INDENTURE


                                     between


                      FORD CREDIT AUTO OWNER TRUST 2001-C,

                                    as Issuer


                                       and


                            THE CHASE MANHATTAN BANK,

                              as Indenture Trustee


                             Dated as of May 1, 2001










<PAGE>




                             CROSS REFERENCE TABLE1
                              ---------------------
<TABLE>
<CAPTION>

<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


<PAGE>




    (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.

</TABLE>

<PAGE>



<TABLE>
<CAPTION>



                                TABLE OF CONTENTS

<S>                                                                                                             <C>
                                    ARTICLE I

DEFINITIONS, USAGE AND INCORPORATION BY REFERENCE.................................................................3
SECTION 1.1  Definitions and Usage................................................................................3
SECTION 1.2  Incorporation by Reference of Trust Indenture Act....................................................3

                                   ARTICLE II

THE NOTES.........................................................................................................4
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........................................................................................................15
SECTION 3.1  Payment of Principal and Interest...................................................................15
SECTION 3.2  Maintenance of Office or Agency.....................................................................15
SECTION 3.3  Money for Payments To Be Held in Trust..............................................................15
SECTION 3.4  Existence...........................................................................................17
SECTION 3.5  Protection of Indenture Trust Estate................................................................17
SECTION 3.6  Opinions as to Indenture Trust Estate...............................................................18
SECTION 3.7  Performance of Obligations; Servicing of Receivables................................................19
SECTION 3.8  Negative Covenants..................................................................................21
SECTION 3.9  Annual Statement as to Compliance...................................................................22
SECTION 3.10  Issuer May Consolidate, etc., Only on Certain Terms................................................22
SECTION 3.11  Successor or Transferee............................................................................24
SECTION 3.12  No Other Business..................................................................................25
SECTION 3.13  No Borrowing.......................................................................................25
SECTION 3.14  Servicer's Obligations.............................................................................25
SECTION 3.15  Guarantees, Loans, Advances and Other Liabilities..................................................25
SECTION 3.16  Capital Expenditures...............................................................................25
SECTION 3.17  Further Instruments and Acts.......................................................................25
SECTION 3.18  Restricted Payments................................................................................26
SECTION 3.19  Notice of Events of Default........................................................................26
SECTION 3.20  Removal of Administrator...........................................................................26

                                   ARTICLE IV

SATISFACTION AND DISCHARGE.......................................................................................26
SECTION 4.1  Satisfaction and Discharge of  Indenture............................................................26
SECTION 4.2 Satisfaction, Discharge and Defeasance of Notes......................................................28
SECTION 4.3  Application of Trust Money..........................................................................29
SECTION 4.4  Repayment of Monies Held by Note Paying Agent.......................................................29

                                    ARTICLE V

REMEDIES.........................................................................................................30
SECTION 5.1  Events of Default...................................................................................30
SECTION 5.2  Acceleration of Maturity; Rescission and Annulment..................................................31
SECTION 5.3  Collection of Indebtedness and Suits for Enforcement by
                   Indenture Trustee.............................................................................32
SECTION 5.4  Remedies; Priorities................................................................................35
SECTION 5.5  Optional Preservation of the Receivables............................................................39
SECTION 5.6  Limitation of Suits.................................................................................39
SECTION 5.7  Unconditional Rights of Noteholders To Receive Principal
                   and Interest..................................................................................40
SECTION 5.8  Restoration of Rights and Remedies..................................................................40
SECTION 5.9  Rights and Remedies Cumulative......................................................................41
SECTION 5.10  Delay or Omission Not a Waiver.....................................................................41
SECTION 5.11  Control by Controlling Note Class of Noteholders...................................................41
SECTION 5.12  Waiver of Past Defaults............................................................................42
SECTION 5.13  Undertaking for Costs..............................................................................42
SECTION 5.14  Waiver of Stay or Extension Laws...................................................................43
SECTION 5.15  Action on Notes....................................................................................43
SECTION 5.16  Performance and Enforcement of Certain Obligations.................................................43

                                   ARTICLE VI

THE INDENTURE TRUSTEE............................................................................................44
SECTION 6.1  Duties of Indenture Trustee.........................................................................44
SECTION 6.2  Rights of Indenture Trustee.........................................................................46
SECTION 6.3  Individual Rights of Indenture Trustee..............................................................47
SECTION 6.4  Indenture Trustee's Disclaimer......................................................................47
SECTION 6.5  Notice of Defaults. ................................................................................47
SECTION 6.6  Reports by Indenture Trustee to Noteholders.........................................................47
SECTION 6.7  Compensation and Indemnity..........................................................................47
SECTION 6.8  Replacement of Indenture Trustee....................................................................48
SECTION 6.9  Successor Indenture Trustee by Merger...............................................................50
SECTION 6.10  Appointment of Co-Indenture Trustee or Separate Indenture
                   Trustee.......................................................................................50
SECTION 6.11  Eligibility; Disqualification......................................................................52
SECTION 6.12  Preferential Collection of Claims Against Issuer...................................................53

                                   ARTICLE VII

NOTEHOLDERS' LISTS AND REPORTS...................................................................................53
SECTION 7.1  Issuer To Furnish Indenture Trustee Names and Addresses of
                   Noteholders...................................................................................53
SECTION 7.2  Preservation of Information; Communications to Noteholders..........................................53
SECTION 7.3  Reports by Issuer...................................................................................54
SECTION 7.4  Reports by Indenture Trustee........................................................................54

                                  ARTICLE VIII

ACCOUNTS, DISBURSEMENTS AND RELEASES.............................................................................55
SECTION 8.1  Collection of Money.................................................................................55
SECTION 8.2  Trust Accounts and Payahead Account.................................................................55
SECTION 8.3  General Provisions Regarding Accounts...............................................................59
SECTION 8.4  Release of Indenture Trust Estate...................................................................60
SECTION 8.5  Opinion of Counsel..................................................................................61

                                   ARTICLE IX

SUPPLEMENTAL INDENTURES..........................................................................................62
SECTION 9.1  Supplemental Indentures Without Consent of Noteholders..............................................62
SECTION 9.2   Supplemental Indentures with Consent of Noteholders................................................63
SECTION 9.3  Execution of Supplemental Indentures................................................................66
SECTION 9.4  Effect of Supplemental Indenture....................................................................66
SECTION 9.5  Conformity with Trust Indenture Act.................................................................66
SECTION 9.6  Reference in Notes to Supplemental Indentures.......................................................66

                                    ARTICLE X

REDEMPTION OF NOTES..............................................................................................68
SECTION 10.1  Redemption.........................................................................................68
SECTION 10.2  Form of Redemption Notice..........................................................................68
SECTION 10.3  Notes Payable on Redemption Date...................................................................69

                                   ARTICLE XI

MISCELLANEOUS....................................................................................................70
SECTION 11.1  Compliance Certificates and Opinions, etc..........................................................70
SECTION 11.2  Form of Documents Delivered to Indenture Trustee...................................................72
SECTION 11.3  Acts of Noteholders................................................................................73
SECTION 11.4  Notices, etc., to Indenture Trustee, Issuer and Rating
                   Agencies......................................................................................74
SECTION 11.5  Notices to Noteholders; Waiver.....................................................................74
SECTION 11.6  Alternate Payment and Notice Provisions............................................................75
SECTION 11.7  Conflict with Trust Indenture Act..................................................................75
SECTION 11.8  Effect of Headings and Table of Contents...........................................................76
SECTION 11.9  Successors and Assigns.............................................................................76
SECTION 11.10  Separability......................................................................................76
SECTION 11.11  Benefits of Indenture.............................................................................76
SECTION 11.12  Legal Holidays....................................................................................76
SECTION 11.13  Governing Law.....................................................................................76
SECTION 11.14  Counterparts......................................................................................76
SECTION 11.15  Recording of Indenture............................................................................77
SECTION 11.16  Trust Obligation..................................................................................77
SECTION 11.17  Subordination of  Claims against Seller...........................................................77
SECTION 11.18  No Petition 78
SECTION 11.19  Inspection........................................................................................78


EXHIBIT A-1

                  FORM OF CLASS A-1 NOTE......................................................................A-1-1

EXHIBIT A-2

                  FORM OF CLASS A-2 NOTE......................................................................A-2-1

EXHIBIT A-3

                  FORM OF CLASS A-3 NOTE......................................................................A-3-1

EXHIBIT A-4

                  FORM OF CLASS A-4 NOTE......................................................................A-4-1

EXHIBIT A-5

                  FORM OF CLASS A-5 NOTE......................................................................A-5-1

EXHIBIT B

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

EXHIBIT C

                  FORM OF NOTE DEPOSITORY AGREEMENT.............................................................C-1

SCHEDULE A

                  Schedule of Receivables......................................................................SA-1

APPENDIX A

                  Definitions and Usage........................................................................AA-1

</TABLE>


<PAGE>








     THIS  INDENTURE,  dated as of May 1, 2001,  (as from time to time  amended,
supplemented or otherwise modified and in effect, this "Indenture") between FORD
CREDIT AUTO OWNER TRUST 2001-C,  a Delaware  business trust, as Issuer,  and THE
CHASE MANHATTAN BANK, a New York corporation,  as trustee for the benefit of the
Noteholders  (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 4.021% Asset
Backed Notes (the "Class A-1  Notes"),  Class A-2 3.947% Asset Backed Notes (the
"Class A-2 Notes"),  Class A-3 4.21% Asset Backed Notes (the "Class A-3 Notes"),
Class A-4 4.83%  Asset  Backed  Notes (the "Class A-4  Notes"),  Class A-5 5.25%
Asset  Backed  Notes (the  "Class A-5 Notes"  and,  together  with the Class A-1
Notes,  the Class A-2 Notes,  the Class A-3 Notes and the Class A-4  Notes,  the
"Class A Notes") and Class B 5.54% Asset  Backed Notes (the "Class B Notes" and,
together with the Class A Notes, the "Notes"):

                                 GRANTING CLAUSE

     The Issuer hereby  Grants to the Indenture  Trustee at the Closing Date, as
Indenture Trustee for the benefit of the Noteholders, 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)  with  respect  to  Actuarial
Receivables,  monies  due  thereunder  on or after the  Cutoff  Date  (including
Payaheads)  and,  with  respect to Simple  Interest  Receivables,  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;  and (m) 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 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.

     The Indenture  Trustee,  as Indenture Trustee on behalf of the Noteholders,
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 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. (a) The Class A-1 Notes,  the Class A-2 Notes,  the Class
A-3  Notes,  the  Class  A-4  Notes,  the Class A-5 Notes and the Class B Notes,
together with the Indenture Trustee's  certificates of authentication,  shall be
in  substantially  the form set forth in Exhibit A-1,  Exhibit A-2, Exhibit A-3,
Exhibit  A-4,  Exhibit A-5 and Exhibit B,  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.

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

     c) Each Note  shall be dated the date of its  authentication.  The terms of
the Notes set forth in Exhibit  A-1,  Exhibit  A-2,  Exhibit  A-3,  Exhibit A-4,
Exhibit  A-5 and  Exhibit  B 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                                     $150,000,000

             Class A-2 Notes                                     $250,000,000

             Class A-3 Notes                                     $800,000,000

             Class A-4 Notes                                     $650,000,000

             Class A-5 Notes                                     $164,965,000

             Class B Notes                                        $74,635,000

The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3
Notes, Class A-4 Notes, Class A-5 Notes and Class B Notes Outstanding at any
time may not exceed those respective amounts except as provided in Section 2.6.

     (d)  The Class A-1 and Class A-2 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 Class A-3, Class A-4, Class A-5 and Class B 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 and franchise tax
purposes as indebtedness of the Issuer.

     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 Distribution 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-2 Notes, the Class A-3 Notes, the Class A-4 Notes,
the Class A-5 Notes and the Class B Notes shall accrue interest at the Class A-1
Rate,  the Class A-2 Rate, the Class A-3 Rate, the Class A-4 Rate, the Class A-5
Rate and the Class B Rate,  respectively,  as set forth in Exhibit A-1,  Exhibit
A-2, Exhibit A-3, Exhibit A-4, Exhibit A-5 and Exhibit B, respectively, and such
interest  shall  be due and  payable  on  each  Distribution  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  Distribution 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
Distribution  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  Distribution  Date,  Redemption  Date or the  applicable  Final  Scheduled
Distribution  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
Distribution Date as provided in the forms of Notes set forth in Exhibit A-1,
Exhibit A-2, Exhibit A-3, Exhibit A-4, Exhibit A-5 and Exhibit B 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 Distribution 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
Distribution 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 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 Distribution Date
following such default.  The Issuer shall pay such defaulted interest to the
Persons who are Noteholders on the Record Date for such following Distribution
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  Distribution 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
Distribution  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 Distribution 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, 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 business trust under the laws of the State
of Delaware (unless it becomes, or any successor Issuer hereunder is or becomes,
organized under the laws of any other State or of the United States of America,
in which case the Issuer shall keep in full effect its existence, rights and
franchises under the laws of such other jurisdiction) and shall obtain and
preserve its qualification to do business in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Indenture, the Notes, the Collateral and each other
instrument or agreement included in the 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 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 2001, 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,
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)  the Rating Agency Condition shall have been
                  satisfied with respect to such transaction;

                           (iv) the Issuer shall have received an Opinion of
                  Counsel (and shall have delivered copies thereof to the
                  Indenture Trustee) to the effect that such transaction will
                  not have any material adverse 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 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, (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)  the Rating Agency Condition shall have been
                  satisfied with respect to such transaction;

                           (iv) the Issuer shall have received an Opinion of
                  Counsel (and shall have delivered copies thereof to the
                  Indenture Trustee) to the effect that such transaction will
                  not have any material adverse 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 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 or the Purchase Agreement 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
the Rating Agency Condition shall have been satisfied in connection therewith.



<PAGE>


                                   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 as beneficiaries hereof with respect to the property
so deposited with the Indenture Trustee payable to all or any of them, and the
Indenture Trustee, on demand of and at the expense of the Issuer, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture
with respect to the Notes, when:

                  (A)  either

                           (1) all Notes theretofore authenticated and delivered
                  (other than (i) Notes that have been destroyed, lost or stolen
                  and that have been replaced or paid as provided in Section 2.6
                  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

                           (2) 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 Distribution Date or Redemption
                  Date (if Notes shall have been called for redemption pursuant
                  to Section 10.1(a)), 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 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;

                           (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, 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 any interest on any
                  Note of the Controlling Note Class when the same becomes due
                  and payable on each Distribution 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 or
                  any installment 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.

     (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 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, 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) and of the
                  Noteholders allowed in such Proceedings;

                           (ii) unless prohibited by applicable law and
                  regulations, to vote on behalf of the Noteholders 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 and of the Indenture Trustee on their behalf; and

                           (iv) to file such proofs of claim and other papers or
                  documents as may be necessary or advisable in order to have
                  the claims of the Indenture Trustee or the 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 any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Noteholder to authorize the
Indenture Trustee to vote in respect of the claim of any Noteholder in any such
proceeding except, as aforesaid, to vote for the election of a trustee in
bankruptcy or similar Person.

     (f) All rights of action and of asserting claims under this Indenture, or
under any of the Notes, may be enforced by the Indenture Trustee without the
possession of any of the Notes or the production thereof in any trial or other
Proceedings relative thereto, and any such 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 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 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

                           (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; 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.

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 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 amounts due and payable on the Class A Notes for
                  interest;

                           (iv) fourth, 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;

                           (v) fifth, 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;

                           (vi) sixth, 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;

                           (vii) seventh, 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;

                           (viii) eight, to Noteholders of the Class A-5 Notes
                  for amounts due and unpaid on the Class A-5 Notes for
                  principal, ratably, without preference or priority of any
                  kind, according to the amounts due and payable on the Class
                  A-5 Notes for principal, until the principal amount of the
                  Outstanding Class A-5 Notes is reduced to zero;

                           (ix) ninth, 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 on the Class B Notes
                  for interest;

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

                           (xii) twelfth, to the Seller, any money or property
                  remaining after payment in full of the amounts described in
                  clauses (i)-(xi) 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 and  Certificateholder.  A
Noteholder or Certificateholder 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 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 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) 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.



<PAGE>


                                   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  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 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 this trust 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,
and the  Indenture  Trustee may have separate  counsel and the Issuer shall,  or
shall cause the  Administrator  to, pay the fees and  expenses of such  counsel.
Neither the Issuer nor the Administrator need reimburse any expense or 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.  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,  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
and/or the Class B Notes in accordance with Section 6.8 of this  Indenture,  and
the Issuer shall appoint a successor  Indenture  Trustee for one or both of such
Classes,  as applicable,  so that there will be separate  Indenture Trustees for
the  Class A Notes and the Class B 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.



<PAGE>


                                   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 May 15,  beginning with May 15, 2001,
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.



<PAGE>


                                  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  Distribution  Date,  the Servicer  shall deposit all
Available  Collections  with respect to the  Collection  Period  preceding  such
Distribution  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 Distribution
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.

     (c)  On  each  Distribution  Date,  the  Indenture  Trustee  (based  on the
information  contained in the Servicer's  Certificate delivered on or before the
related  Determination  Date  pursuant to Section 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
Distribution 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 Noteholders of Class A Notes, the
                  Accrued Class A Note Interest, provided, 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;

                           (iii) third, to the Principal Distribution Account,
                  the First Priority Principal Distribution Amount, if any;

                           (iv) fourth, to the Noteholders of Class B Notes, the
                  Accrued Class B Note Interest; provided 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;

                           (v)  fifth, to the Principal Distribution Account,
                  the Second Priority Principal Distribution Amount, if any;

                           (vi)  sixth, to the Certificate Interest Distribution
                  Account, the Accrued Class C Certificate Interest;

                           (vii)  seventh, to the Certificate Interest
                  Distribution Account, the Accrued Class D Certificate
                  Interest;

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

                           (ix)  ninth, to the Principal Distribution Account,
                  the Regular Principal Distribution Amount, if any; and

                           (x) tenth, to the Seller, any funds remaining on
                  deposit in the Collection Account with respect to the
                  Collection Period preceding such Distribution 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) which has
resulted in an acceleration of the Notes (or following the occurrence of any
such event after an Event of Default specified in Section 5.1(iii) has occurred
and the Notes have been accelerated), the Servicer shall instruct the Indenture
Trustee to transfer the funds on deposit in the Collection Account remaining
after the application of clauses (i)and (ii) 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) and (iv) 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  Distribution  Date,  the  Indenture  Trustee  (based  on the
information  contained in the Servicer's  Certificate delivered on or before the
related  Determination  Date  pursuant to Section 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  Distribution Date
and make distributions and payments in the following order of priority:

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

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

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

                           (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 A-5 Notes
                  in reduction of principal until the principal amount of the
                  Outstanding Class A-5 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-5 Notes in full,
                  the amounts available shall be applied to the payment of
                  principal on the Class A-5 Notes on a pro rata basis;

                           (vi) sixth, 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;

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

                           (viii) eighth, 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

                           (ix) ninth, 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 4.1 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  4.5(b) and 4.7(c) in the Sale and  Servicing  Agreement in the case of
the Reserve  Account) and distributed as provided in Sections 4.1 and 4.7 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  applicable  Qualified  Institution  or
Qualified  Trust  Institution,  the  Issuer  shall  deliver  to  such  Qualified
Institution or Qualified Trust Institution an Opinion of Counsel,  acceptable to
such Qualified Institution or Qualified Trust Institution, 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
Distribution  Date,  (ii) to the  knowledge of a Trust  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,  release any remaining  portion of the Indenture Trust Estate
that secured the Notes from the lien of this Indenture and release to the Issuer
or any other  Person  entitled  thereto  any funds  then on deposit in the Trust
Accounts.  The Indenture  Trustee  shall release  property from the lien of this
Indenture pursuant to this Section 8.4(b) only upon receipt of an Issuer Request
accompanied  by 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,  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.



<PAGE>


                                   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;

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

                           (vii) to modify, eliminate or add to the provisions
                  of this Indenture to such extent as shall be necessary to
                  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, as evidenced by an Opinion of Counsel,  adversely  affect
in any material respect the interests of any Noteholder,  (ii) the Rating Agency
Condition  shall have been  satisfied with respect to such action and (iii) 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.

     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) the Rating Agency  Condition  shall have been  satisfied 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;  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 Distribution 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 Redemption Price with respect
                  thereto, change the provisions of this Indenture relating to
                  the application of collections on, or the proceeds of the sale
                  of, the 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
                  provison 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
                  Distribution 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  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 and the  Noteholders  shall  thereafter  be
determined,  exercised  and enforced  hereunder  subject in all respects to such
modifications  and  amendments,  and all the  terms and  conditions  of any such
supplemental  indenture  shall  be and be  deemed  to be part of the  terms  and
conditions of this Indenture for any and all purposes.

     SECTION 9.5 Conformity  with Trust  Indenture Act. Every  amendment of this
Indenture and every supplemental  indenture executed pursuant to this Article IX
shall conform to the  requirements  of the 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.



<PAGE>


                                    ARTICLE X

                               REDEMPTION OF NOTES

     SECTION  10.1  Redemption.  The  Class A Notes  and the  Class B 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
Distribution  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
unpaid  principal amount of the Notes and the Aggregate  Certificate  Balance of
the Certificates plus accrued and unpaid interest thereon.  If the Class A Notes
and the Class B Notes are to be redeemed  pursuant to this Section 10.1(a),  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
Redemption  Price of the  Class A Notes  and the  Class B Notes to be  redeemed,
whereupon  all such Class A Notes and Class B Notes  shall be due and payable on
the Redemption Date.

     SECTION 10.2 Form of Redemption Notice.  Notice of redemption under Section
10.1(a) 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 Redemption Price;

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

                           (iv) that on the Redemption Date, the Redemption
                  Price 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 10.3 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(a)),  shall on the Redemption Date become
due and payable at the Redemption  Price and (unless the Issuer shall default in
the payment of the Redemption  Price) no interest shall accrue on the Redemption
Price for any period after the date to which accrued  interest is calculated for
purposes of calculating the Redemption Price.




<PAGE>


                                    ARTICLE X

                                 IMISCELLANEOUS

     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 2001-C, in
                  care of The Bank of New York, 101 Barclay Street, Floor 12
                  East, New York, New York, 10256, Attention: Asset-Backed
                  Finance Unit, 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 48121,
                  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 and (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.

     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 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.

     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 2001-C

                                    By:     THE BANK OF NEW YORK,
                                            not in its individual capacity but
                                            solely as Owner Trustee of Ford
                                            Credit Auto Owner Trust 2001-C



                                    By: /s/ John Bobko
                                    Name: John Bobko
                                    Title: Assistant Treasurer


                                    THE CHASE MANHATTAN BANK,
                                    not in its individual capacity but
                                    solely as Indenture Trustee



                                    By:   /s/ Michael A. Smith
                                    Name:  Michael A. Smith
                                    Title: Vice President


<PAGE>



                                      A-1-1


                                                                     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                                                        $150,000,000

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


                       FORD CREDIT AUTO OWNER TRUST 2001-C

                       CLASS A-1 4.021% ASSET BACKED NOTES

                  Ford Credit Auto Owner Trust 2001-C, a business trust
organized and existing under the laws of the State of Delaware (herein referred
to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO.,
or registered assigns, the principal sum of ONE HUNDRED FIFTY MILLION DOLLARS
payable on each Distribution Date in an amount equal to the aggregate amount, if
any, payable to Noteholders of Class A-1 Notes on such Distribution 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 May 1, 2001 (as from
time to time amended, supplemented or otherwise modified and in effect, the
"Indenture"), between the Issuer and The Chase Manhattan Bank, 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 September 2001 Distribution Date (the "Class A-1 Final
Scheduled Distribution 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.
<PAGE>
                  The Issuer shall pay interest on this Note at the rate per
annum shown above on each Distribution Date until the principal of this Note is
paid or made available for payment, on the principal amount of this Note
outstanding on the preceding Distribution Date (after giving effect to all
payments of principal made on the preceding Distribution Date), subject to
certain limitations contained in Section 3.1 of the Indenture. Interest on this
Note will accrue for each Distribution Date from and including the previous
Distribution Date on which interest has been paid (or, in the case of the
initial Distribution Date, from the Closing Date) to but excluding such
Distribution 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: May 24, 2001

                                    FORD CREDIT AUTO OWNER TRUST 2001-C

                                    By:     THE BANK OF NEW YORK,
                                            not in its individual capacity but
                                            solely as Owner Trustee of Ford
                                            Credit Auto Owner Trust 2001-C



                                    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: May 24, 2001

                                    THE CHASE MANHATTAN BANK,
                                    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 4.021% Asset Backed Notes (the "Class A-1
Notes") which, together with the Issuer's Class A-2 3.947% Asset Backed Notes
(the "Class A-2 Notes"), Class A-3 4.21% Asset Backed Notes (the "Class A-3
Notes"), Class A-4 4.83% Asset Backed Notes (the "Class A-4 Notes"), Class A-5
5.25% Asset Backed Notes (the "Class A-5 Notes" and, together with the Class A-1
Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the
"Class A Notes") and Class B 5.54% Asset Backed Notes (the "Class B Notes" and,
together with the Class A 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. 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
Distribution Date in an amount described on the face hereof. "Distribution 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 June 2001.

                  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
Distribution 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 Distribution 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 Distribution 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
Distribution 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 Distribution 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 Distribution Date by notice mailed or transmitted by facsimile prior to
such Distribution 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 and the Class
B 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.

                  As provided in the Indenture, and subject to certain
limitations set forth therein, 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. 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 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 Chase Manhattan Bank, in
its individual capacity, The Bank of New York, 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>


                                      A-2-1

                                                                     EXHIBIT A-2

                             FORM OF CLASS A-2 NOTE

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), 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                                                         $250,000,000

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


                       FORD CREDIT AUTO OWNER TRUST 2001-C

                       CLASS A-2 3.947% ASSET BACKED NOTES

                  Ford Credit Auto Owner Trust 2001-C, a business trust
organized and existing under the laws of the State of Delaware (herein referred
to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO.,
or registered assigns, the principal sum of TWO HUNDRED FIFTY MILLION DOLLARS
payable on each Distribution Date in an amount equal to the aggregate amount, if
any, payable to Noteholders of Class A-2 Notes on such Distribution Date from
the Principal Distribution Account in respect of principal on the Class A-2
Notes pursuant to Section 3.1 of the Indenture dated as of May 1, 2001 (as from
time to time amended, supplemented or otherwise modified and in effect, the
"Indenture"), between the Issuer and The Chase Manhattan Bank, 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 January 2002 Distribution Date (the "Class A-2 Final
Scheduled Distribution 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 Distribution Date until the principal of this Note is
paid or made available for payment, on the principal amount of this Note
outstanding on the preceding Distribution Date (after giving effect to all
payments of principal made on the preceding Distribution Date), subject to
certain limitations contained in Section 3.1 of the Indenture. Interest on this
Note will accrue for each Distribution Date from and including the previous
Distribution Date on which interest has been paid (or, in the case of the
initial Distribution Date, from the Closing Date) to but excluding such
Distribution 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>





                                      A-2-9

                  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: May 24, 2001

                                    FORD CREDIT AUTO OWNER TRUST 2001-C

                                    By:     THE BANK OF NEW YORK,
                                            not in its individual capacity but
                                            solely as Owner Trustee of Ford
                                            Credit Auto Owner Trust 2001-C



                                    By:
                                            Authorized Officer


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date: May 24, 2001

                                    THE CHASE MANHATTAN BANK,
                                    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-2 3.947% Asset Backed Notes (the "Class A-2
Notes") which, together with the Issuer's Class A-1 4.021% Asset Backed Notes
(the "Class A-1 Notes"), Class A-3 4.21% Asset Backed Notes (the "Class A-3
Notes"), Class A-4 4.83% Asset Backed Notes (the "Class A-4 Notes"), Class A-5
5.25% Asset Backed Notes (the "Class A-5 Notes" and, together with the Class A-1
Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the
"Class A Notes") and Class B 5.54% Asset Backed Notes (the "Class B Notes" and,
together with the Class A 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-2 Notes are and will be equally and ratably
secured by the collateral pledged as security therefor as provided in the
Indenture. 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-2 Notes will be payable on each
Distribution Date in an amount described on the face hereof. "Distribution 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 June 2001.

                  As described on the face hereof, the entire unpaid principal
amount of this Note shall be due and payable on the Class A-2 Final Scheduled
Distribution 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-2 Notes shall be made pro rata to the Noteholders entitled
thereto.

                  Payments of interest on this Note on each Distribution 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 Distribution 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
Distribution 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 Distribution 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 Distribution Date by notice mailed or transmitted by facsimile prior to
such Distribution 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-2 Rate to the extent lawful.

                  As provided in the Indenture, the Class A Notes and the Class
B 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.

                  As provided in the Indenture, and subject to certain
limitations set forth therein, 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. 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 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 Chase Manhattan Bank, in
its individual capacity, The Bank of New York, 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-2-10

                                   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>



                                      A-3-4

                                                                     EXHIBIT A-3

                             FORM OF CLASS A-3 NOTE

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), 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                                                         $800,000,000

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


                       FORD CREDIT AUTO OWNER TRUST 2001-C

                       CLASS A-3 4.21% ASSET BACKED NOTES

                  Ford Credit Auto Owner Trust 2001-C, a business trust
organized and existing under the laws of the State of Delaware (herein referred
to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO.,
or registered assigns, the principal sum of EIGHT HUNDRED MILLION DOLLARS
payable on each Distribution Date in an amount equal to the aggregate amount, if
any, payable to Noteholders of Class A-3 Notes on such Distribution Date from
the Principal Distribution Account in respect of principal on the Class A-3
Notes pursuant to Section 3.1 of the Indenture dated as of May 1, 2001 (as from
time to time amended, supplemented or otherwise modified and in effect, the
"Indenture"), between the Issuer and The Chase Manhattan Bank, 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 August 2003 Distribution Date (the "Class A-3 Final
Scheduled Distribution 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 Distribution Date until the principal of this Note is
paid or made available for payment, on the principal amount of this Note
outstanding on the preceding Distribution Date (after giving effect to all
payments of principal made on the preceding Distribution Date), subject to
certain limitations contained in Section 3.1 of the Indenture. Interest on this
Note will accrue for each Distribution Date from and including the fifteenth day
of the calendar month immediately preceding such Distribution Date (or, in the
case of the initial Distribution 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 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: May 24, 2001

                                    FORD CREDIT AUTO OWNER TRUST 2001-C

                                    By:     THE BANK OF NEW YORK,
                                            not in its individual capacity but
                                            solely as Owner Trustee of Ford
                                            Credit Auto Owner Trust 2001-C



                                    By:
                                             Authorized Officer


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date: May 24, 2001

                                    THE CHASE MANHATTAN BANK,
                                    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-3 4.21% Asset Backed Notes (the "Class A-3
Notes") which, together with the Issuer's Class A-1 4.021% Asset Backed Notes
(the "Class A-1 Notes"), Class A-2 3.947% Asset Backed Notes (the "Class A-2
Notes"), Class A-4 4.83% Asset Backed Notes (the "Class A-4 Notes"), Class A-5
5.25% Asset Backed Notes (the "Class A-5 Notes" and, together with the Class A-1
Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the
"Class A Notes") and Class B 5.54% Asset Backed Notes (the "Class B Notes" and,
together with the Class A 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-3 Notes are and will be equally and ratably
secured by the collateral pledged as security therefor as provided in the
Indenture. 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-3 Notes will be payable on each
Distribution Date in an amount described on the face hereof. "Distribution 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 June 2001.

                  As described on the face hereof, the entire unpaid principal
amount of this Note shall be due and payable on the Class A-3 Final Scheduled
Distribution 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-3 Notes shall be made pro rata to the Noteholders entitled
thereto.

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

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

                  As provided in the Indenture, the Class A Notes and the Class
B 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. 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 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 Chase Manhattan Bank, in
its individual capacity, The Bank of New York, 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-3-12


                                   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>



A-4-4

                                                                     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                                                         $650,000,000

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


                       FORD CREDIT AUTO OWNER TRUST 2001-C

                       CLASS A-4 4.83% ASSET BACKED NOTES

                  Ford Credit Auto Owner Trust 2001-C, a business trust
organized and existing under the laws of the State of Delaware (herein referred
to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO.,
or registered assigns, the principal sum of SIX HUNDRED FIFTY MILLION DOLLARS
payable on each Distribution Date in an amount equal to the aggregate amount, if
any, payable to Noteholders of Class A-4 Notes on such Distribution 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 May 1, 2001 (as from
time to time amended, supplemented or otherwise modified and in effect, the
"Indenture"), between the Issuer and The Chase Manhattan Bank, 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 February 2005 Distribution Date (the "Class A-4 Final
Scheduled Distribution 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 Distribution Date until the principal of this Note is
paid or made available for payment, on the principal amount of this Note
outstanding on the preceding Distribution Date (after giving effect to all
payments of principal made on the preceding Distribution Date), subject to
certain limitations contained in Section 3.1 of the Indenture. Interest on this
Note will accrue for each Distribution Date from and including the fifteenth day
of the calendar month immediately preceding such Distribution Date (or, in the
case of the initial Distribution 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>





A-4-10

                  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: May 24, 2001

                                    FORD CREDIT AUTO OWNER TRUST 2001-C

                                    By:     THE BANK OF NEW YORK,
                                            not in its individual capacity but
                                            solely as Owner Trustee of Ford
                                            Credit Auto Owner Trust 2001-C



                                    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: May 24, 2001

                                    THE CHASE MANHATTAN BANK,
                                    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-4 4.83% Asset Backed Notes (the "Class A-4
Notes") which, together with the Issuer's Class A-1 4.021% Asset Backed Notes
(the "Class A-1 Notes"), Class A-2 3.947% Asset Backed Notes (the "Class A-2
Notes"), Class A-3 4.21% Asset Backed Notes (the "Class A-3 Notes"), Class A-5
5.25% Asset Backed Notes (the "Class A-5 Notes" and, together with the Class A-1
Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the
"Class A Notes") and Class B 5.54% Asset Backed Notes (the "Class B Notes" and,
together with the Class A 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. 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
Distribution Date in an amount described on the face hereof. "Distribution 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 June 2001.

                  As described on the face hereof, the entire unpaid principal
amount of this Note shall be due and payable on the Class A-4 Final Scheduled
Distribution 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-4 Notes shall be made pro rata to the Noteholders entitled
thereto.

                  Payments of interest on this Note on each Distribution 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 Distribution 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
Distribution 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 Distribution 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 Distribution Date by notice mailed or transmitted by facsimile prior to
such Distribution 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 and the Class
B 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. 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 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 Chase Manhattan Bank, in
its individual capacity, The Bank of New York, 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-4-12


                                   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>



A-5-3

                                                                     EXHIBIT A-5

                             FORM OF CLASS A-5 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                                                         $164,965,000

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


                       FORD CREDIT AUTO OWNER TRUST 2001-C

                       CLASS A-5 5.25% ASSET BACKED NOTES

                  Ford Credit Auto Owner Trust 2001-C, a business trust
organized and existing under the laws of the State of Delaware (herein referred
to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO.,
or registered assigns, the principal sum of ONE HUNDRED SIXTY-FOUR MILLION NINE
HUNDRED SIXTY-FIVE THOUSAND DOLLARS payable on each Distribution Date in an
amount equal to the aggregate amount, if any, payable to Noteholders of Class
A-5 Notes on such Distribution Date from the Principal Distribution Account in
respect of principal on the Class A-5 Notes pursuant to Section 3.1 of the
Indenture dated as of May 1, 2001 (as from time to time amended, supplemented or
otherwise modified and in effect, the "Indenture"), between the Issuer and The
Chase Manhattan Bank, 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
September 2005 Distribution Date (the "Class A-5 Final Scheduled Distribution
Date") and the Redemption Date, if any, pursuant to Section 10.1(a) 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 Distribution Date until the principal of this Note is
paid or made available for payment, on the principal amount of this Note
outstanding on the preceding Distribution Date (after giving effect to all
payments of principal made on the preceding Distribution Date), subject to
certain limitations contained in Section 3.1 of the Indenture. Interest on this
Note will accrue for each Distribution Date from and including the fifteenth day
of the calendar month immediately preceding such Distribution Date (or, in the
case of the initial Distribution 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>






A-5-9

                  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: May 24, 2001

                                    FORD CREDIT AUTO OWNER TRUST 2001-C

                                    By:     THE BANK OF NEW YORK,
                                            not in its individual capacity but
                                            solely as Owner Trustee of Ford
                                            Credit Auto Owner Trust 2001-C



                                    By:
                                            Authorized Officer


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Class A-5 Notes designated above and referred to in the
within-mentioned Indenture.

Date: May 24, 2001

                                    THE CHASE MANHATTAN BANK,
                                    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-5 5.25% Asset Backed Notes (the "Class A-5
Notes") which, together with the Issuer's Class A-1 4.021% Asset Backed Notes
(the "Class A-1 Notes"), Class A-2 3.947% Asset Backed Notes (the "Class A-2
Notes"), Class A-3 4.21% Asset Backed Notes (the "Class A-3 Notes"), Class A-4
4.83% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1
Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-5 Notes, the
"Class A Notes") and Class B 5.54% Asset Backed Notes (the "Class B Notes" and,
together with the Class A 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-5 Notes are and will be equally and ratably
secured by the collateral pledged as security therefor as provided in the
Indenture. 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-5 Notes will be payable on each
Distribution Date in an amount described on the face hereof. "Distribution 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 June 2001.

                  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-5
Final Scheduled Distribution Date and the Redemption Date, if any, pursuant to
Section 10.1(a) 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-5 Notes shall be made pro rata
to the Noteholders entitled thereto.

                  Payments of interest on this Note on each Distribution 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 Distribution 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
Distribution 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 Distribution 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 Distribution Date by notice mailed or transmitted by facsimile prior to
such Distribution 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-5 Rate to the extent lawful.

                  As provided in the Indenture, the Class A Notes and the Class
B 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. 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 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 Chase Manhattan Bank, in
its individual capacity, The Bank of New York, 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-5-12


                                   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>



B-3


                                                                       EXHIBIT B

                              FORM OF CLASS B NOTE

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), 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                                                          $74,635,000

No. R-1                                                   CUSIP NO. 34527R GA 5

                       FORD CREDIT AUTO OWNER TRUST 2001-C

                        CLASS B 5.54% ASSET BACKED NOTES

                  Ford Credit Auto Owner Trust 2001-C, a business trust
organized and existing under the laws of the State of Delaware (herein referred
to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO.,
or registered assigns, the principal sum of SEVENTY-FOUR MILLION SIX HUNDRED
THIRTY-FIVE THOUSAND DOLLARS payable on each Distribution Date in an amount
equal to the aggregate amount, if any, payable to Noteholders of Class B Notes
on such Distribution Date from the Principal Distribution Account in respect of
principal on the Class B Notes pursuant to Section 3.1 of the Indenture dated as
of May 1, 2001 (as from time to time amended, supplemented or otherwise modified
and in effect, the "Indenture"), between the Issuer and The Chase Manhattan
Bank, 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 December 2005
Distribution Date (the "Class B Final Scheduled Distribution Date") and the
Redemption Date, if any, pursuant to Section 10.1(a) 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 Distribution Date until the principal of this Note is
paid or made available for payment, on the principal amount of this Note
outstanding on the preceding Distribution Date (after giving effect to all
payments of principal made on the preceding Distribution Date), subject to
certain limitations contained in Section 3.1 of the Indenture. Interest on this
Note will accrue for each Distribution Date from and including the fifteenth day
of the calendar month immediately preceding such Distribution Date (or, in the
case of the initial Distribution 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>





B-10


                  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: May 24, 2001

                                    FORD CREDIT AUTO OWNER TRUST 2001-C

                                    By:     THE BANK OF NEW YORK,
                                            not in its individual capacity but
                                            solely as Owner Trustee of Ford
                                            Credit Auto Owner Trust 2001-C



                                    By:
                                            Authorized Officer


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date: May 24, 2001

                                    THE CHASE MANHATTAN BANK,
                                    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 B 5.54% Asset Backed Notes (the "Class B Notes"
and, together with the Class A Notes referred to below, the "Notes") which,
together with the Issuer's Class A-1 4.021% Asset Backed Notes (the "Class A-1
Notes"), Class A-2 3.947% Asset Backed Notes (the "Class A-2 Notes"), Class A-3
4.21% Asset Backed Notes (the "Class A-3 Notes"), Class A-4 4.83% Asset Backed
Notes (the "Class A-4 Notes") and Class A-5 5.25% Asset Backed Notes (the "Class
A-5 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes, the
Class A-3 Notes and the Class A-4 Notes, the "Class A 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 Notes are and will be equally and ratably secured
by the collateral pledged as security therefor as provided in the Indenture. The
Class B Notes are subordinated in right of payment to the Class A Notes as and
to the extent provided in the Indenture.

                  Principal of the Class B Notes will be payable on each
Distribution Date in an amount described on the face hereof. "Distribution 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 June 2001.

                  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 Final
Scheduled Distribution Date and the Redemption Date, if any, pursuant to Section
10.1(a) 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 Notes shall be made pro rata to the
Noteholders entitled thereto.

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

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

                  As provided in the Indenture, the Class A Notes and the Class
B 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. 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 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 Chase Manhattan Bank, in
its individual capacity, The Bank of New York, 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>





B-12


                                   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>



C-1


                                                                       EXHIBIT C

                        FORM OF NOTE DEPOSITORY AGREEMENT




<PAGE>




                                      SA-1

                                                                      SCHEDULE A

                             Schedule of Receivables

                          Provided to the Indenture Trustee at the Closing



<PAGE>





AA-2


                                                                      APPENDIX A


                              Definitions and Usage


                                   See Tab 14