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                                    INDENTURE


                                     between


                      FORD CREDIT AUTO OWNER TRUST 2005-A,
                                    as Issuer


                                       and


                              THE BANK OF NEW YORK,
                              as Indenture Trustee



                           Dated as of January 1, 2005









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                             CROSS REFERENCE TABLE1
                             ---------------------

<S>                                                                                      <C>
   TIA                                                                                     Indenture
Section                                                                                      Section
-------                                                                                    ---------

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

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

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

2        N.A. means Not Applicable.

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<TABLE>
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                                TABLE OF CONTENTS

<S>                                                                                                     <C>
                                                                                                        Page
                                                                                                        ----

                                    ARTICLE I
                DEFINITIONS, USAGE AND INCORPORATION BY REFERENCE

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

                                   ARTICLE II
                                    THE NOTES

SECTION 2.1              Form............................................................................3
SECTION 2.2              Execution, Authentication and Delivery..........................................4
SECTION 2.3              Temporary Notes.................................................................5
SECTION 2.4              Tax Treatment...................................................................5
SECTION 2.5              Registration; Registration of Transfer and Exchange.............................5
SECTION 2.6              Mutilated, Destroyed, Lost or Stolen Notes......................................7
SECTION 2.7              Persons Deemed Owners...........................................................7
SECTION 2.8              Payment of Principal and Interest; Defaulted Interest...........................8
SECTION 2.9              Cancellation....................................................................9
SECTION 2.10             Release of Collateral...........................................................9
SECTION 2.11             Book-Entry Notes................................................................9
SECTION 2.12             Notices to Clearing Agency.....................................................10
SECTION 2.13             Definitive Notes...............................................................10
SECTION 2.14             Authenticating Agents..........................................................11

                                   ARTICLE III
                                    COVENANTS

SECTION 3.1              Payment of Principal and Interest..............................................12
SECTION 3.2              Maintenance of Office or Agency................................................12
SECTION 3.3              Money for Payments To Be Held in Trust.........................................12
SECTION 3.4              Existence......................................................................14
SECTION 3.5              Protection of Indenture Trust Estate...........................................14
SECTION 3.6              Opinions as to Indenture Trust Estate..........................................14
SECTION 3.7              Performance of Obligations; Servicing of Receivables...........................15
SECTION 3.8              Negative Covenants.............................................................17
SECTION 3.9              Annual Statement as to Compliance..............................................18
SECTION 3.10             Issuer May Consolidate, etc., Only on Certain Terms............................18
SECTION 3.11             Successor or Transferee........................................................20
SECTION 3.12             No Other Activities............................................................20
SECTION 3.13             No Borrowing...................................................................20
SECTION 3.14             Servicer's Obligations.........................................................20
SECTION 3.15             Guarantees, Loans, Advances and Other Liabilities..............................21
SECTION 3.16             Capital Expenditures...........................................................21
SECTION 3.17             Further Instruments and Acts...................................................21
SECTION 3.18             Restricted Payments............................................................21
SECTION 3.19             Notice of Events of Default....................................................21
SECTION 3.20             Removal of Administrator.......................................................21
SECTION 3.21             Representations and Warranties by the Issuer as to Security Interest...........21

                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

SECTION 4.1              Satisfaction and Discharge of  Indenture.......................................23
SECTION 4.2              Satisfaction, Discharge and Defeasance of Notes................................24
SECTION 4.3              Application of Trust Money.....................................................25
SECTION 4.4              Repayment of Monies Held by Note Paying Agent..................................26

                                    ARTICLE V
                                    REMEDIES

SECTION 5.1              Events of Default..............................................................26
SECTION 5.2              Acceleration of Maturity; Rescission and Annulment.............................27
SECTION 5.3              Collection of Indebtedness and Suits for Enforcement by
                           Indenture Trustee............................................................28
SECTION 5.4              Remedies; Priorities...........................................................30
SECTION 5.5              Optional Preservation of the Indenture Trust Estate............................33
SECTION 5.6              Limitation of Suits............................................................34
SECTION 5.7              Unconditional Rights of Noteholders To Receive Principal and
                           Interest.....................................................................34
SECTION 5.8              Restoration of Rights and Remedies.............................................35
SECTION 5.9              Rights and Remedies Cumulative.................................................35
SECTION 5.10             Delay or Omission Not a Waiver.................................................35
SECTION 5.11             Control by Controlling Note Class of Noteholders...............................35
SECTION 5.12             Waiver of Past Defaults........................................................36
SECTION 5.13             Undertaking for Costs..........................................................36
SECTION 5.14             Waiver of Stay or Extension Laws...............................................37
SECTION 5.15             Action on Notes................................................................37
SECTION 5.16             Performance and Enforcement of Certain Obligations.............................37

                                   ARTICLE VI
                              THE INDENTURE TRUSTEE

SECTION 6.1              Duties of Indenture Trustee....................................................38
SECTION 6.2              Rights of Indenture Trustee....................................................39
SECTION 6.3              Individual Rights of Indenture Trustee.........................................40
SECTION 6.4              Indenture Trustee's Disclaimer.................................................40
SECTION 6.5              Notice of Defaults.............................................................40
SECTION 6.6              Monthly Investor Reports by Indenture Trustee to Securityholders...............40
SECTION 6.7              Compensation and Indemnity.....................................................40
SECTION 6.8              Replacement of Indenture Trustee...............................................41
SECTION 6.9              Successor Indenture Trustee by Merger..........................................42
SECTION 6.10             Appointment of Co-Indenture Trustee or Separate Indenture
                           Trustee......................................................................43
SECTION 6.11             Eligibility; Disqualification..................................................44
SECTION 6.12             Preferential Collection of Claims Against Issuer...............................45

                                   ARTICLE VII
                         NOTEHOLDERS' LISTS AND REPORTS

SECTION 7.1              Issuer To Furnish Indenture Trustee Names and Addresses of
                           Noteholders..................................................................45
SECTION 7.2              Preservation of Information; Communications to Noteholders.....................45
SECTION 7.3              Reports by Issuer..............................................................46
SECTION 7.4              Reports by Indenture Trustee...................................................46

                                  ARTICLE VIII
                      ACCOUNTS, DISBURSEMENTS AND RELEASES

SECTION 8.1              Collection of Money............................................................46
SECTION 8.2              Trust Accounts.................................................................47
SECTION 8.3              General Provisions Regarding Accounts..........................................50
SECTION 8.4              Release of Indenture Trust Estate..............................................51
SECTION 8.5              Opinion of Counsel.............................................................52

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

SECTION 9.1              Supplemental Indentures Without Consent of Noteholders.........................52
SECTION 9.2              Supplemental Indentures with Consent of Noteholders............................53
SECTION 9.3              Execution of Supplemental Indentures...........................................55
SECTION 9.4              Effect of Supplemental Indenture...............................................56
SECTION 9.5              Conformity with Trust Indenture Act............................................56
SECTION 9.6              Reference in Notes to Supplemental Indentures..................................56

                                    ARTICLE X
                               REDEMPTION OF NOTES

SECTION 10.1             Redemption.....................................................................56
SECTION 10.2             Form of Redemption Notice......................................................56
SECTION 10.3             Notes Payable on Redemption Date...............................................57



<PAGE>




                                   ARTICLE XI
                                  MISCELLANEOUS

SECTION 11.1             Compliance Certificates and Opinions, etc......................................57
SECTION 11.2             Form of Documents Delivered to Indenture Trustee...............................59
SECTION 11.3             Acts of Noteholders............................................................60
SECTION 11.4             Notices, etc., to Indenture Trustee, Issuer and Rating Agencies................61
SECTION 11.5             Notices to Noteholders; Waiver.................................................62
SECTION 11.6             Alternate Payment and Notice Provisions........................................63
SECTION 11.7             Conflict with Trust Indenture Act..............................................63
SECTION 11.8             Effect of Headings and Table of Contents.......................................63
SECTION 11.9             Successors and Assigns.........................................................63
SECTION 11.10            Separability...................................................................63
SECTION 11.11            Benefits of Indenture..........................................................63
SECTION 11.12            Legal Holidays.................................................................63
SECTION 11.13            Governing Law..................................................................64
SECTION 11.14            Counterparts...................................................................64
SECTION 11.15            Recording of Indenture.........................................................64
SECTION 11.16            Trust Obligation...............................................................64
SECTION 11.17            Subordination of  Claims against Seller........................................64
SECTION 11.18            No Petition....................................................................65
SECTION 11.19            Audits of the Issuer...........................................................65
SECTION 11.20            Audits of the Indenture Trustee................................................65
SECTION 11.21            Confidential Information.......................................................66



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

EXHIBIT C  FORM OF CLASS C NOTE........................................................................C-1

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

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

APPENDIX A  Definitions and Usage.....................................................................AA-1
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<PAGE>


                  INDENTURE, dated as of January 1, 2005, (as from time to time
amended, supplemented or otherwise modified and in effect, this "Indenture")
between FORD CREDIT AUTO OWNER TRUST 2005-A, a Delaware statutory trust, as
Issuer, and THE BANK OF NEW YORK, 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 2.62% Asset Backed Notes (the "Class A-1 Notes"), A-2 3.08% Asset Backed
Notes (the "Class A-2 Notes"), Class A-3 3.48% Asset Backed Notes (the "Class
A-3 Notes"), Class A-4 3.72% Asset Backed Notes (the "Class A-4 Notes" and,
together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes,
the "Class A Notes"), Class B 3.88% Asset Backed Notes (the "Class B Notes") and
Class C 4.08% Asset Backed Notes (the "Class C Notes" and, together with the
Class A Notes and the Class B 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) monies due
or received thereunder on or after the Cutoff Date and monies due and received
prior to the Cutoff Date that are posted to the Obligor's account on or after
the Cutoff Date; (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) the Issuer's 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) all
property securing a Receivable; (i) rebates of premiums and other amounts
relating to insurance policies and other items financed under the Receivables in
effect as of the Cutoff Date; (j) the Seller's rights under the Sale and
Servicing Agreement; (k) the Seller's rights under the Purchase Agreement; and
(l) 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.


                                   ARTICLE II

                                    THE NOTES

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

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

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

SECTION 2.2 Execution, Authentication and Delivery. (a) The Notes shall be
executed on behalf of the Issuer by any of its Authorized Officers. The
signature of any such Authorized Officer on the Notes may be manual or
facsimile.

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

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

                                                       Initial Aggregate
        Class                                          Principal Amount
        -----                                          ----------------

        Class A-1 Notes                                $  723,000,000
        Class A-2 Notes                                $1,549,000,000
        Class A-3 Notes                                $1,383,000,000
        Class A-4 Notes                                $  620,000,000
        Class B Notes                                  $  135,000,000
        Class C Notes                                  $   90,000,000


The aggregate principal amount of Notes Outstanding at any time may not exceed
those respective amounts except as provided in Section 2.6.

(d) The Class A-1 Notes shall be issuable as Book-Entry Notes in minimum
denominations of $100,000 and in integral multiples of $1,000 in excess thereof.
The Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes and Class C
Notes shall be issuable as Book-Entry Notes in minimum denominations of $1,000
and in integral multiples of $1,000 in excess thereof.

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

SECTION 2.3 Temporary Notes. (a) Pending the preparation of definitive Notes,
the Issuer may execute, and upon receipt of an Issuer Order the Indenture
Trustee shall authenticate and deliver, temporary Notes that are printed,
lithographed, typewritten, mimeographed or otherwise produced, substantially of
the tenor of the definitive Notes in lieu of which they are issued and with such
variations not inconsistent with the terms of this Indenture as the officers
executing the temporary Notes may determine, as evidenced by their execution of
such temporary Notes.

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

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

SECTION 2.5 Registration; Registration of Transfer and Exchange. (a) The Issuer
shall cause to be kept a register (the "Note Register") in which, subject to
such reasonable regulations as it may prescribe, the Issuer shall provide for
the registration of Notes and the registration of transfers of Notes. The
Indenture Trustee initially shall be the "Note Registrar" for the purpose of
registering Notes and transfers of Notes as herein provided. Upon any
resignation of any Note Registrar, the Issuer shall promptly appoint a successor
or, if it elects not to make such an appointment, assume the duties of Note
Registrar. If a Person other than the Indenture Trustee is appointed by the
Issuer as Note Registrar, (i) the Issuer shall give the Indenture Trustee prompt
written notice of the appointment of such Note Registrar and of the location,
and any change in the location, of the Note Register, (ii) the Indenture Trustee
shall have the right to inspect the Note Register at all reasonable times and to
obtain copies thereof, and (iii) the Indenture Trustee shall have the right to
rely upon a certificate executed on behalf of the Note Registrar by an Executive
Officer thereof as to the names and addresses of the Noteholders and the
principal amounts and number of such Notes.

(b) Reserved.

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

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

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

(f) Every Note presented or surrendered for registration of transfer or exchange
shall be (i) duly endorsed by, or be accompanied by a written instrument of
transfer in form satisfactory to the Indenture Trustee duly executed by, the
Noteholder thereof or such Noteholder's attorney duly authorized in writing,
with such signature guaranteed by an "eligible guarantor institution" meeting
the requirements of the Note Registrar, which requirements include membership or
participation in STAMP or such other "signature guarantee program" as may be
determined by the Note Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934, as amended, and (ii)
accompanied by such other documents or evidence as the Indenture Trustee may
require.

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

(h) The preceding provisions of this Section 2.5 notwithstanding, the Issuer
shall not be required to make and the Note Registrar need not register transfers
or exchanges of Notes selected for redemption or of any Note for a period of
fifteen (15) days preceding the Payment Date for any payment with respect to
such Note.

SECTION 2.6 Mutilated, Destroyed, Lost or Stolen Notes. (a) If (i) any mutilated
Note is surrendered to the Indenture Trustee, or the Indenture Trustee receives
evidence to its satisfaction of the destruction, loss or theft of any Note, and
(ii) there is delivered to the Indenture Trustee such security or indemnity as
may be required by it to hold the Issuer and the Indenture Trustee harmless,
then, in the absence of notice to the Issuer, the Note Registrar or the
Indenture Trustee that such Note has been acquired by a protected purchaser, as
defined in Section 8-303 of the UCC, and provided that the requirements of
Section 8-405 of the UCC are met, the Issuer shall execute, and upon Issuer
Request the Indenture Trustee shall authenticate and deliver, in exchange for or
in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement
Note of the same Class; provided, however, that if any such destroyed, lost or
stolen Note, but not a mutilated Note, shall have become or within seven (7)
days shall be due and payable, or shall have been called for redemption, instead
of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen
Note when so due or payable or upon the Redemption Date without surrender
thereof. If, after the delivery of such replacement Note or payment of a
destroyed, lost or stolen Note pursuant to the proviso to the preceding
sentence, a protected purchaser of the original Note in lieu of which such
replacement Note was issued presents for payment such original Note, the Issuer
and the Indenture Trustee shall be entitled to recover such replacement Note (or
such payment) from the Person to whom it was delivered or any Person taking such
replacement Note from such Person to whom such replacement Note was delivered or
any assignee of such Person, except a protected purchaser, and shall be entitled
to recover upon the security or indemnity provided therefor to the extent of any
loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in
connection therewith.

(b) Upon the issuance of any replacement Note under this Section 2.6, the Issuer
may require the payment by the Noteholder of such Note of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other reasonable expenses (including the fees and expenses of
the Indenture Trustee) connected therewith.

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

(d) The provisions of this Section 2.6 are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Notes.

SECTION 2.7 Persons Deemed Owners. Prior to due presentment for registration of
transfer of any Note, the Issuer, the Indenture Trustee and any agent of the
Issuer or the Indenture Trustee may treat the Person in whose name any Note is
registered (as of the day of determination) as the owner of such Note for the
purpose of receiving payments of principal of and interest, if any, on such Note
and for all other purposes whatsoever, whether or not such Note be overdue, and
none of the Issuer, the Indenture Trustee or any agent of the Issuer or the
Indenture Trustee shall be affected by notice to the contrary.

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

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

(c) If the Issuer defaults in a payment of interest on the Notes, the Issuer
shall pay defaulted interest (plus interest on such defaulted interest to the
extent lawful) at the applicable Note Interest Rate on the Payment Date
following such default. The Issuer shall pay such defaulted interest to the
Persons who are Noteholders on the Record Date for such following Payment Date.

SECTION 2.9 Cancellation. All Notes surrendered for payment, registration of
transfer, exchange or redemption shall, if surrendered to any Person other than
the Indenture Trustee, be delivered to the Indenture Trustee and shall be
promptly cancelled by the Indenture Trustee. The Issuer may at any time deliver
to the Indenture Trustee for cancellation any Notes previously authenticated and
delivered hereunder which the Issuer may have acquired in any manner whatsoever,
and all Notes so delivered shall be promptly cancelled by the Indenture Trustee.
No Notes shall be authenticated in lieu of or in exchange for any Notes
cancelled as provided in this Section 2.9, except as expressly permitted by this
Indenture. All cancelled Notes may be held or disposed of by the Indenture
Trustee in accordance with its standard retention or disposal policy as in
effect at the time unless the Issuer shall direct by an Issuer Order that they
be destroyed or returned to it and so long as such Issuer Order is timely and
the Notes have not been previously disposed of by the Indenture Trustee.

SECTION 2.10 Release of Collateral. Subject to Section 11.1 and the terms of the
Basic Documents, the Indenture Trustee shall release property from the lien of
this Indenture only upon receipt of an Issuer Request accompanied by an
Officer's Certificate, an Opinion of Counsel and Independent Certificates in
accordance with TIA Sections 314(c) and 314(d)(1) or an Opinion of Counsel in
lieu of such Independent Certificates to the effect that the TIA does not
require any such Independent Certificates. If the Commission shall issue an
exemptive order under TIA Section 304(d) modifying the Owner Trustee's
obligations under TIA Sections 314(c) and 314(d)(1), subject to Section 11.1 and
the terms of the Basic Documents, the Indenture Trustee shall release property
from the lien of this Indenture in accordance with the conditions and procedures
set forth in such exemptive order.

SECTION 2.11 Book-Entry Notes. The Book-Entry 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.

                                  ARTICLE III

                                    COVENANTS

SECTION 3.1 Payment of Principal and Interest. The Issuer shall duly and
punctually pay the principal of and interest, if any, on the Notes in accordance
with the terms of the Notes and this Indenture. Without limiting the foregoing
and subject to Section 8.2, on each Payment Date the Issuer shall cause to be
paid all amounts on deposit in the Collection Account and the Principal
Distribution Account with respect to the Collection Period preceding such
Payment Date and deposited therein pursuant to the Sale and Servicing Agreement.
Amounts properly withheld under the Code or any State or local tax law 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 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 for payments
of Notes shall be paid over to the Issuer, except as provided in this Section
3.3.

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

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

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

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

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

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

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

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

(e)               Subject to applicable laws with respect to escheat of funds,
                  any money held by the Indenture Trustee or any Note Paying
                  Agent in trust for the payment of any amount due with respect
                  to any Note and remaining unclaimed for two (2) years after
                  such amount has become due and payable shall be discharged
                  from such trust and be paid to the Issuer on Issuer Request;
                  and the Noteholder of such Note shall thereafter, as an
                  unsecured general creditor, look only to the Issuer for
                  payment thereof (but only to the extent of the amounts so paid
                  to the Issuer), and all liability of the Indenture Trustee or
                  such Note Paying Agent with respect to such trust money shall
                  thereupon cease; provided, however, that the Indenture Trustee
                  or such Note Paying Agent, before being required to make any
                  such repayment, shall at the expense and direction of the
                  Issuer cause to be published once, in a newspaper published in
                  the English language, customarily published on each Business
                  Day and of general circulation in The City of New York, notice
                  that such money remains unclaimed and that, after a date
                  specified therein, which shall not be less than thirty (30)
                  days from the date of such publication, any unclaimed balance
                  of such money then remaining shall be repaid to the Issuer.
                  The Indenture Trustee shall also adopt and employ, at the
                  expense and direction of the Issuer, any other reasonable
                  means of notification of such repayment (including, but not
                  limited to, mailing notice of such repayment to Noteholders
                  whose Notes have been called but have not been surrendered for
                  redemption or whose right to or interest in monies due and
                  payable but not claimed is determinable from the records of
                  the Indenture Trustee or of any Note Paying Agent, at the last
                  address of record for each such Noteholder).

SECTION 3.4 Existence. The Issuer shall keep in full effect its existence,
rights and franchises as a statutory trust under the laws of the State of
Delaware (unless it becomes, or any successor Issuer hereunder is or becomes,
organized under the laws of any other State or of the United States of America,
in which case the Issuer shall keep in full effect its existence, rights and
franchises under the laws of such other jurisdiction) and shall obtain and
preserve its qualification 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 2006, 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 7.1 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 7.2 of the Sale and
Servicing Agreement, the Issuer shall enter into an agreement with such
successor for the servicing of the Receivables (such agreement to be in form and
substance satisfactory to the Indenture Trustee). If the Indenture Trustee shall
succeed to the Servicer's duties as servicer of the Receivables as provided
herein, it shall do so in its individual capacity and not in its capacity as
Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be
inapplicable to the Indenture Trustee in its duties as the successor to the
Servicer and the servicing of the Receivables. In case the Indenture Trustee
shall become successor to the Servicer under the Sale and Servicing Agreement,
the Indenture Trustee shall be entitled to appoint as Servicer any one of its
Affiliates; provided, that the Indenture Trustee, in its capacity as the
Servicer, shall be fully liable for the actions and omissions of such Affiliate
in such capacity as Successor Servicer.

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

(g) Without derogating from the absolute nature of the assignment granted to the
Indenture Trustee under this Indenture or the rights of the Indenture Trustee
hereunder, the Issuer hereby agrees that it shall not, without the prior written
consent of the Indenture Trustee or the Noteholders of Notes evidencing not less
than a majority in Note Balance of the Notes Outstanding and upon prior written
notice to the Rating Agencies, amend, modify, waive, supplement, terminate or
surrender, or agree to any amendment, modification, supplement, termination,
waiver or surrender of, the terms of any Collateral (except to the extent
otherwise provided in the Sale and Servicing Agreement or the other Basic
Documents).

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

(i)               except as expressly permitted by this Indenture, the Trust
                  Agreement, the Purchase Agreement or the Sale and Servicing
                  Agreement, sell, transfer, exchange or otherwise dispose of
                  any of the properties or assets of the Issuer, including those
                  included in the Indenture Trust Estate, unless directed to do
                  so by the Indenture Trustee;

(ii)              claim any credit on, or make any deduction from the principal
                  or interest payable in respect of, the Notes (other than
                  amounts properly withheld from such payments under the Code or
                  any State or local tax law) 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, on or before March 30 of each year, beginning March 30, 2006,
an Officer's Certificate stating, as to the Authorized Officer signing such
Officer's Certificate, that:

(i)               a review of the Issuer's performance under this Indenture
                  during the preceding calendar year (or, in the case of the
                  first certificate, since the Closing Date) 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 calendar year
                  (or in the case of the first certificate, since the Closing
                  Date) or, if there has been a failure in its compliance with
                  any such condition or covenant in any material respect that is
                  continuing, specifying each such failure known to such
                  Authorized Officer and the nature and status thereof;
                  provided, that if the Issuer is not required to file periodic
                  reports under the Securities Exchange Act of 1934, as amended,
                  or otherwise required by law to file an Officer's Certificate
                  of the Issuer as to compliance, such Officer's Certificate may
                  be delivered on or before April 30 of each calendar year.

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

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

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

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

(iii)             Rating Agency Confirmation shall have been obtained with
                  respect to such transaction;

(iv)              the Issuer shall have received an Opinion of Counsel (and
                  shall have delivered copies thereof to the Indenture Trustee)
                  to the effect that such transaction will not (A) affect the
                  treatment of the Notes as indebtedness for U.S. federal income
                  or Applicable Tax State income or franchise tax purposes, (B)
                  be deemed to cause a taxable exchange of the Notes for U.S.
                  federal income tax purposes, (C) cause the Issuer to be
                  treated as an association or publicly traded partnership
                  taxable as a corporation for U.S. federal income tax purposes
                  or (D) cause the Issuer to incur Michigan Single Business Tax
                  liability;

(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 Securities Exchange
                  Act of 1934, as amended).

(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 Securities Exchange Act of 1934, as amended in
                  connection with the Notes;

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

(iii)             Rating Agency Confirmation shall have been obtained with
                  respect to such transaction;

(iv)              the Issuer shall have received an Opinion of Counsel (and
                  shall have delivered copies thereof to the Indenture Trustee)
                  to the effect that such transaction will not (A) affect the
                  treatment of the Notes as indebtedness for U.S. federal income
                  or Applicable Tax State income or franchise tax purposes, (B)
                  be deemed to cause a taxable exchange of the Notes for U.S.
                  federal income tax purposes, (C) cause the Issuer to be
                  treated as an association or publicly traded partnership
                  taxable as a corporation for U.S. federal income tax purposes
                  or (D) cause the Issuer to incur Michigan Single Business Tax
                  liability;

(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
                  Securities Exchange Act of 1934, as amended).

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 Activities. The Issuer shall not engage in any activities
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 and 3.13 and Article VI 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 Rating Agency
Confirmation shall have been obtained in connection therewith.

SECTION 3.21 Representations and Warranties by the Issuer as to Security
Interest.

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

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

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

(d) The Issuer has caused or will have caused, within ten days of the issuance
of the Notes, the filing of all appropriate financing statements in the proper
filing office in the appropriate jurisdictions under applicable law in order to
perfect the security interest granted in the Collateral to the Indenture
Trustee. The Issuer authorizes the Indenture Trustee to file all financing
statements and continuation statements and amendments thereto necessary to
perfect and continue the perfection of the Indenture Trustee's rights in the
Collateral Granted hereunder and any such financing statement may describe the
Collateral covered thereby as "all personal property of the debtor" or a similar
broad generic description; provided, however, that the Indenture Trustee will
have no obligation to make any such filings. The Issuer will give the Indenture
Trustee at least sixty (60) days' prior written notice of any change in its
jurisdiction of organization and will promptly file (and authorizes the
Indenture Trustee to file) all amendments of any previously filed financing or
continuation statements and any new financing statements as may be necessary to
continue the perfection of the Indenture Trustee's rights in the Collateral
Granted hereunder. (e) The Issuer has delivered to the Indenture Trustee a fully
executed agreement pursuant to which the securities intermediary has agreed to
comply with all instructions originated by the Indenture Trustee relating to the
Securities Accounts without further consent by the Issuer.

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

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

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

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

SECTION 4.1 Satisfaction and Discharge of Indenture. This Indenture shall cease
to be of further effect with respect to the Notes except as to (i) rights of
registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments
of principal thereof and interest thereon, (iv) Sections 3.3, 3.4, 3.5, 3.8,
3.10, 3.12 and 3.13, (v) the rights, obligations and immunities of the Indenture
Trustee hereunder (including the rights of the Indenture Trustee under Section
6.7 and the obligations of the Indenture Trustee under Section 4.3), and (vi)
the rights of Noteholders 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 Payment Date or Redemption Date
                  (if Notes shall have been called for redemption pursuant to
                  Section 10.1), as the case may be, and all fees due and
                  payable to the Indenture Trustee;

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

                  (C) the Issuer has delivered to the Indenture Trustee an
                  Officer's Certificate, an Opinion of Counsel and (if required
                  by the TIA or the Indenture Trustee) an Independent
                  Certificate from a firm of certified public accountants, each
                  meeting the applicable requirements of Section 11.1(a) and,
                  subject to Section 11.2, each stating that all conditions
                  precedent herein provided for relating to the satisfaction and
                  discharge of this Indenture have been complied with; and

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

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

SECTION 4.2       Satisfaction, Discharge and Defeasance of Notes.

(a)               Upon satisfaction of the conditions set forth in subsection
                  (b) below, the Issuer shall be deemed to have paid and
                  discharged the entire indebtedness on all the Outstanding
                  Notes, and the provisions of this Indenture, as it relates to
                  such Notes, shall no longer be in effect (and the Indenture
                  Trustee, at the expense of the Issuer, shall execute proper
                  instruments acknowledging the same), except as to (i) rights
                  of registration of transfer and exchange, (ii) substitution of
                  mutilated, destroyed, lost or stolen Notes, (iii) rights of
                  Noteholders to receive payments of principal thereof and
                  interest thereon, (iv) Sections 3.2, 3.3, 3.4, 3.5, 3.8, 3.10,
                  3.12 and 3.13, (v) the rights, obligations and immunities of
                  the Indenture Trustee hereunder (including the rights of the
                  Indenture Trustee under Section 6.7 and the obligations of the
                  Indenture Trustee under Section 4.3), and (vi) the rights of
                  Noteholders 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 under and in accordance with this Indenture, but such monies need not
be segregated from other funds except to the extent required herein or in the
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.

                                   ARTICLE V

                                    REMEDIES

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

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

(ii)              default in the payment of the principal of any Note at its
                  Final Scheduled Payment Date, or Redemption Date, if any; 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
                  or 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 an Authorized
Officer becomes aware of such occurrence, written notice in the form of an
Officer's Certificate of any event which with the giving of notice and the lapse
of time would become an Event of Default under clause (iii) above, its status
and what action the Issuer is taking or proposes to take with respect thereto.

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

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

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

(A)               all payments of principal of and interest on all Notes and all
                  other amounts that would then be due hereunder or upon such
                  Notes 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 any Note on the Final Scheduled Payment Date or Redemption
Date, if any, 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. If an Event of Default shall have occurred and
be continuing, the Indenture Trustee may do one or more of the following
(subject to the notice requirement in Section 5.2(a) and subject to Section 5.5
):

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

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

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

(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 66?% 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),
(B)(3)(x) and (C)(2) 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, for amounts due and unpaid on the Class A Notes in
                  respect of interest, ratably, without preference or priority
                  of any kind, according to the amounts due and payable by the
                  Issuer to the Noteholders of the Class A Notes for interest,
                  the Accrued Class A Note Interest;

(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)            eighth, to Noteholders of the Class B Notes, for amounts due
                  and unpaid on the Class B Notes in respect of interest,
                  ratably, without preference or priority of any kind, according
                  to the amounts due and payable by the Issuer to the
                  Noteholders of the Class B Notes for interest, the Accrued
                  Class B Note Interest;

(ix)              ninth, 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;

(x)               tenth, to Noteholders of the Class C Notes for amounts due and
                  unpaid on the Class C Notes in respect of interest, ratably,
                  without preference or priority of any kind, according to the
                  amounts due and payable by the Issuer to the Noteholders of
                  the Class C Notes for interest, the Accrued Class C Note
                  Interest;

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

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

(xiii)            thirteenth, to the Seller, any money or property remaining
                  after payment in full of the amounts described in clauses
                  (i)-(xii) 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 Indenture Trust Estate. 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) shall be
applied in accordance with such declaration of acceleration in the manner
specified in Section 5.4(b). 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 satisfactory to it against the costs, expenses and
liabilities to be incurred in complying with such request;

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

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

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

                  In the event the Indenture Trustee shall receive conflicting
or inconsistent requests and indemnity from two or more groups of Noteholders,
each evidencing less than a majority of the Note Balance of the Controlling Note
Class, the Indenture Trustee in its sole discretion may determine what action,
if any, shall be taken, notwithstanding any other provisions of this Indenture.

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

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

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

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

SECTION 5.11 Control by Controlling Note Class of Noteholders. The Noteholders
of Notes evidencing not less than a majority of the Note Balance of the
Controlling Note Class shall have the right to direct the time, method and place
of conducting any Proceeding for any remedy available to the Indenture Trustee
with respect to the Notes or exercising any trust or power conferred on the
Indenture Trustee; provided, that:

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

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

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

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

Notwithstanding the rights of Noteholders set forth in this Section 5.11,
subject to Section 6.1, the Indenture Trustee need not take any action that it
determines might involve it in costs or expenses for which it would not be
adequately indemnified or expose it to personal liability or might materially
adversely affect or unduly prejudice the rights of any Noteholders not
consenting to such action.

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

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

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

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

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

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

(b) 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 66?% 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.

(c) Reserved.

                                   ARTICLE VI

                              THE INDENTURE TRUSTEE

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 6.2 Rights of Indenture Trustee. (a) The Indenture Trustee may rely and
shall be protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture or other paper or document believed by it to be
genuine and to have been signed or presented by the proper Person. The Indenture
Trustee need not investigate any fact or matters stated in any such document.

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

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

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

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

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

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

SECTION 6.3 Individual Rights of Indenture Trustee. The Indenture Trustee, in
its individual or any other capacity, may become the owner or pledgee of Notes
and may otherwise deal with the Issuer or its Affiliates with the same rights it
would have if it were not Indenture Trustee. Any Note Paying Agent, Note
Registrar, co-registrar or co-paying agent hereunder may do the same with like
rights.

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

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

SECTION 6.6 Monthly Investor Reports by Indenture Trustee to Securityholders. On
each Payment Date, the Indenture Trustee will forward the Monthly Investor
Report to each Noteholder of record as of the most recent Record Date (which
delivery by the Indenture Trustee to the Noteholders may be made by making such
statement available to the Noteholders through the Indenture Trustee's website,
which initially is located at www.absreporting.com) and to the Owner Trustee for
the Owner Trustee to forward to the Certificateholders.

SECTION 6.7 Compensation and Indemnity. (a) The Issuer shall, or shall cause the
Administrator to, pay to the Indenture Trustee from time to time reasonable
compensation for its services. The Indenture Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Issuer
shall, or shall cause the Administrator to, reimburse the Indenture Trustee for
all reasonable out-of-pocket expenses incurred or made by it, including costs of
collection, in addition to the compensation for its services. Such expenses
shall include the reasonable compensation and expenses, disbursements and
advances of the Indenture Trustee's agents, counsel, accountants and experts.
The Issuer shall, or shall cause the Administrator to, indemnify the Indenture
Trustee for, and to hold it harmless against, any and all loss, liability or
expense (including attorneys' fees) incurred by it in connection with the
administration of and the performance of its duties hereunder, including the
costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder. The Indenture Trustee shall notify the Issuer and the Administrator
promptly of any claim for which it may seek indemnity. Failure by the Indenture
Trustee to so notify the Issuer and the Administrator shall not relieve the
Issuer or the Administrator of its obligations hereunder. The Issuer shall, or
shall cause the Administrator to, defend any such claim. The Indenture Trustee
may have separate counsel and the Issuer shall, or shall cause the Administrator
to, pay the fees and expenses of such counsel. Neither the Issuer nor the
Administrator need reimburse any expense or indemnity against any loss,
liability or expense incurred by the Indenture Trustee through the Indenture
Trustee's own willful misconduct, negligence or bad faith.

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

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

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

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

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

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

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

(b) Any successor Indenture Trustee shall deliver a written acceptance of its
appointment to the retiring Indenture Trustee and to the Issuer. 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 (by regular mail or overnight delivery) 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 provision 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, the Class B Notes and/or the Class C Notes in accordance with Section 6.8
of this Indenture, and the Issuer shall appoint a successor Indenture Trustee
for any or all of such Classes, as applicable, so that there will be separate
Indenture Trustees for the Class A Notes, Class B Notes and the Class C Notes.
In the event the Indenture Trustee fails to comply with the terms of the
preceding sentence, the Indenture Trustee shall comply with TIA Section
310(b)(ii) and (iii).

(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.

                                  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 to receive a copy of the current list of Noteholders, the Indenture
Trustee shall promptly notify the Administrator thereof by providing to the
Administrator a copy of such request and a copy of the list of Noteholders
produced in response thereto.

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

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

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

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

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

(b)               Unless the Issuer otherwise determines, the fiscal year of the
                  Issuer shall correspond to the calendar year.

SECTION 7.4 Reports by Indenture Trustee. (a) If required by TIA Section 313(a),
within sixty (60) days after each April 15, beginning with April 15, 2005 the
Indenture Trustee shall mail to each Noteholder as required by TIA Section
313(c) a brief report dated as of such date that complies with TIA Section
313(a). The Indenture Trustee also shall comply with TIA Section 313(b).

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

                                  ARTICLE VIII

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

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

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

(b)               On or before each Payment Date, the Servicer shall deposit all
                  Available Collections with respect to the Collection Period
                  preceding such Payment Date in the Collection Account as
                  provided in Sections 4.2, 4.3, and 4.5 of the Sale and
                  Servicing Agreement. On or before each Payment Date, all
                  amounts required to be withdrawn from the Reserve Account and
                  deposited in the Collection Account pursuant to Section 4.6(b)
                  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 Payment Date, the Indenture Trustee (based on the
                  information contained in the Monthly Investor Report delivered
                  on or before the related Determination Date pursuant to
                  Section 3.9 of the Sale and Servicing Agreement) shall make
                  the following withdrawals from the Collection Account and make
                  deposits, distributions and payments, to the extent of funds
                  on deposit in the Collection Account with respect to the
                  Collection Period preceding such Payment Date (including
                  funds, if any, deposited therein from the Reserve Account), 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 pro rata, in
                  accordance with the aggregate Outstanding principal balances
                  of the Class A Notes;

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

(vii)             seventh, to the Principal Distribution Account, the Third
                  Priority Principal Distribution Amount, if any;

(viii)            eighth, to the Trust Distribution Account, the Accrued Class D
                  Certificate Interest;

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

(x)               tenth, to the Principal Distribution Account, the Regular
                  Principal Distribution Amount, if any; and

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

Notwithstanding any other provision of this Article VIII, and subject to Section
5.4(b):

          (A)     following the occurrence and during the continuation of an
                  Event of Default specified in Section 5.1(i), 5.1(ii), 5.1(iv)
                  or 5.1(v) that has resulted in an acceleration of the Notes
                  (including the occurrence of such an Event of Default
                  following the occurrence of an Event of Default specified in
                  Section 5.1(iii) hereof that resulted in acceleration of the
                  Notes), the Servicer shall instruct the Indenture Trustee to
                  transfer the funds on deposit in the Collection Account
                  remaining after the application of:

                  (x)      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,

                  (y)      clause (iv) above to the Principal Distribution
                           Account to the extent necessary to reduce principal
                           amount of the Class B Notes to zero and

                  (z)      clause (vi) above to the Principal Distribution
                           Account to the extent necessary to reduce the
                           principal amount of the Class C Notes to zero,

         (B)      following the occurrence and during the continuation of an
                  Event of Default specified in Section 5.1(iii), which has
                  resulted in an acceleration of the Notes, the Servicer shall
                  instruct the Indenture Trustee to transfer the funds on
                  deposit in the Collection Account remaining after the
                  application of clauses (i), (ii), (iii), (iv), (v) and (vi)
                  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) above,
                  the Certificateholders will not receive any distributions of
                  principal or interest until the principal amount and accrued
                  interest on all the Notes has been paid in full.

(d) On each Payment Date, the Indenture Trustee (based on the information
contained in the Monthly Investor Report delivered on or before the related
Determination Date pursuant to Section 3.9 of the Sale and Servicing Agreement)
shall withdraw the funds on deposit in the Principal Distribution Account with
respect to the Collection Period preceding such Payment Date and make
distributions and payments in the following order of priority:

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

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

(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 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;

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

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

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

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

(b) Subject to Section 6.1(c), the Indenture Trustee shall not in any way be
held liable by reason of any insufficiency in any of the Trust Accounts
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 and (i) the Servicer shall have
failed to give investment directions for any funds on deposit in the Collection
Account to the Indenture Trustee by 11:00 a.m. New York Time (or such other time
as may be agreed by the Issuer and the Indenture Trustee) on the Business Day
preceding each Payment Date, (ii) to the knowledge of a Trustee Officer of the
Indenture Trustee, a Default or Event of Default shall have occurred and be
continuing with respect to the Notes but the Notes shall not have been declared
due and payable pursuant to Section 5.2 or (iii) the Notes shall have been
declared due and payable following an Event of Default amounts collected or
receivable from the Indenture Trust Estate are being applied in accordance with
Section 5.4 as if there had not been such a declaration, then in each case the
Indenture Trustee shall, to the fullest extent practicable, invest and reinvest
funds in the Collection Account 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 Issuer's obligations under 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, and an Officer's Certificate and an Opinion of Counsel and
(if required by the TIA) Independent Certificates in accordance with TIA
Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section
11.1.

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

SECTION 8.5 Opinion of Counsel. The Indenture Trustee shall receive at least
seven (7) days notice when requested by the Issuer to take any action pursuant
to Section 8.4(a), accompanied by copies of any instruments involved, and the
Indenture Trustee shall also require, except in connection with any action
contemplated by Section 8.4(c), as a condition to such action, an Opinion of
Counsel, in form and substance satisfactory to the Indenture Trustee, stating
the legal effect of any such action, outlining the steps required to complete
the same, and concluding that all conditions precedent to the taking of such
action have been complied with and such action will not materially and adversely
impair the security for the Notes or the rights of the Noteholders in
contravention of the provisions of this Indenture; provided, however, that such
Opinion of Counsel shall not be required to express an opinion as to the fair
value of the Indenture Trust Estate. Counsel rendering any such opinion may
rely, without independent investigation, on the accuracy and validity of any
certificate or other instrument delivered to the Indenture Trustee in connection
with any such action.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

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

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

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

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

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

(b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order,
may, also without the consent of any of the Noteholders but with prior notice to
the Rating Agencies, enter into an indenture or indentures supplemental hereto
for the purpose of adding any provisions to, or changing in any manner or
eliminating any of the provisions of, this Indenture or of modifying in any
manner (other than the modifications set forth in Section 9.2) the rights of the
Noteholders under this Indenture; provided, however, that (i) such action shall
not adversely affect in any material respect the interests of any Noteholder,
(ii) such action shall not, as evidenced by an Opinion of Counsel, (A) affect
the treatment of the Notes as indebtedness for U.S. federal income or Applicable
Tax State income or franchise tax purposes, (B) be deemed to cause a taxable
exchange of the Notes for U.S. federal income tax purposes, (C) cause the Issuer
to be treated as an association or publicly traded partnership taxable as a
corporation for U.S. federal income tax purposes or (D) cause the Issuer to
incur Michigan Single Business Tax liability, and (iii) Rating Agency
Confirmation shall have been obtained with respect to such action.

SECTION 9.2 Supplemental Indentures with Consent of Noteholders. The Issuer and
the Indenture Trustee, when authorized by an Issuer Order, also may, with prior
notice to the Rating Agencies and the consent of a majority of the Note Balance
of the Controlling Note Class, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to, or changing in
any manner or eliminating any of the provisions of, this Indenture or modifying
in any manner the rights of the Noteholders under this Indenture; provided,
however, that (i) Rating Agency Confirmation shall have been obtained with
respect to such action and (ii) such action shall not, as evidenced by an
Opinion of Counsel, (A) affect the treatment of the Notes as indebtedness for
U.S. federal income or Applicable Tax State income or franchise tax purposes,
(B) be deemed to cause a taxable exchange of the Notes for U.S. federal income
tax purposes, (C) cause the Issuer to be treated as an association or publicly
traded partnership taxable as a corporation for U.S. federal income tax purposes
or (D) cause the Issuer to incur Michigan Single Business Tax liability;
provided, further, that no such supplemental indenture shall, without the
consent of each Outstanding Note affected thereby:

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

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

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

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

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

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

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

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

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

                  It shall not be necessary for any Act of Noteholders under
this Section 9.2 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance
thereof.

                  Promptly after the execution by the Issuer and the Indenture
Trustee of any supplemental indenture pursuant to this Section 9.2, the
Indenture Trustee shall mail to the 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.

                                   ARTICLE X

                               REDEMPTION OF NOTES

SECTION 10.1 Redemption. The Class A Notes, the Class B Notes and the Class C
Notes are subject to redemption in whole, but not in part, at the direction of
the Servicer pursuant to Section 8.1 of the Sale and Servicing Agreement, on any
Payment Date on which the Servicer exercises its option to purchase the assets
of the Issuer pursuant to such Section 8.1, and the amount paid by the Servicer
shall be treated as collections of Receivables and applied to pay the Note
Prepayment Amount and the Certificate Prepayment Amount. If the Class A Notes,
the Class B Notes and the Class C Notes are to be redeemed pursuant to this
Section 10.1, the Servicer or the Issuer shall furnish notice of such election
to the Indenture Trustee and the Rating Agencies not later than thirty-five (35)
days prior to the Redemption Date (and the Indenture Trustee shall promptly
furnish notice to the Noteholders) and the Issuer shall cause the Servicer to
deposit by 10:00 a.m. (New York City time) on the Redemption Date with the
Indenture Trustee in the Collection Account the amount required pursuant to
Section 8.1 of the Sale and Servicing Agreement, whereupon all such Class A
Notes, Class B Notes and Class C Notes shall be paid in full on the Redemption
Date.

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

                  All notices of redemption shall state:

(i)               the Redemption Date;

(ii)              the Note Prepayment Amount;

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

(iv)              that on the Redemption Date, the Note Prepayment Amount will
                  become due and payable upon each such Note and that interest
                  thereon shall cease to accrue from 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), on the Redemption Date become due and
payable at the Note Prepayment Amount and (unless the Issuer shall default in
the payment of the Note Prepayment Amount) no interest shall accrue on the Note
Prepayment Amount for any period after the date to which accrued interest is
calculated for purposes of calculating the Note Prepayment Amount.

                                   ARTICLE XI

                                  MISCELLANEOUS

SECTION 11.1 Compliance Certificates and Opinions, etc. (a) Upon any application
or request by the Issuer to the Indenture Trustee to take any action under any
provision of this Indenture, the Issuer shall furnish to the Indenture Trustee
(i) an Officer's Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been
complied with, (ii) an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with and (iii)
(if required by the TIA) an Independent Certificate from a firm of certified
public accountants meeting the 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 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:

(a) 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

(b) 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 or if sent by overnight delivery to the Issuer addressed to:

                                    Ford Credit Auto Owner Trust 2005-A
                                    c/o Wachovia Bank of Delaware, National
                                        Association
                                    300 Delaware Avenue,  Ninth Floor
                                    Wilmington, Delaware 19801
                                    Attention: Corporate Trust Administration
                                    Telephone: 302-552-3200

                                    with a copy to the Administrator at:

                                    Ford Motor Credit Company
                                    c/o Ford Motor Company
                                    World Headquarters
                                    One American Road, Suite 801-C1
                                    Dearborn, Michigan 48126
                                    Attention:  Ford Credit SPE Management
                                                Office
                                    Telephone:  (313) 594-3495
                                    Facsimile:  (313) 390-4133

                                    and

                                    Ford Motor Credit Company
                                    c/o Ford Motor Company
                                    World Headquarters
                                    One American Road, Suite 1034
                                    Dearborn, Michigan 48126
                                    Attention:  Corporate Secretary
                                    Telephone:  (313) 322-3000
                                    Facsimile:  (313) 248-7613

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 or sent by overnight delivery 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 or sent by overnight delivery 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 governed by and
construed in accordance with the laws of the State of New York.

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 Indenture, 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 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 of the other obligations and liabilities, 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 Audits of the Issuer. The Issuer agrees that, with reasonable
prior written notice, it will permit any authorized representative of the
Indenture Trustee, the Servicer or the Administrator during the Issuer's normal
business hours, to examine and audit the books of account, records, reports and
other documents and materials of the Issuer relating to the performance of the
Issuer's obligations under this Agreement. In addition, the Issuer will permit
such representatives to make copies and extracts of any such books and records
and to discuss the same with the Issuer's officers and Independent certified
public accountants, all at such reasonable times and as often as may reasonably
be requested. Each of the Indenture Trustee, the Servicer and the Administrator
will, and will cause its authorized 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, the Servicer or the Administrator, as the
case may be, may reasonably determine that such disclosure is consistent with
its obligations under this Agreement.

SECTION 11.20 Audits of the Indenture Trustee. The Indenture Trustee agrees
that, with reasonable prior written notice, it will permit any authorized
representative of the Servicer or the Administrator, during the Indenture
Trustee's normal business hours, to examine and audit the books of account,
records, reports and other documents and materials of the Indenture Trustee
relating to (a) the performance of the Indenture Trustee's obligations under
this Agreement, (b) any payments of fees and expenses of the Indenture Trustee
in connection with such performance, and (c) any claim made by the Indenture
Trustee under this Agreement. In addition, the Indenture Trustee will permit
such representatives to make copies and extracts of any such books and records
and to discuss the same with the Indenture Trustee's officers and employees.
Each of the Servicer and the Administrator will, and will cause its authorized
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
Servicer or the Administrator, as the case may be, may reasonably determine that
such disclosure is consistent with its obligations under this Agreement. The
Indenture Trustee will maintain all such pertinent books, records and other
written information for a period of two (2) years after the termination of its
obligations under this Agreement.

SECTION 11.21     Confidential Information.

(a) The Indenture Trustee agrees to hold and treat all Confidential Information
(defined in Section 11.21(b)) provided to it in connection with the Issuer's
offering of the Notes in confidence and in accordance with this Section 11.21,
and will implement and maintain safeguards to further assure the confidentiality
of such Confidential Information. Such Confidential Information will not,
without instruction pursuant to this Agreement or the prior written consent of
the Servicer, be disclosed or used by the Indenture Trustee or its directors,
officers, employees, attorneys or agents (collectively, the "Information
Recipients") other than in connection with the transactions contemplated by the
Basic Documents and the issuance of the Notes. Disclosure that is not in
violation of the Right to Financial Privacy Act of 1978, the Gramm-Leach-Bliley
Act of 1999 (the "G-L-B Act") or other applicable law by the Indenture Trustee
of any Confidential Information (A) in connection with the performance of the
Indenture Trustee's duties hereunder or (B) at the request of the Indenture
Trustee's independent certified public accountants or governmental regulatory
authorities in connection with an examination of the Indenture Trustee by any
such authority will not constitute a breach of its obligations under this
Section 11.21, and will not require the prior written consent of the Servicer.

(b) As used in this Agreement, "Confidential Information" means non-public
personal information (as defined in the G-L-B Act and its enabling regulations
issued by the Federal Trade Commission) regarding Obligors on the Receivables
that is identified as such by the Servicer. Confidential Information will not
include information that (i) is or becomes generally available to the public
other than as a result of disclosure by the Indenture Trustee or any of its
Information Recipients, (ii) was available to the Indenture Trustee on a
non-confidential basis from a Person or entity other than the Servicer prior to
its disclosure to the Indenture Trustee, (iii) is requested to be disclosed by a
governmental authority or related governmental, administrative, or regulatory or
self-regulatory agencies having or claiming authority to regulate or oversee any
aspect of the Indenture Trustee's business or that of its Affiliates or is
otherwise required by law or by legal or regulatory process to be disclosed,
(iv) becomes available to the Indenture Trustee on a non-confidential basis from
a Person other than the Servicer who, to the knowledge of the Indenture Trustee,
is not otherwise bound by a confidentiality agreement with the Servicer and is
not otherwise prohibited from transmitting the information to the Indenture
Trustee or (v) the Servicer provides written permission to the Indenture Trustee
to release.

<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 2005-A

                                          By:   WACHOVIA BANK OF DELAWARE,
                                                NATIONAL ASSOCIATION,
                                                not in its individual capacity
                                                but solely as Owner Trustee of
                                                Ford Credit Auto
                                                Owner Trust 2005-A



                                          By:   /s/ Nicole Poole
                                                Name: Nicole Poole
                                                Title: Assistant Vice President


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



                                          By:   /s/ John Bobko
                                                Name: John Bobko
                                                Title: Assistant 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, AS AMENDED,
PURSUANT TO THE EXEMPTION FROM REGISTRATION SET FORTH IN SECTION 3(a)(3)
THEREOF.


REGISTERED                                                        $ 723,000,000

No. R-1                                                   CUSIP NO. 34527R KN 2


                       FORD CREDIT AUTO OWNER TRUST 2005-A

                       CLASS A-1 2.62% ASSET BACKED NOTES

                  Ford Credit Auto Owner Trust 2005-A, a statutory trust
organized and existing under the laws of the State of Delaware (herein referred
to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO.,
or registered assigns, the principal sum of SEVEN HUNDRED TWENTY THREE MILLION
DOLLARS payable on each Payment Date in an amount equal to the aggregate amount,
if any, payable to Noteholders of Class A-1 Notes on such Payment Date from the
Principal Distribution Account in respect of principal on the Class A-1 Notes
pursuant to Section 3.1 of the Indenture, dated as of January 1, 2005 (as from
time to time amended, supplemented or otherwise modified and in effect, the
"Indenture"), between the Issuer and The Bank of New York, a New York
corporation, as Indenture Trustee (in such capacity the "Indenture Trustee");
provided, however, that the entire unpaid principal amount of this Note shall be
due and payable on the September 2005 Payment Date (the "Class A-1 Final
Scheduled Payment Date"). Capitalized terms used but not defined herein are
defined in Article I of the Indenture, which also contains rules as to
construction that shall be applicable herein.

                  The Issuer shall pay interest on this Note at the rate per
annum shown above on each Payment Date until the principal of this Note is paid
or made available for payment, on the principal amount of this Note outstanding
on the preceding Payment Date (after giving effect to all payments of principal
made on the preceding Payment Date), subject to certain limitations contained in
Section 3.1 of the Indenture. Interest on this Note will accrue for each Payment
Date from and including the previous Payment Date on which interest has been
paid (or, in the case of the initial Payment Date, from the Closing Date) to but
excluding such Payment Date. Interest will be computed on the basis of actual
days elapsed and a 360-day year. Such principal of and interest on this Note
shall be paid in the manner specified on the reverse hereof.

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

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



<PAGE>



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


                REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.



<PAGE>





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

Date: January 13, 2005

                                          FORD CREDIT AUTO OWNER TRUST 2005-A

                                          By:   WACHOVIA BANK OF DELAWARE,
                                                NATIONAL ASSOCIATION,
                                                not in its individual capacity
                                                but solely as Owner Trustee of \
                                                Ford Credit Auto
                                                Owner Trust 2005-A



                                          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: January 13, 2005

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



                                           By:  ______________________________
                                                Authorized Officer



<PAGE>



                                 REVERSE OF NOTE

                  This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class A-1 2.62% Asset Backed Notes (the "Class A-1
Notes"), Class A-2 3.08% Asset Backed Notes (the "Class A-2 Notes"), Class A-3
3.48% Asset Backed Notes (the "Class A-3 Notes"), Class A-4 3.72% Asset Backed
Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class
A-2 Notes and the Class A-3 Notes, the "Class A Notes"), Class B 3.88% Asset
Backed Notes (the "Class B Notes") and Class C 4.08% Asset Backed Notes (the
"Class C Notes" and, together with the Class A Notes and the Class B Notes, the
"Notes"), are issued under the Indenture, to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights and obligations thereunder of the Issuer, the Indenture Trustee and the
Noteholders. The Notes are subject to all terms of the Indenture.

                  The Class A-1 Notes are and will be equally and ratably
secured by the collateral pledged as security therefor as provided in the
Indenture. Interest on and principal of the Notes will be payable in accordance
with the priority of payments set forth in Section 8.2 of the Indenture.

                  Principal of the Class A-1 Notes will be payable on each
Payment Date in an amount described on the face hereof. "Payment Date" means the
fifteenth day of each month, or, if any such day is not a Business Day, the next
succeeding Business Day, commencing in February 2005.

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

                  Payments of interest on this Note on each Payment Date,
together with the installment of principal, if any, to the extent not in full
payment of this Note, shall be made to the Person whose name appears as the
Registered Noteholder of the Note (or one or more Predecessor Notes) on the Note
Register as of the close of business on each Record Date either by wire transfer
in immediately available funds, to the account of such Noteholder at a bank or
other entity having appropriate facilities therefor, if such Noteholder shall
have provided to the Note Registrar appropriate written instructions at least
five (5) Business Days prior to such Payment Date and such Noteholder's Notes in
the aggregate evidence a denomination of not less than $1,000,000, or, if not,
by check mailed first-class postage prepaid to such Person's address as it
appears on the Note Register on such Record Date; provided, that, unless
Definitive Notes have been issued to Note Owners, with respect to Notes
registered on the Record Date in the name of the nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payments will be made by wire
transfer in immediately available funds to the account designated by such
nominee. Such payments will be made without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of this
Note (or any one or more Predecessor Notes) effected by any payments made on any
Payment Date shall be binding upon all future Noteholders of this Note and of
any Note issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not noted hereon. If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Payment Date, then the
Indenture Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the Registered Noteholder hereof as of the Record Date preceding
such Payment Date by notice mailed or transmitted by facsimile prior to such
Payment Date, and the amount then due and payable shall be payable only upon
presentation and surrender of this Note at the Indenture Trustee's principal
Corporate Trust Office or at the office of the Indenture Trustee's agent
appointed for such purposes located in The City of New York.

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

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

                  The transfer of this Note is subject to the restrictions on
transfer specified on the face hereof and to the other limitations set forth in
the Indenture. Subject to the satisfaction of such restrictions and limitations,
the transfer of this Note may be registered on the Note Register upon surrender
of this Note for registration of transfer at the office or agency designated by
the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Indenture Trustee
duly executed by, the Noteholder hereof or such Noteholder's attorney duly
authorized in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Note Registrar, and thereupon one
or more new Notes of the same Class in authorized denominations and in the same
aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will be charged for any registration of transfer
or exchange of this Note, but the transferor may be required to pay a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any such registration of transfer or exchange.

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

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

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

                  Each Noteholder or Note Owner, by acceptance of a Note or, in
the case of a Note Owner, a beneficial interest in a Note, covenants and agrees
by accepting the benefits of the Indenture that such 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.

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

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



<PAGE>


                                   ASSIGNMENT

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

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

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

------------------------------------------------------------------------
                         (name and address of assignee)

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


Dated:                                         ____________________________*/
        ------------------------------
                                               Signature Guaranteed


                                               ____________________________*/


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

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



<PAGE>



                                      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.


REGISTERED                                                       $1,549,000,000

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


                       FORD CREDIT AUTO OWNER TRUST 2005-A

                       CLASS A-2 3.08% ASSET BACKED NOTES

                  Ford Credit Auto Owner Trust 2005-A, a statutory trust
organized and existing under the laws of the State of Delaware (herein referred
to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO.,
or registered assigns, the principal sum of ONE BILLION FIVE HUNDRED FORTY NINE
MILLION DOLLARS payable on each Payment Date in an amount equal to the aggregate
amount, if any, payable to Noteholders of Class A-2 Notes on such Payment 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 January 1, 2005 (as
from time to time amended, supplemented or otherwise modified and in effect, the
"Indenture"), between the Issuer and The Bank of New York, a New York
corporation, as Indenture Trustee (in such capacity the "Indenture Trustee");
provided, however, that the entire unpaid principal amount of this Note shall be
due and payable on the July 2007 Payment Date (the "Class A-2 Final Scheduled
Payment Date") or the Redemption Date, if any, pursuant to 10.1 of the
Indenture. Capitalized terms used but not defined herein are defined in Article
I of the Indenture, which also contains rules as to construction that shall be
applicable herein.

                  The Issuer shall pay interest on this Note at the rate per
annum shown above on each Payment Date until the principal of this Note is paid
or made available for payment, on the principal amount of this Note outstanding
on the preceding Payment Date (after giving effect to all payments of principal
made on the preceding Payment Date), subject to certain limitations contained in
Section 3.1 of the Indenture. Interest on this Note will accrue for each Payment
Date from and including the fifteenth day of the calendar month immediately
preceding such Payment Date (or, in the case of the initial Payment Date, from
the Closing Date) to but excluding the fifteenth day of the following calendar
month. Interest will be computed on the basis of a 360-day year of twelve 30-day
months. Such principal of and interest on this Note shall be paid in the manner
specified on the reverse hereof.

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

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



<PAGE>



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



                REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.



<PAGE>





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

Date: January 13, 2005

                                          FORD CREDIT AUTO OWNER TRUST 2005-A

                                          By:   WACHOVIA BANK OF DELAWARE,
                                                NATIONAL ASSOCIATION,
                                                not in its individual capacity
                                                but solely as Owner Trustee of
                                                Ford Credit Auto
                                                Owner Trust 2005-A



                                          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: January 13, 2005

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



                                          By:  ________________________________
                                               Authorized Officer

<PAGE>



                                 REVERSE OF NOTE

                  This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class A-2 3.08% Asset Backed Notes (the "Class A-2
Notes"), which, together with the Issuer's Class A-1 2.62% Asset Backed Notes
(the "Class A-1 Notes"), Class A-3 3.48% Asset Backed Notes (the "Class A-3
Notes"), Class A-4 3.72% Asset Backed Notes (the "Class A-4 Notes" and, together
with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the
"Class A Notes"), Class B 3.88% Asset Backed Notes (the "Class B Notes") and
Class C 4.08% Asset Backed Notes (the "Class C Notes" and, together with the
Class A Notes and the Class B Notes, the "Notes"), are issued under the
Indenture, to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights and obligations
thereunder of the Issuer, the Indenture Trustee and the Noteholders. The Notes
are subject to all terms of the Indenture.

                  The Class A-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
Payment Date in an amount described on the face hereof. "Payment Date" means the
fifteenth day of each month, or, if any such day is not a Business Day, the next
succeeding Business Day, commencing in February 2005.

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

                  Payments of interest on this Note on each Payment Date,
together with the installment of principal, if any, to the extent not in full
payment of this Note, shall be made to the Person whose name appears as the
Registered Noteholder of the Note (or one or more Predecessor Notes) on the Note
Register as of the close of business on each Record Date either by wire transfer
in immediately available funds, to the account of such Noteholder at a bank or
other entity having appropriate facilities therefor, if such Noteholder shall
have provided to the Note Registrar appropriate written instructions at least
five (5) Business Days prior to such Payment Date and such Noteholder's Notes in
the aggregate evidence a denomination of not less than $1,000,000, or, if not,
by check mailed first-class postage prepaid to such Person's address as it
appears on the Note Register on such Record Date; provided, that, unless
Definitive Notes have been issued to Note Owners, with respect to Notes
registered on the Record Date in the name of the nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payments will be made by wire
transfer in immediately available funds to the account designated by such
nominee. Such payments will be made without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of this
Note (or any one or more Predecessor Notes) effected by any payments made on any
Payment Date shall be binding upon all future Noteholders of this Note and of
any Note issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not noted hereon. If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Payment Date, then the
Indenture Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the Registered Noteholder hereof as of the Record Date preceding
such Payment Date by notice mailed or transmitted by facsimile prior to such
Payment Date, and the amount then due and payable shall be payable only upon
presentation and surrender of this Note at the Indenture Trustee's principal
Corporate Trust Office or at the office of the Indenture Trustee's agent
appointed for such purposes located in The City of New York.

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

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

                  The transfer of this Note is subject to the restrictions on
transfer specified on the face hereof and to the other limitations set forth in
the Indenture. Subject to the satisfaction of such restrictions and limitations,
the transfer of this Note may be registered on the Note Register upon surrender
of this Note for registration of transfer at the office or agency designated by
the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Indenture Trustee
duly executed by, the Noteholder hereof or such Noteholder's attorney duly
authorized in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Note Registrar, and thereupon one
or more new Notes of the same Class in authorized denominations and in the same
aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will be charged for any registration of transfer
or exchange of this Note, but the transferor may be required to pay a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any such registration of transfer or exchange.

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

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

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

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

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

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

                  The Indenture permits, with certain exceptions requiring the
consent of all Noteholders affected thereby as therein provided, the amendment
thereof and the modification of the rights and obligations of the Issuer and the
rights of the Noteholders under the Indenture at any time by the Issuer with the
consent of the Noteholders of Notes evidencing not less than a majority of the
principal amount of the Controlling Note Class. 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.

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

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



<PAGE>



                                   ASSIGNMENT

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

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

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

----------------------------------------------------------------------
                         (name and address of assignee)

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


Dated:  ________________                       ____________________________*/
                                               Signature Guaranteed


                                               ____________________________*/


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

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




<PAGE>




                                      A-3-1

                                                                     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                                                       $1,383,000,000

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


                       FORD CREDIT AUTO OWNER TRUST 2005-A

                       CLASS A-3 3.48% ASSET BACKED NOTES

                  Ford Credit Auto Owner Trust 2005-A, a statutory trust
organized and existing under the laws of the State of Delaware (herein referred
to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO.,
or registered assigns, the principal sum of ONE BILLION THREE HUNDRED EIGHTY
THREE MILLION DOLLARS payable on each Payment Date in an amount equal to the
aggregate amount, if any, payable to Noteholders of Class A-3 Notes on such
Payment 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
January 1, 2005 (as from time to time amended, supplemented or otherwise
modified and in effect, the "Indenture"), between the Issuer and The Bank of New
York, a New York corporation, as Indenture Trustee (in such capacity the
"Indenture Trustee"); provided, however, that the entire unpaid principal amount
of this Note shall be due and payable on the earlier of the November 2008
Payment Date (the "Class A-3 Final Scheduled Payment Date") or the Redemption
Date, if any, pursuant to Section 10.1 of the Indenture. Capitalized terms used
but not defined herein are defined in Article I of the Indenture, which also
contains rules as to construction that shall be applicable herein.

                  The Issuer shall pay interest on this Note at the rate per
annum shown above on each Payment Date until the principal of this Note is paid
or made available for payment, on the principal amount of this Note outstanding
on the preceding Payment Date (after giving effect to all payments of principal
made on the preceding Payment Date), subject to certain limitations contained in
Section 3.1 of the Indenture. Interest on this Note will accrue for each Payment
Date from and including the fifteenth day of the calendar month immediately
preceding such Payment Date (or, in the case of the initial Payment Date, from
the Closing Date) to but excluding the fifteenth day of the following calendar
month. Interest will be computed on the basis of a 360-day year of twelve 30-day
months. Such principal of and interest on this Note shall be paid in the manner
specified on the reverse hereof.

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

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



<PAGE>



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


                REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.



<PAGE>



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

Date: January 13, 2005

                                          FORD CREDIT AUTO OWNER TRUST 2005-A

                                          By:   WACHOVIA BANK OF DELAWARE,
                                                NATIONAL ASSOCIATION,
                                                not in its individual capacity
                                                but solely as Owner Trustee of
                                                Ford Credit Auto
                                                Owner Trust 2005-A



                                          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: January 13, 2005

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



                                          By: _________________________________
                                              Authorized Officer


<PAGE>



                                 REVERSE OF NOTE

                  This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class A-3 3.48% Asset Backed Notes (the "Class A-3
Notes"), which, together with the Issuer's Class A-1 2.62% Asset Backed Notes
(the "Class A-1 Notes"), Class A-2 3.08% Asset Backed Notes (the "Class A-2
Notes"), Class A-4 3.72% Asset Backed Notes (the "Class A-4 Notes" and together
with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the
"Class A Notes"), Class B 3.88% Asset Backed Notes (the "Class B Notes") and
Class C 4.08% Asset Backed Notes (the "Class C Notes" and, together with the
Class A Notes and the Class B Notes, the "Notes"), are issued under the
Indenture, to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights and obligations
thereunder of the Issuer, the Indenture Trustee and the Noteholders. The Notes
are subject to all terms of the Indenture.

                  The Class A-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
Payment Date in an amount described on the face hereof. "Payment Date" means the
fifteenth day of each month, or, if any such day is not a Business Day, the next
succeeding Business Day, commencing in February 2005.

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

                  Payments of interest on this Note on each Payment Date,
together with the installment of principal, if any, to the extent not in full
payment of this Note, shall be made to the Person whose name appears as the
Registered Noteholder of the Note (or one or more Predecessor Notes) on the Note
Register as of the close of business on each Record Date either by wire transfer
in immediately available funds, to the account of such Noteholder at a bank or
other entity having appropriate facilities therefor, if such Noteholder shall
have provided to the Note Registrar appropriate written instructions at least
five (5) Business Days prior to such Payment Date and such Noteholder's Notes in
the aggregate evidence a denomination of not less than $1,000,000, or, if not,
by check mailed first-class postage prepaid to such Person's address as it
appears on the Note Register on such Record Date; provided, that, unless
Definitive Notes have been issued to Note Owners, with respect to Notes
registered on the Record Date in the name of the nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payments will be made by wire
transfer in immediately available funds to the account designated by such
nominee. Such payments will be made without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of this
Note (or any one or more Predecessor Notes) effected by any payments made on any
Payment Date shall be binding upon all future Noteholders of this Note and of
any Note issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not noted hereon. If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Payment Date, then the
Indenture Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the Registered Noteholder hereof as of the Record Date preceding
such Payment Date by notice mailed or transmitted by facsimile prior to such
Payment Date, and the amount then due and payable shall be payable only upon
presentation and surrender of this Note at the Indenture Trustee's principal
Corporate Trust Office or at the office of the Indenture Trustee's agent
appointed for such purposes located in The City of New York.

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

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

                  The transfer of this Note is subject to the restrictions on
transfer specified on the face hereof and to the other limitations set forth in
the Indenture. Subject to the satisfaction of such restrictions and limitations,
the transfer of this Note may be registered on the Note Register upon surrender
of this Note for registration of transfer at the office or agency designated by
the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Indenture Trustee
duly executed by, the Noteholder hereof or such Noteholder's attorney duly
authorized in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Note Registrar, and thereupon one
or more new Notes of the same Class in authorized denominations and in the same
aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will be charged for any registration of transfer
or exchange of this Note, but the transferor may be required to pay a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any such registration of transfer or exchange.

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

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

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

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

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

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

                  The Indenture permits, with certain exceptions requiring the
consent of all Noteholders affected thereby as therein provided, the amendment
thereof and the modification of the rights and obligations of the Issuer and the
rights of the Noteholders under the Indenture at any time by the Issuer with the
consent of the Noteholders of Notes evidencing not less than a majority of the
principal amount of the Controlling Note Class. 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.

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

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



<PAGE>



                                   ASSIGNMENT


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

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

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

----------------------------------------------------------------------
                         (name and address of assignee)

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


Dated:  _______________                           __________________________ */
                                                  Signature Guaranteed

                                                  ___________________________*/

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

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




<PAGE>





                                      A-4-1

                                                                     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                                                         $620,000,000

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


                       FORD CREDIT AUTO OWNER TRUST 2005-A

                       CLASS A-4 3.72% ASSET BACKED NOTES

                  Ford Credit Auto Owner Trust 2005-A, a statutory trust
organized and existing under the laws of the State of Delaware (herein referred
to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO.,
or registered assigns, the principal sum of SIX HUNDRED TWENTY MILLION DOLLARS
payable on each Payment Date in an amount equal to the aggregate amount, if any,
payable to Noteholders of Class A-4 Notes on such Payment Date from the
Principal Distribution Account in respect of principal on the Class A-4 Notes
pursuant to Section 3.1 of the Indenture, dated as of January 1, 2005 (as from
time to time amended, supplemented or otherwise modified and in effect, the
"Indenture"), between the Issuer and The Bank of New York, a New York
corporation, as Indenture Trustee (in such capacity the "Indenture Trustee");
provided, however, that the entire unpaid principal amount of this Note shall be
due and payable on the earlier of the October 2009 Payment Date (the "Class A-4
Final Scheduled Payment Date") or the Redemption Date, if any, pursuant to
Section 10.1 of the Indenture. Capitalized terms used but not defined herein are
defined in Article I of the Indenture, which also contains rules as to
construction that shall be applicable herein.

                  The Issuer shall pay interest on this Note at the rate per
annum shown above on each Payment Date until the principal of this Note is paid
or made available for payment, on the principal amount of this Note outstanding
on the preceding Payment Date (after giving effect to all payments of principal
made on the preceding Payment Date), subject to certain limitations contained in
Section 3.1 of the Indenture. Interest on this Note will accrue for each Payment
Date from and including the fifteenth day of the calendar month immediately
preceding such Payment Date (or, in the case of the initial Payment Date, from
the Closing Date) to but excluding the fifteenth day of the following calendar
month. Interest will be computed on the basis of a 360-day year of twelve 30-day
months. Such principal of and interest on this Note shall be paid in the manner
specified on the reverse hereof.

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

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

<PAGE>



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


                REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.



<PAGE>



                                      A-4-1



                  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: January 13, 2005

                                          FORD CREDIT AUTO OWNER TRUST 2005-A

                                          By:   WACHOVIA BANK OF DELAWARE,
                                                NATIONAL ASSOCIATION,
                                                not in its individual capacity
                                                but solely as Owner Trustee of
                                                Ford Credit Auto
                                                Owner Trust 2005-A



                                          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: January 13, 2005

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



                                          By: ________________________________
                                              Authorized Officer

<PAGE>



                                 REVERSE OF NOTE

                  This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class A-4 3.72% Asset Backed Notes (the "Class A-4
Notes", which, together with the Issuer's Class A-1 2.62% Asset Backed Notes
(the "Class A-1 Notes"), Class A-2 3.08% Asset Backed Notes (the "Class A-2
Notes"), Class A-3 3.48% Asset Backed Notes (the "Class A-3 Notes") are, the
"Class A Notes"), Class B 3.88% Asset Backed Notes (the "Class B Notes") and
Class C 4.08% Asset Backed Notes (the "Class C Notes" and, together with the
Class A Notes and the Class B Notes, the "Notes"), are issued under the
Indenture, to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights and obligations
thereunder of the Issuer, the Indenture Trustee and the Noteholders. The Notes
are subject to all terms of the Indenture.

                  The Class A-4 Notes are and will be equally and ratably
secured by the collateral pledged as security therefor as provided in the
Indenture. Interest on and principal of the Notes will be payable in accordance
with the priority of payments set forth in Section 8.2 of the Indenture.

                  Principal of the Class A-4 Notes will be payable on each
Payment Date in an amount described on the face hereof. "Payment Date" means the
fifteenth day of each month, or, if any such day is not a Business Day, the next
succeeding Business Day, commencing in February 2005.

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

                  Payments of interest on this Note on each Payment Date,
together with the installment of principal, if any, to the extent not in full
payment of this Note, shall be made to the Person whose name appears as the
Registered Noteholder of the Note (or one or more Predecessor Notes) on the Note
Register as of the close of business on each Record Date either by wire transfer
in immediately available funds, to the account of such Noteholder at a bank or
other entity having appropriate facilities therefor, if such Noteholder shall
have provided to the Note Registrar appropriate written instructions at least
five (5) Business Days prior to such Payment Date and such Noteholder's Notes in
the aggregate evidence a denomination of not less than $1,000,000, or, if not,
by check mailed first-class postage prepaid to such Person's address as it
appears on the Note Register on such Record Date; provided, that, unless
Definitive Notes have been issued to Note Owners, with respect to Notes
registered on the Record Date in the name of the nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payments will be made by wire
transfer in immediately available funds to the account designated by such
nominee. Such payments will be made without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of this
Note (or any one or more Predecessor Notes) effected by any payments made on any
Payment Date shall be binding upon all future Noteholders of this Note and of
any Note issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not noted hereon. If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Payment Date, then the
Indenture Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the Registered Noteholder hereof as of the Record Date preceding
such Payment Date by notice mailed or transmitted by facsimile prior to such
Payment Date, and the amount then due and payable shall be payable only upon
presentation and surrender of this Note at the Indenture Trustee's principal
Corporate Trust Office or at the office of the Indenture Trustee's agent
appointed for such purposes located in The City of New York.

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

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

                  The transfer of this Note is subject to the restrictions on
transfer specified on the face hereof and to the other limitations set forth in
the Indenture. Subject to the satisfaction of such restrictions and limitations,
the transfer of this Note may be registered on the Note Register upon surrender
of this Note for registration of transfer at the office or agency designated by
the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Indenture Trustee
duly executed by, the Noteholder hereof or such Noteholder's attorney duly
authorized in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Note Registrar, and thereupon one
or more new Notes of the same Class in authorized denominations and in the same
aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will be charged for any registration of transfer
or exchange of this Note, but the transferor may be required to pay a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any such registration of transfer or exchange.

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

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

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

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

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

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

                  The Indenture permits, with certain exceptions requiring the
consent of all Noteholders affected thereby as therein provided, the amendment
thereof and the modification of the rights and obligations of the Issuer and the
rights of the Noteholders under the Indenture at any time by the Issuer with the
consent of the Noteholders of Notes evidencing not less than a majority of the
principal amount of the Controlling Note Class. 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.

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

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



<PAGE>


                                   ASSIGNMENT

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

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

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

--------------------------------------------------------------------
                         (name and address of assignee)

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



Dated:  _____________                            ___________________________ */
                                                 Signature Guaranteed

                                                 ____________________________*/


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

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


<PAGE>



                                       B-2

                                                                       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                                                         $135,000,000

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


                       FORD CREDIT AUTO OWNER TRUST 2005-A

                        CLASS B 3.88% ASSET BACKED NOTES

                  Ford Credit Auto Owner Trust 2005-A, a statutory trust
organized and existing under the laws of the State of Delaware (herein referred
to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO.,
or registered assigns, the principal sum of ONE HUNDRED THIRTY FIVE MILLION
DOLLARS payable on each Payment Date in an amount equal to the aggregate amount,
if any, payable to Noteholders of Class B Notes on such Payment 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 January 1, 2005 (as from
time to time amended, supplemented or otherwise modified and in effect, the
"Indenture"), between the Issuer and The Bank of New York, a New York
corporation, as Indenture Trustee (in such capacity the "Indenture Trustee");
provided, however, that the entire unpaid principal amount of this Note shall be
due and payable on the earlier of the January 2010 Payment Date (the "Class B
Final Scheduled Payment Date") or the Redemption Date, if any, pursuant to
Section 10.1 of the Indenture. Capitalized terms used but not defined herein are
defined in Article I of the Indenture, which also contains rules as to
construction that shall be applicable herein.

                  The Issuer shall pay interest on this Note at the rate per
annum shown above on each Payment Date until the principal of this Note is paid
or made available for payment, on the principal amount of this Note outstanding
on the preceding Payment Date (after giving effect to all payments of principal
made on the preceding Payment Date), subject to certain limitations contained in
Section 3.1 of the Indenture. Interest on this Note will accrue for each Payment
Date from and including the fifteenth day of the calendar month immediately
preceding such Payment Date (or, in the case of the initial Payment Date, from
the Closing Date) to but excluding the fifteenth day of the following calendar
month. Interest will be computed on the basis of a 360-day year of twelve 30-day
months. Such principal of and interest on this Note shall be paid in the manner
specified on the reverse hereof.

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

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

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


                REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.



<PAGE>



                                       B-8



                  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: January 13, 2005

                                          FORD CREDIT AUTO OWNER TRUST 2005-A

                                          By:   WACHOVIA BANK OF DELAWARE,
                                                NATIONAL ASSOCIATION,
                                                not in its individual capacity
                                                but solely as Owner Trustee of
                                                Ford Credit Auto
                                                Owner Trust 2005-A


                                          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: January 13, 2005

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



                                          By: __________________________________
                                              Authorized Officer


<PAGE>



                                 REVERSE OF NOTE

                  This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class B 3.88% Asset Backed Notes (the "Class B
Notes"), which, together with the Class A-1 2.62% Asset Backed Notes (the "Class
A-1 Notes"), Class A-2 3.08% Asset Backed Notes (the "Class A-2 Notes"), Class
A-3 3.48% Asset Backed Notes (the "Class A-3 Notes"), Class A-4 3.72% Asset
Backed Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the
Class A-2 Notes and the Class A-3 Notes, the "Class A Notes") and Class C 4.08%
Asset Backed Notes (the "Class C Notes" and, together with the Class A Notes and
the Class B Notes, the "Notes"), are issued under the Indenture, to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights and obligations thereunder of the Issuer, the
Indenture Trustee and the Noteholders. The Notes are subject to all terms of the
Indenture.

                  The Class B 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 and will
be payable in accordance with the priority of payments set forth in Section 8.2
of the Indenture.

                  Principal of the Class B Notes will be payable on each Payment
Date in an amount described on the face hereof. "Payment Date" means the
fifteenth day of each month, or, if any such day is not a Business Day, the next
succeeding Business Day, commencing in February 2005.

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

                  Payments of interest on this Note on each Payment Date,
together with the installment of principal, if any, to the extent not in full
payment of this Note, shall be made to the Person whose name appears as the
Registered Noteholder of the Note (or one or more Predecessor Notes) on the Note
Register as of the close of business on each Record Date either by wire transfer
in immediately available funds, to the account of such Noteholder at a bank or
other entity having appropriate facilities therefor, if such Noteholder shall
have provided to the Note Registrar appropriate written instructions at least
five (5) Business Days prior to such Payment Date and such Noteholder's Notes in
the aggregate evidence a denomination of not less than $1,000,000, or, if not,
by check mailed first-class postage prepaid to such Person's address as it
appears on the Note Register on such Record Date; provided, that, unless
Definitive Notes have been issued to Note Owners, with respect to Notes
registered on the Record Date in the name of the nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payments will be made by wire
transfer in immediately available funds to the account designated by such
nominee. Such payments will be made without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of this
Note (or any one or more Predecessor Notes) effected by any payments made on any
Payment Date shall be binding upon all future Noteholders of this Note and of
any Note issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not noted hereon. If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Payment Date, then the
Indenture Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the Registered Noteholder hereof as of the Record Date preceding
such Payment Date by notice mailed or transmitted by facsimile prior to such
Payment Date, and the amount then due and payable shall be payable only upon
presentation and surrender of this Note at the Indenture Trustee's principal
Corporate Trust Office or at the office of the Indenture Trustee's agent
appointed for such purposes located in The City of New York.

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

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

                  The transfer of this Note is subject to the restrictions on
transfer specified on the face hereof and to the other limitations set forth in
the Indenture. Subject to the satisfaction of such restrictions and limitations,
the transfer of this Note may be registered on the Note Register upon surrender
of this Note for registration of transfer at the office or agency designated by
the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Indenture Trustee
duly executed by, the Noteholder hereof or such Noteholder's attorney duly
authorized in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Note Registrar, and thereupon one
or more new Notes of the same Class in authorized denominations and in the same
aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will be charged for any registration of transfer
or exchange of this Note, but the transferor may be required to pay a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any such registration of transfer or exchange.

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

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

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



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

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

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

                  The Indenture permits, with certain exceptions requiring the
consent of all Noteholders affected thereby as therein provided, the amendment
thereof and the modification of the rights and obligations of the Issuer and the
rights of the Noteholders under the Indenture at any time by the Issuer with the
consent of the Noteholders of Notes evidencing not less than a majority of the
principal amount of the Controlling Note Class. 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.

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

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



<PAGE>



                                   ASSIGNMENT


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

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

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

------------------------------------------------------------------------
                         (name and address of assignee)

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


Dated:  ________________                         ___________________________*/
                                                 Signature Guaranteed

                                                 ___________________________*/


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

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




<PAGE>





                                       C-1

                                                                       EXHIBIT C

                              FORM OF CLASS C NOTE

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

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


REGISTERED                                                         $90,000,000

No. R-1                                                  CUSIP NO. 34527R KT 9


                       FORD CREDIT AUTO OWNER TRUST 2005-A

                        CLASS C 4.08% ASSET BACKED NOTES

                  Ford Credit Auto Owner Trust 2005-A, a statutory trust
organized and existing under the laws of the State of Delaware (herein referred
to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO.,
or registered assigns, the principal sum of NINETY MILLION DOLLARS payable on
each Payment Date in an amount equal to the aggregate amount, if any, payable to
Noteholders of Class C Notes on such Payment Date from the Principal
Distribution Account in respect of principal on the Class C Notes pursuant to
Section 3.1 of the Indenture, dated as of January 1, 2005 (as from time to time
amended, supplemented or otherwise modified and in effect, the "Indenture"),
between the Issuer and The Bank of New York, a New York corporation, as
Indenture Trustee (in such capacity the "Indenture Trustee"); provided, however,
that the entire unpaid principal amount of this Note shall be due and payable on
the earlier of the June 2010 Payment Date (the "Class C Final Scheduled Payment
Date") or the Redemption Date, if any, pursuant to Section 10.1 of the
Indenture. Capitalized terms used but not defined herein are defined in Article
I of the Indenture, which also contains rules as to construction that shall be
applicable herein.

                  The Issuer shall pay interest on this Note at the rate per
annum shown above on each Payment Date until the principal of this Note is paid
or made available for payment, on the principal amount of this Note outstanding
on the preceding Payment Date (after giving effect to all payments of principal
made on the preceding Payment Date), subject to certain limitations contained in
Section 3.1 of the Indenture. Interest on this Note will accrue for each Payment
Date from and including the fifteenth day of the calendar month immediately
preceding such Payment Date (or, in the case of the initial Payment Date, from
the Closing Date) to but excluding the fifteenth day of the following calendar
month. Interest will be computed on the basis of a 360-day year of twelve 30-day
months. Such principal of and interest on this Note shall be paid in the manner
specified on the reverse hereof.

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

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

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


                REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.



<PAGE>



                                       C-8



                  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: January 13, 2005

                                          FORD CREDIT AUTO OWNER TRUST 2005-A

                                          By:   WACHOVIA BANK OF DELAWARE,
                                                NATIONAL ASSOCIATION
                                                not in its individual capacity
                                                but solely as Owner Trustee of
                                                Ford Credit Auto
                                                Owner Trust 2005-A


                                          By:   _______________________________
                                                Authorized Officer


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date: January 13, 2005

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



                                          By: ________________________________
                                              Authorized Officer

<PAGE>



                                 REVERSE OF NOTE

                  This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class C 4.08% Asset Backed Notes (the "Class C
Notes"), which, together with the Issuer's Class A-1 2.62% Asset Backed Notes
(the "Class A-1 Notes"), Class A-2 3.08% Asset Backed Notes (the "Class A-2
Notes"), Class A-3 3.48% Asset Backed Notes (the "Class A-3 Notes"), Class A-4
3.72% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1
Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes"), Class
B 3.88% Asset Backed Notes (the "Class B Notes" and, together with the Class A
Notes and the Class C Notes, the "Notes"), are issued under the Indenture, to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights and obligations thereunder of the
Issuer, the Indenture Trustee and the Noteholders. The Notes are subject to all
terms of the Indenture.

                  The Class C Notes are and will be equally and ratably secured
by the collateral pledged as security therefor as provided in the Indenture. The
Class C Notes are subordinated in right of payment to the Class A Notes and the
Class B Notes and will be payable in accordance with the priority of payments
set forth in Section 8.2 of the Indenture.

                  Principal of the Class C Notes will be payable on each Payment
Date in an amount described on the face hereof. "Payment Date" means the
fifteenth day of each month, or, if any such day is not a Business Day, the next
succeeding Business Day, commencing in February 2005.

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

                  Payments of interest on this Note on each Payment Date,
together with the installment of principal, if any, to the extent not in full
payment of this Note, shall be made to the Person whose name appears as the
Registered Noteholder of the Note (or one or more Predecessor Notes) on the Note
Register as of the close of business on each Record Date either by wire transfer
in immediately available funds, to the account of such Noteholder at a bank or
other entity having appropriate facilities therefor, if such Noteholder shall
have provided to the Note Registrar appropriate written instructions at least
five (5) Business Days prior to such Payment Date and such Noteholder's Notes in
the aggregate evidence a denomination of not less than $1,000,000, or, if not,
by check mailed first-class postage prepaid to such Person's address as it
appears on the Note Register on such Record Date; provided, that, unless
Definitive Notes have been issued to Note Owners, with respect to Notes
registered on the Record Date in the name of the nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payments will be made by wire
transfer in immediately available funds to the account designated by such
nominee. Such payments will be made without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of this
Note (or any one or more Predecessor Notes) effected by any payments made on any
Payment Date shall be binding upon all future Noteholders of this Note and of
any Note issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not noted hereon. If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Payment Date, then the
Indenture Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the Registered Noteholder hereof as of the Record Date preceding
such Payment Date by notice mailed or transmitted by facsimile prior to such
Payment Date, and the amount then due and payable shall be payable only upon
presentation and surrender of this Note at the Indenture Trustee's principal
Corporate Trust Office or at the office of the Indenture Trustee's agent
appointed for such purposes located in The City of New York.

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

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

                  The transfer of this Note is subject to the restrictions on
transfer specified on the face hereof and to the other limitations set forth in
the Indenture. Subject to the satisfaction of such restrictions and limitations,
the transfer of this Note may be registered on the Note Register upon surrender
of this Note for registration of transfer at the office or agency designated by
the Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Indenture Trustee
duly executed by, the Noteholder hereof or such Noteholder's attorney duly
authorized in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Note Registrar, and thereupon one
or more new Notes of the same Class in authorized denominations and in the same
aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will be charged for any registration of transfer
or exchange of this Note, but the transferor may be required to pay a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any such registration of transfer or exchange.

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

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

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

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

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

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

                  The Indenture permits, with certain exceptions requiring the
consent of all Noteholders affected thereby as therein provided, the amendment
thereof and the modification of the rights and obligations of the Issuer and the
rights of the Noteholders under the Indenture at any time by the Issuer with the
consent of the Noteholders of Notes evidencing not less than a majority of the
principal amount of the Controlling Note Class. 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.

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

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



<PAGE>



                                   ASSIGNMENT


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

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

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

---------------------------------------------------------------------
                         (name and address of assignee)

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


Dated:  _______________                          ___________________________*/
                                                    Signature Guaranteed

                                                 ___________________________*/


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

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


<PAGE>



                                       E-1

                                                                       EXHIBIT D



                        FORM OF NOTE DEPOSITORY AGREEMENT



<PAGE>



                                      SA-1

                                                                      SCHEDULE A


                             Schedule of Receivables

                Provided to the Indenture Trustee at the Closing



<PAGE>



                                      AA-1

                                                                      APPENDIX A


                              Definitions and Usage