Exhibit 4.1










                                    INDENTURE


                                     between


                      FORD CREDIT AUTO OWNER TRUST 2001-D,

                                    as Issuer


                                       and


                            THE CHASE MANHATTAN BANK,

                              as Indenture Trustee


                           Dated as of August 1, 2001







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

  TIA                                                                                       Indenture
Section                                                                                      Section

<S>                                                                                             <C>
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.

</TABLE>

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<TABLE>
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                                TABLE OF CONTENTS

<S>                                                                                               <C>
                                    ARTICLE I

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

                                   ARTICLE II

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

                                   ARTICLE III

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

                                   ARTICLE IV

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

                                    ARTICLE V

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

                                   ARTICLE VI

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

                                   ARTICLE VII

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

                                  ARTICLE VIII

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

                                   ARTICLE IX

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

                                    ARTICLE X

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

                                   ARTICLE XI

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

EXHIBIT A-1

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

EXHIBIT A-2

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

EXHIBIT A-3

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

EXHIBIT A-4

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

EXHIBIT B

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

EXHIBIT C

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

SCHEDULE A

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

APPENDIX A

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

</TABLE>

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                  INDENTURE, dated as of August 1, 2001, (as from time to time
amended, supplemented or otherwise modified and in effect, this "Indenture")
between FORD CREDIT AUTO OWNER TRUST 2001-D, a Delaware business trust, as
Issuer, and THE CHASE MANHATTAN BANK, a New York corporation, as trustee for the
benefit of the Noteholders (in such capacity, the "Indenture Trustee") and not
in its individual capacity.

                  Each party agrees as follows for the benefit of the other
party and for the equal and ratable benefit of the holders of the Issuer's Class
A-1 3.461% Asset Backed Notes (the "Class A-1 Notes"), Class A-2 3.71% Asset
Backed Notes (the "Class A-2 Notes"), Class A-3 4.31% Asset Backed Notes (the
"Class A-3 Notes"), Class A-4 4.72% 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 B 5.01% Asset Backed Notes (the "Class B
Notes" and, together with the Class A Notes, the "Notes"):

                                 GRANTING CLAUSE

                  The Issuer hereby Grants to the Indenture Trustee at the
Closing Date, as Indenture Trustee for the benefit of the Noteholders, all of
the Issuer's right, title and interest in, to and under, whether now owned or
existing or hereafter acquired or arising, (a) the Receivables; (b) with respect
to Actuarial Receivables, monies due thereunder on or after the Cutoff Date
(including Payaheads) and, with respect to Simple Interest Receivables, monies
due or received thereunder on or after the Cutoff Date (including in each case
any monies received prior to the Cutoff Date that are due on or after the Cutoff
Date and were not used to reduce the principal balance of the Receivable); (c)
the security interests in the Financed Vehicles granted by Obligors pursuant to
the Receivables and any other interest of the Issuer in the Financed Vehicles;
(d) rights to receive proceeds with respect to the Receivables from claims on
any physical damage, credit life, credit disability, or other insurance policies
covering Financed Vehicles or Obligors; (e) Dealer Recourse; (f) all of the
rights to the Receivable Files; (g) the Trust Accounts and all amounts,
securities, investments and other property deposited in or credited to any of
the foregoing and all proceeds thereof; (h) the Sale and Servicing Agreement;
(i) all of the rights under the Purchase Agreement, including the right of the
Seller to cause Ford Credit to repurchase Receivables from the Seller; (j)
payments and proceeds with respect to the Receivables held by the Servicer; (k)
all property (including the right to receive Liquidation Proceeds) securing a
Receivable (other than a Receivable purchased by the Servicer or repurchased by
the Seller); (l) rebates of premiums and other amounts relating to insurance
policies and other items financed under the Receivables in effect as of the
Cutoff Date; and (m) all present and future claims, demands, causes of action
and choses in action in respect of any or all of the foregoing and all payments
on or under and all proceeds of every kind and nature whatsoever in respect of
any or all of the foregoing, including all proceeds of the conversion thereof,
voluntary or involuntary, into cash or other liquid property, all cash proceeds,
accounts, accounts receivable, notes, drafts, acceptances, chattel paper,
checks, deposit accounts, insurance proceeds, condemnation awards, rights to
payment of any and every kind and other forms of obligations and receivables,
instruments and other property which at any time constitute all or part of or
are included in the proceeds of any of the foregoing (collectively, the
"Collateral").

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

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


<PAGE>


                                    ARTICLE I

                DEFINITIONS, USAGE AND INCORPORATION BY REFERENCE

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

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

                  "indenture securities" shall mean the Notes.

                  "indenture security holder" shall mean a Noteholder.

                  "indenture to be qualified" shall mean this Indenture.

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

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

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


<PAGE>


                                   ARTICLE II

                                    THE NOTES

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

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

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

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

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

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



           Class                          Initial Aggregate
                                           Principal Amount

         Class A-1 Notes                      $572,600,000

         Class A-2 Notes                      $842,000,000

         Class A-3 Notes                      $970,000,000

         Class A-4 Notes                      $191,710,000

         Class B Notes                        $ 81,419,000

The aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3
Notes, Class A-4 Notes and Class B Notes Outstanding at any time may not exceed
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, Class A-3, Class A-4 and Class B Notes shall be
issuable as Book-Entry Notes in minimum denominations of $1,000 and in integral
multiples of $1,000 in excess thereof.

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

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

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

                  SECTION 2.4 Tax Treatment. The Issuer has entered into this
Indenture, and the Notes shall be issued, with the intention that, for federal,
State and local income and franchise tax purposes, the Notes shall qualify as
indebtedness of the Issuer secured by the Indenture Trust Estate. The Issuer, by
entering into this Indenture, and each Noteholder, by its acceptance of a Note
(and each Note Owner by its acceptance of an interest in the applicable
Book-Entry Note), agree to treat the Notes for federal, State and local income
and franchise tax purposes as indebtedness of the Issuer.

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

                  (b) Reserved

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  SECTION 2.11 Book-Entry Notes. The Notes, upon original
issuance, shall be issued in the form of typewritten Notes representing the
Book-Entry Notes, to be delivered to The Depository Trust Company, the initial
Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be
registered initially on the Note Register in the name of Cede & Co., the nominee
of the initial Clearing Agency, and no Note Owner thereof shall receive a
Definitive Note (as defined below) representing such Note Owner's interest in
such Note, except as provided in Section 2.13. Unless and until definitive,
fully registered Notes (the "Definitive Notes") have been issued to such Note
Owners pursuant to Section 2.13:

                           (i)  the provisions of this Section 2.11 shall be in
                  full force and effect;

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

                           (iii) to the extent that the provisions of this
                  Section 2.11 conflict with any other provisions of this
                  Indenture, the provisions of this Section 2.11 shall control;

                           (iv) the rights of Note Owners shall be exercised
                  only through the Clearing Agency and shall be limited to those
                  established by law and agreements between such Note Owners and
                  the Clearing Agency and/or the Clearing Agency Participants
                  pursuant to the Note Depository Agreement. Unless and until
                  Definitive Notes are issued to Note Owners pursuant to Section
                  2.13, the initial Clearing Agency shall make book-entry
                  transfers among the Clearing Agency Participants and receive
                  and transmit payments of principal of and interest on the
                  Book-Entry Notes to such Clearing Agency Participants; and

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

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

                  SECTION 2.13 Definitive Notes. With respect to any Class or
Classes of Book-Entry Notes, if (i) the Administrator advises the Indenture
Trustee in writing that the Clearing Agency is no longer willing or able to
properly discharge its responsibilities with respect to such Class of Book-Entry
Notes and the Administrator is unable to locate a qualified successor, (ii) the
Administrator, at its option, advises the Indenture Trustee in writing that it
elects to terminate the book-entry system through the Clearing Agency or (iii)
after the occurrence of an Event of Default or an Event of Servicing
Termination, Note Owners of such Class of Book-Entry Notes evidencing beneficial
interests aggregating not less than a majority of the Note Balance of such Class
advise the Indenture Trustee and the Clearing Agency in writing that the
continuation of a book-entry system through the Clearing Agency is no longer in
the best interests of such Class of Note Owners, then the Clearing Agency shall
notify all Note Owners of such Class and the Indenture Trustee of the occurrence
of such event and of the availability of Definitive Notes to the Note Owners of
the applicable Class requesting the same. Upon surrender to the Indenture
Trustee of the typewritten Notes representing the Book-Entry Notes by the
Clearing Agency, accompanied by registration instructions, the Issuer shall
execute and the Indenture Trustee shall authenticate the Definitive Notes in
accordance with the instructions of the Clearing Agency. None of the Issuer, the
Note Registrar or the Indenture Trustee shall be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Notes to Note Owners, the Indenture Trustee shall recognize the holders of such
Definitive Notes as Noteholders.

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

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

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

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


<PAGE>



                                   ARTICLE III

                                    COVENANTS

                  SECTION 3.1 Payment of Principal and Interest. The Issuer
shall duly and punctually pay the principal of and interest, if any, on the
Notes in accordance with the terms of the Notes and this Indenture. Without
limiting the foregoing and subject to Section 8.2, on each Distribution Date the
Issuer shall cause to be paid all amounts on deposit in the Collection Account
and the Principal Distribution Account with respect to the Collection Period
preceding such Distribution Date and deposited therein pursuant to the Sale and
Servicing Agreement. Amounts properly withheld under the Code by any Person from
a payment to any Noteholder of interest and/or principal shall be considered as
having been paid by the Issuer to such Noteholder for all purposes of this
Indenture.

                  SECTION 3.2 Maintenance of Office or Agency. The Issuer shall
maintain in the Borough of Manhattan, The City of New York, an office or agency
where Notes may be surrendered for registration of transfer or exchange, and
where notices and demands to or upon the Issuer in respect of the Notes and this
Indenture may be served. The Issuer hereby initially appoints the Indenture
Trustee to serve as its agent for the foregoing purposes. The Issuer shall give
prompt written notice to the Indenture Trustee of the location, and of any
change in the location, of any such office or agency. If, at any time, the
Issuer shall fail to maintain any such office or agency or shall fail to furnish
the Indenture Trustee with the address thereof, such surrenders, notices and
demands may be made or served at the Corporate Trust Office, and the Issuer
hereby appoints the Indenture Trustee as its agent to receive all such
surrenders, notices and demands.

                  SECTION 3.3 Money for Payments To Be Held in Trust. (a) As
provided in Sections 8.2 and 5.4(b), all payments of amounts due and payable
with respect to any Notes that are to be made from amounts withdrawn from the
Trust Accounts and the Payahead Account shall be made on behalf of the Issuer by
the Indenture Trustee or by another Note Paying Agent, and no amounts so
withdrawn from the Trust Accounts and the Payahead Account for payments of Notes
shall be paid over to the Issuer, except as provided in this Section 3.3.

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

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

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

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

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

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

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

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

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

                  SECTION 3.4 Existence. The Issuer shall keep in full effect
its existence, rights and franchises as a business trust under the laws of the
State of Delaware (unless it becomes, or any successor Issuer hereunder is or
becomes, organized under the laws of any other State or of the United States of
America, in which case the Issuer shall keep in full effect its existence,
rights and franchises under the laws of such other jurisdiction) and shall
obtain and preserve its qualification to do business in each jurisdiction in
which such qualification is or shall be necessary to protect the validity and
enforceability of this Indenture, the Notes, the Collateral and each other
instrument or agreement included in the Indenture Trust Estate.

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

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

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

                           (iii)  enforce any of the Collateral; or

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

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

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

                  (b) On or before April 30 in each calendar year, beginning in
2002, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel
either stating that, in the opinion of such counsel, such action has been taken
with respect to the recording, filing, re-recording and refiling of this
Indenture, any indentures supplemental hereto and any other requisite documents
and with respect to the execution and filing of any financing statements and
continuation statements and any other action that may be required by law as is
necessary to maintain the lien and security interest created by this Indenture
and reciting the details of such action or stating that in the opinion of such
counsel no such action is necessary to maintain such lien and security interest.
Such Opinion of Counsel shall also describe the recording, filing, re-recording
and refiling of this Indenture, any indentures supplemental hereto and any other
requisite documents and the execution and filing of any financing statements and
continuation statements that shall, in the opinion of such counsel, be required
to maintain the lien and security interest of this Indenture until April 30 in
the following calendar year.

                  SECTION 3.7 Performance of Obligations; Servicing of
Receivables. (a) The Issuer shall not take any action and shall use its best
efforts not to permit any action to be taken by others that would release any
Person from any of such Person's material covenants or obligations under any
instrument or agreement included in the Indenture Trust Estate or that would
result in the amendment, hypothecation, subordination, termination or discharge
of, or impair the validity or effectiveness of, any such instrument or
agreement, except as expressly provided in this Indenture and the other Basic
Documents.

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

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

                  (d) If the Issuer shall have knowledge of the occurrence of an
Event of Servicing Termination under the Sale and Servicing Agreement, the
Issuer shall promptly notify the Indenture Trustee and the Rating Agencies
thereof and shall specify in such notice the action, if any, the Issuer is
taking in respect of such default. If an Event of Servicing Termination shall
arise from the failure of the Servicer to perform any of its duties or
obligations under the Sale and Servicing Agreement with respect to the
Receivables, the Issuer shall take all reasonable steps available to it to
remedy such failure.

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

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

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

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

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

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

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

                           (iv) (A) permit the validity or effectiveness of this
                  Indenture to be impaired, or permit the lien of this Indenture
                  to be amended, hypothecated, subordinated, terminated or
                  discharged, or permit any Person to be released from any
                  covenants or obligations with respect to the Notes under this
                  Indenture except as may be expressly permitted hereby, (B)
                  permit any lien, charge, excise, claim, security interest,
                  mortgage or other encumbrance (other than the lien of this
                  Indenture) to be created on or extend to or otherwise arise
                  upon or burden the assets of the Issuer, including those
                  included in the Indenture Trust Estate, or any part thereof or
                  any interest therein or the proceeds thereof (other than tax
                  liens, mechanics' liens and other liens that arise by
                  operation of law, in each case on any of the Financed Vehicles
                  and arising solely as a result of an action or omission of the
                  related Obligor) or (C) permit the lien of this Indenture not
                  to constitute a valid first priority (other than with respect
                  to any such tax, mechanics' or other lien) security interest
                  in the Indenture Trust Estate.

                  SECTION 3.9 Annual Statement as to Compliance. The Issuer
shall deliver to the Indenture Trustee, within 120 days after the end of each
calendar year, an Officer's Certificate stating, as to the Authorized Officer
signing such Officer's Certificate, that:

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

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

                  SECTION 3.10  Issuer May Consolidate, etc., Only on Certain
Terms.  (a)  The Issuer shall not consolidate or merge with or into any other
Person, unless:

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

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

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

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

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

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

                  (b) Other than as specifically contemplated by the Basic
Documents, the Issuer shall not convey or transfer any of its properties or
assets, including those included in the Indenture Trust Estate, to any Person,
unless:

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

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

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

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

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

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

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

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

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

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

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

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

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

                  SECTION 3.17 Further Instruments and Acts. Upon request of the
Indenture Trustee, the Issuer shall execute and deliver such further instruments
and do such further acts as may be reasonably necessary or proper to carry out
more effectively the purpose of this Indenture.

                  SECTION 3.18 Restricted Payments. The Issuer shall not,
directly or indirectly, (i) make any distribution (by reduction of capital or
otherwise), whether in cash, property, securities or a combination thereof, to
the Owner Trustee or any owner of a beneficial interest in the Issuer or
otherwise with respect to any ownership or equity interest or security in or of
the Issuer or to the Servicer or the Administrator, (ii) redeem, purchase,
retire or otherwise acquire for value any such ownership or equity interest or
security or (iii) set aside or otherwise segregate any amounts for any such
purpose; provided, however, that the Issuer may make, or cause to be made, (x)
payments to the Servicer, the Seller, the Administrator, the Owner Trustee, the
Indenture Trustee, the Noteholders and the Certificateholders as contemplated
by, and to the extent funds are available for such purpose under, this Indenture
and the other Basic Documents and (y) payments to the Indenture Trustee pursuant
to Section 2(a)(ii) of the Administration Agreement. The Issuer shall not,
directly or indirectly, make payments to or distributions from the Collection
Account or the Principal Distribution Account except in accordance with this
Indenture and the other Basic Documents.

                  SECTION 3.19 Notice of Events of Default. The Issuer shall
give the Indenture Trustee and the Rating Agencies prompt written notice of each
Event of Default hereunder and of each default on the part of any party to the
Sale and Servicing Agreement or the Purchase Agreement with respect to any of
the provisions thereof.

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

                                   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

                           (2) all Notes theretofore authenticated and delivered
                  (other than (i) Notes that have been destroyed, lost or stolen
                  and that have been replaced or paid as provided in Section 2.6
                  and (ii) Notes for whose payment money has theretofore been
                  deposited in trust or segregated and held in trust by the
                  Issuer and thereafter repaid to the Issuer or discharged from
                  such trust, as provided in Section 3.3) have been delivered to
                  the Indenture Trustee for cancellation; or

                           (3) all Notes not theretofore delivered to the
                  Indenture Trustee for cancellation have become due and payable
                  and the Issuer has irrevocably deposited or caused to be
                  irrevocably deposited with the Indenture Trustee cash or
                  direct obligations of or obligations guaranteed by the United
                  States of America (which will mature prior to the date such
                  amounts are payable), in trust for such purpose, in an amount
                  sufficient without reinvestment to pay and discharge the
                  entire indebtedness on such Notes not theretofore delivered to
                  the Indenture Trustee for cancellation when due to the
                  applicable Final Scheduled Distribution Date or Redemption
                  Date (if Notes shall have been called for redemption pursuant
                  to Section 10.1(a)), as the case may be, and all fees due and
                  payable to the Indenture Trustee;

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

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

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

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

                  SECTION 4.2 Satisfaction, Discharge and Defeasance of Notes.

                  (a) Upon satisfaction of the conditions set forth in
subsection (b) below, the Issuer shall be deemed to have paid and discharged the
entire indebtedness on all the Outstanding Notes, and the provisions of this
Indenture, as it relates to such Notes, shall no longer be in effect (and the
Indenture Trustee, at the expense of the Issuer, shall execute proper
instruments acknowledging the same), except as to (i) rights of registration of
transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen
Notes, (iii) rights of Noteholders to receive payments of principal thereof and
interest thereon, (iv) Sections 3.2, 3.3, 3.4, 3.5, 3.8, 3.10, 3.12 and 3.13,
(v) the rights, obligations and immunities of the Indenture Trustee hereunder
(including the rights of the Indenture Trustee under Section 6.7 and the
obligations of the Indenture Trustee under Section 4.3), and (vi) the rights of
Noteholders as beneficiaries hereof with respect to the property so deposited
with the Indenture Trustee payable to all or any of them.

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

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

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

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

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

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

                  SECTION 4.3 Application of Trust Money. All monies deposited
with the Indenture Trustee pursuant to Sections 4.1 and 4.2 shall be held in
trust and applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Note Paying Agent, as
the Indenture Trustee may determine, to the Noteholders of the particular Notes
for the payment or redemption of which such monies have been deposited with the
Indenture Trustee, of all sums due and to become due thereon for principal and
interest, but such monies need not be segregated from other funds except to the
extent required herein or in the Sale and Servicing Agreement or required by
law.

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


                                    ARTICLE V

                                    REMEDIES

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

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

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

                           (iii) default in the observance or performance of any
                  material covenant or agreement of the Issuer made in this
                  Indenture (other than a covenant or agreement, a default in
                  the observance or performance of which is elsewhere in this
                  Section 5.1 specifically dealt with), or any representation or
                  warranty of the Issuer made in this Indenture or in any
                  certificate or other writing delivered pursuant hereto or in
                  connection herewith proving to have been incorrect in any
                  material respect as of the time when the same shall have been
                  made, and such default shall continue or not be cured, or the
                  circumstance or condition in respect of which such
                  misrepresentation or warranty was incorrect shall not have
                  been eliminated or otherwise cured, for a period of sixty (60)
                  days or in the case of a materially incorrect representation
                  and warranty thirty (30) days, after there shall have been
                  given, by registered or certified mail, to the Issuer by the
                  Indenture Trustee or to the Issuer and the Indenture Trustee
                  by the Noteholders of Notes evidencing not less than 25% of
                  the Note Balance of the Controlling Note Class, a written
                  notice specifying such default or incorrect representation or
                  warranty and requiring it to be remedied and stating that such
                  notice is a "Notice of Default" hereunder; or

                           (iv) the filing of a decree or order for relief by a
                  court having jurisdiction in the premises in respect of the
                  Issuer or any substantial part of the Indenture Trust Estate
                  in an involuntary case under any applicable federal or State
                  bankruptcy, insolvency or other similar law now or hereafter
                  in effect, or appointing a receiver, liquidator, assignee,
                  custodian, trustee, sequestrator or similar official of the
                  Issuer or for any substantial part of the Indenture Trust
                  Estate, or ordering the winding-up or liquidation of the
                  Issuer's affairs, and such decree or order shall remain
                  unstayed and in effect for a period of sixty (60) consecutive
                  days; or

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

The Issuer shall deliver to the Indenture Trustee (with a copy to any Qualified
Institution or Qualified Trust Institution (if not the Indenture Trustee)
maintaining any Trust Accounts), within five (5) days after the occurrence
thereof, written notice in the form of an Officer's Certificate of any event
which with the giving of notice and the lapse of time would become an Event of
Default under clause (iii) above, its status and what action the Issuer is
taking or proposes to take with respect thereto.

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

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

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

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

                                    (B) all sums paid or advanced by the
                  Indenture Trustee hereunder and the reasonable compensation,
                  expenses, disbursements and advances of the Indenture Trustee
                  and its agents and counsel; and

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

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

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

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

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

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

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

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

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

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

and any trustee, receiver, liquidator, custodian or other similar official in
any such Proceeding is hereby authorized by each of such Noteholders to make
payments to the Indenture Trustee and, in the event that the Indenture Trustee
shall consent to the making of payments directly to such Noteholders, to pay to
the Indenture Trustee such amounts as shall be sufficient to cover reasonable
compensation to the Indenture Trustee, each predecessor Indenture Trustee and
their respective agents, attorneys and counsel, and all other expenses and
liabilities incurred, and all advances and disbursements made, by the Indenture
Trustee and each predecessor Indenture Trustee, except as a result of negligence
or bad faith, and any other amounts due the Indenture Trustee pursuant to
Section 6.7.

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

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

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

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

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

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

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

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

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

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

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

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

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

                  (3)      the Indenture Trustee

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

                           (y)      the Indenture Trustee obtains the consent of
                                    Noteholders of Notes evidencing not less
                                    than 662/3% of the Note Balance of the
                                    Controlling Note Class; or

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

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

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

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

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

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

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

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

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

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

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

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

                           (viii)     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 on the
                  Class B Notes for 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 the Issuer for amounts required to be
                  distributed to the Certificateholders pursuant to the
                  Trust Agreement and the Sale and Servicing Agreement; and

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

The Indenture Trustee may fix a record date and payment date for any payment to
Noteholders pursuant to this Section 5.4. At least fifteen (15) days before such
record date, the Issuer shall mail to each Noteholder and the Indenture Trustee
a notice that states the record date, the payment date and the amount to be
paid.

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

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

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

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

                  (b) the Noteholders of Notes evidencing not less than 25% of
the Note Balance of the Controlling Note Class have made written request to the
Indenture Trustee to institute such Proceeding in respect of such Event of
Default in its own name as Indenture Trustee hereunder;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  (b) If an Event of Default has occurred and is continuing, the
Indenture Trustee may, and at the direction (which direction shall be in writing
or by telephone, confirmed in writing promptly thereafter) of the Noteholders of
Notes evidencing not less than 662/3% of the Note Balance of the Controlling
Note Class shall, exercise all rights, remedies, powers, privileges and claims
of the Issuer against the Seller or the Servicer under or in connection with the
Sale and Servicing Agreement, or against the Seller or Ford Credit under or in
connection with the Purchase Agreement, including the right or power to take any
action to compel or secure performance or observance by the Seller, the Servicer
or Ford Credit, as the case may be, of each of their obligations to the Issuer
thereunder and to give any consent, request, notice, direction, approval,
extension, or waiver under the Sale and Servicing Agreement or the Purchase
Agreement, as the case may be, and any right of the Issuer to take such action
shall be suspended.


                                   ARTICLE VI

                              THE INDENTURE TRUSTEE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  (c) If a successor Indenture Trustee does not take office
within sixty (60) days after the retiring Indenture Trustee resigns or is
removed, the retiring Indenture Trustee, the Issuer or the Noteholders of Notes
evidencing not less than a majority in Note Balance of the Controlling Note
Class may petition any court of competent jurisdiction for the appointment of a
successor Indenture Trustee. If the Indenture Trustee fails to comply with
Section 6.11, any Noteholder who has been a bona fide Noteholder for at least
six (6) months may petition any court of competent jurisdiction for the removal
of the Indenture Trustee and the appointment of a successor Indenture Trustee.

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

                  SECTION 6.9 Successor Indenture Trustee by Merger. (a) If the
Indenture Trustee consolidates with, merges or converts into, or transfers all
or substantially all its corporate trust business or assets to, another
corporation or banking association, the resulting, surviving or transferee
corporation or banking association without any further act shall be the
successor Indenture Trustee; provided that such corporation or banking
association shall be otherwise qualified and eligible under Section 6.11. The
Indenture Trustee shall provide the Rating Agencies with prior written notice of
any such transaction.

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

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

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

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

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

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

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

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

                  SECTION 6.11 Eligibility; Disqualification. (a) The Indenture
Trustee shall at all times satisfy the requirements of TIA Section 310(a). The
Indenture Trustee or its parent shall have a combined capital and surplus of at
least $50,000,000 as set forth in its most recent published annual report of
condition and shall have a long-term debt rating of investment grade by each of
the Rating Agencies or shall otherwise be acceptable to each of the Rating
Agencies. The Indenture Trustee shall comply with TIA Section 310(b).

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

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

                  SECTION 6.12 Preferential Collection of Claims Against Issuer.
The Indenture Trustee shall comply with TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). An Indenture Trustee who has
resigned or been removed shall be subject to TIA Section 311(a) to the extent
indicated.


                                   ARTICLE VII

                         NOTEHOLDERS' LISTS AND REPORTS

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

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

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

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

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

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

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

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

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

                  SECTION 7.4 Reports by Indenture Trustee. (a) If required by
TIA Section 313(a), within sixty (60) days after each May 15, beginning with May
15, 2002, the Indenture Trustee shall mail to each Noteholder as required by TIA
Section 313(c) a brief report dated as of such date that complies with TIA
Section 313(a). The Indenture Trustee also shall comply with TIA Section 313(b).

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


                                  ARTICLE VIII

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

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

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

                  (b) On or before each Distribution Date, the Servicer shall
deposit all Available Collections with respect to the Collection Period
preceding such Distribution Date in the Collection Account as provided in
Sections 4.2, 4.3, 4.4 and 4.5 of the Sale and Servicing Agreement. On or before
each Distribution Date, all amounts required to be withdrawn from the Reserve
Account and deposited in the Collection Account pursuant to Section 4.5 of the
Sale and Servicing Agreement shall be withdrawn by the Indenture Trustee from
the Reserve Account and deposited to the Collection Account.

                  (c) On each Distribution Date, the Indenture Trustee (based on
the information contained in the Servicer's Certificate delivered on or before
the related Determination Date pursuant to Section 3.9 of the Sale and Servicing
Agreement) shall make the following withdrawals from the Collection Account and
make deposits, distributions and payments, to the extent of funds on deposit in
the Collection Account with respect to the Collection Period preceding such
Distribution Date (including funds, if any, deposited therein from the Reserve
Account and the Payahead Account), in the following order of priority:

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

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

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

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

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

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

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

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

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

                           (x) tenth, to the Seller, any funds remaining on
                  deposit in the Collection Account with respect to the
                  Collection Period preceding such Distribution Date.

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

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

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

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

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

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

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

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

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

                  SECTION 8.3 General Provisions Regarding Accounts. (a) So long
as no Default or Event of Default shall have occurred and be continuing, all or
a portion of the funds in the Collection Account and the Payahead Account shall
be invested by the Qualified Institution or Qualified Trust Institution
maintaining such account (which initially is the Indenture Trustee) at the
direction of the Servicer in Permitted Investments as provided in Section 4.1 of
the Sale and Servicing Agreement. All income or other gain (net of losses and
investment expenses) from investments of monies deposited in the Collection
Account, the Payahead Account and the Reserve Account shall be withdrawn by the
Indenture Trustee from such accounts (but only under the circumstances set forth
in Sections 4.5(b) and 4.7(c) in the Sale and Servicing Agreement in the case of
the Reserve Account) and distributed as provided in Sections 4.1 and 4.7 of the
Sale and Servicing Agreement. The Servicer shall not direct the Qualified
Institution or Qualified Trust Institution maintaining the Collection Account or
Payahead Account to make any investment of any funds or to sell any investment
held in any of the Trust Accounts unless the security interest Granted and
perfected in such account will continue to be perfected in such investment or
the proceeds of such sale, in either case without any further action by any
Person, and, in connection with any direction by the Servicer to make any such
investment or sale, if requested by the applicable Qualified Institution or
Qualified Trust Institution, the Issuer shall deliver to such Qualified
Institution or Qualified Trust Institution an Opinion of Counsel, acceptable to
such Qualified Institution or Qualified Trust Institution, to such effect.

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

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

                  SECTION 8.4 Release of Indenture Trust Estate. (a) Subject to
the payment of its fees and expenses pursuant to Section 6.7, the Indenture
Trustee may, and when required by the provisions of this Indenture shall,
execute instruments to release property from the lien of this Indenture, or
convey the Indenture Trustee's interest in the same, in a manner and under
circumstances that are not inconsistent with the provisions of this Indenture.
No party relying upon an instrument executed by the Indenture Trustee as
provided in this Article VIII shall be bound to ascertain the Indenture
Trustee's authority, inquire into the satisfaction of any conditions precedent
or see to the application of any monies.

                  (b) The Indenture Trustee shall, at such time as there are no
Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.7
have been paid in full, release any remaining portion of the Indenture Trust
Estate that secured the Notes from the lien of this Indenture and release to the
Issuer or any other Person entitled thereto any funds then on deposit in the
Trust Accounts. The Indenture Trustee shall release property from the lien of
this Indenture pursuant to this Section 8.4(b) only upon receipt of an Issuer
Request accompanied by an Officer's Certificate and an Opinion of Counsel and
(if required by the TIA) Independent Certificates in accordance with TIA
Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section
11.1.

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

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


                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

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

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

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

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

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

                           (v) to cure any ambiguity, to correct or supplement
                  any provision herein or in any supplemental indenture that may
                  be inconsistent with any other provision herein or in any
                  supplemental indenture or to make any other provisions with
                  respect to matters or questions arising under this Indenture
                  or under any supplemental indenture which shall not be
                  inconsistent with the provisions of the Indenture; provided
                  that such action shall not materially adversely affect the
                  interests of the Noteholders;

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

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

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

                  (b) The Issuer and the Indenture Trustee, when authorized by
an Issuer Order, may, also without the consent of any of the Noteholders but
with prior notice to the Rating Agencies, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to, or changing in
any manner or eliminating any of the provisions of, this Indenture or of
modifying in any manner (other than the modifications set forth in Section 9.2)
the rights of the Noteholders under this Indenture; provided, however, that (i)
such action shall not, as evidenced by an Opinion of Counsel, adversely affect
in any material respect the interests of any Noteholder, (ii) the Rating Agency
Condition shall have been satisfied with respect to such action and (iii) such
action shall not, as evidenced by an Opinion of Counsel, cause the Issuer to be
characterized for federal or any then Applicable Tax State income tax purposes
as an association taxable as a corporation or otherwise have any material
adverse impact on the federal or any then Applicable Tax State income taxation
of any Notes Outstanding or outstanding Certificates or any Noteholder or
Certificateholder.

                  SECTION 9.2 Supplemental Indentures with Consent of
Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer
Order, also may, with prior notice to the Rating Agencies and the consent of a
majority of the Note Balance of the Controlling Note Class, enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to, or changing in any manner or eliminating any of the provisions
of, this Indenture or modifying in any manner the rights of the Noteholders
under this Indenture; provided, however, that (i) the Rating Agency Condition
shall have been satisfied with respect to such action and (ii) such action shall
not, as evidenced by an Opinion of Counsel, cause the Issuer to be characterized
for federal or any then Applicable Tax State income tax purposes as an
association taxable as a corporation or otherwise have any material adverse
impact on the federal or any then Applicable Tax State income taxation of any
Notes Outstanding or outstanding Certificates or any Noteholder or
Certificateholder; and provided, further, that no such supplemental indenture
shall, without the consent of each Outstanding Note affected thereby:

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

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

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

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

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

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

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

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

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

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

                  Promptly after the execution by the Issuer and the Indenture
Trustee of any supplemental indenture pursuant to this Section 9.2, the
Indenture Trustee shall mail to the Noteholders of the Notes to which such
amendment or supplemental indenture relates a notice setting forth in general
terms the substance of such supplemental indenture. Any failure of the Indenture
Trustee to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture.

                  SECTION 9.3 Execution of Supplemental Indentures. In
executing, or permitting the additional trusts created by, any supplemental
indenture permitted by this Article IX or the modification thereby of the trusts
created by this Indenture, the Indenture Trustee shall be entitled to receive,
and subject to Sections 6.1 and 6.2, shall be fully protected in relying upon,
an Opinion of Counsel stating that the execution of such supplemental indenture
is authorized or permitted by this Indenture and that all conditions precedent
to the execution and delivery of such supplemental indenture have been
satisfied. The Indenture Trustee may, but shall not be obligated to, enter into
any such supplemental indenture that affects the Indenture Trustee's own rights,
duties, liabilities or immunities under this Indenture or otherwise.

                  SECTION 9.4 Effect of Supplemental Indenture. Upon the
execution of any supplemental indenture pursuant to the provisions hereof, this
Indenture shall be and shall be deemed to be modified and amended in accordance
therewith with respect to the Notes affected thereby, and the respective rights,
limitations of rights, obligations, duties, liabilities and immunities under
this Indenture of the Indenture Trustee, the Issuer and the Noteholders shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

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

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


                                    ARTICLE X

                               REDEMPTION OF NOTES

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

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

                  All notices of redemption shall state:

                           (i) the Redemption Date;

                           (ii) the Redemption Price;

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

                           (iv) that on the Redemption Date, the Redemption
                  Price will become due and payable upon each such Note and that
                  interest thereon shall cease to accrue for and after said
                  date.

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

                  SECTION 10.3 Notes Payable on Redemption Date. The Notes to be
redeemed shall, following notice of redemption as required by Section 10.2 (in
the case of redemption pursuant to Section 10.1(a)), shall on the Redemption
Date become due and payable at the Redemption Price and (unless the Issuer shall
default in the payment of the Redemption Price) no interest shall accrue on the
Redemption Price for any period after the date to which accrued interest is
calculated for purposes of calculating the Redemption Price.


                                   ARTICLE XI

                                  MISCELLANEOUS

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

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

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

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

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

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

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

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

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

                           (iv) Whenever the Issuer is required to furnish to
                  the Indenture Trustee an Officer's Certificate certifying or
                  stating the opinion of any signer thereof as to the matters
                  described in clause (iii) above, the Issuer shall also furnish
                  to the Indenture Trustee an Independent Certificate as to the
                  same matters if the fair value of the property or securities
                  and of all other property, other than property as contemplated
                  by clause (v) below or securities released from the lien of
                  this Indenture since the commencement of the then-current
                  calendar year, as set forth in the certificates required by
                  clause (iii) above and this clause (iv), equals ten percent
                  (10%) or more of the principal amount of the Notes
                  Outstanding, but such certificate need not be furnished in the
                  case of any release of property or securities if the fair
                  value thereof as set forth in the related Officer's
                  Certificate is less than $25,000 or less than one percent (1%)
                  of the principal amount of the Notes Outstanding.

                           (v) Notwithstanding Section 2.10 or any other
                  provisions of this Section 11.1, the Issuer may, without
                  compliance with the requirements of the other provisions of
                  this Section 11.1, (A) collect, liquidate, sell or otherwise
                  dispose of Receivables and Financed Vehicles as and to the
                  extent permitted or required by the Basic Documents and (B)
                  make cash payments out of the Trust Accounts and the Payahead
                  Account as and to the extent permitted or required by the
                  Basic Documents.

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

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

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

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



<PAGE>


                  SECTION 11.3 Acts of Noteholders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Noteholders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Noteholders in person or by agents duly appointed in writing; and except as
herein otherwise expressly provided such action shall become effective when such
instrument or instruments are delivered to the Indenture Trustee, and, where it
is hereby expressly required, to the Issuer. Such instrument or instruments (and
the action embodied herein and evidenced thereby) are herein sometimes referred
to as the "Act" of the Noteholders signing such instrument or instruments. Proof
of execution of any such instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Indenture and (subject to Section
6.1) conclusive in favor of the Indenture Trustee and the Issuer, if made in the
manner provided in this Section 11.3.

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

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

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

                  SECTION 11.4 Notices, etc., to Indenture Trustee, Issuer and
Rating Agencies. Any request, demand, authorization, direction, notice, consent,
waiver or Act of Noteholders or other documents provided or permitted by this
Indenture shall be in writing and if such request, demand, authorization,
direction, notice, consent, waiver or Act of Noteholders is to be made upon,
given or furnished to or filed with:

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

                           (ii) the Issuer by the Indenture Trustee or by any
                  Noteholder shall be sufficient for every purpose hereunder if
                  in writing and mailed first-class, postage prepaid to the
                  Issuer addressed to: Ford Credit Auto Owner Trust 2001-D, in
                  care of The Bank of New York, 101 Barclay Street, Floor 12
                  East, New York, New York, 10256, Attention: Asset-Backed
                  Finance Unit, with a copy to the Administrator at Ford Motor
                  Company, World Headquarters, Office of the General Counsel,
                  One American Road, Suite 1034-A1, Dearborn, Michigan 48121,
                  attention of the Secretary, or at any other address previously
                  furnished in writing to the Indenture Trustee by the Issuer or
                  the Administrator. The Issuer shall promptly transmit any
                  notice received by it from the Noteholders to the Indenture
                  Trustee.

                  Notices required to be given to the Rating Agencies by the
Issuer, the Indenture Trustee or the Owner Trustee shall be in writing,
personally delivered, telecopied or mailed by certified mail, return receipt
requested, to (i) in the case of Moody's, at the following address: Moody's
Investors Service, Inc., ABS Monitoring Department, 99 Church Street, New York,
New York 10007, (ii) in case of Standard & Poor's, at the following address:
Standard & Poor's Ratings Services, 55 Water Street, 40th Floor, New York, New
York 10041, Attention: Asset Backed Surveillance Department and (iii) in the
case of Fitch, at the following address: Fitch, Inc., 1 State Street Plaza, New
York, New York 10004, Attention: Asset Backed Surveillance.

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

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

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

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

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

                  SECTION 11.7 Conflict with Trust Indenture Act. If any
provision hereof limits, qualifies or conflicts with another provision hereof
that is required or deemed to be included in this Indenture by any of the
provisions of the Trust Indenture Act, such required or deemed provision shall
control.

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

                  SECTION 11.8 Effect of Headings and Table of Contents. The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

                  SECTION 11.9 Successors and Assigns. All covenants and
agreements in this Indenture and the Notes by the Issuer shall bind its
successors and assigns, whether so expressed or not. All agreements of the
Indenture Trustee in this Indenture shall bind its successors, co-trustees and
agents.

                  SECTION 11.10 Separability. In case any provision in this
Indenture or in the Notes shall be invalid, illegal or unenforceable, the
validity, legality, and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

                  SECTION 11.11 Benefits of Indenture. Nothing in this Indenture
or in the Notes, express or implied, shall give to any Person, other than the
parties hereto and their successors hereunder, and the Noteholders and any other
party secured hereunder, and any other Person with an ownership interest in any
part of the Indenture Trust Estate, any benefit or any legal or equitable right,
remedy or claim under this Indenture.

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

                  SECTION 11.13 Governing Law. This Indenture shall be construed
in accordance with the laws of the State of New York, without reference to its
conflict of law provisions.

                  SECTION 11.14 Counterparts. This Indenture may be executed in
any number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.

                  SECTION 11.15 Recording of Indenture. If this Indenture is
subject to recording in any appropriate public recording offices, such recording
is to be effected by the Issuer and at its expense accompanied by an Opinion of
Counsel (which may be counsel to the Indenture Trustee or any other counsel
reasonably acceptable to the Indenture Trustee) to the effect that such
recording is necessary either for the protection of the Noteholders or any other
Person secured hereunder or for the enforcement of any right or remedy granted
to the Indenture Trustee under this Indenture.

                  SECTION 11.16 Trust Obligation. No recourse may be taken,
directly or indirectly, with respect to the obligations of the Issuer, the Owner
Trustee or the Indenture Trustee on the Notes or under this Indenture or any
certificate or other writing delivered in connection herewith or therewith,
against (i) the Indenture Trustee or the Owner Trustee in their individual
capacities, (ii) any owner of a beneficial interest in the Issuer or (iii) any
partner, owner, beneficiary, agent, officer, director, employee or agent of the
Indenture Trustee or the Owner Trustee in their individual capacities, any
holder of a beneficial interest in the Issuer, the Owner Trustee or the
Indenture Trustee or of any successor or assign of the Indenture Trustee or the
Owner Trustee in their individual capacities, except as any such Person may have
expressly agreed (it being understood that the Indenture Trustee and the Owner
Trustee have no such obligations in their individual capacities), and except
that any such partner, owner or beneficiary shall be fully liable, to the extent
provided by applicable law, for any unpaid consideration for stock, unpaid
capital contribution or failure to pay any installment or call owing to such
entity. For all purposes of this Indenture, in the performance of any duties or
obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and
entitled to the benefits of, the terms and provisions of Article VI, VII and
VIII of the Trust Agreement.

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

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

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

                  SECTION 11.19 Inspection. The Issuer agrees that, with
reasonable prior notice, it will permit any representative of the Indenture
Trustee, during the Issuer's normal business hours, to examine all the books of
account, records, reports and other papers of the Issuer, to make copies and
extracts therefrom, to cause such books to be audited by Independent certified
public accountants, and to discuss the Issuer's affairs, finances and accounts
with the Issuer's officers, employees, and Independent certified public
accountants, all at such reasonable times and as often as may be reasonably
requested. The Indenture Trustee shall and shall cause its representatives to
hold in confidence all such information except to the extent disclosure may be
required by law (and all reasonable applications for confidential treatment are
unavailing) and except to the extent that the Indenture Trustee may reasonably
determine that such disclosure is consistent with its obligations hereunder.


<PAGE>




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


                                    FORD CREDIT AUTO OWNER TRUST 2001-D

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




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


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



                                  By: /s/ Michael A. Smith
                                      _____________________________

                                      Name: Michael A. Smith
                                      Title: Vice President


<PAGE>




                                      A-1-3

                                                                     EXHIBIT A-1

                             FORM OF CLASS A-1 NOTE

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

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

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


REGISTERED                                                         $572,600,000

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


                       FORD CREDIT AUTO OWNER TRUST 2001-D

                       CLASS A-1 3.461% ASSET BACKED NOTES

                  Ford Credit Auto Owner Trust 2001-D, a business trust
organized and existing under the laws of the State of Delaware (herein referred
to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO.,
or registered assigns, the principal sum of FIVE HUNDRED SEVENTY-TWO MILLION SIX
HUNDRED THOUSAND DOLLARS payable on each Distribution Date in an amount equal to
the aggregate amount, if any, payable to Noteholders of Class A-1 Notes on such
Distribution Date from the Principal Distribution Account in respect of
principal on the Class A-1 Notes pursuant to Section 3.1 of the Indenture dated
as of August 1, 2001 (as from time to time amended, supplemented or otherwise
modified and in effect, the "Indenture"), between the Issuer and The Chase
Manhattan Bank, a New York corporation, as Indenture Trustee (in such capacity
the "Indenture Trustee"); provided, however, that the entire unpaid principal
amount of this Note shall be due and payable on the May 2002 Distribution Date
(the "Class A-1 Final Scheduled Distribution Date"). Capitalized terms used but
not defined herein are defined in Article I of the Indenture, which also
contains rules as to construction that shall be applicable herein.

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

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

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


<PAGE>


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


                REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.


<PAGE>




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

Date: August 22, 2001

                                  FORD CREDIT AUTO OWNER TRUST 2001-D

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




                                 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: August 22, 2001

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


                                 By: ____________________________________
                                         Authorized Officer


<PAGE>




                                      A-1-9

                                 REVERSE OF NOTE

                  This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class A-1 3.461% Asset Backed Notes (the "Class A-1
Notes") which, together with the Issuer's Class A-2 3.71% Asset Backed Notes
(the "Class A-2 Notes"), Class A-3 4.31% Asset Backed Notes (the "Class A-3
Notes"), Class A-4 4.72% 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 B 5.01% Asset Backed Notes (the "Class B Notes" and,
together with the Class A Notes, the "Notes"), are issued under the Indenture,
to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights and obligations thereunder of the
Issuer, the Indenture Trustee and the Noteholders. The Notes are subject to all
terms of the Indenture.

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

                  Principal of the Class A-1 Notes will be payable on each
Distribution Date in an amount described on the face hereof. "Distribution Date"
means the fifteenth day of each month, or, if any such day is not a Business
Day, the next succeeding Business Day, commencing in September 2001.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


<PAGE>




                                   ASSIGNMENT


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

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

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

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

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


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

                                                                             */



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

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




<PAGE>




                                      A-2-3

                                                                     EXHIBIT A-2

                             FORM OF CLASS A-2 NOTE

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

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

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


REGISTERED                                                         $842,000,000

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


                       FORD CREDIT AUTO OWNER TRUST 2001-D

                       CLASS A-2 3.71% ASSET BACKED NOTES

                  Ford Credit Auto Owner Trust 2001-D, a business trust
organized and existing under the laws of the State of Delaware (herein referred
to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO.,
or registered assigns, the principal sum of EIGHT HUNDRED FORTY-TWO MILLION
DOLLARS payable on each Distribution Date in an amount equal to the aggregate
amount, if any, payable to Noteholders of Class A-2 Notes on such Distribution
Date from the Principal Distribution Account in respect of principal on the
Class A-2 Notes pursuant to Section 3.1 of the Indenture dated as of August 1,
2001 (as from time to time amended, supplemented or otherwise modified and in
effect, the "Indenture"), between the Issuer and The Chase Manhattan Bank, a New
York corporation, as Indenture Trustee (in such capacity the "Indenture
Trustee"); provided, however, that the entire unpaid principal amount of this
Note shall be due and payable on the September 2003 Distribution Date (the
"Class A-2 Final Scheduled Distribution Date"). Capitalized terms used but not
defined herein are defined in Article I of the Indenture, which also contains
rules as to construction that shall be applicable herein.

                  The Issuer shall pay interest on this Note at the rate per
annum shown above on each Distribution Date until the principal of this Note is
paid or made available for payment, on the principal amount of this Note
outstanding on the preceding Distribution Date (after giving effect to all
payments of principal made on the preceding Distribution Date), subject to
certain limitations contained in Section 3.1 of the Indenture. Interest on this
Note will accrue for each Distribution Date from and including the previous
Distribution Date on which interest has been paid (or, in the case of the
initial Distribution Date, from the Closing Date) to but excluding such
Distribution Date. Interest will be computed on the basis of 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: August 22, 2001

                                  FORD CREDIT AUTO OWNER TRUST 2001-D

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




                                 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: August 22, 2001

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


                                 By: ____________________________________
                                         Authorized Officer


<PAGE>




                                      A-2-9

                                 REVERSE OF NOTE

                  This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class A-2 3.71% Asset Backed Notes (the "Class A-2
Notes") which, together with the Issuer's Class A-1 3.461% Asset Backed Notes
(the "Class A-1 Notes"), Class A-3 4.31% Asset Backed Notes (the "Class A-3
Notes"), Class A-4 4.72% 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 B 5.01% Asset Backed Notes (the "Class B Notes" and,
together with the Class A Notes, the "Notes"), are issued under the Indenture,
to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights and obligations thereunder of the
Issuer, the Indenture Trustee and the Noteholders. The Notes are subject to all
terms of the Indenture.

                  The Class A-2 Notes are and will be equally and ratably
secured by the collateral pledged as security therefor as provided in the
Indenture. Interest on and principal of the Notes will be payable in accordance
with the priority of payments set forth in Section 8.2 of the Indenture.

                  Principal of the Class A-2 Notes will be payable on each
Distribution Date in an amount described on the face hereof. "Distribution Date"
means the fifteenth day of each month, or, if any such day is not a Business
Day, the next succeeding Business Day, commencing in September 2001.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


<PAGE>




                                   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-3-3

                                                                     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                                                         $970,000,000

No. R-1                                                   CUSIP NO. 34527R GH 0


                       FORD CREDIT AUTO OWNER TRUST 2001-D

                       CLASS A-3 4.31% ASSET BACKED NOTES

                  Ford Credit Auto Owner Trust 2001-D, a business trust
organized and existing under the laws of the State of Delaware (herein referred
to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO.,
or registered assigns, the principal sum of NINE HUNDRED SEVENTY MILLION DOLLARS
payable on each Distribution Date in an amount equal to the aggregate amount, if
any, payable to Noteholders of Class A-3 Notes on such Distribution Date from
the Principal Distribution Account in respect of principal on the Class A-3
Notes pursuant to Section 3.1 of the Indenture dated as of August 1, 2001 (as
from time to time amended, supplemented or otherwise modified and in effect, the
"Indenture"), between the Issuer and The Chase Manhattan Bank, a New York
corporation, as Indenture Trustee (in such capacity the "Indenture Trustee");
provided, however, that the entire unpaid principal amount of this Note shall be
due and payable on the June 2005 Distribution Date (the "Class A-3 Final
Scheduled Distribution Date"). Capitalized terms used but not defined herein are
defined in Article I of the Indenture, which also contains rules as to
construction that shall be applicable herein.

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

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

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


<PAGE>


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


                REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.


<PAGE>




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

Date: August 22, 2001

                                  FORD CREDIT AUTO OWNER TRUST 2001-D

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



                                 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: August 22, 2001

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


                                 By: ____________________________________
                                         Authorized Officer


<PAGE>




                                      A-3-5

                                 REVERSE OF NOTE

                  This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class A-3 4.31% Asset Backed Notes (the "Class A-3
Notes") which, together with the Issuer's Class A-1 3.461% Asset Backed Notes
(the "Class A-1 Notes"), Class A-2 3.71% Asset Backed Notes (the "Class A-2
Notes"), Class A-4 4.72% 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 B 5.01% Asset Backed Notes (the "Class B Notes" and,
together with the Class A Notes, the "Notes"), are issued under the Indenture,
to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights and obligations thereunder of the
Issuer, the Indenture Trustee and the Noteholders. The Notes are subject to all
terms of the Indenture.

                  The Class A-3 Notes are and will be equally and ratably
secured by the collateral pledged as security therefor as provided in the
Indenture. Interest on and principal of the Notes will be payable in accordance
with the priority of payments set forth in Section 8.2 of the Indenture.

                  Principal of the Class A-3 Notes will be payable on each
Distribution Date in an amount described on the face hereof. "Distribution Date"
means the fifteenth day of each month, or, if any such day is not a Business
Day, the next succeeding Business Day, commencing in September 2001.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


<PAGE>




                                   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-4-3

                                                                     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                                                         $191,710,000

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


                       FORD CREDIT AUTO OWNER TRUST 2001-D

                       CLASS A-4 4.72% ASSET BACKED NOTES

                  Ford Credit Auto Owner Trust 2001-D, a business trust
organized and existing under the laws of the State of Delaware (herein referred
to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO.,
or registered assigns, the principal sum of ONE HUNDRED NINETY-ONE MILLION SEVEN
HUNDRED TEN THOUSAND DOLLARS payable on each Distribution Date in an amount
equal to the aggregate amount, if any, payable to Noteholders of Class A-4 Notes
on such Distribution Date from the Principal Distribution Account in respect of
principal on the Class A-4 Notes pursuant to Section 3.1 of the Indenture dated
as of August 1, 2001 (as from time to time amended, supplemented or otherwise
modified and in effect, the "Indenture"), between the Issuer and The Chase
Manhattan Bank, a New York corporation, as Indenture Trustee (in such capacity
the "Indenture Trustee"); provided, however, that the entire unpaid principal
amount of this Note shall be due and payable on the December 2005 Distribution
Date (the "Class A-4 Final Scheduled Distribution Date"). Capitalized terms used
but not defined herein are defined in Article I of the Indenture, which also
contains rules as to construction that shall be applicable herein.

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

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

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


<PAGE>


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


                REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.


<PAGE>




                  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: August 22, 2001

                                  FORD CREDIT AUTO OWNER TRUST 2001-D

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



                                 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: August 22, 2001

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


                                 By: ____________________________________
                                         Authorized Officer


<PAGE>




                                      A-4-9

                                 REVERSE OF NOTE

                  This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class A-4 4.72% Asset Backed Notes (the "Class A-4
Notes") which, together with the Issuer's Class A-1 3.461% Asset Backed Notes
(the "Class A-1 Notes"), Class A-2 3.71% Asset Backed Notes (the "Class A-2
Notes"), Class A-3 4.31% Asset Backed Notes (the "Class A-3 Notes" and, together
with the Class A-1 Notes, the Class A-2 Notes and the Class A-4 Notes, the
"Class A Notes") and Class B 5.01% Asset Backed Notes (the "Class B Notes" and,
together with the Class A Notes, the "Notes"), are issued under the Indenture,
to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights and obligations thereunder of the
Issuer, the Indenture Trustee and the Noteholders. The Notes are subject to all
terms of the Indenture.

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

                  Principal of the Class A-4 Notes will be payable on each
Distribution Date in an amount described on the face hereof. "Distribution Date"
means the fifteenth day of each month, or, if any such day is not a Business
Day, the next succeeding Business Day, commencing in September 2001.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


<PAGE>




                                   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                                                          $81,419,000

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

                       FORD CREDIT AUTO OWNER TRUST 2001-D

                        CLASS B 5.01% ASSET BACKED NOTES

                  Ford Credit Auto Owner Trust 2001-D, a business trust
organized and existing under the laws of the State of Delaware (herein referred
to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO.,
or registered assigns, the principal sum of EIGHTY-ONE MILLION FOUR HUNDRED
NINETEEN THOUSAND DOLLARS payable on each Distribution Date in an amount equal
to the aggregate amount, if any, payable to Noteholders of Class B Notes on such
Distribution Date from the Principal Distribution Account in respect of
principal on the Class B Notes pursuant to Section 3.1 of the Indenture dated as
of August 1, 2001 (as from time to time amended, supplemented or otherwise
modified and in effect, the "Indenture"), between the Issuer and The Chase
Manhattan Bank, a New York corporation, as Indenture Trustee (in such capacity
the "Indenture Trustee"); provided, however, that the entire unpaid principal
amount of this Note shall be due and payable on the earlier of the March 2006
Distribution Date (the "Class B Final Scheduled Distribution Date") and the
Redemption Date, if any, pursuant to Section 10.1(a) of the Indenture.
Capitalized terms used but not defined herein are defined in Article I of the
Indenture, which also contains rules as to construction that shall be applicable
herein.

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

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

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

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


                REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.


<PAGE>




                  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: August 22, 2001

                                  FORD CREDIT AUTO OWNER TRUST 2001-D

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




                                  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: August 22, 2001

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


                                 By: ____________________________________
                                         Authorized Officer


<PAGE>




                                       B-8

                                 REVERSE OF NOTE

                  This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class B 5.01% Asset Backed Notes (the "Class B Notes"
and, together with the Class A Notes referred to below, the "Notes") which,
together with the Issuer's Class A-1 3.461% Asset Backed Notes (the "Class A-1
Notes"), Class A-2 3.71% Asset Backed Notes (the "Class A-2 Notes"), Class A-3
4.31% Asset Backed Notes (the "Class A-3 Notes"), Class A-4 4.72% 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"), are issued under the
Indenture, to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights and obligations
thereunder of the Issuer, the Indenture Trustee and the Noteholders. The Notes
are subject to all terms of the Indenture.

                  The Class B Notes are and will be equally and ratably secured
by the collateral pledged as security therefor as provided in the Indenture. The
Class B Notes are subordinated in right of payment to the Class A Notes as and
to the extent provided in the Indenture.

                  Principal of the Class B Notes will be payable on each
Distribution Date in an amount described on the face hereof. "Distribution Date"
means the fifteenth day of each month, or, if any such day is not a Business
Day, the next succeeding Business Day, commencing in September 2001.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


<PAGE>




                                   ASSIGNMENT


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

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

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

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

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


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

                                                                             */



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

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



<PAGE>




                                       C-1

                                                                       EXHIBIT C


                        FORM OF NOTE DEPOSITORY AGREEMENT




<PAGE>




                                                                      SCHEDULE A


                             Schedule of Receivables

                Provided to the Indenture Trustee at the Closing


<PAGE>




                                                                      APPENDIX A


                              Definitions and Usage


                                   See Tab 14