Exhibit 4.1

================================================================================

                                 INDENTURE


                                  between


                    FORD CREDIT AUTO OWNER TRUST 2002-C,

                                 as Issuer


                                    and


                           THE BANK OF NEW YORK,

                            as Indenture Trustee


                          Dated as of June 1, 2002

================================================================================
<PAGE>
                           CROSS REFERENCE TABLE(1)
                           ---------------------

  TIA                                                              Indenture
Section                                                             Section
-------                                                             -------

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

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

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

2    N.A. means Not Applicable.
<PAGE>



                             TABLE OF CONTENTS


                                 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.........................................25
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....................................26
SECTION 3.18  Restricted Payments.............................................26
SECTION 3.19  Notice of Events of Default.....................................26
SECTION 3.20  Removal of Administrator........................................26
SECTION 3.21  Calculation Agent...............................................26
SECTION 3.22  Representations and Warranties by Trust as to Security Interest.27

                                 ARTICLE IV

SATISFACTION AND DISCHARGE....................................................28
SECTION 4.1  Satisfaction and Discharge of  Indenture.........................28
SECTION 4.2 Satisfaction, Discharge and Defeasance of Notes...................29
SECTION 4.3  Application of Trust Money.......................................31
SECTION 4.4  Repayment of Monies Held by Note Paying Agent....................31

                                 ARTICLE V

REMEDIES......................................................................32
SECTION 5.1  Events of Default................................................32
SECTION 5.2  Acceleration of Maturity; Rescission and Annulment...............33
SECTION 5.3  Collection of Indebtedness and Suits for Enforcement by
                   Indenture Trustee..........................................34
SECTION 5.4  Remedies; Priorities.............................................37
SECTION 5.5  Optional Preservation of the Receivables.........................41
SECTION 5.6  Limitation of Suits..............................................42
SECTION 5.7  Unconditional Rights of Noteholders To Receive Principal
                   and Interest...............................................43
SECTION 5.8  Restoration of Rights and Remedies...............................43
SECTION 5.9  Rights and Remedies Cumulative...................................43
SECTION 5.10  Delay or Omission Not a Waiver..................................43
SECTION 5.11  Control by Controlling Note Class of Noteholders................44
SECTION 5.12  Waiver of Past Defaults.........................................44
SECTION 5.13  Undertaking for Costs...........................................45
SECTION 5.14  Waiver of Stay or Extension Laws................................45
SECTION 5.15  Action on Notes.................................................45
SECTION 5.16  Performance and Enforcement of Certain Obligations..............46

                                 ARTICLE VI

THE INDENTURE TRUSTEE.........................................................48
SECTION 6.1  Duties of Indenture Trustee......................................48
SECTION 6.2  Rights of Indenture Trustee......................................49
SECTION 6.3  Individual Rights of Indenture Trustee...........................50
SECTION 6.4  Indenture Trustee's Disclaimer...................................50
SECTION 6.5  Notice of Defaults. .............................................51
SECTION 6.6  Reports by Indenture Trustee to Noteholders......................51
SECTION 6.7  Compensation and Indemnity.......................................51
SECTION 6.8  Replacement of Indenture Trustee.................................52
SECTION 6.9  Successor Indenture Trustee by Merger............................53
SECTION 6.10  Appointment of Co-Indenture Trustee or Separate Indenture
                   Trustee....................................................54
SECTION 6.11  Eligibility; Disqualification...................................55
SECTION 6.12  Preferential Collection of Claims Against Issuer................56
SECTION 6.13  Interest Rate Swap Provisions...................................56

                                ARTICLE VII

NOTEHOLDERS' LISTS AND REPORTS................................................59
SECTION 7.1  Issuer To Furnish Indenture Trustee Names and Addresses of
                   Noteholders................................................59
SECTION 7.2  Preservation of Information; Communications to Noteholders.......59
SECTION 7.3  Reports by Issuer................................................59
SECTION 7.4  Reports by Indenture Trustee.....................................60

                                ARTICLE VIII

ACCOUNTS, DISBURSEMENTS AND RELEASES..........................................61
SECTION 8.1  Collection of Money..............................................61
SECTION 8.2  Trust Accounts and Payahead Account..............................61
SECTION 8.3  General Provisions Regarding Accounts............................65
SECTION 8.4  Release of Indenture Trust Estate................................67
SECTION 8.5  Opinion of Counsel...............................................67

                                 ARTICLE IX

SUPPLEMENTAL INDENTURES.......................................................69
SECTION 9.1  Supplemental Indentures Without Consent of Noteholders...........69
SECTION 9.2   Supplemental Indentures with Consent of Noteholders.............71
SECTION 9.3  Execution of Supplemental Indentures.............................73
SECTION 9.4  Effect of Supplemental Indenture.................................73
SECTION 9.5  Conformity with Trust Indenture Act..............................74
SECTION 9.6  Reference in Notes to Supplemental Indentures....................74

                                 ARTICLE X

REDEMPTION OF NOTES...........................................................75
SECTION 10.1  Redemption......................................................75
SECTION 10.2  Form of Redemption Notice.......................................75
SECTION 10.3  Notes Payable on Redemption Date................................76

                                 ARTICLE XI

MISCELLANEOUS.................................................................77
SECTION 11.1  Compliance Certificates and Opinions, etc.......................77
SECTION 11.2  Form of Documents Delivered to Indenture Trustee................79
SECTION 11.3  Acts of Noteholders.............................................80
SECTION 11.4  Notices, etc., to Indenture Trustee, Issuer and Rating
                   Agencies...................................................81
SECTION 11.5  Notices to Noteholders; Waiver..................................82
SECTION 11.6  Alternate Payment and Notice Provisions.........................82
SECTION 11.7  Conflict with Trust Indenture Act...............................83
SECTION 11.8  Effect of Headings and Table of Contents........................83
SECTION 11.9  Successors and Assigns..........................................83
SECTION 11.10  Separability...................................................83
SECTION 11.11  Benefits of Indenture..........................................83
SECTION 11.12  Legal Holidays.................................................83
SECTION 11.13  Governing Law..................................................84
SECTION 11.14  Counterparts...................................................84
SECTION 11.15  Recording of Indenture.........................................84
SECTION 11.16  Trust Obligation...............................................84
SECTION 11.17  Subordination of  Claims against Seller........................84
SECTION 11.18  No Petition....................................................85
SECTION 11.19  Inspection.....................................................86

EXHIBIT A-1

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

EXHIBIT A-2

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

EXHIBIT A-3

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

EXHIBIT A-4

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

EXHIBIT A-5

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

EXHIBIT B....................................................................B-1

         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
<PAGE>
            INDENTURE, dated as of June 1, 2002, (as from time to time
amended, supplemented or otherwise modified and in effect, this
"Indenture") between FORD CREDIT AUTO OWNER TRUST 2002-C, a Delaware
business trust, as Issuer, and THE BANK OF NEW YORK, a New York
corporation, as trustee for the benefit of the Noteholders and as agent for
the Swap Counterparty (in such capacity, the "Indenture Trustee") and not
in its individual capacity.

            Each party agrees as follows for the benefit of the other party
and for the equal and ratable benefit of the holders of the Issuer's Class
A-1 1.86% Asset Backed Notes (the "Class A-1 Notes"), Class A-2a 2.480%
Asset Backed Notes (the "Class A-2a Notes"), Class A-2b Floating Rate Asset
Backed Notes (the "Class A-2b Notes" and, together with the Class A-2a
Notes, the "Class A-2 Notes"), Class A-3 3.38% Asset Backed Notes (the
"Class A-3 Notes"), Class A-4 3.79% Asset Backed Notes (the "Class A-4
Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the
Class A-3 Notes, the "Class A Notes"), Class B 4.22% Asset Backed Notes
(the "Class B Notes") and Class C 4.81% Asset Backed Notes (the "Class C
Notes" and, together with the Class A Notes and the Class B Notes, the
"Notes") and the Swap Counterparty.

                              GRANTING CLAUSE

            The Issuer hereby Grants to the Indenture Trustee at the
Closing Date, as Indenture Trustee for the benefit of the Noteholders and
the Swap Counterparty, 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; (m) all of the Issuer's rights in the Interest Rate Swap
Agreement and (n) all present and future claims, demands, causes of action
and choses in action in respect of any or all of the foregoing and all
payments on or under and all proceeds of every kind and nature whatsoever
in respect of any or all of the foregoing, including all proceeds of the
conversion thereof, voluntary or involuntary, into cash or other liquid
property, all cash proceeds, accounts, accounts receivable, notes, drafts,
acceptances, chattel paper, checks, deposit accounts, insurance proceeds,
condemnation awards, rights to payment of any and every kind and other
forms of obligations and receivables, instruments and other property which
at any time constitute all or part of or are included in the proceeds of
any of the foregoing (collectively, the "Collateral").

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

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

                                 ARTICLE I

             DEFINITIONS, USAGE AND INCORPORATION BY REFERENCE

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

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

            "indenture securities" shall mean the Notes.

            "indenture security holder" shall mean a Noteholder.

            "indenture to be qualified" shall mean this Indenture.

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

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

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


                                 ARTICLE II

                                 THE NOTES

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

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

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

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

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

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

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

      Class A-1 Notes                     $   410,000,000
      Class A-2a Notes                    $   200,000,000
      Class A-2b Note                     $   655,000,000
      Class A-3 Notes                     $   392,000,000
      Class A-4 Notes                     $   249,260,000
      Class B Notes                       $    60,200,000
      Class C Notes                       $    40,135,000

The aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class
A-2b Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes and Class C
Notes Out standing 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-2a, Class A-2b, Class A-3, Class A-4, Class B
Notes and Class C Notes shall be issuable as Book-Entry Notes in minimum
denominations of $1,000 and in integral multiples of $1,000 in excess
thereof.

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

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

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

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

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

            (b) Reserved

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                ARTICLE III

                                 COVENANTS

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

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

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

            (b) On or before each Payment Date and Redemption Date, the
Issuer shall deposit or cause to be deposited in the Collection Account an
aggregate sum sufficient to pay the amounts then becoming due under the
Notes and under the Interest Rate Swap Agreement, 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, the Swap
            Counterparty 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
2003, 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 supple mental hereto and any
other requisite documents and with respect to the execution and filing of
any financing statements and continuation statements and any other action
that may be required by law as is necessary to maintain the lien and
security interest created by this Indenture and reciting the details of
such action or stating that in the opinion of such counsel no such action
is necessary to maintain such lien and security interest. Such Opinion of
Counsel shall also describe the recording, filing, re-recording and
refiling of this Indenture, any indentures supplemental hereto and any
other requisite documents and the execution and filing of any financing
statements and continuation statements that shall, in the opinion of such
counsel, be required to maintain the lien and security interest of this
Indenture until April 30 in the following calendar year.

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

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

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

            (d) If the Issuer shall have knowledge of the occurrence of an
Event of Servicing Termination under the Sale and Servicing Agreement, the
Issuer shall promptly notify the Indenture Trustee and the Rating Agencies
thereof and shall specify in such notice the action, if any, the Issuer is
taking in respect of such default.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  (i) the Person that acquires by conveyance or transfer
            the properties and assets of the Issuer the conveyance or
            transfer of which is hereby restricted shall (A) be a United
            States citizen or a Person organized and existing under the
            laws of the United States of America or any State, (B)
            expressly assumes, by an indenture supplemental hereto,
            executed and delivered to the Indenture Trustee, in form
            satisfactory to the Indenture Trustee, the due and punctual
            payment of the principal of and interest on all Notes and of
            all obligations under the Interest Rate Swap Agreement and the
            performance or observance of every agreement and covenant of
            this Indenture on the part of the Issuer to be performed or
            observed, all as provided herein, (C) expressly agrees by
            means of such supplemental indenture that all right, title and
            interest so conveyed or transferred shall be subject and
            subordinate to the rights of Noteholders and the Swap
            Counterparty, (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 Per
            sons, then one specified Person) shall make all filings with
            the Commission (and any other appropriate Person) required by
            the Exchange Act in connection with the Notes;

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

            SECTION 3.21 Calculation Agent. (a) The Issuer agrees that for
so long as any of the Class A-2b Notes are Outstanding there shall at all
times be an agent appointed to calculate LIBOR in respect of each Interest
Period (the "Calculation Agent"). The Issuer hereby appoints The Bank of
New York as Calculation Agent for purposes of determining LIBOR for each
Interest Period and The Bank of New York hereby accepts such appointment.
The Calculation Agent may be re moved by the Issuer at any time. If the
Calculation Agent is unable or unwilling to act as such or is removed by
the Issuer, the Issuer shall promptly appoint as a replacement Calculation
Agent a leading bank which is engaged in transactions in Eurodollar
deposits in the international Eurodollar market and which does not control
or is not controlled by or under common control with the Issuer or its
Affiliates. The Calculation Agent may not resign its duties without a
successor having been duly appointed.

            (b) The Calculation Agent shall be required to calculate on
each LIBOR Determination Date the interest rate for the Outstanding Class
A-2b Notes for the related Interest Period (in each case, at a rate per
annum rounded, if necessary, to the nearest 1/100,000 of 1% (.0000001),
with five one-millionths of a percentage point rounded upward) and the
amount of interest payable (rounded to the nearest cent, with half a cent
being rounded upwards) on the related Payment Date. The determination of
such interest rates by the Calculation Agent shall (in the absence of
manifest error) be final and binding upon all parties.

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

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

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

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

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

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

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

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

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

                                 ARTICLE IV

                         SATISFACTION AND DISCHARGE

            SECTION 4.1 Satisfaction and Discharge of Indenture. This
Indenture shall cease to be of further effect with respect to the Notes
except as to (i) rights of registration of transfer and exchange, (ii)
substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights
of Noteholders to receive payments of principal thereof and interest
thereon, (iv) Sections 3.3, 3.4, 3.5, 3.8, 3.10, 3.12 and 3.13, (v) the
rights, obligations and immunities of the Indenture Trustee hereunder
(including the rights of the Indenture Trustee under Section 6.7 and the
obligations of the Indenture Trustee under Section 4.3), and (vi) the
rights of Noteholders and Swap Counterparty as beneficiaries hereof with
respect to the property so deposited with the Indenture Trustee payable to
all or any of them, and the Indenture Trustee, on demand of and at the
expense of the Issuer, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture with respect to the Notes,
when:

            (A) either

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

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

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

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

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

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

            SECTION 4.2 Satisfaction, Discharge and Defeasance of Notes.

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

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

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

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

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

                              ARTICLE V

                              REMEDIES

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

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

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

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

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

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

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

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

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

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

                        (A) all payments of principal of and interest on
                  all Notes and all other amounts that would then be due
                  hereunder or upon such Notes or under the Interest Rate
                  Swap Agreement 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 enforce able, upon overdue installments of
interest at the applicable Note Interest Rate borne by the Notes and in
addition thereto such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Indenture Trustee and its
agents, attorneys and counsel.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            (3)   the Indenture Trustee

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            (b) Promptly following a request from the Indenture Trustee to
do so, and at the Administrator's expense, the Issuer shall take all such
lawful action as the Indenture Trustee may request to compel or secure the
performance and observance by the Swap Counterparty in accordance with the
Interest Rate Swap Agreement and to exercise any and all rights, remedies,
powers and privileges lawfully available to the Issuer under or in
connection with the Interest Rate Swap Agreement to the extent and in the
manner directed by the Indenture Trustee, including the transmission of
notices of default thereunder and the institution of legal or
administrative actions or proceedings to compel or secure performance by
the Swap Counterparty of its obligations under the Interest Rate Swap
Agreement.

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

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

                                 ARTICLE VI

                           THE INDENTURE TRUSTEE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                             ARTICLE VII

                   NOTEHOLDERS' LISTS AND REPORTS

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

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

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

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

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

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

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

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

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

            SECTION 7.4 Reports by Indenture Trustee. (a) If required by
TIA Section 313(a), within sixty (60) days after each April 15, beginning
with April 15, 2003 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 ex change, if any, on which the Notes are listed. The Issuer
shall notify the Indenture Trustee if and when the Notes are listed on any
stock exchange.

                                ARTICLE VIII

                    ACCOUNTS, DISBURSEMENTS AND RELEASES

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

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

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

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

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

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

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

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

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

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

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

                  (v) fifth, 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;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            SECTION 8.5 Opinion of Counsel. The Indenture Trustee shall
receive at least seven (7) days notice when requested by the Issuer to take
any action pursuant to Section 8.4(a), accompanied by copies of any
instruments involved, and the Indenture Trustee shall also require, except
in connection with any action contemplated by Section 8.4(c), as a
condition to such action, an Opinion of Counsel, in form and substance
satisfactory to the Indenture Trustee, stating the legal effect of any such
action, outlining the steps required to complete the same, and concluding
that all conditions precedent to the taking of such action have been
complied with and such action will not materially and adversely impair the
security for the Notes or the rights of the Noteholders in contravention of
the provisions of this Indenture;

provided, however, that such Opinion of Counsel shall not be required to
express an opinion as to the fair value of the Indenture Trust Estate.
Counsel rendering any such opinion may rely, without independent
investigation, on the accuracy and validity of any certificate or other
instrument delivered to the Indenture Trustee in connection with any such
action.

                                 ARTICLE IX

                          SUPPLEMENTAL INDENTURES

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

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

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

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

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

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

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

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

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

            (b) The Issuer and the Indenture Trustee, when authorized by an
Issuer Order, may, also without the consent of any of the Noteholders but
with prior notice to the Rating Agencies, enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to,
or changing in any manner or eliminating any of the provisions of, this
Indenture or of modifying in any manner (other than the modifications set
forth in Section 9.2) the rights of the Noteholders under this Indenture;
provided, however, that (i) such action shall not adversely affect in any
material respect the interests of any Noteholder, (ii) (x) such action
shall not adversely affect the rights or obligations of any Swap
Counterparty under the Interest Rate Swap Agreement or modify the
obligations of or impair the ability of the Issuer to fully perform any of
its obligations under the Interest Rate Swap Agreement or (y) the Swap
Counterparty shall have consented thereto (and a Swap Counterparty's
consent will be deemed to have been given if the Swap Counterparty does not
object in writing within ten Business Days of receipt of a written request
for such consent); (iii) such action shall not cause the Issuer to be
characterized for federal or any then Applicable Tax State income tax
purposes as an association taxable as a corporation or otherwise have any
material adverse impact on the federal or any then Applicable Tax State
income taxation of any Notes Outstanding or outstanding Certificates or any
Noteholder or Certificateholder; provided, that with respect to clauses
(i), (ii)(x) and (iii) an Opinion of Counsel is provided in each instance,
and (iv) Rating Agency Confirmation shall have been provided with respect
to such action.

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

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

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

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

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

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

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

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

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

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

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

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

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

            SECTION 9.4 Effect of Supplemental Indenture. Upon the
execution of any supplemental indenture pursuant to the provisions hereof,
this Indenture shall be and shall be deemed to be modified and amended in
accordance therewith with respect to the Notes affected thereby, and the
respective rights, limitations of rights, obligations, duties, liabilities
and immunities under this Indenture of the Indenture Trustee, the Issuer,
the Noteholders and the Swap Counterparty 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 deter mine, new Notes so modified as to
conform, in the opinion of the Indenture Trustee and the Issuer, to any
such supplemental indenture may be prepared and executed by the Issuer and
authenticated and delivered by the Indenture Trustee in exchange for
Outstanding Notes.

                                 ARTICLE X

                            REDEMPTION OF NOTES

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

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

            All notices of redemption shall state:

                  (i) the Redemption Date;

                  (ii) the Note Prepayment Amount;

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

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

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

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

                                 ARTICLE XI

                               MISCELLANEOUS

            SECTION 11.1 Compliance Certificates and Opinions, etc. (a)
Upon any application or request by the Issuer to the Indenture Trustee to
take any action under any provision of this Indenture, the Issuer shall
furnish to the Indenture Trustee (i) an Officer's Certificate stating that
all conditions precedent, if any, provided for in this Indenture relating
to the proposed action have been complied with, (ii) an Opinion of Counsel
stating that in the opinion of such counsel all such conditions precedent,
if any, have been complied with and (iii) (if required by the TIA) an
Independent Certificate from a firm of certified public accountants meeting
the 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 reason able care should know, that the
certificate or opinion or representations with respect to the matters upon
which such officer's certificate or opinion is based are erroneous. Any
such certificate of an Authorized Officer or opinion of counsel may be
based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Servicer,
the Seller, the Administrator or the Issuer, stating that the information
with respect to such factual matters is in the possession of the Servicer,
the Seller, the Administrator or the Issuer, or in the exercise of
reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous.

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

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

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

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

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

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

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

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

                  (ii) the Issuer by the Indenture Trustee or by any
            Noteholder shall be sufficient for every purpose hereunder if
            in writing and mailed first-class, postage prepaid to the
            Issuer addressed to: Ford Credit Auto Owner Trust 2002-C, in
            care of Wachovia Bank of Delaware, National Association, One
            Rodney Square, 920 King Street, Suite 102, Wilmington, Delaware
            19801, Attention: Corporate Trust Administration, Amy Martin,
            with a copy to the Administrator at Ford Motor Company, World
            Headquarters, Office of the General Counsel, One American Road,
            Suite 1034-A1, Dearborn, Michigan 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, (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 and (iv) in the case of the initial Swap Counterparty
as of the Closing Date, at the following address: Bank of America, N.A.,
100 N. Tyron St., NC1-007-13-01, Charlotte, North Carolina 28255, Attn:
Capital Markets Documentation.

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

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

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

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

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

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

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

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

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

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

            SECTION 11.11 Benefits of Indenture. Nothing in this Indenture
or in the Notes, express or implied, shall give to any Person, other than
the parties hereto and their successors hereunder, and the Noteholders, the
Swap Counterparty and any other party secured hereunder, and any other
Person with an ownership interest in any part of the Indenture Trust
Estate, any benefit or any legal or equitable right, remedy or claim under
this Indenture; provided, that no Swap Counterparty shall have any right to
institute any Proceeding, judicial or otherwise, with respect to
enforcement of remedies under Article V of this Indenture upon the
occurrence of an Event of Default.

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

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

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

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

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

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

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

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

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

<PAGE>

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


                   FORD CREDIT AUTO OWNER TRUST 2002-C

                  By:  WACHOVIA BANK OF DELAWARE,
                       NATIONAL ASSOCIATION,
                       not in its individual capacity but solely as Owner
                       Trustee of Ford Credit Auto Owner Trust 2002-C



                  By:   /s/ Amy L.  Martin
                     --------------------------------------------
                       Name: Amy L. Martin
                       Title: Assistant Vice President


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



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



                                 86

<PAGE>



                                                          EXHIBIT A-1
                                                          -----------

                       FORM OF CLASS A-1 NOTE

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHER WISE 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                                               $410,000,000

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


                    FORD CREDIT AUTO OWNER TRUST 2002-C

                     CLASS A-1 1.86% ASSET BACKED NOTES

            Ford Credit Auto Owner Trust 2002-C, a business trust organized
and existing under the laws of the State of Delaware (herein referred to as
the "Issuer"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of FOUR HUNDRED TEN MILLION DOLLARS
payable on each Payment Date in an amount equal to the aggregate amount, if
any, payable to Noteholders of Class A-1 Notes on such Payment Date from
the Principal Distribution Account in respect of principal on the Class
A-1 Notes pursuant to Section 3.1 of the Indenture dated as of June 1, 2002
(as from time to time amended, supplemented or otherwise modified and in
effect, the "Indenture"), between the Issuer and The Bank of New York, a
New York corporation, as Indenture Trustee (in such capacity the "Indenture
Trustee"); provided, however, that the entire unpaid principal amount of
this Note shall be due and payable on the March 2003 Payment Date (the
"Class A-1 Final Scheduled Payment Date"). Capitalized terms used but not
defined herein are defined in Article I of the Indenture, which also
contains rules as to construction that shall be applicable herein.

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

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

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

            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: June 26, 2002

                 FORD CREDIT AUTO OWNER TRUST 2002-C

                 By:  WACHOVIA BANK OF DELAWARE,
                      NATIONAL ASSOCIATION,
                      not in its individual capacity but solely as Owner
                      Trustee of Ford Credit Auto Owner Trust 2002-C



                 By:
                      ---------------------------------------------------
                      Authorized Officer


                  TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date: June 26, 2002

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


                 By:
                      ---------------------------------------------------
                      Authorized Officer
<PAGE>



                              REVERSE OF NOTE

            This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class A-1 1.86% Asset Backed Notes (the "Class
A-1 Notes"), which, together with the Issuer's Class A-2a 2.48% Asset
Backed Notes (the "Class A-2a Notes"), Class A-2b Floating Rate Asset
Backed Notes (the "Class A-2b Notes" and, together with the Class A-2a
Notes, the "Class A-2 Notes"), Class A-3 3.38% Asset Backed Notes (the
"Class A-3 Notes"), Class A-4 3.79% Asset Backed Notes (the "Class A-4
Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the
Class A-3 Notes, the "Class A Notes"), Class B 4.22% Asset Backed Notes
(the "Class B Notes") and Class C 4.81% Asset Backed Notes (the "Class C
Notes" and, together with the Class A Notes and the Class B Notes, the
"Notes"), are issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of
the respective rights and obligations thereunder of the Issuer, the
Indenture Trustee and the Noteholders. The Notes are subject to all terms
of the Indenture.

            The Class A-1 Notes are and will be equally and ratably secured
by the collateral pledged as security therefor as provided in the
Indenture. The Class A- 1 Notes are subordinated to the rights of the Swap
Counterparty to receive payments (other than Swap Termination Payments)
pursuant to the Interest Rate Swap Agreement. Interest on and principal of
the Notes will be payable in accordance with the priority of payments set
forth in Section 8.2 of the Indenture.

            Principal of the Class A-1 Notes will be payable on each
Payment Date in an amount described on the face hereof. "Payment Date"
means the fifteenth day of each month, or, if any such day is not a
Business Day, the next succeeding Business Day, commencing in July 2002.

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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



                                 ASSIGNMENT


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

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

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


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

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


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

                                                                       */
                                    -----------------------------------



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

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



                                                          EXHIBIT A-2a
                                                          ------------

                          FORM OF CLASS A-2a NOTE

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHER WISE 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                                               $200,000,000

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


                    FORD CREDIT AUTO OWNER TRUST 2002-C

                    CLASS A-2a 2.480% ASSET BACKED NOTES

            Ford Credit Auto Owner Trust 2002-C, a business trust organized
and existing under the laws of the State of Delaware (herein referred to as
the "Issuer"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of TWO HUNDRED MILLION DOLLARS
payable on each Payment Date in an amount equal to the aggregate amount, if
any, payable to Noteholders of Class A-2a Notes on such Payment Date from
the Principal Distribution Account in respect of principal on the Class
A-2a Notes pursuant to Section 3.1 of the Indenture dated as of June 1,
2002 (as from time to time amended, supplemented or otherwise modified and
in effect, the "Indenture"), between the Issuer and The Bank of New York, a
New York corporation, as Indenture Trustee (in such capacity the "Indenture
Trustee"); provided, however, that the entire unpaid principal amount of
this Note shall be due and payable on the December 2004 Payment Date (the
"Class A-2a Final Scheduled Payment Date") or the Redemption Date, if any,
pursuant to 10.1 of the Indenture. Capitalized terms used but not defined
herein are defined in Article I of the Indenture, which also contains rules
as to construction that shall be applicable herein.

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

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

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

            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: June 26, 2002

                 FORD CREDIT AUTO OWNER TRUST 2002-C

                 By:  WACHOVIA BANK OF DELAWARE,
                      NATIONAL ASSOCIATION,
                      not in its individual capacity but solely as Owner
                      Trustee of Ford Credit Auto Owner Trust 2002-C



                 By:
                      ---------------------------------------------------
                      Authorized Officer


               TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date: June 26, 2002

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


                 By:
                      ---------------------------------------------
                      Authorized Officer
<PAGE>



                           REVERSE OF NOTE

            This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class A-2a 2.46% Asset Backed Notes (the "Class
A-2a Notes"), which, together with the Issuer's Class A-1 1.86% Asset
Backed Notes (the "Class A- 1 Notes"), Class A-2b Floating Rate Asset
Backed Notes (the "Class A-2b Notes" and, together with the Class A-2a
Notes, the "Class A-2 Notes"), Class A-3 3.38% Asset Backed Notes (the
"Class A-3 Notes"), Class A-4 3.79% Asset Backed Notes (the "Class A-4
Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the
Class A-3 Notes, the "Class A Notes"), Class B 4.22% Asset Backed Notes
(the "Class B Notes") and Class C 4.81% Asset Backed Notes (the "Class C
Notes" and, together with the Class A Notes and the Class B Notes, the
"Notes"), are issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of
the respective rights and obligations thereunder of the Issuer, the
Indenture Trustee and the Noteholders. The Notes are subject to all terms
of the Indenture.

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

            Principal of the Class A-2a Notes will be payable on each
Payment Date in an amount described on the face hereof. "Payment Date"
means the fifteenth day of each month, or, if any such day is not a
Business Day, the next succeeding Business Day, commencing in July 2002.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                 ASSIGNMENT


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


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

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

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

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


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

                                                                       */
                                    -----------------------------------



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

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



                                                         EXHIBIT A-2b
                                                         ------------

                       FORM OF CLASS A-2b NOTE

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHER WISE 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                                              $655,000,000

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



                    FORD CREDIT AUTO OWNER TRUST 2002-C

             CLASS A-2b FLOATING RATE ASSET BACKED NOTES

            Ford Credit Auto Owner Trust 2002-C, a business trust organized
and existing under the laws of the State of Delaware (herein referred to as
the "Issuer"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of SIX HUNDRED FIFTY-FIVE MILLION
DOLLARS payable on each Payment Date in an amount equal to the aggregate
amount, if any, payable to Noteholders of Class A-2b Notes on such Payment
Date from the Principal Distribution Account in respect of principal on
the Class A-2b Notes pursuant to Section 3.1 of the Indenture dated as of
June 1, 2002 (as from time to time amended, supplemented or otherwise
modified and in effect, the "Indenture"), between the Issuer and The Bank
of New York, as Indenture Trustee (in such capacity the "Indenture
Trustee"); provided, however, that the entire unpaid principal amount of
this Note shall be due and payable on the earlier of the December 2004
Payment Date (the "Class A-2b Final Scheduled Payment Date") or the
Redemption Date, if any, pursuant to Section 10.1 of the Indenture.
Capitalized terms used but not defined herein are defined in Article I of
the Indenture, which also contains rules as to construction that shall be
applicable herein.

            The Issuer shall pay interest on this Note on each Payment Date
at a per annum rate equal to the London interbank offered rate ("LIBOR")
for one-month U.S. Dollar deposits in Europe (determined as set forth in
the Indenture) on the applicable LIBOR Determination Date, in each case
plus 0.03% on the principal amount of this Note outstanding on the
preceding Payment Date, after giving effect to all payments of principal
made on the preceding Payment Date (provided, how ever, that interest shall
accrue from the Closing Date to the initial Payment Date, and shall be
payable on the initial Payment Date, at a per annum rate equal to 1.87000%
on the original principal amount outstanding on the Closing Date), subject
to certain limitations contained in Section 3.1 of the Indenture, until the
principal of this Note is paid or made available for payment. Interest on
this Note will accrue for each Payment Date from and including the
preceding Payment Date (or, in the case of the initial Payment Date, from
and including the Closing Date) to but excluding such Payment Date.
Interest will be computed on the basis of actual days elapsed and a 360-day
year. Such principal of and interest on this Note shall be paid in the
manner specified on the reverse side hereof.

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

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


                                   A-2-1
<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.



                                A-2-2
<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: June 26, 2002

                 FORD CREDIT AUTO OWNER TRUST 2002-C

                 By:  WACHOVIA BANK OF DELAWARE,
                      NATIONAL ASSOCIATION,
                      not in its individual capacity but solely as Owner
                      Trustee of Ford Credit Auto Owner Trust 2002-C



                 By:
                      ----------------------------------------------------
                      Authorized Officer


               TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date: June 26, 2002

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


                 By:
                      ---------------------------------------------------
                      Authorized Officer


                                A-2-3
<PAGE>



                           REVERSE OF NOTE


            This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class A-2b Floating Rate Asset Backed Notes (the
"Class A- 2b Notes") which, together with the Issuer's Class A-1 1.86%
Asset Backed Notes (the "Class A-1 Notes"), Class A-2a 2.48% Asset Backed
Notes (the "Class A-2a Notes" and, together with the Class A-2b Notes, the
"Class A-2 Notes"), Class A-3 3.38% Asset Backed Notes (the "Class A-3
Notes"), Class A-4 3.79% Asset Backed Notes (the "Class A-4 Notes" and,
together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3
Notes, the "Class A Notes"), Class B 4.22% Asset Backed Notes (the "Class B
Notes") and Class C 4.81% Asset Backed Notes (the "Class C Notes" and,
together with the Class A Notes and the Class B Notes, the "Notes"), are
issued under the Indenture, to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Noteholders. The Notes are subject to all terms of the
Indenture.

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

            Principal of the Class A-2b Notes will be payable on each
Payment Date in an amount described on the face hereof. "Payment Date"
means the fifteenth day of each month, or, if any such day is not a
Business Day, the next succeeding Business Day, commencing in July 2002.

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


                                A-2-4
<PAGE>



be made pro rata to the Noteholders entitled thereto.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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


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

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


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

                                                                      */
                                    -----------------------------------

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



                                                          EXHIBIT A-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 OTHER WISE 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                                               $392,000,000

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



                    FORD CREDIT AUTO OWNER TRUST 2002-C

                     CLASS A-3 3.38% ASSET BACKED NOTES

            Ford Credit Auto Owner Trust 2002-C, a business trust organized
and existing under the laws of the State of Delaware (herein referred to as
the "Issuer"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of THREE HUNDRED NINETY-TWO MILLION
DOLLARS payable on each Payment Date in an amount equal to the aggregate
amount, if any, payable to Noteholders of Class A-3 Notes on such Payment
Date from the Principal Distribution Account in respect of principal on the
Class A-3 Notes pursuant to Section 3.1 of the Indenture dated as of June
1, 2002 (as from time to time amended, supplemented or otherwise modified
and in effect, the "Indenture"), between the Issuer and The Bank of New
York, a New York corporation, as Indenture Trustee (in such capacity the
"Indenture Trustee"); provided, however, that the entire unpaid principal
amount of this Note shall be due and payable on the earlier of the December
2005 Payment Date (the "Class A-3 Final Scheduled Payment Date") or the
Redemption Date, if any, pursuant to Section 10.1 of the Indenture.
Capitalized terms used but not defined herein are defined in Article I of
the Indenture, which also contains rules as to construction that shall be
applicable herein.

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

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

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

            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: June 26, 2002

                 FORD CREDIT AUTO OWNER TRUST 2002-C

                 By:  WACHOVIA BANK OF DELAWARE,
                      NATIONAL ASSOCIATION,
                      not in its individual capacity but solely as Owner
                      Trustee of Ford Credit Auto Owner Trust 2002-C



                 By:
                      ---------------------------------------------------
                      Authorized Officer


                  TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date: June 26, 2002

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


                 By:
                      ---------------------------------------------------
                      Authorized Officer
<PAGE>



                           REVERSE OF NOTE

            This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class A-3 3.38% Asset Backed Notes (the "Class
A-3 Notes"), which, together with the Issuer's Class A-1 1.86% Asset Backed
Notes (the "Class A- 1 Notes"), Class A-2a 2.48% Asset Backed Notes (the
"Class A-2a Notes"), Class A- 2b Floating Rate Asset Backed Notes (the
"Class A-2b Notes" and, together with the Class A-2a Notes, the "Class A-2
Notes"), Class A-4 3.79% Asset Backed Notes (the "Class A-4 Notes" and,
together with the Class A-1 Notes, the Class A-2 Notes and the Class A-3
Notes, the "Class A Notes"), Class B 4.22% Asset Backed Notes (the "Class B
Notes") and Class C 4.81% Asset Backed Notes (the "Class C Notes" and,
together with the Class A Notes and the Class B Notes, the "Notes"), are
issued under the Indenture, to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Noteholders. The Notes are subject to all terms of the
Indenture.

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

            Principal of the Class A-3 Notes will be payable on each
Payment Date in an amount described on the face hereof. "Payment Date"
means the fifteenth day of each month, or, if any such day is not a
Business Day, the next succeeding Business Day, commencing in July 2002.

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



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

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

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

            The transfer of this Note is subject to the restrictions on
transfer specified on the face hereof and to the other limitations set
forth in the Indenture. Subject to the satisfaction of such restrictions
and limitations, the transfer of this
<PAGE>


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.
<PAGE>



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

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

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

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

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

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

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



                             ASSIGNMENT


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

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

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

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

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


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

                                                                   */
                                -----------------------------------




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





                                                          EXHIBIT A-4
                                                          -----------

                       FORM OF CLASS A-4 NOTE

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHER WISE 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                                               $249,260,000
No. R-1                                         CUSIP NO. 34527R HR 7



                    FORD CREDIT AUTO OWNER TRUST 2002-C

                     CLASS A-4 3.79% ASSET BACKED NOTES

            Ford Credit Auto Owner Trust 2002-C, a business trust organized
and existing under the laws of the State of Delaware (herein referred to as
the "Issuer"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of TWO HUNDRED FORTY-NINE MILLION TWO
HUNDRED SIXTY THOUSAND DOLLARS payable on each Payment Date in an amount
equal to the aggregate amount, if any, payable to Noteholders of Class A-4
Notes on such Payment Date from the Principal Distribution Account in
respect of principal on the Class A-4 Notes pursuant to Section 3.1 of the
Indenture dated as of June 1, 2002 (as from time to time amended,
supplemented or otherwise modified and in effect, the "Indenture"), between
the Issuer and The Bank of New York, a New York corporation, as Indenture
Trustee (in such capacity the "Indenture Trustee"); provided, however, that
the entire unpaid principal amount of this Note shall be due and payable on
the earlier of the September 2006 Payment Date (the "Class A-4 Final
Scheduled Payment Date") or the Redemption Date, if any, pursuant to
Section 10.1 of the Indenture. Capitalized terms used but not defined
herein are defined in Article I of the Indenture, which also contains rules
as to construction that shall be applicable herein.

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

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

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

            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: June 26, 2002

                 FORD CREDIT AUTO OWNER TRUST 2002-C

                 By:  WACHOVIA BANK OF DELAWARE,
                      NATIONAL ASSOCIATION,
                      not in its individual capacity but solely as Owner
                      Trustee of Ford Credit Auto Owner Trust 2002-C



                 By:
                      ---------------------------------------------------
                      Authorized Officer


               TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date: June 26, 2002

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


                 By:
                      ---------------------------------------------------
                      Authorized Officer
<PAGE>



                           REVERSE OF NOTE

            This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class A-4 3.79% Asset Backed Notes (the "Class
A-4 Notes"), which, together with the Issuer's Class A-1 1.86% Asset Backed
Notes (the "Class A- 1 Notes"), Class A-2a 2.48% Asset Backed Notes (the
"Class A-2a Notes"), Class A- 2b Floating Rate Asset Backed Notes (the
"Class A-2b Notes" and, together with the Class A-2a Notes, the "Class A-2
Notes"), Class A-3 3.38% Asset Backed Notes (the "Class A-3 Notes" and,
such Class A-3 Notes, together with the Class A-1 Notes, the Class A-2
Notes and the Class A-4 Notes, the "Class A Notes"), Class B 4.22% Asset
Backed Notes (the "Class B Notes") and Class C 4.81% Asset Backed Notes
(the "Class C Notes" and, together with the Class A Notes and the Class B
Notes, the "Notes"), are issued under the Indenture, to which Indenture and
all indentures supplemental thereto reference is hereby made for a
statement of the respective rights and obligations thereunder of the
Issuer, the Indenture Trustee and the Noteholders. The Notes are subject to
all terms of the Indenture.

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

            Principal of the Class A-4 Notes will be payable on each
Payment Date in an amount described on the face hereof. "Payment Date"
means the fifteenth day of each month, or, if any such day is not a
Business Day, the next succeeding Business Day, commencing in July 2002.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



                                 ASSIGNMENT


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



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


                   (name and address of assignee)

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


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

                                                                   */
                                    -------------------------------




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



                                                            EXHIBIT B
                                                            ---------

                        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 OTHER WISE 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                                                $60,200,000

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


                    FORD CREDIT AUTO OWNER TRUST 2002-C

                      CLASS B 4.81% ASSET BACKED NOTES

            Ford Credit Auto Owner Trust 2002-C, a business trust organized
and existing under the laws of the State of Delaware (herein referred to as
the "Issuer"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of SIXTY MILLION TWO HUNDRED THOUSAND
DOLLARS payable on each Payment Date in an amount equal to the aggregate
amount, if any, payable to Noteholders of Class B Notes on such Payment
Date from the Principal Distribution Account in respect of principal on the
Class B Notes pursuant to Section 3.1 of the Indenture dated as of June 1,
2002 (as from time to time amended, supplemented or otherwise modified and
in effect, the "Indenture"), between the Issuer and The Bank of New York, a
New York corporation, as Indenture Trustee (in such capacity the "Indenture
Trustee"); provided, however, that the entire unpaid principal amount of
this Note shall be due and payable on the earlier of the December 2006
Payment Date (the "Class B Final Scheduled Payment Date") or the Redemption
Date, if any, pursuant to Section 10.1 of the Indenture. Capitalized terms
used but not defined herein are defined in Article I of the Indenture,
which also contains rules as to construction that shall be applicable
herein.

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

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

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

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


              REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.
<PAGE>



            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: June 26, 2002

                 FORD CREDIT AUTO OWNER TRUST 2002-C

                 By:  WACHOVIA BANK OF DELAWARE,
                      NATIONAL ASSOCIATION,
                      not in its individual capacity but solely as Owner
                      Trustee of Ford Credit Auto Owner Trust 2002-C



                 By:
                      ---------------------------------------------------
                      Authorized Officer


                  TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date: June 26, 2002

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


                 By:
                      ---------------------------------------------------
                      Authorized Officer


                                 B-2
<PAGE>



                           REVERSE OF NOTE

            This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class B 4.81% Asset Backed Notes (the "Class B
Notes"), which, together with the Issuer's Class A-1 1.86% Asset Backed
Notes (the "Class A-1 Notes"), Class A-2a 2.48% Asset Backed Notes (the
"Class A-2a Notes"), Class A- 2b Floating Rate Asset Backed Notes (the
"Class A-2b Notes" and, together with the Class A-2a Notes, the "Class A-2
Notes"), Class A-3 3.38% Asset Backed Notes (the "Class A-3 Notes"), Class
A-4 3.79% 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 the Class C 4.81% Asset Backed Notes (the "Class C Notes" and,
together with the Class A Notes and the Class B Notes, the "Notes"), are
issued under the Indenture, to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Noteholders. The Notes are subject to all terms of the
Indenture.

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

            Principal of the Class B Notes will be payable on each Payment
Date in an amount described on the face hereof. "Payment Date" means the
fifteenth day of each month, or, if any such day is not a Business Day, the
next succeeding Business Day, commencing in July 2002.

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

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

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

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

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

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

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

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

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

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

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


                                 B-5
<PAGE>



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

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

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

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

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

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

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



                                 ASSIGNMENT


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

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

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

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

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


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

                                                                   */
                                    -------------------------------




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



                                                            EXHIBIT C
                                                            ---------

                        FORM OF CLASS C NOTE


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

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


REGISTERED                                                $40,135,000

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


                 FORD CREDIT AUTO OWNER TRUST 2002-C

                  CLASS C 4.81% ASSET BACKED NOTES

            Ford Credit Auto Owner Trust 2002-C, a business trust organized
and existing under the laws of the State of Delaware (herein referred to as
the "Issuer"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of FORTY MILLION ONE HUNDRED
THIRTY-FIVE THOUSAND payable on each Payment Date in an amount equal to the
aggregate amount, if any, payable to Noteholders of Class C Notes on such
Payment Date from the Principal Distribution Account in respect of
principal on the Class C Notes pursuant to Section 3.1 of the Indenture
dated as of June 1, 2002 (as from time to time amended, supplemented or
otherwise modified and in effect, the "Indenture"), between the Issuer and
The Bank of New York, a New York corporation, as Indenture Trustee (in such
capacity the "Indenture Trustee"); provided, however, that the entire
unpaid principal amount of this Note shall be due and payable on the
earlier of the March 2007 Payment Date (the "Class C Final Scheduled
Payment Date") or the Redemption Date, if any, pursuant to Section 10.1 of
the Indenture. Capitalized terms used but not defined herein are defined in
Article I of the Indenture, which also contains rules as to construction
that shall be applicable herein.

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

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

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

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


              REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.

<PAGE>


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

Date: June 26, 2002

            FORD CREDIT AUTO OWNER TRUST 2002-C

            By:  WACHOVIA BANK OF DELAWARE,
                 NATIONAL ASSOCIATION
                 not in its individual capacity but solely as Owner
                 Trustee of Ford Credit Auto Owner Trust 2002-C



            By:
                 ---------------------------------------------------
                 Authorized Officer


                  TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date: June 26, 2002

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


                 By:
                      ---------------------------------------------------
                      Authorized Officer
<PAGE>



                           REVERSE OF NOTE

            This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class C 4.81% Asset Backed Notes (the "Class C
Notes"), which, together with the Issuer's Class A-1 1.86% Asset Backed
Notes (the "Class A-1 Notes"), Class A-2a 2.48% Asset Backed Notes (the
"Class A-2a Notes"), Class A- 2b Floating Rate Asset Backed Notes (the
"Class A-2b Notes" and, together with the Class A-2a Notes, the "Class A-2
Notes"), Class A-3 3.38% Asset Backed Notes (the "Class A-3 Notes"), Class
A-4 3.79% 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 the Class B 4.22% Asset Backed Notes (the "Class B Notes" and,
together with the Class A Notes and the Class C Notes, the "Notes"), are
issued under the Indenture, to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Noteholders. The Notes are subject to all terms of the
Indenture.

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

            Principal of the Class C Notes will be payable on each Payment
Date in an amount described on the face hereof. "Payment Date" means the
fifteenth day of each month, or, if any such day is not a Business Day, the
next succeeding Business Day, commencing in July 2002.

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

            Payments of interest on this Note on each Payment Date,
together with the installment of principal, if any, to the extent not in
full payment of this Note,


                                 C-4
<PAGE>



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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



                                 ASSIGNMENT


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

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

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

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

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


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

                                                                   */
                                    -------------------------------



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

<PAGE>



                                                            EXHIBIT D
                                                            ---------


                  FORM OF NOTE DEPOSITORY AGREEMENT
<PAGE>



                                                           SCHEDULE A
                                                           ----------


                       Schedule of Receivables
                       -----------------------

          Provided to the Indenture Trustee at the Closing


<PAGE>


                                                           APPENDIX A
                                                           ----------


                           Definitions and Usage
                           ---------------------