Exhibit 4.1

                                 INDENTURE


                                  between


                    FORD CREDIT AUTO OWNER TRUST 2002-B,

                                 as Issuer


                                    and


                            JPMORGAN CHASE BANK,

                            as Indenture Trustee


                         Dated as of March 1, 2002





                           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.



<TABLE>
<CAPTION>

                                          TABLE OF CONTENTS


                                              ARTICLE I

<S>                                                                                                <C>
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..........................................................................................14
SECTION 3.1  Payment of Principal and Interest.....................................................14
SECTION 3.2  Maintenance of Office or Agency.......................................................14
SECTION 3.3  Money for Payments To Be Held in Trust................................................14
SECTION 3.4  Existence.............................................................................16
SECTION 3.5  Protection of Indenture Trust Estate..................................................16
SECTION 3.6  Opinions as to Indenture Trust Estate.................................................17
SECTION 3.7  Performance of Obligations; Servicing of Receivables..................................18
SECTION 3.8  Negative Covenants....................................................................20
SECTION 3.9  Annual Statement as to Compliance.....................................................21
SECTION 3.10  Issuer May Consolidate, etc., Only on Certain Terms..................................21
SECTION 3.11  Successor or Transferee..............................................................23
SECTION 3.12  No Other Business....................................................................24
SECTION 3.13  No Borrowing.........................................................................24
SECTION 3.14  Servicer's Obligations...............................................................24
SECTION 3.15  Guarantees, Loans, Advances and Other Liabilities....................................24
SECTION 3.16  Capital Expenditures.................................................................24
SECTION 3.17  Further Instruments and Acts.........................................................24
SECTION 3.18  Restricted Payments..................................................................25
SECTION 3.19  Notice of Events of Default..........................................................25
SECTION 3.20  Removal of Administrator.............................................................25
SECTION 3.21  Calculation Agent....................................................................25

                                             ARTICLE IV

SATISFACTION AND DISCHARGE.........................................................................27
SECTION 4.1  Satisfaction and Discharge of  Indenture..............................................27
SECTION 4.2 Satisfaction, Discharge and Defeasance of Notes........................................28
SECTION 4.3  Application of Trust Money............................................................30
SECTION 4.4  Repayment of Monies Held by Note Paying Agent.........................................30

                                              ARTICLE V

REMEDIES...........................................................................................31
SECTION 5.1  Events of Default.....................................................................31
SECTION 5.2  Acceleration of Maturity; Rescission and Annulment....................................32
SECTION 5.3  Collection of Indebtedness and Suits for Enforcement by
                   Indenture Trustee...............................................................33
SECTION 5.4  Remedies; Priorities..................................................................36
SECTION 5.5  Optional Preservation of the Receivables..............................................40
SECTION 5.6  Limitation of Suits...................................................................40
SECTION 5.7  Unconditional Rights of Noteholders To Receive Principal
                   and Interest....................................................................41
SECTION 5.8  Restoration of Rights and Remedies....................................................41
SECTION 5.9  Rights and Remedies Cumulative........................................................42
SECTION 5.10  Delay or Omission Not a Waiver.......................................................42
SECTION 5.11  Control by Controlling Note Class of Noteholders.....................................42
SECTION 5.12  Waiver of Past Defaults..............................................................43
SECTION 5.13  Undertaking for Costs................................................................43
SECTION 5.14  Waiver of Stay or Extension Laws.....................................................44
SECTION 5.15  Action on Notes......................................................................44
SECTION 5.16  Performance and Enforcement of Certain Obligations...................................44

                                             ARTICLE VI

THE INDENTURE TRUSTEE..............................................................................47
SECTION 6.1  Duties of Indenture Trustee...........................................................47
SECTION 6.2  Rights of Indenture Trustee...........................................................48
SECTION 6.3  Individual Rights of Indenture Trustee................................................49
SECTION 6.4  Indenture Trustee's Disclaimer........................................................49
SECTION 6.5  Notice of Defaults. ..................................................................49
SECTION 6.6  Reports by Indenture Trustee to Noteholders...........................................50
SECTION 6.7  Compensation and Indemnity............................................................50
SECTION 6.8  Replacement of Indenture Trustee......................................................51
SECTION 6.9  Successor Indenture Trustee by Merger.................................................52
SECTION 6.10  Appointment of Co-Indenture Trustee or Separate Indenture
                   Trustee.........................................................................52
SECTION 6.11  Eligibility; Disqualification........................................................54
SECTION 6.12  Preferential Collection of Claims Against Issuer.....................................55
SECTION 6.13  Interest Rate Swap Provisions........................................................55

                                             ARTICLE VII

NOTEHOLDERS' LISTS AND REPORTS.....................................................................58
SECTION 7.1  Issuer To Furnish Indenture Trustee Names and Addresses of
                   Noteholders.....................................................................58
SECTION 7.2  Preservation of Information; Communications to Noteholders............................58
SECTION 7.3  Reports by Issuer.....................................................................58
SECTION 7.4  Reports by Indenture Trustee..........................................................59

                                            ARTICLE VIII

ACCOUNTS, DISBURSEMENTS AND RELEASES...............................................................60
SECTION 8.1  Collection of Money...................................................................60
SECTION 8.2  Trust Accounts and Payahead Account...................................................60
SECTION 8.3  General Provisions Regarding Accounts.................................................64
SECTION 8.4  Release of Indenture Trust Estate.....................................................65
SECTION 8.5  Opinion of Counsel....................................................................66

                                             ARTICLE IX

SUPPLEMENTAL INDENTURES............................................................................68
SECTION 9.1  Supplemental Indentures Without Consent of Noteholders................................68
SECTION 9.2   Supplemental Indentures with Consent of Noteholders..................................70
SECTION 9.3  Execution of Supplemental Indentures..................................................72
SECTION 9.4  Effect of Supplemental Indenture......................................................72
SECTION 9.5  Conformity with Trust Indenture Act...................................................73
SECTION 9.6  Reference in Notes to Supplemental Indentures.........................................73

                                              ARTICLE X

REDEMPTION OF NOTES................................................................................74
SECTION 10.1  Redemption...........................................................................74
SECTION 10.2  Form of Redemption Notice............................................................74
SECTION 10.3  Notes Payable on Redemption Date.....................................................75

                                             ARTICLE XI

MISCELLANEOUS......................................................................................76
SECTION 11.1  Compliance Certificates and Opinions, etc............................................76
SECTION 11.2  Form of Documents Delivered to Indenture Trustee.....................................78
SECTION 11.3  Acts of Noteholders..................................................................79
SECTION 11.4  Notices, etc., to Indenture Trustee, Issuer and Rating
                   Agencies........................................................................79
SECTION 11.5  Notices to Noteholders; Waiver.......................................................80
SECTION 11.6  Alternate Payment and Notice Provisions..............................................81
SECTION 11.7  Conflict with Trust Indenture Act....................................................81
SECTION 11.8  Effect of Headings and Table of Contents.............................................82
SECTION 11.9  Successors and Assigns...............................................................82
SECTION 11.10  Separability........................................................................82
SECTION 11.11  Benefits of Indenture...............................................................82
SECTION 11.12  Legal Holidays......................................................................82
SECTION 11.13  Governing Law.......................................................................82
SECTION 11.14  Counterparts........................................................................82
SECTION 11.15  Recording of Indenture..............................................................83
SECTION 11.16  Trust Obligation....................................................................83
SECTION 11.17  Subordination of  Claims against Seller.............................................83
SECTION 11.18  No Petition.........................................................................84
SECTION 11.19  Inspection..........................................................................84

EXHIBIT A-1

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

EXHIBIT A-2a

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

EXHIBIT A-2b

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

EXHIBIT A-3a

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

EXHIBIT A-3b

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

EXHIBIT A-4

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

EXHIBIT B

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

EXHIBIT C

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

EXHIBIT D

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

SCHEDULE A

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

APPENDIX A

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

</TABLE>

<PAGE>

         INDENTURE, dated as of March 1, 2002 (as from time to time
amended, supplemented or otherwise modified and in effect, this
"Indenture") between FORD CREDIT AUTO OWNER TRUST 2002-B, a Delaware
business trust, as Issuer, and JPMORGAN CHASE BANK, a New York corporation,
as trustee for the benefit of the Noteholders and as agent for the Swap
Counterparties (in such capacity, the "Indenture Trustee") and not in its
individual capacity.

         Each party agrees as follows for the benefit of the other party
and for the equal and ratable benefit of the holders of the Issuer's Class
A-1 2.01% Asset Backed Notes (the "Class A-1 Notes"), Class A-2a 2.97%
Asset Backed Notes (the "Class A-2a Notes"), Class A-2b Floating Rate Asset
Backed Notes (the "Class A-2b Notes" and, together with the Class A-2a
Notes, the "Class A-2 Notes"), Class A-3a 4.14% Asset Backed Notes (the
"Class A-3a Notes"), Class A-3b Floating Rate Asset Backed Notes (the
"Class A-3b Notes" and, together with the Class A-3a Notes, the "Class A-3
Notes"), Class A-4 4.75% 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 5.18% Asset Backed Notes (the "Class B
Notes") and Class C 5.75% Asset Backed Notes (the "Class C Notes" and,
together with the Class A Notes and the Class B Notes, the "Notes") and the
Swap Counterparties:

                              GRANTING CLAUSE

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

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

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


                                 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. (a) The Class A-1 Notes, the Class A-2a Notes,
the Class A-2b Notes, the Class A-3a Notes, the Class A-3b Notes, the Class
A-4 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-3a, Exhibit A-3b, 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.

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

         (c) Each Note shall be dated the date of its authentication. The
terms of the Notes set forth in Exhibit A-1, Exhibit A-2a, Exhibit A-2b,
Exhibit A-3a, Exhibit A-3b, 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                          $700,000,000
                 Class A-2a Notes                          $515,050,000
                 Class A-2b Notes                          $574,834,000
                 Class A-3a Notes                          $388,858,000
                 Class A-3b Notes                          $776,000,000
                  Class A-4 Notes                          $393,322,000
                   Class B Notes                           $105,728,000
                   Class C Notes                           $ 70,486,000

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

         (d) The Class A-1 Notes shall be issuable as Book-Entry Notes in
minimum denominations of $100,000 and in integral multiples of $1,000 in
excess thereof. The Class A-2a, Class A-2b, Class A-3a, Class A-3b, 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 exchanges pursuant to Section 2.3 or 9.6 not
involving any transfer.

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

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

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

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

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

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

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

         (b) The principal of each Note shall be payable in installments on
each Distribution Date as provided in the forms of Notes set forth in
Exhibit A-1, Exhibit A-2a, Exhibit A-2b, Exhibit A-3a, Exhibit A-3b,
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 Distribution Date on which the
Issuer expects that the final installment of principal of and interest on
such Note shall be paid. Such notice shall be mailed or transmitted by
facsimile prior to such final Distribution Date and shall specify that such
final installment shall be payable only upon presentation and surrender of
such Note and shall specify the place where such Note may be presented and
surrendered for payment of such installment. Notices in connection with
redemption of Notes shall be mailed to Noteholders as provided in Section
10.2.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                ARTICLE III

                                 COVENANTS

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

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

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

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

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

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

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

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

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

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

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

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

         SECTION 3.4 Existence. The Issuer shall keep in full effect its
existence, rights and franchises as a 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 Counterparties and the Noteholders in such Indenture
                  Trust Estate against the claims of all Persons.

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

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

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

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

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

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

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

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

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

         (g) Without derogating from the absolute nature of the assignment
granted to the Indenture Trustee under this Indenture or the rights of the
Indenture Trustee hereunder, the Issuer hereby agrees that it shall not,
without the prior written consent of the Indenture Trustee or the
Noteholders of Notes evidencing not less than a majority in Note Balance of
the Notes Outstanding 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) the Rating Agency Condition shall have
                  been satisfied with respect to such transaction;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         SECTION 3.19 Notice of Events of Default. The Issuer shall give
the Indenture Trustee and the Rating Agencies prompt written notice of each
Event of Default hereunder and of each default on the part of any party to
the Sale and Servicing Agreement, the Purchase Agreement or any 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 the Rating Agency Condition shall have been satisfied in
connection therewith.

         SECTION 3.21 Calculation Agent. (a) The Issuer agrees that for so
long as any of the Class A-2b Notes or Class A-3b 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 JPMorgan Chase Bank as Calculation Agent for purposes of
determining LIBOR for each Interest Period and JPMorgan Chase Bank hereby
accepts such appointment. The Calculation Agent may be removed by the
Issuer at any time. If the Calculation Agent is unable or unwilling to act
as such or is removed by the Issuer, the Issuer shall promptly appoint as a
replacement Calculation Agent a leading bank which is engaged in
transactions in Eurodollar deposits in the international Eurodollar market
and which does not control or is not controlled by or under common control
with the Issuer or its Affiliates. The Calculation Agent may not resign its
duties without a successor having been duly appointed.

         (b) The Calculation Agent shall be required to calculate on each
LIBOR Determination Date the interest rate for the Outstanding Class A-2b
Notes and the Outstanding Class A-3b 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 Distribution
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.

                                 ARTICLE IV

                         SATISFACTION AND DISCHARGE

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

                  (A) either

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

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

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

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

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

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

         SECTION 4.2 Satisfaction, Discharge and Defeasance of Notes.

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

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

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

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

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

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

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

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

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

                                    ARTICLE V

                                    REMEDIES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         (e) Nothing herein contained shall be deemed to authorize the
Indenture Trustee to authorize or consent to or vote for or accept or adopt
on behalf of any Noteholder or of any Swap Counterparty any plan of
reorganization, arrangement, adjustment or composition affecting the Notes
or the Interest Rate Swap Agreements or the rights of any Noteholder or
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 Counterparties in respect
of which such judgment has been recovered.

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

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

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

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

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

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

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

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

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

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

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

                  (3)      the Indenture Trustee

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

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

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

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

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

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

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

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

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

                           (iii) third, to the Swap Counterparties, the
                  amount of the Net Swap Payments then due under the
                  Interest Rate Swap Agreements (exclusive of any Swap
                  Termination Payments), pro rata, based on the Net Swap
                  Payments due to each Swap Counterparty;

                           (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
                  Counterparties, (1) to Noteholders of the Class A Notes,
                  for amounts due and unpaid on the Class A Notes in
                  respect of interest, ratably, without preference or
                  priority of any kind, according to the amounts due and
                  payable by the Issuer to the Noteholders of the Class A
                  Notes for interest, the Accrued Class A Note Interest and
                  (2) to the Swap Counterparties, any Swap Termination
                  Payments, provided, that if any amounts are remaining
                  after such allocations are made, such amounts will be
                  allocated to the Swap Counterparties pro rata based on
                  the amount of their respective 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 Counterparties. A Noteholder or
Certificateholder or Swap Counterparty may submit a bid with respect to
such sale.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                 ARTICLE VI

                           THE INDENTURE TRUSTEE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         SECTION 6.13 Interest Rate Swap Provisions. (a) The Issuer has
entered into the Interest Rate Swap Agreements, each Agreement in a form
satisfactory to the Rating Agencies, to hedge the floating rate interest
expense on the Class A-2b Notes and the Class A-3b 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 any 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 Agreements). The aggregate
notional amount of the Interest Rate Swaps will be determined as follows:

                           (i) 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.

                           (ii) The notional amount of the Interest Rate
                  Swap hedging the interest expense on the Class A-3b Notes
                  will be initially equal to the principal amount of the
                  Class A-3b Notes on the Closing Date and will be reduced
                  by the amount of any principal payments on the Class A-3b
                  Notes.

         (b) On each Distribution Date, Net Swap Payments (other than Swap
Termination Payments) relating to the Interest Rate Swaps 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 each Swap
Counterparty and for collecting the Net Swap Receipts and any Swap
Termination Payments payable to the Issuer, as applicable, on each
Distribution Date.

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

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

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

         (g) Each Interest Rate Swap Agreement shall provide that a
termination event will occur thereunder if (a) the long-term rating of the
Swap Counterparty is downgraded below a rating of "Aa3" by Moody's or "AA-"
by Fitch, or is suspended or withdrawn by either Rating Agency, (b) the
short-term rating of the Swap Counterparty is downgraded below a rating of
"P-1" by Moody's or "A-1" by S&P, or is suspended or withdrawn by such
Rating Agency, or (c) 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 downgrade, 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 such
Interest Rate Swap Agreement, (ii) assign its rights and obligations under
such 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 May 15, beginning with
May 15, 2002, the Indenture Trustee shall mail to each Noteholder as
required by TIA Section 313(c) a brief report dated as of such date that
complies with TIA Section 313(a). The Indenture Trustee also shall comply
with TIA Section 313(b).

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

                                ARTICLE VIII

                    ACCOUNTS, DISBURSEMENTS AND RELEASES

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

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

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

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

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

                           (ii) second, to the Swap Counterparties, the Net
                  Swap Payments (if any), pro rata, based on the Net Swap
                  Payments due to each 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
                  Counterparties,

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

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

                  provided, that, if any amounts allocable to the Class A
                  Notes are not needed to pay interest due on such Notes,
                  such amounts shall be applied to pay the portion, if any,
                  of any Swap Termination Payments 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
                  Distribution Date.

Notwithstanding any other provision of this Article VIII, and subject to
Section 5.4(b), (A) following the occurrence and during the continuation of
an Event of Default specified in Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v)
which has resulted in an acceleration of the Notes (or following the
occurrence of any such event after an Event of Default specified in Section
5.1(iii) has occurred and the Notes have been accelerated), the Servicer
shall instruct the Indenture Trustee to transfer the funds on deposit in
the Collection Account remaining after the application of clauses (i), (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 Distribution Date, the Indenture Trustee (based on the
information contained in the Servicer's Certificate delivered on or before
the related Determination Date pursuant to Section 3.9 of the Sale and
Servicing Agreement) shall withdraw the funds on deposit in the Principal
Distribution Account with respect to the Collection Period preceding such
Distribution Date and make distributions and payments in the following
order of priority:

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

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

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

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

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

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

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

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

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

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

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

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

         (b) The Indenture Trustee shall, at such time as there are no
Notes Outstanding and all sums due the Indenture Trustee pursuant to
Section 6.7 have been paid in full and all amounts (including Swap
Termination Payments) owing under each Interest Rate Swap Agreement have
been paid in full, release any remaining portion of the Indenture Trust
Estate that secured the Issuer's obligations under the Notes and the
Interest Rate Swap Agreements from the lien of this Indenture and release
to the Issuer or any other Person entitled thereto any funds then on
deposit in the Trust Accounts. The Indenture Trustee shall release property
from the lien of this Indenture pursuant to this Section 8.4(b) only upon
receipt of an Issuer Request accompanied by confirmation that all amounts
owing by the Issuer under each 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 each Swap
Counterparty, by its acceptance of the terms of this Indenture and the
related Interest Rate Swap Agreements, 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 any Swap Counterparty under the
                  related Interest Rate Swap Agreement or modify or impair
                  the ability of the Issuer to fully perform any of its
                  obligations under any Interest Rate Swap Agreement;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         Promptly after the execution by the Issuer and the Indenture
Trustee of any supplemental indenture pursuant to this Section 9.2, the
Indenture Trustee shall mail to 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 Counterparties shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.

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

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

                                 ARTICLE X

                            REDEMPTION OF NOTES

         SECTION 10.1 Redemption. The Class A Notes, the Class B Notes and
the Class C Notes are subject to redemption in whole, but not in part, at
the direction of the Servicer pursuant to Section 9.1 of the Sale and
Servicing Agreement, on any Distribution Date on which the Servicer
exercises its option to purchase the assets of the Issuer pursuant to such
Section 9.1, and the amount paid by the Servicer shall be treated as
collections of Receivables and applied to pay the unpaid principal amount
of the Notes and the Aggregate Certificate Balance of the Class D
Certificates plus accrued and unpaid interest thereon. 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 Redemption Price
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 the Class C
Notes shall be due and payable on the Redemption Date.

         SECTION 10.2 Form of Redemption Notice. 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, but
not later than thirty (30) days prior to the applicable Redemption Date, to
each Noteholder as of the close of business on the Record Date preceding
the applicable Redemption Date, at such Noteholder's address or facsimile
number appearing in the Note Register.

         All notices of redemption shall state:

                           (i) the Redemption Date;

                           (ii) the Redemption Price;

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

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

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

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

                                 ARTICLE XI

                               MISCELLANEOUS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         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-B, in care of The Bank of New York, 5
                  Penn Plaza, 16th Floor New York, New York 10001,
                  Attention: Asset-Backed Finance Unit, with a copy to the
                  Administrator at Ford Motor Company, World Headquarters,
                  Office of the General Counsel, One American Road, Suite
                  1034-A1, Dearborn, Michigan 48121, attention of the
                  Secretary, or at any other address previously furnished
                  in writing to the Indenture Trustee by the Issuer or the
                  Administrator. The Issuer shall promptly transmit any
                  notice received by it from the Noteholders to the
                  Indenture Trustee.

         Notices required to be given to the Rating Agencies by the Issuer,
the Indenture Trustee or the Owner Trustee shall be in writing, personally
delivered, telecopied or mailed by certified mail, return receipt
requested, to (i) in the case of Moody's, at the following address: Moody's
Investors Service, Inc., ABS Monitoring Department, 99 Church Street, New
York, New York 10007, (ii) in case of Standard & Poor's, at the following
address: Standard & Poor's Ratings Services, 55 Water Street, 40th Floor,
New York, New York 10041, Attention: Asset Backed Surveillance Department,
(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: Credit Suisse First Boston
International, One Cabot Square, London E14 4QJ, England.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         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-B

                                 By:  THE BANK OF NEW YORK,
                                      not in its individual capacity but solely
                                      as Owner Trustee of Ford Credit Auto
                                      Owner Trust 2002-B


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


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


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


<PAGE>
                                                                EXHIBIT A-1

                           FORM OF CLASS A-1 NOTE

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

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

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


REGISTERED                                                      $700,000,000


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



                    FORD CREDIT AUTO OWNER TRUST 2002-B

                     CLASS A-1 2.01% ASSET BACKED NOTES

         Ford Credit Auto Owner Trust 2002-B, 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 SEVEN HUNDRED MILLION DOLLARS
payable on each Distribution Date in an amount equal to the aggregate
amount, if any, payable to Noteholders of Class A-1 Notes on such
Distribution Date from the Principal Distribution Account in respect of
principal on the Class A-1 Notes pursuant to Section 3.1 of the Indenture
dated as of March 1, 2002 (as from time to time amended, supplemented or
otherwise modified and in effect, the "Indenture"), between the Issuer and
JPMorgan Chase Bank, a New York corporation, as Indenture Trustee (in such
capacity the "Indenture Trustee"); provided, however, that the entire
unpaid principal amount of this Note shall be due and payable on the
December 2002 Distribution Date (the "Class A-1 Final Scheduled
Distribution Date"). Capitalized terms used but not defined herein are
defined in Article I of the Indenture, which also contains rules as to
construction that shall be applicable herein.

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

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

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

         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.


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

Date: March 27, 2002

                                 FORD CREDIT AUTO OWNER TRUST 2002-B

                                 By:  THE BANK OF NEW YORK,
                                      not in its individual capacity but solely
                                      as Owner Trustee of Ford Credit Auto
                                      Owner Trust 2002-B


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


                  TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date: March 27, 2002

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


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


                              REVERSE OF NOTE

                  This Note is one of a duly authorized issue of Notes of
the Issuer, designated as its Class A-1 2.01% Asset Backed Notes (the
"Class A-1 Notes"), which, together with the Issuer's Class A-2a 2.97%
Asset Backed Notes (the "Class A-2a Notes"), Class A-2b Floating Rate Asset
Backed Notes (the "Class A-2b Notes" and, together with the Class A-2a
Notes, the "Class A-2 Notes"), Class A-3a 4.14% Asset Backed Notes (the
"Class A-3a Notes"), Class A-3b Floating Rate Asset Backed Notes (the
"Class A-3b Notes" and, together with the Class A-3a Notes, the "Class A-3
Notes"), Class A-4 4.75% 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 5.18% Asset Backed Notes (the "Class B
Notes") and Class C 5.75% Asset Backed Notes (the "Class C Notes" and,
together with the Class A Notes and the Class B Notes, the "Notes"), are
issued under the Indenture, to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Noteholders. The Notes are subject to all terms of the
Indenture.

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

                  Principal of the Class A-1 Notes will be payable on each
Distribution Date in an amount described on the face hereof. "Distribution
Date" means the fifteenth day of each month, or, if any such day is not a
Business Day, the next succeeding Business Day, commencing in April 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 Distribution Date. Notwithstanding the foregoing, the
entire unpaid principal amount of the Notes shall be due and payable on the
date on which an Event of Default shall have occurred and be continuing and
the Indenture Trustee or the Noteholders of Notes evidencing not less than
a majority of the principal amount of the Class A Notes have declared the
Notes to be immediately due and payable in the manner provided in Section
5.2 of the Indenture. All principal payments on the Class A-1 Notes shall
be made pro rata to the Noteholders entitled thereto.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>
                                 ASSIGNMENT


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

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

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

_______________________________________________________________________________
                       (name and address of assignee)

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


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

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



-----------

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

<PAGE>
                                                               EXHIBIT A-2a

                          FORM OF CLASS A-2a NOTE

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

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


REGISTERED                                                       $515,050,000

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


                    FORD CREDIT AUTO OWNER TRUST 2002-B

                    CLASS A-2a 2.97% ASSET BACKED NOTES

                  Ford Credit Auto Owner Trust 2002-B, a business trust
organized and existing under the laws of the State of Delaware (herein
referred to as the "Issuer"), for value received, hereby promises to pay to
CEDE & CO., or registered assigns, the principal sum of FIVE HUNDRED
FIFTEEN MILLION FIFTY THOUSAND DOLLARS payable on each Distribution Date in
an amount equal to the aggregate amount, if any, payable to Noteholders of
Class A-2a Notes on such Distribution Date from the Principal Distribution
Account in respect of principal on the Class A-2a Notes pursuant to Section
3.1 of the Indenture dated as of March 1, 2002 (as from time to time
amended, supplemented or otherwise modified and in effect, the
"Indenture"), between the Issuer and JPMorgan Chase Bank, a New York
corporation, as Indenture Trustee (in such capacity the "Indenture
Trustee"); provided, however, that the entire unpaid principal amount of
this Note shall be due and payable on the earlier of the June 2004
Distribution Date (the "Class A-2a Final Scheduled Distribution 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 Distribution Date until the principal of this
Note is paid or made available for payment, on the principal amount of this
Note outstanding on the preceding Distribution Date (after giving effect to
all payments of principal made on the preceding Distribution Date), subject
to certain limitations contained in Section 3.1 of the Indenture. Interest
on this Note will accrue for each Distribution Date from and including the
fifteenth day of the calendar month immediately preceding such Distribution
Date (or, in the case of the initial Distribution Date, from the Closing
Date) to but excluding the fifteenth day of the following calendar month.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months. Such principal of and interest on this Note shall be paid in the
manner specified on the reverse hereof.

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

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

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


              REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.


<PAGE>

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

Date: March 27, 2002

                                 FORD CREDIT AUTO OWNER TRUST 2002-B

                                 By:   THE BANK OF NEW YORK,
                                       not in its individual capacity but
                                       solely as Owner Trustee of Ford Credit
                                       Auto Owner Trust 2002-B


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


                  TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date: March 27, 2002

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


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

<PAGE>
                              REVERSE OF NOTE

                  This Note is one of a duly authorized issue of Notes of
the Issuer, designated as its Class A-2a 2.97% Asset Backed Notes (the
"Class A-2a Notes"), which, together with the Issuer's Class A-1 2.01%
Asset Backed Notes (the "Class A-1 Notes"), Class A-2b Floating Rate Asset
Backed Notes (the "Class A-2b Notes" and, together with the Class A-2a
Notes, the "Class A-2 Notes"), Class A-3a 4.14% Asset Backed Notes (the
"Class A-3a Notes"), Class A-3b Floating Rate Asset Backed Notes (the
"Class A-3b Notes" and, together with the Class A-3a Notes, the "Class A-3
Notes"), Class A-4 4.75% 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 5.18% Asset Backed Notes (the "Class B
Notes") and Class C 5.75% Asset Backed Notes (the "Class C Notes" and,
together with the Class A Notes and the Class B Notes, the "Notes"), are
issued under the Indenture, to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Noteholders. The Notes are subject to all terms of the
Indenture.

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

                  Principal of the Class A-2a Notes will be payable on each
Distribution Date in an amount described on the face hereof. "Distribution
Date" means the fifteenth day of each month, or, if any such day is not a
Business Day, the next succeeding Business Day, commencing in April 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-2a Final Scheduled Distribution 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 Distribution
Date, together with the installment of principal, if any, to the extent not
in full payment of this Note, shall be made to the Person whose name
appears as the Registered Noteholder of the Note (or one or more
Predecessor Notes) on the Note Register as of the close of business on each
Record Date either by wire transfer in immediately available funds, to the
account of such Noteholder at a bank or other entity having appropriate
facilities therefor, if such Noteholder shall have provided to the Note
Registrar appropriate written instructions at least five (5) Business Days
prior to such Distribution Date and such Noteholder's Notes in the
aggregate evidence a denomination of not less than $1,000,000, or, if not,
by check mailed first-class postage prepaid to such Person's address as it
appears on the Note Register on such Record Date; provided that, unless
Definitive Notes have been issued to Note Owners, with respect to Notes
registered on the Record Date in the name of the nominee of the Clearing
Agency (initially, such nominee to be Cede & Co.), payments will be made by
wire transfer in immediately available funds to the account designated by
such nominee. Such payments will be made without requiring that this Note
be submitted for notation of payment. Any reduction in the principal amount
of this Note (or any one or more Predecessor Notes) effected by any
payments made on any Distribution Date shall be binding upon all future
Noteholders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not
noted hereon. If funds are expected to be available, as provided in the
Indenture, for payment in full of the then remaining unpaid principal
amount of this Note on a Distribution Date, then the Indenture Trustee, in
the name of and on behalf of the Issuer, will notify the Person who was the
Registered Noteholder hereof as of the Record Date preceding such
Distribution Date by notice mailed or transmitted by facsimile prior to
such Distribution Date, and the amount then due and payable shall be
payable only upon presentation and surrender of this Note at the Indenture
Trustee's principal Corporate Trust Office or at the office of the
Indenture Trustee's agent appointed for such purposes located in The City
of New York.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>
                                 ASSIGNMENT


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

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

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

_______________________________________________________________________________
                       (name and address of assignee)

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


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

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



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

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


<PAGE>

                                                               EXHIBIT A-2b

                          FORM OF CLASS A-2b NOTE

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

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


REGISTERED                                                       $574,834,000

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



                    FORD CREDIT AUTO OWNER TRUST 2002-B

                CLASS A-2b FLOATING RATE ASSET BACKED NOTES

                  Ford Credit Auto Owner Trust 2002-B, a business trust
organized and existing under the laws of the State of Delaware (herein
referred to as the "Issuer"), for value received, hereby promises to pay to
CEDE & CO., or registered assigns, the principal sum of FIVE HUNDRED
SEVENTY FOUR MILLION EIGHT HUNDRED THIRTY FOUR THOUSAND DOLLARS payable on
each Distribution Date in an amount equal to the aggregate amount, if any,
payable to Noteholders of Class A-2b Notes on such Distribution Date from
the Principal Distribution Account in respect of principal on the Class
A-2b Notes pursuant to Section 3.1 of the Indenture dated as of March 1,
2002 (as from time to time amended, supplemented or otherwise modified and
in effect, the "Indenture"), between the Issuer and JPMorgan Chase Bank, a
New York corporation, as Indenture Trustee (in such capacity the "Indenture
Trustee"); provided, however, that the entire unpaid principal amount of
this Note shall be due and payable on the earlier of the June 2004
Distribution Date (the "Class A-2b Final Scheduled Distribution 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
Distribution Date at a per annum rate equal to the London interbank offered
rate ("LIBOR") for one-month U.S. Dollar deposits in Europe (determined as
set forth in the Indenture) on the applicable LIBOR Determination Date, in
each case plus 0.05% on the principal amount of this Note outstanding on
the preceding Distribution Date, after giving effect to all payments of
principal made on the preceding Distribution Date (provided, however, that
interest shall accrue from the Closing Date to the initial Distribution
Date, and shall be payable on the initial Distribution Date, at a per annum
rate equal to 1.95000% 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 Distribution Date
from and including the preceding Distribution Date (or, in the case of the
initial Distribution Date, from and including the Closing Date) to but
excluding such Distribution Date. Interest will be computed on the basis of
actual days elapsed and a 360-day year. Such principal of and interest on
this Note shall be paid in the manner specified on the reverse 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.

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


              REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.


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

Date: March 27, 2002

                                 FORD CREDIT AUTO OWNER TRUST 2002-B

                                 By:  THE BANK OF NEW YORK,
                                      not in its individual capacity but
                                      solely as Owner Trustee of Ford
                                      Credit Auto Owner Trust 2002-B


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


                  TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date: March 27, 2002

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


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

<PAGE>




                              REVERSE OF NOTE

                  This Note is one of a duly authorized issue of Notes of
the Issuer, designated as its Class A-2b Floating Rate Asset Backed Notes
(the "Class A-2b Notes") which, together with the Issuer's Class A-1 2.01%
Asset Backed Notes (the "Class A-1 Notes"), Class A-2a 2.97% Asset Backed
Notes (the "Class A-2a Notes" and, together with the Class A-2b Notes, the
"Class A-2 Notes"), Class A-3a 4.14% Asset Backed Notes (the "Class A-3a
Notes"), Class A-3b Floating Rate Asset Backed Notes (the "Class A-3b
Notes" and, together with the Class A-3a Notes, the "Class A-3 Notes"),
Class A-4 4.75% 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 5.18% Asset Backed Notes (the "Class B Notes")
and Class C 5.75% Asset Backed Notes (the "Class C Notes" and, together
with the Class A Notes and the Class B Notes, the "Notes"), are issued
under the Indenture, to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights
and obligations thereunder of the Issuer, the Indenture Trustee and the
Noteholders. The Notes are subject to all terms of the Indenture.

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

                  Principal of the Class A-2b Notes will be payable on each
Distribution Date in an amount described on the face hereof. "Distribution
Date" means the fifteenth day of each month, or, if any such day is not a
Business Day, the next succeeding Business Day, commencing in April 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 Distribution Date or the Redemption Date, if
any, pursuant to Section 10.1 of the Indenture. Notwithstanding the
foregoing, the entire unpaid principal amount of the Notes shall be due and
payable on the date on which an Event of Default shall have occurred and be
continuing and the Indenture Trustee or the Noteholders of Notes evidencing
not less than a majority of the principal amount of the Class A Notes have
declared the Notes to be immediately due and payable in the manner provided
in Section 5.2 of the Indenture. All principal payments on the Class A-2b
Notes shall be made pro rata to the Noteholders entitled thereto.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>
                                 ASSIGNMENT


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

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

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

______________________________________________________________________________
                       (name and address of assignee)

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


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

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


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

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


<PAGE>
                                                               EXHIBIT A-3a

                          FORM OF CLASS A-3a NOTE

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

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


REGISTERED                                                       $388,858,000

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



                    FORD CREDIT AUTO OWNER TRUST 2002-B

                    CLASS A-3a 4.14% ASSET BACKED NOTES

                  Ford Credit Auto Owner Trust 2002-B, 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
EIGHTY EIGHT MILLION EIGHT HUNDRED FIFTY EIGHT THOUSAND DOLLARS payable on
each Distribution Date in an amount equal to the aggregate amount, if any,
payable to Noteholders of Class A-3a Notes on such Distribution Date from
the Principal Distribution Account in respect of principal on the Class
A-3a Notes pursuant to Section 3.1 of the Indenture dated as of March 1,
2002 (as from time to time amended, supplemented or otherwise modified and
in effect, the "Indenture"), between the Issuer and JPMorgan Chase Bank, a
New York corporation, as Indenture Trustee (in such capacity the "Indenture
Trustee"); provided, however, that the entire unpaid principal amount of
this Note shall be due and payable on the earlier of the December 2005
Distribution Date (the "Class A-3a Final Scheduled Distribution 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 Distribution Date until the principal of this
Note is paid or made available for payment, on the principal amount of this
Note outstanding on the preceding Distribution Date (after giving effect to
all payments of principal made on the preceding Distribution Date), subject
to certain limitations contained in Section 3.1 of the Indenture. Interest
on this Note will accrue for each Distribution Date from and including the
fifteenth day of the calendar month immediately preceding such Distribution
Date (or, in the case of the initial Distribution Date, from the Closing
Date) to but excluding the fifteenth day of the following calendar month.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months. Such principal of and interest on this Note shall be paid in the
manner specified on the reverse hereof.

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

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

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


              REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.

<PAGE>

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

Date: March 27, 2002

                                 FORD CREDIT AUTO OWNER TRUST 2002-B

                                 By:  THE BANK OF NEW YORK,
                                      not in its individual capacity but
                                      solely as Owner Trustee of Ford
                                      Credit Auto Owner Trust 2002-B


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


                  TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date: March 27, 2002

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


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


<PAGE>
                              REVERSE OF NOTE

                  This Note is one of a duly authorized issue of Notes of
the Issuer, designated as its Class A-3a 4.14% Asset Backed Notes (the
"Class A-3a Notes"), which, together with the Issuer's Class A-1 2.01%
Asset Backed Notes (the "Class A-1 Notes"), Class A-2a 2.97% Asset Backed
Notes (the "Class A-2a Notes"), Class A-2b Floating Rate Asset Backed Notes
(the "Class A-2b Notes" and, together with the Class A-2a Notes, the "Class
A-2 Notes"), Class A-3b Floating Rate Asset Backed Notes (the "Class A-3b
Notes" and, together with the Class A-3a Notes, the "Class A-3 Notes"),
Class A-4 4.75% 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 5.18% Asset Backed Notes (the "Class B Notes")
and Class C 5.75% Asset Backed Notes (the "Class C Notes" and, together
with the Class A Notes and the Class B Notes, the "Notes"), are issued
under the Indenture, to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights
and obligations thereunder of the Issuer, the Indenture Trustee and the
Noteholders. The Notes are subject to all terms of the Indenture.

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

                  Principal of the Class A-3a Notes will be payable on each
Distribution Date in an amount described on the face hereof. "Distribution
Date" means the fifteenth day of each month, or, if any such day is not a
Business Day, the next succeeding Business Day, commencing in April 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-3a Final Scheduled Distribution Date or the Redemption Date, if
any, pursuant to Section 10.1 of the Indenture. Notwithstanding the
foregoing, the entire unpaid principal amount of the Notes shall be due and
payable on the date on which an Event of Default shall have occurred and be
continuing and the Indenture Trustee or the Noteholders of Notes evidencing
not less than a majority of the principal amount of the Class A Notes have
declared the Notes to be immediately due and payable in the manner provided
in Section 5.2 of the Indenture. All principal payments on the Class A-3a
Notes shall be made pro rata to the Noteholders entitled thereto.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>
                                 ASSIGNMENT


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

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

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

_______________________________________________________________________________
                       (name and address of assignee)

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


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

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



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

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


<PAGE>

                                                               EXHIBIT A-3b

                          FORM OF CLASS A-3b NOTE

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

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


REGISTERED                                                     $776,000,000

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



                    FORD CREDIT AUTO OWNER TRUST 2002-B

                CLASS A-3b FLOATING RATE ASSET BACKED NOTES

                  Ford Credit Auto Owner Trust 2002-B, 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 SEVEN HUNDRED
SEVENTY SIX MILLION DOLLARS payable on each Distribution Date in an amount
equal to the aggregate amount, if any, payable to Noteholders of Class A-3b
Notes on such Distribution Date from the Principal Distribution Account in
respect of principal on the Class A-3b Notes pursuant to Section
3.1 of the Indenture dated as of March 1, 2002 (as from time to time
amended, supplemented or otherwise modified and in effect, the
"Indenture"), between the Issuer and JPMorgan Chase Bank, a New York
corporation, as Indenture Trustee (in such capacity the "Indenture
Trustee"); provided, however, that the entire unpaid principal amount of
this Note shall be due and payable on the earlier of the December 2005
Distribution Date (the "Class A-3b Final Scheduled Distribution 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
Distribution 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 0.06% on the principal amount of this Note outstanding on
the preceding Distribution Date, after giving effect to all payments of
principal made on the preceding Distribution Date (provided, however, that
interest shall accrue from the Closing Date to the initial Distribution
Date, and shall be payable on the initial Distribution Date, at a per annum
rate equal to 1.96000% 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 Distribution Date
from and including the preceding Distribution Date (or, in the case of the
initial Distribution Date, from and including the Closing Date) to but
excluding such Distribution Date. Interest will be computed on the basis of
actual days elapsed and a 360-day year. Such principal of and interest on
this Note shall be paid in the manner specified on the reverse 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.

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


              REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.

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

Date: March 27, 2002

                                 FORD CREDIT AUTO OWNER TRUST 2002-B

                                 By:  THE BANK OF NEW YORK,
                                      not in its individual capacity but
                                      solely as Owner Trustee of Ford
                                      Credit Auto Owner Trust 2002-B



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


                  TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date: March 27, 2002

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


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


<PAGE>
                              REVERSE OF NOTE

                  This Note is one of a duly authorized issue of Notes of
the Issuer, designated as its Class A-3b Floating Rate Asset Backed Notes
(the "Class A-3b Notes"), which, together with the Issuer's Class A-1 2.01%
Asset Backed Notes (the "Class A-1 Notes"), Class A-2a 2.97% Asset Backed
Notes (the "Class A-2a Notes"), Class A-2b Floating Rate Asset Backed Notes
(the "Class A-2b Notes" and, together with the Class A-2a Notes, the "Class
A-2 Notes"), Class A-3a 4.14% Asset Backed Notes (the "Class A-3a Notes"
and, together with the Class A-3b Notes, the "Class A-3 Notes"), Class A-4
4.75% 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 5.18% Asset Backed Notes (the "Class B Notes") and Class C
5.75% Asset Backed Notes (the "Class C Notes" and, together with the Class
A Notes and the Class B Notes, the "Notes"), are issued under the
Indenture, to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the
Noteholders. The Notes are subject to all terms of the Indenture.

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

                  Principal of the Class A-3b Notes will be payable on each
Distribution Date in an amount described on the face hereof. "Distribution
Date" means the fifteenth day of each month, or, if any such day is not a
Business Day, the next succeeding Business Day, commencing in April 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-3b Final Scheduled Distribution Date or the Redemption Date, if
any, pursuant to Section 10.1 of the Indenture. Notwithstanding the
foregoing, the entire unpaid principal amount of the Notes shall be due and
payable on the date on which an Event of Default shall have occurred and be
continuing and the Indenture Trustee or the Noteholders of Notes evidencing
not less than a majority of the principal amount of the Class A Notes have
declared the Notes to be immediately due and payable in the manner provided
in Section 5.2 of the Indenture. All principal payments on the Class A-3b
Notes shall be made pro rata to the Noteholders entitled thereto.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


<PAGE>
                                 ASSIGNMENT


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

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

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

_______________________________________________________________________________
                       (name and address of assignee)

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


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

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



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

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


<PAGE>
                                                                EXHIBIT A-4

                           FORM OF CLASS A-4 NOTE

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

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


REGISTERED                                                      $393,322,000
No. R-1                                                CUSIP NO. 34527R HJ 5



                    FORD CREDIT AUTO OWNER TRUST 2002-B

                     CLASS A-4 4.75% ASSET BACKED NOTES

                  Ford Credit Auto Owner Trust 2002-B, 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 THREE MILLION THREE HUNDRED TWENTY TWO THOUSAND DOLLARS payable on
each Distribution Date in an amount equal to the aggregate amount, if any,
payable to Noteholders of Class A-4 Notes on such Distribution Date from
the Principal Distribution Account in respect of principal on the Class A-4
Notes pursuant to Section 3.1 of the Indenture dated as of March 1,
2002 (as from time to time amended, supplemented or otherwise modified and
in effect, the "Indenture"), between the Issuer and JPMorgan Chase Bank, a
New York corporation, as Indenture Trustee (in such capacity the "Indenture
Trustee"); provided, however, that the entire unpaid principal amount of
this Note shall be due and payable on the earlier of the August 2006
Distribution Date (the "Class A-4 Final Scheduled Distribution 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 Distribution Date until the principal of this
Note is paid or made available for payment, on the principal amount of this
Note outstanding on the preceding Distribution Date (after giving effect to
all payments of principal made on the preceding Distribution Date), subject
to certain limitations contained in Section 3.1 of the Indenture. Interest
on this Note will accrue for each Distribution Date from and including the
fifteenth day of the calendar month immediately preceding such Distribution
Date (or, in the case of the initial Distribution Date, from the Closing
Date) to but excluding the fifteenth day of the following calendar month.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months. Such principal of and interest on this Note shall be paid in the
manner specified on the reverse hereof.

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

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

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


              REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.

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

Date: March 27, 2002

                                 FORD CREDIT AUTO OWNER TRUST 2002-B

                                 By:  THE BANK OF NEW YORK,
                                      not in its individual capacity but
                                      solely as Owner Trustee of Ford
                                      Credit Auto Owner Trust 2002-B


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


                  TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date: March 27, 2002

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


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

<PAGE>
                              REVERSE OF NOTE

                  This Note is one of a duly authorized issue of Notes of
the Issuer, designated as its Class A-4 4.75% Asset Backed Notes (the
"Class A-4 Notes"), which, together with the Issuer's Class A-1 2.01% Asset
Backed Notes (the "Class A-1 Notes"), Class A-2a 2.97% Asset Backed Notes
(the "Class A-2a Notes"), Class A-2b Floating Rate Asset Backed Notes (the
"Class A-2b Notes" and, together with the Class A-2a Notes, the "Class A-2
Notes"), Class A-3a 4.14% Asset Backed Notes (the "Class A-3a Notes"),
Class A-3b Floating Rate Asset Backed Notes (the "Class A-3b Notes" and,
together with the Class A-3a Notes, the "Class A-3 Notes" 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 5.18% Asset Backed Notes
(the "Class B Notes") and Class C 5.75% Asset Backed Notes (the "Class C
Notes" and, together with the Class A Notes and the Class B Notes, the
"Notes"), are issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of
the respective rights and obligations thereunder of the Issuer, the
Indenture Trustee and the Noteholders. The Notes are subject to all terms
of the Indenture.

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

                  Principal of the Class A-4 Notes will be payable on each
Distribution Date in an amount described on the face hereof. "Distribution
Date" means the fifteenth day of each month, or, if any such day is not a
Business Day, the next succeeding Business Day, commencing in April 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 Distribution 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 Distribution
Date, together with the installment of principal, if any, to the extent not
in full payment of this Note, shall be made to the Person whose name
appears as the Registered Noteholder of the Note (or one or more
Predecessor Notes) on the Note Register as of the close of business on each
Record Date either by wire transfer in immediately available funds, to the
account of such Noteholder at a bank or other entity having appropriate
facilities therefor, if such Noteholder shall have provided to the Note
Registrar appropriate written instructions at least five (5) Business Days
prior to such Distribution Date and such Noteholder's Notes in the
aggregate evidence a denomination of not less than $1,000,000, or, if not,
by check mailed first-class postage prepaid to such Person's address as it
appears on the Note Register on such Record Date; provided that, unless
Definitive Notes have been issued to Note Owners, with respect to Notes
registered on the Record Date in the name of the nominee of the Clearing
Agency (initially, such nominee to be Cede & Co.), payments will be made by
wire transfer in immediately available funds to the account designated by
such nominee. Such payments will be made without requiring that this Note
be submitted for notation of payment. Any reduction in the principal amount
of this Note (or any one or more Predecessor Notes) effected by any
payments made on any Distribution Date shall be binding upon all future
Noteholders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not
noted hereon. If funds are expected to be available, as provided in the
Indenture, for payment in full of the then remaining unpaid principal
amount of this Note on a Distribution Date, then the Indenture Trustee, in
the name of and on behalf of the Issuer, will notify the Person who was the
Registered Noteholder hereof as of the Record Date preceding such
Distribution Date by notice mailed or transmitted by facsimile prior to
such Distribution Date, and the amount then due and payable shall be
payable only upon presentation and surrender of this Note at the Indenture
Trustee's principal Corporate Trust Office or at the office of the
Indenture Trustee's agent appointed for such purposes located in The City
of New York.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>
                                 ASSIGNMENT


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

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

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

_______________________________________________________________________________
                       (name and address of assignee)

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


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

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



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

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


<PAGE>
                                                                  EXHIBIT B

                            FORM OF CLASS B NOTE


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

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


REGISTERED                                                        $105,728,000

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


                    FORD CREDIT AUTO OWNER TRUST 2002-B

                      CLASS B 5.18% ASSET BACKED NOTES

                  Ford Credit Auto Owner Trust 2002-B, a business trust
organized and existing under the laws of the State of Delaware (herein
referred to as the "Issuer"), for value received, hereby promises to pay to
CEDE & CO., or registered assigns, the principal sum of ONE HUNDRED FIVE
MILLION SEVEN HUNDRED TWENTY EIGHT THOUSAND DOLLARS payable on each
Distribution Date in an amount equal to the aggregate amount, if any,
payable to Noteholders of Class B Notes on such Distribution Date from the
Principal Distribution Account in respect of principal on the Class B Notes
pursuant to Section 3.1 of the Indenture dated as of March 1, 2002 (as from
time to time amended, supplemented or otherwise modified and in effect, the
"Indenture"), between the Issuer and JPMorgan Chase Bank, a New York
corporation, as Indenture Trustee (in such capacity the "Indenture
Trustee"); provided, however, that the entire unpaid principal amount of
this Note shall be due and payable on the earlier of the October 2006
Distribution Date (the "Class B Final Scheduled Distribution 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 Distribution Date until the principal of this
Note is paid or made available for payment, on the principal amount of this
Note outstanding on the preceding Distribution Date (after giving effect to
all payments of principal made on the preceding Distribution Date), subject
to certain limitations contained in Section 3.1 of the Indenture. Interest
on this Note will accrue for each Distribution Date from and including the
fifteenth day of the calendar month immediately preceding such Distribution
Date (or, in the case of the initial Distribution Date, from the Closing
Date) to but excluding the fifteenth day of the following calendar month.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months. Such principal of and interest on this Note shall be paid in the
manner specified on the reverse hereof.

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

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

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


              REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.

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

Date: March 27, 2002

                                 FORD CREDIT AUTO OWNER TRUST 2002-B

                                 By:   THE BANK OF NEW YORK,
                                       not in its individual capacity but
                                       solely as Owner Trustee of Ford
                                       Credit Auto Owner Trust 2002-B


                                 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: March 27, 2002

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


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


<PAGE>

                              REVERSE OF NOTE

                  This Note is one of a duly authorized issue of Notes of
the Issuer, designated as its Class B 5.18% Asset Backed Notes (the "Class
B Notes"), which, together with the Issuer's Class A-1 2.01% Asset Backed
Notes (the "Class A-1 Notes"), Class A-2a 2.97% Asset Backed Notes (the
"Class A-2a Notes"), Class A-2b Floating Rate Asset Backed Notes (the
"Class A-2b Notes" and, together with the Class A-2a Notes, the "Class A-2
Notes"), Class A-3a 4.14% Asset Backed Notes (the "Class A-3a Notes"),
Class A-3b Floating Rate Asset Backed Notes (the "Class A-3b Notes" and,
together with the Class A-3a Notes, the "Class A-3 Notes"), Class A-4 4.75%
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 5.75% 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 Counterparties pursuant to
the Interest Rate Swap Agreements as and to the extent provided in the
Indenture.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>
                                 ASSIGNMENT


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

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

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

_______________________________________________________________________________
                       (name and address of assignee)

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


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

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



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

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



<PAGE>
                                                                  EXHIBIT C

                            FORM OF CLASS C NOTE


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

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


REGISTERED                                                    $70,486,000

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

                    FORD CREDIT AUTO OWNER TRUST 2002-B

                      CLASS C 5.75% ASSET BACKED NOTES

                  Ford Credit Auto Owner Trust 2002-B, a business trust
organized and existing under the laws of the State of Delaware (herein
referred to as the "Issuer"), for value received, hereby promises to pay to
CEDE & CO., or registered assigns, the principal sum of SEVENTY MILLION
FOUR HUNDRED EIGHTY SIX THOUSAND DOLLARS payable on each Distribution Date
in an amount equal to the aggregate amount, if any, payable to Noteholders
of Class C Notes on such Distribution Date from the Principal Distribution
Account in respect of principal on the Class C Notes pursuant to Section
3.1 of the Indenture dated as of March 1, 2002 (as from time to time
amended, supplemented or otherwise modified and in effect, the
"Indenture"), between the Issuer and JPMorgan Chase Bank, a New York
corporation, as Indenture Trustee (in such capacity the "Indenture
Trustee"); provided, however, that the entire unpaid principal amount of
this Note shall be due and payable on the earlier of the December 2006
Distribution Date (the "Class C Final Scheduled Distribution 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 Distribution Date until the principal of this
Note is paid or made available for payment, on the principal amount of this
Note outstanding on the preceding Distribution Date (after giving effect to
all payments of principal made on the preceding Distribution Date), subject
to certain limitations contained in Section 3.1 of the Indenture. Interest
on this Note will accrue for each Distribution Date from and including the
fifteenth day of the calendar month immediately preceding such Distribution
Date (or, in the case of the initial Distribution Date, from the Closing
Date) to but excluding the fifteenth day of the following calendar month.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months. Such principal of and interest on this Note shall be paid in the
manner specified on the reverse hereof.

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

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

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


              REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.

<PAGE>

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

Date: March 27, 2002

                                 FORD CREDIT AUTO OWNER TRUST 2002-B

                                 By:   THE BANK OF NEW YORK,
                                      not in its individual capacity but
                                      solely as Owner Trustee of Ford
                                      Credit Auto Owner Trust 2002-B


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


                  TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date: March 27, 2002

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


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


<PAGE>
                              REVERSE OF NOTE

                  This Note is one of a duly authorized issue of Notes of
the Issuer, designated as its Class C 5.75% Asset Backed Notes (the "Class
C Notes"), which, together with the Issuer's Class A-1 2.01% Asset Backed
Notes (the "Class A-1 Notes"), Class A-2a 2.97% Asset Backed Notes (the
"Class A-2a Notes"), Class A-2b Floating Rate Asset Backed Notes (the
"Class A-2b Notes" and, together with the Class A-2a Notes, the "Class A-2
Notes"), Class A-3a 4.14% Asset Backed Notes (the "Class A-3a Notes"),
Class A-3b Floating Rate Asset Backed Notes (the "Class A-3b Notes" and,
together with the Class A-3a Notes, the "Class A-3 Notes"), Class A-4 4.75%
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 5.18% 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
Counterparties pursuant to the Interest Rate Swap Agreements as and to the
extent provided in the Indenture.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>
                                 ASSIGNMENT


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

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

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

______________________________________________________________________________
                       (name and address of assignee)

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


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

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



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

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

<PAGE>

                                                                  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


                                 See Tab 14