Exhibit 4.1





                                    INDENTURE


                                     between


                      FORD CREDIT AUTO OWNER TRUST 2001-A,

                                    as Issuer


                                       and


                            THE CHASE MANHATTAN BANK,

                              as Indenture Trustee


                           Dated as of January 1, 2001










<PAGE>


                                              CROSS REFERENCE TABLE

<TABLE>
<CAPTION>

<S>                                                                                             <C>
  TIA                                                                                       Indenture
Section                                                                                      Section

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

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

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

2        N.A. means Not Applicable.

</TABLE>


<PAGE>


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

<S>                                                                                                <C>
                                    ARTICLE I

DEFINITIONS, USAGE AND INCORPORATION BY REFERENCE...................................................4
SECTION 1.1  Definitions and Usage..................................................................4
SECTION 1.2  Incorporation by Reference of Trust Indenture Act......................................4

                                   ARTICLE II

THE NOTES...........................................................................................5
SECTION 2.1  Form...................................................................................5
SECTION 2.2  Execution, Authentication and Delivery.................................................5
SECTION 2.3  Temporary Notes........................................................................6
SECTION 2.4  Tax Treatment..........................................................................7
SECTION 2.5  Registration; Registration of Transfer and Exchange....................................7
SECTION 2.6  Mutilated, Destroyed, Lost or Stolen Notes.............................................9
SECTION 2.7  Persons Deemed Owners.................................................................10
SECTION 2.8  Payment of Principal and Interest; Defaulted Interest.................................10
SECTION 2.9  Cancellation..........................................................................11
SECTION 2.10  Release of Collateral................................................................12
SECTION 2.11  Book-Entry Notes.....................................................................12
SECTION 2.12  Notices to Clearing Agency...........................................................13
SECTION 2.13  Definitive Notes.....................................................................13
SECTION 2.14  Authenticating Agents................................................................14

                                   ARTICLE III

COVENANTS..........................................................................................16
SECTION 3.1  Payment of Principal and Interest.....................................................16
SECTION 3.2  Maintenance of Office or Agency.......................................................16
SECTION 3.3  Money for Payments To Be Held in Trust................................................16
SECTION 3.4  Existence.............................................................................18
SECTION 3.5  Protection of Indenture Trust Estate..................................................18
SECTION 3.6  Opinions as to Indenture Trust Estate.................................................19
SECTION 3.7  Performance of Obligations; Servicing of Receivables..................................20
SECTION 3.8  Negative Covenants....................................................................22
SECTION 3.9  Annual Statement as to Compliance.....................................................23
SECTION 3.10  Issuer May Consolidate, etc., Only on Certain Terms..................................23
SECTION 3.11  Successor or Transferee..............................................................26
SECTION 3.12  No Other Business....................................................................26
SECTION 3.13  No Borrowing.........................................................................26
SECTION 3.14  Servicer's Obligations...............................................................26
SECTION 3.15  Guarantees, Loans, Advances and Other Liabilities....................................26
SECTION 3.16  Capital Expenditures.................................................................26
SECTION 3.17  Further Instruments and Acts.........................................................27
SECTION 3.18  Restricted Payments..................................................................27
SECTION 3.19  Notice of Events of Default..........................................................27
SECTION 3.20  Removal of Administrator.............................................................27
SECTION 3.21  Calculation Agent....................................................................27

                                   ARTICLE IV

SATISFACTION AND DISCHARGE.........................................................................29
SECTION 4.1  Satisfaction and Discharge of  Indenture..............................................29
SECTION 4.2  Satisfaction, Discharge and Defeasance of Notes.......................................30
SECTION 4.3  Application of Trust Money............................................................32
SECTION 4.4  Repayment of Monies Held by Note Paying Agent.........................................32

                                    ARTICLE V

REMEDIES...........................................................................................33
SECTION 5.1  Events of Default.....................................................................33
SECTION 5.2  Acceleration of Maturity; Rescission and Annulment....................................34
SECTION 5.3  Collection of Indebtedness and Suits for Enforcement by Indenture Trustee.............35
SECTION 5.4  Remedies; Priorities..................................................................38
SECTION 5.5  Optional Preservation of the Receivables..............................................42
SECTION 5.6  Limitation of Suits...................................................................43
SECTION 5.7  Unconditional Rights of Noteholders To Receive Principal and Interest.................44
SECTION 5.8  Restoration of Rights and Remedies....................................................44
SECTION 5.9  Rights and Remedies Cumulative........................................................44
SECTION 5.10  Delay or Omission Not a Waiver.......................................................44
SECTION 5.11  Control by Controlling Note Class of Noteholders.....................................45
SECTION 5.12  Waiver of Past Defaults..............................................................45
SECTION 5.13  Undertaking for Costs................................................................46
SECTION 5.14  Waiver of Stay or Extension Laws.....................................................46
SECTION 5.15  Action on Notes......................................................................47
SECTION 5.16  Performance and Enforcement of Certain Obligations...................................47

                                   ARTICLE VI

THE INDENTURE TRUSTEE..............................................................................49
SECTION 6.1  Duties of Indenture Trustee...........................................................49
SECTION 6.2  Rights of Indenture Trustee...........................................................50
SECTION 6.3  Individual Rights of Indenture Trustee................................................51
SECTION 6.4  Indenture Trustee's Disclaimer........................................................51
SECTION 6.5  Notice of Defaults. ..................................................................52
SECTION 6.6  Reports by Indenture Trustee to Noteholders...........................................52
SECTION 6.7  Compensation and Indemnity............................................................52
SECTION 6.8  Replacement of Indenture Trustee......................................................53
SECTION 6.9  Successor Indenture Trustee by Merger.................................................54
SECTION 6.10  Appointment of Co-Indenture Trustee or Separate Indenture Trustee....................55
SECTION 6.11  Eligibility; Disqualification........................................................56
SECTION 6.12  Preferential Collection of Claims Against Issuer.....................................57
SECTION 6.13  Interest Rate Swap Provisions........................................................57

                                   ARTICLE VII

NOTEHOLDERS' LISTS AND REPORTS.....................................................................60
SECTION 7.1  Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders................60
SECTION 7.2  Preservation of Information; Communications to Noteholders............................60
SECTION 7.3  Reports by Issuer.....................................................................60
SECTION 7.4  Reports by Indenture Trustee..........................................................61

                                  ARTICLE VIII

ACCOUNTS, DISBURSEMENTS AND RELEASES...............................................................62
SECTION 8.1  Collection of Money...................................................................62
SECTION 8.2  Trust Accounts and Payahead Account...................................................62
SECTION 8.3  General Provisions Regarding Accounts.................................................66
SECTION 8.4  Release of Indenture Trust Estate.....................................................68
SECTION 8.5  Opinion of Counsel....................................................................68

                                   ARTICLE IX

SUPPLEMENTAL INDENTURES............................................................................70
SECTION 9.1  Supplemental Indentures Without Consent of Noteholders................................70
SECTION 9.2   Supplemental Indentures with Consent of Noteholders..................................72
SECTION 9.3  Execution of Supplemental Indentures..................................................74
SECTION 9.4  Effect of Supplemental Indenture......................................................74
SECTION 9.5  Conformity with Trust Indenture Act...................................................75
SECTION 9.6  Reference in Notes to Supplemental Indentures.........................................75

                                    ARTICLE X

REDEMPTION OF NOTES................................................................................76
SECTION 10.1  Redemption...........................................................................76
SECTION 10.2  Form of Redemption Notice............................................................76
SECTION 10.3  Notes Payable on Redemption Date.....................................................77

                                   ARTICLE XI

MISCELLANEOUS......................................................................................78
SECTION 11.1  Compliance Certificates and Opinions, etc............................................78
SECTION 11.2  Form of Documents Delivered to Indenture Trustee.....................................80
SECTION 11.3  Acts of Noteholders..................................................................81
SECTION 11.4  Notices, etc., to Indenture Trustee, Issuer and Rating Agencies......................82
SECTION 11.5  Notices to Noteholders; Waiver.......................................................83
SECTION 11.6  Alternate Payment and Notice Provisions..............................................83
SECTION 11.7  Conflict with Trust Indenture Act....................................................84
SECTION 11.8  Effect of Headings and Table of Contents.............................................84
SECTION 11.9  Successors and Assigns...............................................................84
SECTION 11.10  Separability........................................................................84
SECTION 11.11  Benefits of Indenture...............................................................84
SECTION 11.12  Legal Holidays......................................................................84
SECTION 11.13  Governing Law.......................................................................85
SECTION 11.14  Counterparts........................................................................85
SECTION 11.15  Recording of Indenture..............................................................85
SECTION 11.16  Trust Obligation....................................................................85
SECTION 11.17  No Petition.........................................................................85
SECTION 11.18  Inspection..........................................................................86
EXHIBIT A-1
         FORM OF CLASS A-1 NOTE.................................................................A-1-1
EXHIBIT A-2
         FORM OF CLASS A-2 NOTE.................................................................A-2-1
EXHIBIT A-3
         FORM OF CLASS A-3 NOTE.................................................................A-3-1
EXHIBIT A-4
         FORM OF CLASS A-4 NOTE.................................................................A-4-1
EXHIBIT A-5
         FORM OF CLASS A-5 NOTE.................................................................A-5-1
EXHIBIT B
         FORM OF CLASS B NOTE.....................................................................B-1
EXHIBIT C
         FORM OF NOTE DEPOSITORY AGREEMENT........................................................C-1
SCHEDULE A
         Schedule of Receivables.................................................................SA-1
APPENDIX A
         Definitions and Usage...................................................................AA-1

</TABLE>

<PAGE>


this INDENTURE,  dated  as of  January  1,  2001,  (as  from  time to  time
amended, supplemented or otherwise modified and in effect, this "Indenture")
between FORD CREDIT AUTO OWNER TRUST 2001-A,  a Delaware  business trust, as
Issuer,  and THE CHASE MANHATTAN 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 5.776% Asset
Backed Notes (the "Class A-1  Notes"),  Class A-2 5.494% Asset Backed Notes (the
"Class A-2 Notes"),  Class A-3 5.35% Asset Backed Notes (the "Class A-3 Notes"),
Class A-4 Floating  Rate Asset  Backed Notes (the "Class A-4 Notes"),  Class A-5
Floating  Rate Asset Backed Notes (the "Class A-5 Notes" and,  together with the
Class A-1  Notes,  the Class  A-2  Notes,  the Class A-3 Notes and the Class A-4
Notes,  the "Class A Notes") and Class B 5.96% Asset  Backed Notes (the "Class B
Notes"  and,  together  with  the  Class A  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.


<PAGE>



                                    ARTICLE I
               DEFINITIONS, USAGE AND INCORPORATION BY REFERENCE

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

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

                  "indenture securities" shall mean the Notes.

                  "indenture security holder" shall mean a Noteholder.

                  "indenture to be qualified" shall mean this Indenture.

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

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

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


<PAGE>



                                   ARTICLE II
                                   THE NOTES

                  SECTION  2.1 Form . (a) The  Class  A-1  Notes,  the Class A-2
Notes,  the Class A-3 Notes,  the Class A-4  Notes,  the Class A-5 Notes and the
Class  B  Notes,   together  with  the  Indenture   Trustee's   certificates  of
authentication,  shall be in  substantially  the form set forth in Exhibit  A-1,
Exhibit A-2, Exhibit A-3, Exhibit A-4, Exhibit A-5 and Exhibit B,  respectively,
with such appropriate insertions, omissions,  substitutions and other variations
as are  required or  permitted  by this  Indenture,  and may have such  letters,
numbers or other marks of identification and such legends or endorsements placed
thereon as may,  consistently  herewith, be determined by the officers executing
such Notes, as evidenced by their execution thereof.  Any portion of the text of
any Note may be set forth on the reverse thereof,  with an appropriate reference
thereto on the face of the Note.

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

                  (c) Each Note  shall be dated the date of its  authentication.
The terms of the Notes set forth in  Exhibit  A-1,  Exhibit  A-2,  Exhibit  A-3,
Exhibit A-4,  Exhibit A-5 and Exhibit B are part of the terms of this  Indenture
and are incorporated herein by reference.

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

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

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


                Class                                        Initial Aggregate
                                                              Principal Amount

           Class A-1 Notes                                     $    200,000,000

           Class A-2 Notes                                     $    385,000,000

           Class A-3 Notes                                     $  1,190,000,000

           Class A-4 Notes                                     $    800,000,000

           Class A-5 Notes                                     $    359,785,000

           Class B Notes                                       $    108,695,000


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

                            (d) The  Class  A-1 and  Class  A-2  Notes  shall be
           issuable as Book-Entry Notes in minimum denominations of $100,000 and
           in integral  multiples  of $1,000 in excess  thereof.  The Class A-3,
           Class  A-4,  Class  A-5 and  Class  B  Notes  shall  be  issuable  as
           Book-Entry  Notes in minimum  denominations of $1,000 and in integral
           multiples of $1,000 in excess thereof.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                            (b) The  principal  of each Note shall be payable in
           installments  on each  Distribution  Date as provided in the forms of
           Notes set forth in Exhibit  A-1,  Exhibit A-2,  Exhibit A-3,  Exhibit
           A-4, Exhibit A-5 and Exhibit B hereto. Notwithstanding the foregoing,
           the entire  unpaid  principal  amount of each Class of Notes shall be
           due and  payable,  if not  previously  paid,  on the date on which an
           Event of  Default  shall  have  occurred  and be  continuing,  if the
           Indenture  Trustee or the  Noteholders  of Notes  evidencing not less
           than a majority  of the Note  Balance of the  Controlling  Note Class
           have  declared  the Notes to be  immediately  due and  payable in the
           manner provided in Section 5.2. All principal  payments on each Class
           of Notes  shall be made pro  rata to the  Noteholders  of such  Class
           entitled  thereto.  The Indenture  Trustee shall notify the Person in
           whose  name a Note is  registered  at the  close of  business  on the
           Record  Date  preceding  the  Distribution  Date on which the  Issuer
           expects  that the final  installment  of principal of and interest on
           such Note shall be paid.  Such notice shall be mailed or  transmitted
           by facsimile prior to such final  Distribution Date and shall specify
           that such final  installment  shall be payable only upon presentation
           and  surrender  of such Note and shall  specify  the place where such
           Note  may  be  presented   and   surrendered   for  payment  of  such
           installment.  Notices in connection with redemption of Notes shall be
           mailed to Noteholders as provided in Section 10.2.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


<PAGE>



                                   ARTICLE III
                                    COVENANTS

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

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

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

                            (b)  On  or  before  each   Distribution   Date  and
           Redemption Date, the Issuer shall deposit or cause to be deposited in
           the Collection Account an aggregate sum sufficient to pay the amounts
           then  becoming due under the Notes 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 2001, the Issuer shall furnish to the Indenture  Trustee
           an Opinion of Counsel  either  stating  that,  in the opinion of such
           counsel,  such action has been taken with  respect to the  recording,
           filing,  re-recording and refiling of this Indenture,  any indentures
           supplemental  hereto  and any  other  requisite  documents  and  with
           respect to the execution and filing of any financing  statements  and
           continuation  statements and any other action that may be required by
           law as is  necessary  to  maintain  the  lien and  security  interest
           created by this  Indenture and reciting the details of such action or
           stating  that in the  opinion  of such  counsel  no  such  action  is
           necessary to maintain such lien and security  interest.  Such Opinion
           of Counsel shall also describe the  recording,  filing,  re-recording
           and refiling of this Indenture,  any indentures  supplemental  hereto
           and any other requisite documents and the execution and filing of any
           financing  statements and continuation  statements that shall, in the
           opinion  of such  counsel,  be  required  to  maintain  the  lien and
           security  interest of this Indenture  until April 30 in the following
           calendar year.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  (i) the Person that  acquires by  conveyance  or transfer  the
                  properties and assets of the Issuer the conveyance or transfer
                  of which is hereby  restricted  shall  (A) be a United  States
                  citizen or a Person  organized and existing  under the laws of
                  the  United  States of America  or any  State,  (B)  expressly
                  assumes,  by an indenture  supplemental  hereto,  executed and
                  delivered to the Indenture  Trustee,  in form  satisfactory to
                  the  Indenture  Trustee,  the due and punctual  payment of the
                  principal of and interest on all Notes and 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-4 Notes or Class A-5
           Notes are Outstanding  there shall at all times be an agent appointed
           to  calculate   LIBOR  in  respect  of  each  Interest   Period  (the
           "Calculation  Agent"). The Issuer hereby appoints The Chase Manhattan
           Bank as Calculation  Agent for purposes of determining LIBOR for each
           Interest  Period and The Chase  Manhattan  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-4 Notes and Class A-5 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(a)),  as the case may be, and all fees due and
                  payable to the Indenture Trustee;


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

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

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

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

                            SECTION 4.2   Satisfaction, Discharge and Defeasance
           of Notes. (a) Upon satisfaction of the conditions set forth in
           subsection  (b) below,  the  Issuer  shall be deemed to have paid and
           discharged the entire  indebtedness on all the Outstanding Notes, and
           the provisions of this Indenture,  as it relates to such Notes, shall
           no longer be in effect (and the Indenture Trustee,  at the expense of
           the Issuer, shall execute proper instruments acknowledging the same),
           except as to (i) rights of  registration  of transfer  and  exchange,
           (ii)  substitution  of  mutilated,  destroyed,  lost or stolen Notes,
           (iii) rights of Noteholders to receive payments of principal  thereof
           and interest  thereon,  (iv) Sections 3.2, 3.3, 3.4, 3.5, 3.8,  3.10,
           3.12 and 3.13,  (v) the rights,  obligations  and  immunities  of the
           Indenture  Trustee  hereunder  (including the rights of the Indenture
           Trustee  under  Section  6.7 and  the  obligations  of the  Indenture
           Trustee under Section 4.3),  and (vi) the rights of  Noteholders  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
           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);

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

                 (x) tenth,  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;

                  (xi) eleventh, 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;

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

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

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

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

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

                            (d) If an  Event  of  Default  has  occurred  and is
           continuing,  the Indenture  Trustee may, and at the direction  (which
           direction  shall be in writing or by telephone,  confirmed in writing
           promptly  thereafter) of the Noteholders of Notes evidencing not less
           than 662/3% of the  principal  amount of the  Controlling  Note Class
           shall, exercise all rights, remedies,  powers,  privileges and claims
           of the Issuer against the Swap 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  and/or the Class B
           Notes in  accordance  with  Section  6.8 of this  Indenture,  and the
           Issuer shall appoint a successor Indenture Trustee for one or both of
           such Classes, as applicable, so that there will be separate Indenture
           Trustees  for the Class A Notes  and the Class B Notes.  In the event
           the Indenture Trustee fails to comply with the terms of the preceding
           sentence,  the  Indenture  Trustee shall comply with clauses (ii) and
           (iii) of TIA Section 310(b).

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

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

                            SECTION 6.13 Interest Rate Swap Provisions.  (a) The
           Issuer has entered into the Interest Rate Swap Agreements,  each in a
           form satisfactory to the Rating Agencies,  to hedge the floating rate
           interest  expense  on the Class A-4  Notes and Class A-5  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 notional amounts 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-4 Notes will be initially equal to the principal
         amount of the Class A-4 Notes on the  Closing  Date and will be reduced
         by the amount of any principal payments on the Class A-4 Notes.

         (ii) The notional amount of the Interest Rate Swap hedging the interest
         expense on the Class A-5 Notes will be initially equal to the principal
         amount of the Class A-5 Notes on the  Closing  Date and will be reduced
         by the amount of any principal payments on the Class A-5 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.  Unless the amendment or supplement clarifies any term or
           provision,  corrects  any  inconsistency,  cures  any  ambiguity,  or
           corrects  any   typographical   error  in  such  Interest  Rate  Swap
           Agreement,  an 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  "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, 2001, the Indenture  Trustee shall mail to
           each  Noteholder  as required by TIA  Section  313(c) a brief  report
           dated as of such date that  complies  with TIA  Section  313(a).  The
           Indenture Trustee also shall comply with TIA Section 313(b).

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


                                  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 Issuer,  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 Payment
                  (if any);

                  (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 Certificate Interest Distribution
                  Account, the Accrued Class C Certificate Interest;

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

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

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

                  (xi) eleventh,  to the Seller,  any funds remaining on deposit
                  in the  Collection  Account  with  respect  to the  Collection
                  Period preceding such 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)  and (v)  above to the  Principal  Distribution  Account  to the
           extent  necessary to reduce the principal  amount of all the Notes to
           zero, and (C) in the case of an event described in clause (A) or (B),
           the   Certificateholders   will  not  receive  any  distributions  of
           principal or interest until the principal amount and accrued interest
           on all the Notes has been paid in full.

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

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

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

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

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

                  (v)  fifth,  to the  Noteholders  of the  Class  A-5  Notes in
                  reduction  of  principal  until  the  principal  amount of the
                  Outstanding  Class A-5  Notes has been paid in full;  provided
                  that if there are not  sufficient  funds  available to pay the
                  principal  amount of the Outstanding  Class A-5 Notes in full,
                  the  amounts  available  shall be  applied  to the  payment of
                  principal on the Class A-5 Notes on a pro rata basis;

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

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

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

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

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

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

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

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

                            (b) The  Indenture  Trustee  shall,  at such time as
           there are no Notes Outstanding and all sums due the Indenture Trustee
           pursuant  to  Section  6.7 have  been  paid in full  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, 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 Agreement
           or (y) the Swap Counterparty shall have consented thereto (and a Swap
           Counterparty's  consent will be deemed to have been given if the Swap
           Counterparty  does not object in writing  within ten Business Days of
           receipt  of a written  request  for such  consent),  (iii) 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 and the  Noteholders
           shall  thereafter be  determined,  exercised  and enforced  hereunder
           subject in all respects to such modifications and amendments, and all
           the terms and conditions of any such supplemental  indenture shall be
           and be  deemed  to be  part  of the  terms  and  conditions  of  this
           Indenture for any and all purposes.

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

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

                                    ARTICLE X
                              REDEMPTION OF NOTES

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

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

              All notices of redemption shall state:

                  (i) the Redemption Date;

                  (ii) the Redemption Price;

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

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

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

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


                                   ARTICLE XI
                                 MISCELLANEOUS

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

                            Notices  required to be given to the Rating Agencies
           by the Issuer, the Indenture Trustee or the Owner Trustee shall be in
           writing,  personally  delivered,  telecopied  or mailed by  certified
           mail, return receipt requested, to (i) in the case of Moody's, at the
           following address:  Moody's Investors  Service,  Inc., ABS Monitoring
           Department,  99 Church Street, New York, New York 10007, (ii) in case
           of Standard & Poor's,  at the  following  address:  Standard & Poor's
           Ratings  Services,  55 Water Street,  40th Floor,  New York, New York
           10041, Attention: Asset Backed Surveillance Department,  (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:  Citibank,  N.A.,  Capital
           Markets Legal Department, 388 Greenwich Street, 20th Floor, New York,
           New York 10013.


                            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 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,  the General  Partner or the
           Issuer,  or join in any institution  against the Seller,  the General
           Partner   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  11.18  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 2001-A

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



                                            By:      /s/ John Bobko

                                            Name:   John Bobko
                                            Title:  Assistant Treasurer


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



                                             By: /s/ Michael A. Smith


                                             Name:   Michael A. Smith
                                             Title:  Vice President



<PAGE>



                                                                   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                                            $200,000,000

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


                       FORD CREDIT AUTO OWNER TRUST 2001-A

                       CLASS A-1 5.776% ASSET BACKED NOTES

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

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

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

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


<PAGE>



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


                REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.



<PAGE>




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

        Date: January 25, 2001

                                        FORD CREDIT AUTO OWNER TRUST 2001-A

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



                                           By:

                                                   Authorized Officer


                                        TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

           Date: January 25, 2001

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


                                            By:

                                                   Authorized Officer


<PAGE>



                                REVERSE OF NOTE

                            This Note is one of a duly authorized issue of Notes
           of the Issuer,  designated as its Class A-1 5.776% Asset Backed Notes
           (the "Class A-1 Notes")  which,  together with the Issuer's Class A-2
           5.494% Asset  Backed  Notes (the "Class A-2 Notes"),  Class A-3 5.35%
           Asset Backed Notes (the "Class A-3 Notes"),  Class A-4 Floating  Rate
           Asset Backed Notes (the "Class A-4 Notes"),  Class A-5 Floating  Rate
           Asset  Backed  Notes (the  "Class A-5 Notes" and,  together  with the
           Class A-1  Notes,  the Class A-2  Notes,  the Class A-3 Notes and the
           Class A-4 Notes,  the "Class A Notes") and Class B 5.96% Asset Backed
           Notes (the "Class B Notes" and,  together with the Class A Notes, the
           "Notes"), are issued under the Indenture,  to which Indenture and all
           indentures  supplemental  thereto  reference  is  hereby  made  for a
           statement of the respective rights and obligations  thereunder of the
           Issuer,  the  Indenture  Trustee and the  Noteholders.  The Notes are
           subject to all terms of the Indenture.

                            The  Class A-1  Notes  are and will be  equally  and
           ratably  secured by the  collateral  pledged as security  therefor as
           provided in the Indenture.  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 February 2001.

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

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

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

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

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

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

                            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, the General Partner or the Issuer, or join in any
           institution against the Seller, the General Partner 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 The
           Chase  Manhattan  Bank, in its individual  capacity,  The Bank of New
           York, in its individual capacity,  any owner of a beneficial interest
           in the Issuer,  or any of their respective  partners,  beneficiaries,
           agents, officers, directors, employees or successors or assigns shall
           be  personally  liable for, nor shall  recourse be had to any of them
           for,  the  payment  of  principal  or of  interest  on  this  Note or
           performance  of,  or  omission  to  perform,  any of  the  covenants,
           obligations  or  indemnifications  contained  in the  Indenture.  The
           Noteholder  of this Note,  by his  acceptance  hereof,  agrees  that,
           except as expressly  provided in the Basic Documents,  in the case of
           an Event of Default under the Indenture, the Noteholder shall have no
           claim against any of the foregoing for any deficiency,  loss or claim
           therefrom;  provided, however, that nothing contained herein shall be
           taken to prevent recourse to, and enforcement  against, the assets of
           the Issuer for any and all liabilities,  obligations and undertakings
           contained in the Indenture or in this Note.



<PAGE>



                                   ASSIGNMENT


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



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


                         (name and address of assignee)

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


           Dated:

                             */

                              Signature Guaranteed

                             */



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





<PAGE>


                                                                   EXHIBIT A-2
           FORM OF CLASS A-2 NOTE

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

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

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


           REGISTERED                                             $385,000,000

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


                       FORD CREDIT AUTO OWNER TRUST 2001-A

                       CLASS A-2 5.494% ASSET BACKED NOTES

                            Ford  Credit  Auto Owner  Trust  2001-A,  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-FIVE  MILLION  DOLLARS  payable on each
           Distribution Date in an amount equal to the aggregate amount, if any,
           payable to Noteholders of Class A-2 Notes on such  Distribution  Date
           from the  Principal  Distribution  Account in respect of principal on
           the Class A-2 Notes pursuant to Section 3.1 of the Indenture dated as
           of January  1, 2001 (as from time to time  amended,  supplemented  or
           otherwise  modified  and in effect,  the  "Indenture"),  between  the
           Issuer  and The Chase  Manhattan  Bank,  a New York  corporation,  as
           Indenture  Trustee  (in  such  capacity  the  "Indenture   Trustee");
           provided,  however,  that the entire unpaid  principal amount of this
           Note shall be due and payable on the October 2001  Distribution  Date
           (the  "Class A-2 Final  Scheduled  Distribution  Date").  Capitalized
           terms used but not  defined  herein  are  defined in Article I of the
           Indenture, which also contains rules as to construction that shall be
           applicable herein.

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

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

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


<PAGE>



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


                REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.



<PAGE>




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

           Date: January 25, 2001

                                     FORD CREDIT AUTO OWNER TRUST 2001-A

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



                                            By:

                                                   Authorized Officer


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

           Date: January 25, 2001

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


                                            By:

                                                   Authorized Officer


<PAGE>



                                 REVERSE OF NOTE

                            This Note is one of a duly authorized issue of Notes
           of the Issuer,  designated as its Class A-2 5.494% Asset Backed Notes
           (the "Class A-2 Notes")  which,  together with the Issuer's Class A-1
           5.776% Asset  Backed  Notes (the "Class A-1 Notes"),  Class A-3 5.35%
           Asset Backed Notes (the "Class A-3 Notes"),  Class A-4 Floating  Rate
           Asset Backed Notes (the "Class A-4 Notes"),  Class A-5 Floating  Rate
           Asset  Backed  Notes (the  "Class A-5 Notes" and,  together  with the
           Class A-1  Notes,  the Class A-2  Notes,  the Class A-3 Notes and the
           Class A-4 Notes,  the "Class A Notes") and Class B 5.96% Asset Backed
           Notes (the "Class B Notes" and,  together with the Class A Notes, the
           "Notes"), are issued under the Indenture,  to which Indenture and all
           indentures  supplemental  thereto  reference  is  hereby  made  for a
           statement of the respective rights and obligations  thereunder of the
           Issuer,  the  Indenture  Trustee and the  Noteholders.  The Notes are
           subject to all terms of the Indenture.

                            The  Class A-2  Notes  are and will be  equally  and
           ratably  secured by the  collateral  pledged as security  therefor as
           provided in the Indenture.  The Class A-2 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-2 Notes will be payable on
           each  Distribution  Date in an amount  described  on the face hereof.
           "Distribution Date" means the fifteenth day of each month, or, if any
           such day is not a Business  Day, the next  succeeding  Business  Day,
           commencing in February 2001.

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

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

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

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

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

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

                            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, the General Partner or the Issuer, or join in any
           institution against the Seller, the General Partner 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 The
           Chase  Manhattan  Bank, in its individual  capacity,  The Bank of New
           York, in its individual capacity,  any owner of a beneficial interest
           in the Issuer,  or any of their respective  partners,  beneficiaries,
           agents, officers, directors, employees or successors or assigns shall
           be  personally  liable for, nor shall  recourse be had to any of them
           for,  the  payment  of  principal  or of  interest  on  this  Note or
           performance  of,  or  omission  to  perform,  any of  the  covenants,
           obligations  or  indemnifications  contained  in the  Indenture.  The
           Noteholder  of this Note,  by his  acceptance  hereof,  agrees  that,
           except as expressly  provided in the Basic Documents,  in the case of
           an Event of Default under the Indenture, the Noteholder shall have no
           claim against any of the foregoing for any deficiency,  loss or claim
           therefrom;  provided, however, that nothing contained herein shall be
           taken to prevent recourse to, and enforcement  against, the assets of
           the Issuer for any and all liabilities,  obligations and undertakings
           contained in the Indenture or in this Note.



<PAGE>



                                   ASSIGNMENT


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



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


                         (name and address of assignee)

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


           Dated:          */

                           Signature Guaranteed

                           */






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





<PAGE>






                                                                   EXHIBIT A-3
           FORM OF CLASS A-3 NOTE

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

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


           REGISTERED                                           $1,190,000,000

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


                       FORD CREDIT AUTO OWNER TRUST 2001-A

                       CLASS A-3 5.35% ASSET BACKED NOTES

                            Ford  Credit  Auto Owner  Trust  2001-A,  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 BILLION ONE HUNDRED NINETY MILLION DOLLARS payable on each
           Distribution Date in an amount equal to the aggregate amount, if any,
           payable to Noteholders of Class A-3 Notes on such  Distribution  Date
           from the  Principal  Distribution  Account in respect of principal on
           the Class A-3 Notes pursuant to Section 3.1 of the Indenture dated as
           of January  1, 2001 (as from time to time  amended,  supplemented  or
           otherwise  modified  and in effect,  the  "Indenture"),  between  the
           Issuer  and The Chase  Manhattan  Bank,  a New York  corporation,  as
           Indenture  Trustee  (in  such  capacity  the  "Indenture   Trustee");
           provided,  however,  that the entire unpaid  principal amount of this
           Note shall be due and payable on the July 2003 Distribution Date (the
           "Class A-3 Final Scheduled  Distribution  Date").  Capitalized  terms
           used  but  not  defined  herein  are  defined  in  Article  I of  the
           Indenture, which also contains rules as to construction that shall be
           applicable herein.

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

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

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


<PAGE>



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


                REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.



<PAGE>




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

           Date: January 25, 2001

                                       FORD CREDIT AUTO OWNER TRUST 2001-A

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



                                        By:

                                                   Authorized Officer


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

           Date: January 25, 2001

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


                                        By:


                                                   Authorized Officer


<PAGE>



                                 REVERSE OF NOTE

                            This Note is one of a duly authorized issue of Notes
           of the Issuer,  designated  as its Class A-3 5.35% Asset Backed Notes
           (the "Class A-3 Notes")  which,  together with the Issuer's Class A-1
           5.776% Asset  Backed Notes (the "Class A-1 Notes"),  Class A-2 5.494%
           Asset Backed Notes (the "Class A-2 Notes"),  Class A-4 Floating  Rate
           Asset Backed Notes (the "Class A-4 Notes"),  Class A-5 Floating  Rate
           Asset  Backed  Notes (the  "Class A-5 Notes" and,  together  with the
           Class A-1  Notes,  the Class A-2  Notes,  the Class A-3 Notes and the
           Class A-4 Notes,  the "Class A Notes") and Class B 5.96% Asset Backed
           Notes (the "Class B Notes" and,  together with the Class A Notes, the
           "Notes"), are issued under the Indenture,  to which Indenture and all
           indentures  supplemental  thereto  reference  is  hereby  made  for a
           statement of the respective rights and obligations  thereunder of the
           Issuer,  the  Indenture  Trustee and the  Noteholders.  The Notes are
           subject to all terms of the Indenture.

                            The  Class A-3  Notes  are and will be  equally  and
           ratably  secured by the  collateral  pledged as security  therefor as
           provided in the Indenture.  The Class A-3 Notes  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-3 Notes will be payable on
           each  Distribution  Date in an amount  described  on the face hereof.
           "Distribution Date" means the fifteenth day of each month, or, if any
           such day is not a Business  Day, the next  succeeding  Business  Day,
           commencing in February 2001.

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

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

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

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

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

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

                            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, the General Partner or the Issuer, or join in any
           institution against the Seller, the General Partner 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 The
           Chase  Manhattan  Bank, in its individual  capacity,  The Bank of New
           York, in its individual capacity,  any owner of a beneficial interest
           in the Issuer,  or any of their respective  partners,  beneficiaries,
           agents, officers, directors, employees or successors or assigns shall
           be  personally  liable for, nor shall  recourse be had to any of them
           for,  the  payment  of  principal  or of  interest  on  this  Note or
           performance  of,  or  omission  to  perform,  any of  the  covenants,
           obligations  or  indemnifications  contained  in the  Indenture.  The
           Noteholder  of this Note,  by his  acceptance  hereof,  agrees  that,
           except as expressly  provided in the Basic Documents,  in the case of
           an Event of Default under the Indenture, the Noteholder shall have no
           claim against any of the foregoing for any deficiency,  loss or claim
           therefrom;  provided, however, that nothing contained herein shall be
           taken to prevent recourse to, and enforcement  against, the assets of
           the Issuer for any and all liabilities,  obligations and undertakings
           contained in the Indenture or in this Note.



<PAGE>





                                   ASSIGNMENT


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



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


                         (name and address of assignee)

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


           Dated:         */

                           Signature Guaranteed

                          */






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




<PAGE>


                                                                   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                                            $800,000,000

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


                       FORD CREDIT AUTO OWNER TRUST 2001-A

                   CLASS A-4 FLOATING RATE ASSET BACKED NOTES

                            Ford  Credit  Auto Owner  Trust  2001-A,  a business
           trust  organized and existing under the laws of the State of Delaware
           (herein  referred to as the  "Issuer"),  for value  received,  hereby
           promises to pay to CEDE & CO., or registered  assigns,  the principal
           sum of EIGHT HUNDRED  MILLION  DOLLARS  payable on each  Distribution
           Date in an amount equal to the aggregate  amount,  if any, payable to
           Noteholders  of Class  A-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
           January  1,  2001  (as from  time to time  amended,  supplemented  or
           otherwise  modified  and in effect,  the  "Indenture"),  between  the
           Issuer  and The Chase  Manhattan  Bank,  a New York  corporation,  as
           Indenture  Trustee  (in  such  capacity  the  "Indenture   Trustee");
           provided,  however,  that the entire unpaid  principal amount of this
           Note shall be due and  payable on the August 2004  Distribution  Date
           (the  "Class A-4 Final  Scheduled  Distribution  Date").  Capitalized
           terms used but not  defined  herein  are  defined in Article I of the
           Indenture, which also contains rules as to construction that shall be
           applicable herein.

                            The Issuer  shall pay  interest on this Note 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 0.09% 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 5.88250%  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.


<PAGE>



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


                REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.



<PAGE>





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

           Date: January 25, 2001

                                     FORD CREDIT AUTO OWNER TRUST 2001-A

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



                                      By:

                                              Authorized Officer


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

           Date: January 25, 2001

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


                                       By:

                                              Authorized Officer


<PAGE>



                                 REVERSE OF NOTE

                            This Note is one of a duly authorized issue of Notes
           of the Issuer, designated as its Class A-4 Floating Rate Asset Backed
           Notes (the "Class A-4 Notes") which, together with the Issuer's Class
           A-1 5.776%  Asset  Backed  Notes (the "Class A-1  Notes"),  Class A-2
           5.494% Asset  Backed  Notes (the "Class A-2 Notes"),  Class A-3 5.35%
           Asset Backed Notes (the "Class A-3 Notes"),  Class A-5 Floating  Rate
           Asset  Backed  Notes (the  "Class A-5 Notes" and,  together  with the
           Class A-1  Notes,  the Class A-2  Notes,  the Class A-3 Notes and the
           Class A-4 Notes,  the "Class A Notes") and Class B 5.96% Asset Backed
           Notes (the "Class B Notes" and,  together with the Class A Notes, the
           "Notes"), are issued under the Indenture,  to which Indenture and all
           indentures  supplemental  thereto  reference  is  hereby  made  for a
           statement of the respective rights and obligations  thereunder of the
           Issuer,  the  Indenture  Trustee and the  Noteholders.  The Notes are
           subject to all terms of the Indenture.

                            The  Class A-4  Notes  are and will be  equally  and
           ratably  secured by the  collateral  pledged as security  therefor as
           provided in the Indenture.  The Class A-4 Notes  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 February 2001.

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

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

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

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

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

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

                            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, the General Partner or the Issuer, or join in any
           institution against the Seller, the General Partner 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 The
           Chase  Manhattan  Bank, in its individual  capacity,  The Bank of New
           York, in its individual capacity,  any owner of a beneficial interest
           in the Issuer,  or any of their respective  partners,  beneficiaries,
           agents, officers, directors, employees or successors or assigns shall
           be  personally  liable for, nor shall  recourse be had to any of them
           for,  the  payment  of  principal  or of  interest  on  this  Note or
           performance  of,  or  omission  to  perform,  any of  the  covenants,
           obligations  or  indemnifications  contained  in the  Indenture.  The
           Noteholder  of this Note,  by his  acceptance  hereof,  agrees  that,
           except as expressly  provided in the Basic Documents,  in the case of
           an Event of Default under the Indenture, the Noteholder shall have no
           claim against any of the foregoing for any deficiency,  loss or claim
           therefrom;  provided, however, that nothing contained herein shall be
           taken to prevent recourse to, and enforcement  against, the assets of
           the Issuer for any and all liabilities,  obligations and undertakings
           contained in the Indenture or in this Note.



<PAGE>





                                   ASSIGNMENT


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



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


                         (name and address of assignee)

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


           Dated:           */

                           Signature Guaranteed

                            */






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




<PAGE>



                                                                   EXHIBIT A-5
           FORM OF CLASS A-5 NOTE

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

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


           REGISTERED                                             $359,785,000

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


                       FORD CREDIT AUTO OWNER TRUST 2001-A

                   CLASS A-5 FLOATING RATE ASSET BACKED NOTES

                            Ford  Credit  Auto Owner  Trust  2001-A,  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  FIFTY-NINE  MILLION  SEVEN HUNDRED  EIGHTY-FIVE
           THOUSAND DOLLARS payable on each Distribution Date in an amount equal
           to the aggregate  amount, if any, payable to Noteholders of Class A-5
           Notes  on such  Distribution  Date  from the  Principal  Distribution
           Account in respect of  principal  on the Class A-5 Notes  pursuant to
           Section  3.1 of the  Indenture  dated as of  January 1, 2001 (as from
           time to time  amended,  supplemented  or  otherwise  modified  and in
           effect, the "Indenture"),  between the Issuer and The Chase Manhattan
           Bank, a New York corporation,  as Indenture Trustee (in such capacity
           the "Indenture Trustee");  provided,  however, that the entire unpaid
           principal amount of this Note shall be due and payable on the earlier
           of the April 2005  Distribution  Date (the "Class A-5 Final Scheduled
           Distribution  Date") and the  Redemption  Date,  if any,  pursuant to
           Section  10.1(a)  of the  Indenture.  Capitalized  terms used but not
           defined herein are defined in Article I of the Indenture,  which also
           contains rules as to construction that shall be applicable herein.

                            The Issuer  shall pay  interest on this Note 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 0.12% 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 5.91250%  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: January 25, 2001

                                          FORD CREDIT AUTO OWNER TRUST 2001-A

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



                                            By:

                                                   Authorized Officer


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

           Date: January 25, 2001

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


                                          By:

                                               Authorized Officer


<PAGE>



                                 REVERSE OF NOTE

                            This Note is one of a duly authorized issue of Notes
           of the Issuer, designated as its Class A-5 Floating Rate Asset Backed
           Notes (the "Class A-5 Notes") which, together with the Issuer's Class
           A-1 5.776%  Asset  Backed  Notes (the "Class A-1  Notes"),  Class A-2
           5.494% Asset  Backed  Notes (the "Class A-2 Notes"),  Class A-3 5.35%
           Asset Backed Notes (the "Class A-3 Notes"),  Class A-4 Floating  Rate
           Asset  Backed  Notes (the  "Class A-4 Notes" and,  together  with the
           Class A-1  Notes,  the Class A-2  Notes,  the Class A-3 Notes and the
           Class A-5 Notes,  the "Class A Notes") and Class B 5.96% Asset Backed
           Notes (the "Class B Notes" and,  together with the Class A Notes, the
           "Notes"), are issued under the Indenture,  to which Indenture and all
           indentures  supplemental  thereto  reference  is  hereby  made  for a
           statement of the respective rights and obligations  thereunder of the
           Issuer,  the  Indenture  Trustee and the  Noteholders.  The Notes are
           subject to all terms of the Indenture.

                            The  Class A-5  Notes  are and will be  equally  and
           ratably  secured by the  collateral  pledged as security  therefor as
           provided in the Indenture.  The Class A-5 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-5 Notes will be payable on
           each  Distribution  Date in an amount  described  on the face hereof.
           "Distribution Date" means the fifteenth day of each month, or, if any
           such day is not a Business  Day, the next  succeeding  Business  Day,
           commencing in February 2001.

                            As described on the face hereof,  the entire  unpaid
           principal amount of this Note shall be due and payable on the earlier
           of the Class A-5 Final Scheduled Distribution Date and the Redemption
           Date,  if  any,   pursuant  to  Section  10.1(a)  of  the  Indenture.
           Notwithstanding the foregoing,  the entire unpaid principal amount of
           the Notes  shall be due and  payable on the date on which an Event of
           Default  shall have  occurred  and be  continuing  and the  Indenture
           Trustee  or the  Noteholders  of Notes  evidencing  not  less  than a
           majority of the  principal  amount of the Class A Notes have declared
           the Notes to be immediately due and payable in the manner provided in
           Section 5.2 of the Indenture. All principal payments on the Class A-5
           Notes shall be made pro rata to the Noteholders entitled thereto.

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

                            The   Issuer   shall   pay   interest   on   overdue
           installments of interest at the Class A-5 Rate to the extent lawful.

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

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

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

                            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, the General Partner or the Issuer, or join in any
           institution against the Seller, the General Partner 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 The
           Chase  Manhattan  Bank, in its individual  capacity,  The Bank of New
           York, in its individual capacity,  any owner of a beneficial interest
           in the Issuer,  or any of their respective  partners,  beneficiaries,
           agents, officers, directors, employees or successors or assigns shall
           be  personally  liable for, nor shall  recourse be had to any of them
           for,  the  payment  of  principal  or of  interest  on  this  Note or
           performance  of,  or  omission  to  perform,  any of  the  covenants,
           obligations  or  indemnifications  contained  in the  Indenture.  The
           Noteholder  of this Note,  by his  acceptance  hereof,  agrees  that,
           except as expressly  provided in the Basic Documents,  in the case of
           an Event of Default under the Indenture, the Noteholder shall have no
           claim against any of the foregoing for any deficiency,  loss or claim
           therefrom;  provided, however, that nothing contained herein shall be
           taken to prevent recourse to, and enforcement  against, the assets of
           the Issuer for any and all liabilities,  obligations and undertakings
           contained in the Indenture or in this Note.



<PAGE>




                                   ASSIGNMENT


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



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


                         (name and address of assignee)

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


           Dated:         */

                           Signature Guaranteed

                          */




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




<PAGE>


                                                                      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
                                                                  $108,695,000

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

                       FORD CREDIT AUTO OWNER TRUST 2001-A

                        CLASS B 5.96% ASSET BACKED NOTES

                            Ford  Credit  Auto Owner  Trust  2001-A,  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  EIGHT  MILLION SIX HUNDRED  NINETY-FIVE  THOUSAND
           DOLLARS payable on each  Distribution  Date in an amount equal to the
           aggregate  amount, if any, payable to Noteholders of Class B Notes on
           such  Distribution  Date from the Principal  Distribution  Account in
           respect of principal on the Class B Notes  pursuant to Section 3.1 of
           the  Indenture  dated as of  January  1,  2001 (as from  time to time
           amended,  supplemented  or  otherwise  modified  and in  effect,  the
           "Indenture"),  between the Issuer and The Chase Manhattan Bank, a New
           York  corporation,   as  Indenture  Trustee  (in  such  capacity  the
           "Indenture  Trustee");  provided,  however,  that the  entire  unpaid
           principal amount of this Note shall be due and payable on the earlier
           of the July  2005  Distribution  Date (the  "Class B Final  Scheduled
           Distribution  Date") and the  Redemption  Date,  if any,  pursuant to
           Section  10.1(a)  of the  Indenture.  Capitalized  terms used but not
           defined herein are defined in Article I of the Indenture,  which also
           contains rules as to construction that shall be applicable herein.

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

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

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

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


                REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.



<PAGE>


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

           Date: January 25, 2001

                                     FORD CREDIT AUTO OWNER TRUST 2001-A

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



                                      By:


                                             Authorized Officer


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

           Date: January 25, 2001

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


                                     By:

                                           Authorized Officer


<PAGE>



                                 REVERSE OF NOTE

                            This Note is one of a duly authorized issue of Notes
           of the Issuer,  designated  as its Class B 5.96% Asset  Backed  Notes
           (the "Class B Notes" and, together with the Class A Notes referred to
           below,  the "Notes")  which,  together  with the  Issuer's  Class A-1
           5.776% Asset  Backed Notes (the "Class A-1 Notes"),  Class A-2 5.494%
           Asset  Backed  Notes (the "Class A-2  Notes"),  Class A-3 5.35% Asset
           Backed Notes (the "Class A-3 Notes"),  Class A-4 Floating  Rate Asset
           Backed  Notes (the  "Class A-4 Notes")  and Class A-5  Floating  Rate
           Asset  Backed  Notes (the  "Class A-5 Notes" and,  together  with the
           Class A-1  Notes,  the Class A-2  Notes,  the Class A-3 Notes and the
           Class  A-4  Notes,  the  "Class  A  Notes"),  are  issued  under  the
           Indenture, to which Indenture and all indentures supplemental thereto
           reference is hereby made for a statement of the respective rights and
           obligations  thereunder of the Issuer,  the Indenture Trustee and the
           Noteholders. The Notes are subject to all terms of the Indenture.

                            The  Class B  Notes  are and  will  be  equally  and
           ratably  secured by the  collateral  pledged as security  therefor as
           provided  in the  Indenture.  The Class B Notes are  subordinated  in
           right of payment  to the Class A Notes 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 February 2001.

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

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

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

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

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

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

                            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, the General Partner or the Issuer, or join in any
           institution against the Seller, the General Partner 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 The
           Chase  Manhattan  Bank, in its individual  capacity,  The Bank of New
           York, in its individual capacity,  any owner of a beneficial interest
           in the Issuer,  or any of their respective  partners,  beneficiaries,
           agents, officers, directors, employees or successors or assigns shall
           be  personally  liable for, nor shall  recourse be had to any of them
           for,  the  payment  of  principal  or of  interest  on  this  Note or
           performance  of,  or  omission  to  perform,  any of  the  covenants,
           obligations  or  indemnifications  contained  in the  Indenture.  The
           Noteholder  of this Note,  by his  acceptance  hereof,  agrees  that,
           except as expressly  provided in the Basic Documents,  in the case of
           an Event of Default under the Indenture, the Noteholder shall have no
           claim against any of the foregoing for any deficiency,  loss or claim
           therefrom;  provided, however, that nothing contained herein shall be
           taken to prevent recourse to, and enforcement  against, the assets of
           the Issuer for any and all liabilities,  obligations and undertakings
           contained in the Indenture or in this Note.



<PAGE>





                                   ASSIGNMENT


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



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


                         (name and address of assignee)

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


           Dated:

                           */

                           Signature Guaranteed

                           */






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




<PAGE>



                                                                    EXHIBIT C

                       FORM OF NOTE DEPOSITORY AGREEMENT





<PAGE>



                                                                   SCHEDULE A

Schedule of Receivables


                Provided to the Indenture Trustee at the Closing



<PAGE>



                                                                     APPENDIX A
Definitions and Usage


                                   See Tab 14