<PAGE>   1

                                                                     EXHIBIT 4.1






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



                                    INDENTURE


                                     between


                      FORD CREDIT AUTO OWNER TRUST      -  ,
                                    as Issuer


                                       and


                                                             ,


                              as Indenture Trustee


                          Dated as of            ,



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

<PAGE>   2





                           CROSS REFERENCE TABLE(1)
                           ---------------------

<TABLE>
<CAPTION>
 TIA                                                                  Indenture
Section                                                                Section
- ----------                                                             -------
<S>                                                                   <C>
310 (a)(1)  . . . . . . . . . . . . . . . . . . . . . . . . . . .          6.11
    (a)(2)  . . . . . . . . . . . . . . . . . . . . . . . . . . .          6.11
    (a)(3)  . . . . . . . . . . . . . . . . . . . . . . . . . . .          6.10
    (a)(4)  . . . . . . . . . . . . . . . . . . . . . . . . . . .       N.A.(2)
    (a)(5)  . . . . . . . . . . . . . . . . . . . . . . . . . . .          6.11
    (b)   . . . . . . . . . . . . . . . . . . . . . . . . . . . .      6.8;6.11
    (c)   . . . . . . . . . . . . . . . . . . . . . . . . . . . .          N.A.
311 (a)   . . . . . . . . . . . . . . . . . . . . . . . . . . . .          6.12
    (b)   . . . . . . . . . . . . . . . . . . . . . . . . . . . .          6.12
    (c)   . . . . . . . . . . . . . . . . . . . . . . . . . . . .          N.A.
312 (a)   . . . . . . . . . . . . . . . . . . . . . . . . . . . .          7.1
    (b)   . . . . . . . . . . . . . . . . . . . . . . . . . . . .          7.2
    (c)   . . . . . . . . . . . . . . . . . . . . . . . . . . . .          7.2
    (d)   . . . . . . . . . . . . . . . . . . . . . . . . . . . .          7.4
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
</TABLE>



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

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

(2) N.A. means Not Applicable.



<PAGE>   3





                                TABLE OF CONTENTS
                                -----------------

                                                      Page
                                                      ----
                        ARTICLE I
    DEFINITIONS, USAGE AND INCORPORATION BY REFERENCE    3

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


                        ARTICLE II
                         THE NOTES  . . . . . . . . .    4

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


                       ARTICLE III
                        COVENANTS . . . . . . . . . .   15

SECTION 3.1.    Payment of Principal and Interest   .   15
SECTION 3.2.    Maintenance of Office or Agency   . .   15
SECTION 3.3.    Money for Payments To Be Held
                in Trust  . . . . . . . . . . . . . .   15
SECTION 3.4.    Existence . . . . . . . . . . . . . .   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;


                                        i


<PAGE>   4



               Servicing of Receivables  . . . . . .   19
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   . . . . . . .   24
SECTION 3.11.  Successor of Transferee . . . . . . .   26
SECTION 3.12.  No Other Business   . . . . . . . . .   27
SECTION 3.13.  No Borrowing  . . . . . . . . . . . .   27
SECTION 3.14.  Servicer's Obligations  . . . . . . .   27
SECTION 3.15.  Guarantees, Loans, Advances and
               Other Liabilities   . . . . . . . . .   27
SECTION 3.16.  Capital Expenditures  . . . . . . . .   27
SECTION 3.17.  Further Instruments and Acts  . . . .   27
SECTION 3.18.  Restricted Payments   . . . . . . . .   28
SECTION 3.19.  Notice of Events of Default . . . . .   28
SECTION 3.20.  Removal of Administrator  . . . . . .   28

                      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  . . . . . .   35
SECTION 5.3.   Collection of Indebtedness
               and Suits for Enforcement by
               Indenture Trustee . . . . . . . . . .   36
SECTION 5.4.   Remedies; Priorities  . . . . . . . .   39
SECTION 5.5.   Optional Preservation of the
               Receivables . . . . . . . . . . . . .   41
SECTION 5.6.   Limitation of Suits . . . . . . . . .   41
SECTION 5.7.   Unconditional Rights of
               Noteholders To Receive Principal
               and Interest  . . . . . . . . . . . .   42
SECTION 5.8.   Restoration of Rights and
               Remedies  . . . . . . . . . . . . . .   43




                                       ii


<PAGE>   5




SECTION 5.9.    Rights and Remedies Cumulative . . .  43
SECTION 5.10.   Delay or Omission Not a Waiver . . .  43
SECTION 5.11.   Control by Noteholders   . . . . . .  43
SECTION 5.12.   Waiver of Past Defaults  . . . . . .  44
SECTION 5.13.   Undertaking for Costs  . . . . . . .  45
SECTION 5.14.   Waiver of Stay or Extension
                Laws   . . . . . . . . . . . . . . .  45
SECTION 5.15.   Action on Notes  . . . . . . . . . .  46
SECTION 5.16.   Performance and Enforcement
                of Certain Obligations . . . . . . .  46


                       ARTICLE VI
                  THE INDENTURE TRUSTEE  . . . . . .  48

SECTION 6.1.   Duties of Indenture Trustee . . . . .  48
SECTION 6.2.   Rights of Indenture Trustee . . . . .  49
SECTION 6.3.   Individual Rights of Indenture
               Trustee . . . . . . . . . . . . . . .  50
SECTION 6.4.   Indenture Trustee's Disclaimer  . . .  50
SECTION 6.5.   Notice of Defaults; Insolvency or
               Dissolution of Depositor  . . . . . .  51
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 . . . .  57
SECTION 6.12.  Preferential Collection of
               Claims Against Issuer . . . . . . . .  57


                                   ARTICLE VII
             NOTEHOLDERS' LISTS AND REPORTS  . . . .  58

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

SECTION 7.4.       Reports by Indenture Trustee  . .  59


                                       iii


<PAGE>   6


                                  ARTICLE VIII

          ACCOUNTS, DISBURSEMENTS AND RELEASES . . .   61

SECTION 8.1.    Collection of Money  . . . . . . . .   61
SECTION 8.2.    Trust Accounts, the Reserve
                Account and the Yield Supplement
                Account  . . . . . . . . . . . . . .   61
SECTION 8.3.    General Provisions Regarding
                Accounts . . . . . . . . . . . . . .   63
SECTION 8.4.    Release of Indenture Trust Estate  .   64
SECTION 8.5.    Opinion of Counsel . . . . . . . . .   65


                            ARTICLE IX
                SUPPLEMENTAL INDENTURES  . . . . . .   66

SECTION 9.1.    Supplemental Indentures Without
                Consent of Noteholders   . . . . . .   66
SECTION 9.2.    Supplemental Indentures with
                Consent of Noteholders   . . . . . .   68
SECTION 9.3.    Execution of Supplemental
                Indentures   . . . . . . . . . . . .   70
SECTION 9.4.    Effect of Supplemental Indenture   .   71
SECTION 9.5.    Conformity with Trust Indenture
                Act  . . . . . . . . . . . . . . . .   71
SECTION 9.6.    Reference in Notes to
                Supplemental Indentures  . . . . . .   71


                                    ARTICLE X
                   REDEMPTION OF NOTES . . . . . . .   72

SECTION 10.1.   Redemption   . . . . . . . . . . . .   72
SECTION 10.2.   Form of Redemption Notice  . . . . .   72
SECTION 10.3.   Notes Payable on Redemption Date   .   73


                                   ARTICLE XI
                           MISCELLANEOUS . . . . . .   74

SECTION 11.1.   Compliance Certificates and
                Opinions, etc.   . . . . . . . . . .   74
SECTION 11.2.   Form of Documents Delivered
                to Indenture Trustee . . . . . . . .   76
SECTION 11.3.   Acts of Noteholders  . . . . . . . .   77
SECTION 11.4.   Notices, etc., to Indenture


                                       iv

<PAGE>   7


                Trustee, Issuer and Rating
                Agencies . . . . . . . . . . . . . .     78
SECTION 11.5.   Notices to Noteholders; Waiver . . .     79
SECTION 11.6.   Alternate Payment and Notice
                Provisions   . . . . . . . . . . . .     80
SECTION 11.7.   Conflict with Trust Indenture
                Act    . . . . . . . . . . . . . . .     80
SECTION 11.8.   Effect of Headings and Table
                of Contents  . . . . . . . . . . . .     81
SECTION 11.9.   Successors and Assigns   . . . . . .     81
SECTION 11.10.  Separability   . . . . . . . . . . .     81
SECTION 11.11.  Benefits of Indenture  . . . . . . .     81
SECTION 11.12.  Legal Holiday  . . . . . . . . . . .     81
SECTION 11.13.  Governing Law  . . . . . . . . . . .     81
SECTION 11.14.  Counterparts   . . . . . . . . . . .     82
SECTION 11.15.  Recording of Indenture   . . . . . .     82
SECTION 11.16.  Trust Obligation   . . . . . . . . .     82
SECTION 11.17.  No Petition; Subordination; Claims
                against Seller . . . . . . . . . . .     83
SECTION 11.18.  Inspection   . . . . . . . . . . . .     83

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 B       Form of Note Depository Agreement       B-1

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

APPENDIX A      Definitions and Usage    . . . . . .   AA-1

                                        v


<PAGE>   8


     INDENTURE, dated as of             ,     , (as from time to time amended,
supplemented or otherwise modified and in effect, this "Indenture") between FORD
CREDIT AUTO OWNER TRUST ____-_, a Delaware business trust (the "Issuer"), and
                                         , a          banking corporation, as
trustee and not in its individual capacity (in such capacity, the "Indenture
Trustee").

     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     % Asset
Backed Notes (the "Class A-1 Notes"), Class A-2      % Asset Backed Notes (the
"Class A-2 Notes") and Class A-3    % Asset Backed Notes (the "Class A-3 Notes"
and, together with the Class A-1 Notes and the Class A-2 Notes, the "Notes"):

                                 GRANTING CLAUSE

     The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as
Indenture Trustee for the benefit of the Noteholders, all of the Issuer's right,
title and interest in, to and under, whether now owned or existing or hereafter
acquired or arising, (a) the Receivables; (b) with respect to Actuarial
Receivables, monies due thereunder on or after the Cutoff Date (including
Payaheads) and, with respect to Simple Interest Receivables, monies due or
received thereunder on or after the Cutoff Date (including in each case any
monies received prior to the Cutoff Date that are due on or after the Cutoff
Date and were not used to reduce the principal balance of the Receivable); (c)
the security interests in the Financed Vehicles granted by Obligors pursuant to
the Receivables and any other interest of the Issuer in the Financed Vehicles;
(d) rights to receive proceeds with respect to the Receivables from claims on
any physical damage, credit life, credit disability, or other insurance policies
covering Financed Vehicles or Obligors; (e) any Dealer Recourse; (f) all of the
Seller's rights to the Receivable Files; (g) the Trust Accounts and the Yield
Supplement Account 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 and the Yield Supplement Agreement; (i)

<PAGE>   9


all of the Seller's 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 repurchased by the Servicer or purchased by
the Seller); (l) rebates of premiums and other amounts relating to insurance
policies and other items financed under the Receivables in effect as of the
Cutoff Date; and (m) all present and future claims, demands, causes of action
and choses in action in respect of any or all of the foregoing and all payments
on or under and all proceeds of every kind and nature whatsoever in respect of
any or all of the foregoing, including all proceeds of the conversion thereof,
voluntary or involuntary, into cash or other liquid property, all cash proceeds,
accounts, accounts receivable, notes, drafts, acceptances, chattel paper,
checks, deposit accounts, insurance proceeds, condemnation awards, rights to
payment of any and every kind and other forms of obligations and receivables,
instruments and other property which at any time constitute all or part of or
are included in the proceeds of any of the foregoing (collectively, the
"Collateral").

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

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

                                        2

<PAGE>   10



                                    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.


                                       3




<PAGE>   11


                                   ARTICLE II

                                    THE NOTES

     SECTION 2.1. Form. (a) The Class A-1 Notes, the Class A-2 Notes and the
Class A-3 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 and Exhibit A-3, 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 and Exhibit A-3 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.



                                        4
<PAGE>   12



     (c) The Indenture Trustee shall, upon Issuer Order, authenticate and
deliver Class A-1 Notes for original issue in an aggregate principal amount of
$           , Class A-2 Notes for original issue in an aggregate principal
amount of $       and Class A-3 Notes for original issue in an aggregate
principal amount of $           . The aggregate principal amount of Class A-1
Notes, Class A-2 Notes and Class A-3 Notes outstanding at any time may not
exceed that amount except as provided in Section 2.6.

     (d) The Notes of the same Class 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, 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


                                        5

<PAGE>   13


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.

     (b) 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.



                                        6


<PAGE>   14

     (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(l) 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(l) 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




                                        7

<PAGE>   15


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 bona fide purchaser,
and provided that the requirements of Section 8-405 of the UCC are met, the
Issuer shall execute, and upon its 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 bona fide 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



                                        8

<PAGE>   16


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 and the Class A-3 Notes shall accrue
interest at the Class A-1 Rate, the Class A-2 Rate and the Class A-3 Rate,
respectively, as set forth in Exhibit A-1, Exhibit A-2 and Exhibit A-3,
respectively, and such interest shall be payable on each Distribution Date as
specified therein, subject to Section 3.1. Any install-


                                        9


<PAGE>   17

ment 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 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 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 and Exhibit A-3 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 principal amount of the Notes
Outstanding 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

                                       10

<PAGE>   18


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



                                       11
<PAGE>   19


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 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
             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


                                       12
<PAGE>   20


             principal of and interest on the 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 principal amount of the
             Notes Outstanding, 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 in the Notes Outstanding 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 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 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
     Book-Entry Notes and the Indenture Trustee or 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 Book-Entry Notes evidencing beneficial interests
     aggregating not less than a majority of the principal amount of the Notes
     Outstanding 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 the Note Owners, then the
     Clearing Agency shall notify all Note Owners and the Indenture Trustee of
     the occurrence of such event and of the availability of Definitive Notes
     to Note Owners requesting the same.  Upon surrender to the Indenture
     Trustee of the typewritten Notes repre-



                                       13
<PAGE>   21


senting 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, the Indenture Trustee shall recognize the
holders of the 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
and 2.6, 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 succes-




                                       14
<PAGE>   22


sor 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.




                                       15

<PAGE>   23



                                   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, 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 Section 8.2 and 5.4(6), 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



                                       16

<PAGE>   24

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 Collection Account, the
Reserve Account and the Note Payment Account for payments of Notes shall be paid
over to the Issuer, except as provided in this Section 3.3.

        (b) On or before each Distribution Date and Redemption Date, the Issuer
shall deposit or cause to be deposited in the Collection Account an aggregate
sum sufficient to pay the amounts then becoming due under the Notes, such sum to
be held in trust for the benefit of the Persons entitled thereto, and (unless
the Note Paying Agent is the Indenture Trustee) shall promptly notify the
Indenture Trustee of its action or failure so to act.
        (c) The Issuer shall cause each Note Paying Agent other than the
Indenture Trustee to execute and deliver to the Indenture Trustee an instrument
in which such Note Paying Agent shall agree with the Indenture Trustee (and if
the Indenture Trustee acts as Note Paying Agent, it hereby so agrees), subject
to the provisions of this Section 3.3, that such Note Paying Agent shall:

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

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

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

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





                                       17
<PAGE>   25


             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



                                       18

<PAGE>   26


employ, at the expense and direction of the Issuer, any other reasonable means
of notification of such repayment (including, but not limited to, mailing notice
of such repayment to Noteholders whose Notes have been called but have not been
surrendered for redemption or whose right to or interest in monies due and
payable but not claimed is determinable from the records of the Indenture
Trustee or of any Note Paying Agent, at the last address of record for each such
Noteholder).

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

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

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

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

             (iii)  enforce any of the Collateral; or

             (iv)  preserve and defend title to the Indenture Trust Estate
        and the rights of the Indenture Trustee and the Noteholders in
        such




                                       19
<PAGE>   27


        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.

        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 ____, 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 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


                                       20
<PAGE>   28


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.




                                       21
<PAGE>   29



        (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 (the "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. 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



                                       22

<PAGE>   30


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 principal amount 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;


                                       23

<PAGE>   31



                  (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;

                  (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 Trust 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
(commencing with the 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



                                       24

<PAGE>   32


                  (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



                                       25

<PAGE>   33



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

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

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




                                       26

<PAGE>   34


                  (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 of 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.





                                       27

<PAGE>   35



     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




                                       28

<PAGE>   36


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 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 except in accordance with this Indenture and the other Basic
Documents.

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

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


                                       29

<PAGE>   37



                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

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

     (A) either

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

     (2) all Notes not theretofore delivered to the Indenture Trustee for
     cancellation have become due and payable and the Issuer has irrevocably
     deposited or caused to be irrevocably deposited with the Indenture Trustee
     cash or direct obligations of or obligations guaranteed by the United
     States of America (which will mature prior to the date such amounts are
     payable), in trust for such purpose, in an amount sufficient to pay and
     discharge the entire indebtedness on


                                       30

<PAGE>   38


             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;

             (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.

     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 3.3, 3.4, 3.5, 3.8, 3.10, 3.12 and 3.13, (v) the rights, obligations
and immunities




                                       31

<PAGE>   39


of the Indenture Trustee hereunder (including the rights of the Indenture
Trustee under Section 6.7 and the obligations of the Indenture Trustee under
Section 4.3), and (vi) the rights of Noteholders as beneficiaries hereof with
respect to the property so deposited with the Indenture Trustee payable to all
or any of them.

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

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

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

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

           (iv) the Issuer has delivered to the Indenture Trustee an Opinion of
      Counsel to the effect that the satisfaction, discharge and defeasance of
      the Notes pursuant to this Section 4.2 will not cause any Noteholder to be
      treated as having



                                       32

<PAGE>   40


      sold or exchanged any of its Notes for purposes of Section 1001 of the
      Code; and

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

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

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


                                       33

<PAGE>   41







                                    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 when
             the same becomes due and payable, 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


<PAGE>   42

                  (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,



                                       34

<PAGE>   43


             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, 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.



                                       35
<PAGE>   44


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

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

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

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

                        (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.



                                       36

<PAGE>   45



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

     (d)  In case there shall be pending, relative to the Issuer or any other
obligor upon the Notes or any




                                       37

<PAGE>   46


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 made, by
             the Indenture Trustee and each predecessor Indenture Trustee,
             except as a result of negligence or bad faith) and of the
             Noteholders allowed in such Proceedings;

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

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



                                       38

<PAGE>   47



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

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

     (e) Nothing herein contained shall be deemed to authorize the Indenture
Trustee to authorize or consent to or vote for or accept or adopt on behalf of
any Noteholder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Noteholder or 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 and attorneys, shall be for the
ratable benefit of the Noteholders in respect of which such judgment has been
recovered.



                                       39


<PAGE>   48



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

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

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

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

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

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

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

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

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

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

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

          (3)  the Indenture Trustee

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

               (y)  the Indenture Trustee obtains the consent of Noteholders of
                    Notes evidencing not less than 66-2/3% of the Note Balance
                    of the Controlling Note Class; or

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

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

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

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




                                       40

<PAGE>   49



     (b) Not withstanding the provisions of Section 8.2, if the Indenture
Trustee collects any money or property pursuant to this Article V, it shall pay
out the money or property in the following order:

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

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

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

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

                  (v)  fifth, to Noteholders of the Class A-2 Notes for amounts
             due and unpaid on the




                                       41

<PAGE>   50


             Class A-2 Notes for principal, ratably, without preference or
             priority of any kind, according to the amounts due and payable on
             the Class A-2 Notes for principal, until the principal amount of
             the outstanding Class A-2 Notes is reduced to zero;

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

                  (vii) seventh, to the Issuer for amounts required to be
             distributed to the Certificateholders pursuant to the Trust
             Agreement and the Sale and Servicing Agreement.

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.

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



                                       42

<PAGE>   51


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

                                       43

<PAGE>   52


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 principal amount of the Notes
Outstanding, 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,

                                       44


<PAGE>   53

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

                                       45

<PAGE>   54


        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, expenses and liabilities for which it will
not be adequately indemnified or might materially adversely affect 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,


                                       46

<PAGE>   55



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

                                       47

<PAGE>   56


compel or secure the performance and observance by the Seller and the Servicer,
as applicable, of each of their obligations to the Issuer under or in connection
with the Sale and Servicing Agreement, or by the Seller and Ford Credit, as
applicable, of each of their obligations under or in connection with the
Purchase Agreement, and to exercise any and all rights, remedies, powers and
privileges lawfully available to the Issuer under or in connection with the Sale
and Servicing Agreement and the Purchase Agreement, as the case may be, to the
extent and in the manner directed by the Indenture Trustee, including the
transmission of notices of default on the part of the Seller, the Servicer or
Ford Credit thereunder and the institution of legal or administrative actions or
proceedings to compel or secure performance by the Seller or the Servicer of
each of their obligations under the Sale and Servicing Agreement or by the
Seller or Ford Credit of each of their obligations under the Purchase Agreement.

     (b) If an Event of Default has occurred and is continuing, the Indenture
Trustee may, and at the direction (which direction shall be in writing or by
telephone, confirmed in writing promptly thereafter) of the Noteholders of Notes
evidencing not less than 66-2/3% 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.


                                       48

<PAGE>   57


                                   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

                                       49

<PAGE>   58


             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 on any 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.

                                       50

<PAGE>   59



     (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 unless it is proved
that the Indenture Trustee was negligent in such reliance.

     (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.

     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

                                       51

<PAGE>   60


in this Indenture or in any document issued in connection with the sale of the
Notes or in the Notes 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 Noteholders.


                                       52

<PAGE>   61



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

     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 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. 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

                                       53

<PAGE>   62


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. The Indenture Trustee
may resign at any time by so notifying the Issuer. The Noteholders of Notes
evidencing not less than a majority in principal amount of the Notes Outstanding
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.

                                       54

<PAGE>   63



     (b) Any successor Indenture Trustee shall deliver a written acceptance of
its appointment to the retiring Indenture Trustee and to the Issuer. Thereupon,
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. 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 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

                                       55

<PAGE>   64


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 anywhere in the Notes or in this Indenture
provided that the certificate of the Indenture Trustee shall have.

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

     (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

                                       56

<PAGE>   65


             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,

                                       57

<PAGE>   66


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.



                                       58

<PAGE>   67


                                   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 so long as (i) the Indenture Trustee is the Note
Registrar or (ii) the Notes are issued as Book-Entry Notes, no such list shall
be required to be furnished.

     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 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.

                                       59


<PAGE>   68



     (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,
____, the Indenture Trustee shall mail to each Noteholder as required by TIA
Section 313(c) a brief report dated as of

                                       60


<PAGE>   69


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.


                                       61

<PAGE>   70

                                  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, the Reserve Account and the Yield Supplement
Account. (a) On or prior to the Closing Date, the Issuer shall cause the
Servicer to establish and maintain the Trust Accounts, the Reserve Account and
the Yield Supplement Account as provided in Sections 4.1, 4.7 and 5.1,
respectively, of the Sale and Servicing Agreement.

     (b) On or before each Distribution Date, the Servicer shall deposit all
Available Funds with respect to the preceding Collection Period in the
Collection Account as provided in Section 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.


                                       62

<PAGE>   71


     (c) On each Distribution Date and Redemption Date, the Indenture Trustee
(or any other Note Paying Agent) shall distribute all amounts deposited in the
Collection Account pursuant to paragraph (b) above to Noteholders in respect
of the Notes to the extent of amounts payable on the Notes for principal and
interest in the following amounts and in the following order of priority (except
as otherwise provided in Section 5.4(b)):

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

           (ii) the Principal Distribution Amount, to the Noteholders of the
      Class A-1 Notes until the principal amount of the outstanding Class A-1
      Notes is reduced to zero; provided that if there are not sufficient funds
      received to pay the principal amount of the outstanding Class A-1 Notes,
      the amounts so received shall be applied to the payment of principal on
      the Class A-1 Notes on a pro rata basis;

           (iii) the Principal Distribution Amount, to the Noteholders of the
      Class A-2 Notes until the principal amount of the outstanding Class A-2
      Notes is reduced to zero; provided that if there are not sufficient funds
      received to pay the principal amount of the outstanding Class A-2 Notes,
      the amounts so received shall be applied to the payment of principal on
      the Class A-2 Notes on a pro rata basis; and

           (iv) the Principal Distribution Amount, to the Noteholders of the
      Class A-3 Notes until the principal amount of the outstanding Class A-3
      Notes is reduced to zero; provided that if there are not sufficient funds
      received to pay the principal amount of the outstanding Class A-3 Notes,
      the amounts so received shall be applied to the payment of principal on
      the Class A-3 Notes on a pro rata basis.

                                       63


<PAGE>   72

     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, the Payahead Account, the
Reserve Account and the Yield Supplement Account shall be invested by the
Indenture Trustee at the direction of the Servicer in Permitted Investments as
provided in Sections 4.1, 4.7 and 5.1 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, the Reserve
Account and the Yield Supplement Account shall be withdrawn by the Indenture
Trustee from such accounts (but only under the circumstances set forth in the
Sale and Servicing Agreement in the case of the Reserve Account and the Yield
Supplement Account) and distributed as provided in Sections 4.1, 4.7 and 5.1 of
the Sale and Servicing Agreement. The Servicer shall not direct the Indenture
Trustee to make any investment of any funds or to sell any investment held in
any of the Trust Accounts or in the Reserve Account or the Yield Supplement
Account 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 to the Indenture Trustee to make any such investment or sale, if
requested by the Indenture Trustee, the Issuer shall deliver to the Indenture
Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such
effect.

     (b) Subject to Section 6.1(c), the Indenture Trustee shall not in any way
be held liable by reason of any insufficiency in any of the Trust Accounts or in
the Reserve Account or the Yield Supplement Account resulting from any loss on
any Eligible 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.

     (c) If (i) the Servicer shall have failed to give investment directions for
any funds on deposit in the Collection Account, the Payahead Account, the
Reserve Account or the Yield Supplement Account to the Indenture Trustee by
11:00 a.m. New York Time (or such other time

                                       64

<PAGE>   73


as may be agreed by the Issuer and Indenture Trustee) on the Business Day
preceding each Distribution Date or (ii) to the knowledge of a Trustee Officer
of the Indenture Trustee, a Default or Event of Default shall have occurred and
be continuing with respect to the Notes but the Notes shall not have been
declared due and payable pursuant to Section 5.2 or (iii) if such 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
the Indenture Trustee shall, to the fullest extent practicable, invest and
reinvest funds in the Collection Account, the Payahead Account, the Reserve
Account or the Yield Supplement Account, as the case may be, in one or more
Permitted Investments described in clause (b) of the definition thereof.

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

     (b) The Indenture Trustee shall, at such time as there are no Notes
Outstanding and all sums due the Indenture Trustee pursuant to Section 6.7 have
been paid in full, release any remaining portion of the Indenture Trust Estate
that secured the Notes from the lien of this Indenture and release to the Issuer
or any other Person entitled thereto any funds then on deposit in the Trust
Accounts. The Indenture Trustee shall release property from the lien of this
Indenture pursuant to this Section 8.4(b) only upon receipt of an Issuer Request
accompanied by an Officer's Certificate, 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.

                                       65


<PAGE>   74

     (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.


                                       66

<PAGE>   75


                                   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 sup-

                                       67


<PAGE>   76


             plemental indenture; provided that such action shall not
             materially adversely affect the interests of the Noteholders;

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

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

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

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

                                       68

<PAGE>   77


     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 with the consent of the Noteholders
of Notes evidencing not less than a majority of the principal amount of the
Notes Outstanding, by Act of such Noteholders delivered to the Issuer and the
Indenture Trustee, enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to, or changing in any manner or
eliminating any of the provisions of, this Indenture or modifying in any manner
the rights of the Noteholders under this Indenture; provided, however, that (i)
the Rating Agency Condition shall have been satisfied with respect to such
action and (ii) such action shall not, as evidenced by an Opinion of Counsel,
cause the Issuer to be characterized for federal or any then Applicable Tax
State income tax purposes as an association taxable as a corporation or
otherwise have any material adverse impact on the federal or any then Applicable
Tax State income taxation of any Notes Outstanding or outstanding Certificates
or any Noteholder or Certificateholder; and provided, further, that no such
supplemental indenture shall, without the consent of the Noteholder of each
Outstanding Note affected thereby:

                  (i) 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);

                                       69

<PAGE>   78


                  (ii) reduce the percentage of the principal amount of the
             Notes Outstanding, 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 hereunder
             and their consequences provided for in this Indenture;

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

                  (iv) reduce the percentage of the principal amount of the
             Notes Outstanding or of the Controlling Note Class required to
             direct the Indenture Trustee to sell or liquidate 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;

                  (v) modify any provision of this Indenture specifying a
             percentage of the aggregate principal amount 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;

                  (vi) 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

                  (vii)  permit the creation of any lien ranking prior to or on
             a parity with the lien

                                       70

<PAGE>   79


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

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

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

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

                                       71

<PAGE>   80


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.


                                       72



<PAGE>   81

                                    ARTICLE X

                               REDEMPTION OF NOTES

     SECTION 10.1. Redemption. The Notes are subject to redemption in whole,
but not in part, at the direction of the Servicer pursuant to Section 9.1(a) 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(a), 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 Certificate Balance of the Certificates plus accrued and unpaid
interest thereon. The Servicer or the Issuer shall furnish the Rating Agencies
and the Noteholders notice of such redemption. If the 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 not later than twenty (20) days
prior to the Redemption Date and the Issuer shall deposit by 10:00 A.M. (New
York City time) on the Redemption Date with the Indenture Trustee in the Note
Payment Account the Redemption Price of the Notes to be redeemed, whereupon all
such 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 ten (10) days prior to the applicable Redemption Date, to each

                                       73

<PAGE>   82


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; and

                    (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).

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.




                                       74



<PAGE>   83

                                   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.

                                       75

<PAGE>   84



     (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 im-

                                       76

<PAGE>   85


             pair 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, the Reserve Account and the Yield Supplement 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

                                       77

<PAGE>   86


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

                                       78

<PAGE>   87


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
             pur-

                                       79

<PAGE>   88


             pose 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 ____-_, in care of _________________,
             __________________________________, Delaware _____, Attention:
             Corporate Trust Department, with a copy to the Administrator at One
             American Road, Dearborn, Michigan 48121, Attention:
             ___________________, 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 and
(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.

     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

                                       80

<PAGE>   89


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 to
be included in this Indenture by any of the provisions of the Trust Indenture
Act, such required provision shall control.



                                       81

<PAGE>   90



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

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

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

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

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

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



                                       82

<PAGE>   91



     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 its individual capacity, (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 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 in its
individual capacity, 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 capacity), 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.


                                       83
<PAGE>   92
     SECTION 11.17. No Petition; Subordination; Claims Against Seller.
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



                           (i) they will not at any time institute against the
                  Seller or the Issuer, or join in any institution against the
                  Seller or the Issuer of, any bankruptcy, reorganization,
                  arrangement, insolvency or liquidation proceedings, or other
                  proceedings under any United States federal or State
                  bankruptcy or similar law in connection with any obligations
                  relating to the Notes, this Indenture or any of the other
                  Basic Documents;

                           (ii) any claim that they may have at any time against
                  the Series Assets of any Series unrelated to the Notes, and
                  any claim they have at any time against the Seller that they
                  may seek to enforce against the Series Assets of any Series
                  unrelated to the Notes, shall be subordinate to the payment in
                  full, including post-petition interest, in the event that the
                  Seller becomes a debtor or debtor in possession in a case
                  under any applicable federal or state bankruptcy, insolvency
                  or other similar law now or hereafter in effect or otherwise
                  subject to any insolvency, reorganization, liquidation,
                  rehabilitation or other similar proceedings, of the claims of
                  the holders of any Securities related to such unrelated Series
                  and the holders of any other notes, bonds, contracts or other
                  obligations that are related to such unrelated Series; and

                           (iii) they hereby irrevocably make the election
                  afforded by Title 11 United States Code Section
                  1111(b)(1)(A)(i) to secured creditors to receive the treatment
                  afforded by Title 11 United States Code Section 1111(b)(2)
                  with respect to any secured claim that they may have at any
                  time against the Seller. The obligations of the Seller under
                  this Indenture are limited to the related Series and the
                  related Series Assets.


     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.




                                       84

<PAGE>   93



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


                           FORD CREDIT AUTO OWNER TRUST   -
                                                        -- ---

                           By:                          ,
                              --------------------------  ------------------
                                not in its individual
                                capacity but solely as Owner
                                Trustee



                                By:
                                   --------------------------
                                   Name:
                                   Title:


                                                     ,
                           --------------------------
                           not in its individual
                           capacity but solely as
                           Indenture Trustee



                                By:
                                   --------------------------
                                   Name:
                                   Title:



                                       85

<PAGE>   94


STATE OF NEW YORK   )
                    ) ss.:
COUNTY OF NEW YORK  )


     BEFORE ME, the undersigned authority, a Notary Public in and for said
county and state, on this day personally appeared              , known to me to
be the person and officer whose name is subscribed to the foregoing instrument
and acknowledged to me that the same was the act of the said FORD CREDIT AUTO
OWNER TRUST     - , a Delaware business trust, for the purpose and consideration
therein expressed, and in the capacities therein stated.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE, this        day of         ,     .



                                                ------------------------------
                                                Notary Public in and for the
                                                State of New York.

[Seal]

My commission expires:

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


                                       86
<PAGE>   95


STATE OF NEW YORK   )
                    ) ss.:
COUNTY OF NEW YORK  )


     BEFORE ME, the undersigned authority, a Notary Public in and for said
county and state, on this day personally appeared              , known to me to
be the person and officer whose name is subscribed to the foregoing instrument
and acknowledged to me that the same was the act of                 , a
          banking corporation, and that such person executed the same as the act
of said corporation for the purpose and consideration therein stated.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE, this         day of           ,
     .



                                             -----------------------------
                                             Notary Public in and for the State
                                             of New York.

[Seal]

My commission expires:

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


                                       87
<PAGE>   96



                                                                     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.



REGISTERED                                                              $_______

No.                                                        CUSIP NO.____________


                     FORD CREDIT AUTO OWNER TRUST _____-__

                       ____% CLASS A-1 ASSET BACKED NOTES

     Ford Credit Auto Owner Trust _____-__, 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 _____________________ DOLLARS payable
on each Distribution Date in an amount equal to the result obtained by
multiplying (i) a fraction the numerator of which is $[INSERT INITIAL PRINCIPAL
AMOUNT OF NOTE] and the denominator of which is $_______________ by (ii) the
aggregate amount, if any, payable to Class A-1 Noteholders on such Distribution
Date from the Note Payment Account in respect of principal on the Notes pursuant
to Section 3.1 of the Indenture dated as of _______ __, ____, (as from


                                      A-1-1
<PAGE>   97


time to time amended, supplemented or otherwise modified and in effect, the
"Indenture") between the Issuer and __________, a ___________ banking
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 ____________ Distribution Date (the "Class
A-1 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 previous Distribution Date (or, in
the case of the initial Distribution Date, from the Closing Date) to but
excluding such Distribution Date (each, an "Accrual Period"). 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.


                                      A-1-2

<PAGE>   98




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


               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]



                                      A-1-3

<PAGE>   99




     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:

                                      FORD CREDIT AUTO OWNER TRUST     - ,

                                      By:                              ,
                                         ------------------------------
                                         not in its individual capacity but
                                         solely as Owner Trustee under the Trust
                                         Agreement


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



                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date:
                                                                        ,
                                      ----------------------------------
                                      not in its individual capacity but
                                      solely as Indenture Trustee


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




                                      A-1-4
<PAGE>   100


                               [REVERSE OF NOTE]

     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its _____% Class A-1 Asset Backed Notes (the "Class A-1E Notes")
which, together with the Issuer's _____% Class A-2 Asset Backed Notes (the
"Class A-2 Notes") and _____% Class A-3 Asset Backed Notes (the "Class A-3
Notes" and, together with the Class A-1 Notes and the Class A-2 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 senior in right of payment to the Class A-2 Notes and the Class
A-3 Notes as and to the extent provided in 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
_________ day of each month, or, if any such day is not a Business Day, the next
succeeding Business Day, commencing _________ __, _____.

     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-1 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 Notes Outstanding 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.


                                      A-1-5

<PAGE>   101



     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 by check mailed 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, except that 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 checks shall be mailed to the Person entitled thereto at
the address of such Person as it appears on the Note Register as of the
applicable Record Date 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 Notes may be redeemed, in whole or 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


                                      A-1-6
<PAGE>   102


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 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 (a) such Noteholder or Note Owner will not at
any time institute against the Seller or the Issuer, or join in any institution
against the Seller or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under any United States
federal or state bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or the Basic Documents and (b) any claim
that such Noteholder or Note Owner may have at any time against the Series
Assets of any Series unrelated to the Notes, and any claim that such Noteholder
or Note Owner may have against the Seller that such Noteholder or Note Owner may
seek to enforce against the Series Assets of any Series unrelated to the Notes,
shall be subordinate to the payment in full, including post-petition interest,
in the event that the Seller becomes a debtor or debtor in possession in a case
under any applicable federal or state bankruptcy, insolvency or other similar
law now or hereafter in effect or otherwise subject to any insolvency,
reorganization, liquidation, rehabilitation or other similar proceedings, of the
claims of the holders of any Securities related to such unrelated Series and the
holders of any other notes, bonds, contracts or other obligations that are
related to such unrelated Series. The obligations of the Seller represented by
this Note are limited to the related Series and the related Series Assets.

EACH NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A NOTE OR, IN THE CASE OF A NOTE
OWNER, A BENEFICIAL INTEREST IN A NOTE, HEREBY IRREVOCABLY MAKES THE ELECTION
AFFORDED BY TITLE 11 UNITED STATES CODE SECTION 1111(b)(1)(A)(i) TO SECURED
CREDITORS TO RECEIVE THE TREATMENT AFFORDED BY TITLE 11 UNITED STATES CODE
SECTION 1111(b)(2) WITH RESPECT TO ANY SECURED CLAIM THAT SUCH NOTEHOLDER OR
NOTE OWNER MAY HAVE AT ANY TIME AGAINST THE SELLER.




                                      A-1-7

<PAGE>   103


     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), agrees 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 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 Notes Outstanding. The Indenture also
contains provisions permitting the Noteholders of Notes evidencing specified
percentages of the principal amount of the Notes Outstanding, 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


                                      A-1-8
<PAGE>   104


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 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.

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

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

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

     This Note and the Indenture shall be governed by, and construed in
accordance with the laws of the State of New York.

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

     Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of ________________, in its individual
capacity, ______________________ 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


                                      A-1-9

<PAGE>   105



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.



                                     A-1-10

<PAGE>   106


                                   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.





                                     A-1-11


<PAGE>   107



                                                                     EXHIBIT A-2


                            [FORM OF CLASS A-2 NOTE]

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

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


REGISTERED                                                               $_____

No.                                                         CUSIP NO.__________


                     FORD CREDIT AUTO OWNER TRUST _____-__

                       ____% CLASS A-2 ASSET BACKED NOTES

     Ford Credit Auto Owner Trust _____-__, 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 _____________________ DOLLARS payable
on each Distribution Date in an amount equal to the result obtained by
multiplying (i) a fraction the numerator of which is $[INSERT INITIAL PRINCIPAL
AMOUNT OF NOTE] and the denominator of which is $_______________ by (ii) the
aggregate amount, if any, payable to Class A-2 Noteholders on such Distribution
Date from the Note Payment Account in respect of principal on the Notes pursuant
to Section 3.1 of the Indenture dated as of _______ __, ____, (as from



                                      A-2-1

<PAGE>   108


time to time amended, supplemented or otherwise modified and in effect, the
"Indenture") between the Issuer and __________, a ___________ banking
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 ____________ Distribution Date (the "Class
A-2 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 previous Distribution Date (or, in
the case of the initial Distribution Date, from the Closing Date) to but
excluding such Distribution Date (each, an "Accrual Period"). 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.




                                      A-2-2

<PAGE>   109


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


               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]




                                      A-2-3
<PAGE>   110



     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:

                                  FORD CREDIT AUTO OWNER TRUST    - ,

                                  By:                                        ,
                                      ---------------------------------------
                                      not in its individual capacity but solely
                                      as Owner Trustee under the Trust
                                      Agreement


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


                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date:                                                                    ,
                                   --------------------------------------
                                   not in its individual capacity but solely
                                   as Indenture Trustee


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






                                      A-2-4

<PAGE>   111



                               [REVERSE OF NOTE]

     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its _____% Class A-2 Asset Backed Notes (the "Class A-2 Notes")
which, together with the Issuer's _____% Class A-1 Asset Backed Notes (the
"Class A-1 Notes") and _____% Class A-3 Asset Backed Notes (the "Class A-3
Notes" and, together with the Class A-1 Notes and the Class A-2 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 in right of payment to the Class A-1 Notes and senior
in right of payment to the Class A-3 Notes, each as and to the extent provided
in 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
_________ day of each month, or, if any such day is not a Business Day, the next
succeeding Business Day, commencing _________ __, _____.

     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-2 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 Notes Outstanding 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.


                                      A-2-5

<PAGE>   112



     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 by check mailed 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, except that 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 checks shall be mailed to the Person entitled thereto at
the address of such Person as it appears on the Note Register as of the
applicable Record Date 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 Notes may be redeemed, in whole or 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


                                      A-2-6

<PAGE>   113


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 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 (a) such Noteholder or Note Owner will not at
any time institute against the Seller or the Issuer, or join in any institution
against the Seller or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under any United States
federal or state bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or the Basic Documents and (b) any claim
that such Noteholder or Note Owner may have at any time against the Series
Assets of any Series unrelated to the Notes, and any claim that such Noteholder
or Note Owner may have against the Seller that such Noteholder or Note Owner may
seek to enforce against the Series Assets of any Series unrelated to the Notes,
shall be subordinate to the payment in full, including post-petition interest,
in the event that the Seller becomes a debtor or debtor in possession in a case
under any applicable federal or state bankruptcy, insolvency or other similar
law now or hereafter in effect or otherwise subject to any insolvency,
reorganization, liquidation, rehabilitation or other similar proceedings, of the
claims of the holders of any Securities related to such unrelated Series and the
holders of any other notes, bonds, contracts or other obligations that are
related to such unrelated Series. The obligations of the Seller represented by
this Note are limited to the related Series and the related Series Assets.

EACH NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A NOTE OR, IN THE CASE OF A NOTE
OWNER, A BENEFICIAL INTEREST IN A NOTE, HEREBY IRREVOCABLY MAKES THE ELECTION
AFFORDED BY TITLE 11 UNITED STATES CODE SECTION 1111(b)(1)(A)(i) TO SECURED
CREDITORS TO RECEIVE THE TREATMENT AFFORDED BY TITLE 11 UNITED STATES CODE
SECTION 1111(b)(2) WITH RESPECT TO ANY SECURED CLAIM THAT SUCH NOTEHOLDER OR
NOTE OWNER MAY HAVE AT ANY TIME AGAINST THE SELLER.


                                      A-2-7

<PAGE>   114

     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), agrees 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 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 Notes Outstanding. The Indenture also
contains provisions permitting the Noteholders of Notes evidencing specified
percentages of the principal amount of the Notes Outstanding, 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


                                      A-2-8

<PAGE>   115


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 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.

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

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

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

     This Note and the Indenture shall be governed by, and construed in
accordance with the laws of the State of New York.

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

     Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of ________________, in its individual
capacity, ______________________ 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


                                      A-2-9

<PAGE>   116


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.



                                     A-2-10

<PAGE>   117


                                   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.



                                     A-2-11


<PAGE>   118


                                                                     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                                                               $_____

No.                                                         CUSIP NO.__________



                     FORD CREDIT AUTO OWNER TRUST _____-__

                       ____% CLASS A-3 ASSET BACKED NOTES

     Ford Credit Auto Owner Trust _____-__, 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 _____________________ DOLLARS payable
on each Distribution Date in an amount equal to the result obtained by
multiplying (i) a fraction the numerator of which is $[INSERT INITIAL PRINCIPAL
AMOUNT OF NOTE] and the denominator of which is $_______________ by (ii) the
aggregate amount, if any, payable to Class A-3 Noteholders on such Distribution
Date from the Note Payment Account in respect of principal on the Notes pursuant
to Section 3.1 of the Indenture dated as of _______ __, ____, (as from



                                      A-3-1


<PAGE>   119


time to time amended, supplemented or otherwise modified and in effect, the
"Indenture") between the Issuer and __________, a ___________ banking
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 ____________ Distribution Date (the "Class
A-3 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 previous Distribution Date (or, in
the case of the initial Distribution Date, from the Closing Date) to but
excluding such Distribution Date (each, an "Accrual Period"). 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.




                                      A-3-2

<PAGE>   120


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


               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]





                                      A-3-3

<PAGE>   121


     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:

                                  FORD CREDIT AUTO OWNER TRUST    - ,

                                  By:                                        ,
                                      ---------------------------------------
                                      not in its individual capacity but solely
                                      as Owner Trustee under the Trust
                                      Agreement


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


                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date:
                                                                         ,
                                  --------------------------------------
                                  not in its individual capacity but solely
                                  as Indenture Trustee

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





                                      A-3-4

<PAGE>   122


                               [REVERSE OF NOTE]

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

     The Class A-3 Notes are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture. The Class
A-3 Notes are subordinated in right of payment to the Class A-1 Notes and the
Class A-2 Notes as and to the extent provided in 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
_________ day of each month, or, if any such day is not a Business Day, the next
succeeding Business Day, commencing _________ __, _____.

     As described on the face hereof, the entire unpaid principal amount of this
Note shall be due and payable on the earlier of the Class A-3 Final Scheduled
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 Notes Outstanding 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.



                                      A-3-5

<PAGE>   123



     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 by check mailed 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, except that 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 checks shall be mailed to the Person entitled thereto at
the address of such Person as it appears on the Note Register as of the
applicable Record Date 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 Notes may be redeemed, in whole or 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


                                      A-3-6


<PAGE>   124


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 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 (a) such Noteholder or Note Owner will not at
any time institute against the Seller or the Issuer, or join in any institution
against the Seller or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under any United States
federal or state bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or the Basic Documents and (b) any claim
that such Noteholder or Note Owner may have at any time against the Series
Assets of any Series unrelated to the Notes, and any claim that such Noteholder
or Note Owner may have against the Seller that such Noteholder or Note Owner may
seek to enforce against the Series Assets of any Series unrelated to the Notes,
shall be subordinate to the payment in full, including post-petition interest,
in the event that the Seller becomes a debtor or debtor in possession in a case
under any applicable federal or state bankruptcy, insolvency or other similar
law now or hereafter in effect or otherwise subject to any insolvency,
reorganization, liquidation, rehabilitation or other similar proceedings, of the
claims of the holders of any Securities related to such unrelated Series and the
holders of any other notes, bonds, contracts or other obligations that are
related to such unrelated Series. The obligations of the Seller represented by
this Note are limited to the related Series and the related Series Assets.

EACH NOTEHOLDER OR NOTE OWNER, BY ACCEPTANCE OF A NOTE OR, IN THE CASE OF A NOTE
OWNER, A BENEFICIAL INTEREST IN A NOTE, HEREBY IRREVOCABLY MAKES THE ELECTION
AFFORDED BY TITLE 11 UNITED STATES CODE SECTION 1111(b)(1)(A)(i) TO SECURED
CREDITORS TO RECEIVE THE TREATMENT AFFORDED BY TITLE 11 UNITED STATES CODE
SECTION 1111(b)(2) WITH RESPECT TO ANY SECURED CLAIM THAT SUCH NOTEHOLDER OR
NOTE OWNER MAY HAVE AT ANY TIME AGAINST THE SELLER.




                                      A-3-7
<PAGE>   125
     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), agrees 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 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 Notes Outstanding. The Indenture also
contains provisions permitting the Noteholders of Notes evidencing specified
percentages of the principal amount of the Notes Outstanding, 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


                                      A-3-8

<PAGE>   126


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 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.

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

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

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

     This Note and the Indenture shall be governed by, and construed in
accordance with the laws of the State of New York.

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

     Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of ________________, in its individual
capacity, ______________________ 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


                                      A-3-9

<PAGE>   127


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.



                                     A-3-10

<PAGE>   128






                                   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.





                                     A-3-11
<PAGE>   129



                                                                       EXHIBIT B


                      [FORM OF NOTE DEPOSITORY AGREEMENT]



                                       B-1

<PAGE>   130



                                                                      SCHEDULE A


                             Schedule of Receivables

               [Provided to the Indenture Trustee at the Closing]



                                      SA-1
<PAGE>   131



                                                                      APPENDIX A




                              Definitions and Usage




                                      AA-1