SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549




                                    FORM 8-K

                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) August 7, 2000


                     FORD CREDIT AUTO OWNER TRUST 2000-D
              (Ford Credit Auto Receivables Two L.P. - Originator)
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                  333-82895              38-3295857
-----------------------     -----------------------  -------------------
(State or other juris-      (Commission File Number   (IRS Employer
 diction of incorporation          Number)           Identification No.)

One American Road, Dearborn, Michigan                        48126
----------------------------------------                   ----------
(Address of principal executive offices)                   (Zip Code)


Registrant's telephone number, including area code 313-322-3000


<PAGE>

ITEM 5. Other Events.

       In connection with the issuance by Ford Credit Auto Owner Trust 2000-D
(the "Trust") of Asset Backed Securities pursuant to the Prospectus dated
April 11, 2000 and the Prospectus Supplement dated July 18, 2000 filed
with the Securities and Exchange Commission pursuant to its Rule 424(b)(2),
Ford Credit Auto Receivables Two L.P. ("FCARTLP") is filing the exhibits listed
below to this Current Report on Form 8-K which are incorporated by reference
herein.


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

                           EXHIBITS


DESIGNATION              DESCRIPTION                  METHOD OF FILING
-----------              -----------                  ----------------
Exhibit 4.1       Conformed copy of the Indenture     Filed with this Report.
                  dated as of July 1, 2000 between
                  the Trust and The Chase Manhattan
                  Bank (the "Indenture Trustee").

Exhibit 4.2       Conformed copy of the Amended and   Filed with this Report.
                  Restated Trust Agreement dated as
                  of July 1, 2000 among FCARTLP,
                  The Bank of New York, as owner
                  trustee, and The Bank of New York
                  (Delaware), as Delaware trustee.

Exhibit 8.1       Opinion of Skadden, Arps, Slate,    Filed with this Report.
                  Meagher & Flom LLP with respect
                  to certain federal income tax
                  matters.

Exhibit 8.2       Opinion of H. D. Smith, Secretary   Filed with this Report.
                  and Corporate Counsel of Ford
                  Motor Credit Company ("Ford Credit")
                  relating to certain Michigan tax
                  matters.
<PAGE>
EXHIBITS (cont.)

DESIGNATION              DESCRIPTION                  METHOD OF FILING
-----------              -----------                  ----------------
Exhibit 23.1      Consent of Skadden, Arps, Slate,    Filed with this Report.
                  Meagher & Flom LLP (included as
                  part of Exhibit 8.1).

Exhibit 23.2      Consent of H.D. Smith, Secretary    Filed with this Report.
                  and Corporate Counsel of Ford
                  Credit (included as part of
                  Exhibit 8.2).

Exhibit 99.1      Conformed copy of the Sale and      Filed with this Report.
                  Servicing Agreement dated as of
                  July 1, 2000 among FCARTLP,
                  Ford Credit and the Trust.

Exhibit 99.2      Conformed copy of the               Filed with this Report.
                  Administration Agreement dated
                  as of July 1, 2000 among Ford
                  Credit, as administrator, the
                  Indenture Trustee and the Trust.

Exhibit 99.3      Conformed copy of the Purchase      Filed with this Report.
                  Agreement dated as of July 1,
                  2000 between Ford Credit and
                  FCARTLP.

Exhibit 99.4      Appendix A - Defined Terms          Filed with this Report.



                              SIGNATURE


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized on the date indicated.


                                        Ford Credit Auto Receivables Two L.P.
                                                     (Registrant)

                                        By:  Ford Credit Auto Receivables
                                             Two, Inc., General Partner


Date:  August 7, 2000                          By:/s/ E.E. Smith-Sulfaro
                                                 -------------------
                                                 Assistant Secretary



<PAGE>




                          EXHIBIT INDEX


DESIGNATION              DESCRIPTION
-----------              -----------
Exhibit 4.1       Conformed copy of the Indenture
                  dated as of July 1, 2000 between
                  the Trust and the Indenture Trustee.

Exhibit 4.2       Conformed copy of the Amended and
                  Restated Trust Agreement dated as
                  of July 1, 2000 among FCARTLP,
                  The Bank of New York, as owner
                  trustee, and The Bank of New York
                  (Delaware), as Delaware trustee.

Exhibit 8.1       Opinion of Skadden, Arps, Slate,
                  Meagher & Flom LLP with respect
                  to certain federal income tax
                  matters.

Exhibit 8.2       Opinion of H. D. Smith, Secretary
                  and Corporate Counsel of Ford
                  Credit relating to certain Michigan tax
                  matters.
<PAGE>
EXHIBITS (cont.)

DESIGNATION              DESCRIPTION
-----------              -----------
Exhibit 23.1      Consent of Skadden, Arps, Slate,
                  Meagher & Flom LLP (included as
                  part of Exhibit 8.1).

Exhibit 23.2      Consent of H.D. Smith, Secretary
                  and Corporate Counsel of Ford
                  Credit (included as part of
                  Exhibit 8.2).

Exhibit 99.1      Conformed copy of the Sale and
                  Servicing Agreement dated as of
                  July 1, 2000 among FCARTLP,
                  Ford Credit and the Trust.

Exhibit 99.2      Conformed copy of the
                  Administration Agreement dated
                  as of July 1, 2000 among Ford
                  Credit, as administrator, the
                  Indenture Trustee and the Trust.

Exhibit 99.3      Conformed copy of the Purchase
                  Agreement dated as of July 1,
                  2000 between Ford Credit and
                  FCARTLP.

Exhibit 99.4      Appendix A - Defined Terms

<PAGE>
                                                                     Exhibit 4.1

                                    INDENTURE

                                     between

                      FORD CREDIT AUTO OWNER TRUST 2000-D,
                                    as Issuer

                                       and

                            THE CHASE MANHATTAN BANK,
                              as Indenture Trustee

                            Dated as of July 1, 2000









<PAGE>


                             CROSS REFERENCE TABLE1
                              ---------------------
<TABLE>
<CAPTION>
<S>                                                                                         <C>

  TIA                                                                                       Indenture
Section                                                                                      Section

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





                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                                                                                                <C>
                                   ARTICLE I
DEFINITIONS, USAGE AND INCORPORATION BY REFERENCE...................................................3
SECTION 1.1  Definitions and Usage..................................................................3
SECTION 1.2  Incorporation by Reference of Trust Indenture Act......................................3

                                          ARTICLE II
THE NOTES...........................................................................................3
SECTION 2.1  Form of Notes..........................................................................3
SECTION 2.2  Execution, Authentication and Delivery.................................................4
SECTION 2.3  Temporary Notes........................................................................7
SECTION 2.4  Tax Treatment..........................................................................7
SECTION 2.5  Registration of Transfer and Exchange of Securities. ..................................8
SECTION 2.6  Mutilated, Destroyed, Lost or Stolen Notes.............................................9
SECTION 2.7  Persons Deemed Owners.................................................................10
SECTION 2.8  Payment of Principal and Interest; Defaulted Interest.................................10
SECTION 2.9  Cancellation..........................................................................11
SECTION 2.10  Release of Collateral................................................................12
SECTION 2.11  Book-Entry Notes.....................................................................12
SECTION 2.12  Notices to Clearing Agency...........................................................13
SECTION 2.13  Definitive Notes.....................................................................13
SECTION 2.14  Authenticating Agents................................................................14

                                   ARTICLE III
COVENANTS..........................................................................................15
SECTION 3.1  Payment of Principal and Interest.....................................................15
SECTION 3.2  Maintenance of Office or Agency.......................................................15
SECTION 3.3  Money for Payments To Be Held in Trust................................................15
SECTION 3.4  Existence.............................................................................17
SECTION 3.5  Protection of Indenture Trust Estate..................................................17
SECTION 3.6  Opinions as to Indenture Trust Estate.................................................18
SECTION 3.7  Performance of Obligations; Servicing of Receivables..................................18
SECTION 3.8  Negative Covenants....................................................................20
SECTION 3.9  Annual Statement as to Compliance.....................................................21
SECTION 3.10  Issuer May Consolidate, etc., Only on Certain Terms..................................21
SECTION 3.11  Successor or Transferee..............................................................23
SECTION 3.12  No Other Business....................................................................24
SECTION 3.13  No Borrowing.........................................................................24
SECTION 3.14  Servicer's Obligations...............................................................24
SECTION 3.15  Guarantees, Loans, Advances and Other Liabilities....................................24
SECTION 3.16  Capital Expenditures.................................................................24
SECTION 3.17  Further Instruments and Acts.........................................................24
SECTION 3.18  Restricted Payments..................................................................24
SECTION 3.19  Calculation Agent....................................................................25
SECTION 3.20  Notice of Events of Default..........................................................26
SECTION 3.21  Removal of Administrator.............................................................26
<PAGE>

                                   ARTICLE IV
SATISFACTION AND DISCHARGE.........................................................................27
SECTION 4.1  Satisfaction and Discharge of Indenture...............................................27
SECTION 4.2  Satisfaction, Discharge and Defeasance of Notes.......................................28
SECTION 4.3  Application of Trust Money............................................................29
SECTION 4.4  Repayment of Monies Held by Note Paying Agent.........................................29

                                    ARTICLE V
REMEDIES...........................................................................................30
SECTION 5.1  Events of Default.....................................................................30
SECTION 5.2  Acceleration of Maturity; Rescission and Annulment....................................31
SECTION 5.3  Collection of Indebtedness and Suits for Enforcement by Indenture
                  Trustee..........................................................................32
SECTION 5.4  Remedies; Priorities..................................................................35
SECTION 5.5  Optional Preservation of the Receivables..............................................38
SECTION 5.6  Limitation of Suits...................................................................39
SECTION 5.7  Unconditional Rights of Noteholders To Receive Principal and
                  Interest.........................................................................40
SECTION 5.8  Restoration of Rights and Remedies....................................................40
SECTION 5.9  Rights and Remedies Cumulative........................................................40
SECTION 5.10  Delay or Omission Not a Waiver.......................................................40
SECTION 5.11  Control by Controlling Note Class of Noteholders.....................................40
SECTION 5.12  Waiver of Past Defaults..............................................................41
SECTION 5.13  Undertaking for Costs................................................................42
SECTION 5.14  Waiver of Stay or Extension Laws.....................................................42
SECTION 5.15  Action on Notes......................................................................42
SECTION 5.16  Performance and Enforcement of Certain Obligations...................................42

                                   ARTICLE VI
THE INDENTURE TRUSTEE..............................................................................44
SECTION 6.1  Duties of Indenture Trustee...........................................................44
SECTION 6.2  Rights of Indenture Trustee...........................................................45
SECTION 6.3  Individual Rights of Indenture Trustee................................................46
SECTION 6.4  Indenture Trustee's Disclaimer........................................................46
SECTION 6.5  Notice of Defaults....................................................................46
SECTION 6.6  Reports by Indenture Trustee to Noteholders...........................................47
SECTION 6.7  Compensation and Indemnity............................................................47
SECTION 6.8  Replacement of Indenture Trustee......................................................48
SECTION 6.9  Successor Indenture Trustee by Merger.................................................49
SECTION 6.10  Appointment of Co-Indenture Trustee or Separate Indenture
                   Trustee.........................................................................49
SECTION 6.11  Eligibility; Disqualification........................................................51
SECTION 6.13  Interest Rate Swap Provisions........................................................52
<PAGE>

                                   ARTICLE VII

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

                                  ARTICLE VIII
ACCOUNTS, DISBURSEMENTS AND RELEASES...............................................................56
SECTION 8.1  Collection of Money...................................................................56
SECTION 8.2  Trust Accounts and Payahead Account...................................................56
SECTION 8.3  General Provisions Regarding Accounts.................................................61
SECTION 8.4  Release of Indenture Trust Estate.....................................................62
SECTION 8.5  Opinion of Counsel....................................................................63

                                   ARTICLE IX
SUPPLEMENTAL INDENTURES............................................................................64
SECTION 9.1  Supplemental Indentures Without Consent of Noteholders................................64
SECTION 9.2   Supplemental Indentures with Consent of Noteholders..................................65
SECTION 9.3  Execution of Supplemental Indentures..................................................67
SECTION 9.4  Effect of Supplemental Indenture......................................................67
SECTION 9.5  Conformity with Trust Indenture Act...................................................68
SECTION 9.6  Reference in Notes to Supplemental Indentures.........................................68


                                    ARTICLE X
REDEMPTION OF NOTES................................................................................69
SECTION 10.1  Redemption...........................................................................69
SECTION 10.2  Form of Redemption Notice............................................................69
SECTION 10.3  Notes Payable on Redemption Date.....................................................70
<PAGE>

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

</TABLE>

Exhibit  A-1 - Form of Class  A-1  Note
Exhibit  A-2 - Form of  Class  A-2 Note
Exhibit  A-3 - Form of Class  A-3  Note
Exhibit  A-4 - Form of  Class  A-4 Note
Exhibit  A-5 - Form of Class A-5 Note
Exhibit B - Form of Class B Note  Exhibit
VPTN - Form of  Variable  Pay  Term  Note
Exhibit  C - Form of Note  Depository Agreement
Exhibit  D - Form  of  Investment  Letter  - VPTN -  QIBs
Exhibit  E - Form  of Investment  Letter  -- VPTN - IAIs
Exhibit  F - Form of  Rule  144A  Transferor Certificate - VPTN
Schedule A - Schedule of Receivables
Appendix A - Definitions and Usage


<PAGE>


                  INDENTURE,  dated as of July 1,  2000,  (as from  time to time
amended,  supplemented or otherwise  modified and in effect,  this  "Indenture")
between  FORD CREDIT AUTO OWNER TRUST  2000-D,  a Delaware  business  trust,  as
Issuer,  and THE CHASE  MANHATTAN BANK, a New York  corporation,  as trustee (in
such capacity, the "Indenture Trustee") and not in its individual capacity.

                  Each  party  agrees as  follows  for the  benefit of the other
party and for the equal and ratable benefit of the holders of the Issuer's Class
A-1 7.008% Asset  Backed  Notes (the "Class A-1  Notes"),  Class A-2 7.06% Asset
Backed  Notes (the "Class A-2  Notes"),  Class A-3 7.15% Asset Backed Notes (the
"Class A-3 Notes"),  Class A-4 7.13% Asset Backed Notes (the "Class A-4 Notes"),
Class A-5 7.15% Asset Backed Notes (the "Class A-5 Notes" and, together with the
Class A-1  Notes,  the Class  A-2  Notes,  the Class A-3 Notes and the Class A-4
Notes,  the "Class A Notes"),  the Floating Rate Asset Backed  Variable Pay Term
Notes,  as may be  issued  from  time to  time as  further  stated  herein  (the
"VPTNs,")  and the Class B 7.40% Asset  Backed  Notes (the "Class B Notes") (the
"Class B Notes" and, together with the Class A Notes and the VPTNs, the "Notes")
and the Swap Counterparty:

                                 GRANTING CLAUSE

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

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

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


                                    ARTICLE I

                DEFINITIONS, USAGE AND INCORPORATION BY REFERENCE

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

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

                  "indenture securities" shall mean the Notes.

                  "indenture security holder" shall mean a Noteholder.

                  "indenture to be qualified" shall mean this Indenture.

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

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

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


                                   ARTICLE II

                                    THE NOTES


                  SECTION  2.1 Form of Notes.  (a) Each of the Class A-1  Notes,
the Class A-2  Notes,  the Class A-3 Notes,  the Class A-4 Notes,  the Class A-5
Notes and the Class B Notes will be issued in the form of a Book-Entry  Note and
each of the VPTNs will be issued in the form of a Definitive  Note, which Notes,
together with the Indenture Trustee's  certificates of authentication,  shall be
in  substantially  the forms set forth in Exhibit A-1, Exhibit A-2, Exhibit A-3,
Exhibit A-4, Exhibit A-5, Exhibit B and Exhibit VPTN (the "Note Exhibits"), 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.
<PAGE>

(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 the  Note  Exhibits  are part of the  terms of this
Indenture and are incorporated herein by reference.

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

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

                  (c)  The   Indenture   Trustee   shall,   upon  Issuer  Order,
authenticate  and deliver the Notes for original  issue in the Classes,  initial
aggregate principal amounts,  interest rates, Final Scheduled Distribution Dates
and,  with  respect to the Class A Notes,  the Targeted  Scheduled  Distribution
Dates as set forth in the table below.
<TABLE>
<CAPTION>

                                                               Targeted
                        Initial Aggregate                      Scheduled         Final Scheduled
        Class            Principal Amount    Interest     Distribution Date     Distribution Date
                                                Rate
<S>                     <C>                   <C>          <C>                  <C>

Class A-1 Notes         $439,000,000           7.008%        January 2001           June 2002
                                                           Distribution Date    Distribution Date


VPTN                    $490,556,000          LIBOR +      N/A                      January 2005
                                               0.03%                            Distribution Date
</TABLE>


                  (d) On the  Targeted  Scheduled  Distribution  Date  for  each
Subclass  of Class A Notes,  a VPTN may be issued  as set forth in this  Section
2.2(d) and Section  2(b) of the  Administration  Agreement in an amount equal to
the VPTN Issuance Amount. Upon an Issuer Order, the Issuer shall execute and the
Indenture  Trustee shall cause the VPTNs,  subject to this Section 2.2(d), to be
authenticated and delivered. Each such order shall set forth:

                  (i)      the issuance date and Spread of the VPTN;

                  (ii)     the aggregate principal amount of the VPTN to be
                           authenticated and delivered on such
                           issuance date;

                  (iii)    the VPTN Rate for such VPTN; and

                  (iv)     any other  terms or  provisions  of such  VPTN  which
                           shall not be inconsistent with the provisions of this
                           Indenture.

                  The  Indenture  Trustee  shall  not,  however,   cause  to  be
authenticated  and deliver any VPTN on a Targeted  Scheduled  Distribution  Date
unless the Issuer has:
<PAGE>

         1.       delivered to the Indenture Trustee an Officer's Certificate
certifying that the following conditions have been satisfied:

                  (A)      both before and after  giving  effect to the issuance
                           of the VPTN Term Note and to the  application of such
                           proceeds   and  any   amounts   on   deposit  in  the
                           Accumulation    Account   and   in   the    Principal
                           Distribution Account, the aggregate principal balance
                           of  the  receivables   minus  the  Yield   Supplement
                           Overcollateralization  Amount  must  be  equal  to or
                           greater than the aggregate outstanding balance of the
                           Class A  Notes,  VPTNs,  Class B  Notes  and  Class C
                           Certificates;

                  (B)      an Extended Sequential Amortization Period must not
                           have occurred;

                  (C)      the VPTN must be rated "AAA" and "Aaa" by S&P and
                           Moody's, respectively;

                  (D)      the  Interest  Rate  Swap  Agreement  must be in full
                           force and effect with a notional  amount equal to the
                           sum of the  principal  balances  of such VPTN and any
                           other outstanding VPTNs;

                  (E)      no Event of Servicing Termination shall have occurred
                           and be continuing;

                  (F)      no Event of Default shall have occurred and be
                           continuing;

                  (G)      the purchase price of the VPTN must be equal to par;
                           and

                  (H)      the  interest  rate on the VPTN must not exceed
                           one-month LIBOR plus 1.50%.

         2.       delivered  to the  Indenture  Trustee an  Opinion of  Counsel,
                  which shall also be  addressed  to the  purchaser of such VPTN
                  and the  Rating  Agencies  and  shall  be  dated  the  related
                  Targeted  Scheduled  Distribution  Date,  substantially to the
                  effect that:

                  (i)      the  Issuer  has  been  duly  formed  and is  validly
                           existing  as a  business  trust  under  the  Delaware
                           Business Trust Act, 12 Del. C. ss.3801,  et seq. (the
                           "Delaware  Act"),  and has the  power  and  authority
                           under the Trust  Agreement  and the  Delaware  Act to
                           execute,  deliver and perform its  obligations  under
                           the  Trust  Agreement,  the  Indenture,  the Sale and
                           Servicing  Agreement,  the Administration  Agreement,
                           the  Interest  Rate  Swap   Agreement,   the  Control
                           Agreement,   the  Note  Depository   Agreement,   the
                           Certificates and the Notes;

                  (ii)     the Issuer has full power and  authority to issue and
                           sell  the  VPTN to be sold to the  purchaser  on such
                           Targeted Scheduled  Distribution Date,  pursuant to a
                           VPTN  purchase  agreement,  and the  Issuer  has duly
                           authorized   such  sale  to  the   purchaser  by  all
                           necessary action;


<PAGE>


                  (iii)    registration  of the VPTN under the Securities Act is
                           not required in connection with the purchase and sale
                           of the VPTN pursuant to the VPTN purchase  agreement;
                           and

                  (iv)     The  issuance  and sale of the  VPTN  has  been  duly
                           authorized  by the  Trust,  and the  VPTN,  when duly
                           executed  by  the  Trust  and  authenticated  by  the
                           Indenture  Trustee in  accordance  with the Indenture
                           and  delivered  to and  paid  for  by the  purchasers
                           thereof in  accordance  with the  Indenture,  will be
                           validly  issued and  outstanding  and entitled to the
                           benefits of the Indenture.

                  (e) The Class A-1  Notes,  Class A-2  Notes,  Class A-3 Notes,
Class  A-4  Notes,  Class  A-5 Notes  and  Class B Notes  shall be  issuable  as
Book-Entry Notes in minimum denominations of $1,000 and in integral multiples of
$1,000 in excess  thereof.  The VPTNs will be  issuable as  Definitive  Notes in
denominations  of not less than  $100,000  in initial  Principal  Balance and in
integral multiples of $1,000 in excess thereof.

                  (f) 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  Officers,  and such  certificate  upon any Note shall be  conclusive
evidence, and the only evidence,  that such Note has been duly authenticated and
delivered hereunder.

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

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

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

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

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

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

                  (d) 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.

                  (e) 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.


<PAGE>



                  (f) 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 an  exchange  pursuant  to  Section  2.3 or  Section  9.6 not
involving any transfer.

                  (g)   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.

                  (h) All Notes  surrendered  for transfer and exchange shall be
physically canceled by the Note Registrar,  and the Note Registrar shall dispose
of such canceled Notes in accordance with its customary procedures.

                  (i) With respect to the  registration of transfer and exchange
of any  VPTN,  each VPTN  shall  bear a legend to the  following  effect  unless
determined  otherwise by the Issuer (as certified to the Indenture Trustee in an
Officers Certificate) and the Indenture Trustee consistent with applicable law:

                  "THIS  VARIABLE  PAY  TERM  NOTE  HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"),
OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW OF ANY STATE OF THE UNITED STATES.
THE HOLDER HEREOF,  BY PURCHASING THIS VARIABLE PAY TERM NOTE,  AGREES THAT THIS
VARIABLE  PAY  TERM  NOTE  MAY  BE  REOFFERED,   RESOLD,  PLEDGED  OR  OTHERWISE
TRANSFERRED  ONLY IN COMPLIANCE  WITH THE  SECURITIES  ACT AND OTHER  APPLICABLE
LAWS,  AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")
TO A PERSON THAT THE HOLDER  REASONABLY  BELIEVES  IS A QUALIFIED  INSTITUTIONAL
BUYER, WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QIB,  WHOM THE HOLDER HAS INFORMED,  IN EACH CASE,  THAT
THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION  PROVIDED BY RULE 144 UNDER
THE  SECURITIES  ACT (IF  AVAILABLE),  SUBJECT TO THE  RECEIPT BY THE  INDENTURE
TRUSTEE AND THE VARIABLE PAY TERM NOTE REGISTRAR OF SUCH EVIDENCE  ACCEPTABLE TO
THE  INDENTURE  TRUSTEE  THAT SUCH  REOFFER,  RESALE,  PLEDGE OR  TRANSFER IS IN
COMPLIANCE  WITH  THE  SECURITIES  ACT  AND  OTHER  APPLICABLE  LAWS,  (3) TO AN
INSTITUTIONAL   "ACCREDITED   INVESTOR"  WITHIN  THE  MEANING  THEREOF  IN  RULE
501(a)(1),  (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT PURSUANT TO
ANY OTHER  EXEMPTION FROM THE  REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT TO THE RECEIPT BY THE  INDENTURE  TRUSTEE AND THE VARIABLE PAY TERM NOTE
REGISTRAR OF SUCH OTHER EVIDENCE  ACCEPTABLE TO THE INDENTURE  TRUSTEE THAT SUCH
REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE  LAWS, OR (4) TO THE SELLER OR ITS AFFILIATES,  IN EACH CASE IN
ACCORDANCE  WITH  ALL  APPLICABLE  SECURITIES  LAWS  OF THE  UNITED  STATES  AND
SECURITIES AND BLUE SKY LAWS OF THE STATES OF THE UNITED STATES."

                  As a condition to the  registration of any Transfer of a VPTN,
the  prospective  transferee  of such a VPTN shall be required to  represent  in
writing  to the  Indenture  Trustee,  the  Note  Registrar  and the  Issuer  the
following,  unless  determined  otherwise  by the  Issuer (as  certified  to the
Indenture Trustee in an Officers Certificate):

                           (i) It understands that no subsequent Transfer of the
                  VPTN is permitted unless it causes its proposed  transferee to
                  provide  to  the  Issuer  and  the  Note  Registrar  a  letter
                  substantially  in the form of  Exhibit  D or  Exhibit E hereof
                  (with such changes  therein as may be approved by the Issuer),
                  as applicable,  or such other written  statement as the Issuer
                  shall prescribe.

                           (ii) It  understands  that any purported  Transfer of
                  any VPTN (or any interest  therein) in contravention of any of
                  the restrictions and conditions contained in this Section will
                  be a Void  Transfer,  and the  purported  transferee in a Void
                  Transfer  will not be  recognized  by the  Issuer or any other
                  person as a VPTN Noteholder for any purpose.
<PAGE>

                  (j) With respect to registration of transfer and exchange,  by
acceptance of any VPTN, the VPTN Noteholder thereof specifically agrees with and
represents to the Issuer and the Note  Registrar,  that no Transfer of such VPTN
shall be made unless the registration requirements of the Securities Act and any
applicable  State  securities laws are complied with, or such Transfer is exempt
from the registration requirements under the Securities Act because the Transfer
satisfies one of the following:

                           (i) such  Transfer  is in  compliance  with Rule 144A
                  under the Securities  Act ("Rule  144A"),  to a transferee who
                  the   transferor    reasonably   believes   is   a   Qualified
                  Institutional  Buyer that is purchasing for its own account or
                  for the account of a Qualified Institutional Buyer and to whom
                  notice is given that such  Transfer  is being made in reliance
                  upon Rule 144A under the Securities Act and (x) the transferor
                  executes and delivers to the Issuer and the Note Registrar,  a
                  Rule 144A  transferor  certificate  substantially  in the form
                  attached  as  Exhibit F and (y) the  transferee  executes  and
                  delivers to the Issuer and the Note  Registrar  an  investment
                  letter substantially in the form attached as Exhibit D;

                           (ii)  after  the  appropriate  holding  period,  such
                  Transfer is pursuant to an exemption from  registration  under
                  the  Securities  Act provided by Rule 144 under the Securities
                  Act and the transferee, if requested by the Issuer or the Note
                  Registrar,   delivers  an  Opinion  of  Counsel  in  form  and
                  substance  satisfactory  to the Issuer and the Note Registrar;
                  or

                           (iii) such Transfer is to an institutional accredited
                  investor  as defined  in rule  501(a)(1),  (2),  (3) or (7) of
                  Regulation  D  promulgated  under  the  Securities  Act  in  a
                  transaction  exempt from the registration  requirements of the
                  Securities  Act,  such  Transfer  is in  accordance  with  any
                  applicable  securities  laws of any State of the United States
                  or any other  jurisdiction,  and such  investor  executes  and
                  delivers to the Issuer and the Note  Registrar  an  investment
                  letter substantially in the form attached as Exhibit E.

                  (k) With respect to  registrations of transfer and exchange of
any VPTN,  the Issuer shall make  available to the  prospective  transferor  and
transferee  of a VPTN  information  requested  to satisfy  the  requirements  of
paragraph  (d) (4) of Rule 144A (the  "Rule  144A  Information").  The Rule 144A
Information  shall  include any or all of the following  items  requested by the
prospective transferee:

                           (i)  the private placement memorandum, if any,
                  relating to the VPTN, and any amendments or supplements
                  thereto;

                           (ii) each  statement  delivered  to VPTN  Noteholders
                  pursuant to Section 8.2(d) on each Distribution Date preceding
                  such request; and

                           (iii)  such  other   information   as  is  reasonably
                  available  to the  Indenture  Trustee in order to comply  with
                  requests  for  information  pursuant  to Rule  144A  under the
                  Securities Act.

                  None  of the  Issuer,  the  Note  Registrar  or the  Indenture
Trustee is under an obligation to register any VPTN under the  Securities Act or
any other securities law.

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


<PAGE>


whom such replacement Note was delivered or any assignee of such Person,  except
a protected  purchaser,  and shall be entitled to recover  upon the  security or
indemnity provided therefor to the extent of any loss,  damage,  cost or expense
incurred by the Issuer or the Indenture Trustee in connection therewith.

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

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

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

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

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

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

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

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

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

                  SECTION 2.11 Book-Entry  Notes. The Class A-1 Notes, the Class
A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes and the
Class  B  Notes,  upon  original  issuance,  shall  be  issued  in the  form  of
typewritten  Notes  representing  the Book-Entry  Notes,  to be delivered to The
Depository Trust Company,  the initial Clearing Agency, by, or on behalf of, the
Issuer. The Book-Entry Notes shall be registered  initially on the Note Register
in the name of Cede & Co., the nominee of the initial  Clearing  Agency,  and no
Note  Owner  thereof  shall  receive  a  Definitive   Note  (as  defined  below)
representing  such Note  Owner's  interest  in such Note,  except as provided in
Section  2.13.  Unless  and  until  definitive,   fully  registered  Notes  (the
"Definitive  Notes")  have been issued to such Note  Owners  pursuant to Section
2.13:

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

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

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

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

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

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

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

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

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


<PAGE>



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

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

                                   ARTICLE III

                                    COVENANTS

                  SECTION  3.1 Payment of  Principal  and  Interest.  The Issuer
shall duly and  punctually  pay the  principal of and  interest,  if any, on the
Notes in  accordance  with the terms of the Notes  and this  Indenture.  Amounts
properly  withheld under the Code by any Person from a payment to any Noteholder
of interest  and/or  principal  shall be  considered  as having been paid by the
Issuer to such Noteholder for all purposes of this Indenture.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                           (iii)  enforce any of the Collateral; or

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

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

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

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


<PAGE>


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

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

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

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

                  (e) As  promptly  as  possible  after the  giving of notice of
termination  to the  Servicer of the  Servicer's  rights and powers  pursuant to
Section 7.1 of the Sale and Servicing Agreement or the Servicer's resignation in
accordance with the terms of the Sale and Servicing Agreement,  the Issuer shall
appoint a Successor  Servicer meeting the requirements of the Sale and Servicing
Agreement, and such Successor Servicer shall accept its appointment by a written
assumption in a form  acceptable to the Indenture  Trustee.  In the event that a
Successor  Servicer has not been appointed at the time when the Servicer  ceases
to  act  as  Servicer,  the  Indenture  Trustee  without  further  action  shall
automatically  be appointed the  Successor  Servicer.  If the Indenture  Trustee
shall be  legally  unable  to act as  Successor  Servicer,  it may  appoint,  or
petition a court of competent jurisdiction to appoint, a Successor Servicer. The
Indenture  Trustee may resign as the Servicer by giving  written  notice of such
resignation  to the Issuer and in such event shall be released  from such duties
and obligations,  such release not to be effective until the date a new servicer
enters  into a  servicing  agreement  with the Issuer as  provided  below.  Upon
delivery  of any such  notice  to the  Issuer,  the  Issuer  shall  obtain a new
servicer as the Successor Servicer under the Sale and Servicing  Agreement.  Any
Successor   Servicer  (other  than  the  Indenture  Trustee)  shall  (i)  be  an
established  institution  having a net worth of not less than  $100,000,000  and
whose regular business shall include the servicing of automotive receivables and
(ii) enter into a servicing  agreement with the Issuer having  substantially the
same provisions as the provisions of the Sale and Servicing Agreement applicable
to the  Servicer.  If,  within thirty (30) days after the delivery of the notice
referred to above,  the Issuer shall not have obtained such a new servicer,  the
Indenture Trustee may appoint, or may petition a court of competent jurisdiction
to appoint, a Successor Servicer.  In connection with any such appointment,  the
Indenture  Trustee  may make  such  arrangements  for the  compensation  of such
successor as it and such successor  shall agree,  subject to the limitations set
forth below and in the Sale and Servicing  Agreement,  and, in  accordance  with
Section 7.2 of the Sale and Servicing Agreement,  the Issuer shall enter into an
agreement  with  such  successor  for the  servicing  of the  Receivables  (such
agreement to be in form and substance satisfactory to the Indenture Trustee). If
the Indenture  Trustee shall succeed to the Servicer's duties as servicer of the
Receivables as provided  herein,  it shall do so in its individual  capacity and
not in its capacity as Indenture  Trustee and,  accordingly,  the  provisions of
Article VI hereof shall be inapplicable  to the Indenture  Trustee in its duties
as the successor to the Servicer and the servicing of the  Receivables.  In case
the Indenture  Trustee shall become successor to the Servicer under the Sale and
Servicing  Agreement,  the  Indenture  Trustee  shall be  entitled to appoint as
Servicer any one of its Affiliates;  provided that the Indenture Trustee, in its
capacity as the Servicer, shall be fully liable for the actions and omissions of
such Affiliate in such capacity as Successor Servicer.
<PAGE>

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

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

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

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


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

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

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

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


<PAGE>



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

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

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

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

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

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

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

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

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

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

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


<PAGE>


                  then one  specified  Person)  shall make all filings  with the
                  Commission (and any other appropriate  Person) required by the
                  Exchange Act in connection with the Notes);

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

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

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

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

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

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


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

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

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

                  SECTION 3.14  Servicer's  Obligations.  The Issuer shall cause
the Servicer to comply with the Sale and Servicing Agreement, including Sections
3.9, 3.10, 3.11, 3.12, 3.13 and 4.10 and Article VI thereof.
<PAGE>

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


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

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

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

                  SECTION 3.19 Calculation Agent. (a) The Issuer agrees that for
so long as any of the VPTNs are Outstanding there shall at all times be an agent
appointed  to  calculate   LIBOR  in  respect  of  each  Interest   Period  (the
"Calculation  Agent").  The Issuer has initially  appointed The Chase  Manhattan
Bank as Calculation  Agent for purposes of  determining  LIBOR for each Interest
Period.  The Calculation  Agent may be removed by the Issuer at any time. If the
Calculation  Agent is unable or  unwilling  to act as such or is  removed by the
Issuer,  the Issuer shall promptly appoint as a replacement  Calculation Agent a
leading  bank which is engaged in  transactions  in  Eurodollar  deposits in the
international  Eurodollar market and which does not control or is not controlled
by or under common control with the Issuer or its  Affiliates.  The  Calculation
Agent may not resign its duties without a successor having been duly appointed.

                  (b) The Calculation  Agent shall be required to agree that, as
soon as possible  after  11:00 a.m.  (London  time) on each LIBOR  Determination
Date,  but in no event later than 11:00 a.m.  (London  time) on the Business Day
immediately following each LIBOR Determination Date, the Calculation Agent shall
calculate  the interest rate for each VPTN for the related  Interest  Period and
the amount of interest  payable  (rounded to the nearest cent,  with half a cent
being rounded upwards) on the related  Distribution  Date, and shall communicate
such rates and amounts to the  Administrator,  the  Indenture  Trustee,  and the
Servicer.  The Calculation Agent shall also specify to the Administrator and the
Indenture  Trustee the quotations upon which the interest rates and in any event
the Calculation Agent shall notify the Indenture Trustee and the Servicer before
5:00 p.m. (London time) on each LIBOR Determination Date that either: (i) it has
determined or is in the process of determining  the interest rates for the VPTNs
and the amount of interest due on such Notes,  or (ii) it has not determined and
is not in the process of  determining  the interest  rates for the VPTNs and the
amount of interest due on such Notes,  together with its reasons  therefor.  The
determination  of the  interest  rates and interest  amounts by the  Calculation
Agent  shall (in the absence of  manifest  error) be final and binding  upon all
parties.
<PAGE>

                  SECTION  3.20  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  3.21  Removal  of  Administrator.  For so long as any
Notes are  Outstanding,  the Issuer shall not remove the  Administrator  without
cause unless the Rating Agency Condition shall have been satisfied in connection
therewith.


                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

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

                  (A)  either

                           (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  without  reinvestment  to pay  and  discharge  the
                  entire indebtedness on such Notes not theretofore delivered to
                  the  Indenture  Trustee  for  cancellation  when  due  to  the
                  applicable  Final  Scheduled  Distribution  Date or Redemption
                  Date (if Notes shall have been called for redemption  pursuant
                  to  Section  10.1),  as the case may be,  and all fees due and
                  payable to the Indenture Trustee;

                  (B) the  Issuer  has paid or caused to be paid all other  sums
                  payable hereunder,  under the Interest Rate Swap Agreement and
                  under any of the other Basic Documents by the Issuer;
<PAGE>

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

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

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

                  SECTION 4.2 Satisfaction, Discharge and Defeasance of Notes.

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

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

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

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

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

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

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

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

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


                                    ARTICLE V

                                    REMEDIES

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

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

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

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

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

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

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


                  SECTION  5.2   Acceleration   of  Maturity;   Rescission   and
Annulment.  (a) If an Event of Default should occur and be continuing,  then and
in every such case the Indenture  Trustee or the Noteholders of Notes evidencing
not less than a majority of the principal  amount 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 Note Balance 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 other amounts payable hereunder,
shall automatically  become due and payable without any declaration or other act
on the part of the  Indenture  Trustee or any  Noteholder.  In the event of such
declaration or automatic  acceleration,  the Indenture Trustee shall give prompt
written notice to the Swap Counterparty.

                  (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 and pursuant to the Interest Rate
                  Swap  Agreement  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


<PAGE>



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

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

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

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

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

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

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

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

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

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

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

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

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

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

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) [Reserved]; or

                  (C) 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_% of the
                                        Note  Balance  of the  Controlling  Note
                                        Class; or

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

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

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


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

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

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


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


                           (iii)  third,  to  the  Swap  Counterparty,  the  net
                  amount,  if any, then due to the Swap  Counterparty  under the
                  Interest   Rate  Swap   Agreement   (exclusive   of  any  Swap
                  Termination Payments);
<PAGE>

                           (iv) fourth,  with the same priority and ratably,  in
                  accordance with the outstanding principal balance of the Class
                  A Notes,  the outstanding  principal  balance of the VPTNs and
                  the amount of any Swap Termination  Payment due and payable by
                  the  Issuer  to the  Swap  Counterparty  (1) to  the  Class  A
                  Noteholders,  the Accrued  Class A Note  Interest,  (2) to the
                  VPTN  Noteholders,  the Accrued  VPTN  Interest and (3) to the
                  Swap  Counterparty,  any Swap Termination  Payment;  provided,
                  that,  if any amounts  allocable to the Class A Notes or VPTNs
                  are not needed to pay interest due on such Notes, such amounts
                  shall  be  applied  to pay the  portion,  if any,  of any Swap
                  Termination Payment remaining unpaid; provided,  further, that
                  if there are not sufficient  funds available to pay the entire
                  amount of the Accrued Class A Note  Interest,  payments  among
                  the  Class A Notes  will be made pro rata and if there are not
                  sufficient  funds  available  to pay the entire  amount of the
                  Accrued VPTN  Interest,  payments among the VPTNs will be made
                  pro rata;

                           (v)  fifth,   (1)  to  the  holders  of  all  of  the
                  outstanding Subclasses of Class A Notes the Class A Percentage
                  of all amounts  remaining  until the  principal  amount of all
                  such outstanding Subclasses of Class A Notes have been paid in
                  full, in the following order of priority:

                                  (a) 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;

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

                                  (c) 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;

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

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

                           (2) to the  holders  of the VPTNs,  if any,  the VPTN
                  Percentage of all amounts  remaining,  sequentially  beginning
                  with the earliest  issued VPTN,  until all  outstanding  VPTNs
                  have been paid in full;

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

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

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

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

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

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


                  SECTION 5.5 Optional  Preservation of the Receivables.  If the
Notes have been  declared to be due and payable  under  Section 5.2 following an
Event  of  Default,  and such  declaration  and its  consequences  have not been
rescinded  and  annulled,  the  Indenture  Trustee may,  but need not,  elect to
maintain possession of the Indenture Trust Estate and apply proceeds as if there
had been no  declaration  of  acceleration;  provided,  however,  that  funds on
deposit in the Collection  Account at the time the Indenture  Trustee makes such
election  or  deposited  therein  during  the  Collection  Period in which  such
election is made (including  funds, if any,  deposited  therein from the Reserve
Account  and the  Payahead  Account)  shall be applied in  accordance  with such
declaration  of  acceleration  in the manner  specified in Section 4.7(c) of the
Sale and  Servicing  Agreement.  It is the desire of the parties  hereto and the
Noteholders  that  there be at all times  sufficient  funds for the  payment  of
principal  of and  interest  on the  Notes  and any  amounts  owing  to the Swap
Counterparty and the Indenture  Trustee shall take such desire into account when
determining whether or not to maintain possession of the Indenture Trust Estate.
In determining whether to maintain possession of the Indenture Trust Estate, the
Indenture  Trustee  may,  but need not,  obtain  and rely upon an  opinion of an
Independent  investment banking or accounting firm of national  reputation as to
the  feasibility  of  such  proposed  action  and as to the  sufficiency  of the
Indenture Trust Estate for such purpose.
<PAGE>

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

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

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


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

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

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

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

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

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


<PAGE>



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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  (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_% 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.  In  addition,  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_% of the  principal
amount of the  Controlling  Note Class  shall,  exercise  all rights,  remedies,
powers,  privileges  and  claims of the  Issuer  against  the Swap  Counterparty
including the right or power to take any action to compel or secure  performance
or observance by the Swap  Counterparty  of its  obligations to the Issuer under
Interest  Rate  Swap  Agreement  and  to  give  any  consent,  request,  notice,
direction, approval, extension, or waiver under the Interest Rate Swap Agreement
and any right of the Issuer to take such action shall be suspended.


                                   ARTICLE VI

                              THE INDENTURE TRUSTEE

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

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

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

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

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

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

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

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

                  (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 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 such Indenture  Trustee in accordance  with the
provisions of this Indenture.

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


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

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

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

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

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

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


<PAGE>



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

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

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

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


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

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


<PAGE>



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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  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  VPTNs  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 more of such Classes, as applicable,  so that there
will be separate  Indenture  Trustees  for the Class A Notes,  the VPTNs and the
Class B Notes. In the event the Indenture Trustee fails to comply with the terms
of the preceding sentence,  the Indenture Trustee shall comply with clauses (ii)
and (iii) of TIA Section 310(b).

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


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

                  SECTION 6.13 Interest Rate Swap Provisions. (a) The Issuer has
entered into an Interest  Rate Swap  Agreement,  in a form  satisfactory  to the
Rating  Agencies,  to hedge the floating rate interest expense on the VPTNs. The
Issuer may, from time to time, enter into one or more replacement  Interest Rate
Swap Agreements in the event that any Interest Rate Swap Agreement is terminated
prior  to  its  scheduled  expiration  pursuant  to an  Event  of  Default  or a
Termination  Event  (each  such  term  as  defined  in the  Interest  Rate  Swap
Agreement).  Swap Payments (other than any Swap Termination  Payments) will rank
senior to interest payments on the Class A Notes and VPTNs, and Swap Termination
Payments  will rank pari passu with  interest  payments on the Class A Notes and
VPTNs,  all as set forth in Section  8.2 hereof and  Section 4.7 of the Sale and
Servicing Agreement.

                  (b) The Indenture  Trustee will be  responsible  for remitting
Swap Payments and any Swap Termination Payments payable to the Swap Counterparty
and for collecting Swap Receipts and any Swap  Termination  Payments  payable to
the Issuer.

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

                  (d)  The  notional   amounts  under  the  Interest  Rate  Swap
Agreement  will be increased by the principal  balance of any VPTNs issued after
the Closing  Date and reduced  from time to time by amounts paid as principal on
the VPTNs  pursuant  to the  information  provided  each  month in the  Servicer
Certificate.  The Administrator shall calculate and provide written notification
to the Swap  Counterparty and to the Indenture Trustee of the notional amount of
the Interest Rate Swap as of each Distribution Date on or before the twelfth day
of the month of the related  Distribution  Date.  The  Administrator  shall also
obtain the calculation of LIBOR from the Calculation  Agent under this Agreement
and shall  calculate  the amount of all Swap  Payments,  Swap  Receipts and Swap
Termination  Payments  payable  on each  Distribution  Date,  and shall  provide
written  notification  of  such  amounts  to the  Swap  Counterparty  and to the
Indenture Trustee prior to such Distribution Date. At least five days before the
effective date of any proposed  amendment or supplement to an Interest Rate Swap
Agreement,  the  Administrator  shall provide the Rating Agencies with a copy of
such amendment or supplement.  Unless the amendment or supplement  clarifies any
term or provision, corrects any inconsistency,  cures any ambiguity, or corrects
any  typographical  error in the Interest Rate Swap  Agreement,  an amendment or
supplement  to the Interest  Rate Swap  Agreement  will be effective  only after
satisfaction of the Rating Agency Condition.

                  (e) Promptly  following the early  termination  of an Interest
Rate Swap  Agreement  due to an Event of Default or  Termination  Event (as each
such term is defined in the Interest Rate Swap  Agreement),  the Issuer will use
reasonable efforts to cause the Issuer to enter into a replacement Interest Rate
Swap Agreement.

                  (f) The Interest Rate Swap Agreement shall provide that if the
rating  of the  Swap  Counterparty  is  downgraded  below a  rating  of "Aa3" by
Moody's, "AA-" by Fitch or "AA-" by S&P or is suspended or withdrawn by any such
Rating Agency, within 30 days of such downgrade,  suspension or withdrawal,  the
Swap  Counterparty  must either (1) post collateral  acceptable to the Issuer in
amounts  sufficient  to secure  its  obligations  under the  Interest  Rate Swap
Agreement,  (ii) assign its rights and obligations  under the Interest Rate Swap
Agreement  to a  replacement  counterparty  acceptable  to the  Issuer  or (iii)
establish other arrangements  necessary, if any, in each case so that the Rating
Agencies  confirm the ratings of the Class A Notes and  Variable  Pay Term Notes
that  were  in  effect  immediately  prior  to  such  downgrade,  suspension  or
withdrawal.  If the Swap  Counterparty is required to collateralize any Interest
Rate Swap transaction,  the Administrator shall send written instructions to the
Indenture Trustee to establish  individual  collateral  accounts and to hold any
securities  deposited  therein in trust and invest any cash  amounts  therein in
accordance with the provisions of the Interest Rate Swap Agreement.

                                   ARTICLE VII

                         NOTEHOLDERS' LISTS AND REPORTS

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

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


<PAGE>


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

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

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

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

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

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

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

                  SECTION 7.4 Reports by Indenture  Trustee.  (a) If required by
TIA Section 313(a), within sixty (60) days after each May 15, beginning with May
15, 2001, the Indenture Trustee shall mail to each Noteholder as required by TIA
Section  313(c) a brief  report  dated as of such  date that  complies  with TIA
Section 313(a). The Indenture Trustee also shall comply with TIA Section 313(b).

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

                                  ARTICLE VIII

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

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


<PAGE>



                  SECTION 8.2 Trust  Accounts  and Payahead  Account.  (a) On or
prior to the Closing Date,  the Issuer shall cause the Servicer to establish and
maintain the Trust Accounts and the Payahead Account as provided in Sections 4.1
and 4.8 of the Sale and Servicing Agreement.

                  (b) On or before each  Distribution  Date,  the Servicer shall
deposit  all  Available  Collections  with  respect  to  the  Collection  Period
preceding  such  Distribution  Date in the  Collection  Account as  provided  in
Sections 4.2, 4.3, 4.4 and 4.6 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 4.6 of the
Sale and Servicing  Agreement  shall be withdrawn by the Indenture  Trustee from
the Reserve Account and deposited to the Collection Account.

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

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


                           (ii)  second, to the Swap Counterparty, the Swap
          Payment;

                           (iii) third,  with the same priority and ratably,  in
         accordance with the outstanding principal balance of the Class A Notes,
         the  outstanding  principal  balance of the VPTNs and the amount of any
         Swap  Termination  Payment  due and  payable  by the Issuer to the Swap
         Counterparty  (1) to the Class A Noteholders,  the Accrued Class A Note
         Interest,  (2) to the VPTN  Noteholders,  the Accrued VPTN Interest and
         (3) to the Swap Counterparty,  any Swap Termination Payment;  provided,
         that,  if any amounts  allocable  to the Class A Notes or VPTNs are not
         needed to pay interest due on such Notes, such amounts shall be applied
         to pay the portion,  if any, of any Swap Termination  Payment remaining
         unpaid;  provided,  further,  that if there  are not  sufficient  funds
         available  to pay  the  entire  amount  of  the  Accrued  Class  A Note
         Interest, payments among the Class A Notes will be made pro rata and if
         there are not  sufficient  funds  available to pay the entire amount of
         the Accrued VPTN  Interest,  payments  among the VPTNs will be made pro
         rata;

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

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

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

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

                           (viii)  eighth, to the Certificate Interest
         Distribution Account, the Accrued Class D  Certificate Interest.

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

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

                           (xi) eleventh,  to the Seller, any funds remaining on
         deposit in the Collection Account with respect to the Collection Period
         preceding such Distribution Date.
<PAGE>

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

                  (d) On each Distribution Date, the Indenture Trustee (based on
the information  contained in the Servicer's  Certificate delivered on or before
the related Determination Date pursuant to Section 3.9 of the Sale and Servicing
Agreement)  shall make  withdrawals  from the funds on deposit in the  Principal
Distribution  Account,  any funds on deposit in the Accumulation Account and, if
such Distribution Date is a Targeted  Scheduled  Distribution Date, any funds on
deposit in the VPTN Proceeds Account and make  distributions and payments in the
following order of priority:

         (1)  FIRST,  to the holders of the Class A Notes and VPTNs in reduction
              of principal until the principal  amounts of the outstanding Class
              A Notes and VPTNs have been paid in full, in  accordance  with the
              following:

              (A) On each Targeted Scheduled Distribution Date for a Subclass of
                  Class A Notes,

                  (i)      first,

                           (a)  from   amounts  on  deposit  in  the   Principal
                           Distribution   Account   to   the   holders   of  the
                           outstanding  VPTNs,  if any, the VPTN  Percentage  of
                           such amounts until all outstanding  VPTNs are paid in
                           full; and

                           (b)  from   amounts  on  deposit  in  the   Principal
                           Distribution  Account to the holders of the  Subclass
                           of  Class A Notes,  the  Class A  Percentage  of such
                           amounts until the principal amount of the Subclass or
                           Subclasses  of Class A Notes  which  have  reached or
                           passed their  Targeted  Scheduled  Distribution  Date
                           have been paid in full;

                  (ii)     second,  from amounts on deposit in the  Accumulation
                           Account,  if any, to the holders of such  Subclass of
                           Class  A  Notes  which  has   reached  its   Targeted
                           Scheduled Distribution Date until paid in full;

                  (iii)    third,  from amounts on deposit in the VPTN  Proceeds
                           Account to the holders of such Subclass or Subclasses
                           of Class A Notes which have  reached or passed  their
                           Targeted  Scheduled  Distribution  Date until paid in
                           full; and

                  (iv)     fourth,  from any remaining amounts on deposit in the
                           Principal  Distribution Account to the holders of the
                           VPTNs  until  paid in full,  and  then any  remaining
                           amounts will be deposited to the Accumulation Account
                           if any Class A Notes are  outstanding  which have not
                           reached   or   passed   their   Targeted    Scheduled
                           Distribution Date;
<PAGE>

              (B) On each  Distribution  Date that is not a  Targeted  Scheduled
                  Distribution  Date for a Subclass  of Class A Notes and is not
                  during a Curable Sequential Amortization Period or an Extended
                  Sequential Amortization Period,

                  (i)      first,  from  amounts  on  deposit  in the  Principal
                           Distribution   Account   to   the   holders   of  the
                           outstanding  VPTNs,  if any,  until  all  outstanding
                           VPTNs have been paid in full; and

                  (ii)     second, if any Class A Notes remain outstanding, the
                           remainder, if any, to the Accumulation Account.


              (C) On each  Distribution  Date that is not a  Targeted  Scheduled
                  Distribution  Date  for a  Subclass  of  Class A Notes  and is
                  during a Curable Sequential Amortization Period,

                  (i)      first,

                           (a)      from  amounts on  deposit  in the  Principal
                                    Distribution  Account to the  holders of the
                                    outstanding   VPTNs,   if  any,   the   VPTN
                                    Percentage   of  such   amounts   until  all
                                    outstanding VPTNs have been paid in full;

                           (b)      from  amounts on  deposit  in the  Principal
                                    Distribution  Account to the  holders of the
                                    Subclass of Class A Notes which was not paid
                                    in   full   on   its   Targeted    Scheduled
                                    Distribution Date, the Class A Percentage of
                                    such amounts until the  principal  amount of
                                    such Subclass of Class A Notes has been paid
                                    in full; and

                  (ii)     second,  from any remaining amounts on deposit in the
                           Principal Distribution Account, to the holders of the
                           VPTNs  until  paid in full,  and  then any  remaining
                           amounts will be deposited to the Accumulation Account
                           if any Class A Notes are outstanding,

         (D)  On  each  Distribution  Date  that  is  not a  Targeted  Scheduled
              Distribution Date for a Subclass of Class A Notes and is during an
              Extended Sequential Amortization Period,

                  (i)      from amounts on deposit in the Principal Distribution
                           Account  to the  holders  of  all of the  outstanding
                           Subclasses of Class A Notes the Class A Percentage of
                           all amounts on deposit in the Principal  Distribution
                           Account  until  the  principal  amount  of  all  such
                           outstanding  Subclasses  of Class A Notes  have  been
                           paid in full, in the following order of priority:


                           (a)      first,  to the  Noteholders of the Class A-1
                                    Notes in reduction  of  principal  until the
                                    principal  amount of the  Outstanding  Class
                                    A-1 Notes has been paid in full;

                           (b)      second,  to the Noteholders of the Class A-2
                                    Notes in reduction  of  principal  until the
                                    principal  amount of the  Outstanding  Class
                                    A-2 Notes has been paid in full;

                           (c)      third,  to the  Noteholders of the Class A-3
                                    Notes in reduction  of  principal  until the
                                    principal  amount of the  Outstanding  Class
                                    A-3 Notes has been paid in full;

                           (d)      fourth,  to the Noteholders of the Class A-4
                                    Notes in reduction  of  principal  until the
                                    principal  amount of the  Outstanding  Class
                                    A-4 Notes has been paid in full;

                           (e)      fifth,  to the  Noteholders of the Class A-5
                                    Notes in reduction  of  principal  until the
                                    principal  amount of the  Outstanding  Class
                                    A-5 Notes has been paid in full; and
<PAGE>

                  (ii)     from amounts on deposit in the Principal Distribution
                           Account to the holders of the VPTNs, if any, the VPTN
                           Percentage  of such  amounts  until  all  outstanding
                           VPTNs have been paid in full;

         (2)  SECOND,  to the  holders  of the  Class B Notes  in  reduction  of
              principal until the principal  amount of the  outstanding  Class B
              Notes has been paid in full;

         (3)  THIRD to the Certificate Principal Distribution Account, until the
              Certificate  Balance of the Class C Certificates  has been paid in
              full;

         (4)  FOURTH, to the Certificate Principal  Distribution Account,  until
              the Certificate  Balance of the Class D Certificates has been paid
              in full; and

         (5)  FIFTH, to the seller, any funds remaining on deposit in the
              Principal Distribution Account;
              -----

provided,  in each case, that in the event there are not sufficient funds to pay
the  principal  amount of all Notes or  Certificates  within a Subclass or Class
having the same priority, principal payments shall be made to each holder within
such Subclass or Class on a pro rata basis,  and provided,  further,  all of the
Subclasses  of Class A Notes  will be paid  sequentially,  so that no  principal
payments will be made on any Subclass of Class A Notes,  until all Subclasses of
Class A Notes with a lower  numerical  designation  have been paid in full;  and
provided  further  if at any time more than one VPTN is  outstanding,  principal
will be paid to the VPTNs sequentially, with the earliest issued VPTN being paid
in full before any principal is paid to any VPTN with a later issuance date.

              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 and the
Accumulation  Account  shall be invested  by the  Qualified  Institution  or the
Qualified Trust  Institution  maintaining such account (which shall initially be
the Indenture Trustee) at the direction of the Servicer in Permitted Investments
as provided in Section 4.1 of the Sale and  Servicing  Agreement.  All income or
other gain (net of losses and investment  expenses)  from  investments of monies
deposited in the Collection  Account,  the Payahead  Account,  the  Accumulation
Account and the Reserve Account shall be withdrawn by the Indenture Trustee from
such accounts (but only under the circumstances set forth in Sections 4.6(b) and
4.8(c) in the Sale and Servicing  Agreement in the case of the Reserve  Account)
and  distributed  as provided  in Section 4.1 and 4.8 of the Sale and  Servicing
Agreement.  The Servicer shall not direct the Qualified Institution or Qualified
Trust Institution  maintaining the Collection  Account,  the Payahead Account or
the  Accumulation  Account  to make any  investment  of any funds or to sell any
investment  held in any of the  Trust  Accounts  unless  the  security  interest
Granted and  perfected  in such  account  will  continue to be perfected in such
investment  or the  proceeds of such sale,  in either  case  without any further
action by any Person,  and, in connection  with any direction by the Servicer to
make any such  investment  or sale,  if  requested by the  applicable  Qualified
Institution  or Qualified  Trust  Institution,  the Issuer shall deliver to such
Qualified  Institution  or Qualified  Trust  Institution  an Opinion of Counsel,
acceptable to such Qualified Institution or Qualified Trust Institution, to such
effect.

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

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

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

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

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

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

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

              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.
<PAGE>

                                    ARTICLE X

                               REDEMPTION OF NOTES

              SECTION  10.1  Redemption.  The  Class A Notes,  the VPTNs and the
Class B Notes  are  subject  to  redemption  in whole,  but not in part,  at the
direction  of the  Servicer  pursuant to Section  8.1 of the Sale and  Servicing
Agreement,  on any Distribution Date on which the Servicer  exercises its option
to purchase  the assets of the Issuer  pursuant  to such  Section  8.1,  and the
amount paid by the Servicer shall be treated as  collections of Receivables  and
applied  to pay the  unpaid  principal  amount of the  Notes  and the  Aggregate
Certificate  Balance  of the  Certificates  plus  accrued  and  unpaid  interest
thereon.  If the  Class A  Notes,  the  VPTNs  and the  Class B Notes  are to be
redeemed pursuant to this Section 10.1, the Servicer or the Issuer shall furnish
notice of such  election to the  Indenture  Trustee and the Rating  Agencies not
later  than  forty (40) days  prior to the  Redemption  Date (and the  Indenture
Trustee shall promptly  furnish notice to the  Noteholders) and the Issuer shall
deposit  by 10:00  a.m.  (New York City  time) on the  Redemption  Date with the
Indenture Trustee in the Collection  Account the Redemption Price of the Class A
Notes, the VPTNs and the Class B Notes to be redeemed,  whereupon all such Class
A Notes,  VPTNs and Class B Notes  shall be due and  payable  on the  Redemption
Date.

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

         All notices of redemption shall state:

              (i)  the Redemption Date;

              (ii)  the Redemption Price;

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

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

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


              SECTION 10.3 Notes  Payable on  Redemption  Date.  The Notes to be
redeemed  shall,  following  notice of  redemption  as required by Section 10.2,
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.
<PAGE>

                                   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,  and (ii) an Opinion of Counsel  stating that in
the opinion of such counsel all such  conditions  precedent,  if any,  have been
complied with and (iii) (if required by the TIA) an Independent Certificate from
a firm of certified public  accountants  meeting the applicable  requirements of
this Section 11.1,  except that, in the case of any such  application or request
as to which the  furnishing of such  documents is  specifically  required by any
provision  of this  Indenture,  no  additional  certificate  or opinion  need be
furnished.

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

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

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

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

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

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

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

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


<PAGE>


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

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

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

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

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

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

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

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

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

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

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

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

              (ii) the  Issuer by the  Indenture  Trustee  or by any  Noteholder
         shall be  sufficient  for every  purpose  hereunder  if in writing  and
         mailed  first-class,  postage prepaid to the Issuer  addressed to: Ford
         Credit Auto Owner Trust  2000-D,  in care of The Bank of New York,  101
         Barclay Street,  Floor 12 East, New York, New York,  10256,  Attention:
         Asset-Backed  Finance  Unit,  with a copy to the  Administrator  at One
         American Road, Dearborn,  Michigan 48126,  Attention:  Secretary, or at
         any other  address  previously  furnished  in writing to the  Indenture
         Trustee by the Issuer or the  Administrator.  The Issuer shall promptly
         transmit  any  notice  received  by it  from  the  Noteholders  to  the
         Indenture  Trustee and the Swap  Counterparty.  The  Indenture  Trustee
         shall  likewise  promptly  transmit any notice  received by it from the
         Noteholders to the Issuer and the Swap  Counterparty  and from the Swap
         Counterparty to the Issuer.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

              SECTION 11.17 No Petition. The Indenture Trustee, by entering into
this  Indenture,  and each  Noteholder or Note Owner, by accepting a Note or, in
the case of a Note Owner, a beneficial  interest in a Note,  hereby covenant and
agree that they will not at any time institute  against the Seller,  the General
Partner or the  Issuer,  or join in any  institution  against  the  Seller,  the
General Partner or the Issuer of, any bankruptcy,  reorganization,  arrangement,
insolvency or liquidation  proceedings,  or other  proceedings  under any United
States  federal  or State  bankruptcy  or  similar  law in  connection  with any
obligations  relating  to the Notes,  this  Indenture  or any of the other Basic
Documents.

              SECTION 11.18 Inspection.  The Issuer agrees that, with reasonable
prior notice, it will permit any representative of the Indenture Trustee, during
the  Issuer's  normal  business  hours,  to  examine  all the books of  account,
records,  reports and other  papers of the Issuer,  to make copies and  extracts
therefrom,  to cause such books to be audited by  Independent  certified  public
accountants, and to discuss the Issuer's affairs, finances and accounts with the
Issuer's officers,  employees, and Independent certified public accountants, all
at such  reasonable  times  and as often  as may be  reasonably  requested.  The
Indenture  Trustee  shall  and  shall  cause  its  representatives  to  hold  in
confidence all such information  except to the extent disclosure may be required
by  law  (and  all  reasonable   applications  for  confidential  treatment  are
unavailing)  and except to the extent that the Indenture  Trustee may reasonably
determine that such disclosure is consistent with its obligations hereunder.


<PAGE>


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

                           FORD CREDIT AUTO OWNER TRUST 2000-D

                                  By:    THE BANK OF NEW YORK,
                                         not in its individual capacity but
                                         solely as Owner Trustee of Ford
                                         Credit Auto Owner Trust 2000-D



                                  By:
                                        Name:
                                        Title:


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



                                  By:
                                      Name:
                                      Title:

















<PAGE>


                                                                   EXHIBIT A-1

                            [FORM OF CLASS A-1 NOTE]

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

THE  PRINCIPAL  OF THIS NOTE IS PAYABLE 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                                                       $439,000,000

No. R-[  ]                                                  CUSIP NO. [_____]


                       FORD CREDIT AUTO OWNER TRUST 2000-D

                       CLASS A-1 7.008% ASSET BACKED NOTES


                  Ford  Credit  Auto  Owner  Trust  2000-D,   a  business  trust
organized and existing under the laws of the State of Delaware  (herein referred
to as the "Issuer"),  for value received,  hereby promises to pay to CEDE & CO.,
or registered  assigns,  the  principal sum of FOUR HUNDRED  THIRTY NINE MILLION
DOLLARS  payable on each  Distribution  Date in an amount equal to the aggregate
amount,  if any, payable to Noteholders of Class A-1 Notes on such  Distribution
Date in respect of  principal on the Class A-1 Notes  pursuant to the  Indenture
dated  as of July 1,  2000  (as  from  time to  time  amended,  supplemented  or
otherwise modified and in effect,  the "Indenture"),  between the Issuer and The
Chase  Manhattan  Bank, a New York  corporation,  as Indenture  Trustee (in such
capacity the "Indenture Trustee");  provided, however, that the entire principal
amount of this Note shall be payable on the January 2001  Distribution Date (the
"Targeted  Scheduled  Distribution  Date")  to the  extent  of  funds  available
therefor  pursuant to the Indenture and the entire  unpaid  principal  amount of
this  Note  shall be due and  payable  on the June 2002  Distribution  Date (the
"Class A-1 Final Scheduled  Distribution Date") and the Redemption Date, if any,
pursuant  to  Section  10.1 of the  Indenture.  Capitalized  terms  used but not
defined  herein are defined in Article I of the  Indenture,  which also contains
rules as to construction that shall be applicable herein.

                  The  Issuer  shall pay  interest  on this Note at the rate per
annum shown above on each  Distribution Date until the principal of this Note is
paid  or made  available  for  payment  on the  principal  amount  of this  Note
outstanding  on the  preceding  Distribution  Date (after  giving  effect to all
payments of  principal  made on the  preceding  Distribution  Date),  subject to
certain limitations contained in Section 3.1 of the Indenture.  Interest on this
Note will accrue for each Distribution Date from and including the fifteenth day
of the calendar month  immediately  preceding such Distribution Date (or, in the
case of the initial  Distribution  Date, from the Closing Date) to but excluding
the fifteenth day of the following calendar month.  Interest will be computed on
the basis of a 360-day  year of twelve  30-day  months.  Such  principal  of and
interest  on this Note  shall be paid in the  manner  specified  on the  reverse
hereof.  "Distribution  Date" means the fifteenth day of each month,  or, if any
such day is not a Business Day, the next  succeeding  Business  Day,  commencing
August 15, 2000.

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

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

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

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]


<PAGE>


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

Date: July 26, 2000

                                  FORD CREDIT AUTO OWNER TRUST 2000-D

                                  By:    THE BANK OF NEW YORK,
                                         not in its individual capacity
                                         but solely as Owner Trustee of Ford
                                         Credit Auto Owner Trust 2000-D



                                  By:
                                         Authorized Officer

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date: July 26, 2000

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


                              By:
                                         Authorized Officer


<PAGE>



                                [REVERSE OF NOTE]

                  This  Note is one of a duly  authorized  issue of Notes of the
Issuer,  designated  as its Class A-1 7.008%  Asset Backed Notes (the "Class A-1
Notes")  which,  together  with the Issuer's  Class A-2 7.06% Asset Backed Notes
(the  "Class A-2  Notes"),  Class A-3 7.15% Asset  Backed  Notes (the "Class A-3
Notes"),  Class A-4 7.13% Asset Backed Notes (the "Class A-4 Notes"),  Class A-5
7.15% Asset Backed Notes (the "Class A-5 Notes" and, together with the Class A-1
Notes,  the Class A-2 Notes,  the Class A-3 Notes and the Class A-4  Notes,  the
"Class A Notes"),  the Floating Rate Asset Backed  Variable Pay Term Notes to be
issued by the Issuer  from time to time (the  "VPTNs")  and Class B 7.40%  Asset
Backed Notes (the "Class B Notes" and,  together  with the Class A Notes and the
VPTNs, 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 the 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.

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


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

                  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  but  not in  part,  in the  manner  and to the  extent  described  in the
Indenture and the Sale and Servicing Agreement.

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

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

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


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

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


<PAGE>


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

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

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

                  The   Notes  are   issuable   only  in   registered   form  in
denominations  of $1,000  and  integral  multiples  thereof as  provided  in the
Indenture, subject to certain limitations therein set forth.

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

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


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


<PAGE>



                                   ASSIGNMENT

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



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

                                    (name and address of assignee)

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

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

                                                                        */






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


<PAGE>


                                                                   EXHIBIT A-2

                            [FORM OF CLASS A-2 NOTE]

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

THE  PRINCIPAL  OF THIS NOTE IS PAYABLE 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                                                        $360,000,000

No. R-[ ]                                                    CUSIP NO. [_____]


                       FORD CREDIT AUTO OWNER TRUST 2000-D

                       CLASS A-2 7.06% ASSET BACKED NOTES


                  Ford  Credit  Auto  Owner  Trust  2000-D,   a  business  trust
organized and existing under the laws of the State of Delaware  (herein referred
to as the "Issuer"),  for value received,  hereby promises to pay to CEDE & CO.,
or registered assigns,  the principal sum of THREE HUNDRED SIXTY MILLION DOLLARS
payable on each Distribution Date in an amount equal to the aggregate amount, if
any,  payable to  Noteholders  of Class A-2 Notes on such  Distribution  Date in
respect of principal on the Class A-2 Notes  pursuant to the Indenture  dated as
of July 1,  2000  (as  from  time to time  amended,  supplemented  or  otherwise
modified  and in  effect,  the  "Indenture"),  between  the Issuer and The Chase
Manhattan Bank, a New York  corporation,  as Indenture Trustee (in such capacity
the "Indenture Trustee"); provided, however, that the entire principal amount of
this Note  shall be payable on the July 2001  Distribution  Date (the  "Targeted
Scheduled Distribution Date") to the extent of funds available therefor pursuant
to the Indenture and the entire  unpaid  principal  amount of this Note shall be
due and  payable  on the April  2003  Distribution  Date (the  "Class  A-2 Final
Scheduled  Distribution  Date") and the  Redemption  Date,  if any,  pursuant to
Section 10.1 of the Indenture. Capitalized terms used but not defined herein are
defined  in  Article  I of  the  Indenture,  which  also  contains  rules  as to
construction that shall be applicable herein.

                  The  Issuer  shall pay  interest  on this Note at the rate per
annum shown above on each  Distribution Date until the principal of this Note is
paid  or made  available  for  payment  on the  principal  amount  of this  Note
outstanding  on the  preceding  Distribution  Date (after  giving  effect to all
payments of  principal  made on the  preceding  Distribution  Date),  subject to
certain limitations contained in Section 3.1 of the Indenture.  Interest on this
Note will accrue for each Distribution Date from and including the fifteenth day
of the calendar month  immediately  preceding such Distribution Date (or, in the
case of the initial  Distribution  Date, from the Closing Date) to but excluding
the fifteenth day of the following calendar month.  Interest will be computed on
the basis of a 360-day  year of twelve  30-day  months.  Such  principal  of and
interest  on this Note  shall be paid in the  manner  specified  on the  reverse
hereof.  "Distribution  Date" means the fifteenth day of each month,  or, if any
such day is not a Business Day, the next  succeeding  Business  Day,  commencing
August 15, 2000.

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

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


<PAGE>


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

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]


<PAGE>



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

Date: July 26, 2000

                                  FORD CREDIT AUTO OWNER TRUST 2000-D

                                  By:    THE BANK OF NEW YORK,
                                         not in its individual capacity
                                         but solely as Owner Trustee of Ford
                                         Credit Auto Owner Trust 2000-D



                                  By:
                                         Authorized Officer

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date: July 26, 2000

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


                              By:
                                         Authorized Officer


<PAGE>




                                [REVERSE OF NOTE]

                  This  Note is one of a duly  authorized  issue of Notes of the
Issuer,  designated  as its Class A-2 7.06% Asset  Backed  Notes (the "Class A-2
Notes")  which,  together with the Issuer's  Class A-1 7.008% Asset Backed Notes
(the  "Class A-1  Notes"),  Class A-3 7.15% Asset  Backed  Notes (the "Class A-3
Notes"),  Class A-4 7.13% Asset Backed Notes (the "Class A-4 Notes"),  Class A-5
7.15% Asset Backed Notes (the "Class A-5 Notes" and, together with the Class A-1
Notes,  the Class A-2 Notes,  the Class A-3 Notes and the Class A-4  Notes,  the
"Class A Notes"),  the Floating Rate Asset Backed  Variable Pay Term Notes to be
issued by the Issuer  from time to time (the  "VPTNs")  and Class B 7.40%  Asset
Backed Notes (the "Class B Notes" and,  together  with the Class A Notes and the
VPTNs, 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 the 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.

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


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

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

                  As provided in the  Indenture,  the Notes may be redeemed,  in
whole  but  not in  part,  in the  manner  and to the  extent  described  in the
Indenture and the Sale and Servicing Agreement.
<PAGE>

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


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

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


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

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


<PAGE>


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

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

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

                  The   Notes  are   issuable   only  in   registered   form  in
denominations  of $1,000  and  integral  multiples  thereof as  provided  in the
Indenture, subject to certain limitations therein set forth.

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

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


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


<PAGE>


                                   ASSIGNMENT

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



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

                                    (name and address of assignee)

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

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

                                                                        */






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


<PAGE>

                                                                    EXHIBIT A-3

                            [FORM OF CLASS A-3 NOTE]

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

THE  PRINCIPAL  OF THIS NOTE IS PAYABLE 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                                                       $294,000,000

No. R-[  ]                                                  CUSIP NO. [_____]


                       FORD CREDIT AUTO OWNER TRUST 2000-D

                       CLASS A-3 7.15% ASSET BACKED NOTES


                  Ford  Credit  Auto  Owner  Trust  2000-D,   a  business  trust
organized and existing under the laws of the State of Delaware  (herein referred
to as the "Issuer"),  for value received,  hereby promises to pay to CEDE & CO.,
or registered  assigns,  the  principal  sum of TWO HUNDRED  NINETY FOUR MILLION
DOLLARS  payable on each  Distribution  Date in an amount equal to the aggregate
amount,  if any, payable to Noteholders of Class A-3 Notes on such  Distribution
Date in respect of  principal on the Class A-3 Notes  pursuant to the  Indenture
dated  as of July 1,  2000  (as  from  time to  time  amended,  supplemented  or
otherwise modified and in effect,  the "Indenture"),  between the Issuer and The
Chase  Manhattan  Bank, a New York  corporation,  as Indenture  Trustee (in such
capacity the "Indenture Trustee");  provided, however, that the entire principal
amount of this Note shall be payable on the January 2002  Distribution Date (the
"Targeted  Scheduled  Distribution  Date")  to the  extent  of  funds  available
therefor  pursuant to the Indenture and the entire  unpaid  principal  amount of
this Note shall be due and payable on the December 2003  Distribution  Date (the
"Class A-3 Final Scheduled  Distribution Date") and the Redemption Date, if any,
pursuant  to  Section  10.1 of the  Indenture.  Capitalized  terms  used but not
defined  herein are defined in Article I of the  Indenture,  which also contains
rules as to construction that shall be applicable herein.

                  The  Issuer  shall pay  interest  on this Note at the rate per
annum shown above on each  Distribution Date until the principal of this Note is
paid  or made  available  for  payment  on the  principal  amount  of this  Note
outstanding  on the  preceding  Distribution  Date (after  giving  effect to all
payments of  principal  made on the  preceding  Distribution  Date),  subject to
certain limitations contained in Section 3.1 of the Indenture.  Interest on this
Note will accrue for each Distribution Date from and including the fifteenth day
of the calendar month  immediately  preceding such Distribution Date (or, in the
case of the initial  Distribution  Date, from the Closing Date) to but excluding
the fifteenth day of the following calendar month.  Interest will be computed on
the basis of a 360-day  year of twelve  30-day  months.  Such  principal  of and
interest  on this Note  shall be paid in the  manner  specified  on the  reverse
hereof.  "Distribution  Date" means the fifteenth day of each month,  or, if any
such day is not a Business Day, the next  succeeding  Business  Day,  commencing
August 15, 2000.

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

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


<PAGE>


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

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]


<PAGE>



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

Date: July 26, 2000

                                  FORD CREDIT AUTO OWNER TRUST 2000-D

                                  By:    THE BANK OF NEW YORK,
                                         not in its individual capacity but
                                         solely as Owner Trustee of Ford
                                         Credit Auto Owner Trust 2000-D



                                  By:
                                         Authorized Officer

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date: July 26, 2000

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


                              By:
                                         Authorized Officer


<PAGE>


                                [REVERSE OF NOTE]

                  This  Note is one of a duly  authorized  issue of Notes of the
Issuer,  designated  as its Class A-3 7.15% Asset  Backed  Notes (the "Class A-3
Notes")  which,  together with the Issuer's  Class A-1 7.008% Asset Backed Notes
(the  "Class A-1  Notes"),  Class A-2 7.06% Asset  Backed  Notes (the "Class A-2
Notes"),  Class A-4 7.13% Asset Backed Notes (the "Class A-4 Notes"),  Class A-5
7.15% Asset Backed Notes (the "Class A-5 Notes" and, together with the Class A-1
Notes,  the Class A-2 Notes,  the Class A-3 Notes and the Class A-4  Notes,  the
"Class A Notes"),  the Floating Rate Asset Backed  Variable Pay Term Notes to be
issued by the Issuer  from time to time (the  "VPTNs")  and Class B 7.40%  Asset
Backed Notes (the "Class B Notes" and,  together  with the Class A Notes and the
VPTNs, 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 the 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.

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


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

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

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

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


<PAGE>


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

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

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

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


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

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

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

                  The   Notes  are   issuable   only  in   registered   form  in
denominations  of $1,000  and  integral  multiples  thereof as  provided  in the
Indenture, subject to certain limitations therein set forth.

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

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


<PAGE>


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


<PAGE>


                                   ASSIGNMENT

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



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

                                    (name and address of assignee)

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

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

                                                                        */






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


<PAGE>
                                                                   EXHIBIT A-4

                            [FORM OF CLASS A-4 NOTE]

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

THE  PRINCIPAL  OF THIS NOTE IS PAYABLE 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                                                      $227,000,000

No. R-[  ]                                                  CUSIP NO. [_____]


                       FORD CREDIT AUTO OWNER TRUST 2000-D

                       CLASS A-4 7.13% ASSET BACKED NOTES


                  Ford  Credit  Auto  Owner  Trust  2000-D,   a  business  trust
organized and existing under the laws of the State of Delaware  (herein referred
to as the "Issuer"),  for value received,  hereby promises to pay to CEDE & CO.,
or registered  assigns,  the  principal sum of TWO HUNDRED  TWENTY SEVEN MILLION
DOLLARS  payable on each  Distribution  Date in an amount equal to the aggregate
amount,  if any, payable to Noteholders of Class A-4 Notes on such  Distribution
Date in respect of  principal on the Class A-4 Notes  pursuant to the  Indenture
dated  as of July 1,  2000  (as  from  time to  time  amended,  supplemented  or
otherwise modified and in effect,  the "Indenture"),  between the Issuer and The
Chase  Manhattan  Bank, a New York  corporation,  as Indenture  Trustee (in such
capacity the "Indenture Trustee");  provided, however, that the entire principal
amount of this Note  shall be payable  on the July 2002  Distribution  Date (the
"Targeted  Scheduled  Distribution  Date")  to the  extent  of  funds  available
therefor  pursuant to the Indenture and the entire  unpaid  principal  amount of
this  Note  shall be due and  payable  on the July 2004  Distribution  Date (the
"Class A-4 Final Scheduled  Distribution Date") and the Redemption Date, if any,
pursuant  to  Section  10.1 of the  Indenture.  Capitalized  terms  used but not
defined  herein are defined in Article I of the  Indenture,  which also contains
rules as to construction that shall be applicable herein.
<PAGE>

                  The  Issuer  shall pay  interest  on this Note at the rate per
annum shown above on each  Distribution Date until the principal of this Note is
paid  or made  available  for  payment  on the  principal  amount  of this  Note
outstanding  on the  preceding  Distribution  Date (after  giving  effect to all
payments of  principal  made on the  preceding  Distribution  Date),  subject to
certain limitations contained in Section 3.1 of the Indenture.  Interest on this
Note will accrue for each Distribution Date from and including the fifteenth day
of the calendar month  immediately  preceding such Distribution Date (or, in the
case of the initial  Distribution  Date, from the Closing Date) to but excluding
the fifteenth day of the following calendar month.  Interest will be computed on
the basis of a 360-day  year of twelve  30-day  months.  Such  principal  of and
interest  on this Note  shall be paid in the  manner  specified  on the  reverse
hereof.  "Distribution  Date" means the fifteenth day of each month,  or, if any
such day is not a Business Day, the next  succeeding  Business  Day,  commencing
August 15, 2000.

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

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


<PAGE>


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

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]


<PAGE>



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

Date: July 26, 2000

                                  FORD CREDIT AUTO OWNER TRUST 2000-D

                                  By:    THE BANK OF NEW YORK,
                                         not in its individual capacity but
                                         solely as Owner Trustee of Ford
                                         Credit Auto Owner Trust 2000-D



                                  By:
                                         Authorized Officer

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date: July 26, 2000

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


                              By:
                                         Authorized Officer


<PAGE>



                                [REVERSE OF NOTE]

                  This  Note is one of a duly  authorized  issue of Notes of the
Issuer,  designated  as its Class A-4 7.13% Asset  Backed  Notes (the "Class A-4
Notes")  which,  together with the Issuer's  Class A-1 7.008% Asset Backed Notes
(the  "Class A-1  Notes"),  Class A-2 7.06% Asset  Backed  Notes (the "Class A-2
Notes"),  Class A-3 7.15% Asset Backed Notes (the "Class A-3 Notes"),  Class A-5
7.15% Asset Backed Notes (the "Class A-5 Notes" and, together with the Class A-1
Notes,  the Class A-2 Notes,  the Class A-3 Notes and the Class A-4  Notes,  the
"Class A Notes"),  the Floating Rate Asset Backed  Variable Pay Term Notes to be
issued by the Issuer  from time to time (the  "VPTNs")  and Class B 7.40%  Asset
Backed Notes (the "Class B Notes" and,  together  with the Class A Notes and the
VPTNs, 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 the terms of the
Indenture.

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

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


<PAGE>


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

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

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

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


<PAGE>


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

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

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

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


<PAGE>


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

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

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

                  The   Notes  are   issuable   only  in   registered   form  in
denominations  of $1,000  and  integral  multiples  thereof as  provided  in the
Indenture, subject to certain limitations therein set forth.

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

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


<PAGE>


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


<PAGE>


                                   ASSIGNMENT

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



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

                                    (name and address of assignee)

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

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

                                                                        */






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


<PAGE>
                                                                    EXHIBIT A-5

                            [FORM OF CLASS A-5 NOTE]

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

THE  PRINCIPAL  OF THIS NOTE IS PAYABLE 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                                                      $153,000,000

No. R-[ ]                                                  CUSIP NO. [_____]


                       FORD CREDIT AUTO OWNER TRUST 2000-D

                       CLASS A-5 7.15% ASSET BACKED NOTES


                  Ford  Credit  Auto  Owner  Trust  2000-D,   a  business  trust
organized and existing under the laws of the State of Delaware  (herein referred
to as the "Issuer"),  for value received,  hereby promises to pay to CEDE & CO.,
or  registered  assigns,  the  principal  sum of ONE HUNDRED FIFTY THREE MILLION
DOLLARS  payable on each  Distribution  Date in an amount equal to the aggregate
amount,  if any, payable to Noteholders of Class A-5 Notes on such  Distribution
Date in respect of  principal on the Class A-5 Notes  pursuant to the  Indenture
dated  as of July 1,  2000  (as  from  time to  time  amended,  supplemented  or
otherwise modified and in effect,  the "Indenture"),  between the Issuer and The
Chase  Manhattan  Bank, a New York  corporation,  as Indenture  Trustee (in such
capacity the "Indenture Trustee");  provided, however, that the entire principal
amount of this Note shall be payable on the January 2003  Distribution Date (the
"Targeted  Scheduled  Distribution  Date")  to the  extent  of  funds  available
therefor  pursuant to the Indenture and the entire  unpaid  principal  amount of
this Note shall be due and payable on the January  2005  Distribution  Date (the
"Class A-5 Final Scheduled  Distribution Date") and the Redemption Date, if any,
pursuant  to  Section  10.1 of the  Indenture.  Capitalized  terms  used but not
defined  herein are defined in Article I of the  Indenture,  which also contains
rules as to construction that shall be applicable herein.
<PAGE>

                  The  Issuer  shall pay  interest  on this Note at the rate per
annum shown above on each  Distribution Date until the principal of this Note is
paid  or made  available  for  payment  on the  principal  amount  of this  Note
outstanding  on the  preceding  Distribution  Date (after  giving  effect to all
payments of  principal  made on the  preceding  Distribution  Date),  subject to
certain limitations contained in Section 3.1 of the Indenture.  Interest on this
Note will accrue for each Distribution Date from and including the fifteenth day
of the calendar month  immediately  preceding such Distribution Date (or, in the
case of the initial  Distribution  Date, from the Closing Date) to but excluding
the fifteenth day of the following calendar month.  Interest will be computed on
the basis of a 360-day  year of twelve  30-day  months.  Such  principal  of and
interest  on this Note  shall be paid in the  manner  specified  on the  reverse
hereof.  "Distribution  Date" means the fifteenth day of each month,  or, if any
such day is not a Business Day, the next  succeeding  Business  Day,  commencing
August 15, 2000.

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

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

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

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]


<PAGE>



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

Date: July 26, 2000

                                  FORD CREDIT AUTO OWNER TRUST 2000-D

                                  By:    THE BANK OF NEW YORK,
                                         not in its individual capacity but
                                         solely as Owner Trustee of Ford
                                         Credit Auto Owner Trust 2000-D



                                  By:
                                         Authorized Officer

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date: July 26, 2000

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


                              By:
                                         Authorized Officer


<PAGE>


                                [REVERSE OF NOTE]

                  This  Note is one of a duly  authorized  issue of Notes of the
Issuer,  designated  as its Class A-5 7.15% Asset  Backed  Notes (the "Class A-5
Notes")  which,  together with the Issuer's  Class A-1 7.008% Asset Backed Notes
(the  "Class A-1  Notes"),  Class A-2 7.06% Asset  Backed  Notes (the "Class A-2
Notes"),  Class A-3 7.15% Asset Backed Notes (the "Class A-3 Notes"),  Class A-4
7.13% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1
Notes,  the Class A-2 Notes,  the Class A-3 Notes and the Class A-5  Notes,  the
"Class A Notes"),  the Floating Rate Asset Backed  Variable Pay Term Notes to be
issued by the Issuer  from time to time (the  "VPTNs")  and Class B 7.40%  Asset
Backed Notes (the "Class B Notes" and,  together  with the Class A Notes and the
VPTNs, 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 the terms of the
Indenture.

                  The  Class  A-5  Notes  are and will be  equally  and  ratably
secured by the  collateral  pledged as  security  therefor  as  provided  in the
Indenture.

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


<PAGE>


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

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

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

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


<PAGE>


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

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

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

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


<PAGE>


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

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

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

                  The   Notes  are   issuable   only  in   registered   form  in
denominations  of $1,000  and  integral  multiples  thereof as  provided  in the
Indenture, subject to certain limitations therein set forth.

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

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


<PAGE>


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


<PAGE>


                                   ASSIGNMENT

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



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

                                    (name and address of assignee)

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

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

                                                                       */






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


<PAGE>





                                                                     EXHIBIT B

                             [FORM OF CLASS B NOTE]


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

THE  PRINCIPAL  OF THIS NOTE IS PAYABLE 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                                                      $72,724,000

No. R-[ ]                                                 CUSIP NO. [_____]

                       FORD CREDIT AUTO OWNER TRUST 2000-D

                        CLASS B 7.40% ASSET BACKED NOTES



<PAGE>


                  Ford  Credit  Auto  Owner  Trust  2000-D,   a  business  trust
organized and existing under the laws of the State of Delaware  (herein referred
to as the "Issuer"),  for value received,  hereby promises to pay to CEDE & CO.,
or  registered  assigns,  the principal sum of SEVENTY TWO MILLION SEVEN HUNDRED
TWENTY FOUR  THOUSAND  DOLLARS  payable on each  Distribution  Date in an amount
equal to the aggregate  amount,  if any, payable to Noteholders of Class B Notes
on such  Distribution Date in respect of principal on the Class B Notes pursuant
to the  Indenture  dated  as of July 1,  2000  (as  from  time to time  amended,
supplemented or otherwise modified and in effect, the "Indenture"),  between the
Issuer  and The Chase  Manhattan  Bank,  a New York  corporation,  as  Indenture
Trustee (in such capacity the "Indenture Trustee");  provided, however, that the
entire  unpaid  principal  amount of this Note  shall be due and  payable on the
earlier  of the  April  2005  Distribution  Date (the  "Class B Final  Scheduled
Distribution Date") and the Redemption Date, if any, pursuant to Section 10.1 of
the  Indenture.  Capitalized  terms used but not  defined  herein are defined in
Article I of the Indenture,  which also contains rules as to  construction  that
shall be applicable herein.

                  The  Issuer  shall pay  interest  on this Note at the rate per
annum shown above on each  Distribution Date until the principal of this Note is
paid  or made  available  for  payment  on the  principal  amount  of this  Note
outstanding  on the  preceding  Distribution  Date (after  giving  effect to all
payments of  principal  made on the  preceding  Distribution  Date),  subject to
certain limitations contained in Section 3.1 of the Indenture.  Interest on this
Note will accrue for each Distribution Date from and including the fifteenth day
of the calendar month  immediately  preceding such Distribution Date (or, in the
case of the initial  Distribution  Date, from the Closing Date) to but excluding
the fifteenth day of the following calendar month.  Interest will be computed on
the basis of a 360-day  year of twelve  30-day  months.  Such  principal  of and
interest  on this Note  shall be paid in the  manner  specified  on the  reverse
hereof.  "Distribution  Date" means the fifteenth day of each month,  or, if any
such day is not a Business Day, the next  succeeding  Business  Day,  commencing
August 15, 2000.

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

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

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

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]


<PAGE>



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

Date: July 26, 2000

                                  FORD CREDIT AUTO OWNER TRUST 2000-D

                                  By:    THE BANK OF NEW YORK,
                                         not in its individual capacity but
                                         solely as Owner Trustee of Ford
                                         Credit Auto Owner Trust 2000-D



                                  By:
                                         Authorized Officer

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date: July 26, 2000

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


                              By

                                         Authorized Officer


<PAGE>


                                [REVERSE OF NOTE]

                  This  Note is one of a duly  authorized  issue of Notes of the
Issuer,  designated as its Class B 7.40% Asset Backed Notes (the "Class B Notes"
and,  together with the Class A Notes and VPTNs referred to below,  the "Notes")
which,  together  with the  Issuer's  Class A-1 7.008%  Asset  Backed Notes (the
"Class A-1 Notes"),  Class A-2 7.06% Asset Backed Notes (the "Class A-2 Notes"),
Class A-3 7.15%  Asset  Backed  Notes (the "Class A-3  Notes"),  Class A-4 7.13%
Asset  Backed  Notes (the "Class A-4  Notes")  and Class A-5 7.15% Asset  Backed
Notes (the "Class A-5 Notes" and,  together with the Class A-1 Notes,  the Class
A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the "Class A Notes") and
the  Floating  Rate  Asset  Backed  Variable  Pay Term Notes to be issued by the
Issuer from time to time (the "VPTNs"), 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 the terms of
the Indenture.

                  The Class B Notes are and will be equally and ratably  secured
by the collateral pledged as security therefor as provided in the Indenture. The
holder of this Class B Note  acknowledges  and agrees that its rights to receive
payments in respect of this Note are  subordinated  to the rights of the Class A
Noteholders,  the VPTN Noteholders and the Swap Counterparty as described in the
Sale and Servicing Agreement and Indenture.

                  Principal  of the  Class  B  Notes  will  be  payable  on each
Distribution Date in an amount described on the face hereof.

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


<PAGE>


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

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

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


<PAGE>


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

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

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

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

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


<PAGE>


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

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

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

                  The   Notes  are   issuable   only  in   registered   form  in
denominations  of $1,000  and  integral  multiples  thereof as  provided  in the
Indenture, subject to certain limitations therein set forth.

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

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


<PAGE>


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


<PAGE>


                                   ASSIGNMENT

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



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

                                    (name and address of assignee)

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

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

                                                                        */



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


<PAGE>




                                                                 EXHIBIT VPTN

                        [FORM OF VARIABLE PAY TERM NOTE]


THIS  VARIABLE PAY TERM NOTE HAS NOT BEEN AND WILL NOT BE  REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"),  OR UNDER ANY STATE
SECURITIES OR BLUE SKY LAW OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF,
BY PURCHASING  THIS  VARIABLE PAY TERM NOTE,  AGREES THAT THIS VARIABLE PAY TERM
NOTE  MAY BE  REOFFERED,  RESOLD,  PLEDGED  OR  OTHERWISE  TRANSFERRED  ONLY  IN
COMPLIANCE  WITH THE  SECURITIES  ACT AND OTHER  APPLICABLE  LAWS,  AND ONLY (1)
PURSUANT TO RULE 144A UNDER THE  SECURITIES  ACT ("RULE  144A") TO A PERSON THAT
THE HOLDER REASONABLY  BELIEVES IS A QUALIFIED  INSTITUTIONAL  BUYER, WITHIN THE
MEANING  OF RULE  144A (A  "QIB"),  PURCHASING  FOR ITS OWN  ACCOUNT  OR FOR THE
ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED,  IN EACH CASE, THAT THE REOFFER,
RESALE,  PLEDGE,  OR OTHER  TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2)
PURSUANT  TO AN  EXEMPTION  FROM  REGISTRATION  PROVIDED  BY RULE 144  UNDER THE
SECURITIES ACT (IF AVAILABLE),  SUBJECT TO THE RECEIPT BY THE INDENTURE  TRUSTEE
AND THE VARIABLE  PAY TERM NOTE  REGISTRAR OF SUCH  EVIDENCE  ACCEPTABLE  TO THE
INDENTURE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE
WITH THE  SECURITIES  ACT AND OTHER  APPLICABLE  LAWS,  (3) TO AN  INSTITUTIONAL
"ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1),  (2), (3) OR
(7) OF  REGULATION D UNDER THE  SECURITIES  ACT PURSUANT TO ANY OTHER  EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RECEIPT
BY THE  INDENTURE  TRUSTEE  AND  THE  NOTE  REGISTRAR  OF  SUCH  OTHER  EVIDENCE
ACCEPTABLE  TO THE  INDENTURE  TRUSTEE  THAT  SUCH  REOFFER,  RESALE,  PLEDGE OR
TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER  APPLICABLE LAWS, OR
(4) TO THE  SELLER  OR ITS  AFFILIATES,  IN EACH  CASE IN  ACCORDANCE  WITH  ALL
APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES AND BLUE SKY LAWS
OF THE STATES OF THE UNITED STATES.

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


<PAGE>



No. R-[___]                                                           $[      ]
                                                             CUSIP NO. [      ]

                       FORD CREDIT AUTO OWNER TRUST 2000-D

                FLOATING RATE ASSET BACKED VARIABLE PAY TERM NOTE

                  Ford  Credit  Auto  Owner  Trust  2000-D,   a  business  trust
organized and existing under the laws of the State of Delaware  (herein referred
to as the "Issuer"), for value received, hereby promises to pay to [__________],
or registered assigns,  the principal sum of [_________] MILLION DOLLARS payable
on  each  Distribution  Date  in an  amount  equal  to the  result  obtained  by
multiplying (i) a fraction, the numerator of which is [__________] (the original
face  amount of this Note) and the  denominator  of which is  [__________]  (the
aggregate  principal  amount of the VPTN on the original  issuance  date of this
VPTN) by (ii) the aggregate  amount,  if any, payable to the VPTNs issued on the
original  issuance  date of this VPTN in respect of  principal  pursuant  to the
Indenture  dated as of July 1, 2000 (as from time to time amended,  supplemented
or otherwise  modified and in effect,  the "Indenture"),  between the Issuer and
The Chase Manhattan Bank, a New York corporation,  as Indenture Trustee (in such
capacity  the  "Indenture  Trustee");   provided,  however,  the  entire  unpaid
principal  amount of this Note  shall be due and  payable  on the  January  2005
Distribution  Date  (the  "VPTN  Final  Scheduled  Distribution  Date")  and the
Redemption Date, if any, pursuant to Section 10.1 of the Indenture.  Capitalized
terms used but not  defined  herein are  defined in Article I of the  Indenture,
which also contains rules as to construction that shall be applicable herein.

                  The  Issuer   shall  pay   interest   on  this  VPTN  on  each
Distribution  Date at a rate  equal  to  one-month  LIBOR on the  related  LIBOR
Determination  Date (as defined in the Indenture) plus [___]%.  Interest on this
VPTN will  accrue,  in the case of the first  Distribution  Date  following  the
issuance of the VPTN,  the period from and  including  the issuance  date to and
excluding such Distribution Date and for any other Distribution Date, the period
from and  including  the most recent  Distribution  Date to but  excluding  such
Distribution Date. Interest will be computed on the basis of actual days elapsed
and a 360-day year. Such principal of and interest on this VPTN shall be paid in
the manner  specified  on the  reverse  hereof.  "Distribution  Date"  means the
fifteenth day of each month, or, if any such day is not a Business Day, the next
succeeding Business Day, commencing August 15, 2000.

                  The principal of and interest on this VPTN 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 VPTN shall be applied  first to  interest  due and
payable on this VPTN as provided above and then to the unpaid  principal of this
VPTN.


<PAGE>


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

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

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]


<PAGE>



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

Date: July 26, 2000

                                  FORD CREDIT AUTO OWNER TRUST 2000-D

                                  By:    THE BANK OF NEW YORK,
                                         not in its individual capacity but
                                         solely as Owner Trustee of Ford
                                         Credit Auto Owner Trust 2000-D



                                  By:
                                         Authorized Officer

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date: July 26, 2000

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


                              By:
                                         Authorized Officer


<PAGE>





                                [REVERSE OF NOTE]

                  This  VPTN is one of a duly  authorized  issue of VPTNs of the
Issuer,  designated  as its Floating  Rate Asset Backed  Variable Pay Term Notes
(the "VPTNs")  which,  together with the Issuer's  Class A-1 7.008% Asset Backed
Notes (the "Class A-1  Notes"),  Class A-2 7.06% Asset  Backed Notes (the "Class
A-2 Notes"),  Class A-3 7.15% Asset Backed Notes (the "Class A-3 Notes"),  Class
A-4 7.13%  Asset  Backed  Notes (the "Class A-4  Notes"),  Class A-5 7.15% Asset
Backed Notes (the "Class A-5 Notes" and,  together with the Class A-1 Notes, the
Class A-2  Notes,  the Class A-3  Notes and the Class A-4  Notes,  the  "Class A
Notes") and Class B 7.40% Asset Backed Notes (the "Class B Notes" and,  together
with the  VPTNs  and the  Class A Notes,  the  "Notes"),  are  issued  under the
Indenture,  to which Indenture and all indentures supplemental thereto reference
is  hereby  made  for a  statement  of the  respective  rights  and  obligations
thereunder of the Issuer,  the Indenture Trustee and the Noteholders.  The VPTNs
are subject to all the terms of the Indenture.

                  The VPTNs are and will be equally and  ratably  secured by the
collateral pledged as security therefor as provided in the Indenture.

                  As described on the face hereof,  the entire unpaid  principal
amount  of this  VPTN  shall  be due and  payable  on the VPTN  Final  Scheduled
Distribution Date.  Notwithstanding  the foregoing,  the entire unpaid principal
amount of the VPTNs  shall be due and  payable  on the date on which an Event of
Default shall have occurred and be continuing  and the Indenture  Trustee or the
Noteholders of Notes evidencing not less than a majority of the principal amount
of the Controlling  Note Class have declared the Notes to be immediately due and
payable in the manner  provided in Section 5.2 of the  Indenture.  All principal
payments  on the VPTNs  shall be made  sequentially,  such that no  payments  of
principal  on a VPTN shall be payable  until all earlier  issued VPTNs have been
paid in full.


<PAGE>


                  Payments of interest on this VPTN on each  Distribution  Date,
together with the  installment  of principal,  if any, to the extent not in full
payment of this  VPTN,  shall be made to the  Person  whose name  appears as the
Registered  Noteholder  of the  VPTN on the  Note  Register  as of the  close of
business on each Record Date either by wire  transfer in  immediately  available
funds,  to the  account  of such  Noteholder  at a bank or other  entity  having
appropriate  facilities therefor,  if such Noteholder shall have provided to the
Note Registrar  appropriate written instructions at least five (5) Business Days
prior to such  Distribution  Date and such  Noteholder's  Notes in the aggregate
evidence a denomination of not less than $1,000,000, or, if not, by check mailed
first-class  postage prepaid to such Person's  address as it appears on the Note
Register on such Record Date. Such payments will be made without  requiring that
this VPTN be submitted  for notation of payment.  Any reduction in the principal
amount of this VPTN effected by any payments made on any Distribution Date shall
be binding upon all future  Noteholders of this VPTN and of any VPTN 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 VPTN 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 VPTN 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 VPTN Rate to the extent lawful.

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

                  As provided in the Indenture,  and subject to the restrictions
on  transfer  set  forth  in the  legend  on the  face of this  VPTN  and in the
Indenture, the transfer of this VPTN may be registered on the Note Register upon
surrender  of this VPTN 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  VPTNs  of  the  same  Class  in  authorized
denominations  and in the same aggregate  principal amount will be issued to the
designated transferee or transferees.  No service charge will be charged for any
registration  of transfer or exchange of this VPTN,  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.


<PAGE>


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

                  The Issuer has  entered  into the  Indenture  and this VPTN is
issued  with the  intention  that,  for  federal,  State and local  income,  and
franchise tax  purposes,  the VPTNs will qualify as  indebtedness  of the Issuer
secured by the Indenture Trust Estate.  Each Noteholder,  by its acceptance of a
VPTN,  will be deemed to agree to treat the VPTNs 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 VPTN, the Issuer,  the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may treat the Person in whose name this VPTN (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 VPTN be
overdue,  and none of the Issuer,  the Indenture Trustee or any such agent shall
be affected by notice to the contrary.

                  The Indenture permits (with certain  exceptions  requiring the
consent of all  Noteholders  adversely  affected) the  amendment  thereof by the
Issuer and the Indenture Trustee without the consent of the Noteholders provided
certain  conditions  are  satisfied.  The  Indenture  also  contains  provisions
permitting the  Noteholders  of VPTNs  evidencing  specified  percentages of the
principal  amount of the Notes  Outstanding or of the Controlling Note Class, on
behalf of all  Noteholders,  to waive  compliance  by the  Issuer  with  certain
provisions of the  Indenture  and certain past defaults  under the Indenture and
their  consequences.  Any such consent or waiver by the  Noteholder of this VPTN
shall be  conclusive  and  binding  upon  such  Noteholder  and upon all  future
Noteholders  of this  VPTN  and of any VPTN  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 VPTN.


<PAGE>


                  The  term  "Issuer",  as  used  in  this  VPTN,  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   VPTNs  are   issuable   only  in   registered   form  in
denominations  of $100,000 and integral  multiples of $1,000 thereof as provided
in the Indenture, subject to certain limitations therein set forth.

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

                  No reference herein to the Indenture, and no provision of this
VPTN 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  VPTN at the  times,  place and rate,  and in the coin or  currency  herein
prescribed.

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


<PAGE>



                                   ASSIGNMENT

Social Security Number 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 VPTN and all rights thereunder,  and hereby  irrevocably  constitutes
and appoints  _________________,  attorney,  to transfer  said VPTN 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 VPTN 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.


<PAGE>





                                                                  Exhibit C

                       [FORM OF NOTE DEPOSITORY AGREEMENT]


<PAGE>





                                                                  Exhibit D

                        FORM OF INVESTMENT LETTER - VPTNs
                          QUALIFIED INSTITUTIONAL BUYER


                                                  [Date]

Ford Credit Auto Owner Trust 2000-D
  as Issuer

The Chase Manhattan Bank
  as Indenture Trustee and
  Note Registrar

450 West 33rd Street
New York, New York 10001

                  Re:      Ford Credit Auto Owner Trust 2000-D
                           Floating Rate Asset Backed Variable Pay Term Notes


Ladies and Gentlemen:

         In connection  with our proposed  purchase of the Floating Asset Backed
Variable  Pay Term Note (the "VPTN") of Ford Credit Auto Owner Trust 2000-D (the
"Issuer"),  a trust  formed  by Ford  Credit  Auto  Receivables  Two  L.P.  (the
"Seller"), we confirm that:

         1. The undersigned agrees to be bound by, and not to resell,  transfer,
assign, participate, pledge or otherwise dispose of (any such act, a "Transfer")
the VPTN except in compliance with, the restrictions and conditions set forth in
the  legend  on the face of the VPTN and under the  Securities  Act of 1933,  as
amended (the "Securities Act").

         2. We understand  that no subsequent  Transfer of the VPTN is permitted
unless we cause our  proposed  transferee  to provide to the Issuer and the Note
Registrar a letter  substantially in the form of this letter or Exhibit D to the
Indenture,  as applicable,  or such other written  statement as the Seller shall
prescribe.

         3. We are a "qualified institutional buyer" (within the meaning of Rule
144A under the  Securities  Act) (a "QIB") and we are acquiring the VPTN for our
own  account or for a single  account  (which is a QIB) as to which we  exercise
sole investment discretion.


<PAGE>


         4. We  understand  that  any  purported  Transfer  of any  VPTN (or any
interest therein) in contravention of the restrictions and conditions above will
be null and void (each, a "Void  Transfer"),  and the purported  transferee in a
Void Transfer will not be recognized by the Issuer or any other person as a VPTN
Noteholder for any purpose.

         You  are  entitled  to  rely  upon  this  letter  and  are  irrevocably
authorized  to produce this letter or a copy hereof to any  interested  party in
any  administrative or legal proceedings or official inquiry with respect to the
matters covered hereby.

                                         Very truly yours,



                                         By: ______________________________
                                            Name:
                                            Title:

Securities To Be Purchased:
$                           principal amount VPTN


<PAGE>





                                                                    Exhibit E

                        FORM OF INVESTMENT LETTER - VPTNs
                        INSTITUTIONAL ACCREDITED INVESTOR


                                                           [Date]

Ford Credit Auto Owner Trust 2000-D
  as Issuer

The Chase Manhattan Bank
  as Indenture Trustee and
  Note Registrar

450 West 33rd Street
New York, New York 10001

                  Re:      Ford Credit Auto Owner Trust 2000-D
                           Floating Rate Asset Backed Variable Pay Term Notes


Ladies and Gentlemen:

         In connection  with our proposed  purchase of the Floating Asset Backed
Variable  Pay Term Note (the "VPTN") of Ford Credit Auto Owner Trust 2000-D (the
"Issuer"),  a trust  formed  by Ford  Credit  Auto  Receivables  Two  L.P.  (the
"Seller"), we confirm that:

                  1. The  undersigned  agrees to be bound by, and not to resell,
         transfer, assign, participate, pledge or otherwise dispose of (any such
         act, a "Transfer") the VPTN except in compliance with, the restrictions
         and  conditions  set  forth in the  legend  on the face of the VPTN and
         under the Securities Act of 1933, as amended (the "Securities Act").

                  2. We understand  that no  subsequent  Transfer of the VPTN is
         permitted  unless we cause our  proposed  transferee  to provide to the
         Issuer and the Note  Registrar  a letter  substantially  in the form of
         this letter or Exhibit C to the Indenture, as applicable, or such other
         written statement as the Issuer shall prescribe.

                  3.  We  are a  "qualified  institutional  buyer"  (within  the
         meaning  of Rule 144A  under the  Securities  Act) (a "QIB") and we are
         acquiring the VPTN for our own account or for a single  account  (which
         is a QIB) as to which we exercise sole investment discretion.


<PAGE>


                  4. We understand  that any purported  Transfer of any VPTN (or
         any  interest   therein)  in  contravention  of  the  restrictions  and
         conditions above will be null and void (each, a "Void  Transfer"),  and
         the  purported  transferee in a Void Transfer will not be recognized by
         the Issuer or any other person as a VPTN Noteholder for any purpose.

         You  are  entitled  to  rely  upon  this  letter  and  are  irrevocably
authorized  to produce this letter or a copy hereof to any  interested  party in
any  administrative or legal proceedings or official inquiry with respect to the
matters covered hereby.

                                         Very truly yours,



                                         By: ____________________________
                                            Name:
                                            Title:

Securities To Be Purchased:
$                          principal amount of VPTN


<PAGE>





                                                                      Exhibit F

                          FORM OF RULE 144A TRANSFEROR
                               CERTIFICATE - VPTN


                                                                 [Date]

The Chase Manhattan Bank
  as Indenture Trustee and
  Note Registrar

450 West 33rd Street
New York, New York 10001

                  Re:      Ford Credit Auto Owner Trust 2000-D
                           Floating Rate Asset Backed Variable Pay Term Notes


Ladies and Gentlemen:

         This  is to  notify  you as to the  transfer  of $ [*] in  denomination
Floating  Rate Asset  Backed  Variable Pay Term Note (the "VPTN") of Ford Credit
Auto Owner Trust 2000-D (the "Issuer").

         The  undersigned  is the holder of the VPTN and with this notice hereby
deposits with the Indenture  Trustee $[*] in denomination VPTN and requests that
a VPTN of the same class in the same aggregate denomination be issued,  executed
and  authenticated  and registered to the purchaser on  ___________,  200[],  as
specified in the Indenture  dated as of July 1, 2000  relating to the VPTNs,  as
follows:

         Name:                           Denominations:
         Address:
         Taxpayer I.D. No:

         The  undersigned  represents  and  warrants  that the  undersigned  (i)
reasonably  believes  the  purchaser is a  "qualified  institutional  buyer," as
defined in Rule 144A under the  Securities  Act of 1933 (the  "Act"),  (ii) such
purchaser has acquired the VPTN in a transaction effected in accordance with the
exemption from the  registration  requirements of the Act provided by Rule 144A,
(iii) if the  purchaser  has  purchased  the VPTN for an account for which it is
acting as fiduciary or agent,  such account is a qualified  institutional  buyer
and  (iv)  the  purchaser  is  acquiring  VPTN  for  its own  account  or for an
institutional account for which it is acting as fiduciary or agent.


<PAGE>


                                Very truly yours,

                                               [NAME OF VPTN HOLDER]



                                               By: ________________________
                                                  Name:
                                                  Title:



[*] authorized denomination


<PAGE>





                                                                    SCHEDULE A

                             Schedule of Receivables

               [Provided to the Indenture Trustee at the Closing]






<PAGE>





                                                               APPENDIX A

                              Definitions and Usage





<PAGE>
                                                                     Exhibit 4.2



                              AMENDED AND RESTATED

                                 TRUST AGREEMENT

                                      among

                      FORD CREDIT AUTO RECEIVABLES TWO L.P.

                                  as Depositor,

                        THE BANK OF NEW YORK (DELAWARE),

                               as Delaware Trustee

                                       and

                              THE BANK OF NEW YORK,

                                as Owner Trustee

                            Dated as of July 1, 2000


<PAGE>





                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>      <C>                                                                                     <C>

                                                                                                 Page

ARTICLE I

         DEFINITIONS AND USAGE......................................................................1

ARTICLE II

         ORGANIZATION OF THE TRUST..................................................................1
         SECTION 2.1  Name..........................................................................1
         SECTION 2.2  Offices.......................................................................2
         SECTION 2.3  Purposes and Powers...........................................................2
         SECTION 2.4  Appointment of Owner Trustee..................................................3
         SECTION 2.5  Appointment of Delaware Trustee...............................................3
         SECTION 2.6  Capital Contribution of Owner
                      Trust Estate..................................................................3
         SECTION 2.7  Declaration of Trust..........................................................4
         SECTION 2.8  Liability of the Depositor....................................................4
         SECTION 2.9  Title to Trust Property.......................................................5
         SECTION 2.10  Situs of Trust...............................................................5
         SECTION 2.11  Representations and Warranties of the Depositor..............         .......5
         SECTION 2.12  Federal Income Tax Matters...................................................6

ARTICLE III

         TRUST CERTIFICATES AND TRANSFER OF INTERESTS...............................................8
         SECTION 3.1  Initial Beneficial Ownership..................................................8
         SECTION 3.2  Capital Accounts..............................................................8
         SECTION 3.3  The Certificates..............................................................8
         SECTION 3.4  Authentication of Certificates................................................9
         SECTION 3.5  Registration of Certificates;
                      Transfer and Exchange of
                      Certificates..................................................................9
         SECTION 3.6  Mutilated, Destroyed, Lost or Stolen Certificates............................16
         SECTION 3.7  Persons Deemed Owners of Certificates........................................16
         SECTION 3.8  Access to List of Certificateholders
                         Names and Addresses.......................................................16
         SECTION 3.9  Maintenance of Office or Agency..............................................17
         SECTION 3.10  Appointment of Certificate Paying Agent.....................................17
         SECTION 3.11  Certain Rights of Depositor.................................................18

ARTICLE IV

         ACTIONS BY OWNER TRUSTEE..................................................................18
         SECTION 4.1  Prior Notice to Certificateholders with Respect to Certain Matters  ......   18
         SECTION 4.2  Action by Certificateholders with Respect to Certain Matters.................19
         SECTION 4.3  Action by Certificateholders with Respect to Bankruptcy......................19
         SECTION 4.4  Restrictions on Certificateholders' Power....................................19
         SECTION 4.5  Majority Control.............................................................19

ARTICLE V

         APPLICATION OF TRUST FUNDS; CERTAIN DUTIES................................................20
         SECTION 5.1  Establishment of Certificate Distribution Account    ....................... 20
         SECTION 5.2  Application of Trust Funds...................................................20
         SECTION 5.3  Method of Payment............................................................22
         SECTION 5.4  No Segregation of Monies; No Interest........................................22
         SECTION 5.5  Accounting and Reports to Noteholders,
                      Certificateholders, Internal Revenue Service and Others    ...............   22
         SECTION 5.6  Signature on Returns; Tax Matters Partner....................................23
<PAGE>

ARTICLE VI

         AUTHORITY AND DUTIES OF OWNER TRUSTEE.....................................................23
         SECTION 6.1  General Authority............................................................23
         SECTION 6.2  General Duties...............................................................24
         SECTION 6.3  Action upon Instruction......................................................24
         SECTION 6.4  No Duties Except as Specified in this Agreement or in Instructions...........25
         SECTION 6.5  No Action Except Under Specified Documents or Instructions...................25
         SECTION 6.6  Restrictions.................................................................26

ARTICLE VII

         REGARDING THE OWNER TRUSTEE AND THE DELAWARE
         TRUSTEE...................................................................................26
         SECTION 7.1  Acceptance of Trusts and Duties..............................................26
         SECTION 7.2  Furnishing of Documents......................................................27
         SECTION 7.3  Representations and Warranties...............................................28
         SECTION 7.4  Reliance; Advice of Counsel..................................................29
         SECTION 7.5  Not Acting in Individual Capacity............................................29
         SECTION 7.6  Owner Trustee Not Liable for Certificates or Receivables.....................29
         SECTION 7.7  Co-Trustees May Own Certificates and Notes...................................30

ARTICLE VIII

         COMPENSATION AND INDEMNITY OF OWNER TRUSTEE...............................................30
         SECTION 8.1  Owner Trustee's Fees and Expenses............................................30
         SECTION 8.2  Indemnification..............................................................31
         SECTION 8.3  Payments to Co-Trustees......................................................31

ARTICLE IX

         TERMINATION...............................................................................31
         SECTION 9.1  Termination of Trust Agreement...............................................31
         SECTION 9.2  [Reserved]...................................................................33
         SECTION 9.3  Prepayment of Certificates...................................................33

ARTICLE X

         SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER
         TRUSTEES     .............................................................................34
         SECTION 10.1  Eligibility Requirements for Owner Trustee and Delaware Trustee   ........  34
         SECTION 10.2  Resignation or Removal of Owner Trustee or the Delaware Trustee   ........  34
         SECTION 10.3  Successor Owner Trustee or Delaware Trustee.................................35
         SECTION 10.4  Merger or Consolidation of Owner Trustee or Delaware Trustee................36
         SECTION 10.6  Compliance with Business Trust Statute......................................38

ARTICLE XI

         MISCELLANEOUS.............................................................................38
         SECTION 11.1  Supplements and Amendments..................................................38
         SECTION 11.2  No Legal Title to Owner Trust Estate in Certificateholders..................40
         SECTION 11.3  Limitation on Rights of Others..............................................40
         SECTION 11.4  Notices.....................................................................40
         SECTION 11.5  Severability................................................................41
         SECTION 11.6  Separate Counterparts.......................................................41
         SECTION 11.7  Successors and Assigns......................................................41
         SECTION 11.8  No Petition.................................................................41
         SECTION 11.9  No Recourse.................................................................41
         SECTION 11.10  Headings...................................................................41
         SECTION 11.11  Governing Law..............................................................42
         SECTION 11.12  Sale and Servicing Agreement Obligations...................................42
<PAGE>

EXHIBIT A

         FORM OF CLASS C CERTIFICATE..............................................................A-1

EXHIBIT B

         FORM OF CLASS D CERTIFICATE..............................................................B-1

EXHIBIT C

         FORM OF INVESTMENT LETTER QUALIFIED INSTITUTIONAL
         BUYER  ..................................................................................C-1

EXHIBIT D

         FORM OF INVESTMENT LETTER
         INSTITUTIONAL ACCREDITED INVESTOR........................................................D-1

EXHIBIT E

         FORM OF RULE 144A TRANSFEROR
         CERTIFICATE..............................................................................E-1

EXHIBIT F

         FORM OF CERTIFICATE OF TRUST.............................................................F-1

APPENDIX A

         Definitions and Usage...................................................................AA-1
</TABLE>




<PAGE>


                 AMENDED AND RESTATED TRUST AGREEMENT, dated as of July 1, 2000
(as from time to time  amended,  supplemented  or otherwise  modified and in
effect,  this  "Agreement"),  among FORD CREDIT  AUTO  RECEIVABLES  TWO L.P.,  a
Delaware  limited  partnership,  as Depositor,  having its  principal  executive
office at One American  Road,  Dearborn,  Michigan  48126;  THE BANK OF NEW YORK
(DELAWARE),  a Delaware banking  corporation not in its individual  capacity but
solely as Delaware trustee under this Agreement (the "Delaware Trustee"), having
its principal  corporate trust office at White Clay Center,  Route 273,  Newark,
Delaware 19711;  and THE BANK OF NEW YORK, a New York banking  corporation  (the
"Bank"),  not in its  individual  capacity  but  solely as  trustee  under  this
Agreement  (in  such  capacity,  the  "Owner  Trustee"),  having  its  principal
corporate  trust office at 101 Barclay  Street,  Floor 12E,  New York,  New York
10286 for the purpose of  establishing  the Ford Credit Auto Owner Trust 2000-D.
Each of the Delaware  Trustee and the Owner Trustee are referred to individually
as a "Co-Trustee" and collectively as the "Co-Trustees."

        WHEREAS, the parties hereto intend to amend and restate that certain
Trust Agreement, dated as of July 1, 2000, among the Depositor, the Delaware
Trustee and the Owner Trustee, on the terms and conditions hereinafter set
forth;

         NOW,  THEREFORE,  in consideration of the premises and mutual covenants
herein contained,  the receipt and sufficiency of which are hereby acknowledged,
the  Depositor,  the  Delaware  Trustee and the Owner  Trustee  hereby  agree as
follows:

                                    ARTICLE I

                              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.




                                   ARTICLE II

                            ORGANIZATION OF THE TRUST

         SECTION  2.1 Name.  The Trust  created  hereby  shall be known as "Ford
Credit Auto Owner Trust 2000-D", in which name the Owner Trustee may conduct the
business  of the Trust,  make and execute  contracts  and other  instruments  on
behalf of the Trust and sue and be sued on behalf of the Trust.

         SECTION 2.2 Offices.  The Delaware office of the Trust shall be in care
of the Delaware  Trustee at the Corporate  Trust Office or at such other address
in the State of Delaware as the Delaware Trustee may designate by written notice
to the  Certificateholders  and the Depositor.  The New York office of the Trust
shall be in care of the Owner Trustee at the  Corporate  Trust Office or at such
other  address in the State of New York as the Owner  Trustee may  designate  by
written notice to the Certificateholders and the Depositor.

         SECTION 2.3 Purposes  and Powers.  (a) The purpose of the Trust is, and
the  Trust  shall  have the  power and  authority,  to  engage in the  following
activities:

         (i) to issue the Notes pursuant to the Indenture,  and the Certificates
         pursuant to this Agreement,  and to sell the Notes and the Certificates
         upon the written order of the Depositor;

         (ii) to enter into and perform its obligations  under any interest rate
         protection   agreement   or   agreements   between   the  Trust  and  a
         counterparty,  including any confirmations  evidencing the transactions
         thereunder,  which is an interest  rate swap,  an interest rate cap, an
         obligation to enter into any of the  foregoing,  or any  combination of
         any of the foregoing;


<PAGE>



         (iii) with the proceeds of the sale of the Notes and the  Certificates,
         to fund the Reserve Account,  to pay the  organizational,  start-up and
         transactional  expenses  of the  Trust,  and to pay the  balance to the
         Depositor pursuant to the Sale and Servicing Agreement;

         (iv)  to pay interest on and principal of the Notes and distributions
         on the Certificates;

         (v) to Grant the  Owner  Trust  Estate  (other  than  each  Certificate
         Distribution Account and the proceeds thereof) to the Indenture Trustee
         pursuant to the Indenture;

         (vi)  to enter into and perform its obligations under the Basic
         Documents to which it is to be a party;

         (vii)  to  engage  in  those   activities,   including   entering  into
         agreements,  that are  necessary,  suitable or convenient to accomplish
         the foregoing or are incidental thereto or connected therewith; and

         (viii)  subject to compliance  with the Basic  Documents,  to engage in
         such  other   activities  as  may  be  required  in   connection   with
         conservation of the Owner Trust Estate and the making of  distributions
         to the Noteholders and the Certificateholders.

The Trust is hereby authorized to engage in the foregoing activities.  The Trust
shall not engage in any activity other than in connection  with the foregoing or
other than as required or authorized by the terms of this Agreement or the other
Basic Documents.

         SECTION 2.4 Appointment of Owner Trustee. The Depositor hereby appoints
the Owner  Trustee as trustee of the Trust  effective as of the date hereof,  to
have all the rights, powers and duties set forth herein.


         SECTION 2.5 Appointment of Delaware  Trustee.  The Delaware  Trustee is
appointed  to serve as the trustee of the Trust in the State of Delaware for the
sole and limited  purpose of satisfying  the  requirement of Section 3807 of the
Delaware  Business Trust Statute that the Trust have at least one trustee with a
principal  place of business in  Delaware.  It is  understood  and agreed by the
parties hereto and the  Certificateholders  that the Delaware Trustee shall have
none of the  duties or  liabilities  of the  Owner  Trustee.  The  duties of the
Delaware  Trustee shall be limited to (a) accepting  legal process served on the
Trust  in the  State  of  Delaware  and (b) the  execution  of any  certificates
required to be filed with the Secretary of State of the State of Delaware  which
the  Delaware  Trustee is  required to execute  pursuant to Section  3811 of the
Business Trust Statute,  and the Delaware Trustee shall provide prompt notice to
the Owner Trustee of its  performance  of any such acts.  The parties hereto and
the Certificateholders  understand and agree that the Delaware Trustee shall not
be entitled to exercise any powers,  nor shall the Delaware  Trustee have any of
the duties and liabilities, of the Owner Trustee. The Delaware Trustee shall not
be liable for the acts or omissions of the Owner  Trustee,  the Depositor or the
Trust. To the extent that, at law or in equity,  the Delaware Trustee has duties
(including fiduciary duties) and liabilities relating thereto to the Trust or to
the Certificateholders,  it is hereby understood and agreed by the other parties
hereto and the Certificateholders  that such duties and liabilities are replaced
by the duties and  liabilities  of the Delaware  Trustee  expressly set forth in
this Trust  Agreement.  The  Delaware  Trustee  shall owe no  fiduciary or other
duties to the Trust or to the Depositor except as expressly provided for herein.

         SECTION 2.6 Capital  Contribution of Owner Trust Estate.  As of July 1,
2000, the Depositor sold,  assigned,  transferred,  conveyed and set over to the
Owner Trustee the sum of $1. The Owner Trustee  hereby  acknowledges  receipt in
trust from the Depositor, as of such date, of the foregoing contribution,  which
shall  constitute  the initial  Owner Trust Estate and shall be deposited in the
Certificate  Distribution  Account.  The Depositor shall pay the  organizational
expenses of the Trust as they may arise or shall,  upon the request of the Owner
Trustee or the Delaware  Trustee,  promptly  reimburse  the Owner Trustee or the
Delaware Trustee for any such expenses paid by the Owner Trustee or the Delaware
Trustee.  On the Closing Date, the Depositor shall convey to the Trust the Trust
Property and the Owner  Trustee  shall convey to the Depositor the Notes and the
Certificates.
<PAGE>

         SECTION 2.7  Declaration of Trust.  The Owner Trustee  hereby  declares
that it will  hold the  Owner  Trust  Estate in trust  upon and  subject  to the
conditions  set forth herein for the use and benefit of the  Certificateholders,
subject to the  obligations  of the Trust under the Basic  Documents.  It is the
intention of the parties  hereto that (i) the Trust  constitute a business trust
under  the  Business  Trust  Statute  and that  this  Agreement  constitute  the
governing  instrument of such  business  trust and (ii) for income and franchise
tax purposes,  the Trust shall be treated as a  partnership,  with the assets of
the  partnership  being the  Receivables,  the Trust's rights under the Interest
Rate Swap  Agreement,  and other  assets held by the Trust,  the partners of the
partnership  being  the  Certificateholders  and the  Depositor  and  the  Notes
constituting  indebtedness of the  partnership.  The parties agree that,  unless
otherwise required by the appropriate tax authorities,  the Depositor, on behalf
of the Trust, will file or cause to be filed annual or other necessary  returns,
reports and other forms consistent with the  characterization  of the Trust as a
partnership  for such tax purposes.  Effective as of the date hereof,  the Owner
Trustee  shall have the  rights,  powers and duties set forth  herein and in the
Business Trust Statute with respect to accomplishing  the purposes of the Trust.
Together with the Delaware Trustee,  the Owner Trustee has filed the Certificate
of Trust with the Secretary of State.

         SECTION 2.8 Liability of the  Depositor.  (a)  Notwithstanding  Section
3803 of the Business Trust Statute,  the Depositor in its capacity as the holder
of the interests described in Section 3.11 shall be liable directly to, and will
indemnify each injured party for, all losses, claims,  damages,  liabilities and
expenses of the Trust (including Expenses,  to the extent that the assets of the
Trust  that  would  remain  if all of the  Notes  were  paid  in full  would  be
insufficient to pay any such losses, claims,  damages,  liabilities or expenses,
or to the extent that such losses, claims, damages,  liabilities and expenses in
fact are not paid out of the Owner Trust  Estate)  that the  Depositor  would be
liable for if the Trust were a partnership under the Limited  Partnership Act in
which  the  Depositor  were a  general  partner;  provided,  however,  that  the
Depositor shall not be liable to or indemnify Noteholders or Note Owners for any
losses incurred by Noteholders or Note Owners in their capacity as holders of or
beneficial  owners of  interests in limited  recourse  debt secured by the Owner
Trust  Estate or be liable to or  indemnify  Certificateholders  for any  losses
incurred by the  Certificateholders  if such losses would nevertheless have been
incurred if the  Certificates  were limited  recourse  debt secured by the Owner
Trust  Estate.  In addition,  any  third-party  creditors  of the Trust,  or the
arrangement  between the Depositor and the Trust (other than in connection  with
the  obligations  described in the  preceding  sentence for which the  Depositor
shall  not be  liable),  shall  be  deemed  third-party  beneficiaries  of  this
paragraph.

         (b) No  Certificateholder  other than the  Depositor  to the extent set
forth in paragraph  (a) of this Section 2.8,  shall have any personal  liability
for any liability or obligation of the Trust.

         SECTION 2.9 Title to Trust Property. Legal title to the entirety of the
Owner Trust Estate shall be vested at all times in the Trust as a separate legal
entity,  except where applicable law in any  jurisdiction  requires title to any
part of the Owner Trust Estate to be vested in a trustee or  trustees,  in which
case  title  shall be deemed to be vested  in the Owner  Trustee,  a  co-trustee
and/or a separate trustee, as the case may be.

         SECTION  2.10 Situs of Trust.  The Trust shall be  administered  in the
State of New York.  All bank accounts  maintained by the Owner Trustee on behalf
of the Trust shall be located in the State of Delaware or the State of New York.
The Trust  shall not have any  employees  in any state  other  than the State of
Delaware;  provided, however, that nothing herein shall restrict or prohibit the
Bank, the Delaware  Trustee or the Owner Trustee from having employees within or
without the State of  Delaware.  Payments  will be received by the Trust only in
Delaware or New York,  and payments will be made by the Trust only from Delaware
or New York. The principal  office of the Trust shall be in care of the Delaware
Trustee in the State of Delaware. The Trust shall also have an office in care of
the Owner Trustee in the State of New York.
<PAGE>

         SECTION 2.11  Representations  and  Warranties  of the  Depositor.  The
Depositor  hereby  represents and warrants to the Owner Trustee and the Delaware
Trustee that:

         (a) The Depositor is duly  organized and validly  existing as a limited
partnership in good standing under the laws of the State of Delaware, with power
and  authority  to own  its  properties  and to  conduct  its  business  as such
properties are currently owned and such business is presently conducted.

         (b) The Depositor is duly qualified to do business as a foreign limited
partnership  in good  standing,  and has  obtained  all  necessary  licenses and
approvals in all  jurisdictions  in which the  ownership or lease of property or
the conduct of its business shall require such qualifications.

         (c) The  Depositor  has the power and  authority to execute and deliver
this Agreement and to carry out its terms,  and the Depositor has full power and
authority  to sell and  assign  the  property  to be sold and  assigned  to, and
deposited  with, the Trust,  and the Depositor has duly authorized such sale and
assignment and deposit to the Trust; and the execution, delivery and performance
of this Agreement has been duly authorized by the Depositor.

         (d) This Agreement  constitutes a legal,  valid, and binding obligation
of the  Depositor,  enforceable  against the  Depositor in  accordance  with its
terms,  subject,  as to enforceability,  to applicable  bankruptcy,  insolvency,
reorganization,  conservatorship,  receivership,  liquidation  and other similar
laws and to general equitable principles.

         (e) The consummation of the transactions contemplated by this Agreement
and the  fulfillment  of the terms  hereof do not conflict  with,  result in any
breach of any of the terms and  provisions  of, or  constitute  (with or without
notice or lapse of time or both) a default  under,  the  Certificate  of Limited
Partnership or the Limited Partnership Agreement, or any indenture, agreement or
other  instrument to which the Depositor is a party or by which it is bound; nor
result in the  creation  or  imposition  of any lien upon any of its  properties
pursuant  to the  terms of any such  indenture,  agreement  or other  instrument
(other  than  pursuant to the Basic  Documents);  nor violate any law or, to the
best of the Depositors  knowledge,  any order, rule or regulation  applicable to
the  Depositor  of any  court  or of  any  federal  or  state  regulatory  body,
administrative agency or other governmental  instrumentality having jurisdiction
over the Depositor or its properties.

         (f) There  are no  proceedings  or  investigations  pending  or, to the
Depositors  best  knowledge,  threatened  before  any  court,  regulatory  body,
administrative agency or other governmental  instrumentality having jurisdiction
over the  Depositor or its  properties:  (i)  asserting  the  invalidity of this
Agreement,  the Indenture,  any of the other Basic  Documents,  the Notes or the
Certificates,  (ii)  seeking  to  prevent  the  issuance  of  the  Notes  or the
Certificates or the consummation of any of the transactions contemplated by this
Agreement, the Indenture or any of the other Basic Documents,  (iii) seeking any
determination   or  ruling  that  might  materially  and  adversely  affect  the
performance  by the  Depositor  of its  obligations  under,  or the  validity or
enforceability  of,  this  Agreement  or (iv) which might  adversely  affect the
federal income tax  attributes,  or Applicable Tax State franchise or income tax
attributes, of the Notes and the Certificates.

         (g) The  representations and warranties of the Depositor in Section 3.1
of the Purchase Agreement are true and correct.

         SECTION  2.12  Federal  Income  Tax  Matters.  The   Certificateholders
acknowledge that it is their intent and that they understand it is the intent of
the Depositor and the Servicer that, for purposes of federal  income,  state and
local income and  franchise  tax and any other income  taxes,  the Trust will be
treated as a partnership  and the  Certificateholders  and the Depositor will be
treated as partners in that  partnership.  The  Depositor  hereby agrees and the
Certificateholders  by acceptance of a Certificate  agree to such  treatment and
each agrees to take no action inconsistent with such treatment.  For purposes of
federal  income,  state and local income and  franchise tax and any other income
taxes each month:

         (a) amounts paid to any Certificateholder pursuant to Section 5.2(a)(i)
shall be treated as a guaranteed payment within the meaning of Section 707(c) of
the Code;


<PAGE>



         (b) to the extent the characterization provided for in paragraph (a) of
this Section 2.11 is not respected,  gross ordinary income of the Trust for such
month as determined for federal income tax purposes shall be allocated among the
Certificateholders of each Class of Certificates as of the Record Date occurring
within such month, in proportion to their ownership of the Aggregate Certificate
Balance  on such  date,  in an amount up to the sum of (i) the  Accrued  Class C
Certificate Interest or Accrued Class D Certificate Interest, as applicable, for
such  Class for such  month,  (ii) the  portion of the  market  discount  on the
Receivables  accrued during such month that is allocable to the excess,  if any,
of the aggregate Initial  Certificate Balance of such class of Certificates over
the initial  aggregate issue price of such Class of  Certificates  and (iii) any
amount  expected  to be  distributed  to the  Certificateholders  of such  Class
pursuant to Sections 4.6(c) and (d) of the Sale and Servicing  Agreement (to the
extent not  previously  allocated  pursuant to this paragraph (b)) to the extent
necessary to reverse any net loss previously allocated to  Certificateholders of
such  Class (to the extent  not  previously  reversed  pursuant  to this  clause
(iii)); and

         (c)  thereafter  all remaining net income of the Trust  (subject to the
modifications  set forth below) for such month as determined  for federal income
tax purposes (and each item of income,  gain, credit, loss or deduction entering
into the computation thereof) shall be allocated to the Depositor, to the extent
thereof.

If the gross ordinary income of the Trust for any month is insufficient  for the
allocations  described in paragraph (b) above,  subsequent gross ordinary income
shall  first  be  allocated  to make up such  shortfall  before  any  allocation
pursuant to paragraph (c) above.  Net losses of the Trust, if any, for any month
as determined  for federal  income tax purposes (and each item of income,  gain,
credit,  loss or  deduction  entering  into the  computation  thereof)  shall be
allocated  to the  Depositor  to the extent the  Depositor,  in its  capacity as
"general  partner," is reasonably  expected to bear the economic  burden of such
net  losses,  and  any  remaining  net  losses  shall  be  allocated  among  the
Certificateholders  as of  the  Record  Date  occurring  within  such  month  in
proportion  to their  ownership  of the  Aggregate  Certificate  Balance on such
Record Date. The Depositor is authorized  to  modify  the  allocations  in  this
paragraph  if  necessary  or appropriate,  in its sole discretion,  for the
allocations to fairly reflect the economic income, gain or loss to the Depositor
or the  Certificateholders  or as otherwise required by the Code.

                                   ARTICLE III

                  TRUST CERTIFICATES AND TRANSFER OF INTERESTS

         SECTION 3.1 Initial  Beneficial  Ownership.  Upon the  formation of the
Trust by the contribution by the Depositor pursuant to Section 2.5 and until the
issuance of the  Certificates,  the Depositor shall be the sole beneficial owner
of the Owner Trust Estate.

         SECTION 3.2 Capital Accounts. (a) The Owner Trustee shall establish and
maintain a separate  bookkeeping account (a "Capital Account") for the Depositor
and each  Certificateholder.  The initial balance of the Capital Account for (i)
each   Certificateholder   shall  be  the   amount   initially   paid  for  such
Certificateholders  Certificates  and (ii) the  Depositor  shall be (x) the fair
market value of the Receivables  minus (y) the proceeds of the sale of Notes net
of the Reserve  Initial  Deposit.  The Capital  Account of the Depositor or each
Certificateholder  shall  also be  increased  by (i) the  dollar  amount  of any
additional cash contributions  made by the Depositor or such  Certificateholder,
as the case may be, (ii) the fair market value of any property (other than cash)
contributed to the Trust by the Depositor or such Certificateholder, as the case
may be (net of any  liabilities  to which the  property is  subject),  and (iii)
allocations to the Depositor or such  Certificateholder,  as the case may be, of
income and gain  (including  income exempt from tax). The Capital Account of the
Depositor or each Certificateholder  shall be decreased by (i) the dollar amount
of any cash  distributions made to the Depositor or such  Certificateholder,  as
the case may be, (ii) the fair market  value of any  property  (other than cash)
distributed to the Depositor or such Certificateholder,  as the case may be (net
of any liabilities to which the property is subject),  (iii)  allocations to the
Depositor or such  Certificateholder,  as the case may be, of loss or deductions
(or  items  thereof),  and (iv) any  allocations  of  expenditures  of the Trust
described in Section 705(a)(2)(B) of the Code.

         (b)  Notwithstanding  any  other  provision  of this  Agreement  to the
contrary, the foregoing provisions of this Section 3.2 regarding the maintenance
of Capital  Accounts  shall be construed so as to comply with the  provisions of
the Treasury  Regulations  promulgated  pursuant to Section 704 of the Code. The
Depositor is hereby  authorized to modify these provisions to the minimum extent
necessary to comply with such regulations.
<PAGE>

         SECTION  3.3 The  Certificates.  (a) The Class C  Certificates  and the
Class D Certificates shall each be issued in one or more registered, definitive,
physical  certificates,  in the  form set  forth in  Exhibit  A and  Exhibit  B,
respectively,  in denominations of at least $20,000 and in integral multiples of
$1,000 in excess  thereof.  No Certificate may be sold,  transferred,  assigned,
participated,  pledged, or otherwise disposed of (any such act, a "Transfer") to
any Person  except in  accordance  with the  provisions  of Section  3.5 and any
attempted  Transfer in  violation  of Section 3.5 shall be null and void (each a
"Void Transfer").

         (b) The Certificates shall be executed on behalf of the Trust by manual
or  facsimile   signature  of  an  authorized  officer  of  the  Owner  Trustee.
Certificates bearing the manual or facsimile signatures of individuals who were,
at the time when such signatures shall have been affixed,  authorized to sign on
behalf of the Trust,  shall be validly  issued and  entitled to the  benefits of
this Agreement,  notwithstanding that such individuals or any of them shall have
ceased to be so  authorized  prior to the  authentication  and  delivery of such
Certificates  or did not hold such  offices  at the date of  authentication  and
delivery of such Certificates.

         (c) If Transfer of the  Certificates  is permitted  pursuant to Section
3.5, a transferee of a Certificate shall become a  Certificateholder,  and shall
be entitled to the rights and subject to the obligations of a  Certificateholder
hereunder upon such  transferees  acceptance of a Certificate duly registered in
such transferees name pursuant to Section 3.5.

         SECTION  3.4  Authentication  of  Certificates.  Concurrently  with the
initial sale of the  Receivables to the Trust pursuant to the Sale and Servicing
Agreement,  the  Owner  Trustee  shall  cause the  Class C  Certificates,  in an
aggregate  principal  balance equal to the Initial  Certificate  Balance of such
Class C Certificates,  and the Class D Certificates,  in an aggregate  principal
balance equal to the Initial  Certificate  Balance of such Class D Certificates,
to be executed on behalf of the Trust,  authenticated  and  delivered to or upon
the written  order of the  Depositor,  signed by the chairman of the board,  the
president,  any executive vice president, any vice president, the secretary, any
assistant  secretary,  the treasurer or any  assistant  treasurer of the General
Partner,  without further action by the Depositor, in authorized  denominations.
No  Certificate  shall entitle its  Certificateholder  to any benefit under this
Agreement,  or shall be valid for any purpose, unless there shall appear on such
Certificate a certificate of authentication  substantially in the form set forth
in Exhibit A or Exhibit B, as applicable,  attached hereto executed by the Owner
Trustee by manual signature;  such  authentication  shall constitute  conclusive
evidence that such Certificate shall have been duly  authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.

         SECTION 3.5  Registration  of  Certificates;  Transfer  and Exchange of
Certificates.  (a) The Certificate  Registrar shall keep or cause to be kept, at
the office or agency maintained pursuant to Section 3.9, a Certificate  Register
in which, subject to such reasonable regulations as it may prescribe,  the Trust
shall  provide  for  the  registration  of  Certificates  and of  Transfers  and
exchanges  of  Certificates  as herein  provided.  The Bank shall be the initial
Certificate  Registrar.  No Transfer of a Certificate shall be recognized except
upon registration of such Transfer in the Certificate Register.

         (b) Each  Class C  Certificate  and Class D  Certificate  shall  bear a
legend to the following effect unless determined  otherwise by the Administrator
(as  certified to the Owner  Trustee in an Officers  Certificate)  and the Owner
Trustee consistent with applicable law:


<PAGE>



                  "THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR
BLUE SKY LAW OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING
THIS  CERTIFICATE,  AGREES FOR THE BENEFIT OF THE TRUST AND THE  DEPOSITOR  THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE  WITH THE SECURITIES ACT AND OTHER  APPLICABLE  LAWS, AND ONLY (1)
PURSUANT TO RULE 144A UNDER THE  SECURITIES  ACT ("RULE  144A") TO A PERSON THAT
THE HOLDER REASONABLY  BELIEVES IS A QUALIFIED  INSTITUTIONAL  BUYER, WITHIN THE
MEANING  OF RULE  l44A (A  "QIB"),  PURCHASING  FOR ITS OWN  ACCOUNT  OR FOR THE
ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED,  IN EACH CASE, THAT THE REOFFER,
RESALE,  PLEDGE,  OR OTHER  TRANSFER  IS BEING  MADE IN  RELIANCE  ON RULE 144A,
SUBJECT  TO (A) THE  RECEIPT  BY THE TRUST AND THE  CERTIFICATE  REGISTRAR  OF A
CERTIFICATE  SUBSTANTIALLY  IN THE  FORM  ATTACHED  AS  EXHIBIT  E TO THE  TRUST
AGREEMENT  AND (B) THE RECEIPT BY THE TRUST AND THE  CERTIFICATE  REGISTRAR OF A
LETTER  SUBSTANTIALLY  IN THE FORM ATTACHED AS EXHIBIT C TO THE TRUST AGREEMENT,
WITH SUCH CHANGES  THEREIN AS MAY BE APPROVED BY THE DEPOSITOR,  (2) PURSUANT TO
AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
AVAILABLE),  SUBJECT TO THE RECEIPT BY THE TRUST, THE INITIAL  PURCHASER AND THE
CERTIFICATE  REGISTRAR OF SUCH EVIDENCE  ACCEPTABLE TO THE TRUST AND THE INITIAL
PURCHASER THAT SUCH REOFFER,  RESALE,  PLEDGE OR TRANSFER IS IN COMPLIANCE  WITH
THE TRUST AGREEMENT AND THE SECURITIES ACT AND OTHER  APPLICABLE LAWS, (3) TO AN
INSTITUTIONAL   "ACCREDITED   INVESTOR"  WITHIN  THE  MEANING  THEREOF  IN  RULE
501(a)(1),  (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT PURSUANT TO
ANY OTHER  EXEMPTION FROM THE  REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT  TO (A) THE  RECEIPT  BY THE TRUST AND THE  CERTIFICATE  REGISTRAR  OF A
LETTER SUBSTANTIALLY IN THE FORM ATTACHED AS EXHIBIT D TO THE TRUST AGREEMENT OR
(B) THE  RECEIPT  BY THE  TRUST,  THE  INITIAL  PURCHASER  AND  THE  CERTIFICATE
REGISTRAR  OF SUCH  OTHER  EVIDENCE  ACCEPTABLE  TO THE  TRUST  AND THE  INITIAL
PURCHASER THAT SUCH REOFFER,  RESALE,  PLEDGE OR TRANSFER IS IN COMPLIANCE  WITH
THE TRUST AGREEMENT AND THE SECURITIES ACT AND OTHER  APPLICABLE LAWS, OR (4) TO
THE DEPOSITOR OR ITS AFFILIATES,  IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES  LAWS OF THE UNITED  STATES AND  SECURITIES  AND BLUE SKY LAWS OF THE
STATES OF THE UNITED STATES."

         As a condition to the  registration  of any Transfer of a  Certificate,
the prospective  transferee of such a Certificate shall be required to represent
in writing to the Owner  Trustee,  the  Certificate  Registrar  and the  Initial
Purchaser the following,  unless  determined  otherwise by the Administrator (as
certified to the Owner Trustee in an Officers Certificate):

         (i) It understands that no subsequent  Transfer of the Certificates are
         permitted  unless it causes its proposed  transferee  to provide to the
         Trust,  the  Certificate  Registrar and the Initial  Purchaser a letter
         substantially  in the form of Exhibit C or Exhibit D hereof  (with such
         changes therein as may be approved by the Depositor), as applicable, or
         such other written statement as the Depositor shall prescribe.

         (ii)  It is either:

                  (A) not, and each account (if any) for which it is  purchasing
                  the  Certificates  are not (1) an employee  benefit  plan,  as
                  defined in Section  3(3) of ERISA,  that is subject to Title I
                  of ERISA,  (2) a plan  described in Section  4975(e)(1) of the
                  Code  that is  subject  to  Section  4975 of the  Code,  (3) a
                  governmental  plan,  as  defined  in  Section  3(32) of ERISA,
                  subject  to any  federal,  State or local  law  which is, to a
                  material  extent,  similar to the provisions of Section 406 of
                  ERISA  or  Section  4975  of the  Code,  (4) an  entity  whose
                  underlying  assets  include  plan  assets by reason of a plans
                  investment in the entity  (within the meaning of Department of
                  Labor Regulation 29 C.F.R.  ss.  2510.3-101 or otherwise under
                  ERISA) or (5) a person  investing  "plan  assets"  of any such
                  plan  (including  without  limitation,  for  purposes  of this
                  clause  (5),  an  insurance   company  general  account,   but
                  excluding any entity  registered under the Investment  Company
                  Act of 1940, as amended); or
<PAGE>

                  (B) an insurance company acting on behalf of a general account
                  and (1) on the date of  purchase  less than 25% (or such lower
                  percentage  as may be  determined  by  the  Depositor)  of the
                  assets of such general  account (as  reasonably  determined by
                  it) constitute  "plan assets" for purposes of Title I of ERISA
                  and Section 4975 of the Code,  (2) the purchase and holding of
                  such  Certificates  are  eligible for  exemptive  relief under
                  Sections  (I)  and  (III)  of  Prohibited   Transaction  Class
                  Exemption  95-60,  and (3) the purchaser agrees that if, after
                  the purchasers initial acquisition of the Certificates, at any
                  time during any calendar quarter 25% (or such lower percentage
                  as may be determined  by the  Depositor) or more of the assets
                  of such general  account (as  reasonably  determined  by it no
                  less frequently than each calendar  quarter)  constitute "plan
                  assets" for  purposes  of Title I of ERISA or Section  4975 of
                  the Code and no  exemption or  exception  from the  prohibited
                  transaction  rules  applies  to the  continued  holding of the
                  Certificates  under  Section  401(c)  of ERISA  and the  final
                  regulations  thereunder  or under an exemption  or  regulation
                  issued by the United  States  Department of Labor under ERISA,
                  it will dispose of all  Certificates  then held in its general
                  account by the end of the next following calendar quarter.

         (iii) It is a person  who is (A) a citizen  or  resident  of the United
         States, (B) a corporation or partnership organized in or under the laws
         of the  United  States or any  political  subdivision  thereof,  (c) an
         estate the  income of which is  includible  in gross  income for United
         States tax purposes,  regardless  of its source,  (D) a trust if a U.S.
         court is able to exercise primary  supervision over the  administration
         of such trust and one or more persons described in clause (A), (B), (C)
         or (E) of  this  paragraph  (iii)  has the  authority  to  control  all
         substantial  decisions  of the trust or (E) a person not  described  in
         clauses (A) through (D) of this paragraph  (iii) whose ownership of the
         Certificates  is effectively  connected with such persons  conduct of a
         trade or business  within the United States  (within the meaning of the
         Code) and who  provides  the Trust and the  Depositor  with an IRS Form
         4224 (and such other  certifications,  representations,  or opinions of
         counsel as may be requested by the Trust or the Depositor).

         (iv) It understands that any purported  Transfer of any Certificate (or
         any interest  therein) in  contravention of any of the restrictions and
         conditions  contained in this Section will be a Void Transfer,  and the
         purported  transferee  in a Void Transfer will not be recognized by the
         Trust or any other person as a Certificateholder for any purpose.

         (c) By acceptance of any  Certificate,  the  Certificateholder  thereof
specifically  agrees with and  represents  to the  Depositor,  the Trust and the
Certificate Registrar, that no Transfer of such Certificate shall be made unless
the  registration  requirements  of the Securities Act and any applicable  State
securities  laws  are  complied  with,  or such  Transfer  is  exempt  from  the
registration   requirements  under  the  Securities  Act  because  the  Transfer
satisfies one of the following:

         (i) such Transfer is in compliance  with Rule 144A under the Securities
         Act  ("Rule  144A"),  to a  transferee  who the  transferor  reasonably
         believes is a Qualified  Institutional Buyer that is purchasing for its
         own account or for the account of a Qualified  Institutional  Buyer and
         to whom  notice is given that such  Transfer  is being made in reliance
         upon Rule 144A under the Securities Act and (x) the transferor executes
         and delivers to the Trust and the  Certificate  Registrar,  a Rule 144A
         transferor certificate  substantially in the form attached as Exhibit E
         and (y) the  transferee  executes  and  delivers  to the  Trust and the
         Certificate  Registrar an investment  letter  substantially in the form
         attached as Exhibit C;

         (ii) after the appropriate holding period, such Transfer is pursuant to
         an exemption  from  registration  under the  Securities Act provided by
         Rule 144 under the Securities Act and the  transferee,  if requested by
         the Trust, the Certificate Registrar or the Initial Purchaser, delivers
         an Opinion of Counsel in form and substance  satisfactory  to the Trust
         and the Initial Purchaser; or

         (iii) such  Transfer  is to an  institutional  accredited  investor  as
         defined in rule 501(a)(1),  (2), (3) or (7) of Regulation D promulgated
         under the Securities Act in a transaction  exempt from the registration
         requirements of the Securities Act, such Transfer is in accordance with
         any applicable securities laws of any State of the United States or any
         other  jurisdiction,  and such  investor  executes  and delivers to the
         Trust and the Certificate  Registrar an investment letter substantially
         in the form attached as Exhibit D.


<PAGE>



         (d) The Depositor  shall make available to the  prospective  transferor
and   transferee  of  a  Certificate   information   requested  to  satisfy  the
requirements  of paragraph  (d) (4) of Rule 144A (the "Rule 144A  Information").
The Rule  144A  Information  shall  include  any or all of the  following  items
requested by the prospective transferee:

         (i)  the private placement memorandum, if any, relating to the
         Certificates, and any amendments or supplements thereto;

         (ii) each statement delivered to Certificateholders pursuant to Section
         5.2(b) on each Distribution Date preceding such request; and

         (iii) such other  information  as is reasonably  available to the Owner
         Trustee in order to comply with  requests for  information  pursuant to
         Rule 144A under the Securities Act.

         None of the Depositor,  the Certificate  Registrar or the Owner Trustee
is under an obligation to register any  Certificate  under the Securities Act or
any other securities law.

         (e) Upon surrender for  registration  of Transfer of any Certificate at
the office or agency maintained pursuant to Section 3.9 and upon compliance with
any  provisions of this Agreement  relating to such Transfer,  the Owner Trustee
shall  execute,  authenticate  and  deliver,  in  the  name  of  the  designated
transferee  or  transferees,   one  or  more  new   Certificates  in  authorized
denominations   of  a  like  Class  and  aggregate  amount  dated  the  date  of
authentication by the Owner Trustee or any  authenticating  agent. At the option
of a Certificateholder,  Certificates may be exchanged for other Certificates of
authorized  denominations of a like Class and aggregate amount upon surrender of
the Certificates to be exchanged at the office or agency maintained  pursuant to
Section 3.9.

                  Every Certificate presented or surrendered for registration of
Transfer or exchange shall be accompanied by a written instrument of transfer in
form  satisfactory  to the Owner  Trustee and the  Certificate  Registrar,  duly
executed  by the  Certificateholder  or  his  attorney  in  writing,  with  such
signature  guaranteed  by a member  firm of the New  York  Stock  Exchange  or a
commercial bank or trust company. Each Certificate  surrendered for registration
of Transfer or exchange shall be cancelled and  subsequently  disposed of by the
Certificate Registrar in accordance with its customary practice.

                  No  service  charge  shall  be made  for any  registration  of
Transfer or exchange of  Certificates,  but the Owner Trustee or the Certificate
Registrar  may  require  payment  of a  sum  sufficient  to  cover  any  tax  or
governmental  charge  that may be imposed in  connection  with any  Transfer  or
exchange of Certificates.

                  The preceding  provisions of this Section 3.5 notwithstanding,
the Owner Trustee shall not make and the Certificate Registrar need not register
any  Transfer  or  exchange of  Certificates  for a period of fifteen  (15) days
preceding   any   Distribution   Date  for  any  payment  with  respect  to  the
Certificates.

         SECTION 3.6 Mutilated,  Destroyed, Lost or Stolen Certificates.  If (a)
any mutilated Certificate shall be surrendered to the Certificate Registrar,  or
if the Certificate  Registrar shall receive  evidence to its satisfaction of the
destruction,  loss or theft of any  Certificate and (b) there shall be delivered
to the Certificate Registrar and the Owner Trustee such security or indemnity as
may be required by them to save each of them  harmless,  then, in the absence of
notice that such Certificate shall have been acquired by a protected  purchaser,
the Owner  Trustee on behalf of the Trust shall  execute  and the Owner  Trustee
shall  authenticate  and  deliver,  in  exchange  for,  or in lieu of,  any such
mutilated,  destroyed,  lost or stolen  Certificate  a new  Certificate  of like
Class,  tenor and  denomination.  In  connection  with the  issuance  of any new
Certificate  under  this  Section  3.6,  the Owner  Trustee  or the  Certificate
Registrar may require the payment of a sum  sufficient to cover any tax or other
governmental charge that may be imposed in connection  therewith.  Any duplicate
Certificate  issued  pursuant to this  Section 3.6 shall  constitute  conclusive
evidence of ownership in the Trust, as if originally issued,  whether or not the
lost, stolen or destroyed Certificate shall be found at any time.
<PAGE>

         SECTION  3.7  Persons  Deemed  Owners  of  Certificates.  Prior  to due
presentation of a Certificate for  registration of Transfer,  the Owner Trustee,
the Certificate  Registrar and any Certificate Paying Agent may treat the Person
in whose name any Certificate shall be registered in the Certificate Register as
the  owner  of such  Certificate  for the  purpose  of  receiving  distributions
pursuant to Section 5.2 and for all other purposes  whatsoever,  and none of the
Owner Trustee,  the Certificate  Registrar or any Certificate Paying Agent shall
be bound by any notice to the contrary.

         SECTION 3.8 Access to List of  Certificateholders  Names and Addresses.
The Owner Trustee shall furnish or cause to be furnished to the Servicer and the
Depositor,  or to the Indenture Trustee,  within fifteen (15) days after receipt
by the Owner  Trustee of a written  request  therefor  from the  Servicer or the
Depositor, or the Indenture Trustee, as the case may be, a list, in such form as
the requesting party may reasonably  require,  of the names and addresses of the
Certificateholders  as of  the  most  recent  Record  Date.  If  three  or  more
Certificateholders or one or more  Certificateholders of Certificates evidencing
not less than 25% of the Aggregate  Certificate  Balance apply in writing to the
Owner  Trustee,  and such  application  states  that the  applicants  desire  to
communicate  with other  Certificateholders  with  respect to their rights under
this Agreement or under the  Certificates and such application is accompanied by
a copy of the communication that such applicants  propose to transmit,  then the
Owner  Trustee  shall,  within five (5) Business  Days after the receipt of such
application,  afford such applicants  access during normal business hours to the
current list of  Certificateholders.  Each  Certificateholder,  by receiving and
holding a  Certificate,  shall be deemed to have  agreed  not to hold any of the
Depositor,  the Certificate Registrar or the Owner Trustee accountable by reason
of the  disclosure of its name and address,  regardless of the source from which
such information was derived.

         SECTION 3.9  Maintenance  of Office or Agency.  The Owner Trustee shall
maintain  in the State of New York,  an office or offices or agency or  agencies
where  Certificates  may be surrendered for registration of Transfer or exchange
and where  notices  and  demands to or upon the Owner  Trustee in respect of the
Certificates and the Basic Documents may be served.  The Owner Trustee initially
designates  The Bank of New York, l01 Barclay  Street,  Floor 12 East, New York,
New York 10286, Attention:  Asset-Backed Finance Unit as its principal corporate
trust office for such  purposes.  The Owner  Trustee  shall give prompt  written
notice  to the  Depositor  and to the  Certificateholders  of any  change in the
location of the Certificate Registrar or any such office or agency.

         SECTION 3.10  Appointment of Certificate  Paying Agent. The Certificate
Paying  Agent  shall  make   distributions  to   Certificateholders   from  each
Certificate  Distribution  Account  pursuant to Section 5.2 and shall report the
amounts of such distributions to the Owner Trustee. Any Certificate Paying Agent
shall  have  the  revocable  power  to  withdraw  funds  from  each  Certificate
Distribution  Account  for the purpose of making the  distributions  referred to
above. The Owner Trustee may revoke such power and remove the Certificate Paying
Agent  if  the  Owner  Trustee  determines  in  its  sole  discretion  that  the
Certificate Paying Agent shall have failed to perform its obligations under this
Agreement in any material respect.  The Certificate Paying Agent shall initially
be the Owner Trustee,  and any co-paying agent chosen by the Owner Trustee.  The
Owner  Trustee  shall be  permitted to resign as  Certificate  Paying Agent upon
thirty (30) days written notice to the Owner Trustee. In the event that the Bank
shall no longer be the Certificate Paying Agent, the Owner Trustee shall appoint
a successor to act as  Certificate  Paying Agent (which shall be a bank or trust
company).  The Owner Trustee shall cause such successor Certificate Paying Agent
or any  additional  Certificate  Paying Agent  appointed by the Owner Trustee to
execute and deliver to the Owner Trustee an  instrument in which such  successor
Certificate Paying Agent or additional Certificate Paying Agent shall agree with
the Owner Trustee that as Certificate  Paying Agent, such successor  Certificate
Paying Agent or additional  Certificate Paying Agent will hold all sums, if any,
held by it for payment to the Certificateholders in trust for the benefit of the
Certificateholders  entitled  thereto  until  such  sums  shall  be paid to such
Certificateholders.  The  Certificate  Paying Agent shall  return all  unclaimed
funds to the Owner Trustee and upon removal of a  Certificate  Paying Agent such
Certificate  Paying Agent shall also return all funds in its  possession  to the
Owner  Trustee.  The provisions of Sections 7.1, 7.3, 7.4 and 8.1 shall apply to
the Owner Trustee also in its role as Certificate  Paying Agent,  for so long as
the Owner  Trustee  shall act as  Certificate  Paying  Agent and,  to the extent
applicable, to any other paying agent appointed hereunder. Any reference in this
Agreement to the  Certificate  Paying Agent shall  include any  co-paying  agent
unless the context requires otherwise.


<PAGE>



         SECTION  3.11  Certain  Rights of  Depositor.  The  Depositor  shall be
entitled to any amounts not needed on any Distribution  Date to make payments on
the  Notes  or the  Certificates  or to make  deposits  to the  Reserve  Account
pursuant  to Section  4.6 of the Sale and  Servicing  Agreement,  and to receive
amounts  remaining in the Reserve  Account  following the payment in full of the
aggregate  principal amount of the Notes and the Aggregate  Certificate  Balance
and of all  other  amounts  owing or to be  distributed  hereunder  or under the
Indenture   or  the  Sale   and   Servicing   Agreement   to   Noteholders   and
Certificateholders  and the  termination  of the Trust.  The  Depositor  may not
Transfer  any such  rights  unless it shall have  received an Opinion of Counsel
that such Transfer  shall not cause the Trust to be classified as an association
(or publicly traded partnership) taxable as a corporation.

                                   ARTICLE IV

                            ACTIONS BY OWNER TRUSTEE

         SECTION 4.1 Prior Notice to Certificateholders  with Respect to Certain
Matters.  It is the intention of the Depositor and the  Certificateholders  that
the powers and duties of the Owner Trustee are ministerial and  non-ministerial;
provided,  however, that any non-ministerial action (including the taking of any
legal  action) may only be taken by the Owner  Trustee in  accordance  with this
Section 4.1. With respect to the following matters,  the Owner Trustee shall not
take  action  unless,  (I) at least  thirty  (30) days before the taking of such
action,  the Owner Trustee shall have  notified the  Certificateholders  and the
Rating  Agencies in writing of the proposed  action and (II)  Certificateholders
holding not less than a majority of the Aggregate  Certificate Balance shall not
have  notified  the Owner  Trustee in  writing  prior to the 30th day after such
notice is given that such  Certificateholders  have withheld consent or provided
alternative direction:

         (a) the  initiation  of any  material  claim or  lawsuit  by the  Trust
(except  claims or  lawsuits  brought by the  Servicer  in  connection  with the
collection of the Receivables) and the settlement of any material action,  claim
or  lawsuit  brought  by or  against  the  Trust  (except  with  respect  to the
aforementioned  claims  or  lawsuits  for  collection  by  the  Servicer  of the
Receivables);

         (b) the election by the Trust to file an  amendment to the  Certificate
of Trust (unless such amendment is required to be filed under the Business Trust
Statute);

         (c)  the amendment of the Indenture by a supplemental indenture in
circumstances where the consent of any Noteholder is required;

         (d) the  amendment  of the  Indenture  by a  supplemental  indenture in
circumstances  where the  consent of any  Noteholder  is not  required  and such
amendment   materially   adversely   affects  the   interests   of  any  of  the
Certificateholders;

         (e) the  amendment,  change or  modification  of the Sale and Servicing
Agreement or the  Administration  Agreement,  except to cure any ambiguity or to
amend or supplement any provision in a manner or to add any provision that would
not materially adversely affect the interests of the Certificateholders; or

         (f) the  appointment  pursuant to the  Indenture  of a  successor  Note
Registrar, Note Paying Agent or Indenture Trustee, or pursuant to this Agreement
of a successor  Certificate  Registrar,  or the consent to the assignment by the
Note Registrar,  Note Paying Agent or Indenture Trustee or Certificate Registrar
of its obligations under the Indenture or this Agreement, as applicable.

         SECTION  4.2  Action by  Certificateholders  with  Respect  to  Certain
Matters.  The Owner Trustee may not,  except upon the  occurrence of an Event of
Servicing  Termination  subsequent  to the  payment  in full of the Notes and in
accordance  with the written  direction of  Certificateholders  holding not less
than a majority of the Aggregate  Certificate  Balance,  (a) remove the Servicer
under the Sale and Servicing  Agreement  pursuant to Article VIII  thereof,  (b)
appoint a successor  Servicer pursuant to Article VIII of the Sale and Servicing
Agreement,  (c)  remove the  Administrator  under the  Administration  Agreement
pursuant to Section 9 thereof or (d) appoint a successor  Administrator pursuant
to Section 9 of the Administration Agreement.
<PAGE>

         SECTION 4.3 Action by  Certificateholders  with Respect to  Bankruptcy.
The Owner Trustee shall not have the power to commence a voluntary proceeding in
bankruptcy  relating  to the Trust  unless  the Notes have been paid in full and
each Certificateholder  (other than the Depositor) approves of such commencement
in advance and delivers to the Owner Trustee a certificate  certifying that such
Certificateholder reasonably believes that the Trust is insolvent.

         SECTION   4.4   Restrictions   on   Certificateholders'    Power.   The
Certificateholders  shall not direct the Owner  Trustee to take or refrain  from
taking any action if such action or inaction would be contrary to any obligation
of the Trust or the Owner Trustee under this Agreement or any of the other Basic
Documents or would be contrary to Section  2.3,  nor shall the Owner  Trustee be
obligated to follow any such direction, if given.

         SECTION 4.5 Majority Control.  Except as expressly provided herein, any
action that may be taken by the  Certificateholders  under this Agreement may be
taken by the  Certificateholders  of  Certificates  evidencing  not less  than a
majority of the  Aggregate  Certificate  Balance.  Except as expressly  provided
herein, any written notice of the Certificateholders  delivered pursuant to this
Agreement  shall be effective if signed by  Certificateholders  of  Certificates
evidencing not less than a majority of the Aggregate  Certificate Balance at the
time of the delivery of such notice.


                                    ARTICLE V

                   APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

         SECTION 5.1 Establishment of Certificate Distribution Account. Pursuant
to  Section  4.1(c)  of  the  Sale  and  Servicing  Agreement,  there  has  been
established and there shall be maintained two segregated trust accounts, each in
the name of "The Bank of New York, as Owner Trustee" at a Qualified  Institution
or Qualified  Trust  Institution  (which shall  initially be the corporate trust
department of the Bank), which shall be designated as the "Certificate  Interest
Distribution  Account" and the  "Certificate  Principal  Distribution  Account,"
respectively  (each of the  Certificate  Interest  Distribution  Account and the
Certificate  Principal   Distribution   Account,  a  "Certificate   Distribution
Account").  Except as  expressly  provided  in Section  3.10,  each  Certificate
Distribution  Account  shall be under the sole dominion and control of the Owner
Trustee. All monies deposited from time to time in each Certificate Distribution
Account  pursuant  to the Sale and  Servicing  Agreement  shall  be  applied  as
provided  in  the  Basic  Documents.   In  the  event  that  either  Certificate
Distribution  Account  is no  longer to be  maintained  at the  corporate  trust
department of the Bank, the Servicer shall,  with the Owner Trustees  assistance
as  necessary,  cause  such  Certificate  Distribution  Account to be moved to a
Qualified  institution or a Qualified Trust Institution within ten (10) Business
Days (or such longer  period not to exceed thirty (30) calendar days as to which
each Rating Agency may consent).  Each Certificate  Distribution Account will be
established and maintained  pursuant to an account agreement which specifies New
York law as the governing law.

         SECTION 5.2 Application of Trust Funds. (a) On each Distribution  Date,
the Owner Trustee  shall,  based on the  information  contained in the Servicers
Certificate delivered on the relevant Determination Date pursuant to Section 3.9
of the Sale and Servicing Agreement:


<PAGE>



         (i)  withdraw  the  amounts  deposited  into the  Certificate  Interest
         Distribution  Account  pursuant  to  Section  4.6(c)  of the  Sale  and
         Servicing  Agreement on or prior to such  Distribution Date and make or
         cause to be made  distributions  and payments in the following order of
         priority:

                  (1) first, to the  Certificateholders of Class C Certificates,
                  an amount equal to the Accrued Class C  Certificate  Interest,
                  provided that if there are not sufficient  funds  available to
                  pay the  entire  amount  of the  Accrued  Class C  Certificate
                  Interest,  the  amounts  available  shall  be  applied  to the
                  payment of such interest on the Class C Certificates  on a pro
                  rata basis;

                  (2) second, to the Certificateholders of Class D Certificates,
                  an amount equal to the Accrued Class D  Certificate  Interest;
                  provided that if there are not sufficient  funds  available to
                  pay the  entire  amount  of the  Accrued  Class D  Certificate
                  Interest,  the  amounts  available  shall  be  applied  to the
                  payment of such interest on the Class D Certificates  on a pro
                  rata basis; and

                  (3)      third, to the Depositor, any funds remaining on
                  deposit in the Certificate Interest Distribution Account.

         (ii)  withdraw the amounts  deposited  into the  Certificate  Principal
         Distribution Account pursuant to Section 4.6(c) and (d) of the Sale and
         Servicing  Agreement on or prior to such  Distribution Date and make or
         cause to be made  distributions  and payments in the following order of
         priority:

                  (1)  first,   to  the   Certificateholders   of  the  Class  C
                  Certificates  in reduction of the  Certificate  Balance of the
                  Class C  Certificates,  until the  Certificate  Balance of the
                  Class C Certificates  has been reduced to zero;  provided that
                  if there are not  sufficient  funds  available  to reduce  the
                  Certificate  Balance of the Class C Certificates  to zero, the
                  amounts  available  shall be applied to the  reduction  of the
                  Certificate  Balance of the Class C Certificates on a pro rata
                  basis;

                  (2)  second,  to  the   Certificateholders   of  the  Class  D
                  Certificates  in reduction of the  Certificate  Balance of the
                  Class D  Certificates,  until the  Certificate  Balance of the
                  Class D Certificates  has been reduced to zero;  provided that
                  if there are not  sufficient  funds  available  to reduce  the
                  Certificate  Balance of the Class D Certificates  to zero, the
                  amounts  available  shall be applied to the  reduction  of the
                  Certificate  Balance of the Class D  Certificates  on pro rata
                  basis; and

                  (3)      third, to the Depositor, any funds remaining on
                  deposit in the Certificate Principal Distribution Account.

         (b) On each Distribution  Date, the Owner Trustee shall, or shall cause
the  Certificate  Paying  Agent  to,  send to each  Certificateholder  as of the
related Record Date the statement  provided to the Owner Trustee by the Servicer
pursuant to Section 4.9 of the Sale and Servicing Agreement with respect to such
Distribution Date.

         (c) In the event  that any  withholding  tax is  imposed  on the Trusts
payment (or allocations of income) to a Certificateholder, such tax shall reduce
the amount otherwise  distributable to such Certificateholder in accordance with
this Section 5.2. The Owner Trustee and each Certificate  Paying Agent is hereby
authorized and directed to retain from amounts  otherwise  distributable  to the
Certificateholders  sufficient funds for the payment of any such withholding tax
that is legally owed by the Trust (but such authorization  shall not prevent the
Owner  Trustee from  contesting  any such tax in  appropriate  proceedings,  and
withholding  payment of such tax, if  permitted  by law,  pending the outcome of
such  proceedings).  The amount of any withholding tax imposed with respect to a
Certificateholder shall be treated as cash distributed to such Certificateholder
at the time it is withheld by the Trust and remitted to the  appropriate  taxing
authority.  If there is a  possibility  that  withholding  tax is  payable  with
respect   to  a   distribution   (such   as  a   distribution   to  a   non-U.S.
Certificateholder), the Owner Trustee may, in its sole discretion, withhold such
amounts  in  accordance   with  this   paragraph   (c).  In  the  event  that  a
Certificateholder  wishes to apply for a refund of any such withholding tax, the
Owner Trustee shall reasonably  cooperate with such  Certificateholder in making
such  claim so long as such  Certificateholder  agrees  to  reimburse  the Owner
Trustee for any out-of-pocket expenses incurred.
<PAGE>

         SECTION 5.3 Method of Payment. Subject to Section 9.1(c), distributions
required to be made to Certificateholders on any Distribution Date shall be made
to each  Certificateholder of record on the preceding Record Date either by wire
transfer,   in   immediately   available   funds,   to  the   account   of  such
Certificateholder  at a bank  or  other  entity  having  appropriate  facilities
therefor, if (i) such  Certificateholder  shall have provided to the Certificate
Registrar appropriate written instructions at least five (5) Business Days prior
to such  Distribution  Date  and  such  Certificateholders  Certificates  in the
aggregate  evidence a  denomination  of not less than  $1,000,000,  or (ii) such
Certificateholder  is the  Depositor  or,  if  not,  by  check  mailed  to  such
Certificateholder  at the  address of such  Certificateholder  appearing  in the
Certificate Register.  Notwithstanding the foregoing,  the final distribution in
respect  of  any  Certificate   (whether  on  the  applicable   Final  Scheduled
Distribution  Date or  otherwise)  will be payable  only upon  presentation  and
surrender  of such  Certificate  at the  office  or agency  maintained  for that
purpose by the Owner Trustee pursuant to Section 3.9.

         SECTION 5.4 No Segregation of Monies; No Interest.  Subject to Sections
5.1 and  5.2,  monies  received  by the  Owner  Trustee  hereunder  need  not be
segregated in any manner except to the extent  required by law, the Indenture or
the Sale and  Servicing  Agreement,  and may be  deposited  under  such  general
conditions  as may be  prescribed  by law,  and the Owner  Trustee  shall not be
liable for any interest thereon.

         SECTION 5.5 Accounting and Reports to Noteholders,  Certificateholders,
Internal  Revenue  Service  and  Others.  The  Owner  Trustee  shall,  based  on
information provided by or on behalf of the Depositor, (a) maintain (or cause to
be  maintained)  the books of the Trust on a calendar  year basis on the accrual
method  of  accounting,   (b)  deliver  (or  cause  to  be  delivered)  to  each
Certificateholder,  as may be  required  by the  Code  and  applicable  Treasury
Regulations,  such  information as may be required  (including  Schedule K-1) to
enable  each  Certificateholder  to prepare  its  federal  and State  income tax
returns,  (c) file (or cause to be filed) such tax returns relating to the Trust
(including  a  partnership  information  return,  IRS Form 1065),  and make such
elections  as may  from  time to time  be  required  or  appropriate  under  any
applicable  State or federal  statute or rule or regulation  thereunder so as to
maintain the Trusts  characterization  as a partnership  for federal  income tax
purposes,  (d) cause such tax returns to be signed in the manner required by law
and (e) collect (or cause to be collected) any  withholding  tax as described in
and in accordance with Section 5.2(c) with respect to income or distributions to
Certificateholders. The Owner Trustee shall elect under Section 1278 of the Code
to include in income  currently any market discount that accrues with respect to
the  Receivables.  The Owner Trustee shall not make the election  provided under
Section 754 of the Code.

         SECTION  5.6  Signature  on  Returns;  Tax  Matters  Partner.  (a)  The
Depositor,  as general partner for income tax purposes,  shall prepare (or cause
to be prepared) and sign, on behalf of the Trust, the tax returns of the Trust.

         (b) The Depositor shall be designated the "tax matters  partner" of the
Trust  pursuant to Section  6231(a)(7)(A)  of the Code and  applicable  Treasury
Regulations.

                                   ARTICLE VI

                      AUTHORITY AND DUTIES OF OWNER TRUSTEE

         SECTION 6.1 General  Authority.  The Owner  Trustee is  authorized  and
directed to execute and  deliver on behalf of the Trust the Basic  Documents  to
which the Trust is to be a party and each certificate or other document attached
as an exhibit to or contemplated by the Basic Documents to which the Trust is to
be a party and any amendment or other  agreement,  in each case, in such form as
the Depositor  shall approve,  as evidenced  conclusively by the Owner Trustee's
execution thereof and the Depositor's execution of this Agreement, and to direct
the  Indenture  Trustee to  authenticate  and deliver (i) Class A-1 Notes in the
aggregate  principal  amount  of  $439,000,000,  (ii)  Class  A-2  Notes  in the
aggregate  principal  amount  of  $360,000,000,  (iii)  Class  A-3  Notes in the
aggregate  principal  amount  of  $294,000,000,  (iv)  Class  A-4  Notes  in the
aggregate principal amount of $227,000,000, (v) Class A-5 Notes in the aggregate
principal amount of $153,000,000,  (vi) Variable Pay Term Notes in the aggregate
amount of  $490,556,000  on the Closing Date and in such other amounts as may be
issued on Targeted Scheduled  Distribution Dates to pay the aggregate  principal
amount of a subclass of Class A Notes pursuant to the Indenture, and (vii) Class
B Notes in the aggregate  principal  amount of  $72,724,000.  In addition to the
foregoing,  the Owner Trustee is authorized to take all actions  required of the
Trust pursuant to the Basic Documents.  The Owner Trustee is further  authorized
from time to time to take such action on behalf of the Trust as is  permitted by
the Basic  Documents  and which the Servicer or the  Administrator  directs with
respect  to the Basic  Documents,  except  to the  extent  that  this  Agreement
expressly requires the consent of Certificateholders for such action.
<PAGE>

         SECTION 6.2 General Duties.  Subject to Section 4.1 hereof, it shall be
the duty of the Owner  Trustee to discharge (or cause to be  discharged)  all of
its responsibilities pursuant to the terms of this Agreement and the other Basic
Documents  to which  the  Trust is a party  and to  administer  the Trust in the
interest of the Certificateholders,  subject to the lien of the Indenture and in
accordance with the provisions of this Agreement and the other Basic  Documents.
Notwithstanding  anything  else to the  contrary  in this  Agreement,  the Owner
Trustee  shall be deemed to have  discharged  its  duties  and  responsibilities
hereunder  and under the Basic  Documents  to the  extent the  Administrator  is
required in the Administration Agreement to perform any act or to discharge such
duty of the Owner  Trustee  or the  Trust  hereunder  or under  any other  Basic
Document,  and the Owner  Trustee  shall not be held  liable for the  default or
failure  of  the   Administrator   to  carry  out  its  obligations   under  the
Administration  Agreement.  Except as expressly provided in the Basic Documents,
the Owner Trustee shall have no obligation to administer, service or collect the
Receivables or to maintain,  monitor or otherwise  supervise the administration,
servicing or collection of the Receivables.

         SECTION 6.3 Action upon Instruction.  (a) Subject to Article IV, and in
accordance with the terms of the Basic Documents, the Certificateholders may, by
written instruction, direct the Owner Trustee in the management of the Trust.

         (b)  The  Owner  Trustee  shall  not be  required  to take  any  action
hereunder or under any Basic Document if the Owner Trustee shall have reasonably
determined, or shall have been advised by counsel, that such action is likely to
result in liability on the part of the Owner Trustee or is contrary to the terms
hereof or of any other Basic Document or is otherwise contrary to law.

         (c) Whenever the Owner Trustee is unable to decide between  alternative
courses of action  permitted  or required by the terms of this  Agreement or any
other Basic Document, the Owner Trustee shall promptly give notice (in such form
as shall be  appropriate  under  the  circumstances)  to the  Certificateholders
requesting  instruction  as to the  course of action to be  adopted,  and to the
extent the Owner  Trustee  acts in good  faith in  accordance  with any  written
instruction of the  Certificateholders  received, the Owner Trustee shall not be
liable on account of such action to any Person.  If the Owner  Trustee shall not
have received  appropriate  instruction  within ten (10) days of such notice (or
within such shorter period of time as reasonably may be specified in such notice
or may be necessary under the  circumstances) it may, but shall be under no duty
to,  take or  refrain  from  taking  such  action,  not  inconsistent  with this
Agreement  or the  other  Basic  Documents,  as it shall  deem to be in the best
interests of the  Certificateholders,  and shall have no liability to any Person
for such action or inaction.

         (d) In the event the Owner Trustee is unsure as to the  application  of
any  provision  of this  Agreement  or any  other  Basic  Document  or any  such
provision  is  ambiguous  as to its  application,  or is, or  appears  to be, in
conflict  with  any  other  applicable  provision,  or in the  event  that  this
Agreement  permits  any  determination  by the Owner  Trustee or is silent or is
incomplete as to the course of action that the Owner Trustee is required to take
with respect to a particular set of facts, the Owner Trustee may give notice (in
such   form  as  shall  be   appropriate   under  the   circumstances)   to  the
Certificateholders  requesting  instruction  and,  to the extent  that the Owner
Trustee acts or refrains from acting in good faith in  accordance  with any such
instruction received,  the Owner Trustee shall not be liable, on account of such
action or inaction,  to any Person. If the Owner Trustee shall not have received
appropriate  instruction  within ten (10) days of such  notice  (or within  such
shorter  period of time as reasonably  may be specified in such notice or may be
necessary under the  circumstances)  it may, but shall be under no duty to, take
or refrain from taking such action not  inconsistent  with this Agreement or the
other  Basic  Documents,  as it shall  deem to be in the best  interests  of the
Certificateholders, and shall have no liability to any Person for such action or
inaction.

         SECTION  6.4 No Duties  Except as  Specified  in this  Agreement  or in
Instructions. The Owner Trustee shall not have any duty or obligation to manage,
make any  payment  with  respect  to,  register,  record,  sell,  dispose of, or
otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from
taking any action under, or in connection with, any document contemplated hereby
to which the Owner Trustee or the Trust is a party, except as expressly provided
by the  terms  of this  Agreement  or in any  document  or  written  instruction
received by the Owner Trustee  pursuant to Section 6.3; and no implied duties or
obligations  shall be read  into this  Agreement  or any  other  Basic  Document
against the Owner Trustee.  The Owner Trustee shall have no  responsibility  for
filing any financing or continuation  statement in any public office at any time
or to otherwise  perfect or maintain the perfection of any security  interest or
lien granted to it hereunder or to prepare or file any Commission filing for the
Trust or to record this Agreement or any other Basic Document. The Owner Trustee
nevertheless agrees that it will, at its own cost and expense, promptly take all
action as may be  necessary  to  discharge  any lien (other than the lien of the
Indenture)  on any part of the Owner Trust  Estate that results from actions by,
or claims  against,  the Owner  Trustee that are not related to the ownership or
the administration of the Owner Trust Estate.
<PAGE>

         SECTION 6.5 No Action Except Under Specified Documents or Instructions.
The Owner Trustee shall not manage,  control, use, sell, dispose of or otherwise
deal with any part of the Owner Trust Estate except (i) in  accordance  with the
powers granted to and the authority conferred upon the Owner Trustee pursuant to
this  Agreement,  (ii) in accordance with the other Basic Documents to which the
Trust or the Owner Trust is a party and (iii) in accordance with any document or
instruction  delivered to the Owner Trustee pursuant to Section 6.3. Neither the
Depositor nor the Certificateholders shall direct the Trustee to take any action
that would violate the provisions of this Section 6.5.

         SECTION 6.6  Restrictions.  The Owner Trustee shall not take any action
(a) that is inconsistent with the purposes of the Trust set forth in Section 2.3
or (b) that, to the actual knowledge of the Owner Trustee,  would (i) affect the
treatment of the Notes as  indebtedness  for federal  income or  Applicable  Tax
State  income  or  franchise  tax  purposes,  (ii) be  deemed to cause a taxable
exchange  of the Notes for  federal  income or  Applicable  Tax State  income or
franchise  tax  purposes or (iii)  cause the Trust or any portion  thereof to be
taxable  as  an  association  (or  publicly  traded  partnership)  taxable  as a
corporation  for federal  income or Applicable Tax State income or franchise tax
purposes.  The  Certificateholders  shall not direct  the Owner  Trustee to take
action that would violate the provisions of this Section 6.6.

                                   ARTICLE VII

              REGARDING THE OWNER TRUSTEE AND THE DELAWARE TRUSTEE

         SECTION 7.1 Acceptance of Trusts and Duties.  Each of the Owner Trustee
and the Delaware  Trustee  accept the trusts  hereby  created and each agrees to
perform its duties hereunder with respect to such trusts but only upon the terms
of this  Agreement.  Each Co-Trustee also agrees to disburse all monies actually
received by it  constituting  part of the Owner  Trust  Estate upon the terms of
this  Agreement  and the other Basic  Documents  to which each  Co-Trustee  is a
party. Each Co-Trustee shall not be answerable or accountable hereunder or under
any other Basic Document under any circumstances, except (i) for its own willful
misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any
representation  or warranty  contained in Section 7.3  expressly  made by either
Co-Trustee.  In  particular,  but not by way of  limitation  (and subject to the
exceptions set forth in the preceding sentence):

         (a)      the Co-Trustees shall not be liable for any error of judgment
made by a responsible officer of either of the Co-Trustees;

         (b) the  Co-Trustees  shall not be liable  with  respect  to any action
taken or omitted to be taken by them in accordance with the  instructions of any
Certificateholder,  the Indenture Trustee,  the Depositor,  the Administrator or
the Servicer;

         (c) no provision of this  Agreement or any other Basic  Document  shall
require the Co-Trustees to expend or risk funds or otherwise incur any financial
liability in the performance of any of their rights or powers hereunder or under
any other Basic Document if the Co-Trustees  shall have  reasonable  grounds for
believing that repayment of such funds or adequate  indemnity  against such risk
or liability is not reasonably assured or provided to them;

         (d)  under  no  circumstances  shall  the  Co-Trustees  be  liable  for
indebtedness evidenced by or arising under any of the Basic Documents, including
the  principal  of and  interest  on the Notes or amounts  distributable  on the
Certificates;

         (e) the  Co-Trustees  shall not be responsible for or in respect of the
validity or sufficiency of this Agreement or for the due execution hereof by the
Depositor  or for  the  form,  character,  genuineness,  sufficiency,  value  or
validity of any of the Owner Trust  Estate or for or in respect of the  validity
or  sufficiency  of the other Basic  Documents,  other than the  certificate  of
authentication on the Certificates, and the Co-Trustees shall in no event assume
or  incur  any  liability,  duty,  or  obligation  to any  Noteholder  or to any
Certificateholder,  other than as expressly provided for herein and in the other
Basic Documents;

         (f) the  Co-Trustees  shall not be liable for the default or misconduct
of the Servicer, the Administrator, the Depositor or the Indenture Trustee under
any of the Basic  Documents  or  otherwise  and the  Co-Trustees  shall  have no
obligation  or  liability  to perform  the  obligations  of the Trust under this
Agreement or the other Basic  Documents that are required to be performed by the
Administrator  under the Administration  Agreement,  the Servicer under the Sale
and Servicing Agreement or the Indenture Trustee under the Indenture; and


<PAGE>



         (g) the Co-Trustees shall be under no obligation to exercise any of the
rights or powers vested in them by this Agreement,  or to institute,  conduct or
defend any  litigation  under this Agreement or otherwise or in relation to this
Agreement or any other Basic Document, at the request, order or direction of any
of the  Certificateholders,  unless such  Certificateholders have offered to the
Co-Trustees  security  or  indemnity  satisfactory  to them  against  the costs,
expenses  and  liabilities  that may be incurred by the  Co-Trustees  therein or
thereby.  The  right  of  the  Co-Trustees  to  perform  any  discretionary  act
enumerated  in this  Agreement  or in any  other  Basic  Document  shall  not be
construed as a duty, and the Co-Trustees  shall not be answerable for other than
the  willful  misconduct,  bad  faith or  negligence  of  either  of them in the
performance of any such act.

         SECTION 7.2 Furnishing of Documents. The Owner Trustee shall furnish to
the  Certificateholders,  promptly upon receipt of a written  request  therefor,
duplicates or copies of all reports, notices, requests,  demands,  certificates,
financial  statements and any other  instruments  furnished to the Owner Trustee
under the Basic Documents.

         SECTION  7.3  Representations  and  Warranties.  (a) The Owner  Trustee
hereby  represents  and  warrants  to the  Depositor,  for  the  benefit  of the
Certificateholders, that:

         (i) It is a banking  corporation duly organized and validly existing in
         good  standing  under  the laws of the  State of New  York.  It has all
         requisite corporate power and authority to execute, deliver and perform
         its obligations under this Agreement.

         (ii) It has taken all  corporate  action  necessary  to  authorize  the
         execution and delivery by it of this Agreement, and this Agreement will
         be executed and delivered by one of its officers who is duly authorized
         to execute and deliver this Agreement on its behalf.

         (iii) Neither the  execution nor the delivery by it of this  Agreement,
         nor the consummation by it of the transactions  contemplated hereby nor
         compliance  by it with  any of the  terms  or  provisions  hereof  will
         contravene  any federal or  Delaware  State law,  governmental  rule or
         regulation  governing  the banking or trust powers of the Owner Trustee
         or any judgment or order binding on it, or constitute any default under
         its charter documents or by-laws or any indenture,  mortgage, contract,
         agreement or  instrument  to which it is a party or by which any of its
         properties may be bound.

         (b)      The Delaware Trustee hereby represents and warrants to the
Depositor, for the benefit of the Certificateholders, that:

         (i) It is a banking  corporation duly organized and validly existing in
         good  standing  under  the laws of the  State of  Delaware.  It has all
         requisite corporate power and authority to execute, deliver and perform
         its obligations under this Agreement.

         (ii) It has taken all  corporate  action  necessary  to  authorize  the
         execution and delivery by it of this Agreement, and this Agreement will
         be executed and delivered by one of its officers who is duly authorized
         to execute and deliver this Agreement on its behalf.

         (iii) Neither the  execution nor the delivery by it of this  Agreement,
         nor the consummation by it of the transactions  contemplated hereby nor
         compliance  by it with  any of the  terms  or  provisions  hereof  will
         contravene  any federal or  Delaware  State law,  governmental  rule or
         regulation  governing  the  banking  or trust  powers  of the  Delaware
         Trustee  or any  judgment  or order  binding on it, or  constitute  any
         default  under its  charter  documents  or  by-laws  or any  indenture,
         mortgage,  contract,  agreement or instrument to which it is a party or
         by which any of its properties may be bound.


<PAGE>



         SECTION 7.4 Reliance;  Advice of Counsel.  (a) The Co-Trustees may rely
upon, shall be protected in relying upon, and shall incur no liability to anyone
in acting upon any signature,  instrument, notice, resolution, request, consent,
order,  certificate,  report, opinion, bond, or other document or paper believed
by it to be  genuine  and  believed  by it to be signed by the  proper  party or
parties.  The  Co-Trustees  may accept a certified  copy of a resolution  of the
board of directors or other  governing body of any corporate party as conclusive
evidence  that such  resolution  has been duly adopted by such body and that the
same is in full  force and  effect.  As to any fact or matter  the method of the
determination of which is not specifically  prescribed  herein,  the Co-Trustees
may for all purposes  hereof rely on a  certificate,  signed by the president or
any vice  president  or by the  treasurer  or other  authorized  officers of the
relevant party, as to such fact or matter and such certificate  shall constitute
full  protection to the  Co-Trustees for any action taken or omitted to be taken
by it in good faith in reliance thereon.

         (b) In the exercise or  administration  of the trusts  hereunder and in
the performance of its duties and obligations  under this Agreement or the other
Basic  Documents,  the Co-Trustees (i) may act directly or through its agents or
attorneys  pursuant  to  agreements  entered  into  with  any of  them,  and the
Co-Trustees  shall not be liable for the conduct or misconduct of such agents or
attorneys  if  such  agents  or  attorneys  shall  have  been  selected  by  the
Co-Trustees with reasonable care, and (ii) may consult with counsel, accountants
and other skilled  Persons to be selected with  reasonable  care and employed by
it. The Co-Trustees  shall not be liable for anything done,  suffered or omitted
in good faith by them in  accordance  with the written  opinion or advice of any
such  counsel,  accountants  or other  such  Persons  and not  contrary  to this
Agreement or any other Basic Document.


         SECTION 7.5 Not Acting in  Individual  Capacity.  Except as provided in
this Article VII, in accepting the trusts hereby  created,  The Bank of New York
acts solely as Owner Trustee  hereunder and The Bank of New York (Delaware) acts
solely as Delaware Trustee hereunder and not in their individual capacities, and
all  Persons  having  any  claim  against  the  Co-Trustees  by  reason  of  the
transactions  contemplated  by this  Agreement or any other Basic Document shall
look only to the Owner Trust Estate for payment or satisfaction thereof.

         SECTION 7.6 Owner Trustee Not Liable for  Certificates  or Receivables.
The recitals contained herein and in the Certificates  (other than the signature
and countersignature of the Owner Trustee on the Certificates) shall be taken as
the statements of the Depositor, and the Owner Trustee assumes no responsibility
for the correctness  thereof.  The Co-Trustees make no representations as to the
validity or sufficiency of this Agreement, of any other Basic Document or of the
Certificates (other than the signature and countersignature of the Owner Trustee
on the  Certificates)  or the Notes, or of any Receivable or related  documents.
The Owner Trustee,  the Delaware  Trustee,  The Bank of New York and The Bank of
New York (Delaware) shall at no time have any responsibility or liability for or
with respect to the legality,  validity and enforceability of any Receivable, or
the perfection and priority of any security  interest  created by any Receivable
in any Financed  Vehicle or the maintenance of any such perfection and priority,
or for or with  respect  to the  sufficiency  of the Owner  Trust  Estate or its
ability to generate the payments to be distributed to  Certificateholders  under
this  Agreement  or the  Noteholders  under the  Indenture,  including,  without
limitation: the existence,  condition and ownership of any Financed Vehicle; the
existence  and  enforceability  of any  insurance  thereon;  the  existence  and
contents of any Receivable on any computer or other record thereof; the validity
of the assignment of any Receivable to the Trust or any intervening  assignment;
the  completeness  of any  Receivable;  the  performance  or  enforcement of any
Receivable; the compliance by the Depositor or the Servicer with any warranty or
representation made under any Basic Document or in any related document,  or the
accuracy of any such warranty or  representation  or any action of the Indenture
Trustee,  the Administrator or the Servicer or any subservicer taken in the name
of the Owner Trustee or the Delaware Trustee.

         SECTION 7.7 Co-Trustees May Own Certificates and Notes. The Bank of New
York and The Bank of New York  (Delaware),  in  their  individual  or any  other
capacities,  may become the owner or  pledgee of  Certificates  or Notes and may
deal with the  Depositor,  the  Servicer,  the  Administrator  and the Indenture
Trustee  in  banking  transactions  with the same  rights as they  would have if
either of them were not the Owner Trustee or the Delaware Trustee.
<PAGE>

                                  ARTICLE VIII

                   COMPENSATION AND INDEMNITY OF OWNER TRUSTEE

         SECTION 8.1 Owner Trustee's Fees and Expenses.  The  Co-Trustees  shall
receive as  compensation  for their  services  hereunder  such fees as have been
separately  agreed  upon before the date hereof  between the  Depositor  and the
Co-Trustees,  and the  Co-Trustees  shall be entitled to and  reimbursed  by the
Depositor  for  their  other  reasonable  expenses   hereunder,   including  the
reasonable   compensation,   expenses   and   disbursements   of  such   agents,
representatives, experts and counsel as the Co-Trustees may employ in connection
with the exercise and performance of their rights and its duties hereunder. Such
amounts  shall be treated for tax  purposes as having  been  contributed  to the
Trust by the Depositor and the tax deduction for such amounts shall be allocated
to the Depositor.

         SECTION 8.2  Indemnification.  The  Depositor  shall be liable as prime
obligor for, and shall indemnify the  Co-Trustees,  The Bank of New York and The
Bank of New York (Delaware) and their respective successors, assigns, agents and
servants (collectively, the "Indemnified Parties") from and against, any and all
liabilities, obligations, losses, damages, taxes, claims, actions and suits, and
any and all reasonable costs,  expenses and disbursements  (including reasonable
legal  fees  and  expenses)  of any kind and  nature  whatsoever  (collectively,
"Expenses")  which may at any time be  imposed  on,  incurred  by,  or  asserted
against  the  Co-Trustees,  The  Bank  of New  York  and The  Bank  of New  York
(Delaware)  or any  Indemnified  Party in any way  relating to or arising out of
this  Agreement,  the  other  Basic  Documents,  the  Owner  Trust  Estate,  the
administration  of the Owner Trust Estate or the action or inaction of the Owner
Trustee  hereunder;  provided  that the  Depositor  shall not be  liable  for or
required to indemnify an Indemnified  Party from and against Expenses arising or
resulting from (i) the Indemnified Party's own willful misconduct,  bad faith or
negligence,  or (ii) the inaccuracy of any  representation or warranty contained
in  Section  7.3  expressly  made  by the  Indemnified  Party.  The  indemnities
contained in this Section 8.2 shall survive the  resignation  or  termination of
the Co-Trustees or the termination of this Agreement. In the event of any claim,
action or proceeding for which indemnity will be sought pursuant to this Section
8.2, the  Co-Trustees'  choice of legal counsel shall be subject to the approval
of the Depositor, which approval shall not be unreasonably withheld.

         SECTION  8.3  Payments  to   Co-Trustees.   Any  amounts  paid  to  the
Co-Trustees  pursuant to this  Article  VIII shall be deemed not to be a part of
the Owner Trust Estate immediately after such payment.

                                   ARTICLE IX

                                   TERMINATION

         SECTION 9.1 Termination of Trust  Agreement.  (a) This Agreement (other
than the provisions of Article VIII) shall  terminate and be of no further force
or effect and the Trust shall wind up and dissolve  upon the earlier of (i) upon
the  maturity or other  liquidation  of the last  remaining  Receivable  and the
disposition  of any amounts  received upon such maturity or  liquidation or (ii)
the  payment  to the  Noteholders  and  the  Certificateholders  of all  amounts
required to be paid to them pursuant to the terms of the Indenture, the Sale and
Servicing   Agreement  and  Article  V.  Any  Insolvency   Event,   liquidation,
dissolution,  death or incapacity  with respect to any  Certificateholder  shall
neither (x) operate to terminate  this  Agreement or the Trust,  nor (y) entitle
such  Certificateholder's  legal representatives or heirs to claim an accounting
or to take any action or  proceeding  in any court for a partition or winding up
of all or any part of the Trust or Owner Trust Estate nor (z)  otherwise  affect
the rights,  obligations and liabilities of the parties hereto. Upon dissolution
of the Trust,  the Owner  Trustee  shall wind up the business and affairs of the
Trust as required by Section 3808 of the Business Trust Statute.

         (b)      Neither the Depositor nor any Certificateholder shall be
entitled to revoke or terminate the Trust.

         (c) Notice of any termination of the Trust, specifying the Distribution
Date upon which the Certificateholders shall surrender their Certificates to the
Certificate Paying Agent for payment of the final distribution and cancellation,
shall be given by the  Owner  Trustee  by letter  to  Certificateholders  mailed
within five (5) Business Days of receipt of notice of such  termination from the
Servicer,  stating (i) the Distribution Date upon or with respect to which final
payment of the Certificates shall be made upon presentation and surrender of the
Certificates at the office of the Certificate  Paying Agent therein  designated,
(ii) the amount of any such final payment (after  reservation of sums sufficient
to pay all  claims  and  obligations,  if any,  known to the Owner  Trustee  and
payable by the Trust) and (iii) that the Record  Date  otherwise  applicable  to
such  Distribution  Date  is not  applicable,  payments  being  made  only  upon
presentation  and surrender of the Certificates at the office of the Certificate
Paying Agent therein specified.  The Owner Trustee shall give such notice to the
Certificate  Registrar  (if other than the Owner  Trustee)  and the  Certificate
Paying  Agent at the time  such  notice  is  given to  Certificateholders.  Upon
presentation  and surrender of the  Certificates,  the Certificate  Paying Agent
shall cause to be distributed to  Certificateholders  amounts  distributable  on
such  Distribution  Date  pursuant to Section  5.2.  Upon the  satisfaction  and
discharge of the  Indenture,  and receipt of a  certificate  from the  Indenture
Trustee  stating  that  all  Noteholders  have  been  paid in full  and that the
Indenture  Trustee is aware of no claims remaining  against the Trust in respect
of the  Indenture  and the Notes,  the Owner  Trustee,  in the absence of actual
knowledge  of any other claim  against  the Trust,  shall be deemed to have made
reasonable provision to pay all claims and obligations  (including  conditional,
contingent  or unmatured  obligations)  for  purposes of Section  3808(e) of the
Business Trust Statute.


<PAGE>



                  In the  event  that all of the  Certificateholders  shall  not
surrender their  Certificates for  cancellation  within six (6) months after the
date specified in the above mentioned  written  notice,  the Owner Trustee shall
give a second  written notice to the remaining  Certificateholders  to surrender
their  Certificates  for cancellation  and receive the final  distribution  with
respect thereto. If within one year after the second notice all the Certificates
shall not have been  surrendered  for  cancellation,  the Owner Trustee may take
appropriate steps, or may appoint an agent to take appropriate steps, to contact
the remaining Certificateholders  concerning surrender of their Certificates and
the cost  thereof  shall be paid out of the funds and other  assets  that  shall
remain subject to this Agreement.  Subject to applicable escheat laws, any funds
remaining in the Trust after exhaustion of such remedies shall be distributed by
the Owner Trustee to the Depositor.

         (d) Upon final  distribution of any funds  remaining in the Trust,  the
Owner Trustee shall cause the  Certificate  of Trust to be cancelled by filing a
certificate of  cancellation  with the Secretary of State in accordance with the
provisions of Section 3810(c) of the Business Trust Statute.

         SECTION 9.2  [Reserved]

         SECTION 9.3 Prepayment of Certificates.  (a) The Certificates  shall be
prepaid in whole, but not in part, at the direction of the Servicer  pursuant to
Section 9.1 of the Sale and Servicing  Agreement,  on any  Distribution  Date on
which the  Servicer  exercises  its option to  purchase  the assets of the Trust
pursuant  to said  Section  9.1,  and the amount paid by the  Servicer  shall be
treated as collections of  Receivables  and applied to pay the unpaid  principal
amount of the Notes and the  Aggregate  Certificate  Balance  plus  accrued  and
unpaid interest  (including any overdue  interest)  thereon.  The Servicer shall
furnish the Rating Agencies and the Owner Trustee notice of such prepayment.  If
the Certificates are to be prepaid pursuant to this Section 9.3(a), the Servicer
shall furnish notice of such election to the Owner Trustee not later than twenty
(20) days prior to the Prepayment Date and the Trust shall deposit by 10:00 A.M.
(New York City  time) on the  Prepayment  Date in the  Certificate  Distribution
Account the Prepayment Price of the  Certificates to be redeemed,  whereupon all
such Certificates shall be due and payable on the Prepayment Date.

         (b) Notice of  prepayment  under  Section  9.3(a) shall be given by the
Owner Trustee by first-class  mail,  postage prepaid,  or by facsimile mailed or
transmitted  immediately  following receipt of notice from the Trust or Servicer
pursuant  to  Section  9.3(a),  but not later  than ten (10)  days  prior to the
applicable  Prepayment  Date,  to  each  Certificateholder  as of the  close  of
business on the Record Date  preceding the applicable  Prepayment  Date, at such
Certificateholder's  address or facsimile  number  appearing in the  Certificate
Register.

                  All notices of prepayment shall state:

         (i)  the Prepayment Date;

         (ii)  the Prepayment Price; and

         (iii) the place  where  such  Certificates  are to be  surrendered  for
         payment of the Prepayment Price (which shall be the office or agency of
         the Owner Trustee to be maintained as provided in Section 3.9).

Notice of prepayment of the Certificates  shall be given by the Owner Trustee in
the name and at the expense of the Trust.  Failure to give notice of prepayment,
or any defect therein, to any  Certificateholder  shall not impair or affect the
validity of the prepayment of any other Certificate.

         (c) Following  notice of prepayment as required by Section 9.3(b),  the
Certificates shall on the Prepayment Date be paid by the Trust at the Prepayment
Price and  (unless  the Trust  shall  default in the  payment of the  Prepayment
Price) no interest shall accrue on the Prepayment Price for any period after the
date to which accrued  interest is calculated  for purposes of  calculating  the
Prepayment  Price.  Following  payment  in full of the  Prepayment  Price,  this
Agreement and the Trust shall terminate.


<PAGE>



                                    ARTICLE X

             SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

         SECTION 10.1  Eligibility  Requirements  for Owner Trustee and Delaware
Trustee.  (a) The Owner Trustee shall at all times (i) be authorized to exercise
corporate  trust  powers;  (ii) have a combined  capital and surplus of at least
$50,000,000  and shall be subject to  supervision  or  examination by federal or
state  authorities;  and (iii)  shall have (or shall  have a parent  that has) a
long-term debt rating of investment  grade by each of the Rating  Agencies or be
otherwise  acceptable to the Rating Agencies.  If such corporation shall publish
reports of condition at least annually,  pursuant to law or to the  requirements
of the aforesaid  supervising  or examining  authority,  then for the purpose of
this Section 10.1, the combined capital and surplus of such corporation shall be
deemed to be its  combined  capital  and surplus as set forth in its most recent
report of condition so  published.  In case at any time the Owner  Trustee shall
cease to be eligible in accordance with the provisions of this Section 10.1, the
Owner  Trustee  shall  resign  immediately  in the  manner  and with the  effect
specified in Section 10.2.

         (b) The Delaware Trustee shall at all times be a corporation satisfying
the provisions of Section 3807(a) of the Business Trust Statute.

         SECTION 10.2  Resignation  or Removal of Owner  Trustee or the Delaware
Trustee.  (a) The Owner  Trustee or the Delaware  Trustee may at any time resign
and be  discharged  from the  trusts  hereby  created by giving  written  notice
thereof to the  Administrator.  Upon receiving such notice of  resignation,  the
Administrator  shall  promptly  appoint a  successor  Owner  Trustee or Delaware
Trustee, as applicable,  by written instrument,  in duplicate, one copy of which
instrument shall be delivered to the resigning Owner Trustee or Delaware Trustee
and one copy to the applicable  successor owner Trustee or Delaware Trustee.  If
no successor Owner Trustee or Delaware  Trustee shall have been so appointed and
have  accepted  appointment  within  thirty  (30) days  after the giving of such
notice of  resignation,  the  resigning  Owner  Trustee or Delaware  Trustee may
petition any court of competent  jurisdiction for the appointment of a successor
Owner Trustee or Delaware Trustee; provided, however, that such right to appoint
or to  petition  for the  appointment  of any such  successor  shall in no event
relieve the  resigning  Owner Trustee or Delaware  Trustee from any  obligations
otherwise  imposed on it under the Basic  Documents  until such successor has in
fact assumed such appointment.

         (b) If at any time the Owner Trustee or Delaware Trustee shall cease to
be eligible in  accordance  with the  provisions of Section 10.1 or a Co-Trustee
resigns  pursuant  to  Section  10.2 of this  Agreement  and the  ineligible  or
non-resigning  Co-Trustee  or either  Co-Trustees  shall  fail to  resign  after
written  request  therefor  by the  Administrator,  or if at any time the  Owner
Trustee or Delaware Trustee shall be legally unable to act, or if at any time an
Insolvency  Event with respect to the Owner  Trustee or Delaware  Trustee  shall
have  occurred  and  be  continuing,  then  the  Administrator  may  remove  the
Co-Trustee  that is  insolvent  or  legally  unable  to act or may  remove  both
Co-Trustees.  If the  Administrator  shall remove one or both of the Co-Trustees
under the authority of the immediately  preceding  sentence,  the  Administrator
shall promptly appoint a successor Co-Trustee or Co-Trustees,  as applicable, by
written  instrument,  in  duplicate,  one  copy of  which  instrument  shall  be
delivered to the outgoing Co-Trustee or Co-Trustees,  as applicable,  so removed
and one copy to the successor  Co-Trustee or  Co-Trustees,  as  applicable,  and
shall  pay  all  fees  owed  to  the  outgoing  Co-Trustee  or  Co-Trustees,  as
applicable.

         (c) Any  resignation  or removal of a Co-Trustee  and  appointment of a
successor  Co-Trustee or  Co-Trustees  pursuant to any of the provisions of this
Section 10.2 shall not become  effective until  acceptance of appointment by the
successor  Co-Trustee or  Co-Trustees  pursuant to Section 10.3,  payment of all
fees and expenses owed to the outgoing  Co-Trustee or Co-Trustees and the filing
of a  certificate  of amendment to the  Certificate  of Trust if required by the
Business  Trust  Statute.   The  Administrator  shall  provide  notice  of  such
resignation   or   removal   of   the   Co-Trustee   or   Co-Trustees   to   the
Certificateholders,  the  Indenture  Trustee,  the  Noteholders,  any  remaining
Co-Trustee and each of the Rating Agencies.


<PAGE>



         SECTION  10.3  Successor  Owner  Trustee or Delaware  Trustee.  (a) Any
successor Owner Trustee or Delaware Trustee  appointed  pursuant to Section 10.2
shall  execute,  acknowledge  and  deliver  to  the  Administrator  and  to  its
predecessor  Owner  Trustee or Delaware  Trustee an  instrument  accepting  such
appointment  under  this  Agreement.  Upon the  resignation  or  removal  of the
predecessor  Owner Trustee or Delaware  Trustee becoming  effective  pursuant to
Section 10.2,  such  successor  Owner Trustee or Delaware  Trustee,  without any
further act, deed or conveyance,  shall become fully vested with all the rights,
powers,  duties,  and obligations of its predecessor under this Agreement,  with
like effect as if  originally  named as Owner Trustee or Delaware  Trustee.  The
predecessor  Owner Trustee or Delaware  Trustee shall,  upon payment of its fees
and  expenses,  deliver to the successor  Owner Trustee or Delaware  Trustee all
documents and  statements  and monies held by it under this  Agreement,  and the
Administrator  and the  predecessor  Owner  Trustee or  Delaware  Trustee  shall
execute and deliver such  instruments and do such other things as may reasonably
be required for fully and  certainly  vesting and  confirming  in the  successor
Owner  Trustee  or  Delaware  Trustee  all  such  rights,  powers,  duties,  and
obligations.

         (b) No  successor  Owner  Trustee  or  Delaware  Trustee  shall  accept
appointment  as  provided  in this  Section  10.3  unless,  at the  time of such
acceptance,  such successor Owner Trustee or Delaware  Trustee shall be eligible
pursuant to Section 10.1.

         (c) Upon  acceptance  of  appointment  by a successor  Owner Trustee or
Delaware  Trustee  pursuant to this Section 10.3, the  Administrator  shall mail
notice of the  successor  of such  Owner  Trustee  or  Delaware  Trustee  to all
Certificateholders,  the  Indenture  Trustee,  the  Noteholders,  any  remaining
Co-Trustee and the Rating Agencies. If the Administrator shall fail to mail such
notice  within ten (10) days after  acceptance of  appointment  by the successor
Owner  Trustee or De1aware  Trustee,  the  successor  Owner  Trustee or Delaware
Trustee   shall   cause  such  notice  to  be  mailed  at  the  expense  of  the
Administrator.

         (d) Any successor  Delaware Trustee appointed  hereunder shall file the
amendments to the  Certificate of Trust with the Secretary of State  identifying
the name and principal place of business of such successor  Delaware  Trustee in
the State of Delaware.

         SECTION  10.4  Merger or  Consolidation  of Owner  Trustee or  Delaware
Trustee. Any corporation into which the Owner Trustee or Delaware Trustee may be
merged or converted  or with which it may be  consolidated,  or any  corporation
resulting  from any  merger,  conversion  or  consolidation  to which  the Owner
Trustee or Delaware  Trustee shall be a party, or any corporation  succeeding to
all or substantially all of the corporate trust business of the Owner Trustee or
Delaware  Trustee,  shall,  without the execution or filing of any instrument or
any further act on the part of any of the parties hereto, anything herein to the
contrary  notwithstanding,  be the  successor  of the Owner  Trustee or Delaware
Trustee hereunder;  provided that such corporation shall be eligible pursuant to
Section  10.1;  and  provided  further,  that (i) the Owner  Trustee or Delaware
Trustee shall mail notice of such merger or consolidation to the Rating Agencies
not less than fifteen (15) days prior to the effective date thereof and (ii) the
Delaware Trustee shall file an amendment to the Certificate of Trust as required
by Section 10.3.

         SECTION  10.5  Appointment  of  Co-Trustee  or  Separate  Trustee.  (a)
Notwithstanding  any other  provisions of this  Agreement,  at any time, for the
purpose of meeting any legal  requirements of any jurisdiction in which any part
of the Owner Trust  Estate or any  Financed  Vehicle may at the time be located,
the  Administrator and the Owner Trustee acting jointly shall have the power and
shall  execute  and  deliver  all  instruments  to appoint  one or more  Persons
approved  by the Owner  Trustee  to act as  co-trustee,  jointly  with the Owner
Trustee,  or separate  trustee or separate  trustees,  of all or any part of the
Trust,  and to vest in such Person,  in such  capacity,  such title to the Owner
Trust Estate, or any part thereof,  and, subject to the other provisions of this
Section  10.5,  such  powers,  duties,  obligations,  rights  and  trusts as the
Administrator and the Owner Trustee may consider necessary or desirable.  If the
Administrator shall not have joined in such appointment within fifteen (15) days
after the  receipt by it of a request so to do, the Owner  Trustee  alone  shall
have the power to make such appointment. No co-trustee or separate trustee under
this Agreement shall be required to meet the terms of eligibility as a successor
trustee  pursuant  to  Section  10.1 and no  notice  of the  appointment  of any
co-trustee or separate trustee shall be required pursuant to Section 10.3.


<PAGE>



         (b) Each 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  Owner  Trustee  shall be  conferred  upon  and  exercised  or
         performed by the Owner Trustee and such separate  trustee or co-trustee
         jointly (it being  understood that such separate  trustee or co-trustee
         is not authorized to act separately  without the Owner Trustee  joining
         in  such  act),  except  to  the  extent  that  under  any  law  of any
         jurisdiction  in which any  particular act or acts are to be performed,
         the Owner 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 Trust 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 Owner Trustee;

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

         (iii) the Administrator and the Owner Trustee acting jointly 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 Owner  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 Agreement and
the conditions of this Article X. 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 Owner
Trustee or separately, as may be provided therein, subject to all the provisions
of this  Agreement,  specifically  including  every  provision of this Agreement
relating to the conduct of, affecting the liability of, or affording  protection
to,  the Owner  Trustee.  Each  such  instrument  shall be filed  with the Owner
Trustee and a copy thereof given to the Administrator.


         (d) Any  separate  trustee or  co-trustee  may at any time  appoint the
Owner Trustee as 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 Owner  Trustee,  to the extent  permitted  by law,  without the
appointment of a new or successor trustee.

         SECTION 10.6  Compliance  with Business Trust Statute.  Notwithstanding
anything herein to the contrary,  the Trust shall at all times have at least one
trustee which meets the  requirements  of Section  3807(a) of the Business Trust
Statute.
<PAGE>

                                   ARTICLE XI

                                  MISCELLANEOUS

         SECTION 11.1  Supplements  and  Amendments.  (a) This  Agreement may be
amended by the Depositor and the Owner Trustee, with prior written notice to the
Rating  Agencies,  without  the  consent  of  any  of  the  Noteholders  or  the
Certificateholders or the Swap Counterparty,  to cure any ambiguity,  to correct
or supplement  any  provisions  in this  Agreement  inconsistent  with any other
provision of this  Agreement or for the purpose of adding any  provisions  to or
changing in any manner or eliminating  any of the provisions in this  Agreement;
provided,  however,  that such action  shall not, as  evidenced by an Opinion of
Counsel  satisfactory to the Owner Trustee and the Indenture Trustee,  adversely
affect the rights or  obligations  of the Swap  Counterparty  under the Interest
Rate Swap  Agreement or impair the ability of the Trust to fully  perform any of
its  obligations  under  the  Interest  Rate Swap  Agreement  or shall  not,  as
evidenced  by an opinion of Counsel  satisfactory  to the Owner  Trustee and the
Indenture Trustee, adversely affect in any material respect the interests of any
Noteholder or Certificateholder; and provided further that an Opinion of Counsel
shall be furnished to the Indenture  Trustee and the Owner Trustee to the effect
that such amendment (A) will not materially  adversely affect the federal or any
Applicable  Tax State income or franchise  taxation of any  outstanding  Note or
Certificate,  or any Noteholder or Certificateholder  and (B) will not cause the
Trust to be taxable as a  corporation  for federal or any  Applicable  Tax State
income or franchise tax purposes. In addition,  this Agreement may be amended by
the Depositor and the Owner Trustee,  with prior notice to the Rating  Agencies,
without  the consent of any of the  Noteholders  or the  Certificateholders,  in
connection with the registration of the  Certificates  under the Securities Act,
in  order  to  facilitate  such  registration,  including  with  respect  to the
modification of the restrictions  applicable to the transfer of the Certificates
and modification of the legend set forth on the form of the Certificates.

         (b)  This  Agreement  may  also  be  amended  from  time to time by the
Depositor, the Owner Trustee and the Delaware Trustee, with prior written notice
to the Rating Agencies,  with the consent of (i) the Indenture  Trustee,  to the
extent that its rights or obligations would be affected by such amendment,  (ii)
the  Noteholders  of Notes  evidencing not less than a majority of the principal
amount of the Notes Outstanding,  (iii) the  Certificateholders  of Certificates
evidencing  not less than a majority of the  Aggregate  Certificate  Balance and
(iv) the Swap  Counterparty to the extent such amendment  adversely  affects the
rights or  obligations  of the Swap  Counterparty  or  modifies  or impairs  the
ability of the Trust to fully perform any of its obligations  under the Interest
Rate Swap Agreement,  for the purpose of adding any provisions to or changing in
any  manner  or  eliminating  any of the  provisions  of  this  Agreement  or of
modifying in any manner the rights of the Noteholders or the Certificateholders;
provided,  however,  that no such amendment  shall (i) increase or reduce in any
manner  the  amount  of, or  accelerate  or delay the  timing  of, or change the
allocation  or  priority  of,   collections   of  payments  on   Receivables  or
distributions that are required to be made for the benefit of the Noteholders or
the Certificateholders, or (ii) reduce the aforesaid percentage of the principal
amount of the Notes Outstanding and the Aggregate  Certificate  Balance required
to consent to any such amendment, without the consent of all the Noteholders and
Certificateholders  affected thereby;  and provided further,  that an Opinion of
Counsel shall be furnished to the Indenture Trustee and the Owner Trustee to the
effect that such amendment (A) will not materially  adversely affect the federal
or any Applicable Tax State income or franchise taxation of any outstanding Note
or Certificate,  or any Noteholder or  Certificateholder  and (B) will not cause
the Trust to be taxable as a corporation for federal or any Applicable Tax State
income or franchise tax purposes. The Swap Counterparty's consent will be deemed
to have been given if the Swap  Counterparty  does not object in writing  within
ten Business Days of receipt of a written request for such consent.

         (c) Promptly after the execution of any such amendment or consent,  the
Owner  Trustee  shall  furnish  written  notification  of the  substance of such
amendment or consent to each  Certificateholder,  the Indenture  Trustee  (which
shall promptly furnish a copy to the Swap  Counterparty)  and each of the Rating
Agencies.

         (d) It shall not be  necessary  for the consent of  Certificateholders,
the  Noteholders  or the  Indenture  Trustee  pursuant to this  Section  11.1 to
approve the particular form of any proposed  amendment or consent,  but it shall
be sufficient if such consent shall approve the substance thereof. The manner of
obtaining such consents (and any other consents of  Certificateholders  provided
for in this  Agreement or in any other Basic  Document)  and of  evidencing  the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable requirements as the Owner Trustee may prescribe.

         (e) Promptly after the execution of any amendment to the Certificate of
Trust,  the Owner  Trustee  shall  cause the filing of such  amendment  with the
Secretary of State.

         (f) Prior to the  execution of any  amendment to this  Agreement or the
Certificate  of Trust,  the Owner Trustees shall be entitled to receive and rely
upon an Opinion of Counsel  stating  that the  execution  of such  amendment  is
authorized or permitted by this Agreement.  The Owner Trustee may, but shall not
be obligated to, enter into any such amendment which affects the Owner Trustee's
own rights, duties or immunities under this Agreement or otherwise.

         (g) In connection with the execution of any amendment to this Agreement
or any amendment to any other agreement to which the Trust is a party, the Owner
Trustee  shall be entitled to receive and  conclusively  rely upon an opinion of
Counsel to the effect that such  amendment  is  authorized  or  permitted by the
Basic Documents and that all conditions precedent in the Basic Documents for the
execution and delivery  thereof by the Trust or the Owner  Trustee,  as the case
may be, have been satisfied.


<PAGE>



         SECTION    11.2   No   Legal   Title   to   Owner   Trust   Estate   in
Certificateholders.  The  Certificateholders  shall not have legal  title to any
part of the Owner  Trust  Estate.  The  Certificateholders  shall be entitled to
receive distributions with respect to their beneficial interests therein only in
accordance  with  Articles  V and  IX.  No  transfer,  by  operation  of  law or
otherwise,  of any right, title, or interest of the Certificateholders to and in
their  beneficial  interest in the Owner Trust Estate shall operate to terminate
this  Agreement  or  the  trusts  hereunder  or  entitle  any  transferee  to an
accounting  or to the  transfer  to it of legal  title to any part of the  Owner
Trust Estate.

         SECTION 11.3  Limitation  on Rights of Others.  Except for Sections 2.7
and 11.1,  the  provisions  of this  Agreement are solely for the benefit of the
Owner Trustee,  the Delaware  Trustee,  the Depositor,  the  Administrator,  the
Certificateholders,  the Servicer and, to the extent expressly  provided herein,
the Indenture Trustee and the Noteholders,  and nothing in this Agreement (other
than Section 2.7), whether express or implied, shall be construed to give to any
other  Person any legal or equitable  right,  remedy or claim in the Owner Trust
Estate or under or in respect of this Agreement or any covenants,  conditions or
provisions contained herein.

         SECTION  11.4  Notices.  (a) Unless  otherwise  expressly  specified or
permitted  by the terms  hereof,  all  notices  shall be in writing and shall be
deemed given upon receipt by the intended  recipient or three (3) Business  Days
after mailing if mailed by certified  mail,  postage prepaid (except that notice
to the Owner  Trustee and the Delaware  Trustee  shall be deemed given only upon
actual receipt by the Owner Trustee and the Delaware Trustee,  respectively), if
to the Owner  Trustee  or the  Delaware  Trustee,  addressed  to the  respective
Corporate  Trust  Office;  if to the  Depositor,  addressed  to Ford Credit Auto
Receivables  Two L.P. at the address of its  principal  executive  office  first
above  written;  or,  as to each  party,  at such  other  address  as  shall  be
designated by such party in a written notice to each other party.

         (b) Any notice required or permitted to be given to a Certificateholder
shall be given by  first-class  mail,  postage  prepaid,  at the address of such
Certificateholder  as shown in the  Certificate  Register.  Any notice so mailed
within the time prescribed in this Agreement  shall be conclusively  presumed to
have been duly given, whether or not the Certificateholder receives such notice.

         SECTION 11.5  Severability.  Any  provision of this  Agreement  that is
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be ineffective to the extent of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  hereof,  and any such  prohibition  or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.

         SECTION 11.6 Separate  Counterparts.  This Agreement may be executed by
the parties hereto in separate counterparts,  each of which when so executed and
delivered  shall  be an  original,  but all  such  counterparts  shall  together
constitute but one and the same instrument.

         SECTION 11.7  Successors  and Assigns.  All  covenants  and  agreements
contained  herein  shall be  binding  upon,  and inure to the  benefit  of,  the
Depositor,  the Owner Trustee and its successors and each  Certificateholder and
its  successors  and permitted  assigns,  all as herein  provided.  Any request,
notice,  direction,   consent,  waiver  or  other  instrument  or  action  by  a
Certificateholder    shall   bind   the   successors   and   assigns   of   such
Certificateholder.

         SECTION 11.8 No  Petition.  The Owner  Trustee  (not in its  individual
capacity but solely as Owner Trustee), by entering into this Agreement, and each
Certificateholder,  by accepting a Certificate, hereby covenants and agrees that
it will not, until after the Notes have been paid in full, institute against the
Depositor,  the General Partner or the Trust, or join in any institution against
the  Depositor,   the  General   Partner  or  the  Trust  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 Certificates, the Notes, this
Agreement or any of the other Basic Documents.

         SECTION  11.9 No  Recourse.  Each  Certificateholder,  by  accepting  a
Certificate,  acknowledges that such Certificateholder's  Certificates represent
beneficial  interests  in the Trust only and do not  represent  interests  in or
obligations  of  the  Depositor,   the  General  Partner,   the  Servicer,   the
Administrator,  the  Owner  Trustee,  the  Indenture  Trustee  or any  Affiliate
thereof, and no recourse may be had against such parties or their assets, except
as  may  be  expressly  set  forth  or  contemplated  in  this  Agreement,   the
Certificates or the other Basic Documents.

         SECTION  11.10  Headings.  The  headings  of the various  Articles  and
Sections  herein are for  convenience  of reference only and shall not define or
limit any of the terms or provisions hereof.

         SECTION  11.11  Governing  Law.  This  Agreement  shall be construed in
accordance  with the laws of the State of Delaware and the  obligations,  rights
and remedies of the parties  hereunder  shall be determined  in accordance  with
such laws.

         SECTION 11.12 Sale and Servicing Agreement Obligations. Notwithstanding
any other  provision of this  Agreement,  the Owner Trustee  agrees that it will
comply with its  obligations  under  Sections  3.1,  4.1 and 4.2 of the Sale and
Servicing Agreement.


<PAGE>



                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement  to be duly  executed  by  their  respective  officers  hereunto  duly
authorized, as of the day and year first above written.

                           FORD CREDIT AUTO RECEIVABLES
                           TWO L.P., as Depositor


                           By:      FORD CREDIT AUTO RECEIVABLES TWO, INC.,
                                    as General Partner

                                    By:
                                  Name:
                                 Title:


                           THE BANK OF NEW YORK (DELAWARE),
                           as Delaware Trustee

                                    By:
                                  Name:
                                 Title:


                           THE BANK OF NEW YORK,
                           as Owner Trustee

                                    By:
                                  Name:
                                 Title:


<PAGE>



                                                                      EXHIBIT A

                           FORM OF CLASS C CERTIFICATE

NUMBER                                                              $[________]
R-[ ]                                                        Private Placement

THIS  CERTIFICATE HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW OF
ANY  STATE  OF  THE  UNITED  STATES.  THE  HOLDER  HEREOF,  BY  PURCHASING  THIS
CERTIFICATE,  AGREES FOR THE  BENEFIT OF THE TRUST AND THE  DEPOSITOR  THAT THIS
CERTIFICATE MAY BE REOFFERED,  RESOLD,  PLEDGED OR OTHERWISE TRANSFERRED ONLY IN
COMPLIANCE  WITH THE  SECURITIES  ACT AND OTHER  APPLICABLE  LAWS,  AND ONLY (1)
PURSUANT TO RULE 144A UNDER THE  SECURITIES  ACT ("RULE  144A") TO A PERSON THAT
THE HOLDER REASONABLY  BELIEVES IS A QUALIFIED  INSTITUTIONAL  BUYER, WITHIN THE
MEANING  OF RULE  144A (A  "QIB"),  PURCHASING  FOR ITS OWN  ACCOUNT  OR FOR THE
ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED,  IN EACH CASE, THAT THE REOFFER,
RESALE,  PLEDGE,  OR OTHER  TRANSFER  IS BEING  MADE IN  RELIANCE  ON RULE 144A,
SUBJECT  TO (A) THE  RECEIPT  BY THE TRUST AND THE  CERTIFICATE  REGISTRAR  OF A
CERTIFICATE  SUBSTANTIALLY  IN THE  FORM  ATTACHED  AS  EXHIBIT  E TO THE  TRUST
AGREEMENT  AND (B) THE RECEIPT BY THE TRUST AND THE  CERTIFICATE  REGISTRAR OF A
LETTER  SUBSTANTIALLY  IN THE FORM ATTACHED AS EXHIBIT C TO THE TRUST AGREEMENT,
(2) PURSUANT TO AN EXEMPTION  FROM  REGISTRATION  PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE),  SUBJECT TO THE RECEIPT BY THE TRUST, THE INITIAL
PURCHASER AND THE CERTIFICATE REGISTRAR OF SUCH EVIDENCE ACCEPTABLE TO THE TRUST
AND THE INITIAL  PURCHASER THAT SUCH REOFFER,  RESALE,  PLEDGE OR TRANSFER IS IN
COMPLIANCE WITH THE TRUST AGREEMENT AND THE SECURITIES ACT AND OTHER  APPLICABLE
LAWS, (3) TO AN INSTITUTIONAL  "ACCREDITED  INVESTOR" WITHIN THE MEANING THEREOF
IN RULE  501(a)(1),  (2), (3) OR (7) OF  REGULATION D UNDER THE  SECURITIES  ACT
PURSUANT  TO ANY  OTHER  EXEMPTION  FROM THE  REGISTRATION  REQUIREMENTS  OF THE
SECURITIES  ACT,  SUBJECT TO (A) THE  RECEIPT  BY THE TRUST AND THE  CERTIFICATE
REGISTRAR  OF A LETTER  SUBSTANTIALLY  IN THE FORM  ATTACHED AS EXHIBIT D TO THE
TRUST AGREEMENT OR (B) THE RECEIPT BY THE TRUST,  THE INITIAL  PURCHASER AND THE
CERTIFICATE  REGISTRAR OF SUCH OTHER  EVIDENCE  ACCEPTABLE  TO THE TRUST AND THE
INITIAL PURCHASER THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE
WITH THE TRUST  AGREEMENT AND THE SECURITIES ACT AND OTHER  APPLICABLE  LAWS, OR
(4) TO THE DEPOSITOR,  IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES
LAWS OF THE UNITED STATES AND  SECURITIES AND BLUE SKY LAWS OF THE STATES OF THE
UNITED STATES.

THE PRINCIPAL OF THIS  CERTIFICATE  IS  DISTRIBUTABLE  AS SET FORTH IN THE TRUST
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                       FORD CREDIT AUTO OWNER TRUST 2000-D

                     CLASS C 7.91% ASSET BACKED CERTIFICATE

evidencing a beneficial interest in the property of the Trust, as defined below,
which  property  includes  a pool  of  motor  vehicle  retail  installment  sale
contracts, secured by security interests in the motor vehicles financed thereby,
conveyed to Ford Credit Auto  Receivables  Two L.P. by Ford Motor Credit Company
and conveyed by Ford Credit Auto Receivables Two L.P. to the Trust. The property
of the Trust has been pledged to the Indenture Trustee pursuant to the Indenture
to secure the payment of the Notes  issued  thereunder  and the  payments to the
Swap Counterparty under the Interest Rate Swap Agreement.

(This  Certificate does not represent an interest in or obligation of Ford Motor
Credit Company, Ford Credit Auto Receivables Two L.P. or any of their respective
Affiliates, except to the extent described below.)

                  THIS CERTIFIES THAT  ____________  is the registered  owner of
_______________ DOLLARS nonassessable,  fully-paid, beneficial interest in Class
C  Certificates  of Ford Credit Auto Owner Trust 2000-D (the "Trust")  formed by
Ford Credit Auto  Receivables  Two L.P.,  a Delaware  limited  partnership  (the
"Depositor").  The Class C Certificates  have an aggregate  Initial  Certificate
Balance  of  $41,557,000  and bear  interest  at a rate of 7.91% per annum  (the
"Class C Rate").
<PAGE>

                  The Trust was  created  pursuant  to an Amended  and  Restated
Trust  Agreement,  dated  as of July 1,  2000  (as  from  time to time  amended,
supplemented or otherwise modified and in effect, the "Trust Agreement"),  among
the Depositor,  The Bank of New York (Delaware),  not in its individual capacity
but solely as Delaware  trustee  (the  "Delaware  Trustee")  and The Bank of New
York,  not in its  individual  capacity but solely as owner  trustee (the "Owner
Trustee"),  a summary  of certain of the  pertinent  provisions  of which is set
forth below. To the extent not otherwise  defined herein,  the capitalized terms
used herein have the meanings assigned to them in the Trust Agreement.

                  This  Certificate is one of the duly  authorized  Certificates
designated  as "Class C 7.91%  Asset  Backed  Certificates"  (herein  called the
"Class C  Certificates")  which,  together with the  Certificates  designated as
"Class D 9.00%  Asset  Backed  Certificates"  (the "Class D  Certificates"  and,
together with the Class C Certificates, the "Certificates") are issued under and
are subject to the terms,  provisions and conditions of the Trust Agreement,  to
which Trust Agreement the Certificateholder of this Certificate by virtue of the
acceptance  hereof assents and by which such  Certificateholder  is bound.  Also
issued  under  the  Indenture,  dated as of July 1,  2000 (as from  time to time
amended,  supplemented or otherwise  modified and in effect,  the  "Indenture"),
between the Trust and The Chase  Manhattan  Bank, as indenture  trustee (in such
capacity,  the  "Indenture  Trustee"),  are the Notes  designated  as "Class A-1
7.008% Asset Backed  Notes",  "Class A-2 7.06% Asset Backed  Notes",  "Class A-3
7.15% Asset  Backed  Notes",  "Class A-4 7.13% Asset Backed  Notes",  "Class A-5
7.15% Asset Backed Notes",  "Floating Rate Asset Backed Variable Pay Term Notes"
issued from time to time and "Class B 7.40% Asset Backed  Notes"  (collectively,
the  "Notes").  The property of the Trust  includes (i) a pool of motor  vehicle
retail  installment sale contracts for new and used automobiles and light trucks
and certain rights and  obligations  thereunder (the  "Receivables");  (ii) with
respect to  Actuarial  Receivables,  all monies due  thereunder  on or after the
Cutoff Date and, with respect to Simple Interest Receivables,  all monies due or
received thereunder on or after the Cutoff Date; (iii) the security interests in
the Financed  Vehicles  granted by Obligors  pursuant to the Receivables and any
other  interest of the Trust in the Financed  Vehicles;  (iv) rights to proceeds
from claims on certain physical damage,  credit life, credit disability or other
insurance policies,  if any, covering Financed Vehicles or Obligors;  (v) Dealer
Recourse;  (vi) all of the Seller's rights to the Receivable  Files;  (vii) such
amounts  as from  time to time  may be held in one or more  accounts  maintained
pursuant to the Sale and Servicing Agreement,  dated as of July 1, 2000 (as from
time to time  amended,  supplemented  or otherwise  modified and in effect,  the
"Sale and  Servicing  Agreement"),  by and among the Trust,  the  Depositor,  as
seller (in such  capacity,  the  "Seller"),  and Ford Motor Credit  Company,  as
servicer (the  "Servicer"),  including the Reserve Account;  (viii) the Seller's
rights under the Sale and Servicing  Agreement;  (ix) the Seller's  rights under
the  Purchase  Agreement;   (x)  payments  and  proceeds  with  respect  to  the
Receivables  held by the  Servicer;  (xi) 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);  (xii)  rebates of
premiums  and other  amounts  relating  to  insurance  policies  and other items
financed  under the  Receivables  in effect as of the  Cutoff  Date;  (xiii) the
Issuer's  rights under the Interest Rate Swap  Agreement,  and (xiv) any and all
proceeds of the foregoing.  The rights of the Trust in the foregoing property of
the Trust have been  pledged to the  Indenture  Trustee to secure the payment of
the Notes and amounts due to the Swap Counterparty.

                  Under the Trust  Agreement,  there will be  distributed on the
fifteenth day of each month, or if such fifteenth day is not a Business Day, the
next Business Day (each, a "Distribution Date"),  commencing August 15, 2000, to
the Person in whose name this Certificate is registered at the close of business
on  the  last  day  of  the   preceding   month   (the   "Record   Date")   such
Certificateholder's percentage interest in the amount to be distributed to Class
C  Certificateholders  on  such  Distribution  Date;  provided,   however,  that
principal  will  be  distributed  to the  Class  C  Certificateholders  on  each
Distribution  Date on (to the extent of funds remaining after all classes of the
Notes  have been paid in full)  and after the date on which all  classes  of the
Notes have been paid in full. Notwithstanding the foregoing,


<PAGE>


following  the  occurrence  and during the  continuation  of an event of default
under the  Indenture  which has  resulted in an  acceleration  of the Notes,  no
distributions  of principal or interest will be made on the  Certificates  until
all principal and interest on the Notes has been paid in full.

                  The holder of this  Certificate  acknowledges  and agrees that
its  rights  to  receive  distributions  in  respect  of  this  Certificate  are
subordinated  to the  rights of the  Noteholders  and the Swap  Counterparty  as
described  in the Sale and  Servicing  Agreement,  the  Indenture  and the Trust
Agreement.

                  It is the  intent  of the  Depositor,  the  Servicer  and  the
Certificateholders  that,  for  purposes  of  federal  income,  state  and local
franchise and income tax and any other income  taxes,  the Trust will be treated
as a partnership  and the  Certificateholders  (including the Depositor) will be
treated  as  partners  in  that   partnership.   The  Depositor  and  the  other
Certificateholders by acceptance of a Certificate agree to treat, and to take no
action  inconsistent  with  the  treatment  of,  the  Certificates  for such tax
purposes as partnership interests in the Trust.

                  Each  Certificateholder,  by its  acceptance of a Certificate,
covenants and agrees that such Certificateholder will not, until after the Notes
have been paid in full, institute against the Depositor,  the General Partner or
the Trust, or join in any institution against the Depositor, the General Partner
or the Trust 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,  the  Certificates,  the Trust  Agreement  or any of the other  Basic
Documents.

                  Distributions  on this Certificate will be made as provided in
the Trust Agreement by the Owner Trustee or the Certificate Paying Agent by wire
transfer or check mailed to the  Certificateholder  of record in the Certificate
Register without the presentation or surrender of this Certificate or the making
of any notation hereon.  Except as otherwise provided in the Trust Agreement and
notwithstanding  the above,  the final  distribution on this Certificate will be
made after due notice by the Owner Trustee of the pendency of such  distribution
and only upon  presentation  and surrender of this  Certificate at the office or
agency maintained for the purpose by the Owner Trustee in New York, New York.

                  Reference  is hereby  made to the further  provisions  of this
Certificate set forth on the reverse hereof,  which further provisions shall for
all purposes have the same effect as if set forth at this place.

                  Unless the  certificate  of  authentication  hereon shall have
been  executed  by an  authorized  officer  of  the  Owner  Trustee,  by  manual
signature,  this Certificate shall not entitle the  Certificateholder  hereof to
any benefit under the Trust Agreement or the Sale and Servicing  Agreement or be
valid for any purpose.

                  This  Certificate  shall be construed in  accordance  with the
laws of the State of Delaware  and the  obligations,  rights and remedies of the
parties hereunder shall be determined in accordance with such laws.


<PAGE>



                  In WITNESS WHEREOF,  the Owner Trustee, on behalf of the Trust
and not in its  individual  capacity,  has caused this Class C Certificate to be
duly executed.

                               FORD CREDIT AUTO OWNER TRUST 2000-D

                               By:      THE BANK OF NEW YORK,
                                        not in its individual
                                        capacity but solely as Owner
                                        Trustee

                               By:
                                     Authorized Officer

                  OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This  is  one  of  the  Class  C   Certificates   referred  to  in  the
within-mentioned Trust Agreement.

Dated: July 26, 2000

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



                                By:
                                      Authorized Officer


<PAGE>



                            [REVERSE OF CERTIFICATE]


                  The  Certificates  do not  represent an  obligation  of, or an
interest  in,  the   Depositor,   the  General   Partner,   the  Servicer,   the
Administrator,  the  Owner  Trustee  or any  Affiliates  of any of  them  and no
recourse  may be had  against  such  parties or their  assets,  except as may be
expressly set forth or  contemplated  herein,  in the Trust  Agreement or in the
other Basic  Documents.  In addition,  this Certificate is not guaranteed by any
governmental  agency or  instrumentality  and is  limited in right of payment to
certain collections with respect to the Receivables (and certain other amounts),
all as  more  specifically  set  forth  herein  and in the  Sale  and  Servicing
Agreement.

                  The Trust Agreement  permits,  with certain exceptions therein
provided,  the  amendment  thereof  and  the  modification  of  the  rights  and
obligations of the Depositor and the rights of the Certificateholders  under the
Trust  Agreement  at any time by the  Depositor  and the Owner  Trustee with the
consent of the Noteholders and the Certificateholders evidencing not less than a
majority of the  principal  amount of the Notes  Outstanding  and the  Aggregate
Certificate Balance, respectively, and the consent of the Swap Counterparty. Any
such consent by the  Certificateholder  of this Certificate  shall be conclusive
and binding on such  Certificateholder  and on all future  Certificateholders of
this Certificate and of any Certificate issued upon the registration of Transfer
hereof or in exchange  herefor or in lieu hereof whether or not notation of such
consent is made upon this  Certificate.  The Trust  Agreement  also  permits the
amendment thereof, in certain limited circumstances,  without the consent of any
of the Noteholders or the Certificateholders.

                  As  provided  in the Trust  Agreement  and  subject to certain
limitations  therein set forth, the Transfer of the Certificates are registrable
in the Certificate  Register upon surrender of this Certificate for registration
of Transfer at the offices or agencies maintained by The Bank of New York in its
capacity as Certificate Registrar, or by any successor Certificate Registrar, in
New York,  New York,  accompanied  by a written  instrument  of transfer in form
satisfactory to the Owner Trustee and the Certificate Registrar duly executed by
the holder hereof or such  holder's  attorney  duly  authorized in writing,  and
thereupon one or more new  Certificates of authorized  denominations  evidencing
the same  aggregate  interest  in the Trust  will be  issued  to the  designated
transferee.

                  The  Certificates  are  issuable  as  registered  Certificates
without coupons in denominations  of at least $20,000 and in integral  multiples
of $1,000 in excess thereof.  Certificates are exchangeable for new Certificates
of like  Class  and  authorized  denominations  evidencing  the  same  aggregate
denomination,  as requested by the  Certificateholder  surrendering the same. No
service charge will be made for any such  registration  of Transfer or exchange,
but the Owner Trustee or the Certificate  Registrar may require payment of a sum
sufficient  to  cover  any tax or  governmental  charge  payable  in  connection
therewith.

                  The Owner Trustee, the Certificate  Registrar and any agent of
the Owner  Trustee or the  Certificate  Registrar  may treat the Person in whose
name this  Certificate  is registered as the owner hereof for all purposes,  and
none of the Owner Trustee, the Certificate  Registrar or any such agent shall be
affected by any notice to the contrary.

                  The Class C  Certificates  may be  acquired  only by an entity
that is either:  (a) not, and each  account (if any) for which it is  purchasing
the Class C  Certificates  is not (i) an  employee  benefit  plan (as defined in
Section 3(3) of the Employee  Retirement Income Security Act of 1974, as amended
("ERISA")) that is subject to Title I of ERISA, (ii) a plan described in Section
4975(e)(1) of the Internal Revenue Code of 1986, as amended (the "Code") that is
subject to Section 4975 of the Code,  (iii) a  governmental  plan, as defined in
Section 3(32) of ERISA, subject to any federal,  State or local law which is, to
a material extent,  similar to the provisions of Section 406 of ERISA or Section
4975 of the Code, (iv) an entity whose underlying  assets include plan assets by
reason of a plan's investment in the entity (within the meaning of Department of
Labor  Regulation 29 C.F.R.  ss.  2510.3-101 or otherwise  under ERISA) or (v) a
person investing "plan assets" of any such plan (including  without  limitation,
for  purposes of this clause (v), an  insurance  company  general  account,  but
excluding any entity  registered  under the  Investment  Company Act of 1940, as
amended);  or (b) an insurance company acting on behalf of a general account and
(i) on the date of purchase  less than 25% (or such lesser  percentage as may be
determined  by  the  Depositor)  of the  assets  of  such  general  account  (as
reasonably determined by it) constitute "plan assets" for purposes of Title I of
ERISA and Section 4975 of the Code,  (ii) the purchase and holding of such Class
C Certificates are eligible for exemptive relief under Sections (I) and (III) of
Prohibited  Transaction  Class Exemption  95-60,  and (iii) the purchaser agrees
that if, after the purchaser's  initial acquisition of the Class C Certificates,
at any time during any calendar quarter 25% (or such lesser percentage as may be
determined by the  Depositor) or more of the assets of such general  account (as
reasonably  determined  by it no less  frequently  than each  calendar  quarter)
constitute "plan assets" for purposes of Title I of ERISA or Section 4975 of the
Code and no exemption or exception from the prohibited transaction rules applies
to the continued  holding of the Class C  Certificates  under Section  401(c) of
ERISA and the final  regulations  thereunder or under an exemption or regulation
issued by the United States  Department of Labor under ERISA, it will dispose of
all Class C Certificates then held in its general account by the end of the next
following calendar quarter.
<PAGE>

                  In  addition,  the  Certificates  may not be acquired by or on
behalf of a Person  other than (A) a citizen or resident  of the United  States,
(B) a corporation  or  partnership  organized in or under the laws of the United
States or any political  subdivision  thereof, (C) an estate the income of which
is includible in gross income for United States tax purposes,  regardless of its
source, (D) a trust if a U.S. court is able to exercise primary supervision over
the  administration of such trust and one or more Persons meeting the conditions
of this paragraph has the authority to control all substantial  decisions of the
trust or (E) a Person not  described  in clauses  (A)  through  (D) above  whose
ownership  of the  Certificates  is  effectively  connected  with such  Person's
conduct of a trade or business  within the United States  (within the meaning of
the Code) and who provides the Owner Trustee and the Depositor  with an IRS Form
4224 (and such other certifications,  representations, or opinions of counsel as
may be requested by the Owner Trustee or the Depositor).

                  The  obligations  and  responsibilities  created  by the Trust
Agreement and the Trust created thereby shall terminate (i) upon the maturity or
other  liquidation of the last remaining  Receivable and the  disposition of any
amounts  received upon such maturity or  liquidation or (ii) upon the payment to
the Noteholders, the Swap Counterparty and the Certificateholders of all amounts
required to be paid to them pursuant to the Indenture,  the Trust Agreement, the
Interest Rate Swap Agreement and the Sale and Servicing Agreement, and upon such
termination  any  remaining  assets of the  Trust  shall be  distributed  to the
Depositor. The Servicer of the Receivables may at its option purchase the assets
of the Trust at a price specified in the Sale and Servicing Agreement,  and such
purchase of the  Receivables  and other  property of the Trust will effect early
retirement of the Notes and the Certificates; however, such right of purchase is
exercisable  only as of the last day of any  Collection  Period  as of which the
Pool Balance is less than or equal to 10% of the Initial Pool Balance.


<PAGE>


                                   ASSIGNMENT

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



PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


(Please print or type name and address, including postal zip code, of assignee)



the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing


 Attorney  to  transfer  said  Certificate  on  the  books  of  the  Certificate
Registrar, with full power of substitution in the premises.

Dated:


                                                 */
                              Signature Guaranteed:

                                                */



*/ NOTICE:  The signature to this assignment must correspond with the name as it
appears upon the face of the within  Certificate  in every  particular,  without
alteration,   enlargement  or  any  change  whatever.  Such  signature  must  be
guaranteed by a member firm of the New York Stock Exchange or a commercial  bank
or trust company.


<PAGE>


                                                                      EXHIBIT B

                           FORM OF CLASS D CERTIFICATE

NUMBER                                                                $[_____]
R-[ ]                                                        Private Placement


THIS  CERTIFICATE  HAS NOT BEEN AND WILL NOT BE REGISTERED  UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR
BLUE SKY LAW OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING
THIS  CERTIFICATE,  AGREES FOR THE BENEFIT OF THE TRUST AND THE  DEPOSITOR  THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE  WITH THE SECURITIES ACT AND OTHER  APPLICABLE  LAWS, AND ONLY (1)
PURSUANT TO RULE 144A UNDER THE  SECURITIES  ACT ("RULE  144A") TO A PERSON THAT
THE HOLDER REASONABLY  BELIEVES IS A QUALIFIED  INSTITUTIONAL  BUYER, WITHIN THE
MEANING  OF RULE  144A (A  "QIB"),  PURCHASING  FOR ITS OWN  ACCOUNT  OR FOR THE
ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED,  IN EACH CASE, THAT THE REOFFER,
RESALE,  PLEDGE,  OR OTHER  TRANSFER  IS BEING  MADE IN  RELIANCE  ON RULE 144A,
SUBJECT  TO (A) THE  RECEIPT  BY THE TRUST AND THE  CERTIFICATE  REGISTRAR  OF A
CERTIFICATE  SUBSTANTIALLY  IN THE  FORM  ATTACHED  AS  EXHIBIT  E TO THE  TRUST
AGREEMENT  AND (B) THE RECEIPT BY THE TRUST AND THE  CERTIFICATE  REGISTRAR OF A
LETTER  SUBSTANTIALLY  IN THE FORM ATTACHED AS EXHIBIT C TO THE TRUST AGREEMENT,
(2) PURSUANT TO AN EXEMPTION  FROM  REGISTRATION  PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE),  SUBJECT TO THE RECEIPT BY THE TRUST, THE INITIAL
PURCHASER AND THE CERTIFICATE REGISTRAR OF SUCH EVIDENCE ACCEPTABLE TO THE TRUST
AND THE INITIAL  PURCHASER THAT SUCH REOFFER,  RESALE,  PLEDGE OR TRANSFER IS IN
COMPLIANCE WITH THE TRUST AGREEMENT AND THE SECURITIES ACT AND OTHER  APPLICABLE
LAWS, (3) TO AN INSTITUTIONAL  "ACCREDITED  INVESTOR" WITHIN THE MEANING THEREOF
IN RULE  501(a)(1),  (2), (3) OR (7) OF  REGULATION D UNDER THE  SECURITIES  ACT
PURSUANT  TO ANY  OTHER  EXEMPTION  FROM THE  REGISTRATION  REQUIREMENTS  OF THE
SECURITIES  ACT,  SUBJECT TO (A) THE  RECEIPT  BY THE TRUST AND THE  CERTIFICATE
REGISTRAR  OF A LETTER  SUBSTANTIALLY  IN THE FORM  ATTACHED AS EXHIBIT D TO THE
TRUST AGREEMENT OR (B) THE RECEIPT BY THE TRUST,  THE INITIAL  PURCHASER AND THE
CERTIFICATE  REGISTRAR OF SUCH OTHER  EVIDENCE  ACCEPTABLE  TO THE TRUST AND THE
INITIAL PURCHASER THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE
WITH THE TRUST  AGREEMENT AND THE SECURITIES ACT AND OTHER  APPLICABLE  LAWS, OR
(4) TO THE DEPOSITOR,  IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES
LAWS OF THE UNITED STATES AND  SECURITIES AND BLUE SKY LAWS OF THE STATES OF THE
UNITED STATES.

THE PRINCIPAL OF THIS  CERTIFICATE  IS  DISTRIBUTABLE  AS SET FORTH IN THE TRUST
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                       FORD CREDIT AUTO OWNER TRUST 2000-D

                     CLASS D 9.00% ASSET BACKED CERTIFICATE

evidencing a beneficial interest in the property of the Trust, as defined below,
which  property  includes  a pool  of  motor  vehicle  retail  installment  sale
contracts, secured by security interests in the motor vehicles financed thereby,
conveyed to Ford Credit Auto  Receivables  Two L.P. by Ford Motor Credit Company
and conveyed by Ford Credit Auto Receivables Two L.P. to the Trust. The property
of the Trust has been pledged to the Indenture Trustee pursuant to the Indenture
to secure the payment of the Notes  issued  thereunder  and the  payments to the
Swap Counterparty under the Interest Rate Swap Agreement.

(This  Certificate does not represent an interest in or obligation of Ford Motor
Credit Company, Ford Credit Auto Receivables Two L.P. or any of their respective
Affiliates, except to the extent described below.)

                  THIS  CERTIFIES  THAT  __________is  the  registered  owner of
_____________ DOLLARS nonassessable,  fully-paid, beneficial interest in Class D
Certificates of Ford Credit Auto Owner Trust 2000-D (the "Trust") formed by Ford
Credit  Auto  Receivables  Two  L.P.,  a  Delaware   limited   partnership  (the
"Depositor").  The Class D Certificates  have an aggregate  Initial  Certificate
Balance  of  $41,557,000  and bear  interest  at a rate of 9.00% per annum  (the
"Class D Rate").

                  The Trust was  created  pursuant  to an Amended  and  Restated
Trust  Agreement,  dated  as of July 1,  2000  (as  from  time to time  amended,
supplemented or otherwise modified and in effect, the "Trust Agreement"),  among
the Depositor,  The Bank of New York (Delaware),  not in its individual capacity
but solely as Delaware  trustee  (the  "Delaware  Trustee")  and The Bank of New
York,  not in its  individual  capacity but solely as owner  trustee (the "Owner
Trustee"),  a summary  of certain of the  pertinent  provisions  of which is set
forth below. To the extent not otherwise  defined herein,  the capitalized terms
used herein have the meanings assigned to them in the Trust Agreement.

                  This  Certificate is one of the duly  authorized  Certificates
designated  as "Class D 9.00%  Asset  Backed  Certificates"  (herein  called the
"Class D  Certificates")  which,  together with the  Certificates  designated as
"Class C 7.91%  Asset  Backed  Certificates"  (the "Class C  Certificates"  and,
together with the Class D Certificates, the "Certificates") are issued under and
are subject to the terms,  provisions and conditions of the Trust Agreement,  to
which Trust Agreement the Certificateholder of this Certificate by virtue of the
acceptance  hereof assents and by which such  Certificateholder  is bound.  Also
issued  under  the  Indenture,  dated as of July 1,  2000 (as from  time to time
amended,  supplemented or otherwise  modified and in effect,  the  "Indenture"),
between the Trust and The Chase  Manhattan  Bank, as indenture  trustee (in such
capacity,  the  "Indenture  Trustee"),  are the Notes  designated  as "Class A-1
7.008% Asset Backed  Notes",  "Class A-2 7.06% Asset Backed  Notes",  "Class A-3
7.15% Asset  Backed  Notes",  "Class A-4 7.13% Asset Backed  Notes",  "Class A-5
7.15% Asset Backed Notes", "Floating Rate Asset Backed Variable Pay Terms Notes"
issued from time to time and "Class B 7.40% Asset Backed  Notes"  (collectively,
the  "Notes").  The property of the Trust  includes (i) a pool of motor  vehicle
retail  installment sale contracts for new and used automobiles and light trucks
and certain rights and obligations  thereunder (the  "Receivables")  ; (ii) with
respect to  Actuarial  Receivables,  all monies due  thereunder  on or after the
Cutoff Date and, with respect to Simple Interest Receivables,  all monies due or
received thereunder on or after the Cutoff Date; (iii) the security interests in
the Financed  Vehicles  granted by Obligors  pursuant to the Receivables and any
other  interest of the Trust in the Financed  Vehicles;  (iv) rights to proceeds
from claims on certain physical damage,  credit life, credit disability or other
insurance policies,  if any, covering Financed Vehicles or Obligors;  (v) Dealer
Recourse;  (vi) all of the Seller's rights to the Receivable  Files;  (vii) such
amounts  as from  time to time  may be held in one or more  accounts  maintained
pursuant to the Sale and Servicing Agreement,  dated as of July 1, 2000 (as from
time to time  amended,  supplemented  or otherwise  modified and in effect,  the
"Sale and  Servicing  Agreement"),  by and among the Trust,  the  Depositor,  as
seller (in such  capacity,  the  "Seller"),  and Ford Motor Credit  Company,  as
servicer (the  "Servicer"),  including the Reserve Account;  (viii) the Seller's
rights under the Sale and Servicing  Agreement;  (ix) the Seller's  rights under
the  Purchase  Agreement;   (x)  payments  and  proceeds  with  respect  to  the
Receivables  held by the  Servicer;  (xi) 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);  (xii)  rebates of
premiums  and other  amounts  relating  to  insurance  policies  and other items
financed  under the  Receivables  in effect as of the  Cutoff  Date;  (xiii) the
Issuer's  rights under the Interest Rate Swap  Agreement,  and (xiv) any and all
proceeds of the foregoing.  The rights of the Trust in the foregoing property of
the Trust have been  pledged to the  Indenture  Trustee to secure the payment of
the Notes and amounts due to the Swap Counterparty.

                  Under the Trust  Agreement,  there will be  distributed on the
fifteenth day of each month, or if such fifteenth day is not a Business Day, the
next Business Day (each, a "Distribution Date"),  commencing August 15, 2000, to
the Person in whose name this Certificate is registered at the close of business
on  the  last  day  of  the   preceding   month   (the   "Record   Date")   such
Certificateholder's percentage interest in the amount to be distributed to Class
D  Certificateholders  on  such  Distribution  Date;  provided,   however,  that
principal  will  be  distributed  to the  Class  D  Certificateholders  on  each
Distribution  Date on (to the extent of funds remaining after all classes of the
Notes and the Class C Certificates have been paid in full) and after the date on
which all  classes of the Notes and the Class C  Certificates  have been paid in
full. Notwithstanding the


<PAGE>


foregoing,  following the occurrence and during the  continuation of an event of
default under the Indenture  which has resulted in an acceleration of the Notes,
no distributions of principal or interest will be made on the Certificates until
all principal and interest on the Notes has been paid in full.

                  The holder of this  Certificate  acknowledges  and agrees that
its  rights  to  receive  distributions  in  respect  of  this  Certificate  are
subordinated to the rights of the  Noteholders,  the Swap  Counterparty  and the
Class C Certificateholders as described in the Sale and Servicing Agreement, the
Indenture and the Trust Agreement.

                  It is the  intent  of the  Depositor,  the  Servicer  and  the
Certificateholders  that,  for  purposes  of  federal  income,  state  and local
franchise and income tax and any other income  taxes,  the Trust will be treated
as a partnership  and the  Certificateholders  (including the Depositor) will be
treated  as  partners  in  that   partnership.   The  Depositor  and  the  other
Certificateholders by acceptance of a Certificate agree to treat, and to take no
action  inconsistent  with  the  treatment  of,  the  Certificates  for such tax
purposes as partnership interests in the Trust.

                  Each  Certificateholder,  by its  acceptance of a Certificate,
covenants and agrees that such Certificateholder will not, until after the Notes
have been paid in full, institute against the Depositor,  the General Partner or
the Trust, or join in any institution against the Depositor, the General Partner
or the Trust 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,  the  Certificates,  the Trust  Agreement  or any of the other  Basic
Documents.

                  Distributions  on this Certificate will be made as provided in
the Trust Agreement by the Owner Trustee or the Certificate Paying Agent by wire
transfer or check mailed to the  Certificateholder  of record in the Certificate
Register without the presentation or surrender of this Certificate or the making
of any notation hereon.  Except as otherwise provided in the Trust Agreement and
notwithstanding  the above,  the final  distribution on this Certificate will be
made after due notice by the Owner Trustee of the pendency of such  distribution
and only upon  presentation  and surrender of this  Certificate at the office or
agency maintained for the purpose by the Owner Trustee in New York, New York.

                  Reference  is hereby  made to the further  provisions  of this
Certificate set forth on the reverse hereof,  which further provisions shall for
all purposes have the same effect as if set forth at this place.

                  Unless the  certificate  of  authentication  hereon shall have
been  executed  by an  authorized  officer  of  the  Owner  Trustee,  by  manual
signature,  this Certificate shall not entitle the  Certificateholder  hereof to
any benefit under the Trust Agreement or the Sale and Servicing  Agreement or be
valid for any purpose.

                  This  Certificate  shall be construed in  accordance  with the
laws of the State of Delaware  and the  obligations,  rights and remedies of the
parties hereunder shall be determined in accordance with such laws.


<PAGE>



                  In WITNESS WHEREOF,  the Owner Trustee, on behalf of the Trust
and not in its  individual  capacity,  has caused this Class D Certificate to be
duly executed.

                                            FORD CREDIT AUTO OWNER
                                              TRUST 2000-D

                                            By: THE BANK OF NEW YORK,
                                                not in its individual
                                                capacity but solely
                                                as Owner Trustee

                                            By:
                                               Authorized Officer

                  OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This  is  one  of  the  Class  D   Certificates   referred  to  in  the
within-mentioned Trust Agreement.

Dated: July 26, 2000

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

                                            By:
                                                Authorized Officer


<PAGE>



                            [REVERSE OF CERTIFICATE]


                  The  Certificates  do not  represent an  obligation  of, or an
interest  in,  the   Depositor,   the  General   Partner,   the  Servicer,   the
Administrator,  the  Owner  Trustee  or any  Affiliates  of any of  them  and no
recourse  may be had  against  such  parties or their  assets,  except as may be
expressly set forth or  contemplated  herein,  in the Trust  Agreement or in the
other Basic  Documents.  In addition,  this Certificate is not guaranteed by any
governmental  agency or  instrumentality  and is  limited in right of payment to
certain collections with respect to the Receivables (and certain other amounts),
all as  more  specifically  set  forth  herein  and in the  Sale  and  Servicing
Agreement.

                  The Trust Agreement  permits,  with certain exceptions therein
provided,  the  amendment  thereof  and  the  modification  of  the  rights  and
obligations of the Depositor and the rights of the Certificateholders  under the
Trust  Agreement  at any time by the  Depositor  and the Owner  Trustee with the
consent of the Noteholders and the Certificateholders evidencing not less than a
majority of the  principal  amount of the Notes  Outstanding  and the  Aggregate
Certificate Balance, respectively, and the consent of the Swap Counterparty. Any
such consent by the  Certificateholder  of this Certificate  shall be conclusive
and binding on such  Certificateholder  and on all future  Certificateholders of
this Certificate and of any Certificate issued upon the registration of Transfer
hereof or in exchange  herefor or in lieu hereof whether or not notation of such
consent is made upon this  Certificate.  The Trust  Agreement  also  permits the
amendment thereof, in certain limited circumstances,  without the consent of any
of the Noteholders or the Certificateholders.

                  As  provided  in the Trust  Agreement  and  subject to certain
limitations  therein set forth, the Transfer of the Certificates are registrable
in the Certificate  Register upon surrender of this Certificate for registration
of Transfer at the offices or agencies maintained by The Bank of New York in its
capacity as Certificate Registrar, or by any successor Certificate Registrar, in
New York,  New York,  accompanied  by a written  instrument  of transfer in form
satisfactory to the Owner Trustee and the Certificate Registrar duly executed by
the holder hereof or such  holder's  attorney  duly  authorized in writing,  and
thereupon one or more new  Certificates of authorized  denominations  evidencing
the same  aggregate  interest  in the Trust  will be  issued  to the  designated
transferee.

                  The  Certificates  are  issuable  as  registered  Certificates
without coupons in denominations  of at least $20,000 and in integral  multiples
of $1,000 in excess thereof.  Certificates are exchangeable for new Certificates
of like  Class  and  authorized  denominations  evidencing  the  same  aggregate
denomination,  as requested by the  Certificateholder  surrendering the same. No
service charge will be made for any such  registration  of Transfer or exchange,
but the Owner Trustee or the Certificate  Registrar may require payment of a sum
sufficient  to  cover  any tax or  governmental  charge  payable  in  connection
therewith.

                  The Owner Trustee, the Certificate  Registrar and any agent of
the Owner  Trustee or the  Certificate  Registrar  may treat the Person in whose
name this  Certificate  is registered as the owner hereof for all purposes,  and
none of the Owner Trustee, the Certificate  Registrar or any such agent shall be
affected by any notice to the contrary.

                  The Class D  Certificates  may be  acquired  only by an entity
that is either:  (a) not, and each  account (if any) for which it is  purchasing
the Class D  Certificates  is not (i) an  employee  benefit  plan (as defined in
Section 3(3) of the Employee  Retirement Income Security Act of 1974, as amended
("ERISA")) that is subject to Title I of ERISA, (ii) a plan described in Section
4975(e)(1) of the Internal Revenue Code of 1986, as amended (the "Code") that is
subject to Section 4975 of the Code,  (iii) a  governmental  plan, as defined in
Section 3(32) of ERISA, subject to any federal,  State or local law which is, to
a material extent,  similar to the provisions of Section 406 of ERISA or Section
4975 of the Code, (iv) an entity whose underlying  assets include plan assets by
reason of a plan's investment in the entity (within the meaning of Department of
Labor  Regulation 29 C.F.R.  ss.  2510.3-101 or otherwise  under ERISA) or (v) a
person investing "plan assets" of any such plan (including  without  limitation,
for  purposes of this clause (v), an  insurance  company  general  account,  but
excluding any entity  registered  under the  Investment  Company Act of 1940, as
amended);  or (b) an insurance company acting on behalf of a general account and
(i) on the date of purchase  less than 25% (or such lesser  percentage as may be
determined  by  the  Depositor)  of the  assets  of  such  general  account  (as
reasonably determined by it) constitute "plan assets" for purposes of Title I of
ERISA and Section 4975 of the Code,  (ii) the purchase and holding of such Class
D Certificates are eligible for exemptive relief under Sections (I) and (III) of
Prohibited  Transaction  Class Exemption  95-60,  and (iii) the purchaser agrees
that if, after the purchaser's  initial acquisition of the Class D Certificates,
at any time during any calendar quarter 25% (or such lesser percentage as may be
determined by the  Depositor) or more of the assets of such general  account (as
reasonably  determined  by it no less  frequently  than each  calendar  quarter)
constitute "plan assets" for purposes of Title I of ERISA or Section 4975 of the
Code and no exemption or exception from the prohibited transaction rules applies
to the continued  holding of the Class D  Certificates  under Section  401(c) of
ERISA and the final  regulations  thereunder or under an exemption or regulation
issued by the United States  Department of Labor under ERISA, it will dispose of
all Class D Certificates then held in its general account by the end of the next
following calendar quarter.

                  In  addition,  the  Certificates  may not be acquired by or on
behalf of a Person  other than (A) a citizen or resident  of the United  States,
(B) a corporation  or  partnership  organized in or under the laws of the United
States or any political  subdivision  thereof, (C) an estate the income of which
is includible in gross income for United States tax purposes,  regardless of its
source, (D) a trust if a U.S. court is able to exercise primary supervision over
the  administration of such trust and one or more Persons meeting the conditions
of this paragraph has the authority to control all substantial  decisions of the
trust or (E) a Person not  described  in clauses  (A)  through  (D) above  whose
ownership  of the  Certificates  is  effectively  connected  with such  Person's
conduct of a trade or business  within the United States  (within the meaning of
the Code) and who provides the Owner Trustee and the Depositor  with an IRS Form
4224 (and such other certifications,  representations, or opinions of counsel as
may be requested by the Owner Trustee or the Depositor).

                  The  obligations  and  responsibilities  created  by the Trust
Agreement and the Trust created thereby shall terminate (i) upon the maturity or
other  liquidation of the last remaining  Receivable and the  disposition of any
amounts  received upon such maturity or  liquidation or (ii) upon the payment to
the Noteholders, the Swap Counterparty and the Certificateholders of all amounts
required to be paid to them pursuant to the Indenture,  the Trust Agreement, the
Interest Rate Swap Agreement and the Sale and Servicing Agreement, and upon such
termination  any  remaining  assets of the  Trust  shall be  distributed  to the
Depositor. The Servicer of the Receivables may at its option purchase the assets
of the Trust at a price specified in the Sale and Servicing Agreement,  and such
purchase of the  Receivables  and other  property of the Trust will effect early
retirement of the Notes and the Certificates; however, such right of purchase is
exercisable  only as of the last day of any  Collection  Period  as of which the
Pool Balance is less than or equal to 10% of the Initial Pool Balance.


<PAGE>


                                   ASSIGNMENT

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



PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


(Please print or type name and address, including postal zip code, of assignee)



the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing


 Attorney  to  transfer  said  Certificate  on  the  books  of  the  Certificate
Registrar, with full power of substitution in the premises.

Dated:





                                                 */
                              Signature Guaranteed:

                                                 */

*/ NOTICE:  The signature to this assignment must correspond with the name as it
appears upon the face of the within  Certificate  in every  particular,  without
alteration,   enlargement  or  any  change  whatever.  Such  signature  must  be
guaranteed by a member firm of the New York Stock Exchange or a commercial  bank
or trust company.
<PAGE>

                                                                    EXHIBIT C

                            FORM OF INVESTMENT LETTER
                          QUALIFIED INSTITUTIONAL BUYER


                                                         [Date]

Ford Credit Auto Owner Trust 2000-D
  as Issuer

The Bank of New York
  as Owner Trustee and
  Certificate Registrar

101 Barclay Street
New York, New York 10286

                  Re:      Ford Credit Auto Owner Trust 2000-D
                           [Class C 7.91% Asset Backed Certificates]
                           [Class D 9.00% Asset Backed Certificates]

Ladies and Gentlemen:

         In  connection  with our proposed  purchase of the [Class C 7.91% Asset
Backed   Certificates]   [Class  D  9.00%  Asset   Backed   Certificates]   (the
"Certificates")  of Ford Credit Auto Owner Trust 2000-D (the "Issuer"),  a trust
formed by Ford Credit Auto  Receivables Two L.P. (the  "Depositor"),  we confirm
that:

         1. The undersigned agrees to be bound by, and not to resell,  transfer,
assign, participate, pledge or otherwise dispose of (any such act, a "Transfer")
the Certificates  except in compliance with, the restrictions and conditions set
forth in the legend on the face of the Certificates and under the Securities Act
of 1933, as amended (the "Securities Act").


<PAGE>


         2. We understand  that no subsequent  Transfer of the  Certificates  is
permitted unless we cause our proposed  transferee to provide to the Issuer, the
Certificate  Registrar and the Initial  Purchaser a letter  substantially in the
form of this letter or Exhibit D to the Trust Agreement, as applicable,  or such
other written statement as the Depositor shall prescribe.

         3. We are a "qualified institutional buyer" (within the meaning of Rule
144A under the Securities  Act) (a "QIB") and we are acquiring the  Certificates
for our own  account  or for a single  account  (which  is a QIB) as to which we
exercise sole investment discretion.

         4.       We are either:

                  (a) not, and each account (if any) for which we are purchasing
                  the  Certificates  is not (i) an  employee  benefit  plan  (as
                  defined  in Section  3(3) of the  Employee  Retirement  Income
                  Security Act of 1974, as amended ("ERISA")) that is subject to
                  Title I of ERISA, (ii) a plan described in Section  4975(e)(1)
                  of the Internal  Revenue Code of 1986, as amended (the "Code")
                  that  is  subject  to  Section  4975  of  the  Code,  (iii)  a
                  governmental  plan,  as  defined  in  Section  3(32) of ERISA,
                  subject  to any  federal,  state or local  law  which is, to a
                  material  extent,  similar to the provisions of Section 406 of
                  ERISA  or  Section  4975 of the  Code,  (iv) an  entity  whose
                  underlying  assets  include  plan assets by reason of a plan's
                  investment in the entity  (within the meaning of Department of
                  Labor  Regulation  29 C.F.R.  Section  2510.3-101 or otherwise
                  under ERISA) or (v) a person  investing  "plan  assets" of any
                  such plan (including without limitation,  for purposes of this
                  clause  (v),  an  insurance   company  general  account,   but
                  excluding an entity  registered  under the Investment  Company
                  Act of 1940, as amended), or


<PAGE>



                  (b) an insurance company acting on behalf of a general account
                  and (i) on the date hereof less than 25% of the assets of such
                  general  account (as  reasonably  determined by us) constitute
                  "plan  assets"  for  purposes  of Title I of ERISA and Section
                  4975 of the  Code,  (ii)  the  purchase  and  holding  of such
                  Certificates  are eligible for exemptive relief under Sections
                  (I) and (III) of Prohibited Transaction Class Exemption 95-60,
                  and  (iii)  the   undersigned   agrees  that  if,   after  the
                  undersigned's initial acquisition of the Certificates,  at any
                  time during any calendar  quarter 25% or more of the assets of
                  such general  account (as reasonably  determined by us no less
                  frequently  than  each  calendar  quarter)   constitute  "plan
                  assets" for  purposes  of Title I of ERISA or Section  4975 of
                  the Code and no  exemption or  exception  from the  prohibited
                  transaction  rules  applies  to the  continued  holding of the
                  Certificates  under  Section  401(c)  of ERISA  and the  final
                  regulations  thereunder  or under an exemption  or  regulation
                  issued  by  the  DOL  under  ERISA,  we  will  dispose  of all
                  Certificates  then held in our  general  account by the end of
                  the next following calendar quarter.

         5. We are a person  who is (i) a  citizen  or  resident  of the  United
States, (ii) a corporation or partnership  organized in or under the laws of the
United States or any political  subdivision thereof,  (iii) an estate the income
of  which  is  includible  in gross  income  for  United  States  tax  purposes,
regardless  of its  source,  (iv) a trust if a U.S.  court  is able to  exercise
primary  supervision  over  the  administration  of such  trust  and one or more
persons  described  in  clauses  (i) to (iii)  above or clause (v) below has the
authority to control all substantial  decisions of the trust or (v) a person not
described in clauses (i) to (iv) above whose  ownership of the  Certificates  is
effectively  connected with such person's  conduct of a trade or business within
the United  States  (within the meaning of the Code) and who provides the Issuer
and  the   Depositor   with  a  Form  4224  (and  such   other   certifications,
representations, or opinions of counsel as may be requested by the Issuer or the
Depositor).

         6. We understand that any purported Transfer of any Certificate (or any
interest therein) in contravention of the restrictions and conditions above will
be null and void (each, a "Void  Transfer"),  and the purported  transferee in a
Void  Transfer  will not be  recognized  by the Issuer or any other  person as a
Certificateholder for any purpose.

         You  are  entitled  to  rely  upon  this  letter  and  are  irrevocably
authorized  to produce this letter or a copy hereof to any  interested  party in
any  administrative or legal proceedings or official inquiry with respect to the
matters covered hereby.

                                            Very truly yours,



                                            By:
                                               Name:
                                               Title:

Securities To Be Purchased:
$                           principal amount of Certificates


<PAGE>


                                                                      EXHIBIT D

                            FORM OF INVESTMENT LETTER
                        INSTITUTIONAL ACCREDITED INVESTOR


                                                             [Date]

Ford Credit Auto Owner Trust 2000-D
  as Issuer

The Bank of New York
  as Owner Trustee and
  Certificate Registrar

101 Barclay Street
New York, New York 10286

                  Re:      Ford Credit Auto Owner Trust 2000-D
                           [Class C 7.91% Asset Backed Certificates]
                           [Class D 9.00% Asset Backed Certificates]

Ladies and Gentlemen:

         In  connection  with our proposed  purchase of the [Class C 7.91% Asset
Backed   Certificates]   [Class  D  9.00%  Asset   Backed   Certificates]   (the
"Certificates")  of Ford Credit Auto Owner Trust 2000-D (the "Issuer") , a trust
formed by Ford Credit Auto  Receivables Two L.P. (the  "Depositor"),  we confirm
that:

                  1. The  undersigned  agrees to be bound by, and not to resell,
         transfer, assign, participate, pledge or otherwise dispose of (any such
         act, a "Transfer")  the  Certificates  except in compliance  with,  the
         restrictions  and conditions set forth in the legend on the face of the
         Class D  Certificates  and under the Securities Act of 1933, as amended
         (the "Securities Act").


<PAGE>


                  2.  We  understand   that  no   subsequent   Transfer  of  the
         Certificates  is permitted  unless we cause our proposed  transferee to
         provide  to the  Issuer,  the  Certificate  Registrar  and the  Initial
         Purchaser a letter  substantially in the form of this letter or Exhibit
         D to  the  Trust  Agreement,  as  applicable,  or  such  other  written
         statement as the Depositor shall prescribe.

                  3.  We  are a  "qualified  institutional  buyer"  (within  the
         meaning  of Rule 144A  under the  Securities  Act) (a "QIB") and we are
         acquiring the  Certificates for our own account or for a single account
         (which is a QIB) as to which we exercise sole investment discretion.

                  4. We are either:

                  (a) not, and each account (if any) for which we are purchasing
                  the  Certificates  is not (i) an  employee  benefit  plan  (as
                  defined  in Section  3(3) of the  Employee  Retirement  Income
                  Security Act of 1974, as amended ("ERISA")) that is subject to
                  Title I of ERISA, (ii) a plan described in Section  4975(e)(1)
                  of the Internal  Revenue Code of 1986, as amended (the "Code")
                  that  is  subject  to  Section  4975  of  the  Code,  (iii)  a
                  governmental  plan,  as  defined  in  Section  3(32) of ERISA,
                  subject  to any  federal,  state or local  law  which is, to a
                  material  extent,  similar to the provisions of Section 406 of
                  ERISA  or  Section  4975 of the  Code,  (iv) an  entity  whose
                  underlying  assets  include  plan assets by reason of a plan's
                  investment in the entity  (within the meaning of Department of
                  Labor  Regulation  29 C.F.R.  Section  2510.3-101 or otherwise
                  under ERISA) or (v) a person  investing  "plan  assets" of any
                  such plan (including without limitation,  for purposes of this
                  clause  (v),  an  insurance   company  general  account,   but
                  excluding an entity  registered  under the Investment  Company
                  Act of 1940, as amended), or

                  (b) an insurance company acting on behalf of a general account
                  and (i) on the date hereof less than 25% of the assets of such
                  general  account (as  reasonably  determined by us) constitute
                  "plan  assets"  for  purposes  of Title I of ERISA and Section
                  4975 of the  Code,  (ii)  the  purchase  and  holding  of such
                  Certificates  are eligible for exemptive relief under Sections
                  (I) and (III) of Prohibited Transaction Class Exemption 95-60,
                  and  (iii)  the   undersigned   agrees  that  if,   after  the
                  undersigned's initial acquisition of the Certificates,  at any
                  time during any calendar  quarter 25% or more of the assets of
                  such general  account (as reasonably  determined by us no less
                  frequently  than  each  calendar  quarter)   constitute  "plan
                  assets" for  purposes  of Title I of ERISA or Section  4975 of
                  the Code and no  exemption or  exception  from the  prohibited
                  transaction  rules  applies  to the  continued  holding of the
                  Certificates  under  Section  401(c)  of ERISA  and the  final
                  regulations  thereunder  or under an exemption  or  regulation
                  issued  by  the  DOL  under  ERISA,  we  will  dispose  of all
                  Certificates  then held in our  general  account by the end of
                  the next following calendar quarter.

                  5. We are a person  who is (i) a citizen  or  resident  of the
         United States, (ii) a corporation or partnership  organized in or under
         the laws of the United  States or any  political  subdivision  thereof,
         (iii) an estate the income of which is  includible  in gross income for
         United States tax purposes, regardless of its source, (iv) a trust if a
         U.S.  court  is  able  to  exercise   primary   supervision   over  the
         administration  of such  trust  and one or more  persons  described  in
         clauses  (i) to (iii)  above or clause (v) below has the  authority  to
         control  all  substantial  decisions  of the trust or (v) a person  not
         described  in  clauses  (i)  to  (iv)  above  whose  ownership  of  the
         Certificates is effectively  connected with such person's  conduct of a
         trade or business  within the United States  (within the meaning of the
         Code) and who  provides the Issuer and the  Depositor  with a Form 4224
         (and such other certifications, representations, or opinions of counsel
         as may be requested by the Issuer or the Depositor).


<PAGE>



                  6.  We  understand   that  any   purported   Transfer  of  any
         Certificate  (or  any  interest   therein)  in   contravention  of  the
         restrictions  and conditions above will be null and void (each, a "Void
         Transfer"), and the purported transferee in a Void Transfer will not be
         recognized by the Issuer or any other person as a Certificateholder for
         any purpose.

         You  are  entitled  to  rely  upon  this  letter  and  are  irrevocably
authorized  to produce this letter or a copy hereof to any  interested  party in
any  administrative or legal proceedings or official inquiry with respect to the
matters covered hereby.

                                            Very truly yours,



                                            By:
                                               Name:
                                               Title:

Securities To Be Purchased:
$                          principal amount of Certificates


<PAGE>


                                                                      EXHIBIT E

                          FORM OF RULE 144A TRANSFEROR
                                   CERTIFICATE

                                                   [Date]

The Bank of New York
  as Owner Trustee and
  Certificate Registrar

101 Barclay Street
New York, New York 10286

                           Re:  Ford Credit Auto Owner Trust 2000-D
                           [Class C 7.91% Asset Backed Certificates]
                           [Class D 9.00% Asset Backed Certificates]

Ladies and Gentlemen:

         This is to notify you as to the  transfer of $ [*] in  denomination  of
[Class  C  7.91%  Asset  Backed   Certificates]  [Class  D  9.00%  Asset  Backed
Certificates]  (the  "Certificates") of Ford Credit Auto Owner Trust 2000-D (the
"Issuer").

         The undersigned is the holder of the  Certificates and with this notice
hereby deposits with the Owner Trustee $[*] in denomination of Certificates  and
requests that Certificates of the same class in the same aggregate  denomination
be issued,  executed  and  authenticated  and  registered  to the  purchaser  on
___________, 200[], as specified in the Trust Agreement dated as of July 1, 2000
relating to the Certificates, as follows:

         Name:                              Denominations:
         Address:
         Taxpayer I.D. No:

         The  undersigned  represents  and  warrants  that the  undersigned  (i)
reasonably  believes  the  purchaser is a  "qualified  institutional  buyer," as
defined in Rule 144A under the  Securities  Act of 1933 (the  "Act"),  (ii) such
purchaser has acquired the Certificates in a transaction  effected in accordance
with the exemption  from the  registration  requirements  of the Act provided by
Rule 144A,  (iii) if the purchaser has purchased the Certificates for an account
for which it is acting  as  fiduciary  or agent,  such  account  is a  qualified
institutional buyer and (iv) the purchaser is acquiring Certificates for its own
account or for an  institutional  account for which it is acting as fiduciary or
agent.

                                                     Very truly yours,

                                                     [NAME OF HOLDER OF
                                                     CERTIFICATES]



                                                     By:
                                                        Name:
                                                        Title:



[*] authorized denomination


<PAGE>


                                                                      EXHIBIT F

                          FORM OF CERTIFICATE OF TRUST

                             CERTIFICATE OF TRUST OF
                       FORD CREDIT AUTO OWNER TRUST 2000-D

                  This  Certificate  of Trust of Ford  Credit  Auto Owner  Trust
2000-D (the "Trust"), dated as of July 1, 2000, is being duly executed and filed
by The Bank of New York (Delaware), a Delaware banking corporation,  as Delaware
trustee (the  "Delaware  Trustee")  and The Bank of New York, a New York banking
corporation,  as owner trustee (the "Owner  Trustee"),  to form a business trust
under the Delaware  Business Trust Act (12 Delaware Code, ss. 3801 et seq.) (the
"Act").

                  1. Name.  The name of the business trust formed hereby is Ford
Credit Auto Owner Trust 2000-D.

                  2. Delaware Trustee.  The name and business address of the
trustee of the Trust in the State of Delaware is The Bank
of New York (Delaware), White Clay Center, Route 273, Newark, Delaware 19711.

                  3. Effective Date. This Certificate of Trust shall be
effective upon filing.



<PAGE>


                  IN WITNESS WHEREOF,  the undersigned,  being the sole trustees
of the Trust, have executed this Certificate of Trust as of the date first above
written in accordance with Section 3811(a)(1) of the Act.

                                            THE BANK OF NEW YORK,
                                            not in its individual capacity
                                            but solely as Owner Trustee under
                                            a Trust Agreement dated
                                            as of July 1, 2000


                                            By:
                                            Name:
                                            Title:

                                            THE BANK OF NEW YORK (DELAWARE),
                                            not in its individual capacity
                                            but solely as Delaware Trustee
                                            under a Trust Agreement
                                            dated as of July 1, 2000


                                            By:
                                            Name:
                                            Title:


<PAGE>


                                                                    APPENDIX A



                              Definitions and Usage
<PAGE>

                                                                     Exhibit 8.1


             [SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP LETTERHEAD]

                                   July 26, 2000

To the Addressees Indicated
  on Schedule A hereto



                        Re: Ford Credit Auto Owner Trust
                            2000-D Asset Backed Notes

Ladies and Gentlemen:


                  You have  requested our opinion as to certain  federal  income
tax  consequences  in connection with the issuance of the Class A-1 7.008% Asset
Backed  Notes (the "Class A-1  Notes"),  the Class A-2 7.06% Asset  Backed Notes
(the "Class A-2 Notes"),  the Class A-3 7.15% Asset Backed Notes (the "Class A-3
Notes"),  the Class A-4 7.13% Asset Backed  Notes (the "Class A-4  Notes"),  the
Class A-5 7.15% Asset Backed Notes (the "Class A-5 Notes" and, together with the
Class A-1  Notes,  the Class  A-2  Notes,  the Class A-3 Notes and the Class A-4
Notes, the "Class A Notes"),  the Class B 7.40% Asset Backed Notes (the "Class B
Notes" and, together with the Class A Notes, the "Offered  Notes"),  the Class C
7.91% Asset Backed  Certificates  (the "Class C  Certificates")  and the Class D
9.00% Asset Backed  Certificates (the "Class D Certificates"  and, together with
the Class C Certificates,  the  "Certificates")  by Ford Credit Auto Owner Trust
2000-D (the  "Trust")  pursuant to the terms of, (a) with respect to the Offered
Notes, an Indenture dated as of July 1, 2000 (the "Indenture") between the Trust
and The Chase  Manhattan Bank, as Indenture  Trustee (the "Indenture  Trustee"),
and (b)  with  respect  to the  Certificates,  an  Amended  and  Restated  Trust
Agreement dated as of July 1, 2000 (the "Trust  Agreement")  between Ford Credit
Auto Receivables Two L.P. (the "Seller"), The Bank of New York, as Owner Trustee
(the "Owner Trustee") and The Bank of New York  (Delaware),  as Delaware Trustee
(the  "Delaware  Trustee").  The Offered Notes will be sold to the  underwriters
(the  "Underwriters")  who are named in Schedule I pursuant  to an  underwriting
agreement (the "Underwriting Agreement") between the Seller and Morgan Stanley &
Co.  Incorporated   ("Morgan   Stanley"),   as  representative  of  the  several
Underwriters. The Class C Certificates and the Class D Certificates will
initially be retained by the Seller.  In  addition,  the Trust will issue
a Variable Pay Term Note [1] on the Closing Date in the  principal  amount of
$490,556,000  (the "Initial  VPTN") and may issue  additional  Variable Pay Term
Notes on the Targeted  Scheduled  Distribution Date for each Subclass of Class A
Notes in a principal amount generally equal to (and not in excess of) the amount
required to pay such Subclass of Class A Notes in full  (collectively,  with the
Initial VPTN, the "VPTNs" and,  together with the Offered  Notes,  the "Notes").
The interest  rate on each VPTN will not exceed one month LIBOR plus 1.50%.  The
VPTNs will be privately placed with eligible purchasers.

                  The rights of the  holders of the Class A Notes (the  "Class A
Noteholders")  and the holders of the VPTNs (the "VPTN  Holders") will be senior
to the rights of the  holders of the Class B Notes  (the  "Class B  Noteholders"
and,  together with the Class A  Noteholders,  the "Offered  Noteholders").  The
rights of the  Noteholders  will be senior to the  rights of the  holders of the
Certificates (the "Certificateholders").  The rights of the holders of the Class
C Certificates (the "Class C  Certificateholders")  will be senior to the rights
of the holders of the Class D Certificates  (the "Class D  Certificateholders").
Each  payment  period,  the Seller will be  entitled  to receive  any  remaining
portion  of funds on  deposit  in the  Collection  Account  after  (i) the Total
Required  Payment  has been  made,  (ii) any Swap  Payment  or Swap  Termination
Payment has been made, (iii) the Reserve Account's balance has been restored, if
necessary,  to the  Specified  Reserve  Balance and (iv) the  Regular  Principal
Distribution Amount has been deposited into the Principal  Distribution Account.
The Seller will at all times hold the right to receive all such excess amounts.
<PAGE>

                  You have asked us whether,  for federal  income tax  purposes,
the  Class A Notes  and the  Class B Notes  will be  characterized  as debt  and
whether the Trust will be  classified  as an  association  (or  publicly  traded
partnership)  taxable  as a  corporation.  In  rendering  our  opinion,  we have
examined and relied upon (i) the  registration  statements for the Offered Notes
on Form S-3,  consisting of Registration  No.  333-82895,  filed with the SEC on
July 15, 1999,  Amendment  No.1 thereto filed with the SEC on September 3, 1999,
Post-Effective  Amendment  No. 1 thereto  filed with the SEC on January 18, 2000
and Post-Effective  Amendment No. 2 thereto filed with the SEC on April 11, 2000
(such  registration  statements,  as so amended,  together with any  information
included in the Prospectus  referred to below, being hereinafter  referred to as
the "Registration Statement"),  including the prospectus dated April 11, 2000 as
supplemented by the prospectus  supplement  dated July 18, 2000 included therein
(the "Prospectus"), (ii) the Indenture, (iii) the Trust Agreement, (iv) the Sale
and Servicing Agreement,  (v) a certificate executed by an officer of the Seller
dated the date hereof regarding the Seller's  projections of the losses that the
Trust  will  incur  in  respect  of  the  Receivables   (the  "Loss   Assumption
Certificate"),  and (vi) such other  documents  as we have deemed  necessary  or
appropriate as a basis for the opinion set forth below, and we have assumed that
the parties to such  documents  will comply  with the terms  thereof,  that such
documents are not amended and that such documents are  enforceable in accordance
with their  respective  terms.  In connection  therewith,  we note that you will
receive an opinion from this firm regarding such enforceability.

                  In our  examination,  we have assumed the  genuineness  of all
signatures,  the authenticity of all documents submitted to us as originals, the
conformity to original  documents of all documents  submitted to us as certified
or  photostatic  copies and the  authenticity  of the  originals  of such latter
documents.  As to any facts material to the opinions expressed herein which were
not  independently  established  or  verified,  we have relied upon  statements,
representations, and certifications of officers and other representatives of the
Seller,   the  Servicer,   the   Underwriters,   and  others  including  certain
calculations  performed by Morgan Stanley. In addition,  our opinion is premised
on the accuracy of the facts set forth in the Prospectus and the facts set forth
in the representations referred to in the Prospectus.

                  In rendering our opinion,  we have also  considered and relied
upon the Internal Revenue Code of 1986, as amended (the "Code"),  administrative
rulings, judicial decisions, Treasury Regulations, and such other authorities as
we have deemed  appropriate.  The statutory  provisions,  Treasury  Regulations,
interpretations,  and other  authorities  upon  which our  opinion  is based are
subject to change,  and such  changes  could apply  retroactively.  In addition,
there can be no assurance that positions contrary to those stated in our opinion
will not be taken by the Internal Revenue Service.

I.       Federal Income Tax Characterization of the Notes.
         ------------------------------------------------

                  Whether the Class A Notes and the Class B Notes are debt or
equity interests in the Trust Property is determined both by the terms of the
Offered Notes and by whether the "substantial incidents of ownership" of the
Trust Property have been transferred to the Noteholders.  See Watts Copy
Systems, Inc. v. Commissioner, 67 TCM 2480, 2483 (1994); Coulter Electronics,
Inc. v.  Commissioner, 59 TCM 350 (1990), aff'd, 943 F.2d 1318 (11th Cir. 1991);
United Surgical Steel Co. v. Commissioner, 54 T.C. 1215 (1970), acq.,
1971-2 C.B. 3; Town & Country Food Co. v. Commissioner, 51 T.C. 1049 (1969),
acq., 1969-2 C.B. xxv; GCM 39567 (June 10, 1986); and GCM 39584 (December 3,
1986).  Thus, the most important considerations are:  (i) whether the
Noteholders bear the burdens of ownership of the Trust Property, (ii) whether
the Noteholders have any of the benefits of ownership of the Trust Property, and
(iii) whether the terms of the Offered Notes have features which are more
characteristic of debt than of equity.  As discussed below, the Class A
Noteholders do not obtain, and the Class B Noteholders should not be viewed as
obtaining, the benefits and burdens of ownership of the Trust Property.

<PAGE>


A.   The Benefits and Burdens of the Trust Property are Retained by the Seller.


1. Burdens of Ownership.  The principal  burden of ownership with respect to the
Trust  Property is the risk of loss arising from  shortfalls  in the payments on
the  Receivables.  As described  below,  the  transaction  pursuant to which the
Offered  Notes are issued has been  structured so that the risk of loss is borne
by the Seller and the holders of the Certificates.

                  The total face amount of Offered  Notes,  the Initial VPTN and
Certificates issued by the Trust is equal to approximately 96.34% of the initial
aggregate  principal  amount of the  Receivables.  However,  because many of the
Receivables  bear  interest  at a rate less  than the  weighted  average  of the
interest  rates on the Notes and  Certificates,  a portion of the  initial  Pool
Balance  has been set aside to be treated  as if it were  interest  rather  than
principal.  If this portion is  subtracted  from the initial Pool  Balance,  the
principal  amount of the Class A Notes,  Class B Notes and the  Initial  VPTN is
equal to  approximately  98.00% of the remainder ( the "Adjusted Pool Balance"),
leaving an amount equal to  approximately  2.00% of the Adjusted  Pool  Balance.
This amount,  plus the amount represented by the Class C Certificates  (2.00% of
the Adjusted  Pool  Balance),  the Reserve  Account  (0.53%) and the net present
value of the Spread (as defined below) at a discount rate of 12%  (approximately
equal to 2.62% of the  Adjusted  Pool  Balance)  results  in equity  stated as a
percentage  of the  initial  Pool  Balance  of  6.76%  or  equity  (stated  as a
percentage of the Adjusted Pool Balance) of 7.15%, or approximately 6.56% of the
total cash flow  (discounting the Spread at 12% and the Adjusted Pool Balance at
the weighted average Note rate),  including the interest used to pay the Class D
Certificates  and the  anticipated  Spread.  Further,  the Class B Notes will be
supported by the Certificates having a face amount equal to 3.78% of the initial
Pool Balance (or 4.00% of the Adjusted  Pool  Balance),  the  principal of which
will not be paid until the Notes are paid in full.  Finally,  the Notes (and the
Certificates) will also be supported by the Reserve Account,  which may be drawn
upon to make  required  payments of principal and interest to  Noteholders,  and
which will  initially  be funded by a portion of the proceeds of the sale of the
Offered Notes, the Initial VPTN and Certificates in the amount of $10,999,885.98
or 0.5% of the initial Pool Balance.  Thus, the initial total credit enhancement
supporting  the Class A Notes and Initial  VPTN is equal to 7.58% of the initial
Pool  Balance (or 8.03% of the Adjusted  Pool  Balance),  and the initial  total
credit enhancement supporting the Class B Notes is equal to 4.28% of the initial
Pool Balance (or 4.53% of the Adjusted  Pool  Balance).  In addition,  the Notes
will have the  benefit,  on each  payment  date,  of the  "spread" as is further
discussed below.

                  On each Distribution Date, any shortfalls in amounts available
to make required payments of principal and interest to Noteholders will first be
absorbed by the portion of the monthly  payments from the Receivables  which are
attributable  to the  "spread"  between  the income from the  Receivables  (less
certain  Trust  expenses)  and the  weighted  average  rate on the Notes and the
Certificates  (the  "Spread").  The  rights of the Class B  Noteholders  will be
subordinate to the rights of the Class A Noteholders  and the VPTN Holders.  Any
amounts  remaining in the Collection  Account after giving effect to the payment
of the Total Required  Payment,  payment of any Swap Payment or Swap Termination
Payment and depositing amounts in the Reserve Account to the extent necessary to
replenish  it to  the  Specified  Reserve  Balance  are to be  deposited  in the
Principal  Distribution  Account on each  Distribution Date to the extent of the
Regular Principal Distribution Amount. [2]

                  Based on calculations  provided by Morgan Stanley  (calculated
using historic loss and  prepayment  levels) the excess of the Pool Balance over
the outstanding amount of the Class A Notes and the VPTNs at the end of one year
will have  increased  to 17.35% of the then Pool  Balance  and at the end of two
years will have  increased  to  approximately  29.53% of the then Pool  Balance,
while the  overcollateralization  supporting the Class B Notes (i.e., the excess
of the Pool Balance over the outstanding  amount of the Class A Notes, the VPTNs
and the Class B Notes) at the end of one year will have  increased  to 11.77% of
the then Pool  Balance  and at the end of two years  such  overcollateralization
will have increased to approximately 18.03% of the then Pool Balance.

                  While  the  Indenture  permits  interest  to be  paid  on  the
Certificates  ahead of  principal on the Class A Notes and VPTNs and the Class B
Notes in some circumstances, such right will be curtailed in any period in which
the aggregate  outstanding  principal  balance of the Class A Notes and VPTNs is
greater than the current Pool Balance.

                  Based    on   the    amounts    of    credit    support    and
overcollateralization  described above, the Class A Notes will be given a rating
in the highest  long-term  rating category and the Class B Notes will be given a
rating  of "A" or their  respective  equivalents  from at least  two  nationally
recognized rating agencies.  These investment grade ratings indicate a very high
likelihood  that all interest and principal  will be timely paid with respect to
the Offered Notes and that the Noteholders do not bear any  significant  risk of
loss  associated with ownership of the Trust Property  (although,  obviously the
risk of loss  with  respect  to the  Class B Notes  is  greater  than  the  risk
associated with the Class A Notes).
<PAGE>

2.  Benefits of  Ownership.  The  primary  benefits  of  ownership  of the Trust
Property are the payments due from Obligors with respect to the Receivables.  If
market  interest  rates for comparable  receivables  decrease in relation to the
yield on the Receivables, the Receivables will increase in value. The Indenture,
the Trust Agreement and the Sale and Servicing  Agreement  together provide that
the rate of return to the Offered Noteholders is, for each of the Classes of the
Offered  Notes, a fixed rate set at the time of the pricing of the Offered Notes
and the Seller  receives the  remaining  proceeds  from the  Receivables  (after
payment  of  fixed  costs  including  interest  on the  Certificates).  Thus the
economic  return to a Offered  Noteholder is the result not of any change in the
value of the Receivables  but rather reflects the rate of interest  payable on a
fixed rate debt instrument.

                  As described above,  the Seller retains an ownership  interest
in the Trust Property in the form of the right to receive,  on a periodic basis,
amounts not used to make payments on the Notes or Certificates and, upon payment
in full of the Notes and Certificates,  any Receivables  remaining in the Trust.
According to projections  provided by Morgan  Stanley,  the net present value of
such amount will equal 2.62% of the initial Adjusted Pool Balance (discounted at
a rate of 12%). [3]

3. Default  Rights.  In the event that the Trust  defaults in the payment of any
interest  (other  than a default in the payment of interest on the Class B Notes
prior to the time  that all of the  Class A Notes  and  VPTNs  have been paid in
full) and such default is not remedied  within five days, or the Trust  defaults
in the payment of the full amount of the  principal  or any  installment  of the
principal of any Note when the same becomes due and payable, an Event of Default
will occur and either the Indenture Trustee or the holders of Notes representing
not less than a majority of the outstanding amount of the Controlling Note Class
may  declare all of the Notes,  including  interest  accrued  and unpaid,  to be
immediately due and payable (however, if an Event of Default occurs, the Class B
Noteholders  will not have any right to direct or to consent  to any  actions by
the Indenture Trustee until the Class A Notes and VPTNs have been paid in full).
Upon such a declaration, the Indenture Trustee could sell the Trust Property and
the proceeds  therefrom would be applied to pay the Noteholders to the extent of
the outstanding  amount and any accrued and unpaid  interest,  before making any
payments to Certificateholders.

         B.       Other Factors.

                   A number of other  factors  support the  conclusion  that the
Class A Notes are, in substance,  debt and that the Class B Notes should also be
considered  debt.  The Offered Notes are  denominated  as  indebtedness  and the
Seller and the Noteholders,  by their purchase of the Offered Notes,  will agree
to treat the Offered Notes for federal, state and local income and franchise tax
purposes  as  indebtedness  of the Trust.  The terms of the  Receivables  differ
materially  from the terms of the Offered Notes with regard to their  respective
interest  rates.  Moreover,  Morgan Stanley has informed us that the Receivables
will have a weighted  average life of 2.09 years (based on the  assumptions  set
forth in the Prospectus under the caption "STRUCTURAL SUMMARY-composition of the
Receivables").  On the other hand,  the Class A Notes have expected lives (based
on expected  bullet  maturity  dates) of .47 years for the Class A-1 Notes,  .97
years for the Class A-2 Notes,  1.47  years for the Class A-3 Notes,  1.97 years
for the Class  A-4  Notes,  2.47  years for the Class A-5 Notes and 2.97 for the
Class B Notes have an expected life (based on the pricing prepayment  assumption
and the other  assumptions)  of 2.97 years.  The Trust will  retain  control and
possession  of the  Receivables.  The  Servicer is  responsible  for  servicing,
collection and  administration  of the  Receivables  and will bear all costs and
expenses  incurred in  connection  with such  activities,  although an amount to
compensate  the  Servicer for  collection  activity is permitted by the Sale and
Servicing Agreement to be periodically withdrawn by the Servicer from the assets
otherwise  held by the Trust for the benefit of the  Noteholders.  The Indenture
Trustee,   on  behalf  of  the  Noteholders,   has  the  right  to  inspect  the
documentation with respect to the Receivables that the Servicer will maintain on
behalf of the Trust, a right which is common in loan transactions. The foregoing
additional factors support the conclusion that the transaction  described in the
Indenture, the Trust Agreement and the Sale and Servicing Agreement with respect
to the Offered Notes constitutes an issuance of debt. Moreover, the substance of
the transaction is consistent with the  characterization of the Offered Notes as
debt.

                  Based on and subject to the  foregoing,  although there are no
authorities involving closely comparable situations,  in our opinion the Class A
Notes will be treated as indebtedness for federal income tax purposes.
<PAGE>

                  The  Class B Notes  are  subordinate  to the Class A Notes and
VPTNs, and are supported,  as described  above, by less credit  enhancement than
the Class A Notes and VPTNs. In addition, the rights of holders of Class B Notes
as creditors are limited while the Class A Notes and VPTNs are outstanding.  For
these reasons,  the Class B Notes could be viewed as bearing  certain burdens of
ownership of the Receivables.  However, despite the foregoing factors, the Class
B Notes are rated "A" or its  equivalent by at least two  nationally  recognized
rating  agencies  evidencing a high degree of certainty that they will be repaid
(and  thus  do not  bear  any  expected  risk  of  losses  with  respect  to the
Receivables).  In  addition,  the Class B Notes do not receive  any  benefits of
ownership  of the  Receivables.  Accordingly,  while  the issue is not free from
doubt, in our opinion the Class B Notes should be  characterized as indebtedness
for federal income tax purposes.

II.      Federal Income Tax Characterization of the Trust.
         ------------------------------------------------

                  The  Certificates  are denominated as equity  interests in the
Trust,   and  the  Seller  and  the   Certificateholders,   in  purchasing   the
Certificates,  agree to treat the Trust as a partnership  for federal income tax
purposes,  with the partners  being the Seller and the  Certificateholders.  The
Seller will at all times  receive all of the Trust  Property not used to pay the
Notes and  Certificates  and amounts due under the Interest Rate Swap Agreement.
In addition, the Seller will initially own all of the Certificates.

                  Although,  in some  respects,  the Trust is  similar to trusts
established to hold  collateral  pledged as security in connection  with lending
transactions,  because no opinion of counsel is sought that the Certificates are
debt,  the Trust  must be viewed as an  entity  whose  characterization  will be
determined  under  Sections  7701 or 7704 and  applicable  Treasury  Regulations
promulgated thereunder. [4]

                  Because the Seller will initially own all of the  Certificates
and all of the right to  receive  excess  cash,  the  Trust  will  initially  be
classified as a "disregarded entity." Accordingly,  the Notes will be treated as
having been  issued  directly  by the Seller for  federal  income tax  purposes.
However,  this  classification  would  change  if and  when  some  or all of the
Certificates are sold.

                  Section  7704 of the Code  provides  that,  subject to certain
exceptions,  a  partnership,  the  interests  in  which  are  (i)  traded  on an
established securities market or (ii) readily tradable on a secondary market (or
the  substantial  equivalent  thereof),  will be  treated as a  corporation  for
federal income tax purposes.  Section 7704(c), however, excepts certain publicly
traded partnerships ("PTPs") from treatment as a corporation for tax purposes if
they have sufficient passive-type income. Specifically, Section 7704(c) provides
that a PTP shall not be treated as a corporation  for tax purposes if 90 percent
or more of its gross income consists of "qualifying  income."  Qualifying income
is defined by Section 7704(d) to include  interest and any gain from the sale or
disposition  of a capital  asset.  The Trust's sole source of income will derive
from interest paid with regard to and gain resulting from the disposition of the
Receivables.5

                  We note that Section 7704(d)(2) disqualifies from the category
of otherwise  "qualifying  income"  interest that is derived in the conduct of a
"financial or insurance  business." In our view,  because the Indenture Trustee,
Owner Trustee and Servicer cannot manage the assets of the Trust in any ordinary
sense, and in particular, cannot sell the Receivables (except in the event of an
Event of Default or  dissolution  of the  Trust) and cannot  acquire  additional
assets,  the Trust  should not be found to be carrying on a financial  business.
However,  the  Service  has  not  provided  guidance  as to what  constitutes  a
financial or insurance  business and  accordingly our conclusion is based on our
interpretation of the statutory  language of Section 7704 and not on authorities
construing the statute.  Accordingly, we believe that since the Trust should not
be found to be engaged in a  financial  business  the  interest  received on the
Receivables will constitute qualifying income.

                  Accordingly,  the Trust would qualify for the Section  7704(c)
exception to the PTP rules and would not be taxable as a corporation thereunder,
assuming that it otherwise would qualify as a partnership for federal income tax
purposes.
<PAGE>

                  "Eligible entities" (i.e.,entities not explicitly classified
as a corporation under Treas. Reg.ss.301.7701-2(b)) with at least two members
are, by default, treated as partnerships for federal income taxation purposes.
Treas. Reg.ss. 301.7701-3(b).  The Trust, which is a business trust formed under
the laws of the State of Delaware pursuant to the Trust Agreement, may not be
treated as a trust for federal income taxes because it may not be "simply an
arrangement to protect or conserve [the Trust Property] for beneficiaries".
Treas Reg.ss.301.7701-4(b). Therefore, because the Trust is not included in the
list of corporate entities described in Treas. Reg.ss.301.7701-2(b), it will be
treated as a partnership for federal income tax purposes under Treas.
Reg.ss.301.7701-3(b), if it (i) is not a trust for federal income tax purposes
and (ii) is treated as having multiple owners.  In such a case, in our opinion
the Trust will not be classified as an association or a PTP taxable as a
corporation for federal income tax purposes.





III.     Federal Tax Matters in Prospectus

                  Based on and subject to the foregoing, it is our opinion that,
under present law, the discussions  presented under the captions "SUMMARY -- Tax
Status",  "TAX  MATTERS"  and "FEDERAL  INCOME TAX  MATTERS" in the  Prospectus,
although  general in nature,  to the extent that they address matters of federal
income tax law or legal  conclusions  with respect  thereto,  are correct in all
material respects.

                                        *          *          *



                  We express no opinion with respect to the matters addressed in
this opinion other than as set forth above,  and this opinion is not to be used,
circulated,  quoted or otherwise referred to for any other purpose without prior
written  consent  in each  instance.  We hereby  consent  to the  filing of this
opinion  as an exhibit  to  material  filed in  accordance  with the  Securities
Exchange  Act of 1934,  as  amended,  to be  incorporated  by  reference  in the
Registration Statement. We disclaim any obligation to update this opinion letter
for events occurring or coming to our attention after the date hereof.

                                            Very truly yours,

                                           /S/ Skadden, Arps, Slate, Meagher
                                               & Flom LLP



<PAGE>



Schedule A



Ford Credit Auto Receivables Two L.P.
The American Road
Dearborn, Michigan  48121



The Bank of New York,
  as Owner Trustee
Ford Credit Auto Owner Trust 2000-D
101 Barclay Street, Floor 12 East
New York, New York  10286



The Chase Manhattan Bank,
  as Indenture Trustee
Corporate Trust Administration
450 West 33rd Street, 15th floor
New York, New York  10001-2697



Morgan Stanley & Co. Incorporated
  On behalf of itself and
  as Representative of the several Underwriters
1585 Broadway
New York, New York  10036



FCAR Owner Trust
c/o Bank of New York (Delaware),
as Owner Trustee
502 White Clay Center
Newark, Delaware  19711



Standard & Poor's Ratings Services
55 Water Street
New York, New York  10041



Moody's Investors Service, Inc.
99 Church Street
New York, New York  10007



Fitch, Inc.
One State Street Plaza
New York, New York  10004
<PAGE>


--------

[1]   Terms not otherwise  defined herein have the meanings assigned to them
      in the Indenture (as defined above).

[2]   The Regular Principal Distribution Amount will equal, with respect to any
Distribution  Date, an amount not less than zero equal to the difference between
(i) the excess,  if any, of (a) the sum of the aggregate  outstanding  principal
amount of all the  Notes and the  Aggregate  Certificate  Balance  of all of the
Certificates as of the preceding  Distribution  Date (after giving effect to any
principal  payments made on the Securities and issuance of any additional  VPTNs
on such  preceding  Distribution  Date) or the Closing Date, as the case may be,
less the amount on deposit in the Accumulation  Account (exclusive of investment
earnings)  after giving  effect to all principal  payments on the  Securities on
such preceding  Distribution  Date over (b) the difference  between (x) the Pool
Balance at the end of the Collection  Period  preceding such  Distribution  Date
minus (y) the sum of the Specified  Overcollateralization Amount with respect to
such  Distribution  Date and the Yield Supplement  Overcollateralization  Amount
with respect to such Distribution Date, minus (ii) the sum of the First Priority
Principal  Distribution  Amount,  if any,  and  the  Second  Priority  Principal
Distribution  Amount, if any, each with respect to such  Distribution  Date. The
"Yield  Supplement  Overcollateralization  Amount" for each  Receivable for each
Collection  Period is the excess,  if any, of the present value of the scheduled
payments due on such Receivable for each future  Collection Period discounted at
the APR of the  Receivable  over the present  value of such  scheduled  payments
discounted at 10.5%,  assuming that future scheduled payments on the Receivables
are  made  on  their  scheduled  due  dates  without  any  delays,  defaults  or
prepayments.  Based on this  formula,  amounts  otherwise  distributable  to the
Seller will be applied  generally  to  establish  and maintain a "cushion" of at
least 1% (including the Reserve  Account) of the Pool Balance in addition to the
credit  enhancement  of (i) with  respect  to the  Class A  Notes,  7.08% of the
initial Pool Balance (provided by the Class B Notes and the  Certificates),  and
(ii)  with  respect  to the Class B Notes,  3.78% of the  initial  Pool  Balance
(provided by the Certificates).

[3] A substantial portion of the Receivables bear rates of interest below the
sum of the highest note interest   rate  and  the   Servicing   Fee   ("Subvened
Receivables").  Accordingly, for purposes of this opinion, a significant portion
of the 'spread' that would otherwise  contribute to the 'cushion' supporting the
Notes and the Certificates has been reallocated to provide for payments due with
respect to the Notes that could not  otherwise be made because of  shortfalls in
Trust cash flow caused by the  Subvened  Receivables.  It is  important to note,
however,  that Morgan  Stanley's  determination  of the net present value of the
'spread' does not take into account  losses that the Trust will incur in respect
of the Receivables.  Accordingly, we recognize that the net present value of the
remaining  spread  will,  in  reality,  be less than 2.62% of the  initial  Pool
Balance.

[4]  Unless otherwise indicated, all "Section" references hereinafter shall be
to the Code.

[5]  Subject to further review by Skadden tax counsel.



<PAGE>
                                                                     Exhibit 8.2
Ford Credit Auto Receivables Two L.P.
One American Road
Dearborn, Michigan 48126
                                                                  July 26, 2000

     Re:  Ford Credit Auto Owner Trust 2000-D

Ladies and Gentlemen:

     I do hereby confirm that the statements set forth in the Prospectus dated
April 11, 2000, as supplemented by Prospectus Supplement dated July 18, 2000
under the caption "Summary-Tax Status" in the Prospectus Supplement as
they relate to Michigan state tax matters and in the Prospectus Supplement
under the caption "State Tax Matters," to the extent they constitute matters
of law or legal conclusions with respect thereto, have been prepared, reviewed
or caused to be reviewed by me and are correct in all material respects.

     I consent to the reference to me under the captions "State Tax Matters" in
the Prospectus Supplement and "Legal Opinions" in the Prospectus and the
Prospectus Supplement.

                                   Very truly yours,

                                   /s/ Hurley D. Smith

<PAGE>
                                                                    Exhibit 99.1

                          SALE AND SERVICING AGREEMENT


                                  by and among


                      FORD CREDIT AUTO OWNER TRUST 2000-D,
                                   as Issuer,


                     FORD CREDIT AUTO RECEIVABLES TWO L.P.,
                                   as Seller,


                                       and

                           FORD MOTOR CREDIT COMPANY,
                                   as Servicer

                            Dated as of July 1, 2000





<PAGE>



                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
<S>                                                                                                <C>
                                                                                                   Page
                                    ARTICLE I

DEFINITIONS AND USAGE                                                                               1

                                   ARTICLE II

TRUST PROPERTY                                                                                      1
SECTION 2.1  Conveyance of Trust Property...........................................................1
SECTION 2.2  Representations and Warranties of the Seller as to the Receivables.....................2
SECTION 2.3  Repurchase upon Breach.................................................................6
SECTION 2.4  Custody of Receivable Files............................................................7
SECTION 2.5  Duties of Servicer as Custodian........................................................7
SECTION 2.6  Instructions; Authority to Act.........................................................8
SECTION 2.7  Custodian's Indemnification............................................................9
SECTION 2.8  Effective Period and Termination.......................................................9

                                   ARTICLE III
ADMINISTRATION AND SERVICING OF
RECEIVABLES AND TRUST PROPERTY                                                                      9
SECTION 3.1  Duties of Servicer.....................................................................9
SECTION 3.2  Collection of Receivable Payments.....................................................10
SECTION 3.3  Realization Upon Receivables..........................................................10
SECTION 3.4  Allocations of Collections............................................................11
SECTION 3.5  Maintenance of Security Interests in Financed Vehicles................................11
SECTION 3.6  Covenants of Servicer.................................................................11
SECTION 3.7  Purchase of Receivables Upon Breach...................................................11
SECTION 3.8  Servicer Fee..........................................................................12
SECTION 3.9  Servicer's Certificate................................................................12
SECTION 3.10  Annual Statement as to Compliance; Notice of Event of Servicing Termination..........13
SECTION 3.11  Annual Independent Certified Public Accountant's Report..............................13
SECTION 3.12  Access to Certain Documentation and Information Regarding Receivables................14
SECTION 3.13  Servicer Expenses....................................................................14

                                   ARTICLE IV
DISTRIBUTIONS; RESERVE ACCOUNT;
STATEMENTS TO NOTEHOLDERS AND CERTIFICATEHOLDERS                                                   14
SECTION 4.1  Accounts..............................................................................14
SECTION 4.2  Remittance of Collections by the Servicer.............................................18
SECTION 4.3  Application of Collections............................................................19
SECTION 4.4  Monthly Advances......................................................................19
SECTION 4.5  Servicer Liquidity Advances...........................................................20
SECTION 4.6  Additional Deposits to Collection Account and Withdrawals from Reserve Account........21
SECTION 4.7  Distributions.........................................................................21
SECTION 4.8  Reserve Account.......................................................................28
SECTION 4.9  Net Deposits..........................................................................30
SECTION 4.10  Statements to Noteholders and Certificateholders.....................................31

                                    ARTICLE V

THE SELLER                                                                                         32
SECTION 5.1  Representations and Warranties of Seller..............................................32
SECTION 5.2  Liability of Seller; Indemnities......................................................34
SECTION 5.3  Merger or Consolidation of, or Assumption of the Obligations of, Seller...............35
SECTION 5.4  Limitation on Liability of Seller and Others..........................................36
SECTION 5.5  Seller May Own Notes or Certificates..................................................36

                                   ARTICLE VI

THE SERVICER                                                                                       36
SECTION 6.1  Representations of Servicer...........................................................36
SECTION 6.2  Indemnities of Servicer...............................................................38
SECTION 6.3  Merger or Consolidation of, or Assumption of the Obligations of, Servicer.............39
SECTION 6.4  Limitation on Liability of Servicer and Others........................................40
SECTION 6.5  Delegation of Duties..................................................................40
SECTION 6.6  Ford Credit Not to Resign as Servicer.................................................40
SECTION 6.7  Servicer May Own Notes or Certificates................................................41

                                   ARTICLE VII
SERVICING TERMINATION                                                                              41
SECTION 7.1  Events of Servicing Termination.......................................................41
SECTION 7.2  Appointment of Successor Servicer.....................................................43
SECTION 7.3  Repayment of Monthly Advances and Servicer Liquidity Advances.........................43
SECTION 7.4  Notification to Noteholders and Certificateholders....................................44
SECTION 7.5  Waiver of Past Events of Servicing Termination........................................44
<PAGE>

                                  ARTICLE VIII

TERMINATION                                                                                        44
SECTION 8.1  Optional Purchase of All Receivables..................................................44
SECTION 8.2.  Succession Upon Satisfaction and Discharge of Indenture..............................45

                                   ARTICLE IX

MISCELLANEOUS PROVISIONS                                                                           45
SECTION 9.1  Amendment.............................................................................45
SECTION 9.2  Protection of Title to Trust Property.................................................47
SECTION 9.3  Governing Law.........................................................................49
SECTION 9.4  Notices...............................................................................49
SECTION 9.5  Severability of Provisions............................................................49
SECTION 9.6  Assignment............................................................................50
SECTION 9.7  Further Assurances....................................................................50
SECTION 9.8  No Waiver; Cumulative Remedies........................................................50
SECTION 9.9  Third-Party Beneficiaries.............................................................50
SECTION 9.10  Actions by Noteholders or Certificateholders.........................................50
SECTION 9.11  Agent for Service....................................................................51
SECTION 9.12  No Bankruptcy Petition...............................................................51
SECTION 9.13  Limitation of Liability of Owner Trustee and Indenture Trustee.......................51
SECTION 9.14  Savings Clause.......................................................................52

Schedule A....Schedule of Receivables                                                              SA-1
Schedule B    Location of Receivable Files...................................................      SB-1
Schedule C    Custodians for Receivable Files................................................      SC-1
Appendix A....Definitions and Usage                                                                AA-1
</TABLE>


<PAGE>


           SALE AND SERVICING AGREEMENT,  dated as of July 1, 2000 (as from time
to  time  amended,  supplemented  or  otherwise  modified  and in  effect,  this
"Agreement"), by and among FORD CREDIT AUTO OWNER TRUST 2000-D (the "Issuer"), a
Delaware  business  trust,  FORD CREDIT AUTO  RECEIVABLES  TWO L.P.,  a Delaware
limited partnership,  as seller (the "Seller"), and FORD MOTOR CREDIT COMPANY, a
Delaware corporation, as servicer (the "Servicer").

          WHEREAS,  the Issuer desires to purchase a portfolio of  receivables
consisting of motor vehicle retail  installment  sale  contracts  generated by
Ford Motor Credit  Company and PRIMUS in the ordinary  course of their business
and conveyed to Issuer by the Seller on the Closing Date;

         WHEREAS,  the Seller is willing to sell such  portfolio of  receivables
and related  property to the Issuer; and

         WHEREAS,  Ford Motor  Credit  Company is willing  to service  such
receivables  on behalf of the Issuer;

         NOW,  THEREFORE,  in  consideration  of the  premises  and the mutual
covenants  herein  contained,  and other good and  valuable  consideration,  the
receipt and  sufficiency of which is hereby  acknowledged,  the parties  hereto,
intending to be legally bound, agree as follows:

                                    ARTICLE I

                              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.

                                   ARTICLE II

                                 TRUST PROPERTY

         SECTION 2.1 Conveyance of Trust Property.  (a) In  consideration of the
Issuer's  delivery  to, or upon the order  of,  the  Seller of the Notes and the
Certificates  in an  aggregate  principal  amount equal to 96.34% of the Initial
Pool Balance, the Seller does hereby irrevocably transfer,  assign and otherwise
convey to the Issuer without  recourse  (subject to the obligations  herein) all
right,  title  and  interest  of the  Seller,  whether  now  owned or  hereafter
acquired, in and to the following (collectively,  the "Trust Property"): (i) the
Receivables;  (ii) with respect to Receivables  that are Actuarial  Receivables,
monies due  thereunder on or after the Cutoff Date  (including  Payaheads)  and,
with respect to Receivables that are Simple Interest Receivables,  monies due or
received thereunder on or after the Cutoff Date; (iii) 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;  (iv) 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;  (v) Dealer  Recourse;  (vi) all of the Seller's rights to
the Receivable Files that relate to the  Receivables;  (vii) the Trust Accounts,
the  Certificate  Interest   Distribution  Account,  the  Certificate  Principal
Distribution  Account  and  all  amounts,  securities,  investments,  investment
property and other  property  deposited in or credited to any of the  foregoing,
all security  entitlements  relating to the foregoing and all proceeds  thereof;
(viii) all of the Seller's rights under this Agreement; (ix) 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; (x) payments and proceeds
with  respect  to the  Receivables  held  by the  Servicer;  (xi)  all  property
(including  the right to receive  Liquidation  Proceeds)  securing a  Receivable
(other than a Receivable  purchased by the Servicer or purchased by the Seller);
(xii) 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
(xiii) 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.
<PAGE>

         (b) Any transfer,  assignment and conveyance  made under Section 2.1(a)
shall not  constitute  and is not  intended  to result in an  assumption  by the
Issuer of any obligation of the Seller to the Obligors, the Dealers or any other
Person in connection  with the  Receivables  and the other Trust Property or any
agreement, document or instrument related thereto.

         SECTION  2.2  Representations  and  Warranties  of the Seller as to the
Receivables. The Seller makes the following representations and warranties as to
the  Receivables on which the Issuer shall be deemed to have relied in accepting
the  Receivables.  Such  representations  and warranties speak as of the Closing
Date,  but  shall  survive  the  transfer,  assignment  and  conveyance  of  the
Receivables  to the  Issuer  and the pledge  thereof  to the  Indenture  Trustee
pursuant to the Indenture.

         (i) Characteristics of Receivables. Each Receivable (a) shall have been
originated  in the United States of America by a Dealer for the retail sale of a
Financed  Vehicle in the ordinary course of such Dealer's  business,  shall have
been  fully and  properly  executed  by the  parties  thereto,  shall  have been
purchased  either (X) by the Seller from Ford  Credit,  which in turn shall have
purchased such Receivable from a Dealer under an existing dealer  agreement with
Ford Credit,  and which shall have been validly  assigned by such Dealer to Ford
Credit and which in turn shall have been validly  assigned by Ford Credit to the
Seller in  accordance  with its terms,  or (Y) by the Seller  from Ford  Credit,
which shall have been  assigned such  Receivable by PRIMUS,  which in turn shall
have purchased such Receivable  from a Dealer or other finance source  (provided
that such purchase relates to an individual  Receivable and not a bulk purchase)
under an existing  agreement  with  PRIMUS,  and which  shall have been  validly
assigned  by such Dealer or other  finance  source to PRIMUS and shall have been
validly assigned by PRIMUS to Ford Credit in the ordinary course of business and
which in turn shall have been  validly  assigned by Ford Credit to the Seller in
accordance  with its  terms,  (b) shall have  created  or shall  create a valid,
subsisting,  and enforceable  first priority  security interest in favor of Ford
Credit in the Financed  Vehicle,  which  security  interest has been assigned by
Ford Credit to the Seller,  which in turn shall be  assignable  by the Seller to
the Issuer, (c) shall contain customary and enforceable provisions such that the
rights and  remedies of the holder  thereof  shall be adequate  for  realization
against the  collateral of the benefits of the  security,  (d) shall provide for
level monthly payments  (provided that the payment in the first or last month in
the life of the  Receivable  may be minimally  different from the level payment)
that fully  amortize the Amount  Financed by maturity and yield  interest at the
Annual  Percentage  Rate, (e) shall provide for, in the event that such contract
is prepaid,  a prepayment that fully pays the Principal  Balance,  and (f) is an
Actuarial Receivable or a Simple Interest Receivable.

         (ii) Schedule of Receivables. The information set forth in the Schedule
of  Receivables  shall be true and  correct in all  material  respects as of the
opening of business on the Cutoff Date, and no selection  procedures believed to
be adverse to the Noteholders or the Certificateholders shall have been utilized
in selecting  the  Receivables  from those  receivables  which meet the criteria
contained  herein.  The computer tape or other listing regarding the Receivables
made  available  to the Issuer and its  assigns  (which  computer  tape or other
listing is required to be delivered as specified  herein) is true and correct in
all material respects.

         (iii) Compliance with Law. Each Receivable and the sale of the Financed
Vehicle  shall have  complied at the time it was  originated  or made and at the
execution  of this  Agreement  shall comply in all  material  respects  with all
requirements  of applicable  federal,  State,  and local laws,  and  regulations
thereunder,   including,   without   limitation,   usury   laws,   the   Federal
Truth-in-Lending  Act,  the  Equal  Credit  Opportunity  Act,  the  Fair  Credit
Reporting  Act,  the Fair Debt  Collection  Practices  Act,  the  Federal  Trade
Commission  Act, the  Magnuson-Moss  Warranty Act, the Federal  Reserve  Board's
Regulations B and Z, and State  adaptations of the National  Consumer Act and of
the Uniform  Consumer  Credit  Code,  and other  consumer  credit laws and equal
credit opportunity and disclosure laws.

         (iv) Binding  Obligation.  Each Receivable shall represent the genuine,
legal, valid, and binding payment obligation of the Obligor,  enforceable by the
holder thereof in accordance with its terms subject to the effect of bankruptcy,
insolvency,  reorganization,  or other similar laws affecting the enforcement of
creditors' rights generally.


<PAGE>



         (v) No Government Obligor.  None of the Receivables shall be due from
the United States of America or any State or from any agency, department, or
instrumentality of the United States of America, any State or political
subdivision of either thereof.

         (vi) Security  Interest in Financed  Vehicle.  Immediately prior to the
transfer, assignment and conveyance thereof, each Receivable shall be secured by
a first priority, validly perfected security interest in the Financed Vehicle in
favor of Ford Credit as secured party or all necessary and  appropriate  actions
shall  have  been  commenced  that  would  result in a first  priority,  validly
perfected  security  interest in the Financed Vehicle in favor of Ford Credit as
secured party.

         (vii)  Receivables in Force.  No Receivable  shall have been satisfied,
subordinated,  or rescinded,  nor shall any Financed  Vehicle have been released
from the lien granted by the related Receivable in whole or in part.

         (viii) No Waiver.  No provision of a Receivable shall have been waived.

         (ix)   No Defenses.  No right of rescission, setoff, counterclaim, or
defense shall have been asserted or threatened with respect to any Receivable.

         (x) No Liens. To the best of the Seller's knowledge, no liens or claims
shall have been  filed for work,  labor,  or  materials  relating  to a Financed
Vehicle that shall be liens prior to, or equal with,  the  security  interest in
the Financed Vehicle granted by the Receivable.

         (xi) No Default. Except for payment defaults continuing for a period of
not more than  thirty  (30) days as of the  Cutoff  Date,  no  default,  breach,
violation,  or event permitting  acceleration  under the terms of any Receivable
shall have occurred;  and no continuing  condition that with notice or the lapse
of time would  constitute  a default,  breach,  violation,  or event  permitting
acceleration  under the terms of any  Receivable  shall  have  arisen;  and Ford
Credit shall not waive any of the foregoing.

         (xii)  Insurance.   Ford  Credit,  in  accordance  with  its  customary
standards,  policies and procedures,  shall have determined that, as of the date
of origination of each Receivable,  the Obligor had obtained or agreed to obtain
physical damage insurance covering the Financed Vehicle.

         (xiii)  Title.  It is the intention of the Seller that the transfer and
assignment herein contemplated constitute an absolute sale, transfer, assignment
and  conveyance  of the  Receivables  from the Seller to the Issuer and that the
beneficial  interest in and title to the Receivables not be part of the Seller's
estate in the event of the filing of a  bankruptcy  petition  by or against  the
Seller  under any  bankruptcy  law. No  Receivable  has been sold,  transferred,
assigned, conveyed or pledged by the Seller to any Person other than the Issuer.
Immediately prior to the transfer and assignment herein contemplated, the Seller
had good and marketable  title to each  Receivable  free and clear of all Liens,
encumbrances,  security  interests,  participations  and  rights of others  and,
immediately upon the transfer thereof, the Issuer shall have good and marketable
title to each Receivable,  free and clear of all Liens,  encumbrances,  security
interests,  participations  and  rights of  others;  and the  transfer  has been
perfected under the UCC.

         (xiv) Valid Assignment. No Receivable shall have been originated in, or
shall  be  subject  to the laws of,  any  jurisdiction  under  which  the  sale,
transfer,  assignment and conveyance of such Receivable  under this Agreement or
pursuant to transfers of the Notes or the Certificates shall be unlawful,  void,
or  voidable.  The Seller has not entered  into any  agreement  with any account
debtor that prohibits,  restricts or conditions the assignment of any portion of
the Receivables.

         (xv) All Filings Made. All filings (including,  without limitation, UCC
filings)  necessary  in any  jurisdiction  to give the Issuer a first  priority,
validly  perfected  ownership  interest  in the  Receivables,  and to  give  the
Indenture Trustee a first perfected  security interest therein,  shall have been
made.

         (xvi)  Chattel Paper.  Each Receivable constitutes "chattel paper" as
defined in the UCC.

         (xvii)  One Original.  There shall be only one original executed copy
of each Receivable.  The Seller, or its custodian, has possession of such
original with respect to each Receivable.
<PAGE>

         (xviii)  New and  Used  Vehicles.  70.00%  of the  aggregate  Principal
Balance of the Receivables,  constituting 62.72% of the number of Receivables as
of the Cutoff Date,  represent  vehicles  financed at new vehicle rates, and the
remainder of the Receivables represent vehicles financed at used vehicle rates.

         (xix)      Amortization Type.  By aggregate Principal Balance as of the
Cutoff Date, 0.32% of the Receivables constitute Actuarial Receivables and
99.68% of the Receivables constitute Simple Interest Receivables.

         (xx)   Origination.  Each Receivable shall have an origination date on
or after July 1, 1998.

         (xxi)  PRIMUS.  12.24%  of  the  aggregate  Principal  Balance  of  the
Receivables  as of the Cutoff Date,  represent  Receivables  originated  through
PRIMUS and assigned to Ford Credit,  and the remainder of the  Receivables  were
originated through Ford Credit (excluding PRIMUS).

         (xxii) Maturity of Receivables.  Each Receivable shall have an original
maturity of not greater than sixty (60) months.

         (xxiii)  Annual Percentage Rate.  The Annual Percentage Rate of each
Receivable shall be not less than 1.90% and not greater than 20.00%.

         (xxiv) Scheduled Payments. Each Receivable shall have a first Scheduled
Payment  due, in the case of Actuarial  Receivables,  or a first  scheduled  due
date, in the case of Simple Interest  Receivables,  on or prior to July 31, 2000
and no  Receivable  shall  have a  payment  that is more than  thirty  (30) days
overdue as of the Cutoff Date.

         (xxv)   Location of Receivable Files.  The Receivable Files shall be
kept at one or more of the locations listed in Schedule B-1 hereto or the
offices of one of the custodians specified in Schedule B-2 hereto.

         (xxvi) No Extensions.  The number of Scheduled Payments, in the case of
Actuarial  Receivables,  and the number of scheduled  due dates,  in the case of
Simple  Interest  Receivables,  shall not have been  extended  on or before  the
Cutoff Date on any Receivable.

         (xxvii) Rating  Agencies.  The rating agencies rating the Notes and the
Class C  Certificates  are  Moody's,  Standard & Poor's and Fitch and the rating
agencies rating the Class D Certificates are Standard & Poor's and Fitch.

         (xxviii)  Agreement.  The representations and warranties of the Seller
in Section 5.1 are true and correct.

         (xxix)  No Receivables Originated in Alabama or Pennsylvania.  No
Receivable shall have been originated in Alabama or Pennsylvania.

         SECTION 2.3  Repurchase  upon Breach.  The Seller,  the  Servicer,  the
Issuer or the Owner Trustee,  as the case may be, shall inform the other parties
to this Agreement,  the Indenture Trustee and Ford Credit promptly,  in writing,
upon the discovery of any breach of the Seller's  representations and warranties
made by the Seller  pursuant to Section  2.2.  Unless the breach shall have been
cured by the last day of the second  Collection  Period following the discovery,
the  Indenture  Trustee  shall  enforce the  obligation of the Seller under this
Section  2.3,  and, if  necessary,  the Seller or the  Indenture  Trustee  shall
enforce  the  obligation  of  Ford  Credit  under  the  Purchase  Agreement,  to
repurchase any Receivable  materially and adversely affected by the breach as of
such last day (or, at the Seller's option,  the last day of the first Collection
Period  following  the  discovery).  In  consideration  of the  purchase  of the
Receivable,  the Seller shall remit the Purchase Amount, in the manner specified
in  Section  4.6(a).  The sole  remedy of the  Issuer,  the Owner  Trustee,  the
Indenture Trustee, the Noteholders or the  Certificateholders  with respect to a
breach of the Seller's  representations  and warranties  pursuant to Section 2.2
shall be to require the Seller to repurchase such  Receivables  pursuant to this
Section  2.3 or to  enforce  the  obligation  of Ford  Credit  to the  Seller to
repurchase  such  Receivables  pursuant to the Purchase  Agreement.  Neither the
Owner  Trustee  nor the  Indenture  Trustee  shall  have any duty to  conduct an
affirmative  investigation  as to the occurrence of any condition  requiring the
repurchase of any Receivable  pursuant to this Section 2.3 or the eligibility of
any Receivable for purposes of this Agreement.

         SECTION 2.4 Custody of Receivable  Files.  To assure uniform quality in
servicing the Receivables and to reduce  administrative  costs, the Issuer, upon
the  execution and delivery of this  Agreement,  hereby  revocably  appoints the
Servicer, and the Servicer hereby accepts such appointment,  to act as the agent
of the Issuer and the Indenture Trustee as custodian of the following  documents
or  instruments,  which are hereby  constructively  delivered  to the  Indenture
Trustee,  as pledgee of the Issuer  pursuant to the Indenture  (collectively,  a
"Receivable File"):
<PAGE>

(i)       The original Receivable.

(ii)     The  original  credit  application  fully  executed by the Obligor or a
         photocopy  thereof or a record thereof on a computer file,  diskette or
         on microfiche.

(iii)    The original  certificate  of title or such documents that the Servicer
         or Ford Credit shall keep on file,  in  accordance  with its  customary
         standards, policies and procedures, evidencing the security interest of
         Ford Credit in the Financed Vehicle.

(iv)     Any and all other documents  (including any computer file,  diskette or
         microfiche)  that the  Servicer  or the Seller  shall keep on file,  in
         accordance with its customary procedures,  relating to a Receivable, an
         Obligor, or a Financed Vehicle.

                  The Servicer  shall  provide an Officer's  Certificate  to the
Issuer and the Indenture  Trustee  confirming  that the Servicer has received on
behalf of the Issuer and the Indenture Trustee all the documents and instruments
necessary  for the Servicer to act as the agent of the Issuer and the  Indenture
Trustee for the purposes set forth in this Section 2.4,  including the documents
referred  to  herein,  and the  Issuer  and the  Indenture  Trustee  are  hereby
authorized to rely on such Officer's Certificate.


         SECTION 2.5 Duties of Servicer as Custodian.

         (a)  Safekeeping.  The Servicer shall hold the Receivable Files for the
benefit of the Issuer and the  Indenture  Trustee and maintain such accurate and
complete accounts,  records,  and computer systems pertaining to each Receivable
File as shall  enable the  Servicer  and the Issuer to comply with the terms and
conditions of this Agreement, and the Indenture Trustee to comply with the terms
and  conditions  of the  Indenture.  In  performing  its duties as custodian the
Servicer  shall  act with  reasonable  care,  using  that  degree  of skill  and
attention  that the  Servicer  exercises  with respect to the  receivable  files
relating to all comparable automotive receivables that the Servicer services for
itself or others and,  consistent  with such  reasonable  care, the Servicer may
utilize the services of third parties to act as custodian of physical Receivable
Files,  subject to Section  6.5. In  accordance  with its  customary  standards,
policies and procedures with respect to its retail  installment  sale contracts,
the Servicer shall  conduct,  or cause to be conducted,  periodic  audits of the
Receivable Files held by it under this Agreement,  and of the related  accounts,
records,  and computer  systems,  in such a manner as shall enable the Issuer or
the Indenture  Trustee to verify the accuracy of the Servicer's  record keeping.
The Servicer shall promptly  report to the Issuer and the Indenture  Trustee any
failure on its part to hold the  Receivable  Files and  maintain  its  accounts,
records,  and computer  systems as herein provided and promptly take appropriate
action to remedy any such failure.  Nothing herein shall be deemed to require an
initial  review or any periodic  review by the Issuer,  the Owner Trustee or the
Indenture Trustee of the Receivable Files.

         (b)  Maintenance of and Access to Records.  The Servicer shall maintain
each  Receivable  File at one of its offices  specified  in Schedule B-1 to this
Agreement or the offices of one of its  custodians  specified in Schedule B-2 of
this Agreement,  or at such other office as shall be specified to the Issuer and
the  Indenture  Trustee by written  notice not later than ninety (90) days after
any change in location.  The Servicer shall make available to the Issuer and the
Indenture  Trustee  or their  duly  authorized  representatives,  attorneys,  or
auditors a list of locations of the Receivable  Files, the Receivable Files, and
the related accounts,  records,  and computer systems maintained by the Servicer
at such times as the Issuer or the Indenture  Trustee shall  instruct,  but only
upon  reasonable  notice and during the normal  business hours at the respective
offices of the Servicer.

         (c) Release of Documents.  Upon written instructions from the Indenture
Trustee,  the Servicer shall release or cause to be released any document in the
Receivable Files to the Indenture Trustee,  the Indenture Trustee's agent or the
Indenture Trustee's designee, as the case may be, at such place or places as the
Indenture  Trustee may  designate,  as soon  thereafter as is  practicable.  Any
document so released shall be handled by the Indenture Trustee with due care and
returned to the Servicer for safekeeping as soon as the Indenture Trustee or its
agent or designee, as the case may be, shall have no further need therefor.
<PAGE>

         SECTION 2.6  Instructions;  Authority to Act. All instructions from the
Indenture Trustee shall be in writing and signed by an Authorized Officer of the
Indenture  Trustee,  and the Servicer  shall be deemed to have  received  proper
instructions  with  respect to the  Receivable  Files  upon its  receipt of such
written instructions.

         SECTION 2.7  Custodian's  Indemnification.  The  Servicer as  custodian
shall indemnify the Issuer,  the Owner Trustee and the Indenture Trustee for any
and all liabilities, obligations, losses, compensatory damages, payments, costs,
or expenses of any kind whatsoever that may be imposed on, incurred, or asserted
against the Issuer,  the Owner Trustee or the Indenture Trustee as the result of
any improper act or omission in any way relating to the  maintenance and custody
by the Servicer as custodian of the Receivable Files;  provided,  however,  that
the  Servicer  shall not be liable (i) to the Issuer for any portion of any such
amount resulting from the willful  misfeasance,  bad faith, or negligence of the
Indenture  Trustee,  the Owner Trustee or the Issuer,  (ii) to the Owner Trustee
for any portion of any such amount resulting from the willful  misfeasance,  bad
faith, or negligence of the Indenture  Trustee,  the Owner Trustee or the Issuer
and (iii) to the Indenture  Trustee for any portion of any such amount resulting
from the willful misfeasance, bad faith, or negligence of the Indenture Trustee,
the Owner Trustee or the Issuer.

         SECTION  2.8  Effective   Period  and   Termination.   The   Servicer's
appointment as custodian shall become  effective as of the Cutoff Date and shall
continue in full force and effect until terminated pursuant to this Section 2.8.
If Ford Credit shall resign as Servicer in  accordance  with the  provisions  of
this  Agreement or if all of the rights and  obligations  of the Servicer  shall
have been  terminated  under  Section  7.1, the  appointment  of the Servicer as
custodian  hereunder  may be  terminated  by the  Indenture  Trustee,  or by the
Noteholders  of Notes  evidencing  not less than 25% of the Note  Balance of the
Notes  Outstanding  or, with the consent of Noteholders of Notes  evidencing not
less than 25% of the Note Balance of the Notes Outstanding, by the Owner Trustee
or by  Certificateholders  of  Certificates  evidencing not less than 25% of the
Aggregate  Certificate  Balance,  in the same manner as the Indenture Trustee or
such  Securityholders  may terminate the rights and  obligations of the Servicer
under  Section  7.1.  As soon  as  practicable  after  any  termination  of such
appointment,  the  Servicer  shall  deliver  to  the  Indenture  Trustee  or the
Indenture  Trustee's  agent the  Receivable  Files and the related  accounts and
records  maintained  by the  Servicer  at such place or places as the  Indenture
Trustee may reasonably designate.

                                   ARTICLE III

                         ADMINISTRATION AND SERVICING OF

                         RECEIVABLES AND TRUST PROPERTY



         SECTION 3.1 Duties of Servicer.  The Servicer  shall  manage,  service,
administer,  and make collections on the Receivables with reasonable care, using
that degree of skill and attention  that the Servicer  exercises with respect to
all comparable automotive receivables that it services for itself or others. The
Servicer's  duties  shall  include  collection  and  posting  of  all  payments,
responding  to  inquiries  of  Obligors  on  such   Receivables,   investigating
delinquencies, sending payment coupons to Obligors, reporting tax information to
Obligors,  accounting for collections,  furnishing monthly and annual statements
to the Owner  Trustee and the Indenture  Trustee with respect to  distributions,
making  Monthly  Advances  pursuant to Section 4.4 and, in its sole  discretion,
making Servicer  Liquidity  Advances pursuant to Section 4.5. The Servicer shall
follow its customary standards, policies and procedures in performing its duties
as Servicer.  Without limiting the generality of the foregoing,  the Servicer is
hereby authorized and empowered to execute and deliver, on behalf of itself, the
Issuer,  the  Owner  Trustee,  the  Indenture  Trustee,  the  Noteholders,   the
Certificateholders,  or any of them, any and all  instruments of satisfaction or
cancellation,  or partial or full release or discharge, and all other comparable
instruments,  with  respect  to such  Receivables  or to the  Financed  Vehicles
securing such Receivables.  If the Servicer shall commence a legal proceeding to
enforce a Receivable,  the Owner Trustee (in the case of a Receivable other than
a  Purchased  Receivable)  shall  thereupon  be  deemed  to  have  automatically
assigned, solely for the purpose of collection, such Receivable to the Servicer.
If in any  enforcement  suit or  legal  proceeding  it  shall  be held  that the
Servicer may not enforce a Receivable  on the ground that it shall not be a real
party in interest or a holder  entitled  to enforce  the  Receivable,  the Owner
Trustee shall,  at the Servicer's  expense and direction,  take steps to enforce
the  Receivable,  including  bringing  suit  in its  name  or the  names  of the
Indenture Trustee, the Noteholders, the Certificateholders,  or any of them. The
Owner  Trustee  shall furnish the Servicer with any powers of attorney and other
documents  reasonably  necessary or  appropriate to enable the Servicer to carry
out its servicing and  administrative  duties  hereunder.  The Servicer,  at its
expense, shall obtain on behalf of the Issuer or the Owner Trustee all licenses,
if any, required by the laws of any jurisdiction to be held by the Issuer or the
Owner Trustee in connection  with ownership of the  Receivables,  and shall make
all filings and pay all fees as may be required in connection  therewith  during
the term hereof.
<PAGE>

         SECTION 3.2 Collection of Receivable Payments.  The Servicer shall make
reasonable  efforts  to  collect  all  payments  called  for under the terms and
provisions  of the  Receivables  as and when the same shall become due and shall
follow such  collection  procedures as it follows with respect to all comparable
receivables that it services for itself or others.  Subject to Sections 3.6(iii)
and (iv),  the Servicer  may grant  extensions,  rebates,  or  adjustments  on a
Receivable;  provided,  however, that if the Servicer extends the date for final
payment  by the  Obligor  of any  Receivable  beyond  6 months  past  the  Final
Scheduled Maturity Date, it shall promptly purchase the Receivable in the manner
provided in Section  3.7.  The  Servicer  may in its  discretion  waive any late
payment charge or any other fees that may be collected in the ordinary course of
servicing a Receivable.

         SECTION 3.3 Realization Upon Receivables.  On behalf of the Issuer, the
Servicer shall use reasonable efforts,  consistent with its customary standards,
policies and procedures,  to repossess or otherwise convert the ownership of the
Financed  Vehicle  securing any  Receivable as to which the Servicer  shall have
determined eventual payment in full is unlikely.  The Servicer shall follow such
customary  standards,  policies  and  procedures  as it shall deem  necessary or
advisable  in  its  servicing  of  comparable  receivables,  which  may  include
reasonable  efforts to realize upon any Dealer Recourse and selling the Financed
Vehicle  at public or  private  sale.  The  foregoing  shall be  subject  to the
provision  that,  in any case in which the Financed  Vehicle shall have suffered
damage,  the Servicer  shall not be required to expend funds in connection  with
the  repair  or the  repossession  of such  Financed  Vehicle  unless  it  shall
determine in its discretion that such repair and/or  repossession  will increase
the Liquidation Proceeds by an amount greater than the amount of such expenses.

         SECTION 3.4  Allocations  of  Collections.  If an Obligor is  obligated
under one or more  Receivables  and also under one or more other assets owned by
Ford Credit or assigned by Ford Credit to third parties, then any payment on any
such asset  received from or on behalf of such Obligor  shall,  if identified as
being made with respect to a particular  item or asset, be applied to such item,
and otherwise shall be allocated by Ford Credit in accordance with its customary
standards, policies and procedures.

         SECTION 3.5 Maintenance of Security Interests in Financed Vehicles. The
Servicer  shall,  in  accordance  with its  customary  standards,  policies  and
procedures,  take such steps as are  necessary  to  maintain  perfection  of the
security  interest created by each Receivable in the related  Financed  Vehicle.
The Issuer hereby authorizes the Servicer to take such steps as are necessary to
re-perfect  such  security  interest  on behalf of the Issuer and the  Indenture
Trustee in the event of the  relocation  of a Financed  Vehicle or for any other
reason.


<PAGE>



         SECTION 3.6 Covenants of Servicer.  The Servicer  shall not (i) release
the Financed  Vehicle  securing each such Receivable from the security  interest
granted by such Receivable in whole or in part except in the event of payment in
full by or on behalf of the Obligor thereunder or repossession,  (ii) impair the
rights of the Noteholders or the  Certificateholders  in the Receivables,  (iii)
change the Annual Percentage Rate with respect to any Receivable, or (iv) modify
the Amount Financed or the total number of Scheduled Payments (in the case of an
Actuarial  Receivable) or the total number of originally scheduled due dates (in
the case of a Simple Interest Receivable).

         SECTION 3.7 Purchase of Receivables  Upon Breach.  (a) The Seller,  the
Servicer or the Owner  Trustee,  as the case may be,  promptly  shall inform the
other parties to this  Agreement,  in writing,  upon the discovery of any breach
pursuant to Section 3.2, 3.5 or 3.6.  Unless the breach shall have been cured by
the last day of the second  Collection  Period  following such discovery (or, at
the Servicer's election, the last day of the first following Collection Period),
the Servicer shall purchase any Receivable  materially and adversely affected by
such breach as  determined  by the  Indenture  Trustee  (which shall include any
Receivable  as to which a breach of Section 3.6 has  occurred)  at the  Purchase
Amount. In consideration of the purchase of such Receivable,  the Servicer shall
remit the  Purchase  Amount in the  manner  specified  in  Section  4.6(a).  For
purposes of this Section 3.7,  the  Purchase  Amount shall  consist in part of a
release  by  the  Servicer  of all  rights  of  reimbursement  with  respect  to
Outstanding  Monthly Advances on the Receivable.  The sole remedy of the Issuer,
the  Owner   Trustee,   the   Indenture   Trustee,   the   Noteholders   or  the
Certificateholders  with respect to a breach pursuant to Section 3.2, 3.5 or 3.6
shall be to require  the  Servicer  to  purchase  Receivables  pursuant  to this
Section 3.7.

         (b) The Seller, the Servicer or the Owner Trustee,  as the case may be,
promptly shall inform the other parties to this  Agreement in writing,  upon the
discovery of any breach of the representations and warranties of Ford Credit, as
seller, set forth in Section 3.2(b) of the Purchase Agreement. Unless the breach
shall have been cured by the last day of the second  Collection Period following
the  discovery,  the Servicer  shall enforce the obligation of Ford Credit under
the Purchase  Agreement to repurchase  any  Receivable  materially and adversely
affected by the breach as of such last day (or,  at Ford  Credit's  option,  the
last  day  of  the  first  Collection   Period  following  the  discovery).   In
consideration  of the  purchase  of the  Receivable,  Ford Credit  shall  remit,
pursuant to Section 5.2 of the Purchase  Agreement,  the Purchase  Amount to the
Servicer and the  Servicer  shall remit the  Purchase  Amount to the  Collection
Account as specified in Section 4.6(a) hereof.

         (c) With respect to all Receivables  purchased pursuant to this Section
3.7,  the Issuer  shall  assign to the  Servicer or the Seller,  as  applicable,
without recourse,  representation or warranty,  all of the Issuer's right, title
and interest in and to such Receivables and all security and documents  relating
thereto.

         SECTION  3.8  Servicer  Fee.  The  Servicer  shall be  entitled  to any
interest  earned on the  amounts  deposited  in the  Collection  Account and the
Payahead  Account during each Collection  Period plus all late fees,  prepayment
charges and other administrative fees and expenses or similar charges allowed by
applicable law with respect to Receivables  during each  Collection  Period (the
"Supplemental  Servicing  Fee").  The  Servicer  also shall be  entitled  to the
Servicing Fee, as provided herein.

         SECTION 3.9  Servicer's  Certificate.  (a) On or about the tenth day of
each calendar month, the Servicer shall deliver to the Owner Trustee,  each Note
Paying Agent and  Certificate  Paying  Agent,  the Indenture  Trustee,  the Swap
Counterparty and the Seller,  with a copy to the Rating  Agencies,  a Servicer's
Certificate  containing all information  (including all specific dollar amounts)
necessary to make the transfers and distributions pursuant to Sections 4.3, 4.4,
4.5,  4.6,  4.7 and 4.8 for the  Collection  Period  preceding  the date of such
Servicer's Certificate,  together with the written statements to be furnished by
the Owner  Trustee to  Certificateholders  pursuant  to Section  4.10 and by the
Indenture Trustee to the Noteholders pursuant to Section 4.10 hereof and Section
6.6 of the Indenture.  Receivables  purchased or to be purchased by the Servicer
or the Seller shall be identified by the Servicer by the Seller's account number
with respect to such Receivable (as specified in the Schedule of Receivables).


<PAGE>



                  (b) On or about  the  fifth  (but in no event  later  than the
tenth)  calendar day of each calendar  month,  the Servicer shall deliver to the
respective  underwriters  of the Notes the Note Pool  Factor  for each  Class or
Subclass of Notes and, in the event that the Certificates  have been sold by the
Seller  subsequent  to the  date  hereof,  to the  respective  underwriters  (if
applicable) of the  Certificates,  the Certificate Pool Factor for each Class of
Certificates as of the close of business on the  Distribution  Date occurring in
that month.

         SECTION  3.10 Annual  Statement  as to  Compliance;  Notice of Event of
Servicing Termination.  (a) The Servicer shall deliver to the Owner Trustee, the
Indenture  Trustee  and each  Rating  Agency on or before  April 30 of each year
beginning April 30, 2001, an Officer's  Certificate,  dated as of December 31 of
the preceding  calendar year, stating that (i) a review of the activities of the
Servicer  during  the  preceding   12-month  (or  shorter)  period  and  of  its
performance under this Agreement has been made under such officer's  supervision
and (ii) to the best of such  officer's  knowledge,  based on such  review,  the
Servicer has fulfilled all its obligations under this Agreement  throughout such
year, or, if there has been a default in the fulfillment of any such obligation,
specifying  each such  default  known to such  officer and the nature and status
thereof.  A copy of such  Officer's  Certificate  and the report  referred to in
Section 3.11 may be obtained by any Certificateholder by a request in writing to
the Owner Trustee,  or by any Noteholder or Person  certifying that it is a Note
Owner by a request in writing to the Indenture Trustee, in either case addressed
to the  applicable  Corporate  Trust Office.  Upon the telephone  request of the
Owner Trustee,  the Indenture Trustee shall promptly furnish the Owner Trustee a
list of Noteholders as of the date specified by the Owner Trustee.

         (b) The Servicer  shall  deliver to the Owner  Trustee,  the  Indenture
Trustee and each Rating Agency promptly after having obtained knowledge thereof,
but in no event later than five (5) Business Days thereafter,  written notice in
an Officer's  Certificate  of any event which with the giving of notice or lapse
of time, or both, would become an Event of Servicing  Termination  under Section
7.1. The Seller shall deliver to the Owner  Trustee,  the Indenture  Trustee and
each Rating Agency promptly after having obtained knowledge  thereof,  but in no
event  later  than  five (5)  Business  Days  thereafter,  written  notice in an
Officer's  Certificate  of any event which with the giving of notice or lapse of
time,  or both,  would  become an Event of  Servicing  Termination  under clause
(a)(ii) of Section 7.1.

         SECTION 3.11 Annual Independent  Certified Public Accountant's  Report.
The Servicer shall cause a firm of independent certified public accountants, who
may also  render  other  services  to the  Servicer  or to the Seller or to Ford
Credit,  to deliver to the Owner Trustee and the Indenture  Trustee on or before
April 30 of each  year  beginning  April  30,  2001  with  respect  to the prior
calendar  year a report  addressed to the board of directors of the Servicer and
to the Owner Trustee and the Indenture Trustee, to the effect that such firm has
audited the financial  statements of the Servicer and issued its report  thereon
and that such audit (1) was made in accordance with generally  accepted auditing
standards,  (2) included tests relating to automotive  loans serviced for others
in accordance with the  requirements of the Uniform Single  Attestation  Program
for  Mortgage  Bankers (the  "Program"),  to the extent the  procedures  in such
Program are applicable to the servicing obligations set forth in this Agreement,
and (3) except as described in the report,  disclosed no exceptions or errors in
the records  relating to  automobile  and light truck loans  serviced for others
that such firm is required to report under the Program.

                  The report will also indicate that the firm is  independent of
the  Servicer  within  the  meaning  of the Code of  Professional  Ethics of the
American Institute of Certified Public Accountants.

         SECTION 3.12 Access to Certain  Documentation and Information Regarding
Receivables. The Servicer shall provide to the Certificateholders, the Indenture
Trustee and the Noteholders  access to the Receivable  Files in such cases where
the  Certificateholders,  the  Indenture  Trustee  or the  Noteholders  shall be
required by applicable  statutes or  regulations  to review such  documentation.
Access shall be afforded  without charge,  but only upon reasonable  request and
during the normal  business  hours at the  respective  offices of the  Servicer.
Nothing in this  Section  3.12 shall  affect the  obligation  of the Servicer to
observe any applicable law prohibiting  disclosure of information  regarding the
Obligors,  and the failure of the Servicer to provide access to information as a
result of such  obligation  shall not  constitute a breach of this Section 3.12.
The Servicer shall provide such  information  with respect to the Receivables as
the Rating Agencies may reasonably  request,  including as soon as practicable a
periodic report of the aggregate  principal  balance of Receivables which become
Liquidated Receivables during each Collection Period.
<PAGE>

         SECTION 3.13 Servicer  Expenses.  The Servicer shall be required to pay
all  expenses  incurred  by it in  connection  with  its  activities  hereunder,
including fees and disbursements of the Owner Trustee and the Indenture Trustee,
independent accountants,  taxes imposed on the Servicer and expenses incurred in
connection with distributions and reports to Noteholders and Certificateholders.

                                   ARTICLE IV

                         DISTRIBUTIONS; RESERVE ACCOUNT;
                STATEMENTS TO NOTEHOLDERS AND CERTIFICATEHOLDERS

         SECTION 4.1  Accounts.  (a) The  Servicer  shall,  prior to the Closing
Date,  establish and maintain a segregated  trust account in the name "The Chase
Manhattan  Bank as  Indenture  Trustee,  as secured  party from Ford Credit Auto
Owner Trust 2000-D",  at a Qualified  Institution or Qualified Trust Institution
(which shall initially be the corporate trust  department of The Chase Manhattan
Bank),  which shall be designated as the "Collection  Account".  Initially,  the
Collection  Account  shall be  account  number  C-70887  and shall  include  any
successor or replacement accounts thereto. The Collection Account shall be under
the sole  dominion  and control of the  Indenture  Trustee;  provided,  that the
Servicer  may make  deposits to and direct the  Indenture  Trustee in writing to
make withdrawals from the Collection Account in accordance with the terms of the
Basic  Documents.  The  Collection  Account will be  established  and maintained
pursuant to an account  agreement  which specifies New York law as the governing
law. In addition,  the Collection Account shall be established and maintained at
a Qualified  Institution or Qualified Trust  Institution which agrees in writing
that for so long as the Notes are  outstanding  it will comply with  entitlement
orders (as defined in Article 8 of the UCC) originated by the Indenture  Trustee
without further consent of the Issuer. All monies deposited from time to time in
the Collection  Account shall be held by the Indenture  Trustee as secured party
for the benefit of the  Noteholders  and, after payment in full of the Notes, as
agent of the Owner  Trustee and as part of the Trust  Property.  All deposits to
and  withdrawals  from the Collection  Account shall be made only upon the terms
and conditions of the Basic Documents.

                  If the Servicer is required to remit  collections  pursuant to
the first  sentence of Section 4.2, all amounts held in the  Collection  Account
shall,  to the extent  permitted by applicable  law, rules and  regulations,  be
invested,  as directed in writing by the Servicer,  by the bank or trust company
then maintaining the Collection Account in Permitted Investments that mature not
later than the Business Day immediately  prior to the Distribution  Date for the
Collection  Period to which such amounts relate and such  Permitted  Investments
shall be held to  maturity.  All  interest  and other  income (net of losses and
investment  expenses)  on funds on deposit in the  Collection  Account  shall be
withdrawn from the Collection  Account at the written  direction of the Servicer
and shall be paid to the Servicer.  In the event that the Collection  Account is
no  longer to be  maintained  at the  corporate  trust  department  of The Chase
Manhattan  Bank,  the  Servicer  shall,  with the  Indenture  Trustee's or Owner
Trustee's assistance as necessary, cause the Collection Account to be moved to a
Qualified  Institution or a Qualified Trust Institution within ten (10) Business
Days (or such longer  period not to exceed thirty (30) calendar days as to which
each Rating Agency may consent).

         (b) The  Servicer  shall,  prior to the  Closing  Date,  establish  and
maintain an administrative  subaccount within the Collection Account at the bank
or trust company then maintaining the Collection Account, which subaccount shall
be  designated  as  the   "Principal   Distribution   Account".   The  Principal
Distribution  Account is established  and maintained  solely for  administrative
purposes.

         (c) The  Servicer  shall,  prior to the  Closing  Date,  establish  and
maintain two segregated  trust accounts,  each in the name "The Bank of New York
as Owner  Trustee" at a Qualified  Institution  or Qualified  Trust  Institution
(which shall  initially be the  corporate  trust  department  of The Bank of New
York),  which shall be  designated  as the  "Certificate  Interest  Distribution
Account" and the "Certificate  Principal  Distribution  Account",  respectively.
Each  Certificate  Distribution  Account  shall be under the sole  dominion  and
control of the Owner  Trustee.  All monies  deposited  from time to time in each
Certificate  Distribution  Account  pursuant to this Agreement and the Indenture
shall be held by the Owner  Trustee as part of the Trust  Property  and shall be
applied as provided in the Basic Documents. In the event that either Certificate
Distribution  Account  is no  longer to be  maintained  at the  corporate  trust
department of The Bank of New York the Servicer shall,  with the Owner Trustee's
assistance as necessary, cause such Certificate Distribution Account to be moved
to a Qualified  Institution  or a Qualified  Trust  Institution  within ten (10)
Business  Days (or such longer period not to exceed thirty (30) calendar days as
to which each Rating Agency may consent). Each Certificate  Distribution Account
will be  established  and  maintained  pursuant  to an account  agreement  which
specifies New York law as the governing law.
<PAGE>

         (d) The  Servicer  shall,  prior to the  Closing  Date,  establish  and
maintain a segregated  trust account in the name of "The Chase Manhattan Bank as
Indenture  Trustee" at a Qualified  Institution or Qualified  Trust  Institution
(which shall initially be the corporate trust  department of The Chase Manhattan
Bank), which shall be designated as the "Payahead Account". The Payahead Account
shall be held in trust for the benefit of the  Obligors.  The  Payahead  Account
shall be under the sole dominion and control of the Indenture Trustee;  provided
that the  Servicer  may make  deposits  to and direct the  Indenture  Trustee in
writing to make  withdrawals  from the Payahead  Account in accordance  with the
Basic Documents. The Payahead Account shall not be a part of the Trust Property.
All deposits to and  withdrawals  from the Payahead  Account  shall be made only
upon the terms and conditions of the Basic Documents.

                  If the Servicer is required to remit  collections  pursuant to
the first  sentence of Section 4.2,  all amounts  held in the  Payahead  Account
shall,  to the extent  permitted by applicable  law, rules and  regulations,  be
invested,  as directed in writing by the Servicer,  by the bank or trust company
then maintaining the Payahead  Account in Permitted  Investments that mature not
later than the Business Day immediately  prior to the Distribution  Date for the
Collection  Period to which such amounts relate and such  Permitted  Investments
shall be held to  maturity.  All  interest  and other  income (net of losses and
investment  expenses)  on funds on  deposit  in the  Payahead  Account  shall be
withdrawn  from the Payahead  Account at the direction of the Servicer and shall
be paid to the Servicer.  In the event that the Payahead Account is no longer to
be maintained at the corporate trust department of The Chase Manhattan Bank, the
Servicer shall,  with the Indenture  Trustee's or Owner Trustee's  assistance as
necessary,  cause the Payahead Account to be moved to a Qualified Institution or
a Qualified  Trust  Institution  within ten (10)  Business  Days (or such longer
period not to exceed  thirty (30)  calendar  days as to which each Rating Agency
may consent).

         (e)  Notwithstanding  the provisions of clause (d) above and of Section
4.7(a)(ii),  for so long as (i) Ford Credit is the Servicer,  (ii) the rating of
Ford Credit's short-term unsecured debt is at least P-1 by Moody's, at least A-1
by  Standard & Poor's and at least F-1 by Fitch and (iii) no Event of  Servicing
Termination  shall  have  occurred  (each,  a "Monthly  Remittance  Condition"),
Payaheads  need not be remitted to and  deposited  in the  Payahead  Account but
instead  may be remitted to and held by the  Servicer.  So long as each  Monthly
Remittance  Condition  is  satisfied,  the  Servicer  shall not be  required  to
segregate or otherwise  hold separate any Payaheads  remitted to the Servicer as
aforesaid but shall be required to remit Payaheads to the Collection  Account in
accordance  with  Section  4.7(a)(i).  At any time that any  Monthly  Remittance
Condition is not satisfied,  the Servicer shall deposit in the Payahead  Account
the amount of any  Payaheads  then held or received by it (which amount shall be
at least equal to the  Payahead  Balance as of the close of business on the last
day  of  the  immediately  preceding  Collection  Period).  Notwithstanding  the
foregoing,  if a Monthly Remittance  Condition is not satisfied the Servicer may
utilize,  with respect to Payaheads,  an alternative  remittance schedule (which
may include the remittance  schedule utilized by the Servicer before the Monthly
Remittance Condition became unsatisfied),  if the Servicer provides to the Owner
Trustee and the Indenture  Trustee written  confirmation from each Rating Agency
that such alternative  remittance schedule will not result in the downgrading or
withdrawal  by such Rating  Agency of the ratings then assigned to the Notes and
the  Certificates.  The Owner  Trustee and the  Indenture  Trustee  shall not be
deemed to have knowledge of any event or circumstance  under clause (iii) of the
first  sentence of this  Section  4.1(e) that would  require  remittance  of the
Payaheads  to the Payahead  Account  unless the Owner  Trustee or the  Indenture
Trustee has received notice of such event or circumstance from the Seller or the
Servicer in an Officer's Certificate or from the Noteholders of Notes evidencing
not less  than 25% of the Note  Balance  of the  Notes  Outstanding  or from the
Certificateholders of Certificates evidencing not less than 25% of the Aggregate
Certificate  Balance or unless a Trustee  Officer in the Corporate  Trust Office
with  knowledge  hereof and  familiarity  herewith has actual  knowledge of such
event or circumstance.

         (f) The  Servicer  shall,  prior to the  Closing  Date,  establish  and
maintain an administrative  subaccount within the Collection Account in the name
of "The Chase Manhattan Bank as Indenture Trustee" at a Qualified Institution or
Qualified  Trust  Institution  (which  shall  initially be the  corporate  trust
department of The Chase Manhattan Bank), which subaccount shall be designated as
the "Accumulation  Account". The Accumulation Account shall be held in trust for
the benefit of the Noteholders. The Accumulation Account shall be under the sole
dominion and control of the  Indenture  Trustee;  provided that the Servicer may
make deposits to and direct the Indenture Trustee in writing to make withdrawals
from the Accumulation Account in accordance with the Basic Documents. All monies
deposited  from time to time in the  Accumulation  Account  shall be held by the
Indenture  Trustee  as part  of the  Trust  Property  and  all  deposits  to and
withdrawals from the Accumulation  Account shall be made only upon the terms and
conditions of the Basic Documents.
<PAGE>

                  All amounts held in the  Accumulation  Account  shall,  to the
extent  permitted by applicable  law,  rules and  regulations,  be invested,  as
directed  in  writing  by the  Servicer,  by the  bank  or  trust  company  then
maintaining the  Accumulation  Account in Permitted  Investments that mature not
later than the Business Day immediately  prior to the Distribution  Date for the
Collection  Period to which such amounts relate and such  Permitted  Investments
shall be held to maturity.  All interest and other income on funds on deposit in
the  Accumulation  Account shall be withdrawn  and  deposited in the  Collection
Account for  distribution on each  Distribution  Date in accordance with Section
4.7(c). In the event that the Accumulation Account is no longer to be maintained
at the corporate  trust  department of The Chase  Manhattan  Bank,  the Servicer
shall, with the Indenture Trustee's or Owner Trustee's  assistance as necessary,
cause the  Accumulation  Account  to be moved to a  Qualified  Institution  or a
Qualified Trust Institution within ten (10) Business Days (or such longer period
not to exceed  thirty  (30)  calendar  days as to which each  Rating  Agency may
consent).

         (g) The  Servicer  shall,  prior to the  Closing  Date,  establish  and
maintain a segregated  trust account in the name of "The Chase Manhattan Bank as
Indenture  Trustee" at a Qualified  Institution or Qualified  Trust  Institution
(which shall initially be the corporate trust  department of The Chase Manhattan
Bank),  which  shall be  designated  as the "VPTN  Proceeds  Account".  The VPTN
Proceeds  Account  shall be held in trust for the  benefit of the holders of the
Subclass of Class A Notes to be paid on its Targeted Scheduled Distribution Date
from the proceeds of issuance after the Closing Date of VPTNs  deposited to such
account from time to time.  The VPTN  Proceeds  Account  shall be under the sole
dominion and control of the  Indenture  Trustee;  provided that the Servicer may
make deposits to and direct the Indenture Trustee in writing to make withdrawals
from the VPTN  Proceeds  Account in  accordance  with the Basic  Documents.  All
monies deposited from time to time in the VPTN Proceeds Account shall be held by
the  Indenture  Trustee as part of the Trust  Property  and all  deposits to and
withdrawals from the VPTN Proceeds Account shall be made only upon the terms and
conditions of the Basic Documents.

         SECTION 4.2  Remittance of  Collections  by the Servicer.  The Servicer
shall  remit to the  Collection  Account  within  two (2)  Business  Days of the
receipt  thereof  (i) all  payments by or on behalf of the  Obligors  (including
Payaheads on the Receivables,  but excluding Purchased Receivables) and (ii) all
Liquidation  Proceeds,  both as collected  during the  Collection  Period.  Ford
Credit,  so long as it is  acting  as the  Servicer,  may  make  remittances  of
collections  on a less  frequent  basis than that  specified in the  immediately
preceding sentence.  It is understood that such less frequent remittances may be
made only on the specific  terms and  conditions set forth below in this Section
4.2  and  only  for  so  long  as  such  terms  and  conditions  are  fulfilled.
Accordingly,  notwithstanding  the  provisions  of the  first  sentence  of this
Section 4.2, the Servicer shall remit  collections  received during a Collection
Period to the Collection Account in immediately  available funds on the Business
Day preceding the related  Distribution  Date (or, with the prior consent of the
Rating Agencies,  on the related Distribution Date) but only for so long as each
Monthly Remittance Condition is satisfied.  Notwithstanding the foregoing,  if a
Monthly  Remittance  Condition  is not  satisfied  the  Servicer  may utilize an
alternative  remittance  schedule  (which may  include the  remittance  schedule
utilized  by  the  Servicer  before  the  Monthly  Remittance  Condition  became
unsatisfied),  if the Servicer  provides to the Owner  Trustee and the Indenture
Trustee  written  confirmation  from each Rating  Agency  that such  alternative
remittance  schedule  will not result in the  downgrading  or withdrawal by such
Rating  Agency of the ratings then  assigned to the Notes and the  Certificates.
The Owner Trustee or the Indenture Trustee shall not be deemed to have knowledge
of any event or  circumstance  under clause (iii) of the  definition  of Monthly
Remittance  Condition  that would  require  remittance  by the  Servicer  to the
Collection  Account within two Business Days of receipt as aforesaid  unless the
Owner  Trustee or the  Indenture  Trustee has  received  notice of such event or
circumstance from the Seller or the Servicer in an Officer's Certificate or from
the Noteholders of Notes evidencing not less than 25% of the Note Balance of the
Notes Outstanding or from the Certificateholders of Certificates  evidencing not
less than 25% of the Aggregate  Certificate  Balance or a Trustee Officer in the
Corporate Trust Office with knowledge hereof or familiarity  herewith has actual
knowledge  of such event or  circumstance.  For  purposes of this Article IV the
phrase  "payments  by or on behalf of  Obligors"  shall  mean  payments  made by
Persons other than the Servicer or by other means.
<PAGE>

         SECTION  4.3  Application  of  Collections.  For the  purposes  of this
Agreement,  as of the  close of  business  on the  last  day of each  Collection
Period,  all  collections  for  the  Collection  Period  with  respect  to  each
Receivable (other than a Purchased  Receivable) shall be applied by the Servicer
as follows: (i) payments by or on behalf of the Obligor which are not late fees,
prepayment  charges,  or other  administrative  fees and  expenses,  or  similar
charges which constitute the  Supplemental  Servicing Fee shall be applied first
to reduce Outstanding Monthly Advances made with respect to such Receivable,  as
described  in Sections  4.4(a) and (b) below and (ii) next,  any excess shall be
applied  (i) in the  case  of  Simple  Interest  Receivables,  to  interest  and
principal on the Receivable in accordance  with the Simple  Interest  Method and
(ii) in the case of Actuarial Receivables, to the Scheduled Payment with respect
to such  Receivable  and any remaining  excess  (except for partial  prepayments
which cause a reduction in the Obligor's periodic payment to below the Scheduled
Payment as of the Cutoff Date) shall be added to the Payahead Balance, and shall
be applied to prepay the Actuarial Receivable but only if the sum of such excess
and the previous  Payahead  Balance  shall be sufficient to prepay the Actuarial
Receivable in full, otherwise such excess shall constitute a Payahead, and shall
increase the Payahead Balance.

         SECTION  4.4 Monthly  Advances.  (a) As of the close of business on the
last day of each  Collection  Period,  if the  payments  by or on  behalf of the
Obligor on an Actuarial  Receivable  (other than a Purchased  Receivable)  after
application under Section 4.3 shall be less than the Scheduled Payment,  whether
as a result of any extension  granted to the Obligor or otherwise,  the Payahead
Balance,  if any,  with  respect  to such  Receivables  shall be  applied by the
Indenture  Trustee to the extent of the  shortfall,  and such  Payahead  Balance
shall be reduced  accordingly.  Next,  subject to the  following  sentence,  the
Servicer  shall make an advance of any  remaining  shortfall  (such  amount,  an
"Actuarial  Advance").  The  Servicer  will be  obligated  to make an  Actuarial
Advance in  respect  of an  Actuarial  Receivable  only to the  extent  that the
Servicer,  in its sole  discretion,  shall determine that the Actuarial  Advance
shall be recoverable from subsequent  collections or recoveries on any Actuarial
Receivable.  With respect to each Actuarial  Receivable,  the Actuarial  Advance
shall increase Outstanding  Actuarial Advances.  Outstanding  Actuarial Advances
shall  be  reduced  by  subsequent  payments  by or on  behalf  of the  Obligor,
collections of Liquidation Proceeds and payments of the Purchase Amount.

                  If the Servicer shall determine that an Outstanding  Actuarial
Advance with respect to any Actuarial  Receivable shall not be recoverable,  the
Servicer shall be reimbursed from any collections  made on other  Receivables in
the Trust,  and  Outstanding  Actuarial  Advances with respect to such Actuarial
Receivable shall be reduced accordingly.

         (b) As of the  close of  business  on the  last day of each  Collection
Period, the Servicer shall advance an amount equal to the amount of interest due
on the Simple  Interest  Receivables  at their  respective  APRs for the related
Collection  Period  (assuming  the  Simple  Interest  Receivables  pay on  their
respective  due dates)  minus the amount of  interest  actually  received on the
Simple Interest Receivables during the related Collection Period (such amount, a
"Simple Interest Advance"). With respect to each Simple Interest Receivable, the
Simple Interest Advance shall increase Outstanding Simple Interest Advances.  If
such calculation  results in a negative number, an amount equal to such negative
number  shall be paid to the  Servicer  and the  amount  of  Outstanding  Simple
Interest  Advances  shall be reduced by such amount.  In addition,  in the event
that a Simple Interest Receivable becomes a Liquidated  Receivable,  Liquidation
Proceeds with respect to a Simple  Interest  Receivable  attributable to accrued
and unpaid  interest  thereon (but not  including  interest for the then current
Collection  Period) shall be paid to the Servicer to reduce  Outstanding  Simple
Interest  Advances,  but only to the extent of any  Outstanding  Simple Interest
Advances.  The  Servicer  shall not make any advance in respect of  principal of
Simple Interest Receivables.

                  If the Servicer shall  determine  that an  Outstanding  Simple
Interest  Advance with respect to any Simple  Interest  Receivable  shall not be
recoverable, the Servicer shall be reimbursed from any collections made on other
Receivables in the Trust,  but only to the extent that such  Outstanding  Simple
Interest Advance  represents accrued and unpaid interest on such Simple Interest
Receivable.  Outstanding  Simple  Interest  Advances with respect to such Simple
Interest Receivable shall be reduced by the amount of such reimbursement.
<PAGE>

         (c) In the event that an Obligor  shall prepay a Receivable in full, if
the  related  contract  did  not  require  such  Obligor  to pay a full  month's
interest,  for the month of  prepayment,  at the APR, the Servicer shall make an
unreimbursable advance of the amount of such interest.

         SECTION 4.5 Servicer  Liquidity  Advances.  If, on a Targeted Scheduled
Distribution Date for any Subclass of Class A Notes, the Issuer has entered into
a binding  agreement with an Eligible  Purchaser for the sale of any VPTNs to be
issued on such Targeted Scheduled  Distribution Date and the Servicer determines
that the  proceeds  from such sale will not be  received  by the  Issuer on that
Targeted  Scheduled  Distribution  Date in time to make  timely  payments on the
related Subclass of Class A Notes on such Targeted Scheduled  Distribution Date,
the Servicer may, in its sole discretion, make a liquidity advance in the amount
equal to the expected proceeds if it determines, in its sole discretion, that it
has received reasonable  assurance from the purchaser of the VPTNs to the effect
that the full amount of the expected  proceeds  will be delivered  not more than
two  Business  Days  after  such  Targeted  Scheduled  Distribution  Date  (such
liquidity advance, a "Servicer Liquidity  Advance").  The Servicer shall deposit
any such  Servicer  Liquidity  Advance  in the  VPTN  Proceeds  Account.  If the
Servicer makes a Servicer Liquidity  Advance,  then promptly upon receipt by the
Issuer  of the  purchase  price of such VPTN from the  Eligible  Purchaser,  the
Indenture  Trustee  shall apply such funds to  reimburse  the  Servicer for that
related Servicer Liquidity Advance,  with interest to the extent any amount paid
by the purchaser with respect to accrued interest on the VPTN.

         SECTION 4.6 Additional  Deposits to Collection  Account and Withdrawals
from Reserve Account.  (a) The Servicer shall deposit in the Collection  Account
the  aggregate  Monthly  Advances  pursuant to Sections  4.4(a) and (b) and. the
aggregate advances pursuant to Section 4.4(c). The Servicer and the Seller shall
deposit in the Collection Account the aggregate Purchase Amounts with respect to
Purchased  Receivables  and the Servicer shall deposit therein all amounts to be
paid under Section 8.1. All such  deposits  with respect to a Collection  Period
shall be made, in immediately available funds, on the Business Day preceding the
Distribution  Date (or,  with the prior consent of the Rating  Agencies,  on the
Distribution Date) related to such Collection Period.

         (b) The Indenture  Trustee shall, on the Distribution  Date relating to
each Collection Period,  make withdrawals from the Reserve Account (i) first, in
an amount equal to the Reserve Account Release Amount, (ii) second, in an amount
equal to the amount (if  positive)  calculated  by the Servicer  pursuant to the
second sentence of Section 4.7(b), (iii) third, in an amount equal to the amount
(if  positive)  calculated  by the  Servicer  pursuant to the third  sentence of
Section  4.7(b) and (iv) fourth,  in an amount equal to the amount (if positive)
calculated by the Servicer  pursuant to the fourth  sentence of Section  4.7(b),
and, in each case, shall deposit such funds into the Collection Account.

         (c) On each Targeted  Scheduled  Distribution  Date, the purchaser of a
VPTN shall deposit in the VPTN Proceeds  Account the purchase price of any VPTNs
issued by the Issuer on such Distribution Date pursuant to Section 2.2(d) of the
Indenture  and Section  2(b) of the  Administration  Agreement  and the Servicer
shall deposit any Servicer  Liquidity  Advance made by the Servicer  pursuant to
Section 4.5.

         SECTION 4.7 Distributions. (a) On each Distribution Date, the Indenture
Trustee shall cause to be made the following  transfers and distributions in the
amounts set forth in the Servicer's Certificate for such Distribution Date:

         (i) From the  Payahead  Account,  or from the Servicer in the event the
         provisions of Section  4.1(e) above are  applicable,  to the Collection
         Account,  in immediately  available funds, (x) the portion of Payaheads
         constituting  Scheduled  Payments or prepayments  in full,  required by
         Sections 4.3 and 4.4(a), and (y) the Payahead Balance, if any, relating
         to any Purchased Receivable.

         (ii) From the  Collection  Account to the Payahead  Account,  or to the
         Servicer  in the event  the  provisions  of  Section  4.1(e)  above are
         applicable,  in immediately  available funds,  the aggregate  Payaheads
         required  by  Section  4.3 for the  Collection  Period  related to such
         Distribution Date.

         (iii)  From the  Principal  Distribution  Account  to the  Accumulation
         Account,  in immediately  available  funds, the amount specified as the
         deposit  to the  Accumulation  Account  in the  Servicer's  Certificate
         required  by  Section  3.9 for the  Collection  Period  related to such
         Distribution Date.
<PAGE>

         (iv)  From the  Collection  Account  to the  Servicer,  in  immediately
         available funds,  repayment of Outstanding Monthly Advances pursuant to
         Sections 4.4(a) and (b).

         (b) Prior to each  Distribution  Date,  the Servicer shall on or before
each Determination Date calculate the Available Collections, the Reserve Account
Release Amount, the Accumulation  Amount, the Available Funds, the Servicing Fee
and all unpaid  Servicing Fees from prior Collection  Periods,  if any, the Swap
Payment, any Swap Termination  Payment,  the Accrued Class A Note Interest,  the
Accrued VPTN Interest,  the First Priority  Principal  Distribution  Amount, the
Accrued  Class B Note  Interest,  the  Second  Priority  Principal  Distribution
Amount,  the  Accrued  Class  C  Certificate  Interest,   the  Accrued  Class  D
Certificate  Interest , the Regular  Principal  Distribution  Amount and if such
Distribution Date is a Targeted  Scheduled  Distribution Date, the amount of any
VPTN to be issued.  In addition,  the Servicer shall calculate on or before each
Determination  Date the difference,  if any,  between the Total Required Payment
and the Available Funds and,  pursuant to Section 4.6(b),  the Indenture Trustee
shall withdraw  funds from the Reserve  Account in an amount equal to the lesser
of such difference (if positive) or the balance of such Reserve  Account.  On or
before  the  Determination  Date  immediately   preceding  the  Final  Scheduled
Distribution  Date  with  respect  to any  Class  of Notes  or  either  Class of
Certificates,  the Servicer shall calculate the difference,  if any, between (i)
the amount  required to pay such Class of Notes or such Class of Certificates in
full in accordance with the priorities set forth in Sections 4.7(c) and (d), and
(ii) the sum of the Available  Funds plus the amount  withdrawn from the Reserve
Account in  accordance  with the  preceding  sentence,  and  pursuant to Section
4.6(b),  the Indenture  Trustee shall withdraw funds from the Reserve Account in
the amount of such difference (if positive).  The Servicer also shall calculate,
on or before each  Determination  Date, (i) the sum of the Available  Funds plus
the  amounts  withdrawn  from the  Reserve  Account in  accordance  with the two
immediately  preceding  sentences  plus the amount  remaining  on deposit in the
Reserve  Account  after the  withdrawal  of such  amounts,  and (ii) the  amount
required to pay the  Servicing  Fee and  principal and interest of each Class of
Notes and  Certificates  in full in accordance  with the priorities set forth in
Sections 4.7(c) and (d), and, if the amount determined pursuant to clause (i) of
this sentence is greater than the amount  determined  pursuant to clause (ii) of
this sentence, the Indenture Trustee, pursuant to Section 4.6(b), shall withdraw
funds from the Reserve  Account in an amount which is,  together with  Available
Funds and the amounts  withdrawn from the Reserve Account in accordance with the
two immediately  preceding sentences,  sufficient to pay the amount specified in
clause (ii) of this sentence.

         (c)  On  each  Distribution  Date,  the  Servicer  shall  instruct  the
Indenture  Trustee  (based  on  the  information  contained  in  the  Servicer's
Certificate  delivered on or before the related  Determination  Date pursuant to
Section 3.9), to make the following  withdrawals from the Collection Account and
make deposits,  distributions and payments,  to the extent of Available Funds on
deposit  in  the  Collection  Account  with  respect  to the  Collection  Period
preceding  such  Distribution  Date  (including  investment  earnings,  if  any,
transferred from the Accumulation  Account pursuant to Section 4.1(f) and funds,
if any,  transferred from the Payahead Account pursuant to this Section 4.7) and
funds deposited  therein from the Reserve Account pursuant to Section 4.6(b), in
the following order of priority:

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

         (ii)       second, to the Swap Counterparty, the Swap Payment;


<PAGE>



         (iii) third, with the same priority and ratably, in accordance with the
         outstanding  principal  balance of the Class A Notes,  the  outstanding
         principal  balance of the VPTNs and the amount of any Swap  Termination
         Payment due and payable by the Issuer to the Swap  Counterparty  (1) to
         the Class A Noteholders,  the Accrued Class A Note Interest, (2) to the
         VPTN  Noteholders,  the  Accrued  VPTN  Interest  and  (3) to the  Swap
         Counterparty,  any Swap  Termination  Payment;  provided,  that, if any
         amounts  allocable  to the Class A Notes or VPTNs are not needed to pay
         interest due on such Notes,  such  amounts  shall be applied to pay the
         portion,  if any, of any Swap  Termination  Payment  remaining  unpaid;
         provided,  further, that if there are not sufficient funds available to
         pay the entire  amount of the Accrued Class A Note  Interest,  payments
         among  the  Class A Notes  will be made pro  rata and if there  are not
         sufficient funds available to pay the entire amount of the Accrued VPTN
         Interest, payments among the VPTNs will be made pro rata;

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

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

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

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

         (viii) eighth, to the Certificate Interest Distribution Account, the
         Accrued Class D Certificate Interest.

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


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

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

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

         (d)  On  each  Distribution  Date,  the  Servicer  shall  instruct  the
Indenture  Trustee  (based  on  the  information  contained  in  the  Servicer's
Certificate  delivered on or before the related  Determination  Date pursuant to
Section  3.9),  to withdraw the funds on deposit in the  Principal  Distribution
Account,  any  funds  on  deposit  in the  Accumulation  Account  (exclusive  of
investment  earnings)  and, if such  Distribution  Date is a Targeted  Scheduled
Distribution  Date,  any funds on deposit in the VPTN Proceeds  Account and make
distributions and payments in the following order of priority:


<PAGE>



         (1)      FIRST,  to the  holders  of the  Class A Notes  and  VPTNs  in
                  reduction  of  principal  until the  principal  amounts of the
                  outstanding Class A Notes and VPTNs have been paid in full, in
                  accordance with the following:

                           (A)      On each Targeted Scheduled Distribution Date
                                    for a Subclass of Class A Notes,

                           (i)      first,

                                    (a) from amounts on deposit in the Principal
                                    Distribution  Account to the  holders of the
                                    outstanding   VPTNs,   if  any,   the   VPTN
                                    Percentage   of  such   amounts   until  all
                                    outstanding VPTNs are paid in full; and

                                    (b) from amounts on deposit in the Principal
                                    Distribution  Account to the  holders of the
                                    Subclass  of  Class  A  Notes,  the  Class A
                                    Percentage   of  such   amounts   until  the
                                    principal   amount   of  the   Subclass   or
                                    Subclasses  of  Class  A  Notes  which  have
                                    reached or passed their  Targeted  Scheduled
                                    Distribution Date have been paid in full;

                           (ii)     second,  from  amounts  on  deposit  in  the
                                    Accumulation Account, if any, to the holders
                                    of such  Subclass of Class A Notes which has
                                    reached its Targeted Scheduled  Distribution
                                    Date until paid in full;

                           (iii)    third,  from  amounts on deposit in the VPTN
                                    Proceeds  Account  to the  holders  of  such
                                    Subclass  or  Subclasses  of  Class  A Notes
                                    which have reached or passed their  Targeted
                                    Scheduled  Distribution  Date  until paid in
                                    full; and

                           (iv)     fourth,   from  any  remaining   amounts  on
                                    deposit   in  the   Principal   Distribution
                                    Account to the  holders  of the VPTNs  until
                                    paid in full, and then any remaining amounts
                                    will  be  deposited   to  the   Accumulation
                                    Account if any Class A Notes are outstanding
                                    which  have  not  reached  or  passed  their
                                    Targeted Scheduled Distribution Date.

                  (B)      On each Distribution Date that is not a Targeted
                           Scheduled Distribution Date for a Subclass of Class A
                           Notes and is not during a Curable Sequential
                           Amortization Period or an Extended Sequential
                           Amortization Period,

                           (i)      first,   from  amounts  on  deposit  in  the
                                    Principal   Distribution   Account   to  the
                                    holders of the  outstanding  VPTNs,  if any,
                                    until all  outstanding  VPTNs have been paid
                                    in full; and

                           (ii)     second, if any Class A Notes remain
                                    outstanding, the remainder, if any, to the
                                    Accumulation Account.

              (C)          On each  Distribution  Date  that  is not a  Targeted
                           Scheduled Distribution Date for a Subclass of Class A
                           Notes and is during a Curable Sequential Amortization
                           Period,

                           (i)      first,

                                    (a)     from   amounts  on  deposit  in  the
                                            Principal  Distribution  Account  to
                                            the   holders  of  the   outstanding
                                            VPTNs,  if any, the VPTN  Percentage
                                            of   such    amounts    until    all
                                            outstanding  VPTNs have been paid in
                                            full;


<PAGE>



                                    (b)     from   amounts  on  deposit  in  the
                                            Principal  Distribution  Account  to
                                            the holders of the Subclass of Class
                                            A Notes  which  was not paid in full
                                            on    its     Targeted     Scheduled
                                            Distribution   Date,   the  Class  A
                                            Percentage of such amounts until the
                                            principal amount of such Subclass of
                                            Class A Notes has been paid in full;
                                            and

                           (ii)     second,   from  any  remaining   amounts  on
                                    deposit   in  the   Principal   Distribution
                                    Account,  to the  holders of the VPTNs until
                                    paid in full, and then any remaining amounts
                                    will  be  deposited   to  the   Accumulation
                                    Account   if   any   Class   A   Notes   are
                                    outstanding,

              (D)          On each  Distribution  Date  that  is not a  Targeted
                           Scheduled Distribution Date for a Subclass of Class A
                           Notes   and  is   during   an   Extended   Sequential
                           Amortization Period,

                           (i)      from  amounts on  deposit  in the  Principal
                                    Distribution  Account to the  holders of all
                                    of the  outstanding  Subclasses  of  Class A
                                    Notes the Class A Percentage  of all amounts
                                    on  deposit  in the  Principal  Distribution
                                    Account  until the  principal  amount of all
                                    such outstanding Subclasses of Class A Notes
                                    have  been  paid in full,  in the  following
                                    order of priority:

                                            (a) first, to the Noteholders of the
                                            Class  A-1  Notes  in  reduction  of
                                            principal until the principal amount
                                            of the  Outstanding  Class A-1 Notes
                                            has been paid in full;

                                                     (b)    second,    to    the
                                            Noteholders  of the  Class A-2 Notes
                                            in reduction of principal  until the
                                            principal  amount of the Outstanding
                                            Class  A-2  Notes  has been  paid in
                                            full;


                                                     (c)    third,     to    the
                                            Noteholders  of the  Class A-3 Notes
                                            in reduction of principal  until the
                                            principal  amount of the Outstanding
                                            Class  A-3  Notes  has been  paid in
                                            full;

                                                     (d)    fourth,    to    the
                                            Noteholders  of the  Class A-4 Notes
                                            in reduction of principal  until the
                                            principal  amount of the Outstanding
                                            Class  A-4  Notes  has been  paid in
                                            full;

                                                     (e)    fifth,     to    the
                                            Noteholders  of the  Class A-5 Notes
                                            in reduction of principal  until the
                                            principal  amount of the Outstanding
                                            Class  A-5  Notes  has been  paid in
                                            full; and

                                    (ii)  from   amounts   on   deposit  in  the
                                    Principal   Distribution   Account   to  the
                                    holders  of the  VPTNs,  if  any,  the  VPTN
                                    Percentage   of  such   amounts   until  all
                                    outstanding VPTNs have been paid in full;
<PAGE>

         (2)      SECOND,  to the holders of the Class B Notes in  reduction  of
                  principal until the principal amount of the outstanding  Class
                  B Notes has been paid in full;

         (3)      THIRD to the Certificate Principal Distribution Account, until
                  the Certificate  Balance of the Class C Certificates  has been
                  paid in full;

         (4)      FOURTH,  to the Certificate  Principal  Distribution  Account,
                  until the Certificate  Balance of the Class D Certificates has
                  been paid in full; and

         (5)      FIFTH, to the seller, any funds remaining on deposit in the
                  Principal Distribution Account;


provided,  in each case, that in the event there are not sufficient funds to pay
the  principal  amount of all Notes or  Certificates  within a Subclass or Class
having the same priority, principal payments shall be made to each holder within
such Subclass or Class on a pro rata basis,  and provided,  further,  all of the
Subclasses  of Class A Notes  will be paid  sequentially,  so that no  principal
payments will be made on any Subclass of Class A Notes,  until all Subclasses of
Class A Notes with a lower  numerical  designation  have been paid in full;  and
provided  further  if at any time more than one VPTN is  outstanding,  principal
will be paid to the VPTNs sequentially, with the earliest issued VPTN being paid
in full before any principal is paid to any VPTN with a later issuance date.

         SECTION  4.8 Reserve  Account.  (a)(i) The Seller  shall,  prior to the
Closing Date, establish and maintain an account in the name "The Chase Manhattan
Bank as  Indenture  Trustee,  as secured  party for Ford Credit Auto Owner Trust
2000-D" at a Qualified  Institution or Qualified Trust Institution,  which shall
be designated as the "Reserve  Account" (the Reserve Account,  together with the
Collection  Account  (including  the  Principal   Distribution   Account),   the
Accumulation Account and the VPTN Proceeds Account,  the "Trust Accounts").  The
Reserve  Account  shall be under the sole  dominion and control of the Indenture
Trustee; provided, that the Servicer may make deposits to the Reserve Account in
accordance  with  the  Basic  Documents  and so long as no  Default  or Event of
Default shall have  occurred and be continuing  all or a portion of the funds in
the Reserve Account shall be invested by the applicable Qualified Institution or
Qualified  Trust  Institution  maintaining  such account at the direction of the
Seller in Permitted  Investments without requiring any action from the Indenture
Trustee.  The Seller  shall not direct the  Qualified  Institution  or Qualified
Trust Institution  maintaining the Reserve Account to make any investment of any
funds or to sell any investment  held in the Reserve Account unless the security
interest Granted and perfected in such account in favor of the Indenture Trustee
will  continue to be perfected in such  investment or the proceeds of such sale,
in either case without any further action by any Person, and, in connection with
any direction by the Seller to make any such investment or sale, if requested by
the applicable Qualified Institution or Qualified Trust Institution,  the Seller
shall deliver to such Qualified  Institution or Qualified  Trust  Institution an
Opinion of Counsel,  acceptable to such Qualified Institution or Qualified Trust
Institution,  to such  effect.  If (i) the  Seller  shall  have  failed  to give
investment  directions  for any funds on deposit in the  Reserve  Account to the
Qualified Institution or Qualified Trust Institution maintaining such account by
11:00 a.m.  New York Time (or such other time as may be agreed by the Issuer and
such Qualified  Institution or Qualified Trust  Institution) on the Business Day
preceding each Distribution  Date, (ii) 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 of the Indenture or
(iii) the Notes shall have been  declared due and payable  following an Event of
Default,  amounts  collected or receivable  from the Indenture  Trust Estate are
being  applied in  accordance  with Section 5.4 of the Indenture as if there had
not been such a declaration,  then the Qualified  Institution or Qualified Trust
Institution shall, to the fullest extent practicable,  invest and reinvest funds
in the Reserve Account in one or more Permitted  Investments described in clause
(b) of the  definition  thereof.  The Reserve  Account will be  established  and
maintained  pursuant to an account agreement which specifies New York law as the
governing  law.  In  addition,  the Reserve  Account  shall be  established  and
maintained  at a Qualified  Institution  or Qualified  Trust  Institution  which
agrees in writing that for so long as the Notes are  outstanding  it will comply
with  entitlement  orders (as defined in Article 8 of the UCC) originated by the
Indenture  Trustee without  further consent of the Issuer.  On the Closing Date,
the Seller shall deposit the Reserve  Initial  Deposit into the Reserve  Account
from the net proceeds of the sale of the Notes and the Certificates. The Reserve
Account and all amounts,  securities,  investments,  financial  assets and other
property  deposited in or credited to the Reserve  Account  (such  amounts,  the
"Reserve Account  Property")  shall be held by the Indenture  Trustee as secured
party for the  benefit  of the  Noteholders  and,  after  payment in full of the
Notes, as agent of the Owner Trustee and as part of the Trust Property,  and all
deposits to and withdrawals from therefrom shall be made only upon the terms and
conditions of the Basic Documents.
<PAGE>

              The Reserve Account  Property  shall,  to the extent  permitted by
applicable law, rules and  regulations,  be invested,  as directed in writing by
the Seller, by the bank or trust company then maintaining the Reserve Account in
Permitted  Investments that mature not later than the Business Day preceding the
next Distribution Date and such Permitted Investments shall be held to maturity;
provided,  however, that upon satisfaction of the Rating Agency Condition, funds
in the Reserve  Account may be invested in Permitted  Investments  that will not
mature prior to the next  Distribution  Date and will not be required to be sold
or  liquidated  to meet any  shortfalls  that may occur.  All interest and other
income  (net of losses  and  investment  expenses)  on funds on  deposit  in the
Reserve Account shall be deposited therein.  In the event the Reserve Account is
no  longer to be  maintained  at the  corporate  trust  department  of The Chase
Manhattan  Bank,  the  Seller  shall,  with  the  Indenture  Trustee's  or Owner
Trustee's  assistance as necessary,  cause the Reserve  Account to be moved to a
Qualified  Institution or a Qualified Trust Institution within ten (10) Business
Days (or such longer  period not to exceed thirty (30) calendar days as to which
each Rating Agency may consent).

         (ii)   With respect to Reserve Account Property:

                  (A) any Reserve Account  Property that is a "financial  asset"
                  as  defined  in  Section  8-102(a)(9)  of  the  UCC  shall  be
                  physically delivered to, or credited to an account in the name
                  of, the Qualified  Institution or Qualified Trust  Institution
                  maintaining  the  Reserve  Account  in  accordance  with  such
                  institution's  customary procedures such that such institution
                  establishes  a  "securities   entitlement"  in  favor  of  the
                  Indenture Trustee with respect thereto; and

                  (B) any  Reserve  Account  Property  that  is held in  deposit
                  accounts  shall be held  solely  in the name of the  Indenture
                  Trustee  at one or more  depository  institutions  having  the
                  Required Rating and each such deposit account shall be subject
                  to the exclusive  custody and control of the Indenture Trustee
                  and the Indenture Trustee shall have sole signature  authority
                  with respect thereto.

         (iii)  Except for any  deposit  accounts  specified  in clause  (ii)(B)
         above,  the Reserve  Account shall only be invested in securities or in
         other  assets  which  the  Qualified  Institution  or  Qualified  Trust
         Institution   maintaining  the  Reserve  Account  agrees  to  treat  as
         "financial assets" as defined in Section 8-102(a)(9) of the UCC.


         (b) If the Servicer pursuant to Section 4.4 determines on or before any
Determination Date that it is required to make a Monthly Advance and does not do
so from its own funds,  the  Servicer  shall  promptly  instruct  the  Indenture
Trustee in writing to withdraw  funds,  in an amount  specified by the Servicer,
from the Reserve Account and deposit them in the Collection Account to cover any
shortfall.  Such  payment  shall be deemed  to have  been  made by the  Servicer
pursuant to Section 4.4 for  purposes of making  distributions  pursuant to this
Agreement,  but shall not otherwise satisfy the Servicer's obligation to deliver
the amount of the Monthly  Advances to the Indenture  Trustee,  and the Servicer
shall within two Business Days replace any funds in the Reserve Account so used.

         (c) Following the payment in full of the aggregate  principal amount of
the Notes and the Aggregate  Certificate  Balance and of all other amounts owing
or to be distributed  hereunder or under the Indenture or the Trust Agreement to
Noteholders  and  Certificateholders  and  the  termination  of the  Trust,  any
remaining Reserve Account Property shall be distributed to the Seller.

         (d) The Seller shall be permitted to sell,  transfer,  convey or assign
in any manner its  rights in the  Reserve  Account  under this  Section  4.8(c),
together with its rights to receive  amounts  under  Section  4.7(c)(xi) of this
Agreement and Sections 5.4(b)(ix) and 8.2(c)(xi) of the Indenture, provided that
each of the following:
<PAGE>

              (i)   the Rating Agency Condition is satisfied with respect such
         action;

              (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; and

              (iii)  the  transferee  or  assignee  agrees  in  writing  to take
         positions for federal and any  Applicable Tax State income tax purposes
         consistent with the tax positions taken previously by the Seller.


         SECTION 4.9 Net  Deposits.  For so long as (i) Ford Credit shall be the
Servicer,  (ii) the Servicer shall be entitled  pursuant to Section 4.2 to remit
collections  on a monthly basis rather than within two Business Days of receipt,
and (iii) the Servicer  shall be entitled  pursuant to Section  4.1(e) to retain
Payaheads rather than deposit them in the Payahead Account. Ford Credit may make
the remittances  pursuant to Sections 4.2, 4.5 and 4.6 above,  net of amounts to
be  distributed  to Ford Credit  pursuant to Section  4.7(c).  Nonetheless,  the
Servicer  shall  account  for  all  of  the  above  described   remittances  and
distributions  except  for  the  Supplemental  Servicing  Fee in the  Servicer's
Certificate as if the amounts were deposited and/or transferred separately.

         SECTION 4.10 Statements to Noteholders and Certificateholders.  On each
Distribution  Date,  the Servicer  shall provide to the Indenture  Trustee (with
copies to the Rating  Agencies  and each Note  Paying  Agent) for the  Indenture
Trustee to forward to each  Noteholder  of record as of the most  recent  Record
Date and to the Owner  Trustee  (with copies to the Rating  Agencies and to each
Certificate   Paying   Agent)   for  the  Owner   Trustee  to  forward  to  each
Certificateholder  of record as of the most recent Record Date a statement based
on information in the Servicer's  Certificate furnished pursuant to Section 3.9,
setting forth for the Collection  Period relating to such  Distribution Date the
following  information  as to the  Notes  and  the  Certificates  to the  extent
applicable:

              (i)   the amount of such distribution allocable to principal
         allocable to each Class or Subclass, as applicable, of the Notes and
         the Certificates;

              (ii)  the amount of such distribution allocable to interest
         allocable to each Class or Subclass, as applicable, of the Notes and
         the Certificates;

              (iii) the amount of any draws from the Reserve Account, if any;

              (iv)  the Pool Balance as of the close of business on the last day
         of the preceding Collection Period;

              (v)   the Specified Overcollateralization Amount and the Specified
         Credit Enhancement Amount as of such Distribution Date;

              (vi) the amount of the  Servicing  Fee paid to the  Servicer  with
         respect to the related  Collection  Period and the amount of any unpaid
         Servicing  Fees and the  change in such  amount  from that of the prior
         Distribution Date;

              (vii) the amounts of the Noteholders' Interest Carryover Shortfall
         and the  Certificateholders'  Interest Carryover Shortfall,  if any, on
         such  Distribution  Date  and the  change  in  such  amounts  from  the
         preceding Distribution Date;

              (viii) the aggregate outstanding principal amount of each Class of
         Notes,  the Note Pool Factor for each Class of Notes,  the  Certificate
         Balance of each Class of Certificates  and the Certificate  Pool Factor
         for each Class of Certificates as of such Distribution Date;

              (ix) the  amount  of any  previously  due and  unpaid  payment  of
         principal of the Notes or of the  Certificate  Balance,  as applicable,
         and the change in such amount from that of the prior Distribution Date;

              (x) the balance of the Reserve Account on such  Distribution  Date
         (specifying  any increase in the balance of the Reserve  Account due to
         an  increase in the  amounts on deposit in the  Accumulation  Account),
         after giving effect to distributions made on such Distribution Date and
         the change in such balance from the preceding Distribution Date;

              (xi) the balance of the Accumulation  Account on such Distribution
         Date,  after giving effect to distributions  made on such  Distribution
         Date and the change in such  balance  from the  preceding  Distribution
         Date;


<PAGE>



              (xii) the amount of the aggregate Realized Losses, if any, with
         respect to the related Collection Period;

              (xiii) the aggregate Purchase Amount of Receivables repurchased by
         the Seller or purchased by the Servicer, if any, with respect to the
         related Collection Period;

              (xiv)  the amount of Monthly Advances, if any, on such
         Distribution Date (stating separately the amount of Actuarial Advances
         and Simple Interest Advances); and

              (xv)  the issuance date and the outstanding principal balances of
         each Outstanding VPTN;

              (xvi) whether a Curable Sequential Amortization Period has
         occurred and is continuing; and

              (xvii) whether the Extended Sequential Amortization Period has
         occurred.

              Each amount set forth on the Distribution Date statement  pursuant
to clauses (i), (ii),  (vi), (vii) and (ix) above shall be expressed as a dollar
amount per $1,000 of original principal amount or original  Certificate  Balance
of a Note or a Certificate, as applicable.

                                    ARTICLE V

                                   THE SELLER

         SECTION 5.1  Representations and Warranties of Seller. The Seller makes
the following  representations  and  warranties on which the Issuer is deemed to
have relied in acquiring the Trust Property.  The representations and warranties
speak as of the execution  and delivery of this  Agreement and shall survive the
conveyance  of the Trust  Property  to the Issuer and the pledge  thereof by the
Issuer to the Indenture Trustee pursuant to the Indenture:


         (a)  Organization  and Good  Standing.  The Seller shall have been duly
organized  and  shall be  validly  existing  as a  limited  partnership  in good
standing  under the laws of the State of Delaware,  with power and  authority to
own its  properties  and to conduct  its  business as such  properties  shall be
currently  owned  and  such  business  is  presently  conducted,  and had at all
relevant times, and shall have, power,  authority and legal right to acquire and
own the Receivables.

         (b)  Due  Qualification.  The  Seller  shall  be duly  qualified  to do
business  as a foreign  limited  partnership  in good  standing,  and shall have
obtained all necessary  licenses and approvals in all jurisdictions in which the
ownership or lease of property or the conduct of its business shall require such
qualifications.

         (c) Power and Authority.  The Seller shall have the power and authority
to execute and deliver this Agreement and the other Basic  Documents to which it
is a party and to carry out their  terms.  The Seller  shall have full power and
authority  to convey and assign the  property to be conveyed and assigned to and
deposited with the Issuer and has duly authorized such conveyance and assignment
to the  Issuer  by all  necessary  action;  and  the  execution,  delivery,  and
performance  of this  Agreement  and the other Basic  Documents to which it is a
party shall have been duly  authorized,  executed and delivered by the Seller by
all necessary action.

         (d) Valid Conveyance; Binding Obligation. This Agreement shall evidence
a valid  transfer,  assignment and conveyance of the  Receivables  and the other
Trust  Property  conveyed  by the  Seller to the Issuer  hereunder,  enforceable
against creditors of and purchasers from the Seller;  and this Agreement and the
other Basic Documents to which the Seller is a party  constitute  legal,  valid,
and  binding  obligations  of the  Seller,  enforceable  against  the  Seller in
accordance  with their  terms,  subject,  as to  enforceability,  to  applicable
bankruptcy,   insolvency,   reorganization,    conservatorship,    receivership,
liquidation and other similar laws and to general equitable principles.


<PAGE>



         (e) No Violation. The consummation of the transactions  contemplated by
this Agreement and the other Basic  Documents to which the Seller is a party and
the  fulfillment of the terms hereof and thereof will not conflict with,  result
in any breach of any of the terms and  provisions  of, nor  constitute  (with or
without  notice or lapse of time or both) a default  under  the  Certificate  of
Limited Partnership or Limited Partnership Agreement,  any indenture,  mortgage,
deed of trust, loan agreement,  guarantee,  lease financing agreement or similar
agreement or instrument to which the Seller is a party or by which the Seller is
bound;  nor  result  in the  creation  or  imposition  of any  lien,  charge  or
encumbrance  upon  any of its  properties  pursuant  to the  terms  of any  such
indenture,  mortgage, deed of trust, loan agreement,  guarantee, lease financing
agreement  or similar  agreement or  instrument;  nor violate any law or, to the
best of the Seller's knowledge, any order, rule, or regulation applicable to the
Seller of any federal or State regulatory body,  administrative agency, or other
governmental   instrumentality  having  jurisdiction  over  the  Seller  or  its
properties.

         (f) No Proceedings. There are no proceedings or investigations pending,
or, to the Seller's best  knowledge,  threatened,  before any court,  regulatory
body,  administrative  agency,  or  other  governmental  instrumentality  having
jurisdiction over the Seller or its properties:  (i) asserting the invalidity of
this Agreement,  the Indenture,  any of the other Basic Documents,  the Notes or
the  Certificates,  (ii)  seeking to prevent  the  issuance  of the Notes or the
Certificates or the consummation of any of the transactions contemplated by this
Agreement, the Indenture or any of the other Basic Documents,  (iii) seeking any
determination   or  ruling  that  might  materially  and  adversely  affect  the
performance  by the  Seller  of  its  obligations  under,  or  the  validity  or
enforceability  of,  this  Agreement,  the  Indenture,  any of the  other  Basic
Documents,  the Notes or the  Certificates,  or (iv)  relating to the Seller and
which might adversely affect the federal or Applicable Tax State income, excise,
franchise or similar tax attributes of the Notes or the Certificates.

         SECTION  5.2  Liability  of Seller;  Indemnities.  The Seller  shall be
liable in accordance herewith only to the extent of the obligations specifically
undertaken  by the  Seller  under  this  Agreement,  and  hereby  agrees  to the
following:

         (a) The Seller shall indemnify,  defend,  and hold harmless the Issuer,
the Owner Trustee and the Indenture  Trustee from and against any taxes that may
at any time be asserted  against any such Person with  respect to, and as of the
date of, the  conveyance  of the  Receivables  to the Issuer or the issuance and
original  sale of the Notes and the  Certificates,  including  any sales,  gross
receipts, general corporation, tangible personal property, privilege, or license
taxes (but, in the case of the Issuer,  not  including  any taxes  asserted with
respect to ownership of the Receivables or federal or other Applicable Tax State
income taxes arising out of the transactions  contemplated by this Agreement and
the other Basic Documents) and costs and expenses in defending against the same.

         (b) The Seller shall indemnify,  defend,  and hold harmless the Issuer,
the  Owner   Trustee,   the  Indenture   Trustee,   the   Noteholders   and  the
Certificateholders  from and against any loss,  liability or expense incurred by
reason of (i) the Seller's willful misfeasance,  bad faith, or negligence (other
than errors in judgment) in the  performance of its duties under this Agreement,
or by reason of reckless  disregard  of its  obligations  and duties  under this
Agreement and (ii) the Seller's violation of federal or State securities laws in
connection with the registration or the sale of the Notes or the Certificates.

         (c) The Seller  shall  indemnify,  defend and hold  harmless  the Owner
Trustee and the  Indenture  Trustee and their  respective  officers,  directors,
employees  and agents  from and  against all costs,  expenses,  losses,  claims,
damages  and  liabilities  arising out of or  incurred  in  connection  with the
acceptance or performance of the trusts and duties  contained  herein and in the
Trust Agreement,  in the case of the Owner Trustee, and in the Indenture, in the
case of the  Indenture  Trustee,  except to the extent that such cost,  expense,
loss, claim, damage or liability: (i) in the case of the Owner Trustee, shall be
due to the willful  misfeasance,  bad faith or negligence  (except for errors in
judgment) of the Owner Trustee or, in the case of the Indenture  Trustee,  shall
be due to the willful misfeasance, bad faith or negligence (except for errors in
judgment) of the  Indenture  Trustee;  or (ii) in the case of the Owner  Trustee
shall arise from the breach by the Owner  Trustee of any of its  representations
or  warranties  set forth in Section 7.3 of the Trust  Agreement or (iii) in the
case of the  Indenture  Trustee  shall  arise from the  breach by the  Indenture
Trustee of any of its representations and warranties set forth in the Indenture.

         (d) The Seller shall pay any and all taxes levied or assessed  upon all
or any part of the Owner Trust Estate.
<PAGE>

         (e)   Indemnification   under  this  Section  5.2  shall   survive  the
resignation  or removal of the Owner  Trustee or the  Indenture  Trustee and the
termination of this Agreement and shall include, without limitation,  reasonable
fees and  expenses of counsel and  expenses of  litigation.  If the Seller shall
have made any indemnity  payments pursuant to this Section 5.2 and the Person to
or on behalf of whom such payments are made thereafter shall collect any of such
amounts  from  others,  such Person  shall  promptly  repay such  amounts to the
Seller, without interest.

         SECTION  5.3  Merger  or   Consolidation   of,  or  Assumption  of  the
Obligations  of,  Seller.  Any Person (i) into which the Seller may be merged or
consolidated,  (ii) resulting from any merger,  conversion,  or consolidation to
which the Seller  shall be a party,  (iii)  succeeding  to the  business  of the
Seller,  or (iv) more than 50% of the voting stock of which is owned directly or
indirectly by Ford Motor  Company,  which Person in any of the  foregoing  cases
executes an agreement of assumption  to perform  every  obligation of the Seller
under this  Agreement,  will be the successor to the Seller under this Agreement
without the  execution  or filing of any document or any further act on the part
of any of the parties to this Agreement;  provided, however, that (x) the Seller
shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's
Certificate and an Opinion of Counsel each stating that such merger, conversion,
consolidation  or succession and such  agreement of assumption  comply with this
Section 5.3 and that all  conditions  precedent,  if any,  provided  for in this
Agreement  relating  to such  transaction  have been  complied  with and (y) the
Seller shall have  delivered to the Owner Trustee and the  Indenture  Trustee an
Opinion of Counsel either (A) stating that, in the opinion of such counsel,  all
financing  statements and  continuation  statements and amendments  thereto have
been  executed  and filed that are  necessary  fully to preserve and protect the
interest  of  the  Issuer  and  the  Indenture  Trustee,  respectively,  in  the
Receivables  and the other  Trust  Property,  and  reciting  the details of such
filings,  or (B) stating that,  in the opinion of such  counsel,  no such action
shall be  necessary  to preserve  and protect  such  interest.  The Seller shall
provide notice of any merger, conversion,  consolidation, or succession pursuant
to this Section 5.3 to the Rating Agencies.  Notwithstanding  anything herein to
the  contrary,  the  execution  of the  foregoing  agreement of  assumption  and
compliance   with  clauses  (x)  and  (y)  above  shall  be  conditions  to  the
consummation  of the  transactions  referred  to in clauses  (i),  (ii) or (iii)
above.

         SECTION 5.4  Limitation  on Liability of Seller and Others.  The Seller
and any officer or employee or agent of the Seller may rely in good faith on the
advice of counsel or on any document of any kind, prima facie properly  executed
and submitted by any Person respecting any matters arising hereunder. The Seller
shall not be under any obligation to appear in,  prosecute,  or defend any legal
action that shall not be incidental to its obligations under this Agreement, and
that in its opinion may involve it in any expense or liability.

         SECTION 5.5 Seller May Own Notes or Certificates.  The Seller,  and any
Affiliate of the Seller,  may in its individual or any other capacity become the
owner or pledgee of Notes or Certificates  with the same rights as it would have
if it were not the Seller or an Affiliate thereof, except as otherwise expressly
provided herein or in the other Basic  Documents.  Except as set forth herein or
in the other Basic  Documents,  Notes and Certificates so owned by or pledged to
the Seller or any such Affiliate shall have an equal and  proportionate  benefit
under the  provisions of this Agreement and the other Basic  Documents,  without
preference, priority, or distinction as among all of the Notes and Certificates.

                                   ARTICLE VI

                                  THE SERVICER

         SECTION  6.1  Representations  of  Servicer.  The  Servicer  makes  the
following  representations  on which the  Issuer  is  deemed  to have  relied in
acquiring the Trust Property.  The representations speak as of the execution and
delivery  of this  Agreement  and  shall  survive  the  conveyance  of the Trust
Property  to the  Issuer and the pledge  thereof by the Issuer  pursuant  to the
Indenture:


<PAGE>



         (a) Organization  and Good Standing.  The Servicer shall have been duly
organized and shall be validly  existing as a corporation in good standing under
the laws of the State of its incorporation,  with power and authority to own its
properties  and to conduct its  business as such  properties  shall be currently
owned and such business is presently  conducted,  and had at all relevant times,
and shall have,  power,  authority,  and legal right to acquire,  own,  sell and
service the Receivables and to hold the Receivable  Files as custodian on behalf
of the Issuer and the Indenture Trustee.

         (b) Due  Qualification.  The  Servicer  shall be duly  qualified  to do
business as a foreign corporation in good standing,  and shall have obtained all
necessary  licenses and approvals in all jurisdictions in which the ownership or
lease of property or the conduct of its business (including the servicing of the
Receivables as required by this Agreement) shall require such qualifications.

         (c)  Power  and  Authority.  The  Servicer  shall  have the  power  and
authority to execute and deliver this Agreement and the other Basic Documents to
which it is a party and to carry out their terms,  and the  execution,  delivery
and performance of this Agreement and the other Basic Documents to which it is a
party shall have been duly authorized, executed and delivered by the Servicer by
all necessary corporate action.

         (d) Binding Obligation. This Agreement and the other Basic Documents to
which the Servicer is a party constitute legal,  valid, and binding  obligations
of the  Servicer,  enforceable  against the  Servicer in  accordance  with their
terms,  subject,  as to enforceability,  to applicable  bankruptcy,  insolvency,
reorganization,  conservatorship,  receivership,  liquidation  and other similar
laws and to general equitable principles.

         (e) No Violation. The consummation of the transactions  contemplated by
this  Agreement  and the other Basic  Documents to which the Servicer is a party
and the  fulfillment  of the terms hereof and thereof  shall not conflict  with,
result in any breach of any of the terms and provisions of, nor constitute (with
or  without  notice  or lapse of time or both) a  default  under  (in each  case
material  to the  Servicer  and its  subsidiaries  considered  as a whole),  the
articles  of  incorporation  or  by-laws  of the  Servicer,  or  any  indenture,
mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or
similar  agreement or instrument to which the Servicer is a party or by which it
shall be bound, nor result in the creation or imposition of any lien,  charge or
encumbrance  (in  each  case  material  to the  Servicer  and  its  subsidiaries
considered as a whole) upon any of its  properties  pursuant to the terms of any
such  indenture,  mortgage,  deed of trust,  loan  agreement,  guarantee,  lease
financing  agreement  or  similar  agreement  or  instrument  (other  than  this
Agreement); nor violate any law or, to the best of the Servicer's knowledge, any
order,  rule,  or  regulation  applicable  to the  Servicer  of any court or any
federal or State regulatory body,  administrative  agency, or other governmental
instrumentality having jurisdiction over the Servicer or its properties.

         (f) No Proceedings. There are no proceedings or investigations pending,
or, to the Servicer's best knowledge,  threatened,  before any court, regulatory
body,  administrative  agency,  or  other  governmental  instrumentality  having
jurisdiction  over the Servicer or its properties:  (i) asserting the invalidity
of this Agreement, the Indenture, any of the other Basic Documents, the Notes or
the  Certificates,  (ii)  seeking to prevent  the  issuance  of the Notes or the
Certificates or the consummation of any of the transactions contemplated by this
Agreement, the Indenture or any of the other Basic Documents,  (iii) seeking any
determination   or  ruling  that  might  materially  and  adversely  affect  the
performance  by the  Servicer  of its  obligations  under,  or the  validity  or
enforceability  of,  this  Agreement,  the  Indenture,  any of the  other  Basic
Documents,  the Notes or the Certificates,  or (iv) relating to the Servicer and
which might adversely affect the federal or Applicable Tax State income, excise,
franchise or similar tax attributes of the Notes or the Certificates.
<PAGE>

         SECTION 6.2  Indemnities  of Servicer.  The Servicer shall be liable in
accordance  herewith  only  to  the  extent  of  the  obligations   specifically
undertaken  by the  Servicer  under this  Agreement,  and  hereby  agrees to the
following:

         (a) The Servicer shall defend,  indemnify and hold harmless the Issuer,
the Owner Trustee, the Delaware Trustee, the Indenture Trustee, the Noteholders,
the  Certificateholders  and the  Seller  from and  against  any and all  costs,
expenses,  losses, damages, claims and liabilities,  arising out of or resulting
from the use, ownership or operation by the Servicer or any Affiliate thereof of
a Financed Vehicle.

         (b) The Servicer shall indemnify,  defend and hold harmless the Issuer,
the Owner  Trustee,  the  Delaware  Trustee and the  Indenture  Trustee from and
against any taxes that may at any time be asserted  against any such Person with
respect to the transactions contemplated herein or in the other Basic Documents,
if any,  including,  without  limitation,  any sales,  gross  receipts,  general
corporation,  tangible personal property,  privilege,  or license taxes (but, in
the case of the Issuer, not including any taxes asserted with respect to, and as
of the date of, the conveyance of the  Receivables to the Issuer or the issuance
and original sale of the Notes and the Certificates, or asserted with respect to
ownership of the  Receivables,  or federal or other  Applicable Tax State income
taxes arising out of the  transactions  contemplated  by this  Agreement and the
other Basic Documents) and costs and expenses in defending against the same.

         (c) The Servicer shall indemnify,  defend and hold harmless the Issuer,
the Owner Trustee, the Delaware Trustee, the Indenture Trustee, the Noteholders,
the  Certificateholders  and the  Seller  from and  against  any and all  costs,
expenses, losses, claims, damages, and liabilities to the extent that such cost,
expense, loss, claim, damage, or liability arose out of, or was imposed upon any
such Person through, the negligence,  willful  misfeasance,  or bad faith (other
than errors in judgment) of the Servicer in the  performance of its duties under
this Agreement or any other Basic Document to which it is a party,  or by reason
of reckless  disregard of its obligations and duties under this Agreement or any
other Basic Document to which it is a party.

         (d) The Servicer shall indemnify,  defend,  and hold harmless the Owner
Trustee, the Delaware Trustee and the Indenture Trustee, as applicable, from and
against all costs, expenses,  losses,  claims,  damages, and liabilities arising
out of or incurred in  connection  with the  acceptance  or  performance  of the
trusts and duties  contained  herein and in the other Basic  Documents,  if any,
except to the extent that such cost, expense, loss, claim, damage, or liability:
(i) shall be due to the willful  misfeasance,  bad faith, or negligence  (except
for  errors in  judgment)  of the Owner  Trustee,  the  Delaware  Trustee or the
Indenture Trustee, as applicable;  (ii) in the case of the Owner Trustee,  shall
arise  from  the  Owner  Trustee's  breach  of  any of  its  representations  or
warranties  set forth in Section 7.3 of the Trust  Agreement  or, in the case of
the  Indenture  Trustee,  from  the  Indenture  Trustee's  breach  of any of its
representations  or warranties set forth in the Indenture;  or (iii) in the case
of the Indenture  Trustee,  shall arise out of or be incurred in connection with
the performance by the Indenture  Trustee of the duties of a Successor  Servicer
hereunder.

              For purposes of this Section 6.2, in the event of the  termination
of the rights and obligations of Ford Credit (or any successor  thereto pursuant
to Section 7.2) as Servicer  pursuant to Section 7.1, or a  resignation  by such
Servicer  pursuant to this Agreement,  such Servicer shall be deemed to continue
to be the Servicer pending  appointment of a Successor  Servicer (other than the
Indenture Trustee) pursuant to Section 7.2.

         (e)  Indemnification  under  this  Section  6.2 by Ford  Credit (or any
successor  thereto  pursuant to Section  7.2) as  Servicer,  with respect to the
period such  Person was (or was deemed to be) the  Servicer,  shall  survive the
termination  of such  Person as  Servicer  or a  resignation  by such  Person as
Servicer as well as the  termination  of this  Agreement or the  resignation  or
removal of the Owner Trustee,  the Delaware Trustee or the Indenture Trustee and
shall  include   reasonable  fees  and  expenses  of  counsel  and  expenses  of
litigation.  If the Servicer shall have made any indemnity  payments pursuant to
this  Section 6.2 and the Person to or on behalf of whom such  payments are made
thereafter  shall  collect any of such amounts  from  others,  such Person shall
promptly repay such amounts to the Servicer, without interest.
<PAGE>

         SECTION  6.3  Merger  or   Consolidation   of,  or  Assumption  of  the
Obligations of,  Servicer.  Any Person (i) into which the Servicer may be merged
or consolidated, (ii) resulting from any merger, conversion, or consolidation to
which the Servicer  shall be a party,  (iii)  succeeding  to the business of the
Servicer, or (iv) so long as Ford Credit acts as Servicer,  any corporation more
than 50% of the voting stock of which is owned  directly or  indirectly  by Ford
Motor Company,  which Person in any of the foregoing cases executes an agreement
of assumption to perform every  obligation of the Servicer under this Agreement,
will be the successor to the Servicer under this Agreement without the execution
or filing of any paper or any  further  act on the part of any of the parties to
this Agreement; provided, however, that (x) the Servicer shall have delivered to
the Owner  Trustee and the  Indenture  Trustee an Officer's  Certificate  and an
Opinion of Counsel each stating that such merger, conversion,  consolidation, or
succession  and such  agreement of  assumption  comply with this Section 6.3 and
that all conditions  precedent  provided for in this Agreement  relating to such
transaction have been complied with and (y) the Servicer shall have delivered to
the Owner  Trustee and the  Indenture  Trustee an Opinion of Counsel  either (A)
stating  that,  in the opinion of such counsel,  all  financing  statements  and
continuation statements and amendments thereto have been executed and filed that
are  necessary  fully to preserve and protect the interest of the Issuer and the
Indenture Trustee, respectively, in the Receivables, and reciting the details of
such  filings,  or (B) stating  that,  in the opinion of such  counsel,  no such
action shall be necessary to preserve and protect such  interests.  The Servicer
shall  provide  notice of any merger,  conversion,  consolidation  or succession
pursuant to this Section 6.3 to the Rating  Agencies.  Notwithstanding  anything
herein to the contrary,  the execution of the foregoing  agreement or assumption
and  compliance  with  clauses  (x) and (y)  above  shall be  conditions  to the
consummation  of the  transactions  referred to in clauses (i),  (ii),  or (iii)
above.

         SECTION 6.4 Limitation on Liability of Servicer and Others. (a) Neither
the Servicer nor any of the  directors or officers or employees or agents of the
Servicer  shall be under any  liability to the Issuer,  the  Noteholders  or the
Certificateholders,  except as  provided  under this  Agreement,  for any action
taken or for refraining from the taking of any action pursuant to this Agreement
or for errors in judgment;  provided,  however,  that this  provision  shall not
protect  the  Servicer  or any such  Person  against  any  liability  that would
otherwise  be  imposed  by reason  of  willful  misfeasance  or bad faith in the
performance  of duties or by reason of reckless  disregard  of  obligations  and
duties under this  Agreement,  or by reason of negligence in the  performance of
its duties under this  Agreement  (except for errors in judgment).  The Servicer
and any director,  officer or employee or agent of the Servicer may rely in good
faith on any Opinion of Counsel or on any Officer's Certificate of the Seller or
certificate  of  auditors  believed to be genuine and to have been signed by the
proper party in respect of any matters arising under this Agreement.

         (b) Except as provided in this  Agreement,  the  Servicer  shall not be
under any  obligation to appear in,  prosecute,  or defend any legal action that
shall not be incidental to its duties to service the  Receivables  in accordance
with this  Agreement,  and that in its  opinion may involve it in any expense or
liability;  provided,  however,  that the Servicer may undertake any  reasonable
action that it may deem  necessary or desirable in respect of this Agreement and
the rights and duties of the parties to this  Agreement and the interests of the
Noteholders  and  Certificateholders  under this Agreement.  In such event,  the
legal  expenses and costs of such action and any liability  resulting  therefrom
shall be expenses, costs and liabilities of the Servicer.

         SECTION  6.5  Delegation  of  Duties.  So long as Ford  Credit  acts as
Servicer,  the Servicer may at any time without notice or consent  delegate some
of or  substantially  all of its duties under this Agreement to any  corporation
more than 50% of the voting stock of which is owned, directly or indirectly,  by
Ford Motor  Company.  The Servicer may at any time  perform  specific  duties as
servicer  under the  Agreement  through  sub-contractors;  provided that no such
delegation or subcontracting  shall relieve the Servicer of its responsibilities
with  respect to such duties as to which the  Servicer  shall  remain  primarily
responsible  with respect  thereto and the Servicer shall be solely  responsible
for the fees of any such sub-contractors.
<PAGE>

         SECTION  6.6 Ford  Credit  Not to Resign as  Servicer.  Subject  to the
provisions of Section 6.3, Ford Credit shall not resign from the obligations and
duties  hereby  imposed on it as  Servicer  under  this  Agreement  except  upon
determination  that the  performance of its duties under this Agreement shall no
longer be permissible  under  applicable law.  Notice of any such  determination
permitting  the  resignation of Ford Credit shall be  communicated  to the Owner
Trustee and the Indenture Trustee at the earliest practicable time (and, if such
communication  is not in writing,  shall be confirmed in writing at the earliest
practicable time) and any such determination shall be evidenced by an Opinion of
Counsel to such effect delivered to the Owner Trustee and the Indenture  Trustee
concurrently  with or promptly  after such  notice.  No such  resignation  shall
become effective until the Indenture Trustee or a Successor  Servicer shall have
(i)  taken  the  actions   required  by  Section   7.1(b),   (ii)   assumed  the
responsibilities  and  obligations of Ford Credit in accordance with Section 7.2
and (iii) become the Administrator  under the Administration  Agreement pursuant
to Section 8 thereof.

         SECTION 6.7 Servicer May Own Notes or Certificates.  The Servicer,  and
any Affiliate of the  Servicer,  may, in its  individual or any other  capacity,
become the owner or pledgee of Notes or Certificates  with the same rights as it
would  have if it were not the  Servicer  or an  Affiliate  thereof,  except  as
otherwise  expressly provided herein or in the other Basic Documents.  Except as
set forth  herein or in the other Basic  Documents,  Notes and  Certificates  so
owned by or pledged to the  Servicer or such  Affiliate  shall have an equal and
proportionate   benefit  under  the  provisions  of  this   Agreement,   without
preference, priority or distinction as among all of the Notes and Certificates.

                                   ARTICLE VII

                              SERVICING TERMINATION

         SECTION  7.1  Events  of  Servicing  Termination.  If  any  one  of the
following events ("Events of Servicing Termination") occur and be continuing:

         (i) Any  failure by the  Servicer or the Seller to deliver to the Owner
         Trustee or the Indenture Trustee any proceeds or payment required to be
         so delivered under the terms of the Notes and the Certificates and this
         Agreement  that  shall  continue  unremedied  for a period of three (3)
         Business Days after  written  notice of such failure is received by the
         Servicer or the Seller,  as the case may be, from the Owner  Trustee or
         the Indenture  Trustee or after discovery of such failure by an officer
         of the Servicer or the Seller, as the case may be; or

         (ii)  Failure on the part of the Servicer or the Seller duly to observe
         or to perform in any material respect any other covenants or agreements
         of the  Servicer  or the  Seller,  as the case may be, set forth in the
         Notes, the  Certificates or in this Agreement,  which failure shall (a)
         materially   and  adversely   affect  the  rights  of   Noteholders  or
         Certificateholders  and (b) continue  unremedied for a period of ninety
         (90) days  after  the date on which  written  notice  of such  failure,
         requiring  the same to be  remedied,  shall  have been given (1) to the
         Servicer or the Seller, as the case may be, by the Owner Trustee or the
         Indenture Trustee, or (2) to the Owner Trustee,  the Indenture Trustee,
         the Seller and the Servicer by the Noteholders of Notes  evidencing not
         less than 25% of the Note Balance of the Controlling  Note Class or, if
         no  Notes  are  outstanding,   by  Certificateholders  of  Certificates
         evidencing  not  less  than  25%  of  the  Certificate  Balance  of the
         Controlling Certificate Class; or

         (iii)  The  entry  of a  decree  or  order  by a  court  or  agency  or
         supervisory  authority  having  jurisdiction  in the  premises  for the
         appointment of a conservator,  receiver, or liquidator for the Servicer
         or the Seller in any insolvency,  readjustment of debt,  marshalling of
         assets and liabilities,  or similar proceedings,  or for the winding up
         or liquidation of its respective  affairs,  and the  continuance of any
         such decree or order  unstayed and in effect for a period of sixty (60)
         consecutive days; or
<PAGE>

         (iv) The consent by the Servicer or the Seller to the  appointment of a
         conservator or receiver or liquidator in any  insolvency,  readjustment
         of debt, marshalling of assets and liabilities,  or similar proceedings
         of or relating to the Servicer of or relating to  substantially  all of
         its property;  or the Servicer  shall admit in writing its inability to
         pay its debts  generally  as they become  due,  file a petition to take
         advantage of any applicable insolvency or reorganization  statute, make
         an assignment  for the benefit of its creditors,  or voluntary  suspend
         payment of its obligations or become insolvent;

then the Indenture Trustee shall promptly notify each Rating Agency, and in each
and every case, so long as an Event of Servicing Termination shall not have been
remedied,  either the Indenture  Trustee or the Noteholders of Notes  evidencing
not less than a majority of the Note Balance of the Controlling  Note Class (or,
if no Notes are  outstanding,  the Owner Trustee or Certificates  evidencing not
less than a majority of the Certificate  Balance of the Controlling  Certificate
Class),  by notice then given in writing to the Servicer  (and to the  Indenture
Trustee  and the  Owner  Trustee  if given by the  Noteholders  and to the Owner
Trustee if given by the Certificateholders) (with a copy to the Rating Agencies)
may  terminate  all of the rights and  obligations  of the  Servicer  under this
Agreement.  On or after the receipt by the Servicer of such written notice,  all
authority and power of the Servicer under this  Agreement,  whether with respect
to the Notes, the Certificates or the Trust Property or otherwise, shall pass to
and be vested in the  Indenture  Trustee or such  Successor  Servicer  as may be
appointed under Section 7.2; and, without limitation,  the Indenture Trustee and
the Owner Trustee are hereby authorized and empowered to execute and deliver, on
behalf of the predecessor  Servicer,  as attorney-in-fact or otherwise,  any and
all documents and other  instruments,  and to do or accomplish all other acts or
things  necessary  or  appropriate  to effect  the  purposes  of such  notice of
termination, whether to complete the transfer and endorsement of the Receivables
and related documents, or otherwise.

         (b)  Upon  termination  of  the  Servicer  under  Section  7.1(a),  the
predecessor  Servicer  shall  cooperate  with the Indenture  Trustee,  the Owner
Trustee  and  such  Successor  Servicer  in  effecting  the  termination  of the
responsibilities  and rights of the  predecessor  Servicer under this Agreement,
including the transfer to the Indenture  Trustee or such Successor  Servicer for
administration  of all  cash  amounts  that  shall  at the  time  be held by the
predecessor  Servicer for deposit,  or shall thereafter be received with respect
to a  Receivable  and the  delivery  of the  Receivable  Files  and the  related
accounts  and records  maintained  by the  Servicer.  All  reasonable  costs and
expenses  (including  attorneys' fees) incurred in connection with  transferring
the  Receivable  Files to the Successor  Servicer and amending this Agreement to
reflect such  succession as Servicer  pursuant to this Section 7.1 shall be paid
by the predecessor  Servicer upon  presentation of reasonable  documentation  of
such costs and expenses.

         SECTION 7.2 Appointment of Successor Servicer.  (a) Upon the Servicer's
receipt  of notice of  termination  pursuant  to Section  7.1 or the  Servicer's
resignation  in accordance  with the terms of this  Agreement,  the  predecessor
Servicer  shall  continue  to  perform  its  functions  as  Servicer  under this
Agreement,  in the case of  termination,  only until the date  specified in such
termination  notice or, if no such date is specified in a notice of termination,
until receipt of such notice and, in the case of resignation, until the later of
(x) the date 45 days from the  delivery to the  Indenture  Trustee and the Owner
Trustee of written notice of such  resignation (or written  confirmation of such
notice) in  accordance  with the terms of this  Agreement  and (y) the date upon
which the  predecessor  Servicer  shall  become  unable to act as  Servicer,  as
specified in the notice of resignation and accompanying  Opinion of Counsel.  In
the event of the Servicer's  resignation or  termination  hereunder,  the Issuer
shall appoint a Successor Servicer,  and the Successor Servicer shall accept its
appointment by a written  assumption in form acceptable to the Owner Trustee and
the Indenture  Trustee (with a copy to each Rating Agency).  In the event that a
Successor  Servicer  has not been  appointed  at the time  when the  predecessor
Servicer has ceased to act as Servicer in accordance  with this Section 7.2, the
Indenture  Trustee without further action shall  automatically  be appointed the
Successor  Servicer.  Notwithstanding  the above, the Indenture  Trustee,  if it
shall be  legally  unable  so to act,  shall  appoint,  or  petition  a court of
competent  jurisdiction to appoint,  any established  institution,  having a net
worth of not less than $100,000,000 and whose regular business shall include the
servicing of automotive receivables, as the successor to the Servicer under this
Agreement.

         (b) Upon appointment,  the Successor Servicer shall be the successor in
all  respects  to the  predecessor  Servicer  and  shall be  subject  to all the
responsibilities,  duties, and liabilities  arising thereafter  relating thereto
placed  on the  predecessor  Servicer,  by the  terms  and  provisions  of  this
Agreement.
<PAGE>

         (c) In connection with such appointment, the Indenture Trustee may make
such  arrangements  for the  compensation  of  such  Successor  Servicer  out of
payments on Receivables as it and such Successor Servicer shall agree; provided,
however,  that no such  compensation  shall be in excess of that  permitted  the
predecessor  Servicer  under this  Agreement.  The  Indenture  Trustee  and such
Successor  Servicer shall take such action,  consistent with this Agreement,  as
shall be necessary to effectuate any such succession.

         SECTION  7.3  Repayment  of Monthly  Advances  and  Servicer  Liquidity
Advances. If the identity of the Servicer shall change, the predecessor Servicer
shall be entitled to receive to the extent of available funds  reimbursement for
Outstanding  Monthly  Advances  pursuant to Section  4.3 and 4.4 or  Outstanding
Servicer Liquidity Advances pursuant to Section 4.5, with respect to all Monthly
Advances or Servicer Liquidity Advances made by the predecessor Servicer.


         SECTION 7.4  Notification to Noteholders and  Certificateholders.  Upon
any termination  of, or appointment of a successor to, the Servicer  pursuant to
this Article VII, the Indenture Trustee shall give prompt written notice thereof
to Noteholders  and to the Swap  Counterparty,  and the Owner Trustee shall give
prompt  written  notice  thereof  to   Certificateholders  at  their  respective
addresses of record and to each Rating Agency.

         SECTION  7.5  Waiver  of Past  Events  of  Servicing  Termination.  The
Noteholders of Notes  evidencing not less than a majority of the Note Balance of
the Controlling Note Class (or, if no Notes are  outstanding,  the Owner Trustee
or Certificates  evidencing not less than a majority of the Certificate  Balance
of the  Controlling  Certificate  Class) may, on behalf of all  Noteholders  and
Certificateholders,  waive any Event of Servicing  Termination hereunder and its
consequences,  except an event  resulting  from the failure to make any required
deposits  to or  payments  from any of the Trust  Accounts,  either  Certificate
Distribution  Account or the Payahead Account in accordance with this Agreement.
Upon any such  waiver of a past Event of  Servicing  Termination,  such Event of
Servicing  Termination  shall  cease to exist,  and shall be deemed to have been
remedied for every purpose of this Agreement. No such waiver shall extend to any
subsequent  or other event or impair any right  consequent  thereon.  The Issuer
shall provide  written  notice of any such waiver to the Rating  Agencies and to
the Swap Counterparty.

                                  ARTICLE VIII

                                   TERMINATION

         SECTION 8.1 Optional  Purchase of All  Receivables.  On the last day of
any  Collection  Period  as of which  the  Pool  Factor  shall be less  than the
Optional Purchase Percentage, the Servicer shall have the option to purchase the
corpus of the Trust.  To  exercise  such  option,  the  Servicer  shall  deposit
pursuant  to Section  4.6(a) in the  Collection  Account an amount  equal to the
aggregate  Purchase Amount for the Receivables,  plus the appraised value of any
other  property  held by the Trust,  such value to be determined by an appraiser
mutually  agreed  upon by the  Servicer,  the Owner  Trustee  and the  Indenture
Trustee, and shall succeed to all interests in and to the Trust. Notwithstanding
the  foregoing,  the Servicer  shall not be  permitted  to exercise  such option
unless the amount to be  deposited  in the  Collection  Account  pursuant to the
preceding  sentence  is  greater  than or  equal  to the sum of the  outstanding
principal  amount of the Notes and the  Aggregate  Certificate  Balance  and all
accrued but unpaid interest (including any overdue interest) thereon. The amount
deposited in the Collection  Account  pursuant to this Section 8.1 shall be used
on the  next  Distribution  Date to make  payments  in full to  Noteholders  and
Certificateholders in the manner set forth in Article IV.

         SECTION 8.2.  Succession Upon  Satisfaction and Discharge of Indenture.
Following  the  satisfaction  and  discharge of the Indenture and the payment in
full of the principal of and interest on the Notes,  to the extent  permitted by
applicable law, the Indenture Trustee will continue to carry out its obligations
hereunder as agent for the Owner Trustee,  including  without  limitation making
distributions from the Payahead Account and the Collection Account in accordance
with Section 4.7 and making  withdrawals  from the Reserve Account in accordance
with Section 4.6(b) and Section 4.8.
<PAGE>

                                   ARTICLE IX

                            MISCELLANEOUS PROVISIONS

         SECTION 9.1 Amendment. (a) This Agreement may be amended by the Seller,
the Servicer and the Issuer,  with the consent of the Indenture  Trustee and the
Owner Trustee and to the extent that their respective  rights or obligations may
be affected  thereby  (which  consent  may not be  unreasonably  withheld),  but
without the consent of any of the Noteholders or the Certificateholders, to cure
any ambiguity,  to correct or supplement any provisions in this Agreement, or to
add any  provisions  to or change or eliminate  any  provisions or to modify the
rights of the Noteholders or  Certificateholders;  provided,  however, that such
action shall not, as  evidenced by an Opinion of Counsel  delivered to the Owner
Trustee and the Indenture Trustee, materially and adversely affect the interests
of any  Noteholder  or  Certificateholder  or  adversely  affect  the  rights or
obligations of the Swap  Counterparty  under the Interest Rate Swap Agreement or
modify the  obligations or, or impair the ability of the Issuer to fully perform
any of its  obligations  under the Interest  Rate Swap  Agreement;  and provided
further that 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.

         (b) This Agreement may also be amended from time to time by the Seller,
the Servicer and the Issuer,  with the consent of the Swap  Counterparty  to the
extent such  amendment  adversely  affects the rights or obligations of the Swap
Counterparty  under the Interest Rate Swap Agreement or modifies the obligations
of, or impairs the ability of the Issuer to fully perform any of its obligations
under the Interest  Rate Swap  Agreement,  and with the consent of the Indenture
Trustee  and the Owner  Trustee to the extent  that their  respective  rights or
obligations  may be affected  thereby  (which  consent  may not be  unreasonably
withheld) and with the consent of (i) the Indenture Trustee,  to the extent that
its  rights  or  obligations  would be  affected  by such  amendments,  (ii) the
Noteholders of Notes  evidencing not less than a majority of the Note Balance of
each  Class of the  Notes  and  (iii)  the  Certificateholders  of  Certificates
evidencing not less than a majority of the Aggregate  Certificate Balance (which
consent of any Noteholder of a Note or  Certificateholder of a Certificate given
pursuant  to  this  Section  9.1 or  pursuant  to any  other  provision  of this
Agreement  shall be conclusive and binding on such Note or  Certificate,  as the
case may be, and on all future Noteholders of such Note or Certificateholders of
such  Certificate,  as the  case  may be,  and of any  Note or  Certificate,  as
applicable,  issued upon the transfer  thereof or in exchange thereof or in lieu
thereof  whether or not  notation of such  consent is made upon such Note or the
Certificate)  for the  purpose of adding any  provisions  to or  changing in any
manner or eliminating any of the provisions of this  Agreement,  or of modifying
in any manner the rights of the Noteholders or the Certificateholders; provided,
however,  that no such amendment  shall (A) increase or reduce in any manner the
amount of, or  accelerate  or delay the timing of, or change the  allocation  or
priority of,  collections of payments on Receivables or distributions that shall
be required to be made on any Note or  Certificate  or change any Note  Interest
Rate or any  Certificate  Rate or,  without  satisfaction  of the Rating  Agency
Condition,  the Specified Reserve Balance,  without the consent of all adversely
affected  Noteholders  or   Certificateholders   or  (B)  reduce  the  aforesaid
percentage required to consent to any such amendment, without the consent of the
Noteholders of all Notes and  Certificateholders  of all  Certificates  affected
thereby;  and  provided  further  that 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.

         (c)  Prior  to the  execution  of any such  amendment  or  consent  the
Servicer  will  provide,  and  the  Owner  Trustee  shall  distribute,   written
notification  of the  substance  of such  amendment  or consent  to each  Rating
Agency.
<PAGE>

         (d) Promptly after the execution of any such amendment or consent,  the
Owner  Trustee  shall  mail a copy to the Swap  Counterparty  and shall  furnish
written  notification  of the  substance  of such  amendment  or consent to each
Certificateholder,  the  Indenture  Trustee  and  each  Rating  Agency  and  the
Indenture  Trustee will provide  notification of the substance of such amendment
or consent to each  Noteholder.  It shall not be  necessary  for the  consent of
Noteholders  or the  Certificateholders  pursuant to this Section 9.1 to approve
the  particular  form of any  proposed  amendment  or  consent,  but it shall be
sufficient if such consent shall  approve the substance  thereof.  The manner of
obtaining   such  consents   (and  any  other   consents  of   Noteholders   and
Certificateholders  provided  for  in  this  Agreement)  and of  evidencing  the
authorization  of the execution  thereof by Noteholders  and  Certificateholders
shall be subject to such  reasonable  requirements  as the Owner Trustee and the
Indenture  Trustee may prescribe,  including the  establishment  of record dates
pursuant to paragraph number 2 of the Note Depository Agreement.

         (e) Prior to the  execution  of any  amendment to this  Agreement,  the
Owner  Trustee and the  Indenture  Trustee shall be entitled to receive and rely
upon an Opinion of Counsel  stating  that the  execution  of such  amendment  is
authorized or permitted by this Agreement and the Opinion of Counsel referred to
in Section 9.2(i)(1).  The Owner Trustee or the Indenture Trustee may, but shall
not be obligated  to,  enter into any such  amendment  which  affects such Owner
Trustee's or Indenture  Trustee's own rights,  duties or  immunities  under this
Agreement or otherwise.

         SECTION 9.2 Protection of Title to Trust Property. (a) The Seller shall
execute and file such  financing  statements  and cause to be executed and filed
such  continuation  statements,  all in such manner and in such places as may be
required by law fully to  preserve,  maintain,  and protect the  interest of the
Issuer and the  Indenture  Trustee  for the  benefit of the  Noteholders  in the
Receivables and in the proceeds  thereof.  The Seller shall deliver (or cause to
be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies
of, or filing  receipts for, any document  filed as provided  above,  as soon as
available following such filing.

         (b)  Neither  the  Seller  nor the  Servicer  shall  change  its  name,
identity,  or corporate structure in any manner that would, could, or might make
any  financing  statement  or  continuation  statement  filed by the  Seller  in
accordance with paragraph (a) above seriously  misleading  within the meaning of
ss.  9-402(7) of the UCC,  unless it shall have given the Owner  Trustee and the
Indenture  Trustee at least five (5) days' prior written notice thereof,  with a
copy  to  the  Rating  Agencies,  and  shall  have  promptly  filed  appropriate
amendments  to  all  previously  filed  financing   statements  or  continuation
statements.

         (c) The Seller and the  Servicer  shall give the Owner  Trustee and the
Indenture  Trustee  at least  sixty  (60)  days'  prior  written  notice  of any
relocation of its principal executive office if, as a result of such relocation,
the  applicable  provisions of the UCC would require the filing of any amendment
of any  previously  filed  financing  or  continuation  statement  or of any new
financing  statement and shall promptly file any such amendment or new financing
statement.  The Servicer  shall at all times  maintain each office from which it
shall service Receivables, and its principal executive office, within the United
States of America.

         (d)  The  Servicer  shall  maintain  accounts  and  records  as to each
Receivable  accurately and in sufficient detail to permit (i) the reader thereof
to know at any  time the  status  of such  Receivable,  including  payments  and
recoveries   made  and  payments  owing  (and  the  nature  of  each)  and  (ii)
reconciliation  between  payments  or  recoveries  on (or with  respect to) each
Receivable  and  the  amounts  from  time to time  deposited  in the  Collection
Account,  the  Payahead  Account  and the  Reserve  Account  in  respect of such
Receivable.

         (e) The Servicer shall maintain its computer  systems so that, from and
after the time of  conveyance  under this  Agreement of the  Receivables  to the
Issuer,  the Servicer's master computer records (including any back-up archives)
that refer to a Receivable shall indicate clearly the interest of the Issuer and
the Indenture  Trustee in such  Receivable and that such  Receivable is owned by
the  Issuer  and has been  pledged  to the  Indenture  Trustee  pursuant  to the
Indenture.  Indication of the Issuer's and the Indenture Trustee's interest in a
Receivable  shall not be deleted  from or  modified on the  Servicer's  computer
systems until,  and only until,  the Receivable  shall have been paid in full or
repurchased.
<PAGE>

         (f) If at any time the Seller or the  Servicer  shall  propose to sell,
grant a security  interest in, or otherwise  transfer any interest in automotive
receivables to any  prospective  purchaser,  lender,  or other  transferee,  the
Servicer shall give to such prospective  purchaser,  lender, or other transferee
computer  tapes,  records,  or print-outs  (including  any restored from back-up
archives) that, if they shall refer in any manner  whatsoever to any Receivable,
shall indicate clearly that such Receivable has been conveyed to and is owned by
the Issuer and has been pledged to the Indenture Trustee.

         (g) The Servicer, upon receipt of reasonable prior notice, shall permit
the Owner Trustee, the Indenture Trustee and their respective agents at any time
during normal business hours to inspect, audit, and make copies of and to obtain
abstracts from the Servicer's records regarding any Receivable.

         (h) Upon request,  the Servicer  shall furnish to the Owner Trustee and
the  Indenture  Trustee,  within  twenty  (20)  Business  Days,  a  list  of all
Receivables  (by contract  number and name of Obligor)  then held as part of the
Trust,  together  with  a  reconciliation  of  such  list  to  the  Schedule  of
Receivables  and to each of the Servicer's  Certificates  furnished  before such
request indicating removal of Receivables from the Trust.

         (i)    The Servicer shall deliver to the Owner Trustee and the
Indenture Trustee:

                           (1) promptly after the execution and delivery of this
              Agreement  and of each  amendment  thereto,  an Opinion of Counsel
              either (A)  stating  that,  in the  opinion of such  Counsel,  all
              financing   statements  and  continuation   statements  have  been
              executed  and  filed  that are  necessary  fully to  preserve  and
              protect the  interest of the Issuer and the  Indenture  Trustee in
              the  Receivables,  and  reciting  the  details of such  filings or
              referring  to prior  Opinions of Counsel in which such details are
              given,  or (B) stating that,  in the opinion of such  Counsel,  no
              such  action  shall be  necessary  to preserve  and  protect  such
              interest; and

                           (2)  within  120 days  after  the  beginning  of each
              calendar year  beginning  with the first  calendar year  beginning
              more than  three  months  after the  Cutoff  Date,  an  Opinion of
              Counsel, dated as of a date during such 120-day period, either (A)
              stating  that,  in the  opinion  of such  counsel,  all  financing
              statements  and  continuation  statements  have been  executed and
              filed  that  are  necessary  fully to  preserve  and  protect  the
              interest  of  the  Issuer  and  the   Indenture   Trustee  in  the
              Receivables, and reciting the details of such filings or referring
              to prior  Opinions of Counsel in which such details are given,  or
              (B) stating that,  in the opinion of such Counsel,  no such action
              shall be necessary to preserve and protect such interest.

              Each  Opinion of Counsel  referred  to in clause  (i)(1) or (i)(2)
above shall specify any action  necessary (as of the date of such opinion) to be
taken in the following year to preserve and protect such interest.

         (j) The Seller shall,  to the extent  required by applicable law, cause
the Notes and the Certificates to be registered with the Securities and Exchange
Commission pursuant to Section 12(b) or Section 12(g) of the Securities Exchange
Act of 1934 within the time periods specified in such sections.

         (k) For the purpose of facilitating the execution of this Agreement and
for  other   purposes,   this  Agreement  may  be  executed  in  any  number  of
counterparts,  each of which counterparts shall be deemed to be an original, and
all of which counterparts shall constitute but one and the same instrument.

         SECTION  9.3  Governing  Law.  THIS  AGREEMENT  SHALL BE  CONSTRUED  IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE  OBLIGATIONS,  RIGHTS,
AND  REMEDIES  OF THE  PARTIES  UNDER  THIS  AGREEMENT  SHALL BE  DETERMINED  IN
ACCORDANCE WITH SUCH LAWS.
<PAGE>

         SECTION 9.4 Notices.  All demands,  notices,  and communications  under
this Agreement shall be in writing,  personally  delivered,  sent by telecopier,
overnight  courier or mailed by certified mail,  return receipt  requested,  and
shall be  deemed to have been duly  given  upon  receipt  (a) in the case of the
Seller or the  Servicer,  to the agent for service as  specified in Section 9.11
hereof,  or at such other  address as shall be  designated  by the Seller or the
Servicer in a written notice to the Owner Trustee and the Indenture Trustee, (b)
in the case of the Owner  Trustee,  at the  Corporate  Trust Office of the Owner
Trustee, (c) in the case of the Indenture Trustee, at the Corporate Trust Office
of the Indenture Trustee, (d) in the case of Moody's Investors Service, Inc., at
the  following  address:   Moody's  Investors  Service,   Inc.,  ABS  Monitoring
Department,  99 Church  Street,  New York,  New York  10007,  (e) in the case of
Standard & Poor's Ratings Services, at the following address:  Standard & Poor's
Ratings  Services,  55 Water  Street,  40th  Floor,  New York,  New York  10041,
Attention: Asset Backed Surveillance Department, (f) in the case of Fitch, Inc.,
at the following address:  Fitch, Inc., 1 State Street Plaza, New York, New York
10004,  Attention:  Asset Backed  Surveillance,  and (g) in the case of the Swap
Counterparty,  at the following address:  Westdeusche  Landesbank  Girozentrale,
1211 Avenue of the  Americas,  New York,  New York 10036,  Attn:  Timothy  Moran
((212) 597-8500)). Any notice required or permitted to be mailed to a Noteholder
or Certificateholder shall be given by first class mail, postage prepaid, at the
address  of such  Person  as  shown  in the  Note  Register  or the  Certificate
Register, as applicable. Any notice so mailed within the time prescribed in this
Agreement shall be conclusively presumed to have been duly given, whether or not
the Noteholder or Certificateholder shall receive such notice.

         SECTION  9.5  Severability  of  Provisions.  If any  one or more of the
covenants,  agreements,  provisions, or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements,  provisions, or
terms  shall be  deemed  severable  from the  remaining  covenants,  agreements,
provisions,  or terms of this  Agreement and shall in no way affect the validity
or enforceability of the other provisions of this Agreement or of the Notes, the
Certificates or the rights of the holders thereof.


         SECTION  9.6  Assignment.  Notwithstanding  anything  to  the  contrary
contained herein,  except as provided in Sections 6.3 and 7.2 and as provided in
the  provisions of this Agreement  concerning  the  resignation of the Servicer,
this  Agreement  may not be assigned by the Seller or the  Servicer  without the
prior  written  consent  of  the  Owner  Trustee,  the  Indenture  Trustee,  the
Noteholders  of Notes  evidencing  not less than 66b% of the Note Balance of the
Notes Outstanding and the Certificateholders of Certificates evidencing not less
than 66b% of the Aggregate Certificate Balance.

         SECTION 9.7 Further Assurances. The Seller and the Servicer agree to do
and  perform,  from time to time,  any and all acts and to  execute  any and all
further instruments required or reasonably requested by the Owner Trustee or the
Indenture  Trustee  more  fully  to  effect  the  purposes  of  this  Agreement,
including,  without  limitation,  the execution of any  financing  statements or
continuation  statements  relating  to the  Receivables  for  filing  under  the
provisions of the UCC of any applicable jurisdiction.

         SECTION 9.8 No Waiver;  Cumulative Remedies. No failure to exercise and
no delay in exercising, on the part of the Owner Trustee, the Indenture Trustee,
the Noteholders or the Certificateholders, any right, remedy, power or privilege
hereunder,  shall operate as a waiver  thereof;  nor shall any single or partial
exercise of any right,  remedy,  power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power or
privilege.  The rights,  remedies,  powers and privileges  therein  provided are
cumulative  and not  exhaustive of any rights,  remedies,  powers and privileges
provided by law.
<PAGE>

         SECTION 9.9 Third-Party Beneficiaries. This Agreement will inure to the
benefit  of and be  binding  upon  the  parties  hereto,  the  Noteholders,  the
Certificateholders,  the  Indenture  Trustee,  the Delaware  Trustee,  the Owner
Trustee and the Swap Counterparty and their respective  successors and permitted
assigns and each of the Indenture  Trustee,  the Delaware  Trustee and the Owner
Trustee may  enforce  the  provisions  hereof as if they were  parties  thereto.
Except as  otherwise  provided in this Article IX, no other Person will have any
right or obligation hereunder. The parties hereto hereby acknowledge and consent
to the pledge of this  Agreement by the Issuer to the Indenture  Trustee for the
benefit of the Noteholders pursuant to the Indenture.

         SECTION 9.10 Actions by Noteholders or Certificateholders. (a) Wherever
in this  Agreement a provision  is made that an action may be taken or a notice,
demand, or instruction given by Noteholders or Certificateholders,  such action,
notice,   or   instruction   may  be  taken  or  given  by  any   Noteholder  or
Certificateholder,  as  applicable,  unless such  provision  requires a specific
percentage of Noteholders or Certificateholders.

         (b) Any request,  demand,  authorization,  direction,  notice, consent,
waiver,  or other  act by a  Noteholder  or  Certificateholder  shall  bind such
Noteholder  or  Certificateholder  and every  subsequent  holder of such Note or
Certificate  issued upon the  registration  of  transfer  thereof or in exchange
therefor or in lieu thereof in respect of anything done or omitted to be done by
the Owner Trustee,  the Indenture  Trustee or the Servicer in reliance  thereon,
whether or not notation of such action is made upon such Note or Certificate.

         SECTION 9.11 Agent for Service. The agent for service of the Seller and
the Servicer in respect of this Agreement  shall be Hurley D. Smith,  Secretary,
Ford Motor Credit Company, One American Road, Dearborn, Michigan 48121.

         SECTION 9.12 No Bankruptcy  Petition.  The Owner Trustee, the Indenture
Trustee,  the Issuer and the Servicer each  covenants and agrees that,  prior to
the  date  which  is one  year  and one day  after  the  payment  in full of all
securities  issued by the  Seller or by a trust  for  which the  Seller  was the
depositor which securities were rated by any nationally  recognized  statistical
rating  organization it will not institute against,  or join any other Person in
instituting   against,  the  Seller  or  the  General  Partner  any  bankruptcy,
reorganization,  arrangement,  insolvency or liquidation  proceedings,  or other
proceedings  under any federal or State  bankruptcy or similar law. This Section
9.12 shall  survive the  resignation  or removal of the Owner  Trustee under the
Trust Agreement or the Indenture  Trustee under the Indenture or the termination
of this Agreement.


         SECTION 9.13  Limitation  of Liability of Owner  Trustee and  Indenture
Trustee.  (a)  Notwithstanding  anything contained herein to the contrary,  this
Agreement has been  countersigned  by The Bank of New York not in its individual
capacity  but solely in its  capacity  as Owner  Trustee of the Issuer and in no
event  shall  The Bank of New York in its  individual  capacity  or,  except  as
expressly  provided in the Trust Agreement,  as Owner Trustee of the Issuer have
any  liability for the  representations,  warranties,  covenants,  agreements or
other obligations of the Issuer hereunder or in any of the certificates, notices
or agreements  delivered  pursuant hereto,  as to all of which recourse shall be
had solely to the assets of the Issuer.  For all purposes of this Agreement,  in
the performance of its duties or obligations  hereunder or 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
Articles V, VI and VII of the Trust Agreement.

         (b)  Notwithstanding  anything  contained herein to the contrary,  this
Agreement has been accepted by The Chase  Manhattan  Bank, not in its individual
capacity  but  solely  as  Indenture  Trustee,  and in no event  shall The Chase
Manhattan  Bank  have  any  liability  for  the   representations,   warranties,
covenants,  agreements or other obligations of the Issuer hereunder or in any of
the certificates,  notices or agreements delivered pursuant hereto, as to all of
which recourse shall be had solely to the assets of the Issuer.
<PAGE>

         SECTION 9.14 Savings Clause.  It is the intention of the Seller and the
Issuer that the transfer of the Trust Property contemplated herein constitute an
absolute  transfer  of the Trust  Property,  conveying  good  title to the Trust
Property from the Seller to the Issuer. However, in the event that such transfer
is deemed not to be a sale or for any  reason  such sale is not  effective,  the
Seller hereby grants to the Issuer a first priority  security interest in all of
the Seller's right, title and interest in, to and under the Trust Property,  and
all proceeds thereof, to secure a loan in an amount equal to all amounts payable
under the Notes and the  Certificates,  and in such event,  this Agreement shall
constitute a security agreement under applicable law.


<PAGE>



              IN  WITNESS  WHEREOF,  the  parties  have  caused  this  Sale  and
Servicing  Agreement to be duly executed by their respective  officers thereunto
duly authorized as of the day and year first above written.

                                    FORD CREDIT AUTO RECEIVABLES TWO L.P.,
                                    as Seller

                                    By:     FORD CREDIT AUTO RECEIVABLES TWO,
                                            INC., as General Partner

                                            By:
                                                  Name:
                                                  Title:


                                    FORD CREDIT AUTO OWNER TRUST 2000-D,
                                    as Issuer

                                    By:     THE BANK OF NEW YORK,  not in its
                                            individual  capacity  but  solely as
                                            Owner Trustee

                                            By:
                                                  Name:
                                                  Title:


                                    FORD MOTOR CREDIT COMPANY,
                                    as Servicer

                                    By
                                          Name:
                                          Title:


<PAGE>



Accepted and agreed:

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


By:
      Name:
      Title:


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


By:
      Name:
      Title:


<PAGE>



                                   SCHEDULE A

                            [SCHEDULE OF RECEIVABLES]

                    Delivered to Indenture Trustee at Closing


<PAGE>


                                  SCHEDULE B-1

                          Location of Receivable Files
                          at Ford Credit Branch Offices


Akron
175 Montrose West Avenue
Crown Pointe Building
Suite 300
Copley, OH  44321

Albany
5 Pine West Plaza
Albany, NY  12205

Albuquerque
6100 Uptown Blvd., N.E.
Suite 300
Albuquerque, NM  87110

Amarillo
1616 S. Kentucky
Bldg. D, Suite 130
Amarillo, TX  79102

Anchorage
3201 C Street
Suite 303
Anchorage, AK  99503

Appleton
54 Park Place
Appleton, WI  54915-8861

Athens
3708 Atlanta Highway
Athens, GA  30604

Atlanta-North
North Park Town Center
Bldg. 400, Suite 180
1000 Abernathy Rd. N.E.
Atlanta, GA  30328

Atlanta-South
1691 Phoenix Blvd.
Suite 300
Atlanta, GA  30349

Atlanta/CL
1117 Perimeter Ctr. W
Suite 404 West
Atlanta, GA 30338

Atlantic Region District Office
14104 Newbrook Drive
Chantilly, VA 22021

Austin
1701 Directors Blvd.
Suite 320
Austin, TX  78744


Baltimore
Campbell Corporate
Center One
4940 Campbell Blvd.
Suite 140
Whitemarsh Business Community
Baltimore, MD  21236

Baltimore Service Center
7090 Columbia Gateway Dr.
Columbia, MD 21046

Beaumont
2615 Calder
Suite 715
Beaumont, TX  77704

Billings
1643 Lewis Avenue
Suite 201
Billings, MT  59102

Birmingham
3535 Grandview Parkway
Suite 340
Birmingham,AL  35243

Boston-North
One Tech Drive
3rd Floor
Andover, MA  01810-2497

Boston-South
Southboro Place
2nd Floor
352 Turnpike Road
Southboro, MA  01772


<PAGE>



Bristol
Landmark Center-
Suite A
113 Landmark Lane
Bristol, TN  37620

Buffalo
95 John Muir Drive
Suite 102
Amherst, NY  14228

Cape Girardeau
1409-C N. Mt. Auburn Rd.
Cape Girardeau, MO  63701

Charleston
Rivergate Center
Suite 150
4975 LaCross Road
North Charleston, SC  29418

Charlotte
6302 Fairview Road
Suite 500
Charlotte, NC  28210

Charlotte/CL
6302 Fairview Road
Suite 510
Charlotte, NC 28210

Chattanooga
2 Northgate Park
Suite 200
Chattanooga, TN  37415

Cheyenne
6234 Yellowstone Road
Cheyenne, WY  82009

Chicago-East
One River Place
Suite A
Lansing, IL  60438

Chicago-North
9700 Higgins Road
Suite 720
Rosemont, IL  60018

Chicago-South
The Office of Waterfall Glen I
Suite 310
900 South Frontage Road
Woodridge, IL  60517

Chicago-West
2500 W. Higgins Rd.
Suite 280
Hoffman Estates, IL  60195

Chicago/CL
745 McClintock Drive
Suite 300
Burr Ridge, IL 60521

Cincinnati
8805 Governors Hill Dr.
Suite 230
Cincinnati, OH  45249

Cleveland
5700 Lombardo Centre
Suite 101
Seven Hills, OH  44131-2581

Colorado Springs
5575 Tech Center Dr.
Suite 220
Colorado Springs, CO  80919

Columbia
250 Berryhill Road
Suite 201
Columbia, SC  29210
<PAGE>

Columbus
Metro V, Suite 470
655 Metro Place S
Dublin, OH  43017

Coral Springs
3111 N. University Dr.
Suite 800
Coral Springs, FL  33065

Corpus Christi
5350 South Staples
Suite 225
Corpus Christi, TX  78411

Dallas
Campbell Forum
Suite 600
801 E. Campbell Road
Richardson, TX  75081

Dallas/CL
Campbell Forum
Suite 650
801 E. Campbell Road
Richardson, TX  75081

Davenport
5405 Utica Ridge Road
Suite 200
Davenport, IA  52807

Decatur
401 Lee Street
Suite 500
Decatur, AL  35602

Denver
6300 S. Syracuse Way
Suite 195
Englewood, CO  80111

Des Moines
4200 Corporate Drive
Suite 107
W. Des Moines, IA  50266

Detroit-North
1301 W. Long Lake Road
Suite 150
Troy, MI  48098

Detroit-West
1655 Fairlane Circle
Suite 900
Allen Park, MI  48101

Detroit/CL
One Parklane Blvd.
Suite 301E
Dearborn, MI 48126

Dothan
137 Clinic Drive
Dothan, AL  36303

El Paso
1200 Golden Key Circle
Suite 104
El Paso, TX  79925
<PAGE>

Eugene
1600 Valley River Drive
Suite 190
Eugene, OR  97401

Falls Church
1420 Springhill Road
Suite 550
McLean, VA  22102

Fargo
3100 13th Ave. South
Suite 205
Fargo, ND  58103

Fayetteville
4317 Ramsey Street
Suite 300
Fayetteville, NC  28311

Findlay
3500 North Main Street
Findlay, OH  45840-1447

Ft. Myers
11935 Fairway Lakes Dr.
Fort Myers, FL  33913

Ft. Worth
Center Park Tower
Suite 400
2350 West Airport Frwy.
Bedford, TX  76022

Grand Junction
744 Horizon Court
Suite 330
Grand Junction, CO  81506

Grand Rapids
2851 Charlevoix Drive SE
Suite 300
Grand Rapids, MI  49546

Greensboro
1500 Pinecroft Rd.
Suite 220
Greensboro, NC  27407

Greenville Service Center
1100 Brookfield Blvd.
Greenville, SC 29607

Harlingen
1916 East Harrison
Harlingen, TX  78550

Harrisburg
4900 Ritter Road
Mechanicsburg, PA  17055

Henderson
618 North Green Street
Henderson, KY  42420

Honolulu
Ala Moano Pacific Center
Suite 922
1585 Kapiolani Blvd.
Honolulu, HI  96814

Houston-North
363 N. Sam Houston Pkwy. E.
Suite 700
Houston, TX  77060

Houston-West
820 Gessner
Suite 700
Houston, TX  77024
<PAGE>

Huntington
3150 U.S. Route 60 *
Ona, WV  25545

Indianapolis
5875 Castle Creek Pkwy.
North Drive
Suite 240
Indianapolis, IN  46250

Jackson
800 Avery Boulevard
Suite B
Ridgeland, MS  39157

Jacksonville
Suite 310
9485 Regency Square Boulevard
Jacksonville, FL  32225

Jefferson City
210 Prodo Drive
Jefferson City, MO  65109

Kansas City
8717 West 110th Street
Bldg. #14, Suite 550
Overland Park, KS  66210

Knoxville
5500 Lonas Drive
Suite 260
Knoxville, TN  37909

Lafayette
Saloom Office Park
Suite 350
100 Asma Boulevard
Lafayette, LA  70508

Lansing
2140 University Park Drive
Okemos, MI  48864

Las Vegas
500 N Rainbow Blvd.
Suite 312
Las Vegas, NV  89107

Little Rock
1701 Centerview Dr.
Suite 301
Little Rock, AR  72211

Long Island
One Jericho Plaza
2nd Floor Wing B
Jericho, NY  11753

Louisville
150 Executive Park
Louisville, KY  40207

Lubbock
4010 82nd Street
Suite 200
Lubbock, TX  79423

Macon
5400 Riverside Drive
Suite 201
Macon, GA  31210

Manchester
4 Bedford Farms
Bedford, NH  03110
<PAGE>

Memphis
6555 Quince Road
Suite 300
Memphis, TN  38119

Miami
6303 Blue Lagoon Drive
Suite 200
Miami, FL  33126

Midland
15 Smith Road
Suite 4300
Chevron Building
Midland, TX 79705

Milwaukee
10850 W. Park Place
Suite 110
Milwaukee, WI  53224

Minneapolis
One Southwest Crossing
Suite 308
11095 Viking Drive
Eden Prairie, MN  55344

Mobile
1201 Montlimar Dr.
Suite 700
Mobile, AL  36609-1718

Nashville
Highland Ridge
Suite 190
565 Marriott Drive
Nashville, TN  37214

Nashville Service Center
9009 Carothers Parkway
Franklin TN 37064

National Recovery Center
1335 S. Clearview
Mesa, AZ 85208

New Haven
35 Thorpe Ave.
Wallingford, CT 06492

New Jersey-Central
101 Interchange Plaza
Cranbury, NJ  08512

New Jersey-North
72 Eagle Rock Avenue
3rd Floor
East Hanover, NJ  07936

New Jersey-South
10000 MidAtlantic Dr.
Suite 401 West
Mt. Laurel, NJ  08054

New Orleans
Lakeway III
3838 N. Causeway Blvd.
Suite 3200
Metairie, LA  70002
<PAGE>

Norfolk
Greenbrier Pointe
Suite 350
1401 Greenbrier Pkwy.
Chesapeake, VA  23320

Oklahoma City
Perimeter Center
Suite 300
4101 Perimeter Ctr Dr.
Oklahoma City, OK  73112

Omaha
10040 Regency Circle
Suite 100
Omaha, NE  68114-3786

Omaha Customer Service Center
12110 Emmet Street
Omaha, NB 68164

Nashville Customer Service Center
9009 Carothers Parkway
Franklin, TN 37067

Orange
765 The City Drive
Suite 400
Orange, CA  92668

Orange/CL
765 The City Drive
Suite 401
Orange, CA  92668

Orlando
1060 Maitland Ctr Commons
Suite 210
Maitland, FL  32751

Pasadena
225 S. Lake Avenue
Suite 1200
Pasadena, CA  91101

Pensacola
25 W. Cedar Street
Suite 316
Pensacola, Fl  32501

Philadelphia
Bay Colony Executive Park
Suite 100
575 E. Swedesford Rd.
Wayne, PA  19087

Philadelphia/CL
500 N. Gulph Rd.
Suite 110
King of Prussia, PA 19406

Phoenix
4742 North 24th Street
Suite 215
Phoenix, AZ  85016

Pittsburgh
Foster Plaza 9
750 Holiday Drive
4th Floor, Suite 420
Pittsburgh, PA  15220

Portland, ME
2401 Congress Street
Portland, ME  04102

Portland, OR
10220 S.W. Greenburg Blvd.
Suite 415
Portland, OR  97223
<PAGE>

Raleigh
3651 Trust Drive
Raleigh, NC  27604

Richmond
300 Arboretum Place
Suite 320
Richmond, VA  23236

Roanoke
5238 Valley Pointe Pkwy.
Suite 6
Roanoke, VA  24019

Sacramento
2720 Gateway Oaks Dr.
Suite 200
Sacramento, CA  95833

Saginaw
4901 Towne Centre Rd.
Suite 200
Saginaw, MI  48605

Salt Lake City
310 E. 4500 S.
Suite 340
Murray, UT  84107

Santa Ana Central Collections
765 The City Drive
Suite 402
Orange, CA  92668

San Antonio
100 N.E. Loop 410
Suite 625
San Antonio, TX  78216-4742

San Bernardino
1615 Orange Tree Lane
Suite 215
Redlands, CA  92374

San Diego
3111 Camino Del Rio N.
Suite 1333
San Diego, CA  92108

San Francisco
6120 Stoneridge Mall Rd.
Suite 200
Pleasanton, CA  94588

San Francisco/CL
4900 Hopyard Road
Suite 220
Pleasanton CA 94588

San Jose
1900 McCarthy Blvd.
Suite 400
Milpitas, CA  95035

Savannah
6600 Abercorn Street
Suite 206
Savannah, GA  31405
<PAGE>

Seattle
13555 S.E. 36th Street
Suite 350
Bellevue, WA  98009-1608

Shreveport
South Pointe Centre
Suite 200
3007 Knight Street
Shreveport, LA  71105

South Bay
301 E. Ocean Boulevard
Suite 1900
Long Beach, CA  90802

South Bend
4215 Edison Lakes Parkway
Suite 140
Mishawaka, IN  46545

Spokane
901 North Monroe Ct.
Suite 350
Spokane, WA  99201-2148

Springfield
3275 E. Ridgeview
Springfield, MO  65804

St. Louis
4227 Earth City Expressway
Suite 100
Earth City, MO  63045

St. Paul
7760 France Avenue South
Suite 920
Bloomington, MN  55435

Syracuse
5788 Widewaters Pkwy.
DeWitt, NY  13214

Tampa
Lincoln Pointe, Suite 800
2502 Rocky Point Drive
Tampa, FL  33607

Tampa Service Center
3620 Queen Palm Drive
Tampa, FL 33619

Terre Haute
4551 S. Springhill
Junction Street
Terre Haute, IN  47802

Tulsa
9820 East 41st St.
Suite 300
Tulsa, OK  74145

Tupelo
One Mississippi Plaza
Tupelo, MS  38801
<PAGE>

Tyler
821 East SE Loop 323
Suite 300
Tyler, TX  75701

Ventura
260 Maple Court
Suite 210
Ventura, CA  93003

Washington, D.C.
2440 Research Blvd.
Suite 150
Rockville, MD  20850

Westchester
660 White Plains Road
Tarrytown, NY  10591

Western Carolina
215 Thompson Street
Hendersonville, NC  28792

Wichita
7570 West 21st
Wichita, KS  67212
<PAGE>

                                   SCHEDULE C

                          Location of Receivable Files
                    at Third Party Custodians for Ford Credit

Security Archives
5022 Harding Place
Nashville, TN  37211

IKON Business Imaging Services
31101 Wiegman Road
Hayward, CA 94544


<PAGE>



                                   APPENDIX A

                              Definitions and Usage
<PAGE>
                                                                    Exhibit 99.2

                            ADMINISTRATION AGREEMENT


         This ADMINISTRATION  AGREEMENT,  dated as of July 1, 2000 (as from time
to  time  amended,  supplemented  or  otherwise  modified  and in  effect,  this
"Agreement"),  is by and among FORD CREDIT AUTO OWNER TRUST  2000-D,  a Delaware
business  trust  (the  "Issuer"),   FORD  MOTOR  CREDIT   COMPANY,   a  Delaware
corporation,  as administrator  (the  "Administrator"),  and THE CHASE MANHATTAN
BANK,  a New York  corporation,  not in its  individual  capacity  but solely as
Indenture Trustee (the "Indenture Trustee").

         WHEREAS,  the Issuer is issuing the Notes pursuant to the Indenture and
the  Certificates  pursuant to the Trust  Agreement and has entered into certain
agreements  in  connection  therewith,  including  (i) the  Sale  and  Servicing
Agreement,  (ii) the Note  Depository  Agreement,  (iii) the Interest  Rate Swap
Agreement and (iv) the Indenture  (the Sale and  Servicing  Agreement,  the Note
Depository  Agreement,  the Interest Rate Swap Agreement and the Indenture being
referred to hereinafter collectively as the "Related Agreements");

         WHEREAS,   the  Issuer  and  the  Owner  Trustee  desire  to  have  the
Administrator  perform  certain duties of the Issuer and the Owner Trustee under
the Related Agreements and to provide such additional  services  consistent with
the terms of this  Agreement  and the Related  Agreements  as the Issuer and the
Owner Trustee may from time to time request; and

         WHEREAS,  the  Administrator  has the  capacity to provide the services
required  hereby and is willing to perform such  services for the Issuer and the
Owner Trustee on the terms set forth herein;

         NOW,  THEREFORE,  in consideration  of the mutual  covenants  contained
herein, and other good and valuable  consideration,  the receipt and sufficiency
of which is hereby  acknowledged,  the parties  hereto,  intending to be legally
bound, agree as follows:

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.


2. Duties of the Administrator. (a) Duties with Respect to the Indenture and the
Note Depository Agreement. The Administrator agrees to perform all its duties as
Administrator and the duties of the Issuer under the Note Depository  Agreement.
In addition,  the  Administrator  shall consult with the Owner Trustee regarding
the duties of the Issuer under the Indenture and the Note Depository  Agreement.
The  Administrator  shall monitor the performance of the Issuer and shall advise
the Owner  Trustee when action is  necessary to comply with the Issuer's  duties
under the Indenture and the Note Depository  Agreement.  The Administrator shall
prepare for  execution by the Issuer,  or shall cause the  preparation  by other
appropriate  Persons  of, all such  documents,  reports,  filings,  instruments,
certificates  and  opinions  that it shall be the duty of the Issuer to prepare,
file or deliver pursuant to the Indenture,  the Interest Rate Swap Agreement and
the  Note   Depository   Agreement.   In  furtherance  of  the  foregoing,   the
Administrator  shall take,  in the name and on behalf of the Issuer or the Owner
Trustee,  all  appropriate  action  that is the duty of the  Issuer or the Owner
Trustee  to  take,  if  any,  pursuant  to  the  Indenture  including,   without
limitation,  such of the foregoing as are required with respect to the following
matters under the Indenture (references are to sections of the Indenture):

(A)               the duty to cause the Note  Register  to be kept and to give
                  the Indenture  Trustee notice of any appointment of a new Note
                  Registrar and the location, or change in location, of the Note
                  Register (Section 2.5);

(B)               the  determination  as to whether  the  requirements  of UCC
                  Section  8-401(1)  are met and the  preparation  of an  Issuer
                  Request  requesting the Indenture  Trustee to authenticate and
                  deliver  replacement  Notes in lieu of  mutilated,  destroyed,
                  lost or stolen Notes (Section 2.6);

(C)               the notification of Noteholders of the final principal payment
                  on their Notes (Section 2.8(b));

(D)               the preparation of or obtaining of the documents and
                  instruments required for authentication of
                  the Notes and delivery of the same to the Indenture Trustee
                 (Section 2.2);


<PAGE>



(E)               the preparation, obtaining or filing of the instruments,
                  opinions and certificates and other documents required for
                  the release of property from the lien of the Indenture
                 (Section 2.10);

(F)               the preparation of Definitive Notes in accordance with the
                  instructions of the Clearing Agency
                  (Section 2.13);

(G)               the  maintenance  of an office in the Borough of  Manhattan,
                  The City of New York, for registration of transfer or exchange
                  of Notes if the Indenture  Trustee  ceases to maintain such an
                  office (Section 3.2);

(H)               the duty to cause newly  appointed  Note Paying  Agents,  if
                  any,  to  deliver  to the  Indenture  Trustee  the  instrument
                  specified  in the  Indenture  regarding  funds  held in  trust
                  (Section 3.3);

(I)               the direction to the Indenture Trustee to deposit monies with
                  Note Paying Agents, if any, other
                  than the Indenture Trustee (Section 3.3);

(J)               the obtaining and preservation of the Issuer's qualification
                  to  do   business   in  each   jurisdiction   in  which   such
                  qualification is or shall be necessary to protect the validity
                  and enforceability of the Indenture, the Notes, the Collateral
                  and  each  other  instrument  or  agreement  included  in  the
                  Indenture Trust Estate (Section 3.4);

(K)               the  preparation  of all  supplements  and amendments to the
                  Indenture   and   all   financing   statements,   continuation
                  statements,   instruments  of  further   assurance  and  other
                  instruments  and  the  taking  of  such  other  action  as  is
                  necessary or advisable to protect the  Indenture  Trust Estate
                  (Sections 3.5 and 3.7(c));

(L)               the  delivery of the Opinion of Counsel on the Closing  Date
                  and the  annual  delivery  of  Opinions  of  Counsel as to the
                  Indenture  Trust  Estate,  and  the  annual  delivery  of  the
                  Officer's  Certificate  and  certain  other  statements  as to
                  compliance with the Indenture (Sections 3.6 and 3.9);

(M)               the identification to the Indenture Trustee in an Officer's
                  Certificate of any Person with whom
                  the Issuer has contracted to perform its duties under the
                  Indenture (Section 3.7(b));

(N)               the  notification  of the  Indenture  Trustee and the Rating
                  Agencies of an Event of Servicing  Termination  under the Sale
                  and  Servicing  Agreement  and,  if such  Event  of  Servicing
                  Termination arises from the failure of the Servicer to perform
                  any of its duties under the Sale and Servicing  Agreement with
                  respect to the Receivables, the taking of all reasonable steps
                  available to remedy such failure (Section 3.7(d));

(O)               the preparation and obtaining of documents and instruments
                  required for the consolidation or
                  merger of the Issuer with another entity or the transfer by
                  the Issuer of its properties or assets (Section 3.10);

(P)               the duty to cause the Servicer to comply with Sections 3.9,
                  3.10, 3.11, 3.12, 3.13 and 4.9 and
                  Article VI of the Sale and Servicing Agreement (Section 3.14);

(Q)               the delivery of written notice to the Indenture  Trustee and
                  the  Rating  Agencies  of each  Event  of  Default  under  the
                  Indenture and each default by the Servicer or the Seller under
                  the Sale and  Servicing  Agreement  and by Ford  Credit or the
                  Seller under the Purchase Agreement (Section 3.20);

(R)               the  monitoring  of  the  Issuer's  obligations  as  to  the
                  satisfaction   and   discharge  of  the   Indenture   and  the
                  preparation of an Officer's  Certificate  and the obtaining of
                  the  Opinions  of  Counsel  and  the  Independent  Certificate
                  relating thereto (Section 4.1);

(S)               the  monitoring  of  the  Issuer's  obligations  as  to  the
                  satisfaction,  discharge  and  defeasance of the Notes and the
                  preparation of an Officer's  Certificate  and the obtaining of
                  an  opinion of a  nationally  recognized  firm of  independent
                  certified public accountants,  a written certification thereof
                  and the Opinions of Counsel relating thereto (Section 4.2);


<PAGE>



(T)               the preparation of an Officer's Certificate to the Indenture
                  Trustee  after  the  occurrence  of any event  which  with the
                  giving of notice and the lapse of time  would  become an Event
                  of Default under Section 5.1(iii) of the Indenture, its status
                  and what  action the Issuer is taking or proposes to take with
                  respect thereto (Section 5.1);

(U)               the compliance  with any written  directive of the Indenture
                  Trustee with respect to the sale of the Indenture Trust Estate
                  at one or more public or private sales called and conducted in
                  any manner  permitted by law if an Event of Default shall have
                  occurred and be continuing (Section 5.4);

(V)               the preparation and delivery of notice to Noteholders of the
                  removal of the Indenture Trustee and the appointment of a
                  successor Indenture Trustee (Section 6.8);

(W)               the  preparation  of any  written  instruments  required  to
                  confirm more fully the authority of any co-trustee or separate
                  trustee and any written  instruments  necessary in  connection
                  with the  resignation or removal of any co-trustee or separate
                  trustee (Sections 6.8 and 6.10);

(X)               the furnishing of the Indenture Trustee with the names and
                  addresses of Noteholders during any period when the Indenture
                  Trustee is not the Note Registrar (Section 7.1);

(Y)                the  preparation  and,  after  execution by the Issuer,  the
                  filing with the Commission,  any applicable state agencies and
                  the Indenture  Trustee of documents  required to be filed on a
                  periodic basis with, and summaries  thereof as may be required
                  by rules and regulations prescribed by, the Commission and any
                  applicable   state  agencies  and  the  transmission  of  such
                  summaries, as necessary, to the Noteholders (Section 7.3);


(Z)               the opening of one or more  accounts in the  Issuer's  name,
                  the  preparation  and  delivery  of Issuer  Orders,  Officer's
                  Certificates  and  Opinions of Counsel  and all other  actions
                  necessary with respect to investment and reinvestment,  to the
                  extent permitted,  of funds in such accounts (Sections 8.2 and
                  8.3);

(AA)              the   preparation   of  an  Issuer  Request  and  Officer's
                  Certificate  and the  obtaining  of an Opinion of Counsel  and
                  Independent Certificates, if necessary, for the release of the
                  Indenture Trust Estate (Sections 8.4 and 8.5);

(AB)              the  preparation  of Issuer  Orders and the  obtaining of
                  Opinions  of  Counsel  with   respect  to  the   execution  of
                  supplemental  indentures and the mailing to the Noteholders of
                  notices with respect to such supplemental indentures (Sections
                  9.1, 9.2 and 9.3);

(AC)              the execution and delivery of new Notes conforming to any
                  supplemental indenture (Section 9.6);

(AD)              the notification of Noteholders of redemption of the Notes or
                  duty to cause the Indenture Trustee to provide such
                  notification (Section 10.2);

(AE)              the  preparation  of all Officer's  Certificates,  Issuer
                  Requests  and Issuer  Orders and the  obtaining of Opinions of
                  Counsel  and  Independent  Certificates  with  respect  to any
                  requests  by the Issuer to the  Indenture  Trustee to take any
                  action under the Indenture (Section 11.1(a));

(AF)              the  preparation  of  Officer's   Certificates  and  the
                  obtaining of Independent  Certificates,  if necessary, for the
                  release of property  from the lien of the  Indenture  (Section
                  11.1(b));

(AG)              the notification of the Rating Agencies, upon the failure
                  of the  Indenture  Trustee to give such  notification,  of the
                  information required pursuant to Section 11.4 of the Indenture
                  (Section 11.4);


<PAGE>



(AH)              the  preparation  and  delivery  to  Noteholders  and the
                  Indenture  Trustee of any agreements with respect to alternate
                  payment and notice provisions (Section 11.6); and

(AI)              the recording of the Indenture, if applicable (Section 11.15).

(ii)              The Administrator will:

(A)               pay the  Indenture  Trustee  from  time  to time  reasonable
                  compensation  for  all  services  rendered  by  the  Indenture
                  Trustee under the Indenture (which  compensation  shall not be
                  limited by any provision of law in regard to the  compensation
                  of a trustee of an express trust);

(B)               except as  otherwise  expressly  provided in the  Indenture,
                  reimburse  the  Indenture  Trustee  upon its  request  for all
                  reasonable  expenses,  disbursements  and advances incurred or
                  made by the Indenture Trustee in accordance with any provision
                  of  the  Indenture  (including  the  reasonable  compensation,
                  expenses and disbursements of its agents and counsel),  except
                  any  such   expense,   disbursement   or  advance  as  may  be
                  attributable to its negligence or bad faith;

(C)               indemnify  the  Indenture  Trustee and their agents for, and
                  hold them harmless against,  any losses,  liability or expense
                  incurred  without  negligence  or bad  faith  on  their  part,
                  arising  out  of or  in  connection  with  the  acceptance  or
                  administration   of  the  transactions   contemplated  by  the
                  Indenture,   including  the  reasonable   costs  and  expenses
                  (including reasonable attorneys' fees) of defending themselves
                  against any claim or liability in connection with the exercise
                  or  performance  of any of their  powers or  duties  under the
                  Indenture;

(D)               indemnify the Owner Trustee and the Delaware Trustee and their
                  successors, assigns, directors, officers, employees, agents
                  and servants (collectively, the "Indemnified Parties")for, and
                  hold them harmless against, any and all liabilities,
                  obligations, losses, damages, taxes, claims, actions and
                  suits, and any and all reasonable costs, expenses and
                  disbursements (including reasonable legal fees and expenses)
                  of any kind and nature whatsoever (collectively,
                  "Expenses") which may at any time be imposed on, incurred by,
                  or asserted against the Owner Trustee, the Delaware Trustee or
                  any other Indemnified Party in any way relating to or arising
                  out of the Trust Agreement, the Basic Documents, the Owner
                  Trust Estate, the administration of the Owner Trust Estate or
                  the action or inaction of the Owner Trustee under the Trust
                  Agreement, except only that the Administrator shall not be
                  liable for or required to indemnify
                  an Indemnified Party from and against Expenses arising or
                  resulting from the Indemnified
                  Party's own willful misconduct, bad faith or negligence; and

(E)               indemnify,  defend and hold  harmless the Issuer,  the Owner
                  Trustee,  the Delaware Trustee,  the Indenture Trustee and any
                  of their respective officers, directors,  employees and agents
                  from and against any loss,  liability  or expense  incurred by
                  reason of (i) the  Depositor's  or the  Issuer's  violation of
                  federal  or  state  securities  laws in  connection  with  the
                  offering  and sale of the Notes and the  Certificates  or (ii)
                  any breach of the Depositor of any term, provision or covenant
                  contained in the Sale and Servicing Agreement.

         Indemnification  under this Section  shall survive the  resignation  or
removal of the Owner Trustee,  the Delaware Trustee or the Indenture Trustee and
the termination of this Agreement and shall include reasonable fees and expenses
of counsel and expenses of litigation.  If the Administrator shall have made any
indemnity  payments  pursuant to this  Section and the Person to or on behalf of
whom such  payments  are made  thereafter  shall  collect  any such  amount from
others,  such Person shall  promptly  repay such  amounts to the  Administrator,
without interest.
<PAGE>

(b)  Duties  with  Respect  to the  Issuance  of VPTNs  and  Interest  Rate Swap
Agreement.  (i) Subject to the terms and conditions of this Section 2(b), on the
Targeted  Scheduled  Distribution  Date for each Subclass of Class A Notes,  the
Administrator  shall cause the Issuer to issue a related  VPTN in the  aggregate
principal  amount equal to the VPTN  Issuance  Amount if the  conditions in this
Section 2(iii) are satisfied against payment to the Issuer of the par price. The
Administrator  shall determine,  in its sole discretion,  the VPTN Rate for each
issuance of VPTNs,  which shall equal, for each Distribution  Date, LIBOR plus a
fixed  percentage  which will be  determined  at the time of  issuance  based on
market conditions but which will not exceed 1.50%.

         (ii) The  Administrator  agrees to cause  the Trust to offer  each VPTN
that may be issued on the Targeted Scheduled Distribution Date for a Subclass of
Class A Notes  to FCAR  Owner  Trust  and,  if FCAR  Owner  Trust is  unable  or
unwilling to purchase  such VPTN,  the  Administrator  agrees to use  reasonable
efforts to locate another  Eligible  Purchaser and cause the Trust to offer such
VPTN to such Eligible Purchaser.  Neither the Administrator,  the Seller nor the
Servicer  shall be obligated to identify any other  Eligible  Purchaser  for any
VPTN.

         (iii) No VPTN may be issued on a Targeted  Scheduled  Distribution Date
unless the following conditions are satisfied:

         (A)               both before and after  giving  effect to the issuance
                           of the VPTN and to the  application  of such proceeds
                           and  any  amounts  on  deposit  in  the  Accumulation
                           Account and in the  Principal  Distribution  Account,
                           the aggregate  principal  balance of the  receivables
                           minus  the  Yield  Supplement   Overcollateralization
                           Amount must be equal to or greater than the aggregate
                           outstanding  balance  of the  Class A  Notes,  VPTNs,
                           Class B Notes and Class C Certificates;

         (B)               an Extended Sequential Amortization Period must not
                           have occurred or be occurring;

         (C)               the VPTN must be rated "AAA" and "Aaa" by S&P and
                           Moody's, respectively;

         (D)               the  Interest  Rate  Swap  Agreement  must be in full
                           force and effect with a notional  amount equal to the
                           sum of the  principal  balances  of such VPTN and any
                           other outstanding VPTNs;

         (E)               no Event of Servicing Termination shall have occurred
                           and be continuing;

         (F)               no Event of Default shall have occurred and be
                           continuing;

         (G)               the purchase price of the VPTN must be equal to par;
                           and

         (H)               the interest rate on the VPTN must not exceed
                           one-month LIBOR plus 1.50%.

         (iv) Promptly following the early termination of the Interest Rate Swap
Agreement due to a  Termination  Event or an Event of Default (as such terms are
defined in the Interest Rate Swap Agreement),  the  Administrator  agrees to use
reasonable efforts to cause the Issuer to enter into a replacement Interest Rate
Swap Agreement with an eligible swap counterparty.

         (v) Upon the occurrence of a downgrade of the Swap  Counterparty by the
Rating  Agencies or of a suspension or withdrawal of its ratings as described in
Section 6.13(f) of the Indenture,  within 30 days of such downgrade,  suspension
or withdrawal,  the Administrator agrees to cause the Issuer to require that the
Swap  Counterparty  either (i) deliver  collateral  acceptable  to the Issuer in
amounts  sufficient  to secure  its  obligations  under the  Interest  Rate Swap
Agreement,  (ii) assign its rights and obligations  under the Interest Rate Swap
Agreement  to a  replacement  counterparty  acceptable  to the  Issuer  or (iii)
establish other arrangements  necessary, if any, in each case so that the Rating
Agencies  confirm the ratings of the Class A Notes and VPTNs that were in effect
immediately  prior to such  downgrade,  suspension  or  withdrawal.  If the Swap
Counterparty is required to  collateralize  any Interest Rate Swap  transaction,
the  Administrator  shall send written  instructions to the Indenture Trustee to
establish  individual  collateral accounts and to hold any securities  deposited
therein in trust and  invest any cash  amounts  therein in  accordance  with the
provisions of the Interest Rate Swap Agreement.
<PAGE>

         (vi)  The  Administrator  shall  notify  the Swap  Counterparty  of any
proposed  amendment or supplement to this  Agreement or to any of the Indenture,
the Purchase Agreement, the Sale and Servicing Agreement or the Trust Agreement.
If such proposed  amendment or supplement would adversely affect any of the Swap
Counterparty's  rights or obligations  under the Interest Rate Swap Agreement or
modify the  obligations of, or impair the ability of the Issuer to fully perform
any  of  its  obligations   under,   the  Interest  Rate  Swap  Agreement,   the
Administrator  shall  obtain the consent of the Swap  Counterparty  prior to the
adoption of such  amendment or  supplement,  provided,  the Swap  Counterparty's
consent to any such amendment or supplement shall not be unreasonably  withheld,
and provided  further,  the Swap  Counterparty's  consent will be deemed to have
been  given if the Swap  Counterparty  does not  object in  writing  within  ten
Business Days of receipt of a written request for such consent.

         (vii) At least five days prior to the  effective  date of any  proposed
amendment or supplement to the Interest Rate Swap Agreement,  the  Administrator
shall provide the Rating  Agencies  with a copy of the amendment or  supplement.
Unless the amendment or supplement clarifies any term or provision, corrects any
inconsistency,  cures any ambiguity,  or corrects any typographical error in the
Interest  Rate Swap  Agreement,  an amendment or supplement to the Interest Rate
Swap Agreement will be effective  only after  satisfaction  of the Rating Agency
Condition.

         (viii) The  Administrator  shall be designated as the Calculation Agent
pursuant to the Interest Rate Swap Agreement and shall perform such calculations
and duties with respect thereto.  The Administrator  shall calculate and provide
written  notification to the Swap  Counterparty and to the Indenture  Trustee of
the notional amount of the Interest Rate Swap as of each Distribution Date on or
before  the  twelfth  day of the month of the  related  Distribution  Date.  The
Administrator  shall also obtain the  calculation of LIBOR from the  Calculation
Agent under the Indenture and shall  calculate the amount of all Swap  Payments,
Swap Receipts and Swap Termination  Payments payable on each Distribution  Date,
and shall provide written  notification of such amounts to the Swap Counterparty
and to the Indenture Trustee prior to such Distribution Date.

(c) Additional  Duties.  (i) In addition to the duties of the  Administrator set
forth above, the Administrator shall perform such calculations and shall prepare
or shall  cause the  preparation  by other  appropriate  persons  of,  and shall
execute  on behalf  of the  Issuer or the  Owner  Trustee,  all such  documents,
reports,  filings,  instruments,  certificates and opinions that it shall be the
duty of the Issuer or the Owner Trustee to prepare,  file or deliver pursuant to
the Related  Agreements,  and at the request of the Owner Trustee shall take all
appropriate  action  that it is the duty of the  Issuer or the Owner  Trustee to
take pursuant to the Related Agreements. Subject to Section 6 of this Agreement,
the Administrator shall administer, perform or supervise the performance of such
other  activities  in  connection  with the  Collateral  (including  the Related
Agreements)  as are not covered by any of the  foregoing  provisions  and as are
expressly  requested  by  the  Owner  Trustee  and  are  reasonably  within  the
capability of the Administrator.

(ii) Notwithstanding anything in this Agreement or the Related Agreements to the
contrary,  the Administrator  shall be responsible for performance of the duties
of the Owner  Trustee  set forth in  Section  3.2 of the  Trust  Agreement  with
respect  to   establishing   and   maintaining   a  Capital   Account  for  each
Certificateholder.

(iii)  Notwithstanding  anything in this Agreement or the Related  Agreements to
the contrary,  the Administrator shall be responsible for promptly notifying the
Owner  Trustee in the event that any  withholding  tax is imposed on the Trust's
payments (or  allocations of income) to a  Certificateholder  as contemplated in
Section 5.2(c) of the Trust Agreement.  Any such notice shall specify the amount
of any withholding tax required to be withheld by the Owner Trustee  pursuant to
such provision.

(iv) Notwithstanding anything in this Agreement or the Related Agreements to the
contrary,  the Administrator  shall be responsible for performance of the duties
of the Trust or the Owner Trustee set forth in Section 5.5(a), (b), (c) and (d),
the  penultimate  sentence  of  Section  5.5 and  Section  5.6(a)  of the  Trust
Agreement  with  respect  to,  among  other  things,  accounting  and reports to
Certificateholders.

(v) The  Administrator  will provide prior to August 1, 2000 a certificate of an
Authorized Officer in form and substance satisfactory to the Owner Trustee as to
whether any tax withholding is then required and, if required, the procedures to
be followed with respect  thereto to comply with the  requirements  of the Code.
The  Administrator  shall be required to update the letter in each instance that
any  additional  tax  withholding  is  subsequently  required or any  previously
required tax withholding shall no longer be required.

(vi) The Administrator  shall perform the duties of the Administrator  specified
in Section 10.2 of the Trust  Agreement  required to be performed in  connection
with the resignation or removal of the Owner Trustee or the Delaware Trustee and
any  other  duties  expressly  required  to be  performed  by the  Administrator
pursuant to the Trust Agreement.

(vii) In carrying out the foregoing duties or any of its other obligations under
this Agreement,  the Administrator may enter into transactions or otherwise deal
with  any of its  Affiliates;  provided,  however,  that  the  terms of any such
transactions  or dealings shall be in accordance  with any  directions  received
from the Issuer and shall be, in the Administrator's  opinion, no less favorable
to the Issuer than would be available from unaffiliated parties.
<PAGE>

(d)  Non-Ministerial  Matters.  With respect to matters  that in the  reasonable
judgment of the Administrator are  non-ministerial,  the Administrator shall not
take any  action  unless  within a  reasonable  time  before  the taking of such
action, the Administrator  shall have notified the Owner Trustee of the proposed
action and the Owner  Trustee  shall not have  withheld  consent or  provided an
alternative   direction.   For   the   purpose   of  the   preceding   sentence,
"non-ministerial matters" shall include, without limitation:

(A)               the amendment of or any supplement to the Indenture;

(B)               the initiation of any claim or lawsuit by the Issuer and the
                  compromise  of any  action,  claim or  lawsuit  brought  by or
                  against  the  Issuer  (other  than  in  connection   with  the
                  collection of the Receivables or Permitted Investments);

(C)               the amendment, change or modification of the Related
                  Agreements;

(D)               the appointment of successor Note Registrars, successor Note
                  Paying Agents and successor Indenture Trustees pursuant to the
                  Indenture or the  appointment of successor  Administrators  or
                  Successor  Servicers,  or the consent to the assignment by the
                  Note Registrar,  Note Paying Agent or Indenture Trustee of its
                  obligations under the Indenture; and

(E)               the removal of the Indenture Trustee.

(ii)   Notwithstanding   anything  to  the  contrary  in  this  Agreement,   the
Administrator shall not be obligated to, and shall not, (x) make any payments to
the  Noteholders  under the Related  Agreements,  (y) sell the  Indenture  Trust
Estate  pursuant to Section 5.4 of the  Indenture  or (z) take any other  action
that the Issuer directs the Administrator not to take on its behalf.

3.  Records.  The Administrator shall maintain  appropriate books of account and
records relating to services performed hereunder, which books of account and
records shall be accessible for inspection by the Issuer and the Seller at any
time during normal business hours.

4.  Compensation.  As compensation for the performance of the Administrator's
obligations under this Agreement and, as reimbursement for its expenses related
thereto, the Administrator shall be entitled to $2,500 annually which shall be
solely an obligation of the Seller.

5.  Additional Information To Be Furnished to the Issuer.  The Administrator
shall furnish to the Issuer from time to time such additional information
regarding the Collateral as the Issuer shall reasonably request.

6. Independence of the  Administrator.  For all purposes of this Agreement,  the
Administrator shall be an independent contractor and shall not be subject to the
supervision  of the Issuer or the Owner  Trustee  with  respect to the manner in
which it  accomplishes  the  performance of its  obligations  hereunder.  Unless
expressly authorized by the Issuer, the Administrator shall have no authority to
act for or  represent  the Issuer or the Owner  Trustee in any way and shall not
otherwise be deemed an agent of the Issuer or the Owner Trustee.

7. No Joint Venture.  Nothing  contained in this Agreement (i) shall  constitute
the  Administrator  and either of the Issuer or the Owner  Trustee as members of
any partnership, joint venture, association,  syndicate, unincorporated business
or other  separate  entity,  (ii) shall be construed to impose any  liability as
such on any of them or  (iii)  shall  be  deemed  to  confer  on any of them any
express,  implied or apparent  authority to incur any obligation or liability on
behalf of the others.

8.  Other  Activities  of  Administrator.   Nothing  herein  shall  prevent  the
Administrator  or its  Affiliates  from engaging in other  businesses or, in its
sole discretion,  from acting in a similar capacity as an administrator  for any
other  person or entity even though such person or entity may engage in business
activities  similar to those of the Issuer,  the Owner  Trustee or the Indenture
Trustee.

9. Term of Agreement; Resignation and Removal of Administrator.  (a)  This
Agreement shall continue in force until the termination of the Issuer in
accordance with Section 9.1 of the Trust Agreement, upon which event this
Agreement shall automatically terminate.

(b) Subject to Sections 9(e) and 9(f), the  Administrator  may resign its duties
hereunder by providing  the Issuer with at least sixty (60) days' prior  written
notice.

(c) Subject to  Sections  9(e) and 9(f),  at the sole option of the Issuer,  the
Administrator may be removed immediately upon written notice of termination from
the Issuer to the Administrator if any of the following events shall occur:
<PAGE>

(i)               the  Administrator  shall default in the performance of any of
                  its duties  under this  Agreement  and,  after  notice of such
                  default, shall not cure such default within ten (10) days (or,
                  if such default  cannot be cured in such time,  shall not give
                  within  ten  (10)  days  such  assurance  of cure as  shall be
                  reasonably satisfactory to the Issuer);

(ii)              a court  having  jurisdiction  in the  premises  shall enter a
                  decree or order for relief, and such decree or order shall not
                  have been vacated  within  sixty (60) days,  in respect of the
                  Administrator  in any  involuntary  case under any  applicable
                  bankruptcy,  insolvency  or other similar law now or hereafter
                  in  effect  or  appoint  a  receiver,  liquidator,   assignee,
                  custodian,  trustee,  sequestrator or similar official for the
                  Administrator or any substantial part of its property or order
                  the winding-up or liquidation of its affairs; or

(iii)              the Administrator shall commence a voluntary case under any
                  applicable bankruptcy, insolvency or other similar law now or
                  hereafter in effect, shall consent to the entry of an order
                  for relief in an involuntary case under any such law, shall
                  consent to the appointment of a receiver, liquidator,
                  assignee, trustee, custodian, sequestrator or similar official
                  for the Administrator or any substantial part of its property,
                  shall consent to the taking of possession by any such official
                  of any substantial part of its property, shall make any
                  general assignment for the benefit of creditors or shall fail
                  generally to pay its debts as they become due.

         The Administrator agrees that if any of the events specified in clauses
(ii) or (iii) of this  Section 9(c) shall  occur,  it shall give written  notice
thereof to the Issuer and the Indenture  Trustee within seven (7) days after the
happening of such event.

(d) No  resignation or removal of the  Administrator  pursuant to this Section 9
shall be effective until a successor  Administrator shall have been appointed by
the Issuer and such successor  Administrator  shall have agreed in writing to be
bound by the terms of this Agreement in the same manner as the  Administrator is
bound hereunder. The Issuer shall provide written notice of any such resignation
or removal to the Indenture Trustee, with a copy to the Rating Agencies.

(e) The appointment of any successor Administrator shall be effective only after
satisfaction  of the  Rating  Agency  Condition  with  respect  to the  proposed
appointment.

(f) Subject to Sections 9(d) and 9(e), the Administrator  acknowledges that upon
the  appointment  of a successor  Servicer  pursuant  to the Sale and  Servicing
Agreement,  the  Administrator  shall  immediately  resign  and  such  successor
Servicer shall automatically become the Administrator under this Agreement.

10. Action upon Termination, Resignation or Removal. Promptly upon the effective
date  of  termination  of  this  Agreement  pursuant  to  Section  9(a)  or  the
resignation  or removal of the  Administrator  pursuant to Section  9(b) or (c),
respectively,  the  Administrator  shall  be  entitled  to be paid  all fees and
reimbursable   expenses  accruing  to  it  to  the  date  of  such  termination,
resignation or removal.  The Administrator shall forthwith upon such termination
pursuant to Section 9(a) deliver to the Issuer all property and  documents of or
relating  to the  Collateral  then in the custody of the  Administrator.  In the
event of the  resignation  or removal of the  Administrator  pursuant to Section
9(b) or (c), respectively, the Administrator shall cooperate with the Issuer and
take all  reasonable  steps  requested to assist the Issuer in making an orderly
transfer of the duties of the Administrator.
<PAGE>

11.  Notices.  Any notice, report or other communication given hereunder shall
be in writing and addressed of follows:

(a)               if to the Issuer or the Owner Trustee, to:

                  Ford Credit Auto Owner Trust 2000-D
                  c/o The Bank of New York
                  101 Barclay Street, Floor 12 East
                  New York, New York  10286
                  Attention: Asset-Backed Finance Unit
                  Telephone:  (212) 815-5731
                  Facsimile:  (212) 815-5544


(b)               if to the Administrator, to:

                  Ford Motor Credit Company
                  One American Road
                  Dearborn, Michigan  48126
                  Attention: Richard P. Conrad
                  Telephone: (313) 594-7765
                  Facsimile: (313) 248-7613


(c)               if to the Indenture Trustee, to:

                  The Chase Manhattan Bank
                  Corporate Trust Administration
                  450 West 33rd Street, 14th floor
                  New York, New York  10001
                  Attention:  Michael A. Smith
                  Telephone:  (212) 946-3346
                  Facsimile:  (212) 946-8158


or to such other  address as any party shall have  provided to the other parties
in writing. Any notice required to be in writing hereunder shall be deemed given
if such notice is mailed by certified mail,  postage prepaid,  or hand-delivered
to the address of such party as provided above.

12. Amendments. (a) This Agreement may be amended from time to time by a written
amendment duly executed and delivered by the Issuer,  the  Administrator and the
Indenture  Trustee,  with the written consent of the Owner Trustee,  without the
consent of the Noteholders and the Certificateholders, for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of the Noteholders or
Certificateholders;  provided that such  amendment  will not, as set forth in an
Opinion of Counsel  satisfactory to the Indenture Trustee and the Owner Trustee,
materially   and   adversely   affect  the   interest  of  any   Noteholder   or
Certificateholder.  This  Agreement  may  also be  amended  by the  Issuer,  the
Administrator  and the Indenture  Trustee with the written  consent of the Owner
Trustee and the Noteholders of Notes  evidencing not less than a majority of the
Notes Outstanding and the Certificateholders of Certificates evidencing not less
than a majority of the Aggregate  Certificate  Balance for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of Noteholders or the
Certificateholders;  provided,  however,  that no such amendment may increase or
reduce in any  manner  the  amount  of, or  accelerate  or delay the  timing of,
collections of payments on Receivables or distributions  that are required to be
made for the  benefit of the  Noteholders  or  Certificateholders  or reduce the
aforesaid  percentage  of  the  Noteholders  and  Certificateholders  which  are
required  to  consent  to  any  such  amendment,  without  the  consent  of  the
Noteholders of all the Notes Outstanding and  Certificateholders of Certificates
evidencing all of the Aggregate Certificate Balance.

                  (b)  Upon  any  proposed   amendment  or  supplement  to  this
Agreement  pursuant to this Section 12, if such proposed amendment or supplement
would  adversely  affect any of the Swap  Counterparty's  rights or  obligations
under the Interest Rate Swap Agreement or modify the  obligations  of, or impair
the ability of the Issuer to fully  perform any of its  obligations  under,  the
Interest Rate Swap Agreement, then the Administrator shall obtain the consent of
the Swap  Counterparty  prior to the adoption of such  amendment or  supplement,
provided the Swap Counterparty's consent shall not be unreasonably withheld, and
provided,  further, the Swap Counterparty's  consent will be deemed to have been
given if the Swap  Counterparty  does not object in writing  within ten Business
Days of receipt of a written request for such consent.
<PAGE>

13.  Successors  and  Assigns.  This  Agreement  may  not  be  assigned  by  the
Administrator  unless such  assignment is previously  consented to in writing by
the Issuer and the Owner Trustee and subject to the  satisfaction  of the Rating
Agency  Condition  in respect  thereof.  An  assignment  with such  consent  and
satisfaction,  if accepted by the assignee, shall bind the assignee hereunder in
the same manner as the  Administrator  is bound hereunder.  Notwithstanding  the
foregoing,  this  Agreement  may be  assigned by the  Administrator  without the
consent  of  the  Issuer  or  the  Owner  Trustee  to  a  corporation  or  other
organization  that is a  successor  (by  merger,  consolidation  or  purchase of
assets) to the Administrator; provided that such successor organization executes
and  delivers to the Issuer,  the Owner  Trustee  and the  Indenture  Trustee an
agreement in which such  corporation  or other  organization  agrees to be bound
hereunder  by  the  terms  of  said   assignment  in  the  same  manner  as  the
Administrator is bound hereunder. Subject to the foregoing, this Agreement shall
bind any successors or assigns of the parties hereto.

14. Governing Law.  This agreement shall be construed in accordance with the
laws of the State of New York, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.

15. Headings.  The Section headings hereof have been inserted for convenience of
reference only and shall not be construed to affect the meaning, construction
or effect of this Agreement.

16. Counterparts.  This Agreement may be executed in counterparts, each of which
when so executed shall be an original, but all of which together shall
constitute but one and the same agreement.

17.  Severability.  Any  provision  of  this  Agreement  that is  prohibited  or
unenforceable  in any  jurisdiction  shall be  ineffective to the extent of such
prohibition or unenforceability  without  invalidating the remaining  provisions
hereof and any such prohibition or  unenforceability  in any jurisdiction  shall
not invalidate or render unenforceable such provision in any other jurisdiction.

18.  Not Applicable to Ford Credit in Other Capacities.  Nothing in this
Agreement shall affect any right or obligation Ford Credit may have in any other
capacity.

19.  Limitation  of  Liability  of Owner  Trustee  and  Indenture  Trustee.  (a)
Notwithstanding  anything contained herein to the contrary,  this instrument has
been  signed  on  behalf  of the  Issuer  by The  Bank  of New  York  not in its
individual  capacity but solely in its  capacity as Owner  Trustee of the Issuer
and in no event  shall The Bank of New York in its  individual  capacity  or any
beneficial  owner of the  Issuer  have any  liability  for the  representations,
warranties,  covenants, agreements or other obligations of the Issuer hereunder,
as to all of which recourse shall be had solely to the assets of the Issuer. For
all purposes of this Agreement,  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 the Trust Agreement.

(b)  Notwithstanding  anything contained herein to the contrary,  this Agreement
has  been  countersigned  by The  Chase  Manhattan  Bank  not in its  individual
capacity  but  solely  as  Indenture  Trustee  and in no event  shall  The Chase
Manhattan  Bank  have  any  liability  for  the   representations,   warranties,
covenants,  agreements or other obligations of the Issuer hereunder or in any of
the certificates,  notices or agreements delivered pursuant hereto, as to all of
which recourse shall be had solely to the assets of the Issuer.

20.  Third-Party  Beneficiary.  The Owner  Trustee and the Delaware  Trustee are
third-party  beneficiaries  to this Agreement and are entitled to the rights and
benefits hereunder and may enforce the provisions hereof as if they were parties
hereto.
<PAGE>

21. Nonpetition  Covenants.  (a)  Notwithstanding  any prior termination of this
Agreement,  the Seller,  the  Administrator,  the Owner  Trustee,  the  Delaware
Trustee and the Indenture Trustee shall not, prior to the date which is one year
and one day after the  termination of this Agreement with respect to the Issuer,
acquiesce,  petition  or  otherwise  invoke  or cause the  Issuer to invoke  the
process of any court or  government  authority  for the purpose of commencing or
sustaining  a case  against the Issuer  under any  federal or State  bankruptcy,
insolvency  or similar  law or  appointing  a  receiver,  liquidator,  assignee,
trustee, custodian,  sequestrator or other similar official of the Issuer or any
substantial  part of its property,  or ordering the winding up or liquidation of
the affairs of the Issuer.

                  (b)  Notwithstanding  any prior termination of this Agreement,
the Issuer, the Administrator,  the Owner Trustee,  the Delaware Trustee and the
Indenture  Trustee  shall  not,  prior to the date which is one year and one day
after the  termination of this Agreement with respect to the Seller,  acquiesce,
petition  or  otherwise  invoke or cause the  Seller or the  General  Partner to
invoke  the  process of any court or  government  authority  for the  purpose of
commencing or sustaining a case against the Seller or the General  Partner under
any  federal or State  bankruptcy,  insolvency  or similar law or  appointing  a
receiver,  liquidator,  assignee,  trustee,  custodian,  sequestrator  or  other
similar official of the Seller or the General Partner or any substantial part of
their  respective  property,  or ordering the winding up or  liquidation  of the
affairs of the Seller or the General Partner.
<PAGE>


                  IN WITNESS WHEREOF,  the parties have caused this Agreement to
be duly executed and delivered as of the day and year first above written.

                       FORD CREDIT AUTO OWNER TRUST 2000-D

                       By:     THE BANK OF NEW YORK,
                               not in its individual
                               capacity but solely as
                               Owner Trustee

                               By:
                             Name:
                            Title:


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


                               By:
                             Name:
                            Title:


                        FORD MOTOR CREDIT COMPANY,
                        as Administrator

                               By:
                             Name:
                            Title:


<PAGE>




                                                                  APPENDIX A

                              Definitions and Usage
<PAGE>
                                                                    Exhibit 99.3

                               PURCHASE AGREEMENT

                  This  PURCHASE  AGREEMENT  (as  from  time  to  time  amended,
supplemented or otherwise  modified and in effect,  this "Agreement") is made as
of the 1st day of July  2000,  by and  between  FORD  MOTOR  CREDIT  COMPANY,  a
Delaware  corporation (the "Seller"),  having its principal  executive office at
One American Road,  Dearborn,  Michigan 48121,  and FORD CREDIT AUTO RECEIVABLES
TWO L.P., a Delaware limited partnership (the "Purchaser"), having its principal
executive office at One American Road, Dearborn, Michigan 48126.

                  WHEREAS,  in the regular  course of its  business,  the Seller
purchases certain motor vehicle retail installment sale contracts secured by new
and used automobiles and light trucks from motor vehicle dealers.

                  WHEREAS,  the Seller and the  Purchaser  wish to set forth the
terms  pursuant to which the  Receivables  and related  property are to be sold,
transferred,  assigned and  otherwise  conveyed by the Seller to the  Purchaser,
which Receivables will be transferred by the Purchaser  pursuant to the Sale and
Servicing  Agreement  to the Ford Credit  Auto Owner Trust  2000-D to be created
pursuant to the Trust  Agreement,  which Trust will issue notes  secured by such
Receivables and certain other property of the Trust,  pursuant to the Indenture,
and  will  issue  certificates   representing   beneficial   interests  in  such
Receivables  and  certain  other  property  of the Trust,  pursuant to the Trust
Agreement.

                  NOW, THEREFORE, in consideration of the foregoing,  other good
and valuable consideration, and the mutual terms and covenants contained herein,
the parties hereto agree as follows:

                                    ARTICLE I

                              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.  The term  "Seller"  herein shall mean Ford Motor Credit
Company.

                                   ARTICLE II

                    CONVEYANCE AND ACQUISITION OF RECEIVABLES

                  2.1      Conveyance and Acquisition of Receivables

                  On the Closing  Date,  subject to the terms and  conditions of
this  Agreement,  the Seller agrees to sell to the Purchaser,  and the Purchaser
agrees to  purchase  from the Seller,  the  Receivables  and the other  property
relating thereto (as defined below).

         (a) Conveyance of Purchased Property.  Effective as of the Closing Date
and simultaneously with the transactions pursuant to the Indenture, the Sale and
Servicing Agreement and the Trust Agreement, the Seller hereby sells, transfers,
assigns and otherwise  conveys to the Purchaser,  without  recourse,  all right,
title and interest of the Seller,  whether now owned or hereafter  acquired,  in
and  to  the  following  (collectively,   the  "Purchased  Property"):  (i)  the
Receivables;  (ii) 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);  (iii)  the  security  interests  in the  Financed
Vehicles granted by Obligors  pursuant to the Receivables and any other interest
of the Seller in the Financed  Vehicles;  (iv) 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; (v) Dealer Recourse; (vi) all of the Seller's rights to the Receivable
Files;  (vii) payments and proceeds with respect to the Receivables  held by the
Seller;  (viii)  all  property  (including  the  right  to  receive  Liquidation
Proceeds)  securing a  Receivable  (other than a Receivable  repurchased  by the
Seller);  (ix)  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 (x) 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.

         (b)  Receivables  Purchase Price.  In  consideration  for the Purchased
Property described in Section 2.1(a) hereof, the Purchaser shall, on the Closing
Date, pay to the Seller the Receivables  Purchase Price. As detailed on Schedule
B hereto, the portion of the Receivables Purchase Price to be paid in cash is an
amount  equal  to the net  cash  proceeds  from  the  sale of the  Notes  to the
Underwriters pursuant to the Underwriting  Agreement plus the amount of the cash
capital  contribution  by the General  Partner to the  Purchaser  on the Closing
Date,  minus  the  Reserve  Initial  Deposit.   The  remaining  portion  of  the
Receivables Purchase Price  ($156,047,872.18)  shall be deemed paid and returned
to the Purchaser and shall be considered a contribution to capital.  The portion
of the  Receivables  Purchase  Price to be paid in cash shall be paid by federal
wire transfer (same day) funds.
<PAGE>

         (c) It is understood that the absolute sale,  transfer,  assignment and
conveyance of the Purchased  Property by the Seller to the Purchaser pursuant to
this  Agreement  shall be without  recourse  and the Seller  does not  guarantee
collection  of any  Receivable,  provided,  however,  that such sale,  transfer,
assignment  and  conveyance  shall be made pursuant to and in reliance on by the
Purchaser of the  representations  and  warranties of the Seller as set forth in
Section 3.2(b) hereof.

2.2 The  Closing.  The  sale,  assignment,  conveyance  and  acquisition  of the
Purchased  Property shall take place at a closing (the "Closing") at the offices
of Skadden,  Arps,  Slate,  Meagher & Flom LLP, Four Times Square,  New York, NY
10036-6522 on the Closing Date,  simultaneously with the closings under: (a) the
Sale and Servicing  Agreement pursuant to which the Purchaser will assign all of
its right, title and interest in, to and under the Receivables and certain other
property to the Trust in exchange  for the Notes and the  Certificates;  (b) the
Indenture,  pursuant  to which the Trust  will issue the Notes and pledge all of
its right, title and interest in, to and under the Receivables and certain other
property  to secure the Notes;  (c) the Trust  Agreement,  pursuant to which the
Trust will issue the Certificates;  (d) the Underwriting Agreement,  pursuant to
which the Purchaser will sell to the Underwriters  the  Underwritten  Securities
and (e) the Interest Rate Swap Agreement, pursuant to which the Trust will agree
to pay to the swap  counterparty  a fixed  rate and the swap  counterparty  will
agree to pay to the Trust a floating  rate,  on the  notional  amount  described
therein.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

3.1    Representations and Warranties of the Purchaser.  The Purchaser hereby
represents and warrants to the Seller as of the date hereof and as of the
Closing Date:

         (a)  Organization,  etc. The Purchaser  has been duly  organized and is
validly existing as a limited partnership in good standing under the laws of the
State of Delaware,  and has full power and authority to execute and deliver this
Agreement and to perform the terms and provisions hereof and thereof.

         (b) Due  Authorization  and No Violation.  This Agreement has been duly
authorized,  executed and delivered by the Purchaser,  and is the legal,  valid,
binding and  enforceable  obligation of the Purchaser  except as the same may be
limited by insolvency,  bankruptcy,  reorganization or other laws relating to or
affecting the enforcement of creditors' rights or by general equity principles.

         (c) No Conflicts. The consummation of the transactions  contemplated by
this Agreement,  and the fulfillment of the terms hereof, will not conflict with
or  result in a breach of any of the terms or  provisions  of, or  constitute  a
default  under  (in each  case  material  to the  Purchaser),  or  result in the
creation or imposition of any lien, charge or encumbrance (in each case material
to the Purchaser)  upon any of the property or assets of the Purchaser  pursuant
to the  terms  of any  indenture,  mortgage,  deed  of  trust,  loan  agreement,
guarantee,  lease financing  agreement or similar  agreement or instrument under
which the Purchaser is a debtor or guarantor, nor will such action result in any
violation of the  provisions of the  Certificate  of Limited  Partnership or the
Limited Partnership Agreement of the Purchaser.

         (d) No Proceedings. No legal or governmental proceedings are pending to
which the  Purchaser is a party or of which any property of the Purchaser is the
subject,  and no such proceedings are threatened or contemplated by governmental
authorities or threatened by others,  other than such proceedings which will not
have a material adverse effect upon the general affairs, financial position, net
worth or results of  operations  (on an annual  basis) of the Purchaser and will
not  materially  and adversely  affect the  performance  by the Purchaser of its
obligations under, or the validity and enforceability of, this Agreement.

         (e)      Fair Market Value.  The Purchaser has determined that the
Receivables Purchase Price paid by it for the Purchased Property on the Closing
Date is equal to the fair market value for the Purchased Property.
<PAGE>

3.2      Representations and Warranties of the Seller.

         (a)      The Seller hereby represents and warrants to the Purchaser as
of the date hereof and as of the Closing Date:

(i)      Organization, etc. The Seller has been duly incorporated and is validly
         existing as a corporation  in good standing under the laws of the State
         of Delaware,  and is duly qualified to transact business and is in good
         standing in each  jurisdiction in the United States of America in which
         the conduct of its business or the  ownership of its property  requires
         such qualification.

(ii)     Power and Authority; Due Authorization;  Enforceability. The Seller has
         full power and authority to convey and assign the property conveyed and
         assigned to the Purchaser  hereunder and has duly  authorized such sale
         and assignment to the Purchaser by all necessary corporate action. This
         Agreement  has been duly  authorized,  executed  and  delivered  by the
         Seller and shall constitute the legal,  valid,  binding and enforceable
         obligation  of  the  Seller  except  as the  same  may  be  limited  by
         insolvency,  bankruptcy,  reorganization  or other laws  relating to or
         affecting the  enforcement  of creditors'  rights or by general  equity
         principles.


(iii)      No Violation.  The consummation of the transactions contemplated by
           this Agreement, and the fulfillment of the terms hereof, will not
           conflict with or result in a breach of any of the terms or provisions
           of, or constitute a default under (in each case material to the
           Seller and its subsidiaries considered as a whole), or result in the
           creation or imposition of any lien, charge or encumbrance (in each
           case material to the Seller and its subsidiaries considered as a
           whole) upon any of the property or assets of the Seller pursuant
           to the terms of, any indenture, mortgage, deed of trust, loan
           agreement, guarantee, lease financing agreement or similar agreement
           or instrument under which the Seller is a debtor or guarantor, nor
           will such action result in any violation of the provisions of the
           certificate of incorporation or the by-laws of the Seller.

(iv)     No  Proceedings.  No legal or  governmental  proceedings are pending to
         which the Seller is a party or of which any  property  of the Seller is
         the subject,  and no such proceedings are threatened or contemplated by
         governmental  authorities  or  threatened  by  others,  other than such
         proceedings  which will not have a  material  adverse  effect  upon the
         general affairs, financial position, net worth or results of operations
         (on an annual basis) of the Seller and its subsidiaries considered as a
         whole and will not materially and adversely  affect the  performance by
         the Seller of its obligations under, or the validity and enforceability
         of, this Agreement.

         (b) The Seller makes the following representations and warranties as to
the Receivables on which the Purchaser relies in accepting the Receivables. Such
representations  and warranties  speak as of the Closing Date, but shall survive
the transfer,  assignment and conveyance of the Receivables to the Purchaser and
the  subsequent  assignment  and transfer to the Trust  pursuant to the Sale and
Servicing  Agreement and the pledge thereof to the Indenture Trustee pursuant to
the Indenture:

         (i) Characteristics of Receivables. Each Receivable (a) shall have been
         originated  in the United  States of America by a Dealer for the retail
         sale of a Financed  Vehicle  in the  ordinary  course of such  Dealer's
         business,  shall have been fully and  properly  executed by the parties
         thereto,  shall have been  purchased  either  (X) by the Seller  from a
         Dealer  under an existing  dealer  agreement  with the Seller and shall
         have been  validly  assigned  by such  Dealer  to the  Seller or (Y) by
         PRIMUS  from a Dealer  or other  finance  source  (provided  that  such
         purchase  relates to an individual  Receivable and not a bulk purchase)
         under an existing  agreement  with  PRIMUS and shall have been  validly
         assigned  by such  Dealer or other  finance  source to PRIMUS and shall
         have been  validly  assigned  by PRIMUS to the  Seller in the  ordinary
         course of  business,  (b) shall have  created or shall  create a valid,
         subsisting,  and enforceable  first priority security interest in favor
         of the Seller in the Financed Vehicle, which security interest shall be
         assignable by the Seller to the Purchaser,  (c) shall contain customary
         and  enforceable  provisions  such that the rights and  remedies of the
         holder thereof shall be adequate for realization against the collateral
         of the benefits of the  security,  (d) shall  provide for level monthly
         payments  (provided  that the payment in the first or last month in the
         life of the  Receivable  may be  minimally  different  from  the  level
         payment) that fully amortize the Amount  Financed by maturity and yield
         interest at the Annual  Percentage  Rate, (e) shall provide for, in the
         event that such contract is prepaid,  a prepayment  that fully pays the
         Principal  Balance,  and (f) is an  Actuarial  Receivable  or a  Simple
         Interest Receivable.
<PAGE>

         (ii) Schedule of Receivables. The information set forth in the Schedule
         of Receivables shall be true and correct in all material respects as of
         the opening of business on the Cutoff Date, and no selection procedures
         believed  to be adverse to the  Noteholders  or the  Certificateholders
         shall  have been  utilized  in  selecting  the  Receivables  from those
         receivables which meet the criteria contained herein. The computer tape
         or other  listing  regarding  the  Receivables  made  available  to the
         Purchaser and its assigns is true and correct in all material respects.

         (iii) Compliance with Law. Each Receivable and the sale of the Financed
         Vehicle shall have  complied at the time it was  originated or made and
         at the  execution  of  this  Agreement  shall  comply  in all  material
         respects with all requirements of applicable federal,  State, and local
         laws, and regulations thereunder,  including, without limitation, usury
         laws, the Federal  Truth-in-Lending  Act, the Equal Credit  Opportunity
         Act, the Fair Credit Reporting Act, the Fair Debt Collection  Practices
         Act, the Federal Trade Commission Act, the Magnuson-Moss  Warranty Act,
         the Federal Reserve Board's  Regulations B and Z, and State adaptations
         of the National  Consumer Act and of the Uniform  Consumer Credit Code,
         and  other  consumer  credit  laws and  equal  credit  opportunity  and
         disclosure laws.

         (iv) Binding  Obligation.  Each Receivable shall represent the genuine,
         legal,   valid,   and  binding  payment   obligation  of  the  Obligor,
         enforceable by the holder thereof in accordance  with its terms subject
         to the  effect  of  bankruptcy,  insolvency,  reorganization,  or other
         similar laws affecting the enforcement of creditors' rights generally.

(v)               No Government Obligor.  None of the Receivables shall be due
         from the United States of America or any State or from any agency,
         department, or instrumentality of the United States of America, any
         State or political subdivision of either thereof.

(vi)     Security  Interest  in  Financed  Vehicle.  Immediately  prior  to  the
         transfer,  assignment and conveyance thereof,  each Receivable shall be
         secured by a first priority, validly perfected security interest in the
         Financed  Vehicle  in  favor  of the  Seller  as  secured  party or all
         necessary and appropriate  actions shall have been commenced that would
         result in a first priority,  validly perfected security interest in the
         Financed Vehicle in favor of the Seller as secured party.

(vii)    Receivables  in  Force.  No  Receivable   shall  have  been  satisfied,
         subordinated,  or rescinded,  nor shall any Financed  Vehicle have been
         released from the lien granted by the related Receivable in whole or in
         part.

(viii)     No Waiver.  No provision of a Receivable shall have been waived.

(ix)       No Defenses.  No right of rescission, setoff, counterclaim, or
         defense shall have been asserted or
         threatened with respect to any Receivable.


(x)      No Liens.  To the best of the  Seller's  knowledge,  no liens or claims
         shall have been  filed for work,  labor,  or  materials  relating  to a
         Financed  Vehicle  that  shall be liens  prior to, or equal  with,  the
         security interest in the Financed Vehicle granted by the Receivable.

(xi)     No Default.  Except for payment defaults continuing for a period of not
         more than thirty (30) days as of the Cutoff Date,  no default,  breach,
         violation,  or event  permitting  acceleration  under  the terms of any
         Receivable shall have occurred;  and no continuing  condition that with
         notice  or the  lapse  of time  would  constitute  a  default,  breach,
         violation,  or event  permitting  acceleration  under  the terms of any
         Receivable shall have arisen; and the Seller shall not waive any of the
         foregoing.

(xii)    Insurance.  With respect to each Receivable,  the Seller, in accordance
         with its  customary  standards,  policies  and  procedures,  shall have
         determined that, as of the date of origination of each Receivable,  the
         Obligor had  obtained  or agreed to obtain  physical  damage  insurance
         covering the Financed Vehicle.

(xiii)            Title.  It is the intention of the Seller that the transfer
         and assignment herein contemplated
         constitute an absolute sale, transfer, assignment and conveyance of the
         Receivables from the Seller to the
         Purchaser and that the beneficial interest in and title to the
         Receivables not be part of the Seller's estate
         in the event of the filing of a bankruptcy petition by or against the
         Seller under any bankruptcy law.  No
         Receivable has been sold, transferred, assigned, conveyed or pledged by
         the Seller to any Person other than
         the Purchaser.  Immediately prior to the transfer and assignment herein
         contemplated, the Seller had good and
         marketable title to each Receivable free and clear of all Liens,
         encumbrances, security interests,
         participations and rights of others (limited, in the case of mechanics'
         liens, tax liens and liens attaching
         to the related Receivables by operation of law, to the best of the
         Seller's knowledge) and, immediately upon
         the transfer thereof, the Purchaser shall have good and marketable
         title to each Receivable, free and clear
         of all Liens, encumbrances, security interests, participations and
         rights of others; and the transfer of the
         Purchased Property has been perfected under the UCC.
<PAGE>

(xiv)    Valid Assignment. No Receivable shall have been originated in, or shall
         be  subject  to the laws of,  any  jurisdiction  under  which the sale,
         transfer,  assignment  and  conveyance  of such  Receivable  under this
         Agreement  or pursuant to  transfers  of the Notes or the  Certificates
         shall be unlawful,  void, or voidable.  The Seller has not entered into
         any  agreement  with any account  debtor that  prohibits,  restricts or
         conditions the assignment of any portion of the Receivables.

(xv)     All Filings  Made.  All filings  (including,  without  limitation,  UCC
         filings)  necessary in any  jurisdiction  to give the Purchaser a first
         priority, validly perfected ownership interest in the Receivables shall
         have been made.

(xvi)             Chattel Paper.  Each Receivable constitutes "chattel paper"
         as defined in the UCC.

(xvii)            One Original.  There shall be only one original executed copy
         of each Receivable.  The Seller, or its custodian, has possession of
         such original with respect to each Receivable.

(xviii)           New and Used Vehicles.  70.00% of the aggregate Principal
         Balance of the Receivables, constituting 62.72% of the number of
         Receivables, as of the Cutoff Date, represent vehicles financed at new
         vehicle rates, and the remainder of the Receivables represent vehicles
         financed at used vehicle rates.

(xix)             Amortization Type.  By aggregate Principal Balance as of the
         Cutoff Date, 0.32% of the Receivables
         constitute Actuarial Receivables and 99.68% of the Receivables
         constitute Simple Interest Receivables.

(xx)                Origination.  Each Receivable shall have an origination
         date on or after July 1, 1998.


(xxi)    PRIMUS. 12.24% of the aggregate Principal Balance of the Receivables as
         of the Cutoff Date represent Receivables  originated through PRIMUS and
         assigned to the Seller,  and 87.76% of the aggregate  Principal Balance
         of the  Receivables  as of the Cutoff Date represent  Receivables  that
         were originated through Ford Credit (excluding PRIMUS).

(xxii)            Maturity of Receivables.  Each Receivable shall have an
         original maturity of not greater than sixty
         (60) months.

(xxiii)           Annual Percentage Rate.  The Annual Percentage Rate of each
         Receivable shall be not less than 1.90%
         and not greater than 20.00%.

(xxiv)   Scheduled  Payments.  Each  Receivable  shall  have a  first  Scheduled
         Payment due, in the case of Actuarial Receivables, or a first scheduled
         due date, in the case of Simple  Interest  Receivables,  on or prior to
         July 31, 2000 and no Receivable  shall have a payment that is more than
         thirty (30) days overdue as of the Cutoff Date.

(xxv)             Location of Receivable Files.  The Receivable Files shall be
         kept at one or more of the locations
         listed in Schedule A-1 hereto or the offices of one of the custodians
         specified in Schedule A-2 hereto.

(xxvi)   No  Extensions.  The  number  of  Scheduled  Payments,  in the  case of
         Actuarial  Receivables,  and the number of scheduled due dates,  in the
         case of Simple Interest Receivables, shall not have been extended on or
         before the Cutoff Date on any Receivable.

(xxvii)  Other Data.  The numerical data relating to the characteristics of the
         Receivables contained in the
         Prospectus are true and correct in all material respects.

(xxviii) Agreement.  The representations and warranties in this Agreement shall
         be true.


<PAGE>



(xxix)            No Receivables Originated in Alabama or Pennsylvania.  No
         Receivable shall have been originated in
         Alabama or Pennsylvania.

         (c) The Seller  has  determined  that the  Receivables  Purchase  Price
received by it for the  Purchased  Property on the Closing  Date is equal to the
fair market value for the Purchased Property.

                                   ARTICLE IV

                                   CONDITIONS

4.1      Conditions to Obligation of the Purchaser.  The obligation of the
Purchaser to purchase the Receivables is subject to the satisfaction of the
following conditions:

         (a)  Representations  and  Warranties  True.  The  representations  and
warranties of the Seller hereunder shall be true and correct on the Closing Date
with the same effect as if then made,  and the Seller shall have  performed  all
obligations to be performed by it hereunder on or prior to the Closing Date.

         (b) Computer Files Marked. The Seller, at its own expense,  on or prior
to the Closing Date,  shall indicate in its computer  files,  in accordance with
its customary standards, policies and procedures, that the Receivables have been
conveyed to the  Purchaser  pursuant to this  Agreement and shall deliver to the
Purchaser the Schedule of  Receivables  certified by an officer of the Seller to
be true, correct and complete.

         (c)      Documents to be Delivered by the Seller at the Closing.

                  (i)      The Assignment.  On the Closing Date, the Seller will
         execute and deliver the Assignment.
         The Assignment shall be substantially in the form of Exhibit A hereto.

                  (ii) Evidence of UCC Filing.  On or prior to the Closing Date,
         the Seller shall record and file, at its own expense, a UCC-1 financing
         statement in each  jurisdiction  in which  required by applicable  law,
         executed by the Seller, as seller or debtor,  and naming the Purchaser,
         as purchaser or secured  party,  naming the  Receivables  and the other
         property  conveyed  hereunder,  meeting the requirements of the laws of
         each such  jurisdiction  and in such manner as is  necessary to perfect
         the transfer,  assignment  and  conveyance of such  Receivables  to the
         Purchaser.  The Seller  shall  deliver a  file-stamped  copy,  or other
         evidence satisfactory to the Purchaser of such filing, to the Purchaser
         on or prior to the Closing Date.


                  (iii)  Other Documents.  Such other documents as the Purchaser
   may reasonably request.

         (d)      Other Transactions.  The transactions contemplated by the Sale
and Servicing Agreement, the Indenture and the Trust Agreement shall be
consummated on the Closing Date.

4.2      Conditions to Obligation of the Seller.  The obligation of the Seller
to convey the Receivables to the Purchaser is subject to the satisfaction of the
following conditions:

         (a)  Representations  and  Warranties  True.  The  representations  and
warranties of the Purchaser  hereunder  shall be true and correct on the Closing
Date  with the  same  effect  as if then  made,  and the  Purchaser  shall  have
performed  all  obligations  to be  performed by it hereunder on or prior to the
Closing Date.

         (b)    Receivables Purchase Price.  At the Closing Date, the Purchaser
will deliver to the Seller the Receivables Purchase Price in accordance with
Section 2.1(b).
<PAGE>


                                    ARTICLE V

                             COVENANTS OF THE SELLER

                  The Seller covenants and agrees with the Purchaser as follows,
provided,  however,  that to the extent  that any  provision  of this  ARTICLE V
conflicts with any provision of the Sale and Servicing  Agreement,  the Sale and
Servicing Agreement shall govern:


5.1      Protection of Right, Title and Interest.

         (a) The Seller shall  execute and file such  financing  statements  and
cause to be executed and filed such continuation statements,  all in such manner
and in such places as may be required by law fully to  preserve,  maintain,  and
protect the interest of the Purchaser (or its assignee) in the  Receivables  and
in the proceeds thereof.  The Seller shall deliver (or cause to be delivered) to
the Purchaser file-stamped copies of, or filing receipts for, any document filed
as provided above, as soon as available following such filing.

         (b) The  Seller  shall not  change  its name,  identity,  or  corporate
structure in any manner that would, could, or might make any financing statement
or  continuation  statement filed by the Seller in accordance with paragraph (a)
above seriously misleading within the meaning of ss. 9-402(7) of the UCC, unless
it shall have given the Purchaser at least five (5) days' prior  written  notice
thereof and shall have promptly filed  appropriate  amendments to all previously
filed financing statements or continuation statements.

         (c) The Seller shall give the Purchaser at least sixty (60) days' prior
written  notice of any  relocation  of its principal  executive  office if, as a
result of such  relocation,  the applicable  provisions of the UCC would require
the filing of any amendment of any previously  filed  financing or  continuation
statement or of any new  financing  statement  and shall  promptly file any such
amendment or new  financing  statement.  The Seller shall at all times  maintain
each office from which it shall service Receivables, and its principal executive
office, within the United States of America.

         (d)  The  Seller  shall  maintain  accounts  and  records  as  to  each
Receivable  accurately and in sufficient  detail to permit the reader thereof to
know  at any  time  the  status  of  such  Receivable,  including  payments  and
recoveries made and payments owing (and the nature of each).

         (e) The Seller shall maintain its computer systems,  in accordance with
its customary  standards,  policies and procedures,  so that, from and after the
time of conveyance  hereunder of the Receivables to the Purchaser,  the Seller's
master  computer  records  (including  any  back-up  archives)  that  refer to a
Receivable  shall  indicate  clearly  the  interest  of the  Purchaser  in  such
Receivable  and that such  Receivable is owned by the Purchaser or its assignee.
Indication  of the  ownership of a Receivable  by the  Purchaser or its assignee
shall not be deleted from or modified on the Seller's  computer  systems  until,
and only until, the Receivable shall have been paid in full or repurchased.

         (f) If at any time the Seller shall  propose to sell,  grant a security
interest in, or otherwise transfer any interest in automotive receivables to any
prospective  purchaser,  lender, or other  transferee,  the Seller shall give to
such prospective purchaser, lender, or other transferee computer tapes, records,
or print-outs (including any restored from back-up archives) that, if they shall
refer in any manner  whatsoever to any Receivable,  shall indicate  clearly that
such Receivable has been conveyed to and is owned by the Purchaser.

         (g) The Seller shall,  upon receipt by the Seller of  reasonable  prior
notice,  permit the Purchaser and its agents at any time during normal  business
hours to inspect,  audit,  and make copies of and  abstracts  from the  Seller's
records regarding any Receivable.

         (h) Upon  request,  the Seller shall furnish to the  Purchaser,  within
twenty (20) Business  Days, a list of all  Receivables  (by contract  number and
name of Obligor) then owned by the Purchaser,  together with a reconciliation of
such list to the Schedule of Receivables.

5.2 Other Liens or Interests.  Except for the conveyances hereunder and pursuant
to the other  Basic  Documents,  the  Seller  will not sell,  pledge,  assign or
transfer any Receivable to any other Person, or grant, create,  incur, assume or
suffer to exist any Lien on any  interest  therein,  and the Seller shall defend
the  right,  title,  and  interest  of  the  Purchaser  in,  to and  under  such
Receivables  against all claims of third parties  claiming  through or under the
Seller; provided,  however, that the Seller's obligations under this Section 5.2
shall  terminate  upon  the  termination  of the  Trust  pursuant  to the  Trust
Agreement.

5.3 Costs and  Expenses.  The  Seller  agrees  to pay all  reasonable  costs and
disbursements  in connection with the perfection,  as against all third parties,
of the Purchaser's right, title and interest in and to the Receivables.


<PAGE>



5.4      Indemnification.

         (a) The Seller shall defend, indemnify, and hold harmless the Purchaser
from and against  any and all costs,  expenses,  losses,  damages,  claims,  and
liabilities,  arising out of or resulting from the failure of a Receivable to be
originated in compliance with all  requirements of law and for any breach of any
of the  Seller's  representations  and  warranties  contained  herein  provided,
however, with respect to a breach of the Seller's representations and warranties
as set forth in Section  3.2(b),  any  indemnification  amounts owed pursuant to
this Section 5.4 with  respect of a  Receivable  shall give effect to and not be
duplicative of the Purchase  Amounts paid by the Seller  pursuant to Section 6.2
hereof.

         (b) The Seller shall defend, indemnify, and hold harmless the Purchaser
from and against  any and all costs,  expenses,  losses,  damages,  claims,  and
liabilities,  arising out of or resulting from the use, ownership,  or operation
by the Seller or any Affiliate thereof of a Financed Vehicle.

         (c) The Seller shall defend, indemnify, and hold harmless the Purchaser
from and against any and all taxes that may at any time be asserted  against the
Purchaser  with  respect to the  transactions  contemplated  herein,  including,
without limitation,  any sales, gross receipts,  general  corporation,  tangible
personal  property,  privilege,  or  license  taxes and costs  and  expenses  in
defending against the same.

         (d) The Seller shall defend, indemnify, and hold harmless the Purchaser
from and against  any and all costs,  expenses,  losses,  claims,  damages,  and
liabilities  to the extent that such cost,  expense,  loss,  claim,  damage,  or
liability  arose  out  of,  or was  imposed  upon  the  Purchaser  through,  the
negligence,  willful misfeasance,  or bad faith of the Seller in the performance
of its duties  under this  Agreement  or by reason of reckless  disregard of the
Seller's obligations and duties under this Agreement.

         (e) The Seller shall defend, indemnify, and hold harmless the Purchaser
from and against all costs, expenses,  losses, claims,  damages, and liabilities
arising out of or incurred in connection  with the  acceptance or performance of
the  Seller's  trusts  and  duties  as  Servicer  under  the Sale and  Servicing
Agreement, except to the extent that such cost, expense, loss, claim, damage, or
liability  shall be due to the willful  misfeasance,  bad faith,  or  negligence
(except for errors in judgment) of the Purchaser.

These indemnity obligations shall be in addition to any obligation that the
Seller may otherwise have.

5.5  Treatment.  The Seller  agrees to treat this  conveyance as (i) an absolute
transfer  for tax  purposes  and (ii) a sale for all other  purposes  (including
without limitation financial accounting purposes),  in each case on all relevant
books,   records,  tax  returns,   financial  statements  and  other  applicable
documents.

                                   ARTICLE VI

                            MISCELLANEOUS PROVISIONS

6.1      Obligations of Seller.  The obligations of the Seller under this
Agreement shall not be affected by reason of any invalidity, illegality or
irregularity of any Receivable.

6.2 Repurchase of Receivables  Upon Breach by the Seller.  (a) The Seller hereby
covenants and agrees with the Purchaser  for the benefit of the  Purchaser,  the
Trust,  the Owner  Trustee,  the  Indenture  Trustee,  the  Noteholders  and the
Certificateholders,  that  the  occurrence  of a breach  of any of the  Seller's
representations  and  warranties   contained  in  Section  3.2(b)  hereof  shall
constitute  events  obligating  the Seller to repurchase  Receivables  hereunder
("Repurchase  Events"),  at the Purchase  Amount from the  Purchaser or from the
Trust.
<PAGE>

(b) Any Person who discovers a breach of any  representation  or warranty of the
Seller set forth in Section  3.2(b) hereof may, and if such Person is the Seller
or the Servicer, shall, inform promptly the Servicer, the Seller, the Purchaser,
the Trust, the Owner Trustee and the Indenture  Trustee,  as the case may be, in
writing,  upon the discovery of any breach of any  representation or warranty as
set forth in Section 3.2(b)  hereof.  Unless the breach shall have been cured by
the last day of the second  Collection  Period  following such discovery (or, at
the Seller's election,  the last day of the first following  Collection Period),
the Seller shall repurchase any Receivable  materially and adversely affected by
such breach at the Purchase  Amount.  In consideration of the repurchase of such
Receivable,  the Seller  shall remit the  Purchase  Amount to the  Servicer  for
distribution pursuant to Section 4.2 of the Servicing Agreement. The sole remedy
(except as  provided in Section 5.4  hereof) of the  Purchaser,  the Trust,  the
Owner Trustee, the Indenture Trustee, the Noteholders or the  Certificateholders
against the Seller with  respect to a  Repurchase  Event shall be to require the
Seller to repurchase  Receivables  pursuant to this Section 6.2. With respect to
all  Receivables  repurchased  pursuant to this Section 6.2, the Purchaser shall
assign to the Seller,  without  recourse,  representation  or warranty,  all the
Purchaser's  right,  title  and  interest  in and to such  Receivables,  and all
security and documents relating thereto.

6.3  Seller's  Assignment  of  Purchased   Receivables.   With  respect  to  all
Receivables repurchased by the Seller pursuant to this Agreement,  the Purchaser
shall assign,  without recourse,  representation or warranty,  to the Seller all
the Purchaser's  right,  title and interest in and to such Receivables,  and all
security and documents relating thereto.

6.4      Trust.  The Seller acknowledges that:

         (a) The Purchaser will,  pursuant to the Sale and Servicing  Agreement,
convey the  Receivables  to the Trust and assign its rights under this Agreement
to the Trust for the benefit of the Noteholders and the Certificateholders,  and
that the  representations  and  warranties  contained in this  Agreement and the
rights of the  Purchaser  under  Sections  6.2 and 6.3  hereof are  intended  to
benefit   the   Trust,   the   Owner   Trustee,    the   Noteholders   and   the
Certificateholders.   The  Seller  hereby   consents  to  such   conveyance  and
assignment.

         (b) The Trust will,  pursuant to the Indenture,  pledge the Receivables
and its rights under this Agreement to the Indenture  Trustee for the benefit of
the Noteholders,  and that the representations and warranties  contained in this
Agreement and the rights of the Purchaser under this Agreement,  including under
Sections  6.2 and 6.3 are  intended  to benefit  the  Indenture  Trustee and the
Noteholders. The Seller hereby consents to such pledge.

6.5  Amendment.  This  Agreement  may be amended  from time to time by a written
amendment duly executed and delivered by the Seller and the Purchaser; provided,
however, that any such amendment that materially adversely affects the rights of
the  Noteholders  or  the  Certificateholders  under  the  Indenture,  Sale  and
Servicing  Agreement or Trust Agreement shall be consented to by the Noteholders
of Notes  evidencing not less than a majority of the Notes  Outstanding  and the
Certificateholders  of  Certificates  evidencing not less than a majority of the
Aggregate  Certificate  Balance;  provided,   further,  that  any  amendment  or
supplement which would adversely affect any of the Swap Counterparty's rights or
obligations under the Interest Rate Swap Agreement or modify the obligations of,
or impair  the  ability of the Issuer to fully  perform  any of its  obligations
under,  the  Interest  Rate Swap  Agreement  shall be  consented  to by the Swap
Counterparty,  which  consent  shall  not be  unreasonably  withheld.  The  Swap
Counterparty's   consent  will  be  deemed  to  have  been  given  if  the  Swap
Counterparty does not object in writing within ten Business Days of receipt of a
written request for such consent.

6.6      Accountants' Letters.

         (a)  PricewaterhouseCoopers  LLP will review the characteristics of the
Receivables  described in the  Schedule of  Receivables  and will compare  those
characteristics to the information with respect to the Receivables  contained in
the Prospectus.

         (b)   The   Seller   will    cooperate    with   the    Purchaser   and
PricewaterhouseCoopers  LLP in making  available all  information and taking all
steps reasonably necessary to permit such accountants to complete the review set
forth in Section 6.6(a) above and to deliver the letters  required of them under
the Underwriting Agreement.

(c)  PricewaterhouseCoopers  LLP will deliver to the Purchaser a letter,  dated
the  Closing  Date,  in the form  previously  agreed  to by the  Seller  and the
Purchaser,  with respect to the financial and statistical  information contained
in the  Prospectus  under  the  caption  "Delinquencies,  Repossessions  and Net
Losses" and with respect to such other  information as may be agreed in the form
of letter.


<PAGE>



6.7 Waivers.  No failure or delay on the part of the Purchaser in exercising any
power, right or remedy under this Agreement or the Assignment shall operate as a
waiver  thereof,  nor shall any single or partial  exercise  of any such  power,
right or remedy preclude any other or further  exercise  thereof or the exercise
of any other power, right or remedy.

6.8 Notices.  All  communications  and notices  pursuant  hereto to either party
shall be in writing or by  facsimile  and  addressed  or  delivered to it at its
address as shown below or at such other  address as may be  designated  by it by
notice to the other party and, if mailed or sent by  facsimile,  shall be deemed
given when mailed or when transmitted by facsimile.


To Seller:        Ford Motor Credit Company
                  One American Road
                  Dearborn, Michigan 48126-6044
                  Attn:  Secretary
                  Facsimile No.:  (313) 594-7742

To Purchaser:     Ford Credit Auto Receivables Two L.P.
                  c/o Ford Credit Auto Receivables Two Inc.
                  One American Road
                  Dearborn, Michigan  48126
                  Attn: Secretary
                  Facsimile No.:   (313) 594-7742

6.9 Costs  and  Expenses.  The  Seller  will pay all  expenses  incident  to the
performance of its obligations under this Agreement and the Seller agrees to pay
all reasonable out-of-pocket costs and expenses of the Purchaser, excluding fees
and expenses of counsel,  in  connection  with the  perfection  as against third
parties of the Purchaser's  right,  title and interest in and to the Receivables
and the enforcement of any obligation of the Seller hereunder.

6.10 Survival. The respective agreements, representations,  warranties and other
statements by the Seller and the Purchaser set forth in or made pursuant to this
Agreement  shall  remain in full force and effect and will  survive  the closing
under  Section  2.2 hereof and any sale,  transfer  or other  assignment  of the
Receivables by the Purchaser.


6.11 Confidential Information. The Purchaser agrees that it will neither use nor
disclose  to any  Person  the names and  addresses  of the  Obligors,  except in
connection with the enforcement of the Purchaser's  rights hereunder,  under the
Receivables, under any Sale and Servicing Agreement or as required by law.

6.12 Headings and  Cross-References.  The various headings in this Agreement are
included for convenience only and shall not affect the meaning or interpretation
of any  provision of this  Agreement.  References  in this  Agreement to Section
names or numbers are to such Sections of this Agreement.

6.13              GOVERNING LAW.  THIS AGREEMENT AND THE ASSIGNMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
NEW YORK.

6.14  Counterparts.  This Agreement may be executed in two or more  counterparts
and by  different  parties on separate  counterparts,  each of which shall be an
original,  but  all  of  which  together  shall  constitute  one  and  the  same
instrument.

6.15 Further  Assurances.  Seller and Purchaser will each, at the request of the
other,  execute and deliver to the other all other  instruments  that either may
reasonably request in order to perfect the conveyance,  transfer, assignment and
delivery to Purchaser of the rights to be  conveyed,  transferred,  assigned and
delivered and for the consummation of this Agreement.


<PAGE>




IN WITNESS WHEREOF,  the parties hereby have caused this Purchase  Agreement to
be executed by their  respective  officers  thereunto duly  authorized as of the
date and year first above written.



                                            FORD MOTOR CREDIT COMPANY


                                            By:
                                                Name:
                                                Title:


                                            FORD CREDIT AUTO RECEIVABLES
                                              TWO L.P.

                                            By: FORD CREDIT AUTO RECEIVABLES
                                                  TWO, INC.,
                                                        as General Partner

                                            By:
                                                 Name:
                                                 Title:


<PAGE>



                                                                     Exhibit A

                                   ASSIGNMENT

                  For value received,  in accordance with the Purchase Agreement
dated as of July 1, 2000 (the "Purchase Agreement"), between the undersigned and
FORD CREDIT AUTO  RECEIVABLES TWO L.P. (the  "Purchaser"),  the undersigned does
hereby  assign,  transfer  and  otherwise  convey  unto the  Purchaser,  without
recourse, all right, title and interest of the undersigned, whether now owned or
hereafter  acquired,  in and to the following:  (i) the  Receivables;  (ii) 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);  (iii) the security  interests in the Financed  Vehicles granted by
Obligors pursuant to the Receivables and any other interest of the Seller in the
Financed  Vehicles;  (iv)  rights  to  receive  proceeds  with  respect  to  the
Receivables from claims on any physical damage,  credit life, credit disability,
or other  insurance  policies  covering the Financed  Vehicles or Obligors;  (v)
Dealer Recourse;  (vi) all of the Seller's rights to the Receivable Files; (vii)
payments and proceeds with respect to the Receivables held by the Seller; (viii)
all property  (including the right to receive  Liquidation  Proceeds) securing a
Receivable (other than a Receivable  repurchased by the Seller); (ix) 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 (x) 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.  The foregoing  conveyance does not constitute
and is  not  intended  to  result  in any  assumption  by the  Purchaser  of any
obligation of the  undersigned to the Obligors,  insurers or any other Person in
connection with the Receivables, Receivable Files, any insurance policies or any
agreement or instrument relating to any of them.

                  This   Assignment   is  made   pursuant   to  and   upon   the
representations,  warranties  and  agreements  on the  part  of the  undersigned
contained  in the  Purchase  Agreement  and is to be  governed  by the  Purchase
Agreement.

                  Capitalized  terms used herein and not otherwise defined shall
have the meaning assigned to them in the Purchase Agreement.

                  IN WITNESS WHEREOF, the undersigned has caused this Assignment
to be duly executed as of July 1, 2000.


                            FORD MOTOR CREDIT COMPANY

                            By:
                            Name:
                           Title:


<PAGE>



                                    Exhibit B

                             Schedule of Receivables

                             DELIVERED TO PURCHASER

                                   AT CLOSING


<PAGE>



                                  Schedule A-1

                          Location of Receivable Files
                          at Ford Credit Branch Offices

Akron
175 Montrose West Avenue
Crown Pointe Building
Suite 300
Copley, OH  44321

Albany
5 Pine West Plaza
Albany, NY  12205

Albuquerque
6100 Uptown Blvd., N.E.
Suite 300
Albuquerque, NM  87110

Amarillo
1616 S. Kentucky
Bldg. D, Suite 130
Amarillo, TX  79102

Anchorage
3201 C Street
Suite 303
Anchorage, AK  99503

Appleton
54 Park Place
Appleton, WI  54915-8861

Athens
3708 Atlanta Highway
Athens, GA  30604

Atlanta-North
North Park Town Center
Bldg. 400, Suite 180
1000 Abernathy Rd. N.E.
Atlanta, GA  30328

Atlanta-South
1691 Phoenix Blvd.
Suite 300
Atlanta, GA  30349

Atlanta/CL
1117 Perimeter Ctr. W
Suite 404 West
Atlanta, GA 30338

Atlantic Region District Office
14104 Newbrook Drive
Chantilly, VA 22021

Austin
1701 Directors Blvd.
Suite 320
Austin, TX  78744

Baltimore
Campbell Corporate
Center One
4940 Campbell Blvd.
Suite 140
Whitemarsh Business Community
Baltimore, MD  21236

Baltimore Service Center
7090 Columbia Gateway Dr.
Columbia, MD 21046

Beaumont
2615 Calder
Suite 715
Beaumont, TX  77704
<PAGE>

Billings
1643 Lewis Avenue
Suite 201
Billings, MT  59102

Birmingham
3535 Grandview Parkway
Suite 340
Birmingham, AL  35243

Boston-North
One Tech Drive
3rd Floor
Andover, MA  01810-2497

Boston-South
Southboro Place
2nd Floor
352 Turnpike Road
Southboro, MA  01772

Bristol
Landmark Center-
Suite A
113 Landmark Lane
Bristol, TN  37620

Buffalo
95 John Muir Drive
Suite 102
Amherst, NY  14228

Cape Girardeau
1409-C N. Mt. Auburn Rd.
Cape Girardeau, MO  63701

Charleston
Rivergate Center
Suite 150
4975 LaCross Road
North Charleston, SC  29418

Charlotte
6302 Fairview Road
Suite 500
Charlotte, NC  28210

Charlotte/CL
6302 Fairview Road
Suite 510
Charlotte, NC 28210

Chattanooga
2 Northgate Park
Suite 200
Chattanooga, TN  37415

Cheyenne
6234 Yellowstone Road
Cheyenne, WY  82009

Chicago-East
One River Place
Suite A
Lansing, IL  60438
<PAGE>

Chicago-North
9700 Higgins Road
Suite 720
Rosemont, IL  60018

Chicago-South
The Office of Waterfall Glen I
Suite 310
900 South Frontage Road
Woodridge, IL  60517

Chicago-West
2500 W. Higgins Rd.
Suite 280
Hoffman Estates, IL  60195

Chicago/CL
745 McClintock Drive
Suite 300
Burr Ridge, IL 60521

Cincinnati
8805 Governors Hill Dr.
Suite 230
Cincinnati, OH  45249

Cleveland
5700 Lombardo Centre
Suite 101
Seven Hills, OH 44131-2581

Colorado Springs
5575 Tech Center Dr.
Suite 220
Colorado Springs, CO  80919

Columbia
250 Berryhill Road
Suite 201
Columbia, SC  29210

Columbus
Metro V, Suite 470
655 Metro Place S
Dublin, OH  43017

Coral Springs
3111 N. University Dr.
Suite 800
Coral Springs, FL  33065

Corpus Christi
5350 South Staples
Suite 225
Corpus Christi, TX  78411

Dallas
Campbell Forum
Suite 600
801 E. Campbell Road
Richardson, TX  75081

Dallas/CL
Campbell Forum
Suite 650
801 E. Campbell Road
Richardson, TX  75081

Davenport
5405 Utica Ridge Road
Suite 200
Davenport, IA  52807

Decatur
401 Lee Street
Suite 500
Decatur, AL  35602
<PAGE>

Denver
6300 S. Syracuse Way
Suite 195
Englewood, CO  80111

Des Moines
4200 Corporate Drive
Suite 107
W. Des Moines, IA  50266

Detroit-North
1301 W. Long Lake Road
Suite 150
Troy, MI  48098

Detroit-West
1655 Fairlane Circle
Suite 900
Allen Park, MI  48101

Detroit/CL
One Parklane Blvd.
Suite 301E
Dearborn, MI 48126

Dothan
137 Clinic Drive
Dothan, AL  36303

El Paso
1200 Golden Key Circle
Suite 104
El Paso, TX  79925

Eugene
1600 Valley River Drive
Suite 190
Eugene, OR  97401

Falls Church
1420 Springhill Road
Suite 550
McLean, VA  22102

Fargo
3100 13th Ave. South
Suite 205
Fargo, ND  58103

Fayetteville
4317 Ramsey Street
Suite 300
Fayetteville, NC  28311

Findlay
3500 North Main Street
Findlay, OH  45840-1447

Ft. Myers
11935 Fairway Lakes Dr.
Fort Myers, FL  33913

Ft. Worth
Center Park Tower
Suite 400
2350 West Airport Frwy.
Bedford, TX  76022
<PAGE>

Grand Junction
744 Horizon Court
Suite 330
Grand Junction, CO  81506

Grand Rapids
2851 Charlevoix Drive SE
Suite 300
Grand Rapids, MI  49546

Greensboro
1500 Pinecroft Rd.
Suite 220
Greensboro, NC  27407

Greenville Service Center
1100 Brookfield Blvd.
Greenville, SC  29607

Harlingen
1916 East Harrison
Harlingen, TX  78550

Harrisburg
4900 Ritter Road
Mechanicsburg, PA  17055

Henderson
618 North Green Street
Henderson, KY  42420

Honolulu
Ala Moano Pacific Center
Suite 922
1585 Kapiolani Blvd.
Honolulu, HI  96814

Houston-North
363 N. Sam Houston Pkwy. E.
Suite 700
Houston, TX  77060

Houston-West
820 Gessner
Suite 700
Houston, TX  77024

Huntington
3150 U.S. Route 60 *
Ona, WV  25545

Indianapolis
5875 Castle Creek Pkwy.
North Drive
Suite 240
Indianapolis, IN  46250

Jackson
800 Avery Boulevard
Suite B
Ridgeland, MS  39157

Jacksonville
Suite 310
9485 Regency Square Boulevard
Jacksonville, FL  32225

Jefferson City
210 Prodo Drive
Jefferson City, MO  65109

Kansas City
8717 West 110th Street
Bldg. #14, Suite 550
Overland Park, KS  66210

Knoxville
5500 Lonas Drive
Suite 260
Knoxville, TN  37909
<PAGE>

Lafayette
Saloom Office Park
Suite 350
100 Asthma Boulevard
Lafayette, LA  70508

Lansing
2140 University Park Drive
Okemos, MI  48864

Las Vegas
500 N Rainbow Blvd.
Suite 312
Las Vegas, NV  89107

Little Rock
1701 Centerview Dr.
Suite 301
Little Rock, AR  72211

Long Island
One Jericho Plaza
2nd Floor Wing B
Jericho, NY  11753

Louisville
150 Executive Park
Louisville, KY  40207

Lubbock
4010 82nd Street
Suite 200
Lubbock, TX  79423

Macon
5400 Riverside Drive
Suite 201
Macon, GA  31210

Manchester
4 Bedford Farms
Bedford, NH  03110

Memphis
6555 Quince Road
Suite 300
Memphis, TN  38119

Miami
6303 Blue Lagoon Drive
Suite 200
Miami, FL  33126

Midland
15 Smith Road
Suite 4300
Chevron Building
Midland, TX 79705

Milwaukee
10850 W. Park Place
Suite 110
Milwaukee, WI  53224

Minneapolis
One Southwest Crossing
Suite 308
11095 Viking Drive
Eden Prairie, MN  55344

Mobile
1201 Montlimar Dr.
Suite 700
Mobile, AL  36609-1718

Nashville
Highland Ridge
Suite 190
565 Marriott Drive
Nashville, TN  37214
<PAGE>

Nashville Service Center
9009 Carothers Parkway
Franklin, TN  37064

National Recovery Center
1335 S. Clearview
Mesa, AZ  85208

New Haven
35 Thorpe Ave.
Wallingford, CT 06492

New Jersey-Central
101 Interchange Plaza
Cranbury, NJ  08512

New Jersey-North
72 Eagle Rock Avenue
3rd Floor
East Hanover, NJ  07936

New Jersey-South
10000 MidAtlantic Dr.
Suite 401 West
Mt. Laurel, NJ  08054

New Orleans
Lakeway III
3838 N. Causeway Blvd.
Suite 3200
Metairie, LA  70002

Norfolk
Greenbrier Pointe
Suite 350
1401 Greenbrier Pkwy.
Chesapeake, VA  23320

Oklahoma City
Perimeter Center
Suite 300
4101 Perimeter Ctr Dr.
Oklahoma City, OK  73112

Omaha
10040 Regency Circle
Suite 100
Omaha, NE  68114-3786

Omaha Customer Service Center
12110 Emmet Street
Omaha, NB 68164

Nashville Customer Service Center
9009 Carothers Parkway
Franklin, TN 37067

Orange
765 The City Drive
Suite 400
Orange, CA  92668

Orange/CL
765 The City Drive
Suite 401
Orange, CA  92668

Orlando
1060 Maitland Ctr Commons
Suite 210
Maitland, FL  32751

Pasadena
225 S. Lake Avenue
Suite 1200
Pasadena, CA  91101

Pensacola
25 W. Cedar Street
Suite 316
Pensacola, Fl  32501
<PAGE>

Philadelphia
Bay Colony Executive Park
Suite 100
575 E. Swedesford Rd.
Wayne, PA  19087

Philadelphia/CL
500 N. Gulph Rd.
Suite 110
King of Prussia, PA 19406

Phoenix
4742 North 24th Street
Suite 215
Phoenix, AZ  85016

Pittsburgh
Foster Plaza 9
750 Holiday Drive
4th Floor, Suite 420
Pittsburgh, PA  15220

Portland, ME
2401 Congress Street
Portland, ME  04102

Portland, OR
10220 S.W. Greenburg Blvd.
Suite 415
Portland, OR  97223

Raleigh
3651 Trust Drive
Raleigh, NC  27604

Richmond
300 Arboretum Place
Suite 320
Richmond, VA  23236

Roanoke
5238 Valley Pointe Pkwy.
Suite 6
Roanoke, VA  24019

Sacramento
2720 Gateway Oaks Dr.
Suite 200
Sacramento, CA  95833

Saginaw
4901 Towne Centre Rd.
Suite 200
Saginaw, MI  48605

Salt Lake City
310 E. 4500 S.
Suite 340
Murray, UT  84107

Santa Ana Central Collections
765 The City Drive
Suite 402
Orange, CA  92668

San Antonio
100 N.E. Loop 410
Suite 625
San Antonio, TX  78216-4742

San Bernardino
1615 Orange Tree Lane
Suite 215
Redlands, CA  92374

San Diego
3111 Camino Del Rio N.
Suite 1333
San Diego, CA  92108
<PAGE>

San Francisco
6120 Stoneridge Mall Rd.
Suite 200
Pleasanton, CA  94588

San Francisco/CL
4900 Hopyard Road
Suite 220
Pleasanton CA 94588

San Jose
1900 McCarthy Blvd.
Suite 400
Milpitas, CA  95035

Savannah
6600 Abercorn Street
Suite 206
Savannah, GA  31405

Seattle
13555 S.E. 36th Street
Suite 350
Bellevue, WA  98009-1608

Shreveport
South Pointe Centre
Suite 200
3007 Knight Street
Shreveport, LA  71105

South Bay
301 E. Ocean Boulevard
Suite 1900
Long Beach, CA  90802

South Bend
4215 Edison Lakes Parkway
Suite 140
Mishawaka, IN  46545


Spokane
901 North Monroe Ct.
Suite 350
Spokane, WA  99201-2148

Springfield
3275 E. Ridgeview
Springfield, MO  65804

St. Louis
4227 Earth City Expressway
Suite 100
Earth City, MO  63045

St. Paul
7760 France Avenue South
Suite 920
Bloomington, MN  55435

Syracuse
5788 Widewaters Pkwy.
DeWitt, NY  13214

Tampa
Lincoln Pointe, Suite 800
2502 Rocky Point Drive
Tampa, FL  33607
<PAGE>

Tampa Service Center
3620 Queen Palm Drive
Tampa, FL 33619

Terre Haute
4551 S. Springhill
Junction Street
Terre Haute, IN  47802

Tulsa
9820 East 41st St.
Suite 300
Tulsa, OK  74145

Tupelo
One Mississippi Plaza
Tupelo, MS  38801

Tyler
821 East SE Loop 323
Suite 300
Tyler, TX  75701

Ventura
260 Maple Court
Suite 210
Ventura, CA  93003

Washington, D.C.
2440 Research Blvd.
Suite 150
Rockville, MD  20850

Westchester
660 White Plains Road
Tarrytown, NY  10591

Western Carolina
215 Thompson Street
Hendersonville, NC  28792

Wichita
7570 West 21st
Wichita, KS  67212


<PAGE>



                                  Schedule A-2

                          Location of Receivable Files
                    at Third Party Custodians of Ford Credit

Security Archives
5022 Harding Place
Nashville, TN  37211

IKON Business Imaging Services
31101 Wiegman Road
Hayward, CA 94544


<PAGE>


                                   APPENDIX A

                              Definitions and Usage


<PAGE>




                     Schedule B - Receivables Purchase Price

Total net cash  proceeds  from the  Underwriters
  for  purchase of the Class A-1
  Notes,  Class A-2 Notes, Class A-3 Notes,
  Class A-4 Notes, Class A-5 Notes and
  Class B Notes

  received by Purchaser                                 $1,542,928,748.58

Total net cash proceeds from FCAR
  Owner Trust for purchase of the
  initial Variable Pay Term Notes                       $  490,556,000.00

  Less Reserve Account Deposit                         ($   10,999,885.98)

Total cash received by Purchaser
  available for transfer
  to Ford Credit as Seller                              $2,022,484,862.60

Receivables Purchase Price (1)                          $2,181,717,385.23

  minus Total cash received by
  Purchaser available
  for transfer to Ford Credit as Seller                $(2,022,484.862.60)

Difference  (2)                                        $   159,232,522.64

Total portion of Receivables Purchase
  Price paid by the Purchaser in cash
 (including FCARTI capital
  contribution)                                         $2,025,669,513.05

plus Deemed Capital Contribution from
  Ford Credit to Purchaser                              $  156,047,872.18

Receivables Purchase Price                              $2,181,717,385.23

--------

 (1) The Variable Pay Term Note is sold by the Purchaser at par and the Class C
Certificate  and the Class D  Certificate  are retained by the Purchaser and are
not  available for transfer to Ford Credit.  The Seller and the  Purchaser  have
determined that the  Receivables  Purchase Price equals the fair market value of
the Receivables and the related property and the fair market value is calculated
as 105% of the adjusted pool balance (or 99.17% of the original pool balance).

(2)   In order to  maintain  the 98%  interest  of Ford  Credit  as the  limited
partner of the  Purchaser  and the 2% interest  of Ford Credit Auto  Receivables
Two,  Inc.  ("FCARTI")  as the  general  partner of the  Purchaser,  FCARTI must
contribute  2% of  $159,232,522.64  to the  Purchaser.  FCARTI  will obtain such
amount (equal to $3,184,650.45) through a capital contribution from Ford Credit.
<PAGE>

                                                                    Exhibit 99.4

                                   APPENDIX A

                              DEFINITIONS AND USAGE

                                      Usage

                  The  following  rules  of  construction  and  usage  shall  be
applicable to any agreement or instrument that is governed by this Appendix:

(a) All terms defined in this Appendix shall have the defined meanings when used
in any agreement or instrument  governed  hereby and in any certificate or other
document made or delivered pursuant thereto unless otherwise defined therein.

(b) As used herein,  in any agreement or instrument  governed  hereby and in any
certificate or other  document made or delivered  pursuant  thereto,  accounting
terms  not  defined  in this  Appendix  or in any  such  agreement,  instrument,
certificate  or other  document,  and  accounting  terms partly  defined in this
Appendix or in any such agreement, instrument, certificate or other document, to
the extent not defined,  shall have the respective  meanings given to them under
generally  accepted  accounting  principles  as in  effect  on the  date of such
agreement or instrument.  To the extent that the definitions of accounting terms
in this  Appendix or in any such  agreement,  instrument,  certificate  or other
document  are  inconsistent  with the  meanings  of such terms  under  generally
accepted accounting principles, the definitions contained in this Appendix or in
any such instrument, certificate or other document shall control.

(c) The words "hereof,"  "herein,"  "hereunder" and words of similar import when
used in an agreement or  instrument  refer to such  agreement or instrument as a
whole and not to any particular provision or subdivision thereof;  references in
an agreement or instrument to "Article,"  "Section" or another subdivision or to
an attachment are, unless the context otherwise requires, to an article, section
or subdivision of or an attachment to such agreement or instrument; and the term
"including" means "including without limitation."

(d) The  definitions  contained in this Appendix are equally  applicable to both
the singular  and plural forms of such terms and to the  masculine as well as to
the feminine and neuter genders of such terms.

(e) Any agreement,  instrument or statute defined or referred to below or in any
agreement or instrument  that is governed by this Appendix  means such agreement
or instrument or statute as from time to time amended, modified or supplemented,
including (in the case of agreements  or  instruments)  by waiver or consent and
(in the case of statutes) by  succession of  comparable  successor  statutes and
includes  (in  the  case  of  agreements  or  instruments)   references  to  all
attachments thereto and instruments incorporated therein. References to a Person
are also to its permitted successors and assigns.


                  "Accrued  Class A Note Interest"  shall mean,  with respect to
any  Distribution  Date,  the sum of the Class A  Noteholders'  Monthly  Accrued
Interest  for such  Distribution  Date  and the  Class A  Noteholders'  Interest
Carryover Shortfall for such Distribution Date.

                  "Accrued  Class B Note Interest"  shall mean,  with respect to
any  Distribution  Date,  the sum of the Class B  Noteholders'  Monthly  Accrued
Interest  for such  Distribution  Date  and the  Class B  Noteholders'  Interest
Carryover Shortfall for such Distribution Date.

                  "Accrued  Class  C  Certificate  Interest"  shall  mean,  with
respect to any  Distribution  Date,  the sum of the Class C  Certificateholders'
Monthly Accrued Interest for such  Distribution Date and the Class C Certificate
Interest Carryover Shortfall for such Distribution Date.

                  "Accrued  Class  D  Certificate  Interest"  shall  mean,  with
respect to any  Distribution  Date,  the sum of the Class D  Certificateholders'
Monthly  Accrued   Interest  for  such   Distribution   Date  and  the  Class  D
Certificateholders' Interest Carryover Shortfall for such Distribution Date.

                  "Accrued  VPTN  Interest"  shall  mean,  with  respect  to any
Distribution  Date,  the sum of the  Class  VPTN  Noteholders'  Monthly  Accrued
Interest for such  Distribution  Date and the Class VPTN  Noteholders'  Interest
Carryover Shortfall for such Distribution Date.
<PAGE>

                  "Accumulation   Account"   shall   mean   the   administrative
subaccount of the Collection  Account  established  and  maintained  pursuant to
Section 4.1(f) of the Sale and Servicing Agreement.

                  "Act" shall have the meaning  specified in Section  11.3(a) of
the Indenture.

                  "Actuarial  Advance" shall mean the amount, as of the last day
of a  Collection  Period,  which the  Servicer  is  required  to  advance on the
respective  Actuarial  Receivable  pursuant  to  Section  4.4(a) of the Sale and
Servicing Agreement.

                  "Actuarial Method" shall mean the method of allocating a fixed
level payment on a Receivable between principal and interest,  pursuant to which
the  portion of such  payment  that is  allocated  to interest is the product of
one-twelfth  (1/12) of the APR on the  Receivable  multiplied  by the  scheduled
principal balance of the Receivable.

                  "Actuarial  Receivable"  shall mean any Receivable under which
the portion of a payment  with  respect  thereto  allocable  to interest and the
portion of a payment with respect  thereto  allocable to principal is determined
in accordance with the Actuarial Method.

                  "Administration   Agreement"  shall  mean  the  Administration
Agreement, dated as of July 1, 2000, by and among the Administrator,  the Issuer
and the Indenture Trustee.

                  "Administrator"  shall mean Ford  Credit,  in its  capacity as
administrator under the Administration Agreement, or any successor Administrator
thereunder.

                  "Affiliate"  shall mean, with respect to any specified Person,
any other Person  controlling or controlled by or under common control with such
specified Person. For the purposes of this definition,  "control" when used with
respect to any Person shall mean the power to direct the management and policies
of such Person, directly or indirectly,  whether through the ownership of voting
securities,   by  contract  or  otherwise;   and  the  terms  "controlling"  and
"controlled" shall have meanings correlative to the foregoing.


                  "Aggregate  Certificate Balance" shall mean, as of any date of
determination, the sum of the Certificate Balance as of such date of the Class C
Certificates  and  the  Certificate  Balance  as of  such  date  of the  Class D
Certificates.

                  "Amount  Financed"  shall mean,  with respect to a Receivable,
the  amount  advanced  under the  Receivable  toward the  purchase  price of the
Financed Vehicle and any related costs.

                  "Annual  Percentage  Rate" or "APR" of a Receivable shall mean
the annual rate of finance charges stated in the Receivable.

                  "Applicable   Tax  State"  shall  mean,  as  of  any  date  of
determination,  each State as to which any of the following is then  applicable:
(a) a State in which the Owner Trustee maintains its Corporate Trust Office, (b)
a State in which the Owner Trustee  maintains its principal  executive  offices,
and (c) the State of Michigan.

                  "Assignment" shall mean the document of assignment attached as
Exhibit A to the Purchase Agreement.

                  "Authenticating  Agent"  shall have the meaning  specified  in
Section 2.14 of the Indenture.
<PAGE>

                  "Authorized  Officer"  shall  mean,  (i) with  respect  to the
Issuer,  any officer  within the  Corporate  Trust Office of the Owner  Trustee,
including any vice  president,  assistant vice president,  secretary,  assistant
secretary  or any other  officer  of the Owner  Trustee  customarily  performing
functions  similar to those  performed by any of the above  designated  officers
and,  for so long as the  Administration  Agreement is in full force and effect,
any officer of the  Administrator who is authorized to act for the Administrator
in matters  relating  to the  Issuer  and to be acted upon by the  Administrator
pursuant to the Administration Agreement; and (ii) with respect to the Indenture
Trustee or the Owner Trustee,  any officer within the Corporate  Trust Office of
the Indenture  Trustee or the Owner Trustee,  as the case may be,  including any
vice president, assistant vice president,  secretary, assistant secretary or any
other officer of the Indenture Trustee or the Owner Trustee, as the case may be,
customarily  performing functions similar to those performed by any of the above
designated  officers and also,  with respect to a particular  matter,  any other
officer to whom such matter is referred  because of such officer's  knowledge of
and familiarity with the particular subject and shall also mean, with respect to
the Owner Trustee, any officer of the Administrator.

                  "Available Collections" shall mean, for any Distribution Date,
the sum of the following amounts with respect to the Collection Period preceding
such Distribution  Date: (i) all scheduled  payments and all prepayments in full
collected with respect to Actuarial  Receivables  (including  amounts  withdrawn
from the Payahead  Account but  excluding  amounts  deposited  into the Payahead
Account) and all payments collected with respect to Simple Interest Receivables;
(ii)  all  Liquidation   Proceeds   attributable  to  Receivables  which  became
Liquidated  Receivables  during such  Collection  Period in accordance  with the
Servicer's  customary  servicing  procedures,  and all  recoveries in respect of
Liquidated Receivables which were written off in prior Collection Periods; (iii)
all  Actuarial  Advances  made by the Servicer of principal due on the Actuarial
Receivables;  (iv) all Monthly  Advances made by the Servicer of interest due on
the  Receivables  and all amounts  advanced by the Servicer  pursuant to Section
4.4(c) of the Sale and Servicing  Agreement;  (v) the Purchase  Amount  received
with respect to each Receivable that became a Purchased  Receivable  during such
Collection Period; (vi) any reinvestment  earnings from Permitted Investments in
the  Accumulation  Account;  and (vii) partial  prepayments of any refunded item
included in the  principal  balance of a Receivable,  such as extended  warranty
protection plan costs, or physical  damage,  credit life,  disability  insurance
premiums,  or any partial  prepayment  which causes a reduction in the Obligor's
periodic payment to an amount below the Scheduled Payment as of the Cutoff Date;
provided,  however,  that in calculating the Available Collections the following
will be excluded:  (i) amounts received on any Receivable to the extent that the
Servicer has previously made an unreimbursed Monthly Advance on such Receivable;
(ii) amounts  received on any of the Receivables to the extent that the Servicer
has previously made an unreimbursed Monthly Advance on a Receivable which is not
recoverable from  collections on the particular  Receivable;  (iii)  Liquidation
Proceeds with respect to a particular  Actuarial Receivable to the extent of any
unreimbursed   Actuarial  Advances  thereon;  (iv)  all  payments  and  proceeds
(including Liquidation Proceeds) of any Receivables the Purchase Amount of which
has been  included in the  Available  Funds in a prior  Collection  Period;  (v)
Liquidation  Proceeds with respect to a Simple Interest Receivable  attributable
to accrued and unpaid interest thereon (but not including  interest for the then
current  Collection  Period) but only to the extent of any  unreimbursed  Simple
Interest  Advances;  (vi) amounts  constituting the Supplemental  Servicing Fee;
(vii) amounts on deposit in the  Accumulation  Account  (exclusive of investment
earnings from  Permitted  Investments)  and (viii) any amounts on deposit in the
VPTN Proceeds Account.

                  "Available  Funds" shall mean, for any Distribution  Date, the
sum of (i) the  Available  Collections  for  such  Distribution  Date,  (ii) the
Reserve  Account  Release  Amount  for such  Distribution  Date,  (iii) any Swap
Receipt  received  by the  Issuer  from the Swap  Counterparty  since  the prior
Distribution  Date and (iv) and any Swap  Termination  Payment received from the
Swap Counterparty  since the prior Distribution Date which have not been applied
as consideration for a replacement Interest Rate Swap Agreement.

                  "Bank"  shall  mean The Bank of New York,  a New York  banking
corporation.

                  "Bankruptcy  Code"  shall mean the United  States  Bankruptcy
Code,  11 U.S.C.  101 et seq.,  as amended.
<PAGE>

                  "Basic  Documents"  shall  mean  the  Certificate  of  Limited
Partnership,  the Limited Partnership  Agreement,  the Certificate of Trust, the
Trust Agreement,  the Purchase Agreement,  the Sale and Servicing Agreement, the
Indenture,  the Administration  Agreement,  the Note Depository  Agreement,  the
Interest Rate Swap Agreement,  the Control Agreement and the other documents and
certificates delivered in connection therewith.

                  "Book-Entry  Note" shall mean a beneficial  interest in any of
the Class A-1  Notes,  the Class A-2 Notes,  the Class A-3 Notes,  the Class A-4
Notes,  the  Class A-5  Notes  and the  Class B Notes,  in each  case  issued in
book-entry form as described in Section 2.11 of the Indenture.

                  "Business  Day" shall mean any day other  than a  Saturday,  a
Sunday or a day on which banking  institutions  or trust  companies in New York,
New York or the State of Delaware are authorized or obligated by law, regulation
or executive order to remain closed.

                  "Business  Trust Statute" shall mean Chapter 38 of Title 12 of
the Delaware Code, 12 Delaware Code ss. 3801 et seq., as amended.

                  "Capital Account" shall mean the account established  pursuant
to Section 3.2 of the Trust Agreement and the amount of any  Certificateholder's
Capital  Account shall be the amount  determined in accordance with such Section
3.2 of the Trust Agreement.

                  "Calculation Agent" shall mean the calculation agent appointed
to calculate  interest  rates and  interest  amounts on the VPTNs and to perform
other duties  pursuant to Section 3.19 of the Indenture  and shall  initially be
The Chase Manhattan Bank.

                  "Certificates"  shall  mean the Class C  Certificates  and the
Class D Certificates, collectively.

                  "Certificate  Balance" shall mean,  with respect to each Class
of  Certificates  and as the  context  so  requires,  (i)  with  respect  to all
Certificates  of  such  Class,  an  amount  equal  to,  initially,  the  Initial
Certificate  Balance of such Class of Certificates  and,  thereafter,  an amount
equal to the Initial Certificate Balance of such Class of Certificates,  reduced
by all amounts distributed to  Certificateholders  of such Class of Certificates
and  allocable  to principal  or (ii) with  respect to any  Certificate  of such
Class,  an  amount  equal  to,  initially,  the  initial  denomination  of  such
Certificate  and,  thereafter,  an amount  equal to such  initial  denomination,
reduced by all amounts  distributed in respect of such Certificate and allocable
to principal;  provided,  that in determining whether the  Certificateholders of
Certificates  evidencing  the  requisite  portion or percentage of the Aggregate
Certificate Balance have given any request,  demand,  authorization,  direction,
notice,  consent, or waiver hereunder or under any Basic Document,  Certificates
owned by the Issuer,  any other obligor upon the Certificates,  the Seller,  the
Servicer or any Affiliate of any of the foregoing  Persons shall be  disregarded
and deemed to be excluded from the Certificate  Balance of the applicable Class,
except that,  in  determining  whether the  Indenture  Trustee and Owner Trustee
shall be  protected  in  relying  on any such  request,  demand,  authorization,
direction,  notice, consent, or waiver, only Certificates that a Trustee Officer
of the Indenture Trustee, if applicable,  and an Authorized Officer of the Owner
Trustee  with  direct   responsibility  for  the  administration  of  the  Trust
Agreement,  if  applicable,  knows  to  be so  owned  shall  be so  disregarded.
Certificates  so owned that have been  pledged in good faith may be  regarded as
included  in the  Certificate  Balance of the  applicable  Class if the  pledgee
establishes to the  satisfaction of the Indenture  Trustee or the Owner Trustee,
as applicable,  the pledgee's right so to act with respect to such  Certificates
and that the pledgee is not the Issuer, any other obligor upon the Certificates,
the Seller, the Servicer or any Affiliate of any of the foregoing Persons.

                  "Certificate  Distribution  Account"  shall  mean  each of the
Certificate  Interest   Distribution  Account  and  the  Certificate   Principal
Distribution Account.

                  "Certificate  Interest  Distribution  Account"  shall mean the
account  established  and  maintained as such pursuant to Section  4.1(c) of the
Sale and Servicing Agreement.

                  "Certificate  Principal  Distribution  Account" shall mean the
account  established  and  maintained as such pursuant to Section  4.1(c) of the
Sale and Servicing Agreement.
<PAGE>

                  "Certificateholder"  shall  mean  a  Person  in  whose  name a
Certificate is registered in the Certificate Register.

                  "Certificate   of   Limited   Partnership"   shall   mean  the
Certificate  of Limited  Partnership  of the  Depositor  filed for the Depositor
pursuant to Section 17-201(a) of the Limited Partnership Act.

                  "Certificate  of Trust" shall mean the Certificate of Trust in
the form of Exhibit F to the Trust  Agreement  filed for the Trust  pursuant  to
Section 3810(a) of the Business Trust Statute.

                  "Certificate  Paying  Agent"  shall mean any  paying  agent or
co-paying  agent  appointed  pursuant to Section 3.10 of the Trust Agreement and
shall initially be the Owner Trustee.

                  "Certificate  Pool  Factor"  shall mean,  with respect to each
Class  of  Certificates  as of  the  close  of  business  on the  last  day of a
Collection Period, a seven-digit decimal figure equal to the Certificate Balance
of such Class of Certificates  (after giving effect to any reductions therein to
be made on the immediately  following  Distribution Date) divided by the Initial
Certificate Balance of such Class of Certificates.  Each Certificate Pool Factor
will be 1.0000000 as of the Closing  Date;  thereafter,  each  Certificate  Pool
Factor will  decline to reflect  reductions  in the  Certificate  Balance of the
applicable Class of Certificates.

                  "Certificate Register" and "Certificate  Registrar" shall have
the respective meanings specified in Section 3.5 of the Trust Agreement.

                  "Class"  shall  mean (i) a class of  Notes,  which  may be the
Class A-1 Notes,  the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes,
the  Class  A-5  Notes,  the  Class  B Notes  or the  VPTNs  or (ii) a Class  of
Certificates, which may be the Class C Certificates or the Class D Certificates.

                  "Class A Notes" shall mean, collectively, the Class A-1 Notes,
the Class A-2 Notes,  the Class A-3 Notes, the Class A-4 Notes and the Class A-5
Notes.

                  "Class A  Noteholders'  Interest  Carryover  Shortfall"  shall
mean,  with  respect  to any  Distribution  Date,  the  excess  of the  Class  A
Noteholders'  Monthly Accrued Interest for the preceding  Distribution  Date and
any  outstanding  Class A  Noteholders'  Interest  Carryover  Shortfall  on such
preceding  Distribution  Date,  over the amount in respect of  interest  that is
actually paid to  Noteholders  of Class A Notes on such  preceding  Distribution
Date, plus interest on the amount of interest due but not paid to Noteholders of
Class A Notes on the preceding  Distribution  Date,  to the extent  permitted by
law, at the  respective  Note Interest Rates borne by such Class A Notes for the
related Interest Period.

                  "Class A Noteholders'  Monthly  Accrued  Interest" shall mean,
with respect to any  Distribution  Date, the aggregate  interest accrued for the
related  Interest Period on the Class A-1 Notes,  the Class A-2 Notes, the Class
A-3 Notes,  the Class A-4 Notes and the Class A-5 Notes at the  respective  Note
Interest Rate for such Class on the outstanding principal amount of the Notes of
each such Class on the immediately  preceding  Distribution  Date or the Closing
Date,  as the case may be, after  giving  effect to all payments of principal to
the  Noteholders  of the  Notes of such  Class  on or  prior  to such  preceding
Distribution Date.

                  "Class A  Percentage"  means,  for a  Distribution  Date,  the
percentage  equal to a  fraction,  the  numerator  of  which is the  outstanding
principal  balance of the Class A Notes and the  denominator of which is the sum
of the outstanding  principal  balance of the Class A Notes plus the outstanding
principal  balance  of the VPTNs,  in each case at the close of the  immediately
preceding Distribution Date (or, in the case of the first Distribution Date, the
Closing Date).
<PAGE>

                  "Class A-1 Final Scheduled  Distribution  Date" shall mean the
June 2002 Distribution Date.

                  "Class A-1  Noteholder"  shall mean the Person in whose name a
Class A-1 Note is registered on the Note Register.

                  "Class  A-1  Notes"  shall  mean  the  $439,000,000  aggregate
initial principal amount Class A-1 7.008% Asset Backed Notes issued by the Trust
pursuant  to the  Indenture,  substantially  in the form of  Exhibit  A-1 to the
Indenture.

                  "Class A-1 Rate"  shall mean 7.008% per annum.  Interest  with
respect to the Class A-1 Notes shall be computed on the basis of a 360-day  year
consisting of twelve 30-day months for all purposes of the Basic Documents.

                  "Class A-2 Final Scheduled  Distribution  Date" shall mean the
April 2003 Distribution Date.

                  "Class A-2  Noteholder"  shall mean the Person in whose name a
Class A-2 Note is registered on the Note Register.

                  "Class  A-2  Notes"  shall  mean  the  $360,000,000  aggregate
initial  principal amount Class A-2 7.06% Asset Backed Notes issued by the Trust
pursuant  to the  Indenture,  substantially  in the form of  Exhibit  A-2 to the
Indenture.

                  "Class A-2 Rate"  shall mean  7.06% per annum.  Interest  with
respect to the Class A-2 Notes shall be computed on the basis of a 360-day  year
consisting of twelve 30-day months for all purposes of the Basic Documents.

                  "Class A-3 Final Scheduled  Distribution  Date" shall mean the
December 2003 Distribution Date.

                  "Class A-3  Noteholder"  shall mean the Person in whose name a
Class A-3 Note is registered on the Note Register.

                  "Class  A-3  Notes"  shall  mean  the  $294,000,000  aggregate
initial  principal amount Class A-3 7.15% Asset Backed Notes issued by the Trust
pursuant  to the  Indenture,  substantially  in the form of  Exhibit  A-3 to the
Indenture.

                  "Class A-3 Rate"  shall mean  7.15% per annum.  Interest  with
respect to the Class A-3 Notes shall be computed on the basis of a 360-day  year
consisting of twelve 30-day months for all purposes of the Basic Documents.

                  "Class A-4 Final Scheduled  Distribution  Date" shall mean the
July 2004 Distribution Date.

                  "Class A-4  Noteholder"  shall mean the Person in whose name a
Class A-4 Note is registered on the Note Register.

                  "Class  A-4  Notes"  shall  mean  the  $227,000,000  aggregate
initial  principal amount Class A-4 7.13% Asset Backed Notes issued by the Trust
pursuant  to the  Indenture,  substantially  in the form of  Exhibit  A-4 to the
Indenture.

                  "Class A-4 Rate"  shall mean  7.13% per annum.  Interest  with
respect to the Class A-4 Notes shall be computed on the basis of a 360-day  year
consisting of twelve 30-day months for all purposes of the Basic Documents.

                  "Class A-5 Final Scheduled  Distribution  Date" shall mean the
January 2005 Distribution Date.

                  "Class A-5  Noteholder"  shall mean the Person in whose name a
Class A-5 Note is registered on the Note Register.
<PAGE>

                  "Class  A-5  Notes"  shall  mean  the  $153,000,000  aggregate
initial  principal amount Class A-5 7.15% Asset Backed Notes issued by the Trust
pursuant  to the  Indenture,  substantially  in the form of  Exhibit  A-5 to the
Indenture.

                  "Class A-5 Rate"  shall mean  7.15% per annum.  Interest  with
respect to the Class A-5 Notes shall be computed on the basis of a 360-day  year
consisting of twelve 30-day months for all purposes of the Basic Documents.

                  "Class B Final  Scheduled  Distribution  Date"  shall mean the
April 2005 Distribution Date.

                  "Class B  Noteholder"  shall  mean the  Person in whose name a
Class B Note is registered on the Note Register.

                  "Class B  Noteholders'  Interest  Carryover  Shortfall"  shall
mean,  with  respect  to any  Distribution  Date,  the  excess  of the  Class  B
Noteholders'  Monthly Accrued Interest for the preceding  Distribution  Date and
any  outstanding  Class B  Noteholders'  Interest  Carryover  Shortfall  on such
preceding  Distribution  Date,  over the amount in respect of  interest  that is
actually paid to  Noteholders  of Class B Notes on such  preceding  Distribution
Date, plus interest on the amount of interest due but not paid to Noteholders of
Class B Notes on the preceding  Distribution  Date,  to the extent  permitted by
law, at the Class B Rate for the related Interest Period.

                  "Class B Noteholders'  Monthly  Accrued  Interest" shall mean,
with respect to any  Distribution  Date, the aggregate  interest accrued for the
related  Interest  Period  on the  Class  B  Notes  at the  Class  B Rate on the
outstanding  principal amount of the Class B Notes on the immediately  preceding
Distribution  Date or the Closing  Date, as the case may be, after giving effect
to all payments of principal to the Noteholders of the Class B Notes on or prior
to such preceding Distribution Date.

                  "Class B Notes" shall mean the $72,724,000  aggregate  initial
principal  amount Class B 7.40% Asset Backed Notes issued by the Trust  pursuant
to the Indenture, substantially in the form of Exhibit B to the Indenture.

                  "Class B Rate"  shall  mean  7.40% per  annum.  Interest  with
respect to the Class B Notes shall be  computed  on the basis of a 360-day  year
consisting of twelve 30-day months for all purposes of the Basic Documents.

                  "Class C  Certificateholder"  shall  mean the  Person in whose
name a Class C Certificate is registered in the Certificate Register.

                  "Class C  Certificateholders'  Interest  Carryover  Shortfall"
shall mean, with respect to any Distribution  Date, the excess of the sum of the
Class  C   Certificateholders'   Monthly  Accrued  Interest  for  the  preceding
Distribution  Date  and any  outstanding  Class C  Certificateholders'  Interest
Carryover  Shortfall from the close of business on such  preceding  Distribution
Date,  over the amount in respect of interest  that is actually  paid to Class C
Certificateholders on such preceding Distribution Date, plus thirty (30) days of
interest on such excess, to the extent permitted by law, at the Class C Rate.

                  "Class C  Certificateholders'  Monthly Accrued Interest" shall
mean, with respect to any Distribution  Date,  thirty (30) days of interest (or,
in the case of the first Distribution Date,  interest accrued from and including
the Closing Date to but excluding such Distribution Date) at the Class C Rate on
the Certificate Balance of the Class C Certificates on the immediately preceding
Distribution  Date or the Closing  Date, as the case may be, after giving effect
to all  distributions  allocable to the reduction of the Certificate  Balance of
the Class C Certificates made on or prior to such preceding Distribution Date.

                  "Class C Certificates"  shall mean the  $41,557,000  aggregate
initial principal balance Class C 7.91% Asset Backed Certificates evidencing the
beneficial interest of a Class C Certificateholder in the property of the Trust,
substantially  in the  form  of  Exhibit  A to the  Trust  Agreement;  provided,
however,  that the Owner Trust Estate has been pledged to the Indenture  Trustee
to secure payment of the Notes and that the rights of the  Certificateholders to
receive  distributions on the Certificates are subordinated to the rights of the
Noteholders as described in the Sale and Servicing Agreement,  the Indenture and
the Trust Agreement.

                  "Class C Final  Scheduled  Distribution  Date"  shall mean the
July 2005 Distribution Date.

                  "Class C Rate"  shall  mean  7.91% per  annum.  Interest  with
respect to the Class C Certificates  shall be computed on the basis of a 360-day
year consisting of twelve 30-day months for all purposes of the Basic Documents.

                  "Class D  Certificateholder"  shall  mean the  Person in whose
name a Class D Certificate is registered in the Certificate Register.
<PAGE>

                  "Class D  Certificateholders'  Interest  Carryover  Shortfall"
shall mean, with respect to any Distribution  Date, the excess of the sum of the
Class  D   Certificateholders'   Monthly  Accrued  Interest  for  the  preceding
Distribution  Date  and any  outstanding  Class D  Certificateholders'  Interest
Carryover  Shortfall from the close of business on such  preceding  Distribution
Date,  over the amount in respect of interest  that is actually  paid to Class D
Certificateholders on such preceding Distribution Date, plus thirty (30) days of
interest on such excess, to the extent permitted by law, at the Class D Rate.

                  "Class D  Certificateholders'  Monthly Accrued Interest" shall
mean, with respect to any Distribution  Date,  thirty (30) days of interest (or,
in the case of the first Distribution Date,  interest accrued from and including
the Closing Date to but excluding such Distribution Date) at the Class D Rate on
the Certificate Balance of the Class D Certificates on the immediately preceding
Distribution  Date or the Closing  Date, as the case may be, after giving effect
to all  distributions  allocable to the reduction of the Certificate  Balance of
the Class D Certificates made on or prior to such preceding Distribution Date.

                  "Class D Certificates"  shall mean the  $41,557,000  aggregate
initial principal balance Class D 9.00% Asset Backed Certificates evidencing the
beneficial interest of a Class D Certificateholder in the property of the Trust,
substantially  in the  form  of  Exhibit  B to the  Trust  Agreement;  provided,
however,  that the Owner Trust Estate has been pledged to the Indenture  Trustee
to secure payment of the Notes and that the rights of the  Certificateholders to
receive  distributions on the Certificates are subordinated to the rights of the
Noteholders as described in the Sale and Servicing Agreement,  the Indenture and
the Trust Agreement.

                  "Class D Final  Scheduled  Distribution  Date"  shall mean the
October 2005 Distribution Date.

                  "Class D Rate"  shall  mean  9.00% per  annum.  Interest  with
respect to the Class D Certificates  shall be computed on the basis of a 360-day
year consisting of twelve 30-day months for all purposes of the Basic Documents.

                  "Clearing  Agency" shall mean an organization  registered as a
"clearing agency" pursuant to Section 17A of the Exchange Act.

                  "Clearing  Agency  Participant"  shall mean a broker,  dealer,
bank,  other financial  institution or other Person for whom from time to time a
Clearing Agency effects book-entry transfers and pledges of securities deposited
with the Clearing Agency.

                  "Closing Date" shall mean July 26, 2000.

                  "Code"  shall  mean the  Internal  Revenue  Code of  1986,  as
amended, and Treasury Regulations promulgated thereunder.

                  "Collateral"  shall have the meaning specified in the Granting
Clause of the Indenture.

                  "Collection  Account"  shall  mean  the  account  or  accounts
established  and  maintained as such pursuant to Section  4.1(a) of the Sale and
Servicing Agreement.

                  "Collection  Period" shall mean each calendar month during the
term of this  Agreement or, in the case of the initial  Collection  Period,  the
period from the Cutoff Date to and  including the last day of the month in which
the Cutoff Date occurred.  Any amount stated "as of the close of business of the
last day of a Collection Period" shall give effect to the following calculations
as determined as of the end of the day on such last day: 1) all  applications of
collections,  2) all current and  previous  Payaheads,  3) all  applications  of
Payahead Balances, 4) all Monthly Advances and reductions of Outstanding Monthly
Advances and 5) all distributions.

                  "Collections" shall mean all amounts collected by the Servicer
(from whatever source) on or with respect to the Receivables.

                  "Commission"   shall   mean  the   Securities   and   Exchange
Commission.

                  "Computer  Tape" shall mean the computer tape generated by the
Seller which provides  information relating to the Receivables and which is used
by the Seller in selecting the Receivables conveyed to the Trust.

                  "Control  Agreement" shall mean the Securities Account Control
Agreement,  dated as of the Closing Date,  by and among the Seller,  the Issuer,
the  Indenture  Trustee  and  The  Chase  Manhattan  Bank in its  capacity  as a
securities intermediary.
<PAGE>

                  "Controlling  Certificate  Class" shall mean,  with respect to
any Class C Certificates  outstanding,  the Class C Certificates  as long as any
Class C Certificates  are outstanding and thereafter the Class D Certificates so
long as any Class D Certificates are outstanding.

                  "Controlling Note Class" shall mean, with respect to any Notes
Outstanding,  the  Class A Notes  and the  VPTNs as long as any Class A Notes or
VPTNs are Outstanding and, thereafter,  the Class B Notes as long as any Class B
Notes are Outstanding (excluding Notes held by the Seller, the Servicer or their
Affiliates).

                  "Corporate  Trust Office" shall mean,  (i) with respect to the
Owner Trustee, the principal corporate trust office of the Owner Trustee located
at 101 Barclay Avenue,  Floor 12 East, New York, New York 10286 or at such other
address as the Owner  Trustee may  designate  from time to time by notice to the
Certificateholders and the Depositor, or the principal corporate trust office of
any successor  Owner  Trustee (the address of which the successor  Owner Trustee
will notify the Certificateholders and the Depositor);  (ii) with respect to the
Delaware Trustee,  the principal  corporate trust office of the Delaware Trustee
located at White Clay Center, Route 273, Newark, Delaware 19711 or at such other
address as the Delaware Trustee may designate from time to time by notice to the
Certificateholders and the Depositor, or the principal corporate trust office of
any  successor  Delaware  Trustee (the address of which the  successor  Delaware
Trustee will notify the  Certificateholders  and the Depositor);  and (iii) with
respect to the Indenture  Trustee,  the principal  corporate trust office of the
Indenture Trustee located at 450 West 33rd Street,  New York, New York 10001, or
at such other address as the Indenture  Trustee may designate  from time to time
by notice to the  Noteholders and the Issuer,  or the principal  corporate trust
office of any  successor  Indenture  Trustee (the address of which the successor
Indenture Trustee will notify the Noteholders and the Issuer).

                  "Co-Trustees" shall mean,  individually and collectively,  the
Owner Trustee and the Delaware Trustee.

                  "Curable Sequential Amortization  Commencement Date" means any
Targeted  Scheduled  Distribution  Date on which the related Subclass of Class A
Notes is not paid in full;  provided that no other  Subclass of Class A Notes is
then Outstanding after its Targeted Scheduled Distribution Date.

                  "Curable Sequential Amortization Period" shall mean the period
commencing on a Curable Sequential Amortization Commencement Date and ending the
earlier of (i) the date on which the related  Subclass of Class A Notes has been
paid in full and (ii) the next succeeding  Targeted Scheduled  Distribution Date
after  giving  effect  to  the  amounts  payable  on  such  Targeted   Scheduled
Distribution Date.

                  "Cutoff Date" shall mean July 1, 2000.

                  "Dealer" shall mean the dealer who sold a Financed Vehicle and
who originated  and assigned the respective  Receivable to Ford Credit or PRIMUS
under an  existing  agreement  between  such  dealer and either  Ford  Credit or
PRIMUS.

                  "Dealer Recourse" shall mean, with respect to a Receivable (i)
any amount paid by a Dealer or credited  against a reserve  established  for, or
held on behalf of, a Dealer in excess of that portion of finance charges rebated
to the Obligor which is attributable to the Dealer's  participation,  if any, in
the Receivable, and (ii) all recourse rights against the Dealer which originated
the Receivable and any successor Dealer.

                  "Default" shall mean any occurrence that is, or with notice or
the lapse of time or both would become, an Event of Default.

                  "Definitive Notes" shall have the meaning specified in Section
2.11 of the Indenture.

                  "Delaware Trustee" shall mean The Bank of New York (Delaware),
a Delaware  banking  corporation,  not in its individual  capacity but solely as
Delaware  Trustee under the Trust Agreement,  or any successor  Delaware Trustee
under the Trust Agreement.
<PAGE>

                  "Depositor" shall mean the Seller in its capacity as Depositor
under the Trust Agreement.

                  "Determination   Date"  shall  mean,   with   respect  to  any
Collection Period, the Business Day immediately  preceding the Distribution Date
following such Collection Period.

                  "Distribution  Date"  shall mean the  fifteenth  (15th) day of
each calendar  month or, if such day is not a Business Day, the next  succeeding
Business Day, commencing August 15, 2000.

                  "Eligible  Purchaser" means either FCAR Owner Trust or another
purchaser  eligible  to  purchase  a VPTN  under  the  Securities  Act  and  any
applicable State securities law.

                  "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended.

                  "Event of Default" shall have the meaning specified in Section
5.1 of the Indenture.

                  "Event of Servicing Termination" shall mean an event specified
in Section 7.1 of the Sale and Servicing Agreement.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

                  "Executive   Officer"   shall  mean,   with   respect  to  any
corporation,  the  Chief  Executive  Officer,  Chief  Operating  Officer,  Chief
Financial Officer, President,  Executive Vice President, any Vice President, the
Secretary  or the  Treasurer  of  such  corporation  and,  with  respect  to any
partnership, any general partner thereof.

                  "Expenses"  shall have the  meaning  assigned  to such term in
Section 8.2 of the Trust Agreement.

                  "Extended  Sequential  Amortization  Commencement  Date" shall
mean the Targeted Scheduled Distribution Date on which two Subclasses of Class A
Notes which have reached or passed their Targeted  Scheduled  Distribution Dates
have not been paid in full after  giving  effect to all  payments  allocable  to
principal on such Targeted Scheduled Distribution Date.

                  "Extended  Sequential  Amortization  Period"  shall  mean  the
period commencing on an Extended Sequential  Amortization  Commencement Date and
ending on the Distribution  Date on which the Class A-5 Notes and VPTNs are paid
in full.

                  "Final  Scheduled  Maturity  Date"  shall  mean no later  than
October 15, 2005.

                  "Financed  Vehicle"  shall  mean a new or used  automobile  or
light  truck,  together  with all  accessions  thereto,  securing  an  Obligor's
indebtedness under the respective Receivable.

                  "First  Priority  Principal  Distribution  Amount" shall mean,
with respect to any Distribution Date, an amount equal to the excess, if any, of
(a) the aggregate outstanding principal amount of the Class A Notes and VPTNs as
of the  preceding  Distribution  Date  (after  giving  effect  to any  principal
payments made on the Class A Notes and VPTNs and the issuance of any  additional
VPTNs on such  preceding  Distribution  Date)  less the amount on deposit in the
Accumulation   Account   (exclusive  of  investment   earnings  from   Permitted
Investments)  after giving effect to all principal payments on the Class A Notes
and VPTNs on such preceding  Distribution  Date over (b) the difference  between
(1)  the  Pool  Balance  at the  end of the  Collection  Period  preceding  such
Distribution  Date minus (2) the Yield Supplement  Overcollateralization  Amount
for such Distribution Date; provided, however, that the First Priority Principal
Distribution  Amount  shall  not  exceed  the sum of the  aggregate  outstanding
principal  amount of all of the Notes and the Aggregate  Certificate  Balance of
all of the Certificates on such Distribution Date (prior to giving effect to any
principal  payments  made on the  Securities  on such  Distribution  Date);  and
provided,  further, that (i) the First Priority Principal Distribution Amount on
and after the Class A-1 Final Scheduled Distribution Date shall not be less than
the amount that is necessary to reduce the outstanding  principal  amount of the
Class A-1 Notes to zero; (ii) the First Priority Principal  Distribution  Amount
on and after the Class A-2 Final Scheduled  Distribution  Date shall not be less
than the amount that is necessary to reduce the outstanding  principal amount of
the Class A-2 Notes to zero;  (iii) the First  Priority  Principal  Distribution
Amount on and after the Class A-3 Final Scheduled Distribution Date shall not be
less than the  amount  that is  necessary  to reduce the  outstanding  principal
amount  of the  Class  A-3  Notes to zero;  (iv) the  First  Priority  Principal
Distribution Amount on and after the Class A-4 Final Scheduled Distribution Date
shall not be less than the amount that is  necessary  to reduce the  outstanding
principal  amount  of the  Class  A-4  Notes to  zero;  (v) the  First  Priority
Principal  Distribution  Amount on and  after  the  Class  A-5  Final  Scheduled
Distribution  Date shall not be less than the amount that is necessary to reduce
the  outstanding  principal  amount of the Class A-5 Notes to zero; and (vi) the
First  Priority  Principal  Distribution  Amount  on and  after  the VPTN  Final
Scheduled  Distribution Date shall not be less than the amount that is necessary
to reduce the outstanding principal amount of all the outstanding VPTNs to zero.
<PAGE>

                  "Fitch" shall mean Fitch, Inc.

                  "Ford Credit" shall mean Ford Motor Credit Company, a
Delaware corporation.

                  "General Partner" shall mean Ford Credit Auto Receivables Two,
Inc., a Delaware  corporation,  or any substitute General Partner under the
Limited Partnership Agreement.

                  "Grant"  shall  mean  to  mortgage,   pledge,  bargain,  sell,
warrant,  alienate,  remise, release, convey, assign,  transfer,  create, and to
grant a lien upon and a security  interest in and right of set-off against,  and
to deposit,  set over and  confirm  pursuant  to the  Indenture.  A Grant of the
Collateral  or of any other  agreement or  instrument  shall include all rights,
powers  and  options  (but  none  of  the  obligations)  of the  granting  party
thereunder,  including the immediate and continuing right to claim for, collect,
receive and give receipt for principal  and interest  payments in respect of the
Collateral and all other monies payable thereunder,  to give and receive notices
and other communications,  to make waivers or other agreements,  to exercise all
rights and options,  to bring  Proceedings  in the name of the granting party or
otherwise,  and generally to do and receive  anything that the granting party is
or may be entitled to do or receive thereunder or with respect thereto.

                  "Indemnification  Agreement"  shall  mean the  Indemnification
Agreement,   dated  July  18,   2000,   by  and  between  Ford  Credit  and  the
Representatives.

                  "Indemnified  Parties"  shall have the meaning  assigned to
such term in Section 8.2 of the Trust Agreement.

                  "Indenture"  shall  mean  the  Indenture,  dated as of July 1,
2000, by and between the Trust and the Indenture Trustee.

                  "Indenture Trustee" shall mean The Chase Manhattan Bank, a New
York corporation, not in its individual capacity but solely as Indenture Trustee
under the Indenture, or any successor Indenture Trustee under the Indenture.

                  "Indenture  Trust Estate"  shall mean all money,  instruments,
rights and other property that are subject or intended to be subject to the lien
and  security  interest  of the  Indenture  for the  benefit of the  Noteholders
(including,  without  limitation,  all  property  and  interests  Granted to the
Indenture Trustee), including all proceeds thereof.

                  "Independent"  shall  mean,  when  used  with  respect  to any
specified Person, that such Person (a) is in fact independent of the Issuer, any
other obligor on the Notes, the Seller and any Affiliate of any of the foregoing
Persons,  (b) does  not  have any  direct  financial  interest  or any  material
indirect financial interest in the Issuer, any such other obligor, the Seller or
any Affiliate of any of the foregoing  Persons and (c) is not connected with the
Issuer,  any such  other  obligor,  the  Seller or any  Affiliate  of any of the
foregoing  Persons as an  officer,  employee,  promoter,  underwriter,  trustee,
partner, director or person performing similar functions.

                  "Independent  Certificate" shall mean a certificate or opinion
to be delivered to the Indenture Trustee under the  circumstances  described in,
and otherwise complying with, the applicable requirements of Section 11.1 of the
Indenture,  made by an  Independent  appraiser or other  expert  appointed by an
Issuer Order and approved by the Indenture Trustee in the exercise of reasonable
care, and such opinion or  certificate  shall state that the signer has read the
definition of "Independent" in this Indenture and that the signer is Independent
within the meaning thereof.

                  "Initial  Certificate  Balance" shall mean (i) with respect to
the  Class  C  Certificates,  $41,557,000,  (ii)  with  respect  to the  Class D
Certificates,  $41,557,000  and (ii) with respect to any  Certificate  of either
such Class, an amount equal to the initial denomination of such Certificate.

                  "Initial Pool Balance" shall mean $2,199,977,195.96

                  "Insolvency Event" shall mean, with respect to any Person, (i)
the making of a general assignment for the benefit of creditors, (ii) the filing
of a  voluntary  petition  in  bankruptcy,  (iii)  being  adjudged a bankrupt or
insolvent,  or having had entered against such Person an order for relief in any
bankruptcy  or  insolvency  proceeding,  (iv) the  filing  by such  Person  of a
petition   or   answer   seeking   reorganization,   arrangement,   composition,
readjustment,  liquidation, dissolution or similar relief under any statute, law
or  regulation,  (v) the  filing by such  Person of an answer or other  pleading
admitting or failing to contest the  material  allegations  of a petition  filed
against such Person in any  proceeding  specified in (vii) below,  (vi) seeking,
consent  to  or  acquiescing  in  the  appointment  of a  trustee,  receiver  or
liquidator  of such  Person or of all or any  substantial  part of the assets of
such  Person or (vii) the  failure  to  obtain  dismissal  within 60 days of the
commencement  of any  proceeding  against  such Person  seeking  reorganization,
arrangement,  composition,  readjustment,  liquidation,  dissolution  or similar
relief  under  any  statute,  law or  regulation,  or  the  entry  of any  order
appointing a trustee,  liquidator or receiver of such Person or of such Person's
assets or any substantial portion thereof.
<PAGE>

                  "Interest Period" shall mean, with respect to any Distribution
Date (i) with respect to the Class A Notes,  Class B Notes, Class C Certificates
and Class D Certificates, in the case of the first Distribution Date, the period
from and including the Closing Date to but excluding August 15, 2000 and for any
other Distribution Date, the period from the fifteenth day of the calendar month
preceding  each  Distribution  Date to but  excluding  the  fifteenth day of the
current  calendar month and (ii) with respect to the VPTNs, in case of the first
Distribution  Date  following the issuance of the related VPTN,  the period from
and including the issuance date to but excluding such  Distribution Date and for
any other  Distribution  Date,  the period  from and  including  the most recent
Distribution Date to but excluding such Distribution Date.

                  "Interest  Rate Swap  Agreement"  shall mean the interest rate
swap agreement,  dated July 26, 2000,  including all schedules and confirmations
thereto,  between  the  Issuer  and the  Swap  Counterparty,  as the same may be
amended,  supplemented,  renewed,  extended or replaced  from time to time.  The
Interest  Rate  Swap  Agreement  shall  provide  that if the  rating of any Swap
Counterparty  (including any  replacement  Swap  Counterparty or any institution
guaranteeing the Swap  Counterparty's  obligations  under the Interest Rate Swap
Agreement) (i) falls below a rating of "Aa3" by Moody's, "AA-" by Fitch or "AA-"
by S&P or (ii) is suspended or withdrawn, then such Swap Counterparty, within 30
days,  must  either  (1)  post  collateral  with a rating  of at least  "P-1" by
Moody's,  "F1" by Fitch  and "A-1" by S&P to the  Issuer,  (2) must  assign  its
rights and obligations in and under the applicable  Interest Rate Swap Agreement
to another eligible Swap Counterparty acceptable to the Issuer or (3) take other
remedial action  acceptable to the Rating Agencies and to the Issuer,  provided,
however,  that such  actions as listed in (1),  (2) and (3) above  shall only be
required if such  actions are  necessary  to maintain the ratings of the Class A
Notes and VPTNs prior to such reduction, suspension or withdrawal.

                  "Interest  Reset Date" means,  with respect to the VPTNs,  the
first day of the applicable Interest Period.

                  "IRS" shall mean the Internal Revenue Service.

                  "Issuer"  shall mean the Trust unless a successor  replaces it
and,  thereafter,  shall mean the  successor  and for purposes of any  provision
contained in the  Indenture  and required by the TIA,  each other obligor on the
Notes.

                  "Issuer Order" and "Issuer Request" shall mean a written order
or  request  signed  in the  name of the  Issuer  by any  one of its  Authorized
Officers and delivered to the Indenture Trustee.

                  "LIBOR"  means  the  London  Interbank  Offered  Rate for U.S.
dollar deposits for each Interest Period as determined by the Calculation  Agent
for the VPTNs as follows:

         (1)      On the LIBOR  Determination  Date, the Calculation  Agent will
                  determine  the  arithmetic  mean  of  the  offered  rates  for
                  deposits in U.S. dollars for a period of one-month, commencing
                  on such  Interest  Reset  Date,  which  appear on the  Reuters
                  Screen LIBO Page at approximately  11:00 a.m., London time, on
                  such LIBOR  Determination  Date.  "Reuters  Screen  LIBO Page"
                  means the  display  designated  as page  "LIBO" on the Reuters
                  Monitor Money Rates Service (or such other page as may replace
                  the LIBO page on that  service for the  purpose of  displaying
                  London  interbank  offered rates of major banks).  If at least
                  two such offered rates appear on the Reuters Screen LIBO Page,
                  LIBOR for such Interest  Period will be the arithmetic mean of
                  such offered rates as determined by the Calculation Agent.

         (2)      If fewer than two offered  rates appear on the Reuters  Screen
                  LIBO Page on such LIBOR  Determination  Date, the  Calculation
                  Agent will  request the  principal  London  offices of each of
                  four major banks in the London  interbank  market  selected by
                  such Calculation  Agent to provide such Calculation Agent with
                  its offered  quotations  for  deposits  in U.S.  dollars for a
                  period of one month,  commencing on such Interest  Reset Date,
                  to prime banks in the London interbank market at approximately
                  11:00 a.m., London time, on such LIBOR  Determination Date and
                  in a  principal  amount  equal to an  amount  of not less than
                  U.S.$1,000,000  that is representative of a single transaction
                  in such market at such time.  If at least two such  quotations
                  are  provided,  LIBOR  for such  Interest  Period  will be the
                  arithmetic  mean of such  quotations.  If fewer  than two such
                  quotations are provided,  LIBOR for such Interest  Period will
                  be the arithmetic mean of rates quoted by three major banks in
                  The City of New York  selected  by the  Calculation  Agent for
                  such LIBOR Security at approximately 11:00 a.m., New York City
                  time,  on such  LIBOR  Determination  Date  for  loans in U.S.
                  dollars to leading  European  banks,  for a  one-month  period
                  commencing  on such  Interest  Reset Date,  and in a principal
                  amount equal to an amount of not less than U.S.$1,000,000 that
                  is  representative  of a single  transaction in such market at
                  such time;  provided,  however,  that if the banks selected as
                  aforesaid by such  Calculation  Agent are not quoting rates as
                  mentioned in this  sentence,  LIBOR for such  Interest  Period
                  will  be the  same as  LIBOR  for  the  immediately  preceding
                  Interest Period.

                  "London  Banking  Day"  means any day other  than a  Saturday,
Sunday or any other day on which banks in London are required or  authorized  to
be closed.
<PAGE>

                  "LIBOR Determination Date" means the second London Banking Day
prior to the Interest Reset Date for the related Interest Period.

                  "Lien" shall mean a security interest,  lien, charge,  pledge,
equity,  or encumbrance of any kind other than tax liens,  mechanics' liens, and
any liens which attach to the respective Receivable by operation of law.

                  "Limited  Partnership  Act"  shall mean the  Delaware  Revised
Uniform Limited  Partnership Act, Chapter 17 of Title 6 of the Delaware Code, 17
Delaware Code ss. 101 et seq., as amended.

                  "Limited  Partnership  Agreement"  shall mean the  Amended and
Restated  Agreement of Limited  Partnership of Ford Credit Auto  Receivables Two
L.P., dated as of June 1, 1996, by and between Ford Credit Auto Receivables Two,
Inc., as general partner, and Ford Credit, as limited partner.

                  "Liquidated  Receivable" shall mean a Receivable which, by its
terms, is in default and as to which the Servicer has determined,  in accordance
with its  customary  servicing  procedures,  that  eventual  payment  in full is
unlikely or has repossessed and disposed of the Financed Vehicle.

                  "Liquidation  Proceeds"  shall mean the monies  collected from
whatever  source,  during the  respective  Collection  Period,  on a  Liquidated
Receivable,  net of the sum of any  amounts  expended  by the  Servicer  for the
account of the Obligor  plus any  amounts  required by law to be remitted to the
Obligor.

                  "Monthly  Advance" shall mean either an Actuarial Advance or a
Simple Interest Advance or both, as applicable.

                  "Monthly   Remittance   Condition"   shall  have  the  meaning
specified in Section 4.1(e) of the Sale and Servicing Agreement.

                  "Moody's" shall mean Moody's Investors Service, Inc.


                  "Note  Balance"  means with respect to each Class of Notes and
as the context so  requires,  (i) with  respect to all Notes of such  Class,  an
amount equal to, initially, the initial Note Balance of such Class of Notes and,
thereafter,  an amount equal to the initial Note Balance of such Class of Notes,
reduced by all amounts  distributed  to  Noteholders  of such Class of Notes and
allocable to principal or (ii) with respect to any Note of such Class, an amount
equal to,  initially,  the initial  denomination  of such Note and,  thereafter,
equal to such  initial  denomination,  reduced  by all  amounts  distributed  in
respect of such Note and allocable to principal.

                  "Note Depository Agreement" shall mean the agreement dated the
Closing Date by and among the Trust,  the Indenture  Trustee and The  Depository
Trust  Company,  as  the  initial  Clearing  Agency,   relating  to  the  Notes,
substantially in the form of Exhibit C to the Indenture.

                  "Noteholder"  shall  mean the  Person in whose  name a Note is
registered on the Note Register.

                  "Note  Interest Rate" shall mean the Class A-1 Rate, the Class
A-2 Rate,  the Class A-3 Rate,  the Class A-4 Rate, the Class A-5 Rate, the VPTN
Rate for each VPTN or the Class B Rate, as applicable.

                  "Note Owner" shall mean, with respect to any Book-Entry  Note,
the Person who is the beneficial  owner of such Book-Entry Note, as reflected on
the books of the  Clearing  Agency or on the  books of a Person  maintaining  an
account with such Clearing Agency (directly as a Clearing Agency  Participant or
as an indirect  participant,  in each case in accordance  with the rules of such
Clearing Agency).
<PAGE>

                  "Note Paying  Agent" shall mean the  Indenture  Trustee or any
other Person that meets the  eligibility  standards  for the  Indenture  Trustee
specified in Section 6.11 of the  Indenture  and is  authorized by the Issuer to
make payments to and distributions  from the Collection  Account  (including the
Principal  Distribution Account), the Accumulation Account and the VPTN Proceeds
Account, including payment of principal of or interest on the Notes on behalf of
the Issuer.

                  "Note Pool Factor"  shall mean,  with respect to each Subclass
of Class A, the VPTNs and the Class B Notes as of the close of  business  on the
last day of a  Collection  Period,  a  seven-digit  decimal  figure equal to the
outstanding  principal  balance of such Subclass or Class of Notes (after giving
effect  to any  reductions  thereof  to be  made  on the  immediately  following
Distribution Date) divided by the original outstanding principal balance of such
Subclass or Class of Notes.  The Note Pool Factor  will be  1.0000000  as of the
Closing Date or, with  respect to any  additional  VPTNs,  the date of issuance;
thereafter,  the Note Pool  Factor  will  decline to reflect  reductions  in the
outstanding principal amount of such Subclass or Class of Notes.

                  "Note Register" and "Note Registrar" shall have the respective
meanings specified in Section 2.5 of the Indenture.

                  "Notes"  shall mean the Class A-1 Notes,  the Class A-2 Notes,
the Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes, the VPTNs and the
Class B Notes, collectively.

                  "Obligor"  on  a  Receivable   shall  mean  the  purchaser  or
co-purchasers  of the  Financed  Vehicle or any other  Person who owes  payments
under the Receivable (not including any Dealer in respect of Dealer Recourse).

                  "Offered Securities" shall mean the Class A Notes, the Class B
Notes and the Class C Certificates.

                  "Officer's  Certificate"  shall  mean (i) with  respect to the
Trust, a certificate signed by any Authorized Officer of the Trust and (ii) with
respect to the Seller or the Servicer,  a certificate  signed by the chairman of
the board, the president,  any executive vice president, any vice president, the
treasurer,  any  assistant  treasurer,  or the  controller  of the Seller or the
Servicer, as applicable.

                  "Opinion of Counsel"  shall mean a written  opinion of counsel
which counsel shall be acceptable to the Indenture Trustee, the Owner Trustee or
the Rating Agencies, as applicable.

                  "Optional Purchase Percentage" shall mean 10%.

                  "Outstanding"  shall mean with respect to the Notes, as of the
date of determination,  all Notes theretofore  authenticated and delivered under
the Indenture except:

                           (a)  Notes  theretofore  cancelled  by the  Note
                  Registrar  or  delivered  to the  Note Registrar for
                  cancellation;

                           (b) Notes or  portions  thereof the payment for which
                  money in the necessary amount has been  theretofore  deposited
                  with the  Indenture  Trustee or any Note Paying Agent in trust
                  for the Noteholders of such Notes (provided,  however, that if
                  such Notes are to be redeemed,  notice of such  redemption has
                  been duly given  pursuant to this  Indenture or provision  for
                  such  notice  has been  made,  satisfactory  to the  Indenture
                  Trustee); and

                           (c) Notes in  exchange  for or in lieu of which other
                  Notes have been  authenticated and delivered  pursuant to this
                  Indenture unless proof  satisfactory to the Indenture  Trustee
                  is  presented  that any  such  Notes  are held by a bona  fide
                  purchaser;

provided,  that in determining  whether the Noteholders of Notes  evidencing the
requisite  principal  amount of the Notes  Outstanding  have given any  request,
demand,  authorization,  direction,  notice,  consent, or waiver under any Basic
Document,  Notes  owned by the Issuer,  any other  obligor  upon the Notes,  the
Seller,  the Servicer or any Affiliate of any of the foregoing  Persons shall be
disregarded  and deemed  not to be  Outstanding,  except  that,  in  determining
whether the Indenture Trustee shall be protected in relying on any such request,
demand, authorization,  direction, notice, consent, or waiver, only Notes that a
Responsible  Officer of the  Indenture  Trustee knows to be so owned shall be so
disregarded.  Notes owned by the Issuer,  any other obligor upon the Notes,  the
Seller,  the Servicer or any Affiliate of any of the foregoing Persons that have
been  pledged  in good  faith may be  regarded  as  Outstanding  if the  pledgee
establishes to the satisfaction of the Indenture  Trustee the pledgee's right so
to act with  respect to such Notes and that the pledgee is not the  Issuer,  any
other obligor upon the Notes,  the Seller,  the Servicer or any Affiliate of any
of the foregoing Persons.
<PAGE>

                  "Outstanding  Actuarial Advances" on the Actuarial Receivables
shall mean the sum, as of the close of business on the last day of a  Collection
Period,  of all Actuarial  Advances as reduced as provided in Section  4.4(a) of
the Sale and Servicing Agreement.

                  "Outstanding Advances" shall mean either Outstanding Actuarial
Advances or Outstanding Simple Interest Advances or both, as applicable.

                  "Outstanding  Simple Interest Advances" on the Simple Interest
Receivables shall mean the sum, as of the close of business on the last day of a
Collection  Period,  of all Simple  Interest  Advances as reduced as provided in
Section 4.4(b) of the Sale and Servicing Agreement.

                  "Owner  Trustee"  shall mean The Bank of New York,  a New York
banking corporation,  not in its individual capacity but solely as Owner Trustee
under  the Trust  Agreement,  or any  successor  Owner  Trustee  under the Trust
Agreement.

                  "Owner Trust Estate" shall mean all right,  title and interest
of the Trust in, to and under the  property  and  rights  assigned  to the Trust
pursuant to Article II of the Sale and Servicing Agreement.

                  "Payahead"  on a Receivable  shall mean the amount,  as of the
close of business on the last day of a Collection  Period,  specified in Section
4.3 of the Sale and Servicing Agreement with respect to such Receivable.

                  "Payahead  Account"  shall mean the  account  established  and
maintained  as such  pursuant  to  Section  4.1(d)  of the  Sale  and  Servicing
Agreement.

                  "Payahead  Balance" on a Receivable  shall mean the sum, as of
the close of business on the last day of a Collection  Period,  of all Payaheads
made by or on behalf of the Obligor with respect to such  Receivable  (including
any amount paid by or on behalf of the Obligor  prior to the Cutoff Date that is
due on or after the Cutoff Date and was not used to reduce the principal balance
of such  Receivable),  as reduced by  applications  of previous  Payaheads  with
respect to such  Receivable,  pursuant to  Sections  4.3 and 4.4 of the Sale and
Servicing Agreement.

                  "Permitted   Investments"   shall   mean,   on  any   date  of
determination,  book-entry  securities,  negotiable  instruments  or  securities
represented  by  instruments  in bearer or registered  form with  maturities not
exceeding the Business Day preceding the next  Distribution  Date (except as set
forth in clause (g) below) which evidence:

(a)                 direct  non-callable  obligations of, and obligations fully
         guaranteed as to timely payment by,  the United States of America;

(b)                 demand  deposits,  time deposits or certificates  of deposit
         of any depository  institution or trust  company  incorporated  under
         the laws of the United  States of America or any state thereof (or any
         domestic  branch of a foreign  bank) and  subject  to  supervision  and
         examination  by  Federal or State banking or depository institution
         authorities;  provided,  however, that at the time of the investment or
         contractual  commitment  to invest  therein,  the  commercial  paper or
         other  short-term  unsecured  debt obligations  (other  than such
         obligations the rating of which is based on the credit of a Person
         other than such  depository  institution or trust  company)  thereof
         shall have a credit rating from each of the Rating Agencies in the
         highest investment category granted thereby;

(c)      commercial  paper having,  at the time of the investment or contractual
         commitment to invest therein, a rating from each of the Rating Agencies
         in the highest investment category granted thereby;

(d)      investments  in money  market  funds  having a rating  from each of the
         Rating  Agencies in the highest  investment  category  granted  thereby
         (including  funds for which the Indenture  Trustee or the Owner Trustee
         or  any  of  their  respective  Affiliates  is  investment  manager  or
         advisor);

(e)      bankers'  acceptances  issued by any  depository  institution  or trust
         company  referred to in clause (b) above;

(f)      repurchase  obligations  with respect to any security  that is a direct
         non-callable  obligation of, or fully  guaranteed by, the United States
         of America or any agency or instrumentality  thereof the obligations of
         which are backed by the full  faith and credit of the United  States of
         America,  in either case entered into with a depository  institution or
         trust company (acting as principal) described in clause (b);
<PAGE>

(g)      with  respect to the amounts in the  Reserve  Account,  securities  and
         instruments which do not mature prior to the next Distribution Date and
         will not be required to be sold to meet any  shortfalls  in interest or
         principal owed to the Noteholders or Certificateholders,  provided that
         the Issuer or  Servicer  has  received  written  notification  from the
         Rating  Agencies that the acquisition of such securities or instruments
         as  a  Permitted   Investment  will  not  result  in  a  withdrawal  or
         downgrading of the ratings on the Notes and Certificates; and

(h)      any other  investment  with respect to which the Issuer or the Servicer
         has received  written  notification  from the Rating  Agencies that the
         acquisition  of such  investment  as a  Permitted  Investment  will not
         result in a withdrawal  or  downgrading  of the ratings on the Notes or
         the Certificates.

                  "Person"  shall  mean  any  individual,  corporation,  estate,
partnership,   joint  venture,   association,   joint  stock   company,   trust,
unincorporated   organization,   or   government  or  any  agency  or  political
subdivision thereof.

                  "Physical  Property"  shall have the meaning  assigned to such
term in the definition of "Delivery" above.

                  "Pool  Balance" as of the close of business of the last day of
a  Collection  Period  shall  mean  the  aggregate   Principal  Balance  of  the
Receivables, after giving effect to all payments (other than Payaheads) received
from Obligors, Liquidation Proceeds, Monthly Advances and Purchase Amounts to be
remitted by the Servicer or the Seller,  as the case may be, for such Collection
Period and all Realized Losses during such Collection Period.

                  "Pool Factor" as of the last day of a Collection  Period shall
mean a  seven-digit  decimal  figure  equal to the Pool  Balance  divided by the
Initial Pool Balance.

                  "Predecessor  Note" shall mean, with respect to any particular
Note,  every previous Note  evidencing all or a portion of the same debt as that
evidenced by such particular Note and, for purposes of this definition, any Note
authenticated  and  delivered  under  Section 2.6 of the  Indenture in lieu of a
mutilated,  lost,  destroyed or stolen Note shall be deemed to evidence the same
debt as the mutilated, lost, destroyed or stolen Note.

                  "Prepayment  Date" shall mean, with respect to a prepayment of
the  Certificates  pursuant  to  Section  9.3(a)  of the  Trust  Agreement  or a
distribution  to  Certificateholders  pursuant  to  Section  9.1(c) of the Trust
Agreement, the Distribution Date specified by the Owner Trustee pursuant to said
Section 9.3(a) or 9.1(c), as applicable.

                  "Prepayment   Price"   shall  mean  an  amount  equal  to  the
Certificate  Balance of the Class of Certificates to be prepaid plus accrued and
unpaid interest thereon at the applicable  Certificate Rate plus interest on any
overdue  interest at the applicable  Certificate  Rate (to the extent lawful) to
but excluding the Prepayment Date.

                  "PRIMUS"  shall mean,  until  August 1999,  PRIMUS  Automotive
Financial  Services,  Inc.  (and  any  of  its  subsidiaries),  a  wholly  owned
subsidiary of Ford Credit conducting its business as a corporate entity separate
from Ford Credit and  beginning in August 1999,  Primus  Financial  Services,  a
d/b/a of Ford Credit, conducting its business as a division of Ford Credit.

                  "Principal  Balance"  of a  Receivable,  as of  the  close  of
business on the last day of a Collection Period,  shall mean the Amount Financed
minus the sum of (a) in the case of an Actuarial Receivable, that portion of all
Scheduled  Payments due on or prior to such day allocable to principal using the
actuarial  or  constant  yield  method,  (b) in the  case of a  Simple  Interest
Receivable, that portion of all Scheduled Payments actually received on or prior
to such date allocable to principal  using the Simple Interest  Method,  (c) any
refunded  portion of extended  warranty  protection  plan costs,  or of physical
damage,  credit life, or disability  insurance  premiums  included in the Amount
Financed,  (d) any payment of the Purchase Amount with respect to the Receivable
allocable to principal and (e) any prepayment in full or any partial prepayments
applied to reduce the principal balance of the Receivable.

                  "Principal Distribution Account" shall mean the administrative
subaccount of the Collection Account established and maintained as such pursuant
to Section 4.1(b) of the Sale and Servicing Agreement.

                  "Proceeding"  shall mean any suit in equity,  action at law or
other judicial or administrative proceeding.

                  "Program" shall have the meaning  specified in Section 3.11 of
the Sale and Servicing Agreement.

                  "Prospectus"   shall  have  the  meaning   specified   in  the
Underwriting Agreement.
<PAGE>

                  "Purchase Agreement" shall mean the Purchase Agreement,  dated
as of July 1, 2000, by and between the Seller and Ford Credit.

                  "Purchase  Amount"  shall  mean the  amount,  as of the  close
business  on the  last day of a  Collection  Period,  required  to be paid by an
Obligor  to prepay in full the  respective  Receivable  under the terms  thereof
(which amount shall include a full month's interest, in the month of payment, at
the Annual Percentage Rate).

                  "Purchased  Property"  shall mean the  Receivables and related
property described in Section 2.1(a) of the Purchase Agreement.

                  "Purchased Receivable" shall mean a Receivable purchased as of
the close of business on the last day of the respective Collection Period by the
Servicer  pursuant to Section 3.7 of the Sale and Servicing  Agreement or by the
Seller pursuant to Section 6.2 of the Purchase Agreement.

                  "Purchaser" shall mean the Seller in its capacity as Purchaser
under the Purchase Agreement.

                  "Qualified  Institution" shall mean any depository institution
organized  under  the laws of the  United  States of  America  or any one of the
states thereof or incorporated  under the laws of a foreign  jurisdiction with a
branch or agency  located in the  United  States of America or one of the states
thereof and subject to supervision  and  examination by federal or state banking
authorities which at all times has a short-term deposit rating of P-1 by Moody's
and A-1+ by Standard & Poor's and, in the case of any such institution organized
under the laws of the United  States of America,  whose  deposits are insured by
the Federal Deposit Insurance Corporation or any successor thereto.

                  "Qualified Trust  Institution"  shall mean the corporate trust
department of The Bank of New York, The Chase Manhattan Bank, or any institution
organized  under  the laws of the  United  States of  America  or any one of the
states thereof or incorporated  under the laws of a foreign  jurisdiction with a
branch or agency  located in the  United  States of America or one of the states
thereof and subject to supervision  and  examination by federal or state banking
authorities  which at all times (i) is  authorized  under  such laws to act as a
trustee or in any other fiduciary capacity, (ii) holds not less than one billion
dollars in assets in its fiduciary  capacity,  and (iii) has a long-term deposit
rating of not less than Baa3 from Moody's.

                  "Rating  Agency" shall mean each of the nationally  recognized
statistical  rating  organizations  designated  by the Seller or an Affiliate to
provide a rating  on the Notes or the  Certificates  which is then  rating  such
Notes or  Certificates.  If no such  organization  or successor is any longer in
existence,  "Rating Agency" shall be a nationally recognized  statistical rating
organization  or  other  comparable  Person  designated  by  the  Seller  or  an
Affiliate,  notice of which designation shall be given to the Indenture Trustee,
the Owner Trustee and the Servicer.

                  "Rating  Agency  Condition"  shall mean,  with  respect to any
action,  that each Rating Agency shall have been given prior notice  thereof and
that each of the Rating  Agencies shall have notified the Seller,  the Servicer,
the Owner Trustee and the Indenture Trustee in writing that such action will not
result in a reduction or withdrawal  of the then current  rating of the Notes or
the Certificates.

                  "Realized  Losses"  shall  mean,  the excess of the  Principal
Balance of any Liquidated  Receivable  over  Liquidation  Proceeds to the extent
allocable to principal received in the Collection Period.

                  "Receivable"  shall mean any retail  installment sale contract
which  shall  appear  on  the  Schedule  of  Receivables   and  any  amendments,
modifications or supplements to such retail  installment sale contract which has
not been released by the Indenture Trustee and the Owner Trustee from the Trust.

                  "Receivable  Files" shall mean the  documents  specified in
Section 2.4 of the Sale and Servicing Agreement.

                  "Receivables  Purchase Price" shall mean the fair market value
of the  Receivables  on the  Closing  Date,  as set forth on  Schedule  A to the
Purchase Agreement.

                  "Record Date" shall mean, (i) with respect to any Distribution
Date or Redemption  Date and any  Book-Entry  Note, the close of business on the
day prior to such  Distribution  Date or Redemption Date or, with respect to any
Definitive  Note,  the last day of the month  preceding  the month in which such
Distribution  Date or  Redemption  Date  occurs  and (ii)  with  respect  to any
Distribution Date or Prepayment Date and any Certificate,  the close of business
on the last day of the month preceding the month in which such Distribution Date
or Prepayment Date occurs.

                  "Redemption  Date" shall mean with respect to a redemption  of
the Class A Notes,  the VPTNs and the Class B Notes  pursuant to Section 10.1 of
the Indenture,  the Distribution Date specified by the Servicer pursuant to said
Section 10.1.


<PAGE>


                  "Redemption  Price"  shall mean an amount  equal to the unpaid
principal  amount of the Class of Notes to be redeemed  plus  accrued and unpaid
interest  thereon at the  applicable  Note  Interest  Rate plus  interest on any
overdue  interest at the applicable Note Interest Rate (to the extent lawful) to
but excluding the Redemption Date.

                  "Registered  Noteholder" shall mean the Person in whose name a
Note is registered on the Note Register on the applicable Record Date.

                  "Regular  Principal  Distribution  Amount"  shall  mean,  with
respect  to any  Distribution  Date,  an amount  not less than zero equal to the
difference  between  (i) the  excess,  if any,  of (a) the sum of the  aggregate
outstanding  principal  amount of all the Notes  and the  Aggregate  Certificate
Balance of all of the Certificates as of the preceding  Distribution Date (after
giving effect to any principal  payments made on the  Securities and issuance of
any additional VPTNs on such preceding  Distribution  Date) or the Closing Date,
as the case may be,  less the  amount on  deposit  in the  Accumulation  Account
(exclusive of investment earnings) after giving effect to all principal payments
on the  Securities on such preceding  Distribution  Date over (b) the difference
between (x) the Pool Balance at the end of the Collection  Period preceding such
Distribution  Date  minus  (y)  the sum of the  Specified  Overcollateralization
Amount  with  respect  to  such  Distribution  Date  and  the  Yield  Supplement
Overcollateralization  Amount with respect to such Distribution Date, minus (ii)
the sum of the First Priority  Principal  Distribution  Amount,  if any, and the
Second Priority Principal Distribution Amount, if any, each with respect to such
Distribution Date; provided,  however,  that the Regular Principal  Distribution
Amount shall not exceed the sum of the aggregate outstanding principal amount of
all  of  the  Notes  and  the  Aggregate  Certificate  Balance  of  all  of  the
Certificates  on such  Distribution  Date (after  giving effect to any principal
payments  made on the  Securities  on such  Distribution  Date in respect of the
First Priority  Principal  Distribution  Amount, if any, and the Second Priority
Principal  Distribution  Amount,  if any); and provided,  further,  that (i) the
Regular  Principal  Distribution  Amount on or after the Class C Final Scheduled
Distribution  Date shall not be less than the amount that is necessary to reduce
the  Certificate  Balance  of the  Class C  Certificates  to zero;  and (ii) the
Regular  Principal  Distribution  Amount on or after the Class D Final Scheduled
Distribution  Date shall not be less than the amount that is necessary to reduce
the Certificate Balance of the Class D Certificates to zero.

                  "Related  Agreements"  shall have the meaning specified in the
recitals to the Administration Agreement.

                  "Representative" shall mean Morgan Stanley & Co. Incorporated,
as representative of the several Underwriters.

                  "Repurchase  Event" shall mean the  occurrence  of a breach of
any of the Seller's  representations and warranties  contained in Section 3.2(b)
of the  Purchase  Agreement  obligating  the  Seller to  repurchase  Receivables
thereunder at the Purchase Amount from the Purchaser or from the Trust.

                  "Required  Rating"  shall  mean a  rating  on  (i)  short-term
unsecured debt obligations of P-1 by Moody's and (ii) short-term  unsecured debt
obligations  of A-1+ by Standard & Poor's and (iii)  short-term  unsecured  debt
obligations  of F1+ by  Fitch,  if  rated by  Fitch;  and any  requirement  that
short-term unsecured debt obligations have the "Required Rating" shall mean that
such short-term  unsecured debt obligations have the foregoing  required ratings
from each of such Rating Agencies.

                  "Reserve  Account"  shall  mean the  account  established  and
maintained  as such  pursuant  to  Section  4.8(a)  of the  Sale  and  Servicing
Agreement.

                  "Reserve Account Property" shall have the meaning specified in
Section 4.8(a) of the Sale and Servicing Agreement.

                  "Reserve  Account  Release Amount" shall mean, with respect to
any Distribution  Date, an amount equal to the excess, if any, of (i) the amount
of cash or other  immediately  available  funds in the  Reserve  Account on such
Distribution Date (prior to giving effect to any withdrawals  therefrom relating
to such Distribution  Date) over (ii) the Specified Reserve Balance with respect
to such Distribution Date.
<PAGE>

                  "Reserve  Initial  Deposit"  shall mean,  with  respect to the
Closing Date, $10,999,885.98.

                  "Sale  and  Servicing  Agreement"  shall  mean  the  Sale  and
Servicing  Agreement,  dated as of July 1,  2000,  by and  among the  Trust,  as
issuer, the Seller, as seller, and Ford Credit, as servicer.

                  "Scheduled  Payment" shall mean, for any Collection Period for
any Receivable,  the amount  indicated in such Receivable as required to be paid
by the Obligor in such Collection Period (without giving effect to deferments of
payments  pursuant to Section  3.2 of the Sale and  Servicing  Agreement  or any
rescheduling in any insolvency or similar proceedings).

                  "Schedule of Receivables"  shall mean the list identifying the
Receivables  attached as Schedule A to the Sale and Servicing  Agreement and the
Indenture  and Exhibit B to the  Purchase  Agreement  (which lists may be in the
form of computer tape, microfiche, compact disk or other electronic medium).

                  "Second Priority  Principal  Distribution  Amount" shall mean,
with respect to any Distribution Date, an amount not less than zero equal to the
difference  between (i) the excess,  if any,  of (a) the  aggregate  outstanding
principal amount of the Class A Notes, the VPTNs and the Class B Notes as of the
preceding  Distribution Date (after giving effect to any principal payments made
on the  Class A Notes,  the VPTNs  and  Class B Notes  and the  issuance  of any
additional VPTNs on such preceding Distribution Date) less the amount on deposit
in the  Accumulation  Account  (exclusive of investment  earnings from Permitted
Investments)  after giving effect to all principal payments on the Securities on
such preceding  Distribution  Date over (b) the difference  between (1) the Pool
Balance at the end of the Collection Period preceding such Distribution Date and
(2) the Yield  Supplement  Overcollateralization  Amount  with  respect  to such
Distribution Date minus (ii) the First Priority Principal  Distribution  Amount,
if any, with respect to such  Distribution  Date;  provided,  however,  that the
Second Priority  Principal  Distribution  Amount shall not exceed the sum of the
aggregate  outstanding  principal  amount  of all the  Notes  and the  Aggregate
Certificate  Balance of all of the Certificates on such Distribution Date (after
giving  effect  to any  principal  payments  made  on  the  Securities  on  such
Distribution  Date in  respect  of the  First  Priority  Principal  Distribution
Amount,  if any);  and  provided,  further  that the Second  Priority  Principal
Distribution  Amount on or after the Class B Final Scheduled  Distribution  Date
shall not be less than the amount that is  necessary  to reduce the  outstanding
principal amount of the Class B Notes to zero.

                  "Secretary  of State" shall mean the Secretary of State of the
State of Delaware.

                  "Securities"  shall  mean  the  Notes  and  the  Certificates,
collectively.

                  "Securities  Act" shall mean the  Securities  Act of 1933,  as
amended.

                  "Securityholders"   shall   mean  the   Noteholders   and  the
Certificateholders, collectively.

                  "Seller" shall mean Ford Credit Auto  Receivables  Two L.P. as
the seller of the Receivables under the Sale and Servicing  Agreement,  and each
successor  to Ford  Credit  Auto  Receivables  Two L.P.  (in the same  capacity)
pursuant to Section 5.3 of the Sale and Servicing Agreement.

                  "Servicer"  shall  mean  Ford  Credit as the  servicer  of the
Receivables,  and each successor to Ford Credit (in the same capacity)  pursuant
to Section 6.3 of the Sale and Servicing Agreement.

                  "Servicer's  Certificate"  shall mean a certificate  completed
and  executed  by the  Servicer  by  any  executive  vice  president,  any  vice
president,  the  treasurer,  any assistant  treasurer,  the  controller,  or any
assistant  controller  of the  Servicer  pursuant to Section 3.9 of the Sale and
Servicing Agreement.

                  "Servicing  Fee" shall  mean,  with  respect  to a  Collection
Period,  the fee  payable to the  Servicer  for  services  rendered  during such
Collection Period, which shall be equal to one-twelfth of the Servicing Fee Rate
multiplied by the Pool Balance as of the first day of the Collection Period.

                  "Servicer  Liquidity  Advance"  shall have the  meaning as set
first in Section 4.5 of the Sale and Servicing Agreement.

                  "Sequential   Amortization   Period"   shall  mean  a  Curable
Amortization Period or an Extended Amortization Period.
<PAGE>

                  "Servicing Fee Rate" shall mean 1.0% per annum.

                  "Simple  Interest  Advance" shall mean the amount of interest,
as of the close of business on the last day of a  Collection  Period,  which the
Servicer is required to advance on the Simple Interest  Receivables  pursuant to
Section 4.4(b) of the Sale and Servicing Agreement.

                  "Simple Interest Method" shall mean the method of allocating a
fixed level payment to principal and interest,  pursuant to which the portion of
such  payment that is allocated to interest is equal to the product of the fixed
rate of interest  multiplied by the unpaid principal  balance  multiplied by the
period of time elapsed since the preceding payment of interest was made.

                  "Simple Interest  Receivable"  shall mean any Receivable under
which the portion of a payment  allocable to interest and the portion  allocable
to principal is determined in accordance with the Simple Interest Method.

                  "Specified Credit Enhancement Amount" shall mean, with respect
to any Distribution Date, the greatest of (i) $10,999,885.98,  (ii) 1.00% of the
Pool Balance at the end of the Collection  Period  preceding  such  Distribution
Date or (iii)  the  aggregate  principal  balance  of the  Receivables  that are
delinquent 91 days or more and are not Liquidated  Receivables at the end of the
Collection Period preceding such Distribution Date; provided,  however, that the
Specified Credit  Enhancement Amount with respect to any Distribution Date shall
not  exceed the sum of the  aggregate  outstanding  principal  amount of all the
Notes and the Aggregate  Certificate  Balance of all the  Certificates as of the
preceding  Distribution Date (after giving effect to any principal payments made
on the Securities on such preceding Distribution Date).

                  "Specified  Overcollateralization  Amount"  shall  mean,  with
respect to any  Distribution  Date,  the excess,  if any,  of (a) the  Specified
Credit  Enhancement  Amount over (b) the Specified  Reserve  Balance,  each with
respect to such Distribution Date.

                  "Specified Reserve Balance" shall mean the sum of:

                  (i) the lesser of

                           (a) $10,999,885.98 and

                           (b) the sum of the  aggregate  outstanding  principal
                           amount of all the Notes and the Aggregate Certificate
                           Balance of all the  Certificates  as of the preceding
                           Distribution   Date  (after   giving  effect  to  any
                           principal  payments  made on the  Securities  on such
                           preceding Distribution Date) and

                  (ii)     plus,  in each case, if any amounts are on deposit in
                           the  Accumulation  Account on such
                           Distribution  Date  (after  giving  effect  to all
                           deposits  and  withdrawals  from the
                           Accumulation  Account on such Distribution  Date), an
                           amount equal to the product of (x)
                           the  amount  on  deposit  in  the  Accumulation
                           Account  (after  giving  effect  to all
                           deposits and withdrawals from the Accumulation
                           Account on such Distribution  Date), (y)
                           a  fraction,  the  numerator  of which is the number
                           of  Distribution  Dates  after such
                           Distribution  Date through and including the next
                           Distribution  Date that is a Targeted
                           Scheduled  Distribution  Date for any Subclass of
                           Class A Notes and the  denominator  of
                           which is 12, and (z) the weighted  average  interest
                           rate of the outstanding  Securities
                           on such date  (after  giving effect to all  principal
                           payments  on such  date)  minus
                           (one-month  LIBOR as  determined  for the Interest
                           Period  beginning  on the  preceding
                           Distribution Date less 2.50%).

                  "Spread" means with respect to any VPTN,  the percentage  over
LIBOR as  determined  at the time of issuance  as set forth in such VPTN,  which
percentage shall not exceed 1.50%.

                  "Standard  & Poor's"  shall  mean  Standard  & Poor's  Ratings
Services, a division of The McGraw-Hill Companies, Inc.

                  "State"  shall  mean any state or  commonwealth  of the United
States of America, or the District of Columbia.
<PAGE>

                  "Subclass" shall mean any subclass of Class A Notes, including
the Class A-1  Notes,  the Class A-2 Notes,  the Class A-3 Notes,  the Class A-4
Notes and the Class A-5 Notes.

                  "Successor  Servicer"  shall mean an institution  appointed as
successor Servicer pursuant to Section 9.2 of the Sale and Servicing Agreement.

                  "Supplemental  Servicing  Fee" shall mean,  the fee payable to
the Servicer for certain  services  rendered  during the  respective  Collection
Period,  determined  pursuant  to and  defined  in  Section  3.8 of the Sale and
Servicing Agreement.

                  "Swap   Counterparty"   shall  mean  Westdeutsche   Landesbank
Girozentrale, acting through its New York Branch, as swap counterparty under the
Interest Rate Swap Agreement,  or any successor or replacement swap counterparty
from time to time under the Interest Rate Swap Agreement. Each Swap Counterparty
(or the institution guaranteeing such Swap Counterparty's obligations) must have
ratings at least equal to "Aa3" by  Moody's,  "AA-" by Fitch and "AA-" by S&P at
the time of entry into the Interest Rate Swap Agreement.

                  "Swap  Payment"  shall mean on any  Distribution  Date the net
amount, if any, then payable by the Issuer to the Swap  Counterparty,  excluding
any Swap Termination Payments.

                  "Swap Termination  Payment" shall mean any termination payment
payable by the Issuer to the Swap  Counterparty  or by the Swap  Counterparty to
the Issuer under the Interest Rate Swap Agreement.

                  "Swap  Receipt"  shall mean on any  Distribution  Date the net
amount, if any, then payable by a Swap Counterparty to the Issuer, excluding any
Swap Termination Payments.

                  "Targeted  Scheduled  Distribution Date" shall mean as set
forth below for each Subclass of Class A Notes:

                                      Targeted Scheduled

         Subclass                     Distribution Date
Class A-1 Notes                        January 15, 2001
Class A-2 Notes                         July 15, 2001
Class A-3 Notes                        January 15, 2002
Class A-4 Notes                         July 15, 2002
Class A-5 Notes                        January 15, 2003

                  "Total  Required  Payment"  shall  mean,  with  respect to any
Distribution  Date,  the sum of the Servicing Fee and all unpaid  Servicing Fees
from prior Collection  Periods,  the Accrued Class A Note Interest,  the Accrued
VPTN Interest,  any Swap Payment,  any Swap  Termination  Payment payable by the
Issuer to the Swap  Counterparty,  the  First  Priority  Principal  Distribution
Amount,  the  Accrued  Class B Note  Interest,  the  Second  Priority  Principal
Distribution  Amount,  the Accrued Class C Certificate  Interest and the Accrued
Class D Certificate Interest;  provided,  however, that following the occurrence
and during the  continuation  of an Event of Default  which has  resulted  in an
acceleration of the Notes, on any Distribution  Date until the Distribution Date
on which  the  outstanding  principal  amount  of all the Notes has been paid in
full, the Total Required Payment shall mean the sum of the Servicing Fee and all
unpaid  Servicing Fees from prior Collection  Periods,  the Accrued Class A Note
Interest, the


<PAGE>


Accrued VPTN Interest, any Swap Payment, any Swap Termination Payment payable by
the Issuer to the Swap  Counterparty,  the Accrued Class B Note Interest and the
amount necessary to reduce the outstanding  principal amount of all the Notes to
zero.

                  "Transfer" shall have the meaning  specified in Section 3.3 of
the Trust Agreement.

                  "Treasury  Regulations"  shall  mean  regulations,   including
proposed or temporary  regulations,  promulgated  under the Code.  References to
specific provisions of proposed or temporary regulations shall include analogous
provisions  of  final   Treasury   Regulations  or  other   successor   Treasury
Regulations.

                  "Trust"  shall mean Ford  Credit Auto Owner  Trust  2000-D,  a
Delaware business trust established pursuant to the Trust Agreement.

                  "Trust Accounts" shall have the meaning specified in Section
4.8(a) of the Sale and Servicing Agreement.

                  "Trust  Agreement"  shall mean the Amended and Restated  Trust
Agreement dated as of July 1, 2000, by and among the Seller,  as depositor,  the
Owner Trustee and the Delaware Trustee.

                  "Trust  Indenture Act" or "TIA" shall mean the Trust Indenture
Act of 1939, as amended, unless otherwise specifically provided.

                  "Trustee  Officer"  shall mean,  with respect to the Indenture
Trustee,  any officer within the Corporate Trust Office of the Indenture Trustee
with direct responsibility for the administration of the Indenture and the other
Basic  Documents on behalf of the Indenture  Trustee and also, with respect to a
particular  matter, any other officer to whom such matter is referred because of
such officer's  knowledge of and  familiarity  with the particular  subject and,
with respect to the Owner Trustee, any officer within the Corporate Trust Office
of the Owner Trustee with direct  responsibility  for the  administration of the
Trust Agreement and the other Basic Documents on behalf of the Owner Trustee.

                  "Trust  Property"  shall  have  the  meaning  as set  forth in
Section 2.1(a) of the Sale and Servicing Agreement.

                  "UCC" shall mean the Uniform  Commercial  Code as in effect in
any relevant jurisdiction.

                  "Underwriting   Agreement"   shall   mean   the   Underwriting
Agreement, dated July 18, 2000 between the Seller and the Representatives of the
several Underwriters.

                  "Underwritten Securities" shall mean the Notes and the Class C
Certificates.

                  "VPTN" shall mean the Floating Rate Asset Backed  Variable Pay
Term Notes  issued  from time to time by the Trust  pursuant  to the  Indenture,
substantially in the form of Exhibit VPTN to the Indenture.

                  "VPTN Noteholders'  Interest Carryover  Shortfall" shall mean,
with  respect to any  Distribution  Date,  the  excess of the VPTN  Noteholders'
Monthly Accrued Interest for the preceding Distribution Date and any outstanding
VPTN Noteholders'  Interest Carryover  Shortfall on such preceding  Distribution
Date, over the amount in respect of interest that is actually paid to holders of
the VPTNs on such preceding  Distribution  Date,  plus interest on the amount of
interest due but not paid to holders of the VPTNs on the preceding  Distribution
Date, to the extent  permitted by law, at the  respective  Note  Interest  Rates
borne by such VPTNs for the related Interest Period.

                  "VPTN Noteholders'  Monthly Accrued Interest" shall mean, with
respect to any Distribution Date, the aggregate interest accrued for the related
Interest  Period on each VPTN at the  respective  VPTN Rate for each VPTN on the
outstanding  principal  amount of each such  VPTN on the  immediately  preceding
Distribution Date or the respective date of issuance,  as the case may be, after
giving  effect to all  payments of  principal  to the holders of the VPTNs on or
prior to such preceding Distribution Date.

                  "VPTN  Final  Scheduled  Distribution  Date"  shall  mean  the
January 2005 Distribution Date.

                  "VPTN Issuance Amount" shall mean, for any Targeted  Scheduled
Distribution  Date,  the amount the Issuer is able to issue  pursuant to Section
2.2(d) of the  Indenture,  not to exceed  an amount  equal to (i) the  aggregate
outstanding  principal  balance of the related Subclass of the Class A Notes and
the aggregate  outstanding principal balance of all Class A Notes which were not
paid in full on their Targeted Scheduled Distribution Dates over (ii) the sum of
the amount on deposit in the  Accumulation  Account and the amount on deposit in
the Principal  Distribution  Account, if any, which is allocable to the Subclass
or Subclasses of Class A Notes in (i) above.
<PAGE>

                  "VPTN  Noteholder"  shall mean the Person in whose name a VPTN
is registered on the Note Register, or if no VPTN has been issued and a Servicer
Liquidity Advance has been made, the Servicer.

                  "VPTN Percentage" means, for any Distribution Date, 100% minus
the Class A Percentage for that Distribution Date.

                  "VPTN Proceeds Account" shall mean the account established and
maintained pursuant to Section 4.1(g) of the Sale and Servicing Agreement.

                  "VPTN  Rate"  shall mean,  with  respect to each VPTN,  on any
Distribution  Date,  the rate  equal to  one-month  LIBOR on the  related  LIBOR
Determination  Date plus the fixed percentage spread for such VPTN determined at
the time of issuance  based on market  conditions;  provided  that such interest
rate shall not exceed  one-month LIBOR plus 1.50%.  Interest with respect to any
VPTN shall be computed on the basis of actual  days  elapsed and a 360-day  year
for all purposes of the Basic Documents.

                  "Void  Transfer"  shall have the meaning  specified in Section
3.3 of the Trust Agreement.

                  "Yield  Supplement  Overcollateralization  Amount" shall mean,
with  respect  to any  Distribution  Date,  the  amount  specified  on the Yield
Supplement  Overcollateralization  Schedule  with  respect to such  Distribution
Date.

                  "Yield Supplement  Overcollateralization  Schedule" shall mean
for the Closing Date and each  Distribution  Date listed  below,  the  following
schedule:

Closing Date:              $ 122,140,427.01
August 2000:               $ 117,136,075.56
September 2000:            $ 112,227,268.64
October 2000:              $ 107,415,372.15
November 2000:             $ 102,701,678.16
December 2000:             $  98,087,519.93
January 2001:              $  93,574,222.19
February 2001:             $  89,163,113.35
March 2001:                $  84,855,487.46
April 2001:                $  80,652,712.04
May 2001:                  $  76,556,131.51
June 2001:                 $  72,567,086.81
July 2001:                 $  68,686,912.98
August 2001:               $  64,916,981.70
September 2001:            $  61,258,667.69
October 2001:              $  57,712,292.24
November 2001:             $  54,277,969.70
December 2001:             $  50,956,018.22
January 2002:              $  47,746,857.89
February 2002:             $  44,650,601.48
March 2002:                $  41,667,416.81
April 2002:                $  38,797,596.59
May 2002:                  $  36,041,326.81
June 2002:                 $  33,398,601.47
July 2002:                 $  30,869,562.27
August 2002:               $  28,454,550.89
September 2002:            $  26,154,317.24
October 2002:              $  23,968,933.94
November 2002:             $  21,898,322.27
December 2002:             $  19,942,170.44
January 2003:              $  18,099,520.64
February 2003:             $  16,368,080.05
March 2003:                $  14,745,071.64
April 2003:                $  13,227,662.44
May 2003:                  $  11,812,369.42
June 2003:                 $  10,493,419.43
July 2003:                 $   9,269,940.55
August 2003:               $   8,141,226.77
September 2003:            $   7,105,336.35
October 2003:              $   6,158,631.93
November 2003:             $   5,296,298.19
December 2003:             $   4,513,639.66
January 2004:              $   3,807,190.60
February 2004:             $   3,174,264.52
March 2004:                $   2,612,243.51
April 2004:                $   2,118,224.32
May 2004:                  $   1,688,422.48
June 2004:                 $   1,317,512.20
July 2004:                 $   1,003,187.53
August 2004:               $     742,923.83
September 2004:            $     532,308.44
October 2004:              $     365,991.28
November 2004:             $     238,152.47
December 2004:             $     142,847.53
January 2005:              $      75,871.48
February 2005:             $      32,805.18
March 2005:                $       9,156.98
April 2005:                $          85.23
[{"type": "8-K", "sequence": "1", "filename": "0001.txt", "description": "2000-D 8K", "secsgml_size_bytes": 1079917}]
{"company-data": {"conformed-name": "FORD CREDIT AUTO RECEIVABLES TWO L P", "cik": "0001008949", "assigned-sic": "6189", "irs-number": "383295857", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-29043", "film-number": "686941"}, "business-address": {"street1": "THE AMERICAN ROAD", "street2": "P O BOX 6044", "city": "DEARBORN", "state": "MI", "zip": "48121", "phone": "3133223000"}, "mail-address": {"street1": "THE AMERICAN ROAD", "street2": "P O BOX 6044", "city": "DEARBORN", "state": "MI", "zip": "48121"}}
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 7, 2000

                     FORD CREDIT AUTO OWNER TRUST 2000-D
              (Ford Credit Auto Receivables Two L.P. - Originator)
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                  333-82895              38-3295857
-----------------------     -----------------------  -------------------
(State or other juris-      (Commission File Number   (IRS Employer
 diction of incorporation          Number)           Identification No.)

One American Road, Dearborn, Michigan                        48126
----------------------------------------                   ----------
(Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code 313-322-3000
ITEM 5. Other Events.

       In connection with the issuance by Ford Credit Auto Owner Trust 2000-D
(the "Trust") of Asset Backed Securities pursuant to the Prospectus dated
April 11, 2000 and the Prospectus Supplement dated July 18, 2000 filed
with the Securities and Exchange Commission pursuant to its Rule 424(b)(2),
Ford Credit Auto Receivables Two L.P. ("FCARTLP") is filing the exhibits listed
below to this Current Report on Form 8-K which are incorporated by reference
herein.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

                           EXHIBITS

DESIGNATION              DESCRIPTION                  METHOD OF FILING
-----------              -----------                  ----------------
Exhibit 4.1       Conformed copy of the Indenture     Filed with this Report.
                  dated as of July 1, 2000 between
                  the Trust and The Chase Manhattan
                  Bank (the "Indenture Trustee").

Exhibit 4.2       Conformed copy of the Amended and   Filed with this Report.
                  Restated Trust Agreement dated as
                  of July 1, 2000 among FCARTLP,
                  The Bank of New York, as owner
                  trustee, and The Bank of New York
                  (Delaware), as Delaware trustee.

Exhibit 8.1       Opinion of Skadden, Arps, Slate,    Filed with this Report.
                  Meagher & Flom LLP with respect
                  to certain federal income tax
                  matters.

Exhibit 8.2       Opinion of H. D. Smith, Secretary   Filed with this Report.
                  and Corporate Counsel of Ford
                  Motor Credit Company ("Ford Credit")
                  relating to certain Michigan tax
                  matters.
EXHIBITS (cont.)

DESIGNATION              DESCRIPTION                  METHOD OF FILING
-----------              -----------                  ----------------
Exhibit 23.1      Consent of Skadden, Arps, Slate,    Filed with this Report.
                  Meagher & Flom LLP (included as
                  part of Exhibit 8.1).

Exhibit 23.2      Consent of H.D. Smith, Secretary    Filed with this Report.
                  and Corporate Counsel of Ford
                  Credit (included as part of
                  Exhibit 8.2).

Exhibit 99.1      Conformed copy of the Sale and      Filed with this Report.
                  Servicing Agreement dated as of
                  July 1, 2000 among FCARTLP,
                  Ford Credit and the Trust.

Exhibit 99.2      Conformed copy of the               Filed with this Report.
                  Administration Agreement dated
                  as of July 1, 2000 among Ford
                  Credit, as administrator, the
                  Indenture Trustee and the Trust.

Exhibit 99.3      Conformed copy of the Purchase      Filed with this Report.
                  Agreement dated as of July 1,
                  2000 between Ford Credit and
                  FCARTLP.

Exhibit 99.4      Appendix A - Defined Terms          Filed with this Report.

                              SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized on the date indicated.

                                        Ford Credit Auto Receivables Two L.P.
                                                     (Registrant)

                                        By:  Ford Credit Auto Receivables
                                             Two, Inc., General Partner

Date:  August 7, 2000                          By:/s/ E.E. Smith-Sulfaro
                                                 -------------------
                                                 Assistant Secretary
EXHIBIT INDEX

DESIGNATION              DESCRIPTION
-----------              -----------
Exhibit 4.1       Conformed copy of the Indenture
                  dated as of July 1, 2000 between
                  the Trust and the Indenture Trustee.

Exhibit 4.2       Conformed copy of the Amended and
                  Restated Trust Agreement dated as
                  of July 1, 2000 among FCARTLP,
                  The Bank of New York, as owner
                  trustee, and The Bank of New York
                  (Delaware), as Delaware trustee.

Exhibit 8.1       Opinion of Skadden, Arps, Slate,
                  Meagher & Flom LLP with respect
                  to certain federal income tax
                  matters.

Exhibit 8.2       Opinion of H. D. Smith, Secretary
                  and Corporate Counsel of Ford
                  Credit relating to certain Michigan tax
                  matters.
EXHIBITS (cont.)

DESIGNATION              DESCRIPTION
-----------              -----------
Exhibit 23.1      Consent of Skadden, Arps, Slate,
                  Meagher & Flom LLP (included as
                  part of Exhibit 8.1).

Exhibit 23.2      Consent of H.D. Smith, Secretary
                  and Corporate Counsel of Ford
                  Credit (included as part of
                  Exhibit 8.2).

Exhibit 99.1      Conformed copy of the Sale and
                  Servicing Agreement dated as of
                  July 1, 2000 among FCARTLP,
                  Ford Credit and the Trust.

Exhibit 99.2      Conformed copy of the
                  Administration Agreement dated
                  as of July 1, 2000 among Ford
                  Credit, as administrator, the
                  Indenture Trustee and the Trust.

Exhibit 99.3      Conformed copy of the Purchase
                  Agreement dated as of July 1,
                  2000 between Ford Credit and
                  FCARTLP.

Exhibit 99.4      Appendix A - Defined Terms
Exhibit 4.1

                                    INDENTURE

                                     between

                      FORD CREDIT AUTO OWNER TRUST 2000-D,
                                    as Issuer

                                       and

                            THE CHASE MANHATTAN BANK,
                              as Indenture Trustee

                            Dated as of July 1, 2000
CROSS REFERENCE TABLE1
                              ---------------------
TIA                                                                                       Indenture
Section                                                                                      Section

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

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

2........N.A. means Not Applicable.
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS, USAGE AND INCORPORATION BY REFERENCE...................................................3
SECTION 1.1  Definitions and Usage..................................................................3
SECTION 1.2  Incorporation by Reference of Trust Indenture Act......................................3

                                          ARTICLE II
THE NOTES...........................................................................................3
SECTION 2.1  Form of Notes..........................................................................3
SECTION 2.2  Execution, Authentication and Delivery.................................................4
SECTION 2.3  Temporary Notes........................................................................7
SECTION 2.4  Tax Treatment..........................................................................7
SECTION 2.5  Registration of Transfer and Exchange of Securities. ..................................8
SECTION 2.6  Mutilated, Destroyed, Lost or Stolen Notes.............................................9
SECTION 2.7  Persons Deemed Owners.................................................................10
SECTION 2.8  Payment of Principal and Interest; Defaulted Interest.................................10
SECTION 2.9  Cancellation..........................................................................11
SECTION 2.10  Release of Collateral................................................................12
SECTION 2.11  Book-Entry Notes.....................................................................12
SECTION 2.12  Notices to Clearing Agency...........................................................13
SECTION 2.13  Definitive Notes.....................................................................13
SECTION 2.14  Authenticating Agents................................................................14

                                   ARTICLE III
COVENANTS..........................................................................................15
SECTION 3.1  Payment of Principal and Interest.....................................................15
SECTION 3.2  Maintenance of Office or Agency.......................................................15
SECTION 3.3  Money for Payments To Be Held in Trust................................................15
SECTION 3.4  Existence.............................................................................17
SECTION 3.5  Protection of Indenture Trust Estate..................................................17
SECTION 3.6  Opinions as to Indenture Trust Estate.................................................18
SECTION 3.7  Performance of Obligations; Servicing of Receivables..................................18
SECTION 3.8  Negative Covenants....................................................................20
SECTION 3.9  Annual Statement as to Compliance.....................................................21
SECTION 3.10  Issuer May Consolidate, etc., Only on Certain Terms..................................21
SECTION 3.11  Successor or Transferee..............................................................23
SECTION 3.12  No Other Business....................................................................24
SECTION 3.13  No Borrowing.........................................................................24
SECTION 3.14  Servicer's Obligations...............................................................24
SECTION 3.15  Guarantees, Loans, Advances and Other Liabilities....................................24
SECTION 3.16  Capital Expenditures.................................................................24
SECTION 3.17  Further Instruments and Acts.........................................................24
SECTION 3.18  Restricted Payments..................................................................24
SECTION 3.19  Calculation Agent....................................................................25
SECTION 3.20  Notice of Events of Default..........................................................26
SECTION 3.21  Removal of Administrator.............................................................26
ARTICLE IV
SATISFACTION AND DISCHARGE.........................................................................27
SECTION 4.1  Satisfaction and Discharge of Indenture...............................................27
SECTION 4.2  Satisfaction, Discharge and Defeasance of Notes.......................................28
SECTION 4.3  Application of Trust Money............................................................29
SECTION 4.4  Repayment of Monies Held by Note Paying Agent.........................................29

                                    ARTICLE V
REMEDIES...........................................................................................30
SECTION 5.1  Events of Default.....................................................................30
SECTION 5.2  Acceleration of Maturity; Rescission and Annulment....................................31
SECTION 5.3  Collection of Indebtedness and Suits for Enforcement by Indenture
                  Trustee..........................................................................32
SECTION 5.4  Remedies; Priorities..................................................................35
SECTION 5.5  Optional Preservation of the Receivables..............................................38
SECTION 5.6  Limitation of Suits...................................................................39
SECTION 5.7  Unconditional Rights of Noteholders To Receive Principal and
                  Interest.........................................................................40
SECTION 5.8  Restoration of Rights and Remedies....................................................40
SECTION 5.9  Rights and Remedies Cumulative........................................................40
SECTION 5.10  Delay or Omission Not a Waiver.......................................................40
SECTION 5.11  Control by Controlling Note Class of Noteholders.....................................40
SECTION 5.12  Waiver of Past Defaults..............................................................41
SECTION 5.13  Undertaking for Costs................................................................42
SECTION 5.14  Waiver of Stay or Extension Laws.....................................................42
SECTION 5.15  Action on Notes......................................................................42
SECTION 5.16  Performance and Enforcement of Certain Obligations...................................42

                                   ARTICLE VI
THE INDENTURE TRUSTEE..............................................................................44
SECTION 6.1  Duties of Indenture Trustee...........................................................44
SECTION 6.2  Rights of Indenture Trustee...........................................................45
SECTION 6.3  Individual Rights of Indenture Trustee................................................46
SECTION 6.4  Indenture Trustee's Disclaimer........................................................46
SECTION 6.5  Notice of Defaults....................................................................46
SECTION 6.6  Reports by Indenture Trustee to Noteholders...........................................47
SECTION 6.7  Compensation and Indemnity............................................................47
SECTION 6.8  Replacement of Indenture Trustee......................................................48
SECTION 6.9  Successor Indenture Trustee by Merger.................................................49
SECTION 6.10  Appointment of Co-Indenture Trustee or Separate Indenture
                   Trustee.........................................................................49
SECTION 6.11  Eligibility; Disqualification........................................................51
SECTION 6.13  Interest Rate Swap Provisions........................................................52
ARTICLE VII

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

                                  ARTICLE VIII
ACCOUNTS, DISBURSEMENTS AND RELEASES...............................................................56
SECTION 8.1  Collection of Money...................................................................56
SECTION 8.2  Trust Accounts and Payahead Account...................................................56
SECTION 8.3  General Provisions Regarding Accounts.................................................61
SECTION 8.4  Release of Indenture Trust Estate.....................................................62
SECTION 8.5  Opinion of Counsel....................................................................63

                                   ARTICLE IX
SUPPLEMENTAL INDENTURES............................................................................64
SECTION 9.1  Supplemental Indentures Without Consent of Noteholders................................64
SECTION 9.2   Supplemental Indentures with Consent of Noteholders..................................65
SECTION 9.3  Execution of Supplemental Indentures..................................................67
SECTION 9.4  Effect of Supplemental Indenture......................................................67
SECTION 9.5  Conformity with Trust Indenture Act...................................................68
SECTION 9.6  Reference in Notes to Supplemental Indentures.........................................68

                                    ARTICLE X
REDEMPTION OF NOTES................................................................................69
SECTION 10.1  Redemption...........................................................................69
SECTION 10.2  Form of Redemption Notice............................................................69
SECTION 10.3  Notes Payable on Redemption Date.....................................................70
ARTICLE XI
MISCELLANEOUS......................................................................................70
SECTION 11.1  Compliance Certificates and Opinions, etc............................................70
SECTION 11.2  Form of Documents Delivered to Indenture Trustee.....................................72
SECTION 11.3  Acts of Noteholders..................................................................73
SECTION 11.4  Notices, etc., to Indenture Trustee, Issuer, Swap Counterparty and
                    Rating Agencies................................................................74
SECTION 11.5  Notices to Noteholders; Waiver.......................................................74
SECTION 11.6  Alternate Payment and Notice Provisions..............................................75
SECTION 11.7  Conflict with Trust Indenture Act....................................................75
SECTION 11.8  Effect of Headings and Table of Contents.............................................75
SECTION 11.9  Successors and Assigns...............................................................76
SECTION 11.10  Separability........................................................................76
SECTION 11.11  Benefits of Indenture...............................................................76
SECTION 11.12  Legal Holidays......................................................................76
SECTION 11.13  Governing Law.......................................................................76
SECTION 11.14  Counterparts........................................................................76
SECTION 11.15  Recording of Indenture..............................................................76
SECTION 11.16  Trust Obligation....................................................................77
SECTION 11.17  No Petition.........................................................................77
SECTION 11.18  Inspection..........................................................................77
Exhibit  A-1 - Form of Class  A-1  Note
Exhibit  A-2 - Form of  Class  A-2 Note
Exhibit  A-3 - Form of Class  A-3  Note
Exhibit  A-4 - Form of  Class  A-4 Note
Exhibit  A-5 - Form of Class A-5 Note
Exhibit B - Form of Class B Note  Exhibit
VPTN - Form of  Variable  Pay  Term  Note
Exhibit  C - Form of Note  Depository Agreement
Exhibit  D - Form  of  Investment  Letter  - VPTN -  QIBs
Exhibit  E - Form  of Investment  Letter  -- VPTN - IAIs
Exhibit  F - Form of  Rule  144A  Transferor Certificate - VPTN
Schedule A - Schedule of Receivables
Appendix A - Definitions and Usage
INDENTURE,  dated as of July 1,  2000,  (as from  time to time
amended,  supplemented or otherwise  modified and in effect,  this  "Indenture")
between  FORD CREDIT AUTO OWNER TRUST  2000-D,  a Delaware  business  trust,  as
Issuer,  and THE CHASE  MANHATTAN BANK, a New York  corporation,  as trustee (in
such capacity, the "Indenture Trustee") and not in its individual capacity.

                  Each  party  agrees as  follows  for the  benefit of the other
party and for the equal and ratable benefit of the holders of the Issuer's Class
A-1 7.008% Asset  Backed  Notes (the "Class A-1  Notes"),  Class A-2 7.06% Asset
Backed  Notes (the "Class A-2  Notes"),  Class A-3 7.15% Asset Backed Notes (the
"Class A-3 Notes"),  Class A-4 7.13% Asset Backed Notes (the "Class A-4 Notes"),
Class A-5 7.15% Asset Backed Notes (the "Class A-5 Notes" and, together with the
Class A-1  Notes,  the Class  A-2  Notes,  the Class A-3 Notes and the Class A-4
Notes,  the "Class A Notes"),  the Floating Rate Asset Backed  Variable Pay Term
Notes,  as may be  issued  from  time to  time as  further  stated  herein  (the
"VPTNs,")  and the Class B 7.40% Asset  Backed  Notes (the "Class B Notes") (the
"Class B Notes" and, together with the Class A Notes and the VPTNs, the "Notes")
and the Swap Counterparty:

                                 GRANTING CLAUSE

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

                  The foregoing Grant is made in trust to secure (a) the payment
of principal of and interest on, and any other  amounts owing in respect of, the
Notes,  equally and ratably without prejudice,  priority or distinction,  and to
secure compliance with the provisions of this Indenture, all as provided in this
Indenture and (b) payment of amounts payable to the Swap Counterparty  under the
Interest Rate Swap Agreement.
The Indenture  Trustee,  as Indenture Trustee on behalf of the
Noteholders  and the Swap  Counterparty,  acknowledges  such Grant,  accepts the
trusts under this Indenture in accordance  with the provisions of this Indenture
and agrees to perform its duties  required in this  Indenture to the best of its
ability to the end that the interests of the Noteholders  and Swap  Counterparty
may be adequately and effectively protected.

                                    ARTICLE I

                DEFINITIONS, USAGE AND INCORPORATION BY REFERENCE

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

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

                  "indenture securities" shall mean the Notes.

                  "indenture security holder" shall mean a Noteholder.

                  "indenture to be qualified" shall mean this Indenture.

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

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

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

                                   ARTICLE II

                                    THE NOTES

                  SECTION  2.1 Form of Notes.  (a) Each of the Class A-1  Notes,
the Class A-2  Notes,  the Class A-3 Notes,  the Class A-4 Notes,  the Class A-5
Notes and the Class B Notes will be issued in the form of a Book-Entry  Note and
each of the VPTNs will be issued in the form of a Definitive  Note, which Notes,
together with the Indenture Trustee's  certificates of authentication,  shall be
in  substantially  the forms set forth in Exhibit A-1, Exhibit A-2, Exhibit A-3,
Exhibit A-4, Exhibit A-5, Exhibit B and Exhibit VPTN (the "Note Exhibits"), 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 the  Note  Exhibits  are part of the  terms of this
Indenture and are incorporated herein by reference.

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

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

                  (c)  The   Indenture   Trustee   shall,   upon  Issuer  Order,
authenticate  and deliver the Notes for original  issue in the Classes,  initial
aggregate principal amounts,  interest rates, Final Scheduled Distribution Dates
and,  with  respect to the Class A Notes,  the Targeted  Scheduled  Distribution
Dates as set forth in the table below.
Targeted
                        Initial Aggregate                      Scheduled         Final Scheduled
        Class            Principal Amount    Interest     Distribution Date     Distribution Date
                                                Rate
Class A-1 Notes         $439,000,000           7.008%        January 2001           June 2002
                                                           Distribution Date    Distribution Date

VPTN                    $490,556,000          LIBOR +      N/A                      January 2005
                                               0.03%                            Distribution Date
(d) On the  Targeted  Scheduled  Distribution  Date  for  each
Subclass  of Class A Notes,  a VPTN may be issued  as set forth in this  Section
2.2(d) and Section  2(b) of the  Administration  Agreement in an amount equal to
the VPTN Issuance Amount. Upon an Issuer Order, the Issuer shall execute and the
Indenture  Trustee shall cause the VPTNs,  subject to this Section 2.2(d), to be
authenticated and delivered. Each such order shall set forth:

                  (i)      the issuance date and Spread of the VPTN;

                  (ii)     the aggregate principal amount of the VPTN to be
                           authenticated and delivered on such
                           issuance date;

                  (iii)    the VPTN Rate for such VPTN; and

                  (iv)     any other  terms or  provisions  of such  VPTN  which
                           shall not be inconsistent with the provisions of this
                           Indenture.

                  The  Indenture  Trustee  shall  not,  however,   cause  to  be
authenticated  and deliver any VPTN on a Targeted  Scheduled  Distribution  Date
unless the Issuer has:
1.       delivered to the Indenture Trustee an Officer's Certificate
certifying that the following conditions have been satisfied:

                  (A)      both before and after  giving  effect to the issuance
                           of the VPTN Term Note and to the  application of such
                           proceeds   and  any   amounts   on   deposit  in  the
                           Accumulation    Account   and   in   the    Principal
                           Distribution Account, the aggregate principal balance
                           of  the  receivables   minus  the  Yield   Supplement
                           Overcollateralization  Amount  must  be  equal  to or
                           greater than the aggregate outstanding balance of the
                           Class A  Notes,  VPTNs,  Class B  Notes  and  Class C
                           Certificates;

                  (B)      an Extended Sequential Amortization Period must not
                           have occurred;

                  (C)      the VPTN must be rated "AAA" and "Aaa" by S&P and
                           Moody's, respectively;

                  (D)      the  Interest  Rate  Swap  Agreement  must be in full
                           force and effect with a notional  amount equal to the
                           sum of the  principal  balances  of such VPTN and any
                           other outstanding VPTNs;

                  (E)      no Event of Servicing Termination shall have occurred
                           and be continuing;

                  (F)      no Event of Default shall have occurred and be
                           continuing;

                  (G)      the purchase price of the VPTN must be equal to par;
                           and

                  (H)      the  interest  rate on the VPTN must not exceed
                           one-month LIBOR plus 1.50%.

         2.       delivered  to the  Indenture  Trustee an  Opinion of  Counsel,
                  which shall also be  addressed  to the  purchaser of such VPTN
                  and the  Rating  Agencies  and  shall  be  dated  the  related
                  Targeted  Scheduled  Distribution  Date,  substantially to the
                  effect that:

                  (i)      the  Issuer  has  been  duly  formed  and is  validly
                           existing  as a  business  trust  under  the  Delaware
                           Business Trust Act, 12 Del. C. ss.3801,  et seq. (the
                           "Delaware  Act"),  and has the  power  and  authority
                           under the Trust  Agreement  and the  Delaware  Act to
                           execute,  deliver and perform its  obligations  under
                           the  Trust  Agreement,  the  Indenture,  the Sale and
                           Servicing  Agreement,  the Administration  Agreement,
                           the  Interest  Rate  Swap   Agreement,   the  Control
                           Agreement,   the  Note  Depository   Agreement,   the
                           Certificates and the Notes;

                  (ii)     the Issuer has full power and  authority to issue and
                           sell  the  VPTN to be sold to the  purchaser  on such
                           Targeted Scheduled  Distribution Date,  pursuant to a
                           VPTN  purchase  agreement,  and the  Issuer  has duly
                           authorized   such  sale  to  the   purchaser  by  all
                           necessary action;
(iii)    registration  of the VPTN under the Securities Act is
                           not required in connection with the purchase and sale
                           of the VPTN pursuant to the VPTN purchase  agreement;
                           and

                  (iv)     The  issuance  and sale of the  VPTN  has  been  duly
                           authorized  by the  Trust,  and the  VPTN,  when duly
                           executed  by  the  Trust  and  authenticated  by  the
                           Indenture  Trustee in  accordance  with the Indenture
                           and  delivered  to and  paid  for  by the  purchasers
                           thereof in  accordance  with the  Indenture,  will be
                           validly  issued and  outstanding  and entitled to the
                           benefits of the Indenture.

                  (e) The Class A-1  Notes,  Class A-2  Notes,  Class A-3 Notes,
Class  A-4  Notes,  Class  A-5 Notes  and  Class B Notes  shall be  issuable  as
Book-Entry Notes in minimum denominations of $1,000 and in integral multiples of
$1,000 in excess  thereof.  The VPTNs will be  issuable as  Definitive  Notes in
denominations  of not less than  $100,000  in initial  Principal  Balance and in
integral multiples of $1,000 in excess thereof.

                  (f) 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  Officers,  and such  certificate  upon any Note shall be  conclusive
evidence, and the only evidence,  that such Note has been duly authenticated and
delivered hereunder.

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

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

                  SECTION 2.4 Tax  Treatment.  The Issuer has entered  into this
Indenture,  and the Notes shall be issued, with the intention that, for federal,
State and local income and franchise  tax  purposes,  the Notes shall qualify as
indebtedness of the Issuer secured by the Indenture Trust Estate. The Issuer, by
entering into this Indenture,  and each Noteholder,  by its acceptance of a Note
(and  each  Note  Owner  by its  acceptance  of an  interest  in the  applicable
Book-Entry Note),  agree to treat the Notes for federal,  State and local income
and franchise tax purposes as indebtedness of the Issuer.
SECTION  2.5   Registration   of  Transfer   and  Exchange  of
Securities.  (a) The  Issuer  shall  cause  to be  kept a  register  (the  "Note
Register") in which, subject to such reasonable regulations as it may prescribe,
the Issuer shall provide for the  registration of Notes and the  registration of
transfers  of  Notes.  The  Indenture  Trustee  initially  shall  be  the  "Note
Registrar" for the purpose of registering Notes and transfers of Notes as herein
provided. Upon any resignation of any Note Registrar,  the Issuer shall promptly
appoint a successor or, if it elects not to make such an appointment, assume the
duties of Note  Registrar.  If a Person  other  than the  Indenture  Trustee  is
appointed  by the  Issuer  as Note  Registrar,  (i) the  Issuer  shall  give the
Indenture  Trustee  prompt  written  notice  of the  appointment  of  such  Note
Registrar  and of the  location,  and any  change in the  location,  of the Note
Register,  (ii) the  Indenture  Trustee shall have the right to inspect the Note
Register at all  reasonable  times and to obtain copies  thereof,  and (iii) the
Indenture  Trustee shall have the right to rely upon a  certificate  executed on
behalf of the Note Registrar by an Executive Officer thereof as to the names and
addresses of the Noteholders and the principal amounts and number of such Notes.

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

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

                  (d) 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.

                  (e) 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.
(f) 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 an  exchange  pursuant  to  Section  2.3 or  Section  9.6 not
involving any transfer.

                  (g)   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.

                  (h) All Notes  surrendered  for transfer and exchange shall be
physically canceled by the Note Registrar,  and the Note Registrar shall dispose
of such canceled Notes in accordance with its customary procedures.

                  (i) With respect to the  registration of transfer and exchange
of any  VPTN,  each VPTN  shall  bear a legend to the  following  effect  unless
determined  otherwise by the Issuer (as certified to the Indenture Trustee in an
Officers Certificate) and the Indenture Trustee consistent with applicable law:

                  "THIS  VARIABLE  PAY  TERM  NOTE  HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"),
OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW OF ANY STATE OF THE UNITED STATES.
THE HOLDER HEREOF,  BY PURCHASING THIS VARIABLE PAY TERM NOTE,  AGREES THAT THIS
VARIABLE  PAY  TERM  NOTE  MAY  BE  REOFFERED,   RESOLD,  PLEDGED  OR  OTHERWISE
TRANSFERRED  ONLY IN COMPLIANCE  WITH THE  SECURITIES  ACT AND OTHER  APPLICABLE
LAWS,  AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")
TO A PERSON THAT THE HOLDER  REASONABLY  BELIEVES  IS A QUALIFIED  INSTITUTIONAL
BUYER, WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QIB,  WHOM THE HOLDER HAS INFORMED,  IN EACH CASE,  THAT
THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION  PROVIDED BY RULE 144 UNDER
THE  SECURITIES  ACT (IF  AVAILABLE),  SUBJECT TO THE  RECEIPT BY THE  INDENTURE
TRUSTEE AND THE VARIABLE PAY TERM NOTE REGISTRAR OF SUCH EVIDENCE  ACCEPTABLE TO
THE  INDENTURE  TRUSTEE  THAT SUCH  REOFFER,  RESALE,  PLEDGE OR  TRANSFER IS IN
COMPLIANCE  WITH  THE  SECURITIES  ACT  AND  OTHER  APPLICABLE  LAWS,  (3) TO AN
INSTITUTIONAL   "ACCREDITED   INVESTOR"  WITHIN  THE  MEANING  THEREOF  IN  RULE
501(a)(1),  (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT PURSUANT TO
ANY OTHER  EXEMPTION FROM THE  REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT TO THE RECEIPT BY THE  INDENTURE  TRUSTEE AND THE VARIABLE PAY TERM NOTE
REGISTRAR OF SUCH OTHER EVIDENCE  ACCEPTABLE TO THE INDENTURE  TRUSTEE THAT SUCH
REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE  LAWS, OR (4) TO THE SELLER OR ITS AFFILIATES,  IN EACH CASE IN
ACCORDANCE  WITH  ALL  APPLICABLE  SECURITIES  LAWS  OF THE  UNITED  STATES  AND
SECURITIES AND BLUE SKY LAWS OF THE STATES OF THE UNITED STATES."

                  As a condition to the  registration of any Transfer of a VPTN,
the  prospective  transferee  of such a VPTN shall be required to  represent  in
writing  to the  Indenture  Trustee,  the  Note  Registrar  and the  Issuer  the
following,  unless  determined  otherwise  by the  Issuer (as  certified  to the
Indenture Trustee in an Officers Certificate):

                           (i) It understands that no subsequent Transfer of the
                  VPTN is permitted unless it causes its proposed  transferee to
                  provide  to  the  Issuer  and  the  Note  Registrar  a  letter
                  substantially  in the form of  Exhibit  D or  Exhibit E hereof
                  (with such changes  therein as may be approved by the Issuer),
                  as applicable,  or such other written  statement as the Issuer
                  shall prescribe.

                           (ii) It  understands  that any purported  Transfer of
                  any VPTN (or any interest  therein) in contravention of any of
                  the restrictions and conditions contained in this Section will
                  be a Void  Transfer,  and the  purported  transferee in a Void
                  Transfer  will not be  recognized  by the  Issuer or any other
                  person as a VPTN Noteholder for any purpose.
(j) With respect to registration of transfer and exchange,  by
acceptance of any VPTN, the VPTN Noteholder thereof specifically agrees with and
represents to the Issuer and the Note  Registrar,  that no Transfer of such VPTN
shall be made unless the registration requirements of the Securities Act and any
applicable  State  securities laws are complied with, or such Transfer is exempt
from the registration requirements under the Securities Act because the Transfer
satisfies one of the following:

                           (i) such  Transfer  is in  compliance  with Rule 144A
                  under the Securities  Act ("Rule  144A"),  to a transferee who
                  the   transferor    reasonably   believes   is   a   Qualified
                  Institutional  Buyer that is purchasing for its own account or
                  for the account of a Qualified Institutional Buyer and to whom
                  notice is given that such  Transfer  is being made in reliance
                  upon Rule 144A under the Securities Act and (x) the transferor
                  executes and delivers to the Issuer and the Note Registrar,  a
                  Rule 144A  transferor  certificate  substantially  in the form
                  attached  as  Exhibit F and (y) the  transferee  executes  and
                  delivers to the Issuer and the Note  Registrar  an  investment
                  letter substantially in the form attached as Exhibit D;

                           (ii)  after  the  appropriate  holding  period,  such
                  Transfer is pursuant to an exemption from  registration  under
                  the  Securities  Act provided by Rule 144 under the Securities
                  Act and the transferee, if requested by the Issuer or the Note
                  Registrar,   delivers  an  Opinion  of  Counsel  in  form  and
                  substance  satisfactory  to the Issuer and the Note Registrar;
                  or

                           (iii) such Transfer is to an institutional accredited
                  investor  as defined  in rule  501(a)(1),  (2),  (3) or (7) of
                  Regulation  D  promulgated  under  the  Securities  Act  in  a
                  transaction  exempt from the registration  requirements of the
                  Securities  Act,  such  Transfer  is in  accordance  with  any
                  applicable  securities  laws of any State of the United States
                  or any other  jurisdiction,  and such  investor  executes  and
                  delivers to the Issuer and the Note  Registrar  an  investment
                  letter substantially in the form attached as Exhibit E.

                  (k) With respect to  registrations of transfer and exchange of
any VPTN,  the Issuer shall make  available to the  prospective  transferor  and
transferee  of a VPTN  information  requested  to satisfy  the  requirements  of
paragraph  (d) (4) of Rule 144A (the  "Rule  144A  Information").  The Rule 144A
Information  shall  include any or all of the following  items  requested by the
prospective transferee:

                           (i)  the private placement memorandum, if any,
                  relating to the VPTN, and any amendments or supplements
                  thereto;

                           (ii) each  statement  delivered  to VPTN  Noteholders
                  pursuant to Section 8.2(d) on each Distribution Date preceding
                  such request; and

                           (iii)  such  other   information   as  is  reasonably
                  available  to the  Indenture  Trustee in order to comply  with
                  requests  for  information  pursuant  to Rule  144A  under the
                  Securities Act.

                  None  of the  Issuer,  the  Note  Registrar  or the  Indenture
Trustee is under an obligation to register any VPTN under the  Securities Act or
any other securities law.

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

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

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

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

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

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

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

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

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

                  SECTION 2.11 Book-Entry  Notes. The Class A-1 Notes, the Class
A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes and the
Class  B  Notes,  upon  original  issuance,  shall  be  issued  in the  form  of
typewritten  Notes  representing  the Book-Entry  Notes,  to be delivered to The
Depository Trust Company,  the initial Clearing Agency, by, or on behalf of, the
Issuer. The Book-Entry Notes shall be registered  initially on the Note Register
in the name of Cede & Co., the nominee of the initial  Clearing  Agency,  and no
Note  Owner  thereof  shall  receive  a  Definitive   Note  (as  defined  below)
representing  such Note  Owner's  interest  in such Note,  except as provided in
Section  2.13.  Unless  and  until  definitive,   fully  registered  Notes  (the
"Definitive  Notes")  have been issued to such Note  Owners  pursuant to Section
2.13:

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

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

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

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

                           (v)  whenever  this  Indenture  requires  or  permits
                  actions to be taken based upon  instructions  or directions of
                  Noteholders of Notes evidencing a specified  percentage of the
                  Note Balance of the Notes  Outstanding  (or any Class thereof,
                  including  the  Controlling  Note Class) the  Clearing  Agency
                  shall be  deemed  to  represent  such  percentage  only to the
                  extent that it has received  instructions  to such effect from
                  Note Owners  and/or  Clearing  Agency  Participants  owning or
                  representing,  respectively,  such required  percentage of the
                  beneficial   interest  of  the  Notes  Outstanding  (or  Class
                  thereof,   including  the  Controlling  Note  Class)  and  has
                  delivered such instructions to the Indenture Trustee.
SECTION 2.12 Notices to Clearing Agency.  Whenever a notice or
other  communication  to the  Noteholders of Book-Entry  Notes is required under
this Indenture,  unless and until Definitive Notes shall have been issued to the
Note Owners pursuant to Section 2.13, the Indenture  Trustee shall give all such
notices  and  communications  specified  herein  to be given to  Noteholders  of
Book-Entry  Notes to the Clearing  Agency,  and shall have no obligation to such
Note Owners.

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

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

                  (b) Any corporation into which any Authenticating Agent may be
merged or converted  or with which it may be  consolidated,  or any  corporation
resulting   from  any  merger,   consolidation   or   conversion  to  which  any
Authenticating  Agent shall be a party, or any corporation  succeeding to all or
substantially all of the corporate trust business of any  Authenticating  Agent,
shall be the  successor  of such  Authenticating  Agent  hereunder,  without the
execution or filing of any further act on the part of the parties hereto or such
Authenticating Agent or such successor corporation.
(c) Any Authenticating  Agent may at any time resign by giving
written notice of  resignation  to the Indenture  Trustee and the Owner Trustee.
The Indenture Trustee may at any time terminate the agency of any Authenticating
Agent by giving written notice of termination to such  Authenticating  Agent and
the Owner  Trustee.  Upon  receiving  such notice of  resignation or upon such a
termination,  the Indenture Trustee may appoint a successor Authenticating Agent
and shall give written notice of any such appointment to the Owner Trustee.

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

                                   ARTICLE III

                                    COVENANTS

                  SECTION  3.1 Payment of  Principal  and  Interest.  The Issuer
shall duly and  punctually  pay the  principal of and  interest,  if any, on the
Notes in  accordance  with the terms of the Notes  and this  Indenture.  Amounts
properly  withheld under the Code by any Person from a payment to any Noteholder
of interest  and/or  principal  shall be  considered  as having been paid by the
Issuer to such Noteholder for all purposes of this Indenture.

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

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

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

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

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

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

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

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

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

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

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

                  SECTION 3.5 Protection of Indenture  Trust Estate.  The Issuer
shall from time to time execute and deliver all such  supplements and amendments
hereto and all such financing statements,  continuation statements,  instruments
of further  assurance  and other  instruments,  and shall take such other action
necessary or advisable to:
(i)  maintain  or  preserve  the  lien  and  security
                  interest (and the priority thereof) of this Indenture or carry
                  out more effectively the purposes hereof;

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

                           (iii)  enforce any of the Collateral; or

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

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

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

                  (b) On or before April 30 in each calendar year,  beginning in
2001,  the Issuer shall furnish to the  Indenture  Trustee an Opinion of Counsel
either stating that, in the opinion of such counsel,  such action has been taken
with  respect  to the  recording,  filing,  re-recording  and  refiling  of this
Indenture,  any indentures supplemental hereto and any other requisite documents
and with respect to the  execution and filing of any  financing  statements  and
continuation  statements  and any other action that may be required by law as is
necessary to maintain the lien and security  interest  created by this Indenture
and  reciting  the details of such action or stating that in the opinion of such
counsel no such action is necessary to maintain such lien and security interest.
Such Opinion of Counsel shall also describe the recording,  filing, re-recording
and refiling of this Indenture, any indentures supplemental hereto and any other
requisite documents and the execution and filing of any financing statements and
continuation  statements that shall, in the opinion of such counsel, be required
to maintain the lien and security  interest of this Indenture  until April 30 in
the following calendar year.
SECTION  3.7   Performance   of   Obligations;   Servicing  of
Receivables.  (a) The  Issuer  shall not take any  action and shall use its best
efforts  not to permit any action to be taken by others  that would  release any
Person from any of such Person's  material  covenants or  obligations  under any
instrument  or agreement  included in the  Indenture  Trust Estate or that would
result in the amendment, hypothecation,  subordination, termination or discharge
of,  or  impair  the  validity  or  effectiveness  of,  any such  instrument  or
agreement,  except as expressly  provided in this  Indenture and the other Basic
Documents.

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

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

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

                  (e) As  promptly  as  possible  after the  giving of notice of
termination  to the  Servicer of the  Servicer's  rights and powers  pursuant to
Section 7.1 of the Sale and Servicing Agreement or the Servicer's resignation in
accordance with the terms of the Sale and Servicing Agreement,  the Issuer shall
appoint a Successor  Servicer meeting the requirements of the Sale and Servicing
Agreement, and such Successor Servicer shall accept its appointment by a written
assumption in a form  acceptable to the Indenture  Trustee.  In the event that a
Successor  Servicer has not been appointed at the time when the Servicer  ceases
to  act  as  Servicer,  the  Indenture  Trustee  without  further  action  shall
automatically  be appointed the  Successor  Servicer.  If the Indenture  Trustee
shall be  legally  unable  to act as  Successor  Servicer,  it may  appoint,  or
petition a court of competent jurisdiction to appoint, a Successor Servicer. The
Indenture  Trustee may resign as the Servicer by giving  written  notice of such
resignation  to the Issuer and in such event shall be released  from such duties
and obligations,  such release not to be effective until the date a new servicer
enters  into a  servicing  agreement  with the Issuer as  provided  below.  Upon
delivery  of any such  notice  to the  Issuer,  the  Issuer  shall  obtain a new
servicer as the Successor Servicer under the Sale and Servicing  Agreement.  Any
Successor   Servicer  (other  than  the  Indenture  Trustee)  shall  (i)  be  an
established  institution  having a net worth of not less than  $100,000,000  and
whose regular business shall include the servicing of automotive receivables and
(ii) enter into a servicing  agreement with the Issuer having  substantially the
same provisions as the provisions of the Sale and Servicing Agreement applicable
to the  Servicer.  If,  within thirty (30) days after the delivery of the notice
referred to above,  the Issuer shall not have obtained such a new servicer,  the
Indenture Trustee may appoint, or may petition a court of competent jurisdiction
to appoint, a Successor Servicer.  In connection with any such appointment,  the
Indenture  Trustee  may make  such  arrangements  for the  compensation  of such
successor as it and such successor  shall agree,  subject to the limitations set
forth below and in the Sale and Servicing  Agreement,  and, in  accordance  with
Section 7.2 of the Sale and Servicing Agreement,  the Issuer shall enter into an
agreement  with  such  successor  for the  servicing  of the  Receivables  (such
agreement to be in form and substance satisfactory to the Indenture Trustee). If
the Indenture  Trustee shall succeed to the Servicer's duties as servicer of the
Receivables as provided  herein,  it shall do so in its individual  capacity and
not in its capacity as Indenture  Trustee and,  accordingly,  the  provisions of
Article VI hereof shall be inapplicable  to the Indenture  Trustee in its duties
as the successor to the Servicer and the servicing of the  Receivables.  In case
the Indenture  Trustee shall become successor to the Servicer under the Sale and
Servicing  Agreement,  the  Indenture  Trustee  shall be  entitled to appoint as
Servicer any one of its Affiliates;  provided that the Indenture Trustee, in its
capacity as the Servicer, shall be fully liable for the actions and omissions of
such Affiliate in such capacity as Successor Servicer.
(f) Upon any  termination of the Servicer's  rights and powers
pursuant to the Sale and Servicing  Agreement,  the Issuer shall promptly notify
the  Indenture  Trustee.  As soon as a Successor  Servicer is  appointed  by the
Issuer,  the Issuer  shall  notify the  Indenture  Trustee of such  appointment,
specifying in such notice the name and address of such Successor Servicer.

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

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

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

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

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

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

                  SECTION  3.9 Annual  Statement  as to  Compliance.  The Issuer
shall  deliver to the  Indenture  Trustee  within 120 days after the end of each
calendar year, an Officer's  Certificate  stating,  as to the Authorized Officer
signing such Officer's Certificate, that:
(i) a review of the  activities  of the Issuer during
                  such year and of its performance under this Indenture has been
                  made under such Authorized Officer's supervision; and

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  SECTION 3.14  Servicer's  Obligations.  The Issuer shall cause
the Servicer to comply with the Sale and Servicing Agreement, including Sections
3.9, 3.10, 3.11, 3.12, 3.13 and 4.10 and Article VI thereof.
SECTION   3.15   Guarantees,   Loans,   Advances   and   Other
Liabilities.  Except as  contemplated  by this  Indenture  and the  other  Basic
Documents,  the  Issuer  shall not make any loan or  advance  or  credit  to, or
guarantee  (directly  or  indirectly  or by an  instrument  having the effect of
assuring  another's payment or performance on any obligation or capability of so
doing or otherwise),  endorse or otherwise become contingently liable,  directly
or indirectly,  in connection with the  obligations,  stocks or dividends of, or
own, purchase, repurchase or acquire (or agree contingently to do so) any stock,
obligations,  assets or  securities  of, or any other  interest  in, or make any
capital contribution to, any other Person.

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

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

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

                  SECTION 3.19 Calculation Agent. (a) The Issuer agrees that for
so long as any of the VPTNs are Outstanding there shall at all times be an agent
appointed  to  calculate   LIBOR  in  respect  of  each  Interest   Period  (the
"Calculation  Agent").  The Issuer has initially  appointed The Chase  Manhattan
Bank as Calculation  Agent for purposes of  determining  LIBOR for each Interest
Period.  The Calculation  Agent may be removed by the Issuer at any time. If the
Calculation  Agent is unable or  unwilling  to act as such or is  removed by the
Issuer,  the Issuer shall promptly appoint as a replacement  Calculation Agent a
leading  bank which is engaged in  transactions  in  Eurodollar  deposits in the
international  Eurodollar market and which does not control or is not controlled
by or under common control with the Issuer or its  Affiliates.  The  Calculation
Agent may not resign its duties without a successor having been duly appointed.

                  (b) The Calculation  Agent shall be required to agree that, as
soon as possible  after  11:00 a.m.  (London  time) on each LIBOR  Determination
Date,  but in no event later than 11:00 a.m.  (London  time) on the Business Day
immediately following each LIBOR Determination Date, the Calculation Agent shall
calculate  the interest rate for each VPTN for the related  Interest  Period and
the amount of interest  payable  (rounded to the nearest cent,  with half a cent
being rounded upwards) on the related  Distribution  Date, and shall communicate
such rates and amounts to the  Administrator,  the  Indenture  Trustee,  and the
Servicer.  The Calculation Agent shall also specify to the Administrator and the
Indenture  Trustee the quotations upon which the interest rates and in any event
the Calculation Agent shall notify the Indenture Trustee and the Servicer before
5:00 p.m. (London time) on each LIBOR Determination Date that either: (i) it has
determined or is in the process of determining  the interest rates for the VPTNs
and the amount of interest due on such Notes,  or (ii) it has not determined and
is not in the process of  determining  the interest  rates for the VPTNs and the
amount of interest due on such Notes,  together with its reasons  therefor.  The
determination  of the  interest  rates and interest  amounts by the  Calculation
Agent  shall (in the absence of  manifest  error) be final and binding  upon all
parties.
SECTION  3.20  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  3.21  Removal  of  Administrator.  For so long as any
Notes are  Outstanding,  the Issuer shall not remove the  Administrator  without
cause unless the Rating Agency Condition shall have been satisfied in connection
therewith.

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

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

                  (A)  either

                           (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  without  reinvestment  to pay  and  discharge  the
                  entire indebtedness on such Notes not theretofore delivered to
                  the  Indenture  Trustee  for  cancellation  when  due  to  the
                  applicable  Final  Scheduled  Distribution  Date or Redemption
                  Date (if Notes shall have been called for redemption  pursuant
                  to  Section  10.1),  as the case may be,  and all fees due and
                  payable to the Indenture Trustee;

                  (B) the  Issuer  has paid or caused to be paid all other  sums
                  payable hereunder,  under the Interest Rate Swap Agreement and
                  under any of the other Basic Documents by the Issuer;
(C) the  Issuer  has  delivered  to the  Indenture  Trustee an
                  Officer's Certificate,  an Opinion of Counsel and (if required
                  by  the  TIA  or  the   Indenture   Trustee)  an   Independent
                  Certificate from a firm of certified public accountants,  each
                  meeting the applicable  requirements  of Section  11.1(a) and,
                  subject to Section  11.2,  each  stating  that all  conditions
                  precedent herein provided for relating to the satisfaction and
                  discharge of this Indenture have been complied with; and

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

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

                  SECTION 4.2 Satisfaction, Discharge and Defeasance of Notes.

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

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

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

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

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

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

                           (v) the Issuer has delivered to the Indenture Trustee
                  an  Officer's  Certificate  and an  Opinion of  Counsel,  each
                  stating  that  all  conditions   precedent   relating  to  the
                  defeasance contemplated by this Section 4.2 have been complied
                  with.
SECTION 4.3 Application of Trust Money.  All monies  deposited
with the  Indenture  Trustee  pursuant to Sections  4.1 and 4.2 shall be held in
trust and applied by it, in accordance with the provisions of the Notes and this
Indenture,  to the payment, either directly or through any Note Paying Agent, as
the Indenture Trustee may determine,  to the Noteholders of the particular Notes
for the payment or redemption of which such monies have been  deposited with the
Indenture  Trustee,  of all sums due and to become due thereon for principal and
interest,  and for payment to the Swap  Counterparty of all sums, if any, due or
to  become  due to the Swap  Counterparty  under  and in  accordance  with  this
Indenture; but such monies need not be segregated from other funds except to the
extent  required  herein or in the Sale and  Servicing  Agreement or required by
law.

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

                                    ARTICLE V

                                    REMEDIES

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

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

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

                           (iii) default in the observance or performance of any
                  material  covenant  or  agreement  of the Issuer  made in this
                  Indenture  (other than a covenant or  agreement,  a default in
                  the  observance or  performance  of which is elsewhere in this
                  Section 5.1 specifically dealt with), or any representation or
                  warranty  of the  Issuer  made  in  this  Indenture  or in any
                  certificate or other writing  delivered  pursuant hereto or in
                  connection  herewith  proving  to have been  incorrect  in any
                  material  respect as of the time when the same shall have been
                  made, and such default shall continue or not be cured,  or the
                  circumstance   or   condition   in   respect   of  which  such
                  misrepresentation  or warranty  was  incorrect  shall not have
                  been eliminated or otherwise cured, for a period of sixty (60)
                  days or in the case of a materially  incorrect  representation
                  and  warranty  thirty  (30) days,  after there shall have been
                  given,  by registered or certified  mail, to the Issuer by the
                  Indenture  Trustee or to the Issuer and the Indenture  Trustee
                  by the  Noteholders  of Notes  evidencing not less than 25% of
                  the Note  Balance of the  Controlling  Note  Class,  a written
                  notice specifying such default or incorrect  representation or
                  warranty and requiring it to be remedied and stating that such
                  notice is a "Notice of Default" hereunder; or
(iv) the  filing of a decree or order for relief by a
                  court  having  jurisdiction  in the premises in respect of the
                  Issuer or any  substantial  part of the Indenture Trust Estate
                  in an involuntary  case under any applicable  federal or State
                  bankruptcy,  insolvency  or other similar law now or hereafter
                  in effect,  or  appointing a receiver,  liquidator,  assignee,
                  custodian,  trustee,  sequestrator or similar  official of the
                  Issuer  or for any  substantial  part of the  Indenture  Trust
                  Estate,  or ordering  the  winding-up  or  liquidation  of the
                  Issuer's  affairs,  and  such  decree  or order  shall  remain
                  unstayed and in effect for a period of sixty (60)  consecutive
                  days; or

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

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

                  SECTION  5.2   Acceleration   of  Maturity;   Rescission   and
Annulment.  (a) If an Event of Default should occur and be continuing,  then and
in every such case the Indenture  Trustee or the Noteholders of Notes evidencing
not less than a majority of the principal  amount 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 Note Balance 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 other amounts payable hereunder,
shall automatically  become due and payable without any declaration or other act
on the part of the  Indenture  Trustee or any  Noteholder.  In the event of such
declaration or automatic  acceleration,  the Indenture Trustee shall give prompt
written notice to the Swap Counterparty.

                  (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 and pursuant to the Interest Rate
                  Swap  Agreement  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.

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

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

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

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

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

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

                  (iii) to collect  and  receive  any  monies or other  property
         payable  or  deliverable  on any  such  claims  and to pay all  amounts
         received  with  respect  to the  claims  of the  Noteholders,  the Swap
         Counterparty and of the Indenture Trustee on their behalf; and
(iv)  to file  such  proofs  of  claim  and  other  papers  or
         documents  as may be necessary or advisable in order to have the claims
         of the Indenture  Trustee,  the Swap  Counterparty  or the  Noteholders
         allowed  in  any  judicial  proceedings  relative  to the  Issuer,  its
         creditors and its property;

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

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

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

                  (g) In any Proceedings  brought by the Indenture  Trustee (and
also any  Proceedings  involving  the  interpretation  of any  provision of this
Indenture  to which  the  Indenture  Trustee  shall be a party),  the  Indenture
Trustee  shall  be  held  to  represent  all  the   Noteholders   and  the  Swap
Counterparty,  and it shall not be necessary to make any  Noteholder or the Swap
Counterparty 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) [Reserved]; or

                  (C) 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_% of the
                                        Note  Balance  of the  Controlling  Note
                                        Class; or

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

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

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

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

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

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

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

                           (iii)  third,  to  the  Swap  Counterparty,  the  net
                  amount,  if any, then due to the Swap  Counterparty  under the
                  Interest   Rate  Swap   Agreement   (exclusive   of  any  Swap
                  Termination Payments);
(iv) fourth,  with the same priority and ratably,  in
                  accordance with the outstanding principal balance of the Class
                  A Notes,  the outstanding  principal  balance of the VPTNs and
                  the amount of any Swap Termination  Payment due and payable by
                  the  Issuer  to the  Swap  Counterparty  (1) to  the  Class  A
                  Noteholders,  the Accrued  Class A Note  Interest,  (2) to the
                  VPTN  Noteholders,  the Accrued  VPTN  Interest and (3) to the
                  Swap  Counterparty,  any Swap Termination  Payment;  provided,
                  that,  if any amounts  allocable to the Class A Notes or VPTNs
                  are not needed to pay interest due on such Notes, such amounts
                  shall  be  applied  to pay the  portion,  if any,  of any Swap
                  Termination Payment remaining unpaid; provided,  further, that
                  if there are not sufficient  funds available to pay the entire
                  amount of the Accrued Class A Note  Interest,  payments  among
                  the  Class A Notes  will be made pro rata and if there are not
                  sufficient  funds  available  to pay the entire  amount of the
                  Accrued VPTN  Interest,  payments among the VPTNs will be made
                  pro rata;

                           (v)  fifth,   (1)  to  the  holders  of  all  of  the
                  outstanding Subclasses of Class A Notes the Class A Percentage
                  of all amounts  remaining  until the  principal  amount of all
                  such outstanding Subclasses of Class A Notes have been paid in
                  full, in the following order of priority:

                                  (a) 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;

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

                                  (c) 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;

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

                                  (e) to  Noteholders of the Class A-5 Notes for
                           amounts  due and  unpaid  on the  Class A-5 Notes for
                           principal, ratably, without preference or priority of
                           any kind, according to the amounts due and payable on
                           the  Class  A-5  Notes  for   principal,   until  the
                           principal  amount of the Outstanding  Class A-5 Notes
                           is reduced to zero;
(2) to the  holders  of the VPTNs,  if any,  the VPTN
                  Percentage of all amounts  remaining,  sequentially  beginning
                  with the earliest  issued VPTN,  until all  outstanding  VPTNs
                  have been paid in full;

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

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

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

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

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

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

                  SECTION 5.5 Optional  Preservation of the Receivables.  If the
Notes have been  declared to be due and payable  under  Section 5.2 following an
Event  of  Default,  and such  declaration  and its  consequences  have not been
rescinded  and  annulled,  the  Indenture  Trustee may,  but need not,  elect to
maintain possession of the Indenture Trust Estate and apply proceeds as if there
had been no  declaration  of  acceleration;  provided,  however,  that  funds on
deposit in the Collection  Account at the time the Indenture  Trustee makes such
election  or  deposited  therein  during  the  Collection  Period in which  such
election is made (including  funds, if any,  deposited  therein from the Reserve
Account  and the  Payahead  Account)  shall be applied in  accordance  with such
declaration  of  acceleration  in the manner  specified in Section 4.7(c) of the
Sale and  Servicing  Agreement.  It is the desire of the parties  hereto and the
Noteholders  that  there be at all times  sufficient  funds for the  payment  of
principal  of and  interest  on the  Notes  and any  amounts  owing  to the Swap
Counterparty and the Indenture  Trustee shall take such desire into account when
determining whether or not to maintain possession of the Indenture Trust Estate.
In determining whether to maintain possession of the Indenture Trust Estate, the
Indenture  Trustee  may,  but need not,  obtain  and rely upon an  opinion of an
Independent  investment banking or accounting firm of national  reputation as to
the  feasibility  of  such  proposed  action  and as to the  sufficiency  of the
Indenture Trust Estate for such purpose.
SECTION 5.6 Limitation of Suits. No Noteholder  shall have any
right to institute any Proceeding,  judicial or otherwise,  with respect to this
Indenture  or for the  appointment  of a receiver or  trustee,  or for any other
remedy hereunder, unless:

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

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

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

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

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

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

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

                  SECTION 5.7  Unconditional  Rights of  Noteholders  To Receive
Principal and Interest.  Notwithstanding any other provisions in this Indenture,
any Noteholder  shall have the right,  which is absolute and  unconditional,  to
receive  payment of the  principal  of and  interest,  if any, on its Note on or
after  the  respective  due  dates  thereof  expressed  in such  Note or in this
Indenture (or, in the case of redemption,  on or after the Redemption  Date) and
to institute suit for the enforcement of any such payment,  and such right shall
not be impaired without the consent of such Noteholder.
SECTION  5.8  Restoration  of  Rights  and  Remedies.  If  the
Indenture Trustee or any Noteholder has instituted any Proceeding to enforce any
right or remedy under this Indenture and such  Proceeding has been  discontinued
or abandoned  for any reason or has been  determined  adversely to the Indenture
Trustee  or to such  Noteholder,  then and in every  such case the  Issuer,  the
Indenture  Trustee and the Noteholders  shall,  subject to any  determination in
such  Proceeding,  be  restored  severally  and  respectively  to  their  former
positions  hereunder,  and  thereafter  all rights and remedies of the Indenture
Trustee and the Noteholders shall continue as though no such Proceeding had been
instituted.

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

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

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

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

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

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

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

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

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

                  Upon any such waiver, such Default shall cease to exist and be
deemed to have been  cured and not to have  occurred,  and any Event of  Default
arising  therefrom  shall be deemed to have been cured and not to have occurred,
for every  purpose of this  Indenture;  but no such waiver  shall  extend to any
subsequent or other  Default or Event of Default or impair any right  consequent
thereto.
SECTION  5.13  Undertaking  for  Costs.  All  parties  to this
Indenture agree,  and each Noteholder by such  Noteholder's  acceptance  thereof
shall be deemed to have agreed, that any court may in its discretion require, in
any suit for the enforcement of any right or remedy under this Indenture,  or in
any suit against the Indenture Trustee for any action taken, suffered or omitted
by it as Indenture Trustee,  the filing by any party litigant in such suit of an
undertaking  to pay the  costs of such  suit,  and that  such  court  may in its
discretion  assess  reasonable  costs,  including  reasonable  attorneys'  fees,
against  any party  litigant  in such suit,  having due regard to the merits and
good  faith of the  claims or  defenses  made by such  party  litigant;  but the
provisions  of this Section 5.13 shall not apply to (a) any suit  instituted  by
the Indenture  Trustee,  (b) any suit  instituted by any  Noteholder or group of
Noteholders,  in  each  case  holding  in the  aggregate  more  than  10% of the
principal  amount of the Notes  Outstanding (or in the case of a right or remedy
under this Indenture  which is instituted by the  Controlling  Note Class,  more
than  10% of the  Controlling  Note  Class)  or (c) any suit  instituted  by any
Noteholder for the enforcement of the payment of principal of or interest on any
Note on or after the  respective  due dates  expressed  in such Note and in this
Indenture (or, in the case of redemption, on or after the Redemption Date).

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

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

                  SECTION   5.16   Performance   and   Enforcement   of  Certain
Obligations.  (a) Promptly  following a request from the Indenture Trustee to do
so, and at the  Administrator's  expense,  the Issuer shall take all such lawful
action as the Indenture  Trustee may request to compel or secure the performance
and observance by the Seller and the Servicer,  as applicable,  of each of their
obligations  to the Issuer under or in  connection  with the Sale and  Servicing
Agreement,  or by the Seller and Ford Credit,  as  applicable,  of each of their
obligations under or in connection with the Purchase Agreement,  and to exercise
any and all rights,  remedies,  powers and privileges  lawfully available to the
Issuer under or in  connection  with the Sale and  Servicing  Agreement  and the
Purchase Agreement, as the case may be, to the extent and in the manner directed
by the Indenture  Trustee,  including the  transmission of notices of default on
the  part  of the  Seller,  the  Servicer  or  Ford  Credit  thereunder  and the
institution  of legal or  administrative  actions  or  proceedings  to compel or
secure  performance  by the Seller or the Servicer of each of their  obligations
under the Sale and  Servicing  Agreement or by the Seller or Ford Credit of each
of their  obligations  under  the  Purchase  Agreement.  In  addition,  promptly
following  a  request  from  the  Indenture   Trustee  to  do  so,  and  at  the
Administrator's  expense,  the Issuer  shall take all such lawful  action as the
Indenture Trustee may request to compel or secure the performance and observance
by Swap  Counterparty in accordance with the Interest Rate Swap Agreement and to
exercise any and all rights, remedies,  powers and privileges lawfully available
to the Issuer under or in connection  with the Interest  Rate Swap  Agreement to
the extent and in the manner  directed by the Indenture  Trustee,  including the
transmission  of notices of default  thereunder and the  institution of legal or
administrative  actions or  proceedings  to compel or secure  performance by the
Swap Counterparty of its obligations under the Interest Rate Swap Agreement.
(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_% 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.  In  addition,  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_% of the  principal
amount of the  Controlling  Note Class  shall,  exercise  all rights,  remedies,
powers,  privileges  and  claims of the  Issuer  against  the Swap  Counterparty
including the right or power to take any action to compel or secure  performance
or observance by the Swap  Counterparty  of its  obligations to the Issuer under
Interest  Rate  Swap  Agreement  and  to  give  any  consent,  request,  notice,
direction, approval, extension, or waiver under the Interest Rate Swap Agreement
and any right of the Issuer to take such action shall be suspended.

                                   ARTICLE VI

                              THE INDENTURE TRUSTEE

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

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

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

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

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

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

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

                           (iii) the Indenture  Trustee shall not be liable with
                  respect  to any action it takes or omits to take in good faith
                  in  accordance  with a  direction  received  by it pursuant to
                  Section 5.11.
(d) The Indenture  Trustee shall not be liable for interest on
any money  received by it except as the  Indenture  Trustee may agree in writing
with the Issuer.

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

                  (f) No provision of this Indenture shall require the Indenture
Trustee to expend or risk its own funds or otherwise incur  financial  liability
in the  performance of any of its duties  hereunder or in the exercise of any of
its  rights or  powers,  if it shall have  reasonable  grounds  to believe  that
repayment of such funds or adequate  indemnity 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 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 such Indenture  Trustee in accordance  with the
provisions of this Indenture.

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

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

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

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

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

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

                  (g) Any request or  direction of the Issuer  mentioned  herein
shall be sufficiently evidenced by an Issuer Request.
SECTION  6.3  Individual  Rights  of  Indenture  Trustee.  The
Indenture Trustee, in its individual or any other capacity, may become the owner
or pledgee  of Notes and may  otherwise  deal with the Issuer or its  Affiliates
with the same rights it would have if it were not  Indenture  Trustee.  Any Note
Paying Agent,  Note Registrar,  co-registrar or co-paying agent hereunder may do
the same with like rights.

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

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

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

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

                  (b) The Issuer's payment  obligations to the Indenture Trustee
pursuant to this  Section 6.7 shall  survive the  resignation  or removal of the
Indenture  Trustee  and the  discharge  of this  Indenture.  When the  Indenture
Trustee incurs  expenses after the occurrence of a Default  specified in Section
5.1(iv)  or (v) with  respect  to the  Issuer,  the  expenses  are  intended  to
constitute  expenses of administration  under Title 11 of the United States Code
or any other applicable federal or State bankruptcy, insolvency or similar law.
SECTION  6.8   Replacement  of  Indenture   Trustee.   (a)  No
resignation  or  removal  of the  Indenture  Trustee,  and no  appointment  of a
successor  Indenture  Trustee,  shall become  effective  until the acceptance of
appointment by the successor  Indenture Trustee pursuant to this Section 6.8 and
payment in full of all sums due to the  Indenture  Trustee  pursuant  to Section
6.7. The  Indenture  Trustee may resign at any time by so notifying  the Issuer.
The Noteholders of Notes  evidencing not less than a majority in Note Balance of
the Controlling Note Class may remove the Indenture  Trustee without cause by so
notifying  such  Indenture  Trustee  and the Issuer and may  appoint a successor
Indenture Trustee. The Issuer shall remove the Indenture Trustee if:

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

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

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

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

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

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

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

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

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

                  (b) In  case at the  time  such  successor  or  successors  by
merger,  conversion or consolidation  to the Indenture  Trustee shall succeed to
the  trusts  created  by  this  Indenture  any  of the  Notes  shall  have  been
authenticated but not delivered, any such successor to the Indenture Trustee may
adopt the certificate of authentication of any predecessor  trustee, and deliver
such Notes so authenticated; and in case at that time any of the Notes shall not
have been authenticated, any successor to the Indenture Trustee may authenticate
such Notes either in the name of any predecessor hereunder or in the name of the
successor to the Indenture  Trustee.  In all such cases such certificates  shall
have the  full  force  which it is  provided  anywhere  in the  Notes or in this
Indenture that the certificate of the Indenture Trustee shall have.
SECTION 6.10  Appointment of Co-Indenture  Trustee or Separate
Indenture Trustee.  (a)  Notwithstanding any other provisions of this Indenture,
at  any  time,  for  the  purpose  of  meeting  any  legal  requirement  of  any
jurisdiction  in which any part of the Indenture Trust Estate may at the time be
located,  the Indenture Trustee shall have the power and may execute and deliver
an  instrument  to  appoint  one or  more  Persons  to act  as a  co-trustee  or
co-trustees, or separate trustee or separate trustees, of all or any part of the
Trust,  and to vest in such  Person or  Persons,  in such  capacity  and for the
benefit  of the  Noteholders  and  the  Swap  Counterparty,  such  title  to the
Indenture Trust Estate, or any part hereof, and, subject to the other provisions
of this Section 6.10, such powers, duties, obligations, rights and trusts as the
Indenture Trustee may consider necessary or desirable. No co-trustee or separate
trustee  hereunder  shall be  required  to meet the  terms of  eligibility  as a
successor  trustee  under  Section  6.11 and no  notice  to  Noteholders  of the
appointment  of any  co-trustee  or separate  trustee  shall be  required  under
Section 6.8.

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

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

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

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

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

                  (d)  Any  separate  trustee  or  co-trustee  may at  any  time
constitute the Indenture Trustee its agent or  attorney-in-fact  with full power
and  authority,  to the extent not prohibited by law, to do any lawful act under
or in respect of this  Agreement on its behalf and in its name.  If any separate
trustee  or  co-trustee  shall die,  become  incapable  of acting,  resign or be
removed, all of its estates, properties,  rights, remedies and trusts shall vest
in and be exercised by the Indenture  Trustee,  to the extent  permitted by law,
without the appointment of a new or successor trustee.
SECTION 6.11 Eligibility;  Disqualification. (a) The Indenture
Trustee shall at all times satisfy the  requirements of TIA Section 310(a).  The
Indenture  Trustee or its parent shall have a combined capital and surplus of at
least  $50,000,000  as set forth in its most recent  published  annual report of
condition and shall have a long-term debt rating of investment  grade by each of
the Rating  Agencies  or shall  otherwise  be  acceptable  to each of the Rating
Agencies. The Indenture Trustee shall comply with TIA Section 310(b);

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

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

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

                  SECTION 6.13 Interest Rate Swap Provisions. (a) The Issuer has
entered into an Interest  Rate Swap  Agreement,  in a form  satisfactory  to the
Rating  Agencies,  to hedge the floating rate interest expense on the VPTNs. The
Issuer may, from time to time, enter into one or more replacement  Interest Rate
Swap Agreements in the event that any Interest Rate Swap Agreement is terminated
prior  to  its  scheduled  expiration  pursuant  to an  Event  of  Default  or a
Termination  Event  (each  such  term  as  defined  in the  Interest  Rate  Swap
Agreement).  Swap Payments (other than any Swap Termination  Payments) will rank
senior to interest payments on the Class A Notes and VPTNs, and Swap Termination
Payments  will rank pari passu with  interest  payments on the Class A Notes and
VPTNs,  all as set forth in Section  8.2 hereof and  Section 4.7 of the Sale and
Servicing Agreement.

                  (b) The Indenture  Trustee will be  responsible  for remitting
Swap Payments and any Swap Termination Payments payable to the Swap Counterparty
and for collecting Swap Receipts and any Swap  Termination  Payments  payable to
the Issuer.

                  (c) In the event that the Swap  Counterparty  is  required  to
collateralize  any Interest Rate Swap  transaction  pursuant to the terms of the
Interest Rate Swap Agreement, the Indenture Trustee, upon written request of the
Administrator,  shall establish individual collateral accounts and will hold any
securities  deposited  therein  in trust and will  invest  any cash  amounts  in
accordance with the provisions of the Interest Rate Swap Agreement.
(d)  The  notional   amounts  under  the  Interest  Rate  Swap
Agreement  will be increased by the principal  balance of any VPTNs issued after
the Closing  Date and reduced  from time to time by amounts paid as principal on
the VPTNs  pursuant  to the  information  provided  each  month in the  Servicer
Certificate.  The Administrator shall calculate and provide written notification
to the Swap  Counterparty and to the Indenture Trustee of the notional amount of
the Interest Rate Swap as of each Distribution Date on or before the twelfth day
of the month of the related  Distribution  Date.  The  Administrator  shall also
obtain the calculation of LIBOR from the Calculation  Agent under this Agreement
and shall  calculate  the amount of all Swap  Payments,  Swap  Receipts and Swap
Termination  Payments  payable  on each  Distribution  Date,  and shall  provide
written  notification  of  such  amounts  to the  Swap  Counterparty  and to the
Indenture Trustee prior to such Distribution Date. At least five days before the
effective date of any proposed  amendment or supplement to an Interest Rate Swap
Agreement,  the  Administrator  shall provide the Rating Agencies with a copy of
such amendment or supplement.  Unless the amendment or supplement  clarifies any
term or provision, corrects any inconsistency,  cures any ambiguity, or corrects
any  typographical  error in the Interest Rate Swap  Agreement,  an amendment or
supplement  to the Interest  Rate Swap  Agreement  will be effective  only after
satisfaction of the Rating Agency Condition.

                  (e) Promptly  following the early  termination  of an Interest
Rate Swap  Agreement  due to an Event of Default or  Termination  Event (as each
such term is defined in the Interest Rate Swap  Agreement),  the Issuer will use
reasonable efforts to cause the Issuer to enter into a replacement Interest Rate
Swap Agreement.

                  (f) The Interest Rate Swap Agreement shall provide that if the
rating  of the  Swap  Counterparty  is  downgraded  below a  rating  of "Aa3" by
Moody's, "AA-" by Fitch or "AA-" by S&P or is suspended or withdrawn by any such
Rating Agency, within 30 days of such downgrade,  suspension or withdrawal,  the
Swap  Counterparty  must either (1) post collateral  acceptable to the Issuer in
amounts  sufficient  to secure  its  obligations  under the  Interest  Rate Swap
Agreement,  (ii) assign its rights and obligations  under the Interest Rate Swap
Agreement  to a  replacement  counterparty  acceptable  to the  Issuer  or (iii)
establish other arrangements  necessary, if any, in each case so that the Rating
Agencies  confirm the ratings of the Class A Notes and  Variable  Pay Term Notes
that  were  in  effect  immediately  prior  to  such  downgrade,  suspension  or
withdrawal.  If the Swap  Counterparty is required to collateralize any Interest
Rate Swap transaction,  the Administrator shall send written instructions to the
Indenture Trustee to establish  individual  collateral  accounts and to hold any
securities  deposited  therein in trust and invest any cash  amounts  therein in
accordance with the provisions of the Interest Rate Swap Agreement.

                                   ARTICLE VII

                         NOTEHOLDERS' LISTS AND REPORTS

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

                  SECTION 7.2  Preservation  of Information;  Communications  to
Noteholders.  (a) The Indenture Trustee shall preserve,  in as current a form as
is reasonably practicable,  the names and addresses of the Noteholders contained
in the most  recent  list  furnished  to the  Indenture  Trustee as  provided in
Section 7.1 and the names and addresses of Noteholders received by the Indenture
Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any
list  furnished to it as provided in such Section 7.1 upon receipt of a new list
so furnished.
(b) Noteholders may communicate pursuant to TIA Section 312(b)
with other  Noteholders  with respect to their  rights  under this  Indenture or
under the Notes.  Upon receipt by the Indenture  Trustee of any request by three
or more  Noteholders or by one or more  Noteholders of Notes evidencing not less
than 25% of the Note Balance of the Notes  Outstanding  to receive a copy of the
current  list of  Noteholders  (whether  or not  made  pursuant  to TIA  Section
312(b)),  the Indenture Trustee shall promptly notify the Administrator  thereof
by providing to the  Administrator a copy of such request and a copy of the list
of Noteholders produced in response thereto.

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

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

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

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

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

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

                  SECTION 7.4 Reports by Indenture  Trustee.  (a) If required by
TIA Section 313(a), within sixty (60) days after each May 15, beginning with May
15, 2001, the Indenture Trustee shall mail to each Noteholder as required by TIA
Section  313(c) a brief  report  dated as of such  date that  complies  with TIA
Section 313(a). The Indenture Trustee also shall comply with TIA Section 313(b).

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

                                  ARTICLE VIII

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

                  SECTION 8.1 Collection of Money. Except as otherwise expressly
provided  herein,  the Indenture  Trustee may demand payment or delivery of, and
shall receive and collect,  directly and without  intervention  or assistance of
any fiscal agent or other intermediary,  all money and other property payable to
or receivable by the Indenture  Trustee  pursuant to this Indenture and the Sale
and  Servicing  Agreement.  The  Indenture  Trustee  shall  apply all such money
received  by it as  provided  in this  Indenture  and  the  Sale  and  Servicing
Agreement.  Except as otherwise  expressly  provided in this  Indenture,  if any
default occurs in the making of any payment or  performance  under any agreement
or instrument that is part of the Indenture Trust Estate,  the Indenture Trustee
may  take  such  action  as  may be  appropriate  to  enforce  such  payment  or
performance,   including  the   institution   and   prosecution  of  appropriate
Proceedings.  Any such action shall be without prejudice to any right to claim a
Default  or Event of  Default  under  this  Indenture  and any right to  proceed
thereafter as provided in Article V.
SECTION 8.2 Trust  Accounts  and Payahead  Account.  (a) On or
prior to the Closing Date,  the Issuer shall cause the Servicer to establish and
maintain the Trust Accounts and the Payahead Account as provided in Sections 4.1
and 4.8 of the Sale and Servicing Agreement.

                  (b) On or before each  Distribution  Date,  the Servicer shall
deposit  all  Available  Collections  with  respect  to  the  Collection  Period
preceding  such  Distribution  Date in the  Collection  Account as  provided  in
Sections 4.2, 4.3, 4.4 and 4.6 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 4.6 of the
Sale and Servicing  Agreement  shall be withdrawn by the Indenture  Trustee from
the Reserve Account and deposited to the Collection Account.

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

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

                           (ii)  second, to the Swap Counterparty, the Swap
          Payment;

                           (iii) third,  with the same priority and ratably,  in
         accordance with the outstanding principal balance of the Class A Notes,
         the  outstanding  principal  balance of the VPTNs and the amount of any
         Swap  Termination  Payment  due and  payable  by the Issuer to the Swap
         Counterparty  (1) to the Class A Noteholders,  the Accrued Class A Note
         Interest,  (2) to the VPTN  Noteholders,  the Accrued VPTN Interest and
         (3) to the Swap Counterparty,  any Swap Termination Payment;  provided,
         that,  if any amounts  allocable  to the Class A Notes or VPTNs are not
         needed to pay interest due on such Notes, such amounts shall be applied
         to pay the portion,  if any, of any Swap Termination  Payment remaining
         unpaid;  provided,  further,  that if there  are not  sufficient  funds
         available  to pay  the  entire  amount  of  the  Accrued  Class  A Note
         Interest, payments among the Class A Notes will be made pro rata and if
         there are not  sufficient  funds  available to pay the entire amount of
         the Accrued VPTN  Interest,  payments  among the VPTNs will be made pro
         rata;

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

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

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

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

                           (viii)  eighth, to the Certificate Interest
         Distribution Account, the Accrued Class D  Certificate Interest.

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

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

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

                  (d) On each Distribution Date, the Indenture Trustee (based on
the information  contained in the Servicer's  Certificate delivered on or before
the related Determination Date pursuant to Section 3.9 of the Sale and Servicing
Agreement)  shall make  withdrawals  from the funds on deposit in the  Principal
Distribution  Account,  any funds on deposit in the Accumulation Account and, if
such Distribution Date is a Targeted  Scheduled  Distribution Date, any funds on
deposit in the VPTN Proceeds Account and make  distributions and payments in the
following order of priority:

         (1)  FIRST,  to the holders of the Class A Notes and VPTNs in reduction
              of principal until the principal  amounts of the outstanding Class
              A Notes and VPTNs have been paid in full, in  accordance  with the
              following:

              (A) On each Targeted Scheduled Distribution Date for a Subclass of
                  Class A Notes,

                  (i)      first,

                           (a)  from   amounts  on  deposit  in  the   Principal
                           Distribution   Account   to   the   holders   of  the
                           outstanding  VPTNs,  if any, the VPTN  Percentage  of
                           such amounts until all outstanding  VPTNs are paid in
                           full; and

                           (b)  from   amounts  on  deposit  in  the   Principal
                           Distribution  Account to the holders of the  Subclass
                           of  Class A Notes,  the  Class A  Percentage  of such
                           amounts until the principal amount of the Subclass or
                           Subclasses  of Class A Notes  which  have  reached or
                           passed their  Targeted  Scheduled  Distribution  Date
                           have been paid in full;

                  (ii)     second,  from amounts on deposit in the  Accumulation
                           Account,  if any, to the holders of such  Subclass of
                           Class  A  Notes  which  has   reached  its   Targeted
                           Scheduled Distribution Date until paid in full;

                  (iii)    third,  from amounts on deposit in the VPTN  Proceeds
                           Account to the holders of such Subclass or Subclasses
                           of Class A Notes which have  reached or passed  their
                           Targeted  Scheduled  Distribution  Date until paid in
                           full; and

                  (iv)     fourth,  from any remaining amounts on deposit in the
                           Principal  Distribution Account to the holders of the
                           VPTNs  until  paid in full,  and  then any  remaining
                           amounts will be deposited to the Accumulation Account
                           if any Class A Notes are  outstanding  which have not
                           reached   or   passed   their   Targeted    Scheduled
                           Distribution Date;
(B) On each  Distribution  Date that is not a  Targeted  Scheduled
                  Distribution  Date for a Subclass  of Class A Notes and is not
                  during a Curable Sequential Amortization Period or an Extended
                  Sequential Amortization Period,

                  (i)      first,  from  amounts  on  deposit  in the  Principal
                           Distribution   Account   to   the   holders   of  the
                           outstanding  VPTNs,  if any,  until  all  outstanding
                           VPTNs have been paid in full; and

                  (ii)     second, if any Class A Notes remain outstanding, the
                           remainder, if any, to the Accumulation Account.

              (C) On each  Distribution  Date that is not a  Targeted  Scheduled
                  Distribution  Date  for a  Subclass  of  Class A Notes  and is
                  during a Curable Sequential Amortization Period,

                  (i)      first,

                           (a)      from  amounts on  deposit  in the  Principal
                                    Distribution  Account to the  holders of the
                                    outstanding   VPTNs,   if  any,   the   VPTN
                                    Percentage   of  such   amounts   until  all
                                    outstanding VPTNs have been paid in full;

                           (b)      from  amounts on  deposit  in the  Principal
                                    Distribution  Account to the  holders of the
                                    Subclass of Class A Notes which was not paid
                                    in   full   on   its   Targeted    Scheduled
                                    Distribution Date, the Class A Percentage of
                                    such amounts until the  principal  amount of
                                    such Subclass of Class A Notes has been paid
                                    in full; and

                  (ii)     second,  from any remaining amounts on deposit in the
                           Principal Distribution Account, to the holders of the
                           VPTNs  until  paid in full,  and  then any  remaining
                           amounts will be deposited to the Accumulation Account
                           if any Class A Notes are outstanding,

         (D)  On  each  Distribution  Date  that  is  not a  Targeted  Scheduled
              Distribution Date for a Subclass of Class A Notes and is during an
              Extended Sequential Amortization Period,

                  (i)      from amounts on deposit in the Principal Distribution
                           Account  to the  holders  of  all of the  outstanding
                           Subclasses of Class A Notes the Class A Percentage of
                           all amounts on deposit in the Principal  Distribution
                           Account  until  the  principal  amount  of  all  such
                           outstanding  Subclasses  of Class A Notes  have  been
                           paid in full, in the following order of priority:

                           (a)      first,  to the  Noteholders of the Class A-1
                                    Notes in reduction  of  principal  until the
                                    principal  amount of the  Outstanding  Class
                                    A-1 Notes has been paid in full;

                           (b)      second,  to the Noteholders of the Class A-2
                                    Notes in reduction  of  principal  until the
                                    principal  amount of the  Outstanding  Class
                                    A-2 Notes has been paid in full;

                           (c)      third,  to the  Noteholders of the Class A-3
                                    Notes in reduction  of  principal  until the
                                    principal  amount of the  Outstanding  Class
                                    A-3 Notes has been paid in full;

                           (d)      fourth,  to the Noteholders of the Class A-4
                                    Notes in reduction  of  principal  until the
                                    principal  amount of the  Outstanding  Class
                                    A-4 Notes has been paid in full;

                           (e)      fifth,  to the  Noteholders of the Class A-5
                                    Notes in reduction  of  principal  until the
                                    principal  amount of the  Outstanding  Class
                                    A-5 Notes has been paid in full; and
(ii)     from amounts on deposit in the Principal Distribution
                           Account to the holders of the VPTNs, if any, the VPTN
                           Percentage  of such  amounts  until  all  outstanding
                           VPTNs have been paid in full;

         (2)  SECOND,  to the  holders  of the  Class B Notes  in  reduction  of
              principal until the principal  amount of the  outstanding  Class B
              Notes has been paid in full;

         (3)  THIRD to the Certificate Principal Distribution Account, until the
              Certificate  Balance of the Class C Certificates  has been paid in
              full;

         (4)  FOURTH, to the Certificate Principal  Distribution Account,  until
              the Certificate  Balance of the Class D Certificates has been paid
              in full; and

         (5)  FIFTH, to the seller, any funds remaining on deposit in the
              Principal Distribution Account;
              -----

provided,  in each case, that in the event there are not sufficient funds to pay
the  principal  amount of all Notes or  Certificates  within a Subclass or Class
having the same priority, principal payments shall be made to each holder within
such Subclass or Class on a pro rata basis,  and provided,  further,  all of the
Subclasses  of Class A Notes  will be paid  sequentially,  so that no  principal
payments will be made on any Subclass of Class A Notes,  until all Subclasses of
Class A Notes with a lower  numerical  designation  have been paid in full;  and
provided  further  if at any time more than one VPTN is  outstanding,  principal
will be paid to the VPTNs sequentially, with the earliest issued VPTN being paid
in full before any principal is paid to any VPTN with a later issuance date.

              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 and the
Accumulation  Account  shall be invested  by the  Qualified  Institution  or the
Qualified Trust  Institution  maintaining such account (which shall initially be
the Indenture Trustee) at the direction of the Servicer in Permitted Investments
as provided in Section 4.1 of the Sale and  Servicing  Agreement.  All income or
other gain (net of losses and investment  expenses)  from  investments of monies
deposited in the Collection  Account,  the Payahead  Account,  the  Accumulation
Account and the Reserve Account shall be withdrawn by the Indenture Trustee from
such accounts (but only under the circumstances set forth in Sections 4.6(b) and
4.8(c) in the Sale and Servicing  Agreement in the case of the Reserve  Account)
and  distributed  as provided  in Section 4.1 and 4.8 of the Sale and  Servicing
Agreement.  The Servicer shall not direct the Qualified Institution or Qualified
Trust Institution  maintaining the Collection  Account,  the Payahead Account or
the  Accumulation  Account  to make any  investment  of any funds or to sell any
investment  held in any of the  Trust  Accounts  unless  the  security  interest
Granted and  perfected  in such  account  will  continue to be perfected in such
investment  or the  proceeds of such sale,  in either  case  without any further
action by any Person,  and, in connection  with any direction by the Servicer to
make any such  investment  or sale,  if  requested by the  applicable  Qualified
Institution  or Qualified  Trust  Institution,  the Issuer shall deliver to such
Qualified  Institution  or Qualified  Trust  Institution  an Opinion of Counsel,
acceptable to such Qualified Institution or Qualified Trust Institution, to such
effect.

              (b) Subject to Section 6.1(c),  the Indenture Trustee shall not in
any way be held  liable  by  reason  of any  insufficiency  in any of the  Trust
Accounts or in the Payahead  Account  resulting  from any loss on any  Permitted
Investment  included  therein,  except for losses  attributable to the Indenture
Trustee's failure to make payments on such Permitted  Investments  issued by the
Indenture  Trustee,  in its commercial  capacity as principal obligor and not as
trustee,  in accordance  with their terms.  In addition,  the Indenture  Trustee
shall have no duty to monitor the  activities  of any Qualified  Institution  or
Qualified  Trust  Institution  (unless such  Qualified  Institution or Qualified
Trust  Institution  is also the  Indenture  Trustee) and shall not in any way be
held  liable for the  actions  or  inactions  of any  Qualified  Institution  or
Qualified  Trust  Institution  (unless such  Qualified  Institution or Qualified
Trust Institution is also the Indenture Trustee).
(c) If the  Indenture  Trustee  is the  Qualified  Institution  or
Qualified Trust  Institution  maintaining the Collection  Account,  the Payahead
Account or the  Accumulation  Account and (i) the Servicer  shall have failed to
give investment  directions for any funds on deposit in the Collection  Account,
the Payahead  Account or the  Accumulation  Account to the Indenture  Trustee by
11:00 a.m.  New York Time (or such other time as may be agreed by the Issuer and
the Indenture Trustee) on the Business Day preceding each Distribution Date (ii)
to the knowledge of a Trust Officer of the Indenture Trustee, a Default or Event
of Default shall have  occurred and be continuing  with respect to the Notes but
the Notes shall not have been  declared due and payable  pursuant to Section 5.2
or (iii) the Notes shall have been  declared due and payable  following an Event
of Default,  amounts collected or receivable from the Indenture Trust Estate are
being  applied in  accordance  with  Section 5.4 as if there had not been such a
declaration,  then in each case the  Indenture  Trustee  shall,  to the  fullest
extent  practicable,  invest and reinvest funds in the Collection  Account,  the
Payahead Account or the Accumulation Account, as the case may be, in one or more
Permitted Investments described in clause (b) of the definition thereof.

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

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

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

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

                             SUPPLEMENTAL INDENTURES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

              (viii)  permit the creation of any lien  ranking  prior to or on a
         parity with the lien of this  Indenture with respect to any part of the
         Indenture   Trust  Estate  or,   except  as   otherwise   permitted  or
         contemplated  herein,  terminate the lien of this Indenture on any such
         collateral at any time subject  hereto or deprive any Noteholder of the
         security provided by the lien of this Indenture.
The  Indenture  Trustee may in its  discretion  or upon receipt of an Opinion of
Counsel determine whether or not any Notes would be affected by any supplemental
indenture and any such determination shall be conclusive upon the Noteholders of
all  Notes,  whether  theretofore  or  thereafter  authenticated  and  delivered
hereunder.  The Indenture Trustee shall not be liable for any such determination
made in good faith.

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

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

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

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

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

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

                               REDEMPTION OF NOTES

              SECTION  10.1  Redemption.  The  Class A Notes,  the VPTNs and the
Class B Notes  are  subject  to  redemption  in whole,  but not in part,  at the
direction  of the  Servicer  pursuant to Section  8.1 of the Sale and  Servicing
Agreement,  on any Distribution Date on which the Servicer  exercises its option
to purchase  the assets of the Issuer  pursuant  to such  Section  8.1,  and the
amount paid by the Servicer shall be treated as  collections of Receivables  and
applied  to pay the  unpaid  principal  amount of the  Notes  and the  Aggregate
Certificate  Balance  of the  Certificates  plus  accrued  and  unpaid  interest
thereon.  If the  Class A  Notes,  the  VPTNs  and the  Class B Notes  are to be
redeemed pursuant to this Section 10.1, the Servicer or the Issuer shall furnish
notice of such  election to the  Indenture  Trustee and the Rating  Agencies not
later  than  forty (40) days  prior to the  Redemption  Date (and the  Indenture
Trustee shall promptly  furnish notice to the  Noteholders) and the Issuer shall
deposit  by 10:00  a.m.  (New York City  time) on the  Redemption  Date with the
Indenture Trustee in the Collection  Account the Redemption Price of the Class A
Notes, the VPTNs and the Class B Notes to be redeemed,  whereupon all such Class
A Notes,  VPTNs and Class B Notes  shall be due and  payable  on the  Redemption
Date.

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

         All notices of redemption shall state:

              (i)  the Redemption Date;

              (ii)  the Redemption Price;

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

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

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

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

                                  MISCELLANEOUS

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

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

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

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

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

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

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

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

                  (iii)  Whenever any property or securities  are to be released
              from the lien of this Indenture,  the Issuer shall also furnish to
              the  Indenture  Trustee an  Officer's  Certificate  certifying  or
              stating the opinion of each person signing such  certificate as to
              the fair value  (within  ninety (90) days of such  release) of the
              property or securities proposed to be released and stating that in
              the opinion of such person the  proposed  release  will not impair
              the  security  under  this  Indenture  in   contravention  of  the
              provisions hereof.
(iv)  Whenever  the  Issuer  is  required  to  furnish  to the
              Indenture Trustee an Officer's  Certificate  certifying or stating
              the opinion of any signer  thereof as to the matters  described in
              clause (iii) above, the Issuer shall also furnish to the Indenture
              Trustee an  Independent  Certificate as to the same matters if the
              fair  value  of the  property  or  securities  and  of  all  other
              property,  other than property as contemplated by clause (v) below
              or securities  released from the lien of this Indenture  since the
              commencement  of the  then-current  calendar year, as set forth in
              the  certificates  required by clause  (iii) above and this clause
              (iv),  equals ten percent (10%) or more of the principal amount of
              the Notes Outstanding,  but such certificate need not be furnished
              in the case of any release of property or  securities  if the fair
              value thereof as set forth in the related Officer's Certificate is
              less than $25,000 or less than one percent  (1%) of the  principal
              amount of the Notes Outstanding.

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

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

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

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

              (d) Whenever in this Indenture, in connection with any application
or  certificate  or report to the  Indenture  Trustee,  it is provided  that the
Issuer  shall  deliver  any  document  as a  condition  of the  granting of such
application,  or as evidence of the Issuer's compliance with any term hereof, it
is intended  that the truth and  accuracy,  at the time of the  granting of such
application or at the effective date of such  certificate or report (as the case
may be), of the facts and opinions stated in such document shall in such case be
conditions precedent to the right of the Issuer to have such application granted
or to the  sufficiency of such  certificate or report.  The foregoing shall not,
however,  be construed to affect the Indenture  Trustee's right to rely upon the
truth and accuracy of any statement or opinion contained in any such document as
provided in Article VI.
SECTION  11.3  Acts  of  Noteholders.  (a)  Any  request,  demand,
authorization,  direction,  notice,  consent, waiver or other action provided by
this  Indenture  to be  given or taken by  Noteholders  may be  embodied  in and
evidenced by one or more  instruments of  substantially  similar tenor signed by
such Noteholders in person or by agents duly appointed in writing; and except as
herein otherwise expressly provided such action shall become effective when such
instrument or instruments are delivered to the Indenture Trustee,  and, where it
is hereby expressly required, to the Issuer. Such instrument or instruments (and
the action embodied herein and evidenced  thereby) are herein sometimes referred
to as the "Act" of the Noteholders signing such instrument or instruments. Proof
of execution of any such  instrument or of a writing  appointing  any such agent
shall be  sufficient  for any purpose of this  Indenture and (subject to Section
6.1) conclusive in favor of the Indenture Trustee and the Issuer, if made in the
manner provided in this Section 11.3.

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

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

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

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

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

              (ii) the  Issuer by the  Indenture  Trustee  or by any  Noteholder
         shall be  sufficient  for every  purpose  hereunder  if in writing  and
         mailed  first-class,  postage prepaid to the Issuer  addressed to: Ford
         Credit Auto Owner Trust  2000-D,  in care of The Bank of New York,  101
         Barclay Street,  Floor 12 East, New York, New York,  10256,  Attention:
         Asset-Backed  Finance  Unit,  with a copy to the  Administrator  at One
         American Road, Dearborn,  Michigan 48126,  Attention:  Secretary, or at
         any other  address  previously  furnished  in writing to the  Indenture
         Trustee by the Issuer or the  Administrator.  The Issuer shall promptly
         transmit  any  notice  received  by it  from  the  Noteholders  to  the
         Indenture  Trustee and the Swap  Counterparty.  The  Indenture  Trustee
         shall  likewise  promptly  transmit any notice  received by it from the
         Noteholders to the Issuer and the Swap  Counterparty  and from the Swap
         Counterparty to the Issuer.

              Notices required to be given to the Rating Agencies by the Issuer,
the Swap  Counterparty,  the Indenture  Trustee or the Owner Trustee shall be in
writing,  personally  delivered,  telecopied or mailed by certified mail, return
receipt  requested,  to (i) in the case of Moody's,  at the  following  address:
Moody's Investors Service,  Inc., ABS Monitoring  Department,  99 Church Street,
New York,  New York 10007,  (ii) in case of Standard & Poor's,  at the following
address:  Standard & Poor's Ratings Services,  55 Water Street,  40th Floor, New
York, New York 10041, Attention: Asset Backed Surveillance Department,  (iii) in
the case of Fitch IBCA,  Inc., at the following  address:  Fitch,  Inc., 1 State
Street Plaza, New York, New York 10004, Attention: Asset Backed Surveillance and
(iv) in the case of the  Swap  Counterparty,  at the  address  specified  in the
Interest Rate Swap Agreement.
SECTION  11.5  Notices  to  Noteholders;  Waiver.  (a) Where  this
Indenture  provides for notice to Noteholders of any event, such notice shall be
sufficiently  given (unless  otherwise herein expressly  provided) if in writing
and mailed,  first-class,  postage prepaid to each  Noteholder  affected by such
event,  at his  address as it appears on the Note  Register,  not later than the
latest date, and not earlier than the earliest  date,  prescribed for the giving
of such  notice.  In any case  where  notice  to  Noteholders  is given by mail,
neither  the  failure to mail such notice nor any defect in any notice so mailed
to any particular  Noteholder  shall affect the  sufficiency of such notice with
respect to other Noteholders, and any notice that is mailed in the manner herein
provided shall conclusively be presumed to have been duly given.

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

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

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

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

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

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

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

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

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

              SECTION 11.11 Benefits of Indenture.  Nothing in this Indenture or
in the Notes,  express or  implied,  shall  give to any  Person,  other than the
parties hereto and their successors  hereunder,  and the  Noteholders,  the Swap
Counterparty and any other party secured hereunder, and any other Person with an
ownership interest in any part of the Indenture Trust Estate, any benefit or any
legal or equitable right, remedy or claim under this Indenture;  provided,  that
the Swap Counterparty shall have no right to institute any Proceeding,  judicial
or otherwise,  with respect to  enforcement  of remedies under Article V of this
Indenture upon the occurrence of an Event of Default.
SECTION 11.12 Legal Holidays.  In any case where the date on which
any payment is due shall not be a Business Day, then  (notwithstanding any other
provision of the Notes or this Indenture) payment need not be made on such date,
but may be made on the next  succeeding  Business  Day with the same  force  and
effect as if made on the date on which  nominally  due,  and no  interest  shall
accrue for the period from and after any such nominal date.

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

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

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

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

              SECTION 11.17 No Petition. The Indenture Trustee, by entering into
this  Indenture,  and each  Noteholder or Note Owner, by accepting a Note or, in
the case of a Note Owner, a beneficial  interest in a Note,  hereby covenant and
agree that they will not at any time institute  against the Seller,  the General
Partner or the  Issuer,  or join in any  institution  against  the  Seller,  the
General Partner or the Issuer of, any bankruptcy,  reorganization,  arrangement,
insolvency or liquidation  proceedings,  or other  proceedings  under any United
States  federal  or State  bankruptcy  or  similar  law in  connection  with any
obligations  relating  to the Notes,  this  Indenture  or any of the other Basic
Documents.

              SECTION 11.18 Inspection.  The Issuer agrees that, with reasonable
prior notice, it will permit any representative of the Indenture Trustee, during
the  Issuer's  normal  business  hours,  to  examine  all the books of  account,
records,  reports and other  papers of the Issuer,  to make copies and  extracts
therefrom,  to cause such books to be audited by  Independent  certified  public
accountants, and to discuss the Issuer's affairs, finances and accounts with the
Issuer's officers,  employees, and Independent certified public accountants, all
at such  reasonable  times  and as often  as may be  reasonably  requested.  The
Indenture  Trustee  shall  and  shall  cause  its  representatives  to  hold  in
confidence all such information  except to the extent disclosure may be required
by  law  (and  all  reasonable   applications  for  confidential  treatment  are
unavailing)  and except to the extent that the Indenture  Trustee may reasonably
determine that such disclosure is consistent with its obligations hereunder.
IN WITNESS WHEREOF,  each of the Issuer and the Indenture  Trustee
has caused  this  Indenture  to be duly  executed  by its  respective  officers,
thereunto duly authorized, all as of the day and year first above written.

                           FORD CREDIT AUTO OWNER TRUST 2000-D

                                  By:    THE BANK OF NEW YORK,
                                         not in its individual capacity but
                                         solely as Owner Trustee of Ford
                                         Credit Auto Owner Trust 2000-D

                                  By:
                                        Name:
                                        Title:

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

                                  By:
                                      Name:
                                      Title:
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 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                                                       $439,000,000

No. R-[  ]                                                  CUSIP NO. [_____]

                       FORD CREDIT AUTO OWNER TRUST 2000-D

                       CLASS A-1 7.008% ASSET BACKED NOTES

                  Ford  Credit  Auto  Owner  Trust  2000-D,   a  business  trust
organized and existing under the laws of the State of Delaware  (herein referred
to as the "Issuer"),  for value received,  hereby promises to pay to CEDE & CO.,
or registered  assigns,  the  principal sum of FOUR HUNDRED  THIRTY NINE MILLION
DOLLARS  payable on each  Distribution  Date in an amount equal to the aggregate
amount,  if any, payable to Noteholders of Class A-1 Notes on such  Distribution
Date in respect of  principal on the Class A-1 Notes  pursuant to the  Indenture
dated  as of July 1,  2000  (as  from  time to  time  amended,  supplemented  or
otherwise modified and in effect,  the "Indenture"),  between the Issuer and The
Chase  Manhattan  Bank, a New York  corporation,  as Indenture  Trustee (in such
capacity the "Indenture Trustee");  provided, however, that the entire principal
amount of this Note shall be payable on the January 2001  Distribution Date (the
"Targeted  Scheduled  Distribution  Date")  to the  extent  of  funds  available
therefor  pursuant to the Indenture and the entire  unpaid  principal  amount of
this  Note  shall be due and  payable  on the June 2002  Distribution  Date (the
"Class A-1 Final Scheduled  Distribution Date") and the Redemption Date, if any,
pursuant  to  Section  10.1 of the  Indenture.  Capitalized  terms  used but not
defined  herein are defined in Article I of the  Indenture,  which also contains
rules as to construction that shall be applicable herein.

                  The  Issuer  shall pay  interest  on this Note at the rate per
annum shown above on each  Distribution Date until the principal of this Note is
paid  or made  available  for  payment  on the  principal  amount  of this  Note
outstanding  on the  preceding  Distribution  Date (after  giving  effect to all
payments of  principal  made on the  preceding  Distribution  Date),  subject to
certain limitations contained in Section 3.1 of the Indenture.  Interest on this
Note will accrue for each Distribution Date from and including the fifteenth day
of the calendar month  immediately  preceding such Distribution Date (or, in the
case of the initial  Distribution  Date, from the Closing Date) to but excluding
the fifteenth day of the following calendar month.  Interest will be computed on
the basis of a 360-day  year of twelve  30-day  months.  Such  principal  of and
interest  on this Note  shall be paid in the  manner  specified  on the  reverse
hereof.  "Distribution  Date" means the fifteenth day of each month,  or, if any
such day is not a Business Day, the next  succeeding  Business  Day,  commencing
August 15, 2000.

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

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

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

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]
IN WITNESS  WHEREOF,  the Issuer has caused this instrument to
be signed,  manually or in facsimile,  by its Authorized Officer, as of the date
set forth below.

Date: July 26, 2000

                                  FORD CREDIT AUTO OWNER TRUST 2000-D

                                  By:    THE BANK OF NEW YORK,
                                         not in its individual capacity
                                         but solely as Owner Trustee of Ford
                                         Credit Auto Owner Trust 2000-D

                                  By:
                                         Authorized Officer

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date: July 26, 2000

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

                              By:
                                         Authorized Officer
[REVERSE OF NOTE]

                  This  Note is one of a duly  authorized  issue of Notes of the
Issuer,  designated  as its Class A-1 7.008%  Asset Backed Notes (the "Class A-1
Notes")  which,  together  with the Issuer's  Class A-2 7.06% Asset Backed Notes
(the  "Class A-2  Notes"),  Class A-3 7.15% Asset  Backed  Notes (the "Class A-3
Notes"),  Class A-4 7.13% Asset Backed Notes (the "Class A-4 Notes"),  Class A-5
7.15% Asset Backed Notes (the "Class A-5 Notes" and, together with the Class A-1
Notes,  the Class A-2 Notes,  the Class A-3 Notes and the Class A-4  Notes,  the
"Class A Notes"),  the Floating Rate Asset Backed  Variable Pay Term Notes to be
issued by the Issuer  from time to time (the  "VPTNs")  and Class B 7.40%  Asset
Backed Notes (the "Class B Notes" and,  together  with the Class A Notes and the
VPTNs, 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 the 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.

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

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

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

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

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

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

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

                  Prior to the due presentment  for  registration of transfer of
this Note, the Issuer,  the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may treat the Person in whose name this Note (as of the day of
determination  or as of such other date as may be specified in the Indenture) is
registered  as the owner  hereof for all  purposes,  whether or not this Note be
overdue,  and none of the Issuer,  the Indenture Trustee or any such agent shall
be affected by notice to the contrary.
The Indenture permits,  with certain exceptions  requiring the
consent of all Noteholders  affected thereby as therein provided,  the amendment
thereof and the modification of the rights and obligations of the Issuer and the
rights of the Noteholders under the Indenture at any time by the Issuer with the
consent of the  Noteholders of Notes  evidencing not less than a majority of the
principal  amount of the Controlling  Note Class. The Indenture also permits the
Indenture  Trustee to amend or waive certain terms and  conditions  set forth in
the Indenture without the consent of the Noteholders provided certain conditions
are satisfied.  In addition,  the Indenture contains  provisions  permitting the
Noteholders of Notes evidencing specified percentages of the principal amount of
the  Notes  Outstanding  or of the  Controlling  Note  Class,  on  behalf of all
Noteholders,  to waive  compliance by the Issuer with certain  provisions of the
Indenture and certain past defaults under the Indenture and their  consequences.
Any such  consent or waiver by the  Noteholder  of this Note (or any one or more
Predecessor Notes) shall be conclusive and binding upon such Noteholder and upon
all future Noteholders of this Note and of any Note issued upon the registration
of  transfer  hereof or in  exchange  hereof or in lieu  hereof  whether  or not
notation of such consent or waiver is made upon this Note.

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

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

                  The   Notes  are   issuable   only  in   registered   form  in
denominations  of $1,000  and  integral  multiples  thereof as  provided  in the
Indenture, subject to certain limitations therein set forth.

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

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

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

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

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

                                    (name and address of assignee)

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

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

                                                                        */

*/       NOTICE:  The signature to this assignment must correspond with the name
         of the registered owner as it appears on the face of the within Note in
         every  particular,  without  alteration,   enlargement  or  any  change
         whatever.  Such signature must be guaranteed by an "eligible  guarantor
         institution"  meeting the  requirements  of the Note  Registrar,  which
         requirements include membership or participation in STAMP or such other
         "signature  guarantee  program"  as  may  be  determined  by  the  Note
         Registrar  in  addition  to,  or in  substitution  for,  STAMP,  all in
         accordance with the Securities Exchange Act of 1934, as amended.
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 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                                                        $360,000,000

No. R-[ ]                                                    CUSIP NO. [_____]

                       FORD CREDIT AUTO OWNER TRUST 2000-D

                       CLASS A-2 7.06% ASSET BACKED NOTES

                  Ford  Credit  Auto  Owner  Trust  2000-D,   a  business  trust
organized and existing under the laws of the State of Delaware  (herein referred
to as the "Issuer"),  for value received,  hereby promises to pay to CEDE & CO.,
or registered assigns,  the principal sum of THREE HUNDRED SIXTY MILLION DOLLARS
payable on each Distribution Date in an amount equal to the aggregate amount, if
any,  payable to  Noteholders  of Class A-2 Notes on such  Distribution  Date in
respect of principal on the Class A-2 Notes  pursuant to the Indenture  dated as
of July 1,  2000  (as  from  time to time  amended,  supplemented  or  otherwise
modified  and in  effect,  the  "Indenture"),  between  the Issuer and The Chase
Manhattan Bank, a New York  corporation,  as Indenture Trustee (in such capacity
the "Indenture Trustee"); provided, however, that the entire principal amount of
this Note  shall be payable on the July 2001  Distribution  Date (the  "Targeted
Scheduled Distribution Date") to the extent of funds available therefor pursuant
to the Indenture and the entire  unpaid  principal  amount of this Note shall be
due and  payable  on the April  2003  Distribution  Date (the  "Class  A-2 Final
Scheduled  Distribution  Date") and the  Redemption  Date,  if any,  pursuant to
Section 10.1 of the Indenture. Capitalized terms used but not defined herein are
defined  in  Article  I of  the  Indenture,  which  also  contains  rules  as to
construction that shall be applicable herein.

                  The  Issuer  shall pay  interest  on this Note at the rate per
annum shown above on each  Distribution Date until the principal of this Note is
paid  or made  available  for  payment  on the  principal  amount  of this  Note
outstanding  on the  preceding  Distribution  Date (after  giving  effect to all
payments of  principal  made on the  preceding  Distribution  Date),  subject to
certain limitations contained in Section 3.1 of the Indenture.  Interest on this
Note will accrue for each Distribution Date from and including the fifteenth day
of the calendar month  immediately  preceding such Distribution Date (or, in the
case of the initial  Distribution  Date, from the Closing Date) to but excluding
the fifteenth day of the following calendar month.  Interest will be computed on
the basis of a 360-day  year of twelve  30-day  months.  Such  principal  of and
interest  on this Note  shall be paid in the  manner  specified  on the  reverse
hereof.  "Distribution  Date" means the fifteenth day of each month,  or, if any
such day is not a Business Day, the next  succeeding  Business  Day,  commencing
August 15, 2000.

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

                  Reference is made to the further  provisions  of this Note set
forth on the reverse  hereof,  which shall have the same effect as though  fully
set forth on the face of this Note.
Unless  the  certificate  of  authentication  hereon  has been
executed by the Indenture  Trustee whose name appears below by manual signature,
this Note shall not be entitled to any benefit under the  Indenture  referred to
on the reverse hereof, or be valid or obligatory for any purpose.

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]
IN WITNESS  WHEREOF,  the Issuer has caused this instrument to
be signed,  manually or in facsimile,  by its Authorized Officer, as of the date
set forth below.

Date: July 26, 2000

                                  FORD CREDIT AUTO OWNER TRUST 2000-D

                                  By:    THE BANK OF NEW YORK,
                                         not in its individual capacity
                                         but solely as Owner Trustee of Ford
                                         Credit Auto Owner Trust 2000-D

                                  By:
                                         Authorized Officer

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date: July 26, 2000

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

                              By:
                                         Authorized Officer
[REVERSE OF NOTE]

                  This  Note is one of a duly  authorized  issue of Notes of the
Issuer,  designated  as its Class A-2 7.06% Asset  Backed  Notes (the "Class A-2
Notes")  which,  together with the Issuer's  Class A-1 7.008% Asset Backed Notes
(the  "Class A-1  Notes"),  Class A-3 7.15% Asset  Backed  Notes (the "Class A-3
Notes"),  Class A-4 7.13% Asset Backed Notes (the "Class A-4 Notes"),  Class A-5
7.15% Asset Backed Notes (the "Class A-5 Notes" and, together with the Class A-1
Notes,  the Class A-2 Notes,  the Class A-3 Notes and the Class A-4  Notes,  the
"Class A Notes"),  the Floating Rate Asset Backed  Variable Pay Term Notes to be
issued by the Issuer  from time to time (the  "VPTNs")  and Class B 7.40%  Asset
Backed Notes (the "Class B Notes" and,  together  with the Class A Notes and the
VPTNs, 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 the 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.

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

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

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

                  As provided in the  Indenture,  the Notes may be redeemed,  in
whole  but  not in  part,  in the  manner  and to the  extent  described  in the
Indenture and the Sale and Servicing Agreement.
As  provided  in  the   Indenture,   and  subject  to  certain
limitations  set forth  therein,  the transfer of this Note may be registered on
the Note Register upon  surrender of this Note for  registration  of transfer at
the office or agency  designated by the Issuer  pursuant to the Indenture,  duly
endorsed  by,  or  accompanied  by a  written  instrument  of  transfer  in form
satisfactory to the Indenture Trustee duly executed by, the Noteholder hereof or
such  Noteholder's  attorney  duly  authorized in writing,  with such  signature
guaranteed by an "eligible  guarantor  institution"  meeting the requirements of
the Note  Registrar,  and  thereupon  one or more new Notes of the same Class in
authorized  denominations  and in the same  aggregate  principal  amount will be
issued to the designated  transferee or  transferees.  No service charge will be
charged for any  registration  of  transfer  or  exchange of this Note,  but the
transferor  may be  required to pay a sum  sufficient  to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange.

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

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

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

                  Prior to the due presentment  for  registration of transfer of
this Note, the Issuer,  the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may treat the Person in whose name this Note (as of the day of
determination  or as of such other date as may be specified in the Indenture) is
registered  as the owner  hereof for all  purposes,  whether or not this Note be
overdue,  and none of the Issuer,  the Indenture Trustee or any such agent shall
be affected by notice to the contrary.
The Indenture permits,  with certain exceptions  requiring the
consent of all Noteholders  affected thereby as therein provided,  the amendment
thereof and the modification of the rights and obligations of the Issuer and the
rights of the Noteholders under the Indenture at any time by the Issuer with the
consent of the  Noteholders of Notes  evidencing not less than a majority of the
principal  amount of the Controlling  Note Class. The Indenture also permits the
Indenture  Trustee to amend or waive certain terms and  conditions  set forth in
the Indenture without the consent of the Noteholders provided certain conditions
are satisfied.  In addition,  the Indenture contains  provisions  permitting the
Noteholders of Notes evidencing specified percentages of the principal amount of
the  Notes  Outstanding  or of the  Controlling  Note  Class,  on  behalf of all
Noteholders,  to waive  compliance by the Issuer with certain  provisions of the
Indenture and certain past defaults under the Indenture and their  consequences.
Any such  consent or waiver by the  Noteholder  of this Note (or any one or more
Predecessor Notes) shall be conclusive and binding upon such Noteholder and upon
all future Noteholders of this Note and of any Note issued upon the registration
of  transfer  hereof or in  exchange  hereof or in lieu  hereof  whether  or not
notation of such consent or waiver is made upon this Note.

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

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

                  The   Notes  are   issuable   only  in   registered   form  in
denominations  of $1,000  and  integral  multiples  thereof as  provided  in the
Indenture, subject to certain limitations therein set forth.

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

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

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

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

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

                                    (name and address of assignee)

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

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

                                                                        */

*/       NOTICE:  The signature to this assignment must correspond with the name
         of the registered owner as it appears on the face of the within Note in
         every  particular,  without  alteration,   enlargement  or  any  change
         whatever.  Such signature must be guaranteed by an "eligible  guarantor
         institution"  meeting the  requirements  of the Note  Registrar,  which
         requirements include membership or participation in STAMP or such other
         "signature  guarantee  program"  as  may  be  determined  by  the  Note
         Registrar  in  addition  to,  or in  substitution  for,  STAMP,  all in
         accordance with the Securities Exchange Act of 1934, as amended.
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 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                                                       $294,000,000

No. R-[  ]                                                  CUSIP NO. [_____]

                       FORD CREDIT AUTO OWNER TRUST 2000-D

                       CLASS A-3 7.15% ASSET BACKED NOTES

                  Ford  Credit  Auto  Owner  Trust  2000-D,   a  business  trust
organized and existing under the laws of the State of Delaware  (herein referred
to as the "Issuer"),  for value received,  hereby promises to pay to CEDE & CO.,
or registered  assigns,  the  principal  sum of TWO HUNDRED  NINETY FOUR MILLION
DOLLARS  payable on each  Distribution  Date in an amount equal to the aggregate
amount,  if any, payable to Noteholders of Class A-3 Notes on such  Distribution
Date in respect of  principal on the Class A-3 Notes  pursuant to the  Indenture
dated  as of July 1,  2000  (as  from  time to  time  amended,  supplemented  or
otherwise modified and in effect,  the "Indenture"),  between the Issuer and The
Chase  Manhattan  Bank, a New York  corporation,  as Indenture  Trustee (in such
capacity the "Indenture Trustee");  provided, however, that the entire principal
amount of this Note shall be payable on the January 2002  Distribution Date (the
"Targeted  Scheduled  Distribution  Date")  to the  extent  of  funds  available
therefor  pursuant to the Indenture and the entire  unpaid  principal  amount of
this Note shall be due and payable on the December 2003  Distribution  Date (the
"Class A-3 Final Scheduled  Distribution Date") and the Redemption Date, if any,
pursuant  to  Section  10.1 of the  Indenture.  Capitalized  terms  used but not
defined  herein are defined in Article I of the  Indenture,  which also contains
rules as to construction that shall be applicable herein.

                  The  Issuer  shall pay  interest  on this Note at the rate per
annum shown above on each  Distribution Date until the principal of this Note is
paid  or made  available  for  payment  on the  principal  amount  of this  Note
outstanding  on the  preceding  Distribution  Date (after  giving  effect to all
payments of  principal  made on the  preceding  Distribution  Date),  subject to
certain limitations contained in Section 3.1 of the Indenture.  Interest on this
Note will accrue for each Distribution Date from and including the fifteenth day
of the calendar month  immediately  preceding such Distribution Date (or, in the
case of the initial  Distribution  Date, from the Closing Date) to but excluding
the fifteenth day of the following calendar month.  Interest will be computed on
the basis of a 360-day  year of twelve  30-day  months.  Such  principal  of and
interest  on this Note  shall be paid in the  manner  specified  on the  reverse
hereof.  "Distribution  Date" means the fifteenth day of each month,  or, if any
such day is not a Business Day, the next  succeeding  Business  Day,  commencing
August 15, 2000.

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

                  Reference is made to the further  provisions  of this Note set
forth on the reverse  hereof,  which shall have the same effect as though  fully
set forth on the face of this Note.
Unless  the  certificate  of  authentication  hereon  has been
executed by the Indenture  Trustee whose name appears below by manual signature,
this Note shall not be entitled to any benefit under the  Indenture  referred to
on the reverse hereof, or be valid or obligatory for any purpose.

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]
IN WITNESS  WHEREOF,  the Issuer has caused this instrument to
be signed,  manually or in facsimile,  by its Authorized Officer, as of the date
set forth below.

Date: July 26, 2000

                                  FORD CREDIT AUTO OWNER TRUST 2000-D

                                  By:    THE BANK OF NEW YORK,
                                         not in its individual capacity but
                                         solely as Owner Trustee of Ford
                                         Credit Auto Owner Trust 2000-D

                                  By:
                                         Authorized Officer

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date: July 26, 2000

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

                              By:
                                         Authorized Officer
[REVERSE OF NOTE]

                  This  Note is one of a duly  authorized  issue of Notes of the
Issuer,  designated  as its Class A-3 7.15% Asset  Backed  Notes (the "Class A-3
Notes")  which,  together with the Issuer's  Class A-1 7.008% Asset Backed Notes
(the  "Class A-1  Notes"),  Class A-2 7.06% Asset  Backed  Notes (the "Class A-2
Notes"),  Class A-4 7.13% Asset Backed Notes (the "Class A-4 Notes"),  Class A-5
7.15% Asset Backed Notes (the "Class A-5 Notes" and, together with the Class A-1
Notes,  the Class A-2 Notes,  the Class A-3 Notes and the Class A-4  Notes,  the
"Class A Notes"),  the Floating Rate Asset Backed  Variable Pay Term Notes to be
issued by the Issuer  from time to time (the  "VPTNs")  and Class B 7.40%  Asset
Backed Notes (the "Class B Notes" and,  together  with the Class A Notes and the
VPTNs, 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 the 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.

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

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

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

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

                  The  transfer of this Note is subject to the  restrictions  on
transfer  specified on the face hereof and to the other limitations set forth in
the Indenture. Subject to the satisfaction of such restrictions and limitations,
the transfer of this Note may be registered on the Note Register upon  surrender
of this Note for registration of transfer at the office or agency  designated by
the Issuer  pursuant to the  Indenture,  duly endorsed by, or  accompanied  by a
written  instrument of transfer in form  satisfactory  to the Indenture  Trustee
duly  executed by, the  Noteholder  hereof or such  Noteholder's  attorney  duly
authorized in writing,  with such signature guaranteed by an "eligible guarantor
institution"  meeting the requirements of the Note Registrar,  and thereupon one
or more new Notes of the same Class in authorized  denominations and in the same
aggregate  principal  amount  will be issued  to the  designated  transferee  or
transferees.  No service charge will be charged for any registration of transfer
or  exchange  of this Note,  but the  transferor  may be  required  to pay a sum
sufficient to cover any tax or other governmental  charge that may be imposed in
connection with any such registration of transfer or exchange.
Each Noteholder or Note Owner, by its acceptance of a Note or,
in the case of a Note Owner,  a  beneficial  interest in a Note,  covenants  and
agrees that no recourse may be taken,  directly or  indirectly,  with respect to
the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any  certificate  or other writing  delivered in
connection  therewith,  against (i) the Indenture  Trustee or the Owner Trustee,
each in its individual capacity,  (ii) any owner of a beneficial interest in the
Issuer or (iii) any partner,  owner,  beneficiary,  agent, officer,  director or
employee of the Indenture  Trustee or the Owner Trustee,  each in its individual
capacity,  any holder of a beneficial  interest in the Issuer, the Owner Trustee
or the Indenture  Trustee or of any successor or assign of the Indenture Trustee
or the Owner Trustee, each in its individual capacity, except as any such Person
may have expressly agreed and except that any such partner, owner or beneficiary
shall be fully liable,  to the extent provided by applicable law, for any unpaid
consideration for stock,  unpaid capital  contribution for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.

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

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

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

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

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

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

                  The   Notes  are   issuable   only  in   registered   form  in
denominations  of $1,000  and  integral  multiples  thereof as  provided  in the
Indenture, subject to certain limitations therein set forth.

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

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

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

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

                                    (name and address of assignee)

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

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

                                                                        */

*/       NOTICE:  The signature to this assignment must correspond with the name
         of the registered owner as it appears on the face of the within Note in
         every  particular,  without  alteration,   enlargement  or  any  change
         whatever.  Such signature must be guaranteed by an "eligible  guarantor
         institution"  meeting the  requirements  of the Note  Registrar,  which
         requirements include membership or participation in STAMP or such other
         "signature  guarantee  program"  as  may  be  determined  by  the  Note
         Registrar  in  addition  to,  or in  substitution  for,  STAMP,  all in
         accordance with the Securities Exchange Act of 1934, as amended.
EXHIBIT A-4

                            [FORM OF CLASS A-4 NOTE]

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

THE  PRINCIPAL  OF THIS NOTE IS PAYABLE 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                                                      $227,000,000

No. R-[  ]                                                  CUSIP NO. [_____]

                       FORD CREDIT AUTO OWNER TRUST 2000-D

                       CLASS A-4 7.13% ASSET BACKED NOTES

                  Ford  Credit  Auto  Owner  Trust  2000-D,   a  business  trust
organized and existing under the laws of the State of Delaware  (herein referred
to as the "Issuer"),  for value received,  hereby promises to pay to CEDE & CO.,
or registered  assigns,  the  principal sum of TWO HUNDRED  TWENTY SEVEN MILLION
DOLLARS  payable on each  Distribution  Date in an amount equal to the aggregate
amount,  if any, payable to Noteholders of Class A-4 Notes on such  Distribution
Date in respect of  principal on the Class A-4 Notes  pursuant to the  Indenture
dated  as of July 1,  2000  (as  from  time to  time  amended,  supplemented  or
otherwise modified and in effect,  the "Indenture"),  between the Issuer and The
Chase  Manhattan  Bank, a New York  corporation,  as Indenture  Trustee (in such
capacity the "Indenture Trustee");  provided, however, that the entire principal
amount of this Note  shall be payable  on the July 2002  Distribution  Date (the
"Targeted  Scheduled  Distribution  Date")  to the  extent  of  funds  available
therefor  pursuant to the Indenture and the entire  unpaid  principal  amount of
this  Note  shall be due and  payable  on the July 2004  Distribution  Date (the
"Class A-4 Final Scheduled  Distribution Date") and the Redemption Date, if any,
pursuant  to  Section  10.1 of the  Indenture.  Capitalized  terms  used but not
defined  herein are defined in Article I of the  Indenture,  which also contains
rules as to construction that shall be applicable herein.
The  Issuer  shall pay  interest  on this Note at the rate per
annum shown above on each  Distribution Date until the principal of this Note is
paid  or made  available  for  payment  on the  principal  amount  of this  Note
outstanding  on the  preceding  Distribution  Date (after  giving  effect to all
payments of  principal  made on the  preceding  Distribution  Date),  subject to
certain limitations contained in Section 3.1 of the Indenture.  Interest on this
Note will accrue for each Distribution Date from and including the fifteenth day
of the calendar month  immediately  preceding such Distribution Date (or, in the
case of the initial  Distribution  Date, from the Closing Date) to but excluding
the fifteenth day of the following calendar month.  Interest will be computed on
the basis of a 360-day  year of twelve  30-day  months.  Such  principal  of and
interest  on this Note  shall be paid in the  manner  specified  on the  reverse
hereof.  "Distribution  Date" means the fifteenth day of each month,  or, if any
such day is not a Business Day, the next  succeeding  Business  Day,  commencing
August 15, 2000.

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

                  Reference is made to the further  provisions  of this Note set
forth on the reverse  hereof,  which shall have the same effect as though  fully
set forth on the face of this Note.
Unless  the  certificate  of  authentication  hereon  has been
executed by the Indenture  Trustee whose name appears below by manual signature,
this Note shall not be entitled to any benefit under the  Indenture  referred to
on the reverse hereof, or be valid or obligatory for any purpose.

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]
IN WITNESS  WHEREOF,  the Issuer has caused this instrument to
be signed,  manually or in facsimile,  by its Authorized Officer, as of the date
set forth below.

Date: July 26, 2000

                                  FORD CREDIT AUTO OWNER TRUST 2000-D

                                  By:    THE BANK OF NEW YORK,
                                         not in its individual capacity but
                                         solely as Owner Trustee of Ford
                                         Credit Auto Owner Trust 2000-D

                                  By:
                                         Authorized Officer

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date: July 26, 2000

                                  THE CHASE MANHATTAN BANK,
                                  not in its individual capacity but
                                  solely as Indenture Trustee

                              By:
                                         Authorized Officer
[REVERSE OF NOTE]

                  This  Note is one of a duly  authorized  issue of Notes of the
Issuer,  designated  as its Class A-4 7.13% Asset  Backed  Notes (the "Class A-4
Notes")  which,  together with the Issuer's  Class A-1 7.008% Asset Backed Notes
(the  "Class A-1  Notes"),  Class A-2 7.06% Asset  Backed  Notes (the "Class A-2
Notes"),  Class A-3 7.15% Asset Backed Notes (the "Class A-3 Notes"),  Class A-5
7.15% Asset Backed Notes (the "Class A-5 Notes" and, together with the Class A-1
Notes,  the Class A-2 Notes,  the Class A-3 Notes and the Class A-4  Notes,  the
"Class A Notes"),  the Floating Rate Asset Backed  Variable Pay Term Notes to be
issued by the Issuer  from time to time (the  "VPTNs")  and Class B 7.40%  Asset
Backed Notes (the "Class B Notes" and,  together  with the Class A Notes and the
VPTNs, 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 the terms of the
Indenture.

                  The  Class  A-4  Notes  are and will be  equally  and  ratably
secured by the  collateral  pledged as  security  therefor  as  provided  in the
Indenture.

                  As described on the face hereof,  the entire unpaid  principal
amount of this Note shall be due and  payable  on the Class A-4 Final  Scheduled
Distribution Date.  Notwithstanding  the foregoing,  the entire unpaid principal
amount of the Notes  shall be due and  payable  on the date on which an Event of
Default shall have occurred and be continuing  and the Indenture  Trustee or the
Noteholders of Notes evidencing not less than a majority of the principal amount
of the Controlling  Note Class have declared the Notes to be immediately due and
payable in the manner  provided in Section 5.2 of the  Indenture.  All principal
payments  on the  Class  A-4  Notes  shall be made  pro rata to the  Noteholders
entitled thereto.
Payments of interest on this Note on each  Distribution  Date,
together with the  installment  of principal,  if any, to the extent not in full
payment of this  Note,  shall be made to the  Person  whose name  appears as the
Registered Noteholder of the Note (or one or more Predecessor Notes) on the Note
Register as of the close of business on each Record Date either by wire transfer
in immediately  available  funds, to the account of such Noteholder at a bank or
other entity having appropriate  facilities  therefor,  if such Noteholder shall
have provided to the Note Registrar  appropriate  written  instructions at least
five (5) Business  Days prior to such  Distribution  Date and such  Noteholder's
Notes in the aggregate evidence a denomination of not less than $1,000,000,  or,
if not, by check mailed first-class  postage prepaid to such Person's address as
it appears on the Note  Register  on such Record  Date;  provided  that,  unless
Definitive  Notes  have  been  issued  to Note  Owners,  with  respect  to Notes
registered on the Record Date in the name of the nominee of the Clearing  Agency
(initially,  such  nominee  to be  Cede &  Co.),  payments  will be made by wire
transfer  in  immediately  available  funds to the  account  designated  by such
nominee.  Such  payments  will be  made  without  requiring  that  this  Note be
submitted for notation of payment. Any reduction in the principal amount of this
Note (or any one or more Predecessor Notes) effected by any payments made on any
Distribution Date shall be binding upon all future  Noteholders of this Note and
of any Note  issued  upon the  registration  of  transfer  hereof or in exchange
hereof or in lieu hereof,  whether or not noted hereon. If funds are expected to
be  available,  as  provided in the  Indenture,  for payment in full of the then
remaining unpaid principal amount of this Note on a Distribution  Date, then the
Indenture Trustee,  in the name of and on behalf of the Issuer,  will notify the
Person who was the Registered  Noteholder hereof as of the Record Date preceding
such  Distribution  Date by notice mailed or transmitted  by facsimile  prior to
such  Distribution  Date,  and the amount then due and payable  shall be payable
only upon  presentation  and surrender of this Note at the  Indenture  Trustee's
principal  Corporate  Trust Office or at the office of the  Indenture  Trustee's
agent appointed for such purposes located in The City of New York.

                  The  Issuer  shall pay  interest  on overdue  installments  of
interest at the Class A-4 Rate to the extent lawful.

                  As provided in the  Indenture,  the Notes may be redeemed,  in
whole  but  not in  part,  in the  manner  and to the  extent  described  in the
Indenture and the Sale and Servicing Agreement.

                  The  transfer of this Note is subject to the  restrictions  on
transfer  specified on the face hereof and to the other limitations set forth in
the Indenture. Subject to the satisfaction of such restrictions and limitations,
the transfer of this Note may be registered on the Note Register upon  surrender
of this Note for registration of transfer at the office or agency  designated by
the Issuer  pursuant to the  Indenture,  duly endorsed by, or  accompanied  by a
written  instrument of transfer in form  satisfactory  to the Indenture  Trustee
duly  executed by, the  Noteholder  hereof or such  Noteholder's  attorney  duly
authorized in writing,  with such signature guaranteed by an "eligible guarantor
institution"  meeting the requirements of the Note Registrar,  and thereupon one
or more new Notes of the same Class in authorized  denominations and in the same
aggregate  principal  amount  will be issued  to the  designated  transferee  or
transferees.  No service charge will be charged for any registration of transfer
or  exchange  of this Note,  but the  transferor  may be  required  to pay a sum
sufficient to cover any tax or other governmental  charge that may be imposed in
connection with any such registration of transfer or exchange.
Each Noteholder or Note Owner, by its acceptance of a Note or,
in the case of a Note Owner,  a  beneficial  interest in a Note,  covenants  and
agrees that no recourse may be taken,  directly or  indirectly,  with respect to
the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any  certificate  or other writing  delivered in
connection  therewith,  against (i) the Indenture  Trustee or the Owner Trustee,
each in its individual capacity,  (ii) any owner of a beneficial interest in the
Issuer or (iii) any partner,  owner,  beneficiary,  agent, officer,  director or
employee of the Indenture  Trustee or the Owner Trustee,  each in its individual
capacity,  any holder of a beneficial  interest in the Issuer, the Owner Trustee
or the Indenture  Trustee or of any successor or assign of the Indenture Trustee
or the Owner Trustee, each in its individual capacity, except as any such Person
may have expressly agreed and except that any such partner, owner or beneficiary
shall be fully liable,  to the extent provided by applicable law, for any unpaid
consideration for stock,  unpaid capital  contribution for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.

                  Each  Noteholder or Note Owner, by acceptance of a Note or, in
the case of a Note Owner, a beneficial interest in a Note,  covenants and agrees
by accepting  the benefits of the Indenture  that such  Noteholder or Note Owner
will not at any time institute  against the Seller,  the General  Partner or the
Issuer,  or join in any institution  against the Seller,  the General Partner or
the  Issuer of,  any  bankruptcy,  reorganization,  arrangement,  insolvency  or
liquidation  proceedings  under any United States federal or State bankruptcy or
similar  law in  connection  with any  obligations  relating  to the Notes,  the
Indenture or the other Basic Documents.

                  The Issuer has  entered  into the  Indenture  and this Note is
issued  with the  intention  that,  for  federal,  State and local  income,  and
franchise tax  purposes,  the Notes will qualify as  indebtedness  of the Issuer
secured by the Indenture Trust Estate.  Each Noteholder,  by its acceptance of a
Note (and each Note Owner by its acceptance of a beneficial interest in a Note),
will be deemed to agree to treat the Notes for federal,  State and local income,
single business and franchise tax purposes as indebtedness of the Issuer.

                  Prior to the due presentment  for  registration of transfer of
this Note, the Issuer,  the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may treat the Person in whose name this Note (as of the day of
determination  or as of such other date as may be specified in the Indenture) is
registered  as the owner  hereof for all  purposes,  whether or not this Note be
overdue,  and none of the Issuer,  the Indenture Trustee or any such agent shall
be affected by notice to the contrary.
The Indenture permits,  with certain exceptions  requiring the
consent of all Noteholders  affected thereby as therein provided,  the amendment
thereof and the modification of the rights and obligations of the Issuer and the
rights of the Noteholders under the Indenture at any time by the Issuer with the
consent of the  Noteholders of Notes  evidencing not less than a majority of the
principal  amount of the Controlling  Note Class. The Indenture also permits the
Indenture  Trustee to amend or waive certain terms and  conditions  set forth in
the Indenture without the consent of the Noteholders provided certain conditions
are satisfied.  In addition,  the Indenture contains  provisions  permitting the
Noteholders of Notes evidencing specified percentages of the principal amount of
the  Notes  Outstanding  or of the  Controlling  Note  Class,  on  behalf of all
Noteholders,  to waive  compliance by the Issuer with certain  provisions of the
Indenture and certain past defaults under the Indenture and their  consequences.
Any such  consent or waiver by the  Noteholder  of this Note (or any one or more
Predecessor Notes) shall be conclusive and binding upon such Noteholder and upon
all future Noteholders of this Note and of any Note issued upon the registration
of  transfer  hereof or in  exchange  hereof or in lieu  hereof  whether  or not
notation of such consent or waiver is made upon this Note.

                  The  term  "Issuer",  as  used  in  this  Note,  includes  any
successor to the Issuer under the Indenture.

                  The  Issuer  is  permitted  by the  Indenture,  under  certain
circumstances,  to merge or consolidate,  subject to the rights of the Indenture
Trustee and the Noteholders under the Indenture.

                  The   Notes  are   issuable   only  in   registered   form  in
denominations  of $1,000  and  integral  multiples  thereof as  provided  in the
Indenture, subject to certain limitations therein set forth.

                  This  Note  and  the  Indenture  shall  be  governed  by,  and
construed  in  accordance  with  the  laws of the  State  of New  York,  without
reference to its conflicts of law provisions.

                  No reference herein to the Indenture, and no provision of this
Note or of the  Indenture,  shall alter or impair the  obligation of the Issuer,
which is absolute  and  unconditional,  to pay the  principal of and interest on
this  Note at the  times,  place and rate,  and in the coin or  currency  herein
prescribed.
Anything  herein to the  contrary  notwithstanding,  except as
expressly provided in the Basic Documents,  none of The Chase Manhattan Bank, in
its individual capacity,  The Bank of New York, in its individual capacity,  any
owner  of a  beneficial  interest  in the  Issuer,  or any of  their  respective
partners, beneficiaries, agents, officers, directors, employees or successors or
assigns shall be personally liable for, nor shall recourse be had to any of them
for, the payment of principal or of interest on this Note or performance  of, or
omission to  perform,  any of the  covenants,  obligations  or  indemnifications
contained in the  Indenture.  The  Noteholder  of this Note,  by his  acceptance
hereof, agrees that, except as expressly provided in the Basic Documents, in the
case of an Event of Default under the Indenture,  the  Noteholder  shall have no
claim against any of the foregoing for any deficiency,  loss or claim therefrom;
provided,  however,  that  nothing  contained  herein  shall be taken to prevent
recourse to, and enforcement  against,  the assets of the Issuer for any and all
liabilities,  obligations and undertakings contained in the Indenture or in this
Note.
ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:

                  FOR VALUE RECEIVED,  the undersigned hereby sells, assigns and
transfers unto:

                                    (name and address of assignee)

the within Note and all rights thereunder,  and hereby  irrevocably  constitutes
and appoints  _________________,  attorney,  to transfer  said Note on the books
kept for registration thereof, with full power of substitution in the premises.

Dated:                                                                  */
       --------------------                    -------------------------
                                                     Signature Guaranteed

                                                                        */

*/       NOTICE:  The signature to this assignment must correspond with the name
         of the registered owner as it appears on the face of the within Note in
         every  particular,  without  alteration,   enlargement  or  any  change
         whatever.  Such signature must be guaranteed by an "eligible  guarantor
         institution"  meeting the  requirements  of the Note  Registrar,  which
         requirements include membership or participation in STAMP or such other
         "signature  guarantee  program"  as  may  be  determined  by  the  Note
         Registrar  in  addition  to,  or in  substitution  for,  STAMP,  all in
         accordance with the Securities Exchange Act of 1934, as amended.
EXHIBIT A-5

                            [FORM OF CLASS A-5 NOTE]

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED  REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY,  A NEW YORK CORPORATION  ("DTC"),  TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE  OF DTC (AND ANY  PAYMENT  IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE  OF DTC),  ANY TRANSFER,
PLEDGE  OR OTHER  USE  HEREOF  FOR  VALUE OR  OTHERWISE  BY OR TO ANY  PERSON IS
WRONGFUL  INASMUCH AS THE REGISTERED  OWNER HEREOF,  CEDE & CO., HAS AN INTEREST
HEREIN.

THE  PRINCIPAL  OF THIS NOTE IS PAYABLE 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                                                      $153,000,000

No. R-[ ]                                                  CUSIP NO. [_____]

                       FORD CREDIT AUTO OWNER TRUST 2000-D

                       CLASS A-5 7.15% ASSET BACKED NOTES

                  Ford  Credit  Auto  Owner  Trust  2000-D,   a  business  trust
organized and existing under the laws of the State of Delaware  (herein referred
to as the "Issuer"),  for value received,  hereby promises to pay to CEDE & CO.,
or  registered  assigns,  the  principal  sum of ONE HUNDRED FIFTY THREE MILLION
DOLLARS  payable on each  Distribution  Date in an amount equal to the aggregate
amount,  if any, payable to Noteholders of Class A-5 Notes on such  Distribution
Date in respect of  principal on the Class A-5 Notes  pursuant to the  Indenture
dated  as of July 1,  2000  (as  from  time to  time  amended,  supplemented  or
otherwise modified and in effect,  the "Indenture"),  between the Issuer and The
Chase  Manhattan  Bank, a New York  corporation,  as Indenture  Trustee (in such
capacity the "Indenture Trustee");  provided, however, that the entire principal
amount of this Note shall be payable on the January 2003  Distribution Date (the
"Targeted  Scheduled  Distribution  Date")  to the  extent  of  funds  available
therefor  pursuant to the Indenture and the entire  unpaid  principal  amount of
this Note shall be due and payable on the January  2005  Distribution  Date (the
"Class A-5 Final Scheduled  Distribution Date") and the Redemption Date, if any,
pursuant  to  Section  10.1 of the  Indenture.  Capitalized  terms  used but not
defined  herein are defined in Article I of the  Indenture,  which also contains
rules as to construction that shall be applicable herein.
The  Issuer  shall pay  interest  on this Note at the rate per
annum shown above on each  Distribution Date until the principal of this Note is
paid  or made  available  for  payment  on the  principal  amount  of this  Note
outstanding  on the  preceding  Distribution  Date (after  giving  effect to all
payments of  principal  made on the  preceding  Distribution  Date),  subject to
certain limitations contained in Section 3.1 of the Indenture.  Interest on this
Note will accrue for each Distribution Date from and including the fifteenth day
of the calendar month  immediately  preceding such Distribution Date (or, in the
case of the initial  Distribution  Date, from the Closing Date) to but excluding
the fifteenth day of the following calendar month.  Interest will be computed on
the basis of a 360-day  year of twelve  30-day  months.  Such  principal  of and
interest  on this Note  shall be paid in the  manner  specified  on the  reverse
hereof.  "Distribution  Date" means the fifteenth day of each month,  or, if any
such day is not a Business Day, the next  succeeding  Business  Day,  commencing
August 15, 2000.

                  The principal of and interest on this Note are payable in such
coin or  currency  of the United  States of America as at the time of payment is
legal tender for payment of public and private  debts.  All payments made by the
Issuer  with  respect to this Note shall be applied  first to  interest  due and
payable on this Note as provided above and then to the unpaid  principal of this
Note.

                  Reference is made to the further  provisions  of this Note set
forth on the reverse  hereof,  which shall have the same effect as though  fully
set forth on the face of this Note.

                  Unless  the  certificate  of  authentication  hereon  has been
executed by the Indenture  Trustee whose name appears below by manual signature,
this Note shall not be entitled to any benefit under the  Indenture  referred to
on the reverse hereof, or be valid or obligatory for any purpose.

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]
IN WITNESS  WHEREOF,  the Issuer has caused this instrument to
be signed,  manually or in facsimile,  by its Authorized Officer, as of the date
set forth below.

Date: July 26, 2000

                                  FORD CREDIT AUTO OWNER TRUST 2000-D

                                  By:    THE BANK OF NEW YORK,
                                         not in its individual capacity but
                                         solely as Owner Trustee of Ford
                                         Credit Auto Owner Trust 2000-D

                                  By:
                                         Authorized Officer

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Class  A-5 Notes  designated  above  and  referred  to in the
within-mentioned Indenture.

Date: July 26, 2000

                                  THE CHASE MANHATTAN BANK,
                                  not in its individual capacity but
                                  solely as Indenture Trustee

                              By:
                                         Authorized Officer
[REVERSE OF NOTE]

                  This  Note is one of a duly  authorized  issue of Notes of the
Issuer,  designated  as its Class A-5 7.15% Asset  Backed  Notes (the "Class A-5
Notes")  which,  together with the Issuer's  Class A-1 7.008% Asset Backed Notes
(the  "Class A-1  Notes"),  Class A-2 7.06% Asset  Backed  Notes (the "Class A-2
Notes"),  Class A-3 7.15% Asset Backed Notes (the "Class A-3 Notes"),  Class A-4
7.13% Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1
Notes,  the Class A-2 Notes,  the Class A-3 Notes and the Class A-5  Notes,  the
"Class A Notes"),  the Floating Rate Asset Backed  Variable Pay Term Notes to be
issued by the Issuer  from time to time (the  "VPTNs")  and Class B 7.40%  Asset
Backed Notes (the "Class B Notes" and,  together  with the Class A Notes and the
VPTNs, 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 the terms of the
Indenture.

                  The  Class  A-5  Notes  are and will be  equally  and  ratably
secured by the  collateral  pledged as  security  therefor  as  provided  in the
Indenture.

                  As described on the face hereof,  the entire unpaid  principal
amount of this Note  shall be due and  payable  on the  earlier of the Class A-5
Final Scheduled  Distribution  Date and the Redemption Date, if any, pursuant to
Section 10.1 of the Indenture.  Notwithstanding the foregoing, the entire unpaid
principal  amount of the Notes  shall be due and payable on the date on which an
Event of Default shall have occurred and be continuing and the Indenture Trustee
or the Noteholders of Notes evidencing not less than a majority of the principal
amount of the  Controlling  Note Class have declared the Notes to be immediately
due and  payable in the manner  provided in Section  5.2 of the  Indenture.  All
principal  payments  on the  Class  A-5  Notes  shall  be made  pro  rata to the
Noteholders entitled thereto.
Payments of interest on this Note on each  Distribution  Date,
together with the  installment  of principal,  if any, to the extent not in full
payment of this  Note,  shall be made to the  Person  whose name  appears as the
Registered Noteholder of the Note (or one or more Predecessor Notes) on the Note
Register as of the close of business on each Record Date either by wire transfer
in immediately  available  funds, to the account of such Noteholder at a bank or
other entity having appropriate  facilities  therefor,  if such Noteholder shall
have provided to the Note Registrar  appropriate  written  instructions at least
five (5) Business  Days prior to such  Distribution  Date and such  Noteholder's
Notes in the aggregate evidence a denomination of not less than $1,000,000,  or,
if not, by check mailed first-class  postage prepaid to such Person's address as
it appears on the Note  Register  on such Record  Date;  provided  that,  unless
Definitive  Notes  have  been  issued  to Note  Owners,  with  respect  to Notes
registered on the Record Date in the name of the nominee of the Clearing  Agency
(initially,  such  nominee  to be  Cede &  Co.),  payments  will be made by wire
transfer  in  immediately  available  funds to the  account  designated  by such
nominee.  Such  payments  will be  made  without  requiring  that  this  Note be
submitted for notation of payment. Any reduction in the principal amount of this
Note (or any one or more Predecessor Notes) effected by any payments made on any
Distribution Date shall be binding upon all future  Noteholders of this Note and
of any Note  issued  upon the  registration  of  transfer  hereof or in exchange
hereof or in lieu hereof,  whether or not noted hereon. If funds are expected to
be  available,  as  provided in the  Indenture,  for payment in full of the then
remaining unpaid principal amount of this Note on a Distribution  Date, then the
Indenture Trustee,  in the name of and on behalf of the Issuer,  will notify the
Person who was the Registered  Noteholder hereof as of the Record Date preceding
such  Distribution  Date by notice mailed or transmitted  by facsimile  prior to
such  Distribution  Date,  and the amount then due and payable  shall be payable
only upon  presentation  and surrender of this Note at the  Indenture  Trustee's
principal  Corporate  Trust Office or at the office of the  Indenture  Trustee's
agent appointed for such purposes located in The City of New York.

                  The  Issuer  shall pay  interest  on overdue  installments  of
interest at the Class A-5 Rate to the extent lawful.

                  As provided in the  Indenture,  the Notes may be redeemed,  in
whole  but  not in  part,  in the  manner  and to the  extent  described  in the
Indenture and the Sale and Servicing Agreement.

                  The  transfer of this Note is subject to the  restrictions  on
transfer  specified on the face hereof and to the other limitations set forth in
the Indenture. Subject to the satisfaction of such restrictions and limitations,
the transfer of this Note may be registered on the Note Register upon  surrender
of this Note for registration of transfer at the office or agency  designated by
the Issuer  pursuant to the  Indenture,  duly endorsed by, or  accompanied  by a
written  instrument of transfer in form  satisfactory  to the Indenture  Trustee
duly  executed by, the  Noteholder  hereof or such  Noteholder's  attorney  duly
authorized in writing,  with such signature guaranteed by an "eligible guarantor
institution"  meeting the requirements of the Note Registrar,  and thereupon one
or more new Notes of the same Class in authorized  denominations and in the same
aggregate  principal  amount  will be issued  to the  designated  transferee  or
transferees.  No service charge will be charged for any registration of transfer
or  exchange  of this Note,  but the  transferor  may be  required  to pay a sum
sufficient to cover any tax or other governmental  charge that may be imposed in
connection with any such registration of transfer or exchange.
Each Noteholder or Note Owner, by its acceptance of a Note or,
in the case of a Note Owner,  a  beneficial  interest in a Note,  covenants  and
agrees that no recourse may be taken,  directly or  indirectly,  with respect to
the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any  certificate  or other writing  delivered in
connection  therewith,  against (i) the Indenture  Trustee or the Owner Trustee,
each in its individual capacity,  (ii) any owner of a beneficial interest in the
Issuer or (iii) any partner,  owner,  beneficiary,  agent, officer,  director or
employee of the Indenture  Trustee or the Owner Trustee,  each in its individual
capacity,  any holder of a beneficial  interest in the Issuer, the Owner Trustee
or the Indenture  Trustee or of any successor or assign of the Indenture Trustee
or the Owner Trustee, each in its individual capacity, except as any such Person
may have expressly agreed and except that any such partner, owner or beneficiary
shall be fully liable,  to the extent provided by applicable law, for any unpaid
consideration for stock,  unpaid capital  contribution for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.

                  Each  Noteholder or Note Owner, by acceptance of a Note or, in
the case of a Note Owner, a beneficial interest in a Note,  covenants and agrees
by accepting  the benefits of the Indenture  that such  Noteholder or Note Owner
will not at any time institute  against the Seller,  the General  Partner or the
Issuer,  or join in any institution  against the Seller,  the General Partner or
the  Issuer of,  any  bankruptcy,  reorganization,  arrangement,  insolvency  or
liquidation  proceedings  under any United States federal or State bankruptcy or
similar  law in  connection  with any  obligations  relating  to the Notes,  the
Indenture or the other Basic Documents.

                  The Issuer has  entered  into the  Indenture  and this Note is
issued  with the  intention  that,  for  federal,  State and local  income,  and
franchise tax  purposes,  the Notes will qualify as  indebtedness  of the Issuer
secured by the Indenture Trust Estate.  Each Noteholder,  by its acceptance of a
Note (and each Note Owner by its acceptance of a beneficial interest in a Note),
will be deemed to agree to treat the Notes for federal,  State and local income,
single business and franchise tax purposes as indebtedness of the Issuer.

                  Prior to the due presentment  for  registration of transfer of
this Note, the Issuer,  the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may treat the Person in whose name this Note (as of the day of
determination  or as of such other date as may be specified in the Indenture) is
registered  as the owner  hereof for all  purposes,  whether or not this Note be
overdue,  and none of the Issuer,  the Indenture Trustee or any such agent shall
be affected by notice to the contrary.
The Indenture permits,  with certain exceptions  requiring the
consent of all Noteholders  affected thereby as therein provided,  the amendment
thereof and the modification of the rights and obligations of the Issuer and the
rights of the Noteholders under the Indenture at any time by the Issuer with the
consent of the  Noteholders of Notes  evidencing not less than a majority of the
principal  amount of the principal  amount of the  Controlling  Note Class.  The
Indenture also permits the Indenture Trustee to amend or waive certain terms and
conditions  set forth in the  Indenture  without the consent of the  Noteholders
provided certain conditions are satisfied.  In addition,  the Indenture contains
provisions  permitting the Noteholders of Notes evidencing specified percentages
of the principal  amount of the Notes  Outstanding  or of the  Controlling  Note
Class,  on behalf of all  Noteholders,  to waive  compliance  by the Issuer with
certain  provisions  of the  Indenture  and  certain  past  defaults  under  the
Indenture and their  consequences.  Any such consent or waiver by the Noteholder
of this Note (or any one or more  Predecessor  Notes)  shall be  conclusive  and
binding upon such Noteholder and upon all future Noteholders of this Note and of
any Note issued upon the  registration  of transfer hereof or in exchange hereof
or in lieu hereof whether or not notation of such consent or waiver is made upon
this Note.

                  The  term  "Issuer",  as  used  in  this  Note,  includes  any
successor to the Issuer under the Indenture.

                  The  Issuer  is  permitted  by the  Indenture,  under  certain
circumstances,  to merge or consolidate,  subject to the rights of the Indenture
Trustee and the Noteholders under the Indenture.

                  The   Notes  are   issuable   only  in   registered   form  in
denominations  of $1,000  and  integral  multiples  thereof as  provided  in the
Indenture, subject to certain limitations therein set forth.

                  This  Note  and  the  Indenture  shall  be  governed  by,  and
construed  in  accordance  with  the  laws of the  State  of New  York,  without
reference to its conflicts of law provisions.

                  No reference herein to the Indenture, and no provision of this
Note or of the  Indenture,  shall alter or impair the  obligation of the Issuer,
which is absolute  and  unconditional,  to pay the  principal of and interest on
this  Note at the  times,  place and rate,  and in the coin or  currency  herein
prescribed.
Anything  herein to the  contrary  notwithstanding,  except as
expressly provided in the Basic Documents,  none of The Chase Manhattan Bank, in
its individual capacity,  The Bank of New York, in its individual capacity,  any
owner  of a  beneficial  interest  in the  Issuer,  or any of  their  respective
partners, beneficiaries, agents, officers, directors, employees or successors or
assigns shall be personally liable for, nor shall recourse be had to any of them
for, the payment of principal or of interest on this Note or performance  of, or
omission to  perform,  any of the  covenants,  obligations  or  indemnifications
contained in the  Indenture.  The  Noteholder  of this Note,  by his  acceptance
hereof, agrees that, except as expressly provided in the Basic Documents, in the
case of an Event of Default under the Indenture,  the  Noteholder  shall have no
claim against any of the foregoing for any deficiency,  loss or claim therefrom;
provided,  however,  that  nothing  contained  herein  shall be taken to prevent
recourse to, and enforcement  against,  the assets of the Issuer for any and all
liabilities,  obligations and undertakings contained in the Indenture or in this
Note.
ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:

                  FOR VALUE RECEIVED,  the undersigned hereby sells, assigns and
transfers unto:

                                    (name and address of assignee)

the within Note and all rights thereunder,  and hereby  irrevocably  constitutes
and appoints  _________________,  attorney,  to transfer  said Note on the books
kept for registration thereof, with full power of substitution in the premises.

Dated:                                                                  */
       --------------------                    -------------------------
                                                     Signature Guaranteed

                                                                       */

*/       NOTICE:  The signature to this assignment must correspond with the name
         of the registered owner as it appears on the face of the within Note in
         every  particular,  without  alteration,   enlargement  or  any  change
         whatever.  Such signature must be guaranteed by an "eligible  guarantor
         institution"  meeting the  requirements  of the Note  Registrar,  which
         requirements include membership or participation in STAMP or such other
         "signature  guarantee  program"  as  may  be  determined  by  the  Note
         Registrar  in  addition  to,  or in  substitution  for,  STAMP,  all in
         accordance with the Securities Exchange Act of 1934, as amended.
EXHIBIT B

                             [FORM OF CLASS B NOTE]

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED  REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY,  A NEW YORK CORPORATION  ("DTC"),  TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE  OF DTC (AND ANY  PAYMENT  IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED  REPRESENTATIVE  OF DTC),  ANY TRANSFER,
PLEDGE  OR OTHER  USE  HEREOF  FOR  VALUE OR  OTHERWISE  BY OR TO ANY  PERSON IS
WRONGFUL  INASMUCH AS THE REGISTERED  OWNER HEREOF,  CEDE & CO., HAS AN INTEREST
HEREIN.

THE  PRINCIPAL  OF THIS NOTE IS PAYABLE 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                                                      $72,724,000

No. R-[ ]                                                 CUSIP NO. [_____]

                       FORD CREDIT AUTO OWNER TRUST 2000-D

                        CLASS B 7.40% ASSET BACKED NOTES
Ford  Credit  Auto  Owner  Trust  2000-D,   a  business  trust
organized and existing under the laws of the State of Delaware  (herein referred
to as the "Issuer"),  for value received,  hereby promises to pay to CEDE & CO.,
or  registered  assigns,  the principal sum of SEVENTY TWO MILLION SEVEN HUNDRED
TWENTY FOUR  THOUSAND  DOLLARS  payable on each  Distribution  Date in an amount
equal to the aggregate  amount,  if any, payable to Noteholders of Class B Notes
on such  Distribution Date in respect of principal on the Class B Notes pursuant
to the  Indenture  dated  as of July 1,  2000  (as  from  time to time  amended,
supplemented or otherwise modified and in effect, the "Indenture"),  between the
Issuer  and The Chase  Manhattan  Bank,  a New York  corporation,  as  Indenture
Trustee (in such capacity the "Indenture Trustee");  provided, however, that the
entire  unpaid  principal  amount of this Note  shall be due and  payable on the
earlier  of the  April  2005  Distribution  Date (the  "Class B Final  Scheduled
Distribution Date") and the Redemption Date, if any, pursuant to Section 10.1 of
the  Indenture.  Capitalized  terms used but not  defined  herein are defined in
Article I of the Indenture,  which also contains rules as to  construction  that
shall be applicable herein.

                  The  Issuer  shall pay  interest  on this Note at the rate per
annum shown above on each  Distribution Date until the principal of this Note is
paid  or made  available  for  payment  on the  principal  amount  of this  Note
outstanding  on the  preceding  Distribution  Date (after  giving  effect to all
payments of  principal  made on the  preceding  Distribution  Date),  subject to
certain limitations contained in Section 3.1 of the Indenture.  Interest on this
Note will accrue for each Distribution Date from and including the fifteenth day
of the calendar month  immediately  preceding such Distribution Date (or, in the
case of the initial  Distribution  Date, from the Closing Date) to but excluding
the fifteenth day of the following calendar month.  Interest will be computed on
the basis of a 360-day  year of twelve  30-day  months.  Such  principal  of and
interest  on this Note  shall be paid in the  manner  specified  on the  reverse
hereof.  "Distribution  Date" means the fifteenth day of each month,  or, if any
such day is not a Business Day, the next  succeeding  Business  Day,  commencing
August 15, 2000.

                  The principal of and interest on this Note are payable in such
coin or  currency  of the United  States of America as at the time of payment is
legal tender for payment of public and private  debts.  All payments made by the
Issuer  with  respect to this Note shall be applied  first to  interest  due and
payable on this Note as provided above and then to the unpaid  principal of this
Note.

                  Reference is made to the further  provisions  of this Note set
forth on the reverse  hereof,  which shall have the same effect as though  fully
set forth on the face of this Note.

                  Unless  the  certificate  of  authentication  hereon  has been
executed by the Indenture  Trustee whose name appears below by manual signature,
this Note shall not be entitled to any benefit under the  Indenture  referred to
on the reverse hereof, or be valid or obligatory for any purpose.

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]
IN WITNESS  WHEREOF,  the Issuer has caused this instrument to
be signed,  manually or in facsimile,  by its Authorized Officer, as of the date
set forth below.

Date: July 26, 2000

                                  FORD CREDIT AUTO OWNER TRUST 2000-D

                                  By:    THE BANK OF NEW YORK,
                                         not in its individual capacity but
                                         solely as Owner Trustee of Ford
                                         Credit Auto Owner Trust 2000-D

                                  By:
                                         Authorized Officer

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This  is one of the  Class B  Notes  designated  above  and  referred  to in the
within-mentioned Indenture.

Date: July 26, 2000

                                  THE CHASE MANHATTAN BANK,
                                  not in its individual capacity but
                                  solely as Indenture Trustee

                              By

                                         Authorized Officer
[REVERSE OF NOTE]

                  This  Note is one of a duly  authorized  issue of Notes of the
Issuer,  designated as its Class B 7.40% Asset Backed Notes (the "Class B Notes"
and,  together with the Class A Notes and VPTNs referred to below,  the "Notes")
which,  together  with the  Issuer's  Class A-1 7.008%  Asset  Backed Notes (the
"Class A-1 Notes"),  Class A-2 7.06% Asset Backed Notes (the "Class A-2 Notes"),
Class A-3 7.15%  Asset  Backed  Notes (the "Class A-3  Notes"),  Class A-4 7.13%
Asset  Backed  Notes (the "Class A-4  Notes")  and Class A-5 7.15% Asset  Backed
Notes (the "Class A-5 Notes" and,  together with the Class A-1 Notes,  the Class
A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the "Class A Notes") and
the  Floating  Rate  Asset  Backed  Variable  Pay Term Notes to be issued by the
Issuer from time to time (the "VPTNs"), 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 the terms of
the Indenture.

                  The Class B Notes are and will be equally and ratably  secured
by the collateral pledged as security therefor as provided in the Indenture. The
holder of this Class B Note  acknowledges  and agrees that its rights to receive
payments in respect of this Note are  subordinated  to the rights of the Class A
Noteholders,  the VPTN Noteholders and the Swap Counterparty as described in the
Sale and Servicing Agreement and Indenture.

                  Principal  of the  Class  B  Notes  will  be  payable  on each
Distribution Date in an amount described on the face hereof.

                  As described on the face hereof,  the entire unpaid  principal
amount of this Note shall be due and payable on the earlier of the Class B Final
Scheduled Distribution Date and the Redemption Date, if any, pursuant to Section
10.1  of  the  Indenture.  Notwithstanding  the  foregoing,  the  entire  unpaid
principal  amount of the Notes  shall be due and payable on the date on which an
Event of Default shall have occurred and be continuing and the Indenture Trustee
or the Noteholders of Notes evidencing not less than a majority of the principal
amount of the  Controlling  Note Class have declared the Notes to be immediately
due and  payable in the manner  provided in Section  5.2 of the  Indenture.  All
principal  payments  on the  Class  B  Notes  shall  be  made  pro  rata  to the
Noteholders entitled thereto.
Payments of interest on this Note on each  Distribution  Date,
together with the  installment  of principal,  if any, to the extent not in full
payment of this  Note,  shall be made to the  Person  whose name  appears as the
Registered Noteholder of the Note (or one or more Predecessor Notes) on the Note
Register as of the close of business on each Record Date either by wire transfer
in immediately  available  funds, to the account of such Noteholder at a bank or
other entity having appropriate  facilities  therefor,  if such Noteholder shall
have provided to the Note Registrar  appropriate  written  instructions at least
five (5) Business  Days prior to such  Distribution  Date and such  Noteholder's
Notes in the aggregate evidence a denomination of not less than $1,000,000,  or,
if not, by check mailed first-class  postage prepaid to such Person's address as
it appears on the Note  Register  on such Record  Date;  provided  that,  unless
Definitive  Notes  have  been  issued  to Note  Owners,  with  respect  to Notes
registered on the Record Date in the name of the nominee of the Clearing  Agency
(initially,  such  nominee  to be  Cede &  Co.),  payments  will be made by wire
transfer  in  immediately  available  funds to the  account  designated  by such
nominee.  Such  payments  will be  made  without  requiring  that  this  Note be
submitted for notation of payment. Any reduction in the principal amount of this
Note (or any one or more Predecessor Notes) effected by any payments made on any
Distribution Date shall be binding upon all future  Noteholders of this Note and
of any Note  issued  upon the  registration  of  transfer  hereof or in exchange
hereof or in lieu hereof,  whether or not noted hereon. If funds are expected to
be  available,  as  provided in the  Indenture,  for payment in full of the then
remaining unpaid principal amount of this Note on a Distribution  Date, then the
Indenture Trustee,  in the name of and on behalf of the Issuer,  will notify the
Person who was the Registered  Noteholder hereof as of the Record Date preceding
such  Distribution  Date by notice mailed or transmitted  by facsimile  prior to
such  Distribution  Date,  and the amount then due and payable  shall be payable
only upon  presentation  and surrender of this Note at the  Indenture  Trustee's
principal  Corporate  Trust Office or at the office of the  Indenture  Trustee's
agent appointed for such purposes located in The City of New York.

                  The  Issuer  shall pay  interest  on overdue  installments  of
interest at the Class B Rate to the extent lawful.

                  As provided in the  Indenture,  the Notes may be redeemed,  in
whole  but  not in  part,  in the  manner  and to the  extent  described  in the
Indenture and the Sale and Servicing Agreement.
The  transfer of this Note is subject to the  restrictions  on
transfer  specified on the face hereof and to the other limitations set forth in
the Indenture. Subject to the satisfaction of such restrictions and limitations,
the transfer of this Note may be registered on the Note Register upon  surrender
of this Note for registration of transfer at the office or agency  designated by
the Issuer  pursuant to the  Indenture,  duly endorsed by, or  accompanied  by a
written  instrument of transfer in form  satisfactory  to the Indenture  Trustee
duly  executed by, the  Noteholder  hereof or such  Noteholder's  attorney  duly
authorized in writing,  with such signature guaranteed by an "eligible guarantor
institution"  meeting the requirements of the Note Registrar,  and thereupon one
or more new Notes of the same Class in authorized  denominations and in the same
aggregate  principal  amount  will be issued  to the  designated  transferee  or
transferees.  No service charge will be charged for any registration of transfer
or  exchange  of this Note,  but the  transferor  may be  required  to pay a sum
sufficient to cover any tax or other governmental  charge that may be imposed in
connection with any such registration of transfer or exchange.

                  Each Noteholder or Note Owner, by its acceptance of a Note or,
in the case of a Note Owner,  a  beneficial  interest in a Note,  covenants  and
agrees that no recourse may be taken,  directly or  indirectly,  with respect to
the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any  certificate  or other writing  delivered in
connection  therewith,  against (i) the Indenture  Trustee or the Owner Trustee,
each in its individual capacity,  (ii) any owner of a beneficial interest in the
Issuer or (iii) any partner,  owner,  beneficiary,  agent, officer,  director or
employee of the Indenture  Trustee or the Owner Trustee,  each in its individual
capacity,  any holder of a beneficial  interest in the Issuer, the Owner Trustee
or the Indenture  Trustee or of any successor or assign of the Indenture Trustee
or the Owner Trustee, each in its individual capacity, except as any such Person
may have expressly agreed and except that any such partner, owner or beneficiary
shall be fully liable,  to the extent provided by applicable law, for any unpaid
consideration for stock,  unpaid capital  contribution for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.

                  Each  Noteholder or Note Owner, by acceptance of a Note or, in
the case of a Note Owner, a beneficial interest in a Note,  covenants and agrees
by accepting  the benefits of the Indenture  that such  Noteholder or Note Owner
will not at any time institute  against the Seller,  the General  Partner or the
Issuer,  or join in any institution  against the Seller,  the General Partner or
the  Issuer of,  any  bankruptcy,  reorganization,  arrangement,  insolvency  or
liquidation  proceedings  under any United States federal or State bankruptcy or
similar  law in  connection  with any  obligations  relating  to the Notes,  the
Indenture or the other Basic Documents.

                  The Issuer has  entered  into the  Indenture  and this Note is
issued  with the  intention  that,  for  federal,  State and local  income,  and
franchise tax  purposes,  the Notes will qualify as  indebtedness  of the Issuer
secured by the Indenture Trust Estate.  Each Noteholder,  by its acceptance of a
Note (and each Note Owner by its acceptance of a beneficial interest in a Note),
will be deemed to agree to treat the Notes for federal,  State and local income,
single business and franchise tax purposes as indebtedness of the Issuer.

                  Prior to the due presentment  for  registration of transfer of
this Note, the Issuer,  the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may treat the Person in whose name this Note (as of the day of
determination  or as of such other date as may be specified in the Indenture) is
registered  as the owner  hereof for all  purposes,  whether or not this Note be
overdue,  and none of the Issuer,  the Indenture Trustee or any such agent shall
be affected by notice to the contrary.
The Indenture permits,  with certain exceptions  requiring the
consent of all Noteholders  affected thereby as therein provided,  the amendment
thereof and the modification of the rights and obligations of the Issuer and the
rights of the Noteholders under the Indenture at any time by the Issuer with the
consent of the  Noteholders of Notes  evidencing not less than a majority of the
principal  amount of the Controlling  Note Class. The Indenture also permits the
Indenture  Trustee to amend or waive certain terms and  conditions  set forth in
the Indenture without the consent of the Noteholders provided certain conditions
are satisfied.  In addition,  the Indenture contains  provisions  permitting the
Noteholders of Notes evidencing specified percentages of the principal amount of
the  Notes  Outstanding  or of the  Controlling  Note  Class,  on  behalf of all
Noteholders,  to waive  compliance by the Issuer with certain  provisions of the
Indenture and certain past defaults under the Indenture and their  consequences.
Any such  consent or waiver by the  Noteholder  of this Note (or any one or more
Predecessor Notes) shall be conclusive and binding upon such Noteholder and upon
all future Noteholders of this Note and of any Note issued upon the registration
of  transfer  hereof or in  exchange  hereof or in lieu  hereof  whether  or not
notation of such consent or waiver is made upon this Note.

                  The  term  "Issuer",  as  used  in  this  Note,  includes  any
successor to the Issuer under the Indenture.

                  The  Issuer  is  permitted  by the  Indenture,  under  certain
circumstances,  to merge or consolidate,  subject to the rights of the Indenture
Trustee and the Noteholders under the Indenture.

                  The   Notes  are   issuable   only  in   registered   form  in
denominations  of $1,000  and  integral  multiples  thereof as  provided  in the
Indenture, subject to certain limitations therein set forth.

                  This  Note  and  the  Indenture  shall  be  governed  by,  and
construed  in  accordance  with  the  laws of the  State  of New  York,  without
reference to its conflicts of law provisions.

                  No reference herein to the Indenture, and no provision of this
Note or of the  Indenture,  shall alter or impair the  obligation of the Issuer,
which is absolute  and  unconditional,  to pay the  principal of and interest on
this  Note at the  times,  place and rate,  and in the coin or  currency  herein
prescribed.
Anything  herein to the  contrary  notwithstanding,  except as
expressly provided in the Basic Documents,  none of The Chase Manhattan Bank, in
its individual capacity,  The Bank of New York, in its individual capacity,  any
owner  of a  beneficial  interest  in the  Issuer,  or any of  their  respective
partners, beneficiaries, agents, officers, directors, employees or successors or
assigns shall be personally liable for, nor shall recourse be had to any of them
for, the payment of principal or of interest on this Note or performance  of, or
omission to  perform,  any of the  covenants,  obligations  or  indemnifications
contained in the  Indenture.  The  Noteholder  of this Note,  by his  acceptance
hereof, agrees that, except as expressly provided in the Basic Documents, in the
case of an Event of Default under the Indenture,  the  Noteholder  shall have no
claim against any of the foregoing for any deficiency,  loss or claim therefrom;
provided,  however,  that  nothing  contained  herein  shall be taken to prevent
recourse to, and enforcement  against,  the assets of the Issuer for any and all
liabilities,  obligations and undertakings contained in the Indenture or in this
Note.
ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee:

                  FOR VALUE RECEIVED,  the undersigned hereby sells, assigns and
transfers unto:

                                    (name and address of assignee)

the within Note and all rights thereunder,  and hereby  irrevocably  constitutes
and appoints  _________________,  attorney,  to transfer  said Note on the books
kept for registration thereof, with full power of substitution in the premises.

Dated:                                                                  */
       --------------------                    -------------------------
                                                     Signature Guaranteed

                                                                        */

*/       NOTICE:  The signature to this assignment must correspond with the name
         of the registered owner as it appears on the face of the within Note in
         every  particular,  without  alteration,   enlargement  or  any  change
         whatever.  Such signature must be guaranteed by an "eligible  guarantor
         institution"  meeting the  requirements  of the Note  Registrar,  which
         requirements include membership or participation in STAMP or such other
         "signature  guarantee  program"  as  may  be  determined  by  the  Note
         Registrar  in  addition  to,  or in  substitution  for,  STAMP,  all in
         accordance with the Securities Exchange Act of 1934, as amended.
EXHIBIT VPTN

                        [FORM OF VARIABLE PAY TERM NOTE]

THIS  VARIABLE PAY TERM NOTE HAS NOT BEEN AND WILL NOT BE  REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"),  OR UNDER ANY STATE
SECURITIES OR BLUE SKY LAW OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF,
BY PURCHASING  THIS  VARIABLE PAY TERM NOTE,  AGREES THAT THIS VARIABLE PAY TERM
NOTE  MAY BE  REOFFERED,  RESOLD,  PLEDGED  OR  OTHERWISE  TRANSFERRED  ONLY  IN
COMPLIANCE  WITH THE  SECURITIES  ACT AND OTHER  APPLICABLE  LAWS,  AND ONLY (1)
PURSUANT TO RULE 144A UNDER THE  SECURITIES  ACT ("RULE  144A") TO A PERSON THAT
THE HOLDER REASONABLY  BELIEVES IS A QUALIFIED  INSTITUTIONAL  BUYER, WITHIN THE
MEANING  OF RULE  144A (A  "QIB"),  PURCHASING  FOR ITS OWN  ACCOUNT  OR FOR THE
ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED,  IN EACH CASE, THAT THE REOFFER,
RESALE,  PLEDGE,  OR OTHER  TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2)
PURSUANT  TO AN  EXEMPTION  FROM  REGISTRATION  PROVIDED  BY RULE 144  UNDER THE
SECURITIES ACT (IF AVAILABLE),  SUBJECT TO THE RECEIPT BY THE INDENTURE  TRUSTEE
AND THE VARIABLE  PAY TERM NOTE  REGISTRAR OF SUCH  EVIDENCE  ACCEPTABLE  TO THE
INDENTURE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE
WITH THE  SECURITIES  ACT AND OTHER  APPLICABLE  LAWS,  (3) TO AN  INSTITUTIONAL
"ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE 501(a)(1),  (2), (3) OR
(7) OF  REGULATION D UNDER THE  SECURITIES  ACT PURSUANT TO ANY OTHER  EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE RECEIPT
BY THE  INDENTURE  TRUSTEE  AND  THE  NOTE  REGISTRAR  OF  SUCH  OTHER  EVIDENCE
ACCEPTABLE  TO THE  INDENTURE  TRUSTEE  THAT  SUCH  REOFFER,  RESALE,  PLEDGE OR
TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER  APPLICABLE LAWS, OR
(4) TO THE  SELLER  OR ITS  AFFILIATES,  IN EACH  CASE IN  ACCORDANCE  WITH  ALL
APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES AND BLUE SKY LAWS
OF THE STATES OF THE UNITED STATES.

THE PRINCIPAL OF THIS VARIABLE PAY TERM NOTE IS PAYABLE IN  INSTALLMENTS  AS SET
FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS VARIABLE PAY
TERM NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
No. R-[___]                                                           $[      ]
                                                             CUSIP NO. [      ]

                       FORD CREDIT AUTO OWNER TRUST 2000-D

                FLOATING RATE ASSET BACKED VARIABLE PAY TERM NOTE

                  Ford  Credit  Auto  Owner  Trust  2000-D,   a  business  trust
organized and existing under the laws of the State of Delaware  (herein referred
to as the "Issuer"), for value received, hereby promises to pay to [__________],
or registered assigns,  the principal sum of [_________] MILLION DOLLARS payable
on  each  Distribution  Date  in an  amount  equal  to the  result  obtained  by
multiplying (i) a fraction, the numerator of which is [__________] (the original
face  amount of this Note) and the  denominator  of which is  [__________]  (the
aggregate  principal  amount of the VPTN on the original  issuance  date of this
VPTN) by (ii) the aggregate  amount,  if any, payable to the VPTNs issued on the
original  issuance  date of this VPTN in respect of  principal  pursuant  to the
Indenture  dated as of July 1, 2000 (as from time to time amended,  supplemented
or otherwise  modified and in effect,  the "Indenture"),  between the Issuer and
The Chase Manhattan Bank, a New York corporation,  as Indenture Trustee (in such
capacity  the  "Indenture  Trustee");   provided,  however,  the  entire  unpaid
principal  amount of this Note  shall be due and  payable  on the  January  2005
Distribution  Date  (the  "VPTN  Final  Scheduled  Distribution  Date")  and the
Redemption Date, if any, pursuant to Section 10.1 of the Indenture.  Capitalized
terms used but not  defined  herein are  defined in Article I of the  Indenture,
which also contains rules as to construction that shall be applicable herein.

                  The  Issuer   shall  pay   interest   on  this  VPTN  on  each
Distribution  Date at a rate  equal  to  one-month  LIBOR on the  related  LIBOR
Determination  Date (as defined in the Indenture) plus [___]%.  Interest on this
VPTN will  accrue,  in the case of the first  Distribution  Date  following  the
issuance of the VPTN,  the period from and  including  the issuance  date to and
excluding such Distribution Date and for any other Distribution Date, the period
from and  including  the most recent  Distribution  Date to but  excluding  such
Distribution Date. Interest will be computed on the basis of actual days elapsed
and a 360-day year. Such principal of and interest on this VPTN shall be paid in
the manner  specified  on the  reverse  hereof.  "Distribution  Date"  means the
fifteenth day of each month, or, if any such day is not a Business Day, the next
succeeding Business Day, commencing August 15, 2000.

                  The principal of and interest on this VPTN 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 VPTN shall be applied  first to  interest  due and
payable on this VPTN as provided above and then to the unpaid  principal of this
VPTN.
Reference is made to the further  provisions  of this VPTN set
forth on the reverse  hereof,  which shall have the same effect as though  fully
set forth on the face of this VPTN.

                  Unless  the  certificate  of  authentication  hereon  has been
executed by the Indenture  Trustee whose name appears below by manual signature,
this VPTN shall not be entitled to any benefit under the  Indenture  referred to
on the reverse hereof, or be valid or obligatory for any purpose.

               [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]
IN WITNESS  WHEREOF,  the Issuer has caused this instrument to
be signed,  manually or in facsimile,  by its Authorized Officer, as of the date
set forth below.

Date: July 26, 2000

                                  FORD CREDIT AUTO OWNER TRUST 2000-D

                                  By:    THE BANK OF NEW YORK,
                                         not in its individual capacity but
                                         solely as Owner Trustee of Ford
                                         Credit Auto Owner Trust 2000-D

                                  By:
                                         Authorized Officer

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This  is  one  of  the  VPTNs   designated   above  and   referred   to  in  the
within-mentioned Indenture.

Date: July 26, 2000

                                  THE CHASE MANHATTAN BANK,
                                  not in its individual capacity but
                                  solely as Indenture Trustee

                              By:
                                         Authorized Officer
[REVERSE OF NOTE]

                  This  VPTN is one of a duly  authorized  issue of VPTNs of the
Issuer,  designated  as its Floating  Rate Asset Backed  Variable Pay Term Notes
(the "VPTNs")  which,  together with the Issuer's  Class A-1 7.008% Asset Backed
Notes (the "Class A-1  Notes"),  Class A-2 7.06% Asset  Backed Notes (the "Class
A-2 Notes"),  Class A-3 7.15% Asset Backed Notes (the "Class A-3 Notes"),  Class
A-4 7.13%  Asset  Backed  Notes (the "Class A-4  Notes"),  Class A-5 7.15% Asset
Backed Notes (the "Class A-5 Notes" and,  together with the Class A-1 Notes, the
Class A-2  Notes,  the Class A-3  Notes and the Class A-4  Notes,  the  "Class A
Notes") and Class B 7.40% Asset Backed Notes (the "Class B Notes" and,  together
with the  VPTNs  and the  Class A Notes,  the  "Notes"),  are  issued  under the
Indenture,  to which Indenture and all indentures supplemental thereto reference
is  hereby  made  for a  statement  of the  respective  rights  and  obligations
thereunder of the Issuer,  the Indenture Trustee and the Noteholders.  The VPTNs
are subject to all the terms of the Indenture.

                  The VPTNs are and will be equally and  ratably  secured by the
collateral pledged as security therefor as provided in the Indenture.

                  As described on the face hereof,  the entire unpaid  principal
amount  of this  VPTN  shall  be due and  payable  on the VPTN  Final  Scheduled
Distribution Date.  Notwithstanding  the foregoing,  the entire unpaid principal
amount of the VPTNs  shall be due and  payable  on the date on which an Event of
Default shall have occurred and be continuing  and the Indenture  Trustee or the
Noteholders of Notes evidencing not less than a majority of the principal amount
of the Controlling  Note Class have declared the Notes to be immediately due and
payable in the manner  provided in Section 5.2 of the  Indenture.  All principal
payments  on the VPTNs  shall be made  sequentially,  such that no  payments  of
principal  on a VPTN shall be payable  until all earlier  issued VPTNs have been
paid in full.
Payments of interest on this VPTN on each  Distribution  Date,
together with the  installment  of principal,  if any, to the extent not in full
payment of this  VPTN,  shall be made to the  Person  whose name  appears as the
Registered  Noteholder  of the  VPTN on the  Note  Register  as of the  close of
business on each Record Date either by wire  transfer in  immediately  available
funds,  to the  account  of such  Noteholder  at a bank or other  entity  having
appropriate  facilities therefor,  if such Noteholder shall have provided to the
Note Registrar  appropriate written instructions at least five (5) Business Days
prior to such  Distribution  Date and such  Noteholder's  Notes in the aggregate
evidence a denomination of not less than $1,000,000, or, if not, by check mailed
first-class  postage prepaid to such Person's  address as it appears on the Note
Register on such Record Date. Such payments will be made without  requiring that
this VPTN be submitted  for notation of payment.  Any reduction in the principal
amount of this VPTN effected by any payments made on any Distribution Date shall
be binding upon all future  Noteholders of this VPTN and of any VPTN 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 VPTN 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 VPTN 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 VPTN Rate to the extent lawful.

                  As provided in the  Indenture,  the Notes may be redeemed,  in
whole  but  not in  part,  in the  manner  and to the  extent  described  in the
Indenture and the Sale and Servicing Agreement.

                  As provided in the Indenture,  and subject to the restrictions
on  transfer  set  forth  in the  legend  on the  face of this  VPTN  and in the
Indenture, the transfer of this VPTN may be registered on the Note Register upon
surrender  of this VPTN 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  VPTNs  of  the  same  Class  in  authorized
denominations  and in the same aggregate  principal amount will be issued to the
designated transferee or transferees.  No service charge will be charged for any
registration  of transfer or exchange of this VPTN,  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,  by its  acceptance of a VPTN  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
VPTNs 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,  by acceptance of a VPTN covenants and agrees
by accepting the benefits of the Indenture that such  Noteholder will not at any
time institute against the Seller, the General Partner or the Issuer, or join in
any  institution  against the Seller,  the General Partner or the Issuer of, any
bankruptcy,  reorganization,  arrangement, insolvency or liquidation proceedings
under any United States federal or State bankruptcy or similar law in connection
with any  obligations  relating to the Notes,  the  Indenture or the other Basic
Documents.

                  The Issuer has  entered  into the  Indenture  and this VPTN is
issued  with the  intention  that,  for  federal,  State and local  income,  and
franchise tax  purposes,  the VPTNs will qualify as  indebtedness  of the Issuer
secured by the Indenture Trust Estate.  Each Noteholder,  by its acceptance of a
VPTN,  will be deemed to agree to treat the VPTNs 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 VPTN, the Issuer,  the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may treat the Person in whose name this VPTN (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 VPTN be
overdue,  and none of the Issuer,  the Indenture Trustee or any such agent shall
be affected by notice to the contrary.

                  The Indenture permits (with certain  exceptions  requiring the
consent of all  Noteholders  adversely  affected) the  amendment  thereof by the
Issuer and the Indenture Trustee without the consent of the Noteholders provided
certain  conditions  are  satisfied.  The  Indenture  also  contains  provisions
permitting the  Noteholders  of VPTNs  evidencing  specified  percentages of the
principal  amount of the Notes  Outstanding or of the Controlling Note Class, on
behalf of all  Noteholders,  to waive  compliance  by the  Issuer  with  certain
provisions of the  Indenture  and certain past defaults  under the Indenture and
their  consequences.  Any such consent or waiver by the  Noteholder of this VPTN
shall be  conclusive  and  binding  upon  such  Noteholder  and upon all  future
Noteholders  of this  VPTN  and of any VPTN  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 VPTN.
The  term  "Issuer",  as  used  in  this  VPTN,  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   VPTNs  are   issuable   only  in   registered   form  in
denominations  of $100,000 and integral  multiples of $1,000 thereof as provided
in the Indenture, subject to certain limitations therein set forth.

                  This  VPTN  and  the  Indenture  shall  be  governed  by,  and
construed  in  accordance  with  the  laws of the  State  of New  York,  without
reference to its conflicts of law provisions.

                  No reference herein to the Indenture, and no provision of this
VPTN 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  VPTN at the  times,  place and rate,  and in the coin or  currency  herein
prescribed.

                  Anything  herein to the  contrary  notwithstanding,  except as
expressly provided in the Basic Documents,  none of The Chase Manhattan Bank, in
its individual capacity,  The Bank of New York, in its individual capacity,  any
owner  of a  beneficial  interest  in the  Issuer,  or any of  their  respective
partners, beneficiaries, agents, officers, directors, employees or successors or
assigns shall be personally liable for, nor shall recourse be had to any of them
for, the payment of principal or of interest on this VPTN or performance  of, or
omission to  perform,  any of the  covenants,  obligations  or  indemnifications
contained in the  Indenture.  The  Noteholder  of this VPTN,  by his  acceptance
hereof, agrees that, except as expressly provided in the Basic Documents, in the
case of an Event of Default under the Indenture,  the  Noteholder  shall have no
claim against any of the foregoing for any deficiency,  loss or claim therefrom;
provided,  however,  that  nothing  contained  herein  shall be taken to prevent
recourse to, and enforcement  against,  the assets of the Issuer for any and all
liabilities,  obligations and undertakings contained in the Indenture or in this
VPTN.
ASSIGNMENT

Social Security Number 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 VPTN and all rights thereunder,  and hereby  irrevocably  constitutes
and appoints  _________________,  attorney,  to transfer  said VPTN 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 VPTN 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.
Exhibit C

                       [FORM OF NOTE DEPOSITORY AGREEMENT]
Exhibit D

                        FORM OF INVESTMENT LETTER - VPTNs
                          QUALIFIED INSTITUTIONAL BUYER

                                                  [Date]

Ford Credit Auto Owner Trust 2000-D
  as Issuer

The Chase Manhattan Bank
  as Indenture Trustee and
  Note Registrar

450 West 33rd Street
New York, New York 10001

                  Re:      Ford Credit Auto Owner Trust 2000-D
                           Floating Rate Asset Backed Variable Pay Term Notes

Ladies and Gentlemen:

         In connection  with our proposed  purchase of the Floating Asset Backed
Variable  Pay Term Note (the "VPTN") of Ford Credit Auto Owner Trust 2000-D (the
"Issuer"),  a trust  formed  by Ford  Credit  Auto  Receivables  Two  L.P.  (the
"Seller"), we confirm that:

         1. The undersigned agrees to be bound by, and not to resell,  transfer,
assign, participate, pledge or otherwise dispose of (any such act, a "Transfer")
the VPTN except in compliance with, the restrictions and conditions set forth in
the  legend  on the face of the VPTN and under the  Securities  Act of 1933,  as
amended (the "Securities Act").

         2. We understand  that no subsequent  Transfer of the VPTN is permitted
unless we cause our  proposed  transferee  to provide to the Issuer and the Note
Registrar a letter  substantially in the form of this letter or Exhibit D to the
Indenture,  as applicable,  or such other written  statement as the Seller shall
prescribe.

         3. We are a "qualified institutional buyer" (within the meaning of Rule
144A under the  Securities  Act) (a "QIB") and we are acquiring the VPTN for our
own  account or for a single  account  (which is a QIB) as to which we  exercise
sole investment discretion.
4. We  understand  that  any  purported  Transfer  of any  VPTN (or any
interest therein) in contravention of the restrictions and conditions above will
be null and void (each, a "Void  Transfer"),  and the purported  transferee in a
Void Transfer will not be recognized by the Issuer or any other person as a VPTN
Noteholder for any purpose.

         You  are  entitled  to  rely  upon  this  letter  and  are  irrevocably
authorized  to produce this letter or a copy hereof to any  interested  party in
any  administrative or legal proceedings or official inquiry with respect to the
matters covered hereby.

                                         Very truly yours,

                                         By: ______________________________
                                            Name:
                                            Title:

Securities To Be Purchased:
$                           principal amount VPTN
Exhibit E

                        FORM OF INVESTMENT LETTER - VPTNs
                        INSTITUTIONAL ACCREDITED INVESTOR

                                                           [Date]

Ford Credit Auto Owner Trust 2000-D
  as Issuer

The Chase Manhattan Bank
  as Indenture Trustee and
  Note Registrar

450 West 33rd Street
New York, New York 10001

                  Re:      Ford Credit Auto Owner Trust 2000-D
                           Floating Rate Asset Backed Variable Pay Term Notes

Ladies and Gentlemen:

         In connection  with our proposed  purchase of the Floating Asset Backed
Variable  Pay Term Note (the "VPTN") of Ford Credit Auto Owner Trust 2000-D (the
"Issuer"),  a trust  formed  by Ford  Credit  Auto  Receivables  Two  L.P.  (the
"Seller"), we confirm that:

                  1. The  undersigned  agrees to be bound by, and not to resell,
         transfer, assign, participate, pledge or otherwise dispose of (any such
         act, a "Transfer") the VPTN except in compliance with, the restrictions
         and  conditions  set  forth in the  legend  on the face of the VPTN and
         under the Securities Act of 1933, as amended (the "Securities Act").

                  2. We understand  that no  subsequent  Transfer of the VPTN is
         permitted  unless we cause our  proposed  transferee  to provide to the
         Issuer and the Note  Registrar  a letter  substantially  in the form of
         this letter or Exhibit C to the Indenture, as applicable, or such other
         written statement as the Issuer shall prescribe.

                  3.  We  are a  "qualified  institutional  buyer"  (within  the
         meaning  of Rule 144A  under the  Securities  Act) (a "QIB") and we are
         acquiring the VPTN for our own account or for a single  account  (which
         is a QIB) as to which we exercise sole investment discretion.
4. We understand  that any purported  Transfer of any VPTN (or
         any  interest   therein)  in  contravention  of  the  restrictions  and
         conditions above will be null and void (each, a "Void  Transfer"),  and
         the  purported  transferee in a Void Transfer will not be recognized by
         the Issuer or any other person as a VPTN Noteholder for any purpose.

         You  are  entitled  to  rely  upon  this  letter  and  are  irrevocably
authorized  to produce this letter or a copy hereof to any  interested  party in
any  administrative or legal proceedings or official inquiry with respect to the
matters covered hereby.

                                         Very truly yours,

                                         By: ____________________________
                                            Name:
                                            Title:

Securities To Be Purchased:
$                          principal amount of VPTN
Exhibit F

                          FORM OF RULE 144A TRANSFEROR
                               CERTIFICATE - VPTN

                                                                 [Date]

The Chase Manhattan Bank
  as Indenture Trustee and
  Note Registrar

450 West 33rd Street
New York, New York 10001

                  Re:      Ford Credit Auto Owner Trust 2000-D
                           Floating Rate Asset Backed Variable Pay Term Notes

Ladies and Gentlemen:

         This  is to  notify  you as to the  transfer  of $ [*] in  denomination
Floating  Rate Asset  Backed  Variable Pay Term Note (the "VPTN") of Ford Credit
Auto Owner Trust 2000-D (the "Issuer").

         The  undersigned  is the holder of the VPTN and with this notice hereby
deposits with the Indenture  Trustee $[*] in denomination VPTN and requests that
a VPTN of the same class in the same aggregate denomination be issued,  executed
and  authenticated  and registered to the purchaser on  ___________,  200[],  as
specified in the Indenture  dated as of July 1, 2000  relating to the VPTNs,  as
follows:

         Name:                           Denominations:
         Address:
         Taxpayer I.D. No:

         The  undersigned  represents  and  warrants  that the  undersigned  (i)
reasonably  believes  the  purchaser is a  "qualified  institutional  buyer," as
defined in Rule 144A under the  Securities  Act of 1933 (the  "Act"),  (ii) such
purchaser has acquired the VPTN in a transaction effected in accordance with the
exemption from the  registration  requirements of the Act provided by Rule 144A,
(iii) if the  purchaser  has  purchased  the VPTN for an account for which it is
acting as fiduciary or agent,  such account is a qualified  institutional  buyer
and  (iv)  the  purchaser  is  acquiring  VPTN  for  its own  account  or for an
institutional account for which it is acting as fiduciary or agent.
Very truly yours,

                                               [NAME OF VPTN HOLDER]

                                               By: ________________________
                                                  Name:
                                                  Title:

[*] authorized denomination
SCHEDULE A

                             Schedule of Receivables

               [Provided to the Indenture Trustee at the Closing]
APPENDIX A

                              Definitions and Usage
Exhibit 4.2

                              AMENDED AND RESTATED

                                 TRUST AGREEMENT

                                      among

                      FORD CREDIT AUTO RECEIVABLES TWO L.P.

                                  as Depositor,

                        THE BANK OF NEW YORK (DELAWARE),

                               as Delaware Trustee

                                       and

                              THE BANK OF NEW YORK,

                                as Owner Trustee

                            Dated as of July 1, 2000
TABLE OF CONTENTS
Page

ARTICLE I

         DEFINITIONS AND USAGE......................................................................1

ARTICLE II

         ORGANIZATION OF THE TRUST..................................................................1
         SECTION 2.1  Name..........................................................................1
         SECTION 2.2  Offices.......................................................................2
         SECTION 2.3  Purposes and Powers...........................................................2
         SECTION 2.4  Appointment of Owner Trustee..................................................3
         SECTION 2.5  Appointment of Delaware Trustee...............................................3
         SECTION 2.6  Capital Contribution of Owner
                      Trust Estate..................................................................3
         SECTION 2.7  Declaration of Trust..........................................................4
         SECTION 2.8  Liability of the Depositor....................................................4
         SECTION 2.9  Title to Trust Property.......................................................5
         SECTION 2.10  Situs of Trust...............................................................5
         SECTION 2.11  Representations and Warranties of the Depositor..............         .......5
         SECTION 2.12  Federal Income Tax Matters...................................................6

ARTICLE III

         TRUST CERTIFICATES AND TRANSFER OF INTERESTS...............................................8
         SECTION 3.1  Initial Beneficial Ownership..................................................8
         SECTION 3.2  Capital Accounts..............................................................8
         SECTION 3.3  The Certificates..............................................................8
         SECTION 3.4  Authentication of Certificates................................................9
         SECTION 3.5  Registration of Certificates;
                      Transfer and Exchange of
                      Certificates..................................................................9
         SECTION 3.6  Mutilated, Destroyed, Lost or Stolen Certificates............................16
         SECTION 3.7  Persons Deemed Owners of Certificates........................................16
         SECTION 3.8  Access to List of Certificateholders
                         Names and Addresses.......................................................16
         SECTION 3.9  Maintenance of Office or Agency..............................................17
         SECTION 3.10  Appointment of Certificate Paying Agent.....................................17
         SECTION 3.11  Certain Rights of Depositor.................................................18

ARTICLE IV

         ACTIONS BY OWNER TRUSTEE..................................................................18
         SECTION 4.1  Prior Notice to Certificateholders with Respect to Certain Matters  ......   18
         SECTION 4.2  Action by Certificateholders with Respect to Certain Matters.................19
         SECTION 4.3  Action by Certificateholders with Respect to Bankruptcy......................19
         SECTION 4.4  Restrictions on Certificateholders' Power....................................19
         SECTION 4.5  Majority Control.............................................................19

ARTICLE V

         APPLICATION OF TRUST FUNDS; CERTAIN DUTIES................................................20
         SECTION 5.1  Establishment of Certificate Distribution Account    ....................... 20
         SECTION 5.2  Application of Trust Funds...................................................20
         SECTION 5.3  Method of Payment............................................................22
         SECTION 5.4  No Segregation of Monies; No Interest........................................22
         SECTION 5.5  Accounting and Reports to Noteholders,
                      Certificateholders, Internal Revenue Service and Others    ...............   22
         SECTION 5.6  Signature on Returns; Tax Matters Partner....................................23
ARTICLE VI

         AUTHORITY AND DUTIES OF OWNER TRUSTEE.....................................................23
         SECTION 6.1  General Authority............................................................23
         SECTION 6.2  General Duties...............................................................24
         SECTION 6.3  Action upon Instruction......................................................24
         SECTION 6.4  No Duties Except as Specified in this Agreement or in Instructions...........25
         SECTION 6.5  No Action Except Under Specified Documents or Instructions...................25
         SECTION 6.6  Restrictions.................................................................26

ARTICLE VII

         REGARDING THE OWNER TRUSTEE AND THE DELAWARE
         TRUSTEE...................................................................................26
         SECTION 7.1  Acceptance of Trusts and Duties..............................................26
         SECTION 7.2  Furnishing of Documents......................................................27
         SECTION 7.3  Representations and Warranties...............................................28
         SECTION 7.4  Reliance; Advice of Counsel..................................................29
         SECTION 7.5  Not Acting in Individual Capacity............................................29
         SECTION 7.6  Owner Trustee Not Liable for Certificates or Receivables.....................29
         SECTION 7.7  Co-Trustees May Own Certificates and Notes...................................30

ARTICLE VIII

         COMPENSATION AND INDEMNITY OF OWNER TRUSTEE...............................................30
         SECTION 8.1  Owner Trustee's Fees and Expenses............................................30
         SECTION 8.2  Indemnification..............................................................31
         SECTION 8.3  Payments to Co-Trustees......................................................31

ARTICLE IX

         TERMINATION...............................................................................31
         SECTION 9.1  Termination of Trust Agreement...............................................31
         SECTION 9.2  [Reserved]...................................................................33
         SECTION 9.3  Prepayment of Certificates...................................................33

ARTICLE X

         SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER
         TRUSTEES     .............................................................................34
         SECTION 10.1  Eligibility Requirements for Owner Trustee and Delaware Trustee   ........  34
         SECTION 10.2  Resignation or Removal of Owner Trustee or the Delaware Trustee   ........  34
         SECTION 10.3  Successor Owner Trustee or Delaware Trustee.................................35
         SECTION 10.4  Merger or Consolidation of Owner Trustee or Delaware Trustee................36
         SECTION 10.6  Compliance with Business Trust Statute......................................38

ARTICLE XI

         MISCELLANEOUS.............................................................................38
         SECTION 11.1  Supplements and Amendments..................................................38
         SECTION 11.2  No Legal Title to Owner Trust Estate in Certificateholders..................40
         SECTION 11.3  Limitation on Rights of Others..............................................40
         SECTION 11.4  Notices.....................................................................40
         SECTION 11.5  Severability................................................................41
         SECTION 11.6  Separate Counterparts.......................................................41
         SECTION 11.7  Successors and Assigns......................................................41
         SECTION 11.8  No Petition.................................................................41
         SECTION 11.9  No Recourse.................................................................41
         SECTION 11.10  Headings...................................................................41
         SECTION 11.11  Governing Law..............................................................42
         SECTION 11.12  Sale and Servicing Agreement Obligations...................................42
EXHIBIT A

         FORM OF CLASS C CERTIFICATE..............................................................A-1

EXHIBIT B

         FORM OF CLASS D CERTIFICATE..............................................................B-1

EXHIBIT C

         FORM OF INVESTMENT LETTER QUALIFIED INSTITUTIONAL
         BUYER  ..................................................................................C-1

EXHIBIT D

         FORM OF INVESTMENT LETTER
         INSTITUTIONAL ACCREDITED INVESTOR........................................................D-1

EXHIBIT E

         FORM OF RULE 144A TRANSFEROR
         CERTIFICATE..............................................................................E-1

EXHIBIT F

         FORM OF CERTIFICATE OF TRUST.............................................................F-1

APPENDIX A

         Definitions and Usage...................................................................AA-1
AMENDED AND RESTATED TRUST AGREEMENT, dated as of July 1, 2000
(as from time to time  amended,  supplemented  or otherwise  modified and in
effect,  this  "Agreement"),  among FORD CREDIT  AUTO  RECEIVABLES  TWO L.P.,  a
Delaware  limited  partnership,  as Depositor,  having its  principal  executive
office at One American  Road,  Dearborn,  Michigan  48126;  THE BANK OF NEW YORK
(DELAWARE),  a Delaware banking  corporation not in its individual  capacity but
solely as Delaware trustee under this Agreement (the "Delaware Trustee"), having
its principal  corporate trust office at White Clay Center,  Route 273,  Newark,
Delaware 19711;  and THE BANK OF NEW YORK, a New York banking  corporation  (the
"Bank"),  not in its  individual  capacity  but  solely as  trustee  under  this
Agreement  (in  such  capacity,  the  "Owner  Trustee"),  having  its  principal
corporate  trust office at 101 Barclay  Street,  Floor 12E,  New York,  New York
10286 for the purpose of  establishing  the Ford Credit Auto Owner Trust 2000-D.
Each of the Delaware  Trustee and the Owner Trustee are referred to individually
as a "Co-Trustee" and collectively as the "Co-Trustees."

        WHEREAS, the parties hereto intend to amend and restate that certain
Trust Agreement, dated as of July 1, 2000, among the Depositor, the Delaware
Trustee and the Owner Trustee, on the terms and conditions hereinafter set
forth;

         NOW,  THEREFORE,  in consideration of the premises and mutual covenants
herein contained,  the receipt and sufficiency of which are hereby acknowledged,
the  Depositor,  the  Delaware  Trustee and the Owner  Trustee  hereby  agree as
follows:

                                    ARTICLE I

                              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.

                                   ARTICLE II

                            ORGANIZATION OF THE TRUST

         SECTION  2.1 Name.  The Trust  created  hereby  shall be known as "Ford
Credit Auto Owner Trust 2000-D", in which name the Owner Trustee may conduct the
business  of the Trust,  make and execute  contracts  and other  instruments  on
behalf of the Trust and sue and be sued on behalf of the Trust.

         SECTION 2.2 Offices.  The Delaware office of the Trust shall be in care
of the Delaware  Trustee at the Corporate  Trust Office or at such other address
in the State of Delaware as the Delaware Trustee may designate by written notice
to the  Certificateholders  and the Depositor.  The New York office of the Trust
shall be in care of the Owner Trustee at the  Corporate  Trust Office or at such
other  address in the State of New York as the Owner  Trustee may  designate  by
written notice to the Certificateholders and the Depositor.

         SECTION 2.3 Purposes  and Powers.  (a) The purpose of the Trust is, and
the  Trust  shall  have the  power and  authority,  to  engage in the  following
activities:

         (i) to issue the Notes pursuant to the Indenture,  and the Certificates
         pursuant to this Agreement,  and to sell the Notes and the Certificates
         upon the written order of the Depositor;

         (ii) to enter into and perform its obligations  under any interest rate
         protection   agreement   or   agreements   between   the  Trust  and  a
         counterparty,  including any confirmations  evidencing the transactions
         thereunder,  which is an interest  rate swap,  an interest rate cap, an
         obligation to enter into any of the  foregoing,  or any  combination of
         any of the foregoing;
(iii) with the proceeds of the sale of the Notes and the  Certificates,
         to fund the Reserve Account,  to pay the  organizational,  start-up and
         transactional  expenses  of the  Trust,  and to pay the  balance to the
         Depositor pursuant to the Sale and Servicing Agreement;

         (iv)  to pay interest on and principal of the Notes and distributions
         on the Certificates;

         (v) to Grant the  Owner  Trust  Estate  (other  than  each  Certificate
         Distribution Account and the proceeds thereof) to the Indenture Trustee
         pursuant to the Indenture;

         (vi)  to enter into and perform its obligations under the Basic
         Documents to which it is to be a party;

         (vii)  to  engage  in  those   activities,   including   entering  into
         agreements,  that are  necessary,  suitable or convenient to accomplish
         the foregoing or are incidental thereto or connected therewith; and

         (viii)  subject to compliance  with the Basic  Documents,  to engage in
         such  other   activities  as  may  be  required  in   connection   with
         conservation of the Owner Trust Estate and the making of  distributions
         to the Noteholders and the Certificateholders.

The Trust is hereby authorized to engage in the foregoing activities.  The Trust
shall not engage in any activity other than in connection  with the foregoing or
other than as required or authorized by the terms of this Agreement or the other
Basic Documents.

         SECTION 2.4 Appointment of Owner Trustee. The Depositor hereby appoints
the Owner  Trustee as trustee of the Trust  effective as of the date hereof,  to
have all the rights, powers and duties set forth herein.

         SECTION 2.5 Appointment of Delaware  Trustee.  The Delaware  Trustee is
appointed  to serve as the trustee of the Trust in the State of Delaware for the
sole and limited  purpose of satisfying  the  requirement of Section 3807 of the
Delaware  Business Trust Statute that the Trust have at least one trustee with a
principal  place of business in  Delaware.  It is  understood  and agreed by the
parties hereto and the  Certificateholders  that the Delaware Trustee shall have
none of the  duties or  liabilities  of the  Owner  Trustee.  The  duties of the
Delaware  Trustee shall be limited to (a) accepting  legal process served on the
Trust  in the  State  of  Delaware  and (b) the  execution  of any  certificates
required to be filed with the Secretary of State of the State of Delaware  which
the  Delaware  Trustee is  required to execute  pursuant to Section  3811 of the
Business Trust Statute,  and the Delaware Trustee shall provide prompt notice to
the Owner Trustee of its  performance  of any such acts.  The parties hereto and
the Certificateholders  understand and agree that the Delaware Trustee shall not
be entitled to exercise any powers,  nor shall the Delaware  Trustee have any of
the duties and liabilities, of the Owner Trustee. The Delaware Trustee shall not
be liable for the acts or omissions of the Owner  Trustee,  the Depositor or the
Trust. To the extent that, at law or in equity,  the Delaware Trustee has duties
(including fiduciary duties) and liabilities relating thereto to the Trust or to
the Certificateholders,  it is hereby understood and agreed by the other parties
hereto and the Certificateholders  that such duties and liabilities are replaced
by the duties and  liabilities  of the Delaware  Trustee  expressly set forth in
this Trust  Agreement.  The  Delaware  Trustee  shall owe no  fiduciary or other
duties to the Trust or to the Depositor except as expressly provided for herein.

         SECTION 2.6 Capital  Contribution of Owner Trust Estate.  As of July 1,
2000, the Depositor sold,  assigned,  transferred,  conveyed and set over to the
Owner Trustee the sum of $1. The Owner Trustee  hereby  acknowledges  receipt in
trust from the Depositor, as of such date, of the foregoing contribution,  which
shall  constitute  the initial  Owner Trust Estate and shall be deposited in the
Certificate  Distribution  Account.  The Depositor shall pay the  organizational
expenses of the Trust as they may arise or shall,  upon the request of the Owner
Trustee or the Delaware  Trustee,  promptly  reimburse  the Owner Trustee or the
Delaware Trustee for any such expenses paid by the Owner Trustee or the Delaware
Trustee.  On the Closing Date, the Depositor shall convey to the Trust the Trust
Property and the Owner  Trustee  shall convey to the Depositor the Notes and the
Certificates.
SECTION 2.7  Declaration of Trust.  The Owner Trustee  hereby  declares
that it will  hold the  Owner  Trust  Estate in trust  upon and  subject  to the
conditions  set forth herein for the use and benefit of the  Certificateholders,
subject to the  obligations  of the Trust under the Basic  Documents.  It is the
intention of the parties  hereto that (i) the Trust  constitute a business trust
under  the  Business  Trust  Statute  and that  this  Agreement  constitute  the
governing  instrument of such  business  trust and (ii) for income and franchise
tax purposes,  the Trust shall be treated as a  partnership,  with the assets of
the  partnership  being the  Receivables,  the Trust's rights under the Interest
Rate Swap  Agreement,  and other  assets held by the Trust,  the partners of the
partnership  being  the  Certificateholders  and the  Depositor  and  the  Notes
constituting  indebtedness of the  partnership.  The parties agree that,  unless
otherwise required by the appropriate tax authorities,  the Depositor, on behalf
of the Trust, will file or cause to be filed annual or other necessary  returns,
reports and other forms consistent with the  characterization  of the Trust as a
partnership  for such tax purposes.  Effective as of the date hereof,  the Owner
Trustee  shall have the  rights,  powers and duties set forth  herein and in the
Business Trust Statute with respect to accomplishing  the purposes of the Trust.
Together with the Delaware Trustee,  the Owner Trustee has filed the Certificate
of Trust with the Secretary of State.

         SECTION 2.8 Liability of the  Depositor.  (a)  Notwithstanding  Section
3803 of the Business Trust Statute,  the Depositor in its capacity as the holder
of the interests described in Section 3.11 shall be liable directly to, and will
indemnify each injured party for, all losses, claims,  damages,  liabilities and
expenses of the Trust (including Expenses,  to the extent that the assets of the
Trust  that  would  remain  if all of the  Notes  were  paid  in full  would  be
insufficient to pay any such losses, claims,  damages,  liabilities or expenses,
or to the extent that such losses, claims, damages,  liabilities and expenses in
fact are not paid out of the Owner Trust  Estate)  that the  Depositor  would be
liable for if the Trust were a partnership under the Limited  Partnership Act in
which  the  Depositor  were a  general  partner;  provided,  however,  that  the
Depositor shall not be liable to or indemnify Noteholders or Note Owners for any
losses incurred by Noteholders or Note Owners in their capacity as holders of or
beneficial  owners of  interests in limited  recourse  debt secured by the Owner
Trust  Estate or be liable to or  indemnify  Certificateholders  for any  losses
incurred by the  Certificateholders  if such losses would nevertheless have been
incurred if the  Certificates  were limited  recourse  debt secured by the Owner
Trust  Estate.  In addition,  any  third-party  creditors  of the Trust,  or the
arrangement  between the Depositor and the Trust (other than in connection  with
the  obligations  described in the  preceding  sentence for which the  Depositor
shall  not be  liable),  shall  be  deemed  third-party  beneficiaries  of  this
paragraph.

         (b) No  Certificateholder  other than the  Depositor  to the extent set
forth in paragraph  (a) of this Section 2.8,  shall have any personal  liability
for any liability or obligation of the Trust.

         SECTION 2.9 Title to Trust Property. Legal title to the entirety of the
Owner Trust Estate shall be vested at all times in the Trust as a separate legal
entity,  except where applicable law in any  jurisdiction  requires title to any
part of the Owner Trust Estate to be vested in a trustee or  trustees,  in which
case  title  shall be deemed to be vested  in the Owner  Trustee,  a  co-trustee
and/or a separate trustee, as the case may be.

         SECTION  2.10 Situs of Trust.  The Trust shall be  administered  in the
State of New York.  All bank accounts  maintained by the Owner Trustee on behalf
of the Trust shall be located in the State of Delaware or the State of New York.
The Trust  shall not have any  employees  in any state  other  than the State of
Delaware;  provided, however, that nothing herein shall restrict or prohibit the
Bank, the Delaware  Trustee or the Owner Trustee from having employees within or
without the State of  Delaware.  Payments  will be received by the Trust only in
Delaware or New York,  and payments will be made by the Trust only from Delaware
or New York. The principal  office of the Trust shall be in care of the Delaware
Trustee in the State of Delaware. The Trust shall also have an office in care of
the Owner Trustee in the State of New York.
SECTION 2.11  Representations  and  Warranties  of the  Depositor.  The
Depositor  hereby  represents and warrants to the Owner Trustee and the Delaware
Trustee that:

         (a) The Depositor is duly  organized and validly  existing as a limited
partnership in good standing under the laws of the State of Delaware, with power
and  authority  to own  its  properties  and to  conduct  its  business  as such
properties are currently owned and such business is presently conducted.

         (b) The Depositor is duly qualified to do business as a foreign limited
partnership  in good  standing,  and has  obtained  all  necessary  licenses and
approvals in all  jurisdictions  in which the  ownership or lease of property or
the conduct of its business shall require such qualifications.

         (c) The  Depositor  has the power and  authority to execute and deliver
this Agreement and to carry out its terms,  and the Depositor has full power and
authority  to sell and  assign  the  property  to be sold and  assigned  to, and
deposited  with, the Trust,  and the Depositor has duly authorized such sale and
assignment and deposit to the Trust; and the execution, delivery and performance
of this Agreement has been duly authorized by the Depositor.

         (d) This Agreement  constitutes a legal,  valid, and binding obligation
of the  Depositor,  enforceable  against the  Depositor in  accordance  with its
terms,  subject,  as to enforceability,  to applicable  bankruptcy,  insolvency,
reorganization,  conservatorship,  receivership,  liquidation  and other similar
laws and to general equitable principles.

         (e) The consummation of the transactions contemplated by this Agreement
and the  fulfillment  of the terms  hereof do not conflict  with,  result in any
breach of any of the terms and  provisions  of, or  constitute  (with or without
notice or lapse of time or both) a default  under,  the  Certificate  of Limited
Partnership or the Limited Partnership Agreement, or any indenture, agreement or
other  instrument to which the Depositor is a party or by which it is bound; nor
result in the  creation  or  imposition  of any lien upon any of its  properties
pursuant  to the  terms of any such  indenture,  agreement  or other  instrument
(other  than  pursuant to the Basic  Documents);  nor violate any law or, to the
best of the Depositors  knowledge,  any order, rule or regulation  applicable to
the  Depositor  of any  court  or of  any  federal  or  state  regulatory  body,
administrative agency or other governmental  instrumentality having jurisdiction
over the Depositor or its properties.

         (f) There  are no  proceedings  or  investigations  pending  or, to the
Depositors  best  knowledge,  threatened  before  any  court,  regulatory  body,
administrative agency or other governmental  instrumentality having jurisdiction
over the  Depositor or its  properties:  (i)  asserting  the  invalidity of this
Agreement,  the Indenture,  any of the other Basic  Documents,  the Notes or the
Certificates,  (ii)  seeking  to  prevent  the  issuance  of  the  Notes  or the
Certificates or the consummation of any of the transactions contemplated by this
Agreement, the Indenture or any of the other Basic Documents,  (iii) seeking any
determination   or  ruling  that  might  materially  and  adversely  affect  the
performance  by the  Depositor  of its  obligations  under,  or the  validity or
enforceability  of,  this  Agreement  or (iv) which might  adversely  affect the
federal income tax  attributes,  or Applicable Tax State franchise or income tax
attributes, of the Notes and the Certificates.

         (g) The  representations and warranties of the Depositor in Section 3.1
of the Purchase Agreement are true and correct.

         SECTION  2.12  Federal  Income  Tax  Matters.  The   Certificateholders
acknowledge that it is their intent and that they understand it is the intent of
the Depositor and the Servicer that, for purposes of federal  income,  state and
local income and  franchise  tax and any other income  taxes,  the Trust will be
treated as a partnership  and the  Certificateholders  and the Depositor will be
treated as partners in that  partnership.  The  Depositor  hereby agrees and the
Certificateholders  by acceptance of a Certificate  agree to such  treatment and
each agrees to take no action inconsistent with such treatment.  For purposes of
federal  income,  state and local income and  franchise tax and any other income
taxes each month:

         (a) amounts paid to any Certificateholder pursuant to Section 5.2(a)(i)
shall be treated as a guaranteed payment within the meaning of Section 707(c) of
the Code;
(b) to the extent the characterization provided for in paragraph (a) of
this Section 2.11 is not respected,  gross ordinary income of the Trust for such
month as determined for federal income tax purposes shall be allocated among the
Certificateholders of each Class of Certificates as of the Record Date occurring
within such month, in proportion to their ownership of the Aggregate Certificate
Balance  on such  date,  in an amount up to the sum of (i) the  Accrued  Class C
Certificate Interest or Accrued Class D Certificate Interest, as applicable, for
such  Class for such  month,  (ii) the  portion of the  market  discount  on the
Receivables  accrued during such month that is allocable to the excess,  if any,
of the aggregate Initial  Certificate Balance of such class of Certificates over
the initial  aggregate issue price of such Class of  Certificates  and (iii) any
amount  expected  to be  distributed  to the  Certificateholders  of such  Class
pursuant to Sections 4.6(c) and (d) of the Sale and Servicing  Agreement (to the
extent not  previously  allocated  pursuant to this paragraph (b)) to the extent
necessary to reverse any net loss previously allocated to  Certificateholders of
such  Class (to the extent  not  previously  reversed  pursuant  to this  clause
(iii)); and

         (c)  thereafter  all remaining net income of the Trust  (subject to the
modifications  set forth below) for such month as determined  for federal income
tax purposes (and each item of income,  gain, credit, loss or deduction entering
into the computation thereof) shall be allocated to the Depositor, to the extent
thereof.

If the gross ordinary income of the Trust for any month is insufficient  for the
allocations  described in paragraph (b) above,  subsequent gross ordinary income
shall  first  be  allocated  to make up such  shortfall  before  any  allocation
pursuant to paragraph (c) above.  Net losses of the Trust, if any, for any month
as determined  for federal  income tax purposes (and each item of income,  gain,
credit,  loss or  deduction  entering  into the  computation  thereof)  shall be
allocated  to the  Depositor  to the extent the  Depositor,  in its  capacity as
"general  partner," is reasonably  expected to bear the economic  burden of such
net  losses,  and  any  remaining  net  losses  shall  be  allocated  among  the
Certificateholders  as of  the  Record  Date  occurring  within  such  month  in
proportion  to their  ownership  of the  Aggregate  Certificate  Balance on such
Record Date. The Depositor is authorized  to  modify  the  allocations  in  this
paragraph  if  necessary  or appropriate,  in its sole discretion,  for the
allocations to fairly reflect the economic income, gain or loss to the Depositor
or the  Certificateholders  or as otherwise required by the Code.

                                   ARTICLE III

                  TRUST CERTIFICATES AND TRANSFER OF INTERESTS

         SECTION 3.1 Initial  Beneficial  Ownership.  Upon the  formation of the
Trust by the contribution by the Depositor pursuant to Section 2.5 and until the
issuance of the  Certificates,  the Depositor shall be the sole beneficial owner
of the Owner Trust Estate.

         SECTION 3.2 Capital Accounts. (a) The Owner Trustee shall establish and
maintain a separate  bookkeeping account (a "Capital Account") for the Depositor
and each  Certificateholder.  The initial balance of the Capital Account for (i)
each   Certificateholder   shall  be  the   amount   initially   paid  for  such
Certificateholders  Certificates  and (ii) the  Depositor  shall be (x) the fair
market value of the Receivables  minus (y) the proceeds of the sale of Notes net
of the Reserve  Initial  Deposit.  The Capital  Account of the Depositor or each
Certificateholder  shall  also be  increased  by (i) the  dollar  amount  of any
additional cash contributions  made by the Depositor or such  Certificateholder,
as the case may be, (ii) the fair market value of any property (other than cash)
contributed to the Trust by the Depositor or such Certificateholder, as the case
may be (net of any  liabilities  to which the  property is  subject),  and (iii)
allocations to the Depositor or such  Certificateholder,  as the case may be, of
income and gain  (including  income exempt from tax). The Capital Account of the
Depositor or each Certificateholder  shall be decreased by (i) the dollar amount
of any cash  distributions made to the Depositor or such  Certificateholder,  as
the case may be, (ii) the fair market  value of any  property  (other than cash)
distributed to the Depositor or such Certificateholder,  as the case may be (net
of any liabilities to which the property is subject),  (iii)  allocations to the
Depositor or such  Certificateholder,  as the case may be, of loss or deductions
(or  items  thereof),  and (iv) any  allocations  of  expenditures  of the Trust
described in Section 705(a)(2)(B) of the Code.

         (b)  Notwithstanding  any  other  provision  of this  Agreement  to the
contrary, the foregoing provisions of this Section 3.2 regarding the maintenance
of Capital  Accounts  shall be construed so as to comply with the  provisions of
the Treasury  Regulations  promulgated  pursuant to Section 704 of the Code. The
Depositor is hereby  authorized to modify these provisions to the minimum extent
necessary to comply with such regulations.
SECTION  3.3 The  Certificates.  (a) The Class C  Certificates  and the
Class D Certificates shall each be issued in one or more registered, definitive,
physical  certificates,  in the  form set  forth in  Exhibit  A and  Exhibit  B,
respectively,  in denominations of at least $20,000 and in integral multiples of
$1,000 in excess  thereof.  No Certificate may be sold,  transferred,  assigned,
participated,  pledged, or otherwise disposed of (any such act, a "Transfer") to
any Person  except in  accordance  with the  provisions  of Section  3.5 and any
attempted  Transfer in  violation  of Section 3.5 shall be null and void (each a
"Void Transfer").

         (b) The Certificates shall be executed on behalf of the Trust by manual
or  facsimile   signature  of  an  authorized  officer  of  the  Owner  Trustee.
Certificates bearing the manual or facsimile signatures of individuals who were,
at the time when such signatures shall have been affixed,  authorized to sign on
behalf of the Trust,  shall be validly  issued and  entitled to the  benefits of
this Agreement,  notwithstanding that such individuals or any of them shall have
ceased to be so  authorized  prior to the  authentication  and  delivery of such
Certificates  or did not hold such  offices  at the date of  authentication  and
delivery of such Certificates.

         (c) If Transfer of the  Certificates  is permitted  pursuant to Section
3.5, a transferee of a Certificate shall become a  Certificateholder,  and shall
be entitled to the rights and subject to the obligations of a  Certificateholder
hereunder upon such  transferees  acceptance of a Certificate duly registered in
such transferees name pursuant to Section 3.5.

         SECTION  3.4  Authentication  of  Certificates.  Concurrently  with the
initial sale of the  Receivables to the Trust pursuant to the Sale and Servicing
Agreement,  the  Owner  Trustee  shall  cause the  Class C  Certificates,  in an
aggregate  principal  balance equal to the Initial  Certificate  Balance of such
Class C Certificates,  and the Class D Certificates,  in an aggregate  principal
balance equal to the Initial  Certificate  Balance of such Class D Certificates,
to be executed on behalf of the Trust,  authenticated  and  delivered to or upon
the written  order of the  Depositor,  signed by the chairman of the board,  the
president,  any executive vice president, any vice president, the secretary, any
assistant  secretary,  the treasurer or any  assistant  treasurer of the General
Partner,  without further action by the Depositor, in authorized  denominations.
No  Certificate  shall entitle its  Certificateholder  to any benefit under this
Agreement,  or shall be valid for any purpose, unless there shall appear on such
Certificate a certificate of authentication  substantially in the form set forth
in Exhibit A or Exhibit B, as applicable,  attached hereto executed by the Owner
Trustee by manual signature;  such  authentication  shall constitute  conclusive
evidence that such Certificate shall have been duly  authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.

         SECTION 3.5  Registration  of  Certificates;  Transfer  and Exchange of
Certificates.  (a) The Certificate  Registrar shall keep or cause to be kept, at
the office or agency maintained pursuant to Section 3.9, a Certificate  Register
in which, subject to such reasonable regulations as it may prescribe,  the Trust
shall  provide  for  the  registration  of  Certificates  and of  Transfers  and
exchanges  of  Certificates  as herein  provided.  The Bank shall be the initial
Certificate  Registrar.  No Transfer of a Certificate shall be recognized except
upon registration of such Transfer in the Certificate Register.

         (b) Each  Class C  Certificate  and Class D  Certificate  shall  bear a
legend to the following effect unless determined  otherwise by the Administrator
(as  certified to the Owner  Trustee in an Officers  Certificate)  and the Owner
Trustee consistent with applicable law:
"THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR
BLUE SKY LAW OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING
THIS  CERTIFICATE,  AGREES FOR THE BENEFIT OF THE TRUST AND THE  DEPOSITOR  THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE  WITH THE SECURITIES ACT AND OTHER  APPLICABLE  LAWS, AND ONLY (1)
PURSUANT TO RULE 144A UNDER THE  SECURITIES  ACT ("RULE  144A") TO A PERSON THAT
THE HOLDER REASONABLY  BELIEVES IS A QUALIFIED  INSTITUTIONAL  BUYER, WITHIN THE
MEANING  OF RULE  l44A (A  "QIB"),  PURCHASING  FOR ITS OWN  ACCOUNT  OR FOR THE
ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED,  IN EACH CASE, THAT THE REOFFER,
RESALE,  PLEDGE,  OR OTHER  TRANSFER  IS BEING  MADE IN  RELIANCE  ON RULE 144A,
SUBJECT  TO (A) THE  RECEIPT  BY THE TRUST AND THE  CERTIFICATE  REGISTRAR  OF A
CERTIFICATE  SUBSTANTIALLY  IN THE  FORM  ATTACHED  AS  EXHIBIT  E TO THE  TRUST
AGREEMENT  AND (B) THE RECEIPT BY THE TRUST AND THE  CERTIFICATE  REGISTRAR OF A
LETTER  SUBSTANTIALLY  IN THE FORM ATTACHED AS EXHIBIT C TO THE TRUST AGREEMENT,
WITH SUCH CHANGES  THEREIN AS MAY BE APPROVED BY THE DEPOSITOR,  (2) PURSUANT TO
AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
AVAILABLE),  SUBJECT TO THE RECEIPT BY THE TRUST, THE INITIAL  PURCHASER AND THE
CERTIFICATE  REGISTRAR OF SUCH EVIDENCE  ACCEPTABLE TO THE TRUST AND THE INITIAL
PURCHASER THAT SUCH REOFFER,  RESALE,  PLEDGE OR TRANSFER IS IN COMPLIANCE  WITH
THE TRUST AGREEMENT AND THE SECURITIES ACT AND OTHER  APPLICABLE LAWS, (3) TO AN
INSTITUTIONAL   "ACCREDITED   INVESTOR"  WITHIN  THE  MEANING  THEREOF  IN  RULE
501(a)(1),  (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT PURSUANT TO
ANY OTHER  EXEMPTION FROM THE  REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT  TO (A) THE  RECEIPT  BY THE TRUST AND THE  CERTIFICATE  REGISTRAR  OF A
LETTER SUBSTANTIALLY IN THE FORM ATTACHED AS EXHIBIT D TO THE TRUST AGREEMENT OR
(B) THE  RECEIPT  BY THE  TRUST,  THE  INITIAL  PURCHASER  AND  THE  CERTIFICATE
REGISTRAR  OF SUCH  OTHER  EVIDENCE  ACCEPTABLE  TO THE  TRUST  AND THE  INITIAL
PURCHASER THAT SUCH REOFFER,  RESALE,  PLEDGE OR TRANSFER IS IN COMPLIANCE  WITH
THE TRUST AGREEMENT AND THE SECURITIES ACT AND OTHER  APPLICABLE LAWS, OR (4) TO
THE DEPOSITOR OR ITS AFFILIATES,  IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES  LAWS OF THE UNITED  STATES AND  SECURITIES  AND BLUE SKY LAWS OF THE
STATES OF THE UNITED STATES."

         As a condition to the  registration  of any Transfer of a  Certificate,
the prospective  transferee of such a Certificate shall be required to represent
in writing to the Owner  Trustee,  the  Certificate  Registrar  and the  Initial
Purchaser the following,  unless  determined  otherwise by the Administrator (as
certified to the Owner Trustee in an Officers Certificate):

         (i) It understands that no subsequent  Transfer of the Certificates are
         permitted  unless it causes its proposed  transferee  to provide to the
         Trust,  the  Certificate  Registrar and the Initial  Purchaser a letter
         substantially  in the form of Exhibit C or Exhibit D hereof  (with such
         changes therein as may be approved by the Depositor), as applicable, or
         such other written statement as the Depositor shall prescribe.

         (ii)  It is either:

                  (A) not, and each account (if any) for which it is  purchasing
                  the  Certificates  are not (1) an employee  benefit  plan,  as
                  defined in Section  3(3) of ERISA,  that is subject to Title I
                  of ERISA,  (2) a plan  described in Section  4975(e)(1) of the
                  Code  that is  subject  to  Section  4975 of the  Code,  (3) a
                  governmental  plan,  as  defined  in  Section  3(32) of ERISA,
                  subject  to any  federal,  State or local  law  which is, to a
                  material  extent,  similar to the provisions of Section 406 of
                  ERISA  or  Section  4975  of the  Code,  (4) an  entity  whose
                  underlying  assets  include  plan  assets by reason of a plans
                  investment in the entity  (within the meaning of Department of
                  Labor Regulation 29 C.F.R.  ss.  2510.3-101 or otherwise under
                  ERISA) or (5) a person  investing  "plan  assets"  of any such
                  plan  (including  without  limitation,  for  purposes  of this
                  clause  (5),  an  insurance   company  general  account,   but
                  excluding any entity  registered under the Investment  Company
                  Act of 1940, as amended); or
(B) an insurance company acting on behalf of a general account
                  and (1) on the date of  purchase  less than 25% (or such lower
                  percentage  as may be  determined  by  the  Depositor)  of the
                  assets of such general  account (as  reasonably  determined by
                  it) constitute  "plan assets" for purposes of Title I of ERISA
                  and Section 4975 of the Code,  (2) the purchase and holding of
                  such  Certificates  are  eligible for  exemptive  relief under
                  Sections  (I)  and  (III)  of  Prohibited   Transaction  Class
                  Exemption  95-60,  and (3) the purchaser agrees that if, after
                  the purchasers initial acquisition of the Certificates, at any
                  time during any calendar quarter 25% (or such lower percentage
                  as may be determined  by the  Depositor) or more of the assets
                  of such general  account (as  reasonably  determined  by it no
                  less frequently than each calendar  quarter)  constitute "plan
                  assets" for  purposes  of Title I of ERISA or Section  4975 of
                  the Code and no  exemption or  exception  from the  prohibited
                  transaction  rules  applies  to the  continued  holding of the
                  Certificates  under  Section  401(c)  of ERISA  and the  final
                  regulations  thereunder  or under an exemption  or  regulation
                  issued by the United  States  Department of Labor under ERISA,
                  it will dispose of all  Certificates  then held in its general
                  account by the end of the next following calendar quarter.

         (iii) It is a person  who is (A) a citizen  or  resident  of the United
         States, (B) a corporation or partnership organized in or under the laws
         of the  United  States or any  political  subdivision  thereof,  (c) an
         estate the  income of which is  includible  in gross  income for United
         States tax purposes,  regardless  of its source,  (D) a trust if a U.S.
         court is able to exercise primary  supervision over the  administration
         of such trust and one or more persons described in clause (A), (B), (C)
         or (E) of  this  paragraph  (iii)  has the  authority  to  control  all
         substantial  decisions  of the trust or (E) a person not  described  in
         clauses (A) through (D) of this paragraph  (iii) whose ownership of the
         Certificates  is effectively  connected with such persons  conduct of a
         trade or business  within the United States  (within the meaning of the
         Code) and who  provides  the Trust and the  Depositor  with an IRS Form
         4224 (and such other  certifications,  representations,  or opinions of
         counsel as may be requested by the Trust or the Depositor).

         (iv) It understands that any purported  Transfer of any Certificate (or
         any interest  therein) in  contravention of any of the restrictions and
         conditions  contained in this Section will be a Void Transfer,  and the
         purported  transferee  in a Void Transfer will not be recognized by the
         Trust or any other person as a Certificateholder for any purpose.

         (c) By acceptance of any  Certificate,  the  Certificateholder  thereof
specifically  agrees with and  represents  to the  Depositor,  the Trust and the
Certificate Registrar, that no Transfer of such Certificate shall be made unless
the  registration  requirements  of the Securities Act and any applicable  State
securities  laws  are  complied  with,  or such  Transfer  is  exempt  from  the
registration   requirements  under  the  Securities  Act  because  the  Transfer
satisfies one of the following:

         (i) such Transfer is in compliance  with Rule 144A under the Securities
         Act  ("Rule  144A"),  to a  transferee  who the  transferor  reasonably
         believes is a Qualified  Institutional Buyer that is purchasing for its
         own account or for the account of a Qualified  Institutional  Buyer and
         to whom  notice is given that such  Transfer  is being made in reliance
         upon Rule 144A under the Securities Act and (x) the transferor executes
         and delivers to the Trust and the  Certificate  Registrar,  a Rule 144A
         transferor certificate  substantially in the form attached as Exhibit E
         and (y) the  transferee  executes  and  delivers  to the  Trust and the
         Certificate  Registrar an investment  letter  substantially in the form
         attached as Exhibit C;

         (ii) after the appropriate holding period, such Transfer is pursuant to
         an exemption  from  registration  under the  Securities Act provided by
         Rule 144 under the Securities Act and the  transferee,  if requested by
         the Trust, the Certificate Registrar or the Initial Purchaser, delivers
         an Opinion of Counsel in form and substance  satisfactory  to the Trust
         and the Initial Purchaser; or

         (iii) such  Transfer  is to an  institutional  accredited  investor  as
         defined in rule 501(a)(1),  (2), (3) or (7) of Regulation D promulgated
         under the Securities Act in a transaction  exempt from the registration
         requirements of the Securities Act, such Transfer is in accordance with
         any applicable securities laws of any State of the United States or any
         other  jurisdiction,  and such  investor  executes  and delivers to the
         Trust and the Certificate  Registrar an investment letter substantially
         in the form attached as Exhibit D.
(d) The Depositor  shall make available to the  prospective  transferor
and   transferee  of  a  Certificate   information   requested  to  satisfy  the
requirements  of paragraph  (d) (4) of Rule 144A (the "Rule 144A  Information").
The Rule  144A  Information  shall  include  any or all of the  following  items
requested by the prospective transferee:

         (i)  the private placement memorandum, if any, relating to the
         Certificates, and any amendments or supplements thereto;

         (ii) each statement delivered to Certificateholders pursuant to Section
         5.2(b) on each Distribution Date preceding such request; and

         (iii) such other  information  as is reasonably  available to the Owner
         Trustee in order to comply with  requests for  information  pursuant to
         Rule 144A under the Securities Act.

         None of the Depositor,  the Certificate  Registrar or the Owner Trustee
is under an obligation to register any  Certificate  under the Securities Act or
any other securities law.

         (e) Upon surrender for  registration  of Transfer of any Certificate at
the office or agency maintained pursuant to Section 3.9 and upon compliance with
any  provisions of this Agreement  relating to such Transfer,  the Owner Trustee
shall  execute,  authenticate  and  deliver,  in  the  name  of  the  designated
transferee  or  transferees,   one  or  more  new   Certificates  in  authorized
denominations   of  a  like  Class  and  aggregate  amount  dated  the  date  of
authentication by the Owner Trustee or any  authenticating  agent. At the option
of a Certificateholder,  Certificates may be exchanged for other Certificates of
authorized  denominations of a like Class and aggregate amount upon surrender of
the Certificates to be exchanged at the office or agency maintained  pursuant to
Section 3.9.

                  Every Certificate presented or surrendered for registration of
Transfer or exchange shall be accompanied by a written instrument of transfer in
form  satisfactory  to the Owner  Trustee and the  Certificate  Registrar,  duly
executed  by the  Certificateholder  or  his  attorney  in  writing,  with  such
signature  guaranteed  by a member  firm of the New  York  Stock  Exchange  or a
commercial bank or trust company. Each Certificate  surrendered for registration
of Transfer or exchange shall be cancelled and  subsequently  disposed of by the
Certificate Registrar in accordance with its customary practice.

                  No  service  charge  shall  be made  for any  registration  of
Transfer or exchange of  Certificates,  but the Owner Trustee or the Certificate
Registrar  may  require  payment  of a  sum  sufficient  to  cover  any  tax  or
governmental  charge  that may be imposed in  connection  with any  Transfer  or
exchange of Certificates.

                  The preceding  provisions of this Section 3.5 notwithstanding,
the Owner Trustee shall not make and the Certificate Registrar need not register
any  Transfer  or  exchange of  Certificates  for a period of fifteen  (15) days
preceding   any   Distribution   Date  for  any  payment  with  respect  to  the
Certificates.

         SECTION 3.6 Mutilated,  Destroyed, Lost or Stolen Certificates.  If (a)
any mutilated Certificate shall be surrendered to the Certificate Registrar,  or
if the Certificate  Registrar shall receive  evidence to its satisfaction of the
destruction,  loss or theft of any  Certificate and (b) there shall be delivered
to the Certificate Registrar and the Owner Trustee such security or indemnity as
may be required by them to save each of them  harmless,  then, in the absence of
notice that such Certificate shall have been acquired by a protected  purchaser,
the Owner  Trustee on behalf of the Trust shall  execute  and the Owner  Trustee
shall  authenticate  and  deliver,  in  exchange  for,  or in lieu of,  any such
mutilated,  destroyed,  lost or stolen  Certificate  a new  Certificate  of like
Class,  tenor and  denomination.  In  connection  with the  issuance  of any new
Certificate  under  this  Section  3.6,  the Owner  Trustee  or the  Certificate
Registrar may require the payment of a sum  sufficient to cover any tax or other
governmental charge that may be imposed in connection  therewith.  Any duplicate
Certificate  issued  pursuant to this  Section 3.6 shall  constitute  conclusive
evidence of ownership in the Trust, as if originally issued,  whether or not the
lost, stolen or destroyed Certificate shall be found at any time.
SECTION  3.7  Persons  Deemed  Owners  of  Certificates.  Prior  to due
presentation of a Certificate for  registration of Transfer,  the Owner Trustee,
the Certificate  Registrar and any Certificate Paying Agent may treat the Person
in whose name any Certificate shall be registered in the Certificate Register as
the  owner  of such  Certificate  for the  purpose  of  receiving  distributions
pursuant to Section 5.2 and for all other purposes  whatsoever,  and none of the
Owner Trustee,  the Certificate  Registrar or any Certificate Paying Agent shall
be bound by any notice to the contrary.

         SECTION 3.8 Access to List of  Certificateholders  Names and Addresses.
The Owner Trustee shall furnish or cause to be furnished to the Servicer and the
Depositor,  or to the Indenture Trustee,  within fifteen (15) days after receipt
by the Owner  Trustee of a written  request  therefor  from the  Servicer or the
Depositor, or the Indenture Trustee, as the case may be, a list, in such form as
the requesting party may reasonably  require,  of the names and addresses of the
Certificateholders  as of  the  most  recent  Record  Date.  If  three  or  more
Certificateholders or one or more  Certificateholders of Certificates evidencing
not less than 25% of the Aggregate  Certificate  Balance apply in writing to the
Owner  Trustee,  and such  application  states  that the  applicants  desire  to
communicate  with other  Certificateholders  with  respect to their rights under
this Agreement or under the  Certificates and such application is accompanied by
a copy of the communication that such applicants  propose to transmit,  then the
Owner  Trustee  shall,  within five (5) Business  Days after the receipt of such
application,  afford such applicants  access during normal business hours to the
current list of  Certificateholders.  Each  Certificateholder,  by receiving and
holding a  Certificate,  shall be deemed to have  agreed  not to hold any of the
Depositor,  the Certificate Registrar or the Owner Trustee accountable by reason
of the  disclosure of its name and address,  regardless of the source from which
such information was derived.

         SECTION 3.9  Maintenance  of Office or Agency.  The Owner Trustee shall
maintain  in the State of New York,  an office or offices or agency or  agencies
where  Certificates  may be surrendered for registration of Transfer or exchange
and where  notices  and  demands to or upon the Owner  Trustee in respect of the
Certificates and the Basic Documents may be served.  The Owner Trustee initially
designates  The Bank of New York, l01 Barclay  Street,  Floor 12 East, New York,
New York 10286, Attention:  Asset-Backed Finance Unit as its principal corporate
trust office for such  purposes.  The Owner  Trustee  shall give prompt  written
notice  to the  Depositor  and to the  Certificateholders  of any  change in the
location of the Certificate Registrar or any such office or agency.

         SECTION 3.10  Appointment of Certificate  Paying Agent. The Certificate
Paying  Agent  shall  make   distributions  to   Certificateholders   from  each
Certificate  Distribution  Account  pursuant to Section 5.2 and shall report the
amounts of such distributions to the Owner Trustee. Any Certificate Paying Agent
shall  have  the  revocable  power  to  withdraw  funds  from  each  Certificate
Distribution  Account  for the purpose of making the  distributions  referred to
above. The Owner Trustee may revoke such power and remove the Certificate Paying
Agent  if  the  Owner  Trustee  determines  in  its  sole  discretion  that  the
Certificate Paying Agent shall have failed to perform its obligations under this
Agreement in any material respect.  The Certificate Paying Agent shall initially
be the Owner Trustee,  and any co-paying agent chosen by the Owner Trustee.  The
Owner  Trustee  shall be  permitted to resign as  Certificate  Paying Agent upon
thirty (30) days written notice to the Owner Trustee. In the event that the Bank
shall no longer be the Certificate Paying Agent, the Owner Trustee shall appoint
a successor to act as  Certificate  Paying Agent (which shall be a bank or trust
company).  The Owner Trustee shall cause such successor Certificate Paying Agent
or any  additional  Certificate  Paying Agent  appointed by the Owner Trustee to
execute and deliver to the Owner Trustee an  instrument in which such  successor
Certificate Paying Agent or additional Certificate Paying Agent shall agree with
the Owner Trustee that as Certificate  Paying Agent, such successor  Certificate
Paying Agent or additional  Certificate Paying Agent will hold all sums, if any,
held by it for payment to the Certificateholders in trust for the benefit of the
Certificateholders  entitled  thereto  until  such  sums  shall  be paid to such
Certificateholders.  The  Certificate  Paying Agent shall  return all  unclaimed
funds to the Owner Trustee and upon removal of a  Certificate  Paying Agent such
Certificate  Paying Agent shall also return all funds in its  possession  to the
Owner  Trustee.  The provisions of Sections 7.1, 7.3, 7.4 and 8.1 shall apply to
the Owner Trustee also in its role as Certificate  Paying Agent,  for so long as
the Owner  Trustee  shall act as  Certificate  Paying  Agent and,  to the extent
applicable, to any other paying agent appointed hereunder. Any reference in this
Agreement to the  Certificate  Paying Agent shall  include any  co-paying  agent
unless the context requires otherwise.
SECTION  3.11  Certain  Rights of  Depositor.  The  Depositor  shall be
entitled to any amounts not needed on any Distribution  Date to make payments on
the  Notes  or the  Certificates  or to make  deposits  to the  Reserve  Account
pursuant  to Section  4.6 of the Sale and  Servicing  Agreement,  and to receive
amounts  remaining in the Reserve  Account  following the payment in full of the
aggregate  principal amount of the Notes and the Aggregate  Certificate  Balance
and of all  other  amounts  owing or to be  distributed  hereunder  or under the
Indenture   or  the  Sale   and   Servicing   Agreement   to   Noteholders   and
Certificateholders  and the  termination  of the Trust.  The  Depositor  may not
Transfer  any such  rights  unless it shall have  received an Opinion of Counsel
that such Transfer  shall not cause the Trust to be classified as an association
(or publicly traded partnership) taxable as a corporation.

                                   ARTICLE IV

                            ACTIONS BY OWNER TRUSTEE

         SECTION 4.1 Prior Notice to Certificateholders  with Respect to Certain
Matters.  It is the intention of the Depositor and the  Certificateholders  that
the powers and duties of the Owner Trustee are ministerial and  non-ministerial;
provided,  however, that any non-ministerial action (including the taking of any
legal  action) may only be taken by the Owner  Trustee in  accordance  with this
Section 4.1. With respect to the following matters,  the Owner Trustee shall not
take  action  unless,  (I) at least  thirty  (30) days before the taking of such
action,  the Owner Trustee shall have  notified the  Certificateholders  and the
Rating  Agencies in writing of the proposed  action and (II)  Certificateholders
holding not less than a majority of the Aggregate  Certificate Balance shall not
have  notified  the Owner  Trustee in  writing  prior to the 30th day after such
notice is given that such  Certificateholders  have withheld consent or provided
alternative direction:

         (a) the  initiation  of any  material  claim or  lawsuit  by the  Trust
(except  claims or  lawsuits  brought by the  Servicer  in  connection  with the
collection of the Receivables) and the settlement of any material action,  claim
or  lawsuit  brought  by or  against  the  Trust  (except  with  respect  to the
aforementioned  claims  or  lawsuits  for  collection  by  the  Servicer  of the
Receivables);

         (b) the election by the Trust to file an  amendment to the  Certificate
of Trust (unless such amendment is required to be filed under the Business Trust
Statute);

         (c)  the amendment of the Indenture by a supplemental indenture in
circumstances where the consent of any Noteholder is required;

         (d) the  amendment  of the  Indenture  by a  supplemental  indenture in
circumstances  where the  consent of any  Noteholder  is not  required  and such
amendment   materially   adversely   affects  the   interests   of  any  of  the
Certificateholders;

         (e) the  amendment,  change or  modification  of the Sale and Servicing
Agreement or the  Administration  Agreement,  except to cure any ambiguity or to
amend or supplement any provision in a manner or to add any provision that would
not materially adversely affect the interests of the Certificateholders; or

         (f) the  appointment  pursuant to the  Indenture  of a  successor  Note
Registrar, Note Paying Agent or Indenture Trustee, or pursuant to this Agreement
of a successor  Certificate  Registrar,  or the consent to the assignment by the
Note Registrar,  Note Paying Agent or Indenture Trustee or Certificate Registrar
of its obligations under the Indenture or this Agreement, as applicable.

         SECTION  4.2  Action by  Certificateholders  with  Respect  to  Certain
Matters.  The Owner Trustee may not,  except upon the  occurrence of an Event of
Servicing  Termination  subsequent  to the  payment  in full of the Notes and in
accordance  with the written  direction of  Certificateholders  holding not less
than a majority of the Aggregate  Certificate  Balance,  (a) remove the Servicer
under the Sale and Servicing  Agreement  pursuant to Article VIII  thereof,  (b)
appoint a successor  Servicer pursuant to Article VIII of the Sale and Servicing
Agreement,  (c)  remove the  Administrator  under the  Administration  Agreement
pursuant to Section 9 thereof or (d) appoint a successor  Administrator pursuant
to Section 9 of the Administration Agreement.
SECTION 4.3 Action by  Certificateholders  with Respect to  Bankruptcy.
The Owner Trustee shall not have the power to commence a voluntary proceeding in
bankruptcy  relating  to the Trust  unless  the Notes have been paid in full and
each Certificateholder  (other than the Depositor) approves of such commencement
in advance and delivers to the Owner Trustee a certificate  certifying that such
Certificateholder reasonably believes that the Trust is insolvent.

         SECTION   4.4   Restrictions   on   Certificateholders'    Power.   The
Certificateholders  shall not direct the Owner  Trustee to take or refrain  from
taking any action if such action or inaction would be contrary to any obligation
of the Trust or the Owner Trustee under this Agreement or any of the other Basic
Documents or would be contrary to Section  2.3,  nor shall the Owner  Trustee be
obligated to follow any such direction, if given.

         SECTION 4.5 Majority Control.  Except as expressly provided herein, any
action that may be taken by the  Certificateholders  under this Agreement may be
taken by the  Certificateholders  of  Certificates  evidencing  not less  than a
majority of the  Aggregate  Certificate  Balance.  Except as expressly  provided
herein, any written notice of the Certificateholders  delivered pursuant to this
Agreement  shall be effective if signed by  Certificateholders  of  Certificates
evidencing not less than a majority of the Aggregate  Certificate Balance at the
time of the delivery of such notice.

                                    ARTICLE V

                   APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

         SECTION 5.1 Establishment of Certificate Distribution Account. Pursuant
to  Section  4.1(c)  of  the  Sale  and  Servicing  Agreement,  there  has  been
established and there shall be maintained two segregated trust accounts, each in
the name of "The Bank of New York, as Owner Trustee" at a Qualified  Institution
or Qualified  Trust  Institution  (which shall  initially be the corporate trust
department of the Bank), which shall be designated as the "Certificate  Interest
Distribution  Account" and the  "Certificate  Principal  Distribution  Account,"
respectively  (each of the  Certificate  Interest  Distribution  Account and the
Certificate  Principal   Distribution   Account,  a  "Certificate   Distribution
Account").  Except as  expressly  provided  in Section  3.10,  each  Certificate
Distribution  Account  shall be under the sole dominion and control of the Owner
Trustee. All monies deposited from time to time in each Certificate Distribution
Account  pursuant  to the Sale and  Servicing  Agreement  shall  be  applied  as
provided  in  the  Basic  Documents.   In  the  event  that  either  Certificate
Distribution  Account  is no  longer to be  maintained  at the  corporate  trust
department of the Bank, the Servicer shall,  with the Owner Trustees  assistance
as  necessary,  cause  such  Certificate  Distribution  Account to be moved to a
Qualified  institution or a Qualified Trust Institution within ten (10) Business
Days (or such longer  period not to exceed thirty (30) calendar days as to which
each Rating Agency may consent).  Each Certificate  Distribution Account will be
established and maintained  pursuant to an account agreement which specifies New
York law as the governing law.

         SECTION 5.2 Application of Trust Funds. (a) On each Distribution  Date,
the Owner Trustee  shall,  based on the  information  contained in the Servicers
Certificate delivered on the relevant Determination Date pursuant to Section 3.9
of the Sale and Servicing Agreement:
(i)  withdraw  the  amounts  deposited  into the  Certificate  Interest
         Distribution  Account  pursuant  to  Section  4.6(c)  of the  Sale  and
         Servicing  Agreement on or prior to such  Distribution Date and make or
         cause to be made  distributions  and payments in the following order of
         priority:

                  (1) first, to the  Certificateholders of Class C Certificates,
                  an amount equal to the Accrued Class C  Certificate  Interest,
                  provided that if there are not sufficient  funds  available to
                  pay the  entire  amount  of the  Accrued  Class C  Certificate
                  Interest,  the  amounts  available  shall  be  applied  to the
                  payment of such interest on the Class C Certificates  on a pro
                  rata basis;

                  (2) second, to the Certificateholders of Class D Certificates,
                  an amount equal to the Accrued Class D  Certificate  Interest;
                  provided that if there are not sufficient  funds  available to
                  pay the  entire  amount  of the  Accrued  Class D  Certificate
                  Interest,  the  amounts  available  shall  be  applied  to the
                  payment of such interest on the Class D Certificates  on a pro
                  rata basis; and

                  (3)      third, to the Depositor, any funds remaining on
                  deposit in the Certificate Interest Distribution Account.

         (ii)  withdraw the amounts  deposited  into the  Certificate  Principal
         Distribution Account pursuant to Section 4.6(c) and (d) of the Sale and
         Servicing  Agreement on or prior to such  Distribution Date and make or
         cause to be made  distributions  and payments in the following order of
         priority:

                  (1)  first,   to  the   Certificateholders   of  the  Class  C
                  Certificates  in reduction of the  Certificate  Balance of the
                  Class C  Certificates,  until the  Certificate  Balance of the
                  Class C Certificates  has been reduced to zero;  provided that
                  if there are not  sufficient  funds  available  to reduce  the
                  Certificate  Balance of the Class C Certificates  to zero, the
                  amounts  available  shall be applied to the  reduction  of the
                  Certificate  Balance of the Class C Certificates on a pro rata
                  basis;

                  (2)  second,  to  the   Certificateholders   of  the  Class  D
                  Certificates  in reduction of the  Certificate  Balance of the
                  Class D  Certificates,  until the  Certificate  Balance of the
                  Class D Certificates  has been reduced to zero;  provided that
                  if there are not  sufficient  funds  available  to reduce  the
                  Certificate  Balance of the Class D Certificates  to zero, the
                  amounts  available  shall be applied to the  reduction  of the
                  Certificate  Balance of the Class D  Certificates  on pro rata
                  basis; and

                  (3)      third, to the Depositor, any funds remaining on
                  deposit in the Certificate Principal Distribution Account.

         (b) On each Distribution  Date, the Owner Trustee shall, or shall cause
the  Certificate  Paying  Agent  to,  send to each  Certificateholder  as of the
related Record Date the statement  provided to the Owner Trustee by the Servicer
pursuant to Section 4.9 of the Sale and Servicing Agreement with respect to such
Distribution Date.

         (c) In the event  that any  withholding  tax is  imposed  on the Trusts
payment (or allocations of income) to a Certificateholder, such tax shall reduce
the amount otherwise  distributable to such Certificateholder in accordance with
this Section 5.2. The Owner Trustee and each Certificate  Paying Agent is hereby
authorized and directed to retain from amounts  otherwise  distributable  to the
Certificateholders  sufficient funds for the payment of any such withholding tax
that is legally owed by the Trust (but such authorization  shall not prevent the
Owner  Trustee from  contesting  any such tax in  appropriate  proceedings,  and
withholding  payment of such tax, if  permitted  by law,  pending the outcome of
such  proceedings).  The amount of any withholding tax imposed with respect to a
Certificateholder shall be treated as cash distributed to such Certificateholder
at the time it is withheld by the Trust and remitted to the  appropriate  taxing
authority.  If there is a  possibility  that  withholding  tax is  payable  with
respect   to  a   distribution   (such   as  a   distribution   to  a   non-U.S.
Certificateholder), the Owner Trustee may, in its sole discretion, withhold such
amounts  in  accordance   with  this   paragraph   (c).  In  the  event  that  a
Certificateholder  wishes to apply for a refund of any such withholding tax, the
Owner Trustee shall reasonably  cooperate with such  Certificateholder in making
such  claim so long as such  Certificateholder  agrees  to  reimburse  the Owner
Trustee for any out-of-pocket expenses incurred.
SECTION 5.3 Method of Payment. Subject to Section 9.1(c), distributions
required to be made to Certificateholders on any Distribution Date shall be made
to each  Certificateholder of record on the preceding Record Date either by wire
transfer,   in   immediately   available   funds,   to  the   account   of  such
Certificateholder  at a bank  or  other  entity  having  appropriate  facilities
therefor, if (i) such  Certificateholder  shall have provided to the Certificate
Registrar appropriate written instructions at least five (5) Business Days prior
to such  Distribution  Date  and  such  Certificateholders  Certificates  in the
aggregate  evidence a  denomination  of not less than  $1,000,000,  or (ii) such
Certificateholder  is the  Depositor  or,  if  not,  by  check  mailed  to  such
Certificateholder  at the  address of such  Certificateholder  appearing  in the
Certificate Register.  Notwithstanding the foregoing,  the final distribution in
respect  of  any  Certificate   (whether  on  the  applicable   Final  Scheduled
Distribution  Date or  otherwise)  will be payable  only upon  presentation  and
surrender  of such  Certificate  at the  office  or agency  maintained  for that
purpose by the Owner Trustee pursuant to Section 3.9.

         SECTION 5.4 No Segregation of Monies; No Interest.  Subject to Sections
5.1 and  5.2,  monies  received  by the  Owner  Trustee  hereunder  need  not be
segregated in any manner except to the extent  required by law, the Indenture or
the Sale and  Servicing  Agreement,  and may be  deposited  under  such  general
conditions  as may be  prescribed  by law,  and the Owner  Trustee  shall not be
liable for any interest thereon.

         SECTION 5.5 Accounting and Reports to Noteholders,  Certificateholders,
Internal  Revenue  Service  and  Others.  The  Owner  Trustee  shall,  based  on
information provided by or on behalf of the Depositor, (a) maintain (or cause to
be  maintained)  the books of the Trust on a calendar  year basis on the accrual
method  of  accounting,   (b)  deliver  (or  cause  to  be  delivered)  to  each
Certificateholder,  as may be  required  by the  Code  and  applicable  Treasury
Regulations,  such  information as may be required  (including  Schedule K-1) to
enable  each  Certificateholder  to prepare  its  federal  and State  income tax
returns,  (c) file (or cause to be filed) such tax returns relating to the Trust
(including  a  partnership  information  return,  IRS Form 1065),  and make such
elections  as may  from  time to time  be  required  or  appropriate  under  any
applicable  State or federal  statute or rule or regulation  thereunder so as to
maintain the Trusts  characterization  as a partnership  for federal  income tax
purposes,  (d) cause such tax returns to be signed in the manner required by law
and (e) collect (or cause to be collected) any  withholding  tax as described in
and in accordance with Section 5.2(c) with respect to income or distributions to
Certificateholders. The Owner Trustee shall elect under Section 1278 of the Code
to include in income  currently any market discount that accrues with respect to
the  Receivables.  The Owner Trustee shall not make the election  provided under
Section 754 of the Code.

         SECTION  5.6  Signature  on  Returns;  Tax  Matters  Partner.  (a)  The
Depositor,  as general partner for income tax purposes,  shall prepare (or cause
to be prepared) and sign, on behalf of the Trust, the tax returns of the Trust.

         (b) The Depositor shall be designated the "tax matters  partner" of the
Trust  pursuant to Section  6231(a)(7)(A)  of the Code and  applicable  Treasury
Regulations.

                                   ARTICLE VI

                      AUTHORITY AND DUTIES OF OWNER TRUSTEE

         SECTION 6.1 General  Authority.  The Owner  Trustee is  authorized  and
directed to execute and  deliver on behalf of the Trust the Basic  Documents  to
which the Trust is to be a party and each certificate or other document attached
as an exhibit to or contemplated by the Basic Documents to which the Trust is to
be a party and any amendment or other  agreement,  in each case, in such form as
the Depositor  shall approve,  as evidenced  conclusively by the Owner Trustee's
execution thereof and the Depositor's execution of this Agreement, and to direct
the  Indenture  Trustee to  authenticate  and deliver (i) Class A-1 Notes in the
aggregate  principal  amount  of  $439,000,000,  (ii)  Class  A-2  Notes  in the
aggregate  principal  amount  of  $360,000,000,  (iii)  Class  A-3  Notes in the
aggregate  principal  amount  of  $294,000,000,  (iv)  Class  A-4  Notes  in the
aggregate principal amount of $227,000,000, (v) Class A-5 Notes in the aggregate
principal amount of $153,000,000,  (vi) Variable Pay Term Notes in the aggregate
amount of  $490,556,000  on the Closing Date and in such other amounts as may be
issued on Targeted Scheduled  Distribution Dates to pay the aggregate  principal
amount of a subclass of Class A Notes pursuant to the Indenture, and (vii) Class
B Notes in the aggregate  principal  amount of  $72,724,000.  In addition to the
foregoing,  the Owner Trustee is authorized to take all actions  required of the
Trust pursuant to the Basic Documents.  The Owner Trustee is further  authorized
from time to time to take such action on behalf of the Trust as is  permitted by
the Basic  Documents  and which the Servicer or the  Administrator  directs with
respect  to the Basic  Documents,  except  to the  extent  that  this  Agreement
expressly requires the consent of Certificateholders for such action.
SECTION 6.2 General Duties.  Subject to Section 4.1 hereof, it shall be
the duty of the Owner  Trustee to discharge (or cause to be  discharged)  all of
its responsibilities pursuant to the terms of this Agreement and the other Basic
Documents  to which  the  Trust is a party  and to  administer  the Trust in the
interest of the Certificateholders,  subject to the lien of the Indenture and in
accordance with the provisions of this Agreement and the other Basic  Documents.
Notwithstanding  anything  else to the  contrary  in this  Agreement,  the Owner
Trustee  shall be deemed to have  discharged  its  duties  and  responsibilities
hereunder  and under the Basic  Documents  to the  extent the  Administrator  is
required in the Administration Agreement to perform any act or to discharge such
duty of the Owner  Trustee  or the  Trust  hereunder  or under  any other  Basic
Document,  and the Owner  Trustee  shall not be held  liable for the  default or
failure  of  the   Administrator   to  carry  out  its  obligations   under  the
Administration  Agreement.  Except as expressly provided in the Basic Documents,
the Owner Trustee shall have no obligation to administer, service or collect the
Receivables or to maintain,  monitor or otherwise  supervise the administration,
servicing or collection of the Receivables.

         SECTION 6.3 Action upon Instruction.  (a) Subject to Article IV, and in
accordance with the terms of the Basic Documents, the Certificateholders may, by
written instruction, direct the Owner Trustee in the management of the Trust.

         (b)  The  Owner  Trustee  shall  not be  required  to take  any  action
hereunder or under any Basic Document if the Owner Trustee shall have reasonably
determined, or shall have been advised by counsel, that such action is likely to
result in liability on the part of the Owner Trustee or is contrary to the terms
hereof or of any other Basic Document or is otherwise contrary to law.

         (c) Whenever the Owner Trustee is unable to decide between  alternative
courses of action  permitted  or required by the terms of this  Agreement or any
other Basic Document, the Owner Trustee shall promptly give notice (in such form
as shall be  appropriate  under  the  circumstances)  to the  Certificateholders
requesting  instruction  as to the  course of action to be  adopted,  and to the
extent the Owner  Trustee  acts in good  faith in  accordance  with any  written
instruction of the  Certificateholders  received, the Owner Trustee shall not be
liable on account of such action to any Person.  If the Owner  Trustee shall not
have received  appropriate  instruction  within ten (10) days of such notice (or
within such shorter period of time as reasonably may be specified in such notice
or may be necessary under the  circumstances) it may, but shall be under no duty
to,  take or  refrain  from  taking  such  action,  not  inconsistent  with this
Agreement  or the  other  Basic  Documents,  as it shall  deem to be in the best
interests of the  Certificateholders,  and shall have no liability to any Person
for such action or inaction.

         (d) In the event the Owner Trustee is unsure as to the  application  of
any  provision  of this  Agreement  or any  other  Basic  Document  or any  such
provision  is  ambiguous  as to its  application,  or is, or  appears  to be, in
conflict  with  any  other  applicable  provision,  or in the  event  that  this
Agreement  permits  any  determination  by the Owner  Trustee or is silent or is
incomplete as to the course of action that the Owner Trustee is required to take
with respect to a particular set of facts, the Owner Trustee may give notice (in
such   form  as  shall  be   appropriate   under  the   circumstances)   to  the
Certificateholders  requesting  instruction  and,  to the extent  that the Owner
Trustee acts or refrains from acting in good faith in  accordance  with any such
instruction received,  the Owner Trustee shall not be liable, on account of such
action or inaction,  to any Person. If the Owner Trustee shall not have received
appropriate  instruction  within ten (10) days of such  notice  (or within  such
shorter  period of time as reasonably  may be specified in such notice or may be
necessary under the  circumstances)  it may, but shall be under no duty to, take
or refrain from taking such action not  inconsistent  with this Agreement or the
other  Basic  Documents,  as it shall  deem to be in the best  interests  of the
Certificateholders, and shall have no liability to any Person for such action or
inaction.

         SECTION  6.4 No Duties  Except as  Specified  in this  Agreement  or in
Instructions. The Owner Trustee shall not have any duty or obligation to manage,
make any  payment  with  respect  to,  register,  record,  sell,  dispose of, or
otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from
taking any action under, or in connection with, any document contemplated hereby
to which the Owner Trustee or the Trust is a party, except as expressly provided
by the  terms  of this  Agreement  or in any  document  or  written  instruction
received by the Owner Trustee  pursuant to Section 6.3; and no implied duties or
obligations  shall be read  into this  Agreement  or any  other  Basic  Document
against the Owner Trustee.  The Owner Trustee shall have no  responsibility  for
filing any financing or continuation  statement in any public office at any time
or to otherwise  perfect or maintain the perfection of any security  interest or
lien granted to it hereunder or to prepare or file any Commission filing for the
Trust or to record this Agreement or any other Basic Document. The Owner Trustee
nevertheless agrees that it will, at its own cost and expense, promptly take all
action as may be  necessary  to  discharge  any lien (other than the lien of the
Indenture)  on any part of the Owner Trust  Estate that results from actions by,
or claims  against,  the Owner  Trustee that are not related to the ownership or
the administration of the Owner Trust Estate.
SECTION 6.5 No Action Except Under Specified Documents or Instructions.
The Owner Trustee shall not manage,  control, use, sell, dispose of or otherwise
deal with any part of the Owner Trust Estate except (i) in  accordance  with the
powers granted to and the authority conferred upon the Owner Trustee pursuant to
this  Agreement,  (ii) in accordance with the other Basic Documents to which the
Trust or the Owner Trust is a party and (iii) in accordance with any document or
instruction  delivered to the Owner Trustee pursuant to Section 6.3. Neither the
Depositor nor the Certificateholders shall direct the Trustee to take any action
that would violate the provisions of this Section 6.5.

         SECTION 6.6  Restrictions.  The Owner Trustee shall not take any action
(a) that is inconsistent with the purposes of the Trust set forth in Section 2.3
or (b) that, to the actual knowledge of the Owner Trustee,  would (i) affect the
treatment of the Notes as  indebtedness  for federal  income or  Applicable  Tax
State  income  or  franchise  tax  purposes,  (ii) be  deemed to cause a taxable
exchange  of the Notes for  federal  income or  Applicable  Tax State  income or
franchise  tax  purposes or (iii)  cause the Trust or any portion  thereof to be
taxable  as  an  association  (or  publicly  traded  partnership)  taxable  as a
corporation  for federal  income or Applicable Tax State income or franchise tax
purposes.  The  Certificateholders  shall not direct  the Owner  Trustee to take
action that would violate the provisions of this Section 6.6.

                                   ARTICLE VII

              REGARDING THE OWNER TRUSTEE AND THE DELAWARE TRUSTEE

         SECTION 7.1 Acceptance of Trusts and Duties.  Each of the Owner Trustee
and the Delaware  Trustee  accept the trusts  hereby  created and each agrees to
perform its duties hereunder with respect to such trusts but only upon the terms
of this  Agreement.  Each Co-Trustee also agrees to disburse all monies actually
received by it  constituting  part of the Owner  Trust  Estate upon the terms of
this  Agreement  and the other Basic  Documents  to which each  Co-Trustee  is a
party. Each Co-Trustee shall not be answerable or accountable hereunder or under
any other Basic Document under any circumstances, except (i) for its own willful
misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of any
representation  or warranty  contained in Section 7.3  expressly  made by either
Co-Trustee.  In  particular,  but not by way of  limitation  (and subject to the
exceptions set forth in the preceding sentence):

         (a)      the Co-Trustees shall not be liable for any error of judgment
made by a responsible officer of either of the Co-Trustees;

         (b) the  Co-Trustees  shall not be liable  with  respect  to any action
taken or omitted to be taken by them in accordance with the  instructions of any
Certificateholder,  the Indenture Trustee,  the Depositor,  the Administrator or
the Servicer;

         (c) no provision of this  Agreement or any other Basic  Document  shall
require the Co-Trustees to expend or risk funds or otherwise incur any financial
liability in the performance of any of their rights or powers hereunder or under
any other Basic Document if the Co-Trustees  shall have  reasonable  grounds for
believing that repayment of such funds or adequate  indemnity  against such risk
or liability is not reasonably assured or provided to them;

         (d)  under  no  circumstances  shall  the  Co-Trustees  be  liable  for
indebtedness evidenced by or arising under any of the Basic Documents, including
the  principal  of and  interest  on the Notes or amounts  distributable  on the
Certificates;

         (e) the  Co-Trustees  shall not be responsible for or in respect of the
validity or sufficiency of this Agreement or for the due execution hereof by the
Depositor  or for  the  form,  character,  genuineness,  sufficiency,  value  or
validity of any of the Owner Trust  Estate or for or in respect of the  validity
or  sufficiency  of the other Basic  Documents,  other than the  certificate  of
authentication on the Certificates, and the Co-Trustees shall in no event assume
or  incur  any  liability,  duty,  or  obligation  to any  Noteholder  or to any
Certificateholder,  other than as expressly provided for herein and in the other
Basic Documents;

         (f) the  Co-Trustees  shall not be liable for the default or misconduct
of the Servicer, the Administrator, the Depositor or the Indenture Trustee under
any of the Basic  Documents  or  otherwise  and the  Co-Trustees  shall  have no
obligation  or  liability  to perform  the  obligations  of the Trust under this
Agreement or the other Basic  Documents that are required to be performed by the
Administrator  under the Administration  Agreement,  the Servicer under the Sale
and Servicing Agreement or the Indenture Trustee under the Indenture; and
(g) the Co-Trustees shall be under no obligation to exercise any of the
rights or powers vested in them by this Agreement,  or to institute,  conduct or
defend any  litigation  under this Agreement or otherwise or in relation to this
Agreement or any other Basic Document, at the request, order or direction of any
of the  Certificateholders,  unless such  Certificateholders have offered to the
Co-Trustees  security  or  indemnity  satisfactory  to them  against  the costs,
expenses  and  liabilities  that may be incurred by the  Co-Trustees  therein or
thereby.  The  right  of  the  Co-Trustees  to  perform  any  discretionary  act
enumerated  in this  Agreement  or in any  other  Basic  Document  shall  not be
construed as a duty, and the Co-Trustees  shall not be answerable for other than
the  willful  misconduct,  bad  faith or  negligence  of  either  of them in the
performance of any such act.

         SECTION 7.2 Furnishing of Documents. The Owner Trustee shall furnish to
the  Certificateholders,  promptly upon receipt of a written  request  therefor,
duplicates or copies of all reports, notices, requests,  demands,  certificates,
financial  statements and any other  instruments  furnished to the Owner Trustee
under the Basic Documents.

         SECTION  7.3  Representations  and  Warranties.  (a) The Owner  Trustee
hereby  represents  and  warrants  to the  Depositor,  for  the  benefit  of the
Certificateholders, that:

         (i) It is a banking  corporation duly organized and validly existing in
         good  standing  under  the laws of the  State of New  York.  It has all
         requisite corporate power and authority to execute, deliver and perform
         its obligations under this Agreement.

         (ii) It has taken all  corporate  action  necessary  to  authorize  the
         execution and delivery by it of this Agreement, and this Agreement will
         be executed and delivered by one of its officers who is duly authorized
         to execute and deliver this Agreement on its behalf.

         (iii) Neither the  execution nor the delivery by it of this  Agreement,
         nor the consummation by it of the transactions  contemplated hereby nor
         compliance  by it with  any of the  terms  or  provisions  hereof  will
         contravene  any federal or  Delaware  State law,  governmental  rule or
         regulation  governing  the banking or trust powers of the Owner Trustee
         or any judgment or order binding on it, or constitute any default under
         its charter documents or by-laws or any indenture,  mortgage, contract,
         agreement or  instrument  to which it is a party or by which any of its
         properties may be bound.

         (b)      The Delaware Trustee hereby represents and warrants to the
Depositor, for the benefit of the Certificateholders, that:

         (i) It is a banking  corporation duly organized and validly existing in
         good  standing  under  the laws of the  State of  Delaware.  It has all
         requisite corporate power and authority to execute, deliver and perform
         its obligations under this Agreement.

         (ii) It has taken all  corporate  action  necessary  to  authorize  the
         execution and delivery by it of this Agreement, and this Agreement will
         be executed and delivered by one of its officers who is duly authorized
         to execute and deliver this Agreement on its behalf.

         (iii) Neither the  execution nor the delivery by it of this  Agreement,
         nor the consummation by it of the transactions  contemplated hereby nor
         compliance  by it with  any of the  terms  or  provisions  hereof  will
         contravene  any federal or  Delaware  State law,  governmental  rule or
         regulation  governing  the  banking  or trust  powers  of the  Delaware
         Trustee  or any  judgment  or order  binding on it, or  constitute  any
         default  under its  charter  documents  or  by-laws  or any  indenture,
         mortgage,  contract,  agreement or instrument to which it is a party or
         by which any of its properties may be bound.
SECTION 7.4 Reliance;  Advice of Counsel.  (a) The Co-Trustees may rely
upon, shall be protected in relying upon, and shall incur no liability to anyone
in acting upon any signature,  instrument, notice, resolution, request, consent,
order,  certificate,  report, opinion, bond, or other document or paper believed
by it to be  genuine  and  believed  by it to be signed by the  proper  party or
parties.  The  Co-Trustees  may accept a certified  copy of a resolution  of the
board of directors or other  governing body of any corporate party as conclusive
evidence  that such  resolution  has been duly adopted by such body and that the
same is in full  force and  effect.  As to any fact or matter  the method of the
determination of which is not specifically  prescribed  herein,  the Co-Trustees
may for all purposes  hereof rely on a  certificate,  signed by the president or
any vice  president  or by the  treasurer  or other  authorized  officers of the
relevant party, as to such fact or matter and such certificate  shall constitute
full  protection to the  Co-Trustees for any action taken or omitted to be taken
by it in good faith in reliance thereon.

         (b) In the exercise or  administration  of the trusts  hereunder and in
the performance of its duties and obligations  under this Agreement or the other
Basic  Documents,  the Co-Trustees (i) may act directly or through its agents or
attorneys  pursuant  to  agreements  entered  into  with  any of  them,  and the
Co-Trustees  shall not be liable for the conduct or misconduct of such agents or
attorneys  if  such  agents  or  attorneys  shall  have  been  selected  by  the
Co-Trustees with reasonable care, and (ii) may consult with counsel, accountants
and other skilled  Persons to be selected with  reasonable  care and employed by
it. The Co-Trustees  shall not be liable for anything done,  suffered or omitted
in good faith by them in  accordance  with the written  opinion or advice of any
such  counsel,  accountants  or other  such  Persons  and not  contrary  to this
Agreement or any other Basic Document.

         SECTION 7.5 Not Acting in  Individual  Capacity.  Except as provided in
this Article VII, in accepting the trusts hereby  created,  The Bank of New York
acts solely as Owner Trustee  hereunder and The Bank of New York (Delaware) acts
solely as Delaware Trustee hereunder and not in their individual capacities, and
all  Persons  having  any  claim  against  the  Co-Trustees  by  reason  of  the
transactions  contemplated  by this  Agreement or any other Basic Document shall
look only to the Owner Trust Estate for payment or satisfaction thereof.

         SECTION 7.6 Owner Trustee Not Liable for  Certificates  or Receivables.
The recitals contained herein and in the Certificates  (other than the signature
and countersignature of the Owner Trustee on the Certificates) shall be taken as
the statements of the Depositor, and the Owner Trustee assumes no responsibility
for the correctness  thereof.  The Co-Trustees make no representations as to the
validity or sufficiency of this Agreement, of any other Basic Document or of the
Certificates (other than the signature and countersignature of the Owner Trustee
on the  Certificates)  or the Notes, or of any Receivable or related  documents.
The Owner Trustee,  the Delaware  Trustee,  The Bank of New York and The Bank of
New York (Delaware) shall at no time have any responsibility or liability for or
with respect to the legality,  validity and enforceability of any Receivable, or
the perfection and priority of any security  interest  created by any Receivable
in any Financed  Vehicle or the maintenance of any such perfection and priority,
or for or with  respect  to the  sufficiency  of the Owner  Trust  Estate or its
ability to generate the payments to be distributed to  Certificateholders  under
this  Agreement  or the  Noteholders  under the  Indenture,  including,  without
limitation: the existence,  condition and ownership of any Financed Vehicle; the
existence  and  enforceability  of any  insurance  thereon;  the  existence  and
contents of any Receivable on any computer or other record thereof; the validity
of the assignment of any Receivable to the Trust or any intervening  assignment;
the  completeness  of any  Receivable;  the  performance  or  enforcement of any
Receivable; the compliance by the Depositor or the Servicer with any warranty or
representation made under any Basic Document or in any related document,  or the
accuracy of any such warranty or  representation  or any action of the Indenture
Trustee,  the Administrator or the Servicer or any subservicer taken in the name
of the Owner Trustee or the Delaware Trustee.

         SECTION 7.7 Co-Trustees May Own Certificates and Notes. The Bank of New
York and The Bank of New York  (Delaware),  in  their  individual  or any  other
capacities,  may become the owner or  pledgee of  Certificates  or Notes and may
deal with the  Depositor,  the  Servicer,  the  Administrator  and the Indenture
Trustee  in  banking  transactions  with the same  rights as they  would have if
either of them were not the Owner Trustee or the Delaware Trustee.
ARTICLE VIII

                   COMPENSATION AND INDEMNITY OF OWNER TRUSTEE

         SECTION 8.1 Owner Trustee's Fees and Expenses.  The  Co-Trustees  shall
receive as  compensation  for their  services  hereunder  such fees as have been
separately  agreed  upon before the date hereof  between the  Depositor  and the
Co-Trustees,  and the  Co-Trustees  shall be entitled to and  reimbursed  by the
Depositor  for  their  other  reasonable  expenses   hereunder,   including  the
reasonable   compensation,   expenses   and   disbursements   of  such   agents,
representatives, experts and counsel as the Co-Trustees may employ in connection
with the exercise and performance of their rights and its duties hereunder. Such
amounts  shall be treated for tax  purposes as having  been  contributed  to the
Trust by the Depositor and the tax deduction for such amounts shall be allocated
to the Depositor.

         SECTION 8.2  Indemnification.  The  Depositor  shall be liable as prime
obligor for, and shall indemnify the  Co-Trustees,  The Bank of New York and The
Bank of New York (Delaware) and their respective successors, assigns, agents and
servants (collectively, the "Indemnified Parties") from and against, any and all
liabilities, obligations, losses, damages, taxes, claims, actions and suits, and
any and all reasonable costs,  expenses and disbursements  (including reasonable
legal  fees  and  expenses)  of any kind and  nature  whatsoever  (collectively,
"Expenses")  which may at any time be  imposed  on,  incurred  by,  or  asserted
against  the  Co-Trustees,  The  Bank  of New  York  and The  Bank  of New  York
(Delaware)  or any  Indemnified  Party in any way  relating to or arising out of
this  Agreement,  the  other  Basic  Documents,  the  Owner  Trust  Estate,  the
administration  of the Owner Trust Estate or the action or inaction of the Owner
Trustee  hereunder;  provided  that the  Depositor  shall not be  liable  for or
required to indemnify an Indemnified  Party from and against Expenses arising or
resulting from (i) the Indemnified Party's own willful misconduct,  bad faith or
negligence,  or (ii) the inaccuracy of any  representation or warranty contained
in  Section  7.3  expressly  made  by the  Indemnified  Party.  The  indemnities
contained in this Section 8.2 shall survive the  resignation  or  termination of
the Co-Trustees or the termination of this Agreement. In the event of any claim,
action or proceeding for which indemnity will be sought pursuant to this Section
8.2, the  Co-Trustees'  choice of legal counsel shall be subject to the approval
of the Depositor, which approval shall not be unreasonably withheld.

         SECTION  8.3  Payments  to   Co-Trustees.   Any  amounts  paid  to  the
Co-Trustees  pursuant to this  Article  VIII shall be deemed not to be a part of
the Owner Trust Estate immediately after such payment.

                                   ARTICLE IX

                                   TERMINATION

         SECTION 9.1 Termination of Trust  Agreement.  (a) This Agreement (other
than the provisions of Article VIII) shall  terminate and be of no further force
or effect and the Trust shall wind up and dissolve  upon the earlier of (i) upon
the  maturity or other  liquidation  of the last  remaining  Receivable  and the
disposition  of any amounts  received upon such maturity or  liquidation or (ii)
the  payment  to the  Noteholders  and  the  Certificateholders  of all  amounts
required to be paid to them pursuant to the terms of the Indenture, the Sale and
Servicing   Agreement  and  Article  V.  Any  Insolvency   Event,   liquidation,
dissolution,  death or incapacity  with respect to any  Certificateholder  shall
neither (x) operate to terminate  this  Agreement or the Trust,  nor (y) entitle
such  Certificateholder's  legal representatives or heirs to claim an accounting
or to take any action or  proceeding  in any court for a partition or winding up
of all or any part of the Trust or Owner Trust Estate nor (z)  otherwise  affect
the rights,  obligations and liabilities of the parties hereto. Upon dissolution
of the Trust,  the Owner  Trustee  shall wind up the business and affairs of the
Trust as required by Section 3808 of the Business Trust Statute.

         (b)      Neither the Depositor nor any Certificateholder shall be
entitled to revoke or terminate the Trust.

         (c) Notice of any termination of the Trust, specifying the Distribution
Date upon which the Certificateholders shall surrender their Certificates to the
Certificate Paying Agent for payment of the final distribution and cancellation,
shall be given by the  Owner  Trustee  by letter  to  Certificateholders  mailed
within five (5) Business Days of receipt of notice of such  termination from the
Servicer,  stating (i) the Distribution Date upon or with respect to which final
payment of the Certificates shall be made upon presentation and surrender of the
Certificates at the office of the Certificate  Paying Agent therein  designated,
(ii) the amount of any such final payment (after  reservation of sums sufficient
to pay all  claims  and  obligations,  if any,  known to the Owner  Trustee  and
payable by the Trust) and (iii) that the Record  Date  otherwise  applicable  to
such  Distribution  Date  is not  applicable,  payments  being  made  only  upon
presentation  and surrender of the Certificates at the office of the Certificate
Paying Agent therein specified.  The Owner Trustee shall give such notice to the
Certificate  Registrar  (if other than the Owner  Trustee)  and the  Certificate
Paying  Agent at the time  such  notice  is  given to  Certificateholders.  Upon
presentation  and surrender of the  Certificates,  the Certificate  Paying Agent
shall cause to be distributed to  Certificateholders  amounts  distributable  on
such  Distribution  Date  pursuant to Section  5.2.  Upon the  satisfaction  and
discharge of the  Indenture,  and receipt of a  certificate  from the  Indenture
Trustee  stating  that  all  Noteholders  have  been  paid in full  and that the
Indenture  Trustee is aware of no claims remaining  against the Trust in respect
of the  Indenture  and the Notes,  the Owner  Trustee,  in the absence of actual
knowledge  of any other claim  against  the Trust,  shall be deemed to have made
reasonable provision to pay all claims and obligations  (including  conditional,
contingent  or unmatured  obligations)  for  purposes of Section  3808(e) of the
Business Trust Statute.
In the  event  that all of the  Certificateholders  shall  not
surrender their  Certificates for  cancellation  within six (6) months after the
date specified in the above mentioned  written  notice,  the Owner Trustee shall
give a second  written notice to the remaining  Certificateholders  to surrender
their  Certificates  for cancellation  and receive the final  distribution  with
respect thereto. If within one year after the second notice all the Certificates
shall not have been  surrendered  for  cancellation,  the Owner Trustee may take
appropriate steps, or may appoint an agent to take appropriate steps, to contact
the remaining Certificateholders  concerning surrender of their Certificates and
the cost  thereof  shall be paid out of the funds and other  assets  that  shall
remain subject to this Agreement.  Subject to applicable escheat laws, any funds
remaining in the Trust after exhaustion of such remedies shall be distributed by
the Owner Trustee to the Depositor.

         (d) Upon final  distribution of any funds  remaining in the Trust,  the
Owner Trustee shall cause the  Certificate  of Trust to be cancelled by filing a
certificate of  cancellation  with the Secretary of State in accordance with the
provisions of Section 3810(c) of the Business Trust Statute.

         SECTION 9.2  [Reserved]

         SECTION 9.3 Prepayment of Certificates.  (a) The Certificates  shall be
prepaid in whole, but not in part, at the direction of the Servicer  pursuant to
Section 9.1 of the Sale and Servicing  Agreement,  on any  Distribution  Date on
which the  Servicer  exercises  its option to  purchase  the assets of the Trust
pursuant  to said  Section  9.1,  and the amount paid by the  Servicer  shall be
treated as collections of  Receivables  and applied to pay the unpaid  principal
amount of the Notes and the  Aggregate  Certificate  Balance  plus  accrued  and
unpaid interest  (including any overdue  interest)  thereon.  The Servicer shall
furnish the Rating Agencies and the Owner Trustee notice of such prepayment.  If
the Certificates are to be prepaid pursuant to this Section 9.3(a), the Servicer
shall furnish notice of such election to the Owner Trustee not later than twenty
(20) days prior to the Prepayment Date and the Trust shall deposit by 10:00 A.M.
(New York City  time) on the  Prepayment  Date in the  Certificate  Distribution
Account the Prepayment Price of the  Certificates to be redeemed,  whereupon all
such Certificates shall be due and payable on the Prepayment Date.

         (b) Notice of  prepayment  under  Section  9.3(a) shall be given by the
Owner Trustee by first-class  mail,  postage prepaid,  or by facsimile mailed or
transmitted  immediately  following receipt of notice from the Trust or Servicer
pursuant  to  Section  9.3(a),  but not later  than ten (10)  days  prior to the
applicable  Prepayment  Date,  to  each  Certificateholder  as of the  close  of
business on the Record Date  preceding the applicable  Prepayment  Date, at such
Certificateholder's  address or facsimile  number  appearing in the  Certificate
Register.

                  All notices of prepayment shall state:

         (i)  the Prepayment Date;

         (ii)  the Prepayment Price; and

         (iii) the place  where  such  Certificates  are to be  surrendered  for
         payment of the Prepayment Price (which shall be the office or agency of
         the Owner Trustee to be maintained as provided in Section 3.9).

Notice of prepayment of the Certificates  shall be given by the Owner Trustee in
the name and at the expense of the Trust.  Failure to give notice of prepayment,
or any defect therein, to any  Certificateholder  shall not impair or affect the
validity of the prepayment of any other Certificate.

         (c) Following  notice of prepayment as required by Section 9.3(b),  the
Certificates shall on the Prepayment Date be paid by the Trust at the Prepayment
Price and  (unless  the Trust  shall  default in the  payment of the  Prepayment
Price) no interest shall accrue on the Prepayment Price for any period after the
date to which accrued  interest is calculated  for purposes of  calculating  the
Prepayment  Price.  Following  payment  in full of the  Prepayment  Price,  this
Agreement and the Trust shall terminate.
ARTICLE X

             SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

         SECTION 10.1  Eligibility  Requirements  for Owner Trustee and Delaware
Trustee.  (a) The Owner Trustee shall at all times (i) be authorized to exercise
corporate  trust  powers;  (ii) have a combined  capital and surplus of at least
$50,000,000  and shall be subject to  supervision  or  examination by federal or
state  authorities;  and (iii)  shall have (or shall  have a parent  that has) a
long-term debt rating of investment  grade by each of the Rating  Agencies or be
otherwise  acceptable to the Rating Agencies.  If such corporation shall publish
reports of condition at least annually,  pursuant to law or to the  requirements
of the aforesaid  supervising  or examining  authority,  then for the purpose of
this Section 10.1, the combined capital and surplus of such corporation shall be
deemed to be its  combined  capital  and surplus as set forth in its most recent
report of condition so  published.  In case at any time the Owner  Trustee shall
cease to be eligible in accordance with the provisions of this Section 10.1, the
Owner  Trustee  shall  resign  immediately  in the  manner  and with the  effect
specified in Section 10.2.

         (b) The Delaware Trustee shall at all times be a corporation satisfying
the provisions of Section 3807(a) of the Business Trust Statute.

         SECTION 10.2  Resignation  or Removal of Owner  Trustee or the Delaware
Trustee.  (a) The Owner  Trustee or the Delaware  Trustee may at any time resign
and be  discharged  from the  trusts  hereby  created by giving  written  notice
thereof to the  Administrator.  Upon receiving such notice of  resignation,  the
Administrator  shall  promptly  appoint a  successor  Owner  Trustee or Delaware
Trustee, as applicable,  by written instrument,  in duplicate, one copy of which
instrument shall be delivered to the resigning Owner Trustee or Delaware Trustee
and one copy to the applicable  successor owner Trustee or Delaware Trustee.  If
no successor Owner Trustee or Delaware  Trustee shall have been so appointed and
have  accepted  appointment  within  thirty  (30) days  after the giving of such
notice of  resignation,  the  resigning  Owner  Trustee or Delaware  Trustee may
petition any court of competent  jurisdiction for the appointment of a successor
Owner Trustee or Delaware Trustee; provided, however, that such right to appoint
or to  petition  for the  appointment  of any such  successor  shall in no event
relieve the  resigning  Owner Trustee or Delaware  Trustee from any  obligations
otherwise  imposed on it under the Basic  Documents  until such successor has in
fact assumed such appointment.

         (b) If at any time the Owner Trustee or Delaware Trustee shall cease to
be eligible in  accordance  with the  provisions of Section 10.1 or a Co-Trustee
resigns  pursuant  to  Section  10.2 of this  Agreement  and the  ineligible  or
non-resigning  Co-Trustee  or either  Co-Trustees  shall  fail to  resign  after
written  request  therefor  by the  Administrator,  or if at any time the  Owner
Trustee or Delaware Trustee shall be legally unable to act, or if at any time an
Insolvency  Event with respect to the Owner  Trustee or Delaware  Trustee  shall
have  occurred  and  be  continuing,  then  the  Administrator  may  remove  the
Co-Trustee  that is  insolvent  or  legally  unable  to act or may  remove  both
Co-Trustees.  If the  Administrator  shall remove one or both of the Co-Trustees
under the authority of the immediately  preceding  sentence,  the  Administrator
shall promptly appoint a successor Co-Trustee or Co-Trustees,  as applicable, by
written  instrument,  in  duplicate,  one  copy of  which  instrument  shall  be
delivered to the outgoing Co-Trustee or Co-Trustees,  as applicable,  so removed
and one copy to the successor  Co-Trustee or  Co-Trustees,  as  applicable,  and
shall  pay  all  fees  owed  to  the  outgoing  Co-Trustee  or  Co-Trustees,  as
applicable.

         (c) Any  resignation  or removal of a Co-Trustee  and  appointment of a
successor  Co-Trustee or  Co-Trustees  pursuant to any of the provisions of this
Section 10.2 shall not become  effective until  acceptance of appointment by the
successor  Co-Trustee or  Co-Trustees  pursuant to Section 10.3,  payment of all
fees and expenses owed to the outgoing  Co-Trustee or Co-Trustees and the filing
of a  certificate  of amendment to the  Certificate  of Trust if required by the
Business  Trust  Statute.   The  Administrator  shall  provide  notice  of  such
resignation   or   removal   of   the   Co-Trustee   or   Co-Trustees   to   the
Certificateholders,  the  Indenture  Trustee,  the  Noteholders,  any  remaining
Co-Trustee and each of the Rating Agencies.
SECTION  10.3  Successor  Owner  Trustee or Delaware  Trustee.  (a) Any
successor Owner Trustee or Delaware Trustee  appointed  pursuant to Section 10.2
shall  execute,  acknowledge  and  deliver  to  the  Administrator  and  to  its
predecessor  Owner  Trustee or Delaware  Trustee an  instrument  accepting  such
appointment  under  this  Agreement.  Upon the  resignation  or  removal  of the
predecessor  Owner Trustee or Delaware  Trustee becoming  effective  pursuant to
Section 10.2,  such  successor  Owner Trustee or Delaware  Trustee,  without any
further act, deed or conveyance,  shall become fully vested with all the rights,
powers,  duties,  and obligations of its predecessor under this Agreement,  with
like effect as if  originally  named as Owner Trustee or Delaware  Trustee.  The
predecessor  Owner Trustee or Delaware  Trustee shall,  upon payment of its fees
and  expenses,  deliver to the successor  Owner Trustee or Delaware  Trustee all
documents and  statements  and monies held by it under this  Agreement,  and the
Administrator  and the  predecessor  Owner  Trustee or  Delaware  Trustee  shall
execute and deliver such  instruments and do such other things as may reasonably
be required for fully and  certainly  vesting and  confirming  in the  successor
Owner  Trustee  or  Delaware  Trustee  all  such  rights,  powers,  duties,  and
obligations.

         (b) No  successor  Owner  Trustee  or  Delaware  Trustee  shall  accept
appointment  as  provided  in this  Section  10.3  unless,  at the  time of such
acceptance,  such successor Owner Trustee or Delaware  Trustee shall be eligible
pursuant to Section 10.1.

         (c) Upon  acceptance  of  appointment  by a successor  Owner Trustee or
Delaware  Trustee  pursuant to this Section 10.3, the  Administrator  shall mail
notice of the  successor  of such  Owner  Trustee  or  Delaware  Trustee  to all
Certificateholders,  the  Indenture  Trustee,  the  Noteholders,  any  remaining
Co-Trustee and the Rating Agencies. If the Administrator shall fail to mail such
notice  within ten (10) days after  acceptance of  appointment  by the successor
Owner  Trustee or De1aware  Trustee,  the  successor  Owner  Trustee or Delaware
Trustee   shall   cause  such  notice  to  be  mailed  at  the  expense  of  the
Administrator.

         (d) Any successor  Delaware Trustee appointed  hereunder shall file the
amendments to the  Certificate of Trust with the Secretary of State  identifying
the name and principal place of business of such successor  Delaware  Trustee in
the State of Delaware.

         SECTION  10.4  Merger or  Consolidation  of Owner  Trustee or  Delaware
Trustee. Any corporation into which the Owner Trustee or Delaware Trustee may be
merged or converted  or with which it may be  consolidated,  or any  corporation
resulting  from any  merger,  conversion  or  consolidation  to which  the Owner
Trustee or Delaware  Trustee shall be a party, or any corporation  succeeding to
all or substantially all of the corporate trust business of the Owner Trustee or
Delaware  Trustee,  shall,  without the execution or filing of any instrument or
any further act on the part of any of the parties hereto, anything herein to the
contrary  notwithstanding,  be the  successor  of the Owner  Trustee or Delaware
Trustee hereunder;  provided that such corporation shall be eligible pursuant to
Section  10.1;  and  provided  further,  that (i) the Owner  Trustee or Delaware
Trustee shall mail notice of such merger or consolidation to the Rating Agencies
not less than fifteen (15) days prior to the effective date thereof and (ii) the
Delaware Trustee shall file an amendment to the Certificate of Trust as required
by Section 10.3.

         SECTION  10.5  Appointment  of  Co-Trustee  or  Separate  Trustee.  (a)
Notwithstanding  any other  provisions of this  Agreement,  at any time, for the
purpose of meeting any legal  requirements of any jurisdiction in which any part
of the Owner Trust  Estate or any  Financed  Vehicle may at the time be located,
the  Administrator and the Owner Trustee acting jointly shall have the power and
shall  execute  and  deliver  all  instruments  to appoint  one or more  Persons
approved  by the Owner  Trustee  to act as  co-trustee,  jointly  with the Owner
Trustee,  or separate  trustee or separate  trustees,  of all or any part of the
Trust,  and to vest in such Person,  in such  capacity,  such title to the Owner
Trust Estate, or any part thereof,  and, subject to the other provisions of this
Section  10.5,  such  powers,  duties,  obligations,  rights  and  trusts as the
Administrator and the Owner Trustee may consider necessary or desirable.  If the
Administrator shall not have joined in such appointment within fifteen (15) days
after the  receipt by it of a request so to do, the Owner  Trustee  alone  shall
have the power to make such appointment. No co-trustee or separate trustee under
this Agreement shall be required to meet the terms of eligibility as a successor
trustee  pursuant  to  Section  10.1 and no  notice  of the  appointment  of any
co-trustee or separate trustee shall be required pursuant to Section 10.3.
(b) Each 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  Owner  Trustee  shall be  conferred  upon  and  exercised  or
         performed by the Owner Trustee and such separate  trustee or co-trustee
         jointly (it being  understood that such separate  trustee or co-trustee
         is not authorized to act separately  without the Owner Trustee  joining
         in  such  act),  except  to  the  extent  that  under  any  law  of any
         jurisdiction  in which any  particular act or acts are to be performed,
         the Owner 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 Trust 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 Owner Trustee;

         (ii) no trustee  under this  Agreement  shall be  personally  liable by
         reason  of any  act  or  omission  of  any  other  trustee  under  this
         Agreement; and

         (iii) the Administrator and the Owner Trustee acting jointly 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 Owner  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 Agreement and
the conditions of this Article X. 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 Owner
Trustee or separately, as may be provided therein, subject to all the provisions
of this  Agreement,  specifically  including  every  provision of this Agreement
relating to the conduct of, affecting the liability of, or affording  protection
to,  the Owner  Trustee.  Each  such  instrument  shall be filed  with the Owner
Trustee and a copy thereof given to the Administrator.

         (d) Any  separate  trustee or  co-trustee  may at any time  appoint the
Owner Trustee as 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 Owner  Trustee,  to the extent  permitted  by law,  without the
appointment of a new or successor trustee.

         SECTION 10.6  Compliance  with Business Trust Statute.  Notwithstanding
anything herein to the contrary,  the Trust shall at all times have at least one
trustee which meets the  requirements  of Section  3807(a) of the Business Trust
Statute.
ARTICLE XI

                                  MISCELLANEOUS

         SECTION 11.1  Supplements  and  Amendments.  (a) This  Agreement may be
amended by the Depositor and the Owner Trustee, with prior written notice to the
Rating  Agencies,  without  the  consent  of  any  of  the  Noteholders  or  the
Certificateholders or the Swap Counterparty,  to cure any ambiguity,  to correct
or supplement  any  provisions  in this  Agreement  inconsistent  with any other
provision of this  Agreement or for the purpose of adding any  provisions  to or
changing in any manner or eliminating  any of the provisions in this  Agreement;
provided,  however,  that such action  shall not, as  evidenced by an Opinion of
Counsel  satisfactory to the Owner Trustee and the Indenture Trustee,  adversely
affect the rights or  obligations  of the Swap  Counterparty  under the Interest
Rate Swap  Agreement or impair the ability of the Trust to fully  perform any of
its  obligations  under  the  Interest  Rate Swap  Agreement  or shall  not,  as
evidenced  by an opinion of Counsel  satisfactory  to the Owner  Trustee and the
Indenture Trustee, adversely affect in any material respect the interests of any
Noteholder or Certificateholder; and provided further that an Opinion of Counsel
shall be furnished to the Indenture  Trustee and the Owner Trustee to the effect
that such amendment (A) will not materially  adversely affect the federal or any
Applicable  Tax State income or franchise  taxation of any  outstanding  Note or
Certificate,  or any Noteholder or Certificateholder  and (B) will not cause the
Trust to be taxable as a  corporation  for federal or any  Applicable  Tax State
income or franchise tax purposes. In addition,  this Agreement may be amended by
the Depositor and the Owner Trustee,  with prior notice to the Rating  Agencies,
without  the consent of any of the  Noteholders  or the  Certificateholders,  in
connection with the registration of the  Certificates  under the Securities Act,
in  order  to  facilitate  such  registration,  including  with  respect  to the
modification of the restrictions  applicable to the transfer of the Certificates
and modification of the legend set forth on the form of the Certificates.

         (b)  This  Agreement  may  also  be  amended  from  time to time by the
Depositor, the Owner Trustee and the Delaware Trustee, with prior written notice
to the Rating Agencies,  with the consent of (i) the Indenture  Trustee,  to the
extent that its rights or obligations would be affected by such amendment,  (ii)
the  Noteholders  of Notes  evidencing not less than a majority of the principal
amount of the Notes Outstanding,  (iii) the  Certificateholders  of Certificates
evidencing  not less than a majority of the  Aggregate  Certificate  Balance and
(iv) the Swap  Counterparty to the extent such amendment  adversely  affects the
rights or  obligations  of the Swap  Counterparty  or  modifies  or impairs  the
ability of the Trust to fully perform any of its obligations  under the Interest
Rate Swap Agreement,  for the purpose of adding any provisions to or changing in
any  manner  or  eliminating  any of the  provisions  of  this  Agreement  or of
modifying in any manner the rights of the Noteholders or the Certificateholders;
provided,  however,  that no such amendment  shall (i) increase or reduce in any
manner  the  amount  of, or  accelerate  or delay the  timing  of, or change the
allocation  or  priority  of,   collections   of  payments  on   Receivables  or
distributions that are required to be made for the benefit of the Noteholders or
the Certificateholders, or (ii) reduce the aforesaid percentage of the principal
amount of the Notes Outstanding and the Aggregate  Certificate  Balance required
to consent to any such amendment, without the consent of all the Noteholders and
Certificateholders  affected thereby;  and provided further,  that an Opinion of
Counsel shall be furnished to the Indenture Trustee and the Owner Trustee to the
effect that such amendment (A) will not materially  adversely affect the federal
or any Applicable Tax State income or franchise taxation of any outstanding Note
or Certificate,  or any Noteholder or  Certificateholder  and (B) will not cause
the Trust to be taxable as a corporation for federal or any Applicable Tax State
income or franchise tax purposes. The Swap Counterparty's consent will be deemed
to have been given if the Swap  Counterparty  does not object in writing  within
ten Business Days of receipt of a written request for such consent.

         (c) Promptly after the execution of any such amendment or consent,  the
Owner  Trustee  shall  furnish  written  notification  of the  substance of such
amendment or consent to each  Certificateholder,  the Indenture  Trustee  (which
shall promptly furnish a copy to the Swap  Counterparty)  and each of the Rating
Agencies.

         (d) It shall not be  necessary  for the consent of  Certificateholders,
the  Noteholders  or the  Indenture  Trustee  pursuant to this  Section  11.1 to
approve the particular form of any proposed  amendment or consent,  but it shall
be sufficient if such consent shall approve the substance thereof. The manner of
obtaining such consents (and any other consents of  Certificateholders  provided
for in this  Agreement or in any other Basic  Document)  and of  evidencing  the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable requirements as the Owner Trustee may prescribe.

         (e) Promptly after the execution of any amendment to the Certificate of
Trust,  the Owner  Trustee  shall  cause the filing of such  amendment  with the
Secretary of State.

         (f) Prior to the  execution of any  amendment to this  Agreement or the
Certificate  of Trust,  the Owner Trustees shall be entitled to receive and rely
upon an Opinion of Counsel  stating  that the  execution  of such  amendment  is
authorized or permitted by this Agreement.  The Owner Trustee may, but shall not
be obligated to, enter into any such amendment which affects the Owner Trustee's
own rights, duties or immunities under this Agreement or otherwise.

         (g) In connection with the execution of any amendment to this Agreement
or any amendment to any other agreement to which the Trust is a party, the Owner
Trustee  shall be entitled to receive and  conclusively  rely upon an opinion of
Counsel to the effect that such  amendment  is  authorized  or  permitted by the
Basic Documents and that all conditions precedent in the Basic Documents for the
execution and delivery  thereof by the Trust or the Owner  Trustee,  as the case
may be, have been satisfied.
SECTION    11.2   No   Legal   Title   to   Owner   Trust   Estate   in
Certificateholders.  The  Certificateholders  shall not have legal  title to any
part of the Owner  Trust  Estate.  The  Certificateholders  shall be entitled to
receive distributions with respect to their beneficial interests therein only in
accordance  with  Articles  V and  IX.  No  transfer,  by  operation  of  law or
otherwise,  of any right, title, or interest of the Certificateholders to and in
their  beneficial  interest in the Owner Trust Estate shall operate to terminate
this  Agreement  or  the  trusts  hereunder  or  entitle  any  transferee  to an
accounting  or to the  transfer  to it of legal  title to any part of the  Owner
Trust Estate.

         SECTION 11.3  Limitation  on Rights of Others.  Except for Sections 2.7
and 11.1,  the  provisions  of this  Agreement are solely for the benefit of the
Owner Trustee,  the Delaware  Trustee,  the Depositor,  the  Administrator,  the
Certificateholders,  the Servicer and, to the extent expressly  provided herein,
the Indenture Trustee and the Noteholders,  and nothing in this Agreement (other
than Section 2.7), whether express or implied, shall be construed to give to any
other  Person any legal or equitable  right,  remedy or claim in the Owner Trust
Estate or under or in respect of this Agreement or any covenants,  conditions or
provisions contained herein.

         SECTION  11.4  Notices.  (a) Unless  otherwise  expressly  specified or
permitted  by the terms  hereof,  all  notices  shall be in writing and shall be
deemed given upon receipt by the intended  recipient or three (3) Business  Days
after mailing if mailed by certified  mail,  postage prepaid (except that notice
to the Owner  Trustee and the Delaware  Trustee  shall be deemed given only upon
actual receipt by the Owner Trustee and the Delaware Trustee,  respectively), if
to the Owner  Trustee  or the  Delaware  Trustee,  addressed  to the  respective
Corporate  Trust  Office;  if to the  Depositor,  addressed  to Ford Credit Auto
Receivables  Two L.P. at the address of its  principal  executive  office  first
above  written;  or,  as to each  party,  at such  other  address  as  shall  be
designated by such party in a written notice to each other party.

         (b) Any notice required or permitted to be given to a Certificateholder
shall be given by  first-class  mail,  postage  prepaid,  at the address of such
Certificateholder  as shown in the  Certificate  Register.  Any notice so mailed
within the time prescribed in this Agreement  shall be conclusively  presumed to
have been duly given, whether or not the Certificateholder receives such notice.

         SECTION 11.5  Severability.  Any  provision of this  Agreement  that is
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be ineffective to the extent of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  hereof,  and any such  prohibition  or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.

         SECTION 11.6 Separate  Counterparts.  This Agreement may be executed by
the parties hereto in separate counterparts,  each of which when so executed and
delivered  shall  be an  original,  but all  such  counterparts  shall  together
constitute but one and the same instrument.

         SECTION 11.7  Successors  and Assigns.  All  covenants  and  agreements
contained  herein  shall be  binding  upon,  and inure to the  benefit  of,  the
Depositor,  the Owner Trustee and its successors and each  Certificateholder and
its  successors  and permitted  assigns,  all as herein  provided.  Any request,
notice,  direction,   consent,  waiver  or  other  instrument  or  action  by  a
Certificateholder    shall   bind   the   successors   and   assigns   of   such
Certificateholder.

         SECTION 11.8 No  Petition.  The Owner  Trustee  (not in its  individual
capacity but solely as Owner Trustee), by entering into this Agreement, and each
Certificateholder,  by accepting a Certificate, hereby covenants and agrees that
it will not, until after the Notes have been paid in full, institute against the
Depositor,  the General Partner or the Trust, or join in any institution against
the  Depositor,   the  General   Partner  or  the  Trust  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 Certificates, the Notes, this
Agreement or any of the other Basic Documents.

         SECTION  11.9 No  Recourse.  Each  Certificateholder,  by  accepting  a
Certificate,  acknowledges that such Certificateholder's  Certificates represent
beneficial  interests  in the Trust only and do not  represent  interests  in or
obligations  of  the  Depositor,   the  General  Partner,   the  Servicer,   the
Administrator,  the  Owner  Trustee,  the  Indenture  Trustee  or any  Affiliate
thereof, and no recourse may be had against such parties or their assets, except
as  may  be  expressly  set  forth  or  contemplated  in  this  Agreement,   the
Certificates or the other Basic Documents.

         SECTION  11.10  Headings.  The  headings  of the various  Articles  and
Sections  herein are for  convenience  of reference only and shall not define or
limit any of the terms or provisions hereof.

         SECTION  11.11  Governing  Law.  This  Agreement  shall be construed in
accordance  with the laws of the State of Delaware and the  obligations,  rights
and remedies of the parties  hereunder  shall be determined  in accordance  with
such laws.

         SECTION 11.12 Sale and Servicing Agreement Obligations. Notwithstanding
any other  provision of this  Agreement,  the Owner Trustee  agrees that it will
comply with its  obligations  under  Sections  3.1,  4.1 and 4.2 of the Sale and
Servicing Agreement.
IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement  to be duly  executed  by  their  respective  officers  hereunto  duly
authorized, as of the day and year first above written.

                           FORD CREDIT AUTO RECEIVABLES
                           TWO L.P., as Depositor

                           By:      FORD CREDIT AUTO RECEIVABLES TWO, INC.,
                                    as General Partner

                                    By:
                                  Name:
                                 Title:

                           THE BANK OF NEW YORK (DELAWARE),
                           as Delaware Trustee

                                    By:
                                  Name:
                                 Title:

                           THE BANK OF NEW YORK,
                           as Owner Trustee

                                    By:
                                  Name:
                                 Title:
EXHIBIT A

                           FORM OF CLASS C CERTIFICATE

NUMBER                                                              $[________]
R-[ ]                                                        Private Placement

THIS  CERTIFICATE HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW OF
ANY  STATE  OF  THE  UNITED  STATES.  THE  HOLDER  HEREOF,  BY  PURCHASING  THIS
CERTIFICATE,  AGREES FOR THE  BENEFIT OF THE TRUST AND THE  DEPOSITOR  THAT THIS
CERTIFICATE MAY BE REOFFERED,  RESOLD,  PLEDGED OR OTHERWISE TRANSFERRED ONLY IN
COMPLIANCE  WITH THE  SECURITIES  ACT AND OTHER  APPLICABLE  LAWS,  AND ONLY (1)
PURSUANT TO RULE 144A UNDER THE  SECURITIES  ACT ("RULE  144A") TO A PERSON THAT
THE HOLDER REASONABLY  BELIEVES IS A QUALIFIED  INSTITUTIONAL  BUYER, WITHIN THE
MEANING  OF RULE  144A (A  "QIB"),  PURCHASING  FOR ITS OWN  ACCOUNT  OR FOR THE
ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED,  IN EACH CASE, THAT THE REOFFER,
RESALE,  PLEDGE,  OR OTHER  TRANSFER  IS BEING  MADE IN  RELIANCE  ON RULE 144A,
SUBJECT  TO (A) THE  RECEIPT  BY THE TRUST AND THE  CERTIFICATE  REGISTRAR  OF A
CERTIFICATE  SUBSTANTIALLY  IN THE  FORM  ATTACHED  AS  EXHIBIT  E TO THE  TRUST
AGREEMENT  AND (B) THE RECEIPT BY THE TRUST AND THE  CERTIFICATE  REGISTRAR OF A
LETTER  SUBSTANTIALLY  IN THE FORM ATTACHED AS EXHIBIT C TO THE TRUST AGREEMENT,
(2) PURSUANT TO AN EXEMPTION  FROM  REGISTRATION  PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE),  SUBJECT TO THE RECEIPT BY THE TRUST, THE INITIAL
PURCHASER AND THE CERTIFICATE REGISTRAR OF SUCH EVIDENCE ACCEPTABLE TO THE TRUST
AND THE INITIAL  PURCHASER THAT SUCH REOFFER,  RESALE,  PLEDGE OR TRANSFER IS IN
COMPLIANCE WITH THE TRUST AGREEMENT AND THE SECURITIES ACT AND OTHER  APPLICABLE
LAWS, (3) TO AN INSTITUTIONAL  "ACCREDITED  INVESTOR" WITHIN THE MEANING THEREOF
IN RULE  501(a)(1),  (2), (3) OR (7) OF  REGULATION D UNDER THE  SECURITIES  ACT
PURSUANT  TO ANY  OTHER  EXEMPTION  FROM THE  REGISTRATION  REQUIREMENTS  OF THE
SECURITIES  ACT,  SUBJECT TO (A) THE  RECEIPT  BY THE TRUST AND THE  CERTIFICATE
REGISTRAR  OF A LETTER  SUBSTANTIALLY  IN THE FORM  ATTACHED AS EXHIBIT D TO THE
TRUST AGREEMENT OR (B) THE RECEIPT BY THE TRUST,  THE INITIAL  PURCHASER AND THE
CERTIFICATE  REGISTRAR OF SUCH OTHER  EVIDENCE  ACCEPTABLE  TO THE TRUST AND THE
INITIAL PURCHASER THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE
WITH THE TRUST  AGREEMENT AND THE SECURITIES ACT AND OTHER  APPLICABLE  LAWS, OR
(4) TO THE DEPOSITOR,  IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES
LAWS OF THE UNITED STATES AND  SECURITIES AND BLUE SKY LAWS OF THE STATES OF THE
UNITED STATES.

THE PRINCIPAL OF THIS  CERTIFICATE  IS  DISTRIBUTABLE  AS SET FORTH IN THE TRUST
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                       FORD CREDIT AUTO OWNER TRUST 2000-D

                     CLASS C 7.91% ASSET BACKED CERTIFICATE

evidencing a beneficial interest in the property of the Trust, as defined below,
which  property  includes  a pool  of  motor  vehicle  retail  installment  sale
contracts, secured by security interests in the motor vehicles financed thereby,
conveyed to Ford Credit Auto  Receivables  Two L.P. by Ford Motor Credit Company
and conveyed by Ford Credit Auto Receivables Two L.P. to the Trust. The property
of the Trust has been pledged to the Indenture Trustee pursuant to the Indenture
to secure the payment of the Notes  issued  thereunder  and the  payments to the
Swap Counterparty under the Interest Rate Swap Agreement.

(This  Certificate does not represent an interest in or obligation of Ford Motor
Credit Company, Ford Credit Auto Receivables Two L.P. or any of their respective
Affiliates, except to the extent described below.)

                  THIS CERTIFIES THAT  ____________  is the registered  owner of
_______________ DOLLARS nonassessable,  fully-paid, beneficial interest in Class
C  Certificates  of Ford Credit Auto Owner Trust 2000-D (the "Trust")  formed by
Ford Credit Auto  Receivables  Two L.P.,  a Delaware  limited  partnership  (the
"Depositor").  The Class C Certificates  have an aggregate  Initial  Certificate
Balance  of  $41,557,000  and bear  interest  at a rate of 7.91% per annum  (the
"Class C Rate").
The Trust was  created  pursuant  to an Amended  and  Restated
Trust  Agreement,  dated  as of July 1,  2000  (as  from  time to time  amended,
supplemented or otherwise modified and in effect, the "Trust Agreement"),  among
the Depositor,  The Bank of New York (Delaware),  not in its individual capacity
but solely as Delaware  trustee  (the  "Delaware  Trustee")  and The Bank of New
York,  not in its  individual  capacity but solely as owner  trustee (the "Owner
Trustee"),  a summary  of certain of the  pertinent  provisions  of which is set
forth below. To the extent not otherwise  defined herein,  the capitalized terms
used herein have the meanings assigned to them in the Trust Agreement.

                  This  Certificate is one of the duly  authorized  Certificates
designated  as "Class C 7.91%  Asset  Backed  Certificates"  (herein  called the
"Class C  Certificates")  which,  together with the  Certificates  designated as
"Class D 9.00%  Asset  Backed  Certificates"  (the "Class D  Certificates"  and,
together with the Class C Certificates, the "Certificates") are issued under and
are subject to the terms,  provisions and conditions of the Trust Agreement,  to
which Trust Agreement the Certificateholder of this Certificate by virtue of the
acceptance  hereof assents and by which such  Certificateholder  is bound.  Also
issued  under  the  Indenture,  dated as of July 1,  2000 (as from  time to time
amended,  supplemented or otherwise  modified and in effect,  the  "Indenture"),
between the Trust and The Chase  Manhattan  Bank, as indenture  trustee (in such
capacity,  the  "Indenture  Trustee"),  are the Notes  designated  as "Class A-1
7.008% Asset Backed  Notes",  "Class A-2 7.06% Asset Backed  Notes",  "Class A-3
7.15% Asset  Backed  Notes",  "Class A-4 7.13% Asset Backed  Notes",  "Class A-5
7.15% Asset Backed Notes",  "Floating Rate Asset Backed Variable Pay Term Notes"
issued from time to time and "Class B 7.40% Asset Backed  Notes"  (collectively,
the  "Notes").  The property of the Trust  includes (i) a pool of motor  vehicle
retail  installment sale contracts for new and used automobiles and light trucks
and certain rights and  obligations  thereunder (the  "Receivables");  (ii) with
respect to  Actuarial  Receivables,  all monies due  thereunder  on or after the
Cutoff Date and, with respect to Simple Interest Receivables,  all monies due or
received thereunder on or after the Cutoff Date; (iii) the security interests in
the Financed  Vehicles  granted by Obligors  pursuant to the Receivables and any
other  interest of the Trust in the Financed  Vehicles;  (iv) rights to proceeds
from claims on certain physical damage,  credit life, credit disability or other
insurance policies,  if any, covering Financed Vehicles or Obligors;  (v) Dealer
Recourse;  (vi) all of the Seller's rights to the Receivable  Files;  (vii) such
amounts  as from  time to time  may be held in one or more  accounts  maintained
pursuant to the Sale and Servicing Agreement,  dated as of July 1, 2000 (as from
time to time  amended,  supplemented  or otherwise  modified and in effect,  the
"Sale and  Servicing  Agreement"),  by and among the Trust,  the  Depositor,  as
seller (in such  capacity,  the  "Seller"),  and Ford Motor Credit  Company,  as
servicer (the  "Servicer"),  including the Reserve Account;  (viii) the Seller's
rights under the Sale and Servicing  Agreement;  (ix) the Seller's  rights under
the  Purchase  Agreement;   (x)  payments  and  proceeds  with  respect  to  the
Receivables  held by the  Servicer;  (xi) 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);  (xii)  rebates of
premiums  and other  amounts  relating  to  insurance  policies  and other items
financed  under the  Receivables  in effect as of the  Cutoff  Date;  (xiii) the
Issuer's  rights under the Interest Rate Swap  Agreement,  and (xiv) any and all
proceeds of the foregoing.  The rights of the Trust in the foregoing property of
the Trust have been  pledged to the  Indenture  Trustee to secure the payment of
the Notes and amounts due to the Swap Counterparty.

                  Under the Trust  Agreement,  there will be  distributed on the
fifteenth day of each month, or if such fifteenth day is not a Business Day, the
next Business Day (each, a "Distribution Date"),  commencing August 15, 2000, to
the Person in whose name this Certificate is registered at the close of business
on  the  last  day  of  the   preceding   month   (the   "Record   Date")   such
Certificateholder's percentage interest in the amount to be distributed to Class
C  Certificateholders  on  such  Distribution  Date;  provided,   however,  that
principal  will  be  distributed  to the  Class  C  Certificateholders  on  each
Distribution  Date on (to the extent of funds remaining after all classes of the
Notes  have been paid in full)  and after the date on which all  classes  of the
Notes have been paid in full. Notwithstanding the foregoing,
following  the  occurrence  and during the  continuation  of an event of default
under the  Indenture  which has  resulted in an  acceleration  of the Notes,  no
distributions  of principal or interest will be made on the  Certificates  until
all principal and interest on the Notes has been paid in full.

                  The holder of this  Certificate  acknowledges  and agrees that
its  rights  to  receive  distributions  in  respect  of  this  Certificate  are
subordinated  to the  rights of the  Noteholders  and the Swap  Counterparty  as
described  in the Sale and  Servicing  Agreement,  the  Indenture  and the Trust
Agreement.

                  It is the  intent  of the  Depositor,  the  Servicer  and  the
Certificateholders  that,  for  purposes  of  federal  income,  state  and local
franchise and income tax and any other income  taxes,  the Trust will be treated
as a partnership  and the  Certificateholders  (including the Depositor) will be
treated  as  partners  in  that   partnership.   The  Depositor  and  the  other
Certificateholders by acceptance of a Certificate agree to treat, and to take no
action  inconsistent  with  the  treatment  of,  the  Certificates  for such tax
purposes as partnership interests in the Trust.

                  Each  Certificateholder,  by its  acceptance of a Certificate,
covenants and agrees that such Certificateholder will not, until after the Notes
have been paid in full, institute against the Depositor,  the General Partner or
the Trust, or join in any institution against the Depositor, the General Partner
or the Trust 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,  the  Certificates,  the Trust  Agreement  or any of the other  Basic
Documents.

                  Distributions  on this Certificate will be made as provided in
the Trust Agreement by the Owner Trustee or the Certificate Paying Agent by wire
transfer or check mailed to the  Certificateholder  of record in the Certificate
Register without the presentation or surrender of this Certificate or the making
of any notation hereon.  Except as otherwise provided in the Trust Agreement and
notwithstanding  the above,  the final  distribution on this Certificate will be
made after due notice by the Owner Trustee of the pendency of such  distribution
and only upon  presentation  and surrender of this  Certificate at the office or
agency maintained for the purpose by the Owner Trustee in New York, New York.

                  Reference  is hereby  made to the further  provisions  of this
Certificate set forth on the reverse hereof,  which further provisions shall for
all purposes have the same effect as if set forth at this place.

                  Unless the  certificate  of  authentication  hereon shall have
been  executed  by an  authorized  officer  of  the  Owner  Trustee,  by  manual
signature,  this Certificate shall not entitle the  Certificateholder  hereof to
any benefit under the Trust Agreement or the Sale and Servicing  Agreement or be
valid for any purpose.

                  This  Certificate  shall be construed in  accordance  with the
laws of the State of Delaware  and the  obligations,  rights and remedies of the
parties hereunder shall be determined in accordance with such laws.
In WITNESS WHEREOF,  the Owner Trustee, on behalf of the Trust
and not in its  individual  capacity,  has caused this Class C Certificate to be
duly executed.

                               FORD CREDIT AUTO OWNER TRUST 2000-D

                               By:      THE BANK OF NEW YORK,
                                        not in its individual
                                        capacity but solely as Owner
                                        Trustee

                               By:
                                     Authorized Officer

                  OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This  is  one  of  the  Class  C   Certificates   referred  to  in  the
within-mentioned Trust Agreement.

Dated: July 26, 2000

                                THE BANK OF NEW YORK, not in its
                                individual capacity but solely
                                as Owner Trustee

                                By:
                                      Authorized Officer
[REVERSE OF CERTIFICATE]

                  The  Certificates  do not  represent an  obligation  of, or an
interest  in,  the   Depositor,   the  General   Partner,   the  Servicer,   the
Administrator,  the  Owner  Trustee  or any  Affiliates  of any of  them  and no
recourse  may be had  against  such  parties or their  assets,  except as may be
expressly set forth or  contemplated  herein,  in the Trust  Agreement or in the
other Basic  Documents.  In addition,  this Certificate is not guaranteed by any
governmental  agency or  instrumentality  and is  limited in right of payment to
certain collections with respect to the Receivables (and certain other amounts),
all as  more  specifically  set  forth  herein  and in the  Sale  and  Servicing
Agreement.

                  The Trust Agreement  permits,  with certain exceptions therein
provided,  the  amendment  thereof  and  the  modification  of  the  rights  and
obligations of the Depositor and the rights of the Certificateholders  under the
Trust  Agreement  at any time by the  Depositor  and the Owner  Trustee with the
consent of the Noteholders and the Certificateholders evidencing not less than a
majority of the  principal  amount of the Notes  Outstanding  and the  Aggregate
Certificate Balance, respectively, and the consent of the Swap Counterparty. Any
such consent by the  Certificateholder  of this Certificate  shall be conclusive
and binding on such  Certificateholder  and on all future  Certificateholders of
this Certificate and of any Certificate issued upon the registration of Transfer
hereof or in exchange  herefor or in lieu hereof whether or not notation of such
consent is made upon this  Certificate.  The Trust  Agreement  also  permits the
amendment thereof, in certain limited circumstances,  without the consent of any
of the Noteholders or the Certificateholders.

                  As  provided  in the Trust  Agreement  and  subject to certain
limitations  therein set forth, the Transfer of the Certificates are registrable
in the Certificate  Register upon surrender of this Certificate for registration
of Transfer at the offices or agencies maintained by The Bank of New York in its
capacity as Certificate Registrar, or by any successor Certificate Registrar, in
New York,  New York,  accompanied  by a written  instrument  of transfer in form
satisfactory to the Owner Trustee and the Certificate Registrar duly executed by
the holder hereof or such  holder's  attorney  duly  authorized in writing,  and
thereupon one or more new  Certificates of authorized  denominations  evidencing
the same  aggregate  interest  in the Trust  will be  issued  to the  designated
transferee.

                  The  Certificates  are  issuable  as  registered  Certificates
without coupons in denominations  of at least $20,000 and in integral  multiples
of $1,000 in excess thereof.  Certificates are exchangeable for new Certificates
of like  Class  and  authorized  denominations  evidencing  the  same  aggregate
denomination,  as requested by the  Certificateholder  surrendering the same. No
service charge will be made for any such  registration  of Transfer or exchange,
but the Owner Trustee or the Certificate  Registrar may require payment of a sum
sufficient  to  cover  any tax or  governmental  charge  payable  in  connection
therewith.

                  The Owner Trustee, the Certificate  Registrar and any agent of
the Owner  Trustee or the  Certificate  Registrar  may treat the Person in whose
name this  Certificate  is registered as the owner hereof for all purposes,  and
none of the Owner Trustee, the Certificate  Registrar or any such agent shall be
affected by any notice to the contrary.

                  The Class C  Certificates  may be  acquired  only by an entity
that is either:  (a) not, and each  account (if any) for which it is  purchasing
the Class C  Certificates  is not (i) an  employee  benefit  plan (as defined in
Section 3(3) of the Employee  Retirement Income Security Act of 1974, as amended
("ERISA")) that is subject to Title I of ERISA, (ii) a plan described in Section
4975(e)(1) of the Internal Revenue Code of 1986, as amended (the "Code") that is
subject to Section 4975 of the Code,  (iii) a  governmental  plan, as defined in
Section 3(32) of ERISA, subject to any federal,  State or local law which is, to
a material extent,  similar to the provisions of Section 406 of ERISA or Section
4975 of the Code, (iv) an entity whose underlying  assets include plan assets by
reason of a plan's investment in the entity (within the meaning of Department of
Labor  Regulation 29 C.F.R.  ss.  2510.3-101 or otherwise  under ERISA) or (v) a
person investing "plan assets" of any such plan (including  without  limitation,
for  purposes of this clause (v), an  insurance  company  general  account,  but
excluding any entity  registered  under the  Investment  Company Act of 1940, as
amended);  or (b) an insurance company acting on behalf of a general account and
(i) on the date of purchase  less than 25% (or such lesser  percentage as may be
determined  by  the  Depositor)  of the  assets  of  such  general  account  (as
reasonably determined by it) constitute "plan assets" for purposes of Title I of
ERISA and Section 4975 of the Code,  (ii) the purchase and holding of such Class
C Certificates are eligible for exemptive relief under Sections (I) and (III) of
Prohibited  Transaction  Class Exemption  95-60,  and (iii) the purchaser agrees
that if, after the purchaser's  initial acquisition of the Class C Certificates,
at any time during any calendar quarter 25% (or such lesser percentage as may be
determined by the  Depositor) or more of the assets of such general  account (as
reasonably  determined  by it no less  frequently  than each  calendar  quarter)
constitute "plan assets" for purposes of Title I of ERISA or Section 4975 of the
Code and no exemption or exception from the prohibited transaction rules applies
to the continued  holding of the Class C  Certificates  under Section  401(c) of
ERISA and the final  regulations  thereunder or under an exemption or regulation
issued by the United States  Department of Labor under ERISA, it will dispose of
all Class C Certificates then held in its general account by the end of the next
following calendar quarter.
In  addition,  the  Certificates  may not be acquired by or on
behalf of a Person  other than (A) a citizen or resident  of the United  States,
(B) a corporation  or  partnership  organized in or under the laws of the United
States or any political  subdivision  thereof, (C) an estate the income of which
is includible in gross income for United States tax purposes,  regardless of its
source, (D) a trust if a U.S. court is able to exercise primary supervision over
the  administration of such trust and one or more Persons meeting the conditions
of this paragraph has the authority to control all substantial  decisions of the
trust or (E) a Person not  described  in clauses  (A)  through  (D) above  whose
ownership  of the  Certificates  is  effectively  connected  with such  Person's
conduct of a trade or business  within the United States  (within the meaning of
the Code) and who provides the Owner Trustee and the Depositor  with an IRS Form
4224 (and such other certifications,  representations, or opinions of counsel as
may be requested by the Owner Trustee or the Depositor).

                  The  obligations  and  responsibilities  created  by the Trust
Agreement and the Trust created thereby shall terminate (i) upon the maturity or
other  liquidation of the last remaining  Receivable and the  disposition of any
amounts  received upon such maturity or  liquidation or (ii) upon the payment to
the Noteholders, the Swap Counterparty and the Certificateholders of all amounts
required to be paid to them pursuant to the Indenture,  the Trust Agreement, the
Interest Rate Swap Agreement and the Sale and Servicing Agreement, and upon such
termination  any  remaining  assets of the  Trust  shall be  distributed  to the
Depositor. The Servicer of the Receivables may at its option purchase the assets
of the Trust at a price specified in the Sale and Servicing Agreement,  and such
purchase of the  Receivables  and other  property of the Trust will effect early
retirement of the Notes and the Certificates; however, such right of purchase is
exercisable  only as of the last day of any  Collection  Period  as of which the
Pool Balance is less than or equal to 10% of the Initial Pool Balance.
ASSIGNMENT

                  FOR VALUE RECEIVED the undersigned hereby sells, assigns and
 transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Please print or type name and address, including postal zip code, of assignee)

the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing

 Attorney  to  transfer  said  Certificate  on  the  books  of  the  Certificate
Registrar, with full power of substitution in the premises.

Dated:

                                                 */
                              Signature Guaranteed:

                                                */

*/ NOTICE:  The signature to this assignment must correspond with the name as it
appears upon the face of the within  Certificate  in every  particular,  without
alteration,   enlargement  or  any  change  whatever.  Such  signature  must  be
guaranteed by a member firm of the New York Stock Exchange or a commercial  bank
or trust company.
EXHIBIT B

                           FORM OF CLASS D CERTIFICATE

NUMBER                                                                $[_____]
R-[ ]                                                        Private Placement

THIS  CERTIFICATE  HAS NOT BEEN AND WILL NOT BE REGISTERED  UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR
BLUE SKY LAW OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING
THIS  CERTIFICATE,  AGREES FOR THE BENEFIT OF THE TRUST AND THE  DEPOSITOR  THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE  WITH THE SECURITIES ACT AND OTHER  APPLICABLE  LAWS, AND ONLY (1)
PURSUANT TO RULE 144A UNDER THE  SECURITIES  ACT ("RULE  144A") TO A PERSON THAT
THE HOLDER REASONABLY  BELIEVES IS A QUALIFIED  INSTITUTIONAL  BUYER, WITHIN THE
MEANING  OF RULE  144A (A  "QIB"),  PURCHASING  FOR ITS OWN  ACCOUNT  OR FOR THE
ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED,  IN EACH CASE, THAT THE REOFFER,
RESALE,  PLEDGE,  OR OTHER  TRANSFER  IS BEING  MADE IN  RELIANCE  ON RULE 144A,
SUBJECT  TO (A) THE  RECEIPT  BY THE TRUST AND THE  CERTIFICATE  REGISTRAR  OF A
CERTIFICATE  SUBSTANTIALLY  IN THE  FORM  ATTACHED  AS  EXHIBIT  E TO THE  TRUST
AGREEMENT  AND (B) THE RECEIPT BY THE TRUST AND THE  CERTIFICATE  REGISTRAR OF A
LETTER  SUBSTANTIALLY  IN THE FORM ATTACHED AS EXHIBIT C TO THE TRUST AGREEMENT,
(2) PURSUANT TO AN EXEMPTION  FROM  REGISTRATION  PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE),  SUBJECT TO THE RECEIPT BY THE TRUST, THE INITIAL
PURCHASER AND THE CERTIFICATE REGISTRAR OF SUCH EVIDENCE ACCEPTABLE TO THE TRUST
AND THE INITIAL  PURCHASER THAT SUCH REOFFER,  RESALE,  PLEDGE OR TRANSFER IS IN
COMPLIANCE WITH THE TRUST AGREEMENT AND THE SECURITIES ACT AND OTHER  APPLICABLE
LAWS, (3) TO AN INSTITUTIONAL  "ACCREDITED  INVESTOR" WITHIN THE MEANING THEREOF
IN RULE  501(a)(1),  (2), (3) OR (7) OF  REGULATION D UNDER THE  SECURITIES  ACT
PURSUANT  TO ANY  OTHER  EXEMPTION  FROM THE  REGISTRATION  REQUIREMENTS  OF THE
SECURITIES  ACT,  SUBJECT TO (A) THE  RECEIPT  BY THE TRUST AND THE  CERTIFICATE
REGISTRAR  OF A LETTER  SUBSTANTIALLY  IN THE FORM  ATTACHED AS EXHIBIT D TO THE
TRUST AGREEMENT OR (B) THE RECEIPT BY THE TRUST,  THE INITIAL  PURCHASER AND THE
CERTIFICATE  REGISTRAR OF SUCH OTHER  EVIDENCE  ACCEPTABLE  TO THE TRUST AND THE
INITIAL PURCHASER THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE
WITH THE TRUST  AGREEMENT AND THE SECURITIES ACT AND OTHER  APPLICABLE  LAWS, OR
(4) TO THE DEPOSITOR,  IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES
LAWS OF THE UNITED STATES AND  SECURITIES AND BLUE SKY LAWS OF THE STATES OF THE
UNITED STATES.

THE PRINCIPAL OF THIS  CERTIFICATE  IS  DISTRIBUTABLE  AS SET FORTH IN THE TRUST
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                       FORD CREDIT AUTO OWNER TRUST 2000-D

                     CLASS D 9.00% ASSET BACKED CERTIFICATE

evidencing a beneficial interest in the property of the Trust, as defined below,
which  property  includes  a pool  of  motor  vehicle  retail  installment  sale
contracts, secured by security interests in the motor vehicles financed thereby,
conveyed to Ford Credit Auto  Receivables  Two L.P. by Ford Motor Credit Company
and conveyed by Ford Credit Auto Receivables Two L.P. to the Trust. The property
of the Trust has been pledged to the Indenture Trustee pursuant to the Indenture
to secure the payment of the Notes  issued  thereunder  and the  payments to the
Swap Counterparty under the Interest Rate Swap Agreement.

(This  Certificate does not represent an interest in or obligation of Ford Motor
Credit Company, Ford Credit Auto Receivables Two L.P. or any of their respective
Affiliates, except to the extent described below.)

                  THIS  CERTIFIES  THAT  __________is  the  registered  owner of
_____________ DOLLARS nonassessable,  fully-paid, beneficial interest in Class D
Certificates of Ford Credit Auto Owner Trust 2000-D (the "Trust") formed by Ford
Credit  Auto  Receivables  Two  L.P.,  a  Delaware   limited   partnership  (the
"Depositor").  The Class D Certificates  have an aggregate  Initial  Certificate
Balance  of  $41,557,000  and bear  interest  at a rate of 9.00% per annum  (the
"Class D Rate").

                  The Trust was  created  pursuant  to an Amended  and  Restated
Trust  Agreement,  dated  as of July 1,  2000  (as  from  time to time  amended,
supplemented or otherwise modified and in effect, the "Trust Agreement"),  among
the Depositor,  The Bank of New York (Delaware),  not in its individual capacity
but solely as Delaware  trustee  (the  "Delaware  Trustee")  and The Bank of New
York,  not in its  individual  capacity but solely as owner  trustee (the "Owner
Trustee"),  a summary  of certain of the  pertinent  provisions  of which is set
forth below. To the extent not otherwise  defined herein,  the capitalized terms
used herein have the meanings assigned to them in the Trust Agreement.

                  This  Certificate is one of the duly  authorized  Certificates
designated  as "Class D 9.00%  Asset  Backed  Certificates"  (herein  called the
"Class D  Certificates")  which,  together with the  Certificates  designated as
"Class C 7.91%  Asset  Backed  Certificates"  (the "Class C  Certificates"  and,
together with the Class D Certificates, the "Certificates") are issued under and
are subject to the terms,  provisions and conditions of the Trust Agreement,  to
which Trust Agreement the Certificateholder of this Certificate by virtue of the
acceptance  hereof assents and by which such  Certificateholder  is bound.  Also
issued  under  the  Indenture,  dated as of July 1,  2000 (as from  time to time
amended,  supplemented or otherwise  modified and in effect,  the  "Indenture"),
between the Trust and The Chase  Manhattan  Bank, as indenture  trustee (in such
capacity,  the  "Indenture  Trustee"),  are the Notes  designated  as "Class A-1
7.008% Asset Backed  Notes",  "Class A-2 7.06% Asset Backed  Notes",  "Class A-3
7.15% Asset  Backed  Notes",  "Class A-4 7.13% Asset Backed  Notes",  "Class A-5
7.15% Asset Backed Notes", "Floating Rate Asset Backed Variable Pay Terms Notes"
issued from time to time and "Class B 7.40% Asset Backed  Notes"  (collectively,
the  "Notes").  The property of the Trust  includes (i) a pool of motor  vehicle
retail  installment sale contracts for new and used automobiles and light trucks
and certain rights and obligations  thereunder (the  "Receivables")  ; (ii) with
respect to  Actuarial  Receivables,  all monies due  thereunder  on or after the
Cutoff Date and, with respect to Simple Interest Receivables,  all monies due or
received thereunder on or after the Cutoff Date; (iii) the security interests in
the Financed  Vehicles  granted by Obligors  pursuant to the Receivables and any
other  interest of the Trust in the Financed  Vehicles;  (iv) rights to proceeds
from claims on certain physical damage,  credit life, credit disability or other
insurance policies,  if any, covering Financed Vehicles or Obligors;  (v) Dealer
Recourse;  (vi) all of the Seller's rights to the Receivable  Files;  (vii) such
amounts  as from  time to time  may be held in one or more  accounts  maintained
pursuant to the Sale and Servicing Agreement,  dated as of July 1, 2000 (as from
time to time  amended,  supplemented  or otherwise  modified and in effect,  the
"Sale and  Servicing  Agreement"),  by and among the Trust,  the  Depositor,  as
seller (in such  capacity,  the  "Seller"),  and Ford Motor Credit  Company,  as
servicer (the  "Servicer"),  including the Reserve Account;  (viii) the Seller's
rights under the Sale and Servicing  Agreement;  (ix) the Seller's  rights under
the  Purchase  Agreement;   (x)  payments  and  proceeds  with  respect  to  the
Receivables  held by the  Servicer;  (xi) 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);  (xii)  rebates of
premiums  and other  amounts  relating  to  insurance  policies  and other items
financed  under the  Receivables  in effect as of the  Cutoff  Date;  (xiii) the
Issuer's  rights under the Interest Rate Swap  Agreement,  and (xiv) any and all
proceeds of the foregoing.  The rights of the Trust in the foregoing property of
the Trust have been  pledged to the  Indenture  Trustee to secure the payment of
the Notes and amounts due to the Swap Counterparty.

                  Under the Trust  Agreement,  there will be  distributed on the
fifteenth day of each month, or if such fifteenth day is not a Business Day, the
next Business Day (each, a "Distribution Date"),  commencing August 15, 2000, to
the Person in whose name this Certificate is registered at the close of business
on  the  last  day  of  the   preceding   month   (the   "Record   Date")   such
Certificateholder's percentage interest in the amount to be distributed to Class
D  Certificateholders  on  such  Distribution  Date;  provided,   however,  that
principal  will  be  distributed  to the  Class  D  Certificateholders  on  each
Distribution  Date on (to the extent of funds remaining after all classes of the
Notes and the Class C Certificates have been paid in full) and after the date on
which all  classes of the Notes and the Class C  Certificates  have been paid in
full. Notwithstanding the
foregoing,  following the occurrence and during the  continuation of an event of
default under the Indenture  which has resulted in an acceleration of the Notes,
no distributions of principal or interest will be made on the Certificates until
all principal and interest on the Notes has been paid in full.

                  The holder of this  Certificate  acknowledges  and agrees that
its  rights  to  receive  distributions  in  respect  of  this  Certificate  are
subordinated to the rights of the  Noteholders,  the Swap  Counterparty  and the
Class C Certificateholders as described in the Sale and Servicing Agreement, the
Indenture and the Trust Agreement.

                  It is the  intent  of the  Depositor,  the  Servicer  and  the
Certificateholders  that,  for  purposes  of  federal  income,  state  and local
franchise and income tax and any other income  taxes,  the Trust will be treated
as a partnership  and the  Certificateholders  (including the Depositor) will be
treated  as  partners  in  that   partnership.   The  Depositor  and  the  other
Certificateholders by acceptance of a Certificate agree to treat, and to take no
action  inconsistent  with  the  treatment  of,  the  Certificates  for such tax
purposes as partnership interests in the Trust.

                  Each  Certificateholder,  by its  acceptance of a Certificate,
covenants and agrees that such Certificateholder will not, until after the Notes
have been paid in full, institute against the Depositor,  the General Partner or
the Trust, or join in any institution against the Depositor, the General Partner
or the Trust 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,  the  Certificates,  the Trust  Agreement  or any of the other  Basic
Documents.

                  Distributions  on this Certificate will be made as provided in
the Trust Agreement by the Owner Trustee or the Certificate Paying Agent by wire
transfer or check mailed to the  Certificateholder  of record in the Certificate
Register without the presentation or surrender of this Certificate or the making
of any notation hereon.  Except as otherwise provided in the Trust Agreement and
notwithstanding  the above,  the final  distribution on this Certificate will be
made after due notice by the Owner Trustee of the pendency of such  distribution
and only upon  presentation  and surrender of this  Certificate at the office or
agency maintained for the purpose by the Owner Trustee in New York, New York.

                  Reference  is hereby  made to the further  provisions  of this
Certificate set forth on the reverse hereof,  which further provisions shall for
all purposes have the same effect as if set forth at this place.

                  Unless the  certificate  of  authentication  hereon shall have
been  executed  by an  authorized  officer  of  the  Owner  Trustee,  by  manual
signature,  this Certificate shall not entitle the  Certificateholder  hereof to
any benefit under the Trust Agreement or the Sale and Servicing  Agreement or be
valid for any purpose.

                  This  Certificate  shall be construed in  accordance  with the
laws of the State of Delaware  and the  obligations,  rights and remedies of the
parties hereunder shall be determined in accordance with such laws.
In WITNESS WHEREOF,  the Owner Trustee, on behalf of the Trust
and not in its  individual  capacity,  has caused this Class D Certificate to be
duly executed.

                                            FORD CREDIT AUTO OWNER
                                              TRUST 2000-D

                                            By: THE BANK OF NEW YORK,
                                                not in its individual
                                                capacity but solely
                                                as Owner Trustee

                                            By:
                                               Authorized Officer

                  OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This  is  one  of  the  Class  D   Certificates   referred  to  in  the
within-mentioned Trust Agreement.

Dated: July 26, 2000

                                            THE BANK OF NEW YORK,
                                            not in its individual
                                            capacity but solely
                                            as Owner Trustee

                                            By:
                                                Authorized Officer
[REVERSE OF CERTIFICATE]

                  The  Certificates  do not  represent an  obligation  of, or an
interest  in,  the   Depositor,   the  General   Partner,   the  Servicer,   the
Administrator,  the  Owner  Trustee  or any  Affiliates  of any of  them  and no
recourse  may be had  against  such  parties or their  assets,  except as may be
expressly set forth or  contemplated  herein,  in the Trust  Agreement or in the
other Basic  Documents.  In addition,  this Certificate is not guaranteed by any
governmental  agency or  instrumentality  and is  limited in right of payment to
certain collections with respect to the Receivables (and certain other amounts),
all as  more  specifically  set  forth  herein  and in the  Sale  and  Servicing
Agreement.

                  The Trust Agreement  permits,  with certain exceptions therein
provided,  the  amendment  thereof  and  the  modification  of  the  rights  and
obligations of the Depositor and the rights of the Certificateholders  under the
Trust  Agreement  at any time by the  Depositor  and the Owner  Trustee with the
consent of the Noteholders and the Certificateholders evidencing not less than a
majority of the  principal  amount of the Notes  Outstanding  and the  Aggregate
Certificate Balance, respectively, and the consent of the Swap Counterparty. Any
such consent by the  Certificateholder  of this Certificate  shall be conclusive
and binding on such  Certificateholder  and on all future  Certificateholders of
this Certificate and of any Certificate issued upon the registration of Transfer
hereof or in exchange  herefor or in lieu hereof whether or not notation of such
consent is made upon this  Certificate.  The Trust  Agreement  also  permits the
amendment thereof, in certain limited circumstances,  without the consent of any
of the Noteholders or the Certificateholders.

                  As  provided  in the Trust  Agreement  and  subject to certain
limitations  therein set forth, the Transfer of the Certificates are registrable
in the Certificate  Register upon surrender of this Certificate for registration
of Transfer at the offices or agencies maintained by The Bank of New York in its
capacity as Certificate Registrar, or by any successor Certificate Registrar, in
New York,  New York,  accompanied  by a written  instrument  of transfer in form
satisfactory to the Owner Trustee and the Certificate Registrar duly executed by
the holder hereof or such  holder's  attorney  duly  authorized in writing,  and
thereupon one or more new  Certificates of authorized  denominations  evidencing
the same  aggregate  interest  in the Trust  will be  issued  to the  designated
transferee.

                  The  Certificates  are  issuable  as  registered  Certificates
without coupons in denominations  of at least $20,000 and in integral  multiples
of $1,000 in excess thereof.  Certificates are exchangeable for new Certificates
of like  Class  and  authorized  denominations  evidencing  the  same  aggregate
denomination,  as requested by the  Certificateholder  surrendering the same. No
service charge will be made for any such  registration  of Transfer or exchange,
but the Owner Trustee or the Certificate  Registrar may require payment of a sum
sufficient  to  cover  any tax or  governmental  charge  payable  in  connection
therewith.

                  The Owner Trustee, the Certificate  Registrar and any agent of
the Owner  Trustee or the  Certificate  Registrar  may treat the Person in whose
name this  Certificate  is registered as the owner hereof for all purposes,  and
none of the Owner Trustee, the Certificate  Registrar or any such agent shall be
affected by any notice to the contrary.

                  The Class D  Certificates  may be  acquired  only by an entity
that is either:  (a) not, and each  account (if any) for which it is  purchasing
the Class D  Certificates  is not (i) an  employee  benefit  plan (as defined in
Section 3(3) of the Employee  Retirement Income Security Act of 1974, as amended
("ERISA")) that is subject to Title I of ERISA, (ii) a plan described in Section
4975(e)(1) of the Internal Revenue Code of 1986, as amended (the "Code") that is
subject to Section 4975 of the Code,  (iii) a  governmental  plan, as defined in
Section 3(32) of ERISA, subject to any federal,  State or local law which is, to
a material extent,  similar to the provisions of Section 406 of ERISA or Section
4975 of the Code, (iv) an entity whose underlying  assets include plan assets by
reason of a plan's investment in the entity (within the meaning of Department of
Labor  Regulation 29 C.F.R.  ss.  2510.3-101 or otherwise  under ERISA) or (v) a
person investing "plan assets" of any such plan (including  without  limitation,
for  purposes of this clause (v), an  insurance  company  general  account,  but
excluding any entity  registered  under the  Investment  Company Act of 1940, as
amended);  or (b) an insurance company acting on behalf of a general account and
(i) on the date of purchase  less than 25% (or such lesser  percentage as may be
determined  by  the  Depositor)  of the  assets  of  such  general  account  (as
reasonably determined by it) constitute "plan assets" for purposes of Title I of
ERISA and Section 4975 of the Code,  (ii) the purchase and holding of such Class
D Certificates are eligible for exemptive relief under Sections (I) and (III) of
Prohibited  Transaction  Class Exemption  95-60,  and (iii) the purchaser agrees
that if, after the purchaser's  initial acquisition of the Class D Certificates,
at any time during any calendar quarter 25% (or such lesser percentage as may be
determined by the  Depositor) or more of the assets of such general  account (as
reasonably  determined  by it no less  frequently  than each  calendar  quarter)
constitute "plan assets" for purposes of Title I of ERISA or Section 4975 of the
Code and no exemption or exception from the prohibited transaction rules applies
to the continued  holding of the Class D  Certificates  under Section  401(c) of
ERISA and the final  regulations  thereunder or under an exemption or regulation
issued by the United States  Department of Labor under ERISA, it will dispose of
all Class D Certificates then held in its general account by the end of the next
following calendar quarter.

                  In  addition,  the  Certificates  may not be acquired by or on
behalf of a Person  other than (A) a citizen or resident  of the United  States,
(B) a corporation  or  partnership  organized in or under the laws of the United
States or any political  subdivision  thereof, (C) an estate the income of which
is includible in gross income for United States tax purposes,  regardless of its
source, (D) a trust if a U.S. court is able to exercise primary supervision over
the  administration of such trust and one or more Persons meeting the conditions
of this paragraph has the authority to control all substantial  decisions of the
trust or (E) a Person not  described  in clauses  (A)  through  (D) above  whose
ownership  of the  Certificates  is  effectively  connected  with such  Person's
conduct of a trade or business  within the United States  (within the meaning of
the Code) and who provides the Owner Trustee and the Depositor  with an IRS Form
4224 (and such other certifications,  representations, or opinions of counsel as
may be requested by the Owner Trustee or the Depositor).

                  The  obligations  and  responsibilities  created  by the Trust
Agreement and the Trust created thereby shall terminate (i) upon the maturity or
other  liquidation of the last remaining  Receivable and the  disposition of any
amounts  received upon such maturity or  liquidation or (ii) upon the payment to
the Noteholders, the Swap Counterparty and the Certificateholders of all amounts
required to be paid to them pursuant to the Indenture,  the Trust Agreement, the
Interest Rate Swap Agreement and the Sale and Servicing Agreement, and upon such
termination  any  remaining  assets of the  Trust  shall be  distributed  to the
Depositor. The Servicer of the Receivables may at its option purchase the assets
of the Trust at a price specified in the Sale and Servicing Agreement,  and such
purchase of the  Receivables  and other  property of the Trust will effect early
retirement of the Notes and the Certificates; however, such right of purchase is
exercisable  only as of the last day of any  Collection  Period  as of which the
Pool Balance is less than or equal to 10% of the Initial Pool Balance.
ASSIGNMENT

                  FOR VALUE RECEIVED the undersigned hereby sells, assigns and
 transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

(Please print or type name and address, including postal zip code, of assignee)

the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing

 Attorney  to  transfer  said  Certificate  on  the  books  of  the  Certificate
Registrar, with full power of substitution in the premises.

Dated:

                                                 */
                              Signature Guaranteed:

                                                 */

*/ NOTICE:  The signature to this assignment must correspond with the name as it
appears upon the face of the within  Certificate  in every  particular,  without
alteration,   enlargement  or  any  change  whatever.  Such  signature  must  be
guaranteed by a member firm of the New York Stock Exchange or a commercial  bank
or trust company.
EXHIBIT C

                            FORM OF INVESTMENT LETTER
                          QUALIFIED INSTITUTIONAL BUYER

                                                         [Date]

Ford Credit Auto Owner Trust 2000-D
  as Issuer

The Bank of New York
  as Owner Trustee and
  Certificate Registrar

101 Barclay Street
New York, New York 10286

                  Re:      Ford Credit Auto Owner Trust 2000-D
                           [Class C 7.91% Asset Backed Certificates]
                           [Class D 9.00% Asset Backed Certificates]

Ladies and Gentlemen:

         In  connection  with our proposed  purchase of the [Class C 7.91% Asset
Backed   Certificates]   [Class  D  9.00%  Asset   Backed   Certificates]   (the
"Certificates")  of Ford Credit Auto Owner Trust 2000-D (the "Issuer"),  a trust
formed by Ford Credit Auto  Receivables Two L.P. (the  "Depositor"),  we confirm
that:

         1. The undersigned agrees to be bound by, and not to resell,  transfer,
assign, participate, pledge or otherwise dispose of (any such act, a "Transfer")
the Certificates  except in compliance with, the restrictions and conditions set
forth in the legend on the face of the Certificates and under the Securities Act
of 1933, as amended (the "Securities Act").
2. We understand  that no subsequent  Transfer of the  Certificates  is
permitted unless we cause our proposed  transferee to provide to the Issuer, the
Certificate  Registrar and the Initial  Purchaser a letter  substantially in the
form of this letter or Exhibit D to the Trust Agreement, as applicable,  or such
other written statement as the Depositor shall prescribe.

         3. We are a "qualified institutional buyer" (within the meaning of Rule
144A under the Securities  Act) (a "QIB") and we are acquiring the  Certificates
for our own  account  or for a single  account  (which  is a QIB) as to which we
exercise sole investment discretion.

         4.       We are either:

                  (a) not, and each account (if any) for which we are purchasing
                  the  Certificates  is not (i) an  employee  benefit  plan  (as
                  defined  in Section  3(3) of the  Employee  Retirement  Income
                  Security Act of 1974, as amended ("ERISA")) that is subject to
                  Title I of ERISA, (ii) a plan described in Section  4975(e)(1)
                  of the Internal  Revenue Code of 1986, as amended (the "Code")
                  that  is  subject  to  Section  4975  of  the  Code,  (iii)  a
                  governmental  plan,  as  defined  in  Section  3(32) of ERISA,
                  subject  to any  federal,  state or local  law  which is, to a
                  material  extent,  similar to the provisions of Section 406 of
                  ERISA  or  Section  4975 of the  Code,  (iv) an  entity  whose
                  underlying  assets  include  plan assets by reason of a plan's
                  investment in the entity  (within the meaning of Department of
                  Labor  Regulation  29 C.F.R.  Section  2510.3-101 or otherwise
                  under ERISA) or (v) a person  investing  "plan  assets" of any
                  such plan (including without limitation,  for purposes of this
                  clause  (v),  an  insurance   company  general  account,   but
                  excluding an entity  registered  under the Investment  Company
                  Act of 1940, as amended), or
(b) an insurance company acting on behalf of a general account
                  and (i) on the date hereof less than 25% of the assets of such
                  general  account (as  reasonably  determined by us) constitute
                  "plan  assets"  for  purposes  of Title I of ERISA and Section
                  4975 of the  Code,  (ii)  the  purchase  and  holding  of such
                  Certificates  are eligible for exemptive relief under Sections
                  (I) and (III) of Prohibited Transaction Class Exemption 95-60,
                  and  (iii)  the   undersigned   agrees  that  if,   after  the
                  undersigned's initial acquisition of the Certificates,  at any
                  time during any calendar  quarter 25% or more of the assets of
                  such general  account (as reasonably  determined by us no less
                  frequently  than  each  calendar  quarter)   constitute  "plan
                  assets" for  purposes  of Title I of ERISA or Section  4975 of
                  the Code and no  exemption or  exception  from the  prohibited
                  transaction  rules  applies  to the  continued  holding of the
                  Certificates  under  Section  401(c)  of ERISA  and the  final
                  regulations  thereunder  or under an exemption  or  regulation
                  issued  by  the  DOL  under  ERISA,  we  will  dispose  of all
                  Certificates  then held in our  general  account by the end of
                  the next following calendar quarter.

         5. We are a person  who is (i) a  citizen  or  resident  of the  United
States, (ii) a corporation or partnership  organized in or under the laws of the
United States or any political  subdivision thereof,  (iii) an estate the income
of  which  is  includible  in gross  income  for  United  States  tax  purposes,
regardless  of its  source,  (iv) a trust if a U.S.  court  is able to  exercise
primary  supervision  over  the  administration  of such  trust  and one or more
persons  described  in  clauses  (i) to (iii)  above or clause (v) below has the
authority to control all substantial  decisions of the trust or (v) a person not
described in clauses (i) to (iv) above whose  ownership of the  Certificates  is
effectively  connected with such person's  conduct of a trade or business within
the United  States  (within the meaning of the Code) and who provides the Issuer
and  the   Depositor   with  a  Form  4224  (and  such   other   certifications,
representations, or opinions of counsel as may be requested by the Issuer or the
Depositor).

         6. We understand that any purported Transfer of any Certificate (or any
interest therein) in contravention of the restrictions and conditions above will
be null and void (each, a "Void  Transfer"),  and the purported  transferee in a
Void  Transfer  will not be  recognized  by the Issuer or any other  person as a
Certificateholder for any purpose.

         You  are  entitled  to  rely  upon  this  letter  and  are  irrevocably
authorized  to produce this letter or a copy hereof to any  interested  party in
any  administrative or legal proceedings or official inquiry with respect to the
matters covered hereby.

                                            Very truly yours,

                                            By:
                                               Name:
                                               Title:

Securities To Be Purchased:
$                           principal amount of Certificates
EXHIBIT D

                            FORM OF INVESTMENT LETTER
                        INSTITUTIONAL ACCREDITED INVESTOR

                                                             [Date]

Ford Credit Auto Owner Trust 2000-D
  as Issuer

The Bank of New York
  as Owner Trustee and
  Certificate Registrar

101 Barclay Street
New York, New York 10286

                  Re:      Ford Credit Auto Owner Trust 2000-D
                           [Class C 7.91% Asset Backed Certificates]
                           [Class D 9.00% Asset Backed Certificates]

Ladies and Gentlemen:

         In  connection  with our proposed  purchase of the [Class C 7.91% Asset
Backed   Certificates]   [Class  D  9.00%  Asset   Backed   Certificates]   (the
"Certificates")  of Ford Credit Auto Owner Trust 2000-D (the "Issuer") , a trust
formed by Ford Credit Auto  Receivables Two L.P. (the  "Depositor"),  we confirm
that:

                  1. The  undersigned  agrees to be bound by, and not to resell,
         transfer, assign, participate, pledge or otherwise dispose of (any such
         act, a "Transfer")  the  Certificates  except in compliance  with,  the
         restrictions  and conditions set forth in the legend on the face of the
         Class D  Certificates  and under the Securities Act of 1933, as amended
         (the "Securities Act").
2.  We  understand   that  no   subsequent   Transfer  of  the
         Certificates  is permitted  unless we cause our proposed  transferee to
         provide  to the  Issuer,  the  Certificate  Registrar  and the  Initial
         Purchaser a letter  substantially in the form of this letter or Exhibit
         D to  the  Trust  Agreement,  as  applicable,  or  such  other  written
         statement as the Depositor shall prescribe.

                  3.  We  are a  "qualified  institutional  buyer"  (within  the
         meaning  of Rule 144A  under the  Securities  Act) (a "QIB") and we are
         acquiring the  Certificates for our own account or for a single account
         (which is a QIB) as to which we exercise sole investment discretion.

                  4. We are either:

                  (a) not, and each account (if any) for which we are purchasing
                  the  Certificates  is not (i) an  employee  benefit  plan  (as
                  defined  in Section  3(3) of the  Employee  Retirement  Income
                  Security Act of 1974, as amended ("ERISA")) that is subject to
                  Title I of ERISA, (ii) a plan described in Section  4975(e)(1)
                  of the Internal  Revenue Code of 1986, as amended (the "Code")
                  that  is  subject  to  Section  4975  of  the  Code,  (iii)  a
                  governmental  plan,  as  defined  in  Section  3(32) of ERISA,
                  subject  to any  federal,  state or local  law  which is, to a
                  material  extent,  similar to the provisions of Section 406 of
                  ERISA  or  Section  4975 of the  Code,  (iv) an  entity  whose
                  underlying  assets  include  plan assets by reason of a plan's
                  investment in the entity  (within the meaning of Department of
                  Labor  Regulation  29 C.F.R.  Section  2510.3-101 or otherwise
                  under ERISA) or (v) a person  investing  "plan  assets" of any
                  such plan (including without limitation,  for purposes of this
                  clause  (v),  an  insurance   company  general  account,   but
                  excluding an entity  registered  under the Investment  Company
                  Act of 1940, as amended), or

                  (b) an insurance company acting on behalf of a general account
                  and (i) on the date hereof less than 25% of the assets of such
                  general  account (as  reasonably  determined by us) constitute
                  "plan  assets"  for  purposes  of Title I of ERISA and Section
                  4975 of the  Code,  (ii)  the  purchase  and  holding  of such
                  Certificates  are eligible for exemptive relief under Sections
                  (I) and (III) of Prohibited Transaction Class Exemption 95-60,
                  and  (iii)  the   undersigned   agrees  that  if,   after  the
                  undersigned's initial acquisition of the Certificates,  at any
                  time during any calendar  quarter 25% or more of the assets of
                  such general  account (as reasonably  determined by us no less
                  frequently  than  each  calendar  quarter)   constitute  "plan
                  assets" for  purposes  of Title I of ERISA or Section  4975 of
                  the Code and no  exemption or  exception  from the  prohibited
                  transaction  rules  applies  to the  continued  holding of the
                  Certificates  under  Section  401(c)  of ERISA  and the  final
                  regulations  thereunder  or under an exemption  or  regulation
                  issued  by  the  DOL  under  ERISA,  we  will  dispose  of all
                  Certificates  then held in our  general  account by the end of
                  the next following calendar quarter.

                  5. We are a person  who is (i) a citizen  or  resident  of the
         United States, (ii) a corporation or partnership  organized in or under
         the laws of the United  States or any  political  subdivision  thereof,
         (iii) an estate the income of which is  includible  in gross income for
         United States tax purposes, regardless of its source, (iv) a trust if a
         U.S.  court  is  able  to  exercise   primary   supervision   over  the
         administration  of such  trust  and one or more  persons  described  in
         clauses  (i) to (iii)  above or clause (v) below has the  authority  to
         control  all  substantial  decisions  of the trust or (v) a person  not
         described  in  clauses  (i)  to  (iv)  above  whose  ownership  of  the
         Certificates is effectively  connected with such person's  conduct of a
         trade or business  within the United States  (within the meaning of the
         Code) and who  provides the Issuer and the  Depositor  with a Form 4224
         (and such other certifications, representations, or opinions of counsel
         as may be requested by the Issuer or the Depositor).
6.  We  understand   that  any   purported   Transfer  of  any
         Certificate  (or  any  interest   therein)  in   contravention  of  the
         restrictions  and conditions above will be null and void (each, a "Void
         Transfer"), and the purported transferee in a Void Transfer will not be
         recognized by the Issuer or any other person as a Certificateholder for
         any purpose.

         You  are  entitled  to  rely  upon  this  letter  and  are  irrevocably
authorized  to produce this letter or a copy hereof to any  interested  party in
any  administrative or legal proceedings or official inquiry with respect to the
matters covered hereby.

                                            Very truly yours,

                                            By:
                                               Name:
                                               Title:

Securities To Be Purchased:
$                          principal amount of Certificates
EXHIBIT E

                          FORM OF RULE 144A TRANSFEROR
                                   CERTIFICATE

                                                   [Date]

The Bank of New York
  as Owner Trustee and
  Certificate Registrar

101 Barclay Street
New York, New York 10286

                           Re:  Ford Credit Auto Owner Trust 2000-D
                           [Class C 7.91% Asset Backed Certificates]
                           [Class D 9.00% Asset Backed Certificates]

Ladies and Gentlemen:

         This is to notify you as to the  transfer of $ [*] in  denomination  of
[Class  C  7.91%  Asset  Backed   Certificates]  [Class  D  9.00%  Asset  Backed
Certificates]  (the  "Certificates") of Ford Credit Auto Owner Trust 2000-D (the
"Issuer").

         The undersigned is the holder of the  Certificates and with this notice
hereby deposits with the Owner Trustee $[*] in denomination of Certificates  and
requests that Certificates of the same class in the same aggregate  denomination
be issued,  executed  and  authenticated  and  registered  to the  purchaser  on
___________, 200[], as specified in the Trust Agreement dated as of July 1, 2000
relating to the Certificates, as follows:

         Name:                              Denominations:
         Address:
         Taxpayer I.D. No:

         The  undersigned  represents  and  warrants  that the  undersigned  (i)
reasonably  believes  the  purchaser is a  "qualified  institutional  buyer," as
defined in Rule 144A under the  Securities  Act of 1933 (the  "Act"),  (ii) such
purchaser has acquired the Certificates in a transaction  effected in accordance
with the exemption  from the  registration  requirements  of the Act provided by
Rule 144A,  (iii) if the purchaser has purchased the Certificates for an account
for which it is acting  as  fiduciary  or agent,  such  account  is a  qualified
institutional buyer and (iv) the purchaser is acquiring Certificates for its own
account or for an  institutional  account for which it is acting as fiduciary or
agent.

                                                     Very truly yours,

                                                     [NAME OF HOLDER OF
                                                     CERTIFICATES]

                                                     By:
                                                        Name:
                                                        Title:

[*] authorized denomination
EXHIBIT F

                          FORM OF CERTIFICATE OF TRUST

                             CERTIFICATE OF TRUST OF
                       FORD CREDIT AUTO OWNER TRUST 2000-D

                  This  Certificate  of Trust of Ford  Credit  Auto Owner  Trust
2000-D (the "Trust"), dated as of July 1, 2000, is being duly executed and filed
by The Bank of New York (Delaware), a Delaware banking corporation,  as Delaware
trustee (the  "Delaware  Trustee")  and The Bank of New York, a New York banking
corporation,  as owner trustee (the "Owner  Trustee"),  to form a business trust
under the Delaware  Business Trust Act (12 Delaware Code, ss. 3801 et seq.) (the
"Act").

                  1. Name.  The name of the business trust formed hereby is Ford
Credit Auto Owner Trust 2000-D.

                  2. Delaware Trustee.  The name and business address of the
trustee of the Trust in the State of Delaware is The Bank
of New York (Delaware), White Clay Center, Route 273, Newark, Delaware 19711.

                  3. Effective Date. This Certificate of Trust shall be
effective upon filing.
IN WITNESS WHEREOF,  the undersigned,  being the sole trustees
of the Trust, have executed this Certificate of Trust as of the date first above
written in accordance with Section 3811(a)(1) of the Act.

                                            THE BANK OF NEW YORK,
                                            not in its individual capacity
                                            but solely as Owner Trustee under
                                            a Trust Agreement dated
                                            as of July 1, 2000

                                            By:
                                            Name:
                                            Title:

                                            THE BANK OF NEW YORK (DELAWARE),
                                            not in its individual capacity
                                            but solely as Delaware Trustee
                                            under a Trust Agreement
                                            dated as of July 1, 2000

                                            By:
                                            Name:
                                            Title:
APPENDIX A

                              Definitions and Usage
Exhibit 8.1

             [SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP LETTERHEAD]

                                   July 26, 2000

To the Addressees Indicated
  on Schedule A hereto

                        Re: Ford Credit Auto Owner Trust
                            2000-D Asset Backed Notes

Ladies and Gentlemen:

                  You have  requested our opinion as to certain  federal  income
tax  consequences  in connection with the issuance of the Class A-1 7.008% Asset
Backed  Notes (the "Class A-1  Notes"),  the Class A-2 7.06% Asset  Backed Notes
(the "Class A-2 Notes"),  the Class A-3 7.15% Asset Backed Notes (the "Class A-3
Notes"),  the Class A-4 7.13% Asset Backed  Notes (the "Class A-4  Notes"),  the
Class A-5 7.15% Asset Backed Notes (the "Class A-5 Notes" and, together with the
Class A-1  Notes,  the Class  A-2  Notes,  the Class A-3 Notes and the Class A-4
Notes, the "Class A Notes"),  the Class B 7.40% Asset Backed Notes (the "Class B
Notes" and, together with the Class A Notes, the "Offered  Notes"),  the Class C
7.91% Asset Backed  Certificates  (the "Class C  Certificates")  and the Class D
9.00% Asset Backed  Certificates (the "Class D Certificates"  and, together with
the Class C Certificates,  the  "Certificates")  by Ford Credit Auto Owner Trust
2000-D (the  "Trust")  pursuant to the terms of, (a) with respect to the Offered
Notes, an Indenture dated as of July 1, 2000 (the "Indenture") between the Trust
and The Chase  Manhattan Bank, as Indenture  Trustee (the "Indenture  Trustee"),
and (b)  with  respect  to the  Certificates,  an  Amended  and  Restated  Trust
Agreement dated as of July 1, 2000 (the "Trust  Agreement")  between Ford Credit
Auto Receivables Two L.P. (the "Seller"), The Bank of New York, as Owner Trustee
(the "Owner Trustee") and The Bank of New York  (Delaware),  as Delaware Trustee
(the  "Delaware  Trustee").  The Offered Notes will be sold to the  underwriters
(the  "Underwriters")  who are named in Schedule I pursuant  to an  underwriting
agreement (the "Underwriting Agreement") between the Seller and Morgan Stanley &
Co.  Incorporated   ("Morgan   Stanley"),   as  representative  of  the  several
Underwriters. The Class C Certificates and the Class D Certificates will
initially be retained by the Seller.  In  addition,  the Trust will issue
a Variable Pay Term Note [1] on the Closing Date in the  principal  amount of
$490,556,000  (the "Initial  VPTN") and may issue  additional  Variable Pay Term
Notes on the Targeted  Scheduled  Distribution Date for each Subclass of Class A
Notes in a principal amount generally equal to (and not in excess of) the amount
required to pay such Subclass of Class A Notes in full  (collectively,  with the
Initial VPTN, the "VPTNs" and,  together with the Offered  Notes,  the "Notes").
The interest  rate on each VPTN will not exceed one month LIBOR plus 1.50%.  The
VPTNs will be privately placed with eligible purchasers.

                  The rights of the  holders of the Class A Notes (the  "Class A
Noteholders")  and the holders of the VPTNs (the "VPTN  Holders") will be senior
to the rights of the  holders of the Class B Notes  (the  "Class B  Noteholders"
and,  together with the Class A  Noteholders,  the "Offered  Noteholders").  The
rights of the  Noteholders  will be senior to the  rights of the  holders of the
Certificates (the "Certificateholders").  The rights of the holders of the Class
C Certificates (the "Class C  Certificateholders")  will be senior to the rights
of the holders of the Class D Certificates  (the "Class D  Certificateholders").
Each  payment  period,  the Seller will be  entitled  to receive  any  remaining
portion  of funds on  deposit  in the  Collection  Account  after  (i) the Total
Required  Payment  has been  made,  (ii) any Swap  Payment  or Swap  Termination
Payment has been made, (iii) the Reserve Account's balance has been restored, if
necessary,  to the  Specified  Reserve  Balance and (iv) the  Regular  Principal
Distribution Amount has been deposited into the Principal  Distribution Account.
The Seller will at all times hold the right to receive all such excess amounts.
You have asked us whether,  for federal  income tax  purposes,
the  Class A Notes  and the  Class B Notes  will be  characterized  as debt  and
whether the Trust will be  classified  as an  association  (or  publicly  traded
partnership)  taxable  as a  corporation.  In  rendering  our  opinion,  we have
examined and relied upon (i) the  registration  statements for the Offered Notes
on Form S-3,  consisting of Registration  No.  333-82895,  filed with the SEC on
July 15, 1999,  Amendment  No.1 thereto filed with the SEC on September 3, 1999,
Post-Effective  Amendment  No. 1 thereto  filed with the SEC on January 18, 2000
and Post-Effective  Amendment No. 2 thereto filed with the SEC on April 11, 2000
(such  registration  statements,  as so amended,  together with any  information
included in the Prospectus  referred to below, being hereinafter  referred to as
the "Registration Statement"),  including the prospectus dated April 11, 2000 as
supplemented by the prospectus  supplement  dated July 18, 2000 included therein
(the "Prospectus"), (ii) the Indenture, (iii) the Trust Agreement, (iv) the Sale
and Servicing Agreement,  (v) a certificate executed by an officer of the Seller
dated the date hereof regarding the Seller's  projections of the losses that the
Trust  will  incur  in  respect  of  the  Receivables   (the  "Loss   Assumption
Certificate"),  and (vi) such other  documents  as we have deemed  necessary  or
appropriate as a basis for the opinion set forth below, and we have assumed that
the parties to such  documents  will comply  with the terms  thereof,  that such
documents are not amended and that such documents are  enforceable in accordance
with their  respective  terms.  In connection  therewith,  we note that you will
receive an opinion from this firm regarding such enforceability.

                  In our  examination,  we have assumed the  genuineness  of all
signatures,  the authenticity of all documents submitted to us as originals, the
conformity to original  documents of all documents  submitted to us as certified
or  photostatic  copies and the  authenticity  of the  originals  of such latter
documents.  As to any facts material to the opinions expressed herein which were
not  independently  established  or  verified,  we have relied upon  statements,
representations, and certifications of officers and other representatives of the
Seller,   the  Servicer,   the   Underwriters,   and  others  including  certain
calculations  performed by Morgan Stanley. In addition,  our opinion is premised
on the accuracy of the facts set forth in the Prospectus and the facts set forth
in the representations referred to in the Prospectus.

                  In rendering our opinion,  we have also  considered and relied
upon the Internal Revenue Code of 1986, as amended (the "Code"),  administrative
rulings, judicial decisions, Treasury Regulations, and such other authorities as
we have deemed  appropriate.  The statutory  provisions,  Treasury  Regulations,
interpretations,  and other  authorities  upon  which our  opinion  is based are
subject to change,  and such  changes  could apply  retroactively.  In addition,
there can be no assurance that positions contrary to those stated in our opinion
will not be taken by the Internal Revenue Service.

I.       Federal Income Tax Characterization of the Notes.
         ------------------------------------------------

                  Whether the Class A Notes and the Class B Notes are debt or
equity interests in the Trust Property is determined both by the terms of the
Offered Notes and by whether the "substantial incidents of ownership" of the
Trust Property have been transferred to the Noteholders.  See Watts Copy
Systems, Inc. v. Commissioner, 67 TCM 2480, 2483 (1994); Coulter Electronics,
Inc. v.  Commissioner, 59 TCM 350 (1990), aff'd, 943 F.2d 1318 (11th Cir. 1991);
United Surgical Steel Co. v. Commissioner, 54 T.C. 1215 (1970), acq.,
1971-2 C.B. 3; Town & Country Food Co. v. Commissioner, 51 T.C. 1049 (1969),
acq., 1969-2 C.B. xxv; GCM 39567 (June 10, 1986); and GCM 39584 (December 3,
1986).  Thus, the most important considerations are:  (i) whether the
Noteholders bear the burdens of ownership of the Trust Property, (ii) whether
the Noteholders have any of the benefits of ownership of the Trust Property, and
(iii) whether the terms of the Offered Notes have features which are more
characteristic of debt than of equity.  As discussed below, the Class A
Noteholders do not obtain, and the Class B Noteholders should not be viewed as
obtaining, the benefits and burdens of ownership of the Trust Property.
A.   The Benefits and Burdens of the Trust Property are Retained by the Seller.

1. Burdens of Ownership.  The principal  burden of ownership with respect to the
Trust  Property is the risk of loss arising from  shortfalls  in the payments on
the  Receivables.  As described  below,  the  transaction  pursuant to which the
Offered  Notes are issued has been  structured so that the risk of loss is borne
by the Seller and the holders of the Certificates.

                  The total face amount of Offered  Notes,  the Initial VPTN and
Certificates issued by the Trust is equal to approximately 96.34% of the initial
aggregate  principal  amount of the  Receivables.  However,  because many of the
Receivables  bear  interest  at a rate less  than the  weighted  average  of the
interest  rates on the Notes and  Certificates,  a portion of the  initial  Pool
Balance  has been set aside to be treated  as if it were  interest  rather  than
principal.  If this portion is  subtracted  from the initial Pool  Balance,  the
principal  amount of the Class A Notes,  Class B Notes and the  Initial  VPTN is
equal to  approximately  98.00% of the remainder ( the "Adjusted Pool Balance"),
leaving an amount equal to  approximately  2.00% of the Adjusted  Pool  Balance.
This amount,  plus the amount represented by the Class C Certificates  (2.00% of
the Adjusted  Pool  Balance),  the Reserve  Account  (0.53%) and the net present
value of the Spread (as defined below) at a discount rate of 12%  (approximately
equal to 2.62% of the  Adjusted  Pool  Balance)  results  in equity  stated as a
percentage  of the  initial  Pool  Balance  of  6.76%  or  equity  (stated  as a
percentage of the Adjusted Pool Balance) of 7.15%, or approximately 6.56% of the
total cash flow  (discounting the Spread at 12% and the Adjusted Pool Balance at
the weighted average Note rate),  including the interest used to pay the Class D
Certificates  and the  anticipated  Spread.  Further,  the Class B Notes will be
supported by the Certificates having a face amount equal to 3.78% of the initial
Pool Balance (or 4.00% of the Adjusted  Pool  Balance),  the  principal of which
will not be paid until the Notes are paid in full.  Finally,  the Notes (and the
Certificates) will also be supported by the Reserve Account,  which may be drawn
upon to make  required  payments of principal and interest to  Noteholders,  and
which will  initially  be funded by a portion of the proceeds of the sale of the
Offered Notes, the Initial VPTN and Certificates in the amount of $10,999,885.98
or 0.5% of the initial Pool Balance.  Thus, the initial total credit enhancement
supporting  the Class A Notes and Initial  VPTN is equal to 7.58% of the initial
Pool  Balance (or 8.03% of the Adjusted  Pool  Balance),  and the initial  total
credit enhancement supporting the Class B Notes is equal to 4.28% of the initial
Pool Balance (or 4.53% of the Adjusted  Pool  Balance).  In addition,  the Notes
will have the  benefit,  on each  payment  date,  of the  "spread" as is further
discussed below.

                  On each Distribution Date, any shortfalls in amounts available
to make required payments of principal and interest to Noteholders will first be
absorbed by the portion of the monthly  payments from the Receivables  which are
attributable  to the  "spread"  between  the income from the  Receivables  (less
certain  Trust  expenses)  and the  weighted  average  rate on the Notes and the
Certificates  (the  "Spread").  The  rights of the Class B  Noteholders  will be
subordinate to the rights of the Class A Noteholders  and the VPTN Holders.  Any
amounts  remaining in the Collection  Account after giving effect to the payment
of the Total Required  Payment,  payment of any Swap Payment or Swap Termination
Payment and depositing amounts in the Reserve Account to the extent necessary to
replenish  it to  the  Specified  Reserve  Balance  are to be  deposited  in the
Principal  Distribution  Account on each  Distribution Date to the extent of the
Regular Principal Distribution Amount. [2]

                  Based on calculations  provided by Morgan Stanley  (calculated
using historic loss and  prepayment  levels) the excess of the Pool Balance over
the outstanding amount of the Class A Notes and the VPTNs at the end of one year
will have  increased  to 17.35% of the then Pool  Balance  and at the end of two
years will have  increased  to  approximately  29.53% of the then Pool  Balance,
while the  overcollateralization  supporting the Class B Notes (i.e., the excess
of the Pool Balance over the outstanding  amount of the Class A Notes, the VPTNs
and the Class B Notes) at the end of one year will have  increased  to 11.77% of
the then Pool  Balance  and at the end of two years  such  overcollateralization
will have increased to approximately 18.03% of the then Pool Balance.

                  While  the  Indenture  permits  interest  to be  paid  on  the
Certificates  ahead of  principal on the Class A Notes and VPTNs and the Class B
Notes in some circumstances, such right will be curtailed in any period in which
the aggregate  outstanding  principal  balance of the Class A Notes and VPTNs is
greater than the current Pool Balance.

                  Based    on   the    amounts    of    credit    support    and
overcollateralization  described above, the Class A Notes will be given a rating
in the highest  long-term  rating category and the Class B Notes will be given a
rating  of "A" or their  respective  equivalents  from at least  two  nationally
recognized rating agencies.  These investment grade ratings indicate a very high
likelihood  that all interest and principal  will be timely paid with respect to
the Offered Notes and that the Noteholders do not bear any  significant  risk of
loss  associated with ownership of the Trust Property  (although,  obviously the
risk of loss  with  respect  to the  Class B Notes  is  greater  than  the  risk
associated with the Class A Notes).
2.  Benefits of  Ownership.  The  primary  benefits  of  ownership  of the Trust
Property are the payments due from Obligors with respect to the Receivables.  If
market  interest  rates for comparable  receivables  decrease in relation to the
yield on the Receivables, the Receivables will increase in value. The Indenture,
the Trust Agreement and the Sale and Servicing  Agreement  together provide that
the rate of return to the Offered Noteholders is, for each of the Classes of the
Offered  Notes, a fixed rate set at the time of the pricing of the Offered Notes
and the Seller  receives the  remaining  proceeds  from the  Receivables  (after
payment  of  fixed  costs  including  interest  on the  Certificates).  Thus the
economic  return to a Offered  Noteholder is the result not of any change in the
value of the Receivables  but rather reflects the rate of interest  payable on a
fixed rate debt instrument.

                  As described above,  the Seller retains an ownership  interest
in the Trust Property in the form of the right to receive,  on a periodic basis,
amounts not used to make payments on the Notes or Certificates and, upon payment
in full of the Notes and Certificates,  any Receivables  remaining in the Trust.
According to projections  provided by Morgan  Stanley,  the net present value of
such amount will equal 2.62% of the initial Adjusted Pool Balance (discounted at
a rate of 12%). [3]

3. Default  Rights.  In the event that the Trust  defaults in the payment of any
interest  (other  than a default in the payment of interest on the Class B Notes
prior to the time  that all of the  Class A Notes  and  VPTNs  have been paid in
full) and such default is not remedied  within five days, or the Trust  defaults
in the payment of the full amount of the  principal  or any  installment  of the
principal of any Note when the same becomes due and payable, an Event of Default
will occur and either the Indenture Trustee or the holders of Notes representing
not less than a majority of the outstanding amount of the Controlling Note Class
may  declare all of the Notes,  including  interest  accrued  and unpaid,  to be
immediately due and payable (however, if an Event of Default occurs, the Class B
Noteholders  will not have any right to direct or to consent  to any  actions by
the Indenture Trustee until the Class A Notes and VPTNs have been paid in full).
Upon such a declaration, the Indenture Trustee could sell the Trust Property and
the proceeds  therefrom would be applied to pay the Noteholders to the extent of
the outstanding  amount and any accrued and unpaid  interest,  before making any
payments to Certificateholders.

         B.       Other Factors.

                   A number of other  factors  support the  conclusion  that the
Class A Notes are, in substance,  debt and that the Class B Notes should also be
considered  debt.  The Offered Notes are  denominated  as  indebtedness  and the
Seller and the Noteholders,  by their purchase of the Offered Notes,  will agree
to treat the Offered Notes for federal, state and local income and franchise tax
purposes  as  indebtedness  of the Trust.  The terms of the  Receivables  differ
materially  from the terms of the Offered Notes with regard to their  respective
interest  rates.  Moreover,  Morgan Stanley has informed us that the Receivables
will have a weighted  average life of 2.09 years (based on the  assumptions  set
forth in the Prospectus under the caption "STRUCTURAL SUMMARY-composition of the
Receivables").  On the other hand,  the Class A Notes have expected lives (based
on expected  bullet  maturity  dates) of .47 years for the Class A-1 Notes,  .97
years for the Class A-2 Notes,  1.47  years for the Class A-3 Notes,  1.97 years
for the Class  A-4  Notes,  2.47  years for the Class A-5 Notes and 2.97 for the
Class B Notes have an expected life (based on the pricing prepayment  assumption
and the other  assumptions)  of 2.97 years.  The Trust will  retain  control and
possession  of the  Receivables.  The  Servicer is  responsible  for  servicing,
collection and  administration  of the  Receivables  and will bear all costs and
expenses  incurred in  connection  with such  activities,  although an amount to
compensate  the  Servicer for  collection  activity is permitted by the Sale and
Servicing Agreement to be periodically withdrawn by the Servicer from the assets
otherwise  held by the Trust for the benefit of the  Noteholders.  The Indenture
Trustee,   on  behalf  of  the  Noteholders,   has  the  right  to  inspect  the
documentation with respect to the Receivables that the Servicer will maintain on
behalf of the Trust, a right which is common in loan transactions. The foregoing
additional factors support the conclusion that the transaction  described in the
Indenture, the Trust Agreement and the Sale and Servicing Agreement with respect
to the Offered Notes constitutes an issuance of debt. Moreover, the substance of
the transaction is consistent with the  characterization of the Offered Notes as
debt.

                  Based on and subject to the  foregoing,  although there are no
authorities involving closely comparable situations,  in our opinion the Class A
Notes will be treated as indebtedness for federal income tax purposes.
The  Class B Notes  are  subordinate  to the Class A Notes and
VPTNs, and are supported,  as described  above, by less credit  enhancement than
the Class A Notes and VPTNs. In addition, the rights of holders of Class B Notes
as creditors are limited while the Class A Notes and VPTNs are outstanding.  For
these reasons,  the Class B Notes could be viewed as bearing  certain burdens of
ownership of the Receivables.  However, despite the foregoing factors, the Class
B Notes are rated "A" or its  equivalent by at least two  nationally  recognized
rating  agencies  evidencing a high degree of certainty that they will be repaid
(and  thus  do not  bear  any  expected  risk  of  losses  with  respect  to the
Receivables).  In  addition,  the Class B Notes do not receive  any  benefits of
ownership  of the  Receivables.  Accordingly,  while  the issue is not free from
doubt, in our opinion the Class B Notes should be  characterized as indebtedness
for federal income tax purposes.

II.      Federal Income Tax Characterization of the Trust.
         ------------------------------------------------

                  The  Certificates  are denominated as equity  interests in the
Trust,   and  the  Seller  and  the   Certificateholders,   in  purchasing   the
Certificates,  agree to treat the Trust as a partnership  for federal income tax
purposes,  with the partners  being the Seller and the  Certificateholders.  The
Seller will at all times  receive all of the Trust  Property not used to pay the
Notes and  Certificates  and amounts due under the Interest Rate Swap Agreement.
In addition, the Seller will initially own all of the Certificates.

                  Although,  in some  respects,  the Trust is  similar to trusts
established to hold  collateral  pledged as security in connection  with lending
transactions,  because no opinion of counsel is sought that the Certificates are
debt,  the Trust  must be viewed as an  entity  whose  characterization  will be
determined  under  Sections  7701 or 7704 and  applicable  Treasury  Regulations
promulgated thereunder. [4]

                  Because the Seller will initially own all of the  Certificates
and all of the right to  receive  excess  cash,  the  Trust  will  initially  be
classified as a "disregarded entity." Accordingly,  the Notes will be treated as
having been  issued  directly  by the Seller for  federal  income tax  purposes.
However,  this  classification  would  change  if and  when  some  or all of the
Certificates are sold.

                  Section  7704 of the Code  provides  that,  subject to certain
exceptions,  a  partnership,  the  interests  in  which  are  (i)  traded  on an
established securities market or (ii) readily tradable on a secondary market (or
the  substantial  equivalent  thereof),  will be  treated as a  corporation  for
federal income tax purposes.  Section 7704(c), however, excepts certain publicly
traded partnerships ("PTPs") from treatment as a corporation for tax purposes if
they have sufficient passive-type income. Specifically, Section 7704(c) provides
that a PTP shall not be treated as a corporation  for tax purposes if 90 percent
or more of its gross income consists of "qualifying  income."  Qualifying income
is defined by Section 7704(d) to include  interest and any gain from the sale or
disposition  of a capital  asset.  The Trust's sole source of income will derive
from interest paid with regard to and gain resulting from the disposition of the
Receivables.5

                  We note that Section 7704(d)(2) disqualifies from the category
of otherwise  "qualifying  income"  interest that is derived in the conduct of a
"financial or insurance  business." In our view,  because the Indenture Trustee,
Owner Trustee and Servicer cannot manage the assets of the Trust in any ordinary
sense, and in particular, cannot sell the Receivables (except in the event of an
Event of Default or  dissolution  of the  Trust) and cannot  acquire  additional
assets,  the Trust  should not be found to be carrying on a financial  business.
However,  the  Service  has  not  provided  guidance  as to what  constitutes  a
financial or insurance  business and  accordingly our conclusion is based on our
interpretation of the statutory  language of Section 7704 and not on authorities
construing the statute.  Accordingly, we believe that since the Trust should not
be found to be engaged in a  financial  business  the  interest  received on the
Receivables will constitute qualifying income.

                  Accordingly,  the Trust would qualify for the Section  7704(c)
exception to the PTP rules and would not be taxable as a corporation thereunder,
assuming that it otherwise would qualify as a partnership for federal income tax
purposes.
"Eligible entities" (i.e.,entities not explicitly classified
as a corporation under Treas. Reg.ss.301.7701-2(b)) with at least two members
are, by default, treated as partnerships for federal income taxation purposes.
Treas. Reg.ss. 301.7701-3(b).  The Trust, which is a business trust formed under
the laws of the State of Delaware pursuant to the Trust Agreement, may not be
treated as a trust for federal income taxes because it may not be "simply an
arrangement to protect or conserve [the Trust Property] for beneficiaries".
Treas Reg.ss.301.7701-4(b). Therefore, because the Trust is not included in the
list of corporate entities described in Treas. Reg.ss.301.7701-2(b), it will be
treated as a partnership for federal income tax purposes under Treas.
Reg.ss.301.7701-3(b), if it (i) is not a trust for federal income tax purposes
and (ii) is treated as having multiple owners.  In such a case, in our opinion
the Trust will not be classified as an association or a PTP taxable as a
corporation for federal income tax purposes.

III.     Federal Tax Matters in Prospectus

                  Based on and subject to the foregoing, it is our opinion that,
under present law, the discussions  presented under the captions "SUMMARY -- Tax
Status",  "TAX  MATTERS"  and "FEDERAL  INCOME TAX  MATTERS" in the  Prospectus,
although  general in nature,  to the extent that they address matters of federal
income tax law or legal  conclusions  with respect  thereto,  are correct in all
material respects.

                                        *          *          *

                  We express no opinion with respect to the matters addressed in
this opinion other than as set forth above,  and this opinion is not to be used,
circulated,  quoted or otherwise referred to for any other purpose without prior
written  consent  in each  instance.  We hereby  consent  to the  filing of this
opinion  as an exhibit  to  material  filed in  accordance  with the  Securities
Exchange  Act of 1934,  as  amended,  to be  incorporated  by  reference  in the
Registration Statement. We disclaim any obligation to update this opinion letter
for events occurring or coming to our attention after the date hereof.

                                            Very truly yours,

                                           /S/ Skadden, Arps, Slate, Meagher
                                               & Flom LLP
Schedule A

Ford Credit Auto Receivables Two L.P.
The American Road
Dearborn, Michigan  48121

The Bank of New York,
  as Owner Trustee
Ford Credit Auto Owner Trust 2000-D
101 Barclay Street, Floor 12 East
New York, New York  10286

The Chase Manhattan Bank,
  as Indenture Trustee
Corporate Trust Administration
450 West 33rd Street, 15th floor
New York, New York  10001-2697

Morgan Stanley & Co. Incorporated
  On behalf of itself and
  as Representative of the several Underwriters
1585 Broadway
New York, New York  10036

FCAR Owner Trust
c/o Bank of New York (Delaware),
as Owner Trustee
502 White Clay Center
Newark, Delaware  19711

Standard & Poor's Ratings Services
55 Water Street
New York, New York  10041

Moody's Investors Service, Inc.
99 Church Street
New York, New York  10007

Fitch, Inc.
One State Street Plaza
New York, New York  10004
--------

[1]   Terms not otherwise  defined herein have the meanings assigned to them
      in the Indenture (as defined above).

[2]   The Regular Principal Distribution Amount will equal, with respect to any
Distribution  Date, an amount not less than zero equal to the difference between
(i) the excess,  if any, of (a) the sum of the aggregate  outstanding  principal
amount of all the  Notes and the  Aggregate  Certificate  Balance  of all of the
Certificates as of the preceding  Distribution  Date (after giving effect to any
principal  payments made on the Securities and issuance of any additional  VPTNs
on such  preceding  Distribution  Date) or the Closing Date, as the case may be,
less the amount on deposit in the Accumulation  Account (exclusive of investment
earnings)  after giving  effect to all principal  payments on the  Securities on
such preceding  Distribution  Date over (b) the difference  between (x) the Pool
Balance at the end of the Collection  Period  preceding such  Distribution  Date
minus (y) the sum of the Specified  Overcollateralization Amount with respect to
such  Distribution  Date and the Yield Supplement  Overcollateralization  Amount
with respect to such Distribution Date, minus (ii) the sum of the First Priority
Principal  Distribution  Amount,  if any,  and  the  Second  Priority  Principal
Distribution  Amount, if any, each with respect to such  Distribution  Date. The
"Yield  Supplement  Overcollateralization  Amount" for each  Receivable for each
Collection  Period is the excess,  if any, of the present value of the scheduled
payments due on such Receivable for each future  Collection Period discounted at
the APR of the  Receivable  over the present  value of such  scheduled  payments
discounted at 10.5%,  assuming that future scheduled payments on the Receivables
are  made  on  their  scheduled  due  dates  without  any  delays,  defaults  or
prepayments.  Based on this  formula,  amounts  otherwise  distributable  to the
Seller will be applied  generally  to  establish  and maintain a "cushion" of at
least 1% (including the Reserve  Account) of the Pool Balance in addition to the
credit  enhancement  of (i) with  respect  to the  Class A  Notes,  7.08% of the
initial Pool Balance (provided by the Class B Notes and the  Certificates),  and
(ii)  with  respect  to the Class B Notes,  3.78% of the  initial  Pool  Balance
(provided by the Certificates).

[3] A substantial portion of the Receivables bear rates of interest below the
sum of the highest note interest   rate  and  the   Servicing   Fee   ("Subvened
Receivables").  Accordingly, for purposes of this opinion, a significant portion
of the 'spread' that would otherwise  contribute to the 'cushion' supporting the
Notes and the Certificates has been reallocated to provide for payments due with
respect to the Notes that could not  otherwise be made because of  shortfalls in
Trust cash flow caused by the  Subvened  Receivables.  It is  important to note,
however,  that Morgan  Stanley's  determination  of the net present value of the
'spread' does not take into account  losses that the Trust will incur in respect
of the Receivables.  Accordingly, we recognize that the net present value of the
remaining  spread  will,  in  reality,  be less than 2.62% of the  initial  Pool
Balance.

[4]  Unless otherwise indicated, all "Section" references hereinafter shall be
to the Code.

[5]  Subject to further review by Skadden tax counsel.
Exhibit 8.2
Ford Credit Auto Receivables Two L.P.
One American Road
Dearborn, Michigan 48126
                                                                  July 26, 2000

     Re:  Ford Credit Auto Owner Trust 2000-D

Ladies and Gentlemen:

     I do hereby confirm that the statements set forth in the Prospectus dated
April 11, 2000, as supplemented by Prospectus Supplement dated July 18, 2000
under the caption "Summary-Tax Status" in the Prospectus Supplement as
they relate to Michigan state tax matters and in the Prospectus Supplement
under the caption "State Tax Matters," to the extent they constitute matters
of law or legal conclusions with respect thereto, have been prepared, reviewed
or caused to be reviewed by me and are correct in all material respects.

     I consent to the reference to me under the captions "State Tax Matters" in
the Prospectus Supplement and "Legal Opinions" in the Prospectus and the
Prospectus Supplement.

                                   Very truly yours,

                                   /s/ Hurley D. Smith
Exhibit 99.1

                          SALE AND SERVICING AGREEMENT

                                  by and among

                      FORD CREDIT AUTO OWNER TRUST 2000-D,
                                   as Issuer,

                     FORD CREDIT AUTO RECEIVABLES TWO L.P.,
                                   as Seller,

                                       and

                           FORD MOTOR CREDIT COMPANY,
                                   as Servicer

                            Dated as of July 1, 2000
TABLE OF CONTENTS
Page
                                    ARTICLE I

DEFINITIONS AND USAGE                                                                               1

                                   ARTICLE II

TRUST PROPERTY                                                                                      1
SECTION 2.1  Conveyance of Trust Property...........................................................1
SECTION 2.2  Representations and Warranties of the Seller as to the Receivables.....................2
SECTION 2.3  Repurchase upon Breach.................................................................6
SECTION 2.4  Custody of Receivable Files............................................................7
SECTION 2.5  Duties of Servicer as Custodian........................................................7
SECTION 2.6  Instructions; Authority to Act.........................................................8
SECTION 2.7  Custodian's Indemnification............................................................9
SECTION 2.8  Effective Period and Termination.......................................................9

                                   ARTICLE III
ADMINISTRATION AND SERVICING OF
RECEIVABLES AND TRUST PROPERTY                                                                      9
SECTION 3.1  Duties of Servicer.....................................................................9
SECTION 3.2  Collection of Receivable Payments.....................................................10
SECTION 3.3  Realization Upon Receivables..........................................................10
SECTION 3.4  Allocations of Collections............................................................11
SECTION 3.5  Maintenance of Security Interests in Financed Vehicles................................11
SECTION 3.6  Covenants of Servicer.................................................................11
SECTION 3.7  Purchase of Receivables Upon Breach...................................................11
SECTION 3.8  Servicer Fee..........................................................................12
SECTION 3.9  Servicer's Certificate................................................................12
SECTION 3.10  Annual Statement as to Compliance; Notice of Event of Servicing Termination..........13
SECTION 3.11  Annual Independent Certified Public Accountant's Report..............................13
SECTION 3.12  Access to Certain Documentation and Information Regarding Receivables................14
SECTION 3.13  Servicer Expenses....................................................................14

                                   ARTICLE IV
DISTRIBUTIONS; RESERVE ACCOUNT;
STATEMENTS TO NOTEHOLDERS AND CERTIFICATEHOLDERS                                                   14
SECTION 4.1  Accounts..............................................................................14
SECTION 4.2  Remittance of Collections by the Servicer.............................................18
SECTION 4.3  Application of Collections............................................................19
SECTION 4.4  Monthly Advances......................................................................19
SECTION 4.5  Servicer Liquidity Advances...........................................................20
SECTION 4.6  Additional Deposits to Collection Account and Withdrawals from Reserve Account........21
SECTION 4.7  Distributions.........................................................................21
SECTION 4.8  Reserve Account.......................................................................28
SECTION 4.9  Net Deposits..........................................................................30
SECTION 4.10  Statements to Noteholders and Certificateholders.....................................31

                                    ARTICLE V

THE SELLER                                                                                         32
SECTION 5.1  Representations and Warranties of Seller..............................................32
SECTION 5.2  Liability of Seller; Indemnities......................................................34
SECTION 5.3  Merger or Consolidation of, or Assumption of the Obligations of, Seller...............35
SECTION 5.4  Limitation on Liability of Seller and Others..........................................36
SECTION 5.5  Seller May Own Notes or Certificates..................................................36

                                   ARTICLE VI

THE SERVICER                                                                                       36
SECTION 6.1  Representations of Servicer...........................................................36
SECTION 6.2  Indemnities of Servicer...............................................................38
SECTION 6.3  Merger or Consolidation of, or Assumption of the Obligations of, Servicer.............39
SECTION 6.4  Limitation on Liability of Servicer and Others........................................40
SECTION 6.5  Delegation of Duties..................................................................40
SECTION 6.6  Ford Credit Not to Resign as Servicer.................................................40
SECTION 6.7  Servicer May Own Notes or Certificates................................................41

                                   ARTICLE VII
SERVICING TERMINATION                                                                              41
SECTION 7.1  Events of Servicing Termination.......................................................41
SECTION 7.2  Appointment of Successor Servicer.....................................................43
SECTION 7.3  Repayment of Monthly Advances and Servicer Liquidity Advances.........................43
SECTION 7.4  Notification to Noteholders and Certificateholders....................................44
SECTION 7.5  Waiver of Past Events of Servicing Termination........................................44
ARTICLE VIII

TERMINATION                                                                                        44
SECTION 8.1  Optional Purchase of All Receivables..................................................44
SECTION 8.2.  Succession Upon Satisfaction and Discharge of Indenture..............................45

                                   ARTICLE IX

MISCELLANEOUS PROVISIONS                                                                           45
SECTION 9.1  Amendment.............................................................................45
SECTION 9.2  Protection of Title to Trust Property.................................................47
SECTION 9.3  Governing Law.........................................................................49
SECTION 9.4  Notices...............................................................................49
SECTION 9.5  Severability of Provisions............................................................49
SECTION 9.6  Assignment............................................................................50
SECTION 9.7  Further Assurances....................................................................50
SECTION 9.8  No Waiver; Cumulative Remedies........................................................50
SECTION 9.9  Third-Party Beneficiaries.............................................................50
SECTION 9.10  Actions by Noteholders or Certificateholders.........................................50
SECTION 9.11  Agent for Service....................................................................51
SECTION 9.12  No Bankruptcy Petition...............................................................51
SECTION 9.13  Limitation of Liability of Owner Trustee and Indenture Trustee.......................51
SECTION 9.14  Savings Clause.......................................................................52

Schedule A....Schedule of Receivables                                                              SA-1
Schedule B    Location of Receivable Files...................................................      SB-1
Schedule C    Custodians for Receivable Files................................................      SC-1
Appendix A....Definitions and Usage                                                                AA-1
SALE AND SERVICING AGREEMENT,  dated as of July 1, 2000 (as from time
to  time  amended,  supplemented  or  otherwise  modified  and in  effect,  this
"Agreement"), by and among FORD CREDIT AUTO OWNER TRUST 2000-D (the "Issuer"), a
Delaware  business  trust,  FORD CREDIT AUTO  RECEIVABLES  TWO L.P.,  a Delaware
limited partnership,  as seller (the "Seller"), and FORD MOTOR CREDIT COMPANY, a
Delaware corporation, as servicer (the "Servicer").

          WHEREAS,  the Issuer desires to purchase a portfolio of  receivables
consisting of motor vehicle retail  installment  sale  contracts  generated by
Ford Motor Credit  Company and PRIMUS in the ordinary  course of their business
and conveyed to Issuer by the Seller on the Closing Date;

         WHEREAS,  the Seller is willing to sell such  portfolio of  receivables
and related  property to the Issuer; and

         WHEREAS,  Ford Motor  Credit  Company is willing  to service  such
receivables  on behalf of the Issuer;

         NOW,  THEREFORE,  in  consideration  of the  premises  and the mutual
covenants  herein  contained,  and other good and  valuable  consideration,  the
receipt and  sufficiency of which is hereby  acknowledged,  the parties  hereto,
intending to be legally bound, agree as follows:

                                    ARTICLE I

                              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.

                                   ARTICLE II

                                 TRUST PROPERTY

         SECTION 2.1 Conveyance of Trust Property.  (a) In  consideration of the
Issuer's  delivery  to, or upon the order  of,  the  Seller of the Notes and the
Certificates  in an  aggregate  principal  amount equal to 96.34% of the Initial
Pool Balance, the Seller does hereby irrevocably transfer,  assign and otherwise
convey to the Issuer without  recourse  (subject to the obligations  herein) all
right,  title  and  interest  of the  Seller,  whether  now  owned or  hereafter
acquired, in and to the following (collectively,  the "Trust Property"): (i) the
Receivables;  (ii) with respect to Receivables  that are Actuarial  Receivables,
monies due  thereunder on or after the Cutoff Date  (including  Payaheads)  and,
with respect to Receivables that are Simple Interest Receivables,  monies due or
received thereunder on or after the Cutoff Date; (iii) 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;  (iv) 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;  (v) Dealer  Recourse;  (vi) all of the Seller's rights to
the Receivable Files that relate to the  Receivables;  (vii) the Trust Accounts,
the  Certificate  Interest   Distribution  Account,  the  Certificate  Principal
Distribution  Account  and  all  amounts,  securities,  investments,  investment
property and other  property  deposited in or credited to any of the  foregoing,
all security  entitlements  relating to the foregoing and all proceeds  thereof;
(viii) all of the Seller's rights under this Agreement; (ix) 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; (x) payments and proceeds
with  respect  to the  Receivables  held  by the  Servicer;  (xi)  all  property
(including  the right to receive  Liquidation  Proceeds)  securing a  Receivable
(other than a Receivable  purchased by the Servicer or purchased by the Seller);
(xii) 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
(xiii) 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.
(b) Any transfer,  assignment and conveyance  made under Section 2.1(a)
shall not  constitute  and is not  intended  to result in an  assumption  by the
Issuer of any obligation of the Seller to the Obligors, the Dealers or any other
Person in connection  with the  Receivables  and the other Trust Property or any
agreement, document or instrument related thereto.

         SECTION  2.2  Representations  and  Warranties  of the Seller as to the
Receivables. The Seller makes the following representations and warranties as to
the  Receivables on which the Issuer shall be deemed to have relied in accepting
the  Receivables.  Such  representations  and warranties speak as of the Closing
Date,  but  shall  survive  the  transfer,  assignment  and  conveyance  of  the
Receivables  to the  Issuer  and the pledge  thereof  to the  Indenture  Trustee
pursuant to the Indenture.

         (i) Characteristics of Receivables. Each Receivable (a) shall have been
originated  in the United States of America by a Dealer for the retail sale of a
Financed  Vehicle in the ordinary course of such Dealer's  business,  shall have
been  fully and  properly  executed  by the  parties  thereto,  shall  have been
purchased  either (X) by the Seller from Ford  Credit,  which in turn shall have
purchased such Receivable from a Dealer under an existing dealer  agreement with
Ford Credit,  and which shall have been validly  assigned by such Dealer to Ford
Credit and which in turn shall have been validly  assigned by Ford Credit to the
Seller in  accordance  with its terms,  or (Y) by the Seller  from Ford  Credit,
which shall have been  assigned such  Receivable by PRIMUS,  which in turn shall
have purchased such Receivable  from a Dealer or other finance source  (provided
that such purchase relates to an individual  Receivable and not a bulk purchase)
under an existing  agreement  with  PRIMUS,  and which  shall have been  validly
assigned  by such Dealer or other  finance  source to PRIMUS and shall have been
validly assigned by PRIMUS to Ford Credit in the ordinary course of business and
which in turn shall have been  validly  assigned by Ford Credit to the Seller in
accordance  with its  terms,  (b) shall have  created  or shall  create a valid,
subsisting,  and enforceable  first priority  security interest in favor of Ford
Credit in the Financed  Vehicle,  which  security  interest has been assigned by
Ford Credit to the Seller,  which in turn shall be  assignable  by the Seller to
the Issuer, (c) shall contain customary and enforceable provisions such that the
rights and  remedies of the holder  thereof  shall be adequate  for  realization
against the  collateral of the benefits of the  security,  (d) shall provide for
level monthly payments  (provided that the payment in the first or last month in
the life of the  Receivable  may be minimally  different from the level payment)
that fully  amortize the Amount  Financed by maturity and yield  interest at the
Annual  Percentage  Rate, (e) shall provide for, in the event that such contract
is prepaid,  a prepayment that fully pays the Principal  Balance,  and (f) is an
Actuarial Receivable or a Simple Interest Receivable.

         (ii) Schedule of Receivables. The information set forth in the Schedule
of  Receivables  shall be true and  correct in all  material  respects as of the
opening of business on the Cutoff Date, and no selection  procedures believed to
be adverse to the Noteholders or the Certificateholders shall have been utilized
in selecting  the  Receivables  from those  receivables  which meet the criteria
contained  herein.  The computer tape or other listing regarding the Receivables
made  available  to the Issuer and its  assigns  (which  computer  tape or other
listing is required to be delivered as specified  herein) is true and correct in
all material respects.

         (iii) Compliance with Law. Each Receivable and the sale of the Financed
Vehicle  shall have  complied at the time it was  originated  or made and at the
execution  of this  Agreement  shall comply in all  material  respects  with all
requirements  of applicable  federal,  State,  and local laws,  and  regulations
thereunder,   including,   without   limitation,   usury   laws,   the   Federal
Truth-in-Lending  Act,  the  Equal  Credit  Opportunity  Act,  the  Fair  Credit
Reporting  Act,  the Fair Debt  Collection  Practices  Act,  the  Federal  Trade
Commission  Act, the  Magnuson-Moss  Warranty Act, the Federal  Reserve  Board's
Regulations B and Z, and State  adaptations of the National  Consumer Act and of
the Uniform  Consumer  Credit  Code,  and other  consumer  credit laws and equal
credit opportunity and disclosure laws.

         (iv) Binding  Obligation.  Each Receivable shall represent the genuine,
legal, valid, and binding payment obligation of the Obligor,  enforceable by the
holder thereof in accordance with its terms subject to the effect of bankruptcy,
insolvency,  reorganization,  or other similar laws affecting the enforcement of
creditors' rights generally.
(v) No Government Obligor.  None of the Receivables shall be due from
the United States of America or any State or from any agency, department, or
instrumentality of the United States of America, any State or political
subdivision of either thereof.

         (vi) Security  Interest in Financed  Vehicle.  Immediately prior to the
transfer, assignment and conveyance thereof, each Receivable shall be secured by
a first priority, validly perfected security interest in the Financed Vehicle in
favor of Ford Credit as secured party or all necessary and  appropriate  actions
shall  have  been  commenced  that  would  result in a first  priority,  validly
perfected  security  interest in the Financed Vehicle in favor of Ford Credit as
secured party.

         (vii)  Receivables in Force.  No Receivable  shall have been satisfied,
subordinated,  or rescinded,  nor shall any Financed  Vehicle have been released
from the lien granted by the related Receivable in whole or in part.

         (viii) No Waiver.  No provision of a Receivable shall have been waived.

         (ix)   No Defenses.  No right of rescission, setoff, counterclaim, or
defense shall have been asserted or threatened with respect to any Receivable.

         (x) No Liens. To the best of the Seller's knowledge, no liens or claims
shall have been  filed for work,  labor,  or  materials  relating  to a Financed
Vehicle that shall be liens prior to, or equal with,  the  security  interest in
the Financed Vehicle granted by the Receivable.

         (xi) No Default. Except for payment defaults continuing for a period of
not more than  thirty  (30) days as of the  Cutoff  Date,  no  default,  breach,
violation,  or event permitting  acceleration  under the terms of any Receivable
shall have occurred;  and no continuing  condition that with notice or the lapse
of time would  constitute  a default,  breach,  violation,  or event  permitting
acceleration  under the terms of any  Receivable  shall  have  arisen;  and Ford
Credit shall not waive any of the foregoing.

         (xii)  Insurance.   Ford  Credit,  in  accordance  with  its  customary
standards,  policies and procedures,  shall have determined that, as of the date
of origination of each Receivable,  the Obligor had obtained or agreed to obtain
physical damage insurance covering the Financed Vehicle.

         (xiii)  Title.  It is the intention of the Seller that the transfer and
assignment herein contemplated constitute an absolute sale, transfer, assignment
and  conveyance  of the  Receivables  from the Seller to the Issuer and that the
beneficial  interest in and title to the Receivables not be part of the Seller's
estate in the event of the filing of a  bankruptcy  petition  by or against  the
Seller  under any  bankruptcy  law. No  Receivable  has been sold,  transferred,
assigned, conveyed or pledged by the Seller to any Person other than the Issuer.
Immediately prior to the transfer and assignment herein contemplated, the Seller
had good and marketable  title to each  Receivable  free and clear of all Liens,
encumbrances,  security  interests,  participations  and  rights of others  and,
immediately upon the transfer thereof, the Issuer shall have good and marketable
title to each Receivable,  free and clear of all Liens,  encumbrances,  security
interests,  participations  and  rights of  others;  and the  transfer  has been
perfected under the UCC.

         (xiv) Valid Assignment. No Receivable shall have been originated in, or
shall  be  subject  to the laws of,  any  jurisdiction  under  which  the  sale,
transfer,  assignment and conveyance of such Receivable  under this Agreement or
pursuant to transfers of the Notes or the Certificates shall be unlawful,  void,
or  voidable.  The Seller has not entered  into any  agreement  with any account
debtor that prohibits,  restricts or conditions the assignment of any portion of
the Receivables.

         (xv) All Filings Made. All filings (including,  without limitation, UCC
filings)  necessary  in any  jurisdiction  to give the Issuer a first  priority,
validly  perfected  ownership  interest  in the  Receivables,  and to  give  the
Indenture Trustee a first perfected  security interest therein,  shall have been
made.

         (xvi)  Chattel Paper.  Each Receivable constitutes "chattel paper" as
defined in the UCC.

         (xvii)  One Original.  There shall be only one original executed copy
of each Receivable.  The Seller, or its custodian, has possession of such
original with respect to each Receivable.
(xviii)  New and  Used  Vehicles.  70.00%  of the  aggregate  Principal
Balance of the Receivables,  constituting 62.72% of the number of Receivables as
of the Cutoff Date,  represent  vehicles  financed at new vehicle rates, and the
remainder of the Receivables represent vehicles financed at used vehicle rates.

         (xix)      Amortization Type.  By aggregate Principal Balance as of the
Cutoff Date, 0.32% of the Receivables constitute Actuarial Receivables and
99.68% of the Receivables constitute Simple Interest Receivables.

         (xx)   Origination.  Each Receivable shall have an origination date on
or after July 1, 1998.

         (xxi)  PRIMUS.  12.24%  of  the  aggregate  Principal  Balance  of  the
Receivables  as of the Cutoff Date,  represent  Receivables  originated  through
PRIMUS and assigned to Ford Credit,  and the remainder of the  Receivables  were
originated through Ford Credit (excluding PRIMUS).

         (xxii) Maturity of Receivables.  Each Receivable shall have an original
maturity of not greater than sixty (60) months.

         (xxiii)  Annual Percentage Rate.  The Annual Percentage Rate of each
Receivable shall be not less than 1.90% and not greater than 20.00%.

         (xxiv) Scheduled Payments. Each Receivable shall have a first Scheduled
Payment  due, in the case of Actuarial  Receivables,  or a first  scheduled  due
date, in the case of Simple Interest  Receivables,  on or prior to July 31, 2000
and no  Receivable  shall  have a  payment  that is more than  thirty  (30) days
overdue as of the Cutoff Date.

         (xxv)   Location of Receivable Files.  The Receivable Files shall be
kept at one or more of the locations listed in Schedule B-1 hereto or the
offices of one of the custodians specified in Schedule B-2 hereto.

         (xxvi) No Extensions.  The number of Scheduled Payments, in the case of
Actuarial  Receivables,  and the number of scheduled  due dates,  in the case of
Simple  Interest  Receivables,  shall not have been  extended  on or before  the
Cutoff Date on any Receivable.

         (xxvii) Rating  Agencies.  The rating agencies rating the Notes and the
Class C  Certificates  are  Moody's,  Standard & Poor's and Fitch and the rating
agencies rating the Class D Certificates are Standard & Poor's and Fitch.

         (xxviii)  Agreement.  The representations and warranties of the Seller
in Section 5.1 are true and correct.

         (xxix)  No Receivables Originated in Alabama or Pennsylvania.  No
Receivable shall have been originated in Alabama or Pennsylvania.

         SECTION 2.3  Repurchase  upon Breach.  The Seller,  the  Servicer,  the
Issuer or the Owner Trustee,  as the case may be, shall inform the other parties
to this Agreement,  the Indenture Trustee and Ford Credit promptly,  in writing,
upon the discovery of any breach of the Seller's  representations and warranties
made by the Seller  pursuant to Section  2.2.  Unless the breach shall have been
cured by the last day of the second  Collection  Period following the discovery,
the  Indenture  Trustee  shall  enforce the  obligation of the Seller under this
Section  2.3,  and, if  necessary,  the Seller or the  Indenture  Trustee  shall
enforce  the  obligation  of  Ford  Credit  under  the  Purchase  Agreement,  to
repurchase any Receivable  materially and adversely affected by the breach as of
such last day (or, at the Seller's option,  the last day of the first Collection
Period  following  the  discovery).  In  consideration  of the  purchase  of the
Receivable,  the Seller shall remit the Purchase Amount, in the manner specified
in  Section  4.6(a).  The sole  remedy of the  Issuer,  the Owner  Trustee,  the
Indenture Trustee, the Noteholders or the  Certificateholders  with respect to a
breach of the Seller's  representations  and warranties  pursuant to Section 2.2
shall be to require the Seller to repurchase such  Receivables  pursuant to this
Section  2.3 or to  enforce  the  obligation  of Ford  Credit  to the  Seller to
repurchase  such  Receivables  pursuant to the Purchase  Agreement.  Neither the
Owner  Trustee  nor the  Indenture  Trustee  shall  have any duty to  conduct an
affirmative  investigation  as to the occurrence of any condition  requiring the
repurchase of any Receivable  pursuant to this Section 2.3 or the eligibility of
any Receivable for purposes of this Agreement.

         SECTION 2.4 Custody of Receivable  Files.  To assure uniform quality in
servicing the Receivables and to reduce  administrative  costs, the Issuer, upon
the  execution and delivery of this  Agreement,  hereby  revocably  appoints the
Servicer, and the Servicer hereby accepts such appointment,  to act as the agent
of the Issuer and the Indenture Trustee as custodian of the following  documents
or  instruments,  which are hereby  constructively  delivered  to the  Indenture
Trustee,  as pledgee of the Issuer  pursuant to the Indenture  (collectively,  a
"Receivable File"):
(i)       The original Receivable.

(ii)     The  original  credit  application  fully  executed by the Obligor or a
         photocopy  thereof or a record thereof on a computer file,  diskette or
         on microfiche.

(iii)    The original  certificate  of title or such documents that the Servicer
         or Ford Credit shall keep on file,  in  accordance  with its  customary
         standards, policies and procedures, evidencing the security interest of
         Ford Credit in the Financed Vehicle.

(iv)     Any and all other documents  (including any computer file,  diskette or
         microfiche)  that the  Servicer  or the Seller  shall keep on file,  in
         accordance with its customary procedures,  relating to a Receivable, an
         Obligor, or a Financed Vehicle.

                  The Servicer  shall  provide an Officer's  Certificate  to the
Issuer and the Indenture  Trustee  confirming  that the Servicer has received on
behalf of the Issuer and the Indenture Trustee all the documents and instruments
necessary  for the Servicer to act as the agent of the Issuer and the  Indenture
Trustee for the purposes set forth in this Section 2.4,  including the documents
referred  to  herein,  and the  Issuer  and the  Indenture  Trustee  are  hereby
authorized to rely on such Officer's Certificate.

         SECTION 2.5 Duties of Servicer as Custodian.

         (a)  Safekeeping.  The Servicer shall hold the Receivable Files for the
benefit of the Issuer and the  Indenture  Trustee and maintain such accurate and
complete accounts,  records,  and computer systems pertaining to each Receivable
File as shall  enable the  Servicer  and the Issuer to comply with the terms and
conditions of this Agreement, and the Indenture Trustee to comply with the terms
and  conditions  of the  Indenture.  In  performing  its duties as custodian the
Servicer  shall  act with  reasonable  care,  using  that  degree  of skill  and
attention  that the  Servicer  exercises  with respect to the  receivable  files
relating to all comparable automotive receivables that the Servicer services for
itself or others and,  consistent  with such  reasonable  care, the Servicer may
utilize the services of third parties to act as custodian of physical Receivable
Files,  subject to Section  6.5. In  accordance  with its  customary  standards,
policies and procedures with respect to its retail  installment  sale contracts,
the Servicer shall  conduct,  or cause to be conducted,  periodic  audits of the
Receivable Files held by it under this Agreement,  and of the related  accounts,
records,  and computer  systems,  in such a manner as shall enable the Issuer or
the Indenture  Trustee to verify the accuracy of the Servicer's  record keeping.
The Servicer shall promptly  report to the Issuer and the Indenture  Trustee any
failure on its part to hold the  Receivable  Files and  maintain  its  accounts,
records,  and computer  systems as herein provided and promptly take appropriate
action to remedy any such failure.  Nothing herein shall be deemed to require an
initial  review or any periodic  review by the Issuer,  the Owner Trustee or the
Indenture Trustee of the Receivable Files.

         (b)  Maintenance of and Access to Records.  The Servicer shall maintain
each  Receivable  File at one of its offices  specified  in Schedule B-1 to this
Agreement or the offices of one of its  custodians  specified in Schedule B-2 of
this Agreement,  or at such other office as shall be specified to the Issuer and
the  Indenture  Trustee by written  notice not later than ninety (90) days after
any change in location.  The Servicer shall make available to the Issuer and the
Indenture  Trustee  or their  duly  authorized  representatives,  attorneys,  or
auditors a list of locations of the Receivable  Files, the Receivable Files, and
the related accounts,  records,  and computer systems maintained by the Servicer
at such times as the Issuer or the Indenture  Trustee shall  instruct,  but only
upon  reasonable  notice and during the normal  business hours at the respective
offices of the Servicer.

         (c) Release of Documents.  Upon written instructions from the Indenture
Trustee,  the Servicer shall release or cause to be released any document in the
Receivable Files to the Indenture Trustee,  the Indenture Trustee's agent or the
Indenture Trustee's designee, as the case may be, at such place or places as the
Indenture  Trustee may  designate,  as soon  thereafter as is  practicable.  Any
document so released shall be handled by the Indenture Trustee with due care and
returned to the Servicer for safekeeping as soon as the Indenture Trustee or its
agent or designee, as the case may be, shall have no further need therefor.
SECTION 2.6  Instructions;  Authority to Act. All instructions from the
Indenture Trustee shall be in writing and signed by an Authorized Officer of the
Indenture  Trustee,  and the Servicer  shall be deemed to have  received  proper
instructions  with  respect to the  Receivable  Files  upon its  receipt of such
written instructions.

         SECTION 2.7  Custodian's  Indemnification.  The  Servicer as  custodian
shall indemnify the Issuer,  the Owner Trustee and the Indenture Trustee for any
and all liabilities, obligations, losses, compensatory damages, payments, costs,
or expenses of any kind whatsoever that may be imposed on, incurred, or asserted
against the Issuer,  the Owner Trustee or the Indenture Trustee as the result of
any improper act or omission in any way relating to the  maintenance and custody
by the Servicer as custodian of the Receivable Files;  provided,  however,  that
the  Servicer  shall not be liable (i) to the Issuer for any portion of any such
amount resulting from the willful  misfeasance,  bad faith, or negligence of the
Indenture  Trustee,  the Owner Trustee or the Issuer,  (ii) to the Owner Trustee
for any portion of any such amount resulting from the willful  misfeasance,  bad
faith, or negligence of the Indenture  Trustee,  the Owner Trustee or the Issuer
and (iii) to the Indenture  Trustee for any portion of any such amount resulting
from the willful misfeasance, bad faith, or negligence of the Indenture Trustee,
the Owner Trustee or the Issuer.

         SECTION  2.8  Effective   Period  and   Termination.   The   Servicer's
appointment as custodian shall become  effective as of the Cutoff Date and shall
continue in full force and effect until terminated pursuant to this Section 2.8.
If Ford Credit shall resign as Servicer in  accordance  with the  provisions  of
this  Agreement or if all of the rights and  obligations  of the Servicer  shall
have been  terminated  under  Section  7.1, the  appointment  of the Servicer as
custodian  hereunder  may be  terminated  by the  Indenture  Trustee,  or by the
Noteholders  of Notes  evidencing  not less than 25% of the Note  Balance of the
Notes  Outstanding  or, with the consent of Noteholders of Notes  evidencing not
less than 25% of the Note Balance of the Notes Outstanding, by the Owner Trustee
or by  Certificateholders  of  Certificates  evidencing not less than 25% of the
Aggregate  Certificate  Balance,  in the same manner as the Indenture Trustee or
such  Securityholders  may terminate the rights and  obligations of the Servicer
under  Section  7.1.  As soon  as  practicable  after  any  termination  of such
appointment,  the  Servicer  shall  deliver  to  the  Indenture  Trustee  or the
Indenture  Trustee's  agent the  Receivable  Files and the related  accounts and
records  maintained  by the  Servicer  at such place or places as the  Indenture
Trustee may reasonably designate.

                                   ARTICLE III

                         ADMINISTRATION AND SERVICING OF

                         RECEIVABLES AND TRUST PROPERTY

         SECTION 3.1 Duties of Servicer.  The Servicer  shall  manage,  service,
administer,  and make collections on the Receivables with reasonable care, using
that degree of skill and attention  that the Servicer  exercises with respect to
all comparable automotive receivables that it services for itself or others. The
Servicer's  duties  shall  include  collection  and  posting  of  all  payments,
responding  to  inquiries  of  Obligors  on  such   Receivables,   investigating
delinquencies, sending payment coupons to Obligors, reporting tax information to
Obligors,  accounting for collections,  furnishing monthly and annual statements
to the Owner  Trustee and the Indenture  Trustee with respect to  distributions,
making  Monthly  Advances  pursuant to Section 4.4 and, in its sole  discretion,
making Servicer  Liquidity  Advances pursuant to Section 4.5. The Servicer shall
follow its customary standards, policies and procedures in performing its duties
as Servicer.  Without limiting the generality of the foregoing,  the Servicer is
hereby authorized and empowered to execute and deliver, on behalf of itself, the
Issuer,  the  Owner  Trustee,  the  Indenture  Trustee,  the  Noteholders,   the
Certificateholders,  or any of them, any and all  instruments of satisfaction or
cancellation,  or partial or full release or discharge, and all other comparable
instruments,  with  respect  to such  Receivables  or to the  Financed  Vehicles
securing such Receivables.  If the Servicer shall commence a legal proceeding to
enforce a Receivable,  the Owner Trustee (in the case of a Receivable other than
a  Purchased  Receivable)  shall  thereupon  be  deemed  to  have  automatically
assigned, solely for the purpose of collection, such Receivable to the Servicer.
If in any  enforcement  suit or  legal  proceeding  it  shall  be held  that the
Servicer may not enforce a Receivable  on the ground that it shall not be a real
party in interest or a holder  entitled  to enforce  the  Receivable,  the Owner
Trustee shall,  at the Servicer's  expense and direction,  take steps to enforce
the  Receivable,  including  bringing  suit  in its  name  or the  names  of the
Indenture Trustee, the Noteholders, the Certificateholders,  or any of them. The
Owner  Trustee  shall furnish the Servicer with any powers of attorney and other
documents  reasonably  necessary or  appropriate to enable the Servicer to carry
out its servicing and  administrative  duties  hereunder.  The Servicer,  at its
expense, shall obtain on behalf of the Issuer or the Owner Trustee all licenses,
if any, required by the laws of any jurisdiction to be held by the Issuer or the
Owner Trustee in connection  with ownership of the  Receivables,  and shall make
all filings and pay all fees as may be required in connection  therewith  during
the term hereof.
SECTION 3.2 Collection of Receivable Payments.  The Servicer shall make
reasonable  efforts  to  collect  all  payments  called  for under the terms and
provisions  of the  Receivables  as and when the same shall become due and shall
follow such  collection  procedures as it follows with respect to all comparable
receivables that it services for itself or others.  Subject to Sections 3.6(iii)
and (iv),  the Servicer  may grant  extensions,  rebates,  or  adjustments  on a
Receivable;  provided,  however, that if the Servicer extends the date for final
payment  by the  Obligor  of any  Receivable  beyond  6 months  past  the  Final
Scheduled Maturity Date, it shall promptly purchase the Receivable in the manner
provided in Section  3.7.  The  Servicer  may in its  discretion  waive any late
payment charge or any other fees that may be collected in the ordinary course of
servicing a Receivable.

         SECTION 3.3 Realization Upon Receivables.  On behalf of the Issuer, the
Servicer shall use reasonable efforts,  consistent with its customary standards,
policies and procedures,  to repossess or otherwise convert the ownership of the
Financed  Vehicle  securing any  Receivable as to which the Servicer  shall have
determined eventual payment in full is unlikely.  The Servicer shall follow such
customary  standards,  policies  and  procedures  as it shall deem  necessary or
advisable  in  its  servicing  of  comparable  receivables,  which  may  include
reasonable  efforts to realize upon any Dealer Recourse and selling the Financed
Vehicle  at public or  private  sale.  The  foregoing  shall be  subject  to the
provision  that,  in any case in which the Financed  Vehicle shall have suffered
damage,  the Servicer  shall not be required to expend funds in connection  with
the  repair  or the  repossession  of such  Financed  Vehicle  unless  it  shall
determine in its discretion that such repair and/or  repossession  will increase
the Liquidation Proceeds by an amount greater than the amount of such expenses.

         SECTION 3.4  Allocations  of  Collections.  If an Obligor is  obligated
under one or more  Receivables  and also under one or more other assets owned by
Ford Credit or assigned by Ford Credit to third parties, then any payment on any
such asset  received from or on behalf of such Obligor  shall,  if identified as
being made with respect to a particular  item or asset, be applied to such item,
and otherwise shall be allocated by Ford Credit in accordance with its customary
standards, policies and procedures.

         SECTION 3.5 Maintenance of Security Interests in Financed Vehicles. The
Servicer  shall,  in  accordance  with its  customary  standards,  policies  and
procedures,  take such steps as are  necessary  to  maintain  perfection  of the
security  interest created by each Receivable in the related  Financed  Vehicle.
The Issuer hereby authorizes the Servicer to take such steps as are necessary to
re-perfect  such  security  interest  on behalf of the Issuer and the  Indenture
Trustee in the event of the  relocation  of a Financed  Vehicle or for any other
reason.
SECTION 3.6 Covenants of Servicer.  The Servicer  shall not (i) release
the Financed  Vehicle  securing each such Receivable from the security  interest
granted by such Receivable in whole or in part except in the event of payment in
full by or on behalf of the Obligor thereunder or repossession,  (ii) impair the
rights of the Noteholders or the  Certificateholders  in the Receivables,  (iii)
change the Annual Percentage Rate with respect to any Receivable, or (iv) modify
the Amount Financed or the total number of Scheduled Payments (in the case of an
Actuarial  Receivable) or the total number of originally scheduled due dates (in
the case of a Simple Interest Receivable).

         SECTION 3.7 Purchase of Receivables  Upon Breach.  (a) The Seller,  the
Servicer or the Owner  Trustee,  as the case may be,  promptly  shall inform the
other parties to this  Agreement,  in writing,  upon the discovery of any breach
pursuant to Section 3.2, 3.5 or 3.6.  Unless the breach shall have been cured by
the last day of the second  Collection  Period  following such discovery (or, at
the Servicer's election, the last day of the first following Collection Period),
the Servicer shall purchase any Receivable  materially and adversely affected by
such breach as  determined  by the  Indenture  Trustee  (which shall include any
Receivable  as to which a breach of Section 3.6 has  occurred)  at the  Purchase
Amount. In consideration of the purchase of such Receivable,  the Servicer shall
remit the  Purchase  Amount in the  manner  specified  in  Section  4.6(a).  For
purposes of this Section 3.7,  the  Purchase  Amount shall  consist in part of a
release  by  the  Servicer  of all  rights  of  reimbursement  with  respect  to
Outstanding  Monthly Advances on the Receivable.  The sole remedy of the Issuer,
the  Owner   Trustee,   the   Indenture   Trustee,   the   Noteholders   or  the
Certificateholders  with respect to a breach pursuant to Section 3.2, 3.5 or 3.6
shall be to require  the  Servicer  to  purchase  Receivables  pursuant  to this
Section 3.7.

         (b) The Seller, the Servicer or the Owner Trustee,  as the case may be,
promptly shall inform the other parties to this  Agreement in writing,  upon the
discovery of any breach of the representations and warranties of Ford Credit, as
seller, set forth in Section 3.2(b) of the Purchase Agreement. Unless the breach
shall have been cured by the last day of the second  Collection Period following
the  discovery,  the Servicer  shall enforce the obligation of Ford Credit under
the Purchase  Agreement to repurchase  any  Receivable  materially and adversely
affected by the breach as of such last day (or,  at Ford  Credit's  option,  the
last  day  of  the  first  Collection   Period  following  the  discovery).   In
consideration  of the  purchase  of the  Receivable,  Ford Credit  shall  remit,
pursuant to Section 5.2 of the Purchase  Agreement,  the Purchase  Amount to the
Servicer and the  Servicer  shall remit the  Purchase  Amount to the  Collection
Account as specified in Section 4.6(a) hereof.

         (c) With respect to all Receivables  purchased pursuant to this Section
3.7,  the Issuer  shall  assign to the  Servicer or the Seller,  as  applicable,
without recourse,  representation or warranty,  all of the Issuer's right, title
and interest in and to such Receivables and all security and documents  relating
thereto.

         SECTION  3.8  Servicer  Fee.  The  Servicer  shall be  entitled  to any
interest  earned on the  amounts  deposited  in the  Collection  Account and the
Payahead  Account during each Collection  Period plus all late fees,  prepayment
charges and other administrative fees and expenses or similar charges allowed by
applicable law with respect to Receivables  during each  Collection  Period (the
"Supplemental  Servicing  Fee").  The  Servicer  also shall be  entitled  to the
Servicing Fee, as provided herein.

         SECTION 3.9  Servicer's  Certificate.  (a) On or about the tenth day of
each calendar month, the Servicer shall deliver to the Owner Trustee,  each Note
Paying Agent and  Certificate  Paying  Agent,  the Indenture  Trustee,  the Swap
Counterparty and the Seller,  with a copy to the Rating  Agencies,  a Servicer's
Certificate  containing all information  (including all specific dollar amounts)
necessary to make the transfers and distributions pursuant to Sections 4.3, 4.4,
4.5,  4.6,  4.7 and 4.8 for the  Collection  Period  preceding  the date of such
Servicer's Certificate,  together with the written statements to be furnished by
the Owner  Trustee to  Certificateholders  pursuant  to Section  4.10 and by the
Indenture Trustee to the Noteholders pursuant to Section 4.10 hereof and Section
6.6 of the Indenture.  Receivables  purchased or to be purchased by the Servicer
or the Seller shall be identified by the Servicer by the Seller's account number
with respect to such Receivable (as specified in the Schedule of Receivables).
(b) On or about  the  fifth  (but in no event  later  than the
tenth)  calendar day of each calendar  month,  the Servicer shall deliver to the
respective  underwriters  of the Notes the Note Pool  Factor  for each  Class or
Subclass of Notes and, in the event that the Certificates  have been sold by the
Seller  subsequent  to the  date  hereof,  to the  respective  underwriters  (if
applicable) of the  Certificates,  the Certificate Pool Factor for each Class of
Certificates as of the close of business on the  Distribution  Date occurring in
that month.

         SECTION  3.10 Annual  Statement  as to  Compliance;  Notice of Event of
Servicing Termination.  (a) The Servicer shall deliver to the Owner Trustee, the
Indenture  Trustee  and each  Rating  Agency on or before  April 30 of each year
beginning April 30, 2001, an Officer's  Certificate,  dated as of December 31 of
the preceding  calendar year, stating that (i) a review of the activities of the
Servicer  during  the  preceding   12-month  (or  shorter)  period  and  of  its
performance under this Agreement has been made under such officer's  supervision
and (ii) to the best of such  officer's  knowledge,  based on such  review,  the
Servicer has fulfilled all its obligations under this Agreement  throughout such
year, or, if there has been a default in the fulfillment of any such obligation,
specifying  each such  default  known to such  officer and the nature and status
thereof.  A copy of such  Officer's  Certificate  and the report  referred to in
Section 3.11 may be obtained by any Certificateholder by a request in writing to
the Owner Trustee,  or by any Noteholder or Person  certifying that it is a Note
Owner by a request in writing to the Indenture Trustee, in either case addressed
to the  applicable  Corporate  Trust Office.  Upon the telephone  request of the
Owner Trustee,  the Indenture Trustee shall promptly furnish the Owner Trustee a
list of Noteholders as of the date specified by the Owner Trustee.

         (b) The Servicer  shall  deliver to the Owner  Trustee,  the  Indenture
Trustee and each Rating Agency promptly after having obtained knowledge thereof,
but in no event later than five (5) Business Days thereafter,  written notice in
an Officer's  Certificate  of any event which with the giving of notice or lapse
of time, or both, would become an Event of Servicing  Termination  under Section
7.1. The Seller shall deliver to the Owner  Trustee,  the Indenture  Trustee and
each Rating Agency promptly after having obtained knowledge  thereof,  but in no
event  later  than  five (5)  Business  Days  thereafter,  written  notice in an
Officer's  Certificate  of any event which with the giving of notice or lapse of
time,  or both,  would  become an Event of  Servicing  Termination  under clause
(a)(ii) of Section 7.1.

         SECTION 3.11 Annual Independent  Certified Public Accountant's  Report.
The Servicer shall cause a firm of independent certified public accountants, who
may also  render  other  services  to the  Servicer  or to the Seller or to Ford
Credit,  to deliver to the Owner Trustee and the Indenture  Trustee on or before
April 30 of each  year  beginning  April  30,  2001  with  respect  to the prior
calendar  year a report  addressed to the board of directors of the Servicer and
to the Owner Trustee and the Indenture Trustee, to the effect that such firm has
audited the financial  statements of the Servicer and issued its report  thereon
and that such audit (1) was made in accordance with generally  accepted auditing
standards,  (2) included tests relating to automotive  loans serviced for others
in accordance with the  requirements of the Uniform Single  Attestation  Program
for  Mortgage  Bankers (the  "Program"),  to the extent the  procedures  in such
Program are applicable to the servicing obligations set forth in this Agreement,
and (3) except as described in the report,  disclosed no exceptions or errors in
the records  relating to  automobile  and light truck loans  serviced for others
that such firm is required to report under the Program.

                  The report will also indicate that the firm is  independent of
the  Servicer  within  the  meaning  of the Code of  Professional  Ethics of the
American Institute of Certified Public Accountants.

         SECTION 3.12 Access to Certain  Documentation and Information Regarding
Receivables. The Servicer shall provide to the Certificateholders, the Indenture
Trustee and the Noteholders  access to the Receivable  Files in such cases where
the  Certificateholders,  the  Indenture  Trustee  or the  Noteholders  shall be
required by applicable  statutes or  regulations  to review such  documentation.
Access shall be afforded  without charge,  but only upon reasonable  request and
during the normal  business  hours at the  respective  offices of the  Servicer.
Nothing in this  Section  3.12 shall  affect the  obligation  of the Servicer to
observe any applicable law prohibiting  disclosure of information  regarding the
Obligors,  and the failure of the Servicer to provide access to information as a
result of such  obligation  shall not  constitute a breach of this Section 3.12.
The Servicer shall provide such  information  with respect to the Receivables as
the Rating Agencies may reasonably  request,  including as soon as practicable a
periodic report of the aggregate  principal  balance of Receivables which become
Liquidated Receivables during each Collection Period.
SECTION 3.13 Servicer  Expenses.  The Servicer shall be required to pay
all  expenses  incurred  by it in  connection  with  its  activities  hereunder,
including fees and disbursements of the Owner Trustee and the Indenture Trustee,
independent accountants,  taxes imposed on the Servicer and expenses incurred in
connection with distributions and reports to Noteholders and Certificateholders.

                                   ARTICLE IV

                         DISTRIBUTIONS; RESERVE ACCOUNT;
                STATEMENTS TO NOTEHOLDERS AND CERTIFICATEHOLDERS

         SECTION 4.1  Accounts.  (a) The  Servicer  shall,  prior to the Closing
Date,  establish and maintain a segregated  trust account in the name "The Chase
Manhattan  Bank as  Indenture  Trustee,  as secured  party from Ford Credit Auto
Owner Trust 2000-D",  at a Qualified  Institution or Qualified Trust Institution
(which shall initially be the corporate trust  department of The Chase Manhattan
Bank),  which shall be designated as the "Collection  Account".  Initially,  the
Collection  Account  shall be  account  number  C-70887  and shall  include  any
successor or replacement accounts thereto. The Collection Account shall be under
the sole  dominion  and control of the  Indenture  Trustee;  provided,  that the
Servicer  may make  deposits to and direct the  Indenture  Trustee in writing to
make withdrawals from the Collection Account in accordance with the terms of the
Basic  Documents.  The  Collection  Account will be  established  and maintained
pursuant to an account  agreement  which specifies New York law as the governing
law. In addition,  the Collection Account shall be established and maintained at
a Qualified  Institution or Qualified Trust  Institution which agrees in writing
that for so long as the Notes are  outstanding  it will comply with  entitlement
orders (as defined in Article 8 of the UCC) originated by the Indenture  Trustee
without further consent of the Issuer. All monies deposited from time to time in
the Collection  Account shall be held by the Indenture  Trustee as secured party
for the benefit of the  Noteholders  and, after payment in full of the Notes, as
agent of the Owner  Trustee and as part of the Trust  Property.  All deposits to
and  withdrawals  from the Collection  Account shall be made only upon the terms
and conditions of the Basic Documents.

                  If the Servicer is required to remit  collections  pursuant to
the first  sentence of Section 4.2, all amounts held in the  Collection  Account
shall,  to the extent  permitted by applicable  law, rules and  regulations,  be
invested,  as directed in writing by the Servicer,  by the bank or trust company
then maintaining the Collection Account in Permitted Investments that mature not
later than the Business Day immediately  prior to the Distribution  Date for the
Collection  Period to which such amounts relate and such  Permitted  Investments
shall be held to  maturity.  All  interest  and other  income (net of losses and
investment  expenses)  on funds on deposit in the  Collection  Account  shall be
withdrawn from the Collection  Account at the written  direction of the Servicer
and shall be paid to the Servicer.  In the event that the Collection  Account is
no  longer to be  maintained  at the  corporate  trust  department  of The Chase
Manhattan  Bank,  the  Servicer  shall,  with the  Indenture  Trustee's or Owner
Trustee's assistance as necessary, cause the Collection Account to be moved to a
Qualified  Institution or a Qualified Trust Institution within ten (10) Business
Days (or such longer  period not to exceed thirty (30) calendar days as to which
each Rating Agency may consent).

         (b) The  Servicer  shall,  prior to the  Closing  Date,  establish  and
maintain an administrative  subaccount within the Collection Account at the bank
or trust company then maintaining the Collection Account, which subaccount shall
be  designated  as  the   "Principal   Distribution   Account".   The  Principal
Distribution  Account is established  and maintained  solely for  administrative
purposes.

         (c) The  Servicer  shall,  prior to the  Closing  Date,  establish  and
maintain two segregated  trust accounts,  each in the name "The Bank of New York
as Owner  Trustee" at a Qualified  Institution  or Qualified  Trust  Institution
(which shall  initially be the  corporate  trust  department  of The Bank of New
York),  which shall be  designated  as the  "Certificate  Interest  Distribution
Account" and the "Certificate  Principal  Distribution  Account",  respectively.
Each  Certificate  Distribution  Account  shall be under the sole  dominion  and
control of the Owner  Trustee.  All monies  deposited  from time to time in each
Certificate  Distribution  Account  pursuant to this Agreement and the Indenture
shall be held by the Owner  Trustee as part of the Trust  Property  and shall be
applied as provided in the Basic Documents. In the event that either Certificate
Distribution  Account  is no  longer to be  maintained  at the  corporate  trust
department of The Bank of New York the Servicer shall,  with the Owner Trustee's
assistance as necessary, cause such Certificate Distribution Account to be moved
to a Qualified  Institution  or a Qualified  Trust  Institution  within ten (10)
Business  Days (or such longer period not to exceed thirty (30) calendar days as
to which each Rating Agency may consent). Each Certificate  Distribution Account
will be  established  and  maintained  pursuant  to an account  agreement  which
specifies New York law as the governing law.
(d) The  Servicer  shall,  prior to the  Closing  Date,  establish  and
maintain a segregated  trust account in the name of "The Chase Manhattan Bank as
Indenture  Trustee" at a Qualified  Institution or Qualified  Trust  Institution
(which shall initially be the corporate trust  department of The Chase Manhattan
Bank), which shall be designated as the "Payahead Account". The Payahead Account
shall be held in trust for the benefit of the  Obligors.  The  Payahead  Account
shall be under the sole dominion and control of the Indenture Trustee;  provided
that the  Servicer  may make  deposits  to and direct the  Indenture  Trustee in
writing to make  withdrawals  from the Payahead  Account in accordance  with the
Basic Documents. The Payahead Account shall not be a part of the Trust Property.
All deposits to and  withdrawals  from the Payahead  Account  shall be made only
upon the terms and conditions of the Basic Documents.

                  If the Servicer is required to remit  collections  pursuant to
the first  sentence of Section 4.2,  all amounts  held in the  Payahead  Account
shall,  to the extent  permitted by applicable  law, rules and  regulations,  be
invested,  as directed in writing by the Servicer,  by the bank or trust company
then maintaining the Payahead  Account in Permitted  Investments that mature not
later than the Business Day immediately  prior to the Distribution  Date for the
Collection  Period to which such amounts relate and such  Permitted  Investments
shall be held to  maturity.  All  interest  and other  income (net of losses and
investment  expenses)  on funds on  deposit  in the  Payahead  Account  shall be
withdrawn  from the Payahead  Account at the direction of the Servicer and shall
be paid to the Servicer.  In the event that the Payahead Account is no longer to
be maintained at the corporate trust department of The Chase Manhattan Bank, the
Servicer shall,  with the Indenture  Trustee's or Owner Trustee's  assistance as
necessary,  cause the Payahead Account to be moved to a Qualified Institution or
a Qualified  Trust  Institution  within ten (10)  Business  Days (or such longer
period not to exceed  thirty (30)  calendar  days as to which each Rating Agency
may consent).

         (e)  Notwithstanding  the provisions of clause (d) above and of Section
4.7(a)(ii),  for so long as (i) Ford Credit is the Servicer,  (ii) the rating of
Ford Credit's short-term unsecured debt is at least P-1 by Moody's, at least A-1
by  Standard & Poor's and at least F-1 by Fitch and (iii) no Event of  Servicing
Termination  shall  have  occurred  (each,  a "Monthly  Remittance  Condition"),
Payaheads  need not be remitted to and  deposited  in the  Payahead  Account but
instead  may be remitted to and held by the  Servicer.  So long as each  Monthly
Remittance  Condition  is  satisfied,  the  Servicer  shall not be  required  to
segregate or otherwise  hold separate any Payaheads  remitted to the Servicer as
aforesaid but shall be required to remit Payaheads to the Collection  Account in
accordance  with  Section  4.7(a)(i).  At any time that any  Monthly  Remittance
Condition is not satisfied,  the Servicer shall deposit in the Payahead  Account
the amount of any  Payaheads  then held or received by it (which amount shall be
at least equal to the  Payahead  Balance as of the close of business on the last
day  of  the  immediately  preceding  Collection  Period).  Notwithstanding  the
foregoing,  if a Monthly Remittance  Condition is not satisfied the Servicer may
utilize,  with respect to Payaheads,  an alternative  remittance schedule (which
may include the remittance  schedule utilized by the Servicer before the Monthly
Remittance Condition became unsatisfied),  if the Servicer provides to the Owner
Trustee and the Indenture  Trustee written  confirmation from each Rating Agency
that such alternative  remittance schedule will not result in the downgrading or
withdrawal  by such Rating  Agency of the ratings then assigned to the Notes and
the  Certificates.  The Owner  Trustee and the  Indenture  Trustee  shall not be
deemed to have knowledge of any event or circumstance  under clause (iii) of the
first  sentence of this  Section  4.1(e) that would  require  remittance  of the
Payaheads  to the Payahead  Account  unless the Owner  Trustee or the  Indenture
Trustee has received notice of such event or circumstance from the Seller or the
Servicer in an Officer's Certificate or from the Noteholders of Notes evidencing
not less  than 25% of the Note  Balance  of the  Notes  Outstanding  or from the
Certificateholders of Certificates evidencing not less than 25% of the Aggregate
Certificate  Balance or unless a Trustee  Officer in the Corporate  Trust Office
with  knowledge  hereof and  familiarity  herewith has actual  knowledge of such
event or circumstance.

         (f) The  Servicer  shall,  prior to the  Closing  Date,  establish  and
maintain an administrative  subaccount within the Collection Account in the name
of "The Chase Manhattan Bank as Indenture Trustee" at a Qualified Institution or
Qualified  Trust  Institution  (which  shall  initially be the  corporate  trust
department of The Chase Manhattan Bank), which subaccount shall be designated as
the "Accumulation  Account". The Accumulation Account shall be held in trust for
the benefit of the Noteholders. The Accumulation Account shall be under the sole
dominion and control of the  Indenture  Trustee;  provided that the Servicer may
make deposits to and direct the Indenture Trustee in writing to make withdrawals
from the Accumulation Account in accordance with the Basic Documents. All monies
deposited  from time to time in the  Accumulation  Account  shall be held by the
Indenture  Trustee  as part  of the  Trust  Property  and  all  deposits  to and
withdrawals from the Accumulation  Account shall be made only upon the terms and
conditions of the Basic Documents.
All amounts held in the  Accumulation  Account  shall,  to the
extent  permitted by applicable  law,  rules and  regulations,  be invested,  as
directed  in  writing  by the  Servicer,  by the  bank  or  trust  company  then
maintaining the  Accumulation  Account in Permitted  Investments that mature not
later than the Business Day immediately  prior to the Distribution  Date for the
Collection  Period to which such amounts relate and such  Permitted  Investments
shall be held to maturity.  All interest and other income on funds on deposit in
the  Accumulation  Account shall be withdrawn  and  deposited in the  Collection
Account for  distribution on each  Distribution  Date in accordance with Section
4.7(c). In the event that the Accumulation Account is no longer to be maintained
at the corporate  trust  department of The Chase  Manhattan  Bank,  the Servicer
shall, with the Indenture Trustee's or Owner Trustee's  assistance as necessary,
cause the  Accumulation  Account  to be moved to a  Qualified  Institution  or a
Qualified Trust Institution within ten (10) Business Days (or such longer period
not to exceed  thirty  (30)  calendar  days as to which each  Rating  Agency may
consent).

         (g) The  Servicer  shall,  prior to the  Closing  Date,  establish  and
maintain a segregated  trust account in the name of "The Chase Manhattan Bank as
Indenture  Trustee" at a Qualified  Institution or Qualified  Trust  Institution
(which shall initially be the corporate trust  department of The Chase Manhattan
Bank),  which  shall be  designated  as the "VPTN  Proceeds  Account".  The VPTN
Proceeds  Account  shall be held in trust for the  benefit of the holders of the
Subclass of Class A Notes to be paid on its Targeted Scheduled Distribution Date
from the proceeds of issuance after the Closing Date of VPTNs  deposited to such
account from time to time.  The VPTN  Proceeds  Account  shall be under the sole
dominion and control of the  Indenture  Trustee;  provided that the Servicer may
make deposits to and direct the Indenture Trustee in writing to make withdrawals
from the VPTN  Proceeds  Account in  accordance  with the Basic  Documents.  All
monies deposited from time to time in the VPTN Proceeds Account shall be held by
the  Indenture  Trustee as part of the Trust  Property  and all  deposits to and
withdrawals from the VPTN Proceeds Account shall be made only upon the terms and
conditions of the Basic Documents.

         SECTION 4.2  Remittance of  Collections  by the Servicer.  The Servicer
shall  remit to the  Collection  Account  within  two (2)  Business  Days of the
receipt  thereof  (i) all  payments by or on behalf of the  Obligors  (including
Payaheads on the Receivables,  but excluding Purchased Receivables) and (ii) all
Liquidation  Proceeds,  both as collected  during the  Collection  Period.  Ford
Credit,  so long as it is  acting  as the  Servicer,  may  make  remittances  of
collections  on a less  frequent  basis than that  specified in the  immediately
preceding sentence.  It is understood that such less frequent remittances may be
made only on the specific  terms and  conditions set forth below in this Section
4.2  and  only  for  so  long  as  such  terms  and  conditions  are  fulfilled.
Accordingly,  notwithstanding  the  provisions  of the  first  sentence  of this
Section 4.2, the Servicer shall remit  collections  received during a Collection
Period to the Collection Account in immediately  available funds on the Business
Day preceding the related  Distribution  Date (or, with the prior consent of the
Rating Agencies,  on the related Distribution Date) but only for so long as each
Monthly Remittance Condition is satisfied.  Notwithstanding the foregoing,  if a
Monthly  Remittance  Condition  is not  satisfied  the  Servicer  may utilize an
alternative  remittance  schedule  (which may  include the  remittance  schedule
utilized  by  the  Servicer  before  the  Monthly  Remittance  Condition  became
unsatisfied),  if the Servicer  provides to the Owner  Trustee and the Indenture
Trustee  written  confirmation  from each Rating  Agency  that such  alternative
remittance  schedule  will not result in the  downgrading  or withdrawal by such
Rating  Agency of the ratings then  assigned to the Notes and the  Certificates.
The Owner Trustee or the Indenture Trustee shall not be deemed to have knowledge
of any event or  circumstance  under clause (iii) of the  definition  of Monthly
Remittance  Condition  that would  require  remittance  by the  Servicer  to the
Collection  Account within two Business Days of receipt as aforesaid  unless the
Owner  Trustee or the  Indenture  Trustee has  received  notice of such event or
circumstance from the Seller or the Servicer in an Officer's Certificate or from
the Noteholders of Notes evidencing not less than 25% of the Note Balance of the
Notes Outstanding or from the Certificateholders of Certificates  evidencing not
less than 25% of the Aggregate  Certificate  Balance or a Trustee Officer in the
Corporate Trust Office with knowledge hereof or familiarity  herewith has actual
knowledge  of such event or  circumstance.  For  purposes of this Article IV the
phrase  "payments  by or on behalf of  Obligors"  shall  mean  payments  made by
Persons other than the Servicer or by other means.
SECTION  4.3  Application  of  Collections.  For the  purposes  of this
Agreement,  as of the  close of  business  on the  last  day of each  Collection
Period,  all  collections  for  the  Collection  Period  with  respect  to  each
Receivable (other than a Purchased  Receivable) shall be applied by the Servicer
as follows: (i) payments by or on behalf of the Obligor which are not late fees,
prepayment  charges,  or other  administrative  fees and  expenses,  or  similar
charges which constitute the  Supplemental  Servicing Fee shall be applied first
to reduce Outstanding Monthly Advances made with respect to such Receivable,  as
described  in Sections  4.4(a) and (b) below and (ii) next,  any excess shall be
applied  (i) in the  case  of  Simple  Interest  Receivables,  to  interest  and
principal on the Receivable in accordance  with the Simple  Interest  Method and
(ii) in the case of Actuarial Receivables, to the Scheduled Payment with respect
to such  Receivable  and any remaining  excess  (except for partial  prepayments
which cause a reduction in the Obligor's periodic payment to below the Scheduled
Payment as of the Cutoff Date) shall be added to the Payahead Balance, and shall
be applied to prepay the Actuarial Receivable but only if the sum of such excess
and the previous  Payahead  Balance  shall be sufficient to prepay the Actuarial
Receivable in full, otherwise such excess shall constitute a Payahead, and shall
increase the Payahead Balance.

         SECTION  4.4 Monthly  Advances.  (a) As of the close of business on the
last day of each  Collection  Period,  if the  payments  by or on  behalf of the
Obligor on an Actuarial  Receivable  (other than a Purchased  Receivable)  after
application under Section 4.3 shall be less than the Scheduled Payment,  whether
as a result of any extension  granted to the Obligor or otherwise,  the Payahead
Balance,  if any,  with  respect  to such  Receivables  shall be  applied by the
Indenture  Trustee to the extent of the  shortfall,  and such  Payahead  Balance
shall be reduced  accordingly.  Next,  subject to the  following  sentence,  the
Servicer  shall make an advance of any  remaining  shortfall  (such  amount,  an
"Actuarial  Advance").  The  Servicer  will be  obligated  to make an  Actuarial
Advance in  respect  of an  Actuarial  Receivable  only to the  extent  that the
Servicer,  in its sole  discretion,  shall determine that the Actuarial  Advance
shall be recoverable from subsequent  collections or recoveries on any Actuarial
Receivable.  With respect to each Actuarial  Receivable,  the Actuarial  Advance
shall increase Outstanding  Actuarial Advances.  Outstanding  Actuarial Advances
shall  be  reduced  by  subsequent  payments  by or on  behalf  of the  Obligor,
collections of Liquidation Proceeds and payments of the Purchase Amount.

                  If the Servicer shall determine that an Outstanding  Actuarial
Advance with respect to any Actuarial  Receivable shall not be recoverable,  the
Servicer shall be reimbursed from any collections  made on other  Receivables in
the Trust,  and  Outstanding  Actuarial  Advances with respect to such Actuarial
Receivable shall be reduced accordingly.

         (b) As of the  close of  business  on the  last day of each  Collection
Period, the Servicer shall advance an amount equal to the amount of interest due
on the Simple  Interest  Receivables  at their  respective  APRs for the related
Collection  Period  (assuming  the  Simple  Interest  Receivables  pay on  their
respective  due dates)  minus the amount of  interest  actually  received on the
Simple Interest Receivables during the related Collection Period (such amount, a
"Simple Interest Advance"). With respect to each Simple Interest Receivable, the
Simple Interest Advance shall increase Outstanding Simple Interest Advances.  If
such calculation  results in a negative number, an amount equal to such negative
number  shall be paid to the  Servicer  and the  amount  of  Outstanding  Simple
Interest  Advances  shall be reduced by such amount.  In addition,  in the event
that a Simple Interest Receivable becomes a Liquidated  Receivable,  Liquidation
Proceeds with respect to a Simple  Interest  Receivable  attributable to accrued
and unpaid  interest  thereon (but not  including  interest for the then current
Collection  Period) shall be paid to the Servicer to reduce  Outstanding  Simple
Interest  Advances,  but only to the extent of any  Outstanding  Simple Interest
Advances.  The  Servicer  shall not make any advance in respect of  principal of
Simple Interest Receivables.

                  If the Servicer shall  determine  that an  Outstanding  Simple
Interest  Advance with respect to any Simple  Interest  Receivable  shall not be
recoverable, the Servicer shall be reimbursed from any collections made on other
Receivables in the Trust,  but only to the extent that such  Outstanding  Simple
Interest Advance  represents accrued and unpaid interest on such Simple Interest
Receivable.  Outstanding  Simple  Interest  Advances with respect to such Simple
Interest Receivable shall be reduced by the amount of such reimbursement.
(c) In the event that an Obligor  shall prepay a Receivable in full, if
the  related  contract  did  not  require  such  Obligor  to pay a full  month's
interest,  for the month of  prepayment,  at the APR, the Servicer shall make an
unreimbursable advance of the amount of such interest.

         SECTION 4.5 Servicer  Liquidity  Advances.  If, on a Targeted Scheduled
Distribution Date for any Subclass of Class A Notes, the Issuer has entered into
a binding  agreement with an Eligible  Purchaser for the sale of any VPTNs to be
issued on such Targeted Scheduled  Distribution Date and the Servicer determines
that the  proceeds  from such sale will not be  received  by the  Issuer on that
Targeted  Scheduled  Distribution  Date in time to make  timely  payments on the
related Subclass of Class A Notes on such Targeted Scheduled  Distribution Date,
the Servicer may, in its sole discretion, make a liquidity advance in the amount
equal to the expected proceeds if it determines, in its sole discretion, that it
has received reasonable  assurance from the purchaser of the VPTNs to the effect
that the full amount of the expected  proceeds  will be delivered  not more than
two  Business  Days  after  such  Targeted  Scheduled  Distribution  Date  (such
liquidity advance, a "Servicer Liquidity  Advance").  The Servicer shall deposit
any such  Servicer  Liquidity  Advance  in the  VPTN  Proceeds  Account.  If the
Servicer makes a Servicer Liquidity  Advance,  then promptly upon receipt by the
Issuer  of the  purchase  price of such VPTN from the  Eligible  Purchaser,  the
Indenture  Trustee  shall apply such funds to  reimburse  the  Servicer for that
related Servicer Liquidity Advance,  with interest to the extent any amount paid
by the purchaser with respect to accrued interest on the VPTN.

         SECTION 4.6 Additional  Deposits to Collection  Account and Withdrawals
from Reserve Account.  (a) The Servicer shall deposit in the Collection  Account
the  aggregate  Monthly  Advances  pursuant to Sections  4.4(a) and (b) and. the
aggregate advances pursuant to Section 4.4(c). The Servicer and the Seller shall
deposit in the Collection Account the aggregate Purchase Amounts with respect to
Purchased  Receivables  and the Servicer shall deposit therein all amounts to be
paid under Section 8.1. All such  deposits  with respect to a Collection  Period
shall be made, in immediately available funds, on the Business Day preceding the
Distribution  Date (or,  with the prior consent of the Rating  Agencies,  on the
Distribution Date) related to such Collection Period.

         (b) The Indenture  Trustee shall, on the Distribution  Date relating to
each Collection Period,  make withdrawals from the Reserve Account (i) first, in
an amount equal to the Reserve Account Release Amount, (ii) second, in an amount
equal to the amount (if  positive)  calculated  by the Servicer  pursuant to the
second sentence of Section 4.7(b), (iii) third, in an amount equal to the amount
(if  positive)  calculated  by the  Servicer  pursuant to the third  sentence of
Section  4.7(b) and (iv) fourth,  in an amount equal to the amount (if positive)
calculated by the Servicer  pursuant to the fourth  sentence of Section  4.7(b),
and, in each case, shall deposit such funds into the Collection Account.

         (c) On each Targeted  Scheduled  Distribution  Date, the purchaser of a
VPTN shall deposit in the VPTN Proceeds  Account the purchase price of any VPTNs
issued by the Issuer on such Distribution Date pursuant to Section 2.2(d) of the
Indenture  and Section  2(b) of the  Administration  Agreement  and the Servicer
shall deposit any Servicer  Liquidity  Advance made by the Servicer  pursuant to
Section 4.5.

         SECTION 4.7 Distributions. (a) On each Distribution Date, the Indenture
Trustee shall cause to be made the following  transfers and distributions in the
amounts set forth in the Servicer's Certificate for such Distribution Date:

         (i) From the  Payahead  Account,  or from the Servicer in the event the
         provisions of Section  4.1(e) above are  applicable,  to the Collection
         Account,  in immediately  available funds, (x) the portion of Payaheads
         constituting  Scheduled  Payments or prepayments  in full,  required by
         Sections 4.3 and 4.4(a), and (y) the Payahead Balance, if any, relating
         to any Purchased Receivable.

         (ii) From the  Collection  Account to the Payahead  Account,  or to the
         Servicer  in the event  the  provisions  of  Section  4.1(e)  above are
         applicable,  in immediately  available funds,  the aggregate  Payaheads
         required  by  Section  4.3 for the  Collection  Period  related to such
         Distribution Date.

         (iii)  From the  Principal  Distribution  Account  to the  Accumulation
         Account,  in immediately  available  funds, the amount specified as the
         deposit  to the  Accumulation  Account  in the  Servicer's  Certificate
         required  by  Section  3.9 for the  Collection  Period  related to such
         Distribution Date.
(iv)  From the  Collection  Account  to the  Servicer,  in  immediately
         available funds,  repayment of Outstanding Monthly Advances pursuant to
         Sections 4.4(a) and (b).

         (b) Prior to each  Distribution  Date,  the Servicer shall on or before
each Determination Date calculate the Available Collections, the Reserve Account
Release Amount, the Accumulation  Amount, the Available Funds, the Servicing Fee
and all unpaid  Servicing Fees from prior Collection  Periods,  if any, the Swap
Payment, any Swap Termination  Payment,  the Accrued Class A Note Interest,  the
Accrued VPTN Interest,  the First Priority  Principal  Distribution  Amount, the
Accrued  Class B Note  Interest,  the  Second  Priority  Principal  Distribution
Amount,  the  Accrued  Class  C  Certificate  Interest,   the  Accrued  Class  D
Certificate  Interest , the Regular  Principal  Distribution  Amount and if such
Distribution Date is a Targeted  Scheduled  Distribution Date, the amount of any
VPTN to be issued.  In addition,  the Servicer shall calculate on or before each
Determination  Date the difference,  if any,  between the Total Required Payment
and the Available Funds and,  pursuant to Section 4.6(b),  the Indenture Trustee
shall withdraw  funds from the Reserve  Account in an amount equal to the lesser
of such difference (if positive) or the balance of such Reserve  Account.  On or
before  the  Determination  Date  immediately   preceding  the  Final  Scheduled
Distribution  Date  with  respect  to any  Class  of Notes  or  either  Class of
Certificates,  the Servicer shall calculate the difference,  if any, between (i)
the amount  required to pay such Class of Notes or such Class of Certificates in
full in accordance with the priorities set forth in Sections 4.7(c) and (d), and
(ii) the sum of the Available  Funds plus the amount  withdrawn from the Reserve
Account in  accordance  with the  preceding  sentence,  and  pursuant to Section
4.6(b),  the Indenture  Trustee shall withdraw funds from the Reserve Account in
the amount of such difference (if positive).  The Servicer also shall calculate,
on or before each  Determination  Date, (i) the sum of the Available  Funds plus
the  amounts  withdrawn  from the  Reserve  Account in  accordance  with the two
immediately  preceding  sentences  plus the amount  remaining  on deposit in the
Reserve  Account  after the  withdrawal  of such  amounts,  and (ii) the  amount
required to pay the  Servicing  Fee and  principal and interest of each Class of
Notes and  Certificates  in full in accordance  with the priorities set forth in
Sections 4.7(c) and (d), and, if the amount determined pursuant to clause (i) of
this sentence is greater than the amount  determined  pursuant to clause (ii) of
this sentence, the Indenture Trustee, pursuant to Section 4.6(b), shall withdraw
funds from the Reserve  Account in an amount which is,  together with  Available
Funds and the amounts  withdrawn from the Reserve Account in accordance with the
two immediately  preceding sentences,  sufficient to pay the amount specified in
clause (ii) of this sentence.

         (c)  On  each  Distribution  Date,  the  Servicer  shall  instruct  the
Indenture  Trustee  (based  on  the  information  contained  in  the  Servicer's
Certificate  delivered on or before the related  Determination  Date pursuant to
Section 3.9), to make the following  withdrawals from the Collection Account and
make deposits,  distributions and payments,  to the extent of Available Funds on
deposit  in  the  Collection  Account  with  respect  to the  Collection  Period
preceding  such  Distribution  Date  (including  investment  earnings,  if  any,
transferred from the Accumulation  Account pursuant to Section 4.1(f) and funds,
if any,  transferred from the Payahead Account pursuant to this Section 4.7) and
funds deposited  therein from the Reserve Account pursuant to Section 4.6(b), in
the following order of priority:

         (i)        first, to the Servicer, the Servicing Fee and all unpaid
                    Servicing Fees from prior Collection Periods;

         (ii)       second, to the Swap Counterparty, the Swap Payment;
(iii) third, with the same priority and ratably, in accordance with the
         outstanding  principal  balance of the Class A Notes,  the  outstanding
         principal  balance of the VPTNs and the amount of any Swap  Termination
         Payment due and payable by the Issuer to the Swap  Counterparty  (1) to
         the Class A Noteholders,  the Accrued Class A Note Interest, (2) to the
         VPTN  Noteholders,  the  Accrued  VPTN  Interest  and  (3) to the  Swap
         Counterparty,  any Swap  Termination  Payment;  provided,  that, if any
         amounts  allocable  to the Class A Notes or VPTNs are not needed to pay
         interest due on such Notes,  such  amounts  shall be applied to pay the
         portion,  if any, of any Swap  Termination  Payment  remaining  unpaid;
         provided,  further, that if there are not sufficient funds available to
         pay the entire  amount of the Accrued Class A Note  Interest,  payments
         among  the  Class A Notes  will be made pro  rata and if there  are not
         sufficient funds available to pay the entire amount of the Accrued VPTN
         Interest, payments among the VPTNs will be made pro rata;

         (iv) fourth, to the Principal Distribution Account, the First Priority
         Principal Distribution Amount;

         (v) fifth,  to the  Noteholders  of Class B Notes,  the Accrued Class B
         Note  Interest;  provided  that  if  there  are  not  sufficient  funds
         available  to pay  the  entire  amount  of  the  Accrued  Class  B Note
         Interest, the amounts available shall be applied to the payment of such
         interest on the Class B Notes on a pro rata basis;

         (vi) sixth, to the Principal Distribution Account, the Second Priority
         Principal Distribution Amount;

         (vii) seventh, to the Certificate Interest Distribution Account, the
         Accrued Class C Certificate Interest;

         (viii) eighth, to the Certificate Interest Distribution Account, the
         Accrued Class D Certificate Interest.

         (ix)   ninth, to the Reserve Account, the amount, if any, required to
         reinstate the amount in the Reserve Account up to the Specified
         Reserve Balance;

         (x)  tenth, to the Principal Distribution Account, the Regular
         Principal Distribution Amount; and

         (xi)  eleventh,  to the Seller,  any funds  remaining on deposit in the
         Collection Account with respect to the Collection Period preceding such
         Distribution Date.

                  Notwithstanding  the  foregoing,  (A) following the occurrence
and during the continuation of an Event of Default  specified in Section 5.1(i),
5.1(ii),   5.1(iv)  or  5.1(v)  of  the  Indenture  which  has  resulted  in  an
acceleration  of the Notes (or following the  occurrence of any such event after
an Event of Default  specified in Section 5.1(iii) of the Indenture has occurred
and the Notes have been accelerated),  the Servicer shall instruct the Indenture
Trustee to transfer  the funds on deposit in the  Collection  Account  remaining
after the  application  of clauses  (i),  (ii) and (iii) above to the  Principal
Distribution  Account to the extent  necessary to reduce the principal amount of
all the Class A Notes and the VPTNs to zero,  (B) following the  occurrence  and
during the continuation of an Event of Default  specified in Section 5.1(iii) of
the Indenture which has resulted in an  acceleration of the Notes,  the Servicer
shall  instruct  the  Indenture  Trustee to transfer the funds on deposit in the
Collection  Account remaining after the application of clauses (i), (ii), (iii),
(iv) and (v) above to the Principal Distribution Account to the extent necessary
to reduce the principal  amount of all the Notes to zero, and (C) in the case of
an event described in clause (A) or (B), the Certificateholders will not receive
any  distributions  of  principal  or interest  until the  principal  amount and
accrued interest on all the Notes has been paid in full.

         (d)  On  each  Distribution  Date,  the  Servicer  shall  instruct  the
Indenture  Trustee  (based  on  the  information  contained  in  the  Servicer's
Certificate  delivered on or before the related  Determination  Date pursuant to
Section  3.9),  to withdraw the funds on deposit in the  Principal  Distribution
Account,  any  funds  on  deposit  in the  Accumulation  Account  (exclusive  of
investment  earnings)  and, if such  Distribution  Date is a Targeted  Scheduled
Distribution  Date,  any funds on deposit in the VPTN Proceeds  Account and make
distributions and payments in the following order of priority:
(1)      FIRST,  to the  holders  of the  Class A Notes  and  VPTNs  in
                  reduction  of  principal  until the  principal  amounts of the
                  outstanding Class A Notes and VPTNs have been paid in full, in
                  accordance with the following:

                           (A)      On each Targeted Scheduled Distribution Date
                                    for a Subclass of Class A Notes,

                           (i)      first,

                                    (a) from amounts on deposit in the Principal
                                    Distribution  Account to the  holders of the
                                    outstanding   VPTNs,   if  any,   the   VPTN
                                    Percentage   of  such   amounts   until  all
                                    outstanding VPTNs are paid in full; and

                                    (b) from amounts on deposit in the Principal
                                    Distribution  Account to the  holders of the
                                    Subclass  of  Class  A  Notes,  the  Class A
                                    Percentage   of  such   amounts   until  the
                                    principal   amount   of  the   Subclass   or
                                    Subclasses  of  Class  A  Notes  which  have
                                    reached or passed their  Targeted  Scheduled
                                    Distribution Date have been paid in full;

                           (ii)     second,  from  amounts  on  deposit  in  the
                                    Accumulation Account, if any, to the holders
                                    of such  Subclass of Class A Notes which has
                                    reached its Targeted Scheduled  Distribution
                                    Date until paid in full;

                           (iii)    third,  from  amounts on deposit in the VPTN
                                    Proceeds  Account  to the  holders  of  such
                                    Subclass  or  Subclasses  of  Class  A Notes
                                    which have reached or passed their  Targeted
                                    Scheduled  Distribution  Date  until paid in
                                    full; and

                           (iv)     fourth,   from  any  remaining   amounts  on
                                    deposit   in  the   Principal   Distribution
                                    Account to the  holders  of the VPTNs  until
                                    paid in full, and then any remaining amounts
                                    will  be  deposited   to  the   Accumulation
                                    Account if any Class A Notes are outstanding
                                    which  have  not  reached  or  passed  their
                                    Targeted Scheduled Distribution Date.

                  (B)      On each Distribution Date that is not a Targeted
                           Scheduled Distribution Date for a Subclass of Class A
                           Notes and is not during a Curable Sequential
                           Amortization Period or an Extended Sequential
                           Amortization Period,

                           (i)      first,   from  amounts  on  deposit  in  the
                                    Principal   Distribution   Account   to  the
                                    holders of the  outstanding  VPTNs,  if any,
                                    until all  outstanding  VPTNs have been paid
                                    in full; and

                           (ii)     second, if any Class A Notes remain
                                    outstanding, the remainder, if any, to the
                                    Accumulation Account.

              (C)          On each  Distribution  Date  that  is not a  Targeted
                           Scheduled Distribution Date for a Subclass of Class A
                           Notes and is during a Curable Sequential Amortization
                           Period,

                           (i)      first,

                                    (a)     from   amounts  on  deposit  in  the
                                            Principal  Distribution  Account  to
                                            the   holders  of  the   outstanding
                                            VPTNs,  if any, the VPTN  Percentage
                                            of   such    amounts    until    all
                                            outstanding  VPTNs have been paid in
                                            full;
(b)     from   amounts  on  deposit  in  the
                                            Principal  Distribution  Account  to
                                            the holders of the Subclass of Class
                                            A Notes  which  was not paid in full
                                            on    its     Targeted     Scheduled
                                            Distribution   Date,   the  Class  A
                                            Percentage of such amounts until the
                                            principal amount of such Subclass of
                                            Class A Notes has been paid in full;
                                            and

                           (ii)     second,   from  any  remaining   amounts  on
                                    deposit   in  the   Principal   Distribution
                                    Account,  to the  holders of the VPTNs until
                                    paid in full, and then any remaining amounts
                                    will  be  deposited   to  the   Accumulation
                                    Account   if   any   Class   A   Notes   are
                                    outstanding,

              (D)          On each  Distribution  Date  that  is not a  Targeted
                           Scheduled Distribution Date for a Subclass of Class A
                           Notes   and  is   during   an   Extended   Sequential
                           Amortization Period,

                           (i)      from  amounts on  deposit  in the  Principal
                                    Distribution  Account to the  holders of all
                                    of the  outstanding  Subclasses  of  Class A
                                    Notes the Class A Percentage  of all amounts
                                    on  deposit  in the  Principal  Distribution
                                    Account  until the  principal  amount of all
                                    such outstanding Subclasses of Class A Notes
                                    have  been  paid in full,  in the  following
                                    order of priority:

                                            (a) first, to the Noteholders of the
                                            Class  A-1  Notes  in  reduction  of
                                            principal until the principal amount
                                            of the  Outstanding  Class A-1 Notes
                                            has been paid in full;

                                                     (b)    second,    to    the
                                            Noteholders  of the  Class A-2 Notes
                                            in reduction of principal  until the
                                            principal  amount of the Outstanding
                                            Class  A-2  Notes  has been  paid in
                                            full;

                                                     (c)    third,     to    the
                                            Noteholders  of the  Class A-3 Notes
                                            in reduction of principal  until the
                                            principal  amount of the Outstanding
                                            Class  A-3  Notes  has been  paid in
                                            full;

                                                     (d)    fourth,    to    the
                                            Noteholders  of the  Class A-4 Notes
                                            in reduction of principal  until the
                                            principal  amount of the Outstanding
                                            Class  A-4  Notes  has been  paid in
                                            full;

                                                     (e)    fifth,     to    the
                                            Noteholders  of the  Class A-5 Notes
                                            in reduction of principal  until the
                                            principal  amount of the Outstanding
                                            Class  A-5  Notes  has been  paid in
                                            full; and

                                    (ii)  from   amounts   on   deposit  in  the
                                    Principal   Distribution   Account   to  the
                                    holders  of the  VPTNs,  if  any,  the  VPTN
                                    Percentage   of  such   amounts   until  all
                                    outstanding VPTNs have been paid in full;
(2)      SECOND,  to the holders of the Class B Notes in  reduction  of
                  principal until the principal amount of the outstanding  Class
                  B Notes has been paid in full;

         (3)      THIRD to the Certificate Principal Distribution Account, until
                  the Certificate  Balance of the Class C Certificates  has been
                  paid in full;

         (4)      FOURTH,  to the Certificate  Principal  Distribution  Account,
                  until the Certificate  Balance of the Class D Certificates has
                  been paid in full; and

         (5)      FIFTH, to the seller, any funds remaining on deposit in the
                  Principal Distribution Account;

provided,  in each case, that in the event there are not sufficient funds to pay
the  principal  amount of all Notes or  Certificates  within a Subclass or Class
having the same priority, principal payments shall be made to each holder within
such Subclass or Class on a pro rata basis,  and provided,  further,  all of the
Subclasses  of Class A Notes  will be paid  sequentially,  so that no  principal
payments will be made on any Subclass of Class A Notes,  until all Subclasses of
Class A Notes with a lower  numerical  designation  have been paid in full;  and
provided  further  if at any time more than one VPTN is  outstanding,  principal
will be paid to the VPTNs sequentially, with the earliest issued VPTN being paid
in full before any principal is paid to any VPTN with a later issuance date.

         SECTION  4.8 Reserve  Account.  (a)(i) The Seller  shall,  prior to the
Closing Date, establish and maintain an account in the name "The Chase Manhattan
Bank as  Indenture  Trustee,  as secured  party for Ford Credit Auto Owner Trust
2000-D" at a Qualified  Institution or Qualified Trust Institution,  which shall
be designated as the "Reserve  Account" (the Reserve Account,  together with the
Collection  Account  (including  the  Principal   Distribution   Account),   the
Accumulation Account and the VPTN Proceeds Account,  the "Trust Accounts").  The
Reserve  Account  shall be under the sole  dominion and control of the Indenture
Trustee; provided, that the Servicer may make deposits to the Reserve Account in
accordance  with  the  Basic  Documents  and so long as no  Default  or Event of
Default shall have  occurred and be continuing  all or a portion of the funds in
the Reserve Account shall be invested by the applicable Qualified Institution or
Qualified  Trust  Institution  maintaining  such account at the direction of the
Seller in Permitted  Investments without requiring any action from the Indenture
Trustee.  The Seller  shall not direct the  Qualified  Institution  or Qualified
Trust Institution  maintaining the Reserve Account to make any investment of any
funds or to sell any investment  held in the Reserve Account unless the security
interest Granted and perfected in such account in favor of the Indenture Trustee
will  continue to be perfected in such  investment or the proceeds of such sale,
in either case without any further action by any Person, and, in connection with
any direction by the Seller to make any such investment or sale, if requested by
the applicable Qualified Institution or Qualified Trust Institution,  the Seller
shall deliver to such Qualified  Institution or Qualified  Trust  Institution an
Opinion of Counsel,  acceptable to such Qualified Institution or Qualified Trust
Institution,  to such  effect.  If (i) the  Seller  shall  have  failed  to give
investment  directions  for any funds on deposit in the  Reserve  Account to the
Qualified Institution or Qualified Trust Institution maintaining such account by
11:00 a.m.  New York Time (or such other time as may be agreed by the Issuer and
such Qualified  Institution or Qualified Trust  Institution) on the Business Day
preceding each Distribution  Date, (ii) 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 of the Indenture or
(iii) the Notes shall have been  declared due and payable  following an Event of
Default,  amounts  collected or receivable  from the Indenture  Trust Estate are
being  applied in  accordance  with Section 5.4 of the Indenture as if there had
not been such a declaration,  then the Qualified  Institution or Qualified Trust
Institution shall, to the fullest extent practicable,  invest and reinvest funds
in the Reserve Account in one or more Permitted  Investments described in clause
(b) of the  definition  thereof.  The Reserve  Account will be  established  and
maintained  pursuant to an account agreement which specifies New York law as the
governing  law.  In  addition,  the Reserve  Account  shall be  established  and
maintained  at a Qualified  Institution  or Qualified  Trust  Institution  which
agrees in writing that for so long as the Notes are  outstanding  it will comply
with  entitlement  orders (as defined in Article 8 of the UCC) originated by the
Indenture  Trustee without  further consent of the Issuer.  On the Closing Date,
the Seller shall deposit the Reserve  Initial  Deposit into the Reserve  Account
from the net proceeds of the sale of the Notes and the Certificates. The Reserve
Account and all amounts,  securities,  investments,  financial  assets and other
property  deposited in or credited to the Reserve  Account  (such  amounts,  the
"Reserve Account  Property")  shall be held by the Indenture  Trustee as secured
party for the  benefit  of the  Noteholders  and,  after  payment in full of the
Notes, as agent of the Owner Trustee and as part of the Trust Property,  and all
deposits to and withdrawals from therefrom shall be made only upon the terms and
conditions of the Basic Documents.
The Reserve Account  Property  shall,  to the extent  permitted by
applicable law, rules and  regulations,  be invested,  as directed in writing by
the Seller, by the bank or trust company then maintaining the Reserve Account in
Permitted  Investments that mature not later than the Business Day preceding the
next Distribution Date and such Permitted Investments shall be held to maturity;
provided,  however, that upon satisfaction of the Rating Agency Condition, funds
in the Reserve  Account may be invested in Permitted  Investments  that will not
mature prior to the next  Distribution  Date and will not be required to be sold
or  liquidated  to meet any  shortfalls  that may occur.  All interest and other
income  (net of losses  and  investment  expenses)  on funds on  deposit  in the
Reserve Account shall be deposited therein.  In the event the Reserve Account is
no  longer to be  maintained  at the  corporate  trust  department  of The Chase
Manhattan  Bank,  the  Seller  shall,  with  the  Indenture  Trustee's  or Owner
Trustee's  assistance as necessary,  cause the Reserve  Account to be moved to a
Qualified  Institution or a Qualified Trust Institution within ten (10) Business
Days (or such longer  period not to exceed thirty (30) calendar days as to which
each Rating Agency may consent).

         (ii)   With respect to Reserve Account Property:

                  (A) any Reserve Account  Property that is a "financial  asset"
                  as  defined  in  Section  8-102(a)(9)  of  the  UCC  shall  be
                  physically delivered to, or credited to an account in the name
                  of, the Qualified  Institution or Qualified Trust  Institution
                  maintaining  the  Reserve  Account  in  accordance  with  such
                  institution's  customary procedures such that such institution
                  establishes  a  "securities   entitlement"  in  favor  of  the
                  Indenture Trustee with respect thereto; and

                  (B) any  Reserve  Account  Property  that  is held in  deposit
                  accounts  shall be held  solely  in the name of the  Indenture
                  Trustee  at one or more  depository  institutions  having  the
                  Required Rating and each such deposit account shall be subject
                  to the exclusive  custody and control of the Indenture Trustee
                  and the Indenture Trustee shall have sole signature  authority
                  with respect thereto.

         (iii)  Except for any  deposit  accounts  specified  in clause  (ii)(B)
         above,  the Reserve  Account shall only be invested in securities or in
         other  assets  which  the  Qualified  Institution  or  Qualified  Trust
         Institution   maintaining  the  Reserve  Account  agrees  to  treat  as
         "financial assets" as defined in Section 8-102(a)(9) of the UCC.

         (b) If the Servicer pursuant to Section 4.4 determines on or before any
Determination Date that it is required to make a Monthly Advance and does not do
so from its own funds,  the  Servicer  shall  promptly  instruct  the  Indenture
Trustee in writing to withdraw  funds,  in an amount  specified by the Servicer,
from the Reserve Account and deposit them in the Collection Account to cover any
shortfall.  Such  payment  shall be deemed  to have  been  made by the  Servicer
pursuant to Section 4.4 for  purposes of making  distributions  pursuant to this
Agreement,  but shall not otherwise satisfy the Servicer's obligation to deliver
the amount of the Monthly  Advances to the Indenture  Trustee,  and the Servicer
shall within two Business Days replace any funds in the Reserve Account so used.

         (c) Following the payment in full of the aggregate  principal amount of
the Notes and the Aggregate  Certificate  Balance and of all other amounts owing
or to be distributed  hereunder or under the Indenture or the Trust Agreement to
Noteholders  and  Certificateholders  and  the  termination  of the  Trust,  any
remaining Reserve Account Property shall be distributed to the Seller.

         (d) The Seller shall be permitted to sell,  transfer,  convey or assign
in any manner its  rights in the  Reserve  Account  under this  Section  4.8(c),
together with its rights to receive  amounts  under  Section  4.7(c)(xi) of this
Agreement and Sections 5.4(b)(ix) and 8.2(c)(xi) of the Indenture, provided that
each of the following:
(i)   the Rating Agency Condition is satisfied with respect such
         action;

              (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; and

              (iii)  the  transferee  or  assignee  agrees  in  writing  to take
         positions for federal and any  Applicable Tax State income tax purposes
         consistent with the tax positions taken previously by the Seller.

         SECTION 4.9 Net  Deposits.  For so long as (i) Ford Credit shall be the
Servicer,  (ii) the Servicer shall be entitled  pursuant to Section 4.2 to remit
collections  on a monthly basis rather than within two Business Days of receipt,
and (iii) the Servicer  shall be entitled  pursuant to Section  4.1(e) to retain
Payaheads rather than deposit them in the Payahead Account. Ford Credit may make
the remittances  pursuant to Sections 4.2, 4.5 and 4.6 above,  net of amounts to
be  distributed  to Ford Credit  pursuant to Section  4.7(c).  Nonetheless,  the
Servicer  shall  account  for  all  of  the  above  described   remittances  and
distributions  except  for  the  Supplemental  Servicing  Fee in the  Servicer's
Certificate as if the amounts were deposited and/or transferred separately.

         SECTION 4.10 Statements to Noteholders and Certificateholders.  On each
Distribution  Date,  the Servicer  shall provide to the Indenture  Trustee (with
copies to the Rating  Agencies  and each Note  Paying  Agent) for the  Indenture
Trustee to forward to each  Noteholder  of record as of the most  recent  Record
Date and to the Owner  Trustee  (with copies to the Rating  Agencies and to each
Certificate   Paying   Agent)   for  the  Owner   Trustee  to  forward  to  each
Certificateholder  of record as of the most recent Record Date a statement based
on information in the Servicer's  Certificate furnished pursuant to Section 3.9,
setting forth for the Collection  Period relating to such  Distribution Date the
following  information  as to the  Notes  and  the  Certificates  to the  extent
applicable:

              (i)   the amount of such distribution allocable to principal
         allocable to each Class or Subclass, as applicable, of the Notes and
         the Certificates;

              (ii)  the amount of such distribution allocable to interest
         allocable to each Class or Subclass, as applicable, of the Notes and
         the Certificates;

              (iii) the amount of any draws from the Reserve Account, if any;

              (iv)  the Pool Balance as of the close of business on the last day
         of the preceding Collection Period;

              (v)   the Specified Overcollateralization Amount and the Specified
         Credit Enhancement Amount as of such Distribution Date;

              (vi) the amount of the  Servicing  Fee paid to the  Servicer  with
         respect to the related  Collection  Period and the amount of any unpaid
         Servicing  Fees and the  change in such  amount  from that of the prior
         Distribution Date;

              (vii) the amounts of the Noteholders' Interest Carryover Shortfall
         and the  Certificateholders'  Interest Carryover Shortfall,  if any, on
         such  Distribution  Date  and the  change  in  such  amounts  from  the
         preceding Distribution Date;

              (viii) the aggregate outstanding principal amount of each Class of
         Notes,  the Note Pool Factor for each Class of Notes,  the  Certificate
         Balance of each Class of Certificates  and the Certificate  Pool Factor
         for each Class of Certificates as of such Distribution Date;

              (ix) the  amount  of any  previously  due and  unpaid  payment  of
         principal of the Notes or of the  Certificate  Balance,  as applicable,
         and the change in such amount from that of the prior Distribution Date;

              (x) the balance of the Reserve Account on such  Distribution  Date
         (specifying  any increase in the balance of the Reserve  Account due to
         an  increase in the  amounts on deposit in the  Accumulation  Account),
         after giving effect to distributions made on such Distribution Date and
         the change in such balance from the preceding Distribution Date;

              (xi) the balance of the Accumulation  Account on such Distribution
         Date,  after giving effect to distributions  made on such  Distribution
         Date and the change in such  balance  from the  preceding  Distribution
         Date;
(xii) the amount of the aggregate Realized Losses, if any, with
         respect to the related Collection Period;

              (xiii) the aggregate Purchase Amount of Receivables repurchased by
         the Seller or purchased by the Servicer, if any, with respect to the
         related Collection Period;

              (xiv)  the amount of Monthly Advances, if any, on such
         Distribution Date (stating separately the amount of Actuarial Advances
         and Simple Interest Advances); and

              (xv)  the issuance date and the outstanding principal balances of
         each Outstanding VPTN;

              (xvi) whether a Curable Sequential Amortization Period has
         occurred and is continuing; and

              (xvii) whether the Extended Sequential Amortization Period has
         occurred.

              Each amount set forth on the Distribution Date statement  pursuant
to clauses (i), (ii),  (vi), (vii) and (ix) above shall be expressed as a dollar
amount per $1,000 of original principal amount or original  Certificate  Balance
of a Note or a Certificate, as applicable.

                                    ARTICLE V

                                   THE SELLER

         SECTION 5.1  Representations and Warranties of Seller. The Seller makes
the following  representations  and  warranties on which the Issuer is deemed to
have relied in acquiring the Trust Property.  The representations and warranties
speak as of the execution  and delivery of this  Agreement and shall survive the
conveyance  of the Trust  Property  to the Issuer and the pledge  thereof by the
Issuer to the Indenture Trustee pursuant to the Indenture:

         (a)  Organization  and Good  Standing.  The Seller shall have been duly
organized  and  shall be  validly  existing  as a  limited  partnership  in good
standing  under the laws of the State of Delaware,  with power and  authority to
own its  properties  and to conduct  its  business as such  properties  shall be
currently  owned  and  such  business  is  presently  conducted,  and had at all
relevant times, and shall have, power,  authority and legal right to acquire and
own the Receivables.

         (b)  Due  Qualification.  The  Seller  shall  be duly  qualified  to do
business  as a foreign  limited  partnership  in good  standing,  and shall have
obtained all necessary  licenses and approvals in all jurisdictions in which the
ownership or lease of property or the conduct of its business shall require such
qualifications.

         (c) Power and Authority.  The Seller shall have the power and authority
to execute and deliver this Agreement and the other Basic  Documents to which it
is a party and to carry out their  terms.  The Seller  shall have full power and
authority  to convey and assign the  property to be conveyed and assigned to and
deposited with the Issuer and has duly authorized such conveyance and assignment
to the  Issuer  by all  necessary  action;  and  the  execution,  delivery,  and
performance  of this  Agreement  and the other Basic  Documents to which it is a
party shall have been duly  authorized,  executed and delivered by the Seller by
all necessary action.

         (d) Valid Conveyance; Binding Obligation. This Agreement shall evidence
a valid  transfer,  assignment and conveyance of the  Receivables  and the other
Trust  Property  conveyed  by the  Seller to the Issuer  hereunder,  enforceable
against creditors of and purchasers from the Seller;  and this Agreement and the
other Basic Documents to which the Seller is a party  constitute  legal,  valid,
and  binding  obligations  of the  Seller,  enforceable  against  the  Seller in
accordance  with their  terms,  subject,  as to  enforceability,  to  applicable
bankruptcy,   insolvency,   reorganization,    conservatorship,    receivership,
liquidation and other similar laws and to general equitable principles.
(e) No Violation. The consummation of the transactions  contemplated by
this Agreement and the other Basic  Documents to which the Seller is a party and
the  fulfillment of the terms hereof and thereof will not conflict with,  result
in any breach of any of the terms and  provisions  of, nor  constitute  (with or
without  notice or lapse of time or both) a default  under  the  Certificate  of
Limited Partnership or Limited Partnership Agreement,  any indenture,  mortgage,
deed of trust, loan agreement,  guarantee,  lease financing agreement or similar
agreement or instrument to which the Seller is a party or by which the Seller is
bound;  nor  result  in the  creation  or  imposition  of any  lien,  charge  or
encumbrance  upon  any of its  properties  pursuant  to the  terms  of any  such
indenture,  mortgage, deed of trust, loan agreement,  guarantee, lease financing
agreement  or similar  agreement or  instrument;  nor violate any law or, to the
best of the Seller's knowledge, any order, rule, or regulation applicable to the
Seller of any federal or State regulatory body,  administrative agency, or other
governmental   instrumentality  having  jurisdiction  over  the  Seller  or  its
properties.

         (f) No Proceedings. There are no proceedings or investigations pending,
or, to the Seller's best  knowledge,  threatened,  before any court,  regulatory
body,  administrative  agency,  or  other  governmental  instrumentality  having
jurisdiction over the Seller or its properties:  (i) asserting the invalidity of
this Agreement,  the Indenture,  any of the other Basic Documents,  the Notes or
the  Certificates,  (ii)  seeking to prevent  the  issuance  of the Notes or the
Certificates or the consummation of any of the transactions contemplated by this
Agreement, the Indenture or any of the other Basic Documents,  (iii) seeking any
determination   or  ruling  that  might  materially  and  adversely  affect  the
performance  by the  Seller  of  its  obligations  under,  or  the  validity  or
enforceability  of,  this  Agreement,  the  Indenture,  any of the  other  Basic
Documents,  the Notes or the  Certificates,  or (iv)  relating to the Seller and
which might adversely affect the federal or Applicable Tax State income, excise,
franchise or similar tax attributes of the Notes or the Certificates.

         SECTION  5.2  Liability  of Seller;  Indemnities.  The Seller  shall be
liable in accordance herewith only to the extent of the obligations specifically
undertaken  by the  Seller  under  this  Agreement,  and  hereby  agrees  to the
following:

         (a) The Seller shall indemnify,  defend,  and hold harmless the Issuer,
the Owner Trustee and the Indenture  Trustee from and against any taxes that may
at any time be asserted  against any such Person with  respect to, and as of the
date of, the  conveyance  of the  Receivables  to the Issuer or the issuance and
original  sale of the Notes and the  Certificates,  including  any sales,  gross
receipts, general corporation, tangible personal property, privilege, or license
taxes (but, in the case of the Issuer,  not  including  any taxes  asserted with
respect to ownership of the Receivables or federal or other Applicable Tax State
income taxes arising out of the transactions  contemplated by this Agreement and
the other Basic Documents) and costs and expenses in defending against the same.

         (b) The Seller shall indemnify,  defend,  and hold harmless the Issuer,
the  Owner   Trustee,   the  Indenture   Trustee,   the   Noteholders   and  the
Certificateholders  from and against any loss,  liability or expense incurred by
reason of (i) the Seller's willful misfeasance,  bad faith, or negligence (other
than errors in judgment) in the  performance of its duties under this Agreement,
or by reason of reckless  disregard  of its  obligations  and duties  under this
Agreement and (ii) the Seller's violation of federal or State securities laws in
connection with the registration or the sale of the Notes or the Certificates.

         (c) The Seller  shall  indemnify,  defend and hold  harmless  the Owner
Trustee and the  Indenture  Trustee and their  respective  officers,  directors,
employees  and agents  from and  against all costs,  expenses,  losses,  claims,
damages  and  liabilities  arising out of or  incurred  in  connection  with the
acceptance or performance of the trusts and duties  contained  herein and in the
Trust Agreement,  in the case of the Owner Trustee, and in the Indenture, in the
case of the  Indenture  Trustee,  except to the extent that such cost,  expense,
loss, claim, damage or liability: (i) in the case of the Owner Trustee, shall be
due to the willful  misfeasance,  bad faith or negligence  (except for errors in
judgment) of the Owner Trustee or, in the case of the Indenture  Trustee,  shall
be due to the willful misfeasance, bad faith or negligence (except for errors in
judgment) of the  Indenture  Trustee;  or (ii) in the case of the Owner  Trustee
shall arise from the breach by the Owner  Trustee of any of its  representations
or  warranties  set forth in Section 7.3 of the Trust  Agreement or (iii) in the
case of the  Indenture  Trustee  shall  arise from the  breach by the  Indenture
Trustee of any of its representations and warranties set forth in the Indenture.

         (d) The Seller shall pay any and all taxes levied or assessed  upon all
or any part of the Owner Trust Estate.
(e)   Indemnification   under  this  Section  5.2  shall   survive  the
resignation  or removal of the Owner  Trustee or the  Indenture  Trustee and the
termination of this Agreement and shall include, without limitation,  reasonable
fees and  expenses of counsel and  expenses of  litigation.  If the Seller shall
have made any indemnity  payments pursuant to this Section 5.2 and the Person to
or on behalf of whom such payments are made thereafter shall collect any of such
amounts  from  others,  such Person  shall  promptly  repay such  amounts to the
Seller, without interest.

         SECTION  5.3  Merger  or   Consolidation   of,  or  Assumption  of  the
Obligations  of,  Seller.  Any Person (i) into which the Seller may be merged or
consolidated,  (ii) resulting from any merger,  conversion,  or consolidation to
which the Seller  shall be a party,  (iii)  succeeding  to the  business  of the
Seller,  or (iv) more than 50% of the voting stock of which is owned directly or
indirectly by Ford Motor  Company,  which Person in any of the  foregoing  cases
executes an agreement of assumption  to perform  every  obligation of the Seller
under this  Agreement,  will be the successor to the Seller under this Agreement
without the  execution  or filing of any document or any further act on the part
of any of the parties to this Agreement;  provided, however, that (x) the Seller
shall have delivered to the Owner Trustee and the Indenture Trustee an Officer's
Certificate and an Opinion of Counsel each stating that such merger, conversion,
consolidation  or succession and such  agreement of assumption  comply with this
Section 5.3 and that all  conditions  precedent,  if any,  provided  for in this
Agreement  relating  to such  transaction  have been  complied  with and (y) the
Seller shall have  delivered to the Owner Trustee and the  Indenture  Trustee an
Opinion of Counsel either (A) stating that, in the opinion of such counsel,  all
financing  statements and  continuation  statements and amendments  thereto have
been  executed  and filed that are  necessary  fully to preserve and protect the
interest  of  the  Issuer  and  the  Indenture  Trustee,  respectively,  in  the
Receivables  and the other  Trust  Property,  and  reciting  the details of such
filings,  or (B) stating that,  in the opinion of such  counsel,  no such action
shall be  necessary  to preserve  and protect  such  interest.  The Seller shall
provide notice of any merger, conversion,  consolidation, or succession pursuant
to this Section 5.3 to the Rating Agencies.  Notwithstanding  anything herein to
the  contrary,  the  execution  of the  foregoing  agreement of  assumption  and
compliance   with  clauses  (x)  and  (y)  above  shall  be  conditions  to  the
consummation  of the  transactions  referred  to in clauses  (i),  (ii) or (iii)
above.

         SECTION 5.4  Limitation  on Liability of Seller and Others.  The Seller
and any officer or employee or agent of the Seller may rely in good faith on the
advice of counsel or on any document of any kind, prima facie properly  executed
and submitted by any Person respecting any matters arising hereunder. The Seller
shall not be under any obligation to appear in,  prosecute,  or defend any legal
action that shall not be incidental to its obligations under this Agreement, and
that in its opinion may involve it in any expense or liability.

         SECTION 5.5 Seller May Own Notes or Certificates.  The Seller,  and any
Affiliate of the Seller,  may in its individual or any other capacity become the
owner or pledgee of Notes or Certificates  with the same rights as it would have
if it were not the Seller or an Affiliate thereof, except as otherwise expressly
provided herein or in the other Basic  Documents.  Except as set forth herein or
in the other Basic  Documents,  Notes and Certificates so owned by or pledged to
the Seller or any such Affiliate shall have an equal and  proportionate  benefit
under the  provisions of this Agreement and the other Basic  Documents,  without
preference, priority, or distinction as among all of the Notes and Certificates.

                                   ARTICLE VI

                                  THE SERVICER

         SECTION  6.1  Representations  of  Servicer.  The  Servicer  makes  the
following  representations  on which the  Issuer  is  deemed  to have  relied in
acquiring the Trust Property.  The representations speak as of the execution and
delivery  of this  Agreement  and  shall  survive  the  conveyance  of the Trust
Property  to the  Issuer and the pledge  thereof by the Issuer  pursuant  to the
Indenture:
(a) Organization  and Good Standing.  The Servicer shall have been duly
organized and shall be validly  existing as a corporation in good standing under
the laws of the State of its incorporation,  with power and authority to own its
properties  and to conduct its  business as such  properties  shall be currently
owned and such business is presently  conducted,  and had at all relevant times,
and shall have,  power,  authority,  and legal right to acquire,  own,  sell and
service the Receivables and to hold the Receivable  Files as custodian on behalf
of the Issuer and the Indenture Trustee.

         (b) Due  Qualification.  The  Servicer  shall be duly  qualified  to do
business as a foreign corporation in good standing,  and shall have obtained all
necessary  licenses and approvals in all jurisdictions in which the ownership or
lease of property or the conduct of its business (including the servicing of the
Receivables as required by this Agreement) shall require such qualifications.

         (c)  Power  and  Authority.  The  Servicer  shall  have the  power  and
authority to execute and deliver this Agreement and the other Basic Documents to
which it is a party and to carry out their terms,  and the  execution,  delivery
and performance of this Agreement and the other Basic Documents to which it is a
party shall have been duly authorized, executed and delivered by the Servicer by
all necessary corporate action.

         (d) Binding Obligation. This Agreement and the other Basic Documents to
which the Servicer is a party constitute legal,  valid, and binding  obligations
of the  Servicer,  enforceable  against the  Servicer in  accordance  with their
terms,  subject,  as to enforceability,  to applicable  bankruptcy,  insolvency,
reorganization,  conservatorship,  receivership,  liquidation  and other similar
laws and to general equitable principles.

         (e) No Violation. The consummation of the transactions  contemplated by
this  Agreement  and the other Basic  Documents to which the Servicer is a party
and the  fulfillment  of the terms hereof and thereof  shall not conflict  with,
result in any breach of any of the terms and provisions of, nor constitute (with
or  without  notice  or lapse of time or both) a  default  under  (in each  case
material  to the  Servicer  and its  subsidiaries  considered  as a whole),  the
articles  of  incorporation  or  by-laws  of the  Servicer,  or  any  indenture,
mortgage, deed of trust, loan agreement, guarantee, lease financing agreement or
similar  agreement or instrument to which the Servicer is a party or by which it
shall be bound, nor result in the creation or imposition of any lien,  charge or
encumbrance  (in  each  case  material  to the  Servicer  and  its  subsidiaries
considered as a whole) upon any of its  properties  pursuant to the terms of any
such  indenture,  mortgage,  deed of trust,  loan  agreement,  guarantee,  lease
financing  agreement  or  similar  agreement  or  instrument  (other  than  this
Agreement); nor violate any law or, to the best of the Servicer's knowledge, any
order,  rule,  or  regulation  applicable  to the  Servicer  of any court or any
federal or State regulatory body,  administrative  agency, or other governmental
instrumentality having jurisdiction over the Servicer or its properties.

         (f) No Proceedings. There are no proceedings or investigations pending,
or, to the Servicer's best knowledge,  threatened,  before any court, regulatory
body,  administrative  agency,  or  other  governmental  instrumentality  having
jurisdiction  over the Servicer or its properties:  (i) asserting the invalidity
of this Agreement, the Indenture, any of the other Basic Documents, the Notes or
the  Certificates,  (ii)  seeking to prevent  the  issuance  of the Notes or the
Certificates or the consummation of any of the transactions contemplated by this
Agreement, the Indenture or any of the other Basic Documents,  (iii) seeking any
determination   or  ruling  that  might  materially  and  adversely  affect  the
performance  by the  Servicer  of its  obligations  under,  or the  validity  or
enforceability  of,  this  Agreement,  the  Indenture,  any of the  other  Basic
Documents,  the Notes or the Certificates,  or (iv) relating to the Servicer and
which might adversely affect the federal or Applicable Tax State income, excise,
franchise or similar tax attributes of the Notes or the Certificates.
SECTION 6.2  Indemnities  of Servicer.  The Servicer shall be liable in
accordance  herewith  only  to  the  extent  of  the  obligations   specifically
undertaken  by the  Servicer  under this  Agreement,  and  hereby  agrees to the
following:

         (a) The Servicer shall defend,  indemnify and hold harmless the Issuer,
the Owner Trustee, the Delaware Trustee, the Indenture Trustee, the Noteholders,
the  Certificateholders  and the  Seller  from and  against  any and all  costs,
expenses,  losses, damages, claims and liabilities,  arising out of or resulting
from the use, ownership or operation by the Servicer or any Affiliate thereof of
a Financed Vehicle.

         (b) The Servicer shall indemnify,  defend and hold harmless the Issuer,
the Owner  Trustee,  the  Delaware  Trustee and the  Indenture  Trustee from and
against any taxes that may at any time be asserted  against any such Person with
respect to the transactions contemplated herein or in the other Basic Documents,
if any,  including,  without  limitation,  any sales,  gross  receipts,  general
corporation,  tangible personal property,  privilege,  or license taxes (but, in
the case of the Issuer, not including any taxes asserted with respect to, and as
of the date of, the conveyance of the  Receivables to the Issuer or the issuance
and original sale of the Notes and the Certificates, or asserted with respect to
ownership of the  Receivables,  or federal or other  Applicable Tax State income
taxes arising out of the  transactions  contemplated  by this  Agreement and the
other Basic Documents) and costs and expenses in defending against the same.

         (c) The Servicer shall indemnify,  defend and hold harmless the Issuer,
the Owner Trustee, the Delaware Trustee, the Indenture Trustee, the Noteholders,
the  Certificateholders  and the  Seller  from and  against  any and all  costs,
expenses, losses, claims, damages, and liabilities to the extent that such cost,
expense, loss, claim, damage, or liability arose out of, or was imposed upon any
such Person through, the negligence,  willful  misfeasance,  or bad faith (other
than errors in judgment) of the Servicer in the  performance of its duties under
this Agreement or any other Basic Document to which it is a party,  or by reason
of reckless  disregard of its obligations and duties under this Agreement or any
other Basic Document to which it is a party.

         (d) The Servicer shall indemnify,  defend,  and hold harmless the Owner
Trustee, the Delaware Trustee and the Indenture Trustee, as applicable, from and
against all costs, expenses,  losses,  claims,  damages, and liabilities arising
out of or incurred in  connection  with the  acceptance  or  performance  of the
trusts and duties  contained  herein and in the other Basic  Documents,  if any,
except to the extent that such cost, expense, loss, claim, damage, or liability:
(i) shall be due to the willful  misfeasance,  bad faith, or negligence  (except
for  errors in  judgment)  of the Owner  Trustee,  the  Delaware  Trustee or the
Indenture Trustee, as applicable;  (ii) in the case of the Owner Trustee,  shall
arise  from  the  Owner  Trustee's  breach  of  any of  its  representations  or
warranties  set forth in Section 7.3 of the Trust  Agreement  or, in the case of
the  Indenture  Trustee,  from  the  Indenture  Trustee's  breach  of any of its
representations  or warranties set forth in the Indenture;  or (iii) in the case
of the Indenture  Trustee,  shall arise out of or be incurred in connection with
the performance by the Indenture  Trustee of the duties of a Successor  Servicer
hereunder.

              For purposes of this Section 6.2, in the event of the  termination
of the rights and obligations of Ford Credit (or any successor  thereto pursuant
to Section 7.2) as Servicer  pursuant to Section 7.1, or a  resignation  by such
Servicer  pursuant to this Agreement,  such Servicer shall be deemed to continue
to be the Servicer pending  appointment of a Successor  Servicer (other than the
Indenture Trustee) pursuant to Section 7.2.

         (e)  Indemnification  under  this  Section  6.2 by Ford  Credit (or any
successor  thereto  pursuant to Section  7.2) as  Servicer,  with respect to the
period such  Person was (or was deemed to be) the  Servicer,  shall  survive the
termination  of such  Person as  Servicer  or a  resignation  by such  Person as
Servicer as well as the  termination  of this  Agreement or the  resignation  or
removal of the Owner Trustee,  the Delaware Trustee or the Indenture Trustee and
shall  include   reasonable  fees  and  expenses  of  counsel  and  expenses  of
litigation.  If the Servicer shall have made any indemnity  payments pursuant to
this  Section 6.2 and the Person to or on behalf of whom such  payments are made
thereafter  shall  collect any of such amounts  from  others,  such Person shall
promptly repay such amounts to the Servicer, without interest.
SECTION  6.3  Merger  or   Consolidation   of,  or  Assumption  of  the
Obligations of,  Servicer.  Any Person (i) into which the Servicer may be merged
or consolidated, (ii) resulting from any merger, conversion, or consolidation to
which the Servicer  shall be a party,  (iii)  succeeding  to the business of the
Servicer, or (iv) so long as Ford Credit acts as Servicer,  any corporation more
than 50% of the voting stock of which is owned  directly or  indirectly  by Ford
Motor Company,  which Person in any of the foregoing cases executes an agreement
of assumption to perform every  obligation of the Servicer under this Agreement,
will be the successor to the Servicer under this Agreement without the execution
or filing of any paper or any  further  act on the part of any of the parties to
this Agreement; provided, however, that (x) the Servicer shall have delivered to
the Owner  Trustee and the  Indenture  Trustee an Officer's  Certificate  and an
Opinion of Counsel each stating that such merger, conversion,  consolidation, or
succession  and such  agreement of  assumption  comply with this Section 6.3 and
that all conditions  precedent  provided for in this Agreement  relating to such
transaction have been complied with and (y) the Servicer shall have delivered to
the Owner  Trustee and the  Indenture  Trustee an Opinion of Counsel  either (A)
stating  that,  in the opinion of such counsel,  all  financing  statements  and
continuation statements and amendments thereto have been executed and filed that
are  necessary  fully to preserve and protect the interest of the Issuer and the
Indenture Trustee, respectively, in the Receivables, and reciting the details of
such  filings,  or (B) stating  that,  in the opinion of such  counsel,  no such
action shall be necessary to preserve and protect such  interests.  The Servicer
shall  provide  notice of any merger,  conversion,  consolidation  or succession
pursuant to this Section 6.3 to the Rating  Agencies.  Notwithstanding  anything
herein to the contrary,  the execution of the foregoing  agreement or assumption
and  compliance  with  clauses  (x) and (y)  above  shall be  conditions  to the
consummation  of the  transactions  referred to in clauses (i),  (ii),  or (iii)
above.

         SECTION 6.4 Limitation on Liability of Servicer and Others. (a) Neither
the Servicer nor any of the  directors or officers or employees or agents of the
Servicer  shall be under any  liability to the Issuer,  the  Noteholders  or the
Certificateholders,  except as  provided  under this  Agreement,  for any action
taken or for refraining from the taking of any action pursuant to this Agreement
or for errors in judgment;  provided,  however,  that this  provision  shall not
protect  the  Servicer  or any such  Person  against  any  liability  that would
otherwise  be  imposed  by reason  of  willful  misfeasance  or bad faith in the
performance  of duties or by reason of reckless  disregard  of  obligations  and
duties under this  Agreement,  or by reason of negligence in the  performance of
its duties under this  Agreement  (except for errors in judgment).  The Servicer
and any director,  officer or employee or agent of the Servicer may rely in good
faith on any Opinion of Counsel or on any Officer's Certificate of the Seller or
certificate  of  auditors  believed to be genuine and to have been signed by the
proper party in respect of any matters arising under this Agreement.

         (b) Except as provided in this  Agreement,  the  Servicer  shall not be
under any  obligation to appear in,  prosecute,  or defend any legal action that
shall not be incidental to its duties to service the  Receivables  in accordance
with this  Agreement,  and that in its  opinion may involve it in any expense or
liability;  provided,  however,  that the Servicer may undertake any  reasonable
action that it may deem  necessary or desirable in respect of this Agreement and
the rights and duties of the parties to this  Agreement and the interests of the
Noteholders  and  Certificateholders  under this Agreement.  In such event,  the
legal  expenses and costs of such action and any liability  resulting  therefrom
shall be expenses, costs and liabilities of the Servicer.

         SECTION  6.5  Delegation  of  Duties.  So long as Ford  Credit  acts as
Servicer,  the Servicer may at any time without notice or consent  delegate some
of or  substantially  all of its duties under this Agreement to any  corporation
more than 50% of the voting stock of which is owned, directly or indirectly,  by
Ford Motor  Company.  The Servicer may at any time  perform  specific  duties as
servicer  under the  Agreement  through  sub-contractors;  provided that no such
delegation or subcontracting  shall relieve the Servicer of its responsibilities
with  respect to such duties as to which the  Servicer  shall  remain  primarily
responsible  with respect  thereto and the Servicer shall be solely  responsible
for the fees of any such sub-contractors.
SECTION  6.6 Ford  Credit  Not to Resign as  Servicer.  Subject  to the
provisions of Section 6.3, Ford Credit shall not resign from the obligations and
duties  hereby  imposed on it as  Servicer  under  this  Agreement  except  upon
determination  that the  performance of its duties under this Agreement shall no
longer be permissible  under  applicable law.  Notice of any such  determination
permitting  the  resignation of Ford Credit shall be  communicated  to the Owner
Trustee and the Indenture Trustee at the earliest practicable time (and, if such
communication  is not in writing,  shall be confirmed in writing at the earliest
practicable time) and any such determination shall be evidenced by an Opinion of
Counsel to such effect delivered to the Owner Trustee and the Indenture  Trustee
concurrently  with or promptly  after such  notice.  No such  resignation  shall
become effective until the Indenture Trustee or a Successor  Servicer shall have
(i)  taken  the  actions   required  by  Section   7.1(b),   (ii)   assumed  the
responsibilities  and  obligations of Ford Credit in accordance with Section 7.2
and (iii) become the Administrator  under the Administration  Agreement pursuant
to Section 8 thereof.

         SECTION 6.7 Servicer May Own Notes or Certificates.  The Servicer,  and
any Affiliate of the  Servicer,  may, in its  individual or any other  capacity,
become the owner or pledgee of Notes or Certificates  with the same rights as it
would  have if it were not the  Servicer  or an  Affiliate  thereof,  except  as
otherwise  expressly provided herein or in the other Basic Documents.  Except as
set forth  herein or in the other Basic  Documents,  Notes and  Certificates  so
owned by or pledged to the  Servicer or such  Affiliate  shall have an equal and
proportionate   benefit  under  the  provisions  of  this   Agreement,   without
preference, priority or distinction as among all of the Notes and Certificates.

                                   ARTICLE VII

                              SERVICING TERMINATION

         SECTION  7.1  Events  of  Servicing  Termination.  If  any  one  of the
following events ("Events of Servicing Termination") occur and be continuing:

         (i) Any  failure by the  Servicer or the Seller to deliver to the Owner
         Trustee or the Indenture Trustee any proceeds or payment required to be
         so delivered under the terms of the Notes and the Certificates and this
         Agreement  that  shall  continue  unremedied  for a period of three (3)
         Business Days after  written  notice of such failure is received by the
         Servicer or the Seller,  as the case may be, from the Owner  Trustee or
         the Indenture  Trustee or after discovery of such failure by an officer
         of the Servicer or the Seller, as the case may be; or

         (ii)  Failure on the part of the Servicer or the Seller duly to observe
         or to perform in any material respect any other covenants or agreements
         of the  Servicer  or the  Seller,  as the case may be, set forth in the
         Notes, the  Certificates or in this Agreement,  which failure shall (a)
         materially   and  adversely   affect  the  rights  of   Noteholders  or
         Certificateholders  and (b) continue  unremedied for a period of ninety
         (90) days  after  the date on which  written  notice  of such  failure,
         requiring  the same to be  remedied,  shall  have been given (1) to the
         Servicer or the Seller, as the case may be, by the Owner Trustee or the
         Indenture Trustee, or (2) to the Owner Trustee,  the Indenture Trustee,
         the Seller and the Servicer by the Noteholders of Notes  evidencing not
         less than 25% of the Note Balance of the Controlling  Note Class or, if
         no  Notes  are  outstanding,   by  Certificateholders  of  Certificates
         evidencing  not  less  than  25%  of  the  Certificate  Balance  of the
         Controlling Certificate Class; or

         (iii)  The  entry  of a  decree  or  order  by a  court  or  agency  or
         supervisory  authority  having  jurisdiction  in the  premises  for the
         appointment of a conservator,  receiver, or liquidator for the Servicer
         or the Seller in any insolvency,  readjustment of debt,  marshalling of
         assets and liabilities,  or similar proceedings,  or for the winding up
         or liquidation of its respective  affairs,  and the  continuance of any
         such decree or order  unstayed and in effect for a period of sixty (60)
         consecutive days; or
(iv) The consent by the Servicer or the Seller to the  appointment of a
         conservator or receiver or liquidator in any  insolvency,  readjustment
         of debt, marshalling of assets and liabilities,  or similar proceedings
         of or relating to the Servicer of or relating to  substantially  all of
         its property;  or the Servicer  shall admit in writing its inability to
         pay its debts  generally  as they become  due,  file a petition to take
         advantage of any applicable insolvency or reorganization  statute, make
         an assignment  for the benefit of its creditors,  or voluntary  suspend
         payment of its obligations or become insolvent;

then the Indenture Trustee shall promptly notify each Rating Agency, and in each
and every case, so long as an Event of Servicing Termination shall not have been
remedied,  either the Indenture  Trustee or the Noteholders of Notes  evidencing
not less than a majority of the Note Balance of the Controlling  Note Class (or,
if no Notes are  outstanding,  the Owner Trustee or Certificates  evidencing not
less than a majority of the Certificate  Balance of the Controlling  Certificate
Class),  by notice then given in writing to the Servicer  (and to the  Indenture
Trustee  and the  Owner  Trustee  if given by the  Noteholders  and to the Owner
Trustee if given by the Certificateholders) (with a copy to the Rating Agencies)
may  terminate  all of the rights and  obligations  of the  Servicer  under this
Agreement.  On or after the receipt by the Servicer of such written notice,  all
authority and power of the Servicer under this  Agreement,  whether with respect
to the Notes, the Certificates or the Trust Property or otherwise, shall pass to
and be vested in the  Indenture  Trustee or such  Successor  Servicer  as may be
appointed under Section 7.2; and, without limitation,  the Indenture Trustee and
the Owner Trustee are hereby authorized and empowered to execute and deliver, on
behalf of the predecessor  Servicer,  as attorney-in-fact or otherwise,  any and
all documents and other  instruments,  and to do or accomplish all other acts or
things  necessary  or  appropriate  to effect  the  purposes  of such  notice of
termination, whether to complete the transfer and endorsement of the Receivables
and related documents, or otherwise.

         (b)  Upon  termination  of  the  Servicer  under  Section  7.1(a),  the
predecessor  Servicer  shall  cooperate  with the Indenture  Trustee,  the Owner
Trustee  and  such  Successor  Servicer  in  effecting  the  termination  of the
responsibilities  and rights of the  predecessor  Servicer under this Agreement,
including the transfer to the Indenture  Trustee or such Successor  Servicer for
administration  of all  cash  amounts  that  shall  at the  time  be held by the
predecessor  Servicer for deposit,  or shall thereafter be received with respect
to a  Receivable  and the  delivery  of the  Receivable  Files  and the  related
accounts  and records  maintained  by the  Servicer.  All  reasonable  costs and
expenses  (including  attorneys' fees) incurred in connection with  transferring
the  Receivable  Files to the Successor  Servicer and amending this Agreement to
reflect such  succession as Servicer  pursuant to this Section 7.1 shall be paid
by the predecessor  Servicer upon  presentation of reasonable  documentation  of
such costs and expenses.

         SECTION 7.2 Appointment of Successor Servicer.  (a) Upon the Servicer's
receipt  of notice of  termination  pursuant  to Section  7.1 or the  Servicer's
resignation  in accordance  with the terms of this  Agreement,  the  predecessor
Servicer  shall  continue  to  perform  its  functions  as  Servicer  under this
Agreement,  in the case of  termination,  only until the date  specified in such
termination  notice or, if no such date is specified in a notice of termination,
until receipt of such notice and, in the case of resignation, until the later of
(x) the date 45 days from the  delivery to the  Indenture  Trustee and the Owner
Trustee of written notice of such  resignation (or written  confirmation of such
notice) in  accordance  with the terms of this  Agreement  and (y) the date upon
which the  predecessor  Servicer  shall  become  unable to act as  Servicer,  as
specified in the notice of resignation and accompanying  Opinion of Counsel.  In
the event of the Servicer's  resignation or  termination  hereunder,  the Issuer
shall appoint a Successor Servicer,  and the Successor Servicer shall accept its
appointment by a written  assumption in form acceptable to the Owner Trustee and
the Indenture  Trustee (with a copy to each Rating Agency).  In the event that a
Successor  Servicer  has not been  appointed  at the time  when the  predecessor
Servicer has ceased to act as Servicer in accordance  with this Section 7.2, the
Indenture  Trustee without further action shall  automatically  be appointed the
Successor  Servicer.  Notwithstanding  the above, the Indenture  Trustee,  if it
shall be  legally  unable  so to act,  shall  appoint,  or  petition  a court of
competent  jurisdiction to appoint,  any established  institution,  having a net
worth of not less than $100,000,000 and whose regular business shall include the
servicing of automotive receivables, as the successor to the Servicer under this
Agreement.

         (b) Upon appointment,  the Successor Servicer shall be the successor in
all  respects  to the  predecessor  Servicer  and  shall be  subject  to all the
responsibilities,  duties, and liabilities  arising thereafter  relating thereto
placed  on the  predecessor  Servicer,  by the  terms  and  provisions  of  this
Agreement.
(c) In connection with such appointment, the Indenture Trustee may make
such  arrangements  for the  compensation  of  such  Successor  Servicer  out of
payments on Receivables as it and such Successor Servicer shall agree; provided,
however,  that no such  compensation  shall be in excess of that  permitted  the
predecessor  Servicer  under this  Agreement.  The  Indenture  Trustee  and such
Successor  Servicer shall take such action,  consistent with this Agreement,  as
shall be necessary to effectuate any such succession.

         SECTION  7.3  Repayment  of Monthly  Advances  and  Servicer  Liquidity
Advances. If the identity of the Servicer shall change, the predecessor Servicer
shall be entitled to receive to the extent of available funds  reimbursement for
Outstanding  Monthly  Advances  pursuant to Section  4.3 and 4.4 or  Outstanding
Servicer Liquidity Advances pursuant to Section 4.5, with respect to all Monthly
Advances or Servicer Liquidity Advances made by the predecessor Servicer.

         SECTION 7.4  Notification to Noteholders and  Certificateholders.  Upon
any termination  of, or appointment of a successor to, the Servicer  pursuant to
this Article VII, the Indenture Trustee shall give prompt written notice thereof
to Noteholders  and to the Swap  Counterparty,  and the Owner Trustee shall give
prompt  written  notice  thereof  to   Certificateholders  at  their  respective
addresses of record and to each Rating Agency.

         SECTION  7.5  Waiver  of Past  Events  of  Servicing  Termination.  The
Noteholders of Notes  evidencing not less than a majority of the Note Balance of
the Controlling Note Class (or, if no Notes are  outstanding,  the Owner Trustee
or Certificates  evidencing not less than a majority of the Certificate  Balance
of the  Controlling  Certificate  Class) may, on behalf of all  Noteholders  and
Certificateholders,  waive any Event of Servicing  Termination hereunder and its
consequences,  except an event  resulting  from the failure to make any required
deposits  to or  payments  from any of the Trust  Accounts,  either  Certificate
Distribution  Account or the Payahead Account in accordance with this Agreement.
Upon any such  waiver of a past Event of  Servicing  Termination,  such Event of
Servicing  Termination  shall  cease to exist,  and shall be deemed to have been
remedied for every purpose of this Agreement. No such waiver shall extend to any
subsequent  or other event or impair any right  consequent  thereon.  The Issuer
shall provide  written  notice of any such waiver to the Rating  Agencies and to
the Swap Counterparty.

                                  ARTICLE VIII

                                   TERMINATION

         SECTION 8.1 Optional  Purchase of All  Receivables.  On the last day of
any  Collection  Period  as of which  the  Pool  Factor  shall be less  than the
Optional Purchase Percentage, the Servicer shall have the option to purchase the
corpus of the Trust.  To  exercise  such  option,  the  Servicer  shall  deposit
pursuant  to Section  4.6(a) in the  Collection  Account an amount  equal to the
aggregate  Purchase Amount for the Receivables,  plus the appraised value of any
other  property  held by the Trust,  such value to be determined by an appraiser
mutually  agreed  upon by the  Servicer,  the Owner  Trustee  and the  Indenture
Trustee, and shall succeed to all interests in and to the Trust. Notwithstanding
the  foregoing,  the Servicer  shall not be  permitted  to exercise  such option
unless the amount to be  deposited  in the  Collection  Account  pursuant to the
preceding  sentence  is  greater  than or  equal  to the sum of the  outstanding
principal  amount of the Notes and the  Aggregate  Certificate  Balance  and all
accrued but unpaid interest (including any overdue interest) thereon. The amount
deposited in the Collection  Account  pursuant to this Section 8.1 shall be used
on the  next  Distribution  Date to make  payments  in full to  Noteholders  and
Certificateholders in the manner set forth in Article IV.

         SECTION 8.2.  Succession Upon  Satisfaction and Discharge of Indenture.
Following  the  satisfaction  and  discharge of the Indenture and the payment in
full of the principal of and interest on the Notes,  to the extent  permitted by
applicable law, the Indenture Trustee will continue to carry out its obligations
hereunder as agent for the Owner Trustee,  including  without  limitation making
distributions from the Payahead Account and the Collection Account in accordance
with Section 4.7 and making  withdrawals  from the Reserve Account in accordance
with Section 4.6(b) and Section 4.8.
ARTICLE IX

                            MISCELLANEOUS PROVISIONS

         SECTION 9.1 Amendment. (a) This Agreement may be amended by the Seller,
the Servicer and the Issuer,  with the consent of the Indenture  Trustee and the
Owner Trustee and to the extent that their respective  rights or obligations may
be affected  thereby  (which  consent  may not be  unreasonably  withheld),  but
without the consent of any of the Noteholders or the Certificateholders, to cure
any ambiguity,  to correct or supplement any provisions in this Agreement, or to
add any  provisions  to or change or eliminate  any  provisions or to modify the
rights of the Noteholders or  Certificateholders;  provided,  however, that such
action shall not, as  evidenced by an Opinion of Counsel  delivered to the Owner
Trustee and the Indenture Trustee, materially and adversely affect the interests
of any  Noteholder  or  Certificateholder  or  adversely  affect  the  rights or
obligations of the Swap  Counterparty  under the Interest Rate Swap Agreement or
modify the  obligations or, or impair the ability of the Issuer to fully perform
any of its  obligations  under the Interest  Rate Swap  Agreement;  and provided
further that 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.

         (b) This Agreement may also be amended from time to time by the Seller,
the Servicer and the Issuer,  with the consent of the Swap  Counterparty  to the
extent such  amendment  adversely  affects the rights or obligations of the Swap
Counterparty  under the Interest Rate Swap Agreement or modifies the obligations
of, or impairs the ability of the Issuer to fully perform any of its obligations
under the Interest  Rate Swap  Agreement,  and with the consent of the Indenture
Trustee  and the Owner  Trustee to the extent  that their  respective  rights or
obligations  may be affected  thereby  (which  consent  may not be  unreasonably
withheld) and with the consent of (i) the Indenture Trustee,  to the extent that
its  rights  or  obligations  would be  affected  by such  amendments,  (ii) the
Noteholders of Notes  evidencing not less than a majority of the Note Balance of
each  Class of the  Notes  and  (iii)  the  Certificateholders  of  Certificates
evidencing not less than a majority of the Aggregate  Certificate Balance (which
consent of any Noteholder of a Note or  Certificateholder of a Certificate given
pursuant  to  this  Section  9.1 or  pursuant  to any  other  provision  of this
Agreement  shall be conclusive and binding on such Note or  Certificate,  as the
case may be, and on all future Noteholders of such Note or Certificateholders of
such  Certificate,  as the  case  may be,  and of any  Note or  Certificate,  as
applicable,  issued upon the transfer  thereof or in exchange thereof or in lieu
thereof  whether or not  notation of such  consent is made upon such Note or the
Certificate)  for the  purpose of adding any  provisions  to or  changing in any
manner or eliminating any of the provisions of this  Agreement,  or of modifying
in any manner the rights of the Noteholders or the Certificateholders; provided,
however,  that no such amendment  shall (A) increase or reduce in any manner the
amount of, or  accelerate  or delay the timing of, or change the  allocation  or
priority of,  collections of payments on Receivables or distributions that shall
be required to be made on any Note or  Certificate  or change any Note  Interest
Rate or any  Certificate  Rate or,  without  satisfaction  of the Rating  Agency
Condition,  the Specified Reserve Balance,  without the consent of all adversely
affected  Noteholders  or   Certificateholders   or  (B)  reduce  the  aforesaid
percentage required to consent to any such amendment, without the consent of the
Noteholders of all Notes and  Certificateholders  of all  Certificates  affected
thereby;  and  provided  further  that 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.

         (c)  Prior  to the  execution  of any such  amendment  or  consent  the
Servicer  will  provide,  and  the  Owner  Trustee  shall  distribute,   written
notification  of the  substance  of such  amendment  or consent  to each  Rating
Agency.
(d) Promptly after the execution of any such amendment or consent,  the
Owner  Trustee  shall  mail a copy to the Swap  Counterparty  and shall  furnish
written  notification  of the  substance  of such  amendment  or consent to each
Certificateholder,  the  Indenture  Trustee  and  each  Rating  Agency  and  the
Indenture  Trustee will provide  notification of the substance of such amendment
or consent to each  Noteholder.  It shall not be  necessary  for the  consent of
Noteholders  or the  Certificateholders  pursuant to this Section 9.1 to approve
the  particular  form of any  proposed  amendment  or  consent,  but it shall be
sufficient if such consent shall  approve the substance  thereof.  The manner of
obtaining   such  consents   (and  any  other   consents  of   Noteholders   and
Certificateholders  provided  for  in  this  Agreement)  and of  evidencing  the
authorization  of the execution  thereof by Noteholders  and  Certificateholders
shall be subject to such  reasonable  requirements  as the Owner Trustee and the
Indenture  Trustee may prescribe,  including the  establishment  of record dates
pursuant to paragraph number 2 of the Note Depository Agreement.

         (e) Prior to the  execution  of any  amendment to this  Agreement,  the
Owner  Trustee and the  Indenture  Trustee shall be entitled to receive and rely
upon an Opinion of Counsel  stating  that the  execution  of such  amendment  is
authorized or permitted by this Agreement and the Opinion of Counsel referred to
in Section 9.2(i)(1).  The Owner Trustee or the Indenture Trustee may, but shall
not be obligated  to,  enter into any such  amendment  which  affects such Owner
Trustee's or Indenture  Trustee's own rights,  duties or  immunities  under this
Agreement or otherwise.

         SECTION 9.2 Protection of Title to Trust Property. (a) The Seller shall
execute and file such  financing  statements  and cause to be executed and filed
such  continuation  statements,  all in such manner and in such places as may be
required by law fully to  preserve,  maintain,  and protect the  interest of the
Issuer and the  Indenture  Trustee  for the  benefit of the  Noteholders  in the
Receivables and in the proceeds  thereof.  The Seller shall deliver (or cause to
be delivered) to the Owner Trustee and the Indenture Trustee file-stamped copies
of, or filing  receipts for, any document  filed as provided  above,  as soon as
available following such filing.

         (b)  Neither  the  Seller  nor the  Servicer  shall  change  its  name,
identity,  or corporate structure in any manner that would, could, or might make
any  financing  statement  or  continuation  statement  filed by the  Seller  in
accordance with paragraph (a) above seriously  misleading  within the meaning of
ss.  9-402(7) of the UCC,  unless it shall have given the Owner  Trustee and the
Indenture  Trustee at least five (5) days' prior written notice thereof,  with a
copy  to  the  Rating  Agencies,  and  shall  have  promptly  filed  appropriate
amendments  to  all  previously  filed  financing   statements  or  continuation
statements.

         (c) The Seller and the  Servicer  shall give the Owner  Trustee and the
Indenture  Trustee  at least  sixty  (60)  days'  prior  written  notice  of any
relocation of its principal executive office if, as a result of such relocation,
the  applicable  provisions of the UCC would require the filing of any amendment
of any  previously  filed  financing  or  continuation  statement  or of any new
financing  statement and shall promptly file any such amendment or new financing
statement.  The Servicer  shall at all times  maintain each office from which it
shall service Receivables, and its principal executive office, within the United
States of America.

         (d)  The  Servicer  shall  maintain  accounts  and  records  as to each
Receivable  accurately and in sufficient detail to permit (i) the reader thereof
to know at any  time the  status  of such  Receivable,  including  payments  and
recoveries   made  and  payments  owing  (and  the  nature  of  each)  and  (ii)
reconciliation  between  payments  or  recoveries  on (or with  respect to) each
Receivable  and  the  amounts  from  time to time  deposited  in the  Collection
Account,  the  Payahead  Account  and the  Reserve  Account  in  respect of such
Receivable.

         (e) The Servicer shall maintain its computer  systems so that, from and
after the time of  conveyance  under this  Agreement of the  Receivables  to the
Issuer,  the Servicer's master computer records (including any back-up archives)
that refer to a Receivable shall indicate clearly the interest of the Issuer and
the Indenture  Trustee in such  Receivable and that such  Receivable is owned by
the  Issuer  and has been  pledged  to the  Indenture  Trustee  pursuant  to the
Indenture.  Indication of the Issuer's and the Indenture Trustee's interest in a
Receivable  shall not be deleted  from or  modified on the  Servicer's  computer
systems until,  and only until,  the Receivable  shall have been paid in full or
repurchased.
(f) If at any time the Seller or the  Servicer  shall  propose to sell,
grant a security  interest in, or otherwise  transfer any interest in automotive
receivables to any  prospective  purchaser,  lender,  or other  transferee,  the
Servicer shall give to such prospective  purchaser,  lender, or other transferee
computer  tapes,  records,  or print-outs  (including  any restored from back-up
archives) that, if they shall refer in any manner  whatsoever to any Receivable,
shall indicate clearly that such Receivable has been conveyed to and is owned by
the Issuer and has been pledged to the Indenture Trustee.

         (g) The Servicer, upon receipt of reasonable prior notice, shall permit
the Owner Trustee, the Indenture Trustee and their respective agents at any time
during normal business hours to inspect, audit, and make copies of and to obtain
abstracts from the Servicer's records regarding any Receivable.

         (h) Upon request,  the Servicer  shall furnish to the Owner Trustee and
the  Indenture  Trustee,  within  twenty  (20)  Business  Days,  a  list  of all
Receivables  (by contract  number and name of Obligor)  then held as part of the
Trust,  together  with  a  reconciliation  of  such  list  to  the  Schedule  of
Receivables  and to each of the Servicer's  Certificates  furnished  before such
request indicating removal of Receivables from the Trust.

         (i)    The Servicer shall deliver to the Owner Trustee and the
Indenture Trustee:

                           (1) promptly after the execution and delivery of this
              Agreement  and of each  amendment  thereto,  an Opinion of Counsel
              either (A)  stating  that,  in the  opinion of such  Counsel,  all
              financing   statements  and  continuation   statements  have  been
              executed  and  filed  that are  necessary  fully to  preserve  and
              protect the  interest of the Issuer and the  Indenture  Trustee in
              the  Receivables,  and  reciting  the  details of such  filings or
              referring  to prior  Opinions of Counsel in which such details are
              given,  or (B) stating that,  in the opinion of such  Counsel,  no
              such  action  shall be  necessary  to preserve  and  protect  such
              interest; and

                           (2)  within  120 days  after  the  beginning  of each
              calendar year  beginning  with the first  calendar year  beginning
              more than  three  months  after the  Cutoff  Date,  an  Opinion of
              Counsel, dated as of a date during such 120-day period, either (A)
              stating  that,  in the  opinion  of such  counsel,  all  financing
              statements  and  continuation  statements  have been  executed and
              filed  that  are  necessary  fully to  preserve  and  protect  the
              interest  of  the  Issuer  and  the   Indenture   Trustee  in  the
              Receivables, and reciting the details of such filings or referring
              to prior  Opinions of Counsel in which such details are given,  or
              (B) stating that,  in the opinion of such Counsel,  no such action
              shall be necessary to preserve and protect such interest.

              Each  Opinion of Counsel  referred  to in clause  (i)(1) or (i)(2)
above shall specify any action  necessary (as of the date of such opinion) to be
taken in the following year to preserve and protect such interest.

         (j) The Seller shall,  to the extent  required by applicable law, cause
the Notes and the Certificates to be registered with the Securities and Exchange
Commission pursuant to Section 12(b) or Section 12(g) of the Securities Exchange
Act of 1934 within the time periods specified in such sections.

         (k) For the purpose of facilitating the execution of this Agreement and
for  other   purposes,   this  Agreement  may  be  executed  in  any  number  of
counterparts,  each of which counterparts shall be deemed to be an original, and
all of which counterparts shall constitute but one and the same instrument.

         SECTION  9.3  Governing  Law.  THIS  AGREEMENT  SHALL BE  CONSTRUED  IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE  OBLIGATIONS,  RIGHTS,
AND  REMEDIES  OF THE  PARTIES  UNDER  THIS  AGREEMENT  SHALL BE  DETERMINED  IN
ACCORDANCE WITH SUCH LAWS.
SECTION 9.4 Notices.  All demands,  notices,  and communications  under
this Agreement shall be in writing,  personally  delivered,  sent by telecopier,
overnight  courier or mailed by certified mail,  return receipt  requested,  and
shall be  deemed to have been duly  given  upon  receipt  (a) in the case of the
Seller or the  Servicer,  to the agent for service as  specified in Section 9.11
hereof,  or at such other  address as shall be  designated  by the Seller or the
Servicer in a written notice to the Owner Trustee and the Indenture Trustee, (b)
in the case of the Owner  Trustee,  at the  Corporate  Trust Office of the Owner
Trustee, (c) in the case of the Indenture Trustee, at the Corporate Trust Office
of the Indenture Trustee, (d) in the case of Moody's Investors Service, Inc., at
the  following  address:   Moody's  Investors  Service,   Inc.,  ABS  Monitoring
Department,  99 Church  Street,  New York,  New York  10007,  (e) in the case of
Standard & Poor's Ratings Services, at the following address:  Standard & Poor's
Ratings  Services,  55 Water  Street,  40th  Floor,  New York,  New York  10041,
Attention: Asset Backed Surveillance Department, (f) in the case of Fitch, Inc.,
at the following address:  Fitch, Inc., 1 State Street Plaza, New York, New York
10004,  Attention:  Asset Backed  Surveillance,  and (g) in the case of the Swap
Counterparty,  at the following address:  Westdeusche  Landesbank  Girozentrale,
1211 Avenue of the  Americas,  New York,  New York 10036,  Attn:  Timothy  Moran
((212) 597-8500)). Any notice required or permitted to be mailed to a Noteholder
or Certificateholder shall be given by first class mail, postage prepaid, at the
address  of such  Person  as  shown  in the  Note  Register  or the  Certificate
Register, as applicable. Any notice so mailed within the time prescribed in this
Agreement shall be conclusively presumed to have been duly given, whether or not
the Noteholder or Certificateholder shall receive such notice.

         SECTION  9.5  Severability  of  Provisions.  If any  one or more of the
covenants,  agreements,  provisions, or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements,  provisions, or
terms  shall be  deemed  severable  from the  remaining  covenants,  agreements,
provisions,  or terms of this  Agreement and shall in no way affect the validity
or enforceability of the other provisions of this Agreement or of the Notes, the
Certificates or the rights of the holders thereof.

         SECTION  9.6  Assignment.  Notwithstanding  anything  to  the  contrary
contained herein,  except as provided in Sections 6.3 and 7.2 and as provided in
the  provisions of this Agreement  concerning  the  resignation of the Servicer,
this  Agreement  may not be assigned by the Seller or the  Servicer  without the
prior  written  consent  of  the  Owner  Trustee,  the  Indenture  Trustee,  the
Noteholders  of Notes  evidencing  not less than 66b% of the Note Balance of the
Notes Outstanding and the Certificateholders of Certificates evidencing not less
than 66b% of the Aggregate Certificate Balance.

         SECTION 9.7 Further Assurances. The Seller and the Servicer agree to do
and  perform,  from time to time,  any and all acts and to  execute  any and all
further instruments required or reasonably requested by the Owner Trustee or the
Indenture  Trustee  more  fully  to  effect  the  purposes  of  this  Agreement,
including,  without  limitation,  the execution of any  financing  statements or
continuation  statements  relating  to the  Receivables  for  filing  under  the
provisions of the UCC of any applicable jurisdiction.

         SECTION 9.8 No Waiver;  Cumulative Remedies. No failure to exercise and
no delay in exercising, on the part of the Owner Trustee, the Indenture Trustee,
the Noteholders or the Certificateholders, any right, remedy, power or privilege
hereunder,  shall operate as a waiver  thereof;  nor shall any single or partial
exercise of any right,  remedy,  power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power or
privilege.  The rights,  remedies,  powers and privileges  therein  provided are
cumulative  and not  exhaustive of any rights,  remedies,  powers and privileges
provided by law.
SECTION 9.9 Third-Party Beneficiaries. This Agreement will inure to the
benefit  of and be  binding  upon  the  parties  hereto,  the  Noteholders,  the
Certificateholders,  the  Indenture  Trustee,  the Delaware  Trustee,  the Owner
Trustee and the Swap Counterparty and their respective  successors and permitted
assigns and each of the Indenture  Trustee,  the Delaware  Trustee and the Owner
Trustee may  enforce  the  provisions  hereof as if they were  parties  thereto.
Except as  otherwise  provided in this Article IX, no other Person will have any
right or obligation hereunder. The parties hereto hereby acknowledge and consent
to the pledge of this  Agreement by the Issuer to the Indenture  Trustee for the
benefit of the Noteholders pursuant to the Indenture.

         SECTION 9.10 Actions by Noteholders or Certificateholders. (a) Wherever
in this  Agreement a provision  is made that an action may be taken or a notice,
demand, or instruction given by Noteholders or Certificateholders,  such action,
notice,   or   instruction   may  be  taken  or  given  by  any   Noteholder  or
Certificateholder,  as  applicable,  unless such  provision  requires a specific
percentage of Noteholders or Certificateholders.

         (b) Any request,  demand,  authorization,  direction,  notice, consent,
waiver,  or other  act by a  Noteholder  or  Certificateholder  shall  bind such
Noteholder  or  Certificateholder  and every  subsequent  holder of such Note or
Certificate  issued upon the  registration  of  transfer  thereof or in exchange
therefor or in lieu thereof in respect of anything done or omitted to be done by
the Owner Trustee,  the Indenture  Trustee or the Servicer in reliance  thereon,
whether or not notation of such action is made upon such Note or Certificate.

         SECTION 9.11 Agent for Service. The agent for service of the Seller and
the Servicer in respect of this Agreement  shall be Hurley D. Smith,  Secretary,
Ford Motor Credit Company, One American Road, Dearborn, Michigan 48121.

         SECTION 9.12 No Bankruptcy  Petition.  The Owner Trustee, the Indenture
Trustee,  the Issuer and the Servicer each  covenants and agrees that,  prior to
the  date  which  is one  year  and one day  after  the  payment  in full of all
securities  issued by the  Seller or by a trust  for  which the  Seller  was the
depositor which securities were rated by any nationally  recognized  statistical
rating  organization it will not institute against,  or join any other Person in
instituting   against,  the  Seller  or  the  General  Partner  any  bankruptcy,
reorganization,  arrangement,  insolvency or liquidation  proceedings,  or other
proceedings  under any federal or State  bankruptcy or similar law. This Section
9.12 shall  survive the  resignation  or removal of the Owner  Trustee under the
Trust Agreement or the Indenture  Trustee under the Indenture or the termination
of this Agreement.

         SECTION 9.13  Limitation  of Liability of Owner  Trustee and  Indenture
Trustee.  (a)  Notwithstanding  anything contained herein to the contrary,  this
Agreement has been  countersigned  by The Bank of New York not in its individual
capacity  but solely in its  capacity  as Owner  Trustee of the Issuer and in no
event  shall  The Bank of New York in its  individual  capacity  or,  except  as
expressly  provided in the Trust Agreement,  as Owner Trustee of the Issuer have
any  liability for the  representations,  warranties,  covenants,  agreements or
other obligations of the Issuer hereunder or in any of the certificates, notices
or agreements  delivered  pursuant hereto,  as to all of which recourse shall be
had solely to the assets of the Issuer.  For all purposes of this Agreement,  in
the performance of its duties or obligations  hereunder or 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
Articles V, VI and VII of the Trust Agreement.

         (b)  Notwithstanding  anything  contained herein to the contrary,  this
Agreement has been accepted by The Chase  Manhattan  Bank, not in its individual
capacity  but  solely  as  Indenture  Trustee,  and in no event  shall The Chase
Manhattan  Bank  have  any  liability  for  the   representations,   warranties,
covenants,  agreements or other obligations of the Issuer hereunder or in any of
the certificates,  notices or agreements delivered pursuant hereto, as to all of
which recourse shall be had solely to the assets of the Issuer.
SECTION 9.14 Savings Clause.  It is the intention of the Seller and the
Issuer that the transfer of the Trust Property contemplated herein constitute an
absolute  transfer  of the Trust  Property,  conveying  good  title to the Trust
Property from the Seller to the Issuer. However, in the event that such transfer
is deemed not to be a sale or for any  reason  such sale is not  effective,  the
Seller hereby grants to the Issuer a first priority  security interest in all of
the Seller's right, title and interest in, to and under the Trust Property,  and
all proceeds thereof, to secure a loan in an amount equal to all amounts payable
under the Notes and the  Certificates,  and in such event,  this Agreement shall
constitute a security agreement under applicable law.
IN  WITNESS  WHEREOF,  the  parties  have  caused  this  Sale  and
Servicing  Agreement to be duly executed by their respective  officers thereunto
duly authorized as of the day and year first above written.

                                    FORD CREDIT AUTO RECEIVABLES TWO L.P.,
                                    as Seller

                                    By:     FORD CREDIT AUTO RECEIVABLES TWO,
                                            INC., as General Partner

                                            By:
                                                  Name:
                                                  Title:

                                    FORD CREDIT AUTO OWNER TRUST 2000-D,
                                    as Issuer

                                    By:     THE BANK OF NEW YORK,  not in its
                                            individual  capacity  but  solely as
                                            Owner Trustee

                                            By:
                                                  Name:
                                                  Title:

                                    FORD MOTOR CREDIT COMPANY,
                                    as Servicer

                                    By
                                          Name:
                                          Title:
Accepted and agreed:

THE CHASE MANHATTAN BANK,
  not in its individual capacity
  but solely as Indenture Trustee

By:
      Name:
      Title:

THE BANK OF NEW YORK,
  not in its individual capacity
  but solely as Owner Trustee

By:
      Name:
      Title:
SCHEDULE A

                            [SCHEDULE OF RECEIVABLES]

                    Delivered to Indenture Trustee at Closing
SCHEDULE B-1

                          Location of Receivable Files
                          at Ford Credit Branch Offices

Akron
175 Montrose West Avenue
Crown Pointe Building
Suite 300
Copley, OH  44321

Albany
5 Pine West Plaza
Albany, NY  12205

Albuquerque
6100 Uptown Blvd., N.E.
Suite 300
Albuquerque, NM  87110

Amarillo
1616 S. Kentucky
Bldg. D, Suite 130
Amarillo, TX  79102

Anchorage
3201 C Street
Suite 303
Anchorage, AK  99503

Appleton
54 Park Place
Appleton, WI  54915-8861

Athens
3708 Atlanta Highway
Athens, GA  30604

Atlanta-North
North Park Town Center
Bldg. 400, Suite 180
1000 Abernathy Rd. N.E.
Atlanta, GA  30328

Atlanta-South
1691 Phoenix Blvd.
Suite 300
Atlanta, GA  30349

Atlanta/CL
1117 Perimeter Ctr. W
Suite 404 West
Atlanta, GA 30338

Atlantic Region District Office
14104 Newbrook Drive
Chantilly, VA 22021

Austin
1701 Directors Blvd.
Suite 320
Austin, TX  78744

Baltimore
Campbell Corporate
Center One
4940 Campbell Blvd.
Suite 140
Whitemarsh Business Community
Baltimore, MD  21236

Baltimore Service Center
7090 Columbia Gateway Dr.
Columbia, MD 21046

Beaumont
2615 Calder
Suite 715
Beaumont, TX  77704

Billings
1643 Lewis Avenue
Suite 201
Billings, MT  59102

Birmingham
3535 Grandview Parkway
Suite 340
Birmingham,AL  35243

Boston-North
One Tech Drive
3rd Floor
Andover, MA  01810-2497

Boston-South
Southboro Place
2nd Floor
352 Turnpike Road
Southboro, MA  01772
Bristol
Landmark Center-
Suite A
113 Landmark Lane
Bristol, TN  37620

Buffalo
95 John Muir Drive
Suite 102
Amherst, NY  14228

Cape Girardeau
1409-C N. Mt. Auburn Rd.
Cape Girardeau, MO  63701

Charleston
Rivergate Center
Suite 150
4975 LaCross Road
North Charleston, SC  29418

Charlotte
6302 Fairview Road
Suite 500
Charlotte, NC  28210

Charlotte/CL
6302 Fairview Road
Suite 510
Charlotte, NC 28210

Chattanooga
2 Northgate Park
Suite 200
Chattanooga, TN  37415

Cheyenne
6234 Yellowstone Road
Cheyenne, WY  82009

Chicago-East
One River Place
Suite A
Lansing, IL  60438

Chicago-North
9700 Higgins Road
Suite 720
Rosemont, IL  60018

Chicago-South
The Office of Waterfall Glen I
Suite 310
900 South Frontage Road
Woodridge, IL  60517

Chicago-West
2500 W. Higgins Rd.
Suite 280
Hoffman Estates, IL  60195

Chicago/CL
745 McClintock Drive
Suite 300
Burr Ridge, IL 60521

Cincinnati
8805 Governors Hill Dr.
Suite 230
Cincinnati, OH  45249

Cleveland
5700 Lombardo Centre
Suite 101
Seven Hills, OH  44131-2581

Colorado Springs
5575 Tech Center Dr.
Suite 220
Colorado Springs, CO  80919

Columbia
250 Berryhill Road
Suite 201
Columbia, SC  29210
Columbus
Metro V, Suite 470
655 Metro Place S
Dublin, OH  43017

Coral Springs
3111 N. University Dr.
Suite 800
Coral Springs, FL  33065

Corpus Christi
5350 South Staples
Suite 225
Corpus Christi, TX  78411

Dallas
Campbell Forum
Suite 600
801 E. Campbell Road
Richardson, TX  75081

Dallas/CL
Campbell Forum
Suite 650
801 E. Campbell Road
Richardson, TX  75081

Davenport
5405 Utica Ridge Road
Suite 200
Davenport, IA  52807

Decatur
401 Lee Street
Suite 500
Decatur, AL  35602

Denver
6300 S. Syracuse Way
Suite 195
Englewood, CO  80111

Des Moines
4200 Corporate Drive
Suite 107
W. Des Moines, IA  50266

Detroit-North
1301 W. Long Lake Road
Suite 150
Troy, MI  48098

Detroit-West
1655 Fairlane Circle
Suite 900
Allen Park, MI  48101

Detroit/CL
One Parklane Blvd.
Suite 301E
Dearborn, MI 48126

Dothan
137 Clinic Drive
Dothan, AL  36303

El Paso
1200 Golden Key Circle
Suite 104
El Paso, TX  79925
Eugene
1600 Valley River Drive
Suite 190
Eugene, OR  97401

Falls Church
1420 Springhill Road
Suite 550
McLean, VA  22102

Fargo
3100 13th Ave. South
Suite 205
Fargo, ND  58103

Fayetteville
4317 Ramsey Street
Suite 300
Fayetteville, NC  28311

Findlay
3500 North Main Street
Findlay, OH  45840-1447

Ft. Myers
11935 Fairway Lakes Dr.
Fort Myers, FL  33913

Ft. Worth
Center Park Tower
Suite 400
2350 West Airport Frwy.
Bedford, TX  76022

Grand Junction
744 Horizon Court
Suite 330
Grand Junction, CO  81506

Grand Rapids
2851 Charlevoix Drive SE
Suite 300
Grand Rapids, MI  49546

Greensboro
1500 Pinecroft Rd.
Suite 220
Greensboro, NC  27407

Greenville Service Center
1100 Brookfield Blvd.
Greenville, SC 29607

Harlingen
1916 East Harrison
Harlingen, TX  78550

Harrisburg
4900 Ritter Road
Mechanicsburg, PA  17055

Henderson
618 North Green Street
Henderson, KY  42420

Honolulu
Ala Moano Pacific Center
Suite 922
1585 Kapiolani Blvd.
Honolulu, HI  96814

Houston-North
363 N. Sam Houston Pkwy. E.
Suite 700
Houston, TX  77060

Houston-West
820 Gessner
Suite 700
Houston, TX  77024
Huntington
3150 U.S. Route 60 *
Ona, WV  25545

Indianapolis
5875 Castle Creek Pkwy.
North Drive
Suite 240
Indianapolis, IN  46250

Jackson
800 Avery Boulevard
Suite B
Ridgeland, MS  39157

Jacksonville
Suite 310
9485 Regency Square Boulevard
Jacksonville, FL  32225

Jefferson City
210 Prodo Drive
Jefferson City, MO  65109

Kansas City
8717 West 110th Street
Bldg. #14, Suite 550
Overland Park, KS  66210

Knoxville
5500 Lonas Drive
Suite 260
Knoxville, TN  37909

Lafayette
Saloom Office Park
Suite 350
100 Asma Boulevard
Lafayette, LA  70508

Lansing
2140 University Park Drive
Okemos, MI  48864

Las Vegas
500 N Rainbow Blvd.
Suite 312
Las Vegas, NV  89107

Little Rock
1701 Centerview Dr.
Suite 301
Little Rock, AR  72211

Long Island
One Jericho Plaza
2nd Floor Wing B
Jericho, NY  11753

Louisville
150 Executive Park
Louisville, KY  40207

Lubbock
4010 82nd Street
Suite 200
Lubbock, TX  79423

Macon
5400 Riverside Drive
Suite 201
Macon, GA  31210

Manchester
4 Bedford Farms
Bedford, NH  03110
Memphis
6555 Quince Road
Suite 300
Memphis, TN  38119

Miami
6303 Blue Lagoon Drive
Suite 200
Miami, FL  33126

Midland
15 Smith Road
Suite 4300
Chevron Building
Midland, TX 79705

Milwaukee
10850 W. Park Place
Suite 110
Milwaukee, WI  53224

Minneapolis
One Southwest Crossing
Suite 308
11095 Viking Drive
Eden Prairie, MN  55344

Mobile
1201 Montlimar Dr.
Suite 700
Mobile, AL  36609-1718

Nashville
Highland Ridge
Suite 190
565 Marriott Drive
Nashville, TN  37214

Nashville Service Center
9009 Carothers Parkway
Franklin TN 37064

National Recovery Center
1335 S. Clearview
Mesa, AZ 85208

New Haven
35 Thorpe Ave.
Wallingford, CT 06492

New Jersey-Central
101 Interchange Plaza
Cranbury, NJ  08512

New Jersey-North
72 Eagle Rock Avenue
3rd Floor
East Hanover, NJ  07936

New Jersey-South
10000 MidAtlantic Dr.
Suite 401 West
Mt. Laurel, NJ  08054

New Orleans
Lakeway III
3838 N. Causeway Blvd.
Suite 3200
Metairie, LA  70002
Norfolk
Greenbrier Pointe
Suite 350
1401 Greenbrier Pkwy.
Chesapeake, VA  23320

Oklahoma City
Perimeter Center
Suite 300
4101 Perimeter Ctr Dr.
Oklahoma City, OK  73112

Omaha
10040 Regency Circle
Suite 100
Omaha, NE  68114-3786

Omaha Customer Service Center
12110 Emmet Street
Omaha, NB 68164

Nashville Customer Service Center
9009 Carothers Parkway
Franklin, TN 37067

Orange
765 The City Drive
Suite 400
Orange, CA  92668

Orange/CL
765 The City Drive
Suite 401
Orange, CA  92668

Orlando
1060 Maitland Ctr Commons
Suite 210
Maitland, FL  32751

Pasadena
225 S. Lake Avenue
Suite 1200
Pasadena, CA  91101

Pensacola
25 W. Cedar Street
Suite 316
Pensacola, Fl  32501

Philadelphia
Bay Colony Executive Park
Suite 100
575 E. Swedesford Rd.
Wayne, PA  19087

Philadelphia/CL
500 N. Gulph Rd.
Suite 110
King of Prussia, PA 19406

Phoenix
4742 North 24th Street
Suite 215
Phoenix, AZ  85016

Pittsburgh
Foster Plaza 9
750 Holiday Drive
4th Floor, Suite 420
Pittsburgh, PA  15220

Portland, ME
2401 Congress Street
Portland, ME  04102

Portland, OR
10220 S.W. Greenburg Blvd.
Suite 415
Portland, OR  97223
Raleigh
3651 Trust Drive
Raleigh, NC  27604

Richmond
300 Arboretum Place
Suite 320
Richmond, VA  23236

Roanoke
5238 Valley Pointe Pkwy.
Suite 6
Roanoke, VA  24019

Sacramento
2720 Gateway Oaks Dr.
Suite 200
Sacramento, CA  95833

Saginaw
4901 Towne Centre Rd.
Suite 200
Saginaw, MI  48605

Salt Lake City
310 E. 4500 S.
Suite 340
Murray, UT  84107

Santa Ana Central Collections
765 The City Drive
Suite 402
Orange, CA  92668

San Antonio
100 N.E. Loop 410
Suite 625
San Antonio, TX  78216-4742

San Bernardino
1615 Orange Tree Lane
Suite 215
Redlands, CA  92374

San Diego
3111 Camino Del Rio N.
Suite 1333
San Diego, CA  92108

San Francisco
6120 Stoneridge Mall Rd.
Suite 200
Pleasanton, CA  94588

San Francisco/CL
4900 Hopyard Road
Suite 220
Pleasanton CA 94588

San Jose
1900 McCarthy Blvd.
Suite 400
Milpitas, CA  95035

Savannah
6600 Abercorn Street
Suite 206
Savannah, GA  31405
Seattle
13555 S.E. 36th Street
Suite 350
Bellevue, WA  98009-1608

Shreveport
South Pointe Centre
Suite 200
3007 Knight Street
Shreveport, LA  71105

South Bay
301 E. Ocean Boulevard
Suite 1900
Long Beach, CA  90802

South Bend
4215 Edison Lakes Parkway
Suite 140
Mishawaka, IN  46545

Spokane
901 North Monroe Ct.
Suite 350
Spokane, WA  99201-2148

Springfield
3275 E. Ridgeview
Springfield, MO  65804

St. Louis
4227 Earth City Expressway
Suite 100
Earth City, MO  63045

St. Paul
7760 France Avenue South
Suite 920
Bloomington, MN  55435

Syracuse
5788 Widewaters Pkwy.
DeWitt, NY  13214

Tampa
Lincoln Pointe, Suite 800
2502 Rocky Point Drive
Tampa, FL  33607

Tampa Service Center
3620 Queen Palm Drive
Tampa, FL 33619

Terre Haute
4551 S. Springhill
Junction Street
Terre Haute, IN  47802

Tulsa
9820 East 41st St.
Suite 300
Tulsa, OK  74145

Tupelo
One Mississippi Plaza
Tupelo, MS  38801
Tyler
821 East SE Loop 323
Suite 300
Tyler, TX  75701

Ventura
260 Maple Court
Suite 210
Ventura, CA  93003

Washington, D.C.
2440 Research Blvd.
Suite 150
Rockville, MD  20850

Westchester
660 White Plains Road
Tarrytown, NY  10591

Western Carolina
215 Thompson Street
Hendersonville, NC  28792

Wichita
7570 West 21st
Wichita, KS  67212
SCHEDULE C

                          Location of Receivable Files
                    at Third Party Custodians for Ford Credit

Security Archives
5022 Harding Place
Nashville, TN  37211

IKON Business Imaging Services
31101 Wiegman Road
Hayward, CA 94544
APPENDIX A

                              Definitions and Usage
Exhibit 99.2

                            ADMINISTRATION AGREEMENT

         This ADMINISTRATION  AGREEMENT,  dated as of July 1, 2000 (as from time
to  time  amended,  supplemented  or  otherwise  modified  and in  effect,  this
"Agreement"),  is by and among FORD CREDIT AUTO OWNER TRUST  2000-D,  a Delaware
business  trust  (the  "Issuer"),   FORD  MOTOR  CREDIT   COMPANY,   a  Delaware
corporation,  as administrator  (the  "Administrator"),  and THE CHASE MANHATTAN
BANK,  a New York  corporation,  not in its  individual  capacity  but solely as
Indenture Trustee (the "Indenture Trustee").

         WHEREAS,  the Issuer is issuing the Notes pursuant to the Indenture and
the  Certificates  pursuant to the Trust  Agreement and has entered into certain
agreements  in  connection  therewith,  including  (i) the  Sale  and  Servicing
Agreement,  (ii) the Note  Depository  Agreement,  (iii) the Interest  Rate Swap
Agreement and (iv) the Indenture  (the Sale and  Servicing  Agreement,  the Note
Depository  Agreement,  the Interest Rate Swap Agreement and the Indenture being
referred to hereinafter collectively as the "Related Agreements");

         WHEREAS,   the  Issuer  and  the  Owner  Trustee  desire  to  have  the
Administrator  perform  certain duties of the Issuer and the Owner Trustee under
the Related Agreements and to provide such additional  services  consistent with
the terms of this  Agreement  and the Related  Agreements  as the Issuer and the
Owner Trustee may from time to time request; and

         WHEREAS,  the  Administrator  has the  capacity to provide the services
required  hereby and is willing to perform such  services for the Issuer and the
Owner Trustee on the terms set forth herein;

         NOW,  THEREFORE,  in consideration  of the mutual  covenants  contained
herein, and other good and valuable  consideration,  the receipt and sufficiency
of which is hereby  acknowledged,  the parties  hereto,  intending to be legally
bound, agree as follows:

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.

2. Duties of the Administrator. (a) Duties with Respect to the Indenture and the
Note Depository Agreement. The Administrator agrees to perform all its duties as
Administrator and the duties of the Issuer under the Note Depository  Agreement.
In addition,  the  Administrator  shall consult with the Owner Trustee regarding
the duties of the Issuer under the Indenture and the Note Depository  Agreement.
The  Administrator  shall monitor the performance of the Issuer and shall advise
the Owner  Trustee when action is  necessary to comply with the Issuer's  duties
under the Indenture and the Note Depository  Agreement.  The Administrator shall
prepare for  execution by the Issuer,  or shall cause the  preparation  by other
appropriate  Persons  of, all such  documents,  reports,  filings,  instruments,
certificates  and  opinions  that it shall be the duty of the Issuer to prepare,
file or deliver pursuant to the Indenture,  the Interest Rate Swap Agreement and
the  Note   Depository   Agreement.   In  furtherance  of  the  foregoing,   the
Administrator  shall take,  in the name and on behalf of the Issuer or the Owner
Trustee,  all  appropriate  action  that is the duty of the  Issuer or the Owner
Trustee  to  take,  if  any,  pursuant  to  the  Indenture  including,   without
limitation,  such of the foregoing as are required with respect to the following
matters under the Indenture (references are to sections of the Indenture):

(A)               the duty to cause the Note  Register  to be kept and to give
                  the Indenture  Trustee notice of any appointment of a new Note
                  Registrar and the location, or change in location, of the Note
                  Register (Section 2.5);

(B)               the  determination  as to whether  the  requirements  of UCC
                  Section  8-401(1)  are met and the  preparation  of an  Issuer
                  Request  requesting the Indenture  Trustee to authenticate and
                  deliver  replacement  Notes in lieu of  mutilated,  destroyed,
                  lost or stolen Notes (Section 2.6);

(C)               the notification of Noteholders of the final principal payment
                  on their Notes (Section 2.8(b));

(D)               the preparation of or obtaining of the documents and
                  instruments required for authentication of
                  the Notes and delivery of the same to the Indenture Trustee
                 (Section 2.2);
(E)               the preparation, obtaining or filing of the instruments,
                  opinions and certificates and other documents required for
                  the release of property from the lien of the Indenture
                 (Section 2.10);

(F)               the preparation of Definitive Notes in accordance with the
                  instructions of the Clearing Agency
                  (Section 2.13);

(G)               the  maintenance  of an office in the Borough of  Manhattan,
                  The City of New York, for registration of transfer or exchange
                  of Notes if the Indenture  Trustee  ceases to maintain such an
                  office (Section 3.2);

(H)               the duty to cause newly  appointed  Note Paying  Agents,  if
                  any,  to  deliver  to the  Indenture  Trustee  the  instrument
                  specified  in the  Indenture  regarding  funds  held in  trust
                  (Section 3.3);

(I)               the direction to the Indenture Trustee to deposit monies with
                  Note Paying Agents, if any, other
                  than the Indenture Trustee (Section 3.3);

(J)               the obtaining and preservation of the Issuer's qualification
                  to  do   business   in  each   jurisdiction   in  which   such
                  qualification is or shall be necessary to protect the validity
                  and enforceability of the Indenture, the Notes, the Collateral
                  and  each  other  instrument  or  agreement  included  in  the
                  Indenture Trust Estate (Section 3.4);

(K)               the  preparation  of all  supplements  and amendments to the
                  Indenture   and   all   financing   statements,   continuation
                  statements,   instruments  of  further   assurance  and  other
                  instruments  and  the  taking  of  such  other  action  as  is
                  necessary or advisable to protect the  Indenture  Trust Estate
                  (Sections 3.5 and 3.7(c));

(L)               the  delivery of the Opinion of Counsel on the Closing  Date
                  and the  annual  delivery  of  Opinions  of  Counsel as to the
                  Indenture  Trust  Estate,  and  the  annual  delivery  of  the
                  Officer's  Certificate  and  certain  other  statements  as to
                  compliance with the Indenture (Sections 3.6 and 3.9);

(M)               the identification to the Indenture Trustee in an Officer's
                  Certificate of any Person with whom
                  the Issuer has contracted to perform its duties under the
                  Indenture (Section 3.7(b));

(N)               the  notification  of the  Indenture  Trustee and the Rating
                  Agencies of an Event of Servicing  Termination  under the Sale
                  and  Servicing  Agreement  and,  if such  Event  of  Servicing
                  Termination arises from the failure of the Servicer to perform
                  any of its duties under the Sale and Servicing  Agreement with
                  respect to the Receivables, the taking of all reasonable steps
                  available to remedy such failure (Section 3.7(d));

(O)               the preparation and obtaining of documents and instruments
                  required for the consolidation or
                  merger of the Issuer with another entity or the transfer by
                  the Issuer of its properties or assets (Section 3.10);

(P)               the duty to cause the Servicer to comply with Sections 3.9,
                  3.10, 3.11, 3.12, 3.13 and 4.9 and
                  Article VI of the Sale and Servicing Agreement (Section 3.14);

(Q)               the delivery of written notice to the Indenture  Trustee and
                  the  Rating  Agencies  of each  Event  of  Default  under  the
                  Indenture and each default by the Servicer or the Seller under
                  the Sale and  Servicing  Agreement  and by Ford  Credit or the
                  Seller under the Purchase Agreement (Section 3.20);

(R)               the  monitoring  of  the  Issuer's  obligations  as  to  the
                  satisfaction   and   discharge  of  the   Indenture   and  the
                  preparation of an Officer's  Certificate  and the obtaining of
                  the  Opinions  of  Counsel  and  the  Independent  Certificate
                  relating thereto (Section 4.1);

(S)               the  monitoring  of  the  Issuer's  obligations  as  to  the
                  satisfaction,  discharge  and  defeasance of the Notes and the
                  preparation of an Officer's  Certificate  and the obtaining of
                  an  opinion of a  nationally  recognized  firm of  independent
                  certified public accountants,  a written certification thereof
                  and the Opinions of Counsel relating thereto (Section 4.2);
(T)               the preparation of an Officer's Certificate to the Indenture
                  Trustee  after  the  occurrence  of any event  which  with the
                  giving of notice and the lapse of time  would  become an Event
                  of Default under Section 5.1(iii) of the Indenture, its status
                  and what  action the Issuer is taking or proposes to take with
                  respect thereto (Section 5.1);

(U)               the compliance  with any written  directive of the Indenture
                  Trustee with respect to the sale of the Indenture Trust Estate
                  at one or more public or private sales called and conducted in
                  any manner  permitted by law if an Event of Default shall have
                  occurred and be continuing (Section 5.4);

(V)               the preparation and delivery of notice to Noteholders of the
                  removal of the Indenture Trustee and the appointment of a
                  successor Indenture Trustee (Section 6.8);

(W)               the  preparation  of any  written  instruments  required  to
                  confirm more fully the authority of any co-trustee or separate
                  trustee and any written  instruments  necessary in  connection
                  with the  resignation or removal of any co-trustee or separate
                  trustee (Sections 6.8 and 6.10);

(X)               the furnishing of the Indenture Trustee with the names and
                  addresses of Noteholders during any period when the Indenture
                  Trustee is not the Note Registrar (Section 7.1);

(Y)                the  preparation  and,  after  execution by the Issuer,  the
                  filing with the Commission,  any applicable state agencies and
                  the Indenture  Trustee of documents  required to be filed on a
                  periodic basis with, and summaries  thereof as may be required
                  by rules and regulations prescribed by, the Commission and any
                  applicable   state  agencies  and  the  transmission  of  such
                  summaries, as necessary, to the Noteholders (Section 7.3);

(Z)               the opening of one or more  accounts in the  Issuer's  name,
                  the  preparation  and  delivery  of Issuer  Orders,  Officer's
                  Certificates  and  Opinions of Counsel  and all other  actions
                  necessary with respect to investment and reinvestment,  to the
                  extent permitted,  of funds in such accounts (Sections 8.2 and
                  8.3);

(AA)              the   preparation   of  an  Issuer  Request  and  Officer's
                  Certificate  and the  obtaining  of an Opinion of Counsel  and
                  Independent Certificates, if necessary, for the release of the
                  Indenture Trust Estate (Sections 8.4 and 8.5);

(AB)              the  preparation  of Issuer  Orders and the  obtaining of
                  Opinions  of  Counsel  with   respect  to  the   execution  of
                  supplemental  indentures and the mailing to the Noteholders of
                  notices with respect to such supplemental indentures (Sections
                  9.1, 9.2 and 9.3);

(AC)              the execution and delivery of new Notes conforming to any
                  supplemental indenture (Section 9.6);

(AD)              the notification of Noteholders of redemption of the Notes or
                  duty to cause the Indenture Trustee to provide such
                  notification (Section 10.2);

(AE)              the  preparation  of all Officer's  Certificates,  Issuer
                  Requests  and Issuer  Orders and the  obtaining of Opinions of
                  Counsel  and  Independent  Certificates  with  respect  to any
                  requests  by the Issuer to the  Indenture  Trustee to take any
                  action under the Indenture (Section 11.1(a));

(AF)              the  preparation  of  Officer's   Certificates  and  the
                  obtaining of Independent  Certificates,  if necessary, for the
                  release of property  from the lien of the  Indenture  (Section
                  11.1(b));

(AG)              the notification of the Rating Agencies, upon the failure
                  of the  Indenture  Trustee to give such  notification,  of the
                  information required pursuant to Section 11.4 of the Indenture
                  (Section 11.4);
(AH)              the  preparation  and  delivery  to  Noteholders  and the
                  Indenture  Trustee of any agreements with respect to alternate
                  payment and notice provisions (Section 11.6); and

(AI)              the recording of the Indenture, if applicable (Section 11.15).

(ii)              The Administrator will:

(A)               pay the  Indenture  Trustee  from  time  to time  reasonable
                  compensation  for  all  services  rendered  by  the  Indenture
                  Trustee under the Indenture (which  compensation  shall not be
                  limited by any provision of law in regard to the  compensation
                  of a trustee of an express trust);

(B)               except as  otherwise  expressly  provided in the  Indenture,
                  reimburse  the  Indenture  Trustee  upon its  request  for all
                  reasonable  expenses,  disbursements  and advances incurred or
                  made by the Indenture Trustee in accordance with any provision
                  of  the  Indenture  (including  the  reasonable  compensation,
                  expenses and disbursements of its agents and counsel),  except
                  any  such   expense,   disbursement   or  advance  as  may  be
                  attributable to its negligence or bad faith;

(C)               indemnify  the  Indenture  Trustee and their agents for, and
                  hold them harmless against,  any losses,  liability or expense
                  incurred  without  negligence  or bad  faith  on  their  part,
                  arising  out  of or  in  connection  with  the  acceptance  or
                  administration   of  the  transactions   contemplated  by  the
                  Indenture,   including  the  reasonable   costs  and  expenses
                  (including reasonable attorneys' fees) of defending themselves
                  against any claim or liability in connection with the exercise
                  or  performance  of any of their  powers or  duties  under the
                  Indenture;

(D)               indemnify the Owner Trustee and the Delaware Trustee and their
                  successors, assigns, directors, officers, employees, agents
                  and servants (collectively, the "Indemnified Parties")for, and
                  hold them harmless against, any and all liabilities,
                  obligations, losses, damages, taxes, claims, actions and
                  suits, and any and all reasonable costs, expenses and
                  disbursements (including reasonable legal fees and expenses)
                  of any kind and nature whatsoever (collectively,
                  "Expenses") which may at any time be imposed on, incurred by,
                  or asserted against the Owner Trustee, the Delaware Trustee or
                  any other Indemnified Party in any way relating to or arising
                  out of the Trust Agreement, the Basic Documents, the Owner
                  Trust Estate, the administration of the Owner Trust Estate or
                  the action or inaction of the Owner Trustee under the Trust
                  Agreement, except only that the Administrator shall not be
                  liable for or required to indemnify
                  an Indemnified Party from and against Expenses arising or
                  resulting from the Indemnified
                  Party's own willful misconduct, bad faith or negligence; and

(E)               indemnify,  defend and hold  harmless the Issuer,  the Owner
                  Trustee,  the Delaware Trustee,  the Indenture Trustee and any
                  of their respective officers, directors,  employees and agents
                  from and against any loss,  liability  or expense  incurred by
                  reason of (i) the  Depositor's  or the  Issuer's  violation of
                  federal  or  state  securities  laws in  connection  with  the
                  offering  and sale of the Notes and the  Certificates  or (ii)
                  any breach of the Depositor of any term, provision or covenant
                  contained in the Sale and Servicing Agreement.

         Indemnification  under this Section  shall survive the  resignation  or
removal of the Owner Trustee,  the Delaware Trustee or the Indenture Trustee and
the termination of this Agreement and shall include reasonable fees and expenses
of counsel and expenses of litigation.  If the Administrator shall have made any
indemnity  payments  pursuant to this  Section and the Person to or on behalf of
whom such  payments  are made  thereafter  shall  collect  any such  amount from
others,  such Person shall  promptly  repay such  amounts to the  Administrator,
without interest.
(b)  Duties  with  Respect  to the  Issuance  of VPTNs  and  Interest  Rate Swap
Agreement.  (i) Subject to the terms and conditions of this Section 2(b), on the
Targeted  Scheduled  Distribution  Date for each Subclass of Class A Notes,  the
Administrator  shall cause the Issuer to issue a related  VPTN in the  aggregate
principal  amount equal to the VPTN  Issuance  Amount if the  conditions in this
Section 2(iii) are satisfied against payment to the Issuer of the par price. The
Administrator  shall determine,  in its sole discretion,  the VPTN Rate for each
issuance of VPTNs,  which shall equal, for each Distribution  Date, LIBOR plus a
fixed  percentage  which will be  determined  at the time of  issuance  based on
market conditions but which will not exceed 1.50%.

         (ii) The  Administrator  agrees to cause  the Trust to offer  each VPTN
that may be issued on the Targeted Scheduled Distribution Date for a Subclass of
Class A Notes  to FCAR  Owner  Trust  and,  if FCAR  Owner  Trust is  unable  or
unwilling to purchase  such VPTN,  the  Administrator  agrees to use  reasonable
efforts to locate another  Eligible  Purchaser and cause the Trust to offer such
VPTN to such Eligible Purchaser.  Neither the Administrator,  the Seller nor the
Servicer  shall be obligated to identify any other  Eligible  Purchaser  for any
VPTN.

         (iii) No VPTN may be issued on a Targeted  Scheduled  Distribution Date
unless the following conditions are satisfied:

         (A)               both before and after  giving  effect to the issuance
                           of the VPTN and to the  application  of such proceeds
                           and  any  amounts  on  deposit  in  the  Accumulation
                           Account and in the  Principal  Distribution  Account,
                           the aggregate  principal  balance of the  receivables
                           minus  the  Yield  Supplement   Overcollateralization
                           Amount must be equal to or greater than the aggregate
                           outstanding  balance  of the  Class A  Notes,  VPTNs,
                           Class B Notes and Class C Certificates;

         (B)               an Extended Sequential Amortization Period must not
                           have occurred or be occurring;

         (C)               the VPTN must be rated "AAA" and "Aaa" by S&P and
                           Moody's, respectively;

         (D)               the  Interest  Rate  Swap  Agreement  must be in full
                           force and effect with a notional  amount equal to the
                           sum of the  principal  balances  of such VPTN and any
                           other outstanding VPTNs;

         (E)               no Event of Servicing Termination shall have occurred
                           and be continuing;

         (F)               no Event of Default shall have occurred and be
                           continuing;

         (G)               the purchase price of the VPTN must be equal to par;
                           and

         (H)               the interest rate on the VPTN must not exceed
                           one-month LIBOR plus 1.50%.

         (iv) Promptly following the early termination of the Interest Rate Swap
Agreement due to a  Termination  Event or an Event of Default (as such terms are
defined in the Interest Rate Swap Agreement),  the  Administrator  agrees to use
reasonable efforts to cause the Issuer to enter into a replacement Interest Rate
Swap Agreement with an eligible swap counterparty.

         (v) Upon the occurrence of a downgrade of the Swap  Counterparty by the
Rating  Agencies or of a suspension or withdrawal of its ratings as described in
Section 6.13(f) of the Indenture,  within 30 days of such downgrade,  suspension
or withdrawal,  the Administrator agrees to cause the Issuer to require that the
Swap  Counterparty  either (i) deliver  collateral  acceptable  to the Issuer in
amounts  sufficient  to secure  its  obligations  under the  Interest  Rate Swap
Agreement,  (ii) assign its rights and obligations  under the Interest Rate Swap
Agreement  to a  replacement  counterparty  acceptable  to the  Issuer  or (iii)
establish other arrangements  necessary, if any, in each case so that the Rating
Agencies  confirm the ratings of the Class A Notes and VPTNs that were in effect
immediately  prior to such  downgrade,  suspension  or  withdrawal.  If the Swap
Counterparty is required to  collateralize  any Interest Rate Swap  transaction,
the  Administrator  shall send written  instructions to the Indenture Trustee to
establish  individual  collateral accounts and to hold any securities  deposited
therein in trust and  invest any cash  amounts  therein in  accordance  with the
provisions of the Interest Rate Swap Agreement.
(vi)  The  Administrator  shall  notify  the Swap  Counterparty  of any
proposed  amendment or supplement to this  Agreement or to any of the Indenture,
the Purchase Agreement, the Sale and Servicing Agreement or the Trust Agreement.
If such proposed  amendment or supplement would adversely affect any of the Swap
Counterparty's  rights or obligations  under the Interest Rate Swap Agreement or
modify the  obligations of, or impair the ability of the Issuer to fully perform
any  of  its  obligations   under,   the  Interest  Rate  Swap  Agreement,   the
Administrator  shall  obtain the consent of the Swap  Counterparty  prior to the
adoption of such  amendment or  supplement,  provided,  the Swap  Counterparty's
consent to any such amendment or supplement shall not be unreasonably  withheld,
and provided  further,  the Swap  Counterparty's  consent will be deemed to have
been  given if the Swap  Counterparty  does not  object in  writing  within  ten
Business Days of receipt of a written request for such consent.

         (vii) At least five days prior to the  effective  date of any  proposed
amendment or supplement to the Interest Rate Swap Agreement,  the  Administrator
shall provide the Rating  Agencies  with a copy of the amendment or  supplement.
Unless the amendment or supplement clarifies any term or provision, corrects any
inconsistency,  cures any ambiguity,  or corrects any typographical error in the
Interest  Rate Swap  Agreement,  an amendment or supplement to the Interest Rate
Swap Agreement will be effective  only after  satisfaction  of the Rating Agency
Condition.

         (viii) The  Administrator  shall be designated as the Calculation Agent
pursuant to the Interest Rate Swap Agreement and shall perform such calculations
and duties with respect thereto.  The Administrator  shall calculate and provide
written  notification to the Swap  Counterparty and to the Indenture  Trustee of
the notional amount of the Interest Rate Swap as of each Distribution Date on or
before  the  twelfth  day of the month of the  related  Distribution  Date.  The
Administrator  shall also obtain the  calculation of LIBOR from the  Calculation
Agent under the Indenture and shall  calculate the amount of all Swap  Payments,
Swap Receipts and Swap Termination  Payments payable on each Distribution  Date,
and shall provide written  notification of such amounts to the Swap Counterparty
and to the Indenture Trustee prior to such Distribution Date.

(c) Additional  Duties.  (i) In addition to the duties of the  Administrator set
forth above, the Administrator shall perform such calculations and shall prepare
or shall  cause the  preparation  by other  appropriate  persons  of,  and shall
execute  on behalf  of the  Issuer or the  Owner  Trustee,  all such  documents,
reports,  filings,  instruments,  certificates and opinions that it shall be the
duty of the Issuer or the Owner Trustee to prepare,  file or deliver pursuant to
the Related  Agreements,  and at the request of the Owner Trustee shall take all
appropriate  action  that it is the duty of the  Issuer or the Owner  Trustee to
take pursuant to the Related Agreements. Subject to Section 6 of this Agreement,
the Administrator shall administer, perform or supervise the performance of such
other  activities  in  connection  with the  Collateral  (including  the Related
Agreements)  as are not covered by any of the  foregoing  provisions  and as are
expressly  requested  by  the  Owner  Trustee  and  are  reasonably  within  the
capability of the Administrator.

(ii) Notwithstanding anything in this Agreement or the Related Agreements to the
contrary,  the Administrator  shall be responsible for performance of the duties
of the Owner  Trustee  set forth in  Section  3.2 of the  Trust  Agreement  with
respect  to   establishing   and   maintaining   a  Capital   Account  for  each
Certificateholder.

(iii)  Notwithstanding  anything in this Agreement or the Related  Agreements to
the contrary,  the Administrator shall be responsible for promptly notifying the
Owner  Trustee in the event that any  withholding  tax is imposed on the Trust's
payments (or  allocations of income) to a  Certificateholder  as contemplated in
Section 5.2(c) of the Trust Agreement.  Any such notice shall specify the amount
of any withholding tax required to be withheld by the Owner Trustee  pursuant to
such provision.

(iv) Notwithstanding anything in this Agreement or the Related Agreements to the
contrary,  the Administrator  shall be responsible for performance of the duties
of the Trust or the Owner Trustee set forth in Section 5.5(a), (b), (c) and (d),
the  penultimate  sentence  of  Section  5.5 and  Section  5.6(a)  of the  Trust
Agreement  with  respect  to,  among  other  things,  accounting  and reports to
Certificateholders.

(v) The  Administrator  will provide prior to August 1, 2000 a certificate of an
Authorized Officer in form and substance satisfactory to the Owner Trustee as to
whether any tax withholding is then required and, if required, the procedures to
be followed with respect  thereto to comply with the  requirements  of the Code.
The  Administrator  shall be required to update the letter in each instance that
any  additional  tax  withholding  is  subsequently  required or any  previously
required tax withholding shall no longer be required.

(vi) The Administrator  shall perform the duties of the Administrator  specified
in Section 10.2 of the Trust  Agreement  required to be performed in  connection
with the resignation or removal of the Owner Trustee or the Delaware Trustee and
any  other  duties  expressly  required  to be  performed  by the  Administrator
pursuant to the Trust Agreement.

(vii) In carrying out the foregoing duties or any of its other obligations under
this Agreement,  the Administrator may enter into transactions or otherwise deal
with  any of its  Affiliates;  provided,  however,  that  the  terms of any such
transactions  or dealings shall be in accordance  with any  directions  received
from the Issuer and shall be, in the Administrator's  opinion, no less favorable
to the Issuer than would be available from unaffiliated parties.
(d)  Non-Ministerial  Matters.  With respect to matters  that in the  reasonable
judgment of the Administrator are  non-ministerial,  the Administrator shall not
take any  action  unless  within a  reasonable  time  before  the taking of such
action, the Administrator  shall have notified the Owner Trustee of the proposed
action and the Owner  Trustee  shall not have  withheld  consent or  provided an
alternative   direction.   For   the   purpose   of  the   preceding   sentence,
"non-ministerial matters" shall include, without limitation:

(A)               the amendment of or any supplement to the Indenture;

(B)               the initiation of any claim or lawsuit by the Issuer and the
                  compromise  of any  action,  claim or  lawsuit  brought  by or
                  against  the  Issuer  (other  than  in  connection   with  the
                  collection of the Receivables or Permitted Investments);

(C)               the amendment, change or modification of the Related
                  Agreements;

(D)               the appointment of successor Note Registrars, successor Note
                  Paying Agents and successor Indenture Trustees pursuant to the
                  Indenture or the  appointment of successor  Administrators  or
                  Successor  Servicers,  or the consent to the assignment by the
                  Note Registrar,  Note Paying Agent or Indenture Trustee of its
                  obligations under the Indenture; and

(E)               the removal of the Indenture Trustee.

(ii)   Notwithstanding   anything  to  the  contrary  in  this  Agreement,   the
Administrator shall not be obligated to, and shall not, (x) make any payments to
the  Noteholders  under the Related  Agreements,  (y) sell the  Indenture  Trust
Estate  pursuant to Section 5.4 of the  Indenture  or (z) take any other  action
that the Issuer directs the Administrator not to take on its behalf.

3.  Records.  The Administrator shall maintain  appropriate books of account and
records relating to services performed hereunder, which books of account and
records shall be accessible for inspection by the Issuer and the Seller at any
time during normal business hours.

4.  Compensation.  As compensation for the performance of the Administrator's
obligations under this Agreement and, as reimbursement for its expenses related
thereto, the Administrator shall be entitled to $2,500 annually which shall be
solely an obligation of the Seller.

5.  Additional Information To Be Furnished to the Issuer.  The Administrator
shall furnish to the Issuer from time to time such additional information
regarding the Collateral as the Issuer shall reasonably request.

6. Independence of the  Administrator.  For all purposes of this Agreement,  the
Administrator shall be an independent contractor and shall not be subject to the
supervision  of the Issuer or the Owner  Trustee  with  respect to the manner in
which it  accomplishes  the  performance of its  obligations  hereunder.  Unless
expressly authorized by the Issuer, the Administrator shall have no authority to
act for or  represent  the Issuer or the Owner  Trustee in any way and shall not
otherwise be deemed an agent of the Issuer or the Owner Trustee.

7. No Joint Venture.  Nothing  contained in this Agreement (i) shall  constitute
the  Administrator  and either of the Issuer or the Owner  Trustee as members of
any partnership, joint venture, association,  syndicate, unincorporated business
or other  separate  entity,  (ii) shall be construed to impose any  liability as
such on any of them or  (iii)  shall  be  deemed  to  confer  on any of them any
express,  implied or apparent  authority to incur any obligation or liability on
behalf of the others.

8.  Other  Activities  of  Administrator.   Nothing  herein  shall  prevent  the
Administrator  or its  Affiliates  from engaging in other  businesses or, in its
sole discretion,  from acting in a similar capacity as an administrator  for any
other  person or entity even though such person or entity may engage in business
activities  similar to those of the Issuer,  the Owner  Trustee or the Indenture
Trustee.

9. Term of Agreement; Resignation and Removal of Administrator.  (a)  This
Agreement shall continue in force until the termination of the Issuer in
accordance with Section 9.1 of the Trust Agreement, upon which event this
Agreement shall automatically terminate.

(b) Subject to Sections 9(e) and 9(f), the  Administrator  may resign its duties
hereunder by providing  the Issuer with at least sixty (60) days' prior  written
notice.

(c) Subject to  Sections  9(e) and 9(f),  at the sole option of the Issuer,  the
Administrator may be removed immediately upon written notice of termination from
the Issuer to the Administrator if any of the following events shall occur:
(i)               the  Administrator  shall default in the performance of any of
                  its duties  under this  Agreement  and,  after  notice of such
                  default, shall not cure such default within ten (10) days (or,
                  if such default  cannot be cured in such time,  shall not give
                  within  ten  (10)  days  such  assurance  of cure as  shall be
                  reasonably satisfactory to the Issuer);

(ii)              a court  having  jurisdiction  in the  premises  shall enter a
                  decree or order for relief, and such decree or order shall not
                  have been vacated  within  sixty (60) days,  in respect of the
                  Administrator  in any  involuntary  case under any  applicable
                  bankruptcy,  insolvency  or other similar law now or hereafter
                  in  effect  or  appoint  a  receiver,  liquidator,   assignee,
                  custodian,  trustee,  sequestrator or similar official for the
                  Administrator or any substantial part of its property or order
                  the winding-up or liquidation of its affairs; or

(iii)              the Administrator shall commence a voluntary case under any
                  applicable bankruptcy, insolvency or other similar law now or
                  hereafter in effect, shall consent to the entry of an order
                  for relief in an involuntary case under any such law, shall
                  consent to the appointment of a receiver, liquidator,
                  assignee, trustee, custodian, sequestrator or similar official
                  for the Administrator or any substantial part of its property,
                  shall consent to the taking of possession by any such official
                  of any substantial part of its property, shall make any
                  general assignment for the benefit of creditors or shall fail
                  generally to pay its debts as they become due.

         The Administrator agrees that if any of the events specified in clauses
(ii) or (iii) of this  Section 9(c) shall  occur,  it shall give written  notice
thereof to the Issuer and the Indenture  Trustee within seven (7) days after the
happening of such event.

(d) No  resignation or removal of the  Administrator  pursuant to this Section 9
shall be effective until a successor  Administrator shall have been appointed by
the Issuer and such successor  Administrator  shall have agreed in writing to be
bound by the terms of this Agreement in the same manner as the  Administrator is
bound hereunder. The Issuer shall provide written notice of any such resignation
or removal to the Indenture Trustee, with a copy to the Rating Agencies.

(e) The appointment of any successor Administrator shall be effective only after
satisfaction  of the  Rating  Agency  Condition  with  respect  to the  proposed
appointment.

(f) Subject to Sections 9(d) and 9(e), the Administrator  acknowledges that upon
the  appointment  of a successor  Servicer  pursuant  to the Sale and  Servicing
Agreement,  the  Administrator  shall  immediately  resign  and  such  successor
Servicer shall automatically become the Administrator under this Agreement.

10. Action upon Termination, Resignation or Removal. Promptly upon the effective
date  of  termination  of  this  Agreement  pursuant  to  Section  9(a)  or  the
resignation  or removal of the  Administrator  pursuant to Section  9(b) or (c),
respectively,  the  Administrator  shall  be  entitled  to be paid  all fees and
reimbursable   expenses  accruing  to  it  to  the  date  of  such  termination,
resignation or removal.  The Administrator shall forthwith upon such termination
pursuant to Section 9(a) deliver to the Issuer all property and  documents of or
relating  to the  Collateral  then in the custody of the  Administrator.  In the
event of the  resignation  or removal of the  Administrator  pursuant to Section
9(b) or (c), respectively, the Administrator shall cooperate with the Issuer and
take all  reasonable  steps  requested to assist the Issuer in making an orderly
transfer of the duties of the Administrator.
11.  Notices.  Any notice, report or other communication given hereunder shall
be in writing and addressed of follows:

(a)               if to the Issuer or the Owner Trustee, to:

                  Ford Credit Auto Owner Trust 2000-D
                  c/o The Bank of New York
                  101 Barclay Street, Floor 12 East
                  New York, New York  10286
                  Attention: Asset-Backed Finance Unit
                  Telephone:  (212) 815-5731
                  Facsimile:  (212) 815-5544

(b)               if to the Administrator, to:

                  Ford Motor Credit Company
                  One American Road
                  Dearborn, Michigan  48126
                  Attention: Richard P. Conrad
                  Telephone: (313) 594-7765
                  Facsimile: (313) 248-7613

(c)               if to the Indenture Trustee, to:

                  The Chase Manhattan Bank
                  Corporate Trust Administration
                  450 West 33rd Street, 14th floor
                  New York, New York  10001
                  Attention:  Michael A. Smith
                  Telephone:  (212) 946-3346
                  Facsimile:  (212) 946-8158

or to such other  address as any party shall have  provided to the other parties
in writing. Any notice required to be in writing hereunder shall be deemed given
if such notice is mailed by certified mail,  postage prepaid,  or hand-delivered
to the address of such party as provided above.

12. Amendments. (a) This Agreement may be amended from time to time by a written
amendment duly executed and delivered by the Issuer,  the  Administrator and the
Indenture  Trustee,  with the written consent of the Owner Trustee,  without the
consent of the Noteholders and the Certificateholders, for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of the Noteholders or
Certificateholders;  provided that such  amendment  will not, as set forth in an
Opinion of Counsel  satisfactory to the Indenture Trustee and the Owner Trustee,
materially   and   adversely   affect  the   interest  of  any   Noteholder   or
Certificateholder.  This  Agreement  may  also be  amended  by the  Issuer,  the
Administrator  and the Indenture  Trustee with the written  consent of the Owner
Trustee and the Noteholders of Notes  evidencing not less than a majority of the
Notes Outstanding and the Certificateholders of Certificates evidencing not less
than a majority of the Aggregate  Certificate  Balance for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of Noteholders or the
Certificateholders;  provided,  however,  that no such amendment may increase or
reduce in any  manner  the  amount  of, or  accelerate  or delay the  timing of,
collections of payments on Receivables or distributions  that are required to be
made for the  benefit of the  Noteholders  or  Certificateholders  or reduce the
aforesaid  percentage  of  the  Noteholders  and  Certificateholders  which  are
required  to  consent  to  any  such  amendment,  without  the  consent  of  the
Noteholders of all the Notes Outstanding and  Certificateholders of Certificates
evidencing all of the Aggregate Certificate Balance.

                  (b)  Upon  any  proposed   amendment  or  supplement  to  this
Agreement  pursuant to this Section 12, if such proposed amendment or supplement
would  adversely  affect any of the Swap  Counterparty's  rights or  obligations
under the Interest Rate Swap Agreement or modify the  obligations  of, or impair
the ability of the Issuer to fully  perform any of its  obligations  under,  the
Interest Rate Swap Agreement, then the Administrator shall obtain the consent of
the Swap  Counterparty  prior to the adoption of such  amendment or  supplement,
provided the Swap Counterparty's consent shall not be unreasonably withheld, and
provided,  further, the Swap Counterparty's  consent will be deemed to have been
given if the Swap  Counterparty  does not object in writing  within ten Business
Days of receipt of a written request for such consent.
13.  Successors  and  Assigns.  This  Agreement  may  not  be  assigned  by  the
Administrator  unless such  assignment is previously  consented to in writing by
the Issuer and the Owner Trustee and subject to the  satisfaction  of the Rating
Agency  Condition  in respect  thereof.  An  assignment  with such  consent  and
satisfaction,  if accepted by the assignee, shall bind the assignee hereunder in
the same manner as the  Administrator  is bound hereunder.  Notwithstanding  the
foregoing,  this  Agreement  may be  assigned by the  Administrator  without the
consent  of  the  Issuer  or  the  Owner  Trustee  to  a  corporation  or  other
organization  that is a  successor  (by  merger,  consolidation  or  purchase of
assets) to the Administrator; provided that such successor organization executes
and  delivers to the Issuer,  the Owner  Trustee  and the  Indenture  Trustee an
agreement in which such  corporation  or other  organization  agrees to be bound
hereunder  by  the  terms  of  said   assignment  in  the  same  manner  as  the
Administrator is bound hereunder. Subject to the foregoing, this Agreement shall
bind any successors or assigns of the parties hereto.

14. Governing Law.  This agreement shall be construed in accordance with the
laws of the State of New York, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.

15. Headings.  The Section headings hereof have been inserted for convenience of
reference only and shall not be construed to affect the meaning, construction
or effect of this Agreement.

16. Counterparts.  This Agreement may be executed in counterparts, each of which
when so executed shall be an original, but all of which together shall
constitute but one and the same agreement.

17.  Severability.  Any  provision  of  this  Agreement  that is  prohibited  or
unenforceable  in any  jurisdiction  shall be  ineffective to the extent of such
prohibition or unenforceability  without  invalidating the remaining  provisions
hereof and any such prohibition or  unenforceability  in any jurisdiction  shall
not invalidate or render unenforceable such provision in any other jurisdiction.

18.  Not Applicable to Ford Credit in Other Capacities.  Nothing in this
Agreement shall affect any right or obligation Ford Credit may have in any other
capacity.

19.  Limitation  of  Liability  of Owner  Trustee  and  Indenture  Trustee.  (a)
Notwithstanding  anything contained herein to the contrary,  this instrument has
been  signed  on  behalf  of the  Issuer  by The  Bank  of New  York  not in its
individual  capacity but solely in its  capacity as Owner  Trustee of the Issuer
and in no event  shall The Bank of New York in its  individual  capacity  or any
beneficial  owner of the  Issuer  have any  liability  for the  representations,
warranties,  covenants, agreements or other obligations of the Issuer hereunder,
as to all of which recourse shall be had solely to the assets of the Issuer. For
all purposes of this Agreement,  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 the Trust Agreement.

(b)  Notwithstanding  anything contained herein to the contrary,  this Agreement
has  been  countersigned  by The  Chase  Manhattan  Bank  not in its  individual
capacity  but  solely  as  Indenture  Trustee  and in no event  shall  The Chase
Manhattan  Bank  have  any  liability  for  the   representations,   warranties,
covenants,  agreements or other obligations of the Issuer hereunder or in any of
the certificates,  notices or agreements delivered pursuant hereto, as to all of
which recourse shall be had solely to the assets of the Issuer.

20.  Third-Party  Beneficiary.  The Owner  Trustee and the Delaware  Trustee are
third-party  beneficiaries  to this Agreement and are entitled to the rights and
benefits hereunder and may enforce the provisions hereof as if they were parties
hereto.
21. Nonpetition  Covenants.  (a)  Notwithstanding  any prior termination of this
Agreement,  the Seller,  the  Administrator,  the Owner  Trustee,  the  Delaware
Trustee and the Indenture Trustee shall not, prior to the date which is one year
and one day after the  termination of this Agreement with respect to the Issuer,
acquiesce,  petition  or  otherwise  invoke  or cause the  Issuer to invoke  the
process of any court or  government  authority  for the purpose of commencing or
sustaining  a case  against the Issuer  under any  federal or State  bankruptcy,
insolvency  or similar  law or  appointing  a  receiver,  liquidator,  assignee,
trustee, custodian,  sequestrator or other similar official of the Issuer or any
substantial  part of its property,  or ordering the winding up or liquidation of
the affairs of the Issuer.

                  (b)  Notwithstanding  any prior termination of this Agreement,
the Issuer, the Administrator,  the Owner Trustee,  the Delaware Trustee and the
Indenture  Trustee  shall  not,  prior to the date which is one year and one day
after the  termination of this Agreement with respect to the Seller,  acquiesce,
petition  or  otherwise  invoke or cause the  Seller or the  General  Partner to
invoke  the  process of any court or  government  authority  for the  purpose of
commencing or sustaining a case against the Seller or the General  Partner under
any  federal or State  bankruptcy,  insolvency  or similar law or  appointing  a
receiver,  liquidator,  assignee,  trustee,  custodian,  sequestrator  or  other
similar official of the Seller or the General Partner or any substantial part of
their  respective  property,  or ordering the winding up or  liquidation  of the
affairs of the Seller or the General Partner.
IN WITNESS WHEREOF,  the parties have caused this Agreement to
be duly executed and delivered as of the day and year first above written.

                       FORD CREDIT AUTO OWNER TRUST 2000-D

                       By:     THE BANK OF NEW YORK,
                               not in its individual
                               capacity but solely as
                               Owner Trustee

                               By:
                             Name:
                            Title:

                       THE CHASE MANHATTAN BANK, not
                       in its individual capacity but
                       solely as Indenture Trustee

                               By:
                             Name:
                            Title:

                        FORD MOTOR CREDIT COMPANY,
                        as Administrator

                               By:
                             Name:
                            Title:
APPENDIX A

                              Definitions and Usage
Exhibit 99.3

                               PURCHASE AGREEMENT

                  This  PURCHASE  AGREEMENT  (as  from  time  to  time  amended,
supplemented or otherwise  modified and in effect,  this "Agreement") is made as
of the 1st day of July  2000,  by and  between  FORD  MOTOR  CREDIT  COMPANY,  a
Delaware  corporation (the "Seller"),  having its principal  executive office at
One American Road,  Dearborn,  Michigan 48121,  and FORD CREDIT AUTO RECEIVABLES
TWO L.P., a Delaware limited partnership (the "Purchaser"), having its principal
executive office at One American Road, Dearborn, Michigan 48126.

                  WHEREAS,  in the regular  course of its  business,  the Seller
purchases certain motor vehicle retail installment sale contracts secured by new
and used automobiles and light trucks from motor vehicle dealers.

                  WHEREAS,  the Seller and the  Purchaser  wish to set forth the
terms  pursuant to which the  Receivables  and related  property are to be sold,
transferred,  assigned and  otherwise  conveyed by the Seller to the  Purchaser,
which Receivables will be transferred by the Purchaser  pursuant to the Sale and
Servicing  Agreement  to the Ford Credit  Auto Owner Trust  2000-D to be created
pursuant to the Trust  Agreement,  which Trust will issue notes  secured by such
Receivables and certain other property of the Trust,  pursuant to the Indenture,
and  will  issue  certificates   representing   beneficial   interests  in  such
Receivables  and  certain  other  property  of the Trust,  pursuant to the Trust
Agreement.

                  NOW, THEREFORE, in consideration of the foregoing,  other good
and valuable consideration, and the mutual terms and covenants contained herein,
the parties hereto agree as follows:

                                    ARTICLE I

                              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.  The term  "Seller"  herein shall mean Ford Motor Credit
Company.

                                   ARTICLE II

                    CONVEYANCE AND ACQUISITION OF RECEIVABLES

                  2.1      Conveyance and Acquisition of Receivables

                  On the Closing  Date,  subject to the terms and  conditions of
this  Agreement,  the Seller agrees to sell to the Purchaser,  and the Purchaser
agrees to  purchase  from the Seller,  the  Receivables  and the other  property
relating thereto (as defined below).

         (a) Conveyance of Purchased Property.  Effective as of the Closing Date
and simultaneously with the transactions pursuant to the Indenture, the Sale and
Servicing Agreement and the Trust Agreement, the Seller hereby sells, transfers,
assigns and otherwise  conveys to the Purchaser,  without  recourse,  all right,
title and interest of the Seller,  whether now owned or hereafter  acquired,  in
and  to  the  following  (collectively,   the  "Purchased  Property"):  (i)  the
Receivables;  (ii) 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);  (iii)  the  security  interests  in the  Financed
Vehicles granted by Obligors  pursuant to the Receivables and any other interest
of the Seller in the Financed  Vehicles;  (iv) 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; (v) Dealer Recourse; (vi) all of the Seller's rights to the Receivable
Files;  (vii) payments and proceeds with respect to the Receivables  held by the
Seller;  (viii)  all  property  (including  the  right  to  receive  Liquidation
Proceeds)  securing a  Receivable  (other than a Receivable  repurchased  by the
Seller);  (ix)  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 (x) 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.

         (b)  Receivables  Purchase Price.  In  consideration  for the Purchased
Property described in Section 2.1(a) hereof, the Purchaser shall, on the Closing
Date, pay to the Seller the Receivables  Purchase Price. As detailed on Schedule
B hereto, the portion of the Receivables Purchase Price to be paid in cash is an
amount  equal  to the net  cash  proceeds  from  the  sale of the  Notes  to the
Underwriters pursuant to the Underwriting  Agreement plus the amount of the cash
capital  contribution  by the General  Partner to the  Purchaser  on the Closing
Date,  minus  the  Reserve  Initial  Deposit.   The  remaining  portion  of  the
Receivables Purchase Price  ($156,047,872.18)  shall be deemed paid and returned
to the Purchaser and shall be considered a contribution to capital.  The portion
of the  Receivables  Purchase  Price to be paid in cash shall be paid by federal
wire transfer (same day) funds.
(c) It is understood that the absolute sale,  transfer,  assignment and
conveyance of the Purchased  Property by the Seller to the Purchaser pursuant to
this  Agreement  shall be without  recourse  and the Seller  does not  guarantee
collection  of any  Receivable,  provided,  however,  that such sale,  transfer,
assignment  and  conveyance  shall be made pursuant to and in reliance on by the
Purchaser of the  representations  and  warranties of the Seller as set forth in
Section 3.2(b) hereof.

2.2 The  Closing.  The  sale,  assignment,  conveyance  and  acquisition  of the
Purchased  Property shall take place at a closing (the "Closing") at the offices
of Skadden,  Arps,  Slate,  Meagher & Flom LLP, Four Times Square,  New York, NY
10036-6522 on the Closing Date,  simultaneously with the closings under: (a) the
Sale and Servicing  Agreement pursuant to which the Purchaser will assign all of
its right, title and interest in, to and under the Receivables and certain other
property to the Trust in exchange  for the Notes and the  Certificates;  (b) the
Indenture,  pursuant  to which the Trust  will issue the Notes and pledge all of
its right, title and interest in, to and under the Receivables and certain other
property  to secure the Notes;  (c) the Trust  Agreement,  pursuant to which the
Trust will issue the Certificates;  (d) the Underwriting Agreement,  pursuant to
which the Purchaser will sell to the Underwriters  the  Underwritten  Securities
and (e) the Interest Rate Swap Agreement, pursuant to which the Trust will agree
to pay to the swap  counterparty  a fixed  rate and the swap  counterparty  will
agree to pay to the Trust a floating  rate,  on the  notional  amount  described
therein.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

3.1    Representations and Warranties of the Purchaser.  The Purchaser hereby
represents and warrants to the Seller as of the date hereof and as of the
Closing Date:

         (a)  Organization,  etc. The Purchaser  has been duly  organized and is
validly existing as a limited partnership in good standing under the laws of the
State of Delaware,  and has full power and authority to execute and deliver this
Agreement and to perform the terms and provisions hereof and thereof.

         (b) Due  Authorization  and No Violation.  This Agreement has been duly
authorized,  executed and delivered by the Purchaser,  and is the legal,  valid,
binding and  enforceable  obligation of the Purchaser  except as the same may be
limited by insolvency,  bankruptcy,  reorganization or other laws relating to or
affecting the enforcement of creditors' rights or by general equity principles.

         (c) No Conflicts. The consummation of the transactions  contemplated by
this Agreement,  and the fulfillment of the terms hereof, will not conflict with
or  result in a breach of any of the terms or  provisions  of, or  constitute  a
default  under  (in each  case  material  to the  Purchaser),  or  result in the
creation or imposition of any lien, charge or encumbrance (in each case material
to the Purchaser)  upon any of the property or assets of the Purchaser  pursuant
to the  terms  of any  indenture,  mortgage,  deed  of  trust,  loan  agreement,
guarantee,  lease financing  agreement or similar  agreement or instrument under
which the Purchaser is a debtor or guarantor, nor will such action result in any
violation of the  provisions of the  Certificate  of Limited  Partnership or the
Limited Partnership Agreement of the Purchaser.

         (d) No Proceedings. No legal or governmental proceedings are pending to
which the  Purchaser is a party or of which any property of the Purchaser is the
subject,  and no such proceedings are threatened or contemplated by governmental
authorities or threatened by others,  other than such proceedings which will not
have a material adverse effect upon the general affairs, financial position, net
worth or results of  operations  (on an annual  basis) of the Purchaser and will
not  materially  and adversely  affect the  performance  by the Purchaser of its
obligations under, or the validity and enforceability of, this Agreement.

         (e)      Fair Market Value.  The Purchaser has determined that the
Receivables Purchase Price paid by it for the Purchased Property on the Closing
Date is equal to the fair market value for the Purchased Property.
3.2      Representations and Warranties of the Seller.

         (a)      The Seller hereby represents and warrants to the Purchaser as
of the date hereof and as of the Closing Date:

(i)      Organization, etc. The Seller has been duly incorporated and is validly
         existing as a corporation  in good standing under the laws of the State
         of Delaware,  and is duly qualified to transact business and is in good
         standing in each  jurisdiction in the United States of America in which
         the conduct of its business or the  ownership of its property  requires
         such qualification.

(ii)     Power and Authority; Due Authorization;  Enforceability. The Seller has
         full power and authority to convey and assign the property conveyed and
         assigned to the Purchaser  hereunder and has duly  authorized such sale
         and assignment to the Purchaser by all necessary corporate action. This
         Agreement  has been duly  authorized,  executed  and  delivered  by the
         Seller and shall constitute the legal,  valid,  binding and enforceable
         obligation  of  the  Seller  except  as the  same  may  be  limited  by
         insolvency,  bankruptcy,  reorganization  or other laws  relating to or
         affecting the  enforcement  of creditors'  rights or by general  equity
         principles.

(iii)      No Violation.  The consummation of the transactions contemplated by
           this Agreement, and the fulfillment of the terms hereof, will not
           conflict with or result in a breach of any of the terms or provisions
           of, or constitute a default under (in each case material to the
           Seller and its subsidiaries considered as a whole), or result in the
           creation or imposition of any lien, charge or encumbrance (in each
           case material to the Seller and its subsidiaries considered as a
           whole) upon any of the property or assets of the Seller pursuant
           to the terms of, any indenture, mortgage, deed of trust, loan
           agreement, guarantee, lease financing agreement or similar agreement
           or instrument under which the Seller is a debtor or guarantor, nor
           will such action result in any violation of the provisions of the
           certificate of incorporation or the by-laws of the Seller.

(iv)     No  Proceedings.  No legal or  governmental  proceedings are pending to
         which the Seller is a party or of which any  property  of the Seller is
         the subject,  and no such proceedings are threatened or contemplated by
         governmental  authorities  or  threatened  by  others,  other than such
         proceedings  which will not have a  material  adverse  effect  upon the
         general affairs, financial position, net worth or results of operations
         (on an annual basis) of the Seller and its subsidiaries considered as a
         whole and will not materially and adversely  affect the  performance by
         the Seller of its obligations under, or the validity and enforceability
         of, this Agreement.

         (b) The Seller makes the following representations and warranties as to
the Receivables on which the Purchaser relies in accepting the Receivables. Such
representations  and warranties  speak as of the Closing Date, but shall survive
the transfer,  assignment and conveyance of the Receivables to the Purchaser and
the  subsequent  assignment  and transfer to the Trust  pursuant to the Sale and
Servicing  Agreement and the pledge thereof to the Indenture Trustee pursuant to
the Indenture:

         (i) Characteristics of Receivables. Each Receivable (a) shall have been
         originated  in the United  States of America by a Dealer for the retail
         sale of a Financed  Vehicle  in the  ordinary  course of such  Dealer's
         business,  shall have been fully and  properly  executed by the parties
         thereto,  shall have been  purchased  either  (X) by the Seller  from a
         Dealer  under an existing  dealer  agreement  with the Seller and shall
         have been  validly  assigned  by such  Dealer  to the  Seller or (Y) by
         PRIMUS  from a Dealer  or other  finance  source  (provided  that  such
         purchase  relates to an individual  Receivable and not a bulk purchase)
         under an existing  agreement  with  PRIMUS and shall have been  validly
         assigned  by such  Dealer or other  finance  source to PRIMUS and shall
         have been  validly  assigned  by PRIMUS to the  Seller in the  ordinary
         course of  business,  (b) shall have  created or shall  create a valid,
         subsisting,  and enforceable  first priority security interest in favor
         of the Seller in the Financed Vehicle, which security interest shall be
         assignable by the Seller to the Purchaser,  (c) shall contain customary
         and  enforceable  provisions  such that the rights and  remedies of the
         holder thereof shall be adequate for realization against the collateral
         of the benefits of the  security,  (d) shall  provide for level monthly
         payments  (provided  that the payment in the first or last month in the
         life of the  Receivable  may be  minimally  different  from  the  level
         payment) that fully amortize the Amount  Financed by maturity and yield
         interest at the Annual  Percentage  Rate, (e) shall provide for, in the
         event that such contract is prepaid,  a prepayment  that fully pays the
         Principal  Balance,  and (f) is an  Actuarial  Receivable  or a  Simple
         Interest Receivable.
(ii) Schedule of Receivables. The information set forth in the Schedule
         of Receivables shall be true and correct in all material respects as of
         the opening of business on the Cutoff Date, and no selection procedures
         believed  to be adverse to the  Noteholders  or the  Certificateholders
         shall  have been  utilized  in  selecting  the  Receivables  from those
         receivables which meet the criteria contained herein. The computer tape
         or other  listing  regarding  the  Receivables  made  available  to the
         Purchaser and its assigns is true and correct in all material respects.

         (iii) Compliance with Law. Each Receivable and the sale of the Financed
         Vehicle shall have  complied at the time it was  originated or made and
         at the  execution  of  this  Agreement  shall  comply  in all  material
         respects with all requirements of applicable federal,  State, and local
         laws, and regulations thereunder,  including, without limitation, usury
         laws, the Federal  Truth-in-Lending  Act, the Equal Credit  Opportunity
         Act, the Fair Credit Reporting Act, the Fair Debt Collection  Practices
         Act, the Federal Trade Commission Act, the Magnuson-Moss  Warranty Act,
         the Federal Reserve Board's  Regulations B and Z, and State adaptations
         of the National  Consumer Act and of the Uniform  Consumer Credit Code,
         and  other  consumer  credit  laws and  equal  credit  opportunity  and
         disclosure laws.

         (iv) Binding  Obligation.  Each Receivable shall represent the genuine,
         legal,   valid,   and  binding  payment   obligation  of  the  Obligor,
         enforceable by the holder thereof in accordance  with its terms subject
         to the  effect  of  bankruptcy,  insolvency,  reorganization,  or other
         similar laws affecting the enforcement of creditors' rights generally.

(v)               No Government Obligor.  None of the Receivables shall be due
         from the United States of America or any State or from any agency,
         department, or instrumentality of the United States of America, any
         State or political subdivision of either thereof.

(vi)     Security  Interest  in  Financed  Vehicle.  Immediately  prior  to  the
         transfer,  assignment and conveyance thereof,  each Receivable shall be
         secured by a first priority, validly perfected security interest in the
         Financed  Vehicle  in  favor  of the  Seller  as  secured  party or all
         necessary and appropriate  actions shall have been commenced that would
         result in a first priority,  validly perfected security interest in the
         Financed Vehicle in favor of the Seller as secured party.

(vii)    Receivables  in  Force.  No  Receivable   shall  have  been  satisfied,
         subordinated,  or rescinded,  nor shall any Financed  Vehicle have been
         released from the lien granted by the related Receivable in whole or in
         part.

(viii)     No Waiver.  No provision of a Receivable shall have been waived.

(ix)       No Defenses.  No right of rescission, setoff, counterclaim, or
         defense shall have been asserted or
         threatened with respect to any Receivable.

(x)      No Liens.  To the best of the  Seller's  knowledge,  no liens or claims
         shall have been  filed for work,  labor,  or  materials  relating  to a
         Financed  Vehicle  that  shall be liens  prior to, or equal  with,  the
         security interest in the Financed Vehicle granted by the Receivable.

(xi)     No Default.  Except for payment defaults continuing for a period of not
         more than thirty (30) days as of the Cutoff Date,  no default,  breach,
         violation,  or event  permitting  acceleration  under  the terms of any
         Receivable shall have occurred;  and no continuing  condition that with
         notice  or the  lapse  of time  would  constitute  a  default,  breach,
         violation,  or event  permitting  acceleration  under  the terms of any
         Receivable shall have arisen; and the Seller shall not waive any of the
         foregoing.

(xii)    Insurance.  With respect to each Receivable,  the Seller, in accordance
         with its  customary  standards,  policies  and  procedures,  shall have
         determined that, as of the date of origination of each Receivable,  the
         Obligor had  obtained  or agreed to obtain  physical  damage  insurance
         covering the Financed Vehicle.

(xiii)            Title.  It is the intention of the Seller that the transfer
         and assignment herein contemplated
         constitute an absolute sale, transfer, assignment and conveyance of the
         Receivables from the Seller to the
         Purchaser and that the beneficial interest in and title to the
         Receivables not be part of the Seller's estate
         in the event of the filing of a bankruptcy petition by or against the
         Seller under any bankruptcy law.  No
         Receivable has been sold, transferred, assigned, conveyed or pledged by
         the Seller to any Person other than
         the Purchaser.  Immediately prior to the transfer and assignment herein
         contemplated, the Seller had good and
         marketable title to each Receivable free and clear of all Liens,
         encumbrances, security interests,
         participations and rights of others (limited, in the case of mechanics'
         liens, tax liens and liens attaching
         to the related Receivables by operation of law, to the best of the
         Seller's knowledge) and, immediately upon
         the transfer thereof, the Purchaser shall have good and marketable
         title to each Receivable, free and clear
         of all Liens, encumbrances, security interests, participations and
         rights of others; and the transfer of the
         Purchased Property has been perfected under the UCC.
(xiv)    Valid Assignment. No Receivable shall have been originated in, or shall
         be  subject  to the laws of,  any  jurisdiction  under  which the sale,
         transfer,  assignment  and  conveyance  of such  Receivable  under this
         Agreement  or pursuant to  transfers  of the Notes or the  Certificates
         shall be unlawful,  void, or voidable.  The Seller has not entered into
         any  agreement  with any account  debtor that  prohibits,  restricts or
         conditions the assignment of any portion of the Receivables.

(xv)     All Filings  Made.  All filings  (including,  without  limitation,  UCC
         filings)  necessary in any  jurisdiction  to give the Purchaser a first
         priority, validly perfected ownership interest in the Receivables shall
         have been made.

(xvi)             Chattel Paper.  Each Receivable constitutes "chattel paper"
         as defined in the UCC.

(xvii)            One Original.  There shall be only one original executed copy
         of each Receivable.  The Seller, or its custodian, has possession of
         such original with respect to each Receivable.

(xviii)           New and Used Vehicles.  70.00% of the aggregate Principal
         Balance of the Receivables, constituting 62.72% of the number of
         Receivables, as of the Cutoff Date, represent vehicles financed at new
         vehicle rates, and the remainder of the Receivables represent vehicles
         financed at used vehicle rates.

(xix)             Amortization Type.  By aggregate Principal Balance as of the
         Cutoff Date, 0.32% of the Receivables
         constitute Actuarial Receivables and 99.68% of the Receivables
         constitute Simple Interest Receivables.

(xx)                Origination.  Each Receivable shall have an origination
         date on or after July 1, 1998.

(xxi)    PRIMUS. 12.24% of the aggregate Principal Balance of the Receivables as
         of the Cutoff Date represent Receivables  originated through PRIMUS and
         assigned to the Seller,  and 87.76% of the aggregate  Principal Balance
         of the  Receivables  as of the Cutoff Date represent  Receivables  that
         were originated through Ford Credit (excluding PRIMUS).

(xxii)            Maturity of Receivables.  Each Receivable shall have an
         original maturity of not greater than sixty
         (60) months.

(xxiii)           Annual Percentage Rate.  The Annual Percentage Rate of each
         Receivable shall be not less than 1.90%
         and not greater than 20.00%.

(xxiv)   Scheduled  Payments.  Each  Receivable  shall  have a  first  Scheduled
         Payment due, in the case of Actuarial Receivables, or a first scheduled
         due date, in the case of Simple  Interest  Receivables,  on or prior to
         July 31, 2000 and no Receivable  shall have a payment that is more than
         thirty (30) days overdue as of the Cutoff Date.

(xxv)             Location of Receivable Files.  The Receivable Files shall be
         kept at one or more of the locations
         listed in Schedule A-1 hereto or the offices of one of the custodians
         specified in Schedule A-2 hereto.

(xxvi)   No  Extensions.  The  number  of  Scheduled  Payments,  in the  case of
         Actuarial  Receivables,  and the number of scheduled due dates,  in the
         case of Simple Interest Receivables, shall not have been extended on or
         before the Cutoff Date on any Receivable.

(xxvii)  Other Data.  The numerical data relating to the characteristics of the
         Receivables contained in the
         Prospectus are true and correct in all material respects.

(xxviii) Agreement.  The representations and warranties in this Agreement shall
         be true.
(xxix)            No Receivables Originated in Alabama or Pennsylvania.  No
         Receivable shall have been originated in
         Alabama or Pennsylvania.

         (c) The Seller  has  determined  that the  Receivables  Purchase  Price
received by it for the  Purchased  Property on the Closing  Date is equal to the
fair market value for the Purchased Property.

                                   ARTICLE IV

                                   CONDITIONS

4.1      Conditions to Obligation of the Purchaser.  The obligation of the
Purchaser to purchase the Receivables is subject to the satisfaction of the
following conditions:

         (a)  Representations  and  Warranties  True.  The  representations  and
warranties of the Seller hereunder shall be true and correct on the Closing Date
with the same effect as if then made,  and the Seller shall have  performed  all
obligations to be performed by it hereunder on or prior to the Closing Date.

         (b) Computer Files Marked. The Seller, at its own expense,  on or prior
to the Closing Date,  shall indicate in its computer  files,  in accordance with
its customary standards, policies and procedures, that the Receivables have been
conveyed to the  Purchaser  pursuant to this  Agreement and shall deliver to the
Purchaser the Schedule of  Receivables  certified by an officer of the Seller to
be true, correct and complete.

         (c)      Documents to be Delivered by the Seller at the Closing.

                  (i)      The Assignment.  On the Closing Date, the Seller will
         execute and deliver the Assignment.
         The Assignment shall be substantially in the form of Exhibit A hereto.

                  (ii) Evidence of UCC Filing.  On or prior to the Closing Date,
         the Seller shall record and file, at its own expense, a UCC-1 financing
         statement in each  jurisdiction  in which  required by applicable  law,
         executed by the Seller, as seller or debtor,  and naming the Purchaser,
         as purchaser or secured  party,  naming the  Receivables  and the other
         property  conveyed  hereunder,  meeting the requirements of the laws of
         each such  jurisdiction  and in such manner as is  necessary to perfect
         the transfer,  assignment  and  conveyance of such  Receivables  to the
         Purchaser.  The Seller  shall  deliver a  file-stamped  copy,  or other
         evidence satisfactory to the Purchaser of such filing, to the Purchaser
         on or prior to the Closing Date.

                  (iii)  Other Documents.  Such other documents as the Purchaser
   may reasonably request.

         (d)      Other Transactions.  The transactions contemplated by the Sale
and Servicing Agreement, the Indenture and the Trust Agreement shall be
consummated on the Closing Date.

4.2      Conditions to Obligation of the Seller.  The obligation of the Seller
to convey the Receivables to the Purchaser is subject to the satisfaction of the
following conditions:

         (a)  Representations  and  Warranties  True.  The  representations  and
warranties of the Purchaser  hereunder  shall be true and correct on the Closing
Date  with the  same  effect  as if then  made,  and the  Purchaser  shall  have
performed  all  obligations  to be  performed by it hereunder on or prior to the
Closing Date.

         (b)    Receivables Purchase Price.  At the Closing Date, the Purchaser
will deliver to the Seller the Receivables Purchase Price in accordance with
Section 2.1(b).
ARTICLE V

                             COVENANTS OF THE SELLER

                  The Seller covenants and agrees with the Purchaser as follows,
provided,  however,  that to the extent  that any  provision  of this  ARTICLE V
conflicts with any provision of the Sale and Servicing  Agreement,  the Sale and
Servicing Agreement shall govern:

5.1      Protection of Right, Title and Interest.

         (a) The Seller shall  execute and file such  financing  statements  and
cause to be executed and filed such continuation statements,  all in such manner
and in such places as may be required by law fully to  preserve,  maintain,  and
protect the interest of the Purchaser (or its assignee) in the  Receivables  and
in the proceeds thereof.  The Seller shall deliver (or cause to be delivered) to
the Purchaser file-stamped copies of, or filing receipts for, any document filed
as provided above, as soon as available following such filing.

         (b) The  Seller  shall not  change  its name,  identity,  or  corporate
structure in any manner that would, could, or might make any financing statement
or  continuation  statement filed by the Seller in accordance with paragraph (a)
above seriously misleading within the meaning of ss. 9-402(7) of the UCC, unless
it shall have given the Purchaser at least five (5) days' prior  written  notice
thereof and shall have promptly filed  appropriate  amendments to all previously
filed financing statements or continuation statements.

         (c) The Seller shall give the Purchaser at least sixty (60) days' prior
written  notice of any  relocation  of its principal  executive  office if, as a
result of such  relocation,  the applicable  provisions of the UCC would require
the filing of any amendment of any previously  filed  financing or  continuation
statement or of any new  financing  statement  and shall  promptly file any such
amendment or new  financing  statement.  The Seller shall at all times  maintain
each office from which it shall service Receivables, and its principal executive
office, within the United States of America.

         (d)  The  Seller  shall  maintain  accounts  and  records  as  to  each
Receivable  accurately and in sufficient  detail to permit the reader thereof to
know  at any  time  the  status  of  such  Receivable,  including  payments  and
recoveries made and payments owing (and the nature of each).

         (e) The Seller shall maintain its computer systems,  in accordance with
its customary  standards,  policies and procedures,  so that, from and after the
time of conveyance  hereunder of the Receivables to the Purchaser,  the Seller's
master  computer  records  (including  any  back-up  archives)  that  refer to a
Receivable  shall  indicate  clearly  the  interest  of the  Purchaser  in  such
Receivable  and that such  Receivable is owned by the Purchaser or its assignee.
Indication  of the  ownership of a Receivable  by the  Purchaser or its assignee
shall not be deleted from or modified on the Seller's  computer  systems  until,
and only until, the Receivable shall have been paid in full or repurchased.

         (f) If at any time the Seller shall  propose to sell,  grant a security
interest in, or otherwise transfer any interest in automotive receivables to any
prospective  purchaser,  lender, or other  transferee,  the Seller shall give to
such prospective purchaser, lender, or other transferee computer tapes, records,
or print-outs (including any restored from back-up archives) that, if they shall
refer in any manner  whatsoever to any Receivable,  shall indicate  clearly that
such Receivable has been conveyed to and is owned by the Purchaser.

         (g) The Seller shall,  upon receipt by the Seller of  reasonable  prior
notice,  permit the Purchaser and its agents at any time during normal  business
hours to inspect,  audit,  and make copies of and  abstracts  from the  Seller's
records regarding any Receivable.

         (h) Upon  request,  the Seller shall furnish to the  Purchaser,  within
twenty (20) Business  Days, a list of all  Receivables  (by contract  number and
name of Obligor) then owned by the Purchaser,  together with a reconciliation of
such list to the Schedule of Receivables.

5.2 Other Liens or Interests.  Except for the conveyances hereunder and pursuant
to the other  Basic  Documents,  the  Seller  will not sell,  pledge,  assign or
transfer any Receivable to any other Person, or grant, create,  incur, assume or
suffer to exist any Lien on any  interest  therein,  and the Seller shall defend
the  right,  title,  and  interest  of  the  Purchaser  in,  to and  under  such
Receivables  against all claims of third parties  claiming  through or under the
Seller; provided,  however, that the Seller's obligations under this Section 5.2
shall  terminate  upon  the  termination  of the  Trust  pursuant  to the  Trust
Agreement.

5.3 Costs and  Expenses.  The  Seller  agrees  to pay all  reasonable  costs and
disbursements  in connection with the perfection,  as against all third parties,
of the Purchaser's right, title and interest in and to the Receivables.
5.4      Indemnification.

         (a) The Seller shall defend, indemnify, and hold harmless the Purchaser
from and against  any and all costs,  expenses,  losses,  damages,  claims,  and
liabilities,  arising out of or resulting from the failure of a Receivable to be
originated in compliance with all  requirements of law and for any breach of any
of the  Seller's  representations  and  warranties  contained  herein  provided,
however, with respect to a breach of the Seller's representations and warranties
as set forth in Section  3.2(b),  any  indemnification  amounts owed pursuant to
this Section 5.4 with  respect of a  Receivable  shall give effect to and not be
duplicative of the Purchase  Amounts paid by the Seller  pursuant to Section 6.2
hereof.

         (b) The Seller shall defend, indemnify, and hold harmless the Purchaser
from and against  any and all costs,  expenses,  losses,  damages,  claims,  and
liabilities,  arising out of or resulting from the use, ownership,  or operation
by the Seller or any Affiliate thereof of a Financed Vehicle.

         (c) The Seller shall defend, indemnify, and hold harmless the Purchaser
from and against any and all taxes that may at any time be asserted  against the
Purchaser  with  respect to the  transactions  contemplated  herein,  including,
without limitation,  any sales, gross receipts,  general  corporation,  tangible
personal  property,  privilege,  or  license  taxes and costs  and  expenses  in
defending against the same.

         (d) The Seller shall defend, indemnify, and hold harmless the Purchaser
from and against  any and all costs,  expenses,  losses,  claims,  damages,  and
liabilities  to the extent that such cost,  expense,  loss,  claim,  damage,  or
liability  arose  out  of,  or was  imposed  upon  the  Purchaser  through,  the
negligence,  willful misfeasance,  or bad faith of the Seller in the performance
of its duties  under this  Agreement  or by reason of reckless  disregard of the
Seller's obligations and duties under this Agreement.

         (e) The Seller shall defend, indemnify, and hold harmless the Purchaser
from and against all costs, expenses,  losses, claims,  damages, and liabilities
arising out of or incurred in connection  with the  acceptance or performance of
the  Seller's  trusts  and  duties  as  Servicer  under  the Sale and  Servicing
Agreement, except to the extent that such cost, expense, loss, claim, damage, or
liability  shall be due to the willful  misfeasance,  bad faith,  or  negligence
(except for errors in judgment) of the Purchaser.

These indemnity obligations shall be in addition to any obligation that the
Seller may otherwise have.

5.5  Treatment.  The Seller  agrees to treat this  conveyance as (i) an absolute
transfer  for tax  purposes  and (ii) a sale for all other  purposes  (including
without limitation financial accounting purposes),  in each case on all relevant
books,   records,  tax  returns,   financial  statements  and  other  applicable
documents.

                                   ARTICLE VI

                            MISCELLANEOUS PROVISIONS

6.1      Obligations of Seller.  The obligations of the Seller under this
Agreement shall not be affected by reason of any invalidity, illegality or
irregularity of any Receivable.

6.2 Repurchase of Receivables  Upon Breach by the Seller.  (a) The Seller hereby
covenants and agrees with the Purchaser  for the benefit of the  Purchaser,  the
Trust,  the Owner  Trustee,  the  Indenture  Trustee,  the  Noteholders  and the
Certificateholders,  that  the  occurrence  of a breach  of any of the  Seller's
representations  and  warranties   contained  in  Section  3.2(b)  hereof  shall
constitute  events  obligating  the Seller to repurchase  Receivables  hereunder
("Repurchase  Events"),  at the Purchase  Amount from the  Purchaser or from the
Trust.
(b) Any Person who discovers a breach of any  representation  or warranty of the
Seller set forth in Section  3.2(b) hereof may, and if such Person is the Seller
or the Servicer, shall, inform promptly the Servicer, the Seller, the Purchaser,
the Trust, the Owner Trustee and the Indenture  Trustee,  as the case may be, in
writing,  upon the discovery of any breach of any  representation or warranty as
set forth in Section 3.2(b)  hereof.  Unless the breach shall have been cured by
the last day of the second  Collection  Period  following such discovery (or, at
the Seller's election,  the last day of the first following  Collection Period),
the Seller shall repurchase any Receivable  materially and adversely affected by
such breach at the Purchase  Amount.  In consideration of the repurchase of such
Receivable,  the Seller  shall remit the  Purchase  Amount to the  Servicer  for
distribution pursuant to Section 4.2 of the Servicing Agreement. The sole remedy
(except as  provided in Section 5.4  hereof) of the  Purchaser,  the Trust,  the
Owner Trustee, the Indenture Trustee, the Noteholders or the  Certificateholders
against the Seller with  respect to a  Repurchase  Event shall be to require the
Seller to repurchase  Receivables  pursuant to this Section 6.2. With respect to
all  Receivables  repurchased  pursuant to this Section 6.2, the Purchaser shall
assign to the Seller,  without  recourse,  representation  or warranty,  all the
Purchaser's  right,  title  and  interest  in and to such  Receivables,  and all
security and documents relating thereto.

6.3  Seller's  Assignment  of  Purchased   Receivables.   With  respect  to  all
Receivables repurchased by the Seller pursuant to this Agreement,  the Purchaser
shall assign,  without recourse,  representation or warranty,  to the Seller all
the Purchaser's  right,  title and interest in and to such Receivables,  and all
security and documents relating thereto.

6.4      Trust.  The Seller acknowledges that:

         (a) The Purchaser will,  pursuant to the Sale and Servicing  Agreement,
convey the  Receivables  to the Trust and assign its rights under this Agreement
to the Trust for the benefit of the Noteholders and the Certificateholders,  and
that the  representations  and  warranties  contained in this  Agreement and the
rights of the  Purchaser  under  Sections  6.2 and 6.3  hereof are  intended  to
benefit   the   Trust,   the   Owner   Trustee,    the   Noteholders   and   the
Certificateholders.   The  Seller  hereby   consents  to  such   conveyance  and
assignment.

         (b) The Trust will,  pursuant to the Indenture,  pledge the Receivables
and its rights under this Agreement to the Indenture  Trustee for the benefit of
the Noteholders,  and that the representations and warranties  contained in this
Agreement and the rights of the Purchaser under this Agreement,  including under
Sections  6.2 and 6.3 are  intended  to benefit  the  Indenture  Trustee and the
Noteholders. The Seller hereby consents to such pledge.

6.5  Amendment.  This  Agreement  may be amended  from time to time by a written
amendment duly executed and delivered by the Seller and the Purchaser; provided,
however, that any such amendment that materially adversely affects the rights of
the  Noteholders  or  the  Certificateholders  under  the  Indenture,  Sale  and
Servicing  Agreement or Trust Agreement shall be consented to by the Noteholders
of Notes  evidencing not less than a majority of the Notes  Outstanding  and the
Certificateholders  of  Certificates  evidencing not less than a majority of the
Aggregate  Certificate  Balance;  provided,   further,  that  any  amendment  or
supplement which would adversely affect any of the Swap Counterparty's rights or
obligations under the Interest Rate Swap Agreement or modify the obligations of,
or impair  the  ability of the Issuer to fully  perform  any of its  obligations
under,  the  Interest  Rate Swap  Agreement  shall be  consented  to by the Swap
Counterparty,  which  consent  shall  not be  unreasonably  withheld.  The  Swap
Counterparty's   consent  will  be  deemed  to  have  been  given  if  the  Swap
Counterparty does not object in writing within ten Business Days of receipt of a
written request for such consent.

6.6      Accountants' Letters.

         (a)  PricewaterhouseCoopers  LLP will review the characteristics of the
Receivables  described in the  Schedule of  Receivables  and will compare  those
characteristics to the information with respect to the Receivables  contained in
the Prospectus.

         (b)   The   Seller   will    cooperate    with   the    Purchaser   and
PricewaterhouseCoopers  LLP in making  available all  information and taking all
steps reasonably necessary to permit such accountants to complete the review set
forth in Section 6.6(a) above and to deliver the letters  required of them under
the Underwriting Agreement.

(c)  PricewaterhouseCoopers  LLP will deliver to the Purchaser a letter,  dated
the  Closing  Date,  in the form  previously  agreed  to by the  Seller  and the
Purchaser,  with respect to the financial and statistical  information contained
in the  Prospectus  under  the  caption  "Delinquencies,  Repossessions  and Net
Losses" and with respect to such other  information as may be agreed in the form
of letter.
6.7 Waivers.  No failure or delay on the part of the Purchaser in exercising any
power, right or remedy under this Agreement or the Assignment shall operate as a
waiver  thereof,  nor shall any single or partial  exercise  of any such  power,
right or remedy preclude any other or further  exercise  thereof or the exercise
of any other power, right or remedy.

6.8 Notices.  All  communications  and notices  pursuant  hereto to either party
shall be in writing or by  facsimile  and  addressed  or  delivered to it at its
address as shown below or at such other  address as may be  designated  by it by
notice to the other party and, if mailed or sent by  facsimile,  shall be deemed
given when mailed or when transmitted by facsimile.

To Seller:        Ford Motor Credit Company
                  One American Road
                  Dearborn, Michigan 48126-6044
                  Attn:  Secretary
                  Facsimile No.:  (313) 594-7742

To Purchaser:     Ford Credit Auto Receivables Two L.P.
                  c/o Ford Credit Auto Receivables Two Inc.
                  One American Road
                  Dearborn, Michigan  48126
                  Attn: Secretary
                  Facsimile No.:   (313) 594-7742

6.9 Costs  and  Expenses.  The  Seller  will pay all  expenses  incident  to the
performance of its obligations under this Agreement and the Seller agrees to pay
all reasonable out-of-pocket costs and expenses of the Purchaser, excluding fees
and expenses of counsel,  in  connection  with the  perfection  as against third
parties of the Purchaser's  right,  title and interest in and to the Receivables
and the enforcement of any obligation of the Seller hereunder.

6.10 Survival. The respective agreements, representations,  warranties and other
statements by the Seller and the Purchaser set forth in or made pursuant to this
Agreement  shall  remain in full force and effect and will  survive  the closing
under  Section  2.2 hereof and any sale,  transfer  or other  assignment  of the
Receivables by the Purchaser.

6.11 Confidential Information. The Purchaser agrees that it will neither use nor
disclose  to any  Person  the names and  addresses  of the  Obligors,  except in
connection with the enforcement of the Purchaser's  rights hereunder,  under the
Receivables, under any Sale and Servicing Agreement or as required by law.

6.12 Headings and  Cross-References.  The various headings in this Agreement are
included for convenience only and shall not affect the meaning or interpretation
of any  provision of this  Agreement.  References  in this  Agreement to Section
names or numbers are to such Sections of this Agreement.

6.13              GOVERNING LAW.  THIS AGREEMENT AND THE ASSIGNMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
NEW YORK.

6.14  Counterparts.  This Agreement may be executed in two or more  counterparts
and by  different  parties on separate  counterparts,  each of which shall be an
original,  but  all  of  which  together  shall  constitute  one  and  the  same
instrument.

6.15 Further  Assurances.  Seller and Purchaser will each, at the request of the
other,  execute and deliver to the other all other  instruments  that either may
reasonably request in order to perfect the conveyance,  transfer, assignment and
delivery to Purchaser of the rights to be  conveyed,  transferred,  assigned and
delivered and for the consummation of this Agreement.
IN WITNESS WHEREOF,  the parties hereby have caused this Purchase  Agreement to
be executed by their  respective  officers  thereunto duly  authorized as of the
date and year first above written.

                                            FORD MOTOR CREDIT COMPANY

                                            By:
                                                Name:
                                                Title:

                                            FORD CREDIT AUTO RECEIVABLES
                                              TWO L.P.

                                            By: FORD CREDIT AUTO RECEIVABLES
                                                  TWO, INC.,
                                                        as General Partner

                                            By:
                                                 Name:
                                                 Title:
Exhibit A

                                   ASSIGNMENT

                  For value received,  in accordance with the Purchase Agreement
dated as of July 1, 2000 (the "Purchase Agreement"), between the undersigned and
FORD CREDIT AUTO  RECEIVABLES TWO L.P. (the  "Purchaser"),  the undersigned does
hereby  assign,  transfer  and  otherwise  convey  unto the  Purchaser,  without
recourse, all right, title and interest of the undersigned, whether now owned or
hereafter  acquired,  in and to the following:  (i) the  Receivables;  (ii) 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);  (iii) the security  interests in the Financed  Vehicles granted by
Obligors pursuant to the Receivables and any other interest of the Seller in the
Financed  Vehicles;  (iv)  rights  to  receive  proceeds  with  respect  to  the
Receivables from claims on any physical damage,  credit life, credit disability,
or other  insurance  policies  covering the Financed  Vehicles or Obligors;  (v)
Dealer Recourse;  (vi) all of the Seller's rights to the Receivable Files; (vii)
payments and proceeds with respect to the Receivables held by the Seller; (viii)
all property  (including the right to receive  Liquidation  Proceeds) securing a
Receivable (other than a Receivable  repurchased by the Seller); (ix) 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 (x) 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.  The foregoing  conveyance does not constitute
and is  not  intended  to  result  in any  assumption  by the  Purchaser  of any
obligation of the  undersigned to the Obligors,  insurers or any other Person in
connection with the Receivables, Receivable Files, any insurance policies or any
agreement or instrument relating to any of them.

                  This   Assignment   is  made   pursuant   to  and   upon   the
representations,  warranties  and  agreements  on the  part  of the  undersigned
contained  in the  Purchase  Agreement  and is to be  governed  by the  Purchase
Agreement.

                  Capitalized  terms used herein and not otherwise defined shall
have the meaning assigned to them in the Purchase Agreement.

                  IN WITNESS WHEREOF, the undersigned has caused this Assignment
to be duly executed as of July 1, 2000.

                            FORD MOTOR CREDIT COMPANY

                            By:
                            Name:
                           Title:
Exhibit B

                             Schedule of Receivables

                             DELIVERED TO PURCHASER

                                   AT CLOSING
Schedule A-1

                          Location of Receivable Files
                          at Ford Credit Branch Offices

Akron
175 Montrose West Avenue
Crown Pointe Building
Suite 300
Copley, OH  44321

Albany
5 Pine West Plaza
Albany, NY  12205

Albuquerque
6100 Uptown Blvd., N.E.
Suite 300
Albuquerque, NM  87110

Amarillo
1616 S. Kentucky
Bldg. D, Suite 130
Amarillo, TX  79102

Anchorage
3201 C Street
Suite 303
Anchorage, AK  99503

Appleton
54 Park Place
Appleton, WI  54915-8861

Athens
3708 Atlanta Highway
Athens, GA  30604

Atlanta-North
North Park Town Center
Bldg. 400, Suite 180
1000 Abernathy Rd. N.E.
Atlanta, GA  30328

Atlanta-South
1691 Phoenix Blvd.
Suite 300
Atlanta, GA  30349

Atlanta/CL
1117 Perimeter Ctr. W
Suite 404 West
Atlanta, GA 30338

Atlantic Region District Office
14104 Newbrook Drive
Chantilly, VA 22021

Austin
1701 Directors Blvd.
Suite 320
Austin, TX  78744

Baltimore
Campbell Corporate
Center One
4940 Campbell Blvd.
Suite 140
Whitemarsh Business Community
Baltimore, MD  21236

Baltimore Service Center
7090 Columbia Gateway Dr.
Columbia, MD 21046

Beaumont
2615 Calder
Suite 715
Beaumont, TX  77704
Billings
1643 Lewis Avenue
Suite 201
Billings, MT  59102

Birmingham
3535 Grandview Parkway
Suite 340
Birmingham, AL  35243

Boston-North
One Tech Drive
3rd Floor
Andover, MA  01810-2497

Boston-South
Southboro Place
2nd Floor
352 Turnpike Road
Southboro, MA  01772

Bristol
Landmark Center-
Suite A
113 Landmark Lane
Bristol, TN  37620

Buffalo
95 John Muir Drive
Suite 102
Amherst, NY  14228

Cape Girardeau
1409-C N. Mt. Auburn Rd.
Cape Girardeau, MO  63701

Charleston
Rivergate Center
Suite 150
4975 LaCross Road
North Charleston, SC  29418

Charlotte
6302 Fairview Road
Suite 500
Charlotte, NC  28210

Charlotte/CL
6302 Fairview Road
Suite 510
Charlotte, NC 28210

Chattanooga
2 Northgate Park
Suite 200
Chattanooga, TN  37415

Cheyenne
6234 Yellowstone Road
Cheyenne, WY  82009

Chicago-East
One River Place
Suite A
Lansing, IL  60438
Chicago-North
9700 Higgins Road
Suite 720
Rosemont, IL  60018

Chicago-South
The Office of Waterfall Glen I
Suite 310
900 South Frontage Road
Woodridge, IL  60517

Chicago-West
2500 W. Higgins Rd.
Suite 280
Hoffman Estates, IL  60195

Chicago/CL
745 McClintock Drive
Suite 300
Burr Ridge, IL 60521

Cincinnati
8805 Governors Hill Dr.
Suite 230
Cincinnati, OH  45249

Cleveland
5700 Lombardo Centre
Suite 101
Seven Hills, OH 44131-2581

Colorado Springs
5575 Tech Center Dr.
Suite 220
Colorado Springs, CO  80919

Columbia
250 Berryhill Road
Suite 201
Columbia, SC  29210

Columbus
Metro V, Suite 470
655 Metro Place S
Dublin, OH  43017

Coral Springs
3111 N. University Dr.
Suite 800
Coral Springs, FL  33065

Corpus Christi
5350 South Staples
Suite 225
Corpus Christi, TX  78411

Dallas
Campbell Forum
Suite 600
801 E. Campbell Road
Richardson, TX  75081

Dallas/CL
Campbell Forum
Suite 650
801 E. Campbell Road
Richardson, TX  75081

Davenport
5405 Utica Ridge Road
Suite 200
Davenport, IA  52807

Decatur
401 Lee Street
Suite 500
Decatur, AL  35602
Denver
6300 S. Syracuse Way
Suite 195
Englewood, CO  80111

Des Moines
4200 Corporate Drive
Suite 107
W. Des Moines, IA  50266

Detroit-North
1301 W. Long Lake Road
Suite 150
Troy, MI  48098

Detroit-West
1655 Fairlane Circle
Suite 900
Allen Park, MI  48101

Detroit/CL
One Parklane Blvd.
Suite 301E
Dearborn, MI 48126

Dothan
137 Clinic Drive
Dothan, AL  36303

El Paso
1200 Golden Key Circle
Suite 104
El Paso, TX  79925

Eugene
1600 Valley River Drive
Suite 190
Eugene, OR  97401

Falls Church
1420 Springhill Road
Suite 550
McLean, VA  22102

Fargo
3100 13th Ave. South
Suite 205
Fargo, ND  58103

Fayetteville
4317 Ramsey Street
Suite 300
Fayetteville, NC  28311

Findlay
3500 North Main Street
Findlay, OH  45840-1447

Ft. Myers
11935 Fairway Lakes Dr.
Fort Myers, FL  33913

Ft. Worth
Center Park Tower
Suite 400
2350 West Airport Frwy.
Bedford, TX  76022
Grand Junction
744 Horizon Court
Suite 330
Grand Junction, CO  81506

Grand Rapids
2851 Charlevoix Drive SE
Suite 300
Grand Rapids, MI  49546

Greensboro
1500 Pinecroft Rd.
Suite 220
Greensboro, NC  27407

Greenville Service Center
1100 Brookfield Blvd.
Greenville, SC  29607

Harlingen
1916 East Harrison
Harlingen, TX  78550

Harrisburg
4900 Ritter Road
Mechanicsburg, PA  17055

Henderson
618 North Green Street
Henderson, KY  42420

Honolulu
Ala Moano Pacific Center
Suite 922
1585 Kapiolani Blvd.
Honolulu, HI  96814

Houston-North
363 N. Sam Houston Pkwy. E.
Suite 700
Houston, TX  77060

Houston-West
820 Gessner
Suite 700
Houston, TX  77024

Huntington
3150 U.S. Route 60 *
Ona, WV  25545

Indianapolis
5875 Castle Creek Pkwy.
North Drive
Suite 240
Indianapolis, IN  46250

Jackson
800 Avery Boulevard
Suite B
Ridgeland, MS  39157

Jacksonville
Suite 310
9485 Regency Square Boulevard
Jacksonville, FL  32225

Jefferson City
210 Prodo Drive
Jefferson City, MO  65109

Kansas City
8717 West 110th Street
Bldg. #14, Suite 550
Overland Park, KS  66210

Knoxville
5500 Lonas Drive
Suite 260
Knoxville, TN  37909
Lafayette
Saloom Office Park
Suite 350
100 Asthma Boulevard
Lafayette, LA  70508

Lansing
2140 University Park Drive
Okemos, MI  48864

Las Vegas
500 N Rainbow Blvd.
Suite 312
Las Vegas, NV  89107

Little Rock
1701 Centerview Dr.
Suite 301
Little Rock, AR  72211

Long Island
One Jericho Plaza
2nd Floor Wing B
Jericho, NY  11753

Louisville
150 Executive Park
Louisville, KY  40207

Lubbock
4010 82nd Street
Suite 200
Lubbock, TX  79423

Macon
5400 Riverside Drive
Suite 201
Macon, GA  31210

Manchester
4 Bedford Farms
Bedford, NH  03110

Memphis
6555 Quince Road
Suite 300
Memphis, TN  38119

Miami
6303 Blue Lagoon Drive
Suite 200
Miami, FL  33126

Midland
15 Smith Road
Suite 4300
Chevron Building
Midland, TX 79705

Milwaukee
10850 W. Park Place
Suite 110
Milwaukee, WI  53224

Minneapolis
One Southwest Crossing
Suite 308
11095 Viking Drive
Eden Prairie, MN  55344

Mobile
1201 Montlimar Dr.
Suite 700
Mobile, AL  36609-1718

Nashville
Highland Ridge
Suite 190
565 Marriott Drive
Nashville, TN  37214
Nashville Service Center
9009 Carothers Parkway
Franklin, TN  37064

National Recovery Center
1335 S. Clearview
Mesa, AZ  85208

New Haven
35 Thorpe Ave.
Wallingford, CT 06492

New Jersey-Central
101 Interchange Plaza
Cranbury, NJ  08512

New Jersey-North
72 Eagle Rock Avenue
3rd Floor
East Hanover, NJ  07936

New Jersey-South
10000 MidAtlantic Dr.
Suite 401 West
Mt. Laurel, NJ  08054

New Orleans
Lakeway III
3838 N. Causeway Blvd.
Suite 3200
Metairie, LA  70002

Norfolk
Greenbrier Pointe
Suite 350
1401 Greenbrier Pkwy.
Chesapeake, VA  23320

Oklahoma City
Perimeter Center
Suite 300
4101 Perimeter Ctr Dr.
Oklahoma City, OK  73112

Omaha
10040 Regency Circle
Suite 100
Omaha, NE  68114-3786

Omaha Customer Service Center
12110 Emmet Street
Omaha, NB 68164

Nashville Customer Service Center
9009 Carothers Parkway
Franklin, TN 37067

Orange
765 The City Drive
Suite 400
Orange, CA  92668

Orange/CL
765 The City Drive
Suite 401
Orange, CA  92668

Orlando
1060 Maitland Ctr Commons
Suite 210
Maitland, FL  32751

Pasadena
225 S. Lake Avenue
Suite 1200
Pasadena, CA  91101

Pensacola
25 W. Cedar Street
Suite 316
Pensacola, Fl  32501
Philadelphia
Bay Colony Executive Park
Suite 100
575 E. Swedesford Rd.
Wayne, PA  19087

Philadelphia/CL
500 N. Gulph Rd.
Suite 110
King of Prussia, PA 19406

Phoenix
4742 North 24th Street
Suite 215
Phoenix, AZ  85016

Pittsburgh
Foster Plaza 9
750 Holiday Drive
4th Floor, Suite 420
Pittsburgh, PA  15220

Portland, ME
2401 Congress Street
Portland, ME  04102

Portland, OR
10220 S.W. Greenburg Blvd.
Suite 415
Portland, OR  97223

Raleigh
3651 Trust Drive
Raleigh, NC  27604

Richmond
300 Arboretum Place
Suite 320
Richmond, VA  23236

Roanoke
5238 Valley Pointe Pkwy.
Suite 6
Roanoke, VA  24019

Sacramento
2720 Gateway Oaks Dr.
Suite 200
Sacramento, CA  95833

Saginaw
4901 Towne Centre Rd.
Suite 200
Saginaw, MI  48605

Salt Lake City
310 E. 4500 S.
Suite 340
Murray, UT  84107

Santa Ana Central Collections
765 The City Drive
Suite 402
Orange, CA  92668

San Antonio
100 N.E. Loop 410
Suite 625
San Antonio, TX  78216-4742

San Bernardino
1615 Orange Tree Lane
Suite 215
Redlands, CA  92374

San Diego
3111 Camino Del Rio N.
Suite 1333
San Diego, CA  92108
San Francisco
6120 Stoneridge Mall Rd.
Suite 200
Pleasanton, CA  94588

San Francisco/CL
4900 Hopyard Road
Suite 220
Pleasanton CA 94588

San Jose
1900 McCarthy Blvd.
Suite 400
Milpitas, CA  95035

Savannah
6600 Abercorn Street
Suite 206
Savannah, GA  31405

Seattle
13555 S.E. 36th Street
Suite 350
Bellevue, WA  98009-1608

Shreveport
South Pointe Centre
Suite 200
3007 Knight Street
Shreveport, LA  71105

South Bay
301 E. Ocean Boulevard
Suite 1900
Long Beach, CA  90802

South Bend
4215 Edison Lakes Parkway
Suite 140
Mishawaka, IN  46545

Spokane
901 North Monroe Ct.
Suite 350
Spokane, WA  99201-2148

Springfield
3275 E. Ridgeview
Springfield, MO  65804

St. Louis
4227 Earth City Expressway
Suite 100
Earth City, MO  63045

St. Paul
7760 France Avenue South
Suite 920
Bloomington, MN  55435

Syracuse
5788 Widewaters Pkwy.
DeWitt, NY  13214

Tampa
Lincoln Pointe, Suite 800
2502 Rocky Point Drive
Tampa, FL  33607
Tampa Service Center
3620 Queen Palm Drive
Tampa, FL 33619

Terre Haute
4551 S. Springhill
Junction Street
Terre Haute, IN  47802

Tulsa
9820 East 41st St.
Suite 300
Tulsa, OK  74145

Tupelo
One Mississippi Plaza
Tupelo, MS  38801

Tyler
821 East SE Loop 323
Suite 300
Tyler, TX  75701

Ventura
260 Maple Court
Suite 210
Ventura, CA  93003

Washington, D.C.
2440 Research Blvd.
Suite 150
Rockville, MD  20850

Westchester
660 White Plains Road
Tarrytown, NY  10591

Western Carolina
215 Thompson Street
Hendersonville, NC  28792

Wichita
7570 West 21st
Wichita, KS  67212
Schedule A-2

                          Location of Receivable Files
                    at Third Party Custodians of Ford Credit

Security Archives
5022 Harding Place
Nashville, TN  37211

IKON Business Imaging Services
31101 Wiegman Road
Hayward, CA 94544
APPENDIX A

                              Definitions and Usage
Schedule B - Receivables Purchase Price

Total net cash  proceeds  from the  Underwriters
  for  purchase of the Class A-1
  Notes,  Class A-2 Notes, Class A-3 Notes,
  Class A-4 Notes, Class A-5 Notes and
  Class B Notes

  received by Purchaser                                 $1,542,928,748.58

Total net cash proceeds from FCAR
  Owner Trust for purchase of the
  initial Variable Pay Term Notes                       $  490,556,000.00

  Less Reserve Account Deposit                         ($   10,999,885.98)

Total cash received by Purchaser
  available for transfer
  to Ford Credit as Seller                              $2,022,484,862.60

Receivables Purchase Price (1)                          $2,181,717,385.23

  minus Total cash received by
  Purchaser available
  for transfer to Ford Credit as Seller                $(2,022,484.862.60)

Difference  (2)                                        $   159,232,522.64

Total portion of Receivables Purchase
  Price paid by the Purchaser in cash
 (including FCARTI capital
  contribution)                                         $2,025,669,513.05

plus Deemed Capital Contribution from
  Ford Credit to Purchaser                              $  156,047,872.18

Receivables Purchase Price                              $2,181,717,385.23

--------

 (1) The Variable Pay Term Note is sold by the Purchaser at par and the Class C
Certificate  and the Class D  Certificate  are retained by the Purchaser and are
not  available for transfer to Ford Credit.  The Seller and the  Purchaser  have
determined that the  Receivables  Purchase Price equals the fair market value of
the Receivables and the related property and the fair market value is calculated
as 105% of the adjusted pool balance (or 99.17% of the original pool balance).

(2)   In order to  maintain  the 98%  interest  of Ford  Credit  as the  limited
partner of the  Purchaser  and the 2% interest  of Ford Credit Auto  Receivables
Two,  Inc.  ("FCARTI")  as the  general  partner of the  Purchaser,  FCARTI must
contribute  2% of  $159,232,522.64  to the  Purchaser.  FCARTI  will obtain such
amount (equal to $3,184,650.45) through a capital contribution from Ford Credit.
Exhibit 99.4

                                   APPENDIX A

                              DEFINITIONS AND USAGE

                                      Usage

                  The  following  rules  of  construction  and  usage  shall  be
applicable to any agreement or instrument that is governed by this Appendix:

(a) All terms defined in this Appendix shall have the defined meanings when used
in any agreement or instrument  governed  hereby and in any certificate or other
document made or delivered pursuant thereto unless otherwise defined therein.

(b) As used herein,  in any agreement or instrument  governed  hereby and in any
certificate or other  document made or delivered  pursuant  thereto,  accounting
terms  not  defined  in this  Appendix  or in any  such  agreement,  instrument,
certificate  or other  document,  and  accounting  terms partly  defined in this
Appendix or in any such agreement, instrument, certificate or other document, to
the extent not defined,  shall have the respective  meanings given to them under
generally  accepted  accounting  principles  as in  effect  on the  date of such
agreement or instrument.  To the extent that the definitions of accounting terms
in this  Appendix or in any such  agreement,  instrument,  certificate  or other
document  are  inconsistent  with the  meanings  of such terms  under  generally
accepted accounting principles, the definitions contained in this Appendix or in
any such instrument, certificate or other document shall control.

(c) The words "hereof,"  "herein,"  "hereunder" and words of similar import when
used in an agreement or  instrument  refer to such  agreement or instrument as a
whole and not to any particular provision or subdivision thereof;  references in
an agreement or instrument to "Article,"  "Section" or another subdivision or to
an attachment are, unless the context otherwise requires, to an article, section
or subdivision of or an attachment to such agreement or instrument; and the term
"including" means "including without limitation."

(d) The  definitions  contained in this Appendix are equally  applicable to both
the singular  and plural forms of such terms and to the  masculine as well as to
the feminine and neuter genders of such terms.

(e) Any agreement,  instrument or statute defined or referred to below or in any
agreement or instrument  that is governed by this Appendix  means such agreement
or instrument or statute as from time to time amended, modified or supplemented,
including (in the case of agreements  or  instruments)  by waiver or consent and
(in the case of statutes) by  succession of  comparable  successor  statutes and
includes  (in  the  case  of  agreements  or  instruments)   references  to  all
attachments thereto and instruments incorporated therein. References to a Person
are also to its permitted successors and assigns.

                  "Accrued  Class A Note Interest"  shall mean,  with respect to
any  Distribution  Date,  the sum of the Class A  Noteholders'  Monthly  Accrued
Interest  for such  Distribution  Date  and the  Class A  Noteholders'  Interest
Carryover Shortfall for such Distribution Date.

                  "Accrued  Class B Note Interest"  shall mean,  with respect to
any  Distribution  Date,  the sum of the Class B  Noteholders'  Monthly  Accrued
Interest  for such  Distribution  Date  and the  Class B  Noteholders'  Interest
Carryover Shortfall for such Distribution Date.

                  "Accrued  Class  C  Certificate  Interest"  shall  mean,  with
respect to any  Distribution  Date,  the sum of the Class C  Certificateholders'
Monthly Accrued Interest for such  Distribution Date and the Class C Certificate
Interest Carryover Shortfall for such Distribution Date.

                  "Accrued  Class  D  Certificate  Interest"  shall  mean,  with
respect to any  Distribution  Date,  the sum of the Class D  Certificateholders'
Monthly  Accrued   Interest  for  such   Distribution   Date  and  the  Class  D
Certificateholders' Interest Carryover Shortfall for such Distribution Date.

                  "Accrued  VPTN  Interest"  shall  mean,  with  respect  to any
Distribution  Date,  the sum of the  Class  VPTN  Noteholders'  Monthly  Accrued
Interest for such  Distribution  Date and the Class VPTN  Noteholders'  Interest
Carryover Shortfall for such Distribution Date.
"Accumulation   Account"   shall   mean   the   administrative
subaccount of the Collection  Account  established  and  maintained  pursuant to
Section 4.1(f) of the Sale and Servicing Agreement.

                  "Act" shall have the meaning  specified in Section  11.3(a) of
the Indenture.

                  "Actuarial  Advance" shall mean the amount, as of the last day
of a  Collection  Period,  which the  Servicer  is  required  to  advance on the
respective  Actuarial  Receivable  pursuant  to  Section  4.4(a) of the Sale and
Servicing Agreement.

                  "Actuarial Method" shall mean the method of allocating a fixed
level payment on a Receivable between principal and interest,  pursuant to which
the  portion of such  payment  that is  allocated  to interest is the product of
one-twelfth  (1/12) of the APR on the  Receivable  multiplied  by the  scheduled
principal balance of the Receivable.

                  "Actuarial  Receivable"  shall mean any Receivable under which
the portion of a payment  with  respect  thereto  allocable  to interest and the
portion of a payment with respect  thereto  allocable to principal is determined
in accordance with the Actuarial Method.

                  "Administration   Agreement"  shall  mean  the  Administration
Agreement, dated as of July 1, 2000, by and among the Administrator,  the Issuer
and the Indenture Trustee.

                  "Administrator"  shall mean Ford  Credit,  in its  capacity as
administrator under the Administration Agreement, or any successor Administrator
thereunder.

                  "Affiliate"  shall mean, with respect to any specified Person,
any other Person  controlling or controlled by or under common control with such
specified Person. For the purposes of this definition,  "control" when used with
respect to any Person shall mean the power to direct the management and policies
of such Person, directly or indirectly,  whether through the ownership of voting
securities,   by  contract  or  otherwise;   and  the  terms  "controlling"  and
"controlled" shall have meanings correlative to the foregoing.

                  "Aggregate  Certificate Balance" shall mean, as of any date of
determination, the sum of the Certificate Balance as of such date of the Class C
Certificates  and  the  Certificate  Balance  as of  such  date  of the  Class D
Certificates.

                  "Amount  Financed"  shall mean,  with respect to a Receivable,
the  amount  advanced  under the  Receivable  toward the  purchase  price of the
Financed Vehicle and any related costs.

                  "Annual  Percentage  Rate" or "APR" of a Receivable shall mean
the annual rate of finance charges stated in the Receivable.

                  "Applicable   Tax  State"  shall  mean,  as  of  any  date  of
determination,  each State as to which any of the following is then  applicable:
(a) a State in which the Owner Trustee maintains its Corporate Trust Office, (b)
a State in which the Owner Trustee  maintains its principal  executive  offices,
and (c) the State of Michigan.

                  "Assignment" shall mean the document of assignment attached as
Exhibit A to the Purchase Agreement.

                  "Authenticating  Agent"  shall have the meaning  specified  in
Section 2.14 of the Indenture.
"Authorized  Officer"  shall  mean,  (i) with  respect  to the
Issuer,  any officer  within the  Corporate  Trust Office of the Owner  Trustee,
including any vice  president,  assistant vice president,  secretary,  assistant
secretary  or any other  officer  of the Owner  Trustee  customarily  performing
functions  similar to those  performed by any of the above  designated  officers
and,  for so long as the  Administration  Agreement is in full force and effect,
any officer of the  Administrator who is authorized to act for the Administrator
in matters  relating  to the  Issuer  and to be acted upon by the  Administrator
pursuant to the Administration Agreement; and (ii) with respect to the Indenture
Trustee or the Owner Trustee,  any officer within the Corporate  Trust Office of
the Indenture  Trustee or the Owner Trustee,  as the case may be,  including any
vice president, assistant vice president,  secretary, assistant secretary or any
other officer of the Indenture Trustee or the Owner Trustee, as the case may be,
customarily  performing functions similar to those performed by any of the above
designated  officers and also,  with respect to a particular  matter,  any other
officer to whom such matter is referred  because of such officer's  knowledge of
and familiarity with the particular subject and shall also mean, with respect to
the Owner Trustee, any officer of the Administrator.

                  "Available Collections" shall mean, for any Distribution Date,
the sum of the following amounts with respect to the Collection Period preceding
such Distribution  Date: (i) all scheduled  payments and all prepayments in full
collected with respect to Actuarial  Receivables  (including  amounts  withdrawn
from the Payahead  Account but  excluding  amounts  deposited  into the Payahead
Account) and all payments collected with respect to Simple Interest Receivables;
(ii)  all  Liquidation   Proceeds   attributable  to  Receivables  which  became
Liquidated  Receivables  during such  Collection  Period in accordance  with the
Servicer's  customary  servicing  procedures,  and all  recoveries in respect of
Liquidated Receivables which were written off in prior Collection Periods; (iii)
all  Actuarial  Advances  made by the Servicer of principal due on the Actuarial
Receivables;  (iv) all Monthly  Advances made by the Servicer of interest due on
the  Receivables  and all amounts  advanced by the Servicer  pursuant to Section
4.4(c) of the Sale and Servicing  Agreement;  (v) the Purchase  Amount  received
with respect to each Receivable that became a Purchased  Receivable  during such
Collection Period; (vi) any reinvestment  earnings from Permitted Investments in
the  Accumulation  Account;  and (vii) partial  prepayments of any refunded item
included in the  principal  balance of a Receivable,  such as extended  warranty
protection plan costs, or physical  damage,  credit life,  disability  insurance
premiums,  or any partial  prepayment  which causes a reduction in the Obligor's
periodic payment to an amount below the Scheduled Payment as of the Cutoff Date;
provided,  however,  that in calculating the Available Collections the following
will be excluded:  (i) amounts received on any Receivable to the extent that the
Servicer has previously made an unreimbursed Monthly Advance on such Receivable;
(ii) amounts  received on any of the Receivables to the extent that the Servicer
has previously made an unreimbursed Monthly Advance on a Receivable which is not
recoverable from  collections on the particular  Receivable;  (iii)  Liquidation
Proceeds with respect to a particular  Actuarial Receivable to the extent of any
unreimbursed   Actuarial  Advances  thereon;  (iv)  all  payments  and  proceeds
(including Liquidation Proceeds) of any Receivables the Purchase Amount of which
has been  included in the  Available  Funds in a prior  Collection  Period;  (v)
Liquidation  Proceeds with respect to a Simple Interest Receivable  attributable
to accrued and unpaid interest thereon (but not including  interest for the then
current  Collection  Period) but only to the extent of any  unreimbursed  Simple
Interest  Advances;  (vi) amounts  constituting the Supplemental  Servicing Fee;
(vii) amounts on deposit in the  Accumulation  Account  (exclusive of investment
earnings from  Permitted  Investments)  and (viii) any amounts on deposit in the
VPTN Proceeds Account.

                  "Available  Funds" shall mean, for any Distribution  Date, the
sum of (i) the  Available  Collections  for  such  Distribution  Date,  (ii) the
Reserve  Account  Release  Amount  for such  Distribution  Date,  (iii) any Swap
Receipt  received  by the  Issuer  from the Swap  Counterparty  since  the prior
Distribution  Date and (iv) and any Swap  Termination  Payment received from the
Swap Counterparty  since the prior Distribution Date which have not been applied
as consideration for a replacement Interest Rate Swap Agreement.

                  "Bank"  shall  mean The Bank of New York,  a New York  banking
corporation.

                  "Bankruptcy  Code"  shall mean the United  States  Bankruptcy
Code,  11 U.S.C.  101 et seq.,  as amended.
"Basic  Documents"  shall  mean  the  Certificate  of  Limited
Partnership,  the Limited Partnership  Agreement,  the Certificate of Trust, the
Trust Agreement,  the Purchase Agreement,  the Sale and Servicing Agreement, the
Indenture,  the Administration  Agreement,  the Note Depository  Agreement,  the
Interest Rate Swap Agreement,  the Control Agreement and the other documents and
certificates delivered in connection therewith.

                  "Book-Entry  Note" shall mean a beneficial  interest in any of
the Class A-1  Notes,  the Class A-2 Notes,  the Class A-3 Notes,  the Class A-4
Notes,  the  Class A-5  Notes  and the  Class B Notes,  in each  case  issued in
book-entry form as described in Section 2.11 of the Indenture.

                  "Business  Day" shall mean any day other  than a  Saturday,  a
Sunday or a day on which banking  institutions  or trust  companies in New York,
New York or the State of Delaware are authorized or obligated by law, regulation
or executive order to remain closed.

                  "Business  Trust Statute" shall mean Chapter 38 of Title 12 of
the Delaware Code, 12 Delaware Code ss. 3801 et seq., as amended.

                  "Capital Account" shall mean the account established  pursuant
to Section 3.2 of the Trust Agreement and the amount of any  Certificateholder's
Capital  Account shall be the amount  determined in accordance with such Section
3.2 of the Trust Agreement.

                  "Calculation Agent" shall mean the calculation agent appointed
to calculate  interest  rates and  interest  amounts on the VPTNs and to perform
other duties  pursuant to Section 3.19 of the Indenture  and shall  initially be
The Chase Manhattan Bank.

                  "Certificates"  shall  mean the Class C  Certificates  and the
Class D Certificates, collectively.

                  "Certificate  Balance" shall mean,  with respect to each Class
of  Certificates  and as the  context  so  requires,  (i)  with  respect  to all
Certificates  of  such  Class,  an  amount  equal  to,  initially,  the  Initial
Certificate  Balance of such Class of Certificates  and,  thereafter,  an amount
equal to the Initial Certificate Balance of such Class of Certificates,  reduced
by all amounts distributed to  Certificateholders  of such Class of Certificates
and  allocable  to principal  or (ii) with  respect to any  Certificate  of such
Class,  an  amount  equal  to,  initially,  the  initial  denomination  of  such
Certificate  and,  thereafter,  an amount  equal to such  initial  denomination,
reduced by all amounts  distributed in respect of such Certificate and allocable
to principal;  provided,  that in determining whether the  Certificateholders of
Certificates  evidencing  the  requisite  portion or percentage of the Aggregate
Certificate Balance have given any request,  demand,  authorization,  direction,
notice,  consent, or waiver hereunder or under any Basic Document,  Certificates
owned by the Issuer,  any other obligor upon the Certificates,  the Seller,  the
Servicer or any Affiliate of any of the foregoing  Persons shall be  disregarded
and deemed to be excluded from the Certificate  Balance of the applicable Class,
except that,  in  determining  whether the  Indenture  Trustee and Owner Trustee
shall be  protected  in  relying  on any such  request,  demand,  authorization,
direction,  notice, consent, or waiver, only Certificates that a Trustee Officer
of the Indenture Trustee, if applicable,  and an Authorized Officer of the Owner
Trustee  with  direct   responsibility  for  the  administration  of  the  Trust
Agreement,  if  applicable,  knows  to  be so  owned  shall  be so  disregarded.
Certificates  so owned that have been  pledged in good faith may be  regarded as
included  in the  Certificate  Balance of the  applicable  Class if the  pledgee
establishes to the  satisfaction of the Indenture  Trustee or the Owner Trustee,
as applicable,  the pledgee's right so to act with respect to such  Certificates
and that the pledgee is not the Issuer, any other obligor upon the Certificates,
the Seller, the Servicer or any Affiliate of any of the foregoing Persons.

                  "Certificate  Distribution  Account"  shall  mean  each of the
Certificate  Interest   Distribution  Account  and  the  Certificate   Principal
Distribution Account.

                  "Certificate  Interest  Distribution  Account"  shall mean the
account  established  and  maintained as such pursuant to Section  4.1(c) of the
Sale and Servicing Agreement.

                  "Certificate  Principal  Distribution  Account" shall mean the
account  established  and  maintained as such pursuant to Section  4.1(c) of the
Sale and Servicing Agreement.
"Certificateholder"  shall  mean  a  Person  in  whose  name a
Certificate is registered in the Certificate Register.

                  "Certificate   of   Limited   Partnership"   shall   mean  the
Certificate  of Limited  Partnership  of the  Depositor  filed for the Depositor
pursuant to Section 17-201(a) of the Limited Partnership Act.

                  "Certificate  of Trust" shall mean the Certificate of Trust in
the form of Exhibit F to the Trust  Agreement  filed for the Trust  pursuant  to
Section 3810(a) of the Business Trust Statute.

                  "Certificate  Paying  Agent"  shall mean any  paying  agent or
co-paying  agent  appointed  pursuant to Section 3.10 of the Trust Agreement and
shall initially be the Owner Trustee.

                  "Certificate  Pool  Factor"  shall mean,  with respect to each
Class  of  Certificates  as of  the  close  of  business  on the  last  day of a
Collection Period, a seven-digit decimal figure equal to the Certificate Balance
of such Class of Certificates  (after giving effect to any reductions therein to
be made on the immediately  following  Distribution Date) divided by the Initial
Certificate Balance of such Class of Certificates.  Each Certificate Pool Factor
will be 1.0000000 as of the Closing  Date;  thereafter,  each  Certificate  Pool
Factor will  decline to reflect  reductions  in the  Certificate  Balance of the
applicable Class of Certificates.

                  "Certificate Register" and "Certificate  Registrar" shall have
the respective meanings specified in Section 3.5 of the Trust Agreement.

                  "Class"  shall  mean (i) a class of  Notes,  which  may be the
Class A-1 Notes,  the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes,
the  Class  A-5  Notes,  the  Class  B Notes  or the  VPTNs  or (ii) a Class  of
Certificates, which may be the Class C Certificates or the Class D Certificates.

                  "Class A Notes" shall mean, collectively, the Class A-1 Notes,
the Class A-2 Notes,  the Class A-3 Notes, the Class A-4 Notes and the Class A-5
Notes.

                  "Class A  Noteholders'  Interest  Carryover  Shortfall"  shall
mean,  with  respect  to any  Distribution  Date,  the  excess  of the  Class  A
Noteholders'  Monthly Accrued Interest for the preceding  Distribution  Date and
any  outstanding  Class A  Noteholders'  Interest  Carryover  Shortfall  on such
preceding  Distribution  Date,  over the amount in respect of  interest  that is
actually paid to  Noteholders  of Class A Notes on such  preceding  Distribution
Date, plus interest on the amount of interest due but not paid to Noteholders of
Class A Notes on the preceding  Distribution  Date,  to the extent  permitted by
law, at the  respective  Note Interest Rates borne by such Class A Notes for the
related Interest Period.

                  "Class A Noteholders'  Monthly  Accrued  Interest" shall mean,
with respect to any  Distribution  Date, the aggregate  interest accrued for the
related  Interest Period on the Class A-1 Notes,  the Class A-2 Notes, the Class
A-3 Notes,  the Class A-4 Notes and the Class A-5 Notes at the  respective  Note
Interest Rate for such Class on the outstanding principal amount of the Notes of
each such Class on the immediately  preceding  Distribution  Date or the Closing
Date,  as the case may be, after  giving  effect to all payments of principal to
the  Noteholders  of the  Notes of such  Class  on or  prior  to such  preceding
Distribution Date.

                  "Class A  Percentage"  means,  for a  Distribution  Date,  the
percentage  equal to a  fraction,  the  numerator  of  which is the  outstanding
principal  balance of the Class A Notes and the  denominator of which is the sum
of the outstanding  principal  balance of the Class A Notes plus the outstanding
principal  balance  of the VPTNs,  in each case at the close of the  immediately
preceding Distribution Date (or, in the case of the first Distribution Date, the
Closing Date).
"Class A-1 Final Scheduled  Distribution  Date" shall mean the
June 2002 Distribution Date.

                  "Class A-1  Noteholder"  shall mean the Person in whose name a
Class A-1 Note is registered on the Note Register.

                  "Class  A-1  Notes"  shall  mean  the  $439,000,000  aggregate
initial principal amount Class A-1 7.008% Asset Backed Notes issued by the Trust
pursuant  to the  Indenture,  substantially  in the form of  Exhibit  A-1 to the
Indenture.

                  "Class A-1 Rate"  shall mean 7.008% per annum.  Interest  with
respect to the Class A-1 Notes shall be computed on the basis of a 360-day  year
consisting of twelve 30-day months for all purposes of the Basic Documents.

                  "Class A-2 Final Scheduled  Distribution  Date" shall mean the
April 2003 Distribution Date.

                  "Class A-2  Noteholder"  shall mean the Person in whose name a
Class A-2 Note is registered on the Note Register.

                  "Class  A-2  Notes"  shall  mean  the  $360,000,000  aggregate
initial  principal amount Class A-2 7.06% Asset Backed Notes issued by the Trust
pursuant  to the  Indenture,  substantially  in the form of  Exhibit  A-2 to the
Indenture.

                  "Class A-2 Rate"  shall mean  7.06% per annum.  Interest  with
respect to the Class A-2 Notes shall be computed on the basis of a 360-day  year
consisting of twelve 30-day months for all purposes of the Basic Documents.

                  "Class A-3 Final Scheduled  Distribution  Date" shall mean the
December 2003 Distribution Date.

                  "Class A-3  Noteholder"  shall mean the Person in whose name a
Class A-3 Note is registered on the Note Register.

                  "Class  A-3  Notes"  shall  mean  the  $294,000,000  aggregate
initial  principal amount Class A-3 7.15% Asset Backed Notes issued by the Trust
pursuant  to the  Indenture,  substantially  in the form of  Exhibit  A-3 to the
Indenture.

                  "Class A-3 Rate"  shall mean  7.15% per annum.  Interest  with
respect to the Class A-3 Notes shall be computed on the basis of a 360-day  year
consisting of twelve 30-day months for all purposes of the Basic Documents.

                  "Class A-4 Final Scheduled  Distribution  Date" shall mean the
July 2004 Distribution Date.

                  "Class A-4  Noteholder"  shall mean the Person in whose name a
Class A-4 Note is registered on the Note Register.

                  "Class  A-4  Notes"  shall  mean  the  $227,000,000  aggregate
initial  principal amount Class A-4 7.13% Asset Backed Notes issued by the Trust
pursuant  to the  Indenture,  substantially  in the form of  Exhibit  A-4 to the
Indenture.

                  "Class A-4 Rate"  shall mean  7.13% per annum.  Interest  with
respect to the Class A-4 Notes shall be computed on the basis of a 360-day  year
consisting of twelve 30-day months for all purposes of the Basic Documents.

                  "Class A-5 Final Scheduled  Distribution  Date" shall mean the
January 2005 Distribution Date.

                  "Class A-5  Noteholder"  shall mean the Person in whose name a
Class A-5 Note is registered on the Note Register.
"Class  A-5  Notes"  shall  mean  the  $153,000,000  aggregate
initial  principal amount Class A-5 7.15% Asset Backed Notes issued by the Trust
pursuant  to the  Indenture,  substantially  in the form of  Exhibit  A-5 to the
Indenture.

                  "Class A-5 Rate"  shall mean  7.15% per annum.  Interest  with
respect to the Class A-5 Notes shall be computed on the basis of a 360-day  year
consisting of twelve 30-day months for all purposes of the Basic Documents.

                  "Class B Final  Scheduled  Distribution  Date"  shall mean the
April 2005 Distribution Date.

                  "Class B  Noteholder"  shall  mean the  Person in whose name a
Class B Note is registered on the Note Register.

                  "Class B  Noteholders'  Interest  Carryover  Shortfall"  shall
mean,  with  respect  to any  Distribution  Date,  the  excess  of the  Class  B
Noteholders'  Monthly Accrued Interest for the preceding  Distribution  Date and
any  outstanding  Class B  Noteholders'  Interest  Carryover  Shortfall  on such
preceding  Distribution  Date,  over the amount in respect of  interest  that is
actually paid to  Noteholders  of Class B Notes on such  preceding  Distribution
Date, plus interest on the amount of interest due but not paid to Noteholders of
Class B Notes on the preceding  Distribution  Date,  to the extent  permitted by
law, at the Class B Rate for the related Interest Period.

                  "Class B Noteholders'  Monthly  Accrued  Interest" shall mean,
with respect to any  Distribution  Date, the aggregate  interest accrued for the
related  Interest  Period  on the  Class  B  Notes  at the  Class  B Rate on the
outstanding  principal amount of the Class B Notes on the immediately  preceding
Distribution  Date or the Closing  Date, as the case may be, after giving effect
to all payments of principal to the Noteholders of the Class B Notes on or prior
to such preceding Distribution Date.

                  "Class B Notes" shall mean the $72,724,000  aggregate  initial
principal  amount Class B 7.40% Asset Backed Notes issued by the Trust  pursuant
to the Indenture, substantially in the form of Exhibit B to the Indenture.

                  "Class B Rate"  shall  mean  7.40% per  annum.  Interest  with
respect to the Class B Notes shall be  computed  on the basis of a 360-day  year
consisting of twelve 30-day months for all purposes of the Basic Documents.

                  "Class C  Certificateholder"  shall  mean the  Person in whose
name a Class C Certificate is registered in the Certificate Register.

                  "Class C  Certificateholders'  Interest  Carryover  Shortfall"
shall mean, with respect to any Distribution  Date, the excess of the sum of the
Class  C   Certificateholders'   Monthly  Accrued  Interest  for  the  preceding
Distribution  Date  and any  outstanding  Class C  Certificateholders'  Interest
Carryover  Shortfall from the close of business on such  preceding  Distribution
Date,  over the amount in respect of interest  that is actually  paid to Class C
Certificateholders on such preceding Distribution Date, plus thirty (30) days of
interest on such excess, to the extent permitted by law, at the Class C Rate.

                  "Class C  Certificateholders'  Monthly Accrued Interest" shall
mean, with respect to any Distribution  Date,  thirty (30) days of interest (or,
in the case of the first Distribution Date,  interest accrued from and including
the Closing Date to but excluding such Distribution Date) at the Class C Rate on
the Certificate Balance of the Class C Certificates on the immediately preceding
Distribution  Date or the Closing  Date, as the case may be, after giving effect
to all  distributions  allocable to the reduction of the Certificate  Balance of
the Class C Certificates made on or prior to such preceding Distribution Date.

                  "Class C Certificates"  shall mean the  $41,557,000  aggregate
initial principal balance Class C 7.91% Asset Backed Certificates evidencing the
beneficial interest of a Class C Certificateholder in the property of the Trust,
substantially  in the  form  of  Exhibit  A to the  Trust  Agreement;  provided,
however,  that the Owner Trust Estate has been pledged to the Indenture  Trustee
to secure payment of the Notes and that the rights of the  Certificateholders to
receive  distributions on the Certificates are subordinated to the rights of the
Noteholders as described in the Sale and Servicing Agreement,  the Indenture and
the Trust Agreement.

                  "Class C Final  Scheduled  Distribution  Date"  shall mean the
July 2005 Distribution Date.

                  "Class C Rate"  shall  mean  7.91% per  annum.  Interest  with
respect to the Class C Certificates  shall be computed on the basis of a 360-day
year consisting of twelve 30-day months for all purposes of the Basic Documents.

                  "Class D  Certificateholder"  shall  mean the  Person in whose
name a Class D Certificate is registered in the Certificate Register.
"Class D  Certificateholders'  Interest  Carryover  Shortfall"
shall mean, with respect to any Distribution  Date, the excess of the sum of the
Class  D   Certificateholders'   Monthly  Accrued  Interest  for  the  preceding
Distribution  Date  and any  outstanding  Class D  Certificateholders'  Interest
Carryover  Shortfall from the close of business on such  preceding  Distribution
Date,  over the amount in respect of interest  that is actually  paid to Class D
Certificateholders on such preceding Distribution Date, plus thirty (30) days of
interest on such excess, to the extent permitted by law, at the Class D Rate.

                  "Class D  Certificateholders'  Monthly Accrued Interest" shall
mean, with respect to any Distribution  Date,  thirty (30) days of interest (or,
in the case of the first Distribution Date,  interest accrued from and including
the Closing Date to but excluding such Distribution Date) at the Class D Rate on
the Certificate Balance of the Class D Certificates on the immediately preceding
Distribution  Date or the Closing  Date, as the case may be, after giving effect
to all  distributions  allocable to the reduction of the Certificate  Balance of
the Class D Certificates made on or prior to such preceding Distribution Date.

                  "Class D Certificates"  shall mean the  $41,557,000  aggregate
initial principal balance Class D 9.00% Asset Backed Certificates evidencing the
beneficial interest of a Class D Certificateholder in the property of the Trust,
substantially  in the  form  of  Exhibit  B to the  Trust  Agreement;  provided,
however,  that the Owner Trust Estate has been pledged to the Indenture  Trustee
to secure payment of the Notes and that the rights of the  Certificateholders to
receive  distributions on the Certificates are subordinated to the rights of the
Noteholders as described in the Sale and Servicing Agreement,  the Indenture and
the Trust Agreement.

                  "Class D Final  Scheduled  Distribution  Date"  shall mean the
October 2005 Distribution Date.

                  "Class D Rate"  shall  mean  9.00% per  annum.  Interest  with
respect to the Class D Certificates  shall be computed on the basis of a 360-day
year consisting of twelve 30-day months for all purposes of the Basic Documents.

                  "Clearing  Agency" shall mean an organization  registered as a
"clearing agency" pursuant to Section 17A of the Exchange Act.

                  "Clearing  Agency  Participant"  shall mean a broker,  dealer,
bank,  other financial  institution or other Person for whom from time to time a
Clearing Agency effects book-entry transfers and pledges of securities deposited
with the Clearing Agency.

                  "Closing Date" shall mean July 26, 2000.

                  "Code"  shall  mean the  Internal  Revenue  Code of  1986,  as
amended, and Treasury Regulations promulgated thereunder.

                  "Collateral"  shall have the meaning specified in the Granting
Clause of the Indenture.

                  "Collection  Account"  shall  mean  the  account  or  accounts
established  and  maintained as such pursuant to Section  4.1(a) of the Sale and
Servicing Agreement.

                  "Collection  Period" shall mean each calendar month during the
term of this  Agreement or, in the case of the initial  Collection  Period,  the
period from the Cutoff Date to and  including the last day of the month in which
the Cutoff Date occurred.  Any amount stated "as of the close of business of the
last day of a Collection Period" shall give effect to the following calculations
as determined as of the end of the day on such last day: 1) all  applications of
collections,  2) all current and  previous  Payaheads,  3) all  applications  of
Payahead Balances, 4) all Monthly Advances and reductions of Outstanding Monthly
Advances and 5) all distributions.

                  "Collections" shall mean all amounts collected by the Servicer
(from whatever source) on or with respect to the Receivables.

                  "Commission"   shall   mean  the   Securities   and   Exchange
Commission.

                  "Computer  Tape" shall mean the computer tape generated by the
Seller which provides  information relating to the Receivables and which is used
by the Seller in selecting the Receivables conveyed to the Trust.

                  "Control  Agreement" shall mean the Securities Account Control
Agreement,  dated as of the Closing Date,  by and among the Seller,  the Issuer,
the  Indenture  Trustee  and  The  Chase  Manhattan  Bank in its  capacity  as a
securities intermediary.
"Controlling  Certificate  Class" shall mean,  with respect to
any Class C Certificates  outstanding,  the Class C Certificates  as long as any
Class C Certificates  are outstanding and thereafter the Class D Certificates so
long as any Class D Certificates are outstanding.

                  "Controlling Note Class" shall mean, with respect to any Notes
Outstanding,  the  Class A Notes  and the  VPTNs as long as any Class A Notes or
VPTNs are Outstanding and, thereafter,  the Class B Notes as long as any Class B
Notes are Outstanding (excluding Notes held by the Seller, the Servicer or their
Affiliates).

                  "Corporate  Trust Office" shall mean,  (i) with respect to the
Owner Trustee, the principal corporate trust office of the Owner Trustee located
at 101 Barclay Avenue,  Floor 12 East, New York, New York 10286 or at such other
address as the Owner  Trustee may  designate  from time to time by notice to the
Certificateholders and the Depositor, or the principal corporate trust office of
any successor  Owner  Trustee (the address of which the successor  Owner Trustee
will notify the Certificateholders and the Depositor);  (ii) with respect to the
Delaware Trustee,  the principal  corporate trust office of the Delaware Trustee
located at White Clay Center, Route 273, Newark, Delaware 19711 or at such other
address as the Delaware Trustee may designate from time to time by notice to the
Certificateholders and the Depositor, or the principal corporate trust office of
any  successor  Delaware  Trustee (the address of which the  successor  Delaware
Trustee will notify the  Certificateholders  and the Depositor);  and (iii) with
respect to the Indenture  Trustee,  the principal  corporate trust office of the
Indenture Trustee located at 450 West 33rd Street,  New York, New York 10001, or
at such other address as the Indenture  Trustee may designate  from time to time
by notice to the  Noteholders and the Issuer,  or the principal  corporate trust
office of any  successor  Indenture  Trustee (the address of which the successor
Indenture Trustee will notify the Noteholders and the Issuer).

                  "Co-Trustees" shall mean,  individually and collectively,  the
Owner Trustee and the Delaware Trustee.

                  "Curable Sequential Amortization  Commencement Date" means any
Targeted  Scheduled  Distribution  Date on which the related Subclass of Class A
Notes is not paid in full;  provided that no other  Subclass of Class A Notes is
then Outstanding after its Targeted Scheduled Distribution Date.

                  "Curable Sequential Amortization Period" shall mean the period
commencing on a Curable Sequential Amortization Commencement Date and ending the
earlier of (i) the date on which the related  Subclass of Class A Notes has been
paid in full and (ii) the next succeeding  Targeted Scheduled  Distribution Date
after  giving  effect  to  the  amounts  payable  on  such  Targeted   Scheduled
Distribution Date.

                  "Cutoff Date" shall mean July 1, 2000.

                  "Dealer" shall mean the dealer who sold a Financed Vehicle and
who originated  and assigned the respective  Receivable to Ford Credit or PRIMUS
under an  existing  agreement  between  such  dealer and either  Ford  Credit or
PRIMUS.

                  "Dealer Recourse" shall mean, with respect to a Receivable (i)
any amount paid by a Dealer or credited  against a reserve  established  for, or
held on behalf of, a Dealer in excess of that portion of finance charges rebated
to the Obligor which is attributable to the Dealer's  participation,  if any, in
the Receivable, and (ii) all recourse rights against the Dealer which originated
the Receivable and any successor Dealer.

                  "Default" shall mean any occurrence that is, or with notice or
the lapse of time or both would become, an Event of Default.

                  "Definitive Notes" shall have the meaning specified in Section
2.11 of the Indenture.

                  "Delaware Trustee" shall mean The Bank of New York (Delaware),
a Delaware  banking  corporation,  not in its individual  capacity but solely as
Delaware  Trustee under the Trust Agreement,  or any successor  Delaware Trustee
under the Trust Agreement.
"Depositor" shall mean the Seller in its capacity as Depositor
under the Trust Agreement.

                  "Determination   Date"  shall  mean,   with   respect  to  any
Collection Period, the Business Day immediately  preceding the Distribution Date
following such Collection Period.

                  "Distribution  Date"  shall mean the  fifteenth  (15th) day of
each calendar  month or, if such day is not a Business Day, the next  succeeding
Business Day, commencing August 15, 2000.

                  "Eligible  Purchaser" means either FCAR Owner Trust or another
purchaser  eligible  to  purchase  a VPTN  under  the  Securities  Act  and  any
applicable State securities law.

                  "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended.

                  "Event of Default" shall have the meaning specified in Section
5.1 of the Indenture.

                  "Event of Servicing Termination" shall mean an event specified
in Section 7.1 of the Sale and Servicing Agreement.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.

                  "Executive   Officer"   shall  mean,   with   respect  to  any
corporation,  the  Chief  Executive  Officer,  Chief  Operating  Officer,  Chief
Financial Officer, President,  Executive Vice President, any Vice President, the
Secretary  or the  Treasurer  of  such  corporation  and,  with  respect  to any
partnership, any general partner thereof.

                  "Expenses"  shall have the  meaning  assigned  to such term in
Section 8.2 of the Trust Agreement.

                  "Extended  Sequential  Amortization  Commencement  Date" shall
mean the Targeted Scheduled Distribution Date on which two Subclasses of Class A
Notes which have reached or passed their Targeted  Scheduled  Distribution Dates
have not been paid in full after  giving  effect to all  payments  allocable  to
principal on such Targeted Scheduled Distribution Date.

                  "Extended  Sequential  Amortization  Period"  shall  mean  the
period commencing on an Extended Sequential  Amortization  Commencement Date and
ending on the Distribution  Date on which the Class A-5 Notes and VPTNs are paid
in full.

                  "Final  Scheduled  Maturity  Date"  shall  mean no later  than
October 15, 2005.

                  "Financed  Vehicle"  shall  mean a new or used  automobile  or
light  truck,  together  with all  accessions  thereto,  securing  an  Obligor's
indebtedness under the respective Receivable.

                  "First  Priority  Principal  Distribution  Amount" shall mean,
with respect to any Distribution Date, an amount equal to the excess, if any, of
(a) the aggregate outstanding principal amount of the Class A Notes and VPTNs as
of the  preceding  Distribution  Date  (after  giving  effect  to any  principal
payments made on the Class A Notes and VPTNs and the issuance of any  additional
VPTNs on such  preceding  Distribution  Date)  less the amount on deposit in the
Accumulation   Account   (exclusive  of  investment   earnings  from   Permitted
Investments)  after giving effect to all principal payments on the Class A Notes
and VPTNs on such preceding  Distribution  Date over (b) the difference  between
(1)  the  Pool  Balance  at the  end of the  Collection  Period  preceding  such
Distribution  Date minus (2) the Yield Supplement  Overcollateralization  Amount
for such Distribution Date; provided, however, that the First Priority Principal
Distribution  Amount  shall  not  exceed  the sum of the  aggregate  outstanding
principal  amount of all of the Notes and the Aggregate  Certificate  Balance of
all of the Certificates on such Distribution Date (prior to giving effect to any
principal  payments  made on the  Securities  on such  Distribution  Date);  and
provided,  further, that (i) the First Priority Principal Distribution Amount on
and after the Class A-1 Final Scheduled Distribution Date shall not be less than
the amount that is necessary to reduce the outstanding  principal  amount of the
Class A-1 Notes to zero; (ii) the First Priority Principal  Distribution  Amount
on and after the Class A-2 Final Scheduled  Distribution  Date shall not be less
than the amount that is necessary to reduce the outstanding  principal amount of
the Class A-2 Notes to zero;  (iii) the First  Priority  Principal  Distribution
Amount on and after the Class A-3 Final Scheduled Distribution Date shall not be
less than the  amount  that is  necessary  to reduce the  outstanding  principal
amount  of the  Class  A-3  Notes to zero;  (iv) the  First  Priority  Principal
Distribution Amount on and after the Class A-4 Final Scheduled Distribution Date
shall not be less than the amount that is  necessary  to reduce the  outstanding
principal  amount  of the  Class  A-4  Notes to  zero;  (v) the  First  Priority
Principal  Distribution  Amount on and  after  the  Class  A-5  Final  Scheduled
Distribution  Date shall not be less than the amount that is necessary to reduce
the  outstanding  principal  amount of the Class A-5 Notes to zero; and (vi) the
First  Priority  Principal  Distribution  Amount  on and  after  the VPTN  Final
Scheduled  Distribution Date shall not be less than the amount that is necessary
to reduce the outstanding principal amount of all the outstanding VPTNs to zero.
"Fitch" shall mean Fitch, Inc.

                  "Ford Credit" shall mean Ford Motor Credit Company, a
Delaware corporation.

                  "General Partner" shall mean Ford Credit Auto Receivables Two,
Inc., a Delaware  corporation,  or any substitute General Partner under the
Limited Partnership Agreement.

                  "Grant"  shall  mean  to  mortgage,   pledge,  bargain,  sell,
warrant,  alienate,  remise, release, convey, assign,  transfer,  create, and to
grant a lien upon and a security  interest in and right of set-off against,  and
to deposit,  set over and  confirm  pursuant  to the  Indenture.  A Grant of the
Collateral  or of any other  agreement or  instrument  shall include all rights,
powers  and  options  (but  none  of  the  obligations)  of the  granting  party
thereunder,  including the immediate and continuing right to claim for, collect,
receive and give receipt for principal  and interest  payments in respect of the
Collateral and all other monies payable thereunder,  to give and receive notices
and other communications,  to make waivers or other agreements,  to exercise all
rights and options,  to bring  Proceedings  in the name of the granting party or
otherwise,  and generally to do and receive  anything that the granting party is
or may be entitled to do or receive thereunder or with respect thereto.

                  "Indemnification  Agreement"  shall  mean the  Indemnification
Agreement,   dated  July  18,   2000,   by  and  between  Ford  Credit  and  the
Representatives.

                  "Indemnified  Parties"  shall have the meaning  assigned to
such term in Section 8.2 of the Trust Agreement.

                  "Indenture"  shall  mean  the  Indenture,  dated as of July 1,
2000, by and between the Trust and the Indenture Trustee.

                  "Indenture Trustee" shall mean The Chase Manhattan Bank, a New
York corporation, not in its individual capacity but solely as Indenture Trustee
under the Indenture, or any successor Indenture Trustee under the Indenture.

                  "Indenture  Trust Estate"  shall mean all money,  instruments,
rights and other property that are subject or intended to be subject to the lien
and  security  interest  of the  Indenture  for the  benefit of the  Noteholders
(including,  without  limitation,  all  property  and  interests  Granted to the
Indenture Trustee), including all proceeds thereof.

                  "Independent"  shall  mean,  when  used  with  respect  to any
specified Person, that such Person (a) is in fact independent of the Issuer, any
other obligor on the Notes, the Seller and any Affiliate of any of the foregoing
Persons,  (b) does  not  have any  direct  financial  interest  or any  material
indirect financial interest in the Issuer, any such other obligor, the Seller or
any Affiliate of any of the foregoing  Persons and (c) is not connected with the
Issuer,  any such  other  obligor,  the  Seller or any  Affiliate  of any of the
foregoing  Persons as an  officer,  employee,  promoter,  underwriter,  trustee,
partner, director or person performing similar functions.

                  "Independent  Certificate" shall mean a certificate or opinion
to be delivered to the Indenture Trustee under the  circumstances  described in,
and otherwise complying with, the applicable requirements of Section 11.1 of the
Indenture,  made by an  Independent  appraiser or other  expert  appointed by an
Issuer Order and approved by the Indenture Trustee in the exercise of reasonable
care, and such opinion or  certificate  shall state that the signer has read the
definition of "Independent" in this Indenture and that the signer is Independent
within the meaning thereof.

                  "Initial  Certificate  Balance" shall mean (i) with respect to
the  Class  C  Certificates,  $41,557,000,  (ii)  with  respect  to the  Class D
Certificates,  $41,557,000  and (ii) with respect to any  Certificate  of either
such Class, an amount equal to the initial denomination of such Certificate.

                  "Initial Pool Balance" shall mean $2,199,977,195.96

                  "Insolvency Event" shall mean, with respect to any Person, (i)
the making of a general assignment for the benefit of creditors, (ii) the filing
of a  voluntary  petition  in  bankruptcy,  (iii)  being  adjudged a bankrupt or
insolvent,  or having had entered against such Person an order for relief in any
bankruptcy  or  insolvency  proceeding,  (iv) the  filing  by such  Person  of a
petition   or   answer   seeking   reorganization,   arrangement,   composition,
readjustment,  liquidation, dissolution or similar relief under any statute, law
or  regulation,  (v) the  filing by such  Person of an answer or other  pleading
admitting or failing to contest the  material  allegations  of a petition  filed
against such Person in any  proceeding  specified in (vii) below,  (vi) seeking,
consent  to  or  acquiescing  in  the  appointment  of a  trustee,  receiver  or
liquidator  of such  Person or of all or any  substantial  part of the assets of
such  Person or (vii) the  failure  to  obtain  dismissal  within 60 days of the
commencement  of any  proceeding  against  such Person  seeking  reorganization,
arrangement,  composition,  readjustment,  liquidation,  dissolution  or similar
relief  under  any  statute,  law or  regulation,  or  the  entry  of any  order
appointing a trustee,  liquidator or receiver of such Person or of such Person's
assets or any substantial portion thereof.
"Interest Period" shall mean, with respect to any Distribution
Date (i) with respect to the Class A Notes,  Class B Notes, Class C Certificates
and Class D Certificates, in the case of the first Distribution Date, the period
from and including the Closing Date to but excluding August 15, 2000 and for any
other Distribution Date, the period from the fifteenth day of the calendar month
preceding  each  Distribution  Date to but  excluding  the  fifteenth day of the
current  calendar month and (ii) with respect to the VPTNs, in case of the first
Distribution  Date  following the issuance of the related VPTN,  the period from
and including the issuance date to but excluding such  Distribution Date and for
any other  Distribution  Date,  the period  from and  including  the most recent
Distribution Date to but excluding such Distribution Date.

                  "Interest  Rate Swap  Agreement"  shall mean the interest rate
swap agreement,  dated July 26, 2000,  including all schedules and confirmations
thereto,  between  the  Issuer  and the  Swap  Counterparty,  as the same may be
amended,  supplemented,  renewed,  extended or replaced  from time to time.  The
Interest  Rate  Swap  Agreement  shall  provide  that if the  rating of any Swap
Counterparty  (including any  replacement  Swap  Counterparty or any institution
guaranteeing the Swap  Counterparty's  obligations  under the Interest Rate Swap
Agreement) (i) falls below a rating of "Aa3" by Moody's, "AA-" by Fitch or "AA-"
by S&P or (ii) is suspended or withdrawn, then such Swap Counterparty, within 30
days,  must  either  (1)  post  collateral  with a rating  of at least  "P-1" by
Moody's,  "F1" by Fitch  and "A-1" by S&P to the  Issuer,  (2) must  assign  its
rights and obligations in and under the applicable  Interest Rate Swap Agreement
to another eligible Swap Counterparty acceptable to the Issuer or (3) take other
remedial action  acceptable to the Rating Agencies and to the Issuer,  provided,
however,  that such  actions as listed in (1),  (2) and (3) above  shall only be
required if such  actions are  necessary  to maintain the ratings of the Class A
Notes and VPTNs prior to such reduction, suspension or withdrawal.

                  "Interest  Reset Date" means,  with respect to the VPTNs,  the
first day of the applicable Interest Period.

                  "IRS" shall mean the Internal Revenue Service.

                  "Issuer"  shall mean the Trust unless a successor  replaces it
and,  thereafter,  shall mean the  successor  and for purposes of any  provision
contained in the  Indenture  and required by the TIA,  each other obligor on the
Notes.

                  "Issuer Order" and "Issuer Request" shall mean a written order
or  request  signed  in the  name of the  Issuer  by any  one of its  Authorized
Officers and delivered to the Indenture Trustee.

                  "LIBOR"  means  the  London  Interbank  Offered  Rate for U.S.
dollar deposits for each Interest Period as determined by the Calculation  Agent
for the VPTNs as follows:

         (1)      On the LIBOR  Determination  Date, the Calculation  Agent will
                  determine  the  arithmetic  mean  of  the  offered  rates  for
                  deposits in U.S. dollars for a period of one-month, commencing
                  on such  Interest  Reset  Date,  which  appear on the  Reuters
                  Screen LIBO Page at approximately  11:00 a.m., London time, on
                  such LIBOR  Determination  Date.  "Reuters  Screen  LIBO Page"
                  means the  display  designated  as page  "LIBO" on the Reuters
                  Monitor Money Rates Service (or such other page as may replace
                  the LIBO page on that  service for the  purpose of  displaying
                  London  interbank  offered rates of major banks).  If at least
                  two such offered rates appear on the Reuters Screen LIBO Page,
                  LIBOR for such Interest  Period will be the arithmetic mean of
                  such offered rates as determined by the Calculation Agent.

         (2)      If fewer than two offered  rates appear on the Reuters  Screen
                  LIBO Page on such LIBOR  Determination  Date, the  Calculation
                  Agent will  request the  principal  London  offices of each of
                  four major banks in the London  interbank  market  selected by
                  such Calculation  Agent to provide such Calculation Agent with
                  its offered  quotations  for  deposits  in U.S.  dollars for a
                  period of one month,  commencing on such Interest  Reset Date,
                  to prime banks in the London interbank market at approximately
                  11:00 a.m., London time, on such LIBOR  Determination Date and
                  in a  principal  amount  equal to an  amount  of not less than
                  U.S.$1,000,000  that is representative of a single transaction
                  in such market at such time.  If at least two such  quotations
                  are  provided,  LIBOR  for such  Interest  Period  will be the
                  arithmetic  mean of such  quotations.  If fewer  than two such
                  quotations are provided,  LIBOR for such Interest  Period will
                  be the arithmetic mean of rates quoted by three major banks in
                  The City of New York  selected  by the  Calculation  Agent for
                  such LIBOR Security at approximately 11:00 a.m., New York City
                  time,  on such  LIBOR  Determination  Date  for  loans in U.S.
                  dollars to leading  European  banks,  for a  one-month  period
                  commencing  on such  Interest  Reset Date,  and in a principal
                  amount equal to an amount of not less than U.S.$1,000,000 that
                  is  representative  of a single  transaction in such market at
                  such time;  provided,  however,  that if the banks selected as
                  aforesaid by such  Calculation  Agent are not quoting rates as
                  mentioned in this  sentence,  LIBOR for such  Interest  Period
                  will  be the  same as  LIBOR  for  the  immediately  preceding
                  Interest Period.

                  "London  Banking  Day"  means any day other  than a  Saturday,
Sunday or any other day on which banks in London are required or  authorized  to
be closed.
"LIBOR Determination Date" means the second London Banking Day
prior to the Interest Reset Date for the related Interest Period.

                  "Lien" shall mean a security interest,  lien, charge,  pledge,
equity,  or encumbrance of any kind other than tax liens,  mechanics' liens, and
any liens which attach to the respective Receivable by operation of law.

                  "Limited  Partnership  Act"  shall mean the  Delaware  Revised
Uniform Limited  Partnership Act, Chapter 17 of Title 6 of the Delaware Code, 17
Delaware Code ss. 101 et seq., as amended.

                  "Limited  Partnership  Agreement"  shall mean the  Amended and
Restated  Agreement of Limited  Partnership of Ford Credit Auto  Receivables Two
L.P., dated as of June 1, 1996, by and between Ford Credit Auto Receivables Two,
Inc., as general partner, and Ford Credit, as limited partner.

                  "Liquidated  Receivable" shall mean a Receivable which, by its
terms, is in default and as to which the Servicer has determined,  in accordance
with its  customary  servicing  procedures,  that  eventual  payment  in full is
unlikely or has repossessed and disposed of the Financed Vehicle.

                  "Liquidation  Proceeds"  shall mean the monies  collected from
whatever  source,  during the  respective  Collection  Period,  on a  Liquidated
Receivable,  net of the sum of any  amounts  expended  by the  Servicer  for the
account of the Obligor  plus any  amounts  required by law to be remitted to the
Obligor.

                  "Monthly  Advance" shall mean either an Actuarial Advance or a
Simple Interest Advance or both, as applicable.

                  "Monthly   Remittance   Condition"   shall  have  the  meaning
specified in Section 4.1(e) of the Sale and Servicing Agreement.

                  "Moody's" shall mean Moody's Investors Service, Inc.

                  "Note  Balance"  means with respect to each Class of Notes and
as the context so  requires,  (i) with  respect to all Notes of such  Class,  an
amount equal to, initially, the initial Note Balance of such Class of Notes and,
thereafter,  an amount equal to the initial Note Balance of such Class of Notes,
reduced by all amounts  distributed  to  Noteholders  of such Class of Notes and
allocable to principal or (ii) with respect to any Note of such Class, an amount
equal to,  initially,  the initial  denomination  of such Note and,  thereafter,
equal to such  initial  denomination,  reduced  by all  amounts  distributed  in
respect of such Note and allocable to principal.

                  "Note Depository Agreement" shall mean the agreement dated the
Closing Date by and among the Trust,  the Indenture  Trustee and The  Depository
Trust  Company,  as  the  initial  Clearing  Agency,   relating  to  the  Notes,
substantially in the form of Exhibit C to the Indenture.

                  "Noteholder"  shall  mean the  Person in whose  name a Note is
registered on the Note Register.

                  "Note  Interest Rate" shall mean the Class A-1 Rate, the Class
A-2 Rate,  the Class A-3 Rate,  the Class A-4 Rate, the Class A-5 Rate, the VPTN
Rate for each VPTN or the Class B Rate, as applicable.

                  "Note Owner" shall mean, with respect to any Book-Entry  Note,
the Person who is the beneficial  owner of such Book-Entry Note, as reflected on
the books of the  Clearing  Agency or on the  books of a Person  maintaining  an
account with such Clearing Agency (directly as a Clearing Agency  Participant or
as an indirect  participant,  in each case in accordance  with the rules of such
Clearing Agency).
"Note Paying  Agent" shall mean the  Indenture  Trustee or any
other Person that meets the  eligibility  standards  for the  Indenture  Trustee
specified in Section 6.11 of the  Indenture  and is  authorized by the Issuer to
make payments to and distributions  from the Collection  Account  (including the
Principal  Distribution Account), the Accumulation Account and the VPTN Proceeds
Account, including payment of principal of or interest on the Notes on behalf of
the Issuer.

                  "Note Pool Factor"  shall mean,  with respect to each Subclass
of Class A, the VPTNs and the Class B Notes as of the close of  business  on the
last day of a  Collection  Period,  a  seven-digit  decimal  figure equal to the
outstanding  principal  balance of such Subclass or Class of Notes (after giving
effect  to any  reductions  thereof  to be  made  on the  immediately  following
Distribution Date) divided by the original outstanding principal balance of such
Subclass or Class of Notes.  The Note Pool Factor  will be  1.0000000  as of the
Closing Date or, with  respect to any  additional  VPTNs,  the date of issuance;
thereafter,  the Note Pool  Factor  will  decline to reflect  reductions  in the
outstanding principal amount of such Subclass or Class of Notes.

                  "Note Register" and "Note Registrar" shall have the respective
meanings specified in Section 2.5 of the Indenture.

                  "Notes"  shall mean the Class A-1 Notes,  the Class A-2 Notes,
the Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes, the VPTNs and the
Class B Notes, collectively.

                  "Obligor"  on  a  Receivable   shall  mean  the  purchaser  or
co-purchasers  of the  Financed  Vehicle or any other  Person who owes  payments
under the Receivable (not including any Dealer in respect of Dealer Recourse).

                  "Offered Securities" shall mean the Class A Notes, the Class B
Notes and the Class C Certificates.

                  "Officer's  Certificate"  shall  mean (i) with  respect to the
Trust, a certificate signed by any Authorized Officer of the Trust and (ii) with
respect to the Seller or the Servicer,  a certificate  signed by the chairman of
the board, the president,  any executive vice president, any vice president, the
treasurer,  any  assistant  treasurer,  or the  controller  of the Seller or the
Servicer, as applicable.

                  "Opinion of Counsel"  shall mean a written  opinion of counsel
which counsel shall be acceptable to the Indenture Trustee, the Owner Trustee or
the Rating Agencies, as applicable.

                  "Optional Purchase Percentage" shall mean 10%.

                  "Outstanding"  shall mean with respect to the Notes, as of the
date of determination,  all Notes theretofore  authenticated and delivered under
the Indenture except:

                           (a)  Notes  theretofore  cancelled  by the  Note
                  Registrar  or  delivered  to the  Note Registrar for
                  cancellation;

                           (b) Notes or  portions  thereof the payment for which
                  money in the necessary amount has been  theretofore  deposited
                  with the  Indenture  Trustee or any Note Paying Agent in trust
                  for the Noteholders of such Notes (provided,  however, that if
                  such Notes are to be redeemed,  notice of such  redemption has
                  been duly given  pursuant to this  Indenture or provision  for
                  such  notice  has been  made,  satisfactory  to the  Indenture
                  Trustee); and

                           (c) Notes in  exchange  for or in lieu of which other
                  Notes have been  authenticated and delivered  pursuant to this
                  Indenture unless proof  satisfactory to the Indenture  Trustee
                  is  presented  that any  such  Notes  are held by a bona  fide
                  purchaser;

provided,  that in determining  whether the Noteholders of Notes  evidencing the
requisite  principal  amount of the Notes  Outstanding  have given any  request,
demand,  authorization,  direction,  notice,  consent, or waiver under any Basic
Document,  Notes  owned by the Issuer,  any other  obligor  upon the Notes,  the
Seller,  the Servicer or any Affiliate of any of the foregoing  Persons shall be
disregarded  and deemed  not to be  Outstanding,  except  that,  in  determining
whether the Indenture Trustee shall be protected in relying on any such request,
demand, authorization,  direction, notice, consent, or waiver, only Notes that a
Responsible  Officer of the  Indenture  Trustee knows to be so owned shall be so
disregarded.  Notes owned by the Issuer,  any other obligor upon the Notes,  the
Seller,  the Servicer or any Affiliate of any of the foregoing Persons that have
been  pledged  in good  faith may be  regarded  as  Outstanding  if the  pledgee
establishes to the satisfaction of the Indenture  Trustee the pledgee's right so
to act with  respect to such Notes and that the pledgee is not the  Issuer,  any
other obligor upon the Notes,  the Seller,  the Servicer or any Affiliate of any
of the foregoing Persons.
"Outstanding  Actuarial Advances" on the Actuarial Receivables
shall mean the sum, as of the close of business on the last day of a  Collection
Period,  of all Actuarial  Advances as reduced as provided in Section  4.4(a) of
the Sale and Servicing Agreement.

                  "Outstanding Advances" shall mean either Outstanding Actuarial
Advances or Outstanding Simple Interest Advances or both, as applicable.

                  "Outstanding  Simple Interest Advances" on the Simple Interest
Receivables shall mean the sum, as of the close of business on the last day of a
Collection  Period,  of all Simple  Interest  Advances as reduced as provided in
Section 4.4(b) of the Sale and Servicing Agreement.

                  "Owner  Trustee"  shall mean The Bank of New York,  a New York
banking corporation,  not in its individual capacity but solely as Owner Trustee
under  the Trust  Agreement,  or any  successor  Owner  Trustee  under the Trust
Agreement.

                  "Owner Trust Estate" shall mean all right,  title and interest
of the Trust in, to and under the  property  and  rights  assigned  to the Trust
pursuant to Article II of the Sale and Servicing Agreement.

                  "Payahead"  on a Receivable  shall mean the amount,  as of the
close of business on the last day of a Collection  Period,  specified in Section
4.3 of the Sale and Servicing Agreement with respect to such Receivable.

                  "Payahead  Account"  shall mean the  account  established  and
maintained  as such  pursuant  to  Section  4.1(d)  of the  Sale  and  Servicing
Agreement.

                  "Payahead  Balance" on a Receivable  shall mean the sum, as of
the close of business on the last day of a Collection  Period,  of all Payaheads
made by or on behalf of the Obligor with respect to such  Receivable  (including
any amount paid by or on behalf of the Obligor  prior to the Cutoff Date that is
due on or after the Cutoff Date and was not used to reduce the principal balance
of such  Receivable),  as reduced by  applications  of previous  Payaheads  with
respect to such  Receivable,  pursuant to  Sections  4.3 and 4.4 of the Sale and
Servicing Agreement.

                  "Permitted   Investments"   shall   mean,   on  any   date  of
determination,  book-entry  securities,  negotiable  instruments  or  securities
represented  by  instruments  in bearer or registered  form with  maturities not
exceeding the Business Day preceding the next  Distribution  Date (except as set
forth in clause (g) below) which evidence:

(a)                 direct  non-callable  obligations of, and obligations fully
         guaranteed as to timely payment by,  the United States of America;

(b)                 demand  deposits,  time deposits or certificates  of deposit
         of any depository  institution or trust  company  incorporated  under
         the laws of the United  States of America or any state thereof (or any
         domestic  branch of a foreign  bank) and  subject  to  supervision  and
         examination  by  Federal or State banking or depository institution
         authorities;  provided,  however, that at the time of the investment or
         contractual  commitment  to invest  therein,  the  commercial  paper or
         other  short-term  unsecured  debt obligations  (other  than such
         obligations the rating of which is based on the credit of a Person
         other than such  depository  institution or trust  company)  thereof
         shall have a credit rating from each of the Rating Agencies in the
         highest investment category granted thereby;

(c)      commercial  paper having,  at the time of the investment or contractual
         commitment to invest therein, a rating from each of the Rating Agencies
         in the highest investment category granted thereby;

(d)      investments  in money  market  funds  having a rating  from each of the
         Rating  Agencies in the highest  investment  category  granted  thereby
         (including  funds for which the Indenture  Trustee or the Owner Trustee
         or  any  of  their  respective  Affiliates  is  investment  manager  or
         advisor);

(e)      bankers'  acceptances  issued by any  depository  institution  or trust
         company  referred to in clause (b) above;

(f)      repurchase  obligations  with respect to any security  that is a direct
         non-callable  obligation of, or fully  guaranteed by, the United States
         of America or any agency or instrumentality  thereof the obligations of
         which are backed by the full  faith and credit of the United  States of
         America,  in either case entered into with a depository  institution or
         trust company (acting as principal) described in clause (b);
(g)      with  respect to the amounts in the  Reserve  Account,  securities  and
         instruments which do not mature prior to the next Distribution Date and
         will not be required to be sold to meet any  shortfalls  in interest or
         principal owed to the Noteholders or Certificateholders,  provided that
         the Issuer or  Servicer  has  received  written  notification  from the
         Rating  Agencies that the acquisition of such securities or instruments
         as  a  Permitted   Investment  will  not  result  in  a  withdrawal  or
         downgrading of the ratings on the Notes and Certificates; and

(h)      any other  investment  with respect to which the Issuer or the Servicer
         has received  written  notification  from the Rating  Agencies that the
         acquisition  of such  investment  as a  Permitted  Investment  will not
         result in a withdrawal  or  downgrading  of the ratings on the Notes or
         the Certificates.

                  "Person"  shall  mean  any  individual,  corporation,  estate,
partnership,   joint  venture,   association,   joint  stock   company,   trust,
unincorporated   organization,   or   government  or  any  agency  or  political
subdivision thereof.

                  "Physical  Property"  shall have the meaning  assigned to such
term in the definition of "Delivery" above.

                  "Pool  Balance" as of the close of business of the last day of
a  Collection  Period  shall  mean  the  aggregate   Principal  Balance  of  the
Receivables, after giving effect to all payments (other than Payaheads) received
from Obligors, Liquidation Proceeds, Monthly Advances and Purchase Amounts to be
remitted by the Servicer or the Seller,  as the case may be, for such Collection
Period and all Realized Losses during such Collection Period.

                  "Pool Factor" as of the last day of a Collection  Period shall
mean a  seven-digit  decimal  figure  equal to the Pool  Balance  divided by the
Initial Pool Balance.

                  "Predecessor  Note" shall mean, with respect to any particular
Note,  every previous Note  evidencing all or a portion of the same debt as that
evidenced by such particular Note and, for purposes of this definition, any Note
authenticated  and  delivered  under  Section 2.6 of the  Indenture in lieu of a
mutilated,  lost,  destroyed or stolen Note shall be deemed to evidence the same
debt as the mutilated, lost, destroyed or stolen Note.

                  "Prepayment  Date" shall mean, with respect to a prepayment of
the  Certificates  pursuant  to  Section  9.3(a)  of the  Trust  Agreement  or a
distribution  to  Certificateholders  pursuant  to  Section  9.1(c) of the Trust
Agreement, the Distribution Date specified by the Owner Trustee pursuant to said
Section 9.3(a) or 9.1(c), as applicable.

                  "Prepayment   Price"   shall  mean  an  amount  equal  to  the
Certificate  Balance of the Class of Certificates to be prepaid plus accrued and
unpaid interest thereon at the applicable  Certificate Rate plus interest on any
overdue  interest at the applicable  Certificate  Rate (to the extent lawful) to
but excluding the Prepayment Date.

                  "PRIMUS"  shall mean,  until  August 1999,  PRIMUS  Automotive
Financial  Services,  Inc.  (and  any  of  its  subsidiaries),  a  wholly  owned
subsidiary of Ford Credit conducting its business as a corporate entity separate
from Ford Credit and  beginning in August 1999,  Primus  Financial  Services,  a
d/b/a of Ford Credit, conducting its business as a division of Ford Credit.

                  "Principal  Balance"  of a  Receivable,  as of  the  close  of
business on the last day of a Collection Period,  shall mean the Amount Financed
minus the sum of (a) in the case of an Actuarial Receivable, that portion of all
Scheduled  Payments due on or prior to such day allocable to principal using the
actuarial  or  constant  yield  method,  (b) in the  case of a  Simple  Interest
Receivable, that portion of all Scheduled Payments actually received on or prior
to such date allocable to principal  using the Simple Interest  Method,  (c) any
refunded  portion of extended  warranty  protection  plan costs,  or of physical
damage,  credit life, or disability  insurance  premiums  included in the Amount
Financed,  (d) any payment of the Purchase Amount with respect to the Receivable
allocable to principal and (e) any prepayment in full or any partial prepayments
applied to reduce the principal balance of the Receivable.

                  "Principal Distribution Account" shall mean the administrative
subaccount of the Collection Account established and maintained as such pursuant
to Section 4.1(b) of the Sale and Servicing Agreement.

                  "Proceeding"  shall mean any suit in equity,  action at law or
other judicial or administrative proceeding.

                  "Program" shall have the meaning  specified in Section 3.11 of
the Sale and Servicing Agreement.

                  "Prospectus"   shall  have  the  meaning   specified   in  the
Underwriting Agreement.
"Purchase Agreement" shall mean the Purchase Agreement,  dated
as of July 1, 2000, by and between the Seller and Ford Credit.

                  "Purchase  Amount"  shall  mean the  amount,  as of the  close
business  on the  last day of a  Collection  Period,  required  to be paid by an
Obligor  to prepay in full the  respective  Receivable  under the terms  thereof
(which amount shall include a full month's interest, in the month of payment, at
the Annual Percentage Rate).

                  "Purchased  Property"  shall mean the  Receivables and related
property described in Section 2.1(a) of the Purchase Agreement.

                  "Purchased Receivable" shall mean a Receivable purchased as of
the close of business on the last day of the respective Collection Period by the
Servicer  pursuant to Section 3.7 of the Sale and Servicing  Agreement or by the
Seller pursuant to Section 6.2 of the Purchase Agreement.

                  "Purchaser" shall mean the Seller in its capacity as Purchaser
under the Purchase Agreement.

                  "Qualified  Institution" shall mean any depository institution
organized  under  the laws of the  United  States of  America  or any one of the
states thereof or incorporated  under the laws of a foreign  jurisdiction with a
branch or agency  located in the  United  States of America or one of the states
thereof and subject to supervision  and  examination by federal or state banking
authorities which at all times has a short-term deposit rating of P-1 by Moody's
and A-1+ by Standard & Poor's and, in the case of any such institution organized
under the laws of the United  States of America,  whose  deposits are insured by
the Federal Deposit Insurance Corporation or any successor thereto.

                  "Qualified Trust  Institution"  shall mean the corporate trust
department of The Bank of New York, The Chase Manhattan Bank, or any institution
organized  under  the laws of the  United  States of  America  or any one of the
states thereof or incorporated  under the laws of a foreign  jurisdiction with a
branch or agency  located in the  United  States of America or one of the states
thereof and subject to supervision  and  examination by federal or state banking
authorities  which at all times (i) is  authorized  under  such laws to act as a
trustee or in any other fiduciary capacity, (ii) holds not less than one billion
dollars in assets in its fiduciary  capacity,  and (iii) has a long-term deposit
rating of not less than Baa3 from Moody's.

                  "Rating  Agency" shall mean each of the nationally  recognized
statistical  rating  organizations  designated  by the Seller or an Affiliate to
provide a rating  on the Notes or the  Certificates  which is then  rating  such
Notes or  Certificates.  If no such  organization  or successor is any longer in
existence,  "Rating Agency" shall be a nationally recognized  statistical rating
organization  or  other  comparable  Person  designated  by  the  Seller  or  an
Affiliate,  notice of which designation shall be given to the Indenture Trustee,
the Owner Trustee and the Servicer.

                  "Rating  Agency  Condition"  shall mean,  with  respect to any
action,  that each Rating Agency shall have been given prior notice  thereof and
that each of the Rating  Agencies shall have notified the Seller,  the Servicer,
the Owner Trustee and the Indenture Trustee in writing that such action will not
result in a reduction or withdrawal  of the then current  rating of the Notes or
the Certificates.

                  "Realized  Losses"  shall  mean,  the excess of the  Principal
Balance of any Liquidated  Receivable  over  Liquidation  Proceeds to the extent
allocable to principal received in the Collection Period.

                  "Receivable"  shall mean any retail  installment sale contract
which  shall  appear  on  the  Schedule  of  Receivables   and  any  amendments,
modifications or supplements to such retail  installment sale contract which has
not been released by the Indenture Trustee and the Owner Trustee from the Trust.

                  "Receivable  Files" shall mean the  documents  specified in
Section 2.4 of the Sale and Servicing Agreement.

                  "Receivables  Purchase Price" shall mean the fair market value
of the  Receivables  on the  Closing  Date,  as set forth on  Schedule  A to the
Purchase Agreement.

                  "Record Date" shall mean, (i) with respect to any Distribution
Date or Redemption  Date and any  Book-Entry  Note, the close of business on the
day prior to such  Distribution  Date or Redemption Date or, with respect to any
Definitive  Note,  the last day of the month  preceding  the month in which such
Distribution  Date or  Redemption  Date  occurs  and (ii)  with  respect  to any
Distribution Date or Prepayment Date and any Certificate,  the close of business
on the last day of the month preceding the month in which such Distribution Date
or Prepayment Date occurs.

                  "Redemption  Date" shall mean with respect to a redemption  of
the Class A Notes,  the VPTNs and the Class B Notes  pursuant to Section 10.1 of
the Indenture,  the Distribution Date specified by the Servicer pursuant to said
Section 10.1.
"Redemption  Price"  shall mean an amount  equal to the unpaid
principal  amount of the Class of Notes to be redeemed  plus  accrued and unpaid
interest  thereon at the  applicable  Note  Interest  Rate plus  interest on any
overdue  interest at the applicable Note Interest Rate (to the extent lawful) to
but excluding the Redemption Date.

                  "Registered  Noteholder" shall mean the Person in whose name a
Note is registered on the Note Register on the applicable Record Date.

                  "Regular  Principal  Distribution  Amount"  shall  mean,  with
respect  to any  Distribution  Date,  an amount  not less than zero equal to the
difference  between  (i) the  excess,  if any,  of (a) the sum of the  aggregate
outstanding  principal  amount of all the Notes  and the  Aggregate  Certificate
Balance of all of the Certificates as of the preceding  Distribution Date (after
giving effect to any principal  payments made on the  Securities and issuance of
any additional VPTNs on such preceding  Distribution  Date) or the Closing Date,
as the case may be,  less the  amount on  deposit  in the  Accumulation  Account
(exclusive of investment earnings) after giving effect to all principal payments
on the  Securities on such preceding  Distribution  Date over (b) the difference
between (x) the Pool Balance at the end of the Collection  Period preceding such
Distribution  Date  minus  (y)  the sum of the  Specified  Overcollateralization
Amount  with  respect  to  such  Distribution  Date  and  the  Yield  Supplement
Overcollateralization  Amount with respect to such Distribution Date, minus (ii)
the sum of the First Priority  Principal  Distribution  Amount,  if any, and the
Second Priority Principal Distribution Amount, if any, each with respect to such
Distribution Date; provided,  however,  that the Regular Principal  Distribution
Amount shall not exceed the sum of the aggregate outstanding principal amount of
all  of  the  Notes  and  the  Aggregate  Certificate  Balance  of  all  of  the
Certificates  on such  Distribution  Date (after  giving effect to any principal
payments  made on the  Securities  on such  Distribution  Date in respect of the
First Priority  Principal  Distribution  Amount, if any, and the Second Priority
Principal  Distribution  Amount,  if any); and provided,  further,  that (i) the
Regular  Principal  Distribution  Amount on or after the Class C Final Scheduled
Distribution  Date shall not be less than the amount that is necessary to reduce
the  Certificate  Balance  of the  Class C  Certificates  to zero;  and (ii) the
Regular  Principal  Distribution  Amount on or after the Class D Final Scheduled
Distribution  Date shall not be less than the amount that is necessary to reduce
the Certificate Balance of the Class D Certificates to zero.

                  "Related  Agreements"  shall have the meaning specified in the
recitals to the Administration Agreement.

                  "Representative" shall mean Morgan Stanley & Co. Incorporated,
as representative of the several Underwriters.

                  "Repurchase  Event" shall mean the  occurrence  of a breach of
any of the Seller's  representations and warranties  contained in Section 3.2(b)
of the  Purchase  Agreement  obligating  the  Seller to  repurchase  Receivables
thereunder at the Purchase Amount from the Purchaser or from the Trust.

                  "Required  Rating"  shall  mean a  rating  on  (i)  short-term
unsecured debt obligations of P-1 by Moody's and (ii) short-term  unsecured debt
obligations  of A-1+ by Standard & Poor's and (iii)  short-term  unsecured  debt
obligations  of F1+ by  Fitch,  if  rated by  Fitch;  and any  requirement  that
short-term unsecured debt obligations have the "Required Rating" shall mean that
such short-term  unsecured debt obligations have the foregoing  required ratings
from each of such Rating Agencies.

                  "Reserve  Account"  shall  mean the  account  established  and
maintained  as such  pursuant  to  Section  4.8(a)  of the  Sale  and  Servicing
Agreement.

                  "Reserve Account Property" shall have the meaning specified in
Section 4.8(a) of the Sale and Servicing Agreement.

                  "Reserve  Account  Release Amount" shall mean, with respect to
any Distribution  Date, an amount equal to the excess, if any, of (i) the amount
of cash or other  immediately  available  funds in the  Reserve  Account on such
Distribution Date (prior to giving effect to any withdrawals  therefrom relating
to such Distribution  Date) over (ii) the Specified Reserve Balance with respect
to such Distribution Date.
"Reserve  Initial  Deposit"  shall mean,  with  respect to the
Closing Date, $10,999,885.98.

                  "Sale  and  Servicing  Agreement"  shall  mean  the  Sale  and
Servicing  Agreement,  dated as of July 1,  2000,  by and  among the  Trust,  as
issuer, the Seller, as seller, and Ford Credit, as servicer.

                  "Scheduled  Payment" shall mean, for any Collection Period for
any Receivable,  the amount  indicated in such Receivable as required to be paid
by the Obligor in such Collection Period (without giving effect to deferments of
payments  pursuant to Section  3.2 of the Sale and  Servicing  Agreement  or any
rescheduling in any insolvency or similar proceedings).

                  "Schedule of Receivables"  shall mean the list identifying the
Receivables  attached as Schedule A to the Sale and Servicing  Agreement and the
Indenture  and Exhibit B to the  Purchase  Agreement  (which lists may be in the
form of computer tape, microfiche, compact disk or other electronic medium).

                  "Second Priority  Principal  Distribution  Amount" shall mean,
with respect to any Distribution Date, an amount not less than zero equal to the
difference  between (i) the excess,  if any,  of (a) the  aggregate  outstanding
principal amount of the Class A Notes, the VPTNs and the Class B Notes as of the
preceding  Distribution Date (after giving effect to any principal payments made
on the  Class A Notes,  the VPTNs  and  Class B Notes  and the  issuance  of any
additional VPTNs on such preceding Distribution Date) less the amount on deposit
in the  Accumulation  Account  (exclusive of investment  earnings from Permitted
Investments)  after giving effect to all principal payments on the Securities on
such preceding  Distribution  Date over (b) the difference  between (1) the Pool
Balance at the end of the Collection Period preceding such Distribution Date and
(2) the Yield  Supplement  Overcollateralization  Amount  with  respect  to such
Distribution Date minus (ii) the First Priority Principal  Distribution  Amount,
if any, with respect to such  Distribution  Date;  provided,  however,  that the
Second Priority  Principal  Distribution  Amount shall not exceed the sum of the
aggregate  outstanding  principal  amount  of all the  Notes  and the  Aggregate
Certificate  Balance of all of the Certificates on such Distribution Date (after
giving  effect  to any  principal  payments  made  on  the  Securities  on  such
Distribution  Date in  respect  of the  First  Priority  Principal  Distribution
Amount,  if any);  and  provided,  further  that the Second  Priority  Principal
Distribution  Amount on or after the Class B Final Scheduled  Distribution  Date
shall not be less than the amount that is  necessary  to reduce the  outstanding
principal amount of the Class B Notes to zero.

                  "Secretary  of State" shall mean the Secretary of State of the
State of Delaware.

                  "Securities"  shall  mean  the  Notes  and  the  Certificates,
collectively.

                  "Securities  Act" shall mean the  Securities  Act of 1933,  as
amended.

                  "Securityholders"   shall   mean  the   Noteholders   and  the
Certificateholders, collectively.

                  "Seller" shall mean Ford Credit Auto  Receivables  Two L.P. as
the seller of the Receivables under the Sale and Servicing  Agreement,  and each
successor  to Ford  Credit  Auto  Receivables  Two L.P.  (in the same  capacity)
pursuant to Section 5.3 of the Sale and Servicing Agreement.

                  "Servicer"  shall  mean  Ford  Credit as the  servicer  of the
Receivables,  and each successor to Ford Credit (in the same capacity)  pursuant
to Section 6.3 of the Sale and Servicing Agreement.

                  "Servicer's  Certificate"  shall mean a certificate  completed
and  executed  by the  Servicer  by  any  executive  vice  president,  any  vice
president,  the  treasurer,  any assistant  treasurer,  the  controller,  or any
assistant  controller  of the  Servicer  pursuant to Section 3.9 of the Sale and
Servicing Agreement.

                  "Servicing  Fee" shall  mean,  with  respect  to a  Collection
Period,  the fee  payable to the  Servicer  for  services  rendered  during such
Collection Period, which shall be equal to one-twelfth of the Servicing Fee Rate
multiplied by the Pool Balance as of the first day of the Collection Period.

                  "Servicer  Liquidity  Advance"  shall have the  meaning as set
first in Section 4.5 of the Sale and Servicing Agreement.

                  "Sequential   Amortization   Period"   shall  mean  a  Curable
Amortization Period or an Extended Amortization Period.
"Servicing Fee Rate" shall mean 1.0% per annum.

                  "Simple  Interest  Advance" shall mean the amount of interest,
as of the close of business on the last day of a  Collection  Period,  which the
Servicer is required to advance on the Simple Interest  Receivables  pursuant to
Section 4.4(b) of the Sale and Servicing Agreement.

                  "Simple Interest Method" shall mean the method of allocating a
fixed level payment to principal and interest,  pursuant to which the portion of
such  payment that is allocated to interest is equal to the product of the fixed
rate of interest  multiplied by the unpaid principal  balance  multiplied by the
period of time elapsed since the preceding payment of interest was made.

                  "Simple Interest  Receivable"  shall mean any Receivable under
which the portion of a payment  allocable to interest and the portion  allocable
to principal is determined in accordance with the Simple Interest Method.

                  "Specified Credit Enhancement Amount" shall mean, with respect
to any Distribution Date, the greatest of (i) $10,999,885.98,  (ii) 1.00% of the
Pool Balance at the end of the Collection  Period  preceding  such  Distribution
Date or (iii)  the  aggregate  principal  balance  of the  Receivables  that are
delinquent 91 days or more and are not Liquidated  Receivables at the end of the
Collection Period preceding such Distribution Date; provided,  however, that the
Specified Credit  Enhancement Amount with respect to any Distribution Date shall
not  exceed the sum of the  aggregate  outstanding  principal  amount of all the
Notes and the Aggregate  Certificate  Balance of all the  Certificates as of the
preceding  Distribution Date (after giving effect to any principal payments made
on the Securities on such preceding Distribution Date).

                  "Specified  Overcollateralization  Amount"  shall  mean,  with
respect to any  Distribution  Date,  the excess,  if any,  of (a) the  Specified
Credit  Enhancement  Amount over (b) the Specified  Reserve  Balance,  each with
respect to such Distribution Date.

                  "Specified Reserve Balance" shall mean the sum of:

                  (i) the lesser of

                           (a) $10,999,885.98 and

                           (b) the sum of the  aggregate  outstanding  principal
                           amount of all the Notes and the Aggregate Certificate
                           Balance of all the  Certificates  as of the preceding
                           Distribution   Date  (after   giving  effect  to  any
                           principal  payments  made on the  Securities  on such
                           preceding Distribution Date) and

                  (ii)     plus,  in each case, if any amounts are on deposit in
                           the  Accumulation  Account on such
                           Distribution  Date  (after  giving  effect  to all
                           deposits  and  withdrawals  from the
                           Accumulation  Account on such Distribution  Date), an
                           amount equal to the product of (x)
                           the  amount  on  deposit  in  the  Accumulation
                           Account  (after  giving  effect  to all
                           deposits and withdrawals from the Accumulation
                           Account on such Distribution  Date), (y)
                           a  fraction,  the  numerator  of which is the number
                           of  Distribution  Dates  after such
                           Distribution  Date through and including the next
                           Distribution  Date that is a Targeted
                           Scheduled  Distribution  Date for any Subclass of
                           Class A Notes and the  denominator  of
                           which is 12, and (z) the weighted  average  interest
                           rate of the outstanding  Securities
                           on such date  (after  giving effect to all  principal
                           payments  on such  date)  minus
                           (one-month  LIBOR as  determined  for the Interest
                           Period  beginning  on the  preceding
                           Distribution Date less 2.50%).

                  "Spread" means with respect to any VPTN,  the percentage  over
LIBOR as  determined  at the time of issuance  as set forth in such VPTN,  which
percentage shall not exceed 1.50%.

                  "Standard  & Poor's"  shall  mean  Standard  & Poor's  Ratings
Services, a division of The McGraw-Hill Companies, Inc.

                  "State"  shall  mean any state or  commonwealth  of the United
States of America, or the District of Columbia.
"Subclass" shall mean any subclass of Class A Notes, including
the Class A-1  Notes,  the Class A-2 Notes,  the Class A-3 Notes,  the Class A-4
Notes and the Class A-5 Notes.

                  "Successor  Servicer"  shall mean an institution  appointed as
successor Servicer pursuant to Section 9.2 of the Sale and Servicing Agreement.

                  "Supplemental  Servicing  Fee" shall mean,  the fee payable to
the Servicer for certain  services  rendered  during the  respective  Collection
Period,  determined  pursuant  to and  defined  in  Section  3.8 of the Sale and
Servicing Agreement.

                  "Swap   Counterparty"   shall  mean  Westdeutsche   Landesbank
Girozentrale, acting through its New York Branch, as swap counterparty under the
Interest Rate Swap Agreement,  or any successor or replacement swap counterparty
from time to time under the Interest Rate Swap Agreement. Each Swap Counterparty
(or the institution guaranteeing such Swap Counterparty's obligations) must have
ratings at least equal to "Aa3" by  Moody's,  "AA-" by Fitch and "AA-" by S&P at
the time of entry into the Interest Rate Swap Agreement.

                  "Swap  Payment"  shall mean on any  Distribution  Date the net
amount, if any, then payable by the Issuer to the Swap  Counterparty,  excluding
any Swap Termination Payments.

                  "Swap Termination  Payment" shall mean any termination payment
payable by the Issuer to the Swap  Counterparty  or by the Swap  Counterparty to
the Issuer under the Interest Rate Swap Agreement.

                  "Swap  Receipt"  shall mean on any  Distribution  Date the net
amount, if any, then payable by a Swap Counterparty to the Issuer, excluding any
Swap Termination Payments.

                  "Targeted  Scheduled  Distribution Date" shall mean as set
forth below for each Subclass of Class A Notes:

                                      Targeted Scheduled

         Subclass                     Distribution Date
Class A-1 Notes                        January 15, 2001
Class A-2 Notes                         July 15, 2001
Class A-3 Notes                        January 15, 2002
Class A-4 Notes                         July 15, 2002
Class A-5 Notes                        January 15, 2003

                  "Total  Required  Payment"  shall  mean,  with  respect to any
Distribution  Date,  the sum of the Servicing Fee and all unpaid  Servicing Fees
from prior Collection  Periods,  the Accrued Class A Note Interest,  the Accrued
VPTN Interest,  any Swap Payment,  any Swap  Termination  Payment payable by the
Issuer to the Swap  Counterparty,  the  First  Priority  Principal  Distribution
Amount,  the  Accrued  Class B Note  Interest,  the  Second  Priority  Principal
Distribution  Amount,  the Accrued Class C Certificate  Interest and the Accrued
Class D Certificate Interest;  provided,  however, that following the occurrence
and during the  continuation  of an Event of Default  which has  resulted  in an
acceleration of the Notes, on any Distribution  Date until the Distribution Date
on which  the  outstanding  principal  amount  of all the Notes has been paid in
full, the Total Required Payment shall mean the sum of the Servicing Fee and all
unpaid  Servicing Fees from prior Collection  Periods,  the Accrued Class A Note
Interest, the
Accrued VPTN Interest, any Swap Payment, any Swap Termination Payment payable by
the Issuer to the Swap  Counterparty,  the Accrued Class B Note Interest and the
amount necessary to reduce the outstanding  principal amount of all the Notes to
zero.

                  "Transfer" shall have the meaning  specified in Section 3.3 of
the Trust Agreement.

                  "Treasury  Regulations"  shall  mean  regulations,   including
proposed or temporary  regulations,  promulgated  under the Code.  References to
specific provisions of proposed or temporary regulations shall include analogous
provisions  of  final   Treasury   Regulations  or  other   successor   Treasury
Regulations.

                  "Trust"  shall mean Ford  Credit Auto Owner  Trust  2000-D,  a
Delaware business trust established pursuant to the Trust Agreement.

                  "Trust Accounts" shall have the meaning specified in Section
4.8(a) of the Sale and Servicing Agreement.

                  "Trust  Agreement"  shall mean the Amended and Restated  Trust
Agreement dated as of July 1, 2000, by and among the Seller,  as depositor,  the
Owner Trustee and the Delaware Trustee.

                  "Trust  Indenture Act" or "TIA" shall mean the Trust Indenture
Act of 1939, as amended, unless otherwise specifically provided.

                  "Trustee  Officer"  shall mean,  with respect to the Indenture
Trustee,  any officer within the Corporate Trust Office of the Indenture Trustee
with direct responsibility for the administration of the Indenture and the other
Basic  Documents on behalf of the Indenture  Trustee and also, with respect to a
particular  matter, any other officer to whom such matter is referred because of
such officer's  knowledge of and  familiarity  with the particular  subject and,
with respect to the Owner Trustee, any officer within the Corporate Trust Office
of the Owner Trustee with direct  responsibility  for the  administration of the
Trust Agreement and the other Basic Documents on behalf of the Owner Trustee.

                  "Trust  Property"  shall  have  the  meaning  as set  forth in
Section 2.1(a) of the Sale and Servicing Agreement.

                  "UCC" shall mean the Uniform  Commercial  Code as in effect in
any relevant jurisdiction.

                  "Underwriting   Agreement"   shall   mean   the   Underwriting
Agreement, dated July 18, 2000 between the Seller and the Representatives of the
several Underwriters.

                  "Underwritten Securities" shall mean the Notes and the Class C
Certificates.

                  "VPTN" shall mean the Floating Rate Asset Backed  Variable Pay
Term Notes  issued  from time to time by the Trust  pursuant  to the  Indenture,
substantially in the form of Exhibit VPTN to the Indenture.

                  "VPTN Noteholders'  Interest Carryover  Shortfall" shall mean,
with  respect to any  Distribution  Date,  the  excess of the VPTN  Noteholders'
Monthly Accrued Interest for the preceding Distribution Date and any outstanding
VPTN Noteholders'  Interest Carryover  Shortfall on such preceding  Distribution
Date, over the amount in respect of interest that is actually paid to holders of
the VPTNs on such preceding  Distribution  Date,  plus interest on the amount of
interest due but not paid to holders of the VPTNs on the preceding  Distribution
Date, to the extent  permitted by law, at the  respective  Note  Interest  Rates
borne by such VPTNs for the related Interest Period.

                  "VPTN Noteholders'  Monthly Accrued Interest" shall mean, with
respect to any Distribution Date, the aggregate interest accrued for the related
Interest  Period on each VPTN at the  respective  VPTN Rate for each VPTN on the
outstanding  principal  amount of each such  VPTN on the  immediately  preceding
Distribution Date or the respective date of issuance,  as the case may be, after
giving  effect to all  payments of  principal  to the holders of the VPTNs on or
prior to such preceding Distribution Date.

                  "VPTN  Final  Scheduled  Distribution  Date"  shall  mean  the
January 2005 Distribution Date.

                  "VPTN Issuance Amount" shall mean, for any Targeted  Scheduled
Distribution  Date,  the amount the Issuer is able to issue  pursuant to Section
2.2(d) of the  Indenture,  not to exceed  an amount  equal to (i) the  aggregate
outstanding  principal  balance of the related Subclass of the Class A Notes and
the aggregate  outstanding principal balance of all Class A Notes which were not
paid in full on their Targeted Scheduled Distribution Dates over (ii) the sum of
the amount on deposit in the  Accumulation  Account and the amount on deposit in
the Principal  Distribution  Account, if any, which is allocable to the Subclass
or Subclasses of Class A Notes in (i) above.
"VPTN  Noteholder"  shall mean the Person in whose name a VPTN
is registered on the Note Register, or if no VPTN has been issued and a Servicer
Liquidity Advance has been made, the Servicer.

                  "VPTN Percentage" means, for any Distribution Date, 100% minus
the Class A Percentage for that Distribution Date.

                  "VPTN Proceeds Account" shall mean the account established and
maintained pursuant to Section 4.1(g) of the Sale and Servicing Agreement.

                  "VPTN  Rate"  shall mean,  with  respect to each VPTN,  on any
Distribution  Date,  the rate  equal to  one-month  LIBOR on the  related  LIBOR
Determination  Date plus the fixed percentage spread for such VPTN determined at
the time of issuance  based on market  conditions;  provided  that such interest
rate shall not exceed  one-month LIBOR plus 1.50%.  Interest with respect to any
VPTN shall be computed on the basis of actual  days  elapsed and a 360-day  year
for all purposes of the Basic Documents.

                  "Void  Transfer"  shall have the meaning  specified in Section
3.3 of the Trust Agreement.

                  "Yield  Supplement  Overcollateralization  Amount" shall mean,
with  respect  to any  Distribution  Date,  the  amount  specified  on the Yield
Supplement  Overcollateralization  Schedule  with  respect to such  Distribution
Date.

                  "Yield Supplement  Overcollateralization  Schedule" shall mean
for the Closing Date and each  Distribution  Date listed  below,  the  following
schedule:

Closing Date:              $ 122,140,427.01
August 2000:               $ 117,136,075.56
September 2000:            $ 112,227,268.64
October 2000:              $ 107,415,372.15
November 2000:             $ 102,701,678.16
December 2000:             $  98,087,519.93
January 2001:              $  93,574,222.19
February 2001:             $  89,163,113.35
March 2001:                $  84,855,487.46
April 2001:                $  80,652,712.04
May 2001:                  $  76,556,131.51
June 2001:                 $  72,567,086.81
July 2001:                 $  68,686,912.98
August 2001:               $  64,916,981.70
September 2001:            $  61,258,667.69
October 2001:              $  57,712,292.24
November 2001:             $  54,277,969.70
December 2001:             $  50,956,018.22
January 2002:              $  47,746,857.89
February 2002:             $  44,650,601.48
March 2002:                $  41,667,416.81
April 2002:                $  38,797,596.59
May 2002:                  $  36,041,326.81
June 2002:                 $  33,398,601.47
July 2002:                 $  30,869,562.27
August 2002:               $  28,454,550.89
September 2002:            $  26,154,317.24
October 2002:              $  23,968,933.94
November 2002:             $  21,898,322.27
December 2002:             $  19,942,170.44
January 2003:              $  18,099,520.64
February 2003:             $  16,368,080.05
March 2003:                $  14,745,071.64
April 2003:                $  13,227,662.44
May 2003:                  $  11,812,369.42
June 2003:                 $  10,493,419.43
July 2003:                 $   9,269,940.55
August 2003:               $   8,141,226.77
September 2003:            $   7,105,336.35
October 2003:              $   6,158,631.93
November 2003:             $   5,296,298.19
December 2003:             $   4,513,639.66
January 2004:              $   3,807,190.60
February 2004:             $   3,174,264.52
March 2004:                $   2,612,243.51
April 2004:                $   2,118,224.32
May 2004:                  $   1,688,422.48
June 2004:                 $   1,317,512.20
July 2004:                 $   1,003,187.53
August 2004:               $     742,923.83
September 2004:            $     532,308.44
October 2004:              $     365,991.28
November 2004:             $     238,152.47
December 2004:             $     142,847.53
January 2005:              $      75,871.48
February 2005:             $      32,805.18
March 2005:                $       9,156.98
April 2005:                $          85.23