Exhibit 4.1

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                 FORD CREDIT FLOORPLAN MASTER OWNER TRUST [__]
                                    Issuer



                              [INDENTURE TRUSTEE]
                               Indenture Trustee




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

                                   INDENTURE

                         Dated as of [______ __, 200_]


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






                              ASSET BACKED NOTES








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<PAGE>

                               Table of Contents

                                                                          Page
                                                                          ----

                                   ARTICLE I
                                  DEFINITIONS

     Section 1.01.   Definitions...........................................  3
     Section 1.02.   Other Definitional Provisions......................... 20

                                  ARTICLE II
                                   THE NOTES

     Section 2.01.   Form Generally........................................ 21
     Section 2.02.   Denominations......................................... 21
     Section 2.03.   Execution, Authentication and Delivery................ 22
     Section 2.04.   Authenticating Agent.................................. 22
     Section 2.05.   Registration of and Limitations on Transfer and
                     Exchange of Notes..................................... 23
     Section 2.06.   Mutilated, Destroyed, Lost or Stolen Notes............ 25
     Section 2.07.   Persons Deemed Owners................................. 26
     Section 2.08.   Appointment of Paying Agent........................... 26
     Section 2.09.   Access to List of Noteholders' Names and Addresses.... 27
     Section 2.10.   Cancellation.......................................... 27
     Section 2.11.   Release of Collateral................................. 28
     Section 2.12.   New Issuances......................................... 28
     Section 2.13.   Book-Entry Notes...................................... 29
     Section 2.14.   Notices to Clearing Agency or
                     Foreign Clearing Agency............................... 30
     Section 2.15.   Definitive Notes...................................... 31
     Section 2.16.   Global Note; Euro-Note Exchange Date.................. 31
     Section 2.17.   Meetings of Noteholders............................... 32
     Section 2.18.   Uncertificated Classes................................ 32

                                  ARTICLE III
                    REPRESENTATIONS AND COVENANTS OF ISSUER

     Section 3.01.   Payment of Principal and Interest..................... 32
     Section 3.02.   Maintenance of Office or Agency....................... 33
     Section 3.03.   Money for Note Payments to Be Held in Trust........... 33
     Section 3.04.   Existence............................................. 34
     Section 3.05.   Protection of Trust................................... 35
     Section 3.06.   Opinions as to Trust Assets........................... 35
     Section 3.07.   Performance of Obligations; Servicing of Receivables.. 35
     Section 3.08.   Negative Covenants.................................... 37
     Section 3.09.   Statements as to Compliance........................... 38
     Section 3.10.   Issuer May Consolidate, Etc., Only on Certain Terms... 38
     Section 3.11.   Successor Substituted................................. 40
     Section 3.12.   No Other Business..................................... 40
     Section 3.13.   No Borrowing.......................................... 41
     Section 3.14.   Servicer's Obligations................................ 41
     Section 3.15.   Guarantees, Loans, Advances and Other Liabilities..... 41
     Section 3.16.   Capital Expenditures.................................. 41
     Section 3.17.   Removal of Administrator.............................. 41
     Section 3.18.   Restricted Payments................................... 41
     Section 3.19.   Notice of Events of Default........................... 42
     Section 3.20.   Further Instruments and Acts.......................... 42

                                  ARTICLE IV
                          SATISFACTION AND DISCHARGE

     Section 4.01.   Satisfaction and Discharge of Indenture............... 42
     Section 4.02.   Application of Trust Money............................ 44

                                   ARTICLE V
                  AMORTIZATION EVENTS, DEFAULTS AND REMEDIES

     Section 5.01.   Amortization Events................................... 44
     Section 5.02.   Events of Default..................................... 44
     Section 5.03.   Acceleration of Maturity; Rescission and Annulment.... 46
     Section 5.04.   Collection of Indebtedness and Suits for
                     Enforcement by Indenture Trustee...................... 46
     Section 5.05.   Remedies; Priorities.................................. 49
     Section 5.06.   Optional Preservation of Trust Assets................. 50
     Section 5.07.   Limitation on Suits................................... 50
     Section 5.08.   Unconditional Rights of Noteholders to
                     Receive Principal and Interest........................ 51
     Section 5.09.   Restoration of Rights and Remedies.................... 52
     Section 5.10.   Rights and Remedies Cumulative........................ 52
     Section 5.11.   Delay or Omission Not Waiver.......................... 52
     Section 5.12.   Rights of Noteholders to Direct Indenture Trustee..... 52
     Section 5.13.   Waiver of Past Defaults............................... 53
     Section 5.14.   Undertaking for Costs................................. 53
     Section 5.15.   Waiver of Stay or Extension Laws...................... 54
     Section 5.16.   Sale of Trust Assets.................................. 54
     Section 5.17.   Action on Notes....................................... 54

                                  ARTICLE VI
                             THE INDENTURE TRUSTEE

     Section 6.01.   Duties of Indenture Trustee........................... 55
     Section 6.02.   Notice of Amortization Event, Events of Default or
                     Servicer Default...................................... 57
     Section 6.03.   Rights of Indenture Trustee........................... 57
     Section 6.04.   Not Responsible for Recitals or Issuance of Notes..... 58
     Section 6.05.   May Hold Notes........................................ 59
     Section 6.06.   Money Held in Trust................................... 59
     Section 6.07.   Compensation, Reimbursement and Indemnification....... 59
     Section 6.08.   Replacement of Indenture Trustee...................... 60
     Section 6.09.   Successor Indenture Trustee by Merger................. 61
     Section 6.10.   Appointment of Co-Indenture Trustee or
                     Separate Indenture Trustee............................ 61
     Section 6.11.   Eligibility; Disqualification......................... 62
     Section 6.12.   Preferential Collection of Claims Against............. 63
     Section 6.13.   Tax Returns........................................... 63
     Section 6.14.   Representations and Covenants of Indenture Trustee.... 63
     Section 6.15.   The Securities Intermediary........................... 64

                                  ARTICLE VII
         NOTEHOLDERS' LIST AND REPORTS BY INDENTURE TRUSTEE AND ISSUER

     Section 7.01.   Issuer to Furnish Indenture Trustee Names and
                     Addresses of Noteholders.............................. 65
     Section 7.02.   Preservation of Information; Communications
                     to Noteholders........................................ 65
     Section 7.03.   Reports by Issuer..................................... 65
     Section 7.04.   Reports by Indenture Trustee.......................... 66
     Section 7.05.   Notice by Publication................................. 66

                                 ARTICLE VIII
                   ALLOCATION AND APPLICATION OF COLLECTIONS

     Section 8.01.   Collection of Money................................... 66
     Section 8.02.   Rights of Noteholders................................. 67
     Section 8.03.   Establishment of Collection Account and
                     Excess Funding Account................................ 67
     Section 8.04.   Collections and Allocations........................... 71
     Section 8.05.   Interest Reallocation Groups; Excess Interest
                     Sharing Groups; Principal Sharing Groups.............. 72
     Section 8.06.   Shared Enhancement Series............................. 73
     Section 8.07.   [Reserved]............................................ 73
     Section 8.08.   [Reserved]............................................ 73
     Section 8.09.   Release of Trust Assets; Eligible Loan Documents...... 73

                                  ARTICLE IX
                   DISTRIBUTIONS AND REPORTS TO NOTEHOLDERS

     Section 9.01.   Distributions and Reports to Noteholders.............. 74

                                   ARTICLE X
                            SUPPLEMENTAL INDENTURES

     Section 10.01.  Supplemental Indentures without Consent
                     of Noteholders........................................ 74
     Section 10.02.  Supplemental Indentures with Consent of Noteholders... 76
     Section 10.03.  Execution of Supplemental Indentures.................. 78
     Section 10.04.  Effect of Supplemental Indenture...................... 78
     Section 10.05.  Conformity with Trust Indenture Act................... 78
     Section 10.06.  Reference in Notes to Supplemental Indentures......... 78

                                  ARTICLE XI
                                  TERMINATION

     Section 11.01.  Termination of Trust.................................. 78
     Section 11.02.  Final Distribution.................................... 79
     Section 11.03.  Transferor's Termination Rights....................... 80
     Section 11.04.  Defeasance............................................ 80

                                  ARTICLE XII
                                 MISCELLANEOUS

     Section 12.01.  Compliance Certificates, Opinions, etc................ 81
     Section 12.02.  Form of Documents Delivered to Indenture Trustee...... 83
     Section 12.03.  Acts of Noteholders................................... 84
     Section 12.04.  Notices, etc. to Indenture Trustee and Issuer......... 85
     Section 12.05.  Notices to Noteholders; Waiver........................ 85
     Section 12.06.  Alternate Payment and Notice Provisions............... 86
     Section 12.07.  Conflict with Trust Indenture Act..................... 86
     Section 12.08.  Effect of Headings and Table of Contents.............. 86
     Section 12.09.  Successors and Assigns................................ 86
     Section 12.10.  Separability.......................................... 86
     Section 12.11.  Benefits of Indenture................................. 87
     Section 12.12.  Governing Law......................................... 87
     Section 12.13.  Counterparts.......................................... 87
     Section 12.14.  Trust Obligation...................................... 87
     Section 12.15.  No Petition........................................... 87


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          RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939
                           AND INDENTURE PROVISIONS*

Trust Indenture Act Section                        Indenture Section
---------------------------                        -----------------
        310(a)(1).................................      6.11
           (a)(2).................................      6.11
           (a)(3).................................      6.10
           (a)(4).................................      Not Applicable
           (a)(5).................................      6.11
           (b)....................................      6.08, 6.11
           (c)....................................      Not Applicable
        311(a)....................................      6.12
           (b)....................................      6.12
           (c)....................................      Not Applicable
        312(a)....................................      7.01, 7.02(a)
           (b)....................................      7.02(b)
           (c)....................................      7.02(c)
        313(a)....................................      7.04
           (b)....................................      7.04
           (c)....................................      7.03, 7.04
           (d)....................................      7.04
        314(a)....................................      3.09, 7.03(a)
           (b)....................................      3.06
           (c)(1).................................      2.11, 8.09(c), 12.01(a)
           (c)(2).................................      2.11, 8.09(c), 12.01(a)
           (c)(3).................................      2.11, 8.09(c), 12.01(a)
           (d)(1).................................      2.11, 8.09(c), 12.01(b)
           (d)(2).................................      Not Applicable
           (d)(3).................................      Not Applicable
           (e)....................................     12.01(a)
        315(a)....................................      6.01(b)
           (b)....................................      6.02
           (c)....................................      6.01(c)
           (d)....................................      6.01(d)
           (d)(1).................................      6.01(d)
           (d)(2).................................      6.01(d)
           (d)(3).................................      6.01(d)
           (e)....................................      5.14
        316(a)(1)(A)..............................      5.12
        316(a)(1)(B)..............................      5.13
        316(a)(2).................................      Not Applicable
        316(b)....................................      5.08
        317(a)(1).................................      5.04
        317(a)(2).................................      5.04(d)
        317(b)....................................      5.04(a)
        318(a)....................................     12.07
______________

*This reconciliation and tie is not, for any purpose, to be deemed to be
part of the within Indenture.

<PAGE>

     INDENTURE, dated as of [______ __, 200_], by and between [FORD CREDIT
FLOORPLAN MASTER OWNER TRUST [__], a Delaware business trust, as Issuer, and
[INDENTURE TRUSTEE], a [__________] banking [association] [corporation], as
Indenture Trustee,

                                   RECITALS

     A. The Issuer and the Indenture Trustee are executing and delivering this
Indenture to provide for the issuance from time to time by the Issuer of Notes
in one or more Series, the principal terms of which will be specified in one
or more Indenture Supplements to this Indenture.

     B. The obligations of the Issuer under all Notes issued under this
Indenture will be equally and ratably secured by, among other things,
Receivables and, if applicable, interests in Other Floorplan Assets from time
to time transferred to the Issuer by the Transferor[s] pursuant to the
Transfer and Servicing Agreement[s], such Receivables and interests in any
Other Floorplan Assets having, in turn, been sold to the Transferor[s] by the
Seller pursuant to the Receivables Purchase Agreement[s] with the
Transferor[s].

     In consideration of the mutual covenants and agreements herein contained,
and other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties hereto agree as follows:

                               GRANTING CLAUSES

     The Issuer hereby Grants to the Indenture Trustee, for the benefit of the
Noteholders and any Series Enhancers, all of the Issuer's right, title and
interest (whether now owned or hereafter acquired) in, to and under the
following (collectively, the "Collateral"):

          (i) the Receivables transferred to the Issuer pursuant to the
     Transfer and Servicing Agreement[s], including all Related Security with
     respect thereto and all monies, instruments, investment property and
     other property distributed or distributable in respect of such
     Receivables (together with all interest, proceeds, earnings, income,
     revenue, dividends and other distributions thereof);

          (ii) if applicable, interests in Other Floorplan Assets transferred
     to the Issuer pursuant to the Transfer and Servicing Agreement[s],
     including all monies, instruments, investment property and other property
     distributed or distributable in respect of such interests in Other
     Floorplan Assets (together with all interest, proceeds, earnings, income,
     revenue, dividends and other distributions thereof);

          (iii) all Eligible Investments and all monies, instruments,
     securities, security entitlements, documents, certificates of deposit and
     other property from time to time on deposit in or credited to the
     Collection Account, the Series Accounts and the Excess Funding Account
     (including any subaccount thereof) and in all interest, proceeds,
     earnings, income, revenue, dividends and other distributions thereof
     (including any accrued discount realized on liquidation of any investment
     purchased at a discount);

          (iv) all rights, remedies, powers, privileges and claims of the
     Issuer under or with respect to the Transfer and Servicing Agreement[s]
     and the Receivables Purchase Agreement[s] (whether arising pursuant to
     the terms of such agreements or otherwise available to the Issuer at law
     or in equity), including the rights of the Issuer to enforce the Transfer
     and Servicing Agreement[s] and the Receivables Purchase Agreement[s] and
     to give or withhold any and all consents, requests, notices, directions,
     approvals, extensions or waivers under or with respect to the Transfer
     and Servicing Agreement[s] and the Receivables Purchase Agreement[s]; and

          (v) all present and future claims, demands, causes of action and
     choses in action regarding any of the foregoing and all payments on any
     of the foregoing and all proceeds of any nature whatsoever regarding any
     of the foregoing, including all proceeds of the voluntary or involuntary
     conversion thereof into cash or other liquid property and all cash
     proceeds, accounts, accounts receivable, notes, drafts, acceptances,
     chattel paper, checks, deposit accounts, insurance proceeds, condemnation
     awards, rights to payment of any kind and other forms of obligations and
     receivables, instruments and other property that at any time constitute
     any part of or are included in the proceeds of any of the foregoing.

     The foregoing Grants are made in trust to secure (a) the Issuer's
obligations under the Notes equally and ratably without prejudice, priority or
distinction between any Note and any other Notes, except to the extent
expressly provided in the Notes, this Indenture or the related Indenture
Supplements, (b) the Issuer's obligations under any Series Enhancement
Agreements entered into with any Series Enhancers, but only to the extent
expressly provided in such Series Enhancement Agreements, this Indenture or
the related Indenture Supplements, (c) the payment of all other sums payable
under the Notes, this Indenture and the related Indenture Supplements and (d)
the compliance with the terms and conditions of the Notes, this Indenture, the
related Indenture Supplements and any Series Enhancement Agreements entered
into with any Series Enhancers, all as provided herein or therein.

     The Indenture Trustee, as indenture trustee on behalf of the Noteholders
and any Series Enhancers, hereby acknowledges the foregoing Grants, accepts
the trusts under this Indenture in accordance with the provisions of this
Indenture, and agrees to perform the duties herein required to the end that
the interests of the Noteholders and any Series Enhancers may be adequately
protected.

                                  ARTICLE I

                                  DEFINITIONS

     Section 1.01. Definitions.

     Whenever used in this Indenture, the following words and phrases have the
following meanings, and the definitions of such terms are applicable to the
singular as well as the plural forms of such terms and to the masculine as
well as to the feminine and neuter genders of such terms.

     "Accumulation Period" means, with respect to any Series, or any Class
within a Series, a period following the Revolving Period, during which
Principal Collections and other amounts treated as Principal Collections are
accumulated in a Series Account for the benefit of the Noteholders of such
Series or Class and which will be the controlled accumulation period, the
early accumulation period or other accumulation period, in each case as
defined with respect to such Series or Class in the related Indenture
Supplement.

     "Act" has the meaning specified in Section 12.03(a).

     "Administration Agreement" means the Administration Agreement, dated as
of [______ __, 200_], between the Issuer and the Administrator, as the same
may be amended, supplemented or otherwise modified from time to time.

     "Administrator" means Ford Credit, or its permitted successors and
assigns, or any successor Administrator under the Administration Agreement.

     "Adverse Effect" has the meaning specified in the Transfer and Servicing
Agreement[s].

     "Adjusted Pool Balance" means, as of any date of determination, the sum
of the Pool Balance as of such date and the Excess Funding Amount as of such
date.

     "Affiliate" means, 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 specified Person means 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" have meanings correlative to the foregoing.

     "Agreement" means this Indenture, as the same may be amended,
supplemented or otherwise modified from time to time, including, with respect
to any Series or Class, the related Indenture Supplement.

     "Amortization Event" means, with respect to any Series, a Trust
Amortization Event or a Series Amortization Event.

     "Amortization Period" means, with respect to any Series, or any Class
within a Series, a period following the Revolving Period or Accumulation
Period, as applicable, during which Principal Collections and other amounts
treated as Principal Collections are distributed to the Noteholders of such
Series or Class and which will be the controlled amortization period, the
early amortization period, partial amortization period or other amortization
period, in each case as defined with respect to such Series or Class in the
related Indenture Supplement.

     "Applicants" has the meaning specified in Section 2.09.

     "Authorized Officer" means:

          (a) with respect to the Issuer, any officer of the Owner Trustee who
     is authorized to act for the Owner Trustee in matters relating to the
     Issuer and who is identified on the list of Authorized Officers,
     containing the specimen signature of each such Person, delivered by the
     Owner Trustee to the Indenture Trustee on the Closing Date (as such list
     may be modified or supplemented from time to time thereafter) and any
     Vice President or more senior 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 who is identified on the list of Authorized Officers
     (containing the specimen signatures of such officers) delivered by the
     Administrator to the Indenture Trustee on the Closing Date (as such list
     may be modified or supplemented from time to time thereafter);

          (b) with respect to [the] [each] Transferor, any officer of the
     Transferor[s] who is authorized to act for [the][such] Transferor in
     matters relating to the Transferor and who is identified on the list of
     Authorized Officers, containing the specimen signature of each such
     Person, delivered by [the] [such] Transferor to the Indenture Trustee on
     the Closing Date (as such list may be modified or supplemented from time
     to time thereafter); and

          (c) with respect to the Servicer, any officer of the Servicer who is
     authorized to act for the Servicer in matters relating to the Servicer
     and who is identified on the list of Authorized Officers, containing the
     specimen signature of each such Person, delivered by the Servicer to the
     Indenture Trustee on the Closing Date (as such list may be modified or
     supplemented from time to time thereafter).

     "Bearer Notes" has the meaning specified in Section 2.01.

     "Beneficial Owner" means, with respect to a Book-Entry Note, the Person
who is the owner of such Book-Entry Note, as reflected on the books of the
Clearing Agency or Foreign Clearing Agency, or on the books of a Person
maintaining an account with such Clearing Agency or Foreign Clearing Agency
(directly as a Clearing Agency Participant or as an Indirect Participant, in
accordance with the rules of such Clearing Agency or Foreign Clearing Agency).

     "Book-Entry Notes" means beneficial interests in the Notes, the ownership
and transfers of which will be made through book entries by a Clearing Agency
or Foreign Clearing Agency as described in Section 2.13.

     "Business Day" means (a) any day other than (i) a Saturday or a Sunday or
(ii) another day on which banking institutions or trust companies in the State
of Michigan or the State of New York are authorized or obligated by law,
executive order or governmental decree to be closed and (b) any day specified
in an Indenture Supplement as a "Business Day."

     "Class" means, with respect to any Series, any one of the classes of
Notes of such Series.

     "Clearing Agency" means an organization registered as a "clearing agency"
pursuant to Section 17A of the Exchange Act and serving as clearing agency for
a Series or Class of Book-Entry Notes.

     "Clearing Agency Participant" means 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.

     "Clearstream" means Clearstream Banking, societe anonyme, a professional
depository incorporated under the laws of Luxembourg, and its successors.

     "Closing Date" has, with respect to any Series, the meaning specified in
the related Indenture Supplement.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Collateral" has the meaning specified in the Granting Clauses of this
Indenture.

     "Collection Account" has the meaning specified in Section 8.03(a).

     "Collection Account Cash Subaccount" has the meaning specified in Section
8.03(a).

     "Collection Account Securities Subaccount" has the meaning specified in
Section 8.03(a).

     "Collection Period" means, with respect to each Distribution Date, unless
otherwise provided in an Indenture Supplement, the period from and including
the first day of the preceding calendar month to and including the last day of
such calendar month.

     "Collections" has the meaning specified in the Transfer and Servicing
Agreement[s].

     "Commission" means the Securities and Exchange Commission and its
successors.

     "Corporate Trust Office" means the principal office of the Indenture
Trustee at which at any particular time its corporate trust business will be
administered, which office at date of the execution of this Indenture is
located at [__________________], Attention: [________] (facsimile no.
[____________]) or at such other address as the Indenture Trustee may
designate from time to time by notice to the Noteholders and the
Transferor[s], 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 Transferor[s]); provided, however, that for the
purposes of Section 3.02, the address of any such office will be in the
[Borough of Manhattan of the City of New York.]

     "Coupon" has the meaning specified in Section 2.01.

     "Cut-off Date" has the meaning specified in the Transfer and Servicing
Agreement[s].

     "Date of Processing" means, with respect to any transaction, the date on
which such transaction is first recorded on the Servicer's computer file of
accounts (without regard to the effective date of such recordation).

     "Default" means any occurrence that is, or with notice or the lapse of
time or both would become, an Event of Default.

     "Defeasance" has the meaning specified in Section 11.04(a).

     "Defeased Series" has the meaning specified in Section 11.04(a).

     "Definitive Notes" means Notes in definitive, fully registered form.

     "Deliver," "Delivered" or "Delivery" means, with respect to any Eligible
Investment, when the steps applicable to such item as specified below are
completed:

          (a) if such item is an instrument, delivering such instrument to the
     Indenture Trustee endorsed to the Indenture Trustee or in blank;

          (b) if such item is a certificated security, by delivering such
     certificated security to the Indenture Trustee in bearer form or in
     registered form issued to the Indenture Trustee or endorsed to the
     Indenture Trustee or endorsed in blank;

          (c) if such item is a security entitlement other than a United
     States Security Entitlement, by causing a securities intermediary to
     indicate by book entry that such security entitlement has been credited
     to a securities account of the Indenture Trustee with such securities
     intermediary;

          (d) if such item is a United States Security Entitlement, by causing
     a securities intermediary to indicate by book entry that such United
     States Security Entitlement has been credited to a securities account of
     the Indenture Trustee with such securities intermediary; and

          (e) if such item is a securities account, by causing the securities
     intermediary to indicate by book entry that all security entitlements
     carried in the securities account have been credited to such securities
     account.

     "Deposit Date" means each day on which the Servicer deposits Collections
into the Collection Account pursuant to Section 8.04.

     "Determination Date" means, with respect to any Distribution Date, the
day that is [two] Business Days before such Distribution Date.

     "Distribution Date" means, with respect to any Series, the date specified
in the related Indenture Supplement.

     "Dollars," "$" or "U.S.$" means United States dollars.

     "DTC" means The Depository Trust Company and its successors.

     "Eligible Institution" means any depository institution (which may be the
Owner Trustee or the Indenture Trustee) organized under the laws of the United
States or any one of the states thereof or the District of Columbia (or any
domestic branch of a foreign bank), which depository institution at all times
(a) is a member of the FDIC and (b) has (i) a long-term unsecured debt rating
acceptable to the Rating Agency or (ii) a certificate of deposit rating
acceptable to the Rating Agency. Notwithstanding the previous sentence any
institution the appointment of which satisfies the Rating Agency Condition
will be considered an Eligible Institution. If so qualified, the Servicer may
be considered an Eligible Institution for the purposes of this definition.

     "Eligible Investments" means instruments, securities, securities
entitlements or other investment property with respect to any of the
following:

          (a) direct obligations of, or obligations fully guaranteed as to
     timely payment by, the United States of America;

          (b) demand deposits, time deposits or certificates of deposit
     (having original maturities of no more than 365 days) of depository
     institutions or trust companies incorporated under the laws of the United
     States of America or any state thereof or the District of Columbia (or
     domestic branches of foreign banks) and subject to supervision and
     examination by United States federal or state banking or depository
     institution authorities; provided that at the time of the Issuer's
     investment or contractual commitment to invest therein, the short-term
     debt rating of such depository institution or trust company is in the
     highest rating category of Standard & Poor's and Moody's;

          (c) commercial paper (having original or remaining maturities of no
     more than 30 days) having, at the time of the Issuer's investment or
     contractual commitment to invest therein, a rating in the highest rating
     category of Standard & Poor's and Moody's;

          (d) demand deposits, time deposits and certificates of deposit which
     are fully insured by the FDIC having, at the time of the Issuer's
     investment therein, a rating in the highest rating category of Standard &
     Poor's and Moody's;

          (e) bankers' acceptances (having original maturities of no more than
     365 days) issued by any depository institution or trust company referred
     to in clause (b) above;

          (f) money market funds having, at the time of the Issuer's
     investment therein, a rating in the highest rating category of Standard &
     Poor's and Moody's (including funds for which the Indenture Trustee or
     any of its Affiliates is investment manager or advisor);

          (g) time deposits (having maturities not later than the succeeding
     Distribution Date), other than as referred to in clause (d) above, with a
     Person the commercial paper of which has a credit rating satisfactory to
     Standard & Poor's and Moody's; or

          (h) any other investment of a type or rating that satisfies the
     Rating Agency Condition.

     "Euroclear Operator" means Euroclear Bank, S.A./N.V., as operator of the
Euroclear System or its successor as operator of such system or any system
that is a successor to such system.

     "Event of Default" has the meaning specified in Section 5.02.

     "Excess Funding Account" has the meaning specified in Section 8.03(b).

     "Excess Funding Account Cash Subaccount" has the meaning specified in
Section 8.03(b).

     "Excess Funding Account Securities Subaccount" has the meaning specified
in Section 8.03(b).

     "Excess Funding Amount" means the amount on deposit in the Excess Funding
Account.

     "Excess Interest Collections" has, with respect to any Series, the
meaning specified in the related Indenture Supplement.

     "Excess Interest Sharing Group" means all Excess Interest Sharing Series
that have the same Excess Interest Sharing Group designation.

     "Excess Interest Sharing Series" means a Series that, pursuant to the
related Indenture Supplement, is entitled to receive certain excess Interest
Collections from other Series in the same Excess Interest Sharing Group, as
more specifically set forth in such Indenture Supplement.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "FCAR Corp" means Ford Credit Auto Receivables Corporation, a Delaware
corporation, and its successors.

     "FCAR LLC" means Ford Credit Auto Receivables LLC, a Delaware limited
liability company, and its successors.

     "FDIC" means the Federal Deposit Insurance Corporation and its
successors.

     "Ford" means Ford Motor Company, a Delaware corporation, and its
successors.

     "Ford Credit" means Ford Motor Credit Company, a Delaware corporation,
and its successors.

     "Foreclosure Remedy" has the meaning specified in Sections 5.05(a)(iii)
and (iv).

     "Foreign Clearing Agency" means either Clearstream or the Euroclear
Operator.

     "Global Note" has the meaning specified in Section 2.16.

     "Grant" means to mortgage, pledge, bargain, warrant, alienate, remise,
release, convey, assign, transfer, create, and grant a Lien upon and a
security interest in and right of set-off against, deposit, set over and
confirm pursuant to this Indenture. A Grant of the Collateral or of any other
agreement or instrument includes 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.

     "Indenture" means this Indenture, as the same may be amended,
supplemented or otherwise modified from time to time.

     "Indenture Supplement" means, with respect to any Series, a supplement to
the Indenture, executed and delivered in connection with the original issuance
of the Notes of such Series pursuant to Section 10.01, and an amendment to the
Indenture executed pursuant to Sections 10.01 or 10.02, and, in either case,
including all amendments thereof and supplements thereto.

     "Indenture Trustee" means [Indenture Trustee], a [__________] banking
[association] [corporation], in its capacity as indenture trustee under this
Indenture, its successors in interest and any successor indenture trustee
under this Indenture.

     "Independent" means, when used with respect to any specified Person, that
the Person (a) is in fact independent of the Issuer, any other obligor upon
the Notes, the Transferor[s] 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
Transferor[s] or any Affiliate of any of the foregoing Persons and (c) is not
connected with the Issuer, any such other obligor, the Transferor 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" means 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 12.01, made by an
Independent appraiser or other expert appointed by an Issuer Order, and which
states that the signer has read the definition of "Independent" in this
Indenture and that the signer is Independent within the meaning thereof.

     "Indirect Participant" means other Persons such as securities brokers and
dealers, banks and trust companies that clear or maintain a custodial
relationship with a participant of DTC, either directly or indirectly.

     "Insolvency Event" means, with respect to a specified Person:

          (a) (i) the entry of a decree or order for relief by a court having
     jurisdiction in the premises against such Person or any substantial part
     of its property in an involuntary case under any applicable bankruptcy,
     insolvency or other similar law now or hereafter in effect, (ii) the
     appointment of a conservator, receiver, liquidator, assignee, custodian,
     trustee, sequestrator or similar official for such Person or for all or
     any substantial part of its property or (iii) the ordering of the
     winding-up or liquidation of such Person's business, if the decree or
     order remains unstayed and in effect for a period of 60 consecutive days;

          (b) the commencement by such Person of a voluntary case under any
     applicable bankruptcy, insolvency or other similar law now or hereafter
     in effect, or the consent by such Person to the entry of an order for
     relief in an involuntary case under any such law, or the consent by such
     Person to the appointment of or taking possession by a conservator,
     receiver, liquidator, assignee for the benefit of creditors, custodian,
     trustee, sequestrator or similar official for such Person or for all or
     any substantial part of its property, or the making by the Person of any
     general assignment for the benefit of creditors; or (c) the failure by
     such Person generally to pay its debts as they become due or the
     admission by it in writing (as to which admission the Owner Trustee or
     the Indenture Trustee has written notice) of its inability to pay its
     debts generally as they become due.

     "Interest Collections" has the meaning specified in the Transfer and
Servicing Agreement[s].

     "Interest Collections Shortfalls" has, with respect to any Series, the
meaning specified in the related Indenture Supplement.

     "Interest Reallocation Group" means a group of one or more Series as
specified in the related Indenture Supplement, if any, with respect to which
reallocation of certain Interest Collections and other similar amounts are to
be made among such Series, where applicable, for certain specified purposes as
specified in this Indenture or any related Indenture Supplement, including, to
the extent so specified, pooling amounts available to all Series in the
particular Interest Reallocation Group prior to any application for individual
Series requirements and sharing such amounts among such Series on the basis of
the relative requirements for each such Series.

     "Interest Reallocation Series" means a Series that, pursuant to the
Indenture Supplement therefor, is entitled to share Interest Collections
allocable with Series in the same Interest Reallocation Group as more
specifically set forth in such Indenture Supplement.

     "Invested Amount" has, with respect to any Series, the meaning specified
in the related Indenture Supplement.

     "Investment Company Act" means the Investment Company Act of 1940, as
amended.

     "Issuer" means Ford Credit Floorplan Master Owner Trust [__].

     "Issuer Order" and "Issuer Request" means 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.

     "Lien" means any mortgage, deed of trust, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or other),
preference, participation interest, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever, including any
conditional sale or other title retention agreement and any financing lease
having substantially the same economic effect as any of the foregoing.

     "Moody's" means Moody's Investors Service, Inc., and its successors.

     "Net Adjusted Pool Balance" means, as of any date of determination, the
Adjusted Pool Balance as of such date minus the Non-Conforming Receivable
Amount as of such date.

     "New Issuance" has the meaning specified in Section 2.12.

     "Note Interest Rate" means, as of any date of determination and with
respect to any Series or Class, the interest rate as of such date specified
therefor in the related Indenture Supplement.

     "Note Owner" means, with respect to a Book-Entry Note, the Person who is
the owner of such Book-Entry Note, as reflected on the books of the Clearing
Agency or of a Person maintaining an account with such Clearing Agency
(directly as a Clearing Agency Participant or as an indirect participant, in
accordance with the rules of such Clearing Agency).

     "Note Register" has the meaning specified in Section 2.05.

     "Noteholder" or "Holder" means the Person in whose name a Note is
registered on the Note Register and, if applicable, the holder of any Bearer
Note or Coupon, as the case may be, or such other Person deemed to be a
"Noteholder" or "Holder" in the related Indenture Supplement.

     "Noteholders' Collateral" has the meaning specified in Section 8.02.

     "Notes" means the Asset Backed Notes issued by the Issuer pursuant to
this Indenture and the Indenture Supplements.

     "Officer's Certificate" means, unless otherwise specified in this
Indenture, a certificate delivered to the Indenture Trustee signed by any
Authorized Officer of the Issuer, the Transferor[s] or the Servicer, as
applicable, under the circumstances described in, and otherwise complying
with, the applicable requirements of Section 12.01.

     "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for, or an employee of, the Person providing the opinion and who is
reasonably acceptable to the Indenture Trustee.

     "Other Floorplan Assets" has the meaning specified in the Transfer and
Servicing Agreement[s].

     "Outstanding" means, as of any date of determination, all Notes
theretofore authenticated and delivered under this Indenture, except:

          (a) Notes theretofore cancelled by the Registrar or delivered to the
     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 Paying Agent in trust for the Holders 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
     therefor, satisfactory to the Indenture Trustee, has been made;

          (c) Notes theretofore deemed to be satisfied and discharged pursuant
     to Section 4.01 or 11.04; and

          (d) Notes in exchange for or in lieu of other Notes which 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, however, that in determining whether the Holders of the requisite
Outstanding Amount of the Notes have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, Notes owned as of such date by
the Issuer, any other obligor upon the Notes, the Transferor[s], the Servicer
or any Affiliate of any of the foregoing Persons will be disregarded and
deemed not to be Outstanding, except that, in determining whether the
Indenture Trustee will be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Notes that a
Responsible Officer of the Indenture Trustee actually knows to be so owned
will be so disregarded. Notes so owned 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 Transferor[s], the Servicer or any Affiliate of any of the
foregoing Persons. In making any such determination, the Indenture Trustee may
rely on the representations of the pledgee and is not required to undertake
any independent investigation.

     "Outstanding Amount" means, as of any date of determination, the
aggregate principal amount of all relevant Notes Outstanding as of such date.

     "Owner Trustee" means [Owner Trustee], a Delaware banking corporation, in
its capacity as owner trustee under the Trust Agreement, its successors in
interest and any successor owner trustee under the Trust Agreement.

     "Paying Agent" means any paying agent appointed pursuant to Section 2.08
that meets the eligibility standards for the Indenture Trustee specified in
Section 6.11 and is initially the Indenture Trustee; provided that if the
Indenture Supplement for a Series so provides, a different or additional
Paying Agent may be appointed with respect to such Series.

     "Permitted Assignee" means any Person who, if it purchases Trust Assets
(or interests therein) in connection with a sale thereof pursuant to Section
5.05, will not cause the Issuer to be taxable as a publicly traded partnership
for United States federal income tax purposes.

     "Person" means any legal person, including any individual, corporation,
partnership, association, joint-stock company, limited liability company,
trust, unincorporated organization, governmental entity or other entity of
similar nature.

     "Pool Balance" means, as of any date of determination, the sum of (a) the
total amount of Principal Receivables and (b) if applicable, the total amount
of the principal portion of the Issuer's interests in Other Floorplan Assets
on such date.

     "Principal Collections" has the meaning specified in the Transfer and
Servicing Agreement[s].

     "Principal Funding Account" has, with respect to any Series, the meaning
specified in the related Indenture Supplement.

     "Principal Sharing Group" means all Principal Sharing Series that have
the same Principal Sharing Group designation.

     "Principal Sharing Series" means a Series that, pursuant to the related
Indenture Supplement therefor, is entitled to receive Shared Principal
Collections within a specified Principal Sharing Group from other Series in
the same Principal Sharing Group, as more specifically set forth in such
Indenture Supplement.

     "Principal Shortfalls" has, with respect to any Series, the meaning
specified in the related Indenture Supplement.

     "Principal Terms" means, with respect to any Series: (a) the name or
designation; (b) the initial principal amount (or method for calculating such
amount) and the Invested Amount; (c) the Note Interest Rate for each Class of
Notes of such Series (or method for the determination thereof); (d) the
payment date or dates and the date or dates from which interest will accrue;
(e) the Distribution Date; (f) the method for allocating Collections to
Noteholders; (g) the designation of any Series Accounts and the terms
governing the operation of any such Series Accounts; (h) the Servicing Fee;
(i) the issuer and terms of any form of Series Enhancements with respect
thereto; (j) the terms on which the Notes of such Series may be exchanged for
Notes of another Series, repurchased by the Transferor or remarketed to other
investors; (k) the Series Final Maturity Date; (l) the number of Classes of
Notes of such Series and, if more than one Class, the rights and priorities of
each such Class; (m) the extent to which the Notes of such Series will be
issuable in temporary or permanent global form (and, in such case, the
depositary for such global note or notes, the terms and conditions, if any,
upon which such global note may be exchanged, in whole or in part, for
Definitive Notes, and the manner in which any interest payable on a temporary
or global note will be paid); (n) whether the Notes of such Series may be
issued in bearer form and any limitations imposed thereon; (o) the priority of
such Series with respect to any other Series; (p) whether such Series will be
an Interest Reallocation Series and, if so, its Interest Reallocation Group
designation; (q) whether such Series will be a Principal Sharing Series and,
if so, its Principal Sharing Group designation; (r) whether such Series will
be an Excess Interest Sharing Series, and, if so, its Excess Interest Sharing
Group designation; (s) whether such Series or subseries within such Series
will be part of a Shared Enhancement Series and, if so, its Shared Enhancement
Series designation; and (t) any other terms of such Series.

     "Proceeding" means any suit in equity, action at law or other judicial or
administrative proceeding.

     "Qualified Account" means either (i) a segregated account with an
Eligible Institution, (ii) a segregated trust account with the corporate trust
department of the Securities Intermediary or (iii) a segregated securities
account with the Securities Intermediary.

     "Rating Agency" means, with respect to any outstanding Series or Class,
each statistical rating agency selected by the Transferor to rate the Notes of
such Series or Class, unless otherwise specified in the related Indenture
Supplement.

     "Rating Agency Condition" means, with respect to any action, that each
Rating Agency has notified the Transferor[s], the Servicer, the Issuer and the
Indenture Trustee in writing that such action will not result in a reduction
or withdrawal of the then existing rating of any outstanding Series or Class
rated by such Rating Agency or, with respect to any outstanding Series or
Class not rated by any Rating Agency, the written consent of such Series or
Class obtained in the manner specified in the related Indenture Supplement.

     "Receivables" has the meaning specified in the Transfer and Servicing
Agreement[s].

     "Receivables Purchase Agreement" means:

          (a) [with respect to FCAR Corp as a Transferor, the Receivables
     Purchase Agreement, dated as of [______ __, 200_], between FCAR Corp, as
     purchaser thereunder, and the Seller, as the same may be amended,
     supplemented or otherwise modified from time to time;]

          (b) [with respect to FCAR LLC as a Transferor, the Receivables
     Purchase Agreement, dated as of [______ __, 200_], between FCAR LLC, as
     purchaser thereunder, and the Seller, as the same may be amended,
     supplemented or otherwise modified from time to time;] and

          (c) with respect to any other Person that becomes a Subsequent
     Transferor, any receivables purchase agreement between such Person, as
     purchaser thereunder, and the Seller, as the same may be amended,
     supplemented or otherwise modified from time to time.

     "Record Date" means, with respect to any Distribution Date, the last day
of the calendar month immediately preceding such Distribution Date, unless
otherwise specified for a Series in the related Indenture Supplement.

     "Redemption Date" means, with respect to any Series, the date or dates
specified in the related Indenture Supplement.

     "Registered Notes" has the meaning specified in Section 2.01.

     "Required Pool Balance" means, as of any date of determination, the sum
of (a) the sum of the respective products for each Series of the Required Pool
Percentage for such Series, times the Initial Invested Amount of such Series
and (b) the sum of the respective Required Subordinated Amounts for each
Series on the immediately preceding Determination Date (after giving effect to
any changes therein on the related Distribution Date).

     "Required Transferor Amount" means, as of any date of determination, the
sum of (a) the sum of the respective products for each Series of (i) the
excess of the Required Pool Percentage for such Series over 100%, times (ii)
the Initial Invested Amount of such Series and (b) the sum of the respective
Required Subordinated Amounts for each Series on the immediately preceding
Determination Date (after giving effect to any changes therein on the related
Distribution Date).

     "Responsible Officer" means, when used with respect to the Indenture
Trustee, any officer in the Corporate Trust Office of the Indenture Trustee,
including any vice president, assistant vice president, assistant treasurer,
assistant secretary, trust officer or any other officer of the Indenture
Trustee customarily performing functions similar to those performed by any of
the above designated officers or to whom any corporate trust matter is
referred at the Corporate Trust Office because of such officer's knowledge of
and familiarity with the particular subject.

     "Revolving Period" has, with respect to each Series or any Class within
such Series, the meaning specified in the related Indenture Supplement.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Securities Intermediary" means [Indenture Trustee], in its capacity as
securities intermediary pursuant to Section 6.15, its successors in interest
and any successor securities intermediary.

     "Seller" means the Person or Persons identified as seller under the
Receivables Purchase Agreement[s].

     "Series" means any series or subseries of Notes issued pursuant to this
Indenture and the related Indenture Supplement.

     "Series Account" means any deposit, trust, securities escrow or similar
account maintained for the benefit of the Noteholders of any Series or Class,
as specified in the related Indenture Supplement.

     "Series Amortization Event" has, with respect to any Series, the meaning
specified in the related Indenture Supplement.

     "Series Enhancement" means the rights and benefits provided to the Issuer
or the Noteholders of any Series or Class pursuant to any subordination,
collateral interest, insurance policy, cash collateral guaranty or account,
swap arrangement, interest rate cap agreement, letter of credit, surety bond,
spread account, reserve account, guaranteed rate agreement, tax protection
agreement or other similar arrangement. The subordination of any Series or
Class to another Series or Class will be deemed to be a Series Enhancement.

     "Series Enhancement Agreement" means any agreement, instrument or
document governing the terms of any Series Enhancement or pursuant to which
any Series Enhancement is issued or outstanding.

     "Series Enhancer" means the Person or Persons providing any Series
Enhancement, other than (except to the extent otherwise provided with respect
to any Series in the related Indenture Supplement) the Noteholders of any
Series or Class that is subordinated to another Series or Class.

     "Series Final Maturity Date" means, with respect to any Series, the final
maturity date for such Series as specified in the related Indenture
Supplement.

     "Series Issuance Date" means, with respect to any Series, the date on
which the Notes of such Series are to be originally issued in accordance with
Section 2.12 and the related Indenture Supplement.

     "Servicer" means, initially, Ford Credit, in its capacity as Servicer
under the Transfer and Servicing Agreement[s] and, after any Servicing
Transfer, the Successor Servicer.

     "Servicing Transfer" has the meaning specified in the Transfer and
Servicing Agreement[s].

     "Shared Enhancement Series" means a group of one or more Classes or
subclasses within a Series as specified in the related Indenture Supplement,
with respect to which credit enhancement, including subordination of a
particular Class, Classes, a subclass or subclasses of such Series, and
Collections are shared among such Classes or subclasses.

     "Shared Principal Collections" has, with respect to any Series, the
meaning specified in the related Indenture Supplement.

     "Standard & Poor's" means Standard & Poor's Rating Services, a division
of The McGraw-Hill Companies, Inc., and its successors.

     "Subsequent Transferor" has the meaning specified in the Transfer and
Servicing Agreement[s].

     "Tax Opinion" means, with respect to any action, an Opinion of Counsel to
the effect that, for United States federal income tax purposes, (a) such
action will not adversely affect the tax characterization as debt of the Notes
of any outstanding Series or Class that were characterized as debt at the time
of their issuance, (b) such action will not cause the Issuer to be treated as
an association (or publicly traded partnership) taxable as a corporation and
(c) such action will not cause or constitute an event in which gain or loss
would be recognized by any Noteholder.

     "Tranche" means, with respect to any Shared Enhancement Series, any one
of the subclasses of Notes of a Class within such Series.

     "Transaction Documents" means, with respect to any Series of Notes, the
Certificate of Trust, the Trust Agreement, the Transfer and Servicing
Agreement[s], this Indenture, the related Indenture Supplement, the
Administration Agreement and such other documents and certificates delivered
in connection therewith.

     "Transfer Agent and Registrar" has the meaning specified in Section 2.05.

     "Transfer and Servicing Agreement[s]" means:

          (a) [with respect to FCAR Corp as Transferor, the Transfer and
     Servicing Agreement, dated as of [____________ __, 200_], among FCAR
     Corp, as transferor thereunder, the Servicer and the Issuer, as the same
     may be amended, supplemented or otherwise modified from time to time;]

          (b) [with respect to FCAR LLC as Transferor, the Transfer and
     Servicing Agreement, dated as of [____________ __, 200_], among FCAR LLC,
     as transferor thereunder, the Servicer and the Issuer, as the same may be
     amended, supplemented or otherwise modified from time to time;] and

          (c) with respect to any other Person that becomes a Subsequent
     Transferor, any transfer and servicing agreement among such Person, as
     transferor thereunder, the Servicer and the Issuer, as the same may be
     amended, supplemented or otherwise modified from time to time.

     "Transferor[s]" means [FCAR Corp] [and] [FCAR LLC] and, upon the addition
of any Subsequent Transferor, such Subsequent Transferor, and their respective
successors and assigns permitted under the applicable Transfer and Servicing
Agreement[s].

     "Transferor Interest" has the meaning specified in Section 8.02.

     "Transferor Percentage" means, with respect to any Collection Period:

          (a) for allocating Interest Collections for such Collection Period,
     the percentage (not less than 0%) equal to 100% minus the sum of the
     floating investor percentages for all outstanding Series with respect to
     such Collection Period; and

          (b) for allocating Principal Collections for such Collection Period,
     the percentage (not less than 0%) equal to 100% minus the sum of (i) the
     floating investor percentages for all outstanding Series that are in
     their revolving periods with respect to such Collection Period and (ii)
     the fixed investor percentages for all outstanding Series that are not in
     their revolving periods with respect to such Collection Period.

     "Trust Agreement" means the Trust Agreement relating to the Issuer, dated
as of [______ __, 200_], between the Transferor[s] and the Owner Trustee, as
the same may be amended, supplemented or otherwise modified from time to time.

     "Trust Amortization Event" has, with respect to each Series, the meaning
specified in Section 5.01.

     "Trust Assets" means all money, instruments, documents, securities,
contract rights, general intangibles and other property that are subject, or
intended to be subject to, the Lien of this Indenture for the benefit of the
Noteholders and any Series Enhancers and includes, without limitation, all
property and interests Granted to the Indenture Trustee, including all
proceeds thereof.

     "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939, as
amended.

     "Trust Termination Date" has the meaning specified in the Trust
Agreement.

     "Trustee Officer" means, with respect to the Indenture Trustee, any
officer assigned to the Corporate Trust Office, including any managing
director, vice president, assistant vice president, assistant treasurer,
assistant secretary or any other officer of the Indenture Trustee customarily
performing functions similar to those performed by any of the above designated
officers and having direct responsibility for the administration of the
applicable Transaction Documents, 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.

     "UCC" has the meaning specified in the Transfer and Servicing
Agreement[s].

     "United States Regulations" means 31 C.F.R. Part 357; 12 C.F.R. Part 615,
Subpart O; 12 C.F.R. Part 912; 12 C.F.R. Part 1511; 24 C.F.R. Part 81; 31
C.F.R. Part 354; and 18 C.F.R. Part 1314.

     "United States Securities Entitlement" means a "security entitlement" as
defined in a United States Regulation.

     Section 1.02. Other Definitional Provisions.

     (a) All terms used herein and not otherwise defined herein have the
meanings ascribed to them in the Trust Agreement, the Transfer and Servicing
Agreement[s] or, with respect to any Series, the related Indenture Supplement,
as applicable.

     (b) All terms defined in this Indenture have the defined meanings when
used in any certificate or other document made or delivered pursuant hereto
unless otherwise defined therein.

     (c) As used in this Indenture and in any certificate or other document
made or delivered pursuant hereto or thereto, accounting terms not defined in
this Indenture or in any such certificate or other document, and accounting
terms partly defined in this Indenture or in any such certificate or other
document to the extent not defined, have the respective meanings given to them
under generally accepted accounting principles or regulatory accounting
principles, as applicable and as in effect on the date of this Indenture. To
the extent that the definitions of accounting terms in this Indenture or in
any such certificate or other document are inconsistent with the meanings of
such terms under generally accepted accounting principles or regulatory
accounting principles in the United States, the definitions contained in this
Indenture or in any such certificate or other document will control.

     (d) Any reference to each Rating Agency only applies to any specific
rating agency if such rating agency is then rating any outstanding Series.

     (e) Unless otherwise specified, references to any dollar amount as on
deposit or outstanding on any particular date mean such amount at the close of
business on such day.

     (f) The words "hereof," "herein" and "hereunder" and words of similar
import when used in this Indenture refer to this Indenture as a whole and not
to any particular provision of this Indenture. References to any subsection,
Section, Schedule or Exhibit are references to subsections, Sections,
Schedules and Exhibits in or to this Indenture, unless otherwise specified.
The term "including" means "including without limitation."

     (g)  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" means the Notes;

          "indenture security holder" means a Noteholder;

          "indenture to be qualified" means this Indenture;

          "indenture trustee" or "institutional trustee" means the Indenture
          Trustee; and

          "obligor" on the indenture securities means the Issuer and any other
     obligor on the indenture securities.

All other TIA terms used in this Indenture that are defined by 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 2.01. Form Generally.

     Any Series or Class of Notes, together with the Indenture Trustee's
certificate of authentication related thereto, may be issued in bearer form
(the "Bearer Notes") with attached interest coupons and a special coupon
(collectively, the "Coupons") or in fully registered form (the "Registered
Notes") and, in each case, will be in substantially the form of an exhibit to
the related Indenture Supplement, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture or such Indenture Supplement, 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 of such Notes. 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. The terms of any Note set forth in
an exhibit to the related Indenture Supplement are part of the terms of this
Indenture, as applicable. Each Note other than a Definitive Note will be dated
the Closing Date, and each Definitive Note will be dated as of the date of its
authentication.

     Section 2.02. Denominations.

     Except as otherwise specified in the related Indenture Supplement or the
Notes, each Class of Notes of each Series will be issued in fully registered
form in minimum amounts of $[1,000] and in integral multiples of $[1,000] in
excess thereof (except that one Note of each Class may be issued in a
different amount so long as such amount exceeds the applicable minimum
denomination for such Class), and will be issued upon original issuance as one
or more Notes in an aggregate original principal amount equal to the
applicable Invested Amount of such Class or Series on the date of original
issuance.

     Section 2.03. Execution, Authentication and Delivery.

     (a) Each Note will be executed by manual or facsimile signature on behalf
of the Issuer by an Authorized Officer. Notes bearing the manual or facsimile
signature of an individual who was, at the time when such signature was
affixed, authorized to sign on behalf of the Issuer will not be rendered
invalid, notwithstanding the fact that such individual ceased to be so
authorized before the authentication and delivery of such Notes or does not
hold such office at the date of issuance of such Notes.

     (b) At any time and from time to time after the execution and delivery of
this Indenture, the Issuer may deliver Notes executed by the Issuer to the
Indenture Trustee for authentication and delivery, and the Indenture Trustee
will authenticate and deliver such Notes as provided in this Indenture or the
related Indenture Supplement and not otherwise. No Note will be entitled to
any benefit under this Indenture or the related Indenture Supplement 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 or
in the related Indenture Supplement and executed by or on behalf of the
Indenture Trustee by the manual signature of a duly authorized signatory, and
such certificate upon any Note will be conclusive evidence, and the only
evidence, that such Note has been duly authenticated and delivered hereunder.

     Section 2.04. Authenticating Agent.

     (a) The Indenture Trustee may appoint one or more authenticating agents
with respect to the Notes. Any authenticating agent will be authorized to act
on behalf of the Indenture Trustee in authenticating the Notes in connection
with the issuance, delivery, registration of transfer, exchange or repayment
of the Notes. Whenever reference is made in this Indenture to the
authentication of Notes by the Indenture Trustee or the Indenture Trustee's
certificate of authentication, such reference will be deemed to include
authentication on behalf of the Indenture Trustee by an authenticating agent
and a certificate of authentication executed on behalf of the Indenture
Trustee by an authenticating agent. Each authenticating agent, including any
successor authenticating agent, must be acceptable to the Issuer and the
Servicer.

     (b) Any institution succeeding to the corporate agency business of an
authenticating agent will continue to be an authenticating agent without the
execution or filing of any power or any further act on the part of the
Indenture Trustee or such authenticating agent.

     (c) An authenticating agent may at any time resign by giving written
notice of resignation to the Indenture Trustee and to the Issuer and the
Servicer. The Indenture Trustee may at any time terminate the agency of an
authenticating agent by giving notice of termination to such authenticating
agent and to the Issuer and the Servicer. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time an
authenticating agent ceases to be acceptable to the Indenture Trustee or to
the Issuer and the Servicer, the Indenture Trustee may promptly appoint a
successor authenticating agent. Any successor authenticating agent upon
acceptance of its appointment hereunder will become vested with all the
rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an authenticating agent.

     (d) The Issuer agrees to pay to each authenticating agent from time to
time reasonable compensation for its services under this Section.

     (e) The provisions of Sections 6.01 and 6.04 are applicable to any
authenticating agent.

     (f) Pursuant to an appointment made under this Section, the Notes may
have endorsed thereon, in lieu of or in addition to the Indenture Trustee's
certificate of authentication, an alternative certificate of authentication in
substantially the following form:

               "This is one of the Notes described in the within-mentioned
          Agreement.

                                 __________________________________
                                      as Authenticating Agent
                                     for the Indenture Trustee

                                 By:_______________________________
                                       Authorized Signatory"

     Section 2.05. Registration of and Limitations on Transfer and Exchange of
Notes.

     (a) The Issuer will cause a register (the "Note Register") to be kept in
which the Issuer will provide for the registration of Notes and the
registration of transfers and exchanges of Notes. The Indenture Trustee
initially is the transfer agent and registrar (in such capacity, the "Transfer
Agent" and "Registrar") for the purpose of registering Notes and transfers of
Notes as herein provided. Upon any resignation of any Transfer Agent and
Registrar, the Issuer will promptly appoint a successor or, if it elects not
to make such an appointment, assume the duties of Transfer Agent and
Registrar.

     (b) If a Person other than the Indenture Trustee is appointed by the
Issuer as Transfer Agent and Registrar, the Issuer will give the Indenture
Trustee prompt written notice of the appointment of such Transfer Agent and
Registrar and of the location, and any change in the location, of the Transfer
Agent and Note Register. The Indenture Trustee has the right to inspect the
Note Register at all reasonable times and to obtain copies thereof, and the
Indenture Trustee has the right to rely upon a certificate executed on behalf
of the Transfer Agent and Registrar by an officer thereof as to the names and
addresses of the Noteholders and the principal amounts and numbers of such
Notes.

     (c) Upon surrender for registration of transfer of any Note at the office
or agency of the Transfer Agent and Registrar to be maintained as provided in
Section 3.02, if the requirements of Section 8-401(a) of the UCC are met, the
Issuer will execute, and upon receipt of such surrendered Note the Indenture
Trustee will authenticate and deliver to the Noteholder, in the name of the
designated transferee or transferees, one or more new Notes (of the same
Series and Class) in any authorized denominations of like aggregate principal
amount.

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

     (e) All Notes issued upon any registration of transfer or exchange of
Notes will evidence the same obligations, evidence the same debt, and be
entitled to the same rights and privileges under this Indenture, as the Notes
surrendered upon such registration of transfer or exchange.

     (f) Every Note presented or surrendered for registration of transfer or
exchange will be duly endorsed by, or be accompanied by a written instrument
of transfer in a form satisfactory to the Indenture Trustee duly executed by,
the Noteholder thereof or his attorney-in-fact duly authorized in writing, and
by such other documents as the Indenture Trustee may reasonably require.

     (g) The registration of transfer of any Note will be subject to the
additional requirements, if any, set forth in the related Indenture
Supplement.

     (h) No service charge will be made for any registration of transfer or
exchange of Notes, but the Issuer and Registrar 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 such Notes.

     (i) All Notes surrendered for registration of transfer or exchange will
be cancelled by the Issuer and delivered to the Indenture Trustee for
subsequent destruction without liability on the part of either. The Indenture
Trustee will destroy the Global Note upon its exchange in full for Definitive
Notes and will deliver a certificate of destruction to the Issuer. Such
certificate will also state that a certificate or certificates of each Foreign
Clearing Agency to the effect referred to in Section 2.16 was received with
respect to each portion of the Global Note exchanged for Definitive Notes.

     (j) The preceding provisions of this Section notwithstanding, the Issuer
is not required to make, and the Registrar need not register, transfers or
exchanges of any Note for a period of 20 days preceding the due date for any
payment with respect to such Note.

     (k) If and so long as any Series of Notes are listed on a stock exchange
and such exchange so requires, the Indenture Trustee will appoint a co-
transfer agent and co-registrar in accordance with the rules of such exchange.
Any reference in the Agreement to the Transfer Agent and Registrar includes
any co-transfer agent and co-registrar unless the context otherwise requires.
The Indenture Trustee will enter into any appropriate agency agreement with
any co-transfer agent and co-registrar not a party to this Indenture to
implement the provisions of this Indenture that relate to such agent.

     Section 2.06. 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 reasonable 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, the Noteholders
     and the Indenture Trustee harmless,

then, in the absence of notice to the Issuer, the Transfer Agent and Registrar
or the Indenture Trustee that such Note has been acquired by a bona fide
purchaser, the Issuer will execute, and the Indenture Trustee will
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Note, a replacement Note of like tenor (including
the same date of issuance) and principal amount, bearing a number not
contemporaneously outstanding; provided, however, that if any such mutilated,
destroyed, lost or stolen Note has become or within seven days will be due and
payable, or has been selected or called for redemption, instead of issuing a
replacement Note, the Issuer may pay such Note without surrender thereof,
except that any mutilated Note will be surrendered. If, after the delivery of
such replacement Note or payment of a destroyed, lost or stolen Note pursuant
to the proviso to the preceding sentence, a bona fide purchaser of the
original Note in lieu of which such replacement Note was issued presents for
payment such original Note, the Issuer and the Indenture Trustee will 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 bona fide purchaser, and will 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, the
Issuer may require the payment by the Holder 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 or the Transfer Agent and Registrar) connected
therewith.

     (c) Every replacement Note issued pursuant to this Section in replacement
of any mutilated, destroyed, lost or stolen Note will constitute complete and
indefeasible evidence of an obligation of the Issuer, as if originally issued,
whether or not the mutilated, destroyed, lost or stolen Note is found at any
time, and will 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 are exclusive and 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 2.07. Persons Deemed Owners.

     Before due presentment for registration of transfer of any Note, the
Issuer, the Indenture Trustee and any agent of the Transferor, the Issuer or
the Indenture Trustee will treat the Person in whose name any Note is
registered as the owner of such Note for the purpose of receiving
distributions pursuant to the terms of the related Indenture Supplement and
for all other purposes whatsoever, whether or not such Note is overdue, and
none of the Transferor, the Issuer, the Indenture Trustee or any agent of the
Transferor, the Issuer or the Indenture Trustee will be affected by any notice
to the contrary.

     Section 2.08. Appointment of Paying Agent.

     (a) The Issuer reserves the right at any time to vary or terminate the
appointment of a Paying Agent for the Notes, and to appoint additional or
other Paying Agents; provided that it will at all times maintain the Indenture
Trustee as a Paying Agent. If and so long as any Series of Notes are listed on
a stock exchange and such exchange so requires, the Indenture Trustee will
appoint a co- paying agent in accordance with the rules of such exchange. The
Indenture Trustee will enter into any appropriate agency agreement with any
co-paying agent not a party to this Indenture to implement the provisions of
this Indenture that relate to such agent. Notice of all changes in the
identity or specified office of a Paying Agent will be delivered promptly to
the Noteholders by the Indenture Trustee.

     (b) The Indenture Trustee will cause the Paying Agent (other than itself)
to execute and deliver to the Indenture Trustee an instrument in which such
Paying Agent agrees with the Indenture Trustee that such Paying Agent will
hold all sums, if any, held by it for payment to the Noteholders in trust for
the benefit of the Noteholders entitled thereto until such sums are paid to
such Noteholders and further agrees, and if the Indenture Trustee is the
Paying Agent it hereby agrees, that it will comply with all requirements of
the Code regarding the withholding by the Indenture Trustee of payments in
respect of United States federal income taxes due from the Beneficial Owners.

     Section 2.09. Access to List of Noteholders' Names and Addresses.

     (a) The Issuer will furnish or cause to be furnished to the Indenture
Trustee, the Servicer, any Noteholder or the Paying Agent, within five
Business Days after receipt by the Issuer of a written request therefor from
the Indenture Trustee, the Servicer, such Noteholder or the Paying Agent,
respectively, a list of the names and addresses of the Noteholders. Unless
otherwise provided in the related Indenture Supplement, holders of 10% of the
Outstanding Amount of the Notes of any Series (the "Applicants") may apply in
writing to the Indenture Trustee, and if such application states that the
Applicants desire to communicate with other Noteholders of any Series with
respect to their rights under this Agreement or under the Notes and is
accompanied by a copy of the communication which such Applicants propose to
transmit, then the Indenture Trustee, after having been adequately indemnified
by such Applicants for its costs and expenses, will afford or cause the
Transfer Agent and Registrar to afford such Applicants access during normal
business hours to the most recent list of Noteholders held by the Indenture
Trustee and will give the Servicer notice that such request has been made,
within five Business Days after the receipt of such application. Such list is
to be as of a date no more than 45 days prior to the date of receipt of such
Applicants' request.

     (b) Every Noteholder, by receiving and holding a Note, agrees that none
of the Issuer, the Indenture Trustee, the Transfer Agent and Registrar and the
Servicer or any of their respective agents and employees may be held
accountable by reason of the disclosure of any such information as to the
names and addresses of the Noteholders hereunder, regardless of the sources
from which such information was derived.

     Section 2.10. Cancellation.

     All Notes surrendered for payment, registration of transfer, exchange or
redemption will, if surrendered to any Person other than the Indenture
Trustee, be delivered to the Indenture Trustee and will be promptly cancelled
by it. 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 lawful manner whatsoever, and all Notes so
delivered will be promptly cancelled by the Indenture Trustee. No Notes may be
authenticated in lieu of or in exchange for any Notes cancelled as provided in
this Section, except as expressly permitted by this Indenture. All cancelled
Notes held by the Indenture Trustee must be destroyed unless the Issuer
directs by a timely order that they be returned to it.

     Section 2.11. Release of Collateral.

     Subject to Section 12.01, the Indenture Trustee will 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 ss.ss.314(c) and 314(d) or an Opinion of
Counsel in lieu of such Independent Certificates to the effect that the TIA
does not require any such Independent Certificates.

     Section 2.12. New Issuances.

     (a) Pursuant to one or more Indenture Supplements, the Transferor[s] may
from time to time direct the Owner Trustee, on behalf of the Issuer, to issue
one or more new Series of Notes (each such issuance a "New Issuance"). The
Notes of all outstanding Series will be equally and ratably entitled as
provided herein to the benefits of this Indenture without preference, priority
or distinction, all in accordance with the terms and provisions of this
Indenture and the related Indenture Supplement except, with respect to any
Series or Class, as provided in the related Indenture Supplement. Interest on
and principal of the Notes of each outstanding Series will be paid as
specified in or pursuant to the related Indenture Supplement.

     (b) On or before the Closing Date relating to any new Series of Notes,
the parties hereto will execute and deliver an Indenture Supplement which will
specify the Principal Terms of such Series. The terms of such Indenture
Supplement may modify or amend the terms of this Indenture solely as applied
to such new Series. The obligation of the Indenture Trustee to authenticate
and deliver the Notes of any new Series (other than any Series issued pursuant
to an Indenture Supplement dated as of the date hereof) and to execute and
deliver the related Indenture Supplement will be subject to the satisfaction
of the following conditions:

          (i) on or before the second day immediately preceding the Closing
     Date for such Series, the Transferor has given the Owner Trustee, the
     Indenture Trustee, the Servicer and each Rating Agency notice (unless
     such notice requirement is otherwise waived) of such issuance and such
     Closing Date;

          (ii) the Transferor has delivered to the Indenture Trustee the
     related Indenture Supplement, in form satisfactory to the Indenture
     Trustee, executed by each party hereto (other than the Indenture
     Trustee);

          (iii) the Transferor has delivered to the Indenture Trustee any
     related Series Enhancement Agreement executed by each of the parties
     thereto (other than the Indenture Trustee);

          (iv) the Transferor has delivered to the Indenture Trustee an
     Officer's Certificate, dated such Closing Date, to the effect that the
     Transferor reasonably believes that such issuance will not, based on the
     facts known to such officer at the time of such certification, have an
     Adverse Effect or cause an Amortization Event to occur with respect to
     any outstanding Series;

          (v) the Transferor has delivered to the Indenture Trustee a Tax
     Opinion, dated such Closing Date, with respect to such issuance; and

          (vi) the Net Adjusted Pool Balance exceeds the Required Pool Balance
     after giving effect to such issuance.

     Any Note held by the Transferor at any time after the date of its
original issuance may be transferred or exchanged only upon the delivery to
the Indenture Trustee of a Tax Opinion dated as of the date of such transfer
or exchange, as the case may be, with respect to such transfer or exchange.

     (c) Any Indenture Supplement providing for the issuance of subclasses or
Tranches of Notes within the related Series may specify, in addition to the
conditions hereunder applicable to each such subclass or Tranche, other
conditions for the issuance of such subclasses or Tranches, which conditions
will be consistent with the conditions for the issuance of the related Series.

     (d) Upon satisfaction of the above conditions, pursuant to Section 2.03,
the Owner Trustee, on behalf of the Issuer, will execute and the Indenture
Trustee will authenticate and deliver the Notes of such Series as provided in
this Indenture and the related Indenture Supplement. Notwithstanding the
provisions of this Section, prior to the execution of any Indenture
Supplement, the Indenture Trustee will be entitled to receive and rely upon an
Opinion of Counsel stating that the execution of such Indenture Supplement is
authorized or permitted by this Indenture and any Indenture Supplement related
to any outstanding Series. The Indenture Trustee may, but is not obligated to,
enter into any such Indenture Supplement that adversely affects the Indenture
Trustee's own rights, duties or immunities under this Indenture.

     Section 2.13. Book-Entry Notes.

     Unless otherwise provided in any related Indenture Supplement, the Notes,
upon original issuance, will be issued in the form of typewritten Notes
representing the Book-Entry Notes, which will initially be registered in the
Note Register in the name of the nominee of the Clearing Agency or Foreign
Clearing Agency for such Book-Entry Notes and will be delivered to the
Indenture Trustee or, pursuant to such Clearing Agency's or Foreign Clearing
Agency's instructions held by the Indenture Trustee's agent as custodian for
the Clearing Agency or Foreign Clearing Agency. Unless and until Definitive
Notes are issued under the limited circumstances described in Section 2.15, no
Beneficial Owner will be entitled to receive a Definitive Note representing
such Beneficial Owner's interest in such Note and:

          (i) the provisions of this Section will be in full force and effect
     with respect to each such Series;

          (ii) the Indenture Trustee will be entitled to deal with the
     Clearing Agency or Foreign Clearing Agency and the Clearing Agency
     Participants for all purposes of this Indenture (including the payment of
     principal of and interest on the Notes of each such Series) as the
     authorized representatives of the Beneficial Owners;

          (iii) to the extent that the provisions of this Section conflict
     with any other provisions of this Indenture, the provisions of this
     Section will control with respect to each such Series;

          (iv) the rights of Beneficial Owners of each such Series may be
     exercised only through the Clearing Agency or Foreign Clearing Agency and
     the applicable Clearing Agency Participants and will be limited to those
     established by law and agreements between such Beneficial Owners and the
     Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency
     Participants;

          (v) the initial Clearing Agency will make book-entry transfers among
     the Clearing Agency Participants and receive and transmit distributions
     of principal and interest on the Notes to such Clearing Agency
     Participants; and

          (vi) whenever this Indenture requires or permits actions to be taken
     based upon instructions or directions of the Holders of Notes evidencing
     a specified percentage of the Outstanding Amount of the Notes, the
     Clearing Agency or Foreign Clearing Agency will be deemed to represent
     such percentage only to the extent that it has received instructions to
     such effect from the Beneficial Owners and/or Clearing Agency
     Participants owning or representing, respectively, such required
     percentage of the beneficial interest in the Notes and has delivered such
     instructions to the Indenture Trustee.

     Section 2.14. Notices to Clearing Agency or Foreign Clearing Agency.

     Whenever a notice or other communication to the Noteholders is required
under this Indenture, unless and until Definitive Notes have been issued to
Beneficial Owners pursuant to Section 2.15, the Indenture Trustee will give
all such notices and communications specified herein to be given to
Noteholders to the Clearing Agency or Foreign Clearing Agency, as applicable,
and will have no obligation to the Beneficial Owners.

     Section 2.15. Definitive Notes.

     If any of the following events occurs:

          (i) (1) the Administrator advises the Indenture Trustee in writing
     that the Clearing Agency or Foreign Clearing Agency is no longer willing
     or able to properly discharge its responsibilities as Clearing Agency or
     Foreign Clearing Agency with respect to the Book-Entry Notes of a given
     Class and (2) the Administrator is unable to locate and reach an
     agreement on satisfactory terms with a qualified successor; or

          (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 Foreign Clearing Agency with respect to such Class; or

          (iii) after the occurrence of a Servicer Default or an Event of
     Default, Beneficial Owners of at least a majority of the Outstanding
     Amount of the Notes of such Class advise the Indenture Trustee and the
     applicable Clearing Agency or Foreign Clearing Agency through the
     applicable Clearing Agency Participants in writing that the continuation
     of a book-entry system is no longer in the best interests of the
     Beneficial Owners of such Class;

then, the Indenture Trustee will notify all Beneficial Owners of such Class of
the occurrence of such event and of the availability of Definitive Notes to
Beneficial Owners of such Class requesting the same. Upon surrender to the
Indenture Trustee of the Notes of such Class, accompanied by registration
instructions from the applicable Clearing Agency, the Issuer will execute and
the Indenture Trustee will authenticate Definitive Notes of such Class and
will recognize the registered holders of such Definitive Notes as Noteholders
under this Indenture. Neither the Issuer nor the Indenture Trustee will be
liable for any delay in delivery of such instructions, and the Issuer and the
Indenture Trustee may conclusively rely on, and will be protected in relying
on, such instructions. Upon the issuance of Definitive Notes of such Series,
all references herein to obligations imposed upon or to be performed by the
applicable Clearing Agency or Foreign Clearing Agency will be deemed to be
imposed upon and performed by the Indenture Trustee, to the extent applicable
with respect to such Definitive Notes, and the Indenture Trustee will
recognize the registered holders of the Definitive Notes of such Series as
Noteholders of such Series hereunder. Definitive Notes will be transferable
and exchangeable at the offices of the Transfer Agent and Registrar.

     Section 2.16. Global Note; Euro-Note Exchange Date.

     If specified in the related Indenture Supplement for any Series, Notes
may be initially issued in the form of a single temporary Global Note (the
"Global Note") in bearer form, without interest coupons, in the denomination
of the Initial Invested Amount and substantially in the form attached to the
related Indenture Supplement. Unless otherwise specified in the related
Indenture Supplement, the provisions of this Section will apply to such Global
Note. The Global Note will be authenticated by the Indenture Trustee upon the
same conditions, in substantially the same manner and with the same effect as
the Definitive Notes. The Global Note may be exchanged in the manner described
in the related Indenture Supplement for Registered Notes or Bearer Notes in
definitive form. Except as otherwise specifically provided in the Indenture
Supplement, any Notes that are issued in bearer form pursuant to this
Indenture will be issued in accordance with the requirements of section
163(f)(2) of the Code.

     Section 2.17. Meetings of Noteholders.

     To the extent provided by the Indenture Supplement for any Series issued
in whole or in part in Bearer Notes, the Servicer or the Indenture Trustee may
at any time call a meeting of the Noteholders of such Series, to be held at
such time and at such place as the Servicer or the Indenture Trustee, as the
case may be, determines, for the purpose of approving a modification of or
amendment to, or obtaining a waiver of, any covenant or condition set forth in
this Indenture with respect to such Series or in the Notes of such Series,
subject to Article X.

     Section 2.18. Uncertificated Classes.

     Notwithstanding anything to the contrary contained in this Article II or
in Article XI, unless otherwise specified in any Indenture Supplement, any
provisions contained in this Article II and in Article XI relating to the
registration, form, execution, authentication, delivery, presentation,
cancellation and surrender of Notes are not applicable to any uncertificated
Notes, provided, however, that, except as otherwise expressly provided in the
related Indenture Supplement, any such uncertificated Notes will be issued in
"registered form" within the meaning of section 163(f)(1) of the Code.

                                 ARTICLE III

                    REPRESENTATIONS AND COVENANTS OF ISSUER

     Section 3.01. Payment of Principal and Interest.

     (a) The Issuer will duly and punctually pay principal and interest in
accordance with the terms of the Notes as specified in the related Indenture
Supplement.

     (b) The Noteholders of a Series as of the Record Date in respect of a
Distribution Date will be entitled to the interest accrued and payable and
principal payable on such Distribution Date as specified in the related
Indenture Supplement. All payment obligations under a Note are discharged to
the extent such payments are made to the Noteholder of record.

     Section 3.02. Maintenance of Office or Agency.

     The Issuer will maintain an office or agency within the Borough of
Manhattan, City of New York where Notes may be presented or surrendered for
payment, 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
[________________], currently located at [____________________], [New York,
New York] to serve as its agent for the foregoing purposes. The Issuer will
give prompt written notice to the Indenture Trustee and the Noteholders of the
location, and of any change in the location, of any such office or agency. If
at any time the Issuer fails to maintain any such office or agency or fails to
furnish the Indenture Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office, and the Issuer hereby appoints the Indenture Trustee at its Corporate
Trust Office as its agent to receive all such presentations, surrenders,
notices and demands.

     Section 3.03. Money for Note Payments to Be Held in Trust.

     (a) As specified in Section 8.03 herein and in the related Indenture
Supplement, all payments of amounts due and payable with respect to the Notes
that are to be made from amounts withdrawn from the Collection Account and the
Excess Funding Account will be made on behalf of the Issuer by the Indenture
Trustee or by the Paying Agent, and no amounts so withdrawn from the
Collection Account or the Excess Funding Account may be paid over to or at the
direction of the Issuer except as provided in this Section and in the related
Indenture Supplement.

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

     (c) Whenever the Issuer has a Paying Agent in addition to the Indenture
Trustee, the Issuer will, on or before the Business Day next preceding each
Distribution Date, direct the Indenture Trustee to deposit with such Paying
Agent on or before such Distribution Date an aggregate sum sufficient to pay
the amounts then becoming due, such sum to be (i) held in trust for the
benefit of Persons entitled thereto and (ii) invested, pursuant to an Issuer
Order, by the Paying Agent in Eligible Investments in accordance with the
terms of the related Indenture Supplement. For all investments made by a
Paying Agent under this Section, such Paying Agent will be entitled to all of
the rights and obligations of the Indenture Trustee under the related
Indenture Supplement, such rights and obligations being incorporated in this
paragraph by this reference.

     (d) The Issuer will cause each Paying Agent other than the Indenture
Trustee to execute and deliver to the Indenture Trustee an instrument in which
such Paying Agent agrees with the Indenture Trustee (and if the Indenture
Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions
of this Section, that such Paying Agent, in acting as Paying Agent, is an
express agent of the Issuer and, further, that such Paying Agent will:

          (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 are 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 Paying Agent;

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

          (v) comply with all requirements of the Code 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.

     (e) 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 Paying Agent to pay to the Indenture Trustee all sums
held in trust by such Paying Agent, such sums to be held by the Indenture
Trustee upon the same trusts as those upon which such sums were held by such
Paying Agent; and upon such payment by any Paying Agent to the Indenture
Trustee, such Paying Agent will be released from all further liability with
respect to such money.

     Section 3.04. Existence.

     The Issuer will 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 will keep in full effect its existence, rights and franchises under the
laws of such other jurisdiction) and will obtain and preserve its
qualification to do business in each jurisdiction in which such qualification
is or will be necessary to protect the validity and enforceability of this
Indenture, the Indenture Supplements, the Notes, the Collateral and each other
related instrument or agreement.

     Section 3.05. Protection of Trust.

     The Issuer will from time to time prepare, or cause to be prepared,
execute and deliver all such supplements and amendments hereto and all such
financing statements, continuation statements, instruments of further
assurance and other instruments, and will take such other action necessary or
advisable to:

          (i) grant more effectively all or any portion of the Trust Assets
     for the Notes;

          (ii) maintain or preserve the Lien (and the priority thereof) of the
     Agreement or to carry out more effectively the purposes hereof;

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

          (iv) enforce any of the Collateral; or

          (v) preserve and defend title to the Trust Assets securing the Notes
     and the rights therein of the Indenture Trustee and the Noteholders
     secured thereby against the claims of all persons and parties.

     The Issuer hereby designates the Indenture Trustee its agent and
attorney-in-fact to execute any financing statement, continuation statement or
other instrument required pursuant to this Section.

     The Issuer will pay or cause to be paid any taxes levied on all or any
part of Receivables securing the Notes.

     Section 3.06. Opinions as to Trust Assets.

     On the Closing Date relating to any new Series of Notes, the Issuer will
furnish to the Indenture Trustee an Opinion of Counsel either (i) stating
that, in the opinion of such counsel, such action has been taken to perfect
the Lien of this Indenture, including with respect to the execution and filing
of any UCC financing statements and continuation statements as are so
necessary and reciting the details of such action or (ii) stating that, in the
opinion of such counsel, no such action is necessary to maintain the
perfection of such Lien.

     Section 3.07. Performance of Obligations; Servicing of Receivables.

     (a) The Issuer will not take any action and will 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 Trust Assets 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 the Agreement, the Transfer and Servicing Agreement[s]
or such other instrument or agreement.

     (b) The Issuer may contract with other Persons to assist it in performing
its duties under the Agreement, and any performance of such duties by a Person
identified to the Indenture Trustee in an Officer's Certificate of the Issuer
will 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 the Agreement.

     (c) The Issuer will punctually perform and observe all of its obligations
and agreements contained in the Agreement, the other Transaction Documents and
the instruments and agreements relating to the Trust Assets, including filing
or causing to be filed all UCC financing statements and continuation
statements required to be filed by the terms of this Indenture and the
Transfer and Servicing Agreement[s] in accordance with and within the time
periods provided for herein and therein. Except as otherwise expressly
provided therein, the Issuer may not waive, amend, modify, supplement or
terminate the Transaction Document or any provision thereof without the
consent of the Holders of a majority of the Outstanding Amount of the Notes of
each adversely affected Series.

     (d) If the Issuer has knowledge of the occurrence of a Servicer Default
under the Transfer and Servicing Agreement[s], the Issuer will cause the
Indenture Trustee to promptly notify the Rating Agencies thereof, and will
cause the Indenture Trustee to specify in such notice the action, if any,
being taken with respect to such default. If a Servicer Default arises from
the failure of the Servicer to perform any of its duties or obligations under
the Transfer and Servicing Agreement[s] with respect to the Receivables, the
Issuer will take all reasonable steps available to it to remedy such failure.

     (e) On and after the receipt by the Servicer of a Termination Notice
pursuant to Section 6.01(a) of the Transfer and Servicing Agreement[s], the
Servicer will continue to perform all servicing functions under this Agreement
until the date specified in the Termination Notice or otherwise specified by
the Indenture Trustee or until a date mutually agreed upon by the Servicer and
the Indenture Trustee. As promptly as possible after the giving of a
Termination Notice to the Servicer, the Indenture Trustee will appoint a
Successor Servicer, and such Successor Servicer will 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 and accepted its
appointment at the time when the Servicer ceases to act as Servicer, the
Indenture Trustee without further action will automatically be appointed the
Successor Servicer. The Indenture Trustee may delegate any of its servicing
obligations to an Affiliate or agent in accordance with Sections 3.01(a) and
5.07 of the Transfer and Servicing Agreement[s]. Notwithstanding the
foregoing, the Indenture Trustee will, if it is legally unable so to act,
petition at the expense of the Servicer a court of competent jurisdiction to
appoint any established institution qualifying as an Eligible Servicer as the
Successor Servicer hereunder. The Indenture Trustee will give prompt notice to
each Rating Agency and each Series Enhancer upon the appointment of a
Successor Servicer. Upon its appointment, the Successor Servicer will be the
successor in all respects to the Servicer with respect to servicing functions
under the Transfer and Servicing Agreement[s] and will be subject to all the
responsibilities, duties and liabilities relating thereto placed on the
Servicer by the terms and provisions thereof, and all references in this
Indenture to the Servicer will be deemed to refer to the Successor Servicer.
In connection with any Termination Notice, the Indenture Trustee will review
any bids which it obtains from Eligible Servicers and will be permitted to
appoint any Eligible Servicer submitting such a bid as a Successor Servicer
for servicing compensation, subject to the limitations set forth in Section
6.02 of the Transfer and Servicing Agreement[s].

     (f) 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 agrees (i) that it will not, without the prior
written consent of the Indenture Trustee and the Holders of at least a
majority of the Outstanding Amount of the Notes, 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 Transfer and Servicing
Agreement[s]) or the Transaction Documents (except to the extent otherwise
provided in the Transaction Documents), or waive timely performance or
observance by the Servicer or the Transferor[s] under the Transfer and
Servicing Agreement[s] and (ii) that any such amendment will not (A) increase
or reduce in any manner the amount of, or accelerate or delay the timing of,
collections of payments on the Receivables or distributions that are required
to be made for the benefit of the Noteholders or (B) reduce the aforesaid
percentage of the Notes that is required to consent to any such amendment,
without the consent of the Holders of all the Outstanding Notes. If any such
amendment, modification, supplement or waiver is so consented to by the
Indenture Trustee and such Noteholders, the Issuer agrees, promptly following
a request by the Indenture Trustee to do so, to execute and deliver, in its
own name and at its own expense, such agreements, instruments, consents and
other documents as the Indenture Trustee may deem necessary or appropriate in
the circumstances.

     Section 3.08. Negative Covenants.

     So long as any Notes are Outstanding, the Issuer will not:

          (i) sell, transfer, exchange, pledge or otherwise dispose of any
     part of the Trust Assets, except as expressly permitted by the Agreement,
     the Receivables Purchase Agreement[s], the Trust Agreement or the
     Transfer and Servicing Agreement[s];

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

          (iii) incur, assume or guarantee any direct or contingent
     indebtedness other than incurred pursuant to and in compliance with the
     Transaction Documents;

          (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 (other than the Lien of this Indenture) to be
     created on or extend to or otherwise arise upon or burden the Trust
     Assets or any part thereof or any interest therein or the proceeds
     thereof or (C) permit the Lien of this Indenture not to constitute a
     valid first priority security interest (other than with respect to a tax,
     mechanics or similar Lien) in the Trust Assets; or

          (v) voluntarily dissolve or liquidate in whole or in part.

     Section 3.09. Statements as to Compliance.

     The Issuer will deliver to the Indenture Trustee, within 120 days after
the end of each fiscal year of the Issuer (commencing within 120 days after
the end of the fiscal year 200[_]), an Officer's Certificate stating, as to
the Authorized Officer signing such Officer's Certificate, that:

          (i) a review of the activities and performance of the Issuer under
     this Indenture during the 12-month period ending at the end of such
     fiscal year (or in the case of the fiscal year ending December 31,
     200[_], the period from the first Closing Date to December 31, 200[_])
     has been made under such Authorized Officer's supervisions; 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 the compliance of 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 may not consolidate or merge with or into any other Person
or convey or transfer its properties and assets substantially as an entirety
to any Person, unless:

          (i) the Person (if other than the Issuer) formed by or surviving
     such consolidation or merger or that acquires by conveyance or transfer
     the properties and assets of the Issuer substantially as an entirety is a
     Person (A) organized and existing under the laws of the United States of
     America or any state thereof or the District of Columbia and (B)
     expressly assumes, by a supplemental indenture hereto, executed and
     delivered to the Indenture Trustee, in a form satisfactory to the
     Indenture Trustee, the due and punctual payment of the principal of and
     interest on all Notes and the performance of every covenant of this
     Indenture on the part of the Issuer to be performed or observed;

          (ii) immediately after giving effect to such transaction, no Event
     of Default or Amortization Event has occurred and is continuing;

          (iii) the Issuer has delivered to the Indenture Trustee an Officer's
     Certificate and an Opinion of Counsel each stating that (A) such
     consolidation, merger, conveyance or transfer and such supplemental
     indenture comply with this Section, (B) all conditions precedent in this
     Section provided for relating to such transaction have been complied with
     (including any filing required by the Exchange Act) and (C) such
     supplemental indenture is duly authorized, executed and delivered and is
     valid, binding and enforceable against such Person;

          (iv) the Rating Agency Condition has been satisfied with respect to
     such transaction;

          (v) the Issuer has received a Tax Opinion dated the date of such
     consolidation, merger or transfer and has delivered copies thereof to the
     Indenture Trustee; and

          (vi) any action that is necessary to maintain the Lien of this
     Indenture has been taken.

     (b) The Issuer may not convey or transfer any of its properties or
assets, including those included in the Trust Assets 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 (A) is a United States citizen or a Person organized
     and existing under the laws of the United States of America or any state
     thereof or the District of Columbia, (B) expressly assumes, by a
     supplemental indenture executed and delivered to the Indenture Trustee,
     in form satisfactory to the Indenture Trustee, the due and punctual
     payment of the principal of and interest on all Notes and the performance
     or observance of every agreement and covenant of this Indenture on the
     part of the Issuer to be performed or observed, all as provided herein,
     (C) expressly agrees by means of such supplemental indenture that all
     right, title and interest so conveyed or transferred are subject and
     subordinate to the rights of Holders of the Notes, (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) will 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 Event
     of Default or Amortization Event has occurred and is continuing;

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

          (iv) the Issuer has received a Tax Opinion and has delivered copies
     thereof to the Indenture Trustee;

          (v) any action that is necessary to maintain the Lien of this
     Indenture has been taken; and

          (vi) the Issuer has delivered to the Indenture Trustee an Officer's
     Certificate and an Opinion of Counsel each stating that such conveyance
     or transfer and such supplemental indenture comply with this Section 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 Substituted.

     Upon any consolidation or merger, or any conveyance or transfer of the
properties and assets of the Issuer substantially as an entirety in accordance
with Section 3.10, the Person formed by or surviving such consolidation or
merger (if other than the Issuer) or the Person to which such conveyance or
transfer is made will 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. In the event of any
such conveyance or transfer, the Person named as the Issuer in the first
paragraph of this Indenture or any successor that has theretofore become such
in the manner prescribed in this Section will be released from its obligations
under this Indenture as issued immediately upon the effectiveness of such
conveyance or transfer, provided that the Issuer will not be released from any
obligations or liabilities to the Indenture Trustee or the Noteholders arising
prior to such effectiveness.

     Section 3.12. No Other Business.

     The Issuer may not engage in any business other than financing,
purchasing, owning and selling and managing the payment obligations in the
manner contemplated by this Indenture and the other Transaction Documents and
all activities incidental thereto.

     Section 3.13. No Borrowing.

     The Issuer may not issue, incur, assume, guarantee or otherwise become
liable, directly or indirectly, for any indebtedness except as expressly
provided for pursuant to the terms of the Transaction Documents and the Notes.

     Section 3.14. Servicer's Obligations.

     The Issuer will cause the Servicer to comply with all of its obligations
under the Transaction Documents.

     Section 3.15. Guarantees, Loans, Advances and Other Liabilities.

     Except as contemplated by this Indenture or the Transfer and Servicing
Agreement[s], the Issuer may 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 may not make any expenditure (by long-term or operating lease
or otherwise) for capital assets (either realty or personalty).

     Section 3.17. Removal of Administrator.

     So long as any Notes are outstanding, the Issuer may not remove the
Administrator without cause as provided in the Administration Agreement,
unless the Rating Agency Condition has been satisfied in connection with such
removal.

     Section 3.18. Restricted Payments.

     The Issuer may not, directly or indirectly, do any of the following:

          (i) pay any dividend or 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;

          (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, (1)
distributions as contemplated by, and to the extent funds are available for
such purpose under, the Agreement, the Transfer and Servicing Agreement[s] or
the Trust Agreement and (2) payments to the Indenture Trustee pursuant to
Section 6.07. The Issuer may not, directly or indirectly, make payments to or
distributions from the Collection Account except in accordance with the
Transaction Documents.

     Section 3.19. Notice of Events of Default.

     The Issuer will give the Indenture Trustee and the Rating Agencies prompt
written notice of each Event of Default hereunder and written notice of each
default on the part of the Servicer or the Transferor of its obligations under
the Transfer and Servicing Agreement[s] and each default on the part of a
Seller of its obligations under the Receivables Purchase Agreement, in each
case immediately after the Issuer obtains knowledge thereof.

     Section 3.20. Further Instruments and Acts.

     Upon request of the Indenture Trustee, the Issuer will 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.

                                  ARTICLE IV

                          SATISFACTION AND DISCHARGE

     Section 4.01. Satisfaction and Discharge of Indenture.

     This Indenture will cease to be of further effect with respect to the
Notes of any Series, except as to (a) rights of registration of transfer and
exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c)
the rights of Noteholders to receive payments of principal thereof and
interest thereon, (d) Sections 3.03, 3.05, 3.07, 3.08, 3.11 and 3.12, (e) the
rights and immunities of the Indenture Trustee hereunder, including the rights
of the Indenture Trustee under Section 6.07, and the obligations of the
Indenture Trustee under Section 4.02 and (f) the rights of Noteholders as
beneficiaries hereof with respect to the property so deposited with the
Indenture Trustee and payable to all or any of them, and the Indenture
Trustee, on demand of and at the expense of the Issuer, will execute proper
instruments acknowledging satisfaction and discharge of this Indenture with
respect to such Notes when:

          (i) either:

               (A) all Notes of such Series theretofore authenticated and
          delivered (other than (1) Notes which have been destroyed, lost or
          stolen and which have been replaced, or paid as provided in Section
          2.06, and (2) Notes for whose full 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 3.03) have been delivered to the
          Indenture Trustee for cancellation; or

               (B) all Notes of such Series not theretofore delivered to the
          Indenture Trustee for cancellation:

                    (1) have become due and payable;

                    (2) will become due and payable at the Series Final
               Maturity Date for such Class or Series of Notes; or

                    (3) are to be called for redemption within one year under
               arrangements satisfactory to the Indenture Trustee for the
               giving of notice of redemption by the Indenture Trustee in the
               name, and at the expense, of the Issuer;

          and the Issuer, in the case of (1), (2) or (3) above, has
          irrevocably deposited or caused to be irrevocably deposited with the
          Indenture Trustee cash or direct obligations of or obligations
          guaranteed by the United States of America (which will mature prior
          to the date such amounts are payable), in trust for such purpose, in
          an amount sufficient to pay and discharge the entire indebtedness on
          such Notes not theretofore delivered to the Indenture Trustee for
          cancellation when due at the Series Final Maturity Date for such
          Class or Series of Notes or the Redemption Date (if Notes have been
          called for redemption pursuant to the related Indenture Supplement),
          as the case may be;

          (ii) the Issuer has paid or caused to be paid all other sums payable
     hereunder by the Issuer; and

          (iii) 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
     12.01(a) and each stating that all conditions precedent herein provided
     for relating to the satisfaction and discharge of this Indenture have
     been complied with.

     Section 4.02. Application of Trust Money.

     All monies deposited with the Indenture Trustee pursuant to Section 4.01
will be held in trust and applied by it, in accordance with the provisions of
the Notes, this Indenture and the applicable Indenture Supplement, to make
payments, either directly or through any Paying Agent, as the Indenture
Trustee may determine, to the Noteholders and for the payment in respect of
which such monies have been deposited with the Indenture Trustee, of all sums
due and to become due thereon for principal and interest; but such monies need
not be segregated from other funds except to the extent required herein or in
the Transfer and Servicing Agreement[s] or required by law.

                                  ARTICLE V

                  AMORTIZATION EVENTS, DEFAULTS AND REMEDIES

     Section 5.01. Amortization Events.

     If any one of the following events (each, a "Trust Amortization Event")
occurs:

          (i) the failure by [the] [a] Transferor to transfer to the Issuer
     Receivables arising in connection with Additional Accounts or, if
     applicable, interests in Other Floorplan Assets within five Business Days
     after the date such Transferor is required to do so pursuant to Section
     2.06(a) of the Transfer and Servicing Agreement[s]; or

          (ii) the occurrence of an Insolvency Event relating to the
     Transferor or, unless the Rating Agency Condition is satisfied with
     respect to the removal of Ford Credit or Ford from this clause (ii), the
     occurrence of an Insolvency Event relating to Ford Credit or Ford;

          (iii) the Issuer becomes subject to regulation as an "investment
     company" within the meaning of the Investment Company Act;

then an Amortization Event with respect to all Series of Notes will be deemed
to have occurred without any notice or other action on the part of the
Indenture Trustee or the Noteholders immediately upon the occurrence of such
event. Upon the occurrence of an Amortization Event, an Early Amortization
Period or, if so specified on the related Indenture Supplement, an Early
Accumulation Period will commence and payment on the Notes of each Series will
be made in accordance with the terms of the related Indenture Supplement.

     Section 5.02. Events of Default.

     An "Event of Default," wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
is voluntary or involuntary or 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 the principal of any Note, if and to
     the extent not previously paid, when the same becomes due and payable on
     its Series Final Maturity Date; or

          (ii) default in the payment of any interest on any Note when the
     same becomes due and payable, and such default continues for a period of
     [35] days; or

          (iii) the filing of a decree or order for relief by a court having
     jurisdiction in the premises in respect of the Issuer in an involuntary
     case under any applicable United States 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 for the Issuer or ordering the winding-up or liquidation
     of the Issuer's affairs, and such decree or order remains unstayed and in
     effect for a period of 90 consecutive days; or

          (iv) the commencement by the Issuer of a voluntary case under any
     applicable United States 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 of or the taking
     possession by a receiver, liquidator, assignee, custodian, trustee,
     sequestrator, conservator or similar official of the Issuer, or the
     making by the Issuer of any general assignment for the benefit of
     creditors, or the failure by the Issuer generally to pay, or the
     admission in writing by the Issuer of its inability to pay, its debts as
     such debts become due, or the taking of action by the Issuer in
     furtherance of any of the foregoing; or

          (v) default in the observance or performance of any 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 specifically dealt with), and such default
     continues or is not cured for a period of 60 days after there has been
     given, by registered or certified mail, to the Issuer by the Indenture
     Trustee or to the Issuer and the Indenture Trustee by the Holders of at
     least 25% of the Outstanding Amount of the Notes of any affected Series
     (or any affected Tranche in the case of a Shared Enhancement Series), a
     written notice specifying such default and requiring it to be remedied;
     or

          (vi) any other Events of Default described in the related Indenture
     Supplement.

     The Issuer will deliver to the Indenture Trustee, within five 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, its status and what action the Issuer is taking or
proposes to take with respect thereto.

     Section 5.03. Acceleration of Maturity; Rescission and Annulment.

     (a) If an Event of Default described in clause (i), (ii), (v) or (vi) of
Section 5.02 occurs and is continuing, then the Indenture Trustee, or the
Holders of at least a majority of the Outstanding Amount of the Notes of each
affected Series (or each affected Tranche in the case of a Shared Enhancement
Series), may declare all the Notes of such Series (or Tranche) to be
immediately due and payable, by a notice in writing to the Issuer (and to the
Indenture Trustee if declared by Noteholders). If an Event of Default
described in clause (iii) or (iv) of Section 5.02 occurs and is continuing,
then the Indenture Trustee must declare all of the Notes to be immediately due
and payable, by a notice in writing to the Issuer. Upon any such declaration,
the Revolving Period (or, if applicable, any other period of principal payment
or accumulation other than an Early Amortization Period) with respect to such
Series (or Tranche) will terminate, an Early Amortization Period will commence
and the unpaid principal amount of such Notes, together with accrued and
unpaid interest thereon through the date of acceleration, will become
immediately due and payable.

     (b) At any time after such declaration of acceleration of maturity has
been made and before a judgment or decree for payment of the money due has
been obtained by the Indenture Trustee as hereinafter provided in this Article
V, the Holders of at least a majority of the Outstanding Amount of the Notes
of such Series (or Tranche), by written notice to the Issuer and the Indenture
Trustee, may rescind and annul such declaration and its consequences with
respect to such Series (or Tranche). No such rescission will affect any
subsequent default or impair any right consequent thereto.

     Section 5.04. Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee.

     (a) The Issuer covenants that if (i) default is made in the payment of
any interest on any Note when the same becomes due and payable, and such
default continues for a period of [35] days following the date on which such
interest became due and payable or (ii) default is made in the payment of
principal of any Note, if and to the extent not previously paid, when the same
becomes due and payable on its Series Final Maturity Date, the Issuer will,
upon demand of the Indenture Trustee, pay to it, for the benefit of the
Holders of the Notes of the affected Series, 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 is
legally enforceable, interest upon overdue installments of interest, at the
applicable Note Interest Rate borne by the Notes of such Series, and in
addition thereto will pay such further amount as is sufficient to cover the
costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Indenture Trustee and its agents
and counsel.

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

     (c) If an Event of Default occurs and is continuing, the Indenture
Trustee may, as more particularly provided in Section 5.05, in its discretion,
proceed to protect and enforce its rights and the rights of the Noteholders of
the affected Series, by such appropriate Proceedings as the Indenture Trustee
may 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) If there are pending, relative to the Issuer or any other obligor
upon the Notes of the affected Series, or any Person having or claiming an
ownership interest in the Trust Assets, Proceedings under Title 11 of the
United States Code or any other applicable United States federal or state
bankruptcy, insolvency or other similar law, or if a receiver, assignee or
trustee in bankruptcy or reorganization, liquidator, sequestrator, custodian
or similar official has 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 of such Series, or to the creditors or property of the Issuer or
such other obligor, the Indenture Trustee, irrespective of whether the
principal of any Notes is then due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Indenture Trustee has
made any demand pursuant to the provisions of this Section, will 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 of such
     Series and to file such other papers or documents as may be necessary or
     advisable in order to have the claims of the Indenture Trustee (including
     any claim for reasonable compensation to the Indenture Trustee and each
     predecessor Indenture Trustee, and their respective agents, attorneys and
     counsel, and for reimbursement of all expenses and liabilities incurred,
     and all advances made, by the Indenture Trustee and each predecessor
     Indenture Trustee, except as a result of negligence or bad faith) and of
     the Noteholders of such Series allowed in such Proceedings;

          (ii) unless prohibited by applicable law and regulations, to vote on
     behalf of the Holders of Notes of such Series 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 distribute all amounts received
     with respect to the claims of the Noteholders of such Series 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 or the Holders of Notes of such Series allowed in any
     judicial proceedings relative to the Issuer, its creditors and its
     property;

and any trustee, receiver, liquidator, custodian, assignee, sequestrator or
other similar official in any such Proceeding is hereby authorized by each of
such Noteholders to make payments to the Indenture Trustee, and, if the
Indenture Trustee consents to the making of payments directly to such
Noteholders, to pay to the Indenture Trustee such amounts as are sufficient to
cover reasonable compensation to the Indenture Trustee, each predecessor
Indenture Trustee and their respective agents, attorneys and counsel, and all
other expenses and liabilities incurred, and all advances made, by the
Indenture Trustee and each predecessor Indenture Trustee except as a result of
negligence or bad faith.

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

     (f) All rights of action and of asserting claims under this Indenture, or
under any of the Notes, may be enforced by the Indenture Trustee without the
possession of any of the Notes or the production thereof in any trial or other
Proceedings relative thereto, and any such action or Proceedings instituted by
the Indenture Trustee will be brought in its own name as trustee of an express
trust, and any recovery of judgment, subject to the payment of the expenses,
disbursements and compensation of the Indenture Trustee, each predecessor
Indenture Trustee and their respective agents and attorneys, will be for the
benefit of the Holders of the Notes of the affected Series as provided herein.

     (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 is a party), the Indenture Trustee will be deemed
to represent all the Holders of the Notes of the affected Series, and it will
not be necessary to make any such Noteholder a party to any such Proceedings.

     Section 5.05. Remedies; Priorities.

     (a) If an Event of Default has occurred and is continuing, the Indenture
Trustee may do one or more of the following:

          (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
     of the affected Series 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) take any other appropriate action to protect and enforce the
     rights and remedies of the Indenture Trustee and the Holders of the Notes
     of the affected Series;

          (iii) at its own election or at the direction of the Holders of at
     least a majority of the Outstanding Amount of the Notes of any
     accelerated Series (or Tranche in the case of a Shared Enhancement
     Series), institute foreclosure Proceedings from time to time with respect
     to the portion of the Trust Assets which secures such Notes by causing
     the Issuer to sell such Trust Assets (together with their related
     interest components) to a Permitted Assignee in an amount equal to the
     Adjusted Invested Amount of the accelerated Series of Notes in accordance
     with Section 5.16, but only if the Indenture Trustee determines that the
     proceeds of such sale will be sufficient to pay principal of and interest
     on such Notes in full; and

          (iv) at the direction of the Holders of at least 66 2/3/% of the
     Outstanding Amount of each Class of the Notes of any accelerated Series
     (or Tranche in the case of a Shared Enhancement Series), institute
     foreclosure Proceedings from time to time with respect to the portion of
     the Trust Assets that secures such Notes, regardless of the sufficiency
     of the proceeds thereof, by causing the Issuer to sell such Trust Assets
     (together with their related interest components) to a Permitted Assignee
     in an amount equal to the Adjusted Invested Amount of the accelerated
     Series of Notes in accordance with Section 5.16 (each of the actions
     described in this clause (iv) and clause (iii) above, being a
     "Foreclosure Remedy").

     In determining such sufficiency or insufficiency with respect to clauses
(iii) and (iv) 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 Trust Assets for such purpose.

     (b) Any money or property collected by the Indenture Trustee pursuant to
this Article V following the acceleration of the maturities of the Notes of
the affected Series (or the affected Tranche in the case of a Shared
Enhancement Series) pursuant to Section 5.03 (so long as such declaration has
not been rescinded or annulled) will be treated as Collections and
distributed, together with any amounts then held in the Collection Account,
Excess Funding Account or any Series Accounts for such Series (or Tranche) and
any amounts available under the Series Enhancement for such Series (or
Tranche), as payments to the Holders of the Notes of such Series (or Tranche)
and the Series Enhancer for such Series (or Tranche) in accordance with the
terms of this Indenture, the related Indenture Supplement and the Series
Enhancement for such Series (or Tranche). Following the sale of the Collateral
(or portion thereof) for a Series (or a Tranche) and the application of the
proceeds of such sale to such Series (or Tranche) and the application of the
amounts then held in the Collection Account, the Excess Funding Account and
any Series Accounts for such Series (or Tranche) as are allocated to such
Series (or Tranche) and any amounts available under the Series Enhancement for
such Series (or Tranche), such Series (or Tranche) will no longer be entitled
to any allocation of Collections or other property constituting the Collateral
under this Indenture and the Notes of such Series (or Tranche) will no longer
be Outstanding.

     (c) The Indenture Trustee may, upon notification to the Issuer, fix a
record date and payment date for any payment to Noteholders of the affected
Series pursuant to this Section. At least fifteen days before such record
date, the Indenture Trustee will provide notice by mail, private overnight
courier service or facsimile transmission to each such Noteholder, which
notice will state the record date, the payment date and the amount to be paid.

     Section 5.06. Optional Preservation of Trust Assets.

     If the Notes of any Series (or any Tranche in the case of a Shared
Enhancement Series) have been declared to be due and payable under Section
5.03 following an Event of Default and such declaration and its consequences
have not been rescinded and annulled, and the Indenture Trustee has not
received direction from the Noteholders pursuant to Section 5.12, the
Indenture Trustee may, but need not, elect to maintain possession of all or
any portion of the Trust Assets. It is the desire of the parties hereto and
the Noteholders that there be at all times sufficient funds for the payment of
principal of and interest on the Notes, and the Indenture Trustee will take
such desire into account when determining whether or not to maintain
possession of the Trust Assets. In determining whether to maintain possession
of all or any portion of the Trust Assets, 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 Trust Assets for such purpose.

     Section 5.07. Limitation on Suits.

     No Noteholder will have any right to institute any proceedings, judicial
or otherwise, with respect to this Indenture, or for the appointment of a
receiver or trustee, or for any other remedy hereunder, unless:

          (i) the Holders of at least 25% of the Outstanding Amount of the
     Notes of each affected Series (or each affected Tranche in the case of a
     Shared Enhancement Series) have made written request to the Indenture
     Trustee to institute such proceeding in its own name as Indenture
     Trustee;

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

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

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

          (v) no direction inconsistent with such written request has been
     given to the Indenture Trustee during such 60-day period by the Holders
     of at least a majority of the Outstanding Amount of the Notes of such
     Series (or Tranche in the case of a Shared Enhancement Series);

it being understood and intended that no one or more Noteholders of the
affected Series (or the affected Tranche in the case of a Shared Enhancement
Series) has 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 of such Series (or Tranche in the case of a Shared
Enhancement Series) or to obtain or to seek to obtain priority or preference
over any other Noteholders of such Series (or Tranche in the case of a Shared
Enhancement Series) or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all the
Noteholders of such Series (or Tranche in the case of a Shared Enhancement
Series).

     If the Indenture Trustee receives conflicting or inconsistent requests
and indemnity from two or more groups of Noteholders of such affected Series
(or Tranche in the case of a Shared Enhancement Series), each holding less
than a majority of the Outstanding Amount of such Notes, the Indenture Trustee
in its sole discretion may determine what action, if any, to take,
notwithstanding any other provisions of this Indenture.

     Section 5.08. Unconditional Rights of Noteholders to Receive Principal
and Interest.

     Notwithstanding any other provision in this Indenture, each Noteholder
has the absolute and unconditional right to receive payment of the principal
of and interest in respect of such Note as such principal and interest become
due and payable and to institute suit for the enforcement of any such payment,
and such right may not be impaired without the consent of such Noteholder.

     Section 5.09. 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, 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 Noteholder will, 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 will continue as though no such
proceeding had been instituted.

     Section 5.10. Rights and Remedies Cumulative.

     No right, remedy, power or privilege herein conferred upon or reserved to
the Indenture Trustee or to the Noteholders is intended to be exclusive of any
other right, remedy, power or privilege, and every right, remedy, power or
privilege is, to the extent permitted by law, cumulative and in addition to
every other right, remedy, power or privilege given hereunder or now or
hereafter existing at law or in equity or otherwise. The assertion or exercise
of any right or remedy will not preclude any other further assertion or the
exercise of any other appropriate right or remedy.

     Section 5.11. Delay or Omission Not Waiver.

     No failure to exercise and no delay in exercising, on the part of the
Indenture Trustee or of any Noteholder or other Person, any right or remedy
occurring hereunder upon any Event of Default will impair any such right or
remedy or constitute a waiver thereof of any such Event of Default or an
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 5.12. Rights of Noteholders to Direct Indenture Trustee.

     Holders of at least a majority of the Outstanding Amount of the Notes of
any affected Series (or any affected Tranche in the case of a Shared
Enhancement Series) has 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 with respect to the Notes; provided, however, that subject
to Section 6.01:

          (i) the Indenture Trustee has the right to decline any such
     direction if the Indenture Trustee, after being advised by counsel,
     determines that the action so directed is in conflict with any rule of
     law or with this Indenture, and

          (ii) the Indenture Trustee has the right to decline any such
     direction if the Indenture Trustee determines in good faith, by a
     Responsible Officer of the Indenture Trustee, that the proceedings so
     directed would be illegal or involve the Indenture Trustee in personal
     liability or be unjustly prejudicial to the Noteholders not parties to
     such direction.

     Section 5.13. Waiver of Past Defaults.

     Prior to the declaration of the acceleration of the maturity of the Notes
of the affected Series (or the affected Tranche in the case of a Shared
Enhancement Series) as provided in Section 5.02, Holders of at least a
majority of the Outstanding Amount of such Notes may, on behalf of all such
Noteholders waive in writing any past default with respect to such Notes and
its consequences, except a default:

          (i) in the payment of the principal or interest in respect of any
     Note of such Series (or Tranche in the case of a Shared Enhancement
     Series), or

          (ii) in respect of a covenant or provision hereof that under Section
     10.02 cannot be modified or amended without the consent of the Noteholder
     of each Outstanding Note affected.

     Upon any such written waiver, such default will cease to exist, and any
Event of Default arising therefrom will be deemed to have been cured, for
every purpose of this Indenture; but no such waiver will extend to any
subsequent or other default or impair any right consequent thereon. After a
declaration of acceleration, only waivers pursuant to Section 5.03 are
permitted.

     Section 5.14. Undertaking for Costs.

     All parties to this Indenture agree, and each Noteholder by its
acceptance of a Note will 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 will not apply to
any suit instituted by the Indenture Trustee, to any suit instituted by any
Noteholder, or group of Noteholders (in compliance with Section 5.08), holding
in the aggregate more than 10% of the Outstanding Amount of the Notes of the
affected Series, or to any suit instituted by any Noteholder for the
enforcement of the payment of the principal or interest in respect of any Note
on or after the Distribution Date on which any of such amounts was due (or, in
the case of redemption, on or after the applicable Redemption Date).

     Section 5.15. Waiver of Stay or Extension Laws.

     The Issuer covenants (to the extent that it may lawfully do so) that it
will 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, which may adversely 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 will 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 5.16. Sale of Trust Assets.

     (a) The method, manner, time, place and terms of any sale of Receivables
(or interest therein) pursuant to Section 5.05(a) must be commercially
reasonable. The Indenture Trustee may from time to time postpone any sale by
public announcement made at the time and place of such sale. The Indenture
Trustee hereby expressly waives its right to any amount fixed by law as
compensation for any sale.

     (b) The Indenture Trustee is hereby irrevocably appointed the agent and
attorney-in-fact of the Issuer in connection with any sale of Receivables
pursuant to Section 5.05(a)(iii) and (iv). No purchaser or transferee at any
such sale is required to ascertain the Indenture Trustee's authority, inquire
into the satisfaction of any conditions precedent or see to the application of
any monies.

     (c) In its exercise of the foreclosure remedy pursuant to Section
5.05(a), the Indenture Trustee will solicit bids from Permitted Assignees for
the sale of Trust Assets (together with their related interest components) in
an amount equal to the Adjusted Invested Amount of the affected Series of
Notes at the time of sale. The Transferor[s] or any of [its] [their]
Affiliates who are Permitted Assignees will be entitled to participate in, and
to receive from the Indenture Trustee a copy of each other bid submitted in
connection with, such bidding process; provided that (i) at least one
participant other than the Transferor[s] and any of [its] [their] Affiliates
must submit a bona fide offer and (ii) the Transferor[s] and any of [its]
[their] Affiliates are prohibited from bidding an amount which exceeds fair
value of such Trust Assets. The Indenture Trustee must sell such Trust Assets
(together with their related interest components) to the bidder with the
highest cash purchase offer. The proceeds of any such sale must be applied in
accordance with Section 5.05(b).

     Section 5.17. Action on Notes.

     The Indenture Trustee's right to seek and recover judgment on the Notes
or under this Indenture will not be affected by the seeking or obtaining of or
application for 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 will 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 Trust Assets or upon any of the assets
of the Issuer. Any money or property collected by the Indenture Trustee must
be applied as specified in the applicable Indenture Supplement.

                                  ARTICLE VI

                             THE INDENTURE TRUSTEE

     Section 6.01. Duties of Indenture Trustee.

     (a) If an Event of Default has occurred and is continuing and a Trustee
Officer has actual knowledge or written notice of such Event of Default, the
Indenture Trustee will, prior to the receipt of directions, if any, from the
Holders of at least a majority of the Outstanding Amount of the Notes or as
otherwise provided herein in the case of certain directions, 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 are to be read into this Indenture
     against the Indenture Trustee; and

          (ii) in the absence of bad faith or negligence 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
     conforming to the requirements of this Indenture; provided, however, the
     Indenture Trustee, upon receipt of any resolutions, certificates,
     statements, opinions, reports, documents, orders or other instruments
     furnished to the Indenture Trustee which are specifically required to be
     furnished pursuant to any provision of this Indenture or any Indenture
     Supplement, will examine them to determine whether they substantially
     conform to the requirements of this Indenture or any Indenture
     Supplement. The Indenture Trustee will give prompt written notice to the
     Noteholders and each Rating Agency of any material lack of conformity of
     any such instrument to the applicable requirements of this Indenture or
     any Indenture Supplement discovered by the Indenture Trustee that would
     entitle the Holders of a majority of the Outstanding Amount of the Notes
     to take any action pursuant to this Indenture or any Indenture
     Supplement.

     (c) In case an Amortization Event has occurred and is continuing and a
Trustee Officer has actual knowledge or written notice of such Amortization
Event, the Indenture Trustee will, prior to the receipt of directions, if any,
from the Holders of at least a majority of the Outstanding Amount of the
Notes, exercise such rights and powers vested in it by this Indenture, and use
the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.

     (d) No provision of this Indenture is to be construed to relieve the
Indenture Trustee from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:

          (i) this subsection is not to be construed to limit the effect of
     subsection (a) of this Section;

          (ii) the Indenture Trustee will 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;

          (iii) the Indenture Trustee will not be liable with respect to any
     action taken, suffered or omitted to be taken by it in good faith in
     accordance with the Indenture and/or the direction of the Holders of at
     least a majority of the Outstanding Amount of the Notes of each
     outstanding Series relating to the time, method and place of conducting
     any proceeding for any remedy available to the Indenture Trustee, or for
     exercising any trust or power conferred upon the Indenture Trustee, under
     this Indenture; and

          (iv) the Indenture Trustee will not be liable for any action taken,
     suffered or omitted to be taken by it in good faith in accordance with
     the direction of the Servicer, the Transferor or the Issuer.

     (e) No provision of this Indenture requires the Indenture Trustee to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers if it has reasonable grounds for believing that repayment of
such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.

     (f) Every provision of this Indenture that in any way relates to the
Indenture Trustee is subject to subsections (a), (b), (c) and (d) of this
Section.

     (g) Except as expressly provided in this Indenture and the other
Transaction Documents, the Indenture Trustee has no power to vary the Trust
Assets, including by (i) accepting any substitute payment obligation for a
Receivable transferred to the Issuer under the Transfer and Servicing
Agreement[s], (ii) adding any other investment, obligation or security to the
Trust Assets or (iii) withdrawing any Receivable from the Trust Assets.

     (h) The Indenture Trustee has no responsibility or liability for
investment losses on Eligible Investments.

     (i) The Indenture Trustee will notify each Rating Agency of any change in
any rating of the Notes of any other Rating Agency of which the Indenture
Trustee has actual knowledge.

     (j) The Indenture Trustee will hold directly, or through a custodian, any
"instruments" within the meaning of any applicable enactment of the UCC.

     Section 6.02. Notice of Amortization Event, Events of Default or Servicer
Default.

     Upon the occurrence of any Amortization Event, Event of Default or
Servicer Default of which a Trustee Officer has actual knowledge or has
received notice thereof, the Indenture Trustee will give notice to all
Noteholders, as their names and addresses appear on the Note Register and the
Rating Agencies, of such Amortization Event, Event of Default or Servicer
Default known to the Indenture Trustee within 30 days after it occurs or
within ten Business Days after the Indenture Trustee receives such notice or
obtains actual notice, if later. For all purposes under this Indenture, the
Indenture Trustee will not be deemed to have notice or knowledge of any Event
of Default, Amortization Event or Servicer Default unless a Trustee Officer
assigned to and working in the Corporate Trust Office of the Indenture Trustee
has actual knowledge thereof or has received written notice thereof. For
purposes of determining the Indenture Trustee's responsibility and liability
hereunder, any reference to an Event of Default, Amortization Event or
Servicer Default is to be construed to refer only to such event of which the
Indenture Trustee is deemed to have notice as described in this Section.

     Section 6.03. Rights of Indenture Trustee.

     Except as otherwise provided in Section 6.01:

     (a) the Indenture Trustee may conclusively rely and will be fully
protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request,
direction, consent, order, bond, note or other paper or document reasonably
believed by it to be genuine and to have been signed or presented by the
proper party or parties;

     (b) whenever in the administration of this Indenture the Indenture
Trustee deems it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Indenture Trustee
(unless other evidence be herein specifically prescribed) may, in the absence
of bad faith on its part, rely upon an Officer's Certificate of the Issuer.
The Issuer will provide a copy of such Officer's Certificate to the
Noteholders at or prior to the time the Indenture Trustee receives such
Officer's Certificate;

     (c) as a condition to the taking, suffering or omitting of any action by
it hereunder, the Indenture Trustee may consult with counsel and the advice of
such counsel or any Opinion of Counsel will be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it
hereunder in good faith and in reliance thereon;

     (d) the Indenture Trustee is 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 have offered to the Indenture Trustee reasonable security or
indemnity against the costs, expenses and liabilities which might be incurred
by it in compliance with such request or direction;

     (e) the Indenture Trustee is not required to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
note or other paper or document, but the Indenture Trustee, in its discretion,
may make such further inquiry or investigation into such facts or matters as
it may see fit, and, if the Indenture Trustee determines to make such further
inquiry or investigation, it will be entitled to examine the books, records
and premises of the Issuer and the Servicer, personally or by agent or
attorney;

     (f) the Indenture Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents, attorneys, custodians or nominees and the Indenture Trustee is not
responsible for any (i) misconduct or negligence on the part of any agent,
attorney, custodians or nominees appointed with due care by it hereunder or
(ii) the supervision of such agents, attorneys, custodians or nominees after
such appointment with due care;

     (g) the Indenture Trustee will not be liable for any actions taken,
suffered or omitted by it in good faith and believed by it to be authorized or
within the discretion or rights conferred upon the Indenture Trustee by this
Indenture; and

     (h) if the Indenture Trustee is also acting as Paying Agent and Transfer
Agent and Registrar, the rights and protections afforded to the Indenture
Trustee pursuant to this Article VI will also be afforded to such Paying Agent
and Transfer Agent and Registrar.

     Section 6.04. Not Responsible for Recitals or Issuance of Notes.

     The recitals contained herein and in the Notes, except the certificate of
authentication of the Indenture Trustee, will be deemed to be the statements
of the Issuer, and the Indenture Trustee assumes no responsibility for their
correctness. The Indenture Trustee makes no representation as to the validity
or sufficiency of the Agreement, the Notes, or any related document. The
Indenture Trustee is not accountable for the use or application by the Issuer
of the proceeds from the Notes.

     Section 6.05. May Hold Notes.

     The Indenture Trustee, any Paying Agent, Transfer Agent and Registrar or
any other agent of the Issuer, in its individual or any other capacity, may
become the owner or pledgee of Notes and may otherwise deal with the Issuer
with the same rights it would have if it were not Indenture Trustee, Paying
Agent, Transfer Agent and Registrar or such other agent.

     Section 6.06. Money Held in Trust.

     Money held by the Indenture Trustee in trust hereunder need not be
segregated from other funds held by the Indenture Trustee in trust hereunder
except to the extent required herein or required by law. The Indenture Trustee
will have no liability for interest on any money received by it hereunder
except as otherwise agreed upon in writing by the Indenture Trustee and the
Issuer.

     Section 6.07. Compensation, Reimbursement and Indemnification.

     (a) The Issuer agrees:

          (i) to pay or cause the Servicer to pay the Indenture Trustee
     reasonable compensation for all services rendered by it under this
     Indenture and the Indenture Supplements, which compensation will not be
     limited by any provision of law regarding the compensation of a trustee
     of an express trust;

          (ii) except as otherwise expressly provided in this Indenture, to
     reimburse or cause the Servicer to reimburse the Indenture Trustee on its
     request for all reasonable expenses, disbursements, and advances incurred
     or made by the Indenture Trustee pursuant to this Indenture and the
     Indenture Supplements, including all costs and expenses incurred by the
     Indenture Trustee exercising any remedies under this Indenture and the
     reasonable compensation and the expenses and disbursements of its agents
     and counsel, except any expense, disbursement, or advance to the extent
     attributable to its willful misconduct, negligence or bad faith); and

          (iii) to indemnify the Indenture Trustee, its officers, directors,
     employees, and agents against any loss, liability, expense, damage, or
     injury suffered or sustained without willful misconduct, negligence or
     bad faith on its part, arising in connection with the acceptance or
     administration of this trust, including the costs and expenses of
     defending itself against any claim or liability from the exercise or
     performance of any of its powers or duties under this Indenture.

If, on any date when a fee is payable to the Indenture Trustee pursuant to
this Indenture, sufficient funds are not available for its payment, any
portion of a fee not paid will be deferred and payable, together with
compensatory interest (at a rate not to exceed the federal funds rate), on the
next date on which a fee is payable and sufficient funds are available.

     (b) The Issuer's payment obligations to the Indenture Trustee pursuant to
this Section will survive the discharge of this Indenture. When the Indenture
Trustee incurs expenses after the occurrence of an Event of Default specified
in Section 5.02(iii) or (iv) 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 United States federal or state bankruptcy,
insolvency or similar law.

     Section 6.08. Replacement of Indenture Trustee.

     No resignation or removal of the Indenture Trustee and no appointment of
a successor Indenture Trustee will become effective until the acceptance of
appointment by the successor Indenture Trustee pursuant to this Section. The
Indenture Trustee may resign at any time by giving 30 days' written notice to
the Issuer. The Holders of at least a majority of the Outstanding Amount of
the Notes may remove the Indenture Trustee by so notifying the Indenture
Trustee and may appoint a successor Indenture Trustee. The Servicer must
remove the Indenture Trustee if:

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

          (ii) the Indenture Trustee is adjudged bankrupt or insolvent;

          (iii) a receiver of the Indenture Trustee or of its property is
     appointed, or any public officer takes charge of the Indenture Trustee or
     its property or its affairs for the purpose of rehabilitation,
     conservation or liquidation; or

          (iv) the Indenture Trustee otherwise becomes legally unable to act.

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
Servicer must promptly appoint a successor Indenture Trustee.

     A successor Indenture Trustee will deliver a written acceptance of its
appointment to the retiring Indenture Trustee, the Issuer and to the
Administrator. Thereupon the resignation or removal of the retiring indenture
Trustee will become effective, and the successor Indenture Trustee will have
all the rights, powers and duties of the Indenture Trustee under this
Indenture. The successor Indenture Trustee will notify the Noteholders in
writing of its succession. The retiring Indenture Trustee must promptly
transfer all property held by it as Indenture Trustee to the successor
Indenture Trustee.

     If a successor Indenture Trustee does not take office within 60 days
after the retiring Indenture Trustee resigns or is removed, the retiring
Indenture Trustee, the Issuer or the Holders of at least a majority of the
Outstanding Amount of the Notes may petition any court of competent
jurisdiction for the appointment of a successor Indenture Trustee.

     If the Indenture Trustee fails to comply with Section 6.11, any
Noteholder may petition any court of competent jurisdiction for the removal of
the Indenture Trustee and the appointment of a successor Indenture Trustee.

     Notwithstanding the replacement of the Indenture Trustee pursuant to this
Section, the Issuer's obligations under Section 6.07 will continue for the
benefit of the retiring Indenture Trustee.

     Section 6.09. Successor Indenture Trustee by Merger.

     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 without any further act will be the successor Indenture
Trustee; provided, that such corporation or banking association is otherwise
qualified and eligible under Section 6.11. The Indenture Trustee must provide
the Rating Agencies prior written notice of any such transaction.

     If, at the time such successor or successors by merger, conversion,
consolidation or transfer to the Indenture Trustee succeeds to the trusts
created by this Indenture, any of the Notes have been authenticated but not
delivered, any such successor to the Indenture Trustee may adopt the
certificate of authentication of any predecessor Indenture Trustee and deliver
such Notes so authenticated; and in case at that time any of the Notes have
not been authenticated, any successor to the Indenture Trustee may
authenticate such Notes in the name of the successor to the Indenture Trustee;
and in all such cases such certificates will have the full force and effect as
provided in the Notes or in this Indenture with respect to certificates of
authentication of the Indenture Trustee.

     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 Trust Assets may at the time be located, the Indenture Trustee
has the power and may execute and deliver all instruments 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 Assets, and to vest in such
Person or Persons, in such capacity and for the benefit of the Noteholders,
such title to the Trust Assets, or any part hereof, and, subject to the other
provisions of this Section, such powers, duties, obligations, rights and
trusts as the Indenture Trustee may consider necessary or desirable. No co-
trustee or separate trustee hereunder is 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 is
required under Section 6.08.

     (b) Every separate trustee and co-trustee will, 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 will 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 is not authorized to act separately without the Indenture
     Trustee joining in such act), except to the extent that under any law of
     any jurisdiction where any particular act or acts are to be performed the
     Indenture Trustee is 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 Assets or any portion
     thereof in any such jurisdiction) will 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 will 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
will 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 must refer to this Indenture and
the conditions of this Article VI. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, will 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 must 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 Indenture on its behalf and in its name. If any separate
trustee or co- trustee dies, becomes incapable of acting, resigns or is
removed, all of its estates, properties, rights, remedies and trusts will 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.

     The Indenture Trustee must at all times satisfy the requirements of TIA
ss.310(a). The Indenture Trustee must 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 its long-term unsecured debt must be rated at least Baa3 by
Moody's, BBB- by Standard & Poor's. The Indenture Trustee must comply with TIA
ss.310(b), including the optional provision permitted by the second sentence
of TIA ss.310(b)(9); provided, however, that any indenture or indentures under
which other securities of the Issuer are outstanding will be excluded from the
operation of TIA ss.310(b)(1) if the requirements for such exclusion set forth
in TIA ss.310(b)(1) are met.

     Section 6.12. Preferential Collection of Claims Against.

     The Indenture Trustee must comply with TIA ss.311(a), excluding any
creditor relationship listed in TIA ss.311(b). An Indenture Trustee who has
resigned or been removed will be subject to TIA ss.311(a) to the extent
indicated.

     Section 6.13. Tax Returns.

     If the Issuer is required to file tax returns, the Servicer will prepare
or cause to be prepared such tax returns and will provide such tax returns to
the Owner Trustee for signature at least five days before such tax returns are
due to be filed. The Servicer, in accordance with the terms of each Indenture
Supplement, will also prepare or cause to be prepared all tax information
required by law to be distributed to Noteholders and will deliver such
information to the Owner Trustee at least five days prior to the date it is
required by law to be distributed to Noteholders. The Owner Trustee, upon
request, will furnish the Servicer with all such information known to the
Owner Trustee as may be reasonably required in connection with the preparation
of all tax returns of the Issuer, and will, upon request, execute such
returns. In no event will the Owner Trustee be liable for any liabilities,
costs or expenses of the Issuer or any Noteholder arising under any tax law,
including United States federal, state or local income or excise taxes or any
other tax imposed on or measured by income (or any interest or penalty with
respect thereto arising from a failure to comply therewith).

     Section 6.14. Representations and Covenants of Indenture Trustee.

     The Indenture Trustee represents, warrants and covenants that:

          (i) the Indenture Trustee is a banking [association] [corporation]
     duly organized and validly existing under the laws of [_______________];

          (ii) the Indenture Trustee has full power and authority to deliver
     and perform this Indenture and has taken all necessary action to
     authorize the execution, delivery and performance by it of this Indenture
     and other Transaction Documents to which it is a party; and

          (iii) each of this Indenture and the other Transaction Documents to
     which it is a party has been duly executed and delivered by the Indenture
     Trustee and constitutes its legal, valid and binding obligation in
     accordance with its terms.

     Section 6.15. The Securities Intermediary.

     (a) [Indenture Trustee], is appointed as the initial Securities
Intermediary hereunder and [Indenture Trustee], accepts such appointment.

     (b) [Indenture Trustee], represents and warrants that it is as of the
date hereof and will be for so long as it is the Securities Intermediary
hereunder a corporation that (i) in the ordinary course of its business
maintains securities accounts for others and is acting in that capacity
hereunder, and (ii) maintains a Participant's Securities Account (as defined
in the United States Regulations) with a Federal Reserve Bank. [Indenture
Trustee] agrees with the parties hereto that, as of the date hereof and for so
long as it is the Securities Intermediary hereunder, each of the Collection
Account and the Excess Funding Account will be an account to which financial
assets may be credited. [Indenture Trustee] undertakes that for so long as it
is the Securities Intermediary it will treat the Indenture Trustee as entitled
to exercise rights that comprise such financial assets, and to exercise the
ordinary rights of an entitlement holder, in the fashion contemplated by the
UCC. [Indenture Trustee] agrees with the parties hereto that for so long as it
is the Securities Intermediary hereunder each item of property credited to the
Collection Account and the Excess Funding Account will be treated as a
"financial asset" within the meaning of the UCC. [Indenture Trustee]
acknowledges that as a result of Section 12.12, the "securities intermediary's
jurisdiction" as defined in the UCC of [Indenture Trustee], with respect to
the Collateral, is the State of New York. [Indenture Trustee] covenants that
so long as it is the Securities Intermediary hereunder it will not take any
action inconsistent with the provisions of this Agreement applicable to it.
[Indenture Trustee] agrees that as long as it is the Securities Intermediary
hereunder no item of property credited to the Collection Account and the
Excess Funding Account will be subject to any security interest, Lien, or
right of setoff in favor of the Securities Intermediary or anyone claiming
through the Securities Intermediary (other than the Indenture Trustee).

     (c) It is the intent of the Indenture Trustee and the Issuer that each of
the Collection Account or Excess Funding Account will be a securities account
of the Indenture Trustee and not an account of the Issuer. If despite such
intent, either the Collection Account or the Excess Funding Account is
determined to be an account of the Issuer, then (i) the Securities
Intermediary agrees to comply with entitlement orders originated by the
Indenture Trustee without further consent by the Issuer, and (ii) [Indenture
Trustee], as initial Securities Intermediary, agrees that for so long as it is
the Securities Intermediary hereunder, it will comply with entitlement orders
originated by the Indenture Trustee without further consent by the Issuer.

                                 ARTICLE VII

         NOTEHOLDERS' LIST AND REPORTS BY INDENTURE TRUSTEE AND ISSUER

     Section 7.01. Issuer to Furnish Indenture Trustee Names and Addresses of
Noteholders.

     The Issuer will furnish or cause to be furnished to the Indenture Trustee
(i) upon each transfer of a Note, a list, in such form as the Indenture
Trustee may reasonably require, of the names, addresses and taxpayer
identification numbers of the Noteholders as they appear on the Note Register
as of such Record Date and (ii) at such other times, as the Indenture Trustee
may request in writing, within ten 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 days before the time such list is furnished; provided, however, that for
so long as the Indenture Trustee is the Transfer Agent and Registrar, the
Indenture Trustee will furnish to the Issuer such list in the same manner
prescribed in clause (ii) above.

     Section 7.02. Preservation of Information; Communications to Noteholders.

     (a) The Indenture Trustee will 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 7.01 and the names, addresses and taxpayer identification numbers of
the Noteholders received by the Indenture Trustee in its capacity as Transfer
Agent and Registrar. The Indenture Trustee may destroy any list furnished to
it as provided in Section 7.01 upon receipt of a new list so furnished.

     (b) Noteholders may communicate, pursuant to TIA ss.312(b), with other
Noteholders with respect to their rights under this Indenture or under the
Notes.

     (c) The Issuer, the Indenture Trustee and the Transfer Agent and
Registrar will have the protection of TIAss.312(c).

     Section 7.03. Reports by Issuer.

     (a) The Issuer must:

          (i) file with the Indenture Trustee, within fifteen 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 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
     will transmit by mail to all Noteholders described in TIA ss.313(c)) such
     summaries of any information, documents and reports required to be filed
     by the Issuer pursuant to clauses (i) and (ii) above as may be required
     by rules and regulations prescribed from time to time by the Commission.

     (b) Unless the Issuer otherwise determines, the fiscal year of the Issuer
will end on December 31 of each year.

     Section 7.04. Reports by Indenture Trustee.

     If required by TIA ss.313(a), within 60 days after each March 31
beginning with March 31, 200[_], the Indenture Trustee will mail to each
Noteholder as required by TIA ss.313(c) a brief report dated as of such date
that complies with TIA ss.313(a). The Indenture Trustee also must comply with
TIA ss.313(b). At the time the report is mailed to Noteholders, the Indenture
Trustee must file a copy with the Commission and each stock exchange, if any,
on which the Notes are listed. The Issuer must notify the Indenture Trustee if
and when the Notes are listed on any stock exchange.

     Section 7.05. Notice by Publication.

     In addition to notices required to be given in any other manner
hereunder, all notices required to be given to the Noteholders will be
effected by publication at least once, if any Notes are listed on a stock
exchange and the rules of such stock exchange so require, in a publication
meeting the requirements of such stock exchange.

                                 ARTICLE VIII

                   ALLOCATION AND APPLICATION OF COLLECTIONS

     Section 8.01. Collection of Money.

     Except as otherwise expressly provided herein and in the related
Indenture Supplement, the Indenture Trustee may demand payment or delivery of,
and 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. The
Indenture Trustee will hold all such money and property received by it in
trust for the Noteholders and apply it as provided in this Indenture. Except
as otherwise expressly provided in this Indenture, if any default occurs in
the making of any payment or performance under the Transfer and Servicing
Agreement[s] or any other Transaction Document, the Indenture Trustee may, and
upon the request of the Holders of at least a majority of the Outstanding
Amount of the Notes must, take such action as may be appropriate to enforce
such payment or performance, including the institution and prosecution of
appropriate proceedings. Any such action will be without prejudice to any
right to claim an Amortization Event or a Default or Event of Default under
this Indenture and to proceed thereafter as provided in Article V.

     Section 8.02. Rights of Noteholders.

     The Notes represent obligations of the Issuer secured by fractional
undivided interests in the Trust Assets, which, with respect to each Series,
will consist of the right to receive, to the extent necessary to make the
required payments with respect to the Notes of such Series at the times and in
the amounts specified in the related Indenture Supplement (i) the portion of
Collections allocable to and pledged for the benefit of the Noteholders of
such Series pursuant to this Indenture and the related Indenture Supplement,
(ii) funds and other property credited to the Collection Account and the
Excess Funding Account (or any subaccounts thereof) allocable to and pledged
for the benefit of the Noteholders of such Series pursuant to this Indenture
and such Indenture Supplement and (iii) funds and other property credited to
any related Series Account and funds available pursuant to any related Series
Enhancement (such security collectively, with respect to all Series, the
"Noteholders' Collateral"), it being understood that, except as specifically
set forth in the Indenture Supplement with respect thereto, the Notes of any
Series or Class will not be secured by any interest in any Series Account or
Series Enhancement pledged for the benefit of the Noteholders of any other
Series or Class. The "Transferor Interest" represents the ownership interest
in the Trust Assets not allocated pursuant to this Indenture or any Indenture
Supplement to the Noteholders' Collateral, including the right to receive
Collections of the Receivables and interests in any Other Floorplan Assets at
the times and in the amounts specified in this Indenture or in any Indenture
Supplement to be paid to the Transferor on behalf of all holders of the
Transferor Interest; provided, however, that the Transferor Interest will
represent any interest in the Collection Account, the Excess Funding Account,
any Series Account or any Series Enhancement, subject to the Lien of, and only
as expressly provided in, this Indenture or any Indenture Supplement.

     Section 8.03. Establishment of Collection Account and Excess Funding
Account.

     (a) The Indenture Trustee, for the benefit of the Noteholders and any
Series Enhancers, will establish and maintain with the Indenture Trustee or
its nominee in the name of the Indenture Trustee, on behalf of the Issuer, a
Qualified Account (including any subaccounts thereof) bearing a designation
clearly indicating that the funds and other property credited thereto are held
for the benefit of the Noteholders and any Series Enhancers (the "Collection
Account"). The Collection Account will consist of two segregated subaccounts:
(i) the "Collection Account Securities Subaccount" to which financial assets
credited to the Collection Account will be credited, and as to which financial
assets the Securities Intermediary undertakes to treat the Indenture Trustee
as entitled to exercise the rights that comprise such financial assets and
(ii) the "Collection Account Cash Subaccount" to which money or instruments
deposited in the Collection Account will be credited. The Indenture Trustee
will possess all right, title and interest in all Eligible Investments and all
monies, instruments, securities, securities entitlements, documents,
certificates of deposit and other property from time to time on deposit in or
credited to the Collection Account and in all interest, proceeds, earnings,
income, revenue, dividends and other distributions thereof (including any
accrued discount realized on liquidation of any investment purchased at a
discount) for the benefit of the Noteholders and any Series Enhancers. The
Collection Account will be under the sole dominion and control of the
Indenture Trustee for the benefit of the Noteholders and any Series Enhancers.
Except as expressly provided in this Indenture and the Transfer and Servicing
Agreement[s], the Servicer agrees that it has no right of setoff or banker's
lien against, and no right to otherwise deduct from, any funds and other
property held in the Collection Account for any amount owed to it by the
Indenture Trustee, the Issuer, any Noteholder or any Series Enhancer. If, at
any time, the Collection Account ceases to be a Qualified Account, the
Indenture Trustee (or the Servicer on its behalf), within ten Business Days
(or such longer period, not to exceed 30 calendar days, as to which each
Rating Agency may consent), will establish a new Collection Account meeting
the conditions specified above, transfer any monies, instruments, securities,
security entitlements, documents, certificates of deposit and other property
to such new Collection Account and from the date such new Collection Account
is established, it will be the "Collection Account." Pursuant to the authority
granted to the Servicer in Section 3.01(a) of the Transfer and Servicing
Agreement[s], the Servicer has the power, revocable by the Indenture Trustee,
to make withdrawals and payments from the Collection Account and to instruct
the Indenture Trustee to make withdrawals and payments from the Collection
Account for the purposes of carrying out the Servicer's or the Indenture
Trustee's duties under the Transfer and Servicing Agreement[s] and hereunder,
as applicable.

     Funds on deposit in the Collection Account (other than amounts deposited
pursuant to Section 2.03(c) or 6.01 of the Transfer and Servicing Agreement[s]
or Section 11.02 hereof) will, at the written direction of the Servicer, be
invested by the Indenture Trustee or its nominee (including the Securities
Intermediary) in Eligible Investments selected by the Servicer. All such
Eligible Investments will be held by the Indenture Trustee for the benefit of
the Noteholders and any Series Enhancers. The Indenture Trustee will cause
each Eligible Investment to be delivered to it or its nominee (including a
securities intermediary) and will be credited to the Collection Account
Securities Subaccount maintained by the Indenture Trustee with the Securities
Intermediary. Investments of funds representing Collections collected during
any Collection Period will be invested in Eligible Investments that will
mature so that such funds will be available no later than the close of
business on the Business Day next preceding the Distribution Date occurring in
the following Collection Period. On each Distribution Date, all interest and
other investment earnings (net of losses and investment expenses) on funds on
deposit in the Excess Funding Account will be treated as Interest Collections
with respect to the last day of the related Collection Period except as
otherwise specified in the related Indenture Supplement. The Indenture Trustee
will bear no responsibility or liability for any losses resulting from
investment or reinvestment of any funds in accordance with this Section
8.03(a) nor for the selection of Eligible Investments in accordance with the
provisions of this Indenture, any Indenture Supplement or the Transfer and
Servicing Agreement[s].

     (b) The Indenture Trustee, for the benefit of the Noteholders and any
Series Enhancers, will establish and maintain with the Indenture Trustee or
its nominee in the name of the Indenture Trustee, on behalf of the Issuer, a
Qualified Account (including any subaccounts thereof) bearing a designation
clearly indicating that the funds and other property credited thereto are held
for the benefit of the Noteholders and any Series Enhancers (the "Excess
Funding Account"). The Excess Funding Account will consist of two segregated
subaccounts: (i) the "Excess Funding Account Securities Subaccount" to which
financial assets credited to the Excess Funding Account will be credited, and
as to which financial assets the Securities Intermediary undertakes to treat
the Indenture Trustee as entitled to exercise the rights that comprise such
financial assets and (ii) the "Excess Funding Account Cash Subaccount" to
which money or instruments deposited in the Excess Funding Account will be
credited. The Indenture Trustee will possess all right, title and interest in
all Eligible Investments and all monies, instruments, securities, securities
entitlement, documents, certificates of deposit and other property from time
to time on deposit in or credited to the Excess Funding Account and in all
interest, proceeds, earnings, income and revenue, dividends and other
distributions thereof (including any accrued discount realized on liquidation
of any investment purchased at a discount) for the benefit of the Noteholders
and any Series Enhancers. The Excess Funding Account will be under the sole
dominion and control of the Indenture Trustee for the benefit of the
Noteholders and any Series Enhancers. Except as expressly provided in this
Indenture and the Transfer and Servicing Agreement[s], the Servicer agrees
that it has no right of setoff or banker's lien against, and no right to
otherwise deduct from, any funds and other property held in the Excess Funding
Account for any amount owed to it by the Indenture Trustee, the Issuer, any
Noteholder or any Series Enhancer. If, at any time, the Excess Funding Account
ceases to be a Qualified Account, the Indenture Trustee (or the Servicer on
its behalf), within ten Business Days (or such longer period, not to exceed 30
calendar days, as to which each Rating Agency may consent), will establish a
new Excess Funding Account meeting the conditions specified above, transfer
any monies, instruments, securities, securities entitlements, documents,
certificates of deposit and other property to such new Excess Funding Account
and from the date such new Excess Funding Account is established, it will be
the "Excess Funding Account." Upon deposit of funds into the Excess Funding
Account, the Servicer will provide written notice of the allocation of any
funds deposited to the Excess Funding Account.

     Funds on deposit in the Excess Funding Account will, at the written
direction of the Servicer, be invested by the Indenture Trustee (including the
Securities Intermediary) in Eligible Investments selected by the Servicer. All
such Eligible Investments will be held by the Indenture Trustee or its nominee
for the benefit of the Noteholders and any Series Enhancers. The Indenture
Trustee will cause each Eligible Investment to be delivered to it or its
nominee (including a securities intermediary) and will be credited to the
Excess Funding Account Securities Subaccount maintained by the Indenture
Trustee with the Securities Intermediary. Funds on deposit in the Excess
Funding Account on any Distribution Date will be invested in Eligible
Investments that will mature so that such funds will be available no later
than the close of business on the Business Day next preceding the following
Distribution Date. On each Distribution Date, all interest and other
investment earnings (net of losses and investment expenses) on funds on
deposit in the Excess Funding Account will be treated as Interest Collections
with respect to the last day of the related Collection Period except as
otherwise specified in the related Indenture Supplement. The Indenture Trustee
will bear no responsibility or liability for any losses resulting from
investment or reinvestment of any funds in accordance with this Section
8.03(b) nor for the selection of Eligible Investments in accordance with the
provisions of this Indenture, any Indenture Supplement or the Transfer and
Servicing Agreement[s].

     On each Business Date on which the sum of the Net Adjusted Pool Balance
and the funds on deposit in the Principal Funding Accounts for all Series is
lower than the Required Pool Balance on such date, the Transferor will
instruct the Servicer to deposit funds, otherwise allocable to the holders of
the Transferor Interest, into the Excess Funding Account up to the amount of
such deficiency. In addition, the holders of the Transferor Interest may
transfer additional funds into the Excess Funding Account to make up for such
deficiencies. On each Business Day on which funds are on deposit in the Excess
Funding Account, the Servicer will determine the amount, if any, by which the
sum of the Net Adjusted Pool Balance and the aggregate funds on deposit in the
Principal Funding Accounts for all Series exceeds the Required Pool Balance on
such date and will instruct the Indenture Trustee to withdraw any such amount
from the Excess Funding Account and pay such amount to the Owner Trustee for
distribution to the holders of the Transferor Interest in accordance with the
Trust Agreement.

     During the Controlled Accumulation Period, funds on deposit in the Excess
Funding Account will be made available as Shared Principal Collections to any
Series that is in its Controlled Accumulation Period. Such funds will be
deposited into the Principal Funding Account for such Series but only to the
extent of the Controlled Deposit Amount of such Series. If an Early
Amortization Period has commenced and is continuing with respect to one or
more outstanding series, any funds on deposit in the Excess Funding Account
will be treated as Shared Principal Collections and will be allocated and
distributed in accordance with Section 8.05(c) and the terms of the related
Indenture Supplements.

     Section 8.04. Collections and Allocations.

     (a) The Servicer will apply or will instruct the Indenture Trustee to
apply all funds on deposit in the Collection Account as described in this
Article VIII and in each Indenture Supplement.

     (b) Except as otherwise provided below, the Servicer will deposit
Collections received into the Collection Account as promptly as possible after
the Date of Processing of such Collections, but in no event later than the
second Business Day following the Date of Processing. Subject to the express
terms of any Indenture Supplement, but notwithstanding anything else in this
Indenture or the Transfer and Servicing Agreement[s] to the contrary, the
Servicer need not make the daily deposits of Collections into the Collection
Account as provided in the preceding sentence, but may make a single deposit
in the Collection Account in immediately available funds not later than [1:00
p.m.], New York City time, on the Distribution Date following the Collection
Period with respect to which such deposit relates, for so long as Ford Credit
remains the Servicer and any of the following conditions is satisfied:

          (i) Ford Credit maintains a short-term debt rating of at least A-1
     or its equivalent by each Rating Agency;

          (ii) Ford Credit arranges for and maintains a letter of credit or
     other form of enhancement in respect of the Servicer's obligations to
     make deposits of Collections into the Collection Account that is
     acceptable in form and substance to each Rating Agency; or

          (iii) Ford Credit otherwise satisfies the Rating Agency Condition
     before ceasing daily deposits of Collections.

Subject to the proviso in Section 8.05(c), but notwithstanding anything else
in this Indenture or the Transfer and Servicing Agreement[s] to the contrary,
with respect to any Collection Period, whether the Servicer is required to
make deposits of Collections pursuant to the first or the second preceding
sentence in this subsection (b), (1) the Servicer will only be required to
deposit Collections into the Collection Account up to the aggregate amount of
Collections required to be deposited into any Series Account or, without
duplication, distributed on or before the related Distribution Date to
Noteholders, to the Servicer (if Ford Credit is not the Servicer) or to any
Series Enhancer pursuant to the terms of any Indenture Supplement, the
Transfer and Servicing Agreement[s] or any Series Enhancement Agreement and
(2) if at any time prior to such Distribution Date the amount of Collections
deposited in the Collection Account exceeds the amount required to be
deposited pursuant to clause (1) above, the Servicer will be permitted to
withdraw the excess from the Collection Account. Subject to the immediately
preceding sentence, the Servicer may retain its Servicing Fee with respect to
a Series and is not required to deposit such fee into the Collection Account.

     (c) Collections of Interest Receivables, Principal Receivables, Defaulted
Receivables and Miscellaneous Payments will be allocated to each Series of
Notes and to the Owner Trustee for distribution to the holders of the
Transferor Interest (pursuant to the Trust Agreement) in accordance with this
Article VIII and each Indenture Supplement and amounts so allocated to any
Series will not, except as specified in the related Indenture Supplement, be
available to the Noteholders of any other Series. Allocations of the foregoing
amounts between the Noteholders' Collateral and the Transferor Interest, among
the Series and among the Classes in any Series, will be set forth in the
related Indenture Supplement or Indenture Supplements.

     Section 8.05. Interest Reallocation Groups; Excess Interest Sharing
Groups; Principal Sharing Groups.

     (a) Interest Reallocation Groups. Interest Collections and other amounts
specified in the Indenture Supplement for each Series in a particular Interest
Reallocation Group will be reallocated to cover interest and expenses related
to such Series as specified in such Indenture Supplement. The reallocation
provisions of the Indenture Supplement for each Series in the same Interest
Reallocation Group are required to be identical in all material respects.

     (b) Excess Interest Sharing Groups. On each Distribution Date, (i) the
Servicer will allocate Excess Interest Collections to each Excess Interest
Sharing Series in a particular Excess Interest Sharing Group, pro rata, in
proportion to the Interest Collections Shortfalls, if any, with respect to
each such Series and (ii) the Servicer will withdraw from the Collection
Account and pay to the Owner Trustee for distribution to the holders of the
Transferor Interest in accordance with the Trust Agreement an amount equal to
the excess, if any, of (1) the aggregate Excess Interest Collections as
defined in the related Indenture Supplements for all such Series for such
Distribution Date over (2) the aggregate Interest Collections Shortfalls as
defined in the related Indenture Supplements for all such Series for such
Distribution Date.

     (c) Principal Sharing Groups. On each Distribution Date, (i) the Servicer
will allocate Shared Principal Collections to each Principal Sharing Series in
a particular Principal Sharing Group, pro rata, in proportion to the Principal
Shortfalls, if any, with respect to each such Series and (ii) the Servicer
will withdraw from the Collection Account and pay to the Owner Trustee for
distribution to the holders of the Transferor Interest (in accordance with the
Trust Agreement) an amount equal to the excess, if any, of (1) the aggregate
Shared Principal Collections as defined in the related Indenture Supplements
for all such Series for such Distribution Date over (2) the aggregate
Principal Shortfalls as defined in the related Indenture Supplements for all
such Series for such Distribution Date; provided, however, that if the Net
Adjusted Pool Balance as of such Distribution Date is less than the Required
Pool Balance, the Servicer will not distribute to the Owner Trustee any such
amount, but will deposit such funds into the Excess Funding Account.

     Section 8.06. Shared Enhancement Series.

     A Shared Enhancement Series is a group of discrete issuances of Notes,
called sub-classes, that share Interest Collections and certain other amounts
and share in the same credit enhancement as is specified in the Indenture
Supplement for each sub-class in such Shared Enhancement Series. Such sharing
may take the form, among others, of Classes of Notes of one or more Series in
a particular Shared Enhancement Series issued from time to time which are
subordinate to other Classes issued at the same or at different times in the
same or in different Series in such Shared Enhancement Series.

     Section 8.07. [Reserved].

     Section 8.08. [Reserved].

     Section 8.09. Release of Trust Assets; Eligible Loan Documents.

     (a) Subject to the payment of its fees and expenses, the Indenture
Trustee may, and when required by the provisions of this Indenture or any
Indenture Supplement must, execute instruments to release property from the
Lien of this Indenture or any Indenture Supplement, or convey the Indenture
Trustee's interest in the same, in a manner and under circumstances which are
not inconsistent with the provisions of this Indenture or such Indenture
Supplement. No party relying upon an instrument executed by the Indenture
Trustee as provided in this Article VIII is required to ascertain the
Indenture Trustee's authority, inquire into the satisfaction of any conditions
precedent or see to the application of any monies.

     (b) In order to facilitate the servicing of the Receivables by the
Servicer and as provided in the Transfer and Servicing Agreement[s] with
respect to an exchange of Receivables, the Indenture Trustee, by written
direction of a Responsible Officer of the Indenture Trustee, will authorize
the Servicer to execute in the name and on behalf of the Indenture Trustee
instruments of satisfaction or cancellation, or of partial or full release or
discharge, and other comparable instruments with respect to the Receivables
(and the Indenture Trustee will execute any such documents on request of the
Servicer), subject to the obligations of the Servicer under the Transfer and
Servicing Agreement[s].

     (c) The Indenture Trustee will, at such time as there are no Notes
outstanding, release and transfer, without recourse, all of the Trust Assets
that secured the Notes (other than any cash held for the payment of the Notes
pursuant to Section 4.02). The Indenture Trustee will release property from
the Lien of this Indenture pursuant to this Section only upon receipt of an
Issuer Order accompanied by an Officer's Certificate, an Opinion of Counsel
and (if required by the TIA) Independent Certificates in accordance with TIA
sections 314(c) and 314(d)(1) meeting the applicable requirements of Section
12.01.

     (d) Notwithstanding anything to the contrary in this Indenture or the
other Transaction Documents, immediately prior to the release of any portion
of the Trust Assets or any funds on deposit in the Series Accounts pursuant to
this Indenture or any Indenture Supplement, the Indenture Trustee must remit
to the Transferor for its own account any funds that, upon such release, would
otherwise be remitted to the Issuer.

                                  ARTICLE IX

                   DISTRIBUTIONS AND REPORTS TO NOTEHOLDERS

     Section 9.01. Distributions and Reports to Noteholders.

     Distributions must be made to, and reports provided to, Noteholders as
set forth in the related Indenture Supplement. The identity of the Noteholders
with respect to distributions and reports will be determined as of the Record
Date immediately preceding the related Distribution Date.

                                  ARTICLE X

                            SUPPLEMENTAL INDENTURES

     Section 10.01. Supplemental Indentures without Consent of Noteholders.

     (a) Without the consent of the Holders of any Notes but with prior notice
to the Rating Agencies and upon satisfaction of the Rating Agency Condition
with respect to the Notes of all Series, the Issuer and the Indenture Trustee,
when authorized by an Issuer Order, at any time and from time to time, may
enter into one or more indentures supplemental hereto (which conform to the
provisions of the TIA 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 Section 3.11, 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
     Holders of the Notes, 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 evidence and provide for the acceptance of the appointment
     hereunder by a successor Indenture Trustee with respect to the Notes and
     to add to or change any of the provisions of this Indenture as may be
     necessary to facilitate the administration of the trusts hereunder by
     more than one trustee, pursuant to the requirements of Article VI;

          (vi) to modify, eliminate or add to the provisions of this Indenture
     to such extent as may be necessary, as evidenced by an Opinion of
     Counsel, to effect the qualification of this Indenture under the TIA or
     under any similar United States federal statute hereafter enacted and to
     add to this Indenture such other provisions as may be expressly required
     by the TIA;

          (vii) to provide for the termination of any Series Enhancement in
     accordance with the provisions of the related Indenture Supplement;

provided, however, the Issuer and the Indenture Trustee, when authorized by an
Issuer Order, at any time and from time to time, may enter into one or more
indentures supplemental hereto (which must conform to the provisions of the
TIA as in force at the date of the execution thereof), in form satisfactory to
the Indenture Trustee, without the consent of the Holders of any Notes or
prior notice to the Rating Agencies in order (A) 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 (B) to make any other provisions with respect to
matters or questions arising under this Indenture or in any supplemental
indenture, so long as, in each case, the Transferor has delivered to the
Indenture Trustee an Officer's Certificate, dated the date of any such action,
stating that the Transferor reasonably believes that such action will not have
an Adverse Effect.

     (b) Except as otherwise provided in Section 10.02, the Issuer and the
Indenture Trustee, when authorized by an Issuer Order, may, also without the
consent of any Noteholders of any Series then Outstanding but with prior
notice to the Rating Agencies and upon satisfaction of the Rating Agency
Condition with respect to the Notes of all Series, enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions of, this Indenture
or of modifying in any manner the rights of the Holders of the Notes under
this Indenture; provided, however, that (i) the Transferor has delivered to
the Indenture Trustee an Officer's Certificate, dated the date of any such
action, stating that the Transferor reasonably believes that such action will
not have an Adverse Effect and (ii) a Tax Opinion has been delivered to the
Indenture Trustee.

     Additionally, notwithstanding the preceding sentence, the Issuer and the
Indenture Trustee, when authorized by an Issuer Order, may, also without the
consent of any Noteholders of any Series then Outstanding, enter into an
indenture or indentures supplemental hereto to add, modify or eliminate such
provisions as may be necessary or advisable in order to enable all or a
portion of the Issuer (i) to qualify as, and to permit an election to be made
to cause the Issuer to be treated as, a "financial asset securitization
investment trust" as described in the provisions of Section 860L of the Code
and (ii) to avoid the imposition of state or local income or franchise taxes
imposed on the Issuer's property or its income; provided, however, that (1)
the Transferor delivers to the Indenture Trustee and the Owner Trustee an
Officer's Certificate to the effect that the proposed amendments meet the
requirements set forth in this paragraph, (2) the Rating Agency Condition has
been satisfied and (3) such amendment does not affect the rights, duties or
obligations of the Indenture Trustee or the Owner Trustee hereunder.

     (c) Subject to the conditions specified in Section 2.12, the Issuer and
the Indenture Trustee, when authorized by an Issuer Order, at any time and
from time to time, may enter into one or more indentures supplemental hereto
(which must conform to the provisions of the TIA as in force at the date of
the execution thereof), in form satisfactory to the Indenture Trustee, without
the consent of the Holders of any Notes but, with prior notice to the Rating
Agencies, to provide for the issuance of one or more Series of Notes in
accordance with Section 2.12.

     Section 10.02. Supplemental Indentures with Consent of Noteholders.

     The Issuer and the Indenture Trustee, when authorized by an Issuer Order,
also may, with prior notice to the Rating Agencies and with the consent of the
Holders of at least a majority of the Outstanding Amount of the Notes of each
adversely affected Series, by Act of such Holders delivered to the Issuer and
the Indenture Trustee, enter into an indenture or indentures supplemental
hereto for the purpose of adding any provisions to, changing in any manner or
eliminating any of the provisions of this Indenture or of modifying in any
manner the rights of such Noteholders under this Indenture; provided, however,
that no such supplemental indenture may, without the consent of the Holder of
each outstanding Note affected thereby:

          (i) change the due date of any installment of principal of or
     interest on any Note, or reduce the principal amount thereof, the
     interest rate specified thereon or the redemption price with respect
     thereto or change any place of payment where, or the coin or currency in
     which, any Note or any interest thereon is payable;

          (ii) 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 that constitutes a majority of the
     Outstanding Amount of the Notes of any Series (or any Tranche in the case
     of a Shared Enhancement Series) outstanding the consent of the Holders of
     which is required for any such supplemental indenture, or the consent of
     the Holders of which is required for any waiver of compliance with
     certain provisions of this Indenture or certain defaults hereunder and
     their consequences as provided for in this Indenture;

          (iv) reduce the percentage of the Outstanding Amount of any Notes,
     the consent of the Holders of which is required to direct the Indenture
     Trustee to sell or liquidate the Trust Assets if the proceeds of such
     sale would be insufficient to pay the principal amount and accrued but
     unpaid interest on the outstanding Notes of such Series;

          (v) decrease the percentage of the Outstanding Amount of the Notes
     required to amend the sections of this Indenture that specify the
     applicable percentage of the aggregate principal amount of the Notes of
     such Series necessary to amend the Indenture or any Transaction Documents
     which require such consent;

          (vi) modify or alter the provisions of this Indenture regarding the
     voting of Notes held by the Issuer, any other obligor on the Notes, Ford
     Credit or any Affiliate thereof; or

          (vii) 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
     Collateral for any Notes 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 the Holder of any Note
     of the security provided by the Lien of this Indenture.

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

     The substance of any proposed supplemental indenture made pursuant to
this Section must be approved by the Act of the Noteholders, but the
particular form of such supplemental indenture need not be.

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

     Section 10.03. Execution of Supplemental Indentures.

     In executing, or permitting the additional trusts created by, any
supplemental indenture permitted by this Article X or the modification thereby
of the trusts created by this Indenture, the Indenture Trustee is entitled to
receive, and subject to Sections 6.01 and 6.02, is fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Indenture Trustee
may, but is not obligated to, enter into any such supplemental indenture that
affects the Indenture Trustee's own rights, duties, liabilities or immunities
under this Indenture or otherwise.

     Section 10.04. Effect of Supplemental Indenture.

     Upon the execution of any supplemental indenture under this Article X,
this Indenture will be modified in accordance therewith, and such supplemental
indenture will form a part of this Indenture for all purposes, and every
Holder of Notes theretofore or thereafter authenticated and delivered
hereunder will be bound thereby.

     Section 10.05. Conformity with Trust Indenture Act.

     Every amendment of this Indenture and every supplemental indenture
executed pursuant to this Article X must conform to the requirements of the
TIA as then in effect so long as this Indenture is then qualified under the
TIA.

     Section 10.06. Reference in Notes to Supplemental Indentures.

     Notes authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article X may, and if required by the Indenture
Trustee must, bear a notation in form approved by the Indenture Trustee as to
any matter provided for in such supplemental indenture. If the Issuer so
determines, 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 the outstanding Notes.

                                  ARTICLE XI

                                  TERMINATION

     Section 11.01. Termination of Trust.

     The Issuer and the respective obligations and responsibilities of the
Indenture Trustee created hereby (other than the obligation of the Indenture
Trustee to make payments to Noteholders as hereinafter set forth) will
terminate, except with respect to the duties described in Section 11.02(b), on
the Trust Termination Date.

     Section 11.02. Final Distribution.

     (a) The Servicer will give the Indenture Trustee at least 30 days' prior
notice of the Distribution Date on which the Noteholders of any Series or
Class may surrender their Notes for payment of the final distribution on and
cancellation of such Notes (or, in the event of a final distribution resulting
from the application of Section 2.03(c) or 6.01 of the Transfer and Servicing
Agreement[s], notice of such Distribution Date promptly after the Servicer has
determined that a final distribution will occur, if such determination is made
less than 30 days prior to such Distribution Date). Such notice must be
accompanied by an Officer's Certificate setting forth the information
specified in Section 3.05 of the Transfer and Servicing Agreement[s] covering
the period during the then current calendar year through the date of such
notice. Not later than the fifth day of the month in which the final
distribution in respect of such Series or Class is payable to Noteholders, the
Indenture Trustee will provide notice to Noteholders of such Series or Class
specifying (i) the date upon which final payment of such Series or Class will
be made upon presentation and surrender of Notes of such Series or Class at
the office or offices therein designated, (ii) the amount of any such final
payment and (iii) that the Record Date otherwise applicable to such payment
date is not applicable, payments being made only upon presentation and
surrender of such Notes at the office or offices therein specified (which, in
the case of Bearer Notes, will be outside the United States). The Indenture
Trustee will give such notice to the Transfer Agent and Registrar and the
Paying Agent at the time such notice is given to Noteholders.

     (b) Notwithstanding a final distribution to the Noteholders of any Series
or Class (or the termination of the Issuer), except as otherwise provided in
this paragraph, all funds then on deposit in the Collection Account and any
Series Account allocated to such Noteholders will continue to be held in trust
for the benefit of such Noteholders and the Paying Agent or the Indenture
Trustee will pay such funds to such Noteholders upon surrender of their Notes,
if certificated (and any excess will be paid in accordance with the terms of
any Enhancement Agreement). In the event that all such Noteholders do not
surrender their Notes for cancellation within six months after the date
specified in the notice from the Indenture Trustee described in paragraph (a),
the Indenture Trustee will give a second notice to the remaining such
Noteholders to surrender their Notes for cancellation and receive the final
distribution with respect thereto (which surrender and payment, in the case of
Bearer Notes, will be outside the United States). If within one year after the
second notice all such Notes have not been surrendered for cancellation, the
Indenture Trustee may take appropriate steps, or may appoint an agent to take
appropriate steps, to contact the remaining such Noteholders concerning
surrender of their Notes, and the cost thereof will be paid out of the funds
in the Collection Account or any Series Account held for the benefit of such
Noteholders. The Indenture Trustee and the Paying Agent will pay to the
Transferor any monies held by them for the payment of principal or interest
that remains unclaimed for two years. After payment to the Transferor,
Noteholders entitled to the money must look to the Transferor[s] for payment
as general creditors unless an applicable abandoned property law designates
another Person.

     Section 11.03. Transferor's Termination Rights.

     Upon the termination of the Issuer pursuant to Section 11.01, the
Indenture Trustee will assign and convey to the holders of the Transferor
Interest or any of their designees, without recourse, representation or
warranty, all right, title and interest of the Issuer in, to and under the
Trust Assets, whether then existing or thereafter created, all monies due or
to become due and all amounts received with respect thereto (including all
monies then held in the Collection Account, the Excess Funding Account or any
Series Account) and all proceeds thereof, except for amounts held by the
Indenture Trustee pursuant to Section 11.02(b). The Indenture Trustee will
execute and deliver such instruments of transfer and assignment, in each case
without recourse, as may be reasonably requested by the Transferor to vest in
the Holders of the Transferor Interest or any of their designees all right,
title and interest that the Issuer had in the Trust Assets.

     Section 11.04. Defeasance.

     Notwithstanding anything to the contrary in this Indenture or any
Indenture Supplement:

     (a) The Transferor may at its option be discharged from its obligations
hereunder with respect to any Series or all outstanding Series (each, a
"Defeased Series") on the date the applicable conditions set forth in Section
11.04(c) are satisfied (a "Defeasance"); provided, however, that the following
rights, obligations, powers, duties and immunities will survive with respect
to each Defeased Series until otherwise terminated or discharged hereunder:
(i) the rights of the Holders of Notes of the Defeased Series to receive,
solely from the trust funds provided for in Section 11.04(c), payments in
respect of interest on and principal of such Notes when such payments are due;
(ii) the [Transferor's] [Transferors'] obligations with respect to such Notes
under Sections 2.05 and 2.06; (iii) the rights, powers, trusts, duties, and
immunities of the Indenture Trustee, the Paying Agent and the Registrar
hereunder; and (iv) this Section.

     (b) Subject to Section 11.04(c), the Transferor[s] at [its] [their]
option may cause Collections allocated to each Defeased Series and available
to purchase additional Receivables to be applied to purchase Eligible
Investments rather than additional Receivables.

     (c) The following conditions must be satisfied prior to any Defeasance
under Section 11.04(a):

          (i) the Transferor[s] irrevocably [has] [have] deposited or caused
     to be deposited with the Indenture Trustee (such deposit to be made from
     other than the [Transferor's] [Transferors'] or any Affiliate of the
     [Transferor's] [Transferors'] funds), under the terms of an irrevocable
     trust agreement in form and substance satisfactory to the Indenture
     Trustee, as trust funds in trust in an amount sufficient to pay and
     discharge (without relying on income or gain from reinvestment of such
     amount) all remaining scheduled interest and principal payments on all
     outstanding Notes of each Defeased Series on the dates scheduled for such
     payments in this Indenture and the related Indenture Supplements and all
     amounts owing to the Series Enhancers with respect to each Defeased
     Series. The Transferor[s] will make these amounts available in cash or
     Eligible Investments or a combination thereof. The Indenture Trustee will
     apply all such amounts to pay and discharge the amounts specified above;

          (ii) a statement from a firm of nationally recognized independent
     public accountants (who may also render other services to the
     Transferor[s]) to the effect that such deposit is sufficient to pay the
     amounts specified in clause (i) above;

          (iii) prior to its first exercise of its right pursuant to this
     Section with respect to a Defeased Series to substitute money or Eligible
     Investments for Receivables, the Transferor has delivered to the
     Indenture Trustee an Opinion of Counsel to the effect contemplated by
     clause (b) of the definition in Section 1.01, of the term "Tax Opinion"
     (the preparation and delivery of which will not be at the expense of the
     Indenture Trustee) with respect to such deposit and termination of
     obligations, and an Opinion of Counsel to the effect that such deposit
     and termination of obligations will not result in the Issuer being
     required to register as an "investment company" within the meaning of the
     Investment Company Act;

          (iv) the Transferor has delivered to the Indenture Trustee an
     Officer's Certificate of the Transferor[s] stating that the Transferor[s]
     reasonably believe[s] that such deposit and termination of obligations
     will not, based on the facts known to such officer at the time of such
     certification, then cause an Amortization Event with respect to any
     Series or any event that, with the giving of notice or the lapse of time,
     would result in the occurrence of a Amortization Event with respect to
     any Series; and

          (v) the Rating Agency Condition has been satisfied.

                                 ARTICLE XII

                                 MISCELLANEOUS

     Section 12.01. Compliance Certificates, 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
will furnish to the Indenture Trustee (i) an Officer's Certificate stating
that all conditions precedent, if any, provided for in this Indenture relating
to the proposed action have been complied with, (ii) an Opinion of Counsel
stating that in the opinion of such counsel all such conditions precedent, if
any, have been complied with and (iii) (if required by the TIA) an Independent
Certificate from a firm of certified public accountants meeting the applicable
requirements of this Section, 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 must include:

          (i) 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;

          (ii) 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;

          (iii) 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

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

     (b) 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 will, in addition to any obligation imposed in Section 12.01(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 90 days of such deposit) to the
Issuer of the Collateral or other property or securities to be so deposited.

     (c) 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 subsection (b) above, the Issuer will
also deliver to the Indenture Trustee (if required by the TIA) 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 subsection (b) above and this subsection (c), is 10% or more of the
Outstanding Amount of the Notes, 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 of the Outstanding Amount of the Notes.

     (d) Whenever any property or securities are to be released from the Lien
of this Indenture, the Issuer will 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 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.

     (e) 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 subsection (d) above, the Issuer will
also furnish to the Indenture Trustee (if required by the TIA) an Independent
Certificate as to the same matters if the fair value of the property or
securities and of all other property 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 subsection (d) above and this
subsection (e), equals 10% or more of the Outstanding Amount of the Notes, 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 of the then
Outstanding Amount of the Notes.

     (f) Notwithstanding Section 2.11 or any other provision of this Section,
the Issuer may (A) collect, liquidate, sell or otherwise dispose of
Receivables as and to the extent permitted or required by the Transaction
Documents and (B) make cash payments out of the Series Accounts as and to the
extent permitted or required by the Transaction Documents.

     Section 12.02. Form of Documents Delivered to Indenture Trustee.

     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.

     Any certificate or opinion of a Responsible 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 a
Responsible 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 Issuer or the
Administrator, stating that the information with respect to such factual
matters is in the possession of the Servicer, the Seller, the Issuer or the
Administrator, unless such Responsible Officer or Counsel knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous.

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

     Whenever in this Indenture, in connection with any application or
certificate or report to the Indenture Trustee, it is provided that the Issuer
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 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 may 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 12.03. 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 agent
duly appointed in writing and satisfying any requisite percentages as to
minimum number or dollar value of outstanding principal amount represented by
such Noteholders; and, except as herein otherwise expressly provided, such
action will 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 therein 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 will be sufficient
for any purpose of this Indenture and conclusive in favor of the Indenture
Trustee and the Issuer, if made in the manner provided in this Section.

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

     (c) The ownership of Notes will be established by the Note Register.

     (d) Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Holder of any Notes will bind the Holder (and
any transferee thereof) of every Note issued upon the registration thereof 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 12.04. Notices, etc. to Indenture Trustee and Issuer.

     Any request, demand, authorization, direction, notice, consent, waiver or
Act of Noteholders or other documents provided or permitted by the Agreement
to be made upon, given or furnished to, or filed with:

          (i) the Indenture Trustee by any Noteholder or by the Issuer will be
     sufficient for every purpose hereunder if made, given, furnished or filed
     in writing to a Trustee Officer, by facsimile transmission, electronic
     transmission, or by other means acceptable to the Indenture Trustee to or
     with the Indenture Trustee at its Corporate Trust Office; or

          (ii) the Issuer by the Indenture Trustee or by any Noteholder will
     be sufficient for every purpose hereunder if in writing and (A) mailed,
     first-class postage prepaid, to the Issuer addressed to it at Ford Credit
     Floorplan Master Owner Trust [__], [_______________________], Wilmington,
     Delaware [________] or at any other address previously furnished in
     writing to the Indenture Trustee by the Issuer or (B) delivered by
     facsimile or other electronic transmission to the address previously
     furnished in writing to the Indenture Trustee. A copy of each notice to
     the Issuer must be sent in writing and mailed, first-class postage
     prepaid, to [_______________] at Ford Credit Floorplan Master Owner Trust
     [__], [_______________________], Wilmington, Delaware [________].

     Section 12.05. Notices to Noteholders; Waiver.

     (a) Where this Indenture and any Indenture Supplement provides for notice
to Noteholders of any event, such notice will be sufficiently given (unless
otherwise herein expressly provided) if in writing and (i) mailed by
registered or certified mail or first class postage prepaid or national
overnight courier service or (ii) delivered electronically in a manner
acceptable to the Servicer, the Owner Trustee on behalf of the Issuer and the
Indenture Trustee, to each Noteholder affected by such event, at such
Noteholder's 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 will affect the sufficiency of such
notice with respect to other Noteholders, and any notice that is mailed in the
manner herein provided will 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 will be the equivalent of such
notice. Waivers of notice by Noteholders are to be filed with the Indenture
Trustee but such filing is not a condition precedent to the validity of any
action taken in reliance upon such waiver.

     (c) If, by reason of the suspension of regular mail service as a result
of a strike, work stoppage or similar activity, it is 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 satisfactory to the Indenture Trustee will be deemed to be a sufficient
giving of such notice.

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

     Section 12.06. Alternate Payment and Notice Provisions.

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

     Section 12.07. Conflict with Trust Indenture Act.

     If any provision hereof limits, qualifies or conflicts with another
provision hereof that is required to be included in this Indenture by any of
the provisions of the TIA, such required provision will control. The
provisions of TIA ss.ss.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 12.08. Effect of Headings and Table of Contents.

     The Article and Section headings herein and the Table of Contents are for
convenience only and are not intended to affect the construction hereof.

     Section 12.09. Successors and Assigns.

     All covenants and agreements in this Indenture by the Issuer will bind
its successors and assigns, whether so expressed or not.

     Section 12.10. Separability.

     If any provision in this Indenture or in the Notes is invalid, illegal or
unenforceable, the validity, legality, and enforceability of the remaining
provisions will not in any way be affected or impaired thereby.

     Section 12.11. Benefits of Indenture.

     Nothing in this Indenture or in the Notes, express or implied, will give
to any Person, other than the parties hereto and their successors hereunder,
and the Noteholders, any benefit.

     Section 12.12. Governing Law.

     THE INDENTURE AND EACH NOTE ARE TO BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICTS
OF LAWS PRINCIPLES.

     Section 12.13. Counterparts.

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

     Section 12.14. Trust Obligation.

     No recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under this Indenture or any certificate or other writing delivered in
connection herewith or therewith, against (i) the Indenture Trustee or the
Owner Trustee in its individual capacity, (ii) any owner of a beneficial
interest in the Issuer or (iii) any partner, owner, beneficiary, agent,
officer, director, employee or agent of the Indenture Trustee or the Owner
Trustee in its individual capacity, any holder of a beneficial interest in the
Issuer, the Owner Trustee or the Indenture Trustee or of any successor or
assign of the Indenture Trustee or the Owner Trustee in its individual
capacity, except as any such Person may have expressly agreed (it being
understood that the Indenture Trustee and the Owner Trustee have no such
obligations in their individual capacity) and except that any such partner,
owner or beneficiary will 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 will be subject to, and
entitled to the benefits of, the terms and provisions of Articles V, VI and
VII of the Trust Agreement.

     Section 12.15. No Petition.

     The Indenture Trustee, by entering into this Indenture, and each
Noteholder, by accepting a Note, hereby covenant and agree that they will not
at any time institute against the Issuer or the Transferor, or join in any
institution against the Issuer, 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 Transaction
Documents.


<PAGE>

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


                                 FORD CREDIT FLOORPLAN MASTER OWNER TRUST [__],
                                 as Issuer

                                 By [Owner Trustee], not in its individual
                                 capacity, but solely as Owner Trustee


                                 By________________________________________
                                 Name:
                                 Title:





                                 [INDENTURE TRUSTEE],
                                 not in its individual capacity, but solely as
                                 Indenture Trustee


                                 By________________________________________
                                 Name:
                                 Title: