ex4_1.htm


    
      

    

    Exhibit
      4.1

     

    INDENTURE

     

    between

     

    FORD
      CREDIT AUTO OWNER TRUST 2008-A,

    as
      Issuer

    


    and

     

    THE
      BANK
      OF NEW YORK,

    as
      Indenture Trustee

     

    Dated
      as
      of January 1, 2008

     

     

    
      

    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      TABLE
        OF
        CONTENTS

    

    


    
      
        	
                ARTICLE
                  I USAGE, DEFINITIONS AND INCORPORATION BY REFERENCE

              	 
	 	 	 	 
	
                Section 1.1

              	 	
                Usage,
                  Definitions and Incorporation by Reference.

              	
                1

              
	
                Section 1.2

              	 	
                Incorporation
                  by Reference of Trust Indenture Act.

              	
                1

              
	 	 
	
                ARTICLE
                  II THE NOTES

              	
                 

              
	 	 	
                 

              	 
	
                Section 2.1

              	 	
                Form.

              	
                2

              
	
                Section 2.2

              	 	
                Execution,
                  Authentication and Delivery.

              	
                2

              
	
                Section 2.3

              	 	
                Tax
                  Treatment.

              	
                3

              
	
                Section 2.4

              	 	
                Registration;
                  Registration of Transfer and Exchange.

              	
                3

              
	
                Section 2.5

              	 	
                Mutilated,
                  Destroyed, Lost or Stolen Notes.

              	
                7

              
	
                Section 2.6

              	 	
                Persons
                  Deemed Owners.

              	
                8

              
	
                Section 2.7

              	 	
                Payment
                  of Principal and Interest.

              	
                8

              
	
                Section 2.8

              	 	
                Cancellation.

              	
                9

              
	
                Section 2.9

              	 	
                Release
                  of Collateral.

              	
                9

              
	
                Section 2.10

              	 	
                Book-Entry
                  Notes.

              	
                9

              
	
                Section 2.11

              	 	
                Definitive
                  Notes.

              	
                10

              
	
                Section 2.12

              	 	
                Authenticating
                  Agents.

              	
                10

              
	
                Section 2.13

              	 	
                Note
                  Paying Agents.

              	
                11

              
	 	 
	
                ARTICLE
                  III COVENANTS AND REPRESENTATIONS

              	
                 

              
	 	 	 	 
	
                Section 3.1

              	 	
                Payment
                  of Principal and Interest.

              	
                11

              
	
                Section 3.2

              	 	
                Maintenance
                  of Office or Agency.

              	
                11

              
	
                Section 3.3

              	 	
                Money
                  for Payments To Be Held in Trust.

              	
                11

              
	
                Section 3.4

              	 	
                Existence.

              	
                13

              
	
                Section 3.5

              	 	
                Protection
                  of Collateral.

              	
                13

              
	
                Section 3.6

              	 	
                Performance
                  of Obligations; Servicing of Receivables.

              	
                13

              
	
                Section 3.7

              	 	
                Negative
                  Covenants.

              	
                14

              
	
                Section 3.8

              	 	
                Opinions
                  as to Collateral.

              	
                15

              
	
                Section 3.9

              	 	
                Annual
                  Statement as to Compliance

              	
                15

              
	
                Section 3.10

              	 	
                Consolidation
                  and Merger; Sale of Assets

              	
                15

              
	
                Section 3.11

              	 	
                Successor
                  or Transferee.

              	
                16

              
	
                Section 3.12

              	 	
                No
                  Other Activities.

              	
                16

              
	
                Section 3.13

              	 	
                Further
                  Instruments and Acts.

              	
                16

              
	
                Section 3.14

              	 	
                Restricted
                  Payments.

              	
                16

              
	
                Section 3.15

              	 	
                Notice
                  of Events of Default.

              	
                17

              
	
                Section 3.16

              	 	
                Representations
                  and Warranties of the Issuer as to Security Interest

              	
                17

              
	
                Section 3.17

              	 	
                Audits
                  of the Issuer.

              	
                18

              
	
                Section 3.18

              	 	
                Representations
                  and Warranties of the Issuer

              	
                18

              
	
                Section 3.19

              	 	
                Calculation
                  Agent.

              	
                18

              


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

    

    
      
        	
                ARTICLE
                  IV SATISFACTION AND DISCHARGE

              	 
	 	 	 	 
	
                Section 4.1

              	 	
                Satisfaction
                  and Discharge of Indenture.

              	
                19

              
	 	
                 

              
	
                ARTICLE
                  V REMEDIES

              	
                 

              
	 	 	 	
                 

              
	
                Section 5.1

              	 	
                Events
                  of Default.

              	
                19

              
	
                Section 5.2

              	 	
                Acceleration
                  of Maturity; Rescission and Annulment.

              	
                20

              
	
                Section 5.3

              	 	
                Collection
                  of Indebtedness by the Indenture Trustee.

              	
                21

              
	
                Section 5.4

              	 	
                Trustee
                  May File Proofs of Claim.

              	
                21

              
	
                Section 5.5

              	 	
                Trustee
                  May Enforce Claims Without Possession of Notes.

              	
                22

              
	
                Section 5.6

              	 	
                Remedies;
                  Priorities.

              	
                22

              
	
                Section 5.7

              	 	
                Optional
                  Preservation of the Collateral

              	
                23

              
	
                Section 5.8

              	 	
                Limitation
                  of Suits.

              	
                23

              
	
                Section 5.9

              	 	
                Unconditional
                  Rights of Noteholders To Receive Principal and Interest.

              	
                24

              
	
                Section 5.10

              	 	
                Restoration
                  of Rights and Remedies.

              	
                24

              
	
                Section 5.11

              	 	
                Rights
                  and Remedies Cumulative.

              	
                24

              
	
                Section 5.12

              	 	
                Delay
                  or Omission Not a Waiver.

              	
                25

              
	
                Section 5.13

              	 	
                Control
                  by Controlling Class of Noteholders.

              	
                25

              
	
                Section 5.14

              	 	
                Waiver
                  of Defaults and Events of Default.

              	
                25

              
	
                Section 5.15

              	 	
                Undertaking
                  for Costs.

              	
                25

              
	
                Section 5.16

              	 	
                Waiver
                  of Stay or Extension Laws.

              	
                26

              
	
                Section 5.17

              	 	
                Performance
                  and Enforcement of Certain Obligations.

              	
                26

              
	 	
                 

              
	
                ARTICLE
                  VI THE INDENTURE TRUSTEE

              	
                 

              
	 	 	 	
                 

              
	
                Section 6.1

              	 	
                Duties
                  of Indenture Trustee.

              	
                27

              
	
                Section 6.2

              	 	
                Rights
                  of Indenture Trustee.

              	
                27

              
	
                Section 6.3

              	 	
                Individual
                  Rights of Indenture Trustee.

              	
                28

              
	
                Section 6.4

              	 	
                Indenture
                  Trustee's Disclaimer.

              	
                28

              
	
                Section 6.5

              	 	
                Notice
                  of Defaults.

              	
                28

              
	
                Section 6.6

              	 	
                Reports
                  by Indenture Trustee.

              	
                29

              
	
                Section 6.7

              	 	
                Compensation
                  and Indemnity.

              	
                30

              
	
                Section 6.8

              	 	
                Replacement
                  of Indenture Trustee.

              	
                31

              
	
                Section 6.9

              	 	
                Successor
                  Indenture Trustee by Merger.

              	
                31

              
	
                Section 6.10

              	 	
                Appointment
                  of Separate Indenture Trustee or Co-Indenture Trustee.

              	
                32

              
	
                Section 6.11

              	 	
                Eligibility;
                  Disqualification.

              	
                33

              
	
                Section 6.12

              	 	
                Preferential
                  Collection of Claims Against Issuer.

              	
                34

              
	
                Section 6.13

              	 	
                Audits
                  of the Indenture Trustee.

              	
                34

              
	
                Section 6.14

              	 	
                Representations
                  and Warranties of the Indenture Trustee

              	
                34

              
	
                Section 6.15

              	 	
                Duty
                  to Update Disclosure

              	
                35

              
	 	
                 

              
	
                ARTICLE
                  VII NOTEHOLDERS' LISTS AND REPORTS

              	
                 

              
	 	 	
                 

              	
                 

              
	
                Section 7.1

              	 	
                Names
                  and Addresses of Noteholders.

              	
                35

              
	
                Section 7.2

              	 	
                Preservation
                  of Information; Communications to Noteholders.

              	
                36

              
	
                Section 7.3

              	 	
                Reports
                  by Issuer.

              	
                36

              


      

    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

     

    
      
        	
                Section 7.4

              	 	
                Reports
                  by Indenture Trustee.

              	
                36

              
	 	
                 

              
	
                ARTICLE
                  VIII ACCOUNTS, DISBURSEMENTS AND RELEASES

              	
                 

              
	 	 	
                 

              	
                 

              
	
                Section 8.1

              	 	
                Collection
                  of Money

              	
                37

              
	
                Section 8.2

              	 	
                Trust
                  Accounts; Distributions and Disbursements.

              	
                37

              
	
                Section 8.3

              	 	
                General
                  Provisions Regarding Bank Accounts.

              	
                41

              
	
                Section 8.4

              	 	
                Release
                  of Collateral.

              	
                41

              
	 	
                 

              
	
                ARTICLE
                  IX SUPPLEMENTAL INDENTURES

              	
                 

              
	 	 	 	
                 

              
	
                Section 9.1

              	 	
                Supplemental
                  Indentures Without Consent of Noteholders.

              	
                43

              
	
                Section 9.2

              	 	
                Supplemental
                  Indentures with Consent of Noteholders.

              	
                44

              
	
                Section 9.3

              	 	
                Execution
                  of Supplemental Indentures.

              	
                45

              
	
                Section 9.4

              	 	
                Effect
                  of Supplemental Indenture.

              	
                45

              
	
                Section 9.5

              	 	
                Conformity
                  with Trust Indenture Act.

              	
                45

              
	
                Section 9.6

              	 	
                Reference
                  in Notes to Supplemental Indentures.

              	
                45

              
	 	
                 

              
	
                ARTICLE
                  X REDEMPTION OF NOTES

              	
                 

              
	 	 	 	
                 

              
	
                Section 10.1

              	 	
                Redemption.

              	
                46

              
	 	
                 

              
	
                ARTICLE
                  XI MISCELLANEOUS

              	
                 

              
	 	 	 	
                 

              
	
                Section 11.1

              	 	
                Compliance
                  Certificates and Opinions, etc.

              	
                47

              
	
                Section 11.2

              	 	
                Form
                  of Documents Delivered to Indenture Trustee.

              	
                48

              
	
                Section 11.3

              	 	
                Acts
                  of Noteholders.

              	
                48

              
	
                Section 11.4

              	 	
                Notices,
                  etc., to Indenture Trustee, Issuer, Swap Counterparties and Rating
                  Agencies.

              	
                49

              
	
                Section 11.5

              	 	
                Notices
                  to Noteholders; Waiver.

              	
                49

              
	
                Section 11.6

              	 	
                Conflict
                  with Trust Indenture Act.

              	
                50

              
	
                Section 11.7

              	 	
                Benefits
                  of Indenture.

              	
                50

              
	
                Section 11.8

              	 	
                GOVERNING
                  LAW.

              	
                50

              
	
                Section 11.9

              	 	
                Submission
                  to Jurisdiction.

              	
                50

              
	
                Section 11.10

              	 	
                WAIVER
                  OF JURY TRIAL.

              	
                50

              
	
                Section 11.11

              	 	
                Severability.

              	
                50

              
	
                Section 11.12

              	 	
                Counterparts.

              	
                51

              
	
                Section 11.13

              	 	
                Headings.

              	
                51

              
	
                Section 11.14

              	 	
                Recording
                  of Indenture.

              	
                51

              
	
                Section 11.15

              	 	
                Trust
                  Obligation.

              	
                51

              
	
                Section 11.16

              	 	
                Subordination
                  of Claims against the Depositor.

              	
                51

              
	
                Section 11.17

              	 	
                No
                  Petition.

              	
                52

              


      

    

    
      	
               

            	 	 	
               

            
	
              EXHIBIT A-1

            	 	
              FORM
                OF CLASS A-1 NOTE

            	
              A-1-1

            
	
              EXHIBIT A-2

            	 	
              FORM
                OF CLASS A-2 NOTE

            	
              A-2-1

            
	
              EXHIBIT A-3a

            	 	
              FORM
                OF CLASS A-3a NOTE

            	
              A-3a-1

            
	
              EXHIBIT A-3b

            	 	
              FORM
                OF CLASS A-3b NOTE

            	
              A-3b-1

            
	
              EXHIBIT A-4

            	 	
              FORM
                OF CLASS A-4 NOTE

            	
              A-4-1

            


    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

    
      	
               

            	 	 	 
	
              EXHIBIT B

            	 	
              FORM
                OF CLASS B NOTE

            	
              B-1

            
	
              EXHIBIT C

            	 	
              FORM
                OF CLASS C NOTE

            	
              C-1

            
	
              EXHIBIT D

            	 	
              FORM
                OF CLASS D NOTE

            	
              D-1

            
	
              EXHIBIT E

            	 	
              FORM
                OF INVESTMENT LETTER: CLASS D NOTES

            	
              E-1

            
	
              SCHEDULE A

            	 	
              Schedule
                of Receivables

            	
              SA-1

            


    

    


    
      
        
          
          

        

        
          iv

          
            

          

        

        
          
          

        

      

    

    


    CROSS
      REFERENCE
      TABLE1

     

    
      	
              TIA

            	
              Indenture

            
	
              Section

            	
              Section

            
	 	 
	
              310
                (a)(1)

            	
                 6.11

            
	
              (a)(2)

            	
                 6.11

            
	
              (a)(3)

            	
                 6.10

            
	
              (a)(4)

            	
                  N.A.2

            
	
              (a)(5)

            	
                 6.11

            
	
              (b)

            	
                6.8;
                6.11

            
	
              (c)

            	
                 N.A.

            
	
              311
                (a)

            	
                 6.12

            
	
              (b)

            	
                 6.12

            
	
              (c)

            	
                 N.A.

            
	
              312
                (a)

            	
                7.1;
                7.2

            
	
              (b)

            	
                 7.2

            
	
              (c)

            	
                7.2

            
	
              313
                (a)

            	
              7.4

            
	
              (b)

            	
                 7.4

            
	
              (c)

            	
                 7.4

            
	
              (d)

            	
                 7.4

            
	
              314
                (a)

            	
                3.9,
                7.3

            
	
              (b)

            	
                3.8,
                11.13

            
	
              (c)(1)

            	
                11.1

            
	
              (c)(2)

            	
                11.1

            
	
              (c)(3)

            	
                11.1

            
	
              (d)

            	
                11.1

            
	
              (e)

            	
                11.1

            
	
              315
                (a)

            	
                 6.1

            
	
              (b)

            	
                 6.5

            
	
              (c)

            	
                 6.1

            
	
              (d)

            	
                 6.1

            
	
              (e)

            	
                 5.15

            
	
              316
                (a)(1)(A)

            	
                 5.13

            
	
              (a)(1)(B)

            	
                 5.14

            
	
              (a)(2)

            	
                 N.A.

            
	
              (b)

            	
                 5.9

            
	
              (c)

            	
                 N.A

            
	
              317
                (a)(1)

            	
                 5.4

            
	
              (a)(2)

            	
                 5.4

            
	
              (b)

            	
                 3.3

            
	
              318
                (a)

            	
                11.6

            


    

    _______________________

    
      	
              1

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

            


    

    
      	
              2

            	
              N.A.
                means Not Applicable. 

            


    

    


    
      
        
          
          

        

        
          v

          
            

          

        

        
          
          

        

      

    

    


    INDENTURE,
      dated as of January 1, 2008 (this "Indenture"), between
      FORD CREDIT AUTO OWNER TRUST 2008-A, a Delaware statutory trust, as Issuer,
      and
      THE BANK OF NEW YORK, a New York banking corporation, as Indenture Trustee
      for
      the benefit of the Secured Parties.

     

    Each
      party agrees as follows for the benefit of the other party and for the equal
      and
      ratable benefit of the Secured Parties.

     

    GRANTING
      CLAUSE

     

    The
      Issuer Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee
      for the benefit of the Secured Parties, all of the Issuer's right, title and
      interest in, to and under, whether now owned or hereafter acquired, the
      Collateral.

     

    The
      foregoing Grant is made in trust to secure (a) the payment of principal of,
      interest on and any other amounts owing in respect of the Notes as provided
      in
      this Indenture and (b) compliance by the Issuer with the provisions of this
      Indenture and the Interest Rate Swaps for the benefit of the Secured
      Parties.

     

    The
      Indenture Trustee acknowledges such Grant, accepts the trusts under this
      Indenture in accordance with this Indenture and agrees to perform the duties
      required in this Indenture to the best of its ability to protect the interests
      of the Secured Parties.

     

    ARTICLE
      I

    USAGE,
      DEFINITIONS AND INCORPORATION BY REFERENCE

     

    Section
      1.1  Usage,
      Definitions and Incorporation by Reference.  Capitalized
      terms used but not otherwise defined in this Indenture are defined in Appendix
      A
      to the Sale and Servicing Agreement.  Appendix A also contains rules
      as to usage applicable to this Indenture.  Appendix A is incorporated
      by reference into this Indenture.

     

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

     

    "indenture
      securities"
      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.

     

    "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 in the TIA, defined by TIA
      reference to another statute or defined by Securities and Exchange Commission
      rule have the meaning assigned to them by such definitions.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      II

    THE
      NOTES

     

    Section
      2.1  Form.

     

    (a)    Each
      Class of Notes, together with the
      Indenture Trustee's
      certificates of authentication, will
      be in substantially the form set forth in the related Exhibit with such variations
      as are required or
      permitted by this Indenture.  The Notes may have such marks of
      identification and such legends or endorsements placed on them as may be
      determined, consistent with this Indenture, by the officers executing such
      Notes,
      as evidenced by their execution of
      such Notes.  The physical Notes will be produced by any method as
      determined by the officers executing such Notes, as evidenced by their execution
      of such Notes.

     

    (b)    Each
      Note will be dated the date of its
      authentication.  The terms of the Notes
      set forth in Exhibit A-1, Exhibit A-2, Exhibit A-3a, Exhibit A-3b, Exhibit
      A-4,
      Exhibit B, Exhibit C and Exhibit D are part of this Indenture and are
      incorporated into this Indenture by reference.

     

    Section
      2.2  Execution,
      Authentication
      and
      Delivery.

     

    (a)    A
      Responsible Person of the Issuer will
      execute the Notes on behalf of the Issuer.  The signature of such
      Responsible Person on the Notes may be manual or facsimile.  Notes
      bearing the manual or facsimile signature of an individual who was a Responsible
      Person of
      the Issuer will bind the Issuer, notwithstanding that such individual has ceased
      to hold such office before the authentication and delivery of such Notes or
      did
      not hold such office at the date of issuance of such Notes.

     

    (b)    The
      Indenture Trustee will, upon Issuer
      Order, authenticate and deliver the Notes for original issue in the Classes,
      Note Interest Rates and initial Note Balances as set forth
      below.

     

    
      	
              Class

            	 	
              Note
                Interest
                Rate

            	 	 	
              
              

              Initial
                Note
                Balance

            	 
	
              Class
                A-1 Notes

            	 	 	4.0176	%	 	$	544,000,000	 
	
              Class
                A-2 Notes

            	 	
              one-month
                LIBOR + 0.60%

            	 	 	$	710,400,000	 
	
              Class
                A-3a Notes

            	 	 	3.96	%	 	$	467,200,000	 
	
              Class
                A-3b Notes

            	 	
              one-month
                LIBOR + 0.80%

            	 	 	$	225,000,000	 
	
              Class
                A-4 Notes

            	 	 	4.37	%	 	$	133,500,000	 
	
              Class
                B Notes

            	 	 	5.33	%	 	$	65,700,000	 
	
              Class
                C Notes

            	 	 	6.57	%	 	$	43,800,000	 
	
              Class
                D Notes

            	 	 	8.00	%	 	$	43,800,000	 


    

    


    (c)    The
      Notes (other than the
Class
      B Notes, the Class C Notes and
      the Class D Notes) will be issuable
      as Book-Entry Notes.  The Class
      B Notes, the Class C Notes and the
      Class D Notes will
      be issuable as Definitive
      Notes.  The Notes (other than the Class A-1 Notes, the
      Class B Notes, the Class C Notes and
      the Class D Notes) will be issuable in
      minimum denominations of $100,000 and
      in multiples of $1,000 in excess thereof.  The Class A-1
      Notes, the
      Class B Notes, the Class C Notes and
      the Class D Notes will be issuable in minimum
      denominations of $250,000 and in multiples of $1,000 in excess
      thereof.

     

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

    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

    


    Section
      2.3  Tax
      Treatment.
The
      Issuer intends that Notes that are owned or beneficially owned by a Person
      other
      than Ford Credit or its Affiliates will be indebtedness of the Issuer, secured
      by the Collateral, for U.S. federal, State and local income, single business
      and
      franchise tax purposes.  The Issuer, by entering into this Indenture,
      and each Noteholder, by its acceptance of a Note (and each Note Owner by its
      acceptance of an interest in the applicable Book-Entry Note), agree to treat
      the
      Notes for U.S. federal, State and local income, single business and franchise
      tax purposes as indebtedness of the Issuer.

     

    Section
      2.4  Registration;
      Registration
      of
      Transfer and Exchange.

     

    (a)    The
      Issuer appoints the Indenture
      Trustee to be the "Note
      Registrar" and
      to keep a register (the "Note
      Register")
      for the purpose of registering Notes
      and transfers of Notes as provided in this Indenture.  Upon any
      resignation of the Note
      Registrar, the Issuer will promptly appoint a successor or, if it elects not
      to
      make such an appointment, assume the duties of Note Registrar.  If the
      Issuer appoints a Person other than the Indenture Trustee as Note Registrar,
      (i)
      the
      Issuer will notify the Indenture
      Trustee of such appointment, (ii) the Indenture Trustee will have the right
      to
      inspect the Note Register at all reasonable times and to obtain copies of the
      Note Register and (iii) the Indenture Trustee will have the right
      to rely upon a certificate executed by
      an officer of the Note Registrar as to the names and addresses of the
      Noteholders and the principal amounts and number of the
      Notes.

     

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

     

    (c)    A
      Noteholder may exchange Notes for
      other Notes of the same Class, in any authorized denominations, in the same aggregate
      principal amount,
      by surrendering the Notes to be exchanged at the office or agency of the Issuer
      maintained under Section 3.2.  If the requirements of Section 8-401(a)
      of the UCC are met, the Issuer will execute, the Indenture Trustee will
      authenticate and the Noteholder
      will obtain from the Indenture Trustee the Notes that the Noteholder making
      such
      exchange is entitled to receive.

     

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

     

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

     

    (f)    None
      of the Issuer, the Note Registrar
      or the Indenture Trustee will impose a service charge on a Noteholder for any
      registration of transfer or exchange of Notes.  The Issuer, the Note
      Registrar or the Indenture Trustee may require such Noteholder to pay an
      amount sufficient
      to cover any tax or other governmental charge that may be imposed in connection
      with such registration of transfer or exchange of the Notes.

     

    
      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

    


    (g)    Neither
      the Issuer nor the Note
      Registrar will be required to register transfers or exchanges
      of Notes
      selected for redemption or Notes whose next Payment Date or Final Scheduled Payment
      Date
is not more than 15 days
      after the requested date of such transfer or exchange.

     

    (h)    Neither
      the Class A-1 Notes, the
      Class B Notes, the
      Class C Notes nor the Class D Notes
      have been
      registered under the Securities Act or any state securities law.  None
      of the Issuer, the Note Registrar or the Indenture Trustee is obligated to
      register the Class A-1 Notes, the
      Class B Notes, the Class
      C Notes or the Class D Notes
      under the
      Securities Act or any other securities or "blue
      sky" laws
      or to take any other action not
      otherwise required under this Indenture or the Trust Agreement to permit the
      transfer of any Class A-1 Note, Class
      B Note, Class
      C Note or Class D Note without
      registration.

     

    (i)    No
      Class A-1 Note, Class
      B Note, Class C Note or
      Class D Note may be sold,
      transferred, assigned, participated, pledged, or otherwise disposed of (any
      such
      act, a "Class
      A-1
      Note Transfer," "Class
      B
      Note
      Transfer," a
      "Class
      C Note
      Transfer,"or
      a "Class
      D Note
      Transfer,"respectively)
      to any Person except in
      accordance with the provisions of this Section 2.4, and any attempted Class
      A-1
      Note Transfer, Class
      B Note Transfer, Class C Note Transfer
or
      Class D Note Transfer in
      violation of this
      Section 2.4 will be null and void (each a "Void
      Class
      A-1 Note Transfer,"
a
"Void
      Class B
      Note Transfer,"
"Void
      Class C
      Note Transfer,"
or
      a "Void
      Class D
      Note Transfer,"
respectively).

     

    (j)    Each
      Class A-1 Note will bear a legend to the
      effect of the
      legend contained in Exhibit A-1 unless determined otherwise by the Administrator
      (as certified to the Indenture Trustee in an Officer's
      Certificate) consistent with
      applicable law.

     

    As
      a
      condition to the registration of any Class A-1 Note Transfer, the prospective
      transferee of such Class A-1 Note will be deemed to represent to the Indenture
      Trustee, the Note Registrar and the Issuer the following:

     

    (i)    It
      understands that the Class A-1 Notes
      have not been and will not be registered under the
      Securities Act
      or any state or other applicable securities or "blue
      sky" law.

     

    (ii)    It
      understands that Class A-1 Note
      Transfers are only permitted if made in compliance with the Securities Act
      and
      other applicable laws and only to a person that the holder
      reasonably
      believes is a "qualified
      institutional buyer" within the meaning of Rule 144A under the Securities Act
      (a
      "QIB").

     

    (iii)    It
      (A) is a QIB, (B) is aware that the
      sale to it is being made in reliance on Rule 144A under the Securities Act and
      if it is
      acquiring such Class A-1 Notes or any interest or participation in the Class
      A-1
      Notes for the account of another QIB, such other QIB is aware that the sale
      is
      being made in reliance on Rule 144A under the Securities Act and(C)
      is acquiring such Class A-1 Notes or
      any interest or participation in the Class A-1 Notes for its own account or
      for
      the account of another QIB.

     

    (iv)    It
      is purchasing the Class A-1 Notes for
      its own account or for one or more investor accounts for which it is acting as
      fiduciary or
      agent, in each case for investment, and not with a view to offer, transfer,
      assign, participate, pledge or otherwise dispose of such Class A-1 Notes in
      connection with any distribution of such Class A-1 Notes that would violate
      the Securities
      Act.

     

    (k)    Each
      Class B Note will bear a legend to
      the effect of the legend contained in Exhibit B unless determined otherwise
      by
      the Administrator (as certified to the Indenture Trustee in an Officer's
      Certificate) consistent with applicable law.

    


    
      
        
          
          

        

        
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    As
      a
      condition to the registration of any Class B Note Transfer, the prospective
      transferee of such Class B Note will be deemed to represent to the Indenture
      Trustee, the Note Registrar and the Issuer the following:

     

    (i)    It
      understands that the Class B Notes
      have not been and
      will not be registered under the Securities Act or any state or other applicable
      securities or "blue sky" law.

     

    (ii)    It
      understands that Class B Note
      Transfers are only permitted if made in compliance with the Securities Act and other applicable
      laws and
      only to a person that the holder reasonably believes is a
      QIB.

     

    (iii)    It
      (A) is a QIB, (B) is aware that the
      sale to it is being made in reliance on Rule 144A under the Securities Act
      and
      if it is acquiring such Class B Notes or any interest
      or
      participation in the Class B Notes for the account of another QIB, such other
      QIB is aware that the sale is being made in reliance on Rule 144A under the
      Securities Act and (C) is acquiring such Class B Notes or any
      interest or
      participation in the Class B Notes
      for its own account or for the account of another QIB.

     

    (iv)    It
      is purchasing the Class B Notes for
      its own account or for one or more investor accounts for which it is acting
      as
      fiduciary or agent, in each case for investment, and not with
      a view to
      offer, transfer, assign, participate, pledge or otherwise dispose of such Class
      B Notes in connection with any distribution of such Class B Notes that would
      violate the Securities Act.

     

    (l)    Each
      Class C Note
      will bear a legend to the effect
      of the legend contained in
      Exhibit C
unless determined otherwise
      by the Administrator (as certified to the Indenture Trustee in an Officer's
      Certificate) consistent with applicable law.

     

    As
      a
      condition to the registration of any Class C Note Transfer, the prospective
      transferee of such Class C Note will be deemed to represent to the Indenture
      Trustee, the Note Registrar and the Issuer the following:

     

    (i)    It
      understands that the Class
C Notes
      have not been and will not be
      registered under the
      Securities Act or any state or other applicable securities or "blue sky"
      law.

     

    (ii)    It
      understands that Class C Note
      Transfers are only permitted if
      made in compliance with the Securities Act and other applicable laws and only
      to
      a person that the holder
      reasonably believes is a QIB.

     

    (iii)    It
      (A) is a QIB, (B) is aware that the
      sale to it is being made in reliance on Rule 144A under the Securities Act
      and
      if it is acquiring such Class C Notes
      or any interest or participation
      in the Class C Notes
      for the account of another QIB, such
      other QIB is aware that the sale is being made in reliance on Rule 144A under
      the Securities Act and (C) is acquiring such Class C Notes
      or any interest or participation
      in the Class C Notes
      for its own account or for
the account of another
      QIB.

     

    (iv)    It
      is purchasing the Class C Notes
      for its own account or for one or
      more investor accounts for which it is acting as fiduciary or agent, in each
      case for investment, and not with a view to offer, transfer, assign,
      participate, pledge or
      otherwise dispose of such Class C Notes
      in connection with any
      distribution of such Class C Notes
      that would violate the Securities
      Act.

    


    
      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

    


    (m)    Each
      Class D Note will bear a legend to
      the effect of the legend contained in Exhibit D unless determined otherwise
      by the
      Administrator (as certified to the Indenture Trustee in an Officer's
      Certificate) consistent with
      applicable law.

     

    As
      a
      condition to the registration of any Class D Note Transfer, the prospective
      transferee of such Class D Note will be required to represent in writing to
      the
      Depositor, the Note Registrar and the Issuer the following, unless determined
      otherwise by the Administrator (as certified to the Indenture Trustee in an
      Officer's Certificate):

     

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

     

    (ii)    It
      is either:

     

    (1)    not,
      and each account (if any) for which
      it is purchasing the Class D Notes is not (a) an employee benefit plan, as
      defined in Section 3(3) of
      ERISA, subject to Title I of ERISA, (b) a plan described in Section 4975(e)(1)
      of the Code subject to Section 4975 of the Code, or (c) an entity whose
      underlying assets include plan assets by reason of a plan's
      investment in the entity (within
the meaning of Department
      of Labor Regulation 29 C.F.R. Section 2510.3-101 (the "Plan
      Assets Regulation")
      or otherwise under ERISA), with each
      of (a) through (c) in this subsection (1) being a "Benefit
      Plan Investor";
      or

     

    (2)    an
      insurance company acting on behalf of a general
      account and (a)
      on the date of purchase
less
      than 25% (or such
      lower percentage as may be determined by the Depositor) of the assets of such
      general account (as reasonably determined by it) constitute "plan
      assets" for
      purposes of Title I of ERISA and Section
      4975 of the
      Code, (b) the purchase
and
      holding of such Class D
      Notes are eligible for exemptive relief under Section (I) of Prohibited
      Transaction Class Exemption 95-60, (c) the purchaser
      agrees that if, after the purchaser's
      initial acquisition of the
      Class D Notes,
      at any time during any calendar quarter 25% (or such lower percentage as may
      be
      determined by the Depositor) or more of the assets of such general account
      (as
      reasonably determined by it no less frequently than each calendar
      quarter) constitute "plan
      assets" for
      purposes of Title I of ERISA or
      Section 4975 of the Code and the Depositor so requests, it will dispose of
      all
      Class D Notes then held in its general account by the end of the next following
      calendar quarter and (d) is
      not a person, other than a Benefit Plan Investor, who has discretionary
      authority or control with respect to the assets of the Issuer or any person
      who
      provides investment advice for a fee (direct or indirect) with respect to such
      assets or any affiliate
      (as defined in the Plan Assets
      Regulation) of such person.

     

    (iii)    It
      is a person who is (A) a citizen or
      resident of the United States, (B) a corporation or partnership organized in
      or
      under the laws of the United States or any State thereof (including the District of
      Columbia), (C) an
      estate the income of which is includible in gross income for United States
      tax
      purposes, regardless of its source, (D) a trust if a U.S. court is able to
      exercise primary supervision over the administration of such trust
      and one or more persons described
      in clause (A), (B), (C) or (E) of this paragraph (iii) has the authority to
      control all substantial decisions of the trust or (E) a person not described
      in
      clauses (A) through (D) of this paragraph (iii) whose ownership
      of the Class D Notes is effectively
      connected with such persons conduct of a trade or business within the United
      States (within the meaning of the Code) and who provides the Issuer and the
      Depositor with an IRS Form W-8ECI (and such other certifications,
      representations, or opinions of
      counsel as may be requested by the Issuer or the Depositor).

    


    
      
        
          
          

        

        
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    (iv)    It
      understands that any purported Class
      D Note Transfer in contravention of any of the restrictions and conditions
      contained in this Section will be a Void Class D Note Transfer,
      and the
      purported transferee in a Void Class D Note Transfer will not be recognized
      by
      the Issuer or any other person as a Class D Noteholder, for any
      purpose.

     

    (n)    By
      acceptance of any Class A-1
      Note, Class
      B Note, Class C Note
or
      Class D Note, the Class A-1
      Noteholder, the
      Class B Noteholder, the Class C Noteholder
or
      the Class D Noteholder, as applicable, specifically
      agrees with and represents
      to the Depositor, the Issuer and the Note Registrar, that no transfer of a
      Class
A-1 Note,
Class
      B Note, Class C Note or
      Class D Note, respectively, will be
      made unless the registration requirements of the Securities Act and any
      applicable State securities laws are complied with and (A) such transfer of
      a
      Class A-1 Note,
Class
      B Note, Class C Note or
      Class D Note, as applicable, is
      to the Depositor or its Affiliates,
      or (B) such transfer of a Class A-1 Note, Class
      B Note, Class C Note or
      Class D Note, as applicable,is
      exempt from the registration
      requirements under the Securities Act because such Class A-1
      Note
      Transfer, Class
      B Note Transfer, Class C Note Transfer
or
      Class D Note Transfer, as applicable, is
      in compliance with Rule 144A under
      the Securities Act, to a transferee who the transferor reasonably believes
      is a
      Qualified Institutional
      Buyer (as defined in the Securities Act) that is purchasing for its own account
      or for the account of a Qualified Institutional Buyer and to whom notice is
      given that such Class A-1 Note Transfer, Class
      B Note Transfer, Class C Note Transfer
or
      Class D Note Transfer,
      as applicable, is being made in reliance
      upon Rule 144A
      under the Securities Act.  With respect to any Class D Note Transfer
      the transferee is required to execute and deliver to the Indenture Trustee,
      the
      Issuer and the Note Registrar an investment letter
      substantially in
      the form attached as Exhibit E.

     

    (o)    The
      Depositor will make available to the
      prospective transferor and transferee of a Class A-1 Note, Class
      B Note, Class C Note or
      Class D Note information requested to
      satisfy the requirements of
      paragraph (d) (4) of Rule 144A (the "Rule
      144A
      Information").
      The Rule 144A Information will
      include any or all of the following items requested by the prospective
      transferee:

     

    (i)    the
      offering memorandum relating to the
      Class A-1 Notes, Class
      B Notes(if any),
Class
      C Notes (if any)or
      Class D Notes(if
      any), as applicable, and
      any amendments or
      supplements to such offering memorandum;

     

    (ii)    the
      Monthly Investor Report for each
      Payment Date preceding such request; and

     

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

     

    (p)    Any
      Noteholder that purchases
      and holds the Class A Notes, the Class
      B Notes or the Class C
      Notes will be deemed to have represented that its purchase and
      holding of such Notes does not and
      will not constitute, nor
      give rise to, a non-exempt
      prohibited transaction under ERISA or the Code.

     

    Section
      2.5   Mutilated,
      Destroyed, Lost or Stolen Notes.

     

    (a)    If
      a mutilated Note is surrendered to
      the Indenture Trustee or the Indenture Trustee receives evidence to its
      satisfaction of the destruction, loss or theft of a Note, then the Issuer will
      execute and, upon Issuer Request, the Indenture Trustee will authenticate and
      deliver a
      replacement Note of the same Class and principal amount in exchange for or
      in
      lieu of such Note so long as (i) the Indenture Trustee receives such security
      or
      indemnity as may be required by it to hold the Issuer and the Indenture
      Trustee harmless, (ii) none of
      the Issuer, the Note Registrar or the Indenture Trustee have received notice
      that such Note has been acquired by a protected purchaser,
      as defined in Section 8-303 of the
      UCC and (iii) the require­ments of Section 8-405 of the UCC are
      met.  However, if any such destroyed, lost or stolen Note (but not a
      mutilated Note) is due and payable within 15 days or has been called for
      redemption, instead of issuing a replacement Note, the Issuer may pay such
      destroyed, lost or stolen
      Note when so due or payable or upon
      the Redemption Date without surrender of such Note.  If a protected
purchaser
      of the original Note in lieu of which
      such replacement Note was issued (or such payment made) 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 (or such payment) from such Person to whom such
      replacement Note (or such
      payment) was delivered or any
      assignee of such Person, except a protected purchaser,
      and will be entitled to recover upon
      the security or indemnity provided for such replacement Note (or such payment)
      for any cost, expense, loss, damage, claim or liability incurred by the
      Issuer or the
      Indenture Trustee in connection with such replacement Note (or such
      payment).

    


    
      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

    


    (b)    Upon
      the issuance of any replacement
      Note under Section 2.5(a), the Issuer may require the Noteholder of such Note
      to
      pay an amount sufficient to
      cover any tax or other governmental charge imposed and any other reasonable
      expenses incurred in connection with such replacement Note.

     

    (c)    Each
      replacement Note issued pursuant to
      Section 2.5(a) will constitute an original additional contractual obligation of the
      Issuer, whether
      or not the mutilated, destroyed, lost or stolen Note will be enforceable by
      anyone and, except as otherwise provided in this Indenture, will be entitled
      to
      all the benefits of this Indenture equally and proportionately
      with all other Notes of the same
      Class duly issued under this Indenture.

     

    (d)    The
      provisions of this Section 2.5 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
      2.6  Persons
      Deemed Owners. With
      respect to any date of
      determination, the Issuer, the Indenture Trustee and any agent of the Issuer
      or
      the Indenture Trustee may treat the Person in whose name any Note is
      registered as of such date
      as the owner of such Note for the purpose of receiving payments of principal
      of
      and any interest on such Note and for all other purposes, and none of the
      Issuer, the Inden­ture Trustee or any agent of the Issuer or the Indenture
      Trustee
      will recognize notice to the
      contrary.

     

    Section
      2.7  Payment
      of
      Principal and Interest.

     

    (a)    Each
      Class of Notes will accrue interest
      at the applicable Note Interest Rate.  Interest on each Note will be
      due and payable on each Payment Date and on the
      Final Scheduled Payment
      Date as specified in such
      Note.  Interest on the Class A-1 Notes, the Class A-2 Notes, the Class
      A-3b Notes and the Class A-4b Notes will be computed on the basis of actual
      number of days elapsed and a 360-day year.  Interest on the Notes (other than
the
      Class A-1 Notes, Class A-2
Notes, the Class A-3b
      Notes
      and the Class A-4b Notes) will be computed on the basis of a 360-day year
      consisting of twelve 30-day months.

     

    (b)    Interest
      and principal payments on each
      Class of Notes will be made
      ratably to the Noteholders of such Class entitled to such
      payments.  On each Payment Date before the issuance of Definitive
      Notes, and for a Class
      of Notes, on
      the applicable Final
      Scheduled Payment Date before the issuance of
      Definitive
      Notes, distributions
      to be made with respect to
      interest on and principal of the Book-Entry Notes will be paid to the Registered
      Noteholder by wire transfer in immediately available funds to the account
      designated by the nominee of the Clearing Agency (initially, such
      nominee will be Cede &
Co.).  Distributions to be made with respect to interest on and
      principal of the Class B
      Notes, Class C Notes and
Class
      D Notes and, on and
      after the date on which Definitive Notes are issued, the Class A
      Notes will
      be paid to the Registered Noteholder
      (i) if such
      Noteholder has provided to the Note Registrar appropriate instructions at least
      5 Business Days before such Payment Date or Final Scheduled Payment
      Date
and the aggregate original
      principal amount of such Noteholder's
      Notes is at least $1,000,000,
      by wire
      transfer in immediately available funds to the account of such Noteholder or
      (ii) by check mailed first class mail, postage prepaid, to such Registered
      Noteholder's
      address as it appears on the Note
      Register on the related
      Record Date.  However, the final install­ment of principal
      (whether payable by wire transfer or check) of each Note on a Payment Date,
      the
      Redemp­tion Date or the applicable Final Scheduled Payment Date will be
      payable only upon presentation and surrender
      of such Note.  The
      Indenture Trustee will notify each Registered Noteholder of the date on which
      the Issuer expects that the final installment of principal of and interest
      on
      such Registered Noteholder's
      Notes will be paid not later than 5
      days before such
      date.  Such notice will specify the place where such Notes may be
      presented and surrendered for payment of such installment.  All funds
      paid by wire transfers or checks that are returned undelivered will be held
      in
      accordance with Section 3.3.

    


    
      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

    


    (c)    The
      principal of each Note will be
      payable in installments on each Payment Date as specified in such
      Note.  The entire unpaid Note Balance of each Class of Notes will be
      due and payable on the
      earlier of their applicable Final Scheduled Payment Date and the
      Redemption Date.  Notwithstanding the
      foregoing, the entire unpaid principal amount of the Notes will be due and
      payable on the date on which the Notes are declared to be immediately due and
      payable in the manner provided in Section 5.2(a).

     

    Section
      2.8  Cancellation.  Any
      Person that receives a Note surrendered for payment, registration of transfer,
      exchange or redemption will deliver such Note to the Indenture
      Trustee.  The Indenture Trustee will promptly cancel all Notes it
      receives that have been surrendered for payment, registration of transfer or
      exchange, or redemption.  The Issuer may deliver to the Indenture
      Trustee for cancellation any Notes previously authenticated and delivered under
      this Indenture which the Issuer may have acquired in any manner, and the
      Indenture Trustee will promptly cancel such Notes.  No Notes will be
      authenticated in lieu of or in exchange for any Notes cancelled as provided
      in
      this Section 2.8.  The Indenture Trustee may hold or dispose of all
      cancelled Notes in accordance with its standard retention or disposal policy
      unless the Issuer directs, by Issuer Order, that they be destroyed or returned
      to it (so long as such Notes have not been disposed of previously by the
      Indenture Trustee).

     

    Section
      2.9  Release
      of
      Collateral.  The
      Indenture Trustee will release property from the lien of this Indenture only
      in
      accordance with Sections 8.4 and 10.1.

     

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

     

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

     

    
      
        
          
          

        

        
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    (b)    the
      Clearing Agency will make book-entry
transfers among its
      participants and receive and transmit payments of principal of and interest
      on
      the Book-Entry Notes to such participants;

     

    (c)    to
      the extent that the provisions of
      this Section 2.10 conflict with any other provisions of this
      Indenture, the provisions
      of this Section 2.10 will control;

     

    (d)    the
      rights of Note Owners may be
      exercised only through the Clearing Agency and will be limited to those
      established by law and agreements between such Note Owners and the Clearing
      Agency and/or its
      participants pursuant to the DTC Letter; and

     

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

     

    Section
      2.11    
 Definitive
      Notes.   The
      Class B Notes, Class C Notes and Class D Notes will be issued as Definitive
      Notes on the Closing Date.  With respect to any Class or Classes of
      Book-Entry Notes, if (i) the Administrator advises the Indenture Trustee that
      the Clearing Agency is no longer willing or able to properly discharge its
      responsibilities as depository for the Book-Entry Notes and the
      Administra­tor is unable to reach an agreement on satisfactory terms with a
      qualified successor, (ii) the Administrator notifies the Indenture Trustee
      that
      it elects to terminate the book-entry system through the Clearing Agency or
      (iii) after the occurrence of an Event of Default or an Event of Servicing
      Termination, so long as any Book-Entry Notes are Outstanding Note Owners
      representing not less than a majority of the Controlling Class notify the
      Indenture Trustee and the Clearing Agency that they elect to terminate the
      book-entry system through the Clearing Agency, then the Clearing Agency will
      notify all Note Owners and the Indenture Trustee of the occurrence of such
      election and of the availability of Definitive Notes to the Note
      Owners.  After the Clearing Agency has surrendered the typewritten
      Notes representing the Book-Entry Notes and delivered the registration
      instructions to the Indenture Trustee, the Issuer will execute and the Indenture
      Trustee will authenticate the Definitive Notes in accordance with the
      instructions of the Clearing Agency.  None of the Issuer, the Note
      Registrar or the Indenture Trustee will be liable for any delay in delivery
      of
      such instructions and may conclusively rely on, and will be protected in relying
      on, such instructions.  Upon the issuance of Definitive Notes to Note
      Owners, the Indenture Trustee will recognize the holders of such Definitive
      Notes as Noteholders.

     

    Section
      2.12  Authenticating
      Agents.

     

    (a)    The
      Indenture Trustee may appoint one or more
      Persons (each,
      an "Authenticating
      Agent")
      with the power to act on its behalf
      and subject to its direction in the authentication of Notes in connection with
      issuances, transfers and exchanges under Sections 2.2, 2.4, 2.5 and 9.6, as
      though each such
      Authenticat­ing Agent had been expressly authorized by those Sections to
      authenticate such Notes.  For all purposes of this Indenture, the
      authentication of Notes by an Authenti­cating Agent pursuant to this Section
      2.12 is deemed to be the
      authentication of Notes "by
      the Indenture Trustee."

     

    (b)    Any
      Person into which an Authenticating
      Agent may be merged or converted or with which it may be consolidated, or any
      Person resulting from any merger, consolidation or conversion to which an
      Authenticating Agent is
      a
      party, or any Person succeeding to all or substantially all of the corporate
      trust business of an Authenticating Agent, will be the successor of such
      Authenticating Agent under this Indenture without the execution or filing of
      any
document
      or any further
      act.

    


    
      
        
          
          

        

        
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    (c)    An
      Authenticating Agent may resign by
      giving notice of resignation to the Indenture Trustee and the Owner
      Trustee.  The Indenture Trustee may terminate the agency of an
      Authenticating Agent by giving notice of termination to such Authenticating
      Agent and the
      Owner Trustee.  Upon receiving such notice of resignation or upon such
      a termination, the Indenture Trustee may appoint a successor Authenticating
      Agent and will notify the Owner Trustee of any such
      appointment.

     

    (d)   Sections
      2.8 and 6.4 will apply to each
      Authenticating Agent.

     

    Section
      2.13  Note
      Paying
      Agents.

     

    (a)    The
      Indenture Trustee may appoint one or
      more Note Paying Agents that meet the eligibility standards for the Indenture
      Trustee specified in Section 6.11(a).  The Note Paying Agents
      will have the power to make distributions from the Trust
      Accounts.

     

    (b)    Any
      Person into which a Note Paying
      Agent may be merged or converted or with which it may be consolidated, or any
      Person resulting from any merger, consolidation or conversion
      to which a Note
      Paying Agent is a party, or any Person succeeding to all or substantially all
      of
      the corporate trust business of a Note Paying Agent, will be the successor
      of
      such Note Paying Agent under this Indenture without the execution
      or filing of any document or any
      further act.

     

    (c)    A
      Note Paying Agent may resign by giving
      notice of resignation to the Indenture Trustee, the Administrator and the
      Issuer.  The Indenture Trustee may terminate the agency of a Note
      Paying Agent by giving
      notice of termination to such Note Paying Agent, the Administrator and the
      Issuer.  Upon receiving such notice of resignation or upon such a
      termination, the Indenture Trustee may appoint a successor Note Paying Agent
      and
      will notify the Administrator
      and the Issuer of any such
      appointment.

     

    (d)    Sections
      2.8 and 6.4 will apply to each
      Note Paying Agent.

     

    ARTICLE
      III

    COVENANTS
      AND REPRESENTATIONS

     

    Section
      3.1  Payment
      of
      Principal and Interest. The
      Issuer will duly and punctually pay the principal of and interest on the Notes
      in accordance with the Notes and this Indenture.  Amounts withheld
      under the Code or any State or local tax law by any Person from a payment to
      any
      Noteholder will be considered as having been paid by the Issuer to such
      Noteholder.

     

    Section
      3.2  Maintenance
      of Office or Agency. The
      Issuer will maintain an office or agency in the Borough of Manhattan, The City
      of New York, 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 initially appoints
      the Indenture Trustee to serve as its agent for such purposes.  The
      Issuer will promptly notify the Indenture Trustee of any change in the location
      of such office or agency.  If the Issuer fails to maintain any such
      office or agency or fails to furnish the Indenture Trustee with the address
      of
      such office or agency, such surrenders, notices and demands may be made or
      served at the Corporate Trust Office, and the Issuer appoints the Indenture
      Trustee as its agent to receive all such surrenders, notices and
      demands.

     

    Section
      3.3  Money
      for
      Payments To Be Held in Trust.

     

    (a)    All
      payments of amounts due and payable
      with respect to any Notes and the Interest Rate Swaps
      that are to be made from amounts
      withdrawn from the Bank Accounts will be made on behalf of the Issuer by the
      Indenture Trustee or by another Note Paying Agent, and no amounts so withdrawn
      from the Bank Accounts for payments of Notes may be paid over to the Issuer,
      except as
      provided in this Section 3.3.

    


    
      
        
          
          

        

        
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    (b)    The
      Indenture Trustee (including in its
      capacity as Note Paying Agent) will cause each Note Paying Agent (other than
      the
      Indenture Trustee itself) to execute and deliver to the Indenture Trustee, an instrument
      in which such
      Note Paying Agent agrees with the Indenture Trustee to:

     

    (i)    hold
      all sums held by it for the payment
      of amounts due on the Notes in trust for the benefit of the Persons entitled
      to
      such sums until such sums are paid to such Persons or
      otherwise
      disposed of as provided in this Indenture and pay such sums to such Persons
      as
      provided in this Indenture;

     

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

     

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

     

    (iv)
 immediately
      resign as a Note Paying
      Agent and immediately pay to the Indenture Trustee all sums held by it in trust
      for the payment of Notes if it ceases to meet the eligibility standards
      specified in Section 6.11(a) with respect to the Indenture Trustee; and

     

    (v)    comply
      with all requirements of the Code
      and any State or local tax law with respect to withholding and reporting
      requirements in connection with payments on the Notes.

     

    (c)    The
      Issuer may by Issuer Order, direct
      any Note Paying Agent to pay to the Indenture Trustee
      all sums held
      in trust by such Note Paying Agent, such sums to be held by the Indenture
      Trustee upon the same trusts as those upon which the sums were held by such
      Note
      Paying Agent.  Upon a Note Paying Agent's
      payment of all sums held in trust to the
      Indenture
      Trustee, such Note Paying Agent will be released from all further liability
      with
      respect to such money.

     

    (d)    Subject
      to laws with respect to escheat
      of funds, any money held by the Indenture Trustee or any Note Paying
      Agent in trust for the
      payment of any amount due with respect to any Note and remaining unclaimed
      for 2
      years after such amount has become due and payable will be discharged from
      such
      trust and paid to the Issuer upon Issuer Request.  After such
      discharge and payment,
      the Noteholder of such Note
      will, as an unsecured general creditor, look only to the Issuer for payment
      of
      such amount due and unclaimed (but only to the extent of the amounts so paid
      to
      the Issuer), and all liability of the Indenture Trustee or such
      Note Paying Agent with respect to
      such trust money will thereupon cease.  However, the Indenture Trustee
      or such Note Paying Agent, before making any such repayment, will publish once,
      at the expense and direction of the Issuer, in a newspaper customarily
      published on each Business Day in
      the English language and of general circulation in The City of New York, notice
      that such money remains unclaimed and that after a date specified in such
      notice, which must be at least 30 days from the date of such publication,
      any unclaimed balance of such
      money then remaining will be repaid to the Issuer.  The Indenture
      Trustee will also adopt and employ, at the expense of the Administrator and
      direction of the Issuer, any other reasonable means of notification of
      such
      repayment (including notifying
      Noteholders whose Notes have been called but have not been surrendered for
      redemption or whose right to or interest in monies due and payable but not
      claimed is determinable from the records of the Indenture Trustee or
      of any
      Note Paying Agent of such repayment,
      at the last address of record for each such Noteholder).

    


    
      
        
          
          

        

        
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    Section
      3.4  Existence. The
      Issuer will keep in full effect its existence, rights and franchises as a
      statutory trust under the Delaware Statutory Trust Act (unless it becomes,
      or
      any successor Issuer under this Indenture is or becomes, organized under the
      laws of any other State or of the United States, 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 in each
      jurisdiction in which such qualification is or will be necessary to protect
      the
      validity and enforceability of this Indenture, the Notes, the Collateral and
      each other instrument or agreement included in the Collateral.

     

    Section
      3.5  Protection
      of Collateral.

     

    (a)    The
      Issuer will (1) execute and deliver
      all such supple­ments and amendments to this Indenture and instruments of
      further assurance and other instruments, (2) file or authorize and cause to
      be filed all such
      financing statements and amendments and continuations of such financing
      statements and (3) take such other action, in each case necessary or advisable
      to:

     

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

     

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

     

    (iii)    enforce
      any of the Collateral;
      or

     

    (iv)    preserve
      and defend title to the
      Collateral and the rights of the Indenture Trustee and the Secured Parties
      in
      such Collateral against the claims of all Persons.

     

    (b)    The
      Issuer authorizes the Administrator
      and the Indenture Trustee
      to file any financing or continuation statements, and amendments to such
      statements, in all jurisdictions and with all filing offices as the
      Administrator or the Indenture may determine are necessary or advisable to
      preserve, maintain and protect the
      interest of the Indenture Trustee in
      the Collateral.  Such financing and continuation statements may
      describe the Collateral in any manner as the Administrator or the Indenture
      Trustee may reasonably determine to ensure the perfection of the interest
of
      the Indenture Trustee in the
      Collateral (including describing the Collateral as "all
      assets" of
      the Issuer).  The
      Administrator or the Indenture Trustee, as applicable, will deliver to the
      Issuer file-stamped copies of, or filing receipts for, any such financing statement and
      continuation
      statement promptly upon such document becoming available following
      filing.

     

    (c)    The
      Indenture Trustee is under no
      obligation to make any determination of whether any such financing or
      continuation statements, and amendments to such statements,
      are required
      to be filed pursuant to this Section 3.5.

     

    Section
      3.6  Performance
      of Obligations; Servicing of Receiv­ables.

     

    (a)    No
      Release
      of Material Covenants or Obligations.  The Issuer will not take
      any action, and will use its best efforts to prevent
      any action
      from being taken by others, that would release any Person from any material
      covenants or obligations under any instrument or agreement included in the
      Collateral 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 provided in any Basic Document.

     

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

    


    
      
        
          
          

        

        
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    (c)    Performance
      of Obligations.  The Issuer will punctually
      perform and observe all of its obligations and agreements contained in the
      Basic
      Documents and in the
      instruments and agreements included in the Collateral.

     

    (d)    Event
      of
      Servicing Termination.  If the Issuer has actual
      knowledge of the occurrence of an Event of Servicing Termination, the Issuer
      will promptly notify the Indenture Trustee and the Rating Agencies of such occurrence
      and
      specify in such notice any action the Issuer is taking in respect of such
      event.  If an Event of Servicing Termination arises from the failure
      of the Servicer to perform any of its duties and obligations under the Sale
      and
      Servicing Agreement with respect to
      the Receivables, the Issuer will take all reasonable steps available to cause
      the Servicer to remedy such failure.

     

    (e)    Interest
      Rate Swap.  The
      Issuer will not enter
      into any Interest Rate Swap after
      the Closing Date unless
      (i) as of the date that such
      Interest Rate Swap is
      entered into, the related Swap Counterparty has the
Swap
      Required Ratings and (ii) such Interest
      Rate Swap provides that,
      if the
      related Swap Counterparty fails to
      have the
Swap Required Ratings,
such
Swap
      Counterparty will take the actions
      that are specified in the Interest
      Rate Swap
      entered into by the Issuer on the Closing Date.

     

    Promptly
      following the termination of
      any Interest Rate Swap due
      to an Event of Default or Termination Event (as each such term is defined
      in such Interest
      Rate Swap), the Issuer will
      use reasonable efforts to enter into a replacement Interest Rate
Swap on terms similar to
      those of such terminated Interest Rate Swap with an eligible Swap
      counterparty unless the Indenture
Trustee sells the
      Collateral pursuant to Section 5.6(a)(iv).

     

    Section
      3.7  Negative
      Covenants.  So
      long as any Notes are Outstanding, the Issuer will not:

     

    (a)    except
      as expressly permitted by any
      Basic Document, sell, transfer, exchange or otherwise dispose of any of the assets
      in the
      Collateral unless directed to do so by the Indenture
      Trustee;

     

    (b)    claim
      any credit on, or make any
      deduction from the principal or interest payable in respect of, the Notes (other
      than amounts withheld from such payments under the Code or any
      State or local tax
      law) or assert any claim against any present or former Noteholder by reason
      of
      the payment of the taxes levied or assessed upon the Issuer or the
      Collateral;

     

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

     

    (d)    (i)
      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 expressly permitted by this Indenture, (ii) permit any
      Lien
      other than Permitted Liens to be created on or extend to or otherwise arise
      upon
      or burden the Collateral or (iii) permit the lien of this Indenture
      not to constitute a valid first
      priority security interest in the Collateral (other than with respect to
      Permitted Liens); or

     

    (e)    except
      as otherwise provided in any
      Basic Document, amend, modify, waive, supplement, terminate or surrender the
      terms of any Collateral or
      any of the Basic Documents without the consent of the Indenture Trustee or
      the
      Noteholders of at least a majority of the Note Balance of the Notes Outstanding
      and upon notice to the Rating Agencies.

    


    
      
        
          
          

        

        
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    Section
      3.8  Opinions
      as
      to Collateral.

     

    (a)    On
      the Closing Date, the Issuer will
      furnish to the Indenture Trustee an Opinion of Counsel to the effect that this
      Indenture has been properly recorded and filed to make effective the lien
      intended to be created by this Indenture, and reciting the details of such
      action, or
      stating that in the opinion of such counsel no such action is necessary to
      make
      such lien effective.

     

    (b)    On
      or before April 30 in each calendar
      year, beginning April 30,
      2009, the Issuer will
      furnish to the Indenture Trustee an Opinion of Counsel
      either to
      the effect that, in the opinion of such counsel, such action has been taken
      with
      respect to the recording, filing, re-recording and refiling of this Indenture,
      as is necessary to maintain the lien of this Indenture, and
      reciting the details of such action,
      or to the effect that in the opinion of such counsel no such action is necessary
      to maintain such lien.

     

    Section
      3.9  Annual
      Statement as to Compliance. The
      Issuer will deliver to the Indenture Trustee within 90 days after the end of
      each calendar year, an Officer's Certificate, stating, as to the Responsible
      Person signing such Officer's Certificate, that (i) a review of the Issuer's
      activities and of its performance under this Indenture during the preceding
      calendar year (or, in the case of the first certificate, the portion of the
      preceding calendar year since the Closing Date) has been made under such
      Responsible Person's supervision and (ii) to such Responsible Person's
      knowledge, based on such review, the Issuer has complied in all material
      respects with all conditions and covenants to be complied with by the Issuer
      under this Indenture during the preceding calendar year, or, if there has been
      a
      failure to comply in any material respect that is continuing, specifying each
      such failure known to such Responsible Person and the nature and status of
      such
      failure.  If the Issuer is not required to file periodic reports under
      the Exchange Act or otherwise required by law to file an Officer's Certificate
      of the Issuer as to compliance, such Officer's Certificate may be delivered
      on
      or before April 30 of each calendar year.  A copy of the Officer's
      Certificate referred to in this Section 3.9 may be obtained by any Noteholder
      or
      Person certifying it is a Note Owner by a request in writing to the Indenture
      Trustee at its Corporate Trust Office.  The Issuer's obligation to
      deliver an Officer's Certificate under this Section 3.9 will terminate upon
      the
      payment in full of the Notes, including by redemption in whole pursuant to
      Section 10.1.

     

    Section
      3.10  Consolidation
      and Merger; Sale of Assets.  The
      Issuer will not consolidate or merge with or into any other Person or convey
      or
      transfer all or substantially all of the assets included in the Collateral
      to
      any Person, unless:

     

    (a)   the
      Person (if other than the Issuer)
      formed by or surviving such consolidation or merger, or that acquires the
      properties and assets, (i) is organized and existing under the laws of the
      United States or any State and (ii) assumes, by an indenture supplemental to this Indenture,
      executed and
      delivered to the Indenture Trustee, in form reasonably satisfactory to the
      Indenture Trustee, the due and punctual payment of the principal of and interest
      on all Notes, all obligations under the Interest Rate Swaps and
      the performance or observance of
      every agreement and covenant of this Indenture to be performed or observed
      by
      the Issuer, all as provided in this Indenture;

     

    (b)    with
      respect to a conveyance or transfer
      of all or substantially all of the assets included in the Collateral,
      the Person that
      acquires the properties and assets agrees by means of the supplemental
      inden­ture executed and delivered pursuant to clause (a) (i) that all right,
      title and interest so conveyed or transferred will be subject and subordinate
      to the rights of the
      Noteholders, (ii) unless otherwise provided in such supplemental indenture,
      to
      indemnify, defend and hold harmless the Issuer from and against any costs,
      expenses, losses, damages, claims and liabilities (including
      attor­neys'
fees)
      arising under or
      related to this Indenture and the Notes and (iii) that such Person will make
      all
      filings with the Securities and Exchange Commission (and any other appropriate
      Person) required by the Exchange Act in connection with the
      Notes;

    


    
      
        
          
          

        

        
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    (c)
 immediately
      after giving effect to such
      consolidation, merger or sale, no Default or Event of Default will have occurred
      and be continuing;

     

    (d)    Rating
      Agency Confirmation has been
      obtained with respect to such consolidation, merger or sale;

     

    (e)    the
      Issuer has received an Opinion of
      Counsel (and has delivered copies of such Opinion of Counsel to the Indenture
      Trustee) to the effect that such consolidation, merger or sale will not cause
      (i) any security issued by the Issuer to be deemed sold or exchanged
      for purposes of Section 1001 of the
      Code or (ii) the Issuer to be treated as an association or publicly traded
      partnership taxable as a corporation for U.S. federal income tax
      purposes;

     

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

     

    (g)    the
      Issuer has delivered to the
      Depositor, the Servicer, the Owner Trustee and the Indenture Trustee an
      Officer's
      Certificate and an Opinion of Counsel
      each to the effect that such consolidation, merger or sale
      and such
      supplemental indenture comply with this Article III and that all conditions
      precedent in this Indenture relating to such consolidation, merger or sale
      have
      been complied with (including any filing required by the Exchange Act).

     

    Section
      3.11  Successor
      or
      Transferee.

     

    (a)    Upon
      any consolidation or merger of the
      Issuer in accordance with Section 3.10, the Person formed by or surviving such
      consolidation or merger (if other than the Issuer) 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 in this
      Indenture.

     

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

     

    Section
      3.12  No
      Other
      Activities.  The
      Issuer will not engage in any activities other than financing, acquiring, owning
      and pledging the Receivables in the manner contemplated by the Basic Documents
      and activities incidental thereto.

     

    Section
      3.13  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 the purpose of this Indenture.

     

    Section
      3.14  Restricted
      Payments.

     

    (a)    The
      Issuer will not, directly or
      indirectly, (i) make any distribution (by reduction of capital or otherwise)
      to
      the Owner Trustee or any owner of a beneficial interest in the Issuer or
      otherwise with respect to
      any ownership or equity interest or security in or of the Issuer or to the
      Servicer or the Administrator, (ii) redeem, purchase,
      retire or otherwise acquire for value
      any such ownership or equity interest or security or (iii) set aside
      or otherwise segregate
      any
      amounts for any such purpose.

    


    
      
        
          
          

        

        
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    (b)    Notwithstanding
      Section 3.14(a), the
      Issuer may make payments to the Servicer, the Administrator, the Owner Trustee,
      the Indenture Trustee, the Swap Counterparties, the
      Noteholders and the
      Depositor to the extent
      contemplated by the Basic Documents.

     

    (c)    The
      Issuer will not, directly or
      indirectly, make payments to or distributions from the Collection Account or
      the
      Principal Payment Account except in accordance with the Basic
      Docu­ments.

     

    Section
      3.15  Notice
      of
      Events of Default.  The
      Issuer will notify the Indenture Trustee, the Rating Agencies and the Swap
      Counterparties within 5 Business Days after a Responsible Person of the Issuer
      obtains actual knowledge of an Event of Default.

     

    Section
      3.16  Representations
      and Warranties of the Issuer as to Security Interest.  The
      Issuer represents and warrants to the Indenture Trustee as of the Closing
      Date:

     

    (a)    This
      Indenture creates a valid and
      continuing security interest (as defined in the applicable UCC) in the Collateral
      in favor
      of the Indenture Trustee which security interest is prior to all other Liens,
      and is enforceable as such against creditors of and purchasers
      from the Issuer.

     

    (b)    All
      of the Permitted Investments have
      been and will be credited
      to a Securities Account.  The securities intermediary for each
      Securities Account has agreed to treat all assets credited to the Securities
      Accounts as "financial
      assets" within
      the meaning of the applicable
      UCC.  The Collateral (other than those Permitted Investments
      which have
      been credited to a Securities Account) constitutes "chattel
      paper," "instruments"
or
"general
      intangibles" within
      the meaning of the applicable
      UCC.

     

    (c)    The
      Issuer owns and has good and
      marketable title to the Receivables free and clear
      of any Lien other
      than Permitted Liens.  The Issuer has received all consents and
      approvals required by the terms of the Receivables to transfer to the Indenture
      Trustee all of its interest and rights in the Receivables and the
      Interest
      Rate Swaps, except to the extent
      that any
      requirement for consent or approval is rendered ineffective under the applicable
      UCC.

     

    (d)    The
      Issuer has caused, or will cause
      within 10 days after the Closing Date, the filing of all appropriate financing
      statements in the proper
      filing office in the appropriate jurisdictions under applicable law in order
      to
      perfect the security interest Granted in the Collateral to the Indenture
      Trustee.

     

    (e)    The
      Issuer has delivered to the
      Indenture Trustee a fully executed agreement pursuant
      to which the
      securities intermediary has agreed to comply with all instructions originated
      by
      the Indenture Trustee relating to the Securities Accounts without further
      consent by the Issuer.

     

    (f)    Other
      than the security interest
      Granted to the Indenture
      Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold,
      granted a security interest in, or otherwise conveyed any part of the
      Collateral.  The Issuer has not authorized the filing of and is not
      aware of any financing
      statements against the Issuer that
      include a description of collateral covering any part of the Collateral, other
      than any financing statements relating to the security interest Granted to
      the
      Indenture Trustee.  The Issuer is not aware of any judgment
      or tax lien filings against
      it.

     

    (g)    The
      Securities Accounts are not in the
      name of any Person other than the Issuer or the Indenture
      Trustee.  The Issuer has not consented to the securities intermediary
      of any Securities Account complying with entitlement orders of any Person
      other than
      the Indenture Trustee.

     

    (h)    All
      financing statements filed or to be
      filed against the Issuer, or any assignor of which the Issuer is the assignee,
      in favor of the Indenture Trustee in connection with this Indenture
      describing the Collateral
      contain a statement substantially to the following
      effect:  "The
      grant of a security interest in any
      collateral described in this financing statement will violate the rights of
      the
      Secured Parties."

    


    
      
        
          
          

        

        
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    Section
      3.17  Audits
      of
      the Issuer.  The
      Issuer agrees that, with reasonable prior notice, it will permit any authorized
      representative of the Indenture Trustee, the Servicer or the Administrator,
      during the Issuer's normal business hours, to examine and audit the books of
      account, records, reports and other documents and materials of the Issuer
      relating to the performance of the Issuer's obligations under this
      Indenture.  In addition, the Issuer will permit such representatives
      to make copies and extracts of any such books and records and to discuss the
      same with the Issuer's officers and registered public
      accountants.  Each of the Indenture Trustee, the Servicer and the
      Administrator will, and will cause its authorized representatives to, hold
      in
      confidence all such information except to the extent (a) disclosure may be
      required by law (and all reasonable applications for confidential treatment
      are
      unavailing) or (b) that the Indenture Trustee, the Servicer or the
      Administrator, as the case may be, reasonably determines that such disclosure
      is
      consistent with its obligations under this Indenture.

     

    Section
      3.18  Representations
      and Warranties of the Issuer.  The
      Issuer represents and warrants to the Indenture Trustee as of the Closing
      Date:

     

    (a)    Organization
      and Qualification.  The Issuer is
      a statutory trust duly formed,
      validly existing and in good standing under the laws of the State of
      Delaware.

     

    (b)    Power,
      Authorization and Enforceability.  The Issuer has the power
      and authority to execute, deliver and perform the terms this Indenture.  The Issuer has authorized
      the execution, delivery and performance of the terms of this
      Indenture.  This Indenture is the legal, valid and binding obligation
      of the Issuer enforceable against the Issuer, except as may be limited by
      insolvency, bankruptcy,
      reorganization or other laws
      relating to the enforcement of creditors' rights
      or by general equitable
      principles.

     

    (c)    No
      Conflicts
      and No Violation.  The execution and delivery
      by the Issuer of this Indenture, the consummation by the Issuer of the
      transactions contemplated
      by this Indenture and the compli­ance by the Issuer with this Indenture will
      not (i) violate any Delaware State law, governmental rule or regulation
      applicable to the Issuer or any judgment or decree binding on it or (ii)
      conflict with,
      result in a breach of, or
      constitute (with or without notice or lapse of time or both) a default under
      any
      indenture, mortgage, deed of trust, loan agreement, guarantee or similar
      agreement or instrument under which the Issuer is a debtor or
      guarantor,
      in each case which conflict, breach,
      default, lien, or violation would reasonably be expected to have a material
      adverse effect on the Issuer's
      ability to perform its obligations
      under this Indenture.

     

    (d)    No
      Proceedings.  To
      the Issuer's
      knowledge, there are no proceedings
      or
      investigations pending or overtly threatened in writing before any court or
      other governmental authority of the State of Delaware: (i) asserting the
      invalidity of any of the Basic Documents or the Notes (ii) seeking to prevent
      the
      issuance of the Notes or the
      consummation of any of the transactions contemplated by any of the Basic
      Documents, (iii) seeking any determination or ruling that would reasonably
      be
      expected to have a material adverse effect on the Trust Property or the
      Issuer's
      ability to perform its obligations
      under, or the validity or enforceability any of the Basic Documents or the
      Notes.

     

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

     

    
      
        
          
          

        

        
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    ARTICLE
      IV

    SATISFACTION
      AND DISCHARGE

     

    Section
      4.1        Satisfaction
      and Discharge of Indenture.

     

    (a)    Subject
      to Section 4.1(b), this
      Indenture will cease to be of further effect with respect to the Notes, and the Indenture
      Trustee, upon
      Issuer Order and at the expense of the Issuer, will execute proper instruments
      acknowledging satisfaction and discharge of this Indenture with respect to
      the
      Notes, if:

     

    (i)    all
      Notes that have been authenticated
and delivered (other
      than
      (x) Notes that have been destroyed, lost or stolen and that have been replaced
      or paid as provided in Section 2.5 and (y) Notes for whose payment money has
      been deposited in trust or segregated and held in trust by the Issuer
      and thereafter
      repaid to the Issuer or
      discharged from such trust, as provided in Section 3.3) have been delivered
      to
      the Indenture Trustee for cancellation;

     

    (ii)    the
      Issuer has paid or caused to be paid
      all other sums payable under the Basic Documents and all payments due to the
Swap
      Counterparties by the Issuer;
      and

     

    (iii)    the
      Issuer has delivered to the
      Indenture Trustee an Officer's
      Certificate and an Opinion of Counsel,
      each to the effect that all conditions precedent relating to the satisfaction
      and discharge of this
      Indenture pursuant to this Section 4.1(a) have been complied
      with.

     

    (b)    After
      the satisfaction and discharge of
      this Indenture pursuant to Section 4.1(a), this Indenture will continue as
      to
      (i) rights of registration of transfer and exchange, (ii) replacement
      of mutilated,
      destroyed, lost or stolen Notes, (iii) the rights of Noteholders to receive
      payments of principal of and interest on the Notes, (iv) Sections 3.3, 3.4,
      3.5,
      3.7, 3.10, 3.12, 3.13, 3.14 and 3.15, (v) the rights, obligations
      and immunities of the Indenture
      Trustee under this Indenture and (vi) the rights of the Secured Parties as
      beneficiaries of this Indenture with respect to the property deposited with
      the
      Indenture Trustee payable to all or any of them for a period of 2
      years following such satisfaction and
      discharge.

     

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

     

    ARTICLE
      V

    REMEDIES

     

    Section
      5.1  Events
      of
      Default.

     

    (a)    The
      occurrence of any one of the
      following events will constitute an event of default under this Indenture (each,
      an "Event
      of
      Default"):

     

    (i)    failure
      to pay interest due on any Note
      of the Controlling Class when the same becomes due and payable on each Payment
      Date or on its Final
      Scheduled Payment Date, and such failure continues
      for a
      period of 5 days or more;

    


    
      
        
          
          

        

        
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    (ii)    failure
      to pay the principal of any Note
      at its Final Scheduled Payment Date or Redemption Date, if
      any;

     

    (iii)    failure
      to observe or perform any material
      covenant or agreement of the Issuer made in this Indenture (other than covenants
      and agreements as to which the failure to observe or perform is specifically
      covered elsewhere in this Section 5.1) or any representation or
      warranty of the Issuer made in this
      Indenture or in any Officer's
      Certificate or other document
      delivered pursuant to or in connection with this Indenture proves to have been
      incorrect in any material respect as of the time made and, in each case, such
      failure or incorrectness
      continues for a period of 60 days after notice was given to the Issuer by the
      Indenture Trustee or to the Issuer and the Indenture Trustee by the Noteholders
      of at least 25% of the Note Balance of the Controlling Class specifying
such
      failure or incorrectness, requiring
      it to be remedied and stating that such notice is a "Notice
      of Default";
      or

     

    (iv)    the
      occurrence of an Insolvency Event
      with respect to the Issuer.

     

    (b)    The
      Issuer will notify the Indenture
      Trustee within 5 Business
      Days after a Responsible Person of the Issuer has actual knowledge of the
      occurrence of an event set forth in Section 5.1(a)(iii) which with the giving
      of
      notice and the lapse of time would become an Event of Default, which notice
      will
      describe such Default,
      the status of such Default and
      what action the Issuer is taking or proposes to take with respect to such
      Default.  The Issuer will send a copy of such notice to each Qualified
      Institution (if not the Indenture Trustee) maintaining a Bank
      Account.

     

    Section
      5.2  ­Acceleration
      of Maturity; Rescission and Annulment.

     

    (a)    If
      an Event of Default occurs and is
      continuing, the Indenture Trustee or the Noteholders of at least a majority
      of
      the Note Balance of the Controlling Class may declare all of the
      Notes to be immediately due
      and payable, by notice to the Issuer (and to the Indenture Trustee if given
      by
      the Noteholders).  Upon any such declaration, the unpaid Note Balance
      of the Notes, together with accrued and unpaid interest through the date of
      acceleration,
      will become immediately due and
      payable.  If an Event of Default specified in Section 5.1(a)(iv)
      occurs, all unpaid principal of and accrued and unpaid interest on the Notes,
      and all other amounts payable under this Indenture, will automatically
      become
      due and payable without any
      declaration or other act on the part of the Indenture Trustee or any
      Noteholder.  Upon any such declaration or automatic acceleration, the
      Indenture Trustee will promptly notify each Noteholder, each Swap Counterparty and each
      Qualified Institution (if not the
      Indenture Trustee) maintaining a Bank Account.

     

    (b)    The
      Noteholders of at least a majority
      of the Note Balance of the Controlling Class, by notice to the Issuer and the
      Indenture Trustee, may rescind and annul a declaration of acceleration
      of maturity and
      its consequences before a judgment or decree for payment of the amount due
      has
      been obtained by the Indenture Trustee as provided in this Article V
      if:

     

    (i)    the
      Issuer has paid or deposited with
      the Indenture Trustee an
      amount sufficient to (1) pay all payments of principal of and interest on the
      Notes and all other amounts that would then be due under this Indenture or
      upon
      the Notes and the Interest Rate Swaps if the Event of Default
      giving rise to
      such acceleration had not
      occurred, (2) pay all amounts owed to the Indenture Trustee under Section 6.7,
      and (3) pay all other outstanding fees and expenses of the Issuer,
      and

     

    (ii)    all
      Events of Default, other than the
      nonpayment of the principal of the Notes that has become due solely by
      such acceleration,
      have been cured or waived as provided in Section 5.14.

    


    
      
        
          
          

        

        
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    No
      such
      rescission will affect any subsequent default or impair any right resulting
      from
      such rescission.

     

    Section
      5.3  Collection
      of Indebtedness by the Indenture
      Trustee.

     

    (a)    The
      Issuer covenants that if an Event of
      Default under Section 5.1(a)(i) or (ii) occurs and continues, the Issuer, upon
      demand of the Indenture Trustee, will pay to the Indenture Trustee for the
      benefit of the Noteholders, such overdue amount with interest on
      any overdue
      principal at the applicable Note Interest Rate and, to the extent lawful, with
      interest on any overdue interest at the applicable Note Interest
      Rate.  In addition, the Issuer covenants to pay, or to cause the
      Administratorto
      pay, the costs and expenses of
      collection, including all amounts owed to the Indenture Trustee under Section
      6.7.

     

    (b)    If
      the Issuer fails 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 and collect the monies adjudged or decreed to be payable
      in
      the manner provided
      by law out of the
      Collateral.

     

    Section
      5.4  Trustee
      May
      File Proofs of Claim.

     

    (a)    In
      case there is pending, relative to
      the Issuer, Proceedings under the Bankruptcy Code or any other federal or State
      bankruptcy, insolvency or other similar law, or in case a trustee,
      liquidator,
      receiver or similar official has been appointed for or taken possession of
      the
      Issuer or its property, the Indenture Trustee, irrespective of whether the
      Indenture Trustee has made any demand pursuant to Section 5.3, may:

     

    (i)    file
      and prove a claim or claims for the
      whole amount of principal and interest owing and unpaid in respect of the Notes
      and file such other papers or documents as may be necessary or advisable in
      order to have the claims of the Indenture Trustee on behalf of the Secured
      Parties allowed in such
      Proceedings(including any
      amounts due to the Indenture Trustee pursuant to Section 6.7);

     

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

     

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

     

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

     

    Any
      trustee, liquidator, receiver or similar official in any such Proceeding is
      authorized by each Noteholder and each Swap Counterparty to make payments to
      the
      Indenture Trustee and, if the Indenture Trustee consents to the making of
      payments directly to such Noteholders and such Swap Counterparty, to pay to
      the
      Indenture Trustee an amount sufficient to cover all amounts owed to the
      Indenture Trustee under Section 6.7.

     

    (b)    Except
      as provided in Section
      5.4(a)(ii), this Indenture does not authorize the Indenture Trustee to authorize
      or consent to or vote for or accept or adopt on behalf of any Noteholder or
      any
Swap Counterparty any plan
      of reorganization, arrangement, adjustment or composition
      affecting the
      Notes or the Interest Rate Swaps or the rights of any
      Noteholder or any
Swap Counterparty to
      authorize the Indenture Trustee to vote in respect of the claim of any
      Noteholder or any Swap
      Counterparty in any such Proceeding.

    


    
      
        
          
          

        

        
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    Section
      5.5  Trustee
      May
      Enforce Claims Without Possession of Notes.

     

    (a)    All
      rights of action and 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 of any of
      the Notes in any
      Proceeding relative to any of the Notes, and any such Proceeding 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 amounts owed
      to the Indenture Trustee under
      Section 6.7, will be for the benefit of the Secured Parties in respect of which
      such judgment has been recovered.

     

    (b)    In
      any Proceeding brought by the
      Indenture Trustee (and any Proceeding involving the interpretation of this Indenture to
      which the
      Indenture Trustee is a party), the Indenture Trustee will be held to represent
      all the Noteholders, and it will not be necessary to make any Noteholder a
      party
      to any such Proceeding.

     

    Section
      5.6  Remedies;
      Priorities.

     

    (a) If
      the Notes have been accelerated under
      Section 5.2(a), the Indenture Trustee may do one or more of the following
      (subject to Section 5.7), and will upon direction of a majority of the
      Controlling Class:

     

    (i)    institute
      a Proceeding in its own name
      and as trustee of an
      express trust for the collection of all amounts then payable on the Notes or
      under this Indenture with respect to the Notes, enforce any judgment obtained
      and collect from the Issuer monies adjudged due;

     

    (ii)    institute
      a Proceeding for the complete or partial
      foreclosure
      of this Indenture with respect to the Collateral;

     

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

     

    (iv)    sell
      or otherwise liquidate the
      Collateral or any portion of the Collateral or rights or interest in the
      Collateral at one or more public or private sales called and conducted in any
      manner permitted by law.

     

    The
      Indenture Trustee will notify each Noteholder, each Swap Counterparty and the
      Depositor of any sale or liquidation pursuant to Section 5.6(a)(iv) at least
      15
      days (but not less than the time required under the UCC or any other law) before
      such sale or liquidation.  Any Noteholder, any Swap Counterparty or
      the Depositor may submit a bid with respect to such sale or
      liquidation.

     

    (b)    Notwithstanding
      Section 5.6(a), the
      Indenture Trustee is prohibited from selling or otherwise liquidating the
      Collateral
      unless:

     

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

     

    (ii)    the
      Event of Default is described in
      Section 5.1(a) (iii) and:

    


    
      
        
          
          

        

        
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    (1)    the
      Noteholders representing 100% of the
      Note Balance of the Notes consent to such sale or liquidation; or

     

    (2)    the
      proceeds of such sale or liquidation
      are expected to be sufficient to pay in full all amounts owed by the Issuer
      to
      the Secured Parties
including
      all principal of
      and accrued interest on the Outstanding Notes and all payments due
      (including any Swap Termination Payments)
      under the Interest Rate
Swaps;

     

    (iii)    the
      Event of Default is described in
      Section 5.1(a) (iv) and:

     

    (1)    the
      Noteholders representing 100% of the
      Note Balance of the Controlling Class consent to such sale or liquidation; or

     

    (2)    the
      proceeds of such sale or liquidation
      are expected to be sufficient to pay in full all amounts owed by the Issuer
      to
      the Secured Parties including all principal of and accrued interest on the
      Outstanding Notes and all payments due (including any Swap
      Termination Payments)
      under the Interest Rate
Swaps;
      or

     

    (3)    the
      Indenture Trustee (A) determines
      (but will have no obligation to make such determination) that the Collateral
      will not continue to provide sufficient funds for the payment ofall
      amounts owed to the Secured Parties,
      as those payments would
      have become due if the Notes had not been declared due and payable and (B)
      obtains the consent of Noteholders of at least 66 2/3% of the Note Balance
      of
      the Controlling Class.

     

    In
      determining whether the condition specified in clause (ii)(2), (iii)(2) or
      (iii)
      (3) (A) above has been satisfied, the Indenture Trustee may, but need not,
      obtain and rely upon an opinion of a nationally recognized Independent
      investment banking firm or firm of certified public accountants as to the
      expected proceeds or as to the sufficiency of the Collateral for such
      purpose.

     

    (c)    Any
      money or property collected by the
      Indenture Trustee following the occurrence of (i) an Event of Default specified
      in Section5.1(a)(i), (ii)
      or (iv) and an acceleration of the Notes or (ii) an Event of Default specified
      in Section 5.1(a)(iii) and the sale or other liquidation of the Collateral
      pursuant to Section 5.6(a)(iv), will be deposited into the Collection Account
      for distribution
      in accordance with Section
      8.2(e) on the Payment Date following
      the Collection Period during
      which such amounts are collected.  In all other circumstances, Section
      8.2(c) will continue to apply after an Event of Default.

     

    Section
      5.7  Optional
      Preservation
      of
      the Collateral.  If
      the Notes have been accelerated under Section 5.2(a) and such declaration and
      its consequences have not been rescinded and annulled in accordance with Section
      5.2(b), the Indenture Trustee may elect to maintain possession of the
      Collateral.  It is the intention of the parties to this Indenture and
      the Noteholders that there at all times be sufficient funds for the payment
      of
      principal of and interest on the Notes and any payments due to the Swap
      Counterparties.  The Indenture Trustee will take such intention into
      account when determining whether or not to maintain possession of the
      Collateral.  In determining whether to maintain possession of the
      Collateral, the Indenture Trustee may obtain and rely upon an opinion of a
      nationally recognized Independent investment banking firm or firm of certified
      public accountants as to the feasibility of such proposed action and as to
      the
      sufficiency of the Collateral for such purpose.

     

    Section
      5.8  Limitation
      of Suits.

     

    (a)    No
      Noteholder has any right to institute
      any
      Proceeding with respect to this Indenture or for the appointment of a receiver
      or trustee, or for any other remedy under this Indenture,
      unless:

    


    
      
        
          
          

        

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

     

    (ii)    the
      Noteholders of at least 25% of the
      Note Balance of the Controlling Class have requested the Indenture Trustee
      to
      institute such Proceeding in respect of such Event of Default in its own name
      as
      Indenture Trustee under this Indenture;

     

    (iii)    such
      Noteholders have offered reasonable
      indemnity satisfactory to the Indenture Trustee against any costs, expenses,
      losses, damages, claims and liabilities that may be incurred by the Indenture
      Trustee, or its agents, counsel, accountants and experts, in
      complying with such
      request;

     

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

     

    (v)    the
      Noteholders of at least a majority
      of the Note Balance of the
      Controlling Class have not given the Indenture Trustee any direction
      inconsistent with such request during such 60 day period.

     

    (b)    No
      Noteholder has any right to affect,
      disturb or prejudice the rights of any other Noteholder or to obtain or to seek to obtain
      priority or
      preference over any other Noteholder or to enforce any right under this
      Indenture, except in the manner provided in this Indenture.

     

    (c)    If
      the Indenture Trustee receives
      conflicting requests pursuant to Section 5.8(a)(ii) from two or more
      groups of
      Noteholders, each evidencing less than a majority of the Note Balance of the
      Controlling Class, the Indenture Trustee in its sole discretion may determine
      what action, if any, will be taken.

     

    Section
      5.9  Unconditional
      Rights
      of
      Noteholders To Receive Principal and Interest.  Notwithstanding
      any other provisions in this Indenture, each Noteholder has an absolute and
      unconditional right to receive payment of the principal of and any interest
      on
      its Note on or after the respective due dates expressed in such Note or in
      this
      Indenture (or, in the case of redemption, on or after the Redemption Date)
      and
      to institute a Proceeding for the enforcement of any such payment in accordance
      with Section 5.8.  Such rights may not be impaired or affected without
      the consent of such Noteholder.

     

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

     

    Section
      5.11  Rights
      and
      Remedies Cumulative.  No
      right or remedy conferred upon or reserved to
      the Indenture Trustee
      or to the Noteholders in this Indenture is intended to be exclusive of any
      other
      right or remedy, and every right and remedy, to the extent permitted by law,
      will be cumulative and in addition to every other right and remedy given under
      this Indenture or now or hereafter existing at law or in equity or
      otherwise.  The assertion or employment of any right or remedy under
      this Indenture, or otherwise, will not prevent the concurrent assertion or
      employment of any other appropriate right or remedy.  The Indenture
      Trustee's right to seek and recover judgment on the Notes or under this
      Indenture will not be affected by the seeking, obtaining or application of
      any
      other relief under or with respect to this Indenture.  Neither the
      lien of this Indenture nor any rights or remedies of the Indenture Trustee
      or
      the Noteholders 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 Collateral or upon any of the assets of the
      Issuer.

    


    
      
        
          
          

        

        
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    Section
      5.12  Delay
      or
      Omission Not a Waiver.  No
      delay or omission of the Indenture Trustee or any Noteholder to exercise any
      right or remedy accruing upon any Default or Event of Default will impair any
      such right or remedy, or constitute a waiver of any such Default or Event of
      Default.  Every right and remedy conferred 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
      5.13  Control
      by
      Controlling Class of Noteholders.  The
      Noteholders of at least a majority of the Note Balance of the Controlling Class
      have the right to direct the time, method and place of conducting any Proceeding
      for any remedy available to the Indenture Trustee with respect to the Notes
      or
      exercising any trust or power conferred on the Indenture Trustee provided
      that:

     

    (a)    such
      direction does not conflict with
      any law or with this Indenture;

     

    (b)    except
      as provided in Section 5.6(b),
      any direction to the Indenture Trustee to sell or liquidate the Collateral
      must
      be made by Noteholders of 100% of the Note Balance of the Controlling
      Class;

     

    (c)    if
      the Indenture Trustee elects to
      retain the Collateral pursuant to Section 5.7, then any direction to the
      Indenture Trustee by Noteholders of less than 100% of the Note Balance of the
      Controlling Class to sell or liquidate the Collateral
      will be of no
      force and effect; and

     

    (d)    the
      Indenture Trustee may take any other
      action deemed proper by the Indenture Trustee that is not inconsistent with
      such
      direction from the Noteholders of at least a majority of the Note Balance of the Controlling
      Class.

     

    Notwithstanding
      the rights of Noteholders set forth in this Section 5.13, the Indenture Trustee
      need not take any action that it determines might materially adversely affect
      the rights of any Noteholders not consenting to such action.

     

    Section
      5.14  Waiver
      of
      Defaults and Events of Default.

     

    (a)    The
      Noteholders of at least a majority
      of the Note Balance of the Controlling Class may waive any Default or Event
      of
      Default and its consequences except an Event of Default (i) in the payment of principal
      of or
      interest on any of the Notes (other than an Event of Default relating to failure
      to pay principal due only by reason of acceleration) or (ii) in respect of
      a
      covenant or provision of this Indenture that cannot be amended, supplemented
      or modified without the
      consent of all Noteholders.

     

    (b)    Upon
      any such waiver, such Default or
      Event of Default will be deemed not to have occurred for every purpose of this
      Indenture.  No such waiver will extend to any other Default or
      Event of Default or impair
      any right relating to any other Default or Event of Default.

     

    Section
      5.15  Undertaking
      for Costs.  All
      parties to this Indenture agree, and each Noteholder by such Noteholder's
      acceptance of a Note will be deemed to have agreed, that a 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.  This
      Section 5.15 will not apply to (a) any suit instituted by the Indenture Trustee,
      (b) any suit instituted by any Noteholder or group of Noteholders, in each
      case
      holding in the aggregate more than 10% of the Note Balance of the Notes
      Outstanding (or in the case of a suit for the enforcement of any right or remedy
      under this Indenture that is instituted by the Controlling Class, more than
      10%
      of the Note Balance of the Controlling Class) or (c) any suit instituted by
      any
      Noteholder for the enforcement of the payment of principal of or interest on
      any
      Note on or after the respective due dates expressed in such Note and in this
      Indenture (or, in the case of redemption, on or after the Redemption
      Date).

    


    
      
        
          
          

        

        
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    Section
      5.16  Waiver
      of
      Stay or Extension Laws.  The
      Issuer covenants (to the extent that it may lawfully do so) that it will not
      insist upon, or plead or in any manner whatsoever, claim or take the benefit
      or
      advantage of, any stay or extension that may affect the covenants or the
      performance of this Indenture, and the Issuer (to the extent that it may
      lawfully do so) waives all benefit or advantage of any such law, and covenants
      that it will not hinder, delay or impede the execution of any power in this
      Indenture 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
      5.17  Performance
      and Enforcement of Certain Obligations.

     

    (a)    At
      the Administrator's
      expense, the Issuer will promptly take
      all such lawful action as the Indenture Trustee may request to (i) compel the performance
      by (1) the
      Depositor and the Servicer of their obligations to the Issuer under the Sale
      and
      Servicing Agreement, or (2) the Depositor and Ford Credit of their obligations
      under the Purchase
Agreement
      and (ii) exercise
      any and all rights,
      remedies, powers, privileges and claims lawfully available to the Issuer under
      such agreements to the extent and in the manner directed by the Indenture
      Trustee.

     

    (b)    If
      an Event of Default has occurred and
      is continu­ing, the Indenture Trustee may,and at the direction of
      the Noteholders of at least 66 2/3%
      of the Note Balance of the Controlling Class will, exercise all rights,
      remedies, powers, privileges and claims of the Issuer against (i) the Depositor
      or the Servicer under the Sale and Servicing Agreement, or (ii)
      the Depositor or
      Ford Credit under the PurchaseAgreement,
      including the right or power
      to take any action to compel or secure performance or observance by such Persons
      of their obligations to the Issuer under such agreements, and to give any consent, request,
      notice,
      direction, approval, extension or waiver under such agreements, and any right
      of
      the Issuer to take such action will be suspended.

     

    (c)    Promptly
      following a request from the
      Indenture Trustee to do so, and at the Administrator's
      expense, the Issuer will take all such
      lawful action as the Indenture Trustee may request to compel the performance
      by
      the Swap Counterparties in
      accordance with the related Interest Rate Swaps and to exercise any
      and all rights,
      remedies, powers,
      privileges and claims lawfully available to the Issuer under or in connection
      with such Interest Rate Swap to the extent and in
      the manner
      directed by the Indenture Trustee.

     

    (d)    If
      an Event of Default has occurred and
      is continuing, the Indenture Trustee may, and at the direction
      of the
      Noteholders evidencing not less than 66 2/3% of the Note Balance of the
      Outstanding Notes will, exercise all rights, remedies, powers, privileges and
      claims of the Issuer against each of the Swap Counterparties, including
      the right or power to take any action
      to compel or secure performance or observance by each Swap Counterparty of its
      obligations to the
      Issuer under the respective Interest Rate Swap, and to give any consent,
      request,
      notice, direction, approval, extension or waiver under the
      related Interest
      Rate Swap, and any right of
      the Issuer to take such action will be suspended.

     

    ARTICLE
      VI

    THE
      INDENTURE TRUSTEE

    


    
      
        
          
          

        

        
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    Section
      6.1  Duties
      of
      Indenture Trustee.

     

    (a)    If
      an Event of Default has occurred and
      is continuing, the
      Indenture Trustee will 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 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 on its part,
      the Indenture Trustee may conclusively rely, as to the truth of the statements
      and the correctness of the opinions furnished to it, upon any certificates
      or
      opinions furnished to it
      and, if required by the terms of this Indenture, conforming to the requirements
      of this Indenture, provided that the Indenture Trustee will examine any such
      certificates and opinions to determine whether or not they conform to the
      requirements
      of this
      Indenture.

     

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

     

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

     

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

     

    (iii)    the
      Indenture Trustee will not be
liable for any action
      it
      takes or omits to take in good faith in accordance with a direction received
      by
      it pursuant to Section 5.13 and 5.17(b).

     

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

     

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

     

    (f)    Every
      provision of this Indenture relating
      to the conduct
      of, affecting the liability of or affording protection to the Indenture Trustee
      is subject to this Section 6.1 and to the TIA.

     

    (g)    The
      Indenture Trustee will not be
      charged with knowledge of any Default or any Event of Default unless
      either (i) a
      Responsible Person of the Indenture Trustee has actual knowledge of such Default
      or Event of Default or (ii) notice of such Default or Event of Default has
      been
      given to the Indenture Trustee in accordance with this Indenture.

     

    Section
      6.2  Rights
      of
      Indenture Trustee.

     

    (a)    The
      Indenture Trustee may rely and will
      be protected in acting or refraining from acting upon any certificate,
      instrument, opinion, report, notice, request, direction, consent or other
      document believed by it to
      be genuine and appears on its face to be properly executed and signed or
      presented by the proper Person.  The Indenture Trustee need not
      investigate any fact or matters stated in any such document.

    


    
      
        
          
          

        

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

     

    (c)    The
      Indenture Trustee may exercise any of
      its rights or powers under this Indenture or perform any duties under this
      Indenture either directly or by or through agents or attorneys or a custodian
      or
      nominee, and the Indenture Trustee will not be responsible for
      any misconduct or negligence on the
      part of, or for the supervision of, any such agent, counsel, custodian or
      nominee appointed with due care by it under this Indenture.

     

    (d)    The
      Indenture Trustee will not be liable
      for any action it takes or omits to take in good faith
      which it believes
      to be authorized or within its rights or powers if such action or omission
      by
      the Indenture Trustee does not constitute negligence.

     

    (e)    The
      Indenture Trustee may consult with
      counsel, and the advice or opinion of counsel with respect to
      legal matters
      relating to this Indenture and the Notes will be full and complete authorization
      and protection from liability with respect to any action taken or not taken
      by
      the Indenture Trustee under this Indenture in good faith and
      in accordance with the advice or
      opinion of such counsel.

     

    (f)    The
      Indenture Trustee is under no
      obligation to (i) exercise any of the rights or powers vested in it by this
      Indenture or to expend or risk its own funds or otherwise incur financial
      liability in the
      performance of its duties under this Indenture if it has reasonable grounds
      to
      believe that repayment of funds advanced by it or adequate indemnity
      satisfactory to it against such risk or liability is not reasonably assured
      to
      it or (ii) 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 satisfactory to it from
      and against the reasonable costs, expenses, disbursements, advances
      and liabilities that might be
      incurred by the Indenture Trustee, or its agents, counsel, accountants and
      experts, in complying with such request or direction.

     

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

     

    Section
      6.4  Indenture
      Trustee's
      Disclaimer.  The
      Indenture Trustee (a) will not be responsible for, and makes no representation
      or warranty as to, the validity or adequacy of this Indenture or the Notes
      and
      (b) will not be accountable for the Issuer's use of the proceeds from the Notes,
      or responsible for any statement of the Issuer in this Indenture or in any
      document issued in connection with the sale of the Notes or in the Notes other
      than the Indenture Trustee's certificate of authentication.

     

    Section
      6.5  Notice
      of
      Defaults.  Within
      90 days after any Default under this Indenture of which the a Responsible Person
      of the Indenture Trustee has knowledge, the Indenture Trustee will mail as
      described in Section 313(c) of the TIA to each Noteholder, notice of such
      Default, unless such Default has been cured or waived, provided that (a) except
      in the case of a Default in the payment of principal of or interest on any
      Note,
      the Indenture Trustee may withhold such notice if and so long as a committee
      of
      its Responsible Persons in good faith determines that the withholding of such
      notice is in the interests of the Noteholders and (b) in the case of any Default
      specified in Section 5.1(a)(iii), the Indenture Trustee will not give notice
      to
      the Noteholders until at least 30 days after the occurrence of such
      Default.

    


    
      
        
          
          

        

        
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    Section
      6.6  Reports
      by
      Indenture Trustee.

     

    (a)    Upon
      delivery to the Indenture Trustee
      by the Servicer of the information prepared by the Servicer
      pursuant to Section
      3.4(a) of the Sale and Servicing Agreement to enable each Noteholder to prepare
      its federal and State income tax returns, the Indenture Trustee will deliver
      the
      relevant portions of such information to each Noteholder
      of record as of the most recent
      Record Date (which delivery may be made by making such information available
      to
      the Noteholders through the Indenture Trustee's
      website, which initially is located at
www.absreporting.com).

     

    (b)    On
      each Payment Date and,
      if the Class A-1 Notes are not paid in
      full prior to their Final
      Scheduled Payment Date, on
      the Final Scheduled Payment Date for the Class A-1 Notes,
      the Indenture Trustee will deliver the
      Monthly Investor Report to each Noteholder of record as of the most recent Record Date
      (which delivery
      may be made by e-mail to the e-mail addresses in the Note Register without
      need
      for confirmation of receipt or by making such report available to the
Secured Parties
through
      the Indenture
      Trustee's
      website, which initially is located at www.absreporting.com).  On
      each Payment Date
and, if the Class A-1
      Notes
      are not paid in full prior to their Final Scheduled Payment
      Date, on the Final Scheduled
      Payment Date for the Class A-1 Notes, the Indenture Trustee
      will deliver
      the Monthly Investor Report
      to the Owner Trustee (by e-mail without need for confirmation of receipt) to
      forward to the holder of the Residual Interest.

     

    (c)    If
      required by Regulation ABa nd requested by the
      Depositor or the
      Servicer, the Indenture
      Trustee will deliver to the
      Depositor, the Owner Trustee, and the Servicer on or before March 1 of each
      year, beginning March 1, 2009,
      an Officer's
      Certificate, dated as of December 31
      of the preceding calendar year, signed by a Responsible Person of the
      Indenture
      Trustee(i)to
      the effect that (A)
      a review of the Indenture
      Trustee's
      activities during the preceding
      calendar year (or, in the case of the first certificate, the portion of the
      preceding calendar year, since the Closing Date) and of its performance
      under this Indenture has
      been made under such Responsible Person's
      supervision and (B)
      to such Responsible Person's
      knowledge, based on such review, the
      Indenture Trustee has fulfilled in all material respects all of its obligations
      under this Indenture throughout such calendar year
      (or, in the
      case of the first certificate, the portion of the preceding calendar year since
      the Closing Date), or, if there has been a failure to fulfill any such
      obligation in any material respect, specifically identifying each such
      failure known to such Responsible
      Person and the nature and status of such failure and (ii) certifying to
      matters related
      to the Indenture Trustee as
      required under Form 10-K
      under the Exchange Act.  If the Issuer is not
      required to file periodic reports under the Exchange
      Act or otherwise
      required by law to file an Officer's
      Certificate of the Indenture Trustee
      as to compliance, such Officer's
      Certificate may be delivered on or
      before April 1 of each calendar year.

     

    (d)    If
      required under Regulation
      AB, the Indenture Trustee
      will:

     

    (i)    deliver
      to the Depositor, the Owner
      Trustee and the Servicer, a report, dated as of December 31 of the preceding
      calendar year, on its assessment of compliance with the applicable minimum
      servicing criteria regarding general servicing, cash
      and collection
      administration, investor remittances and reporting and pool asset administration
      during the preceding calendar year, including disclosure of any material
      instance of non-compliance identified by the Indenture Trustee, as
      required by Rule 13a-18 and 15d-18 of
      the Exchange Act and Item 1122 of Regulation AB under the Securities
      Act.

     

    (ii)    cause
      a firm of registered public
      accountants that is qualified and independent within the meaning of Rule 2-01
      of
      Regulation S-X under the
      Securities Act to deliver to the Depositor, Owner Trustee and the Servicer
      an
      attestation report that satisfies the requirements of Rule 13a-18 or Rule 15d-18
      under the Exchange Act, as applicable, on the assessment of compliance with
      servicing criteria
      with respect to the prior calendar
      year.  Such attestation report will be addressed to the board of
      directors of the Servicer and to the Depositor and Owner
      Trustee.  Such attestation report will be in accordance with Rules
      1-02(a)(3) and 2-02(g) of Regulation
      S-X under the Securities Act
      and the Exchange Act.  The firm may render other services to the
      Indenture Trustee, but the firm must indicate in each attestation report that
      it
      is qualified and independent within the meaning of Rule 2-01 of
      Regulation
      S-X under the Securities
      Act.

    


    
      
        
          
          

        

        
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    (iii)    The
      reports referred to in this Section
      6.6(d) will be delivered on before March 1 of each year, beginning March 1,
      2009 in
      a format suitable for filing with the
      Securities and Exchange Commission on EDGAR, unless
      the Issuer is not required to file
      periodic reports under the Exchange Act or any other law, in which case the
      reports will be delivered on or before April 1 of each calendar year, beginning
      April 1, 2009.

     

    Section
      6.7  Compensation
      and Indemnity.

     

    (a)    The
      Issuer will pay the Indenture
      Trustee as compensation for the Indenture Trustee's
      services under this Indenture such
      fees as have been separately agreed upon on the date of this Indenture between
      the Issuer and the Indenture Trustee.  The Indenture Trustee's
      compensation will not be limited by
      any law on compensation of a trustee of an express trust.  The Issuer
      will reimburse the Indenture Trustee for all reasonable out-of-pocket expenses
      incurred or made by the Indenture Trustee, including costs of collection, and the reasonable
      compensation, expenses and disbursements of the Indenture Trustee's
      agents, counsel, accountants and
      experts, but excluding any expenses incurred by the Indenture Trustee through
      the Indenture Trustee's
      willful misconduct, bad faith or negligence (except
      for errors
      in judgment).

     

    (b)    The
      Issuer will cause the Administrator
      to indemnify, defend and hold harmless the Indenture Trustee, and its respective
      officers, directors, employees and agents, from and against any and all
      costs, expenses, losses,
      damages, claims and liabilities (including the reasonable compensation, expenses
      and disbursements of the Indenture Trustee's
      agents, counsel, accountants and
      experts) incurred by it in connection with the administration of and the
      performance of its duties
      under this Indenture, including the costs and expenses of defending itself
      against any loss, damage, claim or liability incurred by it in connection with
      the exercise or performance of any of its powers or duties under this
      Indenture,
      but excluding any cost, expense,
      loss, damage, claim or liability (i) incurred by the Indenture Trustee through
      the Indenture Trustee's
      willful misconduct, bad faith or
      negligence (except for errors in judgment) or (ii) arising from the Indenture
      Trustee's
      breach of any of its representations
      or warranties set forth in this Indenture.

     

    (c)    Promptly
      upon receipt by the Indenture
      Trustee, or any of its officers, directors, employees and agents (each, an
      "Indemnified
      Person"),
      of notice of the
      commencement of any
      Proceeding against any such Indemnified Person, such Indemnified Person will,
      if
      a claim in respect of such Proceeding is to be made under Section 6.7(b), notify
      the Issuer and the Administrator of the commencement of such
      Proceeding.  Failure by the
      Indenture Trustee to so notify the
      Issuer and the Administrator will not relieve the Issuer or the Administrator
      of
      its obligations under this Section 6.7, provided that neither the Issuer nor
      the
      Administrator has been materially prejudiced by such failure
      to so notify and notice is given
      within 180 days of a Responsible Person of the Indenture Trustee learning of
      such Proceeding.  The Issuer, or, if Issuer so causes, the
      Administrator, may participate in and assume the defense and settlement of
      any
such
      Proceeding at its expense, and no
      settlement of such Proceeding may be made without the approval of the Issuer
      or
      the Administrator, as applicable, and such Indemnified Person, which approvals
      will not be unreasonably withheld, delayed or conditioned. After
      notice from the Issuer or the
      Administrator, as applicable, to the Indemnified Person of the intention of
      the
      Issuer or the Administrator, as applicable, to assume the defense of such
      Proceeding with counsel reasonably satisfactory to the Indemnified
      Person, and so long as the Issuer or
      the Administrator, as applicable, so assumes the defense of such Proceeding
      in a
      manner reasonably satisfactory to the Indemnified Person, neither the Issuer
      nor
      the Administrator will be liable for any legal expensesof
      counsel to the Indemnified Person
      unless there is a conflict between the interests of the Issuer or the
      Administrator, as applicable, on one hand, and an Indemnified Person, on the
      other hand, in which case the Issuer or the Administrator, will pay
      forthe
      separate counsel to the Indemnified
      Person.

    


    
      
        
          
          

        

        
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    (d)    The
      payment obligations of the Issuer
      and the Administrator, to the Indenture Trustee pursuant to this Section 6.7
      will survive the resignation or removal of the Indenture Trustee and the
      discharge of this
      Indenture.  Expenses incurred by the Indenture Trustee after the
      occurrence of a Default specified in Section 5.1(a)(iv) are intended to
      constitute expenses of administration under Title 11 of the United States Code
      or any other applicable federal or
      State bankruptcy, insolvency or
      similar law.

     

    Section
      6.8  Replacement
      of Indenture Trustee.

     

    (a)    No
      resignation or removal of the
      Indenture Trustee, and no appointment of a successor Indenture Trustee, will
      become effective until the acceptance of appointment by the successor
      Indenture
      Trustee pursuant to this Section 6.8.  Subject to the preceding
      sentence, the Indenture Trustee may resign by notifying the
      Issuer.  The Noteholders of at least a majority in Note Balance of the
      Controlling Class may remove
      the Indenture Trustee without
      cause by notifying the Indenture Trustee and the Issuer and may appoint a
      successor Indenture Trustee.

     

    (b)    The
      Issuer must remove the Indenture
      Trustee if:

     

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

     

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

     

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

     

    (iv)    the
      Indenture Trustee becomes legally
      unable to act or otherwise incapable of acting as Indenture
      Trustee.

     

    (c)    If
      the Indenture Trustee resigns or is
      removed or if a vacancy exists in the office of Indenture Trustee for any
      reason, the Issuer must appoint a successor Indenture Trustee
      promptly.

     

    (d)    Any
      successor Indenture Trustee will have
      all the rights,
      powers, duties and obligations of the Indenture Trustee under this
      Indenture.  The Issuer will continue to pay all amounts owed to the
      retiring Indenture Trustee in accordance with Section 8.2 following the retiring
      Indenture
      Trustee's
      resignation or removal until all such
      amounts are paid.  The successor Indenture Trustee will deliver a
      notice of its succession to the Secured Parties.  The
      retiring Indenture
      Trustee will promptly transfer all property held by it as Indenture Trustee to the
      successor
      Indenture Trustee.

     

    (e)    If
      a successor Indenture Trustee does
      not take office within 60 days after the retiring Indenture Trustee tenders
      its
      resignation or is removed, the retiring Indenture Trustee, the Issuer or the
      Noteholders of at least
      a
      majority in Note Balance of the Controlling Class may petition any court of
      competent jurisdiction for the appointment of a successor Indenture
      Trustee.

     

    (f)    Notwithstanding
      the replacement of the
      retiring Indenture Trustee pursuant to this Section 6.8,
      any obligations
      of the Issuer and the Administrator owing to the retiring Indenture Trustee
      under Section 6.7 up to the date of removal will continue for the benefit of
      the
      retiring Indenture Trustee.

     

    Section
      6.9  Successor
      Indenture Trustee
      by
      Merger.

    


    
      
        
          
          

        

        
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    (a)    If
      the Indenture Trustee consolidates
      with, merges or converts into, or transfers all or substantially all of its
      corporate trust business or assets to, another corporation or banking
      association, the resulting, surviving or transferee corporation or
      banking
      association will be the successor Indenture Trustee so long as such corporation
      or banking association is otherwise qualified and eligible under Section
      6.11.  The Indenture Trustee will promptly notify the Issuer, the
      Servicer
      and the Rating Agencies of any such
      transaction.

     

    (b)    If,
      at the time any such successor by
      merger, conversion or consolidation to the Indenture Trustee succeeds to the
      trusts created by this Indenture, any of the Notes have been authenticated
      but
      notdelivered, such
      successor may adopt the certificate of authentication of any predecessor
      Indenture Trustee and deliver such Notes so authenticated.  If at such
      time any of the Notes have not been authenticated, any successor to the
      Indenture Trustee may authenticate
      such Notes either in the
      name of any predecessor Indenture Trustee or in the name of such successor
      Indenture Trustee.  In all such cases, such certificates will have the
      same force and effect provided for anywhere in the Notes or in this
      Indenture
      as the certificate of the
      predecessor Indenture Trustee.

     

    Section
      6.10  Appointment
      of Separate Indenture Trustee or Co-Indenture Trustee.

     

    (a)    For
      the purpose of meeting any legal
      requirement of any jurisdiction in which any part of the Collateral
      may at the time be located,
      after delivering written notice to the Issuer and the Servicer, the Indenture
      Trustee may appoint one or more Persons to act as a separate trustee or separate
      trustees, or co-trustee or co-trustees, of all or any part of the
      Issuer,
      and to vest in such Persons, in such
      capacity and for the benefit of the Secured Parties, such title to the
      Collateral, or any part of the Collateral, and, subject to this Section 6.10,
      such rights, powers, duties and obligations as the Indenture Trustee
      may consider necessary or
      desirable.  No separate trustee or co-trustee will be required to meet
      the terms of eligibility as a successor trustee under Section 6.11 and no notice
      to Noteholders of the appointment of any separate trustee or co-trustee
      will be
      required under Section
      6.8.

     

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

     

    (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, or the Indenture Trustee
      and such separate trustee or co-trustee jointly (it being understood that such
      separate trustee or co-trustee will not be authorized to act separately
      without the Indenture Trustee
      joining in such act), except to the extent that under any law of any
      jurisdiction in which any particular act or acts are to be performed the
      Indenture Trustee will be incompetent or unqualified to perform such
      act or
      acts, in which event such rights,
      powers, duties and obligations (including the holding of title to the Collateral
      or any portion of the Collateral 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 will be personally liable by
      reason of any act or omission of any other trustee under this Indenture;
      and

     

    (iii)    the
      Indenture Trustee may 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
      appointed separate trustee and co-trustee, as effectively as if given to each
      of
      them.  Every instrument appointing any separate
      trustee or
      co-trustee will refer to this Indenture and the conditions of this Section
      6.10.  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 in such
      instrument of appointment, subject to this Indenture.  Every such
      instrument will be filed with the Indenture Trustee.

    


    
      
        
          
          

        

        
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    (d)    Any
      separate trustee or co-trustee may
      appoint the
      Indenture Trustee as its agent or attorney-in-fact with 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 anew
      or successor
      trustee.

     

    Section
      6.11  Eligibility;
      Disqualification.

     

    (a)    The
      Indenture Trustee must satisfy the
      requirements of Section 310(a) of the TIA and must comply with Section 310(b)
      of
      the TIA.  The Indenture Trustee or its parent must have a combined capital and
      surplus of at
      least $50,000,000 as set forth in its most recent annual published report of
      condition and must have a long-term debt rating of investment grade by each
      of
      the Rating Agencies or must otherwise be acceptable to each of the
      Rating Agencies.  Within
      10 days after the Indenture Trustee fails to satisfy any of the requirements
      set
      forth in this Section 6.11(a) or ceases to be a Qualified
      Institution, the
      Indenture Trustee will notify the
      Issuer and the Servicer of such failure.

     

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

     

    (c)    If
      a successor Indenture Trustee is
      appointed with respect to any of the Class A Notes, Class B Notes, Class C
      Notes
      or Class D Notes pursuant to this Section 6.11, the Issuer, the retiring
      Indenture Trustee and the successor Indenture Trustee will execute an indenture
      supplemental to this Indenture.  Such supplemental indenture will
      contain:

     

    (i)    provisions
      by which the successor
      Indenture Trustee accepts its appointment;

     

    (ii)    provisions
      necessary or desirable to
      transfer and confirm to,
      and to vest in, the successor Indenture Trustee all the rights, powers, duties
      and obligations of the retiring Indenture Trustee with respect to the Notes
      to
      which the appointment of such successor Indenture Trustee
      relates;

     

    (iii)    if
      the retiring Indenture Trustee is not
      retiring with
      respect to all of the Notes, provisions necessary or desirable to confirm that
      all the rights, powers, duties and obligations of the retiring Indenture Trustee
      with respect to the Notes as to which the retiring Indenture Trustee
      is not retiring continue to be
      vested in the Indenture Trustee; and

     

    (iv)    provisions
      necessary to provide for or
      facilitate the administration of the trusts hereunder by more than one Indenture
      Trustee.

     

    Nothing
      in this Indenture or in such supplemental indenture will constitute such
      Indenture Trustees co-trustees of the same trust and each such Indenture Trustee
      will be a trustee of a trust or trusts under this Indenture separate and apart
      from any trust or trusts under this Indenture administered by any other
      Indenture Trustee.  The indenture supplement will become effective
      upon the removal of the retiring Indenture Trustee.

    


    
      
        
          
          

        

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

     

    Section
      6.13  Audits
      of
      the Indenture Trustee.  The
      Indenture Trustee agrees that, with reasonable prior notice, it will permit
      any
      authorized representative of the Servicer or the Administrator, during the
      Indenture Trustee's normal business hours, to examine and audit the books of
      account, records, reports and other documents and materials of the Indenture
      Trustee relating to (a) the performance of the Indenture Trustee's obligations
      under this Indenture, (b) any payments of fees and expenses of the Indenture
      Trustee in connection with such performance and (c) any claim made by the
      Indenture Trustee under this Indenture.  In addition, the Indenture
      Trustee will permit such representatives to make copies and extracts of any
      such
      books and records and to discuss the same with the Indenture Trustee's officers
      and employees.  Each of the Servicer and the Administrator will, and
      will cause its authorized representatives to, hold in confidence all such
      information except to the extent disclosure may be required by law (and all
      reasonable applications for confidential treatment are unavailing) and except
      to
      the extent that the Servicer or the Administrator, as the case may be, may
      reasonably determine that such disclosure is consistent with its obligations
      under this Indenture.  The Indenture Trustee will maintain all such
      pertinent books, records, reports and other documents and materials for a period
      of 2 years after the termination of its obligations under this
      Indenture.

     

    Section
      6.14  Representations
      and Warranties of the Indenture Trustee.  The
      Indenture Trustee represents and warrants to the Issuer as of the Closing
      Date:

     

    (a)    Organization
      and Qualification.  The Indenture Trustee
      is a
      banking corporation duly organized, validly existing and in good standing under
      the laws of the State of New York.  The Indenture Trustee is
      qualified as a foreign
      banking corporation in good standing and has obtained all necessary licenses
      and
      approvals in all jurisdictions in which the ownership or lease of its properties
      or the conduct of its activities requires such qualification, license or
      approval,
      unless the failure to obtain such
      qualifications, licenses or approvals would not reasonably be expected to have
      a
      material adverse effect on the Indenture Trustee's
      ability to perform its obligations
      under this Indenture or the other Basic Documents to which it is a
      party.

     

    (b)    Power,
      Authorization and Enforceability.  The Indenture Trustee
      has
      the power and authority to execute deliver and perform the terms of this
      Indenture.  The Indenture Trustee has authorized the execution,
      delivery and performance of
      the terms of this Indenture.  This Indenture is the legal, valid and
      binding obligation of the Indenture Trustee enforceable against the Indenture
      Trustee, except as may be limited by insolvency, bankruptcy, reorganization
      or
      other laws relating to
      or affecting the enforcement of
      creditors' rights
      or by general equitable
      principles.

     

    (c)    No
      Conflicts
      and No Violation.  The execution and delivery
      by the Indenture Trustee of this Indenture, the consummation by the Indenture
      Trustee of the transactions
      contemplated by this Indenture and the compli­ance by the Indenture Trustee
      with this Indenture will not (i) violate any federal or New York State law,
      governmental rule or regulation governing the banking or trust powers of the
      Indenture Trustee or any
      judgment or order binding on it or
      (ii) conflict with, result in a breach of, or constitute (with or without notice
      or lapse of time or both) a default under its charter documents or by-laws
      or
      any indenture, mortgage, deed of trust, loan agreement, guarantee
      or similar agreement or
      instrument under which the Indenture Trustee is a debtor or guarantor or (iii)
      violate any law or, to the Indenture Trustee's
      knowledge, any order, rule, or
      regulation applicable to the Indenture Trustee of any court or of any federal or state regulatory
      body,
      administrative agency or other governmental instrumentality having jurisdiction
      over the Indenture Trustee or its properties, in each case which conflict,
      breach, default, lien, or violation would reasonably be expected to
      have a material adverse effect on the
      Indenture Trustee's
      ability to perform its obligations
      under this Indenture.

    


    
      
        
          
          

        

        
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    (d)    No
      Proceedings.  To
      the Indenture Trustee's
      knowledge, there are no proceedings or
      investigations pending or overtly threatened in writing, before any court,
      regulatory
      body, administrative agency, or other governmental instrumentality having
      jurisdiction over the Indenture Trustee or its properties: (i) asserting the
      invalidity of any of this Indenture or the Sale and Servicing Agreement
      (ii) seeking to prevent the
      issuance of the Notes or the consummation of any of the transactions
      contemplated by any of the Basic Documents, (iii) seeking any determination
      or
      ruling that would reasonably be expected to have a material adverse
      effecton
      the Indenture Trustee's
      ability to perform its obligations
      under, or the validity or enforceability of, this Indenture.

     

    (e)    Eligibility.  The
      Indenture Trustee
      satisfies the requirements of Section 310(a) of the TIAand is a Qualified
      Institution.  The
      Indenture Trustee or its parent has
      a combined capital and surplus of at least $50,000,000 as set forth in its
      most
      recent annual published report of condition.

     

    (f)    Information
      Provided by the Indenture Trustee.  The information provided
      by
      the Indenture Trustee in
      any certificate delivered by a Responsible Person of the Indenture Trustee
      is
      true and correct in all material respects.

     

    Section
      6.15  Duty
      to
      Update Disclosure.  The
      Indenture Trustee will notify and provide information, and certify such
      information in an Officer's Certificate, to the Depositor upon any event or
      condition relating to the Indenture Trustee or actions taken by the Indenture
      Trustee that (A) (i) is required to be disclosed by the Depositor under Item
      2
      (the institution of, material developments in, or termination of legal
      proceedings against The Bank of New York that are material to Noteholders)
      of
      Form 10-D under the Exchange Act within 5 days of such occurrence or (ii) the
      Depositor reasonably requests of the Indenture Trustee that the Depositor,
      in
      good faith, believes is necessary to comply with Regulation AB within 5 days
      of
      such request or (B) (i) is required to be disclosed under Item 5 (submission
      of
      matters to a vote of Noteholders) of Form 10-D under the Exchange Act within
      5
      days of a Responsible Person of the Indenture Trustee becoming aware of such
      submission, (ii) is required to be disclosed under Item 6.02 (resignation,
      removal, replacement or substitution of The Bank of New York as Indenture
      Trustee) or Item 6.04 (failure to make a distribution when required) of Form
      8-K
      under the Exchange Act within 2 days of a Responsible Person of the Indenture
      Trustee becoming aware of such occurrence or (iii) causes the information
      provided by the Indenture Trustee in any certificate delivered by a Responsible
      Person of the Indenture Trustee to be untrue or incorrect in any material
      respect or is necessary to make the statements provided by the Indenture Trustee
      in light of the circumstances in which they were made not misleading within
      5
      days of a Responsible Person of the Indenture Trustee becoming aware
      thereof.

     

    ARTICLE
      VII

    NOTEHOLDERS'
      LISTS AND REPORTS

     

    Section
      7.1  Names
      and
      Addresses of Noteholders.  If
      the Indenture Trustee is not the Note Registrar, the Issuer will furnish a
      list
      of the names and addresses of the Noteholders of any Definitive Notes to the
      Indenture Trustee (a) not more than 5 days after each Record Date, as of such
      Record Date and (b) not more than 30 days after receipt by the Issuer of a
      request from the Indenture Trustee, as of a date not more than 10 days before
      the time such list is furnished.  If the Indenture Trustee is the Note
      Registrar, the Indenture Trustee, upon the request of the Owner Trustee, will
      furnish within 10 days to the Owner Trustee a list of Noteholders of all
      Book-Entry Notes as of the date specified by the Owner Trustee.

    


    
      
        
          
          

        

        
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    Section
      7.2  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
      pursuant to Section 7.1 and the names and addresses of Noteholders received
      by
      the Indenture Trustee in its capacity as Note
      Registrar.  The
      Indenture Trustee may destroy any list
      furnished to it pursuant to Section 7.1 upon receipt of a new
      list.

     

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

     

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

     

    Section
      7.3  Reports
      by
      Issuer.

     

    (a)    The
      Issuer will:

     

    (i)    file
      with the Indenture Trustee, within
      15 days after the Issuer is
      required to file the same with the Securities and Exchange 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 Securities and Exchange
      Commission
      may prescribe) that the Issuer is
      required to file with the Securities and Exchange Commission pursuant to Section
      13 or 15(d) of the Exchange Act;

     

    (ii)    file
      with the Indenture Trustee and the
      Securities and Exchange 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 prescribed by the Securities and Exchange Commission;
      and

     

    (iii)    supply
      to the Indenture Trustee such
      information, documents and
      reports (or summaries) required to be filed by the Issuer pursuant to Section
      7.3(a)(i) and (ii) as may be required by rules and regulations prescribed by
      the
      Securities and Exchange Commission.

     

    (b)    The
      Indenture Trustee will mail as
      described in TIA Section
      313(c) to all Noteholders the information, documents and reports (or summaries)
      supplied to the Indenture Trustee pursuant to Section
      7.3(a).

     

    (c)    Unless
      the Issuer otherwise determines,
      the fiscal year of the Issuer will be the calendar year.

     

    Section
      7.4  Reports
      by
      Indenture Trustee.

     

    (a)    Within
      90 days after each April 15,
      beginning April 15, 2009,
      the Indenture Trustee will prepare and
      mail to each Noteholder a report dated as of such April 15 that complies with
      Section 313(a) of the TIA,
      but only if such report is required pursuant Section 313(a) of the
      TIA.  The Indenture Trustee will also prepare and mail to Noteholders
      any report required pursuant to Section 313(b) of the TIA.  Any report
      mailed to the Noteholders pursuant to this Section
      7.4(a) will be mailed in
      compliance with Section 313(c) of the TIA.

    


    
      
        
          
          

        

        
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    (b)    The
      Indenture Trustee will file with the
      Securities and Exchange Commission and any stock exchange on which the Notes
      are
      listed a copy of each report delivered pursuant to Section 7.4(a) at the
      time of its
      mailing to Noteholders.  The Issuer will notify the Indenture Trustee
      if and when the Notes are listed on any stock exchange.

     

    ARTICLE
      VIII

    ACCOUNTS,
      DISBURSEMENTS AND RELEASES

     

    Section
      8.1  Collection
      of Money.

     

    (a)    Except
      as otherwise provided in this
      Indenture, the Indenture Trustee may demand payment or delivery of, and will
      receive and collect, directly and without intervention or assistance of any
      fiscal agent or other intermediary, all money and other property payable
      to or receivable by the Indenture
      Trustee pursuant to this Indenture and the Sale and Servicing
      Agreement.  The Indenture Trustee will apply all such money received
      by it as provided in this Indenture and the Sale and Servicing
      Agreement.

     

    (b)    The
      Issuer, or the Administrator
      on its
      behalf, will direct each Swap Counterparty to remit
      any Net
Swap Receipts and any
Swap
      Termination
Receipts
      payable to the Issuer to the Collection
      Account; provided, however, that upon direction of the Administrator, the
Indenture Trustee may
      apply
      a part or all of any Swap
      Termination Receipts as an
      initial payment to a replacement Swap Counterparty.

     

    Section
      8.2  Trust
      Accounts; Distributions and Disbursements.

     

    (a)    On
      or before the Closing Date, the
Indenture Trustee
will
establish,
      and on and after the Closing
      Date will maintain, the
Bank
Accounts
and
      the Swap Counterparty Collateral
Account
as
      provided in Section 4.1 of the Sale
      and Servicing Agreement.

     

    (b)    On
      or before each Payment Date
and,
      if the Class A-1 Notes are not paid in full
      prior to their
      Final Scheduled
Payment
      Date, on or before the
Final
      Scheduled Payment Date
for the Class A-1
      Notes, the Indenture
      Trustee will withdraw all amounts required to be withdrawn from the Reserve
      Account and deposit them into the Collection Account
      pursuant to
      Section 4.4 of the Sale and Servicing Agreement.

     

    (c)    As
      long as the Indenture Trustee has
      received the Monthly Investor Report by the related Determination Date, the
      Indenture Trustee (based on the information contained in the most recent
      Monthly
      Investor Report) will make the following withdrawals from the Collection Account
      and make deposits and payments on each Payment Date, to the extent of Available
      Funds on deposit in the Collection Account with respect to such
      Payment Date, in the following order
      of priority (pro
      rata
to the Persons within
      each
      priority level based on the amounts due except as otherwise
      specified):

     

    (i)    
first,
      to the payment of all amounts,
      including indemnities, then due to the Indenture Trustee and the Owner Trustee
      to the
      extent not paid by the Depositor or Administrator, up to a maximum of $150,000
      per year;

     

    (ii)    second,
      to the Servicer, the Servicing
      Fee and all unpaid Servicing Fees from preceding Collection
      Periods;

     

    (iii)   third,
to
      the Swap Counterparties, any
      Net
Swap Payments
      due;

     

    (iv)   fourth,
      to the Swap Counterparties, any
Senior
Swap
      Termination Payments due;

    


    
      
        
          
          

        

        
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    (v)    fifth,
      to the Noteholders of Class A
      Notes, interest due on the Class A Notes, pro
      ratabased on the Note Balances
      of the Class A Notes as of the
      preceding Payment Date;

     

    (vi)   sixth,
      to the Principal Payment Account,
      the First Priority Principal Payment;

     

    (vii)  seventh,
      to the Noteholders of Class B
      Notes, the Accrued Note Interest for the Class B Notes;

     

    (viii) eighth,
      to the Principal Payment
      Account, the Second Priority Principal Payment;

     

    (ix)    ninth,
      to the Noteholders of Class C
      Notes, the Accrued Note Interest for the Class C Notes;

     

    (x)    tenth,
      to the Principal Payment Account,
      the Third Priority
      Principal Payment;

     

    (xi)    eleventh,
      to the Noteholders of Class D
      Notes, the Accrued Note Interest for the Class D Notes;

     

    (xii)  
twelfth,
      to the Reserve Account, the
      amount required to reinstate the amount in the Reserve Account up to the
      Specified Reserve
      Balance;

     

    (xiii)  thirteenth,
      to the Principal Payment
      Account, the Regular Principal Payment;

     

    (xiv)  fourteenth,
      to the Swap Counterparties, any
Subordinated
Swap
      Termination Payments
      due;

     

    (xv)  
fifteenth,
      to the payment of all amounts
      due to the Indenture
      Trustee and the Owner Trustee to the extent not paid by the Depositor or
      Administrator or pursuant to Section 8.2(c)(i) on such Payment Date;
      and

     

    (xvi)  sixteenth,
      to the Trust Distribution
      Account (or if the Trust Distribution Account has not been established,
      to the holder of
      the Residual Interest), any funds remaining on deposit in the Collection Account
      with respect to the Collection Period preceding such Payment
      Date.

     

    Notwithstanding
      the foregoing, if the Class A-1 Notes are not paid in full prior to their Final
      Scheduled Payment Date, as long as the Indenture Trustee has received the
      Monthly Investor Report for the Final Scheduled Payment Date in February 2009
      by
      the related Determination Date, the Indenture Trustee (based on the information
      contained in that Monthly Investor Report) will withdraw from the Collection
      Account and make payments to the Noteholders of the Class A-1 Notes the amount
      payable to such Noteholders on such Final Scheduled Payment Date.  The
      amount to be paid to the Noteholders of the Class A-1 Notes will be determined
      on a pro forma basis in accordance with the priority described above as of
      the
      Payment Date in February 2009. The Indenture Trustee will apply all other
      Available Funds on the Payment Date in February 2009 in accordance with the
      priority set forth above, giving effect to amounts paid to the Noteholders
      of
      the Class A-1 Notes on their Final Scheduled Payment Date.

    


    
      
        
          
          

        

        
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    (d)    On
      each Payment Date, the Indenture
      Trustee (based on the information contained in the most recent Monthly
      Investor Report)
(and if the Class A-1
      Notes
      are not paid in full prior to their Final Scheduled Payment Date, then solely
      with respect to clause (i) below, on the Final Scheduled Payment Date for the
      Class A-1 Notes) will
      withdraw the funds on
      deposit in the Principal Payment Account and make deposits and payments in
      the
      following order of priority, in each case, applied ratably in accordance with
      the Note Balance of the Notes of such Class:

     

    (i)        first,
      to the Noteholders of the
Class A-1 Notes in payment
      of principal until the Note Balance of the Class A-1 Notes has been reduced
      to
      zero;

     

    (ii)       second,
      to the Noteholders of the Class
      A-2 Notes
      in payment of principal until the
      Note Balance of the Class A-2 Notes has been reduced to zero;

     

    (iii)      third,
      to the Noteholders of the Class
      A-3a Notes and the Noteholders of the Class A-3b Notes, pro
      rata
based on their respective
      Note Balances, in payment of principal until the aggregate Note Balance of
      the
      Class A-3a Notes and the Class A-3b Notes has
      been reduced to
      zero;

     

    (iv)      fourth,
      to the Noteholders of the Class
      A-4 Notes in payment of principal until the Note Balance of the Class A-4 Notes
      has been reduced to zero;

     

    (v)       fifth,
      to the Noteholders of the Class B
      Notes in payment of
      principal until the Note Balance of the Class B Notes has been reduced to
      zero;

     

    (vi)      sixth,
      to the Noteholders of the Class C
      Notes in payment of principal until the Note Balance of the Class C Notes has
      been reduced to zero;

     

    (vii)     seventh,
      to the Noteholders of the Class D
      Notes in payment of principal until the Note Balance of the Class D Notes has
      been reduced to zero; and

     

    (viii)    eighth,
      to the Trust Distribution
      Account (or if the Trust Distribution Account has not been established, to the holder of
      the Residual
      Interest), any funds remaining on deposit in the Principal Payment
      Account.

     

    (e)    Notwithstanding
      anything in this
      Indenture to the contrary, if the Notes are accelerated (A) following an Event
      of Default specified in Section 5.1(a)(i), (ii)
      or (iv) or (B)
      following an Event of Default specified in Section 5.1(a)(iii) and liquidation
      of the Collateral in accordance with Section 5.6(b),
      then on each Payment Date following
      the Collection Period during which such Event of Default or liquidation occurs,
      the
      Indenture Trustee (based on the information contained in the most recent Monthly
      Investor Report) will make the following withdrawals from the Bank Accounts
      and
      make payments and distributions on each Payment Date, to the extent
      of funds on deposit in the Bank
      Accounts with respect to the Collection Period preceding such Payment Date,
      in
      the following order of priority (pro
      rata
to the Persons within
      each
      priority level based on the amounts due except as otherwise
      specified):

     

    (i)        first,
      to the payment of all amounts due
      to the Indenture Trustee and the Owner Trustee;

     

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

     

    (iii)      third,
      to the Swap Counterparties, any
      Net
Swap Payments
      due;

    


    
      
        
          
          

        

        
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    (iv)      fourth,
to
      the Swap Counterparties, any
Senior
Swap
      Termination Payments
      due;

     

    (v)       fifth,
      to the Noteholders of Class A
      Notes, interest due on the Class A Notes, pro
      rata
based on the Note Balances
      of the Class A Notes as of the preceding Payment Date;

     

    (vi)     sixth,
      to the Noteholders of the Class
      A-1 Notes in payment of principal until the Note Balance of the Class A-1 Notes
      is reduced to zero;

     

    (vii)    seventh,
      to the Noteholders of the Class
      A-2 Notes in payment of principal until the Note Balance of the Class A-2 Notes is reduced
      to
      zero;

     

    (viii)   eighth,
      to the Noteholders of the Class
      A-3a Notes and the Noteholders of the Class A-3b Notes, in payment of principal
      until the Note Balance of the Class A-3a Notes and the Class A-3b Notes is
      reduced to zero;

     

    (ix)      ninth,
      to the Noteholders of the Class
      A-4Notes,
      in payment of principal until the
      Note Balance of the Class A-4 Notes is reduced to zero;

     

    (x)       tenth,
      to the Noteholders of Class B
      Notes, the Accrued Note Interest for the Class B Notes;

     

    (xi)      eleventh,
      to the Noteholders of the
      Class B Notes in payment of principal until the Note Balance of the Class B
      Notes is reduced to zero;

     

    (xii)     twelfth,
      to the Noteholders of Class C
      Notes, the Accrued Note Interest for the Class C Notes;

     

    (xiii)    thirteenth,
      to the Noteholders of the
      Class C Notes in payment of principal until the Note Balance of the Class C
      Notes is reduced to zero;

     

    (xiv)    fourteenth,
      to the Noteholders of Class
      D Notes, the Accrued Note Interest for the Class D Notes;

     

    (xv)     fifteenth,
      to Noteholders of the Class D
      Notes in payment of principal until the Note Balance of the Class D Notes is
      reduced to zero;

     

    (xvi)    sixteenth,
      to the Swap Counterparties, any
Subordinated
Swap
      Termination Payments due;
      and

     

    (xvii)   seventeenth,
      to the Trust Distribution Account
      (or if the Trust Distribution Account has not been established, to the holder
      of
      the Residual Interest), any money or property remaining after payment in full
      of
      the amounts described in Section 8.2(e)(i) through (xvi).

     

    (f)    Each
      of (i) the subordination of
      interest payments to the Noteholders of the Class B Notes to the payment of
      principal to the Noteholders of the Class A Notes, (ii) the subordination of
      interest payments to the Noteholders of the Class C Notes to the payment of principal
      to the
      Noteholders of the Class A Notes and the Class B Notes and (iii) the
      subordination of interest payments to the Noteholders of the Class D Notes
      to
      the payment of principal to the Noteholders of the Class A Notes, the
      Class
      B Notes and the Class C Notes pursuant
      to Section 8.2(c) is deemed a subordination agreement within the meaning of
      Section 510(a) of the Bankruptcy Code.

    


    
      
        
          
          

        

        
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    Section
      8.3  General
      Provisions Regarding Bank Accounts.

     

    (a)    The
      Indenture Trustee will not be
liable by reason of any
      insufficiency in any of the Bank Accounts resulting from any loss on any
      Permitted Investment included in the Bank Accounts, except for losses
      attributable to the Indenture Trustee's
      failure to make payments on such
      Permitted Investments
      issued by the Indenture Trustee, in its commercial capacity as principal obligor
      and not as trustee.  In addition, the Indenture Trustee has no duty to
      monitor the activities of any Qualified Institution (unless such Qualified
      Institution is also the
Indenture
      Trustee) and will
      not be liable for the actions or inactions of any Qualified Institution (unless
      such Qualified Institution is also the Indenture Trustee).

     

    (b)    A
      Responsible Person of the Indenture
      Trustee will provide notice to the Qualified Institution maintaining
      the Reserve
      Account and the Collection Account (if not the Indenture Trustee) if an Event
      of
      Default has occurred and is continuing with respect to the
      Notes.

     

    Section
      8.4  Release
      of
      Collateral.

     

    (a)    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 and an Opinion of Counsel
      meeting the requirements of Section 11.1.

     

    (b)    To
      facilitate the Servicer's
      servicing of the Receivables pursuant to the
      Sale and Servicing
      Agreement, the Indenture Trustee will be deemed to release, and does release,
      and each Noteholder or Note Owner by its acceptance of a Note or a beneficial
      interest in a Note respectively acknowledges that the Indenture
      Trustee will release any and all
      liens and other rights and interests it possesses or may possess from time
      to
      time, without further action of the parties, in, to and
      under:

     

    (i)        each
      Receivable and all proceeds of such
      Receivable, effective on the date on which a Purchase
Amount
      with respect to such Receivable
      is deposited into the Collection Account;

     

    (ii)       each
      Receivable and the proceeds of such
      Receivable and the rights of Ford Credit (individually or as Servicer) under
      any
      contract or agreement for
      the sale of such Receivable in accordance with Section 3.3 of the Sale and
      Servicing Agreement, effective immediately prior to the date on which such
      contract or agreement arises (provided that the Servicer will receive and apply
      all proceeds of such
      sale in accordance with Section 3.3 of
      the Sale and Servicing Agreement); and

     

    (iii)      each
      Receivable and the proceeds of such
      Receivable, effective upon the date (if any) on which such Receivable became
      a
      Liquidated Receivable and the proceeds of a sale by auction or other
      disposition of
      the related Financed Vehicle have been received and applied.

     

    (c)    Upon
      request by the Servicer or the
      Issuer, the Indenture Trustee will execute instruments and authorize or file
      termination statements to release property from the lien of
      this Indenture or
      convey the Indenture Trustee's
      interest in the same to effect the
      transfers of Receivables permitted by Sections 8.4 or 10.1.  No party
      relying upon an instrument or authorization 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 require evidence as to the
      application of any monies.

    


    
      
        
          
          

        

        
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    (d)    The
      Indenture Trustee, at such time as
      there are no Notes
      Outstanding, all sums due from the Issuer to the Indenture Trustee pursuant
      to
      Section 6.7 have been paid in full and all payments due under the Interest
      Rate
Swaps (including any
Swap
      Termination Payments)
      have been paid in full, will release the Collateral from
      the lien of
      this Indenture and release to the Issuer or any other Person entitled to such
      funds, the funds then on deposit in the Bank Accounts under this
      Indenture.  The Indenture Trustee will release property from the lien
      of this
      Indenture pursuant to this Section
      8.4(d) only upon receipt of an Issuer Request accompanied by an
      Officer's
      Certificate and an Opinion of Counsel
      and (if required by the TIA) Independent Certificates in accordance with
      Sections 314(c) and 314(d)(1) of the TIA meeting the requirements
      of
      Section 11.1.

    


    
      
        
          
          

        

        
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    ARTICLE
      IX

    SUPPLEMENTAL
      INDENTURES

     

    Section
      9.1                Supplemental
      Indentures Without Consent of Noteholders.

     

    (a)    Without
      the consent of the Noteholders
      but with prior notice by the Issuer to the Rating Agencies, the Issuer and the
      Indenture
      Trustee (when directed by Issuer Order) may enter into one or more indentures
      supplemental to this Indenture (which will conform to the provisions of the
      Trust Indenture Act as in force at the date of the execution of any such
      indenture supplemental to this
      Indenture) for any of the following purposes:

     

    (i)        to
      correct or amplify the description of
      any property 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 additional property
      to
      the lien of this Indenture;

     

    (ii)       to
      evidence the succession, in
      compliance with this Indenture, of another Person to the Issuer, and the
      assumption by any such
      successor of the covenants of the Issuer in this Indenture and in the
      Notes;

     

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

     

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

     

    (v)       to
      cure any ambiguity, to correct or
      supplement any provision in this Indenture or in any supplemental indenture
      that
      may be inconsistent with
      any other provision in this Indenture or in any supplemental indenture or to
      add
      provisions which are not inconsistent with the provisions of this Indenture
      so
      long as such action does not materially adversely affect the interests of the
      Noteholders or the
Swap
      Counterparties;

     

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

     

    (vii)     to
      modify, eliminate or add to the
      provisions of this Indenture as necessary to effect the qualification of this
      Indenture under the TIA and to add to this Indenture
      such other
      provisions as may be required by the TIA.

     

    All
      supplemental indentures pursuant to this Section 9.1(a) will be in form
      reasonably satisfactory to the Indenture Trustee.  The Indenture
      Trustee is authorized to join in the execution of any such supplemental
      indenture and to make any further reasonably appropriate agreements and
      stipulations that may be contained in such supplemental indenture.

    


    (b)    The
      Issuer and the Indenture Trustee,
      when directed by Issuer Order, may enter, without the consent
      of any of the
      Noteholders, into an indenture or indentures supplemental to this Indenture
      for
      the purpose of adding any provisions to, or changing in any manner or
      eliminating any of the provisions of, this Indenture or of modifying
in
      any manner (other than the
      modifications set forth in Section 9.2) the rights of the Noteholders under
      this
      Indenture or for the purpose of issuing additional securities in exchange for
      all or a portion of the Residual Interest, subject to the following conditions:

    


    
      
        
          
          

        

        
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    (i)        the
      Issuer delivers, or causes the
      Administrator to deliver to the Indenture Trustee an Officer's
      Certificate to the effect that such
      amendment will not have a material adverse effect on the
      Notes;

     

    (ii)       the
      Issuer delivers an Opinion of Counsel to the
      Indenture Trustee
      to the effect that such amendment will not (A) cause any Note to be deemed
      sold
      or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer
      to
      be treated as an association or publicly traded partnership
      taxable as a corporation for U.S.
      federal income tax purposes, or (C) with respect to the issuance of additional
      securities only, adversely affect the treatment of the Notes as debt for U.S.
      federal income tax purposes;

     

    (iii)      each
      Rating Agency provides Rating Agency Confirmation
      with
      respect to such amendment; and

     

    (iv)     with
      respect to the issuance of
      additional securities only, (A)
      payments of interest on such
      additional securities on each Payment Date and on each Final Scheduled
      Payment Date
will
      be subordinate to payments of
      interest on the Notes, (B) payments of principal of such additional securities
      will be subordinate to payments of principal on the Notes and (C) either (x)
      such additional securities are registered under the Securities Act or
      (y) the Issuer delivers an Opinion of
      Counsel to the Indenture Trustee to the effect that the offer, sale and delivery
      of such additional securities do not require registration under the Securities
      Act.

     

    Section
      9.2  Supplemental
      Indentures with Consent of
      Noteholders.

     

    (a)    The
      Issuer and the Indenture Trustee,
      when directed by Issuer Order, may enter, with the consent of the Noteholders
      of
      a majority of the Note Balance of the Controlling Class, into an indenture
      or
      indentures supplemental to this Indenture for the purpose
      of adding any
      provisions to, or changing in any manner or eliminating any of the provisions
      of, this Indenture or modifying in any manner the rights of the Noteholders
      under this Indenture subject to the following conditions:

     

    (i)        the
      Issuer delivers an Opinion of
      Counsel to the Indenture Trustee to the effect that such amendment will not
      (A)
      cause any Note to be deemed sold or exchanged for purposes of Section 1001
      of
      the Code or (B) cause the Issuer to be treated as an association
      or publicly traded partnership taxable
      as a corporation for U.S. federal income tax purposes;

     

    (ii)       each
      Rating Agency provides Rating
      Agency Confirmation with respect to such amendment; and

     

    (iii)     
      such action does not
      materially adversely affect the interests of the Swap
      Counterparties.

     

    No
      such
      supplemental indenture, without the consent of each Noteholder of each
      Outstanding Note adversely affected by such supplemental indenture,
      will:

    


    (iv)     modify
      or alter Section 9.1 or this
      Section 9.2;

    


    
      
        
          
          

        

        
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    (v)       change
      (A) the Final Scheduled Payment
      Date or the date of payment of any installment of principal of or interest
      on
      any Note, (B) the principal amount of or interest rate on any Note, (C) the
      price at which the Notes may be redeemed or the percentage of the Initial Pool
      Balance at which
      the Servicer may exercise its option to purchase the
      Trust Property pursuant to Section
      8.1 of the Sale and Servicing Agreement, (D) the provisions of this Indenture
      relating to the priority of payments on the Notes or relating to the application
      of
      collections on, or the proceeds of the sale of, the Collateral to payment of
      principal of or interest on the Notes, or change any place of payment where,
      or
      the coin or currency in which, any Note or the interest on any Note
      is payable, or (E) impair the right of
      Noteholders to institute suits to enforce this Indenture;

     

    (vi)     
      reduce the percentage of the
      Note
      Balance of the Notes Outstanding or the Controlling Class required for any
      action;

     

    (vii)     modify
      or alter (A) the proviso to the definition
      of
"Outstanding"
or
      (B) the definition of "Controlling
      Class";

     

    (viii)    modify
      the calculation of the amount of
      any payment of interest or principal due on any Note on any Payment Date
or Final Scheduled Payment
      Date;
      or

     

    (ix)      
      permit the creation of any lien
      ranking prior or equal to the lien of this Indenture with respect to any part
      of
      the Collateral other than Permitted Liens, or except as permitted by this
      Indenture or the other Basic Documents, release the lien of this Indenture with respect
      to any part of
      the Collateral.

     

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

     

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

     

    Section
      9.4  Effect
      of
      Supplemental Indenture.  Upon
      the execution of any supplemental indenture pursuant to this Article IX, this
      Indenture will be modified and amended in accordance with such supplemental
      indenture, and such supplemental indenture will be part of this Indenture for
      any and all purposes.  Every Noteholder of Notes authenticated and
      delivered before or after such supplemental indenture will be bound by such
      supplemental indenture.

     

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

     

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

    


    
      
        
          
          

        

        
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    ARTICLE
      X

    REDEMPTION
      OF NOTES

     

    Section
      10.1  Redemption.

     

    (a)      The
      Notes are subject to
      redemption in whole, but
      not in part, at the direction of the Servicer on any Payment Date on which
      the
      Servicer exercises its option to purchase the
      Trust Property pursuant to Section
      8.1 of the Sale and Servicing Agreement.  After the Servicer notifies
      the Indenture Trustee that
      it will exercise its option pursuant to Section 8.1 of the Sale and Servicing
      Agreement, the Indenture Trustee will promptly notify the Noteholders and the
      Swap
      Counterparties:

     

    (i)        of
      the outstanding Note Balance of each
      Class of the Notes to be prepaid as of the most
      recent Payment
      Date and that the Notes plus accrued and unpaid interest on such Notes at the
      applicable Note Interest Rate to the Redemption Date will be paid in
      full;

     

    (ii)       of
      the place where such Notes are to be
      surrendered for final
      payment (which will be the office or agency of the Issuer maintained as provided
      in Section 3.2); and

     

    (iii)      that
      on the Redemption Date, the
      outstanding principal amount will become due and payable upon the Notes and
      that
      interest on the Notes will
      cease to accrue from and after the Redemption Date, unless the Issuer defaults
      in the payment of the Notes on the Redemption Date.

     

    (b)    The
      Issuer will cause the Servicer to
      deposit by 10:00 a.m. (New York City time) on the Business Day preceding the
      Redemption Date
(or,
      with Rating Agency
      Confirmation, on the RedemptionDate)
in
      the Collection Account the amount
      required pursuant to Section 8.1 of the Sale and Servicing Agreement, whereupon
      all such Notes will be paid in full on the Redemption Date.

     

    (c)    On
      the Redemption Date, the outstanding
      principal amount of the Notes will be due and payable and interest on the Notes
      will cease to accrue from and after the Redemption Date, unless the Issuer
      defaults in the payment of the Notes on the Redemption Date.  Upon redemption, the
      Indenture Trustee agrees to execute any and all instruments to release the
      Collateral from the lien of this Indenture and release to the Issuer or any
      other Person entitled to any funds then on deposit in the Bank Accounts
      underthis
      Indenture.

    


    
      
        
          
          

        

        
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    ARTICLE
      XI

    MISCELLANEOUS

     

    Section
      11.1  Compliance
      Certificates and Opinions, etc.

     

    (a)    In
      connection with any order or request
      by the Issuer to the Indenture Trustee to take any action under this Indenture,
      the Issuer will deliver the following documents to
      the Indenture
      Trustee (such documents, collectively, an "Issuer
      Order" or
"Issuer
      Request",
      as applicable): (i) a written order or
      a written request, respectively, signed in the name of the Issuer by any one
      of
      its Responsible Persons and
      delivered to the Indenture Trustee, (ii) an Officer's
      Certificate stating that all
      conditions precedent provided for in this Indenture relating to the proposed
      action have been complied with, (iii) to the extent required by the TIA or
      upon
      request of the Indenture
      Trustee, an Opinion of Counsel to the effect that in the opinion of such counsel
      all such conditions precedent have been complied with and (iv) (if required
      by
      the TIA) an Independent Certificate from a firm of certified public accountants
      of
      national reputation selected by the
      Issuer.  However, in the case of any such application or request as to
      which the furnishing of such documents is specifically required by this
      Indenture, no additional certificate or opinion need be
      furnished.

     

    (b)    Every
      certificate or opinion with respect
      to compliance with a condition or covenant provided for in this Indenture will
      include:

     

    (i)        a
      statement that each signatory of such
      certificate or opinion has read such covenant or condition and the definitions
      in this Indenture relating
      to such covenant or condition;

     

    (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.

     

    (c)    (i)      
      Before depositing any cash or property with the Indenture Trustee that is to
      be
      made the basis for the release of any property subject
      to the lien of
      this Indenture, the Issuer will, furnish to the Indenture Trustee (A) 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 cash or property to be so deposited and (B) 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 calendar year, as set forth in the certificates delivered
      pursuant to Section 11.1(c)(i)(A), is 10% or more of the Note Balance of the
      Notes Outstanding, but such a certificate need not be furnished
      with respect to any property or
      securities so deposited, if the fair value of such property or securities to
      the
      Issuer as set forth in the related Officer's
      Certificate is less than $25,000 or
      less than 1% of the Note Balance of the Notes Outstanding.

     

    (ii)       Whenever
      any property or securities are
      to be released from the lien of this Indenture, the Issuer will furnish to
      the
      Indenture Trustee (A) 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 ofthis
      Indenture and (B) an Independent
      Certificate as to the same matters if the fair value of the property or
      securities and of all other property, other than property as contemplated by
      Section 11.1(c)(iii), 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 Section
      11.1(c)(ii)(A) and this Section 11.1(c)(ii)(B), equals 10% or more of the Note
      Balance of the Notes Outstanding, but such certificate need
      not be furnished in the case of any
      release of property or securities, if the fair value of such property or
      securities as set forth in the related Officer's
      Certificate is less than $25,000 or
      less than 1% of the Note Balance of the Notes Outstanding.

    


    
      
        
          
          

        

        
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    (iii)      Notwithstanding
      Section 2.9 or any other
      provisions of this Section 11.1, the Issuer may, without compliance with the
      requirements of the other provisions of this Section 11.1, (A) collect,
      liquidate, sell or otherwise dispose of Receivables and Financed Vehicles in
      the ordinary course
      of its business provided that all proceeds, Recoveries and related amounts
      and
      proceeds of such dispositions are applied in accordance with the provisions
      of
      this Indenture and (B) make cash payments out of the Bank
      Accounts, in each case, as and to the
      extent permitted or required by the Basic Documents.

     

    (d)    If
      the Securities and Exchange
      Commission issues an exemptive order under Section 304(d) of the TIA modifying
      the Indenture Trustee's
      obligations under Sections 314(c) and 314(d)(1)
      of the TIA,
      the Indenture Trustee will release property from the lien of this Indenture
      only
      in accordance with the Basic Documents and the conditions and procedures set
      forth in such exemptive order.

     

    Section
      11.2  Form
      of
      Documents
      Delivered
      to Indenture Trustee.

     

    (a)    Any
      Officer's
      Certificate of a Responsible Person of
      the Issuer may be based, insofar as it relates to legal matters, upon an opinion
      of counsel, unless such officer knows, or in the exercise of reasonable care
      should know, that such
      opinion, with respect to the matters upon which such Officer's
      Certificate is based, is
      erroneous.  Any Officer's
      Certificate of a Responsible Person of
      the Issuer or opinion of counsel may be based, insofar as it relates to factual
      matters, upon an
      Officer's
      Certificate of or representation by a
      Responsible Person of the Servicer, the Depositor or the Issuer (including
      by
      the Administrator on behalf of the Issuer), stating that the information with
      respect to such factual matters is in the possession of the
      Servicer, the
      Depositor, the Issuer or the Administrator, unless such Responsible Person
      of
      the Issuer or counsel knows, or in the exercise of reasonable care should know,
      that the Officer's
      Certificate or representation with
      respect to such matters is
      erroneous.

     

    (b)    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 suchPerson, or that they
      be 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.

     

    Section
      11.3  Acts
      of
      Noteholders.

     

    (a)    Any
      request, demand, authorization,
      direction, notice, consent, waiver or other action provided by this Indenture
      to
      be given or taken by Noteholders or a specified percentage of Noteholders
      may be embodied
      in and evidenced by one or more instruments of substantially similar tenor
      signed by such Noteholders in person or by agents duly appointed in
      writing.  Except as otherwise provided in this Indenture such action
      will
      become effective when such instrument
      or instruments are delivered to the Indenture Trustee, and, if required, to
      the
      Issuer.  Such instrument or instruments (and the action embodied in
      such instrument or instruments and evidenced by such instrument or instruments)
      are sometimes referred to in
      this Indenture as the "Act
      of
      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 (subject to
      Section 6.1) conclusive in favor of the Indenture Trustee and the Issuer, if
      made in the manner provided in this Section 11.3.

     

    


    
      
        
          
          

        

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

     

    (c)    Any
      Act of Noteholders will bind the
      Noteholder of every Note issued upon the registration of such Note or in
      exchange for such Note or in lieu of such Note, in respect of anything done,
      omitted or suffered to be
      done by the Indenture Trustee or the Issuer in reliance on such Note, whether
      or
      not notation of such action is made upon such Note.

     

    Section
      11.4  Notices,
      etc., to Indenture Trustee, Issuer,
      Swap
      Counterparties and
      Rating
      Agencies.

     

    (a)    Unless
      otherwise specified in this
      Indenture, all notices, requests, demands, consents, waivers or other
      communications to or from the parties to this Indenture must be in writing
      and
      will be deemed to have been given and made:

     

    (i)        upon
      delivery or, in the case of a
      letter mailed by
      registered first class mail, postage prepaid, 3 days after deposit in the
      mail;

     

    (ii)       in
      the case of a fax, when receipt is
      confirmed by telephone, reply email or reply fax from the
      recipient;

     

    (iii)      in
      the case of an email, when receipt
      is confirmed
      by telephone or reply email from the recipient; and

     

    (iv)      in
      the case of an electronic posting to
      a password-protected website to which the recipient has been provided access,
      upon delivery of an email to such recipient stating that
      such electronic
      posting has occurred.

     

    Unless
      otherwise specified in this Indenture, any such notice, request, demand, consent
      or other communication must be delivered or addressed as set forth on Schedule
      B
      to the Sale and Servicing Agreement or at such other address as any party may
      designate by notice to the other parties.

     

    (b)    Any
      notice required or permitted to be
      mailed to a Noteholder must be sent by overnight delivery, mailed by registered
      first class mail, postage prepaid, or sent by fax, to the address
      of such
      Person as shown in the Note Register.  Any notice so mailed within the
      time prescribed in this Indenture will be conclusively presumed to have been
      duly given, whether or not the Noteholder receives such
      notice.

     

    Section
11.5              Notices
      to
      Noteholders; Waiver.

     

    (a)    Any
      notice to Noteholders will be
      sufficiently given (unless otherwise provided in this Indenture) if in writing,
      sent by overnight delivery, mailed by registered first class mail, postage
      prepaid, or sent by facsimile, to each Noteholder
      adversely
      affected by such event, at its address or facsimile number 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 thatis
      mailed in the manner provided in this
      Indenture will conclusively be presumed to have been duly
      given.

    


    
      
        
          
          

        

        
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    (b)    Where
      this Indenture provides for notice
      in any manner, such notice may be waived 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 will be filed with the
      Indenture Trustee but such filing will not be a condition precedent to the
      validity of any action taken in reliance upon such
      a waiver.

     

    (c)    In
      case, by reason of the suspension of
      regular mail service as a result of a strike, work stoppage or similar activity,
      it is impractical to mail notice of any event to Noteholders when such notice
      is
      required to be given pursuant to 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 the Rating Agencies, failure to give such notice will not affect any other rights
      or obligations
      created under this Indenture, and will not under any circumstance constitute
      a
      Default or Event of Default.

     

    Section
      11.6  Conflict
      with Trust Indenture Act.  If
      any provision of this Indenture limits, qualifies or conflicts with another
      provision of this Indenture that is required or deemed to be included in this
      Indenture by any of the provisions of the TIA, such required or deemed provision
      will control.  The provisions of Sections 310 through 317 of the TIA
      that impose duties on any Person (including the provisions automatically deemed
      included in this Indenture unless expressly excluded by this Indenture) are
      a
      part of and govern this Indenture.

     

    Section
      11.7  Benefits
      of
      Indenture.  Nothing
      in this Indenture or in the Notes, express or implied, will give to any Person,
      other than the parties to this Indenture and their successors under this
      Indenture, and the Secured Parties and any other party secured under this
      Indenture, and any other Person with an ownership interest in any part of the
      Collateral, any benefit or any legal or equitable right, remedy or claim under
      this Indenture, except that no Swap Counterparty has any right to institute
      any
      Proceeding, judicial or otherwise, with respect to enforcement of remedies
      under
      Article V of this Indenture upon the occurrence of an Event of
      Default.

     

    Section
      11.8  GOVERNING
      LAW.  THIS
      INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF NEW YORK.

     

    Section
      11.9  Submission
      to Jurisdiction.  The
      parties submit to the nonexclusive jurisdiction of the United States District
      Court for the Southern District of New York and of any New York State Court
      sitting in New York, New York for purposes of all legal proceedings arising
      out
      of or relating to this Indenture. The parties irrevocably waive, to the fullest
      extent they may do so, any objection that they may now or hereafter have to
      the
      laying of the venue of any such proceeding brought in such a court and any
      claim
      that any such proceeding brought in such a court has been brought in an
      inconvenient forum.

     

    WAIVER
      OF JURY
      TRIAL.  EACH PARTY TO THIS INDENTURE IRREVOCABLY WAIVES, TO THE
      FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY
      IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE
      TRANSACTIONS CONTEMPLATED BY THIS INDENTURE.

     

    Section
      11.10  Severability.  If
      any of the covenants, agreements or terms of this Indenture is held invalid,
      illegal or unen­forceable, then it will be deemed severable from the
      remaining covenants, agreements or terms of this Indenture and will in no way
      affect the validity, legality or enforceability of the remaining Indenture
      or of
      the Notes or the rights of the Noteholders.

    


    
      
        
          
          

        

        
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    Section
      11.11  Counterparts.  This
      Indenture may be executed in any number of counterparts.  Each
      counterpart will be an original, and all counterparts will together constitute
      one and the same Indenture.

     

    Section
      11.12  Headings.  The
      headings in this Indenture are included for convenience only and will not affect
      the meaning or interpretation of this Indenture.

     

    Section
      11.13  Recording
      of
      Indenture.  If
      this Indenture is subject to recording in any appropriate public recording
      offices, the Issuer, at its expense, will effect such recording and deliver
      an
      Opinion of Counsel to the Indenture Trustee (which may be counsel to the Issuer
      or any other counsel reasonably acceptable to the Indenture Trustee) to the
      effect that such recording is necessary either for the protection of the Secured
      Parties or any other Person secured under this Indenture or for the enforcement
      of any right or remedy granted to the Indenture Trustee under this
      Indenture.

     

    Section
      11.14  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
      with
      this Indenture or the Notes, against (i) the Indenture Trustee or the Owner
      Trustee each in its individual capacities, (ii) any holder of a beneficial
      interest in the Issuer, (iii) any partner, owner, beneficiary, agent, officer,
      director, employee or agent of the Indenture Trustee or the Owner Trustee,
      each
      in its individual capacity or (iv) any holder of a beneficial interest in the
      Owner Trustee or the Indenture Trustee, each in its individual capacity, except
      as any such Person may have agreed (it being understood that the Indenture
      Trustee and the Owner Trustee have no such obligations in their individual
      capaci­ties).  For all purposes of this Indenture, in the
      performance of any duties or obligations of the Issuer under this Indenture,
      the
      Owner Trustee will be subject to, and entitled to the benefits of, Articles
      V,
      VI and VII of the Trust Agreement.

     

    Section
      11.15  Subordination
      of Claims against the Depositor.

     

    (a)    The
      obligations of the Issuer under this
      Indenture are solely the obligations of the Issuer and do not represent any
      obligation or interest in any assets of the Depositor.  The
Indenture Trustee, by
      entering into this Indenture, and each Noteholder and Note Owner, by accepting
      a
      Note or a beneficial interest in a Note, acknowledge and agree that they have
      no
      right, title or interest in or to any Other Assets of the Depositor. 
Notwithstanding
      the preceding sentence,
      if such Indenture Trustee, Noteholder or Note Owner either (i) asserts an
      interest or claim to, or benefit from, the Other Assets, or (ii) is deemed
      to
      have any such interest, claim to, or benefit in or from the Other Assets,
      whether by operation of law,
      legal process, pursuant to insolvency laws or otherwise (including by virtue
      of
      Section 1111(b) of the Bankruptcy Code), then such Indenture Trustee, Noteholder
      or Note Owner further acknowledges and agrees that any such
      interest, claim or benefit in or from
      the Other Assets is expressly subordinated to the indefeasible payment in full
      of the other obligations and liabilities, which, under the relevant documents
      relating to the securitization or conveyance of such Other Assets,
      are entitled to be paid from,
      entitled to the benefits of, or otherwise secured by such Other Assets (whether
      or not any such entitlement or security interest is legally perfected or
      otherwise entitled to a priority of distributions or application under
      applicable law, including
      insolvency laws, and whether or not asserted against the Depositor), including
      the payment of post-petition interest on such other obligations and
      liabilities.  This subordination agree­ment is deemed a
      subordination agreement
      within the meaning of Section 510(a)
      of the Bankruptcy Code.  The Indenture Trustee, each Noteholder and
      each Note Owner further acknowledges and agrees that no adequate remedy at
      law
      exists for a breach of this Section 11.16 and this Section 11.16 maybe
      enforced by an action for specific
      performance.

     

    (b)    This
      Section 11.16 is for the third
      party benefit of those entitled to rely on this Section 11.16 and will survive
      the termination of this Indenture.

    


    
      
        
          
          

        

        
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    Section
      11.16  No
      Petition.  The
      Indenture Trustee, each Noteholder or Note Owner, by accepting a Note or a
      beneficial interest in a Note, each covenants and agrees that, before the date
      that is 1 year and 1 day after the payment in full of all securities issued
      by
      the Depositor or the Issuer, it will not institute against, or join any other
      Person in instituting against, the Depositor or the Issuer any bankruptcy,
      reorganization, arrangement, insolvency or liquidation proceedings or other
      proceedings under any federal or State bankruptcy or similar law in connection
      with any obligations relating to the Notes, this Indenture or any of the Basic
      Documents.  This Section 11.17 will survive the resignation or removal
      of the Indenture Trustee under the Indenture and the termination of this
      Indenture.

    


    
      
        
          
          

        

        
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    EXECUTED
      BY: 

     

     

    
      	 	
              FORD
                CREDIT AUTO OWNER TRUST 2008-A,

            
	 	
                as
                Issuer

            
	 	 	 
	 	 	 
	 	
              By:

            	
              U.S.
                BANK TRUST

            
	 	 	
              NATIONAL
                ASSOCIATION,

            
	 	 	
              not
                in its individual capacity but solely as Owner Trustee of Ford Credit
                Auto
                Owner Trust 2008-A

            
	 	 	 	 
	 	 	 	 
	 	 	
              By:

            	
              /s/
                Nicole Poole

            
	 	 	
              Name:   Nicole
                Poole

            
	 	 	
              Title:     Vice
                President

            
	 	 	 
	 	
              THE
                BANK OF NEW YORK,

            
	 	
                not
                in its individual capacity but solely as Indenture
                Trustee

            
	 	 	 	 
	 	 	 	 
	 	 	
              By:

            	
              /s/
                John Bobko

            
	 	 	
              Name:  John
                Bobko

            
	 	 	
              Title:    Vice
                President

            


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      A-1

     

    FORM
      OF
      CLASS A-1 NOTE

     

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

     

    THIS
      NOTE
      HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW
      OF
      ANY STATE OF THE UNITED STATES. THE HOLDER OF THIS NOTE, BY PURCHASING THIS
      NOTE, AGREES FOR THE BENEFIT OF THE ISSUER AND THE DEPOSITOR THAT THIS NOTE
      MAY
      BE SOLD, TRANSFERRED, ASSIGNED, PARTICIPATED, PLEDGED OR OTHERWISE DISPOSED
      OF
      ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY
      (I) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON
      THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN
      THE MEANING OF RULE l44A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
      ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER,
      RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR
      (II) TO THE DEPOSITOR OR ITS AFFILIATES, IN EACH CASE IN ACCORDANCE WITH ALL
      APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES AND BLUE SKY
      LAWS
      OF THE STATES OF THE UNITED STATES.

     

    EACH
      NOTE
      OWNER, BY ACCEPTING A BENEFICIAL INTEREST IN THIS NOTE, IS DEEMED TO REPRESENT
      THAT ITS PURCHASE AND HOLDING OF SUCH NOTE DOES NOT CONSTITUTE AND WILL NOT
      RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER TITLE I OF THE EMPLOYEE
      RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE
      INTERNAL REVENUE CODE OF 1986, AS AMENDED.

     

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

    


    
      
        
          
          

        

        
          A-1-1

          
            

          

        

        
          
          

        

      

    

    


    
      	
              REGISTERED

            	
              $544,000,000

            
	 	 
	
              No.
                R-1

            	
              CUSIP
                NO. 34528BAA5

            


    

    


    FORD
      CREDIT AUTO OWNER TRUST 2008-A

     

    CLASS
      A-1
      4.0176% ASSET BACKED NOTES

     

    Ford
      Credit Auto Owner Trust 2008-A, a statutory trust organized under the laws
      of
      the State of Delaware (the "Issuer"), for value
      received, promises to pay to CEDE & CO., or registered assigns, the
      principal sum of FIVE HUNDRED FORTY-FOUR MILLION DOLLARS payable on the
      fifteenth day of each calendar month, or, if any such day is not a Business
      Day,
      the next succeeding Business Day, commencing in February 2008 (each, a "Payment Date") in an
      amount equal to the aggregate amount payable to Noteholders of Class A-1 Notes
      on such Payment Date from the Principal Payment Account in respect of principal
      on the Class A-1 Notes pursuant to Section 3.1 of the Indenture, dated as of
      January 1, 2008 (the "Indenture"), between
      the Issuer and The Bank of New York, as Indenture Trustee (the "Indenture
      Trustee").  However, the entire unpaid principal amount of this
      Note will be due and payable on February 13, 2009 (or if such day is not a
      Business Day, the next succeeding Business Day) (the "Class A-1 Final
      Scheduled
      Payment Date") or the Redemption Date pursuant to Section 10.1 of the
      Indenture.  Notwithstanding the foregoing, the entire unpaid principal
      amount of the Notes will be due and payable on the date on which the Notes
      are
      declared to be immediately due and payable in the manner provided in Section
      5.2(a) of the Indenture.  All principal payments on the Class A-1
      Notes will be made ratably to the Noteholders entitled to such principal
      payments. Capitalized terms used but not otherwise defined in this Note are
      defined in Article I of the Indenture, which also contains rules as to usage
      applicable to this Note.

     

    The
      Issuer will pay interest on this Note at the rate per annum shown above on
      each
      Payment Date and on the Class A-1 Final Scheduled Payment Date until the
      principal of this Note is paid or made available for payment, on the principal
      amount of this Note outstanding on the preceding Payment Date (after giving
      effect to all payments of principal made on the preceding Payment Date), subject
      to certain limitations contained in Section 3.1 of the
      Indenture.  Interest on this Note will accrue for each Payment Date
      and for the Class A-1 Final Scheduled Payment Date from and including the
      previous Payment Date on which interest has been paid (or, in the case of the
      initial Payment Date, from and including the Closing Date) to but excluding
      such
      Payment Date or Class A-1 Final Scheduled Payment Date.  Interest will
      be computed on the basis of actual days elapsed and a 360-day year.

     

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

     

    This
      Note
      is one of a duly authorized issue of Class A-1 4.0176% Asset Backed Notes (the
      "Class A-1
      Notes") of the Issuer.  Also authorized under the Indenture are
      the Class A-2 Notes, the Class A-3a Notes, the Class A-3b Notes, the Class
      A-4
      Notes, the Class B Notes, the Class C Notes and the Class D
      Notes.  The Indenture and all indentures supplemental to the Indenture
      set forth the respective rights and obligations thereunder of the Issuer, the
      Indenture Trustee and the Noteholders.  The Notes are subject to all
      terms of the Indenture.

     

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

    


    
      
        
          
          

        

        
          A-1-2

          
            

          

        

        
          
          

        

      

    

    


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

     

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

     

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

     

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

     

    Each
      Noteholder or Note Owner, by its acceptance of a Note or, in the case of a
      Note
      Owner, a beneficial interest in a Note, covenants and agrees that no recourse
      may be taken, directly or indirectly, with respect to the obligations of the
      Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the
      Indenture or any certificate or other writing delivered in connection with
      the
      Notes and the Indenture, against (i) the Indenture Trustee or the Owner Trustee,
      each in its individual capacity, (ii) any holder of a beneficial interest in
      the
      Issuer, (iii) any partner, owner, beneficiary, agent, officer, director,
      employee or agent of the Indenture Trustee or the Owner Trustee, each in its
      individual capacity, or (iv) any holder of a beneficial interest in the Owner
      Trustee or the Indenture Trustee, each in its individual capacity, except as
      any
      such Person may have agreed.

    


    
      
        
          
          

        

        
          A-1-3

          
            

          

        

        
          
          

        

      

    

    


    The
      obligations of the Issuer under the Indenture are solely the obligations of
      the
      Issuer and do not represent any obligation or interest in any assets of the
      Depositor.  Each Noteholder and Note Owner, by its acceptance of a
      Note or a beneficial interest in a Note, acknowledges and agrees that it has
      no
      right, title or interest in or to any Other Assets of the
      Depositor.  Notwithstanding the preceding sentence, if such Noteholder
      or Note Owner either (i) asserts an interest or claim to, or benefit from,
      Other
      Assets, or (ii) is deemed to have any such interest, claim to, or benefit in
      or
      from Other Assets, whether by operation of law, legal process, pursuant to
      insolvency laws or otherwise (including by virtue of Section 1111(b) of the
      Bankruptcy Code), then such Noteholder or Note Owner further acknowledges and
      agrees that any such interest, claim or benefit in or from Other Assets is
      and
      will be expressly subordinated to the indefeasible payment in full of the other
      obligations and liabilities, which, under the relevant documents relating to
      the
      securitization or conveyance of such Other Assets, are entitled to be paid
      from,
      entitled to the benefits of, or otherwise secured by such Other Assets (whether
      or not any such entitlement or security interest is legally perfected or
      otherwise entitled to a priority of distributions or application under
      applicable law, including insolvency laws, and whether or not asserted against
      the Depositor), including the payment of post-petition interest on such other
      obligations and liabilities.

     

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

     

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

     

    The
      Issuer has entered into the Indenture and this Note is issued with the intention
      that, for federal, State, and local income and franchise tax purposes, Notes
      that are beneficially owned by a Person other than Ford Credit or its Affiliates
      will qualify as indebtedness of the Issuer secured by the
      Collateral.  Each Noteholder or Note Owner, by its acceptance of a
      Note or a beneficial interest in a Note, will be deemed to agree to treat the
      Notes for federal, State and local income, single business and franchise tax
      purposes as indebtedness of the Issuer.

     

    With
      respect to any date of determination, the Issuer, the Indenture Trustee and
      any
      agent of the Issuer or the Indenture Trustee may treat the Person in whose
      name
      this Note is registered as of such date as the owner of such Note for the
      purpose of receiving payments of principal of and any interest on such Note
      and
      for all other purposes, and none of the Issuer, the Indenture Trustee or any
      agent of the Issuer or the Indenture Trustee will recognize notice to the
      contrary.

     

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

    


    
      
        
          
          

        

        
          A-1-4

          
            

          

        

        
          
          

        

      

    

    


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

     

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

     

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

     

    THIS
      NOTE
      AND THE INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE
      LAWS
      OF THE STATE OF NEW YORK.

     

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

     

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

     

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

     

    REMAINDER
      OF THIS PAGE INTENTIONALLY LEFT BLANK.

    


    
      
        
          
          

        

        
          A-1-5

          
            

          

        

        
          
          

        

      

    

    


    The
      Issuer has caused this instrument to be signed, manually or in facsimile, by
      its
      Responsible Person, as of the date set forth below.

     

    Date:
      January___, 2008

     

    
      	 	
              FORD
                CREDIT AUTO OWNER TRUST 2008-A

            
	 	 	 
	 	 	 
	 	
              By:

            	
              U.S.
                BANK TRUST

            
	 	 	
              NATIONAL
                ASSOCIATION,

            
	 	 	
              not
                in its individual capacity but solely as Owner Trustee of Ford Credit
                Auto
                Owner Trust 2008-A

            
	 	 	 
	 	 	 
	 	
              By:

            	
               

            
	 	
              Responsible
                Person

            


    

    


    


    TRUSTEE'S
      CERTIFICATE OF AUTHENTICATION

     

    


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

     

    Date:
      January___, 2008

     

    
      	 	
              THE
                BANK OF NEW YORK,

            
	 	
              not
                in its individual capacity but solely
                as Indenture Trustee

            
	 	 	 
	 	 	 
	 	
              By:

            	
               

            
	 	 	
              Responsible
                Person

            


    

    


    
      
        
          
          

        

        
          A-1-6

          
            

          

        

        
          
          

        

      

    

    


    ASSIGNMENT

     

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

    


    


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

     

    


    
      	
               

            	 


    

    (name
      and
      address of assignee)

     

    


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

     

    


    
      	
              Dated:

            	
               

            	 	
               

            	
              */

            
	 	 	 	
              Signature
                Guaranteed

            	 
	 	 	 	 	 
	 	 	 	
              */

            	 


    

    


    


    
      	
              */

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

            


    

    


    
      
        
          
          

        

        
          A-1-7

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      A-2

     

    


    FORM
      OF
      CLASS A-2 NOTE

     

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

     

    EACH
      NOTE
      OWNER, BY ACCEPTING A BENEFICIAL INTEREST IN THIS NOTE, IS DEEMED TO REPRESENT
      THAT ITS PURCHASE AND HOLDING OF SUCH NOTE DOES NOT CONSTITUTE AND WILL NOT
      RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER TITLE I OF THE EMPLOYEE
      RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE
      INTERNAL REVENUE CODE OF 1986, AS AMENDED.

     

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

    


    
      
        
          
          

        

        
          A-2-1

          
            

          

        

        
          
          

        

      

    

    


    
      	
              REGISTERED

            	
              $710,400,000

            
	 	 
	
              No.
                R-1

            	
              CUSIP
                NO. 34528BAC1

            


    

    


    


    FORD
      CREDIT AUTO OWNER TRUST 2008-A

     

    CLASS
      A-2
      FLOATING RATE ASSET BACKED NOTES

     

    Ford
      Credit Auto Owner Trust 2008-A, a statutory trust organized under the laws
      of
      the State of Delaware (the "Issuer"), for value
      received, promises to pay to CEDE & CO., or registered assigns, the
      principal sum of SEVEN HUNDRED TEN MILLION FOUR HUNDRED THOUSAND DOLLARS payable
      on the fifteenth day of each calendar month, or, if any such day is not a
      Business Day, the next succeeding Business Day, commencing in February 2008
      (each, a "Payment
      Date") in an amount equal to the aggregate amount payable to Noteholders
      of Class A-2 Notes on such Payment Date from the Principal Payment Account
      in
      respect of principal on the Class A-2 Notes pursuant to Section 3.1 of the
      Indenture, dated as of January 1, 2008 (the "Indenture"), between
      the Issuer and The Bank of New York, as Indenture Trustee (the "Indenture
      Trustee").  However, the entire unpaid principal amount of this
      Note will be due and payable on the earlier of the July 2010 Payment Date (the
      "Class A-2 Final
      Scheduled Payment Date") or the Redemption Date pursuant to Section 10.1
      of the Indenture.  Notwithstanding the foregoing, the entire unpaid
      principal amount of the Notes will be due and payable on the date on which
      the
      Notes are declared to be immediately due and payable in the manner provided
      in
      Section 5.2(a) of the Indenture.  All principal payments on the Class
      A-2 Notes will be made ratably to the Noteholders entitled to such principal
      payments. Capitalized terms used but not otherwise defined in this Note are
      defined in Article I of the Indenture, which also contains rules as to usage
      applicable to this Note.

     

    The
      Issuer will pay interest on this Note at a rate based on LIBOR determined in
      accordance with the terms of the Indenture which rate will not be less than
      LIBOR plus 0.60% on each Payment Date until the principal of this Note is paid
      or made available for payment, on the principal amount of this Note outstanding
      on the preceding Payment Date (after giving effect to all payments of principal
      made on the preceding Payment Date), subject to certain limitations contained
      in
      Section 3.1 of the Indenture.  Interest on this Note will accrue for
      each Payment Date from and including the previous Payment Date on which interest
      has been paid (or, in the case of the initial Payment Date, from and including
      the Closing Date) to but excluding such Payment Date.  Interest will
      be computed on the basis of actual days elapsed and a 360-day year.

     

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

     

    This
      Note
      is one of a duly authorized issue of Class A-2 Floating Rate Asset Backed Notes
      (the "Class A-2
      Notes") of the Issuer.  Also authorized under the Indenture are
      the Class A-1 Notes, the Class A-3a Notes, the Class A-3b Notes, the Class
      A-4
      Notes, the Class B Notes, the Class C Notes and the Class D
      Notes.  The Indenture and all indentures supplemental to the Indenture
      set forth the respective rights and obligations thereunder of the Issuer, the
      Indenture Trustee and the Noteholders.  The Notes are subject to all
      terms of the Indenture.

    


    
      
        
          
          

        

        
          A-2-2

          
            

          

        

        
          
          

        

      

    

    


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

     

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

     

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

     

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

     

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

     

    Each
      Noteholder or Note Owner, by its acceptance of a Note or, in the case of a
      Note
      Owner, a beneficial interest in a Note, covenants and agrees that no recourse
      may be taken, directly or indirectly, with respect to the obligations of the
      Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the
      Indenture or any certificate or other writing delivered in connection with
      the
      Notes and the Indenture, against (i) the Indenture Trustee or the Owner Trustee,
      each in its individual capacity, (ii) any holder of a beneficial interest in
      the
      Issuer, (iii) any partner, owner, beneficiary, agent, officer, director,
      employee or agent of the Indenture Trustee or the Owner Trustee, each in its
      individual capacity, or (iv) any holder of a beneficial interest in the Owner
      Trustee or the Indenture Trustee, each in its individual capacity, except as
      any
      such Person may have agreed.

    


    
      
        
          
          

        

        
          A-2-3

          
            

          

        

        
          
          

        

      

    

    


    The
      obligations of the Issuer under the Indenture are solely the obligations of
      the
      Issuer and do not represent any obligation or interest in any assets of the
      Depositor.  Each Noteholder and Note Owner, by its acceptance of a
      Note or a beneficial interest in a Note, acknowledges and agrees that it has
      no
      right, title or interest in or to any Other Assets of the
      Depositor.  Notwithstanding the preceding sentence, if such Noteholder
      or Note Owner either (i) asserts an interest or claim to, or benefit from,
      Other
      Assets, or (ii) is deemed to have any such interest, claim to, or benefit in
      or
      from Other Assets, whether by operation of law, legal process, pursuant to
      insolvency laws or otherwise (including by virtue of Section 1111(b) of the
      Bankruptcy Code), then such Noteholder or Note Owner further acknowledges and
      agrees that any such interest, claim or benefit in or from Other Assets is
      and
      will be expressly subordinated to the indefeasible payment in full of the other
      obligations and liabilities, which, under the relevant documents relating to
      the
      securitization or conveyance of such Other Assets, are entitled to be paid
      from,
      entitled to the benefits of, or otherwise secured by such Other Assets (whether
      or not any such entitlement or security interest is legally perfected or
      otherwise entitled to a priority of distributions or application under
      applicable law, including insolvency laws, and whether or not asserted against
      the Depositor), including the payment of post-petition interest on such other
      obligations and liabilities.

     

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

     

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

     

    The
      Issuer has entered into the Indenture and this Note is issued with the intention
      that, for federal, State, and local income and franchise tax purposes, Notes
      that are beneficially owned by a Person other than Ford Credit or its Affiliates
      will qualify as indebtedness of the Issuer secured by the
      Collateral.  Each Noteholder or Note Owner, by its acceptance of a
      Note or a beneficial interest in a Note, will be deemed to agree to treat the
      Notes for federal, State and local income, single business and franchise tax
      purposes as indebtedness of the Issuer.

     

    With
      respect to any date of determination, the Issuer, the Indenture Trustee and
      any
      agent of the Issuer or the Indenture Trustee may treat the Person in whose
      name
      this Note is registered as of such date as the owner of such Note for the
      purpose of receiving payments of principal of and any interest on such Note
      and
      for all other purposes, and none of the Issuer, the Indenture Trustee or any
      agent of the Issuer or the Indenture Trustee will recognize notice to the
      contrary.

     

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

    


    
      
        
          
          

        

        
          A-2-4

          
            

          

        

        
          
          

        

      

    

    


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

     

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

     

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

     

    THIS
      NOTE
      AND THE INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE
      LAWS
      OF THE STATE OF NEW YORK.

     

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

     

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

     

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

     

    REMAINDER
      OF THIS PAGE INTENTIONALLY LEFT BLANK.

    


    
      
        
          
          

        

        
          A-2-5

          
            

          

        

        
          
          

        

      

    

    


    The
      Issuer has caused this instrument to be signed, manually or in facsimile, by
      its
      Responsible Person, as of the date set forth below.

     

    Date:
      January___, 2008

    


    
      	 	
              FORD
                CREDIT AUTO OWNER TRUST 2008-A

            
	 	 
	 	 	 
	 	
              By:

            	
              U.S.
                BANK TRUST

            
	 	 	
              NATIONAL
                ASSOCIATION,

            
	 	 	
              not
                in its individual capacity but solely as Owner Trustee of Ford Credit
                Auto
                Owner Trust 2008-A

            
	 	 	 
	 	 	 
	 	
              By:

            	
               

            
	 	 	
              Responsible
                Person

            


    

    


    


    TRUSTEE'S
      CERTIFICATE OF AUTHENTICATION

     

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

     

    Date:                      
      January___, 2008

     

    
      	 	
              THE
                BANK OF NEW YORK,

            
	 	
              not
                in its individual capacity but solely
                as Indenture Trustee

            
	 	 	 
	 	 	 
	 	
              By:

            	
               

            
	 	
              Responsible
                Person

            


    

    


    
      
        
          
          

        

        
          A-2-6

          
            

          

        

        
          
          

        

      

    

    


    ASSIGNMENT

     

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

     

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

     

    
      	
               

            	 


    

    (name
      and
      address of assignee)

    


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

     

    


    
      	
              Dated:

            	
               

            	 	
               

            	
              */

            
	 	 	 	
              Signature
                Guaranteed

            	 
	 	 	 	 	 
	 	 	 	
              */

            	 


    

    


    


    
      	
              */

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

            


    

    


    
      
        
          
          

        

        
          A-2-7

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      A-3a

     

    FORM
      OF
      CLASS A-3a NOTE

     

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

     

    EACH
      NOTE
      OWNER, BY ACCEPTING A BENEFICIAL INTEREST IN THIS NOTE, IS DEEMED TO REPRESENT
      THAT ITS PURCHASE AND HOLDING OF SUCH NOTE DOES NOT CONSTITUTE AND WILL NOT
      RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER TITLE I OF THE EMPLOYEE
      RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE
      INTERNAL REVENUE CODE OF 1986, AS AMENDED.

     

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

    


    
      
        
          
          

        

        
          A-3a-1

          
            

          

        

        
          
          

        

      

    

    


    
      	
              REGISTERED

            	
              $467,200,000

            
	 	 
	
              No.
                R-1

            	
              CUSIP
                NO. 34528BAD9

            


    

     

    FORD
      CREDIT AUTO OWNER TRUST 2008-A

     

    CLASS
      A-3a 3.96% ASSET BACKED NOTES

     

    Ford
      Credit Auto Owner Trust 2008-A, a statutory trust organized under the laws
      of
      the State of Delaware (the "Issuer"), for value
      received, promises to pay to CEDE & CO., or registered assigns, the
      principal sum of FOUR HUNDRED SIXTY SEVEN MILLION TWO HUNDRED THOUSAND DOLLARS
      payable on the fifteenth day of each calendar month, or, if any such day is
      not
      a Business Day, the next succeeding Business Day, commencing in February 2008
      (each, a "Payment
      Date") in an amount equal to the aggregate amount payable to Noteholders
      of Class A-3a Notes on such Payment Date from the Principal Payment Account
      in
      respect of principal on the Class A-3a Notes pursuant to Section 3.1 of the
      Indenture, dated as of January 1, 2008 (the "Indenture"), between
      the Issuer and The Bank of New York, as Indenture Trustee (the "Indenture
      Trustee").  However, the entire unpaid principal amount of this
      Note will be due and payable on the earlier of the April 2012 Payment Date
      (the
      "Class A-3a Final
      Scheduled Payment Date") or the Redemption Date pursuant to Section 10.1
      of the Indenture.  Notwithstanding the foregoing, the entire unpaid
      principal amount of the Notes will be due and payable on the date on which
      the
      Notes are declared to be immediately due and payable in the manner provided
      in
      Section 5.2(a) of the Indenture.  All principal payments on the Class
      A-3a Notes will be made ratably to the Noteholders entitled to such principal
      payments. Capitalized terms used but not otherwise defined in this Note are
      defined in Article I of the Indenture, which also contains rules as to usage
      applicable to this Note.

     

    The
      Issuer will pay interest on this Note at the rate per annum shown above on
      each
      Payment Date until the principal of this Note is paid or made available for
      payment, on the principal amount of this Note outstanding on the preceding
      Payment Date (after giving effect to all payments of principal made on the
      preceding Payment Date), subject to certain limitations contained in Section
      3.1
      of the Indenture.  Interest on this Note will accrue for each Payment
      Date from and including the 15th
      day of
      the calendar month preceding each Payment Date (or, in the case of the initial
      Payment Date, from and including the Closing Date) to but excluding the 15th
      day of
      the following calendar month.  Interest will be computed on the basis
      of a 360-day year of twelve 30-day months.

     

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

     

    This
      Note
      is one of a duly authorized issue of Class A-3a 3.96% Asset Backed Notes (the
      "Class A-3a
      Notes") the Issuer.  Also authorized under the Indenture are
      the Class A-1 Notes, the Class A-2 Notes, the Class A-3b Notes, the Class A-4
      Notes, the Class B Notes, the Class C Notes and the Class D
      Notes.  The Indenture and all indentures supplemental to the Indenture
      set forth the respective rights and obligations thereunder of the Issuer, the
      Indenture Trustee and the Noteholders.  The Notes are subject to all
      terms of the Indenture.

    


    
      
        
          
          

        

        
          A-3a-2

          
            

          

        

        
          
          

        

      

    

    


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

     

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

     

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

     

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

     

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

     

    Each
      Noteholder or Note Owner, by its acceptance of a Note or, in the case of a
      Note
      Owner, a beneficial interest in a Note, covenants and agrees that no recourse
      may be taken, directly or indirectly, with respect to the obligations of the
      Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the
      Indenture or any certificate or other writing delivered in connection with
      the
      Notes and the Indenture, against (i) the Indenture Trustee or the Owner Trustee,
      each in its individual capacity, (ii) any holder of a beneficial interest in
      the
      Issuer, (iii) any partner, owner, beneficiary, agent, officer, director,
      employee or agent of the Indenture Trustee or the Owner Trustee, each in its
      individual capacity, or (iv) any holder of a beneficial interest in the Owner
      Trustee or the Indenture Trustee, each in its individual capacity, except as
      any
      such Person may have agreed.

    


    
      
        
          
          

        

        
          A-3a-3

          
            

          

        

        
          
          

        

      

    

    


    The
      obligations of the Issuer under the Indenture are solely the obligations of
      the
      Issuer and do not represent any obligation or interest in any assets of the
      Depositor.  Each Noteholder and Note Owner, by its acceptance of a
      Note or a beneficial interest in a Note, acknowledges and agrees that it has
      no
      right, title or interest in or to any Other Assets of the
      Depositor.  Notwithstanding the preceding sentence, if such Noteholder
      or Note Owner either (i) asserts an interest or claim to, or benefit from,
      Other
      Assets, or (ii) is deemed to have any such interest, claim to, or benefit in
      or
      from Other Assets, whether by operation of law, legal process, pursuant to
      insolvency laws or otherwise (including by virtue of Section 1111(b) of the
      Bankruptcy Code), then such Noteholder or Note Owner further acknowledges and
      agrees that any such interest, claim or benefit in or from Other Assets is
      and
      will be expressly subordinated to the indefeasible payment in full of the other
      obligations and liabilities, which, under the relevant documents relating to
      the
      securitization or conveyance of such Other Assets, are entitled to be paid
      from,
      entitled to the benefits of, or otherwise secured by such Other Assets (whether
      or not any such entitlement or security interest is legally perfected or
      otherwise entitled to a priority of distributions or application under
      applicable law, including insolvency laws, and whether or not asserted against
      the Depositor), including the payment of post-petition interest on such other
      obligations and liabilities.

     

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

     

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

     

    The
      Issuer has entered into the Indenture and this Note is issued with the intention
      that, for federal, State, and local income and franchise tax purposes, Notes
      that are beneficially owned by a Person other than Ford Credit or its Affiliates
      will qualify as indebtedness of the Issuer secured by the
      Collateral.  Each Noteholder or Note Owner, by its acceptance of a
      Note or a beneficial interest in a Note, will be deemed to agree to treat the
      Notes for federal, State and local income, single business and franchise tax
      purposes as indebtedness of the Issuer.

     

    With
      respect to any date of determination, the Issuer, the Indenture Trustee and
      any
      agent of the Issuer or the Indenture Trustee may treat the Person in whose
      name
      this Note is registered as of such date as the owner of such Note for the
      purpose of receiving payments of principal of and any interest on such Note
      and
      for all other purposes, and none of the Issuer, the Indenture Trustee or any
      agent of the Issuer or the Indenture Trustee will recognize notice to the
      contrary.

     

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

    


    
      
        
          
          

        

        
          A-3a-4

          
            

          

        

        
          
          

        

      

    

    


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

     

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

     

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

     

    THIS
      NOTE
      AND THE INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE
      LAWS
      OF THE STATE OF NEW YORK.

     

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

     

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

     

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

     

    REMAINDER
      OF THIS PAGE INTENTIONALLY LEFT BLANK.

    


    
      
        
          
          

        

        
          A-3a-5

          
            

          

        

        
          
          

        

      

    

    


    The
      Issuer has caused this instrument to be signed, manually or in facsimile, by
      its
      Responsible Person, as of the date set forth below.

     

    Date:
      January___, 2008

     

    
      	 	
              FORD
                CREDIT AUTO OWNER TRUST 2008-A

            
	 	 	 
	 	 	 
	 	By:   
               U.S.
              BANK TRUST
	 	
              NATIONAL
                ASSOCIATION,

            
	 	
              not
                in its individual capacity but solely as Owner Trustee of Ford Credit
                Auto
                Owner Trust 2008-A

            
	 	 	 
	 	 	 
	 	
              By:

            	
               

            
	 	 	
              Responsible
                Person

            


    

    


    


    TRUSTEE'S
      CERTIFICATE OF AUTHENTICATION

     

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

     

    Date:
      January___, 2008

     

    


    
      	 	
              THE
                BANK OF NEW YORK,

            
	 	
              not
                in its individual capacity but solely
                as Indenture Trustee

            
	 	 	 
	 	 	 
	 	
              By:

            	
               

            
	 	 	
              Responsible
                Person

            


    

    


    
      
        
          
          

        

        
          A-3a-6

          
            

          

        

        
          
          

        

      

    

    


    ASSIGNMENT

    


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

     

    


    


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

     

     

    
    

    
      	 	 


    

    (name
      and
      address of assignee)

     

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

     

    


    


    
      	
              Dated:

            	
               

            	 	
               

            	
              */

            
	 	 	 	
              Signature
                Guaranteed

            	 
	 	 	 	 	 
	 	 	 	
              */

            	 


    

    


    


    
      	
              */

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

            


    

    


    
      
        
          
          

        

        
          A-3a-7

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      A-3b

     

    


    FORM
      OF
      CLASS A-3b NOTE

     

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

     

    EACH
      NOTE
      OWNER, BY ACCEPTING A BENEFICIAL INTEREST IN THIS NOTE, IS DEEMED TO REPRESENT
      THAT ITS PURCHASE AND HOLDING OF SUCH NOTE DOES NOT CONSTITUTE AND WILL NOT
      RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER TITLE I OF THE EMPLOYEE
      RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE
      INTERNAL REVENUE CODE OF 1986, AS AMENDED.

     

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

    


    
      
        
          
          

        

        
          A-3b-1

          
            

          

        

        
          
          

        

      

    

    


    
      	
              REGISTERED

            	
              $225,000,000

            
	 	 
	
              No.
                R-1

            	
              CUSIP
                NO. 34528BAN7

            


    

    


    


    FORD
      CREDIT AUTO OWNER TRUST 2008-A

     

    CLASS
      A-3b FLOATING RATE ASSET BACKED NOTES

     

    Ford
      Credit Auto Owner Trust 2008-A, a statutory trust organized under the laws
      of
      the State of Delaware (the "Issuer"), for value
      received, promises to pay to CEDE & CO., or registered assigns, the
      principal sum of TWO HUNDRED TWENTY FIVE MILLION DOLLARS payable on the
      fifteenth day of each calendar month, or, if any such day is not a Business
      Day,
      the next succeeding Business Day, commencing in February 2008 (each, a "Payment Date") in an
      amount equal to the aggregate amount payable to Noteholders of Class A-3b Notes
      on such Payment Date from the Principal Payment Account in respect of principal
      on the Class A-3b Notes pursuant to Section 3.1 of the Indenture, dated as
      of
      January 1, 2008 (the "Indenture"), between
      the Issuer and The Bank of New York, as Indenture Trustee (the "Indenture
      Trustee").  However, the entire unpaid principal amount of this
      Note will be due and payable on the earlier of the April 2012 Payment Date
      (the
      "Class A-3b Final
      Scheduled Payment Date") or the Redemption Date pursuant to Section 10.1
      of the Indenture.  Notwithstanding the foregoing, the entire unpaid
      principal amount of the Notes will be due and payable on the date on which
      the
      Notes are declared to be immediately due and payable in the manner provided
      in
      Section 5.2(a) of the Indenture.  All principal payments on the Class
      A-3b Notes will be made ratably to the Noteholders entitled to such principal
      payments. Capitalized terms used but not otherwise defined in this Note are
      defined in Article I of the Indenture, which also contains rules as to usage
      applicable to this Note.

     

    The
      Issuer will pay interest on this Note at a rate based on LIBOR determined in
      accordance with the terms of the Indenture which rate will not be less than
      LIBOR plus 0.80% on each Payment Date until the principal of this Note is paid
      or made available for payment, on the principal amount of this Note outstanding
      on the preceding Payment Date (after giving effect to all payments of principal
      made on the preceding Payment Date), subject to certain limitations contained
      in
      Section 3.1 of the Indenture.  Interest on this Note will accrue for
      each Payment Date from and including the previous Payment Date on which interest
      has been paid (or, in the case of the initial Payment Date, from and including
      the Closing Date) to but excluding such Payment Date.  Interest will
      be computed on the basis of actual days elapsed and a 360-day year.

     

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

     

    This
      Note
      is one of a duly authorized issue of Class A-3b Floating Rate Asset Backed
      Notes
      (the "Class A-3b
      Notes") of the Issuer.  Also authorized under the Indenture are
      the Class A-1 Notes, the Class A-2 Notes, the Class A-3a Notes, the Class A-4
      Notes, the Class B Notes, the Class C Notes and the Class D
      Notes.  The Indenture and all indentures supplemental to the Indenture
      set forth the respective rights and obligations thereunder of the Issuer, the
      Indenture Trustee and the Noteholders.  The Notes are subject to all
      terms of the Indenture.

    


    
      
        
          
          

        

        
          A-3b-2

          
            

          

        

        
          
          

        

      

    

    


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

     

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

     

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

     

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

     

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

     

    Each
      Noteholder or Note Owner, by its acceptance of a Note or, in the case of a
      Note
      Owner, a beneficial interest in a Note, covenants and agrees that no recourse
      may be taken, directly or indirectly, with respect to the obligations of the
      Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the
      Indenture or any certificate or other writing delivered in connection with
      the
      Notes and the Indenture, against (i) the Indenture Trustee or the Owner Trustee,
      each in its individual capacity, (ii) any holder of a beneficial interest in
      the
      Issuer, (iii) any partner, owner, beneficiary, agent, officer, director,
      employee or agent of the Indenture Trustee or the Owner Trustee, each in its
      individual capacity, or (iv) any holder of a beneficial interest in the Owner
      Trustee or the Indenture Trustee, each in its individual capacity, except as
      any
      such Person may have agreed.

    


    
      
        
          
          

        

        
          A-3b-3

          
            

          

        

        
          
          

        

      

    

    


    The
      obligations of the Issuer under the Indenture are solely the obligations of
      the
      Issuer and do not represent any obligation or interest in any assets of the
      Depositor.  Each Noteholder and Note Owner, by its acceptance of a
      Note or a beneficial interest in a Note, acknowledges and agrees that it has
      no
      right, title or interest in or to any Other Assets of the
      Depositor.  Notwithstanding the preceding sentence, if such Noteholder
      or Note Owner either (i) asserts an interest or claim to, or benefit from,
      Other
      Assets, or (ii) is deemed to have any such interest, claim to, or benefit in
      or
      from Other Assets, whether by operation of law, legal process, pursuant to
      insolvency laws or otherwise (including by virtue of Section 1111(b) of the
      Bankruptcy Code), then such Noteholder or Note Owner further acknowledges and
      agrees that any such interest, claim or benefit in or from Other Assets is
      and
      will be expressly subordinated to the indefeasible payment in full of the other
      obligations and liabilities, which, under the relevant documents relating to
      the
      securitization or conveyance of such Other Assets, are entitled to be paid
      from,
      entitled to the benefits of, or otherwise secured by such Other Assets (whether
      or not any such entitlement or security interest is legally perfected or
      otherwise entitled to a priority of distributions or application under
      applicable law, including insolvency laws, and whether or not asserted against
      the Depositor), including the payment of post-petition interest on such other
      obligations and liabilities.

     

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

     

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

     

    The
      Issuer has entered into the Indenture and this Note is issued with the intention
      that, for federal, State, and local income and franchise tax purposes, Notes
      that are beneficially owned by a Person other than Ford Credit or its Affiliates
      will qualify as indebtedness of the Issuer secured by the
      Collateral.  Each Noteholder or Note Owner, by its acceptance of a
      Note or a beneficial interest in a Note, will be deemed to agree to treat the
      Notes for federal, State and local income, single business and franchise tax
      purposes as indebtedness of the Issuer.

     

    With
      respect to any date of determination, the Issuer, the Indenture Trustee and
      any
      agent of the Issuer or the Indenture Trustee may treat the Person in whose
      name
      this Note is registered as of such date as the owner of such Note for the
      purpose of receiving payments of principal of and any interest on such Note
      and
      for all other purposes, and none of the Issuer, the Indenture Trustee or any
      agent of the Issuer or the Indenture Trustee will recognize notice to the
      contrary.

     

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

    


    
      
        
          
          

        

        
          A-3b-4

          
            

          

        

        
          
          

        

      

    

    


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

     

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

     

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

     

    THIS
      NOTE
      AND THE INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE
      LAWS
      OF THE STATE OF NEW YORK.

     

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

     

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

     

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

     

    REMAINDER
      OF THIS PAGE INTENTIONALLY LEFT BLANK.

    


    
      
        
          
          

        

        
          A-3b-5

          
            

          

        

        
          
          

        

      

    

    


    The
      Issuer has caused this instrument to be signed, manually or in facsimile, by
      its
      Responsible Person, as of the date set forth below.

     

    Date:
      January___, 2008

    


    
      	 	
              FORD
                CREDIT AUTO OWNER TRUST 2008-A

            
	 	 	 
	 	 	 
	 	
              By:

            	
              U.S.
                BANK TRUST

            
	 	 	
              NATIONAL
                ASSOCIATION,

            
	 	 	
              not
                in its individual capacity but solely as Owner Trustee of Ford Credit
                Auto
                Owner Trust 2008-A

            
	 	 	 
	 	 	 
	 	
              By:

            	
               

            
	 	 	
              Responsible
                Person

            


    

    


    


    TRUSTEE'S
      CERTIFICATE OF AUTHENTICATION

     

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

     

    Date:
      January___, 2008

     

    
      	 	
              THE
                BANK OF NEW YORK,

            
	 	
              not
                in its individual capacity but solely
                as Indenture Trustee

            
	 	 	 
	 	 	 
	 	
              By:

            	
               

            
	 	
              Responsible
                Person 

            


    

    


    
      
        
          
          

        

        
          A-3b-6

          
            

          

        

        
          
          

        

      

    

    


    ASSIGNMENT

     

    


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

     

    


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

     

    


    
      	
               

            	 


    

    (name
      and
      address of assignee)

    


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

     

    


    
      	
              Dated:

            	
               

            	 	
               

            	
              */

            
	 	 	 	
              Signature
                Guaranteed

            	 
	 	 	 	 	 
	 	 	 	
              */

            	 


    

    


    


    
      	
              */

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

            


    

    


    
      
        
          
          

        

        
          A-3b-7

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      A-4

     

    FORM
      OF
      CLASS A-4 NOTE

     

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

     

    EACH
      NOTE
      OWNER, BY ACCEPTING A BENEFICIAL INTEREST IN THIS NOTE, IS DEEMED TO REPRESENT
      THAT ITS PURCHASE AND HOLDING OF SUCH NOTE DOES NOT CONSTITUTE AND WILL NOT
      RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER TITLE I OF THE EMPLOYEE
      RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE
      INTERNAL REVENUE CODE OF 1986, AS AMENDED.

     

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

    


    
      
        
          
          

        

        
          A-4-1

          
            

          

        

        
          
          

        

      

    

    


    
      	
              REGISTERED

            	
              $133,500,000

            
	 	 
	
              No.
                R-1

            	
              CUSIP
                NO. 34528BAE7

            


    

    


    


    FORD
      CREDIT AUTO OWNER TRUST 2008-A

     

    CLASS
      A-4
      4.37% ASSET BACKED NOTES

     

    Ford
      Credit Auto Owner Trust 2008-A, a statutory trust organized under the laws
      of
      the State of Delaware (the "Issuer"), for value
      received, promises to pay to CEDE & CO., or registered assigns, the
      principal sum of ONE HUNDRED THIRTY THREE MILLION FIVE HUNDRED THOUSAND DOLLARS
      payable on the fifteenth day of each calendar month, or, if any such day is
      not
      a Business Day, the next succeeding Business Day, commencing in February 2008
      (each, a "Payment
      Date") in an amount equal to the aggregate amount payable to Noteholders
      of Class A-4 Notes on such Payment Date from the Principal Payment Account
      in
      respect of principal on the Class A-4 Notes pursuant to Section 3.1 of the
      Indenture, dated as of January 1, 2008 (the "Indenture"), between
      the Issuer and The Bank of New York, as Indenture Trustee (the "Indenture
      Trustee").  However, the entire unpaid principal amount of this
      Note will be due and payable on the earlier of the October 2012 Payment Date
      (the "Class A-4 Final
      Scheduled Payment Date") or the Redemption Date pursuant to Section 10.1
      of the Indenture.  Notwithstanding the foregoing, the entire unpaid
      principal amount of the Notes will be due and payable on the date on which
      the
      Notes are declared to be immediately due and payable in the manner provided
      in
      Section 5.2(a) of the Indenture.  All principal payments on the Class
      A-4 Notes will be made ratably to the Noteholders entitled to such principal
      payments. Capitalized terms used but not otherwise defined in this Note are
      defined in Article I of the Indenture, which also contains rules as to usage
      applicable to this Note.

     

    The
      Issuer will pay interest on this Note at the rate per annum shown above on
      each
      Payment Date until the principal of this Note is paid or made available for
      payment, on the principal amount of this Note outstanding on the preceding
      Payment Date (after giving effect to all payments of principal made on the
      preceding Payment Date), subject to certain limitations contained in Section
      3.1
      of the Indenture.  Interest on this Note will accrue for each Payment
      Date from and including the 15th
      day of
      the calendar month preceding each Payment Date (or, in the case of the initial
      Payment Date, from and including the Closing Date) to but excluding the 15th
      day of
      the following calendar month.  Interest will be computed on the basis
      of a 360-day year of twelve 30-day months.

     

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

     

    This
      Note
      is one of a duly authorized issue of Class A-4 4.37% Asset Backed Notes (the
      "Class A-4
      Notes") of the Issuer.  Also authorized under the Indenture are
      the Class A-1 Notes, the Class A-2 Notes, the Class A-3a Notes, the Class A-3b
      Notes, the Class B Notes, the Class C Notes and the Class D
      Notes.  The Indenture and all indentures supplemental to the Indenture
      set forth the respective rights and obligations thereunder of the Issuer, the
      Indenture Trustee and the Noteholders.  The Notes are subject to all
      terms of the Indenture.

    


    
      
        
          
          

        

        
          A-4-2

          
            

          

        

        
          
          

        

      

    

    


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

     

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

     

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

     

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

     

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

     

    Each
      Noteholder or Note Owner, by its acceptance of a Note or, in the case of a
      Note
      Owner, a beneficial interest in a Note, covenants and agrees that no recourse
      may be taken, directly or indirectly, with respect to the obligations of the
      Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the
      Indenture or any certificate or other writing delivered in connection with
      the
      Notes and the Indenture, against (i) the Indenture Trustee or the Owner Trustee,
      each in its individual capacity, (ii) any holder of a beneficial interest in
      the
      Issuer, (iii) any partner, owner, beneficiary, agent, officer, director,
      employee or agent of the Indenture Trustee or the Owner Trustee, each in its
      individual capacity, or (iv) any holder of a beneficial interest in the Owner
      Trustee or the Indenture Trustee, each in its individual capacity, except as
      any
      such Person may have agreed.

    


    
      
        
          
          

        

        
          A-4-3

          
            

          

        

        
          
          

        

      

    

    


    The
      obligations of the Issuer under the Indenture are solely the obligations of
      the
      Issuer and do not represent any obligation or interest in any assets of the
      Depositor.  Each Noteholder and Note Owner, by its acceptance of a
      Note or a beneficial interest in a Note, acknowledges and agrees that it has
      no
      right, title or interest in or to any Other Assets of the
      Depositor.  Notwithstanding the preceding sentence, if such Noteholder
      or Note Owner either (i) asserts an interest or claim to, or benefit from,
      Other
      Assets, or (ii) is deemed to have any such interest, claim to, or benefit in
      or
      from Other Assets, whether by operation of law, legal process, pursuant to
      insolvency laws or otherwise (including by virtue of Section 1111(b) of the
      Bankruptcy Code), then such Noteholder or Note Owner further acknowledges and
      agrees that any such interest, claim or benefit in or from Other Assets is
      and
      will be expressly subordinated to the indefeasible payment in full of the other
      obligations and liabilities, which, under the relevant documents relating to
      the
      securitization or conveyance of such Other Assets, are entitled to be paid
      from,
      entitled to the benefits of, or otherwise secured by such Other Assets (whether
      or not any such entitlement or security interest is legally perfected or
      otherwise entitled to a priority of distributions or application under
      applicable law, including insolvency laws, and whether or not asserted against
      the Depositor), including the payment of post-petition interest on such other
      obligations and liabilities.

     

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

     

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

     

    The
      Issuer has entered into the Indenture and this Note is issued with the intention
      that, for federal, State, and local income and franchise tax purposes, Notes
      that are beneficially owned by a Person other than Ford Credit or its Affiliates
      will qualify as indebtedness of the Issuer secured by the
      Collateral.  Each Noteholder or Note Owner, by its acceptance of a
      Note or a beneficial interest in a Note, will be deemed to agree to treat the
      Notes for federal, State and local income, single business and franchise tax
      purposes as indebtedness of the Issuer.

     

    With
      respect to any date of determination, the Issuer, the Indenture Trustee and
      any
      agent of the Issuer or the Indenture Trustee may treat the Person in whose
      name
      this Note is registered as of such date as the owner of such Note for the
      purpose of receiving payments of principal of and any interest on such Note
      and
      for all other purposes, and none of the Issuer, the Indenture Trustee or any
      agent of the Issuer or the Indenture Trustee will recognize notice to the
      contrary.

     

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

    


    
      
        
          
          

        

        
          A-4-4

          
            

          

        

        
          
          

        

      

    

    


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

     

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

     

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

     

    THIS
      NOTE
      AND THE INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE
      LAWS
      OF THE STATE OF NEW YORK.

     

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

     

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

     

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

     

    REMAINDER
      OF THIS PAGE INTENTIONALLY LEFT BLANK.

    


    
      
        
          
          

        

        
          A-4-5

          
            

          

        

        
          
          

        

      

    

    


    The
      Issuer has caused this instrument to be signed, manually or in facsimile, by
      its
      Responsible Person, as of the date set forth below.

     

    Date:
      January___, 2008

     

    
      	 	
              FORD
                CREDIT AUTO OWNER TRUST 2008-A

            
	 	 	 
	 	 	 
	 	
              By:

            	
              U.S.
                BANK TRUST

            
	 	 	
              NATIONAL
                ASSOCIATION,

            
	 	 	
              not
                in its individual capacity but solely as Owner Trustee of Ford Credit
                Auto
                Owner Trust 2008-A

            
	 	 	 
	 	 	 
	 	
              By:

            	
               

            
	 	 	
              Responsible
                Person

            


    

    


    


    TRUSTEE'S
      CERTIFICATE OF AUTHENTICATION

     

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

     

    Date:
      January___, 2008

     

    
      	 	
              THE
                BANK OF NEW YORK,

            
	 	
              not
                in its individual capacity but solely
                as Indenture Trustee

            
	 	 	 
	 	 	 
	 	
              By:

            	
               

            
	 	
              Responsible
                Person

            


    

     

    
      
        
          
          

        

        
          A-4-6

          
            

          

        

        
          
          

        

      

    

    


    ASSIGNMENT

     

    


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

     

    


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

     

    
      	
               

            	 


    

    (name
      and
      address of assignee)

     

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

     

    


    


    
      	
              Dated:

            	
               

            	 	
               

            	
              */

            
	 	 	 	
              Signature
                Guaranteed

            	 
	 	 	 	 	 
	 	 	 	
              */

            	 


    

    


    


    
      	
              */

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

            


    

    


    
      
        
          
          

        

        
          A-4-7

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      B

     

    


    FORM
      OF
      CLASS B NOTE

     

    THIS
      NOTE
      HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW
      OF
      ANY STATE OF THE UNITED STATES. THE HOLDER OF THIS NOTE, BY PURCHASING THIS
      NOTE, AGREES FOR THE BENEFIT OF THE ISSUER AND THE DEPOSITOR THAT THIS NOTE
      MAY
      BE SOLD, TRANSFERRED, ASSIGNED, PARTICIPATED, PLEDGED OR OTHERWISE DISPOSED
      OF
      ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY
      (I) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON
      THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN
      THE MEANING OF RULE l44A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
      ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER,
      RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR
      (II) TO THE DEPOSITOR OR ITS AFFILIATES, IN EACH CASE IN ACCORDANCE WITH ALL
      APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES AND BLUE SKY
      LAWS
      OF THE STATES OF THE UNITED STATES.

     

    EACH
      NOTEHOLDER, BY ACCEPTING THIS NOTE, IS DEEMED TO REPRESENT THAT ITS PURCHASE
      AND
      HOLDING OF SUCH NOTE DOES NOT CONSTITUTE AND WILL NOT RESULT IN A NON-EXEMPT
      PROHIBITED TRANSACTION UNDER TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
      AS AMENDED.

     

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

    


    
      
        
          
          

        

        
          B-1

          
            

          

        

        
          
          

        

      

    

    


    $[65,700,000]

    


    
      	
              No.
                R-[  ]

            	
              CUSIP
                NO. 34528BAG2

            


    

    


    FORD
      CREDIT AUTO OWNER TRUST 2008-A

     

    CLASS
      B
      5.33% ASSET BACKED NOTES

     

    Ford
      Credit Auto Owner Trust 2008-A, a statutory trust organized under the laws
      of
      the State of Delaware (the "Issuer"), for value
      received, promises to pay to
      [                           ],
      or registered assigns, the principal sum of [SIXTY FIVE MILLION SEVEN HUNDRED
      THOUSAND] DOLLARS payable on the fifteenth day of each calendar month, or,
      if
      any such day is not a Business Day, the next succeeding Business Day, commencing
      in February 2008 (each, a "Payment Date") in an
      amount equal to the aggregate amount payable to Noteholders of Class B Notes
      on
      such Payment Date from the Principal Payment Account in respect of principal
      on
      the Class B Notes pursuant to Section 3.1 of the Indenture, dated as of January
      1, 2008 (the "Indenture"), between
      the Issuer and The Bank of New York, as Indenture Trustee (the "Indenture
      Trustee").  However, the entire unpaid principal amount of this
      Note will be due and payable on the earlier of the February 2013 Payment Date
      (the "Class B Final
      Scheduled Payment Date") or the Redemption Date pursuant to Section 10.1
      of the Indenture.  Notwithstanding the foregoing, the entire unpaid
      principal amount of the Notes will be due and payable on the date on which
      the
      Notes are declared to be immediately due and payable in the manner provided
      in
      Section 5.2(a) of the Indenture.  All principal payments on the Class
      B Notes will be made ratably to the Noteholders entitled to such principal
      payments. Capitalized terms used but not otherwise defined in this Note are
      defined in Article I of the Indenture, which also contains rules as to usage
      applicable to this Note.

     

    The
      Issuer will pay interest on this Note at the rate per annum shown above on
      each
      Payment Date until the principal of this Note is paid or made available for
      payment, on the principal amount of this Note outstanding on the preceding
      Payment Date (after giving effect to all payments of principal made on the
      preceding Payment Date), subject to certain limitations contained in Section
      3.1
      of the Indenture.  Interest on this Note will accrue for each Payment
      Date from and including the 15th
      day of
      the calendar month preceding each Payment Date (or, in the case of the initial
      Payment Date, from and including the Closing Date) to but excluding the 15th
      day of
      the following calendar month.  Interest will be computed on the basis
      of a 360-day year of twelve 30-day months.

     

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

     

    This
      Note
      is one of a duly authorized issue of Class B 5.33% Asset Backed Notes (the
      "Class
      B Notes") of the Issuer.  Also authorized under the
      Indenture are the Class A-1 Notes, the Class A-2 Notes, the Class A-3a Notes,
      the Class A-3b Notes, the Class A-4 Notes, the Class C Notes and the Class
      D
      Notes.  The Indenture and all indentures supplemental to the Indenture
      set forth the respective rights and obligations thereunder of the Issuer, the
      Indenture Trustee and the Noteholders.  The Notes are subject to all
      terms of the Indenture.

     

    The
      Class
      B Notes are and will be equally and ratably secured by the collateral pledged
      as
      security therefore as provided in the Indenture.  The Class B Notes
      are subordinated in right of payment to the Class A Notes and to certain amounts
      payable to the Swap Counterparties pursuant to the Interest Rate Swaps as and
      to
      the extent provided in the Indenture.

    


    
      
        
          
          

        

        
          B-2

          
            

          

        

        
          
          

        

      

    

    


    Payments
      of interest on this Note on each Payment Date, together with any installment
      of
      principal to the extent not in full payment of this Note, will be made to the
      Registered Noteholder of this Note either by wire transfer in immediately
      available funds, to the account of such Noteholder at a bank or other entity
      having appropriate facilities for such wire transfer, if such Noteholder has
      provided to the Note Registrar appropriate written instructions at least 5
      Business Days before such Payment Date and such Noteholder's Notes in the
      aggregate evidence a denomination of not less than $1,000,000, or, if not,
      by
      check mailed first class mail, postage prepaid, to such Registered Noteholder's
      address as it appears on the Note Register on each Record Date.  Such
      payments will be made without requiring that this Note be submitted for notation
      of payment.  Any reduction in the principal amount of this Note
      effected by any payments made on any Payment Date will be binding upon all
      future Noteholders of this Note and of any Note issued upon the registration
      of
      transfer of this Note or in exchange of this Note or in lieu of this Note,
      whether or not noted on this Note.  If funds are expected to be
      available for payment in full of the then remaining unpaid principal amount
      of
      this Note on a Payment Date, then the Indenture Trustee, in the name of and
      on
      behalf of the Issuer, will notify the Registered Noteholder of this Note as
      of
      the preceding Record Date by notice mailed or transmitted by facsimile before
      such Payment Date, and the amount then due and payable will be payable only
      upon
      presentation and surrender of this Note at the Indenture Trustee's Corporate
      Trust Office or at the office of the Indenture Trustee's agent appointed for
      such purposes located in The City of New York.

     

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

     

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

     

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

     

    Each
      Noteholder, by its acceptance of a Note, covenants and agrees that no recourse
      may be taken, directly or indirectly, with respect to the obligations of the
      Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the
      Indenture or any certificate or other writing delivered in connection with
      the
      Notes and the Indenture, against (i) the Indenture Trustee or the Owner Trustee,
      each in its individual capacity, (ii) any holder of a beneficial interest in
      the
      Issuer, (iii) any partner, owner, beneficiary, agent, officer, director,
      employee or agent of the Indenture Trustee or the Owner Trustee, each in its
      individual capacity, or (iv) any holder of a beneficial interest in the Owner
      Trustee or the Indenture Trustee, each in its individual capacity, except as
      any
      such Person may have agreed.

    


    
      
        
          
          

        

        
          B-3

          
            

          

        

        
          
          

        

      

    

    


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

     

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

     

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

     

    The
      Issuer has entered into the Indenture and this Note is issued with the intention
      that, for federal, State, and local income and franchise tax purposes, Notes
      that are owned by a Person other than Ford Credit or its Affiliates will qualify
      as indebtedness of the Issuer secured by the Collateral.  Each
      Noteholder, by its acceptance of a Note, will be deemed to agree to treat the
      Notes for federal, State and local income, single business and franchise tax
      purposes as indebtedness of the Issuer.

     

    With
      respect to any date of determination, the Issuer, the Indenture Trustee and
      any
      agent of the Issuer or the Indenture Trustee may treat the Person in whose
      name
      this Note is registered as of such date as the owner of such Note for the
      purpose of receiving payments of principal of and any interest on such Note
      and
      for all other purposes, and none of the Issuer, the Indenture Trustee or any
      agent of the Issuer or the Indenture Trustee will recognize notice to the
      contrary.

     

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

    


    
      
        
          
          

        

        
          B-4

          
            

          

        

        
          
          

        

      

    

    


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

     

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

     

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

     

    THIS
      NOTE
      AND THE INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE
      LAWS
      OF THE STATE OF NEW YORK.

     

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

     

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

     

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

     

    REMAINDER
      OF THIS PAGE INTENTIONALLY LEFT BLANK.

    


    
      
        
          
          

        

        
          B-5

          
            

          

        

        
          
          

        

      

    

    


    The
      Issuer has caused this instrument to be signed, manually or in facsimile, by
      its
      Responsible Person, as of the date set forth below.

     

    Date:
      [                ]

     

    
      	 	
              FORD
                CREDIT AUTO OWNER TRUST 2008-A

            
	 	 	 
	 	 	 
	 	
              By:

            	
              U.S.
                BANK TRUST

            
	 	 	
              NATIONAL
                ASSOCIATION

            
	 	 	
              not
                in its individual capacity but solely as Owner Trustee of Ford Credit
                Auto
                Owner Trust 2008-A

            
	 	 	 
	 	 	 
	 	
              By:

            	
               

            
	 	 	
              Responsible
                Person

            


    

    


    


    TRUSTEE'S
      CERTIFICATE OF AUTHENTICATION

     

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

     

    Date:
      [                ]

     

    
      	 	
              THE
                BANK OF NEW YORK,

            
	
              s

            	
              not
                in its individual capacity but solely
                as Indenture Trustee

            
	 	 	 
	 	 	 
	 	
              By:

            	
               

            
	 	 	
              Responsible
                Person

            


    

    


    
      
        
          
          

        

        
          B-6

          
            

          

        

        
          
          

        

      

    

    


    ASSIGNMENT

     

    


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

     

    


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

     

    


    
      	
               

            	 


    

    (name
      and
      address of assignee)

    


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

     

    


    
      	
              Dated:

            	
               

            	 	
               

            	
              */

            
	 	 	 	
              Signature
                Guaranteed

            	 
	 	 	 	 	 
	 	 	 	
              */

            	 


    

     

    


    
      	
              */

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

            


    

    


    
      
        
          
          

        

        
          B-7

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      C

     

    


    FORM
      OF
      CLASS C NOTE

     

    THIS
      NOTE
      HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW
      OF
      ANY STATE OF THE UNITED STATES. THE HOLDER OF THIS NOTE, BY PURCHASING THIS
      NOTE, AGREES FOR THE BENEFIT OF THE ISSUER AND THE DEPOSITOR THAT THIS NOTE
      MAY
      BE SOLD, TRANSFERRED, ASSIGNED, PARTICIPATED, PLEDGED OR OTHERWISE DISPOSED
      OF
      ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY
      (I) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON
      THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN
      THE MEANING OF RULE l44A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
      ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER,
      RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR
      (II) TO THE DEPOSITOR OR ITS AFFILIATES, IN EACH CASE IN ACCORDANCE WITH ALL
      APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES AND BLUE SKY
      LAWS
      OF THE STATES OF THE UNITED STATES.

     

    EACH
      NOTEHOLDER, BY ACCEPTING THIS NOTE, IS DEEMED TO REPRESENT THAT ITS PURCHASE
      AND
      HOLDING OF SUCH NOTE DOES NOT CONSTITUTE AND WILL NOT RESULT IN A NON-EXEMPT
      PROHIBITED TRANSACTION UNDER TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
      AS AMENDED.

     

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

    


    
      
        
          
          

        

        
          C-1

          
            

          

        

        
          
          

        

      

    

    


    $[43,800,000]

    


    
      	
              No.
                R-[   ]

            	
              CUSIP
                NO. 34528BAJ6

            


    

    


    FORD
      CREDIT AUTO OWNER TRUST 2008-A

     

    CLASS
      C
      6.57% ASSET BACKED NOTES

     

    Ford
      Credit Auto Owner Trust 2008-A, a statutory trust organized under the laws
      of
      the State of Delaware (the "Issuer"), for value
      received, promises to pay to
      [                           ],
      or registered assigns, the principal sum of [FORTY-THREE MILLION EIGHT HUNDRED
      THOUSAND] DOLLARS payable on the fifteenth day of each calendar month, or,
      if
      any such day is not a Business Day, the next succeeding Business Day, commencing
      in February 2008 (each, a "Payment Date") in an
      amount equal to the aggregate amount payable to Noteholders of Class C Notes
      on
      such Payment Date from the Principal Payment Account in respect of principal
      on
      the Class C Notes pursuant to Section 3.1 of the Indenture, dated as of January
      1, 2008 (the "Indenture"), between
      the Issuer and The Bank of New York, as Indenture Trustee (the "Indenture
      Trustee").  However, the entire unpaid principal amount of this
      Note will be due and payable on the earlier of the July 2013 Payment Date (the
      "Class C Final
      Scheduled Payment Date") or the Redemption Date pursuant to Section 10.1
      of the Indenture.  Notwithstanding the foregoing, the entire unpaid
      principal amount of the Notes will be due and payable on the date on which
      the
      Notes are declared to be immediately due and payable in the manner provided
      in
      Section 5.2(a) of the Indenture.  All principal payments on the Class
      C Notes will be made ratably to the Noteholders entitled to such principal
      payments. Capitalized terms used but not otherwise defined in this Note are
      defined in Article I of the Indenture, which also contains rules as to usage
      applicable to this Note.

     

    The
      Issuer will pay interest on this Note at the rate per annum shown above on
      each
      Payment Date until the principal of this Note is paid or made available for
      payment, on the principal amount of this Note outstanding on the preceding
      Payment Date (after giving effect to all payments of principal made on the
      preceding Payment Date), subject to certain limitations contained in Section
      3.1
      of the Indenture.  Interest on this Note will accrue for each Payment
      Date from and including the 15th
      day of
      the calendar month preceding each Payment Date (or, in the case of the initial
      Payment Date, from and including the Closing Date) to but excluding the 15th
      day of
      the following calendar month.  Interest will be computed on the basis
      of a 360-day year of twelve 30-day months.

     

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

     

    This
      Note
      is one of a duly authorized issue of Class C 6.57% Asset Backed Notes (the
      "Class
      C Notes") of the Issuer.  Also authorized under the
      Indenture are the Class A-1 Notes, the Class A-2 Notes, the Class A-3a Notes,
      the Class A-3b Notes, the Class A-4 Notes, the Class B Notes and the Class
      D
      Notes.  The Indenture and all indentures supplemental to the Indenture
      set forth the respective rights and obligations thereunder of the Issuer, the
      Indenture Trustee and the Noteholders.  The Notes are subject to all
      terms of the Indenture.

     

    The
      Class
      C Notes are and will be equally and ratably secured by the collateral pledged
      as
      security therefore as provided in the Indenture.  The Class C Notes
      are subordinated in right of payment to the Class A Notes, the Class B Notes
      and
      to certain amounts payable to the Swap Counterparties pursuant to the Interest
      Rate Swaps as and to the extent provided in the Indenture.

    


    
      
        
          
          

        

        
          C-2

          
            

          

        

        
          
          

        

      

    

    


    Payments
      of interest on this Note on each Payment Date, together with any installment
      of
      principal to the extent not in full payment of this Note, will be made to the
      Registered Noteholder of this Note either by wire transfer in immediately
      available funds, to the account of such Noteholder at a bank or other entity
      having appropriate facilities for such wire transfer, if such Noteholder has
      provided to the Note Registrar appropriate written instructions at least 5
      Business Days before such Payment Date and such Noteholder's Notes in the
      aggregate evidence a denomination of not less than $1,000,000, or, if not,
      by
      check mailed first class mail, postage prepaid, to such Registered Noteholder's
      address as it appears on the Note Register on each Record Date.  Such
      payments will be made without requiring that this Note be submitted for notation
      of payment.  Any reduction in the principal amount of this Note
      effected by any payments made on any Payment Date will be binding upon all
      future Noteholders of this Note and of any Note issued upon the registration
      of
      transfer of this Note or in exchange of this Note or in lieu of this Note,
      whether or not noted on this Note.  If funds are expected to be
      available for payment in full of the then remaining unpaid principal amount
      of
      this Note on a Payment Date, then the Indenture Trustee, in the name of and
      on
      behalf of the Issuer, will notify the Registered Noteholder of this Note as
      of
      the preceding Record Date by notice mailed or transmitted by facsimile before
      such Payment Date, and the amount then due and payable will be payable only
      upon
      presentation and surrender of this Note at the Indenture Trustee's Corporate
      Trust Office or at the office of the Indenture Trustee's agent appointed for
      such purposes located in The City of New York.

     

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

     

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

     

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

     

    Each
      Noteholder, by its acceptance of a Note, covenants and agrees that no recourse
      may be taken, directly or indirectly, with respect to the obligations of the
      Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the
      Indenture or any certificate or other writing delivered in connection with
      the
      Notes and the Indenture, against (i) the Indenture Trustee or the Owner Trustee,
      each in its individual capacity, (ii) any holder of a beneficial interest in
      the
      Issuer, (iii) any partner, owner, beneficiary, agent, officer, director,
      employee or agent of the Indenture Trustee or the Owner Trustee, each in its
      individual capacity, or (iv) any holder of a beneficial interest in the Owner
      Trustee or the Indenture Trustee, each in its individual capacity, except as
      any
      such Person may have agreed.

    


    
      
        
          
          

        

        
          C-3

          
            

          

        

        
          
          

        

      

    

    


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

     

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

     

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

     

    The
      Issuer has entered into the Indenture and this Note is issued with the intention
      that, for federal, State, and local income and franchise tax purposes, Notes
      that are owned by a Person other than Ford Credit or its Affiliates will qualify
      as indebtedness of the Issuer secured by the Collateral.  Each
      Noteholder, by its acceptance of a Note, will be deemed to agree to treat the
      Notes for federal, State and local income, single business and franchise tax
      purposes as indebtedness of the Issuer.

     

    With
      respect to any date of determination, the Issuer, the Indenture Trustee and
      any
      agent of the Issuer or the Indenture Trustee may treat the Person in whose
      name
      this Note is registered as of such date as the owner of such Note for the
      purpose of receiving payments of principal of and any interest on such Note
      and
      for all other purposes, and none of the Issuer, the Indenture Trustee or any
      agent of the Issuer or the Indenture Trustee will recognize notice to the
      contrary.

     

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

    


    
      
        
          
          

        

        
          C-4

          
            

          

        

        
          
          

        

      

    

    


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

     

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

     

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

     

    THIS
      NOTE
      AND THE INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE
      LAWS
      OF THE STATE OF NEW YORK.

     

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

     

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

     

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

     

    REMAINDER
      OF THIS PAGE INTENTIONALLY LEFT BLANK.

    


    
      
        
          
          

        

        
          C-5

          
            

          

        

        
          
          

        

      

    

    


    The
      Issuer has caused this instrument to be signed, manually or in facsimile, by
      its
      Responsible Person, as of the date set forth below.

     

    Date:
      [                ]

     

    
      	 	
              FORD
                CREDIT AUTO OWNER TRUST 2008-A

            
	 	 	 
	 	 	 
	 	
              By:

            	
              U.S.
                BANK TRUST

            
	 	 	
              NATIONAL
                ASSOCIATION

            
	 	 	
              not
                in its individual capacity but solely as Owner Trustee of Ford Credit
                Auto
                Owner Trust 2008-A

            
	 	 	 
	 	 	 
	 	
              By:

            	
               

            
	 	 	
              Responsible
                Person

            


    

    


    


    TRUSTEE'S
      CERTIFICATE OF AUTHENTICATION

     

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

     

    Date:
      [                ]

     

    
      	 	
              THE
                BANK OF NEW YORK,

            
	 	
              not
                in its individual capacity but solely
                as Indenture Trustee

            
	 	 	 
	 	 	 
	 	
              By:

            	
               

            
	 	 	
              Responsible
                Person

            


    

    


    
      
        
          
          

        

        
          C-6

          
            

          

        

        
          
          

        

      

    

    


    ASSIGNMENT

     

    


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

     

    


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

     

    


    
      	
               

            	 


    

    (name
      and
      address of assignee)

    


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

     

    


    
      	
              Dated:

            	
               

            	 	
               

            	
              */

            
	 	 	 	
              Signature
                Guaranteed

            	 
	 	 	 	 	 
	 	 	 	
              */

            	 


    

     

    


    
      	
              */

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

            


    

    


    
      
        
          
          

        

        
          C-7

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      D

     

    


    FORM
      OF
      CLASS D NOTE

     

    THIS
      NOTE
      HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW
      OF
      ANY STATE OF THE UNITED STATES. THE HOLDER OF THIS NOTE, BY PURCHASING THIS
      NOTE, AGREES FOR THE BENEFIT OF THE ISSUER AND THE DEPOSITOR THAT THIS NOTE
      MAY
      BE SOLD, TRANSFERRED, ASSIGNED, PARTICIPATED, PLEDGED OR OTHERWISE DISPOSED
      OF
      ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY
      (I) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A U.S.
      PERSON, AS DEFINED IN THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
      "CODE"), THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER,
      WITHIN THE MEANING OF RULE l44A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR
      FOR
      THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE
      REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE
      144A, SUBJECT TO THE RECEIPT BY THE ISSUER, THE DEPOSITOR AND THE NOTE REGISTRAR
      OF A LETTER SUBSTANTIALLY IN THE FORM ATTACHED AS EXHIBIT E TO THE INDENTURE,
      WITH SUCH CHANGES IN SUCH LETTER AS MAY BE APPROVED BY THE DEPOSITOR, OR (II)
      TO
      THE DEPOSITOR OR ITS AFFILIATES, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE
      SECURITIES LAWS OF THE UNITED STATES AND SECURITIES AND BLUE SKY LAWS OF THE
      STATES OF THE UNITED STATES.

     

    IN
      ADDITION, EACH NOTEHOLDER REPRESENTS THAT IT IS EITHER: (A) NOT, AND EACH
      ACCOUNT (IF ANY) FOR WHICH IT IS PURCHASING THE CLASS D NOTES IS NOT (I) AN
      EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
      INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) SUBJECT TO TITLE I OF ERISA,
      (II) A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE CODE SUBJECT TO SECTION
      4975
      OF THE CODE, OR (III) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS
      BY
      REASON OF A PLAN'S INVESTMENT IN THE ENTITY (WITHIN THE MEANING OF DEPARTMENT
      OF
      LABOR REGULATION 29 C.F.R. SECTION 2510.3-101 (THE "PLAN ASSETS REGULATION")
      OR
      OTHERWISE UNDER ERISA, WITH EACH OF (I) THROUGH (III) IN THIS SUBSECTION (A)
      BEING A "BENEFIT PLAN INVESTOR" OR (B) AN INSURANCE COMPANY ACTING ON BEHALF
      OF
      A GENERAL ACCOUNT AND (I) ON THE DATE OF PURCHASE LESS THAN 25% (OR SUCH LESSER
      PERCENTAGE AS MAY BE DETERMINED BY THE DEPOSITOR) OF THE ASSETS OF SUCH GENERAL
      ACCOUNT (AS REASONABLY DETERMINED BY IT) CONSTITUTE "PLAN ASSETS" FOR PURPOSES
      OF TITLE I OF ERISA AND SECTION 4975 OF THE CODE, (II) THE PURCHASE AND HOLDING
      OF SUCH CLASS D NOTES ARE ELIGIBLE FOR EXEMPTIVE RELIEF UNDER SECTION (I) OF
      PROHIBITED TRANSACTION CLASS EXEMPTION 95-60,  (III) THE PURCHASER
      AGREES THAT IF, AFTER THE PURCHASER'S INITIAL ACQUISITION OF THE CLASS D NOTES,
      AT ANY TIME DURING ANY CALENDAR QUARTER 25% (OR SUCH LESSER PERCENTAGE AS MAY
      BE
      DETERMINED BY THE DEPOSITOR) OR MORE OF THE ASSETS OF SUCH GENERAL ACCOUNT
      (AS
      REASONABLY DETERMINED BY IT NO LESS FREQUENTLY THAN EACH CALENDAR QUARTER)
      CONSTITUTE "PLAN ASSETS" FOR PURPOSES OF TITLE I OF ERISA OR SECTION 4975 OF
      THE
      CODE AND THE DEPOSITOR SO REQUESTS, IT WILL DISPOSE OF ALL CLASS D NOTES THEN
      HELD IN ITS GENERAL ACCOUNT BY THE END OF THE NEXT FOLLOWING CALENDAR QUARTER
      AND (IV) IS NOT A PERSON, OTHER THAN A BENEFIT PLAN INVESTOR, WHO HAS
      DISCRETIONARY AUTHORITY OR CONTROL WITH RESPECT TO THE ASSETS OF THE ISSUER
      OR
      ANY PERSON WHO PROVIDES INVESTMENT ADVICE FOR A FEE (DIRECT OR INDIRECT) WITH
      RESPECT TO SUCH ASSETS OR ANY AFFILIATE (AS DEFINED IN THE PLAN ASSETS
      REGULATION) OF SUCH PERSON.

     

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

    


    
      
        
          
          

        

        
          D-1

          
            

          

        

        
          
          

        

      

    

    


    $[43,800,000]

    


    
      	
              No.
                R-[   ]

            	
              CUSIP
                NO. 34528BAL1]

            


    

    


    FORD
      CREDIT AUTO OWNER TRUST 2008-A

     

    CLASS
      D
      8.00% ASSET BACKED NOTES

     

    Ford
      Credit Auto Owner Trust 2008-A, a statutory trust organized under the laws
      of
      the State of Delaware (the "Issuer"), for value
      received, promises to pay to
      [                        ],
      or registered assigns, the principal sum of [FORTY-THREE MILLION EIGHT HUNDRED
      THOUSAND] DOLLARS payable on the fifteenth day of each calendar month, or,
      if
      any such day is not a Business Day, the next succeeding Business Day, commencing
      in February 2008 (each, a "Payment Date") in an
      amount equal to the aggregate amount payable to Noteholders of Class D Notes
      on
      such Payment Date from the Principal Payment Account in respect of principal
      on
      the Class D Notes pursuant to Section 3.1 of the Indenture, dated as of January
      1, 2008 (the "Indenture"), between
      the Issuer and The Bank of New York, as Indenture Trustee (the "Indenture
      Trustee").  However, the entire unpaid principal amount of this
      Note will be due and payable on the earlier of the July 2014 Payment Date (the
      "Class D Final
      Scheduled Payment Date") or the Redemption Date pursuant to Section 10.1
      of the Indenture.  Notwithstanding the foregoing, the entire unpaid
      principal amount of the Notes will be due and payable on the date on which
      the
      Notes are declared to be immediately due and payable in the manner provided
      in
      Section 5.2(a) of the Indenture.  All principal payments on the Class
      D Notes will be made ratably to the Noteholders entitled to such principal
      payments. Capitalized terms used but not otherwise defined in this Note are
      defined in Article I of the Indenture, which also contains rules as to usage
      applicable to this Note.

     

    The
      Issuer will pay interest on this Note at the rate per annum shown above on
      each
      Payment Date until the principal of this Note is paid or made available for
      payment, on the principal amount of this Note outstanding on the preceding
      Payment Date (after giving effect to all payments of principal made on the
      preceding Payment Date), subject to certain limitations contained in Section
      3.1
      of the Indenture.  Interest on this Note will accrue for each Payment
      Date from and including the 15th
      day of
      the calendar month preceding each Payment Date (or, in the case of the initial
      Payment Date, from and including the Closing Date) to but excluding the 15th
      day of
      the following calendar month.  Interest will be computed on the basis
      of a 360-day year of twelve 30-day months.

     

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

     

    This
      Note
      is one of a duly authorized issue of Class D 8.00% Asset Backed Notes (the
      "Class
      D Notes") of the Issuer.  Also authorized under the
      Indenture are the Class A-1 Notes, the Class A-2 Notes, the Class A-3a Notes,
      the Class A-3b Notes, the Class A-4 Notes, the Class B Notes and the Class
      C
      Notes.  The Indenture and all indentures supplemental to the Indenture
      set forth the respective rights and obligations thereunder of the Issuer, the
      Indenture Trustee and the Noteholders.  The Notes are subject to all
      terms of the Indenture.

     

    The
      Class
      D Notes are and will be equally and ratably secured by the collateral pledged
      as
      security therefor as provided in the Indenture.  The Class D Notes are
      subordinated in right of payment to the Class A Notes, the Class B Notes, the
      Class C Notes and to certain amounts payable to the Swap Counterparties pursuant
      to the Interest Rate Swaps as and to the extent provided in the
      Indenture.

    


    
      
        
          
          

        

        
          D-2

          
            

          

        

        
          
          

        

      

    

    


    Payments
      of interest on this Note on each Payment Date, together with any installment
      of
      principal to the extent not in full payment of this Note, will be made to the
      Registered Noteholder of this Note either by wire transfer in immediately
      available funds, to the account of such Noteholder at a bank or other entity
      having appropriate facilities for such wire transfer, if such Noteholder has
      provided to the Note Registrar appropriate written instructions at least 5
      Business Days before such Payment Date and such Noteholder's Notes in the
      aggregate evidence a denomination of not less than $1,000,000, or, if not,
      by
      check mailed first class mail, postage prepaid, to such Registered Noteholder's
      address as it appears on the Note Register on each Record Date.  Such
      payments will be made without requiring that this Note be submitted for notation
      of payment.  Any reduction in the principal amount of this Note
      effected by any payments made on any Payment Date will be binding upon all
      future Noteholders of this Note and of any Note issued upon the registration
      of
      transfer of this Note or in exchange of this Note or in lieu of this Note,
      whether or not noted on this Note.  If funds are expected to be
      available for payment in full of the then remaining unpaid principal amount
      of
      this Note on a Payment Date, then the Indenture Trustee, in the name of and
      on
      behalf of the Issuer, will notify the Registered Noteholder of this Note as
      of
      the preceding Record Date by notice mailed or transmitted by facsimile before
      such Payment Date, and the amount then due and payable will be payable only
      upon
      presentation and surrender of this Note at the Indenture Trustee's Corporate
      Trust Office or at the office of the Indenture Trustee's agent appointed for
      such purposes located in The City of New York.

     

    The
      Issuer will pay interest on overdue installments of interest at the Class D
      Note
      Interest Rate to the extent lawful.

     

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

     

    In
      addition, the Class D Notes may not be acquired by or on behalf of a Person
      other than a person who is (A) a citizen or resident of the United States,
      (B) a
      corporation or partnership organized in or under the laws of the United States
      or any State thereof (including the District of Columbia), (C) an estate the
      income of which is includible in gross income for United States tax purposes,
      regardless of its source, (D) a trust if a U.S. court is able to exercise
      primary supervision over the administration of such trust and one or more
      persons described in clause (A), (B), (C) or (E) of this paragraph has the
      authority to control all substantial decisions of the trust or (E) a person
      not
      described in clauses (A) through (D) of this paragraph whose ownership of the
      Class D Notes is effectively connected with such persons conduct of a trade
      or
      business within the United States (within the meaning of the Code) and who
      provides the Issuer and the Depositor with an IRS Form W-8ECI (and such other
      certifications, representations, or opinions of counsel as may be requested
      by
      the Issuer or the Depositor).

     

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

    


    
      
        
          
          

        

        
          D-3

          
            

          

        

        
          
          

        

      

    

    


    Each
      Noteholder, by its acceptance of a Note, covenants and agrees that no recourse
      may be taken, directly or indirectly, with respect to the obligations of the
      Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under the
      Indenture or any certificate or other writing delivered in connection with
      the
      Notes and the Indenture, against (i) the Indenture Trustee or the Owner Trustee,
      each in its individual capacity, (ii) any holder of a beneficial interest in
      the
      Issuer, (iii) any partner, owner, beneficiary, agent, officer, director,
      employee or agent of the Indenture Trustee or the Owner Trustee, each in its
      individual capacity, or (iv) any holder of a beneficial interest in the Owner
      Trustee or the Indenture Trustee, each in its individual capacity, except as
      any
      such Person may have agreed.

     

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

     

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

     

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

     

    The
      Issuer has entered into the Indenture and this Note is issued with the intention
      that, for federal, State, and local income and franchise tax purposes, Notes
      that are beneficially owned by a Person other than Ford Credit or its Affiliates
      will qualify as indebtedness of the Issuer secured by the
      Collateral.  Each Noteholder, by its acceptance of a Note, will be
      deemed to agree to treat the Notes for federal, State and local income, single
      business and franchise tax purposes as indebtedness of the Issuer.

     

    With
      respect to any date of determination, the Issuer, the Indenture Trustee and
      any
      agent of the Issuer or the Indenture Trustee may treat the Person in whose
      name
      this Note is registered as of such date as the owner of such Note for the
      purpose of receiving payments of principal of and any interest on such Note
      and
      for all other purposes, and none of the Issuer, the Indenture Trustee or any
      agent of the Issuer or the Indenture Trustee will recognize notice to the
      contrary.

    


    
      
        
          
          

        

        
          D-4

          
            

          

        

        
          
          

        

      

    

    


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

     

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

     

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

     

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

     

    THIS
      NOTE
      AND THE INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE
      LAWS
      OF THE STATE OF NEW YORK.

     

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

     

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

     

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

    


    
      
        
          
          

        

        
          D-5

          
            

          

        

        
          
          

        

      

    

    


    The
      Issuer has caused this instrument to be signed, manually or in facsimile, by
      its
      Responsible Person, as of the date set forth below.

     

    Date:
      [                ]

     

    
      	 	
              FORD
                CREDIT AUTO OWNER TRUST 2008-A

            
	 	 	 
	 	 	 
	 	
              By:

            	
              U.S.
                BANK TRUST

            
	 	 	
              NATIONAL
                ASSOCIATION

            
	 	 	
              not
                in its individual capacity but solely as Owner Trustee of Ford Credit
                Auto
                Owner Trust 2008-A

            
	 	 	 
	 	 	 
	 	
              By:

            	
               

            
	 	 	
              Responsible
                Person

            


    

    


    


    TRUSTEE'S
      CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the Class D Notes designated above and referred to in the
      Indenture.

     

    Date:
      [                ]

     

    
      	 	
              THE
                BANK OF NEW YORK,

            
	 	
              not
                in its individual capacity but solely as Indenture
                Trustee

            
	 	 	 
	 	 	 
	 	
              By:

            	
               

            
	 	 	
              Responsible
                Person

            


    

    


    
      
        
          
          

        

        
          D-6

          
            

          

        

        
          
          

        

      

    

    


    ASSIGNMENT

     

    


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

     

    


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

     

    


    
      	
               

            	 


    

    (name
      and
      address of assignee)

    


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

     

    


    


    
      	
              Dated:

            	
               

            	 	
               

            	
              */

            
	 	 	 	
              Signature
                Guaranteed

            	 
	 	 	 	 	 
	 	 	 	
              */

            	 


    

     

    


    
      	
              */

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

            


    

    


    
      
        
          
          

        

        
          D-7

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      E

     

    FORM
      OF
      INVESTMENT LETTER

    CLASS
      D
      NOTES

     

    [Date]

     

    
      Ford
        Credit Auto Owner Trust 2008-A, 

    

    
      as
        Issuer


    

    
      The
        Bank
        of New York, 

    

    
      as
        Indenture Trustee and Note Registrar 

    

    101
      Barclay Street, Floor 4 West, New York, New York 10286

    
      Attention:
        Structured Finance Services-Asset Backed Securities, 

    

    
      Ford
        Credit Auto Owner Trust Series 2008-A 

    

    


    
      Ford
        Credit Auto Receivables Two LLC 

    

    
      c/o
        Ford
        Motor Credit Company LLC 

    

    
      c/o
        Ford
        Motor Company 

    

    
      World
        Headquarters 

    

    
      One
        American Road, Suite 801-C1 

    

    
      Dearborn,
        Michigan 48126 

    

    
      Attention:
        Ford Credit SPE Management Office 

    

     

    Re:           
      Ford Credit Auto Owner Trust 2008-A

                     
      Class
      D 8.00% Asset Backed
      Notes

     

    Ladies
      and Gentlemen:

     

    In
      connection with our proposed purchase of the Class D 8.00% Asset Backed Notes
      (the "Class D Notes") of Ford Credit Auto Owner Trust 2008-A (the "Issuer"),
      a
      trust formed by Ford Credit Auto Receivables Two LLC (the "Depositor"), we
      confirm that:

     

     

    1.      
      We agree not to sell, transfer, assign, participate, pledge or otherwise dispose
      of any Class D Note or any interest or participation in such Class D Notes
      (any
      such act, a "Class D Note Transfer"), except in compliance with the Securities
      Act of 1933, as amended (the "Securities Act"), and the restrictions and
      conditions in the legend on the face of the Class D Notes.

     

     

    2.      
      We understand that the Class D Notes have not been and will not be registered
      under the Securities Act or any state securities or blue sky law.

     

     

    3.      
      We understand that offers of the Class D Notes or any interest or participation
      in the Class D Notes or Class D Note Transfers are only permitted if made in
      compliance with the Securities Act and other applicable laws and only to a
      person that the holder reasonably believes is a "qualified institutional buyer"
      (a "QIB") within the meaning of Rule 144A under the Securities Act.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    4.      
      We acknowledge that neither the Issuer nor any person representing the Issuer
      has made any representation to us with respect to the Issuer or the offering
      or
      sale of any Class D Notes, other than the information contained in the offering
      memorandum.

     

     

    5.      
      We are purchasing the Class D Notes for our own account or for one or more
      investor accounts for which we are acting as fiduciary or agent, in each case
      for investment, and not with a view to offer, transfer, assign, participate,
      pledge or otherwise dispose of such Class D Notes in connection with any
      distribution of such Class D Notes that would violate the Securities
      Act.

     

     

    6.      
      We either:

     

    (a)           
      are not, and each account (if any) for which we are purchasing the Class D
      Notes
      is not (i) an employee benefit plan (as defined in Section 3(3) of Employee
      Retirement Income Security Act of 1974, as amended ("ERISA")) subject to Title
      I
      of ERISA, (ii) a plan described in Section 4975(e)(1) of the Internal Revenue
      Code of 1986, as amended (the "Code") subject to Section 4975 of the Code,
      or
      (iii) an entity whose underlying assets include plan assets by reason of a
      plan's investment in the entity (within the meaning of Department of Labor
      Regulation 29 C.F.R. Section 2510.3-101 (the "Plan Assets Regulation") or
      otherwise under ERISA), with each of (i) through (iii) in this subsection (a)
      being a "Benefit Plan Investor," or

     

    are
      an
      insurance company acting on behalf of a general account and (i) on the date
      of
      this investment letter less than 25% of the assets of such general account
      (as
      reasonably determined by us) constitute "plan assets" for purposes of Title
      I of
      ERISA and Section 4975 of the Code, (ii) the purchase and holding of such Class
      D Notes are eligible for exemptive relief under Section (I) of Prohibited
      Transaction Class Exemption 95-60, (iii) we agree that if, after the our initial
      acquisition of the Class D Notes, at any time during any calendar quarter 25%
      or
      more of the assets of such general account (as reasonably determined by us
      no
      less frequently than each calendar quarter) constitute "plan assets" for
      purposes of Title I of ERISA or Section 4975 of the Code and the Depositor
      so
      requests, we will dispose of all Class D Notes then held in our general account
      by the end of the next following calendar quarter and (iv) not a person, other
      than a Benefit Plan Investor, who has discretionary authority or control with
      respect to the assets of the Issuer or any person who provides investment advice
      for a fee (direct or indirect) with respect to such assets or any affiliate
      (as
      defined in the Plan Assets Regulation) of such person.

     

     

    7.      
      We understand that no subsequent Class D Note Transfer is permitted unless
      we
      cause our proposed transferee to provide to the Issuer, the Note Registrar
      and
      the Initial Purchaser a letter substantially in the form of this letter, or
      such
      other written statement as the Depositor shall prescribe.

     

     

    8.      
      We understand that any purported Class D Note Transfer in contravention of
      any
      of the restrictions and conditions described above will be void, and the
      purported transferee in a void Class D Note Transfer will not be recognized
      by
      the Issuer or any other person as a Class D Noteholder for any
      purpose.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    9.      
      We agree to treat the Class D Notes as indebtedness for applicable federal,
      state and local income and franchise tax law purposes and for purposes of any
      other tax imposed on, or measured by, income.

     

     

    10.           
      We acknowledge that the Depositor and the Issuer rely on the truth and accuracy
      of the foregoing acknowledgments, representations and agreements, and agrees
      that if any of the foregoing acknowledgments, representations and agreements
      deemed to have been made by it are no longer accurate, it will promptly notify
      the Depositor and the Issuer.

     

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

     

    
      	 	
              Very
                truly yours,

               

               

            
	 	
              [                     ]

               

               

            
	 	
              By:

            	
               

            
	 	
              Name:

            
	 	
              Title:

            


    

    


    


    Securities
      To Be Purchased:

     

    $[        ]-
      principal amount of Class D Notes

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      A

     

    


    Schedule
      of
      Receivables

     

    Delivered
      on CD Rom to the Indenture Trustee at the Closing

     

     

    S-1