Indenture


    


    
      
        

      

       

    

    
 

     

     

    
      


      


      
        

      

       

       

    

    


    INDENTURE

     

    


    between

     

    FORD
      CREDIT AUTO OWNER TRUST 2006-A,

     

    as
      Issuer

     

    


    and

     

    


    THE
      BANK
      OF NEW YORK,

    as
      Indenture Trustee

    


    Dated
      as
      of February 1, 2006

     

    


    


    
      


      


      
        

      

       

      
 

    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    


    


    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

            	
              12

            
	 	
              Section
                3.4

            	
              Existence

            	
              13

            
	 	
              Section
                3.5

            	
              Protection
                of Collateral

            	
              13

            
	 	
              Section
                3.6

            	
              Performance
                of Obligations; Servicing of Receivables

            	
              14

            
	 	
              Section
                3.7

            	
              Negative
                Covenants

            	
              15

            
	 	
              Section
                3.8

            	
              Opinions
                as to Collateral

            	
              16

            
	 	
              Section
                3.9

            	
              Annual
                Statement as to Compliance

            	
              16

            
	 	
              Section
                3.10

            	
              Consolidation
                and Merger; Sale of Assets

            	
              16

            
	 	
              Section
                3.11

            	
              Successor
                or Transferee

            	
              17

            
	 	
              Section
                3.12

            	
              No
                Other Activities

            	
              18

            
	 	
              Section
                3.13

            	
              Further
                Instruments and Acts

            	
              18

            
	 	
              Section
                3.14

            	
              Restricted
                Payments

            	
              18

            
	 	
              Section
                3.15

            	
              Notice
                of Events of Default

            	
              18

            
	 	
              Section
                3.16

            	
              Representations
                and Warranties of the Issuer as to Security Interest

            	
              18

            
	 	
              Section
                3.17

            	
              Audits
                of the Issuer

            	
              19

            
	 	
              Section
                3.18

            	
              Representations
                and Warranties of the Issuer

            	
              20

            
	 	
              Section
                3.19

            	
              Calculation
                Agent

            	
              20

            


    

     

     


    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 	 
	
              ARTICLE
                IV SATISFACTION AND DISCHARGE

            	 
	 	 	 	 
	 	
              Section
                4.1

            	
              Satisfaction
                and Discharge of Indenture

            	
              21

            
	 	 	 	 
	
              ARTICLE
                V REMEDIES

            	 
	 	 	 	 
	 	
              Section
                5.1

            	
              Events
                of Default

            	
              21

            
	 	
              Section
                5.2

            	
              Acceleration
                of Maturity; Rescission and Annulment

            	
              22

            
	 	
              Section
                5.3

            	
              Collection
                of Indebtedness by the Indenture Trustee

            	
              23

            
	 	
              Section
                5.4

            	
              Trustee
                May File Proofs of Claim

            	
              23

            
	 	
              Section
                5.5

            	
              Trustee
                May Enforce Claims Without Possession of Notes

            	
              24

            
	 	
              Section
                5.6

            	
              Remedies;
                Priorities

            	
              24

            
	 	
              Section
                5.7

            	
              Optional
                Preservation of the Collateral

            	
              26

            
	 	
              Section
                5.8

            	
              Limitation
                of Suits

            	
              26

            
	 	
              Section
                5.9

            	
              Unconditional
                Rights of Noteholders To Receive Principal and Interest

            	
              27

            
	 	
              Section
                5.10

            	
              Restoration
                of Rights and Remedies

            	
              27

            
	 	
              Section
                5.11

            	
              Rights
                and Remedies Cumulative

            	
              27

            
	 	
              Section
                5.12

            	
              Delay
                or Omission Not a Waiver

            	
              28

            
	 	
              Section
                5.13

            	
              Control
                by Controlling Class of Noteholders

            	
              28

            
	 	
              Section
                5.14

            	
              Waiver
                of Defaults and Events of Default

            	
              28

            
	 	
              Section
                5.15

            	
              Undertaking
                for Costs

            	
              29

            
	 	
              Section
                5.16

            	
              Waiver
                of Stay or Extension Laws

            	
              29

            
	 	
              Section
                5.17

            	
              Performance
                and Enforcement of Certain Obligations

            	
              29

            
	 	 	 	 
	
              ARTICLE
                VI THE INDENTURE TRUSTEE

            	 
	 	 	 	 
	 	
              Section
                6.1

            	
              Duties
                of Indenture Trustee

            	
              30

            
	 	
              Section
                6.2

            	
              Rights
                of Indenture Trustee

            	
              31

            
	 	
              Section
                6.3

            	
              Individual
                Rights of Indenture Trustee

            	
              32

            
	 	
              Section
                6.4

            	
              Indenture
                Trustee’s Disclaimer

            	
              32

            
	 	
              Section
                6.5

            	
              Notice
                of Defaults

            	
              32

            
	 	
              Section
                6.6

            	
              Reports
                by Indenture Trustee

            	
              32

            
	 	
              Section
                6.7

            	
              Compensation
                and Indemnity

            	
              34

            
	 	
              Section
                6.8

            	
              Replacement
                of Indenture Trustee

            	
              35

            
	 	
              Section
                6.9

            	
              Successor
                Indenture Trustee by Merger

            	
              36

            
	 	
              Section
                6.10

            	
              Appointment
                of Separate Indenture Trustee or Co-Indenture Trustee

            	
              36

            
	 	
              Section
                6.11

            	
              Eligibility;
                Disqualification

            	
              37

            
	 	
              Section
                6.12

            	
              Preferential
                Collection of Claims Against Issuer

            	
              38

            
	 	
              Section
                6.13

            	
              Audits
                of the Indenture Trustee

            	
              38

            
	 	
              Section
                6.14

            	
              Representations
                and Warranties of the Indenture Trustee

            	
              39

            
	 	
              Section
                6.15

            	
              Duty
                to Update Disclosure

            	
              40

            
	 	
              Section
                6.16

            	
              Establishment
                of Swap Collateral Acounts

            	
              40

            


    

     

     


    
      
        
        

      

      
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              ARTICLE
                VII NOTEHOLDERS’ LISTS AND REPORTS

            	 
	 	 	 	 
	 	
              Section
                7.1

            	
              Names
                and Addresses of Noteholders

            	
              41

            
	 	
              Section
                7.2

            	
              Preservation
                of Information; Communications to Noteholders

            	
              41

            
	 	
              Section
                7.3

            	
              Reports
                by Issuer

            	
              41

            
	 	
              Section
                7.4

            	
              Reports
                by Indenture Trustee

            	
              42

            
	 	 	 	 
	
              ARTICLE
                VIII ACCOUNTS, DISBURSEMENTS AND RELEASES

            	 
	 	 	 	 
	 	
              Section
                8.1

            	
              Collection
                of Money

            	
              42

            
	 	
              Section
                8.2

            	
              Trust
                Accounts; Distributions and Disbursements

            	
              42

            
	 	
              Section
                8.3

            	
              General
                Provisions Regarding Bank Accounts

            	
              46

            
	 	
              Section
                8.4

            	
              Release
                of Collateral

            	
              46

            
	 	 	 	 
	
              ARTICLE
                IX SUPPLEMENTAL INDENTURES

            	 
	 	 	 	 
	 	
              Section
                9.1

            	
              Supplemental
                Indentures Without Consent of Noteholders

            	
              47

            
	 	
              Section
                9.2

            	
              Supplemental
                Indentures with Consent of Noteholders

            	
              49

            
	 	
              Section
                9.3

            	
              Execution
                of Supplemental Indentures

            	
              50

            
	 	
              Section
                9.4

            	
              Effect
                of Supplemental Indenture

            	
              51

            
	 	
              Section
                9.5

            	
              Conformity
                with Trust Indenture Act

            	
              51

            
	 	
              Section
                9.6

            	
              Reference
                in Notes to Supplemental Indentures

            	
              51

            
	 	 	 	 
	
              ARTICLE
                X REDEMPTION OF NOTES

            	 
	 	 	 	 
	 	
              Section
                10.1

            	
              Redemption

            	
              51

            
	 	 	 	 
	
              ARTICLE
                XI MISCELLANEOUS

            	 
	 	 	 	 
	 	
              Section
                11.1

            	
              Compliance
                Certificates and Opinions, etc

            	
              52

            
	 	
              Section
                11.2

            	
              Form
                of Documents Delivered to Indenture Trustee

            	
              53

            
	 	
              Section
                11.3

            	
              Acts
                of Noteholders

            	
              54

            
	 	
              Section
                11.4

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

            	
              54

            
	 	
              Section
                11.5

            	
              Notices
                to Noteholders; Waiver

            	
              55

            
	 	
              Section
                11.6

            	
              Conflict
                with Trust Indenture Act

            	
              56

            
	 	
              Section
                11.7

            	
              Benefits
                of Indenture

            	
              56

            
	 	
              Section
                11.8

            	
              GOVERNING
                LAW

            	
              56

            
	 	
              Section
                11.9

            	
              Submission
                to Jurisdiction

            	
              56

            
	 	
              Section
                11.10

            	
              WAIVER
                OF JURY TRIAL

            	
              56

            
	 	
              Section
                11.11

            	
              Severability

            	
              56

            
	 	
              Section
                11.12

            	
              Counterparts

            	
              56

            
	 	
              Section
                11.13

            	
              Headings

            	
              56

            
	 	
              Section
                11.14

            	
              Recording
                of Indenture

            	
              56

            
	 	
              Section
                11.15

            	
              Trust
                Obligation

            	
              57

            
	 	
              Section
                11.16

            	
              Subordination
                of Claims against the Depositor

            	
              57

            
	 	
              Section
                11.17

            	
              No
                Petition

            	
              58

            
	 	 	 	 


    

     

     


    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

    
      	
              EXHIBIT
                A-1

            	
              FORM
                OF CLASS A-1 NOTE

            	
              A-1-1

            
	
              EXHIBIT
                A-2a

            	
              FORM
                OF CLASS A-2a NOTE

            	
              A-2a-1

            
	
              EXHIBIT
                A-2b 

            	
              FORM
                OF CLASS A-2b NOTE

            	
              A-2b-1

            
	
              EXHIBIT
                A-3

            	
              FORM
                OF CLASS A-3 NOTE

            	
              A-3-1

            
	
              EXHIBIT
                A-4

            	
              FORM
                OF CLASS A-4 NOTE

            	
              A-4-1

            
	
              EXHIBIT
                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

            	
              E-1

            
	 	
              QUALIFIED
                INSTITUTIONAL BUYER 

            	 
	
              EXHIBIT
                F

            	
              FORM
                OF INVESTMENT LETTER

            	 
	 	
              INSTITUTIONAL
                ACCREDITED INVESTOR

            	
              F-1

            
	
              EXHIBIT
                G

            	
              FORM
                OF RULE 144A TRANSFEROR CERTIFICATE 

            	
              G-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.

              


      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    INDENTURE,
      dated as of February 1, 2006 (this “Indenture”),
      between FORD CREDIT AUTO OWNER TRUST 2006-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) to secure compliance by the Issuer with the provisions
      of
      this Indenture and the Interest Rate Swap 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.

     

    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-2a, Exhibit A-2b, Exhibit A-3, 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

            	 	 	
              4.7248

            	
              %

            	
              $

            	
              540,000,000

            	 
	
              Class
                A-2a Notes

            	 	 	
              5.04

            	
              %

            	
              $

            	
              500,000,000

            	 
	
              Class
                A-2b Notes

            	 	 	
              one-month

              LIBOR
                + 0.01

            	
              %

            	
              $

            	
              549,951,000

            	 
	
              Class
                A-3 Notes

            	 	 	
              5.05

            	
              %

            	
              $

            	
              901,239,000

            	 
	
              Class
                A-4 Notes

            	 	 	
              5.07

            	
              %

            	
              $

            	
              316,809,000

            	 
	
              Class
                B Notes

            	 	 	
              5.29

            	
              %

            	
              $

            	
              88,674,000

            	 
	
              Class
                C Notes 

            	 	 	
              5.48

            	
              %

            	
              $

            	
              59,116,000

            	 
	
              Class
                D Notes 

            	 	 	
              7.21

            	
              %

            	
              $

            	
              59,116,000

            	 


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    (c)    The
      Notes (other than the Class D Notes) will be issuable as Book-Entry Notes in
      minimum denominations of $100,000 and in multiples of $1,000 in excess
      thereof.  The Class D Notes will be issuable in one or more
      registered, definitive, physical certificates 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.

     

    Section
      2.3       Tax
      Treatment.  The
      Issuer intends that each Class of Notes, if beneficially owned by a Person
      other
      than Ford Credit, 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.


    
      
        
        

      

      
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    (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 guarantee program” as may be determined by the Note
      Registrar in addition to, or in substitution for, the Securities Transfer Agent
      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.

     

    (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
      is
      not more than 15 days after the requested date of such transfer or
      exchange.

     

    (h)    The
      Class D Notes have not 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 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 D Note without registration.

     

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

     

    (j)    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
      Indenture Trustee, the Note Registrar and the Initial Purchaser 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 Initial Purchaser a letter substantially in the form of Exhibit E
      or


    
      
        
        

      

      
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    Exhibit
      F
      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, whether
      or
      not subject to Title I of ERISA, (b) a plan described in Section 4975(e)(1)
      of
      the Code whether or not 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 no exemption or exception
      from
      the prohibited transaction rules applies to the continued holding of the Class
      D
      Notes under Section 401(c) of ERISA and the final regulations thereunder or
      under an exemption or regulation issued by the United States Department of
      Labor
      under ERISA, it will dispose of all Class D 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


    
      
        
        

      

      
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    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).

     

    (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.

     

    (k)    By
      acceptance of any Class D Note, the Class D Noteholder specifically agrees
      with
      and represents to the Depositor, the Issuer and the Note Registrar, that no
      transfer of a Class D Note 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 D Note is to the Depositor or its Affiliates,
      or (B) such transfer of a Class D Note is exempt from the registration
      requirements under the Securities Act because such transfer of a Class D Note
      satisfies one of the following:

     

    (i)    such
      Class D Note Transfer 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 D Note Transfer is being made in reliance
      upon Rule 144A under the Securities Act and (x) the transferor executes and
      delivers to the Issuer and the Note Registrar, a Rule 144A transferor
      certificate substantially in the form attached as Exhibit G and (y) the
      transferee executes and delivers to the Issuer and the Note Registrar an
      investment letter substantially in the form attached as Exhibit E;

     

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

     

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


    
      
        
        

      

      
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    the
      Note
      Registrar an investment letter substantially in the form attached as Exhibit
      F.

     

    (l)    The
      Depositor will make available to the prospective transferor and transferee
      of a
      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 D Notes, 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.

     

    (m)    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 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).


    
      
        
        

      

      
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    (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 as specified in such Note.  Interest on the Class A-1 Notes and
      the Class A-2b 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 and the Class A-2b 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, 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 D Notes and, on and after
      the
      date on which Definitive Notes are issued, the Class A Notes, Class B Notes
      and
      Class C 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 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


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


     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.

     

    (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 date that the Notes are declared to
      be
      immediately due and payable in the manner provided in Section 5.2.

     

    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;

     

    
      (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;

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    
    

    (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.  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,

    


    
      
        
        

      

      
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     will
      be the successor of such Authenticating Agent under this Indenture without
      the
      execution or filing of any document or any further act.

     

    (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 


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    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 Swap 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.

       

      (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.

    

      
        
          
          

        

        
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      (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).

       

      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


    
      
        
        

      

      
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      (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.  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.


    

    (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 unless (i) as of the date
      that
      such Interest Rate Swap is entered into, the related Swap


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    Counterparty has the Swap Required Ratings and (ii) such
      Interest Rate Swap provides that, if (A) the related Swap Counterparty fails
      to
      have the Swap Required Ratings and (B) any Rating Agency gives notice to the
      Issuer, the Indenture Trustee or the Administrator that the credit support,
      if
      any, with respect to the Swap Counterparty is no longer deemed adequate to
      maintain the then-current rating on the Class A Notes, within 30 days of such
      rating withdrawal, downgrade or notification (unless each such Rating Agency
      has
      reconfirmed the rating of each Class of Notes which was in effect immediately
      prior to such withdrawal or downgrade or notification), such Swap Counterparty
      will (1) assign the swap transaction to another counterparty that has the Swap
      Required Ratings and is approved by the Issuer (which approval will not be
      unreasonably withheld) on terms substantially similar to such Interest Rate
      Swap, (2) obtain a guaranty of, or a contingent agreement of, another person
      that has the Swap Required Ratings to honor such Swap Counterparty’s obligations
      under such Interest Rate Swap, provided that such other person is approved
      by
      the Issuer (which approval will not be unreasonably withheld), (3) post
      mark-to-market collateral, pursuant to a collateral support agreement acceptable
      to the Issuer, which will be sufficient to restore any downgrade or withdrawal
      in the ratings of the Notes attributable to such Swap Counterparty's failure
      to
      have the Swap Required Ratings, or (4) establish any other arrangement
      satisfactory to the Issuer and to the applicable Rating Agency, in each case,
      sufficient to satisfy the Rating Agency Confirmation.

     

    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 Trust 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


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    
      (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.

       

      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, 2007, 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, dated as of December 31 of the preceding calendar year, 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
          such calendar year (or, in the case of the first certificate, 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 tocompliance, 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


    
      
        
        

      

      
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    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 Swap 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;

     

    (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


    
      
        
          
          

        

        
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    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. 

       

      (b)    Notwithstanding
        Section 3.14(a), the Issuer may make payments to the Servicer, the
        Administrator, the Owner Trustee, the Indenture Trustee, the Swap Counterparty,
        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 and the Rating Agencies 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.

    

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      


      (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 Swap, 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.”

     

    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.

    

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

    

     

    
      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.

     

    (a)    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 Counterparty 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”):


    
      
        
        

      

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

       

      (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 or Qualified
      Trust
      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, the Swap Counterparty
      and each Qualified Institution or Qualified Trust Institution (if not the
      Indenture Trustee) maintaining a Bank Account.


    
      
        
        

      

      
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    (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 Swap 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.

     

    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 Administrator to 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 


    
      
        
        

      

      
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    of
      the
      Indenture Trustee (including any amounts due to the Indenture Trustee pursuant
      to Section 6.7), the Secured Parties allowed in such Proceedings;

     

    (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 the 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 the 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 the Swap Counterparty any plan of reorganization,
      arrangement, adjustment or composition affecting the Notes or the Interest
      Rate
      Swap or the rights of any Noteholder or the Swap Counterparty to authorize
      the
      Indenture Trustee to vote in respect of the claim of any Noteholder or the
      Swap
      Counterparty in any such proceeding.

     

    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.  


    
      
        
        

      

      
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      (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 Counterparty; 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, the 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, the 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:

     

    (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 Noteholders including all principal
      of and accrued interest on the Outstanding Notes and all payments due (including
      any Swap Termination Payment) under the Interest Rate Swap; 

     

    (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

     

    
      
        
        

      

      
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    (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 Payment)
      under the Interest Rate Swap; 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 of principal of and interest on the Notes as they would have
      become due if the Notes had not been declared due and payable and (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 Section 5.1(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
      Counterparty.  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:

     

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

     

    
      
        
        

      

      
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    (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

     

    
      
        
        

      

      
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    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.

     

    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
      if:

     

    (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

     

    
      
        
        

      

      
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    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).

     

    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 or 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 Purchase Agreement,
      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,

     

    
      
        
        

      

      
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    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 Counterparty
      in accordance with the related Interest Rate Swap 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 the Swap Counterparty,
      including the right or power to take any action to compel or secure performance
      or observance by the Swap Counterparty of its obligations to the Issuer under
      the 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

    


    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);

     

    
      
        
        

      

      
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    (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.

     

    (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.

     

    
      
        
        

      

      
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    (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) to honor the request or direction of any of the
      Noteholders pursuant to this Indenture unless such Noteholders have offered
      to
      the Indenture Trustee reasonable security or indemnity 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.

     

    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

     

    
      
        
        

      

      
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    Noteholders
      through the Indenture Trustee’s website, which initially is located at
www.absreporting.com).

    
       

    

    (b)    On
      each Payment Date, 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 relevant portions of such report available
      to the Noteholders through the Indenture Trustee’s website, which initially is
      located at www.absreporting.com).  On
      each Payment Date, 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 AB, 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, 2007, an Officer's Certificate, dated as of December 31 of the
      preceding calendar year, signed by a Responsible Person of the Indenture Trustee
      to the effect that (i) a review of the Indenture Trustee's activities during
      the
      immediately preceding calendar year (or, in the case of the first certificate,
      since the Closing Date) and of its performance under this Indenture has been
      made under such Responsible Person's supervision and (ii) 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 applicable portion of such calendar year), 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.  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-

     

    
      
        
        

      

      
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    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.

     

    (iii)    The
      reports referred to in this Section 6.6(d) will be delivered on before March
      1
      of each year, beginning March 1, 2007 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, 2007.

     

    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 notice is
      given within 180 days of a Responsible Person of the Indenture Trustee learning
      of a Proceeding.  The Issuer, or, if Issuer so causes, the
      Administrator, may participate in and assume the defense and settlement
      of

     

    
      
        
        

      

      
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    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 expenses of 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 for the
      separate counsel to the Indemnified Person.  

     

    (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


    
      
        
        

      

      
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    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
      Noteholders.  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.

     

    (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 not delivered, 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. 

     

    
      
        
        

      

      
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    (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.

     

    (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 a new 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), the Indenture Trustee will notify the Issuer
      and
      the Servicer of such failure.

     

    
      
        
        

      

      
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    (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.

     

    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)

     

    
      
        
        

      

      
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    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 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 effect on 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
      TIA.  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.

     

    Section
      6.16       Establishment
      of Swap Collateral Acounts.  If
      the Swap Counterparty is required to collateralize the Interest Rate Swap
      pursuant to the Interest Rate Swap, the Indenture Trustee, upon request by
      the
      Administrator, will establish individual collateral accounts and will hold
      any
      securities deposited in such accounts in trust and will, to the extent such
      investment options are acceptable to the Indenture Trustee, invest any cash
      amounts in such accounts in Permitted Investments.

     

    
      ARTICLE
        VII

      NOTEHOLDERS’
        LISTS AND REPORTS

       

    

    
      
        
        

      

      
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    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.

     

    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)    (i)    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).

     

    
      
        
          
          

        

        
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    (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, 2007, 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.

     

    (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 Payments 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 Payment 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 Issuer will cause the Servicer or the Depositor,
      as applicable, to establish the Trust Accounts as provided in Section 4.1 of
      the
      Sale and Servicing Agreement. 

     

    (b)    On
      or before each Payment Date, 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


    
      
        
        

      

      
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    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:

     

    (i)    first,
      to the payment of all amounts, including indemnities, then due to the Indenture
      Trustee and the Owner Trustee (pro rata based on the amount due to such Person)
      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 Counterparty, any Net Swap Payment due; 

     

    (iv)    fourth,
      to the Noteholders of Class A Notes and the Swap Counterparty,
      interest due on the Class A Notes and any Swap Termination Payment due to the
      Swap Counterparty, pro rata based on the Note Balances of the Class A Notes
      and
      the amount of such Swap Termination Payment; provided that if any amounts
      allocable to the Class A Notes are not needed to pay interest due on such Notes,
      such amounts will be applied to pay the portion of any Swap Termination Payment
      remaining unpaid;

     

    (v)    fifth,
      to the Principal Payment Account, the First Priority Principal
      Payment;

     

    (vi)    sixth,
      to the Noteholders of Class B Notes, the Accrued Note Interest for the Class
      B
      Notes;

     

    (vii)    seventh,
      to the Principal Payment Account, the Second Priority Principal
      Payment;

     

    (viii)    eighth,
      to the Noteholders of Class C Notes, the Accrued Note Interest for the Class
      C
      Notes;

     

    (ix)    ninth,
      to the Principal Payment Account, the Third Priority Principal
      Payment;

     

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

     

    (xi)    eleventh,
      to the Reserve Account, the amount required to reinstate the amount in the
      Reserve Account up to the Specified Reserve Balance;

     

    (xii)    twelfth,
      to the Principal Payment Account, the Regular Principal Payment;

     

    (xiii)    thirteenth,
      to the payment of all amounts due to the Indenture Trustee and the Owner Trustee
      (pro rata based on the amount due to

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

     

    such
      Person) to the extent not paid by the Depositor or Administrator or pursuant
      to
      Section 8.2(c)(i) on such Payment Date; and

     

    (xiv)    fourteenth,
      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. 

     

    (d)    On
      each Payment Date, the Indenture Trustee (based on the information contained
      in
      the most recent Monthly Investor Report) 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-2a Notes and the Noteholders of the Class
      A-2b
      Notes, pro rata based on their respective Note Balances, in payment of principal
      until the aggregate Note Balance of the Class A-2a Notes and the Class A-2b
      Notes has been reduced to zero; 

     

    (iii)     third,
      to
      the Noteholders of the Class A-3 Notes in payment of principal until the Note
      Balance of the Class A-3 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(a)(iv), then on
      each Payment Date following the Collection Period


    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    


    during
      which 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:

     

    
      (i)     first,
        to
        the payment of all amounts due to the Indenture Trustee and the Owner Trustee
        (pro rata based on the amount due to such Person);

       

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

       

      (iii)     third,
        to
        the Swap Counterparty, any Net Swap Payment due;

       

      (iv)     fourth,
        to the Noteholders of Class A Notes and the Swap Counterparty,
        interest due on the Class A Notes and any Swap Termination Payment due to
        the
        Swap Counterparty, pro rata based on the Note Balances of the Class A Notes
        and
        the amount of such Swap Termination Payment; provided that if any amounts
        allocable to the Class A Notes are not needed to pay interest due on such
        Notes,
        such amounts will be applied to pay the portion of any Swap Termination Payment
        remaining unpaid;

       

      (v)     fifth,
        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;

       

      (vi)     sixth,
        to
        the Noteholders of the Class A-2a Notes and the Noteholders of the Class
        A-2b
        Notes, pro rata based on their respective principal balance in payment of
        principal until the Note Balance of the Class A-2a Notes and the Class A-2b
        Notes is reduced to zero;

       

      (vii)     seventh,
        to the Noteholders of the Class A-3 Notes in payment of principal until the
        Note
        Balance of the Class A-3 Notes is reduced to zero;

       

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

       

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

       

      (x)     tenth,
        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;

       

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

       

    

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

     

    (xii)     twelfth,
      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;

     

    (xiii)    thirteenth,
      to the Noteholders of Class D Notes, the Accrued Note Interest for the Class
      D
      Notes;

     

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

     

    (xv)     fifteenth,
      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 (xiv).

     

    (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.

     

    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 or Qualified Trust Institution
      (unless such Qualified Institution or Qualified Trust Institution is also the
      Indenture Trustee) and will not be liable for the actions or inactions of any
      Qualified Institution or Qualified Trust Institution (unless such Qualified
      Institution or Qualified Trust Institution is also the Indenture
      Trustee).

     

    (b)    A
      Responsible Person of the Indenture Trustee will provide notice to the Qualified
      Institution or Qualified Trust 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


    
      
        
        

      

      
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    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.

     

    (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 Swap (including any Swap Termination
      Payment) 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.

     

    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


    
      
        
        

      

      
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    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 Counterparty;

     

    (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;

     

    (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; or

     

    (viii)    to
      make
      such changes as necessary to permit the Class D Notes to be held in book-entry
      form.

     

    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


    
      
        
        

      

      
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    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:

     

    (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 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; and

     

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


    
      
        
        

      

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

     

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

     

    (ii)     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;

     

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

     

    (iv)     modify
      or
      alter (A) the proviso to the definition of “Outstanding” or (B) the definition
      of “Controlling Class”;

     

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

     

    (vi)     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.


    
      
        
        

      

      
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    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.

     

    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 Counterparty:

     

    (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 in the Collection Account the
      amount

     

    
      
        
        

      

      
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    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 under this Indenture.

     

    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) upon request of the Indenture Trustee, an Opinion
      of
      Counsel 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

     

    
      
        
        

      

      
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    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 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 of this 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.

     

    (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

     

    
      
        
        

      

      
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    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 such Person, 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.

     

    (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 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; 

     

    
      
        
        

      

      
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    (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 that is mailed in the manner provided in this
      Indenture will conclusively be presumed to have been duly given.

     

    (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.

     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    

     

    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 the Swap Counterparty has no right to institute
      any
      Proceeding, judicial or otherwise, with respect to enforcement of remedies
      under
      Article V of this Indenture upon the occurrence of an Event of
      Default.

     

    Section
      11.8       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.

     

    Section
      11.10       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
      11.11       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.

     

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

     

    Section
      11.14       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

     

    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    

     

    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
      11.15       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
      11.16       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 may be 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.

     

    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    

     

    Section
      11.17       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.

     

    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    


    
      	
               

              EXECUTED
                BY:    

            	 
	 	
              FORD
                CREDIT AUTO OWNER TRUST 2006-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 2006-A

               

               

               

              By:
                /s/ Barbara A. Nastro

              Name:
                Barbara A. Nastro

              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.  

     

    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.

     

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

     

    
      
        
          
          

        

        
          A-1-1

          
            

          

        

        
          
          

        

      

    

     

    
      	
              REGISTERED

            	
              $540,000,000

            
	 	 
	
              No.
                R-1

            	
              CUSIP
                NO. 34527R LM 3

            


    

     

     

    FORD
      CREDIT AUTO OWNER TRUST 2006-A

     

    CLASS
      A-1  4.7248% ASSET BACKED NOTES

     

    Ford
      Credit Auto Owner Trust 2006-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 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 March 2006 (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
      February 1, 2006 (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 November 2006 Payment Date (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 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-1 4.7248% Asset Backed Notes (the
      “Class
      A-1 Notes”)
      of the
      Issuer.  Also authorized under the Indenture are the Class A-2a Notes,
      the Class A-2b Notes, the Class A-3 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


    
      
        
        

      

      
        A-1-2

        
          

        

      

      
        
        

      

    


    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 Counterparty to receive
      payments (other than any Swap Termination Payment) pursuant to the Interest
      Rate
      Swap.  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-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 the other limitations set forth in the
      Indenture.  The transfer of this Note may be registered on the Note
      Register upon surrender of this Note for registration of transfer at the office
      or agency designated by the Issuer pursuant to the Indenture, duly endorsed
      by,
      or accompanied by a written instrument of transfer in form satisfactory to
      the
      Indenture Trustee duly executed by, the Noteholder hereof or such Noteholder’s
      attorney duly authorized in writing, with such signature guaranteed by an
“eligible guarantor institution” meeting the requirements of the Note Registrar,
      and thereupon one or more new Notes of the same Class in authorized
      denominations and in the same aggregate principal amount will be issued to
      the


    
      
        
          
          

        

        
          A-1-3

          
            

          

        

        
          
          

        

      

    

    


    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 a beneficial interest
      in a Note, covenants and agrees that no recourse may be taken 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 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 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, each
      Class of Notes, if beneficially owned by a Person other than Ford Credit, will
      qualify as indebtedness of the Issuer


    
      
        
        

      

      
        A-1-4

        
          

        

      

      
        
        

      

    


    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.


     

    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


    
      
        
        

      

      
        A-1-5

        
          

        

      

      
        
        

      

    


    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-1-6

        
          

        

      

      
        
        

        
        

      

    


    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: February
        22, 2006

    

    
      	 	 	 
	 	 	 
	 	 	 
	 	
              FORD
                CREDIT AUTO OWNER TRUST 2006-A

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

               

            	
              U.S.
                Bank Trust 

              NATIONAL
                ASSOCIATION,

              not
                in its individual capacity but solely as Owner Trustee of 

              Ford
                Credit Auto Owner Trust 2006-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: February
                22, 2006

            	 	 
	 	
              THE
                BANK OF NEW YORK,

              not
                in its individual capacity but 

              solely
                as Indenture Trustee

            	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Responsible
                Person

            	 


    


    
      
        
        

      

      
        A-1-7

        
          

        

      

      
        
        

      

    


    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 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-1-8

          
            

          

        

        
          
          

          
          

        

      

EXHIBIT
      A-2a

     

    


    FORM
      OF
      CLASS A-2a NOTE

     

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

    

      
        
          
          

        

        
          A-2a-1

          
            

          

        

        
          
          

        

      

    

     

    
      	
              REGISTERED

            	
              $500,000,000

            
	 	 
	
              No.
                R-1

            	
              CUSIP
                NO. 34527R LN 1

            


    

     

     

    FORD
      CREDIT AUTO OWNER TRUST 2006-A

     

    CLASS
      A-2a 5.04% ASSET BACKED NOTES

     

    Ford
      Credit Auto Owner Trust 2006-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 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 March 2006 (each, a “Payment
      Date”)
      in an
      amount equal to the aggregate amount payable to Noteholders of Class A-2a Notes
      on such Payment Date from the Principal Payment Account in respect of principal
      on the Class A-2a Notes pursuant to Section 3.1 of the Indenture, dated as
      of
      February 1, 2006 (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 September 2008 Payment Date (the “Class
      A-2a 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-2a
      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 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 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-2a 5.04% Asset Backed Notes (the
      “Class
      A-2a Notes”)
      of the
      Issuer.  Also authorized under the Indenture are the Class A-1
      Notes,

     

    
      
        
          
          

        

        
          A-2a-2

          
            

          

        

        
          
          

        

      

    

    


    the
      Class
      A-2b Notes, the Class A-3 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-2a Notes are and will be equally and ratably secured by the collateral pledged
      as security therefor as provided in the Indenture.  The Class A-2a
      Notes are subordinated to the rights of the Swap Counterparty to receive
      payments (other than any Swap Termination Payment) pursuant to the Interest
      Rate
      Swap.  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-2a
      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 the other limitations set forth in the
      Indenture.  The transfer of this Note may be registered on the Note
      Register upon surrender of this Note for registration of transfer at the office
      or agency designated by the Issuer pursuant to the Indenture, duly endorsed
      by,
      or accompanied by a written instrument of transfer in form satisfactory to
      the
      Indenture Trustee duly executed by, the Noteholder hereof or such Noteholder’s
      attorney duly authorized in writing, with such signature guaranteed by an
“eligible guarantor institution” meeting the

     

    
      
        
          
          

        

        
          A-2a-3

          
            

          

        

        
          
          

        

      

    

    


    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 a beneficial interest
      in a Note, covenants and agrees that no recourse may be taken 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 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 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. 

     

    
      
        
          
          

        

        
          A-2a-4

          
            

          

        

        
          
          

        

      

    

    


    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, each
      Class of Notes, if beneficially owned by a Person other than Ford Credit, 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.


     

    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

     


    
      
        
        

      

      
        A-2a-5

        
          

        

      

      
        
        

      

    


    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 hereon 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-2a-6

        
          

        

      

      
        
        

        
        

      

    



    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: February
        22, 2006

    

    
      	 	 	 
	 	 	 
	 	 	 
	 	
              FORD
                CREDIT AUTO OWNER TRUST 2006-A

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

               

            	
              U.S.
                Bank Trust 

              NATIONAL
                ASSOCIATION,

              not
                in its individual capacity but solely as Owner Trustee of 

              Ford
                Credit Auto Owner Trust 2006-A

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Responsible
                Person

            	 
	 	 	 	 
	 	 	 	 


    

    TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION

    


    


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

     

    
      	
              Date: February
                22, 2006

            	 	 
	 	
              THE
                BANK OF NEW YORK,

              not
                in its individual capacity but 

              solely
                as Indenture Trustee

            	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Responsible
                Person

            	 


    

     

    



    
      
        
        

      

      
        A-2a-7

        
          

        

      

      
        
        

      

    


    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 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-2a-8

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      A-2b

     

    


    FORM
      OF
      CLASS A-2b NOTE

     

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

     

    



    
      
        
        

      

      
        A-2b-1

        
          

        

      

      
        
        

      

    


    


    
      	
              REGISTERED

            	
              $549,951,000

            
	 	 
	
              No.
                R-1

            	
              CUSIP
                NO. 34527R LP 6

            


    

    


    


    


    FORD
      CREDIT AUTO OWNER TRUST 2006-A

     

    CLASS
      A-2b FLOATING RATE ASSET BACKED NOTES

     

    Ford
      Credit Auto Owner Trust 2006-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-NINE MILLION NINE HUNDRED FIFTY-ONE 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 March
      2006 (each, a “Payment
      Date”)
      in an
      amount equal to the aggregate amount payable to Noteholders of Class A-2b Notes
      on such Payment Date from the Principal Payment Account in respect of principal
      on the Class A-2b Notes pursuant to Section 3.1 of the Indenture, dated as
      of
      February 1, 2006 (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 September 2008 Payment Date (the “Class
      A-2b 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-2b
      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 0.01% 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-2b Floating Rate Asset Backed
      Notes
      (the “Class
      A-2b Notes”)
      of the
      Issuer.  Also authorized under the Indenture are the
      Class

     


    
      
        
        

      

      
        A-2b-2

        
          

        

      

      
        
        

      

    


    A-1
      Notes, the Class A-2a Notes, the Class A-3 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-2b Notes are and will be equally and ratably secured by the collateral pledged
      as security therefor as provided in the Indenture.  The Class A-2b
      Notes are subordinated to the rights of the Swap Counterparty to receive
      payments (other than any Swap Termination Payment) pursuant to the Interest
      Rate
      Swap.  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-2b
      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 the other limitations set forth in the
      Indenture.  The transfer of this Note may be registered on the Note
      Register upon surrender of this Note for registration of transfer at the office
      or agency designated by the Issuer pursuant to the Indenture, duly endorsed
      by,
      or accompanied by a written instrument of transfer in form satisfactory to
      the
      Indenture Trustee duly executed by, the Noteholder hereof or such Noteholder’s
      attorney duly authorized in

     


    
      
        
        

      

      
        A-2b-3

        
          

        

      

      
        
        

      

    


    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 a beneficial interest
      in a Note, covenants and agrees that no recourse may be taken 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 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 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. 

     


    
      
        
        

      

      
        A-2b-4

        
          

        

      

      
        
        

      

    


    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, each
      Class of Notes, if beneficially owned by a Person other than Ford Credit, 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.


     

    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

     


    
      
        
        

      

      
        A-2b-5

        
          

        

      

      
        
        

      

    


    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 hereon 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-2b-6

        
          

        

      

      
        
        

        
        

      

    



    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: February
        22, 2006

    

    
      	 	 	 
	 	 	 
	 	 	 
	 	
              FORD
                CREDIT AUTO OWNER TRUST 2006-A

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

               

            	
              U.S.
                Bank Trust 

              NATIONAL
                ASSOCIATION,

              not
                in its individual capacity but solely as Owner Trustee of 

              Ford
                Credit Auto Owner Trust 2006-A

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Responsible
                Person

            	 
	 	 	 	 
	 	 	 	 


    

    TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION

    


     

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

     

    
      	
              Date: February
                22, 2006

            	 	 
	 	
              THE
                BANK OF NEW YORK,

              not
                in its individual capacity but 

              solely
                as Indenture Trustee

            	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Responsible
                Person

            	 


    


    
      
        
        

      

      
        A-2b-7

        
          

        

      

      
        
        

      

    


    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 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-2b-8

        
          

        

      

      
        
        

        
        

      

    



    


    EXHIBIT
      A-3

     

    FORM
      OF
      CLASS A-3 NOTE

     

    UNLESS
      THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY, A NEW YORK CORPORATION (“DTC”),
      TO
      THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
      AND
      ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
      NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
      IS
      MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST 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-3-1

        
          

        

      

      
        
        

      

    


    


    
      	
              REGISTERED

            	
              $901,239,000

            
	 	 
	
              No.
                R-1

            	
              CUSIP
                NO. 34527R LQ 4

            


    

    


    


    


    FORD
      CREDIT AUTO OWNER TRUST 2006-A

     

    CLASS
      A-3
      5.05% ASSET BACKED NOTES

     

    Ford
      Credit Auto Owner Trust 2006-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 NINE HUNDRED ONE MILLION TWO HUNDRED THIRTY-NINE 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 March
      2006 (each, a “Payment
      Date”)
      in an
      amount equal to the aggregate amount payable to Noteholders of Class A-3 Notes
      on such Payment Date from the Principal Payment Account in respect of principal
      on the Class A-3 Notes pursuant to Section 3.1 of the Indenture, dated as of
      February 1, 2006 (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 March 2010 Payment Date (the “Class
      A-3 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-3
      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 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 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.

     


    
      
        
        

      

      
        A-3-2

        
          

        

      

      
        
        

      

    


    This
      Note
      is one of a duly authorized issue of Class A-3 5.05% Asset Backed Notes (the
      “Class
      A-3 Notes”)
      of the
      Issuer.  Also authorized under the Indenture are the Class A-1 Notes,
      the Class A-2a Notes, the Class A-2b 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-3 Notes are and will be equally and ratably secured by the collateral pledged
      as security therefor as provided in the Indenture.  The Class A-3
      Notes are subordinated to the rights of the Swap Counterparty to receive
      payments (other than any Swap Termination Payment) pursuant to the Interest
      Rate
      Swap.  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-3
      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 the other limitations set forth in the
      Indenture.  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

     


    
      
        
        

      

      
        A-3-3

        
          

        

      

      
        
        

      

    


    duly
      executed by, the Noteholder hereof or such Noteholder’s attorney duly authorized
      in writing, with such signature guaranteed by an “eligible guarantor
      institution” meeting the requirements of the Note Registrar, and thereupon one
      or more new Notes of the same Class in authorized denominations and in the
      same
      aggregate principal amount will be issued to the designated transferee or
      transferees.  No service charge will be charged for any registration
      of transfer or exchange of this Note, but the transferor may be required to
      pay
      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 a beneficial interest
      in a Note, covenants and agrees that no recourse may be taken 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 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 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. 

     


    
      
        
        

      

      
        A-3-4

        
          

        

      

      
        
        

      

    


    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, each
      Class of Notes, if beneficially owned by a Person other than Ford Credit, 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.


     

    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

     


    
      
        
        

      

      
        A-3-5

        
          

        

      

      
        
        

      

    


    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 hereon 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 PAGE INTENTIONALLY LEFT BLANK.

     

    


     


    
      
        
        

      

      
        A-3-6

        
          

        

      

      
        
        

        
        

      

    



    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: February
        22, 2006

    

    
      	 	 	 
	 	 	 
	 	
              FORD
                CREDIT AUTO OWNER TRUST 2006-A

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

               

            	
              U.S.
                Bank Trust 

              NATIONAL
                ASSOCIATION,

              not
                in its individual capacity but solely as Owner Trustee of 

              Ford
                Credit Auto Owner Trust 2006-A

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Responsible
                Person

            	 
	 	 	 	 
	 	 	 	 


    

    TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION

     

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

     

    
      	
              Date: February
                22, 2006

            	 	 
	 	
              THE
                BANK OF NEW YORK,

              not
                in its individual capacity but 

              solely
                as Indenture Trustee

            	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Responsible
                Person

            	 


    


    
      
        
        

      

      
        A-3-7

        
          

        

      

      
        
        

      

    


    


    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 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-3-8

        
          

        

      

      
        
        

        
        

      

    



    


    EXHIBIT
      A-4

     

    FORM
      OF
      CLASS A-4 NOTE

     

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

            	
              $316,809,000

            
	 	 
	
              No.
                R-1

            	
              CUSIP
                NO. 34527R LR 2

            


    

    


    


    


    


    


    FORD
      CREDIT AUTO OWNER TRUST 2006-A

     

    CLASS
      A-4
      5.07% ASSET BACKED NOTES

     

    Ford
      Credit Auto Owner Trust 2006-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 THREE HUNDRED SIXTEEN MILLION EIGHT HUNDRED NINE 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 March
      2006 (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
      February 1, 2006 (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 December 2010 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 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 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.

     


    
      
        
        

      

      
        A-4-2

        
          

        

      

      
        
        

      

    


    This
      Note
      is one of a duly authorized issue of Class A-4 5.07% 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-2a Notes, the Class A-2b Notes, the Class A-3 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-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 Counterparty to receive
      payments (other than any Swap Termination Payment) pursuant to the Interest
      Rate
      Swap.  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 the other limitations set forth in the
      Indenture.  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

     


    
      
        
        

      

      
        A-4-3

        
          

        

      

      
        
        

      

    


    duly
      executed by, the Noteholder hereof or such Noteholder’s attorney duly authorized
      in writing, with such signature guaranteed by an “eligible guarantor
      institution” meeting the requirements of the Note Registrar, and thereupon one
      or more new Notes of the same Class in authorized denominations and in the
      same
      aggregate principal amount will be issued to the designated transferee or
      transferees.  No service charge will be charged for any registration
      of transfer or exchange of this Note, but the transferor may be required to
      pay
      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 a beneficial interest
      in a Note, covenants and agrees that no recourse may be taken 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 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 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. 

     


    
      
        
        

      

      
        A-4-4

        
          

        

      

      
        
        

      

    


    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, each
      Class of Notes, if beneficially owned by a Person other than Ford Credit, 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.


     

    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

     


    
      
        
        

      

      
        A-4-5

        
          

        

      

      
        
        

      

    


    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 hereon 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-4-6

        
          

        

      

      
        
        

        
        

      

    



    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: February
        22, 2006

    

    
      	 	 	 
	 	 	 
	 	 	 
	 	
              FORD
                CREDIT AUTO OWNER TRUST 2006-A

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

               

            	
              U.S.
                Bank Trust 

              NATIONAL
                ASSOCIATION,

              not
                in its individual capacity but solely as Owner Trustee of 

              Ford
                Credit Auto Owner Trust 2006-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: February
                22, 2006

            	 	 
	 	
              THE
                BANK OF NEW YORK,

              not
                in its individual capacity but 

              solely
                as Indenture Trustee

            	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Responsible
                Person

            	 


    

    



    
      
        
        

      

      
        A-4-7

        
          

        

      

      
        
        

        
        

      

    



    


    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 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-4-8

        
          

        

      

      
        
        

        
        

      

    



    


    EXHIBIT
      B

     

    FORM
      OF
      CLASS B NOTE

     

    


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

     

    



    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    


    


    
      	
              REGISTERED

            	
              $88,674,000

            
	 	 
	
              No.
                R-1

            	
              CUSIP
                NO. 34527R LS 0

            


    

    


    


    FORD
      CREDIT AUTO OWNER TRUST 2006-A

     

    Class
      B
      5.29% ASSET BACKED NOTES

     

    Ford
      Credit Auto Owner Trust 2006-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 EIGHTY-EIGHT MILLION SIX HUNDRED SEVENTY-FOUR 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 March 2006
      (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 February
      1, 2006 (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 2011 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 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 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 5.29% Asset Backed Notes (the
      “Class
      B Notes”)
      of the
      Issuer.  Also authorized under the Indenture are the Class A-1 Notes,
      the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class
      A-4
      Notes, the Class C

     


    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    


    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 therefor as provided in the Indenture.  The Class B Notes are
      subordinated in right of payment to the Class A Notes and to amounts payable
      to
      the Swap Counterparty pursuant to the Interest Rate Swap as and to the extent
      provided in 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 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 hereof and to the other limitations set forth in the
      Indenture.  Subject to the satisfaction of such restrictions and
      limitations, the transfer of this Note may be registered on the Note Register
      upon surrender of this Note for registration of transfer at the office or agency
      designated by the Issuer pursuant to the Indenture, duly endorsed by, or
      accompanied by a written instrument of transfer in form satisfactory to the
      Indenture Trustee duly executed by, the Noteholder hereof or such Noteholder’s
      attorney duly authorized in writing, with such signature guaranteed by an
“eligible guarantor institution” meeting the requirements of the Note Registrar,
      and thereupon one or more new Notes of the same Class in authorized
      denominations and in the same aggregate principal

     


    
      
        
        

      

      
        B-3

        
          

        

      

      
        
        

      

    


    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 therewith,
      against (i) the Indenture Trustee or the Owner Trustee, each in its individual
      capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any
      partner, owner, beneficiary, agent, officer, director, employee or agent of
      the
      Indenture Trustee or the Owner Trustee, each in its individual capacity, any
      holder of a beneficial interest in the Issuer, the Owner Trustee or the
      Indenture Trustee or of any successor or assign of the Indenture Trustee or
      the
      Owner Trustee, each in its individual capacity, except as any such Person may
      have expressly agreed. 

     

    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 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.  To the extent that, notwithstanding the agreements and
      provisions contained in the preceding sentence, 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
      or
      any successor provision having similar effect under 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

     


    
      
        
        

      

      
        B-4

        
          

        

      

      
        
        

      

    


    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, each
      Class of Notes, if beneficially owned by a Person other than Ford Credit, 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
      principal amount 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
      principal amount 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 hereof or in exchange hereof or in lieu hereof whether or not notation
      of such consent or waiver is made upon this Note.

     

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

     

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

     

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

     


    
      
        
        

      

      
        B-5

        
          

        

      

      
        
        

      

    


    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 hereof,
      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 hereon 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-6

        
          

        

      

      
        
        

        
        

      

    



    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: February
        22, 2006

    

    
      	 	 	 
	 	 	 
	 	 	 
	 	
              FORD
                CREDIT AUTO OWNER TRUST 2006-A

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

               

            	
              U.S.
                Bank Trust 

              NATIONAL
                ASSOCIATION,

              not
                in its individual capacity but solely as Owner Trustee of 

              Ford
                Credit Auto Owner Trust 2006-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: February
                22, 2006

            	 	 
	 	
              THE
                BANK OF NEW YORK,

              not
                in its individual capacity but 

              solely
                as Indenture Trustee

            	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Responsible
                Person

            	 


    



    
      
        
        

      

      
        B-7

        
          

        

      

      
        
        

      

    


    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 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-8

        
          

        

      

      
        
        

        
        

      

    



    


    EXHIBIT
      C

     

    


    FORM
      OF
      CLASS C NOTE

     

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

     

    



    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    


    


    
      	
              REGISTERED

            	
              $59,116,000

            
	 	 
	
              No.
                R-1

            	
              CUSIP
                NO. 34527R LT 8

            


    

    


    


    FORD
      CREDIT AUTO OWNER TRUST 2006-A

     

    CLASS
      C
      5.48% ASSET BACKED NOTES

     

    Ford
      Credit Auto Owner Trust 2006-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 FIFTY-NINE MILLION ONE HUNDRED SIXTEEN 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 March 2006 (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 February
      1, 2006 (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 September 2011 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 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 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 5.48% Asset Backed Notes (the
      “Class
      C Notes”)
      of the
      Issuer.  Also authorized under the Indenture are the Class A-1 Notes,
      the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class
      A-4
      Notes, the Class B

     


    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

    


    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 therefor 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
      amounts payable to the Swap Counterparty pursuant to the Interest Rate Swap
      as
      and to the extent provided in 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 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 hereof and to the other limitations set forth in the
      Indenture.  Subject to the satisfaction of such restrictions and
      limitations, the transfer of this Note may be registered on the Note Register
      upon surrender of this Note for registration of transfer at the office or agency
      designated by the Issuer pursuant to the Indenture, duly endorsed by, or
      accompanied by a written instrument of transfer in form satisfactory to the
      Indenture Trustee duly executed by, the Noteholder hereof or such Noteholder’s
      attorney duly authorized in writing, with such signature guaranteed by an
“eligible guarantor institution” meeting the requirements of the Note Registrar,
      and thereupon one or more new Notes of the same Class in authorized
      denominations and in the same aggregate principal

     


    
      
        
        

      

      
        C-3

        
          

        

      

      
        
        

      

    


    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 therewith,
      against (i) the Indenture Trustee or the Owner Trustee, each in its individual
      capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any
      partner, owner, beneficiary, agent, officer, director, employee or agent of
      the
      Indenture Trustee or the Owner Trustee, each in its individual capacity, any
      holder of a beneficial interest in the Issuer, the Owner Trustee or the
      Indenture Trustee or of any successor or assign of the Indenture Trustee or
      the
      Owner Trustee, each in its individual capacity, except as any such Person may
      have expressly agreed. 

     

    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 and Note Owner,
      by its acceptance of a Note or a beneficial interest in a Note, 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.  To the extent that, notwithstanding the agreements and
      provisions contained in the preceding sentence, 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
      or
      any successor provision having similar effect under 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

     


    
      
        
        

      

      
        C-4

        
          

        

      

      
        
        

      

    


    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, each
      Class of Notes, if beneficially owned by a Person other than Ford Credit, 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
      principal amount 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
      principal amount 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 hereof or in exchange hereof or in lieu hereof whether or not notation
      of such consent or waiver is made upon this Note.

     

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

     

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

     

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

     


    
      
        
        

      

      
        C-5

        
          

        

      

      
        
        

      

    


    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 hereof,
      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 hereon 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 PAGE INTENTIONALLY LEFT BLANK.

     

    


     


    
      
        
        

      

      
        C-6

        
          

        

      

      
        
        

        
        

      

    



    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: February
        22, 2006

    

    
      	 	 	 
	 	 	 
	 	 	 
	 	
              FORD
                CREDIT AUTO OWNER TRUST 2006-A

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

               

            	
              U.S.
                Bank Trust 

              NATIONAL
                ASSOCIATION,

              not
                in its individual capacity but solely as Owner Trustee of 

              Ford
                Credit Auto Owner Trust 2006-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: February
                22, 2006

            	 	 
	 	
              THE
                BANK OF NEW YORK,

              not
                in its individual capacity but 

              solely
                as Indenture Trustee

            	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Responsible
                Person

            	 


    


    
      
        
        

      

      
        C-7

        
          

        

      

      
        
        

      

    


    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-8

        
          

        

      

      
        
        

        
        

      

    



    


    EXHIBIT
      D

     

    FORM
      OF
      CLASS D NOTE

     

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

     


    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    


    RETIREMENT
      INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) WHETHER OR NOT 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") WHETHER OR NOT 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 NO EXEMPTION OR EXCEPTION FROM THE PROHIBITED TRANSACTION RULES APPLIES
      TO THE CONTINUED HOLDING OF THE CLASS D NOTES UNDER SECTION 401(C) OF ERISA
      AND
      THE FINAL REGULATIONS THEREUNDER OR UNDER AN EXEMPTION OR REGULATION ISSUED
      BY
      THE UNITED STATES DEPARTMENT OF LABOR UNDER ERISA, IT WILL DISPOSE OF ALL CLASS
      D 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.

     


    
      
        
        

      

      
        D-2

        
          

        

      

      
        
        

      

    


    


    
      	
              REGISTERED

            	
              $59,116,000

            
	 	 
	
              No.
                R-1

            	
              CUSIP
                NO. 34527R LU 5

            


    

    


    


    FORD
      CREDIT AUTO OWNER TRUST 2006-A

     

    CLASS
      D
      7.21% ASSET BACKED NOTES

     

    Ford
      Credit Auto Owner Trust 2006-A, a statutory trust organized under the laws
      of
      the State of Delaware (the “Issuer”),
      for
      value received, promises to pay to FORD CREDIT AUTO RECEIVABLES TWO LLC, or
      registered assigns, the principal sum of FIFTY-NINE MILLION ONE HUNDRED SIXTEEN
      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
      March 2006 (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 February
      1, 2006 (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 August 2012 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 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 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 7.21% Asset Backed Notes (the
      “Class
      D Notes”)
      of the
      Issuer.  Also authorized under the Indenture are the Class A-1 Notes,
      the Class A-2a Notes, the Class A-2b Notes, the Class A-3 Notes, the Class
      A-4
      Notes, the Class B

     


    
      
        
        

      

      
        D-3

        
          

        

      

      
        
        

      

    


    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 amounts payable to the Swap Counterparty pursuant to the
      Interest Rate Swap as and to the extent provided in 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.  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

     


    
      
        
        

      

      
        D-4

        
          

        

      

      
        
        

      

    


    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 hereof and to the other limitations set forth in the
      Indenture.  Subject to the satisfaction of such restrictions and
      limitations, the transfer of this Note may be registered on the Note Register
      upon surrender of this Note for registration of transfer at the office or agency
      designated by the Issuer pursuant to the Indenture, duly endorsed by, or
      accompanied by a written instrument of transfer in form satisfactory to the
      Indenture Trustee duly executed by, the Noteholder hereof or such Noteholder’s
      attorney duly authorized in writing, with such signature guaranteed by an
“eligible guarantor institution” meeting the requirements of the Note Registrar,
      and thereupon one or more new Notes of the same Class in authorized
      denominations and in the same aggregate principal amount will be issued to
      the
      designated transferee or transferees.  No service charge will be
      charged for any registration of transfer or exchange of this Note, but the
      transferor may be required to pay 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 therewith,
      against (i) the Indenture Trustee or the Owner Trustee, each in its individual
      capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any
      partner, owner, beneficiary, agent, officer, director, employee or agent of
      the
      Indenture Trustee or the Owner Trustee, each in its individual capacity, any
      holder of a beneficial interest in the Issuer, the Owner Trustee or the
      Indenture Trustee or of any successor or assign of the Indenture Trustee or
      the
      Owner Trustee, each in its individual capacity, except as any such Person may
      have expressly agreed. 

     

    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 and Note Owner,
      by its acceptance of a Note or a beneficial interest in a Note, 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.  To the extent that, notwithstanding the agreements and
      provisions contained in the preceding sentence, 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
      or
      any successor provision having similar effect under 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

     


    
      
        
        

      

      
        D-5

        
          

        

      

      
        
        

      

    


    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, each
      Class of Notes, if beneficially owned by a Person other than Ford Credit, 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
      principal amount 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
      principal amount 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 hereof or in exchange hereof or in lieu hereof whether or not notation
      of such consent or waiver is made upon this Note.

     

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

     


    
      
        
        

      

      
        D-6

        
          

        

      

      
        
        

      

    


    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 hereof,
      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 hereon 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 PAGE INTENTIONALLY LEFT BLANK.

     

    


     


    
      
        
        

      

      
        D-7

        
          

        

      

      
        
        

        
        

      

    



    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: February
        22, 2006

    

    
      	 	 	 
	 	 	 
	 	 	 
	 	
              FORD
                CREDIT AUTO OWNER TRUST 2006-A

            	 
	 	 	 	 
	 	 	 	 
	 	
              By:

               

            	
              U.S.
                Bank Trust 

              NATIONAL
                ASSOCIATION,

              not
                in its individual capacity but solely as Owner Trustee of 

              Ford
                Credit Auto Owner Trust 2006-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: February
                22, 2006

            	 	 
	 	
              THE
                BANK OF NEW YORK,

              not
                in its individual capacity but 

              solely
                as Indenture Trustee

            	 
	 	 	 	 
	 	
              By:

            	 	 
	 	 	
              Responsible
                Person

            	 


    


    
      
        
        

      

      
        D-8

        
          

        

      

      
        
        

      

    


    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 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-9

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      E

     

    FORM
      OF
      INVESTMENT LETTER

    QUALIFIED
      INSTITUTIONAL BUYER

    


     

                                                                                                                                                                                                      
      Date

    Ford
      Credit Auto Owner Trust 2006-A,

    as
      Issuer


    The
      Bank
      of New York,

    as
      Indenture Trustee and 

    Note
      Registrar 

    101
      Barclay Street, Floor 8 West, New York, New York 10286

    Attention:
      Structured Finance Services-Asset Backed Securities, Ford Credit Auto Owner
      Trust Series 2006-A

     

    
      	
            	Re:	
              Ford
                Credit Auto Owner Trust 2006-A

              Class
                D 7.21% Asset Backed Notes 

            


    

     

    Ladies
      and Gentlemen:

     

    In
      connection with our proposed purchase of the Class D 7.21% Asset Backed Notes
      (the "Class D Notes") of Ford Credit Auto Owner Trust 2006-A (the "Issuer"),
      a
      trust formed by Ford Credit Auto Receivables Two LLC (the "Depositor"),
      we  confirm that:

     

    
      	
              (1)

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

            


    

     

    
      	
              (2)

            	
              We
                understand that no subsequent Transfer of the Class D Notes 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 Exhibit F to the Indenture, as applicable, or such
                other
                written statement as the Depositor shall
                prescribe.

            


    

     

    
      	
              (3)

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

            


    

     

    
      	
              (4)

            	
              We
                are 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

            


    

     


    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    


    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 5 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 5 whose ownership of the Class D Notes is
      effectively connected with such person's conduct of a trade or business within
      the United States (within the meaning of the Code) and who provides the Issuer
      and the Depositor with an IRS Form W-8ECI (and such other certifications,
      representations, or opinions of counsel as may be requested by the Issuer or
      the
      Depositor).

     

    
      	
              (5)

            	
              We
                are either:

            


    

     

    (a)
      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 the Employee
      Retirement Income Security Act of 1974, as amended ("ERISA")) whether or not
      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") whether or not 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
      hereof less than 25% of the assets of such general account (as reasonably
      determined by us) constitute "plan assets" for purposes of Title I of ERISA
      and
      Section 4975 of the Code, (ii) the purchase and holding of such Class D Notes
      are eligible for exemptive relief under Section (I) of Prohibited Transaction
      Class Exemption 95-60, (iii) the undersigned agrees that if, after the
      undersigned's 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 no exemption or exception from the prohibited transaction rules applies
      to the continued holding of the Class D Notes under Section 401(c) of ERISA
      and
      the final regulations thereunder or under an exemption or regulation issued
      by
      the DOL under ERISA, we will dispose of all Class D Notes then held in our
      general account by the end of the next following calendar quarter and 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.

     


    
      
        
        

      

      
        E-2

        
          

        

      

      
        
        

      

    


    
      	
              (6)

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

            


    

     

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

     

     

    Very
      truly yours,

     

     

    By:__________________________

          Name:

          Title:

    


    


    Securities
      To Be Purchased:

    $[  
      ] principal amount of Class D Notes

    



    
      
        
        

      

      
        E-3

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      F

     

    FORM
      OF
      INVESTMENT LETTER

    INSTITUTIONAL
      ACCREDITED INVESTOR

     

                                                                                                                                                                                                      
      Date

     

    Ford
      Credit Auto Owner Trust 2006-A

    as
      Issuer

    The
      Bank
      of New York,

    as
      Indenture Trustee and 

    Note
      Registrar 

    101
      Barclay Street, Floor 8 West, New York, New York 10286

    Attention:
      Structured Finance Services-Asset Backed Securities, Ford Credit Auto Owner
      Trust Series 2006-A

     

    
      	
            	Re:	
              Ford
                Credit Auto Owner Trust 2006-A

              Class
                D 7.21% Asset Backed Notes 

            


    

     

    Ladies
      and Gentlemen:

     

    In
      connection with our proposed purchase of the Class D 7.21% Asset Backed Notes
      (the "Class D Notes") of Ford Credit Auto Owner Trust 2006-A (the "Issuer"),
      a
      trust formed by Ford Credit Auto Receivables Two LLC (the "Depositor"),
      we  confirm that:

     

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

     

    
      	
              (2)

            	
              We
                understand that no subsequent Transfer of the Class D Notes 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 Exhibit E to the Indenture, as applicable, or such
                other
                written statement as the Depositor shall
                prescribe.

            


    

     

    
      	
              (3)

            	
              We
                are an institutional "accredited investor" (as defined in Rule 501(a)(1),
                (2), (3) or (7) under the Securities Act) and we are acquiring the
                Class D
                Notes for our own account. 

            


    

     

    
      	
              (4)

            	
              We
                are 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

            


    

     


    
      
        
        

      

      
        F-1

        
          

        

      

      
        
        

      

    


    the
      administration of such trust and one or more persons described in clause (A),
      (B), (C) or (E) of this paragraph 5 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 5 whose ownership of the Class D Notes is effectively
      connected with such person's conduct of a trade or business within the United
      States (within the meaning of the Code) and who provides the Issuer and the
      Depositor with an IRS Form W-8ECI (and such other certifications,
      representations, or opinions of counsel as may be requested by the Issuer or
      the
      Depositor).

     

    
      	
              (5)

            	
              We
                are either:

            


    

     

    (a)
      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 the Employee
      Retirement Income Security Act of 1974, as amended ("ERISA")) whether or not
      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") whether or not 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
      hereof less than 25% of the assets of such general account (as reasonably
      determined by us) constitute "plan assets" for purposes of Title I of ERISA
      and
      Section 4975 of the Code, (ii) the purchase and holding of such Class D Notes
      are eligible for exemptive relief under Section (I) of Prohibited Transaction
      Class Exemption 95-60, (iii) the undersigned agrees that if, after the
      undersigned's 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 no exemption or exception from the prohibited transaction rules applies
      to the continued holding of the Class D Notes under Section 401(c) of ERISA
      and
      the final regulations thereunder or under an exemption or regulation issued
      by
      the DOL under ERISA, we will dispose of all Class D Notes then held in our
      general account by the end of the next following calendar quarter and 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.

     

    
      	
              (6)

            	
              We
                understand that any purported Transfer of any Class D Note (or any
                interest therein) in contravention of the restrictions and conditions
                above will be null and

            


    

     


    
      
        
        

      

      
        F-2

        
          

        

      

      
        
        

      

    


    void
      (each, a "Void Transfer"), and the purported transferee in a Void Transfer
      will
      not be recognized by the Issuer or any other person as a Class D Noteholder
      for
      any purpose.

     

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

     

     

    Very
      truly yours,

     

    
       

      By:__________________________

            Name:

            Title:

      

Securities
      To Be Purchased:            

    $[    ]
      principal amount of Class D Notes

     

    



    
      
        
        

      

      
        F-3

        
          

        

      

      
        
        

        
        

      

    



    EXHIBIT
      G

     

    FORM
      OF
      RULE 144A TRANSFEROR CERTIFICATE

    
       

                                                                                                                                                                                                        
        Date

       
The
      Bank
      of New York,

    as
      Indenture Trustee and 

    Note
      Registrar 

    101
      Barclay Street, Floor 8 West, New York, New York 10286

    Attention:
      Structured Finance Services-Asset Backed Securities, Ford Credit Auto Owner
      Trust Series 2006-A

     

    
      	
            	Re:	
              Ford
                Credit Auto Owner Trust 2006-A

              Class
                D 7.21% Asset Backed Notes  

            


    

     

    Ladies
      and Gentlemen:

     

    This
      is
      to notify you as to the transfer of $* in denomination of Class D 7.21% Asset
      Backed Notes (the "Class D Notes") of Ford Credit Auto Owner Trust 2006-A (the
      "Issuer").

     

    The
      undersigned is the holder of the Class D Notes and with this notice hereby
      deposits with the Indenture Trustee $* in denomination of Class D Notes and
      requests that Class D Notes of the same class in the same aggregate denomination
      be issued, executed and authenticated and registered to the purchaser on
      ___________, 200[ ], as specified in the Indenture dated as of February 1,
      2006
      relating to the Class D Notes, as follows:

     

    


    
      	 	
              Name:
                

            	
              Denominations:

            
	 	
              Address:
                

            	 
	 	
              Taxpayer
                I.D. No:

            	 


    

    


    



    
      
        
        

      

      
        H-1

        
          

        

      

      
        
        

      

    


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

     

     

    Very
      truly yours,

     

     

    NAME
      OF
      HOLDER OF CLASS D NOTES

    
       

      By:__________________________

            Name:

            Title:

      


    

    *
      authorized denomination

    



    
      
        
        

      

      
        F-2

        
          

        

      

      
        
        

        
        

      

    



    SCHEDULE
      A

     

    


    Schedule
      of Receivables

     

    Delivered
      on CD Rom to the Indenture Trustee at the Closing