ex4_1.htm


     

     

    Exhibit
4.1

    
      Execution
Copy

    

    


    


    
      

      

    

     

     

    INDENTURE


     

     

    between


     

     

    FORD
CREDIT AUTO OWNER TRUST 2009-E,

    as
Issuer

     

     

    and


     

     

    THE BANK
OF NEW YORK MELLON,

    as
Indenture Trustee


     

     

     

    Dated as
of November 1, 2009

     

     

    


     

    
      

      

    

     

     

    
      
        
          
            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    TABLE OF
CONTENTS

     

    
      	
              ARTICLE
      I

            	
              USAGE
      AND DEFINITIONS

            	1
	
              Section
      1.1

            	
              Usage
      and Definitions

            	
              1

            
	
              Section
      1.2

            	
              Incorporation
      by Reference of Trust Indenture Act

            	
              1

            
	
              ARTICLE
      II

            	
              THE
      NOTES

            	2
	
              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.

            	
              9

            
	
              Section
      2.6

            	
              Persons
      Deemed Owners

            	
              10

            
	
              Section
      2.7

            	
              Payment
      of Principal and Interest.

            	
              10

            
	
              Section
      2.8

            	
              Cancellation

            	
              11

            
	
              Section
      2.9

            	
              Release
      of Collateral

            	
              11

            
	
              Section
      2.10

            	
              Book-Entry
      Notes

            	
              11

            
	
              Section
      2.11

            	
              Definitive
      Notes

            	
              12

            
	
              Section
      2.12

            	
              Authenticating
      Agents.

            	
              12

            
	
              Section
      2.13

            	
              Note
      Paying Agents.

            	
              13

            
	
              ARTICLE
      III

            	
              COVENANTS
      AND REPRESENTATIONS

            	13 
	
              Section
      3.1

            	
              Payment
      of Principal and Interest

            	
              13

            
	
              Section
      3.2

            	
              Maintenance
      of Office or Agency

            	
              13

            
	
              Section
      3.3

            	
              Money
      for Payments To Be Held in Trust.

            	
              13

            
	
              Section
      3.4

            	
              Existence

            	
              15

            
	
              Section
      3.5

            	
              Protection
      of Collateral.

            	
              15

            
	
              Section
      3.6

            	
              Performance
      of Obligations; Servicing of Receivables.

            	
              16

            
	
              Section
      3.7

            	
              Negative
      Covenants

            	
              16

            
	
              Section
      3.8

            	
              Opinions
      as to Collateral.

            	
              17

            
	
              Section
      3.9

            	
              Annual
      Statement as to Compliance

            	
              17

            
	
              Section
      3.10

            	
              Consolidation
      and Merger; Sale of Assets

            	
              18

            


       

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

       

      	
              Section
      3.11

            	
              Successor
      or Transferee.

            	
              19

            
	
              Section
      3.12

            	
              No
      Other Activities

            	
              19

            
	
              Section
      3.13

            	
              Further
      Instruments and Acts

            	
              19

            
	
              Section
      3.14

            	
              Restricted
      Payments.

            	
              19

            
	
              Section
      3.15

            	
              Notice
      of Events of Default

            	
              19

            
	
              Section
      3.16

            	
              Representations
      and Warranties of the Issuer as to Security Interest

            	
              19

            
	
              Section
      3.17

            	
              Audits
      of the Issuer

            	
              20

            
	
              Section
      3.18

            	
              Representations
      and Warranties of the Issuer

            	
              21

            
	
              ARTICLE
      IV

            	
              SATISFACTION
      AND DISCHARGE

            	22
	
              Section
      4.1

            	
              Satisfaction
      and Discharge of Indenture.

            	
              22

            
	
              ARTICLE
      V

            	
              REMEDIES

            	22
	
              Section
      5.1

            	
              Events
      of Default.

            	
              22

            
	
              Section
      5.2

            	
              Acceleration
      of Maturity; Rescission and Annulment.

            	
              23

            
	
              Section
      5.3

            	
              Collection
      of Indebtedness by the Indenture Trustee.

            	
              24

            
	
              Section
      5.4

            	
              Trustee
      May File Proofs of Claim.

            	
              24

            
	
              Section
      5.5

            	
              Trustee
      May Enforce Claims Without Possession of Notes.

            	
              25

            
	
              Section
      5.6

            	
              Remedies;
      Priorities.

            	
              25

            
	
              Section
      5.7

            	
              Optional
      Preservation of the Collateral

            	
              27

            
	
              Section
      5.8

            	
              Limitation
      of Suits.

            	
              27

            
	
              Section
      5.9

            	
              Unconditional
      Rights of Noteholders to Receive Principal and Interest

            	
              28

            
	
              Section
      5.10

            	
              Restoration
      of Rights and Remedies

            	
              28

            
	
              Section
      5.11

            	
              Rights
      and Remedies Cumulative

            	
              28

            
	
              Section
      5.12

            	
              Delay
      or Omission Not a Waiver

            	
              28

            
	
              Section
      5.13

            	
              Control
      by Controlling Class of Noteholders

            	
              29

            


       

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

       

      	
              Section
      5.14

            	
              Waiver
      of Defaults and Events of Default.

            	
              29

            
	
              Section
      5.15

            	
              Undertaking
      for Costs

            	
              29

            
	
              Section
      5.16

            	
              Waiver
      of Stay or Extension Laws

            	
              30

            
	
              Section
      5.17

            	
              Performance
      and Enforcement of Certain Obligations.

            	
              30

            
	
              ARTICLE
      VI

            	
              THE
      INDENTURE TRUSTEE

            	30
	
              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

            	
              33

            
	
              Section
      6.6

            	
              Reports
      by Indenture Trustee.

            	
              33

            
	
              Section
      6.7

            	
              Compensation
      and Indemnity.

            	
              35

            
	
              Section
      6.8

            	
              Replacement
      of Indenture Trustee.

            	
              36

            
	
              Section
      6.9

            	
              Successor
      Indenture Trustee by Merger.

            	
              37

            
	
              Section
      6.10

            	
              Appointment
      of Separate Indenture Trustee or Co-Indenture Trustee.

            	
              37

            
	
              Section
      6.11

            	
              Eligibility;
      Disqualification.

            	
              38

            
	
              Section
      6.12

            	
              Preferential
      Collection of Claims Against Issuer

            	
              39

            
	
              Section
      6.13

            	
              Audits
      of the Indenture Trustee

            	
              39

            
	
              Section
      6.14

            	
              Representations
      and Warranties of the Indenture Trustee

            	
              40

            
	
              Section
      6.15

            	
              Duty
      to Update Disclosure

            	
              41

            
	
              ARTICLE
      VII

            	
              NOTEHOLDERS'
      LISTS AND REPORTS

            	41
	
              Section
      7.1

            	
              Names
      and Addresses of Noteholders

            	
              41

            
	
              Section
      7.2

            	
              Preservation
      of Information; Communications to Noteholders.

            	
              42

            


       

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

       

      	
              Section
      7.3

            	
              Reports
      by Issuer.

            	
              42

            
	
              Section
      7.4

            	
              Reports
      by Indenture Trustee.

            	
              42

            
	
              ARTICLE
      VIII

            	
              ACCOUNTS,
      DISBURSEMENTS AND RELEASES

            	43
	
              Section
      8.1

            	
              Collection
      of Money

            	
              43

            
	
              Section
      8.2

            	
              Trust
      Accounts; Distributions and Disbursements.

            	
              43

            
	
              Section
      8.3

            	
              General
      Provisions Regarding Bank Accounts.

            	
              46

            
	
              Section
      8.4

            	
              Release
      of Collateral.

            	
              47

            
	
              ARTICLE
      IX

            	
              SUPPLEMENTAL
      INDENTURES

            	48
	
              Section
      9.1

            	
              Supplemental
      Indentures Without Consent of Noteholders.

            	
              48

            
	
              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

            	
              50

            
	
              Section
      9.5

            	
              Conformity
      with Trust Indenture Act

            	
              50

            
	
              Section
      9.6

            	
              Reference
      in Notes to Supplemental Indentures

            	
              51

            
	
              ARTICLE
      X

            	
              REDEMPTION
      OF NOTES

            	51
	
              Section
      10.1

            	
              Redemption.

            	
              51

            
	
              ARTICLE
      XI

            	
              MISCELLANEOUS

            	52
	
              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

            


       

       

      
        
          
          

        

        
          iv

          
            

          

        

        
          
          

        

      

       

      	
              Section
      11.5

            	
              Notices
      to Noteholders; Waiver.

            	
              55

            
	
              Section
      11.6

            	
              Conflict
      with Trust Indenture Act

            	
              55

            
	
              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

            	
              Issuer
      Obligation

            	
              56

            
	
              Section
      11.15

            	
              Subordination
      of Claims against the Depositor.

            	
              57

            
	
              Section
      11.16

            	
              No
      Petition

            	
              57

            


    

     

    
 

    Exhibit
A                          Form
of Class A Note A-1

    Exhibit
B                           Form
of Class B / C / D Note B-1

    Exhibit
C                           Form
of Investment Letter: Class D Note C-1

    Schedule
A                      Schedule
of Receivables SA-1

    


    
      
        
           


        

        
          v

          
            

          

        

        
           


        

      

    

    


    CROSS
REFERENCE TABLE1

     

    
      	
              TIA

              Section

            	
              Indenture

              Section

            
	
              310
      (a)

            	
              6.11;
      6.14

            
	
              (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.

              

            	
               

            


    

    


    
      
        
           


        

        
          vi

          
            

          

        

        
           


        

      

    

    
 

    
      INDENTURE,
dated as of November 1, 2009 (this "Indenture"), between
FORD CREDIT AUTO OWNER TRUST 2009-E, a Delaware statutory trust, as Issuer, and
THE BANK OF NEW YORK MELLON, a New York banking corporation, as Indenture
Trustee for the benefit of the Secured Parties.

       

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

       

      GRANTING
CLAUSE

       

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

       

      The
foregoing Grant is made in trust to secure (a) the payment of principal of,
interest on and any other amounts owing in respect of the Notes as provided in
this Indenture and (b) compliance by the Issuer with the provisions of this
Indenture 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 so that the interests of the Secured Parties may be
adequately and effectively protected.

       

      ARTICLE
I

      USAGE AND
DEFINITIONS

       

      Section
1.1                      Usage and
Definitions.  Capitalized terms used but not otherwise defined
in this Indenture are defined in Appendix A to the Sale and Servicing Agreement,
dated as of November 1, 2009, among Ford Credit Auto Owner Trust 2009-E, as
Issuer, Ford Credit Auto Receivables Two LLC, as Depositor, and Ford Motor
Credit Company LLC, as Servicer.  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.

       


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      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 Responsible Person of the Issuer executing such Notes, as
evidenced by their execution of such Notes.  The physical Notes will
be produced by any method as determined by the Responsible Person of the Issuer
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 and Exhibit B 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

              	
                0.29487%

              	
                $455,000,000

              
	
                Class
      A-2 Notes

              	
                0.80%

              	
                $328,000,000

              
	
                Class
      A-3 Notes

              	
                1.51%

              	
                $602,000,000

              
	
                Class
      A-4 Notes

              	
                2.42%

              	
                $197,300,000

              
	
                Class
      B Notes

              	
                3.09%

              	
                $49,900,000

              
	
                Class
      C Notes

              	
                3.42%

              	
                $33,300,000

              
	
                Class
      D Notes

              	
                5.53%

              	
                $33,300,000

              


      

      


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

       


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      Notwithstanding
the foregoing, one Note of each Class may fail to be in such minimum
denominations due to the difference between such minimum denomination
requirement and the initial Note Balance of the Notes.

       

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

       

      Section
2.4                      Registration; Registration
of Transfer and Exchange.

       

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

       

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

       

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

       


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      (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 Agents
Medallion Program, all in accordance with the Exchange Act, and (ii) accompanied
by such other documents as the Indenture Trustee may require.

       

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

       

      (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)           None
of the Class A-1 Notes, the Class B Notes, the Class C Notes or the Class D
Notes have been registered under the Securities Act or any State securities
law.  None of the Issuer, the Note Registrar or the Indenture Trustee
is obligated to register the Class A-1 Notes, the Class B Notes, the Class C
Notes or the Class D Notes under the Securities Act or any other securities or
"blue sky" laws or to take any other action not otherwise required under this
Indenture or the Trust Agreement to permit the transfer of any Class A-1 Note,
Class B Note, Class C Note or Class D Note without registration.  The
Issuer, at the direction of the Depositor or the Administrator, may elect to
register, or cause the registration of, the Class A-1 Notes, the Class B Notes,
the Class C Notes and/or the Class D Notes under the Securities Act and any
applicable State securities law, in which case the Issuer will deliver, or cause
to be delivered, to the Indenture Trustee and the Registrar such Opinions of
Counsel, Officer's Certificates and other information as determined by the
Depositor as necessary to effect such registration.

       

      (i)           Until
such time as any such Class of Notes has been registered under the Securities
Act and any applicable State securities law pursuant to Section 2.4(h), no Class
A-1 Note, Class B Note, Class C Note or Class D Note may be sold, transferred,
assigned, participated, pledged, or otherwise disposed of (any such act, a
"Class A-1 Note
Transfer," "Class B Note
Transfer," a "Class C Note
Transfer," or a "Class D Note
Transfer," respectively) to any Person except in accordance with the
provisions of this Section 2.4, and any attempted Class A-1 Note Transfer, Class
B Note Transfer, Class C Note Transfer or Class D Note Transfer in violation of
this Section 2.4 will be null and void (each a "Void Class A-1 Note
Transfer," a

       


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      "Void Class B Note
Transfer," a "Void Class C Note
Transfer," or a "Void Class D Note
Transfer," respectively).

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       


      
        
           


        

        
          5

          
            

          

        

        
           


        

      


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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      As a
condition to the registration of any Class D Note Transfer, the prospective
transferee of such Class D Note will be required to represent in writing to the
Depositor, the Note Registrar

       


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      and the
Issuer the following, unless determined otherwise by the Administrator (as
certified to the Indenture Trustee in an Officer's Certificate):

       

      (i)      It
understands that no subsequent Class D Note Transfer is permitted unless it
causes its proposed transferee to provide to the Issuer, the Note Registrar and
the Depositor a letter substantially in the form of Exhibit C 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,
      that is subject to Title I of ERISA, (b) a plan described in Section
      4975(e)(1) of the Code that is subject to Section 4975 of the Code, (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), or (d) an employee benefit
      plan or retirement arrangement that is subject to any Similar Law, with
      each of (a) through (d) 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% 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 is 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 more of the
      assets of such general account (as reasonably determined by it no less
      frequently than each calendar quarter) constitute "plan assets" for
      purposes of Title I of ERISA or Section 4975 of the Code and the Depositor
      so requests, it will dispose of all Class D Notes then held in its general
      account by the end of the next following calendar quarter and (d) it is
      not a person who has discretionary authority or control with respect to
      the assets of the Issuer or who provides investment advice for a fee
      (direct or indirect) with respect to such assets or an affiliate (as
      defined in the Plan Assets Regulation) of any 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

       


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      such
trust and one or more persons described in clause (A), (B), (C) or (E) of this
paragraph (iii) has the authority to control all substantial decisions of the
trust or (E) a person not described in clauses (A) through (D) of this paragraph
(iii) whose ownership of the Class D Notes is effectively connected with such
persons conduct of a trade or business within the United States (within the
meaning of the Code) and who provides the Issuer and the Depositor with an IRS
Form W-8ECI (and such other certifications, representations, or opinions of
counsel as may be requested by the Issuer or the Depositor).

       

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

       

      (n)           By
acceptance of any Class A-1 Note, Class B Note, Class C Note or Class D Note,
the Class A-1 Noteholder, the Class B Noteholder, the Class C Noteholder or the
Class D Noteholder, as applicable, specifically agrees with and represents to
the Depositor, the Issuer and the Note Registrar, that no Class A-1 Note
Transfer, Class B Note Transfer, Class C Note Transfer or Class D Note Transfer,
respectively, will be made unless (i) the registration requirements of the
Securities Act and any applicable State securities laws have been complied with
in respect of such class in accordance with Section 2.4(h), (ii) such Class A-1
Note Transfer, Class B Note Transfer, Class C Note Transfer or Class D Note
Transfer, as applicable, is to the Depositor or its Affiliates, or (iii) such
Class A-1 Note Transfer, Class B Note Transfer, Class C Note Transfer or Class D
Note Transfer, as applicable, is exempt from the registration requirements under
the Securities Act because such Class A-1 Note Transfer, Class B Note Transfer,
Class C Note Transfer or Class D Note Transfer, as applicable, is in compliance
with Rule 144A under the Securities Act, to a transferee who the transferor
reasonably believes is a Qualified Institutional Buyer (as defined in the
Securities Act) that is purchasing for its own account or for the account of a
Qualified Institutional Buyer and to whom notice is given that such Class A-1
Note Transfer, Class B Note Transfer, Class C Note Transfer or Class D Note
Transfer, as applicable, is being made in reliance upon Rule 144A under the
Securities Act.  With respect to any Class D Note Transfer, the
transferee is required to execute and deliver to the Indenture Trustee, the
Issuer and the Note Registrar an investment letter substantially in the form
attached as Exhibit C.

       

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

       

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

       

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

       


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


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

       

      (p)           Each
Note Owner that is subject to Title I of ERISA, Section 4975 of the Code or any
Similar Law, by accepting a beneficial interest in a Class A Note, Class B Note
or Class C Note, shall be deemed to represent that its purchase and holding of
such beneficial interest does not constitute and will not result in a non-exempt
prohibited transaction under Title I of ERISA or Section 4975 of the Code due to
the applicability of a statutory or administrative exemption from the prohibited
transaction rules (or, if the Note Owner is subject to any Similar Law, such
purchase and holding does not constitute and will not result in a violation of
such Similar Law).

       

      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).

       

      (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.

       


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      (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 be
affected by 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 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) 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, 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 Definitive Notes will be paid to the Registered Noteholder (i)
if such Noteholder has provided to the Note Registrar appropriate instructions
at least five 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 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 five 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 earlier of the Final Scheduled Payment
Date and the Redemption Date.  Notwithstanding the foregoing, the
entire unpaid principal amount of the Notes will be due and payable on the date
on which the Notes are declared to be immediately due and payable in the manner
provided in Section 5.2(a).

       


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      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 Class A-1 Notes, Class A-2 Notes, Class A-3 Notes,
Class A-4 Notes, Class B Notes, Class C Notes and Class D Notes will be issued
as Book-Entry Notes on the Closing Date.  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;

       

      (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

       


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      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 (a) the Administrator notifies 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, (b) the
Administrator notifies the Indenture Trustee that it elects to terminate the
book-entry system through the Clearing Agency or (c) 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 of at least a majority of the Note Balance of
the Controlling Class notify the Indenture Trustee and the Clearing Agency that
they elect to terminate the book-entry system through the Clearing Agency, then
the Clearing Agency will notify all Note Owners and the Indenture Trustee of the
occurrence of such election and of the availability of Definitive Notes to the
Note Owners.  After the Clearing Agency has surrendered the
typewritten Notes representing the Book-Entry Notes and delivered the
registration instructions to the Indenture Trustee, the Issuer will execute and
the Indenture Trustee will authenticate the Definitive Notes in accordance with
the instructions of the Clearing Agency.  None of the Issuer, the Note
Registrar or the Indenture Trustee will be liable for any delay in delivery of
such instructions and may conclusively rely on, and will be protected in relying
on, such instructions.  Upon the issuance of Definitive Notes to Note
Owners, the Indenture Trustee will recognize the holders of such Definitive
Notes as Noteholders.

       

      Section
2.12                      Authenticating
Agents.

       

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

       

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

       

      (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.

       


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


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

       

      Section
2.13                      Note Paying
Agents.

       

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

       

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

       

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

       

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

       

      ARTICLE
III

      COVENANTS
AND REPRESENTATIONS

       

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

       

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

       

      Section
3.3                      Money for Payments To Be
Held in Trust.

       

      (a)           All
payments of amounts due and payable with respect to any Notes 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

       


      
        
           


        

        
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      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.

       

      (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 two 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

       


      
        
           


        

        
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      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

       

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

       


      
        
           


        

        
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      (c)           The
Indenture Trustee is under no obligation (i) 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 or (ii) to
file any such financing or continuation statement, or amendment to such
statements, and will not be liable for failure to do so.

       

      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.

       

      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,

       


      
        
           


        

        
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      or permit
any Person to be released from any covenants or obligations with respect to the
Notes under this Indenture except as expressly permitted by this Indenture, (ii)
permit any Lien other than Permitted Liens to be created on or extend to or
otherwise arise upon or burden the Collateral or (iii) permit the Lien of this
Indenture not to constitute a valid first priority security interest in the
Collateral (other than with respect to Permitted Liens); or

       

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

       

      Section
3.8                      Opinions as to
Collateral.

       

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

       

      (b)           On
the Closing Date, the Issuer will furnish to the Indenture Trustee an Opinion of
Counsel to the effect that this Indenture and all financing statements and
continuation statements have 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.

       

      (c)           On
or before April 30 in each calendar year, beginning in the year after the
Closing Date, 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 and all financing statements and continuation statements, 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 year stating, as to the Responsible
Person signing such Officer's Certificate, that (a) a review of the Issuer's
activities and of its performance under this Indenture during the preceding
calendar year (or, in the case of the first certificate, the portion of the
preceding calendar year since the Closing Date) has been made under such
Responsible Person's supervision and (b) to such Responsible Person's knowledge,
based on such review, the Issuer has complied in all material respects with all
conditions and covenants to be complied with by the Issuer under this Indenture
during the preceding calendar year, or, if there has been a failure to comply in
any material respect that is continuing, specifying each such failure known to
such Responsible Person and the nature and status of such failure.  If
the Issuer is not required to file periodic reports under the Exchange Act or
otherwise required by law to file an Officer's Certificate of the Issuer as to
compliance, such Officer's Certificate may be delivered on or

       


      
        
           


        

        
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      before
April 30 of each calendar year.  A copy of the Officer's Certificate
referred to in this Section 3.9 may be obtained by any Noteholder or Person
certifying it is a Note Owner by a request in writing to the Indenture Trustee
at its Corporate Trust Office.  The Issuer's obligation to deliver an
Officer's Certificate under this Section 3.9 will terminate upon the payment in
full of the Notes, including by redemption in whole pursuant to Section
10.1.

       

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

       

      (a)           the
Person (if other than the Issuer) formed by or surviving such consolidation or
merger, or that acquires the properties and assets, (i) is organized and
existing under the laws of the United States or any State and (ii) assumes, by
an indenture supplemental to this Indenture, executed and delivered to the
Indenture Trustee, in form reasonably satisfactory to the Indenture Trustee, the
due and punctual payment of the principal of and interest on all Notes 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).

       


      
        
           


        

        
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      Section
3.11                      Successor
or Transferee.

       

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

       

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

       

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

       

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

       

      Section
3.14                      Restricted
Payments.

       

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

       

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

       

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

       

      Section
3.15                      Notice of Events of
Default.  The Issuer will notify the Indenture Trustee, the
Servicer and the Rating Agencies within five Business Days after a Responsible
Person of the Issuer has 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

       


      
        
           


        

        
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      prior to
all other Liens, and is enforceable as such against creditors of and purchasers
from the Issuer.

       

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

       

      (c)           The
Issuer owns and has good and marketable title to the Receivables free and clear
of any Lien other than Permitted Liens.  The Issuer has received all
consents and approvals required by the terms of the Receivables to transfer to
the Indenture Trustee all of its interest and rights in the Receivables, 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 ten 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

       


      
        
           


        

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

       

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

       

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

       

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

       

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

       

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

       


      
        
           


        

        
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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 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.

       

      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
five days or more;

       

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

       

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

       

      Section
5.2                      Acceleration of Maturity;
Rescission and Annulment.

       

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

       

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

       


      
        
           


        

        
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      (i)           the
Issuer has paid or deposited with the Indenture Trustee an amount sufficient to
(A) 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 if the
Event of Default giving rise to such acceleration had not occurred, (B) pay all
amounts owed to the Indenture Trustee under Section 6.7, and (C) 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 of the Indenture
Trustee on behalf of the Secured Parties allowed in such Proceedings (including
any amounts due to the Indenture Trustee pursuant to Section 6.7);

       

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

       


      
        
           


        

        
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      (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 or 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 to make payments to the Indenture Trustee and, if
the Indenture Trustee consents to the making of payments directly to such
Noteholders, to pay to the Indenture Trustee 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 any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Noteholder to authorize the
Indenture Trustee to vote in respect of the claim of any Noteholder 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.

       

      (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;

       


      
        
           


        

        
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      (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 and the
Noteholders; 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 and the Depositor of any sale or
liquidation pursuant to Section 5.6(a)(iv) at least 15 days before such sale or
liquidation.  Any Noteholder 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:

       

      
        	
                 
      

              	
                (A)

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

              


      

       

      
        	
                 
      

              	
                (B)

              	
                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;

              


      

       

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

       

      
        	
                 
      

              	
                (A)

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

              


      

       

      
        	
                 
      

              	
                (B)

              	
                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;
      or

              


      

       

      
        	
                 
      

              	
                (C)

              	
                the
      Indenture Trustee (1) determines (but will have no obligation to make such
      determination) that the Collateral will not continue to provide sufficient
      funds for the payment of all amounts owed to the Secured Parties, as those
      payments would have become due if the Notes had not been declared due and
      payable and (2) 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)(B), (iii)(B) or
(iii)(C) (1) 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

       


      
        
           


        

        
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      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
an Event of Default and an acceleration of the Notes, 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.  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;

       

      (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.

       


      
        
           


        

        
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                      (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 provision 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) in
accordance with the provisions of this Indenture and of the other Basic
Documents and to institute a Proceeding for the enforcement of any such payment
in accordance with Section 5.8.  Such rights may not be impaired or
affected without the consent of such Noteholder.

       

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

       

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

       

      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

       


      
        
           


        

        
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      Trustee
or to the Noteholders may be exercised from time to time, and as often as may be
deemed expedient, by the Indenture Trustee or by the Noteholders, as the case
may be.

       

      Section
5.13                      Control by Controlling Class
of Noteholders.  The Noteholders of at least a majority of the
Note Balance of the Controlling Class have the right to direct the time, method
and place of conducting any Proceeding for any remedy available to the Indenture
Trustee with respect to the Notes or exercising any trust or power conferred on
the Indenture Trustee; provided
that:

       

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

       

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

       

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

       

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

       

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

       

      Section
5.14                      Waiver of Defaults and
Events of Default.

       

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

       

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

       

      Section
5.15                      Undertaking for
Costs.  All parties to this Indenture agree, and each
Noteholder by such Noteholder's acceptance of a Note will be deemed to have
agreed, that a court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit.  This Section 5.15 will not
apply to (a) any suit instituted by the Indenture Trustee, (b) any suit
instituted by any

       


      
        
           


        

        
          29

          
            

          

        

        
           


        

      


      Noteholder
or group of Noteholders holding 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 (A)
the Depositor and the Servicer of their obligations to the Issuer under the Sale
and Servicing Agreement, or (B) the Depositor and Ford Credit of their
obligations under the Purchase Agreement and (ii) exercise any and all rights,
remedies, powers, privileges and claims lawfully available to the Issuer under
such agreements to the extent and in the manner directed by the Indenture
Trustee.

       

      (b)           If
an Event of Default has occurred and is continuing, the Indenture Trustee may,
and at the direction of the Noteholders of at
least 66-2/3% of the Note Balance of the Controlling Class will, exercise all
rights, remedies, powers, privileges and claims of the Issuer against (i) the
Depositor or the Servicer under the Sale and Servicing Agreement, or (ii) the
Depositor or Ford Credit under the 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, extension or waiver under
such agreements, 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

       


      
        
           


        

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

       

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

       

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

       

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

       

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

       


      
        
           


        

        
          31

          
            

          

        

        
           


        

      


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

       

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

       

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

       

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

       

      (g)           The
Indenture Trustee will not be responsible or liable for any failure or delay in
the performance of its obligations under this Indenture arising out of or caused
by, directly or indirectly, forces beyond its control, including strikes, work
stoppages, acts of war or terrorism, civil or military disturbances, nuclear or
natural catastrophes or acts of God, and interruptions, loss or malfunctions of
utilities, but the Indenture Trustee will use reasonable efforts which are
consistent with accepted practices in the banking industry to resume performance
as soon as practicable under the circumstances.

       

      (h)           The
Indenture Trustee will not be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including loss of profit)
irrespective of whether the Indenture Trustee has been advised of the likelihood
of such loss or damage and regardless of the form of action.

       

      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.

       


      
        
           


        

        
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      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 of a Responsible Person of the
Indenture Trustee obtaining actual knowledge of, or receiving notice of, any
Default under this Indenture, 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 a Responsible
Person of the Indenture Trustee has obtained actual knowledge of, or has
received notice 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 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 such report available to
the Noteholders through the Indenture Trustee's website, which initially is
located at www.absreporting.com).

       

      (c)           If
required by Regulation AB and requested by the Depositor or the Servicer, the
Indenture Trustee will deliver to the Depositor, the Owner Trustee, and the
Servicer on or before March 1 of each year, beginning in the year after the
Closing Date, an Officer's Certificate, dated as of December 31 of the preceding
calendar year, signed by a Responsible Person of the Indenture Trustee (i) to
the effect that (A) a review of the Indenture Trustee's activities during the
preceding calendar year (or, in the case of the first certificate, the portion
of the preceding calendar year, since the Closing Date) and of its performance
under this Indenture has been made under such Responsible Person's supervision
and (B) to such Responsible Person's knowledge, based on such review, the
Indenture Trustee has fulfilled in all material respects all of its obligations
under this Indenture throughout such calendar year (or, in the case of the first
certificate, the portion of the preceding calendar year since the Closing Date),
or, if there has been a failure to fulfill any such obligation in any material
respect, specifically identifying each

       


      
        
           


        

        
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      such
failure known to such Responsible Person and the nature and status of such
failure and (ii) certifying to matters related to the Indenture Trustee as
required under Form 10-K under the Exchange Act.  If the Issuer is not
required to file periodic reports under the Exchange Act or otherwise required
by law to file an Officer's Certificate of the Indenture Trustee as to
compliance, such Officer's Certificate may be delivered on or before April 1 of
each calendar year.

       

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

       

      (i)      deliver
to the Depositor, the Owner Trustee and the Servicer, a report, dated as of
December 31 of the preceding calendar year, on its assessment of compliance with
the minimum servicing criteria described in Items 1122(d)(2)(i), (2)(ii),
(2)(iv), (2)(v), (3)(ii) (with respect to remittances only) and (3)(iv) of
Regulation AB (the "Applicable Servicing
Criteria") 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; and

       

      (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 the Applicable Servicing
Criteria with respect to the prior calendar year.  Such attestation
report will be addressed to the board of directors of the Servicer and to the
Depositor and Owner Trustee.  Such attestation report will be in
accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the
Securities Act and the Exchange Act.  The firm may render other
services to the Indenture Trustee, but the firm must indicate in each
attestation report that it is qualified and independent within the meaning of
Rule 2-01 of Regulation S-X under the Securities Act.

       

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

       

      (e)           Each
of the parties agrees that (i) the obligations of the parties under Sections
6.6(c) and (d) will be interpreted in such a manner as to accomplish compliance
with Regulation AB and (ii) the parties’ obligations under Sections 6.6(c) and
(d) will be deemed to be supplemented and modified as necessary to be consistent
with any such amendments, interpretive guidance provided by the Securities and
Exchange Commission or its staff or established market practice among
participants in the asset-backed securities markets in respect of the
requirements of Regulation AB, and the parties will comply with reasonable
requests made by the Depositor, the Servicer or the Indenture Trustee in good
faith for delivery of additional or different information required to comply
with the provisions of Regulation AB.

       


      
        
           


        

        
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      If the
parties to this Indenture determine to further clarify or amend Sections 6.6(c)
or (d), this Indenture may be amended to reflect the new agreement between the
parties covering matters in Sections 6.6(c) or (d) pursuant to Section 9.1(a),
which amendment will not require the delivery of any Opinions of Counsel or
Rating Agency Confirmation.

       

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

       

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

       


      
        
           


        

        
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      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
the Bankruptcy Code or any other applicable federal or State bankruptcy,
insolvency or similar law.

       

      Section
6.8                      Replacement of Indenture
Trustee.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      (d)           Any
successor Indenture Trustee will have all the rights, powers, duties and
obligations of the Indenture Trustee under this Indenture.  The Issuer
will continue to pay all amounts owed to the retiring Indenture Trustee in
accordance with Sections 6.7 and 8.2 following the retiring Indenture Trustee's
resignation or removal until all such amounts are paid.  The successor
Indenture Trustee will deliver a notice of its succession to the Secured
Parties.  The retiring Indenture Trustee will promptly transfer all
property held by it as Indenture Trustee to the successor Indenture
Trustee.

       


      
        
           


        

        
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      (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 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 the Secured Parties of the appointment of any
separate trustee or co-trustee will be required under Section 6.8.

       

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

       

      (i)      all
rights, powers, duties and obligations conferred or imposed upon the Indenture
Trustee will be conferred or imposed upon and exercised or performed by the
Indenture Trustee, or the Indenture Trustee and such separate trustee or
co-trustee jointly (it being understood that such separate trustee or co-trustee
will not be authorized to act

       


      
        
           


        

        
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      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
ten days after the Indenture Trustee fails to satisfy any of the requirements
set forth in this Section 6.11(a) or ceases to be a Qualified Institution, the
Indenture Trustee will notify the Issuer and the Servicer of such
failure.

       

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

       


      
        
           


        

        
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      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(c) of the TIA.

       

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

       


      
        
           


        

        
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      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 two
years after the termination of its obligations under this
Indenture.

       

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

       

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

       

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

       

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

       

      (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

       


      
        
           


        

        
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      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 and is
a Qualified Institution.  The Indenture Trustee or its parent has a
combined capital and surplus of at least $50,000,000 as set forth in its most
recent annual published report of condition.

       

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

       

      Section
6.15                      Duty to Update
Disclosure.  The Indenture Trustee will notify and provide
information, and certify such information in an Officer's Certificate, to the
Depositor upon any event or condition relating to the Indenture Trustee or
actions taken by the Indenture Trustee that (A) (i) is required to be disclosed
by the Depositor under Item 2 (the institution of, material developments in, or
termination of legal proceedings against The Bank of New York Mellon that are
material to Noteholders) of Form 10-D under the Exchange Act within five 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 five 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 five 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 Mellon as Indenture Trustee) or Item 6.04 (failure to make
a distribution when required) of Form 8-K under the Exchange Act within two 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 five days of a Responsible Person of
the Indenture Trustee becoming aware thereof.

       

      ARTICLE
VII

      NOTEHOLDERS'
LISTS AND REPORTS

       

      Section
7.1                      Names and Addresses of
Noteholders.  If the Indenture Trustee is not the Note
Registrar, the Issuer will furnish a list of the names and addresses of the
Noteholders of any Definitive Notes to the Indenture Trustee (a) not more than
five 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 ten 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
ten days to the Owner Trustee a list of Noteholders of all Book-Entry Notes as
of the date specified by the Owner Trustee.

       


      
        
           


        

        
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      Section
7.2                      Preservation of Information;
Communications to Noteholders.

       

      (a)           The
Indenture Trustee will preserve, in as current a form as is reasonably
practicable, the names and addresses of the Noteholders contained in the most
recent list furnished to the Indenture Trustee pursuant to Section 7.1 and the
names and addresses of Noteholders received by the Indenture Trustee in its
capacity as Note Registrar.  The Indenture Trustee may destroy any
list furnished to it pursuant to Section 7.1 upon receipt of a new
list.

       

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

       

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

       

      Section
7.3                      Reports by
Issuer.

       

      (a)           The
Issuer will:

       

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

       

      (ii)     file
with the Indenture Trustee and the Securities and Exchange Commission such
additional information, documents and reports with respect to compliance by the
Issuer with the conditions and covenants of this Indenture, as may be prescribed
by the Securities and Exchange Commission; and

       

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

       

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

       

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

       

      Section
7.4                      Reports by Indenture
Trustee.

       

      (a)           Within
90 days after each April 15, beginning in the year after the Closing Date, 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

       


      
        
           


        

        
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      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.  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.

       

      Section
8.2                      Trust Accounts;
Distributions and Disbursements.

       

      (a)           On
or before the Closing Date, the Indenture Trustee will establish, and on and
after the Closing Date will maintain, the Bank Accounts 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 Collection Account and make deposits and payments on each
Payment Date, to the extent of Available Funds on deposit in the Collection
Account with respect to such Payment Date, in the following order of priority
(pro rata to the
Persons within each priority level based on the amounts due except as otherwise
specified):

       

      (i)      first,
to the payment of all amounts, including indemnities, then due to the Indenture
Trustee and the Owner Trustee and any expenses of the Issuer incurred in
accordance with the Basic Documents, in each case, 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 Noteholders of Class A Notes, the aggregate Accrued Note Interest for the
Class A Notes, pro rata
based on the Note Balances of the Class A Notes as of the preceding Payment
Date;

       


      
        
           


        

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

       

      (v)    fifth,
to the Noteholders of Class B Notes, the Accrued Note Interest for the Class B
Notes;

       

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

       

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

       

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

       

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

       

      (x)     tenth,
to the Reserve Account, the amount required to reinstate the amount in the
Reserve Account up to the Specified Reserve Balance;

       

      (xi)    eleventh,
to the Principal Payment Account, the Regular Principal Payment;

       

      (xii)   twelfth,
to the payment of all amounts due to the Indenture Trustee and the Owner Trustee
and any expenses of the Issuer, in each case, to the extent not paid by the
Depositor or Administrator or pursuant to Section 8.2(c)(i) on such Payment
Date; and

       

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

       

      (iii)   third,
to the Noteholders of the Class A-3 Notes in payment of principal until the Note
Balance of the Class A-3 Notes has been reduced to zero;

       


      
        
           


        

        
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      (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
following an Event of Default, then on each Payment Date following the
Collection Period during which such Event of Default or liquidation occurs, the
Indenture Trustee (based on the information contained in the most recent Monthly
Investor Report) will make the following withdrawals from the Bank Accounts and
make payments and distributions on each Payment Date, to the extent of funds on
deposit in the Bank Accounts with respect to the Collection Period preceding
such Payment Date, in the following order of priority (pro rata to the Persons
within each priority level based on the amounts due except as otherwise
specified):

       

      (i)      first,
to the payment of all amounts due to the Indenture Trustee, the Owner Trustee
and any expenses of the Issuer incurred in accordance with the Basic
Documents;

       

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

       

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

       

      (iv)   
fourth, 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;

       

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

       

      (vi)    sixth,
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;

       

      (vii)   seventh,
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;

       


      
        
           


        

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

       

      (ix)    ninth,
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;

       

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

       

      (xi)    eleventh,
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;

       

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

       

      (xiii)  thirteenth,
to the Noteholders of the Class D Notes in payment of principal until the Note
Balance of the Class D Notes is reduced to zero; 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 money or property
remaining after payment in full of the amounts described in Section 8.2(e)(i)
through (xiii).

       

      (f)           Each
of (i) the subordination of interest payments to the Noteholders of the Class B
Notes to the payment of any First Priority Principal Payment 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 any Second Priority Principal
Payment 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 any Third Priority Principal Payment 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 (unless such Qualified Institution
is also the Indenture Trustee) and will not be liable for the actions or
inactions of any Qualified Institution (unless such Qualified Institution is
also the Indenture Trustee).

       

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

       


      
        
           


        

        
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      Section
8.4                      Release of
Collateral.

       

      (a)           The
Indenture Trustee will release property from the Lien of this Indenture only
upon receipt of an Issuer Request accompanied by an Officer's Certificate and an
Opinion of Counsel meeting the requirements of Section 11.1.

       

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

       

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

       

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

       

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

       

      (c)           Upon
request by the Servicer or the Issuer, the Indenture Trustee will execute
instruments and authorize or file termination statements to release property
from the Lien of this Indenture or convey the Indenture Trustee's interest in
the same to effect the transfers of Receivables permitted by Sections 8.4 or
10.1.  No party relying upon an instrument or authorization executed
by the Indenture Trustee as provided in this Article VIII is required to
ascertain the Indenture Trustee's authority, inquire into the satisfaction of
any conditions precedent or require evidence as to the application of any
monies.

       

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

       


      
        
           


        

        
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      ARTICLE
IX

      SUPPLEMENTAL
INDENTURES

       

      Section
9.1                      Supplemental Indentures
Without Consent of Noteholders.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      (b)           The
Issuer and the Indenture Trustee, when directed by Issuer Order, may enter,
without the consent of any of the Noteholders, into an indenture or indentures
supplemental to

       


      
        
           


        

        
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      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 (1) such additional securities are registered under the Securities Act or
(2) 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 and with prior notice by the Issuer to the Rating Agencies,
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 if the Issuer delivers an Opinion of Counsel to
the Indenture Trustee to the effect that such amendment will not (i) cause any
Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or
(ii) cause the Issuer to be treated as an association or publicly traded
partnership taxable as a corporation for U.S. federal income tax purposes; provided, however, that no such
supplemental indenture, without the consent of each Noteholder of each
Outstanding Note adversely affected by such supplemental indenture,
will:

       

      
        	
                 
      

              	
                (A)

              	
                modify
      or alter Section 9.1 or this Section
9.2;

              


      

       

      
        	
                 
      

              	
                (B)

              	
                change
      (1) the Final Scheduled Payment Date or the date of payment of any
      installment of principal of or interest on any Note, (2) the principal
      amount of or interest rate on any Note, (3) the price at
    which

              


      

       


      
        
           


        

        
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                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, (4) 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 (5) the right
      of Noteholders to institute suits to enforce this
    Indenture;

              


      

       

      
        	
                 
      

              	
                (C)

              	
                modify
      the percentage of the Note Balance of the Notes Outstanding or the
      Controlling Class required for any
action;

              


      

       

      
        	
                 
      

              	
                (D)

              	
                modify
      or alter (1) the proviso to the definition of "Outstanding" or (2) the
      definition of "Controlling Class";

              


      

       

      
        	
                 
      

              	
                (E)

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

              


      

       

      
        	
                 
      

              	
                (F)

              	
                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.

       

      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

       


      
        
           


        

        
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      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:

       

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

       

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

       

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

       

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

       

      (c)           On
the Redemption Date, the outstanding principal amount of the Notes will be due
and payable and interest on the Notes will cease to accrue from and after the
Redemption Date, unless the Issuer defaults in the payment of the Notes on the
Redemption Date.  Upon redemption, the Indenture Trustee agrees to
execute any and all instruments reasonably requested

       


      
        
           


        

        
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      of it 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) to the extent required by the
TIA or upon request of the Indenture Trustee, an Opinion of Counsel to the
effect that in the opinion of such counsel all such conditions precedent have
been complied with and (iv) (if required by the TIA) an Independent Certificate
from a firm of certified public accountants of national reputation selected by
the Issuer.  However, in the case of any such application or request
as to which the furnishing of such documents is specifically required by this
Indenture, no additional certificate or opinion need be furnished.

       

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

       

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

       

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

       

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

       

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

       

      (c)           i)           Before
depositing any cash or property with the Indenture Trustee that is to be made
the basis for the release of any property subject to the Lien of this Indenture,
the Issuer will, furnish to the Indenture Trustee (A) an Officer's Certificate
certifying or stating the opinion of each person signing such certificate as to
the fair value (within 90 days of such deposit) to the Issuer of the cash or
property to be so deposited and (B) an Independent Certificate as to the same
matters, if the fair value to the Issuer of the securities to be so deposited
and of all other such securities made the basis of any such withdrawal or
release since

       


      
        
           


        

        
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      the
commencement of the then-current calendar year, as set forth in the certificates
delivered pursuant to Section 11.1(c)(i)(A), is 10% or more of the Note Balance
of the Notes Outstanding, but such a certificate need not be furnished with
respect to any property or securities so deposited, if the fair value of such
property or securities to the Issuer as set forth in the related Officer's
Certificate is less than $25,000 or less than 1% of the Note Balance of the
Notes Outstanding.

       

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

       

      (d)           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, (i) 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 (ii) make cash
payments out of the Bank Accounts, in each case, as and to the extent permitted
or required by the Basic Documents.

       

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

       

      Section
11.2                      Form of Documents Delivered
to Indenture Trustee.

       

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

       


      
        
           


        

        
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      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, three days after deposit in the mail;

       

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

       

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

       


      
        
           


        

        
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      (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.

       

      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

       


      
        
           


        

        
          55

          
            

          

        

        
           


        

      


      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.

       

      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                     Issuer
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
(a) the Indenture Trustee or the Owner Trustee each in its individual
capacities, (b) any holder of a beneficial interest in the Issuer, (c) any
partner, owner, beneficiary, agent, officer, director, employee or agent of the
Indenture Trustee or the Owner Trustee, each in its individual capacity or (d)
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

       


      
        
           


        

        
          56

          
            

          

        

        
           


        

      


      have
agreed (it being understood that the Indenture Trustee and the Owner Trustee
have no such obligations in their individual capacities).  For all
purposes of this Indenture, in the performance of any duties or obligations of
the Issuer under this Indenture, the Owner Trustee will be subject to, and
entitled to the benefits of, Articles V, VI and VII of the Trust
Agreement.

       

      Section
11.15                                Subordination of Claims
against the Depositor.

       

      (a)           The
obligations of the Issuer under this Indenture are solely the obligations of the
Issuer and do not represent any obligation or interest in any assets of the
Depositor.  The Indenture Trustee, by entering into this Indenture,
and each Noteholder and Note Owner, by accepting a Note or a beneficial interest
in a Note, acknowledge and agree that they have no right, title or interest in
or to any Other Assets of the Depositor.  Notwithstanding the
preceding sentence, if such Indenture Trustee, Noteholder or Note Owner either
(i) asserts an interest or claim to, or benefit from, the Other Assets, or (ii)
is deemed to have any such interest, claim to, or benefit in or from the Other
Assets, whether by operation of law, legal process, pursuant to insolvency laws
or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code),
then such Indenture Trustee, Noteholder or Note Owner further acknowledges and
agrees that any such interest, claim or benefit in or from the Other Assets is
expressly subordinated to the indefeasible payment in full of the other
obligations and liabilities, which, under the relevant documents relating to the
securitization or conveyance of such Other Assets, are entitled to be paid from,
entitled to the benefits of, or otherwise secured by such Other Assets (whether
or not any such entitlement or security interest is legally perfected or
otherwise entitled to a priority of distributions or application under
applicable law, including insolvency laws, and whether or not asserted against
the Depositor), including the payment of post-petition interest on such other
obligations and liabilities.  This subordination agree­ment is
deemed a subordination agreement within the meaning of Section 510(a) of the
Bankruptcy Code.  The Indenture Trustee, each Noteholder and each Note
Owner further acknowledges and agrees that no adequate remedy at law exists for
a breach of this Section 11.15 and this Section 11.15 may be enforced by an
action for specific performance.

       

      (b)           This
Section 11.15 is for the third party benefit of those entitled to rely on this
Section 11.15 and will survive the termination of this Indenture.

       

      Section
11.16                                No
Petition.  The Indenture Trustee, each Noteholder or Note
Owner, by accepting a Note or a beneficial interest in a Note, each covenants
and agrees that, before the date that is one year and one day (or, if longer,
any applicable preference period) after the payment in full of (a) all
securities issued by the Depositor or by a trust for which the Depositor was a
depositor or (b) the Notes, it will not institute against, or join any other
Person in instituting against, the Depositor or the Issuer, respectively, 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 11.16 will survive the resignation
or removal of the Indenture Trustee under the Indenture and the termination of
this Indenture.

       

      [Remainder
of Page Intentionally Left Blank]


      
        
           


        

        
          57

          
            

          

        

        
           


        

      


      
        EXECUTED
BY:

         

        
           

          
            
              	 	
                      
                        FORD
      CREDIT AUTO OWNER TRUST 2009-E, 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 2009-E

                    	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	/s/
      Mildred
      F. Smith	 
	 	 	Name:
      Mildred
      F. Smith	 
	 	 	Title:  
      Vice
      President	 
	 	 	 	 


            

          

           

           

          
             

            
              
                	 	
                        
                          
                            THE
      BANK OF NEW YORK MELLON, 

                              not
      in its individual capacity but solely as Indenture
      Trustee

                            

                          

                        

                      	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	/s/
      Anna
      Bourtman	 
	 	 	Name:
      Anna
      Bourtman	 
	 	 	Title:  
      Senior
      Associate	 
	 


              

            

          

        

      

       

       

      
        [Signature
Page to Indenture]

      

       


      
        
          
          

           


        

        
           


          
            

          

        

        
           


        

      


      Exhibit
A

       

      Form of
Class A 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.

       

      [Class A-1 Notes
Only:  THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY
STATE SECURITIES OR BLUE SKY LAW OF ANY STATE OF THE UNITED STATES. THE HOLDER
OF THIS NOTE, BY PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF THE ISSUER AND
THE DEPOSITOR THAT THIS NOTE MAY BE SOLD, TRANSFERRED, ASSIGNED, PARTICIPATED,
PLEDGED OR OTHERWISE DISPOSED OF ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND
OTHER APPLICABLE LAWS, AND ONLY (I) PURSUANT TO RULE 144A UNDER THE SECURITIES
ACT ("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE l44A (A "QIB"), PURCHASING FOR
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN
EACH CASE, THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, OR (II) TO THE DEPOSITOR OR ITS AFFILIATES, IN EACH CASE
IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND
SECURITIES AND BLUE SKY LAWS OF THE STATES OF THE UNITED STATES.]

       

      EACH NOTE
OWNER THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE"), OR ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW OR
REGULATION THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF
THE CODE ("SIMILAR LAW"), BY ACCEPTING A BENEFICIAL INTEREST IN THIS NOTE, IS
DEEMED TO REPRESENT THAT ITS PURCHASE AND HOLDING OF SUCH BENEFICIAL INTEREST
DOES NOT CONSTITUTE AND WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER TITLE I OF ERISA OR SECTION 4975 OF THE CODE, DUE TO THE APPLICABILITY OF
A STATUTORY OR ADMINISTRATIVE EXEMPTION FROM THE PROHIBITED TRANSACTION RULES
(OR, IF THE NOTE OWNER IS SUBJECT TO ANY SIMILAR LAW, SUCH PURCHASE
AND

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      HOLDING
DOES NOT CONSTITUTE AND WILL NOT RESULT IN A VIOLATION OF SUCH SIMILAR
LAW).

       

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

       


      
        
           


        

        
          A-2

          
            

          

        

        
           


        

      


       

      
         

        
          	 REGISTERED 	   $[___________]	 
	  No.
      R-1 	 	    CUSIP
      NO. [_________]


        

         

      

                               

      FORD
CREDIT AUTO OWNER TRUST 2009-E

       

      CLASS
A-[__] [___%] ASSET BACKED NOTES

       

      Ford
Credit Auto Owner Trust 2009-E, 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 [________________] 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 [__________] (each, a "Payment Date") in an
amount equal to the aggregate amount payable to Noteholders of Class A-[__]
Notes on such Payment Date from the Principal Payment Account in respect of
principal on the Class A-[__] Notes pursuant to Section 3.1 of the Indenture,
dated as of [__________] (the "Indenture"), between
the Issuer and The Bank of New York Mellon, 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 [__________] Payment Date
(the "Class A-[__]
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-[__] Notes will be made ratably to the Noteholders entitled to
such principal payments. Capitalized terms used but not otherwise defined in
this Note are defined in Article I of the Indenture, which also contains rules
as to usage applicable to this Note.

       

      The
Issuer will pay interest on this Note at the rate per annum shown above on each
Payment Date until the principal of this Note is paid or made available for
payment, on the principal amount of this Note outstanding on the preceding
Payment Date (after giving effect to all payments of principal made on the
preceding Payment Date), subject to certain limitations contained in Section 3.1
of the Indenture.  Interest on this Note will accrue for each Payment
Date from and including the [15th day of the calendar month preceding each
Payment Date][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 [the 15th day of the following calendar month][such Payment
Date].  Interest will be computed on the basis of [actual days elapsed
and] 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-[__] [___%] Asset Backed Notes (the
"Class A-[__]
Notes") of the Issuer.  Also authorized under the Indenture are
the [[Class A-[__] 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

       


      
        
           


        

        
          A-3

          
            

          

        

        
           


        

      


      thereunder
of the Issuer, the Indenture Trustee and the Noteholders.  The Notes
are subject to all terms of the Indenture.

       

      The Class
A-[__] Notes are and will be equally and ratably secured by the collateral
pledged as security therefor as provided in the Indenture.  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 five
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-[__]
Note Interest Rate to the extent lawful.

       

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

       

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

       


      
        
           


        

        
          A-4

          
            

          

        

        
           


        

      


      will be
charged for any registration of transfer or exchange of this Note, but the
transferor may be required to pay an amount sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange.

       

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

       

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

       

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

       

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

       

      The
Issuer has entered into the Indenture and this Note is issued with the intention
that, for federal, State, and local income and franchise tax purposes, Notes
that are beneficially owned

       


      
        
           


        

        
          A-5

          
            

          

        

        
           


        

      


      by a
Person other than Ford Credit or its Affiliates will qualify as indebtedness of
the Issuer secured by the Collateral.  Each Noteholder or Note Owner,
by its acceptance of a Note or a beneficial interest in a Note, will be deemed
to agree to treat the Notes for federal, State and local income, single business
and franchise tax purposes as indebtedness of the Issuer.

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      Anything
in this Note to the contrary notwithstanding, except as provided in the Basic
Documents, none of The Bank of New York Mellon, in its individual capacity, U.S.
Bank Trust National Association, in its individual capacity, any owner of a
beneficial interest in the Issuer,

       


      
        
           


        

        
          A-6

          
            

          

        

        
           


        

      


      or any of
their respective partners, beneficiaries, agents, officers, directors, employees
or successors or assigns will be personally liable for, nor will recourse be had
to any of them for, the payment of principal or of interest on this Note or
performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in the Indenture.  The Noteholder of this
Note, by its acceptance of this Note, agrees that, except as provided in the
Basic Documents, in the case of an Event of Default under the Indenture, the
Noteholder has no claim against any of the foregoing for any deficiency, loss or
claim therefrom; provided, however, that nothing
contained in this Note will be taken to prevent recourse to, and enforcement
against, the assets of the Issuer for any and all liabilities, obligations and
undertakings contained in the Indenture or in this Note.

       

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

       

      [Remainder
of Page Intentionally Left Blank]

       


      
        
           


        

        
          A-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:
[________]

       

      
        
          	 	
                  FORD
      CREDIT AUTO OWNER TRUST 2009-E

                	 
	 	 	 	 
	 	BY:	
                  U.S.
      BANK TRUST NATIONAL ASSOCIATION, 

                    not
      in its individual capacity but solely as Owner Trustee of Ford Credit Auto
      Owner Trust 2009-E

                  

                	 
	 	 	 	 
	
                   

                	
                  By:
      

                	 	 
	 	 	
                  Responsible
      Person

                	 


        

      

       

       

      
      

      TRUSTEE'S
CERTIFICATE OF AUTHENTICATION

       

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

       

      Date:
[________]

       

      
         

        
          
            	 	
                    
                      THE
      BANK OF NEW YORK MELLON, not
      in its individual capacity but solely
      as Indenture Trustee

                    

                  	 
	 	 	 	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	 	 
	 	 	
                    Responsible
      Person

                  	 


          

        

         

      


      
        
           


        

        
          A-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 Note, with full power of substitution in the
premises.

       

      


      
        	
                Dated:
      _____________________________

              	 	 _________________________________________*/
Signature
      Guaranteed	   

                 

              


      

       

      
      

       

      
        	 */	 


      

       

       

      
        	
                */

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

              


      

       


      
        
           


        

        
          A-9

          
            

          

        

        
           


        

      


      Exhibit
B

       

      Form of
Class B / C / D Note

       

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

       

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

       

      [Class B/C
only:  EACH NOTE OWNER THAT IS SUBJECT TO TITLE I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW OR REGULATION THAT IS SUBSTANTIALLY
SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE ("SIMILAR LAW"), BY
ACCEPTING A BENEFICIAL

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      INTEREST
IN THIS NOTE, IS DEEMED TO REPRESENT THAT ITS PURCHASE AND HOLDING OF SUCH
BENEFICIAL INTEREST DOES NOT CONSTITUTE AND WILL NOT RESULT IN A NON-EXEMPT
PROHIBITED TRANSACTION UNDER TITLE I OF ERISA OR SECTION 4975 OF THE CODE, DUE
TO THE APPLICABILITY OF A STATUTORY OR ADMINISTRATIVE EXEMPTION FROM THE
PROHIBITED TRANSACTION RULES (OR, IF THE NOTE OWNER IS SUBJECT TO ANY SIMILAR
LAW, SUCH PURCHASE AND HOLDING DOES NOT CONSTITUTE AND WILL NOT RESULT IN A
VIOLATION OF SUCH SIMILAR LAW).]

       

      [Class D only:  IN
ADDITION, EACH NOTEHOLDER REPRESENTS THAT EITHER: (A) IT IS NOT, AND EACH
ACCOUNT (IF ANY) FOR WHICH IT IS PURCHASING THE CLASS D NOTES IS NOT (I) AN
EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")), THAT IS SUBJECT TO TITLE I
OF ERISA, (II) A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE"), THAT IS SUBJECT TO SECTION 4975 OF THE
CODE, (III) 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), OR (IV) AN EMPLOYEE BENEFIT PLAN OR RETIREMENT
ARRANGEMENT THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW OR
REGULATION THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF
THE CODE, WITH EACH OF (I) THROUGH (IV) IN THIS SUBSECTION (A) BEING A "BENEFIT
PLAN INVESTOR" OR (B) IT IS AN INSURANCE COMPANY ACTING ON BEHALF OF A GENERAL
ACCOUNT AND (I) ON THE DATE OF PURCHASE LESS THAN 25% OF THE ASSETS OF SUCH
GENERAL ACCOUNT (AS REASONABLY DETERMINED BY THE NOTEHOLDER) 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 IS ELIGIBLE FOR EXEMPTIVE RELIEF
UNDER SECTION I OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, (III) THE
NOTEHOLDER AGREES THAT IF, AFTER THE NOTEHOLDER'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 THE NOTEHOLDER NO LESS
FREQUENTLY THAN EACH CALENDAR QUARTER) CONSTITUTE "PLAN ASSETS" FOR PURPOSES OF
TITLE I OF ERISA OR SECTION 4975 OF THE CODE AND THE DEPOSITOR SO REQUESTS, IT
WILL DISPOSE OF ALL CLASS D NOTES THEN HELD IN ITS GENERAL ACCOUNT BY THE END OF
THE NEXT FOLLOWING CALENDAR QUARTER AND (IV) IT IS NOT A PERSON WHO HAS
DISCRETIONARY AUTHORITY OR CONTROL WITH RESPECT TO THE ASSETS OF THE ISSUER OR
WHO PROVIDES INVESTMENT ADVICE FOR A FEE (DIRECT OR INDIRECT) WITH RESPECT TO
SUCH ASSETS OR AN AFFILIATE (AS DEFINED IN THE PLAN ASSETS REGULATION) OF ANY
SUCH PERSON.]

       

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

       


      
        
           


        

        
          B-2

          
            

          

        

        
           


        

      


       

      $[___________]

       

      
        	 No.
      [B/C/D]-1  	 CUSIP NO.
      [_________]


      

       

                                                                                                         

      FORD
CREDIT AUTO OWNER TRUST 2009-E

       

      CLASS
[B/C/D] [____]% ASSET BACKED NOTES

       

      Ford
Credit Auto Owner Trust 2009-E, 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 [______________________] 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 [________] (each, a "Payment Date") in an
amount equal to the aggregate amount payable to Noteholders of Class [B/C/D]
Notes on such Payment Date from the Principal Payment Account in respect of
principal on the Class [B/C/D] Notes pursuant to Section 3.1 of the Indenture,
dated as of [__________] (the "Indenture"), between
the Issuer and The Bank of New York Mellon, 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 [________] Payment Date (the
"Class [B/C/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
[B/C/D] Notes will be made ratably to the Noteholders entitled to such principal
payments. Capitalized terms used but not otherwise defined in this Note are
defined in Article I of the Indenture, which also contains rules as to usage
applicable to this Note.

       

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

       

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

       

      This Note
is one of a duly authorized issue of Class [B/C/D] [____]% Asset Backed Notes
(the "Class
[B/C/D] Notes") of the
Issuer.  Also authorized under the Indenture are the [Class A-[___]
Notes, the Class [B] Notes, the Class [C] Notes and the Class [D]
Notes].  The

       


      
        
           


        

        
          B-3

          
            

          

        

        
           


        

      


      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/C/D] Notes are and will be equally and ratably secured by the collateral
pledged as security therefor as provided in the Indenture.  The Class
[B/C/D] Notes are subordinated in right of payment to the Class A Notes, [the
Class B Notes, the Class C Notes].

       

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

       

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

       

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

       

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

       


      
        
           


        

        
          B-4

          
            

          

        

        
           


        

      


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

       

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

       

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

       

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

       


      
        
           


        

        
          B-5

          
            

          

        

        
           


        

      


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

       

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

       

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

       

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

       

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

       

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

       

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

       


      
        
           


        

        
          B-6

          
            

          

        

        
           


        

      


      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 Mellon, in its individual capacity, U.S.
Bank Trust National Association, in its individual capacity, any owner of a
beneficial interest in the Issuer, or any of their respective partners,
beneficiaries, agents, officers, directors, employees or successors or assigns
will be personally liable for, nor will recourse be had to any of them for, the
payment of principal or of interest on this Note or performance of, or omission
to perform, any of the covenants, obligations or indemnifications contained in
the Indenture.  The Noteholder of this Note, by its acceptance of this
Note, agrees that, except as provided in the Basic Documents, in the case of an
Event of Default under the Indenture, the Noteholder has no claim against any of
the foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing
contained in this Note will be taken to prevent recourse to, and enforcement
against, the assets of the Issuer for any and all liabilities, obligations and
undertakings contained in the Indenture or in this Note.

       

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

       

      [Remainder
of Page Intentionally Left Blank]

       


      
        
           


        

        
          B-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:
[________]

         

        
          
            	 	
                    FORD
      CREDIT AUTO OWNER TRUST 2009-E

                  	 
	 	 	 	 
	 	BY:	
                    U.S.
      BANK TRUST NATIONAL ASSOCIATION, 

                      not
      in its individual capacity but solely as Owner Trustee of Ford Credit Auto
      Owner Trust 2009-E

                    

                  	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	 	 
	 	 	
                    Responsible
      Person

                  	 


          

        

         

         

        
        

        TRUSTEE'S
CERTIFICATE OF AUTHENTICATION

         

        
          This is
one of the Class [B/C/D] Notes designated above and referred to in the
Indenture.

        

         

        Date:
[________]

         

        
           

          
            
              	 	
                      
                        THE
      BANK OF NEW YORK MELLON, not
      in its individual capacity but solely
      as Indenture Trustee

                      

                    	 
	 	 	 	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	 	 
	 	 	
                      Responsible
      Person

                    	 


            

          

           

        

      

       

      
        
           


        

        
          B-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
the Securities Transfer Agents Medallion Program or such other "signature
guarantee program" as may be determined by the Note Registrar in addition to, or
in substitution for, the Securities Transfer Agents Medallion Program, all in
accordance with the Exchange Act.

       


      
        
           


        

        
          B-9

          
            

          

        

        
           


        

      


      Exhibit
C

       

      Form of
Investment Letter

       

      Class D
Notes

       

      [Date]

       

      
        	
                 
      

              	
                Ford
      Credit Auto Owner Trust 2009-E,

              


      

      
        	
                 
      

              	
                as
      Issuer

              


      

      
        	
                 
      

              	
                The
      Bank of New York Mellon,

              


      

      
        	
                 
      

              	
                as
      Indenture Trustee and Note
Registrar

              


      

      101
Barclay Street, Floor 4 West

      New York,
New York 10286

      
        	
                 
      

              	
                Attention:
      Structured Finance Services-Asset Backed
  Securities,

              


      

      Ford
Credit Auto Owner Trust 2009-E

       

      
        	
                 
      

              	
                Ford
      Credit Auto Receivables Two LLC

              


      

      
        	
                 
      

              	
                c/o
      Ford Motor Credit Company LLC

              


      

      
        	
                 
      

              	
                c/o
      Ford Motor Company

              


      

      
        	
                 
      

              	
                World
      Headquarters, Suite 801-C1

              


      

      
        	
                 
      

              	
                One
      American Road

              


      

      
        	
                 
      

              	
                Dearborn,
      Michigan 48126

              


      

      
        	
                 
      

              	
                Attention:  Ford
      Credit SPE Management Office

              


      

       

      
        	
                 
      

              	
                Re:

              	
                Ford
      Credit Auto Owner Trust 2009-E 

                  Class D 5.53% Asset
      Backed Notes

                

              


      

       

      Ladies
and Gentlemen:

       

      In
connection with our proposed purchase of the Class D 5.53% Asset Backed Notes
(the "Class D
Notes") of Ford Credit Auto Owner Trust 2009-E (the "Issuer"), a trust
formed by Ford Credit Auto Receivables Two LLC (the "Depositor"), we
confirm that:

       

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

       

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

       

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

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


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

       

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

       

      6.           We
either:

       

      (a)           are
not, and each account (if any) for which we are purchasing the Class D Notes is
not (i) an employee benefit plan (as defined in Section 3(3) of Employee
Retirement Income Security Act of 1974, as amended ("ERISA")), that is
subject to Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the
Internal Revenue Code of 1986, as amended (the "Code"), that is
subject to Section 4975 of the Code, (iii) 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), or (iv) an employee benefit plan
or retirement arrangement that is subject to any federal, state, local or
non-U.S. law or regulation that is substantially similar to Title I of ERISA or
Section 4975 of the Code, with each of (i) through (iv) in this subsection (a)
being a "Benefit Plan
Investor," or

       

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

       

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

       

      8.           We
understand that any purported Class D Note Transfer in contravention of any of
the restrictions and conditions described above will be void, and the purported
transferee in a

       


      
        
           


        

        
          C-2

          
            

          

        

        
           


        

      


      void
Class D Note Transfer will not be recognized by the Issuer or any other person
as a Class D Noteholder for any purpose.

       

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

       

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

       

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

       

      
        	
                 
      

              	
                Very
      truly yours,

              


      

       

      
        	
                 
      

              	
                [  ]

              


      

       

      


       

      
        	
                 
      

              	
                By:_________________________________________

                            
      Name:

                            
      Title:

              


      

       

      
      

       

      
      

       

      Securities
To Be Purchased:

      $[  ]-
principal amount of Class D Notes

       


      
        
           


        

        
          C-3

          
            

          

        

        
           


        

      


      


      Schedule
A

       

      Schedule of
Receivables

       

      Delivered
on CD Rom to the Indenture Trustee at the Closing