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                                                                     EXHIBIT 4.4

                           MBIA INSURANCE CORPORATION

                      FINANCIAL GUARANTEE INSURANCE POLICY
                                December 13, 2001

                                                                Policy No. 36981

Re:                             Franklin Auto Trust 2001-2  (the "Trust")
                                $55,000,000 Class A-1 2.10375% Asset Backed
                                Notes; $74,500,000 Class A-2 2.79% Asset
                                Backed Notes; $91,000,000 Class A-3 3.77%
                                Backed Notes and $79,500,000 Class A-4
                                4.55% Asset Backed Notes (collectively, the
                                "Notes").

Insured Obligation:             Obligation to pay timely interest and
                                principal on the Notes.

Beneficiary:                    The Bank of New York, as indenture trustee
                                (the "Indenture Trustee") under the
                                Indenture dated as of December 1, 2001 (the
                                "Indenture") between the Trust, The Bank of
                                New York, as indenture collateral agent and
                                as Indenture Trustee (together with any
                                successor indenture trustee duly appointed
                                and qualified under the Indenture) for the
                                benefit of the Noteholders (as defined
                                below).

     MBIA INSURANCE CORPORATION ("MBIA"), for consideration received, hereby
unconditionally and irrevocably guarantees to the Indenture Trustee, subject
only to the terms of this Financial Guarantee Insurance Policy (the "Policy"),
payment of the Insured Obligation. MBIA agrees to pay to the Indenture Trustee,
in respect of each Distribution Date, including the Final Scheduled Distribution
Date, an amount equal to the sum of (i) an amount equal to the amount by which
the Noteholders' Interest Distributable Amount exceeds the Available Funds
remaining to pay such amounts as provided in the Sale and Servicing Agreement
(as defined below) and (ii) an amount equal to the amount by which the Principal
Distributable Amount exceeds the Available Funds remaining to pay such amounts
as provided in the Sale and Servicing Agreement (the "Note Policy Claim
Amount"). MBIA also agrees to pay an amount equal to any Avoided Payment (as
defined below). MBIA's obligations under this Policy will be discharged to the
extent funds equal to the amounts described above are received by the Indenture
Trustee or disbursed by MBIA as provided in this Policy, whether or not such
funds are properly applied by the Indenture Trustee. Payments hereunder shall be
made only at the time set

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forth in this Policy. This Policy will not guarantee payment of any amounts that
become due on an accelerated basis as a result of (a) a default by the Trust,
(b) the occurrence of an Event of Default under (and as defined in) the
Indenture, or (c) any other cause. MBIA may elect, in its sole discretion, to
pay in whole or in part such principal due upon acceleration, other than
distributions of principal with respect to a class of Notes on the Final
Scheduled Distribution Date therefor, which is guaranteed by MBIA as provided
above. This Policy does not cover shortfalls, if any, attributable to the
liability of the Trust, the Indenture Trustee or indenture collateral agent for
withholding taxes, if any (including interest and penalties in respect of such
liability).

         Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to them in the Sale and Servicing Agreement dated as
of December 1, 2001 among Franklin Receivables LLC, as seller (the "Seller"),
Franklin Capital Corporation, as servicer (the "Servicer"), Franklin Resources,
Inc. ("Resources"), as representative, and the Trust (the "Sale and Servicing
Agreement").

         As used herein the term "Insolvency Proceeding" means the commencement,
after the date hereof, of any bankruptcy, insolvency, readjustment of debt,
reorganization, marshalling of assets and liabilities or similar proceedings by
or against the Trust, the Seller, the Servicer or Resources, the commencement,
after the date hereof, of any proceedings by or against the Trust, the Seller,
the Servicer or Resources for the winding up or liquidation of its affairs, or
the consent, after the date hereof, to the appointment of a trustee,
conservator, receiver or liquidiator in any bankruptcy, insolvency, readjustment
of debt, reorganization, marshalling of assets and liabilities or similar
proceedings of or relating to the Trust, the Seller, the Servicer or Resources.

         As used herein the term "Noteholder" means each Noteholder who on the
applicable Distribution Date is entitled under the terms of the related Note to
receive payments thereunder.

         Payment of amounts hereunder shall be made in immediately available
funds on the later of (a) 12:00 noon, New York City time, on the Business Day
prior to the related Distribution Date and (b) 12:00 noon, New York City time,
on the second Business Day following Receipt (as defined below) by MBIA of a
notice for payment in the form of Exhibit A hereto ("Notice for Payment"),
                                  ---------
appropriately completed and executed by the Indenture Trustee. A Notice for
Payment under this Policy may be Received (as defined below) by MBIA on any
Business Day following the Determination Date in respect of which the Notice for
Payment is being presented, but in any event, not later than the fourth Business
Day prior to the applicable Distribution Date, by (a) Receipt by MBIA of the
original Notice for Payment at the addresses set forth below, or (b) Receipt by
MBIA via facsimile transmission of the original Notice for Payment at the
facsimile numbers set forth below. If presentation is made by facsimile
transmission, the Indenture Trustee shall (i) simultaneously confirm
transmission by telephone to MBIA and the Fiscal Agent at the telephone numbers
set forth below, and (ii) as soon as reasonably practicable, deliver the
original Notice for Payment to the MBIA and the Fiscal Agent at the addresses
set forth below.

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          Subject to the foregoing, if the payment of any amount guaranteed by
this Policy and previously distributed to a Noteholder in respect of the Notes
that is recoverable and sought to be recovered as a voidable preference in an
Insolvency Proceeding in accordance with a nonappealable order of a court having
competent jurisdiction is voided ("Avoided Payment"), MBIA will make such
Avoided Payment on behalf of the Noteholder upon Receipt by MBIA from the
Indenture Trustee on behalf of such Noteholder of (i) a certified copy of a
final, nonappealable order of a court having competent jurisdiction to the
effect that the Noteholder is required to return any such payment or portion
thereof prior to the Termination Date of this Policy because such payment was
voided under applicable law (the "Order") together with a certificate of such
Noteholder that such Order is final and not subject to appeal, (ii) an
assignment, substantially in the form attached hereto as Exhibit B, properly
                                                         ---------
completed and executed by such Noteholder irrevocably assigning to MBIA all
rights and claims of such Noteholder relating to or arising under such Avoided
Payment, (iii) a Notice for Payment in the form of Exhibit A hereto
appropriately completed and executed by the Indenture Trustee and (iv)
appropriate instruments to effect the appointment of MBIA as agent for such
Noteholder in any legal proceeding relating to such Avoided Payment.

          MBIA shall make payments due in respect of Avoided Payments no later
than 12:00 noon, New York City time on the Business Day which is no earlier than
(a) the fourth Business Day following Receipt by MBIA of the documents required
under clauses (i) through (iv) of the preceding paragraph and (b) the date that
such documents are Received by MBIA, if at least two Business Days prior to such
Receipt, MBIA shall have Received written notice from the Indenture Trustee that
such documents were to be delivered on such date and such date was specified in
such notice. All payments made by MBIA hereunder on account of any Avoided
Payment shall be made to the receiver or the trustee in bankruptcy named in the
Order on behalf of the Noteholder and not to the Indenture Trustee or any
Noteholder directly unless such Noteholder has returned such Avoided Payment to
such receiver or trustee in bankruptcy, in which case such payment will be
disbursed to the Indenture Trustee on behalf of such Noteholder upon proof of
such payment reasonably satisfactory to MBIA.

          The terms "Receipt" and "Received" shall mean actual delivery to MBIA
and State Street Bank and Trust Company, N.A., as fiscal agent for MBIA, or any
successor fiscal agent appointed by MBIA (the "Fiscal Agent"), prior to 12:00
noon, New York City time, on a Business Day; delivery either on a day that is
not a Business Day or after 12:00 noon, New York City time, shall be deemed to
be Received on the next succeeding Business Day. If any Notice for Payment
Received by MBIA is not in proper form or is otherwise insufficient for the
purpose of making a claim hereunder, it shall be deemed not to have been
Received by MBIA, and MBIA or the Fiscal Agent, as the case may be, shall
promptly so advise the Indenture Trustee, and the Indenture Trustee may submit
an amended Notice for Payment.

          Payments due hereunder unless otherwise stated herein will be
disbursed by the Fiscal Agent to the Indenture Trustee on behalf of the
Noteholders by wire transfer of immediately available funds in the amount of
such payment, less, in respect of Avoided Payments, any

                                       3

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amounts held by the Indenture Trustee for the payment of such Avoided Payment
and legally available therefor.

         The Fiscal Agent is the agent of MBIA only, and the Fiscal Agent shall
in no event be liable to Noteholders for any acts of the Fiscal Agent or any
failure of MBIA to deposit or cause to be deposited sufficient funds to make
payments due under this Policy.

         MBIA shall be subrogated to the rights of each Noteholder to receive
payments under the Notes to the extent of any payment by MBIA hereunder.

         MBIA hereby waives and agrees not to assert any and all rights to
require the Indenture Trustee to make demand on or to proceed against any
person, party or security prior to the Indenture Trustee demanding payment under
this Policy.

         No defenses, set-offs and counterclaims of any kind available to MBIA
so as to deny payment of any amount due in respect of this Policy will be valid
and MBIA hereby waives and agrees not to assert any and all such defenses,
set-offs and counterclaims, including, without limitation, any such rights
acquired by subrogation, assignment or otherwise. Any rights of subrogation
acquired by MBIA as a result of any payment made under this Policy shall, in all
respects, be subordinate and junior in right of payment to the prior
indefeasible payment in full of all amounts due the Indenture Trustee on account
of payments due under the Notes.

         This Policy is neither transferable nor assignable, in whole or in
part, except to a successor to the Indenture Trustee pursuant to the Indenture.
All notices, presentations, transmissions, deliveries and communications made by
the Indenture Trustee to MBIA with respect to this Policy shall specifically
refer to the number of this Policy and shall be made to MBIA at:

                   MBIA Insurance Corporation
                   113 King Street
                   Armonk, New York 10504
                   Attention: Insured Portfolio Management, Structured Finance
                   Telephone:  (914) 273-4545
                   Facsimile:  (914) 765-3131

or such other address, telephone number or facsimile number as MBIA may
designate to the Indenture Trustee in writing from time to time. Each such
notice, presentation, transmission, delivery and communication shall be
effective only upon actual receipt by MBIA.

         Any notice hereunder delivered to the Fiscal Agent of MBIA shall be
made at the address listed below for the Fiscal Agent of MBIA or such other
address as MBIA shall specify in writing to the Indenture Trustee.

         The notice address of the Fiscal Agent is 61 Broadway, 15th Floor, New
York, New York 10006 Attention: Municipal Registrar and Paying Agency,
Facsimile: (212) 612-3201,

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Telephone: (212) 612-3458 or such other address as the Fiscal Agent shall
specify to the Indenture Trustee in writing.

          The obligations of MBIA under this Policy are irrevocable, primary,
absolute and unconditional (except as expressly provided herein) and neither the
failure of the Issuer, the Indenture Trustee, the Indenture Collateral Agent,
the Seller, the Servicer or any other person to perform any covenant or
obligation in favor of MBIA (or otherwise), nor the failure or omission to make
a demand permitted hereunder, nor the commencement of any bankruptcy, debtor or
other insolvency proceeding by or against the Issuer, the Indenture Trustee, the
Indenture Collateral Agent, the Seller, the Servicer or any other person shall
in any way affect or limit MBIA's obligations under this Policy. If a successful
action or proceeding to enforce this Policy is brought by the Indenture Trustee,
the Indenture Trustee shall be entitled to recover from MBIA costs and expenses
reasonably incurred, including without limitation reasonable fees and expenses
of counsel.

          This Policy and the obligations of MBIA hereunder shall terminate on
the date (the "Termination Date") that is the earliest to occur of (a)
ninety-one days following the earlier of (i) the latest Final Scheduled
Distribution Date and (ii) the date on which all amounts required to be paid to
the Noteholders have been paid in full, provided, that, if any Insolvency
                                        --------  ----
Proceeding is existing by or against the Trust, the Seller, the Servicer or
Resources during such ninety-one day period, then this Policy and MBIA's
obligations hereunder shall terminate on the date of the conclusion or dismissal
of such Insolvency Proceeding without continuing jurisdiction by the court in
such Insolvency Proceeding, provided, further that, and notwithstanding anything
                            --------  ------- ----
herein to the contrary, this Policy shall not terminate prior to the date on
which MBIA has made all payments required to be made under the terms of this
Policy in respect of Avoided Payments; and (b) the Business Day following the
date that MBIA receives written notice from the Servicer terminating this Policy
as a result of a downgrade of MBIA's financial strength rating by any Rating
Agency which results in a downgrading of the Notes; provided, however, that no
                                                    --------  -------
termination under this clause (b) shall be effective until (x) all amounts owed
to MBIA under the Insurance Agreement on the date such written notice is
received by MBIA are paid in full in cash and (y) the original of this Policy is
received by MBIA.

          All payments made hereunder by MBIA shall be made with MBIA's own
funds. The payment by MBIA to the Indenture Trustee of any amount guaranteed by
the first paragraph of this Policy, and the payment by MBIA of any Avoided
Payment shall constitute "payments" for all purposes under this Policy. In no
                          --------
event shall any payment be made under this Policy on account of (a) the failure
of the Indenture Trustee to deliver the proceeds of any such payment to any
Noteholder or (b) the failure of any such Noteholder to claim any such proceeds
from the Indenture Trustee.

          This Policy is not covered by the property/casualty insurance fund
specified in Article Seventy-Six of the New York State insurance law.

          This Policy sets forth in full the undertaking of MBIA, and shall not,
except with the prior written consent of the Indenture Trustee or otherwise in
accordance with the express terms

                                        5

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hereof, be modified, altered or affected by any other agreement or instrument,
including any modification or amendment thereto and may not be canceled or
revoked by MBIA prior to the Termination Date. The Premium (as defined in the
Insurance Agreement) on this Policy is not refundable for any reason.

          This Policy shall be returned to MBIA by the Indenture Trustee on the
Termination Date.




                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       6

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          THIS POLICY SHALL BE CONSTRUED, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED, IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES OR
THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

          IN WITNESS WHEREOF, MBIA has caused this Policy to be executed on the
date first written above.

                                   MBIA INSURANCE CORPORATION

                                   By:______________________________
                                      Name:
                                      Title:

                                   By:_______________________________
                                      Name:
                                      Title:

                                       7

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Exhibit A to Financial Guarantee Insurance Policy, Number 36981

MBIA Insurance Corporation
113 King Street
Armonk, New York 10504
Attention: Insured Portfolio Management,
              Structured Finance

State Street Bank and
  Trust Company, N.A.
61 Broadway, 15/th/ Floor
New York, New York 10006
Attention:  Municipal Registrar
             and Paying Agency

                               NOTICE FOR PAYMENT
             UNDER FINANCIAL GUARANTEE INSURANCE POLICY NUMBER 36981

     The Bank of New York, as indenture trustee (the "Indenture Trustee"),
                                                      -----------------
hereby certifies to MBIA Insurance Corporation ("MBIA") with reference to that
                                                 ----
certain Financial Guarantee Insurance Policy, Number 36981, dated December 13,
2001 (the "Policy"), issued by MBIA in favor of the Indenture Trustee under the
Indenture, dated as of December 1, 2001 between Franklin Auto Trust 2001-2 and
the Indenture Trustee, in such capacity and as indenture collateral agent, as
follows:

     1. The Indenture Trustee is the Indenture Trustee under the Indenture and
the Beneficiary under the Policy.

     2. The Indenture Trustee is entitled to make a demand under the Policy
[pursuant to Section 5.4 of the Sale and Servicing Agreement] [in connection
with an Avoided Payment as defined in the Policy].

[For a Notice for Payment in respect of a Distribution Date use the following
paragraphs 3, 4 and 5.]

     3. This notice relates to the [insert date] Distribution Date. The amount
claimed under the Policy, as specified to the Indenture Trustee by the Servicer,
for such Distribution Date is $_______. The amount demanded by this notice does
not exceed amounts permitted to be drawn under the Policy.

     4. The Indenture Trustee demands payment of $___________ which is an amount
equal to the Note Policy Claim Amount for such Distribution Date.

                                      A-1

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     5. The amount demanded is to be paid in immediately available funds to the
Collection Account at ______________, account number _______________.

[For a Notice for Payment in respect of an Avoided Payment use the following
paragraphs 3 and 4.]

     3. The Trustee hereby represents and warrants, based upon information
available to it, that (i) the amount entitled to be drawn under the Policy on
the date hereof in respect of Avoided Payments is the amount paid or to be paid
simultaneously with such draw on the Policy, by all Noteholders [$        ] (the
"Avoided Payment Amount"), (ii) each Noteholder with respect to which the
 ----------------------
drawing is being made under the Policy has paid or simultaneously with such draw
on the Policy will pay such Avoided Payment, and (iii) the documents required by
the Policy to be delivered in connection with such Avoided Payment and Avoided
Payment Amount have previously been presented to MBIA or are attached hereto.

     4. The amount demanded is to be paid in immediately available funds by wire
transfer to [         ].

     [For a Notice for Payment relating to both an Avoided Payment and a
Distribution Date, use the following paragraphs 3, 4, 5 and 6.]

     3. This notice relates to the [insert date] Distribution Date. The amount
claimed under the Policy, as specified to the Indenture Trustee by the Servicer,
for such Distribution Date is $________. The amount demanded by this notice does
not exceed amounts permitted to be drawn under the Policy.

     4. The Indenture Trustee demands payment of $_____________ which is an
amount equal to the Note Policy Claim Amount for such Distribution Date.


     5. The Indenture Trustee hereby represents and warrants, based upon
information available to it, that (i) the amount entitled to be drawn under the
Policy on the date hereof in respect of Avoided Payments is the amount paid or
to be paid simultaneously with such draw on the Policy, by all Noteholders
[$     ] (the "Avoided Payment Amount"), (ii) each Noteholder with respect to
               ----------------------
which the drawing is being made under the Policy has paid or simultaneously with
such draw on the Policy will pay such Avoided Payment, and (iii) the documents
required by the Policy to be delivered in connection with such Avoided Payment
and Avoided Payment Amount have previously been presented to MBIA or are
attached hereto.

     6. The amount demanded is to be paid in immediately available funds by wire
transfer to [             ].

     Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned to them in the Policy.

                                      A-2

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    Any Person Who Knowingly And With Intent To Defraud Any Insurance Company Or
Other Person Files An Application For Insurance Or Statement Of Claim Containing
Any Materially False Information, Or Conceals For The Purpose Of Misleading
Information Concerning Any Fact Material Thereof, Commits A Fraudulent Insurance
Act, Which Is A Crime, And Shall Also Be Subject To A Civil Penalty Not To
Exceed Five Thousand Dollars And The Stated Value Of The Claim For Each Such
Violation.

    IN WITNESS WHEREOF, this notice has been executed this ___ day of _________,
_______.


                                    The Bank of New York



                                    By:________________________________
                                              Authorized Officer

                                      A-3

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Exhibit B to Financial Guarantee Insurance Policy, Number 36981

                               FORM OF ASSIGNMENT

Reference is made to the Financial Guarantee Insurance Policy No. 36981, dated
December 13, 2001, (the "Policy") issued by MBIA Insurance Corporation ("MBIA")
                         ------                                          ----
relating to the $55,000,000 Franklin Auto Trust 2001-2 Class A-1 2.10375% Asset
Backed Notes; $74,500,000 Class A-2 2.79% Asset Backed Notes; the $91,000,000
Class A-3 3.77% Asset Backed Notes and the $79,500,000 Class A-4 4.55% Asset
Backed Notes. Unless otherwise defined herein, capitalized terms used in this
Assignment shall have the meanings assigned thereto in the Policy as
incorporated by reference therein. In connection with the Avoided Payment of
[$        ] paid by the undersigned (the "Holder") on [             ] and the
                                          ------
payment by MBIA in respect of such Avoided Payment pursuant to the Policy, the
Holder hereby irrevocably and unconditionally, without recourse, representation
or warranty (except as provided below), sells, assigns, transfers, conveys and
delivers all of such Holder's rights, title and interest in and to any rights or
claims, whether accrued, contingent or otherwise, which the Holder now has or
may hereafter acquire, against any person relating to, arising out of or in
connection with such Avoided Payment. The Holder represents and warrants that
such claims and rights are free and clear of any lien or encumbrance created or
incurred by such Holder.


                                      _____________________________________
                                      Holder of Certificate/1/








_________________________
/1/ In the event that the terms of this form of assignment are reasonably
determined to be insufficient solely as a result of a change of law or
applicable rules after the date of the Policy to fully vest all of the Holder's
right, title and interest in such rights and claims, the Holder and MBIA shall
agree on such other form as is reasonably necessary to effect such assignment,
which assignment shall be without recourse, representation or warranty except as
provided above.

                                      B-1