Exhibit 4.2






                              AMENDED AND RESTATED

                                 TRUST AGREEMENT

                                     between

                      FORD CREDIT AUTO RECEIVABLES TWO LLC

                                  as Depositor

                                       and

                           WACHOVIA BANK OF DELAWARE,
                              NATIONAL ASSOCIATION

                                as Owner Trustee



                           Dated as of January 1, 2003








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<TABLE>
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<S>                                                                                             <C>

                                TABLE OF CONTENTS


                                                                                                 Page


                                   ARTICLE I

DEFINITIONS AND USAGE...............................................................................1

                                   ARTICLE II

ORGANIZATION OF THE TRUST...........................................................................2
          SECTION 2.1  Name.........................................................................2
          SECTION 2.2  Office.......................................................................2
          SECTION 2.3  Purposes and Powers..........................................................2
          SECTION 2.4  Appointment of Owner Trustee.................................................3
          SECTION 2.5  Capital Contribution of Owner Trust Estate...................................3
          SECTION 2.6  Declaration of Trust.........................................................3
          SECTION 2.7  Liability of the Depositor...................................................4
          SECTION 2.8  Title to Trust Property......................................................5
          SECTION 2.9  Situs of Trust...............................................................5
          SECTION 2.10  Representations and Warranties of the Depositor.............................5
          SECTION 2.11  Federal Income Tax Matters..................................................7

                                  ARTICLE III

TRUST CERTIFICATES AND TRANSFER OF INTERESTS........................................................8
          SECTION 3.1  Initial Beneficial Ownership.................................................8
          SECTION 3.2  Capital Accounts.............................................................9
          SECTION 3.3  The Certificates.............................................................9
          SECTION 3.4  Authentication of Certificates..............................................10
          SECTION 3.5  Registration of Certificates; Transfer and Exchange of
                             Certificates..........................................................10
          SECTION 3.6  Mutilated, Destroyed, Lost or Stolen Certificates...........................16
          SECTION 3.7  Persons Deemed Owners of Certificates.......................................16
          SECTION 3.8  Access to List of Certificateholders' Names and Addresses...................16
          SECTION 3.9  Maintenance of Office or Agency.............................................17
          SECTION 3.10  Appointment of Certificate Paying Agent....................................17
          SECTION 3.11  Certain Rights of Depositor................................................18

<PAGE>

                                   ARTICLE IV

ACTIONS BY OWNER TRUSTEE...........................................................................18
          SECTION 4.1  Prior Notice to Certificateholders with Respect to Certain
                             Matters...............................................................18
          SECTION 4.2  Action by Certificateholders with Respect to Certain Matters................19
          SECTION 4.3  Action by Certificateholders with Respect to Bankruptcy.....................20
          SECTION 4.4  Restrictions on Certificateholders' Power...................................20
          SECTION 4.5  Majority Control............................................................20

                                   ARTICLE V

APPLICATION OF TRUST FUNDS; CERTAIN DUTIES.........................................................20
          SECTION 5.1  Establishment of Certificate Distribution Account...........................20
          SECTION 5.2  Application of Trust Funds..................................................21
          SECTION 5.3  Method of Payment...........................................................22
          SECTION 5.4  No Segregation of Monies; No Interest.......................................23
          SECTION 5.5  Accounting and Reports to Noteholders, Certificateholders,
                             Internal Revenue Service and Others...................................23
          SECTION 5.6  Signature on Returns; Tax Matters Partner...................................23

                                   ARTICLE VI

AUTHORITY AND DUTIES OF OWNER TRUSTEE..............................................................24
          SECTION 6.1  General Authority...........................................................24
          SECTION 6.2  General Duties..............................................................24
          SECTION 6.3  Action upon Instruction.....................................................25
          SECTION 6.4  No Duties Except as Specified in this Agreement or in
                             Instructions..........................................................26
          SECTION 6.5  No Action Except Under Specified Documents or
                             Instructions..........................................................26
          SECTION 6.6  Restrictions................................................................26

                                  ARTICLE VII

REGARDING THE OWNER TRUSTEE........................................................................27
          SECTION 7.1  Acceptance of Trusts and Duties.............................................27
          SECTION 7.2  Furnishing of Documents.....................................................28
          SECTION 7.3  Representations and Warranties..............................................28
          SECTION 7.4  Reliance; Advice of Counsel.................................................29
          SECTION 7.5  Not Acting in Individual Capacity...........................................29
          SECTION 7.6  Owner Trustee Not Liable for Certificates or Receivables....................30
          SECTION 7.7  The Bank May Own Securities.................................................30

                                  ARTICLE VIII

COMPENSATION AND INDEMNITY OF OWNER TRUSTEE........................................................31
          SECTION 8.1  Owner Trustee's Fees and Expenses...........................................31
          SECTION 8.2  Indemnification.............................................................31
          SECTION 8.3  Payments to the Owner Trustee...............................................32

                                   ARTICLE IX

TERMINATION........................................................................................32
          SECTION 9.1  Termination of Trust Agreement..............................................32
          SECTION 9.2  Prepayment of Certificates..................................................34

                                   ARTICLE X

SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES.............................................35
          SECTION 10.1  Eligibility Requirements for Owner Trustee.................................35
          SECTION 10.2  Resignation or Removal of Owner Trustee....................................36
          SECTION 10.3  Successor Owner Trustee....................................................36
          SECTION 10.4  Merger or Consolidation of Owner Trustee...................................37
          SECTION 10.5  Appointment of Co-Trustee or Separate Trustee. ............................37
          SECTION 10.6  Compliance with Delaware Statutory Trust Act...............................39

                                   ARTICLE XI

MISCELLANEOUS......................................................................................39
          SECTION 11.1  Supplements and Amendments.................................................39
          SECTION 11.2  No Legal Title to Owner Trust Estate in Certificateholders.................41
          SECTION 11.3  Limitation on Rights of Others.............................................42
          SECTION 11.4  Notices....................................................................42
          SECTION 11.5  Severability...............................................................42
          SECTION 11.6  Separate Counterparts......................................................43
          SECTION 11.7  Successors and Assigns.....................................................43
          SECTION 11.8  No Petition................................................................43
          SECTION 11.9  No Recourse................................................................43
          SECTION 11.10  Headings..................................................................43
          SECTION 11.11  Governing Law.............................................................43
          SECTION 11.12  Sale and Servicing Agreement Obligations..................................43

EXHIBIT A

FORM OF CLASS D CERTIFICATE.......................................................................A-1

EXHIBIT B

FORM OF INVESTMENT LETTER
         QUALIFIED INSTITUTIONAL BUYER............................................................B-1

EXHIBIT C

FORM OF INVESTMENT LETTER
         INSTITUTIONAL ACCREDITED INVESTOR........................................................C-1

EXHIBIT D

FORM OF RULE 144A TRANSFEROR CERTIFICATE..........................................................D-1

EXHIBIT E

FORM OF  CERTIFICATE OF TRUST OF FORD CREDIT AUTO OWNER TRUST 2003-A..............................E-1

APPENDIX A

Definitions and Usage.............................................................................A-1

</TABLE>

<PAGE>



     AMENDED AND RESTATED TRUST AGREEMENT,  dated as of January 1, 2003 (as from
time to time amended,  supplemented  or otherwise  modified and in effect,  this
"Agreement"),  between FORD CREDIT AUTO  RECEIVABLES TWO LLC, a Delaware limited
liability company,  as Depositor,  having its principal  executive office at One
American Road, Dearborn,  Michigan 48121 and WACHOVIA BANK OF DELAWARE, NATIONAL
ASSOCIATION,  a national banking association (the "Bank"), not in its individual
capacity  but solely as trustee  under this  Agreement  (in such  capacity,  the
"Owner  Trustee"),  having its  principal  corporate  trust office at One Rodney
Square,  920 King Street,  Suite 102,  Wilmington,  Delaware  19801,  Attention:
Corporate Trust  Administration,  Amy Martin for the purpose of establishing the
Ford Credit Auto Owner Trust 2003-A.

    WHEREAS,  the  parties  hereto  intend to amend and  restate  that
certain  interim  Trust  Agreement,  dated as of  September  1, 2002,  among the
Depositor, the Owner Trustee and the other parties,  signatories thereto, on the
terms and conditions hereinafter set forth;

    NOW,  THEREFORE,  in  consideration  of the  premises  and  mutual
covenants  herein  contained,  the receipt and  sufficiency  of which are hereby
acknowledged, the Depositor and the Owner Trustee hereby agree as follows:

                                    ARTICLE I

                              DEFINITIONS AND USAGE

     Except as  otherwise  specified  herein  or as the  context  may  otherwise
require,  capitalized terms used but not otherwise defined herein are defined in
Appendix  A  hereto,  which  also  contains  rules  as to  usage  that  shall be
applicable herein.

<PAGE>




                                   ARTICLE II

                            ORGANIZATION OF THE TRUST
     SECTION 2.1 Name.  The Trust created  hereby shall be known as "Ford Credit
Auto Owner  Trust  2003-A",  in which name the Owner  Trustee  may  conduct  the
business  of the Trust,  make and execute  contracts  and other  instruments  on
behalf of the Trust and sue and be sued on behalf of the Trust.

     SECTION 2.2  Office.  The office of the Trust shall be in care of the Owner
Trustee at the  Corporate  Trust Office or at such other address in the State of
Delaware  as  the  Owner  Trustee  may  designate  by  written   notice  to  the
Certificateholders and the Depositor.

     SECTION 2.3 Purposes  and Powers.  (a) The purpose of the Trust is, and the
Trust shall have the power and authority, to engage in the following activities:

                  (i) to issue the Notes pursuant to the Indenture, and the
         Certificates pursuant to this Agreement, and to sell the Securities
         upon the written order of the Depositor;

                  (ii) to enter into and perform its obligations under any
         interest rate protection agreement or agreements between the Trust and
         one or more counterparties, including any confirmations evidencing the
         transactions thereunder, each of which is an interest rate swap, an
         interest rate cap, an obligation to enter into any of the foregoing, or
         any combination of any of the foregoing;

                  (iii) to acquire the Receivables and other Trust Property
         pursuant to the Sale and Servicing Agreement from the Depositor in
         exchange for the Securities;

                  (iv) to pay interest on and principal of the Notes and
         distributions on the Certificates;

                  (v) to Grant the Owner Trust Estate (other than each
         Certificate Distribution Account and the proceeds thereof) to the
         Indenture Trustee pursuant to the Indenture;

                  (vi) to enter into and perform its obligations under the Basic
         Documents to which it is to be a party;

                  (vii) to engage in those activities, including entering into
         agreements, that are necessary, suitable or convenient to accomplish
         the foregoing or are incidental thereto or connected therewith; and

                  (viii) subject to compliance with the Basic Documents, to
         engage in such other activities as may be required in connection with
         conservation of the Owner Trust Estate and the making of distributions
         to the Noteholders and the Certificateholders.

The Trust is hereby authorized to engage in the foregoing activities. The Trust
shall not engage in any activity other than in connection with the foregoing or
other than as required or authorized by the terms of this Agreement or the other
Basic Documents.

     SECTION 2.4 Appointment of Owner Trustee. The Depositor hereby appoints the
Owner Trustee as trustee of the Trust  effective as of the date hereof,  to have
all the rights, powers and duties set forth herein.

     SECTION 2.5 Capital  Contribution of Owner Trust Estate. As of September 1,
2002, the Depositor sold,  assigned,  transferred,  conveyed and set over to the
Owner Trustee the sum of $1. The Owner Trustee  hereby  acknowledges  receipt in
trust from the Depositor, as of such date, of the foregoing contribution,  which
shall  constitute  the initial  Owner Trust Estate and shall be deposited in the
Certificate  Distribution  Account.  The Depositor shall pay the  organizational
expenses of the Trust as they may arise or shall,  upon the request of the Owner
Trustee,  promptly reimburse the Owner Trustee for any such expenses paid by the
Owner Trustee.  On the Closing Date, the Depositor shall convey to the Trust the
Trust  Property  and  the  Owner  Trustee  shall  convey  to the  Depositor  the
Securities.

     SECTION 2.6 Declaration of Trust. The Owner Trustee hereby declares that it
will hold the Owner Trust Estate in trust upon and subject to the conditions set
forth herein for the use and benefit of the  Certificateholders,  subject to the
obligations of the Trust under the Basic  Documents.  It is the intention of the
parties  hereto  that (i) the  Trust  constitute  a  statutory  trust  under the
Delaware  Statutory  Trust Act and that this Agreement  constitute the governing
instrument  of such  statutory  trust  and (ii) for  income  and  franchise  tax
purposes,  the Trust shall be treated as a  partnership,  with the assets of the
partnership  being the  Receivables,  the Trust's rights under the Interest Rate
Swap  Agreements  and  other  assets  held by the  Trust,  the  partners  of the
partnership  being  the  Certificateholders  and the  Depositor  and  the  Notes
constituting  indebtedness of the  partnership.  The parties agree that,  unless
otherwise required by the appropriate tax authorities,  the Depositor, on behalf
of the Trust, will file or cause to be filed annual or other necessary  returns,
reports and other forms consistent with the  characterization  of the Trust as a
partnership  for such tax purposes.  Effective as of the date hereof,  the Owner
Trustee  shall have the  rights,  powers and duties set forth  herein and in the
Delaware  Statutory Trust Act with respect to accomplishing  the purposes of the
Trust. A Certificate of Trust and any necessary amendment thereto has been filed
with the Secretary of State, a form is attached hereto as Exhibit E.

     SECTION 2.7 Liability of the Depositor. (a) Notwithstanding Section 3803 of
the Delaware Statutory Trust Act, the Depositor in its capacity as the holder of
the  interests  described in Section 3.11 shall be liable  directly to, and will
indemnify each injured party for, all losses, claims,  damages,  liabilities and
expenses of the Trust (including Expenses,  to the extent that the assets of the
Trust  that  would  remain  if all of the  Notes  were  paid  in full  would  be
insufficient to pay any such losses, claims,  damages,  liabilities or expenses,
or to the extent that such losses, claims, damages,  liabilities and expenses in
fact are not paid out of the Owner Trust  Estate)  that the  Depositor  would be
liable for if the Trust were a partnership under the Limited  Partnership Act in
which  the  Depositor  were a  general  partner;  provided,  however,  that  the
Depositor shall not be liable to or indemnify Noteholders or Note Owners for any
losses incurred by Noteholders or Note Owners in their capacity as holders of or
beneficial  owners of  interests in limited  recourse  debt secured by the Owner
Trust  Estate or be liable to or  indemnify  Certificateholders  for any  losses
incurred by the  Certificateholders  if such losses would nevertheless have been
incurred if the  Certificates  were limited  recourse  debt secured by the Owner
Trust  Estate.  In addition,  any  third-party  creditors  of the Trust,  or the
arrangement  between the Depositor and the Trust (other than in connection  with
the  obligations  described in the  preceding  sentence for which the  Depositor
shall  not be  liable),  shall  be  deemed  third-party  beneficiaries  of  this
paragraph.

                (b) No Certificateholder other than the Depositor to the
extent set forth in paragraph (a) of this Section 2.7, shall have any personal
liability for any liability or obligation of the Trust.

                (c) The Depositor's obligations under this Section 2.7
are obligations solely of the Depositor and shall not constitute a claim against
the Depositor to the extent that the Depositor does not have funds sufficient to
make payment of such obligations. In furtherance of and not in derogation of the
foregoing, the Owner Trustee, by entering into or accepting this agreement,
acknowledges and agrees that it shall have no right, title or interest in or to
the Other Assets of the Depositor. To the extent that, notwithstanding the
agreements and provisions contained in the preceding sentence, the Owner Trustee
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 applicable
provisions of 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 the Owner Trustee further acknowledges and
agrees that any such interest, claim or benefit in or from Other Assets is and
shall be expressly subordinated to the indefeasible payment in full, which,
under the terms of 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 shall be deemed a subordination agreement within
the meaning of Section 510(a) of the Bankruptcy Code. The Indenture Trustee and
Owner Trustee each further acknowledges and agrees that no adequate remedy at
law exists for a breach of this Section 2.7 and the terms of this Section 2.7
may be enforced by an action for specific performance. The provisions of this
Section 2.7 shall be for the third party benefit of those entitled to rely
thereon and shall survive the termination of this Agreement.

     SECTION 2.8 Title to Trust  Property.  Legal  title to the  entirety of the
Owner Trust Estate shall be vested at all times in the Trust as a separate legal
entity,  except where applicable law in any  jurisdiction  requires title to any
part of the Owner Trust Estate to be vested in a trustee or  trustees,  in which
case  title  shall be deemed to be vested  in the Owner  Trustee,  a  co-trustee
and/or a separate trustee, as the case may be.

     SECTION 2.9 Situs of Trust. The Trust shall be administered in the State of
Delaware.  All bank  accounts  maintained  by the Owner Trustee on behalf of the
Trust  shall be located in the State of  Delaware.  The Trust shall not have any
employees in any state other than the State of Delaware; provided, however, that
nothing  herein shall  restrict or prohibit  the Bank or the Owner  Trustee from
having  employees  within or without  the State of  Delaware.  Payments  will be
received by the Trust only in Delaware,  and payments  will be made by the Trust
only from  Delaware.  The principal  office of the Trust shall be in care of the
Owner Trustee in the State of Delaware.

     SECTION 2.10 Representations and Warranties of the Depositor. The Depositor
hereby represents and warrants to the Owner Trustee that:

                (a) The Depositor is duly organized and validly existing
as a limited liability company in good standing under the laws of the State of
Delaware, with power and authority to own its properties and to conduct its
business as such properties are currently owned and such business is presently
conducted.

                (b) The Depositor is duly qualified to do business as a
foreign limited liability company in good standing, and has obtained all
necessary licenses and approvals in all jurisdictions in which the ownership or
lease of property or the conduct of its business shall require such
qualifications.

                (c) The Depositor has the power and authority to execute
and deliver this Agreement and to carry out its terms, and the Depositor has
full power and authority to sell and assign the property to be sold and assigned
to, and deposited with, the Trust, and the Depositor has duly authorized such
sale and assignment and deposit to the Trust; and the execution, delivery and
performance of this Agreement has been duly authorized by the Depositor.

                (d) This Agreement constitutes a legal, valid, and
binding obligation of the Depositor, enforceable against the Depositor in
accordance with its terms, subject, as to enforceability, to applicable
bankruptcy, insolvency, reorganization, conservatorship, receivership,
liquidation and other similar laws and to general equitable principles.

                (e) The consummation of the transactions contemplated by
this Agreement and the fulfillment of the terms hereof do not conflict with,
result in any breach of any of the terms and provisions of, or constitute (with
or without notice or lapse of time or both) a default under, the Certificate of
Formation or the Limited Liability Company Agreement, or any indenture,
agreement or other instrument to which the Depositor is a party or by which it
is bound; nor result in the creation or imposition of any lien upon any of its
properties pursuant to the terms of any such indenture, agreement or other
instrument (other than pursuant to the Basic Documents); nor violate any law or,
to the best of the Depositor's knowledge, any order, rule or regulation
applicable to the Depositor of any court or of any federal or state regulatory
body, administrative agency or other governmental instrumentality having
jurisdiction over the Depositor or its properties.

                (f) There are no proceedings or investigations pending
or, to the Depositor's best knowledge, threatened before any court, regulatory
body, administrative agency or other governmental instrumentality having
jurisdiction over the Depositor or its properties: (i) asserting the invalidity
of this Agreement, the Indenture, any of the other Basic Documents or the
Securities, (ii) seeking to prevent the issuance of the Securities or the
consummation of any of the transactions contemplated by this Agreement, the
Indenture or any of the other Basic Documents, (iii) seeking any determination
or ruling that might materially and adversely affect the performance by the
Depositor of its obligations under, or the validity or enforceability of, this
Agreement or (iv) which might adversely affect the federal income tax
attributes, or Applicable Tax State franchise or income tax attributes, of the
Securities.

                (g) The representations and warranties of the Depositor
in Section 3.1 of the Purchase Agreement are true and correct.

     SECTION 2.11 Federal Income Tax Matters.  It is the intent of the Depositor
and Ford Credit that, for purposes of federal income, state and local income and
franchise  tax and any other  income  taxes,  the  Trust  will be  treated  as a
disregarded  entity that is 100% owned by the Depositor,  and that the Depositor
in  turn  will  be  a  disregarded  entity  that  is  100%  owned  Ford  Credit.
Accordingly,  for so long as the Depositor owns 100% of the  Certificates,  each
class of Notes is intended to be treated as  indebtedness  of Ford  Credit.  The
Depositor  and Ford Credit hereby agree and the  Noteholders  by acceptance of a
Notes will agree in the  Indenture to such  treatment and each agrees to take no
action  inconsistent  with such  treatment.  In the  event  that (i) one or more
classes  of  Notes  is  recharacterized  as  an  equity  interest,  and  not  as
indebtedness of the Depositor,  or (ii) the  Certificates  are not 100% owned by
the  Depositor,  the  parties  intend  that  the  Trust  be  characterized  as a
partnership,  in the case of (i) above,  between the  Certificateholder  and the
holders of such class or classes of Notes (the "Recharacterized Classes"), or in
the case of (ii) above, among the Certificateholders and the Depositor.  In that
event, for purposes of federal income,  state and local income and franchise tax
and any other income taxes each month:

                (a) amounts paid as interest to holders of any
Recharacterized Class or Certificate Interest shall be treated as a guaranteed
payment within the meaning of Section 707(c) of the Code;

                (b) to the extent the characterization provided for in
paragraph (a) of this Section 2.11 is not respected, gross ordinary income of
the Trust for such month as determined for federal income tax purposes shall be
allocated to the holders of each Recharacterized Class and/or Certificate as of
the Record Date occurring within such month, in an amount equal to the sum of
(i) the interest accrued to such Class or Certificates for such month, (ii) the
portion of the market discount on the Receivables accrued during such month that
is allocable to the excess, if any, of the aggregate initial Note Balance of
such Class and/or Initial Certificate Balance over the initial aggregate issue
price of the Notes of such Class or Certificates and (iii) any amount expected
to be distributed to the holders of such Class of Securities pursuant to Section
4.6 of the Sale and Servicing Agreement (to the extent not previously allocated
pursuant to this paragraph (b)) to the extent necessary to reverse any net loss
previously allocated to holders of the Notes of such Recharacterized Class or
Certificates (to the extent not previously reversed pursuant to this clause
(iii)); and

                (c) thereafter all remaining net income of the Trust
(subject to the modifications set forth below) for such month as determined for
federal income tax purposes (and each item of income, gain, credit, loss or
deduction entering into the computation thereof) shall be allocated to the
Depositor, to the extent thereof.

If the gross ordinary income of the Trust for any month is insufficient for the
allocations described in paragraph (b) above, subsequent gross ordinary income
shall first be allocated to each Recharacterized Class or the Certificates in
alphabetical order to make up such shortfall before any allocation pursuant to
paragraph (c) above. Net losses of the Trust, if any, for any month as
determined for federal income tax purposes (and each item of income, gain,
credit, loss or deduction entering into the computation thereof) shall be
allocated to the Depositor to the extent the Depositor" is reasonably expected
to bear the economic burden of such net losses, and any remaining net losses
shall be allocated first among the holders of the Certificates until the
principal amount thereof is reduced to zero and thereafter to each
Recharacterized Class (in reverse alphabetical order, in each case, until the
principal balance of such Recharacterized Class is reduced to zero) as of the
Record Date occurring within such month, and among the Certificates or each
Recharacterized Class, in proportion to their ownership of the aggregate
principal balance of the Certificates or such Recharacterized Class on such
Record Date. The Depositor is authorized to modify the allocations in this
paragraph if necessary or appropriate, in its sole discretion, for the
allocations to fairly reflect the economic income, gain or loss to the
Depositor, the Certificateholders or the holders of a Recharacterized Class or
as otherwise required by the Code.


                                   ARTICLE III

                  TRUST CERTIFICATES AND TRANSFER OF INTERESTS

     SECTION 3.1 Initial Beneficial  Ownership.  Upon the formation of the Trust
by the  contribution  by the  Depositor  pursuant  to Section  2.5 and until the
issuance of the  Certificates,  the Depositor shall be the sole beneficial owner
of the Owner Trust Estate.

     SECTION 3.2 Capital  Accounts.  This  Section 3.2 will apply only if either
(i) the  Certificates  are held by more  than  one  beneficial  owner;  (ii) the
Certificates  and the right to receive  Reserve  Account  releases  and/or other
excess  spread are held by persons  that  constitute  more than one taxpayer for
U.S. federal income tax purposes or (iii) any Recharacterized  Class, as defined
in  Section  2.11  hereof,  exists (a) The Owner  Trustee  shall  establish  and
maintain a separate  bookkeeping account (a "Capital Account") for the Depositor
and each  Certificateholder.  The initial balance of the Capital Account for (i)
each   Certificateholder   shall  be  the   amount   initially   paid  for  such
Certificateholder's  Certificates  and (ii) the Depositor  shall be (x) the fair
market value of the Receivables  minus (y) the proceeds of the sale of Notes net
of the Reserve  Initial  Deposit.  The Capital  Account of the Depositor or each
Certificateholder  shall  also be  increased  by (i) the  dollar  amount  of any
additional cash contributions  made by the Depositor or such  Certificateholder,
as the case may be, (ii) the fair market value of any property (other than cash)
contributed to the Trust by the Depositor or such Certificateholder, as the case
may be (net of any  liabilities  to which the  property is  subject),  and (iii)
allocations to the Depositor or such  Certificateholder,  as the case may be, of
income and gain  (including  income exempt from tax). The Capital Account of the
Depositor or each Certificateholder  shall be decreased by (i) the dollar amount
of any cash  distributions made to the Depositor or such  Certificateholder,  as
the case may be, (ii) the fair market  value of any  property  (other than cash)
distributed to the Depositor or such Certificateholder,  as the case may be (net
of any liabilities to which the property is subject),  (iii)  allocations to the
Depositor or such  Certificateholder,  as the case may be, of loss or deductions
(or  items  thereof),  and (iv) any  allocations  of  expenditures  of the Trust
described in Section 705(a)(2)(B) of the Code.

                (b) Notwithstanding any other provision of this Agreement
to the contrary, the foregoing provisions of this Section 3.2 regarding the
maintenance of Capital Accounts shall be construed so as to comply with the
provisions of the Treasury Regulations promulgated pursuant to Section 704 of
the Code. The Depositor is hereby authorized to modify these provisions to the
minimum extent necessary to comply with such regulations.

     SECTION 3.3 The  Certificates.  (a) The Class D  Certificates  in aggregate
principal amount of $59,989,000  shall be issued to the Depositor in one or more
registered,  definitive, physical certificates, in the form set forth in Exhibit
A in  denominations  of at least $20,000 and in integral  multiples of $1,000 in
excess thereof. No Certificate may be sold, transferred, assigned, participated,
pledged,  or otherwise  disposed of (any such act, a  "Transfer")  to any Person
except in  accordance  with the  provisions  of Section 3.5,  and any  attempted
Transfer  in  violation  of  Section  3.5  shall be null and void  (each a "Void
Transfer").  In addition,  the  Depositor  covenants and agrees that it will not
Transfer the Class D  Certificates  unless it shall have delivered an Opinion of
Counsel to the Owner Trustee that (i) such Transfer shall not cause the Trust to
be classified as an association  (or publicly traded  partnership)  taxable as a
corporation  and (ii) such  Transfer  shall not cause the Trust to be subject to
the  Michigan  Single  Business Tax or any other entity level tax imposed by the
State of Michigan.

                (b) The Certificates shall be executed on behalf of the
Trust by manual or facsimile signature of an authorized officer of the Owner
Trustee. Certificates bearing the manual or facsimile signatures of individuals
who were, at the time when such signatures shall have been affixed, authorized
to sign on behalf of the Trust, shall be validly issued and entitled to the
benefits of this Agreement, notwithstanding that such individuals or any of them
shall have ceased to be so authorized prior to the authentication and delivery
of such Certificates or did not hold such offices at the date of authentication
and delivery of such Certificates.

                (c) If Transfer of the Certificates is permitted pursuant
to Section 3.5, a transferee of a Certificate shall become a Certificateholder,
and shall be entitled to the rights and subject to the obligations of a
Certificateholder hereunder upon such transferees acceptance of a Certificate
duly registered in such transferees name pursuant to Section 3.5.

     SECTION 3.4  Authentication of Certificates.  Concurrently with the initial
sale  of the  Receivables  to the  Trust  pursuant  to the  Sale  and  Servicing
Agreement,  the  Owner  Trustee  shall  cause the  Class D  Certificates,  in an
aggregate  principal  balance equal to the Initial  Certificate  Balance of such
Class D Certificates,  to be executed on behalf of the Trust,  authenticated and
delivered to or upon the written order of the Depositor,  signed by the chairman
of the board, the president,  any executive vice president,  any vice president,
the secretary, any assistant secretary, the treasurer or any assistant treasurer
of the  Depositor,  without  further  action  by the  Depositor,  in  authorized
denominations. No Certificate shall entitle its Certificateholder to any benefit
under this  Agreement,  or shall be valid for any  purpose,  unless  there shall
appear on such Certificate a certificate of authentication  substantially in the
form set forth in Exhibit A attached  hereto  executed  by the Owner  Trustee by
manual signature;  such authentication shall constitute conclusive evidence that
such Certificate shall have been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.

     SECTION  3.5  Registration  of  Certificates;   Transfer  and  Exchange  of
Certificates.  (a) The Certificate  Registrar shall keep or cause to be kept, at
the office or agency maintained pursuant to Section 3.9, a Certificate  Register
in which, subject to such reasonable regulations as it may prescribe,  the Trust
shall  provide  for  the  registration  of  Certificates  and of  Transfers  and
exchanges  of  Certificates  as  herein  provided.  Wachovia  Bank of  Delaware,
National Association shall be the initial Certificate Registrar.  No Transfer of
a Certificate  shall be recognized  except upon registration of such Transfer in
the Certificate Register.

                (b) Each Class D Certificate shall bear a legend to the
following effect unless determined otherwise by the Administrator (as certified
to the Owner Trustee in an Officer's Certificate) and the Owner Trustee
consistent with applicable law:

                "THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR
BLUE SKY LAW OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING
THIS CERTIFICATE, AGREES FOR THE BENEFIT OF THE TRUST AND THE DEPOSITOR THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (I)
(A) (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN
THE MEANING OF RULE l44A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
SUBJECT TO (A) THE RECEIPT BY THE TRUST AND THE CERTIFICATE REGISTRAR OF A
CERTIFICATE SUBSTANTIALLY IN THE FORM ATTACHED AS EXHIBIT D TO THE TRUST
AGREEMENT AND (B) THE RECEIPT BY THE TRUST AND THE CERTIFICATE REGISTRAR OF A
LETTER SUBSTANTIALLY IN THE FORM ATTACHED AS EXHIBIT B TO THE TRUST AGREEMENT,
WITH SUCH CHANGES THEREIN AS MAY BE APPROVED BY THE OWNER TRUSTEE AND DEPOSITOR,
(2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE), SUBJECT TO THE RECEIPT BY THE TRUST, THE INITIAL
PURCHASER AND THE CERTIFICATE REGISTRAR OF AN OPINION OF COUNSEL ACCEPTABLE TO
THE OWNER TRUSTEE AND THE DEPOSITOR THAT SUCH REOFFER, RESALE, PLEDGE OR
TRANSFER IS IN COMPLIANCE WITH THE TRUST AGREEMENT AND THE SECURITIES ACT AND
OTHER APPLICABLE LAWS, (3) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE
MEANING THEREOF IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
SECURITIES ACT PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE TRUST AND
THE CERTIFICATE REGISTRAR OF A LETTER SUBSTANTIALLY IN THE FORM ATTACHED AS
EXHIBIT C TO THE TRUST AGREEMENT OR (B) THE RECEIPT BY THE TRUST, THE INITIAL
PURCHASER AND THE CERTIFICATE REGISTRAR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE
OWNER TRUSTEE AND THE DEPOSITOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS
IN COMPLIANCE WITH THE TRUST AGREEMENT AND THE SECURITIES ACT AND OTHER
APPLICABLE LAWS AND (B) IN THE CASE OF A TRANSFER PURSUANT TO CLAUSES (A)(1),
(2) OR (3), THE RECEIPT BY THE OWNER TRUSTEE AND THE DEPOSITOR OF THE STATE TAX
OPINION REQUIRED BY SECTION 3.3(a) OF THE TRUST AGREEMENT, 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."

                As a condition to the registration of any Transfer of a
Certificate, the prospective transferee of such Certificate shall be required to
represent in writing to the Owner Trustee, the Certificate Registrar and the
Initial Purchaser the following, unless determined otherwise by the
Administrator (as certified to the Owner Trustee in an Officer's Certificate):

                  (i) It understands that no subsequent Transfer of the
         Certificates is permitted unless it causes its proposed transferee to
         provide to the Trust, the Certificate Registrar and the Initial
         Purchaser a letter substantially in the form of Exhibit B or Exhibit C
         hereof (with such changes therein as may be approved by the Depositor),
         as applicable, or such other written statement as the Depositor shall
         prescribe.

                  (ii) It is either:

                  (A) not, and each account (if any) for which it is purchasing
         the Certificates is not (1) an employee benefit plan, as defined in
         Section 3(3) of ERISA, that is subject to Title I of ERISA, (2) a plan
         described in Section 4975(e)(1) of the Code that is subject to Section
         4975 of the Code, (3) a governmental plan, as defined in Section 3(32)
         of ERISA, subject to any federal, State or local law which is, to a
         material extent, similar to the provisions of Section 406 of ERISA or
         Section 4975 of the Code, (4) an entity whose underlying assets include
         plan assets by reason of a plans investment in the entity (within the
         meaning of Department of Labor Regulation 29 C.F.R. ss. 2510.3-101 or
         otherwise under ERISA) or (5) a person investing "plan assets" of any
         such plan (including without limitation, for purposes of this clause
         (5), an insurance company general account, but excluding any entity
         registered under the Investment Company Act of 1940, as amended); or

                  (B) an insurance company acting on behalf of a general account
         and (1) on the date of purchase less than 25% (or such lower percentage
         as may be determined by the Depositor) of the assets of such general
         account (as reasonably determined by it) constitute "plan assets" for
         purposes of Title I of ERISA and Section 4975 of the Code, (2) the
         purchase and holding of such Certificates are eligible for exemptive
         relief under Sections (I) and (III) of Prohibited Transaction Class
         Exemption 95-60, and (3) the purchaser agrees that if, after the
         purchaser's initial acquisition of the Certificates, at any time during
         any calendar quarter 25% (or such lower percentage as may be determined
         by the Depositor) or more of the assets of such general account (as
         reasonably determined by it no less frequently than each calendar
         quarter) constitute "plan assets" for purposes of Title I of ERISA or
         Section 4975 of the Code and no exemption or exception from the
         prohibited transaction rules applies to the continued holding of the
         Certificates under Section 401(c) of ERISA and the final regulations
         thereunder or under an exemption or regulation issued by the United
         States Department of Labor under ERISA, it will dispose of all
         Certificates then held in its general account by the end of the next
         following calendar quarter.

                  (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 political subdivision thereof, (c)
         an estate the income of which is includible in gross income for United
         States tax purposes, regardless of its source, (D) a trust if a U.S.
         court is able to exercise primary supervision over the administration
         of such trust and one or more persons described in clause (A), (B), (C)
         or (E) of this paragraph (iii) has the authority to control all
         substantial decisions of the trust or (E) a person not described in
         clauses (A) through (D) of this paragraph (iii) whose ownership of the
         Certificates 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 Trust and the Depositor with an IRS Form
         8-ECI (and such other certifications, representations, or opinions of
         counsel as may be requested by the Trust or the Depositor).

                  (iv) It understands that any purported Transfer of any
         Certificate (or any interest therein) in contravention of any of the
         restrictions and conditions contained in this Section will be a Void
         Transfer, and the purported transferee in a Void Transfer will not be
         recognized by the Trust or any other person as a Certificateholder for
         any purpose.

                (c) By acceptance of any Certificate, the
Certificateholder thereof specifically agrees with and represents to the
Depositor, the Trust and the Certificate Registrar, that no Transfer of such
Certificate shall be made unless the registration requirements of the Securities
Act and any applicable State securities laws are complied with, or such Transfer
is exempt from the registration requirements under the Securities Act because
the Transfer satisfies one of the following:

                  (i) such Transfer is in compliance with Rule 144A under the
         Securities Act ("Rule 144A"), to a transferee who the transferor
         reasonably believes is a Qualified Institutional Buyer that is
         purchasing for its own account or for the account of a Qualified
         Institutional Buyer and to whom notice is given that such Transfer is
         being made in reliance upon Rule 144A under the Securities Act and (x)
         the transferor executes and delivers to the Trust and the Certificate
         Registrar, a Rule 144A transferor certificate substantially in the form
         attached as Exhibit D and (y) the transferee executes and delivers to
         the Trust and the Certificate Registrar an investment letter
         substantially in the form attached as Exhibit B;

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

                  (iii) such Transfer is to an institutional accredited investor
         as defined in rule 501(a)(1), (2), (3) or (7) of Regulation D
         promulgated under the Securities Act in a transaction exempt from the
         registration requirements of the Securities Act, such Transfer is in
         accordance with any applicable securities laws of any State of the
         United States or any other jurisdiction, and such investor executes and
         delivers to the Trust and the Certificate Registrar an investment
         letter substantially in the form attached as Exhibit C.

                (d) The Depositor shall make available to the prospective
transferor and transferee of a Certificate information requested to satisfy the
requirements of paragraph (d) (4) of Rule 144A (the "Rule 144A Information").
The Rule 144A Information shall include any or all of the following items
requested by the prospective transferee:

                  (i) the private placement memorandum, if any, relating to the
         Certificates, and any amendments or supplements thereto;

                  (ii) each statement delivered to Certificateholders pursuant
         to Section 5.2(b) on each Payment Date preceding such request; and

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

                None of the Depositor, the Certificate Registrar or the Owner
Trustee is under an obligation to  register any Certificate under the Securities
Act or any other securities law.

                (e) Upon surrender for registration of Transfer of any
Certificate at the office or agency maintained pursuant to Section 3.9 and upon
compliance with any provisions of this Agreement relating to such Transfer, the
Owner Trustee shall execute, authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Certificates in authorized
denominations of a like Class and aggregate amount dated the date of
authentication by the Owner Trustee or any authenticating agent. At the option
of a Certificateholder, Certificates may be exchanged for other Certificates of
authorized denominations of a like Class and aggregate amount upon surrender of
the Certificates to be exchanged at the office or agency maintained pursuant to
Section 3.9.

                Every Certificate presented or surrendered for registration of
Transfer or exchange shall be accompanied by a written instrument of transfer in
form satisfactory to the Owner Trustee and the Certificate Registrar, duly
executed by the Certificateholder or his attorney in writing, with such
signature guaranteed by a member firm of the New York Stock Exchange or a
commercial bank or trust company. Each Certificate surrendered for registration
of Transfer or exchange shall be cancelled and subsequently disposed of by the
Certificate Registrar in accordance with its customary practice.

                No service charge shall be made for any registration of
Transfer or exchange of Certificates, but the Owner Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any Transfer or
exchange of Certificates.

                The preceding provisions of this Section 3.5 notwithstanding,
the Owner Trustee shall not make and the Certificate Registrar need not register
any Transfer or exchange of Certificates for a period of fifteen (15) days
preceding any Payment Date for any payment with respect to the Certificates.

     SECTION 3.6 Mutilated,  Destroyed, Lost or Stolen Certificates.  If (a) any
mutilated Certificate shall be surrendered to the Certificate  Registrar,  or if
the  Certificate  Registrar  shall receive  evidence to its  satisfaction of the
destruction,  loss or theft of any  Certificate and (b) there shall be delivered
to the Certificate Registrar and the Owner Trustee such security or indemnity as
may be required by them to save each of them  harmless,  then, in the absence of
notice that such Certificate shall have been acquired by a protected  purchaser,
the Owner  Trustee on behalf of the Trust shall  execute  and the Owner  Trustee
shall  authenticate  and  deliver,  in  exchange  for,  or in lieu of,  any such
mutilated,  destroyed,  lost or stolen  Certificate  a new  Certificate  of like
Class,  tenor and  denomination.  In  connection  with the  issuance  of any new
Certificate  under  this  Section  3.6,  the Owner  Trustee  or the  Certificate
Registrar may require the payment of a sum  sufficient to cover any tax or other
governmental charge that may be imposed in connection  therewith.  Any duplicate
Certificate  issued  pursuant to this  Section 3.6 shall  constitute  conclusive
evidence of ownership in the Trust, as if originally issued,  whether or not the
lost, stolen or destroyed Certificate shall be found at any time.

     SECTION  3.7  Persons   Deemed  Owners  of   Certificates.   Prior  to  due
presentation of a Certificate for  registration of Transfer,  the Owner Trustee,
the Certificate  Registrar and any Certificate Paying Agent may treat the Person
in whose name any Certificate shall be registered in the Certificate Register as
the  owner  of such  Certificate  for the  purpose  of  receiving  distributions
pursuant to Section 5.2 and for all other purposes  whatsoever,  and none of the
Owner Trustee,  the Certificate  Registrar or any Certificate Paying Agent shall
be bound by any notice to the contrary.

     SECTION 3.8 Access to List of Certificateholders'  Names and Addresses. The
Owner  Trustee  shall  furnish or cause to be  furnished to the Servicer and the
Depositor,  or to the Indenture Trustee,  within fifteen (15) days after receipt
by the Owner  Trustee of a written  request  therefor  from the  Servicer or the
Depositor, or the Indenture Trustee, as the case may be, a list, in such form as
the requesting party may reasonably  require,  of the names and addresses of the
Certificateholders   as  of  the  most  recent   Record  Date.   Three  or  more
Certificateholders or one or more  Certificateholders of Certificates evidencing
not less than 25% of the Aggregate  Certificate  Balance may apply in writing to
the  Owner  Trustee  for a list of the  other  Certificateholders  in  order  to
communicate  with other  Certificateholders  with  respect to their rights under
this  Agreement  or  under  the  Certificates.  Any  such  application  must  be
accompanied  by a copy of the  communication  that such  applicants  propose  to
transmit.  The Owner  Trustee  shall,  within five (5)  Business  Days after the
receipt  of such  application,  afford  such  applicants  access  during  normal
business   hours   to   the   current   list   of    Certificateholders.    Each
Certificateholder,  by receiving and holding a  Certificate,  shall be deemed to
have agreed not to hold any of the Depositor,  the Certificate  Registrar or the
Owner Trustee  accountable  by reason of the disclosure of its name and address,
regardless of the source from which such information was derived.

     SECTION  3.9  Maintenance  of Office or  Agency.  The Owner  Trustee  shall
maintain an office or offices or agency or agencies  where  Certificates  may be
surrendered  for  registration  of Transfer or  exchange  and where  notices and
demands to or upon the Owner  Trustee in  respect  of the  Certificates  and the
Basic  Documents  may be served.  The Owner  Trustee  initially  designates  its
Corporate  Trust Office for such  purposes.  The Owner Trustee shall give prompt
written notice to the Depositor and to the  Certificateholders  of any change in
the location of the Certificate Registrar or any such office or agency.

     SECTION 3.10  Appointment  of  Certificate  Paying Agent.  The  Certificate
Paying  Agent  shall  make   distributions  to   Certificateholders   from  each
Certificate  Distribution  Account  pursuant to Section 5.2 and shall report the
amounts of such distributions to the Owner Trustee. Any Certificate Paying Agent
shall  have  the  revocable  power  to  withdraw  funds  from  each  Certificate
Distribution  Account  for the purpose of making the  distributions  referred to
above. The Owner Trustee may revoke such power and remove the Certificate Paying
Agent  if  the  Owner  Trustee  determines  in  its  sole  discretion  that  the
Certificate Paying Agent shall have failed to perform its obligations under this
Agreement in any material respect.  The Certificate Paying Agent shall initially
be the Owner Trustee,  and any co-paying agent chosen by the Owner Trustee.  The
Owner  Trustee  shall be  permitted to resign as  Certificate  Paying Agent upon
thirty (30) days written notice to the Owner Trustee. In the event that the Bank
shall no longer be the Certificate Paying Agent, the Owner Trustee shall appoint
a successor to act as  Certificate  Paying Agent (which shall be a bank or trust
company).  The Owner Trustee shall cause such successor Certificate Paying Agent
or any  additional  Certificate  Paying Agent  appointed by the Owner Trustee to
execute and deliver to the Owner Trustee an  instrument in which such  successor
Certificate Paying Agent or additional Certificate Paying Agent shall agree with
the Owner Trustee that as Certificate  Paying Agent, such successor  Certificate
Paying Agent or additional  Certificate Paying Agent will hold all sums, if any,
held by it for payment to the Certificateholders in trust for the benefit of the
Certificateholders  entitled  thereto  until  such  sums  shall  be paid to such
Certificateholders.  The  Certificate  Paying Agent shall  return all  unclaimed
funds to the Owner Trustee and upon removal of a  Certificate  Paying Agent such
Certificate  Paying Agent shall also return all funds in its  possession  to the
Owner  Trustee.  The provisions of Sections 7.1, 7.3, 7.4 and 8.1 shall apply to
the Owner Trustee also in its role as Certificate  Paying Agent,  for so long as
the Owner  Trustee  shall act as  Certificate  Paying  Agent and,  to the extent
applicable, to any other paying agent appointed hereunder. Any reference in this
Agreement to the  Certificate  Paying Agent shall  include any  co-paying  agent
unless the context requires otherwise.

     SECTION 3.11 Certain Rights of Depositor.  The Depositor  shall be entitled
to any amounts not needed on any Payment  Date to make  payments on the Notes or
the  Certificates or to make deposits to the Reserve Account pursuant to Section
4.6 of the Sale and Servicing Agreement, and to receive amounts remaining in the
Reserve Account following the payment in full of the aggregate  principal amount
of the Notes and the  Aggregate  Certificate  Balance  and of all other  amounts
owing or to be  distributed  hereunder  or under the  Indenture  or the Sale and
Servicing Agreement to Noteholders and Certificateholders and the termination of
the Trust. The Depositor shall not Transfer any such rights unless it shall have
delivered  an Opinion of Counsel  to the Owner  Trustee  that (i) such  Transfer
shall not cause the Trust to be classified as an association (or publicly traded
partnership) taxable as a corporation and (ii) such Transfer shall not cause the
Trust to be subject to the  Michigan  Single  Business  Tax or any other  entity
level tax imposed by the State of Michigan.

                                   ARTICLE IV

                            ACTIONS BY OWNER TRUSTEE

     SECTION  4.1 Prior  Notice to  Certificateholders  with  Respect to Certain
Matters.  It is the intention of the Depositor and the  Certificateholders  that
the powers and duties of the Owner Trustee are ministerial and  non-ministerial;
provided,  however, that any non-ministerial action (including the taking of any
legal  action) may only be taken by the Owner  Trustee in  accordance  with this
Section 4.1. With respect to the following matters,  the Owner Trustee shall not
take  action  unless,  (I) at least  thirty  (30) days before the taking of such
action,  the Owner Trustee shall have  notified the  Certificateholders  and the
Rating  Agencies in writing of the proposed  action and (II)  Certificateholders
holding not less than a majority of the Aggregate  Certificate Balance shall not
have  notified  the Owner  Trustee in  writing  prior to the 30th day after such
notice is given that such  Certificateholders  have withheld consent or provided
alternative direction:

                (a) the initiation of any material claim or lawsuit by
the Trust (except claims or lawsuits brought by the Servicer in connection with
the collection of the Receivables) and the settlement of any material action,
claim or lawsuit brought by or against the Trust (except with respect to the
aforementioned claims or lawsuits for collection by the Servicer of the
Receivables);

                (b) the election by the Trust to file an amendment to the
Certificate of Trust (unless such amendment is required to be filed under the
Delaware Statutory Trust Act);

                (c) the amendment of the Indenture by a supplemental
indenture in circumstances where the consent of any Noteholder or Swap
Counterparty is required;

                (d) the amendment of the Indenture by a supplemental
indenture in circumstances where the consent of any Noteholder or Swap
Counterparty is not required and such amendment materially adversely affects the
interests of any of the Certificateholders;

                (e) the amendment, change or modification of the Sale and
Servicing Agreement or the Administration Agreement, except to cure any
ambiguity or to amend or supplement any provision in a manner or to add any
provision that would not materially adversely affect the interests of the
Certificateholders; or

                (f) the appointment pursuant to the Indenture of a
successor Note Registrar, Note Paying Agent or Indenture Trustee, or pursuant to
this Agreement of a successor Certificate Registrar, or the consent to the
assignment by the Note Registrar, Note Paying Agent or Indenture Trustee or
Certificate Registrar of its obligations under the Indenture or this Agreement,
as applicable.

     SECTION 4.2 Action by  Certificateholders  with Respect to Certain Matters.
The Owner Trustee may not,  except upon the  occurrence of an Event of Servicing
Termination  subsequent  to the  payment in full of the Notes and in  accordance
with the written direction of a majority of the Controlling  Certificate  Class,
(a) remove the  Servicer  under the Sale and  Servicing  Agreement  pursuant  to
Article  VIII  thereof or (b) appoint a successor  Servicer  pursuant to Article
VIII of the Sale and Servicing Agreement. The Owner Trustee may not, except upon
the  occurrence  of an event  specified  in Section  9(c) of the  Administration
Agreement  subsequent to the payment in full of the Notes and in accordance with
the written  direction of a majority of the  Controlling  Certificate  Class (a)
remove the Administrator under the Administration  Agreement pursuant to Section
9 thereof or (b) appoint a successor  Administrator pursuant to Section 9 of the
Administration Agreement.

     SECTION 4.3 Action by  Certificateholders  with Respect to Bankruptcy.  The
Owner  Trustee  shall not have the power to commence a voluntary  proceeding  in
bankruptcy  relating  to the Trust  unless  the Notes have been paid in full and
each Certificateholder  (other than the Depositor) approves of such commencement
in advance and delivers to the Owner Trustee a certificate  certifying that such
Certificateholder reasonably believes that the Trust is insolvent.

     SECTION   4.4    Restrictions    on    Certificateholders'    Power.    The
Certificateholders  shall not direct the Owner  Trustee to take or refrain  from
taking any action if such action or inaction would be contrary to any obligation
of the Trust or the Owner Trustee under this Agreement or any of the other Basic
Documents or would be contrary to Section  2.3,  nor shall the Owner  Trustee be
obligated to follow any such direction, if given.

     SECTION 4.5 Majority  Control.  Except as expressly  provided  herein,  any
action that may be taken by the  Certificateholders  under this Agreement may be
taken by the  Certificateholders  of  Certificates  evidencing  not less  than a
majority of the  Aggregate  Certificate  Balance.  Except as expressly  provided
herein, any written notice of the Certificateholders  delivered pursuant to this
Agreement  shall be effective if signed by  Certificateholders  of  Certificates
evidencing not less than a majority of the Aggregate  Certificate Balance at the
time of the delivery of such notice.


                                    ARTICLE V

                   APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

     SECTION 5.1 Establishment of Certificate Distribution Account.  Pursuant to
Section 4.1(c) of the Sale and Servicing  Agreement,  there has been established
and there shall be maintained two segregated trust accounts, each in the name of
"Wachovia  Bank of  Delaware,  National  Association,  as  Owner  Trustee"  at a
Qualified  Institution or Qualified Trust Institution  (which shall initially be
the corporate  trust  department of the Bank),  which shall be designated as the
"Certificate  Interest  Distribution  Account"  and the  "Certificate  Principal
Distribution   Account,"   respectively   (each  of  the  Certificate   Interest
Distribution  Account and the  Certificate  Principal  Distribution  Account,  a
"Certificate  Distribution  Account").  Except as expressly  provided in Section
3.10, each Certificate Distribution Account shall be under the sole dominion and
control of the Owner  Trustee.  All monies  deposited  from time to time in each
Certificate  Distribution  Account pursuant to the Sale and Servicing  Agreement
shall be applied as  provided in the Basic  Documents.  In the event that either
Certificate  Distribution Account is no longer to be maintained at the corporate
trust  department  of the Bank,  the Servicer  shall,  with the Owner  Trustee's
assistance as necessary, cause such Certificate Distribution Account to be moved
to a Qualified  institution  or a Qualified  Trust  Institution  within ten (10)
Business  Days (or such longer period not to exceed thirty (30) calendar days as
to which each Rating Agency may consent). Each Certificate  Distribution Account
will be  established  and  maintained  pursuant  to an account  agreement  which
specifies New York law as the governing law.

     SECTION 5.2 Application of Trust Funds. (a) On each Payment Date, the Owner
Trustee shall, based on the information contained in the Servicer's  Certificate
delivered on the relevant Determination Date pursuant to Section 3.9 of the Sale
and Servicing Agreement:

                  (i) withdraw the amounts deposited into the Certificate
         Interest Distribution Account pursuant to Section 4.6(c) of the Sale
         and Servicing Agreement on or prior to such Payment Date and make or
         cause to be made distributions and payments in the following order of
         priority:

                           (1) first, to the Certificateholders of Class D
                  Certificates, an amount equal to the Accrued Class D
                  Certificate Interest; provided that if there are not
                  sufficient funds available to pay the entire amount of the
                  Accrued Class D Certificate Interest, the amounts available
                  shall be applied to the payment of such interest on the Class
                  D Certificates on a pro rata basis; and

                           (2) second, to the Depositor, any funds remaining on
                  deposit in the Certificate Interest Distribution Account.

                  (ii) withdraw the amounts deposited into the Certificate
         Principal Distribution Account pursuant to Section 4.6(c) and (d) of
         the Sale and Servicing Agreement on or prior to such Payment Date and
         make or cause to be made distributions and payments in the following
         order of priority:

                           (1) first, to the Certificateholders of the Class D
                  Certificates in reduction of the Certificate Balance of the
                  Class D Certificates, until the Certificate Balance of the
                  Class D Certificates has been reduced to zero; provided that
                  if there are not sufficient funds available to reduce the
                  Certificate Balance of the Class D Certificates to zero, the
                  amounts available shall be applied to the reduction of the
                  Certificate Balance of the Class D Certificates on pro rata
                  basis; and

                           (2) second, to the Depositor, any funds remaining on
                  deposit in the Certificate Principal Distribution Account.

                (b) On each Payment Date, the Owner Trustee shall, or
shall cause the Certificate Paying Agent to, send to each Certificateholder as
of the related Record Date the statement provided to the Owner Trustee by the
Servicer pursuant to Section 4.9 of the Sale and Servicing Agreement with
respect to such Payment Date.

                (c) In the event that any withholding tax is imposed on
the Trust's payment (or allocations of income) to a Certificateholder, such tax
shall reduce the amount otherwise distributable to such Certificateholder in
accordance with this Section 5.2. The Owner Trustee and each Certificate Paying
Agent is hereby authorized and directed to retain from amounts otherwise
distributable to the Certificateholders sufficient funds for the payment of any
such withholding tax that is legally owed by the Trust (but such authorization
shall not prevent the Owner Trustee from contesting any such tax in appropriate
proceedings, and withholding payment of such tax, if permitted by law, pending
the outcome of such proceedings). The amount of any withholding tax imposed with
respect to a Certificateholder shall be treated as cash distributed to such
Certificateholder at the time it is withheld by the Trust and remitted to the
appropriate taxing authority. If there is a possibility that withholding tax is
payable with respect to a distribution (such as a distribution to a non-U.S.
Certificateholder), the Owner Trustee may, in its sole discretion, withhold such
amounts in accordance with this paragraph (c). In the event that a
Certificateholder wishes to apply for a refund of any such withholding tax, the
Owner Trustee shall reasonably cooperate with such Certificateholder in making
such claim so long as such Certificateholder agrees to reimburse the Owner
Trustee for any out-of-pocket expenses incurred.

     SECTION 5.3 Method of  Payment.  Subject to Section  9.1(c),  distributions
required to be made to  Certificateholders  on any Payment Date shall be made to
each  Certificateholder  of record on the  preceding  Record Date either by wire
transfer,   in   immediately   available   funds,   to  the   account   of  such
Certificateholder  at a bank  or  other  entity  having  appropriate  facilities
therefor, if (i) such  Certificateholder  shall have provided to the Certificate
Registrar appropriate written instructions at least five (5) Business Days prior
to such Payment Date and such Certificateholder's  Certificates in the aggregate
evidence   a   denomination   of  not  less  than   $1,000,000,   or  (ii)  such
Certificateholder  is the  Depositor  or,  if  not,  by  check  mailed  to  such
Certificateholder  at the  address of such  Certificateholder  appearing  in the
Certificate Register.  Notwithstanding the foregoing,  the final distribution in
respect of any Certificate  (whether on the applicable  Final Scheduled  Payment
Date or otherwise) will be payable only upon  presentation and surrender of such
Certificate  at the office or agency  maintained  for that  purpose by the Owner
Trustee pursuant to Section 3.9.

     SECTION 5.4 No Segregation of Monies; No Interest.  Subject to Sections 5.1
and 5.2, monies  received by the Owner Trustee  hereunder need not be segregated
in any manner  except to the extent  required by law, the  Indenture or the Sale
and Servicing  Agreement,  and may be deposited under such general conditions as
may be  prescribed  by law,  and the Owner  Trustee  shall not be liable for any
interest thereon.

     SECTION  5.5  Accounting  and Reports to  Noteholders,  Certificateholders,
Internal Revenue Service and Others.  If at any time the Trust is not treated as
a disregarded  entity for U.S.  federal  income tax purposes,  the Owner Trustee
shall,  based on  information  provided  by or on behalf of the  Depositor,  (a)
maintain (or cause to be  maintained)  the books of the Trust on a calendar year
basis  on the  accrual  method  of  accounting,  (b)  deliver  (or  cause  to be
delivered)  to  each  Certificateholder,  as may be  required  by the  Code  and
applicable Treasury Regulations,  such information as may be required (including
Schedule K-1) to enable each  Certificateholder  or holder of a  Recharacterized
Class to prepare its federal and State income tax returns, (c) file (or cause to
be filed)  such tax  returns  relating  to the Trust  (including  a  partnership
information  return, IRS Form 1065), and make such elections as may from time to
time be required or appropriate under any applicable State or federal statute or
rule or regulation thereunder so as to maintain the Trust's  characterization as
a partnership for federal income tax purposes,  (d) cause such tax returns to be
signed in the manner  required by law and (e) collect (or cause to be collected)
any  withholding  tax as described in and in accordance with Section 5.2(c) with
respect to income or distributions to Certificateholders.  At such time, if any,
as the Trust is not classified as a disregarded  entity, the Owner Trustee shall
elect under  Section 1278 of the Code to include in income  currently any market
discount that accrues with respect to the  Receivables.  The Owner Trustee shall
not make the election provided under Section 754 of the Code.

     SECTION 5.6 Signature on Returns;  Tax Matters Partner.  (a) If at any time
the Trust does not qualify as a disregarded  entity for U.S.  federal income tax
purposes, the legal entity that holds, or is deemed to hold under applicable law
and  regulations,  the right to receive releases from the Reserve Account and/or
spread shall prepare (or cause to be prepared) and sign, on behalf of the Trust,
the tax returns of the Trust.

                (b) The entity that is required to prepare the tax
returns of the Trust pursuant to section 5.6(a) shall be designated the "tax
matters partner" of the Trust pursuant to Section 6231(a)(7)(A) of the Code and
applicable Treasury Regulations.

                                   ARTICLE VI

                     AUTHORITY AND DUTIES OF OWNER TRUSTEE

         SECTION 6.1 General Authority. The Owner Trustee is authorized
and directed to execute and deliver on behalf of the Trust the Basic Documents
to which the Trust is to be a party and each certificate or other document
attached as an exhibit to or contemplated by the Basic Documents to which the
Trust is to be a party and any amendment or other agreement, in each case, in
such form as the Depositor shall approve, as evidenced conclusively by the Owner
Trustee's execution thereof and the Depositor's execution of this Agreement, and
to direct the Indenture Trustee to authenticate and deliver (i) Class A-1 Notes
in the aggregate principal amount of $577,000,000, (ii) Class A-2a Notes in the
aggregate principal amount of $640,000,000, (iii) Class A-2b Notes in the
aggregate principal amount of $640,000,000, (iv) Class A-3a Notes in the
aggregate principal amount of $285,000,000, (v) Class A-3b Notes in the
aggregate principal amount of $285,000,000, (vi) Class A-4a Notes in the
aggregate principal amount of $211,452,000, (vii) Class A-4b Notes in the
aggregate principal amount of $211,000,000, (viii) Class B-1 Notes in the
aggregate principal amount of $52,733,000 , (ix) Class B-2 Notes in the
aggregate principal amount of $37,250,000 and (x) Class C Notes in the aggregate
principal amount of $59,989,000. In addition to the foregoing, the Owner Trustee
is authorized to take all actions required of the Trust pursuant to the Basic
Documents. The Owner Trustee is further authorized from time to time to take
such action on behalf of the Trust as is permitted by the Basic Documents and
which the Servicer or the Administrator directs with respect to the Basic
Documents, except to the extent that this Agreement expressly requires the
consent of Certificateholders for such action..

     SECTION 6.2 General Duties.  Subject to Section 4.1 hereof, it shall be the
duty of the Owner  Trustee to discharge (or cause to be  discharged)  all of its
responsibilities  pursuant  to the terms of this  Agreement  and the other Basic
Documents  to which  the  Trust is a party  and to  administer  the Trust in the
interest of the Certificateholders,  subject to the lien of the Indenture and in
accordance with the provisions of this Agreement and the other Basic  Documents.
Notwithstanding  anything  else to the  contrary  in this  Agreement,  the Owner
Trustee  shall be deemed to have  discharged  its  duties  and  responsibilities
hereunder  and under the Basic  Documents  to the  extent the  Administrator  is
required in the Administration Agreement to perform any act or to discharge such
duty of the Owner  Trustee  or the  Trust  hereunder  or under  any other  Basic
Document,  and the Owner  Trustee  shall not be held  liable for the  default or
failure  of  the   Administrator   to  carry  out  its  obligations   under  the
Administration  Agreement.  Except as expressly provided in the Basic Documents,
the Owner Trustee shall have no obligation to administer, service or collect the
Receivables or to maintain,  monitor or otherwise  supervise the administration,
servicing or collection of the Receivables.

     SECTION  6.3 Action  upon  Instruction.  (a)  Subject to Article IV, and in
accordance with the terms of the Basic Documents, the Certificateholders may, by
written instruction, direct the Owner Trustee in the management of the Trust.

                (b) The Owner Trustee shall not be required to take any
action hereunder or under any Basic Document if the Owner Trustee shall have
reasonably determined, or shall have been advised by counsel, that such action
is likely to result in liability on the part of the Owner Trustee or is contrary
to the terms hereof or of any other Basic Document or is otherwise contrary to
law.

                (c) Whenever the Owner Trustee is unable to decide
between alternative courses of action permitted or required by the terms of this
Agreement or any other Basic Document, the Owner Trustee shall promptly give
notice (in such form as shall be appropriate under the circumstances) to the
Certificateholders requesting instruction as to the course of action to be
adopted, and to the extent the Owner Trustee acts in good faith in accordance
with any written instruction of the Certificateholders received, the Owner
Trustee shall not be liable on account of such action to any Person. If the
Owner Trustee shall not have received appropriate instruction within ten (10)
days of such notice (or within such shorter period of time as reasonably may be
specified in such notice or may be necessary under the circumstances) it may,
but shall be under no duty to, take or refrain from taking such action, not
inconsistent with this Agreement or the other Basic Documents, as it shall deem
to be in the best interests of the Certificateholders, and shall have no
liability to any Person for such action or inaction.

                (d) In the event the Owner Trustee is unsure as to the
application of any provision of this Agreement or any other Basic Document or
any such provision is ambiguous as to its application, or is, or appears to be,
in conflict with any other applicable provision, or in the event that this
Agreement permits any determination by the Owner Trustee or is silent or is
incomplete as to the course of action that the Owner Trustee is required to take
with respect to a particular set of facts, the Owner Trustee may give notice (in
such form as shall be appropriate under the circumstances) to the
Certificateholders requesting instruction and, to the extent that the Owner
Trustee acts or refrains from acting in good faith in accordance with any such
instruction received, the Owner Trustee shall not be liable, on account of such
action or inaction, to any Person. If the Owner Trustee shall not have received
appropriate instruction within ten (10) days of such notice (or within such
shorter period of time as reasonably may be specified in such notice or may be
necessary under the circumstances) it may, but shall be under no duty to, take
or refrain from taking such action not inconsistent with this Agreement or the
other Basic Documents, as it shall deem to be in the best interests of the
Certificateholders, and shall have no liability to any Person for such action or
inaction.

     SECTION  6.4  No  Duties  Except  as  Specified  in  this  Agreement  or in
Instructions. The Owner Trustee shall not have any duty or obligation to manage,
make any  payment  with  respect  to,  register,  record,  sell,  dispose of, or
otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from
taking any action under, or in connection with, any document contemplated hereby
to which the Owner Trustee or the Trust is a party, except as expressly provided
by the  terms  of this  Agreement  or in any  document  or  written  instruction
received by the Owner Trustee  pursuant to Section 6.3; and no implied duties or
obligations  shall be read  into this  Agreement  or any  other  Basic  Document
against the Owner Trustee.  The Owner Trustee shall have no  responsibility  for
filing any financing or continuation  statement in any public office at any time
or to otherwise  perfect or maintain the perfection of any security  interest or
lien granted to it hereunder or to prepare or file any Commission filing for the
Trust or to record this Agreement or any other Basic Document. The Owner Trustee
nevertheless agrees that it will, at its own cost and expense, promptly take all
action as may be  necessary  to  discharge  any lien (other than the lien of the
Indenture)  on any part of the Owner Trust  Estate that results from actions by,
or claims  against,  the Owner  Trustee that are not related to the ownership or
the administration of the Owner Trust Estate.

     SECTION 6.5 No Action Except Under Specified Documents or Instructions. The
Owner Trustee shall not manage, control, use, sell, dispose of or otherwise deal
with any part of the Owner Trust Estate except (i) in accordance with the powers
granted to and the authority  conferred upon the Owner Trustee  pursuant to this
Agreement,  (ii) in accordance with the other Basic Documents to which the Trust
or the Owner  Trust is a party  and (iii) in  accordance  with any  document  or
instruction  delivered to the Owner Trustee pursuant to Section 6.3. Neither the
Depositor nor the Certificateholders shall direct the Trustee to take any action
that would violate the provisions of this Section 6.5.

     SECTION 6.6  Restrictions.  The Owner Trustee shall not take any action (a)
that is inconsistent  with the purposes of the Trust set forth in Section 2.3 or
(b) that,  to the actual  knowledge of the Owner  Trustee,  would (i) affect the
treatment of the Notes as  indebtedness  for federal  income or  Applicable  Tax
State  income  or  franchise  tax  purposes,  (ii) be  deemed to cause a taxable
exchange  of the Notes for  federal  income or  Applicable  Tax State  income or
franchise  tax  purposes or (iii)  cause the Trust or any portion  thereof to be
taxable  as  an  association  (or  publicly  traded  partnership)  taxable  as a
corporation  for federal  income or Applicable Tax State income or franchise tax
purposes.  The  Certificateholders  shall not direct  the Owner  Trustee to take
action that would violate the provisions of this Section 6.6.


                                   ARTICLE VII

                           REGARDING THE OWNER TRUSTEE

     SECTION 7.1 Acceptance of Trusts and Duties.  The Owner Trustee accepts the
trusts hereby created and agrees to perform its duties hereunder with respect to
such trusts but only upon the terms of this  Agreement.  The Owner  Trustee also
agrees to disburse all monies actually  received by it constituting  part of the
Owner  Trust  Estate  upon  the  terms of this  Agreement  and the  other  Basic
Documents to which the Owner Trustee is a party.  The Owner Trustee shall not be
answerable or accountable  hereunder or under any other Basic Document under any
circumstances,  except  (i)  for  its  own  willful  misconduct,  bad  faith  or
negligence  or  (ii) in the  case of the  inaccuracy  of any  representation  or
warranty  contained in Section 7.3. In particular,  but not by way of limitation
(and subject to the exceptions set forth in the preceding sentence):

                (a) the Owner Trustee shall not be liable with respect to
any action taken or omitted to be taken by it in accordance with the
instructions of any Certificateholder, the Indenture Trustee, the Depositor, the
Administrator or the Servicer;

                (b) no provision of this Agreement or any other Basic
Document shall require the Owner Trustee to expend or risk funds or otherwise
incur any financial liability in the performance of any of its rights or powers
hereunder or under any other Basic Document if the Owner Trustee shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured or provided
to it;

                (c) under no circumstances shall the Owner Trustee be
liable for indebtedness evidenced by or arising under any of the Basic
Documents, including the principal of and interest on the Notes or amounts
distributable on the Certificates;

                (d) the Owner Trustee shall not be responsible for or in
respect of the validity or sufficiency of this Agreement or for the due
execution hereof by the Depositor or for the form, character, genuineness,
sufficiency, value or validity of any of the Owner Trust Estate or for or in
respect of the validity or sufficiency of the other Basic Documents, other than
the certificate of authentication on the Certificates, and the Owner Trustee
shall in no event assume or incur any liability, duty, or obligation to any
Noteholder or to any Certificateholder, other than as expressly provided for
herein and in the other Basic Documents;

                (e) the Owner Trustee shall not be liable for the default
or misconduct of the Servicer, the Administrator, the Depositor or the Indenture
Trustee under any of the Basic Documents or otherwise and the Owner Trustee
shall have no obligation or liability to perform the obligations of the Trust
under this Agreement or the other Basic Documents that are required to be
performed by the Administrator under the Administration Agreement, the Servicer
under the Sale and Servicing Agreement or the Indenture Trustee under the
Indenture; and

                (f) the Owner Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Agreement, or to
institute, conduct or defend any litigation under this Agreement or otherwise or
in relation to this Agreement or any other Basic Document, at the request, order
or direction of any of the Certificateholders, unless such Certificateholders
have offered to the Owner Trustee security or indemnity satisfactory to it
against the costs, expenses and liabilities that may be incurred by the Owner
Trustee therein or thereby. The right of the Owner Trustee to perform any
discretionary act enumerated in this Agreement or in any other Basic Document
shall not be construed as a duty, and the Owner Trustee shall not be answerable
for other than its willful misconduct, bad faith or negligence in the
performance of any such act.

     SECTION 7.2 Furnishing of Documents. The Owner Trustee shall furnish to the
Certificateholders,  promptly  upon  receipt  of  a  written  request  therefor,
duplicates or copies of all reports, notices, requests,  demands,  certificates,
financial  statements and any other  instruments  furnished to the Owner Trustee
under the Basic Documents.

     SECTION  7.3  Representations  and  Warranties.  The Owner  Trustee  hereby
represents   and   warrants   to  the   Depositor,   for  the   benefit  of  the
Certificateholders, that:

                  (a) It is a national banking association duly formed
         and validly existing under the laws of the United States, with its
         principal place of business in the State of Delaware. It has all
         requisite corporate power and authority to execute, deliver and perform
         its obligations under this Agreement.

                  (b) It has taken all corporate action necessary to authorize
         the execution and delivery by it of this Agreement, and this Agreement
         will be executed and delivered by one of its officers who is duly
         authorized to execute and deliver this Agreement on its behalf.

                  (c) Neither the execution nor the delivery by it of this
         Agreement, nor the consummation by it of the transactions contemplated
         hereby nor compliance by it with any of the terms or provisions hereof
         will contravene any federal or Delaware State law, governmental rule or
         regulation governing the banking or trust powers of the Owner Trustee
         or any judgment or order binding on it, or constitute any default under
         its charter documents or by-laws or any indenture, mortgage, contract,
         agreement or instrument to which it is a party or by which any of its
         properties may be bound.

     SECTION 7.4  Reliance;  Advice of Counsel.  (a) The Owner  Trustee may rely
upon, shall be protected in relying upon, and shall incur no liability to anyone
in acting upon any signature,  instrument, notice, resolution, request, consent,
order,  certificate,  report, opinion, bond, or other document or paper believed
by it to be  genuine  and  believed  by it to be signed by the  proper  party or
parties.  The Owner  Trustee may accept a certified  copy of a resolution of the
board of directors or other  governing body of any corporate party as conclusive
evidence  that such  resolution  has been duly adopted by such body and that the
same is in full  force and  effect.  As to any fact or matter  the method of the
determination of which is not specifically  prescribed herein, the Owner Trustee
may for all purposes  hereof rely on a  certificate,  signed by the president or
any vice  president  or by the  treasurer  or other  authorized  officers of the
relevant party, as to such fact or matter and such certificate  shall constitute
full protection to the Owner Trustee for any action taken or omitted to be taken
by it in good faith in reliance thereon.

                (b) In the exercise or administration of the trusts
hereunder and in the performance of its duties and obligations under this
Agreement or the other Basic Documents, the Owner Trustee (i) may act directly
or through its agents or attorneys pursuant to agreements entered into with any
of them, and the Owner Trustee shall not be liable for the conduct or misconduct
of such agents or attorneys if such agents or attorneys shall have been selected
by the Owner Trustee with reasonable care, and (ii) may consult with counsel,
accountants and other skilled Persons to be selected with reasonable care and
employed by it. The Owner Trustee shall not be liable for anything done,
suffered or omitted in good faith by it in accordance with the written opinion
or advice of any such counsel, accountants or other such Persons and not
contrary to this Agreement or any other Basic Document.

     SECTION 7.5 Not Acting in Individual  Capacity.  Except as provided in this
Article VII, in accepting the trusts hereby created,  Wachovia Bank of Delaware,
National  Association  acts  solely as Owner  Trustee  hereunder  and not in its
individual capacity,  and all Persons having any claim against the Owner Trustee
by reason of the transactions  contemplated by this Agreement or any other Basic
Document  shall look only to the Owner Trust Estate for payment or  satisfaction
thereof.

     SECTION 7.6 Owner Trustee Not Liable for  Certificates or Receivables.  The
recitals contained herein and in the Certificates  (other than the signature and
countersignature of the Owner Trustee on the Certificates) shall be taken as the
statements of the Depositor, and the Owner Trustee assumes no responsibility for
the correctness  thereof.  The Owner Trustee make no  representations  as to the
validity or sufficiency of this Agreement, of any other Basic Document or of the
Certificates (other than the signature and countersignature of the Owner Trustee
on the  Certificates)  or the Notes, or of any Receivable or related  documents.
Neither  the  Bank nor the  Owner  Trustee  shall  have  any  responsibility  or
liability for or with respect to the legality,  validity and  enforceability  of
any Receivable,  or the perfection and priority of any security interest created
by any  Receivable  in any  Financed  Vehicle  or the  maintenance  of any  such
perfection and priority,  or for or with respect to the sufficiency of the Owner
Trust  Estate or its  ability to generate  the  payments  to be  distributed  to
Certificateholders  under this Agreement or the Noteholders under the Indenture,
including,  without  limitation:  the existence,  condition and ownership of any
Financed Vehicle; the existence and enforceability of any insurance thereon; the
existence  and  contents  of any  Receivable  on any  computer  or other  record
thereof;  the validity of the  assignment of any  Receivable to the Trust or any
intervening assignment;  the completeness of any Receivable;  the performance or
enforcement of any  Receivable;  the compliance by the Depositor or the Servicer
with any  warranty  or  representation  made under any Basic  Document or in any
related document,  or the accuracy of any such warranty or representation or any
action of the  Indenture  Trustee,  the  Administrator  or the  Servicer  or any
subservicer taken in the name of the Owner Trustee.

     SECTION 7.7 The Bank May Own Securities. The Bank, in its individual or any
other capacity,  may become the owner or pledgee of Securities and may deal with
the Depositor,  the Servicer,  the  Administrator  and the Indenture  Trustee in
banking  transactions  with the same  rights as it would have if it were not the
Owner Trustee.


                                  ARTICLE VIII

                   COMPENSATION AND INDEMNITY OF OWNER TRUSTEE

     SECTION 8.1 Owner  Trustee's  Fees and  Expenses.  The Owner  Trustee shall
receive  as  compensation  for its  services  hereunder  such  fees as have been
separately  agreed  upon before the date hereof  between the  Depositor  and the
Owner Trustee,  and the Owner Trustee shall be entitled to and reimbursed by the
Depositor for its other reasonable expenses hereunder,  including the reasonable
compensation,  expenses  and  disbursements  of  such  agents,  representatives,
experts  and  counsel as the Owner  Trustee  may employ in  connection  with the
exercise and  performance of its rights and its duties  hereunder.  Such amounts
shall be treated for tax purposes as having been contributed to the Trust by the
Depositor  and the tax  deduction  for such  amounts  shall be  allocated to the
Depositor.

     SECTION 8.2  Indemnification.  (a) The  Depositor  shall be liable as prime
obligor  for,  and  shall  indemnify  the Bank  and the  Owner  Trustee  and its
respective  successors,   assigns,  agents  and  servants   (collectively,   the
"Indemnified  Parties") from and against, any and all liabilities,  obligations,
losses,  damages,  taxes, claims,  actions and suits, and any and all reasonable
costs, expenses and disbursements (including reasonable legal fees and expenses)
of any kind and nature  whatsoever  (collectively,  "Expenses") which may at any
time be imposed  on,  incurred  by, or  asserted  against the Bank and the Owner
Trustee or any  Indemnified  Party in any way relating to or arising out of this
Agreement, the other Basic Documents, the Owner Trust Estate, the administration
of the  Owner  Trust  Estate  or the  action or  inaction  of the Owner  Trustee
hereunder;  provided that the  Depositor  shall not be liable for or required to
indemnify an Indemnified  Party from and against  Expenses  arising or resulting
from  (i)  the  Indemnified  Party's  own  willful  misconduct,   bad  faith  or
negligence,  or (ii) the inaccuracy of any  representation or warranty contained
in  Section  7.3  expressly  made  by the  Indemnified  Party.  The  indemnities
contained in this Section 8.2 shall survive the  resignation  or  termination of
the Owner  Trustee or the  termination  of this  Agreement.  In the event of any
claim,  action or proceeding for which indemnity will be sought pursuant to this
Section 8.2, the Owner Trustee's choice of legal counsel shall be subject to the
approval of the Depositor, which approval shall not be unreasonably withheld.

                (b) The Depositor's obligations under this Section 8.2
are obligations solely of the Depositor and shall not constitute a claim against
the Depositor to the extent that the Depositor does not have funds sufficient to
make payment of such obligations. In furtherance of and not in derogation of the
foregoing, the Indemnified Parties acknowledge and agree that they shall have no
right, title or interest in or to the Other Assets of the Depositor. To the
extent that, notwithstanding the agreements and provisions contained in the
preceding sentence, any Indemnified Party (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 applicable provisions of 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
Indemnified Party further acknowledges and agrees that any such interest, claim
or benefit in or from Other Assets is and shall be expressly subordinated to the
indefeasible payment in full, which, under the terms of 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 shall be deemed
a subordination agreement within the meaning of Section 510(a) of the Bankruptcy
Code. Each Indemnified Party further acknowledges and agrees that no adequate
remedy at law exists for a breach of this Section 8.2(b) and the terms of this
Section 8.2(b) may be enforced by an action for specific performance. The
provision of this Section 8.2(b) shall be for the third party benefit of those
entitled to rely thereon and shall survive the termination of this Agreement.

     SECTION 8.3  Payments to the Owner  Trustee.  Any amounts paid to the Owner
Trustee  pursuant to this  Article  VIII shall be deemed not to be a part of the
Owner Trust Estate immediately after such payment.


                                   ARTICLE IX

                                   TERMINATION

     SECTION 9.1 Termination of Trust Agreement.  (a) This Agreement (other than
the  provisions of Article  VIII) shall  terminate and be of no further force or
effect and the Trust  shall wind up and  dissolve,  upon the  earlier of (i) the
maturity  or  other  liquidation  of  the  last  remaining  Receivable  and  the
disposition of any amounts  received upon such maturity or liquidation  and (ii)
the  payment  to the  Noteholders  and  the  Certificateholders  of all  amounts
required to be paid to them pursuant to the terms of the Indenture, the Sale and
Servicing   Agreement  and  Article  V.  Any  Insolvency   Event,   liquidation,
dissolution,  death or incapacity with respect to any  Certificateholder,  shall
neither (x) operate to terminate  this  Agreement or the Trust,  nor (y) entitle
such  Certificateholder's  legal representatives or heirs to claim an accounting
or to take any action or  proceeding  in any court for a partition or winding up
of all or any part of the Trust or Owner Trust Estate nor (z)  otherwise  affect
the rights,  obligations and liabilities of the parties hereto. Upon dissolution
of the Trust,  the Owner  Trustee  shall wind up the business and affairs of the
Trust as required by Section 3808 of the Delaware Statutory Trust Act.

                (b) Neither the Depositor nor any Certificateholder  shall be
entitled to revoke or terminate the Trust.

                (c) Notice of any termination of the Trust, specifying
the Payment Date upon which the Certificateholders shall surrender their
Certificates to the Certificate Paying Agent for payment of the final
distribution and cancellation, shall be given by the Owner Trustee by letter to
Certificateholders mailed within five (5) Business Days of receipt of notice of
such termination from the Servicer, stating (i) the Payment Date upon or with
respect to which final payment of the Certificates shall be made upon
presentation and surrender of the Certificates at the office of the Certificate
Paying Agent therein designated, (ii) the amount of any such final payment
(after reservation of sums sufficient to pay all claims and obligations, if any,
known to the Owner Trustee and payable by the Trust) and (iii) that the Record
Date otherwise applicable to such Payment Date is not applicable, payments being
made only upon presentation and surrender of the Certificates at the office of
the Certificate Paying Agent therein specified. The Owner Trustee shall give
such notice to the Certificate Registrar (if other than the Owner Trustee) and
the Certificate Paying Agent at the time such notice is given to
Certificateholders. Upon presentation and surrender of the Certificates, the
Certificate Paying Agent shall cause to be distributed to Certificateholders
amounts distributable on such Payment Date pursuant to Section 5.2. Upon the
satisfaction and discharge of the Indenture, and receipt of a certificate from
the Indenture Trustee stating that all Noteholders have been paid in full and
that the Indenture Trustee is aware of no claims remaining against the Trust in
respect of the Indenture and the Notes, the Owner Trustee, in the absence of
actual knowledge of any other claim against the Trust, shall be deemed to have
made reasonable provision to pay all claims and obligations (including
conditional, contingent or unmatured obligations) for purposes of Section
3808(e) of the Delaware Statutory Trust Act.

                In the event that all of the Certificateholders shall not
surrender their Certificates for cancellation within six (6) months after the
date specified in the above mentioned written notice, the Owner Trustee shall
give a second written notice to the remaining Certificateholders to surrender
their Certificates for cancellation and receive the final distribution with
respect thereto. If within one year after the second notice all the Certificates
shall not have been surrendered for cancellation, the Owner Trustee may take
appropriate steps, or may appoint an agent to take appropriate steps, to contact
the remaining Certificateholders concerning surrender of their Certificates and
the cost thereof shall be paid out of the funds and other assets that shall
remain subject to this Agreement. Subject to applicable escheat laws, any funds
remaining in the Trust after exhaustion of such remedies shall be distributed by
the Owner Trustee to the Depositor.

                (d) Upon final distribution of any funds remaining in the
Trust, the Owner Trustee shall cause the Certificate of Trust to be cancelled by
filing a certificate of cancellation with the Secretary of State in accordance
with the provisions of Section 3810(c) of the Delaware Statutory Trust Act.

     SECTION 9.2  Prepayment  of  Certificates.  (a) The  Certificates  shall be
prepaid in whole, but not in part, at the direction of the Servicer  pursuant to
Section 9.1 of the Sale and  Servicing  Agreement,  on any Payment Date on which
the Servicer  exercises its option to purchase the assets of the Trust  pursuant
to said Section  9.1,  and the amount paid by the  Servicer  shall be treated as
collections of Receivables and applied to pay the unpaid principal amount of the
Securities  plus accrued and unpaid  interest  (including any overdue  interest)
thereon.  The Servicer  shall furnish the Rating  Agencies and the Owner Trustee
notice of such  prepayment.  If the  Certificates  are to be prepaid pursuant to
this Section  9.2(a),  the Servicer shall furnish notice of such election to the
Owner Trustee not later than twenty (20) days prior to the Payment Date on which
such prepayment will be made and the Trust shall deposit by 10:00 A.M. (New York
City time) on such  Payment  Date in the  Certificate  Distribution  Account the
Certificate Prepayment Amount of the Certificates to be prepayed,  whereupon all
such Certificates shall be due and payable on such Payment Date.

                (b) Notice of prepayment under Section 9.2(a) shall be
given by the Owner Trustee by first-class mail, postage prepaid, or by facsimile
mailed or transmitted immediately following receipt of notice from the Trust or
Servicer pursuant to Section 9.2(a), but not later than ten (10) days prior to
the Payment Date on which the Certificates will be paid in full, to each
Certificateholder as of the close of business on the Record Date preceding such
Payment Date, at such Certificateholder's address or facsimile number appearing
in the Certificate Register.

               All notices of purchase shall state:

                  (i) the Payment Date on which the purchase of the Receivables
         will be made and the Certificates will be paid in full;

                  (ii) the Certificate Prepayment Amount; and

                  (iii) the place where such Certificates are to be surrendered
         for payment of the Certificate Prepayment Amount (which shall be the
         office or agency of the Owner Trustee to be maintained as provided in
         Section 3.9).

Notice of prepayment of the Certificates shall be given by the Owner Trustee in
the name and at the expense of the Trust. Failure to give notice of prepayment,
or any defect therein, to any Certificateholder shall not impair or affect the
validity of the prepayment of any other Certificate.

                (c) Following notice of prepayment as required by Section
9.2(b), the Certificates shall be paid in full on the Payment Date on which the
purchase of the Receivables is made by the Trust at the Certificate Prepayment
Amount and (unless the Trust shall default in the payment of the Certificate
Prepayment Amount) no interest shall accrue on the Certificate Prepayment Amount
for any period after the date to which accrued interest is calculated for
purposes of calculating the Certificate Prepayment Amount. Following payment in
full of the Certificate Prepayment Amount, this Agreement and the Trust shall
terminate.


                                    ARTICLE X

             SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

     SECTION 10.1 Eligibility Requirements for Owner Trustee.

                (a) The Owner Trustee shall at all times (i) be authorized
to exercise corporate trust powers; (ii) have a combined capital and surplus
of at least $50,000,000 and shall be subject to supervision or examination
by federal or state authorities; and (iii) shall have (or shall have
a parent that has) a long-term debt rating of investment grade by each of the
Rating Agencies or be otherwise acceptable to the Rating Agencies. If such
corporation shall publish reports of condition at least annually, pursuant to
law or to the requirements of the aforesaid supervising or examining authority,
then for the purpose of this Section 10.1, the combined capital and surplus of
such corporation shall be deemed to be its combined capital and surplus as set
forth in its most recent report of condition so published. In case at any time
the Owner Trustee shall cease to be eligible in accordance with the provisions
of this Section 10.1, the Owner Trustee shall resign immediately in the manner
and with the effect specified in Section 10.2.

                (b) The Owner Trustee shall at all times be an
institution satisfying the provisions of Section 3807(a) of the Delaware
Statutory Trust Act.

     SECTION 10.2 Resignation or Removal of Owner Trustee. (a) The Owner Trustee
may at any time  resign  and be  discharged  from the trusts  hereby  created by
giving written notice thereof to the  Administrator.  Upon receiving such notice
of  resignation,  the  Administrator  shall promptly  appoint a successor  Owner
Trustee, by written instrument, in duplicate, one copy of which instrument shall
be delivered to the resigning  Owner Trustee and one copy to the successor Owner
Trustee.  If no successor  Owner  Trustee  shall have been so appointed  and has
accepted  appointment within thirty (30) days after the giving of such notice of
resignation,  the  resigning  Owner  Trustee may petition any court of competent
jurisdiction  for  the  appointment  of a  successor  Owner  Trustee;  provided,
however,  that such right to appoint or to petition for the  appointment  of any
such  successor  shall in no event relieve the resigning  Owner Trustee from any
obligations  otherwise  imposed  on it under  the  Basic  Documents  until  such
successor has in fact assumed such appointment.

                (b) If at any time the Owner Trustee shall cease to be
eligible in accordance with the provisions of Section 10.1 or resigns pursuant
to Section 10.2 of this Agreement or shall fail to resign after written request
therefor by the Administrator, or if at any time the Owner Trustee shall be
legally unable to act, or if at any time an Insolvency Event with respect to the
Owner Trustee shall have occurred and be continuing, then the Administrator may
remove the Owner Trustee. If the Administrator removes the Owner Trustee under
the authority of the immediately preceding sentence, the Administrator shall
promptly appoint a successor Owner Trustee, by written instrument, in duplicate,
one copy of which instrument shall be delivered to the outgoing Owner Trustee
and one copy to the successor Owner Trustee, and shall pay all fees owed to the
outgoing Owner Trustee.

                (c) Any resignation or removal of the Owner Trustee and
appointment of a successor Owner Trustee pursuant to any of the provisions of
this Section 10.2 shall not become effective until acceptance of appointment by
the successor Owner Trustee pursuant to Section 10.3, payment of all fees and
expenses owed to the outgoing Owner Trustee and the filing of a certificate of
amendment to the Certificate of Trust if required by the Delaware Statutory
Trust Act. The Administrator shall provide notice of such resignation or removal
of the Owner Trustee to the Certificateholders, the Indenture Trustee, the
Noteholders and each of the Rating Agencies.

     SECTION 10.3  Successor  Owner  Trustee.  (a) Any  successor  Owner Trustee
appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the
Administrator and to its predecessor Owner Trustee an instrument  accepting such
appointment  under  this  Agreement.  Upon the  resignation  or  removal  of the
predecessor  Owner Trustee  becoming  effective  pursuant to Section 10.2,  such
successor  Owner  Trustee,  without any further act, deed or  conveyance,  shall
become fully vested with all the rights,  powers, duties, and obligations of its
predecessor  under this  Agreement,  with like effect as if originally  named as
Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and
expenses,  deliver to the successor  Owner Trustee all documents and  statements
and  monies  held by it under  this  Agreement,  and the  Administrator  and the
predecessor Owner Trustee shall execute and deliver such instruments and do such
other things as may  reasonably be required for fully and certainly  vesting and
confirming in the successor Owner Trustee all such rights,  powers,  duties, and
obligations.

                (b) No successor Owner Trustee shall accept appointment
as provided in this Section 10.3 unless, at the time of such acceptance, such
successor Owner Trustee shall be eligible pursuant to Section 10.1.

                (c) Upon acceptance of appointment by a successor Owner
Trustee pursuant to this Section 10.3, the Administrator shall mail notice of
the successor of such Owner Trustee to all Certificateholders, the Indenture
Trustee, the Noteholders and the Rating Agencies. If the Administrator shall
fail to mail such notice within ten (10) days after acceptance of appointment by
the successor Owner Trustee, the successor Owner Trustee shall cause such notice
to be mailed at the expense of the Administrator.

                (d) Any successor Owner Trustee appointed hereunder shall
file the amendments to the Certificate of Trust with the Secretary of State
identifying the name and principal place of business of such successor Owner
Trustee in the State of Delaware.

     SECTION 10.4 Merger or Consolidation of Owner Trustee. Any corporation into
which the Owner  Trustee  may be merged  or  converted  or with  which it may be
consolidated,  or any  corporation  resulting  from any  merger,  conversion  or
consolidation  to which the Owner Trustee shall be a party,  or any  corporation
succeeding to all or  substantially  all of the corporate  trust business of the
Owner Trustee,  shall,  without the execution or filing of any instrument or any
further act on the part of any of the  parties  hereto,  anything  herein to the
contrary  notwithstanding,  be the  successor  of the Owner  Trustee  hereunder;
provided that such corporation  shall be eligible  pursuant to Section 10.1; and
provided further, that the Owner Trustee shall (i) mail notice of such merger or
consolidation  to the Rating  Agencies  not less than fifteen (15) days prior to
the effective  date thereof and (ii) shall file an amendment to the  Certificate
of Trust as required by Section 10.3.

     SECTION  10.5   Appointment   of  Co-Trustee  or  Separate   Trustee.   (a)
Notwithstanding  any other  provisions of this  Agreement,  at any time, for the
purpose of meeting any legal  requirements of any jurisdiction in which any part
of the Owner Trust  Estate or any  Financed  Vehicle may at the time be located,
the  Administrator and the Owner Trustee acting jointly shall have the power and
shall  execute  and  deliver  all  instruments  to appoint  one or more  Persons
approved  by the Owner  Trustee  to act as  co-trustee,  jointly  with the Owner
Trustee,  or separate  trustee or separate  trustees,  of all or any part of the
Trust,  and to vest in such Person,  in such  capacity,  such title to the Owner
Trust Estate, or any part thereof,  and, subject to the other provisions of this
Section  10.5,  such  powers,  duties,  obligations,  rights  and  trusts as the
Administrator and the Owner Trustee may consider necessary or desirable.  If the
Administrator shall not have joined in such appointment within fifteen (15) days
after the  receipt by it of a request so to do, the Owner  Trustee  alone  shall
have the power to make such appointment. No co-trustee or separate trustee under
this Agreement shall be required to meet the terms of eligibility as a successor
trustee  pursuant  to  Section  10.1 and no  notice  of the  appointment  of any
co-trustee or separate trustee shall be required pursuant to Section 10.3.

                (b) Each separate trustee and co-trustee shall, to the
extent permitted by law, be appointed and act subject to the following
provisions and conditions:

                  (i) all rights, powers, duties, and obligations conferred or
         imposed upon the Owner Trustee shall be conferred upon and exercised or
         performed by the Owner Trustee and such separate trustee or co-trustee
         jointly (it being understood that such separate trustee or co-trustee
         is not authorized to act separately without the Owner 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 Owner Trustee shall 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 Trust or any portion
         thereof in any such jurisdiction) shall be exercised and performed
         singly by such separate trustee or co-trustee, but solely at the
         direction of the Owner Trustee;

                  (ii) no trustee under this Agreement shall be personally
         liable by reason of any act or omission of any other trustee under this
         Agreement; and

                  (iii) the Administrator and the Owner Trustee acting jointly
         may at any time accept the resignation of or remove any separate
         trustee or co-trustee.

                (c) Any notice, request or other writing given to the
Owner Trustee shall be deemed to have been given to each of the then separate
trustees and co-trustees, as effectively as if given to each of them. Every
instrument appointing any separate trustee or co-trustee shall refer to this
Agreement and the conditions of this Article X. Each separate trustee and
co-trustee, upon its acceptance of the trusts conferred, shall be vested with
the estates or property specified in its instrument of appointment, either
jointly with the Owner Trustee or separately, as may be provided therein,
subject to all the provisions of this Agreement, specifically including every
provision of this Agreement relating to the conduct of, affecting the liability
of, or affording protection to, the Owner Trustee. Each such instrument shall be
filed with the Owner Trustee and a copy thereof given to the Administrator.

                (d) Any separate trustee or co-trustee may at any time
appoint the Owner Trustee as its agent or attorney-in-fact with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Owner Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

     SECTION 10.6 Compliance with Delaware Statutory Trust Act.  Notwithstanding
anything herein to the contrary,  the Trust shall at all times have at least one
trustee  which  meets  the  requirements  of  Section  3807(a)  of the  Delaware
Statutory Trust Act.


                                   ARTICLE XI

                                  MISCELLANEOUS

     SECTION 11.1 Supplements and Amendments.  (a) This Agreement may be amended
by the Depositor and the Owner Trustee,  with prior written notice to the Rating
Agencies,   without   the   consent   of   any  of   the   Noteholders   or  the
Certificateholders or the Swap Counterparties (if the related Interest Rate Swap
Agreement is then in effect),  to cure any  ambiguity,  to correct or supplement
any provisions in this Agreement  inconsistent  with any other provision of this
Agreement  or for the  purpose of adding any  provisions  to or  changing in any
manner  or  eliminating  any of the  provisions  in  this  Agreement;  provided,
however,  that such  action  shall not,  as  evidenced  by an opinion of Counsel
satisfactory to the Owner Trustee and the Indenture Trustee, adversely affect in
any material  respect the interests of any Noteholder or  Certificateholder  and
shall not,  as  evidenced  by an Opinion  of Counsel  satisfactory  to the Owner
Trustee and the Indenture Trustee, adversely affect the rights or obligations of
the Swap  Counterparties  under the Interest Rate Swap  Agreements or impair the
ability of the Trust to fully perform any of its obligations  under the Interest
Rate Swap  Agreements;  and provided further that an Opinion of Counsel shall be
furnished to the Indenture Trustee and the Owner Trustee to the effect that such
amendment (A) will not materially adversely affect the federal or any Applicable
Tax State income or franchise  taxation of any outstanding  Note or Certificate,
or any  Noteholder  or  Certificateholder,  (B) will not  cause  the Trust to be
taxable as a  corporation  for  federal or any  Applicable  Tax State  income or
franchise  tax  purposes  and (C) will not cause the Trust to be  subject to the
Michigan  Single Business Tax or any other entity level tax imposed by the State
of Michigan. In addition, this Agreement may be amended by the Depositor and the
Owner Trustee, with prior notice to the Rating Agencies,  without the consent of
any of the Noteholders,  the Swap Counterparties or the  Certificateholders,  in
connection with the registration of the  Certificates  under the Securities Act,
in  order  to  facilitate  such  registration,  including  with  respect  to the
modification of the restrictions  applicable to the transfer of the Certificates
and modification of the legend set forth on the form of the Certificates.

                (b) This Agreement may also be amended from time to time
by the Depositor and the Owner Trustee, with prior written notice to the Rating
Agencies, with the consent of (i) the Indenture Trustee, to the extent that its
rights or obligations would be affected by such amendment, (ii) the Noteholders
of Notes evidencing not less than a majority of the principal amount of the
Notes Outstanding, (iii) the Certificateholders of Certificates evidencing not
less than a majority of the Aggregate Certificate Balance and (iv) the Swap
Counterparties to the extent such amendment adversely affects the rights or
obligations of the Swap Counterparties or modifies or impairs the ability of the
Trust to fully perform any of its obligations under the Interest Rate Swap
Agreements, for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Agreement or of modifying in
any manner the rights of the Noteholders or the Certificateholders; provided,
however, that no such amendment shall (i) increase or reduce in any manner the
amount of, or accelerate or delay the timing of, or change the allocation or
priority of, collections of payments on Receivables or distributions that are
required to be made for the benefit of the Noteholders or the
Certificateholders, or (ii) reduce the aforesaid percentage of the principal
amount of the Notes Outstanding and the Aggregate Certificate Balance required
to consent to any such amendment, without the consent of all the Noteholders and
Certificateholders affected thereby; and provided further, that an Opinion of
Counsel shall be furnished to the Indenture Trustee and the Owner Trustee to the
effect that such amendment (A) will not materially adversely affect the federal
or any Applicable Tax State income or franchise taxation of any outstanding Note
or Certificate, or any Noteholder or Certificateholder, (B) will not cause the
Trust to be taxable as a corporation for federal or any Applicable Tax State
income or franchise tax purposes and (C) will not cause the Trust to be subject
to the Michigan Single Business Tax or any other entity level tax imposed by the
State of Michigan. Any Swap Counterparty's consent will be deemed to have been
given if such Swap Counterparty does not object in writing within ten Business
Days of receipt of a written request for such consent.

                (c) Promptly after the execution of any such amendment or
consent, the Owner Trustee shall furnish written notification of the substance
of such amendment or consent to each Certificateholder, the Indenture Trustee,
the Swap Counterparties (to the extent the related Interest Rate Swap Agreement
is in effect) and each of the Rating Agencies.

                (d) It shall not be necessary for the consent of
Certificateholders, the Noteholders, the Swap Counterparties or the Indenture
Trustee pursuant to this Section 11.1 to approve the particular form of any
proposed amendment or consent, but it shall be sufficient if such consent shall
approve the substance thereof. The manner of obtaining such consents (and any
other consents of Certificateholders provided for in this Agreement or in any
other Basic Document) and of evidencing the authorization of the execution
thereof by Certificateholders shall be subject to such reasonable requirements
as the Owner Trustee may prescribe.

                (e) Promptly after the execution of any amendment to the
Certificate of Trust, the Owner Trustee shall cause the filing of such amendment
with the Secretary of State.

                (f) Prior to the execution of any amendment to this
Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to
receive and rely upon an Opinion of Counsel stating that the execution of such
amendment is authorized or permitted by this Agreement. The Owner Trustee may,
but shall not be obligated to, enter into any such amendment which affects the
Owner Trustee's own rights, duties or immunities under this Agreement or
otherwise.

                (g) In connection with the execution of any amendment to
this Agreement or any amendment to any other agreement to which the Trust is a
party, the Owner Trustee shall be entitled to receive and conclusively rely upon
an opinion of Counsel to the effect that such amendment is authorized or
permitted by the Basic Documents and that all conditions precedent in the Basic
Documents for the execution and delivery thereof by the Trust or the Owner
Trustee, as the case may be, have been satisfied.

     SECTION  11.2 No Legal Title to Owner Trust  Estate in  Certificateholders.
The Certificateholders shall not have legal title to any part of the Owner Trust
Estate. The  Certificateholders  shall be entitled to receive distributions with
respect to their beneficial interests therein only in accordance with Articles V
and IX. No transfer,  by operation of law or otherwise,  of any right, title, or
interest of the  Certificateholders  to and in their beneficial  interest in the
Owner Trust  Estate  shall  operate to  terminate  this  Agreement or the trusts
hereunder or entitle any transferee to an accounting or to the transfer to it of
legal title to any part of the Owner Trust Estate.

     SECTION 11.3  Limitation  on Rights of Others.  Except for Sections 2.6 and
11.1,  the  provisions of this Agreement are solely for the benefit of the Owner
Trustee, the Depositor, the Administrator, the Certificateholders,  the Servicer
and, to the extent  expressly  provided  herein,  the Indenture  Trustee and the
Noteholders,  and nothing in this  Agreement  (other than Section 2.6),  whether
express or implied,  shall be construed to give to any other Person any legal or
equitable  right,  remedy  or claim in the  Owner  Trust  Estate  or under or in
respect of this Agreement or any covenants,  conditions or provisions  contained
herein.

     SECTION 11.4 Notices. (a) Unless otherwise expressly specified or permitted
by the terms  hereof,  all notices shall be in writing and shall be deemed given
upon receipt by the intended  recipient or three (3) Business Days after mailing
if mailed by certified  mail,  postage  prepaid (except that notice to the Owner
Trustee shall be deemed given only upon actual receipt by the Owner Trustee), if
to the  Owner  Trustee,  addressed  to its  Corporate  Trust  Office;  if to the
Depositor,  addressed to Ford Credit Auto  Receivables Two LLC at the address of
its principal  executive  office first above written;  or, as to each party,  at
such other address as shall be  designated by such party in a written  notice to
each other party.

                (b) Any notice required or permitted to be given to a
Certificateholder shall be given by first-class mail, postage prepaid, at the
address of such Certificateholder as shown in the Certificate Register. Any
notice so mailed within the time prescribed in this Agreement shall be
conclusively presumed to have been duly given, whether or not the
Certificateholder receives such notice.

     SECTION  11.5  Severability.  Any  provision  of  this  Agreement  that  is
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be ineffective to the extent of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  hereof,  and any such  prohibition  or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.

     SECTION 11.6 Separate  Counterparts.  This Agreement may be executed by the
parties  hereto in separate  counterparts,  each of which when so  executed  and
delivered  shall  be an  original,  but all  such  counterparts  shall  together
constitute but one and the same instrument.

     SECTION 11.7 Successors and Assigns. All covenants and agreements contained
herein shall be binding upon,  and inure to the benefit of, the  Depositor,  the
Owner Trustee and its successors and each  Certificateholder  and its successors
and permitted assigns, all as herein provided. Any request,  notice,  direction,
consent,  waiver or other instrument or action by a Certificateholder shall bind
the successors and assigns of such Certificateholder.

     SECTION 11.8 No Petition. The Owner Trustee (not in its individual capacity
but  solely  as Owner  Trustee),  by  entering  into  this  Agreement,  and each
Certificateholder,  by accepting a Certificate, hereby covenants and agrees that
it will not, until after the Notes have been paid in full, institute against the
Depositor or the Trust, or join in any institution  against the Depositor or the
Trust of, any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings,  or other  proceedings  under any  United  States  federal or State
bankruptcy or similar law in  connection  with any  obligations  relating to the
Certificates, the Notes, this Agreement or any of the other Basic Documents.

     SECTION  11.9  No  Recourse.   Each   Certificateholder,   by  accepting  a
Certificate,  acknowledges that such Certificateholder's  Certificates represent
beneficial  interests  in the Trust only and do not  represent  interests  in or
obligations  of the  Depositor,  the  Servicer,  the  Administrator,  the  Owner
Trustee,  the Indenture Trustee or any Affiliate thereof, and no recourse may be
had against such parties or their  assets,  except as may be expressly set forth
or  contemplated  in  this  Agreement,  the  Certificates  or  the  other  Basic
Documents.

     SECTION 11.10 Headings.  The headings of the various  Articles and Sections
herein are for  convenience  of reference only and shall not define or limit any
of the terms or provisions hereof.

     SECTION  11.11   Governing  Law.  This  Agreement  shall  be  construed  in
accordance  with the laws of the State of Delaware and the  obligations,  rights
and remedies of the parties  hereunder  shall be determined  in accordance  with
such laws.

     SECTION 11.12 Sale and Servicing Agreement Obligations. Notwithstanding any
other provision of this Agreement,  the Owner Trustee agrees that it will comply
with its  obligations  under Sections 3.1, 4.1 and 4.2 of the Sale and Servicing
Agreement.


<PAGE>




                IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective officers hereunto duly
authorized, as of the day and year first above written.

                           FORD CREDIT AUTO RECEIVABLES
                           TWO LLC, as Depositor



                                By:
                                     Name: Stacy Thomas
                                     Title:  Assistant Secretary


                           WACHOVIA BANK OF DELAWARE,
                           NATIONAL ASSOCIATION,
                           as Owner Trustee


                                By:
                                     Name:
                                     Title:


<PAGE>




                                                                       EXHIBIT A

                               CLASS D CERTIFICATE

NUMBER
                                                                    $59,989,000
R-1

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW OF
ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THIS
CERTIFICATE, AGREES FOR THE BENEFIT OF THE TRUST AND THE DEPOSITOR THAT THIS
CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (I) (A)
(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN
THE MEANING OF RULE l44A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
SUBJECT TO (A) THE RECEIPT BY THE TRUST AND THE CERTIFICATE REGISTRAR OF A
CERTIFICATE SUBSTANTIALLY IN THE FORM ATTACHED AS EXHIBIT D TO THE TRUST
AGREEMENT AND (B) THE RECEIPT BY THE TRUST AND THE CERTIFICATE REGISTRAR OF A
LETTER SUBSTANTIALLY IN THE FORM ATTACHED AS EXHIBIT B TO THE TRUST AGREEMENT,
WITH SUCH CHANGES THEREIN AS MAY BE APPROVED BY THE OWNER TRUSTEE AND DEPOSITOR,
(2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE), SUBJECT TO THE RECEIPT BY THE TRUST, THE INITIAL
PURCHASER AND THE CERTIFICATE REGISTRAR OF AN OPINION OF COUNSEL ACCEPTABLE TO
THE OWNER TRUSTEE AND THE DEPOSITOR THAT SUCH REOFFER, RESALE, PLEDGE OR
TRANSFER IS IN COMPLIANCE WITH THE TRUST AGREEMENT AND THE SECURITIES ACT AND
OTHER APPLICABLE LAWS, (3) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE
MEANING THEREOF IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
SECURITIES ACT PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE TRUST AND
THE CERTIFICATE REGISTRAR OF A LETTER SUBSTANTIALLY IN THE FORM ATTACHED AS
EXHIBIT C TO THE TRUST AGREEMENT OR (B) THE RECEIPT BY THE TRUST, THE INITIAL
PURCHASER AND THE CERTIFICATE REGISTRAR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE
OWNER TRUSTEE AND THE DEPOSITOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS
IN COMPLIANCE WITH THE TRUST AGREEMENT AND THE SECURITIES ACT AND OTHER
APPLICABLE LAWS AND (B) IN THE CASE OF A TRANSFER PURSUANT TO CLAUSES (A)(1),
(2) OR (3), THE RECEIPT BY THE OWNER TRUSTEE AND THE DEPOSITOR OF THE STATE TAX
OPINION REQUIRED BY SECTION 3.3(a) OF THE TRUST AGREEMENT, 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.

THE PRINCIPAL OF THIS CERTIFICATE IS DISTRIBUTABLE AS SET FORTH IN THE TRUST
AGREEMENT. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                       FORD CREDIT AUTO OWNER TRUST 2003-A

                     CLASS D 5.00% ASSET BACKED CERTIFICATE

evidencing a beneficial interest in the property of the Trust, as defined below,
which property includes a pool of retail installment sale contracts, secured by
new and used automobiles and light duty trucks, conveyed to Ford Credit Auto
Receivables Two LLC by Ford Motor Credit Company and conveyed by Ford Credit
Auto Receivables Two LLC to the Trust. The property of the Trust has been
pledged to the Indenture Trustee pursuant to the Indenture to secure the payment
of the Notes issued thereunder and the payments to the Swap Counterparties
pursuant to the Interest Rate Swap Agreements.

(This Certificate does not represent an interest in or obligation of Ford Motor
Credit Company, Ford Credit Auto Receivables Two LLC or any of their respective
Affiliates, except to the extent described below.)

                THIS CERTIFIES THAT FORD CREDIT AUTO RECEIVABLES TWO LLC is
the registered owner of FIFTY NINE MILLION NINE HUNDRED EIGHTY NINE THOUSAND
DOLLARS nonassessable, fully-paid, beneficial interest in Class D Certificates
of Ford Credit Auto Owner Trust 2003-A (the "Trust") formed by Ford Credit Auto
Receivables Two LLC, a Delaware limited liability company (the "Depositor"). The
Class D Certificates have an aggregate Initial Certificate Balance of
$59,989,000 and bear interest at a rate of 5.00% per annum (the "Class D Rate").

                The Trust was created pursuant to an Amended and Restated
Trust Agreement, dated as of January 1, 2003 (as from time to time amended,
supplemented or otherwise modified and in effect, the "Trust Agreement"), among
the Depositor, Wachovia Bank of Delaware, National Association, not in its
individual capacity but solely as owner trustee (the "Owner Trustee"), a summary
of certain of the pertinent provisions of which is set forth below. To the
extent not otherwise defined herein, the capitalized terms used herein have the
meanings assigned to them in the Trust Agreement.

                This Certificate is one of the duly authorized Certificates
designated as "Class D 5.00% Asset Backed Certificates" (herein called the
"Class D Certificates" or the "Certificates") are issued under and are subject
to the terms, provisions and conditions of the Trust Agreement, to which Trust
Agreement the Certificateholder of this Certificate by virtue of the acceptance
hereof assents and by which such Certificateholder is bound. Also issued under
the Indenture, dated as of January 1, 2003 (as from time to time amended,
supplemented or otherwise modified and in effect, the "Indenture"), between the
Trust and The Bank of New York, as indenture trustee (in such capacity, the
"Indenture Trustee"), are the Notes designated as "Class A-1 1.36313% Asset
Backed Notes", "Class A-2a 1.62% Asset Backed Notes", "Class A-2b Floating Rate
Asset Backed Notes", "Class A-3a 2.20% Asset Backed Notes", "Class A-3b Floating
Rate Asset Backed Notes", "Class A-4a 2.70% Asset Backed Notes", "Class A-4b
Floating Rate Asset Backed Notes", "Class B-1 3.16% Asset Backed Notes", "Class
B-2 Floating Rate Asset Backed Notes" and "Class C 4.29% Asset Backed Notes"
(collectively, the "Notes"). The property of the Trust includes (i) pool of
retail installment sale contracts, secured by new and used automobiles and light
duty trucks and certain rights and obligations thereunder (the "Receivables");
(ii) with respect to Actuarial Receivables, all monies due thereunder on or
after the Cutoff Date and, with respect to Simple Interest Receivables, all
monies due or received thereunder on or after the Cutoff Date; (iii) monies
received prior to the Cutoff Date on the Receivables which were due on or after
the Cutoff Date and were not used to reduce the principal balance of the
Receivables; (iv) the security interests in the Financed Vehicles; (v) rights to
proceeds from claims on certain physical damage, credit life, credit disability
or other insurance policies, if any, covering Financed Vehicles or Obligors;
(vi) the Seller's rights to certain documents and instruments relating to the
Receivables; (vii) such amounts as from time to time may be held in one or more
accounts maintained pursuant to the Sale and Servicing Agreement, dated as of
January 1, 2003 (as from time to time amended, supplemented or otherwise
modified and in effect, the "Sale and Servicing Agreement"), by and among the
Trust, the Depositor, as seller (in such capacity, the "Seller"), and Ford Motor
Credit Company, as servicer (the "Servicer"), including the Reserve Account;
(viii) the Seller's rights under the Sale and Servicing Agreement; (ix) the
Seller's rights under the Purchase Agreement; (x) rebates of premiums and other
amounts relating to insurance policies and other items financed under the
Receivables in effect as of the Cutoff Date; (xi) security interests in any
other property securing each Receivable; (xii) the Issuer's rights under the
Interest Rate Swap Agreements; and (xiii) any and all proceeds of the foregoing.
The rights of the Trust in the foregoing property of the Trust have been pledged
to the Indenture Trustee to secure the payment of the Notes and payments to the
Swap Counterparties pursuant to the Interest Rate Swap Agreements.

                Under the Trust Agreement, there will be distributed on the
fifteenth day of each month, or if such fifteenth day is not a Business Day, the
next Business Day (each, a "Payment Date"), commencing in February 2003, to the
Person in whose name this Certificate is registered at the close of business on
the last day of the preceding month (the "Record Date") such Certificateholder's
percentage interest in the amount to be distributed to Class D
Certificateholders on such Payment Date; provided, however, that principal will
be distributed to the Class D Certificateholders on each Payment Date on (to the
extent of funds remaining after all classes of the Notes) and after the date on
which all classes of the Notes have been paid in full. Notwithstanding the
foregoing, following the occurrence and during the continuation of an event of
default under the Indenture which has resulted in an acceleration of the Notes,
no distributions of principal or interest will be made on the Certificates until
all principal and interest on the Notes has been paid in full.

                The holder of this Certificate acknowledges and agrees that
its rights to receive distributions in respect of this Certificate are
subordinated to the rights of the Noteholders and the Swap Counterparties as
described in the Sale and Servicing Agreement, the Indenture and the Trust
Agreement.

                It is the intent of the Depositor, the Servicer and the
Certificateholders that, for purposes of federal income, state and local
franchise and income tax and any other income taxes, the Trust will be treated
either as a disregarded entity for so long as the Depositor owns 100% of the
Certificates and otherwise as a partnership in which the Certificateholders
(including the Depositor) will be treated as partners in that partnership. The
Depositor and the other Certificateholders by acceptance of a Certificate agree
to treat, and to take no action inconsistent with the treatment of, the
Certificates for such tax purposes as partnership interests in the Trust.

                Each Certificateholder, by its acceptance of a Certificate,
covenants and agrees that such Certificateholder will not, until after the Notes
have been paid in full, institute against the Depositor or the Trust, or join in
any institution against the Depositor or the Trust of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or state bankruptcy or similar law
in connection with any obligations relating to the Securities, the Trust
Agreement or any of the other Basic Documents.

                Distributions on this Certificate will be made as provided in
the Trust Agreement by the Owner Trustee or the Certificate Paying Agent by wire
transfer or check mailed to the Certificateholder of record in the Certificate
Register without the presentation or surrender of this Certificate or the making
of any notation hereon. Except as otherwise provided in the Trust Agreement and
notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Owner Trustee of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency maintained for the purpose by the Owner Trustee in Wilmington, Delaware.

                Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

                Unless the certificate of authentication hereon shall have
been executed by an authorized officer of the Owner Trustee, by manual
signature, this Certificate shall not entitle the Certificateholder hereof to
any benefit under the Trust Agreement or the Sale and Servicing Agreement or be
valid for any purpose.

                This Certificate shall be construed in accordance with the
laws of the State of Delaware and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.


<PAGE>



         In WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not
in its individual capacity, has caused this Class D Certificate to be duly
executed.

                                  FORD CREDIT AUTO OWNER TRUST 2003-A

                                         By:     WACHOVIA BANK OF DELAWARE,
                                                 NATIONAL ASSOCIATION,
                                                 not in its individual capacity
                                                 but solely as Owner Trustee


                                         By:     ___________________________
                                                 Authorized Officer


                  OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is one of the Class D Certificates referred to in the
within-mentioned Trust Agreement.

Dated: January 22, 2003

                                                WACHOVIA BANK OF DELAWARE,
                                                NATIONAL ASSOCIATION,
                                                not in its individual capacity
                                                but solely as Owner Trustee

                                          By:   _____________________________
                                                Authorized Officer


<PAGE>




                             REVERSE OF CERTIFICATE


                  The Certificates do not represent an obligation of, or an
interest in, the Depositor, the Servicer, the Administrator, the Owner Trustee
or any Affiliates of any of them and no recourse may be had against such parties
or their assets, except as may be expressly set forth or contemplated herein, in
the Trust Agreement or in the other Basic Documents. In addition, this
Certificate is not guaranteed by any governmental agency or instrumentality and
is limited in right of payment to certain collections with respect to the
Receivables (and certain other amounts), all as more specifically set forth
herein and in the Sale and Servicing Agreement. A registration statement, which
includes a form of the Trust Agreement as an exhibit thereto, has been filed
with the Securities and Exchange Commission with respect to the Class A-2a
Notes, the Class A-2b Notes, the Class A-3a Notes, the Class A-3b Notes, the
Class A-4a Notes, the Class A-4b Notes, the Class B-1 Notes, the Class B-2 Notes
and the Class C Notes.

                  The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor and the rights of the Certificateholders under the
Trust Agreement at any time by the Depositor and the Owner Trustee with the
consent of the Noteholders and the Certificateholders evidencing not less than a
majority of the principal amount of the Notes Outstanding and the Aggregate
Certificate Balance, respectively, and the consent of the Swap Counterparties.
Any such consent by the Certificateholder of this Certificate shall be
conclusive and binding on such Certificateholder and on all future
Certificateholders of this Certificate and of any Certificate issued upon the
registration of Transfer hereof or in exchange herefor or in lieu hereof whether
or not notation of such consent is made upon this Certificate. The Trust
Agreement also permits the amendment thereof, in certain limited circumstances,
without the consent of any of the Noteholders, the Swap Counterparties or the
Certificateholders.

                  As provided in the Trust Agreement and subject to certain
limitations therein set forth, the Transfer of the Certificates are registrable
in the Certificate Register upon surrender of this Certificate for registration
of Transfer at the offices or agencies maintained by Wachovia Bank of Delaware,
National Association in its capacity as Certificate Registrar, or by any
successor Certificate Registrar, in Wilmington, Delaware, accompanied by a
written instrument of transfer in form satisfactory to the Owner Trustee and the
Certificate Registrar duly executed by the holder hereof or such holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same aggregate interest in the Trust
will be issued to the designated transferee.

                  The Certificates are issuable as registered Certificates
without coupons in denominations of at least $20,000 and in integral multiples
of $1,000 in excess thereof. Certificates are exchangeable for new Certificates
of like Class and authorized denominations evidencing the same aggregate
denomination, as requested by the Certificateholder surrendering the same. No
service charge will be made for any such registration of Transfer or exchange,
but the Owner Trustee or the Certificate Registrar may require payment of a sum
sufficient to cover any tax or governmental charge payable in connection
therewith.

                  The Owner Trustee, the Certificate Registrar and any agent of
the Owner Trustee or the Certificate Registrar may treat the Person in whose
name this Certificate is registered as the owner hereof for all purposes, and
none of the Owner Trustee, the Certificate Registrar or any such agent shall be
affected by any notice to the contrary.

                  The Class D Certificates may be acquired only by an entity
that is either: (a) not, and each account (if any) for which it is purchasing
the Class D Certificates 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) a governmental plan, as defined in
Section 3(32) of ERISA, subject to any federal, State or local law which is, to
a material extent, similar to the provisions of Section 406 of ERISA or Section
4975 of the Code, (iv) 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. ss. 2510.3-101 or otherwise under ERISA) or (v) a
person investing "plan assets" of any such plan (including without limitation,
for purposes of this clause (v), an insurance company general account, but
excluding any entity registered under the Investment Company Act of 1940, as
amended); or (b) an insurance company acting on behalf of a general account and
(i) on the date of purchase less than 25% (or such lesser percentage as may be
determined by the Depositor) of the assets of such general account (as
reasonably determined by it) constitute "plan assets" for purposes of Title I of
ERISA and Section 4975 of the Code, (ii) the purchase and holding of such Class
D Certificates are eligible for exemptive relief under Sections (I) and (III) of
Prohibited Transaction Class Exemption 95-60, and (iii) the purchaser agrees
that if, after the purchaser's initial acquisition of the Class D Certificates,
at any time during any calendar quarter 25% (or such lesser percentage as may be
determined by the Depositor) or more of the assets of such general account (as
reasonably determined by it no less frequently than each calendar quarter)
constitute "plan assets" for purposes of Title I of ERISA or Section 4975 of the
Code and no exemption or exception from the prohibited transaction rules applies
to the continued holding of the Class D Certificates under Section 401(c) of
ERISA and the final regulations thereunder or under an exemption or regulation
issued by the United States Department of Labor under ERISA, it will dispose of
all Class D Certificates then held in its general account by the end of the next
following calendar quarter.

                  In addition, the Certificates may not be acquired by or on
behalf of a Person other than (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 political subdivision thereof, (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 meeting the conditions
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) above whose
ownership of the Certificates is effectively connected with such Person's
conduct of a trade or business within the United States (within the meaning of
the Code) and who provides the Owner Trustee and the Depositor with an IRS Form
4224 (and such other certifications, representations, or opinions of counsel as
may be requested by the Owner Trustee or the Depositor).

                  The obligations and responsibilities created by the Trust
Agreement and the Trust created thereby shall terminate (i) upon the maturity or
other liquidation of the last remaining Receivable and the disposition of any
amounts received upon such maturity or liquidation or (ii) upon the payment to
the Noteholders, the Swap Counterparties and the Certificateholders of all
amounts required to be paid to them pursuant to the Indenture, the Trust
Agreement, the Sale and Servicing Agreement and the Interest Rate Swap
Agreements, and upon such termination any remaining assets of the Trust shall be
distributed to the Depositor. The Servicer of the Receivables may at its option
purchase the assets of the Trust at a price specified in the Sale and Servicing
Agreement, and such purchase of the Receivables and other property of the Trust
will effect early retirement of the Notes and the Certificates; however, such
right of purchase is exercisable only as of the last day of any Collection
Period as of which the Pool Balance is less than or equal to 10% of the Initial
Pool Balance.


<PAGE>




                                   ASSIGNMENT


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


                                ____________
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

________________________________________________________________________________
(Please print or type name and address, including postal zip code, of assignee)


________________________________________________________________________________
the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing


____________________________________________________________________Attorney to
transfer said Certificate on the books of the Certificate Registrar, with full
power of substitution in the premises.

Dated: __________




                                                        _____________________*/
                                                        Signature Guaranteed:

                                                        _____________________*/


*/ NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Certificate in every particular, without
alteration, enlargement or any change whatever. Such signature must be
guaranteed by a member firm of the New York Stock Exchange or a commercial bank
or trust company.


<PAGE>



                                                                       EXHIBIT B

                            FORM OF INVESTMENT LETTER
                          QUALIFIED INSTITUTIONAL BUYER


                                                            Date

Ford Credit Auto Owner Trust 2003-A,
  as Issuer
Wachovia Bank of Delaware,
National Association,
as Owner Trustee and
Certificate Registrar
One Rodney Square, 920 King Street, Suite 102, Wilmington, Delaware 19801
Attention: Corporate Trust Administration, Amy Martin

                   Re:     Ford Credit Auto Owner Trust 2003-A
                           Class D 5.00% Asset Backed Certificates

Ladies and Gentlemen:

         In connection with our proposed purchase of the Class D 5.00% Asset
Backed Certificates (the "Certificates") of Ford Credit Auto Owner Trust 2003-A
(the "Issuer"), a trust formed by Ford Credit Auto Receivables Two LLC (the
"Depositor"), we confirm that:

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

         2. We understand that no subsequent Transfer of the Certificates is
permitted unless we cause our proposed transferee to provide to the Issuer, the
Certificate Registrar and the Initial Purchaser a letter substantially in the
form of this letter or Exhibit C to the Trust Agreement, as applicable, or such
other written statement as the Depositor shall prescribe.

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

         4. We are either:

                  (a) not, and each account (if any) for which we are purchasing
                  the Certificates 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) a
                  governmental plan, as defined in Section 3(32) of ERISA,
                  subject to any federal, state or local law which is, to a
                  material extent, similar to the provisions of Section 406 of
                  ERISA or Section 4975 of the Code, (iv) 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 or otherwise
                  under ERISA) or (v) a person investing "plan assets" of any
                  such plan (including without limitation, for purposes of this
                  clause (v), an insurance company general account, but
                  excluding an entity registered under the Investment Company
                  Act of 1940, as amended), or

                  (b) an insurance company acting on behalf of a general account
                  and (i) on the date hereof less than 25% of the assets of such
                  general account (as reasonably determined by us) constitute
                  "plan assets" for purposes of Title I of ERISA and Section
                  4975 of the Code, (ii) the purchase and holding of such
                  Certificates are eligible for exemptive relief under Sections
                  (I) and (III) of Prohibited Transaction Class Exemption 95-60,
                  and (iii) the undersigned agrees that if, after the
                  undersigned's initial acquisition of the Certificates, at any
                  time during any calendar quarter 25% or more of the assets of
                  such general account (as reasonably determined by us no less
                  frequently than each calendar quarter) constitute "plan
                  assets" for purposes of Title I of ERISA or Section 4975 of
                  the Code and no exemption or exception from the prohibited
                  transaction rules applies to the continued holding of the
                  Certificates under Section 401(c) of ERISA and the final
                  regulations thereunder or under an exemption or regulation
                  issued by the DOL under ERISA, we will dispose of all
                  Certificates then held in our general account by the end of
                  the next following calendar quarter.

         5. We are a person who is (i) a citizen or resident of the United
States, (ii) a corporation or partnership organized in or under the laws of the
United States or any political subdivision thereof, (iii) an estate the income
of which is includible in gross income for United States tax purposes,
regardless of its source, (iv) 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 clauses (i) to (iii) above or clause (v) below has the
authority to control all substantial decisions of the trust or (v) a person not
described in clauses (i) to (iv) above whose ownership of the Certificates is
effectively connected with such person's conduct of a trade or business within
the United States (within the meaning of the Code) and who provides the Issuer
and the Depositor with a Form 4224 (and such other certifications,
representations, or opinions of counsel as may be requested by the Issuer or the
Depositor).

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

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


                                           Very truly yours,



                                           By:__________________________
                                              Name:
                                              Title:


Securities To Be Purchased:
$[   ] principal amount of Certificates


<PAGE>




                                                                       EXHIBIT C

                            FORM OF INVESTMENT LETTER
                        INSTITUTIONAL ACCREDITED INVESTOR


                                                             Date

Ford Credit Auto Owner Trust 2003-A
  as Issuer
Wachovia Bank of Delaware,
National Association,
as Owner Trustee and
Certificate Registrar
One Rodney Square, 920 King Street, Suite 102, Wilmington, Delaware 19801
Attention: Corporate Trust Administration, Amy Martin

                   Re:     Ford Credit Auto Owner Trust 2003-A
                           Class D 5.00%  Asset Backed Certificates

Ladies and Gentlemen:

         In connection with our proposed purchase of the Class D 5.00% Asset
Backed Certificates (the "Certificates") of Ford Credit Auto Owner Trust 2003-A
(the "Issuer"), a trust formed by Ford Credit Auto Receivables Two LLC (the
"Depositor"), we confirm that:

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

                  2. We understand that no subsequent Transfer of the
         Certificates is permitted unless we cause our proposed transferee to
         provide to the Issuer, the Certificate Registrar and the Initial
         Purchaser a letter substantially in the form of this letter or Exhibit
         B to the Trust Agreement, as applicable, or such other written
         statement as the Depositor shall prescribe.

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

                  4. We are either:

                  (a) not, and each account (if any) for which we are purchasing
         the Certificates 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) a governmental plan, as defined in Section 3(32) of ERISA,
         subject to any federal, state or local law which is, to a material
         extent, similar to the provisions of Section 406 of ERISA or Section
         4975 of the Code, (iv) 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
         or otherwise under ERISA) or (v) a person investing "plan assets" of
         any such plan (including without limitation, for purposes of this
         clause (v), an insurance company general account, but excluding an
         entity registered under the Investment Company Act of 1940, as
         amended), or

                  (b) an insurance company acting on behalf of a general account
         and (i) on the date hereof less than 25% of the assets of such general
         account (as reasonably determined by us) constitute "plan assets" for
         purposes of Title I of ERISA and Section 4975 of the Code, (ii) the
         purchase and holding of such Certificates are eligible for exemptive
         relief under Sections (I) and (III) of Prohibited Transaction Class
         Exemption 95-60, and (iii) the undersigned agrees that if, after the
         undersigned's initial acquisition of the Certificates, at any time
         during any calendar quarter 25% or more of the assets of such general
         account (as reasonably determined by us no less frequently than each
         calendar quarter) constitute "plan assets" for purposes of Title I of
         ERISA or Section 4975 of the Code and no exemption or exception from
         the prohibited transaction rules applies to the continued holding of
         the Certificates under Section 401(c) of ERISA and the final
         regulations thereunder or under an exemption or regulation issued by
         the DOL under ERISA, we will dispose of all Certificates then held in
         our general account by the end of the next following calendar quarter.

                  5. We are a person who is (i) a citizen or resident of the
         United States, (ii) a corporation or partnership organized in or under
         the laws of the United States or any political subdivision thereof,
         (iii) an estate the income of which is includible in gross income for
         United States tax purposes, regardless of its source, (iv) 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
         clauses (i) to (iii) above or clause (v) below has the authority to
         control all substantial decisions of the trust or (v) a person not
         described in clauses (i) to (iv) above whose ownership of the
         Certificates is effectively connected with such person's conduct of a
         trade or business within the United States (within the meaning of the
         Code) and who provides the Issuer and the Depositor with a Form 4224
         (and such other certifications, representations, or opinions of counsel
         as may be requested by the Issuer or the Depositor).

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

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

                                           Very truly yours,



                                           By:__________________________
                                              Name:
                                              Title:


Securities To Be Purchased:
$[    ] principal amount of Certificates


<PAGE>




                                                                       EXHIBIT D

                    FORM OF RULE 144A TRANSFEROR CERTIFICATE


                                                           Date

Wachovia Bank of Delaware,
National Association,
as Owner Trustee and
Certificate Registrar
One Rodney Square, 920 King Street, Suite 102, Wilmington, Delaware 19801
Attention: Corporate Trust Administration, Amy Martin


                    Re:      Ford Credit Auto Owner Trust 2003-A
                             Class D 5.00% Asset Backed Certificates

Ladies and Gentlemen:

         This is to notify you as to the transfer of $* in denomination of Class
D 5.00% Asset Backed Certificates (the "Certificates") of Ford Credit Auto Owner
Trust 2003-A (the "Issuer").

         The undersigned is the holder of the Certificates and with this notice
hereby deposits with the Owner Trustee $* in denomination of Certificates and
requests that Certificates of the same class in the same aggregate denomination
be issued, executed and authenticated and registered to the purchaser on
___________, 200[ ], as specified in the Trust Agreement dated as of January 1,
2003 relating to the Certificates, as follows:

         Name:                              Denominations:
         Address:
         Taxpayer I.D. No:



<PAGE>



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

                                          Very truly yours,

                                          NAME OF HOLDER OF
                                          CERTIFICATES



                                          By:________________________
                                             Name:
                                             Title:



* authorized denomination


<PAGE>





                                                                       EXHIBIT E

                          FORM OF CERTIFICATE OF TRUST

                             CERTIFICATE OF TRUST OF
                       FORD CREDIT AUTO OWNER TRUST 2003-A

                  This Certificate of Trust of Ford Credit Auto Owner Trust
2003-A (the "Trust"), dated as of September 1, 2002, is being duly executed and
filed by Wachovia Bank of Delaware, National Association, as owner trustee (the
"Owner Trustee"), to form a statutory trust under the Delaware Statutory Trust
Act (12 Delaware Code, ss. 3801 et seq.) (the "Act").

                  1. Name. The name of the statutory trust formed hereby is Ford
Credit Auto Owner Trust 2003-A

                  2. Owner Trustee. The name and business address of the sole
trustee of the Trust in the State of Delaware is Wachovia Bank of Delaware,
National Association, One Rodney Square, 920 King Street, Wilmington, Delaware
19801.

                  3. Effective Date. This Certificate of Trust shall be
effective upon filing.



<PAGE>



                  IN WITNESS WHEREOF, the undersigned, being the sole trustees
of the Trust, have executed this Certificate of Trust as of the date first above
written in accordance with Section 3811(a)(1) of the Act.


                                            WACHOVIA BANK OF DELAWARE,
                                            NATIONAL ASSOCIATION,
                                            not in its individual capacity but
                                            solely as Owner Trustee under an
                                            Amended and Restated Trust Agreement
                                            dated as of January 1, 2003

                                            By:
                                                  Name:
                                                  Title:



<PAGE>



                                                                      APPENDIX A



                              Definitions and Usage