<PAGE>
                                                                     EXHIBIT 4.2

================================================================================

                              AMENDED AND RESTATED

                                 TRUST AGREEMENT

                                     between

                      FORD CREDIT AUTO RECEIVABLES TWO LLC,
                                  as Depositor

                                       and

                                U.S. BANK TRUST,
                              NATIONAL ASSOCIATION,
                                as Owner Trustee
                                       for
                       Ford Credit Auto Owner Trust 2006-X

                         Dated as of [__________], 2006

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
ARTICLE I USAGE AND DEFINITIONS..........................................     1

ARTICLE II ORGANIZATION OF THE TRUST.....................................     1
   Section 2.1     Name..................................................     1
   Section 2.2     Office................................................     1
   Section 2.3     Purposes and Powers...................................     1
   Section 2.4     Appointment of the Owner Trustee......................     2
   Section 2.5     Contribution and Conveyance of Trust Property.........     2
   Section 2.6     Declaration of Trust..................................     2
   Section 2.7     Liability of the Depositor; Conduct of Activities;
                   Liability to Third Parties............................     3
   Section 2.8     Title to Trust Property...............................     3
   Section 2.9     Situs of Issuer.......................................     3
   Section 2.10    Representations and Warranties of the Depositor.......     3
   Section 2.11    Tax Matters...........................................     4

ARTICLE III RESIDUAL INTEREST AND TRANSFER OF INTERESTS..................     6
   Section 3.1     The Residual Interest.................................     6
   Section 3.2     Registration of Residual Interests; Transfer of the
                   Residual Interest.....................................     7
   Section 3.3     Capital Accounts......................................     8
   Section 3.4     Maintenance of Office or Agency.......................     8
   Section 3.5     Distributions to the Holder of the Residual Interest..     8

ARTICLE IV APPLICATION OF TRUST FUNDS; CERTAIN DUTIES....................     9
   Section 4.1     Application of Trust Funds............................     9
   Section 4.2     Method of Payment.....................................     9

ARTICLE V AUTHORITY AND DUTIES OF THE OWNER TRUSTEE......................    10
   Section 5.1     General Authority.....................................    10
   Section 5.2     General Duties........................................    10
   Section 5.3     Action upon Prior Notice with Respect to Certain
                   Matters...............................................    10
   Section 5.4     Action upon Direction by the Holder of the Residual
                   Interest with Respect to Certain Matters..............    11
   Section 5.5     Action with Respect to Bankruptcy.....................    11
   Section 5.6     Action upon Instruction...............................    11
   Section 5.7     No Duties Except as Specified in this Agreement or in
                   Instructions..........................................    12
   Section 5.8     No Action Except Under Specified Documents or
                   Instructions..........................................    12
   Section 5.9     Prohibition on Certain Actions........................    12
   Section 5.10    Audits of the Owner Trustee...........................    12
</TABLE>


                                        i

<PAGE>

<TABLE>
<S>                                                                         <C>
   Section 5.11    Furnishing of Documents...............................    13
   Section 5.12    Sarbanes-Oxley Act....................................    13
   Section 5.13    Maintenance of Licenses...............................    13

ARTICLE VI REGARDING THE OWNER TRUSTEE...................................    13
   Section 6.1     Acceptance of Trusts and Duties.......................    13
   Section 6.2     Representations and Warranties of the Owner Trustee...    15
   Section 6.3     Reliance; Advice of Counsel...........................    16
   Section 6.4     Not Acting in Individual Capacity.....................    16
   Section 6.5     U.S. Bank Trust May Own Notes.........................    16

ARTICLE VII COMPENSATION AND INDEMNIFICATION OF THE OWNER TRUSTEE;
   ORGANIZATIONAL EXPENSES...............................................    16
   Section 7.1     Owner Trustee's Fees and Expenses.....................    16
   Section 7.2     Indemnification of the Owner Trustee..................    17
   Section 7.3     Organizational Expenses of the Issuer.................    18
   Section 7.4     Certain Expenses of the Indenture Trustee.............    18

ARTICLE VIII TERMINATION.................................................    18
   Section 8.1     Termination of Trust Agreement........................    18

ARTICLE IX SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES........    19
   Section 9.1     Eligibility Requirements for the Owner Trustee........    19
   Section 9.2     Resignation or Removal of the Owner Trustee...........    19
   Section 9.3     Successor Owner Trustee...............................    20
   Section 9.4     Merger or Consolidation of the Owner Trustee..........    21
   Section 9.5     Appointment of Separate Trustee or Co-Trustee.........    21
   Section 9.6     Compliance with Delaware Statutory Trust Act..........    22

ARTICLE X MISCELLANEOUS..................................................    22
   Section 10.1    Supplements and Amendments............................    22
   Section 10.2    No Legal Title to Trust Property in the Holder of the
                   Residual Interest.....................................    24
   Section 10.3    Limitation on Rights of Others........................    24
   Section 10.4    Notices...............................................    25
   Section 10.5    GOVERNING LAW.........................................    25
   Section 10.6    WAIVER OF JURY TRIAL..................................    25
   Section 10.7    Severability..........................................    25
   Section 10.8    Counterparts..........................................    26
   Section 10.9    Headings..............................................    26
   Section 10.10   No Petition...........................................    26

Exhibit A   Form of Certificate of Trust.................................   A-1

</TABLE>


                                       ii

<PAGE>

     AMENDED AND RESTATED TRUST AGREEMENT, dated as of [______], 2006 (this
"Agreement"), between FORD CREDIT AUTO RECEIVABLES TWO LLC, a Delaware limited
liability company, as Depositor, and U.S. BANK TRUST, NATIONAL ASSOCIATION, a
national banking association, not in its individual capacity but solely as
trustee under this Agreement, to establish Ford Credit Auto Owner Trust 2006-X.

                                   BACKGROUND

     The parties to this Agreement wish to amend and restate the interim Trust
Agreement, dated as of [______], between the Depositor and the Owner Trustee as
set forth in this Agreement.

                                    ARTICLE I
                              USAGE AND DEFINITIONS

     Capitalized terms used but not otherwise defined in this Agreement are
defined in Appendix A to the Sale and Servicing Agreement. Appendix A also
contains rules as to usage applicable to this Agreement. Appendix A is
incorporated by reference into this Agreement.

                                   ARTICLE II
                            ORGANIZATION OF THE TRUST

     Section 2.1 Name. The trust created by this Agreement will be known as
"Ford Credit Auto Owner Trust 2006-X", in which name the Owner Trustee may
conduct the activities of the Issuer, make and execute contracts and other
instruments on behalf of the Issuer and sue and be sued on behalf of the Issuer.

     Section 2.2 Office. The office of the Issuer will be in care of the Owner
Trustee at its Corporate Trust Office.

     Section 2.3 Purposes and Powers.

          (a) The purpose of the Issuer is, and the Issuer will have the power
and authority, to engage in the following activities:

               (i) to acquire the Receivables and other Trust Property pursuant
     to the Sale and Servicing Agreement from the Depositor in exchange for the
     Notes and the Residual Interest;

               (ii) to Grant the Collateral to the Indenture Trustee pursuant to
     the Indenture;

               (iii) to enter into and perform its obligations under the Basic
     Documents;

               (iv) to enter into and perform its obligations under any interest
     rate protection agreement or agreements with one or more counterparties;

<PAGE>

               (v) to issue the Notes pursuant to the Indenture and to sell the
     Notes upon the order of the Depositor;

               (vi) to pay interest on and principal of the Notes;

               (vii) to issue additional securities pursuant to one or more
     supplemental indentures or amendments to this Agreement and to transfer all
     or a portion of such securities to the Depositor or other holder of a
     Residual Interest, subject to compliance with the Basic Documents, in
     exchange for all or a portion of the Residual Interest;

               (viii) to engage in those activities, including entering into
     agreements, that are necessary, appropriate or convenient to accomplish the
     foregoing or are incidental to the foregoing; and

               (ix) subject to compliance with the Basic Documents, to engage in
     such other activities as may be required in connection with conservation of
     the Trust Property and the making of payments to the Noteholders and
     distributions to the holder of the Residual Interest.

          (b) The Issuer will not engage in any activity other than as required
or authorized by this Agreement or the other Basic Documents.

     Section 2.4 Appointment of the Owner Trustee. The Depositor appoints the
Owner Trustee as trustee of the Issuer effective as of the Cutoff Date, to have
all the rights, powers and duties set forth in this Agreement.

     Section 2.5 Contribution and Conveyance of Trust Property. As of [______],
the Depositor contributed to the Owner Trustee the amount of $1. The Owner
Trustee acknowledges receipt in trust from the Depositor, as of such date, of
such contribution, which constitutes the initial Trust Property. On the Closing
Date, the Depositor will sell to the Issuer the Trust Property in exchange for
the Notes.

     Section 2.6 Declaration of Trust. The Owner Trustee will hold the Trust
Property in trust upon and subject to the conditions set forth in this Agreement
for the use and benefit of the holder of the Residual Interest, subject to the
obligations of the Issuer under the Basic Documents. It is the intention of the
parties that the Issuer constitute a statutory trust under the Delaware
Statutory Trust Act and that this Agreement constitute the governing instrument
of such statutory trust. Effective as of the Cutoff Date, the Owner Trustee will
have the rights, powers and duties set forth in this Agreement and in the
Delaware Statutory Trust Act with respect to accomplishing the purposes of the
Issuer. A Certificate of Trust substantially in the form of Exhibit A and any
necessary certificate of amendment has been filed with the Secretary of State of
the State of Delaware.


                                       2

<PAGE>

     Section 2.7 Liability of the Depositor; Conduct of Activities; Liability to
Third Parties.

          (a) The Depositor, as initial holder of the entire Residual Interest,
will be entitled to the same limitation of personal liability extended to
stockholders or a private corporation for profit organized under the Delaware
General Corporation Law.

          (b) The activities and affairs of the Issuer will be operated in such
a manner as to preserve (i) the limited liability of the Depositor, (ii) the
separateness of the Issuer from the activities of the Depositor and Ford Credit
and (iii) until 1 year and 1 day after all Notes and any additional securities
issued pursuant to Section 3.1(b) are paid in full, the bankruptcy remote status
of the Issuer.

          (c) Except as otherwise provided in this Agreement, none of the
Depositor, the Administrator or any of their Affiliates or any manager, officer
or employee of any such Person, will be liable for the debts, obligations or
liabilities of the Issuer.

     Section 2.8 Title to Trust Property. Legal title to the Trust Property will
be vested in the Issuer as a separate legal entity, except where applicable law
in any jurisdiction requires title to any part of the Trust Property to be
vested in a trustee or trustees, in which case title will 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 Issuer. The Issuer will be administered in the State
of Delaware. All bank accounts maintained by the Owner Trustee on behalf of the
Issuer will be located in the State of Delaware. The Issuer will not have any
employees in any state other than the State of Delaware, except that the Bank or
the Owner Trustee may have employees within or outside the State of Delaware.
Payments will be received by the Issuer only in Delaware, and payments will be
made by the Issuer only from Delaware. The principal office of the Issuer will
be in care of the Owner Trustee in the State of Delaware.

     Section 2.10 Representations and Warranties of the Depositor. The Depositor
represents and warrants to the Owner Trustee as of the Closing Date:

          (a) Organization and Qualification. The Depositor is duly organized
and is validly existing as a limited liability company in good standing under
the laws of the State of Delaware. The Depositor is qualified 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
its properties or the conduct of its activities requires such qualification,
license or approval, unless the failure to obtain such qualifications, licenses
or approvals would not have a material adverse effect on the Depositor's ability
to perform its obligations under this Agreement or the other Basic Documents to
which it is a party.

          (b) Power, Authorization and Enforceability. The Depositor has the
power and authority to execute, deliver and perform the terms of this Agreement.
The Depositor has authorized the execution, delivery and performance of the
terms of each of the Basic Documents to which it is a party. Each of the Basic
Documents to which the Depositor is a party is the legal, valid and binding
obligation of the Depositor enforceable against the Depositor, except as may


                                       3

<PAGE>

be limited by insolvency, bankruptcy, reorganization or other laws relating to
the enforcement of creditors' rights or by general equitable principles.

          (c) No Conflicts and No Violation. The consummation of the
transactions contemplated by the Basic Documents to which the Depositor is a
party and the fulfillment of the terms of the Basic Documents to which the
Depositor is a party will not: (i) conflict with or result in a material breach
of the terms or provisions of, or constitute a default under any indenture,
mortgage, deed of trust, loan agreement, guarantee or similar agreement or
instrument under which the Depositor is a debtor or guarantor, (ii) result in
the creation or imposition of any lien, charge or encumbrance upon any of the
properties or assets of the Depositor pursuant to the terms of any such
indenture, mortgage, deed of trust, loan agreement, guarantee or similar
agreement or instrument (other than this Agreement) (iii) violate the
Certificate of Formation or Limited Liability Company Agreement, or (iv) violate
any law or, to 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, in each case which conflict,
breach, default, lien, or violation would reasonably be expected to have a
material adverse effect on the Depositor's ability to perform its obligations
under the Basic Documents.

          (d) No Proceedings. To the Depositor's knowledge, there are no
proceedings or investigations pending or overtly threatened in writing, before
any court, regulatory body, administrative agency, or other governmental
instrumentality having jurisdiction over the Depositor or its properties: (i)
asserting the invalidity of any of the Basic Documents or the Notes, (ii)
seeking to prevent the issuance of the Notes or the consummation of any of the
transactions contemplated by any of the Basic Documents, (iii) seeking any
determination or ruling that would reasonably be expected to have a material
adverse affect on the Depositor's ability to perform its obligations under, or
the validity or enforceability of, any of the Basic Documents or the Notes or
(iv) that would reasonably be expected to (A) affect the treatment of the Notes
as indebtedness for U.S. federal income or Applicable Tax State income or
franchise tax purposes (B) be deemed to cause a taxable exchange of the Notes
for U.S. federal income tax purposes, (C) cause the Issuer to be treated as an
association or publicly traded partnership taxable as a corporation for U.S.
federal income tax purposes or (D) cause the Issuer to incur Michigan Single
Business Tax liability other than such proceedings that, to the Depositor's
knowledge, would not reasonably be expected to have a material adverse effect
upon the Depositor or materially and adversely affect the performance by the
Depositor of its obligations under, or the validity and enforceability of, the
Basic Documents or the Notes.

     Section 2.11 Tax Matters.

          (a) It is the intention of the parties and Ford Credit that, for
purposes of U.S. federal income, state and local income and franchise tax and
any other income taxes, so long as the Issuer has no equity owner other than the
Depositor (as determined for U.S. federal income tax purposes), the Issuer be
treated as an entity disregarded as separate from the Depositor. Each Class of
Notes is intended to be treated as indebtedness for U.S. federal income tax
purposes. The Depositor agrees, and the Noteholders by acceptance of their Notes
agree in the Indenture, to such treatment and each agrees to take no action
inconsistent with such treatment.


                                       4

<PAGE>

          (b) If one or more Classes of Notes is recharacterized as an equity
interest in the Issuer, and not as indebtedness (any such Class, a
"Recharacterized Class") and any such Recharacterized Class is treated as not
owned by Ford Credit or the Depositor (if the Depositor is not an entity
disregarded as separate from Ford Credit for U.S. federal income tax purposes)
for U.S. federal income, or State or local income, franchise or single business
tax purposes, the parties intend that the Issuer be characterized as a
partnership among Ford Credit or the Depositor (to the extent either is at that
time treated as an equity owner of the Issuer for U.S. federal income tax
purposes), any other holder of the Residual Interest and any holders of the
Recharacterized Class or Classes. In that event, for purposes of U.S. federal
income, State and local income, franchise tax and single business taxes each
month:

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

               (ii) to the extent the characterization provided for in Section
     2.11(a) is not respected, gross ordinary income of the Issuer for such
     month as determined for U.S. federal income tax purposes will be allocated
     to the holders of each Recharacterized Class as of the Record Date
     occurring within such month, in an amount equal to the sum of (A) the
     interest accrued to such Recharacterized Class for such month, (B) 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 Recharacterized Class over the initial aggregate issue
     price of the Notes of such Recharacterized Class and (C) any amount
     expected to be distributed to the holders of such Class of Notes pursuant
     to Section 8.2 of the Indenture (to the extent not previously allocated
     pursuant to this Section 2.11(b)(ii)) to the extent necessary to reverse
     any net loss previously allocated to holders of the Notes of such
     Recharacterized Class (to the extent not previously reversed pursuant to
     this Section 2.11(b)(ii)(C)); and

               (iii) thereafter all remaining net income of the Issuer (subject
     to the modifications set forth below) for such month as determined for U.S.
     federal income tax purposes (and each item of income, gain, credit, loss or
     deduction entering into the computation thereof) will be allocated to the
     holder of the Residual Interest.

If the gross ordinary income of the Issuer for any month is insufficient for the
allocations described in Section 2.11(b)(ii) above, subsequent gross ordinary
income will first be allocated to each Recharacterized Class in alphabetical
order to make up such shortfall before any allocation pursuant to Section
2.11(b)(iii). Net losses of the Issuer, if any, for any month as determined for
U.S. federal income tax purposes (and each item of income, gain, credit, loss or
deduction entering into the computation thereof) will be allocated to the holder
of the Residual Interest to the extent the holder of the Residual Interest is
reasonably expected to bear the economic burden of such net losses, and any
remaining net losses will be allocated in reverse alphabetical order to each
Recharacterized Class, in each case, until the Note Balance of such
Recharacterized Class is reduced to zero as of the Record Date occurring within
such month, and among each Recharacterized Class, in proportion to their
ownership of the aggregate Note


                                       5

<PAGE>

Balance of such Recharacterized Class on such Record Date. The tax matters
partner designated pursuant to Section 2.11(f) is authorized to modify the
allocations in this Section 2.11(b) if necessary or appropriate, in its sole
discretion, for the allocations to fairly reflect the economic income, gain or
loss to the holder of the Residual Interest or the holders of a Recharacterized
Class or as otherwise required by the Code.

          (c) The parties agree that, unless otherwise required by the
appropriate tax authorities, the Depositor, on behalf of the Issuer, will file
or cause to be filed annual or other necessary returns, reports and other forms
consistent with the characterizations described in Section 2.11(a).

          (d) The Owner Trustee will not elect or cause the Issuer to elect, and
the other parties to this Agreement will not elect or permit an election to be
made, to treat the Issuer as an association taxable as a corporation for U.S.
federal income tax purposes pursuant to Treas. Reg. Section 301.7701-3.

          (e) If at any time the Issuer is not treated as an entity disregarded
as separate from the Depositor for U.S. federal income tax purposes, the Owner
Trustee will, based on information provided by or on behalf of the Depositor,
(i) maintain the books of the Issuer on the basis of a calendar year and the
accrual method of accounting, (ii) deliver to the holder of the Residual
Interest such information as may be required under the Code to enable such
holder to prepare its U.S. federal and State income tax returns, (iii) file any
tax returns relating to the Issuer and make such elections as may be required or
appropriate under any applicable U.S. federal or State statute and (iv) collect
any withholding tax as described in and in accordance with Section 4.1(c).

          (f) If at any time the Issuer is not an entity disregarded as separate
from the Depositor for U.S. federal income tax purposes, the Depositor so long
as it is treated as holding any equity interest in the Issuer for U.S. federal
income tax purposes, and otherwise, the owner of such equity interests
designated by a majority of such owners, will (i) prepare and sign, on behalf of
the Issuer, the tax returns of the Issuer and (ii) be designated the "tax
matters partner" of the Issuer pursuant to Section 6231(a)(7)(A) of the Code.

                                  ARTICLE III
                   RESIDUAL INTEREST AND TRANSFER OF INTERESTS

     Section 3.1 The Residual Interest.

          (a) Upon the formation of the Issuer by the contribution and
conveyance by the Depositor pursuant to Section 2.5, the Depositor will be the
sole holder of the Residual Interest. The holder of the Residual Interest will
be entitled, pro rata, to any amounts not needed on any Payment Date to make
payments on the Notes and on all other obligations to be paid under the
Indenture and this Agreement, and to receive amounts remaining in the Reserve
Account following the payment in full of the Notes and of all other amounts
owing or to be distributed under this Agreement, the Indenture or the Sale and
Servicing Agreement to the Secured Parties upon the termination of the Issuer.


                                       6

<PAGE>

          (b) The Depositor may exchange its Residual Interest for additional
securities issued by the Issuer pursuant to one or more supplemental indentures
to the Indenture or amendments to this Agreement. Such additional securities may
consist of one or more classes of notes, certificates or other securities, as
directed by the Depositor, each having the characteristics, rights and
obligations as may be directed by the Depositor (which may include subordination
to one or more other classes of such additional securities), provided:

               (i) the rights of the holders of such additional securities, when
     taken as a whole, are no greater than the rights of the holder of the
     Residual Interest immediately prior to the issuance of such additional
     securities (unless all Noteholders of Outstanding Notes otherwise consent);

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

               (iii) the Depositor either delivers to the Indenture Trustee and
     the Owner Trustee (A) an Opinion of Counsel to the effect that, after
     giving effect to such exchange, there will be no withholding imposed under
     Sections 1441 or 1442 of the Code in respect of payments on any such
     additional security or that the withholding tax imposed will be no greater
     than the withholding tax imposed prior to such exchange or (B) an Officer's
     Certificate that states withholding is applicable to payments on any such
     additional securities, the rate of withholding tax required on such
     payments, and that such amounts will be withheld and remitted to the
     Internal Revenue Service in satisfaction of the requirements of Sections
     1441 and 1442 of the Code.

Without limiting the foregoing, one or more classes of such additional
securities may, if so directed by the Depositor, be secured by all or a portion
of the Trust Property, so long as such security interest, taken as whole, is
subordinated in priority to the security interest granted to the Secured Parties
pursuant to the Indenture. Subject to this Section 3.1(b) and the other terms of
the Basic Documents, the Owner Trustee, on behalf of the Issuer, will take (at
the expense of the Depositor) all actions requested by the Depositor to
facilitate the issuance and sale of any such additional securities or the Grant
and perfection of any security interest granted pursuant to this Section 3.1(b),
including the authorization of the filing of any financing statements in
jurisdictions deemed necessary or advisable by the Depositor to perfect such
security interest.

     Section 3.2 Registration of Residual Interests; Transfer of the Residual
Interest. The Issuer appoints the Owner Trustee to be the "Trust Registrar" and
to keep a register (the "Trust Register") for the purpose of registering
Residual Interests and transfers of Residual Interests as provided in this
Agreement. Upon any resignation of the Trust Registrar, the Issuer will promptly
appoint a successor or, if it elects not to make such an appointment, assume the
duties


                                       7

<PAGE>

of Trust Registrar. The holder of the Residual Interest will be permitted to
sell, transfer, assign or convey its rights in the Residual Interest only if the
following conditions are satisfied:

          (a) such holder of a Residual Interest delivers an Opinion of Counsel
to the Issuer and the Indenture Trustee to the effect that such action will not
cause the Issuer to be or become characterized for U.S. federal or any then
Applicable Tax State income tax purposes as an association or publicly traded
partnership taxable as a corporation;

          (b) such holder of a Residual Interest delivers to the Indenture
Trustee and the Owner Trustee (i) an Opinion of Counsel to the effect that,
after giving effect to such action, there will be no withholding imposed under
Sections 1441 or 1442 of the Code in respect of payments on any such transferred
security or that the withholding tax imposed will be no greater than the
withholding tax imposed prior to such transfer or (ii) an Officer's Certificate
that states withholding is applicable to payments on any such transferred
security, the rate of withholding tax required on such payments, and that such
amounts will be withheld and remitted to the Internal Revenue Service in
satisfaction of the requirements of Sections 1441 and 1442 of the Code; and

          (c) the Depositor has notified the transferee or assignee of the tax
positions previously taken by it, as holder of the Residual Interest, for U.S.
federal and any Applicable Tax State income tax purposes and the transferee or
assignee has agreed to take positions for U.S. federal and any Applicable Tax
State income tax purposes consistent with the tax positions previously taken by
the Depositor, as holder of the Residual Interest.

     Section 3.3 Capital Accounts. This Section 3.3 will apply only if the
Issuer is not treated as an entity disregarded for U.S. federal income tax
purposes.

          (a) The Owner Trustee will establish and maintain, in accordance with
Section 1.704-1(b)(2)(iv) of the Treasury Regulations, a separate bookkeeping
account (a "Capital Account") for the Depositor and each other person treated as
an equity owner for U.S. federal income tax purposes.

          (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 will be construed so as to comply with the provisions of the
Treasury Regulations promulgated pursuant to Section 704 of the Code. The
Depositor is authorized to modify these provisions to the minimum extent
necessary to comply with such regulations.

     Section 3.4 Maintenance of Office or Agency. The Owner Trustee will
maintain an office or offices or agency or agencies where notices and demands to
or upon the Owner Trustee in respect of the Basic Documents may be served. The
Owner Trustee designates its Corporate Trust Office for such purposes and will
promptly notify the Depositor and the Indenture Trustee of any change in the
location of its Corporate Trust Office.

     Section 3.5 Distributions to the Holder of the Residual Interest. If the
Trust Distribution Account has been established, the Owner Trustee will have the
revocable power to withdraw funds from the Trust Distribution Account for the
purpose


                                       8

<PAGE>
of making distributions to the holder of the Residual Interest under this
Agreement. The Owner Trustee will make the distributions pursuant to Section
3.1, Section 4.2 and Section 8.1. The Owner Trustee will hold all sums held by
it for distribution to the holder of the Residual Interest in trust for the
benefit of the holder of the Residual Interest until such sums are distributed
to the holder of the Residual Interest.

                                   ARTICLE IV
                   APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

     Section 4.1 Application of Trust Funds. If the Trust Distribution Account
has been established:

          (a) On each Payment Date, the Owner Trustee, based on the information
contained in the Monthly Investor Report, will withdraw the amounts deposited
into the Trust Distribution Account pursuant to Section 8.2(c)(xiii),
8.2(d)(viii) and 8.2(e)(xiv) of the Indenture on or before such Payment Date and
distribute such amounts to the holder of the Residual Interest.

          (b) Following the satisfaction and discharge of the Indenture and the
payment in full of the principal and interest on the Notes, the Owner Trustee
will distribute any remaining funds on deposit in the Trust Distribution Account
to the holder of the Residual Interest.

          (c) If any withholding tax is imposed on the Issuer's payment (or
allocations of income) to the holder of the Residual Interest, such tax will
reduce the amount otherwise distributable to such holder in accordance with this
Section 4.1(c). The Owner Trustee is authorized and directed to retain from
amounts otherwise distributable to the holder of the Residual Interest
sufficient funds for the payment of any such withholding tax that is legally
owed by the Issuer (but such authorization will 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 the holder of the Residual
Interest will be treated as cash distributed to such holder at the time it is
withheld by the Issuer and remitted to the appropriate taxing authority. If
there is a possibility that withholding tax is payable with respect to a
distribution, the Owner Trustee may, in its sole discretion, withhold such
amounts in accordance with this Section 4.1(c). If the holder of a Residual
Interest wishes to apply for a refund of any such withholding tax, the Owner
Trustee will reasonably cooperate with such holder in making such claim so long
as such holder agrees to reimburse the Owner Trustee for any out-of-pocket
expenses incurred in so cooperating.

     Section 4.2 Method of Payment. Distributions required to be made to the
holder of the Residual Interest on any Payment Date will be made by wire
transfer, in immediately available funds, to the account specified by such
holder to the Owner Trustee.


                                       9

<PAGE>

                                   ARTICLE V
                    AUTHORITY AND DUTIES OF THE OWNER TRUSTEE

     Section 5.1 General Authority.

          (a) Upon the Depositor's execution of this Agreement, the Owner
Trustee is authorized and directed, on behalf of the Issuer, to (i) execute and
deliver the Basic Documents and each certificate or other document attached as
an exhibit to or contemplated by the Basic Documents to which the Issuer is to
be a party and (ii) direct the Indenture Trustee to authenticate and deliver the
Notes.

          (b) The Owner Trustee is authorized to take all actions required of
the Issuer pursuant to the Basic Documents and is authorized to take such action
on behalf of the Issuer as is permitted by the Basic Documents that the Servicer
or the Administrator directs with respect to the Basic Documents, except to the
extent that this Agreement requires the consent of the Noteholders or the holder
of the Residual Interest for such action.

     Section 5.2 General Duties. Subject to Section 5.3, it is the duty of the
Owner Trustee to discharge all of its responsibilities pursuant to this
Agreement and the Basic Documents to which the Issuer is a party and to
administer the Issuer in the interest of the holder of the Residual Interest,
subject to the lien of the Indenture and in accordance with the Basic Documents.
The Owner Trustee will be deemed to have discharged its duties and
responsibilities 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 Issuer under any Basic Document. The Owner
Trustee will not be held liable for the default or failure of the Administrator
to carry out its obligations under the Administration Agreement. The Owner
Trustee will 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 5.3 Action upon Prior Notice with Respect to Certain Matters. With
respect to the following matters, the Owner Trustee may not take action unless
(i) at least 30 days before taking such action, the Owner Trustee has notified
the Indenture Trustee, the Noteholders of Notes of the Controlling Class, the
holder of the Residual Interest and the Rating Agencies of the proposed action
and (ii) Noteholders of at least a majority of the Note Balance of the
Controlling Class (or if no Notes are Outstanding, the holder of the Residual
Interest) have not notified the Owner Trustee before the 30th day after receipt
of such notice that such majority of the Note Balance of the Controlling Class
(or if no Notes are Outstanding, the holder of the Residual Interest) has
withheld consent or provided alternative direction:

          (a) the initiation of any material claim or lawsuit by the Issuer and
the settlement of any material action, claim or lawsuit brought by or against
the Issuer;

          (b) the election by the Issuer to file an amendment to the Certificate
of Trust (unless such amendment is required to be filed under the Delaware
Statutory Trust Act), except to cure any ambiguity or to amend or supplement any
provision in a manner or to add any


                                       10

<PAGE>

provision that would not materially adversely affect the interests of the
holders of the Notes or the Residual Interest;

          (c) the appointment pursuant to the Indenture of a successor Indenture
Trustee or the consent to the assignment by the Indenture Trustee of its
obligations under the Indenture or this Agreement; and

          (d) consenting to the Administrator taking any of the actions
described in clauses (a) through (c) above.

     Section 5.4 Action upon Direction by the Holder of the Residual Interest
with Respect to Certain Matters.

          (a) The Owner Trustee on behalf of the Issuer will not execute an
amendment to the Sale and Servicing Agreement, the Indenture or the
Administration Agreement that would materially adversely affect the holder of
the Residual Interest without the consent of such holder.

          (b) The Owner Trustee will not (a) remove the Servicer or appoint a
successor Servicer under Article VII of the Sale and Servicing Agreement, (b)
remove the Administrator under Section 5.1 of the Administration Agreement or
(c) appoint a successor Administrator pursuant to Section 5.2 of the
Administration Agreement unless (i) there is an Event of Servicing Termination
subsequent to the payment in full of the Notes and (ii) the holder of the
Residual Interest directs the Owner Trustee to take such action.

     Section 5.5 Action with Respect to Bankruptcy. The Owner Trustee may not
commence a voluntary proceeding in bankruptcy relating to the Issuer unless the
Notes have been paid in full and the holder of the Residual Interest approves of
such commencement in advance and delivers to the Owner Trustee a certificate
certifying that it reasonably believes that the Issuer is insolvent.

     Section 5.6 Action upon Instruction.

          (a) The Owner Trustee will not be required to take any action under
any Basic Document if the Owner Trustee reasonably determines, or is advised by
counsel, that such action is likely to result in liability on the part of the
Owner Trustee, is contrary to any Basic Document or is contrary to law.

          (b) If (i) the Owner Trustee is unsure as to the application of any
provision of any Basic Document, (ii) any provision of any Basic Document is, or
appears to be, in conflict with any other applicable provision, (iii) 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 or (iv) the Owner Trustee is unable to
decide between alternative courses of action permitted or required by any Basic
Document, the Owner Trustee may, and with respect to clause (iv) will, notify
the Administrator 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 will not be liable to any Person on
account of such action or inaction. If the Owner Trustee does not receive
appropriate instruction within 10 days of such notice (or within such shorter
period of time as reasonably may be specified in


                                       11

<PAGE>

such notice or may be necessary under the circumstances) it may, but will be
under no duty to, take or refrain from taking such action, not inconsistent with
the Basic Documents, as it deems to be in the best interests of the holder of
the Residual Interest, and will have no liability to any Person for such action
or inaction.

     Section 5.7 No Duties Except as Specified in this Agreement or in
Instructions. The Owner Trustee has no duty or obligation to manage, make any
payment with respect to, register, record, sell, dispose of, or otherwise deal
with the Trust Property, or to otherwise take or refrain from taking any action
under, or in connection with, any document contemplated by this Agreement to
which the Owner Trustee or the Issuer is a party, except as provided by this
Agreement or in any document or instruction received by the Owner Trustee
pursuant to Section 5.6. No implied duties or obligations will be read into any
Basic Document against the Owner Trustee. The Owner Trustee has no
responsibility for filing any financing statements or continuation statements or
to otherwise perfect or maintain the perfection of any security interest or lien
granted to it under this Agreement or to prepare or file any Securities and
Exchange Commission filing for the Issuer or to record any Basic Document. The
Owner Trustee nevertheless agrees that it will promptly take, at its own cost
and expense, all action as may be necessary to discharge any lien (other than
the lien of the Indenture) on any part of the Trust Property that results from
actions by, or claims against, the Owner Trustee that are not related to the
ownership or the administration of the Trust Property.

     Section 5.8 No Action Except Under Specified Documents or Instructions. The
Owner Trustee will not manage, control, use, sell, dispose of or otherwise deal
with any part of the Trust Property except (a) in accordance with the powers
granted to and the authority conferred upon the Owner Trustee pursuant to this
Agreement, (b) in accordance with the other Basic Documents to which the Issuer
or the Owner Trustee is a party and (c) in accordance with any document or
instruction delivered to the Owner Trustee pursuant to Section 5.6. The
Depositor will not direct the Owner Trustee to take any action that would
violate this Section 5.8.

     Section 5.9 Prohibition on Certain Actions. The Owner Trustee will not take
any action (a) that is inconsistent with the purposes of the Issuer set forth in
Section 2.3 or (b) that, to the knowledge of the Owner Trustee, would (i) cause
any Class of Notes not be treated as indebtedness for U.S. federal income or
Applicable Tax State income or franchise tax purposes, (ii) be deemed to cause a
sale or exchange of the Notes for purposes of Section 1001 of the Code (unless
no gain or loss would be recognized on such deemed sale or exchange for U.S.
federal income tax purposes) or (iii) cause the Issuer or any portion thereof to
be taxable as an association (or publicly traded partnership) taxable as a
corporation for U.S. federal income or Applicable Tax State income or franchise
tax purposes. The Administrator will not direct the Owner Trustee to take action
that would violate this Section 5.9.

     Section 5.10 Audits of the Owner Trustee. The Owner Trustee agrees that,
with reasonable prior notice, it will permit any authorized representative of
the Servicer or the Administrator, during the Owner Trustee's normal business
hours, to examine and audit the books of account, records, reports and other
documents and materials of the Owner Trustee relating to (a) the performance of
the Owner Trustee's obligations under this Agreement, (b) any payments of fees
and expenses of the Owner Trustee in connection with such performance and (c)
any claim made by the Owner Trustee under this Agreement. In addition, the Owner
Trustee


                                       12

<PAGE>

will permit such representatives to make copies and extracts of any such books
and records and to discuss the same with the Owner Trustee's officers and
employees. Each of the Servicer and the Administrator will, and will cause its
authorized representatives to, hold in confidence all such information except to
the extent disclosure may be required by law (and all reasonable applications
for confidential treatment are unavailing) and except to the extent that the
Servicer or the Administrator, as the case may be, may reasonably determine that
such disclosure is consistent with its obligations under this Agreement. The
Owner Trustee will maintain all such pertinent books, records, reports and other
documents and materials for a period of 2 years after the termination of its
obligations under this Agreement.

     Section 5.11 Furnishing of Documents. Upon request from the holder of the
Residual Interest, the Owner Trustee will furnish to such holder copies of all
reports, notices, requests, demands, certificates, financial statements and any
other instruments furnished to the Owner Trustee under the Basic Documents.

     Section 5.12 Sarbanes-Oxley Act. Notwithstanding anything to the contrary
in any Basic Document, the Owner Trustee will not be required to execute,
deliver or certify on behalf of the Issuer, the Servicer, the Depositor or any
other Person any filings, certificates, affidavits or other instruments required
by the Securities and Exchange Commission or required under the Sarbanes-Oxley
Act of 2002. However, any entity executing, delivering or certifying such
filings, certificates, affidavits or other instruments required by the
Securities and Exchange Commission or required under the Sarbanes-Oxley Act of
2002 on behalf of the Issuer may request, at its option, such subcertifications,
including any assessments of compliance required from the Owner Trustee as it
may deem necessary to provide such certifications and the Owner Trustee will
reasonably comply with such request.

     Section 5.13 Maintenance of Licenses. The Owner Trustee will obtain and
maintain any licenses that the Administrator informs the Owner Trustee are
required to be obtained or maintained by the Owner Trustee under the laws of any
State, including the Pennsylvania Motor Vehicle Sales Finance Act in connection
with the Owner Trustee's duties and obligations under the Basic Documents.

                                   ARTICLE VI
                           REGARDING THE OWNER TRUSTEE

     Section 6.1 Acceptance of Trusts and Duties. The Owner Trustee accepts the
trusts created by this Agreement and agrees to perform its duties under this
Agreement with respect to such trusts but only in accordance with this
Agreement. The Owner Trustee also agrees to distribute all monies actually
received by it constituting part of the Trust Property in accordance with the
Basic Documents. The Owner Trustee will not be liable under any Basic Document
under any circumstances, except (i) for its own willful misconduct, bad faith or
negligence (except for errors in judgment) or (ii) if any representation or
warranty in Section 6.2 is not true and correct as of the Closing Date. In
particular, but not by way of limitation (and subject to the exceptions set
forth in the preceding sentence):

          (a) the Owner Trustee will not be liable with respect to any action
taken or omitted to be taken by it in accordance with the instructions of the
Noteholders of the


                                       13

<PAGE>

Controlling Class, the Indenture Trustee, the Depositor, the holder of the
Residual Interest, the Administrator or the Servicer;

          (b) no Basic Document will 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 under any Basic Document if the Owner Trustee has
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) the Owner Trustee will not 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 to the holder of the Residual
Interest;

          (d) the Owner Trustee will not be responsible for (i) the validity or
sufficiency of this Agreement, (ii) the due execution of this Agreement by the
Depositor, (iii) the form, character, genuineness, sufficiency, value or
validity of any of the Trust Property or (iv) the validity or sufficiency of the
other Basic Documents, the Notes, any Receivable or any related documents, and
the Owner Trustee will in no event assume or incur any liability, duty or
obligation to any Noteholder, the Depositor or the holder of the Residual
Interest, other than as provided for in the Basic Documents;

          (e) the Owner Trustee will not be liable for the default or misconduct
of the Servicer, the Administrator, the Depositor, the holder of the Residual
Interest or the Indenture Trustee under any of the Basic Documents or otherwise
and the Owner Trustee will have no obligation or liability to perform the
obligations of the Issuer under the 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;

          (f) the Owner Trustee will be under no obligation to exercise any of
the rights or powers vested in it by this Agreement or, at the request, order or
direction of the Depositor, to institute, conduct or defend any litigation under
this Agreement or in relation to any Basic Document or otherwise unless the
Depositor has offered to the Owner Trustee security or indemnity satisfactory to
it against the costs, expenses, losses, damages, claims and liabilities that may
be incurred by the Owner Trustee. The right of the Owner Trustee to perform any
discretionary act enumerated in any Basic Document will not be construed as a
duty; and

          (g) the Owner Trustee will not be responsible or liable for (i) the
legality, validity and enforceability of any Receivable, (ii) 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, (iii) the
sufficiency of the Trust Property or the ability of the Trust Property to
generate the amounts necessary to make payments to the Noteholders under the
Indenture or distributions to the holder of the Residual Interest under this
Agreement, (iv) the accuracy of any representation or warranty made under any
Basic Document (other than the representations and warranties made in Section
6.2) or (v) any action of the Indenture Trustee, the Administrator or the
Servicer or any subservicer taken in the name of the Owner Trustee.


                                       14

<PAGE>

     Section 6.2 Representations and Warranties of the Owner Trustee. The Owner
Trustee represents and warrants to the Depositor as of the Closing Date:

          (a) Organization and Qualification. The Owner Trustee is duly formed
and is validly existing as a national banking association under the laws of the
State of Delaware. The Owner Trustee is duly qualified as a national banking
association in good standing and has obtained all necessary licenses and
approvals in all jurisdictions in which the ownership or lease of its properties
or the conduct of its activities requires such qualification, license or
approval, unless the failure to obtain such qualifications, licenses or
approvals would not reasonably be expected to have a material adverse effect on
the Owner Trustee's ability to perform its obligations under this Agreement.

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

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

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

          (e) Banking Association. The Owner Trustee is a banking association
satisfying Section 3807(a) of the Delaware Statutory Trust Act.


                                       15

<PAGE>

     Section 6.3 Reliance; Advice of Counsel.

          (a) The Owner Trustee may rely upon, will be protected in relying upon
and will incur no liability to anyone in acting upon any signature, instrument,
notice, resolution, request, consent, order, certificate, report, opinion, bond
or other document believed by it to be genuine that appears on its face to be
properly executed and 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 in this Agreement, the Owner Trustee may for all
purposes of this Agreement rely on a certificate, signed by the president or any
vice president or by the treasurer or other Responsible Officers of the relevant
party, as to such fact or matter and such certificate will 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 under this
Agreement and in the performance of its duties and obligations under the 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 will not be
liable for the conduct or misconduct of such agents or attorneys if the Owner
Trustee selects such agents or attorneys with reasonable care and (ii) may
consult with counsel, accountants and other skilled Persons whom the Owner
Trustee selects with reasonable care and employs. The Owner Trustee will not be
liable for anything it does, suffers or omits to do in good faith in accordance
with the written opinion or advice of any such counsel, accountants or other
such Persons that is not contrary to any Basic Document.

     Section 6.4 Not Acting in Individual Capacity. Except as provided in this
Article VI, in accepting the trusts created by this Agreement, U.S. Bank Trust,
National Association acts solely as Owner Trustee under this Agreement and not
in its individual capacity. All Persons having any claim against the Owner
Trustee by reason of the transactions contemplated by any Basic Document will
look only to the Trust Property for payment or satisfaction thereof. However,
the Owner Trustee will be responsible for any breach of its representations and
warranties made in Section 6.2 and the validity of its signature on any
certificate of authentication of the Owner Trustee.

     Section 6.5 U.S. Bank Trust May Own Notes. U.S. Bank Trust, in its
individual or any other capacity, may become the owner or pledgee of Notes and
may deal with the Depositor, the holder of the Residual Interest, 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 VII
             COMPENSATION AND INDEMNIFICATION OF THE OWNER TRUSTEE;
                             ORGANIZATIONAL EXPENSES

     Section 7.1 Owner Trustee's Fees and Expenses. The Owner Trustee will be
entitled to receive, as compensation for its services under this Agreement, such
fees as have been separately agreed upon by the Administrator and the Owner
Trustee. The Owner Trustee will also be entitled to reimbursement for all
reasonable out-of-pocket expenses incurred or made by


                                       16

<PAGE>

the Owner Trustee in performing its rights and duties under this Agreement,
including the reasonable compensation, expenses and disbursements of the Owner
Trustee's agents, counsel, accountants and experts, but excluding any expenses
incurred by the Owner Trustee through the Owner Trustee's own willful
misconduct, bad faith or negligence (other than errors in judgment).

     Section 7.2 Indemnification of the Owner Trustee.

          (a) The Depositor will, or will cause the Administrator to, indemnify,
defend and hold harmless the Owner Trustee, and its respective officers,
directors, employees and agents, from and against any and all costs, expenses,
losses, damages, claims and liabilities (including the reasonable compensation,
expenses and disbursements of the Owner Trustee's agents, counsel, accountants
and experts) incurred by it in connection with the administration of and the
performance of its duties under this Agreement, including the costs and expenses
of defending itself against any loss, damage, claim or liability incurred by it
in connection with the exercise or performance of any of its powers or duties
under the Indenture, but excluding any cost, expense, loss, damage, claim or
liability (i) incurred by the Owner Trustee through the Owner Trustee's own
willful misconduct, bad faith or negligence (other than errors in judgment) or
(ii) arising from the inaccuracy of any representation or warranty contained in
Section 6.2.

          (b) Promptly upon receipt by the Owner Trustee, or any of its
officers, directors, employees and agents (each, an "Indemnified Person"), of
notice of the commencement of any Proceeding against any such Indemnified
Person, such Indemnified Person will, if a claim in respect of such Proceeding
is to be made under Section 7.2(a), notify the Depositor and the Administrator
of the commencement of such Proceeding. The Depositor, or, if Depositor so
causes, the Administrator, may participate in and assume the defense and
settlement of any such Proceeding at its expense, and no settlement of such
Proceeding may be made without the approval of the Depositor or the
Administrator, as applicable, and such Indemnified Person, which approvals will
not be unreasonably withheld, delayed or conditioned. After notice from the
Depositor or the Administrator, as applicable, to the Indemnified Person of the
intention of the Depositor or the Administrator, as applicable, to assume the
defense of such Proceeding with counsel reasonably satisfactory to the
Indemnified Person, and so long as the Depositor or the Administrator, as
applicable, so assumes the defense of such Proceeding in a manner reasonably
satisfactory to the Indemnified Person, neither the Depositor nor the
Administrator will be liable for any legal expenses of counsel to the
Indemnified Person unless there is a conflict between the interests of the
Depositor or the Administrator, as applicable, on one hand, and an Indemnified
Person, on the other hand, in which case the Depositor, or, if Depositor so
causes, the Administrator, will pay for the separate counsel to the Indemnified
Person.

          (c) The Depositor's obligations under this Section 7.2 are obligations
solely of the Depositor and do not constitute a claim against the Depositor to
the extent that the Depositor does not have funds sufficient to make payment of
such obligations. The Owner Trustee, by entering into or accepting this
Agreement, acknowledges and agrees that it has no right, title or interest in or
to the Other Assets of the Depositor. Notwithstanding the preceding sentence, if
the Owner Trustee either (i) asserts an interest or claim to, or benefit from,
the Other Assets or (ii) is deemed to have any such interest, claim to, or
benefit in or from the Other Assets, whether by operation of law, legal process,
pursuant to insolvency laws or otherwise (including by virtue of Section 1111(b)
of the Bankruptcy Code), then the Owner Trustee further acknowledges and


                                       17

<PAGE>

agrees that any such interest, claim or benefit in or from the Other Assets is
expressly subordinated to the indefeasible payment in full of the other
obligations and liabilities, which, under the relevant documents relating to the
securitization or conveyance of such Other Assets, are entitled to be paid from,
entitled to the benefits of, or otherwise secured by such Other Assets (whether
or not any such entitlement or security interest is legally perfected or
otherwise entitled to a priority of distributions or application under
applicable law, including insolvency laws, and whether or not asserted against
the Depositor), including the payment of post-petition interest on such other
obligations and liabilities. This subordination agreement is deemed a
subordination agreement within the meaning of Section 510(a) of the Bankruptcy
Code. The Owner Trustee further acknowledges and agrees that no adequate remedy
at law exists for a breach of this Section 7.2(c) and this Section 7.2(c) may be
enforced by an action for specific performance. This Section 7.2(c) is for the
third party benefit of the holders of such other obligations and liabilities and
will survive the termination of this Agreement.

     Section 7.3 Organizational Expenses of the Issuer. The Depositor will, or
will cause the Administrator to, pay the organizational expenses of the Issuer
as they may arise or, upon the request of the Owner Trustee, the Depositor will,
or will cause the Administrator to, promptly reimburse the Owner Trustee for any
such expenses paid by the Owner Trustee.

     Section 7.4 Certain Expenses of the Indenture Trustee. The Depositor will
reimburse the Indenture Trustee and any successor Indenture Trustee for any
expenses associated with the replacement of the Indenture Trustee pursuant to
Section 6.8 of the Indenture to the extent such amounts have not been otherwise
paid pursuant to Section 8.2 of the Indenture.

                                  ARTICLE VIII
                                   TERMINATION

     Section 8.1 Termination of Trust Agreement.

          (a) This Agreement (other than the provisions of Article VII) will
terminate and be of no further force or effect and the Issuer will terminate,
wind up and dissolve, upon the earlier to occur of (i) the last remaining
Receivable is paid in full, settled, sold or charged off and any amounts
received are applied or (ii) the payment to the Noteholders and any other
holders of securities issued under any supplemental indentures or amendments to
this Agreement, the Indenture Trustee and the Owner Trustee of all amounts
required to be paid to them pursuant to the Indenture, the Sale and Servicing
Agreement and Article IV. Any Insolvency Event, liquidation or dissolution with
respect to the Depositor will not (A) operate to terminate this Agreement or the
Issuer, (B) entitle the Depositor's legal representatives 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 Issuer or the Trust Property or (C) otherwise affect
the rights, obligations and liabilities of the parties to this Agreement. Upon
dissolution of the Issuer, the Owner Trustee will wind up the activities and
affairs of the Issuer as required by Section 3808 of the Delaware Statutory
Trust Act.

          (b) The Depositor may not revoke or terminate the Issuer, unless it is
the holder of 100% of the Residual Interest and in accordance with Section
8.1(a).


                                       18

<PAGE>

          (c) Upon termination of the Issuer any remaining Trust Property will
be distributed to the holder of the Residual Interest, and the Owner Trustee
will cause the Certificate of Trust to be cancelled by preparing, executing and
filing a certificate of cancellation with the Secretary of State of the State of
Delaware in accordance with Section 3810(c) of the Delaware Statutory Trust Act
or as otherwise required by the Delaware Statutory Trust Act. Upon the filing of
such certificate of cancellation, the Owner Trustee's services under this
Agreement will simultaneously terminate. The Owner Trustee will deliver a
file-stamped copy of such certificate of cancellation to the Administrator
promptly upon such document becoming available following such filing.

                                   ARTICLE IX
             SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

     Section 9.1 Eligibility Requirements for the Owner Trustee.

          (a) The Owner Trustee must (i) be authorized to exercise corporate
trust powers, (ii) have a combined capital and surplus of at least $50,000,000
and be subject to supervision or examination by federal or State authorities and
(iii) have (or 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 publishes reports of condition at least annually,
pursuant to law or to the requirements of its supervising or examining
authority, then for the purpose of this Section 9.1, the combined capital and
surplus of such corporation will be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If the
Owner Trustee ceases to be eligible in accordance with this Section 9.1, it must
resign immediately in the manner and with the effect specified in Section 9.2.

          (b) The Owner Trustee must satisfy Section 3807(a) of the Delaware
Statutory Trust Act.

     Section 9.2 Resignation or Removal of the Owner Trustee.

          (a) The Owner Trustee may resign and be discharged from the trusts
created by this Agreement by giving notice to the Depositor and the
Administrator.

          (b) The Administrator may remove the Owner Trustee upon notice to the
Owner Trustee and will remove the Owner Trustee if:

               (i) the Owner Trustee ceases to be eligible in accordance with
          Section 9.1;

               (ii) the Owner Trustee is legally unable to act; or

               (iii) an Insolvency Event with respect to the Owner Trustee has
          occurred and is continuing.

          (c) If the Owner Trustee resigns or the Administrator removes the
Owner Trustee, the Administrator will promptly (i) appoint a successor Owner
Trustee, by written instrument, in duplicate and (ii) deliver one copy of such
instrument to the outgoing Owner


                                       19

<PAGE>

Trustee and one copy to the successor Owner Trustee. The Owner Trustee will be
entitled to payment through the date of its resignation or removal from
distributions made under Section 8.2 of the Indenture. If no successor Owner
Trustee is appointed and has accepted such appointment within 30 days after the
Administrator's receipt of notice of resignation or removal of the Owner
Trustee, the outgoing Owner Trustee may petition any court of competent
jurisdiction for the appointment of a successor Owner Trustee. The right to
appoint or to petition for the appointment of any such successor Owner Trustee
does not relieve the outgoing Owner Trustee from any obligations otherwise
imposed on it under the Basic Documents until the appointment of the successor
Owner Trustee has become effective.

          (d) No resignation or removal of the Owner Trustee and appointment of
a successor Owner Trustee pursuant to this Section 9.2 will become effective
until (i) the successor Owner Trustee accepts its appointment as the Owner
Trustee pursuant to Section 9.3(a) and (ii) the successor Owner Trustee files
the certificate of amendment to the Certificate of Trust referred to in Section
9.3(d). The Administrator will notify the Depositor, the Indenture Trustee and
the Rating Agencies of any resignation or removal of the Owner Trustee.

     Section 9.3 Successor Owner Trustee.

          (a) Any successor Owner Trustee appointed pursuant to Section 9.2 must
execute 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 9.2(d), such successor Owner Trustee, without any further act, will
become fully vested with all the rights, powers, duties, and obligations of its
predecessor under this Agreement. The predecessor Owner Trustee will, 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 will execute and deliver such
instruments and do such other things as may reasonably be required to vest and
confirm in the successor Owner Trustee all such rights, powers, duties and
obligations.

          (b) No successor Owner Trustee may accept appointment as provided in
this Section 9.3 unless, at the time of such acceptance, such successor Owner
Trustee is eligible pursuant to Section 9.1.

          (c) Upon the acceptance of appointment by a successor Owner Trustee
pursuant to this Section 9.3, the Administrator will notify the Depositor, the
Indenture Trustee, the Noteholders and the Rating Agencies of such successor
Owner Trustee.

          (d) Any successor Owner Trustee appointed under this Agreement will
promptly file a certificate of amendment to the Certificate of Trust with the
Secretary of State of the State of Delaware identifying the name and principal
place of business of such successor Owner Trustee in the State of Delaware. The
successor Owner Trustee will deliver a file-stamped copy of such certificate of
amendment to the Administrator promptly upon such document becoming available
following such filing.


                                       20

<PAGE>

     Section 9.4 Merger or Consolidation of the Owner Trustee. Any Person (a)
into which the Owner Trustee may be merged or converted or with which it may be
consolidated, (b) resulting from any merger, conversion or consolidation to
which the Owner Trustee is a party or (c) succeeding to all or substantially all
of the corporate trust business of the Owner Trustee will, provided such
corporation is eligible pursuant to Section 9.1, be the successor of the Owner
Trustee under this Agreement without the execution or filing of any document or
any further act (except as required under this Section 9.4), provided that the
Owner Trustee (i) notifies the Rating Agencies of such merger or consolidation
within 15 Business Days of such event and (ii) files a certificate of amendment
to the Certificate of Trust as required by Section 9.3(d).

     Section 9.5 Appointment of Separate Trustee or Co-Trustee.

          (a) Notwithstanding any other provision of this Agreement, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Property or any Financed Vehicle may be located, the Administrator
and the Owner Trustee acting jointly will have the power and will execute and
deliver all instruments to appoint one or more Persons approved by the Owner
Trustee to act as a separate trustee or as separate trustees, or as co-trustee,
jointly with the Owner Trustee, of all or any part of the Issuer, and to vest in
such Person, in such capacity, such title to the Trust Property, or any part
thereof, and, subject to this Section 9.5, such powers, duties, obligations,
rights and trusts as the Administrator and the Owner Trustee consider necessary
or desirable. If the Administrator has not joined in such appointment within 15
Business Days of its receipt of a request so to do, the Owner Trustee will have
the power to make such appointment. No separate trustee or co-trustee under this
Agreement will be required to meet the terms of eligibility as a successor
trustee pursuant to Section 9.1 and no notice of the appointment of any separate
trustee or co-trustee is required.

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

               (i) all rights, powers, duties, and obligations conferred or
          imposed upon the Owner Trustee will 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 is 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 Property or any portion
          thereof in any such jurisdiction) may 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 will 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
          accept the resignation of or remove any separate trustee or
          co-trustee.


                                       21

<PAGE>

          (c) Any notice, request or other writing given to the Owner Trustee
will 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 must refer to this Agreement and
the conditions of this Article IX. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, will be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Owner Trustee or separately, as may be provided in such instrument, subject to
this Agreement. The Owner Trustee will keep a copy of each such instrument in
its files and will deliver a copy of each such instrument to the Administrator.

          (d) Any separate trustee or co-trustee may 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
dies, becomes incapable of acting, resigns or is removed, all of its estates,
properties, rights, remedies and trusts will vest in and be exercised by the
Owner Trustee, to the extent permitted by law, without the appointment of a new
or successor trustee.

     Section 9.6 Compliance with Delaware Statutory Trust Act. Notwithstanding
anything in this Agreement to the contrary, the Issuer must have at least one
trustee that meets the requirements of Section 3807(a) of the Delaware Statutory
Trust Act.

                                    ARTICLE X
                                  MISCELLANEOUS

     Section 10.1 Supplements and Amendments.

          (a) This Agreement may be amended by the holder of the Residual
Interest and the Owner Trustee, with prior notice to the Rating Agencies,
without the consent of any of the Noteholders, for the purpose of curing any
ambiguity or correcting or supplementing any provisions in this Agreement
inconsistent with any other provision of this Agreement.

          (b) This Agreement may be amended by the holder of the Residual
Interest and the Owner Trustee, with prior notice to the Rating Agencies,
without the consent of any of the Noteholders, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or issuing securities in exchange for all or a portion of the
Residual Interest, subject to the following conditions:

               (i) such holder delivers an Opinion of Counsel to the Indenture
          Trustee and the Owner Trustee to the effect that such amendment will
          not adversely affect in any material respect the interest of any
          Noteholder;

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


                                       22

<PAGE>

               (iii) such holder either delivers to the Indenture Trustee and
          the Owner Trustee (A) an Opinion of Counsel to the effect that, after
          giving effect to such amendment, there will be no withholding imposed
          under Sections 1441 or 1442 of the Code in respect of payments on any
          additional security or that the withholding tax imposed will be no
          greater than the withholding tax imposed prior to such amendment or
          (B) an Officer's Certificate that states withholding is applicable to
          payments on any such additional securities, the rate of withholding
          tax required on such payments, and that such amounts will be withheld
          and remitted to the Internal Revenue Service in satisfaction of the
          requirements of Sections 1441 and 1442 of the Code.

          (c) This Agreement also may be amended by the holder of the Residual
Interest and the Owner Trustee for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement
with prior notice to the Rating Agencies, subject to the following conditions:

               (i) (A) the Indenture Trustee, to the extent that its rights or
          obligations would be affected by such amendment consents (which
          consent may not be unreasonably withheld, delayed or conditioned) and
          (B) the Noteholders of at least a majority of the Note Balance of the
          Notes Outstanding consent to such amendment; and

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

               (iii) such holder either delivers to the Indenture Trustee and
          the Owner Trustee (A) an Opinion of Counsel to the effect that, after
          giving effect to such amendment, there will be no withholding imposed
          under Sections 1441 or 1442 of the Code in respect of payments on any
          additional security as a result of such amendment or that the
          withholding tax imposed will be no greater than the withholding tax
          imposed prior to such amendment or (B) an Officer's Certificate that
          states withholding is applicable to payments on any such additional
          securities, the rate of withholding tax required on such amounts, and
          that such withheld amounts are required to be remitted to the Internal
          Revenue Service in satisfaction of the requirements of Sections 1441
          and 1442 of the Code.

          However, no amendment may (A) increase or reduce 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 Secured Parties or (B) reduce the percentage of the
Note Balance of the Notes Outstanding required to consent to any such amendment,
in each case, without the consent of all affected Noteholders.


                                       23

<PAGE>

          (d) Promptly after the execution of any such amendment or consent, the
Owner Trustee will notify the Indenture Trustee of the substance of such
amendment or consent.

          (e) If the consent of the Noteholders or the Indenture Trustee is
required under this Section 10.1, they do not need to approve the particular
form of any proposed amendment or consent so long as their consent approves the
substance of the proposed amendment or consent. The manner of obtaining such
consents will be subject to such reasonable requirements as the Owner Trustee
may prescribe.

          (f) Promptly after the execution of any certificate of amendment to
the Certificate of Trust, the Owner Trustee will cause such amendment to be
filed with the Secretary of State of the State of Delaware. The Owner Trustee
will deliver a file-stamped copy of such certificate of amendment to the
Administrator promptly upon such document becoming available following such
filing.

          (g) Before the execution of any amendment to this Agreement or
certificate of amendment to the Certificate of Trust, the Owner Trustee will be
entitled to receive and rely upon an Opinion of Counsel delivered by the holder
of the Residual Interest to the effect that the execution of such amendment or
certificate of amendment, as applicable, is authorized or permitted by this
Agreement. The Owner Trustee may enter into any such amendment or certificate of
amendment that affects the Owner Trustee's own rights, duties or immunities
under this Agreement or otherwise.

          (h) In connection with the execution of any amendment to this
Agreement or any amendment to any other agreement to which the Issuer is a
party, the Owner Trustee will be entitled to receive and rely upon an Opinion of
Counsel delivered by the holder of the Residual Interest 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 Issuer or the Owner Trustee, as the case may be, have been
satisfied.

     Section 10.2 No Legal Title to Trust Property in the Holder of the Residual
Interest. The holder of the Residual Interest has no legal title to any part of
the Trust Property. The holder of the Residual Interest is entitled to receive
distributions with respect to its Residual Interest only in accordance with
Article VIII of the Indenture. No transfer, by operation of law or otherwise, of
any right, title, or interest of the Depositor to and in the Residual Interest
in the Trust Property will operate to terminate this Agreement or the trusts
under this Agreement or entitle any transferee to an accounting or to the
transfer to it of legal title to any part of the Trust Property.

     Section 10.3 Limitation on Rights of Others. Except for Sections 2.6, 7.2
and 10.1, this Agreement is solely for the benefit of the Owner Trustee, the
Depositor, the Administrator, the Servicer, the holder of the Residual Interest
and, to the extent provided in this Agreement, the Indenture Trustee and the
Secured Parties, and nothing in this Agreement (other than Section 2.6), whether
express or implied, will be construed to give to any other Person any legal or
equitable right, remedy or claim in the Trust Property or under or in respect of
this Agreement or any covenants, conditions or provisions contained in this
Agreement.


                                       24

<PAGE>

     Section 10.4 Notices.

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

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

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

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

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

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

          (b) Notices to the Owner Trustee will be addressed to its Corporate
Trust Office or to such other address designated by the Owner Trustee by notice
to the Depositor.

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

     Section 10.5 GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.

     Section 10.6 WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

     Section 10.7 Severability. If any of the covenants, agreements or terms of
this Agreement is held invalid, illegal or unenforceable, then it will be deemed
severable from the remaining covenants, agreements or terms of this Agreement
and will in no way affect the validity, legality or enforceability of the
remaining Agreement or of the Notes or the rights of the Noteholders.


                                       25

<PAGE>

     Section 10.8 Counterparts. This Agreement may be executed in any number of
counterparts. Each counterpart will be an original, and all counterparts will
together constitute one and the same instrument.

     Section 10.9 Headings. The headings in this Agreement are included for
convenience only and will not affect the meaning or interpretation of this
Agreement.

     Section 10.10 No Petition. The Owner Trustee (not in its individual
capacity but solely as Owner Trustee), by entering into this Agreement,
covenants and agrees that, before the date that is 1 year and 1 day after the
payment in full of all securities issued by the Depositor or the Issuer, it will
not institute against, or join any other Person in instituting against, the
Depositor or the Issuer any bankruptcy, reorganization, arrangement, insolvency
or liquidation proceedings or other proceedings under any federal or State
bankruptcy or similar law in connection with any obligations relating to the
Notes, this Agreement or any of the Basic Documents. This Section 10.10 will
survive the resignation or removal of the Owner Trustee under this Agreement and
the termination of this Agreement.


                                       26

<PAGE>

EXECUTED BY:

                                        FORD CREDIT AUTO RECEIVABLES TWO LLC,
                                        as Depositor


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        U.S BANK TRUST, NATIONAL ASSOCIATION,
                                        as Owner Trustee


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

<PAGE>

                                                                       EXHIBIT A

                          FORM OF CERTIFICATE OF TRUST

                  AMENDED AND RESTATED CERTIFICATE OF TRUST OF
                       FORD CREDIT AUTO OWNER TRUST 2006-X

          This Amended and Restated Certificate of Trust of Ford Credit Auto
Owner Trust 2006-X (the "Trust") is being duly executed and filed by U.S. Bank
Trust, National Association, as owner trustee (the "Owner Trustee"), to form a
statutory trust under the Delaware Statutory Trust Act (12 Delaware Code,
Section 3801 et seq.) (the "I").

          1. Name. The name of the statutory trust formed hereby is Ford Credit
Auto Owner Trust 2006-X.

          2. Owner Trustee. The name and business address of the sole trustee of
the Issuer in the State of Delaware is U.S Bank Trust, National Association,
1209 Orange Street, Wilmington, Delaware 19801.

          3. Effective Date. This Amended and Restated Certificate of Trust will
be effective upon filing.


                                      A-1

<PAGE>

          The undersigned, being the sole trustee of the Issuer, have executed
this Amended and Restated Certificate of Trust as of the date first above
written in accordance with Section 3811(a)(2) of the Act.

                                        U.S. Bank Trust,
                                        NATIONAL ASSOCIATION,
                                        not in its individual capacity but
                                        solely as Owner Trustee under an Amended
                                        and Restated Trust Agreement dated as
                                        of [_______, 2006]


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                      A-2