Exhibit 4.2









                              AMENDED AND RESTATED

                                 TRUST AGREEMENT

                                     between

                      FORD CREDIT AUTO RECEIVABLES TWO LLC

                                  as Depositor

                                       and

                           WACHOVIA BANK OF DELAWARE,
                              NATIONAL ASSOCIATION

                                as Owner Trustee



                            Dated as of March 1, 2003








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                                TABLE OF CONTENTS


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                                                                                                  Page


                                   ARTICLE I

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

                                   ARTICLE II

ORGANIZATION OF THE TRUST...........................................................................2
SECTION 2.1  Name...................................................................................2
SECTION 2.2  Office.................................................................................2
SECTION 2.3  Purposes and Powers....................................................................2
SECTION 2.4  Appointment of Owner Trustee...........................................................3
SECTION 2.5  Capital Contribution of Owner Trust Estate.............................................3
SECTION 2.6  Declaration of Trust...................................................................3
SECTION 2.7  Liability of the Depositor.............................................................4
SECTION 2.8  Title to Trust Property................................................................5
SECTION 2.9  Situs of Trust.........................................................................5
SECTION 2.10  Representations and Warranties of the Depositor.......................................6
SECTION 2.11  Federal Income Tax Matters............................................................7

                                  ARTICLE III

TRUST CERTIFICATES AND TRANSFER OF INTERESTS........................................................9
SECTION 3.1  Initial Beneficial Ownership...........................................................9
SECTION 3.2  Capital Accounts.......................................................................9
SECTION 3.3  The Certificates......................................................................10
SECTION 3.4  Authentication of Certificates........................................................10
SECTION 3.5  Registration of Certificates; Transfer and Exchange of Certificates...................11
SECTION 3.6  Mutilated, Destroyed, Lost or Stolen Certificates.....................................16
SECTION 3.7  Persons Deemed Owners of Certificates.................................................17
SECTION 3.8  Access to List of Certificateholders' Names and Addresses.............................17
SECTION 3.9  Maintenance of Office or Agency.......................................................17
SECTION 3.10  Appointment of Certificate Paying Agent..............................................18
SECTION 3.11  Certain Rights of Depositor..........................................................18

                                   ARTICLE IV

ACTIONS BY OWNER TRUSTEE...........................................................................19
SECTION 4.1  Prior Notice to Certificateholders with Respect to Certain Matters....................19
SECTION 4.2  Action by Certificateholders with Respect to Certain Matters..........................20
SECTION 4.3  Action by Certificateholders with Respect to Bankruptcy...............................20
SECTION 4.4  Restrictions on Certificateholders' Power.............................................20
SECTION 4.5  Majority Control......................................................................21

                                   ARTICLE V

APPLICATION OF TRUST FUNDS; CERTAIN DUTIES.........................................................21
SECTION 5.1  Establishment of Certificate Distribution Account.....................................21
SECTION 5.2  Application of Trust Funds............................................................22
SECTION 5.3  Method of Payment.....................................................................23
SECTION 5.4  No Segregation of Monies; No Interest.................................................23
SECTION 5.5  Accounting and Reports to Noteholders, Certificateholders, Internal Revenue
             Service and Others....................................................................24
SECTION 5.6  Signature on Returns; Tax Matters Partner.............................................24

                                   ARTICLE VI

AUTHORITY AND DUTIES OF OWNER TRUSTEE..............................................................25
SECTION 6.1  General Authority.....................................................................25
SECTION 6.2  General Duties........................................................................25
SECTION 6.3  Action upon Instruction...............................................................26
SECTION 6.4  No Duties Except as Specified in this Agreement or in Instructions....................27
SECTION 6.5  No Action Except Under Specified Documents or Instructions............................27
SECTION 6.6  Restrictions..........................................................................27
SECTION 6.7  Sarbanes Oxley........................................................................28

                                  ARTICLE VII

REGARDING THE OWNER TRUSTEE........................................................................28
SECTION 7.1  Acceptance of Trusts and Duties.......................................................28
SECTION 7.2  Furnishing of Documents...............................................................30
SECTION 7.3  Representations and Warranties........................................................30
SECTION 7.4  Reliance; Advice of Counsel...........................................................30
SECTION 7.5  Not Acting in Individual Capacity.....................................................31
SECTION 7.6  Owner Trustee Not Liable for Certificates or Receivables..............................31
SECTION 7.7  The Bank May Own Securities...........................................................32

                                  ARTICLE VIII


COMPENSATION AND INDEMNITY OF OWNER TRUSTEE........................................................32
SECTION 8.1  Owner Trustee's Fees and Expenses.....................................................32
SECTION 8.2  Indemnification.......................................................................32
SECTION 8.3  Payments to the Owner Trustee.........................................................34

                                   ARTICLE IX

TERMINATION........................................................................................34
SECTION 9.1  Termination of Trust Agreement........................................................34
SECTION 9.2  Prepayment of Certificates............................................................35

                                   ARTICLE X

SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES.............................................37
SECTION 10.1  Eligibility Requirements for Owner Trustee...........................................37
SECTION 10.2  Resignation or Removal of Owner Trustee..............................................37
SECTION 10.3  Successor Owner Trustee..............................................................38
SECTION 10.4  Merger or Consolidation of Owner Trustee.............................................39
                Appointment of Co-Trustee or Separate Trustee......................................39
SECTION 10.6  Compliance with Delaware Statutory Trust Act.........................................41

                                   ARTICLE XI

MISCELLANEOUS......................................................................................41
SECTION 11.1  Supplements and Amendments...........................................................41
SECTION 11.2  No Legal Title to Owner Trust Estate in Certificateholders...........................43
SECTION 11.3  Limitation on Rights of Others.......................................................44
SECTION 11.4  Notices..............................................................................44
SECTION 11.5  Severability.........................................................................44
SECTION 11.6  Separate Counterparts................................................................44
SECTION 11.7  Successors and Assigns...............................................................45
SECTION 11.8  No Petition..........................................................................45
SECTION 11.9  No Recourse..........................................................................45
SECTION 11.10  Headings............................................................................45
SECTION 11.11  Governing Law.......................................................................45
SECTION 11.12  Sale and Servicing Agreement Obligations............................................45

CLASS D CERTIFICATE...............................................................................A-1

EXHIBIT B

FORM OF INVESTMENT LETTER

QUALIFIED INSTITUTIONAL BUYER.....................................................................B-1

EXHIBIT C

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

EXHIBIT D

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

EXHIBIT E.........................................................................................E-1

APPENDIX A

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


</TABLE>

<PAGE>

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

                  WHEREAS, the parties hereto intend to amend and restate that
certain interim Trust Agreement, dated as of January 1, 2003, among the
Depositor, the Owner Trustee and the other parties, signatories thereto, on the
terms and conditions hereinafter set forth;

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


                                   ARTICLE I

                              DEFINITIONS AND USAGE


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




<PAGE>


                                   ARTICLE II

                            ORGANIZATION OF THE TRUST


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


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


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


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


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


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


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


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


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


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


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


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

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


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


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


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


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


(c) The Depositor's obligations under this Section 2.7 are obligations solely of
the Depositor and shall not constitute a claim against the Depositor to the
extent that the Depositor does not have funds sufficient to make payment of such
obligations. In furtherance of and not in derogation of the foregoing, the Owner
Trustee, by entering into or accepting this agreement, acknowledges and agrees
that it shall have no right, title or interest in or to the Other Assets of the
Depositor. To the extent that, notwithstanding the agreements and provisions
contained in the preceding sentence, the Owner Trustee either (i) asserts an
interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have
any such interest, claim to, or benefit in or from Other Assets, whether by
operation of law, legal process, pursuant to applicable provisions of insolvency
laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code
or any successor provision having similar effect under the Bankruptcy Code),
then the Owner Trustee further acknowledges and agrees that any such interest,
claim or benefit in or from Other Assets is and shall be expressly subordinated
to the indefeasible payment in full, which, under the terms of the relevant
documents relating to the securitization or conveyance of such Other Assets, are
entitled to be paid from, entitled to the benefits of, or otherwise secured by
such Other Assets (whether or not any such entitlement or security interest is
legally perfected or otherwise entitled to a priority of distributions or
application under applicable law, including insolvency laws, and whether or not
asserted against the Depositor), including the payment of post-petition interest
on such other obligations and liabilities. This subordination agreement shall be
deemed a subordination agreement within the meaning of Section 510(a) of the
Bankruptcy Code. The Indenture Trustee and Owner Trustee each further
acknowledges and agrees that no adequate remedy at law exists for a breach of
this Section 2.7 and the terms of this Section 2.7 may be enforced by an action
for specific performance. The provisions of this Section 2.7 shall be for the
third party benefit of those entitled to rely thereon and shall survive the
termination of this Agreement.


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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

<PAGE>





                  TRUST CERTIFICATES AND TRANSFER OF INTERESTS


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


Section 3.2 Capital Accounts. This Section 3.2 will apply only if either (i) the
Certificates are held by more than one beneficial owner; (ii) the Certificates
and the right to receive Reserve Account releases and/or other excess spread are
held by persons that constitute more than one taxpayer for U.S. federal income
tax purposes or (iii) any Recharacterized Class, as defined in Section 2.11
hereof, exists

(a) The Owner Trustee shall establish and maintain a separate bookkeeping
account (a "Capital Account") for the Depositor and each Certificateholder. The
initial balance of the Capital Account for (i) each Certificateholder shall be
the amount initially paid for such Certificateholder's Certificates and (ii) the
Depositor shall be (x) the fair market value of the Receivables minus (y) the
proceeds of the sale of Notes net of the Reserve Initial Deposit. The Capital
Account of the Depositor or each Certificateholder shall also be increased by
(i) the dollar amount of any additional cash contributions made by the Depositor
or such Certificateholder, as the case may be, (ii) the fair market value of any
property (other than cash) contributed to the Trust by the Depositor or such
Certificateholder, as the case may be (net of any liabilities to which the
property is subject), and (iii) allocations to the Depositor or such
Certificateholder, as the case may be, of income and gain (including income
exempt from tax). The Capital Account of the Depositor or each Certificateholder
shall be decreased by (i) the dollar amount of any cash distributions made to
the Depositor or such Certificateholder, as the case may be, (ii) the fair
market value of any property (other than cash) distributed to the Depositor or
such Certificateholder, as the case may be (net of any liabilities to which the
property is subject), (iii) allocations to the Depositor or such
Certificateholder, as the case may be, of loss or deductions (or items thereof),
and (iv) any allocations of expenditures of the Trust described in Section
705(a)(2)(B) of the Code.


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


Section 3.3 The Certificates. (a) The Class D Certificates in aggregate
principal amount of $54,165,000 shall be issued to the Depositor in one or more
registered, definitive, physical certificates, in the form set forth in Exhibit
A in denominations of at least $20,000 and in integral multiples of $1,000 in
excess thereof. No Certificate may be sold, transferred, assigned, participated,
pledged, or otherwise disposed of (any such act, a "Transfer") to any Person
except in accordance with the provisions of Section 3.5, and any attempted
Transfer in violation of Section 3.5 shall be null and void (each a "Void
Transfer"). In addition, the Depositor covenants and agrees that it will not
Transfer the Class D Certificates unless it shall have delivered an Opinion of
Counsel to the Owner Trustee that (i) such Transfer shall not cause the Trust to
be classified as an association (or publicly traded partnership) taxable as a
corporation and (ii) such Transfer shall not cause the Trust to be subject to
the Michigan Single Business Tax or any other entity level tax imposed by the
State of Michigan.


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


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


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


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


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


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

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

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


(ii)     It is either:


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

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

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

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


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


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

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

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


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


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


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


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


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

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


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

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

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

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


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


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


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


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


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


                                   ARTICLE IV

                            ACTIONS BY OWNER TRUSTEE


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


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


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


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


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


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


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


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


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

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


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



                                   ARTICLE V

                   APPLICATION OF TRUST FUNDS; CERTAIN DUTIES


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


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


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


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


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


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


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


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


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


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


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


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


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


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


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







<PAGE>



                                   ARTICLE VI

                      AUTHORITY AND DUTIES OF OWNER TRUSTEE


Section 6.1 General Authority. The Owner Trustee is authorized and directed to
execute and deliver on behalf of the Trust the Basic Documents to which the
Trust is to be a party and each certificate or other document attached as an
exhibit to or contemplated by the Basic Documents to which the Trust is to be a
party and any amendment or other agreement, in each case, in such form as the
Depositor shall approve, as evidenced conclusively by the Owner Trustee's
execution thereof and the Depositor's execution of this Agreement, and to direct
the Indenture Trustee to authenticate and deliver (i) Class A-1 Notes in the
aggregate principal amount of $475,000,000, (ii) Class A-2a Notes in the
aggregate principal amount of $500,000,000 (iii) Class A-2b Notes in the
aggregate principal amount of $500,000,000, (iv) Class A-3a Notes in the
aggregate principal amount of $317,000,000, (v) Class A-3b Notes in the
aggregate principal amount of $553,000,000, (vi) Class A-4 Notes in the
aggregate principal amount of $227,250,000, (vii) Class B-1 Notes in the
aggregate principal amount of $40,612,000 (viii) Class B-2 Notes in the
aggregate principal amount of $40,613,000 and (ix) Class C Notes in the
aggregate principal amount of $54,165,000. In addition to the foregoing, the
Owner Trustee is authorized to take all actions required of the Trust pursuant
to the Basic Documents. The Owner Trustee is further authorized from time to
time to take such action on behalf of the Trust as is permitted by the Basic
Documents and which the Servicer or the Administrator directs with respect to
the Basic Documents, except to the extent that this Agreement expressly requires
the consent of Certificateholders for such action..


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


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


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


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


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


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


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


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


Section 6.7 Sarbanes Oxley. Notwithstanding anything to the contrary herein or
in any other document, the Owner Trustee shall not be required to execute,
deliver or certify on behalf of the Trust, the Servicer, the Depositor or any
other Person any filings, certificates, affidavits or other instruments required
by the SEC or required under the Sarbanes-Oxley Act of 2002; provided, however,
that the entity executing, delivering or certifying such filings, certificates,
affidavits or other instruments required by the SEC or required under the
Sarbanes-Oxley Act of 2002 may at its option request such subcertifications from
the Owner Trustee as it may deem necessary from time to time to provide such
certifications and the Owner Trustee shall reasonably comply with such request.
Notwithstanding any Person's right to instruct the Owner Trustee, neither the
Owner Trustee nor any agent, employee, director or officer of the Owner Trustee
shall have any obligation to execute any certificates or other documents
required by the SEC or required pursuant to the Sarbanes-Oxley Act of 2002 or
the rules and regulations promulgated thereunder, and the refusal to comply with
any such instructions shall not constitute a default or breach under this
Agreement or any other document in connection herewith.




                                  ARTICLE VII

                           REGARDING THE OWNER TRUSTEE


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

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


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


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


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


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


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


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


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


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


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

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


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


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


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


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


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



                                  ARTICLE VIII

                   COMPENSATION AND INDEMNITY OF OWNER TRUSTEE


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


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


(b) The Depositor's obligations under this Section 8.2 are obligations solely of
the Depositor and shall not constitute a claim against the Depositor to the
extent that the Depositor does not have funds sufficient to make payment of such
obligations. In furtherance of and not in derogation of the foregoing, the
Indemnified Parties acknowledge and agree that they shall have no right, title
or interest in or to the Other Assets of the Depositor. To the extent that,
notwithstanding the agreements and provisions contained in the preceding
sentence, any Indemnified Party (i) asserts an interest or claim to, or benefit
from, Other Assets, or (ii) is deemed to have any such interest, claim to, or
benefit in or from Other Assets, whether by operation of law, legal process,
pursuant to applicable provisions of insolvency laws or otherwise (including by
virtue of Section 1111(b) of the Bankruptcy Code or any successor provision
having similar effect under the Bankruptcy Code), then such Indemnified Party
further acknowledges and agrees that any such interest, claim or benefit in or
from Other Assets is and shall be expressly subordinated to the indefeasible
payment in full, which, under the terms of the relevant documents relating to
the securitization or conveyance of such Other Assets, are entitled to be paid
from, entitled to the benefits of, or otherwise secured by such Other Assets
(whether or not any such entitlement or security interest is legally perfected
or otherwise entitled to a priority of distributions or application under
applicable law, including insolvency laws, and whether or not asserted against
the Depositor), including the payment of post-petition interest on such other
obligations and liabilities. This subordination agreement shall be deemed a
subordination agreement within the meaning of Section 510(a) of the Bankruptcy
Code. Each Indemnified Party further acknowledges and agrees that no adequate
remedy at law exists for a breach of this Section 8.2(b) and the terms of this
Section 8.2(b) may be enforced by an action for specific performance. The
provision of this Section 8.2(b) shall be for the third party benefit of those
entitled to rely thereon and shall survive the termination of this Agreement.



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






                                   ARTICLE IX

                                   TERMINATION


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


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


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


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



<PAGE>



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


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


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


                  All notices of purchase shall state:

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


(ii)     the Certificate Prepayment Amount; and


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



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

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



                                   ARTICLE X

             SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES


Section 10.1      Eligibility Requirements for Owner Trustee.


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


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


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


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


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


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


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


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


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

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


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


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


(i)  all rights,  powers,  duties, and obligations conferred or imposed upon the
     Owner  Trustee  shall be conferred  upon and  exercised or performed by the
     Owner  Trustee and such separate  trustee or  co-trustee  jointly (it being
     understood  that such separate  trustee or co-trustee is not  authorized to
     act separately  without the Owner Trustee  joining in such act),  except to
     the extent that under any law of any  jurisdiction  in which any particular
     act or acts are to be performed,  the Owner Trustee shall be incompetent or
     unqualified  to  perform  such act or acts,  in which  event  such  rights,
     powers,  duties,  and  obligations  (including  the holding of title to the
     Trust or any portion thereof in any such  jurisdiction)  shall be exercised
     and performed singly by such separate trustee or co-trustee,  but solely at
     the direction of the Owner Trustee;

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

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


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


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


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



                                   ARTICLE XI

                                  MISCELLANEOUS


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


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


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


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


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


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


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



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



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


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


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


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


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



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


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


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


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


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


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



<PAGE>



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

                           FORD CREDIT AUTO RECEIVABLES TWO LLC, as Depositor



                                    By:__________________________
                                       Name: Stacy Thomas
                                       Title:  Assistant Secretary


                           WACHOVIA BANK OF DELAWARE,
                           NATIONAL ASSOCIATION,as Owner Trustee


                                    By:___________________________
                                       Name:
                                       Title:


<PAGE>


                                                                       EXHIBIT A

                               CLASS D CERTIFICATE

NUMBER                                                              $54,165,000
R-1

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

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

                       FORD CREDIT AUTO OWNER TRUST 2003-B

                     CLASS D 5.00% ASSET BACKED CERTIFICATE

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

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

                  THIS CERTIFIES THAT FORD CREDIT AUTO RECEIVABLES TWO LLC is
the registered owner of FIFTY FOUR MILLION ONE HUNDRED SIXTY FIVE THOUSAND
DOLLARS nonassessable, fully-paid, beneficial interest in Class D Certificates
of Ford Credit Auto Owner Trust 2003-B (the "Trust") formed by Ford Credit Auto
Receivables Two LLC, a Delaware limited liability company (the "Depositor"). The
Class D Certificates have an aggregate Initial Certificate Balance of
$54,165,000 and bear interest at a rate of 5.00% per annum (the "Class D Rate").

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

                  This Certificate is one of the duly authorized Certificates
designated as "Class D 5.00% Asset Backed Certificates" (herein called the
"Class D Certificates" or the "Certificates") are issued under and are subject
to the terms, provisions and conditions of the Trust Agreement, to which Trust
Agreement the Certificateholder of this Certificate by virtue of the acceptance
hereof assents and by which such Certificateholder is bound. Also issued under
the Indenture, dated as of March 1, 2003 (as from time to time amended,
supplemented or otherwise modified and in effect, the "Indenture"), between the
Trust and The Bank of New York, as indenture trustee (in such capacity, the
"Indenture Trustee"), are the Notes designated as "Class A-1 1.23875% Asset
Backed Notes", "Class A-2a 1.40% Asset Backed Notes", "Class A-2b Floating Rate
Asset Backed Notes", "Class A-3a 1.89% Asset Backed Notes", "Class A-3b Floating
Rate Asset Backed Notes", "Class A-4 2.41% Asset Backed Notes", "Class B-1 2.85%
Asset Backed Notes", "Class B-2 Floating Rate Asset Backed Notes" and "Class C
4.18% Asset Backed Notes" (collectively, the "Notes"). The property of the Trust
includes (i) pool of retail installment sale contracts, secured by new and used
automobiles and light duty trucks and certain rights and obligations thereunder
(the "Receivables"); (ii) with respect to Actuarial Receivables, all monies due
thereunder on or after the Cutoff Date and, with respect to Simple Interest
Receivables, all monies due or received thereunder on or after the Cutoff Date;
(iii) monies received prior to the Cutoff Date on the Receivables which were due
on or after the Cutoff Date and were not used to reduce the principal balance of
the Receivables; (iv) the security interests in the Financed Vehicles; (v)
rights to proceeds from claims on certain physical damage, credit life, credit
disability or other insurance policies, if any, covering Financed Vehicles or
Obligors; (vi) the Seller's rights to certain documents and instruments relating
to the Receivables; (vii) such amounts as from time to time may be held in one
or more accounts maintained pursuant to the Sale and Servicing Agreement, dated
as of March 1, 2003 (as from time to time amended, supplemented or otherwise
modified and in effect, the "Sale and Servicing Agreement"), by and among the
Trust, the Depositor, as seller (in such capacity, the "Seller"), and Ford Motor
Credit Company, as servicer (the "Servicer"), including the Reserve Account;
(viii) the Seller's rights under the Sale and Servicing Agreement; (ix) the
Seller's rights under the Purchase Agreement; (x) rebates of premiums and other
amounts relating to insurance policies and other items financed under the
Receivables in effect as of the Cutoff Date; (xi) security interests in any
other property securing each Receivable; (xii) the Issuer's rights under the
Interest Rate Swap Agreements; and (xiii) any and all proceeds of the foregoing.
The rights of the Trust in the foregoing property of the Trust have been pledged
to the Indenture Trustee to secure the payment of the Notes and payments to the
Swap Counterparties pursuant to the Interest Rate Swap Agreements.

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

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

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

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

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

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

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

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


<PAGE>



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

                                            FORD CREDIT AUTO OWNER TRUST 2003-B

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


                                            By:
                                                      Authorized Officer


                  OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated: March [  ], 2003

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

                                            By:
                                                     Authorized Officer


<PAGE>




                             REVERSE OF CERTIFICATE


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

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

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

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

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

                  The Class D Certificates may be acquired only by an entity
that is either: (a) not, and each account (if any) for which it is purchasing
the Class D Certificates is not (i) an employee benefit plan (as defined in
Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA")) that is subject to Title I of ERISA, (ii) a plan described in Section
4975(e)(1) of the Internal Revenue Code of 1986, as amended (the "Code") that is
subject to Section 4975 of the Code, (iii) a governmental plan, as defined in
Section 3(32) of ERISA, subject to any federal, State or local law which is, to
a material extent, similar to the provisions of Section 406 of ERISA or Section
4975 of the Code, (iv) an entity whose underlying assets include plan assets by
reason of a plan's investment in the entity (within the meaning of Department of
Labor Regulation 29 C.F.R. ss. 2510.3-101 or otherwise under ERISA) or (v) a
person investing "plan assets" of any such plan (including without limitation,
for purposes of this clause (v), an insurance company general account, but
excluding any entity registered under the Investment Company Act of 1940, as
amended); or (b) an insurance company acting on behalf of a general account and
(i) on the date of purchase less than 25% (or such lesser percentage as may be
determined by the Depositor) of the assets of such general account (as
reasonably determined by it) constitute "plan assets" for purposes of Title I of
ERISA and Section 4975 of the Code, (ii) the purchase and holding of such Class
D Certificates are eligible for exemptive relief under Sections (I) and (III) of
Prohibited Transaction Class Exemption 95-60, and (iii) the purchaser agrees
that if, after the purchaser's initial acquisition of the Class D Certificates,
at any time during any calendar quarter 25% (or such lesser percentage as may be
determined by the Depositor) or more of the assets of such general account (as
reasonably determined by it no less frequently than each calendar quarter)
constitute "plan assets" for purposes of Title I of ERISA or Section 4975 of the
Code and no exemption or exception from the prohibited transaction rules applies
to the continued holding of the Class D Certificates under Section 401(c) of
ERISA and the final regulations thereunder or under an exemption or regulation
issued by the United States Department of Labor under ERISA, it will dispose of
all Class D Certificates then held in its general account by the end of the next
following calendar quarter.

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

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


<PAGE>



                                   ASSIGNMENT


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



PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


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



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


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

Dated:



                                                                             */
                                                        Signature Guaranteed:
                                                                             */


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


<PAGE>



                                    EXHIBIT B

                            FORM OF INVESTMENT LETTER
                          QUALIFIED INSTITUTIONAL BUYER


                                                            Date

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

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

Ladies and Gentlemen:

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

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

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

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

         4. We are either:

                  (a) not, and each account (if any) for which we are purchasing
                  the Certificates is not (i) an employee benefit plan (as
                  defined in Section 3(3) of the Employee Retirement Income
                  Security Act of 1974, as amended ("ERISA")) that is subject to
                  Title I of ERISA, (ii) a plan described in Section 4975(e)(1)
                  of the Internal Revenue Code of 1986, as amended (the "Code")
                  that is subject to Section 4975 of the Code, (iii) a
                  governmental plan, as defined in Section 3(32) of ERISA,
                  subject to any federal, state or local law which is, to a
                  material extent, similar to the provisions of Section 406 of
                  ERISA or Section 4975 of the Code, (iv) an entity whose
                  underlying assets include plan assets by reason of a plan's
                  investment in the entity (within the meaning of Department of
                  Labor Regulation 29 C.F.R. Section 2510.3-101 or otherwise
                  under ERISA) or (v) a person investing "plan assets" of any
                  such plan (including without limitation, for purposes of this
                  clause (v), an insurance company general account, but
                  excluding an entity registered under the Investment Company
                  Act of 1940, as amended), or

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

         5. We are a person who is (A) a citizen or resident of the United
States, (B) a corporation or partnership organized in or under the laws of the
United States or any political subdivision thereof, (C) an estate the income of
which is includible in gross income for United States tax purposes, regardless
of its source, (D) a trust if a U.S. court is able to exercise primary
supervision over the administration of such trust and one or more persons
described in clause (A), (B), (C) or (E) of this paragraph 5 has the authority
to control all substantial decisions of the trust or (E) a person not described
in clauses (A) through (D) of this paragraph 5 whose ownership of the
Certificates is effectively connected with such person's conduct of a trade or
business within the United States (within the meaning of the Code) and who
provides the Trust and the Depositor with an IRS Form W-8ECI (and such other
certifications, representations, or opinions of counsel as may be requested by
the Trust or the Depositor).

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

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


                          Very truly yours,



                          By:__________________________
                          Name:
                          Title:


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


<PAGE>



                                                                       EXHIBIT C

                            FORM OF INVESTMENT LETTER
                        INSTITUTIONAL ACCREDITED INVESTOR


                                                             Date

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

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

Ladies and Gentlemen:

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

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

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

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

                  4. We are either:

                  (a) not, and each account (if any) for which we are purchasing
         the Certificates is not (i) an employee benefit plan (as defined in
         Section 3(3) of the Employee Retirement Income Security Act of 1974, as
         amended ("ERISA")) that is subject to Title I of ERISA, (ii) a plan
         described in Section 4975(e)(1) of the Internal Revenue Code of 1986,
         as amended (the "Code") that is subject to Section 4975 of the Code,
         (iii) a governmental plan, as defined in Section 3(32) of ERISA,
         subject to any federal, state or local law which is, to a material
         extent, similar to the provisions of Section 406 of ERISA or Section
         4975 of the Code, (iv) an entity whose underlying assets include plan
         assets by reason of a plan's investment in the entity (within the
         meaning of Department of Labor Regulation 29 C.F.R. Section 2510.3-101
         or otherwise under ERISA) or (v) a person investing "plan assets" of
         any such plan (including without limitation, for purposes of this
         clause (v), an insurance company general account, but excluding an
         entity registered under the Investment Company Act of 1940, as
         amended), or

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

                  5. We are a person who is (A) a citizen or resident of the
         United States, (B) a corporation or partnership organized in or under
         the laws of the United States or any political subdivision thereof, (c)
         an estate the income of which is includible in gross income for United
         States tax purposes, regardless of its source, (D) a trust if a U.S.
         court is able to exercise primary supervision over the administration
         of such trust and one or more persons described in clause (A), (B), (C)
         or (E) of this paragraph 5 has the authority to control all substantial
         decisions of the trust or (E) a person not described in clauses (A)
         through (D) of this paragraph 5 whose ownership of the Certificates is
         effectively connected with such person's conduct of a trade or business
         within the United States (within the meaning of the Code) and who
         provides the Trust and the Depositor with an IRS Form W-8ECI (and such
         other certifications, representations, or opinions of counsel as may be
         requested by the Trust or the Depositor).

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

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

                          Very truly yours,



                          By:__________________________
                          Name:
                          Title:


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


<PAGE>




                                                                       EXHIBIT D

                    FORM OF RULE 144A TRANSFEROR CERTIFICATE


                                                             Date

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


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

Ladies and Gentlemen:

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

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

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



<PAGE>



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

                                             Very truly yours,

                                             NAME OF HOLDER OF CERTIFICATES



                                             By:________________________
                                                Name:
                                                Title:



* authorized denomination


<PAGE>




                                                                       EXHIBIT E


                          FORM OF CERTIFICATE OF TRUST

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

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

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

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

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



<PAGE>




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


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

                                            By:_____________________________
                                                  Name:
                                                  Title:


<PAGE>





                                                                      APPENDIX A



                              Definitions and Usage