Exhibit 4.2

                                                                EXECUTION COPY
==============================================================================









                     AMENDED AND RESTATED TRUST AGREEMENT

                                    between

                            REGIONS ACCEPTANCE LLC,
                                 as Depositor


                                      and


               WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION,
                               as Owner Trustee


                         Dated as of November 7, 2003










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



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<TABLE>
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                                                 TABLE OF CONTENTS

                                                     ARTICLE I
                                                    DEFINITIONS

<S>            <C>                                                                                             <C>
Section 1.01.  Capitalized Terms.................................................................................1
Section 1.02.  Other Definitional Provisions.....................................................................3

                                                    ARTICLE II
                                                   ORGANIZATION

Section 2.01.  Name..............................................................................................4
Section 2.02.  Office............................................................................................4
Section 2.03.  Purposes and Powers...............................................................................4
Section 2.04.  Appointment of Owner Trustee......................................................................5
Section 2.05.  Initial Capital Contribution of Trust Estate......................................................5
Section 2.06.  Declaration of Trust..............................................................................5
Section 2.07.  [Reserved]........................................................................................6
Section 2.08.  Title to Trust Property...........................................................................6
Section 2.09.  Situs of Trust....................................................................................6
Section 2.10.  Representations, Warranties and Covenants of the Depositor........................................6
Section 2.11.  Federal Income Tax Allocations....................................................................7

                                                    ARTICLE III
                                   TRUST CERTIFICATES AND TRANSFER OF INTERESTS

Section 3.01.  Initial Ownership.................................................................................8
Section 3.02.  The Trust Certificates............................................................................8
Section 3.03.  Execution, Authentication and Delivery of Trust Certificates......................................8
Section 3.04.  Registration of Transfer and Exchange of Trust Certificates.......................................8
Section 3.05.  Mutilated, Destroyed, Lost or Stolen Trust Certificates..........................................10
Section 3.06.  Persons Deemed Owners............................................................................11
Section 3.07.  Access to List of Certificateholders' Names and Addresses........................................11
Section 3.08.  Maintenance of Office or Agency..................................................................11
Section 3.09.  Appointment of Paying Agent......................................................................12
Section 3.10.  Definitive Trust Certificates....................................................................12

                                                    ARTICLE IV
                                             ACTIONS BY OWNER TRUSTEE

Section 4.01.  Prior Notice with Respect to Certain Matters.....................................................12
Section 4.02.  Action by Certificateholders with Respect to Certain Matters.....................................14
Section 4.03.  Restrictions on Certificateholders' Power........................................................15
Section 4.04.  Majority Control.................................................................................15

                                                     ARTICLE V
                                    APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

Section 5.01.  Establishment of Trust Account...................................................................15
Section 5.02.  Application of Trust Funds.......................................................................16
Section 5.03.  Method of Payment................................................................................16
Section 5.04.  [Reserved].......................................................................................16


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Section 5.05.  Accounting and Reports to Certificateholders, the Internal Revenue Service and Others............16
Section 5.06.  Signature on Returns; Tax Matters Partner........................................................17

                                                    ARTICLE VI
                                       AUTHORITY AND DUTIES OF OWNER TRUSTEE

Section 6.01.  General Authority................................................................................17
Section 6.02.  General Duties...................................................................................17
Section 6.03.  Action upon Instruction..........................................................................18
Section 6.04.  No Duties Except as Specified in this Agreement or in Instructions...............................19
Section 6.05.  No Action Except Under Specified Documents or Instructions.......................................19
Section 6.06.  Restrictions.....................................................................................19

                                                    ARTICLE VII
                                           CONCERNING THE OWNER TRUSTEE

Section 7.01.  Acceptance of Trusts and Duties..................................................................19
Section 7.02.  Furnishing of Documents..........................................................................21
Section 7.03.  Representations and Warranties...................................................................21
Section 7.04.  Reliance; Advice of Counsel......................................................................21
Section 7.05.  Not Acting in Individual Capacity................................................................22
Section 7.06.  Owner Trustee Not Liable for Trust Certificates or for Receivables...............................22
Section 7.07.  Owner Trustee May Own Trust Certificates and Notes...............................................22
Section 7.08.  Doing Business in Other Jurisdictions............................................................23
Section 7.09.  Paying Agent; Authenticating Agent...............................................................23

                                                   ARTICLE VIII
                                           COMPENSATION OF OWNER TRUSTEE

Section 8.01.  Owner Trustee's Fees and Expenses................................................................23
Section 8.02.  Indemnification..................................................................................23
Section 8.03.  Payments to the Owner Trustee....................................................................24

                                                    ARTICLE IX
                                          TERMINATION OF TRUST AGREEMENT

Section 9.01.  Termination of Trust Agreement...................................................................24

                                                     ARTICLE X
                              SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

Section 10.01.  Eligibility Requirements for Owner Trustee......................................................25
Section 10.02.  Resignation or Removal of Owner Trustee.........................................................26
Section 10.03.  Successor Owner Trustee.........................................................................26
Section 10.04.  Merger or Consolidation of Owner Trustee........................................................27
Section 10.05.  Appointment of Co-Trustee or Separate Trustee...................................................27

                                                    ARTICLE XI
                                                   MISCELLANEOUS

Section 11.01.  Supplements and Amendments......................................................................28
Section 11.02.  No Legal Title to Trust Estate in Certificateholders............................................29


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Section 11.03.  Limitations on Rights of Others.................................................................29
Section 11.04.  Notices.........................................................................................30
Section 11.05.  Severability....................................................................................30
Section 11.06.  Separate Counterparts...........................................................................30
Section 11.07.  Successors and Assigns..........................................................................30
Section 11.08.  Covenants of the Depositor......................................................................30
Section 11.09.  No Petition.....................................................................................30
Section 11.10.  No Recourse.....................................................................................31
Section 11.11.  Headings........................................................................................31
Section 11.12.  GOVERNING LAW...................................................................................31
Section 11.13.  Trust Certificate Transfer Restrictions.........................................................31
Section 11.14.  Acceptance of Terms of Agreement................................................................32


Exhibit A  Form of Trust Certificate...........................................................................A-1
Exhibit B  Form of Transfer Certificate........................................................................B-1
Exhibit C  Form of Investment Letter...........................................................................C-1

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      This AMENDED AND RESTATED TRUST AGREEMENT, dated as of November 7, 2003,
is between REGIONS ACCEPTANCE LLC, a Delaware limited liability company, as
depositor (the "Depositor"), and WACHOVIA BANK OF DELAWARE, NATIONAL
ASSOCIATION, a national banking association, as owner trustee (the "Owner
Trustee").

      WHEREAS, the Owner Trustee and the Depositor entered into a Trust
Agreement dated as of October 28, 2003 (the "Original Trust Agreement"); and

      WHEREAS, the Original Trust Agreement is being amended and restated as
of November 7, 2003;

      NOW, THEREFORE, the Depositor and the Owner Trustee hereby agree that
the Original Trust Agreement shall be amended and restated as follows:

                                   ARTICLE I

                                  DEFINITIONS

      Section 1.01. Capitalized Terms. For all purposes of this Agreement, the
following terms shall have the meanings set forth below:

      "Administration Agreement" shall mean the Owner Trust Administration
Agreement dated as of November 7, 2003, among Wachovia Bank of Delaware,
National Association, as Owner Trustee of the Trust, Regions Bank, as Owner
Trust Administrator, and The Bank of New York, as Indenture Trustee, as the
same may be amended, supplemented or otherwise modified from time to time.

      "Agreement" shall mean this Amended and Restated Trust Agreement, as the
same may be amended, supplemented or otherwise modified from time to time.

      "Bankruptcy Action" shall have the meaning assigned to such term in
Section 4.01.

      "Benefit Plan" shall have the meaning assigned to such term in Section
11.13.

      "Certificate Distribution Account" shall have the meaning assigned to
such term in Section 5.01.

      "Certificate Register" and "Certificate Registrar" shall mean the
register mentioned in and the registrar appointed pursuant to Section 3.04.

      "Class A-1 Notes" shall mean the 1.1643% Asset Backed Notes, Class A-1,
issued pursuant to the Indenture.

      "Class A-2 Notes" shall mean the 1.63% Asset Backed Notes, Class A-2,
issued pursuant to the Indenture.

      "Class A-3 Notes" shall mean the 2.31% Asset Backed Notes, Class A-3,
issued pursuant to the Indenture.


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      "Class A-4 Notes" shall mean the 3.07% Asset Backed Notes, Class A-4,
issued pursuant to the Indenture.

      "Class B Notes" shall mean the 2.86% Asset Backed Notes, Class B, issued
pursuant to the Indenture.

      "Class C Notes" shall mean the 3.87% Asset Backed Notes, Class C, issued
pursuant to the Indenture.

      "Code" shall mean the Internal Revenue Code of 1986, as amended, and the
Treasury Regulations promulgated thereunder.

      "Corporate Trust Office" shall mean, with respect to the Owner Trustee,
the principal corporate trust office of the Owner Trustee located at One
Rodney Square, 920 King Street, Wilmington, Delaware 19801, Attention:
Corporate Trust Administration, or at such other address in the State of
Delaware as the Owner Trustee may designate by notice to the
Certificateholders and the Depositor, or the principal corporate trust office
of any successor Owner Trustee at the address (which shall be in the State of
Delaware) designated by such successor Owner Trustee by notice to the
Certificateholders and the Depositor.

      "Depositor" shall mean Regions Acceptance LLC, and its successors, in
its capacity as depositor hereunder.

      "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended.

      "Expenses" shall have the meaning assigned to such term in Section 8.02.

      "Indemnified Parties" shall have the meaning assigned to such term in
Section 8.02.

      "Indenture" shall mean the Indenture, dated as of November 7, 2003
between Wachovia Bank of Delaware, National Association, as Owner Trustee of
the Trust and The Bank of New York, as Indenture Trustee, as amended,
supplemented or otherwise modified from time to time.

      "Investment Letter" shall have the meaning assigned to such term in
Section 3.04.

      "Notes" shall mean the Class A-1 Notes, the Class A-2 Notes, the Class
A-3 Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes.

      "Original Trust Agreement" has the meaning set forth in the recitals.

      "Owner Trustee" shall mean Wachovia Bank of Delaware, National
Association, a national banking association, not in its individual capacity
but solely as owner trustee under this Agreement, and any successor Owner
Trustee hereunder.

      "Paying Agent" shall mean any paying agent or co-paying agent appointed
pursuant to Section 3.09 and shall initially be The Bank of New York.


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      "Percentage Interest" means, as to any Certificate, the percentage
interest, specified on the face thereof, in the distributions on the
Certificates pursuant to this Agreement.

      "Person" shall mean any individual, corporation, estate, partnership,
limited liability company, joint venture, association, joint stock company,
trust or business trust (including any beneficiary thereof), unincorporated
organization or government or any agency or political subdivision thereof.

      "Record Date" shall mean, with respect to any Payment Date, the last day
of the month preceding such Payment Date.

      "Regions Bank" means Regions Bank, an Alabama state banking corporation,
and its successors.

      "Sale and Servicing Agreement" shall mean the Sale and Servicing
Agreement dated as of November 7, 2003, among Wachovia Bank of Delaware,
National Association, as Owner Trustee of the Trust, as issuer, the Depositor,
Regions Bank, as seller, master servicer, custodian and administrator, and The
Bank of New York, as indenture trustee, as the same may be amended,
supplemented or otherwise modified from time to time.

      "Similar Law" shall mean any foreign, federal, state or local law with
provisions substantially similar to Title I of ERISA or Section 4975 of the
Code.

      "Treasury Regulations" shall mean regulations, including proposed or
temporary Regulations, promulgated under the Code. References herein to
specific provisions of proposed or temporary regulations shall include
analogous provisions of final Treasury Regulations or other successor Treasury
Regulations.

      "Trust" shall mean Regions Auto Receivables Trust 2003-2 formed by the
Original Trust Agreement.

      "Trust Certificate" shall mean a certificate evidencing the beneficial
interest of a Certificateholder in the Trust, substantially in the form
attached hereto as Exhibit A.

      "Trust Estate" shall mean all right, title and interest of the Trust in
and to the property and rights assigned to the Trust pursuant to Article II of
the Sale and Servicing Agreement, all funds on deposit from time to time in
the Trust Accounts and the Certificate Distribution Account, and all other
property of the Trust from time to time, including any rights of the Owner
Trustee and the Trust pursuant to the Sale and Servicing Agreement and the
Administration Agreement.

      Section 1.02.  Other Definitional Provisions.

           (a) Capitalized terms used and not otherwise defined herein have
the meanings assigned to them in the Sale and Servicing Agreement or, if not
defined therein, in the Indenture.


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           (b) All terms defined in this Agreement shall have the defined
meanings when used in any certificate or other document made or delivered
pursuant hereto unless otherwise defined therein.

           (c) As used in this Agreement and in any certificate or other
document made or delivered pursuant hereto or thereto, accounting terms not
defined in this Agreement or in any such certificate or other document, and
accounting terms partly defined in this Agreement or in any such certificate
or other document to the extent not defined, shall have the respective
meanings given to them under generally accepted accounting principles. To the
extent that the definitions of accounting terms in this Agreement or in any
such certificate or other document are inconsistent with the meanings of such
terms under generally accepted accounting principles, the definitions
contained in this Agreement or in any such certificate or other document shall
control.

           (d) The words "hereof," "herein," "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole
and not to any particular provision of this Agreement; Section and Exhibit
references contained in this Agreement are references to Sections and Exhibits
in or to this Agreement unless otherwise specified; "or" includes "and/or";
and the term "including" shall mean "including without limitation".

           (e) The definitions contained in this Agreement are applicable to
the singular and plural forms of such terms and to the masculine, feminine and
neuter genders of such terms.

           (f) Any agreement, instrument or statute defined or referred to
herein or in any instrument or certificate delivered in connection herewith
means such agreement, instrument or statute as from time to time amended,
modified or supplemented and includes (in the case of agreements or
instruments) references to all attachments thereto and instruments
incorporated therein; references to a Person are also to its permitted
successors and assigns.

                                  ARTICLE II

                                 ORGANIZATION

      Section 2.01. Name. The Trust heretofore created and continued hereby is
known as "Regions Auto Receivables Trust 2003-2," 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.

      Section 2.02. 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
Delaware as the Owner Trustee may designate by written notice to the
Certificateholders and the Depositor.

      Section 2.03. Purposes and Powers. The purpose of the Trust is to engage
in the following activities and the Owner Trustee acting on behalf of the
Trust shall have the power and authority:


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                  (a) to issue the Notes pursuant to the Indenture and the
      Trust Certificates pursuant to this Agreement and to sell the Notes and
      the Trust Certificates, in each case in accordance with the Basic
      Documents;

                  (b) with the proceeds of the sale of the Notes and the Trust
      Certificates, to purchase the Receivables, to fund the Reserve Account,
      to pay the organizational, start-up and transactional expenses of the
      Trust and to pay the balance of such proceeds to the Depositor pursuant
      to the Sale and Servicing Agreement;

                  (c) to assign, grant, transfer, pledge, mortgage and convey
      the Trust Estate pursuant to the Indenture and to hold, manage and
      distribute to the Certificateholders pursuant to the terms of the Sale
      and Servicing Agreement any portion of the Trust Estate released from
      the Lien of, and remitted to the Trust pursuant to, the Indenture;

                  (d) to enter into and perform its obligations under the
      Basic Documents to which it is to be a party (including, but not limited
      to, the Administration Agreement and the power of attorney contemplated
      thereby);

                  (e) 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

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

      The Owner Trustee acting on behalf of the Trust is hereby authorized to
engage in the foregoing activities. The Owner Trustee 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 Basic Documents.

      Section 2.04. 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 2.05. Initial Capital Contribution of Trust Estate. The
Depositor hereby sells, assigns, transfers, conveys and sets over to the Owner
Trustee, as of the date hereof, the sum of $1. The Owner Trustee hereby
acknowledges receipt in trust from the Depositor, as of the date hereof, of
the foregoing contribution, which shall constitute the initial Trust Estate
and shall be deposited in the Certificate Distribution Account. The Depositor
shall pay 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. No certificateholder shall
have any personal liability for any liability or obligation of the Trust or
the Owner Trustee.

      Section 2.06. Declaration of Trust. The Owner Trustee hereby declares
that it will hold the Trust Estate in trust upon and subject to the conditions
set forth herein for the use and benefit


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of the Certificateholders, subject to the obligations of the Trust under the
Basic Documents. It is the intention of the parties hereto that the Trust
constitute a common law trust under the law of the State of Delaware and that
this Agreement constitute the governing instrument of such trust. It is the
intention of the parties hereto that, solely for income and franchise tax
purposes, until the Trust Certificates are held by a Person other than the
Depositor, the Trust shall be disregarded as an entity separate from the
Depositor and the Notes will be characterized as debt. At such time that the
Trust Certificates are held by more than one Person, it is the intention of
the parties hereto that, solely for income and franchise tax purposes, the
Trust shall be treated as a partnership, with the assets of the partnership
being the Receivables and other assets held by the Trust, the partners of the
partnership being the Certificateholders, and the Notes being debt of the
partnership. The Depositor and the Certificateholders by acceptance of a Trust
Certificate agree to such treatment and agree to take no action inconsistent
with such treatment. The parties agree that, unless otherwise required by
appropriate tax authorities, the Trust will not file or cause to be filed
annual or other returns, reports and other forms consistent with the
characterization of the Trust as an entity separate from its owner unless and
until the Trust Certificates are held by more than one Person.

      Section 2.07.  [Reserved].

      Section 2.08. Title to Trust Property. Legal title to all the Trust
Estate shall be vested at all times in the Owner Trustee on behalf of the
Trust (subject to the Lien created by the Indenture).

      Section 2.09. Situs of Trust. The Trust will be located in the State of
Delaware and administered in the State of Delaware or the State of Alabama.
All bank accounts maintained by the Owner Trustee on behalf of the Trust shall
be located in the State of Delaware or the State of New York. The Trust shall
not have any employees; provided, however, that nothing herein shall restrict
or prohibit the Owner Trustee from having employees within or without the
State of Delaware. Payments will be received by the Trust only in Delaware or
New York, and payments will be made by the Trust only from Delaware or New
York. The only office of the Trust will be at the Corporate Trust Office in
the State of Delaware.

      Section 2.10. Representations, Warranties and Covenants 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 its 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; the Depositor has
      full power and authority to


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      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 by all necessary limited liability
      company action; and the execution, delivery and performance of this
      Agreement have been duly authorized by the Depositor by all necessary
      limited liability company action.

                  (d) The Depositor has duly executed and delivered this
      Agreement, and this Agreement constitutes a legal, valid and binding
      obligation of the Depositor, enforceable against the Depositor, in
      accordance with its terms.

                  (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) a default under,
      the limited liability company agreement or certificate of formation of
      the Depositor, 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
      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, (ii) seeking to prevent the consummation of any of the
      transactions contemplated by this Agreement or (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.

                  (g) The representations and warranties of the Depositor in
      Section 3.02 of the Sale and Servicing Agreement are true and correct.

      Section 2.11. Federal Income Tax Allocations. If there is more than one
beneficial owner of the Trust Certificates, net income of the Trust for any
month as determined for federal income tax purposes (and each item of income,
gain, loss and deduction entering into the computation thereof) shall be
allocated among the Certificateholders as of the first day following the
Record Date, in proportion to their percentage ownership interest of Trust
Certificates on the Record Date.

      If there is more than one beneficial owner of the Trust Certificates,
net losses of the Trust, if any, for any month as determined for federal
income tax purposes (and each item of income, gain, loss and deduction
entering into the computation thereof) shall be allocated among the
Certificateholders as of the first day following the Record Date, in
proportion to their percentage ownership interest of Trust Certificates on the
Record Date. If there is more than one beneficial owner of the Trust
Certificates, the Trust is authorized to modify the allocations in


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this paragraph if necessary or appropriate, in its sole discretion, for the
allocations to fairly reflect the economic income, gain or loss to the
Certificateholders, or as otherwise required by the Code.

                                  ARTICLE III

                 TRUST CERTIFICATES AND TRANSFER OF INTERESTS

      Section 3.01. Initial Ownership. Upon the formation of the Trust by the
execution of the Original Trust Agreement and until the issuance of the Trust
Certificates, the Depositor shall be the sole beneficial owner of the Trust.

      Section 3.02. The Trust Certificates. The Trust Certificates shall be
issued in minimum denominations of a one percent (1%) Percentage Interest in
the Trust. The Trust Certificates shall be executed by manual or facsimile
signature of an authorized officer of the Owner Trustee. Trust 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 Owner Trustee, shall be validly issued and entitled to the
benefit of this Agreement and shall be valid and binding obligations of the
Owner Trustee, notwithstanding that such individuals or any of them shall have
ceased to be so authorized prior to the authentication and delivery of such
Trust Certificates or did not hold such offices at the date of authentication
and delivery of such Trust Certificates.

      A transferee of a Trust Certificate, if any, shall become a
Certificateholder, shall become bound by this Agreement and shall be entitled
to the rights and subject to the obligations of a Certificateholder hereunder
upon such transferee's acceptance of a Trust Certificate duly registered in
such transferee's name pursuant to Section 3.04.

      Section 3.03. Execution, Authentication and Delivery of Trust
Certificates. On the Closing Date, the Owner Trustee shall cause the Trust
Certificates in an aggregate Percentage Interest equal to 100% to be executed
and authenticated by the Owner Trustee and delivered to or upon the written
order of the Depositor, without further action by the Depositor, in authorized
denominations. No Trust Certificate shall entitle its Holder to any benefit
under this Agreement or be valid for any purpose unless there shall appear on
such Trust Certificate a certificate of authentication substantially in the
form set forth in Exhibit A, executed by the Owner Trustee or The Bank of New
York, as the Owner Trustee's authenticating agent, by manual signature; such
authentication shall constitute conclusive evidence that such Trust
Certificate shall have been duly authenticated and delivered hereunder. All
Trust Certificates shall be dated the date of their authentication.

      When a Trust Certificate is duly executed and issued by the Owner
Trustee and duly authenticated in accordance with this Agreement, the Trust
Certificate will be fully paid, validly issued, nonassessable and entitled to
the benefits of this Agreement.

      Section 3.04. Registration of Transfer and Exchange of Trust
Certificates. The Certificate Registrar shall keep or cause to be kept, at the
office or agency maintained pursuant to Section 3.08, a Certificate Register
in which, subject to such reasonable regulations as it may


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prescribe, the Owner Trustee shall provide for the registration of Trust
Certificates and of transfers and exchanges of Trust Certificates as herein
provided. The Owner Trustee hereby appoints The Bank of New York to act as
Certificate Registrar, and The Bank of New York hereby accepts such
appointment.

      The Trust Certificates have not been and will not be registered under
the Securities Act and will not be listed on any exchange. No transfer of a
Trust Certificate shall be made unless such transfer is made pursuant to an
effective registration statement under the Securities Act and any applicable
state securities laws or is exempt from the registration requirements under
said Act and such state securities laws. In the event that a transfer is to be
made in reliance upon an exemption from the Securities Act and state
securities laws, in order to assure compliance with the Securities Act and
such laws, the Holder desiring to effect such transfer and such Holder's
prospective transferee shall each certify to the Owner Trustee or the
Certificate Registrar and the Depositor in writing the facts surrounding the
transfer in substantially the forms set forth in Exhibit B and Exhibit C (the
"Investment Letter"). Except in the case of a transfer as to which the
proposed transferee has provided an Investment Letter with respect to a Rule
144A transaction, there shall also be delivered to the Owner Trustee or the
Certificate Registrar and the Depositor an Opinion of Counsel that such
transfer may be made pursuant to an exemption from the Securities Act and
state securities laws, which Opinion of Counsel shall not be an expense of the
Trust, the Owner Trustee, the Certificate Registrar or the Indenture Trustee
(unless it is the transferee from whom such opinion is to be obtained) or of
the Depositor or the Seller; provided, that such Opinion of Counsel in respect
of the applicable state securities laws may be a memorandum of law rather than
an opinion if such counsel is not licensed in the applicable jurisdiction.
Upon request, the Owner Trustee shall provide to any Holder of a Trust
Certificate and any prospective transferee designated by any such Holder
information regarding the Trust Certificates and the Receivables and such
other information which is in the possession of the Owner Trustee or which can
be obtained by the Owner Trustee without undue burden or expense in order to
satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer
of any such Trust Certificate without registration thereof under the
Securities Act pursuant to the registration exemption provided by Rule 144A.
Each Holder of a Trust Certificate desiring to effect such a transfer shall,
and does hereby agree to, indemnify the Trust, the Owner Trustee, the
Indenture Trustee and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with federal and
state securities laws.

      No transfer of a Trust Certificate shall be made to any Person unless
the Owner Trustee or the Certificate Registrar and the Depositor have received
(a) a certificate in the form of paragraph three (3) to the Investment Letter
attached hereto as Exhibit C from such Person to the effect that such Person
is not a Benefit Plan, or (b) an Opinion of Counsel satisfactory to the Owner
Trustee and the Depositor (which Opinion of Counsel will not be at the expense
of the Owner Trustee, the Depositor or the Trust) to the effect that the
purchase and holding of such Trust Certificate will not constitute or result
in a nonexempt prohibited transaction under ERISA or Section 4975 of the Code
and will not subject the Owner Trustee, the Indenture Trustee or the Depositor
to any obligation in addition to those undertaken in the Basic Documents;
provided, however, that the Owner Trustee will not require such certificate or
opinion in the event that the Owner Trustee has obtained from counsel
satisfactory to the Owner Trustee, an Opinion of Counsel to the effect that as
a result of a change of law or otherwise, the purchase and holding of a Trust
Certificate by a Benefit Plan or a Person that is purchasing or holding such a
Trust


                                      9
<PAGE>


Certificate with the assets of a Benefit Plan will not constitute or result in
a nonexempt prohibited transaction under ERISA or Section 4975 of the Code
(which Opinion of Counsel may be at the request and expense of the Owner
Trustee, the Trust or the Depositor).

      Upon surrender for registration of transfer of any Trust Certificate at
the office or agency maintained pursuant to Section 3.08, the Owner Trustee
shall execute, authenticate and deliver (or shall cause The Bank of New York
as its authenticating agent to authenticate and deliver), in the name of the
designated transferee or transferees, one or more new Trust Certificates in
authorized denominations of a like aggregate amount dated the date of
authentication by the Owner Trustee or any authenticating agent. At the option
of a Certificateholder, Trust Certificates may be exchanged for other Trust
Certificates of authorized denominations of a like aggregate amount upon
surrender of the Trust Certificates to be exchanged at the office or agency
maintained pursuant to Section 3.08.

      Every Trust 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 related Certificateholder or such Certificateholder's attorney
duly authorized in writing. Each Trust Certificate surrendered for
registration of transfer or exchange shall be cancelled and subsequently
disposed of by the Owner Trustee in accordance with its customary practice.

      No service charge shall be made for any registration of transfer or
exchange of Trust 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 Trust Certificates.

      The preceding provisions of this Section notwithstanding, the Owner
Trustee shall not make, and the Certificate Registrar shall not register
transfers or exchanges of, Trust Certificates for a period of 15 days
preceding the due date for any payment with respect to the Trust Certificates.

      Notwithstanding anything contained herein to the contrary, the Owner
Trustee shall not be responsible for ascertaining whether any transfer
complies with the registration provisions or exemptions from the Securities
Act, the Securities Act of 1934, as amended, applicable state securities law
or the Investment Company Act of 1940, as amended; provided, however, that if
a certificate or opinion is specifically required to be delivered to the Owner
Trustee by a purchaser or transferee of a Trust Certificate, the Owner Trustee
shall be under a duty to examine the same to determine whether it conforms to
the requirements of this Trust Agreement and shall promptly notify the party
delivering the same if such certificate or opinion does not so conform.

      Section 3.05. Mutilated, Destroyed, Lost or Stolen Trust Certificates.
If (a) any mutilated Trust 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 Trust 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 written notice that such Trust
Certificate has been acquired by a protected purchaser, the Owner Trustee
shall execute and the Owner Trustee or The Bank of New York, as the Owner


                                      10
<PAGE>


Trustee's authenticating agent, shall authenticate and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost or stolen Trust
Certificate, a new Trust Certificate of like tenor and denomination. In
connection with the issuance of any new Trust Certificate under this Section,
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 Trust Certificate issued
pursuant to this Section shall constitute conclusive evidence of ownership in
the Trust, as if originally issued, whether or not the lost, stolen or
destroyed Trust Certificate shall be found at any time.

      Section 3.06. Persons Deemed Owners. Prior to due presentation of a
Trust Certificate for registration of transfer, the Owner Trustee, the
Certificate Registrar or any Paying Agent may treat the Person in whose name
any Trust Certificate is registered in the Certificate Register as the owner
of such Trust Certificate for the purpose of receiving distributions pursuant
to Section 5.02 and for all other purposes whatsoever, and none of the Owner
Trustee, the Certificate Registrar or any Paying Agent shall be bound by any
notice to the contrary.

      Section 3.07. Access to List of Certificateholders' Names and Addresses.
The Owner Trustee shall furnish or cause to be furnished to the Master
Servicer, the Paying Agent and the Depositor, within 15 days after receipt by
the Owner Trustee of a written request therefor from the Master Servicer, the
Paying Agent or the Depositor, a list, in such form as the Master Servicer or
the Depositor may reasonably require, of the names and addresses of the
Certificateholders as of the most recent Record Date. The Certificate
Registrar shall also furnish to the Owner Trustee and the Paying Agent a copy
of such list at any time there is a change therein. If (i) three or more
Certificateholders or (ii) one or more Holders of Trust Certificates
evidencing not less than 25% of the Percentage Interests in the Trust
Certificates apply in writing to the Owner Trustee, and such application
states that the applicants desire to communicate with other Certificateholders
with respect to their rights under this Agreement or under the Trust
Certificates and such application is accompanied by a copy of the
communication that such applicants propose to transmit, then the Owner Trustee
shall, within five 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 Trust
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. The Certificate Registrar shall upon the request of
the Owner Trustee provide such list, or access to such list, of
Certificateholders as contemplated by this Section 3.07.

      Section 3.08. Maintenance of Office or Agency. The Owner Trustee shall
designate in the Borough of Manhattan, the City of New York, an office or
offices or agency or agencies where Trust 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 Trust Certificates and the Basic Documents
may be served. The Owner Trustee initially designates The Bank of New York as
the office for such purposes and The Bank of New York hereby accepts such
designation. The Owner Trustee shall give prompt written notice to the
Depositor and the Certificateholders of any change in the location of the
Certificate Register or any such office or agency.


                                      11
<PAGE>



      Section 3.09. Appointment of Paying Agent. The Paying Agent shall make
distributions to Certificateholders from the Certificate Distribution Account
pursuant to Section 5.02 and shall report the amounts of such distributions to
the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw
funds from the Certificate Distribution Account for the purpose of making the
distributions referred to above. The Owner Trustee may revoke such power and
remove the Paying Agent if the Paying Agent shall have failed to perform its
obligations under this Agreement in any material respect. The Owner Trustee
hereby appoints The Bank of New York to act as Paying Agent, and The Bank of
New York hereby accepts such appointment. As Paying Agent, The Bank of New
York hereby agrees to 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 Bank of
New York shall be permitted to resign as Paying Agent upon 30 days' written
notice to the Owner Trustee. In the event that The Bank of New York shall no
longer be the Paying Agent, the Depositor, with the consent of the Owner
Trustee, shall appoint a successor to act as Paying Agent (which shall be a
bank or trust company). The Owner Trustee shall cause such successor Paying
Agent or any additional Paying Agent appointed hereunder to execute and
deliver to the Owner Trustee an instrument in which such successor Paying
Agent or additional Paying Agent shall agree with the Owner Trustee that, as
Paying Agent, such successor Paying Agent or additional 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 Paying Agent shall return all
unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such
Paying Agent shall also return all funds in its possession to the Owner
Trustee. The provisions of Sections 7.01, 7.03, 7.04, 8.01 and 8.02 shall
apply to The Bank of New York in its role of Paying Agent and Certificate
Registrar, for so long as The Bank of New York shall act as Paying Agent and
Certificate Registrar, to the Owner Trustee, if the Owner Trustee is appointed
to act as Paying Agent, for so long as the Owner Trustee shall act as Paying
Agent and, to the extent applicable, to any other paying agent appointed
hereunder. Any reference in this Agreement to the Paying Agent shall include
any co-paying agent unless the context requires otherwise.

      Section 3.10. Definitive Trust Certificates. The Trust Certificates,
upon original issuance, will be issued in the form of a typewritten Trust
Certificate or Trust Certificates in the form attached hereto as Exhibit A to
be delivered to the Certificateholders as directed by the Depositor, by, or on
behalf of, the Trust. Such Trust Certificate or Trust Certificates shall be
registered on the Certificate Register in the name of the holder thereof. The
Trust Certificates shall be printed, lithographed, typewritten or engraved or
may be produced in any other manner as is reasonably acceptable to the Owner
Trustee, as evidenced by its execution thereof.


                                  ARTICLE IV

                           ACTIONS BY OWNER TRUSTEE

      Section 4.01. Prior Notice with Respect to Certain Matters. With respect
to the following matters, the Owner Trustee shall not take action unless at
least 30 days before the taking of such action, the Owner Trustee shall have
notified the Certificateholders of record as of the preceding Record Date in
writing of the proposed action and such Certificateholders


                                      12
<PAGE>


specified in Section 4.04 hereof 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 claim or lawsuit by the Owner
      Trustee (except claims or lawsuits brought in connection with the
      collection of the Receivables) and the compromise of any action, claim
      or lawsuit brought by or against the Owner Trustee (except with respect
      to the aforementioned claims or lawsuits for collection of the
      Receivables);

                  (b) the amendment of the Indenture by a supplemental
      indenture or any other change to this Agreement or any Basic Document in
      circumstances where the consent of any Noteholder is required;

                  (c) the amendment of the Indenture by a supplemental
      indenture or any other change to this Agreement or any Basic Document in
      circumstances where the consent of any Noteholder is not required and
      such amendment would materially adversely affect the interests of the
      Certificateholders;

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

                  (e) the appointment pursuant to the Indenture of a successor
      Note Registrar, 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, Paying Agent or Indenture Trustee or
      Certificate Registrar of its obligations under the Indenture or this
      Agreement, as applicable;

                  (f) the consent to the calling or waiver of any default of
      any Basic Document;

                  (g) the consent to the assignment by the Indenture Trustee
      or Master Servicer of their respective obligations under any Basic
      Document, unless permitted in the Basic Documents;

                  (h) except as provided in Article IX hereof, dissolve,
      terminate or liquidate the Trust in whole or in part;

                  (i) merge or consolidate the Trust with or into any other
      entity, or convey or transfer all or substantially all of the Trust's
      assets to any other entity;

                  (j) cause the Owner Trustee to incur, assume or guaranty any
      indebtedness other than as set forth in this Agreement or the Basic
      Documents;

                  (k) do any act that conflicts with any other Basic Document;


                                      13
<PAGE>



                  (l) do any act that would make it impossible to carry on the
      ordinary business of the Trust as described in Section 2.03 hereof;

                  (m) confess a judgment against the Owner Trustee;

                  (n) possess Trust assets, or assign the Owner Trustee's
      right to property, for other than a Trust purpose;

                  (o) cause the Owner Trustee to lend any funds to any entity,
      unless permitted in the Basic Documents; or

                  (p) change the Trust's purpose and powers from those set
      forth in this Trust Agreement.

      In addition, the Owner Trustee shall not commingle its assets with those
of any other entity. The Owner Trustee shall maintain its financial and
accounting books and records separate from those of any other entity. Except
as expressly set forth herein, the Owner Trustee shall not pay the
indebtedness, operating expenses and liabilities of any other entity. The
Owner Trustee shall maintain appropriate minutes or other records of all
appropriate actions and shall maintain its office separate from the offices of
the Depositor and the Master Servicer.

      The Owner Trustee shall not have the power, except upon the written
direction of the Certificateholders pursuant to Section 4.04, and to the
extent otherwise consistent with the Basic Documents and permitted by
applicable law, to (i) remove or replace the Master Servicer or the Indenture
Trustee, (ii) institute proceedings to have the Owner Trustee or the Trust
declared or adjudicated bankrupt or insolvent, (iii) consent to the
institution of bankruptcy or insolvency proceedings against the Owner Trustee
or the Trust, (iv) file a petition or consent to a petition seeking
reorganization or relief on behalf of the Owner Trustee or the Trust under any
applicable federal or state law relating to bankruptcy, (v) consent to the
appointment of a conservator, receiver, liquidator, assignee, trustee,
sequestrator (or any similar official) of the Owner Trustee or the Trust or a
substantial portion of the property of the Owner Trustee or the Trust, (vi)
make any assignment for the benefit of the Owner Trustee's or the Trust's
creditors, (vii) cause the Owner Trustee or the Trust to admit in writing its
inability to pay its debts generally as they become due, or (viii) take any
action, or cause the Owner Trustee or the Trust to take any action, in
furtherance of any of the foregoing (any of the above, a "Bankruptcy Action").
So long as the Indenture remains in effect, no Certificateholder shall have
the power to take, and shall not take, any Bankruptcy Action with respect to
the Owner Trustee or the Trust or direct the Owner Trustee to take any
Bankruptcy Action with respect to the Owner Trustee or the Trust.
Additionally, the Owner Trustee shall not have the power to commence a
Bankruptcy Action without the unanimous prior approval of all
Certificateholders and the delivery to the Owner Trustee by each such
Certificateholder of a certification certifying that such Certificateholder
reasonably believes that the Trust is insolvent.

      Section 4.02. Action by Certificateholders with Respect to Certain
Matters. The Owner Trustee shall not have the power, except upon the written
direction of the Certificateholders, to (a) remove the Administrator under the
Administration Agreement pursuant to Section 8 thereof, (b) appoint a
successor Administrator pursuant to Section 8 of the Administration Agreement,


                                      14
<PAGE>


(c) remove the Master Servicer under the Sale and Servicing Agreement pursuant
to Section 8.02 thereof, (d) amend the Sale and Servicing Agreement pursuant
to Section 10.01(b) of such document, or (e) except as expressly provided in
the Basic Documents, sell the Receivables after the termination of the
Indenture. The Owner Trustee shall take the actions referred to in the
preceding sentence only upon written instructions signed by the
Certificateholders.

      Section 4.03. Restrictions on Certificateholders' Power. The
Certificateholders shall not direct the Owner Trustee to take or to 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 Basic Documents or would be contrary to Section 2.03; nor shall the Owner
Trustee be obligated to follow any such direction, if given.

      Section 4.04. Majority Control. Except as expressly provided herein, any
action that may be taken by the Certificateholders under this Agreement may be
taken by the Holders of Trust Certificates evidencing not less than a majority
of the Percentage Interests in the Certificates. Except as expressly provided
herein, any written notice of the Certificateholders delivered pursuant to
this Agreement shall be effective if signed by Holders of Trust Certificates
evidencing not less than a majority of the Percentage Interests in the
Certificates at the time of the delivery of such notice.

                                   ARTICLE V

                  APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

      Section 5.01. Establishment of Trust Account. The Owner Trustee, for the
benefit of the Certificateholders, shall cause the Paying Agent to establish
and maintain in the name of the Owner Trustee an Eligible Account (the
"Certificate Distribution Account"), bearing a designation clearly indicating
that the funds deposited therein are held for the benefit of the
Certificateholders. The title of the Certificate Distribution Account shall be
"Wachovia Bank of Delaware, National Association, as Owner Trustee of Regions
Auto Receivables Trust 2003-2: Certificate Distribution Account for the
benefit of the Certificateholders."

      The Owner Trustee shall possess all right, title and interest in all
funds on deposit from time to time in the Certificate Distribution Account and
in all proceeds thereof. Except as otherwise expressly provided herein, the
Certificate Distribution Account shall be under the sole dominion and control
of the Owner Trustee for the benefit of the Certificateholders. If, at any
time, the Certificate Distribution Account ceases to be an Eligible Account,
the Owner Trustee (or the Depositor on behalf of the Owner Trustee, if the
Certificate Distribution Account is not then held by the Owner Trustee or an
affiliate thereof) shall within 10 Business Days (or such longer period, not
to exceed 30 calendar days, as to which each Rating Agency may consent) cause
the Paying Agent to establish a new Certificate Distribution Account as an
Eligible Account and shall transfer any cash or any investments to such new
Certificate Distribution Account.


                                      15
<PAGE>



      Section 5.02.  Application of Trust Funds.

           (a) On each Payment Date, the Owner Trustee shall cause the Paying
Agent to distribute to Certificateholders amounts deposited in the Certificate
Distribution Account pursuant to Section 5.06 of the Sale and Servicing
Agreement with respect to such Payment Date.

           (b) On each Payment Date, the Owner Trustee shall cause the Paying
Agent to send to each Certificateholder the statement or statements provided
to the Owner Trustee by the Master Servicer pursuant to Section 5.08 of the
Sale and Servicing Agreement with respect to such Payment Date.

           (c) In the event that any withholding tax is imposed on the Owner
Trustee'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. The Owner Trustee and the Paying Agent are
hereby authorized and directed to retain from amounts otherwise distributable
to the Certificateholders sufficient funds for the payment of any tax that is
legally owed by the Owner Trustee (but such authorization shall not prevent
the Owner Trustee or the Paying Agent 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 Owner
Trustee 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 or
the Paying Agent may in its sole discretion withhold such amounts in
accordance with this paragraph.

      Section 5.03. Method of Payment. Subject to Section 9.01(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 such Certificateholder shall have provided to the Certificate
Registrar and the Paying Agent appropriate written instructions at least five
Business Days prior to such Payment Date and such Holder's Trust Certificates
in the aggregate evidence a denomination of not less than a thirty percent
(30%) Percentage Interest, or, if not, by check mailed to such
Certificateholder at the address of such Certificateholder appearing in the
Certificate Register.

      Section 5.04.  [Reserved].

      Section 5.05. Accounting and Reports to Certificateholders, the Internal
Revenue Service and Others. The Owner Trustee shall (a) maintain (or cause to
be maintained) the books of the Trust on a calendar year basis and the accrual
method of accounting, (b) deliver (or cause to 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 if
the Trust is treated as a partnership for federal income tax purposes) to
enable each Certificateholder to prepare its federal and state income tax
returns, (c) prepare (or cause to be prepared), file (or cause to be filed)
such tax returns relating to the Trust (including a partnership information
return, IRS


                                      16
<PAGE>


Form 1065 if the Trust is treated as a partnership for federal income tax
purposes) and make such elections as from time to time may be required or
appropriate under any applicable state or federal statute or any rule or
regulation thereunder so as to maintain the Trust's characterization, (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 5.02(c) with respect to income or distributions to
Certificateholders. 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 5.06.  Signature on Returns; Tax Matters Partner.

           (a) The Owner Trustee shall sign on behalf of the Trust the tax
returns of the Trust, if any, unless applicable law requires a
Certificateholder to sign such documents.

           (b) In the event that the Trust is designated as a partnership for
federal income tax purposes, the Depositor shall be designated the initial
"tax matters partner" of the Trust pursuant to Section 6231(a)(7)(A) of the
Code and applicable Treasury Regulations.

                                  ARTICLE VI

                     AUTHORITY AND DUTIES OF OWNER TRUSTEE

      Section 6.01. General Authority. The Owner Trustee is authorized and
directed to execute and deliver the Basic Documents to which the Owner Trustee
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 Owner Trustee is to be
a party, in each case, as evidenced conclusively by the Owner Trustee's
execution thereof. In addition to the foregoing, the Owner Trustee is
authorized to take all actions required of the Owner Trustee pursuant to the
Basic Documents. The Owner Trustee is further authorized from time to time to
take such action as 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, in which case the Owner Trustee
shall not take such action without such consent).

      Section 6.02. General Duties. It shall be the duty of the Owner Trustee:

           (a) to discharge (or cause to be discharged) all of its
responsibilities pursuant to the terms of this Agreement and the Basic
Documents to which the Owner Trustee is a party and to administer the Trust in
the interest of the Certificateholders, subject to the Basic Documents and in
accordance with the provisions of this Agreement; provided, however, that
notwithstanding the foregoing, the Owner Trustee shall be deemed to have
discharged its duties and responsibilities hereunder and under the Basic
Documents to the extent the Administrator has agreed in the Administration
Agreement to perform any act or to discharge any duty of the Owner Trustee
hereunder or under any 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; and


                                      17
<PAGE>



           (b) subject to Section 7.08 hereof, to cooperate with the
Administrator in carrying out the Administrator's obligation to qualify and
preserve the Owner Trustee's or the Trust's qualification to do business in
each jurisdiction, if any, in which such qualification is or shall be
necessary to protect the validity and enforceability of the Indenture, the
Notes, the Receivables and any other instrument and agreement included in the
Trust Estate; provided that the Owner Trustee may rely on advice of counsel
with respect to such obligation.

      Section 6.03.  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. Such direction may be exercised
at any time by written instruction of the Certificateholders pursuant to
Article IV. In addition, the Administrator may direct the Owner Trustee, and
the Owner Trustee is authorized to take direction from the Administrator
pursuant to Section 6.01.

           (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 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 under any Basic Document, the Owner Trustee shall promptly give
notice (in such form as shall be appropriate under the circumstances) to the
Certificateholders of record as of the preceding Record Date 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
such 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 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
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 that the Owner Trustee is unsure as to the
application of any provision of this Agreement or any 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 of record as of the preceding Record Date 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 10 days of such notice (or within such shorter period of
time as


                                      18
<PAGE>


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 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 6.04. 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 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 6.03; and no
implied duties or obligations shall be read into this Agreement or any 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 Securities and Exchange Commission filing for the Trust or to record this
Agreement or any 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 Liens on any part of the Trust Estate that result
from actions by, or claims against, the Owner Trustee in its individual
capacity that are not related to the ownership or the administration of the
Trust Estate.

      Section 6.05. 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 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 Basic
Documents and (iii) in accordance with any document or instruction delivered
to the Owner Trustee pursuant to any provision of this Agreement.

      Section 6.06. Restrictions. The Owner Trustee shall not take any action
(a) that is inconsistent with the purposes of the Trust set forth in Section
2.03 or (b) that, to the actual knowledge of the Owner Trustee would result in
the Trust's becoming taxable as a corporation for federal income tax purposes.
The Certificateholders shall not direct the Owner Trustee to take action that
would violate the provisions of this Section.

                                  ARTICLE VII

                         CONCERNING THE OWNER TRUSTEE

      Section 7.01. 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 moneys actually received by it
constituting part of the Trust Estate upon the terms of the Basic Documents
and this Agreement. The Owner Trustee, in its individual capacity, shall not
be answerable or accountable hereunder or under any Basic Document under any
circumstances, except (i) for its own willful misconduct or gross negligence
(except as provided in Section 7.01(g)) or (ii) in the case of the inaccuracy
of any representation or warranty contained in


                                      19
<PAGE>


Section 7.03 expressly made by the Owner Trustee in its individual capacity.
In particular, but not by way of limitation (and subject to the exceptions set
forth in the preceding sentence):

                  (a) The Owner Trustee, in its individual capacity, shall not
      be liable for any error of judgment made by a Trust Officer of the Owner
      Trustee;

                  (b) The Owner Trustee (either in its individual capacity or
      as 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 the
      Administrator or any Certificateholder;

                  (c) No provision of this Agreement or any Basic Document
      shall require the Owner Trustee, in its individual capacity, 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 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;

                  (d) Under no circumstances shall the Owner Trustee, in its
      individual capacity, be liable for indebtedness evidenced by or arising
      under any of the Basic Documents, including the principal of and
      interest on the Notes;

                  (e) The Owner Trustee, in its individual capacity, 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 Trust Estate, or for or in respect of the validity or sufficiency of
      the Basic Documents, other than the certificate of authentication on the
      Trust Certificates, and the Owner Trustee, in its individual capacity,
      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 or expressly agreed to in the other Basic Documents;

                  (f) The Owner Trustee (either in its individual capacity or
      as Owner Trustee) shall not be responsible for monitoring the
      performance of, and shall not be liable for the default or misconduct of
      the Administrator, the Depositor, the Master Servicer, the Indenture
      Trustee or any other Person under any of the Basic Documents or
      otherwise, and the Owner Trustee (either in its individual capacity or
      as Owner Trustee) shall have no obligation or liability to perform the
      obligations of the Trust under this Agreement or the Basic Documents
      that are required to be performed by the Administrator under the
      Administration Agreement, the Indenture Trustee under the Indenture or
      the Depositor or the Master Servicer under the Sale and Servicing
      Agreement; and

                  (g) The Owner Trustee (either in its individual capacity or
      as 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 Basic Document, at the request, order
      or direction of any of the Certificateholders, unless such
      Certificateholders have offered


                                      20
<PAGE>


      to the Owner Trustee security, in its individual capacity, or indemnity
      satisfactory to it against the costs, expenses and liabilities that may
      be incurred by the Owner Trustee, in its individual capacity, therein or
      thereby. The right of the Owner Trustee to perform any discretionary act
      enumerated in this Agreement or in any Basic Document shall not be
      construed as a duty, and the Owner Trustee shall not be answerable for
      other than its negligence or willful misconduct in the performance of
      any such act.

      Section 7.02. 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 7.03. Representations and Warranties. The Owner Trustee, in its
individual capacity, hereby represents and warrants to the Depositor, for the
benefit of the Certificateholders, that:

                  (a) It is a national banking association duly organized and
      validly existing in good standing under the laws of the United States of
      America. 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 the Basic
      Documents, and this Agreement and the Basic Documents will be executed
      and delivered by one of its officers who is duly authorized to execute
      and deliver this Agreement and the Basic Documents on its behalf.

                  (c) Neither the execution or 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 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 bylaws 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 7.04.  Reliance; Advice of Counsel.

           (a) The Owner Trustee (either in its individual capacity or as
Owner Trustee) 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
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


                                      21
<PAGE>


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
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 reasonably and 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 Basic Document.

      Section 7.05. Not Acting in Individual Capacity. Except as expressly
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 Basic Document shall look only to the Trust Estate for payment or
satisfaction thereof.

      Section 7.06. Owner Trustee Not Liable for Trust Certificates or for
Receivables. The recitals contained herein and in the Trust Certificates
(other than the signature and countersignature of the Owner Trustee on the
Trust Certificates) shall be taken as the statements of the Depositor, and the
Owner Trustee assumes no responsibility for the correctness thereof. Except as
set forth in Section 7.03, the Owner Trustee makes no representations as to
the validity or sufficiency of this Agreement, of any Basic Document or of the
Trust Certificates (other than the signature and countersignature of the Owner
Trustee on the Trust Certificates) or the Notes, or of any Receivable or
related documents. The Owner Trustee shall at no time 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
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 of any intervening assignment; the completeness of
any Receivable; the performance or enforcement of any Receivable; the
compliance by the Depositor or the Master 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
Administrator, the Indenture Trustee or the Master Servicer or any subservicer
taken in the name of the Owner Trustee.

      Section 7.07. Owner Trustee May Own Trust Certificates and Notes. The
Owner Trustee in its individual or any other capacity may become the owner or
pledgee of Trust Certificates or Notes and may deal with the Depositor, the
Administrator, the Indenture Trustee


                                      22
<PAGE>


and the Master Servicer in banking transactions with the same rights as it
would have if it were not Owner Trustee.

      Section 7.08. Doing Business in Other Jurisdictions. Notwithstanding
anything contained herein to the contrary, the Owner Trustee shall not be
required to take any action in any jurisdiction (except for the State of
Alabama) other than in the State of Delaware if the taking of such action will
(i) require the consent or approval or authorization or order of, or the
giving of notice to, or the registration with, or the taking of any other
action in required by, any state or other governmental authority or agency of
any jurisdiction other than the State of Delaware; (ii) result in any fee, tax
or other governmental charge under the laws of any jurisdiction or any
political subdivisions thereof in existence on the date hereof other than the
State of Delaware becoming payable by the Owner Trustee; or (iii) subject the
Owner Trustee to personal jurisdiction in any jurisdiction other than the
State of Delaware for causes of action arising from acts unrelated to the
consummation of the transactions by the Owner Trustee contemplated hereby. The
Owner Trustee shall be entitled to obtain advice of counsel (which advice
shall be an expense of the Administrator under Section 8.01 of this Agreement)
to determine whether any action required to be taken pursuant to the Agreement
results in the consequences described in clauses (i), (ii) and (iii) of the
preceding sentence. In the event that said counsel advises the Owner Trustee
that such action will result in such consequences, the Owner Trustee will
appoint an additional trustee pursuant to Section 10.05 hereof to proceed with
such action.


      Section 7.09. Paying Agent; Authenticating Agent. The rights and
protections afforded to the Owner Trustee pursuant to Article VII and Sections
8.02, 10.02, and 10.03 shall also be afforded to the Paying Agent,
authenticating agent and Certificate Registrar.

                                 ARTICLE VIII

                         COMPENSATION OF OWNER TRUSTEE

      Section 8.01. Owner Trustee's Fees and Expenses. The Administrator shall
pay to the Owner Trustee as compensation for its services hereunder such fees
as have been separately agreed upon before the date hereof between the
Administrator and the Owner Trustee, and the Administrator shall reimburse the
Owner Trustee 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 and under the Basic Documents.

      Section 8.02. Indemnification. The Trust shall indemnify the Owner
Trustee and its 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 Owner
Trustee or any Indemnified Party in any way relating to or arising out of this
Agreement, the Basic Documents, the Trust Estate, the administration of the
Trust Estate or the action or inaction of the Owner Trustee hereunder,


                                      23
<PAGE>


except only that the Trust shall not be liable for or required to indemnify an
Indemnified Party from or against Expenses arising or resulting from (i) the
willful misconduct, gross negligence or bad faith of the Owner Trustee or (ii)
the inaccuracy of a representation or warranty made by the Owner Trustee in
Section 7.03. The indemnities contained in this Section 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, the Indemnified Party's choice of
legal counsel shall be subject to the approval of the Administrator, which
approval shall not be unreasonably withheld.

      Section 8.03. Payments to the Owner Trustee. Any amounts paid pursuant
to Section 8.02 shall be payable solely in the priority set forth in Section
5.06(b) of the Sale and Servicing Agreement and shall be deemed not to be a
part of the Trust Estate immediately after such payment.

                                  ARTICLE IX

                        TERMINATION OF TRUST AGREEMENT

      Section 9.01.  Termination of Trust Agreement.

           (a) This Agreement (other than Section 5.05 and Article VIII) and
the Trust shall terminate and be of no further force or effect upon the final
distribution by the Owner Trustee of all moneys or other property or proceeds
of the Trust Estate in accordance with the terms of the Indenture, the Sale
and Servicing Agreement, Article V; provided, however, that in no event shall
the Trust created by this Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the Court of St. James, living on the date of this
Agreement. The bankruptcy, liquidation, dissolution, death or incapacity of
any Certificateholder shall not (i) operate to terminate this Agreement or the
Trust, (ii) 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 Trust Estate or
(iii) otherwise affect the rights, obligations and liabilities of the parties
hereto.

           (b) This Agreement and the Trust are irrevocable. Except as
provided in Section 9.01(a) and in this Section 9.01(b), neither the Depositor
nor any Certificateholder shall be entitled to revoke or terminate this Trust
or this Agreement. Each of the Depositor, the Certificateholders and the Owner
Trustee acknowledges that the Indenture Trustee, on behalf of the Noteholders,
is a third-party beneficiary of this Agreement. For so long as the Notes are
outstanding, neither the Trust nor this Agreement shall be revoked without the
consent of the Indenture Trustee. Each of the Depositor, the
Certificateholders and the Owner Trustee acknowledges that the Indenture
Trustee, as agent of the Noteholders, maintains a legitimate interest in
ensuring that the Trust is not revoked prior to the fulfillment of the Trust
purposes. In no event may this Agreement be amended without the consent of the
Indenture Trustee if the effect of such amendment is the revocation or
termination of this Trust other than in accordance with this Section 9.01.


                                      24
<PAGE>



           (c) Notice of any termination of the Trust, specifying the Payment
Date upon which Certificateholders shall surrender their Trust Certificates to
the Paying Agent for payment of the final distribution and cancellation, shall
be given by the Owner Trustee by letter to Certificateholders mailed within
five Business Days of receipt of notice of such termination from the Master
Servicer given pursuant to Section 9.01 of the Sale and Servicing Agreement,
stating (i) the Payment Date upon or with respect to which final payment of
the Trust Certificates shall be made upon presentation and surrender of the
Trust Certificates at the office of the Paying Agent therein designated, (ii)
the amount of any such final payment 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 Trust Certificates at the office of the
Paying Agent therein specified. The Owner Trustee shall give such notice to
the Certificate Registrar (if other than the Owner Trustee) and the Paying
Agent at the time such notice is given to Certificateholders. Upon
presentation and surrender of the Trust Certificates, the Paying Agent shall
cause to be distributed to Certificateholders amounts distributable on such
Payment Date pursuant to Section 5.02.

      In the event that all of the Certificateholders shall not surrender
their Trust Certificates for cancellation within six 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
Trust Certificates for cancellation and receive the final distribution with
respect thereto. If within one year after the second notice all the Trust
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 Trust Certificates, and the cost thereof shall be paid out
of the funds and other assets that shall remain subject to this Agreement. Any
funds remaining in the Trust after exhaustion of such remedies shall be
distributed by the Owner Trustee to the Depositor, subject to applicable
escheat laws.

                                   ARTICLE X

            SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

      Section 10.01. Eligibility Requirements for Owner Trustee. The Owner
Trustee shall at all times be a corporation, bank or trust company which is
not an affiliate of the Depositor (but may have normal banking relationships
with the Depositor and its affiliates); authorized to exercise trust powers
which shall be eligible to act as a trustee under Section 310(a) of the Trust
Indenture Act; having (or having a parent that has) a combined capital and
surplus of at least $50,000,000 and subject to supervision or examination by
federal or state authorities; and having (or having a parent that has) time
deposits that are rated at least A-1 by Standard & Poor's and P-1 by Moody's,
or which is otherwise acceptable to each Rating Agency. If such corporation,
bank or trust company 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, the combined
capital and surplus of such corporation, bank or trust company 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, the Owner
Trustee shall resign immediately in the manner and with the effect specified
in Section 10.02.


                                      25
<PAGE>



      Section 10.02. Resignation or Removal of Owner Trustee. The Owner
Trustee may at any time resign and be discharged from the trusts hereby
created by giving written notice thereof to the Administrator, the Indenture
Trustee and the Rating Agencies. 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 have accepted
appointment within 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.

      If at any time the Owner Trustee shall cease to be eligible in
accordance with the provisions of Section 10.01 and 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 shall be adjudged bankrupt or
insolvent, or a receiver of the Owner Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the Owner
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Administrator may remove the Owner
Trustee. If the Administrator shall remove 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 so removed and one copy to the successor Owner Trustee, and
shall pay all fees owed to the outgoing Owner Trustee.

      Any resignation or removal of the Owner Trustee and appointment of a
successor Owner Trustee pursuant to any of the provisions of this Section
shall not become effective until acceptance of appointment by the successor
Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses
owed to the outgoing Owner Trustee. The Administrator shall provide notice of
such resignation or removal of the Owner Trustee to the Certificateholders,
the Indenture Trustee and each of the Rating Agencies.

      Section 10.03. Successor Owner Trustee. Any successor Owner Trustee
appointed pursuant to Section 10.01 or 10.02 shall execute, acknowledge and
deliver to the Administrator and to its predecessor Owner Trustee an
instrument accepting such appointment under this Agreement, and thereupon the
resignation or removal of the predecessor Owner Trustee shall become
effective, and 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.


                                      26
<PAGE>


      No successor Owner Trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor Owner Trustee
shall be eligible pursuant to Section 10.01.

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

      Section 10.04. Merger or Consolidation of Owner Trustee. Any Person into
which the Owner Trustee may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Owner Trustee shall be a party, or any Person
succeeding to all or substantially all of the corporate trust business of the
Owner Trustee, shall be the successor of the Owner Trustee hereunder, 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;
provided, that such Person shall be eligible pursuant to Section 10.01; and
provided further, that the Owner Trustee shall mail notice of such merger or
consolidation to each Rating Agency.

      Section 10.05. Appointment of Co-Trustee or Separate Trustee.
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 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 Administrator and Owner Trustee to act as co-trustee, jointly
with the Owner Trustee, or as separate trustee or separate trustees, of all or
any part of the Trust Estate, and to vest in such Person, in such capacity,
such title to the Trust Estate or any part thereof and, subject to the other
provisions of this Section, 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 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 Owner Trustee pursuant to Section 10.01 and no
notice of the appointment of any co-trustee or separate trustee shall be
required pursuant to Section 10.03.

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

                  (a) 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,


                                      27
<PAGE>


      powers, duties and obligations (including the holding of title to the
      Trust Estate 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;

                  (b) No trustee under this Agreement shall be personally
      liable by reason of any act or omission of any other trustee under this
      Agreement nor shall any trustee have any duty to supervise any other
      trustee hereunder; and

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

      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. 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.

      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 co-trustee or separate trustee.

                                  ARTICLE XI

                                 MISCELLANEOUS

      Section 11.01. Supplements and Amendments. This Agreement may be amended
by the Depositor and the Owner Trustee, with prior written notice to each
Rating Agency, without the consent of any of the Noteholders or the
Certificateholders, to cure any ambiguity, to correct or supplement any
provisions in 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
or of modifying in any manner the rights of the Noteholders or the
Certificateholders; provided, however, that such action shall not, as
evidenced by the satisfaction of the Rating Agency Condition with respect to
such amendment, adversely affect in any material respect the interests of any
Noteholder or Certificateholder.

      This Agreement may also be amended from time to time by the Depositor
and the Owner Trustee, with prior written notice to each Rating Agency, with
the consent of the Holders (as defined in the Indenture) of Notes evidencing
not less than a majority of the Outstanding


                                      28
<PAGE>


Amount of the Notes and the consent of the Holders of Certificates evidencing
not less than a majority of the Percentage Interests in the Certificates, 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 (a) increase or reduce in any manner the
amount of, or accelerate or delay the timing of, collections of payments on
Receivables or distributions that shall be required to be made for the benefit
of the Noteholders or the Certificateholders or (b) reduce the aforesaid
percentage of the Outstanding Amount of the Notes and the Percentage Interests
in the Certificates required to consent to any such amendment, without the
consent of the Holders of all then-outstanding Notes and Certificates.

      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 and each Rating
Agency.

      It shall not be necessary for the consent of Certificateholders or
Noteholders pursuant to this Section 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.

      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 and that all conditions precedent
(if any) to such amendment specified in this Agreement have been met. The
Owner Trustee may, but shall not be obligated to, enter into any such
amendment that affects the Owner Trustee's own rights, duties or immunities
under this Agreement or otherwise.

      Section 11.02. No Legal Title to Trust Estate in Certificateholders.
Neither the Depositor nor the Certificateholders shall have legal title to any
part of the Trust Estate. The Certificateholders shall be entitled to receive
distributions with respect to their undivided ownership interest 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 undivided ownership interest in the 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 Trust
Estate.

      Section 11.03. Limitations on Rights of Others. The provisions of this
Agreement are solely for the benefit of the Owner Trustee, the Depositor, the
Certificateholders, the Administrator and, to the extent expressly provided
herein, the Indenture Trustee and the Noteholders, and nothing in this
Agreement, whether express or implied, shall be construed to give to any other
Person (other than The Bank of New York to the extent expressly provided
herein) any legal or equitable right, remedy or claim in the Trust Estate or
under or in respect of this Agreement or any covenants, conditions or
provisions contained herein.


                                      29
<PAGE>



      Section 11.04.  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 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 the Corporate Trust Office; if to the Depositor,
addressed to Regions Acceptance LLC, 417 20th Street North, Birmingham,
Alabama 35203, Attention: Ronald Luth; if to The Bank of New York, addressed
to The Bank of New York, 101 Barclay Street -- 8 West, New York, New York,
10286 (facsimile number (212) 815-2493), Attention: Asset Backed Securities
Unit; or, as to each party, at such other address as shall be designated by
such party in a written notice to each other party. A copy of any such notice
shall also be mailed to the Master Servicer, addressed to Regions Bank, 417
20th Street North, Birmingham, Alabama 35203, Attention: Ronald Luth, with a
copy to Regions Bank, Office of the General Counsel, 417 20th Street North,
Birmingham, Alabama 35203, Attention: R. Alan Deer.

           (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 such
Certificateholder receives such notice.

      Section 11.05. 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 11.06. 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 11.07. Successors and Assigns. All covenants and agreements
contained herein shall be binding upon, and inure to the benefit of, each of
the Depositor and its permitted assignees, 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 11.08. Covenants of the Depositor. The Depositor will not at any
time institute against the Trust any bankruptcy proceedings under any United
States federal or state bankruptcy or similar law in connection with any
obligations relating to the Trust Certificates, the Notes, this Agreement or
any of the other Basic Documents.

      Section 11.09. No Petition. The Owner Trustee, by entering into this
Agreement, each Certificateholder, by accepting a Trust Certificate, and the
Indenture Trustee and each Noteholder, by accepting the benefits of this
Agreement, hereby covenant and agree that they


                                      30
<PAGE>


will not at any time institute against the Depositor or the Trust or join in
any institution against the Depositor or the Trust of, any bankruptcy
proceedings under any United States federal or state bankruptcy or similar law
in connection with any obligations relating to the Trust Certificates, the
Notes, this Agreement or any of the Basic Documents.

      Section 11.10. No Recourse. Each Certificateholder by accepting a Trust
Certificate acknowledges that such Trust Certificate represents a beneficial
interest in the Trust only and does not represent an interest in or an
obligation of the Depositor, the Master 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 Trust Certificates or the Basic
Documents.

      Section 11.11. 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 11.12. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

      Section 11.13. Trust Certificate Transfer Restrictions. The Trust
Certificates may not be acquired by or for the account of (a) unless an
Opinion of Counsel has been delivered in accordance with the third paragraph
of Section 3.04, (i) an employee benefit plan (as defined in Section 3(3) of
ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan
described in Section 4975(e)(1) of the Code that is subject to Section 4975 of
the Code, (iii) any entity whose underlying assets include plan assets by
reason of a plan's investment in the entity or otherwise under ERISA or a plan
subject to any Similar Law (each, a "Benefit Plan"), or (b) a Person who is
not either (A)(1) a citizen or individual resident of the United States, (2) a
corporation, partnership or other entity organized in or under the laws of the
United States, any state thereof or the District of Columbia or (3) a Person
not described in (A)(1) or (2) whose ownership of the Trust 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 its ownership of any
interest in a Certificate will not result in any withholding obligation with
respect to any payments with respect to the Trust Certificates by any Person
(other than withholding, if any, under Section 1446 of the Code) or (B) an
estate the income of which is includible in gross income for federal income
tax purposes regardless of source or a trust if (1) the court within the
United States is able to exercise primary supervision of the administration of
such trust and one or more United States persons have the authority to control
all substantial decisions of the Issuer or (2) such trust was in existence on
August 20, 1996 and properly elected to continue to be treated as a United
States person. The purchaser of Trust Certificates must agree to provide a
certification of non-foreign status signed under penalty of perjury and,
alternatively, if it is a Person described in clause (A)(3) above, it will
furnish to the transferor and the Owner Trustee or the Certificate Registrar a
properly executed IRS Form W-8ECI and a new IRS Form W-8ECI upon the
expiration or obsolescence of any previously delivered form (and such other
certifications, representations or Opinions of Counsel as may be requested by
the transferor and the Owner


                                      31
<PAGE>


Trustee). By accepting and holding a Trust Certificate, the Holder thereof
that has not delivered the Opinion of Counsel executed in the third paragraph
of Section 3.04 shall be deemed to have represented and warranted that it is
not a Benefit Plan.

      Section 11.14. Acceptance of Terms of Agreement. The receipt and
acceptance of a Trust Certificate by a Certificateholder, without any
signature or further manifestation of assent, shall constitute the
unconditional acceptance by the Certificateholder of all the terms and
provisions of this Agreement, and shall constitute the agreement of the
Certificateholder that the terms and provisions of this Agreement shall be
binding, operative and effective as between the Owner Trustee and the
Certificateholder.


                                      32
<PAGE>


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

                                        REGIONS ACCEPTANCE LLC,
                                          as Depositor



                                        By: /s/ L. Scott Barringer
                                           ------------------------------------
                                           Name:   L. Scott Barringer
                                           Title:  Vice President and Treasurer


                                        WACHOVIA BANK OF DELAWARE, NATIONAL
                                        ASSOCIATION,
                                           as Owner Trustee



                                        By: /s/ Rita M. Ritrovato
                                           ------------------------------------
                                           Name:   Rita M. Ritrovato
                                           Title:  Trust Officer





<PAGE>



THE BANK OF NEW YORK, solely
   for the purposes of accepting (i)
   the appointment to act as
   Certificate Registrar pursuant to
   Section 3.04, (ii) the appointment
   to act as Paying Agent pursuant to
   Section 3.09, and (iii) the
   designation of its office pursuant
   to Section 3.08


By: /s/ John Bobko
   ------------------------------------
   Name:     John Bobko
   Title:    Assistant Vice President



<PAGE>



                                                                     EXHIBIT A


                           FORM OF TRUST CERTIFICATE


      THIS TRUST CERTIFICATE IS SUBORDINATE TO THE NOTES, AS SET FORTH IN THE
SALE AND SERVICING AGREEMENT.

      THIS TRUST CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR UNDER THE SECURITIES
OR BLUE SKY LAWS OF ANY STATE IN THE UNITED STATES OR ANY FOREIGN SECURITIES
LAWS. BY ITS ACCEPTANCE OF THIS TRUST CERTIFICATE THE HOLDER HEREOF UNLESS
SUCH HOLDER IS THE DEPOSITOR OR AN AFFILIATE THEREOF IS DEEMED TO REPRESENT TO
THE DEPOSITOR AND THE OWNER TRUSTEE (i) THAT IT IS AN "ACCREDITED INVESTOR" AS
DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D PROMULGATED UNDER
THE 1933 ACT (AN "ACCREDITED INVESTOR") AND THAT IT IS ACQUIRING THIS TRUST
CERTIFICATE FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A
FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE ACCREDITED INVESTORS
UNLESS THE HOLDER IS A BANK ACTING IN ITS FIDUCIARY CAPACITY) FOR INVESTMENT
AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, THE PUBLIC
DISTRIBUTION HEREOF OR (ii) THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" AS
DEFINED IN RULE 144A UNDER THE 1933 ACT AND IS ACQUIRING SUCH TRUST
CERTIFICATE FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A
FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL
BUYERS).

      NO SALE, PLEDGE OR OTHER TRANSFER OF THIS TRUST CERTIFICATE MAY BE MADE
BY ANY PERSON UNLESS EITHER (i) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO
THE DEPOSITOR, (ii) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO AN
ACCREDITED INVESTOR THAT EXECUTES A CERTIFICATE, SUBSTANTIALLY IN THE FORM
SPECIFIED IN THE AMENDED AND RESTATED TRUST AGREEMENT DATED AS OF November 7,
2003 (THE "TRUST AGREEMENT") BETWEEN REGIONS ACCEPTANCE LLC AND WACHOVIA BANK
OF DELAWARE, NATIONAL ASSOCIATION, TO THE EFFECT THAT IT IS AN ACCREDITED
INVESTOR ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS
A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE ACCREDITED INVESTORS
UNLESS THE HOLDER IS A BANK ACTING IN ITS FIDUCIARY CAPACITY), (iii) SO LONG
AS THIS TRUST CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER
THE 1933 ACT, SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A PERSON WHOM THE
PROSPECTIVE TRANSFEROR REASONABLY BELIEVES AFTER DUE INQUIRY IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A), ACTING FOR ITS OWN ACCOUNT
(AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS
(WHICH OTHERS ALSO ARE QUALIFIED


                                     A-1
<PAGE>


INSTITUTIONAL BUYERS) TO WHOM NOTICE IS GIVEN THAT THE SALE, PLEDGE OR
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (iv) SUCH SALE, PLEDGE OR
OTHER TRANSFER IS OTHERWISE MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT, IN WHICH CASE (A) THE OWNER TRUSTEE SHALL
REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE TRANSFEREE
CERTIFY TO THE OWNER TRUSTEE AND THE DEPOSITOR IN WRITING THE FACTS
SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE
SATISFACTORY TO THE OWNER TRUSTEE AND THE DEPOSITOR, AND (B) THE OWNER TRUSTEE
SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE
OF THE DEPOSITOR, ANY AFFILIATE OF THE DEPOSITOR OR THE OWNER TRUSTEE)
SATISFACTORY TO THE DEPOSITOR AND THE OWNER TRUSTEE TO THE EFFECT THAT SUCH
TRANSFER WILL NOT VIOLATE THE 1933 ACT.

      EACH CERTIFICATEHOLDER, BY ITS ACCEPTANCE OF THIS TRUST CERTIFICATE,
COVENANTS AND AGREES THAT SUCH CERTIFICATEHOLDER SHALL NOT, PRIOR TO THE DATE
THAT IS ONE YEAR AND ONE DAY AFTER THE TERMINATION OF THE TRUST AGREEMENT,
ACQUIESCE, PETITION OR OTHERWISE INVOKE OR CAUSE THE TRUST OR THE DEPOSITOR TO
INVOKE THE PROCESS OF ANY COURT OR GOVERNMENTAL AUTHORITY FOR THE PURPOSE OF
COMMENCING OR SUSTAINING A CASE AGAINST THE TRUST OR THE DEPOSITOR UNDER ANY
FEDERAL OR STATE BANKRUPTCY, INSOLVENCY, REORGANIZATION OR SIMILAR LAW, OR
APPOINTING A CONSERVATOR, RECEIVER, LIQUIDATOR, ASSIGNEE, TRUSTEE, CUSTODIAN,
SEQUESTRATOR OR OTHER SIMILAR OFFICIAL OF THE TRUST OR THE DEPOSITOR OR ANY
SUBSTANTIAL PART OF ITS PROPERTY, OR ORDERING THE WINDING UP OR LIQUIDATION OF
THE AFFAIRS OF THE TRUST OR THE DEPOSITOR.

      NO TRANSFER OF A TRUST CERTIFICATE SHALL BE MADE TO ANY PERSON UNLESS
THE OWNER TRUSTEE HAS RECEIVED (A) A CERTIFICATE IN SUBSTANTIALLY THE FORM
SPECIFIED IN THE TRUST AGREEMENT FROM SUCH PERSON TO THE EFFECT THAT SUCH
PERSON 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 THE PROVISIONS OF TITLE I OF ERISA, (II) A PLAN DESCRIBED IN
SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE") THAT IS
SUBJECT TO SECTION 4975 OF THE CODE OR (III) ANY ENTITY WHOSE UNDERLYING
ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY OR
OTHERWISE UNDER ERISA, OR A PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (EACH, A "BENEFIT
PLAN"), OR (B) AN OPINION OF COUNSEL SATISFACTORY TO THE OWNER TRUSTEE AND THE
DEPOSITOR TO THE EFFECT THAT THE PURCHASE AND HOLDING OF SUCH TRUST
CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A NONEXEMPT PROHIBITED
TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE
OWNER TRUSTEE, THE INDENTURE


                                     A-2
<PAGE>


TRUSTEE OR THE DEPOSITOR TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN
THE BASIC DOCUMENTS.

      THIS CERTIFICATE DOES NOT REPRESENT DEPOSITS OR OBLIGATIONS OF OR AN
INTEREST IN REGIONS BANK OR ANY OF ITS AFFILIATES.

      THIS CERTIFICATE IS NOT GUARANTEED OR INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY GOVERNMENTAL AGENCY.


                                     A-3
<PAGE>


NUMBER R-___              PERCENTAGE INTEREST:  [  ]%

                     REGIONS AUTO RECEIVABLES TRUST 2003-2

                                  CERTIFICATE

evidencing a fractional undivided beneficial interest in the Trust, as defined
below, the property of which consists of: (1) the Receivables and all moneys
received thereon on or after the Cutoff Date; (2) the security interests in
the Financed Vehicles and any accessions thereto granted by Obligors pursuant
to the Receivables and any other interest of the Depositor in such Financed
Vehicles; (3) any Liquidation Proceeds and any other proceeds with respect to
the Receivables from claims on any physical damage, credit life or disability
insurance policies covering the Financed Vehicles or the related Obligors,
including any vendor's single interest or other collateral protection
insurance policy; (4) any property that shall have secured a Receivable and
shall have been acquired by or on behalf of the Depositor, the Master Servicer
or the Trust; (5) the proceeds from any Master Servicer's errors and omissions
protection policy, any fidelity bond and any blanket physical damage policy,
to the extent such proceeds relate to any Financed Vehicle; (6) all documents
and other items contained in the Receivable Files; (7) all of the Depositor's
rights (but not its obligations) under the Receivables Purchase Agreement; (8)
all right, title and interest in all funds on deposit from time to time in the
Trust Accounts and the Certificate Distribution Account and in all investments
therein and proceeds thereof (including all Investment Earnings thereon); (9)
all accounts, money, chattel paper, securities, instruments, documents,
deposit accounts, certificates of deposit, letters of credit, advices of
credit, banker's acceptances, uncertificated securities, general intangibles,
contract rights, goods and other property consisting of, arising from or
relating to any and all of the foregoing; and (10) the proceeds of any and all
of the foregoing.

      THIS TRUST CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR AN
OBLIGATION OF REGIONS ACCEPTANCE LLC, REGIONS BANK, WACHOVIA BANK OF DELAWARE,
NATIONAL ASSOCIATION OR ANY OF THEIR RESPECTIVE AFFILIATES.

      THIS CERTIFIES THAT ________________ is the registered owner of a [ ]%
PERCENT nonassessable, fully paid, undivided percentage interest in REGIONS
AUTO RECEIVABLES TRUST 2003-2, a common law trust under the laws of the State
of Delaware (the "Trust"), formed by REGIONS ACCEPTANCE LLC, a Delaware
limited liability company (the "Depositor").

      The Trust was created pursuant to a Trust Agreement amended and restated
as of November 7, 2003 (as amended, supplemented or otherwise modified from
time to time, the "Trust Agreement"), between the Depositor and Wachovia Bank
of Delaware, National Association, 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 or the Sale and
Servicing Agreement dated as of November 7, 2003 (as amended, supplemented or
otherwise modified from time to time, the "Sale and Servicing Agreement"),
among the Trust,


                                     A-4
<PAGE>


the Depositor, Regions Bank, as Master Servicer, Seller, Custodian and
Administrator, and The Bank of New York, as Indenture Trustee, as applicable.

      This Trust Certificate is one of the duly authorized Trust Certificates
designated as "Asset Backed Certificates" (herein called the "Trust
Certificates"). Also issued under an Indenture dated as of November 7, 2003
(as amended, supplemented or otherwise modified from time to time, the
"Indenture"), between the Owner Trustee on behalf of the Trust and The Bank of
New York, as indenture trustee, are the classes of Notes designated as
"1.1643% Asset Backed Notes, Class A-1," "1.63% Asset Backed Notes, Class
A-2," "2.31% Asset Backed Notes, Class A-3" and "3.07% Asset Backed Notes,
Class A-4" (collectively, the "Class A Notes"), "2.86% Asset Backed Notes,
Class B" (the "Class B Notes") and "3.87% Asset Backed Notes, Class C" (the
"Class C Notes", and together with the Class A Notes and the Class B Notes,
the "Notes"). This Trust Certificate is issued under and is subject to the
terms, provisions and conditions of the Trust Agreement, to which Trust
Agreement the Holder of this Trust Certificate by virtue of its acceptance
hereof assents and by which such Certificateholder is bound. The property of
the Trust consists of: (1) the Receivables and all moneys received thereon on
or after the Cutoff Date; (2) the security interests in the Financed Vehicles
and any accessions thereto granted by Obligors pursuant to the Receivables and
any other interest of the Depositor in such Financed Vehicles; (3) any
Liquidation Proceeds and any other proceeds with respect to the Receivables
from claims on any physical damage, credit life or disability insurance
policies covering the Financed Vehicles or the related Obligors, including any
vendor's single interest or other collateral protection insurance policy; (4)
any property that shall have secured a Receivable and shall have been acquired
by or on behalf of the Depositor, the Master Servicer or the Trust; (5) the
proceeds from any Master Servicer's errors and omissions protection policy,
any fidelity bond and any blanket physical damage policy, to the extent such
proceeds relate to any Financed Vehicle; (6) all documents and other items
contained in the Receivable Files; (7) all of the Depositor's rights (but not
its obligations) under the Receivables Purchase Agreement; (8) all right,
title and interest in all funds on deposit from time to time in the Trust
Accounts and the Certificate Distribution Account and in all investments
therein and proceeds thereof (including all Investment Earnings thereon); (9)
all accounts, money, chattel paper, securities, instruments, documents,
deposit accounts, certificates of deposit, letters of credit, advices of
credit, banker's acceptances, uncertificated securities, general intangibles,
contract rights, goods and other property consisting of, arising from or
relating to any and all of the foregoing; and (10) the proceeds of any and all
of the foregoing. The rights of the Certificateholders are subordinate to the
rights of the Noteholders, as set forth in the Sale and Servicing Agreement.

      Under the Trust Agreement, there will be distributed on the 15th day of
each month or, if such 15th day is not a Business Day, the next Business Day
(each, a "Payment Date"), commencing on January 15, 2004, to the Person in
whose name this Trust Certificate is registered on the last day of the
immediately preceding month (the "Record Date"), such Certificateholder's
fractional undivided interest in the amount to be distributed to
Certificateholders on such Payment Date.

      The Holder of this Trust Certificate acknowledges and agrees that its
rights to receive distributions in respect of this Trust Certificate are
subordinate to the rights of the Noteholders as described in the Sale and
Servicing Agreement and the Indenture.


                                     A-5
<PAGE>



      It is the intent of the Depositor and the Certificateholders that, to
the extent the Certificates are beneficially owned by a single
Certificateholder for purposes of federal income, state and local income and
single business tax and any other income taxes, the Trust will be treated as
an agent of the sole Certificateholder and to the extent the Certificates are
beneficially owned by more than one Certificateholder as a partnership with
the Certificateholders being treated as partners in that tax partnership. A
Certificateholder, by its acceptance of a Trust Certificate, agrees to so
treat, and to take no action inconsistent with the treatment of, the Trust for
such tax purposes as an agent of the Trust and not as a separate tax entity
for federal income tax and state income and franchise tax purposes.

      Each Certificateholder, by its acceptance of a Trust Certificate, agrees
to treat, and to take no action inconsistent with the treatment of, the Trust
Certificates for such tax purposes as the beneficial ownership interests in an
entity that is disregarded if there is only one Certificateholder or as
partnership interests in the Trust if there is more than one
Certificateholder.

      A Certificateholder, by its acceptance of a Trust Certificate, covenants
and agrees that such Certificateholder will not at any time institute against
the Depositor, the Owner Trustee or the Trust, or join in any institution
against the Depositor, the Owner Trustee 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 Trust Certificates, the
Notes, the Trust Agreement or any of the Basic Documents.

      Payments on this Trust Certificate will be made as provided in the Trust
Agreement by the Owner Trustee or the Paying Agent by wire transfer or check
mailed to the Certificateholder of record in the Certificate Register without
the presentation or surrender of this Trust 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 Trust Certificate
will be made after due notice by the Owner Trustee of the pendency of such
payment and only upon presentation and surrender of this Trust Certificate at
the office or agency designated for that purpose by the Owner Trustee in the
Borough of Manhattan, The City of New York.

      Reference is hereby made to the further provisions of this Trust
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 or The Bank of New York, as the
Owner Trustee's authenticating agent, by manual signature, this Trust
Certificate shall not entitle the Holder hereof to any benefit under the Trust
Agreement or the Sale and Servicing Agreement or be valid for any purpose.

      THIS TRUST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,
AND THE OBLIGATIONS, RIGHTS AND


                                     A-6
<PAGE>


REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.


                                     A-7
<PAGE>


      IN WITNESS WHEREOF, the Owner Trustee has caused this Trust Certificate
to be duly executed.


                                        WACHOVIA BANK OF DELAWARE, NATIONAL
                                        ASSOCIATION, not in its individual
                                        capacity but solely as Owner Trustee
                                        of REGIONS AUTO RECEIVABLES TRUST
                                        2003-2



Dated:  November ___, 2003              By:
                                           -----------------------------------
                                           Authorized Signatory


                 OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

<TABLE>
<CAPTION>

<S>                                                <C>       <C>
WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION,             WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION,
as Owner Trustee                                    or       as Owner Trustee

                                                             By:  The Bank of New York, as Authenticating Agent

By:                                                          By:
   -----------------------------------                          -------------------------------------
   Authorizing Agent                                            Authorizing Agent

</TABLE>



                                     A-8
<PAGE>


                        [REVERSE OF TRUST CERTIFICATE]


      The Trust Certificates do not represent an obligation of, or an interest
in, the Depositor, the Master Servicer, the Owner Trustee in its individual
capacity or any affiliates of any of them and no recourse may be had against
such parties or their assets, except as expressly set forth or contemplated
herein or in the Trust Agreement or the Basic Documents. In addition, this
Trust Certificate is not guaranteed by any governmental agency or
instrumentality and is limited in right of payment to certain collections and
recoveries with respect to the Receivables (and certain other amounts), all as
more specifically set forth herein and in the Sale and Servicing Agreement. A
copy of each of the Sale and Servicing Agreement and the Trust Agreement may
be examined by any Certificateholder upon written request during normal
business hours at the principal office of the Depositor and at such other
places, if any, designated by the Depositor.

      The Trust Agreement, with certain exceptions provided therein, may be
amended from time to time by the Depositor and the Owner Trustee, with prior
written notice to each Rating Agency, with the consent of the Holders (as
defined in the Indenture) of Notes evidencing not less than a majority of the
Outstanding Amount of the Notes and the consent of the Holders of Certificates
evidencing not less than a majority of the Percentage Interests in the
Certificates, for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Trust Agreement or of
modifying in any manner the rights of the Noteholders or the
Certificateholders. Any such consent by the Holder of this Trust Certificate
shall be conclusive and binding on such Holder and on all future Holders of
this Trust Certificate and of any Trust Certificate issued upon the transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of
such consent is made upon this Trust Certificate. The Trust Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Trust Certificates.

      As provided in the Trust Agreement and subject to certain limitations
therein set forth, the transfer of this Trust Certificate is registerable in
the Certificate Register upon surrender of this Trust Certificate for
registration of transfer at the offices or agencies of the Certificate
Registrar designated by the Owner Trustee in the Borough of Manhattan, The
City of New York, 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 Trust Certificates of authorized denominations
evidencing the same aggregate interest in the Trust will be issued to the
designated transferee. The initial Certificate Registrar appointed under the
Trust Agreement is The Bank of New York, New York, New York.

      Except as provided in the Trust Agreement, the Trust Certificates are
issuable only as registered Trust Certificates without coupons in minimum
denominations of one percent Percentage Interest. As provided in the Trust
Agreement and subject to certain limitations therein set forth, Trust
Certificates are exchangeable for new Trust Certificates of 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


                                     A-9
<PAGE>


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
Trust 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 obligations and responsibilities created by the Owner Trustee
Agreement and the Trust created thereby shall terminate upon the payment to
Certificateholders of all amounts required to be paid to them pursuant to the
Trust Agreement and the Sale and Servicing Agreement and the disposition of
all property held as part of the Trust Estate. The Master Servicer of the
Receivables may at its option purchase the Trust Estate 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 Trust
Certificates; provided, however, that such right of purchase is exercisable
only as of the Determination Date as of which the Pool Balance is less than or
equal to 10% of the Initial Pool Balance.

      Unless an Opinion of Counsel has been delivered in accordance with the
third paragraph of Section 3.04 of the Trust Agreement, the Trust Certificates
may not be acquired by or on behalf of (a) an employee benefit plan (as
defined in Section 3(3) of ERISA) that is subject to the provisions of Title I
of ERISA, (b) a plan described in Section 4975(e)(1) of the Code that is
subject Section 4975 of the Code or (c) any entity whose underlying assets
include plan assets by reason of a plan's investment in the entity, or
otherwise under ERISA or (d) a plan subject to any Similar Law (each, a
"Benefit Plan"). By accepting and holding this Trust Certificate, the Holder
hereof shall be deemed to have represented and warranted either (i) that it is
not a Benefit Plan or (ii) that it has delivered such an Opinion of Counsel.


                                     A-10
<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 Trust Certificate, and all rights thereunder, and
            hereby irrevocably constitutes and appoints ____________,
            attorney, to transfer said Trust 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 of the registered owner as it appears on the face of the within Trust
Certificate in every particular, without alteration, enlargement or any change
whatever. Such signature must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Certificate Registrar, which
requirements include membership or participation in STAMP or such other
"signature guarantee program" as may be determined by the Certificate
Registrar in addition to, or in substitution for, STAMP, all in accordance
with the Securities Exchange Act of 1934, as amended.


                                     A-11
<PAGE>



                                                                     EXHIBIT B


                        FORM OF TRANSFEROR CERTIFICATE

                                    [DATE]

[The Bank of New York
101 Barclay Street - 8 West
New York, New York 10286
Attention:  Asset Backed Securities Unit

Regions Acceptance LLC
417 20th Street North
Birmingham, Alabama 35203]

[Wachovia Bank of Delaware, National Association,
as Owner Trustee
One Rodney Square
920 King Street
Wilmington, Delaware 19801
Attention: Corporate Trust Administration]

      Re:   Regions Auto Receivables Trust 2003-2
            -------------------------------------

Ladies and Gentlemen:

      In connection with our disposition of the Asset Backed Certificates (the
"Certificates") issued by the referenced trust (the "Trust") we certify that
(a) we understand that the Certificates have not been registered under the
Securities Act of 1933, as amended (the "Act"), and are being transferred by
us in a transaction that is exempt from the registration requirements of the
Act and (b) we have not offered or sold any Certificates to, or solicited
offers to buy any Certificates from, any person, or otherwise approached or
negotiated with any person with respect thereto, in a manner that would be
deemed, or taken any other action which would result in, a violation of
Section 5 of the Act.

                                        Very truly yours,

                                        [NAME OF TRANSFEROR]


                                        By:
                                           -----------------------------------
                                                 Authorized Officer



                                     B-1
<PAGE>



                                                                     EXHIBIT C


                           FORM OF INVESTMENT LETTER

[The Bank of New York
101 Barclay Street - 8 West
New York, New York 10286
Attention:  Asset Backed Securities Unit

Regions Acceptance LLC
417 20th Street North
Birmingham, Alabama]

[Wachovia Bank of Delaware, National Association,
as Owner Trustee
One Rodney Square
920 King Street
Wilmington, Delaware 19801
Attention: Corporate Trust Administration]

Ladies and Gentlemen:

      In connection with our proposed purchase of a [o]% percentage interest
in the Asset Backed Certificates (the "Certificates") of Regions Auto
Receivables Trust 2003-2 (the "Issuer"), we confirm that:

           1. We understand that the Certificates have not been registered
      under the Securities Act of 1933, as amended (the "1933 Act") and may
      not be sold except as permitted in the following sentence. We understand
      and agree, on our own behalf and on behalf of any accounts for which we
      are acting as hereinafter stated, (x) that such Certificates are being
      offered only in a transaction not involving any public offering within
      the meaning of the 1933 Act and (y) that such Certificates may be
      resold, pledged or transferred only (i) to the Depositor, (ii) to an
      "accredited investor" as defined in Rule 501(a)(1),(2),(3) or (7) (an
      "Accredited Investor") under the 1933 Act acting for its own account
      (and not for the account of others) or as a fiduciary or agent for
      others (which others also are Accredited Investors unless the holder is
      a bank acting in its fiduciary capacity) that executes a certificate
      substantially in the form hereof, (iii) so long as such Certificate is
      eligible for resale pursuant to Rule 144A under the 1933 Act ("Rule
      144A"), to a person whom we reasonably believe after due inquiry is a
      "qualified institutional buyer" as defined in Rule 144A, acting for its
      own account (and not for the account of others) or as a fiduciary or
      agent for others (which others also are "qualified institutional
      buyers") to whom notice is given that the resale, pledge or transfer is
      being made in reliance on Rule 144A or (iv) in a sale, pledge or other
      transfer made in a transaction otherwise exempt from the registration
      requirements of the 1933 Act, in which case the Owner Trustee shall
      require that both the prospective transferor and the prospective
      transferee certify to the Owner Trustee or the Certificate Registrar and
      the


                                     C-1
<PAGE>


      Depositor in writing the facts surrounding such transfer, which
      certification shall be in form and substance satisfactory to the Owner
      Trustee and the Depositor. Except in the case of a transfer described in
      clauses (i) or (iii) above, the Owner Trustee shall require that a
      written opinion of counsel (which will not be at the expense of the
      Depositor, any affiliate of the Depositor, the Owner Trustee or the
      Certificate Registrar) satisfactory to the Owner Trustee or the
      Certificate Registrar and the Depositor be delivered to the Owner
      Trustee or the Certificate Registrar and the Depositor to the effect
      that such transfer will not violate the 1933 Act, in each case in
      accordance with any applicable securities laws of any state of the
      United States. We will notify any purchaser of the Certificates from us
      of the above resale restrictions, if then applicable. We further
      understand that in connection with any transfer of the Certificates by
      us that the Depositor and the Owner Trustee may request, and if so
      requested we will furnish such certificates and other information as
      they may reasonably require to confirm that any such transfer complies
      with the foregoing restrictions.

           2. [CHECK ONE]

/_/   (a) We are an "accredited investor" (as defined in Rule
      501(a)(1),(2),(3) or (7) of Regulation D under the 1933 Act) acting for
      our own account (and not for the account of others) or as a fiduciary or
      agent for others (which others also are Accredited Investors unless we
      are a bank acting in its fiduciary capacity). We have such knowledge and
      experience in financial and business matters as to be capable of
      evaluating the merits and risks of our investment in the Certificates,
      and we and any accounts for which we are acting are each able to bear
      the economic risk of our or their investment for an indefinite period of
      time. We are acquiring the Certificates for investment and not with a
      view to, or for offer and sale in connection with, a public
      distribution.

/_/   (b) We are a "qualified institutional buyer" as defined under Rule 144A
      under the 1933 Act and are acquiring the Certificates for our own
      account (and not for the account of others) or as a fiduciary or agent
      for others (which others also are "qualified institutional buyers"). We
      are familiar with Rule 144A under the 1933 Act and are aware that the
      seller of the Certificates and other parties intend to rely on the
      statements made herein and the exemption from the registration
      requirements of the 1933 Act provided by Rule 144A.

           3. We are not and are not acting on behalf of (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
      the provisions of Title I of ERISA, (ii) a plan described in Section
      4975(e)(1) of the Code and subject to Section 4975 of the Code or (iii)
      any entity whose underlying assets include plan assets by reason of a
      plan's investment in the entity or otherwise under ERISA or (iv) a plan
      subject to any Similar Law (each, a "Benefit Plan"). We hereby
      acknowledge that no transfer of any Certificate shall be permitted to be
      made to any person unless the Owner Trustee has received (i) a
      certificate from such transferee to the effect of the preceding
      sentence, or (ii) an opinion of counsel satisfactory to the Owner
      Trustee and the Depositor (which Opinion of Counsel will not be an
      expense of the Owner Trustee, the Depositor or the Trust) to the effect
      that the purchase and holding of any such Certificate will not
      constitute or result in


                                     C-2
<PAGE>


      a nonexempt prohibited transaction under ERISA or Section 4975 of the
      Code and will not subject the Owner Trustee, the Indenture Trustee or
      the Depositor to any obligation in addition to those undertaken in the
      Basic Documents with respect to the Certificates (provided, however,
      that the Owner Trustee will not require such certificate or opinion in
      the event that the Owner Trustee has obtained from counsel satisfactory
      to the Owner Trustee, an opinion to the effect that as a result of
      change of law or otherwise, the purchase and holding of any such
      Certificate by a Benefit Plan or a Person that is purchasing or holding
      any such Certificate with the assets of a Benefit Plan will not
      constitute or result in a nonexempt prohibited transaction under ERISA
      or Section 4975 of the Code)(which Opinion of Counsel may be at the
      request and expense of the Owner Trustee, the Trust or the Depositor).

           4. We are a Person who is either (A)(1) a citizen or individual
      resident of the United States, (2) a corporation, partnership or other
      entity organized in or under the laws of the United States, any state
      thereof or the District of Columbia or (3) a Person not described in
      (A)(1) or (2) whose ownership of the Trust 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 its ownership of any
      interest in a Certificate will not result in any withholding obligation
      with respect to any payments with respect to the Trust Certificates by
      any Person (other than withholding, if any, under Section 1446 of the
      Code) or (B) an estate the income of which is includible in gross income
      for federal income tax purposes regardless of source or a trust if (1)
      the court within the United States is able to exercise primary
      supervision of the administration of such trust and one or more United
      States persons have the authority to control all substantial decisions
      of the Issuer or (2) such trust was in existence on August 20, 1996 and
      properly elected to continue to be treated as a United States person. We
      agree to provide a certification of non-foreign status signed under
      penalty of perjury and, alternatively, that if we are a Person described
      in clause (A)(3) above, we will furnish to the transferor and the Owner
      Trustee a properly executed IRS Form W-8ECI and a new IRS Form W-8ECI
      upon the expiration or obsolescence of any previously delivered form
      (and such other certifications, representations or Opinions of Counsel
      as may be requested by the transferor and the Owner Trustee).

           5. We understand that the Depositor, the Owner Trustee, the Issuer,
      J.P. Morgan Securities Inc., Morgan Keegan & Company Inc. and others
      will rely upon the truth and accuracy of the foregoing acknowledgments,
      representations and agreements, and we agree that if any of the
      acknowledgments, representations and warranties deemed to have been made
      by us by our purchase of the Certificates, for our own account or for
      one or more accounts as to each of which we exercise sole investment
      discretion, are no longer accurate, we shall promptly notify the
      Depositor, the Owner Trustee, J.P. Morgan Securities Inc. and Morgan
      Keegan & Company Inc.

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


                                     C-3
<PAGE>


                                        Very truly yours,

                                        [NAME OF PURCHASER]


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

                                        Date:


                                      C-4