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                            AMENDED AND RESTATED

                              TRUST AGREEMENT


                                  between


                        MMCA AUTO RECEIVABLES TRUST,
                               as Depositor,


                                    and


                         WILMINGTON TRUST COMPANY,
                              as Owner Trustee




                        Dated as of October 1, 2001





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                             TABLE OF CONTENTS
                                                                            Page


ARTICLE I DEFINITIONS.........................................................1
  SECTION 1.1        Capitalized Terms........................................1
  SECTION 1.2        Other Definitional Provisions............................4

ARTICLE II ORGANIZATION OF THE TRUST..........................................5
  SECTION 2.1        Name.....................................................5
  SECTION 2.2        Office...................................................5
  SECTION 2.3        Purposes and Powers......................................5
  SECTION 2.4        Appointment of Owner Trustee.............................6
  SECTION 2.5        Initial Capital Contribution of Owner Trust Estate.......6
  SECTION 2.6        Declaration of Trust.....................................6
  SECTION 2.7        Title to Trust Property..................................7
  SECTION 2.8        Situs of Trust...........................................7
  SECTION 2.9        Representations and Warranties of the Depositor..........7
  SECTION 2.10        Federal Income Tax Matters..............................8
  SECTION 2.11        Characterization of the Trust...........................9

ARTICLE III TRUST CERTIFICATES AND TRANSFER OF INTERESTS......................9
  SECTION 3.1        Initial Ownership........................................9
  SECTION 3.2        The Certificates.........................................9
  SECTION 3.3        Authentication of Certificates..........................10
  SECTION 3.4        Registration of Certificates; Transfer and Exchange
                     of Certificates.........................................10
  SECTION 3.5        Mutilated, Destroyed, Lost or Stolen Certificates.......15
  SECTION 3.6        Persons Deemed Owners of Certificates...................16
  SECTION 3.7        Access to List of Certificateholders' Names and
                     Addresses...............................................16
  SECTION 3.8        Maintenance of Office or Agency.........................16
  SECTION 3.9        Appointment of Paying Agent.............................16

ARTICLE IV ACTIONS BY OWNER TRUSTEE..........................................17
  SECTION 4.1        Prior Notice to Certificateholders with Respect
                     to Certain Matters......................................17
  SECTION 4.2        Action by Certificateholders with Respect
                     to Certain Matters......................................18
  SECTION 4.3        Action by Certificateholders with Respect
                     to Bankruptcy...........................................18
  SECTION 4.4        Restrictions on Certificateholders' Power...............18
  SECTION 4.5        Majority Control........................................18

ARTICLE V APPLICATION OF TRUST FUNDS; CERTAIN DUTIES.........................19
  SECTION 5.1        Establishment of Certificate Distribution Account.......19
  SECTION 5.2        Application of Trust Funds..............................19
  SECTION 5.3        Method of Payment.......................................20
  SECTION 5.4        No Segregation of Monies; No Interest...................20
  SECTION 5.5        Accounting and Reports to the Certificateholders,
                     the Internal Revenue Service and Others.................20
  SECTION 5.6        Signature on Returns; Tax Matters Partner...............21

ARTICLE VI AUTHORITY AND DUTIES OF OWNER TRUSTEE.............................21
  SECTION 6.1        General Authority.......................................21
  SECTION 6.2        General Duties..........................................22
  SECTION 6.3        Action upon Instruction.................................22
  SECTION 6.4        No Duties Except as Specified in this Agreement
                     or in Instructions......................................23
  SECTION 6.5        Restrictions............................................23

ARTICLE VII REGARDING THE OWNER TRUSTEE......................................24
  SECTION 7.1        Acceptance of Trusts and Duties.........................24
  SECTION 7.2        Furnishing of Documents.................................25
  SECTION 7.3        Representations and Warranties..........................25
  SECTION 7.4        Reliance; Advice of Counsel.............................25
  SECTION 7.5        Not Acting in Individual Capacity.......................26
  SECTION 7.6        Owner Trustee Not Liable for Certificates or
                     Receivables.............................................26
  SECTION 7.7        Owner Trustee May Own Certificates and Notes............27

ARTICLE VIII COMPENSATION OF OWNER TRUSTEE...................................27
  SECTION 8.1        Owner Trustee's Fees and Expenses.......................27
  SECTION 8.2        Indemnification.........................................27
  SECTION 8.3        Payments to the Owner Trustee...........................28

ARTICLE IX TERMINATION.......................................................28
  SECTION 9.1        Termination of Trust Agreement..........................28
  SECTION 9.2        Prepayment of the Certificates..........................29

ARTICLE X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES.............30
  SECTION 10.1        Eligibility Requirements for Owner Trustee.............30
  SECTION 10.2        Resignation or Removal of Owner Trustee................30
  SECTION 10.3        Successor Owner Trustee................................31
  SECTION 10.4        Merger or Consolidation of Owner Trustee...............32
  SECTION 10.5        Appointment of Co-Trustee or Separate Trustee..........32

ARTICLE XI MISCELLANEOUS.....................................................33
  SECTION 11.1        Supplements and Amendments.............................33
  SECTION 11.2        No Legal Title to Owner Trust Estate in
                      Certificateholders.....................................35
  SECTION 11.3        Limitation on Rights of Others.........................35
  SECTION 11.4        Notices................................................35
  SECTION 11.5        Severability...........................................36
  SECTION 11.6        Separate Counterparts..................................36
  SECTION 11.7        Successors and Assigns.................................36
  SECTION 11.8        Covenants of the Depositor.............................36
  SECTION 11.9        No Petition; Subordination; Claims Against Depositor...37
  SECTION 11.10        No Recourse...........................................37
  SECTION 11.11        Headings..............................................37
  SECTION 11.12        Governing Law.........................................37


                                  EXHIBITS

  EXHIBIT A     Form of Certificate
  EXHIBIT B     Form of Certificate of Trust
  EXHIBIT C     Form of Rule 144A Transferor Certificate
  EXHIBIT D     Form of Investment Letter-- Qualified Institutional Buyer
  EXHIBIT E     Form of Investment Letter-- Institutional Accredited Investor

                  AMENDED AND RESTATED TRUST AGREEMENT, dated as of October
1, 2001 (as the same may be further amended, supplemented or otherwise
modified and in effect from time to time, this "Agreement"), between MMCA
AUTO RECEIVABLES TRUST, a Delaware business trust, as depositor (the
"Depositor"), having its principal executive office at 6363 Katella Avenue,
Cypress, California 90630-5205; and WILMINGTON TRUST COMPANY, a Delaware
banking corporation, as trustee under this agreement (in such capacity,
together with any successor or permitted assign, the "Owner Trustee"),
having its principal corporate trust office at Rodney Square North, 1100
North Market Street, Wilmington, Delaware 19890-0001.

                  WHEREAS, the parties hereto intend to amend and restate
that certain Trust Agreement, dated as of July 10, 2001 between the
Depositor and the Owner Trustee, on the terms and conditions hereinafter
set forth;

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

                                 ARTICLE I

                                DEFINITIONS

         SECTION 1.1 Capitalized TermsFor all purposes of this Agreement,
the following terms shall have the meanings set forth below:

         "Agreement" shall have the meaning specified in the recitals
hereto.

         "Basic Documents" shall mean this Agreement, the Certificate of
Trust, the Indenture, the Assignment (as defined in the Purchase
Agreement), the Sale and Servicing Agreement, the Purchase Agreement, the
Administration Agreement, the Note Depository Agreement, the Interest Rate
Swap Agreements, the Yield Supplement Agreement, the Control Agreement and
other documents and certificates delivered in connection therewith as the
same may from time to time be amended, supplemented or otherwise modified
and in effect.

         "Business Trust Statute" shall mean Chapter 38 of Title 12 of the
Delaware Code, 12 Del. Code ss. 3801 et seq., as the same may be amended,
supplemented or otherwise modified and in effect from time to time.

         "Certificate" shall mean a physical certificate evidencing the
beneficial interest of a Certificateholder in the property of the Trust,
substantially in the form of Exhibit A attached hereto. Such certificate
shall entitle the Holder thereof to distributions pursuant to this
Agreement from collections and other proceeds in respect of the Owner Trust
Estate; provided, however, that the Owner Trust Estate has been pledged to
the Indenture Trustee to secure payment of the Notes and that the rights of
Certificateholders to receive distributions on the Certificates are
subordinated to the rights of the Noteholders as described in the Sale and
Servicing Agreement and the Indenture.

         "Certificate Distribution Account" shall have the meaning assigned
to such term in Section 5.1.

         "Certificate of Trust" shall mean the Certificate of Trust in the
form of Exhibit B filed for the Trust pursuant to Section 3810(a) of the
Business Trust Statute.

         "Certificate Register" and "Certificate Registrar" shall mean the
register mentioned and the registrar appointed pursuant to Section 3.4.

         "Certificateholder" shall mean a Holder of a Certificate.

         "Code" shall mean the Internal Revenue Code of 1986, as amended,
and 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 Rodney Square North, 1100 North Market Street, Wilmington, Delaware
19890-0001; or at such other address 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 (the address of which
the successor Owner Trustee will notify the Certificateholders and the
Depositor).

         "Depositor" shall mean MMCA Auto Receivables Trust, a Delaware
business trust.

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

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

         "Expenses" shall have the meaning assigned to such term in Section
8.2.

         "GAAP" shall mean generally accepted accounting principles.

         "Holder" shall mean a Person in whose name a Certificate is
registered in the Certificate Register.

         "Indemnified Parties" shall have the meaning assigned to such term
in Section 8.2.

         "Indenture" shall mean the Indenture, dated as of October 1, 2001,
between the Trust and Bank of Tokyo-Mitsubishi Trust Company, a New York
banking corporation, as indenture trustee, as the same may be amended,
supplemented or otherwise modified and in effect from time to time.

         "Initial Certificate Balance" shall mean $[         ].

         "MART Trust Agreement" shall mean the Amended and Restated Trust
Agreement, dated as of October 1, 1999, between MMCA, as beneficiary, and
Chase Manhattan Bank USA, N.A. (formerly known as Chase Manhattan Bank
Delaware), a Delaware banking corporation, as trustee, relating to the
Depositor, as from time to time amended, supplemented or otherwise modified
and in effect.

         "MMCA" shall mean Mitsubishi Motors Credit of America, Inc., a
Delaware corporation, and its successors and assigns.

         "Owner Trust Estate" shall mean all right, title and interest of
the Trust in, to and under the property and rights assigned to the Trust
pursuant to Article II of the Sale and Servicing Agreement.

         "Owner Trustee" shall mean Wilmington Trust Company, a Delaware
banking corporation, 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 3.9 and shall initially be Wilmington Trust
Company.

         "Prepayment Date" shall mean the Payment Date specified by the
Servicer pursuant to Section 9.2(a).

         "Prepayment Price" shall mean an amount equal to the Certificate
Balance as of the applicable Prepayment Date.

         "Qualified Institutional Buyer" has the meaning specified in Rule
144A.

         "Record Date" shall mean, with respect to any Payment Date for any
Certificate, the fifteenth (15th) day of the preceding month, unless such
fifteenth (15th) day is not a Business Day, in which case the immediately
preceding Business Day.

         "Rule 144A" shall have the meaning assigned to such term in
Section 3.4(d)(i).

         "Rule 144A Information" shall have the meaning assigned to such
term in Section 3.4(e).

         "Sale and Servicing Agreement" shall mean the Sale and Servicing
Agreement, dated as of October 1, 2001 and among the Trust, the Depositor,
as seller, and MMCA, as servicer, as the same may be amended, supplemented
or otherwise modified and in effect from time to time.

         "Secretary of State" shall mean the Secretary of State of the
State of Delaware.

         "Securities Act" shall mean the Securities Act of 1933, as
amended.

         "SFAS 140" shall mean Statement of Financial Accounting Standard
No. 140, Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities.

         "Transfer" shall have the meaning assigned to such term in Section
3.2.

         "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 the trust established by this Agreement.

         "Void Transfer" shall have the meaning assigned to such term in
Section 3.2.

         SECTION 1.2 Other Definitional Provisions.

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

         (b) All terms 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
documents 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; and the
term "including" shall mean "including without limitation."

         (e) The definitions contained in this Agreement are applicable to
the singular as well as the plural forms of such terms and to the masculine
as well as to the 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 OF THE TRUST

         SECTION 2.1 Name. The Trust created hereby shall be known as "MMCA
Auto Owner Trust 2001-3," 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 2.2 Office. The office of the Trust shall be in care of
the Owner Trustee at the Corporate Trust Office or at such other address in
the State of Delaware as the Owner Trustee may designate by written notice
to the Certificateholders and the Depositor.

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

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

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

                  (iii) with the proceeds of the sale of the Notes to fund
         the Reserve Account, the Pre-Funding Account, the Negative Carry
         Account and the Yield Supplement Account, to pay the
         organizational, start-up and transactional expenses of the Trust,
         and to pay the balance to the Depositor pursuant to the Sale and
         Servicing Agreement;

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

                  (v) to assign, grant, transfer, pledge, mortgage and
         convey the Owner Trust Estate (other than the Certificate
         Distribution Account and the proceeds thereof) to the Indenture
         Trustee pursuant to the Indenture;

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

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

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

The Trust is hereby authorized to engage in the foregoing activities. The
Trust shall not engage in any activity other than in connection with the
foregoing or other than as required or authorized by the terms of this
Agreement or the other Basic Documents. In addition, notwithstanding
anything to the contrary herein or in any other Basic Document, the Trust
shall not take any action (i) inconsistent with the derecognition of the
Receivables under GAAP or (ii) that would cause the Trust to become a
member of MMCA's consolidated group under GAAP.

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

         SECTION 2.5 Initial Capital Contribution of Owner Trust Estate. As
of December 8, 2000, the Depositor sold, assigned, transferred, conveyed
and set over to the Owner Trustee the sum of $1. The Owner Trustee hereby
acknowledges receipt in trust from the Depositor, as of such date, of the
foregoing contribution, which shall constitute the initial Owner Trust
Estate and shall be deposited in the Certificate Distribution Account. The
Depositor shall pay 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.

         SECTION 2.6 Declaration of Trust. The Owner Trustee hereby
declares that it will hold the Owner Trust Estate in trust upon and subject
to the conditions set forth herein for the use and benefit of the
Certificateholders, subject to the obligations of the Trust under the Basic
Documents. It is the intention of the parties hereto that (i) the Trust
constitute a business trust under the Business Trust Statute and that this
Agreement constitute the governing instrument of such business trust and
(ii) solely for income and franchise tax purposes, the Trust shall be
treated (a) if it has a single beneficial owner, as a nonentity and (b) if
it has more than one beneficial owner, as a partnership, with the assets of
the partnership being the Receivables, the Trust's rights under the
Interest Rate Swap Agreements and other assets held by the Trust, the
partners of the partnership being the Certificateholders and the Notes
constituting indebtedness of the partnership. The parties agree that,
unless otherwise required by the appropriate tax authorities, the Trust
will file or cause to be filed annual or other necessary returns, reports
and other forms consistent with the characterization of the Trust either as
a nonentity or as a partnership for such tax purposes. Effective as of the
date hereof, the Owner Trustee shall have all rights, powers and duties set
forth herein and in the Business Trust Statute with respect to
accomplishing the purposes of the Trust. The Owner Trustee has filed the
Certificate of Trust with the Secretary of State.

         SECTION 2.7 Title to Trust Property. Legal title to the entirety
of the Owner Trust Estate shall be vested at all times in the Trust as a
separate legal entity, except where applicable law in any jurisdiction
requires title to any part of the Owner Trust Estate to be vested in a
trustee or trustees, in which case title shall be deemed to be vested in
the Owner Trustee, a co-trustee and/or a separate trustee, as the case may
be.

         SECTION 2.8 Situs of Trust. The Trust shall be located and
administered in the State of Delaware. All bank accounts maintained by the
Owner Trustee on behalf of the Trust shall be located in the State of
Delaware or the State of New York. The Trust shall not have any employees
in any state other than the State of Delaware; provided, however, that
nothing herein shall restrict or prohibit the 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 2.9 Representations and Warranties of the Depositor. The
Depositor hereby represents and warrants to the Owner Trustee that:

         (a) The Depositor is duly organized and validly existing as a
business trust 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
business trust in good standing, and has obtained all necessary licenses
and approvals in all jurisdictions in which the ownership or lease of
property or the conduct of its business shall require such qualifications.

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

         (d) The consummation of the transactions contemplated by this
Agreement and the fulfillment of the terms hereof do not conflict with,
result in any breach of any of the terms and provisions of, or constitute
(with or without notice or lapse of time or both) a default under, the
Certificate of Trust or amended and restated trust agreement 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.

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

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

         SECTION 2.10 Federal Income Tax Matters. The Certificateholders
acknowledge that it is their intent and that they understand it is the
intent of the Depositor and the Servicer that, for purposes of Federal
income, state and local income and franchise tax and any other income
taxes, the Trust will be treated either as a "nonentity" under Treas. Reg.
ss. 301.7701-3 or as a partnership, and the Certificateholders (including
the Depositor) will be treated as partners in that partnership. The
Depositor and the other Certificateholders by acceptance of a Certificate
agree to such treatment and agree to take no action inconsistent with such
treatment. For each taxable year (or portion thereof), other than periods
in which there is only one Certificateholder:

         (a) amounts paid to the Depositor pursuant to Sections 4.1(e),
4.7(a) and 4.7(b) of the Sale and Servicing Agreement or clause (i) of the
fourth paragraph of Section 5.1(a) of the Sale and Servicing Agreement for
such year (or other period) shall be treated as a guaranteed payment within
the meaning of Section 707(c) of the Code; and

         (b) all remaining net income or net loss, as the case may be, of
the Trust for such year (or other period) as determined for Federal income
tax purposes (and each item of income, gain, credit, loss or deduction
entering into the computation thereof) shall be allocated to the
Certificateholders pro rata in accordance with the outstanding principal
balances of their respective Certificates.

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

         SECTION 2.11 Characterization of the Trust. For purposes of SFAS
140, the parties hereto intend that the Trust shall be treated as a
"qualifying special purpose entity" as such term is used in SFAS 140 and
any successor rule thereto and its permitted activities shall be limited in
accordance with paragraphs 35 through 45 thereof. The Depositor agrees that
it does not have the right to prepay the Notes prior to the maturity date
thereof under any circumstances and does hereby irrevocably waive and
relinquish such right.

                                ARTICLE III

                TRUST CERTIFICATES AND TRANSFER OF INTERESTS

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

         SECTION 3.2 The Certificates. The Certificates shall be issued in
one or more registered, definitive, physical certificates, in substantially
the form set forth in Exhibit A, in minimum denominations of at least
$1,000,000 and multiples of $1,000 in excess thereof; provided, however,
that a single Certificate may be issued in a denomination equal to the
Initial Certificate Balance less the aggregate denominations of all other
Certificates or a denomination less than $1,000. No Certificate may be
sold, transferred, assigned, participated, pledged, or otherwise disposed
of (any such act, a "Transfer") to any Person except in accordance with the
provisions of Section 3.4, and any attempted Transfer in violation of this
Section or Section 3.4 shall be null and void (each, a "Void Transfer").
Notwithstanding the foregoing, following the delivery to the Owner Trustee
of an Opinion of Counsel to the effect that the elimination of restrictions
on transfer will not cause the Trust to be taxable as a corporation for
Federal income tax purposes or for purposes of the tax laws of any
Applicable Tax State, this Agreement may be amended to modify or delete
transfer restrictions in accordance with such Opinion of Counsel.

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

         If Transfer of the Certificates is permitted pursuant to this
Section 3.2 and Section 3.4, a transferee of a Certificate shall become a
Certificateholder, and shall be entitled to the rights and subject to the
obligations of a Certificateholder hereunder upon such transferee's
acceptance of a Certificate duly registered in such transferee's name
pursuant to Section 3.4.

         SECTION 3.3 Authentication of Certificates. Concurrently with the
sale of the Receivables to the Trust pursuant to the Sale and Servicing
Agreement, the Owner Trustee shall cause the Certificates, in an aggregate
principal amount equal to the Initial Certificate Balance, to be executed
on behalf of the Trust, authenticated and delivered to or upon the written
order of the Depositor, signed by its chief executive officer, chief
financial officer or chief accounting officer, without further corporate
action by the Depositor, in authorized denominations. No Certificate shall
entitle its Holder to any benefit under this Agreement, or shall be valid
for any purpose, unless there shall appear on such Certificate a
certificate of authentication substantially in the form set forth in
Exhibit A attached hereto executed by the Owner Trustee or Wilmington Trust
Company, as the Owner Trustee's authenticating agent, by manual signature;
such authentication shall constitute conclusive evidence that such
Certificate shall have been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.

         SECTION 3.4 Registration of Certificates; Transfer and Exchange of
Certificates. (a) The Certificate Registrar shall keep or cause to be kept,
at the office or agency maintained pursuant to Section 3.8, a Certificate
Register in which, subject to such reasonable regulations as it may
prescribe, the Trust shall provide for the registration of Certificates and
of Transfers and exchanges of Certificates as herein provided. Wilmington
Trust Company shall be the initial Certificate Registrar. No Transfer of a
Certificate shall be recognized except upon registration of such Transfer
in the Certificate Register.

         (b) No Certificateholder shall Transfer any Certificate initially
held by it unless such transfer is made pursuant to an effective
registration statement or otherwise in accordance with the requirements
under the Securities Act and effective registration or qualification under
applicable state securities laws, or is made in a transaction which does
not require such registration or qualification. If a transfer is to be made
in reliance upon an exemption from the Securities Act, and under the
applicable state securities laws, (i) the Certificate Registrar shall
require an Opinion of Counsel reasonably satisfactory to the Certificate
Registrar and the Depositor that such transfer may be made pursuant to an
exemption, describing the applicable exemption and the basis therefor, from
the Securities Act, applicable state securities laws and other relevant
laws, which Opinion of Counsel shall not be an expense of the Certificate
Registrar, the Depositor or the Trustee, and (ii) the Certificate Registrar
shall require the transferee to execute a certification acceptable to and
in form and substance satisfactory to the Certificate Registrar setting
forth the facts surrounding such transfer.

         (c) No Transfer of any Certificate shall be permitted, recognized
or recorded unless the Depositor has consented in writing to such Transfer,
which consent may be withheld in the sole discretion of the Depositor;
provided, however, that no such consent of the Depositor shall be required
where the proposed transferee is, and at the time of the Transfer will be,
a Certificateholder. Each Certificate shall bear a legend to the following
effect unless determined otherwise by the Administrator (as certified to
the Certificate Registrar in an Officer's Certificate) consistent with
applicable law:

         "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
         THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
         UNDER ANY STATE SECURITIES OR BLUE SKY LAW OF ANY STATE OF THE
         UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE,
         AGREES FOR THE BENEFIT OF THE TRUST AND THE DEPOSITOR THAT THIS
         CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
         TRANSFERRED ONLY IN A DENOMINATION OF AT LEAST $1,000,000, ONLY IN
         COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND
         ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE
         144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A
         QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A (A
         "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
         QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER,
         RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
         RULE 144A, SUBJECT TO (A) THE RECEIPT BY THE TRUST AND THE
         CERTIFICATE REGISTRAR OF A CERTIFICATE SUBSTANTIALLY IN THE FORM
         ATTACHED AS EXHIBIT C TO THE TRUST AGREEMENT AND (B) THE RECEIPT
         BY THE TRUST AND THE CERTIFICATE REGISTRAR OF A LETTER
         SUBSTANTIALLY IN THE FORM ATTACHED AS EXHIBIT D TO THE TRUST
         AGREEMENT, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED
         BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), SUBJECT TO
         THE RECEIPT BY THE TRUST, AND THE CERTIFICATE REGISTRAR OF SUCH
         EVIDENCE ACCEPTABLE TO THE TRUST THAT SUCH REOFFER, RESALE, PLEDGE
         OR TRANSFER IS IN COMPLIANCE WITH THE TRUST AGREEMENT AND THE
         SECURITIES ACT AND OTHER APPLICABLE LAWS, (3) TO AN INSTITUTIONAL
         "ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE
         501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
         ACT PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION
         REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY
         THE TRUST AND THE CERTIFICATE REGISTRAR OF A LETTER SUBSTANTIALLY
         IN THE FORM ATTACHED AS EXHIBIT E TO THE TRUST AGREEMENT OR (B)
         THE RECEIPT BY THE TRUST AND THE CERTIFICATE REGISTRAR OF SUCH
         OTHER EVIDENCE ACCEPTABLE TO THE TRUST THAT SUCH REOFFER, RESALE,
         PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE TRUST AGREEMENT AND
         THE SECURITIES ACT AND OTHER APPLICABLE LAWS, OR (4) TO THE
         DEPOSITOR OR ITS AFFILIATES, IN EACH CASE IN ACCORDANCE WITH ALL
         APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES AND
         BLUE SKY LAWS OF THE STATES OF THE UNITED STATES. IN ADDITION,
         EXCEPT IN THE CASE OF TRANSFERS TO EXISTING CERTIFICATEHOLDERS,
         THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
         TRANSFERRED ONLY WITH THE EXPRESS WRITTEN CONSENT OF THE DEPOSITOR
         (WHICH CONSENT MAY BE WITHHELD FOR ANY REASON OR FOR NO REASON)."

         As a condition to the registration of any Transfer of a
Certificate, the prospective transferee of such a Certificate shall
represent to the Owner Trustee and the Certificate Registrar the following:

                  (i) It has neither acquired nor will it Transfer any
         Certificate it purchases (or any interest therein) or cause any
         such Certificates (or any interest therein) to be marketed on or
         through an "established securities market" within the meaning of
         section 7704(b)(1) of the Code, including, without limitation, an
         over-the-counter-market or an interdealer quotation system that
         regularly disseminates firm buy or sell quotations.

                  (ii) It either (A) is not, and will not become, a
         partnership, Subchapter S corporation, or grantor trust for U.S.
         Federal income tax purposes, or (B) is such an entity, but none of
         the direct or indirect beneficial owners of any of the interests
         in such transferee have allowed or caused, or will allow or cause,
         80% or more (or such other percentage as the Depositor may
         establish prior to the time of such proposed Transfer) of the
         value of such interests to be attributable to such transferee's
         ownership of Certificates.

                  (iii) It understands that no subsequent Transfer of the
         Certificates is permitted unless (A) such Transfer is of a
         Certificate with a denomination of at least $1,000,000 and (B) the
         Depositor consents in writing (which consent may be withheld for
         any reason or for no reason) to the proposed Transfer; provided,
         however, that no such consent shall be required where the proposed
         transferee is, and at the time of the Transfer will be, a Holder
         of a Certificate.

                  (iv) It understands that the opinion of tax counsel that
         the Trust is not a publicly traded partnership taxable as a
         corporation is dependent in part on the accuracy of the
         representations in paragraphs (i), (ii) and (iii) above.

                  (v) If it is acquiring any Certificates as a fiduciary or
         agent for one or more investor accounts, it has sole investment
         discretion with respect to each such account and it has full power
         to make the acknowledgments, representations and agreements
         contained herein on behalf of each such account.

                  (vi) It is not (A) an employee benefit plan, as defined
         in Section 3(3) of ERISA, that is subject to Title I of ERISA, (B)
         a plan described in Section 4975(e)(1) of the Code, (C) a
         governmental plan, as defined in Section 3(32) of ERISA, subject
         to any Federal, state or local law which is, to a material extent,
         similar to the provisions of Section 406 of ERISA or Section 4975
         of the Code, (D) an entity whose underlying assets include plan
         assets by reason of a plan's investment in the entity (within the
         meaning of Department of Labor Regulation 29 C.F.R.ss. 2510.3-101)
         or (E) a person investing "plan assets" of any such plan
         (excluding, for purposes of this clause (E), any entity registered
         under the Investment Company Act of 1940, as amended).

                  (vii) It is a Person who is either (A) (1) a citizen or
         resident of the United States, (2) a corporation, partnership or
         other entity organized in or under the laws of the United States
         or any political subdivision thereof or (3) a Person not described
         in (1) or (2) whose ownership of the Certificates is effectively
         connected with such Person's conduct of a trade or business within
         the United States (within the meaning of the Code) and who
         provides the Depositor and the Owner Trustee an IRS Form W-8ECI
         (and such other certifications, representations or opinions of
         counsel as may be requested by the Depositor or the Owner Trustee)
         or (B) an estate or trust the income of which is includible in
         gross income for United States Federal income tax purposes,
         regardless of source.

                  (viii) It understands that any purported Transfer of any
         Certificate (or any interest therein) in contravention of any of
         the restrictions and conditions (including any violation of the
         representation in paragraph (ii) above by an investor who
         continues to hold such Certificates occurring any time after the
         Transfer in which it acquired such Certificates) in this Section
         3.4 shall be a Void Transfer, and the purported transferee in a
         Void Transfer shall not be recognized by the Trust or any other
         Person as a Certificateholder for any purpose.

                  (ix) It agrees that if it determines to Transfer any of
         the Certificates it will cause its proposed transferee to provide
         to the Trust and the Certificate Registrar a letter substantially
         in the form of Exhibit D or E hereof, as applicable, or such other
         written statement as the Depositor shall prescribe.

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

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

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

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

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

                  (i) each statement delivered to Certificateholders
         pursuant to Section 4.9 of the Sale and Servicing Agreement on
         each Payment Date preceding such request; and

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

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

         (f) Upon surrender for registration of Transfer of any Certificate
at the office or agency maintained pursuant to Section 3.8 and upon
compliance with any provisions of this Agreement relating to such Transfer,
the Owner Trustee shall execute, authenticate and deliver (or shall cause
Wilmington Trust Company, as its authenticating agent, to authenticate and
deliver), in the name of the designated transferee or transferees, one or
more new Certificates in authorized denominations of a like aggregate
amount dated the date of authentication by the Owner Trustee or any
authenticating agent.

         Subject to Sections 3.4(b) and 3.4(c), at the option of a
Certificateholder, Certificates may be exchanged for other Certificates of
authorized denominations of a like aggregate amount upon surrender of the
Certificates to be exchanged at the office or agency maintained pursuant to
Section 3.8.

         Every Certificate presented or surrendered for registration of
Transfer or exchange shall be accompanied by a written instrument of
transfer and accompanied by IRS Form W-8ECI in form satisfactory to the
Owner Trustee and the Certificate Registrar, duly executed by the
Certificateholder or his attorney duly authorized in writing. Each
Certificate surrendered for registration of Transfer or exchange shall be
cancelled and subsequently disposed of by the Certificate Registrar in
accordance with its customary practice.

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

         (g) The provisions of this Section 3.4 and of this Agreement
generally are intended to prevent the Trust from being characterized as a
"publicly traded partnership" within the meaning of Section 7704 of the
Code, in reliance on Treas. Reg. ss.ss. 1.7704-1(e) and (h), and the
Depositor shall take such intent into account in determining whether or not
to consent to any proposed Transfer of any Certificate.

         The preceding provisions of this Section 3.4 notwithstanding, the
Owner Trustee shall not make and the Certificate Registrar shall not
register any Transfer or exchange of Certificates for a period of fifteen
(15) days preceding the due date for any payment with respect to the
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 Exchange Act, applicable state securities law or the
Investment Company Act of 1940, as amended; provided, however, that if a
certification is specifically required to be delivered to the Owner Trustee
by a purchaser or transferee of a 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 to register transfers only upon
receipt of documents and certifications specified herein and shall promptly
notify the party delivering the same if such certification does not so
conform.

         SECTION 3.5 Mutilated, Destroyed, Lost or Stolen Certificates. If
(a) any mutilated Certificate shall be surrendered to the Certificate
Registrar, or if the Certificate Registrar shall receive evidence to its
satisfaction of the destruction, loss or theft of any Certificate and (b)
there shall be delivered to the Certificate Registrar and the Owner Trustee
such security or indemnity as may be required by them to save each of them
harmless, then, in the absence of notice that such Certificate shall have
been acquired by a bona fide purchaser, the Owner Trustee on behalf of the
Trust shall execute and the Owner Trustee, or Wilmington Trust Company, as
the Owner Trustee's authenticating agent, shall authenticate and deliver,
in exchange for, or in lieu of, any such mutilated, destroyed, lost or
stolen Certificate, as the case may be, a new Certificate of like tenor and
denomination. In connection with the issuance of any new Certificate under
this Section 3.5, the Owner Trustee or the Certificate Registrar may
require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection therewith. Any
duplicate Certificate issued pursuant to this Section 3.5 shall constitute
conclusive evidence of ownership in the Trust, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at
any time.

         SECTION 3.6 Persons Deemed Owners of Certificates. Prior to due
presentation of a Certificate for registration of transfer, the Owner
Trustee, the Certificate Registrar and any Paying Agent may treat the
Person in whose name any Certificate shall be registered in the Certificate
Register as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 5.2 and for all other purposes
whatsoever, and none of the Owner Trustee, the Certificate Registrar or any
Paying Agent shall be bound by any notice to the contrary.

         SECTION 3.7 Access to List of Certificateholders' Names and
Addresses. The Owner Trustee shall furnish or cause to be furnished to the
Servicer and the Depositor, or to the Indenture Trustee, within fifteen
(15) days after receipt by the Owner Trustee of a written request therefor
from the Servicer, the Depositor, or the Indenture Trustee, as the case may
be, a list, in such form as the requesting party may reasonably require, of
the names and addresses of the Certificateholders as of the most recent
Record Date. If three or more Certificateholders or one or more Holders of
Certificates evidencing not less than 25% of the Certificate Balance 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 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
(5) Business Days after the receipt of such application, afford such
applicants access during normal business hours to the current list of
Certificateholders. Each Certificateholder, by receiving and holding a
Certificate, shall be deemed to have agreed not to hold any of the
Depositor, the Certificate Registrar or the Owner Trustee accountable by
reason of the disclosure of its name and address, regardless of the source
from which such information was derived.

         SECTION 3.8 Maintenance of Office or Agency. The Owner Trustee
shall maintain in Wilmington, Delaware, an office or offices or agency or
agencies where Certificates may be surrendered for registration of Transfer
or exchange and where notices and demands to or upon the Owner Trustee in
respect of the Certificates and the Basic Documents may be served. The
Owner Trustee shall give prompt written notice to the Depositor and to the
Certificateholders of any change in the location of the Certificate
Registrar or any such office or agency.

         SECTION 3.9 Appointment of Paying Agent. The Paying Agent shall
make distributions to Certificateholders from the Certificate Distribution
Account pursuant to Section 5.2 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 Owner
Trustee determines in its sole discretion that the Paying Agent shall have
failed to perform its obligations under this Agreement in any material
respect. The Paying Agent shall initially be Wilmington Trust Company, and
any co-paying agent chosen by the Owner Trustee. Wilmington Trust Company
shall be permitted to resign as Paying Agent upon thirty (30) days' written
notice to the Owner Trustee. In the event that Wilmington Trust Company
shall no longer be the Paying Agent, 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 by the Owner Trustee 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 7.1, 7.3, 7.4 and 8.1 shall apply
to the Owner Trustee also in its role 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.

                                ARTICLE IV

                          ACTIONS BY OWNER TRUSTEE

         SECTION 4.1 Prior Notice to Certificateholders with Respect to
Certain Matters. With respect to the following matters, the Owner Trustee
shall not take action unless, (i) at least thirty (30) days before the
taking of such action, the Owner Trustee shall have notified the
Certificateholders and the Rating Agencies in writing of the proposed
action and (ii) Certificateholders holding not less than a majority of the
aggregate Certificate Balance shall not have notified the Owner Trustee in
writing prior to the 30th day after such notice is given that such
Certificateholders have withheld consent or provided alternative direction:

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

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

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

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

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

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

         SECTION 4.2 Action by Certificateholders with Respect to Certain
Matters. The Owner Trustee may not, except upon the occurrence of an Event
of Servicing Termination subsequent to the payment in full of the Notes and
in accordance with the written direction of Certificateholders holding not
less than a majority of the aggregate Certificate Balance, (a) remove the
Servicer under the Sale and Servicing Agreement pursuant to Article VIII
thereof, (b) appoint a successor Servicer pursuant to Article VIII of the
Sale and Servicing Agreement, (c) remove the Administrator under the
Administration Agreement pursuant to Section 8 thereof, (d) appoint a
successor Administrator pursuant to Section 8 of the Administration
Agreement or (e) sell the Receivables after the termination of the
Indenture, except as expressly provided in the Basic Documents.

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

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

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

                                 ARTICLE V

                 APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

         SECTION 5.1 Establishment of Certificate Distribution Account.
Pursuant to Section 4.1(e) of the Sale and Servicing Agreement, there has
been established and there shall be maintained a segregated trust account
in the name of the Owner Trustee which shall be designated as the
"Certificate Distribution Account." The Certificate Distribution Account
shall be held in trust in the name of the Owner Trustee for the benefit of
the Certificateholders. Except as expressly provided in Section 3.9, the
Certificate Distribution Account shall be under the sole dominion and
control of the Owner Trustee. All monies deposited from time to time in the
Certificate Distribution Account pursuant to the Sale and Servicing
Agreement or the Indenture shall be applied as provided in this Agreement
and the Sale and Servicing Agreement or the Indenture.

         SECTION 5.2 Application of Trust Funds.

         (a) On each Payment Date, the Owner Trustee (if other than the
Paying Agent) shall, based on the information contained in the Servicer's
Certificate delivered on the relevant Determination Date pursuant to
Section 3.9 of the Sale and Servicing Agreement, transfer the amount
deposited in the Certificate Distribution Account pursuant to Section
2.8(a) of the Indenture on such Payment Date to the Paying Agent, or the
Paying Agent, based upon such information, shall withdraw from the
Certificate Distribution Account, for distribution to the
Certificateholders pro rata based on the outstanding principal balance of
the Certificates funds available therein.

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

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

         SECTION 5.3 Method of Payment. Subject to Section 9.1(c),
distributions required to be made to Certificateholders on any Payment Date
shall be made to each Certificateholder of record on the preceding Record
Date either by wire transfer, in immediately available funds, to the
account of such Holder at a bank or other entity having appropriate
facilities therefor, if (i) such Certificateholder shall have provided to
the Certificate Registrar appropriate written instructions at least five
(5) Business Days prior to such Payment Date, or (ii) such
Certificateholder is the Depositor or, if not, by check mailed to such
Certificateholder at the address of such Holder appearing in the
Certificate Register. Notwithstanding the foregoing, the final distribution
in respect of any Certificate (whether on the Certificateholders' Final
Scheduled Payment Date or otherwise) will be payable only upon presentation
and surrender of such Certificate at the office or agency maintained for
that purpose by the Owner Trustee pursuant to Section 3.8.

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

         SECTION 5.5 Accounting and Reports to the Certificateholders, the
Internal Revenue Service and Others. The Owner Trustee shall, based on
information provided by the Depositor, (a) maintain (or cause to be
maintained) the books of the Trust on the basis of a fiscal year ending
December 31 and based on the accrual method of accounting, (b) deliver to
each Certificateholder, as may be required by the Code and applicable
Treasury Regulations, such information as may be required (including
Schedule K-1) to enable each Certificateholder to prepare its Federal and
state income tax returns, (c) file such tax returns relating to the Trust
(including a partnership information return, IRS Form 1065), and make such
elections as may from time to time be required or appropriate under any
applicable state or Federal statute or rule or regulation thereunder so as
to maintain the Trust's characterization as a partnership for Federal
income tax purposes, (d) cause such tax returns to be signed in the manner
required by law and (e) collect or cause to be collected any withholding
tax as described in and in accordance with Section 5.2(c) with respect to
income or distributions to Certificateholders. 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.

         The Owner Trustee may satisfy its obligations with respect to this
Section 5.5 by retaining, at the expense of the Depositor, a firm of
independent public accountants (the "Accountants") chosen by the Depositor
which shall perform the filing obligations of the Owner Trustee hereunder.
The Accountants will provide prior to [ ], 2001, a letter in form and
substance satisfactory to the Owner Trustee as to whether any Federal tax
withholding on Certificates is then required and, if required, the
procedures to be followed with respect thereto to comply with the
requirements of the Code. The Accountants shall be required to update the
letter in each instance that any additional tax withholding is subsequently
required or any previously required tax withholding shall no longer be
required. The Owner Trustee shall be deemed to have discharged its
obligations pursuant to this Section upon its retention of the Accountants,
and the Owner Trustee shall not have any liability with respect to the
default or misconduct of the Accountants.

         SECTION 5.6 Signature on Returns; Tax Matters Partner. (a) The
Depositor, as general partner for income tax purposes, shall sign, on
behalf of the Trust, the tax returns of the Trust.

         (b) The Depositor shall be designated the "tax matters partner" of
the Trust pursuant to Section 6231(a)(7)(A) of the Code and applicable
Treasury Regulations.

                                ARTICLE VI

                   AUTHORITY AND DUTIES OF OWNER TRUSTEE

         SECTION 6.1 General Authority. The Owner Trustee is authorized and
directed to execute and deliver the Basic Documents to which the Trust is
to be a party and each certificate or other document attached as an exhibit
to or contemplated by the Basic Documents to which the Trust is to be a
party and any amendment or other agreement, in each case, in such form as
the Depositor shall approve, as evidenced conclusively by the Owner
Trustee's execution thereof and the Depositor's execution of this
Agreement, and to direct the Indenture Trustee to authenticate and deliver
Notes in the aggregate principal amount of $[ ] (comprised of $[ ] in
aggregate principal amount of Class A-1 Notes, $[ ] in aggregate principal
amount of Class A-2 Notes, $[ ] in aggregate principal amount of Class A-3
Notes, $[ ] in aggregate principal amount of Class A-4 Notes and $[ ] in
aggregate principal amount of Class B Notes). In addition to the foregoing,
the Owner Trustee is authorized to take all actions required of the Trust
pursuant to the Basic Documents. The Owner Trustee is further authorized
from time to time to take such action on behalf of the Trust as is
permitted by the Basic Documents and which the Servicer or the
Administrator recommends with respect to the Basic Documents, except to the
extent that this Agreement expressly requires the consent of
Certificateholders for such action.

         SECTION 6.2 General Duties. It shall be the duty of the Owner
Trustee to discharge (or cause to be discharged) all of its
responsibilities pursuant to the terms of this Agreement and the other
Basic Documents to which the Trust is a party and to administer the Trust
in the interest of the Certificateholders, subject to the lien of the
Indenture and in accordance with the provisions of this Agreement and the
other Basic Documents. Notwithstanding 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 or
any other Person is required in the Administration Agreement or any of the
Basic Documents to perform any act or to discharge such duty of the Owner
Trustee or the Trust hereunder or under any other Basic Document, and the
Owner Trustee shall not be held liable for the default or failure of the
Administrator or any other Person to carry out its obligations under the
Administration Agreement or any of the Basic Documents.

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

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

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

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

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

         SECTION 6.5 Restrictions. The Owner Trustee shall not take any
action (a) that is inconsistent with the purposes of the Trust set forth in
Section 2.3 or (b) that, to the actual knowledge of a Responsible Officer
of the Owner Trustee, would (i) affect the treatment of the Notes as
indebtedness for Federal income or Delaware or California income or
franchise tax purposes, (ii) be deemed to cause a taxable exchange of the
Notes for Federal income or Delaware or California income or franchise tax
purposes or (iii) cause the Trust or any portion thereof to be taxable as
an association or publicly traded partnership taxable as a corporation for
Federal income or Delaware or California income or franchise tax purposes.
The Certificateholders shall not direct the Owner Trustee to take action
that would violate the provisions of this Section 6.6.

                                ARTICLE VII

                        REGARDING THE OWNER TRUSTEE

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

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

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

         (d) under no circumstances shall the Owner Trustee be personally
liable for indebtedness evidenced by or arising under any of the Basic
Documents, including the principal of and interest on the Notes or
distributions on the Certificates.

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

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

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

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

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

         (a) It is a banking corporation duly organized and validly
existing in good standing under the laws of the State of Delaware. It has
all requisite corporate power and authority to execute, deliver and perform
its obligations under this Agreement.

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

         (c) Neither the execution nor the delivery by it of this
Agreement, nor the consummation by it of the transactions contemplated
hereby nor compliance by it with any of the terms or provisions hereof will
contravene any Federal or Delaware 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 7.4 Reliance; Advice of Counsel. (a) The Owner Trustee may
rely upon, shall be protected in relying upon, and shall incur no liability
to anyone in acting upon any signature, instrument, notice, resolution,
request, consent, order, certificate, report, opinion, bond, or other
document or paper believed by it to be genuine and believed by it to be
signed by the proper party or parties. The Owner Trustee may accept a
certified copy of a resolution of the board of directors or other governing
body of any corporate party as conclusive evidence that such resolution has
been duly adopted by such body and that the same is in full force and
effect. As to any fact or matter the method of the determination of which
is not specifically prescribed herein, the Owner Trustee may for all
purposes hereof rely on a certificate, signed by the president or any vice
president or by the treasurer or other authorized officers of the relevant
party, as to such fact or matter and such certificate shall constitute full
protection to the Owner Trustee for any action taken or omitted to be taken
by it in good faith in reliance thereon.

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

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

         SECTION 7.6 Owner Trustee Not Liable for Certificates or
Receivables. The recitals contained herein and in the Certificates (other
than the signature and countersignature of the Owner Trustee on the
Certificates) shall be taken as the statements of the Depositor, and the
Owner Trustee assumes no responsibility for the correctness thereof. The
Owner Trustee makes no representations as to the validity or sufficiency of
this Agreement, of any other Basic Document or of the Certificates (other
than the signature and countersignature of the Owner Trustee on the
Certificates) or the Notes, or of any Receivable or related documents. 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
Owner Trust Estate or its ability to generate the payments to be
distributed to Certificateholders under this Agreement or the Noteholders
under the Indenture, including: the existence, condition and ownership of
any Financed Vehicle; the existence and enforceability of any insurance
thereon; the existence and contents of any Receivable on any computer or
other record thereof; the validity of the assignment of any Receivable to
the Trust or any intervening assignment; the completeness of any
Receivable; the performance or enforcement of any Receivable; the
compliance by the Depositor or the Servicer with any warranty or
representation made under any Basic Document or in any related document, or
the accuracy of any such warranty or representation or any action of the
Indenture Trustee, the Administrator or the Servicer or any subservicer
taken in the name of the Owner Trustee.

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

                               ARTICLE VIII

                       COMPENSATION OF OWNER TRUSTEE

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

         SECTION 8.2 Indemnification. The Depositor shall be liable as
prime obligor for, and shall indemnify Wilmington Trust Company and the
Owner Trustee and its successors, assigns, agents and servants (each, an
"Indemnified Party" and 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 Wilmington Trust Company or
the Owner Trustee or any Indemnified Party in any way relating to or
arising out of this Agreement, the other Basic Documents, the Owner Trust
Estate, the administration of the Owner Trust Estate or the action or
inaction of the Owner Trustee hereunder; provided that the Depositor shall
not be liable for or required to indemnify an Indemnified Party from and
against Expenses arising or resulting from any of the matters described in
the third sentence of Section 7.1. The Depositor will in no event be
entitled to make any claim upon the Trust Property for the payment or
reimbursement of any Expenses. The indemnities contained in this Section
8.2 shall survive the resignation or termination of the Owner Trustee or
the termination of this Agreement. In the event of any claim, action or
proceeding for which indemnity will be sought pursuant to this Section 8.2,
the Owner Trustee's choice of legal counsel shall be subject to the
approval of the Depositor, which approval shall not be unreasonably
withheld.

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

                                ARTICLE IX

                                TERMINATION

         SECTION 9.1 Termination of Trust Agreement. (a) This Agreement
(other than the provisions of Article VIII) and the Trust shall dissolve,
wind-up and terminate in accordance with Section 3808 of the Business Trust
Statute and be of no further force or effect (i) upon the payment to the
Noteholders and the Certificateholders of all amounts required to be paid
to them pursuant to the terms of the Indenture, the Sale and Servicing
Agreement and Article V or (ii) on the Payment Date next succeeding the
month which is one year after the maturity or other liquidation of the last
Receivable and the disposition of any amounts received upon liquidation of
any property remaining in the Trust in accordance with the terms and
priorities set forth in the Indenture, the Sale and Servicing Agreement and
Article V. The bankruptcy, liquidation, dissolution, death or incapacity of
any Certificateholder shall not (x) operate to terminate this Agreement or
the Trust, nor (y) entitle such Certificateholder's legal representatives
or heirs to claim an accounting or to take any action or proceeding in any
court for a partition or winding up of all or any part of the Trust or
Owner Trust Estate nor (z) otherwise affect the rights, obligations and
liabilities of the parties hereto.

         (b) No Certificateholder shall be entitled to revoke or terminate
the Trust.

         (c) Notice of any termination of the Trust, specifying the Payment
Date upon which the Certificateholders shall surrender their Certificates,
to the Paying Agent for payment of the final distribution and cancellation,
shall be given by the Owner Trustee by letter to Certificateholders mailed
within five (5) Business Days of receipt of notice of such termination from
the Servicer, stating (i) the Payment Date upon or with respect to which
final payment of the Certificates shall be made upon presentation and
surrender of the Certificates, at the office of the 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
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 Certificates,
the Paying Agent shall cause to be distributed to Certificateholders,
amounts distributable on such Payment Date pursuant to Section 5.2.

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

         (d) Upon the winding up of the Trust and its termination, the
Owner Trustee shall cause the Certificate of Trust to be cancelled by
filing a certificate of cancellation with the Secretary of State in
accordance with the provisions of Section 3810 of the Business Trust
Statute.

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

         (b) In addition, following payment in full of the Notes, the
Holders of 100% of the Certificate Balance may agree to liquidate the Trust
and prepay the Certificates.

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

                   All notices of prepayment shall state:

                  (i) the Prepayment Date;

                  (ii) the Prepayment Price; and

                  (iii) the place where such Certificates are to be
         surrendered for payment of the Prepayment Price (which shall be
         the office or agency of the Owner Trustee to be maintained as
         provided in Section 3.8).

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

         (d) The Certificates to be prepaid shall, following notice of
prepayment as required by Section 9.2(a), on the Prepayment Date be paid by
the Trust at the Prepayment Price and (unless the Trust shall default in
the payment of the Prepayment Price) no interest shall accrue on the
Prepayment Price for any period after the date to which accrued interest is
calculated for purposes of calculating the Prepayment Price. Following
payment in full of the Prepayment Price, this Agreement and the Trust shall
terminate.

                                 ARTICLE X

           SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

         SECTION 10.1 Eligibility Requirements for Owner Trustee. The Owner
Trustee shall at all times (i) be a corporation satisfying the provisions
of Section 3807(a) of the Business Trust Statute; (ii) be authorized to
exercise corporate trust powers; (iii) have a combined capital and surplus
of at least $50,000,000 and shall be subject to supervision or examination
by Federal or state authorities; and (iv) shall have (or shall have a
parent that has) a long-term debt rating of investment grade by each of the
Rating Agencies or be otherwise acceptable to the Rating Agencies. If such
corporation shall publish reports of condition at least annually, pursuant
to law or to the requirements of the aforesaid supervising or examining
authority, then for the purpose of this Section 10.1, the combined capital
and surplus of such corporation shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so
published. In case at any time the Owner Trustee shall cease to be eligible
in accordance with the provisions of this Section 10.1, the Owner Trustee
shall resign immediately in the manner and with the effect specified in
Section 10.2.

         SECTION 10.2 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. 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 thirty
(30) days after the giving of such notice of resignation, the resigning
Owner Trustee may, at the expense of the Trust, petition any court of
competent jurisdiction for the appointment of a successor Owner Trustee.

         If at any time the Owner Trustee shall cease to be eligible in
accordance with the provisions of Section 10.1 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 payment of 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
10.2 shall not become effective until acceptance of appointment by the
successor Owner Trustee pursuant to Section 10.3 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, the Noteholders and each of the
Rating Agencies.

         SECTION 10.3 Successor Owner Trustee. Any successor Owner Trustee
appointed pursuant to Section 10.2 shall execute, acknowledge and deliver
to the Administrator and to its predecessor Owner Trustee an instrument
accepting such appointment under this Agreement, 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.

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

         Any successor Owner Trustee appointed pursuant to this Section
10.3 shall file an amendment to the Certificate of Trust reflecting the
name and principal place of business of such succession in the state of
Delaware.

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

         SECTION 10.4 Merger or Consolidation of Owner Trustee. Any
corporation into which the Owner Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Owner Trustee shall be a party, or
any corporation succeeding to all or substantially all of the corporate
trust business of the Owner Trustee, shall be the successor to the Owner
Trustee hereunder; provided that such corporation shall be eligible
pursuant to Section 10.1, 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 further, however, that the
Owner Trustee shall mail notice of such merger or consolidation to the
Rating Agencies.

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

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

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

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

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

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

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

                                ARTICLE XI

                               MISCELLANEOUS

         SECTION 11.1 Supplements and Amendments. (a) This Agreement may be
amended by the Depositor and the Owner Trustee, with prior written notice
to the Rating Agencies, without the consent of any of the Noteholders or
the Certificateholders or the Swap Counterparties (if any Interest Rate
Swap Agreements are then in effect), to: (i) cure any ambiguity, to revise,
correct or supplement any provisions herein, (ii) enable the Trust to avoid
becoming a member of MMCA's consolidated group under GAAP or (iii) enable
the Transferor or any Affiliate of the Transferor or any of their
Affiliates to otherwise comply with or obtain more favorable treatment
under any law or regulation or any accounting rule or principle; provided,
however, that such action shall not: (x) adversely affect the rights or
obligations of any Swap Counterparty under the Interest Rate Swap
Agreements or impair the ability of the Trust to fully perform any of its
obligations under the Interest Rate Swap Agreements, (y) as evidenced by an
Opinion of Counsel satisfactory to the Owner Trustee and the Indenture
Trustee, adversely affect in any material respect the interests of any
Noteholder or Certificateholder (unless each such Holder has consented
thereto), or (z) as evidenced by an Opinion of Counsel: (i) materially
adversely affect the Federal or any Applicable Tax State income or
franchise taxation of any outstanding Note or Certificate, or any Holder
thereof or (ii) cause the Trust to be taxable as a corporation for Federal
or any Applicable Tax State income or franchise tax purposes; provided,
further, that no such amendment shall be inconsistent with the
derecognition by MMCA of the Receivables under GAAP or cause the Trust to
become a member of MMCA's consolidated group under GAAP.

         (b) This Agreement may also be amended from time to time by the
Depositor and the Owner Trustee, with prior written notice of the substance
of such amendment to the Rating Agencies and the Indenture Trustee, with
the consent of (i) the Holders (as defined in the Indenture) of Notes
evidencing not less than a majority of the aggregate principal amount of
the then outstanding Notes, voting as a group, (ii) the consent of the
Holders of Certificates evidencing not less than a majority of the
Certificate Balance and (iii) a Swap Counterparty to the extent such
amendment adversely affects the rights or obligations of such Swap
Counterparty or modifies or impairs the ability of the Trust to fully
perform any of its obligations under the related Interest Rate Swap
Agreement, for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Agreement or of
modifying in any manner the rights of the Noteholders or the
Certificateholders; provided, however, that no such amendment shall (i)
increase or reduce in any manner the amount of, or accelerate or delay the
timing of, or change the allocation or priority of, collections of payments
on Receivables or distributions that are required to be made on any Note or
Certificate, or change any Note Interest Rate, or (ii) reduce the aforesaid
percentage of the principal amount of the then outstanding Notes and the
Certificate Balance required to consent to any such amendment, without the
consent of the holders of all the outstanding Notes and Certificates
affected thereby or (iii) adversely affect the ratings of any Class of
Notes by the Rating Agencies without the consent, respectively, of holders
of Notes evidencing not less than 66 2/3% of the aggregate principal amount
of the then outstanding Notes of such Class or (iv) amend the activities of
the Trust as permitted in Section 2.3; and provided further that an Opinion
of Counsel shall be furnished to the Indenture Trustee and the Owner
Trustee to the effect that such amendment (A) will not materially adversely
affect the Federal or any Applicable Tax State income or franchise taxation
of any outstanding Note or Certificate, or any Holder thereof and (B) will
not cause the Trust to be taxable as a corporation for Federal or any
Applicable Tax State income or franchise tax purposes. Any Swap
Counterparty's consent will be deemed to have been given if such Swap
Counterparty does not object in writing within ten Business Days of receipt
of a written request for such consent.

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

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

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

         (f) The Owner Trustee may, but shall not be obligated to, enter
into any such amendment which affects the Owner Trustee's own rights,
duties or immunities under this Agreement or otherwise.

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

         SECTION 11.2 No Legal Title to Owner Trust Estate in
Certificateholders. The Certificateholders shall not have legal title to
any part of the Owner Trust Estate. The Certificateholders shall be
entitled to receive distributions with respect to their undivided
beneficial 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 beneficial interest in
the Owner Trust Estate shall operate to terminate this Agreement or the
trusts hereunder or entitle any transferee to an accounting or to the
transfer to it of legal title to any part of the Owner Trust Estate.

         SECTION 11.3 Limitation on Rights of Others. The provisions of
this Agreement are solely for the benefit of the Owner Trustee, the
Depositor, the Administrator, the Certificateholders the Servicer and, to
the extent expressly provided herein, the Indenture Trustee and the
Noteholders, and nothing in this Agreement, whether express or implied,
shall be construed to give to any other Person any legal or equitable
right, remedy or claim in the Owner Trust Estate or under or in respect of
this Agreement or any covenants, conditions or provisions contained herein.
SECTION 11.4 Notices. (a) Unless otherwise expressly specified or permitted
by the terms hereof, all notices shall be in writing and shall be deemed
given upon receipt by the intended recipient or three 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 MMCA Auto Receivables Trust at
the address of its principal executive office first above written; or, as
to each party, at such other address as shall be designated by such party
in a written notice to each other party.

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

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

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

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

         SECTION 11.8 Covenants of the Depositor. In the event that (a) the
principal balance of Receivables underlying the Certificates shall be
reduced by Realized Losses and (b) any litigation with claims in excess of
$1,000,000 to which the Depositor is a party which shall be reasonably
likely to result in a material judgment against the Depositor that the
Depositor will not be able to satisfy shall be commenced by a
Certificateholder, during the period beginning nine (9) months following
the commencement of such litigation and continuing until such litigation is
dismissed or otherwise terminated (and, if such litigation has resulted in
a final judgment against the Depositor, such judgment has been satisfied),
the Depositor shall not pay any dividend to MMCA, or make any distribution
on or in respect of its capital stock to MMCA, or repay the principal
amount of any indebtedness of the Depositor held by MMCA, unless (i) after
giving effect to such payment, distribution or repayment, the Depositor's
liquid assets shall not be less than the amount of actual damages claimed
in such litigation or (ii) the Rating Agency Condition shall have been
satisfied with respect to any such payment, distribution or repayment. 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 Certificates, the
Notes, this Agreement or any of the other Basic Documents.

         SECTION 11.9 No Petition; Subordination; Claims Against Depositor.
The Owner Trustee (not in its individual capacity but solely as Owner
Trustee), by entering into this Agreement, each Certificateholder, by
accepting a Certificate, and the Indenture Trustee and each Noteholder by
accepting the benefits of this Agreement, hereby covenant and agree that:

         (a) they 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, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any United States Federal or state
bankruptcy or similar law in connection with any obligations relating to
the Certificates, the Notes, this Agreement or any of the other Basic
Documents;

         (b) any claim that they may have at any time against the Subtrust
Assets of any Subtrust unrelated to the Notes or the Certificates, and any
claim that they may have at any time against the Depositor that they may
seek to enforce against the Subtrust Assets of any Subtrust unrelated to
the Notes or the Certificates, shall be subordinate to the payment in full,
including post-petition interest, in the event that the Depositor becomes a
debtor or debtor in possession in a case under any applicable Federal or
state bankruptcy, insolvency or other similar law now or hereafter in
effect or otherwise subject to any insolvency, reorganization, liquidation,
rehabilitation or other similar proceedings, of the claims of the holders
of any Securities related to such unrelated Subtrust and the holders of any
other notes, bonds, contracts or other obligations that are related to such
unrelated Subtrust; and

         (c) they hereby irrevocably make the election afforded by Title 11
United States Code Section 1111(b)(1)(A)(i) to secured creditors to receive
the treatment afforded by Title 11 United States Code Section 1111(b)(2)
with respect to any secured claim that they may have at any time against
the Depositor. The obligations of the Depositor under this Agreement and
the Certificates are limited to the related Subtrust and the related
Subtrust Assets.

         SECTION 11.10 No Recourse. Each Certificateholder, by accepting a
Certificate, acknowledges that such Certificateholder's Certificates
represent beneficial interests in the Trust only and do not represent
interests in or obligations of the Depositor, the Servicer, the
Administrator, the Owner Trustee, the Indenture Trustee or any Affiliate
thereof, and no recourse may be had against such parties or their assets,
except as may be expressly set forth or contemplated in this Agreement, the
Certificates, or the other Basic Documents.

         SECTION 11.11 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 and the obligations,
rights and remedies of the parties hereunder shall be determined in
accordance with such laws.


         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.



                                   MMCA AUTO RECEIVABLES TRUST,
                                   as Depositor


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



                                   WILMINGTON TRUST COMPANY,
                                   not in its individual capacity but solely as
                                   Owner Trustee


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


                                                                      EXHIBIT A

NUMBER                                                           $_____________
R-1

                                              THIS CERTIFICATE MAY
                                              NOT BE TRANSFERRED
                                              BY A STOCK POWER BUT
                                              ONLY AS SET FORTH
                                              BELOW.


                    SEE REVERSE FOR CERTAIN DEFINITIONS


         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY
STATE SECURITIES OR BLUE SKY LAW OF ANY STATE OF THE UNITED STATES. THE
HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES FOR THE BENEFIT OF
THE TRUST AND THE DEPOSITOR THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY IN A DENOMINATION OF AT LEAST
$1,000,000, ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE
LAWS, AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE
144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING
FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS
INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, SUBJECT TO (A) THE RECEIPT BY THE
TRUST AND THE CERTIFICATE REGISTRAR OF A CERTIFICATE SUBSTANTIALLY IN THE
FORM ATTACHED AS EXHIBIT C TO THE TRUST AGREEMENT REFERRED TO BELOW AND (B)
THE RECEIPT BY THE TRUST AND THE CERTIFICATE REGISTRAR OF A LETTER
SUBSTANTIALLY IN THE FORM ATTACHED AS EXHIBIT D TO THE TRUST AGREEMENT, (2)
PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE
SECURITIES ACT (IF AVAILABLE), SUBJECT TO THE RECEIPT BY THE TRUST AND THE
CERTIFICATE REGISTRAR OF SUCH EVIDENCE ACCEPTABLE TO THE TRUST THAT SUCH
REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE TRUST
AGREEMENT AND THE SECURITIES ACT AND OTHER APPLICABLE LAWS, (3) TO AN
INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING THEREOF IN RULE
501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT
PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE TRUST AND THE CERTIFICATE
REGISTRAR OF A LETTER SUBSTANTIALLY IN THE FORM ATTACHED AS EXHIBIT E TO
THE TRUST AGREEMENT OR (B) THE RECEIPT BY THE TRUST AND THE CERTIFICATE
REGISTRAR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUST THAT SUCH REOFFER,
RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE TRUST AGREEMENT AND
THE SECURITIES ACT AND OTHER APPLICABLE LAWS, OR (4) TO THE DEPOSITOR OR
ITS AFFILIATES, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES
LAWS OF THE UNITED STATES AND SECURITIES AND BLUE SKY LAWS OF THE STATES OF
THE UNITED STATES. IN ADDITION, EXCEPT IN THE CASE OF TRANSFERS TO EXISTING
CERTIFICATEHOLDERS, THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY WITH THE EXPRESS WRITTEN CONSENT OF THE
DEPOSITOR (WHICH CONSENT MAY BE WITHHELD FOR ANY REASON OR FOR NO REASON).

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



                        MMCA AUTO OWNER TRUST 2001-3

                          ASSET BACKED CERTIFICATE

Evidencing a beneficial interest in the property of the Trust, as defined
below, which property includes a pool of retail installment sale contracts
secured by new and used automobiles and light-duty trucks sold from time to
time to MMCA Auto Receivables Trust by Mitsubishi Motors Credit of America,
Inc. and sold by MMCA Auto Receivables Trust from time to time to the
Trust. The property of the Trust (other than the Certificate Distribution
Account and the proceeds thereof) has been pledged to the Indenture Trustee
pursuant to the Indenture to secure the payment of the Notes issued
thereunder.

(This Certificate does not represent an interest in or obligation of
Mitsubishi Motors Credit of America, Inc., MMCA Auto Receivables Trust or
any of their respective affiliates, except to the extent described below.)

         THIS CERTIFIES THAT MMCA AUTO RECEIVABLES TRUST is the registered
owner of a ____________________________ DOLLARS nonassessable, fully paid,
beneficial interest in Certificates of MMCA Auto Owner Trust 2001-3 (the
"Trust") formed by MMCA Auto Receivables Trust, a Delaware business trust
(the "Depositor"). The Certificates have an aggregate Initial Certificate
Balance of $ .

               OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


Dated:______________

WILMINGTON TRUST COMPANY                     WILMINGTON TRUST COMPANY
not in its individual capacity but   or      not in its individual capacity but
solely as Owner Trustee                      solely as Owner Trustee


By:      _______________________             By:  WILMINGTON TRUST COMPANY
         Responsible Officer                 as Authenticating Agent


                                             By:      ________________________
                                                       Responsible Officer



         The Trust was created pursuant to a Trust Agreement, dated as of
July 10, 2001 (as amended, supplemented or otherwise modified and in effect
from time to time, the "Trust Agreement"), by and between the Depositor and
Wilmington Trust Company, 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 October 1, 2001 (as amended, supplemented
or otherwise modified and in effect from time to time, the "Sale and
Servicing Agreement"), by and among the Trust, the Depositor, as seller (in
such capacity, the "Seller"), and Mitsubishi Motors Credit of America,
Inc., as servicer (the "Servicer"), as applicable.

         This Certificate is one of the duly authorized Certificates
designated as "Asset Backed Certificates" (herein called the
"Certificates"). This 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 Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound. The property of the Trust
includes (i) a pool of retail installment sale contracts for new and used
automobiles and light-duty trucks and certain rights and obligations
thereunder (the "Receivables"), (ii) with respect to Actuarial Receivables,
monies due thereunder after the Cutoff Date (including Payaheads) and, with
respect to Simple Interest Receivables, monies received thereunder after
the Cutoff Date; (iii) the security interests in the Financed Vehicles
granted by Obligors pursuant to the Receivables and any other interest of
the Trust in the Financed Vehicles; (iv) all rights to receive proceeds
with respect to the Receivables from claims on any physical damage, theft,
credit life or disability insurance policies covering the Financed Vehicles
or Obligors; (v) all rights to receive proceeds with respect to the
Receivables from recourse to Dealers thereon pursuant to the Dealer
Agreements; (vi) all of the Seller's rights to the Receivable Files; (vii)
the Trust Accounts and all amounts, securities, financial assets,
investments and other property deposited in or credited to any of the
foregoing and all proceeds thereof; (viii) all of the rights under the Sale
and Servicing Agreement and the Yield Supplement Agreement, (ix) all of the
rights under the Purchase Agreement, including the right of the Seller to
cause MMCA to repurchase Receivables from the Seller; (x) all payments and
proceeds with respect to the Receivables held by the Servicer; (xi) all
property (including the right to receive Liquidation Proceeds and
Recoveries and Financed Vehicles and the proceeds thereof acquired by the
Trust pursuant to the terms of the Final Payment Receivables), guarantees
and other collateral securing a Receivable (other than a Receivable
repurchased by the Servicer or purchased by the Seller); (xii) all rebates
of premiums and other amounts relating to insurance policies and other
items financed under the Receivables in effect as of the Cutoff Date;
(xiii) the Issuer's rights under the Interest Rate Swap Agreements; and
(xiv) all present and future claims, demands, causes of action and choses
in action in respect of any or all of the foregoing and all payments on or
under and all proceeds of every kind and nature whatsoever in respect of
any or all of the foregoing, including all proceeds of the conversion
thereof, voluntary or involuntary, into cash or other liquid property, all
cash proceeds, accounts, accounts receivable, notes, drafts, acceptances,
chattel paper, checks, deposit accounts, insurance proceeds, condemnation
awards, rights to payment of any and every kind and other forms of
obligations and receivables, instruments and other property which at any
time constitute all or part of or are included in the proceeds of any of
the foregoing. The rights of the Trust in the foregoing property of the
Trust (other than the Certificate Distribution Account and the proceeds
thereof) have been pledged to the Indenture Trustee to secure the payment
of the Notes and payments to the Swap Counterparties pursuant to the
Interest Rate Swap Agreements.

         Under the Trust Agreement, there will be distributed on the
fifteenth day of each month or, if such fifteenth day is not a Business
Day, the next Business Day (each, a "Payment Date"), commencing October 15,
2001, to the Person in whose name this Certificate is registered at the
close of business on the fourteenth day of such calendar month (the "Record
Date") such Certificateholder's percentage interest in the amount to be
distributed to Certificateholders on such Payment Date; provided, however,
that principal will be distributed to the Certificateholders on each
Payment Date (to the extent of funds remaining after the Total Servicing
Fee, all required payments on Notes and any required deposit to the Reserve
Account and the Supplemental Reserve Account have been made on such Payment
Date). Notwithstanding the foregoing, following the occurrence and during
the continuation of an Event of Default under the Indenture which has
resulted in an acceleration of the Notes or following certain events of
insolvency with respect to the Depositor, no distributions of principal or
interest will be made on the Certificates until all the Notes have been
paid in full.

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

         It is the intent of the Depositor, the Servicer and the
Certificateholders that, for purposes of Federal income, state and local
income tax and any other income taxes, the Trust will be treated as a
partnership and the Certificateholders (including the Depositor) will be
treated as partners in that partnership. The Depositor and the other
Certificateholders by acceptance of a Certificate, agree to treat, and to
take no action inconsistent with the treatment of, the Certificates for
such tax purposes as partnership interests in the Trust.

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

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

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

         Unless the certificate of authentication hereon shall have been
executed by a Responsible Officer of the Owner Trustee, by manual
signature, this 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 Certificate shall be construed in accordance with the laws of
the State of Delaware, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.



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


                                MMCA AUTO OWNER TRUST 2001-3

                                By: WILMINGTON TRUST COMPANY,
                                not in its individual capacity but solely as
                                Owner Trustee


                                By: __________________________________________
                                    Responsible Officer



                          [REVERSE OF CERTIFICATE]

         The Certificates do not represent an obligation of, or an interest
in, the Depositor, the Servicer, the Administrator, the Owner Trustee or
any Affiliates of any of them and no recourse may be had against such
parties or their assets, except as may be expressly set forth or
contemplated herein, in the Trust Agreement or in the other Basic
Documents. This Certificate has been executed by Wilmington Trust Company
not in its individual capacity but solely in its capacity as Owner Trustee
of the Trust, and in no event shall Wilmington Trust Company in its
individual capacity have any liability for the representations, warranties,
covenants, agreements or other obligations of the Trust hereunder, as to
all of which recourse shall be solely to the assets of the Trust. In
addition, this Certificate is not guaranteed by any governmental agency or
instrumentality and is limited in right of payment to certain collections
with respect to the Receivables (and certain other amounts), all as more
specifically set forth herein and in the Sale and Servicing Agreement. The
Trust will furnish, upon the request of any holder of a Certificate, such
information as is specified in paragraph (d)(4) of Rule 144A of the
Securities Act with respect to the Trust. A registration statement, which
includes the Trust Agreement as an exhibit thereto, has been filed with the
Securities and Exchange Commission with respect to the Notes of the Trust
issued concurrently with this Certificate.

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

         This Certificate may be Transferred only under the circumstances
described in Section 3.4 of the Trust Agreement, which, among other things,
requires that each prospective transferee represent in writing in the form
provided as an exhibit to the Trust Agreement that it will not acquire or
Transfer the Certificates through an established securities market, is not
and will not become, except in certain circumstances, a partnership,
Subchapter S corporation or grantor trust for U.S. Federal income tax
purposes, and will not acquire the Certificates for or on behalf of an
employee benefit plan, except in certain limited circumstances. Any
attempted Transfer in contravention of the restrictions and conditions of
Section 3.4 of the Trust Agreement shall be null and void. As provided in
the Trust Agreement, the Transfer of this Certificate is registerable in
the Certificate Register upon surrender of this Certificate for
registration of Transfer at the offices or agencies of the Certificate
Registrar maintained by the Owner Trustee in Wilmington, Delaware,
accompanied by the written representations required by the Trust Agreement
and, if the Depositor has consented to such transfer, a written instrument
of transfer in form satisfactory to the Certificate Registrar duly executed
by the Holder hereof or such Holder's attorney duly authorized in writing,
and thereupon one or more new Certificates of authorized denominations
evidencing the same aggregate interest in the Trust will be issued to the
designated transferee. The initial Certificate Registrar appointed under
the Trust Agreement is Wilmington Trust Company.

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

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

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

         The Holder of this Certificate, by acceptance of this Certificate,
covenants and agrees by accepting the benefits of the Trust Agreement that
any claim that such Holder may have at any time against the Subtrust Assets
of any Subtrust unrelated to the Certificates, and any claim that such
Holder may have against the Depositor that such Holder may seek to enforce
against the Subtrust Assets of any Subtrust unrelated to the Certificates,
shall be subordinate to the payment in full, including post-petition
interest, in the event that the Depositor becomes a debtor or debtor in
possession in a case under any applicable Federal or state bankruptcy,
insolvency or other similar law now or hereafter in effect or otherwise
subject to any insolvency, reorganization, liquidation, rehabilitation or
other similar proceedings, of the claims of the holders of any Securities
related to such unrelated Subtrust and the holders of any other notes,
bonds, contracts or other obligations that are related to such unrelated
Subtrust. The obligations of the Depositor represented by this Certificate
are limited to the related Subtrust and the related Subtrust Assets.

         EACH HOLDER, BY ACCEPTANCE OF A CERTIFICATE, HEREBY IRREVOCABLY
MAKES THE ELECTION AFFORDED BY TITLE 11 UNITED STATES CODE SECTION
1111(b)(1)(A)(i) TO SECURED CREDITORS TO RECEIVE THE TREATMENT AFFORDED BY
TITLE 11 UNITED STATES CODE SECTION 1111(b)(2) WITH RESPECT TO ANY SECURED
CLAIM THAT SUCH HOLDER MAY HAVE AT ANY TIME AGAINST THE DEPOSITOR.



                                 ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE




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



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




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

Dated:


                                                   ___________________*/
                                                   Signature Guaranteed:


                                                   ___________________*/
                                                   Signature Guaranteed:


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



                                                                      EXHIBIT B

                       [FORM OF CERTIFICATE OF TRUST]

                          CERTIFICATE OF TRUST OF
                        MMCA AUTO OWNER TRUST 2001-3


         This Certificate of Trust of MMCA AUTO OWNER TRUST 2001-3 (the
"Trust") is being duly executed and filed by the Undersigned as trustee, to
form a business trust under the Delaware Business Trust Act (12 Del. Code,
ss. 3801 et seq.) (the "Act").

         1. Name. The name of the business trust formed hereby is MMCA AUTO
OWNER TRUST 2001-3.

         2. Delaware Trustee. The name and business address of the trustee
of the Trust in the State of Delaware is Wilmington Trust Company, Rodney
Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001,
Attention: Corporate Trust Administration.

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

         IN WITNESS WHEREOF, the undersigned, being the sole trustee of the
Trust, has executed this Certificate of Trust in accordance with Section
3811 of the Act.


                                   WILMINGTON TRUST COMPANY
                                   as trustee


                               By: __________________________________________
                                   Name:
                                   Title:


                                                                      EXHIBIT C

                 [FORM OF RULE 144A TRANSFEROR CERTIFICATE]


                                                                         [Date]

Wilmington Trust Company
  as Owner Trustee
Rodney Square North
1100 North Market Street
Wilmington, Delaware  19890-0001
Attention:  Corporate Trust Administration

Wilmington Trust Company
  as Certificate Registrar
Rodney Square North
1100 North Market Street
Wilmington, Delaware  19890-0001
Attention:  Corporate Trust Administration

Ladies and Gentlemen:

         This is to notify you as to the transfer of $ [*] in denomination
of Asset Backed Certificates (the "Certificates") of MMCA Auto Owner Trust
2001-3 (the "Trust").

         The undersigned is the holder of the Certificates and with this
notice hereby deposits with the Owner Trustee $ [*] in denomination of
Certificates and requests that Certificates in the same aggregate
denomination be issued, executed and authenticated and registered to the
purchaser on , , as specified in the Amended and Restated Trust Agreement
dated as of October 1, 2001 relating to the Certificates, as follows:

          Name:          Denominations:             [*]
          Address:
          Taxpayer I.D. No:



         The undersigned represents and warrants that the undersigned (i)
reasonably believes the purchaser is a "qualified institutional buyer," as
defined in Rule 144A under the Securities Act of 1933 (the "Act"), (ii)
such purchaser has acquired the Certificates in a transaction effected in
accordance with the exemption from the registration requirements of the Act
provided by Rule 144A and, (iii) if the purchaser has purchased the
Certificates for one or more accounts for which it is acting as fiduciary
or agent, (A) each such account is a qualified institutional buyer and (B)
the purchaser is acquiring Certificates for its own account or for one or
more institutional accounts for which it is acting as fiduciary or agent in
a minimum amount equivalent to at least $1,000,000 for each such account.

                               Very truly yours,

                               [NAME OF HOLDER OF CERTIFICATES]


                               By: __________________________________________
                                   Name:
                                   Title:


--------
[*  minimum of $1,000,000]

                                                                      EXHIBIT D

         [FORM OF INVESTMENT LETTER--QUALIFIED INSTITUTIONAL BUYER]


                                                                         [Date]

MMCA Auto Owner Trust 2001-3
  as Issuer
Wilmington Trust Company
  as Owner Trustee
Rodney Square North
1100 North Market Street
Wilmington, Delaware  19890-0001
Attention:  Corporate Trust Administration

Wilmington Trust Company
  as Certificate Registrar
Rodney Square North
1100 North Market Street
Wilmington, Delaware  19890-0001
Attention:  Corporate Trust Administration

Ladies and Gentlemen:

         In connection with our proposed purchase of the Asset Backed
Certificates (the "Certificates") of MMCA Auto Owner Trust 2001-3 (the
"Trust"), a trust formed by MMCA Auto Receivables Trust (the "Depositor" or
"Seller"), we confirm that:

         1. We agree to be bound by the restrictions and conditions set
forth in the Amended and Restated Trust Agreement dated as of October 1,
2001 (the "Trust Agreement") relating to the Certificates and we agree to
be bound by, and not to resell, transfer, assign, participate, pledge, or
otherwise dispose of (any such act, a "Transfer") the Certificates except
in compliance with, such restrictions and conditions and the Securities Act
of 1933, as amended (the "Securities Act").

         2. We have neither acquired nor will we Transfer any Certificate
we purchase (or any interest therein) or cause any such Certificates (or
any interest therein) to be marketed on or through an "established
securities market" within the meaning of section 7704(b)(1) of the Internal
Revenue Code of 1986, as amended (the "Code"), including, without
limitation, an over-the-counter-market or an interdealer quotation system
that regularly disseminates firm buy or sell quotations.

         3. We either (a) are not, and will not become, a partnership,
Subchapter S corporation, or grantor trust for U.S. Federal income tax
purposes or (b) are such an entity, but none of the direct or indirect
beneficial owners of any of the interests in us have allowed or caused, or
will allow or cause, 80% or more (or such other percentage as the Seller
may establish prior to the time of such proposed Transfer) of the value of
such interests to be attributable to our ownership of Certificates.

         4. We understand that no subsequent Transfer of the Certificates
is permitted unless (i) such Transfer is of a Certificate with a
denomination of at least $1,000,000 and (ii) the Depositor consents in
writing (which consent may be withheld for any reason or for no reason) to
the proposed Transfer; provided, however, that no such consent shall be
required where the proposed transferee is, and at the time of the Transfer
will be, a holder of a Certificate.

         5. We understand that the opinion of tax counsel that the Trust is
not a publicly traded partnership taxable as a corporation is dependent in
part on the accuracy of the representations in paragraphs 2, 3 and 4.

         6. We are a "qualified institutional buyer" (within the meaning of
Rule 144A under the Securities Act) (a "QIB") and we are acquiring the
Certificates for our own account or for the account of a QIB for investment
purposes and not with a view to, or for offer or sale in connection with,
any distribution in violation of the Securities Act, and 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. We acknowledge that the sale of
the Certificates to us is being made in reliance on Rule 144A.

         7. We are acquiring each of the Certificates purchased by us for
our own account or for a single account (which is a QIB and from which no
resale, pledge, or other transfer may be made) as to which we exercise sole
investment discretion.

         8. We are not (A) an employee benefit plan (as defined in Section
3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA")) that is subject to Title I of ERISA, (B) a plan described in
Section 4975(e)(1) of the Code, (C) a governmental plan, as defined in
Section 3(32) of ERISA, subject to any Federal, state or local law which
is, to a material extent, similar to the provisions of Section 406 of ERISA
or Section 4975 of the Code, (D) an entity whose underlying assets include
plan assets by reason of a plan's investment in the entity (within the
meaning of Department of Labor Regulation 29 C.F.R. ss. 2510.3-101) or (E)
a person investing "plan assets" of any such plan (excluding, for purposes
of this clause (E), any entity registered under the Investment Company Act
of 1940, as amended).

         9. We are a person who is either (A) (i) a citizen or resident of
the United States, (ii) a corporation, partnership or other entity
organized in or under the laws of the United States or any political
subdivision thereof or (iii) a person not described in (i) or (ii) whose
ownership of the Certificates is effectively connected with such person's
conduct of a trade or business within the United States (within the meaning
of the Code) and who provides the Depositor and the Trust an IRS Form
W-8ECI (and such other certifications, representations or opinions of
counsel as may be requested by the Depositor or the Trust) or (B) an estate
or trust the income of which is includible in gross income for United
States Federal income tax purposes, regardless of source.

         10. We understand that any purported Transfer of any Certificate
(or any interest therein) in contravention of the restrictions and
conditions (including any violation of the representation in paragraph 3 by
an investor who continues to hold such Certificates occurring any time
after the Transfer in which it acquired such Certificates) in paragraphs 1
through 9 above shall be null and void (each, a "Void Transfer"), and the
purported transferee in a Void Transfer shall not be recognized by the
Trust or any other person as a Certificateholder for any purpose.

         11. We agree that if we determine to Transfer any of the
Certificates we will cause our proposed transferee to provide to the Trust
and the Certificate Registrar a letter substantially in the form of this
Exhibit D or Exhibit E to the Trust Agreement, as applicable.

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


                             Very truly yours,


                             By:___________________________________________
                                Name:
                                Title:


Securities To Be Purchased:
$             principal balance of Certificates



                                                                      EXHIBIT E

      [FORM OF INVESTMENT LETTER-- INSTITUTIONAL ACCREDITED INVESTOR]


                                                                      [Date]

MMCA Auto Owner Trust 2001-3
c/o Wilmington Trust Company
     as Owner Trustee
Rodney Square North
1100 North Market Street
Wilmington, Delaware  19890-0001
Attention:  Corporate Trust Administration

Wilmington Trust Company
  as Certificate Registrar
Rodney Square North
1100 North Market Street
Wilmington, Delaware  19890-0001
Attention:  Corporate Trust Administration

Ladies and Gentlemen:

         In connection with our proposed purchase of the Asset Backed
Certificates (the "Certificates") of MMCA Auto Owner Trust 2001-3 (the
"Trust"), a trust formed by MMCA Auto Receivables Trust (the "Depositor" or
"Seller"), we confirm that:

         1. We agree to be bound by the restrictions and conditions set
forth in the Amended and Restated Trust Agreement dated as of October 1,
2001 (the "Trust Agreement") relating to the Certificates and we agree to
be bound by, and not to resell, transfer, assign, participate, pledge, or
otherwise dispose of (any such act, a "Transfer") the Certificates except
in compliance with, such restrictions and conditions and the Securities Act
of 1933, as amended (the "Securities Act").

         2. We have neither acquired nor will we Transfer any Certificate
we purchase (or any interest therein) or cause any such Certificates (or
any interest therein) to be marketed on or through an "established
securities market" within the meaning of section 7704(b)(1) of the Internal
Revenue Code of 1986, as amended (the "Code"), including, without
limitation, an over-the-counter-market or an interdealer quotation system
that regularly disseminates firm buy or sell quotations.

         3. We either (a) are not, and will not become, a partnership,
Subchapter S corporation, or grantor trust for U.S. Federal income tax
purposes or (b) are such an entity, but none of the direct or indirect
beneficial owners of any of the interests in us have allowed or caused, or
will allow or cause, 80% or more (or such other percentage as the Depositor
may establish prior to the time of such proposed Transfer) of the value of
such interests to be attributable to our ownership of Certificates.

         4. We understand that no subsequent Transfer of the Certificates
is permitted unless (i) such Transfer is of a Certificate with a
denomination of at least $1,000,000 and (ii) the Depositor consents in
writing (which consent may be withheld for any reason or for no reason) to
the proposed Transfer; provided, however, that no such consent shall be
required where the proposed transferee is, and at the time of the Transfer
will be, a holder of a Certificate.

         5. We understand that the opinion of tax counsel that the Trust is
not a publicly traded partnership taxable as a corporation is dependent in
part on the accuracy of the representations in paragraphs 2, 3 and 4 and
that in addition to being subject to having its purchase rescinded, it will
be liable for damages.

         6. We are an institutional "accredited investor" (as defined in
Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and we are
acquiring the Certificates for investment purposes and not with a view to,
or for offer or sale in connection with, any distribution in violation of
the Securities Act, and 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.

         7. We are acquiring each of the Certificates purchased by us for
our own account or for a single account (each of which is an institutional
"accredited investor" and from which no resale, pledge or other transfer
may be made) as to which we exercise sole investment discretion.

         8. We are not (A) an employee benefit plan (as defined in Section
3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA")) that is subject to Title I of ERISA, (B) a plan described in
Section 4975(e)(1) of the Code, (C) a governmental plan, as defined in
Section 3(32) of ERISA, subject to any Federal, state or local law which
is, to a material extent, similar to the provisions of Section 406 of ERISA
or Section 4975 of the Code, (D) an entity whose underlying assets include
plan assets by reason of a plan's investment in the entity (within the
meaning of Department of Labor Regulation 29 C.F.R. ss. 2510.3-101) or (E)
a person investing "plan assets" of any such plan (excluding, for purposes
of this clause (E), any entity registered under the Investment Company Act
of 1940, as amended).

         9. We are a person who is either (A) (i) a citizen or resident of
the United States, (ii) a corporation, partnership or other entity
organized in or under the laws of the United States or any political
subdivision thereof or (iii) a person not described in (i) or (ii) whose
ownership of the Certificates is effectively connected with such person's
conduct of a trade or business within the United States (within the meaning
of the Code) and who provides the Depositor and the Trust an IRS Form
W-8ECI (and such other certifications, representations or opinions of
counsel as may be requested by the Depositor or the Trust) or (B) an estate
or trust the income of which is includible in gross income for United
States Federal income tax purposes, regardless of source.

         10. We understand that any purported Transfer of any Certificate
(or any interest therein) in contravention of the restrictions and
conditions (including any violation of the representation in paragraph 3 by
an investor who continues to hold such Certificates occurring any time
after the Transfer in which it acquired such Certificates) in paragraphs 1
through 9 above shall be null and void (each, a "Void Transfer"), and the
purported transferee in a Void Transfer shall not be recognized by the
Trust or any other person as a Certificateholder for any purpose.

         11. We agree that if we determine to Transfer any of the
Certificates, we will cause our proposed transferee to provide to the Trust
and the Certificate Registrar a letter substantially in the form of this
Exhibit F or Exhibit E to the Trust Agreement, as applicable.

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



                             Very truly yours,


                             By: __________________________________________
                                 Name:
                                 Title: