Exhibit 4.2












                              AMENDED AND RESTATED

                                 TRUST AGREEMENT

                                      among

                      FORD CREDIT AUTO RECEIVABLES TWO LLC

                                  as Depositor,

                        THE BANK OF NEW YORK (DELAWARE),

                               as Delaware Trustee

                                       and

                              THE BANK OF NEW YORK,

                                as Owner Trustee



                          Dated as of September 1, 2001







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                                        v

                                TABLE OF CONTENTS
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                                                                                                      Page
ARTICLE I DEFINITIONS AND USAGE..........................................................................1

ARTICLE II ORGANIZATION OF THE TRUST.....................................................................2

SECTION 2.1          Name................................................................................2
SECTION 2.2          Offices.............................................................................2
SECTION 2.3          Purposes and Powers.................................................................2
SECTION 2.4          Appointment of Owner Trustee........................................................3
SECTION 2.5          Appointment of Delaware Trustee.....................................................3
SECTION 2.6          Capital Contribution of Owner Trust Estate..........................................4
SECTION 2.7          Declaration of Trust................................................................4
SECTION 2.8          Liability of the Depositor..........................................................4
SECTION 2.9          Title to Trust Property.............................................................6
SECTION 2.10         Situs of Trust......................................................................6
SECTION 2.11         Representations and Warranties of the Depositor.....................................6
SECTION 2.12         Federal Income Tax Matters..........................................................8

ARTICLE III TRUST CERTIFICATES AND TRANSFER OF INTERESTS.................................................9

SECTION 3.1          Initial Beneficial Ownership........................................................9
SECTION 3.2          Capital Accounts....................................................................9
SECTION 3.3          The Certificates...................................................................10
SECTION 3.4          Authentication of Certificates.....................................................11
SECTION 3.5          Registration of Certificates; Transfer and Exchange of Certificates................11
SECTION 3.6          Mutilated, Destroyed, Lost or Stolen Certificates..................................16
SECTION 3.7          Persons Deemed Owners of Certificates..............................................17
SECTION 3.8          Access to List of Certificateholders' Names and Addresses..........................17
SECTION 3.9          Maintenance of Office or Agency....................................................18
SECTION 3.10         Appointment of Certificate Paying Agent............................................18
SECTION 3.11         Certain Rights of Depositor........................................................19

ARTICLE IV ACTIONS BY OWNER TRUSTEE.....................................................................19

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

ARTICLE VAPPLICATION OF TRUST FUNDS; CERTAIN DUTIES.....................................................21

SECTION 5.1          Establishment of Certificate Distribution Account..................................21
SECTION 5.2          Application of Trust Funds.........................................................22
SECTION 5.3          Method of Payment..................................................................24
SECTION 5.4          No Segregation of Monies; No Interest..............................................24
SECTION 5.5          Accounting and Reports to Noteholders, Certificateholders, Internal Revenue Service
                     and Others.........................................................................24
SECTION 5.6          Signature on Returns; Tax Matters Partner..........................................25

ARTICLE VI AUTHORITY AND DUTIES OF OWNER TRUSTEE........................................................25

SECTION 6.1          General Authority..................................................................25
SECTION 6.2          General Duties.....................................................................25
SECTION 6.3          Action upon Instruction............................................................26
SECTION 6.4          No Duties Except as Specified in this Agreement or in Instructions.................27
SECTION 6.5          No Action Except Under Specified Documents or Instructions.........................27
SECTION 6.6          Restrictions.......................................................................28

ARTICLE VII REGARDING THE OWNER TRUSTEE AND THE DELAWARE TRUSTEE........................................28

SECTION 7.1          Acceptance of Trusts and Duties....................................................28
SECTION 7.2          Furnishing of Documents............................................................30
SECTION 7.3          Representations and Warranties.....................................................30
SECTION 7.4          Reliance; Advice of Counsel........................................................31
SECTION 7.5          Not Acting in Individual Capacity..................................................32
SECTION 7.6          Owner Trustee Not Liable for Certificates or Receivables...........................32
SECTION 7.7          Co-Trustees May Own Certificates and Notes.........................................32

ARTICLE VIII COMPENSATION AND INDEMNITY OF OWNER TRUSTEE................................................33

SECTION 8.1          Owner Trustee's Fees and Expenses..................................................33
SECTION 8.2          Indemnification....................................................................33
SECTION 8.3          Payments to Co-Trustees............................................................34

ARTICLE IX TERMINATION..................................................................................34

SECTION 9.1          Termination of Trust Agreement.....................................................34
SECTION 9.2          Prepayment of Certificates.........................................................36


ARTICLE X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES........................................37

SECTION 10.1         Eligibility Requirements for Owner Trustee and Delaware Trustee....................37
SECTION 10.2         Resignation or Removal of Owner Trustee or the Delaware Trustee....................38
SECTION 10.3         Successor Owner Trustee or Delaware Trustee........................................39
SECTION 10.4         Merger or Consolidation of Owner Trustee or Delaware Trustee.......................40
SECTION 10.5         Appointment of Co-Trustee or Separate Trustee......................................40
SECTION 10.6         Compliance with Business Trust Statute.............................................42

ARTICLE XI MISCELLANEOUS................................................................................42

SECTION 11.1         Supplements and Amendments.........................................................42
SECTION 11.2         No Legal Title to Owner Trust Estate in Certificateholders.........................44
SECTION 11.3         Limitation on Rights of Others.....................................................44
SECTION 11.4         Notices............................................................................45
SECTION 11.5         Severability.......................................................................45
SECTION 11.6         Separate Counterparts..............................................................45
SECTION 11.7         Successors and Assigns.............................................................45
SECTION 11.8         No Petition........................................................................45
SECTION 11.9         No Recourse........................................................................46
SECTION 11.10        Headings...........................................................................46
SECTION 11.11        Governing Law......................................................................46
SECTION 11.12        Sale and Servicing Agreement Obligations...........................................46

EXHIBIT A................................................................FORM OF CLASS C CERTIFICATE   A-1

EXHIBIT B................................................................FORM OF CLASS D CERTIFICATE   B-1

EXHIBIT C........................................................................FORM OF INVESTMENT LETTER
QUALIFIED INSTITUTIONAL BUYER..........................................................................C-1

EXHIBIT D........................................................................FORM OF INVESTMENT LETTER
INSTITUTIONAL ACCREDITED INVESTOR......................................................................D-1

EXHIBIT E....................................................FORM OF RULE 144A TRANSFEROR CERTIFICATE  E-1

EXHIBIT F.................................................................FORM OF CERTIFICATE OF TRUST F-1

APPENDIX A.....................................................................Definitions and Usage  AA-1

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                  AMENDED AND RESTATED TRUST AGREEMENT, dated as of September 1,
2001 (as from time to time amended, supplemented or otherwise modified and in
effect, this "Agreement"), among FORD CREDIT AUTO RECEIVABLES TWO LLC, a
Delaware limited liability company, as Depositor, having its principal executive
office at One American Road, Dearborn, Michigan 48126; THE BANK OF NEW YORK
(DELAWARE), a Delaware banking corporation not in its individual capacity but
solely as Delaware trustee under this Agreement (the "Delaware Trustee"), having
its principal corporate trust office at White Clay Center, Route 273, Newark,
Delaware 19711; and THE BANK OF NEW YORK, a New York banking corporation (the
"Bank"), not in its individual capacity but solely as trustee under this
Agreement (in such capacity, the "Owner Trustee"), having its principal
corporate trust office at 101 Barclay Street, Floor 12E, New York, New York
10286 for the purpose of establishing the Ford Credit Auto Owner Trust 2001-E.
Each of the Delaware Trustee and the Owner Trustee are referred to individually
as a "Co-Trustee" and collectively as the "Co-Trustees."

                  WHEREAS, the parties hereto intend to amend and restate that
certain Trust Agreement, dated as of September 1, 2001, among the Depositor, the
Delaware Trustee and the Owner Trustee, on the terms and conditions hereinafter
set forth;

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


                                    ARTICLE I

                              DEFINITIONS AND USAGE

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




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                                   ARTICLE II

                            ORGANIZATION OF THE TRUST

                  SECTION 2.1 Name. The Trust created hereby shall be known as
"Ford Credit Auto Owner Trust 2001-E", in which name the Owner Trustee may
conduct the business of the Trust, make and execute contracts and other
instruments on behalf of the Trust and sue and be sued on behalf of the Trust.

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

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

                  (i) to issue the Notes pursuant to the Indenture, and the
         Certificates pursuant to this Agreement, and to sell the Notes and the
         Certificates 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 and the
         Certificates, to fund the Reserve 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 Grant the Owner Trust Estate (other than each
         Certificate Distribution Account and the proceeds thereof) to the
         Indenture Trustee pursuant to the Indenture;

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

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

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

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

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

                  SECTION 2.5 Appointment of Delaware Trustee. The Delaware
Trustee is appointed to serve as the trustee of the Trust in the State of
Delaware for the sole and limited purpose of satisfying the requirement of
Section 3807 of the Delaware Business Trust Statute that the Trust have at least
one trustee with a principal place of business in Delaware. It is understood and
agreed by the parties hereto and the Certificateholders that the Delaware
Trustee shall have none of the duties or liabilities of the Owner Trustee. The
duties of the Delaware Trustee shall be limited to (a) accepting legal process
served on the Trust in the State of Delaware and (b) the execution of any
certificates required to be filed with the Secretary of State of the State of
Delaware which the Delaware Trustee is required to execute pursuant to Section
3811 of the Business Trust Statute, and the Delaware Trustee shall provide
prompt notice to the Owner Trustee of its performance of any such acts. The
parties hereto and the Certificateholders understand and agree that the Delaware
Trustee shall not be entitled to exercise any powers, nor shall the Delaware
Trustee have any of the duties and liabilities, of the Owner Trustee. The
Delaware Trustee shall not be liable for the acts or omissions of the Owner
Trustee, the Depositor or the Trust. To the extent that, at law or in equity,
the Delaware Trustee has duties (including fiduciary duties) and liabilities
relating thereto to the Trust or to the Certificateholders, it is hereby
understood and agreed by the other parties hereto and the Certificateholders
that such duties and liabilities are replaced by the duties and liabilities of
the Delaware Trustee expressly set forth in this Trust Agreement. The Delaware
Trustee shall owe no fiduciary or other duties to the Trust or to the Depositor
except as expressly provided for herein.

                  SECTION 2.6 Capital Contribution of Owner Trust Estate. As of
September 1, 2001, the Depositor sold, assigned, transferred, conveyed and set
over to the Owner Trustee the sum of $1. The Owner Trustee hereby acknowledges
receipt in trust from the Depositor, as of such date, of the foregoing
contribution, which shall constitute the initial Owner Trust Estate and shall be
deposited in the Certificate Distribution Account. The Depositor shall pay the
organizational expenses of the Trust as they may arise or shall, upon the
request of the Owner Trustee or the Delaware Trustee, promptly reimburse the
Owner Trustee or the Delaware Trustee for any such expenses paid by the Owner
Trustee or the Delaware Trustee. On the Closing Date, the Depositor shall convey
to the Trust the Trust Property and the Owner Trustee shall convey to the
Depositor the Notes and the Certificates.

                  SECTION 2.7 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)
for income and franchise tax purposes, the Trust shall be treated as a
partnership, with the assets of the partnership being the Receivables, the
Trust's rights under the Interest Rate Swap Agreements and other assets held by
the Trust, the partners of the partnership being the Certificateholders and the
Depositor and the Notes constituting indebtedness of the partnership. The
parties agree that, unless otherwise required by the appropriate tax
authorities, the Depositor, on behalf of the Trust, will file or cause to be
filed annual or other necessary returns, reports and other forms consistent with
the characterization of the Trust as a partnership for such tax purposes.
Effective as of the date hereof, the Owner Trustee shall have the rights, powers
and duties set forth herein and in the Business Trust Statute with respect to
accomplishing the purposes of the Trust. Together with the Delaware Trustee, the
Owner Trustee has filed the Certificate of Trust with the Secretary of State.

                  SECTION 2.8 Liability of the Depositor. (a) Notwithstanding
Section 3803 of the Business Trust Statute, the Depositor in its capacity as the
holder of the interests described in Section 3.11 shall be liable directly to,
and will indemnify each injured party for, all losses, claims, damages,
liabilities and expenses of the Trust (including Expenses, to the extent that
the assets of the Trust that would remain if all of the Notes were paid in full
would be insufficient to pay any such losses, claims, damages, liabilities or
expenses, or to the extent that such losses, claims, damages, liabilities and
expenses in fact are not paid out of the Owner Trust Estate) that the Depositor
would be liable for if the Trust were a partnership under the Limited
Partnership Act in which the Depositor were a general partner; provided,
however, that the Depositor shall not be liable to or indemnify Noteholders or
Note Owners for any losses incurred by Noteholders or Note Owners in their
capacity as holders of or beneficial owners of interests in limited recourse
debt secured by the Owner Trust Estate or be liable to or indemnify
Certificateholders for any losses incurred by the Certificateholders if such
losses would nevertheless have been incurred if the Certificates were limited
recourse debt secured by the Owner Trust Estate. In addition, any third-party
creditors of the Trust, or the arrangement between the Depositor and the Trust
(other than in connection with the obligations described in the preceding
sentence for which the Depositor shall not be liable), shall be deemed
third-party beneficiaries of this paragraph.

                  (b) No Certificateholder other than the Depositor to the
extent set forth in paragraph (a) of this Section 2.8, shall have any personal
liability for any liability or obligation of the Trust.

                  (c) The Depositor's obligations under this Section 2.8 are
obligations solely of the Depositor and shall not constitute a claim against the
Depositor to the extent that the Depositor does not have funds sufficient to
make payment of such obligations. In furtherance of and not in derogation of the
foregoing, the Delaware Trustee and the Owner Trustee, by entering into or
accepting this agreement, acknowledge and agree that they shall have no right,
title or interest in or to the Other Assets of the Depositor. To the extent
that, notwithstanding the agreements and provisions contained in the preceding
sentence, the Delaware Trustee or the Owner Trustee either (i) asserts an
interest or claim to, or benefit from, Other Assets, or (ii) is deemed to have
any such interest, claim to, or benefit in or from Other Assets, whether by
operation of law, legal process, pursuant to applicable provisions of insolvency
laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code
or any successor provision having similar effect under the Bankruptcy Code),
then such Delaware Trustee or Owner Trustee further acknowledges and agrees that
any such interest, claim or benefit in or from Other Assets is and shall be
expressly subordinated to the indefeasible payment in full, which, under the
terms of the relevant documents relating to the securitization or conveyance of
such Other Assets, are entitled to be paid from, entitled to the benefits of, or
otherwise secured by such Other Assets (whether or not any such entitlement or
security interest is legally perfected or otherwise entitled to a priority of
distributions or application under applicable law, including insolvency laws,
and whether or not asserted against the Depositor), including the payment of
post-petition interest on such other obligations and liabilities. This
subordination agreement shall be deemed a subordination agreement within the
meaning of Section 510(a) of the Bankruptcy Code. The Indenture Trustee and
Owner Trustee each further acknowledges and agrees that no adequate remedy at
law exists for a breach of this Section 2.8 and the terms of this Section 2.8
may be enforced by an action for specific performance. The provisions of this
Section 2.8 shall be for the third party benefit of those entitled to rely
thereon and shall survive the termination of this Agreement.

                  SECTION 2.9 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 2.10 Situs of Trust. The Trust shall be administered
in the State of New York. 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 Bank, the Delaware Trustee or 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 principal office of the Trust shall be in
care of the Delaware Trustee in the State of Delaware. The Trust shall also have
an office in care of the Owner Trustee in the State of New York.

                  SECTION 2.11 Representations and Warranties of the Depositor.
The Depositor hereby represents and warrants to the Owner Trustee and the
Delaware Trustee that:

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

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

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

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

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

                  (f) There are no proceedings or investigations pending or, to
the Depositor's best knowledge, threatened before any court, regulatory body,
administrative agency or other governmental instrumentality having jurisdiction
over the Depositor or its properties: (i) asserting the invalidity of this
Agreement, the Indenture, any of the other Basic Documents, 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 and the Certificates.

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

                  SECTION 2.12 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 as a partnership and the Certificateholders and the
Depositor will be treated as partners in that partnership. The Depositor hereby
agrees and the Certificateholders by acceptance of a Certificate agree to such
treatment and each agrees to take no action inconsistent with such treatment.
For purposes of federal income, state and local income and franchise tax and any
other income taxes each month:

                  (a)      amounts paid to any Certificateholder pursuant to
Section 5.2(a)(i) shall be treated as a guaranteed payment within the meaning of
Section 707(c) of the Code;

                  (b) to the extent the characterization provided for in
paragraph (a) of this Section 2.11 is not respected, gross ordinary income of
the Trust for such month as determined for federal income tax purposes shall be
allocated among the Certificateholders of each Class of Certificates as of the
Record Date occurring within such month, in proportion to their ownership of the
Aggregate Certificate Balance on such date, in an amount up to the sum of (i)
the Accrued Class C Certificate Interest or Accrued Class D Certificate
Interest, as applicable, for such Class for such month, (ii) the portion of the
market discount on the Receivables accrued during such month that is allocable
to the excess, if any, of the aggregate Initial Certificate Balance of such
class of Certificates over the initial aggregate issue price of such Class of
Certificates and (iii) any amount expected to be distributed to the
Certificateholders of such Class pursuant to Sections 4.6(c) and (d) of the Sale
and Servicing Agreement (to the extent not previously allocated pursuant to this
paragraph (b)) to the extent necessary to reverse any net loss previously
allocated to Certificateholders of such Class (to the extent not previously
reversed pursuant to this clause (iii)); and

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

If the gross ordinary income of the Trust for any month is insufficient for the
allocations described in paragraph (b) above, subsequent gross ordinary income
shall first be allocated to make up such shortfall before any allocation
pursuant to paragraph (c) above. Net losses of the Trust, if any, for any month
as determined for federal income tax purposes (and each item of income, gain,
credit, loss or deduction entering into the computation thereof) shall be
allocated to the Depositor to the extent the Depositor, in its capacity as
"general partner," is reasonably expected to bear the economic burden of such
net losses, and any remaining net losses shall be allocated among the
Certificateholders as of the Record Date occurring within such month in
proportion to their ownership of the Aggregate Certificate Balance on such
Record Date. The Depositor is authorized to modify the allocations in this
paragraph if necessary or appropriate, in its sole discretion, for the
allocations to fairly reflect the economic income, gain or loss to the Depositor
or the Certificateholders or as otherwise required by the Code.


                                   ARTICLE III

                  TRUST CERTIFICATES AND TRANSFER OF INTERESTS

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

                  SECTION 3.2 Capital Accounts. (a) The Owner Trustee shall
establish and maintain a separate bookkeeping account (a "Capital Account") for
the Depositor and each Certificateholder. The initial balance of the Capital
Account for (i) each Certificateholder shall be the amount initially paid for
such Certificateholder's Certificates and (ii) the Depositor shall be (x) the
fair market value of the Receivables minus (y) the proceeds of the sale of Notes
net of the Reserve Initial Deposit. The Capital Account of the Depositor or each
Certificateholder shall also be increased by (i) the dollar amount of any
additional cash contributions made by the Depositor or such Certificateholder,
as the case may be, (ii) the fair market value of any property (other than cash)
contributed to the Trust by the Depositor or such Certificateholder, as the case
may be (net of any liabilities to which the property is subject), and (iii)
allocations to the Depositor or such Certificateholder, as the case may be, of
income and gain (including income exempt from tax). The Capital Account of the
Depositor or each Certificateholder shall be decreased by (i) the dollar amount
of any cash distributions made to the Depositor or such Certificateholder, as
the case may be, (ii) the fair market value of any property (other than cash)
distributed to the Depositor or such Certificateholder, as the case may be (net
of any liabilities to which the property is subject), (iii) allocations to the
Depositor or such Certificateholder, as the case may be, of loss or deductions
(or items thereof), and (iv) any allocations of expenditures of the Trust
described in Section 705(a)(2)(B) of the Code.

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

                  SECTION 3.3 The Certificates. (a) The Class C Certificates and
the Class D Certificates shall each be issued in one or more registered,
definitive, physical certificates, in the form set forth in Exhibit A and
Exhibit B, respectively, in denominations of at least $20,000 and in integral
multiples of $1,000 in excess thereof. No Certificate may be sold, transferred,
assigned, participated, pledged, or otherwise disposed of (any such act, a
"Transfer") to any Person except in accordance with the provisions of Section
3.5 and any attempted Transfer in violation of Section 3.5 shall be null and
void (each a "Void Transfer").

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

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

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

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

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

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

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

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

                  (ii)  It is either:

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

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

                  (iii) It is a person who is (A) a citizen or resident of the
         United States, (B) a corporation or partnership organized in or under
         the laws of the United States or any political subdivision thereof, (c)
         an estate the income of which is includible in gross income for United
         States tax purposes, regardless of its source, (D) a trust if a U.S.
         court is able to exercise primary supervision over the administration
         of such trust and one or more persons described in clause (A), (B), (C)
         or (E) of this paragraph (iii) has the authority to control all
         substantial decisions of the trust or (E) a person not described in
         clauses (A) through (D) of this paragraph (iii) whose ownership of the
         Certificates is effectively connected with such persons conduct of a
         trade or business within the United States (within the meaning of the
         Code) and who provides the Trust and the Depositor with an IRS Form
         4224 (and such other certifications, representations, or opinions of
         counsel as may be requested by the Trust or the Depositor).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  SECTION 3.8 Access to List of Certificateholders' Names and
Addresses. The Owner Trustee shall furnish or cause to be furnished to the
Servicer and the Depositor, or to the Indenture Trustee, within fifteen (15)
days after receipt by the Owner Trustee of a written request therefor from the
Servicer or the Depositor, or the Indenture Trustee, as the case may be, a list,
in such form as the requesting party may reasonably require, of the names and
addresses of the Certificateholders as of the most recent Record Date. If three
or more Certificateholders or one or more Certificateholders of Certificates
evidencing not less than 25% of the Aggregate 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 3.9 Maintenance of Office or Agency. The Owner Trustee
shall maintain in the State of New York, an office or offices or agency or
agencies where Certificates may be surrendered for registration of Transfer or
exchange and where notices and demands to or upon the Owner Trustee in respect
of the Certificates and the Basic Documents may be served. The Owner Trustee
initially designates The Bank of New York, l01 Barclay Street, Floor 12 East,
New York, New York 10286, Attention: Asset-Backed Finance Unit as its principal
corporate trust office for such purposes. The Owner Trustee shall give prompt
written notice to the Depositor and to the Certificateholders of any change in
the location of the Certificate Registrar or any such office or agency.

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

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


                                   ARTICLE IV

                            ACTIONS BY OWNER TRUSTEE

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

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

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

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

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

                  SECTION 4.2 Action by Certificateholders with Respect to
Certain Matters. The Owner Trustee may not, except upon the occurrence of an
Event of Servicing Termination subsequent to the payment in full of the Notes
and in accordance with the written direction of 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 9 thereof or (d) appoint a successor Administrator
pursuant to Section 9 of the Administration Agreement.

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

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

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


                                    ARTICLE V

                   APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  SECTION 5.6 Signature on Returns; Tax Matters Partner. (a) The
Depositor, as general partner for income tax purposes, shall prepare (or cause
to be prepared) and 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.




<PAGE>


                                   ARTICLE VI

                      AUTHORITY AND DUTIES OF OWNER TRUSTEE

                  SECTION 6.1 General Authority. The Owner Trustee is authorized
and directed to execute and deliver on behalf of the Trust the Basic Documents
to which the Trust is to be a party and each certificate or other document
attached as an exhibit to or contemplated by the Basic Documents to which the
Trust is to be a party and any amendment or other agreement, in each case, in
such form as the Depositor shall approve, as evidenced conclusively by the Owner
Trustee's execution thereof and the Depositor's execution of this Agreement, and
to direct the Indenture Trustee to authenticate and deliver (i) Class A-1 Notes
in the aggregate principal amount of $582,000,000, (ii) Class A-2 Notes in the
aggregate principal amount of $1,286,000,000, (iii) Class A-3 Notes in the
aggregate principal amount of $698,000,000, (iv) Class A-4 Notes in the
aggregate principal amount of $557,838,000 and (v) Class B Notes in the
aggregate principal amount of $99,000,000. In addition to the foregoing, the
Owner Trustee is authorized to take all actions required of the Trust pursuant
to the Basic Documents. The Owner Trustee is further authorized from time to
time to take such action on behalf of the Trust as is permitted by the Basic
Documents and which the Servicer or the Administrator directs with respect to
the Basic Documents, except to the extent that this Agreement expressly requires
the consent of Certificateholders for such action.

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

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

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

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

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

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

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

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




<PAGE>


                                   ARTICLE VII

              REGARDING THE OWNER TRUSTEE AND THE DELAWARE TRUSTEE

                  SECTION 7.1 Acceptance of Trusts and Duties. Each of the Owner
Trustee and the Delaware Trustee accept the trusts hereby created and each
agrees to perform its duties hereunder with respect to such trusts but only upon
the terms of this Agreement. Each Co-Trustee also agrees to disburse all monies
actually received by it constituting part of the Owner Trust Estate upon the
terms of this Agreement and the other Basic Documents to which each Co-Trustee
is a party. Each Co-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 either Co-Trustee. In particular, but not by way of limitation (and
subject to the exceptions set forth in the preceding sentence):

                  (a)      the Co-Trustees shall not be liable for any error of
judgment made by a responsible officer of either of the Co-Trustees;

                  (b) the Co-Trustees shall not be liable with respect to any
action taken or omitted to be taken by them in accordance with 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 Co-Trustees to expend or risk funds or otherwise incur any
financial liability in the performance of any of their rights or powers
hereunder or under any other Basic Document if the Co-Trustees 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 them;

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

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

                  (g) the Co-Trustees shall be under no obligation to exercise
any of the rights or powers vested in them 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 Co-Trustees security or indemnity satisfactory to them against
the costs, expenses and liabilities that may be incurred by the Co-Trustees
therein or thereby. The right of the Co-Trustees to perform any discretionary
act enumerated in this Agreement or in any other Basic Document shall not be
construed as a duty, and the Co-Trustees shall not be answerable for other than
the willful misconduct, bad faith or negligence of either of them 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. (a) The Owner
Trustee hereby represents and warrants to the Depositor, for the benefit of the
Certificateholders, that:

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

                  (ii) 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.

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

                  (b)      The Delaware Trustee hereby represents and warrants
to the Depositor, for the benefit of the Certificateholders, that:

                  (i) 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.

                  (ii) 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.

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

                  SECTION 7.4 Reliance; Advice of Counsel. (a) The Co-Trustees
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 Co-Trustees 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 Co-Trustees
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 Co-Trustees 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 Co-Trustees (i) may act directly or through its
agents or attorneys pursuant to agreements entered into with any of them, and
the Co-Trustees 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
Co-Trustees 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 Co-Trustees shall not be liable for anything done, suffered or omitted
in good faith by them 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, The Bank
of New York acts solely as Owner Trustee hereunder and The Bank of New York
(Delaware) acts solely as Delaware Trustee hereunder and not in their individual
capacities, and all Persons having any claim against the Co-Trustees 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 Co-Trustees make no
representations as to the validity or sufficiency of this Agreement, of any
other Basic Document or of the Certificates (other than the signature and
countersignature of the Owner Trustee on the Certificates) or the Notes, or of
any Receivable or related documents. The Owner Trustee, the Delaware Trustee,
The Bank of New York and The Bank of New York (Delaware) 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, without limitation: the existence, condition and
ownership of any Financed Vehicle; the existence and enforceability of any
insurance thereon; the existence and contents of any Receivable on any computer
or other record thereof; the validity of the assignment of any Receivable to the
Trust or any intervening assignment; the completeness of any Receivable; the
performance or enforcement of any Receivable; the compliance by the Depositor or
the Servicer with any warranty or representation made under any Basic Document
or in any related document, or the accuracy of any such warranty or
representation or any action of the Indenture Trustee, the Administrator or the
Servicer or any subservicer taken in the name of the Owner Trustee or the
Delaware Trustee.

                  SECTION 7.7 Co-Trustees May Own Certificates and Notes. The
Bank of New York and The Bank of New York (Delaware), in their individual or any
other capacities, 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 they would have if
either of them were not the Owner Trustee or the Delaware Trustee.


                                  ARTICLE VIII

                   COMPENSATION AND INDEMNITY OF OWNER TRUSTEE

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

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

                  (b) The Depositor's obligations under this Section 8.2 are
obligations solely of the Depositor and shall not constitute a claim against the
Depositor to the extent that the Depositor does not have funds sufficient to
make payment of such obligations. In furtherance of and not in derogation of the
foregoing, the Indemnified Parties acknowledge and agree that they shall have no
right, title or interest in or to the Other Assets of the Depositor. To the
extent that, notwithstanding the agreements and provisions contained in the
preceding sentence, any Indemnified Party (i) asserts an interest or claim to,
or benefit from, Other Assets, or (ii) is deemed to have any such interest,
claim to, or benefit in or from Other Assets, whether by operation of law, legal
process, pursuant to applicable provisions of insolvency laws or otherwise
(including by virtue of Section 1111(b) of the Bankruptcy Code or any successor
provision having similar effect under the Bankruptcy Code), then such
Indemnified Party further acknowledges and agrees that any such interest, claim
or benefit in or from Other Assets is and shall be expressly subordinated to the
indefeasible payment in full, which, under the terms of the relevant documents
relating to the securitization or conveyance of such Other Assets, are entitled
to be paid from, entitled to the benefits of, or otherwise secured by such Other
Assets (whether or not any such entitlement or security interest is legally
perfected or otherwise entitled to a priority of distributions or application
under applicable law, including insolvency laws, and whether or not asserted
against the Depositor), including the payment of post-petition interest on such
other obligations and liabilities. This subordination agreement shall be deemed
a subordination agreement within the meaning of Section 510(a) of the Bankruptcy
Code. Each Indemnified Party further acknowledges and agrees that no adequate
remedy at law exists for a breach of this Section 6.2(f) and the terms of this
Section 6.2(f) may be enforced by an action for specific performance. The
provision of this Section 6.2(f) shall be for the third party benefit of those
entitled to rely thereon and shall survive the termination of this Agreement.

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


                                   ARTICLE IX

                                   TERMINATION

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

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

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

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

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

                  SECTION 9.2 Prepayment of Certificates. (a) The Certificates
shall be prepaid in whole, but not in part, at the direction of the Servicer
pursuant to Section 9.1 of the Sale and Servicing Agreement, on any Distribution
Date on which the Servicer exercises its option to purchase the assets of the
Trust pursuant to said Section 9.1, and the amount paid by the Servicer shall be
treated as collections of Receivables and applied to pay the unpaid principal
amount of the Notes and the Aggregate Certificate Balance plus accrued and
unpaid interest (including any overdue interest) thereon. The Servicer shall
furnish the Rating Agencies and the Owner Trustee notice of such prepayment. If
the Certificates are to be prepaid pursuant to this Section 9.2(a), the Servicer
shall furnish notice of such election to the Owner Trustee not later than twenty
(20) days prior to the 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 redeemed, whereupon all
such Certificates shall be due and payable on the Prepayment Date.

                  (b) Notice of prepayment under Section 9.2(a) shall be given
by the Owner Trustee by first-class mail, postage prepaid, or by facsimile
mailed or transmitted immediately following receipt of notice from the Trust or
Servicer pursuant to Section 9.2(a), but not later than ten (10) days prior to
the applicable Prepayment Date, to each Certificateholder as of the close of
business on the Record Date preceding the applicable Prepayment Date, at such
Certificateholder'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
         3.9).

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

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

                  (b) The Delaware Trustee shall at all times be a corporation
satisfying the provisions of Section 3807(a) of the Business Trust Statute.

                  SECTION 10.2 Resignation or Removal of Owner Trustee or the
Delaware Trustee. (a) The Owner Trustee or the Delaware 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 or Delaware
Trustee, as applicable, by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning Owner Trustee or Delaware Trustee
and one copy to the applicable successor Owner Trustee or Delaware Trustee. If
no successor Owner Trustee or Delaware 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 or Delaware Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Owner Trustee or Delaware Trustee; provided, however, that such right to appoint
or to petition for the appointment of any such successor shall in no event
relieve the resigning Owner Trustee or Delaware Trustee from any obligations
otherwise imposed on it under the Basic Documents until such successor has in
fact assumed such appointment.

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

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

                  SECTION 10.3 Successor Owner Trustee or Delaware Trustee. (a)
Any successor Owner Trustee or Delaware Trustee appointed pursuant to Section
10.2 shall execute, acknowledge and deliver to the Administrator and to its
predecessor Owner Trustee or Delaware Trustee an instrument accepting such
appointment under this Agreement. Upon the resignation or removal of the
predecessor Owner Trustee or Delaware Trustee becoming effective pursuant to
Section 10.2, such successor Owner Trustee or Delaware 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 or Delaware Trustee. The
predecessor Owner Trustee or Delaware Trustee shall, upon payment of its fees
and expenses, deliver to the successor Owner Trustee or Delaware Trustee all
documents and statements and monies held by it under this Agreement, and the
Administrator and the predecessor Owner Trustee or Delaware 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 or Delaware Trustee all such rights, powers, duties, and
obligations.

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

                  (c) Upon acceptance of appointment by a successor Owner
Trustee or Delaware Trustee pursuant to this Section 10.3, the Administrator
shall mail notice of the successor of such Owner Trustee or Delaware Trustee to
all Certificateholders, the Indenture Trustee, the Noteholders, any remaining
Co-Trustee 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 or De1aware Trustee, the successor Owner Trustee or Delaware
Trustee shall cause such notice to be mailed at the expense of the
Administrator.

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

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

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

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

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

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

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

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

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

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


                                   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 cure any ambiguity, to correct or supplement
any provisions in this Agreement inconsistent with any other provision of this
Agreement or for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions in this Agreement; provided,
however, that such action shall not, as evidenced by an opinion of Counsel
satisfactory to the Owner Trustee and the Indenture Trustee, adversely affect in
any material respect the interests of any Noteholder or Certificateholder and
shall not, as evidenced by an Opinion of Counsel satisfactory to the Owner
Trustee and the Indenture Trustee, adversely affect the rights or obligations of
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; and provided further that an Opinion of Counsel shall be
furnished to the Indenture Trustee and the Owner Trustee to the effect that such
amendment (A) will not materially adversely affect the federal or any Applicable
Tax State income or franchise taxation of any outstanding Note or Certificate,
or any Noteholder or Certificateholder 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. In addition, this Agreement may be amended by the
Depositor and the Owner Trustee, with prior notice to the Rating Agencies,
without the consent of any of the Noteholders, the Swap Counterparties or the
Certificateholders, in connection with the registration of the Certificates
under the Securities Act, in order to facilitate such registration, including
with respect to the modification of the restrictions applicable to the transfer
of the Certificates and modification of the legend set forth on the form of the
Certificates.

                  (b) This Agreement may also be amended from time to time by
the Depositor, the Owner Trustee and the Delaware Trustee, with prior written
notice to the Rating Agencies, with the consent of (i) the Indenture Trustee, to
the extent that its rights or obligations would be affected by such amendment,
(ii) the Noteholders of Notes evidencing not less than a majority of the
principal amount of the Notes Outstanding, (iii) the Certificateholders of
Certificates evidencing not less than a majority of the Aggregate Certificate
Balance and (iv) 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 for the benefit of the
Noteholders or the Certificateholders, or (ii) reduce the aforesaid percentage
of the principal amount of the Notes Outstanding and the Aggregate Certificate
Balance required to consent to any such amendment, without the consent of all
the Noteholders and Certificateholders affected thereby; and provided further,
that an Opinion of Counsel shall be furnished to the Indenture Trustee and the
Owner Trustee to the effect that such amendment (A) will not materially
adversely affect the federal or any Applicable Tax State income or franchise
taxation of any outstanding Note or Certificate, or any Noteholder or
Certificateholder 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) Prior to the execution of any amendment to this Agreement
or the Certificate of Trust, the Owner Trustees shall be entitled to receive and
rely upon an Opinion of Counsel stating that the execution of such amendment is
authorized or permitted by this Agreement. The Owner Trustee may, but shall not
be obligated to, enter into any such amendment which affects the Owner Trustee's
own rights, duties or immunities under this Agreement or otherwise.

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

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

                  SECTION 11.3 Limitation on Rights of Others. Except for
Sections 2.7 and 11.1, the provisions of this Agreement are solely for the
benefit of the Owner Trustee, the Delaware Trustee, the Depositor, the
Administrator, the Certificateholders, the Servicer and, to the extent expressly
provided herein, the Indenture Trustee and the Noteholders, and nothing in this
Agreement (other than Section 2.7), whether express or implied, shall be
construed to give to any other Person any legal or equitable right, remedy or
claim in the Owner Trust Estate or under or in respect of this Agreement or any
covenants, conditions or provisions contained herein.

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

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

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

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

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

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

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

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

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

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


<PAGE>



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


                           FORD CREDIT AUTO RECEIVABLES TWO LLC, as Depositor



                                    By:/s/ Emily E. Smith-Sulfaro_________
                                           Name: Emily E. Smith-Sulfaro
                                           Title: Assistant Secretary


                           THE BANK OF NEW YORK (DELAWARE),as Delaware Trustee


                                    By:/s/ Michael Santino________________
                                           Name: Michael Santino
                                           Title:  SVP


                           THE BANK OF NEW YORK,as Owner Trustee


                                    By:/s/ John Bobko___________________
                                           Name: John Bobko
                                           Title: Assistant Treasurere




<PAGE>



                                       A-1

                                                                       EXHIBIT A

                           FORM OF CLASS C CERTIFICATE

NUMBER                                                          $66,000,000
R-1                                                        CUSIP NO. 34527R GT 4

THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW OF
ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING THIS
CERTIFICATE, AGREES FOR THE BENEFIT OF THE TRUST AND THE DEPOSITOR THAT THIS
CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (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 E 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 C 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, THE INITIAL
PURCHASER AND THE CERTIFICATE REGISTRAR OF SUCH EVIDENCE ACCEPTABLE TO THE TRUST
AND THE INITIAL PURCHASER 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 D TO THE
TRUST AGREEMENT OR (B) THE RECEIPT BY THE TRUST, THE INITIAL PURCHASER AND THE
CERTIFICATE REGISTRAR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUST AND THE
INITIAL PURCHASER 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, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES
LAWS OF THE UNITED STATES AND SECURITIES AND BLUE SKY LAWS OF THE STATES OF THE
UNITED STATES.

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

                       FORD CREDIT AUTO OWNER TRUST 2001-E

                     CLASS C 5.210% ASSET BACKED CERTIFICATE

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

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

                  THIS CERTIFIES THAT FORD CREDIT AUTO RECEIVABLES TWO LLC is
the registered owner of SIXTY-SIX MILLION DOLLARS nonassessable, fully-paid,
beneficial interest in Class C Certificates of Ford Credit Auto Owner Trust
2001-E (the "Trust") formed by Ford Credit Auto Receivables Two LLC, a Delaware
limited liability company (the "Depositor"). The Class C Certificates have an
aggregate Initial Certificate Balance of $66,000,000 and bear interest at a rate
of 5.210% per annum (the "Class C Rate").

                  The Trust was created pursuant to an Amended and Restated
Trust Agreement, dated as of September 1, 2001 (as from time to time amended,
supplemented or otherwise modified and in effect, the "Trust Agreement"), among
the Depositor, The Bank of New York (Delaware), not in its individual capacity
but solely as Delaware trustee (the "Delaware Trustee") and The Bank of New
York, not in its individual capacity but solely as owner trustee (the "Owner
Trustee"), a summary of certain of the pertinent provisions of which is set
forth below. To the extent not otherwise defined herein, the capitalized terms
used herein have the meanings assigned to them in the Trust Agreement.

                  This Certificate is one of the duly authorized Certificates
designated as "Class C 5.210% Asset Backed Certificates" (herein called the
"Class C Certificates") which, together with the Certificates designated as
"Class D 7.000% Asset Backed Certificates" (the "Class D Certificates" and,
together with the Class C Certificates, the "Certificates") are issued under and
are subject to the terms, provisions and conditions of the Trust Agreement, to
which Trust Agreement the Certificateholder of this Certificate by virtue of the
acceptance hereof assents and by which such Certificateholder is bound. Also
issued under the Indenture, dated as of September 1, 2001 (as from time to time
amended, supplemented or otherwise modified and in effect, the "Indenture"),
between the Trust and The Chase Manhattan Bank, as indenture trustee (in such
capacity, the "Indenture Trustee"), are the Notes designated as "Class A-1
2.583% Asset Backed Notes", "Class A-2 Floating Rate Asset Backed Notes", "Class
A-3 Floating Rate Asset Backed Notes", "Class A-4 4.010% Asset Backed Notes" and
"Class B 4.480% Asset Backed Notes" (collectively, the "Notes"). The property of
the Trust includes (i) a pool of motor vehicle retail installment sale contracts
for new and used automobiles and light trucks and certain rights and obligations
thereunder (the "Receivables"); (ii) with respect to Actuarial Receivables, all
monies due thereunder on or after the Cutoff Date and, with respect to Simple
Interest Receivables, all monies due or received thereunder on or after the
Cutoff Date; (iii) 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) rights to proceeds from claims on certain physical
damage, credit life, credit disability or other insurance policies, if any,
covering Financed Vehicles or Obligors; (v) Dealer Recourse; (vi) all of the
Seller's rights to the Receivable Files; (vii) such amounts as from time to time
may be held in one or more accounts maintained pursuant to the Sale and
Servicing Agreement, dated as of September 1, 2001 (as from time to time
amended, supplemented or otherwise modified and in effect, the "Sale and
Servicing Agreement"), by and among the Trust, the Depositor, as seller (in such
capacity, the "Seller"), and Ford Motor Credit Company, as servicer (the
"Servicer"), including the Reserve Account; (viii) the Seller's rights under the
Sale and Servicing Agreement; (ix) the Seller's rights under the Purchase
Agreement; (x) payments and proceeds with respect to the Receivables held by the
Servicer; (xi) all property (including the right to receive Liquidation
Proceeds) securing a Receivable (other than a Receivable repurchased by the
Servicer or purchased by the Seller); (xii) 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) any and all proceeds of the
foregoing. The rights of the Trust in the foregoing property of the Trust have
been pledged to the Indenture Trustee to secure the payment of the Notes and
payments to the Swap Counterparties pursuant to the Interest Rate Swap
Agreements.

                  Under the Trust Agreement, there will be distributed on the
fifteenth day of each month, or if such fifteenth day is not a Business Day, the
next Business Day (each, a "Distribution Date"), commencing in October 2001, to
the Person in whose name this Certificate is registered at the close of business
on the last day of the preceding month (the "Record Date") such
Certificateholder's percentage interest in the amount to be distributed to Class
C Certificateholders on such Distribution Date; provided, however, that
principal will be distributed to the Class C Certificateholders on each
Distribution Date on (to the extent of funds remaining after all classes of the
Notes have been paid in full) and after the date on which all classes of the
Notes have been paid in full. Notwithstanding the foregoing, following the
occurrence and during the continuation of an event of default under the
Indenture which has resulted in an acceleration of the Notes, no distributions
of principal or interest will be made on the Certificates until all principal
and interest on the Notes has been paid in full.

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

                  It is the intent of the Depositor, the Servicer and the
Certificateholders that, for purposes of federal income, state and local
franchise and income tax and any other income taxes, the Trust will be treated
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, until after the Notes
have been paid in full, institute against the Depositor or the Trust, or join in
any institution against the Depositor or the Trust of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or state bankruptcy or similar law
in connection with any obligations relating to the 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 Certificate Paying Agent by wire
transfer or check mailed to the Certificateholder of record in the Certificate
Register without the presentation or surrender of this Certificate or the making
of any notation hereon. Except as otherwise provided in the Trust Agreement and
notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Owner Trustee of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency maintained for the purpose by the Owner Trustee in New York, New York.

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

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

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


<PAGE>



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

                                     FORD CREDIT AUTO OWNER TRUST
                                     2001-E

                                     By:      THE BANK OF NEW YORK, not in its
                                              individual capacity but solely as
                                              Owner Trustee

                                     By:
                                              Authorized Officer


                  OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated: October 3, 2001

                                     THE BANK OF NEW YORK, not in its individual
                                     capacity but solely as Owner Trustee



                                     By:
                                              Authorized Officer


<PAGE>



                                      A-7

                             REVERSE OF CERTIFICATE

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

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

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

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

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

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

                  In addition, the Certificates may not be acquired by or on
behalf of a Person other than (A) a citizen or resident of the United States,
(B) a corporation or partnership organized in or under the laws of the United
States or any political subdivision thereof, (C) an estate the income of which
is includible in gross income for United States tax purposes, regardless of its
source, (D) a trust if a U.S. court is able to exercise primary supervision over
the administration of such trust and one or more Persons meeting the conditions
of this paragraph has the authority to control all substantial decisions of the
trust or (E) a Person not described in clauses (A) through (D) above whose
ownership of the Certificates is effectively connected with such Person's
conduct of a trade or business within the United States (within the meaning of
the Code) and who provides the Owner Trustee and the Depositor with an IRS Form
4224 (and such other certifications, representations, or opinions of counsel as
may be requested by the Owner Trustee or the Depositor).

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


<PAGE>


                                   ASSIGNMENT


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



PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

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


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


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

Dated:


                                                                             */
                                                  Signature Guaranteed:

                                                                             */



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


<PAGE>



                                       B-1


                                                                       EXHIBIT B

                           FORM OF CLASS D CERTIFICATE

NUMBER                                                          $66,000,000
R-1                                                        CUSIP NO. 34527R GU 1

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 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 E 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 C 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, THE INITIAL
PURCHASER AND THE CERTIFICATE REGISTRAR OF SUCH EVIDENCE ACCEPTABLE TO THE TRUST
AND THE INITIAL PURCHASER 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 D TO THE
TRUST AGREEMENT OR (B) THE RECEIPT BY THE TRUST, THE INITIAL PURCHASER AND THE
CERTIFICATE REGISTRAR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUST AND THE
INITIAL PURCHASER 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, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES
LAWS OF THE UNITED STATES AND SECURITIES AND BLUE SKY LAWS OF THE STATES OF THE
UNITED STATES.

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

                       FORD CREDIT AUTO OWNER TRUST 2001-E

                     CLASS D 7.000% ASSET BACKED CERTIFICATE

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

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

                  THIS CERTIFIES THAT FORD CREDIT AUTO RECEIVABLES TWO LLC is
the registered owner of SIXTY-SIX MILLION DOLLARS nonassessable, fully-paid,
beneficial interest in Class D Certificates of Ford Credit Auto Owner Trust
2001-E (the "Trust") formed by Ford Credit Auto Receivables Two LLC, a Delaware
limited liability company (the "Depositor"). The Class D Certificates have an
aggregate Initial Certificate Balance of $66,000,000 and bear interest at a rate
of 7.000% per annum (the "Class D Rate").

                  The Trust was created pursuant to an Amended and Restated
Trust Agreement, dated as of September 1, 2001 (as from time to time amended,
supplemented or otherwise modified and in effect, the "Trust Agreement"), among
the Depositor, The Bank of New York (Delaware), not in its individual capacity
but solely as Delaware trustee (the "Delaware Trustee") and The Bank of New
York, not in its individual capacity but solely as owner trustee (the "Owner
Trustee"), a summary of certain of the pertinent provisions of which is set
forth below. To the extent not otherwise defined herein, the capitalized terms
used herein have the meanings assigned to them in the Trust Agreement.

                  This Certificate is one of the duly authorized Certificates
designated as "Class D 7.000% Asset Backed Certificates" (herein called the
"Class D Certificates") which, together with the Certificates designated as
"Class C 5.210% Asset Backed Certificates" (the "Class C Certificates" and,
together with the Class D Certificates, the "Certificates") are issued under and
are subject to the terms, provisions and conditions of the Trust Agreement, to
which Trust Agreement the Certificateholder of this Certificate by virtue of the
acceptance hereof assents and by which such Certificateholder is bound. Also
issued under the Indenture, dated as of September 1, 2001 (as from time to time
amended, supplemented or otherwise modified and in effect, the "Indenture"),
between the Trust and The Chase Manhattan Bank, as indenture trustee (in such
capacity, the "Indenture Trustee"), are the Notes designated as "Class A-1
2.583% Asset Backed Notes", "Class A-2 Floating Rate Asset Backed Notes", "Class
A-3 Floating Rate Asset Backed Notes", "Class A-4 4.010% Asset Backed Notes" and
"Class B 4.480% Asset Backed Notes" (collectively, the "Notes"). The property of
the Trust includes (i) a pool of motor vehicle retail installment sale contracts
for new and used automobiles and light trucks and certain rights and obligations
thereunder (the "Receivables"); (ii) with respect to Actuarial Receivables, all
monies due thereunder on or after the Cutoff Date and, with respect to Simple
Interest Receivables, all monies due or received thereunder on or after the
Cutoff Date; (iii) 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) rights to proceeds from claims on certain physical
damage, credit life, credit disability or other insurance policies, if any,
covering Financed Vehicles or Obligors; (v) Dealer Recourse; (vi) all of the
Seller's rights to the Receivable Files; (vii) such amounts as from time to time
may be held in one or more accounts maintained pursuant to the Sale and
Servicing Agreement, dated as of September 1, 2001 (as from time to time
amended, supplemented or otherwise modified and in effect, the "Sale and
Servicing Agreement"), by and among the Trust, the Depositor, as seller (in such
capacity, the "Seller") , and Ford Motor Credit Company, as servicer (the
"Servicer"), including the Reserve Account; (viii) the Seller's rights under the
Sale and Servicing Agreement; (ix) the Seller's rights under the Purchase
Agreement; (x) payments and proceeds with respect to the Receivables held by the
Servicer; (xi) all property (including the right to receive Liquidation
Proceeds) securing a Receivable (other than a Receivable repurchased by the
Servicer or purchased by the Seller); (xii) 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) any and all proceeds of the
foregoing. The rights of the Trust in the foregoing property of the Trust have
been pledged to the Indenture Trustee to secure the payment of the Notes and
payments to the Swap Counterparties pursuant to the Interest Rate Swap
Agreements.

                  Under the Trust Agreement, there will be distributed on the
fifteenth day of each month, or if such fifteenth day is not a Business Day, the
next Business Day (each, a "Distribution Date"), commencing in October 2001, to
the Person in whose name this Certificate is registered at the close of business
on the last day of the preceding month (the "Record Date") such
Certificateholder's percentage interest in the amount to be distributed to Class
D Certificateholders on such Distribution Date; provided, however, that
principal will be distributed to the Class D Certificateholders on each
Distribution Date on (to the extent of funds remaining after all classes of the
Notes and the Class C Certificates have been paid in full) and after the date on
which all classes of the Notes and the Class C Certificates have been paid in
full. Notwithstanding the foregoing, following the occurrence and during the
continuation of an event of default under the Indenture which has resulted in an
acceleration of the Notes, no distributions of principal or interest will be
made on the Certificates until all principal and interest on the Notes has been
paid in full.

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

                  It is the intent of the Depositor, the Servicer and the
Certificateholders that, for purposes of federal income, state and local
franchise and income tax and any other income taxes, the Trust will be treated
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, until after the Notes
have been paid in full, institute against the Depositor or the Trust, or join in
any institution against the Depositor or the Trust of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or state bankruptcy or similar law
in connection with any obligations relating to the 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 Certificate Paying Agent by wire
transfer or check mailed to the Certificateholder of record in the Certificate
Register without the presentation or surrender of this Certificate or the making
of any notation hereon. Except as otherwise provided in the Trust Agreement and
notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Owner Trustee of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency maintained for the purpose by the Owner Trustee in New York, New York.

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

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

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


<PAGE>


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

                                     FORD CREDIT AUTO OWNER   TRUST 2001-E

                                     By:      THE BANK OF NEW YORK, not in its
                                              individual capacity but solely as
                                              Owner Trustee

                                     By:
                                              Authorized Officer


                  OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated: October 3, 2001

                                     THE BANK OF NEW YORK, not in its individual
                                     capacity but solely as Owner Trustee

                                     By:
                                              Authorized Officer


<PAGE>


                             REVERSE OF CERTIFICATE


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

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

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

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

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

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

                  In addition, the Certificates may not be acquired by or on
behalf of a Person other than (A) a citizen or resident of the United States,
(B) a corporation or partnership organized in or under the laws of the United
States or any political subdivision thereof, (C) an estate the income of which
is includible in gross income for United States tax purposes, regardless of its
source, (D) a trust if a U.S. court is able to exercise primary supervision over
the administration of such trust and one or more Persons meeting the conditions
of this paragraph has the authority to control all substantial decisions of the
trust or (E) a Person not described in clauses (A) through (D) above whose
ownership of the Certificates is effectively connected with such Person's
conduct of a trade or business within the United States (within the meaning of
the Code) and who provides the Owner Trustee and the Depositor with an IRS Form
4224 (and such other certifications, representations, or opinions of counsel as
may be requested by the Owner Trustee or the Depositor).

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


<PAGE>



                                      B-10


                                   ASSIGNMENT


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



PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

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


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


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

Dated:



                                                                             */
                                               Signature Guaranteed:

                                                                             */


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


<PAGE>



                                       C-1


                                                                       EXHIBIT C

                            FORM OF INVESTMENT LETTER
                          QUALIFIED INSTITUTIONAL BUYER


                                                                Date

Ford Credit Auto Owner Trust 2001-E,
  as Issuer
The Bank of New York,
  as Owner Trustee and
  Certificate Registrar
101 Barclay Street
New York, New York 10286

                  Re:      Ford Credit Auto Owner Trust 2001-E
                           Class C 5.210% Asset Backed Certificates
                           Class D 7.000% Asset Backed Certificates

Ladies and Gentlemen:

         In connection with our proposed purchase of the [Class C 5.210% Asset
Backed Certificates] [Class D 7.000% Asset Backed Certificates] (the
"Certificates") of Ford Credit Auto Owner Trust 2001-E (the "Issuer"), a trust
formed by Ford Credit Auto Receivables Two LLC (the "Depositor"), we confirm
that:

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

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

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

         4.       We are either:

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

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

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

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

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


                                Very truly yours,



                                By:__________________________
                                   Name:
                                   Title:


Securities To Be Purchased:
$                           principal amount of Certificates


<PAGE>



                                       D-1

                                                                       EXHIBIT D

                            FORM OF INVESTMENT LETTER
                        INSTITUTIONAL ACCREDITED INVESTOR


                                                              Date

Ford Credit Auto Owner Trust 2001-E,
  as Issuer
The Bank of New York,
  as Owner Trustee and
  Certificate Registrar
101 Barclay Street
New York, New York 10286

                  Re:      Ford Credit Auto Owner Trust 2001-E
                           Class C 5.210% Asset Backed Certificates
                           Class D 7.000% Asset Backed Certificates

Ladies and Gentlemen:

         In connection with our proposed purchase of [the Class C 5.210% Asset
Backed Certificates] [the Class D 7.000% Asset Backed Certificates] (the
"Certificates") of Ford Credit Auto Owner Trust 2001-E (the "Issuer") , a trust
formed by Ford Credit Auto Receivables Two LLC (the "Depositor"), we confirm
that:

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

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

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

                  4. We are either:

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

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

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

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

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

                                Very truly yours,



                                By:__________________________
                                   Name:
                                   Title:


Securities To Be Purchased:
$                          principal amount of Certificates


<PAGE>



                                       E-4

                                                                       EXHIBIT E

                    FORM OF RULE 144A TRANSFEROR CERTIFICATE


                                                               Date

The Bank of New York,
  as Owner Trustee and
  Certificate Registrar
101 Barclay Street
New York, New York 10286

                  Re:      Ford Credit Auto Owner Trust 2001-E
                           Class C 5.210% Asset Backed Certificates
                           Class D 7.000% Asset Backed Certificates

Ladies and Gentlemen:

         This is to notify you as to the transfer of $ * in denomination of
[Class C 5.210% Asset Backed Certificates [Class D 7.000% Asset Backed
Certificates] (the "Certificates") of Ford Credit Auto Owner Trust 2001-E (the
"Issuer").

         The undersigned is the holder of the Certificates and with this notice
hereby deposits with the Owner Trustee $* in denomination of Certificates and
requests that Certificates of the same class in the same aggregate denomination
be issued, executed and authenticated and registered to the purchaser on
___________, 200[ ], as specified in the Trust Agreement dated as of September
1, 2001 relating to the Certificates, as follows:

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



<PAGE>


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

                                       Very truly yours,

                                       NAME OF HOLDER OF CERTIFICATES



                                       By:________________________
                                          Name:
                                          Title:



* authorized denomination


<PAGE>



                                       F-6

                                                                       EXHIBIT F

                          FORM OF CERTIFICATE OF TRUST

                             CERTIFICATE OF TRUST OF
                       FORD CREDIT AUTO OWNER TRUST 2001-E

                  This Certificate of Trust of Ford Credit Auto Owner Trust
2001-E (the "Trust"), dated as of September 1, 2001, is being duly executed and
filed by The Bank of New York (Delaware), a Delaware banking corporation, as
Delaware trustee (the "Delaware Trustee") and The Bank of New York, a New York
banking corporation, as owner trustee (the "Owner Trustee"), to form a business
trust under the Delaware Business Trust Act (12 Delaware Code, ss. 3801 et seq.)
(the "Act").

                  1. Name.  The name of the business trust formed hereby is Ford
Credit Auto Owner Trust 2001-E.

                  2. Delaware Trustee.  The name and business address of the
trustee of the Trust in the State of Delaware is The Bank of New York
(Delaware), White Clay Center, Route 273, Newark, Delaware 19711.

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



<PAGE>


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


                                            THE BANK OF NEW YORK, not in its
                                            individual capacity but solely as
                                            Owner Trustee under a Trust
                                            Agreement dated as of September 1,
                                            2001


                                            By:_____________________________
                                               Name:
                                               Title:


                                            THE BANK OF NEW YORK (DELAWARE),not
                                            in its individual capacity but
                                            solely as Delaware Trustee under a
                                            Trust Agreement dated as of
                                            September 1, 2001


                                            By:_____________________________
                                               Name:
                                               Title:


<PAGE>



                                      AA-1

                                                                      APPENDIX A



                              Definitions and Usage

                                   SEE TAB 14.