Exhibit 4.2

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                            AMENDED AND RESTATED

                              TRUST AGREEMENT

                                  between

                    FORD CREDIT AUTO RECEIVABLES TWO LLC

                                as Depositor

                                    and

                         WACHOVIA BANK OF DELAWARE,
                            NATIONAL ASSOCIATION

                              as Owner Trustee



                          Dated as of June 1, 2002





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                                          TABLE OF CONTENTS


                                                                                                 Page

                                   ARTICLE I

<S>                                                                                                <C>
DEFINITIONS AND USAGE...............................................................................1

                                   ARTICLE II

ORGANIZATION OF THE TRUST...........................................................................1
         SECTION 2.1  Name..........................................................................2
         SECTION 2.2  Office........................................................................2
         SECTION 2.3  Purposes and Powers...........................................................2
         SECTION 2.4  Appointment of Owner Trustee..................................................3
         SECTION 2.5  Capital Contribution of Owner Trust Estate....................................3
         SECTION 2.6  Declaration of Trust..........................................................3
         SECTION 2.7  Liability of the Depositor....................................................4
         SECTION 2.8  Title to Trust Property.......................................................5
         SECTION 2.9  Situs of Trust................................................................5
         SECTION 2.10  Representations and Warranties of the Depositor..............................6
         SECTION 2.11  Federal Income Tax Matters...................................................7

                                  ARTICLE III

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

                                   ARTICLE IV

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

                                   ARTICLE V

APPLICATION OF TRUST FUNDS; CERTAIN DUTIES.........................................................21
         SECTION 5.1  Establishment of Certificate Distribution Account............................21
         SECTION 5.2  Application of Trust Funds...................................................22
         SECTION 5.3  Method of Payment............................................................23
         SECTION 5.4  No Segregation of Monies; No Interest........................................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....................................24

                                   ARTICLE VI

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

                                  ARTICLE VII

REGARDING THE OWNER TRUSTEE........................................................................28
         SECTION 7.1  Acceptance of Trusts and Duties..............................................28
         SECTION 7.2  Furnishing of Documents......................................................29
         SECTION 7.3  Representations and Warranties...............................................30
         SECTION 7.4  Reliance; Advice of Counsel..................................................30
         SECTION 7.5  Not Acting in Individual Capacity............................................31
         SECTION 7.6  Owner Trustee Not Liable for Certificates or Receivables.....................31
         SECTION 7.7  The Bank May Own Securities..................................................32

                                  ARTICLE VIII

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

                                   ARTICLE IX

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

                                   ARTICLE X

SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES.............................................37
         SECTION 10.1  Eligibility Requirements for Owner Trustee..................................37
         SECTION 10.2  Resignation or Removal of Owner Trustee.....................................37
         SECTION 10.3  Successor Owner Trustee.....................................................38
         SECTION 10.4  Merger or Consolidation of Owner Trustee....................................39
         SECTION 10.5  Appointment of Co-Trustee or Separate Trustee. .............................39
         SECTION 10.6  Compliance with Business Trust Statute......................................41

                                   ARTICLE XI

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

                                   EXHIBIT A

FORM OF CLASS D CERTIFICATE.......................................................................A-1

                                   EXHIBIT B

FORM OF INVESTMENT LETTER
         QUALIFIED INSTITUTIONAL BUYER............................................................B-1

                                   EXHIBIT C

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

                                   EXHIBIT D

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

                                   EXHIBIT E

FORM OF  CERTIFICATE OF TRUST OF FORD CREDIT AUTO OWNER
         TRUST 2002-C.............................................................................E-1

                                   APPENDIX A

Definitions and Usage.............................................................................A-1
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<PAGE>


                  AMENDED AND RESTATED TRUST AGREEMENT, dated as of June 1,
2002 (as from time to time amended, supplemented or otherwise modified and
in effect, this "Agreement"), between FORD CREDIT AUTO RECEIVABLES TWO LLC,
a Delaware limited liability company, as Depositor, having its principal
executive office at One American Road, Dearborn, Michigan 48126 and
WACHOVIA BANK OF DELAWARE, NATIONAL ASSOCIATION, a national banking
association (the "Bank"), not in its individual capacity but solely as
trustee under this Agreement (in such capacity, the "Owner Trustee"),
having its principal corporate trust office at One Rodney Square, 920 King
Street, Suite 102, Wilmington, Delaware 19801, Attention: Corporate Trust
Administration, Amy Martin for the purpose of establishing the Ford Credit
Auto Owner Trust 2002-C.

                  WHEREAS, the parties hereto intend to amend and restate
that certain interim Trust Agreement, dated as of March 1, 2002, among the
Depositor, the Owner Trustee and the other parties, signatories thereto, on
the terms and conditions hereinafter set forth;

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


                                 ARTICLE I

                           DEFINITIONS AND USAGE

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


                                 ARTICLE II

                         ORGANIZATION OF THE TRUST

                  SECTION 2.1 Name. The Trust created hereby shall be known
as "Ford Credit Auto Owner Trust 2002-C", in which name the Owner Trustee
may conduct the business of the Trust, make and execute contracts and other
instruments on behalf of the Trust and sue and be sued on behalf of the Trust.

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

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

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

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

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

                  SECTION 2.6 Declaration of Trust. The Owner Trustee
hereby declares that it will hold the Owner Trust Estate in trust upon and
subject to the conditions set forth herein for the use and benefit of the
Certificateholders, subject to the obligations of the Trust under the Basic
Documents. It is the intention of the parties hereto that (i) the Trust
constitute a 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 Agreement 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. A Certificate of Trust and any necessary amendment thereto has
been filed with the Secretary of State, a form is attached hereto as Exhibit E.

                  SECTION 2.7 Liability of the Depositor. (a)
Notwithstanding Section 3803 of the 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 2.7, shall have any
personal liability for any liability or obligation of the Trust.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                ARTICLE III

                TRUST CERTIFICATES AND TRANSFER OF INTERESTS

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

                  SECTION 3.2 Capital Accounts. This Section 3.2 will apply
only if either (i) the Certificates are held by more than one beneficial
owner; (ii) the Certificates and the right to receive Reserve Account
releases and/or other excess spread are held by persons that constitute
more than one taxpayer for U.S. federal income tax purposes or (iii) any
Recharacterized Class, as defined in Section 2.11 hereof, exists (a) The
Owner Trustee shall establish and maintain a separate bookkeeping account
(a "Capital Account") for the Depositor and each Certificateholder. The
initial balance of the Capital Account for (i) each Certificateholder shall
be the amount initially paid for such Certificateholder's Certificates and
(ii) the Depositor shall be (x) the fair market value of the Receivables
minus (y) the proceeds of the sale of Notes net of the Reserve Initial
Deposit. The Capital Account of the Depositor or each Certificateholder
shall also be increased by (i) the dollar amount of any additional cash
contributions made by the Depositor or such Certificateholder, as the case
may be, (ii) the fair market value of any property (other than cash)
contributed to the Trust by the Depositor or such Certificateholder, as the
case may be (net of any liabilities to which the property is subject), and
(iii) allocations to the Depositor or such Certificateholder, as the case
may be, of income and gain (including income exempt from tax). The Capital
Account of the Depositor or each Certificateholder shall be decreased by
(i) the dollar amount of any cash distributions made to the Depositor or
such Certificateholder, as the case may be, (ii) the fair market value of
any property (other than cash) distributed to the Depositor or such
Certificateholder, as the case may be (net of any liabilities to which the
property is subject), (iii) allocations to the Depositor or such
Certificateholder, as the case may be, of loss or deductions (or items
thereof), and (iv) any allocations of expenditures of the Trust described
in Section 705(a)(2)(B) of the Code.

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

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

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

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

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

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

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

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

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

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

                  (ii) It is either:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                 ARTICLE IV

                          ACTIONS BY OWNER TRUSTEE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                 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 $410,000,000, (ii) Class A-2a Notes in the aggregate
principal amount of $200,000,000, (iii) Class A-2b Notes in the aggregate
principal amount of $655,000,000, (iv) Class A-3 Notes in the aggregate
principal amount of $392,000,000, (vi) Class A-4 Notes in the aggregate
principal amount of $249,260,000, (vii) Class B Notes in the aggregate
principal amount of $60,200,000 and (viii) Class C Notes in the aggregate
principal amount of $40,135,000. 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.


                                ARTICLE VII

                        REGARDING THE OWNER TRUSTEE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                ARTICLE VIII

                COMPENSATION AND INDEMNITY OF OWNER TRUSTEE

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

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

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

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


                                 ARTICLE IX

                                TERMINATION

                  SECTION 9.1 Termination of Trust Agreement. (a) This
Agreement (other than the provisions of Article VIII) shall terminate and
be of no further force or effect and the Trust shall wind up and dissolve,
upon the earlier of (i) the maturity or other liquidation of the last
remaining Receivable and the disposition of any amounts received upon such
maturity or liquidation and (ii) the payment to the Noteholders and the
Certificateholders of all amounts required to be paid to them pursuant to
the terms of the Indenture, the Sale and Servicing Agreement and Article V.
Any Insolvency Event, liquidation, dissolution, death or incapacity with
respect to any Certificateholder, shall neither (x) operate to terminate
this Agreement or the Trust, nor (y) entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of all or any part of
the Trust or Owner Trust Estate nor (z) otherwise affect the rights,
obligations and liabilities of the parties hereto. Upon dissolution of the
Trust, the Owner Trustee shall wind up the business and affairs of the
Trust as required by Section 3808 of the 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 Payment Date upon which the Certificateholders shall surrender their
Certificates to the Certificate Paying Agent for payment of the final
distribution and cancellation, shall be given by the Owner Trustee by
letter to Certificateholders mailed within five (5) Business Days of
receipt of notice of such termination from the Servicer, stating (i) the
Payment Date upon or with respect to which final payment of the
Certificates shall be made upon presentation and surrender of the
Certificates at the office of the Certificate Paying Agent therein
designated, (ii) the amount of any such final payment (after reservation of
sums sufficient to pay all claims and obligations, if any, known to the
Owner Trustee and payable by the Trust) and (iii) that the Record Date
otherwise applicable to such Payment Date is not applicable, payments being
made only upon presentation and surrender of the Certificates at the office
of the Certificate Paying Agent therein specified. The Owner Trustee shall
give such notice to the Certificate Registrar (if other than the Owner
Trustee) and the Certificate Paying Agent at the time such notice is given
to Certificateholders. Upon presentation and surrender of the Certificates,
the Certificate Paying Agent shall cause to be distributed to
Certificateholders amounts distributable on such Payment Date pursuant to
Section 5.2. Upon the satisfaction and discharge of the Indenture, and
receipt of a certificate from the Indenture Trustee stating that all
Noteholders have been paid in full and that the Indenture Trustee is aware
of no claims remaining against the Trust in respect of the Indenture and
the Notes, the Owner Trustee, in the absence of actual knowledge of any
other claim against the Trust, shall be deemed to have made reasonable
provision to pay all claims and obligations (including conditional,
contingent or unmatured obligations) for purposes of Section 3808(e) of the
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 Payment Date on which the Servicer exercises its option
to purchase the assets of the Trust pursuant to said Section 9.1, and the
amount paid by the Servicer shall be treated as collections of Receivables
and applied to pay the unpaid principal amount of the Securities plus
accrued and unpaid interest (including any overdue interest) thereon. The
Servicer shall furnish the Rating Agencies and the Owner Trustee notice of
such prepayment. If the Certificates are to be prepaid pursuant to this
Section 9.2(a), the Servicer shall furnish notice of such election to the
Owner Trustee not later than twenty (20) days prior to the Payment Date on
which such prepayment will be made and the Trust shall deposit by 10:00
A.M. (New York City time) on such Payment Date in the Certificate
Distribution Account the Certificate Prepayment Amount of the Certificates
to be prepayed, whereupon all such Certificates shall be due and payable on
such Payment Date.

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

                  All notices of purchase shall state:

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

                  (ii) the Certificate Prepayment Amount; and

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

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

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


                                 ARTICLE X

           SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

                  SECTION 10.1 Eligibility Requirements for Owner Trustee.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  SECTION 10.6 Compliance with 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 Counterparty (if any
Interest Rate Swap Agreement is then in effect), to cure any ambiguity, to
correct or supplement any provisions in this Agreement inconsistent with
any other provision of this Agreement or for the purpose of adding any
provisions to or changing in any manner or eliminating any of the
provisions in this Agreement; provided, however, that such action shall
not, as evidenced by an opinion of Counsel satisfactory to the Owner
Trustee and the Indenture Trustee, adversely affect in any material respect
the interests of any Noteholder or Certificateholder and shall not, as
evidenced by an Opinion of Counsel satisfactory to the Owner Trustee and
the Indenture Trustee, adversely affect the rights or obligations of the
Swap Counterparty under the Interest Rate Swap Agreement or impair the
ability of the Trust to fully perform any of its obligations under the
Interest Rate Swap Agreement; and provided further that an Opinion of
Counsel shall be furnished to the Indenture Trustee and the Owner Trustee
to the effect that such amendment (A) will not materially adversely affect
the federal or any Applicable Tax State income or franchise taxation of any
outstanding Note or Certificate, or any Noteholder or Certificateholder,
(B) will not cause the Trust to be taxable as a corporation for federal or
any Applicable Tax State income or franchise tax purposes and (C) will not
cause the Trust to be subject to the Michigan Single Business Tax or any
other entity level tax imposed by the State of Michigan. In addition, this
Agreement may be amended by the Depositor and the Owner Trustee, with prior
notice to the Rating Agencies, without the consent of any of the
Noteholders, the Swap Counterparty or the Certificateholders, in connection
with the registration of the Certificates under the Securities Act, in
order to facilitate such registration, including with respect to the
modification of the restrictions applicable to the transfer of the
Certificates and modification of the legend set forth on the form of the
Certificates.

                  (b) This Agreement may also be amended from time to time
by the Depositor and the Owner Trustee, with prior written notice to the
Rating Agencies, with the consent of (i) the Indenture Trustee, to the
extent that its rights or obligations would be affected by such amendment,
(ii) the Noteholders of Notes evidencing not less than a majority of the
principal amount of the Notes Outstanding, (iii) the Certificateholders of
Certificates evidencing not less than a majority of the Aggregate
Certificate Balance and (iv) 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 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, (B) will not cause
the Trust to be taxable as a corporation for federal or any Applicable Tax
State income or franchise tax purposes and (C) will not cause the Trust to
be subject to the Michigan Single Business Tax or any other entity level
tax imposed by the State of Michigan. Any Swap Counterparty's consent will
be deemed to have been given if such Swap Counterparty does not object in
writing within ten Business Days of receipt of a written request for such
consent.

                  (c) Promptly after the execution of any such amendment or
consent, the Owner Trustee shall furnish written notification of the
substance of such amendment or consent to each Certificateholder, the
Indenture Trustee, each Swap Counterparty (to the extent the 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 Counterparty or the Indenture
Trustee pursuant to this Section 11.1 to approve the particular form of any
proposed amendment or consent, but it shall be sufficient if such consent
shall approve the substance thereof. The manner of obtaining such consents
(and any other consents of Certificateholders provided for in this
Agreement or in any other Basic Document) and of evidencing the
authorization of the execution thereof by Certificateholders shall be
subject to such reasonable requirements as the Owner Trustee may prescribe.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

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

                           FORD CREDIT AUTO RECEIVABLES
                           TWO LLC, as Depositor


                                    By:  /s/ Stacy Thomas
                                       -----------------------------------
                                       Name:  Stacy Thomas
                                       Title: Assistant Secretary


                           WACHOVIA BANK OF DELAWARE,
                           NATIONAL ASSOCIATION,
                           as Owner Trustee


                                    By:  /s/ Amy L. Martin
                                       -----------------------------------
                                       Name:   Amy L. Martin
                                       Title:  Assistant Vice President


<PAGE>

                                                                  EXHIBIT A

                        FORM OF CLASS D CERTIFICATE

NUMBER                                                   $40,135,000
R-1                                                      CUSIP NO. 34527R HU 0

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

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

                    FORD CREDIT AUTO OWNER TRUST 2002-C

                   CLASS D 6.00% ASSET BACKED CERTIFICATE

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

(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 FORTY MILLION ONE HUNDRED THIRTY FIVE THOUSAND
DOLLARS nonassessable, fully-paid, beneficial interest in Class D
Certificates of Ford Credit Auto Owner Trust 2002-C (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 $40,135,000 and bear interest at a rate of 6.00% per
annum (the "Class D Rate").

                  The Trust was created pursuant to an Amended and Restated
Trust Agreement, dated as of June 1, 2002 (as from time to time amended,
supplemented or otherwise modified and in effect, the "Trust Agreement"),
among the Depositor, Wachovia Bank of Delaware, National Association, not
in its individual capacity but solely as owner trustee (the "Owner
Trustee"), a summary of certain of the pertinent provisions of which is set
forth below. To the extent not otherwise defined herein, the capitalized
terms used herein have the meanings assigned to them in the Trust
Agreement.

                  This Certificate is one of the duly authorized
Certificates designated as "Class D 6.00% Asset Backed Certificates"
(herein called the "Class D Certificates" or the "Certificates") are issued
under and are subject to the terms, provisions and conditions of the Trust
Agreement, to which Trust Agreement the Certificateholder of this
Certificate by virtue of the acceptance hereof assents and by which such
Certificateholder is bound. Also issued under the Indenture, dated as of
June 1, 2002 (as from time to time amended, supplemented or otherwise
modified and in effect, the "Indenture"), between the Trust and The Bank of
New York, as indenture trustee (in such capacity, the "Indenture Trustee"),
are the Notes designated as "Class A-1 1.86% Asset Backed Notes", "Class
A-2a 2.48% Asset Backed Notes", "Class A-2b Floating Rate Asset Backed
Notes", "Class A-3 3.38% Asset Backed Notes", "Class A-3b Floating Rate
Asset Backed Notes", "Class A-4 3.79% Asset Backed Notes", "Class B 4.22%
Asset Backed Notes" and "Class C 4.81% Asset Backed Notes" (collectively,
the "Notes"). The property of the Trust includes (i) pool of retail
installment sale contracts, secured by new and used automobiles and light
duty trucks and certain rights and obligations thereunder (the
"Receivables"); (ii) with respect to Actuarial Receivables, all monies due
thereunder on or after the Cutoff Date and, with respect to Simple Interest
Receivables, all monies due or received thereunder on or after the Cutoff
Date; (iii) monies received prior to the Cutoff Date on the Receivables
which were due on or after the Cutoff Date and were not used to reduce the
principal balance of the Receivables; (iv) the security interests in the
Financed Vehicles; (v) rights to proceeds from claims on certain physical
damage, credit life, credit disability or other insurance policies, if any,
covering Financed Vehicles or Obligors; (vi) the Seller's rights to certain
documents and instruments relating to the Receivables; (vii) such amounts
as from time to time may be held in one or more accounts maintained
pursuant to the Sale and Servicing Agreement, dated as of June 1, 2002 (as
from time to time amended, supplemented or otherwise modified and in
effect, the "Sale and Servicing Agreement"), by and among the Trust, the
Depositor, as seller (in such capacity, the "Seller"), and Ford Motor
Credit Company, as servicer (the "Servicer"), including the Reserve
Account; (viii) the Seller's rights under the Sale and Servicing Agreement;
(ix) the Seller's rights under the Purchase Agreement; (x) rebates of
premiums and other amounts relating to insurance policies and other items
financed under the Receivables in effect as of the Cutoff Date; (xi)
security interests in any other property securing each Receivable; (xii)
the Issuer's rights under the Interest Rate Swap Agreement; and (xiii) any
and all proceeds of the foregoing. The rights of the Trust in the foregoing
property of the Trust have been pledged to the Indenture Trustee to secure
the payment of the Notes and payments to the Swap Counterparty pursuant to
the Interest Rate Swap Agreement.

                  Under the Trust Agreement, there will be distributed on
the fifteenth day of each month, or if such fifteenth day is not a Business
Day, the next Business Day (each, a "Payment Date"), commencing in July
2002, to the Person in whose name this Certificate is registered at the
close of business on the last day of the preceding month (the "Record
Date") such Certificateholder's percentage interest in the amount to be
distributed to Class D Certificateholders on such Payment Date; provided,
however, that principal will be distributed to the Class D
Certificateholders on each Payment Date on (to the extent of funds
remaining after all classes of the Notes) and after the date on which all
classes of the Notes have been paid in full. Notwithstanding the foregoing,
following the occurrence and during the continuation of an event of default
under the Indenture which has resulted in an acceleration of the Notes, no
distributions of principal or interest will be made on the Certificates
until all principal and interest on the Notes has been paid in full.

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

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

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

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

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

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

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

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

                                  FORD CREDIT AUTO OWNER
                                    TRUST 2002-C

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


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



               OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated: June 26, 2002

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


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


<PAGE>

                           REVERSE OF CERTIFICATE


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

                  The Trust Agreement permits, with certain exceptions
therein provided, the amendment thereof and the modification of the rights
and obligations of the Depositor and the rights of the Certificateholders
under the Trust Agreement at any time by the Depositor and the Owner
Trustee with the consent of the Noteholders and the Certificateholders
evidencing not less than a majority of the principal amount of the Notes
Outstanding and the Aggregate Certificate Balance, respectively, and the
consent of the Swap Counterparty. 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 Counterparty or the Certificateholders.

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

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

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

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

                  In addition, the Certificates may not be acquired by or
on behalf of a Person other than (A) 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 Counterparty 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 Agreement, and upon such termination any remaining
assets of the Trust shall be distributed to the Depositor. The Servicer of
the Receivables may at its option purchase the assets of the Trust at a
price specified in the Sale and Servicing Agreement, and such purchase of
the Receivables and other property of the Trust will effect early
retirement of the Notes and the Certificates; however, such right of
purchase is exercisable only as of the last day of any Collection Period as
of which the Pool Balance is less than or equal to 10% of the Initial Pool
Balance.

<PAGE>

                                 ASSIGNMENT


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

                               ______________

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE

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


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


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


Dated:
      ------------



                                                                   */
                                        ----------------------------
                                          Signature Guaranteed:

                                                                   */
                                        ---------------------------

_____________________

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



<PAGE>

                                                                  EXHIBIT B
                                                                  ---------


                         FORM OF INVESTMENT LETTER
                       QUALIFIED INSTITUTIONAL BUYER


                                                                       Date

Ford Credit Auto Owner Trust 2002-C,
  as Issuer
Wachovia Bank of Delaware,
National Association,
as Owner Trustee and
Certificate Registrar
One Rodney Square, 920 King Street, Suite 102, Wilmington, Delaware 19801
Attention: Corporate Trust Administration, Amy Martin

                  Re:   Ford Credit Auto Owner Trust 2002-C
                        Class D 6.00% Asset Backed Certificates
                        ---------------------------------------

Ladies and Gentlemen:

         In connection with our proposed purchase of the Class D 6.00%
Asset Backed Certificates (the "Certificates") of Ford Credit Auto Owner
Trust 2002-C (the "Issuer"), a trust formed by Ford Credit Auto Receivables
Two LLC (the "Depositor"), we confirm that:

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

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

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

         4. We are either:

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

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

         5. We are a person who is (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>

                                                                  EXHIBIT C
                                                                  ---------

                         FORM OF INVESTMENT LETTER
                     INSTITUTIONAL ACCREDITED INVESTOR


                                                                       Date

Ford Credit Auto Owner Trust 2002-C,
  as Issuer
Wachovia Bank of Delaware,
National Association,
as Owner Trustee and
Certificate Registrar
One Rodney Square, 920 King Street, Suite 102, Wilmington, Delaware 19801
Attention: Corporate Trust Administration, Amy Martin

                  Re:      Ford Credit Auto Owner Trust 2002-C
                           Class D 6.00% Asset Backed Certificates
                           ---------------------------------------

Ladies and Gentlemen:

         In connection with our proposed purchase of the Class D 6.00%
Asset Backed Certificates (the "Certificates") of Ford Credit Auto Owner
Trust 2002-C (the "Issuer"), a trust formed by Ford Credit Auto Receivables
Two LLC (the "Depositor"), we confirm that:

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

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

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

                  4. We are either:

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

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

                  5. We are a person who is (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>

                                                                  EXHIBIT D
                                                                  ---------

                  FORM OF RULE 144A TRANSFEROR CERTIFICATE


                                                                       Date

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


                  Re:      Ford Credit Auto Owner Trust 2002-C
                           Class D 6.00% Asset Backed Certificates
                           ---------------------------------------

Ladies and Gentlemen:

         This is to notify you as to the transfer of $* in denomination of
Class D 6.00% Asset Backed Certificates (the "Certificates") of Ford Credit
Auto Owner Trust 2002-C (the "Issuer").

         The undersigned is the holder of the Certificates and with this
notice hereby deposits with the Owner Trustee $* in denomination of
Certificates and requests that Certificates of the same class in the same
aggregate denomination be issued, executed and authenticated and registered
to the purchaser on ___________, 200[ ], as specified in the Trust
Agreement dated as of March 1, 2002 relating to the Certificates, as
follows:

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



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

                                               Very truly yours,

                                               NAME OF HOLDER OF
                                               CERTIFICATES


                                               By:________________________
                                                  Name:
                                                  Title:



* authorized denomination



<PAGE>

                                                                  EXHIBIT E
                                                                  ---------


                        FORM OF CERTIFICATE OF TRUST

                          CERTIFICATE OF TRUST OF
                    FORD CREDIT AUTO OWNER TRUST 2002-C

                  This Certificate of Trust of Ford Credit Auto Owner Trust
2002-C (the "Trust"), dated as of March 1, 2002, is being duly executed and
filed by Wachovia Bank of Delaware, National Association, 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 2000-C

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

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


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


                                           WACHOVIA BANK OF DELAWARE,
                                           NATIONAL ASSOCIATION, not in
                                           its individual capacity but
                                           solely as Owner Trustee under
                                           an Amended and Restated Trust
                                           Agreement dated as of March 1, 2002


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


<PAGE>

                                                                 APPENDIX A
                                                                 ----------



                           Definitions and Usage
                           ---------------------