Exhibit 4.2






                            AMENDED AND RESTATED

                              TRUST AGREEMENT

                                   among

                    FORD CREDIT AUTO RECEIVABLES TWO LLC

                               as Depositor,

                      THE BANK OF NEW YORK (DELAWARE),

                            as Delaware Trustee

                                    and

                           THE BANK OF NEW YORK,

                              as Owner Trustee



                         Dated as of March 1, 2002








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                                             TABLE OF CONTENTS

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                                   ARTICLE I

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

                                   ARTICLE II

ORGANIZATION OF THE TRUST................................................................................1

SECTION 2.1          Name................................................................................1
SECTION 2.2          Offices.............................................................................2
SECTION 2.3          Purposes and Powers.................................................................2
SECTION 2.4          Appointment of Owner Trustee........................................................3
SECTION 2.5          Appointment of Delaware Trustee.....................................................3
SECTION 2.6          Capital Contribution of Owner Trust Estate..........................................4
SECTION 2.7          Declaration of Trust................................................................4
SECTION 2.8          Liability of the Depositor..........................................................4
SECTION 2.9          Title to Trust Property.............................................................6
SECTION 2.10         Situs of Trust......................................................................6
SECTION 2.11         Representations and Warranties of the Depositor.....................................6
SECTION 2.12         Federal Income Tax Matters..........................................................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....................................................................9
SECTION 3.4          Authentication of Certificates.....................................................10
SECTION 3.5          Registration of Certificates; Transfer and Exchange of Certificates................10
SECTION 3.6          Mutilated, Destroyed, Lost or Stolen Certificates..................................15
SECTION 3.7          Persons Deemed Owners of Certificates..............................................16
SECTION 3.8          Access to List of Certificateholders' Names and Addresses..........................16
SECTION 3.9          Maintenance of Office or Agency....................................................17
SECTION 3.10         Appointment of Certificate Paying Agent............................................17
SECTION 3.11         Certain Rights of Depositor........................................................18

                                   ARTICLE IV

ACTIONS BY OWNER TRUSTEE................................................................................18

SECTION 4.1          Prior Notice to Certificateholders with Respect to Certain Matters.................18
SECTION 4.2          Action by Certificateholders with Respect to Certain Matters.......................19
SECTION 4.3          Action by Certificateholders with Respect to Bankruptcy............................19
SECTION 4.4          Restrictions on Certificateholders' Power..........................................19
SECTION 4.5          Majority Control...................................................................20

                                   ARTICLE V

APPLICATION OF TRUST FUNDS; CERTAIN DUTIES..............................................................20

SECTION 5.1          Establishment of Certificate Distribution Account..................................20
SECTION 5.2          Application of Trust Funds.........................................................20
SECTION 5.3          Method of Payment..................................................................22
SECTION 5.4          No Segregation of Monies; No Interest..............................................23
SECTION 5.5          Accounting and Reports to Noteholders, Certificateholders, Internal
                     Revenue Service and Others.........................................................23
SECTION 5.6          Signature on Returns; Tax Matters Partner..........................................23

                                   ARTICLE VI

AUTHORITY AND DUTIES OF OWNER TRUSTEE...................................................................23

SECTION 6.1          General Authority..................................................................23
SECTION 6.2          General Duties.....................................................................24
SECTION 6.3          Action upon Instruction............................................................24
SECTION 6.4          No Duties Except as Specified in this Agreement or in Instructions.................25
SECTION 6.5          No Action Except Under Specified Documents or Instructions.........................26
SECTION 6.6          Restrictions.......................................................................26

                                  ARTICLE VII

REGARDING THE OWNER TRUSTEE AND THE DELAWARE TRUSTEE....................................................26

SECTION 7.1          Acceptance of Trusts and Duties....................................................26
SECTION 7.2          Furnishing of Documents............................................................28
SECTION 7.3          Representations and Warranties.....................................................28
SECTION 7.4          Reliance; Advice of Counsel........................................................29
SECTION 7.5          Not Acting in Individual Capacity..................................................30
SECTION 7.6          Owner Trustee Not Liable for Certificates or Receivables...........................30
SECTION 7.7          Co-Trustees May Own Certificates and Notes.........................................30

                                  ARTICLE VIII

COMPENSATION AND INDEMNITY OF OWNER TRUSTEE.............................................................31

SECTION 8.1          Owner Trustee's Fees and Expenses..................................................31
SECTION 8.2          Indemnification....................................................................31
SECTION 8.3          Payments to Co-Trustees............................................................32

                                   ARTICLE IX

TERMINATION.............................................................................................32

SECTION 9.1          Termination of Trust Agreement.....................................................32
SECTION 9.2          Prepayment of Certificates.........................................................34


                                   ARTICLE X

SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES..................................................35

SECTION 10.1         Eligibility Requirements for Owner Trustee and Delaware Trustee....................35
SECTION 10.2         Resignation or Removal of Owner Trustee or the Delaware Trustee....................36
SECTION 10.3         Successor Owner Trustee or Delaware Trustee........................................37
SECTION 10.4         Merger or Consolidation of Owner Trustee or Delaware Trustee.......................37
SECTION 10.5         Appointment of Co-Trustee or Separate Trustee......................................38
SECTION 10.6         Compliance with Business Trust Statute.............................................39

                                   ARTICLE XI

MISCELLANEOUS...........................................................................................39

SECTION 11.1         Supplements and Amendments.........................................................39
SECTION 11.2         No Legal Title to Owner Trust Estate in Certificateholders.........................42
SECTION 11.3         Limitation on Rights of Others.....................................................42
SECTION 11.4         Notices............................................................................42
SECTION 11.5         Severability.......................................................................42
SECTION 11.6         Separate Counterparts..............................................................43
SECTION 11.7         Successors and Assigns.............................................................43
SECTION 11.8         No Petition........................................................................43
SECTION 11.9         No Recourse........................................................................43
SECTION 11.10        Headings...........................................................................43
SECTION 11.11        Governing Law......................................................................43
SECTION 11.12        Sale and Servicing Agreement Obligations...........................................43

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

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

         Definitions and Usage........................................................................AA-1

</TABLE>


<PAGE>




            AMENDED AND RESTATED TRUST AGREEMENT, dated as of March 1, 2002
(as from time to time amended, supplemented or otherwise modified and in
effect, this "Agreement"), among FORD CREDIT AUTO RECEIVABLES TWO LLC, a
Delaware limited liability company, as Depositor, having its principal
executive office at One American Road, Dearborn, Michigan 48126; THE BANK OF
NEW YORK (DELAWARE), a Delaware banking corporation not in its individual
capacity but solely as Delaware trustee under this Agreement (the "Delaware
Trustee"), having its principal corporate trust office at White Clay Center,
Route 273, Newark, Delaware 19711; and THE BANK OF NEW YORK, a New York
banking corporation (the "Bank"), not in its individual capacity but solely
as trustee under this Agreement (in such capacity, the "Owner Trustee"),
having its principal corporate trust office at 5 Penn Plaza, 16th Floor, New
York, New York 10001 for the purpose of establishing the Ford Credit Auto
Owner Trust 2002-B. Each of the Delaware Trustee and the Owner Trustee are
referred to individually as a "Co-Trustee" and collectively as the
"Co-Trustees."

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

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


                                  ARTICLE I

                            DEFINITIONS AND USAGE

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


                                  ARTICLE II

                          ORGANIZATION OF THE TRUST

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            SECTION 2.6 Capital Contribution of Owner Trust Estate. As of
March 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 or the Delaware Trustee,
promptly reimburse the Owner Trustee or the Delaware Trustee for any such
expenses paid by the Owner Trustee or the Delaware Trustee. On the Closing
Date, the Depositor shall convey to the Trust the Trust Property and the
Owner Trustee shall convey to the Depositor the Notes and the Certificates.

            SECTION 2.7 Declaration of Trust. The Owner Trustee hereby
declares that it will hold the Owner Trust Estate in trust upon and subject
to the conditions set forth herein for the use and benefit of the
Certificateholders, subject to the obligations of the Trust under the Basic
Documents. It is the intention of the parties hereto that (i) the Trust
constitute a business trust under the Business Trust Statute and that this
Agreement constitute the governing instrument of such business trust and (ii)
for income and franchise tax purposes, the Trust shall be treated as a
partnership, with the assets of the partnership being the Receivables, the
Trust's rights under the Interest Rate Swap Agreements and other assets held
by the Trust, the partners of the partnership being the Certificateholders
and the Depositor and the Notes constituting indebtedness of the partnership.
The parties agree that, unless otherwise required by the appropriate tax
authorities, the Depositor, on behalf of the Trust, will file or cause to be
filed annual or other necessary returns, reports and other forms consistent
with the characterization of the Trust as a partnership for such tax
purposes. Effective as of the date hereof, the Owner Trustee shall have the
rights, powers and duties set forth herein and in the Business Trust Statute
with respect to accomplishing the purposes of the Trust. Together with the
Delaware Trustee, the Owner Trustee has filed the Certificate of Trust with
the Secretary of State in the form attached hereto as Exhibit E.

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

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

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

            SECTION 2.9 Title to Trust Property. Legal title to the entirety
of the Owner Trust Estate shall be vested at all times in the Trust as a
separate legal entity, except where applicable law in any jurisdiction
requires title to any part of the Owner Trust Estate to be vested in a
trustee or trustees, in which case title shall be deemed to be vested in the
Owner Trustee, a co-trustee and/or a separate trustee, as the case may be.

            SECTION 2.10 Situs of Trust. The Trust shall be administered in
the State of New York. All bank accounts maintained by the Owner Trustee on
behalf of the Trust shall be located in the State of Delaware or the State of
New York. The Trust shall not have any employees in any state other than the
State of Delaware; provided, however, that nothing herein shall restrict or
prohibit the Bank, the Delaware Trustee or the Owner Trustee from having
employees within or without the State of Delaware. Payments will be received
by the Trust only in Delaware or New York, and payments will be made by the
Trust only from Delaware or New York. The principal office of the Trust shall
be in care of the Delaware Trustee in the State of Delaware. The Trust shall
also have an office in care of the Owner Trustee in the State of New York.

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

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

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

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

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

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

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

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

            SECTION 2.12 Federal Income Tax Matters. It is the intent of the
Deposi tor 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 accep tance 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
Notes or Certificates 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 2.12 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, assigned, participated, pledged, or otherwise
disposed of (any such act, a "Transfer") to any Person except in accordance
with the provisions of Section 3.5, and any attempted Transfer in violation
of Section 3.5 shall be null and void (each a "Void Transfer"). In addition,
the Depositor covenants and agrees that it will not Transfer the Class D
Certificates unless it shall have delivered an Opinion of Counsel to the
Owner Trustee that (i) such Transfer shall not cause the Trust to be
classified as an association (or publicly traded partnership) taxable as a
corporation and (ii) such Transfer shall not cause the Trust to be subject to
the Michigan Single Business Tax or any other entity level tax imposed by the
State of Michigan.

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

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

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

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

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

            "THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES
OR BLUE SKY LAW OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY
PURCHASING THIS CERTIFICATE, AGREES FOR THE BENEFIT OF THE TRUST AND THE
DEPOSITOR THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR
OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER
APPLICABLE LAWS, AND ONLY (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
                  Sec tion 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 nvesting "plan assets" of
                  iany 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 re quirements 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 Distribution Date preceding
         such request; and

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

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

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

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

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

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

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

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

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

            SECTION 3.9 Maintenance of Office or Agency. The Owner Trustee
shall maintain in the State of New York, an office or offices or agency or
agencies where Certificates may be surrendered for registration of Transfer
or exchange and where notices and demands to or upon the Owner Trustee in
respect of the Certificates and the Basic Documents may be served. The Owner
Trustee initially designates The Bank of New York, 5 Penn Plaza, 16th Floor,
New York, New York 10001, Attention: Asset- Backed Finance Unit as its
principal corporate trust office for such purposes. The Owner Trustee shall
give prompt written notice to the Depositor and to the Certificateholders of
any change in the location of the Certificate Registrar or any such office or
agency.

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

            SECTION 3.11 Certain Rights of Depositor. The Depositor shall be
entitled to any amounts not needed on any Distribution Date to make payments
on the Notes or the Certificates or to make deposits to the Reserve Account
pursuant to Section 4.6 of the Sale and Servicing Agreement, and to receive
amounts remaining in the Re serve 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 "The Bank of New York, as Owner Trustee" at a Qualified
Institution or Qualified Trust Institution (which shall initially be the
corporate trust department of the Bank), which shall be designated as the
"Certificate Interest Distribution Account" and the "Certificate Principal
Distribution Account," respectively (each of the Certificate Interest
Distribution Account and the Certificate Principal Distribution Account, a
"Certificate Distribution Account"). Except as expressly provided in Section
3.10, each Certificate Distribution Account shall be under the sole dominion
and control of the Owner Trustee. All monies deposited from time to time in
each Certificate Distribution Account pursuant to the Sale and Servicing
Agreement shall be applied as provided in the Basic Documents. In the event
that either Certificate Distribution Account is no longer to be maintained at
the corporate trust department of the Bank, the Servicer shall, with the
Owner Trustee's assistance as necessary, cause such Certificate Distribution
Account to be moved to a Qualified institution or a Qualified Trust
Institution within ten (10) Business Days (or such longer period not to
exceed thirty (30) calendar days as to which each Rating Agency may consent).
Each Certificate Distribution Account will be established and maintained
pursuant to an account agreement which specifies New York law as the
governing law.

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

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

                           (1) first, to the Certificateholders of Class 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
         Distribution Date and make or cause to be made distributions and
         payments in the following order of priority:

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

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

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

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

            SECTION 5.5 Accounting and Reports to Noteholders,
Certificateholders, Internal Revenue Service and Others. 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 $700,000,000, (ii) Class A-2a Notes in the aggregate principal
amount of $515,050,000, (iii) Class A-2b Notes in the aggregate principal
amount of $574,834,000, (iv) Class A-3a Notes in the aggregate principal
amount of $388,858,000, (v) Class A-3b Notes in the aggregate principal
amount of $776,000,000, (vi) Class A-4 Notes in the aggregate principal
amount of $393,322,000, (vii) Class B Notes in the aggregate principal amount
of $105,728,000 and (viii) Class C Notes in the aggregate principal amount of
$70,486,000. 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 AND THE DELAWARE TRUSTEE

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

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

            (b) the Co-Trustees shall not be liable with respect to any
action taken or omitted to be taken by them in accordance with the
instructions of any Certificateholder, the Indenture Trustee, the Depositor,
the Administrator or the Servicer;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            SECTION 7.5 Not Acting in Individual Capacity. Except as provided
in this Article VII, in accepting the trusts hereby created, The Bank of New
York acts solely as Owner Trustee hereunder and The Bank of New York
(Delaware) acts solely as Delaware Trustee hereunder and not in their
individual capacities, and all Persons having any claim against the
Co-Trustees by reason of the transactions contemplated by this Agreement or
any other Basic Document shall look only to the Owner Trust Estate for
payment or satisfaction thereof.

            SECTION 7.6 Owner Trustee Not Liable for Certificates or
Receivables. The recitals contained herein and in the Certificates (other
than the signature and countersignature of the Owner Trustee on the
Certificates) shall be taken as the statements of the Depositor, and the
Owner Trustee assumes no responsibility for the correctness thereof. The
Co-Trustees make no representations as to the validity or sufficiency of this
Agreement, of any other Basic Document or of the Certificates (other than the
signature and countersignature of the Owner Trustee on the Certificates) or
the Notes, or of any Receivable or related documents. The Owner Trustee, the
Delaware Trustee, The Bank of New York and The Bank of New York (Delaware)
shall at no time have any responsibility or liability for or with respect to
the legality, validity and enforceability of any Receivable, or the
perfection and priority of any security interest created by any Receivable in
any Financed Vehicle or the maintenance of any such perfection and priority,
or for or with respect to the sufficiency of the Owner Trust Estate or its
ability to generate the payments to be distributed to Certificateholders
under this Agreement or the Noteholders under the Indenture, including,
without limitation: the existence, condition and ownership of any Financed
Vehicle; the existence and enforceability of any insurance thereon; the
existence and contents of any Receivable on any computer or other record
thereof; the validity of the assignment of any Receivable to the Trust or any
intervening assignment; the completeness of any Receivable; the performance
or enforcement of any Receivable; the compliance by the Depositor or the
Servicer with any warranty or representation made under any Basic Document or
in any related document, or the accuracy of any such warranty or
representation or any action of the Indenture Trustee, the Administrator or
the Servicer or any subservicer taken in the name of the Owner Trustee or the
Delaware Trustee.

            SECTION 7.7 Co-Trustees May Own Certificates and Notes. The Bank
of New York and The Bank of New York (Delaware), in their individual or any
other capacities, may become the owner or pledgee of Certificates or Notes
and may deal with the Depositor, the Servicer, the Administrator and the
Indenture Trustee in banking transactions with the same rights as they would
have if either of them were not the Owner Trustee or the Delaware Trustee.


                                 ARTICLE VIII

                 COMPENSATION AND INDEMNITY OF OWNER TRUSTEE

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

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

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

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


                                  ARTICLE IX

                                 TERMINATION

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

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

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

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

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

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

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

            All notices of prepayment shall state:

                  (i)  the Prepayment Date;

                  (ii)  the Prepayment Price; and

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

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

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


                                  ARTICLE X

            SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

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

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

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

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

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

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

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

            (c) Upon acceptance of appointment by a successor Owner Trustee
or Delaware Trustee pursuant to this Section 10.3, the Administrator shall
mail notice of the successor of such Owner Trustee or Delaware Trustee to all
Certificateholders, the Indenture Trustee, the Noteholders, any remaining
Co-Trustee and the Rating Agencies. If the Administrator shall fail to mail
such notice within ten (10) days after acceptance of appointment by the
successor Owner Trustee or De1aware Trustee, the successor Owner Trustee or
Delaware Trustee shall cause such notice to be mailed at the expense of the
Administrator.

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

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

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

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

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

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

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

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

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

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


                                  ARTICLE XI

                                MISCELLANEOUS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            SECTION 11.11 Governing Law. This Agreement shall be construed in
accordance with the laws of the State of Delaware and the obligations, rights
and reme dies 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.

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


                           FORD CREDIT AUTO RECEIVABLES
                           TWO LLC, as Depositor



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


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


                                    By: /s/ William T. Lewis
                                        ------------------------------
                                        Name: William T. Lewis
                                        Title: SVP


                           THE BANK OF NEW YORK,
                           as Owner Trustee


                                    By: /s/ John Bobko
                                        ------------------------------
                                        Name: John Bobko
                                        Title: Assistant Treasurer


<PAGE>


                                                                     EXHIBIT A
                                                                     ---------

                         FORM OF CLASS D CERTIFICATE

NUMBER                                                             $70,486,000
R-1                                                     CUSIP NO.   34527R HM8

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-B

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

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

            THIS CERTIFIES THAT FORD CREDIT AUTO RECEIVABLES TWO LLC is the
registered owner of SEVENTY MILLION FOUR HUNDRED EIGHTY-SIX THOUSAND DOLLARS
nonassessable, fully-paid, beneficial interest in Class D Certificates of
Ford Credit Auto Owner Trust 2002-B (the "Trust") formed by Ford Credit Auto
Receivables Two LLC, a Delaware limited liability company (the "Depositor").
The Class D Certificates have an aggregate Initial Certificate Balance of
$70,486,000 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 March 1, 2002 (as from time to time amended,
supplemented or otherwise modified and in effect, the "Trust Agreement"),
among the Depositor, The Bank of New York (Delaware), not in its individual
capacity but solely as Delaware trustee (the "Delaware Trustee") and The Bank
of New York, not in its individual capacity but solely as owner trustee (the
"Owner Trustee"), a summary of certain of the pertinent provisions of which
is set forth below. To the extent not otherwise defined herein, the
capitalized terms used herein have the meanings assigned to them in the Trust
Agreement.

            This Certificate is one of the duly authorized Certificates
designated as "Class D 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 March 1, 2002 (as from time to
time amended, supplemented or otherwise modified and in effect, the
"Indenture"), between the Trust and JPMorgan Chase Bank, as indenture trustee
(in such capacity, the "Indenture Trustee"), are the Notes designated as
"Class A-1 2.01% Asset Backed Notes", "Class A-2a 2.97% Asset Backed Notes",
"Class A-2b Floating Rate Asset Backed Notes", "Class A-3a 4.14% Asset Backed
Notes", "Class A-3b Floating Rate Asset Backed Notes", "Class A-4 4.75% Asset
Backed Notes", "Class B 5.18% Asset Backed Notes" and "Class C 5.75% Asset
Backed Notes" (collectively, the "Notes"). The property of the Trust includes
(i) a pool of motor vehicle retail installment sale contracts for new and
used automobiles and light trucks and certain rights and obligations
thereunder (the "Receivables"); (ii) with respect to Actuarial Receivables,
all monies due thereunder on or after the Cutoff Date and, with respect to
Simple Interest Receivables, all monies due or received thereunder on or
after the Cutoff Date; (iii) the security interests in the Financed Vehicles
granted by Obligors pursuant to the Receivables and any other interest of the
Trust in the Financed Vehicles; (iv) rights to proceeds from claims on
certain physical damage, credit life, credit disability or other insurance
policies, if any, covering Financed Vehicles or Obligors; (v) Dealer
Recourse; (vi) all of the Seller's rights to the Receivable Files; (vii) such
amounts as from time to time may be held in one or more accounts maintained
pursuant to the Sale and Servicing Agreement, dated as of March 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) payments and proceeds with respect
to the Receivables held by the Servicer; (xi) all property (including the
right to receive Liquidation Proceeds) securing a Receivable (other than a
Receivable repurchased by the Servicer or purchased by the Seller); (xii)
rebates of premiums and other amounts relating to insurance policies and
other items financed under the Receivables in effect as of the Cutoff Date;
(xiii) the Issuer's rights under the Interest Rate Swap Agreements; and (xiv)
any and all proceeds of the foregoing. The rights of the Trust in the
foregoing property of the Trust have been pledged to the Indenture Trustee to
secure the payment of the Notes and payments to the Swap Counterparties
pursuant to the Interest Rate Swap Agreements.

            Under the Trust Agreement, there will be distributed on the
fifteenth day of each month, or if such fifteenth day is not a Business Day,
the next Business Day (each, a "Distribution Date"), commencing in April
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 Distribution Date; provided, however, that
principal will be distributed to the Class D Certificateholders on each
Distribution Date on (to the extent of funds remaining after all classes of
the Notes) and after the date on which all classes of the Notes have been
paid in full. Notwithstanding the foregoing, following the occurrence and
during the continuation of an event of default under the Indenture which has
resulted in an acceleration of the Notes, no distributions of principal or
interest will be made on the Certificates until all principal and interest on
the Notes has been paid in full.

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

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

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

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

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

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

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

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

                                    FORD CREDIT AUTO OWNER
                                      TRUST 2002-B

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


                                    By: _____________________________________
                                               Authorized Officer


                OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated: March 27, 2002

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

                                    By: _____________________________________
                                               Authorized Officer



<PAGE>

                            REVERSE OF CERTIFICATE


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

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

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

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

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

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

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

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

<PAGE>
                                  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-B,
  as Issuer
The Bank of New York,
  as Owner Trustee and
  Certificate Registrar
5 Penn Plaza, 16th Floor
New York,  New York 10001

                  Re:      Ford Credit Auto Owner Trust 2002-B
                           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-B (the "Issuer"), a trust formed by Ford Credit Auto Receivables
Two LLC (the "Depositor"), we confirm that:

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

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

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

         4.       We are either:

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

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

         5. We are a person who is (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-B,
  as Issuer
The Bank of New York,
  as Owner Trustee and
  Certificate Registrar
5 Penn Plaza, 16th Floor
New York,  New York 10001

                  Re:      Ford Credit Auto Owner Trust 2002-B
                           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-B (the "Issuer"), a trust formed by Ford Credit Auto Receivables
Two LLC (the "Depositor"), we confirm that:

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

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

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

                  4. We are either:

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

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

                  5. We are a person who is (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

The Bank of New York,
  as Owner Trustee and
  Certificate Registrar
5 Penn Plaza, 16th Floor
New York,  New York 10001


                  Re:      Ford Credit Auto Owner Trust 2002-B
                           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-B (the "Issuer").

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

         This Certificate of Trust of Ford Credit Auto Owner Trust 2002-B
(the "Trust"), dated as of March 1, 2002, is being duly executed and
filed by The Bank of New York (Delaware), a Delaware banking corporation,
as Delaware trustee (the "Delaware Trustee") and The Bank of New York, a
New York banking corporation, as owner trustee (the "Owner Trustee"), to
form a business trust under the Delaware Business Trust Act (12 Delaware
Code, ss. 3801 et seq.) (the "Act").

         1. Name. The name of the business trust formed hereby is Ford Credit
Auto Owner Trust 2002-B.

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

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


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


                             THE BANK OF NEW YORK,
                             not in its individual capacity but solely as Owner
                             Trustee under a Trust Agreement dated as of
                             March 1, 2002


                             By:_____________________________
                                Name:
                                Title:


                             THE BANK OF NEW YORK (DELAWARE),
                             not in its individual capacity but solely as
                             Delaware Trustee under a Trust Agreement dated
                             as of March 1, 2002


                             By:_____________________________
                                Name:
                                Title:



<PAGE>
                                                                    APPENDIX A
                                                                    ----------



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

                                 SEE TAB 14.