<PAGE>   1
                                                                     EXHIBIT 4.2
================================================================================




                              AMENDED AND RESTATED

                                 TRUST AGREEMENT


                                      among

                      FORD CREDIT AUTO RECEIVABLES TWO LLC

                                  as Depositor,

                       [                               ],
                        -------------------------------

                               as Delaware Trustee

                                       and

                             [                    ],
                              --------------------

                                as Owner Trustee




                       Dated as of [                    ]
                                    -------  ----,  ----




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                                TABLE OF CONTENTS


                                                                       Page

ARTICLE I      DEFINITIONS AND USAGE


ARTICLE II     ORGANIZATION OF THE TRUST

     SECTION 2.1.   Name..................................................2
     SECTION 2.2.   Offices...............................................2
     SECTION 2.3.   Purposes and Powers...................................2
     SECTION 2.4.   Appointment of Owner Trustee..........................3
     SECTION 2.5.   Appointment of Delaware Trustee.......................3
     SECTION 2.6.   Capital Contribution of Owner Trust
                    Estate................................................4
     SECTION 2.7.   Declaration of Trust..................................4
     SECTION 2.8.   Liability of the Depositor............................5
     SECTION 2.9.   Title to Trust Property...............................6
     SECTION 2.10.  Situs of Trust........................................6
     SECTION 2.11.  Representations and Warranties of the
                    Depositor.............................................6
     SECTION 2.12.  Federal Income Tax Matters............................8


ARTICLE III    TRUST CERTIFICATES AND TRANSFER OF INTERESTS

     SECTION 3.1.   Initial Beneficial Ownership.........................10
     SECTION 3.2.   Capital Accounts.....................................10
     SECTION 3.3.   The Certificates.....................................11
     SECTION 3.4.   Authentication of Certificates.......................11
     SECTION 3.5.   Registration of Certificates; Transfer
                    and Exchange of Certificates.........................12
     SECTION 3.6.   Mutilated, Destroyed, Lost or Stolen
                    Certificates.........................................19
     SECTION 3.7.   Persons Deemed Owners of Certificates................20
     SECTION 3.8.   Access to List of Certificateholders'
                    Names and Addresses..................................20
     SECTION 3.9.   Maintenance of Office or Agency......................21
     SECTION 3.10.  Appointment of Certificate Paying Agent..............21
     SECTION 3.11.  Certain Rights of Depositor..........................22


ARTICLE IV     ACTIONS BY OWNER TRUSTEE

     SECTION 4.1.   Prior Notice to Certificateholders with
                    Respect to Certain Matters...........................23
     SECTION 4.2.   Action by Certificateholders with
                    Respect to Certain Matters...........................24
     SECTION 4.3.   Action by Certificateholders with
                    Respect to Bankruptcy................................24


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     SECTION 4.4.   Restrictions on Certificateholders'
                    Power................................................25
     SECTION 4.5.   Majority Control.....................................25


ARTICLE V      APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

     SECTION 5.1.   Establishment of Certificate
                    Distribution Account.................................25
     SECTION 5.2.   Application of Trust Funds...........................26
     SECTION 5.3.   Method of Payment....................................28
     SECTION 5.4.   No Segregation of Monies; No Interest................29
     SECTION 5.5.   Accounting and Reports to Noteholders,
                    Certificateholders, Internal Revenue
                    Service and Others...................................29
     SECTION 5.6.   Signature on Returns; Tax Matters
                    Partner..............................................30


ARTICLE VI     AUTHORITY AND DUTIES OF OWNER TRUSTEE

     SECTION 6.1.   General Authority....................................30
     SECTION 6.2.   General Duties.......................................31
     SECTION 6.3.   Action upon Instruction..............................31
     SECTION 6.4.   No Duties Except as Specified in this
                    Agreement or in Instructions.........................32
     SECTION 6.5.   No Action Except Under Specified
                    Documents or Instructions............................33
     SECTION 6.6.   Restrictions.........................................33


ARTICLE VII    REGARDING THE OWNER TRUSTEE

     SECTION 7.1.   Acceptance of Trusts and Duties......................34
     SECTION 7.2.   Furnishing of Documents..............................36
     SECTION 7.3.   Representations and Warranties.......................36
     SECTION 7.4.   Reliance; Advice of Counsel..........................37
     SECTION 7.5.   Not Acting in Individual Capacity....................38
     SECTION 7.6.   Owner Trustee Not Liable for
                    Certificates or Receivables..........................38
     SECTION 7.7.   Co-Trustees May Own Certificates and Notes...........39


ARTICLE VIII   COMPENSATION AND INDEMNITY OF OWNER TRUSTEE

     SECTION 8.1.   Owner Trustee's Fees and Expenses....................39
     SECTION 8.2.   Indemnification......................................40
     SECTION 8.3.   Payments to Co-Trustees..............................40




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ARTICLE IX     TERMINATION

     SECTION 9.1.   Termination of Trust Agreement........................41
     SECTION 9.2.   Prepayment of Certificates............................44

ARTICLE X      SUCCESSOR OWNER TRUSTEES AND ADDITIONAL
               OWNER TRUSTEES

     SECTION 10.1.  Eligibility Requirements for Owner Trustee............46
     SECTION 10.2.  Resignation or Removal of Owner Trustee
                    or the Delaware Trustee...............................46
     SECTION 10.3.  Successor Owner Trustee or Delaware Trustee...........48
     SECTION 10.4.  Merger or Consolidation of Owner Trustee
                    or Delaware Trustee...................................49
     SECTION 10.5.  Appointment of Co-Trustee or Separate Trustee.........49
     SECTION 10.6.  Compliance with Business Trust Statute................51


ARTICLE XI     MISCELLANEOUS

     SECTION 11.1.  Supplements and Amendments............................51
     SECTION 11.2.  No Legal Title to Owner Trust Estate in
                    Certificateholders....................................53
     SECTION 11.3.  Limitation on Rights of Others........................54
     SECTION 11.4.  Notices...............................................54
     SECTION 11.5.  Severability..........................................55
     SECTION 11.6.  Separate Counterparts.................................55
     SECTION 11.7.  Successors and Assigns................................55
     SECTION 11.8.  No Petition; Subordination; Claims Against Depositor..55
     SECTION 11.9.  No Recourse...........................................55
     SECTION 11.10. Headings..............................................56
     SECTION 11.11. Governing Law.........................................56
     SECTION 11.12. Sale and Servicing Agreement Obligations..............56






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

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

EXHIBIT C    [FORM OF INVESTMENT LETTER -
             CLASS C CERTIFICATES]..........................................C-1

EXHIBIT D    [FORM OF INVESTMENT LETTER -
             CLASS D CERTIFICATES QUALIFIED
             INSTITUTIONAL BUYER]...........................................D-1

EXHIBIT E    [FORM OF INVESTMENT LETTER -
             CLASS D CERTIFICATES INSTITUTIONAL
             ACCREDITED INVESTOR]...........................................E-1

EXHIBIT F    FORM OF RULE 144A TRANSFEROR
             CERTIFICATE - CLASS D CERTIFICATES.............................F-1

EXHIBIT G    [FORM OF CERTIFICATE OF TRUST].................................G-1

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









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                  AMENDED AND RESTATED TRUST AGREEMENT, dated as of [__________
__,_____] (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 48121; [_____________________],
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 [___________________________]; and
[__________________], a [________] 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
[___________________________] for the purpose of establishing the Ford Credit
Auto Owner Trust [1999- ][200 - ]. 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 [________,_____], among the Depositor, the
Delaware Trustee and the Owner Trustee, on the terms and conditions hereinafter
set forth;

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


                                    ARTICLE I

                              DEFINITIONS AND USAGE

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





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                                   ARTICLE II

                            ORGANIZATION OF THE TRUST

                  SECTION 2.1. Name. The Trust created hereby shall be known as
"Ford Credit Auto Owner Trust [____-__]", 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;


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                  (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



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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
[______ ___,_____], 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 and other
assets held by the Trust, the partners of the partnership being the
Certificateholders and the





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Depositor and the Notes constituting indebtedness of the partnership. The
parties agree that, unless otherwise required by the appropriate tax
authorities, the Depositor, on behalf of the Trust, will file or cause to be
filed annual or other necessary returns, reports and other forms consistent with
the characterization of the Trust as a partnership for such tax purposes.
Effective as of the date hereof, the Owner Trustee shall have the rights, powers
and duties set forth herein and in the Business Trust Statute with respect to
accomplishing the purposes of the Trust. Together with the Delaware Trustee, the
Owner Trustee has filed the Certificate of Trust with the Secretary of State.

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

                  (b) No Certificateholder other than the Depositor to the
extent set forth in paragraph (a) of



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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. If the Depositor issues any securities, the
Depositor agrees that its obligations under this Section 2.8 shall be fully
subordinated to such securities.

                  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.



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

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

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

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


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seeking any determination or ruling that might materially and adversely affect
the performance by the Depositor of its obligations under, or the validity or
enforceability of, this Agreement or (iv) which might adversely affect the
federal income tax attributes, or Applicable Tax State franchise or income tax
attributes, of the Notes and the Certificates.

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

                  SECTION 2.12. Federal Income Tax Matters. The
Certificateholders acknowledge that it is their intent and that they understand
it is the intent of the Depositor and the Servicer that, for purposes of federal
income, state and local income and franchise tax and any other income taxes, the
Trust will be treated as a partnership and the Certificateholders and the
Depositor will be treated as partners in that partnership. The Depositor hereby
agrees and the Certificateholders by acceptance of a Certificate agree to such
treatment and each agrees to take no action inconsistent with such treatment.
For purposes of federal income, State and local income and franchise tax and any
other income taxes each month:

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

                  (b) to the extent the characterization provided for in
         paragraph (a) of this Section 2.11 is not respected, gross ordinary
         income of the Trust for such month as determined for federal income tax
         purposes shall be allocated among the Certificateholders of each
         Class of Certificates as of the Record Date occurring within such
         month, in proportion to their ownership of the Aggregate Certificate
         Balance on such date, in an amount up to the sum of (i) the Accrued
         Class C Certificate Interest or Accrued Class D Certificate Interest,
         as applicable, for such Class for such month, (ii) the portion of the
         market discount on the Receivables accrued during such month that is
         allocable to the excess, if any, of the aggregate Initial Certificate
         Balance



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         of such class of Certificates over the initial aggregate issue price of
         such Class of Certificates and (iii) any amount expected to be
         distributed to the Certificateholders of such Class pursuant to
         Sections 4.6(c) and (d) of the Sale and Servicing Agreement (to the
         extent not previously allocated pursuant to this paragraph (b)) to the
         extent necessary to reverse any net loss previously allocated to
         Certificateholders of such Class (to the extent not previously reversed
         pursuant to this clause (iii)); and

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

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


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                                   ARTICLE III

                  TRUST CERTIFICATES AND TRANSFER OF INTERESTS

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

                  SECTION 3.2. Capital Accounts. (a) The Owner Trustee shall
establish and maintain a separate bookkeeping account (a "Capital Account") for
the Depositor and each Certificateholder. The initial balance of the Capital
Account for (i) each Certificateholder shall be the amount initially paid for
such Certificateholder's Certificates and (ii) the Depositor shall be (x) the
fair market value of the Receivables minus (y) the proceeds of the sale of Notes
and Certificates 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



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with the provisions of the Treasury Regulations promulgated pursuant to Section
704 of the Code. The Depositor is hereby authorized to modify these provisions
to the minimum extent necessary to comply with such regulations.

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

                  (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 transferee's acceptance of a Certificate
duly registered in such transferee's name pursuant to Section 3.5.

                  SECTION 3.4. Authentication of Certificates. Concurrently with
the initial sale of the Receivables to the Trust pursuant to the Sale and
Servicing Agreement, the Owner Trustee shall cause the Class C Certificates, in
an aggregate principal balance equal to the Initial Certificate Balance of such
Class C Certificates, and the Class D Certificates, in an aggregate principal
balance



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

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

                  (b) No Transfer of any Class C Certificate shall be permitted,
recognized or recorded unless the prospective transferee of such Class C
Certificate shall provide a letter in the form of Exhibit C hereof to the Trust,
the Owner Trustee and the Certificate Registrar, in which such prospective
transferee shall represent the following:

                  (i) It is either:

                  (A) not, and each account (if any) for which it is purchasing
                  the Class C Certificates is not (1) an employee benefit plan,
                  as defined in Section 3(3) of ERISA, that is subject to



                                       12
<PAGE>   18



                  Title I of ERISA, (2) a plan described in Section 4975(e)(1)
                  of the Code that is subject to Section 4975 of the Code, (3) a
                  governmental plan, as defined in Section 3(32) of ERISA,
                  subject to any federal, State or local law which is, to a
                  material extent, similar to the provisions of Section 406 of
                  ERISA or Section 4975 of the Code, (4) an entity whose
                  underlying assets include plan assets by reason of a 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 (5) a person investing "plan assets" of any such
                  plan (including without limitation, for purposes of this
                  clause (5), an insurance company general account, but
                  excluding any entity registered under the Investment Company
                  Act of 1940, as amended); or

                  (B) an insurance company acting on behalf of a general account
                  and (1) on the date of purchase less than 25% 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
                  Class C 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 Class C
                  Certificates, at any time during any calendar quarter 25% or
                  more of the assets of such general account (as reasonably
                  determined by it no less frequently than each calendar
                  quarter) constitute "plan assets" for purposes of Title I of
                  ERISA or Section 4975 of the Code and no exemption or
                  exception from the prohibited transaction rules applies to the
                  continued holding of the Class C Certificates under Section
                  401(c) of ERISA and the final regulations thereunder or under
                  an exemption or regulation issued by the United States
                  Department of Labor under ERISA, it will dispose of all Class
                  C Certificates then held in its general account by the end of
                  the next following calendar quarter.



                                       13
<PAGE>   19


          (ii) It is, and each account (if any) for which it is purchasing the
     Class C Certificates 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 meeting the conditions of clause (A), (B), (C) or (E)
     of this paragraph (ii) 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 Class C 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).

          (iii) It understands that any purported Transfer of any Class C
     Certificate (or any interest therein) to any Person who does not meet the
     conditions of paragraphs (i) and (ii) above shall be a Void Transfer, and
     the purported transferee in a Void Transfer shall not be recognized by the
     Trust or any other Person as a Certificateholder for any purpose.

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

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




                                       14
<PAGE>   20


                  "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER
ANY STATE SECURITIES OR BLUE SKY LAW OF ANY STATE OF THE UNITED STATES. THE
HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES FOR THE BENEFIT OF THE
TRUST AND THE DEPOSITOR THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED
OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER
APPLICABLE LAWS, AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT
("RULE 144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN
EACH CASE, THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, SUBJECT TO (A) THE RECEIPT BY THE TRUST AND THE
CERTIFICATE REGISTRAR OF A CERTIFICATE SUBSTANTIALLY IN THE FORM ATTACHED AS
EXHIBIT F TO THE TRUST AGREEMENT AND (B) THE RECEIPT BY THE TRUST AND THE
CERTIFICATE REGISTRAR OF A LETTER SUBSTANTIALLY IN THE FORM ATTACHED AS EXHIBIT
D TO THE TRUST AGREEMENT, WITH SUCH CHANGES THEREIN AS MAY BE APPROVED BY THE
DEPOSITOR, (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT (IF AVAILABLE), SUBJECT TO THE RECEIPT BY THE TRUST,
THE INITIAL PURCHASER AND THE CERTIFICATE REGISTRAR OF SUCH EVIDENCE ACCEPTABLE
TO THE TRUST AND THE INITIAL PURCHASER THAT SUCH REOFFER, RESALE, PLEDGE OR
TRANSFER IS IN COMPLIANCE WITH THE TRUST AGREEMENT AND THE SECURITIES ACT AND
OTHER APPLICABLE LAWS, (3) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE
MEANING THEREOF IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE
SECURITIES ACT PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO (A) THE RECEIPT BY THE TRUST AND
THE CERTIFICATE REGISTRAR OF A LETTER SUBSTANTIALLY IN THE FORM ATTACHED AS
EXHIBIT E TO THE TRUST AGREEMENT OR (B) THE RECEIPT BY THE TRUST, THE INITIAL
PURCHASER AND THE CERTIFICATE REGISTRAR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE
TRUST AND THE INITIAL PURCHASER THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS
IN COMPLIANCE WITH THE TRUST AGREEMENT AND THE SECURITIES ACT AND OTHER
APPLICABLE LAWS, OR (4) TO THE DEPOSITOR OR ITS AFFILIATES, IN EACH CASE IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND
SECURITIES AND BLUE SKY LAWS OF THE STATES OF THE UNITED STATES."



                                       15
<PAGE>   21


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

                           (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,


                                       16
<PAGE>   22


         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) though (D) of
         this paragraph (iii) whose ownership of the Class D 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 Trust and the Depositor with an IRS Form 4224 (and such
         other certifications, representations, or opinions of counsel as may be
         requested by the Trust or the Depositor).

                           (iv) It understands that any purported Transfer of
         any Class D 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.

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

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



                                       17
<PAGE>   23


         attached as Exhibit F and (y) the transferee executes and delivers to
         the Trust and the Certificate Registrar an investment letter
         substantially in the form attached as Exhibit D;

                           (ii) after the appropriate holding period, such
         Transfer is pursuant to an exemption from registration under the
         Securities Act provided by Rule 144 under the Securities Act and the
         transferee, if requested by the Trust, 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 E.

                  (e) The Depositor shall make available to the prospective
transferor and transferee of a Class D 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 Class D 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.



                                       18
<PAGE>   24



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

                  (f) Upon surrender for registration of Transfer of any
Certificate at the office or agency maintained pursuant to Section 3.9 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 duly authorized 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 govern
mental 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.




                                       19
<PAGE>   25


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

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

                  SECTION 3.8. Access to List of Certificateholders' Names and
Addresses. The Owner Trustee shall furnish or cause to be furnished to the
Servicer and the Depositor, or to the Indenture Trustee, within fifteen (15)
days after receipt by the Owner Trustee of a written request therefor from the
Servicer or the Depositor, or the Indenture Trustee, as the case may be, a list,
in such form as the requesting party may reasonably require, of the names and
addresses of the Certificateholders as of the most recent Record Date. If


                                       20
<PAGE>   26


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 [                                 ] 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



                                       21
<PAGE>   27

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 [_______] shall no longer
be the Certificate Paying Agent, the Owner Trustee shall appoint a successor to
act as Certificate Paying Agent (which shall be a bank or trust company). The
Owner Trustee shall cause such successor Certificate Paying Agent or any
additional Certificate Paying Agent appointed by the Owner Trustee to execute
and deliver to the Owner Trustee an instrument in which such successor
Certificate Paying Agent or additional Certificate Paying Agent shall agree with
the Owner Trustee that as Certificate Paying Agent, such successor Certificate
Paying Agent or additional Certificate Paying Agent will hold all sums, if any,
held by it for payment to the Certificateholders in trust for the benefit of the
Certificateholders entitled thereto until such sums shall be paid to such
Certificateholders. The Certificate Paying Agent shall return all unclaimed
funds to the Owner Trustee and upon removal of a Certificate Paying Agent such
Certificate Paying Agent shall also return all funds in its possession to the
Owner Trustee. The provisions of Sections 7.1, 7.3, 7.4 and 8.1 shall apply to
the Owner Trustee also in its role as Certificate Paying Agent, for so long as
the Owner Trustee shall act as Certificate Paying Agent and, to the extent
applicable, to any other paying agent appointed hereunder. Any reference in this
Agreement to the Certificate Paying Agent shall include any co-paying agent
unless the context requires otherwise.

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



                                       22
<PAGE>   28

Transfer shall not cause the Trust to be classified as an association (or
publicly traded partnership) taxable as a corporation.


                                   ARTICLE IV

                            ACTIONS BY OWNER TRUSTEE

                  SECTION 4.1. Prior Notice to Certificate holders 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 is
         required;



                                       23
<PAGE>   29



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

                  (e) the amendment, change or modification of the Sale and
         Servicing Agreement or the Administration Agreement, except to cure any
         ambiguity or to amend or supplement any provision in a manner or 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.



                                       24
<PAGE>   30

              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 "[__________________________], as Owner Trustee" at a Qualified
Institution or Qualified Trust Institution (which shall initially be
[____________________]), 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


                                       25

<PAGE>   31

Documents. In the event that either Certificate Distribution Account is no
longer to be maintained at [_____________________], the Servicer shall, with the
Owner Trustee's assistance as necessary, cause such Certificate Distribution
Account to be moved to a Qualified Institution or a Qualified Trust Institution
within ten (10) Business Days (or such longer period not to exceed thirty (30)
calendar days as to which each Rating Agency may consent). Each Certificate
Distribution Account will be established and maintained pursuant to an account
agreement which specifies New York law as the governing law.

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

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

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

                        (2) second, to the Certificateholders of Class D
                   Certificates, an amount equal to the Accrued Class D
                   Certificate Interest; provided that if there are not
                   sufficient funds available to pay the entire amount of the
                   Accrued Class D Certificate Interest, the amounts available
                   shall be


                                       26

<PAGE>   32

                   applied to the payment of such interest on the Class D
                   Certificates on a pro rata basis; and


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

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

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

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

                        (3) third, to the Depositor, any funds remaining on
                   deposit in the


                                       27


<PAGE>   33

                   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


                                       28

<PAGE>   34


provided to the Certificate Registrar appropriate written instructions at least
five (5) Business Days prior to such Distribution Date and such
Certificateholder's Certificates in the aggregate evidence a denomination of not
less than $1,000,000, or (ii) such Certificateholder is the Depositor or, if
not, by check mailed to such Certificateholder at the address of such
Certificateholder appearing in the Certificate Register. Notwithstanding the
foregoing, the final distribution in respect of any Certificate (whether on the
applicable Final Scheduled Distribution Date or otherwise) will be payable only
upon presentation and surrender of such Certificate at the office or agency
maintained for that purpose by the Owner Trustee pursuant to Section 3.9.

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

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


                                       29

<PAGE>   35

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. Trustee shall elect under Section 1278 of the Code to include in income
currently any market discount that accrues with respect to the Receivables. The
Owner Trustee shall not make the election provided under Section 754 of the
Code.

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

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


                                   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 $[________], (ii) Class A-2
Notes in the aggregate principal amount of $[________], (iii) Class A-3 Notes in
the aggregate principal amount of $[_____________], (iv) Class A-4 Notes in the
aggregate principal amount of $[________], (v) Class A-5 Notes in the aggregate
principal amount of $[________], (vi) Class A-6 Notes in the aggregate principle
amount of $[_________] and (vii) Class B Notes in the aggregate principal amount
of $[________]. 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



                                       30

<PAGE>   36

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


                                       31

<PAGE>   37


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.

                                       32

<PAGE>   38

              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


                                       33

<PAGE>   39

(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


                                       34

<PAGE>   40

         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 reason able grounds
         for believing that repayment of such funds or adequate indemnity
         against such risk or liability is not reasonably assured or provided to
         them;

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

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

                  (f) the Co-Trustees shall not be liable for the default or
         misconduct of the Servicer, the Administrator, the Depositor or the
         Indenture Trustee under any of the Basic Documents or other wise 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


                                       35

<PAGE>   41

         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


                                       36

<PAGE>   42

         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



                                       37

<PAGE>   43

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,
[______________] acts solely as Owner Trustee hereunder and [_____________] 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

                                       38

<PAGE>   44

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,
[___________________] and [___________________] 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.
[_______________] and [_______________], 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.


                                       39

<PAGE>   45

                                  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, [__________________] and
[________________] 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, [_______________________] and [___________________] 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

                                       40

<PAGE>   46

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.

              (c) 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. If the Depositor issues any securities, the
Depositor agrees that its obligations under this Section 8.2 shall be fully
subordinated to such securities.


              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, (i) upon the maturity
or other liquidation of the last remaining Receivable and the disposition of any
amounts received upon such maturity or liquidation, (ii) upon the payment to the
Noteholders and the Certificateholders of all amounts required to be paid to
them pursuant to the terms of the Indenture, the Sale and Servicing Agreement
and Article V or (iii) at the time provided in Section 9.2. Any Insolvency
Event, liquidation, dissolution, death or incapacity with respect to any
Certificateholder, other than the Depositor as described in Section 9.2, shall
not (x) operate to terminate this Agreement or the Trust, nor (y) entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of all
or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the
rights, obligations and liabilities of the parties hereto. 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) Except as provided in Section 9.1(a), 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

                                       41

<PAGE>   47

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

                                       42

<PAGE>   48

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.





                                       43

<PAGE>   49


              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
9.3(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


                                       44


<PAGE>   50

         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


                                       45

<PAGE>   51

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


                                       46

<PAGE>   52

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


                                       47

<PAGE>   53


and confirming in the successor Owner Trustee or Delaware Trustee all such
rights, powers, duties, and obligations.

              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.

              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 Delaware Trustee, the successor Owner Trustee or Delaware
Trustee shall cause such notice to be mailed at the expense of the
Administrator.

              Any successor Delaware Trustee appointed here under 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

                                       48

<PAGE>   54

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

                                       49

<PAGE>   55

         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,


                                       50
<PAGE>   56

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, 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
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.

                  (b) This Agreement may also be amended from time to time by
the Depositor and the Owner Trustee, with prior written notice to the Rating
Agencies, with the consent of (i) the Noteholders of Notes evidencing not less
than a majority of the principal amount of the Notes Outstanding and (ii) the
Certificateholders of Certificates evidencing not less than a majority of the
Aggregate Certificate Balance, 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

                                       51
<PAGE>   57

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.

                  (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
and each of the Rating Agencies.

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

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

                  (f) Prior to the execution of any amendment to this Agreement
or the Certificate of Trust, the Owner Trustee shall be entitled to receive and
rely upon an Opinion of Counsel stating that the execution of such amendment is
authorized or permitted by this Agreement. The Owner Trustee may, but shall not
be obligated to,

                                       52
<PAGE>   58

enter into any such amendment which affects the Owner Trustee's
own rights, duties or immunities under this Agreement or otherwise.

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

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

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

                  SECTION 11.4. Notices. (a) Unless otherwise expressly
specified or permitted by the terms hereof, all notices shall be in writing and
shall be deemed given upon receipt by the intended recipient or three (3)

                                       53
<PAGE>   59

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.

                                       54
<PAGE>   60


                  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:

                           (i) they will not at any time institute against the
                  Depositor or the Trust, or join in any institution against the
                  Depositor or the Trust of, any bankruptcy, reorganization,
                  arrangement, insolvency or liquidation proceedings, or other
                  proceedings under any United States federal or State
                  bankruptcy or similar law in connection with any obligations
                  relating to the Notes, this Indenture or any of the other
                  Basic Documents;

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

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

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

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

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

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


                                       55
<PAGE>   61



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



                                    [                                      ],
                                     --------------------------------------
                                    as Delaware Trustee


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


                                    [                   ],
                                     -------------------
                                    as Owner Trustee

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





                                       56
<PAGE>   62



                                                                       EXHIBIT A

                          [FORM OF CLASS C CERTIFICATE]


NUMBER                                                                $[_______]
R-[   ]                                                     CUSIP NO. [________]


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 [____-_]

                     CLASS C [___]% 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.

(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 __________ is the registered owner of
____ DOLLARS nonassessable, fully-paid, beneficial interest in Class C ]
Certificates of Ford Credit Auto Owner Trust [____-_] (the "Trust") formed by
Ford Credit Auto Receivables Two LLC, a Delaware limited liability company
partnership (the "Depositor"). The Class C Certificates have an aggregate
Initial Certificate Balance of $[_______] and bear interest at a rate of [___]%
per annum (the "Class C Rate").

                                      A-1
<PAGE>   63



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

                  This Certificate is one of the duly authorized Certificates
designated as "Class C [___]% Asset Backed Certificates" (herein called the
"Class C Certificates") which, together with the Certificates designated as
"Class D [___]% Asset Backed Certificates" (the "Class D Certificates" and,
together with the Class C Certificates, the "Certificates") are issued under
and are subject to the terms, provisions and conditions of the Trust Agreement,
to which Trust Agreement the Certificateholder of this Certificate by virtue of
the acceptance hereof assents and by which such Certificateholder is bound. Also
issued under the Indenture, dated as of [__________,_____] (as from time to
time amended, supplemented or otherwise modified and in effect, the
"Indenture"), between the Trust and [__________________], as indenture trustee
(in such capacity, the "Indenture Trustee"), are the Notes designated as "Class
A-1 [____]% Asset Backed Notes", "Class A-2 [___]% Asset Backed Notes", "Class
A-3 [___]% Asset Backed Notes", "Class A-4 [___]% Asset Backed Notes", "Class
A-5 [___]% Asset Backed Notes", "Class A-6 [___]% Asset Backed Notes" and "Class
B [___]% 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

                                      A-2
<PAGE>   64

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 [_______ ___,_____]
(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; and (xiii) any
and all proceeds of the foregoing. THE RIGHTS OF THE TRUST IN THE FOREGOING
PROPERTY OF THE TRUST HAVE BEEN PLEDGED TO THE INDENTURE TRUSTEE TO SECURE THE
PAYMENT OF THE NOTES.

                  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 [___], to the Person
in whose name this Certificate is registered at the close of business on the
last day of the preceding month (the "Record Date") such Certificateholder's
percentage interest in the amount to be distributed to Class C
Certificateholders on such Distribution Date; provided, however, that principal
will be distributed to the Class C Certificateholders on each Distribution Date
on (to the extent of funds remaining after all classes of the Notes have been
paid in full) and after the date on which all classes of the Notes have been
paid in full. Notwithstanding the foregoing, following the occurrence and
during the continuation of an event of default under the Indenture which has

                                      A-3
<PAGE>   65


resulted in an acceleration of the Notes or following certain events of
insolvency or a dissolution with respect to the Depositor, 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 AS DESCRIBED IN THE SALE AND
SERVICING AGREEMENT, THE INDENTURE AND THE TRUST AGREEMENT.

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


                  Each Certificateholder, by its acceptance of a Certificate,
covenants and agrees that

                  (a) such Certificateholder will not, until after the Notes
have been paid in full, at any time institute against the Depositor or the
Trust, or join in any institution against the Depositor or the Trust of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
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 Basic Documents and (b) any claim that such
Certificateholder may have at any time against the Series Assets of any Series
unrelated to the Notes or Certificates, and any claim that such
Certificateholder may have against the Depositor that such Certificateholder may
seek to enforce against the Series Assets of any Series unrelated to the Notes
or Certificates, shall be subordinate to the payment in full, including
post-petition interest, in the event that the Depositor becomes a debtor or
debtor in possession in a case under any applicable federal or state bankruptcy,
insolvency or other similar law now or hereafter in effect or otherwise subject
to any insolvency, reorganization, liquidation, rehabilitation or other similar
proceedings, of the claims of the holders of any Securities related to such
unrelated Series and the holders of any other notes, bonds, contracts or other
obligations that are related to such unrelated Series. The obligations of the
Depositor represented by this Certificate are limited to the related Series and
the related Series Assets.

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

                  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

                                      A-4
<PAGE>   66

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.


                                      A-5
<PAGE>   67




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


                                   FORD CREDIT AUTO OWNER
                                   TRUST [    - ]
                                          ---- -
                                   By: [                    ],
                                        --------------------
                                        not in its individual
                                        capacity but solely as
                                        Owner Trustee



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



                  OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated: [             ,     ]
        --------- --- -----

                                               [                      ],
                                                ----------------------
                                               not in its individual capacity
                                               but solely as Owner Trustee



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


<PAGE>   68



                            [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 the Trust Agreement as an exhibit thereto, has been filed with the
Securities and Exchange Commission with respect to the Notes and the Class C
Certificates.

                  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. 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 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 [____________________]
in its capacity as Certificate Registrar, or by any successor Certificate
Registrar, in New York, New York, accompanied



                                       A-7

<PAGE>   69



by a written instrument of transfer in form satisfactory to the Owner Trustee
and the Certificate Registrar duly executed by the holder hereof or such
holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same aggregate interest
in the Trust will be issued to the designated transferee.

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

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

                  The Class C Certificates may be acquired only by an entity
that is either: (a) not, and each account (if any) for which it is purchasing
the Class C Certificates is not (i) an employee benefit plan (as defined in
Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA")) that is subject to Title I of ERISA, (ii) a plan described in Section
4975(e)(1) of the Internal Revenue Code of 1986, as amended (the "Code") that is
subject to Section 4975 of the Code, (iii) a governmental plan, as defined in
Section 3(32) of ERISA, subject to any federal, State or local law which is, to
a material extent, similar to the provisions of Section 406 of ERISA or Section
4975 of the Code, (iv) an entity whose underlying assets include plan assets by
reason of a plan's investment in the entity (within the meaning of Department of
Labor Regulation 29 C.F.R. ss. 2510.3-101 or otherwise under ERISA) or (v) a
person investing "plan assets" of any such plan

                                      A-8
<PAGE>   70

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

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


                                      A-9
<PAGE>   71

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


                                      A-10

<PAGE>   72



                                   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.

                                      A-11
<PAGE>   73



                                                                       EXHIBIT B

                          [FORM OF CLASS D CERTIFICATE]


NUMBER                                                               $[________]
R-[  ]                                                         Private Placement


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


                                      B-1
<PAGE>   74

APPLICABLE LAWS, OR (4) TO THE DEPOSITOR, IN EACH CASE IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES AND BLUE SKY LAWS
OF THE STATES OF THE UNITED STATES.

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

                      FORD CREDIT AUTO OWNER TRUST [____-_]

                     CLASS D [___]% 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.

(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 __________ is the registered owner of
______ DOLLARS nonassessable, fully-paid, beneficial interest in Class D
Certificates of Ford Credit Auto Owner Trust [____-_] (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 $[_______] and bear interest at a rate of [___]% per
annum (the "Class D Rate").


                                      B-2
<PAGE>   75



                  The Trust was created pursuant to an Amended and Restated
Trust Agreement, dated as of [_______ ___,_____] (as from time to time amended,
supplemented or otherwise modified and in effect, the "Trust Agreement"), among
the Depositor, [_________________], not in its individual capacity but solely as
Delaware trustee (the "Delaware Trustee") and [_______________], 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 [___]% Asset Backed Certificates" (herein called the
"Class D Certificates") which, together with the Certificates designated as
"Class C [___]% Asset Backed Certificates" (the "Class C Certificates" and,
together with the Class D Certificates, the "Certificates") are issued under and
are subject to the terms, provisions and conditions of the Trust Agreement, to
which Trust Agreement the Certificateholder of this Certificate by virtue of the
acceptance hereof assents and by which such Certificateholder is bound. Also
issued under the Indenture, dated as of [________ ___,_____] (as from time to
time amended, supplemented or otherwise modified and in effect, the
"Indenture"), between the Trust and [______________________], as indenture
trustee (in such capacity, the "Indenture Trustee"), are the Notes designated
as "Class A-1 [____]% Asset Backed Notes", "Class A-2 [____]% Asset Backed
Notes", "Class A-3 [___]% Asset Backed Notes", "Class A-4 [___]% Asset Backed
Notes", "Class A-5 [___]% Asset Backed Notes", "Class A-6 [___]% Asset Backed
Notes" and "Class B [___]% 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

                                       B-3

<PAGE>   76



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
[____________,_____] (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; and (xiii)
any and all proceeds of the foregoing. THE RIGHTS OF THE TRUST IN THE FOREGOING
PROPERTY OF THE TRUST HAVE BEEN PLEDGED TO THE INDENTURE TRUSTEE TO SECURE THE
PAYMENT OF THE NOTES.

                  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 [___], 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
percent age interest in the amount to be distributed to Class D
Certificateholders on such Distribution Date; provided, however, that principal
will be distributed to the Class D Certificateholders on each Distribution Date
on (to the extent of funds remaining after all classes of the Notes and the
Class C Certificates have been paid in full) and after the date on which all
classes of the Notes and the Class C Certificates have been paid in full.
Notwithstanding the foregoing, following the occurrence and during the
continuation of an event of default under the Indenture which has resulted in an
acceleration of the Notes or following certain events of insolvency or a
dissolution with respect to the Depositor, 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.


                                       B-4

<PAGE>   77



                  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 CLASS C CERTIFICATEHOLDERS
AS DESCRIBED IN THE SALE AND SERVICING AGREEMENT, THE INDENTURE AND THE TRUST
AGREEMENT.

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

                  Each Certificateholder, by its acceptance of a Certificate,
covenants and agrees that (a) such Certificateholder will not, until after the
Notes have been paid in full, at any time institute against the Depositor or the
Trust, or join in any institution against the Depositor or the Trust of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
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 Basic Documents and (b) any claim that such
Certificateholder may have at any time against the Series Assets of any Series
unrelated to the Notes or Certificates, and any claim that such
Certificateholder may have against the Depositor that such Certificateholder may
seek to enforce against the Series Assets of any Series unrelated to the Notes
or Certificates, shall be subordinate to the payment in full, including
post-petition interest, in the event that the Depositor becomes a debtor or
debtor in possession in a case under any applicable federal or state bankruptcy,
insolvency or other similar law now or hereafter in effect or otherwise subject
to any insolvency, reorganization, liquidation, rehabilitation or other similar
proceedings, of the claims of the holders of any Securities related to such
unrelated Series and the holders of any other notes, bonds, contracts or other
obligations that are related to such unrelated Series. The obligations of the
Depositor represented by this Certificate are limited to the related Series and
the related Series Assets.

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

                  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.


                                      B-5
<PAGE>   78


                  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.



                                       B-6

<PAGE>   79



                  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 [    - ]
                                             ---- -
                                      By:[                                ],
                                          --------------------------------
                                         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: [             ,     ]
        ---------- -- -----

                                      [                                  ],
                                       -----------------------------------
                                      not in its individual capacity
                                      but solely as Owner Trustee


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




<PAGE>   80



                            [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 the Trust Agreement as an exhibit thereto, has been filed with the
Securities and Exchange Commission with respect to the Notes and the Class C
Certificates.

                  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. 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 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 [_________________] 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


                                       B-8

<PAGE>   81



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

                  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

                                      B-9
<PAGE>   82

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


                                      B-10

<PAGE>   83



                                   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.


                                      B-11

<PAGE>   84



                                                                       EXHIBIT C

               [FORM OF INVESTMENT LETTER - CLASS C CERTIFICATES]

                                                                          [Date]

Ford Credit Auto Owner Trust [____-_],
  as Issuer
[___________________],
  as Owner Trustee and
  as Certificate Registrar
[_________________]
[_______________________]

Ladies and Gentlemen:

         In connection with our proposed purchase of the Class C [___]% Asset
Backed Certificates (the "Certificates") of Ford Credit Auto Owner Trust
[____-_] (the "Issuer"), a trust formed by Ford Credit Auto Receivables Two LLC
(the "Depositor" or "Seller"), we confirm that:

                  1.  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 de scribed 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

                                       C-1

<PAGE>   85



                  (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.

                  2. We are, and each account (if any) for which we are
purchasing the Certificates 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 meeting the conditions of clause (A), (B), (C) or (E) of this paragraph
2 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 Issuer and the Depositor with an IRS Form 4224 (and such other
certifications, representations, or opinions of counsel as may be requested by
the Issuer or the Depositor).

                  3. We understand that any purported resale, transfer,
assignment, participation, pledge, or other disposal of (any such act, a
"Transfer") of any Certificate (or any interest therein) to any person who does
not meet the conditions of paragraphs 1 and 2 above shall be null and void
(each, a "Void Transfer"), and the purported transferee in a Void Transfer shall
not be recognized by


                                       C-2

<PAGE>   86



the Issuer or any other person as a Certificateholder for any purpose.

                  4. We agree that if we determine to Transfer any of the
Certificates we will cause our proposed transferee to provide to the Issuer and
the Certificate Registrar a letter substantially in the form of this letter.

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

                                            Very truly yours,




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

Securities To Be Purchased:
$          principal balance of Certificates

Annex A attached hereto lists the name of the account and principal balance of
Certificates purchased for each account (if any) for which we are purchasing
Certificates.


                                       C-3

<PAGE>   87



                                                                       EXHIBIT D


                [FORM OF INVESTMENT LETTER - CLASS D CERTIFICATES
                         QUALIFIED INSTITUTIONAL BUYER]


                                                                          [Date]


Ford Credit Auto Owner Trust [____-_]
   as Issuer
[___________________]
   as Owner Trustee and
   Certificate Registrar
[__________________]
[_______________________]

                      Re:     Ford Credit Auto Owner Trust [____-_]
                              Class D [___]% Asset Backed Certificates

Ladies and Gentlemen:

               In connection with our proposed purchase of the Class D [   ]%
Asset Backed Certificates (the "Certificates") of Ford Credit Auto Owner Trust
[____-_] (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 E 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.




                                       D-1

<PAGE>   88



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

               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


                                       D-2

<PAGE>   89



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




                                       D-3

<PAGE>   90



                                                                       EXHIBIT E


                [FORM OF INVESTMENT LETTER - CLASS D CERTIFICATES
                       INSTITUTIONAL ACCREDITED INVESTOR]



                                                                          [Date]


Ford Credit Auto Owner Trust [____-_]
   as Issuer
[___________________]
   as Owner Trustee and
   Certificate Registrar
[_________________]
[_______________________]


                      Re:     Ford Credit Auto Owner Trust [____-_]
                              Class D [___]% Asset Backed Certificates

Ladies and Gentlemen:

        In connection with our proposed purchase of the Class D [   ]% Asset
Backed Certificates (the "Certificates") of Ford Credit Auto Owner Trust
[____-_] (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 D to the Trust
        Agreement, as applicable, or such other written statement as the
        Depositor shall prescribe.

               3. We are a "qualified institutional buyer" (within the meaning
        of Rule 144A under the Securities

                                      E-1
<PAGE>   91

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

               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

                                      E-2
<PAGE>   92

        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


                                       E-3

<PAGE>   93



                                                                       EXHIBIT F


                  FORM OF RULE 144A TRANSFEROR CERTIFICATE  -
                              CLASS D CERTIFICATES




                                                                          [Date]


[__________________]
     as Owner Trustee and
     Certificate Registrar
[______________]
[______________________]

                  Re:      Ford Credit Auto Owner Trust [____-_]
                           Class D [___]% Asset Backed Certificates

Ladies and Gentlemen:

        This is to notify you as to the transfer of $ [*] in denomination of
Class D [___]% Asset Backed Certificates (the "Certificates") of Ford Credit
Auto Owner Trust [____-_] (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
          , 199[ ], as specified in the Trust Agreement dated as of [_______ __,
____] 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


                                       F-1

<PAGE>   94



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


                                       F-2

<PAGE>   95



                                                                       EXHIBIT G

                         [FORM OF CERTIFICATE OF TRUST]


                             CERTIFICATE OF TRUST OF
                      FORD CREDIT AUTO OWNER TRUST [____-_]

                  This Certificate of Trust of Ford Credit Auto Owner Trust
[____-_] (the "Trust"), dated as of [________ __,_____], is being duly executed
and filed by [_____________________________], a Delaware banking corporation, as
Delaware trustee (the "Delaware Trustee") and [___________________], a [_______]
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 [____-_].

                  2.       Delaware Trustee.  The name and business address of
the trustee of the Trust in the State of Delaware is
[____________________________________].

                  3. Effective Date. This Certificate of Trust shall be
effective on [_______ __,_____].

                  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.

                                         [__________________],
                                         not in its individual capacity but
                                         solely as Owner Trustee under a Trust
                                         Agreement dated as of [_____ ___,_____]

                                         By: ___________________________
                                            Name:
                                            Title:

                                         [__________________________],
                                         not in its individual capacity but
                                         solely as Delaware Trustee under a
                                         Trust Agreement dated as of [_____  __,
                                         _____]

                                         By: ___________________________
                                            Name:
                                            Title:



                                       G-1