Exhibit 4.2




                              AMENDED AND RESTATED

                                 TRUST AGREEMENT

                                      among

                      FORD CREDIT AUTO RECEIVABLES TWO L.P.

                                  as Depositor,

                        THE BANK OF NEW YORK (DELAWARE),

                               as Delaware Trustee

                                       and

                              THE BANK OF NEW YORK,

                                as Owner Trustee



                           Dated as of January 1, 2001








<PAGE>


                                TABLE OF CONTENTS





                                    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.........................................5
SECTION 2.10  Situs of Trust.................................................5
SECTION 2.11  Representations and Warranties of the Depositor................6
SECTION 2.12  Federal Income Tax Matters.....................................7

                                   ARTICLE III

                  TRUST CERTIFICATES AND TRANSFER OF INTERESTS

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

                                   ARTICLE IV

                            ACTIONS BY OWNER TRUSTEE

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

                                    ARTICLE V

                   APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

SECTION 5.1  Establishment of Certificate Distribution Account...............21
SECTION 5.2  Application of Trust Funds......................................21
SECTION 5.3  Method of Payment...............................................23
SECTION 5.4  No Segregation of Monies; No Interest...........................24
SECTION 5.5  Accounting and Reports to Noteholders, Certificateholders,
             Internal Revenue Service and Others.............................24
SECTION 5.6  Signature on Returns; Tax Matters Partner.......................24

                                   ARTICLE VI

                      AUTHORITY AND DUTIES OF OWNER TRUSTEE

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

                                   ARTICLE VII

              REGARDING THE OWNER TRUSTEE AND THE DELAWARE TRUSTEE

SECTION 7.1  Acceptance of Trusts and Duties.................................28
SECTION 7.2  Furnishing of Documents.........................................29
SECTION 7.3  Representations and Warranties..................................29
SECTION 7.4  Reliance; Advice of Counsel.....................................31
SECTION 7.5  Not Acting in Individual Capacity...............................31
SECTION 7.6  Owner Trustee Not Liable for Certificates or Receivables........31
SECTION 7.7  Co-Trustees May Own Certificates and Notes......................32

                                  ARTICLE VIII

                   COMPENSATION AND INDEMNITY OF OWNER TRUSTEE

SECTION 8.1  Owner Trustee's Fees and Expenses...............................32
SECTION 8.2  Indemnification.................................................33
SECTION 8.3  Payments to Co-Trustees.........................................33

                                   ARTICLE IX

                                   TERMINATION

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

                                    ARTICLE X

             SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

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

                                   ARTICLE XI

                                  MISCELLANEOUS

SECTION 11.1  Supplements and Amendments....................................41
SECTION 11.2  No Legal Title to Owner Trust Estate in Certificateholders....43
SECTION 11.3  Limitation on Rights of Others................................44
SECTION 11.4  Notices.......................................................44
SECTION 11.5  Severability..................................................44
SECTION 11.6  Separate Counterparts.........................................45
SECTION 11.7  Successors and Assigns........................................45
SECTION 11.8  No Petition...................................................45
SECTION 11.9  No Recourse...................................................45
SECTION 11.10  Headings.....................................................45
SECTION 11.11  Governing Law................................................45
SECTION 11.12  Sale and Servicing Agreement Obligations.....................46

EXHIBIT A
FORM OF CLASS C CERTIFICATE................................................A-1
EXHIBIT B
FORM OF CLASS D CERTIFICATE................................................B-1
EXHIBIT C
FORM OF INVESTMENT LETTER
QUALIFIED INSTITUTIONAL BUYER..............................................C-1
EXHIBIT D
FORM OF INVESTMENT LETTER
INSTITUTIONAL ACCREDITED INVESTOR..........................................D-1
EXHIBIT E
FORM OF RULE 144A TRANSFEROR CERTIFICATE...................................E-1
EXHIBIT F
FORM OF CERTIFICATE OF TRUST...............................................F-1

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






<PAGE>


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

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


                                    ARTICLE I
                             DEFINITIONS AND USAGE

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



                                   ARTICLE II
                           ORGANIZATION OF THE TRUST

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  (c) The  Depositor's  obligations  under this  Section 2.8 are
obligations solely of the Depositor and shall not constitute a claim against the
Depositor to the extent that the  Depositor  does not have funds  sufficient  to
make payment of such  obligations.  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  partnership  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  partnership in good  standing,  and has obtained all necessary
licenses and approvals in all  jurisdictions  in which the ownership or lease of
property or the conduct of its business shall require such qualifications.

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

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

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

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

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

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

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

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

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

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



                                   ARTICLE III
                  TRUST CERTIFICATES AND TRANSFER OF INTERESTS

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

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

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

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

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

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

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

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

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

                  "THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR
BLUE SKY LAW OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING
THIS  CERTIFICATE,  AGREES FOR THE BENEFIT OF THE TRUST AND THE  DEPOSITOR  THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE  WITH THE SECURITIES ACT AND OTHER  APPLICABLE  LAWS, AND ONLY (1)
PURSUANT TO RULE 144A UNDER THE  SECURITIES  ACT ("RULE  144A") TO A PERSON THAT
THE HOLDER REASONABLY  BELIEVES IS A QUALIFIED  INSTITUTIONAL  BUYER, WITHIN THE
MEANING  OF RULE  l44A (A  "QIB"),  PURCHASING  FOR ITS OWN  ACCOUNT  OR FOR THE
ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED,  IN EACH CASE, THAT THE REOFFER,
RESALE,  PLEDGE,  OR OTHER  TRANSFER  IS BEING  MADE IN  RELIANCE  ON RULE 144A,
SUBJECT  TO (A) THE  RECEIPT  BY THE TRUST AND THE  CERTIFICATE  REGISTRAR  OF A
CERTIFICATE  SUBSTANTIALLY  IN THE  FORM  ATTACHED  AS  EXHIBIT  E TO THE  TRUST
AGREEMENT  AND (B) THE RECEIPT BY THE TRUST AND THE  CERTIFICATE  REGISTRAR OF A
LETTER  SUBSTANTIALLY  IN THE FORM ATTACHED AS EXHIBIT C TO THE TRUST AGREEMENT,
WITH SUCH CHANGES  THEREIN AS MAY BE APPROVED BY THE DEPOSITOR,  (2) PURSUANT TO
AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF
AVAILABLE),  SUBJECT TO THE RECEIPT BY THE TRUST, THE INITIAL  PURCHASER AND THE
CERTIFICATE  REGISTRAR OF SUCH EVIDENCE  ACCEPTABLE TO THE TRUST AND THE INITIAL
PURCHASER THAT SUCH REOFFER,  RESALE,  PLEDGE OR TRANSFER IS IN COMPLIANCE  WITH
THE TRUST AGREEMENT AND THE SECURITIES ACT AND OTHER  APPLICABLE LAWS, (3) TO AN
INSTITUTIONAL   "ACCREDITED   INVESTOR"  WITHIN  THE  MEANING  THEREOF  IN  RULE
501(a)(1),  (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT PURSUANT TO
ANY OTHER  EXEMPTION FROM THE  REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT  TO (A) THE  RECEIPT  BY THE TRUST AND THE  CERTIFICATE  REGISTRAR  OF A
LETTER SUBSTANTIALLY IN THE FORM ATTACHED AS EXHIBIT D TO THE TRUST AGREEMENT OR
(B) THE  RECEIPT  BY THE  TRUST,  THE  INITIAL  PURCHASER  AND  THE  CERTIFICATE
REGISTRAR  OF SUCH  OTHER  EVIDENCE  ACCEPTABLE  TO THE  TRUST  AND THE  INITIAL
PURCHASER THAT SUCH REOFFER,  RESALE,  PLEDGE OR TRANSFER IS IN COMPLIANCE  WITH
THE TRUST AGREEMENT AND THE SECURITIES ACT AND OTHER  APPLICABLE LAWS, OR (4) TO
THE DEPOSITOR OR ITS AFFILIATES,  IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE
SECURITIES  LAWS OF THE UNITED  STATES AND  SECURITIES  AND BLUE SKY LAWS OF THE
STATES OF THE UNITED STATES."

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

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

         (ii)  It is either:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  SECTION  3.9  Maintenance  of  Office  or  Agency . The  Owner
Trustee shall  maintain in the State of New York, an office or offices or agency
or agencies where  Certificates  may be surrendered for registration of Transfer
or  exchange  and where  notices  and  demands  to or upon the Owner  Trustee in
respect of the  Certificates  and the Basic  Documents may be served.  The Owner
Trustee initially  designates The Bank of New York, l01 Barclay Street, Floor 12
East,  New York,  New York 10286,  Attention:  Asset-Backed  Finance Unit as its
principal corporate trust office for such purposes. The Owner Trustee shall give
prompt  written  notice to the  Depositor and to the  Certificateholders  of any
change  in the  location  of the  Certificate  Registrar  or any such  office or
agency.
                  SECTION 3.10  Appointment  of  Certificate  Paying Agent . The
Certificate  Paying Agent shall make  distributions to  Certificateholders  from
each Certificate  Distribution  Account pursuant to Section 5.2 and shall report
the amounts of such  distributions to the Owner Trustee.  Any Certificate Paying
Agent shall have the  revocable  power to withdraw  funds from each  Certificate
Distribution  Account  for the purpose of making the  distributions  referred to
above. The Owner Trustee may revoke such power and remove the Certificate Paying
Agent  if  the  Owner  Trustee  determines  in  its  sole  discretion  that  the
Certificate Paying Agent shall have failed to perform its obligations under this
Agreement in any material respect.  The Certificate Paying Agent shall initially
be the Owner Trustee,  and any co-paying agent chosen by the Owner Trustee.  The
Owner  Trustee  shall be  permitted to resign as  Certificate  Paying Agent upon
thirty (30) days written notice to the Owner Trustee. In the event that the Bank
shall no longer be the Certificate Paying Agent, the Owner Trustee shall appoint
a successor to act as  Certificate  Paying Agent (which shall be a bank or trust
company).  The Owner Trustee shall cause such successor Certificate Paying Agent
or any  additional  Certificate  Paying Agent  appointed by the Owner Trustee to
execute and deliver to the Owner Trustee an  instrument in which such  successor
Certificate Paying Agent or additional Certificate Paying Agent shall agree with
the Owner Trustee that as Certificate  Paying Agent, such successor  Certificate
Paying Agent or additional  Certificate Paying Agent will hold all sums, if any,
held by it for payment to the Certificateholders in trust for the benefit of the
Certificateholders  entitled  thereto  until  such  sums  shall  be paid to such
Certificateholders.  The  Certificate  Paying Agent shall  return all  unclaimed
funds to the Owner Trustee and upon removal of a  Certificate  Paying Agent such
Certificate  Paying Agent shall also return all funds in its  possession  to the
Owner  Trustee.  The provisions of Sections 7.1, 7.3, 7.4 and 8.1 shall apply to
the Owner Trustee also in its role as Certificate  Paying Agent,  for so long as
the Owner  Trustee  shall act as  Certificate  Paying  Agent and,  to the extent
applicable, to any other paying agent appointed hereunder. Any reference in this
Agreement to the  Certificate  Paying Agent shall  include any  co-paying  agent
unless the context requires otherwise.

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



                                   ARTICLE IV
                            ACTIONS BY OWNER TRUSTEE

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

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

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

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

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

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

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

                  SECTION  4.2  Action by  Certificateholders  with  Respect  to
Certain  Matters . The Owner Trustee may not,  except upon the  occurrence of an
Event of Servicing  Termination  subsequent  to the payment in full of the Notes
and in accordance with the written direction of  Certificateholders  holding not
less than a  majority  of the  Aggregate  Certificate  Balance,  (a)  remove the
Servicer  under  the Sale and  Servicing  Agreement  pursuant  to  Article  VIII
thereof,  (b) appoint a successor  Servicer pursuant to Article VIII of the Sale
and Servicing  Agreement,  (c) remove the Administrator under the Administration
Agreement pursuant to Section 9 thereof or (d) appoint a successor Administrator
pursuant to Section 9 of the Administration Agreement.

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

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

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

                                    ARTICLE V
                   APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



                                   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  $200,000,000,  (ii) Class
A-2 Notes in the aggregate  principal  amount of  $385,000,000,  (iii) Class A-3
Notes in the aggregate principal amount of $1,190,000,000,  (iv) Class A-4 Notes
in the aggregate  principal amount of  $800,000,000,  (v) Class A-5 Notes in the
aggregate  principal  amount  of  $359,785,000  and  (vi)  Class B Notes  in the
aggregate  principal amount of $108,695,000.  In addition to the foregoing,  the
Owner Trustee is authorized to take all actions  required of the Trust  pursuant
to the Basic  Documents.  The Owner Trustee is further  authorized  from time to
time to take such  action on  behalf of the Trust as is  permitted  by the Basic
Documents  and which the Servicer or the  Administrator  directs with respect to
the Basic Documents, except to the extent that this Agreement expressly requires
the consent of Certificateholders for such action.

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

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

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

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

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

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

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

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


                                   ARTICLE VII
              REGARDING THE OWNER TRUSTEE AND THE DELAWARE TRUSTEE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                  ARTICLE VIII
                  COMPENSATION AND INDEMNITY OF OWNER TRUSTEE

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

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

                  (b) The  Depositor's  obligations  under this  Section 8.2 are
obligations solely of the Depositor and shall not constitute a claim against the
Depositor to the extent that the  Depositor  does not have funds  sufficient  to
make payment of such  obligations.  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,  upon the
earlier  of  (i)  the  maturity  or  other  liquidation  of the  last  remaining
Receivable  and the  disposition  of any amounts  received upon such maturity or
liquidation and (ii) the payment to the  Noteholders and the  Certificateholders
of all  amounts  required  to be paid  to  them  pursuant  to the  terms  of the
Indenture, the Sale and Servicing Agreement and Article V. Any Insolvency Event,
liquidation,   dissolution,   death   or   incapacity   with   respect   to  any
Certificateholder,  shall neither (x) operate to terminate this Agreement or the
Trust, nor (y) entitle such  Certificateholder's  legal representatives or heirs
to claim an  accounting  or to take any action or  proceeding in any court for a
partition  or winding up of all or any part of the Trust or Owner  Trust  Estate
nor (z) otherwise affect the rights,  obligations and liabilities of the parties
hereto.  Upon  dissolution  of the Trust,  the Owner  Trustee  shall wind up the
business  and affairs of the Trust as required by Section  3808 of the  Business
Trust Statute.

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

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

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

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

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

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

                  All notices of prepayment shall state:

         (i)  the Prepayment Date;

         (ii)  the Prepayment Price; and

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

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

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


                                    ARTICLE X
             SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                   ARTICLE XI
                                 MISCELLANEOUS

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

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

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

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

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

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

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

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


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

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

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

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

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


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

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

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

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

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

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




<PAGE>


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

                           FORD CREDIT AUTO RECEIVABLES
                           TWO L.P., as Depositor


                           By:      FORD CREDIT AUTO RECEIVABLES TWO, INC.,
                                    as General Partner


                                    By:     /s/ David M. Brandi
                                       Name:
                                       Title:


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


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


                           THE BANK OF NEW YORK,
                           as Owner Trustee


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




<PAGE>


                                                                 EXHIBIT A
FORM OF CLASS C CERTIFICATE

NUMBER $62,112,000
                            R-1CUSIP NO. 34527R FM 0



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

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

                       FORD CREDIT AUTO OWNER TRUST 2001-A

                     CLASS C 6.51 % 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 L.P. by Ford Motor Credit Company
and conveyed by Ford Credit Auto Receivables Two L.P. to the Trust. The property
of the Trust has been pledged to the Indenture Trustee pursuant to the Indenture
to secure the payment of the Notes  issued  thereunder  and the  payments to the
Swap Counterparties under the Interest Rate Swap Agreements.

(This  Certificate does not represent an interest in or obligation of Ford Motor
Credit Company, Ford Credit Auto Receivables Two L.P. 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  2001-A (the
"Trust")  formed by Ford Credit Auto  Receivables  Two L.P., a Delaware  limited
partnership  (the  "Depositor").  The  Class C  Certificates  have an  aggregate
Initial  Certificate Balance of $62,112,000 and bear interest at a rate of 6.51%
per annum (the "Class C Rate").

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

                  This  Certificate is one of the duly  authorized  Certificates
designated  as "Class C 6.51%  Asset  Backed  Certificates"  (herein  called the
"Class C  Certificates")  which,  together with the  Certificates  designated as
"Class D 7.50%  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 January 1, 2001 (as from time to time
amended,  supplemented or otherwise  modified and in effect,  the  "Indenture"),
between the Trust and The Chase  Manhattan  Bank, as indenture  trustee (in such
capacity,  the  "Indenture  Trustee"),  are the Notes  designated  as "Class A-1
5.776% Asset Backed Notes",  "Class A-2 5.494% Asset Backed  Notes",  "Class A-3
5.35% Asset Backed Notes",  "Class A-4 Floating Rate Asset Backed Notes", "Class
A-5  Floating  Rate Asset Backed  Notes" and "Class B 5.96% Asset Backed  Notes"
(collectively,  the "Notes").  The property of the Trust  includes (i) a pool of
motor vehicle retail installment sale contracts for new and used automobiles and
light trucks and certain rights and obligations  thereunder (the "Receivables");
(ii) with  respect to Actuarial  Receivables,  all monies due  thereunder  on or
after the Cutoff Date and,  with  respect to Simple  Interest  Receivables,  all
monies  due or  received  thereunder  on or after  the  Cutoff  Date;  (iii) the
security  interests in the Financed Vehicles granted by Obligors pursuant to the
Receivables and any other interest of the Trust in the Financed  Vehicles;  (iv)
rights to proceeds from claims on certain physical damage,  credit life,  credit
disability or other insurance  policies,  if any,  covering Financed Vehicles or
Obligors; (v) Dealer Recourse; (vi) all of the Seller's rights to the Receivable
Files;  (vii)  such  amounts  as from  time  to time  may be held in one or more
accounts  maintained pursuant to the Sale and Servicing  Agreement,  dated as of
January  1,  2001 (as  from  time to time  amended,  supplemented  or  otherwise
modified and in effect,  the "Sale and Servicing  Agreement"),  by and among the
Trust, the Depositor, as seller (in such capacity, the "Seller"), and Ford Motor
Credit Company,  as servicer (the  "Servicer"),  including the Reserve  Account;
(viii) the Seller's  rights  under the Sale and  Servicing  Agreement;  (ix) the
Seller's  rights under the Purchase  Agreement;  (x) payments and proceeds  with
respect to the Receivables  held by the Servicer;  (xi) all property  (including
the right to receive  Liquidation  Proceeds) securing a Receivable (other than a
Receivable  repurchased  by the  Servicer or  purchased  by the  Seller);  (xii)
rebates of premiums and other amounts  relating to insurance  policies and other
items financed under the  Receivables in effect as of the Cutoff Date (xiii) the
Issuer's rights under the Interest Rate Swap  Agreements;  and (xiv) any and all
proceeds of the foregoing.  The rights of the Trust in the foregoing property of
the Trust have been  pledged to the  Indenture  Trustee to secure the payment of
the Notes and payments to the Swap Counterparties  pursuant to the Interest Rate
Swap Agreements.

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

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

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

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

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

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

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

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




<PAGE>


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

                               FORD CREDIT AUTO OWNER TRUST 2001-A

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


                                 By:
                                          Authorized Officer


                  OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated: January 25, 2001

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



                                   By:
                                            Authorized Officer




<PAGE>


                             REVERSE OF CERTIFICATE


                  The  Certificates  do not  represent an  obligation  of, or an
interest  in,  the   Depositor,   the  General   Partner,   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.

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

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

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

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

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

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

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




<PAGE>


                                   ASSIGNMENT


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



PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


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



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


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

Dated:


                                                                           */
                              Signature Guaranteed:

                                                                           */



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




<PAGE>


                                                                 EXHIBIT B

FORM OF CLASS D CERTIFICATE
NUMBER $62,112,000
                            R-1CUSIP NO. 34527R FN 8


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

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

                       FORD CREDIT AUTO OWNER TRUST 2001-A

                     CLASS D 7.50% 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 L.P. by Ford Motor Credit Company
and conveyed by Ford Credit Auto Receivables Two L.P. to the Trust. The property
of the Trust has been pledged to the Indenture Trustee pursuant to the Indenture
to secure the payment of the Notes  issued  thereunder  and the  payments to the
Swap Counterparties pursuant to the Interest Rate Swap Agreements.

(This  Certificate does not represent an interest in or obligation of Ford Motor
Credit Company, Ford Credit Auto Receivables Two L.P. 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  2001-A (the
"Trust")  formed by Ford Credit Auto  Receivables  Two L.P., a Delaware  limited
partnership  (the  "Depositor").  The  Class D  Certificates  have an  aggregate
Initial  Certificate Balance of $62,112,000 and bear interest at a rate of 7.50%
per annum (the "Class D Rate").

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

                  This  Certificate is one of the duly  authorized  Certificates
designated  as "Class D 7.50%  Asset  Backed  Certificates"  (herein  called the
"Class D  Certificates")  which,  together with the  Certificates  designated as
"Class C 6.51%  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 January 1, 2001 (as from time to time
amended,  supplemented or otherwise  modified and in effect,  the  "Indenture"),
between the Trust and The Chase  Manhattan  Bank, as indenture  trustee (in such
capacity, the "Indenture Trustee"), are the Notes designated as "Class A-1 5.776
% Asset Backed Notes",  "Class A-2 5.494% Asset Backed Notes",  "Class A-3 5.35%
Asset Backed Notes",  "Class A-4 Floating Rate Asset Backed  Notes",  "Class A-5
Floating  Rate  Asset  Backed  Notes"  and "Class B 5.96%  Asset  Backed  Notes"
(collectively,  the "Notes").  The property of the Trust  includes (i) a pool of
motor vehicle retail installment sale contracts for new and used automobiles and
light trucks and certain rights and obligations thereunder (the "Receivables") ;
(ii) with  respect to Actuarial  Receivables,  all monies due  thereunder  on or
after the Cutoff Date and,  with  respect to Simple  Interest  Receivables,  all
monies  due or  received  thereunder  on or after  the  Cutoff  Date;  (iii) the
security  interests in the Financed Vehicles granted by Obligors pursuant to the
Receivables and any other interest of the Trust in the Financed  Vehicles;  (iv)
rights to proceeds from claims on certain physical damage,  credit life,  credit
disability or other insurance  policies,  if any,  covering Financed Vehicles or
Obligors; (v) Dealer Recourse; (vi) all of the Seller's rights to the Receivable
Files;  (vii)  such  amounts  as from  time  to time  may be held in one or more
accounts  maintained pursuant to the Sale and Servicing  Agreement,  dated as of
January  1,  2001 (as  from  time to time  amended,  supplemented  or  otherwise
modified and in effect,  the "Sale and Servicing  Agreement"),  by and among the
Trust,  the  Depositor,  as seller (in such  capacity,  the "Seller") , and Ford
Motor  Credit  Company,  as servicer  (the  "Servicer"),  including  the Reserve
Account; (viii) the Seller's rights under the Sale and Servicing Agreement; (ix)
the Seller's rights under the Purchase Agreement; (x) payments and proceeds with
respect to the Receivables  held by the Servicer;  (xi) all property  (including
the right to receive  Liquidation  Proceeds) securing a Receivable (other than a
Receivable  repurchased  by the  Servicer or  purchased  by the  Seller);  (xii)
rebates of premiums and other amounts  relating to insurance  policies and other
items financed under the  Receivables in effect as of the Cutoff Date (xiii) the
Issuer's rights under the Interest Rate Swap  Agreements;  and (xiv) any and all
proceeds of the foregoing.  The rights of the Trust in the foregoing property of
the Trust have been  pledged to the  Indenture  Trustee to secure the payment of
the Notes and payments to the Swap Counterparties  pursuant to the Interest Rate
Swap Agreements.

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

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

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

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

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

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

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

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




<PAGE>


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

                                     FORD CREDIT AUTO OWNER TRUST 2001-A

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


                                          By:
                                                 Authorized Officer


                  OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated: January 25, 2001

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

                                            By:
                                                  Authorized Officer




<PAGE>


                             REVERSE OF CERTIFICATE


                  The  Certificates  do not  represent an  obligation  of, or an
interest  in,  the   Depositor,   the  General   Partner,   the  Servicer,   the
Administrator,  the  Owner  Trustee  or any  Affiliates  of any of  them  and no
recourse  may be had  against  such  parties or their  assets,  except as may be
expressly set forth or  contemplated  herein,  in the Trust  Agreement or in the
other Basic  Documents.  In addition,  this Certificate is not guaranteed by any
governmental  agency or  instrumentality  and is  limited in right of payment to
certain collections with respect to the Receivables (and certain other amounts),
all as  more  specifically  set  forth  herein  and in the  Sale  and  Servicing
Agreement.  A  registration  statement,  which  includes  a form  of  the  Trust
Agreement as an exhibit thereto, has been filed with the Securities and Exchange
Commission with respect to the Class A-3 Notes,  the Class A-4 Notes,  the Class
A-5 Notes and the Class B Notes.

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

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

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

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

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

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

                  The  obligations  and  responsibilities  created  by the Trust
Agreement and the Trust created thereby shall terminate (i) upon the maturity or
other  liquidation of the last remaining  Receivable and the  disposition of any
amounts  received upon such maturity or  liquidation or (ii) upon the payment to
the  Noteholders,  the Swap  Counterparties  and the  Certificateholders  of all
amounts  required  to be paid to  them  pursuant  to the  Indenture,  the  Trust
Agreement,  the  Interest  Rate  Swap  Agreements  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.




<PAGE>


                                   ASSIGNMENT


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



PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


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



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


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

Dated:



                                                                         */
                              Signature Guaranteed:

                                                                        */


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

<PAGE>


EXHIBIT C
FORM OF INVESTMENT LETTER
QUALIFIED INSTITUTIONAL BUYER


Date

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

                     Re:Ford Credit Auto Owner Trust 2001-A
                     Class C 6.51% Asset Backed Certificates
                    Class D 7.50% Asset Backed Certificates


Ladies and Gentlemen:


In  connection with our proposed purchase of the  Class C 6.51%  Asset  Backed
Certificates  Class  D  7.50%  Asset  Backed Certificates (the "Certificates")
of Ford Credit Auto Owner Trust 2001-A (the "Issuer"), a trust formed by Ford
Credit Auto Receivables Two L.P. (the "Depositor"), we confirm that:

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

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

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

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

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

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

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

                                Very truly yours,



                                By:
                                Name:
                                Title:


Securities To Be Purchased:
$ principal amount of Certificates

<PAGE>


EXHIBIT D
FORM OF INVESTMENT LETTER
INSTITUTIONAL ACCREDITED INVESTOR



Date

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

                     Re:Ford Credit Auto Owner Trust 2001-A
                     Class C 6.51% Asset Backed Certificates
                     Class D 7.50% Asset Backed Certificates

Ladies and Gentlemen:

 In  connection  with our  proposed  purchase of the Class C 6.51% Asset  Backed
 Certificates Class D 7.50% Asset Backed  Certificates (the  "Certificates") of
 Ford Credit Auto Owner Trust  2001-A (the  "Issuer"),  a trust  formed by Ford
 Credit Auto Receivables Two L.P. (the "Depositor"), we confirm that:

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

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

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

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

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

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

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

                                Very truly yours,



                                       By:
                                       Name:
                                       Title:


Securities To Be Purchased:
$ principal amount of Certificates



<PAGE>


EXHIBIT E
FORM OF RULE 144A TRANSFEROR CERTIFICATE


Date

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

                     Re:Ford Credit Auto Owner Trust 2001-A
                     Class C 6.51% Asset Backed Certificates
                     Class D 7.50% Asset Backed Certificates

Ladies and Gentlemen:

This is to notify you as to the transfer of $ * in  denomination of Class C
6.51% Asset Backed  Certificates  Class D 7.50% Asset Backed  Certificates  (the
"Certificates") of Ford Credit Auto Owner Trust 2001-A (the "Issuer").

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

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

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


                                Very truly yours,

                                NAME OF HOLDER OF CERTIFICATES



                                By:
                                Name:
                                Title:



* authorized denomination




<PAGE>


EXHIBIT F
FORM OF CERTIFICATE OF TRUST


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

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

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

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

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





<PAGE>


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

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


                                            By:
                                                     Name:
                                                     Title:

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


                                            By:
                                                     Name:
                                                     Title:




<PAGE>



APPENDIX A




                             Definitions and Usage



                                  SEE TAB 14.