AMENDED AND RESTATED

                                 TRUST AGREEMENT


                                     between


                      FORD CREDIT AUTO RECEIVABLES TWO LLC
                                  as Depositor


                                       and


                           WACHOVIA BANK OF DELAWARE,
                              NATIONAL ASSOCIATION
                                as Owner Trustee




                             Dated as of May 1, 2004





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                                TABLE OF CONTENTS


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                                                                                                 Page


                                    ARTICLE I

                              DEFINITIONS AND USAGE

                                   ARTICLE II

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

                                   ARTICLE III

                  TRUST CERTIFICATES AND TRANSFER OF INTERESTS
SECTION 3.1  Initial Beneficial Ownership...........................................................7
SECTION 3.2  Capital Accounts.......................................................................7
SECTION 3.3  The Certificates.......................................................................8
SECTION 3.4  Authentication of Certificates.........................................................9
SECTION 3.5  Registration of Certificates; Transfer and Exchange of Certificates....................9
SECTION 3.6  Mutilated, Destroyed, Lost or Stolen Certificates.....................................14
SECTION 3.7  Persons Deemed Owners of Certificates.................................................15
SECTION 3.8  Access to List of Certificateholders' Names and Addresses.............................15
SECTION 3.9  Maintenance of Office or Agency.......................................................16
SECTION 3.10  Appointment of Certificate Paying Agent..............................................16
SECTION 3.11  Certain Rights of Depositor..........................................................17

                                   ARTICLE IV

                            ACTIONS BY OWNER TRUSTEE
SECTION 4.1  Prior Notice to Certificateholders with Respect to Certain Matters....................17
SECTION 4.2  Action by Certificateholders with Respect to Certain Matters..........................18
SECTION 4.3  Action by Certificateholders with Respect to Bankruptcy...............................18
SECTION 4.4  Restrictions on Certificateholders' Power.............................................19
SECTION 4.5  Majority Control......................................................................19

                                    ARTICLE V

                   APPLICATION OF TRUST FUNDS; CERTAIN DUTIES
SECTION 5.1  Establishment of Certificate Distribution Account.....................................19
SECTION 5.2  Application of Trust Funds............................................................20
SECTION 5.3  Method of Payment.....................................................................21
SECTION 5.4  No Segregation of Monies; No Interest.................................................22
SECTION 5.5  Accounting and Reports to Noteholders, Certificateholders, Internal
             Revenue Service and Others............................................................22
SECTION 5.6  Signature on Returns; Tax Matters Partner.............................................22

                                   ARTICLE VI

                      AUTHORITY AND DUTIES OF OWNER TRUSTEE
SECTION 6.1  General Authority.....................................................................23
SECTION 6.2  General Duties........................................................................24
SECTION 6.3  Action upon Instruction...............................................................24
SECTION 6.4  No Duties Except as Specified in this Agreement or in Instructions....................25
SECTION 6.5  No Action Except Under Specified Documents or Instructions............................26
SECTION 6.6  Restrictions..........................................................................26
SECTION 6.7  Sarbanes-Oxley........................................................................26
SECTION 6.8  Maintenance of Licenses...............................................................27

                                   ARTICLE VII

                           REGARDING THE OWNER TRUSTEE
SECTION 7.1  Acceptance of Trusts and Duties.......................................................27
SECTION 7.2  Furnishing of Documents...............................................................28
SECTION 7.3  Representations and Warranties........................................................28
SECTION 7.4  Reliance; Advice of Counsel...........................................................29
SECTION 7.5  Not Acting in Individual Capacity.....................................................30
SECTION 7.6  Owner Trustee Not Liable for Certificates or Receivables..............................30
SECTION 7.7  The Bank May Own Securities...........................................................30

                                  ARTICLE VIII

                   COMPENSATION AND INDEMNITY OF OWNER TRUSTEE
SECTION 8.1  Owner Trustee's Fees and Expenses.....................................................31
SECTION 8.2  Indemnification.......................................................................31
SECTION 8.3  Payments to the Owner Trustee.........................................................32

                                   ARTICLE IX

                                   TERMINATION
SECTION 9.1  Termination of Trust Agreement........................................................33
SECTION 9.2  Prepayment of Certificates............................................................34

                                    ARTICLE X

             SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES
SECTION 10.1  Eligibility Requirements for Owner Trustee...........................................36
SECTION 10.2  Resignation or Removal of Owner Trustee..............................................36
SECTION 10.3  Successor Owner Trustee..............................................................37
SECTION 10.4  Merger or Consolidation of Owner Trustee.............................................38
SECTION 10.5  Appointment of Co-Trustee or Separate Trustee........................................38
SECTION 10.6  Compliance with Delaware Statutory Trust Act.........................................40

                                   ARTICLE XI

                                  MISCELLANEOUS
SECTION 11.1  Supplements and Amendments...........................................................40
SECTION 11.2  Audits of the Owner Trustee..........................................................42
SECTION 11.3  No Legal Title to Trust Property in Certificateholders...............................43
SECTION 11.4  Limitation on Rights of Others.......................................................43
SECTION 11.5  Notices..............................................................................43
SECTION 11.6  Severability.........................................................................43
SECTION 11.7  Separate Counterparts................................................................44
SECTION 11.8  Successors and Assigns...............................................................44
SECTION 11.9  No Petition..........................................................................44
SECTION 11.10  No Recourse.........................................................................44
SECTION 11.11  Headings............................................................................44
SECTION 11.12  Governing Law.......................................................................44
SECTION 11.13  Sale and Servicing Agreement Obligations............................................45



EXHIBIT A             CLASS D CERTIFICATE

EXHIBIT B             FORM OF INVESTMENT LETTER
                      QUALIFIED INSTITUTIONAL BUYER

EXHIBIT C             FORM OF INVESTMENT LETTER
                      INSTITUTIONAL ACCREDITED INVESTOR

EXHIBIT D             FORM OF RULE 144A TRANSFEROR CERTIFICATE

EXHIBIT E             FORM OF CERTIFICATE OF TRUST

APPENDIX A            Definitions and Usage


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                  AMENDED AND RESTATED TRUST AGREEMENT, dated as of May 1, 2004
(as from time to  time  amended,  supplemented  or  otherwise  modified  and in
effect,  this "Agreement"),  between FORD CREDIT AUTO  RECEIVABLES TWO LLC, a
Delaware limited liability company,  as Depositor,  having its principal
executive office at One American Road, Dearborn,  Michigan 48121 and WACHOVIA
BANK OF DELAWARE, NATIONAL ASSOCIATION,  a national banking association (the
"Bank"), not in its individual capacity  but solely as trustee  under this
Agreement  (in such  capacity,  the "Owner  Trustee"),  having its  principal
corporate  trust office at One Rodney Square,  920 King Street,  Suite 102,
Wilmington,  Delaware  19801,  Attention: Corporate Trust Administration, Nicole
Poole for the purpose of establishing the Ford Credit Auto Owner Trust 2004-A.

                  WHEREAS, the parties hereto intend to further amend and
restate that certain interim Amended and Restated Trust Agreement, dated as of
January 1, 2004, among the Depositor, the Owner Trustee and the other parties,
signatories thereto, on the terms and conditions hereinafter set forth;

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


                                    ARTICLE I

                              DEFINITIONS AND USAGE

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


                                   ARTICLE II

                            ORGANIZATION OF THE TRUST

                  SECTION 2.1 Name. The Trust created hereby shall be known as
"Ford Credit Auto Owner Trust 2004-A", in which name the Owner Trustee may
conduct the activities of the Trust, make and execute contracts and other
instruments on behalf of the Trust and sue and be sued on behalf of the Trust.

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

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

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

                  (ii) to acquire the Receivables and other Trust Property
         pursuant to the Sale and Servicing Agreement from the Depositor in
         exchange for the Securities;

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

                  (iv) to Grant the Trust Property (other than each Certificate
         Distribution Account and the proceeds thereof) to the Indenture Trustee
         pursuant to the Indenture;

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

                  (vi) 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

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

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

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

                  SECTION 2.5 Capital Contribution of Trust Property. As of May
1, 2004, 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 Trust Property and shall be deposited in the
Certificate Distribution Account. The Depositor shall pay the organizational
expenses of the Trust as they may arise or shall, upon the request of the Owner
Trustee, promptly reimburse the Owner Trustee for any such expenses paid by the
Owner Trustee. On the Closing Date, the Depositor shall convey to the Trust the
Trust Property and the Owner Trustee shall convey to the Depositor the
Securities.

                  SECTION 2.6 Declaration of Trust. The Owner Trustee hereby
declares that it will hold the Trust Property 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 the Trust constitute a statutory trust
under the Delaware Statutory Trust Act and that this Agreement constitute the
governing instrument of such statutory trust. 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
described in Section 2.11 for income and franchise tax purposes. Effective as of
the date hereof, the Owner Trustee shall have the rights, powers and duties set
forth herein and in the Delaware Statutory Trust Act with respect to
accomplishing the purposes of the Trust. A Certificate of Trust, a form of which
is attached hereto as Exhibit E, and any necessary amendment thereto has been
filed with the Secretary of State.

                  SECTION 2.7  Reserved.

                  SECTION 2.8 Title to Trust Property . Legal title to the
entirety of the Trust Property 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 Trust Property to be vested in a trustee or trustees,
in which case title shall be deemed to be vested in the Owner Trustee, a
co-trustee and/or a separate trustee, as the case may be.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                   ARTICLE III

                  TRUST CERTIFICATES AND TRANSFER OF INTERESTS

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

                  SECTION 3.2 Capital Accounts. This Section 3.2 will apply only
if (i) the Certificates are held by more than one beneficial owner; (ii) the
Certificates and the right to receive Reserve Account releases and/or other
excess spread are held by persons that constitute more than one taxpayer for
U.S. federal income tax purposes or (iii) any Recharacterized Class, as defined
in Section 2.11 hereof, exists.

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

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

                  SECTION 3.3 The Certificates. (a) The Class D Certificates in
aggregate principal amount of $37,490,000 shall be issued to the Depositor in
one or more registered, definitive, physical certificates, in the form set forth
in Exhibit A in denominations of at least $20,000 and in integral multiples of
$1,000 in excess thereof. No Certificate may be sold, transferred, assigned,
participated, pledged, or otherwise disposed of (any such act, a "Transfer") to
any Person except in accordance with the provisions of Section 3.5, and any
attempted Transfer in violation of Section 3.5 shall be null and void (each a
"Void Transfer"). In addition, the Depositor covenants and agrees that it will
not Transfer the Class D Certificates unless it shall have delivered an Opinion
of Counsel to the Owner Trustee that (i) such Transfer shall not cause the Trust
to be classified as an association (or publicly traded partnership) taxable as a
corporation and (ii) such Transfer shall not cause the Trust to be subject to
the Michigan Single Business Tax or any other entity level tax imposed by the
State of Michigan.

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

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

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

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

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

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

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

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

                  (ii) It is either:

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

                  (B) an insurance company acting on behalf of a general account
         and (1) on the date of purchase less than 25% (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 Section (I) 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
         W-8ECI (and such other certifications, representations, or opinions of
         counsel as may be requested by the Trust or the Depositor).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  SECTION 3.11 Certain Rights of Depositor. The Depositor shall
be entitled to any amounts not needed on any Payment Date to make payments on
the Notes or the Certificates or to make deposits to the Reserve Account
pursuant to Section 4.7 of the Sale and Servicing Agreement, and to receive
amounts remaining in the Reserve Account following the payment in full of the
aggregate principal amount of the Notes and the Aggregate Certificate Balance
and of all other amounts owing or to be distributed hereunder or under the
Indenture or the Sale and Servicing Agreement to Noteholders and
Certificateholders and the termination of the Trust. The Depositor shall not
Transfer any such rights unless it shall have delivered an Opinion of Counsel to
the Owner Trustee that (i) such Transfer shall not cause the Trust to be
classified as an association (or publicly traded partnership) taxable as a
corporation and (ii) such Transfer shall not cause the Trust to be subject to
the Michigan Single Business Tax or any other entity level tax imposed by the
State of Michigan.

                                   ARTICLE IV

                            ACTIONS BY OWNER TRUSTEE

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

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

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

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

                  (d) the amendment of the Indenture by a supplemental indenture
in circumstances where the consent of any Noteholder is not required and such
amendment materially adversely affects the interests of 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 a majority of the Controlling
Certificate Class, (a) remove the Servicer under the Sale and Servicing
Agreement pursuant to Article VIII thereof, (b) appoint a successor Servicer
pursuant to Article VIII of the Sale and Servicing Agreement, (c) remove the
Administrator under the Administration Agreement pursuant to Section 9 thereof
or (d) appoint a successor Administrator pursuant to Section 9 of the
Administration Agreement.

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

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

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


                                    ARTICLE V

                   APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

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

                  SECTION 5.2 Application of Trust Funds. (a) On each Payment
Date, the Owner Trustee shall, based on the information contained in the Monthly
Investor Report 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 4.7(c)(viii) of the
         Sale and Servicing Agreement on or prior to such Payment Date and make
         or cause to be made distributions and payments in the following order
         of priority:

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

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

                  (ii) withdraw the amounts deposited into the Certificate
         Principal Distribution Account pursuant to Section 4.7(d)(viii) of the
         Sale and Servicing Agreement on or prior to such Payment Date and make
         or cause to be made distributions and payments in the following order
         of priority:

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

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

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

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

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

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

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

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

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


                                   ARTICLE VI

                      AUTHORITY AND DUTIES OF OWNER TRUSTEE

                  SECTION 6.1 General Authority. The Owner Trustee is authorized
and directed to execute and deliver on behalf of the Trust the Basic Documents
to which the Trust is to be a party and each certificate or other document
attached as an exhibit to or contemplated by the Basic Documents to which the
Trust is to be a party and any amendment or other agreement, in each case, in
such form as the Depositor shall approve, as evidenced conclusively by the Owner
Trustee's execution thereof and the Depositor's execution of this Agreement, and
to direct the Indenture Trustee to authenticate and deliver:

        (i)     Class A-1 Notes in the aggregate principal amount of
                $346,000,000;

        (ii)    Class A-1A Notes in the aggregate principal amount of
                $140,000,000;

        (iii)   Class A-2 Notes in the aggregate principal amount of
                $535,000,000;

        (iv)    Class A-3 Notes in the aggregate principal amount of
                $559,000,000;

        (v)     Class A-4 Notes in the aggregate principal amount of
                $200,785,000;

        (vi)    Class B Notes in the aggregate principal amount of
                $56,235,000; and

        (vii)   Class C Notes in the aggregate principal amount of
                $37,490,000.

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 Trust Property, 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 Trust Property that results from actions by, or
claims against, the Owner Trustee that are not related to the ownership or the
administration of the Trust Property.

                  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 Trust Property 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 U.S. federal income or
Applicable Tax State income or franchise tax purposes, (ii) be deemed to cause a
taxable exchange of the Notes for U.S. 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.

                  SECTION 6.7 Sarbanes-Oxley. Notwithstanding anything to the
contrary herein or in any other document, the Owner Trustee shall not be
required to execute, deliver or certify on behalf of the Trust, the Servicer,
the Depositor or any other Person any filings, certificates, affidavits or other
instruments required by the SEC or required under the Sarbanes-Oxley Act of
2002; provided, however, that the entity executing, delivering or certifying
such filings, certificates, affidavits or other instruments required by the SEC
or required under the Sarbanes-Oxley Act of 2002 may at its option request such
subcertifications from the Owner Trustee as it may deem necessary from time to
time to provide such certifications and the Owner Trustee shall reasonably
comply with such request. Notwithstanding any Person's right to instruct the
Owner Trustee, neither the Owner Trustee nor any agent, employee, director or
officer of the Owner Trustee shall have any obligation to execute any
certificates or other documents required by the SEC or required pursuant to the
Sarbanes-Oxley Act of 2002 or the rules and regulations promulgated thereunder,
and the refusal to comply with any such instructions shall not constitute a
default or breach under this Agreement or any other document in connection
herewith.

                  SECTION 6.8 Maintenance of Licenses. The Owner Trustee will
obtain and maintain the license required to be obtained or maintained by the
Owner Trustee under the Pennsylvania Motor Vehicle Sales Finance Act in
connection with the Owner Trustee's duties and obligations under the Basic
Documents.


                                   ARTICLE VII

                           REGARDING THE OWNER TRUSTEE

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                  ARTICLE VIII

                   COMPENSATION AND INDEMNITY OF OWNER TRUSTEE

                  SECTION 8.1 Owner Trustee's Fees and Expenses. The Depositor
shall, or shall cause the Administrator to, pay to the Owner Trustee from time
to time reasonable compensation for its services. The Owner Trustee shall
receive as compensation for its services hereunder such fees as have been
separately agreed upon before the date hereof between the Administrator and the
Owner Trustee. The Depositor shall, or shall cause the Administrator to,
reimburse the Owner Trustee for its other reasonable expenses hereunder,
including the reasonable compensation, expenses and disbursements of such
agents, representatives, experts and counsel as the Owner Trustee may employ in
connection with the exercise and performance of its rights and its duties
hereunder. The tax deduction for such amounts shall be allocated to the
Administrator.

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

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

                  SECTION 8.3 Payments to the Owner Trustee. Any amounts paid to
the Owner Trustee pursuant to this Article VIII shall be deemed not to be a part
of the Trust Property 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 Trust Property 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 activities and affairs of the
Trust as required by Section 3808 of the Delaware Statutory Trust Act.

                  (b) Neither the Depositor nor any Certificateholder shall be
entitled to revoke or terminate the Trust prior to the termination of the
Indenture and payment in full of the Notes.

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

                  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 of the State of
Delaware in accordance with Section 3810(c) of the Delaware Statutory Trust Act
or as otherwise required by the Delaware Statutory Trust Act. The Owner Trustee
shall deliver a file-stamped copy of such certificate of cancellation to the
Administrator promptly upon such document becoming available following such
filing.

                  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 8.1 of the Sale and Servicing Agreement, on any Payment Date
on which the Servicer exercises its option to purchase the assets of the Trust
pursuant to said Section 8.1, and the amount paid by the Servicer shall be
treated as collections of Receivables and applied to pay the unpaid principal
amount of the Securities plus accrued and unpaid interest (including any overdue
interest) thereon. The Servicer shall furnish the Rating Agencies and the Owner
Trustee notice of such prepayment. If the Certificates are to be prepaid
pursuant to this Section 9.2(a), the Servicer shall furnish notice of such
election to the Owner Trustee not later than twenty (20) days prior to the
Payment Date on which such prepayment will be made and the Trust shall deposit
by 10:00 A.M. (New York City time) on such Payment Date in the Certificate
Distribution Account the Certificate Prepayment Amount of the Certificates to be
prepayed, whereupon all such Certificates shall be due and payable on such
Payment Date.

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

                  All notices of purchase shall state:

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

                  (ii) the Certificate Prepayment Amount; and

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

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

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


                                    ARTICLE X

             SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

                  SECTION 10.1  Eligibility Requirements for Owner Trustee.

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

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

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

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

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

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

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

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

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

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

                  SECTION 10.5 Appointment of Co-Trustee or Separate Trustee.
(a) Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Property 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 Trust
Property, 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 Delaware Statutory Trust Act.
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
Delaware Statutory Trust Act.


                                   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, for the purposes of (i) curing any ambiguity or correcting
or supplementing any provisions in this Agreement inconsistent with any other
provision of this Agreement or for the purpose of (ii) 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; provided, further, that an Opinion of Counsel shall be
furnished to the Indenture Trustee and the Owner Trustee to the effect that such
amendment will not (A) affect the treatment of the Notes as indebtedness for
U.S. federal income or Applicable Tax State income or franchise tax purposes,
(B) be deemed to cause a taxable exchange of the Notes for U.S. federal income
tax purposes, (C) cause the Issuer to be treated as an association or publicly
traded partnership taxable as a corporation for U.S. federal income tax purposes
or (D) cause the Issuer to incur Michigan Single Business Tax liability. 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 or the Certificateholders, in connection with the registration of
the Certificates under the Securities Act, in order to facilitate such
registration, including with respect to the modification of the restrictions
applicable to the transfer of the Certificates and modification of the legend
set forth on the form of the Certificates.

                  (b) This Agreement may also be amended from time to time by
the Depositor and the Owner Trustee, with prior written notice to the Rating
Agencies, with the consent of (i) the Indenture Trustee, to the extent that its
rights or obligations would be affected by such amendment, (ii) the Noteholders
of Notes evidencing not less than a majority of the principal amount of the
Notes Outstanding and (iii) the Certificateholders of Certificates evidencing
not less than a majority of the Aggregate Certificate Balance, for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of the
Noteholders or the Certificateholders; provided, however, that no such amendment
shall (i) increase or reduce in any manner the amount of, or accelerate or delay
the timing of, or 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;
provided, further, that an Opinion of Counsel shall be furnished to the
Indenture Trustee and the Owner Trustee to the effect that such amendment will
not (A) affect the treatment of the Notes as indebtedness for U.S. federal
income or Applicable Tax State income or franchise tax purposes, (B) be deemed
to cause a taxable exchange of the Notes for U.S. federal income tax purposes,
(C) cause the Issuer to be treated as an association or publicly traded
partnership taxable as a corporation for U.S. federal income tax purposes or (D)
cause the Issuer to incur Michigan Single Business Tax liability.

                  (c) Promptly after the execution of any such amendment or
consent, the Owner Trustee shall furnish written notification of the substance
of such amendment or consent to each Certificateholder, the Indenture Trustee
and each of the Rating Agencies.

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

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

                  (f) Prior to the execution of any amendment to this Agreement
or the Certificate of Trust, the Owner Trustee shall be entitled to receive and
rely upon an Opinion of Counsel stating that the execution of such amendment is
authorized or permitted by this Agreement. The Owner Trustee may, but shall not
be obligated to, 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 Audits of the Owner Trustee. The Owner Trustee
agrees that, with reasonable prior written notice, it will permit any authorized
representative of the Servicer or the Administrator, during the Owner Trustee's
normal business hours, to examine and audit the books of account, records,
reports and other documents and materials of the Owner Trustee relating to (a)
the performance of the Owner Trustee's obligations under this Agreement, (b) any
payments of fees and expenses of the Owner Trustee in connection with such
performance and (c) any claim made by the Owner Trustee under this Agreement. In
addition, the Owner Trustee will permit such representatives to make copies and
extracts of any such books and records and to discuss the same with the Owner
Trustee's officers and employees. Each of the Servicer and the Administrator
will, and will cause its authorized representatives to, hold in confidence all
such information except to the extent disclosure may be required by law (and all
reasonable applications for confidential treatment are unavailing) and except to
the extent that the Servicer or the Administrator, as the case may be, may
reasonably determine that such disclosure is consistent with its obligations
under this Agreement. The Owner Trustee will maintain all such pertinent books,
records and other written information for a period of two (2) years after the
termination of its obligations under this Agreement.

                  SECTION 11.3 No Legal Title to Trust Property in
Certificateholders. The Certificateholders shall not have legal title to any
part of the Trust Property. 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 Trust Property 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 Trust Property.

                  SECTION 11.4 Limitation on Rights of Others. Except for
Sections 2.6 and 11.1, the provisions of this Agreement are solely for the
benefit of the Owner Trustee, the Depositor, the Administrator, the
Certificateholders, the Servicer and, to the extent expressly provided herein,
the Indenture Trustee and the Noteholders, and nothing in this Agreement (other
than Section 2.6), whether express or implied, shall be construed to give to any
other Person any legal or equitable right, remedy or claim in the Trust Property
or under or in respect of this Agreement or any covenants, conditions or
provisions contained herein.

                  SECTION 11.5 Notices. (a) Unless otherwise expressly specified
or permitted by the terms hereof, all notices shall be in writing and shall be
deemed given upon receipt by the intended recipient or three (3) Business Days
after mailing if mailed by certified mail, postage prepaid (except that notice
to the Owner Trustee shall be deemed given only upon actual receipt by the Owner
Trustee), if to the Owner Trustee, addressed to its Corporate Trust Office; if
to the Depositor, addressed to Ford Credit Auto Receivables Two LLC at the
address of its principal executive office first above written; or, as to each
party, at such other address as shall be designated by such party in a written
notice to each other party.

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

                  SECTION 11.6 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 11.7 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 11.8 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 11.9 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, prior to the date which is one year and one day after
the payment in full of the Notes, it will not, until after the Notes have been
paid in full, institute against, or join any other Person in instituting against
the Depositor or the Trust, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any 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 11.10 No Recourse. Each Certificateholder, by
accepting a Certificate, acknowledges that such Certificateholder's Certificates
represent beneficial interests in the Trust only and do not represent interests
in or obligations of the Depositor, the Servicer, the Administrator, the Owner
Trustee, the Indenture Trustee or any Affiliate thereof, and no recourse may be
had against such parties or their assets, except as may be expressly set forth
or contemplated in this Agreement, the Certificates or the other Basic
Documents.

                  SECTION 11.11 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 11.12 Governing Law. This Agreement shall be governed
by and 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 11.13 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.

                  SECTION 11.14  Confidential Information.

                  (a) The Owner Trustee agrees to hold and treat all
Confidential Information (defined in Section 11.14(b)) provided to it in
connection with the Issuer's offering of the Notes in confidence and in
accordance with this Section 11.14, and will implement and maintain safeguards
to further assure the confidentiality of such Confidential Information. Such
Confidential Information will not, without instruction pursuant to this
Agreement or the prior written consent of the Servicer or the Administrator, be
disclosed or used by the Owner Trustee or its directors, officers, employees,
attorneys or agents (collectively, the "Information Recipients") other than in
connection with the transactions contemplated by the Basic Documents and the
issuance of the Notes. Disclosure that is not in violation of the Right to
Financial Privacy Act of 1978, the Gramm-Leach-Bliley Act of 1999 (the "G-L-B
Act") or other applicable law by the Owner Trustee of any Confidential
Information (A) in connection with the performance of the Owner Trustee's duties
hereunder or (B) at the request of the Owner Trustee's independent certified
public accountants or governmental regulatory authorities in connection with an
examination of the Owner Trustee by any such authority will not constitute a
breach of its obligations under this Section 11.14, and will not require the
prior written consent of the Servicer or the Administrator.

                  (b) As used in this Agreement, "Confidential Information"
means non-public personal information (as defined in the G-L-B Act and its
enabling regulations issued by the Federal Trade Commission) regarding Obligors
on the Receivables that is identified as such by the Servicer or the
Administrator. Confidential Information will not include information that (i) is
or becomes generally available to the public other than as a result of
disclosure by the Owner Trustee or any of its Information Recipients, (ii) was
available to the Owner Trustee on a non-confidential basis from a Person or
entity other than the Servicer or the Administrator prior to its disclosure to
the Owner Trustee, (iii) is requested to be disclosed by a governmental
authority or related governmental, administrative, or regulatory or
self-regulatory agencies having or claiming authority to regulate or oversee any
aspect of the Owner Trustee's business or that of its Affiliates or is otherwise
required by law or by legal or regulatory process to be disclosed, (iv) becomes
available to the Owner Trustee on a non-confidential basis from a Person other
than the Servicer or the Administrator who, to the knowledge of the Owner
Trustee, is not otherwise bound by a confidentiality agreement with the Servicer
and is not otherwise prohibited from transmitting the information to the Owner
Trustee or (v) the Servicer or the Administrator provides written permission to
the Owner Trustee to release.


<PAGE>

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

                           FORD CREDIT AUTO RECEIVABLES
                           TWO LLC,
                           as Depositor



                                    By:__________________________
                                       Name: Susan J. Thomas
                                       Title: Secretary


                           WACHOVIA BANK OF DELAWARE,
                           NATIONAL ASSOCIATION,
                           as Owner Trustee


                                    By:__________________________
                                       Name:
                                       Title:


<PAGE>


                                                                       EXHIBIT A

                               CLASS D CERTIFICATE

NUMBER                                                               $37,490,000

R-1                                                        CUSIP NO. 34527R KM 4

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

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

                       FORD CREDIT AUTO OWNER TRUST 2004-A

                     CLASS D 6.00% ASSET BACKED CERTIFICATE

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

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

                  THIS CERTIFIES THAT FORD CREDIT AUTO RECEIVABLES TWO LLC is
the registered owner of THIRTY-SEVEN MILLION FOUR HUNDRED NINETY THOUSAND
DOLLARS nonassessable, fully-paid, beneficial interest in Class D Certificates
of Ford Credit Auto Owner Trust 2004-A (the "Trust") formed by Ford Credit Auto
Receivables Two LLC, a Delaware limited liability company (the "Depositor"). The
Class D Certificates have an aggregate Initial Certificate Balance of
$37,490,000 and bear interest at a rate of 6.00% per annum (the "Class D Rate").

                  The Trust was created pursuant to an Amended and Restated
Trust Agreement, dated as of May 1, 2004 (as from time to time amended,
supplemented or otherwise modified and in effect, the "Trust Agreement"), among
the Depositor, Wachovia Bank of Delaware, National Association, not in its
individual capacity but solely as owner trustee (the "Owner Trustee"), a summary
of certain of the pertinent provisions of which is set forth below. To the
extent not otherwise defined herein, the capitalized terms used herein have the
meanings assigned to them in the Trust Agreement.

                  This Certificate is one of the duly authorized Certificates
designated as "Class D 6.00% Asset Backed Certificates" (herein called the
"Class D Certificates" or the "Certificates") are issued under and are subject
to the terms, provisions and conditions of the Trust Agreement, to which Trust
Agreement the Certificateholder of this Certificate by virtue of the acceptance
hereof assents and by which such Certificateholder is bound. Also issued under
the Indenture, dated as of May 1, 2004 (as from time to time amended,
supplemented or otherwise modified and in effect, the "Indenture"), between the
Trust and The Bank of New York, as indenture trustee (in such capacity, the
"Indenture Trustee"), are the Notes designated as "Class A-1 1.24000% Asset
Backed Notes", "Class A-1A 1.48375% Asset Backed Notes", "Class A-2 2.13% Asset
Backed Notes", "Class A-3 2.93% Asset Backed Notes", "Class A-4 3.54% Asset
Backed Notes", "Class B 3.78% Asset Backed Notes" and "Class C 4.19% Asset
Backed Notes" (collectively, the "Notes"). The property of the Trust includes
(i) the Receivables; (ii) monies due or received thereunder on or after the
Cutoff Date and monies due and received prior to the Cutoff Date that are posted
to the Obligor's account 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 Issuer in the Financed Vehicles; (iv)
rights to receive proceeds with respect to the Receivables from claims on any
physical damage, credit life, credit disability, or other insurance policies
covering Financed Vehicles or Obligors; (v) Dealer Recourse; (vi) all of the
Seller's rights to the Receivable Files; (vii) the Trust Accounts, the
Certificate Interest Distribution Account, the Certificate Principal
Distribution Account and all amounts, securities, investments, investment
property and other property deposited in or credited to any of the foregoing,
all security entitlements relating to the foregoing and all proceeds thereof;
(viii) all of the Seller's rights under the Sale and Servicing Agreement; (ix)
all of the Seller's rights under the Purchase Agreement; (x) payments and
proceeds with respect to the Receivables held by the Servicer; (xi) all property
securing a Receivable (other than a Receivable purchased by the Servicer or
repurchased by the Seller); (xii) rebates of premiums and other amounts relating
to insurance policies and other items financed under the Receivables in effect
as of the Cutoff Date; and (xiii) all present and future claims, demands, causes
of action and choses in action in respect of any or all of the foregoing and all
payments on or under and all proceeds of every kind and nature whatsoever in
respect of any or all of the foregoing, including all proceeds of the conversion
thereof, voluntary or involuntary, into cash or other liquid property, all cash
proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel
paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights
to payment of any and every kind and other forms of obligations and receivables,
instruments and other property which at any time constitute all or part of or
are included in the proceeds of any of the foregoing. The rights of the Trust in
the foregoing property of the Trust have been pledged to the Indenture Trustee
to secure the payment of the Notes.

                  Under the Trust Agreement, there will be distributed on the
fifteenth day of each month, or if such fifteenth day is not a Business Day, the
next Business Day (each, a "Payment Date"), commencing in June 2004, to the
Person in whose name this Certificate is registered at the close of business on
the last day of the preceding month (the "Record Date") such Certificateholder's
percentage interest in the amount to be distributed to Class D
Certificateholders on such Payment Date; provided, however, that principal will
be distributed to the Class D Certificateholders on each Payment Date on (to the
extent of funds remaining after all classes of the Notes) and after the date on
which all classes of the Notes have been paid in full. Notwithstanding the
foregoing, following the occurrence and during the continuation of an event of
default under the Indenture which has resulted in an acceleration of the Notes,
no distributions of principal or interest will be made on the Certificates until
all principal and interest on the Notes has been paid in full.

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

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

                  Each Certificateholder, by its acceptance of a Certificate,
covenants and agrees that, prior to the date that is one year and one day after
the payment in full of the Notes, it will not institute against, or join any
other Person in instituting against the Depositor or the Trust, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any federal or state bankruptcy or similar law in connection
with any obligations relating to the Securities, the Trust Agreement or any of
the other Basic Documents.

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

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

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

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



<PAGE>



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

                                            FORD CREDIT AUTO OWNER
                                              TRUST 2004-A

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


                                            By: _______________________________
                                                Authorized Officer


                  OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated: May 25, 2004

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

                                            By: _______________________________
                                                Authorized Officer


<PAGE>



                                       A-7

                             REVERSE OF CERTIFICATE


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

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

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

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

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

                  The Class D Certificates may be acquired only by an entity
that is either: (a) not, and each account (if any) for which it is purchasing
the Class D Certificates is not (i) an employee benefit plan (as defined in
Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA")) whether or not 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")
whether or not subject to Section 4975 of the Code, (iii) a governmental plan,
as defined in Section 3(32) of ERISA, (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
Section (I) 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 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 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 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 W-8ECI (and such other
certifications, representations, or opinions of counsel as may be requested by
the Trust or the Depositor).

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


<PAGE>




                                   ASSIGNMENT


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

                        _____________________________

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

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


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


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

Dated:_______



                                         ________________________________*/
                                          Signature Guaranteed:
                                         ________________________________*/


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


<PAGE>


                                       B-1
                                                                       EXHIBIT B

                            FORM OF INVESTMENT LETTER
                          QUALIFIED INSTITUTIONAL BUYER


                                                                           Date

Ford Credit Auto Owner Trust 2004-A,
  as Issuer
Wachovia Bank of Delaware,
National Association,
  as Owner Trustee and
  Certificate Registrar
One Rodney Square, 920 King Street, Suite 102, Wilmington, Delaware 19801
Attention: Corporate Trust Administration, Nicole Poole

                  Re:      Ford Credit Auto Owner Trust 2004-A
                           Class D 6.00% Asset Backed Certificates

Ladies and Gentlemen:

         In connection with our proposed purchase of the Class D 6.00% Asset
Backed Certificates (the "Certificates") of Ford Credit Auto Owner Trust 2004-A
(the "Issuer"), a trust formed by Ford Credit Auto Receivables Two LLC (the
"Depositor"), we confirm that:

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

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

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

         4. We are either:

                  (a) not, and each account (if any) for which we are purchasing
                  the Certificates is not (i) an employee benefit plan (as
                  defined in Section 3(3) of the Employee Retirement Income
                  Security Act of 1974, as amended ("ERISA")) whether or not
                  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") whether or not subject to Section 4975 of the
                  Code, (iii) a governmental plan, as defined in Section 3(32)
                  of ERISA, (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 Section
                  (I) 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 (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 5 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 5 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 Trust and the Depositor with an IRS Form W-8ECI (and such other
certifications, representations, or opinions of counsel as may be requested by
the Trust 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>



                                       C-1

                                                                       EXHIBIT C

                            FORM OF INVESTMENT LETTER
                        INSTITUTIONAL ACCREDITED INVESTOR


                                                                         Date

Ford Credit Auto Owner Trust 2004-A
  as Issuer
Wachovia Bank of Delaware,
National Association,
  as Owner Trustee and
Certificate Registrar
One Rodney Square, 920 King Street, Suite 102, Wilmington, Delaware 19801
Attention: Corporate Trust Administration, Nicole Poole

                  Re:      Ford Credit Auto Owner Trust 2004-A
                           Class D 6.00% Asset Backed Certificates

Ladies and Gentlemen:

         In connection with our proposed purchase of the Class D 6.00% Asset
Backed Certificates (the "Certificates") of Ford Credit Auto Owner Trust 2004-A
(the "Issuer"), a trust formed by Ford Credit Auto Receivables Two LLC (the
"Depositor"), we confirm that:

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

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

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

                  4. We are either:

                  (a) not, and each account (if any) for which we are purchasing
         the Certificates is not (i) an employee benefit plan (as defined in
         Section 3(3) of the Employee Retirement Income Security Act of 1974, as
         amended ("ERISA")) whether or not 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") whether or not subject to Section 4975 of
         the Code, (iii) a governmental plan, as defined in Section 3(32) of
         ERISA, (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 Section (I) 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 (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 5 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 5 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 Trust and the Depositor with an IRS Form W-8ECI (and such
         other certifications, representations, or opinions of counsel as may be
         requested by the Trust or the Depositor).

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

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

                                            Very truly yours,



                                            By:__________________________
                                               Name:
                                               Title:


Securities To Be Purchased:
$[    ] principal amount of Certificates


<PAGE>



                                       D-1

                                                                       EXHIBIT D

                    FORM OF RULE 144A TRANSFEROR CERTIFICATE


                                                                        Date

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


                  Re:      Ford Credit Auto Owner Trust 2004-A
                           Class D 6.00% Asset Backed Certificates

Ladies and Gentlemen:

         This is to notify you as to the transfer of $* in denomination of Class
D 6.00% Asset Backed Certificates (the "Certificates") of Ford Credit Auto Owner
Trust 2004-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 May 1, 2004
relating to the Certificates, as follows:

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



<PAGE>



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

                                Very truly yours,

                                NAME OF HOLDER OF
                                CERTIFICATES



                                By: _______________________
                                    Name:
                                    Title:



* authorized denomination


<PAGE>



                                       E-1

                                                                       EXHIBIT E


                          FORM OF CERTIFICATE OF TRUST

                             CERTIFICATE OF TRUST OF
                       FORD CREDIT AUTO OWNER TRUST 2004-A

                  This Certificate of Trust of Ford Credit Auto Owner Trust
2004-A (the "Trust") is being duly executed and filed by Wachovia Bank of
Delaware, National Association, as owner trustee (the "Owner Trustee"), to form
a statutory trust under the Delaware Statutory Trust Act (12 Delaware Code, ss.
3801 et seq.) (the "Act").

                  1. Name. The name of the statutory trust formed hereby is Ford
Credit Auto Owner Trust 2004-A.

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

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



<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.


                                            WACHOVIA BANK OF DELAWARE,
                                            NATIONAL ASSOCIATION,
                                            not in its individual capacity but
                                            solely as Owner Trustee under an
                                            Amended and Restated Trust
                                            Agreement, dated as of January 1,
                                            2004


                                            By: ____________________________
                                                Name:
                                                Title:


<PAGE>



                                       A-1

                                                                      APPENDIX A



                              Definitions and Usage