Exhibit 10.2








                    FORM OF RECEIVABLES PURCHASE AGREEMENT



                                    between



                      [                                ]

                                   as Seller

                                      and



                    BEAR STEARNS ASSET BACKED FUNDING INC.

                                 as Depositor




                         Dated as of [_______________]

<PAGE>

                               Table of Contents

                                                                         Page
                                                                         ----

                                   Article I

                                Interpretation

Section 1.01.  Definitions and Usage.......................................1

                                  Article II

                           Conveyance of Receivables

Section 2.01.  Conveyance of Receivables....................................2
Section 2.02.  The Closing..................................................2

                                  Article III

                        Representations and Warranties

Section 3.01.  Representations and Warranties of the Depositor..............3
Section 3.02.  Representations and Warranties of the Seller.................4

                                  Article IV

                                  Conditions

Section 4.01.  Conditions to Obligation of the Depositor....................9
Section 4.02.  Conditions to Obligation of the Seller......................10

                                   Article V

                            Covenants of the Seller

Section 5.01.  Protection of Right, Title and Interest.....................11
Section 5.02.  Other Liens or Interests....................................12
Section 5.03.  Costs and Expenses..........................................12
Section 5.04.  Hold Harmless...............................................12

                                  Article VI

                                Indemnification

Section 6.01.  Indemnification.............................................12
Section 6.02.  Contribution................................................14



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<PAGE>

                                  Article VII

                           Miscellaneous Provisions

Section 7.01.  Obligations of Seller.......................................15
Section 7.02.  Repurchase Events...........................................15
Section 7.03.  Depositor Assignment of Repurchased Receivables.............15
Section 7.04.  Transfer to the Issuer......................................15
Section 7.05.  Amendment...................................................16
Section 7.06.  Waivers.....................................................16
Section 7.07.  Notices.....................................................16
Section 7.08.  Costs and Expenses..........................................17
Section 7.09.  Representations of the Seller and the Depositor.............17
Section 7.10.  Confidential Information....................................17
Section 7.11.  Headings and Cross-References...............................17
Section 7.12.  GOVERNING LAW...............................................17
Section 7.13.  Counterparts................................................17
Section 7.14.  Third Party Beneficiary.....................................17
Section 7.15.  No Proceedings..............................................17


Schedule A        Schedule of Receivables
Schedule B        Location of Receivable Files
Appendix A        Definitions and Usage



                                      ii
<PAGE>

     RECEIVABLES PURCHASE AGREEMENT dated as of [Closing Date] (as from time
to time amended, supplemented or otherwise modified and in effect, this
"Agreement"), between [SELLER], a [ ], as seller (in such capacity, together
with its permitted successors and permitted assigns in such capacity, the
"Seller") and BEAR STEARNS ASSET BACKED FUNDING INC., a Delaware corporation,
as depositor (together with its successors and permitted assigns, the
"Depositor").

                                   RECITALS

     WHEREAS, the Depositor desires to purchase a portfolio of receivables and
related property consisting of motor vehicle installment loan contracts
originated by the Seller in the ordinary course of its business;

     WHEREAS, the Seller and the Depositor wish to set forth the terms
pursuant to which such portfolio of receivables and related property are to be
sold by the Seller to the Depositor; and

     WHEREAS, the Depositor intends, concurrently with its purchase hereunder,
to convey all of its right, title and interest in and to all of such portfolio
of receivables and related property to [ISSUER], a Delaware statutory trust
(the "Issuer") pursuant to a Sale and Servicing Agreement dated as of [Closing
Date] (the "Sale and Servicing Agreement"), by and among the Issuer, the
Depositor, [SERVICER], as servicer (the "Servicer") [list if multiple
servicers], and the Issuer intends to pledge all of its right, title and
interest in and to such portfolio of receivables and related property to the
Indenture Trustee pursuant to the Indenture dated as of [_________] (the
"Indenture"), by and between the Issuer and the Indenture Trustee.

     NOW, THEREFORE, in consideration of the foregoing, other good and
valuable consideration and the mutual terms and covenants contained herein,
the parties hereto agree as follows:


                                  Article I

                                Interpretation

     Section 1.01. 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.

<PAGE>

                                  Article II

                           Conveyance of Receivables

     Section 2.01. Conveyance of Receivables.

          (a) In consideration of the Depositor's delivery to or upon the
order of the Seller on the Closing Date of $[___] (the "Purchase Price"), the
Seller does hereby irrevocably sell, transfer, assign, set over and otherwise
convey to the Depositor, without recourse (subject to the obligations of the
Seller set forth herein) all right, title, and interest of the Seller, whether
now or hereinafter acquired, in and to the Receivables Property.

          (b) The transfer, assignment and conveyance made hereunder shall not
constitute and is not intended to result in an assumption by the Depositor of
any obligation of the Seller to the Obligors or any other Person in connection
with the Receivables and the other Receivables Property or any agreement,
document or instrument related thereto.

          (c) The Seller and the Depositor intend that the transfer of assets by
the Seller to the Depositor pursuant to this Agreement be a sale of the
ownership interest in such assets to the Depositor, rather than the mere
granting of a security interest to secure a borrowing. In the event, however,
that such transfer is deemed not to be a sale but to be of a mere security
interest to secure a borrowing, the Seller shall be deemed to have hereby
granted to the Depositor a security interest in all accounts, money, chattel
paper, securities, instruments, documents, deposit accounts, certificates of
deposit, letters of credit, advices of credit, banker's acceptances,
uncertificated securities, general intangibles, contract rights, goods and
other property consisting of, arising from or relating to such Receivables
Property, which security interest shall be perfected and of first priority,
and this Agreement shall constitute a security agreement under applicable law.
Pursuant to [the Sale and Servicing Agreement and] Section 7.04 hereof, the
Depositor may sell, transfer and assign to the Issuer (i) all or any portion
of the assets assigned to the Depositor hereunder, (ii) all or any portion of
the Depositor's rights against the Seller under this Agreement and (iii) all
proceeds thereof. Such assignment may be made by the Depositor with or without
an assignment by the Depositor of its rights under this Agreement, and without
further notice to or acknowledgement from the Seller. The Seller waives, to
the extent permitted under applicable law, all claims, causes of action and
remedies, whether legal or equitable (including any right of setoff), against
the Depositor or any assignee of the Depositor relating to such action by the
Depositor [in connection with the transactions contemplated by the Sale and
Servicing Agreement].

     Section 2.02. The Closing. The sale and purchase of the Receivables
Property shall take place at a closing at [___] on the Closing Date[,
simultaneously with the closing under (a) the Sale and Servicing Agreement,
(b) the Indenture and (c) the Trust Agreement.]



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<PAGE>

                                 Article III

                        Representations and Warranties

     Section 3.01. Representations and Warranties of the Depositor. The
Depositor hereby represents and warrants as follows to the Seller and the
Indenture Trustee as of the date hereof and the Closing Date:

          (a) Organization and Good Standing. The Depositor is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Delaware, with all requisite power and authority to own its
properties and to conduct its business as such properties are currently owned
and such business is currently conducted.

          (b) Due Qualification. The Depositor is duly qualified to do
business as a foreign corporation in good standing, and has obtained all
necessary licenses and approvals in all jurisdictions where the failure to do
so would materially and adversely affect the Depositor's ability to acquire
the Receivables or the other Receivables Property or the validity or
enforceability of the Receivables or the other Receivables Property.

          (c) Power and Authority. The Depositor has all corporate power and
authority to execute, deliver and perform this Agreement and the other Basic
Documents to which it is a party and to carry out their respective terms; the
Depositor has full power and authority to sell and assign the property to be
sold and assigned to and deposited with the Issuer, and the Depositor shall
have duly authorized such sale and assignment to the Issuer by all necessary
corporate action; and the execution, delivery and performance of this
Agreement and the other Basic Documents to which the Depositor is a party have
been duly authorized by the Depositor by all necessary corporate action.

          (d) Binding Obligation. This Agreement and the other Basic Documents
to which the Depositor is a party, when duly executed and delivered by the
other parties hereto and thereto, shall constitute legal, valid and binding
obligations of the Depositor, enforceable against the Depositor in accordance
with their respective terms, except as the enforceability thereof may be
limited by bankruptcy, insolvency, reorganization or similar laws now or
hereafter in effect relating to or affecting creditors' rights generally and
to general principles of equity (whether applied in a proceeding at law or in
equity).

          (e) No Violation. 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 incorporation or the by-laws of the Depositor, or any
indenture, agreement or other instrument to which the Depositor is a party or
by which it is bound, or violate any law, rules or regulation applicable to
the Depositor of any court or federal or state regulatory body, administrative
agency or other governmental instrumentality having jurisdiction over the
Depositor.

          (f) No Proceedings. There are no proceedings or investigations
pending or, to the Depositor's knowledge, threatened against the Depositor
before any court, regulatory body,



                                      3
<PAGE>

administrative agency or other governmental instrumentality having
jurisdiction over the Depositor or its properties (i) asserting the invalidity
of this Agreement or any other Basic Document to which the Depositor is a
party, (ii) seeking to prevent the consummation of any of the transactions
contemplated by this Agreement or any other Basic Document to which the
Depositor is a party or (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 any
other Basic Document to which the Depositor is a party.

          (g) No Consents. The Depositor is not required to obtain the consent
of any other party or any consent, approval, registration, authorization, or
declaration of or with any governmental authority, bureau or agency in
connection with the execution, delivery, performance, validity, or
enforceability of this Agreement or any other Basic Document to which it is a
party that has not already been obtained.

     Section 3.02. Representations and Warranties of the Seller.

          (a) The Seller hereby represents and warrants as follows to the
Depositor and the Indenture Trustee as of the date hereof and as of the
Closing Date:

               (i) Organization and Good Standing. The Seller is a [     ] duly
     organized and validly existing under the laws of [the State of      ] and
     continues to hold a valid certificate to do business as such, and has the
     power to own its assets and to transact the business in which it is
     currently engaged. The Seller is duly authorized to transact business and
     has obtained all necessary licenses and approvals, and is in good
     standing in each jurisdiction in which the character of the business
     transacted by it or any properties owned or leased by it requires such
     authorization.

               (ii) Power and Authority. The Seller has the power and
     authority to make, execute, deliver and perform this Agreement and all of
     the transactions contemplated under this Agreement and the other Basic
     Documents to which the Seller is a party, and has taken all necessary
     action to authorize the execution, delivery and performance of this
     Agreement and the other Basic Documents to which the Seller is a party.
     When executed and delivered, this Agreement and the other Basic Documents
     to which the Seller is a party will constitute legal, valid and binding
     obligations of the Seller enforceable in accordance with their respective
     terms, except as enforcement of such terms may be limited by bankruptcy,
     insolvency or similar laws affecting the enforcement of creditors' rights
     generally and by the availability of equitable remedies.

               (iii) No Violation. The execution, delivery and performance by
     the Seller of this Agreement and the other Basic Documents to which the
     Seller is a party will not violate any provision of any existing state,
     federal or, to the best knowledge of the Seller, local law or regulation
     or any order or decree of any court applicable to the Seller or any
     provision of the articles of association or incorporation or the bylaws
     of the Seller, or constitute a breach of any mortgage, indenture,
     contract or other agreement to which the Seller is a party or by which
     the Seller may be bound or result in the creation or imposition of any
     lien upon any of the Seller's properties pursuant to any such mortgage,
     indenture, contract or other agreement (other than this Agreement).



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<PAGE>

               (iv) No Proceedings. There are no proceedings or investigations
     pending or, to the Seller's knowledge, threatened against the Seller
     before any court, regulatory body, administrative agency or other
     governmental instrumentality having jurisdiction over the Seller or its
     properties (i) asserting the invalidity of this Agreement or any other
     Basic Document to which the Seller is a party, (ii) seeking to prevent
     the consummation of any of the transactions contemplated by this
     Agreement or any other Basic Document to which the Seller is a party or
     (iii) seeking any determination or ruling that might materially and
     adversely affect the performance by the Seller of its obligations under,
     or the validity or enforceability of, this Agreement or any other Basic
     Document to which the Seller is a party.

               (v) Chief Executive Office. The chief executive office of the
     Seller is located at [          ].

               (vi) No Consents. The Seller is not required to obtain the
     consent of any other party or any consent, license, approval,
     registration, authorization, or declaration of or with any governmental
     authority, bureau or agency in connection with the execution, delivery,
     performance, validity, or enforceability of this Agreement or any other
     Basic Document to which it is a party that has not already been obtained.

               (vii) No Notice. The Seller represents and warrants that it
     acquired title to the Receivables and the other Receivables Property in
     good faith, without notice of any adverse claim.

               (viii) Bulk Transfer. The Seller represents and warrants that
     the transfer, assignment and conveyance of the Receivables and the other
     Receivables Property by the Seller pursuant to this Agreement are not
     subject to the bulk transfer laws or any similar statutory provisions in
     effect in any applicable jurisdiction.

               (ix) Seller Information. No certificate of an officer,
     statement or document furnished in writing or report delivered pursuant
     to the terms hereof by the Seller contains any untrue statement of a
     material fact or omits to state any material fact necessary to make the
     certificate, statement, document or report not misleading.

               (x) Ordinary Course. The transactions contemplated by this
     Agreement and the other Basic Documents to which the Seller is a party
     are in the ordinary course of the Seller's business.

               (xi) Solvency. The Seller is not insolvent, nor will the Seller
     be made insolvent by the transfer of the Receivables Property, nor does
     the Seller anticipate any pending insolvency.

               (xii) Legal Compliance. The Seller is not in violation of, and
     the execution and delivery by the Seller of this Agreement and the other
     Basic Documents to which the Seller is a party and its performance and
     compliance with the terms of this Agreement and the other Basic Documents
     to which the Seller is a party will not constitute a violation with
     respect to, any order or decree of any court or any order or



                                      5
<PAGE>

     regulation of any federal, state, municipal or governmental agency
     having jurisdiction, which violation would materially and adversely affect
     the Seller's condition (financial or otherwise) or operations or any of the
     Seller's properties or materially and adversely affect the performance of
     any of its duties under the Basic Documents.

               (xiii) Creditors. The Seller did not sell the Receivables or
     the other Receivables Property to the Depositor with any intent to
     hinder, delay or defraud any of its creditors.

          (b) The Seller makes the following representations and warranties
with respect to the Receivables, on which the Depositor relies in accepting
the Receivables and in transferring the Receivables to the Issuer under the
Sale and Servicing Agreement, and on which the Issuer relies in pledging the
same to the Indenture Trustee. Such representations and warranties speak as of
the execution and delivery of this Agreement and as of the Closing Date, but
shall survive the sale, transfer and assignment of the Receivables to the
Depositor, the [concurrent] [subsequent] sale, transfer and assignment of the
Receivables by the Depositor to the Issuer pursuant to the Sale and Servicing
Agreement and the pledge of the Receivables by the Issuer to the Indenture
Trustee pursuant to the Indenture.

               (i) Characteristics of Receivables. Each Receivable (A) was
     originated in the United States of America by a Dealer for the retail
     sale of a Financed Vehicle in the ordinary course of such Dealer's
     business, was fully and properly executed by the parties thereto, was
     purchased by the Seller from such Dealer under an existing dealer
     agreement, (B) has created or shall create a valid, subsisting and
     enforceable first priority security interest in favor of the Seller and
     is assignable by the Seller to the Issuer and by the Issuer to the
     Indenture Trustee, (C) contains customary and enforceable provisions such
     that the rights and remedies of the holder thereof are adequate for
     realization against the collateral of the benefits of the security, and
     (D) generally provides for level monthly payments (provided, that the
     payment in the first or last month in the life of the Receivable may be
     minimally different from the level payments). No Receivable conveyed to
     the Issuer on the Closing Date has forced-placed physical damage
     insurance.

               (ii) Schedule of Receivables. The information set forth in
     Schedule A to this Agreement is true and correct in all material respects
     as of the opening of business on the applicable Cut-off Date, and no
     selection procedures believed to be adverse to the Purchaser or the Trust
     were utilized in selecting the Receivables. The computer tape or other
     listing regarding the Receivables made available to the Purchaser and its
     assigns (which computer tape or other listing is required to be delivered
     as specified herein) is true and correct in all respects.

               (iii) Compliance with Law. Each Receivable and the sale of the
     Financed Vehicle complied at the time it was originated or made and, at
     the execution of this Agreement, complies in all material respects with
     all requirements of applicable federal, state and local laws and
     regulations thereunder, including usury laws, the federal
     Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit
     Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade
     Commission Act, the



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<PAGE>

     Magnuson-Moss Warranty Act, the Federal Reserve Board's Regulations B and
     Z, the Texas Consumer Credit Code and State adaptations of the National
     Consumer Act and of the Uniform Consumer Credit Code, and other consumer
     credit laws and equal credit opportunity and disclosure laws.

               (iv) Binding Obligation. Each Receivable represents the
     genuine, legal, valid and binding payment obligation in writing of the
     Obligor, enforceable by the holder thereof in accordance with its terms.

               (v) No Government Obligor. None of the Receivables is due from
     the United States of America or any State or from any agency, department
     or instrumentality of the United States of America or any State.

               (vi) Security Interest in Financed Vehicle. Immediately prior
     to the sale, assignment and transfer thereof, each Receivable shall be
     secured by a validly perfected first security interest in the Financed
     Vehicle in favor of the Seller as secured party or all necessary and
     appropriate actions have been commenced that would result in the valid
     perfection of a first security interest in the Financed Vehicle in favor
     of the Seller as secured party.

               (vii) Receivables in Force. No Receivable has been satisfied,
     subordinated or rescinded, nor has any Financed Vehicle been released
     from the lien granted by the related Receivable in whole or in part.

               (viii) No Amendments. No Receivable has been amended such that
     the amount of the Obligor's scheduled payments has been increased.

               (ix) No Waiver. No provision of a Receivable has been waived.

               (x) No Defenses. No right of rescission, setoff, counterclaim
     or defense has been asserted or threatened with respect to any
     Receivable.

               (xi) No Liens. To the best of the Seller's knowledge, no liens
     or claims have been filed for work, labor or materials relating to a
     Financed Vehicle that are liens prior to, or equal to or coordinate with,
     the security interest in the Financed Vehicle granted by any Receivable.

               (xii) No Default. No Receivable has a payment that is more than
     [ ] days overdue as of the related Cut-off Date, and, except as permitted
     in this paragraph, no default, breach, violation or event permitting
     acceleration under the terms of any Receivable has occurred; and no
     continuing condition that with notice or the lapse of time would
     constitute a default, breach, violation or event permitting acceleration
     under the terms of any Receivable has arisen; and the Seller has not
     waived and shall not waive any of the foregoing.

               (xiii) Insurance. The Seller, in accordance with its customary
     procedures, has determined that, at the origination of the Receivable,
     the Obligor had



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<PAGE>

     obtained physical damage insurance covering the Financed Vehicle and under
     the terms of the Receivable the Obligor is required to maintain such
     insurance.

               (xiv) Title. It is the intention of the Seller that the
     transfer and assignment herein contemplated constitute a sale of the
     Receivables from the Seller to the Purchaser and that the beneficial
     interest in and title to the Receivables not be part of the debtor's
     estate in the event of the filing of a bankruptcy petition by or against
     the Seller under any bankruptcy law. No Receivable has been sold,
     transferred, assigned or pledged by the Seller to any Person other than
     the Purchaser. Immediately prior to the transfer and assignment herein
     contemplated, the Seller had good and marketable title to each Receivable
     free and clear of all Liens, encumbrances, security interests and rights
     of others and, immediately upon the transfer thereof, the Purchaser shall
     have good and marketable title to each Receivable, free and clear of all
     Liens, encumbrances, security interests and rights of others; and the
     transfer has been perfected under the UCC.

               (xv) Lawful Assignment. No Receivable has been originated in,
     or is subject to the laws of, any jurisdiction under which the sale,
     transfer and assignment of such Receivable or any Receivable under this
     Agreement, the Sale and Servicing Agreement or the Indenture is unlawful,
     void or voidable.

               (xvi) All Filings Made. All filings (including UCC filings)
     necessary in any jurisdiction to give the Issuer a first perfected
     ownership interest in the Receivables, and to give the Indenture Trustee
     a first perfected security interest therein, shall have been made.

               (xvii) One Original. There is only one original executed copy
     of each Receivable.

               (xviii) Maturity of Receivables. Each Receivable has a final
     maturity date before [ ].

               (xix) Scheduled Payments. (A) Each Receivable has a first
     scheduled due date on or prior to the end of the month following the
     related Cut-off Date and (B) no Receivable has a payment that is more
     than 30 days overdue as of the related Cut-off Date, and has a final
     scheduled payment date no later than [ ] [the Final Scheduled Payment
     Date].

               (xx) Location of Receivable Files. The Receivable Files are
     kept at one or more of the locations listed in Schedule B.

               (xxi) Remaining Maturity. The latest scheduled maturity of any
     Receivable shall be no later than [ ] [the Final Scheduled Payment Date].

               (xxii) Outstanding Principal Balance. Each Receivable has an
     outstanding principal balance of at least $[1,000.00].



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<PAGE>

               (xxiii) No Bankruptcies. No Obligor on any Receivable as of the
     related Cut-off Date was noted in the related Receivable File as the
     subject of a bankruptcy proceeding.

               (xxiv) No Repossessions. No Financed Vehicle securing any
     Receivable is in repossession status.

               (xxv) Chattel Paper. Each Receivable constitutes "chattel
     paper" as defined in the UCC.

               (xxvi) Agreement. The representations of the Seller in Section
     3.02(a) are true and correct.

               (xxvii) Financing. As of the Cut-off Date, approximately [ ]%
     of the aggregate principal balance of the Receivables, constituting [ ]%
     of the number of Receivables, represents new vehicles; and approximately
     [100%] of the Receivables calculate interest based upon the Simple
     Interest Method. The aggregate principal balance of the Receivables, as
     of the Cut-off Date is $[ ].


                                  Article IV

                                  Conditions

     Section 4.01. Conditions to Obligation of the Depositor. The obligation
of the Depositor to purchase the Receivables is subject to the satisfaction of
the following conditions:

          (a) Representations and Warranties True. The representations and
warranties of the Seller hereunder shall be true and correct in all material
respects on the Closing Date with the same effect as if then made, and the
Seller shall have performed all obligations to be performed by it hereunder on
or prior to the Closing Date.

          (b) Computer Files Marked. The Seller shall, at its own expense, on
or prior to the Closing Date, indicate in its computer files that the
Receivables have been sold to the Depositor pursuant to this Agreement and
deliver to the Depositor the Schedule of Receivables, certified by the
Seller's President, Vice President or Treasurer to be true, correct and
complete.

          (c) Documents to be Delivered by the Seller on the Closing Date:

                    (i) Evidence of UCC Filing. On or prior to the Closing
          Date, the Seller shall record and file, at its own expense, a UCC-1
          financing statement in the State of [___] naming the Seller, as
          seller/debtor, and naming the Depositor, as buyer/secured party,
          describing the Receivables and the other assets assigned to the
          Depositor pursuant to Section 2.01, meeting the requirements of the
          laws of such jurisdiction and in such manner as is necessary to
          perfect the sale, transfer, assignment and conveyance of the
          Receivables and such other assets to the Depositor. The Seller shall
          deliver to the Depositor a file-stamped copy or other



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<PAGE>

          evidence satisfactory to the Depositor of such filing on or prior to
          the Closing Date. In the event that the Seller fails to perform its
          obligations under this clause (i), the Depositor may perform, or
          cause to be performed, such obligations, at the Seller's expense.

                    (ii) Opinions of Seller's Counsel. On or prior to the
          Closing Date, the Depositor shall have received the opinions of
          counsel to the Seller, in form and substance satisfactory to the
          Depositor, as to the matters the Depositor has heretofore requested
          or may reasonably request.

                    (iii) Other Documents. Such other documents as the
          Depositor may reasonably request.

          (d) Other Transactions. The transactions contemplated by the Sale
and Servicing Agreement, the Indenture and the Trust Agreement to be
consummated on the Closing Date shall be consummated on such date.

     Section 4.02. Conditions to Obligation of the Seller. The obligation of
the Seller to sell the Receivables to the Depositor is subject to the
satisfaction of the following conditions:

          (a) Representations and Warranties True. The representations and
warranties of the Depositor hereunder shall be true and correct on the Closing
Date with the same effect as if then made, and the Depositor shall have
performed all obligations to be performed by it hereunder on or prior to the
Closing Date.

          (b) Receivables Purchase Price. On the Closing Date, the Depositor
shall have delivered to the Seller the purchase price specified in Section
2.01 hereof.

          (c) Opinion of Counsel. The Depositor shall have furnished to the
Seller an Opinion of Counsel, dated the Closing Date, to the effect that:

                    (i) the Depositor is a corporation and has been duly
          organized, is validly existing and is in good standing under the
          laws of the State of Delaware, with all corporate power and
          authority to own its properties and conduct its business as
          described in the Prospectus;

                    (ii) this Agreement, the Sale and Servicing Agreement and
          the Trust Agreement has been duly authorized, executed and delivered
          by the Depositor and constitutes a legal, valid and binding
          obligation of the Depositor, enforceable against the Depositor in
          accordance with its terms except as limited by bankruptcy,
          insolvency, reorganization, moratorium, fraudulent conveyance,
          receivership, conservatorship or similar laws relating to or
          affecting creditors' rights generally, except that such counsel need
          express no opinion as to the availability of equitable remedies or
          the enforceability of rights of indemnification for violations of
          federal securities laws;

                    (iii) no consent, approval, authorization or order of, or
          filing with, any court or governmental agency or body is required
          for the consummation by the Depositor



                                      10
<PAGE>

          of the transactions contemplated herein, except for the filing of the
          UCC-1 financing statements relating to the conveyance of the
          Receivables and the other Receivables Property by the Seller to the
          Depositor and such other approvals (which shall be specified in such
          opinion) as have been obtained and such filings as have been made or
          are in the process of being made; and

                    (iv) none of the execution and delivery of this Agreement,
          the Sale and Servicing Agreement or the Trust Agreement, the
          consummation of any other of the transactions herein or therein
          contemplated or the fulfillment of the terms hereof or thereof will
          conflict with, result in a breach or violation of, or constitute a
          default under, the certificate of incorporation or by-laws of the
          Depositor or the terms of any indenture or other agreement or
          instrument known to such counsel and to which the Depositor is a
          party or by which it is bound, or any judgment, order or decree
          known to such counsel to be applicable to the Depositor of any
          court, regulatory body, administrative agency, governmental body, or
          arbitrator having jurisdiction over the Depositor.

          (d) Other Transactions. The transactions contemplated by the Sale
and Servicing Agreement, the Indenture and the Trust Agreement to be
consummated on the Closing Date shall be consummated on such date.


                                  Article V

                            Covenants of the Seller

     The Seller agrees with the Depositor and the Indenture Trustee as follows:

     Section 5.01. Protection of Right, Title and Interest.

          (a) Filings. The Seller shall cause at its own expense all financing
statements and continuation statements and any other necessary documents
covering the right, title and interest of the Seller, the Depositor, the Trust
and the Indenture Trustee, respectively, in and to the Receivables and the
other property included in the Trust Estate to be promptly filed and at all
times to be kept recorded, registered and filed, all in such manner and in
such places as may be required by law fully to preserve and protect the right,
title and interest of the Depositor hereunder, the Trust under the Sale and
Servicing Agreement and the Indenture Trustee under the Indenture in and to
the Receivables and the other property included in the Trust Estate. The
Seller shall deliver to the Depositor and the Indenture Trustee file stamped
copies of, or filing receipts for, any document recorded, registered or filed
as provided above, as soon as available following such recordation,
registration or filing. The Depositor shall cooperate fully with the Seller in
connection with the obligations set forth above and will execute any and all
documents reasonably required to fulfill the intent of this paragraph.

          (b) Name Change. If the Seller makes any change in its name,
identity or corporate structure that would make any financing statement or
continuation statement filed in accordance with paragraph (a) above seriously
misleading within the applicable provisions of the UCC or any title statute or
if the Seller changes the jurisdiction under whose laws it is formed,



                                      11
<PAGE>

the Seller shall give the Depositor, the Indenture Trustee and the Owner
Trustee written notice thereof at least 45 days prior to such change and shall
promptly file such financing statements or amendments as may be necessary to
continue the perfection of the Depositor's interest in the property conveyed
pursuant to Section 2.01. In the event that the Seller fails to perform its
obligations under this subsection (b), the Depositor may perform, or cause to
be performed, such obligations, at the Seller's expense.

     Section 5.02. Other Liens or Interests. Except for the conveyances
hereunder and pursuant to the Basic Documents, the Seller shall not sell,
pledge, assign or transfer to any Person, or grant, create, incur, assume, or
suffer to exist any Lien on, or any interest in, to or under the Receivables,
and the Seller shall defend the right, title and interest of the Depositor,
the Trust and the Indenture Trustee in, to and under the Receivables against
all claims of third parties claiming through or under the Seller.

     Section 5.03. Costs and Expenses. The Seller agrees to pay all
reasonable costs and disbursements in connection with the perfection, as
against all third parties claiming through or under the Seller, of the
Depositor's, the Issuer's and the Indenture Trustee's right, title and
interest in and to the Receivables and the other property included in the
Trust Estate.

     Section 5.04. Hold Harmless. The Seller shall protect, defend,
indemnify and hold the Depositor, the Issuer and their respective assigns and
their employees, officers, directors and agents harmless from and against all
losses, liabilities, claims and damages of every kind and character, including
any legal or other expenses reasonably incurred, as incurred, resulting from
or relating to or arising out of (i) the inaccuracy, nonfulfillment or breach
of any representation, warranty, covenant or agreement made by the Seller in
this Agreement, (ii) any legal action, including, without limitation, any
counterclaim, that has either been settled by the litigants or has proceeded
to judgment by a court of competent jurisdiction, in either case to the extent
it is based upon alleged facts that, if true, would constitute a breach of any
representation, warranty, covenant or agreement made by the Seller in this
Agreement, (iii) any actions or omissions of the Seller occurring prior to the
Closing Date with respect to any of the Receivables or Financed Vehicles or
(iv) any failure of a Receivable to be originated in compliance with all
applicable requirements of law. These indemnity obligations shall be in
addition to any obligation that the Seller may otherwise have.


                                  Article VI

                                Indemnification

     Section 6.01. Indemnification.

          (a) The Seller agrees to indemnify and hold harmless the Depositor,
each of its respective directors, each officer of the Depositor who signed the
Registration Statement, and each person or entity who controls the Depositor
or any such person, within the meaning of Section 15 of the Securities Act,
against any and all losses, claims, damages or liabilities, joint and several,
to which the Depositor, or any such person or entity may become subject, under
the Securities Act or otherwise, and will reimburse the Depositor, and each
such controlling person



                                      12
<PAGE>

for any legal or other expenses reasonably incurred by the Depositor or such
controlling person in connection with investigating or defending any such
loss, claims, damages or liabilities insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact made by
the Seller contained in the Prospectus Supplement or any amendment or
supplement to the Prospectus Supplement or the omission or the alleged
omission to state therein a material fact necessary in order to make the
statements in the Prospectus Supplement or any amendment or supplement to the
Prospectus Supplement, in the light of the circumstance under which they were
made, not misleading, but, in each case, only to the extent that such untrue
statement or alleged untrue statement or omission or alleged omission relates
to the information contained in the Prospectus Supplement under the captions:
[ ]; and in the Base Prospectus under the caption [ ] (such information, the
"Seller Information"). This indemnity agreement will be in addition to any
liability which the Seller may otherwise have to the Depositor or any
affiliate thereof pursuant to Section 5.04 of this Agreement or otherwise.

          (b) The Depositor agrees to indemnify and hold harmless the Seller
and each Person who controls the Seller within the meaning of Section 15 of
the Securities Act against any and all losses, claims, damages or liabilities,
joint and several, to which the Seller, or any such person or entity may
become subject, under the Securities Act or otherwise, and will reimburse the
Seller and each such controlling Person for any legal or other expenses
reasonably incurred by the Seller or such controlling Person in connection
with investigating or defending any such losses, claims, damages or
liabilities insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon (i) any untrue statement or
alleged untrue statement of material fact contained in the Registration
Statement or any amendment or supplement thereto or the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading or (ii) any untrue
statement or alleged untrue statement of any material fact contained in the
Prospectus Supplement or the Prospectus or any amendment or supplement to the
Prospectus Supplement or the Prospectus or the omission or the alleged
omission to state therein a material fact necessary in order to make the
statements in the Prospectus Supplement or the Prospectus or any amendment or
supplement to the Prospectus Supplement, in the light of the circumstances
under which they were made, not misleading, but only to the extent that such
untrue statement or alleged untrue statement or omission or alleged omission
relates to the information contained in the Prospectus Supplement or the
Prospectus other than the Seller Information. This indemnity agreement will be
in addition to any liability which the Depositor may otherwise have.

          (c) Promptly after receipt by any indemnified party under this
Article VI of notice of any claim or the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against
any indemnifying party under this Article VI, notify the indemnifying party in
writing of the claim or the commencement of that action; provided, however,
that the failure to notify an indemnifying party shall not relieve it from any
liability which it may have under this Article VI except to the extent it has
been materially prejudiced by such failure; provided, further, that the
failure to notify any indemnifying party shall not relieve it from any
liability which it may have to any indemnified party otherwise than under this
Article VI.



                                      13
<PAGE>

          If any such claim or action shall be brought against an indemnified
party, and it shall notify the indemnifying party thereof, the indemnifying
party shall be entitled to participate therein and, to the extent that it
wishes, jointly with any other similarly notified indemnifying party, to
assume the defense thereof with counsel reasonably satisfactory to the
indemnified party. After notice from the indemnifying party to the indemnified
party of its election to assume the defense of such claim or action, the
indemnifying party shall not be liable to the indemnified party under this
Article VI for any legal or other expenses subsequently incurred by the
indemnified party in connection with the defense thereof other than reasonable
costs of investigation.

          Any indemnified party shall have the right to employ separate
counsel in any such action and to participate in the defense thereof, but the
fees and expenses of such counsel shall be at the expense of such indemnified
party unless: (i) the employment thereof has been specifically authorized by
the indemnifying party in writing; (ii) such indemnified party shall have been
advised by such counsel that there may be one or more legal defenses available
to it which are different from or additional to those available to the
indemnifying party and in the reasonable judgment of such counsel it is
appropriate for such indemnified party to employ separate counsel; or (iii)
the indemnifying party has failed to assume the defense of such action and
employ counsel reasonably satisfactory to the indemnified party, in which
case, if such indemnified party notifies the indemnifying party in writing
that it elects to employ separate counsel at the expense of the indemnifying
party, the indemnifying party shall not have the right to assume the defense
of such action on behalf of such indemnified party, it being understood,
however, the indemnifying party shall not, in connection with any one such
action or separate but substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the reasonable fees and expenses of more than one separate firm of
attorneys (in addition to local counsel) at any time for all such indemnified
parties, which firm shall be designated in writing by the Depositor, if the
indemnified parties under this Article VI consist of the Depositor, or by the
Seller, if the indemnified parties under this Article VI consist of the
Seller.

          Each indemnified party, as a condition of the indemnity agreements
contained in Section 6.01(a) and (b), shall use its commercially reasonable
efforts to cooperate with the indemnifying party in the defense of any such
action or claim. An indemnifying party will not, without the prior written
consent of the indemnified parties, settle or compromise or consent to the
entry of any judgment with respect to any pending or threatened claim, action,
suit or proceeding in respect of which indemnification or contribution may be
sought hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement, compromise
or consent includes an unconditional release of each indemnified party from
all liability arising out of such claim, action, suit or proceeding.

     Section 6.02. Contribution. In order to provide for just and equitable
contribution in circumstances in which the indemnity agreement provided for in
this Article VI is for any reason held to be unenforceable although applicable
in accordance with its terms, the Seller, on the one hand, and the Depositor,
on the other, shall contribute to the aggregate losses, liabilities, claims,
damages and expenses of the nature contemplated by said indemnity agreement
incurred by the Seller and the Depositor [in such proportions as shall be
appropriate to reflect the relative



                                      14
<PAGE>

benefits received by the Seller on the one hand and the Depositor on the other
from the sale of the Receivables such that the Depositor is responsible for
that portion represented by the underwriting discount set forth on the cover
page of the Prospectus Supplement, and the Seller shall be responsible for the
balance] [in such proportions as shall be appropriate to reflect the relative
fault on the part of the Seller on the one hand and the Depositor on the
other]; provided, however, that no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 6.02, each Person,
if any, who controls the Depositor within the meaning of Section 15 of the
Securities Act shall have the same rights to contribution as the Depositor and
each Person, if any, who controls the Seller within the meaning of Section 15
of the Securities Act shall have the same rights to contribution as the
Seller. Notwithstanding anything in this Section 6.02 to the contrary, the
Depositor shall not be required to contribute an amount in excess of the
amount of the underwriting discount appearing on the cover page of the
Prospectus Supplement.


                                 Article VII

                           Miscellaneous Provisions

     Section 7.01. Obligations of Seller. The obligations of the Seller under
this Agreement shall not be affected by reason of any invalidity, illegality or
irregularity of any Receivable.

     Section 7.02. Repurchase Events. The Seller hereby covenants and agrees
with the Depositor for the benefit of the Depositor, the Indenture Trustee,
the Issuer, the Owner Trustee, the Certificateholders and the Noteholders that
the occurrence of a breach of any of the Seller's representations and
warranties contained in Section 3.02(b) that materially and adversely affects
the interests of the Issuer, the Indenture Trustee, the Owner Trustee, the
Certificateholders or the Noteholders in any Receivable, without regard to any
limitation set forth in such representation or warranty concerning the
knowledge of the Seller as to the facts stated therein, shall constitute an
event obligating the Seller to repurchase the Receivables to which such
failure or breach is applicable (each, a "Repurchase Event"), at the Purchase
Amount, from the Depositor, unless any such failure or breach shall have been
cured by the last day of the first Collection Period commencing after the
discovery or notice thereof by or to the Seller or the Servicer.

     Section 7.03. Depositor Assignment of Repurchased Receivables. With
respect to all Receivables repurchased by the Seller pursuant to this
Agreement, the Depositor shall assign, without recourse, representation or
warranty, to the Seller all of the Depositor's right, title and interest in
and to such Receivables and all security and documents relating thereto.

     Section 7.04. Transfer to the Issuer. The Seller acknowledges and agrees
that (1) the Depositor will, pursuant to the Sale and Servicing Agreement,
transfer and assign the Receivables and assign its rights under this Agreement
with respect thereto to the Issuer and, pursuant to the Indenture, the Issuer
will pledge the Receivables to the Indenture Trustee, and (2) the
representations and warranties contained in this Agreement and the rights of
the Depositor under this Agreement, including under Section 7.02, are intended
to benefit the Issuer, the Indenture Trustee, the Noteholders and the
Certificateholder. The Seller hereby consents to



                                      15
<PAGE>

such transfers and assignments and agree that enforcement of a right or remedy
hereunder by the Indenture Trustee, the Owner Trustee or the Issuer shall have
the same force and effect as if the right or remedy had been enforced or
executed by the Depositor.

     Section 7.05. Amendment. This Agreement may be amended from time to time,
with prior written notice to the Rating Agencies, but without the consent of
the Noteholders or the Certificateholders, by a written amendment duly
executed and delivered by the Seller and the Depositor, 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
Noteholders or Certificateholders; provided that such amendment shall not, as
evidenced by an Opinion of Counsel, materially and adversely affect the
interest of any Noteholder or Certificateholder; provided, further, that such
action shall be deemed not to adversely affect in any material respect the
interests of any Noteholder or Certificateholder and no Opinion of Counsel to
that effect shall be required if the person requesting the amendment obtains a
letter from the Rating Agencies stating that the amendment would not result in
the downgrading or withdrawal of the ratings of then assigned to the Notes and
the Certificates. This Agreement may also be amended by the Seller and the
Depositor, with prior written notice to the Rating Agencies and the prior
written consent of [Holders of Notes evidencing at least a majority of the
Outstanding Amount of the Class [ ] Notes, Holders of Class [ ] Notes
evidencing at least a majority of the Class [ ] Note Balance and Holders of
Class [ ] Certificates evidencing at least a majority of the Class [ ]
Certificate Balance (excluding, for purposes of this Section 7.05,
Certificates held by the Seller or any of its affiliates)], 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 may (i) increase or reduce in any manner the amount of, or
accelerate or delay the timing of, collections of payments on Receivables or
distributions that are required to be made for the benefit of Noteholders or
Certificateholders or (ii) reduce the aforesaid percentage of [the Class [ ]
Notes, the Class [ ] Notes or the Class [ ] Certificates] that is required to
consent to any such amendment, without the consent of the Holders of all the
outstanding Notes and Certificates.

     Section 7.06. Waivers. No failure or delay on the part of the Depositor,
the Issuer or the Indenture Trustee in exercising any power, right or remedy
under this Agreement shall operate as a waiver thereof, nor shall any single
or partial exercise of any such power, right or remedy preclude any other or
further exercise thereof or the exercise of any other power, right or remedy.

     Section 7.07. Notices. All demands, notices and communications under this
Agreement shall be in writing, personally delivered, faxed and followed by
first class mail, or mailed by certified mail, return receipt requested, and
shall be deemed to have been duly given upon receipt (a) in the case of the
Depositor, to Bear Stearns Asset Backed Funding Inc., c/o Bear Stearns & Co.
Inc., 383 Madison Avenue, New York, New York 10179, Facsimile: (212) 272-0979,
Attention: [            ]; (b) in the case of the Servicer, Administrator and
Custodian, to [              ] Attention: [            ], (c) in the case of
the Seller, [         ], Attention: [            ]; (d) in the case of the
Issuer or the Owner Trustee, at the Corporate Trust Administration Department
(as defined in the Trust Agreement); (e) in the case of [RATING AGENCY], to
[ADDRESS], Attention: [___], and (f) in the case of [RATING AGENCY], to
[ADDRESS], Attention: [___];




                                      16
<PAGE>

or, as to each of the foregoing, at such other address as shall be designated
by written notice to the other parties.

     Section 7.08. Costs and Expenses. The Seller shall pay all expenses
incident to the performance of its obligations under this Agreement and the
Seller agrees to pay all reasonable out-of-pocket costs and expenses of the
Depositor, in connection with the perfection of the Depositor's, the Issuer's
and the Indenture Trustee's right, title and interest in and to the
Receivables and the enforcement of any obligation of the Seller hereunder as
contemplated by the Basic Documents.

     Section 7.09. Representations of the Seller and the Depositor. The
respective agreements, representations, warranties and other statements by the
Seller and the Depositor set forth in or made pursuant to this Agreement shall
remain in full force and effect and will survive the closing under Section
2.02 and the transfers and assignments referred to in Section 7.04.

     Section 7.10. Confidential Information. The Depositor agrees that it will
neither use nor disclose to any Person the names and addresses of the Obligors
or any other personally identifiable information of an Obligor, except in
connection with the enforcement of the Depositor's rights hereunder, under the
Receivables, under the Sale and Servicing Agreement or any other Basic
Document, or as required by any of the foregoing or by law.

     Section 7.11. Headings and Cross-References. The various headings in this
Agreement are included for convenience only and shall not affect the meaning
or interpretation of any provision of this Agreement. References in this
Agreement to section names or numbers and to appendices, exhibits or schedules
are to such Sections, Appendices, Exhibits or Schedules, as applicable, of
this Agreement.

     Section 7.12. GOVERNING LAW. THIS AGREEMENT AND THE ASSIGNMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO CONFLICT OF LAWS PROVISIONS THAT WOULD APPLY THE LAW OF A JURISDICTION
OTHER THAN THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF
THE PARTIES HEREUNDER OR THEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.

     Section 7.13. Counterparts. This Agreement may be executed in
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.

     Section 7.14. Third Party Beneficiary. The Indenture Trustee is an
express third party beneficiary of this Agreement and shall be entitled to
enforce the provisions of this Agreement as if it were a party hereto.

     Section 7.15. No Proceedings. So long as this Agreement is in effect, and
for one year plus one day following its termination, each of the Seller and
the Depositor agrees that it will not file any involuntary petition or
otherwise institute any bankruptcy, reorganization arrangement, insolvency or
liquidation proceeding or other proceedings under any federal or state
bankruptcy law or similar law against the Trust.



                                      17
<PAGE>

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

                              [SELLER], as Seller

                              By:_________________________________
                                 Name:
                                 Title:


                              BEAR STEARNS ASSET BACKED FUNDING INC.,
                              as Depositor

                              By:_________________________________
                                 Name:
                                 Title:

<PAGE>

                                  SCHEDULE A

                            Schedule of Receivables
                            -----------------------

                     [On file with the Indenture Trustee]

<PAGE>

                                  SCHEDULE B

                         Location of Receivable Files
                         ----------------------------


[___]


<PAGE>

                                  APPENDIX A

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

                               Form of Appendix A

                             DEFINITIONS AND USAGE

     The following rules of construction and usage shall be applicable to any
agreement or instrument that is governed by this Appendix:

     (a) All terms defined in this Appendix shall have the defined meanings
when used in any agreement or instrument governed hereby and in any certificate
or other document made or delivered pursuant thereto unless otherwise defined
therein.

     (b) As used herein, in any agreement or instrument governed hereby and in
any certificate or other document made or delivered pursuant thereto,
accounting terms not defined in this Appendix or in any such agreement,
instrument, certificate or other document, and accounting terms partly defined
in this Appendix or in any such agreement, instrument, certificate or other
document, to the extent not defined, shall have the respective meanings given
to them under generally accepted accounting principles as in effect on the date
of such agreement or instrument. To the extent that the definitions of
accounting terms in this Appendix or in any such agreement, instrument,
certificate or other document are inconsistent with the meanings of such terms
under generally accepted accounting principles, the definitions contained in
this Appendix or in any such instrument, certificate or other document shall
control.

     The words "hereof," "herein," "hereunder" and words of similar import when
used in an agreement or instrument refer to such agreement or instrument as a
whole and not to any particular provision or subdivision thereof; references in
an agreement or instrument to "Article," "Section" or another subdivision or to
an attachment are, unless the context otherwise requires, to an article,
section or subdivision of or an attachment to such agreement or instrument; and
the term "including" and its variations means "including without limitation."

     The definitions contained in this Appendix are equally applicable to both
the singular and plural forms of such terms and to the masculine as well as to
the feminine and neuter genders of such terms.

     Any agreement, instrument or statute defined or referred to below or in
any agreement or instrument that is governed by this Appendix means such
agreement or instrument or statute as from time to time amended, modified or
supplemented, including (in the case of agreements or instruments) by waiver or
consent and (in the case of statutes) by succession of comparable successor
statutes and includes (in the case of agreements or instruments) references to
all attachments thereto and instruments incorporated therein. References to a
Person are also to its permitted successors and assigns.

                                  Definitions

     "Accrued Class A Note Interest" shall mean, with respect to any Payment
Date, the sum of the Class A Noteholders' Monthly Accrued Interest for such
Payment Date and the Class A Noteholders' Interest Carryover Shortfall for such
Payment Date.

<PAGE>


     "Accrued Class B Note Interest" shall mean, with respect to any Payment
Date, the sum of the Class B Noteholders' Monthly Accrued Interest for such
Payment Date and the Class B Noteholders' Interest Carryover Shortfall for such
Payment Date.

     "Accrued Class C Note Interest" shall mean, with respect to any Payment
Date, the sum of the Class C Noteholders' Monthly Accrued Interest for such
Payment Date and the Class C Noteholders' Interest Carryover Shortfall for such
Payment Date.

     "Accrued Class D Certificate Interest" shall mean, with respect to any
Payment Date, the sum of the Class D Certificateholders' Monthly Accrued
Interest for such Payment Date and the Class D Certificateholders' Interest
Carryover Shortfall for such Payment Date.

     "Act" shall have the meaning specified in Section 11.3(a) of the
Indenture.

     "Administration Agreement" shall mean the Administration Agreement, dated
as of [ ], by and among the Administrator, the Issuer[, the Depositor] and the
Indenture Trustee.

     "Administrator" shall mean [ ], in its capacity as administrator under the
Administration Agreement, or any successor Administrator thereunder.

     ["Advance" shall mean the amount of interest, as of a Determination Date,
which the [related] [Receivables] Servicer is required to advance on the
Receivables pursuant to Section [ ] of the [related] Servicing Agreement.]

     "Affiliate" shall mean, with respect to any specified Person, any other
Person controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, "control" when used with respect
to any Person shall mean the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" shall have meanings correlative to the foregoing.

     "Amount Financed" shall mean, with respect to a Receivable, the amount
advanced under the Receivable toward the purchase price of the Financed Vehicle
and any related costs.

     "Annual Percentage Rate" or "APR" of a Receivable shall mean the annual
rate of finance charges stated in the Receivable.

     "Applicable Tax State" shall mean, as of any date of determination, each
State as to which any of the following is then applicable: (a) a State in which
the Owner Trustee maintains its Corporate Trust Office [and (b) the State of
_____].

     "Authenticating Agent" shall have the meaning specified in Section 2.14 of
the Indenture or 3.14 of the Trust Agreement, as applicable.

     "Authorized Officer" shall mean, (i) with respect to the Issuer, any
officer within the Corporate Trust Office of the Owner Trustee, including any
vice president, assistant vice president, secretary, assistant secretary or any
other officer of the Owner Trustee customarily


                                       2
<PAGE>

performing functions similar to those performed by any of the above designated
officers and, for so long as the Administration Agreement is in full force and
effect, any officer of the Administrator who is authorized to act for the
Administrator in matters relating to the Issuer and to be acted upon by the
Administrator pursuant to the Administration Agreement; and (ii) with respect
to the Indenture Trustee or the Owner Trustee, any officer within the Corporate
Trust Office of the Indenture Trustee or the Owner Trustee, as the case may be,
including any vice president, assistant vice president, secretary, assistant
secretary or any other officer of the Indenture Trustee or the Owner Trustee,
as the case may be, customarily performing functions similar to those performed
by any of the above designated officers and also, with respect to a particular
matter, any other officer to whom such matter is referred because of such
officer's knowledge of and familiarity with the particular subject and shall
also mean, with respect to the Owner Trustee, any officer of the Administrator.

     "Available Collections" shall mean, for any Payment Date, the sum of the
following amounts with respect to the Collection Period preceding such Payment
Date: (i) all payments collected with respect to Receivables; (ii) all
Liquidation Proceeds attributable to Receivables which were designated as
Defaulted Receivables in prior Collection Periods in accordance with the
[related] [Receivables] Servicer's customary servicing procedures; (iii) [all
Advances made by the [related] [Receivables] Servicer of interest due on the
Receivables]; (iv) the Purchase Amount received with respect to each Receivable
that became a Purchased Receivable during such Collection Period; and (v)
partial prepayments of any refunded item included in the principal balance of a
Receivable, such as extended warranty protection plan costs, or physical
damage, credit life, disability insurance premiums, or any partial prepayment
which causes a reduction in the Obligor's periodic payment to an amount below
the Scheduled Payment as of the Cut-off Date; provided however, that in
calculating the Available Collections the following will be excluded: (a)
[amounts received on any Receivable to the extent that the [related]
[Receivables] Servicer has previously made an unreimbursed Advance on such
Receivable and the amount received exceeds the accrued and unpaid interest on
such Receivable]; (b) [amounts received on any of the Receivables to the extent
that the [related] [Receivables] Servicer has previously made an unreimbursed
Advance on a Receivable which is not recoverable from collections on the
particular Receivable]; (c) all payments and proceeds (including Liquidation
Proceeds) of any Receivables the Purchase Amount of which has been included in
the Available Funds in a prior Collection Period; [(d) Liquidation Proceeds
with respect to a Receivable attributable to accrued and unpaid interest
thereon (but not including interest for the then current Collection Period) but
only to the extent of any unreimbursed Advances; and (e) amounts constituting
the Supplemental Servicing Fee].

     "Available Funds" shall mean, for any Payment Date, the sum of the
Available Collections for such Payment Date and the Reserve Account Excess
Amount for such Payment Date.

     "Bankruptcy Code" shall mean the United States Bankruptcy Code, 11 U.S.C.
101 et seq., as amended.

     "Basic Documents" shall mean the Certificate of Trust, the Trust
Agreement, the Servicing Agreement, the Receivables Purchase Agreement, the
Indenture, the Administration


                                       3
<PAGE>


Agreement, the Underwriting Agreement, the Note Depository Agreement and the
other documents and certificates delivered in connection therewith.

     "Book-Entry Certificate" shall mean, a beneficial interest in any of the
Class D Certificates or the Class E Certificates issued in book-entry form as
described in Section 3.2 of the Trust Agreement.

     "Book-Entry Note" shall mean a beneficial interest in any of the Class A-1
Notes, the Class A-2 Notes, the Class B Notes and the Class C Notes, in each
case issued in book-entry form.

     "Business Day" shall mean any day other than a Saturday, a Sunday or a day
on which banking institutions or trust companies in the State of New York, the
State of Delaware or [ ] are authorized by law, regulation or executive order
to be closed.

     "Certificates" shall mean the Class D Certificates and the Class E
Certificates, collectively.

     "Certificate Balance" shall mean, as the context so requires, (i) with
respect to all the Class D Certificates, an amount equal to, initially, the
Initial Certificate Balance of the Class D Certificates and, thereafter, an
amount equal to the Initial Certificate Balance of the Class D Certificates,
reduced by all amounts distributed to Class D Certificateholders and allocable
to principal or (ii) with respect to any Class D Certificate, an amount equal
to, initially, the initial denomination of such Class D Certificate and,
thereafter, an amount equal to such initial denomination, reduced by all
amounts distributed in respect of such Class D Certificate and allocable to
principal; provided, that, unless all of the Certificates are owned by the
Depositor or an Affiliate of the Depositor, in determining whether the holders
of Class D Certificates evidencing the requisite portion or percentage of the
Certificate Balance have given any request, demand, authorization, direction,
notice, consent, or waiver hereunder or under any Basic Document, Class D
Certificates owned by the Issuer, any other obligor upon the Class D
Certificates, the Depositor, the Seller, [the] [any] [Servicer] or any
Affiliate of any of the foregoing Persons shall be disregarded and deemed to be
excluded from the Certificate Balance except that, in determining whether the
Indenture Trustee and Owner Trustee shall be protected in relying on any such
request, demand, authorization, direction, notice, consent, or waiver, only
Class D Certificates that a Trustee Officer of the Indenture Trustee, if
applicable, and an Authorized Officer of the Owner Trustee with direct
responsibility for the administration of the Trust Agreement, if applicable,
knows to be so owned shall be so disregarded. Class D Certificates so owned
that have been pledged in good faith may be regarded as included in the
Certificate Balance if the pledgee establishes to the satisfaction of the
Indenture Trustee or the Owner Trustee, as applicable, the pledgee's right so
to act with respect to such Class D Certificates and that the pledgee is not
the Issuer, any other obligor upon the Certificates, the Depositor, the Seller,
[the] [any] [Servicer] or any Affiliate of any of the foregoing Persons.

     "Certificate Distribution Account" shall mean the account established and
maintained as such pursuant to Section [ ] of the Servicing Agreement.


                                       4
<PAGE>


     "Certificate Owner" shall mean, with respect to any Book-Entry
Certificate, the Person who is the beneficial owner of the Book-Entry
Certificate, as reflected on the books of the Clearing Agency or on the books
of a Person maintaining an account with such Clearing Agency (directly as a
Clearing Agency Participant or as an indirect participant, in each case in
accordance with the rules of such Clearing Agency).

     "Certificateholder" or "holder of a Certificate" shall mean a Person in
whose name a Certificate is registered in the Certificate Register.

     "Certificate of Trust" shall mean the Certificate of Trust in the form of
Exhibit B to the Trust Agreement filed for the Trust pursuant to Section
3810(a) of the Statutory Trust Statute.

     "Certificate Paying Agent" shall mean any paying agent or co-paying agent
appointed pursuant to Section 3.10 of the Trust Agreement and shall initially
be the Owner Trustee.

     "Certificate Pool Factor" shall mean, as of the close of business on the
last day of a Collection Period, a nine-digit decimal figure equal to the
Certificate Balance of the Class D Certificates (after giving effect to any
reductions therein to be made on the immediately following Payment Date)
divided by the Initial Certificate Balance of the Class D Certificates. Each
Certificate Pool Factor will be 1.000000000 as of the Closing Date; thereafter,
each Certificate Pool Factor will decline to reflect reductions in the
Certificate Balance of the Class D Certificates.

     "Certificate Register" and "Certificate Registrar" shall have the
respective meanings specified in Section 3.5 of the Trust Agreement.

     "Class" shall mean (i) a class of Notes, which may be the Class A-1 Notes,
the Class A-2 Notes, the Class B Notes or the Class C Notes or (ii) a class of
Certificates, which may be the Class D Certificates or the Class E
Certificates.

     "Class A Notes" shall mean, collectively, the Class A-1 Notes and the
Class A-2 Notes.

     "Class A Noteholders' Interest Carryover Shortfall" shall mean, for any
Payment Date, the excess of the Accrued Class A Note Interest for the preceding
Payment Date over the amount in respect of interest that is actually paid to
Noteholders of Class A Notes on such preceding Payment Date, plus interest on
the amount of interest due but not paid to Noteholders of Class A Notes on the
preceding Payment Date, to the extent permitted by law, at the respective Note
Interest Rates borne by such Class A Notes for the related Interest Period.

     "Class A Noteholders' Monthly Accrued Interest" shall mean, with respect
to any Payment Date, the aggregate interest accrued for the related Interest
Period on the Class A-1 Notes and the Class A-2 Notes at the respective Note
Interest Rate for such Class in accordance with its terms on the outstanding
principal amount of the Notes of each such Class on the immediately preceding
Payment Date or the Closing Date, as the case may be, after giving effect to
all payments of principal to the holders of the Notes of such Class on or prior
to such preceding Payment Date.


                                       5
<PAGE>


     "Class A-1 Final Scheduled Payment Date" shall mean the [ ] Payment Date.

     "Class A-1 Noteholder" shall mean the Person in whose name a Class A-1
Note is registered on the Note Register.

     "Class A-1 Noteholders' Interest Carryover Shortfall" shall mean, for any
Payment Date, the excess of the Accrued Class A-1 Note Interest for the
preceding Payment Date over the amount in respect of interest that is actually
paid to Noteholders of Class A-1 Notes on such preceding Payment Date, plus
interest on the amount of interest due but not paid to Noteholders of Class A-1
Notes on the preceding Payment Date, to the extent permitted by law, at the
respective Note Interest Rates borne by such Class A-1 Notes for the related
Interest Period.

     "Class A-1 Noteholders' Monthly Accrued Interest" shall mean, with respect
to any Payment Date, the aggregate interest accrued for the related Interest
Period on the Class A-1 Notes at the Class A-1 Rate in accordance with its
terms on the outstanding principal amount of the Notes of such Class on the
immediately preceding Payment Date or the Closing Date, as the case may be,
after giving effect to all payments of principal to the holders of the Notes of
such Class on or prior to such preceding Payment Date.

     "Class A-1 Notes" shall mean the $[ ] aggregate initial principal amount
Class A-1 [ ]% Asset Backed Notes issued by the Trust pursuant to the
Indenture, substantially in the form of Exhibit A-1 to the Indenture.

     "Class A-1 Rate" shall mean [ ]% per annum. [Interest with respect to the
Class A-1 Notes shall be computed on the basis of actual days elapsed in the
applicable Interest Period divided by 360 for all purposes of the Basic
Documents.]

     "Class A-2 Final Scheduled Payment Date" shall mean the [ ] Payment Date.

     "Class A-2 Noteholder" shall mean the Person in whose name a Class A-2
Note is registered on the Note Register.

     "Class A-2 Noteholders' Interest Carryover Shortfall" shall mean, for any
Payment Date, the excess of the Accrued Class A-2 Note Interest for the
preceding Payment Date over the amount in respect of interest that is actually
paid to Noteholders of Class A-2 Notes on such preceding Payment Date, plus
interest on the amount of interest due but not paid to Noteholders of Class A-1
Notes on the preceding Payment Date, to the extent permitted by law, at the
respective Note Interest Rates borne by such Class A-2 Notes for the related
Interest Period.

     "Class A-2 Noteholders' Monthly Accrued Interest" shall mean, with respect
to any Payment Date, the aggregate interest accrued for the related Interest
Period on the Class A-2 Notes at the Class A-2 Rate in accordance with its
terms on the outstanding principal amount of the Notes of such Class on the
immediately preceding Payment Date or the Closing Date, as the case may be,
after giving effect to all payments of principal to the holders of the Notes of
such Class on or prior to such preceding Payment Date.


                                       6
<PAGE>


     "Class A-2 Notes" shall mean the $[ ] aggregate initial principal amount
Class A-2 [ ]% Asset Backed Notes issued by the Trust pursuant to the
Indenture, substantially in the form of Exhibit A-2 to the Indenture.

     "Class A-2 Rate" shall mean [ ]% per annum. [Interest with respect to the
Class A-2 Notes shall be computed on the basis of a 360-day year consisting of
twelve 30-day months for all purposes of the Basic Documents.]

     "Class B Final Scheduled Payment Date" shall mean the [ ] Payment Date.

     "Class B Noteholder" shall mean the Person in whose name a Class B Note is
registered on the Note Register.

     "Class B Notes" shall mean the $[ ] aggregate initial principal amount
Class B [ ]% Asset Backed Notes issued by the Trust pursuant to the Indenture,
substantially in the form of Exhibit A-3 to the Indenture.

     "Class B Noteholders' Interest Carryover Shortfall" shall mean, for any
Payment Date, the excess of the Accrued Class B Note Interest for the preceding
Payment Date over the amount in respect of interest that is actually paid to
Noteholders of Class B Notes on such preceding Payment Date, plus interest on
the amount of interest due but not paid to Noteholders of Class B Notes on the
preceding Payment Date, to the extent permitted by law, at the respective Note
Interest Rates borne by such Class B Notes for the related Interest Period.

     "Class B Noteholders' Monthly Accrued Interest" shall mean, with respect
to any Payment Date, the aggregate interest accrued for the related Interest
Period on the Class B Notes at the Class B Rate in accordance with its terms on
the outstanding principal amount of the Notes of such Class on the immediately
preceding Payment Date or the Closing Date, as the case may be, after giving
effect to all payments of principal to the holders of the Notes of such Class
on or prior to such preceding Payment Date.

     "Class B Rate" shall mean [ ]% per annum. [Interest with respect to the
Class B Notes shall be computed on the basis of a 360-day year consisting of
twelve 30-day months for all purposes of the Basic Documents.]

     "Class C Final Scheduled Payment Date" shall mean the [ ] Payment Date.

     "Class C Noteholder" shall mean the Person in whose name a Class C Note is
registered on the Note Register.

     "Class C Notes" shall mean the $[ ] aggregate initial principal amount
Class C [ ]% Asset Backed Notes issued by the Trust pursuant to the Indenture,
substantially in the form of Exhibit A-4 to the Indenture.

     "Class C Rate" shall mean [ ]% per annum. [Interest with respect to the
Class C Notes shall be computed on the basis of a 360-day year consisting of
twelve 30-day months for all purposes of the Basic Documents.]


                                       7
<PAGE>


     "Class C Noteholders' Interest Carryover Shortfall" shall mean, for any
Payment Date, the excess of the Accrued Class C Note Interest for the preceding
Payment Date over the amount in respect of interest that is actually paid to
Noteholders of Class C Notes on such preceding Payment Date, plus interest on
the amount of interest due but not paid to Noteholders of Class C Notes on the
preceding Payment Date, to the extent permitted by law, at the respective Note
Interest Rates borne by such Class C Notes for the related Interest Period.

     "Class C Noteholders' Monthly Accrued Interest" shall mean, with respect
to any Payment Date, the aggregate interest accrued for the related Interest
Period on the Class C Notes at the Class C Rate in accordance with its terms on
the outstanding principal amount of the Notes of such Class on the immediately
preceding Payment Date or the Closing Date, as the case may be, after giving
effect to all payments of principal to the holders of the Notes of such Class
on or prior to such preceding Payment Date.

     "Class D Certificateholder" shall mean the Person in whose name a Class D
Certificate is registered in the Certificate Register.

     "Class D Certificateholders' Interest Carryover Shortfall" shall mean,
with respect to any Payment Date, the excess of the Accrued Class D Certificate
Interest for the preceding Payment Date over the amount in respect of interest
that is actually paid to Class D Certificateholders on such preceding Payment
Date, plus thirty (30) days of interest on such excess, to the extent permitted
by law, at the Class D Rate.

     "Class D Certificateholders' Monthly Accrued Interest" shall mean, with
respect to any Payment Date, the aggregate interest accrued for the related
Interest Period on the Class D Certificates at the Class D Rate in accordance
with its terms on the Certificate Balance on the immediately preceding Payment
Date or the Closing Date, as the case may be, after giving effect to all
distributions allocable to the reduction of the Certificate Balance made on or
prior to such preceding Payment Date.

     "Class D Certificates" shall mean the $[ ] aggregate initial principal
balance Class D [ ]% Asset Backed Certificates evidencing the beneficial
interest of a Class D Certificateholder in the property of the Trust,
substantially in the form of Exhibit A to the Trust Agreement; provided,
however, that the Owner Trust Estate has been pledged to the Indenture Trustee
to secure payment of the Notes and that the rights of the Class D
Certificateholders to receive distributions on the Class D Certificates are
subordinated to the rights of the Noteholders as described in the Servicing
Agreement, the Indenture and the Trust Agreement.

     "Class D Final Scheduled Payment Date" shall mean the [ ] Payment Date.

     "Class D Rate" shall mean [ ]% per annum. [Interest with respect to the
Class D Certificates shall be computed on the basis of a 360-day year
consisting of twelve 30-day months for all purposes of the Basic Documents.]

     "Class E Certificateholder" shall mean the Person in whose name a Class E
Certificate is registered in the Certificate Register.


                                       8
<PAGE>


     "Class E Certificates" shall mean the Class E Asset Backed Certificates
evidencing the beneficial interest of a Class E Certificateholder in the
property of the Trust, substantially in the form of Exhibit B to the Trust
Agreement; provided, however, that the Owner Trust Estate has been pledged to
the Indenture Trustee to secure payment of the Notes and that the rights of the
Class E Certificateholders to receive distributions on the Class E Certificates
are subordinated to the rights of the Noteholders as described in the Servicing
Agreement, the Indenture and the Trust Agreement.

     "Clearing Agency" shall mean an organization registered as a "clearing
agency" pursuant to Section 17A of the Exchange Act.

     "Clearing Agency Participant" shall mean a broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency effects book-entry transfers and pledges of securities deposited with
the Clearing Agency.

     "Closing Date" shall mean [ ].

     "Code" shall mean the Internal Revenue Code of 1986, as amended, and
Treasury Regulations promulgated thereunder.

     "Collateral" shall have the meaning specified in the Granting Clause of
the Indenture.

     "Collection Account" shall mean the account or accounts established and
maintained as such pursuant to Section [ ] of the Servicing Agreement.

     "Collection Period" shall mean, with respect to the first Payment Date,
the period from and including the Cut-off Date to and including [ ] and, with
respect to each subsequent Payment Date, the calendar month preceding the
calendar month in which the Payment Date occurs.

     "Collections" shall mean all amounts collected by the [related]
[Receivables] Servicer (from whatever source) on or with respect to the
Receivables.

     "Commission" shall mean the Securities and Exchange Commission.

     ["Computer Tape" shall mean the computer tape generated by the Seller
which provides information relating to the Receivables and which was used by
the Seller in selecting the Receivables conveyed to the Trust hereunder.]

     "Corporate Trust Office" shall mean, (i) with respect to the Owner
Trustee, the principal corporate trust office of the Owner Trustee located at [
] or at such other address as the Owner Trustee may designate from time to time
by notice to the Certificateholders and the Depositor, or the principal
corporate trust office of any successor Owner Trustee (the address of which the
successor Owner Trustee will notify the Certificateholders and the Depositor);
and (ii) with respect to the Indenture Trustee, the principal corporate trust
office of the Indenture Trustee located at [ ], or at such other address as the
Indenture Trustee may designate from time to time by notice to the Noteholders
and the Issuer, or the principal corporate trust office of any successor
Indenture


                                       9
<PAGE>


Trustee (the address of which the successor Indenture Trustee will notify the
Noteholders and the Issuer).

     "Cut-off Date" shall mean [ ].

     "Dealer" shall mean a dealer who sold a Financed Vehicle and who
originated and sold the related Receivable, directly or indirectly, to [a]
[the] Seller.

     "Default" shall mean any occurrence that is, or with notice or the lapse
of time or both would become, an Event of Default.

     "Defaulted Receivable" shall mean a Receivable (i) that the [related]
[Receivables] Servicer determines is unlikely to be paid in full or (ii) with
respect to which at least [ ]% of a Scheduled Payment is [ ] or more days
delinquent as of the end of a calendar month.

     "Definitive Certificates" shall have the meaning specified in Section 3.12
of the Trust Agreement.

     "Definitive Notes" shall have the meaning specified in Section 2.11 of the
Indenture.

     "Depositor" shall mean Bear Stearns Asset Backed Funding Inc., a Delaware
corporation and its successors and permitted assigns.

     "Determination Date" shall mean, with respect to any Collection Period,
the [second] Business Day immediately preceding the Payment Date following such
Collection Period.

     "Eligible Deposit Account" shall mean either (i) a segregated account with
an Eligible Institution or (ii) a segregated trust account with the corporate
trust department of a depository institution organized under the laws of the
U.S. or any one of the states thereof or the District of Columbia (or any
domestic branch of a foreign bank), having corporate trust powers and acting as
trustee for funds deposited in such account, so long as any of the securities
of such depository institution have a credit rating from each Rating Agency in
one of its generic rating categories which signifies investment grade.

     "Eligible Institution" shall mean either (i) the corporate trust
department of the Indenture Trustee or the related Trustee, as applicable; or
(ii) a depository institution organized under the laws of the U.S. or any one
of the states thereof or the District of Columbia (or any domestic branch of a
foreign bank), (1) which has either (A) a long-term unsecured debt rating of at
least "AA-" by Standard & Poor's and "Baa3" by Moody's or (B) a short-term
unsecured debt rating or certificate of deposit rating of "A-1+" by Standard &
Poor' and "P-1" by Moody's and (2) whose deposits are insured by the Federal
Deposit Insurance Corporation.

     "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended.

     "Event of Default" shall have the meaning specified in Section 5.1 of the
Indenture.


                                      10
<PAGE>


     "Event of Servicing Termination" shall mean an event specified in Section
[ ] of the Servicing Agreement.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

     "Executive Officer" shall mean, with respect to any corporation, the Chief
Executive Officer, Chief Operating Officer, Chief Financial Officer, President,
Executive Vice President, any Vice President, the Secretary or the Treasurer of
such corporation and, with respect to any partnership, any general partner
thereof.

     "Expenses" shall have the meaning assigned to such term in Section 7.2 of
the Trust Agreement.

     "Final Scheduled Payment Date" shall mean, with respect to (i) the Class
A-1 Notes, the Class A-1 Final Scheduled Payment Date, (ii) the Class A-2
Notes, the Class A-2 Final Scheduled Payment Date, (iii) the Class B Notes, the
Class B Final Scheduled Payment Date, (iv) the Class C Notes, the Class C Final
Scheduled Payment Date, and (v) the Class D Certificates, the Class D Final
Scheduled Payment Date.

     "Financed Vehicle" shall mean a new or used automobile or light-duty
truck, together with all accessions thereto, securing an Obligor's indebtedness
under the respective Receivable.

     "Grant" shall mean to mortgage, pledge, bargain, sell, warrant, alienate,
remise, release, convey, assign, transfer, create, and to grant a lien upon and
a security interest in and right of set-off against, and to deposit, set over
and confirm pursuant to the Indenture. A Grant of the Collateral or of any
other agreement or instrument shall include all rights, powers and options (but
none of the obligations) of the granting party thereunder, including the
immediate and continuing right to claim for, collect, receive and give receipt
for principal and interest payments in respect of the Collateral and all other
monies payable thereunder, to give and receive notices and other
communications, to make waivers or other agreements, to exercise all rights and
options, to bring Proceedings in the name of the granting party or otherwise,
and generally to do and receive anything that the granting party is or may be
entitled to do or receive thereunder or with respect thereto.

     "Indemnified Parties" shall have the meaning assigned to such term in
Section 7.2 of the Trust Agreement.

     "Indenture" shall mean the Indenture, dated as of [ ], by and between the
Trust and the Indenture Trustee.

     "Indenture Trustee" shall mean [ ], a [ ], not in its individual capacity
but solely as Indenture Trustee under the Indenture, or any successor Indenture
Trustee under the Indenture.

     "Indenture Trust Estate" shall mean all money, instruments, rights and
other property that are subject or intended to be subject to the lien and
security interest of Indenture for the benefit of the Noteholders (including,
without limitation, all property and interests Granted to the Indenture
Trustee), including all proceeds thereof.


                                      11
<PAGE>


     "Independent" shall mean, when used with respect to any specified Person,
that such Person (a) is in fact independent of the Issuer, any other obligor on
the Notes, the Seller and any Affiliate of any of the foregoing Persons, (b)
does not have any direct financial interest or any material indirect financial
interest in the Issuer, any such other obligor, the Seller or any Affiliate of
any of the foregoing Persons and (c) is not connected with the Issuer, any such
other obligor, the Seller or any Affiliate of any of the foregoing Persons as
an officer, employee, promoter, underwriter, trustee, partner, director or
person performing similar functions.

     "Independent Certificate" shall mean a certificate or opinion to be
delivered to the Indenture Trustee under the circumstances described in, and
otherwise complying with, the applicable requirements of Section 11.1 of the
Indenture, made by an Independent appraiser or other expert appointed by an
Issuer Order and approved by the Indenture Trustee in the exercise of
reasonable care, and such opinion or certificate shall state that the signer
has read the definition of "Independent" in the Indenture and that the signer
is Independent within the meaning thereof.

     "Initial Certificate Balance" shall mean $[ ].

     "Initial Pool Balance" shall mean $[ ].

     "Insolvency Event" shall mean, with respect to any Person, (i) the making
of a general assignment for the benefit of creditors, (ii) the filing of a
voluntary petition in bankruptcy, (iii) being adjudged a bankrupt or insolvent,
or having had entered against such Person an order for relief in any bankruptcy
or insolvency proceeding, (iv) the filing by such Person of a petition or
answer seeking reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under any statute, law or
regulation, (v) the filing by such Person of an answer or other pleading
admitting or failing to contest the material allegations of a petition filed
against such Person in any proceeding specified in (vii) below, (vi) seeking,
consent to or acquiescing in the appointment of a trustee, receiver or
liquidator of such Person or of all or any substantial part of the assets of
such Person or (vii) the failure to obtain dismissal within 60 days of the
commencement of any proceeding against such Person seeking reorganization,
arrangement, composition, readjustment, liquidation, dissolution or similar
relief under any statute, law or regulation, or the entry of any order
appointing a trustee, liquidator or receiver of such Person or of such Person's
assets or any substantial portion thereof.

     ["Interest Period" shall mean, with respect to any Payment Date (i) with
respect to the Class [ ] Notes and the Class [ ] Certificates, from and
including the Closing Date (in the case of the first Payment Date) or from and
including the most recent Payment Date on which interest has been paid to but
excluding the following Payment Date and (ii) with respect to the Class [ ]
Notes and the Class [ ] Certificates, from and including the Closing Date (in
the case of the first Payment Date) or from and including the [ ] day of the
calendar month preceding each Payment Date to but excluding the [ ] day of the
calendar month of such Payment Date.]

     "IRS" shall mean the Internal Revenue Service.

     "Issuer" shall mean the Trust unless a successor replaces it and,
thereafter, shall mean the successor.


                                      12
<PAGE>


     "Issuer Order" and "Issuer Request" shall mean a written order or request
signed in the name of the Issuer by any one of its Authorized Officers and
delivered to the Indenture Trustee.

     "Lien" shall mean a security interest, lien, charge, pledge, equity, or
encumbrance of any kind other than, in respect of a Receivable, tax liens,
mechanics' liens, and any liens which attach to the respective Receivable by
operation of law.

     "Liquidation Proceeds" shall mean with respect to any Receivable (a)
insurance proceeds received by the [related] [Receivables] Servicer and (b)
monies collected by the [related] [Receivables] Servicer from whatever source,
including but not limited to proceeds of Financed Vehicles after repossession,
on a Defaulted Receivable, net of any payments required by law to be remitted
to the Obligor.

     "Monthly Receivables Tape" shall mean a computer tape or disk containing
the information about the Receivables necessary to prepare the written
statements to be furnished by the Owner Trustee to the Certificateholders
pursuant to Section [ ] of the Servicing Agreement and by the Indenture Trustee
to the Noteholders pursuant to Section [ ] of the Servicing Agreement.

     ["Monthly Remittance Condition" shall mean either (a) a [Servicer] obtains
a short-term rating of the [Servicer] from Standard & Poor's and Moody's of
A-1+ and P-1, respectively, or (b) a [Servicer] provides the Indenture Trustee
with a letter from each Rating Agency to the effect that the current ratings
assigned to the Securities by such Rating Agency will not be adversely affected
by the remittance of Collections on a monthly, rather than a daily, basis.]

     "Moody's" shall mean Moody's Investors Service, Inc. or its successor in
interest.

     "Note Depositary Agreement" shall mean collectively (i) the Letter of
Representations, dated as of [ ] by and among the Issuer, [Indenture Trustee],
as agent and The Depository Trust Company regarding the Notes and (ii) the
Letter of Representations, dated as of [ ] by and among the Issuer, [Indenture
Trustee], as agent and The Depository Trust Company regarding the Certificates.

     "Noteholder" or "holder of a Note" shall mean the Person in whose name a
Note is registered on the Note Register.

     "Note Interest Rate" shall mean the Class A-1 Rate, the Class A-2 Rate,
the Class B Rate or the Class C Rate, as applicable.

     "Note Owner" shall mean, with respect to any Book-Entry Note, the Person
who is the beneficial owner of such Book-Entry Note, as reflected on the books
of the Clearing Agency or on the books of a Person maintaining an account with
such Clearing Agency (directly as a Clearing Agency Participant or as an
indirect participant, in each case in accordance with the rules of such
Clearing Agency).

     "Note Paying Agent" shall mean the Indenture Trustee or any other Person
that meets the eligibility standards for the Indenture Trustee specified in
Section 6.11 of the Indenture and is authorized by the Issuer to make payments
to and distributions from the Collection Account


                                      13
<PAGE>


(including the Principal Distribution Account), including payment of principal
of or interest on the Notes on behalf of the Issuer.

     "Note Pool Factor" shall mean, with respect to each Class of Notes as of
the close of business on the last day of a Collection Period, a nine-digit
decimal figure equal to the outstanding principal balance of such Class of
Notes (after giving effect to any reductions thereof to be made on the
immediately following Payment Date) divided by the original outstanding
principal balance of such Class of Notes. The Note Pool Factor will be
1.000000000 as of the Closing Date; thereafter, the Note Pool Factor will
decline to reflect reductions in the outstanding principal amount of such Class
of Notes.

     "Note Register" and "Note Registrar" shall have the respective meanings
specified in Section 2.5 of the Indenture.

     "Notes" shall mean the Class A-1 Notes, the Class A-2 Notes, the Class B
Notes and the Class C Notes, collectively.

     "Obligor" on a Receivable shall mean the purchaser or co-purchasers of the
Financed Vehicle or any other Person who owes payments under the Receivable.

     "Officer's Certificate" shall mean (i) with respect to the Trust, a
certificate signed by any Authorized Officer of the Trust and (ii) with respect
to the Depositor or [a] [the] Servicer, a certificate signed by the chairman of
the board, the president, any executive or senior vice president, any vice
president, the treasurer or the controller of the Depositor or [a] [the]
Servicer, as applicable.

     "Opinion of Counsel" shall mean a written opinion of counsel which counsel
shall be acceptable to the Indenture Trustee, the Owner Trustee or the Rating
Agencies, as applicable.

     "Optional Purchase Percentage" shall mean [ ]%.

     "Outstanding" shall mean with respect to the Securities, as of the date of
determination, all Securities theretofore authenticated and delivered under the
Indenture or the Trust Agreement, as applicable, except:

                (a) Securities theretofore (i) cancelled by the Note Registrar
           or the Certificate Registrar, as applicable, or (ii) delivered to
           the Note Registrar or the Certificate Registrar, as applicable, for
           cancellation;

                (b) Securities or portions thereof the payment for which money
           in the necessary amount has been theretofore deposited with (i) in
           the case of the Notes, the Indenture Trustee or any Note Paying
           Agent in trust for the Noteholders of such Notes (provided, however,
           that if such Notes are to be prepaid, notice of such prepayment has
           been duly given pursuant to the Indenture or provision for such
           notice has been made, satisfactory to the Indenture Trustee) or (ii)
           in the case of the Certificates, the Owner Trustee or any
           Certificate Paying Agent in trust for the Certificateholders of such
           Certificates (provided, however, that if such Certificates are to be
           prepaid, notice of such prepayment has been duly given


                                      14
<PAGE>


           pursuant to the Trust Agreement or provision for such notice has
           been made, satisfactory to the Owner Trustee); and

                (c) Securities in exchange for or in lieu of which other
           Securities have been authenticated and delivered pursuant to the
           Indenture or the Trust Agreement, as applicable, unless proof
           satisfactory to the Indenture Trustee or the Owner Trustee, as
           applicable, is presented that any such Securities are held by a
           protected purchaser;

provided, that in determining whether the holders of Notes or Certificates
evidencing the requisite principal amount of the Notes Outstanding or
Certificates Outstanding have given any request, demand, authorization,
direction, notice, consent, or waiver under any Basic Document, Securities
owned by the Issuer, any other obligor upon the Securities, the Depositor, the
Seller, [any] [the] Servicer or any Affiliate of any of the foregoing Persons
shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Indenture Trustee or Owner Trustee, as applicable,
shall be protected in relying on any such request, demand, authorization,
direction, notice, consent, or waiver, only (i) Notes that a Responsible
Officer of the Indenture Trustee knows to be so owned and (ii) Certificates
that a Responsible Officer of the Owner Trustee knows to be so owned, shall be
so disregarded; provided, however, if the Issuer, any other obligor upon the
Securities, the Depositor, the Seller, [any] [the] Servicer or any Affiliate of
any of the foregoing Persons owns an entire Class of Securities, such
Securities shall be deemed to be Outstanding. Notes owned by the Issuer, any
other obligor upon the Notes, the Depositor, the Seller, [any] [the] Servicer
or any Affiliate of any of the foregoing Persons that have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Indenture Trustee the pledgee's right so to act with
respect to such Notes and that the pledgee is not the Issuer, any other obligor
upon the Notes, the Depositor, the Seller, [any] [the] Servicer or any
Affiliate of any of the foregoing Persons. Certificates owned by the Issuer,
any other obligor upon the Certificates, the Seller, [any] [the] Servicer or
any Affiliate of any of the foregoing Persons that have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Owner Trustee the pledgee's right so to act with respect to
such Certificates and that the pledgee is not the Issuer, any other obligor
upon the Certificates, the Depositor, the Seller, [any] [the] Servicer or any
Affiliate of any of the foregoing Persons.

     "Overcollateralization Distribution Amount" shall mean [ ].

     "Owner Trustee" shall mean [ ], a [ ], not in its individual capacity but
solely as Owner Trustee under the Trust Agreement, or any successor Owner
Trustee under the Trust Agreement.

     "Owner Trust Estate" shall mean all right, title and interest of the Trust
in, to and under the property and rights assigned to the Trust pursuant to
Article [II] of the Servicing Agreement.

     "Payment Date" shall mean the [ ] ([ ]) day of each calendar month or, if
such day is not a Business Day, the next succeeding Business Day.


                                      15
<PAGE>


     "Percentage Interest" shall mean, with respect to a Class E Certificate,
the individual percentage interest of such Class E Certificate, which shall be
specified on the face thereof, in the distributions on the Class E
Certificates. The sum of the Percentage Interests for all Class E Certificates
shall be 100%.

     "Permitted Investments" shall mean, on any date of determination,
book-entry securities, negotiable instruments or securities represented by
instruments in bearer or registered form with maturities not exceeding the
Business Day preceding the next Payment Date which evidence:

                (a) direct non-callable obligations of, and obligations fully
           guaranteed as to timely payment by, the United States of America;

                (b) demand deposits, time deposits or certificates of deposit
           of any depository institution or trust company incorporated under
           the laws of the United States of America or any state thereof (or
           any domestic branch of a foreign bank) and subject to supervision
           and examination by federal or State banking or depository
           institution authorities; provided, however, that at the time of the
           investment or contractual commitment to invest therein, the
           commercial paper or other short-term unsecured debt obligations
           (other than such obligations the rating of which is based on the
           credit of a Person other than such depository institution or trust
           company) thereof shall have a credit rating from each of the Rating
           Agencies in the highest investment category granted thereby;

                (c) commercial paper having, at the time of the investment or
           contractual commitment to invest therein, a rating from each of the
           Rating Agencies in the highest investment category granted thereby;

                (d) investments in money market funds having a rating from each
           of the Rating Agencies in the highest investment category granted
           thereby (including funds for which the Indenture Trustee or the
           Owner Trustee or any of their respective Affiliates is investment
           manager or advisor);

                (e) bankers' acceptances issued by any depository institution
           or trust company referred to in clause (b) above;

                (f) repurchase obligations with respect to any security that is
           a direct non-callable obligation of, or fully guaranteed by, the
           United States of America or any agency or instrumentality thereof
           the obligations of which are backed by the full faith and credit of
           the United States of America, in either case entered into with a
           depository institution or trust company (acting as principal)
           described in clause (b); and

                (g) any other investment with respect to which the Issuer or
           the [related] [Servicer] has received written notification from the
           Rating Agencies that the acquisition of such investment as a
           Permitted Investment will not result in a withdrawal or downgrading
           of the ratings on the Notes or the Certificates.


                                      16
<PAGE>


     "Person" shall mean any individual, corporation, estate, partnership,
joint venture, association, joint stock company, trust, unincorporated
organization, or government or any agency or political subdivision thereof.

     "Plan" means an employee benefit plan (as defined in section 3(3) of
ERISA) that is subject to Title I of ERISA, a plan (as defined in section
4975(e)(1) of the Code) and any entity whose underlying assets include plan
assets by reason of a plan's investment in the entity or otherwise.

     "Pool Balance" shall mean on any date of determination, the aggregate
outstanding Principal Balance of the Receivables (exclusive of Purchased
Receivables and Defaulted Receivables) as of such date of determination.

     "Pool Factor" as of the last day of a Collection Period shall mean a
nine-digit decimal figure equal to the Pool Balance at that time divided by the
Initial Pool Balance.

     "Predecessor Note" shall mean, with respect to any particular Note, every
previous Note evidencing all or a portion of the same debt as that evidenced by
such particular Note and, for purposes of this definition, any Note
authenticated and delivered under Section 2.6 of the Indenture in lieu of a
mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same
debt as the mutilated, lost, destroyed or stolen Note.

     "Prepayment Date" shall mean (i) with respect to a prepayment of the
Certificates pursuant to Section 8.2(a) of the Trust Agreement or a
distribution to Certificateholders pursuant to Section 8.1(c) of the Trust
Agreement, the Payment Date specified by the Owner Trustee pursuant to said
Section 8.2(a) or 8.1(c), as applicable, and (ii) with respect to a prepayment
of the Notes pursuant to Section 10.1 of the Indenture, the Payment Date
specified by [ ] or the Issuer pursuant to Section 10.1of the Indenture.

     "Prepayment Price" shall mean (i) in the case of the Certificates, an
amount equal to the Certificate Balance plus accrued and unpaid interest
thereon at the applicable Class D Rate plus interest on any overdue interest at
the applicable Class D Rate (to the extent lawful) to but excluding the
Prepayment Date and (ii) in the case of a Class of Notes to be prepaid, an
amount equal to the unpaid principal amount of such Class of Notes plus accrued
and unpaid interest thereon at the applicable Note Interest Rate plus interest
on any overdue interest at the applicable Note Interest Rate (to the extent
lawful) to but excluding the Prepayment Date.

     "Principal Balance" of a Receivable, as of any date of determination,
shall mean the Amount Financed minus that portion of all payments actually
received on or prior to such date allocable to principal.

     "Principal Distribution Account" shall mean the administrative sub-account
of the Collection Account established and maintained as such pursuant to
Section [ ] of the Servicing Agreement.

     "Proceeding" shall mean any suit in equity, action at law or other
judicial or administrative proceeding.


                                      17
<PAGE>


     "Prospectus" shall have the meaning specified in the Underwriting
Agreement.

     "Prospectus Supplement" shall have the meaning specified in the
Underwriting Agreement.

     "Purchase Amount" with respect to a Purchased Receivable shall mean the
sum, as of the last day of the preceding Collection Period on which such
Receivable becomes such, of the Principal Balance thereof plus the accrued
interest thereon at the weighted average of the Note Interest Rates and the
Class D Rate.

     "Purchased Receivable" shall mean a Receivable purchased as of the close
of business on the last day of the respective Collection Period by the
[related] [Receivables] Servicer pursuant to Section [ ] of the Servicing
Agreement or by the Seller pursuant to Section [ ] of the Servicing Agreement.

     "Rating Agency" shall mean each of the nationally recognized statistical
rating organizations designated by the Depositor to provide a rating on the
Notes or the Certificates which is then rating such Notes or Certificates. If
no such organization or successor is any longer in existence, "Rating Agency"
shall be a nationally recognized statistical rating organization or other
comparable Person designated by the Depositor, notice of which designation
shall be given to the Indenture Trustee, the Owner Trustee and [each] [the]
Servicer.

     "Rating Agency Condition" shall mean, with respect to any action, that
each of the Rating Agencies shall have notified [each] [the] Servicer, the
Depositor, the Owner Trustee and the Indenture Trustee in writing that such
action will not result in a reduction or withdrawal of the then current rating
of the Notes or the Certificates.

     "Receivable" shall mean a motor vehicle installment loan contract listed
on Schedule A to the Receivables Purchase Agreement and all proceeds thereof
and payments thereunder, which Receivable shall not have been released by the
Indenture Trustee and the Owner Trustee from the Trust.

     "Receivable Files" shall mean the documents specified in Section [ ] of
the Servicing Agreement.

     ["Receivables Property" shall mean, collectively, (i) the Receivables;
(ii) monies received thereunder on or after the Cut-off 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
theft, physical damage, credit life, credit disability, or other insurance
policies covering Financed Vehicles or Obligors; (v) all of the Seller's rights
to the Receivable Files; (vi) the Trust Accounts 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; (vii) payments and proceeds with respect to the
Receivables held by the [related] [Receivables] Servicer; (viii) all property
(including the right to receive Liquidation Proceeds) securing a Receivable
(other than a Receivable repurchased by a Servicer or purchased by a Seller);
(ix) rebates of premiums and other amounts relating to insurance policies and
other items financed under the Receivables in effect as of the Cut-off Date;
and (x) all present and


                                      18
<PAGE>


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.]

     "Receivables Purchase Agreement" shall mean the Receivables Purchase
Agreement, dated as of [ ], by and between the [ ], as seller, and the
Depositor, as purchaser.

     ["Receivables Servicer" shall mean [ ] as the servicer of Receivables
under the Receivables Servicing Agreement, and each successor to [ ] (in the
same capacity) pursuant to Section [ ] of the Servicing Agreement.]

     ["Receivables Servicer's Certificate" shall mean a certificate completed
and executed by [a][the] Receivables Servicer by the chairman of the board, the
president, any executive vice president, any vice president, the treasurer, any
assistant treasurer, the controller, or any assistant controller of [the][such]
Receivables Servicer pursuant to Section [ ] of the [Sale and] [Receivables]
Servicing Agreement.]

     ["Receivables Servicing Agreement" shall mean the Receivables Servicing
Agreement, dated as of [ ], by and between the Trust, as issuer, the Depositor,
and [ ], as servicer.]

     ["Receivables Servicing Fee" shall mean, with respect to a Collection
Period and a Receivables Servicer, the fee payable to such Servicer for
services rendered during such Collection Period, which shall be equal to
one-twelfth of the Receivables Servicing Fee Rate multiplied by the [aggregate
Principal Balance of the Receivables serviced by such Servicer] as of the first
day of the Collection Period.]

     ["Receivables Servicing Fee Rate" shall mean [ ]% per annum.]

     "Record Date" shall mean, with respect to any Payment Date or Prepayment
Date and any Book-Entry Security, the close of business on the day prior to
such Payment Date or Prepayment Date or, with respect to any Definitive Note or
Definitive Certificate, the last day of the month preceding the month in which
such Payment Date or Prepayment Date occurs.

     "Recoveries" shall mean, with respect to any Collection Period, all
amounts received by the [related] Servicer with respect to any Defaulted
Receivable during any Collection Period following the Collection Period in
which such Receivable became a Defaulted Receivable, net of any fees, costs and
expenses incurred by the [related] Servicer in connection with the collection
of such Receivable and any payments required by law to be remitted to the
Obligor.

     "Registered Noteholder" shall mean the Person in whose name a Note is
registered on the Note Register on the applicable Record Date.


                                      19
<PAGE>


     "Registration Statement" means Registration Statement No. 333-99207 filed
by the Depositor with the Securities and Exchange Commission in the form in
which it became effective on [ ].

     "Related Agreements" shall have the meaning specified in the recitals to
the Administration Agreement.

     ["Representative" shall mean Bear, Stearns & Co. Inc., as representative
of the several Underwriters.]

     "Repurchase Event" shall have the meaning specified in Section 7.02 of the
Receivables Purchase Agreement.

     "Required Rating" shall mean a rating on (i) short-term unsecured debt
obligations of [ ] by Moody's and (ii) short-term unsecured debt obligations of
[ ] by Standard & Poor's; and any requirement that short-term unsecured debt
obligations have the "Required Rating" shall mean that such short-term
unsecured debt obligations have the foregoing required ratings from each of
such Rating Agencies.

     "Reserve Account" shall mean the account established and maintained as
such pursuant to Section [ ] of the Servicing Agreement.

     "Reserve Account Property" shall have the meaning specified in Section [ ]
of the Servicing Agreement.

     "Reserve Account Excess Amount" shall mean, with respect to any Payment
Date, an amount equal to the excess, if any, of (i) the amount of cash or other
immediately available funds in the Reserve Account on such Payment Date (prior
to giving effect to any withdrawals therefrom relating to such Payment Date)
over (ii) the Specified Reserve Balance with respect to such Payment Date.

     "Reserve Initial Deposit" shall mean, $[ ].

     ["Sale and Servicing Agreement" shall mean the Sale and Servicing
Agreement, dated as of [ ], by and between the Trust, as issuer, the Depositor,
and [ ], as seller and servicer.]

     "Scheduled Payment" shall mean, for any Collection Period for any
Receivable, the amount indicated in such Receivable as required to be paid by
the Obligor in such Collection Period (without giving effect to deferments of
payments pursuant to Section [ ] of the Servicing Agreement or any rescheduling
in any insolvency or similar proceedings).

     "Schedule of Receivables" shall mean the list of Receivables attached as
Schedule A to the Receivables Purchase Agreement, the Servicing Agreement and
the Indenture (which Schedules may be in the form of microfiche, disk or other
means acceptable to the Trustee).

     "Secretary of State" shall mean the Secretary of State of the State of
Delaware.


                                      20
<PAGE>


     "Securities" shall mean the Notes and the Certificates, collectively.

     "Securities Act" shall mean the Securities Act of 1933, as amended.

     "Securityholders" shall mean the Noteholders and the Certificateholders,
collectively.

     "Seller" shall mean [ ] as the seller of the Receivables under the
Receivables Purchase Agreement and each successor to [ ].

     ["Servicer" shall mean [ ] as the servicer of the Receivables under the
Servicing Agreement, and each successor to [ ] (in the same capacity) pursuant
to Section [ ] of the Servicing Agreement.]

     "Servicer's Certificate" shall mean a certificate completed and executed
by [a] [the] [Receivables] Servicer by the chairman of the board, the
president, any executive vice president, any vice president, the treasurer, any
assistant treasurer, the controller, or any assistant controller of [such]
[the] [Receivables]Servicer pursuant to Section [ ] of the Servicing Agreement.

     ["Servicing Agreement" shall mean the Servicing Agreement, dated as of [
], by and between the Trust, as issuer, the Depositor, and [ ], as seller and
servicer.]

     "Servicing Fee" shall mean, with respect to a Collection Period and a
Servicer, the fee payable to such Servicer for services rendered during such
Collection Period, which shall be equal to one-twelfth of the applicable
Servicing Fee Rate multiplied by the [aggregate Principal Balance of the
Receivables serviced by such Servicer] as of the first day of the Collection
Period.

     "Servicing Fee Rate" shall mean [ ]% per annum.

     "Simple Interest Method" shall mean the method of allocating a fixed level
payment to principal and interest, pursuant to which the portion of such
payment that is allocated to interest is equal to the amount accrued from the
date of the preceding payment to the date of the current payment.

     ["Specified Reserve Balance" shall mean for a Payment Date [ ]. The
Specified Reserve Balance may be reduced to a lesser amount as determined by
the Depositor, if each of Moody's and Standard & Poor's shall have confirmed in
writing to the Indenture Trustee that such action will not result in a
withdrawal or reduction in any of its ratings of the Securities.]

     "Standard & Poor's" shall mean Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc. or its successor in interest.

     "State" shall mean any state or commonwealth of the United States of
America, or the District of Columbia.

     "Statutory Trust Statute" shall mean Chapter 38 of Title 12 of the
Delaware Code, 12 Delaware Code ss. 3801 et seq., as amended.


                                      21
<PAGE>


     "Successor Servicer" shall mean an institution appointed as successor
Servicer pursuant to Section [ ] of the Servicing Agreement.

     ["Supplemental Servicing Fee" shall mean, the fee payable to the Servicer
for certain services rendered during the respective Collection Period,
determined pursuant to and defined in Section [ ] of the Servicing Agreement.]

     "Transfer Date" shall mean the Closing Date.

     "Treasury Regulations" shall mean regulations, including proposed or
temporary regulations, promulgated under the Code. References to specific
provisions of proposed or temporary regulations shall include analogous
provisions of final Treasury Regulations or other successor Treasury
Regulations.

     "Trust" shall mean Whole Auto Loan Trust [ ], a Delaware statutory trust
governed by the Trust Agreement.

     "Trust Accounts" shall have the meaning specified in Section [ ] of the
Servicing Agreement.

     "Trust Agreement" shall mean the Amended and Restated Trust Agreement of
the Trust dated as of [ ], by and among the Depositor and the Owner Trustee, as
amended and/or restated from time to time.

     "Trust Indenture Act" or "TIA" shall mean the Trust Indenture Act of 1939,
as amended, unless otherwise specifically provided.

     "Trustee Officer" shall mean, with respect to the Indenture Trustee, any
officer within the Corporate Trust Office of the Indenture Trustee with direct
responsibility for the administration of the Indenture and the other Basic
Documents on behalf of the Indenture Trustee and also, with respect to a
particular matter, any other officer to whom such matter is referred because of
such officer's knowledge of and familiarity with the particular subject and,
with respect to the Owner Trustee, any officer within the Corporate Trust
Office of the Owner Trustee with direct responsibility for the administration
of the Trust Agreement and the other Basic Documents on behalf of the Owner
Trustee.

     ["Trust Property" shall mean, collectively, (i) the Receivables; (ii)
monies received thereunder on or after the Cut-off 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
theft, physical damage, credit life, credit disability, or other insurance
policies covering Financed Vehicles or Obligors; (v) all of the Seller's rights
to the Receivable Files; (vi) the Trust Accounts 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; (vii) payments and proceeds with respect to the
Receivables held by [any] [the] Servicer; (viii) all property (including the
right to receive Liquidation Proceeds) securing a Receivable (other than a
Receivable repurchased by [a] [the] Servicer or purchased by the Seller); (ix)
rebates of premiums and other amounts relating to insurance policies and other


                                      22
<PAGE>


items financed under the Receivables in effect as of the Cut-off Date; and (x)
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.]

     "UCC" shall mean the Uniform Commercial Code as in effect in any relevant
jurisdiction.

     ["Underwriters" shall mean the underwriters named in Schedule I to the
Underwriting Agreement.]

     ["Underwriting Agreement" shall mean the Underwriting Agreement, [ ] among
the Seller, the Depositor and the Representative.]

     ["Underwritten Securities" shall mean the Notes.]


                                      23
<PAGE>