Exhibit 4.2



                    FORM OF POOLING AND SERVICING AGREEMENT




                   BEAR STEARNS ASSET BACKED FUNDING INC.,
                                 as Depositor


                         [__________________________],
                            as Seller and Servicer


                                      and


                         [__________________________],
                                  as Trustee






                   Dated as of [__________________________]



                            [                    ]

                  [___]% Asset Backed Certificates, Class [A]
                  [___]% Asset Backed Certificates, Class [B]






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                                                                     SABW Draft
                                                                       10/31/02

                               TABLE OF CONTENTS
                                                                 Page


                                ARTICLE I.

                               Definitions

Section 1.01  Definitions.........................................1
Section 1.02  Other Definitional Provisions......................13

                               ARTICLE II.

                          Establishment of Trust

Section 2.01  Creation of Trust..................................13
Section 2.02  Acceptance by Trustee..............................14
Section 2.03  Conveyance of Receivables..........................14

                               ARTICLE III.

                             The Receivables

Section 3.01  Representations and Warranties of the Seller.......14
Section 3.02  Representations and Warranties of the Depositor....15
Section 3.03  Repurchase Upon Breach.............................15
Section 3.04  Custody of Receivable Files........................16
Section 3.05  Duties of Servicer as Custodian....................16
Section 3.06  Instructions; Authority to Act.....................17
Section 3.07  Custodian's Indemnification........................17
Section 3.08  Effective Period and Termination...................17

                               ARTICLE IV.

               Administration and Servicing of Receivables

Section 4.01  Duties of Servicer.................................18
Section 4.02  Collection and Allocation of Receivable Payments...18
Section 4.03  Realization Upon Receivables.......................19
Section 4.04  Physical Damage Insurance..........................19
Section 4.05  Maintenance of Security Interests in
               Financed Vehicles.................................19
Section 4.06  Covenants of Servicer..............................19
Section 4.07  Purchase of Receivables Upon Breach................20
Section 4.08  Servicing Fee......................................20
Section 4.09  Servicer's Certificate.............................20
Section 4.10  Annual Statement as to Compliance;
               Notice of Default.................................20
Section 4.11  Annual Independent Certified Public
               Accountant's Report...............................21
Section 4.12  Access to Certain Documentation and
               Information Regarding Receivables.................22

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Section 4.13  Servicer Expenses..................................22
Section 4.14  Appointment of Subservicer.........................22
Section 4.15  Sarbanes-Oxley Act of 2002.........................22

                                ARTICLE V.

     Distributions; Reserve Account; Statements to Certificateholders

Section 5.01  Establishment of Trust Accounts....................22
Section 5.02  Collections........................................23
Section 5.03  Application of Collections.........................24
[Section 5.04  Advances.........................................24]
Section 5.05  Additional Deposits................................24
Section 5.06  Distributions......................................25
Section 5.07  Reserve Account....................................27
Section 5.08  Statements to Certificateholders...................30
Section 5.09  Tax Returns........................................31
Section 5.10  Net Deposits.......................................31

                               ARTICLE VI.

                             The Certificates

Section 6.01  The Certificates...................................31
Section 6.02  Authentication of Certificates.....................32
Section 6.03  Registration of Transfer and Exchange of
               Certificates..................................... 32
Section 6.04  Mutilated, Destroyed, Lost or Stolen Certificates..32
Section 6.05  Persons Deemed Owners..............................33
Section 6.06  Access to List of Certificateholders' Names
               and Addresses.....................................33
Section 6.07  Maintenance of Office or Agency....................33
Section 6.08  Book-Entry Certificates............................33
Section 6.09  Notices to Clearing Agency.........................34
Section 6.10  Definitive Certificates............................34

                               ARTICLE VII.

                              The Depositor

Section 7.01  Representations of Depositor.......................35
Section 7.02  Corporate Existence................................36
Section 7.03  Liabilities of Depositor; Indemnities..............36
Section 7.04  Merger or Consolidation of, or Assumption of the
               Obligations of, Depositor.........................37
Section 7.05  Limitation on Liability of Depositor and Others....37
Section 7.06  Depositor May Own Certificates.....................38
Section 7.07  No Transfer of Excess Amounts......................38

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                              ARTICLE VIII.

                              The Servicer

Section 8.01  Representations of Servicer........................38
Section 8.02  Indemnities of Servicer............................39
Section 8.03  Merger or Consolidation of, or Assumption of the
      Obligations of, Servicer...................................40
Section 8.04  Limitation on Liability of Servicer and Others.....40

                               ARTICLE IX.

                                 Default

Section 9.01  Events of Default..................................41
Section 9.02  Appointment of Successor...........................42
[Section 9.03  Repayment of Advances............................42]
Section 9.04  Notification to Certificateholders.................42
Section 9.05  Waiver of Past Defaults............................43

                                ARTICLE X.

                               The Trustee

Section 10.01  Duties of Trustee.................................43
Section 10.02  Certain Matters Affecting Trustee.................44
Section 10.03  Trustee Not Liable for Certificates or Receivables44
Section 10.04  Trustee May Own Certificates......................45
Section 10.05  Trustee's Fees and Expenses.......................45
Section 10.06  Eligibility Requirements for Trustee..............45
Section 10.07  Resignation or Removal of Trustee.................46
Section 10.08  Successor Trustee.................................46
Section 10.09  Merger or Consolidation of Trustee................47
Section 10.10  Appointment of Co-Trustee or Separate Trustee.....47
Section 10.11  Representations and Warranties of Trustee.........48
Section 10.12  No Bankruptcy Petition............................48
Section 10.13  Trustee's Certificate ............................48
Section 10.14  Trustee's Assignment of Repurchased Receivables...49

                               ARTICLE XI.

                               Termination

Section 11.01  Termination of the Trust..........................49
Section 11.02  Optional Purchase of All Receivables..............50

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                               ARTICLE XII.

                         Miscellaneous Provisions

Section 12.01  Amendment.........................................50
Section 12.02  Protection of Title to Trust......................51
Section 12.03  Separate Counterparts.............................52
Section 12.04  Limitation on Rights of Certificateholders........52
Section 12.05  Governing Law.....................................53
Section 12.06  Notices...........................................53
Section 12.07  Severability of Provisions........................53
Section 12.08  Assignment........................................53
Section 12.09  Certificates Nonassessable and Fully Paid.........54
Section 12.10  Limitations on Rights of Others...................54
Section 12.11  Headings..........................................54
Section 12.12  Nonpetition Covenants.............................54



Exhibit A..     Form of Class [A] Certificate
Exhibit B..     Form of Class [B] Certificate
Exhibit C..     Form of Depository Agreement
Exhibit D..     Form of Servicer's Certificate
SCHEDULE A.     Schedule of Receivables
SCHEDULE B.     Location of Receivable Files
SCHEDULE C.     List of Receivables Servicers


                                      iv
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                                                                     SABW Draft
                                                                       10/31/02

     POOLING AND SERVICING AGREEMENT dated as of [_______________], among BEAR
STEARNS ASSET BACKED FUNDING INC., a Delaware corporation, as depositor (the
"Depositor"), [__________________________], a [____________________], as
servicer (the "Servicer"), and [TRUSTEE], a [____________], as Trustee (the
"Trustee").

     WHEREAS, the Depositor has purchased a portfolio of receivables arising
in connection with a pool of [retail installment sales contracts, retail
installment loans, purchase money notes or other notes], (the "Receivables")
secured by [new and used automobiles, light-duty trucks, motorcycles,
recreational vehicles, vans, minivans and/or sport utility vehicles] financed
by those Receivables and originated or acquired by the Seller in the ordinary
course of their respective businesses; and

     WHEREAS, the Depositor and the Trustee wish to set forth the terms and
conditions pursuant to which the Trust (as hereinafter defined) will acquire
the Receivables from the Depositor;

     WHEREAS, pursuant to the terms and conditions of certain Receivables
Servicing Agreements (the "Receivables Servicing Agreements") the Servicer has
retained the servicers (the "Receivables Servicers") listed on Schedule C
hereto to service and administer the Receivables, to deposit collections on
the receivables into the Collection Account, to furnish certificates regarding
those collection and other matters ("Receivables Servicer Certificates") and
to furnish a computer tape or disk (the "Monthly Receivables Tape") containing
collection activity and other information regarding the related Receivables
(in the form set forth in the related Receivables Servicing Agreement; and

     WHEREAS, the Servicer is willing to service such receivables on behalf of
the Trust.

     NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth, the Depositor, the Servicer and the Trustee
agree as follows:

                                  ARTICLE I.

                                  Definitions

     Section 1.01 Definitions. Whenever used in this Agreement, the following
words and phrases, unless the context otherwise requires, shall have the
following meanings:

     ["Advance" means the amount of interest, as of the close of business on
the last day of a Collection Period, which the Servicer is required to advance
on the Receivables pursuant to Section 5.04.]

     "Agreement" means this Pooling and Servicing Agreement.

     "Amount Financed" means with respect to a Receivable, the amount advanced
under such Receivable toward the purchase price of the Financed Vehicle and
any related costs, exclusive of any amount allocable to the premium of
force-placed physical damage insurance covering the Financed Vehicle.

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     "Annual Percentage Rate" or "APR" of a Receivable means the annual rate
of finance charges stated in the related Contract.

     "Basic Documents" means [                    ].

     "Book-Entry Certificates" means, unless otherwise specified in this
Agreement, a beneficial interest in the Class [A] or Class [B] Certificates,
ownership and transfers of which shall be registered through book entries by a
Clearing Agency as described in Section 6.08.

     "Business Day" means any day other than a Saturday, a Sunday or a day on
which banking institutions or trust companies in [ ], [ ] or the city in which
the Corporate Trust Office is located, are authorized or obligated by law,
regulation or executive order to be closed.

     "Certificate Balance" means, as of any date, the aggregate outstanding
principal amount of the Certificates at such date.

     "Certificate Owner" means, with respect to a Book-Entry Certificate, the
Person who is the beneficial owner of such 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).

     "Certificate Register" and "Certificate Registrar" mean the register
maintained and the registrar appointed pursuant to Section 6.03.

     "Certificateholder" or "Holder" means a Person in whose name a
Certificate is registered in the Certificate Register.

     "Class [A] Certificate" means a [___]% Asset Backed Certificate, Class
[A], evidencing a beneficial interest in the Trust, substantially in the form
of Exhibit A hereto.

     "Class [A] Certificate Balance" means, as of any date of determination,
the Initial Class [A] Certificate Balance reduced by all amounts previously
distributed to Holders of Class [A] Certificates and allocable to principal.

     "Class [A] Distributable Amount" means, with respect to any Distribution
Date, the sum of the Class [A] Principal Distributable Amount and the Class
[A] Interest Distributable Amount for such date.

     "Class [A] Interest Carryover Shortfall" means, with respect to any
Distribution Date, the excess of the sum of the Class [A] Monthly Interest
Distributable Amount for the preceding Distribution Date and any outstanding
Class [A] Interest Carryover Shortfall on such preceding Distribution Date,
over the amount in respect of interest that Holders of the Class [A]
Certificates actually received on such preceding Distribution Date, plus 30
days' interest on such excess, to the extent permitted by law, at the Class
[A] Pass-Through Rate.

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     "Class [A] Interest Distributable Amount" means, with respect to any
Distribution Date, 30 days of interest at the Class [A] Pass-Through Rate on
the Class [A] Certificate Balance on the last day of the preceding Collection
Period.

     "Class [A] Pass-Through Rate" means [_____]% per annum.

     "Class [A] Percentage" means [_____]%.

     "Class [A] Pool Factor" means, as of the close of business on the last
day of any Collection Period, a nine-digit decimal figure equal to the Class
[A] Certificate Balance as of such Record Date divided by the Initial Class
[A] Certificate Balance.

     "Class [A] Principal Carryover Shortfall" means, as of the close of any
Distribution Date, the excess of the Class [A] Monthly Principal Distributable
Amount and any outstanding Class [A] Principal Carryover Shortfall from the
preceding Distribution Date, over the amount in respect of principal that is
actually distributed to Holders of the Class [A] Certificates on such current
Distribution Date.

     "Class [A] Principal Distributable Amount" means, with respect to any
Distribution Date, the Class [A] Percentage of the Principal Distribution
Amount. In addition, on the Final Scheduled Distribution Date, the principal
required to be included in the Class [A] Principal Distributable Amount will
include the lesser of (a) the Class [A] Percentage of any principal due and
remaining unpaid on each Receivable in the Trust as of the Final Scheduled
Maturity Date or (b) the amount that is necessary (after giving effect to the
other amounts to be deposited in the Distribution Account on such Distribution
Date and allocable to principal) to reduce the Class [A] Certificate Balance
to zero.

     "Class [B] Certificate" means a [___]% Asset Backed Certificate, Class
[B], evidencing a beneficial interest in the Trust, substantially in the form
of Exhibit B hereto.

     "Class [B] Certificate Balance" means, as of any date of determination,
the Initial Class [B] Certificate Balance reduced by all amounts previously
distributed to Holders of Class [B] Certificates (or deposited in the Reserve
Account, exclusive of the Reserve Account Initial Deposit) and allocable to
principal and by Realized Losses to the extent of the amount of such Realized
Losses paid from the Class [B] Percentage of the Principal Distribution
Amount.

     "Class [B] Distributable Amount" means, with respect to any Distribution
Date, the sum of the Class [B] Principal Distributable Amount and the Class
[B] Interest Distributable Amount.

     "Class [B] Interest Carryover Shortfall" means, with respect to any
Distribution Date, the excess of the sum of the Class [B] Interest
Distributable Amount for the preceding Distribution Date and any outstanding
Class [B] Interest Carryover Shortfall on such preceding Distribution Date,
over the amount in respect of interest that Holders of the Class [B]
Certificates actually received on such preceding Distribution Date, plus 30
days' interest on such excess, to the extent permitted by law, at the Class
[B] Pass-Through Rate.

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     "Class [B] Interest Distributable Amount" means, with respect to any
Distribution Date, the sum of the Class [B] Monthly Interest Distributable
Amount for such Distribution Date and the Class [B] Interest Carryover
Shortfall for such Distribution Date. Unless otherwise specified in this
Agreement, interest with respect to the Class [B] Certificates shall be
computed on the basis of a 360-day year consisting of twelve 30-day months.

     "Class [B] Monthly Interest Distributable Amount" means, with respect to
any Distribution Date, 30 days of interest at the Class [B] Pass-Through Rate
on the Class [B] Certificate Balance on the last day of the preceding
Collection Period.

     "Class [B] Pass-Through Rate" means [___]% per annum.

     "Class [B] Percentage" means [___]%.

     "Class [B] Pool Factor" means, as of the close of business on the last
day of any Collection Period, a nine-digit decimal figure equal to the Class
[B] Certificate Balance as of such Record Date divided by the Initial Class
[B] Certificate Balance.

     "Class [B] Principal Carryover Shortfall" means, as of the close of any
Distribution Date, the excess of the Class [B] Monthly Principal Distributable
Amount and any outstanding Class [B] Principal Carryover Shortfall from the
preceding Distribution Date, over the amount in respect of principal that is
actually distributed to Holders of the Class [B] Certificates on such current
Distribution Date.

     "Class [B] Principal Distributable Amount" means, with respect to any
Distribution Date, the Class [B] Percentage of the Principal Distribution
Amount. In addition, on the Final Scheduled Distribution Date, the principal
required to be included in the Class [B] Principal Distributable Amount will
include the lesser of (a) the Class [B] Percentage of any principal due and
remaining unpaid on each Receivable in the Trust as of the Final Scheduled
Maturity Date or (b) the amount that is necessary (after giving effect to the
other amounts to be deposited in the Distribution Account on such Distribution
Date and allocable to principal) to reduce the Class [B] Certificate Balance
to zero.

     "Clearing Agency" means an organization registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended.

     "Clearing Agency Participant" means 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" means [______________________].

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Collection Account" means the account designated as such, established
and maintained pursuant to Section 5.01(a)(i).

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<PAGE>

     "Collection Period" means a calendar month (or in the case of the first
Distribution Date, the period from and including the Cutoff Date to and
including the last day of the calendar month in which the Closing Date
occurs). Any amount stated as of the last day of a Collection Period or as of
the first day of a Collection Period shall give effect to the following
calculations as determined as of the close of business on such last day: (1)
all applications of collections, (2) all Advances and reductions of Advances
and (5) all distributions to be made on the following Distribution Date.

     "Corporate Trust Office" shall have the meaning set forth in the
Indenture.

     "Cutoff Date" means, with respect to any Receivable, the date as of which
collections on such Receivable will be included in a Trust or the related
Trust Account pursuant to the related Agreement.

     "Dealer" means the dealer who sold a Financed Vehicle to an Obligor and
who originated and assigned the related Receivable to an Originator.

     "Definitive Certificates" shall have the meaning specified in Section
6.10.

     "Delivery" means:

     (a) with respect to bankers' acceptances, commercial paper, negotiable
certificates of deposit and other obligations that constitute "instruments"
within the meaning of Section 9-105(1)(i) of the UCC and are susceptible of
physical delivery, transfer thereof to the Trustee or its nominee or custodian
by physical delivery to the Trustee or its nominee or custodian endorsed to,
or registered in the name of, the Trustee or its nominee or custodian or
endorsed in blank, and, with respect to a certificated security (as defined in
Section 8-102(4) of the UCC) transfer thereof (i) by delivery of such
certificated security endorsed to, or registered in the name of, the Trustee
or its nominee or custodian or endorsed in blank to a securities intermediary
(as defined in Section 8-102(14) of the UCC) and the making by such securities
intermediary of entries on its books and records identifying such certificated
securities as belonging to the Trustee or its nominee or custodian and the
sending by such securities intermediary of a confirmation of the purchase of
such certificated security by the Trustee or its nominee or custodian, or (ii)
by delivery thereof to a "clearing corporation" (as defined in Section
8-102(5) of the UCC) and the making by such clearing corporation of
appropriate entries on its books reducing the appropriate securities account
of the transferor and increasing the appropriate securities account of a
securities intermediary by the amount of such certificated security, the
identification by the clearing corporation of the certificated securities for
the sole and exclusive account of the securities intermediary, the maintenance
of such certificated securities by such clearing corporation or its nominee,
subject to the clearing corporation's exclusive control, the sending of a
confirmation by the securities intermediary of the purchase by the Trustee or
its nominee or custodian of such securities and the making by such securities
intermediary of entries on its books and records identifying such certificated
securities as belonging to the Trustee or its nominee or custodian (all of the
foregoing, "Physical Property"), and, in any event, any such Physical Property
in registered form shall be in the name of the Trustee or its nominee or
custodian; and such additional or alternative procedures as may hereafter
become appropriate to effect the complete transfer of ownership of any such
Trust

                                      5
<PAGE>

Account Property to the Trustee or its nominee or custodian, consistent
with changes in applicable law or regulations or the interpretation thereof;

     (b) with respect to any securities issued by the U.S. Treasury, the
Federal Home Loan Mortgage Corporation or by the Federal National Mortgage
Association that are book-entry securities held through the Federal Reserve
System pursuant to federal book-entry regulations, the following procedures,
all in accordance with applicable law, including applicable federal
regulations and Articles 8 and 9 of the UCC: book-entry registration of such
Trust Account Property to an appropriate book-entry account maintained with a
Federal Reserve Bank by a securities intermediary that is also a "depository"
pursuant to applicable federal regulations and issuance by such securities
intermediary of a deposit advice or other written confirmation of such
book-entry registration to the Trustee or its nominee or custodian of the
purchase by the Trustee or its nominee or custodian of such book-entry
securities; the identification by the Federal Reserve Bank of such book-entry
securities on its record being credited to the securities intermediary's
participant's securities account; the making by such securities intermediary
of entries in its books and records identifying such book-entry security held
through the Federal Reserve System pursuant to federal book-entry regulations
as being credited to the Trustee's securities account or custodian's
securities account and indicating that such custodian holds such Trust Account
Property solely as agent for the Trustee or its nominee or custodian; and such
additional or alternative procedures as may hereafter become appropriate to
effect complete transfer of ownership of any such Trust Account Property to
the Trustee or its nominee or custodian, consistent with changes in applicable
law or regulations or the interpretation thereof; and

     (c) with respect to any item of Trust Account Property that is an
uncertificated security under Section 8-102(18) of the UCC and that is not
governed by clause (b) above, registration on the books and records of the
issuer thereof in the name of the securities intermediary, the sending of a
confirmation by the securities intermediary of the purchase by the Trustee or
its nominee or custodian of such uncertificated security, the making by such
securities intermediary of entries on its books and records identifying such
uncertificated certificates as belonging to the Trustee or its nominee or
custodian.

     "Depositor" means Bear Stearns Asset Backed Funding Inc., a Delaware
corporation, and its successors in interest to the extent permitted hereunder.

     "Depository Agreement" means the agreement dated [_____________], among
the Trustee and The Depository Trust Company, as the initial Clearing Agency,
substantially in the form attached as Exhibit C hereto.

     "Determination Date" means, unless otherwise specified in this Agreement,
the [______] Business Day of each calendar month.

     "Distribution Account" means the account designated as such, established
and maintained pursuant to Section 5.01(a)(iii).

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<PAGE>

     "Distribution Date" means, with respect to each Collection Period, the
[_______] day of the following calendar month or, if such day is not a
Business Day, the immediately following Business Day, commencing on
[_________________].

     "Eligible Deposit Account" means either (a) a segregated account with an
Eligible Institution or (b) a segregated trust account with the corporate
trust department of a depository institution organized under the laws of the
United States of America or any one of the states thereof or the District of
Colombia (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 shall have a credit
rating from each Rating Agency in one of its generic rating categories that
signifies investment grade.

     "Eligible Institution" means (a) the corporate trust department of the
Trustee or any other entity specified in this Agreement or (b) a depository
institution organized under the laws of the United States of America or any
one of the states thereof or the District of Columbia (or any domestic branch
of a foreign bank), which (i) has either (A) a long-term unsecured debt rating
of [AAA] or better by [RATING AGENCY] and [A1] or better by [RATING AGENCY] or
(B) a certificate of deposit rating of [A-1+] by [RATING AGENCY] and [P-1] or
better by [RATING AGENCY] or any other long-term, short-term or certificate of
deposit rating acceptable to the Rating Agencies and (ii) whose deposits are
insured by the FDIC. If so qualified, the Trustee or any such other entity
specified in this Agreement may be considered an Eligible Institution for the
purposes of clause (b) of this definition.

     "Eligible Investments" mean book-entry securities, negotiable instruments
or securities represented by instruments in bearer or registered form which
evidence:

     (a) direct 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 (of 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 applicable rating
category granted thereby;

     (c) commercial paper, variable amount notes or other short term debt
obligations, having, at the time of the investment or contractual commitment
to invest therein, a rating from each of the Rating Agencies in the highest
applicable rating category granted thereby;

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

                                      7
<PAGE>

     (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
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);

     (g) any other investment with respect to which the Trustee or the
Servicer has received written notification from the Rating Agencies that the
acquisition of such investment as an Eligible Investment will not result in a
withdrawal or downgrading of the ratings of the Certificates.

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

     "Event of Default" means an event specified in Section 9.01.

     "FDIC" means the Federal Deposit Insurance Corporation.

     "Final Scheduled Distribution Date" means [______________________].

     "Final Scheduled Maturity Date" means [______________________].

     "Financed Vehicle" means [a new and used automobile, light-duty truck,
motorcycle, recreational vehicle, van, minivan or sport utility vehicle],
together with all accessions thereto, securing an Obligor's indebtedness under
the related Contract.

     "Initial Certificate Balance" means $[______________________].

     "Initial Class [A] Balance" means $[______________________].

     "Initial Class [B] Balance" means $[______________________].

     "Initial Collection Period" means the period beginning on, and including,
[_______________] to and including [________________].

     "Insolvency Event" means, with respect to a specified Person, (a) the
filing of a decree or order for relief by a court having jurisdiction in the
premises in respect of such Person or any substantial part of its property in
an involuntary case under any applicable federal or state bankruptcy,
insolvency or other similar law now or hereafter in effect, or appointing a
receiver, liquidator, assignee, custodian, trustee, sequestrator, or similar
official for such Person or for any substantial part of its property, or
ordering the winding-up or liquidation or such Person's affairs, and such
decree or order shall remain unstayed and in effect for a period of 60
consecutive days; or (b) the commencement by such Person of a voluntary case
under any applicable federal or state bankruptcy, insolvency or other similar
law now or hereafter in effect, or the consent by such Person to the entry of
an order for relief in an involuntary case under any such law, or the

                                      8
<PAGE>

consent by such Person to the appointment of or taking possession by, a
receiver, liquidator, assignee, custodian, trustee, sequestrator, or similar
official for such Person or for any substantial part of its property, or the
making by such Person of any general assignment for the benefit of creditors,
or the failure by such Person generally to pay its debts as such debts become
due, or the taking of action by such Person in furtherance of any of the
foregoing.

     "Interest Distribution Amount" means, with respect to any Distribution
Date, the sum of the following amounts in respect of the Receivables and the
preceding Collection Period: (i) that portion of all collections on
Receivables allocable to interest, (ii) Liquidation Proceeds with respect to
the Receivables to the extent allocable to interest due thereon in accordance
with the Servicer's customary servicing procedures; (iii) all Advances made by
the Servicer of interest due on Receivables, (iv) the Purchase Amount of each
Receivable that became a Purchased Receivable during the related Collection
Period to the extent attributable to accrued interest on such Receivable and
(v) Recoveries for such Collection Period; provided, however, that in
calculating the Interest Distribution Amount the following will be excluded:
(i) all payments and proceeds (including Liquidation Proceeds) of any
Purchased Receivables the Purchase Amount of which has been included in the
Interest Distribution Amount in a prior Collection Period; (ii) the sum for
all Receivables of collections on each Receivable received during the
preceding Collection Period in excess of the amount of interest that would be
due on the aggregate Principal Balance of the Receivables during such
Collection Period at their respective APRs if a payment were received on each
Receivable during such Collection Period on the date payment is due under the
terms of the related Contract; (iii) 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 (iv) amounts released from the
Pre-Funding Account.]

     "Investment Earnings" means, with respect to any Distribution Date, the
investment earnings (net of losses and investment expenses) on amounts on
deposit in the Trust Accounts to be deposited to the Distribution Account on
such Distribution Date pursuant to Section 5.01(b).

     "Lien" means a security interest, lien, charge, pledge, equity, or
encumbrance of any kind, other than tax liens, mechanics' liens and any liens
that attach to the respective Receivable or Financed Vehicle, as applicable,
by operation of law as a result of any act or omission by the related Obligor.

     "Liquidated Receivable" means any Receivable liquidated by the Servicer
through sale of a Financed Vehicle or otherwise.

     "Liquidation Proceeds" means, with respect to a Liquidated Receivable,
the monies collected in respect thereof, from whatever source, during the
Collection Period in which such Receivable became a Liquidated Receivable, net
of the sum of any amounts expended by the Servicer in connection with such
liquidation, plus any amounts required by law to be remitted to the Obligor.

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

                                      9
<PAGE>

     "Officers' Certificate" means a certificate signed by the (a) chairman of
the board, the president, any executive vice president or any vice president
and (b) any treasurer, assistant treasurer, secretary or assistant secretary
of the Depositor or the Servicer, as appropriate.

     "Opinion of Counsel" means one or more written opinions of counsel, who
may be an employee of or counsel to the Depositor or the Servicer, which
counsel shall be acceptable to the Trustee or Rating Agencies, as applicable.

     "Original Pool Balance" means the sum, as of any date, of the Pool
Balance as of the Cutoff Date.

     "Originator" means [____________________________] which purchased a
Contract from a Dealer and sold such Contract to the Seller.

     "Outstanding Advances" on the Receivables means the sum, as of the close
of business on the last day of a Collection Period, of all Advances, reduced
as provided in Section 5.04(b).

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

     "Physical Property" has the meaning assigned to such term in the
definition of "Delivery" above.

     "Pool Balance" means, as of the close of business on the last day of a
Collection Period, the aggregate Principal Balance of the Receivables as of
such date (excluding Purchased Receivables and Liquidated Receivables).

     "Principal Balance" means the Amount Financed minus the sum, as of the
close of business on the last day of a Collection Period, of (i) the portion
of all payments made by or on behalf of the related Obligor on or prior to
such day and allocable to principal using the Simple Interest Method and (ii)
any payment of the Purchase Amount allocable to principal.

     "Principal Distribution Amount" means, for any Distribution Date, the sum
of the following amounts with respect to the preceding Collection Period: (i)
that portion of all collections on Receivables allocable to principal; (ii)
all Liquidation Proceeds attributable to the principal amount of Receivables
that became Liquidated Receivables during the Collection Period in accordance
with the Servicer's customary servicing procedures, plus the amount of
Realized Losses with respect to such Liquidated Receivables; (iii) to the
extent attributable to principal, the Purchase Amount received with respect to
each Receivable that became a Purchased Receivable during the related
Collection Period; (iv) partial prepayments relating to refunds of extended
warranty protection plan costs or of physical damage, credit life or
disability insurance policy premiums, but only if such costs or premiums were
financed by the respective Obligor as of the date of the original Contract;
and (v) on the Final Scheduled Distribution Date, any amounts advanced by the
Servicer on such Final Scheduled Distribution Date with respect to principal
on the Receivables; provided, however, that in calculating the Principal
Distribution Amount the following will be excluded: (i) all payments and
proceeds (including Liquidation

                                      10
<PAGE>


Proceeds) of any Purchased Receivables the Purchase Amount of which has been
included in the Principal Distribution Amount in a prior Collection Period,
and (ii) Recoveries.

     "Purchase Amount" means the amount, as of the close of business on the
last day of a Collection Period, required to prepay in full a Receivable under
the terms thereof including interest to the end of the month of purchase.

     "Purchased Receivable" means a Receivable purchased as of the close of
business on the last day of a Collection Period by the Servicer pursuant to
Section 4.07 by the Depositor pursuant to Section 3.02 or by the Seller
pursuant to Section 3.01.

     "Rating Agency" means [RATING AGENCY] and [RATING AGENCY]. If no such
organization or successor is any longer in existence, "Rating Agency" shall
mean any nationally recognized statistical rating organization or other
comparable Person designated by the Depositor, notice of which designation
shall be given to the Trustee and the Servicer.

     "Rating Agency Condition" means, with respect to any action, that each
Rating Agency shall have been given 10 days' (or such shorter period as shall
be acceptable to each Rating Agency) prior notice thereof and that each of the
Rating Agencies shall have notified the Depositor, the Servicer and the
Trustee in writing that such action will not result in a reduction or
withdrawal of the then current rating of the Certificates.

     "Realized Losses" means, with respect to any Receivable that becomes a
Liquidated Receivable, the excess of the Principal Balance of such Liquidated
Receivable over Liquidation Proceeds to the extent allocable to principal.

     "Receivable" means any [retail installment sales contract, retail
installment loan, purchase money note or other note] transferred to the Trust
on the Closing Date that is listed on Schedule A to this Agreement (which
schedule may be in the form of microfiche).

     "Receivable Files" means the documents specified in Section 3.04.

     ["Receivables Purchase Agreement" means the purchase agreement dated as
of [_______] between the Seller, as seller and the Depositor, as purchaser.]

     "Receivables Servicers" means the Persons listed on Schedule C hereto, as
amended from time to time, which will act as subservicer for the Servicer and,
among other things, collects payments due on the Receivables.

     "Record Date" with respect to each Distribution Date means the first day
of the calendar month in which such Distribution Date occurs, unless otherwise
specified in this Agreement.

     "Recoveries" means, with respect to any Receivable that becomes a
Liquidated Receivable, monies collected in respect thereof, from whatever
source, during any Collection Period following the Collection Period in which
such Receivable became a Liquidated Receivable, net of the sum of any amounts
expended by the Servicer for the account of the Obligor and any amounts
required by law to be remitted to the Obligor.

                                      11
<PAGE>

     "Reserve Account" means the account designated as such, established and
maintained pursuant to Section 5.07.

     "Reserve Account Initial Deposit" means, with respect to the Closing Date
and taking into account any transfer of Subsequent Receivables on such date,
an amount equal to the Specified Reserve Account Balance on the Closing Date
(which is equal to $[________________]) and, with respect to each Subsequent
Transfer Date after the Closing Date, an amount equal to [___]% of the
Principal Balance of the Subsequent Receivables transferred to the Trust on
such Subsequent Transfer Date.

     "Reserve Account Property" has the meaning assigned thereto in Section
5.07(b).

     "Seller" means [____________________], a [____________________] and its
successors in interest.

     "Servicer" means [____________________], as the servicer of the
Receivables, and each successor Servicer pursuant to Section 8.03 or 9.02.

     "Servicer's Certificate" means an Officers' Certificate of the Servicer
delivered pursuant to Section 4.09, substantially in the form of Exhibit D.

     "Servicing Fee" means the fee payable to the Servicer for services
rendered during each Collection Period, determined pursuant to Section 4.08.

     "Servicing Rate" means [___]% per annum.

     "Simple Interest Method" means 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 product of the fixed
rate of interest multiplied by the unpaid principal balance multiplied by the
period of time elapsed since the preceding payment of interest was made and
the remainder of such payment is allocable to principal.

     "Specified Reserve Account Balance" means [STATE FORMULA].

     "Supplemental Servicing Fee" has the meaning set forth in Section 4.08.

     "Total Distribution Amount" means, for each Distribution Date, the sum of
the Interest Distribution Amount and the Principal Distribution Amount (other
than the portion thereof attributable to Realized Losses).

     "Trust" shall have the meaning set forth in this Agreement.

     "Trustee" means [TRUSTEE], a [_____], not in its individual capacity, but
as Trustee under this pooling and servicing agreement, or, its successors in
interest and any successor Trustee hereunder.

     "Trustee Officer" means the chairman or vice-chairman of the board of
directors, the chairman or vice-chairman of the executive committee of the
board of directors, the

                                      12
<PAGE>

president, any vice president, the secretary, any assistant secretary, the
treasurer, any assistant treasurer, the cashier, any assistant cashier, any
trust officer or assistant trust officer, the controller and any assistant
controller or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers
and also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of such officer's knowledge of
and familiarity with the particular subject.

     "UCC" means the Uniform Commercial Code as in effect in the relevant
jurisdiction on the date thereof.

     Section 1.02 Other Definitional Provisions. (a) All terms defined in this
Agreement shall have the defined meanings when used in any certificate or
other document made or delivered pursuant hereto or thereto unless otherwise
defined therein.

     (b) As used herein and in any certificate or other document made or
delivered pursuant hereto, accounting terms not defined herein or in any such
certificate or other document, and accounting terms partly defined herein or
in any such certificate or other document to the extent not defined, shall
have the respective meanings given to them under generally accepted accounting
principles. To the extent that the definitions of accounting terms herein or
in any such certificate or other document are inconsistent with the meanings
of such terms under generally accepted accounting principles, the definitions
contained herein, or in any such certificate or other document shall control.

     (c) The words "hereof," "herein," "hereunder" and word of similar import
when used herein shall refer to this Agreement as a whole and not to any
particular provision of this Agreement; Article, Section, Schedule and Exhibit
references contained in this Agreement are references to Articles, Sections,
Schedules and Exhibits in or to this Agreement, respectively; and the term
"including" and its variations shall mean "including without limitation".

     (d) The definitions contained in this Agreement are applicable to the
singular as well as the plural forms of such terms and to the masculine as
well as to the feminine and neuter genders of such terms.

     (e) Any agreement, instrument or statute defined or referred to herein or
in any instrument or certificate delivered in connection herewith means such
agreement, instrument or statute as from time to time amended, modified or
supplemented 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.

                                  ARTICLE II.

                            Establishment of Trust

     Section 2.01 Creation of Trust. Upon the execution of this Agreement by
the parties hereto, there is hereby created a separate trust, which shall be
known as Whole Auto Loan Trust 200[__-__] (the "Trust"). The Trust shall be
administered pursuant to the provisions of this Agreement for the benefit of
the Certificateholders.

                                      13
<PAGE>

     Section 2.02 Acceptance by Trustee. The Trustee hereby accepts all
consideration conveyed by the Depositor pursuant to Section 2.03 and declares
that it will hold such consideration upon the trusts set forth herein for the
benefit of the Certificateholders, subject to the terms and provisions of this
Agreement.

     Section 2.03 Conveyance of Receivables. In consideration of the Trustee's
delivery on the Closing Date to or upon the order of the Depositor of Class
[A] Certificates in an initial aggregate principal amount equal to the Initial
Class [A] Balance and Class [B] Certificates in an initial aggregate principal
amount equal to the Initial Class [B] Balance, the Depositor does hereby sell,
transfer, assign, set over and otherwise convey to the Trustee for the benefit
of the Certificateholders, without recourse (subject to the obligations set
forth herein), all right, title and interest of the Depositor in and to:

           (1)  the Receivables, and all moneys received thereon on and after
           [____________];

           (2)  the security interests in the Financed Vehicles granted by
           Obligors pursuant to the Receivables and any other interest of the
           Seller or the Depositor in such Financed Vehicles;

           (3)  any proceeds with respect to the Receivables from claims on
           any physical damage, credit life or disability insurance policies
           covering Financed Vehicles or Obligors;

           (4)  any proceeds from recourse to Dealers on Receivables with
           respect to which the Servicer has determined in accordance with its
           customary servicing procedures that eventual payment in full is
           unlikely;

           (5)  any Financed Vehicle that shall have secured any such
           Receivable and shall have been acquired by or on behalf of the
           Seller, the Depositor, the Servicer or the Trust;

           (6)  all right, title and interest of the Depositor under the
           Receivables Purchase Agreement, including, without limitation, the
           right of the Depositor to cause the Seller to purchase Receivables
           under certain circumstances.

           (7)  the proceeds of any and all of the foregoing.

                                 ARTICLE III.

                                The Receivables

     Section 3.01 Representations and Warranties of the Seller. (a) The Seller
has made each of the representations and warranties set forth under Section [
] of the Receivables Purchase Agreement and has consented to the assignment by
the Depositor to the Trust of the Depositor's rights with respect thereto.
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 Trust. Pursuant to Section
2.02 of this

                                      14
<PAGE>

Agreement, the Depositor has sold, assigned, transferred and conveyed to the
Trust, as part of the assets of the Trust, its rights under the Receivables
Purchase Agreement, including the representations and warranties of the Seller
in Section [ ] therein, upon which the Trustee relies in accepting the
Receivables and delivering the Certificates, together with all rights of the
Depositor with respect to any breach thereof, including the right to require
the Seller to repurchase Receivables in accordance with the Receivables
Purchase Agreement. It is understood and agreed that the representations and
warranties referred to in this Section shall survive the delivery of the
Receivable Files to the Trustee or any custodian.

     (b) The Seller hereby agrees that the Trustee shall have the right, on
behalf of the Trust and the Certificateholders, to enforce any and all rights
under the Receivables Purchase Agreement assigned to the Trust herein,
including the right to cause the Sellers to repurchase any Receivable with
respect to which it is in breach of any of its representations and warranties
set forth in Section [ ] therein, directly against the Sellers as though the
Trustee, as trustee of the Trust, were a party to the Receivables Purchase
Agreement, and the Trustee shall not be obligated to exercise any such rights
indirectly through the Depositor.

     Section 3.02 Representations and Warranties of the Depositor. The
Depositor makes the following representations and warranties as to the
Receivables on which the Trustee relies in accepting the Receivables and
delivering the Certificates and the Security Insurer relies in issuing the
Policy. 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 by the Depositor to the
Trust.

          (i) Schedule of Receivables. No selection procedures adverse to the
     Certificateholders have been used in selecting the Receivables from all
     receivables owned by the Depositor which meet the selection criteria
     specified herein.

          (ii) No Sale or Transfer. No Receivable has been sold, transferred,
     assigned or pledged by the Depositor to any Person other than the Trust.

          (iii) Good Title. Immediately prior to the transfer and assignment
     of the Receivables to the Trust herein contemplated, each Receivable was
     free and clear of all Liens and rights of others to the extent created by
     the Depositor; and, immediately upon the transfer thereof, the Trust has
     either (i) good and marketable title to each Receivable, free and clear
     of all of all Liens and rights of others to the extent created by the
     Depositor and the transfer has been perfected under applicable law or
     (ii) a first priority perfected security interest in the Depositor's
     rights in each Receivable.

     Section 3.03 Repurchase Upon Breach. The Depositor, the Servicer or the
Trustee, as the case may be, shall inform the other parties to this Agreement
promptly, in writing, upon the discovery of any breach of the Depositor's
representations and warranties made pursuant to Section 3.01 of this Agreement
or Section [___] of the Receivable Purchase Agreement or of the Depositor's
representations and warranties made pursuant to Section 3.02 above. Unless any
such breach shall have been cured by the last day of the second Collection
Period following the discovery thereof by the Trustee or receipt by the
Trustee of notice from the Depositor or the Servicer of such breach, the
Depositor shall be obligated to repurchase any

                                      15
<PAGE>

Receivable materially and adversely affected by any such breach as of such
last day (or, at the Depositor's option, the last day of the first Collection
Period following such discovery or notice). In consideration of the repurchase
of any Receivable, the Depositor shall remit the Purchase Amount, in the
manner specified in Section 5.05; provided, however, that the obligation of
the Depositor to repurchase any receivable arising solely as a result of a
breach of the Seller's representations and warranties under Section [ ] of the
Receivables Purchase Agreement is subject to the receipt by the Depositor of
the Purchase Amount from the Seller. Subject to the provisions of Section
7.03, the sole remedy of the Trustee, the Trust or the Certificateholders with
respect to a breach of representations and warranties pursuant to Section 3.01
and 3.02 and the Agreement contained in this Section shall be to require the
Depositor to repurchase Receivables pursuant to this Section, subject to the
conditions contained herein or to enforce the Seller's obligation to the
Depositor to repurchase such Receivables pursuant to the Receivables Purchase
Agreement.

     Section 3.04 Custody of Receivable Files. To assure uniform quality in
servicing the Receivables and to reduce administrative costs, the Trustee,
upon the execution and delivery of this Agreement, hereby revocably appoints
the Servicer, and the Servicer hereby accepts such appointment, to act as the
agent of the Trustee as custodian of the following documents or instruments
which are hereby constructively delivered to the Trustee as of the Cutoff Date
with respect to each Receivable:

          (i) the original of the Receivable;

          (ii) the original credit application fully executed by the Obligor;

          (iii) the original certificate of title or such documents that the
     Servicer or the Depositor shall keep on file, in accordance with its
     customary procedures, evidencing the security interest of the Depositor
     in the Financed Vehicle; and

          (iv) any and all other documents that the Servicer or the Depositor
     shall keep on file, in accordance with its customary procedures, relating
     to a Receivable, an Obligor or a Financed Vehicle.

     Section 3.05 Duties of Servicer as Custodian. (a) Safekeeping. The
Servicer shall hold the Receivable Files as custodian on behalf of the Trustee
for the benefit of all present and future Certificateholders, and shall
maintain such accurate and complete accounts, records and computer systems
pertaining to each Receivable File as shall enable the Trustee to comply with
this Agreement. In performing its duties as custodian the Servicer shall act
with reasonable care, using that degree of skill and attention that the
Servicer exercises with respect to the receivable files relating to all
comparable [new and used automobiles, light-duty trucks, motorcycles,
recreational vehicles, vans, minivans and/or sport utility vehicles]
receivables that the Servicer services for itself or others. The Servicer
shall conduct, or cause to be conducted, periodic audits of the Receivable
Files held by it under this Agreement, and of the related accounts, records
and computer systems, in such a manner as shall enable the Trustee to verify
the accuracy of the Servicer's record keeping. The Servicer shall promptly
report to the Trustee any failure on its part to hold the Receivable Files and
maintain its accounts, records and computer systems as herein provided and
shall promptly take appropriate action to remedy any

                                      16
<PAGE>

such failure. Nothing herein shall be deemed to require an initial review or
any periodic review by the Trustee of the Receivable Files.

     (b) Maintenance of and Access to Records. The Servicer shall maintain
each Receivable File at one of its offices specified in Schedule B to this
Agreement or at such other office as shall be specified to the Trustee by
written notice not later than 30 days after any change in location. The
Servicer shall make available to the Trustee or its duly authorized
representatives, attorneys or auditors a list of locations of the Receivable
Files and the related accounts, records and computer systems maintained by the
Servicer at such times during normal business hours as the Trustee shall
instruct.

     (c) Release of Documents. Upon instruction from the Trustee, the Servicer
shall release any Receivable File to the Trustee, the Trustee's agent or the
Trustee's designee, as the case may be, at such place or places as the Trustee
may designate, as soon as practicable.

     Section 3.06 Instructions; Authority to Act. The Servicer shall be deemed
to have received proper instructions with respect to the Receivable Files upon
its receipt of written instructions signed by a Trustee Officer.

     Section 3.07 Custodian's Indemnification. The Servicer as custodian shall
indemnify the Trustee and each of its officers, directors, employees and
agents for any and all liabilities, obligations, losses, compensatory damages,
payments, costs, or expenses of any kind whatsoever that may be imposed on,
incurred by or asserted against the Trustee or any of its officers, directors,
employees or agents as the result of any improper act or omission in any way
relating to the maintenance and custody by the Servicer as custodian of the
Receivable Files; provided, however, that the Servicer shall not be liable to
the Trustee or any such officers, director, employee or agent of the Trustee
for any portion of any such amount resulting from the willful misfeasance, bad
faith or negligence of the Trustee or any such officer, director, employee or
agent of the Trustee.

     Section 3.08 Effective Period and Termination. The Servicer's appointment
as custodian shall become effective as of the Cutoff Date and shall continue
in full force and effect until terminated pursuant to this Section. If
__________ shall resign as Servicer in accordance with the provisions hereof,
or if all of the rights and obligations of any Servicer shall have been
terminated under Section 9.01, the appointment of such Servicer as custodian
shall be terminated by the Trustee or by Holders of the Class [A] Certificates
evidencing not less than [___]% of the Class [A] Certificate Balance, in the
same manner as the Trustee or such Holders may terminate the rights and
obligations of the Servicer under Section 9.01. The Trustee may terminate the
Servicer's appointment as custodian, with cause, at any time upon written
notification to the Servicer, and without cause upon 30 days' prior written
notification. As soon as practicable after any termination of such
appointment, the Servicer shall deliver the Receivable Files to the Trustee or
the Trustee's agent at such place or places as the Trustee may reasonably
designate.

                                      17
<PAGE>

                                 ARTICLE IV.

                  Administration and Servicing of Receivables

     Section 4.01 Duties of Servicer. The Servicer, as agent for the Trustee
(to the extent provided herein), shall manage, service, administer and make
collections on the Receivables (other than Purchased Receivables) with
reasonable care, using that degree of skill and attention that the Servicer
exercises with respect to all comparable receivables that it services for
itself or others. The Servicer's duties shall include collection and posting
of all payments, [responding to inquiries of Obligors on such Receivables],
investigating delinquencies, [sending payment coupons to Obligors], [reporting
tax information to Obligors,] accounting for collections, furnishing monthly
and annual statements to the Trustee with respect to distributions[, and
making Advances pursuant to Section 5.04]. Subject to the provisions of
Section 4.02, the Servicer shall follow its customary standards, policies and
procedures in performing its duties as Servicer. Without limiting the
generality of the foregoing, the Servicer is authorized and empowered by the
Trustee to execute and deliver, on behalf of itself, the Trust, the
Certificateholders, the Trustee, or any of them, any and all instruments of
satisfaction or cancellation, or partial or full release or discharge, and all
other comparable instruments, with respect to such Receivables or to the
Financed Vehicles securing such Receivables. If the Servicer shall commence a
legal proceeding to enforce a Receivable, the Trustee (in the case of any
Receivable other than a Purchased Receivable) shall thereupon be deemed to
have automatically assigned, solely for the purpose of collection, such
Receivable to the Servicer. If in any enforcement suit or legal proceeding it
shall be held that the Servicer may not enforce a Receivable on the ground
that it shall not be a real party in interest or a holder entitled to enforce
such Receivable, the Trustee shall, at the Servicer's expense and direction,
take steps to enforce such Receivable, including bringing suit in its name or
the name of the Certificateholders. The Trustee shall, upon written request of
the Servicer, furnish the Servicer with any powers of attorney and other
documents reasonably necessary or appropriate to enable the Servicer to carry
out its servicing and administrative duties hereunder.

     Section 4.02 Collection and Allocation of Receivable Payments. The
Servicer shall make reasonable efforts to collect all payments called for
under the terms and provisions of the Receivables as and when the same shall
become due and shall follow such collection procedures as it follows with
respect to all comparable [new and used automobiles, light-duty trucks,
motorcycles, recreational vehicles, vans, minivans and/or sport utility
vehicles] receivables that it services for itself or others. The Servicer
shall allocate collections between principal and interest in accordance with
the customary servicing procedures it follows with respect to all comparable
[new and used automobiles, light-duty trucks, motorcycles, recreational
vehicles, vans, minivans and/or sport utility vehicles] receivables that it
services for itself or others. The Servicer shall not change the amount of or
reschedule the due date of any scheduled payment of a Receivable to a date
more than 30 days from the original due date of such scheduled payment, change
the annual percentage rate of or extend any Receivable or change any material
term of a Receivable, except as provided by the terms of the Receivable or of
this Agreement or as required by law or court order; provided, however, that
the Servicer may extend any Receivable that is in default or with respect to
which default is reasonably foreseeable and that would be acceptable to the
Servicer with respect to comparable new or used automobile and light-duty
truck receivables that it services for itself, if (a) the amount on deposit in
the Reserve

                                      18
<PAGE>

Account is greater than zero at the time of the extension, (b) the total
credit-related extensions granted on the Receivable will not exceed [ ] months
in the aggregate, (c) the total number of credit-related extensions granted on
the Receivable will not exceed two, (d) the maturity of such Receivable will
not be extended beyond [ ]; and (e) after giving effect to such extension, the
aggregate Principal Balance of Receivables the maturity of which have been
extended does not exceed [ ]% of the Cut-off Date Pool Balance. If, as a
result of inadvertently rescheduling or extending payments, such rescheduling
or extension breaches any of the terms of the proviso to the preceding
sentence, then the Servicer shall be obligated to purchase such Receivable
pursuant to Section 4.07. For the purpose of such purchases pursuant to
Section 4.07, notice shall be deemed to have been received by the Servicer at
such time as shall make purchase mandatory as of the last day of the
Collection Period during which the discovery of such breach occurred. [The
Servicer may in its discretion waive any late payment charge or any other fees
that may be collected in the ordinary course of servicing a Receivable.]

     Section 4.03 Realization Upon Receivables. On behalf of the Trust, the
Servicer shall use its best efforts, consistent with its customary servicing
procedures, to repossess or otherwise convert the ownership of the Financed
Vehicle securing any Receivable as to which the Servicer shall have determined
eventual payment in full is unlikely. The Servicer shall follow such customary
and usual practices and procedures as it shall deem necessary or advisable in
its servicing of such receivables, which shall include reasonable efforts to
realize upon any recourse, if any, to Dealers and selling the Financed Vehicle
at public or private sale. The foregoing shall be subject to the provision
that, in any case in which the Financed Vehicle shall have suffered damage,
the Servicer shall not expend funds in connection with the repair or the
repossession of such Financed Vehicle unless it shall determine in its
discretion that such repair and/or repossession will increase the Liquidation
Proceeds by an amount greater than the amount of such expenses.

     Section 4.04 Physical Damage Insurance. The Servicer, in accordance with
its customary servicing procedures, shall require that each Obligor shall have
obtained physical damage insurance covering the Financed Vehicle as of the
execution of the Receivable.

     Section 4.05 Maintenance of Security Interests in Financed Vehicles. The
Servicer shall, in accordance with its customary servicing procedures, take
such steps as are necessary to maintain perfection of the security interest
created by each Receivable in the related Financed Vehicle. The Trustee hereby
authorizes the Servicer to take such steps as are necessary to re-perfect such
security interest on behalf of the Trust in the event of the relocation of a
Financed Vehicle or for any other reason.

     Section 4.06 Covenants of Servicer. The Servicer shall not (i) release
the Financed Vehicle securing each such Receivable from the security interest
granted by such Receivable in whole or in part except in the event of payment
in full by or on behalf of the Obligor thereunder, (ii) impair the rights of
the Trust in the Receivables, or (iii) increase the number of payments under a
Receivable, increase the Amount Financed under a Receivable or extend or
forgive payments on a Receivable, except as provided in Section 4.02. In the
event that at the end of the scheduled term of any Receivable, the outstanding
principal amount thereof is such that the final payment to be made by the
related Obligor is larger than the regularly scheduled payment of principal
and interest made by such Obligor, the Servicer may permit such

                                      19
<PAGE>

Obligor to pay such remaining principal amount in more than one payment of
principal and interest; provided that the last such payment shall be due on or
prior to the Collection Period immediately preceding the Final Scheduled
Maturity Date.

     Section 4.07 Purchase of Receivables Upon Breach. The Servicer or the
Trustee shall inform the other party and the Depositor promptly, in writing,
upon the discovery of any breach pursuant to Section 4.02, 4.05 or 4.06.
Unless the breach shall have been cured by the last day of the second
Collection Period following such discovery (or, at the Servicer's election,
the last day of the first following Collection Period), the Servicer shall
purchase any Receivable materially and adversely affected by such breach as of
such last day. If the Servicer takes any action in any Collection Period
pursuant to Section 4.02 that impairs the right of the Trustee, the Trust or
the Certificateholders in any Receivable or as otherwise provided in Section
4.02, the Servicer shall purchase such Receivable as of the last day of such
Collection Period. In consideration of the purchase of any such Receivable
pursuant to either of the two preceding sentences, the Servicer shall remit
the Purchase Amount in the manner specified in Section 5.05. For purposes of
this Section, the Purchase Amount shall consist in part of a release by the
Servicer of all rights of reimbursement with respect to Outstanding Advances
on the Receivable. Subject to Section 8.02, the sole remedy of the Trustee,
the Trust or the Certificateholders with respect to a breach pursuant to
Section 4.02, 4.05 or 4.06 shall be to require the Servicer to repurchase
Receivables pursuant to this Section. The Trustee shall have no duty to
conduct any affirmative investigation as to the occurrence of any condition
requiring the repurchase of any Receivable pursuant to this Section.

     Section 4.08 Servicing Fee. The Servicer shall be entitled to [any
interest earned on the amounts deposited in the Collection Account during each
Collection Period plus] all late fees, prepayment charges and other
administrative fees and expenses or similar charges, if any, allowed by
applicable law and the terms of the Receivables during each Collection Period
(the "Supplemental Servicing Fee"). The Servicer also shall be entitled to the
Servicing Fee, as provided herein. The Servicing Fee for a Distribution Date
shall equal the product of (a) one twelfth, (b) the Servicing Rate and (c) the
Pool Balance as of the first day of the preceding Collection Period.

     Section 4.09 Servicer's Certificate. On or prior to [the Determination
Date for each] [the [ ] Business Day prior to each] Payment Date, the Servicer
shall deliver to the Depositor and the Trustee, with a copy to the Rating
Agencies, (a) the Monthly Receivables Tape for the related Collection Period,
and (b) a Servicer's Certificate containing all information (including all
specific dollar amounts) necessary to make the transfers and distributions
pursuant to Section 5.06 for the Collection Period preceding the date of such
Servicer's Certificate. Receivables purchased or to be purchased by the
Servicer or the Seller shall be identified by the Servicer by the Seller's
account number with respect to such Receivable (as specified in the Schedule
of Receivables).

     Section 4.10 Annual Statement as to Compliance; Notice of Default. (a)
The Servicer shall deliver to the Trustee, on or before March 31 of each year
beginning March 31, 20[ ], an Officers' Certificate, dated as of
[_____________] of the preceding year, stating that (A) a review of the
activities of the Servicer during the preceding 12-month period (or such
shorter period as shall have elapsed since the Closing Date) and of its
performance hereunder

                                      20
<PAGE>


and under this Agreement has been made under such officers' supervision and
(B) to the best of such officers' knowledge, based on such review, the
Servicer has fulfilled all its obligations under this Agreement throughout
such year or, if there has been a default in the fulfillment of any such
obligation, specifying each such default known to such officers and the nature
and status thereof. The Trustee shall send a copy of such certificate and the
report referred to in Section 4.11 to the Rating Agencies. A copy of such
certificate and the report referred to in Section 4.11 may be obtained by any
Certificateholder by a request in writing to the Trustee addressed to the
Corporate Trust Office.

     (b) The Servicer shall deliver to the Trustee and to the Rating Agencies,
promptly after having obtained knowledge thereof, but in no event later than 5
Business Days thereafter, written notice in an Officers' Certificate of any
event which with the giving of notice or lapse of time, or both, would become
an Event of Default under Section 9.01, clause (a) or (b).

     Section 4.11 Annual Independent Certified Public Accountant's Report. The
Servicer shall cause a firm of independent certified public accountants, which
may also render other services to the Servicer, the Depositor or their
Affiliates, to deliver to the Owner Trustee and the Trustee on or before March
31 of each year beginning March 31, 20[ ], a report addressed to the Board of
Directors of the Servicer, to the effect that such firm has examined the
automobile and light-duty truck receivable servicing functions of the Servicer
for such period, including the Servicer's procedures and records relating to
servicing of the Receivables under this Agreement and that, on the basis of
such examination, such firm is of the opinion that such servicing has been
conducted during such period in compliance with this Agreement except for (a)
such exceptions as such firm believes to be immaterial and (b) such other
exceptions as shall be set forth in such firm's report. In addition, such
report shall state that [such firm has compared the mathematical calculations
of each amount set forth in the Servicer's Certificates forwarded by the
Servicer pursuant to Section 4.09 during the period covered by such report
(which shall be the preceding calendar year or such shorter period in the case
of the first such report) with the Servicer's computer reports which were the
source of such amounts and that on the basis of such comparison, such firm is
of the opinion that such amounts are in agreement, except for such exceptions
as such firm believes to be immaterial and such other exceptions as shall be
set forth in such statement.] [Such examination (a) was made in accordance
with generally accepted auditing standards and accordingly included such tests
of the accounting records and such other auditing procedures as such firm
considered necessary in the circumstances; (b) included tests relating to
automotive loans serviced for others in accordance with the requirements of
the Uniform Single Attestation Program for Mortgage Bankers (the "Program"),
to the extent the procedures in such Program are applicable to the servicing
obligations set forth in this Agreement; and (c) except as described in the
report, disclosed no exceptions or errors in the records relating to
automobile and light-duty truck loans serviced for others that, in the firm's
opinion, paragraph four of such Program requires such firm to report.] In
addition, such report shall set forth the procedures performed in conjunction
with the examination and shall contain an opinion of such firm as to the
accuracy of the amounts set forth in the Servicer's Certificates delivered
pursuant to Section 4.09 in such period.

     Such report will also indicate that the firm is independent of the
Servicer within the meaning of the Code of Professional Ethics of the American
Institute of Certified Public Accountants.

                                      21
<PAGE>

     Section 4.12 Access to Certain Documentation and Information Regarding
Receivables. The Servicer shall provide to the Certificateholders access to
the Receivable Files in such cases where the Certificateholder shall be
required by applicable statutes or regulations to review such documentation.
Access shall be afforded without charge, but only upon reasonable request and
during the normal business hours at the offices of the Servicer. Nothing in
this Section shall affect the obligation of the Servicer to observe any
applicable law prohibiting disclosure of information regarding the Obligors,
and the failure of the Servicer to provide access to information as a result
of such obligation shall not constitute a breach of this Section.

     Section 4.13 Servicer Expenses. The Servicer shall be required to pay all
expenses incurred by it in connection with its activities hereunder, including
fees and disbursements of independent accountants, taxes imposed on the
Servicer and expenses incurred in connection with distributions and reports to
Certificateholders.

     Section 4.14 Appointment of Subservicer. The Servicer may at any time
appoint a subservicer to perform all or any portion of its obligations as
Servicer hereunder; provided that the Rating Agency Condition shall have been
satisfied in connection therewith; and, provided, further, that the Servicer
shall remain obligated and shall be liable to the Trustee and the
Certificateholders for the servicing and administering of the Receivables in
accordance with the provisions hereof without diminution of such obligation
and liability by virtue of the appointment of such subservicer and to the same
extent and under the same terms and conditions as if the Servicer alone were
servicing and administering the Receivables. The fees and expenses of the
subservicer shall be as agreed between the Servicer and its subservicer from
time to time, and none of the Trust, the Trustee or the Certificateholders
shall have any responsibility therefor.

     Section 4.15 Sarbanes-Oxley Act of 2002. To the extent permitted by
applicable law and the rules of the Securities and Exchange Commission as
interpreted by the staff of the Securities and Exchange Commission, the
Servicer shall furnish to the [Depositor] [Trustee] in a timely manner for
filing under the Securities Exchange Act of 1934, as amended, the
certification required by Section 302 of the Sarbanes-Oxley Act of 2002 in
respect of any Securitization of the Receivables; provided that such
certification shall only relate to the Servicing Report. Whether or not such
certification may be given by the Servicer, the Servicer hereby indemnifies
and holds harmless the [Depositor] [Trustee] against any loss, liability and
damages incurred by the [Depositor] [Trustee] in respect of any certification
furnished by it pursuant to such Section 302 of the Sarbanes-Oxley Act of 2002
to the extent such loss, liability and damages arises out of or is based on
such certification relating to information contained in or omitted from any
Servicer Report.

                                  ARTICLE V.

                        Distributions; Reserve Account;
                       Statements to Certificateholders

     Section 5.01 Establishment of Trust Accounts. (a) (i) The Servicer, for
the benefit of the Certificateholders, shall establish and maintain in the
name of the Trustee an Eligible Deposit Account (the "Collection Account"),
bearing a designation clearly indicating that the funds deposited therein are
held for the benefit of the Certificateholders. Investment

                                      22
<PAGE>

earnings on funds in the Collection Account shall be paid to the Servicer as
additional servicing compensation.

          (ii) The Servicer, for the benefit of the Certificateholders, shall
     establish and maintain in the name of the Trustee a non-interest bearing
     account (the "Distribution Account"), bearing a designation clearly
     indicating that the funds deposited therein are held for the benefit of
     the Certificateholders.

     (b) Funds on deposit in the Collection Account shall be invested by the
Trustee in Eligible Investments selected in writing by [ ] or an investment
manager selected by [ ], which investment manager shall have agreed to comply
with the terms of this Agreement as they relate to investing such funds;
provided, however, that it is understood and agreed that the Trustee shall not
be liable for any loss arising from such investment in Eligible Investments.
All such Eligible Investments shall be held by the Trustee for the benefit of
[ ], and on each Distribution Date all interest and other investment income
(net of losses and investment expenses) on funds on deposit therein shall be
paid to [ ]. Other than as permitted by the Rating Agencies, funds on deposit
in the Collection Account shall be invested in Eligible Investments that will
mature (A) not later than the Business Day immediately preceding the next
Distribution Date or (B) on such next Distribution Date if either (x) such
investment is held in the corporate trust department of the institution with
which the Collection Account is then maintained and is invested in a time
deposit of (the Trustee) rated at least [A-1] by [RATING AGENCY] and [P-1] by
[RATING AGENCY] (such account being maintained within the corporate trust
department of the Trustee) or (y) the Trustee (so long as the short-term
unsecured debt obligations of the Trustee are either (1) rated at least [P-1]
by [RATING AGENCY] and [A-1] by [RATING AGENCY] on the date such investment is
made or (2) guaranteed by an entity whose short-term unsecured debt
obligations are rated at least [P-1] by [RATING AGENCY] and [A-1] by [RATING
AGENCY] on the date such investment is made) has agreed to advance funds on
such Distribution Date to the Distribution Account in the amount payable on
such investment on such Distribution Date pending receipt thereof to the
extent necessary to make distributions on such Distribution Date. The
guarantee referred to in clause (y) of the preceding sentence shall be subject
to the Rating Agency Condition. For the purpose of the foregoing, unless the
Trustee affirmatively agrees in writing to make such advance with respect to
such investment prior to the time an investment is made, it shall not be
deemed to have agreed to make such advance. Funds deposited in the Collection
Account upon the maturity of any Eligible Investments on the day immediately
preceding a Distribution Date are not required to be invested overnight. If,
at any time, the Collection Account ceases to be an Eligible Deposit Account,
the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or
such longer period, not to exceed 30 calendar days, as to which each Rating
Agency may consent) establish a new Collection Account as an Eligible Deposit
Account and shall transfer any cash and/or any investments to such new
account.

     Section 5.02 Collections. The Servicer shall remit within two Business
Days of receipt thereof to the Collection Account all payments by or on behalf
of the Obligors with respect to the Receivables (other than Purchased
Receivables) and all Liquidation Proceeds, both as collected during the
Collection Period. Notwithstanding the foregoing, for so long as (i) [        ]
remains the Servicer and (ii) no Event of Default shall have occurred and be
continuing, the Servicer shall remit such collections with respect to the
preceding calendar month

                                      23
<PAGE>


to the Collection Account on the Determination Date immediately preceding the
related Distribution Date. For purposes of this Article V the phrase "payments
by or on behalf of Obligors" shall mean payments made with respect to the
Receivables by Persons other than the Servicer or the Depositor.

     Section 5.03 Application of Collections. All collections for the
Collection Period shall be applied by the Servicer as follows:

           [With respect to each Receivable (other than a Purchased
           Receivable), payments by or on behalf of the Obligor shall be
           applied first[, to reduce Outstanding Advances to the extent
           described in Section 5.04].  Next, any excess shall be applied to
           interest and principal in accordance with the Simple Interest
           Method.]

           [Each payment on a Receivable shall be applied first to the amount
           of interest accrued on such Receivable to the date of receipt, then
           to reduce the scheduled principal amount outstanding on the
           Receivable to the extent of the remaining scheduled payment and
           then to any outstanding fees under the terms of the Receivable.
           Amounts paid by the Depositor, the Seller or the Servicer in
           respect of Repurchased Receivables shall be allocated first to any
           interest accrued on the related Receivable and then to the
           Principal Balance of the related Receivable.]

     [Section 5.04 Advances. As of the close of business on the last day of
each Collection Period, the Servicer shall advance an amount equal to the
amount of interest due on the Receivables at their respective APR's for the
related Collection Period (assuming the Receivables pay on their respective
due dates) minus the amount of interest actually received on the Receivables
during the related Collection Period (such amount, an "Advance"). With respect
to each Receivable, the Advance shall increase Outstanding Advances. If such
calculation results in a negative number, an amount equal to the absolute
value of such negative number shall be paid to the Servicer and the amount of
Outstanding Advances shall be reduced by such amount. In addition, in the
event that a Receivable becomes a Liquidated Receivable, Liquidation Proceeds
with respect to such Receivable attributable to accrued and unpaid interest
thereon (but not including interest for the then current Collection Period)
shall be paid to the Servicer to reduce Outstanding Advances, but only to the
extent of any Outstanding Advances. The Servicer shall not make any advance
with respect to principal of Receivables.]

     Section 5.05 Additional Deposits. The Servicer shall deposit in the
Collection Account the aggregate Advances pursuant to Section 5.04. To the
extent that the Servicer fails to make an Advance pursuant to Section 5.04 on
the date required, the Trustee shall withdraw such amount (or, if
determinable, such portion of such amount as does not represent advances for
delinquent interest) from the Reserve Account and deposit such amount in the
Collection Account. The Servicer and the Depositor shall deposit or cause to
be deposited in the Collection Account the aggregate Purchase Amount with
respect to Purchased Receivables, and the Servicer shall deposit therein all
amounts to be paid under Section 11.02. The Servicer shall deposit the
aggregate Purchase Amount with respect to Purchased Receivables when such
obligations are due, unless the Servicer shall not be required to make daily
deposits pursuant to Section 5.02.

                                      24
<PAGE>

     Section 5.06 Distributions. (a) On each Distribution Date, the Trustee
shall cause to be transferred from the Collection Account to the Distribution
Account, in immediately available funds, the entire amount then on deposit in
the Collection Account; provided, however, that in the event that the Servicer
is required to make deposits to the Collection Account on a daily basis
pursuant to Section 5.02, the amount of the funds transferred from the
Collection Account to the Distribution Account will include only those funds
that were deposited in the Collection Account for the Collection Period
related to such Distribution Date.

     (b) On or prior to each Determination Date, the Servicer shall calculate
the Total Distribution Amount, the Interest Distribution Amount, the Principal
Distribution Amount, the Class [A] Distributable Amount, and the Class [B]
Distributable Amount, and, based on the Total Distribution Amount and the
other amounts to be distributed on the related Distribution Date, determine
the amount distributable to Holders of each class of Certificates.

     (c) On each Distribution Date, the Trustee (based on the information
contained in the Servicer's Certificate delivered on the related Determination
Date pursuant to Section 5.09) shall distribute amounts on deposit in the
Distribution Account and, if applicable, the Reserve Account, in the manner
and priority set forth below:

          (i) to the Servicer, from the Interest Distribution Amount, the
     Servicing Fee and all unpaid Servicing Fees from prior Collection
     Periods;

          (ii) to the Class [A] Certificateholders:

               (A) from the Class [A] Percentage of the Interest Distribution
          Amount (as such Interest Distribution Amount has been reduced by
          Servicing Fee payments), the sum of the Class [A] Interest
          Distributable Amount and the Class [A] Interest Carryover Shortfall
          as of the close of the preceding Distribution Date;

               (B) from the Class [A] Percentage of the Principal Distribution
          Amount (other than the portion thereof attributable to Realized
          Losses), the sum of the Class [A] Principal Distributable Amount and
          the Class [A] Principal Carryover Shortfall as of the close of the
          preceding Distribution Date;

          (iii) to the Class [B] Certificateholders:

               (A) from the Class [B] Percentage of the Interest Distribution
          Amount (as such Interest Distribution Amount has been reduced by
          Servicing Fee payments), the sum of the Class [B] Interest
          Distributable Amount and the Class [B] Interest Carryover Shortfall
          as of the close of the preceding Distribution Date; and

               (B) from the Class [B] Percentage of the Principal Distribution
          Amount, the sum of the Class [B] Principal Distributable Amount and
          the Class [B] Principal Carryover Shortfall as of the close of the
          preceding Distribution Date.

                                      25
<PAGE>

     (d) The rights of the Class [B] Certificateholders to receive
distributions in respect of the Class [B] Certificates shall be and hereby are
subordinated to the rights of the Class [A] Certificateholders to receive
distributions in respect of the Class [A] Certificates and the rights of the
Servicer to receive the Servicing Fee (and any accrued and unpaid Servicing
Fees from prior Collection Periods) in the event of delinquency or defaults on
the Receivables. In addition, the Class [A] Certificateholders and the Class
[B] Certificateholders shall have the respective rights to receive funds from
the Reserve Account in the order of priority set forth below. Such
subordination and withdrawals from the Reserve Account shall be effected as
follows, and all payments shall be effected by applying funds in the following
order:

          (i) If the Class [A] Percentage of the Interest Distribution Amount
     (as such Interest Distribution Amount has been reduced by Servicing Fee
     payments) is less than the sum of the Class [A] Interest Distributable
     Amount and any Class [A] Interest Carryover Shortfall from the preceding
     Distribution Date, the Class [A] Certificateholders shall be entitled to
     receive distributions in respect of such deficiency first, from the Class
     [B] Percentage of the Interest Distribution Amount; second, if such
     amounts are insufficient, from amounts on deposit in the Reserve Account;
     and third, if such amounts are insufficient, from the Class [B]
     Percentage of the Principal Distribution Amount (other than the portion
     thereof attributable to Realized Losses).

          (ii) If the Class [A] Percentage of the Principal Distribution
     Amount (other than the portion thereof attributable to Realized Losses)
     is less than the sum of the Class [A] Principal Distributable Amount and
     the Class [A] Principal Carryover Shortfall from the preceding
     Distribution Date, the Class [A] Certificateholders shall be entitled to
     receive distributions in respect of such deficiency first, from the Class
     [B] Percentage of the Principal Distribution Amount (other than the
     portion thereof attributable to Realized Losses); second, if such amounts
     are insufficient, from amounts on deposit in the Reserve Account; and
     third, if such amounts are insufficient, from the Class [B] Percentage of
     the Interest Distribution Amount.

          (iii) If the Class [B] Percentage of the Interest Distribution
     Amount, less the portion thereof, if any, distributed to the Class [A]
     Certificateholders pursuant to clause (i) above, is less than the Class
     [B] Interest Distributable Amount, the Class [B] Certificateholders shall
     be entitled to receive such deficiency from amounts on deposit in the
     Reserve Account (after giving effect to any withdrawals therefrom
     pursuant to clauses (i) and (ii) above).

          (iv) If the Class [B] Percentage of the Principal Distribution
     Amount (other than the portion thereof attributable to Realized Losses),
     less the portion thereof, if any, distributed to the Class [A]
     Certificateholders pursuant to clause (ii) above, is less than the Class
     [B] Principal Distributable Amount, the Class [B] Certificateholders
     shall be entitled to receive such deficiency from amounts on deposit in
     the Reserve Account (after giving effect to any withdrawals therefrom
     pursuant to clauses (i), (ii) and (iii) above).

     (e) On each Distribution Date, the Trustee shall distribute any amounts
remaining in the Distribution Account after making the distributions described
in Sections

                                      26
<PAGE>

5.06(c) and (d) above in the following amounts and in the following order of
priority: (i) into the Reserve Account until the amount on deposit therein
equals the Specified Reserve Account Balance and (ii) to the Depositor.

     (f) Subject to Section 11.01 respecting the final payment upon retirement
of each Certificate, the Servicer shall on each Distribution Date instruct the
Trustee to distribute to each Certificateholder of record on the preceding
Record Date either by wire transfer in immediately available funds to the
account of such Holder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided to the Servicer
appropriate instructions prior to such Distribution Date and such Holder's
Certificates of either Class in the aggregate evidence a denomination of not
less than $1,000,000, or, if not, by check mailed to such Certificateholder at
the address of such Holder appearing in the Certificate Register, the amounts
to be distributed to such Certificateholder pursuant to such Holder's
Certificates.

     Section 5.07 Reserve Account. (a) In order to effectuate the
subordination provided for herein and to assure that sufficient amounts to
make required distributions to Certificateholders will be available, the
Servicer shall establish and maintain an Eligible Deposit Account (the
"Reserve Account"), bearing a designation clearly indicating that the funds
deposited therein are held in trust for the benefit of the Certificateholders.
The Reserve Account will include the money and other property deposited and
held therein pursuant to Section 5.06(e), 5.08(a) and this Section.

     On or prior to the Closing Date, [ ] shall deposit an amount equal to the
Reserve Account Initial Deposit into the Reserve Account. The Reserve Account
and the Reserve Account Property shall not be part of the Trust, but instead
will be held by the Trustee, as collateral agent, for the benefit of the
Holders of the Certificates. The [ ] hereby acknowledges that the Reserve
Account Initial Deposit (and any investment earnings thereon) is owned
directly by it, and [ ] hereby agrees to treat the same as its assets (and
earnings) for federal income tax and all other purposes.

     (b) In order to give effect to the subordination provided for herein and
to assure the availability of the amounts maintained in the Reserve Account, [
] hereby sells, conveys and transfers to the Trustee, as collateral agent, and
its successors and assigns, the Reserve Account Initial Deposit and all
proceeds thereof and hereby pledges to the Trustee as collateral agent, and
its successors and assigns, all other amounts deposited in or credited to the
Reserve Account from time to time under this Agreement, all Eligible
Investments made with amounts on deposit therein, all earnings and
distributions thereon and proceeds thereof (other than proceeds constituting
net investment earnings attributable to the Reserve Account Property) subject,
however, to the limitations set forth below, and solely for the purpose of
securing and providing for payment of the Class [A] Distributable Amount and
the Class [B] Distributable Amount in accordance with Section 5.06 and this
Section (all the foregoing, subject to the limitations set forth below, the
"Reserve Account Property"), to have and to hold all the aforesaid property,
rights and privileges unto the Trustee, its successors and assigns, in trust
for the uses and purposes, and subject to the terms and provisions, set forth
in this Section. The Trustee hereby acknowledges such transfer and accepts the
trusts hereunder and shall hold and

                                      27
<PAGE>

distribute the Reserve Account Property in accordance with the terms and
provisions of this Section.

     (c) Consistent with the limited purposes for which such trust is granted,
the amounts on deposit in the Reserve Account on each Distribution Date shall
be available for distribution as provided in Section 5.06, in accordance with
and subject to the following: if the amount on deposit in the Reserve Account
(after giving effect to all deposits thereto and withdrawals therefrom on such
Distribution Date) is greater than the Specified Reserve Account Balance, the
Trustee shall release and distribute all such amounts to [ ]. Upon any such
distribution to [ ], the Certificateholders will have no further rights in, or
claims to, such amounts.

     (d) Funds on deposit in the Reserve Account shall be invested by the
Trustee, as collateral agent, in Eligible Investments selected in writing by [
] or an investment manager selected by [ ], which investment manager shall
have agreed to comply with the terms of this Agreement as they relate to
investing such funds; provided, however, that it is understood and agreed that
the Trustee shall not be liable for any loss arising from such investment in
Eligible Investments. Other than as permitted by the Rating Agencies, funds on
deposit in the Reserve Account shall be invested in Eligible Investments that
will mature (A) not later than the Business Day immediately preceding the next
Distribution Date or (B) on such next Distribution Date if either (x) such
investment is held in the corporate trust department of the institution with
which the Reserve Account is then maintained and is invested in a time deposit
of (the Trustee) rated at least [A-1] by [RATING AGENCY] and [P-1] by [RATING
AGENCY] (such account being maintained within the corporate trust department
of the Trustee) or (y) the Trustee (so long as the short-term unsecured debt
obligations of the Trustee are either (1) rated at least [P-1] by [RATING
AGENCY] and [A-1] by [RATING AGENCY] on the date such investment is made or
(2) guaranteed by an entity whose short-term unsecured debt obligations are
rated at least [P-1] by [RATING AGENCY] and [A-1] by [RATING AGENCY] on the
date such investment is made) has agreed to advance funds on such Distribution
Date to the Distribution Account in the amount payable on such investment on
such Distribution Date pending receipt thereof to the extent necessary to make
distributions on such Distribution Date. The guarantee referred to in clause
(y) of the preceding sentence shall be subject to the Rating Agency Condition.
For the purpose of the foregoing, unless the Trustee affirmatively agrees in
writing to make such advance with respect to such investment prior to the time
an investment is made, it shall not be deemed to have agreed to make such
advance. Funds deposited in the Reserve Account upon the maturity of any
Eligible Investments on the day immediately preceding a Distribution Date are
not required to be invested overnight. If, at any time, the Reserve Account
ceases to be an Eligible Deposit Account, the Trustee as collateral agent (or
the Servicer on its behalf) shall within 10 Business Days (or such longer
period, not to exceed 30 calendar days, as to which each Rating Agency may
consent) establish a new Reserve Account as an Eligible Deposit Account and
shall transfer any cash and/or any investments to such new account.

     Investment earnings attributable to the Reserve Account Property shall
not be available to satisfy the subordination provisions of this Agreement and
shall not otherwise be subject to any claims or rights of the
Certificateholders or the Servicer. All such investments shall be made in the
name of the Trustee or its nominee, as collateral agent, and all net income

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<PAGE>

and gain realized thereon shall be solely for the benefit of the Seller and
shall be payable by the Trustee to the Seller on each Distribution Date.
Realized losses, if any, on investments of the Reserve Account Property shall
be charged first against undistributed investment earnings attributable to the
Reserve Account Property and then against the Reserve Account Property.

     (e) With respect to the Reserve Account Property, [ ], on behalf of
itself, its successors and assigns, and the Trustee agree that:

          (i) Any Reserve Account Property that is held in deposit accounts
     shall be held solely in the name of the Trustee, as collateral agent, at
     an Eligible Institution. Each such deposit account shall be subject to
     the exclusive custody and control of the Trustee, and the Trustee shall
     have sole signature authority with respect thereto.

          (ii) Any Reserve Account Property that constitutes Physical Property
     shall be delivered to the Trustee, as collateral agent, in accordance
     with paragraph (a) of the definition of "Delivery" and shall be held,
     pending maturity or disposition, solely by the Trustee, as collateral
     agent, or a securities intermediary (as such term is defined in Section
     8-102(14) of the UCC) acting solely for the Trustee, as collateral agent.

          (iii) Any Reserve Account Property that is a book-entry security
     held through the Federal Reserve System pursuant to federal book-entry
     regulations shall be delivered in accordance with paragraph (b) of the
     definition of "Delivery" and shall be maintained by the Trustee, as
     collateral agent, pending maturity or disposition, through continued
     book-entry registration of such Reserve Account Property as described in
     such paragraph.

          (iv) Any Reserve Account Property that is an "uncertificated
     security" under Section 8-102(18) of the UCC and that is not governed by
     clause (C) above shall be delivered to the Trustee, as collateral agent,
     in accordance with paragraph (c) of the definition of "Delivery" and
     shall be maintained by the Trustee, as collateral agent, pending maturity
     or disposition, through continued registration of the Trustee's (or its
     custodian's or its nominee's) ownership of such security, in its capacity
     as collateral agent.

Effective upon Delivery of any Reserve Account Property in the form of
Physical Property, book-entry securities or uncertificated securities, the
Trustee shall be deemed to have purchased such Reserve Account Property for
value, in good faith and without notice of any adverse claim thereto.

     (f) Each of [ ] and the Servicer agrees to take or cause to be taken such
further actions, to execute, deliver and file or cause to be executed,
delivered and filed such further documents and instruments (including any UCC
financing statements or this Agreement) as may be determined to be necessary
in an Opinion of Counsel to the Seller delivered to the Trustee in order to
perfect the interests created by this Section and otherwise fully to
effectuate the purposes, terms and conditions of this Section. [ ] shall:

                                      29
<PAGE>

          (i) promptly execute, deliver and file any financing statements,
     amendments, continuation statements, assignments, certificates, and other
     documents with respect to such interests and perform all such other acts
     as may be necessary in order to perfect or to maintain the perfection of
     the Trustee's security interest; and

          (ii) file the necessary financing statements or amendments thereto
     within five days, and promptly notify the Trustee of any such filing,
     after the occurrence of any of the following: (1) any change in its
     corporate name or any trade name; (2) any change in the location of its
     chief executive office or principal place of business; and (3) any merger
     or consolidation or other change in its identity or corporate structure
     and promptly notify the Trustee of any such filings.

     (g) The Trustee shall not enter into any subordination or inter-creditor
agreement with respect to the Reserve Account Property.

     (h) Following the payment in full of the Certificate Balance and of all
other amounts owing or to be distributed under this Agreement to
Certificateholders and the termination of the Trust, any amount remaining on
deposit in the Reserve Account shall be distributed to [ ].

     Section 5.08 Statements to Certificateholders. On each Distribution Date,
the Servicer shall provide to the Trustee for the Trustee to forward to each
Certificateholder of record as of the most recent Record Date, a statement
setting forth at least the following information as to each Class of
Certificates to the extent applicable:

          (i) the amount of such distribution allocable to principal of each
     class of Certificates;

          (ii) the amount of such distribution allocable to interest of each
     class of Certificates;

          (iii) the Pool Balance as of the close of business on the last day
     of the preceding Collection Period;

          (iv) the Class [A] Certificate Balance and Class [B] Certificate
     Balance and the Class [A] Pool Factor and Class [B] Pool Factor after
     giving effect to all payments reported under clause (i) above on such
     date;

          (v) the amount of the Servicing Fee paid to the Servicer with
     respect to the related Collection Period or Collection Periods, as the
     case may be;

          (vi) the amount of the Class [A] Principal Carryover Shortfall and
     Class [A] Interest Carryover Shortfall and Class [B] Principal Carryover
     Shortfall and Class [B] Interest Carryover Shortfall, as applicable, if
     any, on such Distribution Date and the change in the Class [A] Principal
     Carryover Shortfall and Class [A] Interest Carryover Shortfall and Class
     [B] Principal Carryover Shortfall and Class [B] Interest Carryover
     Shortfall, as applicable, from the preceding Distribution Date;

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<PAGE>

          (vii) the amount of aggregate Realized Losses, if any, for the
     second preceding Collection Period;

          (viii) the aggregate Purchase Amounts for Receivables, if any, that
     were repurchased in such period;

          (ix) the amount otherwise distributable to the Class [B]
     Certificateholders that is distributed to Class [A] Certificateholders on
     such Distribution Date;

          (x) the balance of the Reserve Account on such Distribution Date,
     after giving effect to deposits and withdrawals made on such Distribution
     Date; and

          (xi) for the first Distribution Date that is on or immediately
     following the end of the Funding Period (if any), the amount of any
     remaining Pre-Funded Amount that has not been used to fund the purchase
     of Subsequent Receivables and is passed through as payments of principal
     of the Certificates.

Each amount set forth pursuant to subclauses (i), (ii), (v) or (vi) above
shall be expressed as a dollar amount per $1,000 of original principal
balance of a Class [A] or Class [B] Certificate, as applicable.

     Section 5.09 Tax Returns. The Trustee shall deliver to each Holder of a
Certificate, as may be required by the Code and applicable Treasury
Regulations, such information as may be required to enable each Holder to
prepare its federal and state income tax returns.

     Section 5.10 Net Deposits. As an administrative convenience, unless the
Servicer is required to remit collections daily, the Servicer will be
permitted to make the deposit of collections on the Receivables, aggregate
Advances and Purchase Amounts for or with respect to each Collection Period
net of distributions to be made to the Servicer with respect to such
Collection Period. The Servicer, however, will account to the Trustee and to
the Certificateholders as if all deposits, distributions and transfers were
made individually.

                                 ARTICLE VI.

                               The Certificates

     Section 6.01 The Certificates. Unless otherwise specified in this
Agreement, the Certificates shall be issued in fully registered form in
minimum denominations of $1,000. The Certificates shall be executed on behalf
of the Trust by manual or facsimile signature of an authorized officer of the
Trustee. Certificates bearing the manual or facsimile signatures of
individuals who were, at the time when such signatures shall have been
affixed, authorized to sign on behalf of the Trust, shall be validly issued
and entitled to the benefit of this Agreement, notwithstanding that such
individuals or any of them shall have ceased to be so authorized prior to the
authentication and delivery of such Certificates or did not hold such offices
at the date of authentication and delivery of such Certificates.

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<PAGE>

     A transferee of a Certificate shall become a Certificateholder and shall
be entitled to the rights and subject to the obligations of a
Certificateholder hereunder upon such transferee's acceptance of a Certificate
duly registered in such transferee's name pursuant to Section 6.03.

     Section 6.02 Authentication of Certificates. The Trustee shall cause the
Certificates to be executed on behalf of the Trust, authenticated and
delivered to or upon the written order of the Depositor, signed by its
chairman of the board, its president, any vice president, secretary, or
assistant treasurer, without further corporate action by the Depositor, in
authorized denominations, pursuant to this Agreement. No Certificate shall
entitle its Holder to any benefit under this Agreement or shall be valid for
any purpose unless there shall appear on such Certificate a certificate of
authentication substantially in the form set forth in Exhibit A or Exhibit B,
as appropriate, executed by the Trustee by manual signature. Such
authentication shall constitute conclusive evidence that such Certificate
shall have been duly authenticated and delivered hereunder. All Certificates
shall be dated the date of their authentication.

     Section 6.03 Registration of Transfer and Exchange of Certificates. The
Certificate Registrar shall keep or cause to be kept, at the office or agency
maintained pursuant to Section 6.08, a Certificate Register in which, subject
to such reasonable regulations as it may prescribe, the Trustee shall provide
for the registration of Certificates and of transfers and exchanges of
Certificates as herein provided. Unless otherwise specified in this Agreement,
the Trustee shall be the initial Certificate Registrar.

     Upon surrender for registration of transfer of any Certificate at the
Corporate Trust Office, the Trustee shall execute, authenticate and deliver,
in the name of the designated transferee or transferees, one or more new
Certificates in authorized denominations of a like aggregate amount dated the
date of authentication by the Trustee. At the option of a Holder, Certificates
may be exchanged for other Certificates of authorized denominations of a like
aggregate amount upon surrender at the Corporate Trust Office of the
Certificates to be exchanged.

     Every Certificate presented or surrendered for registration of transfer
or exchange shall be accompanied by a written instrument of transfer in form
satisfactory to the Trustee and the Certificate Registrar duly executed by the
Holder or such Holder's attorney duly authorized in writing. Each Certificate
surrendered for registration of transfer and exchange shall be cancelled and
subsequently disposed of by the Trustee.

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

     Section 6.04 Mutilated, Destroyed, Lost or Stolen Certificates. If (a)
any mutilated Certificate shall be surrendered to the Certificate Registrar,
or if the Certificate Registrar shall receive evidence to its satisfaction of
the destruction, loss or theft of any Certificate and (b) there shall be
delivered to the Certificate Registrar and the Trustee such security or
indemnity as may be required by them to save each of them harmless, then in
the

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<PAGE>

absence of notice that such Certificate has been acquired by a bona fide
purchaser, the Trustee on behalf of the Trust shall execute, and the Trustee
shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
tenor and denomination. In connection with the issuance of any new Certificate
under this Section, the Trustee and the Certificate Registrar may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection therewith. Any duplicate Certificate issued
pursuant to this Section shall constitute conclusive evidence of ownership in
the Trust, as if originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time.

     Section 6.05 Persons Deemed Owners. Prior to due presentation of a
Certificate for registration of transfer, the Trustee or the Certificate
Registrar may treat the Person in whose name any Certificate shall be
registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 5.06 and for all other purposes whatsoever,
and neither the Trustee nor the Certificate Registrar shall be bound by any
notice to the contrary.

     Section 6.06 Access to List of Certificateholders' Names and Addresses.
The Trustee shall furnish or cause to be furnished to the Servicer, within 15
days after receipt by the Trustee of a request therefor from the Servicer in
writing, a list, in such form as the Servicer may reasonably require, of the
names and addresses of the Certificateholders as of the most recent Record
Date. If three or more Certificateholders, or one or more Holders of Class [A]
Certificates evidencing not less than 25% of the Certificate Balance apply in
writing to the Trustee, and such application states that the applicants desire
to communicate with other Certificateholders with respect to their rights
under this Agreement or under the Certificates and such application shall be
accompanied by a copy of the communication that such applicants propose to
transmit, then the Trustee shall, within five Business Days after the receipt
for such application, afford such applicants access during normal business
hours to the current list of Certificateholders. Each Holder, by receiving and
holding a Certificate, shall be deemed to have agreed to hold neither the
Servicer nor the Trustee accountable by reason of the disclosure of its name
and address, regardless of the source from which such information was derived.

     Section 6.07 Maintenance of Office or Agency. The Trustee shall maintain
in the Borough of Manhattan, The City of New York, an office or offices or
agency or agencies where Certificates may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Trustee in
respect of the Certificates and this Agreement may be served. The Trustee
initially designates the Corporate Trust Office as specified in this Agreement
as its office for such purposes. The Trustee shall give prompt written notice
to the Servicer and to Certificateholders of any change in the location of the
Certificate Register or any such office or agency.

     Section 6.08 Book-Entry Certificates. The Class [A] Certificates and, if
so specified in this Agreement, the Class [B] Certificates may be issued in
the form of one or more typewritten Certificates representing Book-Entry
Certificates, to be delivered by, or on behalf of, the Depositor to the
initial Clearing Agency, which, unless otherwise specified in this Agreement,
shall be The Depository Trust Company. In such case, the Certificates
delivered to the Depository Trust Company shall initially be registered on the
Certificate Register in the name of Cede & Co., the nominee of the initial
Clearing Agency, and no Certificate Owner will

                                      33
<PAGE>


receive a definitive certificate representing such Certificate Owner's
interest in the Certificates, except as provided in Section 6.10. Unless and
until definitive, fully registered Certificates (the "Definitive
Certificates") have been issued to such Certificate Owners pursuant to Section
6.10:

          (i) the provisions of this Section shall be in full force and
     effect;

          (ii) the Depositor, the Servicer, the Certificate Registrar and the
     Trustee may deal with the Clearing Agency for all purposes (including the
     making of distributions on such Certificates) as the sole Holder of such
     Certificates and shall have no obligation to the related Certificate
     Owners;

          (iii) to the extent that the provisions of this Section conflict
     with any other provisions of this Agreement, the provisions of this
     Section shall control;

          (iv) the rights of such Certificate Owners shall be exercised only
     through the Clearing Agency and shall be limited to those established by
     law and agreements between such Certificate Owners and the Clearing
     Agency and/or the Clearing Agency Participants. Pursuant to the
     Depository Agreement, unless and until Definitive Certificates are issued
     pursuant to Section 6.10, the initial Clearing Agency will make
     book-entry transfers among the Clearing Agency Participants and receive
     and transmit distributions of principal and interest on such Certificates
     to such Clearing Agency Participants; and

          (v) whenever this Agreement requires or permits actions to be taken
     based upon instructions or directions of Holders of Certificates
     evidencing a specified percentage of the Certificate Balance, the
     Clearing Agency shall be deemed to represent such percentage only to the
     extent that it has received instructions to such effect from Certificate
     Owners and/or Clearing Agency Participants owning or representing,
     respectively, such required percentage of the beneficial interest in such
     Certificates and has delivered such instructions to the Trustee.

     Section 6.09 Notices to Clearing Agency. Whenever notice or other
communication to the Certificateholders is required under this Agreement,
unless and until Definitive Certificates shall have been issued to Certificate
Owners pursuant to Section 6.10, the Trustee and the Servicer shall give all
such notices and communications specified herein to be given to Certificate
Owners to the Clearing Agency.

     Section 6.10 Definitive Certificates. If (i) the Servicer advises the
Trustee in writing that the Clearing Agency is no longer willing or able to
properly discharge its responsibilities under the Depository Agreement and the
Trustee or the Depositor is unable to locate a qualified successor, (ii) the
Depositor at its option advises the Trustee in writing that it elects to
terminate the book-entry system through the Clearing Agency or (iii) after the
occurrence of an Event of Default, Certificate Owners representing beneficial
interests aggregating not less than a majority of the aggregate outstanding
principal amount of the Book-Entry Certificates advise the Trustee and the
Clearing Agency in writing that the continuation of a book-entry system
through the Clearing Agency is no longer in the best interests of the
Certificate Owners, then the Clearing Agency shall notify all Certificate
Owners and the Trustee

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<PAGE>

of the occurrence of such event and of the availability of Definitive
Certificates to Certificate Owners requesting the same. Upon surrender to the
Trustee of the typewritten Certificates representing the Book-Entry
Certificates by the Clearing Agency, accompanied by registration instructions,
the Trustee shall execute and authenticate the Definitive Certificates in
accordance with the instructions of the Clearing Agency. None of the
Depositor, the Certificate Registrar or the Trustee shall be liable for any
delay in delivery of such instructions and may conclusively rely on, and shall
be protected in relying on, such instructions. Upon the issuance of Definitive
Certificates, the Trustee shall recognize the Holders of the Definitive
Certificates as Certificateholders hereunder. The Definitive Certificates
shall be printed, lithographed or engraved or may be produced in any other
manner as is reasonably acceptable to the Trustee, as evidenced by its
execution thereof.

                                 ARTICLE VII.

                                 The Depositor

     Section 7.01 Representations of Depositor. The Depositor makes the
following representations on which the Trustee shall be deemed to have relied
in accepting the Receivables in trust and executing and authenticating the
Certificates. The representations speak as of the execution and delivery of
this Agreement and as of the Closing Date, and shall survive the sale of the
Receivables to the Trustee.

          (i) Organization and Good Standing. The Depositor is a duly formed,
     validly existing and in good standing under the laws of the State of
     Delaware, with all corporate power and authority to own its properties
     and to conduct its business as such properties are currently owned and
     such business is presently conducted, and had at all relevant times, and
     has, power, authority, and legal right to acquire and own the
     Receivables.

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

          (iii) Binding Obligations. This Agreement, when duly executed and
     delivered by the other parties hereto, constitutes a legal, valid, and
     binding obligation of the Depositor enforceable against the Depositor in
     accordance with its terms, except as the enforceability hereof may be
     limited by bankruptcy, insolvency, reorganization, or other similar laws
     affecting creditors' rights in general and by general principles of
     equity, regardless of whether such enforceability is considered in a
     proceeding in equity or at law.

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<PAGE>

          (iv) No Violation. The consummation of the transactions contemplated
     by this Agreement and the other Basic Documents to which the Depositor is
     a party and the fulfillment of the terms hereof and thereof do not (i)
     conflict with, result in any breach of any of the terms and provisions
     of, or constitute (with or without notice or lapse of time) a default
     under, the certificate of incorporation or by-laws of the Depositor, or
     conflict with or breach any of the material terms or provisions of, or
     constitute (with or without notice or lapse of time) a default under, any
     indenture, agreement, or other instrument to which the Depositor is a
     party or by which it is bound, (ii) result in the creation or imposition
     of any lien upon any of its properties pursuant to the terms of any such
     indenture, agreement, or other instrument, or (iii) violate any law or,
     to the best of the Depositor's knowledge, any order, rule, or regulation
     applicable to the Depositor of any court or of any federal or state
     regulatory body, administrative agency, or other governmental
     instrumentality having jurisdiction over the Depositor or its properties.

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

     Section 7.02 Corporate Existence. During the term of this Agreement, the
Depositor will keep in full force and effect its existence, rights and
franchises as a corporation under the laws of the jurisdiction of its
incorporation and will obtain and preserve its qualification to do business in
each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Agreement and each other
instrument or agreement necessary or appropriate to the proper administration
of this Agreement and the transactions contemplated hereby and thereby.

     Section 7.03 Liabilities of Depositor; Indemnities. The Depositor shall
be liable in accordance herewith only to the extent of the obligations
specifically undertaken by the Depositor under this Agreement.

          (i) The Depositor shall indemnify, defend and hold harmless the
     Trustee and the Certificateholders from and against any loss, liability
     or expense incurred by reason of (a) the Depositor's willful misfeasance,
     bad faith or negligence in the performance of its duties under this
     Agreement, or by reason of reckless disregard of its obligations and
     duties under this Agreement, and (b) the Depositor's or Trust's violation
     of federal or state securities laws in connection with the offering and
     sale of the Certificates.

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<PAGE>

          (ii) The Depositor shall indemnify, defend and hold harmless the
     Trustee and its officers, directors, employees and agents from and
     against all costs, expenses, losses, claims, damages and liabilities
     arising out of or incurred in connection with the acceptance or
     performance of the trusts and duties in this Agreement contained, except
     to the extent that such cost, expense, loss, claim, damage or liabilities
     shall be due to the willful misfeasance, bad faith or negligence (except
     for errors in judgment) of the Trustee.

     Indemnification under this Section shall survive the resignation or
removal of the Trustee and the termination of this Agreement and shall include
reasonable fees and expenses of counsel and expenses of litigation. If the
Depositor shall have made any indemnity payments to the Trustee pursuant to
this Section and the Trustee thereafter shall collect any of such amounts from
others, the Trustee shall promptly repay such amounts to the Depositor,
without interest.

     Section 7.04 Merger or Consolidation of, or Assumption of the Obligations
of, Depositor. Any Person (a) into which the Depositor may be merged or
consolidated, (b) which may result from any merger or consolidation to which
the Depositor shall be a party or (c) which may succeed to the properties and
assets of the Depositor substantially as a whole, which Person in any of the
foregoing cases executes an agreement of assumption to perform every
obligation of the Depositor under this Agreement, shall be the successor to
the Depositor hereunder without the execution or filing of any document or any
further act by any of the parties to this Agreement; provided, however, that
(i) immediately after giving effect to such transaction, no representation or
warranty made pursuant to Section 3.01 shall have been breached and no Event
of Default, and no event which, after notice or lapse of time, or both, would
become an Event of Default shall have happened and be continuing, (ii) the
Depositor shall have delivered to the Trustee an Officers' Certificate and an
Opinion of Counsel each stating that such consolidation, merger or succession
and such agreement of assumption comply with this Section and that all
conditions precedent, if any, provided for in this Agreement relating to such
transaction have been complied with, (iii) the Rating Agency Requirement shall
have been satisfied with respect to such transaction and (iv) the Depositor
shall have delivered to the Trustee an Opinion of Counsel stating that, in the
opinion of such Counsel, either (A) all financing statements and continuation
statements and amendments thereto have been executed and filed that are
necessary fully to preserve and protect the interest of the Trustee in the
Receivables and reciting the details of such filings or (B) no such action
shall be necessary to preserve and protect such interest. Notwithstanding
anything herein to the contrary, the execution of the foregoing agreement of
assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall
be conditions to the consummation of the transactions referred to in clauses
(a), (b) or (c) above.

     Section 7.05 Limitation on Liability of Depositor and Others. The
Depositor and any director, officer, employee or agent of the Depositor may
rely in good faith on the advice of counsel or on any document of any kind,
prima facie properly executed and submitted by any Person respecting any
matters arising hereunder. The Depositor shall not be under any obligation to
appear in, prosecute or defend any legal action that shall not be incidental
to its obligations under this Agreement and that in its opinion may involve it
in any expense or liability.

                                      37
<PAGE>

     Section 7.06 Depositor May Own Certificates. The Depositor and any
Affiliate thereof may in its individual or any other capacity become the owner
or pledgee of Certificates with the same rights as it would have if it were
not the Depositor or an Affiliate thereof, except as otherwise provided
herein.

     Section 7.07 No Transfer of Excess Amounts. The Depositor hereby
covenants that, except as otherwise provided in this Agreement, it will not
transfer, pledge or assign to any Person any part of its right to receive any
amounts in excess of the Reserve Account Specified Amount pursuant to Section
5.07(c) and (h) unless it has first delivered to the Trustee and each Rating
Agency an Opinion of Counsel in form and substance satisfactory to the Trustee
stating that such transfer will not (i) adversely affect the status of the
Trust as a grantor trust pursuant to subpart E, part I of subchapter J of the
Code or (ii) cause the Reserve Account to be taxable as a corporation under
the Code. The Depositor shall give written notice to each Rating Agency of any
proposed transfer, pledge or assignment to any Person of all or any part of
its right to receive such excess amounts.

                                ARTICLE VIII.

                                 The Servicer

     Section 8.01 Representations of Servicer. The Servicer makes the
following representations on which the Trustee shall be deemed to have relied
in accepting the Receivables in trust and executing and authenticating the
Certificates. The representations speak as of the execution and delivery of
this Agreement and as of the Closing Date, in the case of the Initial
Receivables and as of the applicable Subsequent Transfer Date, in the case of
the Subsequent Receivables, if any, and shall survive the sale of the
Receivables to the Trustee.

     (a) Organization and Good Standing. The Servicer has been duly organized
and is validly existing as a [ ] and is in good standing under the laws of the
United States of America or its state of incorporation, with power and
authority to own its properties and to conduct its business as such properties
are currently owned and such business is presently conducted, and had at all
relevant times, and has, power, authority and legal right to acquire, own,
sell, and service the Receivables and to hold the Receivable Files as
custodian on behalf of the Indenture Trustee.

     (b) Power and Authority. The Servicer has the power and authority to
execute and deliver this Agreement and the other Basic Documents to which it
is a party and to carry out their terms; and the execution, delivery, and
performance of this Agreement and the other Basic Documents to which it is a
party shall have duly authorized, executed and delivered by the Servicer by
all necessary corporate action.

     (c) Binding Obligations. This Agreement constitutes a legal, valid, and
binding obligation of the Servicer enforceable in accordance with their terms
subject, as to enforcement, to applicable bankruptcy, insolvency,
reorganization, liquidation or other similar laws and equitable principles
relating to or affecting the enforcement of creditors' rights in general and
by general principles of equity regardless of whether such enforceability is
considered in a proceeding in equity or law.

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<PAGE>

     (d) No Violation. The consummation of the transactions contemplated by
this Agreement and the other Basic Documents to which the Servicer is a party
and the fulfillment of the terms hereof do not conflict with, result in any
breach of any of the terms and provisions of, nor constitute (i) (with or
without notice or lapse of time) a default under, the [articles of
incorporation or bylaws] of the Servicer, or conflict with or breach any of
the material terms or provisions of, or constitute (with or without notice or
lapse of time) a default under, any indenture, agreement, or other instrument
to which the Servicer is a party or by which it shall be bound, (ii) result in
the creation or imposition of any lien upon any of its properties pursuant to
the terms of any such indenture, agreement, or other instrument or (iii)
violate any law or, to the best of the Servicer's knowledge, any order, rule,
or regulation applicable to the Servicer of any court or of any federal or
state regulatory body, administrative agency, or other governmental
instrumentality having jurisdiction over the Servicer or its properties.

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

     (f) Fidelity Bond. The Servicer maintains a fidelity bond in such form
and amount as is customary for servicers acting as custodian of funds and
documents in respect of retail automotive installment sales contracts.

     Section 8.02 Indemnities of Servicer. The Servicer shall be liable in
accordance herewith only to the extent of the obligations specifically
undertaken by the Servicer under this Agreement.

     (a) The Servicer shall defend, indemnify and hold harmless the Trustee,
the Trust, the Certificateholders and the Depositor from and against any and
all costs, expenses, losses, damages, claims, and liabilities, arising out of
or resulting from the use, ownership or operation by the Servicer or any
Affiliate thereof of a Financed Vehicle.

     (b) The Servicer shall indemnify, defend and hold harmless the Trustee,
the Depositor, the Trust and the Certificateholders from and against any and
all costs, expenses, losses, claims, damages, and liabilities to the extent
that such cost, expense, loss, claim, damage, or liability arose out of, or
was imposed upon any such Person through, the negligence, willful misfeasance
or bad faith of the Servicer in the performance of its duties under this
Agreement or by reason of reckless disregard of its obligations and duties
under this Agreement.

     For purposes of this Section, in the event of the termination of the
rights and obligations of [ ] (or any successor thereto pursuant to Section
8.03) as Servicer pursuant to Section 9.01, or a resignation by such Servicer
pursuant to this Agreement, such Servicer shall be

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<PAGE>


deemed to be the Servicer pending appointment of a successor Servicer (other
than the Trustee) pursuant to Section 9.02.

     Indemnification under this Section shall survive the resignation or
removal of the Trustee or the termination of this Agreement and shall include
reasonable fees and expenses of counsel and expenses of litigation. If the
Servicer shall have made any indemnity payments pursuant to this Section and
the recipient thereafter collects any of such amounts from others, such Person
shall promptly repay such amounts to the Servicer, without interest.

     Section 8.03 Merger or Consolidation of, or Assumption of the Obligations
of, Servicer. Any Person (a) into which the Servicer may be merged or
consolidated, (b) which may result from any merger or consolidation to which
the Servicer shall be a party, (c) which may succeed to the properties and
assets of the Servicer substantially as a whole or (d) which may execute an
agreement of assumption to perform every obligation of the Servicer hereunder
shall be the successor to the Servicer under this Agreement without further
act on the part of any of the parties to this Agreement; provided, however,
that (i) immediately after giving effect to such transaction, no Event of
Default and no event which, after notice or lapse of time, or both, would
become an Event of Default shall have happened and be continuing, (ii) the
Servicer shall have delivered to the Trustee an Officers' Certificate and an
Opinion of Counsel each stating that such consolidation, merger or succession
and such agreement of assumption comply with this Section and that all
conditions precedent provided for in this Agreement relating to such
transaction have been complied with, (iii) the Rating Agency Condition shall
have been satisfied with respect to such transaction and (iv) the Servicer
shall have delivered to the Trustee an Opinion of Counsel stating that, in the
opinion of such counsel, either (A) all financing statements and continuation
statements and amendments thereto have been executed and filed that are
necessary fully to preserve and protect the interest of the Trustee in the
Receivables and reciting the details of such filings or (B) no such action
shall be necessary to preserve and protect such interest. Notwithstanding
anything herein to the contrary, the execution of the foregoing agreement of
assumption and compliance with clauses (i), (ii), (iii) and (iv) above shall
be conditions to the consummation of the transactions referred to in clauses
(a), (b) or (c) above.

     Section 8.04 Limitation on Liability of Servicer and Others. Neither the
Servicer nor any of the directors, officers, employees or agents of the
Servicer shall be under any liability to the Trust or the Certificateholders,
except as provided under this Agreement, for any action taken or for
refraining from the taking of any action pursuant to this Agreement or for
errors in judgment; provided, however, that this provision shall not protect
the Servicer or any such Person against any liability that would otherwise be
imposed by reason of willful misfeasance, bad faith or negligence in the
performance of duties or by reason of reckless disregard of obligations and
duties under this Agreement. The Servicer and any director, officer, employee
or agent of the Servicer may rely in good faith on any document of any kind
prima facie properly executed and submitted by any Person respecting any
matters arising under this Agreement.

     Except as provided in this Agreement, the Servicer shall not be under any
obligation to appear in, prosecute or defend any legal action that shall not
be incidental to its duties to service the Receivables in accordance with this
Agreement and that in its opinion may involve it in any expense or liability;
provided, however, that the Servicer may undertake any

                                      40
<PAGE>

reasonable action that it may deem necessary or desirable in respect of this
Agreement and the rights and duties of the parties to this Agreement and the
interests of the Certificateholders under this Agreement.

                                 ARTICLE IX.

                                    Default

     Section 9.01 Events of Default. If any one of the following events
("Events of Default") shall occur and be continuing:

     (a) Any failure by the Servicer to deliver to the Trustee for deposit to
the Collection Account or the Distribution Account any proceeds or payment
required to be so delivered under the terms of the Certificates and this
Agreement that shall continue unremedied for a period of three Business Days
after written notice of such failure is received by the Servicer from the
Trustee or after discovery of such failure by an officer of the Servicer; or

     (b) Failure by the Servicer or the Depositor, as the case may be, duly to
observe or to perform in any material respect any other covenants or
agreements of the Servicer or the Depositor (as the case may be) set forth in
the Certificates or in this Agreement, which failure shall (a) materially and
adversely affect the rights of Certificateholders and (b) continue unremedied
for a period of 60 days after the date on which written notice of such
failure, requiring the same to be remedied, shall have been given (1) to the
Servicer or the Depositor (as the case may be) by the Trustee or (2) to the
Servicer or the Depositor (as the case may be) and to the Trustee by the
Holders of Class [A] Certificates evidencing not less than 25% of the Class
[A] Certificate Balance; or

     (c) The occurrence of an Insolvency Event with respect to the Servicer or
the Depositor;

then, and in each and every case, so long as the Event of Default shall not
have been remedied, either the Trustee or the Holders of Class [A]
Certificates evidencing not less than 25% of the Class [A] Certificate
Balance, by notice then given in writing to the Servicer (and to the Trustee
if given by Certificateholders) may terminate all of the rights and
obligations (other than the obligations set forth in Section 8.02) of the
Servicer under this Agreement. On or after the receipt by the Servicer of such
written notice, all authority and power of the Servicer under this Agreement,
whether with respect to the Certificates or the Receivables or otherwise,
shall, without further action, pass to and be vested in the Trustee or such
successor Servicer as may be appointed under Section 9.02; and, without
limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the predecessor Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or
accomplish all other acts or things necessary or appropriate to effect the
purposes of such notice of termination, whether to complete the transfer and
endorsement of the Receivables and related documents, or otherwise. The
predecessor Servicer shall cooperate with the successor Servicer and the
Trustee in effecting the termination of the responsibilities and rights of the
predecessor Servicer under this Agreement, including the transfer to the
successor Servicer for administration by it of all cash amounts that shall at
the time be held by the predecessor Servicer for deposit, or shall thereafter

                                      41
<PAGE>

be received with respect to any Receivable. All reasonable costs and expenses
(including attorneys' fees) incurred in connection with transferring the
Receivable Files to the successor Servicer and amending this Agreement to
reflect such succession as Servicer pursuant to this Section shall be paid by
the predecessor Servicer upon presentation of reasonable documentation of such
costs and expenses. Upon receipt of notice of the occurrence of an Event of
Default, the Trustee shall give notice thereof to the Rating Agencies.

     Section 9.02 Appointment of Successor. (a) Upon the Servicer's receipt of
notice of termination pursuant to Section 9.01 or the Servicer's resignation
in accordance with the terms of this Agreement, the predecessor Servicer shall
continue to perform its functions as Servicer under this Agreement, in the
case of termination, only until the date specified in such termination notice
or, if no such date is specified in a notice of termination, until receipt of
such notice and, in the case of resignation, until the later of (x) the date
45 days from the delivery to the Trustee of written notice of such resignation
(or written confirmation of such notice) in accordance with the terms of this
Agreement and (y) the date upon which the predecessor Servicer shall become
unable to act as Servicer, as specified in the notice of resignation and
accompanying Opinion of Counsel. In the event of the Servicer's termination
hereunder, the Trustee shall appoint a successor Servicer, and the successor
Servicer shall accept its appointment by a written assumption in form
acceptable to the Trustee. In the event that a successor Servicer has not been
appointed at the time when the predecessor Servicer has ceased to act as
Servicer in accordance with this Section, the Trustee without further action
shall automatically be appointed the successor Servicer and shall be entitled
to the Servicing Fee. Notwithstanding the above, the Trustee shall, if it
shall be legally unable so to act, appoint, or petition a court of competent
jurisdiction to appoint, any established institution having a net worth of not
less than $100,000,000 and whose regular business shall include the servicing
of [new and used automobiles, light-duty trucks, motorcycles, recreational
vehicles, vans, minivans and/or sport utility vehicles] receivables as the
successor to the Servicer under this Agreement.

     (b) Upon appointment, the successor Servicer (including the Trustee
acting as successor Servicer) shall be the successor in all respects to the
predecessor Servicer and shall be subject to all the responsibilities, duties
and liabilities arising thereafter relating thereto placed on the predecessor
Servicer and shall be entitled to the Servicing Fee and all of the rights
granted to the predecessor Servicer by the terms and provisions of this
Agreement.

     (c) The Servicer may not resign unless it is prohibited from serving as
such by law.

     [Section 9.03 Repayment of Advances. If the Servicer shall change, the
predecessor Servicer shall be entitled to receive reimbursement for
Outstanding Advances pursuant to Sections 5.03 and 5.04 with respect to all
Advances made by the predecessor Servicer.]

     Section 9.04 Notification to Certificateholders. Upon any termination of,
or appointment of a successor to, the Servicer pursuant to this Article XVIII,
the Trustee shall give prompt written notice thereof to Certificateholders and
to the Rating Agencies.

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<PAGE>

     Section 9.05 Waiver of Past Defaults. The Holders of Class [A]
Certificates evidencing not less than a majority of the Class [A] Certificate
Balance may, on behalf of all Holders of Certificates, waive any default by
the Servicer in the performance of its obligations hereunder and its
consequences, except a default in making any required deposits to or payments
from the Trust Accounts in accordance with this Agreement. Upon any such
waiver of a past default, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been remedied for every
purpose of this Agreement. No such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

                                  ARTICLE X.

                                  The Trustee

     Section 10.01 Duties of Trustee. (a) If an Event of Default has occurred
and is continuing, the Trustee shall exercise the rights and powers vested in
it by this Agreement and use the same degree of care and skill in their
exercise as a prudent person would exercise or use under the circumstances in
the conduct of such person's own affairs; provided, however, that if the
Trustee shall assume the duties of the Servicer pursuant to Section 9.02, the
Trustee in performing such duties shall use the degree of skill and attention
customarily exercised by a servicer with respect to automobile receivables
that it services for itself or others.

     (b) Except during the continuance of an Event of Default:

          (i) the Trustee undertakes to perform such duties and only such
     duties as are specifically set forth in this Agreement and no implied
     covenants or obligations shall be read into this Agreement against the
     Trustee; and

          (ii) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness
     of the opinions expressed therein, upon certificates or opinions
     furnished to the Trustee and conforming to the requirements of this
     Agreement; provided, however, that the Trustee shall examine the
     certificates and opinions to determine whether or not they conform to the
     requirements of this Agreement.

     (c) The Trustee shall take and maintain custody of the Schedule of
Receivables included as an exhibit to this Agreement and shall retain all
Servicer's Certificates identifying Receivables that become Purchased
Receivables and Liquidated Receivables.

     (d) The Trustee shall not be liable with respect to any action taken,
suffered or omitted to be taken in good faith in accordance with this
Agreement or at the direction of the Holders of Class [A] Certificates
evidencing not less than 25% of the Class [A] Certificate Balance relating to
the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred upon the
Trustee under this Agreement;

     (e) The Trustee may not be relieved from liability for its own negligent
action, its own negligent failure to act or its own willful misconduct, except
that:

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<PAGE>

          (i) this paragraph does not limit the effect of clause (d) of this
     Section;

          (ii) the Trustee shall not be liable for any error of judgment made
     in good faith by a Trustee Officer unless it is proved that the Trustee
     was negligent in ascertaining the pertinent facts; and

          (iii) the Trustee shall not be liable with respect to any action it
     takes or omits to take in good faith in accordance with a direction
     received by it pursuant to this Agreement.

     (f) No provision of this Agreement shall require the Trustee to expend or
risk its own funds or otherwise incur financial liability in the performance
of any of its duties hereunder or in the exercise of any of its rights or
powers, if it shall have reasonable grounds to believe that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably
assured to it.

     Section 10.02 Certain Matters Affecting Trustee. Except as otherwise
provided in Section 10.01:

     (a) The Trustee may rely on any document believed by it to be genuine and
to have been signed or presented by the proper Person. The Trustee need not
investigate any fact or matter stated in any such document.

     (b) The Trustee may consult with counsel, and the advice or opinion of
counsel with respect to legal matters or relating to this Agreement or the
Certificates shall be full and complete authorization and protection from
liability in respect of any action taken, suffered or omitted by it under this
Agreement in good faith and in accordance with such advice or opinion of such
counsel.

     (c) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Agreement, or to institute, conduct or
defend any litigation under this Agreement at the request, order or direction
of any of the Certificateholders pursuant to the provisions of this Agreement,
unless such Certificateholders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities that may be
incurred therein or thereby.

     (d) The Trustee shall not be liable for any action taken, suffered or
omitted by it in good faith which it believes to be authorized or within its
rights or powers conferred upon it by this Agreement; provided, that such
conduct does not constitute willful misconduct, bad faith or negligence on the
part of the Trustee.

     (e) The Trustee may execute any of the trusts or powers or perform any
duties hereunder either directly or by or through agents or attorneys or a
custodian, and the Trustee shall not be responsible for any misconduct or
negligence of any such agent, attorney or custodian appointed with due care by
it hereunder.

     Section 10.03 Trustee Not Liable for Certificates or Receivables. The
recitals contained herein and in the Certificates (other than the certificate
of authentication on the

                                      44
<PAGE>

Certificates) shall be taken as the statements of the Depositor or the
Servicer, as the case may be, and the Trustee assumes no responsibility for
the correctness thereof. The Trustee shall make no representations as to the
validity or sufficiency of this Agreement or of the Certificates (other than
the certificate of authentication on the Certificates), or of any Receivable
or related document. The Trustee shall at no time have any responsibility or
liability for or with respect to the legality, validity and enforceability of
any Receivable, or the perfection and priority of any security interest
created by any Receivable in any Financed Vehicle or the maintenance of any
such perfection and priority, or for or with respect to the efficacy of the
Trust or its ability to generate the payments to be distributed to
Certificateholders under this Agreement, including, without limitation: the
existence, condition and ownership of any Financed Vehicle; the existence and
enforceability of any insurance thereon; the existence and contents of any
Receivable or any computer or other record thereof; the validity of the
assignment of any Receivable to the Trust or of any intervening assignment;
the completeness of any Receivable; the performance or enforcement of any
Receivable; the compliance by the Depositor or the Servicer with any warranty
or representation made under this Agreement or in any related document and the
accuracy of any such warranty or representation or any action of the Servicer
taken in the name of the Trustee.

     Section 10.04 Trustee May Own Certificates. The Trustee in its individual
or any other capacity may become the owner or pledgee of Certificates and may
deal with the Depositor and the Servicer in banking transactions with the same
rights as it would have if it were not Trustee.

     Section 10.05 Trustee's Fees and Expenses. The Servicer shall pay to the
Trustee, and the Trustee shall be entitled to receive, reasonable compensation
as shall have been separately agreed upon before the date of this Agreement
between the Seller and the Trustee (which shall not be limited by any
provision of law regarding the compensation of a trustee of an express trust)
for all services rendered by it in the execution of the trusts created by this
Agreement and in the exercise and performance of any of the Trustee's powers
and duties under this Agreement. The Trustee shall be entitled to be
reimbursed by the Seller for its reasonable expenses under this Agreement,
including the reasonable compensation, expenses and disbursements of such
agents, representatives, experts and counsel as the Trustee may employ in
connection with the exercise and performance of its rights and duties under
this Agreement.

     Section 10.06 Eligibility Requirements for Trustee. The Trustee shall at
all times be a corporation having an office in the same state as the location
of the Corporate Trust Office; organized and doing business under the laws of
such state or the United States of America; authorized under such laws to
exercise corporate trust powers; having a combined capital and surplus of at
least $50,000,000 and subject to supervision or examination by federal or
state authorities; and having (or having a parent that has) a rating of at
least [Baa3] by [RATING AGENCY]. If such corporation shall publish reports of
condition at least annually pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purpose of this
Section, the combined capital and surplus of such corporation shall be deemed
to be its combined capital and surplus as set forth in its most recent report
of condition so published. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Trustee shall
resign immediately in the manner and with the effect specified in Section
10.07.

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<PAGE>

     Section 10.07 Resignation or Removal of Trustee. The Trustee may at any
time resign and be discharged from the trusts hereby created by giving written
notice thereof to the Servicer. Upon receiving such notice of resignation, the
Servicer shall promptly appoint a successor Trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor Trustee. If no successor Trustee shall
have been so appointed and have accepted appointment within 30 days after the
giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee.

     If at any time the Trustee shall cease to be eligible in accordance with
the provisions of Section 10.06 and shall fail to resign after written request
therefor by the Servicer, or if at any time the Trustee shall be legally
unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of
the Trustee or of its property shall be appointed, or any public officer shall
take charge or control of the Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation, then the Servicer may
remove the Trustee. If the Servicer shall remove the Trustee under the
authority of the immediately preceding sentence, the Servicer shall promptly
appoint a successor Trustee by written instrument, in duplicate, one copy of
which instrument shall be delivered to the outgoing Trustee so removed and one
copy to the successor Trustee, and shall pay all fees owed to the outgoing
Trustee.

     Any resignation or removal of the Trustee and appointment of a successor
Trustee pursuant to any of the provisions of this Section shall not become
effective until acceptance of appointment by the successor Trustee pursuant to
Section 10.08 and payment of all fees and expenses owed to the outgoing
Trustee. The Servicer shall provide notice of such resignation or removal of
the Trustee to each of the Rating Agencies.

     Section 10.08 Successor Trustee. Any successor Trustee appointed pursuant
to Section 10.07 shall execute, acknowledge and deliver to the Servicer and to
its predecessor Trustee an instrument accepting such appointment under this
Agreement, and thereupon the resignation or removal of the predecessor Trustee
shall become effective and such successor Trustee, without any further act,
deed or conveyance, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor under this Agreement, with like
effect as if originally named as Trustee. The predecessor Trustee shall upon
payment of its fees and expenses deliver to the successor Trustee all
documents and statements and monies held by it under this Agreement; and the
Servicer and the predecessor Trustee shall execute and deliver such
instruments and do such other things as may reasonably be required for fully
and certainly vesting and confirming in the successor Trustee all such rights,
powers, duties and obligations.

     No successor Trustee shall accept appointment as provided in this Section
unless at the time of such acceptance such successor Trustee shall be eligible
pursuant to Section 10.06.

     Upon acceptance of appointment by a successor Trustee pursuant to this
Section, the Servicer shall mail notice thereof to all Certificateholders and
to the Rating Agencies. If the Servicer shall fail to mail such notice within
10 days after acceptance of appointment by the successor Trustee, the
successor Trustee shall cause such notice to be mailed at the expense of the
Servicer.

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<PAGE>

     Section 10.09 Merger or Consolidation of Trustee. Any corporation into
which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be eligible pursuant to Section 10.06, without the execution
or filing of any instrument or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding. The Trustee
shall mail notice of any such merger or consolidation to the Rating Agencies

     Section 10.10 Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any
part of the Trust or any Financed Vehicle may at the time be located, the
Servicer and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons approved by the
Trustee to act as co-trustee, jointly with the Trustee, or separate trustee or
separate trustees, of all or any part of the Trust, and to vest in such
Person, in such capacity and for the benefit of the Certificateholders, such
title to the Trust or any part thereof and, subject to the other provisions of
this Section, such powers, duties, obligations, rights, and trusts as the
Servicer and the Trustee may consider necessary or desirable. If the Servicer
shall not have joined in such appointment within 15 days after the receipt by
it of a request so to do, the Trustee alone shall have the power to make such
appointment. No co-trustee or separate trustee under this Agreement shall be
required to meet the terms of eligibility as a successor Trustee pursuant to
Section 10.06 and no notice of the appointment of any co-trustee or separate
trustee shall be required pursuant to Section 10.08.

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

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

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

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

                                      47
<PAGE>

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

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

     Section 10.11 Representations and Warranties of Trustee. The Trustee
shall make the following representations and warranties on which the Depositor
and Certificateholders shall be deemed to rely:

          (i) The Trustee is a banking corporation duly organized, validly
     existing and in good standing under the laws of its place of
     incorporation.

          (ii) The Trustee has full corporate power, authority and legal right
     to execute and deliver, and to perform its obligations under, this
     Agreement, and shall have taken all necessary action to authorize the
     execution and delivery of, and the performance of its obligations under,
     this Agreement.

          (iii) This Agreement shall have been duly executed and delivered by
     the Trustee.

     Section 10.12 No Bankruptcy Petition. The Trustee, by entering into this
Agreement, and each Certificateholder, by accepting a Certificate, hereby
covenant and agree that they will not at any time institute against, or join
any other Person in instituting against, the Depositor or the Trust any
bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other similar proceedings under any federal or state
bankruptcy or similar law in connection with the Certificates or this
Agreement.

     Section 10.13 Trustee's Certificate. On or as soon as practicable after
each Record Date as of which Receivables shall be assigned to the Depositor or
the Servicer pursuant to Section 10.14, the Trustee shall execute a Trustee's
Certificate, based on the information contained in the Servicer's Certificate
for the related Collection Period, amounts deposited to the Collection Account
and notices received pursuant to this Agreement, identifying the Receivables
repurchased by the Depositor pursuant to Section 3.02 or purchased by the
Servicer pursuant to Section 4.07 or Section 11.02 during such Collection
Period, and shall deliver such Trustee's

                                      48
<PAGE>

Certificate, accompanied by a copy of the Servicer's Certificate for such
Collection Period, to the Depositor or the Servicer, as applicable. The
Trustee's Certificate submitted with respect to such Distribution Date shall
operate, as of such Distribution Date, as an assignment, without recourse,
representation or warranty, to the Depositor or the Servicer, as applicable,
of all the Trustee's right, title and interest in and to any such Repurchased
Receivable and to the other property conveyed to the Trust with respect
thereto, and all security and documents relating thereto, such assignment
being an assignment outright and not for security.

     Section 10.14 Trustee's Assignment of Repurchased Receivables. With
respect to all Receivables repurchased by the Depositor pursuant to Section
3.02 or purchased by the Servicer pursuant to Section 4.07 or Section 11.02,
the Trustee shall by a Trustee's Certificate assign, without recourse,
representation or warranty, to the Depositor or the Servicer, as applicable,
all the Trustee's right, title and interest in and to any such Receivable and
the other property conveyed to the Trust with respect thereto, and all
security and documents relating thereto, such assignment being an assignment
outright and not for security.

                                 ARTICLE XI.

                                  Termination

     Section 11.01 Termination of the Trust. (a) The respective obligations
and responsibilities of the Depositor, the Servicer and the Trustee created
hereby and the Trust created by this Agreement shall terminate (i) upon the
payment to Certificateholders of all amounts required to be paid to them
pursuant to this Agreement and the disposition of all property held as part of
the Trust and (ii) at the time provided in Section 11.02; provided, however,
that in no event shall the trust created by this Agreement continue beyond the
expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late ambassador of the United States to the Court of
St. James's, living on the date of this Agreement. The Servicer shall promptly
notify the Trustee of any prospective termination pursuant to this Section.

     (b) Except as provided in Section 11.01(a), neither the Depositor nor any
Owner shall be entitled to revoke or terminate the Trust.

     (c) Notice of any termination of the Trust, specifying the Distribution
Date upon which Certificateholders shall surrender their Certificates to the
Trustee for payment of the final distribution and cancellation of the
Certificates, shall be given by the Trustee by letter to Certificateholders
mailed not earlier than the 15th day and not later than the 25th day of the
month next preceding the specified Distribution Date stating (A) the
Distribution Date upon which final payment of the Certificates shall be made
upon presentation and surrender of the Certificates at the office of the
Trustee therein designated, (B) the amount of such final payment and (C) that
the Record Date otherwise applicable to such Distribution Date is not
applicable, payments being made only upon presentation and surrender of the
Certificates at the office of the Trustee therein specified. The Trustee shall
give such notice to the Certificate Registrar (if other than the Trustee) at
the time such notice is given to Certificateholders. Upon presentation and
surrender of the Certificates, the Trustee shall cause to be distributed to
Certificateholders amounts distributable on such Distribution Date pursuant to
Section 5.06.

                                      49
<PAGE>

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

     Section 11.02 Optional Purchase of All Receivables. On the last day of
any Collection Period as of which the Pool Balance shall be less than or equal
to [ ]% of the Original Pool Balance, [ ] shall have the option to purchase
the corpus of the Trust. To exercise such option, [ ] shall deposit an amount
into the Collection Account pursuant to Section 5.05 equal to the aggregate
Purchase Amount for the Receivables (including defaulted Receivables), plus
the appraised value of any other property held by the Trust, such value to be
determined by an appraiser mutually agreed upon by [ ] and the Trustee. [ ]
thereafter shall succeed to all interests in and to the Trust.

                                 ARTICLE XII.

                           Miscellaneous Provisions

     Section 12.01 Amendment. This Agreement may be amended by the Depositor,
the Servicer and the Trustee, without the consent of the Certificateholders,
to cure any ambiguity, to correct or supplement any provisions in this
Agreement or for the purpose of adding any provisions to or changing in any
manner or eliminating any provision in this Agreement or of modifying in any
manner the rights of the Certificateholders; provided, however, that such
action shall not, as evidenced by an Opinion of Counsel delivered to the
Trustee, adversely affect in any material respect the interests of any
Certificateholder.

     This Agreement may also be amended from time to time by the Depositor,
the Servicer and the Trustee with the consent of the Holders of Class [A]
Certificates and Class [B] Certificates (which consent shall be conclusive and
binding on such Holders and on all future Holders of such Certificates and of
any Certificates issued upon the transfer therefor or in exchange thereof or
in lieu thereof, whether or not notation of such consent is made upon the
Certificates), each voting as a class, evidencing not less than a majority of
the Class [A] Certificate Balance and Class [B] Certificate Balance,
respectively, 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 Certificateholders; provided, however, that no
such amendment shall (a) increase or reduce in any manner the amount of, or
accelerate or delay the timing of, collections of payments on Receivables or
distributions that shall be required to be made on any Certificate or (b)
reduce the aforesaid percentage of the Class [A] Certificate Balance and Class
[B] Certificate Balance required to consent to any such amendment without the
consent of the Holders of all Certificates then outstanding.

                                      50
<PAGE>

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

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

     Prior to the execution of any amendment to this Agreement, the Trustee
shall be entitled to receive and rely upon an Opinion of Counsel stating that
the execution of such amendment is authorized or permitted by this Agreement
and the Opinion of Counsel referred to in this Section 12.01. The Trustee may,
but shall not be obligated to, enter into any such amendment that affects the
Trustee's own rights, duties or immunities under this Agreement or otherwise.

     Section 12.02 Protection of Title to Trust. (a) The Depositor shall
execute and file such financing statements and cause to be executed and filed
such continuation statements, all in such manner and in such places as may be
required by law fully to preserve, maintain and protect the interest of the
Certificateholders and the Trustee in the Receivables and in the proceeds
thereof. The Depositor shall deliver (or cause to be delivered) to the Trustee
file-stamped copies of, or filing receipts for, any document filed as provided
above, as soon as available following such filing.

     (b) Neither the Depositor nor the Servicer shall change its name,
identity or corporate structure in any manner that would, could or might make
any financing statement or continuation statement filed in accordance with
paragraph (a) above seriously misleading within the meaning of Section
9-402(7) of the UCC, unless it shall have given the Trustee at least five
days' prior written notice thereof and shall have promptly filed appropriate
amendments to all previously filed financing statements or continuation
statements.

     (c) Each of the Depositor and the Servicer shall have an obligation to
give the Trustee at least 60 days' prior written notice of any relocation of
its principal executive office if, as a result of such relocation, the
applicable provisions of the UCC would require the filing of any amendment of
any previously filed financing or continuation statement or of any new
financing statement, and shall promptly file any such amendment or new
financing statement. The Servicer shall at all times maintain its principal
executive office and each office from which it shall service Receivables
within the United States of America.

     (d) The Servicer shall maintain accounts and records as to each
Receivable accurately and in sufficient detail to permit (i) the reader
thereof to know at any time the status of such Receivable, including payments
and recoveries made and payments owing (and the nature of each) and (ii)
reconciliation between payments or recoveries on (or with respect to) each
Receivable and the amounts from time to time deposited in the Distribution
Account in respect of such Receivable.

                                      51
<PAGE>

     (e) The Servicer shall maintain its computer systems so that, from and
after the time of sale under this Agreement of the Receivables to the Trustee,
the Servicer's master computer records (including any back-up archives) that
refer to a Receivable shall indicate clearly the interest of the Trust, in
such Receivable, and that such Receivable is owned by the Trustee. Indication
of the Trustee's ownership of a Receivable shall be deleted from or modified
on the Servicer's computer systems when, and only when, such Receivable shall
have been paid in full or repurchased.

     (f) If at any time the Depositor or the Servicer shall propose to sell,
grant a security interest in, or otherwise transfer any interest in automotive
receivables to, any prospective purchaser, lender or other transferee, the
Servicer shall give to such prospective purchaser, lender or other transferee
computer tapes, records or print-outs (including any restored from back-up
archives) that, if they shall refer in any manner whatsoever to any
Receivable, shall indicate clearly that such Receivable has been sold and is
owned by the Trustee.

     (g) The Servicer shall permit the Trustee and its agents at any time
during normal business hours to inspect, audit and make copies of and
abstracts from the Servicer's records regarding any Receivable.

     (h) Upon request, the Servicer shall furnish to the Trustee, within five
Business Days, a list of all Receivables (by contract number and name of
Obligor) then held as part of the Trust, together with a reconciliation of
such list to the Schedule of Receivables and to each of the Servicer's
Certificates furnished before such request indicating removal of Receivables
from the Trust.

     Section 12.03 Separate Counterparts. This Agreement may be executed by
the parties hereto in separate counterparts, each of which when so executed
and delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.

     Section 12.04 Limitation on Rights of Certificateholders. (a) The death
or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a partition or winding up of the
Trust, nor otherwise affect the rights, obligations and liabilities of the
parties to this Agreement or any of them.

     (b) No Certificateholder shall have any right to vote (except as provided
in Section 12.01 or 9.05) or in any manner otherwise control the operation and
management of the Trust or the obligations of the parties to this Agreement;
nor shall any provision in this Agreement or contained in the Certificates be
construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be
under any liability to any third person by reason of any action taken pursuant
to any provision of this Agreement.

     (c) No Certificateholder shall have any right to institute any suit,
action or proceeding in equity or at law upon or under or with respect to this
Agreement, unless: (i) such Holder previously shall have given to the Trustee
written notice of a continuing Event of

                                      52
<PAGE>


Default; (ii) the Holders of Certificates evidencing not less than 25% of the
Certificate Balance shall have made written request upon the Trustee to
institute such action, suit or proceeding in its own name as Trustee under
this Agreement and shall have offered to the Trustee such reasonable indemnity
as it may require against the costs, expenses and liabilities to be incurred
therein or thereby; (iii) the Trustee, for 60 days after its receipt of such
notice, request and offer of indemnity shall have neglected or refused to
institute any such action, suit or proceeding; and (iv) during such 60-day
period no request or waiver inconsistent with such written request shall have
been given to the Trustee by Holders representing a majority of the
Certificate Balance. It is understood and intended that no one or more Holders
of Certificates shall have any right in any manner whatever by virtue of, or
by availing of, any provisions of this Agreement to affect, disturb or
prejudice the rights of any other Holders of Certificates, or to obtain or
seek to obtain priority over or preference to any other such Holder, or to
enforce any right under this Agreement, except in the manner provided in this
Agreement.

     Section 12.05 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS THAT WOULD APPLY THE LAW OF ANY JURISDICTION OTHER
THAN THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES UNDER THIS AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     Section 12.06 Notices. All demands, notices and communications upon or to
the Depositor, the Servicer, the Trustee or the Rating Agencies under this
Agreement shall be in writing, personally delivered 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., 383 Madison Avenue, New York, New York 10179, Attention of
[               ], [               ]; (b) in the case of the Servicer, to
[               ], [               ], Attention of
[               ], [               ]; (c) in the case of the Trustee, at the
Corporate Trust Office; (d) in the case of [RATING AGENCY], to [RATING
AGENCY], [ADDRESS]; and (e) in the case of [RATING AGENCY], to [RATING
AGENCY] [ADDRESS], Attention:  [               ].  Any notice required or
permitted to be mailed to a Certificateholder shall be given by first class
mail, postage prepaid, at the address of such Holder as shown in the
Certificate Register.  Any notice so mailed within the time prescribed in
this Agreement shall be conclusively presumed to have been duly given,
whether or not the Certificateholder shall receive such notice.

     Section 12.07 Severability of Provisions. Any provision of this Agreement
that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this
Agreement, and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other
jurisdiction.

     Section 12.08 Assignment. Notwithstanding anything to the contrary
contained herein, except as provided in Sections 7.04 and 8.03 and as provided
in the provisions of this Agreement concerning the resignation of the
Servicer, this Agreement may not be assigned by the Depositor or the Servicer
without the prior written consent of the Trustee and the Holders of
Certificates evidencing not less than 66% of the Certificate Balance.

                                      53
<PAGE>

     Section 12.09 Certificates Nonassessable and Fully Paid.
Certificateholders shall not be personally liable for obligations of the
Trust. The interests represented by the Certificates shall be nonassessable
for any losses or expenses of the Trust or for any reason whatsoever.

     Section 12.10 Limitations on Rights of Others. The provisions of this
Agreement are solely for the benefit of the Depositor, the Servicer, the
Trustee and the Certificateholders, and nothing in this Agreement, whether
express or implied, shall be construed to give any other Person any legal or
equitable right, remedy or claim in respect of the Trust or under or in
respect of this Agreement or any covenants, conditions or provisions contained
herein.

     Section 12.11 Headings. The headings of the various Articles and Sections
herein are for convenience of reference only and shall not define or limit any
of the terms or provisions hereof.

     Section 12.12 Nonpetition Covenants. (a) Notwithstanding any prior
termination of this Agreement, the Servicer and the Depositor shall not, prior
to the date that is one year and one day after the termination of this
Agreement with respect to the Trust, acquiesce to, petition or otherwise
invoke or cause the Trust to invoke the process of any court or government
authority for the purpose of commencing or sustaining a case against the Trust
under any federal or state bankruptcy, insolvency or similar law, or
appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator,
or other similar official of the Trust or any substantial part of its
property, or ordering the winding up or liquidation of the affairs of the
Trust.

     (b) Notwithstanding any prior termination of this Agreement, the Servicer
shall not, prior to the date that is one year and one day after the
termination of this Agreement with respect to the Depositor, acquiesce to,
petition or otherwise invoke or cause the Depositor to invoke the process of
any court or government authority for the purpose of commencing or sustaining
a case against the Depositor under any federal or state bankruptcy, insolvency
or similar law, appointing a receiver, liquidator, assignee, trustee,
custodian, sequestrator, or other similar official of the Depositor or any
substantial part of its property, or ordering the winding up or liquidation of
the affairs of the Depositor.

                                    * * *

                                      54
<PAGE>

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



                                  BEAR STEARNS ASSET BACKED FUNDING INC., as
                                  Depositor



                                  By:_________________________
                                       Name:
                                       Title:



                                  [TRUSTEE], as Trustee



                                  By:_________________________
                                       Name:
                                       Title:


                                  [                          ], as Seller and
                                  Servicer




                                  By:_________________________
                                       Name:
                                       Title:




                                      55
<PAGE>


                                                                     SABW Draft
                                                                       10/31/02


                                                                      EXHIBIT A

                         FORM OF CLASS [A] CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CLASS [A]
CERTIFICATE WILL BE MADE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS [B] CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

NUMBER                              $
------                         -----------

R-                                  CUSIP NO.


                         WHOLE AUTO LOAN TRUST 200_-_

                  [____]% ASSET BACKED CERTIFICATE, CLASS [A]

evidencing a fractional undivided interest in the Trust, as defined below,
the property of which includes a pool of [retail installment sales contracts,
retail installment loans, purchase money notes or other notes] secured by
[new and used automobiles, light-duty trucks, motorcycles, recreational
vehicles, vans, minivans and/or sport utility vehicles] financed by those
contracts.

(This Class [A] Certificate does not represent an interest in or obligation
of Bear Stearns Asset Backed Funding Inc., except to the extent described
below.)

     THIS CERTIFIES THAT _______________________________________ is the
registered owner of [______________________________________] DOLLARS
nonassessable, fully-paid, fractional undivided interest in [ ] (the "Trust")
formed pursuant to the Pooling and Servicing Agreement (the "Agreement") dated
as of Bear Stearns Asset Backed Funding Inc., among [ ], a Delaware
corporation, as depositor (the "Depositor"), [ ], as servicer (the "Servicer")
and [Trustee], a [_______] banking corporation, as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth below. To
the extent not otherwise defined herein, the capitalized terms used herein
have the meanings assigned to them in the Agreement.

           This Certificate is one of a duly authorized series of
Certificates, designated as the [_____]% Asset Backed Certificates, Class [A]
(herein called the "Class [A] Certificates"), all

                                     A-1
<PAGE>

issued under the Agreement, to which Agreement reference is hereby made for a
statement of the respective rights and obligations thereunder of the
Depositor, the Servicer, the Trustee and Holders of the Certificates. The
Class [A] Certificates are subject to all terms of the Agreement.

     The property of the Trust includes a pool of [retail installment sales
contracts, retail installment loans, purchase money notes or other notes]
secured by [new and used automobiles, light-duty trucks, motorcycles,
recreational vehicles, vans, minivans and/or sport utility vehicles] (the
"Receivables") financed by those contracts, all monies received on or after
the related Cutoff Date, security interests in the assets financed thereby,
certain bank accounts and the proceeds thereof, proceeds from claims on
certain insurance policies and all proceeds of the foregoing.

     Under the Agreement, there will be distributed on the [______] day of
each month or, if such [______] day is not a Business Day, the next Business
Day (each, a "Distribution Date"), commencing on [______________________], to
the Person in whose name this Class [A] Certificate is registered at the close
of business on the first day of the month in which such Distribution Date
occurs (the "Record Date"), such Certificateholder's fractional undivided
interest in the amount to be distributed to Class [A] Certificateholders on
such Distribution Date.

     It is the intent of the Depositor, the Servicer, the Trustee and the
Certificateholders that, for purposes of federal income, state and local
income and single business tax and any other income taxes, the Trust will be
treated as a grantor trust and the Certificates will be treated as interests
in a grantor trust. The Depositor, the Servicer, the Trustee and the
Certificateholders, by acceptance of a Certificate or of a beneficial interest
in a Certificate, as the case may be, agree to treat, and to take no action
inconsistent with the treatment of, the Certificates for such tax purposes as
interests in a grantor trust.

     Distributions on this Class [A] Certificate will be made as provided in
the Agreement by the Trustee by wire transfer or check mailed to the
Certificateholder of record in the Certificate Register without the
presentation or surrender of this Class [A] Certificate or the making of any
notation hereon, except that with respect to Class [A] Certificates registered
on the Record Date in the name of the nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payments will be made by wire
transfer in immediately available funds to the account designated by such
nominee. Except as otherwise provided in the Agreement and notwithstanding the
above, the final distribution on this Class [A] Certificate will be made after
due notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Class [A] Certificate at the office or
agency maintained for that purpose by the Trustee in the Borough of Manhattan,
The City of New York.

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

     Unless the certificate of authentication hereon shall have been executed
by an authorized officer of the Trustee, by manual signature, this Class [A]
Certificate shall not entitle the Holder hereof to any benefit under the
Agreement or be valid for any purpose.

                                     A-2
<PAGE>

     THIS TRUST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     IN WITNESS WHEREOF, the Trustee, on behalf of the Trust and not in its
individual capacity, has caused this Class [A] Certificate to be duly
executed.

Date:                               [               ]




By:   [TRUSTEE],
      not in its individual capacity but solely
      as Trustee,



                                  By:_____________________________________
                                          Authorized Signatory


                         CERTIFICATE OF AUTHENTICATION

This is one of the Class [A] Certificates referred to in the within-mentioned
Agreement.

Date:



                                  [TRUSTEE],
                                  as Trustee



                                  By:_______________________________________
                                          Authorized Signatory


                                     A-3
<PAGE>


                                                                     SABW Draft
                                                                       10/31/02

                      (REVERSE OF CLASS [A] CERTIFICATE)

     The Class [A] Certificates do not represent an obligation of, or an
interest in, the Depositor, the Servicer, the Trustee or any affiliates of any
of them, and no recourse may be had against such parties or their assets
except as expressly set forth or contemplated herein or in the Agreement. In
addition, this Class [A] Certificate is not guaranteed by any governmental
agency or instrumentality and is limited in right of payment to certain
collections and recoveries with respect to the Receivables (and certain other
amounts), all as more specifically set forth herein and in the Agreement. A
copy of the Agreement may be examined by any Certificateholder upon written
request during normal business hours at the principal office of the Depositor
and at such other places, if any, designated by the Depositor.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer and the Trustee and the rights of the
Certificateholders at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates evidencing not less than a
majority of the Certificate Balance. Any such consent by the Holder of this
Class [A] Certificate shall be conclusive and binding on such Holder and on
all future Holders of this Certificate and of any Class [A] Certificate issued
upon the transfer hereof or in exchange herefor or in lieu hereof, whether or
not notation of such consent is made upon this Class [A] Certificate. The
Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Holders of any of the Certificates.

     As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Class [A] Certificate is registerable in the
Certificate Register upon surrender of this Class [A] Certificate for
registration of transfer at the offices or agencies of the Certificate
Registrar maintained by the Trustee in the Borough of Manhattan, The City of
New York, accompanied by a written instrument of transfer in form satisfactory
to the Trustee and the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Class [A] Certificates of authorized denominations evidencing the
same aggregate interest in the Trust will be issued to the designated
transferee. The initial Certificate Registrar appointed under the Agreement is
[________________________________].

     Except as provided in the Agreement, the Class [A] Certificates are
issuable only as registered certificates without coupons in a minimum
denomination of $[________]. As provided in the Agreement and subject to
certain limitations therein set forth, Class [A] Certificates are exchangeable
for new Class [A] Certificates of authorized denominations evidencing the same
aggregate denomination, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange,
but the Trustee or the Certificate Registrar may require payment of a sum
sufficient to cover any tax or governmental charge payable in connection
therewith.

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

                                     A-4
<PAGE>

           The obligations and responsibilities created by the Agreement and
the Trust created thereby shall terminate upon the payment to
Certificateholders of all amounts required to be paid to them pursuant to the
Agreement and the disposition of all property held by the Trust.  The
Servicer of the Receivables may at its option purchase the Trust property at
a price specified in the Agreement, and such purchase of the Receivables and
other property of the Trust will effect early retirement of the Certificates;
however, such right of purchase is exercisable only as of the last day of any
Collection Period as of which the Pool Balance is less than or equal to [__]%
of the Original Pool Balance.

                                     A-5
<PAGE>



                                                                     SABW Draft
                                                                       10/31/02



                                  ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE



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

_________________________________________________________________

the within Class [A] Certificate, and all rights thereunder, hereby
irrevocably constituting and appointing _________________________ to transfer
said Class [A] Certificate on the books of the Certificate Registrar, with
full power of substitution in the premises.

Dated:
      ___________________________________*

                          Signature Guaranteed:


                     ____________________________________*/

_______________________

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


                                     A-6
<PAGE>


                                                                     SABW Draft
                                                                       10/31/02


                                   EXHIBIT B

                         FORM OF CLASS [B] CERTIFICATE

THIS CLASS [B] CERTIFICATE IS SUBORDINATE TO THE PRIOR RIGHTS OF THE CLASS
[A] CERTIFICATES IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT
REFERRED TO BELOW.

THIS CERTIFICATE MAY NOT  BE PURCHASED BY OR TRANSFERRED TO ANY PERSON THAT
IS AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY
PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1074, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE INTERNAL  REVENUE CODE OF 1086, AS AMENDED
(THE "CODE"), OR ANY GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA,
SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, A
"PLAN") OR  ANY PERSON INVESTING THE ASSETS OF A PLAN EXCEPT AS PROVIDED IN
THE AGREEMENT REFERRED TO HEREIN.

DISTRIBUTIONS IN REDUCTION OF THE PRINCIPAL BALANCE OF THIS CLASS [B]
CERTIFICATE WILL BE MADE IN INSTALLMENTS AS SET FORTH HEREIN.  ACCORDINGLY,
THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS [B] CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

NUMBER                                                              $
--------                                                         ---------
R-                                                          CUSIP NO.


                         WHOLE AUTO LOAN TRUST 200_-_

                  [____]% ASSET BACKED CERTIFICATE, CLASS [B]

evidencing a fractional undivided interest in the Trust, as defined below,
the property of which includes a pool of [retail installment sales contracts,
retail installment loans, purchase money notes or other notes] secured by
[new and used automobiles, light-duty trucks, motorcycles, recreational
vehicles, vans, minivans and/or sport utility vehicles] financed by those
contracts.

(This Class [B] Certificate does not represent an interest in or obligation
of Bear Stearns Asset Backed Funding Inc., except to the extent described
below.)

           THIS CERTIFIES THAT ____________________________________ is the
registered owner of [____________________________] DOLLARS nonassessable,
fully-paid, fractional undivided interest in [               ] (the "Trust")
formed pursuant to a Pooling and Servicing Agreement (the "Agreement") dated
as of Bear Stearns Asset Backed Funding Inc., among [               ], a
Delaware corporation, as depositor (the "Depositor"),
[                          ], as servicer (the "Servicer") and [Trustee], a
[Jurisdiction] banking corporation, as trustee (the "Trustee"), a summary of
certain of the pertinent provisions of which is set forth below.  To the

                                     B-2
<PAGE>

extent not otherwise defined herein, the capitalized terms used herein have
the meanings assigned to them in the Agreement.

     This Certificate is one of a duly authorized series of Certificates,
designated as the [____]% Asset Backed Certificates, Class [B] (herein called
the "Class [B] Certificates") all, issued under the Agreement, to which
Agreement reference is hereby made for a statement of the respective rights
and obligations thereunder of the Depositor, the Servicer, the Trustee and
Holders of the Certificates. The Class [B] Certificates are subject to all
terms of the Agreement.

     The property of the Trust includes a pool of [retail installment sales
contracts, retail installment loans, purchase money notes or other notes]
secured by [new and used automobiles, light-duty trucks, motorcycles,
recreational vehicles, vans, minivans and/or sport utility vehicles] (the
"Receivables") financed by those contracts, all monies received on or after
the related Cutoff Date, security interests in the vehicles financed thereby,
certain bank accounts and the proceeds thereof, proceeds from claims on
certain insurance policies and all proceeds of the foregoing.

     Under the Agreement, there will be distributed on the [________] day of
each month or, if such [_______] day is not a Business Day, the next Business
Day (each, a "Distribution Date"), commencing on [______________________], to
the Person in whose name this Class [B] Certificate is registered at the close
of business on the first day of the month in which such Distribution Date
occurs (the "Record Date"), subject to the prior rights of the Class [A]
Certificateholders, such Certificateholder's fractional undivided interest in
the amount to be distributed to Class [B] Certificateholders on such
Distribution Date.

     It is the intent of the Depositor, the Servicer, the Trustee and the
Certificateholders that, for purposes of federal income, state and local
income and single business tax and any other income taxes, the Trust will be
treated as a grantor trust and the Certificates will be treated as interests
in a grantor trust. The Depositor, the Servicer, the Trustee and the
Certificateholders, by acceptance of a Certificate or of a beneficial interest
in a Certificate, as the case may be, agree to treat, and to take no action
inconsistent with the treatment of, the Certificates for such tax purposes as
interests in a grantor trust.

     Distributions on this Class [B] Certificate will be made as provided in
the Agreement by the Trustee by wire transfer or check mailed to the
Certificateholder of record in the Certificate Register without the
presentation or surrender of this Class [B] Certificate or the making of any
notation hereon, except that with respect to Class [B] Certificates registered
on the Record Date in the name of the nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payments will be made by wire
transfer in immediately available funds to the account designated by such
nominee. Except as otherwise provided in the Agreement and notwithstanding the
above, the final distribution on this Class [B] Certificate will be made after
due notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Class [B] Certificate at the office or
agency maintained for that purpose by the Trustee in the Borough of Manhattan,
The City of New York.

                                     B-2
<PAGE>

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

     Unless the certificate of authentication hereon shall have been executed
by an authorized officer of the Trustee, by manual signature, this Class [B]
Certificate shall not entitle the Holder hereof to any benefit under the
Agreement or be valid for any purpose.

     THIS CLASS [B] CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.

                                     B-3
<PAGE>

                                                                     SABW Draft
                                                                       10/31/02



           IN WITNESS WHEREOF, the Trustee, on behalf of the Trust and not in
its individual capacity, has caused this Class [B] Certificate to be duly
executed.

Date:
                               [                                 ]
                               TRUST 200__-__



                                  By:  [TRUSTEE], not in its individual
                                  capacity but solely as Trustee
                                  By:_____________________________________
                                          Authorized Signatory


                         CERTIFICATE OF AUTHENTICATION

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

Date:                                          [TRUSTEE], as Trustee



                                  By:
                                          Authorized Signatory


                                     B-4
<PAGE>

                                                                     SABW Draft
                                                                       10/31/02


                      (REVERSE OF CLASS [B] CERTIFICATE)

     The Class [B] Certificates do not represent an obligation of, or an
interest in, the Depositor, the Servicer, the Trustee or any affiliates of any
of them, and no recourse may be had against such parties or their assets
except as expressly set forth or contemplated herein or in the Agreement. In
addition, this Class [B] Certificate is not guaranteed by any governmental
agency or instrumentality and is limited in right of payment to certain
collections and recoveries with respect to the Receivables (and certain other
amounts), all as more specifically set forth herein and in the Agreement. A
copy of the Agreement may be examined by any Certificateholder upon written
request during normal business hours at the principal office of the Depositor
and at such other places, if any, designated by the Depositor.

     The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Depositor, the
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing not less than a majority of the Certificate Balance. Any such
consent by the Holder of this Class [B] Certificate shall be conclusive and
binding on such Holder and on all future Holders of this Class [B] Certificate
and of any Class [B] Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent is
made upon this Class [B] Certificate. The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders
of any of the Certificates.

     Except as provided in the Agreement, the Class [B] Certificates are
issuable only as registered certificates without coupons in a minimum
denominations of $[________]. As provided in the Agreement and subject to
certain limitations therein set forth, Class [B] Certificates are exchangeable
for new Class [B] Certificates of authorized denominations evidencing the same
aggregate denomination, as requested by the Holder surrendering the same. No
service charge will be made for any such registration of transfer or exchange,
but the Trustee or the Certificate Registrar may require payment of a sum
sufficient to cover any tax or governmental charge payable in connection
therewith.

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

     The obligations and responsibilities created by the Agreement and the
Trust created thereby shall terminate upon the payment to Certificateholders
of all amounts required to be paid to them pursuant to the Agreement and the
disposition of all property by the Trust. The Servicer of the Receivables may
at its option purchase the Trust property at a price specified in the
Agreement, and such purchase of the Receivables and other property of the
Trust will effect early retirement of the Class [B] Certificates; however,
such right of purchase is exercisable only as of the last day of any
Collection Period as of which the Pool Balance is less than or equal to [ ]%
of the Original Pool Balance.

                                     B-5
<PAGE>

                                                                     SABW Draft
                                                                       10/31/02


                                  ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE



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

_________________________________________________________________

the within Class [B] Certificate, and all rights thereunder, hereby
irrevocably constituting and appointing ________________________ to transfer
said Class [B] Certificate on the books of the Certificate Registrar, with
full power  of substitution in the premises.

Dated:



______________________________*


                                  Signature Guaranteed:

                               ____________________________*/

_______________________


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



                                     B-6
<PAGE>

                                                                     SABW Draft
                                                                       10/31/02

                                                                      EXHIBIT C

                        (FORM OF DEPOSITORY AGREEMENT)

                           Letter of Representations
                    (To be Completed by Issuer and Trustee)


                               (Name of Issuer)



                               (Name of Trustee)
                                                               ________________
                                                                         (Date)

Attention: General Counsel's Office
THE DEPOSITORY TRUST COMPANY
55 Water Street; 49th Floor
New York, NY 10041-0099


      Re:_______________________



                          __________________________
                              (Issue Description)

Ladies and Gentlemen:

     This letter sets forth our understanding with respect to certain matters
relating to the above-referenced issue (the "Securities"). Trustee will act as
trustee with respect to the Securities pursuant to a trust indenture dated __,
200_ (the "Document"). _________________________________ (the "Underwriter")
is distributing the Securities through The Depository Trust Company ("DTC").

     To induce DTC to accept the Securities as eligible for deposit at DTC,
and to act in accordance with its Rules with respect to the Securities, Issuer
and Trustee make the following representations to DTC:

     (1) Prior to closing on the Securities on ________________, 200_, there
shall be deposited with DTC one Security certificate registered in the name of
DTC's nominee, Cede & Co., for each stated maturity of the Securities in the
face amounts set forth on Schedule A hereto, the total of which represents
100% of the principal amount of such Securities. If, however, the aggregate
principal amount of any maturity exceeds $[ ] million, one certificate will be
issued with respect to each $[ ] million of principal amount and an additional

                                     C-1
<PAGE>


certificate will be issued with respect to any remaining principal amount.
Each $[ ] million certificate shall bear the following legend:

           Unless this certificate is presented by an authorized
           representative of The Depository Trust Company, a New York
           corporation ("DTC"), to Issuer or its agent for registration of
           transfer, exchange, or payment, and any certificate issued is
           registered in the name of Cede & Co. or in such other name as is
           requested by an authorized representative of DTC (and any payment
           is made to Cede & Co. or to such other entity as is requested by an
           authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER
           USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
           inasmuch as the registered owner hereof, Cede & Co., has an
           interest herein.

     (2) In the event of any solicitation of consents from or voting by
holders of the Securities, Issuer or Trustee shall establish a record date for
such purposes (with no provision for revocation of consents or votes by
subsequent holders) and shall, to the extent possible, send notice of such
record date to DTC not less than 15 calendar days in advance of such record
date. Notices to DTC pursuant to this Paragraph by telecopy shall be sent to
DTC's Reorganization Department at (212) 709-6896 or (212) 709-6897, and
receipt of such notices shall be confirmed by telephoning (212) 709-6870.
Notices to DTC pursuant to this Paragraph by mail or by any other means shall
be sent to DTC's Reorganization Department as indicated in Paragraph 4.

     (3) In the event of a full or partial redemption, Issuer or Trustee shall
send a notice to DTC specifying: (a) the amount of the redemption or
refunding; (b) in the case of a refunding, the maturity date(s) established
under the refunding; and (c) the date such notice is to be mailed to Security
holders or published (the "Publication Date"). Such notice shall be sent to
DTC by a secure means (e.g., legible telecopy, registered or certified mail,
overnight delivery) in a timely manner designed to assure that such notice is
in DTC's possession no later than the close of business on the business day
before or, if possible, two business days before the Publication Date. Issuer
or Trustee shall forward such notice either in a separate secure transmission
for each CUSIP number or in a secure transmission for multiple CUSIP numbers
(if applicable) which includes a manifest or list of each CUSIP number
submitted in that transmission. (The party sending such notice shall have a
method to verify subsequently the use of such means and the timeliness of such
notice.) The Publication Date shall be not less than 30 days nor more than 60
days prior to the redemption date or, in the case of an advance refunding, the
date that the proceeds are deposited in escrow. Notices to DTC pursuant to
this Paragraph by telecopy shall be sent to DTC's Call Notification Department
at (516) 227-4039 or (516) 227-4190. If the party sending the notice does not
receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (516) 227-4070. Notices to DTC pursuant
to this Paragraph by mail or by any other means shall be sent to:

                          Manager; Call Notification Department
                          The Depository Trust Company
                          711 Stewart Avenue
                          Garden City, NY 11530-4719

                                     C-2
<PAGE>

     (4) In the event of an invitation to tender the Securities, notice by
Issuer or Trustee to Security holders specifying the terms of the tender and
the Publication Date of such notice shall be sent to DTC by a secure means in
the manner set forth in the preceding Paragraph. Notices to DTC pursuant to
this Paragraph and notices of other corporate actions (including mandatory
tenders, exchanges, and capital changes) by telecopy shall be sent to DTC's
Reorganization Department at (212) 709-1093 or (212) 709-1094, and receipt of
such notices shall be confirmed by telephoning (212) 709-6884. Notices to DTC
pursuant to the above by mail or by any other means shall be sent to:

                          Manager; Reorganization Department
                          Reorganization Window
                          The Depository Trust Company
                          7 Hanover Square; 23rd Floor
                          New York, NY 10004-2695

     (5) All notices and payment advices sent to DTC shall contain the CUSIP
number of the Securities.

     (6) Trustee shall send DTC written notice with respect to the dollar
amount per $1,000 original face value (or other minimum authorized
denomination if less than $1,000 face value) payable on each payment date
allocated as to the interest and principal portions thereof preferably 5, but
not less than 2, business days prior to such payment date. Such notices, which
shall also contain the current pool factor and Trustee contact's name and
telephone number, shall be sent by telecopy to DTC's Dividend Department at
(212) 709-1723, or if by mail or by any other means to:

                          Manager; Announcements
                          Dividend Department
                          The Depository Trust Company
                          7 Hanover Square; 22nd Floor
                          New York, NY 10004-2695

     (7) (NOTE: ISSUER MUST REPRESENT ONE OF THE FOLLOWING, AND CROSS OUT THE
OTHER:) (The interest accrual period is record date to record date.) (The
interest accrual period is payment date to payment date.)

     (8) Interest payments and principal payments that are part of periodic
principal-and-interest payments shall be received by Cede & Co., as nominee of
DTC, or its registered assigns in same-day funds on each payment date (or the
equivalent in accordance with existing arrangements between Issuer or Trustee
and DTC). Such payments shall be made payable to the order of Cede & Co.
Absent any other existing arrangements, such payments shall be addressed as
follows:

                                     C-3
<PAGE>

                          Manager; Cash Receipts
                          Dividend Department
                          The Depository Trust Company
                          7 Hanover Square; 24th Floor
                          New York, NY 10004-2695

     (9) (NOTE: ISSUER MUST REPRESENT ONE OF THE FOLLOWING, AND CROSS OUT THE
OTHER:)

     Securities Eligible for DTC's Same-Day Funds Settlement ("SDFS") System.
Other principal payments (redemption payments) shall be made in same-day funds
by Trustee in the manner set forth in the SDFS Paying Agent Operating
Procedures, a copy of which previously has been furnished to Trustee.

     Securities Eligible for DTC's Next-Day Funds Settlement ("NDFS") System.
Other principal payments (redemption payments) shall be made in next-day funds
by Trustee to Cede & Co., as nominee of DTC, or its registered assigns, on
each payment date. Such payments shall be made payable to the order of Cede &
Co., and shall be addressed as follows:

                          NDFS Redemptions Manager
                          Reorganization/Redemptions Department
                          The Depository Trust Company
                          7 Hanover Square; 23rd Floor
                          New York, NY 10004-2695

     (10) DTC may direct Issuer or Trustee to use any other number or address
as the number or address to which notices or payments of interest or principal
may be sent.

     (11) In the event of a redemption, acceleration, or any other similar
transaction (e.g., tender made and accepted in response to Issuer's or
Trustee's invitation) necessitating a reduction in the aggregate principal
amount of Securities outstanding or an advance refunding of part of the
Securities outstanding, DTC, in its discretion: (a) may request Issuer or
Trustee to issue and authenticate a new Security certificate; or (b) may make
an appropriate notation on the Security certificate indicating the date and
amount of such reduction in principal except in the case of final maturity, in
which case the certificate will be presented to Issuer or Trustee prior to
payment, if required.

     (12) In the event that Issuer determines that beneficial owners of
Securities shall be able to obtain certificated Securities, Issuer or Trustee
shall notify DTC of the availability of certificates. In such event, Issuer or
Trustee shall issue, transfer, and exchange certificates in appropriate
amounts, as required by DTC and others.

     (13) DTC may discontinue providing its services as securities depository
with respect to the Securities at any time by giving reasonable notice to
Issuer or Trustee (at which time DTC will confirm with Issuer or Trustee the
aggregate principal amount of Securities outstanding). Under such
circumstances, at DTC's request Issuer and Trustee shall cooperate

                                     C-4
<PAGE>

fully with DTC by taking appropriate action to make available one or more
separate certificates evidencing Securities to any DTC Participant having
Securities credited to its DTC accounts.

     (14) Issuer: (a) understands that DTC has no obligation to, and will not,
communicate to its Participants or to any person having an interest in the
Securities any information contained in the Security certificate(s); and (b)
acknowledges that neither DTC's Participants nor any person having an interest
in the Securities shall be deemed to have notice of the provisions of the
Security certificates by virtue of submission of such certificate(s) to DTC.

     (15) Nothing herein shall be deemed to require Trustee to advance funds
on behalf of Issuer.

Notes:                 Very truly yours,

                       (Authorized Officer's Signature)


A.    If there is a    _____________________________________
Trustee (as defined                    (Issuer)
in this Letter of
Representations),
Trustee as well as
Issuer must sign this              By:
Letter.  If there is                       (Authorized Officer's Signature)
no Trustee, in
signing this Letter
Issuer itself
undertakes to perform
all of the
obligations set forth
herein.

                                     C-5
<PAGE>



                                                                     SABW Draft
                                                                       10/31/02



B.    Schedule B contains           ______________________________________
statements that DTC believes                   (Trustee)
accurately describe DTC, the
method of effecting book-entry
transfers of securities
distributed through DTC, and
certain related matters.

                                    By:
                                    _______________________________
                                    (Authorized Officer's Signature)


                                    [_______________________________]
                                    (Administrator)



                                    By:________________________________
                                    (Authorized Officer's Signature)



Received and Accepted:
THE DEPOSITORY TRUST COMPANY



By:___________________________

cc:   Underwriter
      Underwriter's Counsel

                                     C-6
<PAGE>

                                                                     SABW Draft
                                                                       10/31/02


                                                                     SCHEDULE A

                               (Describe Issue)

CUSIP          Principal Amount          Maturity Date           Interest Rate



                                     C-7
<PAGE>


                                                                     SABW Draft
                                                                       10/31/02


                                   EXHIBIT D

                        FORM OF SERVICER'S CERTIFICATE

                                [            ]
                  [___]% Asset Backed Certificates, Class [A]
                  [___]% Asset Backed Certificates, Class [B]



Distribution Date:

Collection Period:

     Under the Pooling and Servicing Agreement dated as of [_____________] by
and among Bear Stearns Asset Backed Funding Inc., as Depositor, [         ], as
Servicer, and [Trustee], as Trustee, the Servicer is required to prepare
certain information each month regarding current distributions to
Certificateholders and the performance of the Trust during the previous month.
The information that is required to be prepared with respect to the
Distribution Date and Collection Period listed above is set forth below.
Certain of the information is presented on the basis of an original principal
amount of $[ ] per Class [A] Certificate or Class [B] Certificate, as
appropriate, and certain other information is presented based upon the
aggregate amounts for the Trust as a whole.

A. Information Regarding the Current Monthly Distribution.

      1. Class [A] Certificates.

           (a) The aggregate amount of the distribution

           (b) The amount of the distribution set forth in

                          paragraph A.1.(a) above in respect of interest

           $[_________]

           (c) The amount of the distribution set forth in

                          paragraph A.1.(a) above in respect of principal

           $[_________]

           (d) The amount of the distribution set forth in

                          paragraph A.1.(a) above per $[                 ]
                          interest

           $[_________]

                                     D-1
<PAGE>

           (e) The amount of the distribution set forth in

                          paragraph A.1.(b) above per $[                 ]
                          interest

           $[_________]

           (f) The amount of the distribution set forth in

                          paragraph A.1.(c) above per $[                 ]
                          interest

           $[_________]

      2.   Class [B] Certificates.

           (a) The aggregate amount of the distribution

           $_________

           (b) The amount of the distribution set forth in

                          paragraph A.2(a) above in respect of interest
                          $[_________]

           (c) The amount of the distribution set forth in

                          paragraph A.2(a) above in respect of principal

           $[_________]

           (d) The amount of the distribution set forth in

                          paragraph A.2(a) above per $[                 ]
                          interest

           $[_________]

           (e) The amount of the distribution set forth in

                          paragraph A.2(b) above per $[                 ]
                          interest

           $[_________]

           (f) The amount of the distribution set forth in

                          paragraph A.2(c) above per $[                 ]
                          interest

           $[_________]

                                     D-2
<PAGE>

B.  Information Regarding the Performance of the Trust.

      1.   Pool Balance and Certificate Balances.

           (a)  The Pool Balance close of business on the last

                          day of the preceding Collection Period   $[_________]

           (b)  The Class [A] Certificate Balance as of the

      close of business on the last day of the
      preceding Collection Period, after giving
      effect to payments allocated to principal
                          set forth in Paragraph A.1(c) above $[_________]

           (c)  The Class [B] Certificate Balance as of the

      close of business of the last day of the
      preceding Collection Period, after giving
      effect to payments allocated to principal
                          set forth in paragraph A.2(c) above $[_________]

           (d)  The Class [A] Pool Factor and the

      Class [B] Pool Factor as of the close
      of business on the last day of the

      2.   Servicing Fee and Advances.

           (a)  The aggregate amount of the Servicing

      Fee paid to the Servicer with respect
                          to the preceding Collection Period  $[_________]

           (b)  The amount of such Servicing Fee per


           (c)  The amount of any unpaid Servicing Fee   $[_________]

           (d)  The change in the amount of any unpaid

      Servicing Fee from the previous

           (e)  Aggregate Advances on such


      3.   Payment Shortfalls.

           (a)  The amount of the Class [A] Interest Carryover

                                     D-3
<PAGE>

                          Shortfall after giving effect to the payments

                          set forth in paragraph A.1(b) above $[_________]

           (b)  The amount of the Class [A] Principal Carryover

                          Shortfall after giving effect to the payment

                          set forth in paragraph A.1(c) above $[_________]

           (c)  The amount of the Class [B] Interest Carryover

                          Shortfall after giving effect to the payments

                          set forth in paragraph A.2(b) above $[_________]

           (d)  The amount of the Class [B] Principal Carryover

                          Shortfall after giving effect to the payments

                          set forth in paragraph A.2(c) above $[_________]

           (e)  The amount otherwise distributable to

                          Class [B] Certificateholders that is distributed

      4.   Reserve Account.

           (a)  The Reserve Account balance after

      giving effect to distributions made on

           (b)  The change in the Reserve Account


                                     D-4
<PAGE>

                                                                     SABW Draft
                                                                       10/31/02


                                                                     SCHEDULE A

                            SCHEDULE OF RECEIVABLES



                                     D-5
<PAGE>


                                                                     SABW Draft
                                                                       10/31/02

                                                                     SCHEDULE B

                         LOCATION OF RECEIVABLE FILES


                                     D-6
<PAGE>


                                                                     SCHEDULE C

                         LIST OF RECEIVABLES SERVICERS



                                     D-7
<PAGE>