Exhibit 4.1















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                 FORM OF AMENDED AND RESTATED TRUST AGREEMENT

                                    between

                    BEAR STEARNS ASSET BACKED FUNDING INC.

                                 as Depositor

                                      and

                                [OWNER TRUSTEE]

                               as Owner Trustee



                                Dated as of [ ]

==============================================================================



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                               Table of Contents
                                                                          Page
                                                                          ----

                                   ARTICLE I

                             DEFINITIONS AND USAGE


                                  ARTICLE II

                           ORGANIZATION OF THE TRUST

SECTION 2.1.    Name.........................................................1
SECTION 2.2.    Offices......................................................1
SECTION 2.3.    Purposes and Powers..........................................1
SECTION 2.4.    Appointment of Owner Trustee.................................2
SECTION 2.5.    Capital Contribution of Owner Trust Estate...................2
SECTION 2.6.    Declaration of Trust.........................................2
SECTION 2.7.    Liability of the Depositor and the Certificateholders........3
SECTION 2.8.    Title to Trust Property......................................3
SECTION 2.9.    Situs of Trust...............................................3
SECTION 2.10.   Representations and Warranties of the Depositor..............3
SECTION 2.11.   Federal Income Tax Matters...................................4

                                  ARTICLE III

                 TRUST CERTIFICATES AND TRANSFER OF INTERESTS

SECTION 3.1.    Initial Beneficial Ownership.................................5
SECTION 3.2.    The Certificates.............................................5
SECTION 3.3.    Authentication of Certificates...............................6
SECTION 3.4.    Registration of Certificates; Transfer and Exchange of
                Certificates.................................................6
SECTION 3.5.    Mutilated, Destroyed, Lost or Stolen Certificates............8
SECTION 3.6.    Persons Deemed Owners of Certificates........................8
SECTION 3.7.    Access to List of Certificateholders' Names and Addresses....8
SECTION 3.8.    Maintenance of Office or Agency..............................9
SECTION 3.9.    Appointment of Certificate Paying Agent......................9
SECTION 3.10.   Certain Rights of Depositor.................................10
SECTION 3.11.   Book-Entry Certificates.....................................10
SECTION 3.12.   Notices to Clearing Agency..................................11
SECTION 3.13.   Definitive Certificates.....................................11
SECTION 3.14.   Authenticating Agents.......................................11


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                                 ARTICLE IV

                           ACTIONS BY OWNER TRUSTEE

SECTION 4.1.    Prior Notice to Certificateholders with Respect to
                Certain Matters............................................12
SECTION 4.2.    Action by Certificateholders with Respect to Certain
                Matters....................................................13
SECTION 4.3.    Action by Certificateholders with Respect to Bankruptcy....13
SECTION 4.4.    Restrictions on Certificateholders' Power..................13
SECTION 4.5.    Majority Control...........................................13

                                   ARTICLE V

                  APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

SECTION 5.1.    Establishment of Certificate Distribution Account..........13
SECTION 5.2.    Application of Trust Funds.................................14
SECTION 5.3.    Method of Payment..........................................15
SECTION 5.4.    No Segregation of Monies; No Interest......................15
SECTION 5.5.    Accounting and Reports to Noteholders, Certificateholders,
                Internal Revenue Service and Others........................15
SECTION 5.6.    Signature on Returns; Tax Matters Partner..................16

                                  ARTICLE VI

                     AUTHORITY AND DUTIES OF OWNER TRUSTEE

SECTION 6.1.    General Authority..........................................17
SECTION 6.2.    General Duties.............................................17
SECTION 6.3.    Action upon Instruction....................................17
SECTION 6.4.    No Duties Except as Specified in this Agreement or in
                Instructions...............................................18
SECTION 6.5.    No Action Except Under Specified Documents or Instructions.18
SECTION 6.6.    Restrictions...............................................19
SECTION 6.7.    Acceptance of Trusts and Duties............................19
SECTION 6.8.    Furnishing of Documents....................................20
SECTION 6.9.    Representations and Warranties.............................20
SECTION 6.10.   Reliance; Advice of Counsel................................21
SECTION 6.11.   Not Acting in Individual Capacity..........................21
SECTION 6.12.   Owner Trustee Not Liable for Certificates or Receivables...21
SECTION 6.13.   Owner Trustee May Own Certificates and Notes...............22

                                  ARTICLE VII

                  COMPENSATION AND INDEMNITY OF OWNER TRUSTEE

SECTION 7.1.    Owner Trustee's Fees and Expenses..........................22
SECTION 7.2.    Payments to Owner Trustee..................................22




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                                 ARTICLE VIII

                                  TERMINATION

SECTION 8.1.    Termination of the Trust...................................22
SECTION 8.2.    Prepayment of Certificates.................................23

                                  ARTICLE IX

            SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

SECTION 9.1.    Eligibility Requirements for Owner Trustee.................24
SECTION 9.2.    Resignation or Removal of Owner Trustee....................25
SECTION 9.3.    Successor Owner Trustee....................................25
SECTION 9.4.    Merger or Consolidation of Owner Trustee...................26
SECTION 9.5.    Appointment of Co-Trustee or Separate Trustee..............26
SECTION 9.6.    Compliance with Statutory Trust Statute....................28

                                   ARTICLE X

                                 MISCELLANEOUS

SECTION 10.1.   Supplements and Amendments.................................28
SECTION 10.2.   No Legal Title to Owner Trust Estate in Certificateholders.29
SECTION 10.3.   Limitation on Rights of Others.............................29
SECTION 10.4.   Notices....................................................29
SECTION 10.5.   Severability...............................................30
SECTION 10.6.   Separate Counterparts......................................30
SECTION 10.7.   Successors and Assigns.....................................30
SECTION 10.8.   No Petition................................................30
SECTION 10.9.   No Recourse................................................30
SECTION 10.10.  Headings...................................................30
SECTION 10.11.  GOVERNING LAW..............................................31


EXHIBIT A       FORM OF CLASS D CERTIFICATE...............................A-1
EXHIBIT B       FORM OF CLASS E CERTIFICATE...............................B-1
EXHIBIT C       FORM OF CERTIFICATE OF TRUST..............................C-1

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



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        AMENDED AND RESTATED TRUST AGREEMENT, dated as of [            ] (as
from time to time amended, supplemented or otherwise modified and in effect,
this "Agreement"), among BEAR STEARNS ASSET BACKED FUNDING INC., a Delaware
corporation, as Depositor, having its principal office at [          ]; and
[OWNER TRUSTEE], a [             ] (the "Bank"), not in its individual
capacity but solely as trustee under this Agreement (in such capacity, the
"Owner Trustee"), having its principal corporate trust office at [       ]
for the purpose of establishing the Whole Auto Loan Trust [200_-_].

        WHEREAS, the parties hereto intend to amend and restate that certain
Trust Agreement, dated as of [          ], between the Depositor and the
Owner Trustee, on the terms and conditions hereinafter set forth;

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

                                  ARTICLE I

                             DEFINITIONS AND USAGE

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

                                  ARTICLE II

                           ORGANIZATION OF THE TRUST

        SECTION 2.1. Name. The Trust continued hereby shall be known as "Whole
Auto Loan Trust [200_-_]", in which name the Owner Trustee may conduct the
business of the Trust, make and execute contracts and other instruments on
behalf of the Trust and sue and be sued on behalf of the Trust.

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

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

          (i)  to acquire, hold and manage the Trust Property;

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

         (iii) in exchange for the Notes and the Certificates, to acquire the
     Receivables and funds in the amount of the Reserve Initial Deposit, to
     pay the organizational, start-up




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     and transactional expenses of the Trust, and to pay the balance to the
     Depositor pursuant to the Servicing Agreement;

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

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

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

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

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

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

        SECTION 2.4. Appointment of Owner Trustee. Upon the execution of this
Agreement, the Owner Trustee shall continue as trustee of the Trust, to have
all the rights, powers and duties set forth herein.

        SECTION 2.5. Capital Contribution of Owner Trust Estate. As of [     ],
the Depositor sold, assigned and transferred to the Owner Trustee the sum of
$1. The Owner Trustee hereby acknowledges receipt in trust from the Depositor,
as of such date, the foregoing contribution, which shall constitute the
initial Owner Trust Estate and shall be deposited in the Certificate
Distribution Account. The Depositor shall pay the organizational expenses of
the Trust as they may arise or shall, upon the request of the Owner Trustee,
promptly reimburse the Owner Trustee for any such expenses paid by the Owner
Trustee. On the Closing Date, the Depositor shall convey to the Trust the
Trust Property [and the Reserve Initial Deposit] and the Owner Trustee shall
cause the delivery to or upon the order of the Depositor the Notes and the
Certificates.

        SECTION 2.6. Declaration of Trust. The Owner Trustee hereby declares
that it will hold the Owner Trust Estate in trust upon and subject to the
conditions set forth herein for the use and benefit of the Certificateholders,
subject to the obligations of the Trust under the Basic Documents. It is the
intention of the parties hereto that (i) the Trust constitute a statutory
trust under the Statutory Trust Statute and that this Agreement constitute the
governing instrument of such statutory trust and (ii) for income and franchise
tax purposes, the Trust shall be treated as a partnership, with the assets of
the partnership being the Receivables and other assets held by the Trust, the
partners of the partnership being the Certificateholders and the Depositor,
and the




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

        SECTION 2.7. Liability of the Depositor and the Certificateholders.
Neither the Depositor (except as otherwise provided herein) nor any
Certificateholder shall have any personal liability for any liability or
obligation of the Trust.

        SECTION 2.8. Title to Trust Property. Legal title to the entirety of
the Owner Trust Estate shall be vested at all times in the Trust as a separate
legal entity, except where applicable law in any jurisdiction requires title
to any part of the Owner Trust Estate to be vested in a trustee or trustees,
in which case title shall be deemed to be vested in the Owner Trustee, a
co-trustee and/or a separate trustee, as the case may be.

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

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

        (a) The Depositor is duly formed and validly existing as a corporation
in good standing under the laws of the State of Delaware, with 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.

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

        (c) The Depositor has duly executed and delivered this Agreement, and
this Agreement constitutes a legal, valid and binding obligation of the
Depositor, enforceable against the Depositor, in accordance with its terms,
except as enforceability may be limited by bankruptcy, insolvency,
reorganization and other similar laws affecting the enforcement of



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creditors' rights in general and by general equitable principles, regardless of
whether such enforceability is considered in a proceeding at law or in equity.

        (d) The consummation of the transactions contemplated by this
Agreement and the fulfillment of the terms hereof 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 or both) a default under, the
certificate of incorporation or by-laws of the Depositor, or any indenture,
agreement or other instrument to which the Depositor is a party or by which it
is bound, (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 (other than pursuant to the Basic Documents) 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.

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

        SECTION 2.11. Federal Income Tax Matters. The Certificateholders
acknowledge that it is their intent and that they understand it is the intent
of the Depositor that, for purposes of federal income, state and local income
and franchise tax and any other income taxes, the Trust will be treated as a
partnership and the Certificateholders will be treated as partners in that
partnership. The Depositor hereby agrees and the Certificateholders by
acceptance of a Certificate agree to such treatment and each agrees to take no
action inconsistent with such treatment. For purposes of federal income, State
and local income and franchise tax and any other income taxes each month:

          (a) gross ordinary income of the Trust for such month as determined
     for federal income tax purposes shall be allocated among the
     Certificateholders as of the Record Date occurring within such month, in
     proportion to their ownership of the Certificate Balance on such date, in
     an amount up to the sum of (i) the Accrued Class D Certificate Interest,
     (ii) the portion of the market discount on the Receivables accrued during
     such month that is allocable to the excess, if any, of the aggregate
     Initial Certificate Balance over the initial aggregate issue price of the
     Certificates, (iii) prepayment premium payable to the Certificateholders
     for such month and (iv) any other amounts of income payable to the
     Certificateholders for such month; and

          (b) thereafter all remaining net income of the Trust (subject to the
     modifications set forth below) for such month as determined for federal
     income tax



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     purposes (and each item of income, gain, credit, loss or deduction
     entering into the computation thereof) shall be allocated to
     the Class E Certificateholders, to the extent thereof.

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

                                 ARTICLE III

                 TRUST CERTIFICATES AND TRANSFER OF INTERESTS

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

        SECTION 3.2. The Certificates. (a) The Certificates shall be issued as
Book-Entry Certificates, substantially in the form set forth in Exhibit A, in
minimum denominations of [$1,000] and in integral multiples of [$1,000] in
excess thereof.

        (b) The Certificates shall be executed on behalf of the Trust by the
Owner Trustee by manual or facsimile signature of an authorized officer of the
Owner Trustee. Certificates bearing the manual or facsimile signatures of
individuals who were, at the time when such signatures shall have been
affixed, authorized to sign on behalf of the Owner Trustee, 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.

        (c) A transferee of a Certificate shall become a Certificateholder,
and shall be entitled to the rights and subject to the obligations of a
Certificateholder hereunder upon such transferee's acceptance of a Certificate
duly registered in such transferee's name pursuant to Section 3.4.

        (d) Plans and persons investing on behalf of or with "plan assets" of
Plans may not acquire the Certificates. An insurance company using the assets
of its general account may purchase the Certificates if:



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        o  such insurance company is able to represent that, as of the date it
           acquires an interest in the Certificates, less than 25% of the
           assets of such general account constitute "plan assets" for
           purposes of Title I of ERISA and Section 4975 of the Code; and

        o  such insurance company agrees that if at any time during any
           calendar quarter while it is holding an interest in the
           Certificates, 25% or more of the assets of such general account
           constitute "plan assets" for purposes of Title I of ERISA and
           Section 4975 of the Code, and, at that time, if no exemption or
           exception applies to the continued holding of the Certificates
           under ERISA, by the end of the next quarter such insurance company
           will dispose of the Certificates then held in its general account
           by the end of the next calendar quarter.

        SECTION 3.3. Authentication of Certificates. Concurrently with the
initial sale of the Receivables to the Trust pursuant to the Servicing
Agreement, the Owner Trustee shall cause the Class D Certificates, in an
aggregate principal amount equal to the Initial Certificate Balance, and the
Class E Certificates in an aggregate Percentage Interest equal to 100%, to be
executed on behalf of the Trust, authenticated and delivered to or upon the
written order of the Depositor, without further action by the Depositor, in
authorized denominations. No Certificate shall entitle its Certificateholder
to any benefit under this Agreement, or shall be valid for any purpose, unless
there shall appear on such Certificate a certificate of authentication
substantially in the form set forth in Exhibit A or Exhibit B, as applicable,
executed by the Owner Trustee by manual signature; such authentication shall
constitute conclusive evidence that such Certificate shall have been duly
authenticated and delivered hereunder. All Certificates shall be dated the
date of their authentication.

        SECTION 3.4. Registration of Certificates; Transfer and Exchange of
Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at
the office or agency maintained pursuant to Section 3.8, a Certificate
Register in which, subject to such reasonable regulations as it may prescribe,
the Trust shall provide for the registration of Certificates and of transfers
and exchanges of Certificates as herein provided. The Owner Trustee shall be
the initial Certificate Registrar. No transfer of a Certificate shall be
recognized except upon registration of such transfer in the Certificate
Register.

        (b) With respect to each transfer of a Certificate, the prospective
transferee Certificate Owner shall be deemed to represent the following:

           (i) It is either:

           (A) not, and each account (if any) for which it is purchasing
           the Certificates is not (1) an employee benefit plan, as
           defined in Section 3(3) of ERISA, that is subject to Title I of
           ERISA, (2) a plan described in Section 4975(e)(1) of the Code
           that is subject to Section 4975 of the Code, (3) a governmental
           plan, as defined in Section 3(32) of ERISA, subject to any
           federal, State or local law which is, to a material extent,
           similar to the provisions of Section 406 of ERISA or Section
           4975 of the Code, (4) an entity whose underlying assets include
           plan assets by reason of a plan's investment in the entity
           (within the meaning of Department of Labor Regulation 29 C.F.R.
           Section 2510.3-101 or otherwise under ERISA) or (5)




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           a person investing "plan assets" of any such plan (including without
           limitation, for purposes of this clause (5), an insurance
           company general account, but excluding any entity registered
           under the Investment Company Act of 1940, as amended); or

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

          (ii) It is, and each account (if any) for which it is purchasing
     Certificates is, a Person who is (A) a citizen or resident of the United
     States, (B) a corporation or partnership organized in or under the laws
     of the United States, any state thereof or the District of Columbia, (C)
     an estate the income of which is includible gross income for United
     States tax purposes, regardless of its source, (D) a trust with respect
     to which a U.S. court is able to exercise primary supervision over the
     administration of such trust and one or more Persons meeting the
     conditions of clause (A), (B), (C) or (E) of this paragraph (ii) has the
     authority to control all substantial decisions of the trust or (E) a
     Person not described in clauses (A) through (D) above whose ownership of
     Certificates is effectively connected with such Person's conduct of a
     trade or business within the United States (within the meaning of the
     Code) and who provides the Owner Trustee and the Depositor with an IRS
     Form W-8 ECI (and such other certifications, representations, or opinions
     of counsel as may be requested by the Owner Trustee or the Depositor).

         (iii) It understands that any purported transfer of any Certificate
     (or any interest therein) to any Person who does not meet the conditions
     of paragraphs (i) and (ii) above shall be, to the fullest extent
     permitted by law, void ab initio, and the purported transferee in such a
     transfer shall not be recognized by the Trust or any other Person as a
     Certificateholder for any purpose.

        (c) Upon surrender for registration of transfer of any Certificate at
the office or agency maintained pursuant to Section 3.8 and upon compliance
with any provisions of this Agreement relating to such transfer, the Owner
Trustee shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized
denominations and aggregate amount dated the date of authentication by the
Owner Trustee or



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any authenticating agent. At the option of a Certificateholder, Certificates
may be exchanged for other Certificates of authorized denominations and
aggregate amount upon surrender of the Certificates to be exchanged at the
office or agency maintained pursuant to Section 3.8.

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

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

        The preceding provisions of this Section 3.4 notwithstanding, the
Owner Trustee shall not make and the Certificate Registrar need not register
any transfer or exchange of Certificates for a period of fifteen (15) days
preceding any Payment Date for any payment with respect to the Certificates.

        SECTION 3.5. Mutilated, Destroyed, Lost or Stolen Certificates. If (a)
any mutilated Certificate shall be surrendered to the Certificate Registrar,
or if the Certificate Registrar shall receive evidence to its satisfaction of
the destruction, loss or theft of any Certificate and (b) there shall be
delivered to the Certificate Registrar and the Owner Trustee such security or
indemnity as may be required by them to save each of them harmless, then, in
the absence of notice that such Certificate has been acquired by a protected
purchaser, the Owner Trustee on behalf of the Trust shall execute and the
Owner Trustee shall authenticate and deliver, in exchange for, or in lieu of,
any such mutilated, destroyed, lost or stolen Certificate, a new Certificate,
of like tenor and denomination. In connection with the issuance of any new
Certificate under this Section 3.5, the Owner Trustee or the Certificate
Registrar may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection therewith. Any
duplicate Certificate issued pursuant to this Section 3.5 shall constitute
conclusive evidence of ownership in the Trust, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.

        SECTION 3.6. Persons Deemed Owners of Certificates. Prior to due
presentation of a Certificate for registration of transfer, the Owner Trustee,
the Certificate Registrar or any Certificate Paying Agent may treat the Person
in whose name any Certificate is registered in the Certificate Register as the
owner of such Certificate for the purpose of receiving interest or
distributions pursuant to this Agreement and for all other purposes
whatsoever, and none of the Owner Trustee, the Certificate Registrar or any
Certificate Paying Agent shall be bound by any notice to the contrary.

        SECTION 3.7. Access to List of Certificateholders' Names and
Addresses. The Owner Trustee shall furnish or cause to be furnished to the
Servicer, the Certificate Paying Agent



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

        SECTION 3.8. Maintenance of Office or Agency. The Owner Trustee shall
maintain in the State of Delaware, an office or offices or agency or agencies
where Certificates may be surrendered for registration of transfer or exchange
and where notices and demands to or upon the Owner Trustee in respect of the
Certificates and the Basic Documents may be served. The Owner Trustee
initially designates its Corporate Trust Office as its principal corporate
trust office for such purposes. The Owner Trustee shall give prompt written
notice to the Depositor and to the Certificateholders of any change in the
location of the Certificate Register or any such office or agency.

        SECTION 3.9. Appointment of Certificate Paying Agent. The Certificate
Paying Agent shall make distributions to Certificateholders from the
Certificate Distribution Account pursuant to Section 5.2 and shall report the
amounts of such distributions to the Owner Trustee. Any Certificate Paying
Agent shall have the revocable power to withdraw funds from the Certificate
Distribution Account for the purpose of making the distributions referred to
above. The Owner Trustee may revoke such power and remove the Certificate
Paying Agent if the Owner Trustee determines in its sole discretion that the
Certificate Paying Agent shall have failed to perform its obligations under
this Agreement in any material respect. The Certificate Paying Agent shall
initially be the Owner Trustee. The Certificate Paying Agent shall be
permitted to resign as Certificate Paying Agent upon thirty (30) days' written
notice to the Owner Trustee. In the event that the Owner Trustee shall no
longer be the Certificate Paying Agent, the Owner Trustee shall appoint a
successor to act as Certificate Paying Agent (which shall be a bank or trust
company). The Owner Trustee shall cause such successor Certificate Paying
Agent to execute and deliver to the Owner Trustee an instrument in which such
successor Certificate Paying Agent shall agree with the Owner Trustee that as
Certificate Paying Agent, such successor Certificate Paying Agent will hold
all sums, if any, held by it for payment to the Certificateholders in trust
for the benefit of the Certificateholders entitled thereto until such sums
shall be paid to such Certificateholders. The Certificate Paying Agent shall
return all unclaimed funds to the Owner Trustee and upon removal of a
Certificate Paying Agent such Certificate Paying Agent shall also return all
funds in its possession to the Owner Trustee. The provisions of Sections 6.7,
6.9, 6.10, 7.1 and 7.2 shall apply to the Certificate Paying Agent. The Owner



                                      9
<PAGE>

Trustee may appoint a co-paying agent. Any reference in this Agreement to the
Certificate Paying Agent shall include any co-paying agent appointed by the
Owner Trustee unless the context requires otherwise.

        SECTION 3.10. Certain Rights of Depositor. The Depositor shall be
entitled to any amounts not needed on any Payment Date to make payments on the
Notes or the Certificates or to make deposits to the Reserve Account pursuant
to Section 4.6 of the Servicing Agreement, [and to receive amounts remaining
in the Reserve Account following the payment in full of the aggregate
principal amount of the Notes and the Certificate Balance and of all other
amounts owing or to be distributed hereunder or under the Indenture or the
Servicing Agreement to Noteholders and Certificateholders and the termination
of the Trust. The Depositor may not Transfer any such rights unless (i) the
Owner Trustee and the Indenture Trustee shall have received an Opinion of
Counsel that such Transfer shall not cause the Trust to be classified as an
association (or publicly traded partnership) taxable as a corporation, (ii)
the transferee agrees in writing to take positions for federal income tax
purposes consistent with the federal income tax positions previously taken by
the Depositor and (iii) the Rating Agency Condition is satisfied.]

        SECTION 3.11. Book-Entry Certificates. The Certificates, upon original
issuance, shall be issued in the form of typewritten Certificate or
Certificates representing the Book-Entry Certificates, to be delivered to The
Depository Trust Company, the initial Clearing Agency, by, or on behalf of,
the Trust. The Book-Entry Certificate or Certificates shall be registered
initially on the Certificate Register in the name of Cede & Co., the nominee
of the initial Clearing Agency, and no Certificate Owner thereof shall receive
a Definitive Certificate (as defined below) representing such Certificate
Owner's beneficial interest in such Certificate, except as provided in Section
3.13. Unless and until definitive, fully registered Certificates (the
"Definitive Certificates") have been issued to Certificate Owners pursuant to
Section 3.13:

          (i) the provisions of this Section 3.11 shall be in full force and
     effect;

         (ii) the Certificate Registrar and the Owner Trustee shall be
     entitled to deal with the Clearing Agency for all purposes of this
     Agreement (including the payment of interest and distributions on the
     Book-Entry Certificates and the giving of instructions or directions
     hereunder) as the sole Certificateholder, and shall have no obligation to
     the Certificate Owners;

        (iii) to the extent that the provisions of this Section 3.11
     conflict with any other provisions of this Agreement, the provisions of
     this Section 3.11 shall control;

         (iv) the rights of 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 Securities
     Depository Agreement. Unless and until Definitive Certificates are issued
     to Certificate Owners pursuant to Section 3.13, the initial Clearing
     Agency shall make book-entry transfers among the Clearing Agency
     Participants and receive and transmit payments of principal of and
     interest on the Book-Entry Certificates to such Clearing Agency
     Participants; and



                                      10
<PAGE>

          (v) whenever this Agreement requires or permits actions to be taken
     based upon instructions or directions of holders of Class D Certificates
     evidencing a specified percentage of the Certificate Balance or holders
     of Class E Certificate evidencing a specified Percentage Interest, the
     Clearing Agency shall be deemed to represent such percentage or
     Percentage Interest, as applicable, 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 the Certificate Balance
     or Percentage Interest, as applicable, and has delivered such
     instructions to the Owner Trustee.

        SECTION 3.12. Notices to Clearing Agency. Whenever a notice or other
communication to the holders of Certificates is required under this Agreement,
unless and until Definitive Certificates shall have been issued to the
Certificate Owners pursuant to Section 3.13, the Owner Trustee shall give all
such notices and communications specified herein to be given to holders of
Certificates to the Clearing Agency, and shall have no obligation to such
Certificate Owners.

        SECTION 3.13. Definitive Certificates. With respect to any Book-Entry
Certificates, if (i) the Administrator advises the Owner Trustee in writing
that the Clearing Agency is no longer willing or able to properly discharge
its responsibilities with respect to such Book-Entry Certificates and the
Administrator is unable to locate a qualified successor, (ii) the
Administrator, at its option, advises the Owner 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 or an Event of Servicing
Termination, Certificate Owners with respect to Book-Entry Certificates
evidencing beneficial interests aggregating not less than a majority of the
Certificate Balance advise the Owner 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 Owner Trustee of
the occurrence of such event and of the availability of Definitive
Certificates to the Certificate Owners. Upon surrender to the Owner Trustee of
the typewritten Certificate or Certificates representing the Book-Entry
Certificates by the Clearing Agency, accompanied by registration instructions,
the Owner Trustee shall execute, authenticate and deliver the Definitive
Certificates in accordance with the written instructions of the Clearing
Agency. None of the Trust, the Certificate Registrar or the Owner 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 to Certificate Owners, the Owner
Trustee shall recognize the holders of such Definitive Certificates as
Certificateholders.

        SECTION 3.14. Authenticating Agents. (a) The Owner Trustee may appoint
one or more Persons (each, an "Authenticating Agent") with power to act on its
behalf and subject to its direction in the authentication of Certificates in
connection with issuance, transfers and exchanges under Sections 3.3, 3.4 and
3.5, as fully to all intents and purposes as though each such Authenticating
Agent had been expressly authorized by those Sections to authenticate such
Certificates. For all purposes of this Agreement, the authentication of
Certificates by an Authenticating Agent pursuant to this Section 3.14 shall be
deemed to be the authentication of Certificates "by the Owner Trustee."




                                      11
<PAGE>

        (b) Any corporation into which any Authenticating Agent may be merged
or converted or with which it may be consolidated, or any corporation
resulting from any merger, consolidation or conversion to which any
Authenticating Agent shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of any Authenticating Agent,
shall be the successor of such Authenticating Agent hereunder, without the
execution or filing of any further act on the part of the parties hereto or
such Authenticating Agent or such successor corporation.

        (c) Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Owner Trustee and the Depositor. The Owner
Trustee may at any time terminate the agency of any Authenticating Agent by
giving written notice of termination to such Authenticating Agent, the
Servicer and the Depositor. Upon receiving such notice of resignation or upon
such a termination, the Owner Trustee may appoint a successor Authenticating
Agent and shall give written notice of any such appointment to the Depositor
and the Servicer.

        (d) The Servicer, pursuant to the Servicing Agreement, agrees to pay
to each Authenticating Agent from time to time reasonable compensation for its
services. The provisions of Section 6.4 shall be applicable to any
Authenticating Agent.

                                  ARTICLE IV

                           ACTIONS BY OWNER TRUSTEE

        SECTION 4.1. Prior Notice to Certificateholders with Respect to
Certain Matters. It is the intention of the Depositor and the
Certificateholders that the powers and duties of the Owner Trustee are
ministerial only and that any non-ministerial action (including the taking of
any legal action) may only be taken by the Owner Trustee in accordance with
this Section 4.1. With respect to the following matters, the Owner Trustee
shall not take action unless (I) at least thirty (30) days before the taking
of such action, the Owner Trustee shall have notified the Certificateholders
of record as of the preceding Record Date and the Rating Agencies in writing
of the proposed action and (II) Class D Certificateholders holding not less
than a majority of the Certificate Balance and holders of Class E Certificates
evidencing at least an aggregate 51% Percentage Interest shall not have
notified the Owner Trustee in writing prior to the 30th day after such notice
is given that such Certificateholders have withheld consent or provided
alternative direction:

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

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

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



                                      12
<PAGE>

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

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

        SECTION 4.2. Action by Certificateholders with Respect to Certain
Matters. The Owner Trustee may not, except upon the occurrence of an Event of
Servicing Termination subsequent to the payment in full of the Notes and in
accordance with the written direction of Class D Certificateholders holding
not less than a majority of the Certificate Balance and holders of Class E
Certificates evidencing at least a 51% aggregate Percentage Interest, (a)
remove [a] [the] Servicer under the related Servicing Agreement pursuant to
Article VII thereof, (b) appoint a successor Servicer pursuant to Article VII
of the Servicing Agreement, (c) remove the Administrator under the
Administration Agreement pursuant to Section 9 thereof or (d) appoint a
successor Administrator pursuant to Section 9 of the Administration Agreement.

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

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

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

                                  ARTICLE V

                  APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

        SECTION 5.1. Establishment of Certificate Distribution Account.
Pursuant to Section 4.1(c) of the Servicing Agreement, there has been
established and there shall be maintained an Eligible Deposit Account, in the
name of the Trust, initially at the corporate trust department of the Bank,
which shall be designated as the "Certificate Distribution Account." Except as
expressly provided in Section 3.9, the Certificate Distribution Account shall
be under



                                      13
<PAGE>

the sole dominion and control of the Owner Trustee. All monies deposited from
time to time in the Certificate Distribution Account pursuant to the
related Servicing Agreement shall be applied as provided in the Basic
Documents. In the event that the Certificate Distribution Account is no longer
to be maintained at the corporate trust department of [ ], the [Depositor]
shall, with the Owner Trustee's assistance as necessary, cause an Eligible
Account to be established as the Certificate Distribution Account within ten
(10) Business Days (or such longer period not to exceed thirty (30) days as to
which each Rating Agency may consent). The Certificate Distribution Account
will be established and maintained pursuant to an account agreement which
specifies New York law as the governing law.

        SECTION 5.2. Application of Trust Funds. (a) On each Payment Date, the
Owner Trustee shall, based on the information contained in the Servicer's
Certificate delivered on the relevant Determination Date pursuant to Section
[3.8] of the Servicing Agreement withdraw the amounts deposited into the
Certificate Distribution Account for distribution to the Class D
Certificateholders pursuant to Sections [4.6(c) (if applicable) and 4.6(d)] of
the Servicing Agreement or, if applicable, Section 5.4(b) of the Indenture on
or prior to such Payment Date and make or cause to be made distributions and
payments in the following order of priority:

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

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

           On each Payment Date, the Owner Trustee shall, based on the
information contained in the Servicer's Certificate delivered on the related
Determination Date pursuant to Section [ ] of the Servicing Agreement,
withdraw the amounts deposited into the Certificate Distribution Account for
distribution to the Class E Certificateholders pursuant to Section [ ] of the
Servicing Agreement or, if applicable, Section 5.04(b) of the Indenture and
distribute such amount to the Class E Certificateholders.

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

        (c) In the event that any withholding tax is imposed on the Trust's
payment (or allocations of income) to a Certificateholder, such tax shall
reduce the amount otherwise distributable to such Certificateholder in
accordance with this Section 5.2. The Owner Trustee and each Certificate
Paying Agent is hereby authorized and directed to retain from amounts
otherwise distributable to the Certificateholders sufficient funds for the
payment of any such



                                      14
<PAGE>

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

        SECTION 5.3. Method of Payment. Subject to Section 8.1(c),
distributions required to be made to Certificateholders on any Payment Date
shall be made to each Certificateholder of record on the preceding Record Date
either by wire transfer, in immediately available funds, to the account of
such Certificateholder at a bank or other entity having appropriate facilities
therefor, if (i) such Certificateholder shall have provided to the Certificate
Registrar appropriate written instructions at least five (5) Business Days
prior to such Payment Date and, in the case of Class D Certificates, such
Certificateholder's Class D Certificates in the aggregate evidence a
denomination of not less than [$1,000,000], or (ii) such Certificateholder is
the Depositor or, if not, by check mailed to such Certificateholder at the
address of such Certificateholder appearing in the Certificate Register.
Notwithstanding the foregoing, the final distribution in respect of any
Certificate (whether on the applicable Final Scheduled Payment Date or
otherwise) will be payable only upon presentation and surrender of such
Certificate at the office or agency maintained for that purpose by the Owner
Trustee pursuant to Section 3.8.

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

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



                                      15
<PAGE>

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

        SECTION 5.6. Signature on Returns; Tax Matters Partner. (a) The Owner
Trustee shall prepare (or cause to be prepared) and shall sign, on behalf of
the Trust, the tax returns of the Trust, if any, unless applicable law
requires a Certificateholder to sign such documents.

        (b) [ ] shall be designated the "tax matters partner" of the Trust
pursuant to Section 6231(a)(7)(A) of the Code.





                                      16
<PAGE>

                                  ARTICLE VI

                     AUTHORITY AND DUTIES OF OWNER TRUSTEE

        SECTION 6.1. General Authority. The Owner Trustee is authorized and
directed to execute and deliver on behalf of the Trust the Basic Documents to
which the Trust is to be a party and each certificate or other document
attached as an exhibit to or contemplated by the Basic Documents to which the
Trust is to be a party and any amendment or other agreement, in each case, in
such form as the Depositor shall approve, as evidenced conclusively by the
Owner Trustee's execution thereof and the Depositor's execution of this
Agreement, and to direct the Indenture Trustee to authenticate and deliver
[(i) Class A-1 Notes in the aggregate principal amount of $[    ], (ii)
Class A-2 Notes in the aggregate principal amount of $[     ], (iii) Class
B Notes in the aggregate principal amount of $[     ], and (iv) Class C
Notes in the aggregate principal amount of $[     ]. In addition to the
foregoing, the Owner Trustee is authorized to take all actions required of the
Trust pursuant to the Basic Documents. The Owner Trustee is further authorized
from time to time to take such action on behalf of the Trust as is permitted
by the Basic Documents and which the Servicer or the Administrator directs
with respect to the Basic Documents, except to the extent that this Agreement
expressly requires the consent of Certificateholders for such action.

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

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

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

        (c) Whenever the Owner Trustee is unable to decide between alternative
courses of action permitted or required by the terms of this Agreement or any
other Basic Document, the



                                      17
<PAGE>

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

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

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

        SECTION 6.5. No Action Except Under Specified Documents or
Instructions. The Owner Trustee shall not manage, control, use, sell, dispose
of or otherwise deal with any part of the Owner Trust Estate except (i) in
accordance with the powers granted to and the authority



                                      18
<PAGE>

conferred upon the Owner Trustee pursuant to this Agreement, (ii) in accordance
with the other Basic Documents to which the Trust or the Owner Trust is a
party and (iii) in accordance with any document or instruction delivered to the
Owner Trustee pursuant to Section 6.3. Neither the Depositor nor the
Certificateholders shall direct the Trustee to take any action that would
violate the provisions of this Section 6.5.

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

        SECTION 6.7. Acceptance of Trusts and Duties. The Owner Trustee
accepts the trusts hereby created and agrees to perform its duties hereunder
with respect to such trusts but only upon the terms of this Agreement. The
Owner Trustee also agrees to disburse all monies actually received by it
constituting part of the Owner Trust Estate upon the terms of this Agreement
and the other Basic Documents to which the Owner Trustee is a party. The Owner
Trustee shall not be answerable or accountable hereunder or under any other
Basic Document under any circumstances, except (i) for its own willful
misconduct, bad faith or negligence or (ii) in the case of the inaccuracy of
any representation or warranty contained in Section 6.9 expressly made by the
Owner Trustee. In particular, but not by way of limitation (and subject to the
exceptions set forth in the preceding sentence):

          (a) the Owner Trustee shall not be liable for any error of judgment
     made by a responsible officer of the Owner Trustee;

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

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

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

          (e) the Owner Trustee shall not be responsible for or in respect of
     the validity or sufficiency of this Agreement or for the due execution
     hereof by the Depositor or for



                                      19
<PAGE>

     the form, character, genuineness, sufficiency, value or validity of any
     of the Owner Trust Estate, or for or in respect of the validity or
     sufficiency of the other Basic Documents, other than the certificate of
     authentication on the Certificates, and the Owner Trustee shall in no
     event assume or incur any liability, duty, or obligation to any Noteholder
     or to any Certificateholder, other than as expressly provided for herein
     and in the other Basic Documents;

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

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

        SECTION 6.8. Furnishing of Documents. The Owner Trustee shall furnish
to the Certificateholders, promptly upon receipt of a written request
therefor, duplicates or copies of all reports, notices, requests, demands,
certificates, financial statements and any other instruments furnished to the
Owner Trustee under the Basic Documents.

        SECTION 6.9. Representations and Warranties. (a) The Owner Trustee
hereby represents and warrants to the Depositor, for the benefit of the
Certificateholders, that:

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

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

         (iii) Neither the execution nor the delivery by it of this
     Agreement, nor the consummation by it of the transactions contemplated
     hereby nor compliance by it with any of the terms or provisions hereof
     will contravene any federal or Delaware State law, governmental rule or
     regulation governing the banking or trust powers of the Owner



                                      20
<PAGE>

     Trustee or any judgment or order binding on it, or constitute any default
     under its charter documents or by-laws or any indenture, mortgage,
     contract, agreement or instrument to which it is a party or by which any
     of its properties may be bound.

        SECTION 6.10. Reliance; Advice of Counsel. (a) The Owner Trustee may
rely upon, shall be protected in relying upon, and shall incur no liability to
anyone in acting upon, any signature, instrument, notice, resolution, request,
consent, order, certificate, report, opinion, bond, or other document or paper
believed by it to be genuine and believed by it to be signed by the proper
party or parties. The Owner Trustee may accept a certified copy of a
resolution of the board of directors or other governing body of any party as
conclusive evidence that such resolution has been duly adopted by such body
and that the same is in full force and effect. As to any fact or matter the
method of determination of which is not specifically prescribed herein, the
Owner Trustee may for all purposes hereof rely on a certificate, signed by the
president or any vice president or by the treasurer or other authorized
officers of the relevant party, as to such fact or matter and such certificate
shall constitute full protection to the Owner Trustee for any action taken or
omitted to be taken by it in good faith in reliance thereon.

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

        SECTION 6.11. Not Acting in Individual Capacity. Except as provided in
this Article VI, in accepting the trusts hereby created, [Owner Trustee] acts
solely as Owner Trustee hereunder and not in its individual capacity, and all
Persons having any claim against the Owner Trustee by reason of the
transactions contemplated by this Agreement or any other Basic Document shall
look only to the Owner Trust Estate for payment or satisfaction thereof.

        SECTION 6.12. Owner Trustee Not Liable for Certificates or
Receivables. The recitals contained herein and in the Certificates (other than
the signature and countersignature of the Owner Trustee on the Certificates)
shall be taken as the statements of the Depositor, and the Owner Trustee
assumes no responsibility for the correctness thereof. The Owner Trustee makes
no representations as to the validity or sufficiency of this Agreement, of any
other Basic Document or of the Certificates (other than the signature and
countersignature of the Owner Trustee on the Certificates) or the Notes, or of
any Receivable or related documents. The Owner Trustee shall at no time have
any responsibility or liability for or with respect to the legality, validity
and enforceability of any Receivable, or the perfection and priority of any
security interest created by any Receivable in any Financed Vehicle or the
maintenance of any such perfection and priority, or for or with respect to the
sufficiency of the Owner Trust Estate or its ability to generate the payments
to be distributed to Certificateholders under this Agreement or the
Noteholders under the Indenture, including, without limitation: the existence,
condition and




                                      21
<PAGE>

ownership of any Financed Vehicle; the existence and enforceability of any
insurance thereon; the existence and contents of any Receivable on any
computer or other record thereof; the validity of the assignment of any
Receivable to the Trust or any intervening assignment; the completeness of any
Receivable; the performance or enforcement of any Receivable; the compliance
by the Depositor or the Servicer with any warranty or representation made under
any Basic Document or in any related document, or the accuracy of any such
warranty or representation, or any action of the Indenture Trustee, the
Administrator or the Servicer or any subservicer taken in the name of the Owner
Trustee.

        SECTION 6.13. Owner Trustee May Own Certificates and Notes. [Owner
Trustee], in its individual or any other capacity, may become the owner or
pledgee of Certificates or Notes and may deal with the Depositor, the
Servicer, the Administrator and the Indenture Trustee in banking transactions
with the same rights as they would have if it was not the Owner Trustee.

                                 ARTICLE VII

                  COMPENSATION AND INDEMNITY OF OWNER TRUSTEE

        SECTION 7.1. Owner Trustee's Fees and Expenses. [The] [Each] [Master]
Servicer, pursuant to the Servicing Agreement, shall pay to the Owner Trustee
as compensation for its services hereunder [such [Master] Servicer's pro rata
share] or such fees as have been separately agreed upon prior to the date
hereof between the [Master] Servicer and the Owner Trustee, and the
Administrator shall reimburse the Owner Trustee for its other reasonable
expenses hereunder, including the reasonable compensation, expenses and
disbursements of such agents, representatives, experts and counsel as the
Owner Trustee may employ in connection with the exercise and performance of
its rights and its duties hereunder.

        SECTION 7.2. Payments to Owner Trustee. Any amounts paid to the Owner
Trustee pursuant to this Article VII shall be deemed not to be a part of the
Owner Trust Estate immediately after such payment.

                                 ARTICLE VIII

                                  TERMINATION

        SECTION 8.1. Termination of the Trust. (a) The Trust shall dissolve
and wind up, (i) upon the maturity or other liquidation of the last remaining
Receivable and the disposition of any amounts received upon such maturity or
liquidation, (ii) upon the payment to the Noteholders and the
Certificateholders of all amounts required to be paid to them pursuant to the
terms of the Indenture, the Servicing Agreement, Article V and Section 8.2, or
(iii) upon the entry of an order for the dissolution of the Trust from a court
of competent jurisdiction. Any Insolvency Event, liquidation, dissolution,
death or incapacity with respect to any Certificateholder or Certificate Owner
shall not (x) operate to terminate this Agreement or dissolve and/or terminate
the Trust, nor (y) entitle such Certificateholder's legal representatives or
heirs to claim an accounting or to take any action or proceeding in any court
for a partition or winding up of all or any part of the Trust or Owner Trust
Estate nor (z) otherwise affect the rights, obligations and liabilities of the



                                      22
<PAGE>


parties hereto. Upon dissolution of the Trust, the Owner Trustee shall wind up
the business and affairs of the Trust as required by Section 3808 of the
Statutory Trust Statute.

        (b) Except as provided in Section 8.1(a), neither the Depositor nor
any Certificateholder shall be entitled to revoke or terminate the Trust.

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

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

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

        SECTION 8.2. Prepayment of Certificates. (a) The Certificates shall be
prepaid in whole, but not in part, at the direction of [the] [a] [Master]
Servicer pursuant to Section [8.1] of



                                      23
<PAGE>

the Servicing Agreement, on any Payment Date on which [the] [such]
[Master] Servicer exercises its option to purchase the assets of the Trust
pursuant to said Section 8.1, and the amount paid by [the] [Master] [such]
Servicer shall be treated as collections of Receivables and applied to pay the
unpaid principal amount of the Notes and the Certificate Balance plus accrued
and unpaid interest (including any overdue interest, to the extent lawful)
thereon. Any remainder shall be paid to [the holders of the Class E
Certificates]. The [Master] Servicer shall furnish the Rating Agencies and the
Owner Trustee notice of such prepayment. If the Certificates are to be prepaid
pursuant to this Section 8.2(a), the [Master] Servicer shall furnish notice of
such election to the Owner Trustee not later than forty (40) days prior to the
Prepayment Date and the Trust shall deposit by 10:00 A.M. (New York City time)
on the Prepayment Date in the Certificate Distribution Account the Prepayment
Price of the Certificates to be redeemed, whereupon all such Certificates
shall be due and payable on the Prepayment Date.

        (b) Notice of prepayment under Section 8.2(a) shall be given by the
Owner Trustee by first-class mail, postage prepaid, or by facsimile mailed or
transmitted immediately following receipt of notice from the Trust or [Master]
Servicer pursuant to Section 8.2(a), but not later than thirty (30) days prior
to the applicable Prepayment Date, to each Certificateholder as of the close
of business on the Record Date preceding the applicable Prepayment Date, at
such Certificateholder's address or facsimile number appearing in the
Certificate Register.

        All notices of prepayment shall state:

        (i)   the Prepayment Date;

        (ii)  the Prepayment Price; and

        (iii) the place where such Certificates are to be surrendered for
payment of the Prepayment Price (which shall be the office or agency of the
Owner Trustee to be maintained as provided in Section 3.8).

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

        (c) Following notice of prepayment as required by Section 8.2(b), the
Certificates shall on the Prepayment Date be paid by the Trust at the
Prepayment Price and (unless the Trust shall default in the payment of the
Prepayment Price) no interest shall accrue on the Prepayment Price for any
period after the date to which accrued interest is calculated for purposes of
calculating the Prepayment Price.

                                  ARTICLE IX

            SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

        SECTION 9.1. Eligibility Requirements for Owner Trustee. (a) The Owner
Trustee shall at all times (i) be authorized to exercise corporate trust
powers; (ii) have a combined capital and surplus of at least $50,000,000 and
shall be subject to supervision or examination by federal



                                      24
<PAGE>

or state authorities; and (iii) shall have (or shall have a parent
that has) a long-term debt rating of investment grade by each of the Rating
Agencies or be otherwise acceptable to the Rating Agencies. If such
corporation shall publish reports of condition at least annually, pursuant to
law or to the requirements of the aforesaid supervising or examining
authority, then for the purpose of this Section 9.1, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Owner Trustee shall cease to be eligible in accordance
with the provisions of this Section 9.1, the Owner Trustee shall resign
immediately in the manner and with the effect specified in Section 9.2.

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

        SECTION 9.2. Resignation or Removal of Owner Trustee. (a) The Owner
Trustee may at any time resign and be discharged from the trusts hereby
created by giving written notice thereof to the Administrator. Upon receiving
such notice of resignation, the Administrator shall promptly appoint a
successor Owner Trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning Owner Trustee and one copy to
the applicable successor Owner Trustee. If no successor Owner Trustee shall
have been so appointed and have accepted appointment within thirty (30) days
after the giving of such notice of resignation, the resigning Owner Trustee
may petition any court of competent jurisdiction for the appointment of a
successor Owner Trustee; provided, however, that such right to appoint or to
petition for the appointment of any such successor shall in no event relieve
the resigning Owner Trustee from any obligations otherwise imposed on it under
the Basic Documents until such successor has in fact assumed such appointment.

        (b) If at any time the Owner Trustee shall cease to be eligible in
accordance with the provisions of Section 9.1 or resigns pursuant to Section
9.2 of this Agreement and the ineligible or non-resigning Owner Trustee shall
fail to resign after written request therefor by the Administrator, or if at
any time the Owner Trustee shall be legally unable to act, or if at any time
an Insolvency Event with respect to the Owner Trustee shall have occurred and
be continuing, then the Administrator may remove the Owner Trustee. If the
Administrator shall remove the Owner Trustee under the authority of the
immediately preceding sentence, the Administrator shall promptly appoint a
successor Owner Trustee, by written instrument, in duplicate, one copy of
which instrument shall be delivered to the outgoing Owner Trustee so removed
and one copy to the successor Owner Trustee, and shall pay all fees owed to
the outgoing Owner Trustee.

        (c) Any resignation or removal of an Owner Trustee and appointment of
a successor Owner Trustee pursuant to any of the provisions of this Section
9.2 shall not become effective until acceptance of appointment by the
successor Owner Trustee pursuant to Section 9.3, payment of all fees and
expenses owed to the outgoing Owner Trustee and the filing of a certificate of
amendment to the Certificate of Trust if required by the Statutory Trust
Statute. The Administrator shall provide notice of such resignation or removal
of the Owner Trustee to the Certificateholders, the Indenture Trustee, the
Noteholders and each of the Rating Agencies.

        SECTION 9.3. Successor Owner Trustee. (a) Any successor Owner Trustee
appointed pursuant to Section 9.2 shall execute, acknowledge and deliver to
the Administrator



                                      25
<PAGE>

and to its predecessor Owner Trustee an instrument accepting such
appointment under this Agreement. Upon the resignation or removal of the
predecessor Owner Trustee becoming effective pursuant to Section 9.2, such
successor Owner Trustee, without any further act, deed or conveyance, shall
become fully vested with all the rights, powers, duties, and obligations of
its predecessor under this Agreement, with like effect as if originally named
as Owner Trustee. The predecessor Owner Trustee shall, upon payment of its
fees and expenses, deliver to the successor Owner Trustee all documents and
statements and monies held by it under this Agreement, and the Administrator
and the predecessor Owner Trustee shall execute and deliver such instruments
and do such other things as may reasonably be required for fully and certainly
vesting and confirming in the successor Owner Trustee all such rights, powers,
duties, and obligations.

        (b) No successor Owner Trustee shall accept appointment as provided in
this Section 9.3 unless, at the time of such acceptance, such successor Owner
Trustee shall be eligible pursuant to Section 9.1.

        (c) Upon acceptance of appointment by a successor Owner Trustee
pursuant to this Section 9.3, the Administrator shall mail notice of the
successor of such Owner Trustee to all Certificateholders, the Servicer, the
Indenture Trustee, the Noteholders and the Rating Agencies. If the
Administrator shall fail to mail such notice within ten (10) days after
acceptance of such appointment by the successor Owner Trustee, the successor
Owner Trustee shall cause such notice to be mailed at the expense of the
Administrator.

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

        SECTION 9.4. Merger or Consolidation of Owner Trustee. Any corporation
into which the Owner Trustee may be merged or converted or with which it may
be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Owner Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Owner Trustee, shall, without the execution or filing of any instrument or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding, be the successor of the Owner Trustee hereunder;
provided that such corporation shall be eligible pursuant to Section 9.1; and
provided further, that (i) the Owner Trustee shall mail notice of such merger
or consolidation to the Rating Agencies not less than fifteen (15) days prior
to the effective date thereof and (ii) the Owner Trustee shall file an
amendment to the Certificate of Trust as required by Section 9.3.

        SECTION 9.5. Appointment of Co-Trustee or Separate Trustee. (a)
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any
part of the Owner Trust Estate or any Financed Vehicle may at the time be
located, the Administrator and the Owner Trustee acting jointly shall have the
power and shall execute and deliver all instruments to appoint one or more
Persons approved by the Owner Trustee to act as co-trustee, jointly with the
Owner Trustee, or as separate trustee or separate trustees, of all or any part
of the Trust, and to vest in such Person, in such capacity, such title to the
Owner Trust Estate, or any part thereof, and, subject to the other provisions
of this Section 9.5, such powers, duties, obligations, rights and trusts as the




                                      26
<PAGE>

Administrator and the Owner Trustee may consider necessary or desirable.
If the Administrator shall not have joined in such appointment within fifteen
(15) days after the receipt by it of a request so to do, the Owner Trustee
alone shall have the power to make such appointment. No co-trustee or separate
trustee under this Agreement shall be required to meet the terms of
eligibility as a successor trustee pursuant to Section 9.1 and no notice of
the appointment of any co-trustee or separate trustee shall be required
pursuant to Section 9.3.

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

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

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

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

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

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


                                      27
<PAGE>

        SECTION 9.6. Compliance with Statutory Trust Statute. Notwithstanding
anything herein to the contrary, the Trust shall at all times have at least
one trustee which meets the requirements of Section 3807(a) of the Statutory
Trust Statute.

                                  ARTICLE X

                                 MISCELLANEOUS

        SECTION 10.1. Supplements and Amendments. (a) This Agreement may be
amended by the Depositor and the Owner Trustee, with prior written notice to
the Rating Agencies, without the consent of any of the Noteholders or the
Certificateholders, to cure any ambiguity, to correct or supplement any
provisions in this Agreement inconsistent with any other provision of this
Agreement or for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions in this Agreement; provided,
however, that such action shall not, as evidenced by an Opinion of Counsel
satisfactory to the Owner Trustee and the Indenture Trustee, adversely affect
in any material respect the interests of any Noteholder or Certificateholder;
and provided further that an Opinion of Counsel shall be furnished to the
Indenture Trustee and the Owner Trustee to the effect that such amendment (A)
will not materially adversely affect the federal or any Applicable Tax State
income or franchise taxation of any outstanding Note or Certificate, or any
Noteholder or Certificateholder and (B) will not cause the Trust to be taxable
as a corporation for federal or any Applicable Tax State income or franchise
tax purposes.

        (b) This Agreement may also be amended from time to time by the
Depositor and the Owner Trustee, with prior written notice to the Rating
Agencies, with the consent of (i) the holders of Notes evidencing not less
than a majority of the principal amount of the Notes Outstanding, (ii) the
holders of Class D Certificates evidencing not less than a majority of the
Certificate Balance, and (iii) the holders of Class E Certificates evidencing
in the aggregate a 51% Percentage Interest for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of the Noteholders
or the Certificateholders; provided, however, that no such amendment shall (i)
increase or reduce in any manner the amount of, or accelerate or delay the
timing of, or change the allocation or priority of, collections of payments on
Receivables or distributions that are required to be made for the benefit of
the Noteholders or the Certificateholders, or (ii) reduce the aforesaid
percentage of the principal amount of the Notes Outstanding and the
Certificate Balance or the aforesaid Percentage Interest required to consent
to any such amendment, without the consent of all the Noteholders and
Certificateholders affected thereby; and provided further, that an Opinion of
Counsel shall be furnished to the Indenture Trustee and the Owner Trustee to
the effect that such amendment (A) will not materially adversely affect the
federal or any Applicable Tax State income or franchise taxation of any
outstanding Note or Certificate, or any Noteholder or Certificateholder and
(B) will not cause the Trust to be taxable as a corporation for federal or any
Applicable Tax State income or franchise tax purposes.

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



                                      28
<PAGE>

        (d) It shall not be necessary for the consent of Certificateholders,
the Noteholders or the Indenture Trustee pursuant to this Section 10.1 to
approve the particular form of any proposed amendment or consent, but it shall
be sufficient if such consent shall approve the substance thereof. The manner
of obtaining such consents (and any other consents of Certificateholders
provided for in this Agreement or in any other Basic Document) and of
evidencing the authorization of the execution thereof by Certificateholders
shall be subject to such reasonable requirements as the Owner Trustee may
prescribe.

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

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

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

        SECTION 10.2. No Legal Title to Owner Trust Estate in
Certificateholders. Neither the Depositor nor the Certificateholders shall
have legal title to any part of the Owner Trust Estate. The Certificateholders
shall be entitled to receive distributions with respect to their beneficial
interests therein only in accordance with Articles V and VIII. No transfer, by
operation of law or otherwise, of any right, title, or interest of the
Certificateholders to and in their beneficial interest in the Owner Trust
Estate shall operate to terminate this Agreement or the trusts hereunder or
entitle any transferee to an accounting or to the transfer to it of legal
title to any part of the Owner Trust Estate.

        SECTION 10.3. Limitation on Rights of Others. The provisions of this
Agreement are solely for the benefit of the Owner Trustee, the Depositor, the
Administrator, the Certificateholders, the Servicer and, to the extent
expressly provided herein, the Indenture Trustee and the Noteholders, and
nothing in this Agreement, whether express or implied, shall be construed to
give to any other Person any legal or equitable right, remedy or claim in the
Owner Trust Estate or under or in respect of this Agreement or any covenants,
conditions or provisions contained herein.

        SECTION 10.4. Notices. (a) Unless otherwise expressly specified or
permitted by the terms hereof, all notices shall be in writing and shall be
deemed given upon receipt by the intended recipient or three (3) Business Days
after mailing if mailed by certified mail, postage prepaid (except that notice
to the Owner Trustee shall be deemed given only upon actual receipt by the
Owner Trustee), if to the Owner Trustee, addressed to the respective Corporate
Trust Office; if to the Depositor, at the address of its principal executive
office first above written; or,



                                      29
<PAGE>

as to each party, at such other address as shall be designated by such party
in a written notice to each other party.

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

        SECTION 10.5. Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.

        SECTION 10.6. Separate Counterparts. This Agreement may be executed by
the parties hereto in separate counterparts, each of which when so executed
and delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.

        SECTION 10.7. Successors and Assigns. All covenants and agreements
contained herein shall be binding upon, and inure to the benefit of, the
Depositor, the Owner Trustee and its successors and each Certificateholder and
its successors and permitted assigns, all as herein provided. Any request,
notice, direction, consent, waiver or other instrument or action by a
Certificateholder shall bind the successors and assigns of such
Certificateholder.

        SECTION 10.8. No Petition. The Owner Trustee (not in its individual
capacity but solely as Owner Trustee), and the Depositor solely in relation to
the Trust, by entering into this Agreement, and each Certificateholder, by
accepting a Certificate, hereby covenants and agrees that it will not, until
after the Notes have been paid in full, institute against the Depositor or the
Trust, or join in any institution against the Depositor or the Trust of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any United States federal or State
bankruptcy or similar law in connection with any obligations relating to the
Certificates, the Notes, this Agreement or any of the other Basic Documents.

        SECTION 10.9. No Recourse. Each Certificateholder, by accepting a
Certificate, acknowledges that such Certificateholder's Certificates represent
beneficial interests in the Trust only and do not represent interests in or
obligations of the Depositor, the Servicer, the Administrator, the Owner
Trustee, the Indenture Trustee or any Affiliate thereof, and no recourse may
be had against such parties or their assets, except as may be expressly set
forth or contemplated in this Agreement, the Certificates or the other Basic
Documents.

        SECTION 10.10. Headings. The headings of the various Articles and
Sections herein are for convenience of reference only and shall not define or
limit any of the terms or provisions hereof.



                                      30
<PAGE>

        SECTION 10.11. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.




                                      31
<PAGE>

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

                                 BEAR STEARNS ASSET BACKED
                                 FUNDING INC.,
                                 as Depositor


                                    By:  _______________________________
                                         Name:
                                         Title:

                                 [OWNER TRUSTEE]
                                 as Owner Trustee


                                    By:  _______________________________
                                         Name:
                                         Title:




                                      32
<PAGE>

                                   EXHIBIT A

                          FORM OF CLASS D CERTIFICATE

        [FOR BOOK-ENTRY CERTIFICATES] [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.]

        [THE PRINCIPAL OF THIS CERTIFICATE IS PAYABLE IN INSTALLMENTS AS SET
FORTH IN THE TRUST AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING
PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ON THE FACE HEREOF.]



NUMBER                                                    $
D-__                                                      CUSIP NO. [o]


                           WHOLE AUTO LOAN TRUST [ ]

                     CLASS D [ ]% ASSET BACKED CERTIFICATE

evidencing a beneficial interest in the Trust, as defined below. The property
of the Trust includes a pool of motor vehicle retail installment sale
contracts, secured by security interests in the motor vehicles financed
thereby, conveyed by Bear Stearns Asset Backed Funding Inc. to the Trust. The
property of the Trust has been pledged to the Indenture Trustee pursuant to
the Indenture to secure the payment of the Notes issued thereunder.

(This Certificate is not a deposit, does not represent an interest in or
obligation of Bear Stearns Asset Backed Funding Inc., the Owner Trustee, the
Servicer[s] or any of their respective Affiliates and is not insured by the
Federal Deposit Insurance Corporation or any other entity.)

        THIS CERTIFIES THAT ___________ is the registered owner of
____________ ______________ dollars principal amount of Class D [ ]% Asset
Backed Certificates of Whole Auto Loan Trust [    ] (the "Trust") formed by Bear
Stearns Asset Backed Funding Inc., a Delaware corporation (the "Depositor").



                                     A-1
<PAGE>

        Interest on this Certificate will accrue from and including the prior
Payment Date (or the Closing Date, in the case of the first Payment Date) to
but excluding [     ]. Interest on this Certificate will be calculated on
the basis of [actual days elapsed and a 360-day year] [a 360-day year
consisting of 12 30-day months].

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

        This Certificate is one of the duly authorized Certificates designated
as "Class D [ ]% Asset Backed Certificates" (herein called the "Class D
Certificates" or "Certificates") which are issued under and are subject to the
terms, provisions and conditions of the Trust Agreement, to which Trust
Agreement the holder of this Certificate by virtue of the acceptance hereof
assents and by which such Certificateholder is bound. Also issued under the
Trust Agreement are the certificates designated as "Class E Asset Backed
Certificates." Also issued under the Indenture, dated as of [ ] (as from time
to time amended, supplemented or otherwise modified and in effect, the
"Indenture"), between the Trust and [Indenture Trustee], as indenture trustee
(in such capacity, the "Indenture Trustee"), are the Notes designated as
"Class A-1 [ ]% Asset Backed Notes", "Class A-2 [ ]% Asset Backed Notes",
"Class B [ ]% Asset Backed Notes" and "Class C [ ]% Asset Backed Notes"
(collectively, the "Notes"). The property of the Trust includes (i) a pool of
motor vehicle retail installment sale contracts for new and used automobiles
and light trucks and certain rights and obligations thereunder (the
"Receivables"); (ii) monies received thereunder on or after the Cut-off Date;
(iii) security interests in the Financed Vehicles granted by Obligors pursuant
to the Receivables and any other interest of the Trust in the Financed
Vehicles; (iv) rights to proceeds from claims on certain physical damage,
credit life, credit disability or other insurance policies, if any, covering
Financed Vehicles or Obligors; (v) all of the Seller's rights to the
Receivable Files; (vi) such amounts as from time to time may be held in one or
more accounts maintained pursuant to the Servicing Agreement, dated as of [ ]
(as from time to time amended, supplemented or otherwise modified and in
effect, the "Servicing Agreement"), by and among the Trust, the Depositor, and
[            ], as seller (in such capacity, the "Seller") and as servicer
(in such capacity, the "Servicer"); (vii) payments and proceeds with respect
to the Receivables held by the Servicer; (viii) all property (including the
right to receive Liquidation Proceeds) securing a Receivable (other than a
Receivable repurchased by the Servicer or purchased by the Seller);
(ix) rebates of premiums and other amounts relating to insurance policies and
other items financed under the Receivables in effect as of the Cut-off Date;
and (x) any and all proceeds of the foregoing. THE RIGHTS OF THE TRUST IN THE
FOREGOING PROPERTY OF THE TRUST HAVE BEEN PLEDGED TO THE INDENTURE TRUSTEE TO
SECURE THE PAYMENT OF THE NOTES.

        Under the Trust Agreement, there will be distributed on the [  ] day of
each month, or if such [   ] day is not a Business Day, the next Business Day
(each, a "Payment Date"), commencing [   ], to the Person in whose name this
Certificate is registered (i) in the case of Book-Entry Certificates, on the
day immediately preceding such Payment Date and (ii) in the case of Definitive
Certificates, at the close of business on the last day of the preceding month
(in




                                     A-2
<PAGE>

each case, the "Record Date") such Certificateholder's percentage interest
in the amount to be distributed to Class D Certificateholders on such Payment
Date pursuant to the Trust Agreement. Following the occurrence and during the
continuation of certain events of default under the Indenture which result in
an acceleration of the Notes, no distributions or interest will be made on the
Certificates until all principal and interest on the Notes has been paid in
full.

        THE HOLDER OF THIS CERTIFICATE ACKNOWLEDGES AND AGREES THAT ITS RIGHTS
TO RECEIVE DISTRIBUTIONS AND INTEREST IN RESPECT OF THIS CERTIFICATE ARE
SUBORDINATED TO THE RIGHTS OF THE NOTEHOLDERS AS DESCRIBED IN THE SALE AND
SERVICING AGREEMENT, THE INDENTURE AND THE TRUST AGREEMENT.

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

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

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

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

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

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


                                     A-3
<PAGE>

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

                                    WHOLE AUTO LOAN  TRUST [       ]

Dated:                              By:  [OWNER TRUSTEE]
                                         not in its individual capacity
                                         but solely as Owner Trustee

                                    By:________________________________
                                             Authorized Officer



                 OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated:

                                    [OWNER TRUSTEE] not in its
                                    individual capacity but
                                    solely as Owner Trustee

                                    By:__________________________
                                           Authorized Officer


                                     A-4
<PAGE>

                           [REVERSE OF CERTIFICATE]

        The Certificates do not represent an obligation of, or an interest in,
the Depositor, the Seller, the Servicer, the Administrator, the Owner Trustee
or any Affiliates of any of them other than the Trust and no recourse may be
had against such parties or their assets, except as may be expressly set forth
or contemplated herein, in the Trust Agreement or in the other Basic
Documents. In addition, this Certificate is not guaranteed by any governmental
agency or instrumentality or by any other entity and is limited in right of
payment to certain collections with respect to the Receivables (and certain
other amounts), all as more specifically set forth herein and in the Servicing
Agreement.

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

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

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

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




                                     A-5
<PAGE>

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

        In addition, the Certificates may not be acquired by or on behalf of a
Person other than (A) a citizen or resident of the United States, (B) a
corporation or partnership organized in or under the laws of the United
States, any state thereof or the District of Columbia, (C) an estate the
income of which is includible in gross income for United States tax purposes,
regardless of its source, (D) a trust with respect to which a U.S. court is
able to exercise primary supervision over the administration of such trust and
one or more Persons meeting the conditions of this paragraph has the authority
to control all substantial decisions of the trust or (E) a Person not
described in clauses (A) through (D) above whose ownership of the Certificates
is effectively connected with such Person's conduct of a trade or business
within the United States (within the meaning of the Code) and who provides the
Owner Trustee and the Depositor with an IRS Form W-8 ECI (and such other
certifications, representations, or opinions of counsel as may be requested by
the Owner Trustee or the Depositor).

        The Trust shall dissolve (i) upon the maturity or other liquidation of
the last remaining Receivable and the disposition of any amounts received upon
such maturity or liquidation, (ii) upon the payment to the Noteholders and the
Certificateholders of all amounts required to be paid to them pursuant to the
Indenture, the Trust Agreement and the Servicing Agreement, or (iii) the entry
of an order for the dissolution of the Trust by a court of competent
jurisdiction, and upon such dissolution any remaining assets of the Trust
shall be distributed to the Depositor. The [Master] Servicer may at its option
purchase the assets of the Trust at a price specified in the




                                     A-6
<PAGE>

Servicing Agreement, and such purchase of the Receivables and other property of
the Trust will effect early retirement of the Notes and the Certificates;
however, such right of purchase is exercisable only as of the last day of any
Collection Period as of which the Pool Factor shall be equal to or less than
the Optional Purchase Percentage.


                                     A-7
<PAGE>

                                  ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

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

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

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

Dated:___________

                             ____________________*/
                             Signature Guaranteed:


                                ________________*/


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


                                     A-8
<PAGE>

                                   EXHIBIT B

                          FORM OF CLASS E CERTIFICATE

        [FOR BOOK-ENTRY CERTIFICATES] [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.]

        THIS CLASS E CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR
INTEREST AND WILL NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN, IN
THE TRUST AGREEMENT AND IN THE INDENTURE.

NUMBER                                                    [     ]%
E-__                                                      CUSIP NO. [ ]


                           WHOLE AUTO LOAN TRUST [ ]

                       CLASS E ASSET BACKED CERTIFICATE

evidencing a beneficial interest in the Trust, as defined below. The property
of the Trust includes a pool of motor vehicle retail installment sale
contracts, secured by security interests in the motor vehicles financed
thereby, conveyed by Bear Stearns Asset Backed Funding Inc. to the Trust. The
property of the Trust has been pledged to the Indenture Trustee pursuant to
the Indenture to secure the payment of the Notes issued thereunder.

(This Certificate is not a deposit, does not represent an interest in or
obligation of Bear Stearns Asset Backed Funding Inc., the Owner Trustee, the
Servicer[s] or any of their respective Affiliates and is not insured by the
Federal Deposit Insurance Corporation or any other entity.)

        THIS CERTIFIES THAT ___________ is the registered owner of [   ]%
percentage interest amount of Class E Asset Backed Certificates of Whole Auto
Loan Trust [    ] (the "Trust") formed by Bear Stearns Asset Backed Funding
Inc., a Delaware corporation (the "Depositor").

        The Trust is governed pursuant to an Amended and Restated Trust
Agreement, dated as of [   ] (as from time to time amended, supplemented or
otherwise modified and in effect, the "Trust Agreement"), between the
Depositor and [OWNER TRUSTEE], a [      ], not in its individual capacity but
solely as owner trustee (the "Owner Trustee"), a summary of certain of


                                     B-1
<PAGE>

the pertinent provisions of which is set forth below. To the extent not
otherwise defined herein, the capitalized terms used herein have the meanings
assigned to them in the Trust Agreement.

        This Certificate is one of the duly authorized Certificates designated
as "Class E Asset Backed Certificates" (herein called the "Class E
Certificates" or "Certificates") which are issued under and are subject to the
terms, provisions and conditions of the Trust Agreement, to which Trust
Agreement the holder of this Certificate by virtue of the acceptance hereof
assents and by which such Certificateholder is bound. Also issued under the
Trust Agreement are the certificates designated as "Class D [ ]% Asset Backed
Certificates. Also issued under the Indenture, dated as of [ ] (as from time
to time amended, supplemented or otherwise modified and in effect, the
"Indenture"), between the Trust and [Indenture Trustee], as indenture trustee
(in such capacity, the "Indenture Trustee"), are the Notes designated as
"Class A-1 [ ]% Asset Backed Notes", "Class A-2 [ ]% Asset Backed Notes",
"Class B [ ]% Asset Backed Notes" and "Class C [ ]% Asset Backed Notes"
(collectively, the "Notes"). The property of the Trust includes (i) a pool of
motor vehicle retail installment sale contracts for new and used automobiles
and light trucks and certain rights and obligations thereunder (the
"Receivables"); (ii) monies received thereunder on or after the Cut-off Date;
(iii) security interests in the Financed Vehicles granted by Obligors pursuant
to the Receivables and any other interest of the Trust in the Financed
Vehicles; (iv) rights to proceeds from claims on certain physical damage,
credit life, credit disability or other insurance policies, if any, covering
Financed Vehicles or Obligors; (v) all of the Seller's rights to the
Receivable Files; (vi) such amounts as from time to time may be held in one or
more accounts maintained pursuant to the Servicing Agreement, dated as of [ ]
(as from time to time amended, supplemented or otherwise modified and in
effect, the "Servicing Agreement"), by and among the Trust, the Depositor, and
[                   ], as seller (in such capacity, the "Seller") and as
servicer (in such capacity, the "Servicer"); (vii) payments and proceeds with
respect to the Receivables held by the Servicer; (viii) all property
(including the right to receive Liquidation Proceeds) securing a Receivable
(other than a Receivable repurchased by the Servicer or purchased by the
Seller); (ix) rebates of premiums and other amounts relating to insurance
policies and other items financed under the Receivables in effect as of the
Cut-off Date; and (x) any and all proceeds of the foregoing. THE RIGHTS OF THE
TRUST IN THE FOREGOING PROPERTY OF THE TRUST HAVE BEEN PLEDGED TO THE
INDENTURE TRUSTEE TO SECURE THE PAYMENT OF THE NOTES.

        Under the Trust Agreement, there will be distributed on the [ ] day of
each month, or if such [ ] day is not a Business Day, the next Business Day
(each, a "Payment Date"), commencing [ ], to the Person in whose name this
Certificate is registered (i) in the case of Book-Entry Certificates, on the
day immediately preceding such Payment Date and (ii) in the case of Definitive
Certificates, at the close of business on the last day of the preceding month
(in each case, the "Record Date") such Certificateholder's percentage interest
in the amount to be distributed to Class E Certificateholders on such Payment
Date pursuant to the Trust Agreement. Following the occurrence and during the
continuation of certain events of default under the Indenture which result in
an acceleration of the Notes, no distributions or interest will be made on the
Certificates until all principal and interest on the Notes has been paid in
full.

        THE HOLDER OF THIS CERTIFICATE ACKNOWLEDGES AND AGREES THAT ITS RIGHTS
TO RECEIVE DISTRIBUTIONS IN RESPECT OF THIS CERTIFICATE ARE SUBORDINATED TO
THE RIGHTS OF THE NOTEHOLDERS AS DESCRIBED IN THE



                                     B-2
<PAGE>

SALE AND SERVICING AGREEMENT, THE INDENTURE AND THE TRUST AGREEMENT.

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

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

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

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

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

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


                                     B-3
<PAGE>



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

                                 WHOLE AUTO LOAN TRUST [              ]

Dated:                           By:    [OWNER TRUSTEE]
                                        not in its individual capacity
                                        but solely as Owner Trustee

                                 By:___________________________________
                                              Authorized Officer



                 OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated:

                                 [OWNER TRUSTEE] not in its
                                 individual capacity but
                                 solely as Owner Trustee

                                 By:_____________________________
                                          Authorized Officer


                                     B-4
<PAGE>

                           [REVERSE OF CERTIFICATE]

        The Certificates do not represent an obligation of, or an interest in,
the Depositor, the Seller, the Servicer, the Administrator, the Owner Trustee
or any Affiliates of any of them other than the Trust and no recourse may be
had against such parties or their assets, except as may be expressly set forth
or contemplated herein, in the Trust Agreement or in the other Basic
Documents. In addition, this Certificate is not guaranteed by any governmental
agency or instrumentality or by any other entity and is limited in right of
payment to certain collections with respect to the Receivables (and certain
other amounts), all as more specifically set forth herein and in the Servicing
Agreement.

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

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

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

        The Certificates may be acquired only by an entity that is either: (a)
not, and each account (if any) for which it is purchasing the Certificates is
not (i) an employee benefit plan (as defined in Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA")) that is subject
to Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the
Internal Revenue Code of 1986, as amended (the "Code"), that is subject to
Section 4975 of the Code, (iii) a governmental plan, as defined in Section
3(32) of ERISA, subject to any federal, State or local law which is, to a
material extent, similar to the provisions of Section 406 of ERISA or Section
4975 of the Code, (iv) an entity whose underlying assets include plan assets



                                     B-5
<PAGE>

by reason of a plan's investment in the entity (within the meaning of
Department of Labor Regulation 29 C.F.R. ss. 2510.3-101 or otherwise under
ERISA) or (v) a person investing "plan assets" of any such plan (including
without limitation, for purposes of this clause (v), an insurance company
general account, but excluding any entity registered under the Investment
Company Act of 1940, as amended); or (b) an insurance company acting on behalf
of a general account and (i) on the date of purchase less than 25% of the
assets of such general account (as reasonably determined by it) constitute
"plan assets" for purposes of Title I of ERISA and Section 4975 of the Code,
(ii) the purchase and holding of such Certificates are eligible for exemptive
relief under Sections (I) and (III) of Prohibited Transaction Class Exemption
95-60, and (iii) the purchaser agrees that if, after the purchaser's initial
acquisition of the Certificates, at any time during any calendar quarter 25%
or more of the assets of such general account (as reasonably determined by it
no less frequently than each calendar quarter) constitute "plan assets" for
purposes of Title I of ERISA or Section 4975 of the Code and no exemption or
exception from the prohibited transaction rules applies to the continued
holding of the Certificates under Section 401(c) of ERISA and the final
regulations thereunder or under an exemption or regulation issued by the
United States Department of Labor under ERISA, it will dispose of all
Certificates then held in its general account by the end of the next following
calendar quarter.

        In addition, the Certificates may not be acquired by or on behalf of a
Person other than (A) a citizen or resident of the United States, (B) a
corporation or partnership organized in or under the laws of the United
States, any state thereof or the District of Columbia, (C) an estate the
income of which is includible in gross income for United States tax purposes,
regardless of its source, (D) a trust with respect to which a U.S. court is
able to exercise primary supervision over the administration of such trust and
one or more Persons meeting the conditions of this paragraph has the authority
to control all substantial decisions of the trust or (E) a Person not
described in clauses (A) through (D) above whose ownership of the Certificates
is effectively connected with such Person's conduct of a trade or business
within the United States (within the meaning of the Code) and who provides the
Owner Trustee and the Depositor with an IRS Form W-8 ECI (and such other
certifications, representations, or opinions of counsel as may be requested by
the Owner Trustee or the Depositor).

        The Trust shall dissolve (i) upon the maturity or other liquidation of
the last remaining Receivable and the disposition of any amounts received upon
such maturity or liquidation, (ii) upon the payment to the Noteholders and the
Certificateholders of all amounts required to be paid to them pursuant to the
Indenture, the Trust Agreement and the Servicing Agreement, or (iii) the entry
of an order for the dissolution of the Trust by a court of competent
jurisdiction, and upon such dissolution any remaining assets of the Trust
shall be distributed to the Depositor. The [Master] Servicer may at its option
purchase the assets of the Trust at a price specified in the Servicing
Agreement, and such purchase of the Receivables and other property of the
Trust will effect early retirement of the Notes and the Certificates; however,
such right of purchase is exercisable only as of the last day of any
Collection Period as of which the Pool Factor shall be equal to or less than
the Optional Purchase Percentage.


                                     B-6
<PAGE>

                                  ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

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

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

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

Dated:___________

                             ______________________*/
                             Signature Guaranteed:


                              _______________*/



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



                                     B-7
<PAGE>


                                   EXHIBIT C

                         FORM OF CERTIFICATE OF TRUST

                            CERTIFICATE OF TRUST OF
                              [     ] TRUST [     ]

        This Certificate of Trust of [       ] TRUST [      ] (the "Trust"),
dated as of [        ], is being duly executed and filed by [Owner Trustee],
a [o], as owner trustee (the "Owner Trustee"), to form a statutory trust under
the Delaware Statutory Trust Act (12 Delaware Code, ss. 3801 et seq.)
(the "Act").

        1.  Name. The name of the statutory trust formed hereby is [    ]
            TRUST [      ].

        2.  Owner Trustee. The name and business address of the Owner
            Trustee is [       ].

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

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

                                 [OWNER TRUSTEE]
                                  not in its individual capacity but solely as
                                  Owner Trustee

                                 By:________________________________________
                                       Name:
                                       Title:


                                     C-1
<PAGE>

                                  APPENDIX A

                             Definitions and Usage





                                     AA-1


<PAGE>
                               Form of Appendix A

                             DEFINITIONS AND USAGE

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

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

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

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

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

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

                                  Definitions

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

<PAGE>


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

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

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

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

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

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

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

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

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

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

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

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

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


                                       2
<PAGE>

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

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

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

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

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


                                       3
<PAGE>


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

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

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

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

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

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

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


                                       4
<PAGE>


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

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

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

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

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

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

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

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

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

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


                                       5
<PAGE>


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

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

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

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

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

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

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

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

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

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


                                       6
<PAGE>


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

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

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

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

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

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

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

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

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

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

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

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


                                       7
<PAGE>


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

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

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

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

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

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

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

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

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


                                       8
<PAGE>


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

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

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

     "Closing Date" shall mean [ ].

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

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

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

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

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

     "Commission" shall mean the Securities and Exchange Commission.

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

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


                                       9
<PAGE>


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

     "Cut-off Date" shall mean [ ].

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

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

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

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

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

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

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

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

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

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

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


                                      10
<PAGE>


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

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

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

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

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

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

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

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

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

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

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


                                      11
<PAGE>


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

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

     "Initial Certificate Balance" shall mean $[ ].

     "Initial Pool Balance" shall mean $[ ].

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

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

     "IRS" shall mean the Internal Revenue Service.

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


                                      12
<PAGE>


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

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

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

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

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

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

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

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

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

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

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


                                      13
<PAGE>


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

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

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

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

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

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

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

     "Optional Purchase Percentage" shall mean [ ]%.

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

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

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


                                      14
<PAGE>


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

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

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

     "Overcollateralization Distribution Amount" shall mean [ ].

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

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

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


                                      15
<PAGE>


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

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

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

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

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

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

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

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

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


                                      16
<PAGE>


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

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

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

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

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

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

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

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

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

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


                                      17
<PAGE>


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

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

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

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

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

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

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

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

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


                                      18
<PAGE>


future claims, demands, causes of action and choses in action in respect of any
or all of the foregoing and all payments on or under and all proceeds of every
kind and nature whatsoever in respect of any or all of the foregoing, including
all proceeds of the conversion thereof, voluntary or involuntary, into cash or
other liquid property, all cash proceeds, accounts, accounts receivable, notes,
drafts, acceptances, chattel paper, checks, deposit accounts, insurance
proceeds, condemnation awards, rights to payment of any and every kind and
other forms of obligations and receivables, instruments and other property
which at any time constitute all or part of or are included in the proceeds of
any of the foregoing.]

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

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

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

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

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

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

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

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

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


                                      19
<PAGE>


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

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

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

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

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

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

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

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

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

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

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

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

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


                                      20
<PAGE>


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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                      21
<PAGE>


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

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

     "Transfer Date" shall mean the Closing Date.

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

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

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

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

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

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

     ["Trust Property" shall mean, collectively, (i) the Receivables; (ii)
monies received thereunder on or after the Cut-off Date; (iii) the security
interests in the Financed Vehicles granted by Obligors pursuant to the
Receivables and any other interest of the Issuer in the Financed Vehicles; (iv)
rights to receive proceeds with respect to the Receivables from claims on any
theft, physical damage, credit life, credit disability, or other insurance
policies covering Financed Vehicles or Obligors; (v) all of the Seller's rights
to the Receivable Files; (vi) the Trust Accounts and all amounts, securities,
investments, investment property and other property deposited in or credited to
any of the foregoing, all security entitlements relating to the foregoing and
all proceeds thereof; (vii) payments and proceeds with respect to the
Receivables held by [any] [the] Servicer; (viii) all property (including the
right to receive Liquidation Proceeds) securing a Receivable (other than a
Receivable repurchased by [a] [the] Servicer or purchased by the Seller); (ix)
rebates of premiums and other amounts relating to insurance policies and other


                                      22
<PAGE>


items financed under the Receivables in effect as of the Cut-off Date; and (x)
all present and future claims, demands, causes of action and choses in action
in respect of any or all of the foregoing and all payments on or under and all
proceeds of every kind and nature whatsoever in respect of any or all of the
foregoing, including all proceeds of the conversion thereof, voluntary or
involuntary, into cash or other liquid property, all cash proceeds, accounts,
accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit
accounts, insurance proceeds, condemnation awards, rights to payment of any and
every kind and other forms of obligations and receivables, instruments and
other property which at any time constitute all or part of or are included in
the proceeds of any of the foregoing.]

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

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

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

     ["Underwritten Securities" shall mean the Notes.]


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