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                                                                    Exhibit 10.1

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                         ________________ TRUST 200_-__,

                                   as Issuer,

                       POOLED AUTO SECURITIES SHELF LLC.,
                                 as Transferor,

                                       and

                       ----------------------------------,
                                   as Servicer

                      -------------------------------------


                       FORM OF SALE AND SERVICING AGREEMENT

                          Dated as of __________, 200_

                      -------------------------------------





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                                TABLE OF CONTENTS

                                                                            PAGE


                                   ARTICLE ONE

                                   DEFINITIONS

Section 1.01.       General Definitions......................................  1
Section 1.02.       Other Definitional Provisions............................ 19
Section 1.03.       Interpretive Provisions.................................. 19


                                   ARTICLE TWO

             CONVEYANCE OF RECEIVABLES; CUSTODY OF RECEIVABLES FILES

Section 2.01.    Conveyance of Receivables................................... 20
Section 2.02.    Custody of Receivable Files................................. 21
Section 2.03.    Representations and Warranties of Transferor as to
                     the Receivables......................................... 21
Section 2.04.    Repurchase of Receivables Upon Breach....................... 24
Section 2.05.    Duties of Servicer as Custodian............................. 25
Section 2.06.    Instructions; Authority to Act.............................. 26
Section 2.07.    Indemnification by Custodian................................ 26
Section 2.08.    Effective Period and Termination............................ 26


                               ARTICLE THREE

                ADMINISTRATION AND SERVICING OF RECEIVABLES

Section 3.01.    Duties of Servicer.......................................... 28
Section 3.02.    Collection of Receivable Payments........................... 28
Section 3.03.    Rebates on Full Prepayments................................. 29
Section 3.04.    Realization Upon Receivables................................ 29
Section 3.05.    Maintenance of Physical Damage Insurance Policies........... 30
Section 3.06.    Maintenance of Security Interests in Financed Vehicles...... 30
Section 3.07.    Covenants of Servicer....................................... 30
Section 3.08.    Purchase of Receivables Upon Breach......................... 30
Section 3.09.    Total Servicing Fee; Payment of Certain Expenses by
                     Servicer................................................ 31
Section 3.10.    Servicer's Certificate...................................... 31
Section 3.11.    Annual Statement as to Compliance; Notice of Default........ 31
Section 3.12.    Annual Accountants' Report.................................. 32
Section 3.13.    Access to Certain Documentation and Information
                     Regarding Receivables................................... 32
Section 3.14.    Amendments to Schedule of Receivables....................... 32


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                                                                            PAGE


Section 3.15.    Reports to Securityholders and Rating Agencies.............. 33


                               ARTICLE FOUR

           DISTRIBUTIONS; RESERVE FUND; STATEMENTS TO SECURITYHOLDERS

Section 4.01.    Establishment of Accounts................................... 34
Section 4.02.    Collections................................................. 35
Section 4.03.    Application of Collections.................................. 36
Section 4.04.    Advances.................................................... 37
Section 4.05.    Additional Deposits......................................... 38
Section 4.06.    Distributions............................................... 39
Section 4.07.    Reserve Fund................................................ 40
Section 4.08.    Yield Supplement Account.................................... 41
Section 4.09.    Net Deposits................................................ 41
Section 4.10.    Statements to Securityholders............................... 41


                               ARTICLE FIVE

                              THE TRANSFEROR

Section 5.01.    Representations of Transferor............................... 43
Section 5.02.    Liability of Transferor; Indemnities........................ 44
Section 5.03.    Merger, Consolidation or Assumption of the Obligations
                     of Transferor; Certain Limitations...................... 45
Section 5.04.    Limitation on Liability of Transferor and Others............ 47
Section 5.05.    Transferor May Own Notes.................................... 47


                                ARTICLE SIX

                               THE SERVICER

Section 6.01.    Representations of Servicer................................. 48
Section 6.02.    Indemnities of Servicer..................................... 49
Section 6.03.    Merger, Consolidation or Assumption of the Obligations
                     of Servicer............................................. 49
Section 6.04.    Limitation on Liability of Servicer and Others.............. 50
Section 6.05.    _____ Not to Resign as Servicer............................. 50


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                                                                            PAGE

                                  ARTICLE SEVEN

                                SERVICER DEFAULTS

Section 7.01.    Servicer Defaults........................................... 51
Section 7.02.    Appointment of Successor Servicer........................... 52
Section 7.03.    Notification of Servicer Termination........................ 53
Section 7.04.    Waiver of Past Defaults..................................... 53
Section 7.05.    Repayment of Advances....................................... 53


                               ARTICLE EIGHT

                                TERMINATION

Section 8.01.    Optional Purchase of All Receivables........................ 54


                               ARTICLE NINE

                               MISCELLANEOUS

Section 9.01.    Amendment................................................... 55
Section 9.02.    Protection of Title to Trust................................ 56
Section 9.03.    Notices..................................................... 58
Section 9.04.    Assignment.................................................. 58
Section 9.05.    Limitations on Rights of Others............................. 58
Section 9.06.    Severability................................................ 59
Section 9.07.    Separate Counterparts....................................... 59
Section 9.08.    Headings.................................................... 59
Section 9.09.    Governing Law............................................... 59
Section 9.10.    Nonpetition Covenants....................................... 59
Section 9.11.    Limitation of Liability of Owner Trustee and
                     Indenture Trustee....................................... 59


                                    SCHEDULES

Schedule A - Schedule of Receivables......................................  SA-1
Schedule B - Location of Receivable Files.................................  SB-1

                                    EXHIBITS

Exhibit A - Form of Distribution Statement to Securityholders.............   A-1
Exhibit B - Form of Servicer's Certificate................................   B-1


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     This Sale and Servicing Agreement, dated as of ______, 200_, is among
Pooled Auto Securities Shelf LLC, a Delaware limited liability company ("PASS"
or, in its capacity as Transferor, the "Transferor"), ____________, a _______,
as servicer, (the "Servicer"), and ___________ Trust 200_-_, a Delaware business
trust, as issuer (the "Issuer").

     WHEREAS the Issuer desires to purchase from the Transferor a portfolio of
receivables arising in connection with retail installment sale or conditional
sale contracts (the "Receivables") generated by _____ in the ordinary course of
its business, which Receivables have been sold by ____ to PASS;

     WHEREAS, PASS is willing to sell the Receivables to the Issuer pursuant to
the terms hereof; and

     WHEREAS, ____ is willing to service the Receivables pursuant to the terms
hereof;

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto agree as follows:

                                  Article One

                                   DEFINITIONS

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

     "ACCOUNTS" means the Collection Account, the Note Distribution Account, the
Payahead Account, the Yield Supplement Account and the Reserve Fund.

     "ACCOUNT PROPERTY" means, with respect to each Account, such Account,
together with all cash, securities, financial assets and investments and other
property from time to time deposited or credited to such Account and all
proceeds thereof, including, with respect to the (i) Reserve Fund, the Reserve
Fund Initial Deposit and (ii) Yield Supplement Account, the Yield Supplement
Account Deposit.

     "ACTUAL PAYMENT" means, with respect to a Receivable and a Collection
Period, all payments received by the Servicer from or for the account of the
related Obligor on such Receivable during such Collection Period, net of any
Supplemental Servicing Fees attributable to such Receivable. Actual Payments do
not include Applied Payments Ahead.

     "ACTUARIAL RECEIVABLE" means any Receivable which provides for the
allocation of payments according to the "actuarial" method.

     "ADMINISTRATIVE PURCHASE PAYMENT" means, with respect to a Distribution
Date and to an Administrative Receivable purchased by the Transferor or the
Servicer as of the end of the related Collection Period, which Receivable is (i)
a Precomputed Receivable, (a) the sum of (1) all Scheduled Payments on such
Receivable due after the last day of such Collection Period,


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(2) an amount equal to any reimbursement of Outstanding Advances made pursuant
to the first sentence of Section 4.04(c) with respect to such Receivable (plus
all Outstanding Advances made in respect of such Receivable, in the case of an
Administrative Purchase Payment made by the Transferor) and (3) all past due
Scheduled Payments for which an Advance has not been made, minus (b) the sum of
(1) all Payments Ahead in respect of such Administrative Receivable held by the
Servicer or on deposit in the Payahead Account, (2) any Rebate and (3) any
proceeds of the liquidation of such Receivable previously received (to the
extent applied to reduce the Principal Balance of such Receivable) or (ii) a
Simple Interest Receivable, the sum of (a) the unpaid principal balance owed by
the related Obligor in respect of such Receivable and (b) interest on such
unpaid principal balance at a rate equal to the APR of the related Receivable to
the last day of such Collection Period.

     "ADMINISTRATIVE RECEIVABLE" means a Receivable which the Transferor or the
Servicer is required to purchase pursuant to Section 2.04 or 3.08 or which the
Transferor or the Servicer has elected to purchase pursuant to Section 8.01.

     "ADVANCE" means a Precomputed Advance or a Simple Interest Advance.

     "AFFILIATE" means, with respect to any specified Person, any other Person
controlling or controlled by or under common control with such specified Person.
For the purpose of this definition, "control", when used with respect to any
specified Person, means 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" have meanings correlative to the foregoing.

     "AGGREGATE NET LOSSES" means, with respect to a Collection Period, an
amount equal to the aggregate Principal Balance of all Receivables that became
Defaulted Receivables during such Collection Period minus all Net Liquidation
Proceeds collected during such Collection Period with respect to all Defaulted
Receivables.

     "AGREEMENT" means this Sale and Servicing Agreement, and all amendments
hereof and supplements hereto.

     "AMOUNT FINANCED" in respect of a Receivable means the aggregate amount
advanced under such Receivable toward the purchase price of the related Financed
Vehicle and any related costs, including but not limited to accessories,
insurance premiums, service and warranty contracts and other items customarily
financed as part of motor vehicle retail installment contracts.

     "ANNUAL PERCENTAGE RATE" or "APR" of a Receivable means the annual rate of
finance charges stated in such Receivable.

     "APPLIED PAYMENT AHEAD" means, with respect to a Precomputed Receivable and
a Collection Period as to which (i) the Actual Payment is less than the
Scheduled Payment and (ii) a Deferred Prepayment is on deposit in the Payahead
Account or otherwise retained by the

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Servicer pursuant to Section 4.02(c), an amount equal to the lesser of (a) such
Deferred Prepayment and (b) the amount by which the Scheduled Payment exceeds
the Actual Payment.

     "AVAILABLE AMOUNT" means, with respect to any Distribution Date, the sum of
Available Interest and Available Principal.

     "AVAILABLE INTEREST" means, with respect to any Distribution Date, the
total of the following amounts allocable to interest received by the Servicer on
or in respect of the Receivables during the related Collection Period (computed,
in the case of Precomputed Receivables, by the actuarial method and, in the case
of Simple Interest Receivables, by the simple interest method): (i) the sum of
the interest component of all (a) collections on or in respect of all
Receivables other than Defaulted Receivables (including the interest portion of
Applied Payments Ahead, but excluding Payments Ahead to be applied in one or
more future Collections Periods), (b) Net Liquidation Proceeds, (c) Advances
made by the Servicer, (d) Warranty Purchase Payments, (e) Administrative
Purchase Payments and (f) the Yield Supplement Withdrawal Amount, if any, for
the related Distribution Date, less (ii) the sum of all (a) amounts received on
or in respect of a particular Receivable (other than a Defaulted Receivable) to
the extent of the aggregate Outstanding Interest Advances in respect of such
Receivable and (b) Net Liquidation Proceeds with respect to a particular
Receivable to the extent of the aggregate Outstanding Interest Advances in
respect of such Receivable.

     "AVAILABLE PRINCIPAL" means, with respect to any Distribution Date, the
total of the following amounts allocable to principal received by the Servicer
on or in respect of the Receivables during the related Collection Period
(computed, in the case of Precomputed Receivables, by the actuarial method and,
in the case of Simple Interest Receivables, by the simple interest method): (i)
the sum of the principal component of all (a) collections on or in respect of
all Receivables other than Defaulted Receivables (including the principal
portion of Applied Payments Ahead but excluding Payments Ahead), (b) Net
Liquidation Proceeds, (c) Advances made by the Servicer, (d) Warranty Purchase
Payments and (e) Administrative Purchase Payments, less (ii) an amount equal to
all (a) amounts received on or in respect of a particular Receivable (other than
a Defaulted Receivable) to the extent of the aggregate Outstanding Principal
Advances in respect of such Receivable and (b) Net Liquidation Proceeds with
respect to a particular Receivable to the extent of the aggregate Outstanding
Principal Advances in respect of such Receivable.

     "BASIC DOCUMENTS" means this Agreement, the Administration Agreement, the
Indenture, the Note Depository Agreement, the Receivables Purchase Agreement,
the Amended and Restated Trust Agreement and the Control Agreement and any other
documents or certificates delivered in connection therewith as the same may be
amended, supplemented or otherwise modified and in effect.

     "BASIC SERVICING FEE" means the fee payable pursuant to Section 3.09 to the
Servicer on each Distribution Date for services rendered during the related
Collection Period, which shall be equal to one-twelfth of the Servicing Fee Rate
multiplied by the Pool Balance as of the first day


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of the related Collection Period or, with respect to the first Distribution
Date, the Original Pool Balance.

     "CERTIFICATE BALANCE" means, on any Distribution Date, the Original
Certificate Balance reduced by all distributions of principal previously made in
respect of the Certificates.

     "CERTIFICATE DISTRIBUTABLE AMOUNT" means, with respect to any Distribution
Date, the sum of the Certificate Interest Distributable Amount and the
Certificate Principal Distributable Amount for such Distribution Date.

     "CERTIFICATE DISTRIBUTION ACCOUNT" has the meaning specified in the Trust
Agreement.

     "CERTIFICATE INTEREST CARRYOVER SHORTFALL" means, with respect to any
Distribution Date, the excess sum of the Certificate Monthly Interest
Distributable Amount plus any outstanding Certificate Interest Carryover
Shortfall for the preceding Distribution Date, over the amount in respect of
interest on the Certificates that is actually paid as interest on the
Certificates on such Distribution Date.

     "CERTIFICATE INTEREST DISTRIBUTABLE AMOUNT" means, with respect to any
Distribution Date, the sum of the Certificate Monthly Interest Distributable
Amount for such Distribution Date and the Certificate Interest Carryover
Shortfall for such Distribution Date.

     "CERTIFICATE MONTHLY INTEREST DISTRIBUTABLE AMOUNT" means, with respect to
any Distribution Date, interest accrued for the related Interest Accrual Period
at the Certificate Rate on the Certificate Balance on the immediately preceding
Distribution Date after giving effect to all payments of principal to
Certificateholders on or prior to such Distribution Date (or, in the case of the
first Distribution Date, on the Original Certificate Balance).

     "CERTIFICATE MONTHLY PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect to
any Distribution Date, the Certificate Percentage of the Principal Distributable
Amount for such Distribution Date.

     "CERTIFICATE PERCENTAGE" means (i) for each Distribution Date until the
principal amount of the Class A-1 Notes has been paid in full, 0%; (ii) for each
Distribution Date to and including the Distribution Date on which the principal
amount of the Class A-4 Notes is reduced to zero, 5%; and (iii) for each
Distribution Date after the Distribution Date on which the principal amount of
the Class A-4 Notes is reduced to zero, 100%.

     "CERTIFICATE POOL FACTOR" means, with respect to the Certificates on any
Distribution Date, a seven-digit decimal figure equal to the outstanding
principal balance of the Certificates on such Distribution Date (after giving
effect to any reductions thereof to be made on such Distribution Date) divided
by the Original Certificate Balance.

     "CERTIFICATE PRINCIPAL CARRYOVER SHORTFALL" means, with respect to any
Distribution Date, the excess of the Certificate Monthly Principal Distributable
Amount plus any outstanding

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Certificate Principal Carryover Shortfall for the preceding Distribution Date,
over the amount in respect of principal that is actually paid as principal on
the Certificates on such Distribution Date.

     "CERTIFICATE PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect to any
Distribution Date, the sum of the Certificate Monthly Principal Distributable
Amount for each Distribution Date and any outstanding Certificate Principal
Carryover Shortfall as of the close of the immediately preceding Distribution
Date; provided, however, that the Certificate Principal Distributable Amount
shall not exceed the Certificate Balance. In addition, on the Certificate Final
Distribution Date, the principal required to be deposited into the Certificate
Distribution Account will include the amount necessary to reduce the Certificate
Balance to zero.

     "CERTIFICATE RATE" means _____ per annum (computed on the basis of a 360
day year consisting of twelve 30-day months).

     "CERTIFICATEHOLDERS" has the meaning specified in the Trust Agreement.

     "CHARGE-OFF RATE" with respect to a Collection Period will equal the
Aggregate Net Losses with respect to the Receivables expressed, on an annualized
basis, as a percentage of the average of the (i) Pool Balance on the last day of
the immediately preceding Collection Period and (ii) Pool Balance on the last
day of such current Collection Period.

     "CLASS" means all Securities whose form is identical except for variation
in denomination, principal amount or owner.

     "CLASS A-1 FINAL DISTRIBUTION DATE" means the ________ Distribution Date.

     "CLASS A-1 NOTEHOLDER" means a Person in whose name a Class A-1 Note is
registered in the Note Register.

     "CLASS A-2 FINAL DISTRIBUTION DATE" means the _______ Distribution Date.

     "CLASS A-2 NOTEHOLDER" means a Person in whose name a Class A-2 Note is
registered in the Note Register.

     "CLASS A-3 FINAL DISTRIBUTION DATE" means the ________ Distribution Date.

     "CLASS A-3 NOTEHOLDER" means a Person in whose name a Class A-3 Note is
registered in the Note Register.

     "CLASS A-4 FINAL DISTRIBUTION DATE" means the ________ Distribution Date.

     "CLASS A-4 NOTEHOLDER" means the Person in whose name a Class A-4 Note is
registered in the Note Register.

     "COLLECTION ACCOUNT" means the account designated as such, and established
and maintained pursuant to Section 4.01.

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     "COLLECTION PERIOD" means each calendar month during the term of this
Agreement (or, in the case of the first Collection Period, the period of time
since the Cutoff Date through the last day of the calendar month immediately
preceding the month in which the first Distribution Date occurs).

     "COMMISSION" means the Securities and Exchange Commission, and its
successors.

     "CONTROL" shall have the meaning specified in Section 8-106 of the UCC.

     "CONTROL AGREEMENT" means the control agreement, dated as of ______, 200_,
among PASS, the Issuer, the Servicer, the Indenture Trustee and _________, as
securities intermediary, as amended or supplemented from time to time.

     "CORPORATE TRUST OFFICE" means the principal office of the Indenture
Trustee at which at any particular time its corporate trust business shall be
administered, which office at the date of the execution of this Agreement is
located ___________________ Attention:____; or at such other address as the
Indenture Trustee may designate from time to time by notice to the Noteholders
and the Transferor, or the principal corporate trust office of any successor
Indenture Trustee (of which address such successor Indenture Trustee will notify
the Noteholders and the Transferor).

     "CURRENT RECEIVABLE" means each Receivable that is not a Defaulted
Receivable or a Liquidated Receivable.

     "CUTOFF DATE" means ________, 200_.

     "CUTOFF DATE POOL BALANCE" means $__________, the aggregate unpaid
principal balance of the Receivables as of the Cutoff Date.

     "DEALER" means the dealer of motor vehicles who sold a Financed Vehicle and
who originated and assigned the Receivable relating to such Financed Vehicle to
________ under an existing agreement between such dealer and __________.

     "DEALER RECOURSE" means, with respect to a Receivable, all recourse rights
against the Dealer which originated the Receivable, and any successor to such
Dealer.

     "DEFAULTED RECEIVABLE" means a Receivable (other than an Administrative
Receivable or a Warranty Receivable) as to which (i) all or any part of a
Scheduled Payment is 120 or more days past due and the Servicer has not
repossessed the related Financed Vehicle or (ii) the Servicer has, in accordance
with its customary servicing procedures, determined that eventual payment in
full is unlikely and either repossessed and liquidated the related Financed
Vehicle or repossessed and held the related Financed Vehicle in its repossession
inventory for 90 days, whichever occurs first.

     "DEFERRED PREPAYMENT" means, with respect to a Receivable and a Collection
Period, the aggregate amount, if any, of Payments Ahead remitted to the Servicer
in respect of such

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Receivable during one or more prior Collection Periods and currently held by the
Servicer or in the Payahead Account.

     "DELINQUENCY PERCENTAGE" means, with respect to a Collection Period, the
percentage equivalent of a fraction, the numerator of which is the number of (i)
outstanding Receivables 61 days or more delinquent (after taking into account
permitted extensions) as of the last day of such Collection Period, determined
in accordance with the Servicer's normal practices, plus (ii) all Receivables
the related Financed Vehicles of which have been repossessed but have not been
liquidated (to the extent the related Receivable is not otherwise reflected in
clause (i) above or is not a Defaulted Receivable), and the denominator of which
is the aggregate number of Current Receivables on the last day of such
Collection Period.

     "DEPOSIT DATE" means, with respect to any Collection Period and
Distribution Date, the Business Day immediately preceding such Distribution
Date.

     "DEPOSITOR" means the Transferor in its capacity as Depositor under the
Trust Agreement.

     "DETERMINATION DATE" means, with respect to any Distribution Date, the
tenth calendar day of the month in which such Distribution Date occurs or, if
such day is not a Business Day, the immediately succeeding Business Day.

     "DISCOUNT RECEIVABLE" means any Receivable that has an APR which is less
than the Required Rate.

     "DISTRIBUTION DATE" means, with respect to a Collection Period, the
fifteenth calendar day of the next succeeding calendar month or, if such day is
not a Business Day, the next succeeding Business Day, commencing ________, 200_.

     "ELIGIBLE ACCOUNT" means either (A) a segregated deposit account over which
the applicable Trustee has sole signature authority, maintained with an Eligible
Institution meeting the requirements of clause (i) thereof or (B) a segregated
trust account maintained with an Eligible Institution meeting the requirements
of clause (ii) thereof, in each case bearing a designation clearly indicating
that the funds deposited therein are held for the benefit of the
Securityholders, the Noteholders or the Certificateholders, as the case may be.

     "ELIGIBLE INSTITUTION" means a depository institution or trust company, (i)
the commercial paper or other short-term unsecured debt obligations of which
have the Required Deposit Rating or (ii) having corporate trust powers and
organized under the laws of the United States, any state thereof, the District
of Columbia or the Commonwealth of Puerto Rico which has a long-term deposit
rating from (A) Moody's of at least Baa3 or (B) Standard and Poor's of at least
BBB- (or such lower rating as either Rating Agency shall approve in writing).

     "ENTITLEMENT HOLDER" shall have the meaning specified in Section 8-102 of
the UCC.

     "ENTITLEMENT ORDER" shall have the meaning specified in Section 8-102 of
the UCC.

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     "EXCESS PAYMENT" means, with respect to a Receivable and a Collection
Period, the amount, if any, by which the Actual Payment exceeds the sum of (i)
the Scheduled Payment and (ii) any Overdue Payment.

     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

     "FDIC" means the Federal Deposit Insurance Corporation.

     "FHLMC" means the Federal Home Loan Mortgage Corporation, and its
successors.

     "FNMA" means the Federal National Mortgage Association, and its successors.

     "FINAL DISTRIBUTION DATES" means, collectively, the Class A-1 Final
Distribution Date, the Class A-2 Final Distribution Date, the Class A-3 Final
Distribution Date and the Class A-4 Final Distribution Date.

     "FINAL SCHEDULED MATURITY DATE" means _______.

     "FINANCED VEHICLE" means, with respect to any retail installment sale or
conditional sale contract, the related new or used motor vehicle, together with
all accessions thereto, securing the related Obligor's indebtedness under such
retail installment sale or conditional sale contract.

     "FINANCIAL ASSET" shall have the meaning specified in Section 8-102(a)(9)
of the UCC.

     "FITCH" means Fitch IBCA, Inc., or its successors.

     "INDENTURE" means the indenture, dated as of ______, 200_, between the
Issuer and the Indenture Trustee.

     "INDENTURE TRUSTEE" means the Person acting as Indenture Trustee under the
Indenture, its successors in interest and any successor trustee under the
Indenture.

     "INDEPENDENT DIRECTOR" means a director of the Transferor who is not (i) a
director, officer or employee of any Affiliate of the Transferor, (ii) a natural
person related to any director or officer of any Affiliate of the Transferor,
(iii) a holder (directly or indirectly) of more than 10% of any voting
securities of any Affiliate of the Transferor or (iv) a natural person related
to a holder (directly or indirectly) of more than 10% of any voting securities
of any Affiliate of the Transferor.

     "INSOLVENCY EVENT" means, with respect to a specified Person, (i) the
filing of a decree or order for relief by a court having jurisdiction in the
premises in respect of such Person or any substantial part of its property in an
involuntary case under any applicable federal or state bankruptcy, insolvency or
other similar law now or hereafter in effect, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official for
such Person or for any substantial part of its property, or ordering the
winding-up or liquidation of such Person's affairs, and such decree or order
shall remain unstayed and in effect for a period of 90 consecutive days; or (ii)
the commencement by such Person of a voluntary case under any applicable federal
or


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state bankruptcy, insolvency or other similar law now or hereafter in effect,
or the consent by such Person to the entry of an order for relief in an
involuntary case under any such law, or the consent by such Person to the
appointment of or taking possession by a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official for such Person or for any
substantial part of its property, or the making by such Person of any general
assignment for the benefit of creditors, or the failure by such Person generally
to pay its debts as such debts become due, or the taking of action by such
Person in furtherance of any of the foregoing.

     "INSURANCE POLICY" means, with respect to a Receivable, an insurance policy
covering physical damage, credit life, credit disability, theft, mechanical
breakdown or any similar event relating to the related Financed Vehicle or
Obligor.

     "LETTER OF CREDIT BANK" means any Person who has provided a Servicer Letter
of Credit pursuant to Section 4.02(b).

     "LIEN" means any security interest, lien, charge, pledge, equity or
encumbrance of any kind other than tax liens, mechanics' liens and any liens
that attach to a Receivable or any property, as the context may require, by
operation of law.

     "LIQUIDATED RECEIVABLE" means a Receivable that (i) has been the subject of
a Prepayment in full or (ii) has been paid in full or the final amounts in
respect of such payment have been paid with respect to a Defaulted Receivable,
regardless of whether all or any part of such payment has been made by the
Obligor under such Receivable, the Transferor pursuant to this Agreement, _____
pursuant to the Receivables Purchase Agreement, the Servicer pursuant hereto, an
insurer pursuant to an Insurance Policy or otherwise.

     "LIQUIDATION EXPENSES" means, with respect to a Defaulted Receivable, the
amount charged by the Servicer, in accordance with its customary servicing
procedures, to or for its account for repossessing, refurbishing and disposing
of the related Financed Vehicle and other out-of-pocket costs related to such
liquidation.

     "LIQUIDATION PROCEEDS" means, with respect to a Defaulted Receivable, all
amounts realized with respect to such Receivable from whatever sources
(including, without limitation, proceeds of any Insurance Policy), net of
amounts that are required by law or such Receivable to be refunded to the
related Obligor.

     "MAXIMUM YIELD SUPPLEMENT AMOUNT" means with respect to any Collection
Period and the related Deposit Date, after giving effect to the Yield Supplement
Amount, the maximum amount required to be on deposit in the Yield Supplement
Account on the immediately succeeding Distribution Date.

     "MONTHLY PAYMENT" means, with respect to any Receivable, the amount of each
fixed monthly payment payable to the obligee under such Receivable in accordance
with the terms thereof, net of any portion of such monthly payment that
represents late payment charges, extension fees or collections allocable to
payments to be made by Obligors for payment of insurance premiums, extended
service contracts or similar items.

                                       9
<PAGE>

     "MOODY'S" means Moody's Investors Service, Inc., or its successors.

     "MOTOR VEHICLE RECEIVABLES" shall have the meaning specified in Section
5.03(b)(ii)(A).

     "NET LIQUIDATION PROCEEDS" means, with respect to a Defaulted Receivable,
Liquidation Proceeds less Liquidation Expenses.

     "NONRECOVERABLE ADVANCE" shall have the meaning specified in Section
4.04(c).

     "NOTE AMOUNT" means, with respect to any Distribution Date, the aggregate
outstanding principal amount of the Notes after giving effect to payments of
principal made on the Notes on such Distribution Date.

     "NOTE DISTRIBUTABLE AMOUNT" means, with respect to any Distribution Date,
the sum of the Note Interest Distributable Amount and the Note Principal
Distributable Amount for such Distribution Date.

     "NOTE DISTRIBUTION ACCOUNT" means the account designated as such, and
established and maintained pursuant to Section 4.01.

     "NOTE INTEREST CARRYOVER SHORTFALL" means, with respect to any Distribution
Date and a Class of Notes, the excess, if any, of the sum of the Note Monthly
Interest Distributable Amount for such Class for the preceding Distribution Date
plus any outstanding Note Interest Carryover Shortfall for such Class on such
preceding Distribution Date, over the amount of interest that is actually paid
on the Notes on such preceding Distribution Date, plus, to the extent permitted
by law, interest on the Note Interest Carryover Shortfall at the related
Interest Rate for the related Interest Accrual Period.

     "NOTE INTEREST DISTRIBUTABLE AMOUNT" means, with respect to any
Distribution Date and a Class of Notes, the sum of the Note Monthly Interest
Distributable Amount for such Distribution Date and the Note Interest Carryover
Shortfall for such Class of Notes for one or more prior Distribution Dates. For
all purposes of this Agreement and the other Basic Documents, interest with
respect to the Class A-3 and Class A-4 Notes shall be computed on the basis of a
360-day year consisting of twelve 30-day months; and interest with respect to
the Class A-1 and the Class A-2 Notes shall be computed on the basis of the
actual number of days in each applicable Interest Accrual Period, divided by
360.

     "NOTE MONTHLY INTEREST DISTRIBUTABLE AMOUNT" means, with respect to any
Distribution Date, interest accrued for the related Interest Accrual Period at
the related Interest Rate for each Class of Notes on the Outstanding Amount of
the Notes of each such Class on the immediately preceding Distribution Date (or,
in the case of the first Distribution Date, the original principal amount of
each such Class of Notes), after giving effect to all distributions of principal
to the Noteholders of each such Class on or prior to such Distribution Date.

     "NOTE MONTHLY PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect to any
Distribution Date, the Note Percentage of the Principal Distributable Amount for
such Distribution Date.

                                       10
<PAGE>

     "NOTE PERCENTAGE" means (i) for each Distribution Date until the principal
amount of the Class A-1 Notes has been paid in full, __%; (ii) for each
Distribution Date on or after the principal amount of the Class A-1 Notes has
been paid in full to and including the Distribution Date on which the principal
amount of the Class A-4 Notes is reduced to zero, __%; and (iii) for each
Distribution Date after the Distribution Date on which the principal amount of
the Class A-4 Notes is reduced to zero, 0%.

     "NOTE POOL FACTOR" means, with respect to each Class of Notes as of any
Distribution Date, a seven-digit decimal figure equal to the Outstanding Amount
of such Class of Notes as of such Distribution Date (after giving effect to any
reductions thereof to be made on such Distribution Date) divided by the original
outstanding principal balance of such Class of Notes.

     "NOTE PRINCIPAL CARRYOVER SHORTFALL" means, with respect to any
Distribution Date, the excess, if any, of the sum of the Note Monthly Principal
Distributable Amount plus any outstanding Note Principal Carryover Shortfall for
the preceding Distribution Date, over the amount in respect of principal that is
actually paid as principal on the Notes on such Distribution Date.

     "NOTE PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect to any
Distribution Date, the sum of (i) the Note Monthly Principal Distributable
Amount, (ii) any outstanding Note Principal Carryover Shortfall as of the close
of the immediately preceding Distribution Date and, (iii) on the Final
Distribution Date for a Class of Notes or the Distribution Date as of which all
of the Receivables are to be purchased pursuant to Section 8.01, the amount
necessary (after giving effect to all amounts allocable to principal required to
be deposited in the Note Distribution Account on such Distribution Date) to
reduce the Outstanding Amount of each related Class of Notes to zero; provided,
however, that the Note Principal Distributable Amount with respect to a Class of
Notes shall not exceed the Outstanding Amount of such Class of Notes.

     "NOTES" means the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes
and the Class A-4 Notes.

     "OBLIGOR" on a Receivable means the purchaser or co-purchasers of the
related Financed Vehicle purchased in part or in whole by the execution and
delivery of a retail installment contract or any other Person who owes or may be
liable for payments under such retail installment contract.

     "OFFERED SECURITIES" shall have the meaning specified in Section
5.03(b)(ii)(B).

     "OFFICERS' CERTIFICATE" means a certificate signed by the president, any
Vice President, the treasurer or the secretary of the Transferor or the
Servicer, as the case may be, and delivered to the Trustee.

     "OPINION OF COUNSEL" means a written opinion of counsel (who, in the case
of counsel to the Transferor or the Servicer, may be an employee of or outside
counsel to the Transferor or the Servicer), which counsel shall be acceptable to
the Trustee.

                                       11
<PAGE>

     "ORIGINAL CERTIFICATE BALANCE" means $_________.

     "ORIGINAL POOL BALANCE" means $___________.

     "ORIGINATOR" means __________.

     "OUTSTANDING ADVANCES" means, with respect to a Receivable and the last day
of a Collection Period, the sum of all Advances made as of or prior to such
date, minus all payments or collections as of or prior to such date which are
specified in Section 4.04(b) as applied to reimburse all unpaid Advances with
respect to such Receivable.

     "OUTSTANDING INTEREST ADVANCES" means, as of the last day of a Collection
Period with respect to a Receivable, the portion of Outstanding Advances
allocable to interest.

     "OUTSTANDING PRINCIPAL ADVANCES" means, as of the last day of a Collection
Period with respect to a Receivable, the portion of Outstanding Advances
allocable to principal.

     "OVERDUE PAYMENT" shall have the meaning specified in Section 4.03(a).

     "OWNER TRUST ESTATE" shall have the meaning specified in the Trust
Agreement.

     "OWNER TRUSTEE" means the Person acting as Owner Trustee under the Trust
Agreement, its successors in interest and any successor owner trustee under the
Trust Agreement.

     "PAYAHEAD ACCOUNT" means the account designated as such and established and
maintained pursuant to Section 4.01.

     "PAYMENT AHEAD" means, with respect to a Precomputed Receivable and a
Collection Period, any Excess Payment (not representing prepayment in full of
such Precomputed Receivable) which the Servicer, in accordance with its
customary servicing practices, will apply towards the payment of Scheduled
Payments due in one or more future Collection Periods.

     "PERCENTAGE INTERESTS" shall have the meaning specified in the Trust
Agreement.

     "PERMITTED INVESTMENTS" means, at any time, any one or more of the
following obligations and securities:

          (i) obligations of, and obligations fully guaranteed as to timely
     payment of principal and interest by, the United States or any agency
     thereof, provided such obligations are backed by the full faith and credit
     of the United States;

          (ii) general obligations of or obligations guaranteed by FNMA, any
     state of the United States, the District of Columbia or the Commonwealth of
     Puerto Rico then rated the highest available credit rating of each Rating
     Agency for such obligations;

          (iii) securities bearing interest or sold at a discount issued by any
     corporation incorporated under the laws of the United States or any state
     thereof, the District of

                                       12
<PAGE>

     Columbia or the Commonwealth of Puerto Rico, so long as at the time of such
     investment or contractual commitment providing for such investment either
     the long-term unsecured debt of such corporation has the highest available
     credit rating from each Rating Agency for such obligations or the
     commercial paper or other short-term debt which is then rated has the
     highest available credit rating of each Rating Agency for such obligations;

          (iv) certificates of deposit issued by any depository institution or
     trust company (including the Trustee) incorporated under the laws of the
     United States or any state thereof, the District of Columbia or the
     Commonwealth of Puerto Rico and subject to supervision and examination by
     banking authorities of one or more of such jurisdictions, provided that the
     short-term unsecured debt obligations of such depository institution or
     trust company has the highest available credit rating of each Rating Agency
     for such obligations;

          (v) certificates of deposit issued by any bank, trust company, savings
     bank or other savings institution and fully insured by the FDIC;

          (vi) repurchase obligations held by the Trustee that are acceptable to
     the Trustee with respect to any security described in clauses (i) or (ii)
     hereof or any other security issued or guaranteed by any other agency or
     instrumentality of the United States, in either case entered into with a
     federal agency or a depository institution or trust company (acting as
     principal) described in clause (iv) above;

          (vii) any mutual fund, money market fund, common trust fund or other
     pooled investment vehicle which has the highest applicable credit rating by
     each Rating Agency (including, but not limited to funds of which Bankers
     Trust Company is the manager or financial advisor);

          (viii) such other investments acceptable to each Rating Agency in
     writing as will not result in the qualification, downgrading or withdrawal
     of the rating then assigned to any Rated Securities by such Rating Agency;

provided that each of the foregoing investments shall mature no later than the
Deposit Date immediately following the date of purchase (other than in the case
of the investment of monies in instruments of which the entity at which the
related Account or the Certificate Distribution Account, as the case may be, is
located is the obligor, which may mature on the related Distribution Date), and
shall be required to be held to such maturity.

     Notwithstanding anything to the contrary contained in this definition, (a)
no Permitted Investment may be purchased at a premium, and (b) no obligation or
security is a "Permitted Investment" unless (i) the Trustee has Control over
such obligation or security and (ii) at the time such obligation or security was
delivered to the Trustee or the Trustee became the related Entitlement Holder,
the Trustee did not have notice of any adverse claim with respect thereto within
the meaning of Section 8-105 of the UCC.

                                       13
<PAGE>

     For purposes of this definition, any reference to the highest available
credit rating of an obligation shall mean the highest available credit rating
for such obligation, or such lower credit rating (as approved in writing by each
Rating Agency) as will not result in the qualification, downgrading or
withdrawal of the rating then assigned to any Rated Securities by such Rating
Agency.

     "PERSON" means any legal person, including any individual, corporation,
partnership, joint venture, association, joint stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

     "POOL BALANCE" means, as of any date, the aggregate Principal Balance of
the Receivables (exclusive of all Administrative Receivables for which the
Servicer has paid the Administrative Purchase Payment, Warranty Receivables for
which the Transferor has paid the Warranty Purchase Payment and Defaulted
Receivables) as of the close of business on such date.

     "PRECOMPUTED ADVANCE" shall have the meaning specified in Section 4.04(a).

     "PRECOMPUTED RECEIVABLE" means any Actuarial Receivable or Rule of 78s
Receivable.

     "PREPAYMENT" means (i) with respect to any Precomputed Receivable, any
Excess Payment other than a Payment Ahead or (ii) with respect to any Simple
Interest Receivable, any prepayment, whether in part or in full, in respect of
such Simple Interest Receivable.

     "PREPAYMENT SURPLUS" means, with respect to any Distribution Date on which
a Prepayment is to be applied with respect to a Precomputed Receivable, that
portion of such Prepayment, net of any Rebate, which is not attributable to
principal in accordance with the actuarial method, net of one month's interest
at the Weighted Average Interest Rate on the Principal Balance of such
Receivable as of the first day of the related Collection Period.

     "PRINCIPAL BALANCE" means, with respect to any Receivable as of any date,
the Amount Financed minus the sum of the following amounts: (i) in the case of a
Precomputed Receivable, that portion of all Scheduled Payments due on or prior
to such date allocable to principal, computed in accordance with the actuarial
method, (ii) in the case of a Simple Interest Receivable, that portion of all
Scheduled Payments actually received on or prior to such date allocable to
principal, computed in accordance with the simple interest method, (iii) any
Warranty Purchase Payment or Administrative Purchase Payment with respect to
such Receivable allocable to principal and (iv) any Prepayments or other
payments applied to reduce the unpaid principal balance of such Receivable.

     "PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect to any Distribution
Date, the sum of the following amounts (i) in the case of (a) Precomputed
Receivables, the principal portion of all Scheduled Payments due during the
related Collection Period, computed in accordance with the actuarial method and
(b) Simple Interest Receivables, the principal portion of all Scheduled Payments
actually received during the related Collection Period, computed in accordance
with the simple interest method, (ii) the principal portion of all Prepayments,
and in the case of Simple Interest Receivables, partial prepayments, received
during such Collection Period (to the extent such amounts are not included in
clause (i) above) and (iii) the Principal Balance of each Receivable that became
an Administrative Receivable, a Warranty Receivable or a Defaulted Receivable
during such Collection Period (to the

                                       14
<PAGE>

     extent such amounts are not included in clauses (i) or (ii) above).

     "RATED SECURITIES" means each Class of Securities that has been rated by a
Rating Agency at the request of the Transferor.

     "RATING AGENCY" means Fitch, Moody's and Standard & Poor's.

     "RATING AGENCY CONDITION" means, with respect to any action, that each
Rating Agency shall have been given ten days' (or such shorter period as shall
be acceptable to each Rating Agency) prior notice thereof and that each Rating
Agency shall have notified the Transferor, the Servicer and the Trustees in
writing that such action will not result in a reduction or withdrawal of the
then current rating of the Rated Securities.

     "REBATE" means, with respect to a Precomputed Receivable and any date, the
rebate, calculated in accordance with the actuarial method, under such
Receivable that is or would be payable to the related Obligor for unearned
finance charges or any other charges rebatable to the Obligor if such Obligor
were to prepay such Receivable in full on such date.

     "RECEIVABLE" means any retail installment contract executed by an Obligor
in respect of a Financed Vehicle, and all proceeds thereof and payments
thereunder, which Receivables shall be identified in a Schedule of Receivables.

     "RECEIVABLE FILES" means the documents specified in Section 2.02.

     "RECEIVABLES PURCHASE AGREEMENT" means the receivables purchase agreement,
dated as of ____, 200_, between _____ and the Transferor, as amended or
supplemented from time to time.

     "RELEASED ADMINISTRATIVE AMOUNT" means, with respect to a Distribution Date
and to an Administrative Receivable, the Deferred Prepayment, if any, for such
Administrative Receivable.

     "RELEASED WARRANTY AMOUNT" means, with respect to a Distribution Date and
to a Warranty Receivable, the Deferred Prepayment, if any, for such Warranty
Receivable.

     "REQUIRED RATE" means the sum of the Class A-4 Interest Rate and the
Servicing Fee Rate.

     "REQUIRED DEPOSIT RATING" means the short-term credit rating of the related
entity is at least equal to Prime-1 by Moody's and A-1+ by Standard & Poor's.

     "REQUIRED SERVICER RATING" means, with respect to the Servicer, that the
then short-term unsecured debt obligations of the Servicer are rated at least
equal to Prime-1 by Moody's, A-1 by Standard & Poor's and F1 by Fitch.

                                       15
<PAGE>

     "RESERVE FUND" means the account designated as such, and established and
maintained pursuant to Section 4.01.

     "RESERVE FUND INITIAL DEPOSIT" means the initial deposit of cash in the
amount of $______________ made by the Transferor into the Reserve Fund on the
Closing Date.

     "RESERVE FUND PROPERTY" means, the Reserve Fund Initial Deposit and all
proceeds thereof and all other amounts deposited in or credited to the Reserve
Fund from time to time under this Agreement, all Permitted Investments made with
amounts on deposit therein, all earnings and distributions thereon and proceeds
thereof.

     "RESPONSIBLE OFFICER" means, in the case of the Indenture Trustee, any
officer within the Corporate Trust Office of the Indenture Trustee, including
any Principal, Managing Director, Vice President, assistant Vice President,
assistant treasurer, assistant secretary or any other officer of the Indenture
Trustee 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, with respect to
the Owner Trustee, any officer in the Corporate Trust Administration Department
of the Owner Trustee with direct responsibility for the administration of the
Trust Agreement and the Basic Documents on behalf of the Owner Trustee.

     "RETAIL INSTALLMENT CONTRACTS" means retail installment sale and
conditional sale contracts.

     "RULE OF 78s RECEIVABLE" means any Receivable which provides for the
allocation of payments according to the "sum of periodic balances" or "sum of
monthly payments" method.

     "SCHEDULE OF RECEIVABLES" means the schedule of Receivables attached as
Schedule A to this Agreement, as it may be amended from time to time.

     "SCHEDULED PAYMENT" means, with respect to any Distribution Date and to a
Receivable, the payment set forth in such Receivable as due from the Obligor in
the related Collection Period; provided, however, that in the case of the first
Collection Period, the Scheduled Payment shall include all such payments due
from the Obligor on or after the Cutoff Date.

     "SCHEDULED SURPLUS" means, with respect to any Distribution Date for any
Receivable having an APR which exceeds the Required Rate, the product of (i) the
interest portion of the related Scheduled Payment (determined in accordance with
the actuarial method if such Receivable is a Precomputed Receivable) and (ii)
the remainder of (a) one minus (b) a fraction, the numerator of which equals the
Required Rate and the denominator of which equals such APR.

     "SECURED OBLIGATIONS" means collectively, the payments to Securityholders
pursuant to Section 8.02 of the Indenture and Section 5.02 of the Trust
Agreement.

     "SECURITIES" means the Notes and the Trust Certificates.

                                       16
<PAGE>

     "SECURITY ENTITLEMENT" shall have the meaning specified in Section
8-102(a)(17) of the UCC.

     "SECURITYHOLDERS" means the Noteholders and the Certificateholders.

     "SERVICER" means ____, in its capacity as servicer of the Receivables
pursuant to this Agreement, and each successor thereto (in the same capacity)
pursuant to Section 6.03.

     "SERVICER DEFAULT" shall have the meaning specified in Section 7.01.

     "SERVICER LETTER OF CREDIT" means, if the Servicer desires to remit
collections on or in respect of the Receivables to the Collection Account on a
monthly basis upon satisfaction of the conditions described in Section
4.02(b)(ii), (i) an irrevocable letter of credit, issued by a Letter of Credit
Bank and naming the Indenture Trustee a beneficiary or (ii) a surety bond,
insurance policy or deposit of cash or securities satisfactory to the Indenture
Trustee, in each case, which is satisfactory to each Rating Agency.

     "SERVICER'S CERTIFICATE" means an Officers' Certificate of the Servicer
delivered pursuant to Section 3.10, substantially in the form of Exhibit B.

     "SERVICING FEE RATE" means 1.00% per annum.

     "SIMPLE INTEREST ADVANCE" shall have the meaning specified in Section
4.04(a).

     "SIMPLE INTEREST RECEIVABLE" means any Receivable which provides for the
allocation of payments according to the "simple interest" method.

     "SPECIFIED RESERVE FUND BALANCE" means, with respect to any Distribution
Date $_________.

     "STANDARD & POOR'S" means Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies, Inc., or its successors.

     "SUCCESSOR SERVICER" means any entity appointed as a successor to the
Servicer pursuant to Section 7.02.

     "SUPPLEMENTAL SERVICING FEE" means any interest earned on investment of the
monies on deposit in the Accounts (other than the Yield Supplement Account and
the Reserve Fund) during a Collection Period, net of any investment expenses and
losses from such investments, plus all late fees, prepayment charges and other
administrative fees and expenses or similar charges allowed by applicable law
with respect to the Receivables, including, in the case of a Rule of 78s
Receivable and that is prepaid in full, the difference between the Principal
Balance of a Rule of 78s Receivable, minus the Principal Balance of such
Receivable computed according to the actuarial method (plus accrued interest to
the date of prepayment), received by the Servicer during such Collection Period.

                                       17
<PAGE>

     "TOTAL SERVICING FEE" means the sum of the Basic Servicing Fee and the
Supplemental Servicing Fee.

     "TRANSFEROR" means PASS, in its capacity as Transferor of the Receivables
under this Agreement, and each successor thereto (in the same capacity) pursuant
to Section 5.03.

     "TRUST" means the Issuer.

     "TRUST AGREEMENT" means the trust agreement, dated as of_________, as
amended and restated, dated as of________, between the Depositor and the Owner
Trustee.

     "TRUST FEES AND EXPENSES" means all accrued and unpaid Trustees' fees, any
amounts due to the Trustees for reimbursement of expenses or in respect of
indemnification and other administrative fees of the Trust.

     "TRUSTEE" means either the Owner Trustee or the Indenture Trustee, as the
context requires.

     "TRUSTEES" means the Owner Trustee and the Indenture Trustee.

     "UCC" means the Uniform Commercial Code as in effect in the respective
jurisdiction.

     "UNITED STATES" means the United States of America.

     "VICE PRESIDENT" of any Person means any vice president of such Person,
whether or not designated by a number or words before or after the title "Vice
President", who is a duly elected officer of such Person.

     "WARRANTY PURCHASE PAYMENT" means, with respect to a Distribution Date and
to a Warranty Receivable repurchased by the Transferor as of the end of the
related Collection Period, which Receivable is (i) a Precomputed Receivable, (a)
the sum of (1) all Scheduled Payments on such Receivable due after the last day
of such Collection Period, (2) all past due Scheduled Payments for which an
Advance has not been made, (3) all Outstanding Advances made in respect of such
Receivable and (4) an amount equal to any reimbursement of Outstanding Advances
made pursuant to the first sentence of Section 4.04(c) with respect to such
Receivable minus (b) the sum of (1) all Payments Ahead in respect of such
Warranty Receivable held by the Servicer or on deposit in the Payahead Account,
(2) any Rebate and (3) any proceeds of the liquidation of such Receivable
previously received (to the extent applied to reduce the Principal Balance of
such Receivable) or (ii) a Simple Interest Receivable, the sum of (a) the unpaid
principal balance owed by the related Obligor in respect of such Receivable and
(b) interest on such unpaid principal balance at a rate equal to the APR of the
related Receivable to the last day of such Collection Period.

     "WARRANTY RECEIVABLE" means a Receivable which the Transferor is required
to repurchase pursuant to Section 2.04.

                                       18
<PAGE>

     "YIELD SUPPLEMENT ACCOUNT" means the account designated as such, and
established and maintained pursuant to Section 4.01.

     "YIELD SUPPLEMENT ACCOUNT DEPOSIT" means the initial deposit of cash in the
amount of $_____________ made by the Transferor into the Yield Supplement
Account on the Closing Date.

     "YIELD SUPPLEMENT AMOUNT" means, with respect to any Collection Period and
the related Deposit Date, the aggregate amount by which one month's interest on
the Principal Balance as of the first day of such Collection Period of each
Discount Receivable (other than a Discount Receivable that is a Defaulted
Receivable) at a rate equal to the Required Rate, exceeds one month's interest
on such Principal Balance at the APR of each such Receivable.

     "YIELD SUPPLEMENT WITHDRAWAL AMOUNT" means, with respect to any Collection
Period and the related Deposit Date, the sum of (i) the Yield Supplement Amount
and (ii) after giving effect to the withdrawal of the Yield Supplement Amount,
the amount by which the amount on deposit in the Yield Supplement Account
exceeds the Maximum Yield Supplement Amount.

     Section 1.02. OTHER DEFINITIONAL PROVISIONS.

     (a) Capitalized terms used herein that are not otherwise defined herein
shall have the meanings ascribed thereto in the Indenture.

     (b) All terms defined in this Agreement shall have the defined meanings
when used in any certificate or other document made or delivered pursuant hereto
unless otherwise defined therein.

     Section 1.03. INTERPRETIVE PROVISIONS.

     (a) For all purposes of this Agreement, except as otherwise expressly
provided or unless the context otherwise requires, (i) terms used herein
include, as appropriate, all genders and the plural as well as the singular,
(ii) references to words such as "herein", "hereof" and the like shall refer to
this Agreement as a whole and not to any particular part, article or section
within this Agreement, (iii) references to a section such as "Section 1.01" and
the like shall refer to the applicable section of this Agreement, (iv) the term
"include" and all variations thereof shall mean "include without limitation",
(v) the term "or" shall include "and/or", and (vi) the term "proceeds" shall
have the meaning set forth in the applicable UCC.

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

                                       19
<PAGE>

                                  Article Two

             CONVEYANCE OF RECEIVABLES; CUSTODY OF RECEIVABLES FILES

     Section 2.01. CONVEYANCE OF RECEIVABLES.

     (a) In consideration of the Issuer's delivery to or upon the order of the
Transferor of the Certificates and $__________, less an amount equal to the
Reserve Fund Initial Deposit to be deposited to the Reserve Fund and the Yield
Supplement Account Deposit to be deposited to the Yield Supplement Account, each
on the Closing Date, the Transferor does hereby sell, transfer, assign, set over
and otherwise convey to the Issuer, without recourse (subject to the obligations
of the Transferor set forth herein), all right, title and interest of the
Transferor in, to and under:

          (i) the Receivables and all monies due thereon or paid thereunder or
     in respect thereof (including proceeds of the repurchase of Receivables by
     the Transferor pursuant to Section 2.04 or 8.01 or the purchase of
     Receivables by the Servicer pursuant to Section 3.08 or 8.01) on or after
     the Cutoff Date;

          (ii) the security interests in the Financed Vehicles;

          (iii) any proceeds of any physical damage insurance policies covering
     the Financed Vehicles and in any proceeds of any credit life or credit
     disability insurance policies relating to the Receivables or the Obligors;

          (iv) any proceeds of Dealer Recourse;

          (v) the Receivables Purchase Agreement, but not the obligations of the
     Transferor thereunder;

          (vi) the right to realize upon any property (including the right to
     receive future Liquidation Proceeds) that shall have secured a Receivable
     and have been repossessed by or on behalf of the Issuer;

          (vii) all funds on deposit from time to time in the Accounts,
     including the Reserve Fund Initial Deposit and the Yield Supplement Account
     Deposit, and in all investment income and proceeds thereof;

          (viii) any Servicer Letter of Credit; and

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

     (b) The parties hereto intend that the conveyance hereunder be a sale. In
the event that the conveyance hereunder is not for any reason considered a sale,
the Transferor hereby grants to the Issuer a first priority perfected security
interest in all of its right, title and interest in, to and under the
Receivables, and all other property conveyed hereunder and all proceeds of any
of the foregoing. The parties hereto intend that this Agreement constitute a
security agreement under applicable law. Such grant is made to secure the
payment of all amounts payable hereunder.

                                       20
<PAGE>

     Section 2.02. CUSTODY OF RECEIVABLE FILES. To assure uniform quality in
servicing the Receivables and to reduce administrative costs, the Issuer hereby
revocably appoints the Servicer, and the Servicer accepts such appointment, to
act for the benefit of the Issuer and the Indenture Trustee as custodian of the
following documents or instruments which are hereby constructively delivered to
the Indenture Trustee, as pledgee of the Issuer, as of the Closing Date with
respect to each Receivable:

          (a) the fully executed original of the Receivable;

          (b) documents evidencing or related to any Insurance Policy;

          (c) the original credit application of each Obligor, fully executed by
     such Obligor;

          (d) the original certificate of title (or evidence that such
     certificate of title has been applied for) or such documents that the
     Servicer shall keep on file, in accordance with its customary procedures,
     evidencing the security interest in the related Financed Vehicle; and

          (e) any and all other documents that the Transferor or the Servicer,
     as the case may be, shall keep on file, in accordance with its customary
     procedures, relating to such Receivable or the related Obligor or Financed
     Vehicle.

     Section 2.03. REPRESENTATIONS AND WARRANTIES OF TRANSFEROR AS TO THE
RECEIVABLES. The Transferor makes the following representations and warranties
as to the Receivables on which the Issuer shall rely in acquiring the
Receivables. Such representations and warranties speak as of the execution and
delivery of this Agreement and as of the Closing Date, but shall survive the
sale, transfer and assignment of the Receivables to the Issuer and the pledge
thereof to the Indenture Trustee.

          (a) CHARACTERISTICS OF RECEIVABLES. Each Receivable (i) shall have
     been originated in the United States by a Dealer for the retail sale of the
     related Financed Vehicle in the ordinary course of such Dealer's business,
     shall have been fully and properly executed by the parties thereto, shall
     have been purchased by the Originator from such Dealer under an existing
     agreement with the Originator, shall have been validly assigned by such
     Dealer to the Originator in accordance with the terms of such agreement and
     shall have been subsequently sold by the Originator to the Transferor
     pursuant to the Receivables Purchase Agreement, (ii) shall have created or
     shall create a valid, subsisting and enforceable first priority security
     interest in favor of the Originator in the related Financed Vehicle, which
     security interest has been assigned by the Originator to the Transferor and
     shall be assignable, and shall be so assigned, by the Transferor to the
     Owner Trustee, (iii) shall contain customary and enforceable provisions
     such that the rights and remedies of the holder thereof shall be adequate
     for realization against the collateral of the benefits of the security,
     (iv) shall, except as otherwise provided in this Agreement, provide for
     level Monthly Payments (provided that the payment in the first or last
     month in the life of the Receivable may be minimally different from the
     level

                                       21
<PAGE>

     payment) that fully amortize the Amount Financed over its original term and
     shall provide for a finance charge or shall yield interest at its APR, (v)
     shall provide for, in the event that such Receivable is prepaid, a
     prepayment that fully pays the Principal Balance and includes accrued but
     unpaid interest at least through the date of prepayment in an amount
     calculated by using an interest rate at least equal to its APR, (vi) shall
     have an Obligor that is not a federal, state or local governmental entity
     and (vii) is a retail installment contract.

          (b) SCHEDULE OF RECEIVABLES. The information set forth in the Schedule
     of Receivables shall be true and correct in all material respects as of the
     opening of business on the Cutoff Date, and no selection procedures
     believed to be adverse to the Securityholders were utilized in selecting
     the Receivables from those motor vehicle receivables of the Originator
     which met the selection criteria set forth in this Agreement.

          (c) COMPLIANCE WITH LAW. Each Receivable and each sale of the related
     Financed Vehicle shall have complied at the time it was originated or made,
     and shall comply at the time of execution of this Agreement, in all
     material respects with all requirements of applicable federal, state and
     local laws, and regulations thereunder, including usury laws, the Federal
     Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit
     Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection
     Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty
     Act, Federal Reserve Board Regulations B and Z, state adaptations of the
     National Consumer Act and of the Uniform Consumer Credit Code and other
     consumer credit, equal credit opportunity and disclosure laws.

          (d) BINDING OBLIGATION. Each Receivable shall constitute the genuine,
     legal, valid and binding payment obligation in writing of the related
     Obligor, enforceable by the holder thereof in accordance with its terms,
     except as enforceability may be subject to or limited by bankruptcy,
     insolvency, reorganization, moratorium, liquidation or other similar laws
     affecting the enforcement of creditors' rights in general and by general
     principles of equity, regardless of whether such enforceability shall be
     considered in a proceeding in equity or at law.

          (e) NO BANKRUPT OBLIGORS. According to the records of the Transferor,
     as of the Cutoff Date, no Obligor is the subject of a bankruptcy
     proceeding.

          (f) SECURITY INTEREST IN FINANCED VEHICLES. According to the records
     of the Transferor, as of the Cutoff Date, no Financed Vehicle has been
     repossessed and not reinstated and immediately prior to the sale,
     assignment and transfer thereof, each Receivable shall be secured by a
     validly perfected first priority security interest in the related Financed
     Vehicle in favor of the Originator as secured party or all necessary and
     appropriate action with respect to such Receivable shall have been taken to
     perfect a first priority security interest in such Financed Vehicle in
     favor of the Originator as secured party.

                                       22
<PAGE>

          (g) RECEIVABLES IN FORCE. No Receivable shall have been satisfied,
     subordinated or rescinded, nor shall any Financed Vehicle have been
     released in whole or in part from the lien granted by the related
     Receivable.

          (h) NO WAIVERS. No provision of a Receivable shall have been waived in
     such a manner that such Receivable fails to meet all of the other
     representations and warranties made by the Transferor herein with respect
     thereto.

          (i) NO AMENDMENTS. No Receivable shall have been amended or modified
     in such a manner that the total number of Scheduled Payments has been
     increased or that the related Amount Financed has been increased or that
     such Receivable fails to meet all of the other representations and
     warranties made by the Transferor herein with respect thereto.

          (j) NO DEFENSES. No facts shall be known to the Transferor which would
     give rise to any right of rescission, setoff, counterclaim or defense, nor
     shall the same have been asserted or threatened, with respect to any
     Receivable.

          (k) NO LIENS. To the knowledge of the Transferor, no liens or claims
     shall have been filed, including liens for work, labor or materials
     relating to a Financed Vehicle, that shall be liens prior to, or equal or
     coordinate with, the security interest in such Financed Vehicle granted by
     the related Receivable.

          (l) NO DEFAULTS. Except for payment defaults that, as of the Cutoff
     Date, have been continuing for a period of not more than 30 days, no
     default, breach, violation or event permitting acceleration under the terms
     of any Receivable shall have occurred as of the Cutoff Date and no
     continuing condition that with notice or the lapse of time would constitute
     a default, breach, violation or event permitting acceleration under the
     terms of any Receivable shall have arisen; and the Transferor shall not
     have waived any of the foregoing except as otherwise permitted hereunder.

          (m) INSURANCE. Pursuant to the Receivables, each Obligor has been
     required to obtain physical damage insurance covering the related Financed
     Vehicle and the Obligor is required under the terms of the related
     Receivable to maintain such insurance.

          (n) TITLE. It is the intention of the Transferor that the transfer and
     assignment herein contemplated, taken as a whole, constitute a sale of the
     Receivables from the Transferor to the Issuer and that the beneficial
     interest in and title to the Receivables not be part of the debtor's estate
     in the event of the filing of a bankruptcy petition by or against the
     Transferor under any bankruptcy law. No Receivable has been sold,
     transferred, assigned or pledged by the Transferor to any Person other than
     the Issuer, and no provision of a Receivable shall have been waived, except
     as provided in clause (h) above; immediately prior to the transfer and
     assignment herein contemplated, the Transferor had good and marketable
     title to each Receivable free and clear of all Liens and

                                       23
<PAGE>

     rights of others; immediately upon the transfer and assignment thereof, the
     Issuer shall have good and marketable title to each Receivable, free and
     clear of all Liens and rights of others; and the transfer and assignment
     herein contemplated has been perfected under the UCC.

          (o) LAWFUL ASSIGNMENT. No Receivable shall have been originated in, or
     shall be subject to the laws of, any jurisdiction under which the sale,
     transfer and assignment of such Receivable under this Agreement or pursuant
     to a transfer of the Securities shall be unlawful, void or voidable.

          (p) ALL FILINGS MADE. All filings (including UCC filings) necessary in
     any jurisdiction to give the Issuer a first priority perfected security
     interest in the Receivables, and to give the Indenture Trustee a first
     priority perfected security interest therein, shall have been made.

          (q) ONE ORIGINAL. There shall be only one original executed copy of
     each Receivable.

          (r) CHATTEL PAPER. Each Receivable constitutes "chattel paper" as
     defined in the UCC.

          (s) MATURITY OF RECEIVABLES. Each Receivable shall have an original
     maturity of not less than __ months nor greater than __ months and, as of
     the Cutoff Date, a remaining maturity of not less than _ months nor greater
     than __ months.

          (t) FINANCE CHARGE. Each Receivable provides for the payment of a
     finance charge calculated on the basis of an ----------------------- APR
     ranging from ___% to ____%.

          (u) PRINCIPAL BALANCE. Each Receivable had an original principal
     balance of not less than $____ nor more than $______ and an average unpaid
     principal balance, as of the Cutoff Date, of $_____.

          (v) ORIGINATION. Each Receivable was originated on or before _______,
     200_.

          (w) NO OVERDUE PAYMENTS. No Receivable shall have a Scheduled Payment
     that is more than 30 days past due as of the Cutoff Date.

          (x) LOCATION OF RECEIVABLE FILES. Each Receivable File shall be kept
     at one of the locations listed in Schedule B hereto.

          (y) FINANCED VEHICLES. Each Financed Vehicle shall be a new or used
     motor vehicle.

          (z) ADDRESSES OF OBLIGORS. The Obligor under each Receivable had a
     current billing address in the United States as of the Cutoff Date.

     Section 2.04. REPURCHASE OF RECEIVABLES UPON BREACH. Upon discovery by the
Transferor, the Servicer or the Owner Trustee or upon the actual knowledge of
the Indenture Trustee of a breach of any of the representations and warranties
of the Transferor set forth in Section 2.03 that

                                       24
<PAGE>

materially and adversely affects the interests of the Issuer, the Trustees or
the Securityholders in any Receivable, the party discovering such breach shall
give prompt written notice to the others. As of the last day of the second
Collection Period following the Collection Period in which it discovers or
receives notice of such breach (or, at the Transferor's election, the last day
of the first Collection Period following the Collection Period in which it
discovers or receives notice of such breach), the Transferor shall, unless such
breach shall have been cured in all material respects, repurchase such
Receivable, and, if necessary, the Transferor shall enforce the obligation of
the Originator under the Receivables Purchase Agreement to repurchase such
Receivable from the Transferor. This repurchase obligation shall apply to all
representations and warranties of the Transferor contained in Section 2.03
whether or not the Transferor has knowledge of the breach at the time of the
breach or at the time the representations and warranties were made. In
consideration of the repurchase of any such Receivable, on the related Deposit
Date, the Transferor shall remit the Warranty Purchase Payment in respect of
such Receivable to the Collection Account in the manner specified in Section
4.05 and shall be entitled to receive the Released Warranty Amount. In the event
that, as of the date of execution and delivery of this Agreement, any Liens or
claims shall have been filed, including Liens for work, labor or materials
relating to a Financed Vehicle, that shall be prior to, or equal or coordinate
with, the lien granted by the related Receivable, which Liens or claims shall
not have been satisfied or otherwise released in full as of the Closing Date,
and such breach materially and adversely affects the interests of the Issuer,
the Trustees or the Securityholders in such Receivable, the Transferor shall
repurchase such Receivable on the terms and in the manner specified above. Upon
any such repurchase, the Issuer shall, without further action, be deemed to
transfer, assign, set-over and otherwise convey to the Transferor, all right,
title and interest of the Issuer in, to and under such repurchased Receivable,
all monies due or to become due with respect thereto and all proceeds thereof.
The Issuer and the Trustees shall execute such documents and instruments of
transfer and assignment and take such other actions as shall be reasonably
requested by the Transferor to effect the conveyance of such Receivable pursuant
to this Section. The sole remedy of the Issuer, the Trustees and the
Securityholders with respect to a breach of the Transferor's representations and
warranties pursuant to Section 2.03 or with respect to the existence of any such
Liens or claims shall be to require the Transferor to repurchase the related
Receivable pursuant to this Section and to enforce the Originator's obligation
to repurchase such Receivables from the Transferor pursuant to the Receivables
Purchase Agreement. Neither the Owner Trustee nor the Indenture Trustee shall
have any duty to conduct an affirmative investigation as to the occurrence of
any condition requiring the repurchase of any Receivable pursuant to Section
2.04 or the eligibility of any Receivables for purposes of this Agreement.

     Section 2.05. DUTIES OF SERVICER AS CUSTODIAN.

     (a) SAFEKEEPING. The Servicer, in its capacity as custodian, shall hold the
Receivable Files for the benefit of the Issuer and maintain such accurate and
complete accounts, records and computer systems pertaining to each Receivable
File as shall enable the Issuer to comply with this Agreement. In performing its
duties as custodian, the Servicer shall act with reasonable care, using that
degree of skill and attention that it exercises with respect to the receivable
files of comparable motor vehicle receivables that the Servicer services for
itself or others. The Servicer

                                       25
<PAGE>

shall conduct, or cause to be conducted, periodic examinations of the files of
all receivables owned or serviced by it which shall include the Receivable Files
held by it under this Agreement, and of the related accounts, records and
computer systems, in such a manner as shall enable the Issuer or the Indenture
Trustee to verify the accuracy of the Servicer's record keeping. The Servicer
shall promptly report to the Issuer and the Indenture Trustee any failure on its
part to hold the Receivable Files and maintain its accounts, records and
computer systems as herein provided and promptly take appropriate action to
remedy any such failure. Nothing herein shall be deemed to require an initial
review or any periodic review of the Receivable Files by the Issuer or the
Indenture Trustee.

     (b) MAINTENANCE OF AND ACCESS TO RECORDS. The Servicer shall maintain each
Receivable File solely in its capacity as Servicer at one of its offices
specified in Schedule B hereto or at such other office as shall be specified to
the Issuer and the Indenture Trustee by 30 days' prior written notice. The
Servicer shall make available to the Issuer and the Indenture Trustee or its
duly authorized representatives, attorneys or auditors the Receivable Files and
the related accounts, records and computer systems maintained by the Servicer at
such times as the Issuer and the Indenture Trustee shall reasonably instruct.

     (c) RELEASE OF DOCUMENTS. Upon instruction from the Indenture Trustee, the
Servicer shall release any document in the Receivable Files to the Indenture
Trustee or its agent or designee, as the case may be, at such place or places as
the Indenture Trustee may designate, as soon as practicable. The Servicer shall
not be responsible for any loss occasioned by the failure of the Indenture
Trustee to return any document or any delay in doing so.

     Section 2.06. INSTRUCTIONS; AUTHORITY TO ACT. The Servicer shall be deemed
to have received proper instructions with respect to the Receivable Files upon
its receipt of written instructions signed by a Responsible Officer of the
Indenture Trustee. A certified copy of a bylaw or of a resolution of the board
of directors of the Indenture Trustee shall constitute conclusive evidence of
the authority of any such Responsible Officer to act and shall be considered in
full force and effect until receipt by the Servicer of written notice to the
contrary given by the Indenture Trustee.

     Section 2.07. INDEMNIFICATION BY CUSTODIAN. The Servicer, as custodian of
the Receivable Files, shall fully indemnify and hold harmless the Issuer and the
Trustees for any and all liabilities, obligations, losses, compensatory damages,
payments, costs or expenses of any kind whatsoever that may be imposed on,
incurred or asserted against the Issuer and the Trustees as the result of any
improper act or omission in any way relating to the maintenance and custody of
the Receivable Files by the Servicer, as custodian; provided, however, that the
Servicer shall not be liable for any portion of any such amount resulting from
the willful misfeasance, bad faith or negligence of the Owner Trustee or the
Indenture Trustee.

     Section 2.08. EFFECTIVE PERIOD AND TERMINATION. The Servicer's appointment
as custodian of the Receivable Files shall become effective as of the Cutoff
Date and shall continue in full force and effect until terminated pursuant to
this Section. If the Servicer shall resign as Servicer pursuant to Section 6.05
or if all of the rights and obligations of the Servicer have been terminated

                                       26
<PAGE>

pursuant to Section 7.02, the appointment of the Servicer as custodian of the
Receivable Files shall be terminated by the Indenture Trustee or by the Holders
of Notes evidencing not less than 25% of the Outstanding Amount of the Notes or,
with the consent of Holders of the Notes evidencing not less than 25% of the
Outstanding Amount of the Notes, by the Owner Trustee, in the same manner as the
Indenture Trustee or such Holders may terminate the rights and obligations of
the Servicer under Section 7.01. The Indenture Trustee or, with the consent of
the Indenture Trustee, the Owner Trustee may terminate the Servicer's
appointment as custodian of the Receivable Files with cause at any time
immediately upon written notification to the Servicer and, without cause, upon
30 days' prior written notification by the Servicer. As soon as practicable
after any termination of such appointment, the Servicer shall deliver the
Receivable Files to the Indenture Trustee or its agent at such place or places
as the Indenture Trustee may reasonably designate. Notwithstanding the
termination of the Servicer as custodian of the Receivable Files, the Indenture
Trustee agrees that upon any such termination, the Indenture Trustee shall
provide, or cause its agent to provide, access to the Receivable Files to the
Servicer for the purpose of carrying out its duties and responsibilities with
respect to the servicing of the Receivables pursuant to this Agreement.

                                       27
<PAGE>

                                 Article Three

                   ADMINISTRATION AND SERVICING OF RECEIVABLES

     Section 3.01. DUTIES OF SERVICER. The Servicer, for the benefit of the
Issuer (to the extent provided herein), shall manage, service, administer and
make collections on the Receivables (other than Administrative Receivables and
Warranty Receivables) with reasonable care, using that degree of skill and
attention that the Servicer exercises with respect to all comparable motor
vehicle receivables that it services for itself or others. The Servicer's duties
shall include collection and posting of all payments, responding to inquiries of
Obligors or by federal, state or local government authorities with respect to
the Receivables, investigating delinquencies, sending payment coupons to
Obligors, reporting tax information to Obligors in accordance with its customary
practices, policing the collateral, accounting for collections and furnishing
monthly and annual statements to the Trustees with respect to distributions,
generating federal income tax information, making Advances and performing the
other duties specified herein. The Servicer shall follow its customary
standards, policies and procedures and shall have full power and authority,
acting alone, to do any and all things in connection with such managing,
servicing, administration and collection that it may deem necessary or
desirable. Without limiting the generality of the foregoing, the Servicer shall
be authorized and empowered to execute and deliver, on behalf of itself, the
Issuer, the Trustees, the Securityholders or any of them, any and all
instruments of satisfaction or cancellation, or of partial or full release or
discharge and all other comparable instruments, with respect to the Receivables
and the Financed Vehicles. The Servicer is hereby authorized to commence, in its
own name or in the name of the Issuer, a legal proceeding to enforce a Defaulted
Receivable pursuant to Section 3.04 or to commence or participate in a legal
proceeding (including without limitation a bankruptcy proceeding) relating to or
involving a Receivable, including a Defaulted Receivable. If the Servicer
commences or participates in such a legal proceeding in its own name, the Issuer
shall thereupon be deemed to have automatically assigned, solely for the purpose
of collection on behalf of the party retaining an interest in such Receivable,
such Receivable and the other property conveyed to the Issuer pursuant to
Section 2.01 with respect to such Receivable to the Servicer for purposes of
commencing or participating in any such proceeding as a party or claimant, and
the Servicer is authorized and empowered by the Issuer to execute and deliver in
the Servicer's name any notices, demands, claims, complaints, responses,
affidavits or other documents or instruments in connection with any such
proceeding. If in any enforcement suit or legal proceeding it shall be held that
the Servicer may not enforce a Receivable on the grounds that it shall not be a
real party in interest or a holder entitled to enforce such Receivable, the
Owner Trustee shall, at the Servicer's expense and written direction, take steps
to enforce such Receivable, including bring suit in its name or the name of the
Owner Trustee, the Indenture Trustee, the Noteholders or the Certificateholders.
The Owner Trustee shall furnish the Servicer with any powers of attorney and
other documents and take any other steps which the Servicer may deem necessary
or appropriate to enable the Servicer to carry out its servicing and
administrative duties hereunder.

     Section 3.02. COLLECTION OF RECEIVABLE PAYMENTS. The Servicer shall make
reasonable efforts to collect all payments called for under the terms and
provisions of the Receivables as and when the same shall become due, and shall
follow such collection procedures as it follows with respect to

                                       28
<PAGE>

all comparable motor vehicle receivables that it services for itself or others.
The Servicer shall be authorized to grant extensions, rebates or adjustments on
a Receivable without the prior consent of the Owner Trustee. If, as a result of
the extending of payments in accordance with the customary servicing standards
of the Servicer, any Receivable will be outstanding later than the Final
Scheduled Maturity Date occurs, the Servicer shall be obligated to repurchase
such Receivable pursuant to Section 3.08. In addition, in the event that any
such rescheduling or extension of a Receivable modifies the terms of such
Receivable in such a manner as to constitute a cancellation of such Receivable
and the creation of a new motor vehicle receivable that results in a deemed
exchange thereof within the meaning of Section 1001 of the Code, the Servicer
shall purchase such Receivable pursuant to Section 3.08, and the receivable
created shall not be included in the Issuer. Notwithstanding the foregoing,
extensions or modifications of the payment schedule of a Receivable can be made
only in accordance with the customary servicing procedures of the Servicer,
provided that the amount of any extension fee charged in connection with the
extension of a Receivable is deposited into the Collection Account by the
Servicer in accordance with Section 4.05(a). The Servicer may, in accordance
with its customary servicing procedures, waive any prepayment charge, late
payment charge or any other fees that may be collected in the ordinary course of
servicing the Receivables.

     Section 3.03. REBATES ON FULL PREPAYMENTS. In the event that the amount of
a full Prepayment by an Obligor under a Precomputed Receivable, after adjustment
for the applicable Rebate, is less than the amount that would be payable under
the actuarial method if a full Prepayment were made at the end of the billing
month under such Precomputed Receivable, either because the Rebate calculated
under the terms of such Precomputed Receivable is greater than the amount
calculable under the actuarial method or because the Servicer's customary
servicing procedure is to credit a greater Rebate, the Servicer, as part of its
servicing duties, shall remit such difference to the Trust by deposit into the
Collection Account pursuant to Section 4.05(a).

     Section 3.04. REALIZATION UPON RECEIVABLES. On behalf of the Issuer, the
Servicer shall use its best efforts, consistent with its customary servicing
procedures, to repossess or otherwise comparably convert the ownership of any
Financed Vehicle that it has reasonably determined should be repossessed or
otherwise converted following a default under the Receivable secured by the
Financed Vehicle (and shall specify such Receivables to the Trustees no later
than the Determination Date following the end of the Collection Period in which
the Servicer shall have made such determination). The Servicer shall follow such
practices and procedures as it shall deem necessary or advisable and as shall be
customary and usual in its servicing of motor vehicle receivables, which
practices and procedures may include reasonable efforts to realize upon any
Dealer Recourse, selling the related Financed Vehicle at public or private sale
and other actions by the Servicer in order to realize upon such a Receivable.
The Servicer shall be entitled to recover its reasonable Liquidation Expenses
with respect to each Defaulted Receivable. All Net Liquidation Proceeds realized
in connection with any such action with respect to a Receivable shall be
deposited by the Servicer in the Collection Account in the manner specified in
Section 4.02(a). The foregoing is subject to the proviso that, in any case in
which the Financed Vehicle shall have suffered damage, the Servicer shall not
expend funds in connection with any repair or towards the repossession of such
Financed Vehicle unless it shall determine in its discretion that

                                       29
<PAGE>

such repair and/or repossession shall increase the Liquidation Proceeds of the
related Receivable by an amount greater than the amount of such expenses.

     Section 3.05. MAINTENANCE OF PHYSICAL DAMAGE INSURANCE POLICIES. The
Servicer shall, in accordance with its customary servicing procedures and
underwriting standards, require that each Obligor shall have obtained physical
damage insurance covering each Financed Vehicle as of the origination of the
related Receivable.

     Section 3.06. MAINTENANCE OF SECURITY INTERESTS IN FINANCED VEHICLES. The
Servicer shall, in accordance with its customary servicing procedures and at its
own expense, take such steps as are necessary to maintain perfection of the
security interest created by each Receivable in the related Financed Vehicle.
The Servicer is hereby authorized to take such steps as are necessary to
reperfect such security interest on behalf of the Issuer in the event of the
relocation of a Financed Vehicle or for any other reason. In the event that the
assignment of a Receivable to the Issuer is insufficient, without a notation on
the related Financed Vehicle's certificate of title, to grant to the Issuer a
first priority perfected security interest in the related Financed Vehicle, the
Servicer hereby agrees to serve as the agent of the Issuer for the purpose of
perfecting the security interest of the Issuer in such Financed Vehicle and
agrees that the Servicer's listing as the secured party on the certificate of
title is solely in its capacity as agent of the Issuer.

     Section 3.07. COVENANTS OF SERVICER. The Servicer makes the following
covenants on which the Issuer shall rely in accepting the Receivables in trust
pursuant to Section 2.01:

          (a) LIENS IN FORCE. Except as otherwise contemplated by this
     Agreement, the Servicer shall not release in whole or in part any Financed
     Vehicle from the security interest securing the related Receivable.

          (b) NO IMPAIRMENT. The Servicer shall do nothing to impair the rights
     of the Issuer in the Receivables.

          (c) NO AMENDMENTS. Subject to Section 3.02, the Servicer shall not
     amend or otherwise modify any Receivable such that the total number of
     Scheduled Payments is extended beyond the Final Scheduled Maturity Date, or
     either the Amount Financed or the APR is altered.

     Section 3.08. PURCHASE OF RECEIVABLES UPON BREACH. Upon discovery by the
Transferor, the Servicer or the Owner Trustee or upon the actual knowledge of
the Indenture Trustee of a breach of any of the covenants of the Servicer set
forth in Section 3.07 that materially and adversely affects the interests of the
Issuer, the Trustees or the Securityholders in any Receivable, or if an improper
extension, rescheduling or modification of a Receivable is made by the Servicer
as described in Section 3.02, the party discovering such breach shall give
prompt written notice to the others. As of the last day of the second Collection
Period following the Collection Period in which it discovers or receives notice
of such breach (or, at the Servicer's election, the last day of the first
Collection Period following the Collection Period in which it discovers or
receives notice of such breach), the Servicer shall, unless such breach or
impropriety shall have been cured in all material respects, purchase from the
Issuer such Receivable. In consideration of the

                                       30
<PAGE>

purchase of any such Receivable, on the related Deposit Date the Servicer shall
remit the Administrative Purchase Payment to the Collection Account in the
manner specified in Section 4.05, and shall be entitled to receive the Released
Administrative Amount. Upon such deposit of the Administrative Purchase Payment,
the Servicer shall for all purposes of this Agreement be deemed to have released
all claims for reimbursement of Outstanding Advances made in respect of such
Receivable. The sole remedy of the Issuer, the Trustees or the Securityholders
against the Servicer with respect to a breach pursuant to Section 3.02 or 3.07
shall be to require the Servicer to purchase the related Receivables pursuant to
this Section, except as otherwise provided in Section 6.02. Neither the Owner
Trustee nor the Indenture Trustee shall have any duty to conduct any affirmative
investigation as to the occurrence of any condition requiring the repurchase of
any Receivable pursuant to this Section.

     Section 3.09. TOTAL SERVICING FEE; PAYMENT OF CERTAIN EXPENSES BY SERVICER.
As compensation for the performance of its obligations hereunder, the Servicer
shall be entitled to receive on each Distribution Date the Total Servicing Fee.
The Basic Servicing Fee in respect of a Collection Period shall be calculated
based on a 360 day year comprised of twelve 30-day months. Except to the extent
otherwise provided herein, the Servicer shall be required to pay all expenses
incurred by it in connection with its activities under this Agreement (including
fees and disbursements of the Trustees and independent accountants, taxes
imposed on the Servicer, expenses incurred in connection with distributions and
reports to Securityholders and all other fees and expenses not expressly stated
under this Agreement to be for the account of the Securityholders).

     Section 3.10. SERVICER'S CERTIFICATE. On or before each Determination Date,
the Servicer shall deliver to the Trustees and each Rating Agency a Servicer's
Certificate containing all information necessary to make the distributions
required by Sections 4.06 and 4.07 in respect of the related Collection Period
and all information necessary for the Trustees to send statements to
Securityholders pursuant to Section 4.10. The Servicer shall also specify to the
Trustees, no later than the Determination Date following the last day of a
Collection Period as of which the Transferor shall be required to repurchase or
the Servicer shall be required to purchase a Receivable, the identity of any
such Receivable and the identity of any Receivable which the Servicer shall have
determined to be a Defaulted Receivable during such Collection Period.
Receivables purchased or to be purchased by the Servicer or the Transferor and
Receivables as to which the Servicer has determined during such Collection
Period to be Defaulted Receivables and with respect to which payment of the
Administrative Purchase Payment or Warranty Purchase Payment has been provided
from whatever source as of last day of such Collection Period shall be
identified by the Transferor's account number with respect to such Receivable
(as specified in the Schedule of Receivables).

     Section 3.11. ANNUAL STATEMENT AS TO COMPLIANCE; NOTICE OF DEFAULT.

     (a) The Servicer shall deliver to the Trustees and each Rating Agency, on
or before 90 days after the end of each fiscal year, commencing with the fiscal
year ended _____, 200_, an Officer's Certificate of the Servicer, stating that
(i) a review of the activities of the Servicer during the preceding 12-month
period ended ____ (or, if applicable, such shorter period in the

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<PAGE>

case of the first such Officer's Certificate) and of its performance under this
Agreement has been made under such officer's supervision, and (ii) to such
officer's knowledge, based on such review, the Servicer has fulfilled all its
obligations under this Agreement throughout such period, or, if there has been a
default in the fulfillment of any such obligation, specifying each such default
known to such officer and the nature and status thereof.

     (b) The Servicer shall deliver to the Trustees and each Rating Agency,
promptly after having obtained knowledge thereof, but in no event later than
five Business Days thereafter, an Officer's Certificate specifying the nature
and status of any event which with the giving of notice or lapse of time, or
both, would become a Servicer Default.

     Section 3.12. ANNUAL ACCOUNTANTS' REPORT. The Servicer shall cause a firm
of independent accountants (who may also render other services to the Servicer
or to the Transferor) to deliver to the Trustees on or before _____ of each
year, beginning with the ____ that is at least six months after the Closing
Date, a report with respect to the preceding 12-month period ended ______ (or,
if applicable, such shorter period in the case of the first such report) to the
effect that such accountants have examined certain records and documents
relating to the servicing of the Receivables under this Agreement (using
procedures specified in such report, which procedures shall be substantially in
compliance with generally accepted auditing standards and which procedure shall
be specified to the Trustees by the Servicer in writing; and the Trustees make
no independent inquiry or investigation as to, and shall have no obligation or
liability in respect of, the sufficiency, validity or correctness of such
procedures) and that nothing has come to their attention indicating that such
servicing has not been conducted in compliance with the customary servicing
procedures of the Servicer, including but not limited to the procedures set
forth in this Agreement, except for (i) such exceptions as such firm shall
believe to be immaterial and (ii) such other exceptions as shall be set forth in
such report. Such report shall also indicate that the firm is independent with
respect to the Transferor and the Servicer within the meaning of the Code of
Professional Ethics of the American Institute of Certified Public Accountants.

     Section 3.13. ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION REGARDING
RECEIVABLES. The Servicer shall provide to the Trustees reasonable access to the
documentation regarding the Receivables. The Servicer shall provide such access
to any Securityholder only in such cases where a Securityholder is required by
applicable statutes or regulations to review such documentation. In each case,
such access shall be afforded without charge but only upon reasonable request
and during normal business hours at the respective offices of the Servicer.
Nothing in this Section shall derogate from the obligation of the Servicer to
observe any applicable law prohibiting disclosure of information regarding the
Obligors, and the failure of the Servicer to provide access as provided in this
Section as a result of such obligation shall not constitute a breach of this
Section.

     Section 3.14. AMENDMENTS TO SCHEDULE OF RECEIVABLES. If the Servicer,
during a Collection Period, assigns to a Receivable an account number that
differs from the original account number identifying such Receivable on the
Schedule of Receivables, the Servicer shall deliver to the Transferor and the
Trustees on or before the Distribution Date relating to such Collection Period
an amendment to the Schedule of Receivables reporting the newly assigned account
number,

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<PAGE>

together with the old account number of each such Receivable. The first such
delivery of amendments to the Schedule of Receivables shall include monthly
amendments reporting account numbers appearing on the Schedule of Receivables
with the new account numbers assigned to such Receivables during any prior
Collection Period.

     Section 3.15. REPORTS TO SECURITYHOLDERS AND RATING AGENCIES.

     (a) At the expense of the Issuer, the Indenture Trustee shall provide to
any Note Owner and the Owner Trustee shall provide to any Certificateholder who
so requests in writing a copy of (i) any Servicer's Certificate, (ii) any annual
statement as to compliance described in Section 3.11(a), (iii) any annual
accountants' report described in Section 3.12, (iv) any statement to
Securityholder pursuant to Section 4.10, (v) the Trust Agreement, (vi) the
Indenture or (vii) this Agreement (without Exhibits). The Indenture Trustee or
the Owner Trustee, as applicable, may require such Securityholder or Note Owner
to pay a reasonable sum to cover the cost of the Trustee's complying with such
request.

     (b) The Servicer shall forward to each Rating Agency a copy of each (i)
Servicer's Certificate, (ii) annual statement as to compliance described in
Section 3.11(a), (iii) Officer's Certificate of the Servicer described in
Section 3.11(b), (iv) annual accountants' report pursuant to Section 3.12, (v)
statement to Securityholders pursuant to Section 4.10 and (vi) other report it
may receive pursuant to this Agreement, the Trust Agreement or the Indenture.

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<PAGE>

                                  Article Four

                          DISTRIBUTIONS; RESERVE FUND;
                          STATEMENTS TO SECURITYHOLDERS

     Section 4.01. ESTABLISHMENT OF ACCOUNTS.

     (a) The Servicer shall establish and maintain an Eligible Account with and
in the name of the Indenture Trustee for the benefit of (i) the Securityholders
(the "Collection Account"), (ii) the Noteholders (the "Note Distribution
Account"), (iii) the Noteholders (the "Reserve Fund"), (iv) the Securityholders
(the "Yield Supplement Account") and (v) the Securityholders (the "Payahead
Account"), in each case, bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the related Securityholders.
Except as otherwise provided in this Agreement, in the event that the Indenture
Trustee is no longer an Eligible Institution, the Servicer shall, with the
assistance of the Indenture Trustee as necessary, cause the Accounts to be moved
to an Eligible Institution.

     (b) To the extent permitted by applicable laws, rules and regulations, all
amounts held in (i) the Collection Account, the Note Distribution Account, the
Reserve Fund and the Yield Supplement Account shall be either invested by the
Indenture Trustee in Permitted Investments selected in writing by the Servicer
or maintained in cash and (ii) the Payahead Account shall be either invested by
the Indenture Trustee in investments defined in clause (vii) of the definition
of the term "Permitted Investments" selected in writing by the Servicer or
maintained in cash. Earnings on investment of funds in the Accounts (other than
the Yield Supplement Account and the Reserve Fund) (net of losses and investment
expenses) shall be paid to the Servicer as part of the Supplemental Servicing
Fee and any losses and investment expenses shall be charged against the funds on
deposit in the related Account.

          (i) Except as otherwise provided in Section 4.01(b), the Indenture
     Trustee shall possess all right, title and interest in all funds on deposit
     from time to time in the Accounts and in all proceeds thereof (including
     all income thereon) and all such funds, investments, proceeds and income
     shall be part of the Owner Trust Estate. The Accounts shall be under the
     sole dominion and control of the Indenture Trustee for the benefit of the
     Noteholders or the Securityholders, as the case may be.

          (ii) Notwithstanding anything else contained herein, the Servicer
     agrees that each Account and the Certificate Distribution Account will be
     established only with an Eligible Institution which agrees substantially as
     follows: (A) it will comply with Entitlement Orders related to such account
     issued by the Indenture Trustee without further consent by the Servicer;
     (B) until termination of this Agreement, it will not enter into any other
     agreement related to such account pursuant to which it agrees to comply
     with Entitlement Orders of any Person other than the Indenture Trustee; (C)
     all Account Property delivered or credited to it in connection with such
     account and all proceeds thereof will be promptly credited to such account;
     (D) it will treat all Account Property as Financial Assets; and (E) all
     Account Property will be physically delivered (accompanied


<PAGE>

     by any required endorsements) to, or credited to an account in the name of,
     the Eligible Institution maintaining the related Account in accordance with
     such Eligible Institution's customary procedures such that such Eligible
     Institution establishes a Security Entitlement in favor of the Indenture
     Trustee with respect thereto over which the Indenture Trustee (or such
     other Eligible Institution) has Control.

          (iii) The Servicer shall have the power, revocable by the Indenture
     Trustee or by the Owner Trustee with the consent of the Indenture Trustee,
     to instruct the Indenture Trustee to make withdrawals and payments from the
     Accounts for the purpose of permitting the Servicer or the Owner Trustee to
     carry out its respective duties hereunder or permitting the Indenture
     Trustee to carry out its duties under the Indenture.

     Section 4.02. COLLECTIONS.

     (a) The Servicer shall remit daily to the Collection Account all payments
received from or on behalf of the Obligors on or in respect of the Receivables
(other than, in the case of Precomputed Receivables, payments constituting
Payments Ahead) and all Net Liquidation Proceeds within two Business Days after
receipt thereof.

     (b) Notwithstanding the provisions of Section 4.02(a), so long as ______ is
acting as the Servicer, and subject to the conditions set forth below, the
Servicer may be permitted to make remittances of collections on a less frequent
basis than that specified in Section 4.02(a) upon compliance with the specific
terms and conditions set forth below in this Section and for so long as such
terms and conditions are fulfilled. Accordingly, notwithstanding the provisions
of Section 4.02(a), the Servicer will be permitted to remit such collections to
the Collection Account in immediately available funds no later than 9:00 A.M.,
Los Angeles time, on each Deposit Date but only for so long as (i)(A) the
Servicer shall be ____, (B) except as provided in clause (ii) below, the
short-term credit rating of the Servicer is at least equal to the Required
Servicer Rating by each Rating Agency and (C) no Servicer Default shall have
occurred and be continuing, provided, however, that immediately following the
non-compliance with clause (B) above or in the event that an event of the nature
specified in Section 7.01(c) has occurred (notwithstanding any period of grace
contained in such clause), the Servicer shall remit such collections to the
Collection Account on a daily basis within two Business Days of receipt thereof,
or (ii)(A) if the conditions specified in clause (i)(A) and (C) above are
satisfied, and (B) the Servicer shall have obtained (1) a Servicer Letter of
Credit issued by a depository institution or insurance company, as the case may
be, having a short-term credit rating at least equal to the Required Servicer
Rating and providing that the Indenture Trustee may draw thereon in the event
that the Servicer fails to deposit collections into the Collection Account on a
monthly basis or (2) a surety bond, insurance policy or other deposit of cash or
securities satisfactory to the Indenture Trustee and each Rating Agency;
provided that in connection with clause (ii) above, the Servicer provides to the
Indenture Trustee, from each Rating Agency for which the Servicer's then-current
short-term credit rating is not at least equal to the Required Servicer Rating
for such Rating Agency, a letter to the effect that the satisfaction of the
conditions in clause (ii) above and allowing the Servicer to make monthly
deposits will not result in a qualification, reduction or withdrawal of its
then-current rating of any Class of Notes and, if

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<PAGE>

applicable, an Officer's Certificate from the Servicer to the effect that the
Servicer's then-current short-term credit rating is at least equal to the
Required Servicer Rating from each other Rating Agency, if any; and, provided
further, that if the Servicer shall have obtained a Servicer Letter of Credit in
accordance with clause (ii) above, the Servicer shall be required to remit
collections to the Collection Account on each Business Day to the extent that
the aggregate amount of collections described in Section 4.02(a) and received
during such Collection Period exceeds the Servicer Letter of Credit Amount. The
Indenture Trustee shall not be deemed to have knowledge of any event or
circumstance under clause (i)(C) above that would require daily remittance by
the Servicer to the Collection Account unless a Responsible Officer has received
notice of such event or circumstance from the Transferor or the Servicer in an
Officer's Certificate, from Securityholders as provided in Section 7.01 or from
the Letter of Credit Bank. For purposes of this Article the phrase "payments
made on behalf of Obligors" shall mean payments made by Persons other than the
Transferor, the Servicer or the Letter of Credit Bank, if any.

     Any funds held by the Servicer which it determines are to be remitted (or
any of its own funds which the Transferor or the Servicer determines to pay to
the Letter of Credit Bank) in respect of a failure previously to remit
collections which failure resulted in a payment under the Servicer Letter of
Credit, if any, shall not be remitted to the Collection Account, but shall
instead be paid immediately and directly to the Letter of Credit Bank. Any such
payment to the Letter of Credit Bank shall be accompanied by a copy of the
Servicer's Certificate related to the previous failure to remit funds and an
Officer's Certificate which includes a statement identifying, by reference to
the items in such related Servicer's Certificate, each shortfall in Servicer
remittances to which such payment relates. The Servicer will also provide the
Indenture Trustee with copies of each such Servicer's Certificate and Officer's
Certificate delivered with any such payment to the Letter of Credit Bank.

     (c) The Servicer shall deposit all Payments Ahead in the Payahead Account
within two Business Days after receipt thereof, which Payments Ahead shall be
transferred to the Collection Account pursuant to Section 4.06(a)(i).
Notwithstanding the foregoing, so long as the Servicer is permitted to remit
collections to the Collection Account on a monthly basis pursuant to Section
4.02(b), the Servicer will not be required to deposit Payments Ahead in the
Payahead Account within two Business Days after receipt thereof but shall be
entitled to retain such Payments Ahead, without segregation from its other
funds, until such time as the Servicer shall be required to remit Applied
Payments Ahead to the Collection Account pursuant to Section 4.06(a)(ii).
Commencing with the first day of the first Collection Period that begins at
least two Business Days after the day on which the Servicer is no longer
permitted to remit collections to the Collection Account on a monthly basis
pursuant to Section 4.02(b), and until such time as the Servicer is once again
permitted by Section 4.02(b) to remit collections to the Collection Account on a
monthly basis, all Payments Ahead then held by the Servicer shall be immediately
deposited into the Payahead Account and all future Payments Ahead shall be
remitted by the Servicer to the Payahead Account within two Business Days after
receipt thereof.

     Section 4.03. APPLICATION OF COLLECTIONS. On each Distribution Date, all
collections for the related Collection Period shall be applied by the Servicer
as follows:

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<PAGE>

     (a) With respect to each Receivable (other than an Administrative
Receivable or a Warranty Receivable), payments made by or on behalf of the
Obligor which are not Supplemental Servicing Fees shall be applied first to
reimburse the Servicer for Outstanding Advances made with respect to such
Receivable (each such payment, an "Overdue Payment"). Next, the amount of any
payment in excess of Supplemental Servicing Fees and Outstanding Advances with
respect to such Receivable shall be applied to the Scheduled Payment with
respect to such Receivable. If the amount of such payment remaining after the
applications described in the two preceding sentences (i) equals (together with
any Deferred Prepayment) the unpaid principal balance of such Receivable, it
shall be applied to prepay the principal balance of such Receivable, or (ii) is
less than the unpaid principal balance of such Receivable, it shall constitute
an Excess Payment with respect to such Receivable.

     (b) With respect to each Administrative Receivable and Warranty Receivable,
payments made by or on behalf of the Obligor shall be applied in the same
manner, except that any Released Administrative Amount or Released Warranty
Amount shall be remitted to the Servicer or the Transferor, as applicable. A
Warranty Purchase Payment or an Administrative Purchase Payment shall be applied
to reduce Outstanding Advances and such Warranty Purchase Payment or
Administrative Purchase Payment, as applicable, shall be applied to the
Scheduled Payment, in each case to the extent that the payments by the Obligor
shall be insufficient, and then to prepay the unpaid principal balance of such
Receivable in full.

     Section 4.04. ADVANCES.

     (a) As of the last day of a Collection Period, if the payments during such
Collection Period by or on behalf of the Obligor on or in respect of a
Receivable (other than an Administrative Receivable or a Warranty Receivable)
after application under Section 4.03(a) shall be less than the Scheduled
Payment, whether as a result of any extension granted to the Obligor or
otherwise, then (i) in the case of a Precomputed Receivable, the Deferred
Prepayment, if any, with respect to such Precomputed Receivable shall be applied
by the Servicer to the extent of the shortfall, and such Deferred Prepayment
shall be reduced accordingly and the Servicer shall advance to the Trust an
amount equal to such shortfall (each, a "Precomputed Advance") and (ii) in the
case of a Simple Interest Receivable, the Servicer shall advance to the Trust an
amount equal to the product of the principal balance of such Receivable as of
the first day of such Collection Period and one-twelfth of its APR minus the
amount of interest actually received on such Receivable during such Collection
Period (each, a "Simple Interest Advance"). If the calculation in clause (ii)
above in respect of a Simple Interest Receivable results in a negative number,
an amount equal to such negative amount shall be paid to the Servicer in
reimbursement of any Outstanding Advances in respect of Simple Interest
Receivables. In addition, in the event that a Simple Interest Receivable becomes
a Liquidated Receivable, the amount of accrued and unpaid interest thereon (but
not including interest for the current Collection Period) shall, up to the
amount of Outstanding Advances in respect of Simple Interest Receivables in
respect thereof, be withdrawn from the Collection Account and paid to the
Servicer in reimbursement of such Outstanding Advances. No Advances will be made
with respect to the Principal Balance of Simple Interest Receivables.
Notwithstanding the foregoing, the Servicer shall not be required to make any
Advance (other than a Simple Interest Advance in respect of an interest
shortfall

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<PAGE>

arising from the Prepayment of a Simple Interest Receivable) to the extent that
the Servicer, in its sole discretion, shall determine that such Advance is
unlikely to be recovered from subsequent payments made by or on behalf of the
related Obligor, Liquidation Proceeds, by the Administrative Purchase Payment or
by the Warranty Purchase Payment, in each case, with respect to such Receivable
or otherwise. On each Deposit Date, the Servicer will deposit into the
Collection Account an amount equal to all Advances to be made in respect of the
related Collection Period. The Successor Servicer shall only be required to make
Advances for payments on behalf of Obligors in respect of Receivables arising on
or after the Collection Period in which the (i) Successor Servicer accepts its
appointment or (ii) the Indenture Trustee is automatically appointed Successor
Servicer.

     (b) The Servicer shall be entitled to reimbursement for Outstanding
Advances, without interest, with respect to a Receivable from the following
sources with respect to such Receivable: (i) subsequent payments made by or on
behalf of the related Obligor, (ii) Liquidation Proceeds, (iii) the
Administrative Purchase Payment and (iv) the Warranty Purchase Payment.

     (c) To the extent that during any Collection Period any funds described
above in Section 4.04(b) with respect to a Receivable as to which the Servicer
previously has made an unreimbursed Advance are received by the Issuer or the
Servicer, and the Servicer determines that any Outstanding Advances with respect
to such Receivable are unlikely to be recovered from payments made on or with
respect to such Receivable (each, a "Nonrecoverable Advance"), then, on the
related Distribution Date, upon the Servicer providing the Transferor and the
Trustees with an Officer's Certificate setting forth the basis for its
determination of any such Nonrecoverable Advance, the Indenture Trustee shall
promptly remit to the Servicer from the Collection Account, (i) from Available
Interest an amount equal to the portion of such Nonrecoverable Advance allocable
to interest and (ii) from Available Principal an amount equal to the portion of
such Nonrecoverable Advance allocable to principal, in each case without
interest, in accordance with Section 4.06(c)(i). In lieu of causing the
Indenture Trustee to remit any such amounts or the amounts described in clauses
(i) through (iv) in Section 4.04(b), the Servicer may deduct such amounts from
deposits otherwise to be made into the Collection Account in accordance with
Section 4.09.

     Section 4.05. ADDITIONAL DEPOSITS.

     (a) The following additional deposits shall be made to the Collection
Account: (i) the Transferor shall remit the aggregate Warranty Purchase Payments
with respect to Warranty Receivables pursuant to Section 2.04 or the amount
required upon the optional purchase of all Receivables by the Transferor
pursuant to Section 8.01 and (ii) the Servicer shall remit (A) any extension fee
charged in connection with the extension of a Receivable pursuant to Section
3.02, (B) the amount required to be remitted in respect of certain full
Prepayments pursuant to Section 3.03, (C) the aggregate Advances pursuant to
Section 4.04(a), (D) the aggregate Administrative Purchase Payments with respect
to Administrative Receivables pursuant to Section 3.08 and (E) the amount
required upon the optional purchase of all Receivables by the Servicer or any
successor to the Servicer pursuant to Section 8.01.

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<PAGE>

     (b) All deposits required to be made in respect of a Collection Period
pursuant to this Section by the Transferor or the Servicer, as the case may be,
may be made in the form of a single deposit and shall be made in immediately
available funds, no later than 2:00 P.M., Los Angeles time, on the related
Deposit Date.

     Section 4.06. DISTRIBUTIONS.

     (a) On each Deposit Date, the Indenture Trustee shall cause to be made the
following transfers and distributions in immediately available funds in the
amounts set forth in the Servicer's Certificate for such Distribution Date:

          (i) from the Payahead Account (or directly from the Servicer in the
     case of Payments Ahead held by the Servicer pursuant to Section 4.02(b) or
     (c)) to the Collection Account, the aggregate Applied Payments Ahead;

          (ii) if the Servicer is not permitted to hold Payments Ahead pursuant
     to Section 4.02(b) or (c), from the Collection Account to the Payahead
     Account, the aggregate Payments Ahead for the related Collection Period;
     and

          (iii) from the Yield Supplement Account to the Collection Account, an
     amount equal to the Yield Supplement Withdrawal Amount, if any, for such
     Distribution Date.

     (b) On each Determination Date, the Servicer shall calculate all amounts
required to be deposited in the Note Distribution Account and the Certificate
Distribution Account and to make all distributions on the related Distribution
Date.

     (c) On each Distribution Date, the Servicer shall instruct the Indenture
Trustee in writing (based on the information contained in the Servicer's
Certificate delivered on the related Determination Date pursuant to Section
3.10) to make the following deposits and distributions for receipt by the
Servicer or deposit in the applicable account by 8:00 A.M., Los Angeles time, to
the extent of the Available Amount, in the following order of priority:

          (i) to the Servicer, Nonrecoverable Advances;

          (ii) to the Servicer, the Total Servicing Fee (including any unpaid
     Total Servicing Fees from one or more prior Collection Periods);

          (iii) to the Indenture Trustee and the Owner Trustee, any accrued and
     unpaid Trust Fees and Expenses, in each case to the extent such fees and
     expenses have not been previously paid by the Servicer, provided that,
     until the Notes have been paid in full, the annual amount paid to the
     Trustees out of the Available Amount allocation as described in this clause
     (iii) shall not exceed $100,000.00;

          (iv) to the Note Distribution Account, the Note Interest Distributable
     Amount to be distributed to the holders of the Notes at their respective
     Interest Rates;

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<PAGE>

          (v) to the Note Distribution Account, the Note Principal Distributable
     Amount;

          (vi) to the Reserve Fund, the amount, if any, necessary to reinstate
     the balance in the Reserve Fund up to the Specified Reserve Fund Balance;

          (vii) to the Indenture Trustee and the Owner Trustee, any accrued and
     unpaid Trust Fees and Expenses remaining after application of the payments
     described in clause (iii) above;

          (viii) to the Certificate Distribution Account, the Certificate
     Interest Distributable Amount to be distributed to Certificateholders;

          (ix) to the Certificate Distribution Account, the Certificate
     Principal Distributable Amount; and

          (x) to the Transferor, any Available Amount remaining (after giving
     effect to the reduction in the Available Amount described in clauses (i)
     through (ix) above.

     Notwithstanding that the Notes have been paid in full, the Indenture
Trustee shall continue to maintain the Collection Account hereunder until the
Pool Balance has been reduced to zero.

     Section 4.07. RESERVE FUND.

     (a) On the Closing Date, the Owner Trustee will deposit, on behalf of the
Transferor, the Reserve Fund Initial Deposit into the Reserve Fund from the net
proceeds of the sale of the Notes. The Reserve Fund shall be the property of the
Issuer subject to the rights of the Indenture Trustee in the Reserve Fund
Property.

     (b) In the event that the Note Distributable Amount exceeds the sum of the
amounts deposited into the Note Distribution Account pursuant to Sections
4.06(c)(iv) and (v) on each Distribution Date, (or, if the Reserve Fund is not
maintained by the Indenture Trustee, on the related Deposit Date), the Indenture
Trustee shall cause an amount equal to the lesser of (A) the amount on deposit
in the Reserve Fund and (B) such excess, to be deposited into the Note
Distribution Account in immediately available funds in the amounts set forth in
the Servicer's Certificate for such Distribution Date; provided that such amount
shall be applied first, to the payment of interest due on the Notes to the
extent, if any, that the amount deposited pursuant to Section 4.06(c)(iv) is not
sufficient to cover such payment of interest and, second, to the payment of
principal of the Notes.

     (c) All interest and other income (net of losses and investment expenses)
on funds on deposit in the Reserve Fund shall upon the written direction of the
Servicer, be paid to the Transferor to the extent that the funds therein exceed
the Specified Reserve Fund Balance. Upon any distribution to the Transferor of
amounts in excess of the Specified Reserve Fund Balance, the Noteholders will
not have any rights in, or claims to, such amounts.

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<PAGE>

     Section 4.08. YIELD SUPPLEMENT ACCOUNT. On the Closing Date, the Transferor
will deposit the Yield Supplement Account Deposit to the Yield Supplement
Account from the net proceeds of sale of the Notes. The Yield Supplement Account
shall be the property of the Issuer subject to the rights of the Indenture
Trustee for the benefit of the Securityholders.

     Section 4.09. NET DEPOSITS. For so long as ____ shall be the Servicer, the
Transferor, the Servicer and the Indenture Trustee may make any remittances
pursuant to this Article net of amounts to be distributed by the applicable
recipient to such remitting party. Nonetheless, each such party shall account
for all of the above described remittances and distributions as if the amounts
were deposited and/or transferred separately.

     Section 4.10. STATEMENTS TO SECURITYHOLDERS.

     (a) On each Distribution Date, the Servicer shall provide to the Owner
Trustee to forward to each Certificateholder of record and to the Indenture
Trustee to forward to each Noteholder of record a statement, based on the
Servicer's Certificate furnished pursuant to Section 3.10, setting forth at
least the following information as to the Securities, to the extent applicable:

          (i) the amount of such distribution allocable to principal, as
     allocated to each Class of Notes and to the Certificates (stated separately
     for each Class of Notes and the Certificates);

          (ii) the amount of such distribution allocable to interest, as
     allocated to each Class of Notes and to the Certificates (stated separately
     for each Class of Notes and the Certificates);

          (iii) the Yield Supplement Amount, the Yield Supplement Withdrawal
     Amount and the amount on deposit in the Yield Supplement Account after
     giving effect to the distributions made on such Distribution Date;

          (iv) the Pool Balance as of the close of business on the last day of
     the related Collection Period, after giving effect to payments allocated to
     principal reported under clause (i) above;

          (v) the Note Distributable Amount, the Certificate Distributable
     Amount and the Available Amount;

          (vi) the Total Servicing Fee paid to the Servicer with respect to the
     related Collection Period;

          (vii) the amount of non-recoverable Advances;

          (viii) total Payments Ahead and the Applied Payments Ahead;

          (ix) the amount of Trust Fees and Expenses;

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<PAGE>

          (x) the amount of any Note Interest Carryover Shortfall and Note
     Principal Carryover Shortfall on such Distribution Date and the change in
     such amounts from those with respect to the immediately preceding
     Distribution Date;

          (xi) the amount of any Certificate Interest Carryover Shortfall and
     Certificate Principal Carryover Shortfall on such Distribution Date and the
     change in such amounts from those with respect to the immediately preceding
     Distribution Date;

          (xii) the Note Pool Factor for each Class of Notes and the Certificate
     Pool Factor, in each case as of such Distribution Date;

          (xiii) the balance on deposit in the Reserve Fund on such Distribution
     Date, after giving effect to distributions made on the Distribution Date,
     if any, and the change in such balance from the immediately preceding
     Distribution Date; and

          (xiv) the amount available under the Servicer Letter of Credit, if
     any, and such amount as a percentage of the Pool Balance as of the last day
     of such Collection Period.

     Each amount set forth on the Distribution Date statement under clauses (i),
(ii), (vi), (x) and (xi) above shall be expressed as a dollar amount per $1,000
of original principal balance of a Note or the Original Certificate Balance of a
Certificate, as the case may be.

     (b) Within the prescribed period of time for tax reporting purposes after
the end of each calendar year during the term of the Issuer, but not later than
the latest date permitted by law, the related Trustee shall mail to each Person
who at any time during such calendar year shall have been a Securityholder, a
statement, prepared by the Servicer, containing certain information for such
calendar year or, in the event such Person shall have been a Securityholder
during a portion of such calendar year, for the applicable portion of such year,
for the purposes of such Securityholder's preparation of federal income tax
returns. In addition, the Servicer shall furnish to the Trustees for
distribution to such Person at such time any other information necessary under
applicable law for the preparation of such income tax returns.

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<PAGE>

                                  Article Five

                                 THE TRANSFEROR

     Section 5.01. REPRESENTATIONS OF TRANSFEROR. The Transferor makes the
following representations on which the Issuer is deemed to have relied in
acquiring the Receivables. The representations speak as of the execution and
delivery of this Agreement and as of the Closing Date, and shall survive the
sale of the Receivables to the Issuer and the pledge thereof to the Indenture
Trustee pursuant to the Indenture.

          (a) ORGANIZATION AND GOOD STANDING. The Transferor has been duly
     formed and is validly existing as a limited liability company in good
     standing under the laws of the State of Delaware, with power and authority
     to own its properties and to conduct its business as such properties are
     currently owned and such business is presently conducted, and had at all
     relevant times, and has, power, authority and legal right to acquire, own
     and sell the Receivables.

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

          (c) POWER AND AUTHORITY. The Transferor has the power and authority to
     execute and deliver this Agreement and to carry out its terms, the
     Transferor has full power and authority to sell and assign the property to
     be sold and assigned to and deposited with the Issuer and has duly
     authorized such sale and assignment by all necessary legal action; and the
     execution, delivery and performance of this Agreement has been duly
     authorized by the Transferor by all necessary legal action.

          (d) VALID SALE; BINDING OBLIGATION. This Agreement evidences a valid
     sale, transfer and assignment of the Receivables, enforceable against
     creditors of and purchasers from the Transferor, and constitutes a legal,
     valid and binding obligation of the Transferor enforceable in accordance
     with its terms, except as enforceability may be subject to or limited by
     bankruptcy, insolvency, reorganization, moratorium or other similar laws
     affecting the enforcement of creditors' rights in general and by general
     principles of equity, regardless of whether such enforceability shall be
     considered in a proceeding in equity or at law.

          (e) NO VIOLATION. The execution, delivery and performance by the
     Transferor of this Agreement and the consummation of the transactions
     contemplated by this Agreement and the fulfillment of the terms of this
     Agreement does not conflict with, result in any breach of any of the terms
     and provisions of, nor constitute (with or without notice or lapse of time)
     a default under, the limited liability company agreement of the Transferor,
     or conflict with or violate any of the material terms or provisions of, or
     constitute (with or without notice or lapse of time) a default under, any
     indenture, agreement or other instrument to which the Transferor is a party
     or by which it shall be

                                       43
<PAGE>

     bound; nor result in the creation or imposition of any Lien upon any of its
     properties pursuant to the terms of any such indenture, agreement or other
     instrument (other than this Agreement); nor violate any law or, to the
     Transferor's knowledge, any order, rule or regulation applicable to the
     Transferor of any court or of any federal or state regulatory body,
     administrative agency or other governmental instrumentality having
     jurisdiction over the Transferor or its properties, which breach, default,
     conflict, lien or violation would have a material adverse effect on the
     earnings, business affairs or business prospects of the Transferor.

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

     Section 5.02. LIABILITY OF TRANSFEROR; INDEMNITIES. The Transferor shall be
liable in accordance herewith only to the extent of the obligations specifically
undertaken by the Transferor under this Agreement, which obligations shall
include the following:

          (a) The Transferor shall indemnify, defend and hold harmless the
     Issuer, the Trustees and the Servicer and any of the officers, directors,
     employees and agents of the Issuer, the Owner Trustee and the Indenture
     Trustee from and against any taxes that may at any time be asserted against
     any such Person with respect to the transactions contemplated herein and in
     the other Basic Documents, including any sales, gross receipts, general
     corporation, tangible personal property, privilege or license taxes (but,
     in the case of the Issuer, not including any taxes asserted with respect
     to, and as of the date of, the sale of the Receivables to the Issuer or the
     issuance and original sale of the Securities, or asserted with respect to
     ownership of the Receivables, or federal or other income taxes arising out
     of distributions on the Securities) and costs and expenses in defending
     against the same.

          (b) The Transferor shall indemnify, defend and hold harmless the
     Issuer, the Trustees and the Securityholders and any of the officers,
     directors, employees and agents of the Issuer, the Owner Trustee and the
     Indenture Trustee from and against any loss, liability or expense incurred
     by reason of (i) the Transferor's willful misfeasance, bad faith or
     negligence in the performance of its duties under this Agreement, or by
     reason of reckless disregard of its obligations and duties under this
     Agreement and (ii) the Transferor's or the Issuer's violation of federal or
     state securities laws in connection with the offering and sale of the
     Securities.

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<PAGE>

          (c) The Transferor shall indemnify, defend and hold harmless the
     Trustees and their respective officers, directors, employees and agents
     from and against all costs, expenses, losses, claims, damages and
     liabilities arising out of or incurred in connection with the acceptance or
     performance of the trusts and duties herein and contained in the Trust
     Agreement, in the case of the Owner Trustee, and contained in the
     Indenture, in the case of the Indenture Trustee, except to the extent that
     such cost, expense, loss, claim, damage or liability: (i) in the case of
     the Owner Trustee, shall be due to the willful misfeasance, bad faith or
     negligence (except for errors in judgment) of the Owner Trustee or shall
     arise from the breach by the Owner Trustee of any of its representations or
     warranties set forth in Section 7.03 of the Trust Agreement, or (ii) in the
     case of the Indenture Trustee, shall be due to the willful misfeasance, bad
     faith or negligence (except for errors in judgment) of the Indenture
     Trustee.

          (d) The Transferor shall pay any and all taxes levied or assessed upon
     all or any part of the Owner Trust Estate.

     Indemnification under this Section shall survive the resignation or removal
of the Owner Trustee or the Indenture Trustee, as the case may be, and the
termination of this Agreement and shall include reasonable fees and expenses of
counsel and expenses of litigation. If the Transferor shall have made any
indemnity payments pursuant to this Section and the Person to or on behalf of
whom such payments are made thereafter shall collect any of such amounts from
others, such Person shall promptly repay such amounts to the Transferor, without
interest.

     Section 5.03. MERGER, CONSOLIDATION OR ASSUMPTION OF THE OBLIGATIONS OF
TRANSFEROR; CERTAIN LIMITATIONS.

          (a) Any corporation (i) into which the Transferor may be merged or
     consolidated, (ii) which may result from any merger, conversion or
     consolidation to which the Transferor shall be a party or (iii) which may
     succeed to all or substantially all of the business of the Transferor,
     which corporation in any of the foregoing cases executes an agreement of
     assumption to perform every obligation of the Transferor under this
     Agreement, shall be the successor to the Transferor under this Agreement
     without the execution or filing of any document or any further act on the
     part of any of the parties to this Agreement, except that if the Transferor
     in any of the foregoing cases is not the surviving entity, then the
     surviving entity shall execute an agreement of assumption to perform every
     obligation of the Transferor hereunder. The Transferor shall provide notice
     of any merger, consolidation or succession pursuant to this Section to each
     Rating Agency and shall receive from each Rating Agency a letter to the
     effect that such merger, consolidation or succession will not result in a
     qualification, downgrading or withdrawal of its then-current rating of any
     Class of Notes.

          (b) (i)Subject to paragraph (ii) below, the purpose of the Transferor
     shall be to engage in any lawful activity for which a limited liability
     company may be organized under the general companies law of Delaware.

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<PAGE>

          (ii) Notwithstanding paragraph (b)(i) above, the purpose of the
     Transferor shall be limited to the following purposes, and activities
     incident to and necessary or convenient to accomplish the following
     purposes: (A) to acquire, own, hold, sell, transfer, assign, pledge,
     finance, refinance and otherwise deal with, retail installment contracts or
     wholesale loans secured by, new and used motor vehicles (the "Motor Vehicle
     Receivables"); (B) to authorize, issue, sell and deliver one or more series
     of obligations, consisting of one or more classes of certificates and/or
     notes or other evidence of indebtedness (the "Offered Securities") that are
     collateralized by or evidence an interest in Motor Vehicle Receivables; and
     (C) to negotiate, authorize, execute, deliver and assume the obligations or
     any agreement relating to the activities set forth in clauses (A) and (B)
     above, including but not limited to any pooling and servicing agreement,
     sale and servicing agreement, indenture, reimbursement agreement, credit
     support agreement, receivables purchase agreement or underwriting agreement
     and to engage in any lawful activity which is incidental to the activities
     contemplated by any such agreement. So long as any outstanding debt of the
     Transferor or Offered Securities are rated by any nationally recognized
     statistical rating organization, the Transferor shall not issue notes or
     otherwise borrow money unless (1) the Transferor has made a written request
     to the related nationally recognized statistical rating organization to
     issue notes or incur borrowings, which notes or borrowings are rated by the
     related nationally recognized statistical rating organization the same as
     or higher than the rating afforded any outstanding rated debt or Offered
     Securities, or (2) such notes or borrowings (X) are fully subordinated (and
     which shall provide for payment only after payment in respect of all
     outstanding rated debt and/or Offered Securities) or are nonrecourse
     against any assets of the Transferor other than the assets pledged to
     secure such notes or borrowings, (Y) do not constitute a claim against the
     Transferor in the event such assets are insufficient to pay such notes or
     borrowings and (Z) where such notes or borrowings are secured by the rated
     debt or Offered Securities, are fully subordinated (and which shall provide
     for payment only after payment in respect of all outstanding rated debt
     and/or Offered Securities) to such rated debt or Offered Securities.

          (c) Notwithstanding any other provision of this Section and any
     provision of law, the Transferor shall not do any of the following:

               (i) engage in any business or activity other than as set forth in
          clause (b) above;

               (ii) without the affirmative vote of a majority of the members of
          the Board of Directors of the Transferor (which must include the
          affirmative vote of all duly appointed Independent Directors, as
          required by the limited liability company agreement of the
          Transferor), (A) dissolve or liquidate, in whole or in part, or
          institute proceedings to be adjudicated bankrupt or insolvent, (B)
          consent to the institution of bankruptcy or insolvency proceedings
          against it, (C) file a petition seeking or consent to reorganization
          or relief under any applicable federal or state law relating to
          bankruptcy, (D) consent to the appointment of a receiver, liquidator,
          assignee, trustee, sequestrator or other similar official of the

                                       46
<PAGE>

          corporation or a substantial part of its property, (E) make a general
          assignment for the benefit of creditors, (F) admit in writing its
          inability to pay its debts generally as they become due or (G) take
          any corporate action in furtherance of the actions set forth in
          clauses (A) through (F) above; provided, however, that no director may
          be required by any shareholder of the Transferor to consent to the
          institution of bankruptcy or insolvency proceedings against the
          Transferor so long as it is solvent; or

               (iii) merge or consolidate with any other corporation, company or
          entity or sell all or substantially all of its assets or acquire all
          or substantially all of the assets or capital stock or other ownership
          interest of any other corporation, company or entity (except for the
          acquisition of Motor Vehicle Receivables of ____ and the sale of Motor
          Vehicle Receivables to one or more trusts in accordance with the terms
          of clause (b)(ii) above, which shall not be otherwise restricted by
          this Section).

     Section 5.04. LIMITATION ON LIABILITY OF TRANSFEROR AND OTHERS. The
Transferor and any director, officer, employee or agent of the Transferor may
rely in good faith on the advice of counsel or on any document of any kind,
prima facie properly executed and submitted by any Person respecting any matters
arising hereunder. The Transferor shall not be under any obligation to appear
in, prosecute or defend any legal action that shall not be incidental to its
obligations under this Agreement, and that in its opinion may involve it in any
expense or liability.

     Section 5.05. TRANSFEROR MAY OWN NOTES. The Transferor and any Affiliate
thereof may in its individual or any other capacity become the owner or pledgee
of Securities with the same rights as it would have if it were not the
Transferor or an Affiliate thereof, except as expressly provided herein or in
any other Basic Document.

                                       47
<PAGE>

                                  Article Six

                                  THE SERVICER

     Section 6.01. REPRESENTATIONS OF SERVICER. The Servicer makes the following
representations on which the Issuer is deemed to have relied in acquiring the
Receivables. The representations speak as of the execution and delivery of this
Agreement and as of the Closing Date, and shall survive the sale of the
Receivables to the Issuer and the pledge thereof to the Indenture Trustee
pursuant to the Indenture:

          (a) ORGANIZATION AND GOOD STANDING. The Servicer has been duly
     organized and is validly existing as a ______ in good standing under the
     laws of the State of _______, with power and authority to own its
     properties and to conduct its business as such properties are currently
     owned and such business is presently conducted, and had at all relevant
     times, and has, power, authority and legal right to acquire, own, sell and
     service the Receivables and to hold the Receivable Files as custodian on
     behalf of the Issuer.

          (b) DUE QUALIFICATION. The Servicer is duly qualified to do business
     as a foreign _____ in good standing, and has obtained all necessary
     licenses and approvals in all jurisdictions in which the ownership or lease
     of property or the conduct of its business (including the servicing of the
     Receivables as required by this Agreement) shall require such
     qualifications.

          (c) POWER AND AUTHORITY. The Servicer has the power and authority to
     execute and deliver this Agreement and to carry out its terms; and the
     execution, delivery and performance of this Agreement has been duly
     authorized by the Servicer by all necessary corporate action.

          (d) BINDING OBLIGATION. This Agreement constitutes a legal, valid and
     binding obligation of the Servicer enforceable in accordance with its
     terms, except as enforceability may be subject to or limited by bankruptcy,
     insolvency, reorganization, moratorium, liquidation or other similar laws
     affecting the enforcement of creditors' rights in general and by general
     principles of equity, regardless of whether such enforceability shall be
     considered in a proceeding in equity or in law.

          (e) NO VIOLATION. The execution, delivery and performance by the
     Servicer of this Agreement and the execution, delivery and performance by
     the Transferor of this Agreement and the consummation of the transactions
     contemplated by this Agreement and the fulfillment of the terms of this
     Agreement shall not conflict with, result in any breach of any of the terms
     and provisions of, nor constitute (with or without notice or lapse of time)
     a default under, the articles of incorporation or bylaws of the Servicer,
     or conflict with or breach any of the material terms or provisions of, or
     constitute (with or without notice or lapse of time) a default under, any
     indenture, agreement or other instrument to which the Servicer is a party
     or by which it shall be bound; nor result in the creation or imposition of
     any Lien upon any of its properties pursuant to the terms of any such
     indenture, agreement or other instrument (other than this Agreement); nor
     violate

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<PAGE>

     any law or, to the Servicer's knowledge, any order, rule or regulation
     applicable to the Servicer of any court or of any federal or state
     regulatory body, administrative agency or other governmental
     instrumentality having jurisdiction over the Servicer or its properties,
     which breach, default, conflict, lien or violation would have a material
     adverse effect on the earnings, business affairs or business prospects of
     the Servicer.

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

     Section 6.02. INDEMNITIES OF SERVICER.

     (a) The Servicer shall be liable in accordance herewith only to the extent
of the obligations specifically undertaken by the Servicer under this Agreement.
In this regard, the Servicer shall indemnify, defend and hold harmless the
Issuer, the Trustees, the Securityholders and the Transferor and any of the
officers, directors, employees and agents of the Issuer, the Owner Trustee and
the Indenture Trustee from and against any and all costs, expenses, losses,
damages, claims and liabilities (i) arising out of or resulting from the use,
ownership or operation by the Servicer or any Affiliate thereof of a Financed
Vehicle, and (ii) to the extent that such cost, expense, loss, claim, damage or
liability arose out of, or was imposed upon any such Person through, the
negligence, willful misfeasance or bad faith of the Servicer in the performance
of its duties under this Agreement or by reason of reckless disregard of its
obligations and duties under this Agreement.

     For purposes of this Section, in the event of the termination of the rights
and obligations of ____ (or any successor thereto pursuant to Section 6.03) as
Servicer pursuant to Section 7.01, or a resignation by such Servicer pursuant to
this Agreement, such Servicer shall be deemed to be the Servicer pending
appointment of a Successor Servicer (other than the Indenture Trustee) pursuant
to Section 7.02.

     (b) Indemnification under this Section shall survive the resignation or
removal of the Owner Trustee or the Indenture Trustee, as the case may be, or
the termination of this Agreement and shall include reasonable fees and expenses
of counsel and expenses of litigation. If the Servicer shall have made any
indemnity payments pursuant to this Section and the Person to or on behalf of
whom such payments are made thereafter collects any of such amounts from others,
such Person shall promptly repay such amounts to the Servicer, without interest.

     Section 6.03. MERGER, CONSOLIDATION OR ASSUMPTION OF THE OBLIGATIONS OF
SERVICER. Any corporation (i) into which the Servicer may be merged or
consolidated, (ii) which may result

                                       49
<PAGE>

from any merger, conversion or consolidation to which the Servicer shall be a
party or (iii) which may succeed to all or substantially all of the business of
the Servicer, which corporation in any of the foregoing cases executes an
agreement of assumption to perform every obligation of the Servicer under this
Agreement, shall be the successor to the Servicer under this Agreement without
the execution or filing of any paper or any further act on the part of any of
the parties to this Agreement. The Servicer shall provide notice of any merger,
consolidation or succession pursuant to this Section to the Trustees and each
Rating Agency.

     Section 6.04. LIMITATION ON LIABILITY OF SERVICER AND OTHERS. Neither the
Servicer nor any of the directors, officers, employees or agents of the Servicer
shall be under any liability to the Issuer or any Securityholder, except as
provided under this Agreement, for any action taken or for refraining from the
taking of any action pursuant to this Agreement or for errors in judgment;
provided, however, that this provision shall not protect the Servicer or any
such person against any liability that would otherwise be imposed by reason of
willful misfeasance, bad faith or negligence in the performance of duties or by
reason of reckless disregard of obligations and duties under this Agreement. The
Servicer and any director, officer, employee or agent of the Servicer may rely
in good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising under this Agreement.

     Except as otherwise provided in this Agreement, the Servicer shall not be
under any obligation to appear in, prosecute or defend any legal action that
shall not be incidental to its duties to service the Receivables in accordance
with this Agreement and that in its opinion may involve it in any expense or
liability; provided, however, that the Servicer may undertake any reasonable
action that it may deem necessary or desirable in respect of this Agreement and
the other Basic Documents and the rights and duties of the parties to this
Agreement and the other Basic Documents and the interests of the
Certificateholders under this Agreement and the Noteholders under the Indenture.
The legal expenses and costs of such action and any liability resulting
therefrom will be expenses, costs and liabilities of the Issuer.

     Section 6.05. _______ NOT TO RESIGN AS SERVICER. Subject to the provisions
of Section 6.03, ____ shall not resign from the obligations and duties hereby
imposed on it as Servicer under this Agreement except upon a determination that
the performance of its duties under this Agreement shall no longer be
permissible under applicable law. Notice of any such determination permitting
the resignation of ____ shall be communicated to the Trustees at the earliest
practicable time (and, if such communication is not in writing, shall be
confirmed in writing at the earliest practicable time) and any such
determination shall be evidenced by an Opinion of Counsel to such effect
delivered to the Trustees concurrently with or promptly after such notice. No
such resignation shall become effective until the Indenture Trustee or a
Successor Servicer shall have (i) assumed the responsibilities and obligations
of ____ in accordance with Section 7.02 and (ii) become the Administrator
pursuant to Section 1.09 of the Administration Agreement.

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<PAGE>

                                 Article Seven

                                SERVICER DEFAULTS

     Section 7.01. SERVICER DEFAULTS. If any one of the following events (each,
a "Servicer Default") shall occur and be continuing:

          (a) any failure by the Servicer to deliver to the related Trustee for
     deposit in any of the Accounts or the Certificate Distribution Account any
     required payment or to direct the Indenture Trustee to make any required
     distributions therefrom, which failure continues unremedied for a period of
     three Business Days after discovery of such failure by an officer of the
     Servicer or after the date on which written notice of such failure,
     requiring the same to be remedied, shall have been given (i) to the
     Servicer by the related Trustee or (ii) to the Servicer and to the Trustees
     by the Holders of Notes or Certificates, as the case may be, evidencing not
     less than 25% of the Outstanding Amount of the Notes or Percentage
     Interests aggregating at least 25%;

          (b) failure by the Servicer (or so long as the Servicer is ____, the
     Transferor) duly to observe or to perform in any material respect any other
     covenants or agreements of the Servicer (or so long as the Servicer is
     ____, the Transferor) set forth in this Agreement or any other Basic
     Document, which failure shall (i) materially and adversely affect the
     rights of Certificateholders or Noteholders and (ii) continue unremedied
     for a period of 90 days after the date on which written notice of such
     failure, requiring the same to be remedied, shall have been given (A) to
     the Servicer or the Transferor (as the case may be) by the related Trustee
     or (B) to the Servicer or the Transferor (as the case may be), and to the
     related Trustee by the Holders of Notes or Certificates, as the case may
     be, evidencing not less than 25% of the Outstanding Amount of the Notes or
     Percentage Interests aggregating at least 25%; or

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

then, and in each and every case, so long as the Servicer Default shall not have
been remedied, either the Indenture Trustee or the Holders of Notes evidencing
not less than 25% of the Outstanding Amount of the Notes (or, if the Notes have
been paid in full and the Indenture has been discharged in accordance with its
terms, by holders of Certificates evidencing not less than 25% of the Percentage
Interests) by notice then given in writing to the Servicer (and to the Indenture
Trustee and the Owner Trustee if given by the Noteholders) may terminate all the
rights and obligations (other than the obligations set forth in Section 6.02) of
the Servicer under this Agreement. On or after the receipt by the Servicer of
such written notice, all authority and power of the Servicer under this
Agreement, whether with respect to the Notes, the Certificates or the
Receivables or otherwise, shall, without further action, pass to and be vested
in the Indenture Trustee or such Successor Servicer as may be appointed under
Section 7.02; and, without limitation, the Indenture Trustee and the Owner
Trustee are hereby authorized and empowered to execute and deliver, for the
benefit of the predecessor Servicer, as attorney-in-fact

                                       51
<PAGE>

or otherwise, any and all documents and other instruments, and to do or
accomplish all other acts or things necessary or appropriate to effect the
purposes of such notice of termination, whether to complete the transfer and
endorsement of the Receivables and related documents, or otherwise. The
predecessor Servicer shall cooperate with the Successor Servicer and the
Trustees in effecting the termination of the responsibilities and rights of the
predecessor Servicer under this Agreement, including the transfer to the
Successor Servicer for administration by it of all cash amounts that shall at
the time be held by the predecessor Servicer for deposit, or have been deposited
by the predecessor Servicer, in the Accounts or the Certificate Distribution
Account or thereafter received with respect to the Receivables and all Payments
Ahead that shall at that time by held by the predecessor Servicer. All
reasonable costs and expenses (including servicer conversion costs and
attorneys' fees) incurred in connection with transferring the Receivable Files
to the Successor Servicer and amending this Agreement to reflect such succession
as Servicer pursuant to this Section shall be paid by the predecessor Servicer
upon presentation of reasonable documentation of such costs and expenses. Any
costs or expenses incurred in connection with to a Servicer Default shall
constitute an expense of administration under Title 11 of the United States
Bankruptcy Code or any other applicable Federal or State bankruptcy laws. Upon
receipt of notice of the occurrence of a Servicer Default, the Indenture Trustee
shall give notice thereof to each Rating Agency.

     Section 7.02. APPOINTMENT OF SUCCESSOR SERVICER.

     (a) Upon the Servicer's receipt of notice of termination pursuant to
Section 7.01 or the Servicer's resignation pursuant to Section 6.05, the
predecessor Servicer shall continue to perform its functions as Servicer under
this Agreement, in the case of termination, only until the date specified in
such termination notice or, if no such date is specified in a notice of
termination, until receipt of such notice and, in the case of resignation, until
the later of (i) the date 45 days from the delivery to the Trustees of written
notice of such resignation (or written confirmation of such notice) in
accordance with the terms of this Agreement and (ii) the date upon which the
predecessor Servicer shall become unable to act as Servicer, as specified in the
notice of resignation and accompanying Opinion of Counsel. In the event of the
Servicer's termination hereunder, the Indenture Trustee shall appoint a
Successor Servicer, and the Successor Servicer shall accept its appointment
(including its appointment as Administrator under the Administration Agreement
as set forth in Section 7.02(b)) by a written assumption in form acceptable to
the Trustees. In the event that a Successor Servicer has not been appointed at
the time when the predecessor Servicer has ceased to act as Servicer in
accordance with this Section, the Indenture Trustee without further action shall
automatically be appointed the Successor Servicer and the Indenture Trustee
shall be entitled to receive the Total Servicing Fee. Notwithstanding the above,
the Indenture Trustee shall, if it shall be legally unable or unwilling so to
act, appoint or petition a court of competent jurisdiction to appoint any
established institution, having a net worth of not less than $50,000,000 and
whose regular business shall include the servicing of motor vehicle receivables,
as the successor to the Servicer under this Agreement.

     (b) Upon appointment, the Successor Servicer (including the Indenture
Trustee acting as Successor Servicer) shall (i) be the successor in all respects
to the predecessor Servicer and shall

                                       52
<PAGE>

be subject to all the responsibilities, duties and liabilities arising
thereafter relating thereto placed on the predecessor Servicer and shall be
entitled to the Total Servicing Fee and all the rights granted to the
predecessor Servicer by the terms and provisions of this Agreement and (ii)
become the Administrator pursuant to Section 1.09 of the Administration
Agreement.

     Section 7.03. NOTIFICATION OF SERVICER TERMINATION. Upon any termination
of, or appointment of a successor to, the Servicer pursuant to this Article, the
Owner Trustee shall give prompt written notice thereof to Certificateholders,
and the Indenture Trustee shall give prompt written notice thereof to
Noteholders and each Rating Agency.

     Section 7.04. WAIVER OF PAST DEFAULTS. The Holders of Notes evidencing not
less than a majority of the Outstanding Amount of the Notes or the Holders (as
defined in the Trust Agreement) of Certificates evidencing not less than a
majority of the Percentage Interests (in the case of a default by the Servicer
that does not adversely affect the Indenture Trustee or the Noteholders or if
all Notes have been paid in full and the Indenture Trustee has been discharged
in accordance with its terms) may, on behalf of all Securityholders waive in
writing any default by the Servicer in the performance of its obligations
hereunder and its consequences, except a default in making any required deposits
to or payments from any of the Accounts or the Certificate Distribution Account
in accordance with this Agreement or in respect of a covenant or provision
hereof that cannot be modified with the consent of each Securityholder. Upon any
such waiver of a past default, such default shall cease to exist, and any
Servicer Default arising therefrom shall be deemed to have been remedied for
every purpose of this Agreement. No such waiver shall extend to any subsequent
or other default or impair any right consequent thereto except to the extent
expressly so waived.

     Section 7.05. REPAYMENT OF ADVANCES. If a Successor Servicer replaces the
Servicer, the predecessor Servicer shall be entitled to receive reimbursement
for all outstanding Advances made by the predecessor Servicer.

                                       53
<PAGE>

                                  Article Eight

                                   TERMINATION

     Section 8.01. OPTIONAL PURCHASE OF ALL RECEIVABLES.

     (a) On the Distribution Date following the last day of any Collection
Period as of which the Pool Balance is 10% or less of the Original Pool Balance,
the Transferor, the Servicer or any successor to the Servicer shall have the
option to purchase the Owner Trust Estate, other than the Accounts and the
Certificate Distribution Account. Notwithstanding the foregoing, the Transferor,
the Servicer or any successor to the Servicer, as the case may be, may not
effect any such purchase if the long-term unsecured debt obligations of the
related entity are rated less than Baa3 by Moody's or BBB- by Standard & Poor's
unless the Owner Trustee and the Indenture Trustee shall have received an
Opinion of Counsel to the effect that such purchase would not constitute a
fraudulent conveyance or the Rating Agency is otherwise satisfied as evidenced
by written notice from the Rating Agency to the Indenture Trustee. To exercise
such option, on the related Deposit Date the Servicer shall deposit pursuant to
Section 4.05(a) in the Collection Account an amount equal to the aggregate
Administrative Purchase Payments for the Receivables (including Defaulted
Receivables), plus the appraised value of any such other property held by the
Issuer other than the Accounts and the Certificate Distribution Account, such
value to be determined by an appraiser mutually agreed upon by the Servicer and
the Trustees, and shall succeed to all interests in and to the Issuer.
Notwithstanding the foregoing, the Transferor, the Servicer or any successor to
the Servicer shall not be permitted to exercise such option if the amount to be
distributed to Securityholders on the related Distribution Date would be less
than the Note Distributable Amount and Certificate Distributable Amount. In the
event that both the Transferor and the Servicer, or any successor to the
Servicer, elect to purchase the Receivables pursuant to this Section, the party
first notifying the Indenture Trustee (based on the Indenture Trustee's receipt
of such notice) shall be permitted to purchase the Receivables.

     (b) As described in Article Nine of the Trust Agreement, notice of any
termination of the Trust shall be given by the Servicer to the Owner Trustee and
the Indenture Trustee as soon as practicable after the Servicer has received
notice thereof.

     (c) Following the satisfaction and discharge of the Indenture and the
payment in full of the principal of and interest on the Notes, the
Certificateholders will succeed to the rights of the Noteholders hereunder and
the Owner Trustee will succeed to the rights of, and assume the obligations of,
the Indenture Trustee pursuant to this Agreement.

                                       54
<PAGE>

                                  Article Nine

                                  MISCELLANEOUS

     Section 9.01. AMENDMENT.

     (a) This Agreement may be amended by the Transferor, the Servicer and the
Issuer, with the consent of the Indenture Trustee, but without the consent of
any Securityholders, (i) to cure any ambiguity, to correct or supplement any
provision in this Agreement which may be inconsistent with any other provision
of this Agreement, to add, change or eliminate any other provision of this
Agreement with respect to matters or questions arising under this Agreement that
shall not be inconsistent with the provisions of this Agreement, (ii) to change
the formula for determining the Specified Reserve Fund Balance or the manner in
which the Reserve Fund is funded or to amend or modify any provisions of this
Agreement relating to the remittance schedule with respect to collections
deposited into the Collection Account or the Payahead Account pursuant to
Section 4.02 or (iii) to amend or modify any provisions in this Agreement
relating to the Servicer Letter of Credit, if any, or the acquisition thereof
and including replacing the Servicer Letter of Credit with a surety bond,
insurance policy or deposit of cash or securities satisfactory to the Indenture
Trustee and each Rating Agency; provided, however, that any such action shall
not, as evidenced by an Opinion of Counsel, adversely affect in any material
respect the interests of any Securityholder and provided, further, that in
connection with any amendment pursuant to clause (ii) or (iii) above, the
Servicer shall deliver to the Trustees a letter from each Rating Agency to the
effect that such amendment will not cause its then-current rating on the Rated
Securities to be qualified, reduced or withdrawn.

     (b) This Agreement may also be amended from time to time by the Transferor,
the Servicer and the Issuer, with the consent of the Indenture Trustee, the
consent of the Holders of Notes evidencing not less than a majority of the
Outstanding Amount of the Notes and the Owner Trustee, consent of the Holders
(as defined in the Trust Agreement) of outstanding Certificates evidencing not
less than a majority of the Percentage Interests, 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 Securityholders;
provided, however, that no such amendment shall (i) except as otherwise provided
in Section 9.01(a) increase or reduce in any manner the amount of, or accelerate
or delay the timing of, collections of payments on Receivables or distributions
that shall be required to be made for the benefit of the Securityholders or (ii)
reduce the aforesaid percentage of the Outstanding Amount of the Notes and the
Percentage Interests, the Holders of which are required to consent to any such
amendment, without the consent of all of the Securityholders.

     (c) Promptly after the execution of any such amendment or consent, the
Owner Trustee shall furnish written notification of the substance of such
amendment or consent to each Certificateholder, the Indenture Trustee and each
Rating Agency. It shall not be necessary for the consent of Securityholders
pursuant to this Section to approve the particular form of any proposed
amendment or consent, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of

                                       55
<PAGE>

Certificateholders of the execution thereof shall be subject to such reasonable
requirements as the Owner Trustee may require.

     (d) Prior to the execution of any amendment to this Agreement, the Trustees
shall be entitled to receive and rely upon an Opinion of Counsel stating that
the execution of such amendment is authorized or permitted by this Agreement and
the Opinion of Counsel referred to in Section 9.02(i)(1). The Trustees may, but
shall not be obligated to, enter into any such amendment which affects the Owner
Trustee's or the Indenture Trustee's, as applicable, own rights, duties or
immunities under this Agreement or otherwise.

     Section 9.02. PROTECTION OF TITLE TO TRUST.

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

     (b) Neither the Transferor nor the Servicer shall change its name, identity
or corporate structure in any manner that would, could or might make any
financing statement or continuation statement filed in accordance with Section
9.02(a) seriously misleading within the meaning of Section 9-402(7) of the UCC,
unless it shall have given the Trustees at least 30 days' prior written notice
thereof and shall have promptly filed appropriate amendments to all previously
filed financing statements or continuation statements.

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

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

     (e) The Servicer shall maintain its computer systems so that, from and
after the time of sale under this Agreement of the Receivables, the Servicer's
master computer records (including any backup archives) that refer to a
Receivable shall indicate clearly the interest of the Issuer and the Indenture
Trustee in such Receivable and that such Receivable is owned by the Issuer and
has been pledged to the Indenture Trustee. Indication of the Issuer's and the
Indenture Trustee's

                                       56
<PAGE>

interest in a Receivable shall be deleted from or modified on the Servicer's
computer systems when, and only when, the related Receivable shall have been
paid in full or repurchased.

     (f) If at any time the Transferor or the Servicer shall propose to sell,
grant a security interest in, or otherwise transfer any interest in motor
vehicle receivables to any prospective purchaser, lender or other transferee,
the Servicer shall give to such prospective purchaser, lender or other
transferee computer tapes, records or printouts (including any restored from
backup archives) that, if they shall refer in any manner whatsoever to any
Receivable, shall indicate clearly that such Receivable has been sold and is
owned by the Issuer and has been pledged to the Indenture Trustee.

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

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

     (i) The Servicer shall deliver to the Trustees:

          (1) promptly after the execution and delivery of this Agreement and of
     each amendment hereto, an Opinion of Counsel stating that, in the opinion
     of such counsel, either (A) all financing statements and continuation
     statements have been executed and filed that are necessary fully to
     preserve and protect the interest of the Trustees in the Receivables, and
     reciting the details of such filings or referring to prior Opinions of
     Counsel in which such details are given, or (B) no such action shall be
     necessary to preserve and protect such interest; and

          (2) within 90 days after the beginning of each fiscal year of the
     Issuer beginning with the first fiscal year beginning more than three
     months after the Cutoff Date, an Opinion of Counsel, dated as of a date
     during such 90-day period, stating that, in the opinion of such counsel,
     either (A) all financing statements and continuation statements have been
     executed and filed that are necessary fully to preserve and protect the
     interest of the Trustees in the Receivables, and reciting the details of
     such filings or referring to prior Opinions of Counsel in which such
     details are given, or (B) no such action shall be necessary to preserve and
     protect such interest.

     Each Opinion of Counsel referred to in clause (1) or (2) above shall
specify any action necessary (as of the date of such opinion) to be taken in the
following year to preserve and protect such interest.

                                       57
<PAGE>

     (j) The Transferor shall, to the extent required by applicable law, cause
the Notes to be registered with the Commission pursuant to Section 12(b) or
Section 12(g) of the Exchange Act within the time periods specified in such
sections.

     Section 9.03. NOTICES. All demands, notices and communications under this
Agreement shall be in writing, personally delivered or mailed by certified mail,
return receipt requested, and shall be deemed to have been duly given upon
receipt (i) in the case of the Transferor, to _____________, Attention:
_________ (ii) in the case of the Servicer, to __________________, Attention:
President, (iii) in the case of the Issuer or the Owner Trustee, at the
Corporate Trust Office (as such term is defined in the Trust Agreement), (iv) in
the case of the Indenture Trustee, at the Corporate Trust Office (as such term
is herein defined), (v) in the case of Moody's, to Moody's Investors Service,
Inc., ABS Monitoring Department, 99 Church Street, New York, New York 10007,
(vi) in the case of Standard & Poor's, to Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc., 25 Broadway (15th Floor), New York,
New York 10004, Attention: Asset Backed Surveillance Department, (vii) in the
case of Fitch, to Fitch IBCA, Inc., One State Street Plaza, New York, New York
10007, Attention: Asset Backed Surveillance Department or (viii) as to each of
the foregoing, at such other address as shall be designated by written notice to
the other parties.

     Section 9.04. ASSIGNMENT.

     (a) Notwithstanding anything to the contrary contained herein, except as
provided in the remainder of this Section, as provided in Sections 5.03, 6.03
and 6.05, this Agreement may not be assigned by the Transferor or the Servicer
without the prior written consent of Holders of Notes evidencing not less than a
majority of the Outstanding Amount of the Notes and Holders (as such term is
defined in the Trust Agreement) of Certificates evidencing not less than a
majority of the Percentage Interests. And as provided in the provisions of this
Agreement concerning the resignation of the Servicer, this Agreement may not be
assigned by the Transferor or the Servicer.

     (b) The Transferor hereby acknowledges and consents to the mortgage,
pledge, assignment and grant of a security interest by the Issuer to the
Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders
of all right, title and interest of the Issuer in, to and under the Receivables
and/or the assignment of any or all of the Issuer's rights and obligations
hereunder to the Indenture Trustee.

     Section 9.05. LIMITATIONS ON RIGHTS OF OTHERS. The provisions of this
Agreement are solely for the benefit of the Transferor, the Servicer, the
Issuer, the Owner Trustee, the Certificateholders, 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. The Owner Trustee is a
third-party beneficiary of Sections 2.07 and 6.02 of this Agreement and is
entitled to the rights and benefits thereof and may enforce the provisions as if
it were a party hereto.

                                       58
<PAGE>

     Section 9.06. SEVERABILITY. If any one or more of the covenants,
agreements, provisions or terms of this Agreement shall be for any reason
whatsoever held invalid, then such covenants, agreements, provisions or terms
shall be deemed severable from the remaining covenants, agreements, provisions
or terms of this Agreement and shall in no way affect the validity or
enforceability of the other covenants, agreements, provisions or terms of this
Agreement.

     Section 9.07. 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 9.08. HEADINGS. The headings of the various Articles and Sections
herein are for convenience of reference only and shall not define or limit any
of the terms or provisions hereof.

     Section 9.09. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS (OTHER THAN SECTION 5-1401 OF
THE GENERAL OBLIGATIONS LAW), RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL
BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     Section 9.10. NONPETITION COVENANTS.

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

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

     Section 9.11. LIMITATION OF LIABILITY OF OWNER TRUSTEE AND INDENTURE
TRUSTEE.

     (a) Notwithstanding anything contained herein to the contrary, this
Agreement has been countersigned by __________ not in its individual capacity
but solely in its capacity as Owner Trustee of the Issuer and in no event shall
_____________ in its individual capacity or, except as expressly provided in the
Trust Agreement, as beneficial owner of the Issuer have any liability

                                       59
<PAGE>

for the representations, warranties, covenants, agreements or other obligations
of the Issuer hereunder or in any of the certificates, notices or agreements
delivered pursuant hereto, as to all of which recourse shall be had solely to
the assets of the Issuer. For all purposes of this Agreement, in the performance
of its duties or obligations hereunder or in the performance of any duties or
obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and
entitled to the benefits of, the terms and provisions of Articles Six, Seven and
Eight of the Trust Agreement.

     (b) Notwithstanding anything contained herein to the contrary, this
Agreement has been accepted by ____________, not in its individual capacity but
solely as Indenture Trustee and in no event shall ____________ have any
liability for the representations, warranties, covenants, agreements or other
obligations of the Issuer hereunder or in any of the certificates, notices or
agreements delivered pursuant hereto, as to all of which recourse shall be had
solely to the assets of the Issuer.

                                       60
<PAGE>

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

                           __________________________ TRUST 200_-_

                           By:  _______________, not in its individual capacity
                                but solely as Owner Trustee on behalf of the
                                Trust

                           By:  ________________________________________________
                                  Name:
                                  Title:

                           POOLED AUTO SECURITIES SHELF LLC.,
                             as Transferor

                           By:  ________________________________________________
                                  Name:
                                  Title:

                           ___________________________, as Servicer


                           By:__________________________________________________
                                  Name:
                                  Title:


Acknowledged and accepted as of the day
and year first above written:


________________________, not in its
individual capacity but solely as Indenture
Trustee



By:_________________________________________
    Name:
    Title:

                                       61
<PAGE>

                                                                      SCHEDULE A


                             SCHEDULE OF RECEIVABLES

        Delivered to the Owner Trustee and Indenture Trustee at Closing.









                                      SA-1
<PAGE>

                                                                      SCHEDULE B


                          LOCATION OF RECEIVABLE FILES










                                      SB-1
<PAGE>


                                                                       EXHIBIT A

                FORM OF DISTRIBUTION STATEMENT TO SECURITYHOLDERS



___________ Trust 200_-_


<TABLE>
<S>                         <C>                                                         <C>
NOTE PRINCIPAL DISTRIBUTABLE AMOUNT                                                     $___________________
     Class A-1 Notes:      ($        per $1,000 original principal amount)
     Class A-2 Notes:      ($        per $1,000 original principal amount)
     Class A-3 Notes:      ($        per $1,000 original principal amount)
     Class A-4 Notes:      ($        per $1,000 original principal amount)

NOTE INTEREST DISTRIBUTABLE AMOUNT                                                      $___________________
     Class A-1 Notes:      ($        per $1,000 original principal amount)
     Class A-2 Notes:      ($        per $1,000 original principal amount)
     Class A-3 Notes:      ($        per $1,000 original principal amount)
     Class A-4 Notes:      ($        per $1,000 original principal amount)

NOTE PRINCIPAL CARRYOVER SHORTFALL                                                      $___________________
     change from immediately preceding Distribution Date                                $___________________
     Class A-1 Notes:      ($        per $1,000 original principal amount)
     Class A-2 Notes:      ($        per $1,000 original principal amount)
     Class A-3 Notes:      ($        per $1,000 original principal amount)
     Class A-4 Notes:      ($        per $1,000 original principal amount)

NOTE INTEREST CARRYOVER SHORTFALL                                                       $___________________
     change from immediately preceding Distribution Date                                $___________________
     Class A-1 Notes:      ($        per $1,000 original principal amount)
     Class A-2 Notes:      ($        per $1,000 original principal amount)
     Class A-3 Notes:      ($        per $1,000 original principal amount)
     Class A-4 Notes:      ($        per $1,000 original principal amount)

AVAILABLE AMOUNT                                                                        $___________________
     Available Interest                                                                 $___________________
     Available Principal                                                                $___________________

CERTIFICATE INTEREST DISTRIBUTABLE AMOUNT                                               $___________________
     ($______ per 1,000 original principal amount)

CERTIFICATE PRINCIPAL DISTRIBUTABLE AMOUNT                                              $___________________
     ($______ per 1,000 original principal amount)

NOTE DISTRIBUTABLE AMOUNT                                                               $___________________

CERTIFICATE DISTRIBUTABLE AMOUNT                                                        $___________________

CERTIFICATE PRINCIPAL CARRYOVER SHORTFALL                                               $___________________
     change from immediately preceding Distribution Date                                $___________________

CERTIFICATE INTEREST CARRYOVER SHORTFALL                                                $___________________
     change from immediately preceding Distribution Date                                $___________________



                                      A-1
<PAGE>

POOL BALANCE                                                                            $___________________

NOTE POOL FACTOR                                                                        $___________________
  Class A-1 Notes                                                                       $___________________
  Class A-2 Notes                                                                       $___________________
  Class A-3 Notes                                                                       $___________________
  Class A-4 Notes                                                                       $___________________

CERTIFICATE POOL FACTOR                                                                 $___________________

RESERVE FUND BALANCE                                                                    $___________________
     change from immediately preceding Distribution Date                                $___________________

PAYMENTS AHEAD                                                                          $___________________

APPLIED PAYMENTS AHEAD                                                                  $___________________

TOTAL SERVICING FEE                                                                     $___________________
     ($_____ per 1,000 original principal amount)

NONRECOVERABLE ADVANCES                                                                 $___________________

YIELD SUPPLEMENT WITHDRAWAL AMOUNT                                                      $___________________

YIELD SUPPLEMENT AMOUNT                                                                 $___________________

AMOUNT ON DEPOSIT IN YIELD SUPPLEMENT ACCOUNT                                           $___________________

TRUST FEES AND EXPENSES                                                                 $___________________

PRINCIPAL PAYMENT AMOUNT                                                                $___________________
</TABLE>


                                      A-2
<PAGE>

                                                                       EXHIBIT B

                         FORM OF SERVICER'S CERTIFICATE










                                      B-1