<PAGE>


                                                            Exhibit 4.2.2


                        POOLED AUTO SECURITIES SHELF LLC,

                                    as Seller

                  --------------------------------------------,

                                   as Servicer

                                       and

                  --------------------------------------------,

                                   as Trustee

                   Standard Terms And Conditions Of Agreement

                              (Senior/Subordinated)

                           Effective __________, 200_

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                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

                               ARTICLES ONE - TEN

                                   [Reserved]

                                 ARTICLE ELEVEN
                                   DEFINITIONS

Section 11.01. Definitions................................................   1
Section 11.02. Usage of Terms.............................................  18
Section 11.03. Cutoff Date and Record Date................................  18
Section 11.04. Section References.........................................  18
Section 11.05. Separate Agreements........................................  18


                                ARTICLE TWELVE
            CONVEYANCE OF RECEIVABLES; CUSTODY OF RECEIVABLE FILES

Section 12.01. Conveyance of Receivables..................................  19
Section 12.02. Custody of Receivable Files................................  19
Section 12.03. Acceptance by Trustee......................................  20
Section 12.04. Representations and Warranties of .........................  20
Section 12.05. Representations and Warranties of the Seller...............  20
Section 12.06. Repurchase of Receivables Upon Breach......................  21
Section 12.07. Duties of Servicer as Custodian............................  21
Section 12.08. Instructions; Authority to Act.............................  22
Section 12.09. Indemnification by Custodian...............................  22
Section 12.10. Effective Period and Termination...........................  22


                               ARTICLE THIRTEEN
                 ADMINISTRATION AND SERVICING OF RECEIVABLES

Section 13.01. Duties of Servicer.........................................  24
Section 13.02. Collection of Receivable Payments..........................  24
Section 13.03. Rebates on Full Prepayments................................  25
Section 13.04. Realization Upon Receivables...............................  25
Section 13.05. Maintenance of Physical Damage Insurance Policies..........  26
Section 13.06. Maintenance of Security Interests in Financed Vehicles.....  26
Section 13.07. Covenants of Servicer......................................  26
Section 13.08. Purchase of Receivables Upon Breach........................  26
Section 13.09. Total Servicing Fee; Payment of Certain Expenses by
            Servicer......................................................  27


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Section 13.10. Servicer's Certificate.....................................  27
Section 13.11. Annual Statement as to Compliance; Notice of Default.......  28
Section 13.12. Annual Accountants' Report.................................  28
Section 13.13. Access to Certain Documentation and Information
            Regarding Receivables.........................................  28
Section 13.14. Amendments to Schedule of Receivables......................  29
Section 13.15. Reports to Certificateholders and Rating Agencies..........  29


                                ARTICLE FOURTEEN
     DISTRIBUTIONS; RESERVE FUND; YIELD SUPPLEMENT ACCOUNT; STATEMENTS TO
                               CERTIFICATEHOLDERS

Section 14.01. Accounts...................................................  30
Section 14.02. Collections................................................  30
Section 14.03. Application of Collections.................................  32
Section 14.04. Advances...................................................  33
Section 14.05. Additional Deposits........................................  34
Section 14.06. Distributions..............................................  34
Section 14.07. Subordination; Reserve Fund; Priority of Distributions.....  36
Section 14.08. Net Deposits...............................................  39
Section 14.09. Servicer Letter of Credit..................................  39
Section 14.10. Statements to Certificateholders...........................  40
Section 14.11. Yield Supplement Account...................................  42
Section 14.12. Control of Securities Accounts.............................  44


                                 ARTICLE FIFTEEN
                                THE CERTIFICATES

Section 15.01. The Certificates...........................................  45
Section 15.02. Authentication and Delivery of Certificates................  45
Section 15.03. Registration of Transfer and Exchange of Certificates......  45
Section 15.04. Mutilated, Destroyed, Lost or Stolen Certificates..........  46
Section 15.05. Persons Deemed Owners......................................  46
Section 15.06. Access to List of Certificateholders' Names and
            Addresses.....................................................  47
Section 15.07. Maintenance of Office or Agency............................  47
Section 15.08. Temporary Certificates.....................................  47
Section 15.09. Book-Entry Certificates....................................  48
Section 15.10. Notices to Clearing Agency.................................  48
Section 15.11. Definitive Certificates....................................  48




                                       ii
<PAGE>


                                 ARTICLE SIXTEEN
                                   THE SELLER

Section 16.01. Representations of Seller..................................  50
Section 16.02. Liability of Seller........................................  51
Section 16.03. Merger, Consolidation or Assumption of the Obligations
            of Seller; Certain Limitations................................  51
Section 16.04. Limitation on Liability of Seller and Others...............  53
Section 16.05. Seller May Own Certificates................................  53
Section 16.06. No Transfer of Excess Amounts..............................  53


                                ARTICLE SEVENTEEN
                                  THE SERVICER

Section 17.01. Representations of Servicer................................  54
Section 17.02. Liability of Servicer; Indemnities.........................  55
Section 17.03. Merger, Consolidation or Assumption of the Obligations
            of Servicer...................................................  56
Section 17.04. Limitation on Liability of Servicer and Others.............  56
Section 17.05. Servicer Not to Resign.....................................  57


                                ARTICLE EIGHTEEN
                                EVENTS OF DEFAULT

Section 18.01. Events of Default..........................................  58
Section 18.02. Consequences of an Event of Default........................  58
Section 18.03. Trustee to Act; Appointment of Successor Servicer..........  59
Section 18.04. Notification to Certificateholders.........................  60
Section 18.05. Waiver of Past Defaults....................................  60
Section 18.06. Repayment of Advances......................................  60


                                ARTICLE NINETEEN
                                   THE TRUSTEE

Section 19.01. Duties of Trustee..........................................  61
Section 19.02. Trustee's Certificate......................................  62
Section 19.03. Trustee's Assignment of Administrative Receivables and
            Warranty Receivables..........................................  62
Section 19.04. Certain Matters Affecting the Trustee......................  63
Section 19.05. Trustee Not Liable for Certificates or Receivables.........  64
Section 19.06. Trustee May Own Certificates...............................  65
Section 19.07. Trustee's Fees and Expenses................................  65
Section 19.08. Indemnity of Trustee and Successor Servicer................  66
Section 19.09. Eligibility Requirements for Trustee.......................  66
Section 19.10. Resignation or Removal of Trustee..........................  67


                                      iii
<PAGE>

Section 19.11. Successor Trustee..........................................  67
Section 19.12. Merger or Consolidation of Trustee.........................  68
Section 19.13. Appointment of Co-Trustee or Separate Trustee..............  68
Section 19.14. Representations and Warranties of Trustee..................  69
Section 19.15. Tax Returns................................................  70
Section 19.16. Trustee May Enforce Claims Without Possession of
            Certificates..................................................  70
Section 19.17. Suit for Enforcement.......................................  71
Section 19.18. Rights of Certificateholders to Direct Trustee.............  71


                                 ARTICLE TWENTY
                                   TERMINATION

Section 20.01. Termination of the Trust...................................  72
Section 20.02. Optional Purchase of All Receivables.......................  73


                               ARTICLE TWENTY-ONE
                            MISCELLANEOUS PROVISIONS

Section 21.01. Amendment..................................................  73
Section 21.02. Protection of Title to Trust...............................  74
Section 21.03. Limitation on Rights of Certificateholders.................  76
Section 21.04. Governing Law..............................................  77
Section 21.05. Notices....................................................  77
Section 21.06. Severability of Provisions.................................  77
Section 21.07. Assignment.................................................  77
Section 21.08. Certificates Nonassessable and Fully Paid..................  78
Section 21.09. No Petition................................................  78

EXHIBITS

Exhibit A  -  Form of Trustee's Certificate............................... A-1
Exhibit B  -  Form of Purchaser's Letter.................................. B-1


                                       iv
<PAGE>


______________________________ Trust
Standard Terms and Conditions of Agreement

(Senior/Subordinated)
                            Effective _________, 200_

            For ______________________________ Trusts formed on or
                    subsequent to the date specified above


                                  INTRODUCTION

      These Standard Terms and Conditions of Agreement (Senior/Subordinated)
effective ___________, 200_ (the "Standard Terms and Conditions"), shall be
applicable to __________ ___________________ Trusts formed on or after the
effective date hereof. For each ______________________________ Trust to which
the Standard Terms and Conditions are to be applicable, a Pooling and Servicing
Agreement shall be executed which incorporates by reference the Standard Terms
and Conditions and designates any exclusion from or exception to such
incorporation by reference or variation of the terms hereof for the purposes of
that _____ ________________________ Trust.

                                 ARTICLE ELEVEN
                                   DEFINITIONS

SECTION 11.01. DEFINITIONS. Except as otherwise provided in the Agreement,
whenever used in these Standard Terms and Conditions, the following words and
phrases, unless the context otherwise requires, shall have the following
meanings:

      "ACCOUNTS" means the Certificate Account and the Payahead Account.

      "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 (and, in the
case of the first Collection Period, all payments received by the Servicer from
or for the account of such Obligor since the Cutoff Date through the last day of
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 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, (2) an amount equal to any
reimbursement of Outstanding Advances made pursuant to the first sentence of

<PAGE>

Section 14.04(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 Seller) and (3) all past due Scheduled Payments for which an
Advance has not been made, minus (b) the sum of (1) any Rebate, (2) all Payments
Ahead in respect of such Administrative Receivable held by the Servicer or on
deposit in the Payahead Account 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 Required Rate to the last day of such Collection Period.

      "ADMINISTRATIVE RECEIVABLE" means a Receivable which the Servicer is
required to purchase pursuant to Section 13.02 or 13.08 or which the Servicer,
or any successor to the Servicer, has elected to purchase pursuant to Section
20.02.

      "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.

      "AGREEMENT" means a Pooling and Servicing Agreement executed by the
Seller, the Servicer and the Trustee as of the Cutoff Date, into which these
Standard Terms and Conditions shall be incorporated by reference, and all
amendments thereof and supplements thereto.

      "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 retail installment contracts.

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

      "APPLICANTS" shall have the meaning specified in Section 15.06.

      "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 Servicer pursuant to Section 14.02(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 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


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<PAGE>

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 Scheduled Surplus, Prepayment Surplus and the
interest portion of Applied Payments Ahead, but otherwise excluding Payments
Ahead), (b) Net Liquidation Proceeds, (c) Advances made by the Servicer, (d)
Warranty Purchase Payments and (e) Administrative Purchase Payments, 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 SERVICING FEE" means the fee payable pursuant to Section 13.09 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 of the related Collection
Period or, with respect to the first Distribution Date, the Original Pool
Balance.

      "BOOK-ENTRY CERTIFICATES" means a beneficial interest in the Certificates,
ownership and transfers of which shall be made through book entries by a
Clearing Agency as described in Section 15.09.

      "BUSINESS DAY" means any day other than a Saturday, a Sunday or a day on
which banking institutions in New York, New York or ______________ are
authorized or obligated by law, executive order or governmental decree to be
closed.

      "CERTIFICATE ACCOUNT" means the account or accounts designated as such and
established and maintained pursuant to Section 14.01.

      "CERTIFICATE OWNER" means, with respect to a Book-Entry Certificate, the
Person who is the owner of such Book-Entry Certificate, as reflected on the
books of the Clearing Agency, or on the books of a Person maintaining an account
with such Clearing Agency (directly or as an


                                       3
<PAGE>

indirect participant, in either case in accordance with the rules of such
Clearing Agency) and shall mean, with respect to a Definitive Certificate, the
related Certificateholder.

      "CERTIFICATE REGISTER" and "CERTIFICATE REGISTRAR" mean the register
maintained and the registrar (or any successor thereto) appointed pursuant to
Section 15.03.

      "CERTIFICATEHOLDER" or "HOLDER" means the Person in whose name a
Certificate is registered in the Certificate Register, except that, solely for
the purposes of giving any consent, waiver, request or demand pursuant to the
Agreement, the interest evidenced by any Class A Certificate registered in the
name of the Seller or the Servicer, or any Person known to a Responsible Officer
to be controlling, controlled by or under common control with the Seller or the
Servicer, shall not be taken into account in determining whether the requisite
percentage necessary to effect any such consent, waiver, request or demand shall
have been obtained.

      "CERTIFICATES" means the Class A Certificates and the Class B
Certificates.

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

      "CLASS A CERTIFICATE" means one of the Class A Certificates executed and
authenticated by the Trustee in substantially the form set forth hereto as
Exhibit A to the Agreement.

      "CLASS A CERTIFICATE BALANCE" shall initially equal the Original Class A
Certificate Balance and, on any date thereafter, shall equal the Original Class
A Certificate Balance, reduced by all amounts distributed on or prior to such
date on or in respect of the Class A Certificates and allocable to principal.

      "CLASS A DISTRIBUTABLE AMOUNT" means, with respect to any Distribution
Date, the sum of the Class A Principal Distributable Amount and the Class A
Interest Distributable Amount.

      "CLASS A INTEREST CARRYOVER SHORTFALL" means, with respect to any
Distribution Date, the excess, if any, of (i) the Class A Interest Distributable
Amount for such Distribution Date plus any outstanding Class A Interest
Carryover Shortfall from the immediately preceding Distribution Date plus
interest on such outstanding Class A Interest Carryover Shortfall, to the extent
permitted by law, at the Pass-Through Rate from such immediately preceding
Distribution Date to but not including the current Distribution Date, over (ii)
the amount of interest distributed to Class A Certificateholders on such current
Distribution Date.

      "CLASS A INTEREST DISTRIBUTABLE AMOUNT" means, with respect to any
Distribution Date, the product of one-twelfth of the Pass-Through Rate and the
Class A Certificate Balance as of the immediately preceding Distribution Date
(after giving effect to distributions of principal made on such immediately
preceding Distribution Date) or, in the case of the first Distribution Date, the
Original Class A Certificate Balance.

      "CLASS A PERCENTAGE" shall have the meaning specified in the Agreement.


                                       4
<PAGE>

      "CLASS A POOL FACTOR" means, with respect to any Distribution Date, a
seven-digit decimal figure equal to the Class A Certificate Balance as of such
Distribution Date divided by the Original Class A Certificate Balance.

      "CLASS A PRINCIPAL CARRYOVER SHORTFALL" means, with respect to any
Distribution Date, the excess, if any, of (i) the Class A Principal
Distributable Amount plus any outstanding Class A Principal Carryover Shortfall
with respect to one or more prior Distribution Dates over (ii) the amount of
principal distributed to Class A Certificateholders on such current Distribution
Date.

      "CLASS A PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect to any
Distribution Date, the sum of the Class A Percentage of the following amounts
(but not exceeding the Class A Certificate Balance as of such Distribution
Date): (i) in the case of Precomputed Receivables, the principal portion of all
Scheduled Payments due during the related Collection Period, computed in
accordance with the actuarial method, (ii) in the case of Simple Interest
Receivables, the principal portion of all Scheduled Payments actually received
during the related Collection Period, (iii) the principal portion of all
Prepayments received during such Collection Period (to the extent such amounts
are not included in clauses (i) or (ii) above) and (iv) the Principal Balance of
each Receivable that became an Administrative Receivable, a Warranty Receivable
or a Defaulted Receivable during such Collection Period (to the extent such
amounts are not included in clauses (i), (ii) or (iii) above). In addition, with
respect to the Final Scheduled Distribution Date or the Distribution Date upon
which all remaining Receivables are to be purchased pursuant to Section 20.02,
the Class A Principal Distributable Amount will include the portion of such
amount necessary (after giving effect to the other amounts to be distributed to
the Class A Certificateholders on the Final Scheduled Distribution Date or such
Distribution Date and allocable to principal) to reduce the Class A Certificate
Balance to zero.

      "CLASS B CERTIFICATE" means any one of the Class B Certificates executed
and authenticated by the Trustee in substantially the form set forth hereto as
Exhibit B to the Agreement.

      "CLASS B CERTIFICATE BALANCE" shall initially equal the Original Class B
Certificate Balance and, on any Distribution Date, shall equal the amount by
which the Pool Balance as of the last day of the related Collection Period
exceeds the Class A Certificate Balance on such Distribution Date (after giving
effect to any distributions of principal on such Distribution Date).

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

      "CLASS B INTEREST CARRYOVER SHORTFALL" means, with respect to any
Distribution Date, the excess, if any, of (i) the Class B Interest Distributable
Amount for such Distribution Date plus any outstanding Class B Interest
Carryover Shortfall from the immediately preceding Distribution Date plus
interest on such outstanding Class B Interest Carryover Shortfall, to the extent
permitted by law, at the Pass-Through Rate from such immediately preceding
Distribution Date through the current Distribution Date over (ii) the amount of
interest distributed to Class B Certificateholders on such current Distribution
Date.


                                       5
<PAGE>

      "CLASS B INTEREST DISTRIBUTABLE AMOUNT" means, with respect to any
Distribution Date, the product of one-twelfth of the Pass-Through Rate and the
Class B Certificate Balance as of the immediately preceding Distribution Date
(after giving effect to distributions of principal made on such immediately
preceding Distribution Date) or, in the case of the first Distribution Date, the
Original Class B Certificate Balance.

      "CLASS B PERCENTAGE" shall have the meaning specified in the Agreement.

      "CLASS B PRINCIPAL CARRYOVER SHORTFALL" means, with respect to any
Distribution Date, the excess, if any, of (i) the Class B Principal
Distributable Amount and any outstanding Class B Principal Carryover Shortfall
with respect to one or more prior Distribution Dates over (ii) the amount of
principal distributed to Class B Certificateholders on such current Distribution
Date.

      "CLASS B PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect to any
Distribution Date, the sum of the Class B Percentage of the following amounts
(but not exceeding the Class B Certificate Balance as of such Distribution
Date): (i) in the case of Precomputed Receivables, the principal portion of all
Scheduled Payments due during the related Collection Period, computed in
accordance with the actuarial method, (ii) in the case of Simple Interest
Receivables, the principal portion of all Scheduled Payments actually received
during the related Collection Period, (iii) the principal portion of all
Prepayments received during such Collection Period (to the extent such amounts
are not included in clauses (i) or (ii) above) and (iv) the Principal Balance of
each Receivable that became an Administrative Receivable, a Warranty Receivable
or a Defaulted Receivable during such Collection Period (to the extent such
amounts are not included in clauses (i), (ii) or (iii) above).

      "CLEARING AGENCY" means an organization registered as a "clearing agency"
pursuant to Section 17A of the Exchange Act.

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

      "CLOSING DATE" shall have the meaning specified in the Agreement.

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

      "COLLECTION PERIOD" means, with respect to any Distribution Date, the
calendar month immediately preceding the month in which such Distribution Date
occurs (or, in the case of the first Distribution Date, 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.


                                       6
<PAGE>

      "CONTROL AGREEMENT" means the Control Agreement, dated as of ________,
200_, among the Seller, the Trustee and ______________________, as Securities
Intermediary, and all amendments thereof, supplements thereto and substitutions
therefor.

      "CORPORATE TRUST OFFICE" means the office of the Trustee at which its
corporate trust business shall be administered, which office shall be specified
in the Agreement, or such office at some other address as the Trustee may
designate from time to time by notice to the Certificateholders, the Seller, the
Servicer and the Letter of Credit Bank, if any.

      "CUTOFF DATE" shall have the meaning specified in the Agreement.

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

      "DEFINITIVE CERTIFICATES" shall have the meaning specified in Section
15.09.

      "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 RATE" shall have the meaning specified in the Agreement.

      "DISCOUNT RECEIVABLES" means those Receivables which have APRs which are
less than the sum of (i) the Pass-Through Rate and (ii) the Servicing Fee Rate.

      "DISTRIBUTION DATE" means, with respect to a Collection Period, the
fifteenth calendar day of the following month or, if such day is not a Business
Day, the next succeeding Business Day, commencing with the date specified in the
Agreement.

      "DTC" means The Depository Trust Company, and its successors.


                                       7
<PAGE>

      "DUFF & PHELPS" means Duff & Phelps Inc., and its successors.

      "ENTITLEMENT HOLDER" shall have the meaning specified in Section
8-102(a)(7) of the UCC.

      "ENTITLEMENT ORDER" shall have the meaning specified in Section
8-102(a)(8) of the UCC (i.e., generally, orders directing the transfer or
redemption of any Financial Asset).

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

      "EVENT OF DEFAULT" shall have the meaning specified in Section 18.01.

      "EXCESS AMOUNTS" shall have the meaning specified in Section 14.06(d).

      "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, and its
successors.

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

      "FINAL SCHEDULED DISTRIBUTION DATE" shall have the meaning specified in
the Agreement.

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

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

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

      "INITIAL SERVICER LETTER OF CREDIT AMOUNT" shall have the meaning
specified in the Agreement.

      "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.

      "INVESTMENT COMPANY ACT" means the Investment Company Act of 1940, as
amended.


                                       8
<PAGE>

      "LETTER OF CREDIT BANK" means any Person which has provided a Servicer
Letter of Credit in accordance with Section 14.09.

      "LETTER OF REPRESENTATIONS" shall have the meaning specified in the
Agreement.

      "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 Seller pursuant to the 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" for any Distribution Date will equal the
net present value (discounted at the Discount Rate) of the aggregate amount, as
of the last day of the related Collection Period, by which interest on the
Principal Balance of each Discount Receivable (other than any such Receivable
that is a Defaulted Receivable) for the remaining term of such Receivable
(assuming no prepayments or delinquencies) at the Required Rate exceeds interest
on such Principal Balance at the APR of each such Receivable; provided that,
each Yield Supplement Deposit Amount that would result from such aggregate
amount and such assumptions shall be discounted from the Distribution Date on
which such amount would be required to be withdrawn to the current 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.

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

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


                                       9
<PAGE>

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

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

      "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
16.03(b)(ii)(B).

      "OFFICER'S CERTIFICATE" means a certificate signed by the president, any
Vice President, the treasurer or the secretary of the Seller 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 Seller or the Servicer, may be an employee of or outside
counsel to the Seller or the Servicer), which counsel shall be acceptable to the
Trustee.

      "ORIGINAL CLASS A CERTIFICATE BALANCE" shall have the meaning specified in
the Agreement.

      "ORIGINAL CLASS B CERTIFICATE BALANCE" shall have the meaning specified in
the Agreement.

      "ORIGINAL POOL BALANCE" shall have the meaning specified in the Agreement.

      "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 14.04(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 14.03(a).

      "PASS-THROUGH RATE" means the interest rate on the Certificates payable to
Certificateholders, as specified in the Agreement.

      "PAYAHEAD ACCOUNT" means the account or accounts designated as such and
established and maintained pursuant to Section 14.01.


                                       10
<PAGE>

      "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.

      "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, any
      state thereof, the District of 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 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, 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 funds, common trust fund or
      other pooled investment vehicle, the assets of which are limited to
      instruments that otherwise would constitute Permitted Investments
      hereunder and which has the highest applicable rating by each Rating
      Agency (including but not limited to funds of which the Trustee is the
      manager or financial advisor);


                                       11
<PAGE>

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

provided that each of the foregoing investments shall mature no later than the
Business Day prior to the Distribution 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 Certificate Account, the Payahead Account or the
Reserve Fund, 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.

      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 the Rated Certificates 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 Seller has paid the Warranty Purchase Payment and Defaulted
Receivables) as of the close of business on such date.

      "POOL FACTOR" as of any Distribution Date, means a seven-digit decimal
figure equal to the Pool Balance as of such Distribution Date divided by the
Original Pool Balance.

      "PRECOMPUTED ADVANCE" shall have the meaning specified in Section
14.04(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


                                       12
<PAGE>

actuarial method, net of one month's interest at the Pass-Through 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, (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.

      "PURCHASER'S LETTER" means a representation letter delivered pursuant to
Section 15.03(a) by a Person who is acquiring one or more Class B Certificates,
substantially in the form attached hereto as Exhibit B.

      "RATED CERTIFICATES" means each Class of Certificates that has been rated
by a Rating Agency at the request of the Seller.

      "RATING AGENCY" means each nationally recognized rating agency specified
in the Agreement as from time to time shall be rating the Rated Certificates.

      "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 sale or conditional sale
contract executed by an Obligor in respect of a Financed Vehicle, and all
proceeds thereof and payments thereunder.

      "RECEIVABLE FILE" means the documents specified in Section 12.02
pertaining to a particular Receivable.

      "RECEIVABLES PURCHASE AGREEMENT" shall have the meaning specified in the
Agreement.

      "RECORD DATE" means, with respect to each Distribution Date, in the case
of (i) the Class A Certificates, the calendar day immediately preceding such
Distribution Date (or, if Definitive Certificates have been issued, the last day
of the month immediately preceding the month in which such Distribution Date
occurs) and (ii) the Class B Certificates, the last day of the month immediately
preceding the month in which such Distribution Date occurs.

      "REDUCTION CERTIFICATE" shall have the meaning specified in the Servicer
Letter of Credit, if any.

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


                                       13
<PAGE>

      "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 (i) Pass-Through Rate and (ii) the
Servicing Fee Rate.

      "REQUIRED RATING" means, the rating or ratings specified in the Agreement.

      "REQUIRED SERVICER RATING" means a rating on short-term obligations of the
Servicer of at least Prime-1 by Moody's and A-1 by Standard & Poor's; and any
requirement that the Servicer have the "Required Servicer Rating" shall mean
that the short-term unsecured debt obligations of the Servicer shall be rated at
least equal to the foregoing ratings from Moody's and Standard & Poor's.

      "RESERVE FUND" means the account designated as such and established and
maintained pursuant to Section 14.07.

      "RESERVE FUND INITIAL DEPOSIT" shall have the meaning specified in the
Agreement.

      "RESERVE FUND PROPERTY" shall have the meaning specified in Section
14.07(a)(ii).

      "RESET DATE" shall have the meaning specified in the Servicer Letter of
Credit, if any.

      "RESET PERCENTAGE" shall have the meaning specified in the Servicer Letter
of Credit, if any.

      "RESIDUAL CERTIFICATE" shall have the meaning specified in Section 15.01.

      "RESPONSIBLE OFFICER" means an officer of the Trustee assigned to the
Corporate Trust Office, including any Vice President, any trust officer or any
other officer performing functions similar to those performed by the individuals
who at the time shall be such officers, and any other officer of the Trustee to
whom a matter is referred because of his knowledge of and familiarity with the
particular subject and who shall have direct responsibility for administration
of the Agreement.

      "RETAIL INSTALLMENT CONTRACTS" means retail installment sale contracts 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 the 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


                                       14
<PAGE>

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
sum of the Pass-Through Rate and the Servicing Fee Rate and the denominator of
which equals such APR.

      "SECURITIES ACT" means the Securities Act of 1933, as amended.

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

      "SELLER" means Pooled Auto Securities Shelf LLC, in its capacity as seller
of the Receivables under the Agreement, and each successor thereto (in the same
capacity) pursuant to Section 16.03.

      "SERVICER" means ______________, in its capacity as servicer of the
Receivables pursuant to the Agreement, and each successor thereto (in the same
capacity) appointed pursuant to Section 18.03.

      "SERVICER LETTER OF CREDIT" means, if the Servicer desires to remit
collections on or in respect of the Receivables to the Certificate Account on a
monthly basis upon satisfaction of the conditions described in clause (b) of the
second sentence of Section 14.02(b), (i) an irrevocable letter of credit, issued
by the Letter of Credit Bank and naming the Trustee as beneficiary,
substantially in the form attached as an Exhibit to the Agreement or (ii) a
surety bond, insurance policy or deposit of cash or securities satisfactory to
the Trustee and the Rating Agencies.

      "SERVICER LETTER OF CREDIT AMOUNT" means the amount determined pursuant to
Section 14.09(a).

      "SERVICER'S CERTIFICATE" means an Officer's Certificate of the Servicer
completed and executed pursuant to Section 13.10, substantially in the form
attached as an Exhibit to the Agreement.

      "SERVICING FEE RATE" shall have the meaning specified in the Agreement.

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

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

      "SPECIFIED RESERVE FUND BALANCE" shall have the meaning specified in the
Agreement.


                                       15
<PAGE>

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

      "SUCCESSOR SERVICER" means any entity appointed as a successor to the
Servicer pursuant to Section 18.03.

      "SUPPLEMENTAL SERVICING FEE" means any interest earned on investment of
the monies on deposit in the Accounts during a Collection Period, net of any
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 Receivable that
provides for payments according to the "sum of periodic balances" or "sum of
monthly payments" and that is prepaid in full, the difference between the
Principal Balance of such Receivable computed according to the "sum of periodic
balances" or "sum of monthly payments", 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.

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

      "TRUST" means the trust created by the Agreement, the estate of which
consists of (i) the Receivables (other than Warranty Receivables for which the
Seller has paid the Warranty Purchase Payment and Administrative Receivables for
which the Servicer or the Seller has paid the Administrative Purchase Payment)
and all monies paid thereunder or due and to become due thereunder, in each case
on and after the Cutoff Date; (ii) security interests in the Financed Vehicles;
(iii) the Accounts and such assets as are from time to time deposited in the
Accounts (other than investment earnings thereon); (iv) proceeds from claims on
any Insurance Policies; (v) 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 Trustee; (vi) the
Seller's rights under the Receivables Purchase Agreement (but not the Seller's
obligations thereunder); (vii) the right of the Seller to receive payments
pursuant to any Dealer Recourse; (viii) the Servicer Letter of Credit, if any;
(ix) security interests in the Reserve Fund, the Yield Supplement Account and
such assets as from time to time deposited therein (including investment
earnings thereon) and (x) all proceeds of the foregoing. The Reserve Fund and
the Yield Supplement Account shall not be a part of or otherwise includible in
the Trust.

      "TRUSTEE" means the Person acting as Trustee under the Agreement, its
successor in interest, and any successor trustee appointed pursuant to Section
19.11.

      "TRUSTEE'S CERTIFICATE" means a certificate completed and executed by a
Responsible Officer pursuant to Section 19.02 or 19.03, substantially in the
form attached hereto as Exhibit A.

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

      "UNITED STATES" means the United States of America.


                                       16
<PAGE>

      "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.

      "VOTING INTERESTS" means the aggregate voting strength evidenced by the
Class A Certificates or the Class B Certificates, as the case may be; provided,
however, that where the Voting Interests are relevant in determining whether the
vote of the requisite percentage of Class A Certificateholders or Class B
Certificateholders necessary to effect any consent, waiver, request or demand
shall have been obtained, the Voting Interests shall be deemed to be reduced,
except with respect to any amendment of the Agreement pursuant to the proviso in
the first sentence of Section 21.01(b), by the amount equal to the Voting
Interests (without giving effect to this provision) represented by the interests
evidenced by such Certificate registered in the name of the Seller, the Servicer
or any Person known to a Responsible Officer to be controlling, controlled by or
under common control with the Seller or the Servicer.

      "WARRANTY PURCHASE PAYMENT" means, with respect to a Distribution Date and
to a Warranty Receivable repurchased by the Seller 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) an amount equal to any reimbursement of Outstanding Advances
made pursuant to the first sentence of Section 14.04(c) with respect to such
Receivable and (4) all Outstanding Advances made in respect of 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 Required
Rate to the last day of such Collection Period.

      "WARRANTY RECEIVABLE" means a Receivable which the Seller is required to
repurchase pursuant to Section 12.05.

      "YIELD SUPPLEMENT ACCOUNT" means the account established and maintained
pursuant to Section 14.11.

      "YIELD SUPPLEMENT ACCOUNT DEPOSIT" shall have the meaning specified in the
Agreement, which is, as of the Closing Date, the net present value (discounted
at the Discount Rate) of the aggregate amount as of the Cutoff Date by which
interest on the Principal Balance of each Discount Receivable for the remaining
term of such Receivable (assuming no prepayments or delinquencies) at a rate
equal to the Required Rate exceeds interest at the APR of such Receivable;
provided, that each Yield Supplement Deposit Amount that would result from such
aggregate amount and such assumptions shall be discounted at the Discount Rate
from the Distribution Date on which such amount would be required to be
withdrawn to the Closing Date.


                                       17
<PAGE>

      "YIELD SUPPLEMENT ACCOUNT PROPERTY" shall have the meaning specified in
Section 14.11(d).

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

     SECTION 11.02. USAGE OF TERMS. With respect to all terms in the Agreement,
except as otherwise expressly provided or unless the context otherwise requires,
the singular includes the plural and the plural the singular; words importing
any gender include the other genders; references to "writing" include printing,
typing, lithography and other means of reproducing words in a visible form;
references to agreements and other contractual instruments include all
subsequent amendments thereto or changes therein entered into in accordance with
their respective terms and not prohibited by the Agreement; references to
Persons include their permitted successors and assigns; the term "or" shall
include "and/or"; the term "proceeds" shall have the meaning set forth in the
applicable UCC; and the term "including" means "including without limitation."

     SECTION 11.03. CUTOFF DATE AND RECORD DATE. All references to the Record
Date prior to the first Record Date in the life of the Trust shall be to the
Cutoff Date.

     SECTION 11.04. SECTION REFERENCES. All section references shall be to
Sections in these Standard Terms and Conditions.

     SECTION 11.05. SEPARATE AGREEMENTS. Each Agreement which shall incorporate
by reference these Standard Terms and Conditions shall be separate and distinct
from each other such Agreement, no provision of any such Agreement shall be
applicable to any other such Agreement, and all references to "the Agreement"
and to provisions thereof shall be references to a particular Agreement which
incorporates these Standard Terms and Conditions.


                                       18
<PAGE>

                                 ARTICLE TWELVE

                           CONVEYANCE OF RECEIVABLES;
                           CUSTODY OF RECEIVABLE FILES

     SECTION 12.01. CONVEYANCE OF RECEIVABLES. The Seller, pursuant to the
mutually agreed upon terms contained in the Agreement, shall sell, transfer,
assign and otherwise convey to the Trustee on behalf of the Trust, without
recourse (but subject to the Seller's obligations in the Agreement), all of its
right, title and interest in and to the Receivables and any proceeds related
thereto, including any Dealer Recourse and such other items as shall be
specified in the Agreement. It is the intention of the Seller that the transfer
and assignment contemplated by the Agreement shall constitute a sale of the
Receivables from the Seller to the Trust and the beneficial interest in and
title to the Receivables shall not be part of the Seller's estate in the event
of the filing of a bankruptcy petition by or against the Seller under any
bankruptcy law. The Seller agrees to execute and file all filings (including
filings under the UCC) necessary in any jurisdiction to provide third parties
with notice of the sale of the Receivables pursuant to Section 3.01 of the
Agreement and to perfect such sale under the UCC.

     SECTION 12.02. CUSTODY OF RECEIVABLE FILES. To assure uniform quality in
servicing the Receivables and to reduce administrative costs, the Trustee, upon
the execution and delivery of the Agreement, revocably appoints the Servicer,
and the Servicer accepts such appointment, to act as custodian of the following
documents or instruments which are hereby constructively delivered to the
Trustee 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 on ______________'s customary form, or on a form approved by
     ________ _____, for such application;

          (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;

          (e) all right title and interest of the Seller under the Receivables
     Purchase Agreement, including, without limitation, the right of the Seller
     to cause ________ to purchase Receivables under certain circumstances; and

          (f) any and all other documents that the Seller 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.


                                       19
<PAGE>

     SECTION 12.03. ACCEPTANCE BY TRUSTEE. The Trustee shall acknowledge its
acceptance, pursuant to the Agreement, of all right, title and interest in and
to the Receivables conveyed by the Seller pursuant to the Agreement and shall
declare that the Trustee holds and shall hold such right, title and interest,
upon the trust set forth in the Agreement.

     SECTION 12.04. REPRESENTATIONS AND WARRANTIES OF ________________.

     (a) ________________ has made each of the representations and warranties
set forth under Section 2.03(a) of the Receivables Purchase Agreement and has
consented to the assignment by the Seller to the Trust of the Seller's rights
with respect thereto. Such representations and warranties speak as of the
execution and delivery of the Agreement and as of the Closing Date, but shall
survive the sale, transfer and assignment of the Receivables to the Trust.
Pursuant to Section 12.02 of this Agreement, the Seller has sold, assigned,
transferred and conveyed to the Trust, as part of the assets of the Trust, its
rights under the Receivables Purchase Agreement, including the representations
and warranties of ____________ in Section 2.03(a) therein, upon which the
Trustee relies in accepting the Receivables and delivering the Certificates,
together with all rights of the Seller will respect to any breach thereof,
including the right to require the _________ to repurchase Receivables in
accordance with the Receivables Purchase Agreement. It is understood and agreed
that the representations and warranties referred to in this Section shall
survive the delivery of the Receivable Files to the Trustee or any custodian.

     (b) ____________ hereby agrees that the Trustee shall have the right, on
behalf of the Trust and the Certificateholders, to enforce any and all rights
under the Receivables Purchase Agreement assigned to the Trust herein, including
the right to cause _____________ to repurchase any Receivables with respect to
which it is in breach of any of its representations and warranties set forth in
Section 2.03(a) therein, directly against ______________ as though the Trustee,
as trustee of the Trust, were a party to the Receivables Purchase Agreement, and
the Trustee shall not be obligated to exercise any such rights indirectly
through the Seller.

     SECTION 12.05. REPRESENTATIONS AND WARRANTIES OF THE SELLER. The Seller
makes the following representations and warranties as to the Receivables on
which the Trustee relies in accepting the Receivables and delivering the
Certificate and the Security Insurer relies in issuing the Policy. Such
representations and warranties speak as of the execution and delivery of the
Agreement and as of the Closing Date, but shall survive the sale, transfer and
assignment of the Receivables by the Seller to the Trust.

     (A) TITLE. It is the intention of the Seller that (i) the transfer and
assignment herein contemplated constitute a sale of the Receivables from the
Seller to the Trust, conveying good title thereto, free and clear of any Liens
or rights of other Persons and (ii) the beneficial interest in and title to the
Receivables not be part of the debtor's estate in the event of the filing of a
bankruptcy petition by or against the Seller under any bankruptcy law. No
Receivable has been sold, transferred, assigned or pledged by the Seller to any
Person other than the Trust. Immediately prior to the transfer and assignment
herein contemplated, the Seller had good and marketable title to each
Receivable, free and clear of all Liens and rights of others and,


                                       20
<PAGE>

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

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

     SECTION 12.06. REPURCHASE OF RECEIVABLES UPON BREACH. The Seller, the
_________ or the Trustee, as the case may be, shall inform the other parties to
this Agreement promptly, in writing, upon the discovery of any breach of the
Seller's representations and warranties made pursuant to Section 12.04 of this
Agreement or Section __ of the Receivable Purchase Agreement or of the Seller's
representations and warranties made pursuant to Section 12.05 above. Unless any
such breach shall have been cured by the last day of the second Collection
Period following the discovery thereof by the Trustee or receipt by the Trustee
of notice from the Seller or the Servicer of such breach, the Seller shall be
obligated to repurchase any Receivable materially and adversely affected by any
such breach as of such last day (or, at the Seller's option, the last day of the
first Collection Period following such discovery or notice). In consideration of
the repurchase of any Receivable, the Seller shall remit the Warranty Purchase
Payment, in the manner specified in Section 14.05 PROVIDED, HOWEVER, that the
obligation of the Seller to repurchase any receivable arising solely as a result
of a breach of the _______'s representations and warranties under Section
2.03(a) of the Receivables Purchase Agreement is subject to the receipt by the
Seller of the Warranty Purchase Payment from the _______. Upon any such
repurchase, the Trustee shall, without further action, be deemed to transfer,
assign, set-over and otherwise convey to the Seller, all right, title and
interest of the Trustee in, to and under such repurchased Receivable, all monies
due or to become due with respect thereto and all proceeds thereof. The Trustee
shall execute such documents and instruments of transfer and assignment and take
such other actions as shall be reasonably requested by the Seller to effect the
conveyance of such Receivable pursuant to this Section. The sole remedy of the
Trustee, the Trust or the Certificateholders with respect to a breach of the
Seller's representations and warranties pursuant to Article Six of the Agreement
or Section 12.04 and 12.05 hereof shall be to require the Seller to repurchase
the related Receivable pursuant to this Section and to enforce ______________'s
obligation to repurchase such Receivables from the Seller pursuant to the
Receivables Purchase Agreement. The Trustee shall have no duty to conduct any
affirmative investigation as to the occurrence of any condition requiring the
repurchase of any Receivable pursuant to this Section.

     SECTION 12.07. DUTIES OF SERVICER AS CUSTODIAN.

     (A) SAFEKEEPING. The Servicer, in its capacity as custodian, shall hold the
Receivable Files on behalf of the Trustee for the use and benefit of all present
and future Certificateholders, and maintain such accurate and complete accounts,
records and computer systems pertaining to each Receivable File as shall enable
the Trustee to comply with these Standard Terms and Conditions. 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


                                       21
<PAGE>

comparable motor vehicle receivables that the Servicer services for itself or
others. The Servicer 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 the Agreement, and of the related
accounts, records and computer systems, in such a manner as shall enable the
Trustee to verify the accuracy of the Servicer's record keeping. The Servicer
shall promptly report to the Trustee any failure on its part to hold the
Receivable Files and maintain its accounts, records and computer systems as
herein provided and promptly take appropriate action to remedy any such failure.

     (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 a Schedule to the Agreement, or at such other office as shall be
specified to the Trustee by 30 days' prior written notice. The Servicer shall
make available to the 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 Trustee shall reasonably
instruct.

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

     SECTION 12.08. 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. A certified
copy of a bylaw or of a resolution of the board of directors of the 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 Trustee.

     SECTION 12.09. INDEMNIFICATION BY CUSTODIAN. The Servicer, as custodian of
the Receivable Files, shall indemnify the Trustee 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 Trustee 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 Trustee.

     SECTION 12.10. 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 17.05
or if all of the rights and obligations of the Servicer have been terminated
pursuant to Section 18.02, the appointment of the Servicer as custodian of the
Receivable Files shall be terminated by the Trustee, or by the Holders of
Certificates evidencing not less than 51% of the Voting Interests of the Class A
Certificates and the Class B Certificates, voting together as a single class, in
the same manner as the Trustee or such Holders may terminate the rights and


                                       22
<PAGE>

obligations of the Servicer under Section 18.02. The 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. As soon as
practicable after any termination of such appointment, the Servicer shall
deliver the Receivable Files to the Trustee or its agent at such place or places
as the Trustee may reasonably designate. Notwithstanding the termination of the
Servicer as custodian of the Receivable Files, the Trustee agrees that upon any
such termination, the 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 the Agreement.


                                       23
<PAGE>

                                ARTICLE THIRTEEN
                 ADMINISTRATION AND SERVICING OF RECEIVABLES

     SECTION 13.01. DUTIES OF SERVICER. The Servicer shall manage, service,
administer and make collections on and in respect of the 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 collecting
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 Trustee 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 by
the Trustee to execute and deliver, on behalf of itself, the Trust, the Trustee
or the Certificateholders 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 Trustee, a legal proceeding to enforce a Defaulted Receivable
pursuant to Section 13.04 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 Trustee 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 Trust pursuant to Section
12.01 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 Trustee 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 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
Certificateholders. The 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 under the Agreement.

     SECTION 13.02. 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


                                       24
<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 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 last day of the
Collection Period immediately preceding the Collection Period in which the Final
Scheduled Distribution Date occurs, the Servicer shall be obligated to
repurchase such Receivable pursuant to Section 13.08. 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 13.08, and the
receivable created shall not be included in the Trust. 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 Certificate Account by
the Servicer in accordance with Section 14.02. 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 13.03. 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
Certificate Account pursuant to Section 14.05.

     SECTION 13.04. REALIZATION UPON RECEIVABLES. On behalf of the Trust, the
Servicer shall use its best efforts, consistent with its customary servicing
procedures, to repossess or otherwise 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 Trustee 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 Certificate Account in the manner specified in
Section 14.02. 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


                                       25
<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 13.05. 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 13.06. 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 Trustee hereby authorizes the Servicer, and the Servicer hereby agrees, to
take such steps as are necessary to reperfect such security interest on behalf
of the Trust 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 Trust is
insufficient, without a notation on the related Financed Vehicle's certificate
of title, to grant to the Trust a first priority perfected security interest in
the related Financed Vehicle, the Servicer hereby agrees to serve as the agent
of the Trust for the purpose of perfecting the security interest of the Trust in
such Financed Vehicle and agrees that in such circumstances the Servicer's
listing as the secured party on the certificate of title is solely in its
capacity as agent of the Trust.

     SECTION 13.07. COVENANTS OF SERVICER. The Servicer makes the following
covenants on which the Trustee shall rely in accepting the Receivables in trust
and authenticating the Certificates:

          (A) LIENS IN FORCE. Except as contemplated by the 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 Certificateholders in the Receivables.

          (C) NO AMENDMENTS. Subject to Section 13.02, the Servicer shall not
     amend or otherwise modify any Receivable such that the total number of
     Scheduled Payments is extended beyond the last day of the Collection Period
     immediately preceding the Collection Period in which the Final Scheduled
     Distribution Date occurs, or either the Amount Financed or the APR is
     altered.

     SECTION 13.08. PURCHASE OF RECEIVABLES UPON BREACH. Upon discovery by the
Seller, the Servicer or the Trustee of a breach of any of the covenants of the
Servicer set forth in Section 13.07 that materially and adversely affects the
interests of the Certificateholders in a Receivable, or if an improper
extension, rescheduling or modification of a Receivable is made by the Servicer
as described in Section 13.02, 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


                                       26
<PAGE>

cured in all material respects, purchase from the Trust such Receivable. In
consideration of the purchase of any such Receivable, on the Business Day
immediately preceding the related Distribution Date the Servicer shall remit the
Administrative Purchase Payment to the Certificate Account in the manner
specified in Section 14.05, 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 the Agreement be deemed to have released
all claims for reimbursement of Outstanding Advances made in respect of such
Receivable. The sole remedy of the Trustee, the Trust or the Certificateholders
against the Servicer with respect to a breach pursuant to Section 13.02 or 13.07
shall be to require the Servicer to purchase the related Receivables pursuant to
this Section, except as otherwise provided in Section 17.02. The Trustee shall
have no duty to conduct any affirmative investigation as to the occurrence of
any condition requiring the repurchase of any Receivable pursuant to this
Section except as otherwise provided in Section 17.02.

     SECTION 13.09. 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, out of
Available Interest, 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 the Agreement (including fees and disbursements of the
Trustee and independent accountants, taxes imposed on the Servicer, expenses
incurred in connection with distributions and reports to Certificateholders and
all other fees and expenses not expressly stated under the Agreement to be for
the account of the Certificateholders).

     SECTION 13.10. SERVICER'S CERTIFICATE. On or before each Determination
Date, the Servicer shall deliver to the Trustee, each Rating Agency and the
Letter of Credit Bank, if any, a Servicer's Certificate executed by the
President or any Vice President of the Servicer substantially in the form of an
Exhibit to the Agreement (and setting forth such additional information as
requested by the Trustee or any Rating Agency from time to time which
information the Servicer is able to reasonably provide) containing all
information necessary to make the distributions required by Sections 14.06 and
14.07 in respect of the related Collection Period and all information necessary
for the Trustee to send statements to Certificateholders pursuant to Section
14.10(a). The Servicer shall also specify to the Trustee, no later than the
Determination Date following the last day of a Collection Period as of which the
Seller 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 Seller 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 Seller's account number with
respect to such Receivable (as specified in the Schedule of Receivables).


                                       27
<PAGE>

     SECTION 13.11. ANNUAL STATEMENT AS TO COMPLIANCE; NOTICE OF DEFAULT.

     (a) The Servicer shall deliver to the Trustee and each Rating Agency, on or
before June 30 of each year, beginning with the June 30 that is at least six
months after the Closing Date, 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 March 31 (or, if applicable, such shorter period in the
case of the first such Officer's Certificate) and of its performance under the
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 the 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 Trustee 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 an Event of Default.

     SECTION 13.12. ANNUAL ACCOUNTANTS' REPORT. The Servicer shall cause a firm
of independent accountants (who may also render other services to the Servicer
or to the Seller) to deliver to the Trustee and each Rating Agency on or before
June 30 of each year, beginning with the June 30 that is at least six months
after the Closing Date, a report with respect to the preceding 12-month period
ended March 31 (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 the Agreement
(using procedures specified in such report, which procedures shall be
substantially in compliance with generally accepted auditing standards) 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 the 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 Seller and the
Servicer within the meaning of the Code of Professional Ethics of the American
Institute of Certified Public Accountants.

     SECTION 13.13. ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION REGARDING
RECEIVABLES. The Servicer shall provide to the Trustee reasonable access to the
documentation regarding the Receivables. The Servicer shall provide such access
to any Certificateholder only in such cases where a Certificateholder 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.


                                       28
<PAGE>

     SECTION 13.14. 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 Seller and the
Trustee on or before the Distribution Date relating to such Collection Period an
amendment to the Schedule of Receivables reporting the newly assigned account
number, together with the old account number of each such Receivable. The first
such delivery of amendments to the Schedule of Receivables to the Trustee 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 13.15. REPORTS TO CERTIFICATEHOLDERS AND RATING AGENCIES.

     (a) The Trustee shall provide to any Certificateholder or Certificate Owner
who so requests in writing a copy of (i) any Servicer's Certificate, (ii) any
annual statement as to compliance described in Section 13.11(a), (iii) any
annual accountants' report described in Section 13.12, (iv) any statement to
Certificateholders pursuant to Section 14.10(a) or (v) the Agreement (without
Exhibits). The Trustee may require such Certificateholder or Certificate Owner
to pay a reasonable sum to cover the cost of the Trustee's complying with such
request.

     (b) The Trustee shall forward to each Rating Agency a copy of each (i)
statement to Certificateholders pursuant to Section 14.10(a), (ii) Trustee's
Certificate delivered by the Trustee pursuant to Section 19.02 or 19.03 and
(iii) other report it may receive pursuant to the Agreement at its address
specified in Section 21.05 or in the Agreement.


                                       29
<PAGE>

                                ARTICLE FOURTEEN
             DISTRIBUTIONS; RESERVE FUND; YIELD SUPPLEMENT ACCOUNT;
                        STATEMENTS TO CERTIFICATEHOLDERS

     SECTION 14.01. ACCOUNTS.

     (a) The Servicer shall establish the Accounts in the name of the Trustee
for the benefit of the Certificateholders. Except as otherwise provided in the
Agreement, each Account shall be an account initially established with the
Trustee and maintained with the Trustee so long as (i) the commercial paper or
other short-term unsecured debt obligations of the Trustee have the Required
Rating, or (ii) such Account is a segregated trust account located in the
corporate trust department of the Trustee bearing a designation clearly
indicating that the funds deposited therein are held in trust for the benefit of
the Certificateholders, and the Trustee has a long-term deposit rating from
Moody's (so long as Moody's is a Rating Agency) of at least Baa3 (or such lower
rating as Moody's shall approve in writing) and corporate trust powers under
applicable federal and state laws (which may include the Trustee) and is
organized under the laws of the United States, any state thereof, the District
of Columbia or the Commonwealth of Puerto Rico. Except as otherwise provided in
the Agreement, in the event that the Trustee no longer meets either of the
foregoing requirements, then the Servicer shall, with the Trustee's assistance
as necessary, cause the Accounts to be moved to a bank or trust company that
satisfies either of such requirements.

     (b) For so long as the depository institution or trust company then
maintaining the Accounts meets the requirements of Section 14.01(a)(i) or
(a)(ii), (i) all amounts held in the Certificate Account shall, to the extent
permitted by applicable laws, rules and regulations, be invested, as directed in
writing by the Servicer, in Permitted Investments; otherwise such amounts shall
be maintained in cash and (ii) all amounts held in the Payahead Account shall,
to the extent permitted by applicable laws, rules and regulations, be invested,
as directed in writing by the Servicer, in those investments defined in clause
(vii) of the term "Permitted Investments". Earnings on investment of funds in
the Accounts (net of losses and investment expenses) shall be paid to the
Servicer and any losses and investment expenses shall be charged against the
funds on deposit in the related Account.

     SECTION 14.02. COLLECTIONS.

     (a) Except as otherwise provided in the Agreement, the Servicer shall remit
daily to the Certificate 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 14.02(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 14.02(a)


                                       30
<PAGE>

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 14.02(a), the Servicer will be
permitted to remit such collections to the Certificate Account in immediately
available funds no later than 9:00 A.M., New York time, on the Business Day
immediately preceding each Distribution Date but only for so long as (a)(i) the
Servicer shall be ______________, (ii) except as provided in clause (b) below,
the short-term credit rating of the Servicer is at least equal to the Required
Servicer Rating by each Rating Agency and (iii) no Event of Default shall have
occurred and be continuing, provided, however, that immediately following the
non-compliance with clause (ii) above or in the event that an event of the
nature specified in Section 18.01(c) has occurred (notwithstanding any period of
grace contained in such clause), the Servicer shall remit such collections to
the Certificate Account on a daily basis within two Business Days of receipt
thereof, or (b)(i) if the conditions specified in clause (a)(i) and (iii) above
are satisfied, and (ii) the Servicer shall have obtained (A) a Servicer Letter
of Credit issued in favor of the Trustee by a depository institution or
insurance company, as the case may be, having a short-term credit rating at
least equal to the Required Rating and providing that the Trustee may draw
thereon in the event that the Servicer fails to deposit collections into the
Certificate Account on a monthly basis or (B) a surety bond, insurance policy or
other deposit of cash or securities satisfactory to the Trustee and the Rating
Agencies; provided that in connection with clause (b) above, the Servicer
provides to the 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 (b) above and allowing the Servicer to
make monthly deposits will not result in a qualification, reduction or
withdrawal of its then-current rating of the Rated Certificates and, if
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 (b) above, the Servicer shall be required to remit
collections to the Certificate Account on each Business Day to the extent
provided for in Section 14.09(c). The Trustee shall not be deemed to have
knowledge of any event or circumstance under clause (a)(iii) above that would
require daily remittance by the Servicer to the Certificate Account unless it
has received notice of such event or circumstance from the Seller or the
Servicer in an Officer's Certificate, from Certificateholders as provided in
Section 18.01 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 Seller, 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 Seller 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,
pursuant to Section 14.09 shall not be remitted to the Certificate 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


                                       31
<PAGE>

provide the 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) Except as otherwise provided in the Agreement, the Servicer shall
deposit all Payments Ahead in the Certificate Account within two Business Days
after receipt thereof, which Payments Ahead shall be transferred to the Payahead
Account pursuant to Section 14.06(a)(ii). Notwithstanding the foregoing, so long
as the Servicer is permitted to remit Collections to the Certificate Account on
a monthly basis pursuant to Section 14.02(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 Certificate Account pursuant to
Section 14.06(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 Certificate Account
on a monthly basis pursuant to Section 14.02(b), and until such time as the
Servicer is once again permitted by Section 14.02(b) to remit collections to the
Certificate 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 14.03. APPLICATION OF COLLECTIONS. As of each Record Date, all
collections for the related Collection Period shall be applied by the Servicer
as follows:

          (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 Seller,
     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.


                                       32
<PAGE>

          SECTION 14.04. 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 14.03(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 Certificate 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 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 the Business Day immediately preceding each
Distribution Date, the Servicer will deposit into the Certificate Account an
amount equal to all Advances to be made in respect of the related Collection
Period.

     (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 14.04(b) with respect to a Receivable as to which the Servicer
previously has made an unreimbursed Advance are received by the Trustee 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 Seller and the
Trustee with an Officer's Certificate setting forth the basis for its
determination of any such Nonrecoverable Advance, the Trustee shall promptly
remit to the Servicer from the Certificate Account, (i) from


                                       33
<PAGE>

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 14.06(c)(i). In lieu of causing the
Trustee to remit any such amounts or the amounts described in clauses (i)
through (iv) in Section 14.04(b), the Servicer may deduct such amounts from
deposits otherwise to be made into the Certificate Account in accordance with
Section 14.08.

     SECTION 14.05. ADDITIONAL DEPOSITS.

     (a) The following additional deposits shall be made to the Certificate
Account: (i) the Seller shall remit the aggregate Warranty Purchase Payments
with respect to Warranty Receivables pursuant to Section 12.06, (ii) the
Servicer shall remit (A) the amount required to be remitted in respect of
certain full Prepayments pursuant to Section 13.03, (B) the aggregate Advances
pursuant to Section 14.04(a), (C) the aggregate Administrative Purchase Payments
with respect to Administrative Receivables pursuant to Sections 13.02 and 13.08
and (D) the amount required upon the optional purchase of the Trust by the
Servicer pursuant to Section 20.02 and (iii) the Trustee shall deposit the
aggregate of any amounts received from any Letter of Credit Bank, if any,
pursuant to Section 14.09.

     (b) All deposits required to be made in respect of a Collection Period
pursuant to this Section by the Seller 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 12:00 P.M., New York time, on the Business Day
immediately preceding the related Distribution Date.

     SECTION 14.06. DISTRIBUTIONS.

     (a) On each Distribution Date (or, if the Accounts are not maintained by
the Trustee, on the Business Day immediately preceding each Distribution Date),
the 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 14.02(b) or
     (c)) to the Certificate Account, the aggregate Applied Payments Ahead;

          (ii) if the Servicer is not permitted to hold Payments Ahead pursuant
     to Section 14.02(b) or (c), from the Certificate Account to the Payahead
     Account, the aggregate Payments Ahead for the related Collection Period;
     and

          (iii) from monies on deposit in the Yield Supplement Account to the
     Certificate Account, an amount equal to the Yield Supplement Deposit Amount
     for such Distribution Date.

     (b) On each Determination Date, the Servicer shall inform the Trustee of,
among other things, the amount of funds collected on or in respect of the
Receivables, the Yield Supplement Deposit Amount, if any, the amount of Advances
to be made by the Servicer and the Servicing


                                       34
<PAGE>

Fee and other servicing compensation payable to the Servicer, in each case, with
respect to the immediately preceding Collection Period. On each Determination
Date, the Servicer shall also calculate the Available Interest, the Available
Principal, the Class A Distributable Amount, the Class B Distributable Amount,
the amount to be distributed to Certificateholders of each Class and all other
distributions to be made on the related Distribution Date.

     (c) The rights of the Class B Certificateholders to receive distributions
in respect of the Class B Certificates shall be and hereby are subordinated to
the rights of the Class A Certificateholders to receive distributions in respect
of the Class A Certificates to the extent provided in this Section. On each
Distribution Date, the Trustee shall, subject to Sections 14.06(d) and 14.06(e),
make the following distributions from the Certificate Account in the following
order of priority and in the amounts set forth in the Servicer's Certificate for
such Distribution Date; provided, however, that except as otherwise provided in
Sections 14.05(a) or 14.06(a), such distributions shall be made only from those
funds deposited in the Certificate Account for the related Collection Period:

          (i) to the Servicer, from Available Interest or Available Principal,
     an amount payable in respect of Nonrecoverable Advances pursuant to Section
     14.04(c);

          (ii) to the Servicer, from Available Interest (after giving effect to
     any reduction in Available Interest described in clause (i) above), the
     Total Servicing Fee (including any unpaid Total Servicing Fees from one or
     more prior Collection Periods);

          (iii) to the Class A Certificateholders of record, from Available
     Interest (after giving effect to the reduction in Available Interest
     described in clauses (i) and (ii) above), an amount equal to the sum of the
     Class A Interest Distributable Amount and any outstanding Class A Interest
     Carryover Shortfall from the immediately preceding Distribution Date and,
     if such Available Interest is insufficient, the Class A Certificateholders
     will receive such shortfall first, from the Class B Percentage of Available
     Principal and second, if such amounts are still insufficient, from monies
     on deposit in the Reserve Fund;

          (iv) to the Class A Certificateholders of record, from Available
     Principal (after giving effect to any reduction in Available Principal
     described in clauses (i) and (iii) above), an amount equal to the sum of
     the Class A Principal Distributable Amount and any outstanding Class A
     Principal Carryover Shortfall from the immediately preceding Distribution
     Date and, if such Available Principal is insufficient, the Class A
     Certificateholders will receive such shortfall first, from Available
     Interest (after giving effect to the reduction in Available Interest
     described in clauses (i) through (iii) above) and second, if such amounts
     are still insufficient, from monies on deposit in the Reserve Fund;

          (v) to the Class B Certificateholders of record, from Available
     Interest (after giving effect to the reduction in Available Interest
     described in clauses (i) through (iv) above), an amount equal to the sum of
     the Class B Interest Distributable Amount and any



                                       35
<PAGE>

          outstanding Class B Interest Carryover Shortfall from the immediately
     preceding Distribution; and

          (vi) to the Class B Certificateholders of record, from Available
     Principal (after giving effect to the reduction in Available Principal
     described in clauses (i), (iii) and (iv) above), an amount equal to the sum
     of the Class B Principal Distributable Amount and any
     outstanding Class B Principal Carryover Shortfall from the immediately
     preceding Distribution Date and, if such Available Principal is
     insufficient, the Class B Certificateholders will receive such shortfall
     from Available Interest (after giving effect to the reduction in Available
     Interest described in clauses (i) through (v) above.

      [The Class B Certificateholders will have no rights in, or claims to,
amounts on deposit in the Reserve Fund.]

     (d) On each Distribution Date, the Trustee shall, based on the information
set forth in the related Servicer's Certificate, distribute any excess amounts
remaining in the Certificate Account after making the distributions described in
clauses (c)(i) through (c)(vi) above ("Excess Amounts") in the following amounts
and in the following order of priority: (i) into the Reserve Fund until the
amount on deposit therein equals the Specified Reserve Fund Balance and (ii) to
the Servicer.

     (e) Subject to Section 20.01 respecting the final payment upon retirement
of each Certificate, the Servicer shall on each Distribution Date instruct the
Trustee to distribute to each Certificateholder of record on the related Record
Date by check mailed to such Certificateholder at the address of such Holder
appearing in the Certificate Register (or, if DTC, its nominee or a Clearing
Agency is the relevant Certificateholder, by wire transfer of immediately
available funds or pursuant to other arrangements), the amount to be distributed
to such Certificateholder pursuant to such Holder's Certificates.

     SECTION 14.07. SUBORDINATION; RESERVE FUND; PRIORITY OF DISTRIBUTIONS.

     (a) (i) In order to effectuate the subordination provided for herein and to
assure that sufficient amounts to make required distributions to
Certificateholders will be available, the Servicer shall establish and maintain
with the Trustee a separate trust account (the "Reserve Fund") which will
include the money and other property deposited and held therein pursuant to
Section 14.06(d)(i) and this Section. Except as otherwise provided in the
Agreement, the Reserve Fund shall (A) be a segregated trust account initially
established with the Trustee and maintained with the Trustee so long as the
commercial paper or other short-term unsecured debt obligations of the Trustee
have the Required Rating and (B) in the event that the commercial paper or other
short-term unsecured debt obligations of the Trustee no longer have the Required
Rating, the Servicer shall, with the assistance of the Trustee as necessary,
cause the Reserve Fund to be moved to (1) a segregated deposit account bearing
designations clearly indicating the funds deposited therein are held in trust
for the benefit of the Certificateholders, in a bank or trust company the
commercial paper or other short-term unsecured debt obligations of which shall


                                       36
<PAGE>

have the Required Rating, or (2) one or more segregated trust accounts bearing
designations clearly indicating the funds deposited therein are held in trust
for the benefit of the Certificateholders, located in the corporate trust
department of a depository institution or trust company (which may include the
Trustee) having a long-term deposit rating from Moody's (so long as Moody's is a
Rating Agency) of at least Baa3 (or such lower rating as Moody's shall approve
in writing) and corporate trust powers under applicable federal and state laws
and organized under the laws of the United States, any state thereof, the
District of Columbia or the Commonwealth of Puerto Rico.

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

            (ii) To give effect to the subordination provided for herein and to
assure availability of the amounts maintained in the Reserve Fund, __________
hereby sells, conveys and transfers to the Trustee, as collateral agent, and its
successors and assigns, the Reserve Fund Initial Deposit and all proceeds
thereof and hereby pledges to the Trustee as collateral agent, and its
successors and assigns, the Reserve Fund and all amounts, securities,
investments, financial assets, investment property and other property from time
to time deposited in or credited to the Reserve Fund and all proceeds thereof,
except for net investment earnings attributable to Reserve Fund Property and
payable to ___________ as described in Section 14.07(c)(i) below (collectively,
including, without limitation, the Reserve Fund, the "Reserve Fund Property"),
for the purpose of securing and providing for payment of the Class A and Class B
Distributable Amounts, together with any Class A and Class B Interest Carryover
Shortfalls and Class A and Class B Principal Carryover Shortfalls, in accordance
with Section 14.06 and this Section. The Trustee hereby acknowledges such
transfer, accepts the trusts hereunder and agrees to hold and distribute the
Reserve Fund Property in trust in accordance with the terms and provisions of
this Section.

     (b) Consistent with the limited purposes for which such trust is granted,
on each Distribution Date the amounts on deposit in the Reserve Fund shall be
available for distribution as provided in Section 14.06, in accordance with and
subject to the following: if the amount on deposit in the Reserve Fund on any
Distribution Date (after giving effect to all deposits thereto and withdrawals
therefrom on such Distribution Date) is greater than the Specified Reserve Fund
Balance, the Trustee shall release and distribute any such excess amounts to
__________. Upon any such distribution to the Seller, the Certificateholders
will have no further rights in, or claims to, such amounts.

     (c) (i) Amounts held in the Reserve Fund may be invested in the manner
specified in Section 14.01(b) , except that __________, or an investment manager
selected by the Servicer, shall provide written directions. In the absence of
any such directions, amounts held in the Reserve Fund shall be maintained in
cash. Such investments shall not be sold or disposed of


                                       37
<PAGE>

prior to their maturity. To the extent that the amount on deposit in the Reserve
Fund on the Distribution Date (after giving effect to all deposits thereto or
withdrawals therefrom on such Distribution Date) is greater than the Specified
Reserve Fund Balance, all income and gain realized on Reserve Fund Property
shall be solely for the benefit of __________ and shall be payable by the
Trustee to __________ on each Distribution Date. Realized losses, if any, on
investment of the Reserve Fund Property and all investment expenses shall be
charged first against undistributed investment earnings attributable to the
Reserve Fund Property and then against the Reserve Fund Property.

            (ii) With respect to the Reserve Fund Property, __________ on behalf
of itself, its successors and assigns and the Trustee agree that:

                  (A) any Reserve Fund Property that is held in deposit accounts
            shall be held solely in the name of the Trustee, as collateral
            agent, at the Trustee (in a segregated trust account if the deposits
            of the Trustee do not have the Required Rating) or at one or more
            depository institutions which are eligible to maintain the Reserve
            Fund as described in Section 14.07(a)(i); each such deposit account
            shall be subject to the exclusive custody and control of the
            Trustee, and the Trustee shall have sole signature authority with
            respect thereto;

                  (B) except for any deposit accounts specified in clause
            (ii)(A) above, the Reserve Fund shall be invested only in cash,
            securities or other assets which the Trustee or other eligible
            institution maintaining the Reserve Fund pursuant to Section
            14.07(a)(i) agrees to treat as Financial Assets; and

                  (C) any Reserve Fund Property that is, or is treated as, a
            Financial Asset shall be physically delivered (accompanied by any
            required endorsements) to, or credited to an account in the name of,
            the Trustee or other eligible institution maintaining the Reserve
            Fund pursuant to Section 14.07(a)(i) in accordance with the
            Trustee's or such other institution's customary procedures such that
            the Trustee or such other institution establishes a Security
            Entitlement in favor of the Trustee with respect thereto over which
            the Trustee or such other institution has Control.

            (iii) Each of __________ and the Servicer agrees to take or cause to
be taken such further actions, to execute, deliver and file or cause to be
executed, delivered and filed such further documents and instruments (including,
without limitation, the Control Agreement, any UCC financing statements or the
Agreement) as may be determined to be necessary, in an Opinion of Counsel to
__________ delivered to the Trustee, in order to perfect the interests created
by this Section and otherwise fully to effectuate the purposes, terms and
conditions of this Section. The Seller and/or the Servicer, as the case may be,
shall:

                  (A) promptly execute, deliver and file any financing
            statements, amendments, continuation statements, assignments,
            certificates and other documents with respect to such interests and
            perform all such other acts as may be


                                       38
<PAGE>

            necessary in order to perfect or to maintain the perfection of
            the Trustee's security interest in the Reserve Fund Property; and

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

            (iv) The Trustee shall not enter into any subordination or
intercreditor agreement with respect to the Reserve Fund Property.

(d) Upon termination of the Trust pursuant to Section 20.01, any amounts on
deposit in the Reserve Fund, after payment of all amounts due to the
Certificateholders, shall be paid to __________.

     SECTION 14.08. NET DEPOSITS. For so long as ______________ shall be the
Servicer, the Servicer may make any remittances pursuant to this Article net of
amounts to be distributed by the applicable recipient to such remitting party.
Nonetheless, the Servicer shall account for all of the above described
remittances and distributions as if the amounts were deposited and/or
transferred separately.

     SECTION 14.09. SERVICER LETTER OF CREDIT.

     (a) If, with respect to any Distribution Date which immediately follows a
Collection Period during which the Servicer is permitted to remit collections on
a monthly rather than a daily basis pursuant to Section 14.02 because the
Servicer has obtained a Servicer Letter of Credit, the Servicer shall have
failed to make in full the remittances to the Certificate Account pursuant to
Section 14.02(b) required for distribution to Certificateholders on such
Distribution Date by 9:00 A.M., New York time, on the Business Day immediately
preceding such Distribution Date, the Trustee shall, by 11:00 A.M., New York
time, deliver a demand for payment under the Servicer Letter of Credit to the
Letter of Credit Bank requesting payment in the amount of the shortfall between
the amount of funds that are required to be remitted by the Servicer to the
Certificate Account as set forth in the related Servicer's Certificate and the
amount of funds actually so remitted. Upon receipt of a completed demand for
payment by the Trustee under the Servicer Letter of Credit, the Letter of Credit
Bank shall pay or cause to be paid, at the time and in the manner provided in
the Servicer Letter of Credit, an amount equal to the lesser of (i) the amount
demanded by the Trustee and (ii) the amount available under the Servicer Letter
of Credit (the "Servicer Letter of Credit Amount") to the Trustee for credit to
the Certificate Account. Except as otherwise provided in the Servicer Letter of
Credit, the Servicer Letter of Credit Amount shall equal the lesser of (A) the
product of the Initial Servicer Letter of Credit Amount and the Reset
Percentage, or (B) the Pool Balance as of the last day of the related Collection
Period. The Trustee hereby agrees to deliver a Reduction Certificate
substantially in the form of an Annex to the Servicer Letter of Credit,
appropriately completed to the Letter of Credit Bank after each Reset Date if
doing so would have the effect of reducing the Servicer


                                       39
<PAGE>

Letter of Credit Amount as then in effect. For the purpose of Section 14.06 or
18.01(a), amounts deposited by the Trustee pursuant to this Section shall be
deemed to constitute Servicer remittances with respect to which the demand on
the Servicer Letter of Credit was made.

     (b) The Servicer Letter of Credit shall be terminated by the Trustee, at
the written direction of the Servicer, at any time when (i) ______________ is
the Servicer and (ii) ______________'s short-term debt obligations are at least
equal to the Required Servicer Rating by each Rating Agency; provided, however,
that prior to any such termination of the Servicer Letter of Credit, the
Servicer shall furnish to the Trustee, from each Rating Agency for which the
Servicer's then-current short-term credit rating is not at least as specified in
clause (b)(ii) above, a letter to the effect that the rating then assigned to
the Rated Certificates will not be qualified, reduced or withdrawn and, if
applicable, an Officer's Certificate of the Servicer to the effect that the
Servicer's then-current short-term credit rating is at least as specified in
clause (b)(ii) above from each other Rating Agency, if any. Notwithstanding the
foregoing, if the short-term debt obligations of the Servicer are subsequently
downgraded below the Required Servicer Rating by any Rating Agency, the Servicer
shall be required to obtain and deliver to the Trustee an insurance policy,
letter of credit or surety bond acceptable to each Rating Agency (as evidenced
by a letter from each Rating Agency to the effect that the rating then assigned
to the Rated Certificates will not be qualified, reduced or withdrawn) and
reasonably acceptable in form to the Trustee, or the Servicer shall remit
collections to the Certificate Account on a daily basis pursuant to Section
14.02(a). In addition, the Servicer may allow the Servicer Letter of Credit to
expire or direct the Trustee in writing to cancel the Servicer Letter of Credit,
in each case for so long as the Servicer is required to remit collections to the
Certificate Account on a daily basis pursuant to Section 14.02(a). The Servicer
shall provide prior notice of such cancellation of the Servicer Letter of Credit
pursuant to the immediately preceding sentence to each Rating Agency. The
Servicer shall also provide notice of the renewal or expiration, if any, of the
Servicer Letter of Credit to each Rating Agency and the Trustee.

     (c) Notwithstanding the other provisions of this Section, in the event that
on any day during a Collection Period during which the Servicer is permitted to
remit collections on a monthly rather than a daily basis as a result of having
obtained a Servicer Letter of Credit pursuant to Section 14.02(b), and the
aggregate amount of collections described in the first sentence of Section 14.02
and received during such Collection Period exceeds the Servicer Letter of Credit
Amount, then the Servicer shall cause all collections in excess of such amount
and all other collections received during the remainder of such Collection
Period to be deposited into the Certificate Account on a daily basis within two
Business Days of receipt.

     SECTION 14.10. STATEMENTS TO CERTIFICATEHOLDERS.

     (a) On each Distribution Date, the Trustee shall include with each
distribution to each Certificateholder of record, a statement, prepared by the
Servicer, based on information in the Servicer's Certificate furnished pursuant
to Section 13.10, setting forth for the related Collection Period the following
information as of the last day of the related Collection Period or such
Distribution Date, as the case may be:


                                       40
<PAGE>

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

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

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

          (iv) the amount of the Basic Servicing Fee paid to the Servicer with
     respect to the related Collection Period;

          (v) the amount of the Class A and Class B Principal and Interest
     Carryover Shortfalls, if any, on such Distribution Date and the change in
     the Class A Principal and Interest Carryover Shortfalls from the
     immediately preceding Distribution Date;

          (vi) the Pool Factor and the Class A and Class B Pool Factor as of
     such Distribution Date, after giving effect to payments allocated to
     principal reported under clause (i) above;

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

          (viii) the amount on deposit in the Reserve Fund on such Distribution
     Date, after giving effect to distributions made on such Distribution Date,
     and the change in such amount from the immediately preceding Distribution
     Date and the Specified Reserve Fund Balance;

          (ix) the amount on deposit in the Payahead Account or held by the
     Servicer constituting Payments Ahead and the change in such amount from the
     immediately preceding Distribution Date;

          (x) the amount of Outstanding Advances on such Distribution Date and
     the change in such amount from the immediately preceding Distribution Date;

          (xi) the Class A Certificate Balance and the Class B Certificate
     Balance as of such Distribution Date, after giving effect to payments
     allocated to principal reported under clause (i) above;

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

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

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


                                       41
<PAGE>

     (b) Within a reasonable period of time after the end of each calendar year,
but not later than the latest date permitted by law, the Trustee shall mail, to
each Person who at any time during such calendar year shall have been a Holder
of a Class A or Class B Certificate, a statement or statements, prepared by the
Servicer, which in the aggregate contain the sum of the amounts set forth in
clauses (i), (ii), (iv) and (v) above for such calendar year or, in the event
such Person shall have been a Holder of a Class A or Class B Certificate during
a portion of such calendar year, for the applicable portion of such year, for
the purposes of such Certificateholder's preparation of federal income tax
returns. In addition, the Servicer shall furnish to the Trustee for distribution
to such Person at such time any other information necessary under applicable law
for the preparation of such income tax returns, including information relating
to original issue discount calculation if any.

     SECTION 14.11. YIELD SUPPLEMENT ACCOUNT.

     (a) [__________] shall establish the Yield Supplement Account in the name
of the Trustee for the benefit of the Certificateholders. Except as otherwise
provided in the Agreement, the Yield Supplement Account shall be initially
established with the Trustee and maintained with the Trustee so long as (i) the
commercial paper or other short-term unsecured debt obligations of the Trustee
have the Required Rating, or (ii) such Yield Supplement Account is a segregated
trust account located in the corporate trust department of the Trustee bearing a
designation clearly indicating that the funds deposited therein are held in
trust for the benefit of the Certificateholders, and the Trustee has a long-term
deposit rating from Moody's (so long as Moody's is a Rating Agency) of at least
Baa3 (or such lower rating as Moody's shall approve in writing) and corporate
trust powers under applicable federal and state laws (which may include the
Trustee) and is organized under the laws of the United States, any State
thereof, the District of Columbia or the Commonwealth of Puerto Rico. Except as
otherwise provided in the Agreement, in the event that the Trustee no longer
meets either of the foregoing requirements, then the Servicer shall, with the
Trustee's assistance as necessary, cause the Yield Supplement Account to be
moved to a bank or trust company that satisfies either of such requirements.

     (b) For so long as the depository institution or trust company then
maintaining the Yield Supplement Account meets the requirements of Section
14.11(a)(i) or (a)(ii), all amounts held in the Yield Supplement Account shall,
to the extent permitted by applicable laws, rules and regulations, be invested,
as directed by [__________], in Permitted Investments; otherwise such amounts
shall be maintained in cash. Realized losses, if any, on investment of funds on
deposit in the Yield Supplement Account and all investment expenses shall be
charged first against undistributed investment earnings attributable to the
Yield Supplement Account and then against the amounts on deposit in the Yield
Supplement Account.

     (c) On or prior to the Closing Date, [__________] shall deposit an amount
equal to the Yield Supplement Account Deposit into the Yield Supplement Account.
The Yield Supplement Account shall not be part of the Trust but instead will be
owned by[__________] and held for the benefit of the Holders of the
Certificates.


                                       42
<PAGE>

     (d) [__________] hereby sells, conveys and transfers to the Trustee and its
successors and assigns, the Yield Supplement Account Deposit and all proceeds
thereof and hereby pledges to the Trustee as collateral agent, and its
successors and assigns, the Yield Supplement Account and all amounts,
securities, investments, financial assets, investment property and other
property from time to time deposited in or credited to the Yield Supplement
Account and all proceeds thereof (collectively, including, without limitation,
the Yield Supplement Account, the "Yield Supplement Account Property") for the
purpose of security payments of the Maximum Yield Supplement Amount, subject,
however to the limitations set forth below:

          (i) all or a portion of the Yield Supplement Account Property may be
     invested and reinvested in the manner specified in Section 14.11(b). All
     such investments shall be made in the name of the Trustee and all income
     and gain realized thereon shall remain in the Yield Supplement Account and
     be distributed to the Certificate Account as required by Section
     14.06(a)(iii);

          (ii) notwithstanding anything herein to the contrary, on each
     Distribution Date, the Trustee shall pay to [__________] the amount, if
     any, of any funds on deposit in the Yield Supplement Account in excess of
     the Maximum Yield Supplement Amount, after giving effect to all
     distributions to be made on such date; and

          (iii) upon termination of this Agreement in accordance with Article
     Twenty or in the event that [__________] obtains a letter of credit, surety
     bond or insurance policy or otherwise satisfies the requirements
     established by the Rating Agencies, in either case as evidenced by a letter
     to the Trustee from each Rating Agency to the effect that the foregoing
     arrangements will not cause their then-current ratings of the Rated
     Certificates to be qualified, reduced or withdrawn, all amounts on deposit
     in the Yield Supplement Account shall be paid to [__________].

          (iv) Each of [__________] and the Servicer agrees to take or cause to
     be taken such further actions, to execute, deliver and file or cause to be
     executed, delivered and filed such further documents and instruments
     (including, without limitation, the Control Agreement, any UCC financing
     statements or the Agreement) as may be determined to be necessary, in an
     Opinion of Counsel to [__________] delivered to the Trustee, in order to
     perfect the interests created by this Section and otherwise fully to
     effectuate the purposes, terms and conditions of this Section. [__________]
     and/or the Servicer, as the case may be, shall:

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

                  (B) make the necessary filings of financing statements or
            amendments thereto within five days after the occurrence of any of
            the following (and promptly notify the Trustee of each such filing):
            (1) any change in its corporate


                                       43
<PAGE>

            name or any trade name, (2) any change in the location of its
            chief executive office or principal place of business or (3) any
            merger or consolidation or other change in its identity or
            corporate structure.

     (e) The Trustee hereby covenants not to enter into any subordination or
intercreditor agreement with respect to the Yield Supplement Account or any
assets on deposit therein.

     SECTION 14.12. CONTROL OF SECURITIES ACCOUNTS. Notwithstanding anything
else contained herein, the Servicer agrees that each of the Certificate Account,
the Payahead Account, the Reserve Fund and the Yield Supplement Account will be
established only with the Trustee or another institution meeting the
requirements of Section 14.01(a), Section 14.07(a)(i) or Section 14.11(a), as
applicable, which agrees substantially as follows: (i) it will comply with
Entitlement Orders related to such account issued by the Trustee without further
consent by the Servicer; (ii) until termination of the 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 Trustee;
and (iii) all assets delivered or credited to it in connection with such account
and all investments thereof will be promptly credited to such account.


                                       44
<PAGE>

                                 ARTICLE FIFTEEN
                                THE CERTIFICATES

     SECTION 15.01. THE CERTIFICATES. The Class A Certificates and the Class B
Certificates shall be substantially in the form of Exhibits to the Agreement.
The Class A Certificates and the Class B Certificates shall be issuable in
minimum denominations of $1,000 and integral multiples in excess thereof;
provided, however, that one Class A Certificate and one Class B Certificate may
be issued in a denomination that includes any remaining portion of the Original
Class A Certificate Balance and the Original Class B Certificate Balance,
respectively (each, a "Residual Certificate"). The Certificates shall be
executed on behalf of the Trust by manual or facsimile signature of a
Responsible Officer and authenticated on behalf of the Trustee by the manual or
facsimile signature of a Responsible Officer. Certificates bearing the manual or
facsimile signatures of individuals who were, at the time when such signatures
were affixed, authorized to sign on behalf of the Trustee shall be valid and
binding obligations of the Trust, notwithstanding that such individuals or any
of them have ceased to be so authorized prior to the authentication and delivery
of such Certificates or did not hold such offices at the date of such
Certificates. All Certificates shall be dated the date of their authentication.

     SECTION 15.02. AUTHENTICATION AND DELIVERY OF CERTIFICATES. The Trustee
shall cause to be authenticated and delivered to or upon the order of the
Seller, in exchange for the Receivables and the other assets of the Trust,
simultaneously with the sale, assignment and transfer to the Trustee of the
Receivables, and the constructive delivery to the Trustee of the Receivable
Files and the other components of the Trust, Certificates duly authenticated by
the Trustee, in authorized denominations equaling in the aggregate the Original
Pool Balance and evidencing the entire ownership of the Trust. No Certificate
shall be entitled to any benefit under the Agreement, or be valid for any
purpose, unless there appears on such Certificate a certificate of
authentication substantially in the form set forth in the form of such
Certificate appearing as an Exhibit to the Agreement, executed by the Trustee by
manual signature, and such certificate upon any Certificate shall be conclusive
evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered under the Agreement.

     SECTION 15.03. REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES.

     (a) The Certificate Registrar shall maintain a Certificate Register in
which, subject to such reasonable regulations as it may prescribe, the
Certificate Registrar shall provide for the registration of Certificates and
transfers and exchanges of Certificates as provided in the Agreement. The
Trustee is hereby initially appointed Certificate Registrar for the purpose of
registering Certificates and transfers and exchanges of Certificates as provided
in the Agreement. In the event that, subsequent to the Closing Date, the Trustee
notifies the Servicer that it is unable to act as Certificate Registrar, the
Servicer shall appoint another bank or trust company, having an office or agency
located in the Borough of Manhattan, The City of New York, agreeing to act in
accordance with the provisions of the Agreement applicable to it, and


                                       45
<PAGE>

otherwise acceptable to the Trustee, to act as successor Certificate Registrar
under the Agreement.

     (b) Subject to Section 15.03(a), upon surrender for registration of
transfer of any Certificate at the Corporate Trust Office, provided that the
requirements of Section 8-401 of the UCC are met, the Trustee on behalf of the
Trust shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates of the same Class in
authorized denominations of a like aggregate principal amount.

     (c) At the option of a Certificateholder, Certificates may be exchanged for
other Certificates of the same Class of authorized denominations of a like
aggregate principal amount, upon surrender of the Certificates to be exchanged
at any such office or agency. Whenever any Certificates are so surrendered for
exchange, provided that the requirements of Section 8-401 of the UCC have been
met, the Trustee on behalf of the Trust shall execute, authenticate and deliver
the Certificates that the Certificateholder making the exchange is entitled to
receive. Every Certificate presented or surrendered for registration of transfer
or exchange shall be accompanied by a written instrument of transfer in form
satisfactory to the Trustee and the Certificate Registrar duly executed by the
Holder thereof or his attorney duly authorized in writing with such signature
guaranteed in accordance with the customary requirements of the Certificate
Registrar.

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

     (e) All Certificates surrendered for registration of transfer or exchange
shall be cancelled and disposed of in accordance with the Trustee's policy of
disposal.

     SECTION 15.04. MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES. If (i)
any mutilated Certificate is surrendered to the Certificate Registrar, or the
Certificate Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate, and (ii) there is delivered to the Certificate
Registrar and the Trustee such security or indemnity as may be required by them
to save each of them harmless, then, in the absence of notice that such
Certificate has been acquired by a protected purchaser, and provided that the
requirements of Section 8-405 of the UCC have been met, the Trustee on behalf of
the Trust shall execute and the Trustee shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor and fractional undivided interest.
In connection with the issuance of any new Certificate under this Section, the
Trustee may require the payment by the Holder of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto. Any
duplicate Certificate issued pursuant to this Section shall constitute complete
and indefeasible evidence of ownership in the Trust, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.

     SECTION 15.05. PERSONS DEEMED OWNERS. Prior to due presentation of a
Certificate for registration of transfer, the Trustee, the Certificate Registrar
and any of their respective agents may treat the


                                       46
<PAGE>

Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 14.06
and for all other purposes whatsoever, and neither the Trustee, the Certificate
Registrar nor any of their respective agents shall be affected by any notice to
the contrary.

     SECTION 15.06. ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND ADDRESSES.
The Certificate Registrar shall furnish or cause to be furnished to the
Servicer, within 15 days after receipt by the Certificate Registrar of a written
request therefor from the Servicer, a list, in such form as the Servicer may
reasonably require, of the names and addresses of the Certificateholders as of
the most recent Record Date. If three or more Certificateholders, or one or more
Holders of Class A Certificates or Class B Certificates evidencing not less than
25% of the Voting Interests of the Certificates of the related Class
(hereinafter referred to as "Applicants"), apply in writing to the Trustee, and
such application states that the Applicants desire to communicate with other
Certificateholders with respect to their rights under the Agreement or under the
Certificates and such application is accompanied by a copy of the communication
that such Applicants propose to transmit, then the Trustee shall, within five
Business Days after the receipt of such application, afford such Applicants
access, during normal business hours, to the current list of Certificateholders.
Every Certificateholder, by receiving and holding a Certificate, agrees with the
Servicer and the Trustee that neither the Servicer nor the Trustee shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Certificateholders under the Agreement, regardless of the
source from which such information was derived.

     SECTION 15.07. MAINTENANCE OF OFFICE OR AGENCY. The Trustee shall maintain
in the Borough of Manhattan, The City of New York, an office or offices or
agency or agencies where Certificates may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Trustee in
respect of the Certificates and the Agreement may be served. Unless otherwise
provided in the Agreement, the Trustee shall designate the Corporate Trust
Office as its office for such purposes. The Trustee shall give prompt written
notice to the Seller, the Servicer and to Certificateholders of any change in
the location of the Certificate Register or any such office or agency.

     SECTION 15.08. TEMPORARY CERTIFICATES. Pending the preparation of
definitive Certificates, the Trustee, on behalf of the Trust, may execute,
authenticate and deliver temporary Certificates that are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Certificates in lieu of which they
are issued. If temporary Certificates are issued, the Seller will cause
definitive Certificates to be prepared without unreasonable delay. After the
preparation of definitive Certificates, the temporary Certificates shall be
exchangeable for definitive Certificates upon surrender of the temporary
Certificates at the office or agency to be maintained as provided in Section
15.07, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Certificates, the Trustee on behalf of the Trust shall execute
and authenticate and deliver in exchange therefor a like principal amount of
definitive Certificates in authorized denominations. Until so exchanged the
temporary Certificates shall in all respects be entitled to the same benefits
under the Agreement as definitive Certificates.


                                       47
<PAGE>

     SECTION 15.09. BOOK-ENTRY CERTIFICATES. Unless otherwise specified in the
Agreement, the Class A Certificates and the Class B Certificates, upon original
issuance will be issued in the form of one or more typewritten certificates
representing the Book-Entry Certificates, to be delivered to DTC, the initial
Clearing Agency, by, or on behalf of, the Seller. The certificate or
certificates delivered to DTC evidencing such Certificates shall initially be
registered on the Certificate Register in the name of Cede & Co., the nominee of
the initial Clearing Agency, and no Certificate Owner will receive a definitive
certificate representing such Certificate Owner's interest in the Certificates,
except as provided in Section 15.11. Unless otherwise specified in the
Agreement, subject to Section 15.11, unless and until definitive, fully
registered Certificates (the "Definitive Certificates") have been issued to
Certificate Owners pursuant to Section 15.11:

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

          (ii) the Seller, the Servicer, the Certificate Registrar and the
     Trustee may deal with the Clearing Agency for all purposes (including the
     making of distributions on the Certificates) as the authorized
     representative of the Certificate Owners;

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

          (iv) the rights of Certificate Owners shall be exercised only through
     the Clearing Agency (or through procedures established by the Clearing
     Agency) and shall be limited to those established by law and agreements
     between such Certificate Owners and the Clearing Agency and/or the Clearing
     Agency Participants. Pursuant to the Letter of Representations, unless and
     until Definitive Certificates are issued pursuant to Section 15.11, the
     initial Clearing Agency will make book-entry transfers among the Clearing
     Agency Participants and receive and transmit distributions of principal and
     interest on the Certificates to such Clearing Agency Participants; and

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

     SECTION 15.10. NOTICES TO CLEARING AGENCY. Whenever notice or other
communication to Certificateholders is required under the Agreement, unless and
until Definitive Certificates shall have been issued to Certificate Owners
pursuant to Section 15.11, the Trustee and the Servicer shall give all such
notices and communications specified herein to be given to Certificateholders to
the Clearing Agency.

     SECTION 15.11. DEFINITIVE CERTIFICATES. If (i)(A) the Seller advises the
Trustee in writing that the Clearing Agency is no longer willing or able to
properly discharge its responsibilities as described in the Letter of
Representations and (B) the Trustee or the Seller is unable to locate a


                                       48
<PAGE>

qualified successor, (ii) the Seller at its option, advises the Trustee in
writing that it elects to terminate the book-entry system through the Clearing
Agency or (iii) after the occurrence of an Event of Default, Certificate Owners
representing beneficial interests in the Certificates aggregating not less than
51% of the Voting Interests thereof advise the Trustee and the Clearing Agency
through the Clearing Agency Participants in writing that the continuation of a
book-entry system through the Clearing Agency is no longer in the best interests
of the Certificate Owners, then the Trustee shall notify all Certificate Owners,
through the Clearing Agency, of the occurrence of any such event and of the
availability of Definitive Certificates to Certificate Owners requesting the
same. Upon surrender to the Trustee of the typewritten certificates representing
Book-Entry Certificates by the Clearing Agency, accompanied by instructions from
the Clearing Agency for registration, the Trustee shall issue the Definitive
Certificates and deliver such Definitive Certificates in accordance with the
instructions of the Clearing Agency. Neither the Seller, the Certificate
Registrar nor the Trustee shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying on,
such instructions. Upon the issuance of Definitive Certificates, the Trustee
shall recognize the Holders of the Definitive Certificates as Certificateholders
hereunder. The Trustee shall not be liable if the Trustee or the Seller is
unable to locate a qualified successor Clearing Agency.


                                       49
<PAGE>

                                 ARTICLE SIXTEEN
                                   THE SELLER

     SECTION 16.01. REPRESENTATIONS OF SELLER. The Seller shall make the
following representations on which the Trustee shall rely in accepting the
Receivables in trust and executing and authenticating the Certificates. The
representations shall speak as of the execution and delivery of the Agreement
and shall survive the sale of the Receivables to the Trustee.

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

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

          (d) VALID SALE; BINDING OBLIGATION. The Agreement evidences a valid
     sale, transfer and assignment of the Receivables, enforceable against
     creditors of and purchasers from the Seller; and constitutes a legal, valid
     and binding obligation of the Seller 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
     Seller of this Agreement and the consummation of the transactions
     contemplated by the Agreement and the fulfillment of the terms of the
     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 Seller, 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 Seller is a party or
     by which it shall be bound; nor result in the


                                       50
<PAGE>

     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
     the Agreement); nor violate any law or, to the Seller's knowledge, any
     order, rule or regulation applicable to the Seller of any court or of any
     federal or state regulatory body, administrative agency or other
     governmental instrumentality having jurisdiction over the Seller 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 Seller.

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

     SECTION 16.02. LIABILITY OF SELLER. The Seller shall be liable in
accordance with the Agreement only to the extent of the obligations in the
Agreement specifically undertaken by the Seller in such capacity under the
Agreement and shall have no other obligations or liabilities hereunder.

     SECTION 16.03. MERGER, CONSOLIDATION OR ASSUMPTION OF THE OBLIGATIONS OF
SELLER; CERTAIN LIMITATIONS.

     (a) Any Person (i) into which the Seller may be merged or consolidated,
(ii) which may result from any merger, conversion or consolidation to which the
Seller shall be a party or (iii) which may succeed to all or substantially all
of the business of the Seller, which Person in any of the foregoing cases
executes an agreement of assumption to perform every obligation of the Seller
under the Agreement, shall be the successor to the Seller under the Agreement
without the execution or filing of any document or any further act on the part
of any of the parties to the Agreement, except that if the Seller 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 Seller
hereunder. The Seller 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 the Rated Certificates.

     (b) (i) Subject to paragraph (ii) below, the purpose of the Seller shall be
to engage in any lawful activity for which a limited liability company may be
organized under the laws of Delaware other than the banking business, the trust
company business or the practice of a profession.

            (ii) Notwithstanding paragraph (b)(i) above, the purpose of the
Seller 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,


                                       51
<PAGE>

finance, refinance and otherwise deal with, retail installment sale 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 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, 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 Seller or Offered Securities are rated by any nationally recognized
statistical rating organization, the Seller shall not issue notes or otherwise
borrow money unless (1) the Seller 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 Seller other than the
assets pledged to secure such notes or borrowings, (Y) do not constitute a claim
against the Seller 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 Seller 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 Seller (which must include the affirmative vote
     of all duly appointed Independent Directors, as required by the limited
     liability company agreement of the Seller), (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
     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 action in
     furtherance of the actions set forth in clauses (A) through (F) above;
     provided, however, that no director may be required by any member of the
     Seller to consent to the institution of bankruptcy or insolvency
     proceedings against the Seller so long as it is solvent; or


                                       52
<PAGE>

          (iii) merge or consolidate with any other Person 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 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 16.03(c)).

     16.04. LIMITATION ON LIABILITY OF SELLER AND OTHERS. The Seller and any
director, officer, employee or agent of the Seller 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 under the Agreement.
The Seller shall not be under any obligation to appear in, prosecute or defend
any legal action that is not incidental to its obligations as Seller of the
Receivables under the Agreement and that in its opinion may involve it in any
expense or liability.

     16.05. SELLER MAY OWN CERTIFICATES. The Seller and any Person controlling,
controlled by or under common control with the Seller may in its individual or
any other capacity become the owner or pledgee of Certificates with the same
rights as it would have if it were not the Seller or an Affiliate thereof except
as otherwise specifically provided in the definition of the term
"Certificateholder." Certificates so owned by or pledged to the Seller or such
controlling or commonly controlled Person shall have an equal and proportionate
benefit under the provisions of the Agreement, without preference, priority or
distinction as among all of the Certificates.

     16.06. NO TRANSFER OF EXCESS AMOUNTS. The Seller hereby covenants that,
except as otherwise provided in the Agreement, it will not transfer, pledge or
assign to any Person any part of its right to receive any Excess Amounts
pursuant to Section 14.06(d)(ii) unless it has first delivered to the Trustee
and each Rating Agency an Opinion of Counsel in form and substance satisfactory
to the Trustee stating that such transfer will not (i) adversely affect the
status of the Trust as a grantor trust pursuant to subpart E, part I of
subchapter J of the Code or (ii) cause the Reserve Fund to be taxable as a
corporation under the Code. The Seller shall give written notice to each Rating
Agency of any proposed transfer, pledge or assignment to any Person of all or
any part of its right to receive Excess Amounts pursuant to Section
14.06(d)(ii).


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<PAGE>

                                ARTICLE SEVENTEEN
                                  THE SERVICER

     SECTION 17.01. REPRESENTATIONS OF SERVICER. The Servicer shall make the
following representations on which the Trustee shall rely in accepting the
Receivables in trust and executing and authenticating the Certificates. The
representations shall speak as of the execution and delivery of the Agreement
and shall survive the sale of the Receivables to the Trustee.

          (a) ORGANIZATION AND GOOD STANDING. The Servicer has been duly
     organized and is validly existing as a corporation 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 Trustee.

          (b) DUE QUALIFICATION. The Servicer is duly qualified to do business
     as a foreign corporation 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 the Agreement) shall require such
     qualifications.

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

          (d) BINDING OBLIGATION. The 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 Seller of this Agreement and the consummation of the transactions
     contemplated by the Agreement and the fulfillment of the terms of the
     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


                                       54
<PAGE>

     such indenture, agreement or other instrument (other than the Agreement);
     nor violate 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 the Agreement or the Certificates, (ii)
     seeking to prevent the issuance of the Certificates or the consummation of
     any of the transactions contemplated by the Agreement, (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 Agreement or the Certificates or (iv) relating to
     the Servicer and which might adversely affect the federal income tax
     attributes of the Certificates.

     SECTION 17.02. LIABILITY OF SERVICER; INDEMNITIES.

     (a) The Servicer shall be liable in accordance herewith only to the extent
of the obligations specifically undertaken by the Servicer under the Agreement
and shall have no other obligations or liabilities under the Agreement. Such
obligations shall include the following:

          (i) the Servicer shall defend, indemnify and hold harmless the Seller,
     the Trustee, the Trust and the Certificateholders from and against any and
     all costs, expenses, losses, damages, claims and liabilities, including
     reasonable fees and expenses of counsel and expenses of litigation arising
     out of or resulting from the use or operation by the Servicer or any
     Affiliate thereof of any Financed Vehicle;

          (ii) the Servicer shall indemnify, defend and hold harmless the
     Seller, the Trustee and the Trust from and against any taxes that may at
     any time be asserted against the Seller, the Trustee or the Trust with
     respect to the transactions contemplated in the Agreement, including,
     without limitation, any sales, gross receipts, general corporation,
     tangible or intangible personal property, privilege or license taxes (but
     not including any taxes asserted with respect to, and as of the date of,
     the sale of the Receivables to the Trustee or the issuance and original
     sale of the Certificates, or asserted with respect to ownership of the
     Receivables, or federal or other income taxes arising out of distributions
     on the Certificates) and costs and expenses in defending against the same;

          (iii) the Servicer shall indemnify, defend and hold harmless the
     Seller, the Trustee, the Trust and the Certificateholders from and against
     any and all costs, expenses, losses, claims, damages and liabilities to the
     extent that such cost, expense, loss, claim, damage or liability arose out
     of, and was imposed upon the Seller, the Trustee, the Trust or the
     Certificateholders through the negligence, willful misfeasance or bad faith
     of the


                                       55
<PAGE>

     Servicer in the performance of its duties under the Agreement or by
     reason of reckless disregard of its obligations and duties under the
     Agreement; and

          (iv) the Servicer shall indemnify, defend and hold harmless the
     Trustee and its officers, 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 contained in the Agreement and the performance of the duties of
     Securities Intermediary under the Control Agreement, except to the extent
     that such cost, expense, loss, claim, damage or liability: (A) shall be due
     to the willful misfeasance, bad faith or negligence of the Trustee or the
     Securities Intermediary, (B) shall arise from the breach by the Trustee of
     any of its representations or warranties set forth in Section 19.14, (C)
     shall arise from the breach by the Securities Intermediary of any of its
     representations, warranties or covenants set forth in Section 3.01 of the
     Control Agreement, (D) relates to any tax other than the taxes with respect
     to which either the Seller or the Servicer shall be required to indemnify
     the Trustee or (E) shall arise out of or be incurred in connection with the
     performance by the Trustee of the duties of a Successor Servicer under the
     Agreement.

     (b) Indemnification under this Section shall include, without limitation,
reasonable fees and expenses of counsel and expenses of litigation. If the
Servicer has made any indemnity payments pursuant to this Section and the
recipient thereafter collects any of such amounts from others, the recipient
shall promptly repay such amounts collected to the Servicer, without interest.

     (c) The provisions of this Section shall survive the resignation or removal
of the Trustee and the termination of the Agreement.

     SECTION 17.03. MERGER, CONSOLIDATION OR ASSUMPTION OF THE OBLIGATIONS OF
SERVICER. Any Person (i) into which the Servicer may be merged or consolidated,
(ii) which may result 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 Person in any of the foregoing cases
executes an agreement of assumption to perform every obligation of the Servicer
under the Agreement, shall be the successor to the Servicer under the Agreement
without the execution or filing of any paper or any further act on the part of
any of the parties to the Agreement. The Servicer shall provide notice of any
merger, consolidation or succession pursuant to this Section to the Seller, the
Trustee and each Rating Agency.

     SECTION 17.04. LIMITATION ON LIABILITY OF SERVICER AND OTHERS.

     (a) Neither the Servicer nor any of its directors, officers, employees or
agents shall be under any liability to the Trust, the Trustee or the
Certificateholders, except as provided in the Agreement, for any action taken or
for refraining from the taking of any action pursuant to the 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 the Agreement. The Servicer and any director, officer,


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<PAGE>

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 the Agreement.

     (b) Except as provided in the 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 the
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 the Agreement and the rights and
duties of the parties to the Agreement and the interests of the
Certificateholders under the Agreement.

     (c) The Servicer and any director, officer, employee or agent of the
Servicer 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 under the Agreement. The Servicer shall not be under any
obligation to appear in, prosecute, nor defend any legal action that shall not
be incidental to its obligations under the Agreement, and that in its opinion
may involve it in any expense or liability.

     SECTION 17.05. SERVICER NOT TO RESIGN. Subject to the provisions of Section
17.03, the Servicer shall not resign from the obligations and duties imposed on
it by the Agreement as Servicer except upon determination that the performance
of its duties under the Agreement is no longer permissible under applicable law.
Any such determination permitting the resignation of the Servicer shall be
evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No
such resignation shall become effective until the Trustee or a Successor
Servicer shall have assumed the responsibilities and obligations of the Servicer
in accordance with Section 18.03.


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<PAGE>

                                ARTICLE EIGHTEEN
                                EVENTS OF DEFAULT

     SECTION 18.01. EVENTS OF DEFAULT. For purposes of the Agreement, each of
the following shall constitute an "Event of Default":

          (a) failure by the Servicer to deliver to the Trustee the Servicer's
     Certificate for the related Collection Period, or any failure by the
     Servicer to deliver to the Trustee, for distribution to Certificateholders,
     any proceeds or payment required to be so delivered under the terms of the
     Certificates or the Agreement, in each case that continues unremedied for a
     period of three Business Days after discovery by an officer of the Servicer
     or written notice of such failure, requiring the same to be remedied, shall
     have been given (i) to the Servicer by the Trustee or (ii) to the Trustee
     and the Servicer by the Holders of Certificates evidencing not less than
     25% of the Voting Interests of the Class A Certificates and the Class B
     Certificates, voting together as a single class; or

          (b) failure on the part of the Servicer duly to observe or to perform
     in any material respect any other covenants or agreements of the Servicer,
     set forth in the Certificates or in the Agreement, which failure shall (i)
     materially and adversely affect the rights of the Certificateholders 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 by the Trustee or (B) to the Trustee
     and the Servicer by the Holders of Certificates evidencing not less than
     25% of the Voting Interests of the Class A Certificates and the Class B
     Certificates, voting together as a single class; or

          (c) the entry of a decree or order by a court or agency or supervisory
     authority having jurisdiction in the premises for the appointment of a
     trustee in bankruptcy, conservator, receiver or liquidator for the Servicer
     in any bankruptcy, insolvency, readjustment of debt, marshalling of assets
     and liabilities or similar proceedings, or for the winding up or
     liquidation of their respective affairs, and the continuance of any such
     decree or order unstayed and in effect for a period of 90 consecutive days;
     or

          (d) the consent by the Servicer to the appointment of a trustee in
     bankruptcy, conservator or receiver or liquidator in any bankruptcy,
     insolvency, readjustment of debt, marshalling of assets and liabilities or
     similar proceedings of or relating to the Servicer of or relating to
     substantially all of its property; or the Servicer shall admit in writing
     its inability to pay its debts generally as they become due, file a
     petition to take advantage of any applicable insolvency or reorganization
     statute, make an assignment for the benefit of its creditors or voluntarily
     suspend payment of its obligations.

     SECTION 18.02. CONSEQUENCES OF AN EVENT OF DEFAULT. If an Event of Default
shall occur and be continuing, so long as such Event of Default has not been
cured or waived, either the Trustee or the Holders of Certificates evidencing
not less than 51% of the Voting Interests of the Class A


                                       58
<PAGE>

Certificates and the Class B Certificates, voting together as a single class, by
notice then given in writing to the Servicer (and to the Trustee if given by
Certificateholders) may terminate all of the rights and obligations of the
Servicer under the Agreement. On or after the receipt by the Servicer of such
written notice, all authority and power of the Servicer under the Agreement,
whether with respect to the Certificates, the Receivables or otherwise, shall,
without further action, pass to and be vested in the Trustee pursuant to and
under this Section or such Successor Servicer as may be appointed under Section
18.03; and, without limitation, the Trustee shall be hereby authorized and
empowered to execute and deliver, on behalf of the predecessor Servicer, as
attorney-in-fact or otherwise, any and all documents and other instruments, and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and
endorsement of the Receivables and related documents, or otherwise. The
predecessor Servicer shall cooperate with the Successor Servicer and the Trustee
in effecting the termination of the responsibilities and rights of the
predecessor Servicer under the Agreement, including, without limitation, 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 Reserve Fund
or thereafter received with respect to the Receivables and all Payments Ahead
that shall at that time be 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 the Agreement to reflect such succession as Servicer
pursuant to this Section shall be paid by the predecessor Servicer (or, if the
predecessor Servicer is the initial Trustee, the initial Servicer) upon
presentation of reasonable documentation of such costs and expenses. Upon
receipt of notice of the occurrence of an Event of Default, the Trustee shall
give notice thereof to the Rating Agencies.

     SECTION 18.03. TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR SERVICER. On and
after the time the Servicer receives a notice of termination pursuant to Section
18.02 or tenders its resignation pursuant to Section 17.05, the Trustee or a
Successor Servicer shall, by an instrument in writing, assume the rights and
responsibilities of the Servicer in its capacity as Servicer under the Agreement
and the transactions set forth or provided for in the Agreement, and shall be
subject to all the responsibilities, restrictions, duties and liabilities
relating solely to the administration of the Receivables thereto placed on the
Servicer by the terms and provisions of the Agreement; provided that the
Trustee, as Successor Servicer, shall not be deemed at any time to have made any
of the representations or warranties of the Servicer or any of the covenants of
the Servicer set forth in Section 13.07. The Trustee as Successor Servicer shall
have no duty to repurchase a receivable upon discovery of a breach of a covenant
set forth in Section 13.07. Prior to the time specified in the first sentence of
this Section, the Trustee shall have no obligation to perform any back-up or
standby Servicer operations or functions. The Trustee and such Successor
Servicer shall take action, consistent with this Agreement, as shall be
necessary to effectuate any such succession. The Trustee as Successor Servicer
shall not be deemed to be in default hereunder by reason of any failure to make,
or any delay in making any distribution hereunder or any portion thereof caused
solely by the failure or delay of the predecessor Servicer to deliver cash,
documents, titles, computer tapes, ledgers or records to it or otherwise on
account of the inaccuracy of an information that it receives from the
predecessor Servicer. As compensation


                                       59
<PAGE>

therefor, the Trustee shall be entitled to such compensation (whether payable
out of the Certificate Account or otherwise) as the Servicer would have been
entitled to under the Agreement if no such notice of termination or resignation
had been given. Notwithstanding the foregoing, the Trustee may, if it shall be
unwilling so to act, or shall, if it is legally unable so to act, appoint, or
petition a court of competent jurisdiction to appoint, any established
institution, having a net worth of not less than $50,000,000 and whose regular
business includes the servicing of motor vehicles receivables, as the successor
to the Servicer under the Agreement, provided that the appointment of any such
Successor Servicer will not result in the qualification, reduction or withdrawal
of the rating then assigned to the Rated Certificates by each Rating Agency. In
connection with such appointment and assumption, the Trustee may make such
arrangements for the compensation of such Successor Servicer out of payments on
or in respect of the Receivables as it and such Successor Servicer shall agree;
provided, however, that no such compensation shall be in excess of that
permitted the original Servicer under the Agreement. The Trustee and such
Successor Servicer shall take such action, consistent with the Agreement, as
shall be necessary to effectuate any such succession. The Trustee shall not be
relieved of its duties as Successor Servicer under this Section until the newly
appointed Servicer shall have assumed the responsibilities and obligations of
the Servicer under the Agreement.

     SECTION 18.04. NOTIFICATION TO CERTIFICATEHOLDERS. Upon a Responsible
Officer obtaining knowledge of (i) the occurrence of an Event of Default and the
expiration of any cure period applicable thereto or (ii) any termination of, or
appointment of a successor to, the Servicer pursuant to this Section, the
Trustee shall give prompt written notice thereof to Certificateholders at their
respective addresses appearing in the Certificate Register and to each Rating
Agency.

     SECTION 18.05. WAIVER OF PAST DEFAULTS. The Holders of Certificates
evidencing not less than 51% of the Voting Interests of the Class A Certificates
and the Class B Certificates, voting together as a single class, may, on behalf
of all Holders of Certificates, waive any Event of Default or default by the
Servicer in the performance of its obligations hereunder and its consequences,
except a default in making any required deposits to or payments from the
Accounts or the Reserve Fund in accordance with the Agreement or in respect of a
covenant or provision of the Agreement that under Section 21.01 cannot be
modified or amended without the consent of the Holder of each Certificate. Upon
any such waiver of a past default, such default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been remedied for
every purpose of the Agreement. No such waiver shall extend to any subsequent or
other default or impair any right consequent thereon except to the extent
expressly so waived.

     SECTION 18.06. REPAYMENT OF ADVANCES. If a Successor Servicer replaces the
Servicer, the predecessor Servicer shall be entitled to receive reimbursement
for Outstanding Advances pursuant to Sections 14.03 and 14.04, in the manner
specified in Section 14.06, with respect to all Advances made by the predecessor
Servicer.


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<PAGE>

                                ARTICLE NINETEEN
                                   THE TRUSTEE

     SECTION 19.01. DUTIES OF TRUSTEE.

     (a) The Trustee, both prior to and after the occurrence of an Event of
Default, undertakes to perform such duties and only such duties as are
specifically set forth in the Agreement. If, to the knowledge of a Responsible
Officer, an Event of Default has occurred and has not been cured or waived, the
Trustee shall exercise such of the rights and powers vested in it by the
Agreement, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs and shall not be liable hereunder except for its own negligent
action, negligent failure to act, bad faith or willful misfeasance and so long
as it exercises such degree of care and skill under the circumstances; provided,
however, that if the Trustee assumes the duties of the Servicer pursuant to
Section 18.03, the Trustee in performing such duties shall use the degree of
skill and attention customarily exercised by a servicer with respect to motor
vehicle receivables that it services for itself or others.

     (b) The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee that shall be specifically required to be furnished pursuant to any
provision of the Agreement, shall examine them to determine whether they conform
to the requirements of the Agreement (but need not confirm or investigate the
accuracy of mathematical calculations or other facts stated therein).

     (c) No provision of the Agreement shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act,
its own bad faith or its own willful misfeasance; provided, however, that:

          (i) prior to the occurrence of an Event of Default known to a
     Responsible Officer, and after the curing or waiving of all such Events of
     Default that may have occurred, the duties and obligations of the Trustee
     shall be determined solely by the express provisions of the Agreement, the
     Trustee shall not be liable except for the performance of such duties and
     obligations as are specifically set forth in the Agreement, no implied
     covenants or obligations shall be read into the Agreement against the
     Trustee, the permissive right of the Trustee to do things enumerated in the
     Agreement shall not be construed as a duty and, in the absence of bad faith
     on the part of the Trustee, the Trustee may conclusively rely, as to the
     truth of the statements and the correctness of the opinions expressed
     therein, upon any certificates or opinions furnished to the Trustee and
     conforming to the requirements of the Agreement;

          (ii) the Trustee shall not be personally liable for an error of
     judgment made in good faith by a Responsible Officer, unless it shall be
     proved that the Trustee was negligent in performing its duties in
     accordance with the terms of the Agreement; and


                                       61
<PAGE>

          (iii) the Trustee shall not be personally liable with respect to any
     action taken, suffered or omitted to be taken in good faith in accordance
     with the direction of the Holders of Certificates evidencing not less than
     25% of the Voting Interests of the Class A Certificates and the Class B
     Certificates, voting together as a single class, relating to the time,
     method and place of conducting any proceeding for any remedy available to
     the Trustee, or exercising any trust or power conferred upon the Trustee,
     under the Agreement.

     (d) The Trustee, in its capacity as Trustee, shall not be required to
expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties under the Agreement in the exercise of any of
its rights or powers, if there shall be reasonable grounds for believing that
the repayment of such funds or adequate indemnity against such risk or liability
is not reasonably assured to it, and none of the provisions contained in the
Agreement shall in any event require the Trustee to perform, or be responsible
for the manner of performance of, any of the obligations of the Servicer under
the Agreement except during such time, if any, as the Trustee shall be the
successor to, and be vested with the rights, duties, powers and privileges of,
the Servicer in accordance with the terms of the Agreement.

     (e) Except for actions expressly authorized by the Agreement, the Trustee
shall take no action reasonably likely to impair the security interests created
or existing under any Receivable or to impair the value of any Receivable.

     (f) All information obtained by the Trustee regarding the Obligors and the
Receivables, whether upon the exercise of its rights under the Agreement or
otherwise, shall be maintained by the Trustee in confidence and shall not
knowingly be disclosed to any other Person, unless such disclosure is required
by the Agreement or any applicable law or regulation.

     SECTION 19.02. TRUSTEE'S CERTIFICATE. On or as soon as practicable after
each date on which the Seller or the Servicer shall purchase Administrative
Receivables or the Seller shall repurchase Warranty Receivables, the Trustee
shall, at the written request of the Servicer, submit to the Servicer or the
Seller, as applicable, a Trustee's Certificate, identifying the purchaser and
the Receivables so purchased, as set forth in the related Servicer's
Certificate, executed by the Trustee and completed as to its date and the date
of the Agreement, and accompanied by a copy of the Servicer's Certificate for
the related Collection Period. The Trustee's Certificate submitted with respect
to such Distribution Date shall operate, as of such Distribution Date, as an
assignment, without recourse, representation or warranty, to the Seller or the
Servicer, as the case may be, of all the Trustee's right, title and interest in
and to such Administrative Receivable or Warranty Receivable and to the other
property conveyed to the Trust pursuant to Section 12.01 with respect to such
Administrative Receivable or Warranty Receivable, and all security and documents
relating thereto, such assignment being an assignment outright and not for
security.

     SECTION 19.03. TRUSTEE'S ASSIGNMENT OF ADMINISTRATIVE RECEIVABLES AND
WARRANTY RECEIVABLES. With respect to all Administrative Receivables and
Warranty Receivables, the Trustee shall at the written request of Servicer, by a
Trustee's Certificate assign, without recourse, representation or warranty, to
the Seller or the Servicer, as applicable, all the Trustee's right, title and
interest in


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and to each such repurchased Receivable and the other property conveyed to the
Trust pursuant to Section 12.01 with respect to such Receivable, and all
security and any documents relating thereto, such assignment being an assignment
outright and not for security; and the Seller or the Servicer, as applicable,
shall thereupon own such Receivable, and all such security and documents, free
of any further obligation to the Trustee or the Certificateholders with respect
thereto. If in any enforcement suit or legal proceeding it is held that the
Servicer may not enforce a Receivable on the ground that it is not a real party
in interest or a holder entitled to enforce the Receivable, the Trustee shall,
at the Servicer's written direction and expense, take such steps as the Servicer
deems necessary to enforce the Receivable, including bringing suit in the
Trustee's name or the names of the Certificateholders.

     SECTION 19.04. CERTAIN MATTERS AFFECTING THE TRUSTEE.

     (a) Except as otherwise provided in Section 19.01:

          (i) the Trustee may rely and shall be protected in acting or
     refraining from acting upon any resolution, Officer's Certificate,
     certificate of auditors or any other certificate, statement, instrument,
     opinion, report, notice, request, consent, order, appraisal, bond or other
     paper or document believed by it to be genuine and to have been signed or
     presented by the proper party or parties;

          (ii) the Trustee may consult with counsel of its selection and any
     advice of such counsel and any Opinion of Counsel shall be full and
     complete authorization and protection in respect of any action taken or
     suffered or omitted by it under the Agreement in good faith and in
     accordance with such Opinion of Counsel;

          (iii) the Trustee shall be under no obligation to exercise any of the
     rights or powers vested in it by the Agreement, or to institute, conduct or
     defend any litigation under the Agreement or in relation to the Agreement,
     at the request, order or direction of any of the Certificateholders
     pursuant to the provisions of the Agreement, unless such Certificateholders
     shall have offered to the Trustee reasonable security or indemnity against
     the costs, expenses and liabilities that may be incurred therein or
     thereby; nothing contained in the Agreement shall, however, relieve the
     Trustee of the obligations, upon the occurrence of an Event of Default
     known to a Responsible Officer (that shall not have been cured or waived),
     to exercise such of the rights and powers vested in it by the Agreement,
     and to use the same degree of care and skill in their exercise as a prudent
     man would exercise or use under the circumstances in the conduct of his own
     affairs;

          (iv) the Trustee shall not be personally liable for any action taken,
     suffered or omitted by it in good faith and believed by it to be authorized
     or within the discretion or rights or powers conferred upon it by the
     Agreement;

          (v) prior to the occurrence of an Event of Default and after the
     curing or waiving of all Events of Default that may have occurred, the
     Trustee shall not be bound to make any investigation into the facts of
     matters stated in any resolution, certificate, statement, instrument,
     opinion, report, notice, request, consent, order, approval, bond or


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     other paper or document, unless requested in writing to do so by Holders of
     Certificates evidencing not less than 25% of the Voting Interests of the
     Class A Certificates and the Class B Certificates, voting together as a
     single class; provided, however, that if the payment within a reasonable
     time to the Trustee of the costs, expenses or liabilities likely to be
     incurred by it in the making of such investigation is, in the opinion of
     the Trustee, not reasonably assured to the Trustee by the security afforded
     to it by the terms of the Agreement, the Trustee may require reasonable
     indemnity against such cost, expense or liability as a condition to so
     proceeding; the reasonable expense of every such examination shall be paid
     by the Seller or, if paid by the Trustee, shall be reimbursed by the
     Servicer upon demand; and nothing in this clause shall derogate from the
     obligation of the Servicer to observe any applicable law prohibiting
     disclosure of information regarding the Obligors;

          (vi) the Trustee may execute any of the trusts or powers under the
     Agreement or perform any duties under the Agreement either directly or by
     or through agents or attorneys or other experts or advisors or a custodian
     and shall not be liable or responsible for the misconduct or negligence of
     any of its agents or attorneys or other experts or advisors or a custodian
     appointed with due care by the Trustee; and

          (vii) the rights, privileges, protections, immunities and benefits
     given to the Trustee, including, without limitation, its right to be
     indemnified, are extended to, and shall be enforceable by, the Trustee in
     each of its capacities hereunder, and to each agent, custodian and other
     Person employed to act hereunder.

     (b) No Certificateholder will have any right to institute any proceeding
with respect to the Agreement, unless such Holder shall have given to the
Trustee written notice of default and (i) the Event of Default arises from the
Servicer's failure to remit collections or payments when due or (ii) the Holders
of Certificates evidencing not less than 25% of the Voting Interests of the
Class A Certificates and the Class B Certificates, voting together as a single
class, have made written request upon the Trustee to institute such proceeding
in its own name as Trustee thereunder, and have offered to the Trustee
reasonable indemnity, and the Trustee for 30 days has neglected or refused to
institute any such proceedings.

     SECTION 19.05. TRUSTEE NOT LIABLE FOR CERTIFICATES OR RECEIVABLES. The
Trustee shall make no representations as to the validity or sufficiency of the
Agreement or of the Certificates (other than the execution by the Trustee on
behalf of the Trust of, or the certificate of authentication on, the
Certificates), or of any Receivable or related document. The Trustee shall have
no obligation to perform any of the duties of the Seller or the Servicer unless
explicitly set forth in the Agreement. The Trustee shall at no time have any
responsibility or liability for or with respect to the legality, validity and
enforceability of any security interest in any Financed Vehicle or any
Receivable, or the perfection and priority of such a security interest or the
maintenance of any such perfection and priority, or for or with respect to the
efficacy of the Trust or its ability to generate the payments to be distributed
to Certificateholders under the Agreement, including without limitation, the
existence, condition, location and ownership of any Financed Vehicle; the
existence and enforceability of any physical damage or credit life or credit
disability insurance;


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<PAGE>

the existence and contents of any Receivable or any computer or other record
thereof; the validity of the assignment of any Receivable to the Trust or of any
intervening assignment; the completeness of any Receivable; the performance or
enforcement of any Receivable; the compliance by the Seller or the Servicer with
any covenant or the breach by the Seller or the Servicer of any warranty or
representation made under the Agreement or in any related document and the
accuracy of any such warranty or representation prior to the Trustee's receipt
of notice or other discovery of any noncompliance therewith or any breach
thereof; any investment of monies by the Servicer or any loss resulting
therefrom (it being understood that the Trustee shall remain responsible for any
Trust property that it may hold to the extent provided for herein); the acts or
omissions of the Seller, the Servicer or any Obligor; any action of the Servicer
taken in the name of or as the agent of the Trustee; or any action by the
Trustee taken at the instruction of the Servicer; provided, however, that the
foregoing shall not relieve the Trustee of its obligation to perform its duties
under the Agreement. Except with respect to a claim based on the failure of the
Trustee to perform its duties under the Agreement or based on the Trustee's
negligence or willful misconduct, bad faith or negligence, no recourse shall be
had for any claim based on any provision of the Agreement, the Certificates or
any Receivable or assignment thereof against the institution serving as Trustee
in its individual capacity. The Trustee shall not have any personal obligation,
liability or duty whatsoever to any Certificateholder or any other Person with
respect to any such claim, and any such claim shall be asserted solely against
the Trust or any indemnitor who shall furnish indemnity as provided in the
Agreement. The Trustee shall not be accountable for the use or application by
the Seller of any of the Certificates or of the proceeds of such Certificates,
or for the use or application of any funds paid to the Servicer in respect of
the Receivables. The Trustee shall have no responsibility for filing any
financing or continuation statement in any public office at any time or to
otherwise perfect or maintain the perfection of any security interest or lien
granted to it hereunder (unless the Trustee shall have become the successor
Servicer) or to prepare or file any Commission filing for the Trust or to record
this Agreement.

     SECTION 19.06. TRUSTEE MAY OWN CERTIFICATES. The Trustee in its individual
or any other capacity may become the owner or pledgee of Certificates with the
same rights as it would have if it were not the Trustee.

     SECTION 19.07. TRUSTEE'S FEES AND EXPENSES. The Servicer covenants and
agrees to pay to the Trustee from time to time, and the Trustee shall be
entitled to, such compensation as shall be agreed to from time to time between
the Servicer and the Trustee (which shall not be limited by any provision of law
in regard to the compensation of a trustee of an express trust) for all services
rendered by it in the execution of the trusts created by the Agreement and in
the exercise and performance of any of the powers and duties of the Trustee
under the Agreement, and the Servicer shall pay or reimburse the Trustee upon
its request for all reasonable expenses, disbursements and advances (including
the reasonable compensation and the expenses and disbursements of its counsel
and of all persons not regularly in its employ) incurred or made by the Trustee
in accordance with any provision of the Agreement or made in defense of any
action brought against it in connection with the Agreement except any such
expense, disbursement or advance as may arise from its negligence, willful
misfeasance or bad faith or that is the


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<PAGE>

responsibility of Certificateholders under the Agreement. Additionally, the
Servicer, pursuant to Section 17.02, shall indemnify the Trustee with respect to
certain matters.

     SECTION 19.08. INDEMNITY OF TRUSTEE AND SUCCESSOR SERVICER. Upon the
appointment of a Successor Servicer pursuant to Section 18.03, such Successor
Servicer and the Trustee and their respective agents and employees shall be
indemnified by the Trust and held harmless against any loss, liability or
expense (including reasonable attorney's fees and expenses) arising out of or
incurred in connection with the acceptance of performance of the trusts and
duties contained in the Agreement to the extent that (i) the Successor Servicer
or the Trustee, as the case may be, shall not be indemnified for such loss,
liability or expense by the Servicer pursuant to Section 17.02; (ii) such loss,
liability, or expense shall not have been incurred by reason of the Successor
Servicer's willful misfeasance, bad faith or negligence or the Trustee's willful
misfeasance, bad faith or negligence or, in an Event of Default, failure to
exercise or use the same degree of care and skill as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs as set
forth in Section 19.01(a); and (iii) such loss, liability or expense shall not
have been incurred by reason of the Successor Servicer's or the Trustee's breach
of its respective representations and warranties pursuant to Sections 18.03,
19.09 and 19.14, respectively.

     The Successor Servicer and/or the Trustee shall be entitled to the
indemnification provided by this Section only to the extent all amounts due the
Servicer and the Certificateholders with respect to any Distribution Date
pursuant to Sections 14.06 and 14.07 have been paid in full and all amounts
required to be deposited in the Reserve Fund with respect to any Distribution
Date pursuant to Section 14.07 have been so deposited.

     SECTION 19.09. ELIGIBILITY REQUIREMENTS FOR TRUSTEE. Except as otherwise
provided in the Agreement, the Trustee under the Agreement shall at all times
(i) be a corporation having its corporate trust office in the same state (or the
District of Columbia or the Commonwealth of Puerto Rico) as the location of the
Corporate Trust Office; (ii) be organized and doing business under the laws of
such state (or the District of Columbia or the Commonwealth of Puerto Rico) or
the United States; (iii) be authorized under such laws to exercise corporate
trust powers; (iv) have a combined capital and surplus of at least $50,000,000
and be subject to supervision or examination by federal or state authorities;
and (v) have a long-term deposit rating no lower than Baa3 by Moody's (if
Moody's is a Rating Agency), or be otherwise acceptable to each Rating Agency,
as evidenced by a letter to such effect (which acceptance may be evidenced in
the form of a letter, dated on or shortly before the Closing Date, assigning an
initial rating to the Rated Certificates).

      In addition, with respect to any series or Class of Certificates, the
Trustee shall not be an affiliate of any other member of the "Restricted Group"
which consists of the initial purchaser(s) or underwriter(s) of such
Certificates, the Seller, the Servicer, the Trustee and all Obligors with
respect to the Receivables included in the Trust constituting more than 5% of
the aggregate unamortized principal balance of the assets of the Trust as of the
date of initial issuance of the Certificates (I.E., the initial principal amount
of such Certificates) and any affiliate of such party.


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<PAGE>

      If the Trustee shall publish reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purpose of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall resign immediately in the manner
and with the effect specified in Section 19.10.

     SECTION 19.10. RESIGNATION OR REMOVAL OF TRUSTEE.

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

     (b) If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 19.09 and shall fail to resign after written
request therefor by the Seller or the Servicer, or if at any time the Trustee
shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or
a receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or of its property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Seller or the Servicer may remove the Trustee. If it shall remove the Trustee
under the authority of the immediately preceding sentence, the Servicer shall
promptly appoint a successor Trustee by written instrument, in duplicate, one
copy of which instrument shall be delivered to the Trustee so removed and one
copy to the successor Trustee, and shall promptly pay all fees owed to the
outgoing Trustee.

     (c) Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section shall not
become effective until acceptance of appointment by the successor Trustee as
provided in Section 19.11. The Servicer shall give each Rating Agency notice of
any such resignation or removal of the Trustee and appointment and acceptance of
a successor Trustee.

     SECTION 19.11. SUCCESSOR TRUSTEE. Any successor Trustee appointed as
provided in Section 19.10 shall execute, acknowledge and deliver to the Servicer
and to its predecessor Trustee an instrument accepting such appointment under
the Agreement, and thereupon the resignation or removal of the predecessor
Trustee shall become effective and such successor Trustee, without any further
act, deed or conveyance, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor under the Agreement, with like effect
as if originally named as Trustee. The predecessor Trustee shall deliver to the
successor Trustee all documents and statements held by it under the Agreement;
and the Servicer and the predecessor Trustee shall execute and deliver such
instruments and do such other things as may reasonably be required for fully and
certainly vesting and confirming in the successor Trustee all such rights,
powers, duties


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<PAGE>

and obligations. No successor Trustee shall accept appointment as provided in
this Section unless at the time of such acceptance such successor Trustee shall
be eligible under the provisions of Section 19.09. Upon acceptance of
appointment by a successor Trustee as provided in this Section, the Servicer
shall mail notice of the successor of such Trustee under the Agreement to all
Certificateholders at their addresses as shown in the Certificate Register and
shall give notice by mail to each Rating Agency. If the Servicer fails to mail
such notice within ten days after acceptance of appointment by the successor
Trustee, the successor Trustee shall cause such notice to be mailed at the
expense of the Servicer.

     SECTION 19.12. MERGER OR CONSOLIDATION OF TRUSTEE. Any Person (i) into
which the Trustee may be merged or consolidated, (ii) which may result from any
merger, conversion or consolidation to which the Trustee shall be a party or
(iii) which may succeed to all or substantially all the corporate trust business
of the Trustee, which Person executes an agreement of assumption to perform
every obligation of the Trustee under the Agreement, shall be the successor of
the Trustee hereunder, provided such Person shall be eligible pursuant to
Section 19.09, without the execution or filing of any instrument or any further
act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding. Notice of any such merger shall be given by the Trustee to each
Rating Agency.

     SECTION 19.13. APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.
Notwithstanding any other provisions of the Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust or any Financed Vehicle may at the time be located, the Servicer
and the Trustee acting jointly shall have the power and shall execute and
deliver all instruments to appoint one or more Persons approved by the Trustee
to act as co-trustee, jointly with the Trustee, or separate trustee or separate
trustees, of all or any part of the Trust, and to vest in such Person, in such
capacity and for the benefit of the Certificateholders, such title to the Trust,
or any part thereof, and, subject to the other provisions of this Section, such
powers, duties, obligations, rights and trusts as the Servicer and the Trustee
may consider necessary or desirable; provided that the appointment of any
separate or co-trustee shall not relieve the Trustee of its obligations and
duties hereunder unless such appointment constitutes fulfillment of the
obligation or duty under the appropriate standard of care. If the Servicer shall
not have joined in such appointment within 15 days after the receipt by it of a
request so to do, or in the case an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee under the Agreement shall be required to meet the
terms of eligibility as a successor trustee pursuant to Section 19.09 and no
notice of a successor Trustee pursuant to Section 19.11 and no notice to
Certificateholders of the appointment of any co-trustee or separate trustee
shall be required pursuant to Section 19.11.

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

          (i) all rights, powers, duties and obligations conferred or imposed
     upon the Trustee shall be conferred upon and exercised or performed by the
     Trustee and such separate trustee or


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<PAGE>

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

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

          (iii) the Servicer and the Trustee acting jointly (or during the
     continuation of an Event of Default, the Trustee alone) may at any time
     accept the resignation of or remove any separate trustee or co-trustee.

      Any notice, request or other writing given to the Trustee shall be deemed
to have been given to each of the then-separate trustees and co-trustees, as
effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to the Agreement and the conditions
of this Section. Each separate trustee and co-trustee, upon its acceptance of
the trusts conferred, shall be vested with the estates or property specified in
its instrument of appointment, either jointly with the Trustee or separately, as
may be provided therein, subject to all the provisions of the Agreement,
including, but not limited to, every provision of the Agreement relating to the
conduct of, affecting the liability of, or affording protection to, the Trustee.
Each such instrument shall be filed with the Trustee and a copy thereof given to
the Servicer.

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

               SECTION 19.14. REPRESENTATIONS AND WARRANTIES OF TRUSTEE. The
          Trustee shall make the following representations and warranties
          on which the Seller and Certificateholders may rely:

               (i) ORGANIZATION AND GOOD STANDING. The Trustee is a ________
          banking corporation duly organized, existing and in good standing
          under the laws of the State of ________.

               (ii) POWER AND AUTHORITY. The Trustee has full power, authority
          and right to execute, deliver and perform the Agreement and has taken
          all necessary action to authorize the execution, delivery and
          performance by it of the Agreement.


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<PAGE>

               (iii) NO VIOLATION. The execution, delivery and performance by
          the Trustee of the Agreement (a) shall not violate any provision of
          any law governing the banking and trust powers of the Trustee or, to
          the best of the Trustee's knowledge, any order, writ, judgment or
          decree of any court, arbitrator or governmental authority applicable
          to the Trustee or any of its assets, (b) shall not violate any
          provision of the corporate charter or by-laws of the Trustee and (c)
          shall not violate any provision of, or constitute, with or without
          notice or lapse of time, a default under, or result in the creation or
          imposition of any Lien on any properties included in the Trust
          pursuant to the provisions of any mortgage, indenture, contract,
          agreement or other undertaking to which it is a party, which
          violation, default or Lien could reasonably be expected to materially
          and adversely affect the Trustee's performance or ability to perform
          its duties under the Agreement or the transactions contemplated in the
          Agreement.

               (iv) NO AUTHORIZATION REQUIRED. The execution, delivery and
          performance by the Trustee of the Agreement shall not require the
          authorization, consent or approval of, the giving of notice to, the
          filing or registration with or the taking of any other action in
          respect of, any governmental authority or agency regulating the
          banking and corporate trust activities of the Trustee.

               (v) DULY EXECUTED. The Agreement shall have been duly executed
          and delivered by the Trustee and shall constitute the legal, valid and
          binding obligation of the Trustee, 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.

     SECTION 19.15. TAX RETURNS. In the event the Trust shall be required to
file tax returns, the Servicer shall prepare or shall cause to be prepared any
tax returns required to be filed by the Trust (including information statements
required to be filed with the Certificateholders) and shall remit such returns
to the Trustee for signature at least five days before such returns are due to
be filed. The Trustee, upon request, shall furnish the Servicer with all such
information known to the Trustee as may be reasonably required in connection
with the preparation of all tax returns of the Trust, and shall, upon request,
execute such returns.

     SECTION 19.16. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
CERTIFICATES. All rights of action and claims under the Agreement or the
Certificates may be prosecuted and enforced by the Trustee without the
possession of any of the Certificates or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as Trustee. Any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Certificateholders in respect of which such judgment has
been obtained.


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<PAGE>

     SECTION 19.17. SUIT FOR ENFORCEMENT. If an Event of Default shall occur and
be continuing, the Trustee, in its discretion may, subject to the provisions of
Section 19.01, proceed to protect and enforce its rights and the rights of the
Certificateholders under the Agreement by a suit, action or proceeding in equity
or at law or otherwise, whether for the specific performance of any covenant or
agreement contained in the Agreement or in aid of the execution of any power
granted in the Agreement or for the enforcement of any other legal, equitable or
other remedy as the Trustee, being advised by counsel, shall deem most effectual
to protect and enforce any of the rights of the Trustee or the
Certificateholders.

     SECTION 19.18. RIGHTS OF CERTIFICATEHOLDERS TO DIRECT TRUSTEE. Holders of
Certificates evidencing not less the 25% of the Voting Interests of the Class A
Certificates and the Class B Certificates, voting together as a single class,
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee; provided, however, that subject to Section
19.01, the Trustee shall have the right to decline to follow any such direction
if the Trustee being advised by counsel determines that the action so directed
may not lawfully be taken, or if the Trustee in good faith shall, by a
Responsible Officer, determine that the proceedings so directed would be illegal
or subject it to personal liability or be unduly prejudicial to the rights of
Certificateholders not parties to such direction; and provided further that
nothing in the Agreement shall impair the right of the Trustee to take any
action deemed proper by the Trustee and which is not inconsistent with such
direction by the Certificateholders.


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<PAGE>

                                 ARTICLE TWENTY
                                   TERMINATION

     SECTION 20.01. TERMINATION OF THE TRUST.

     (a) The Trust and the respective obligations and responsibilities of the
Seller, the Servicer, any Servicer Letter of Credit Bank and the Trustee shall
terminate upon (i) the purchase as of any Distribution Date by the Seller or
Servicer, or any successor to the Servicer, at its option of the corpus of the
Trust as described in Section 20.02, (ii) the payment to Certificateholders of
all amounts required to be paid to them pursuant to the Agreement or (iii) the
maturity or liquidation of the last Receivable and the disposition of all
property held as part of the Trust. The Servicer shall promptly notify the
Trustee and each Rating Agency of any prospective termination pursuant to this
Section.

     (b) Notice of any termination, specifying the Distribution Date upon which
the Certificateholders must surrender their Certificates to the Trustee for
payment of the final distribution and retirement of the Certificates, shall be
given promptly by the Trustee (at the written direction of the Servicer) by
letter to Certificateholders mailed not later than the 15th day and not earlier
than the 30th day prior to the date on which such final distribution is expected
to occur specifying (i) the Distribution Date upon which final payment of the
Certificates shall be made upon presentation and surrender of Certificates at
the office of the Trustee therein specified, (ii) the amount of any such final
payment and (iii) if applicable, that the Record Date otherwise applicable to
such Distribution Date is not applicable, payments being made only upon
presentation and surrender of the Certificates at the office of the Trustee
therein specified. The Trustee shall give such notice to the Certificate
Registrar (if other than the Trustee) at the time such notice is given to
Certificateholders. In the event such notice is given, the Seller, the Servicer,
or any successor to the Servicer, or the Trustee, as the case may be, shall make
deposits into the Certificate Account in accordance with Section 14.05, or, in
the case of an optional purchase of Receivables pursuant to Section 20.02, shall
deposit the amount specified in Section 20.02. Upon presentation and surrender
of the Certificates, the Trustee shall cause to be distributed to
Certificateholders amounts distributable on such Distribution Date pursuant to
Section 14.06.

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


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     SECTION 20.02. OPTIONAL PURCHASE OF ALL RECEIVABLES. On each Distribution
Date following the last day of a Collection Period as of which the Pool Balance
is 10% or less of the Original Pool Balance, the Servicer, or any successor to
the Servicer, shall have the option to purchase the corpus of the Trust;
provided that the option to purchase provided in this Section shall not be
exercised if the final distribution to Certificateholders would be less than the
aggregate outstanding principal amount of the Certificates plus the sum of (i)
the Class A Interest Distributable Amount for the related Distribution Date,
(ii) any outstanding Class A Interest Carryover Shortfall, (iii) the Class B
Interest Distributable Amount for such Distribution Date and (iv) any
outstanding Class B Interest Carryover Shortfall. To exercise such option, the
Servicer, or any successor to the Servicer, as the case may be, shall notify the
Trustee in writing, no later than the tenth day of the month preceding the month
in which the Distribution Date as of which such purchase is to be effected and
shall deposit pursuant to Section 14.05 in the Certificate Account an amount
equal to the aggregate Administrative Purchase Payments as of such last day for
the Receivables (including Defaulted Receivables that became Defaulted
Receivables in the Collection Period preceding the Distribution Date on which
such purchase is effected), plus the related Yield Supplement Deposit Amount and
the appraised value of any other property held by the Trust (less liquidation
expenses to be incurred in connection with the recovery thereof), such value to
be determined by an appraiser mutually agreed upon by the Servicer and the
Trustee, and shall succeed to all interests in and to the Trust. Notwithstanding
the foregoing, if Moody's is a Rating Agency, the Servicer, or any Successor
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,
unless the Trustee shall have received an Opinion of Counsel that such purchase
will not constitute a fraudulent conveyance, or Moody's is otherwise satisfied,
as evidenced by written notice from Moody's to the Trustee. Upon such deposit of
the amount necessary to purchase the corpus of the Trust, the Servicer shall for
all purposes of the Agreement be deemed to have released all claims for
reimbursement of Outstanding Advances made in respect of the Receivables. The
payment shall be made in the manner specified in Section 14.05, and shall be
distributed pursuant to Section 14.06.

                               ARTICLE TWENTY-ONE

                            MISCELLANEOUS PROVISIONS

     SECTION 21.01. AMENDMENT.

     (a) The Agreement may be amended by the Seller, the Servicer and the
Trustee, without the consent of any of the Certificateholders or the Letter of
Credit Bank, if any, to cure any ambiguity, to correct or supplement any
provision in the Agreement which may be inconsistent with any other provision of
the Agreement, to add, change or eliminate any other provision of the Agreement
with respect to matters or questions arising under the Agreement that shall not
be inconsistent with the provisions of the Agreement; 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 Certificateholder.


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     (b) The Agreement may also be amended from time to time by the Seller, the
Servicer and the Trustee, with the consent of the Holders of Class A
Certificates and Class B Certificates (which consent of any Holder of a
Certificate given pursuant to this Section or pursuant to any other provision of
the Agreement shall be conclusive and binding on such Holder and on all future
Holders of such Certificate and of any Certificate issued upon the transfer
thereof or in exchange thereof or in lieu thereof whether or not notation of
such consent is made upon the Certificate), evidencing not less than 51% of the
Voting Interests of the Class A Certificate Balance and the Class B Certificate
Balance, respectively, for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of the Agreement, or of
modifying in any manner the rights of either Class of Certificateholders or the
Letter of Credit Bank, if any; provided, however, that no such amendment shall
(i) except as otherwise provided in Section 21.01(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 on
any Certificate or to or by the Letter of Credit Bank, if any, or the
Pass-Through Rate or the Specified Reserve Fund Balance or (ii) reduce the
aforesaid percentage of the Voting Interests of the Certificates of either Class
required to consent to any such amendment, without the consent of the Holders of
all Certificates of the relevant Class then outstanding and provided, further,
that in connection with any amendment pursuant to this clause (b), the Servicer
shall deliver to the Trustee a letter from each Rating Agency to the effect that
such amendment will not cause its then-current rating on the Rated Certificates
to be qualified, reduced or withdrawn.

     (c) Prior to the execution of any such amendment or consent, the Trustee
shall furnish written notification of the substance of such amendment or consent
(in the form provided to the Trustee by the Servicer) to each Certificateholder,
each Rating Agency and the Letter of Credit Bank, if any.

     (d) It shall not be necessary for the consent of Certificateholders
pursuant to Section 21.01(b) 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 by Certificateholders of the execution thereof shall be
subject to such reasonable requirements as the Trustee may prescribe.

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

     SECTION 21.02. PROTECTION OF TITLE TO TRUST.

     (a) Each of the Seller and the Servicer or both shall execute and file such
financing statements and cause to be executed and filed such continuation and
other statements, all in such manner and in such places as may be required by
law fully to preserve, maintain and protect the interests of the
Certificateholders, the Letter of Credit Bank, if any, and the Trustee under the
Agreement in the Receivables and in the proceeds thereof. Each of the Seller and
the Servicer


                                       74
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shall deliver (or cause to be delivered) to the Trustee file-stamped copies of,
or filing receipts for, any document filed as provided above, as soon as
available following such filing.

     (b) Neither the Seller 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 by the Seller in accordance with
Section 21.02(a) seriously misleading within the meaning of Section 9-402(7) of
the UCC in effect in New York, unless it shall have given the Trustee and the
Letter of Credit Bank, if any, at least 60 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 Seller and the Servicer shall give the Trustee and the
Letter of Credit Bank, if any, 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. The Servicer
shall at all times maintain each office from which it services 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 the Agreement of the Receivables to the Trustee,
the Servicer's master computer records (including any back-up archives) that
refer to any Receivable indicate clearly the interest of the particular grantor
trust in such Receivable and that the Receivable is owned by the Trustee.
Indication of the Trustee's ownership of a Receivable shall be deleted from or
modified on the Servicer's computer systems when, and only when, the Receivable
has been paid in full, repurchased or assigned pursuant to the Agreement.

     (f) If at any time the Seller 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 print-outs (including any restored from back-up
archives) that, if they refer in any manner whatsoever to any Receivable,
indicate clearly that such Receivable has been sold and is owned by the Trustee
unless such Receivable has been paid in full, repurchased or assigned pursuant
to the Agreement.

     (g) The Servicer shall permit the Trustee and its agents at any time to
inspect, audit and make copies of and abstracts from the Servicer's records
regarding any Receivables then or previously included in the Trust.


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

     (i) The Servicer shall deliver to the Trustee promptly after the execution
and delivery of each amendment to any financing statement, an Opinion of Counsel
either (i) stating that, in the opinion of such Counsel, all financing
statements and continuation statements have been executed and filed that are
necessary fully to preserve and protect the interest of the Trustee in the
Receivables, and reciting the details of such filings or referring to prior
Opinions of Counsel in which such details are given, or (ii) stating that, in
the opinion of such Counsel, no such action is necessary to preserve and protect
such interest.

     (j) The Agreement may be executed simultaneously in any number of
counterparts, each of which counterparts shall be deemed to be an original, and
all of which counterparts shall constitute but one and the same instrument.

     SECTION 21.03. LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS.

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

     (b) No Certificateholder shall have any right to vote (except as provided
in Sections 18.05 and 21.01) or in any manner otherwise control the operation
and management of the Trust, or the obligations of the parties to the Agreement,
nor shall anything set forth in the Agreement, or contained in the terms of the
Certificates, be construed so as to constitute the Certificateholders from time
to time as partners or members of an association; nor shall any
Certificateholder be under any liability to any third person by reason of any
action pursuant to any provision of the Agreement.

     (c) No Certificateholder shall have any right by virtue or by availing
itself of any provisions of the Agreement to institute any suit, action or
proceeding in equity or at law upon or under or with respect to the Agreement,
unless such Holder previously shall have given to the Trustee a written notice
of default and of the continuance thereof, as hereinbefore provided, and unless
also the Holders of Certificates evidencing not less the 25% of the Voting
Interests of the Class A Certificates and the Class B Certificates, voting
together as a single class, shall have made written request upon the Trustee to
institute such action, suit or proceeding in its own name as Trustee under the
Agreement and shall have offered to the Trustee such reasonable indemnity as it
may require against the costs, expenses and liabilities to be incurred therein
or thereby, and the Trustee, for 30 days after its receipt of such notice,
request and offer of indemnity, shall have neglected or refused to institute any
such action, suit or proceeding and during such 30-day period, no request or
waiver inconsistent with such written request has been given to the Trustee


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pursuant to this Section or Section 19.04; it being understood and intended, and
being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing itself or
themselves of any provisions of the Agreement to affect, disturb or prejudice
the rights of the Holders of any other of the Certificates, or to obtain or seek
to obtain priority over or preference to any other such Holder or to enforce any
right under the Agreement, except in the manner provided in the Agreement and
for the equal, ratable and common benefit of all Certificateholders. For the
protection and enforcement of the provisions of this Section, each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.

     SECTION 21.04. GOVERNING LAW. The Agreement shall be governed by and
construed in accordance with the laws of the State of New York and the
obligations, rights and remedies of the parties under the Agreement shall be
determined in accordance with such laws.

     SECTION 21.05. NOTICES. All demands, notices and communications under the
Agreement shall be in writing, personally delivered or mailed by certified mail,
return receipt requested, prepaid courier service or telecopier and shall be
deemed to have been duly given upon receipt (i) in the case of the Seller or the
Servicer, to the agent for service as specified in the Agreement, or at such
other address as shall be designated by the Seller or the Servicer in a written
notice to the Trustee; (ii) in the case of the Trustee, at the Corporate Trust
Office; (iii) in the case of Standard & Poor's, at 26 Broadway, 15th Floor, New
York, New York 10004, Attention: Asset Backed Surveillance Department; (iv) in
the case of Moody's, at 99 Church Street, New York, New York 10007 Attention:
ABS Monitoring Department; (v) in the case of Duff & Phelps, at 55 East Monroe,
Chicago, Illinois 60603; and (vi) in the case of a Letter of Credit Bank, if
any, to the address provided in the Servicer Letter of Credit. Any notice
required or permitted to be mailed to a Certificateholder shall be given by
first class mail, postage prepaid, at the address of such Holder as shown in the
Certificate Register. Any notice so mailed within the time prescribed in the
Agreement shall be conclusively presumed to have been duly given, whether or not
the Certificateholder shall receive such notice.

     SECTION 21.06. SEVERABILITY OF PROVISIONS. If any one or more of the
covenants, agreements, provisions or terms of the 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 the Agreement and shall in no way affect the validity or
enforceability of the other covenants, agreements, provisions or terms of the
Agreement or of the Certificates or the rights of the Holders thereof.

     SECTION 21.07. ASSIGNMENT. Notwithstanding anything to the contrary
contained in the Agreement, except as provided in Sections 16.03 and 17.03 and
as provided in the provisions of the Agreement concerning the resignation of the
Servicer, the Agreement may not be assigned by the Seller or the Servicer
without the prior written consent of Holders of Certificates evidencing not less
than 51% of the Voting Interests of the Class A Certificates and the Class B
Certificates, voting together as a single class.


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     SECTION 21.08. CERTIFICATES NONASSESSABLE AND FULLY PAID.
Certificateholders shall not be personally liable for obligations of the Trust.
The interests represented by the Certificates shall be nonassessable for any
losses or expenses of the Trust or for any reason whatsoever, and, upon the
authentication thereof by the Trustee pursuant to Section 15.02, 15.03, 15.04,
15.08, 15.09 or 15.11, the Certificates are and shall be deemed fully paid.

     SECTION 21.09. NO PETITION. Each of the Servicer and the Trustee (not in
its individual capacity but solely as Trustee) covenants and agrees that prior
to the date which is one year and one day after the date upon which each Class
of Certificates has been paid in full, it will not institute against, or join
any other Person in instituting against the Seller any bankruptcy,
reorganization arrangement, insolvency or liquidation proceeding or other
proceedings under any federal or state bankruptcy or similar law. This Section
shall survive the termination of the Agreement or the termination of the
Servicer or the Trustee, as the case may be, under the Agreement.

                                    * * * * *


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                                       A-1

                                                                       EXHIBIT A

                              TRUSTEE'S CERTIFICATE

                      PURSUANT TO SECTION 19.02 OR 19.03
                    OF THE POOLING AND SERVICING AGREEMENT


      ____________________, as trustee (the "Trustee") of the
___________________________________ Trust 200__-__ created pursuant to the
Pooling and Servicing Agreement (the "Agreement") dated as of __________, 200__
among Pooled Auto Securities Shelf LLC, as Seller,
__________________________________, as Servicer, and the Trustee, does hereby
sell, transfer, assign and otherwise convey to the [Seller][Servicer], without
any recourse, representation or warranty, all of the Trustee's right, title and
interest in and to all of the Receivables identified in the attached Servicer's
Certificate as "Repurchased Receivables," which are to be repurchased by the
[Seller pursuant to Section 12.06 or 20.02] [Servicer pursuant to Section 13.02,
13.08 or 20.02] of the Agreement, and all security and documents relating
thereto.

      Capitalized terms used herein that are not otherwise defined shall have
the meanings ascribed thereto in the Agreement.

      IN WITNESS WHEREOF, I have hereunto set my hand this   th day of
______, ____.


                                   _______________________________________
                                   as Trustee

                                    By:___________________________________
                                         Title:


                                      A-1