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                                                                     Exhibit 4.1





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                      POOLED AUTO SECURITIES SHELF LLC,
                                  as Depositor,

                                       and

                     -----------------------------------,
                                as Owner Trustee



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

                                     FORM OF
                                 TRUST AGREEMENT
                           Dated as of ________, 200_

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









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                                TABLE OF CONTENTS

                                                                            PAGE

                                   Article One

                                   DEFINITIONS

Section 1.01. General Definitions..........................................  1
Section 1.02. Other Definitional Provisions................................  4
Section 1.03. Interpretive Provisions......................................  4


                                   Article Two

                                  ORGANIZATION

Section 2.01. Name.........................................................  5
Section 2.02. Office.......................................................  5
Section 2.03. Purposes and Powers..........................................  5
Section 2.04. Appointment of Owner Trustee.................................  6
Section 2.05. Initial Capital Contribution of Owner Trust Estate...........  6
Section 2.06. Declaration of Trust.........................................  6
Section 2.07. Liability of Owners..........................................  6
Section 2.08. Title to Trust Property......................................  6
Section 2.09. Situs of Issuer..............................................  7
Section 2.10. Representations and Warranties of the Depositor..............  7


                                Article Three
                 TRUST CERTIFICATES AND TRANSFER OF INTERESTS

Section 3.01. Initial Ownership............................................ 10
Section 3.02. The Trust Certificates.......................................  9
Section 3.03. Authentication and Delivery of Trust Certificates............  9
Section 3.04. Registration of Transfer and Exchange of Trust
                Certificates...............................................  9
Section 3.05. Mutilated, Destroyed, Lost or Stolen Trust Certificates...... 11
Section 3.06. Persons Deemed Owners........................................ 11
Section 3.07. Access to List of Certificateholders' Names and Addresses.... 11
Section 3.08. Maintenance of Office or Agency.............................. 12
Section 3.09. Appointment of Paying Agent.................................. 12
Section 3.10. Ownership by Depositor of Trust Certificates................. 12
Section 3.11. Book-Entry Trust Certificates................................ 13
Section 3.12. Notices to Clearing Agency................................... 13
Section 3.13. Definitive Trust Certificates................................ 14
Section 3.14. Repayment of Trust Certificates.............................. 14


                                  Article Four

                            ACTIONS BY OWNER TRUSTEE

Section 4.01. Prior Notice to Owners with Respect to Certain Matters....... 15
Section 4.02. Action by Owners with Respect to Certain Matters............. 15
Section 4.03. Action by Owners with Respect to Bankruptcy.................. 16
Section 4.04. Restrictions on Owners' Power................................ 16
Section 4.05. Majority Control............................................. 16


                                  Article Five

                  APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

Section 5.01. Establishment of Trust Account............................... 17
Section 5.02. Application of Trust Funds................................... 17
Section 5.03. Method of Payment............................................ 18
Section 5.04. No Segregation of Monies; No Interest........................ 18
Section 5.05. Accounting and Reports to Owners, Internal Revenue
                Service and Others......................................... 18


                                   Article Six

                      AUTHORITY AND DUTIES OF OWNER TRUSTEE

Section 6.01. General Authority............................................ 19
Section 6.02. General Duties............................................... 19
Section 6.03. Action Upon Instruction...................................... 19
Section 6.04. No Duties Except as Specified in this Agreement or in
                Instructions............................................... 20
Section 6.05. No Action Except Under Specified Documents or
                Instructions............................................... 20
Section 6.06. Restrictions................................................. 21


                                  Article Seven

                          CONCERNING THE OWNER TRUSTEE

Section 7.01. Acceptance of Trusts and Duties.............................. 22
Section 7.02. Furnishing of Documents...................................... 23
Section 7.03. Representations and Warranties............................... 23
Section 7.04. Reliance; Advice of Counsel.................................. 24
Section 7.05. Not Acting in Individual Capacity............................ 24
Section 7.06. Owner Trustee Not Liable for Trust Certificates or
                Receivables................................................ 24
Section 7.07. Owner Trustee May Own Trust Certificates and Notes........... 25


                                  Article Eight

                          COMPENSATION OF OWNER TRUSTEE

Section 8.01. Owner Trustee's Fees and Expenses............................ 26
Section 8.02. Indemnification.............................................. 26
Section 8.03. Payments to the Owner Trustee................................ 26


                                  Article Nine

                         TERMINATION OF TRUST AGREEMENT

Section 9.01. Termination of Trust Agreement............................... 27
Section 9.02. Dissolution upon Bankruptcy of Depositor..................... 28


                                   Article Ten

                   SUCCESSOR AND ADDITIONAL OWNER TRUSTEES

Section 10.01. Eligibility Requirements for Owner Trustee.................. 29
Section 10.02. Resignation or Removal of Owner Trustee..................... 29
Section 10.03. Successor Owner Trustee..................................... 30
Section 10.04. Merger or Consolidation of Owner Trustee.................... 30
Section 10.05. Appointment of Co-Trustee or Separate Trustee............... 30


                                 Article Eleven

                                  MISCELLANEOUS

Section 11.01. Supplements and Amendments.................................. 32
Section 11.02. No Legal Title to Owner Trust Estate in Owners.............. 33
Section 11.03. Limitations on Rights of Others............................. 33
Section 11.04. Notices..................................................... 33
Section 11.05. Severability................................................ 34
Section 11.06. Separate Counterparts....................................... 34
Section 11.07. Successors and Assigns...................................... 34
Section 11.08. No Petition................................................. 34
Section 11.09. No Recourse................................................. 34
Section 11.10. Headings.................................................... 34
Section 11.11. Governing Law............................................... 34
Section 11.12. Trust Certificates Nonassessable and Fully Paid............. 34
Section 11.13. Depositor Payment Obligation................................ 35
Section 11.14. Trust Certificate Transfer Restrictions..................... 35


                                    EXHIBITS

Exhibit A -Form of Trust Certificate.......................................A-1
Exhibit B -Form of Certificate of Trust....................................B-1
Exhibit C -Form of Certificate Depository Agreement........................C-1


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      This Trust Agreement, dated as of __________, 200_, is between Pooled Auto
Securities Shelf LLC, a Delaware limited liability company, as depositor (the
"Depositor"), and ________________, a _______________ corporation, as trustee
(the "Owner Trustee").

                                  Article One

                                   DEFINITIONS

      SECTION 1.01. GENERAL DEFINITIONS. Whenever used herein, unless the
context otherwise requires, the following words and phrases shall have the
following meanings:

      "ADMINISTRATION AGREEMENT" means the administration agreement, dated as of
__________, 200_, among the Issuer, the Indenture Trustee, the Depositor and
_________, as amended or supplemented from time to time.

      "ADMINISTRATOR" means __________, as Administrator under the
Administration Agreement, and its successors in such capacity.

      "AGREEMENT" means this Trust Agreement, as the same may be amended and
supplemented from time to time.

      "APPLICANTS" shall have the meaning specified in Section 3.07.

      "BENEFIT PLAN" means (i) an employee benefit plan (as such term is defined
in Section 3(3) of ERISA) that is subject to the provisions of Title 1of ERISA,
(ii) a plan described in Section 4975(e)(1) of the Code or (iii) any entity
whose underlying assets include plan assets by reason of a plan's investment in
the entity.

      "BUSINESS TRUST STATUTE" means Chapter 38 of Title 12 of the Delaware
Code, 12 DEL.C.ss. 3801 ET SEQ., as the same may be amended from time to time.

      "CERTIFICATE DEPOSITORY AGREEMENT" means the agreement dated _______,
200_, among the Issuer, the Owner Trustee, the Administrator and DTC, as the
initial Clearing Agency, substantially in the form of Exhibit C, relating to the
Trust Certificates, as the same may be amended and supplemented from time to
time.

      "CERTIFICATE DISTRIBUTION ACCOUNT" means the account established and
maintained as such pursuant to Section 5.01.

      "CERTIFICATE OF TRUST" means the Certificate of Trust filed for the Issuer
pursuant to Section 3810(a) of the Business Trust Statute, substantially in the
form of Exhibit B.

      "CERTIFICATE RATE" means _____% per annum calculated on the basis of a 360
day year of twelve 30 day months.



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      "CERTIFICATE REGISTER" and "CERTIFICATE REGISTRAR" means the register
maintained and the registrar (or any successor thereto) appointed pursuant to
Section 3.04.

      "CERTIFICATEHOLDER" or "HOLDER" means a Person in whose name a Trust
Certificate is registered.

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

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

      "CLOSING DATE" means ________, 200_.

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

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

      "CORPORATE TRUST OFFICE" means, with respect to the Owner Trustee, the
principal corporate trust office of the Owner Trustee located at __________,
_________, __________, or at such other address as the Owner Trustee may
designate by notice to the Owners and, the Depositor, or the principal corporate
trust office of any successor Owner Trustee at the address designated by such
successor Owner Trustee by notice to the Owners and the Depositor.

      "DEPOSITOR" means FUAR in its capacity as depositor hereunder.

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

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

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

      "EXPENSES" means all liabilities, obligations, losses, damages, taxes,
claims, actions and suits, and any and all reasonable costs, expenses and
disbursements (including reasonable legal fees and expenses) of any kind and
nature whatsoever.

      "FUAR" means Pooled Auto Securities Shelf LLC, and its successor.

      "INDEMNIFIED PARTIES" means the Owner Trustee and its successors, assigns,
agents and any co-trustee.

      "ISSUER" means the ___________________ Trust 200_, and its successors.




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      "OPINION OF COUNSEL" means one or more written opinions of counsel, who
may be an employee of or counsel to the Transferor, the Depositor or the
Servicer, which counsel shall be acceptable to the Indenture Trustee, the Owner
Trustee or each Rating Agency, as applicable.

      "ORIGINAL CERTIFICATE BALANCE" means $_________.

      "OWNER" means each Holder of a Trust Certificate.

      "OWNER TRUST ESTATE" means all right, title and interest of the Issuer in
and to the property and rights assigned to the Issuer pursuant to Article Two of
the Sale and Servicing Agreement, all funds on deposit from time to time in the
Accounts and the Certificate Distribution Account, all other property of the
Issuer from time to time, including any rights of the Owner Trustee and the
Issuer pursuant to the Sale and Servicing Agreement and the Administration
Agreement and all proceeds of the foregoing.

      "OWNER TRUSTEE" means _______________, a Delaware banking corporation, not
in its individual capacity but solely as owner trustee under this Agreement, and
any successor Owner Trustee hereunder.

      "PAYING AGENT" means any paying agent or co-paying agent appointed
pursuant to Section 3.09.

      "PERCENTAGE INTEREST" means, (i) as to any Trust Certificate, the
percentage interest specified on the face thereof, or (ii) with respect to all
of the Trust Certificates, the total percentage interests of all Trust
Certificates outstanding at the date of determination; provided, that in
determining whether the Holders of the requisite portion or percentage of the
Trust Certificates have given any request, demand, authorization, direction,
notice, consent or waiver hereunder or under any other Basic Document, Trust
Certificates owned by the Issuer, any other obligor upon the Certificates, the
Depositor, the Seller, the Servicer or any Affiliate of any of the foregoing
Persons shall be disregarded and deemed to be excluded from the Certificate
Balance (unless such Persons own 100% of the Certificate Balance of the
Certificates), except that, in determining whether the Indenture Trustee and
Owner Trustee shall be protected in relying on any such request, demand,
authorization, direction, notice, consent or waiver, only Trust Certificates
that the Indenture Trustee and the Owner Trustee know to be so owned shall be so
disregarded. Trust Certificates so owned that have been pledged in good faith
may be regarded as included in the Certificate Balance if the pledgee
establishes to the satisfaction of the Indenture Trustee or the Owner Trustee,
as applicable, the pledgee's right so to act with respect to such Trust
Certificates and that the pledgee is not the Issuer, any other obligor upon the
Trust Certificates, the Depositor, the Seller or any Affiliate of any of their
respective Affiliates.

      "RECORD DATE" means, with respect to any Distribution Date, the day
immediately preceding such Distribution Date.

      "REQUIRED RATING" means, with respect to any entity, that such entity (or
the parent of such entity) has a rating of at least BBB- by Standard & Poor's
and at least Baa3 by Moody's.



                                       3
<PAGE>

      "SALE AND SERVICING AGREEMENT" means the sale and servicing agreement,
dated as of __________, 200_, among the Issuer, the Depositor and ______, as
servicer, as amended or supplemented from time to time.

      "SECRETARY OF STATE" means the Secretary of State of the State of
Delaware.

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

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

      "TRUST CERTIFICATE" means a certificate evidencing the beneficial interest
of an Owner in the Trust, substantially in the form of Exhibit A.

      SECTION 1.02. OTHER DEFINITIONAL PROVISIONS.

      (a) Capitalized terms used herein that are not otherwise defined have the
meanings ascribed thereto in the Sale and Servicing Agreement or the Indenture,
as the case may be.

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

      SECTION 1.03. INTERPRETIVE PROVISIONS.

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

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



                                       4
<PAGE>

                                  Article Two

                                  ORGANIZATION

      SECTION 2.01. NAME. The trust created hereby shall be known as the
"______________ Trust 200_-__," in which name the Owner Trustee may conduct the
business of the Issuer, make and execute contracts and other instruments and sue
and be sued, to the extent herein provided.

      SECTION 2.02. OFFICE. The office of the Issuer shall be in care of the
Owner Trustee at the Corporate Trust Office or at such other address in Delaware
as the Owner Trustee may designate by written notice to the Owners and the
Depositor.

      SECTION 2.03. PURPOSES AND POWERS.

      (a) The sole purpose of the Issuer is to conserve the Owner Trust Estate
and collect and disburse the periodic income therefrom for the use and benefit
of the Certificateholders, and in furtherance of such purpose to engage in the
following ministerial activities:

          (i) to issue the Notes pursuant to the Indenture and the Trust
     Certificates pursuant to this Agreement and to sell the Notes and the Trust
     Certificates;

          (ii) with the proceeds of the sale of the Notes and the Trust
     Certificates, to purchase the Receivables, to fund the Reserve Fund, to pay
     the organizational, start-up and transactional expenses of the Trust and to
     pay the balance to the Depositor pursuant to the Sale and Servicing
     Agreement;

          (iii) to assign, grant, transfer, pledge, mortgage and convey the
     Owner Trust Estate pursuant to the Indenture and to hold, manage and
     distribute to the Owners pursuant to the Sale and Servicing Agreement any
     portion of the Trust Estate released from the Lien of, and remitted to the
     Trust pursuant to, the Indenture;

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

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

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

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



                                       5
<PAGE>

      SECTION 2.04. APPOINTMENT OF OWNER TRUSTEE. The Depositor hereby appoints
the Owner Trustee as trustee of the Issuer effective as of the date hereof, to
have all the rights, powers and duties set forth herein, and the Owner Trustee
hereby accepts such appointment.

      The Owner Trustee may engage, in the name of the Issuer or in its own name
on behalf of the Issuer, in the activities of the Issuer, make and execute
contracts on behalf of the Issuer and sue on behalf of the Issuer.

      SECTION 2.05. INITIAL CAPITAL CONTRIBUTION OF OWNER TRUST ESTATE. The
Depositor hereby sells, assigns, transfers, conveys and sets over to the Owner
Trustee, as of the date hereof, the sum of $1,000.00. The Owner Trustee hereby
acknowledges receipt in trust from the Depositor, as of the date hereof, of the
foregoing contribution, which shall constitute the initial Owner Trust Estate
and shall be deposited in the Certificate Distribution Account. The Depositor
shall pay organizational expenses of the Issuer as they may arise or shall, upon
the request of the Owner Trustee, promptly reimburse the Owner Trustee for any
such expenses paid by the Owner Trustee.

      SECTION 2.06. DECLARATION OF TRUST. The Owner Trustee hereby declares that
it will hold the Owner Trust Estate in trust upon and subject to the conditions
set forth herein for the sole purpose of conserving the Owner Trust Estate and
collecting and disbursing the periodic income therefrom for the use and benefit
of the Owners, subject to the obligations of the Issuer under the Basic
Documents. It is the intention of the parties hereto that the Issuer constitute
a business trust under the Business Trust Statute and that this Agreement
constitute the governing instrument of such business trust. It is the intention
of the parties hereto that, solely for income and franchise tax purposes, (i) so
long as there is a sole Owner, the Issuer shall be treated as a security
arrangement, with the assets of the Issuer being the Receivables and other
assets held by the Issuer, the owner of the Receivables being the sole Owner and
the Notes being non-recourse debt of the sole Owner and (ii) if there is more
than one Owner, the Issuer shall be treated as a partnership for income and
franchise tax purposes, with the assets of the partnership being the Receivables
and other assets held by the Issuer and with the partners of the partnership
being the Owners (including _________, in its capacity as recipient of
distribution from the Reserve Account) and the Notes being debt of the
partnership. The parties agree that, unless otherwise required by appropriate
tax authorities, the Issuer will file or cause to be filed annual or other
necessary returns, reports and other forms consistent with the characterization
of the Issuer as provided in the preceding sentence for such tax purposes.
Effective as of the date hereof, the Owner Trustee shall have all rights, powers
and duties set forth herein and in the Business Trust Statute for the sole
purpose and to the extent necessary to accomplish the purpose of the Issuer as
set forth in Section 2.03(a).

      SECTION 2.07. LIABILITY OF OWNERS. The Owners shall be entitled to the
same limitation of personal liability extended to stockholders of private
corporations for profit organized under the general corporation law of the State
of Delaware.

      SECTION 2.08. TITLE TO TRUST PROPERTY. Legal title to the Owner Trust
Estate shall be vested at all times in the Issuer as a separate legal entity
except where applicable law in any jurisdiction



                                       6
<PAGE>

requires title to any part of the Owner Trust Estate to be vested in a trustee
or trustees, in which case title shall be deemed to be vested in the Owner
Trustee, a co-trustee and/or a separate trustee, as the case may be.

      SECTION 2.09. SITUS OF ISSUER. The Issuer will be located and administered
in the State of Delaware. All bank accounts maintained by the Owner Trustee on
behalf of the Issuer shall be located in the states of Delaware, or the State of
_________. The Issuer shall not have any employees in any state other than
Delaware; provided, however, that nothing herein shall restrict or prohibit the
Owner Trustee from having employees within or without the State of Delaware.
Payments will be received by the Issuer only in, and payments will be made by
the Issuer only from, the states of Delaware, or __________. The only office of
the Issuer will be at the Corporate Trust Office.

      SECTION 2.10. REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR. The
Depositor hereby represents and warrants to the Owner Trustee that:

      (a) The Depositor 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) The Depositor 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 its property
or the conduct of its business shall require such qualifications.

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

      (d) This Agreement constitutes a legal, valid and binding obligation of
the Depositor, enforceable in accordance with its terms, except as such
enforceability may be subject to or limited by bankruptcy, insolvency,
reorganization, moratorium, liquidation, fraudulent conveyance 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) The execution, delivery and performance by the Depositor of this
Agreement and the consummation of the transactions contemplated by this
Agreement and the fulfillment of the terms hereof do not conflict with, result
in any breach of any of the terms and provisions of, nor constitute (with or
without notice or lapse of time) a default under, the articles of incorporation
or bylaws of the Depositor, or conflict with or violate



                                       7
<PAGE>

any of the material terms or provisions of, or constitute (with or without
notice or lapse of time) a default under, any indenture, agreement or other
instrument to which the Depositor is a party or by which it is bound; nor result
in the creation or imposition of any Lien upon any of its properties pursuant to
the terms of any such indenture, agreement or other instrument (other than
pursuant to the Basic Documents); nor violate any law or, to the best of the
Depositor's knowledge, any order, rule or regulation applicable to the Depositor
of any court or of any federal or state regulatory body, administrative agency
or other governmental instrumentality having jurisdiction over the Depositor or
its properties; which breach, default, conflict, lien or violation would have a
material adverse effect on the earnings, business affairs or business prospects
of the Depositor.

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

                                       8



<PAGE>
                                 Article Three

                 TRUST CERTIFICATES AND TRANSFER OF INTERESTS

     SECTION 3.01. INITIAL OWNERSHIP. Upon the formation of the Issuer by the
contribution by the Depositor pursuant to Section 2.05 and until the issuance of
the Trust Certificates, the Depositor shall be the sole beneficiary of the
Issuer.

     SECTION 3.02. THE TRUST CERTIFICATES. The Trust Certificates shall be
issued in minimum denominations of $1,000 and integral multiples thereof;
provided, however, that the Trust Certificates issued to the Depositor may be
issued in such denomination as required to include any residual amount. The
Trust Certificates shall be executed by the Owner Trustee on behalf of the
Issuer by manual or facsimile signature of an authorized officer of the Owner
Trustee and attested on behalf of the Owner Trustee by the manual or facsimile
signature of an authorized officer of the Owner Trustee and shall have deemed to
have been validly issued when so executed. Trust 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 Owner Trustee,
shall be validly issued and binding obligations of the Issuer and entitled to
the benefit of this Agreement, notwithstanding that such individuals or any of
them shall have ceased to be so authorized prior to the authentication and
delivery of such Trust Certificates or did not hold such offices at the date of
authentication and delivery of such Trust Certificates.

      A transferee of a Trust Certificate shall become a Certificateholder and
shall be entitled to the rights and subject to the obligations of a
Certificateholder hereunder upon such transferee's acceptance of a Trust
Certificate duly registered in such transferee's name pursuant to Section 3.04.

     SECTION 3.03. AUTHENTICATION AND DELIVERY OF TRUST CERTIFICATES. On the
Closing Date, the Owner Trustee shall cause to be authenticated and delivered
upon the order of the Depositor, in exchange for the Receivables and the other
assets of the Issuer, simultaneously with the sale, assignment and transfer to
the Issuer of the Receivables, and the constructive delivery to the Owner
Trustee of the Receivable Files and the other assets of the Issuer, Trust
Certificates duly authenticated by the Owner Trustee, in authorized
denominations equaling in the aggregate the Original Certificate Balance and
evidencing the entire ownership of the Issuer. No Trust Certificate shall
entitle its Holder to any benefit under this Agreement, or be valid for any
purpose, unless there shall appear on such Trust Certificate a certificate of
authentication substantially in the form set forth in Exhibit A, executed by the
Owner Trustee or its authenticating agent, by manual signature; and such
authentication shall constitute conclusive evidence that such Trust Certificate
shall have been duly authenticated and delivered hereunder. All Trust
Certificates shall be dated the date of their authentication. Upon issuance,
authentication and delivery pursuant to the terms hereof, the Trust Certificates
will be entitled to the benefits of this Agreement.

                                       9
<PAGE>

     SECTION 3.04. REGISTRATION OF TRANSFER AND EXCHANGE OF TRUST CERTIFICATES.

     (a) The Certificate Registrar shall keep or cause to be kept, at the office
or agency maintained pursuant to Section 3.08, a Certificate Register in which,
subject to such reasonable regulations as it may prescribe, the Owner Trustee
shall provide for the registration of Trust Certificates and of transfers and
exchanges of Trust Certificates as herein provided. ___________, _________,
__________ is hereby appointed as initial Certificate Registrar. Upon any
resignation of the initial Certificate Registrar, the Owner Trustee shall
promptly appoint a successor thereto.

     (b) Upon surrender for registration of transfer of any Trust Certificate at
the office of the Certificate Registrar, the Owner Trustee shall execute,
authenticate and deliver (or shall cause its authenticating agent to
authenticate and deliver), in the name of the designated transferee or
transferees, one or more new Trust Certificates in authorized denominations of a
like aggregate Percentage Interest dated the date of authentication by the Owner
Trustee or any authenticating agent; provided that prior to such execution,
authentication and delivery, the Owner Trustee shall have received an Opinion of
Counsel to the effect that the proposed transfer will not cause the Issuer to be
characterized as an association (or a publicly traded partnership) taxable as a
corporation or alter the tax characterization of the Notes for federal income
tax purposes. At the option of a Holder, Trust Certificates may be exchanged for
other Trust Certificates of authorized denominations of a like aggregate
Percentage Interest upon surrender of the Trust Certificates to be exchanged at
the office or agency maintained pursuant to Section 3.08.

     (c) At the option of a Certificateholder, Trust Certificates may be
exchanged for other Trust Certificates in authorized denominations of a like
aggregate Percentage Interest upon surrender of the Trust Certificates to be
exchanged at the office of the Certificate Registrar. Whenever any Trust
Certificates are so surrendered for exchange, the Owner Trustee on behalf of the
Issuer shall execute, authenticate and deliver (or shall cause its
authenticating agent to authenticate and deliver) the Trust Certificates that
the Certificateholder making the exchange is entitled to receive. Every Trust
Certificate presented or surrendered for registration of transfer or exchange
shall be accompanied by a written instrument of transfer in form satisfactory to
the Owner Trustee and the Certificate Registrar duly executed by the Holder or
such Holder's attorney duly authorized in writing.

     (d) No service charge shall be made for any registration of transfer or
exchange of Trust Certificates, but the Owner 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 Trust Certificates.

     (e) [The Trust Certificates may not be acquired by or for the account of a
Benefit Plan. By accepting and holding a Trust Certificate, the Holder thereof
shall be deemed to have represented and warranted that it is not a Benefit Plan
nor will it hold such Trust Certificate for the account of a Benefit Plan.]

     (f) All Trust Certificates surrendered for registration of transfer or
exchange, if surrendered to the Issuer or any agent of the Owner Trustee or the
Issuer under this Agreement,


                                       10
<PAGE>

shall be delivered to the Owner Trustee and promptly cancelled by it, or, if
surrendered to the Owner Trustee, shall be promptly cancelled by it, and no
Trust Certificates shall be issued in lieu thereof except as expressly permitted
by any of the provisions of this Agreement. The Owner Trustee shall dispose of
cancelled Trust Certificates in accordance with its normal practice.

     (g) The preceding provisions of this Section notwithstanding, the Owner
Trustee shall not make, and the Certificate Registrar shall not register
transfers or exchanges of, Trust Certificates for a period of 15 days preceding
the due date for any payment with respect to the Trust Certificates.

     SECTION 3.05. MUTILATED, DESTROYED, LOST OR STOLEN TRUST CERTIFICATES. If
(i) any mutilated Trust Certificate is surrendered to the Certificate Registrar,
or the Certificate Registrar receives evidence to its satisfaction of the
destruction, loss or theft of any Trust Certificate and (ii) there is delivered
to the Certificate Registrar and the Owner Trustee such security or indemnity as
may be required by them to save each of them harmless, then, in the absence of
notice that such Trust Certificate has been acquired by a bona fide purchaser,
the Owner Trustee on behalf of the Issuer shall execute and the Owner Trustee or
its authenticating agent shall authenticate and deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen Trust Certificate, a new
Trust Certificate in an authorized denomination and of a like Percentage
Interest. In connection with the issuance of any new Trust Certificate under
this Section, the Owner Trustee may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
therewith. Any duplicate Trust Certificate issued pursuant to this Section shall
constitute conclusive evidence of ownership in the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Trust Certificate shall be
found at any time.

     SECTION 3.06. PERSONS DEEMED OWNERS. Prior to due presentation of a Trust
Certificate for registration of transfer, the Owner Trustee, the Certificate
Registrar, any Paying Agent and any of their respective agents may treat the
Person in whose name any Trust Certificate is registered as the owner of such
Trust Certificate for the purpose of receiving distributions pursuant to Section
5.02 and for all other purposes whatsoever, and none of the Owner Trustee, the
Certificate Registrar, any Paying Agent or any of their respective agents shall
be affected by any notice to the contrary.

     SECTION 3.07. ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND ADDRESSES.
The Owner Trustee shall furnish or cause to be furnished to the Servicer and the
Depositor, within 15 days after receipt by the Owner Trustee of a written
request therefor from the Servicer or the Depositor, a list, in such form as the
Servicer or the Depositor 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 Trust Certificates evidencing not
less than 25% of the percentage interests of the Trust Certificates (hereinafter
referred to as the "Applicants"), apply in writing to the Owner Trustee, and
such application states that the Applicants desire to communicate with other
Certificateholders with respect to their rights under this Agreement or under
the Trust Certificates, then the Owner 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. Each Holder, by
receiving and holding a Trust Certificate, shall be deemed to


                                       11
<PAGE>

have agreed not to hold any of the Depositor, the Certificate Registrar or the
Owner Trustee accountable by reason of the disclosure of its name and address,
regardless of the source from which such information was derived.

     SECTION 3.08. MAINTENANCE OF OFFICE OR AGENCY. The Owner Trustee shall
maintain in the Borough of Manhattan, The City of New York, an office or offices
or agency or agencies where Trust Certificates may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Owner Trustee in respect of the Trust Certificates and the Basic Documents
may be served. The Owner Trustee initially designates __________, __________,
__________ as its office for such purposes. The Owner Trustee shall give prompt
written notice to the Depositor and to the Certificateholders of any change in
the location of the Certificate Register or any such office or agency.

     SECTION 3.09. APPOINTMENT OF PAYING AGENT. The Paying Agent shall make
distributions to Certificateholders from the Certificate Distribution Account
pursuant to Section 5.02(a) and shall report the amounts of such distributions
to the Owner Trustee. Any Paying Agent shall have the revocable power to
withdraw funds from the Certificate Distribution Account for the purpose of
making the distributions referred to above. The Owner Trustee may revoke such
power and remove the Paying Agent if the Owner Trustee determines in its sole
discretion that the Paying Agent shall have failed to perform its obligations
under this Agreement in any material respect. The Paying Agent initially shall
be ______________ and any co-paying agent chosen by the Paying Agent that is
acceptable to the Owner Trustee. Each Paying Agent shall be permitted to resign
as Paying Agent upon 30 days' written notice to the Owner Trustee. In the event
that ________________ shall no longer be the Paying Agent, the Owner Trustee
shall appoint a successor to act as Paying Agent (which shall be a bank or trust
company). The Owner Trustee shall cause such successor Paying Agent or any
additional Paying Agent appointed by the Owner Trustee to execute and deliver to
the Owner Trustee an instrument in which such successor Paying Agent or
additional Paying Agent shall agree with the Owner Trustee that, as Paying
Agent, such successor Paying Agent or additional Paying Agent will hold all
sums, if any, held by it for payment to the Certificateholders in trust for the
benefit of the Certificateholders entitled thereto until such sums shall be paid
to such Certificateholders. The Paying Agent shall return all unclaimed funds to
the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall
also return all funds in its possession to the Owner Trustee. The provisions of
Sections 7.01, 7.03, 7.04 and 8.01 shall apply to the Owner Trustee also in its
role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent
and, to the extent applicable, to any other paying agent appointed hereunder.
Any reference in this Agreement to the Paying Agent shall include any co-paying
agent unless the context requires otherwise.

     SECTION 3.10. OWNERSHIP BY DEPOSITOR OF TRUST CERTIFICATES. The Depositor
shall on the Closing Date retain Trust Certificates representing at least 1% of
the Initial Certificate Balance and shall thereafter retain beneficial and
record ownership of Trust Certificates representing at least 1% of the
Certificate Balance. Any attempted transfer of the Depositor's Trust Certificate
that would reduce such interest of the Depositor below 1% of the Certificate
Balance shall be void. The Owner Trustee shall cause any Trust Certificate
issued to the Depositor to contain a legend


                                       12
<PAGE>

stating "THIS CERTIFICATE IS NON-TRANSFERABLE EXCEPT UNDER THE LIMITED
CIRCUMSTANCES DESCRIBED IN SECTION 3.10 OF THE TRUST AGREEMENT."

     SECTION 3.11. BOOK-ENTRY TRUST CERTIFICATES. The Trust Certificates, upon
original issuance, will be issued in the form of a typewritten Trust Certificate
or Trust Certificates representing Book-Entry Trust Certificates, to be
delivered to The Depository Trust Company, the initial Clearing Agency, by, or
on behalf of, the Trust; PROVIDED, HOWEVER, that one Definitive Trust
Certificate may be issued to the Depositor pursuant to Section 3.10. Such Trust
Certificate or Trust Certificates shall initially be registered on the
Certificate Register in the name of Cede & Co., the nominee of the initial
Clearing Agency, and no Owner will receive a definitive Trust Certificate
representing such Owner's interest in such Trust Certificate, except as provided
in Section 3.13. Unless and until definitive, fully registered Trust
Certificates (the "Definitive Trust Certificates") have been issued to Owners
pursuant to Section 3.13:

     (a) The provisions of this Section shall be in full force and effect;

     (b) The Certificate Registrar and the Owner Trustee shall be entitled to
deal with the Clearing Agency for all purposes of this Agreement (including the
payment of principal of and interest on the Trust Certificates and the giving of
instructions or directions hereunder) as the sole Holder of the Trust
Certificates and shall have no obligation to the Owners;

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

     (d) The rights of Owners shall be exercised only through the Clearing
Agency and shall be limited to those established by law and agreements between
such Owners and the Clearing Agency and/or the Clearing Agency Participants.
Pursuant to the Certificate Depository Agreement, unless and until Definitive
Trust Certificates are issued pursuant to Section 3.13, the initial Clearing
Agency will make book-entry transfers among the Clearing Agency Participants and
receive and transmit payments of principal of and interest on the Trust
Certificates to such Clearing Agency Participants; and

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

     SECTION 3.12. NOTICES TO CLEARING AGENCY. Whenever a notice or other
communication to the Certificateholders is required under this Agreement, unless
and until Definitive Trust Certificates shall have been issued to Owners
pursuant to Section 3.13, the Owner Trustee shall give all such notices and
communications specified herein to be given to Certificateholders to the
Clearing Agency, and shall have no obligations to the Owners.

                                       13
<PAGE>

     SECTION 3.13. DEFINITIVE TRUST CERTIFICATES. If (i) the Administrator
advises the Owner Trustee in writing that the Clearing Agency is no longer
willing or able to properly discharge its responsibilities with respect to the
Trust Certificates and the Administrator is unable to locate a qualified
successor, (ii) the Administrator at its option advises the Owner Trustee in
writing that it elects to terminate the book-entry system through the Clearing
Agency or (iii) after the occurrence of an Event of Default or a Servicer
Default, Owners representing beneficial interests aggregating at least a
majority of the Certificate Balance advise the Clearing Agency in writing that
the continuation of a book-entry system through the Clearing Agency is no longer
in the best interest of the Owners, then the Clearing Agency shall notify all
Owners and the Owner Trustee of the occurrence of any such event and of the
availability of the Definitive Trust Certificates to Owners requesting the same.
Upon surrender to the Owner Trustee of the typewritten Trust Certificate or
Trust Certificates representing the Book-Entry Trust Certificates by the
Clearing Agency, accompanied by registration instructions, the Owner Trustee
shall execute and authenticate the Definitive Trust Certificates in accordance
with the instructions of the Clearing Agency. Neither the Certificate Registrar
nor the Owner Trustee shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying on,
such instructions. Upon the issuance of Definitive Trust Certificates, the Owner
Trustee shall recognize the Holders of the Definitive Trust Certificates as
Certificateholders. The Definitive Trust Certificates shall be printed,
lithographed or engraved or may be produced in any other manner as is reasonably
acceptable to the Owner Trustee, as evidenced by its execution thereof.

     SECTION 3.14. REPAYMENT OF TRUST CERTIFICATES. In the event of an optional
purchase pursuant to Section 8.01(a) of the Sale and Servicing Agreement, the
Certificates will be prepaid in whole, but not in part, at a prepayment price
equal to the Certificate Balance plus accrued interest thereon at the
Certificate Rate.

                                       14
<PAGE>

                                  Article Four

                            ACTIONS BY OWNER TRUSTEE

     SECTION 4.01. PRIOR NOTICE TO OWNERS WITH RESPECT TO CERTAIN MATTERS.
Subject to the provisions and limitations of Section 4.04, with respect to the
following matters, the Owner Trustee shall not take action unless at least 30
days before the taking of such action, the Owner Trustee shall have notified the
Certificateholders in writing of the proposed action and the Owners shall not
have notified the Owner Trustee in writing prior to the 30th day after such
notice is given that such Owners have withheld consent or provided alternative
direction:

          (a) the initiation of any claim or lawsuit by the Issuer (except
     claims or lawsuits brought in connection with the collection of the
     Receivables) and the compromise of any action, claim or lawsuit brought by
     or against the Issuer (except with respect to the aforementioned claims or
     lawsuits for collection of the Receivables);

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

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

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

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

          (f) the appointment pursuant to the Indenture of a successor Note
     Registrar, paying agent for the Notes or Indenture Trustee or pursuant to
     this Agreement of a successor Certificate Registrar, or the consent to the
     assignment by the Note Registrar, Paying Agent, Indenture Trustee or
     Certificate Registrar of its obligations under the Indenture or this
     Agreement, as applicable.

     SECTION 4.02. ACTION BY OWNERS WITH RESPECT TO CERTAIN MATTERS. Subject to
the provisions and limitations of Section 4.04, the Owner Trustee shall not have
the power, except upon the direction of the Owners, to (i) remove the
Administrator pursuant to Section 1.09 of the Administration Agreement, (ii)
appoint a successor Administrator pursuant to Section 1.09 of the Administration
Agreement, (iii) remove the Servicer pursuant to Section 7.02 of the Sale and
Servicing Agreement, (iv) except as expressly provided in the Basic Documents,
sell the Receivables after the termination of the Indenture, (v) initiate any
claim, suit or proceeding by the Issuer or compromise any claim, suit or
proceeding brought by or against the Issuer, (vi) authorize the merger or
consolidation of the Issuer with or into any other business trust or entity
(other than in accordance with Section 3.10 of the Indenture) or (vii) amend the
Certificate

                                       15
<PAGE>

of Trust. The Owner Trustee shall take the actions referred to in the preceding
sentence only upon written instructions signed by the Owners.

     SECTION 4.03. ACTION BY OWNERS WITH RESPECT TO BANKRUPTCY. The Owner
Trustee shall not have the power to commence a voluntary proceeding in
bankruptcy relating to the Issuer without the unanimous prior approval of all
Owners (including the Depositor) and the delivery to the Owner Trustee by each
such Owner of a certificate certifying that such Owner reasonably believes that
the Issuer is insolvent.

     SECTION 4.04. RESTRICTIONS ON OWNERS' POWER. The Owners shall not direct
the Owner Trustee to take or to refrain from taking any action if such action or
inaction would be contrary to any obligation of the Issuer or the Owner Trustee
under this Agreement or any of the other Basic Documents or would be contrary to
the purpose of the Issuer as set forth in Section 2.03, nor shall the Owner
Trustee be obligated to follow any such direction, if given.

     SECTION 4.05. MAJORITY CONTROL. Except as expressly provided herein, any
action that may be taken by the Owners under this Agreement may be taken by the
Holders of Trust Certificates evidencing not less than a majority of the
Percentage Interests evidenced by the Trust Certificates. Except as expressly
provided herein, any written notice of the Owners delivered pursuant to this
Agreement shall be effective if signed by Holders of Trust Certificates
evidencing not less than a majority of the Percentage Interests evidenced by the
Trust Certificates at the time of the delivery of such notice.

                                       16
<PAGE>

                                  Article Five

                   APPLICATION OF TRUST FUNDS; CERTAIN DUTIES


     SECTION 5.01. ESTABLISHMENT OF TRUST ACCOUNT. The Owner Trustee, for the
benefit of the Certificateholders, shall establish and maintain in the name of
the Issuer an Eligible Account (the "Certificate Distribution Account"), bearing
a designation clearly indicating that the funds deposited therein are held for
the benefit of the Certificateholders.

     The Owner Trustee shall possess all right, title and interest in funds on
deposit from time to time in the Certificate Distribution Account and in the
proceeds thereof. Except as otherwise expressly provided herein, the Certificate
Distribution Account shall be under the sole dominion and control of the Owner
Trustee for the benefit of the Certificateholders. If, at any time, the
Certificate Distribution Account ceases to be an Eligible Account, the Owner
Trustee (or the Depositor on behalf of the Owner Trustee, if the Certificate
Distribution Account is not then held by the Owner Trustee or an Affiliate
thereof) shall within ten Business Days (or such longer period, not to exceed 30
calendar days, as to which each Rating Agency may consent) establish a new
Certificate Distribution Account as an Eligible Account and shall transfer any
cash and/or any investments to such new Certificate Distribution Account. Monies
on deposit in the Certificate Distribution Account may be invested in Permitted
Investments upon the terms set forth in Section 4.01 of the Sale and Servicing
Agreement, as if the Certificate Distribution Account were an "Account."

     SECTION 5.02. APPLICATION OF TRUST FUNDS.

     (a) On each Distribution Date, the Owner Trustee will distribute to
Certificateholders, on the basis of the Percentage Interest evidenced by their
Trust Certificates, amounts deposited in the Certificate Distribution Account
pursuant to Section 4.06 of the Sale and Servicing Agreement with respect to
such Distribution Date.

     (b) On each Distribution Date, the Owner Trustee shall send to each
Certificateholder the statement or statements provided to the Owner Trustee by
the Servicer pursuant to Section 4.10 of the Sale and Servicing Agreement with
respect to such Distribution Date.

     (c) In the event that any withholding tax is imposed on the Issuer's
payment (or allocations of income) to an Owner, such tax shall reduce the amount
otherwise distributable to the Owner in accordance with this Section. The Owner
Trustee is hereby authorized and directed to retain from amounts otherwise
distributable to the Owners sufficient funds for the payment of any tax that is
legally owed by the Issuer (but such authorization shall not prevent the Owner
Trustee from contesting any such tax in appropriate proceedings and withholding
payment of such tax, if permitted by law, pending the outcome of such
proceedings). The amount of any withholding tax imposed with respect to an Owner
shall be treated as cash distributed to such Owner at the time it is withheld by
the Issuer and remitted to the appropriate taxing authority. If there is a
possibility that withholding tax is payable with respect to a distribution, the
Owner Trustee may in its sole discretion withhold such amounts in accordance
with this paragraph (c).

                                       17
<PAGE>

     SECTION 5.03. METHOD OF PAYMENT. Subject to Section 9.01(c) respecting the
final payment upon retirement of each Trust Certificate, distributions required
to be made to Certificateholders on any Distribution Date shall be made to each
Certificateholder of record on the related Record Date by wire transfer, in
immediately available funds, to the account of such Holder at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall
have provided to the Certificate Registrar appropriate written instructions at
least five Business Days prior to such Distribution Date and such Holder's Trust
Certificates in the aggregate evidence denominations of not less than
$1,000,000, or, if not, by check mailed to such Certificateholder at the address
of such Holder appearing in the Certificate Register.

     SECTION 5.04. NO SEGREGATION OF MONIES; NO INTEREST. Subject to Sections
5.01 and 5.02, monies received by the Owner Trustee hereunder need not be
segregated in any manner except to the extent required by law or the Sale and
Servicing Agreement and may be deposited under such general conditions as may be
prescribed by law, and the Owner Trustee shall not be liable for any interest
thereon.

     SECTION 5.05. ACCOUNTING AND REPORTS TO OWNERS, INTERNAL REVENUE SERVICE
AND OTHERS. The Owner Trustee shall maintain (or cause to be maintained) the
books of the Issuer on a calendar year basis and the accrual method of
accounting. In addition, the Issuer shall deliver to each Owner such
information, reports or statements as may be required by the Code and applicable
Treasury Regulations and as may be required to enable each Owner to prepare its
federal and state income tax returns. Consistent with the Issuer's
characterization for tax purposes, as a security arrangement for the issuance of
non-recourse debt, no federal income tax return shall be filed on behalf of the
Issuer unless either (i) the Owner Trustee shall receive an Opinion of Counsel
that, based on a change in applicable law occurring after the date hereof, the
Code requires such a filing or (ii) the Internal Revenue Service shall determine
that the Issuer is required to file such a return. Notwithstanding the preceding
sentence, the Owner Trustee shall file Internal Revenue Service Form 8832 and
elect for the Issuer to be treated as a domestic eligible entity with a single
owner that is disregarded as a separate entity, which election shall remain in
effect so long as the Depositor or any other party is the sole Owner. In the
event that the Issuer is required to file tax returns, the Owner Trustee shall
prepare or shall cause to be prepared any tax returns required to be filed by
the Issuer and shall remit such returns to the Depositor (or if the Depositor no
longer owns any Certificates, the Owner designated for such purpose by the
Depositor to the Owner Trustee in writing) at least five days before such
returns are due to be filed. The Depositor (or such designee Owner, as
applicable) shall promptly sign such returns and deliver such returns after
signature to the Owner Trustee and such returns shall be filed by the Owner
Trustee with the appropriate tax authorities. In no event shall the Owner
Trustee or the Depositor (or such designee Owner, as applicable) be liable for
any liabilities, costs or expenses of the Issuer or the Noteholders arising out
of the application of any tax law, including federal, state, foreign or local
income or excise taxes or any other tax imposed on or measured by income (or any
interest, penalty or addition with respect thereto or arising from a failure to
comply therewith) except for any such liability, cost or expense attributable to
any act or omission by the Owner Trustee or the Depositor (or such designee
Owner, as applicable), as the case may be, in breach of its obligations under
this Agreement.

                                       18
<PAGE>

                                  ARTICLE SIX

                      AUTHORITY AND DUTIES OF OWNER TRUSTEE

     SECTION 6.01. GENERAL AUTHORITY. Subject to the provisions and limitations
of Sections 2.03 and 2.06, the Owner Trustee is authorized and directed to
execute and deliver the Basic Documents to which the Issuer is to be a party and
each certificate or other document attached as an exhibit to or contemplated by
the Basic Documents to which the Issuer is to be a party and any amendment or
other agreement, as evidenced conclusively by the Owner Trustee's execution
thereof. In addition to the foregoing, the Owner Trustee is authorized, but
shall not be obligated, to take all actions required of the Issuer pursuant to
the Basic Documents. The Owner Trustee is further authorized from time to time
to take such action as the Administrator recommends with respect to the Basic
Documents.

     SECTION 6.02. GENERAL DUTIES. Subject to the provisions and limitations of
Sections 2.03 and 2.06, it shall be the duty of the Owner Trustee to discharge
(or cause to be discharged) all of its responsibilities pursuant to the terms of
this Agreement and the other Basic Documents to which the Issuer is a party and
to administer the Issuer in the interest of the Owners, subject to the Basic
Documents and in accordance with the provisions of this Agreement.
Notwithstanding the foregoing, the Owner Trustee shall be deemed to have
discharged its duties and responsibilities hereunder and under the other Basic
Documents to the extent the Administrator has agreed in the Administration
Agreement to perform any act or to discharge any duty of the Owner Trustee
hereunder or under any Basic Document, and the Owner Trustee shall not be held
liable for the default or failure of the Administrator to carry out its
obligations under the Administration Agreement.

     SECTION 6.03. ACTION UPON INSTRUCTION.

     (a) Subject to Article Four, in accordance with the terms of the Basic
Documents, the Owners may by written instruction direct the Owner Trustee in the
management of the Issuer. Such direction may be exercised at any time by written
instruction of the Owners pursuant to Article Four.

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

     (c) Whenever the Owner Trustee is unable to decide between alternative
courses of action permitted or required by the terms of this Agreement or under
any other Basic Document, the Owner Trustee shall promptly give notice (in such
form as shall be appropriate under the circumstances) to the Owners requesting
instruction as to the course of action to be adopted, and to the extent the
Owner Trustee acts in good faith in accordance with any written instruction of
the Owners received, the Owner Trustee shall not be liable on account of such
action to any Person. If the Owner Trustee shall not have received appropriate
instruction within ten days of

                                       19
<PAGE>

such notice (or within such shorter period of time as reasonably may be
specified in such notice or may be necessary under the circumstances) it may,
but shall be under no duty to, take or refrain from taking such action not
inconsistent with this Agreement and the other Basic Documents, as it shall deem
to be in the best interests of the Owners, and shall have no liability to any
Person for such action or inaction.

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

     SECTION 6.04. NO DUTIES EXCEPT AS SPECIFIED IN THIS AGREEMENT OR IN
INSTRUCTIONS. The Owner Trustee shall not have any duty or obligation to manage,
make any payment with respect to, register, record, sell, dispose of, or
otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from
taking any action under, or in connection with, any document contemplated hereby
to which the Owner Trustee is a party, except as expressly provided by the terms
of this Agreement or in any document or written instruction received by the
Owner Trustee pursuant to Section 6.03; and no implied duties or obligations
shall be read into this Agreement or any other Basic Document against the Owner
Trustee. The Owner Trustee shall have no responsibility for filing any financing
or continuation statement in any public office at any time or to otherwise
perfect or maintain the perfection of any security interest or lien granted to
it hereunder or to prepare or file any Commission filing for the Issuer or to
record this Agreement or any other Basic Document. The Owner Trustee
nevertheless agrees that it will, at its own cost and expense, promptly take all
action as may be necessary to discharge any liens (other than the lien of the
Indenture) on any part of the Owner Trust Estate that result from actions by, or
claims against, the Owner Trustee that are not related to the ownership or the
administration of the Owner Trust Estate.

     SECTION 6.05. NO ACTION EXCEPT UNDER SPECIFIED DOCUMENTS OR INSTRUCTIONS.
The Owner Trustee shall not manage, control, use, sell, dispose of or otherwise
deal with any part of the Owner Trust Estate except in accordance with (i) the
powers granted to and the authority conferred upon the Owner Trustee pursuant to
this Agreement, (ii) the Basic Documents and (iii) any document or instruction
delivered to the Owner Trustee pursuant to Section 6.03.

                                       20
<PAGE>

     SECTION 6.06. RESTRICTIONS. The Owner Trustee shall not take any action (i)
that is inconsistent with the purposes of the Issuer set forth in Section 2.03
or (ii) that, to the actual knowledge of the Owner Trustee, would result in the
Issuer's becoming taxable as a corporation for federal or state income tax
purposes. The Owners shall not direct the Owner Trustee to take action that
would violate the provisions of this Section.

                                       21
<PAGE>

                                 Article Seven

                          CONCERNING THE OWNER TRUSTEE

     SECTION 7.01. ACCEPTANCE OF TRUSTS AND DUTIES. The Owner Trustee accepts
the trusts hereby created and agrees to perform its duties hereunder with
respect to such trusts, but only upon the terms of this Agreement. The Owner
Trustee also agrees to disburse all monies actually received by it constituting
part of the Owner Trust Estate upon the terms of this Agreement and the other
Basic Documents. The Owner Trustee shall not be answerable or accountable
hereunder or under any other Basic Document under any circumstances, except (i)
for its own willful misconduct, bad faith or negligence or (ii) in the case of
the inaccuracy of any representation or warranty contained in Section 7.03
expressly made by the Owner Trustee. In particular, but not by way of limitation
(and subject to the exceptions set forth in the preceding sentence):

          (a) the Owner Trustee shall not be liable for any error of judgment
     made in good faith by the Owner Trustee;

          (b) the Owner Trustee shall not be liable with respect to any action
     taken or omitted to be taken by it in accordance with the instructions of
     the Administrator or any Owner or Owners;

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

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

          (e) the Owner Trustee shall not be responsible for or in respect of
     the validity or sufficiency of this Agreement or for the due execution
     hereof by the Depositor or for the form, character, genuineness,
     sufficiency, value or validity of any of the Owner Trust Estate, or for or
     in respect of the validity or sufficiency of the Basic Documents, other
     than the certificate of authentication on the Trust Certificates, and the
     Owner Trustee shall in no event assume or incur any liability, duty or
     obligation to any Noteholder or to any Owner, other than as expressly
     provided for in the Basic Documents;

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

                                       22
<PAGE>

     Administration Agreement, the Indenture Trustee under the Indenture or the
     Servicer or the Transferor under the Sale and Servicing Agreement; and

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

          SECTION 7.02. FURNISHING OF DOCUMENTS.

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

     (b) Copies of this Trust Agreement (without exhibits) may be obtained by
holders of the Notes who so request in writing.

     SECTION 7.03. REPRESENTATIONS AND WARRANTIES. The Owner Trustee hereby
represents and warrants to the Depositor and the Owners, that:

          (a) it is a __________ corporation duly organized and validly existing
     in good standing under the laws of the State of Delaware; it has all
     requisite corporate power and authority to execute, deliver and perform its
     obligations under this Agreement;

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

          (c) neither the execution nor the delivery by it of this Agreement,
     nor the consummation by it of the transactions contemplated hereby, nor
     compliance by it with any of the terms or provisions hereof will contravene
     any federal or Delaware law, governmental rule or regulation governing the
     banking or trust powers of the Owner Trustee or any judgment or order
     binding on it, or constitute any default under its charter documents or
     bylaws or any indenture, mortgage, contract, agreement or instrument to
     which it is a party or by which any of its properties may be bound.

                                       23
<PAGE>

     SECTION 7.04. RELIANCE; ADVICE OF COUNSEL.

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

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

     SECTION 7.05. NOT ACTING IN INDIVIDUAL CAPACITY. Except as otherwise
provided in this Article, in accepting the trusts hereby created ____________
acts solely as Owner Trustee hereunder and not in its individual capacity, and
all Persons having any claim against the Owner Trustee by reason of the
transactions contemplated by this Agreement or any other Basic Document shall
look only to the Owner Trust Estate for payment or satisfaction thereof.

     SECTION 7.06. OWNER TRUSTEE NOT LIABLE FOR TRUST CERTIFICATES OR
RECEIVABLES. The recitals contained herein and in the Trust Certificates (other
than the signature of the Owner Trustee and the certificate of authentication on
the Trust Certificates) shall be taken as the statements of the Depositor, and
the Owner Trustee assumes no responsibility for the correctness thereof. The
Owner Trustee makes no representations as to the validity or sufficiency of this
Agreement, any other Basic Document or the Trust Certificates (other than the
signature of the Owner Trustee and the certificate of authentication on the
Trust Certificates and the representations and warranties in Section 7.03) or
the Notes, or of any Receivable or related documents. The Owner Trustee shall at
no time have any responsibility or liability for or with respect to the
legality, validity and enforceability of any Receivable, or the perfection and
priority of any security interest created by any Receivable in any Financed
Vehicle or the maintenance of any such perfection and priority, or for or with
respect to the sufficiency of the Owner Trust Estate or its ability to generate
the payments to be distributed to Certificateholders under this Agreement or the
Noteholders under the Indenture, including, without limitation, the existence,
condition and

                                       24
<PAGE>

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

     SECTION 7.07. OWNER TRUSTEE MAY OWN TRUST CERTIFICATES AND NOTES. The Owner
Trustee in its individual or any other capacity may become the owner or pledgee
of Trust Certificates or Notes and may deal with the Depositor, the
Administrator, the Indenture Trustee and the Servicer in banking transactions
with the same rights as it would have if it were not Owner Trustee.


                                       25
<PAGE>

                                 Article Eight

                          COMPENSATION OF OWNER TRUSTEE

     SECTION 8.01. OWNER TRUSTEE'S FEES AND EXPENSES. The Owner Trustee shall
receive as compensation for its services hereunder such fees as have been
separately agreed upon before the date hereof between the Depositor and the
Owner Trustee, and upon the formation of the Issuer, the Owner Trustee shall be
entitled to be reimbursed by the Issuer for its other reasonable expenses
hereunder, including the reasonable compensation, expenses and disbursements of
such agents, representatives, experts and counsel as the Owner Trustee may
employ in connection with the exercise and performance of its rights and its
duties hereunder.

     SECTION 8.02. INDEMNIFICATION. The Issuer shall be liable as primary
obligor for, and shall indemnify the Indemnified Parties from and against, any
and all Expenses which may at any time be imposed on, incurred by, or asserted
against the Owner Trustee or any other Indemnified Party in any way relating to
or arising out of this Agreement, the other Basic Documents, the Owner Trust
Estate, the administration of the Owner Trust Estate or the action or inaction
of the Owner Trustee or any other Indemnified Party hereunder, except only that
the Depositor shall not be liable for or required to indemnify an Indemnified
Party from and against Expenses arising or resulting from any of the matters
described in the third sentence of Section 7.01. The indemnities contained in
this Section shall survive the resignation or termination of the Owner Trustee
or the termination of this Agreement. In the event of any claim, action or
proceeding for which indemnity will be sought pursuant to this Section, the
Owner Trustee's choice of legal counsel shall be subject to the approval of the
Depositor, which approval shall not be unreasonably withheld.

     SECTION 8.03. PAYMENTS TO THE OWNER TRUSTEE. Any amounts paid to the Owner
Trustee pursuant to this Article shall be deemed not to be a part of the Owner
Trust Estate immediately after such payment.

                                       26
<PAGE>

                                  Article Nine

                         TERMINATION OF TRUST AGREEMENT

     SECTION 9.01. TERMINATION OF TRUST AGREEMENT.

     (a) This Agreement (other than Article Eight) and the Issuer shall
terminate and be of no further force or effect upon the earlier to occur of (i)
the purchase on any Distribution Date by the Transferor or the Servicer, or any
successor Servicer, at its option, pursuant to Section 8.01(a) of the Sale and
Servicing Agreement, of the Owner Trust Estate other than the Accounts and the
Certificate Distribution Account, (ii) the final distribution by the Owner
Trustee of all monies or other property or proceeds of the Owner Trust Estate in
accordance with the terms of the Indenture, the Sale and Servicing Agreement and
Article Five or (iii) the Distribution Date next succeeding the month which is
one year after the maturity or other liquidation of the last Receivable and the
disposition of any amount received upon liquidation of any property remaining in
the Owner Trust Estate. The bankruptcy, liquidation, dissolution, death or
incapacity of any Owner shall not (i) operate to terminate this Agreement or the
Issuer, (ii) entitle such Owner's legal representatives or heirs to claim an
accounting or to take any action or proceeding in any court for a partition or
winding up of all or any part of the Issuer or Owner Trust Estate or (iii)
otherwise affect the rights, obligations and liabilities of the parties hereto.

     (b) Except as provided in Section 9.01(a), neither of the Depositor nor any
Owner shall be entitled to revoke or terminate the Issuer.

     (c) The outstanding Trust Certificates are subject to redemption in whole,
but not in part, pursuant to Section 8.01 of the Sale and Servicing Agreement;
provided that the Issuer has available funds sufficient to pay the Certificate
Balance, together with accrued interest at the Certificate Rate to but excluding
the Distribution Date. Notice of any termination of the Issuer, specifying the
Distribution Date upon which Certificateholders shall surrender their Trust
Certificates to the Paying Agent for payment of the final distribution and
cancellation, shall be given by the Owner Trustee by letter to
Certificateholders mailed within five Business Days of receipt of notice of such
termination from the Servicer given pursuant to Section 8.01(b) of the Sale and
Servicing Agreement, stating (i) the Distribution Date upon or with respect to
which final payment of the Trust Certificates shall be made upon presentation
and surrender of the Trust Certificates at the office of the Paying Agent in The
City of New York therein designated, (ii) the amount of any such final payment
and (iii) that the Record Date otherwise applicable to such Distribution Date is
not applicable, payments being made only upon presentation and surrender of the
Trust Certificates at the office of the Paying Agent therein specified. The
Owner Trustee shall give such notice to the Certificate Registrar (if other than
the Owner Trustee) and the Paying Agent at the time such notice is given to
Certificateholders. Upon presentation and surrender of the Trust Certificates,
the Paying Agent shall cause to be distributed to Certificateholders amounts
distributable on such Distribution Date pursuant to Section 5.02. The Owner
Trustee shall promptly notify each Rating Agency upon the final payment of the
Trust Certificates.

                                       27
<PAGE>

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

     (e) Upon the winding up of the Issuer and its termination, the Owner
Trustee shall cause the Certificate of Trust to be cancelled by filing a
certificate of cancellation with the Secretary of State in accordance with
Section 3810 of the Business Trust Statute.

     SECTION 9.02. DISSOLUTION UPON BANKRUPTCY OF DEPOSITOR. In the event that
an Insolvency Event shall occur with respect to the Depositor, this Agreement
shall be terminated in accordance with Section 9.01 90 days after the date of
such Insolvency Event, unless, before the end of such 90-day period, the Owner
Trustee shall have received written instructions from (a) Holders of
Certificates (other than the Depositor) representing more than 50% of the
Certificate Balance (not including the Certificate Balance of the Trust
Certificates held by the Depositor), (b) the (i) Holders (as defined in the
Indenture) of Class A-1 Notes representing more than 50% of the Outstanding
Amount of the Class A-1 Notes, (ii) Holders (as defined in the Indenture) of
Class A-2 Notes representing more than 50% of the Outstanding Amount of the
Class A-2 Notes, and (iii) Holders (as defined in the Indenture) of Class A-3
Notes representing more than 50% of the Outstanding Amount of the Class A-3
Notes, to the effect that each such party disapproves of the liquidation of the
Receivables and termination of the Trust. Promptly after the occurrence of any
Insolvency Event with respect to the Depositor, (A) the Depositor shall give the
Indenture Trustee and the Owner Trustee written notice of such Insolvency Event,
(B) the Owner Trustee shall, upon the receipt of such written notice from the
Depositor, give prompt written notice to the Certificateholders, and the
Indenture Trustee, of the occurrence of such event and (C) the Indenture Trustee
shall, upon receipt of written notice of such Insolvency Event from the Owner
Trustee or the Depositor, give prompt written notice to the Noteholders of the
occurrence of such event; PROVIDED, HOWEVER, that any failure to give a notice
required by this sentence shall not prevent or delay, in any manner, a
termination of the Trust pursuant to the first sentence of this Section 9.02.
Upon a termination pursuant to this Section, the Owner Trustee shall direct the
Indenture Trustee promptly to sell the assets of the Trust (other than the Trust
Accounts and the Certificate Distribution Account) in a commercially reasonable
manner and on commercially reasonable terms. The proceeds of such a sale of the
assets of the Trust shall be treated as collections under the Sale and Servicing
Agreement.

                                       28
<PAGE>

                                  Article Ten

                     SUCCESSOR AND ADDITIONAL OWNER TRUSTEES

     SECTION 10.01. ELIGIBILITY REQUIREMENTS FOR OWNER TRUSTEE. The Owner
Trustee shall at all times (i) be a corporation satisfying the provisions of
Section 3807(a) of the Business Trust Statute, (ii) be authorized to exercise
corporate trust powers, (iii) have a combined capital and surplus of at least
$50,000,000, (iv) be subject to supervision or examination by federal or state
authorities and (v) have the Required Rating. If such corporation shall publish
reports of condition at least annually pursuant to law or to the requirements of
the aforesaid supervising or examining authority, then for the purpose of this
Section, the combined capital and surplus of such corporation shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time the Owner Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Owner Trustee
shall resign immediately in the manner and with the effect specified in Section
10.02.

     SECTION 10.02. RESIGNATION OR REMOVAL OF OWNER TRUSTEE. The Owner Trustee
may at any time resign and be discharged from the trusts hereby created by
giving written notice thereof to the Administrator. Upon receiving such notice
of resignation, the Administrator shall promptly appoint a successor Owner
Trustee by written instrument, in duplicate, one copy of which instrument shall
be delivered to the resigning Owner Trustee and one copy to the successor Owner
Trustee. If no successor Owner Trustee shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Owner Trustee may petition any court of competent
jurisdiction for the appointment of a successor Owner Trustee.

     If at any time the Owner Trustee shall cease to be eligible in accordance
with Section 10.01 and shall fail to resign after written request therefor by
the Administrator, or if at any time the Owner Trustee shall be legally unable
to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner
Trustee or of its property shall be appointed, or any public officer shall take
charge or control of the Owner Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation, then the Administrator
may remove the Owner Trustee. If the Administrator shall remove the Owner
Trustee under the authority of the immediately preceding sentence, the
Administrator shall promptly appoint a successor Owner Trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
outgoing Owner Trustee so removed and one copy to the successor Owner Trustee,
and shall pay all fees and expenses owed to the outgoing Owner Trustee.

     Any resignation or removal of the Owner Trustee and appointment of a
successor Owner Trustee pursuant to any of the provisions of this Section shall
not become effective until acceptance of appointment by the successor Owner
Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to
the outgoing Owner Trustee. The Administrator shall provide notice of such
resignation or removal of the Owner Trustee to each Rating Agency.

                                       29
<PAGE>

     SECTION 10.03. SUCCESSOR OWNER TRUSTEE. Any successor Owner Trustee
appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to
the Administrator and to its predecessor Owner Trustee an instrument accepting
such appointment under this Agreement, and thereupon the resignation or removal
of the predecessor Owner Trustee shall become effective, and such successor
Owner Trustee, without any further act, deed or conveyance, shall become fully
vested with all the rights, powers, duties and obligations of its predecessor
under this Agreement, with like effect as if originally named as Owner Trustee.
The predecessor Owner Trustee shall upon payment of its fees and expenses
deliver to the successor Owner Trustee all documents and statements and monies
held by it under this Agreement and the Administrator and the predecessor Owner
Trustee shall execute and deliver such instruments and do such other things as
may reasonably be required for fully and certainly vesting and confirming in the
successor Owner Trustee all such rights, powers, duties and obligations.

     No successor Owner Trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor Owner Trustee shall
be eligible pursuant to Section 10.01.

     Upon acceptance of appointment by a successor Owner Trustee pursuant to
this Section, the Administrator shall mail notice thereof to all
Certificateholders, the Indenture Trustee, the Noteholders and each Rating
Agency. If the Administrator shall fail to mail such notice within ten days
after acceptance of such appointment by the successor Owner Trustee, the
successor Owner Trustee shall cause such notice to be mailed at the expense of
the Administrator.

     SECTION 10.04. MERGER OR CONSOLIDATION OF OWNER TRUSTEE. Any Person into
which the Owner Trustee may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Owner Trustee shall be a party, or any Person
succeeding to all or substantially all of the corporate trust business of the
Owner Trustee, shall be the successor of the Owner Trustee hereunder, 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;
provided, that such corporation shall be eligible pursuant to Section 10.01 and,
provided, further, that the Owner Trustee shall mail notice of such merger or
consolidation to each Rating Agency.

     SECTION 10.05. APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Owner Trust Estate or any Financed Vehicle may at the time be located,
the Administrator and the Owner Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons
approved by the Administrator and Owner Trustee to act as co-trustee, jointly
with the Owner Trustee, or as separate trustee or separate trustees, of all or
any part of the Owner Trust Estate, and to vest in such Person, in such
capacity, 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 Administrator and the Owner Trustee may consider necessary or desirable.
If the Administrator shall not have joined in such appointment within 15 days
after the receipt by it of a request so to do, the Owner Trustee alone shall
have the power to make such appointment. No co-trustee or separate trustee


                                       30
<PAGE>

under this Agreement shall be required to meet the terms of eligibility as a
successor Owner Trustee pursuant to Section 10.01, except that such co-trustee
or successor trustee shall have the Required Rating, and no notice of the
appointment of any co-trustee or separate trustee shall be required pursuant to
Section 10.03.

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

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

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

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

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

                                       31
<PAGE>

                                 Article Eleven

                                  MISCELLANEOUS

          SECTION 11.01. SUPPLEMENTS AND AMENDMENTS.

     (a) This Agreement may be amended by the parties hereto with prior written
notice to each Rating Agency, without the consent of any Securityholders, to
cure any ambiguity, to correct or supplement any provisions in this Agreement or
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions in this Agreement or of modifying in any
manner the rights of the Noteholders or the Certificateholders; provided,
however, that such action shall not, as evidenced by an Opinion of Counsel,
adversely affect in any material respect the interests of any Noteholder or
Certificateholder.

     (b) This Agreement may also be amended from time to time by the parties
hereto, with prior written notice to each Rating Agency, with the consent of the
Holders of Trust Certificates evidencing not less than a majority of the
Percentage Interests evidenced by the Trust Certificates and, if such amendment
materially and adversely affects the interests of the Noteholders, with the
consent of Holders (as such term is defined in the Indenture) of Notes
evidencing not less than a majority of the Outstanding Amount of the Notes, for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Agreement or of modifying in any manner the rights
of the Noteholders or the Certificateholders; provided, however, that no such
amendment shall (i) increase or reduce in any manner the amount of, or
accelerate or delay the timing of, collections of payments on Receivables or
distributions that shall be required to be made for the benefit of the
Noteholders or the Certificateholders, (ii) increase or reduce any Interest Rate
or Certificate Rate or (iii) reduce the aforesaid percentage of the Outstanding
Amount of the Notes or of the Percentage Interests evidenced by the Trust
Certificates required to consent to any such amendment, without the consent of
the Holders of all the outstanding Notes and Trust Certificates.

     (c) Prior to the execution of any such amendment or consent, the Owner
Trustee shall furnish written notification of the substance of such amendment or
consent to the Indenture Trustee, the Administrator and each Rating Agency.

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

                                       32
<PAGE>

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

     (f) In connection with the execution of any amendment to this Agreement or
any other Basic Document to which the Issuer is a party and for which amendment
the Owner Trustee's consent is sought, the Owner Trustee shall be entitled to
receive and rely upon an Opinion of Counsel to the effect that the execution of
such amendment is authorized or permitted by this Agreement or such other Basic
Document, as the case may be, and that all conditions precedent in this
Agreement or such other Basic Document, as the case may be, for the execution
and delivery thereof by the Issuer or the Owner Trustee, as the case may be,
have been satisfied. The Owner Trustee may, but shall not be obligated to, enter
into any such amendment that affects the Owner Trustee's own rights, duties or
immunities under this Agreement or otherwise.

     SECTION 11.02. NO LEGAL TITLE TO OWNER TRUST ESTATE IN OWNERS. The Owners
shall not have legal title to any part of the Owner Trust Estate. The Owners
shall be entitled to receive distributions with respect to their undivided
ownership interest therein only in accordance with Articles Five and Nine. No
transfer, by operation of law or otherwise, of any right, title or interest of
the Owners to and in their ownership interest in the Owner Trust Estate shall
operate to terminate this Agreement or the trusts hereunder or entitle any
transferee to an accounting or to the transfer to it of legal title to any part
of the Owner Trust Estate.

     SECTION 11.03. LIMITATIONS ON RIGHTS OF OTHERS. The provisions of this
Agreement are solely for the benefit of the Owner Trustee, the Indemnified
Parties, the Depositor, the Owners, the Administrator and, to the extent
expressly provided herein, the Indenture Trustee and the Noteholders, and
nothing in this Agreement, whether express or implied, shall be construed to
give to any other Person any legal or equitable right, remedy or claim in the
Owner Trust Estate or under or in respect of this Agreement or any covenants,
conditions or provisions contained herein.

     SECTION 11.04. NOTICES.

     (a) Unless otherwise expressly specified or permitted by the terms hereof,
all demands, notices and communications under this Agreement shall be in
writing, personally delivered, mailed by certified mail, return receipt
requested, or sent via facsimile transmission (followed by hard copy by
overnight delivery) and shall be deemed to have been duly given upon receipt (i)
in the case of the Owner Trustee, at the Corporate Trust Office, (ii) in the
case of the Depositor, to Pooled Auto Securities Shelf LLC, One First Union
Center, TW-9, Charlotte, North Carolina 28288, Attention: __________ or (iii) as
to either party, at such other address as shall be designated by such party in a
written notice to the other party.

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

                                       33
<PAGE>

     SECTION 11.05. SEVERABILITY. If any one or more of the covenants,
agreements, provisions or terms of this Agreement shall be for any reason
whatsoever held invalid, then such covenants, agreements, provisions or terms
shall be deemed severable from the remaining covenants, agreements, provisions
or terms of this Agreement and shall in no way affect the validity or
enforceability of the other covenants, agreements, provisions or terms of this
Agreement or of the Trust Certificates or the rights of the Holders thereof.

     SECTION 11.06. SEPARATE COUNTERPARTS. This Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.

     SECTION 11.07. SUCCESSORS AND ASSIGNS. All covenants and agreements
contained herein shall be binding upon, and inure to the benefit of, each of the
Depositor and its permitted assigns, the Owner Trustee and its successors and
each Owner and its successors and permitted assigns, all as herein provided. Any
request, notice, direction, consent, waiver or other instrument or action by an
Owner shall bind the successors and assigns of such Owner.

     SECTION 11.08. NO PETITION. The Owner Trustee, by entering into this
Agreement, each Certificateholder, by accepting a Trust Certificate, and the
Indenture Trustee and each Noteholder, by accepting the benefits of this
Agreement, hereby covenant and agree that they will not at any time institute
against the Depositor or the Issuer, or join in any institution against the
Depositor or the Issuer of, any bankruptcy proceedings under any United States
federal or state bankruptcy or similar law in connection with any obligations
relating to the Trust Certificates, the Notes, this Agreement or any other Basic
Document.

     SECTION 11.09. NO RECOURSE. Each Certificateholder by accepting a Trust
Certificate acknowledges that such Certificateholder's Trust Certificates
represent beneficial interests in the Issuer only and do not represent interests
in or obligations of the Depositor, the Transferor, the Servicer, the
Administrator, the Owner Trustee, the Indenture Trustee or any of their
respective Affiliates and no recourse may be had against such parties or their
assets, except as may be expressly set forth or contemplated in the Trust
Certificates, this Agreement or any other Basic Document.

     SECTION 11.10. HEADINGS. The headings of the various Articles and Sections
herein are for convenience of reference only and shall not define or limit any
of the terms or provisions hereof.

     SECTION 11.11. GOVERNING LAW. This Agreement shall be construed in
accordance with the laws of the State of Delaware, without reference to its
conflict of law provisions, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.

     SECTION 11.12. TRUST CERTIFICATES NONASSESSABLE AND FULLY PAID.
Certificateholders shall not be personally liable for obligations of the Issuer.
The interests represented by the Trust Certificates shall be nonassessable for
any losses or expenses of the Issuer or for any reason whatsoever, and, upon the
authentication thereof by the Owner Trustee pursuant to Section 3.03, 3.04 or
3.05, the Trust Certificates are and shall be deemed fully paid.

                                       34
<PAGE>

     SECTION 11.13. DEPOSITOR PAYMENT OBLIGATION. The Depositor shall be
responsible for payment of the Administrator's compensation under the
Administration Agreement and shall reimburse the Administrator for all expenses
and liabilities of the Administrator incurred thereunder. In addition, the
Depositor shall be responsible for the payment of all fees and expenses of the
Issuer and the Trustees paid by any of them in connection with any of their
obligations under the Basic Documents to obtain or maintain any required license
under the Pennsylvania Motor Vehicle Sales Finance Act.

     SECTION 11.14. TRUST CERTIFICATE TRANSFER RESTRICTIONS. The Trust
Certificates may not be acquired by or for the account of (i) an employee
benefit plan (as defined in Section 3(3) of ERISA) that is subject to the
provisions of Title 1 of ERISA, (ii) a plan described in Section 4975(e)(1) of
the Code or (iii) any entity whose underlying assets include plan assets by
reason of a plan's investment in the entity (each, a "Benefit Plan"). By
accepting and holding a Trust Certificate, the Holder thereof shall be deemed to
have represented and warranted that it is not a Benefit Plan.

                                       35
<PAGE>

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


                                    POOLED AUTO SECURITIES SHELF LLC,
                                    as Depositor


                                    By:  _______________________________________
                                         Name:
                                         Title:


                                    ___________________________________________,
                                     not in its individual capacity but
                                     solely as Owner Trustee


                                    By:  _______________________________________
                                         Name:
                                         Title:


                                       36
<PAGE>

                                                                       EXHIBIT A

                            FORM OF TRUST CERTIFICATE

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

                      [THIS CERTIFICATE IS NON-TRANSFERABLE
                     EXCEPT UNDER THE LIMITED CIRCUMSTANCES
               DESCRIBED IN SECTION 3.10 OF THE TRUST AGREEMENT.]

NUMBER R-1                                                         $__________
                                                          CUSIP NO. __________

                            __________ TRUST 200_-__

                         _____% ASSET BACKED CERTIFICATE

evidencing a fractional undivided interest in the Issuer, as defined below, the
property of which includes a pool of retail installment sale or conditional sale
contracts secured by new and used motor vehicles.

     (This Trust Certificate does not represent an interest in or obligation of
the Depositor or any of their respective affiliates.)

     THIS CERTIFIES THAT _________________ is the registered owner of __________
DOLLARS nonassessable, fully-paid, fractional undivided interest in the Trust
200_-__ (the "Issuer"), formed by Pooled Auto Securities Shelf LLC, a Delaware
limited liability company (the "Depositor").

     The Issuer was created pursuant to a Trust Agreement dated as of
__________, 200_, (as amended or supplemented from time to time, the "Trust
Agreement"), between the Depositor and ____________, as owner trustee (the
"Owner Trustee"), a summary of certain of the pertinent provisions of which is
set forth below. Capitalized terms used herein that are not otherwise defined
shall have the meanings ascribed thereto in the Trust Agreement.

     This Trust Certificate is one of the duly authorized certificates
designated as "Asset Backed Certificates" (the "Trust Certificates"). Issued
under an Indenture dated as of ________, 200_ (the "Indenture"), between the
Issuer and ___________, as indenture trustee, are three classes of Notes
designated as "Class A-1 ____% Asset Backed Notes," "Class A-2 _____%


                                      A-1
<PAGE>

Asset Backed Notes," and "Class A-3 _____% Asset Backed Notes" (collectively,
the "Notes"). This Trust Certificate is issued under and is subject to the
terms, provisions and conditions of the Trust Agreement, to which Trust
Agreement the Holder of this Trust Certificate, by virtue of its acceptance
hereof, assents and by which such Holder is bound. The property of the Issuer
includes, among other things, a pool of retail installment sale or conditional
sale contracts for new and used motor vehicles (collectively, the
"Receivables"), all monies received on or in respect of the Receivables on or
after _________, 200_, security interests in the vehicles financed thereby,
certain bank accounts and the proceeds thereof, proceeds from claims on certain
insurance policies and certain other rights under the Trust Agreement and the
Sale and Servicing Agreement and all proceeds of the foregoing.

     It is the intent of the Depositor, the Servicer and the Certificateholders
that, for purposes of federal income, state and local income tax and any other
income taxes, the Issuer will be treated as a security arrangement for the
issuance of debt by the sole Certificateholder. The purchaser hereof, by
acceptance of the Trust Certificates, agrees to treat, and to take no action
inconsistent with the above treatment for so long as it is the sole Owner.

     Solely in the event the Trust Certificates are held by more than a single
Owner, it is the intent of the Depositor, the Servicer and the
Certificateholders that, for purposes of federal income, state and local income
and single business tax and any other income taxes, the Issuer will be treated
as a partnership and the Certificateholders will be treated as partners in the
partnership. The purchaser hereof and the other Certificateholders, by
acceptance of a Trust Certificate, agree to treat, and to take no action
inconsistent with the treatment of, the Trust Certificates for such tax purposes
as partnership interests in the Issuer.

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

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

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

                                      A-2
<PAGE>

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

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

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

                                    ______________ TRUST 200_-__

Dated:                              By:  ___________________________________,
                                         not in its individual capacity but
                                         solely as Owner Trustee

                                    By:  _______________________________________
                                                 Authorized Signatory


                OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

__________________, not in its      OR  ______________________, as Owner Trustee
individual capacity but solely as
Owner Trustee

                                        By: _______________________________, as
                                            Authenticating Agent

By:________________________________
        Authorized Signatory


                                        By: ____________________________________
                                                  Authorized Signatory


                                      A-3
<PAGE>

                        [REVERSE OF TRUST CERTIFICATE]

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

     The Trust Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor and the rights of the Certificateholders under the Trust Agreement at
any time by the parties thereto with the consent of the Holders of the Trust
Certificates and the Notes, each voting as a class, evidencing not less than a
majority of the Percentage Interests evidenced by the outstanding Trust
Certificates or a majority of the outstanding principal balance of the Notes of
each such class. Any such consent by the Holder of this Trust Certificate shall
be conclusive and binding on such Holder and on all future Holders of this Trust
Certificate and of any Trust Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent is
made upon this Trust Certificate. The Trust Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the Holders of
any of the Trust Certificates.

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

     Except as provided in the Trust Agreement, the Trust Certificates are
issuable only as registered Trust Certificates. As provided in the Trust
Agreement and subject to certain limitations therein set forth, Trust
Certificates are exchangeable for new Trust Certificates evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Owner Trustee or the Certificate Registrar may require payment
of a sum sufficient to cover any tax or governmental charge payable in
connection therewith.


                                      A-4
<PAGE>

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

     The obligations and responsibilities created by the Trust Agreement and the
Issuer created thereby shall terminate upon the payment to Certificateholders of
all amounts required to be paid to them pursuant to the Trust Agreement and the
Sale and Servicing Agreement and the disposition of all property held as part of
the Owner Trust Estate. The Servicer of the Receivables may at its option
purchase the Owner Trust Estate at a price specified in the Sale and Servicing
Agreement, and such purchase of the Receivables and other property of the Issuer
will effect early retirement of the Trust Certificates; provided, however, such
right of purchase is exercisable only as of the last day of any Collection
Period as of which the Pool Balance is less than or equal to 10% of the Original
Pool Balance.

     The Trust Certificates may not be acquired by a Benefit Plan. By accepting
and holding this Trust Certificate, the Holder hereof shall be deemed to have
represented and warranted that it is not a Benefit Plan.


                                      A-5
<PAGE>

                                   ASSIGNMENT


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

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE




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


the within Trust Certificate, and all rights thereunder, and hereby irrevocably
constitutes and appoints _________________________, attorney, to transfer said
Trust Certificate on the books of the Certificate Registrar, with full power of
substitution in the premises.

Dated:


                                                _______________________________*
                                                      Signature Guaranteed:


                                                    _________________________*


_____________________

*  NOTICE:  The signature to this assignment must correspond with the name of
   the registered owner as it appears on the face of the within Trust
   Certificate in every particular, without alteration, enlargement or any
   change whatever.  Such signature must be guaranteed by an "eligible"
   guarantor institution" meeting the requirements of the Certificate Registrar,
   which requirements include membership or participation in STAMP or such
   other "signature guarantee program" as may be determined by the Certificate
   Registrar in addition to, or in substitution for, STAMP, all in accordance
   with the Securities Exchange Act of 1934, as amended.


                                      A-6

<PAGE>

                                                                       EXHIBIT B

        FORM OF CERTIFICATE OF TRUST OF [______________] TRUST 200_-__


     THIS Certificate of Trust of [______________] Trust 200_-__ (the "Trust"),
dated __________, 200_, is being duly executed and filed by
_______________________, a Delaware banking corporation, as trustee, to form a
business trust under the Delaware Business Trust Act (12 Del. Code, ss. 3801 et
seq.).

     1. NAME. The name of the business trust formed hereby is [__________] TRUST
200_-__.

     2. DELAWARE TRUSTEE. The name and business address of the trustee of the
Trust in the State of Delaware is ____________________________________,
Attention: _______________________.

     3. EFFECTIVE DATE. This Certificate of Trust shall be effective upon its
filing with the Secretary of State of the State of Delaware.

     IN WITNESS WHEREOF, the undersigned, being the sole trustee of the Trust,
has executed this Certificate of Trust as of the date first above written.


                                       [_________________________________],
                                       not in its individual capacity but
                                       solely as owner trustee under the
                                       Trust Agreement dated as of
                                       __________ __, 200_


                                       By:______________________________________
                                          Name:
                                          Title:


                                      B-1
<PAGE>












                                      B-2
<PAGE>


                                                                       EXHIBIT C

                   FORM OF CERTIFICATE DEPOSITORY AGREEMENT

                          Letter of Representations
                   [To be Completed by Issuer and Trustee]



                          _____________________________
                                [Name of Issuer]

                          _____________________________
                                [Name of Trustee]

                                                                    ____________
                                                                        [Date]




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


      Re:   _______________________________________________
                        [Issue Description]


Ladies and Gentlemen:

     This letter sets forth our understanding with respect to certain matters
relating to the above-referenced issue (the "Securities"). Trustee will act as
trustee with respect to the Securities pursuant to a trust indenture dated
__________, 200_ (the "Document").

______________________________________ (the "Underwriter") is distributing the
Securities through The Depository Trust Company ("DTC").

                                      C-1
<PAGE>

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

     1. Prior to closing on the Securities on __________, 200_, there shall be
deposited with DTC one Security certificate registered in the name of DTC's
nominee, Cede & Co., for each stated maturity of the Securities in the face
amounts set forth on Schedule A hereto, the total of which represents 100% of
the principal amount of such Securities. If, however, the aggregate principal
amount of any maturity exceeds $400 million, one certificate will be issued with
respect to each $400 million of principal amount and an additional certificate
will be issued with respect to any remaining principal amount. Each Security
certificate shall bear the following legend:

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

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

     3. In the event of a full or partial redemption, Issuer or Trustee shall
send a notice to DTC specifying: (a) the amount of the redemption or refunding;
(b) in the case of a refunding, the maturity date(s) established under the
refunding; and (c) the date such notice is to be mailed to Security holders or
published (the "Publication Date"). Such notice shall be sent to DTC by a secure
means (e.g., legible telecopy, registered or certified mail, overnight delivery)
in a timely manner designed to assure that such notice is in DTC's possession no
later than the close of business on the business day before or, if possible, two
business days before the Publication Date. Issuer or Trustee shall forward such
notice either in a separate secure transmission for each CUSIP number or in a
secure transmission for multiple CUSIP numbers (if applicable) which includes a
manifest or list of each CUSIP number submitted in that transmission. (The party
sending such notice shall have a method to verify subsequently the use of such
means and the timeliness of such notice.) The Publication Date shall be not less
than 30 days nor more than 60 days prior to the redemption date or, in the case
of an advance refunding, the date that the

                                      C-2
<PAGE>

proceeds are deposited in escrow. Notices to DTC pursuant to this Paragraph by
telecopy shall be sent to DTC's Call Notification Department at (516) 227-4039
or (516) 227-4190. If the party sending the notice does not receive a telecopy
receipt from DTC confirming that the notice has been received, such party shall
telephone (516) 227-4070. Notices to DTC pursuant to this Paragraph by mail or
by any other means shall be sent to:

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

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

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

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

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

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


                                      C-3
<PAGE>

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

     8. Trustee must provide DTC, no later than noon (Eastern Time) on the
payment date, CUSIP numbers for each issue for which payment is being sent, as
well as the dollar amount of the payment for each issue. Notification of payment
details should be sent using automated communications.

     9. Interest payments and principal payments that are part of periodic
principal-and-interest payments shall be received by Cede & Co., as nominee of
DTC, or its registered assigns in same-day funds, no later than 2:30 p.m.
(Eastern Time) on each payment date (in accordance with existing arrangements
between Issuer or Trustee and DTC). Absent any other arrangements between Issuer
or Trustee and DTC, such funds shall be wired as follows:

                  The Chase Manhattan Bank
                  ABA 021000021
                  For credit to A/C The Depository Trust Company

                  Dividend Deposit Account 066-026776

Issuer or Trustee shall provide interest payment information to a standard
announcement service subscribed to by DTC. In the unlikely event that no such
service exists, Issuer or Trustee shall provide interest payment information
directly to DTC in advance of the interest payment date as soon as the
information is available. This information should be conveyed directly to DTC
electronically. If electronic transmission is not available, absent any other
arrangements between Trustee and DTC, such information should be sent by
telecopy to DTC's Dividend Department at (212) 709-1723 or (212) 709-1686, and
receipt of such notices shall be confirmed by telephoning (212) 709-1270.
Notices to DTC pursuant to the above by mail or by any other means shall be sent
to:

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

     10. DTC shall receive maturity and redemption payments allocated with
respect to each CUSIP number on the payable date in same-day funds by 2:30 p.m.
(Eastern Time). Absent any other arrangements between Trustee and DTC, such
payments shall be wired as follows:

                  The Chase Manhattan Bank
                  ABA 021000021
                  For credit to A/C The Depository Trust Company

                  Redemption Account 066-027306


                                      C-4
<PAGE>

in accordance with existing SDFS payment procedures in the manner set forth in
DTC's SDFS PAYING AGENT OPERATING PROCEDURES, a copy of which has previously
been furnished to Trustee.

     11. DTC shall receive all reorganization payments and CUSIP-level detail
resulting from corporate actions (such as tender offers, remarketings, or
mergers) on the first payable date in same-day funds by 2:30 p.m. (Eastern
Time). Absent any other arrangements between Trustee and DTC, such payments
shall be wired as follows:

                  The Chase Manhattan Bank
                  ABA 021000021
                  For credit to A/C The Depository Trust Company

                  Reorganization Account 066-027608

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

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

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

     15. DTC may discontinue providing its services as securities depository
with respect to the Securities at any time by giving reasonable notice to Issuer
or Trustee (at which time DTC will confirm with Issuer or Trustee the aggregate
principal amount of Securities outstanding). Under such circumstances, at DTC's
request Issuer and Trustee shall cooperate fully with DTC by taking appropriate
action to make available one or more separate certificates evidencing Securities
to any DTC Participant having Securities credited to its DTC accounts.

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


                                      C-5
<PAGE>

     17. Nothing herein shall be deemed to require Trustee to advance funds on
behalf of Issuer.

NOTES:                                   Very truly yours,

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

B. Schedule B contains statements        (Trustee)
that DTC believes accurately
describe DTC, the method of
effecting book-entry transfers of        By: ___________________________________
securities distributed through DTC,      (Authorized Officer's Signature)
and certain related matters.



Received and Accepted:
THE DEPOSITORY TRUST COMPANY


By: ________________________________



cc:  Underwriter
     Underwriter's Counsel




                                      C-6
<PAGE>

SCHEDULE A

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

                    --------------------------------------
                                (Describe Issue)


       CUSIP            Principal Amount      Maturity Date     Interest Rate
------------------      ----------------      -------------     -------------






                                      C-7
<PAGE>

SCHEDULE B

                       SAMPLE OFFICIAL STATEMENT LANGUAGE
                       DESCRIBING BOOK-ENTRY-ONLY ISSUANCE
(PREPARED BY DTC--BRACKETED MATERIAL MAY BE APPLICABLE ONLY TO CERTAIN ISSUES)


     1. The Depository Trust Company ("DTC"), New York, NY, will act as
securities depository for the securities (the "Securities"). The Securities will
be issued as fully-registered securities registered pin the name of Cede & Co.
(DTC's partnership nominee). One fully-registered Security certificate will be
issued for [each issue of the Securities, [each] in the aggregate principal
amount of such issue, and will be deposited with DTC. [If, however, the
aggregate principal amount of [any] issue exceeds $400 million, one certificate
will be issued with respect to each $400 million of principal amount and an
additional certificate will be issued with respect to any remaining principal
amount of such issue.]

     2. DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants ("Participants") deposit
with DTC. DTC also facilitates the settlement among Participants of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in Participants' accounts, thereby
eliminating the need for physical movement of securities certificates. Direct
Participants include securities brokers and dealers, banks, trust companies,
clearing corporations, and certain other organizations. DTC is owned by a number
of its Direct Participants and by the New York Stock Exchange, Inc., the
American Stock Exchange, Inc., and the National Association of Securities
Dealers, Inc. Access to the DTC system is also available to others such as
securities brokers and dealers, banks, and trust companies that clear through or
maintain a custodial relationship with a Direct Participant, either directly or
indirectly ("Indirect Participants"). The Rules applicable to DTC and its
Participants are on file with the Securities and Exchange Commission.

     3. Purchases of Securities under the DTC system must be made by or through
Direct Participants, which will receive a credit for the Securities on DTC's
records. The ownership interest of each actual purchaser of each Security
("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation
from DTC of their purchase, but Beneficial Owners are expected to receive
written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through
which the Beneficial Owner entered into the transaction. Transfers of ownership
interests in the Securities are to be accomplished by entries made on the books
of Participants acting on behalf of Beneficial Owners. Beneficial Owners will
not receive certificates representing their ownership interests in Securities,
except in the event that use of the book-entry system for the Securities is
discontinued.

                                      C-8
<PAGE>

     4. To facilitate subsequent transfers, all Securities deposited by
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of Securities with DTC and their registration in the name
of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of
the actual Beneficial Owners of the Securities; DTC's records reflect only the
identity of the Direct Participants to whose accounts such Securities are
credited, which may or may not be the Beneficial Owners. The Participants will
remain responsible for keeping account of their holdings on behalf of their
customers.

     5. Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.

     6. [Redemption notices shall be sent to Cede & Co. If less than all of the
Securities within an issue are being redeemed, DTC's practice is to determine by
lot the amount of the interest of each Direct Participant in such issue to be
redeemed.]

     7. Neither DTC nor Cede & Co. will consent or vote with respect to
Securities. Under its usual procedures, DTC mails an Omnibus Proxy to the Issuer
as soon as possible after the record date. The Omnibus Proxy assigns Cede &
Co.'s consenting or voting rights to those Direct Participants to whose accounts
the Securities are credited on the record date (identified in a listing attached
to the Omnibus Proxy).

     8. Principal and interest payments on the Securities will be made to DTC.
DTC's practice is to credit Direct Participants' accounts on payable date in
accordance with their respective holdings shown on DTC's records unless DTC has
reason to believe that it will not receive payment on payable date. Payments by
Participants to Beneficial Owners will be governed by standing instructions and
customary practices, as is the case with securities held for the accounts of
customers in bearer form or registered in "street name," and will be the
responsibility of such Participant and not of DTC, Trustee, or Issuer, subject
to any statutory or regulatory requirements as may be in effect from time to
time. Payment of principal and interest to DTC is the responsibility of the
Issuer or Trustee, disbursement of such payments to Direct Participants shall be
the responsibility of DTC, and disbursement of such payments to the Beneficial
Owners shall be the responsibility of Direct and Indirect Participants.

     9. [A Beneficial Owner shall give notice to elect to have its Securities
purchased or tendered, through its Participant, to Trustee [or
Tender/Remarketing Agent], and shall effect delivery of such Securities by
causing the Direct Participant to transfer the Participant's interest in the
Securities, on DTC's records, to Trustee [or Tender/Remarketing Agent]. The
requirement for physical delivery of Securities in connection with an optional
tender or a mandatory purchase will be deemed satisfied when the ownership
rights in the Securities are transferred by Direct Participants on DTC's records
and followed by a book-entry credit of tendered Securities to Trustee [or
Tender/Remarketing Agent's] DTC account.]

     10. DTC may discontinue providing its services as securities depository
with respect to the Securities at any time by giving reasonable notice to Issuer
or Agent. Under such

                                      C-9
<PAGE>

circumstances, in the event that a successor securities depository is not
obtained, Security certificates are required to be printed and delivered.

     11. The Issuer may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor securities depository). In that event,
Security certificates will be printed and delivered.

     12. The information in this section concerning DTC and DTC's book-entry
system has been obtained from sources that Issuer believes to be reliable, but
Issuer takes no responsibility for the accuracy thereof.






                                      C-10