EXHIBIT 4.2.11




                         POOLING AND SERVICING AGREEMENT



                                     BETWEEN



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

                               SELLER AND SERVICER



                                       AND



                       ASSET BACKED SECURITIES CORPORATION

                                    PURCHASER





                            DATED AS OF _____________






                           __________________ TRUST __

<PAGE>
                                TABLE OF CONTENTS


                                    ARTICLE I


                                   DEFINITIONS

SECTION 1.01.  Definitions....................................................1

                                   ARTICLE II


                    PURCHASE AND SALE OF ELIGIBLE RECEIVABLES

SECTION 2.01.  Purchase and Sale of Eligible Receivables......................2
SECTION 2.02.  Purchase Price.................................................3
SECTION 2.03.  Addition of Accounts...........................................3
SECTION 2.04.  Optional Removal of Accounts...................................4
SECTION 2.05.  Removal of Ineligible Accounts.................................5
SECTION 2.06.  Custody of Documentation.......................................5

                                   ARTICLE III


                   ADMINISTRATION AND SERVICING OF RECEIVABLES

SECTION 3.01.  Appointment of Servicer and Acceptance of Appointment..........5
SECTION 3.02.  Rights and Duties of the Servicer..............................5
SECTION 3.03.  Servicing Compensation; Payment of Certain Expenses by
                  the Servicer................................................8
SECTION 3.04.  Representations, Warranties and Covenants of the Servicer......8
SECTION 3.05.  Servicer's Accounting and Reports.............................11
SECTION 3.06.  Pre-Closing Collections.......................................12
SECTION 3.07.  Collections Received by the Original Seller...................12

                                   ARTICLE IV


                    REPRESENTATIONS, WARRANTIES AND COVENANTS

SECTION 4.01.  Representations and Warranties of the Original Seller
                 Relating to the Accounts and the Receivables................12
SECTION 4.02.  Representations and Warranties of the Original Seller
                 Relating to the Original Seller and the Agreement...........13
SECTION 4.03.  Representations and Warranties of the Purchaser...............16
SECTION 4.04.  Covenants of the Original Seller..............................17

                                    ARTICLE V


                   CERTAIN MATTERS RELATING TO ORIGINAL SELLER

SECTION 5.01.  Merger or Consolidation of, or Assumption of the
                 Obligations of, the Original Seller.........................18
SECTION 5.02.  the Original Seller Indemnification of the Purchaser..........18
SECTION 5.03.  the Original Seller Acknowledgment of Transfers to the
                 Issuer......................................................18

                                   ARTICLE VI


                              ADDITIONAL AGREEMENTS

SECTION 6.01.  Additional Obligations of the Original Seller and
                  the Purchaser..............................................19
SECTION 6.02.  Effect of Involuntary Case Involving the Original Seller......19
SECTION 6.03.  Intercreditor Agreements......................................20

                                   ARTICLE VII


                            MISCELLANEOUS PROVISIONS

SECTION 7.01.  Amendment.....................................................21
SECTION 7.02.  Protection of Right, Title and Interest in and to
                   Receivables...............................................21
SECTION 7.03.  Costs and Expenses............................................22
SECTION 7.04.  GOVERNING LAW.................................................23
SECTION 7.05.  Notices.......................................................23
SECTION 7.06.  Severability of Provisions....................................23
SECTION 7.07.  Assignment....................................................23
SECTION 7.08.  Further Assurances............................................23
SECTION 7.09.  No Waiver; Cumulative Remedies................................23
SECTION 7.10.  Counterparts..................................................24
SECTION 7.11.  Third-Party Beneficiaries.....................................24
SECTION 7.12.  Merger and Integration........................................24
SECTION 7.13.  Confidential Information......................................24
SECTION 7.14.  Headings......................................................24
SECTION 7.15.  Termination...................................................24
SECTION 7.16.  No Petition Covenants.........................................24
SECTION 7.17.  Jurisdiction..................................................25

<PAGE>


EXHIBIT A List of Locations of the Schedule of Accounts
EXHIBIT B Form of Assignment for the Initial Closing Date
EXHIBIT C Form of Assignment for Each Addition Date
EXHIBIT D Form of Opinion of Counsel With Respect to Addition of Accounts

APPENDIX A    Definitions and Rules of Construction

<PAGE>
     THIS POOLING AND SERVICING AGREEMENT is made as of _____________, between
_____________________________________, a ____________ corporation (referred to
herein as the "Original Seller" in its capacity as seller of the Receivables
specified herein and as the "Servicer" in its capacity as servicer of the
Receivables), and Asset Backed Securities Corporation, a Delaware corporation
(the "Purchaser").

     WHEREAS, the Original Seller, in the ordinary course of its business,
generates certain payment obligations by financing the floor plan inventory of
motor vehicle dealers;

     WHEREAS, the Original Seller desires to sell and assign to the Purchaser,
and the Purchaser desires to purchase from the Original Seller, certain of such
existing and future payment obligations arising or acquired from time to time;

     WHEREAS, the Purchaser desires to transfer and assign its interest in such
payment obligations to __________________ Trust __ (the "Issuer") pursuant to
the Trust Sale and Servicing Agreement;

     WHEREAS, the Issuer desires to issue the Initial Securities to fund its
acquisition of such payment obligations;

     WHEREAS, the Purchaser, the Issuer and the Original Seller (as the holder
of such payment obligations not sold to the Purchaser hereunder) desire that the
Servicer shall service such payment obligations; and

     WHEREAS, the Servicer is willing to service such payment obligations and
related payment obligations in accordance with the terms hereof and of the Trust
Sale and Servicing Agreement for the benefit of the Purchaser, the Original
Seller, the Issuer and each other party identified or described herein or in the
Trust Sale and Servicing Agreement as having an interest therein as owner,
trustee, secured party or holder of the Securities (all such parties being
collectively referred to herein as "Interested Parties").

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


                                    ARTICLE I
                                   DEFINITIONS

     SECTION 1.01. Definitions. Certain capitalized terms used in the above
recitals and in this Agreement are defined in and shall have the respective
meanings assigned them in Part I of Appendix A to this Agreement. All references
herein to "the Agreement" or "this Agreement" are to this Pooling and Servicing
Agreement as it may be amended, supplemented or modified from time to time, and
all references herein to Articles, Sections and subsections are to Articles,
Sections or subsections of this Agreement unless otherwise specified. The rules
of construction set forth in Part II of such Appendix A shall be applicable to
this Agreement.

                                   ARTICLE II
                    PURCHASE AND SALE OF ELIGIBLE RECEIVABLES

         SECTION 2.01.     Purchase and Sale of Eligible Receivables.

     (a) By execution of this Agreement, on the Initial Closing Date, the
Original Seller does hereby sell, transfer, assign and otherwise convey to the
Purchaser, without recourse, all of its right, title and interest in, to and
under all of the Eligible Receivables existing in the Accounts listed on the
Schedule of Accounts (which is kept at locations listed in Exhibit A) as of the
close of business on the Initial Cut-Off Date and all monies due or to become
due thereon after the Initial Cut-Off Date, all Collateral Security with respect
thereto and all amounts received with respect thereto (including all Interest
Collections received in the calendar month in which the Initial Cut-Off Date
occurs, whether or not received prior to the Initial Cut-Off Date) and all
proceeds thereof (including "proceeds" as defined in Section 9-306 of the UCC
and Recoveries).

     (b) Subject to Section 6.02, as of each Receivables Purchase Date, the
Original Seller does hereby sell, transfer, assign and otherwise convey to the
Purchaser, without recourse, all of its right, title and interest in, to and
under all Eligible Receivables created or deemed created in the Accounts in the
Pool of Accounts on such date and all monies due or to become due thereon after
such date, all Collateral Security with respect thereto and all amounts received
with respect thereto and all proceeds thereof (including "proceeds" as defined
in Section 9-306 of the UCC and Recoveries).

     (c) It is the intention of the Original Seller and the Purchaser that the
transfers and assignments contemplated by this Agreement shall constitute sales
of the property described in Sections 2.01(a) and (b) from the Original Seller
to the Purchaser and that the beneficial interest in and title to such property
shall not be part of the Original Seller's estate in the event of the filing of
a bankruptcy petition by or against the Original Seller under any Insolvency
Law. The foregoing sales, transfers, assignments and conveyances and any
subsequent sales, transfers, assignments and conveyances contemplated hereby do
not constitute, and are not intended to result in, the creation or an assumption
by the Purchaser of any obligation of the Servicer, the Original Seller (if the
Original Seller is not the Servicer), _______________ or any other Person in
connection with the Receivables described above or under any agreement or
instrument relating thereto, including any obligation to any Dealers.

     (d) Subject to Section 2.06 and Article III hereof, the Original Seller
shall retain all right, title and interest in, to and under the Receivables in
the Accounts in the Pool of Accounts that the Original Seller has not
transferred to the Purchaser hereunder. Such Receivables, together with any
Receivables repurchased by the Original Seller or (so long as the Original
Seller is the Servicer) the Servicer from the Purchaser or the Trust pursuant to
this Agreement or the Trust Sale and Servicing Agreement, all monies due or to
become due on such Receivables, all amounts received with respect thereto and
all proceeds thereof (including "proceeds" as defined in Section 9-306 of the
UCC and Recoveries) are collectively referred to herein as the "Retained
Property".

     SECTION 2.02. Purchase Price. On the Initial Closing Date, in consideration
for the sale of the property described in Section 2.01(a) to the Purchaser, the
Purchaser shall pay to the Original Seller $_____________ (representing the
aggregate principal balance of the Eligible Receivables as of the close of
business on the Initial Cut-Off Date so sold on the Initial Closing Date) in
immediately available funds, and the Original Seller shall deliver to the
Purchaser an executed assignment substantially in the form of Exhibit B hereto.
The Purchaser shall pay, subject to Section 6.02, for property described in
Section 2.03 sold by the Original Seller to the Purchaser on each Addition Date
and property described in Section 2.01(b) sold by the Original Seller to the
Purchaser on each Receivables Purchase Date, a price equal to the principal
balance of the Eligible Receivables to be purchased on each such date. Such
purchase price shall be payable by the Purchaser on each such date in
immediately available funds.

     SECTION 2.03. Addition of Accounts.

     (a) Offers to Designate Additional Accounts. From time to time, the
Original Seller may, at its option, offer to designate and the Purchaser may, at
its option, request the designation of, one or more Accounts (each, an
"Additional Account") to be included as Accounts in the Pool of Accounts,
subject to the conditions specified in Section 2.03(b) below. If the Purchaser,
at its option, elects to accept any such offer by the Original Seller or if the
Original Seller, at its option, agrees to any such request of the Purchaser, the
Original Seller shall sell and assign to the Purchaser, and the Purchaser shall
purchase from the Original Seller, all of the Original Seller's right, title and
interest in, to and under all of the Eligible Receivables in each such
Additional Account as of the related Additional Cut-Off Date and all monies due
or to become due thereon after such date, all Collateral Security with respect
thereto, all amounts received with respect thereto and all proceeds thereof
(including "proceeds" as defined in Section 9-306 of the UCC and Recoveries),
effective as of the Addition Date specified in a written notice provided by the
Servicer, on behalf of the Original Seller, to the Purchaser (the "the Original
Seller Addition Notice"). Effective as of each such Addition Date, such
Additional Account shall be included in the Pool of Accounts and Eligible
Receivables arising therein from and after the Additional Cut-Off Date shall be
subject to purchase under Section 2.01(b) above. Each the Original Seller
Addition Notice shall specify the related Additional Cut-Off Date and shall be
given (with a copy to the Rating Agencies) on or before the fifth Business Day
but not more than 30 days prior to the related Addition Date.

         (b)   Conditions. the Original Seller shall be permitted to
designate, and the Purchaser shall be permitted to accept the designation of,
Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction
of each of the following conditions on or prior to the related Addition Date:

          (i) the Original Seller shall represent that as of the related
     Additional Cut-Off Date each such Additional Account is an Eligible Account
     and that each Receivable arising thereunder identified as an Eligible
     Receivable and conveyed to the Purchaser on such Addition Date is an
     Eligible Receivable;

          (ii) the Original Seller shall have delivered to the Purchaser a duly
     executed written assignment in substantially the form of Exhibit C and the
     list required to be delivered pursuant to Section 7.02(d);

          (iii) the Original Seller shall have agreed to deliver to the
     Purchaser, for deposit in the Collection Account, to the extent required by
     the Trust Sale and Servicing Agreement, all Collections with respect to the
     Eligible Receivables arising in such Additional Accounts since the
     Additional Cut-Off Date within two Business Days after such Addition Date;

          (iv) as of the Addition Date, neither the Original Seller nor the
     Purchaser is insolvent nor shall any of them have been made insolvent by
     such transfer nor is either of them aware of any pending insolvency;

          (v) the Schedule of Accounts shall have been amended to reflect such
     Additional Accounts and the Schedule of Accounts as so amended shall be
     true and correct as of the Addition Date;

          (vi) the Original Seller shall have delivered to the Purchaser a
     certificate of an Authorized Officer of the Original Seller confirming the
     items set forth in clauses (i) through (v) above;

          (vii) the conditions set forth in Section 2.7(b) of the Trust Sale and
     Servicing Agreement shall have been satisfied; and

          (viii) the Original Seller shall have delivered to the Purchaser an
     Opinion of Counsel of the Original Seller substantially in the form of
     Exhibit D.

     SECTION 2.04. Optional Removal of Accounts. From time to time, the Original
Seller may, at its option, request from the Purchaser, and the Purchaser may, at
its option, offer to the Original Seller, the right to designate an Account for
removal from the Pool of Accounts. Subject to the satisfaction by the Purchaser
of the conditions set forth in Section 2.8 of the Trust Sale and Servicing
Agreement, the Original Seller, at its option, may accept offers to designate an
Account for removal or request from the Purchaser the right to designate an
Account for removal by furnishing a written notice (the "the Original Seller
Removal Notice") to the Purchaser not less than five Business Days but not more
than 30 days prior to the Removal Commencement Date. On and after the Removal
Commencement Date with respect to a Selected Account, the Original Seller shall
not transfer Receivables with respect to such Selected Account to the Purchaser.
The Schedule of Accounts shall be amended to reflect such designation as of the
Removal Commencement Date and to reflect such Account becoming a Removed Account
as of the Removal Date. At any time after the Removal Date, at the written
request of the Original Seller, the Purchaser shall assign to the Original
Seller, without recourse, representation or warranty, effective as of the
Removal Date, all of the Purchaser's right, title and interest in, to and under
the Receivables arising in such Account and related Collateral Security.

     SECTION 2.05. Removal of Ineligible Accounts. If at any time an Account
shall be deemed a Selected Account as described in Section 2.9 of the Trust Sale
and Servicing Agreement, the Purchaser shall give notice thereof to the Original
Seller at the time it gives notice to the parties identified in such Section
2.9. From and after the Removal Commencement Date with respect to a Selected
Account pursuant to such Section 2.9, the Original Seller shall not transfer
Receivables with respect to such Selected Account to the Purchaser. The Schedule
of Accounts shall be amended to reflect such designation as of the Removal
Commencement Date and to reflect such Account becoming a Removed Account as of
the Removal Date. At any time after such removal, at the written request of the
Original Seller, the Purchaser shall assign to the Original Seller, without
recourse, representation or warranty, effective as of the Removal Date, all of
the Purchaser's right, title and interest in, to and under the Receivables in
such Account and related Collateral Security.

     SECTION 2.06. Custody of Documentation. In connection with the sale,
transfer, assignment and conveyance of the Receivables and related Collateral
Security in the Accounts in the Pool of Accounts to the Purchaser hereunder, the
Purchaser is executing simultaneously herewith the Custodian Agreement with the
Custodian, pursuant to which the Purchaser shall revocably appoint the Custodian
to act as agent of the Purchaser to maintain custody of the documents and
instruments (as more fully described in the Custodian Agreement) associated with
such Receivables, which shall be constructively delivered to the Purchaser. the
Original Seller, as the holder of the Retained Property, hereby consents to the
appointment of the Custodian to act as agent of the Original Seller to maintain
custody of the documents and contracts (as more fully described in the Custodian
Agreement) associated with the Receivables included therein and is
simultaneously herewith executing the Custodian Agreement. The Custodian has
accepted such appointment by the Purchaser and the Original Seller under the
Custodian Agreement.

                                   ARTICLE III
                   ADMINISTRATION AND SERVICING OF RECEIVABLES

     SECTION 3.01. Appointment of Servicer and Acceptance of Appointment. The
Purchaser and the Original Seller hereby appoint the Servicer to act as Servicer
with respect to the Eligible Receivables and the Receivables included in the
Retained Property, existing in or arising under the Accounts included in the
Pool of Accounts from time to time and authorize the Servicer to perform the
duties of Servicer under this Agreement and under the Trust Sale and Servicing
Agreement. The Servicer by execution of this Agreement and by execution of the
Trust Sale and Servicing Agreement hereby accepts such appointment and the terms
hereof and thereof.

     SECTION 3.02. Rights and Duties of the Servicer.

     (a) The Servicer shall manage, service and administer the Receivables
described in Section 3.01, including, without limitation, collecting payments
due under the Receivables and providing for charge-offs of uncollectible
Receivables, with reasonable care and all in accordance with the Servicer's
customary and usual servicing procedures for servicing wholesale receivables
comparable to the Receivables which the Servicer services for its own account,
including the Floor Plan Financing Guidelines, except insofar as any failure to
do so would not have a material adverse effect on the interests of
Securityholders. The Servicer shall have full power and authority, acting alone
or through any party properly designated by it hereunder or under the Trust Sale
and Servicing Agreement, to do any and all things in connection with such
servicing and administration which it may deem necessary or desirable, including
monitoring the insurance maintained by Dealers. The Servicer is hereby
authorized to commence, in its own name or in the name of any Interested Party,
a Proceeding to enforce any Receivable subject hereto, to enforce all
obligations of the Original Seller and the Purchaser under this Agreement and
under the Trust Sale and Servicing Agreement or to commence or participate in a
Proceeding (including without limitation a bankruptcy proceeding) relating to or
involving any such Receivable. If in any Proceeding it is held that the Servicer
may not enforce a Receivable arising under an Account in the Pool of Accounts on
the ground that it is not a real party in interest or a holder entitled to
enforce such Receivable, the Purchaser, the Original Seller and each other
Interested Party shall, at the Servicer's expense, take such steps as the
Servicer reasonably deems necessary or appropriate to enforce the Receivable,
including bringing suit in the name of such Person. If the Servicer commences or
participates in such a Proceeding in its own name, each Interested Party shall
thereupon be deemed to have automatically assigned such Receivable to the
Servicer for purposes of commencing or participating in any such Proceeding as a
party or claimant, and the Servicer is hereby authorized and empowered to
execute and deliver in the Servicer's name any notices, demands, claims,
complaints, responses, affidavits or other documents or instruments in
connection with any such Proceeding. Each Interested Party shall furnish the
Servicer with any powers of attorney and other documents and take any other
steps which the Servicer may reasonably deem necessary or appropriate to enable
the Servicer to carry out its servicing and administrative duties under this
Agreement and the Trust Sale and Servicing Agreement. Except to the extent
required by the preceding two sentences, the authority and rights granted to the
Servicer in this Section 3.02 shall be nonexclusive and shall not be construed
to be in derogation of the retention by any Interested Party (to the extent of
its rights in a Receivable) of equivalent authority and rights. Without limiting
the generality of the foregoing and subject to any Servicing Default, the
Servicer is hereby authorized and empowered, unless such power and authority is
revoked by any Interested Party on account of the occurrence of such a Servicing
Default, to:

          (i) instruct the Issuer to make allocations, withdrawals and payments
     to or from the Collection Account, the Distribution Accounts, the Reserve
     Fund, the Cash Accumulation Reserve Funds and any other related bank
     accounts or funds as set forth in the Trust Sale and Servicing Agreement;

          (ii) instruct the Issuer or any Interested Party to take any action
     required or permitted under any Specified Support Arrangement;

          (iii) execute and deliver, on behalf of the Issuer for the benefit of
     any related Securityholders, any and all instruments of satisfaction or
     cancellation, or of partial or full release or discharge, and all other
     comparable instruments, with respect to the Receivables and, after the
     delinquency of any Receivable and to the extent permitted under and in
     compliance with applicable requirements of law, to commence enforcement
     proceedings with respect to any such Receivable; and

          (iv) make any filings, reports, notices, applications, registrations
     with, and seek any consents or authorizations from, the U.S. Securities and
     Exchange Commission and any State securities authority on behalf of the
     Issuer as may be necessary or advisable to comply with any U.S. Federal or
     State securities law or reporting requirement.

     (b) The Servicer shall not be obligated to use separate servicing
procedures, offices, employees or accounts for servicing the Receivables in the
Accounts in the Pool of Accounts from the procedures, offices, employees and
accounts used by the Servicer in connection with servicing other receivables.
The Servicer shall, at its own expense, on or prior to the Initial Closing Date,
in the case of the Initial Accounts, and on or prior to the applicable Addition
Date, in the case of Additional Accounts, indicate in its computer files that
the Eligible Receivables in the Accounts in the Pool of Accounts have been sold
and transferred by the Original Seller to the Purchaser hereunder and by the
Purchaser to the Trust under the Trust Sale and Servicing Agreement.

     (c) Except as otherwise required to comply with all Requirements of Law,
the Servicer may change the terms and provisions of the Floor Plan Financing
Agreements or the Floor Plan Financing Guidelines in any respect (including the
calculation of the amount or the timing of charge-offs and the rate of the
finance charge assessed thereon), only if:

          (i) in the reasonable belief of the Servicer, no Early Amortization
     Event shall occur as a result of such change;

          (ii) such change is made applicable to the comparable segment of any
     similar portfolio of accounts serviced by the Servicer and not only to the
     Accounts in the Pool of Accounts; and

          (iii) in the case of a reduction in the rate of such finance charges,
     the Servicer (and, if the Original Seller is not then the Servicer, the
     Original Seller) does not reasonably expect any such reduction, after
     considering amounts due and amounts payable under any Specified Support
     Agreements and Investment Proceeds for the related period, to result in the
     Net Receivables Rate for any Collection Period being less than the sum of
     (A) the weighted average of the rates of interest payable to all holders of
     Securities and (B) the Monthly Servicing Fee for the related period;

provided, however, that nothing herein shall prevent the Servicer from modifying
the terms of the Floor Plan Financing Agreement with any dealer on a
case-by-case basis in a manner consistent with the Floor Plan Financing
Guidelines.

     SECTION 3.03. Servicing Compensation; Payment of Certain Expenses by the
Servicer. The Servicer is entitled to receive the Monthly Servicing Fee as
described in the Trust Sale and Servicing Agreement. The Monthly Servicing Fee
shall be payable to the Servicer solely to the extent amounts are available for
payment in accordance with the terms of the Trust Sale and Servicing Agreement.
Subject to any limitations on the Servicer's liability under the Trust Sale and
Servicing Agreement, the Servicer shall be required to pay all expenses incurred
by it in connection with its activities under this Agreement and the Trust Sale
and Servicing Agreement (including disbursements of the Issuer, fees and
disbursements of any trustees, accountants and outside auditors, taxes imposed
on the Servicer, expenses incurred in connection with distributions and reports
to Securityholders and all other fees and expenses not expressly stated under
this Agreement or the Trust Sale and Servicing Agreement to be for the account
of the Securityholders, but in no event including federal, state and local
income and franchise taxes, if any, of the Issuer or any holder of the
Securities).

     SECTION 3.04. Representations, Warranties and Covenants of the Servicer.

     (a) The Servicer hereby makes, and any successor Servicer by its
appointment under this Agreement and under the Trust Sale and Servicing
Agreement shall make, on each Closing Date (and on the date of any such
appointment) the following representations, warranties and covenants on which
the Purchaser relies in accepting and holding the Receivables and the related
Collateral Security hereunder and the Issuer shall rely in acquiring and holding
such Receivables and the related Collateral Security under the Trust Sale and
Servicing Agreement and in issuing the Securities:

          (i) Organization and Good Standing. The Servicer has been duly
     organized and is validly existing as a corporation in good standing under
     the laws of the State of Delaware (or, in the case of a Servicer other than
     the Original Seller, other applicable law of its jurisdiction of
     incorporation), with power and authority to own its properties and to
     conduct its businesses as such properties are presently owned and such
     businesses are presently conducted.

          (ii) Due Qualification. The Servicer is duly qualified to do business
     and, where necessary, is in good standing as a foreign corporation (or is
     exempt from such requirement) and has obtained all necessary licenses and
     approvals in each jurisdiction in which the conduct of its businesses
     requires such qualification, except where the failure to so qualify or
     obtain licenses or approvals would not have material adverse effect on its
     ability to perform its obligations under this Agreement.

          (iii) Power and Authority. The Servicer has the power and authority to
     execute and deliver this Agreement and the Trust Sale and Servicing
     Agreement, to carry out the terms of each such agreement and to service the
     Accounts in the Pool of Accounts and the Receivables arising therein as
     provided herein and in the Trust Sale and Servicing Agreement, and the
     execution, delivery and performance of this Agreement and the Trust Sale
     and Servicing Agreement have been duly authorized by the Servicer by all
     necessary corporate action on the part of the Servicer.

          (iv) Binding Obligation. This Agreement constitutes, and the Trust
     Sale and Servicing Agreement, when duly executed and delivered by the
     Servicer, shall constitute, the legal, valid and binding obligation of the
     Servicer enforceable in accordance with their respective terms, except as
     enforceability may be limited by bankruptcy, insolvency, reorganization,
     moratorium or other similar laws now or hereinafter in effect, affecting
     the enforcement of creditors' rights in general and by general principles
     of equity, regardless of whether such enforceability is considered in a
     proceeding in equity or at law.

          (v) No Violation. The execution of this Agreement and the consummation
     of the transactions contemplated by this Agreement and the Trust Sale and
     Servicing Agreement by the Servicer and the fulfillment of the terms of
     this Agreement and the Trust Sale and Servicing Agreement by the Servicer,
     shall not conflict with, result in any breach of any of the terms and
     provisions of or constitute (with or without notice or lapse of time) a
     default under, the articles of incorporation or by-laws of the Servicer, or
     any indenture, agreement, mortgage, deed of trust or other instrument to
     which the Servicer is a party or by which it is bound, or result in the
     creation or imposition of any Lien upon any of its properties pursuant to
     the terms of any such indenture, agreement, mortgage, deed of trust or
     other instrument (other than pursuant to the Basic Documents), or violate
     any law or, to the best of the Servicer's knowledge, any order, rule or
     regulation applicable to the Servicer of any Governmental Authority having
     jurisdiction over the Servicer or any of its properties, except where any
     such conflict or violation would not have a material adverse effect on its
     ability to perform its obligations under this Agreement or the Trust Sale
     and Servicing Agreement.

          (vi) No Proceedings. To the Servicer's knowledge, there are no
     Proceedings or investigations pending, or threatened, against the Servicer
     before any Governmental Authority having jurisdiction over the Servicer or
     its properties (A) asserting the invalidity of this Agreement or the Trust
     Sale and Servicing Agreement or any Securities issued thereunder, (B)
     seeking to prevent the issuance of the such Securities, the execution of
     this Agreement or the consummation of any of the transactions contemplated
     by this Agreement or the Trust Sale and Servicing Agreement or (C) seeking
     any determination or ruling that might materially and adversely affect the
     performance by the Servicer of its obligations under, or the validity and
     enforceability of, this Agreement or the Trust Sale and Servicing
     Agreement.

          (vii) Compliance with Requirements of Law. The Servicer shall duly
     satisfy all obligations on its part to be fulfilled under or in connection
     with the Receivables and the Accounts to be serviced under this Agreement
     and the Trust Sale and Servicing Agreement, shall maintain in effect all
     qualifications required under Requirements of Law in order to service
     properly such Receivables and such Accounts and shall comply in all
     material respects with all Requirements of Law in connection with servicing
     such Receivables and such Accounts, except, in each case, where a failure
     to do so would not have a material adverse effect on the interests of the
     Securityholders.

          (viii) No Rescission or Cancellation. Except pursuant to the Floor
     Plan Financing Guidelines, the Servicer shall not permit any rescission or
     cancellation of any Receivable sold and assigned to the Purchaser hereunder
     that the Servicer services under this Agreement and the Trust Sale and
     Servicing Agreement, except as ordered by a court of competent jurisdiction
     or other Governmental Authority.

          (ix) Protection of Interested Party Rights. The Servicer shall take no
     action, nor omit to take any action, which would impair the rights or
     interests of Interested Parties in the Receivables sold and assigned to the
     Purchaser hereunder that the Servicer services under this Agreement and the
     Trust Sale and Servicing Agreement or in the related Vehicle Collateral
     Security nor shall it reschedule, revise or defer payments due on any such
     Receivable except, in each case, in a manner consistent with the Floor Plan
     Financing Guidelines or as otherwise contemplated herein or in the Trust
     Sale and Servicing Agreement. The Servicer shall not permit any such
     Receivable to become subject to any right of set-off or any offsetting
     balance.

          (x) Negative Pledge. Except for the conveyances hereunder to the
     Issuer pursuant to the Trust Sale and Servicing Agreement and the pledge of
     the Trust Estate to the Indenture Trustee pursuant to the Indenture, and as
     provided in Section 6.03, the Servicer shall not sell, pledge, assign or
     transfer to any other Person, or grant, create, incur, assume or suffer to
     exist, any Lien on any Receivable sold and assigned to the Purchaser
     hereunder (and any related Collateral Security), whether now existing or
     hereafter created, or any interest therein, and the Servicer shall defend
     the right, title and interest of the Purchaser, the Issuer and any
     Interested Party in, to and under such property, whether now existing or
     hereafter created, against all claims of third parties claiming through or
     under the Purchaser or the Servicer. The Servicer shall notify the
     Purchaser promptly after becoming aware of any Lien on such property other
     than the conveyances hereunder or under the Trust Sale and Servicing
     Agreement or the Indenture.

     (b) Notice of Breach. Upon discovery by the Purchaser or the Servicer of a
breach of any of the representations, warranties and covenants set forth in this
Section 3.04, the party discovering such breach shall give prompt written notice
to the other party.

     (c) Purchase of Receivables. If any covenants of the Servicer under Section
3.04(a)(viii), (ix) or (x) has not been complied with in all material respects
with respect to any Eligible Receivable or Account in the Pool of Accounts and
such noncompliance has a material adverse effect on the interests of
Securityholders or any other Interested Parties in such Receivable or such
Account, the Servicer shall purchase such Receivable (or, in the case of a
breach affecting less than the entire principal amount of a Receivable, to the
extent of the breach) or all Eligible Receivables under such Account (each, an
"Administrative Receivable") from the Issuer, on the terms and conditions set
forth in this Section 3.04.

     (d) Payment of Purchase Price. The Servicer shall purchase each
Administrative Receivable no later than two Business Days (or such other period
as may be agreed by the Applicable Trustee) following discovery by the Servicer
(including through the receipt of notice thereof) of the event giving rise to
such Administrative Receivable by depositing in the Collection Account, on the
date on which such purchase is deemed to occur, an amount (in immediately
available funds) equal to the principal amount of such Receivable plus accrued
and unpaid interest thereon through the date of purchase. The amount so
deposited with respect to a Receivable (an "Administrative Purchase Payment")
shall be included in Trust Principal Collections (to the extent of the principal
amount of such Receivable) and Interest Collections (as to the remainder of such
amount) on such date and shall be applied in accordance with the terms of this
Agreement and the Trust Sale and Servicing Agreement.

     (e) Sole Remedy. The obligation of the Servicer to purchase Receivables as
described in this Section 3.04, and to make the deposits required to be made to
the Collection Account as provided in the preceding paragraph, shall constitute
the sole remedy respecting the event giving rise to such obligation available to
any Securityholders, the Purchaser, the Owner Trustee, the Indenture Trustee or
the Issuer.

     SECTION 3.05. Servicer's Accounting and Reports.

     (a) On or before each Determination Date, the Servicer shall deliver to the
Purchaser, the Owner Trustee, the Indenture Trustee and the Rating Agencies a
Servicer's Accounting with respect to the immediately preceding Collection
Period executed by an Authorized Officer of the Servicer containing all
information necessary for making the allocations, deposits and distributions
required by the Trust Sale and Servicing Agreement, the Trust Agreement and the
Indenture on the related Distribution Date, and all information necessary to
each such party for sending any statements required to be sent to
Securityholders with respect to such Distribution Date under the Trust Sale and
Servicing Agreement.

     (b) On each Business Day, the Servicer shall deliver to the Indenture
Trustee a Servicer's Accounting executed by an Authorized Officer of the
Servicer (i) containing the Daily Trust Balance, the Daily Trust Invested Amount
and all related amounts to the extent necessary to determine the Cash Collateral
Amount for such date as described in Section 4.5(d) of the Trust Sale and
Servicing Agreement and (ii) if any series or class of Securities is then in a
Payment Period, Cash Accumulation Period or Rapid Amortization Period, or if the
Trust is then in an Early Amortization Period or a Wind-Down period, containing
such instructions and computations as are necessary to effect the allocation and
application of Principal Collections and other Available Trust Principal on such
day.

     (c) At any time that the Original Seller does not have a long-term rating
of at least BBB- from Standard & Poor's and at least Baa3 from Moody's, the
Servicer shall identify on a daily basis all Eligible Receivables and, on or
before each Determination Date, the Servicer shall deliver to the Owner Trustee
a list identifying all Eligible Receivables as of the last day of the related
Collection Period.

     SECTION 3.06. Pre-Closing Collections. Within two Business Days after the
Initial Closing Date, the Original Seller shall deliver to the Purchaser all
collections on the Receivables in the Accounts in the Pool of Accounts held by
the Original Seller on the Initial Closing Date to the extent such collections
would be required to be on deposit on such date if this Agreement and the Trust
Sale and Servicing Agreement had been in effect from and after the Initial
Cut-Off Date and the Revolving Period had commenced on such date. The Purchaser
hereby directs the Original Seller to deposit such amount on its behalf into the
Collection Account.

     SECTION 3.07. Collections Received by the Original Seller. the Original
Seller hereby agrees to deliver all Collections on the Receivables in the
Accounts in the Pool of Accounts received by the Original Seller from or on
behalf of Dealers to the Servicer and consents to the application, allocation
and distribution thereof in accordance with the terms and provisions of this
Agreement and the Trust Sale and Servicing Agreement.

                                   ARTICLE IV
                    REPRESENTATIONS, WARRANTIES AND COVENANTS

     SECTION 4.01. Representations and Warranties of the Original Seller
Relating to the Accounts and the Receivables.

     (a) Representations and Warranties. As of the dates set forth below, the
Original Seller makes the following representations and warranties to the
Purchaser as to the Accounts in the Pool of Accounts and the Receivables sold to
the Purchaser hereunder, on which the Purchaser relies in accepting such
Receivables:

          (i) as of the Initial Cut-Off Date, each Account included in the Pool
     of Accounts is an Eligible Account;

          (ii) as of the Initial Cut-Off Date, each Receivable that is
     identified as an Eligible Receivable and conveyed to the Purchaser on the
     Initial Closing Date is an Eligible Receivable;

          (iii) as of each Additional Cut-Off Date, each related Additional
     Account is an Eligible Account and each Receivable arising thereunder that
     is identified as an Eligible Receivable and conveyed to the Purchaser on
     the related Addition Date is an Eligible Receivable; and

          (iv) as of each date that Receivables are sold and transferred
     hereunder pursuant to Section 2.01(b), each Receivable that is identified
     as an Eligible Receivable and so conveyed to the Purchaser on such date is
     an Eligible Receivable.

     (b) Survival; Notice of Breach. The representations and warranties set
forth in this Section 4.01 shall survive the transfer and assignment of the
Eligible Receivables in the Accounts in the Pool of Accounts and related items
to the Purchaser from time to time and the subsequent assignment and transfer of
its interests therein to the Issuer pursuant to the Trust Sale and Servicing
Agreement. Upon discovery by the Original Seller or the Purchaser of a breach of
any of the representations and warranties set forth in this Section 4.01, the
party discovering such breach shall give prompt written notice to the other
party.

     (c) Repurchase. the Original Seller acknowledges that the Purchaser shall
assign its rights and remedies hereunder with respect to the Eligible
Receivables arising in the Accounts in the Pool of Accounts to the Issuer under
the Trust Sale and Servicing Agreement. the Original Seller hereby covenants and
agrees with the Purchaser that (i) in the event of a breach of any of the
Original Seller's representations and warranties contained in Section 4.01(a)
with respect to any Receivable or with respect to any Account that materially
and adversely affects the interests of the Purchaser or the Trust in any
Receivable or (ii) in the event that the payment of all or a portion of the
principal amount of any Receivable held by the Purchaser or the Trust is
deferred pursuant to [DPP] or any other installment sales program or similar
arrangement, unless and to the extent such breach or deferral shall have been
cured in all material respects, the Original Seller shall repurchase the
interest of the Issuer in such Receivable (to the extent of such breach or
deferral) on the date and for the amount specified in Section 2.5 of the Trust
Sale and Servicing Agreement, without further notice from the Purchaser
hereunder and without any representation, warranty or recourse from the
Purchaser or the Issuer. Without limiting the generality of the foregoing, a
Receivable shall not be an Eligible Receivable, and thus shall be subject to
repurchase, if and to the extent that, (A) the Servicer adjusts downward the
principal amount of such Receivable because of a rebate, refund, credit
adjustment or billing error to the related Dealer or (B) such Receivable was
created in respect of a Vehicle which was refused or returned by the related
Dealer.

     (d) Sole Remedy. The obligation of the Original Seller to repurchase any
Receivable shall constitute the sole remedy respecting the event giving rise to
such obligation available to the Purchaser and to any Interested Party.

     SECTION 4.02. Representations and Warranties of the Original Seller
Relating to the Original Seller and the Agreement.

     (a) Representations and Warranties. the Original Seller, in its capacity as
seller, hereby makes as of each Closing Date the following representations and
warranties on which the Purchaser relies. The following representations and
warranties shall survive the sale, transfer and assignment of the Receivables
hereunder:

          (i) Organization and Good Standing. the Original Seller has been duly
     organized and is validly existing as a [ ] in good standing under the laws
     of the State of [ ], with power and authority to own its properties and to
     conduct its businesses as such properties are presently owned and such
     businesses are presently conducted;

          (ii) Due Qualification. the Original Seller is duly qualified to do
     business and, where necessary, is in good standing as a foreign corporation
     (or is exempt from such requirement) and has obtained all necessary
     licenses and approvals in each jurisdiction in which the conduct of its
     businesses requires such qualification, except where the failure to so
     qualify or obtain licenses or approvals would not have a material adverse
     effect on its ability to perform its obligations under this Agreement;

          (iii) Power and Authority. the Original Seller has the power and
     authority to execute and deliver this Agreement, to carry out its terms,
     and to consummate the transactions contemplated herein, and the execution,
     delivery and performance of this Agreement and the consummation of the
     transactions contemplated herein have been duly authorized by the Original
     Seller by all necessary corporate action on the part of the Original
     Seller;

          (iv) No Violation. The execution of this Agreement and the
     consummation of the transactions contemplated by this Agreement and the
     fulfillment of the terms of this Agreement by the Original Seller shall not
     conflict with, result in any breach of any of the terms and provisions of,
     or constitute (with or without notice or lapse of time) a default under,
     the articles of incorporation or by-laws of the Original Seller, or any
     indenture, agreement, mortgage, deed of trust or other instrument to which
     the Original Seller is a party or by which it is bound, or result in the
     creation or imposition of any Lien upon any of its properties pursuant to
     the terms of any such indenture, agreement, mortgage, deed of trust or
     other instrument (other than pursuant to the Basic Documents) or violate
     any law or, to the best of the Original Seller knowledge, any order, rule
     or regulation applicable to the Original Seller of any Governmental
     Authority having jurisdiction over the Original Seller or any of its
     properties, except where any such conflict or violation would not have a
     material adverse effect on its ability to perform its obligations with
     respect to the Purchaser or any Interested Party under this Agreement or
     the Trust Sale and Servicing Agreement;

          (v) No Proceedings. To the Original Seller knowledge, there are no
     Proceedings or investigations pending, or threatened, against the Original
     Seller before any Governmental Authority having jurisdiction over the
     Original Seller or its properties (A) asserting the invalidity of this
     Agreement, the Trust Sale and Servicing Agreement, the Custodian Agreement
     or the Administration Agreement, (B) seeking to prevent the execution of
     this Agreement or the consummation of any of the transactions contemplated
     by this Agreement, the Trust Sale and Servicing Agreement, the Custodian
     Agreement or the Administration Agreement or (C) seeking any determination
     or ruling that might materially and adversely affect the performance by the
     Original Seller of its obligations under, or the validity or enforceability
     of, this Agreement, the Trust Sale and Servicing Agreement, the Custodian
     Agreement or the Administration Agreement;

          (vi) Binding Obligation. This Agreement constitutes a legal, valid and
     binding obligation of the Original Seller, enforceable against the Original
     Seller in accordance with its terms, except as such enforceability may be
     limited by applicable bankruptcy, insolvency, reorganization, moratorium or
     other similar laws now or hereafter in effect affecting the enforcement of
     creditors' rights in general and by general principles of equity,
     regardless of whether such enforceability is considered in a proceeding in
     equity or at law;

          (vii) Record of Accounts. The Schedule of Accounts is an accurate and
     complete listing in all material respects of all of the Accounts in the
     Pool of Accounts as of the Initial Cut-Off Date or the applicable
     Additional Cut-Off Date, as the case may be, and the information contained
     therein with respect to the identity of such Accounts is true and correct
     in all material respects; and

          (viii) Valid Sale. With respect to the Initial Accounts, this
     Agreement and the related assignment to be delivered on the Initial Closing
     Date or, in the case of Additional Accounts, the related assignment as
     described in Section 2.03(b), when duly executed and delivered, shall
     constitute a valid sale, transfer and assignment to the Purchaser of all
     right, title and interest of the Original Seller in, to and under the
     Eligible Receivables thereunder and the related Vehicle Collateral
     Security, whether then existing or thereafter created, and the proceeds
     thereof, enforceable against creditors of and purchasers from the Original
     Seller. To the extent such filings are required therefor, upon the filing
     of the financing statements described in Section 7.02(a) (and, in the case
     of Eligible Receivables hereafter created in the Accounts in the Pool of
     Accounts and the proceeds thereof, upon the creation thereof) the Purchaser
     shall have a first priority perfected ownership interest in such property,
     except for Liens permitted under Section 4.04(a). Except as otherwise
     provided in the Trust Sale and Servicing Agreement or this Agreement,
     neither the Original Seller nor any Person claiming through or under the
     Original Seller has any claim to or interest in the Trust Estate.

     (b) Survival; Notice of Breach. The representations and warranties set
forth in this Section 4.02 shall survive the transfer and assignment of the
Receivables and related items to the Purchaser hereunder and the subsequent
assignment and transfer of its interests therein to the Issuer pursuant to the
Trust Sale and Servicing Agreement. Upon discovery by the Original Seller or the
Purchaser of a breach of any of the foregoing representations and warranties,
the party discovering such breach shall give prompt written notice to the other
party.

     (c) Repurchase. If (i) the Purchaser is required to purchase Receivables
and related Collateral Security pursuant to Section 3.1(c) of the Trust Sale and
Servicing Agreement and (ii) the condition giving rise to such purchase
obligation shall also constitute a breach of a representation or warranty
pursuant to Section 4.02(a), the Original Seller shall repurchase such
Receivables and such Collateral Security and shall pay to the Purchaser, prior
to the time the Purchaser is required to pay such amount pursuant to the Trust
Sale and Servicing Agreement, an amount equal to the Reassignment Amount.

     (d) Sole Remedy. The obligation of the Original Seller to purchase such
Receivables and such Collateral Security pursuant to this Section 4.02 shall
constitute the sole remedy available to the Purchaser and to any Interested
Party against the Original Seller respecting the event giving rise to such
obligation.

     SECTION 4.03. Representations and Warranties of the Purchaser. The
Purchaser hereby represents and warrants to the Original Seller as of each
Closing Date that:

     (a) Organization and Good Standing. The Purchaser has been duly organized
and is validly existing as a corporation 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 presently owned and such business is
presently conducted, and had at all relevant times, and now has, power,
authority and legal right to acquire and own the Eligible Receivables arising in
the Accounts in the Pool of Accounts and the Collateral Security related
thereto;

     (b) Due Qualification. The Purchaser is duly qualified to do business and,
where necessary, is in good standing as a foreign corporation (or is exempt from
such requirement) and has obtained all necessary licenses and approvals in all
jurisdictions in which the ownership or lease of property or the conduct of its
business requires such qualification, except where the failure to so qualify or
obtain licenses or approvals would not have a material adverse effect on its
ability to perform its obligations under this Agreement;

     (c) Power and Authority. The Purchaser has the power and authority to
execute and deliver this Agreement, to carry out its terms and to consummate the
transactions contemplated herein, and the execution, delivery and performance of
this Agreement and the consummation of the transactions contemplated herein have
been duly authorized by the Purchaser by all necessary corporate action on the
part of the Purchaser;

     (d) No Violation. The execution of this Agreement and the consummation of
the transactions contemplated by this Agreement by the Purchaser and the
fulfillment of the terms of this Agreement by the Purchaser shall not conflict
with, result in any breach of any of the terms and provisions of or constitute
(with or without notice or lapse of time) a default under, the certificate of
incorporation or by-laws of the Purchaser, or any indenture, agreement,
mortgage, deed of trust or other instrument to which the Purchaser is a party or
by which it is bound, or result in the creation or imposition of any Lien upon
any of its properties pursuant to the terms of any such indenture, agreement,
mortgage, deed of trust or other instrument (other than pursuant to the Basic
Documents), or violate any law or, to the best of the Purchaser's knowledge, any
order, rule or regulation applicable to the Purchaser of any Governmental
Authority having jurisdiction over the Purchaser or any of its properties,
except where any such conflict or violation would not have a material adverse
effect on its ability to perform its obligations with respect to the Original
Seller or any Interested Party under this Agreement or the Trust Sale and
Servicing Agreement;

     (e) No Proceedings. To the Purchaser's knowledge, there are no Proceedings
or investigations pending, or threatened, against the Purchaser before any
Governmental Authority having jurisdiction over the Purchaser or its properties
(i) asserting the invalidity of this Agreement, (ii) seeking to prevent the
execution of this Agreement 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 Purchaser of its
obligations under, or the validity or enforceability of, this Agreement; and

     (f) Binding Obligation. This Agreement constitutes a legal, valid and
binding obligation of the Purchaser, enforceable against the Purchaser in
accordance with its terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect affecting the enforcement of creditors' rights
in general and by general principles or equity, regardless of whether such
enforceability is considered in a proceeding in equity or at law.

     SECTION 4.04. Covenants of the Original Seller. the Original Seller hereby
covenants that:

     (a) Negative Pledge. Except for the conveyances hereunder and under the
Trust Sale and Servicing Agreement and the pledge of the Trust Estate to the
Indenture Trustee under the Indenture and as provided in Section 6.03, the
Original Seller shall not sell, pledge, assign or transfer to any other Person,
or grant, create, incur, assume or suffer to exist, any Lien on any Eligible
Receivable in any Account in the Pool of Accounts (and any related Vehicle
Collateral Security), whether now existing or hereafter created, or any interest
therein, and the Original Seller shall defend the right, title and interest of
the Purchaser and any Interested Party in, to and under such property, whether
now existing or hereafter created, against all claims of third parties claiming
through or under the Original Seller . the Original Seller shall notify the
Purchaser and the Issuer promptly after becoming aware of any Lien on any such
property other than the conveyances hereunder or under the Trust Sale and
Servicing Agreement or the Indenture. Nothing herein shall prohibit the Original
Seller from granting, creating, incurring or suffering to exist any Lien on all
or any portion of the Retained Property.

     (b) Delivery of Collections. All payments received by the Original Seller
from or on behalf of a Dealer in respect of Receivables in any Accounts in the
Pool of Accounts or any Collateral Security (except as contemplated in Section
6.03 with respect to any property constituting Common Collateral that is not
Vehicle Collateral Security in connection with any Other Indebtedness) shall be
received by the Original Seller in its capacity as Servicer, unless the Original
Seller is no longer the Servicer, in which case the Original Seller shall
deliver all such payments to the Servicer as soon as practicable after receipt
thereof, but in no event later than two Business Days after receipt thereof.

     (c) Compliance with Requirements of Law. the Original Seller shall comply
in all material respects with all Requirements of Law applicable to the Original
Seller, except where any such failure to comply would not have a material
adverse effect on its ability to perform its obligations under this Agreement.

     (d) No Petition. Neither the Servicer nor the Original Seller shall at any
time institute against the Purchaser any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any United States Federal or state bankruptcy or similar law.

                                    ARTICLE V
                   CERTAIN MATTERS RELATING TO ORIGINAL SELLER

     SECTION 5.01. Merger or Consolidation of, or Assumption of the Obligations
of, the Original Seller.

     (a) Notwithstanding anything to the contrary in this Agreement, any Person
(i) into which the Original Seller may be merged or consolidated, (ii) resulting
from any merger, conversion or consolidation to which the Original Seller shall
be a party, (iii) succeeding to the business of the Original Seller or (iv) more
than 50% of the voting interests of which is owned, directly or indirectly, by
_________________ and which is otherwise originating receivables, which Person
in any of the foregoing cases (other than the Original Seller as the surviving
entity of such merger or consolidation) executes an agreement of assumption to
perform every obligation of the Original Seller, as seller, under this Agreement
and the Trust Sale and Servicing Agreement, shall be the successor to the
Original Seller under this Agreement, as seller, without the execution or filing
of any document or any further act on the part of any of the parties to this
Agreement or the Trust Sale and Servicing Agreement, anything in this Agreement
to the contrary notwithstanding.

     (b) the Original Seller shall provide notice of any merger, consolidation
or succession pursuant to this Section 5.01 to the Rating Agencies.

     SECTION 5.02. the Original Seller Indemnification of the Purchaser. the
Original Seller shall indemnify the Purchaser for any liability as a result of
the failure of an Eligible Receivable sold hereunder to be originated in
compliance with all Requirements of Law. This indemnity obligation shall be in
addition to any obligation that the Original Seller may otherwise have.

     SECTION 5.03. the Original Seller Acknowledgment of Transfers to the
Issuer. By its execution of the Trust Sale and Servicing Agreement, the Original
Seller acknowledges that the Purchaser shall, pursuant to the Trust Sale and
Servicing Agreement, transfer the Receivables purchased hereunder and related
Collateral Security to the Issuer and assign its rights associated therewith
under this Agreement to the Issuer, subject to the terms and conditions of the
Trust Sale and Servicing Agreement, and that the Issuer shall in turn further
pledge, assign or transfer its rights in such property and this Agreement to the
Indenture Trustee under the Indenture. the Original Seller further acknowledges
that the Purchaser shall assign its rights under the Custodian Agreement to the
Issuer.

                                   ARTICLE VI
                              ADDITIONAL AGREEMENTS

     SECTION 6.01. Additional Obligations of the Original Seller and the
Purchaser.

     (a) Supplemental Principal Allocations. On or before the Business Day prior
to each Monthly Distribution Date for the Wind Down Period or an Early
Amortization Period or the Payment Period for the ______ Term Notes, the
Original Seller shall deposit into the Collection Account, on behalf of the
Purchaser, an amount equal to the Supplemental Principal Allocation for such
Monthly Distribution Date. Such amount shall be recorded as an advance under the
Intercompany Advance Agreement and shall bear interest and be payable as
provided therein.

     (b) Removed Accounts. With respect to each Removed Account, if and to the
extent that any related Receivable held by the Trust on the related Removal
Commencement Date (determined without giving effect to the special allocation of
Principal Collections pursuant to Section 2.8(c) or Section 2.9(b), as
applicable, of the Trust Sale and Servicing Agreement) is charged-off as
uncollectible at any time following the related Removal Date, the Purchaser
shall pay the amount so charged-off to the Original Seller.

     SECTION 6.02. Effect of Involuntary Case Involving the Original Seller .

     (a) Suspension of Purchases. The Purchaser shall suspend the purchase (and
the Original Seller shall suspend the sale) of Receivables hereunder if either
party shall receive notice at its principal corporate office that the Original
Seller has become an involuntary party to (or has been made the subject of) any
proceeding provided for by any insolvency, readjustment of debt, marshaling of
assets and liabilities or similar proceedings of or relating to the Original
Seller or relating to all or substantially all of its property (an "Involuntary
Case").

     (b) Resumption of Purchases. Notwithstanding any cessation or suspension of
purchases pursuant to Section 6.02(a), if the Original Seller or the Purchaser
has obtained an order from the court having jurisdiction over an Involuntary
Case approving the continuation of the sale of Receivables by the Original
Seller to the Purchaser and/or approving the sale of Receivables originating in
the Accounts in the Pool of Accounts since the date of the suspension of such
sales on the same terms (including Section 6.03 hereof) as, or on terms that do
not have a material adverse effect on Securityholders as compared to, the terms
in effect prior to the commencement of such Involuntary Case, and further
providing that the Purchaser and any of its transferees (including the Issuer)
may rely on such order for the validity and nonavoidance of such transfer (the
"Order"), the Purchaser may resume the purchase (and the Original Seller may
resume the sale) of Receivables pursuant to the terms hereof; provided, however,
that so long as such Involuntary Case shall continue, notwithstanding anything
in this Agreement to the contrary, the purchase price of such Receivables (which
shall not be less than reasonably equivalent value therefor or greater than the
principal balance thereof) shall be paid by the Purchaser to the Original Seller
in cash not later than the same Business Day of any such sale, and such
Receivables shall be considered transferred to the Purchaser only to the extent
that the purchase price therefor has been paid in cash on the same Business Day.

     (c) Cessation of Purchases. If an Order is obtained but subsequently is
reversed or rescinded or expires, the Purchaser shall immediately cease to
purchase (and the Original Seller shall immediately cease to sell) Receivables
hereunder. Notwithstanding anything contained in Section 6.02(b), if an
Involuntary Case has not been dismissed by the first Business Day following the
60 day period beginning on the day on which notice of an Involuntary Case was
received by either party, whether or not an Order was obtained, the Purchaser
shall not thereafter purchase Receivables from the Original Seller hereunder and
the Original Seller shall not thereafter designate Additional Accounts for
transfer to the Purchaser or sell Receivables hereunder.

     SECTION 6.03. Intercreditor Agreements.

     (a) Common Collateral. In connection with loans or advances made or to be
made by the Original Seller to a Dealer from time to time other than pursuant to
an Account (collectively, "Other Indebtedness"), the Original Seller may have a
security interest in property constituting Collateral Security (the "Common
Collateral").

     (b) Agreements of the Original Seller with respect to Common Collateral.
the Original Seller agrees that with respect to the Receivables of each Dealer:

          (i) the Original Seller security interest in any Common Collateral
     that is Vehicle Collateral Security (and the proceeds thereof) in
     connection with any Other Indebtedness is subordinate to the security
     interest therein in connection with such Receivables and assigned to the
     Purchaser hereunder;

          (ii) the Original Seller shall not apply the proceeds of any such
     Common Collateral that is Vehicle Collateral Security in connection with
     any Other Indebtedness in any manner that is materially adverse to the
     Purchaser or the Issuer and the Securityholders until all required payments
     in respect of such Receivable have been made; and

          (iii) in realizing upon any such Common Collateral that is Vehicle
     Collateral Security in connection with any such Receivables, neither the
     Purchaser nor the Issuer (nor the Servicer on behalf of either) shall be
     obligated to protect or preserve the rights of the Original Seller in such
     Common Collateral.

     (c) Agreements of the Purchaser with respect to Common Collateral. The
Purchaser agrees that with respect to the Receivables of each Dealer:

          (i) the Purchaser's security interest in any Common Collateral that is
     not Vehicle Collateral Security (and the proceeds thereof) in connection
     with such Receivables assigned to the Purchaser hereunder is subordinate to
     the security interest therein in connection with any Other Indebtedness;

          (ii) the Purchaser (or the Servicer on its behalf) shall not apply the
     proceeds of any such Common Collateral that is not Vehicle Collateral
     Security in connection with any such Receivables in any manner that is
     materially adverse to the Original Seller until all required payments in
     respect of such Other Indebtedness have been made; and

          (iii) in realizing upon any such Common Collateral that is not Vehicle
     Collateral Security in connection with such Other Indebtedness, the
     Original Seller shall not be obligated to protect or preserve the rights of
     the Purchaser or the Issuer in such Collateral Security.

     (d) Obligations of Issuer. The Trust Sale and Servicing Agreement shall
provide that the Issuer is subject to this Section 6.03.

     (e) Obligations of Assignees and Transferees. If, other than pursuant
hereto, the Original Seller in any manner assigns or transfers any right or
obligation with respect to any Other Indebtedness or any property constituting
Common Collateral, the Original Seller shall make such assignment or transfer
subject to the provisions of this Section 6.03 and shall require such assignee
or transferee to acknowledge that it takes such assignment or transfer subject
to the provisions of this Section 6.03 and to agree that it shall require the
same acknowledgment from any subsequent assignee or transferee.

                                   ARTICLE VII
                            MISCELLANEOUS PROVISIONS

     SECTION 7.01. Amendment. This Agreement may be amended from time to time
(subject to Section 10.1(g) of the Trust Sale and Servicing Agreement) by a
written amendment duly executed and delivered by the Original Seller and the
Purchaser.

     SECTION 7.02. Protection of Right, Title and Interest in and to
Receivables.

     (a) the Original Seller or the Purchaser or both shall execute and file
such financing statements and cause to be executed and filed such continuation
statements or other statements, all in such manner and in such places as may be
required by law fully to evidence, preserve, maintain and protect the interest
of the Purchaser hereunder in the Eligible Receivables arising in the Accounts
in the Pool of Accounts and the related Collateral Security and in the proceeds
thereof (including, without limitation, UCC-1 financing statements on or prior
to the Initial Closing Date). the Original Seller shall deliver (or cause to be
delivered) to the Purchaser file-stamped copies of, or filing receipts for, any
document filed as provided above, as soon as available following such filing.

     (b) Within 60 days after the Original Seller makes any change in its name,
identity or corporate structure that would make any financing statement or
continuation statement filed in accordance with Section 7.02(a) seriously
misleading within the meaning of Section 9-402(7) of the UCC, the Original
Seller shall give the Purchaser notice of any such change.

     (c) the Original Seller shall give the Purchaser at least 60 days prior
written notice of any relocation of its principal executive office if, as a
result of such relocation, the applicable provisions of the UCC would require
the filing of any amendment of any previously filed financing or continuation
statement or of any new financing statement. the Original Seller shall at all
times maintain its principal executive office within the United States of
America.

     (d) In connection with the sale and transfer hereunder of the Receivables
in the Accounts in the Pool of Accounts and the related Collateral Security from
the Original Seller to the Purchaser, the Original Seller shall, at its own
expense, on or prior to the Initial Closing Date, in the case of the Initial
Accounts, and on or prior to the applicable Addition Date, in the case of
Additional Accounts, (i) indicate in its computer files that the Eligible
Receivables in the Accounts in the Pool of Accounts have been sold and
transferred, and the Collateral Security assigned, to the Purchaser pursuant to
this Agreement and that such property has been sold and transferred to the
Issuer pursuant to the Trust Sale and Servicing Agreement and (ii) deliver to
the Purchaser a true and complete list of all such Accounts specifying for each
such Account, as of the Initial Cut-Off Date, in the case of the Initial
Accounts, and as of the applicable Additional Cut-Off Date, in the case of
Additional Accounts, its account number and the outstanding principal balance of
Eligible Receivables in such Account. Such list, as supplemented from time to
time to reflect Additional Accounts, Selected Accounts and Removed Accounts
(including Accounts removed as described in Section 2.05), shall be the Schedule
of Accounts and is hereby incorporated into and made a part of this Agreement.

     (e) The Servicer shall furnish to the Purchaser at any time upon request a
list of all Accounts then included in the Pool of Accounts, together with a
reconciliation of such list to the Schedule of Accounts as initially furnished
pursuant to the Trust Sale and Servicing Agreement and to each notice furnished
before such request indicating removal from or addition to the Accounts in the
Pool of Accounts.

     SECTION 7.03. Costs and Expenses. the Original Seller agrees to pay all
reasonable out-of-pocket costs and expenses of the Purchaser, including fees and
expenses of counsel, in connection with the perfection as against third parties
of the Purchaser's right, title and interest in, to and under the Receivables
sold hereunder and the enforcement of any obligation of the Original Seller
hereunder.

     SECTION 7.04. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO
THE PRINCIPLES OF CONFLICTS OF LAW THEREOF OR OF ANY OTHER JURISDICTION, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.

     SECTION 7.05. Notices. All demands, notices and communications upon or to
the Original Seller, the Purchaser, or any other Person identified in Section
10.3 of the Trust Sale and Servicing Agreement under this Agreement shall be
delivered as specified in Appendix B to the Trust Sale and Servicing Agreement.

     SECTION 7.06. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall for any
reason whatsoever be held invalid, then such covenants, agreements, provisions
or terms shall be deemed enforceable to the fullest extent permitted, and if not
so permitted, 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 provisions of this Agreement or of any
Securities or rights of any Interested Parties.

     SECTION 7.07. Assignment. Notwithstanding anything to the contrary
contained herein, this Agreement may not be assigned by the Original Seller
without the prior written consent of the Purchaser and the Issuer. The Purchaser
may assign all or a portion of its rights, remedies, powers and privileges under
this Agreement to the Issuer pursuant to the Trust Sale and Servicing Agreement.

     SECTION7.08. Further Assurances. the Original Seller and the Purchaser
agree to do and perform, from time to time, any and all acts and to execute any
and all further instruments required or reasonably requested by the other party
to more fully effect the purposes of this Agreement, including the execution of
any financing statements or continuation statements relating to the Receivables
for filing under the provisions of the Uniform Commercial Code of any applicable
jurisdiction and to evidence the repurchase of any interest in any Receivable by
the Original Seller or the Servicer.

     SECTION 7.09. No Waiver; Cumulative Remedies. No failure or delay on the
part of the Purchaser in exercising any right, remedy, power or privilege under
this Agreement shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, remedy, power or privilege under this Agreement
preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege. The rights, remedies, powers and privileges
herein provided are cumulative and not exhaustive of any rights, remedies,
powers and privileges provided by law.

     SECTION 7.10. Counterparts. This Agreement may be executed in two or more
counterparts (and by different parties on separate counterparts), each of which
shall be an original, but all of which together shall constitute one and the
same instrument.

     SECTION 7.11. Third-Party Beneficiaries. This Agreement shall inure to the
benefit of and be binding upon the parties hereto, the Interested Parties and
their respective successors and permitted assigns. Except as otherwise expressly
provided in this Agreement, no other Person shall have any right or obligation
hereunder.

     SECTION 7.12. Merger and Integration. Except as specifically stated
otherwise herein, this Agreement sets forth the entire understanding of the
parties relating to the subject matter hereof, and all prior understandings,
written or oral, are superseded by this Agreement. This Agreement may not be
modified, amended, waived, or supplemented except as provided herein.

     SECTION 7.13. Confidential Information. The Purchaser agrees that it shall
neither use nor disclose to any Person the names and addresses of Dealers,
except in connection with the enforcement of the Purchaser's rights hereunder,
under the Trust Sale and Servicing Agreement, under the Receivables or as
required by law.

     SECTION 7.14. Headings. The headings herein are for purposes of reference
only and shall not otherwise affect the meaning or interpretation of any
provision hereof.

     SECTION 7.15. Termination. This Agreement (except for Section 5.02) shall
terminate immediately after the termination of the Trust Sale and Servicing
Agreement; provided, that if at the time of the termination of the Trust Sale
and Servicing Agreement, the Purchaser has not made all payments to the Original
Seller required to be made under Section 6.01, this Agreement (except for
Section 5.02) shall not terminate until immediately after all such payments have
been made.

     SECTION 7.16. No Petition Covenants. Notwithstanding any prior termination
of this Agreement, the Original Seller shall not, prior to the date which is one
year and one day after the final distribution with respect to the Securities to
the Note Distribution Account, the Revolver Distribution Account or the
Certificate Distribution Account, as applicable, acquiesce, petition or
otherwise invoke or cause the Purchaser to invoke the process of any court or
governmental authority for the purpose of commencing or sustaining a case
against the Purchaser under any federal or state bankruptcy, insolvency or
similar law or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Purchaser or any substantial part
of its property, or ordering the winding up or liquidation of the affairs of the
Purchaser.

     SECTION 7.17. Jurisdiction. Any action or proceeding arising out of or
relating to this Agreement shall be submitted to the exclusive jurisdiction of
any United States Federal or New York State Court sitting in the Borough of
Manhattan, New York, New York.

                                     * * * *

<PAGE>
     IN WITNESS WHEREOF, the parties hereby have caused this Pooling and
Servicing Agreement to be executed by their respective officers thereunto duly
authorized as of the date and year first above written.

                               ________________________________________
                               Seller and Servicer


                               By:  ___________________________________
                                    Name:
                                    Title:



                                ASSET BACKED SECURITIES CORPORATION,
                                Purchaser


                               By:  ___________________________________
                                    Name:
                                    Title:

<PAGE>
                                                                       EXHIBIT A

                            LIST OF LOCATIONS OF THE
                              SCHEDULE OF ACCOUNTS


         The Schedule of Accounts is on file at the offices of:

         1.       The Indenture Trustee

         2.       The Owner Trustee

         3.       the Original Seller

         4.       ______________________________________

<PAGE>
                                                                       EXHIBIT B

                   FORM OF ASSIGNMENT FOR INITIAL CLOSING DATE


     For value received, in accordance with the Pooling and Servicing Agreement,
dated as of _____________ (the "Pooling and Servicing Agreement"), between
______________________, a _____________ corporation ("the Original Seller"), and
Asset Backed Securities Corporation, a Delaware corporation (the "Purchaser"),
the Original Seller does hereby sell, assign, transfer and otherwise convey unto
the Purchaser, without recourse, all of its right, title and interest in, to and
under all of the Eligible Receivables existing in the Accounts listed in the
Schedule of Accounts as of the close of business on the Initial Cut-Off Date
and, so long as each such Account is included in the Pool of Accounts, all
Eligible Receivables created or deemed created thereunder on each Receivables
Purchase Date and all monies due or to become due thereon after the Initial
Cut-Off Date or such Receivables Purchase Date, as appropriate, all Collateral
Security with respect thereto and all amounts received with respect thereto and
all proceeds thereof (including "proceeds" as defined in Section 9-306 of the
UCC and Recoveries).

     The foregoing sale, transfer, assignment and conveyance and any sales,
transfers, assignments and conveyances subsequent to the date hereof do not
constitute, and are not intended to result in, the creation or an assumption by
the Purchaser of any obligation of the Servicer, the Original Seller (if the
Original Seller is not the Servicer), ______________ or any other Person in
connection with the Accounts, the Receivables or under any agreement or
instrument relating thereto, including any obligation to any Dealers.

     It is the intention of the Original Seller and the Purchaser that the
transfers and assignments contemplated by this Assignment, including transfers
and assignments subsequent to the date hereof, shall constitute a sale of the
property described herein and in the Pooling and Servicing Agreement from the
Original Seller to the Purchaser and the beneficial interest in and title to
such property shall not be part of the Original Seller's estate in the event of
the filing of a bankruptcy petition by or against the Original Seller under any
bankruptcy law.

     This Assignment is made pursuant to and upon the representations,
warranties and agreements on the part of the undersigned contained in the
Pooling and Servicing Agreement and is to be governed by the Pooling and
Servicing Agreement.

     Capitalized terms used herein and not otherwise defined shall have the
meaning assigned to them in the Pooling and Servicing Agreement.

                                    * * * * *

<PAGE>
     IN WITNESS WHEREOF, the undersigned has caused this Assignment to be duly
executed as of _____________.

                               ________________________________________


                               By:  ___________________________________
                                    Name:
                                    Title:

<PAGE>
                                                                       EXHIBIT C

                    FORM OF ASSIGNMENT FOR EACH ADDITION DATE

     For value received, in accordance with the Pooling and Servicing Agreement,
dated as of _____________ (the "Pooling and Servicing Agreement"), between
______________________, a [STATE/ENTITY] ("the Original Seller"), and Asset
Backed Securities Corporation, a Delaware corporation (the "Purchaser"), the
Original Seller does hereby sell, assign, transfer and otherwise convey unto the
Purchaser, without recourse, with respect to the Additional Accounts to which
this Assignment relates, all of its right, title and interest in, to and under
all of the Eligible Receivables as of the close of business on the related
Additional Cut-Off Date in such Additional Accounts and, so long as each such
Account is included in the Pool of Accounts, all Eligible Receivables created or
deemed created thereunder on each Receivables Purchase Date and all monies due
or to become due thereon after such Additional Cut-Off Date or such Receivables
Purchase Date, as appropriate, all Collateral Security with respect thereto and
all amounts received with respect thereto and all proceeds thereof (including
"proceeds" as defined in Section 9-306 of the UCC and Recoveries).

     The foregoing sale, transfer, assignment and conveyance and any sales,
transfers, assignments and conveyances subsequent to the date hereof do not
constitute, and are not intended to result in, the creation or an assumption by
the Purchaser of any obligation of the Servicer, the Original Seller (if the
Original Seller is not the Servicer), ______________ or any other Person in
connection with the Accounts, the Receivables or under any agreement or
instrument relating thereto, including any obligation to any Dealers.

     It is the intention of the Original Seller and the Purchaser that the
transfers and assignments contemplated by this Assignment, including transfers
and assignments subsequent to the date hereof, shall constitute a sale of the
property described herein and in the Pooling and Servicing Agreement from the
Original Seller to the Purchaser and the beneficial interest in and title to
such property shall not be part of the Original Seller's estate in the event of
the filing of a bankruptcy petition by or against the Original Seller under any
bankruptcy law.

     This Assignment is made pursuant to and upon the representations,
warranties and agreements on the part of the undersigned contained in the
Pooling and Servicing Agreement and is to be governed by the Pooling and
Servicing Agreement.

     Capitalized terms used herein and not otherwise defined shall have the
meaning assigned to them in the Pooling and Servicing Agreement.

                                    * * * * *

<PAGE>

     IN WITNESS WHEREOF, the undersigned has caused this Assignment to be duly
executed as of _____________ __,____.


                               ________________________________________


                               By:  ___________________________________
                                    Name:
                                    Title:

<PAGE>
                                                                       EXHIBIT D


                           FORM OF OPINION OF COUNSEL
                      WITH RESPECT TO ADDITION OF ACCOUNTS


     Provision to be Included in Opinion of Counsel Delivered Pursuant to
Section 2.03(b)(viii) of the Pooling and Servicing Agreement

     The opinion set forth below may be subject to standard qualifications,
assumptions, limitations and exceptions.

     The Assignment delivered on the Addition Date has been duly authorized,
executed and delivered by ____, and constitutes the valid and legally binding
obligation of ____, enforceable against ____ in accordance with its terms.

                                     PART I

     For ease of reference, capitalized terms defined herein have been
consolidated with and are contained in Appendix A to the Trust Sale and
Servicing Agreement of even date herewith among the Original Seller, Asset
Backed Securities Corporation and ________________________.

                                     PART II

     For ease of reference, the rules of construction have been consolidated
with and are contained in Part II of Appendix A to the Trust Sale and Servicing
Agreement of even date herewith among the Original Seller, Asset Backed
Securities Corporation and ____________________________________.

                                    PART III

     For ease of reference, the notice address and procedures have been
consolidated with and are contained in Part II of Appendix B to the Trust Sale
and Servicing Agreement of even date herewith among the Original Seller, Asset
Backed Securities Corporation and
_______________________________________________.