EXHIBIT 4.3.1

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                            ADMINISTRATION AGREEMENT


                                      AMONG


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                                     ISSUER

                                       AND


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                                  ADMINISTRATOR


                                       AND


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                                INDENTURE TRUSTEE




                        DATED AS OF ____________________





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     THIS ADMINISTRATION AGREEMENT is made as of _________, among
______________________, a Delaware business trust (the "Issuer"),
______________________, a Delaware corporation, as administrator (the
"Administrator"), and____________________, a New York banking corporation, not
in its individual capacity but solely as Indenture Trustee (the "Indenture
Trustee").

                                   WITNESSETH:

     WHEREAS, the Issuer is issuing the ____ Term Notes and the ______ Revolving
Note on the date hereof and may in the future issue additional Notes, in each
case pursuant to the Indenture between the Issuer and the Indenture Trustee;

     WHEREAS, the Issuer is issuing on the date hereof the ______ Certificates,
and may in the future issue additional Certificates, in each case pursuant to
the Trust Agreement;

     WHEREAS, the Issuer has entered into (or assumed) certain agreements in
connection with the issuance of the Notes and the Certificates, including (i)
the Trust Sale and Servicing Agreement, (ii) the Depository Agreement and (iii)
the Indenture;

     WHEREAS, pursuant to the Basic Documents, the Issuer and_________________,
as Owner Trustee, are required to perform certain duties in connection with (i)
the Notes, (ii) the Collateral and (iii) the Certificates;

     WHEREAS, the Issuer and the Owner Trustee desire to have the Administrator
perform certain of the duties of the Issuer and the Owner Trustee referred to in
the preceding clause, and to provide such additional services consistent with
the terms of this Agreement and the Basic Documents as the Issuer and the Owner
Trustee may from time to time request; and

     WHEREAS, the Administrator has the capacity to provide the services
required hereby and is willing to perform such services for the Issuer and the
Owner Trustee on the terms set forth herein.

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

     1. CERTAIN DEFINITIONS. Certain capitalized terms used in this Agreement
are defined in and shall have the respective meanings assigned to them in Part I
of Appendix A to the Trust Sale and Servicing Agreement dated as of
______________ among the Issuer, the Seller and ___________________, as Servicer
(the "Trust Sale and Servicing Agreement"). All references herein to "the
Agreement" or "this Agreement" are to this Administration Agreement, as it may
be amended, supplemented or modified from time to time, and all references
herein to Sections are to Sections 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.

     2. DUTIES OF THE ADMINISTRATOR.

     (a) Duties with Respect to the Depository Agreement and the Indenture.

          (i) The Administrator agrees to perform all its duties as
     Administrator and the duties of the Issuer under the Indenture and the
     Depository Agreement. In addition, the Administrator shall consult with the
     Owner Trustee regarding the duties of the Issuer under the Indenture and
     the Depository Agreement. The Administrator shall monitor the performance
     of the Issuer and shall advise the Owner Trustee when action is necessary
     to comply with the Issuer's duties under the Indenture and the Depository
     Agreement. The Administrator shall prepare for execution by the Issuer or
     shall cause the preparation by other appropriate persons of all such
     documents, reports, filings, instruments, certificates, notices and
     opinions as it shall be the duty of the Issuer to prepare, file or deliver
     pursuant to the Indenture and the Depository Agreement. In furtherance of
     the foregoing, the Administrator shall take all appropriate action that it
     is the duty of the Issuer to take pursuant to the Indenture including,
     without limitation, such of the foregoing as are required with respect to
     the following matters under the Indenture (references are to sections of
     the Indenture):

               (A) the preparation of (or obtaining of) the documents and
          instruments required for issuance of the Notes (if not prepared or
          obtained by the Issuer), including the Officer's Issuance Certificate
          and Opinion of Counsel to be delivered in connection with the issuance
          of each series of Notes, the coordination with the holders of the
          Revolving Notes of all borrowings under the Revolving Notes and all
          matters relating to such borrowings, and the preparation of (or
          obtaining of) the documents and instruments required for
          authentication of the Notes and delivery of the same to the Indenture
          Trustee (Section 2.1);

               (B) the duty to cause the Note Register to be kept and to give
          the Indenture Trustee notice of any appointment of a new Note
          Registrar and the location, or change in location, of the Note
          Register (Section 2.4);

               (C) the notification of the Noteholders of each series of the
          final principal payment on their Notes (Section 2.7(c));

               (D) the preparation, obtaining or filing of the instruments,
          opinions and certificates and other documents required for the release
          of Collateral (Section 2.9);

               (E) the preparation of Definitive Term Notes and arranging the
          delivery thereof (Section 2.12);

               (F) the maintenance of an office in the Borough of Manhattan, the
          City of New York, for registration of transfer or exchange of Notes
          (Section 3.2);

               (G) the duty to cause newly appointed Paying Agents, if any, to
          deliver to the Indenture Trustee the instrument specified in the
          Indenture regarding funds held in trust (Section 3.3);

               (H) the direction to the Indenture Trustee to deposit monies with
          Paying Agents, if any, other than the Indenture Trustee (Section 3.3);

               (I) the obtaining and preservation of the Issuer's qualification
          to do business in each jurisdiction in which such qualification is or
          shall be necessary to protect the validity and enforceability of the
          Indenture, the Notes, the Collateral and each other instrument and
          agreement included in the Trust Estate (Section 3.4);

               (J) the preparation of all supplements, amendments, financing
          statements, continuation statements, assignments, certificates,
          instruments of further assurance and other instruments, in accordance
          with Section 3.5 of the Indenture, necessary to protect the Trust
          Estate (Section 3.5);

               (K) the delivery of the Opinion of Counsel on the Initial Closing
          Date, in accordance with Section 3.6 of the Indenture, as to the Trust
          Estate, and the annual delivery of the Officers' Certificate, in
          accordance with Section 3.9 of the Indenture, as to compliance with
          the Indenture (Sections 3.6 and 3.9);

               (L) the identification to the Indenture Trustee in an Officers'
          Certificate of a Person with whom the Issuer has contracted to perform
          its duties under the Indenture (Section 3.7(b));

               (M) the notification of the Indenture Trustee and the Rating
          Agencies of a Servicing Default under the Trust Sale and Servicing
          Agreement and, if such Servicing Default arises from the failure of
          the Servicer to perform any of its duties under the Trust Sale and
          Servicing Agreement or the Pooling and Servicing Agreement, the taking
          of all reasonable steps available to remedy such failure (Section
          3.7(d));

               (N) the preparation and obtaining of documents and instruments
          required for the release of the Issuer from its obligations under the
          Indenture (Section 3.11(b));

               (O) the delivery of notice to the Indenture Trustee and the
          Rating Agencies of each Event of Default under the Indenture, each
          Servicing Default, any Insolvency Event with respect to the Seller,
          each default on the part of the Seller or the Servicer of their
          respective obligations under the Trust Sale and Servicing Agreement
          and each default on the part of the Original Seller or the Servicer of
          their respective obligations under the Pooling and Servicing Agreement
          (Section 3.19);

               (P) the monitoring of the Issuer's obligations as to the
          satisfaction and discharge of the Indenture, the preparation of an
          Officers' Certificate, the obtaining of the Opinion of Counsel and, if
          necessary, an Independent Certificate relating thereto (Section 4.1);

               (Q) the compliance with any written directive of the Indenture
          Trustee with respect to the sale of the Trust Estate in a commercially
          reasonable manner if an Event of Default shall have occurred and be
          continuing (Section 5.4(a));

               (R) the preparation of any written instruments required to
          confirm more fully the authority of any co-trustee or separate trustee
          and any written instruments necessary in connection with the
          resignation or removal of any co-trustee or separate trustee (Sections
          6.8 and 6.10);

               (S) the furnishing of the Indenture Trustee with the names and
          addresses of Noteholders during any period when the Indenture Trustee
          is not the Note Registrar (Section 7.1);

               (T) the preparation and, after execution by the Issuer, the
          filing with the Commission, any applicable state agencies and the
          Indenture Trustee of documents required to be filed on a periodic
          basis with, and summaries thereof as may be required by rules and
          regulations prescribed by, the Commission and any applicable state
          agencies and the transmission of such summaries, as necessary, to the
          Noteholders (Section 7.3);

               (U) the notification of the Indenture Trustee of the listing or
          delisting of the Notes of any series on any stock exchange, if and
          when such Notes are so listed or delisted (Section 7.4(a));

               (V) the opening of one or more accounts in the Issuer's name, the
          preparation of Issuer Orders, Officer's Certificates and Opinions of
          Counsel and all other actions necessary with respect to investment and
          reinvestment of funds in the Designated Accounts (Sections 8.2 and
          8.3);

               (W) the preparation of an Issuer Request and Officer's
          Certificate and the obtaining of an Opinion of Counsel and Independent
          Certificates, if necessary, for the release of the Trust Estate
          (Sections 8.4 and 8.5);

               (X) the preparation of Issuer Orders and the obtaining of
          Opinions of Counsel with respect to the execution of supplemental
          indentures and the mailing to the Noteholders of notices with respect
          to such supplemental indentures (Sections 9.1, 9.2 and 9.3);

               (Y) the preparation and execution of new Notes conforming to any
          supplemental indenture (Section 9.6);

               (Z) the notification of Noteholders and the Rating Agencies of
          the redemption of any Notes subject to redemption or the duty to cause
          the Indenture Trustee to provide such notification (Sections 10.1 and
          10.2);

               (AA) the preparation of all Officer's Certificates, Opinions of
          Counsel and Independent Certificates, if necessary, with respect to
          any requests by the Issuer to the Indenture Trustee to take any action
          under the Indenture (Section 11.1(a));

               (BB) the preparation and delivery of Officers' Certificates and
          the obtaining of Independent Certificates, if necessary, for the
          release of property from the lien of the Indenture (Section 11.1(b));

               (CC) the notification of the Rating Agencies, upon the failure of
          the Indenture Trustee to give such notification, of the information
          required pursuant to Section 11.4 (Section 11.4);

               (DD) the preparation and delivery to Noteholders and the
          Indenture Trustee of any agreements with respect to alternate payment
          and notice provisions (Section 11.6); and

               (EE) the recording of the Indenture, if applicable, and the
          obtaining of an Opinion of Counsel as required pursuant to Section
          11.15 (Section 11.15).

          (ii) The Administrator will perform those payment and indemnity
     obligations of the Servicer under Section 3.02 of the Pooling and Servicing
     Agreement and Section 7.1 of the Trust Sale and Servicing Agreement in the
     event that the Servicer fails to perform such obligations.

     (b)  Additional Duties.

          (i) In addition to the duties of the Administrator set forth above,
     the Administrator shall perform such calculations and shall prepare for
     execution by the Issuer or the Owner Trustee or shall cause the preparation
     by other appropriate Persons of all such documents, reports, filings,
     instruments, certificates, notices and opinions as it shall be the duty of
     the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the
     Basic Documents, and at the request of the Owner Trustee shall take all
     appropriate action that it is the duty of the Issuer or the Owner Trustee
     to take pursuant to the Basic Documents. Subject to Section 7 of this
     Agreement, and in accordance with the directions of the Owner Trustee, the
     Administrator shall administer, perform or supervise the performance of
     such other activities in connection with the Collateral (including the
     Basic Documents) as are not covered by any of the foregoing provisions and
     as are expressly requested by the Owner Trustee and are reasonably within
     the capability of the Administrator.

          (ii) The Administrator shall perform the duties of the Administrator
     specified in Section 6.10 of the Trust Agreement required to be performed
     in connection with the resignation or removal of the Owner Trustee, and any
     other duties expressly required to be performed by the Administrator under
     the Trust Agreement.

          (iii) In carrying out the foregoing duties or any of its other
     obligations under this Agreement, the Administrator may enter into
     transactions with or otherwise deal with any of its Affiliates; provided,
     however, that the terms of any such transactions or dealings shall be in
     accordance with any directions received from the Issuer and shall be, in
     the Administrator's opinion, no less favorable to the Issuer than would be
     available from Persons that are not Affiliates of the Administrator.

     (c) Non-Ministerial Matters.

          (i) With respect to matters that in the reasonable judgment of the
     Administrator are non-ministerial, the Administrator shall not take any
     action unless, within a reasonable time before the taking of such action,
     the Administrator shall have notified the Owner Trustee of the proposed
     action and the Owner Trustee shall not have withheld consent or provided an
     alternative direction. For the purpose of the preceding sentence,
     "non-ministerial matters" shall include, without limitation:

               (A) the amendment of or any supplement to the Indenture (other
          than pursuant to or in connection with an Officer's Issuance
          Certificate);

               (B) the initiation of any claim or lawsuit by the Issuer and the
          compromise of any action, claim or lawsuit brought by or against the
          Issuer;

               (C) the amendment, change or modification of any of the Basic
          Documents;

               (D) the appointment of successor Note Registrars, successor
          Paying Agents and successor Indenture Trustees pursuant to the
          Indenture or the appointment of successor Administrators or successor
          Servicers, or the consent to the assignment by the Note Registrar,
          Paying Agent or Indenture Trustee of its obligations under the
          Indenture; and

               (E) the removal of the Indenture Trustee.

          (ii) Notwithstanding anything to the contrary in this Agreement, the
     Administrator shall not be obligated to, and shall not, (x) make any
     payments to the Noteholders under the Basic Documents, (y) except as
     provided in Section 2(a)(i)(Q) hereof, sell the Trust Estate pursuant to
     Section 5.4 of the Indenture or (z) take any other action that the Issuer
     directs the Administrator not to take on its behalf.

     3. Successor Servicer and Administrator. The Issuer shall undertake, as
promptly as possible after the giving of notice of termination to the Servicer
of the Servicer's rights and powers pursuant to Section 8.2 of the Trust Sale
and Servicing Agreement, to enforce the provisions of Sections 8.2, 8.3 and 8.4
of the Trust Sale and Servicing Agreement with respect to the appointment of a
successor Servicer. Such successor Servicer shall, upon compliance with Sections
10(e)(ii) and (iii), become the successor Administrator hereunder.

     4. Records. The Administrator shall maintain appropriate books of account
and records relating to services performed hereunder, which books of account and
records shall be accessible for inspection by the Issuer and the Seller at any
time during normal business hours.

     5. Compensation. As compensation for the performance of the Administrator's
obligations under this Agreement and as reimbursement for its expenses related
thereto, the Servicer shall pay the Administrator a monthly fee in the amount of
$________.

     6. Additional Information To Be Furnished to the Issuer. The Administrator
shall furnish to the Issuer from time to time such additional information
regarding the Collateral as the Issuer shall reasonably request.

     7. Independence of the Administrator. For all purposes of this Agreement,
the Administrator shall be an independent contractor and shall not be subject to
the supervision of the Issuer or the Owner Trustee with respect to the manner in
which it accomplishes the performance of its obligations hereunder. Unless
expressly authorized by the Issuer, the Administrator shall have no authority to
represent the Issuer or the Owner Trustee in any way and shall not otherwise be
deemed an agent of the Issuer or the Owner Trustee.

     8. No Joint Venture. Nothing contained in this Agreement (a) shall
constitute the Administrator and either of the Issuer or the Owner Trustee as
members of any partnership, joint venture, association, syndicate,
unincorporated business or other separate entity, (b) shall be construed to
impose any liability as such on any of them or (c) shall be deemed to confer on
any of them any express, implied or apparent authority to incur any obligation
or liability on behalf of the others.

     9. Other Activities of Administrator. Nothing herein shall prevent the
Administrator or its Affiliates from engaging in other businesses or, in its
sole discretion, from acting in a similar capacity as an administrator for any
other Person or entity even though such Person or entity may engage in business
activities similar to those of the Issuer, the Owner Trustee or the Indenture
Trustee.

     10. Term of Agreement; Resignation and Removal of Administrator.

     (a) This Agreement shall continue in force until the dissolution of the
Issuer, upon which event this Agreement shall automatically terminate.

     (b) Subject to Section 10(e), the Administrator may resign its duties
hereunder by providing the Issuer with at least 60 days' prior written notice.

     (c) Subject to Section 10(e), the Issuer may remove the Administrator
without cause by providing the Administrator with at least 60 days' prior
written notice.

     (d) Subject to Section 10(e), at the sole option of the Issuer, the
Administrator may be removed immediately upon written notice of termination from
the Issuer to the Administrator if any of the following events shall occur:

          (i) the Administrator shall default in the performance of any of its
     duties under this Agreement and, after notice from the Issuer of such
     default, shall not cure such default within ten days (or, if such default
     cannot be cured in such time, shall not give within ten days such assurance
     of cure as shall be reasonably satisfactory to the Issuer); (ii) a court
     having jurisdiction in the premises shall enter a decree or order for
     relief, and such decree or order shall not have been vacated within 60
     days, in respect of the Administrator in any involuntary case under any
     applicable bankruptcy, insolvency or other similar law now or hereafter in
     effect or appoint a receiver, liquidator, assignee, custodian, trustee,
     sequestrator or similar official for the Administrator or any substantial
     part of its property or order the winding-up or liquidation of its affairs;
     or

          (ii) the Administrator shall commence a voluntary case under any
     applicable bankruptcy, insolvency or other similar law now or hereafter in
     effect, shall consent to the entry of an order for relief in an involuntary
     case under any such law, or shall consent to the appointment of a receiver,
     liquidator, assignee, trustee, custodian, sequestrator or similar official
     for the Administrator or any substantial part of its property, shall
     consent to the taking of possession by any such official of any substantial
     part of its property, shall make any general assignment for the benefit of
     creditors or shall fail generally to pay its debts as they become due.

          The Administrator agrees that if any of the events specified in
     clauses (ii) or (iii) of this Section 10(d) shall occur, it shall give
     written notice thereof to the Issuer and the Indenture Trustee within seven
     days after the happening of such event.

     (e) No resignation or removal of the Administrator pursuant to this Section
10 shall be effective until (i) a successor Administrator shall have been
appointed by the Issuer, (ii) such successor Administrator shall have agreed in
writing to be bound by the terms of this Agreement in the same manner as the
Administrator is bound hereunder, and (iii) the Rating Agency Condition has been
satisfied with respect to such proposed appointment.

     11. Action upon Termination, Resignation or Removal. Promptly upon the
effective date of termination of this Agreement pursuant to Section 10(a) or the
resignation or removal of the Administrator pursuant to Section 10(b) or (c),
respectively, the Administrator shall be entitled to be paid all fees and
reimbursable expenses accruing to it to the effective date of such termination,
resignation or removal. The Administrator shall forthwith upon such termination
pursuant to Section 10(a) deliver to the Issuer all property and documents of or
relating to the Collateral then in the custody of the Administrator. In the
event of the resignation or removal of the Administrator pursuant to Section
10(b) or (c), respectively, the Administrator shall cooperate with the Issuer
and take all reasonable steps requested to assist the Issuer in making an
orderly transfer of the duties of the Administrator.

     12. Notices. All demands, notices and communications upon or to the Issuer,
the Owner Trustee, the Administrator or the Indenture Trustee shall be delivered
as specified in Appendix B of the Trust Sale and Servicing Agreement.

     13. Amendments.

     (a) This Agreement may be amended from time to time with prior notice to
the Rating Agencies by a written amendment duly executed and delivered by the
Issuer, the Administrator and the Indenture Trustee, with the written consent of
the Owner Trustee, without the consent of the Noteholders or the
Certificateholders, for any of the following purposes:

          (i) to add provisions hereof for the benefit of the Noteholders and
     Certificateholders or to surrender any right or power herein conferred upon
     the Administrator;

          (ii) to cure any ambiguity or to correct or supplement any provision
     herein which may be inconsistent with any other provision herein;

          (iii) to evidence and provide for the appointment of a successor
     Administrator hereunder and to add to or change any of the provisions of
     this Agreement as shall be necessary to facilitate such succession; and

          (iv) to add any provisions to or change in any manner or eliminate any
     of the provisions of this Agreement or modify in any manner the rights of
     the Noteholders or Certificateholders; provided, however, that such
     amendment under this Section 13(a)(iv) shall not, as evidenced by an
     Opinion of Counsel, materially and adversely affect in any material respect
     the interest of any Noteholder or Certificateholder.

     (b) This Agreement may also be amended by the Issuer, the Administrator and
the Indenture Trustee with prior notice to the Rating Agencies and with the
written consent of the Owner Trustee, the Holders of Notes evidencing at least a
majority in the Outstanding Amount of the Notes as of the close of the
immediately preceding Distribution Date, the Holders of Certificates evidencing
at least a majority of the Voting Interests as of the close of the preceding
Distribution Date for the purpose of adding any provisions to, changing in any
manner or eliminating any of the provisions of this Agreement or modifying in
any manner the rights of Noteholders or the Certificateholders; provided,
however, that no such amendment may (i) increase or reduce in any manner the
amount of, or accelerate or delay the timing of, Collections on the Receivables
held by the Trust or payments or distributions that are required to be made for
the benefit of the Noteholders or Certificateholders (it being understood that
the issuance of any Securities and the specification of the terms and provisions
thereof pursuant to an Officer's Issuance Certificate (in the case of Notes) or
a Certificate Issuance Order (in the case of Certificates) shall not be deemed
to have such effect for purposes hereof), (ii) reduce the percentage of the
Holders of Notes and Certificates which are required to consent to any amendment
of this Agreement or (iii) modify or alter any provision of this Section 13,
except to provide that certain additional provisions of this Agreement and the
Basic Documents cannot be modified or waived without the consent of each
Noteholder and Certificateholder affected thereby, without, in any such case,
the consent of the Holders of all the outstanding Notes and Certificates.

     (c) Notwithstanding Sections 13(a) and (b), the Administrator may not amend
this Agreement without the permission of the Seller, which permission shall not
be unreasonably withheld.

     14. Successors and Assigns. This Agreement may not be assigned by the
Administrator unless such assignment is previously consented to in writing by
the Issuer and the Owner Trustee and subject to the satisfaction of the Rating
Agency Condition for each then outstanding series of Notes in respect thereof.
An assignment with such consent and satisfaction, if accepted by the assignee,
shall bind the assignee hereunder in the same manner as the Administrator is
bound hereunder. Notwithstanding the foregoing, this Agreement may be assigned
by the Administrator without the consent of the Issuer or the Owner Trustee to a
corporation or other organization that is a successor (by merger, consolidation
or purchase of assets) to the Administrator, provided that such successor
organization executes and delivers to the Issuer, the Owner Trustee and the
Indenture Trustee an agreement in which such corporation or other organization
agrees to be bound hereunder by the terms of such assignment in the same manner
as the Administrator is bound hereunder. Subject to the foregoing, this
Agreement shall bind any successors or assigns of the parties hereto.

     15. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     16. Headings. The section headings hereof have been inserted for
convenience of reference only and shall not define or limit any of the terms or
provisions hereof.

     17. Separate Counterparts, This Agreement may be executed by the parties 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.

     18. 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 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 the Certificates
or the rights of the Holders thereof.

     19. Not Applicable to ____________________ in Other Capacities. Nothing in
this Agreement shall affect any obligation ____________________________ may have
in any other capacity.

     20. Limitation of Liability of Owner Trustee and Indenture Trustee.

     (a) Notwithstanding anything contained herein to the contrary, this
instrument has been executed by _____________________, not in its individual
capacity but solely as Owner Trustee and in no event shall ___________________
have any liability for the representations, warranties, covenants, agreements or
other obligations of the Issuer hereunder or in any of the certificates, notices
or agreements delivered pursuant hereto, as to all of which recourse shall be
had solely to the assets of the Issuer. For all purposes of this Agreement, in
the performance of any duties or obligations of the Issuer hereunder, the Owner
Trustee shall be subject to, and entitled to the benefits of, the terms and
provisions of Article VI of the Trust Agreement.

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

     21. Third-Party Beneficiary. The Owner Trustee is a third-party beneficiary
to this Agreement and is entitled to the rights and benefits hereunder and may
enforce the provisions hereof as if it were a party hereto.

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

                                    ___________________________________________

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


                                    By: _______________________________________
                                        Name:
                                        Title:


                                    ______________________________, as Indenture
                                     Trustee

                                    By: _______________________, not in its
                                        individual capacity, but solely as
                                        Indenture Trustee


                                    By: _______________________________________
                                        Name:
                                        Title:


                                    _________________________________________,
                                    as Administrator


                                    By: _______________________________________
                                        Name:
                                        Title: