EXHIBIT 4.4.2





                                 TRUST AGREEMENT


                                     BETWEEN


                              ACE SECURITIES CORP.
                                     SELLER


                                       AND



                                  OWNER TRUSTEE






                                DATED AS OF ______, 20__



<PAGE>


                                TABLE OF CONTENTS

              ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE

1.1      Definitions.......................................................5

                             ARTICLE II ORGANIZATION

2.1      Name..............................................................5
2.2      Office............................................................5
2.3      Purposes and Powers...............................................5
2.4      Appointment of Owner Trustee......................................6
2.5      Initial Capital Contribution of Owner Trust Estate................6
2.6      Declaration of Trust..............................................6
2.7      Liability of the Certificate Owners...............................7
2.8      Title to Trust Property...........................................7
2.9      Situs of Trust....................................................7
2.10     Representations and Warranties of the Seller......................7
2.11     Tax Treatment.....................................................8

                          ARTICLE III THE CERTIFICATES

3.1      [Intentionally Omitted]...........................................8
3.2      Form of the Certificates..........................................8
3.3      Execution, Authentication and Delivery............................9
3.4      Registration; Registration of Transfer and Exchange of
         Certificates......................................................10
3.5      Mutilated, Destroyed, Lost or Stolen Certificates.................11
3.6      Persons Deemed Certificateholders.................................12
3.7      Access to List of Certificateholders' Names and Addresses.........12
3.8      Maintenance of Corporate Trust Office.............................12
3.9      Appointment of Paying Agent.......................................13
3.10     Certificates Issued to Seller.....................................13
3.11     Book Entry Certificates...........................................13
3.12     Notices to Clearing Agency........................................14
3.14     Seller as Certificateholder.......................................15

                       ARTICLE IV ACTIONS BY OWNER TRUSTEE

4.1      Prior Notice to Certificateholders with Respect to
         Certain Matters...................................................15
4.2      Action by Certificateholders with Respect to Certain Matters......16
4.3      Action by Certificateholders with Respect to Bankruptcy...........16
4.4      Restrictions on Certificateholders' Power.........................16

              ARTICLE V APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

5.1      Establishment of Certificate Distribution Account.................17
5.2      Application of Trust Funds........................................17
5.3      Method of Payment.................................................18
5.4      Accounting and Reports to the Certificateholders, the
         Internal Revenue Service and Others...............................19
5.5      Signature on Returns; Tax Matters Partner.........................19

                          ARTICLE VI THE OWNER TRUSTEE

6.1      Duties of Owner Trustee...........................................19
6.2      Rights of Owner Trustee...........................................20
6.3      Acceptance of Trusts and Duties...................................20
6.4      Action upon Instruction by Certificateholders.....................22
6.5      Furnishing of Documents...........................................23
6.6      Representations and Warranties of Owner Trustee...................23
6.7      Reliance; Advice of Counsel.......................................24
6.8      Owner Trustee May Own Certificates and Notes......................24
6.9      Compensation and Indemnity........................................24
6.10     Replacement of Owner Trustee......................................25
6.11     Merger or Consolidation of Owner Trustee..........................26
6.12     Appointment of Co-Trustee or Separate Trustee.....................26
6.13     Eligibility Requirements for Owner Trustee........................27

                   ARTICLE VII TERMINATION OF TRUST AGREEMENT

7.1      Termination of Trust Agreement....................................28
7.2      [Reserved]........................................................30

                             ARTICLE VIII AMENDMENTS

8.1      Amendments Without Consent of Securityholders.....................30
8.2      Amendments With Consent of Certificateholders and Noteholders.....30
8.3      Form of Amendments................................................31

                            ARTICLE IX MISCELLANEOUS

9.1      No Legal Title to Owner Trust Estate..............................32
9.2      Limitations on Rights of Others...................................32
9.3      Derivative Actions................................................32
9.4      Notices...........................................................32
9.5      Severability of Provisions........................................33
9.6      Counterparts......................................................33
9.7      Successors and Assigns............................................33
9.8      No Petition Covenants.............................................33
9.9      No Recourse.......................................................33
9.10     Headings..........................................................34
9.11     GOVERNING LAW.....................................................34
9.12     Certificate Transfer Restrictions.................................34
9.13     Indemnification by and Reimbursement of the Servicer..............35

                                    EXHIBITS

Exhibit A      Form of Certificate
Exhibit B      Form of Certificate of Trust
Exhibit C      Form of Undertaking Letter
Exhibit D      Form of Investor Letter
Exhibit E      Form of Certificate Depository Agreement




<PAGE>


                  THIS TRUST AGREEMENT, dated as of __________, 20__, between


          ACE Securities Corp., a Delaware corporation, as Seller, and

          _____________________ as Owner Trustee.

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

                                    ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

          SECTION 1.1 Definitions. Certain capitalized terms used in this
Agreement shall have the respective meanings assigned to them in Part I of
Appendix A to the Trust Sale and Servicing Agreement of even date herewith,
among the Seller, the Servicer and the Trust (the "Trust Sale and Servicing
Agreement"). All references herein to "the Agreement" or "this Agreement" are to
the Trust Agreement as it may be amended and supplemented from time to time, and
all references herein to Articles, Sections and subsections are to Articles,
Sections and subsections of this Agreement unless otherwise specified. The rules
of construction set forth in Part II of such Appendix shall be applicable to
this Agreement.

                                   ARTICLE II
                                  ORGANIZATION

          SECTION 2.1 Name. The Trust created hereby shall be known as "
__________" in which name the Owner Trustee may conduct the business of the
Trust, make and execute contracts and other instruments on behalf of the Trust
and sue and be sued on behalf of the Trust.

          SECTION 2.2 Office. The office of the Trust shall be in care of the
Owner Trustee at the Corporate Trust Office or at such other address in [state]
as the Owner Trustee may designate by written notice to the Certificate Owners
and the Seller.

          SECTION 2.3 Purposes and Powers. (a) The purpose of the Trust is, and
the Trust shall have the power and authority, to engage in the following
activities:

                    (i) to acquire, manage and hold the Receivables to be
          transferred to the Trust from time to time pursuant to the Trust Sale
          and Servicing Agreement;

                    (ii) to issue and sell the Notes pursuant to the Indenture
          or to another indenture, note purchase agreement or similar agreement
          and the Certificates pursuant to this Agreement, and to sell, transfer
          or exchange the Notes and the Certificates;

                    (iii) to acquire property and assets from the Seller
          pursuant to the Trust Sale and Servicing Agreement, to make payments
          or distributions on the Securities, to make withdrawals from the
          Reserve Fund and other accounts established pursuant to the Basic
          Documents and to pay the organizational, start-up and transactional
          expenses of the Trust;

                    (iv) to establish, acquire, hold and terminate liquidity,
          credit and other enhancement arrangements, including each basis swap
          and other Specified Support Arrangement from time to time, and perform
          its obligations thereunder;

                    (v) to assign, grant, transfer, pledge, mortgage and convey
          the Trust Estate pursuant to the terms of the Indenture and to hold,
          manage and distribute to the Certificate Owners pursuant to the terms
          of this Agreement and the Trust Sale and Servicing Agreement any
          portion of the Trust Estate released from the lien of, and remitted to
          the Trust pursuant to, the Indenture;

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

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

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

          The Trust shall not engage in any activity other than in connection
with the foregoing or other than as required or authorized by the terms of this
Agreement or the Basic Documents.

          SECTION 2.4 Appointment of Owner Trustee. The Seller hereby appoints
the Owner Trustee as trustee of the Trust effective as of the date hereof, to
have all the rights, powers and duties set forth herein.

          SECTION 2.5 Initial Capital Contribution of Owner Trust Estate. The
Seller hereby sells, assigns, transfers, conveys and sets over to the Owner
Trustee, as of the date hereof, the sum of $1. The Owner Trustee hereby
acknowledges receipt in trust from the Seller, as of the date hereof, of the
foregoing contribution, which shall constitute the initial Owner Trust Estate
and shall be deposited in the Certificate Distribution Account. The Seller shall
pay organizational expenses of the Trust as they may arise or shall, upon the
request of the Owner Trustee, promptly reimburse the Owner Trustee for any such
expenses paid by the Owner Trustee.

          SECTION 2.6 Declaration of Trust. The Owner Trustee hereby declares
that it shall hold the Owner Trust Estate in trust upon and subject to the
conditions and obligations set forth herein and in the Trust Sale and Servicing
Agreement for the use and benefit of the Certificate Owners, subject to the
obligations of the Trust under the Basic Documents. It is the intention of the
parties hereto that the Trust constitute a business trust under the Business
Trust Statute, that this Agreement constitute the governing instrument of such
business trust and that the Certificates represent the equity interests therein.
The rights of the Certificateholders shall be determined as set forth herein and
in the Business Trust Statute and the relationship between the parties created
by this Agreement shall not constitute indebtedness. The parties hereto agree
that, unless otherwise required by appropriate taxing authorities, the Trust
shall file or cause to be filed annual or other necessary returns, reports and
other forms consistent with the characterization of the Trust as a partnership
for such tax purposes. Effective as of the date hereof, the Owner Trustee shall
have all rights, powers and duties set forth in this Agreement, the Trust Sale
and Servicing Agreement and the Business Trust Statute with respect to
accomplishing the purposes of the Trust. The Owner Trustee agrees to file the
certificate required under ss. 3810 et seq. of the Business Trust Statute in
connection with the formation of the Trust as a business trust under the
Business Trust Statute.

          SECTION 2.7 Liability of the Certificate Owners. Certificateholders
and holders of beneficial interests in Certificates shall be entitled to the
same limitation of personal liability extended to stockholders of private
corporations for profit organized under the Delaware General Corporation Law.

          SECTION 2.8 Title to Trust Property. Legal title to all the Owner
Trust Estate shall be vested at all times in the Trust as a separate legal
entity except where applicable law in any jurisdiction requires title to any
part of the Owner Trust Estate to be vested in a trustee or trustees, in which
case title shall be deemed to be vested in the Owner Trustee, a co-trustee
and/or a separate trustee, as the case may be.

          SECTION 2.9 Situs of Trust. The Trust shall be located and
administered in the State of Delaware. All bank accounts maintained by the Owner
Trustee on behalf of the Trust shall be located in the State of Delaware or the
State of New York. The Trust shall not have any employees in any state other
than Delaware; provided, however, that nothing herein shall restrict or prohibit
the Owner Trustee from having employees within or without the State of Delaware.
Payments shall be received by the Trust only in Delaware or New York, payments
and distributions shall be made by the Trust only from Delaware or New York. The
only office of the Trust shall be the Corporate Trust Office in Delaware.

          SECTION 2.10 Representations and Warranties of the Seller. The Seller
hereby represents and warrants to the Owner Trustee that:

          (a) The Seller 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 Receivables contemplated to be transferred to the Trust pursuant to
the Trust Sale and Servicing Agreement.

          (b) The Seller is duly qualified to do business and, where necessary
is in good standing (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 qualifications,
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
the Basic Documents to which it is a party.

          (c) The 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 Seller by all necessary corporate action.

          (d) The execution of this Agreement and the consummation of the
transactions contemplated herein by the Seller and the fulfillment of the terms
of this Agreement by the 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 certificate of incorporation or by-laws of
the Seller, or any indenture, agreement, mortgage, deed of trust or other
instrument to which the 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 Seller's knowledge, any order, rule or regulation applicable
to the Seller of any Governmental Authority having jurisdiction over the Seller
or any of its properties.

          SECTION 2.11 Tax Treatment. The Seller and Owner Trustee, by entering
into this Agreement, and the Certificateholders and the Certificate Owners, by
acquiring any Certificate or interest in the Trust, (i) express their intention
that the Certificates shall qualify under applicable tax law as partnership
interests in a partnership, with the assets of the partnership held by the
Trust, (ii) unless otherwise required by appropriate taxing authorities, agree
to treat the Certificates as partnership interests for purposes of federal,
state and local income and franchise taxes, [state] single business tax and any
other taxes imposed upon, measured by or based upon gross or net income, and
(iii) agree that immediately upon there being more than one owner of
Certificates, Section 5.5 of this Agreement will become applicable.

                                   ARTICLE III
                                THE CERTIFICATES

          SECTION 3.1 [Intentionally Omitted].

          SECTION 3.2 Form of the Certificates.

          (a) The Certificates shall be issued in denominations of at least $
(or such other amount as the Seller may determine in order to prevent the Trust
from being treated as a "publicly traded partnership" under Section 7704 of the
Code, but in no event less than $ ). The Certificates shall represent the entire
beneficial interest in the Trust. The Certificates shall be executed on behalf
of the Trust by manual or facsimile signature of a Responsible Officer of the
Owner Trustee. Certificates bearing the manual or facsimile signatures of
individuals who were, at the time when such signatures shall have been affixed,
authorized to sign on behalf of the Trust, shall be duly issued, fully paid and
non-assessable beneficial interests in the Trust, notwithstanding that such
individuals or any of them shall have ceased to be so authorized prior to the
authentication and delivery of such Certificates or did not hold such offices at
the date of authentication and delivery of such Certificates.

          (b) The Definitive Certificates, if and when issued in accordance with
the terms applicable to the relevant class of Certificates, shall be
typewritten, printed, lithographed or engraved or produced by any combination of
these methods (with or without steel engraved borders) all as determined by the
officers executing such Certificates, as evidenced by their execution of such
Certificates.

          (c) The Certificates shall be issued in fully-registered form. The
Class ______ Certificates will be substantially in the form set forth in Exhibit
A to this Agreement. The Certificates of any other class will be substantially
in the form attached to the Certificate Issuance Order pursuant to which
Certificates of such other class are issued for the first time. The terms of any
Certificates as set forth in the form attached to this Agreement or a
Certificate Issuance Order, as the case may be, shall form part of this
Agreement.

          SECTION 3.3 Execution, Authentication and Delivery.

          (a) On the Initial Closing Date, concurrently with the initial sale,
transfer and assignment of Receivables to the Trust pursuant to the Trust Sale
and Servicing Agreement, the Owner Trustee shall cause Certificates with an
aggregate initial Certificate Balance equal to $ to be executed on behalf of the
Trust, authenticated and delivered to or upon the written order of the Seller,
signed by its chairman of the board, its president or any vice president,
without further corporate action by the Seller, in authorized denominations.
Such Certificates shall be designated as Floating Rate Asset Backed
Certificates, , and the Certificate Rate for such Certificates shall equal, with
respect to any Certificate Payment Date, the product of (i) a fraction, the
numerator of which is the number of days elapsed from and including the prior
Certificate Payment Date (or, in the case of the initial Certificate Payment
Date, from and including the Initial Closing Date) to but excluding such
Certificate Payment Date and the denominator of which is 360 and (ii) USD
Three-Month LIBOR plus % per annum. "Certificate Payment Date" for the
Certificates is the 15th day of each month, or if such day is not a Business
Day, the next succeeding Business Day.

          (b) From time to time after the Initial Closing Date, at the direction
of the Seller (a "Certificate Issuance Order"), and upon satisfaction of the
conditions set forth in Section 4.9 of the Trust Sale and Servicing Agreement,
the Owner Trustee shall cause additional Certificates of any class theretofore
issued, or Certificates of a new class, with an aggregate initial Certificate
Balance specified by the Seller, to be executed on behalf of the Trust,
authenticated and delivered to or upon the written order of the Seller, signed
by its chairman of the board, its president or any vice president, without
further corporate action by the Seller, in authorized denominations. All such
Certificates shall have the terms, provisions and rights specified in the
related Certificate Issuance Order for such class of Certificates, may have a
different Certificate Rate than the Certificates of any other class, and may be
issued in book entry form pursuant to Section 3.11 hereof. The Certificate Rate
for any such Certificates issued after the Initial Closing Date shall be set
forth in the related Certificate Issuance Order. The terms of any Certificates
as provided in a Certificate Issuance Order shall be considered terms of this
Agreement. Any Certificate Issuance Order issued pursuant to this Section shall
be considered a part of this Agreement.

          (c) No Certificate of any class shall entitle its holder to any
benefit under this Agreement, or shall be valid for any purpose, unless there
shall appear on such Certificate a certificate of authentication substantially
in the form set forth in Exhibit A, executed by the Owner Trustee or the Owner
Trustee's authenticating agent, by manual signature. Such authentication shall
constitute conclusive evidence that such Certificate shall have been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their authentication. [ ] is hereby appointed as the Owner Trustee's
authenticating agent.

          SECTION 3.4 Registration; Registration of Transfer and Exchange of
Certificates.

          (a) The Certificate Registrar shall keep or cause to be kept, at the
office or agency maintained pursuant to Section 3.8, a Certificate Register in
which, subject to such reasonable regulations as it may prescribe, the Owner
Trustee shall provide for the registration of Certificates and of transfers and
exchanges of Certificates as provided herein; provided, however, that no
Certificate may be subdivided upon transfer or exchange in a manner such that
the resulting Certificate if it had been sold in the original offering would
have had an initial offering price of less than $ (or such other amount as the
Seller may determine in order to prevent the Trust from being treated as a
"publicly traded partnership" under Section 7704 of the Code, but in no event
less than $ ) and any attempted transfer of a Certificate in contravention of
this restriction shall be void ab initio and the purported transferor shall
continue to be treated as the owner of such Certificate for all purposes. shall
be the initial Certificate Registrar. Upon any resignation of a Certificate
Registrar, the Owner Trustee shall promptly appoint a successor or, if it elects
not to make such an appointment, assume the duties of Certificate Registrar.

          (b) Upon surrender for registration of transfer of any Certificate at
the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall
execute on behalf of the Trust, authenticate and deliver (or shall cause , as
its authenticating agent to authenticate and deliver), in the name of the
designated transferee or transferees, one or more new Certificates of the same
class in authorized denominations of a like aggregate amount dated the date of
authentication by the Owner Trustee or any authenticating agent.

          (c) At the option of a Holder, Certificates may be exchanged for other
Certificates of the same class in authorized denominations of a like amount upon
surrender of the Certificates to be exchanged at the Corporate Trust Office
maintained pursuant to Section 3.8. Whenever any Certificates are so surrendered
for exchange, the Owner Trustee shall execute on behalf of the Trust,
authenticate and deliver (or shall cause , as its authenticating agent, to
authenticate and deliver) one or more Certificates dated the date of
authentication by the Owner Trustee or any authenticating agent. Such
Certificates shall be delivered to the Holder making the exchange.

          (d) Every Certificate presented or surrendered for registration of
transfer or exchange shall be accompanied by a written instrument of transfer in
form satisfactory to the Owner Trustee and the Certificate Registrar duly
executed by the Holder or his attorney duly authorized in writing and such other
documents and instruments as may be required by Section 9.12. Each Certificate
surrendered for registration of transfer or exchange shall be canceled and
subsequently destroyed by the Owner Trustee or Certificate Registrar in
accordance with its customary practice. The Owner Trustee shall certify to the
Seller that surrendered Certificates have been duly canceled and retained or
destroyed, as the case may be.

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

          SECTION 3.5 Mutilated, Destroyed, Lost or Stolen Certificates.

          (a) If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate and (ii) there is delivered to
the Certificate Registrar, the Owner Trustee and the Trust such security or
indemnity as may be required by them to hold each of them harmless, then, in the
absence of notice to the Certificate Registrar or the Owner Trustee that such
Certificate has been acquired by a protected purchaser, the Owner Trustee shall
execute on behalf of the Trust and the Owner Trustee shall authenticate and
deliver (or shall cause , as its authenticating agent, to authenticate and
deliver), in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a replacement Certificate of the same class in authorized
denominations of a like amount; provided, however, that if any such destroyed,
lost or stolen Certificate, but not a mutilated Certificate, shall have become
or within seven days shall be due and payable, then instead of issuing a
replacement Certificate the Owner Trustee may pay distributions to such
destroyed, lost or stolen Certificate when so due or payable.

          (b) If, after the delivery of a replacement Certificate or
distribution in respect of a destroyed, lost or stolen Certificate pursuant to
subsection 3.5(a), a protected bona fide purchaser of the original Certificate
in lieu of which such replacement Certificate was issued presents for payment
such original Certificate, the Owner Trustee shall be entitled to recover such
replacement Certificate (and any distributions or payments made with respect
thereto) from the Person to whom it was delivered or any Person taking such
replacement Certificate from such Person to whom such replacement Certificate
was delivered or any assignee of such Person, except a protected bona fide
purchaser, and shall be entitled to recover upon the security or indemnity
provided therefor to the extent of any loss, damage, cost or expense incurred by
the Owner Trustee in connection therewith.

          (c) In connection with the issuance of any replacement Certificate
under this Section 3.5, the Owner Trustee may require the payment by the Holder
of such Certificate of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other reasonable expenses
(including the fees and expenses of the Owner Trustee and the Certificate
Registrar) connected therewith.

          (d) Any duplicate Certificate issued pursuant to this Section 3.5 in
replacement of any mutilated, destroyed, lost or stolen Certificate shall
constitute an original additional beneficial interest in the Trust, whether or
not the mutilated, destroyed, lost or stolen Certificate shall be found at any
time or be enforced by anyone, and shall be entitled to all the benefits of this
Agreement equally and proportionately with any and all other Certificates duly
issued hereunder.

          (e) The provisions of this Section 3.5 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Certificates.

          SECTION 3.6 Persons Deemed Certificateholders. Prior to due
presentation of a Certificate for registration of transfer, the Owner Trustee or
the Certificate Registrar may treat the Person in whose name any Certificate
shall be registered in the Certificate Register as the Certificateholder of such
Certificate for the purpose of receiving distributions pursuant to Article V and
for all other purposes whatsoever, and neither the Owner Trustee nor the
Certificate Registrar shall be affected by any notice to the contrary.

          SECTION 3.7 Access to List of Certificateholders' Names and Addresses.
The Owner Trustee shall furnish or cause to be furnished to the Servicer and the
Seller, within 15 days after receipt by the Owner Trustee of a request therefor
from the Servicer or the Seller in writing, a list, in such form as the Servicer
or the Seller may reasonably require, of the names and addresses of the
Certificateholders as of the most recent Record Date. Each Holder, by receiving
and holding a Certificate, shall be deemed to have agreed not to hold any of the
Servicer, the Seller or the Owner Trustee accountable by reason of the
disclosure of its name and address, regardless of the source from which such
information was derived.

          SECTION 3.8 Maintenance of Corporate Trust Office. The Owner Trustee
shall maintain in the City of New York an office or offices or agency or
agencies where Certificates may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Owner Trustee in respect
of the Certificates and the Basic Documents may be served. The Owner Trustee
initially designates the offices of , as its principal office for such purposes.
The Owner Trustee shall give prompt written notice to the Seller and to the
Certificateholders of any change in the location of the Certificate Register or
any such office or agency.

          SECTION 3.9 Appointment of Paying Agent. The Paying Agent shall make
distributions to Certificateholders from the Certificate Distribution Account
pursuant to Section 5.2 and shall report the amounts of such distributions to
the Owner Trustee and the Servicer; provided that no such reports shall be
required so long as the Seller is the sole Certificateholder. Any Paying Agent
shall have the revocable power to withdraw funds from the Certificate
Distribution Account for the purpose of making the distributions referred to
above. The Owner Trustee may revoke such power and remove the Paying Agent if
the Owner Trustee determines in its sole discretion that the Paying Agent shall
have failed to perform its obligations under this Agreement in any material
respect. The Paying Agent shall initially be ____________________.
_____________________ shall be permitted to resign as Paying Agent upon 30 days'
written notice to the Owner Trustee. If _______________________ shall no longer
be the Paying Agent, the Owner Trustee shall appoint a successor to act as
Paying Agent (which shall be a bank or trust company). The Owner Trustee shall
cause such successor Paying Agent or any additional Paying Agent appointed by
the Owner Trustee to execute and deliver to the Owner Trustee an instrument in
which such successor Paying Agent or additional Paying Agent shall agree with
the Owner Trustee that as Paying Agent, such successor Paying Agent or
additional Paying Agent shall hold all sums, if any, held by it for distribution
to the Certificateholders in trust for the benefit of the Certificateholders
entitled thereto until such sums shall be paid to such Certificateholders. The
Paying Agent shall return all unclaimed funds to the Owner Trustee and upon
removal of a Paying Agent such Paying Agent shall also return all funds in its
possession to the Owner Trustee. The provisions of Sections 6.3, 6.6, 6.7 and
6.9 shall apply to the Owner Trustee also in its role as Paying Agent, for so
long as the Owner Trustee shall act as Paying Agent and, to the extent
applicable, to any other paying agent appointed hereunder. Any reference in this
Agreement to the Paying Agent shall include any co-paying agent unless the
context requires otherwise.

          SECTION 3.10 Certificates Issued to Seller. On and after the Initial
Closing Date, the Seller shall retain beneficial and record ownership of
Certificates representing at least __% of the Certificate Balance of each class
of Certificates. Certificates issued to the Seller shall be in definitive form
only.

          SECTION 3.11 Book Entry Certificates. The Certificates to be issued on
the Initial Closing Date (other than those described in Section 3.10) shall be
issued as Book Entry Certificates and shall be subject to a Certificate
Depository Agreement substantially in the form attached as Exhibit E hereto.
Such Certificates shall be delivered to DTC, the initial Clearing Agency by or
on behalf of the Trust and shall initially be registered on the Certificate
Register in the name of Cede & Co., the nominee of the initial Clearing Agency,
and no such Certificate Owner shall receive a Definitive Certificate. If, and to
the extent, so provided in the related Certificate Issuance Order, Certificates
to be issued after the Initial Closing Date (other than those described in
Section 3.10) may be issued in the form of a typewritten certificate or
certificates representing Book Entry Certificates. Any such Book Entry
Certificate shall be delivered to the Clearing Agency by or on behalf of the
Trust and shall be registered on the Certificate Register in the name of the
Clearing Agency (or its nominee) and no Certificate Owner shall receive a
Definitive Certificate. If and to the extent Book Entry Certificates have been
issued pursuant to this Section 3.11 with respect to any Certificates:

          (a) the provisions of this Section 3.11 shall be in full force and
effect;

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

          (c) to the extent that the provisions of this Section 3.11 conflict
with any other provisions of this Agreement, the provisions of this Section 3.11
shall control;

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

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

The Seller or the Owner Trustee may set a record date for the purpose of
determining the identity of Holders of Certificates entitled to vote or to
consent to any action by vote as provided in this Agreement.

          SECTION 3.12 Notices to Clearing Agency. With respect to any
Certificates issued as Book Entry Certificates, whenever a notice or other
communication to the Certificateholders is required under this Agreement, unless
and until Definitive Certificates representing such Certificates shall have been
issued to the related Certificate Owners pursuant to Section 3.13, the Owner
Trustee shall give all such notices and communications specified herein to be
given to the related Certificateholders to the Clearing Agency and shall have no
further obligation to such Certificate Owners.

          SECTION 3.13 Termination of Book Entry Registration. If for any
Certificates issued as Book Entry Certificates (i) the Administrator advises the
Owner Trustee in writing that the Clearing Agency is no longer willing or able
to properly discharge its responsibilities with respect to the Certificates, and
the Administrator is unable to locate a qualified successor, (ii) the
Administrator at its option advises the Owner Trustee in writing that it elects
to terminate the book entry system through the Clearing Agency or (iii) after
the occurrence of an Event of Default or a Servicing Default, Certificate Owners
representing beneficial interests aggregating at least a majority of the then
outstanding Voting Interests advise the Clearing Agency in writing that the
continuation of a book entry system through the Clearing Agency is no longer in
the best interest of the Certificate Owners, then the Clearing Agency shall
notify all Certificate Owners and the Owner Trustee of the occurrence of any
such event and of the availability of Definitive Certificates to Certificate
Owners requesting the same. Upon surrender to the Owner Trustee of the
typewritten Certificate or Certificates representing Book Entry Certificates by
the Clearing Agency, accompanied by registration instructions, the Owner Trustee
shall execute and authenticate the related Definitive Certificates in accordance
with the instructions of the Clearing Agency. Neither the Certificate Registrar
nor the Owner Trustee shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying on,
such instructions. No Certificate Owner shall have the right to request that
Definitive Certificates be issued to such Certificate Owner (or its nominee) or
request that its interest be exchanged for a Definitive Certificate or
Definitive Certificates other than in accordance with the foregoing provisions
of this Section 3.13, unless, in respect of a class of Certificates other than
the Class Certificates, the relevant Certificate Issuance Order provides
otherwise. Upon the issuance of Definitive Certificates, the Owner Trustee shall
recognize the Holders of such Definitive Certificates as Certificateholders.

          SECTION 3.14 Seller as Certificateholder. The Seller in its individual
or any other capacity may become the owner or pledgee of Certificates and may
otherwise deal with the Owner Trustee or its Affiliates as if it were not the
Seller.

                                   ARTICLE IV
                            ACTIONS BY OWNER TRUSTEE

          SECTION 4.1 Prior Notice to Certificateholders with Respect to Certain
Matters. The Owner Trustee shall not take action with respect to the following
matters, unless (i) the Owner Trustee shall have notified the Certificateholders
in writing of the proposed action at least 30 days before the taking of such
action, and (ii) the Certificateholders shall not have notified the Owner
Trustee in writing prior to the 30th day after such notice is given that such
Certificateholders have withheld consent or provided alternative direction:

          (a) the initiation of any claim or lawsuit by the Trust (other than an
action to collect on a Receivable or an action by the Indenture Trustee pursuant
to the Indenture) and the compromise of any action, claim or lawsuit brought by
or against the Trust (other than an action to collect on a Receivable or an
action by the Indenture Trustee pursuant to the Indenture);

          (b) the election by the Trust to file an amendment to the Certificate
of Trust, a conformed copy of which is attached hereto as Exhibit B;

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

          (d) the amendment of the Indenture by a supplemental indenture in
circumstances where the consent of any Noteholder is not required and such
amendment materially adversely affects the interest of the Certificateholders
(it being understood that the issuance of additional Certificates as
contemplated by Section 3.3 shall not be deemed to materially adversely affect
the interests of the Certificateholders);

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

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

          SECTION 4.2 Action by Certificateholders with Respect to Certain
Matters. The Owner Trustee shall not have the power, except upon the written
direction of the Certificateholders, to (a) remove the Administrator under the
Administration Agreement pursuant to Section 10 thereof, (b) appoint a successor
Administrator pursuant to Section 10 of the Administration Agreement, (c) remove
the Servicer under the Trust Sale and Servicing Agreement pursuant to Section
8.2 thereof or (d) except as expressly provided in the Basic Documents, sell the
Receivables transferred to the Trust pursuant to the Trust Sale and Servicing
Agreement or any interest therein after the termination of the Indenture. The
Owner Trustee shall take the actions referred to in the preceding sentence only
upon the affirmative vote of, or a written consent signed by, the holders of a
majority of the Voting Interests upon at least 30 days prior notice thereof.

          SECTION 4.3 Action by Certificateholders with Respect to Bankruptcy.
The Owner Trustee shall not have the power to commence a voluntary proceeding in
bankruptcy relating to the Trust without the unanimous prior approval of all
Holders of Certificates (including the Seller) and the delivery to the Owner
Trustee by each such Certificateholder of a certificate certifying that such
Certificateholder reasonably believes that the Trust is insolvent. By its
acceptance of any Certificate issued to it on any Closing Date, the Seller
agrees that it, at any time that it is the holder thereof, shall not approve or
be deemed to have approved the commencement of a voluntary proceeding in
bankruptcy relating to the Trust for purposes of this Section 4.3 unless such
commencement is approved by the affirmative vote of all of the members of the
Seller's board of directors.

          SECTION 4.4 Restrictions on Certificateholders' Power. The
Certificateholders shall not direct the Owner Trustee to take or refrain from
taking any action if such action or inaction would be contrary to any obligation
of the Trust or the Owner Trustee under this Agreement or any of the Basic
Documents or would be contrary to Section 2.3, nor shall the Owner Trustee be
obligated to follow any such direction, if given.

          SECTION 4.5 Majority Control. Except as expressly provided herein, any
action that may be taken or consent that may be given or withheld by the
Certificateholders under this Agreement shall be effective if such action is
taken or such consent is given or withheld by the Holders of Certificates
evidencing not less than a majority of the Voting Interests thereof. Except as
expressly provided herein, any written notice of the Certificateholders
delivered pursuant to this Agreement shall be effective if signed by Holders of
Certificates evidencing not less than a majority of the Voting Interests at the
time of the delivery of such notice.


                                    ARTICLE V
                   APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

          SECTION 5.1 Establishment of Certificate Distribution Account.

          (a) The Servicer, for the benefit of the Certificateholders, shall
establish and maintain in the name of the Owner Trustee an Eligible Deposit
Account known as the Certificate Distribution Account (the "Certificate
Distribution Account"), bearing an additional designation clearly indicating
that the funds deposited therein are held for the benefit of the
Certificateholders. The Certificate Distribution Account shall initially be
established with .

          (b) The Owner Trustee shall possess all right, title and interest in
and to all funds on deposit from time to time in the Certificate Distribution
Account and in all proceeds thereof (except Investment Proceeds therefrom as set
forth in the Trust Sale and Servicing Agreement) for the benefit of the
Certificateholders. Except as otherwise provided herein or in the Trust Sale and
Servicing Agreement, the Certificate Distribution Account shall be under the
sole dominion and control of the Owner Trustee for the benefit of the
Certificateholders. If, at any time, the Certificate Distribution Account ceases
to be an Eligible Deposit Account, the Owner Trustee (or the Servicer on behalf
of the Owner Trustee, if the Certificate Distribution Account is not then held
by the Owner Trustee or an Affiliate thereof) shall within 10 Business Days (or
such longer period, not to exceed 30 calendar days, as to which each Rating
Agency may consent) establish a new Certificate Distribution Account as an
Eligible Deposit Account and shall transfer any cash and/or any investments to
such new Certificate Distribution Account.

          SECTION 5.2 Application of Trust Funds.

          (a) On each Certificate Payment Date, the Owner Trustee shall
distribute to the Certificateholders the amounts deposited in the Certificate
Distribution Account pursuant to Section 4.5 of the Trust Sale and Servicing
Agreement with respect to such Certificate Payment Date (i) to the extent of the
amount deposited with respect to Aggregate Certificateholders' Interest, pro
rata based upon the amount of interest due with respect to each Certificate and
(ii) to the extent of any amount deposited with respect to Aggregate
Certificateholder's Principal, on a pro rata basis.

          (b) On each Certificate Payment Date, the Owner Trustee shall include
with each distribution to each Certificateholder the statement provided to the
Owner Trustee by the Servicer pursuant to Section 4.8 of the Trust Sale and
Servicing Agreement in respect of such Certificate Payment Date setting forth,
among other things, the amount of the distribution allocable to Certificate
Balance and to interest, the Certificate Balance after giving effect to such
distribution, the balance of the Reserve Fund (and amounts, if any, distributed
from the Reserve Fund), and the Monthly Servicing Fee with respect to the
Certificate Payment Date or the related Collection Period, as applicable, each
since the last statement so provided to such Certificateholders; provided that
no such statement shall be required to be sent by the Owner Trustee so long as
the Seller is the sole Certificateholder.

          (c) If any withholding tax is imposed on the Trust's distribution (or
allocations of income) to a Certificateholder, such tax shall reduce the amount
otherwise distributable to the Certificateholder in accordance with this Section
5.2; provided that the Owner Trustee shall not have an obligation to withhold
any such amount so long as the Seller is the sole Certificateholder. The Owner
Trustee is hereby authorized and directed to retain from amounts otherwise
distributable to the Certificateholders sufficient funds for the payment of any
tax that is legally owed by the Trust (but such authorization shall not prevent
the Owner Trustee from contesting any such tax in appropriate proceedings and
withholding payment of such tax, if permitted by law, pending the outcome of
such proceedings). The amount of any withholding tax imposed with respect to a
Certificateholder shall be treated as cash distributed to such Certificateholder
at the time it is withheld by the Trust and remitted to the appropriate taxing
authority. If there is a possibility that withholding tax is payable with
respect to a distribution (such as a distribution to a non-U.S.
Certificateholder), the Owner Trustee may in its sole discretion withhold such
amounts in accordance with this subsection 5.2(c). If a Certificateholder wishes
to apply for a refund of any such withholding tax, the Owner Trustee shall
reasonably cooperate with such Certificateholder in making such claim so long as
such Certificateholder agrees to reimburse the Owner Trustee for any
out-of-pocket expenses incurred.

          (d) If the Indenture Trustee holds escheated funds for payment to the
Trust pursuant to Section 3.3(e) of the Indenture, the Owner Trustee shall, upon
notice from the Indenture Trustee that such funds exist, submit on behalf of the
Trust an Issuer Order to the Indenture Trustee pursuant to Section 3.3(e) of the
Indenture instructing the Indenture Trustee to pay such funds to or at the order
of the Seller.

          SECTION 5.3 Method of Payment. Subject to Section 7.1(c) and subject
to the right of the Owner Trustee and the Clearing Agency to agree otherwise in
the case of Book Entry Certificates, distributions required to be made to
Certificateholders of any class on any Certificate Payment Date shall be made to
each Certificateholder of record of such class on the related Record Date either
by wire transfer, in immediately available funds, to the account of such Holder
at a bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided to the Certificate Registrar appropriate
written instructions at least five Business Days prior to such Record Date, or,
if not, by check mailed to such Certificateholder at the address of such Holder
appearing in the Certificate Register.

          SECTION 5.4 Accounting and Reports to the Certificateholders, the
Internal Revenue Service and Others. The Owner Trustee shall (a) maintain (or
cause to be maintained) the books of the Trust on a calendar year basis on the
accrual method of accounting, (b) deliver to each Certificateholder, as may be
required by the Code and applicable Treasury Regulations or otherwise, such
information as may be required to enable each Certificateholder to prepare its
federal income tax return, (c) file such tax returns relating to the Trust and
make such elections as may from time to time be required or appropriate under
any applicable state or federal statute or rule or regulation thereunder so as
to maintain the Trust's characterization as a partnership for federal income tax
purposes, (d) cause such tax returns to be signed in the manner required by law
and (e) collect or cause to be collected any withholding tax as described in and
in accordance with subsection 5.2(c) with respect to income or distributions to
Certificateholders. In preparing and filing tax returns for the Trust, the Owner
Trustee shall allocate taxable income of the Trust for each Collection Period in
the following manner: (A) to the Certificateholders, an amount equal to the sum
of (1) interest distributable on the Certificates on the Certificate Payment
Date related to such Collection Period and (2) any Trust income attributable to
discount on the Receivables that corresponds to any excess of the Certificate
Balance of the Certificates over their initial issue price; and (B) to the
Seller, if and to the extent that the taxable income of the Trust for such
Collection Period exceeds the amount computed under (A) above. Unless otherwise
permitted or required by any applicable law or regulation, the Owner Trustee
shall allocate amounts of taxable income of the Trust for a particular
Collection Period among the Certificateholders in proportion to the Certificate
Balance owned by them as of the Record Date for the related Certificate Payment
Date.

          SECTION 5.5 Signature on Returns; Tax Matters Partner. Subject to
Section 2.11, the Owner Trustee shall sign on behalf of the Trust any and all
tax returns of the Trust, unless applicable law requires a Certificateholder to
sign such documents, in which case such documents shall be signed by the Seller.
The Seller shall be the "tax matters partner" of the Trust pursuant to the Code.

                                   ARTICLE VI
                                THE OWNER TRUSTEE

          SECTION 6.1 Duties of Owner Trustee.

          (a) The Owner Trustee undertakes to perform such duties, and only such
duties, as are specifically set forth in this Agreement and the other Basic
Documents, including the administration of the Trust in the interest of the
Certificateholders, subject to the Basic Documents and in accordance with the
provisions of this Agreement. No implied covenants or obligations shall be read
into this Agreement.

          (b) Notwithstanding the foregoing, the Owner Trustee shall be deemed
to have discharged its duties and responsibilities hereunder and under the Basic
Documents to the extent the Administrator has agreed in the Administration
Agreement to perform any act or to discharge any duty of the Owner Trustee
hereunder or under any Basic Document, and the Owner Trustee shall not be liable
for the default or failure of the Administrator to carry out its obligations
under the Administration Agreement.

          (c) In the absence of bad faith on its part, the Owner Trustee may
conclusively rely upon certificates or opinions furnished to the Owner Trustee
and conforming to the requirements of this Agreement in determining the truth of
the statements and the correctness of the opinions contained therein; provided,
however, that the Owner Trustee shall have examined such certificates or
opinions so as to determine compliance of the same with the requirements of this
Agreement.

          (d) The Owner Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that: (i) this subsection 6.1(d) shall not limit the effect
of subsection 6.1(a) or (b); (ii) the Owner Trustee shall not be liable for any
error of judgment made in good faith by a Responsible Officer unless it is
proved that the Owner Trustee was negligent in ascertaining the pertinent facts;
and (iii) the Owner Trustee shall not be liable with respect to any action it
takes or omits to take in good faith in accordance with a direction received by
it pursuant to Section 4.1, 4.2 or 6.4.

          (e) Subject to Sections 5.1 and 5.2, monies received by the Owner
Trustee hereunder need not be segregated in any manner except to the extent
required by law or the Trust Sale and Servicing Agreement and may be deposited
under such general conditions as may be prescribed by law, and the Owner Trustee
shall not be liable for any interest thereon.

          (f) The Owner Trustee shall not take any action that (i) is
inconsistent with the purposes of the Trust set forth in Section 2.3 or (ii)
would, to the actual knowledge of a Responsible Officer of the Owner Trustee,
result in the Trust's becoming taxable as a corporation for federal income tax
purposes.

          (g) The Certificateholders shall not direct the Owner Trustee to take
action that would violate the provisions of this Section 6.1.

          SECTION 6.2 Rights of Owner Trustee. The Owner Trustee is authorized
and directed to execute and deliver the Basic Documents and each certificate or
other document attached as an exhibit to or contemplated by the Basic Documents
to which the Trust is to be a party, in such form as the Seller shall approve as
evidenced conclusively by the Owner Trustee's execution thereof. In addition to
the foregoing, the Owner Trustee is authorized, but shall not be obligated, to
take all actions required of the Trust pursuant to the Basic Documents. The
Owner Trustee is further authorized from time to time to take such action as the
Administrator recommends with respect to the Basic Documents.

          SECTION 6.3 Acceptance of Trusts and Duties. Except as otherwise
provided in this Article VI, in accepting the trusts hereby created, acts solely
as Owner Trustee hereunder and not in its individual capacity and all Persons
having any claim against the Owner Trustee by reason of the transactions
contemplated by this Agreement or any Basic Document shall look only to the
Owner Trust Estate for payment or satisfaction thereof. The Owner Trustee
accepts the trusts hereby created and agrees to perform its duties hereunder
with respect to such trusts but only upon the terms of this Agreement. The Owner
Trustee also agrees to disburse all monies actually received by it constituting
part of the Owner Trust Estate upon the terms of the Basic Documents and this
Agreement. The Owner Trustee shall not be liable or accountable hereunder or
under any Basic Document under any circumstances, except (i) for its own
negligent action, its own negligent failure to act or its own wilful misconduct
or (ii) in the case of the inaccuracy of any representation or warranty
contained in Section 6.6 and expressly made by the Owner Trustee. In particular,
but not by way of limitation (and subject to the exceptions set forth in the
preceding sentence):

          (a) the Owner Trustee shall at no time have any responsibility or
liability for or with respect to the legality, validity and enforceability of
any Receivable held by the Trust, or the perfection and priority of any security
interest created by any such Receivable in any Vehicle or the maintenance of any
such perfection and priority, or for or with respect to the sufficiency of the
Owner Trust Estate or its ability to generate the distributions and payments to
be made to Certificateholders under this Agreement or to Noteholders under the
Indenture, including, without limitation: the existence and contents of any such
Receivable on any computer or other record thereof; the validity of the
assignment of any such Receivable to the Trust or of any intervening assignment;
the completeness of any such Receivable; the performance or enforcement of any
such Receivable; the compliance by the Seller or the Servicer with any warranty
or representation made under any Basic Document or in any related document or
the accuracy of any such warranty or representation or any action of the
Administrator, the Trustee or the Servicer or any subservicer taken in the name
of the Owner Trustee;

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

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

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

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

          (f) the Owner Trustee shall not be liable for the default or
misconduct of the Administrator, the Indenture Trustee, the Seller or the
Servicer under any of the Basic Documents or otherwise and the Owner Trustee
shall have no obligation or liability to perform the obligations of the Trust
under this Agreement or the Basic Documents that are required to be performed by
the Administrator under the Administration Agreement, the Indenture Trustee
under the Indenture or the Servicer under the Pooling and Servicing Agreement or
the Trust Sale and Servicing Agreement; and

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

          SECTION 6.4 Action upon Instruction by Certificateholders.

          (a) Subject to Section 4.4, the Certificateholders may by written
instruction direct the Owner Trustee in the management of the Trust. Such
direction may be exercised at any time by written instruction of the
Certificateholders pursuant to Section 4.5.

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

          (c) Whenever the Owner Trustee is unable to decide between alternative
courses of action permitted or required by the terms of this Agreement or any
Basic Document, or is unsure as to the application, intent, interpretation or
meaning of any provision of this Agreement or the Basic Documents, the Owner
Trustee shall promptly give notice (in such form as shall be appropriate under
the circumstances) to the Certificateholders requesting instruction as to the
course of action to be adopted, and, to the extent the Owner Trustee acts in
good faith in accordance with any such instruction received, the Owner Trustee
shall not be liable on account of such action to any Person. If the Owner
Trustee shall not have received appropriate instructions within ten days of such
notice (or within such shorter period of time as reasonably may be specified in
such notice or may be necessary under the circumstances) it may, but shall be
under no duty to, take or refrain from taking such action which is consistent,
in its view, with this Agreement or the Basic Documents, and as it shall deem to
be in the best interests of the Certificateholders, and the Owner Trustee shall
have no liability to any Person for any such action or inaction.

          SECTION 6.5 Furnishing of Documents. The Owner Trustee shall furnish
(a) to the Certificateholders, promptly upon receipt of a written request
therefor, duplicates or copies of all reports, notices, requests, demands,
certificates, financial statements and any other instruments furnished to the
Owner Trustee under the Basic Documents and (b) to the Noteholders and the
Certificateholders, promptly upon receipt of a written request therefor, copies
of the Pooling and Servicing Agreement, the Trust Sale and Servicing Agreement,
the Administration Agreement, the Custodian Agreement and this Agreement.

          SECTION 6.6 Representations and Warranties of Owner Trustee. The Owner
Trustee hereby represents and warrants to the Seller, for the benefit of the
Certificateholders, that:

          (a) It is a banking corporation duly organized, validly existing and
in good standing under the laws of the state of its incorporation.

          (b) It has full power, authority and legal right to execute, deliver
and perform this Agreement, and has taken all necessary action to authorize the
execution, delivery and performance by it of this Agreement. The eligibility
requirements set forth in Section 6.13 are satisfied with respect to it.

          (c) The execution, delivery and performance by it of this Agreement
(i) shall not violate any provision of any law or regulation governing the
banking and trust powers of the Owner Trustee or any order, writ, judgment or
decree of any court, arbitrator or governmental authority applicable to the
Owner Trustee or any of its assets, (ii) shall not violate any provision of the
corporate charter or by-laws of the Owner Trustee or (iii) shall not violate any
provision of, or constitute, with or without notice or lapse of time, a default
under, or result in the creation or imposition of any lien on any properties
included in the Trust pursuant to the provisions of any mortgage, indenture,
contract, agreement or other undertaking to which it is a party, which
violation, default or lien could reasonably be expected to have a materially
adverse effect on the Owner Trustee's performance or ability to perform its
duties as Owner Trustee under this Agreement or on the transactions contemplated
in this Agreement.

          (d) The execution, delivery and performance by the Owner Trustee of
this Agreement shall not require the authorization, consent or approval of, the
giving of notice to, the filing or registration with, or the taking of any other
action in respect of, any Governmental Authority regulating the banking and
corporate trust activities of banks or trust companies in the jurisdiction in
which the Trust was formed.

          (e) This Agreement has been duly executed and delivered by the Owner
Trustee and constitutes the legal, valid and binding agreement of the Owner
Trustee, enforceable in accordance with its terms, except as enforceability may
be limited by bankruptcy, insolvency, reorganization, or other similar laws
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.

          SECTION 6.7 Reliance; Advice of Counsel.

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

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

          SECTION 6.8 Owner Trustee May Own Certificates and Notes. The Owner
Trustee in its individual or any other capacity may become the owner or pledgee
of Certificates or Notes and may deal with the Seller, the Administrator, the
Indenture Trustee and the Servicer in transactions in the same manner as it
would have if it were not the Owner Trustee.

          SECTION 6.9 Compensation and Indemnity. The Owner Trustee shall
receive as compensation for its services hereunder such fees as have been
separately agreed upon before the date hereof between the Seller and the Owner
Trustee, and the Owner Trustee shall be entitled to be reimbursed by the
Servicer for its other reasonable expenses hereunder, including the reasonable
compensation, expenses and disbursements of such agents, custodians, nominees,
representatives, experts and counsel as the Owner Trustee may employ in
connection with the exercise and performance of its rights and its duties
hereunder. The Servicer shall indemnify the Owner Trustee and its successors,
assigns, agents and servants in accordance with the provisions of Section 7.1 of
the Trust Sale and Servicing Agreement. The indemnities contained in this
Section 6.9 shall survive the resignation or termination of the Owner Trustee or
the termination of this Agreement. Any amounts paid to the Owner Trustee
pursuant to this Article VI shall be deemed not to be a part of the Owner Trust
Estate immediately after such payment.

          SECTION 6.10 Replacement of Owner Trustee.

          (a) The Owner Trustee may at any time give notice of its intent to
resign and be discharged from the trusts hereby created by giving written notice
thereof to the Administrator; provided that no such resignation shall become
effective, and the Owner Trustee shall not resign, prior to the time set forth
in Section 6.10(c). The Administrator may appoint a successor Owner Trustee by
delivering written instrument, in duplicate, to the resigning Owner Trustee and
the successor Owner Trustee. If no successor Owner Trustee shall have been
appointed and have accepted appointment within 30 days after the giving of such
notice, the resigning Owner Trustee giving such notice may petition any court of
competent jurisdiction for the appointment of a successor Owner Trustee. The
Administrator shall remove the Owner Trustee if:

               (i) the Owner Trustee shall cease to be eligible in accordance
          with the provisions of Section 6.13 and shall fail to resign after
          written request therefor by the Administrator;

               (ii) the Owner Trustee shall be adjudged bankrupt or insolvent;

               (iii) a receiver or other public officer shall be appointed or
          take charge or control of the Owner Trustee or of its property or
          affairs for the purpose of rehabilitation, conservation or
          liquidation; or

               (iv) the Owner Trustee shall otherwise be incapable of acting.

          (b) If the Owner Trustee resigns or is removed or if a vacancy exists
in the office of Owner Trustee for any reason the Administrator shall promptly
appoint a successor Owner Trustee by written instrument, in duplicate (one copy
of which instrument shall be delivered to the outgoing Owner Trustee so removed
and one copy to the successor Owner Trustee) and shall pay all fees owed to the
outgoing Owner Trustee.

          (c) Any resignation or removal of the Owner Trustee and appointment of
a successor Owner Trustee pursuant to any of the provisions of this Section 6.10
shall not become effective, and no such resignation shall be deemed to have
occurred, until a written acceptance of appointment is delivered by the
successor Owner Trustee to the outgoing Owner Trustee and the Administrator, and
all fees and expenses due to the outgoing Owner Trustee are paid. Any successor
Owner Trustee appointed pursuant to this Section 6.10 shall be eligible to act
in such capacity in accordance with Section 6.13 and, following compliance with
the preceding sentence, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor under this Agreement, with like effect
as if originally named as Owner Trustee. The Administrator shall provide notice
of such resignation or removal of the Owner Trustee to each of the Rating
Agencies.

          (d) The predecessor Owner Trustee shall upon payment of its fees and
expenses deliver to the successor Owner Trustee all documents and statements and
monies held by it under this Agreement. The Administrator and the predecessor
Owner Trustee shall execute and deliver such instruments and do such other
things as may reasonably be required for fully and certainly vesting and
confirming in the successor Owner Trustee all such rights, powers, duties and
obligations.

          (e) Upon acceptance of appointment by a successor Owner Trustee
pursuant to this Section 6.10, the Administrator shall mail notice of the
successor of such Owner Trustee to all Certificateholders, the Indenture
Trustee, the Noteholders and the Rating Agencies.

          SECTION 6.11 Merger or Consolidation of Owner Trustee. Any Person into
which the Owner Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Owner Trustee shall be a party, or any Person
succeeding to all or substantially all of the corporate trust business of the
Owner Trustee, shall be the successor of the Owner Trustee hereunder, provided
such Person shall be eligible pursuant to Section 6.13, and without the
execution or filing of any instrument or any further act on the part of any of
the parties hereto; provided, however, that the Owner Trustee shall mail notice
of such merger or consolidation to the Rating Agencies.

          SECTION 6.12 Appointment of Co-Trustee or Separate Trustee.

          (a) Notwithstanding any other provisions of this Agreement, at any
time, for the purpose of meeting any legal requirement of any jurisdiction in
which any part of the Owner Trust Estate or any of the Dealers may at the time
be located, the Administrator and the Owner Trustee acting jointly shall have
the power and shall execute and deliver all instruments to appoint one or more
Persons approved by the Owner Trustee to act as co-trustee, jointly with the
Owner Trustee, or as separate trustee or trustees, of all or any part of the
Owner Trust Estate, and to vest in such Person, in such capacity, such title to
the Trust, or any part thereof, and, subject to the other provisions of this
Section 6.12, such powers, duties, obligations, rights and trusts as the
Administrator and the Owner Trustee may consider necessary or desirable. If the
Administrator shall not have joined in such appointment within 15 days after the
receipt by it of a request so to do, the Owner Trustee alone shall have the
power to make such appointment. No co-trustee or separate trustee under this
Agreement shall be required to meet the terms of eligibility as a successor
trustee pursuant to Section 6.13 and no notice of the appointment of any
co-trustee or separate trustee shall be required pursuant to Section 6.10.

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

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

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

               (iii) the Administrator and the Owner Trustee acting jointly may
          at any time accept the resignation of or remove any separate trustee
          or co-trustee.

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

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

          SECTION 6.13 Eligibility Requirements for Owner Trustee. The Owner
Trustee shall at all times satisfy the requirements of Section 26(a)(1) of the
Investment Company Act. The Owner Trustee shall at all times: (a) be a
corporation satisfying the provisions of Section 3807(a) of the Business Trust
Statute; (b) be authorized to exercise corporate trust powers; (c) have an
aggregate capital, surplus and undivided profits of at least $50,000,000 and be
subject to supervision or examination by federal or state authorities; and (d)
have (or have a parent which has) a long-term unsecured debt rating of at least
by and at least Baa3 by Moody's. If such corporation shall publish reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purpose of this
Section 6.13, the aggregate capital, surplus and undivided profits of such
corporation shall be deemed to be its aggregate capital, surplus and undivided
profits as set forth in its most recent report of condition so published. If at
any time the Owner Trustee shall cease to be eligible in accordance with the
provisions of this Section 6.13, the Owner Trustee shall resign immediately in
the manner and with the effect specified in Section 6.10.

                                   ARTICLE VII
                         TERMINATION OF TRUST AGREEMENT

          SECTION 7.1 Termination of Trust Agreement.

          (a) The Trust shall terminate in accordance with Section 3808 of the
Business Trust Statute on the date (the "Trust Termination Date") on which the
first of the following occurs: (i) if the Seller so elects, the day following
the Certificate Payment Date on which all amounts required to be paid to the
Securityholders pursuant to the Basic Documents have been paid (or deposited in
the related Distribution Account and the aggregate Outstanding Amount of the
Revolving Notes is zero and (ii) the Specified Trust Termination Date. This
Agreement and the obligations of the parties hereunder (other than Section 6.9
hereof and as otherwise expressly provided herein) shall terminate and be of no
further force or effect (x) if the Trust Termination Date is determined pursuant
to clause (i) above, on the Trust Termination Date and (y) if the Trust
Termination Date is determined pursuant to clause (ii) above on the date
following the Certificate Payment Date on which the final payments to be made to
the Securityholders pursuant to the Basic Documents have been paid (or deposited
in the appropriate Distribution Accounts).

          (b) The bankruptcy, liquidation, dissolution, death or incapacity of
any Certificateholder shall not (x) operate to terminate this Agreement or the
Trust, nor (y) entitle such Certificateholder's legal representatives or heirs
to claim an accounting or to take any action or proceeding in any court for a
partition or winding-up of all or any part of the Trust or the Owner Trust
Estate nor (z) otherwise affect the rights, obligations and liabilities of the
parties hereto. Except as provided in Section 7.1(a), neither the Seller nor any
Certificateholder shall be entitled to revoke or terminate the Trust or this
Agreement.

          (c) Notice of any termination of the Trust specifying the Certificate
Payment Date upon which the Certificateholders shall surrender their
Certificates to the Paying Agent for distribution of the final distribution and
cancellation, shall be given by the Owner Trustee by letter to
Certificateholders mailed within five Business Days of receipt of notice of such
termination from the Servicer given pursuant to Section 9.4 of the Trust Sale
and Servicing Agreement, stating: (i) the Certificate Payment Date upon or with
respect to which the final distribution of the Certificate Balance of the
Certificates shall be made upon presentation and surrender of the Certificates
at the office of the Paying Agent therein designated; (ii) the amount of any
such final distribution of the Certificate Balance; and (iii) that the Record
Date otherwise applicable to such Certificate Payment Date is not applicable,
distributions being made only upon presentation and surrender of the
Certificates at the office of the Paying Agent therein specified. The Owner
Trustee shall give such notice to the Certificate Registrar (if other than the
Owner Trustee) and the Paying Agent at the time such notice is given to
Certificateholders. Upon presentation and surrender of the Certificates, the
Paying Agent shall cause to be distributed to Certificateholders amounts
distributable on such Certificate Payment Date pursuant to Section 5.2.

          (d) Notice of any termination of the Trust specifying the Certificate
Payment Date upon which the Certificateholders shall surrender their
Certificates to the Paying Agent for distribution of the final distribution and
cancellation, shall be given by the Owner Trustee by letter to
Certificateholders mailed within five Business Days of receipt of notice of such
termination from the Servicer given pursuant to Section 9.4 of the Trust Sale
and Servicing Agreement, stating: (i) the Certificate Payment Date upon or with
respect to which the final distribution of the Certificate Balance of the
Certificates shall be made upon presentation and surrender of the Certificates
at the office of the Paying Agent therein designated; (ii) the amount of any
such final distribution of the Certificate Balance; and (iii) that the Record
Date otherwise applicable to such Certificate Payment Date is not applicable,
distributions being made only upon presentation and surrender of the
Certificates at the office of the Paying Agent therein specified. The Owner
Trustee shall give such notice to the Certificate Registrar (if other than the
Owner Trustee) and the Paying Agent at the time such notice is given to
Certificateholders. Upon presentation and surrender of the Certificates, the
Paying Agent shall cause to be distributed to Certificateholders amounts
distributable on such Certificate Payment Date pursuant to Section 5.2. The
Seller shall have the beneficial interest in any assets remaining in the Trust
following final payment of the Certificates.

          (e) If all of the Certificateholders shall not surrender their
Certificates for cancellation within six months after the date specified in the
written notice specified in subsection 7.1(c), the Owner Trustee shall give a
second written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. If within one year after the second notice all the Certificates shall
not have been surrendered for cancellation, the Owner Trustee may take
appropriate steps, or may appoint an agent to take appropriate steps, to contact
the remaining Certificateholders concerning surrender of their Certificates, and
the cost thereof shall be paid out of the funds and other assets that shall
remain subject to this Agreement. Subject to applicable laws with respect to
escheat of funds, any funds remaining in the Trust after exhaustion of such
remedies in the preceding sentence shall be deemed property of the Seller and
distributed by the Owner Trustee to the Seller and the Owner Trustee shall have
no further liability to the Certificateholders with respect thereto.

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

          SECTION 7.2 [Reserved].

                                  ARTICLE VIII
                                   AMENDMENTS

          SECTION 8.1 Amendments Without Consent of Securityholders. This
Agreement may be amended by the Seller and the Owner Trustee without the consent
of any of the Securityholders (but with prior notice to the Rating Agencies) to:

          (i) cure any ambiguity,

          (ii) correct or supplement any provision in this Agreement that may be
defective or inconsistent with any other provision in this Agreement,

          (iii) add or supplement any credit, liquidity or other enhancement
arrangement for the benefit of any Securityholders (provided that if any such
addition shall affect any series or class of Securityholders differently than
any other series or class of Securityholders, then such addition shall not, as
evidenced by an Opinion of Counsel, adversely affect in any material respect the
interests of any series or class of Securityholders),

          (iv) add to the covenants, restrictions or obligations of the Seller
or the Owner Trustee for the benefit of the Securityholders,

          (v) evidence and provide for the acceptance of the appointment of a
successor trustee with respect to the Owner Trust Estate and add to or change
any provisions as shall be necessary to facilitate the administration of the
trusts hereunder by more than one trustee pursuant to Article VI,

          (vi) restrict transfers of Certificates (or interests therein) or as
otherwise required to prevent the Trust from being treated as a "publicly traded
partnership" under Section 7704 of the Code,

          (vii) to add provisions to or delete or modify the existing provisions
of this Agreement as appropriate to allow the Trust to issue foreign
currency-denominated Notes, or

          (viii) add, change or eliminate any other provision of this Agreement
in any manner that shall not, as evidenced by an Opinion of Counsel, materially
and adversely affect the interests of the Securityholders.

          SECTION 8.2 Amendments With Consent of Certificateholders and
Noteholders. This Agreement may be amended from time to time by the Seller and
the Owner Trustee with the consent of Noteholders whose Notes evidence not less
than a majority of the Outstanding Amount of the Notes as of the close of
business on the preceding Monthly Certificate Payment Date and the consent of
Certificateholders whose Certificates evidence not less than a majority of the
Voting Interests as of the close of business on the preceding Monthly
Certificate Payment Date (which consent, whether given pursuant to this Section
8.2 or pursuant to any other provision of this Agreement, shall be conclusive
and binding on such Person and on all future Holders of such Notes or
Certificates and of any Notes or Certificates issued upon the transfer thereof
or in exchange thereof or in lieu thereof whether or not notation of such
consent is made upon the Notes or Certificates for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement, or of modifying in any manner the rights of the Noteholders or
the Certificateholders; provided, however, that no such amendment shall

          (a) increase or reduce in any manner the amount of, or accelerate or
delay the timing of, distributions that shall be required to be made on any
Security without the consent of the Holder thereof (it being understood that the
issuance of any Securities after the Initial Closing Date as contemplated by
this Agreement, the Trust Sale and Servicing Agreement and the Indenture and the
specification of the terms and provisions thereof pursuant to a Certificate
Issuance Order (with respect to any Certificates) or an Officer's Issuance
Certificate (with respect to any Notes) shall not be deemed to have such effect
for purposes hereof),

          (b) adversely effect the rating of any series or class of Securities
without the consent of the Holders of two-thirds of the Outstanding Amount of
such series of Notes or the Voting Interests with respect to such class of
Certificates, as appropriate or

          (c) reduce the aforesaid percentage required to consent to any such
amendment, without the consent of the Holders of all of the Notes and all of the
Voting Interests with respect to Certificates then outstanding. Prior to the
execution of any such amendment, supplement or consent, the Owner Trustee shall
furnish written notification of the substance of such amendment, supplement or
consent to the Rating Agencies.

          SECTION 8.3 Form of Amendments.

          (a) Promptly after the execution of any amendment, supplement or
consent pursuant to Section 8.1 or 8.2, the Owner Trustee shall furnish written
notification of the substance of such amendment or consent to each
Certificateholder and the Indenture Trustee.

          (b) It shall not be necessary for the consent of Securityholders or
the Indenture Trustee pursuant to Section 8.2 to approve the particular form of
any proposed amendment or consent, but it shall be sufficient if such consent
shall approve the substance thereof. The manner of obtaining such consents (and
any other consents of Securityholders provided for in this Agreement or in any
other Basic Document) and of evidencing the authorization of the execution
thereof by Securityholders shall be subject to such reasonable requirements as
the Owner Trustee may prescribe.

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

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

                                   ARTICLE IX
                                  MISCELLANEOUS

          SECTION 9.1 No Legal Title to Owner Trust Estate. The
Certificateholders shall not have legal title to any part of the Owner Trust
Estate. The Certificateholders shall be entitled to receive distributions with
respect to their undivided ownership interest therein only in accordance with
Articles V and VII. No transfer, by operation of law or otherwise, of any right,
title, and interest of the Certificateholders to and in their ownership interest
in the Owner Trust Estate shall operate to terminate this Agreement or the
trusts hereunder or entitle any transferee to an accounting or to the transfer
to it of legal title to any part of the Owner Trust Estate.

          SECTION 9.2 Limitations on Rights of Others. Except for Section 2.7,
Section 7.1(c) and Section 9.13, the provisions of this Agreement are solely for
the benefit of the Owner Trustee, the Seller, the Certificateholders, the
Administrator and, to the extent expressly provided herein, the Indenture
Trustee and the Noteholders, and nothing in this Agreement, whether express or
implied, shall be construed to give to any other Person any legal or equitable
right, remedy or claim in the Owner Trust Estate or under or in respect of this
Agreement or any covenants, conditions or provisions contained herein.

          SECTION 9.3 Derivative Actions. Any provision contained herein to the
contrary notwithstanding, the right of any Certificate Owner to bring a
derivative action in the right of the Trust is hereby made expressly subject to
the following limitations and requirements:

          (a) such Certificate Owner must meet all requirements set forth in the
Business Trust Statute; and

          (b) no Certificate Owner may bring a derivative action in the right of
the Trust without the prior written consent of Certificate Owners owning, in the
aggregate, a beneficial interest in Certificates representing __% of the then
outstanding Certificate Balance.

          SECTION 9.4 Notices.

          (a) All demands, notices and communications upon or to the Seller, the
Servicer, the Administrator, the Indenture Trustee, the Owner Trustee or the
Rating Agencies under this Agreement shall be delivered as specified in Appendix
B to the Trust Sale and Servicing Agreement.

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

          SECTION 9.5 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed 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 the Certificates
or the rights of the Holders thereof.

          SECTION 9.6 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 9.7 Successors and Assigns. All covenants and agreements
contained herein shall be binding upon, and inure to the benefit of, the Seller,
the Owner Trustee and each Certificateholder and their respective successors and
permitted assigns, all as herein provided. Any request, notice, direction,
consent, waiver or other instrument or action by a Certificateholder shall bind
the successors and assigns of such Certificateholder.

          SECTION 9.8 No Petition Covenants. The Owner Trustee by entering this
Trust Agreement and each Certificateholder, by accepting a Certificate (or
interest therein) issued hereunder, hereby covenants and agrees that they shall
not, prior to the day that is one year and one day after the termination of the
Trust, acquiesce, petition or otherwise invoke or cause the Seller or the Trust
to invoke in any court or government authority for the purpose of commencing or
sustaining a case against the Seller or the Trust 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
Seller or the Trust or any substantial part of its property, or ordering the
winding up or liquidation of the affairs of the Seller or the Trust.

          SECTION 9.9 No Recourse. Each Certificateholder and Certificate Owner,
by accepting a Certificate (or interest therein), shall agree that such Person's
Certificates (or interest therein) represent beneficial interests in the Trust
only and do not represent interests in or obligations of the Seller, the
Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any
Affiliate thereof and no recourse, either directly or indirectly, may be had
against such parties or their assets, except as may be expressly set forth or
contemplated in this Agreement, the Certificates or the Basic Documents. Except
as expressly provided in the Basic Documents, neither the Seller, the Servicer
nor the Owner Trustee in their respective individual capacities, nor any of
their respective partners, beneficiaries, agents, officers, directors, employees
or successors or assigns, shall be personally liable for, nor shall recourse be
had to any of them for, the distribution of Certificate Balance with respect to
or interest on, or performance of, or omission to perform, any of the covenants,
obligations or indemnifications contained in the Certificates or this Agreement,
it being expressly understood that said covenants, obligations and
indemnifications have been made by the Owner Trustee solely as the Owner Trustee
in the assets of the Issuer. Each Certificateholder or Certificate Owner by the
acceptance of a Certificate (or beneficial interest therein) shall agree that,
except as expressly provided in the Basic Documents, in the case of nonpayment
of any amounts with respect to the Certificates, it shall have no claim against
any of the foregoing for any deficiency, loss or claim therefrom.

          SECTION 9.10 Headings. The headings herein are for purposes of
reference only and shall not affect the meaning or interpretation of any
provision hereof.

          SECTION 9.11 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE, 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 9.12 Certificate Transfer Restrictions.

          (a) The Certificates (or interests therein) may not be acquired by or
for the account of a Benefit Plan unless the Benefit Plan acquiring a
Certificate (or interest therein) has available to it an exemption from the
prohibited transaction rules under Section 406(a) of ERISA and Section 4975 of
the Code and such exemption is applicable to the purchase and holding of the
Certificate (or interest therein). Unless the Seller determines that such an
exemption is available, by accepting and holding a Certificate (or interest
therein), the Holder thereof and any related Certificate Owner shall each be
deemed to have represented and warranted that it is not a Benefit Plan and, if
requested to do so by the Seller pursuant to Section 3.4(b), the
Certificateholder and the Certificate Owner shall execute and deliver to the
Owner Trustee an Undertaking Letter in the form set forth in Exhibit C. The
Certificates are also subject to the minimum denomination specified in Section
3.4(a).

          (b) The Certificates will not be registered under the Securities Act
or the securities or blue sky laws of any other jurisdiction. Consequently, the
Certificates are not transferable other than pursuant to an exemption from the
registration requirements of the Securities Act and satisfaction of certain
other provisions specified herein. No sale, pledge or other transfer of the
Certificates (or interest therein) may be made by any Person unless either (i)
such sale, pledge or other transfer is made to the Seller, (ii) so long as the
Certificates are eligible for resale pursuant to Rule 144A under the Securities
Act, such sale, pledge or other transfer is made to a person whom the transferor
reasonably believes after due inquiry is a "qualified institutional buyer"
within the meaning of Rule 144A under the Securities Act (a "Qualified
Institutional Buyer") acting for its own account (and not for the account of
others) or as a fiduciary or agent for others (which others also are Qualified
Institutional Buyers) to whom notice is given that the sale, pledge or transfer
is being made in reliance on Rule 144A under the Securities Act, or (iii) such
sale, pledge or other transfer is otherwise made in a transaction exempt from
the registration requirements of the Securities Act, in which case (A) the Owner
Trustee shall require that both the prospective transferor and the prospective
transferee certify to the Owner Trustee and the Seller in writing the facts
surrounding such transfer, which certification shall be in form and substance
satisfactory to the Owner Trustee and the Seller, and (B) the Owner Trustee
shall require a written opinion of counsel (which will not be at the expense of
the Seller or the Owner Trustee) satisfactory to the Seller and the Owner
Trustee to the effect that such transfer will not violate the Securities Act. No
sale, pledge or other transfer may be made to any one person for Certificates
with a face amount of less than $ (or such other amount as the Seller may
determine in order to prevent the Trust from being treated as a "publicly traded
partnership" under Section 7704 of the Code, but in no event less than $ ) and,
in the case of any Person acting on behalf of one or more third parties (other
than a bank (as defined in Section 3(a)(2) of the Securities Act) acting in its
fiduciary capacity), for Certificates with a face amount of less than such
amount for each such third party. Any attempted transfer in contravention of the
immediately preceding restriction will be void ab initio and the purported
transferor will continue to be treated as the owner of the Certificates for all
purposes. Neither the Seller nor the Owner Trustee shall be obligated to
register the Certificates under the Securities Act, qualify the Certificates
under the securities laws of any state or provide registration rights to any
purchaser or holder thereof.

          (c) Each Certificate shall bear a legend to the effect set forth in
subsections (a) and (b) above.

          (d) The Seller shall be responsible for determining compliance with
the restrictions set forth in this Section 9.12.

          SECTION 9.13 Indemnification by and Reimbursement of the Servicer. The
Owner Trustee acknowledges and agrees to reimburse (i) the Servicer and its
directors, officers, employees and agents in accordance with Section 7.3(b) of
the Trust Sale and Servicing Agreement and (ii) the Seller and its directors,
officers, employees and agents in accordance with Section 3.4 of the Trust Sale
and Servicing Agreement. The Owner Trustee further acknowledges and accepts the
conditions and limitations with respect to the Servicer's obligation to
indemnify, defend and hold the Owner Trustee harmless as set forth in Section
7.1(a) of the Trust Sale and Servicing Agreement.

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

                                                                         , as
                                           _______________________________
                                           Owner Trustee


                                           By:____________________________
                                              Name:
                                              Title:

                                           ACE SECURITIES CORP., Seller


                                           By:_____________________________
                                              Name:  _______________
                                              Title: _______________






<PAGE>


                                                                   EXHIBIT A


                            FORM OF CLASS ______ CERTIFICATE



                                                       NUMBER$____________
                                                       R_____CUSIP NO. ____


               SEE REVERSE FOR CERTAIN DEFINITIONS

               UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
          REPRESENTATIVE OF THE , A [STATE] CORPORATION ( ), TO THE ISSUER OR
          ITS AGENT FOR REGISTRATION OF ________ TRANSFER, EXCHANGE OR
          DISTRIBUTION, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
          OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
          OF _________ (AND ANY DISTRIBUTION IS MADE TO _________. OR TO SUCH
          OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
          _________), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
          OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
          OWNER HEREOF, , HAS AN INTEREST HEREIN.

               THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
          THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
          ACT"), OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE IN THE
          UNITED STATES OF AMERICA OR ANY FOREIGN SECURITIES LAWS. BY ITS
          ACCEPTANCE OF THIS CERTIFICATE (OR INTEREST THEREIN) THE HOLDER (OR
          OWNER) OF THIS CERTIFICATE (OR SUCH INTEREST) IS DEEMED TO REPRESENT
          TO ______________________________________ OR ITS ASSIGNEE OR SUCCESSOR
          (THE "SELLER") AND THE OWNER TRUSTEE THAT IT IS A "QUALIFIED
          INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT
          AND IS ACQUIRING THIS CERTIFICATE (OR INTEREST THEREIN) FOR ITS OWN
          ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT
          FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS).

               NO SALE, PLEDGE OR OTHER TRANSFER OF THIS CERTIFICATE (OR
          INTEREST THEREIN) MAY BE MADE BY ANY PERSON UNLESS EITHER (i) SUCH
          SALE, PLEDGE OR OTHER TRANSFER IS MADE TO THE SELLER, (ii) SO LONG AS
          THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER
          THE SECURITIES ACT, SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A
          PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES AFTER DUE INQUIRY IS A
          "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A), ACTING FOR
          ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY
          OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL
          BUYERS) TO WHOM NOTICE IS GIVEN THAT THE SALE, PLEDGE OR TRANSFER IS
          BEING MADE IN RELIANCE ON RULE 144A, OR (iii) SUCH SALE, PLEDGE OR
          OTHER TRANSFER IS OTHERWISE MADE IN A TRANSACTION EXEMPT FROM THE
          REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN WHICH CASE (A) THE
          OWNER TRUSTEE SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND
          THE PROSPECTIVE TRANSFEREE CERTIFY TO THE OWNER TRUSTEE AND THE SELLER
          IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION
          SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE OWNER TRUSTEE AND
          THE SELLER, AND (B) THE OWNER TRUSTEE SHALL REQUIRE A WRITTEN OPINION
          OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE SELLER OR THE
          OWNER TRUSTEE) SATISFACTORY TO THE SELLER AND THE OWNER TRUSTEE TO THE
          EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT. NO
          SALE, PLEDGE OR OTHER TRANSFER MAY BE MADE TO ANY ONE PERSON FOR
          CERTIFICATES WITH A FACE AMOUNT OF LESS THAN $ (OR SUCH OTHER AMOUNT
          AS THE SELLER MAY DETERMINE IN ORDER TO PREVENT THE TRUST FROM BEING
          TREATED AS A "PUBLICLY TRADED PARTNERSHIP" UNDER SECTION 7704 OF THE
          UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE " CODE"),
          BUT IN NO EVENT LESS THAN $ ) AND, IN THE CASE OF ANY PERSON ACTING ON
          BEHALF OF ONE OR MORE THIRD PARTIES (OTHER THAN A BANK (AS DEFINED IN
          SECTION 3(a)(2) OF THE SECURITIES ACT) ACTING IN ITS FIDUCIARY
          CAPACITY), FOR CERTIFICATES WITH A FACE AMOUNT OF LESS THAN SUCH
          AMOUNT FOR EACH SUCH THIRD PARTY. ANY ATTEMPTED TRANSFER IN
          CONTRAVENTION OF THE IMMEDIATELY PRECEDING RESTRICTION WILL BE VOID AB
          INITIO AND THE PURPORTED TRANSFEROR WILL CONTINUE TO BE TREATED AS THE
          OWNER OF THE CLASS CERTIFICATES FOR ALL PURPOSES.

               THIS CERTIFICATE (OR AN INTEREST THEREIN) MAY NOT BE ACQUIRED BY
          OR FOR THE ACCOUNT OF (i) AN "EMPLOYEE BENEFIT PLAN" (AS DEFINED IN
          SECTION 3(3) OF THE UNITED STATES EMPLOYEE RETIREMENT INCOME SECURITY
          ACT OF 1974, AS AMENDED ("ERISA")), THAT IS SUBJECT TO THE PROVISIONS
          OF TITLE I OF ERISA, (ii) A PLAN DESCRIBED IN SECTION 4975(e)(1) OF
          THE CODE, OR (iii) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN
          ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY (EACH A "BENEFIT
          PLAN"), UNLESS THE SELLER DETERMINES THAT THE BENEFIT PLAN ACQUIRING
          THIS CERTIFICATE, (OR AN INTEREST THEREIN) HAS AVAILABLE TO IT AN
          EXEMPTION FROM THE PROHIBITED TRANSACTION RULES UNDER SECTION 406(a)
          OF ERISA AND SECTION 4975 OF THE CODE AND SUCH EXEMPTION IS APPLICABLE
          TO THE PURCHASE AND HOLDING OF THIS CERTIFICATE (OR AN INTEREST
          THEREIN). UNLESS THE SELLER DETERMINES THAT SUCH AN EXEMPTION IS
          AVAILABLE, BY ACCEPTING AND HOLDING THIS CERTIFICATE (OR AN INTEREST
          THEREIN), THE HOLDER HEREOF AND ANY RELATED CERTIFICATE OWNER SHALL
          EACH BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT IT IS NOT A
          BENEFIT PLAN AND, IF REQUESTED TO DO SO BY THE SELLER, SUCH PERSON
          SHALL EXECUTE AND DELIVER TO THE OWNER TRUSTEE AN UNDERTAKING LETTER
          TO SUCH EFFECT IN THE FORM SPECIFIED IN THE TRUST AGREEMENT.

               EACH CERTIFICATEHOLDER OR CERTIFICATE OWNER, BY ACCEPTING THIS
          CERTIFICATE (OR INTEREST THEREIN), (i) EXPRESSES ITS INTENTION THAT
          THE CERTIFICATES WILL QUALIFY UNDER APPLICABLE TAX LAW AS PARTNERSHIP
          INTERESTS IN A PARTNERSHIP, WITH THE ASSETS OF THE PARTNERSHIP BEING
          THE ASSETS HELD BY THE TRUST, AND (ii) UNLESS OTHERWISE REQUIRED BY
          APPROPRIATE TAXING AUTHORITIES, AGREES TO TREAT THE CLASS CERTIFICATES
          AS INTERESTS IN SUCH A PARTNERSHIP FOR PURPOSES OF FEDERAL INCOME,
          STATE AND LOCAL INCOME AND FRANCHISE TAXES, MICHIGAN SINGLE BUSINESS
          TAX AND ANY OTHER TAXES IMPOSED UPON, MEASURED BY OR BASED UPON GROSS
          OR NET INCOME.

               EACH CERTIFICATEHOLDER OR CERTIFICATE OWNER, BY ITS ACCEPTANCE OF
          THIS CERTIFICATE (OR INTEREST THEREIN), COVENANTS AND AGREES THAT SUCH
          CERTIFICATEHOLDER OR CERTIFICATE OWNER, AS THE CASE MAY BE, SHALL NOT,
          PRIOR TO THE DATE WHICH IS ONE YEAR AND ONE DAY AFTER THE TERMINATION
          OF THE TRUST AGREEMENT, ACQUIESCE, PETITION OR OTHERWISE INVOKE OR
          CAUSE THE SELLER TO INVOKE THE PROCESS OF ANY COURT OR GOVERNMENTAL
          AUTHORITY FOR THE PURPOSE OF COMMENCING OR SUSTAINING A CASE AGAINST
          THE SELLER UNDER ANY FEDERAL OR STATE BANKRUPTCY, INSOLVENCY,
          REORGANIZATION OR SIMILAR LAW OR APPOINTING A RECEIVER, LIQUIDATOR,
          ASSIGNEE, TRUSTEE, CUSTODIAN, SEQUESTRATOR OR OTHER SIMILAR OFFICIAL
          OF THE SELLER OR ANY SUBSTANTIAL PART OF ITS PROPERTY, OR ORDERING THE
          WINDING-UP OR LIQUIDATION OF THE AFFAIRS OF THE SELLER.

               FLOATING RATE ASSET BACKED CERTIFICATE, CLASS _____

          evidencing a fractional undivided interest in the Trust, as
          defined below, the property of which includes a pool of wholesale
          receivables generated from time to time in a portfolio of revolving
          financing arrangements with dealers to finance automobile and other
          vehicle inventories and collections thereon and certain other
          property.

          (This Certificate does not represent an interest in or obligation
          of ACE Securities Corp., ________________________,
          ______________________, the Owner Trustee or any of their respective
          affiliates, except to the extent described in the Basic Documents.)

          THIS CERTIFIES THAT is the registered owner of a nonassessable,
fully-paid, fractional undivided interest in ___________________ (the "Trust")
formed by ACE Securities Corp., a Delaware corporation.

          The Trust was created pursuant to a Trust Agreement, dated as of
________, 20__ (as amended and supplemented from time to time, the "Trust
Agreement"), between the Seller and , as owner trustee (the "Owner Trustee"), a
summary of certain of the pertinent provisions of which is set forth below. To
the extent not otherwise defined herein, the capitalized terms used herein have
the meanings assigned to them in the Trust Agreement.

          This Certificate is one of the duly authorized Certificates designated
as "Floating Rate Asset Backed Certificates," (the "Certificates"). This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Trust Agreement, the terms of which are incorporated herein by
reference and made a part hereof, to which Trust Agreement the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such holder
is bound.

          Under the Trust Agreement, there shall be distributed on the __th day
of each ________, _________, _________ and __________ or, if such __th day is
not a Business Day, the next succeeding Business Day, commencing on ________,
20__ (each, a "Certificate Payment Date"), to the person in whose name this
Certificate is registered on the related Record Date (as defined below),
interest accrued hereon to the extent of funds available therefor and such
Certificateholder's fractional undivided interest in the amount of distributions
in respect of Certificate Balance to be distributed to Certificateholders on
such Certificate Payment Date. Interest shall accrue on this Certificate at the
applicable Certificate Rate (as set forth on the reverse hereof) on the
Certificate Balance represented by this Certificate (without reduction for any
unreimbursed Trust Charge-Offs), and interest accrued hereon as of any
Certificate Payment Date but not distributed on such Certificate Payment Date
shall be due on the next Certificate Payment Date. No distributions of
Certificate Balance shall be made on any Certificate until all Notes have been
paid (or provided for) in full. The entire unpaid Certificate Balance on this
Certificate shall be due and payable on the Certificate Payment Date in [DATE]
(the "Stated Final Payment Date"). However, the actual distribution in full of
the Certificate could occur sooner or later than such date. The "Record Date,"
with respect to any Certificate Payment Date, means the last day of the
preceding Collection Period.

          The distributions in respect of Certificate Balance and interest on
this Certificate are payable in such coin or currency of the United States of
America as at the time of distribution is legal tender for payment of public and
private debts. All distributions made by the Trust with respect to this
Certificate shall be applied first to interest due and payable on this
Certificate as provided above and then to the unpaid distributions in respect of
Certificate Balance of this Certificate.

          The Holder of this Certificate acknowledges and agrees that its rights
to receive distributions in respect of this Certificate are subordinated to the
rights of the Noteholders as and to the extent described in the Trust Sale and
Servicing Agreement and the Indenture.

          Each Certificateholder or Certificate Owner, by its acceptance of a
Certificate (or interest therein), covenants and agrees that such
Certificateholder or Certificate Owner, as the case may be, shall not, prior to
the date which is one year and one day after the termination of the Trust
Agreement, acquiesce, petition or otherwise invoke or cause the Seller to invoke
the process of any court or governmental authority for the purpose of commencing
or sustaining a case against the Seller under any federal or state bankruptcy,
insolvency, reorganization or similar law or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of the
Seller or any substantial part of its property, or ordering the winding-up or
liquidation of the affairs of the Seller. By its acceptance of this Certificate,
the Seller agrees that it shall not be deemed to have approved the commencement
of a voluntary proceeding in bankruptcy relating to the Trust for purposes of
Section 4.3 of the Trust Agreement unless such commencement was approved by the
affirmative vote of all of the members of the Seller's board of directors.

          Distributions on this Certificate shall be made as provided in the
Trust Agreement without the presentation or surrender of this Certificate or the
making of any notation hereon, to each Certificateholder of record on the
immediately preceding Record Date either by wire transfer, in immediately
available funds, to the account of such Holder at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
to the Certificate Registrar appropriate written instructions at least five
Business Days prior to such Record Date, or, if not, by check mailed to such
Certificateholder at the address of such Holder appearing in the Certificate
Register. Except as otherwise provided in the Trust Agreement and
notwithstanding the above, the final distribution on this Certificate shall be
made after due notice by the Owner Trustee of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office
maintained for such purpose by the Owner Trustee in the City of New York.

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

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

          THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS OF THE STATE OF [STATE], 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

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

Dated: ____________, 20__


                                    _______________________

                                    ___________


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


                                    By:
                                    Name:
                                    Title:



<PAGE>



                  OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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



_____________________________,   OR  ________________________________,
not in its individual capacity       not in its individual capacity but
 but solely as Owner Trustee         solely as Owner Trustee by _______, as
                                     Authenticating Agent

By:                                  By:
Name:                                Name:
Title:                               Title:








<PAGE>



                             REVERSE OF CERTIFICATE

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

          The Trust Agreement permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of the
Seller and the rights of the Certificateholders under the Trust Agreement at any
time by the Seller and the Owner Trustee with the consent of the Noteholders
whose Notes evidence not less than a majority of the Outstanding Amount of the
Notes as of the close of business on the preceding Monthly Certificate Payment
Date and the consent of Certificateholders whose Certificates evidence not less
than a majority of the Voting Interests as of the close of business on the
preceding Monthly Certificate Payment Date. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and on all
future Holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon this Certificate. The Trust Agreement also permits
the amendment thereof, in certain circumstances, without the consent of the
Holders of any of the Certificates or the Notes.

          The term "Certificate Rate" as used in this Certificate means, with
respect to any Certificate Payment Date, the product of (i) a fraction, the
numerator of which is the number of days elapsed from and including the prior
Certificate Payment Date (or, in the case of the first Certificate Payment Date,
from and including the Initial Closing Date) to but excluding such Certificate
Payment Date and the denominator of which is 360 and (ii) USD Three-Month LIBOR
plus ____________%, or if the certificates are not paid in full on their
Targeted Final Payment Date, USD One-Month LIBOR plus ____%.

          As provided in the Trust Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registerable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies of the Certificate Registrar maintained by
the Owner Trustee in the City of _______________, accompanied by (i) a written
instrument of transfer in form satisfactory to the Owner Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, (ii) any certificate and/or Opinion of
Counsel required by Section 9.12(b) of the Trust Agreement, and (iii) if
requested by the Seller, the Undertaking Letter required by Section 9.12(a) of
the Trust Agreement, and thereupon one or more new Certificates of the same
class of authorized denominations evidencing the same aggregate interest in the
Trust shall be issued to the designated transferee.

          The initial Certificate Registrar appointed under the Trust Agreement
is ____________________________.

          The Certificates are issuable only as registered Certificates without
coupons in denominations of $______ or greater (or such other amount as the
Seller may determine in order to prevent the Trust from being treated as a
"publicly traded partnership" under Section 7704 of the Code, but in no event
less than $______). As provided in the Trust Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same class of authorized denominations evidencing the same
aggregate denomination, as requested by the Holder surrendering the same;
provided, however, that no Certificate may be subdivided upon transfer or
exchange in a manner such that the resulting Certificate if it had been sold in
the original offering would have had an initial offering price of less than $
(or such other amount as the Seller may determine in order to prevent the Trust
from being treated as a "publicly traded partnership" under Section 7704 of the
Code, but in no event less than $_______). No service charge shall be made for
any such registration of transfer or exchange, but the Owner Trustee or the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or governmental charge payable in connection therewith.

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

          The obligations and responsibilities created by the Trust Agreement
and the Trust created thereby shall terminate upon the distribution to
Certificateholders of all amounts required to be paid to them pursuant to the
Trust Agreement and the Trust Sale and Servicing Agreement and the disposition
of all property held as part of the Trust.



<PAGE>


                             CERTIFICATE OF TRANSFER

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

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE




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




the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing ___________________________________________________
Attorney to transfer said Certificate on the books of the Certificate Registrar,
with full power of substitution in the premises.

          In connection with any sale, pledge or transfer of this Certificate
the undersigned hereby represents to the Owner Trustee and the Seller that such
sale, pledge or transfer is being made to a person whom the undersigned
reasonably believes after due inquiry is a "qualified institutional buyer" (as
defined in Rule 144A under the United States Securities Act of 1933, as amended)
acting for its own account (and not for the account of others) or as a fiduciary
or agent for others (which others also are qualified institutional buyers) to
whom notice is given that the resale, pledge or transfer is being made in
reliance on Rule 144A.

          If such sale, pledge or other transfer is being made pursuant to (a)
above, the undersigned acknowledges that such institutional investor must
execute a certificate substantially in the form specified in the Trust
Agreement.



                                            Dated:                       *
                                             Signature Guaranteed:       *

* NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Certificate in every particular, without
alteration, enlargement or any change whatever. Such signature must be
guaranteed by a member firm of the New York Stock Exchange or a commercial bank
or trust company.



<PAGE>


                                                                  EXHIBIT B



                             CERTIFICATE OF TRUST OF


          THIS Certificate of Trust of ________________(the "Trust"), dated as
of _____, 20__ , is being duly executed and filed by ________, a [state] banking
corporation, as trustee, to form a business trust under the Delaware Business
Trust Act (12 Del. C. ss.3801 et seq.).

          1. Name. The name of the business trust formed hereby is
______________________________________________.


          2. Delaware Trustee. The name and business address of the trustee of
the Trust in the State of Delaware is ___________________________, [Address].

          3. This Certificate of Trust shall be effective on , 20 . IN WITNESS
WHEREOF, the undersigned, being the sole trustee of the Trust, has executed this
Certificate of Trust as of the date first-above written.


                                    _____________________, not in its individual
                                    capacity but solely as Owner Trustee under a
                                    Trust Agreement dated as of ____, 20__.

                                    By:
                                    Name:
                                    Title:



<PAGE>


                                                                 EXHIBIT C


                               UNDERTAKING LETTER


ACE Securities Corp.
6525 Morrison Boulevard
Suite 318
Charlotte, North Carolina 28211

_________________________
_________________________
_________________________

Ladies and Gentlemen:

          In connection with our purchase or record or beneficial ownership of
one or more Floating Rate Asset Backed Certificates, _______________(the
"Certificates") of _______________, the undersigned purchaser, record owner or
beneficial owner hereby acknowledges, represents and warrants that such
purchaser, record owner or beneficial owner:

          (1) is not, and has not acquired the Certificates by or for the
benefit of, (i) an employee benefit plan (as defined in Section 3(3) of the
United States Employee Retirement Income Security Act of 1974, as amended
("ERISA")) that is subject to the provisions of Title I of ERISA, (ii) a plan
described in Section 4975(e)(1) of the United States Internal Revenue Code of
1986, as amended, or (iii) any entity whose underlying assets include plan
assets by reason of a plan's investment in such entity; and

          (2) acknowledges that you and others will rely on our acknowledgments,
representations and warranties, and agrees to notify you promptly in writing if
any of our representations or warranties herein cease to be accurate and
complete.

                                    Name of Certificateholder/Certificate Owner


                                    By:

                                    Name:

                                    Title:

                                    Date:


<PAGE>


                                                                    EXHIBIT D



                                 INVESTOR LETTER



ACE Securities Corp.
6525 Morrison Boulevard
Suite 318
Charlotte, North Carolina 28211

________________________
________________________
________________________

Ladies and Gentlemen:

          In connection with our proposed purchase of a one or more Floating
Rate Asset- Backed Certificates, Class _____ (the "Certificates"), representing
a fractional undivided interest in the _________, issued under a trust
agreement, dated as of _____, 20__ (the "Trust Agreement"), between
______________, a Delaware corporation (the "Seller") and __________________, as
owner trustee, acting thereunder not in its individual capacity but solely as
owner trustee of the Trust (the "Owner Trustee"), we confirm that:

               1.   We understand that the Certificate has not been registered
               under the United States Securities Act of 1933, as amended (the
               "Securities Act"), and may not be sold except as permitted in the
               following sentence. We agree, on our own behalf and on behalf of
               any accounts for which we are acting as hereinafter stated, that
               such Certificates (or an interest therein) may be resold, pledged
               or transferred only (i) to the Seller, (ii) so long as such
               Certificates are eligible for resale pursuant to Rule 144A under
               the Securities Act ("Rule 144A"), to a person whom the transferor
               reasonably believes after due inquiry to be a "qualified
               institutional buyer" as defined in Rule 144A acting for its own
               account (and not for the account of others) or as a fiduciary or
               agent for others (which others also are "qualified institutional
               buyers") to whom notice is given that the resale, pledge or
               transfer is being made in reliance on Rule 144A, or (iii) in a
               sale, pledge or other transfer made in a transaction otherwise
               exempt from the registration requirements of the Securities Act,
               in which case (A) the Owner Trustee shall require that both the
               prospective transferor and the prospective transferee certify to
               the Owner Trustee and the Seller in writing the facts surrounding
               such transfer, which certification shall be in form and substance
               satisfactory to the Owner Trustee and the Seller, and (B) the
               Owner Trustee shall require a written opinion of counsel (which
               will not be at the expense of the Seller or the Owner Trustee)
               satisfactory to the Seller and the Owner Trustee to the effect
               that such transfer will not violate the Securities Act, in each
               case in accordance with any applicable securities laws of any
               state of the United States. We will notify any purchaser of the
               Certificates (or an interest therein) from us of the above resale
               restrictions, if then applicable. We further understand that in
               connection with any transfer of the Certificates (or interest
               therein) by us that the Seller and the Owner Trustee may request,
               and if so requested we will furnish, such certification and other
               information as they may reasonably require to confirm that any
               such transfer complies with the foregoing restrictions. We
               understand that no sale, pledge or other transfer may be made to
               any one person for Certificates (or an interest therein) with a
               face amount of less than $ (or such other amount as the Seller
               may determine in order to prevent the Trust from being treated as
               a "publicly traded partnership" under Section 7704 of the United
               States Internal Revenue Code of 1986, as amended, but in no event
               less than $ ) and, in the case of any person acting on behalf of
               one or more third parties (other than a bank (as defined in
               Section 3(a)(2) of the Securities Act) acting in its fiduciary
               capacity), for Certificates with a face amount of less than such
               amount for each such third party. Any attempted transfer will be
               void ab initio and the purported transferor will continue to be
               treated as the owner of the Certificates for all purposes.

               2. We are a "qualified institutional buyer" as defined under Rule
               144A under the Securities Act and are acquiring the Certificates
               (or an interest therein) for our own account (and not for the
               account of others) or as a fiduciary or agent for others (which
               others also are "qualified institutional buyers"). We are
               familiar with Rule 144A under the Securities Act and are aware
               that the transferor of the Certificates (or an interest therein)
               and other parties intend to rely on the statements made herein
               and the exemption from the registration requirements of the
               Securities Act provided by Rule 144A.

               3. You are entitled to rely upon this letter and you are
               irrevocably authorized to produce this letter or a copy hereof to
               any interested party in any administrative or legal proceeding or
               official inquiry with respect to the matters covered hereby.


                                    Very truly yours,





                                          (Name of Purchaser)

                                    By:
                                    Date:


<PAGE>


                                                                    EXHIBIT E


                   [FORM OF CERTIFICATE DEPOSITORY AGREEMENT]