EXHIBIT 4.3.1

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                            ADMINISTRATION AGREEMENT


                                      AMONG


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                                     ISSUER

                                       AND


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                                  ADMINISTRATOR


                                       AND


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                                INDENTURE TRUSTEE




                        DATED AS OF ____________________





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


                                   WITNESSETH:

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

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

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

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

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

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

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

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

          2. DUTIES OF THE ADMINISTRATOR.

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

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

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

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

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

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

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

                    (F) the maintenance of an office in _____________, for
               registration of transfer or exchange of Notes (Section 3.2);

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          (b) Additional Duties.

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

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

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

          (c) Non-Ministerial Matters.

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

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

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

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

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

                    (E) the removal of the Indenture Trustee.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          13. Amendments.

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

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

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

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

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

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

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

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

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

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

          17. Separate Counterparts, This Agreement may be executed by the
parties in separate counterparts, each of which when so executed and delivered
shall be an original, but all such counterparts shall together constitute but
one and the same instrument.

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

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

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

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

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

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

                                    * * * * *

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

                                    _________________________________________

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


                                    By: _____________________________________
                                    Name:
                                    Title:


                                    _____________________, as Indenture Trustee

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


                                    By: ____________________________________
                                    Name:
                                    Title:


                                    _________________________________________
                                    as Administrator


                                    By: _____________________________________
                                    Name:
                                    Title: