EXHIBIT 10-CC

                                                               CONFORMED COPY









                         CHRYSLER CREDIT CANADA LTD.,

                             Seller and Servicer



                                     and



                           THE ROYAL TRUST COMPANY,

                                  Custodian





                             AMENDED AND RESTATED
                   MASTER CUSTODIAL AND SERVICING AGREEMENT



                        Dated as of December 16, 1997




CP Doc #: 71685-1
December 17, 1997



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<TABLE>
<S>            <C>                                                                          <C>
                                  ARTICLE I
                                 Definitions

SECTION 1.01   Definitions.................................................................  5
SECTION 1.02   Other Definitional Provisions..............................................  21

                                  ARTICLE II
                          Conveyance of Receivables

SECTION 2.01   Conveyance of Receivables..................................................  21
SECTION 2.02   Acceptance by Custodian; Appointment of Custodian..........................  23
SECTION 2.03   Representations and Warranties of the Seller Relating to the Seller
                     and the Agreement....................................................  24
SECTION 2.04   Representations and Warranties of the Seller Relating to the
                      Receivables.  ......................................................  27
SECTION 2.05   Addition of Accounts.......................................................  28
SECTION 2.06   Covenants of the Seller....................................................  30
SECTION 2.07   Removal of Eligible Accounts...............................................  31
SECTION 2.08   Removal of Ineligible Accounts.............................................  33
SECTION 2.09   Sale of Ineligible Receivables.............................................  34

                                 ARTICLE III
                 Administration and Servicing of Receivables

SECTION 3.01   Acceptance of Appointment and Other
                      Matters Relating to the Servicer....................................  34
SECTION 3.02   Servicing Compensation.....................................................  35
SECTION 3.03   Representations, Warranties and Covenants of the Servicer..................  36
SECTION 3.04   Reports and Records for the Custodian; Bank Account Statements.............  39
SECTION 3.05   Annual Servicer's Certificate..............................................  39
SECTION 3.06   Annual Independent Accountants' Servicing Report...........................  40
SECTION 3.07   Tax Treatment..............................................................  40
SECTION 3.08   Notices to CCCL............................................................  40
SECTION 3.09   Adjustments................................................................  41

                                  ARTICLE IV
              Rights of Master Custodial Certificateholders and
                  Allocation and Application of Collections

SECTION 4.01   Rights of Master Custodial Certificateholders..............................  41
SECTION 4.02   Establishment of the Collection Account....................................  42

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SECTION 4.03   Allocations and Applications of Collections
                     and Other Funds......................................................  43
SECTION 4.04   Unallocated Principal Collections..........................................  44

                                  ARTICLE V
       Distributions and Reports to Master Custodial Certificateholders

                                  ARTICLE VI
                      The Master Custodial Certificates

SECTION 6.01   The Master Custodial Certificates..........................................  45
SECTION 6.02   Authentication of Master Custodial Certificates............................  45
SECTION 6.03   New Issuances..............................................................  46
SECTION 6.04   Registration of Transfer and Exchange of
                      Master Custodial Certificates.......................................  48
SECTION 6.05   Mutilated, Destroyed, Lost or Stolen Master Custodial Certificates.........  49
SECTION 6.06   Persons Deemed Owners......................................................  49
SECTION 6.07   Access to List of Registered Certificateholders' Names
                      and Addresses. .....................................................  50
SECTION 6.08   Meetings of Master Custodial Certificateholders............................  50

                                 ARTICLE VII
                     Other Matters Relating to the Seller

SECTION 7.01   Liability of the Seller....................................................  52
SECTION 7.02   Limitation on Liability of the Seller......................................  52
SECTION 7.03   Seller Indemnification.....................................................  52

                                 ARTICLE VIII
                    Other Matters Relating to the Servicer

SECTION 8.01   Liability of the Servicer..................................................  54
SECTION 8.02   Merger, Amalgamation or Consolidation of, or Assumption, of the
                     Obligations of the Servicer..........................................  54
SECTION 8.03   Limitation on Liability of the Servicer and Others.........................  55
SECTION 8.04   Servicer Indemnification...................................................  55
SECTION 8.05   The Servicer Not To Resign.................................................  56
SECTION 8.06   Access to Certain Documentation and Information Regarding the
                     Account Assets.......................................................  56
SECTION 8.07   Delegation of Duties.......................................................  56
SECTION 8.08   Examination of Records.....................................................  56
SECTION 8.09   Limitation of Authority....................................................  56


                                  ARTICLE IX
                          Early Amortization Events



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SECTION 9.01   Early Amortization Events..................................................  57
SECTION 9.02   Cessation of Transfer of Principal Receivables Upon Occurrence of
                      Insolvency Event....................................................  59

                                  ARTICLE X
                               Service Defaults

SECTION 10.01   Service Defaults..........................................................  59
SECTION 10.02   Custodian to Act; Appointment of Successor................................  60

                                  ARTICLE XI
                                The Custodian

SECTION 11.01   Duties of Custodian.......................................................  62
SECTION 11.02   Certain Matters Affecting the Custodian...................................  64
SECTION 11.03   Custodian Not Liable for Recitals in Master Custodial Certificates........  65
SECTION 11.04   Custodian May Own Master Custodial Certificates...........................  65
SECTION 11.05   The Servicer to Pay Custodian's Fees and Expenses.........................  65
SECTION 11.06   Eligibility Requirements for Custodian....................................  65
SECTION 11.07   Resignation or Removal of Custodian.......................................  66
SECTION 11.08   Successor Custodian.......................................................  66
SECTION 11.09   Merger, Amalgamation or Consolidation of Custodian........................  67
SECTION 11.10   Instructions from Investor Master Custodial Certificateholders. ..........  67
SECTION 11.11   Tax Returns...............................................................  67
SECTION 11.12   Custodian May Enforce Claims Without Possession of Master
                        Custodial Certificates............................................  67
SECTION 11.13   Suits for Enforcement.....................................................  68
SECTION 11.14   Representations, Warranties and Covenants of Custodian....................  68
SECTION 11.15   Maintenance of Office or Agency...........................................  68
SECTION 11.16   Payment from Purchased Property. .........................................  69

                                 ARTICLE XII
                                 Termination

SECTION 12.01   Termination of Custodial Arrangement......................................  69
SECTION 12.02   Final Distribution........................................................  69
SECTION 12.03   Seller's Termination Rights...............................................  71

                                 ARTICLE XIII
                           Miscellaneous Provisions

SECTION 13.01   Amendment.................................................................  71


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SECTION 13.02   Protection of Right, Title and Interest to Purchased Property.............  72
SECTION 13.03   Limitation on Rights of Master Custodial Certificateholders...............  73
SECTION 13.04   Reserved..................................................................  74
SECTION 13.05   Governing Law.............................................................  74
SECTION 13.06   Notices...................................................................  75
SECTION 13.07   Severability of Provisions................................................  75
SECTION 13.08   Assignment................................................................  75
SECTION 13.09   Master Custodial Certificates Nonassessable and Fully Paid................  75
SECTION 13.10   Further Assurances........................................................  75
SECTION 13.11   No Waiver; Cumulative Remedies............................................  75
SECTION 13.12   Counterparts..............................................................  76
SECTION 13.13   Third Party Beneficiaries.................................................  76
SECTION 13.14   Actions by Master Custodial Certificateholders............................  76
SECTION 13.15   Merger and Integration....................................................  76
SECTION 13.16   Headings..................................................................  76


                                   EXHIBITS

EXHIBIT A               Form of CCCL Certificate
EXHIBIT B               Form of Assignment of Receivables (Relating to
                        ReceivablesTransferred on the First Closing Date
                        and each Addition Date)
EXHIBIT C               Form of Annual Servicer's Certificate
EXHIBIT D-1             Form of Opinion of Counsel with respect to Amendments
EXHIBIT D-2             Form of Opinion of Counsel with respect to Accounts
EXHIBIT E               Form of Reassignment


                                  SCHEDULES

SCHEDULE 1       List of Accounts
SCHEDULE 2       Identification of the Collection Account
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                           AMENDED AND RESTATED MASTER CUSTODIAL AND
                           SERVICING AGREEMENT dated as of December 16, 1997,
                           between CHRYSLER CREDIT CANADA LTD., a Canadian
                           corporation, as Seller and Servicer, and THE ROYAL
                           TRUST COMPANY, a trust company organized and
                           existing under the laws of Canada, as Custodian.


         WHEREAS the Seller, in the ordinary course of its business, finances
the purchase of floorplan inventory by automotive dealers thereby generating
receivables due from such dealers;

         WHEREAS the Seller desires to sell certain of such existing and
future receivables and other property to the Custodian, as agent for the
holders from time to time of master custodial certificates, and the Custodian
will thereafter from time to time issue master custodial certificates
evidencing undivided ownership interests in such receivables and other
property;

         WHEREAS the holders of master custodial certificates desire to
appoint the Custodian as custodian of the receivables and other property and
to authorize, empower and instruct the Custodian to purchase existing and
future receivables, receive the proceeds of the receivables and to perform
such other functions relating to the administration of the receivables as
their agent on the terms as provided herein; and

         WHEREAS the Seller and the Custodian wish to amend and restate the
Master Custodial and Servicing Agreement made between them dated as of
September 1, 1992, as amended by a first amendment dated as of September 1,
1995.

         In consideration of the mutual covenants and agreements herein
contained, each party agrees as follows for the benefit of the other parties
and for the benefit of the Master Custodial Certificateholders and any
Enhancement Provider to the extent provided herein:


                                  ARTICLE I
                                 Definitions

SECTION 1.01 Definitions. Whenever used in this Agreement, the following
words and phrases shall have the following meanings:

         "Account" shall mean each Initial Account and, from and after the
related Addition Date, each Additional Account. The term "Account" shall not
apply to any Removed Accounts reassigned or assigned to the Seller or the
Servicer in accordance with the terms of this Agreement.

         "Account Assets" shall have the meaning specified in Section 2.01.

         "Addition Date" shall mean, with respect to Additional Accounts, the
date from and after which such Additional Accounts are to be included as
Accounts pursuant to Section 2.05(c).

         "Addition Notice" shall have the meaning specified in Section 2.05(c).

         "Additional Account" shall mean each individual wholesale financing
account established by the Seller with a Dealer, which account is designated
pursuant to Section 2.05(a) or (b) to be included as an



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Account and is identified in the computer file or microfiche or written list
delivered to the Custodian by the Seller pursuant to Sections 2.01 and
2.05(d).

         "Additional Cut-Off Date" shall mean, with respect to Additional
Accounts, the day specified in the Addition Notice delivered with respect to
such Additional Accounts pursuant to Section 2.05(c).

         "Additional Issue Expenses" shall, with respect to any Series, have
the meaning specified in the related Supplement.

         "Additional Custodial Servicing Expenses" shall mean any expenses
incurred by the Custodian, in the capacity of Successor Servicer if so
appointed pursuant to Section 10.02, due to the failure of CCCL, as initial
Servicer, to transfer to the Custodian the Related Records as required by
Section 10.01.

         "Adjustment Payment" shall have the meaning specified in Section
3.09.

         "Affiliate" shall mean, with respect to any specified Person, any
other Person controlling or controlled by or under common control with such
specified Person. For the purposes of this definition, "control" when used
with respect to any specified Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise, provided that a
Dealer which is partially owned by or financed by CCL shall not be an
Affiliate of CCCL solely as a result of such investment; and the terms
"Affiliated", "controlling" and "controlled" have meanings correlative to the
foregoing.

         "Agent" shall mean, with respect to any Series, the Person so
designated in the related Supplement.

         "Agreement" shall mean this Amended and Restated Master Custodial
and Servicing Agreement, as the same may from time to time be amended,
modified, restated or otherwise supplemented, including, with respect to any
Series or Class, the related Supplement.

         "Applicants" shall have the meaning specified in Section 6.07.

         "Assignment" shall have the meaning specified in Section 2.01.

         "Available Subordinated Amount" shall mean, with respect to any
Series, at any time of determination, an amount equal to the available
subordinated amount determined in accordance with the related Supplement at
such time.

         "Beneficiary" shall have the meaning specified in Section 7.04(a).

         "BIA" shall mean the Bankruptcy and Insolvency Act, S.C. 1997, c.12.

         "Business Day" shall mean any day other than (a) a Saturday or a
Sunday or (b) another day on which banks or trust companies in Toronto are
authorized or obligated by law to remain closed.

         "CBRS" shall mean CBRS Inc. or its successor.



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         "Certificate Register" shall have the meaning specified in Section
6.04.

         "CCCL" shall mean Chrysler Credit Canada Ltd., a Canadian
corporation, and its successors in interest to the extent permitted
hereunder.

         "CCCL Certificate" shall mean the custodial certificate issued to
CCCL and authenticated by the Custodian, substantially in the form of Exhibit
A.

         "CCL" shall mean Chrysler Canada Ltd., a Canadian corporation, and
its successors in interest.

         "CDIC" shall mean Canada Deposit Insurance Corporation or any
successor entity thereto.

         "CFC" shall mean Chrysler Financial Corporation, a Michigan
corporation, and its successors in interest.

         "Chrysler" shall mean Chrysler Corporation, a Delaware corporation,
and its successors in interest.

         "Class" shall mean, with respect to any Series, any one of the
classes of Investor Master Custodial Certificates of that Series.

         "Closing Date" shall mean, with respect to any Series, the Closing
Date specified in the related Supplement.

         "Collateral Security" shall mean, with respect to any Receivable,
all security granted by or on behalf of the related Dealer with respect
thereto, including a security interest in the related Vehicle and Insurance
Proceeds, and all security granted by the Dealer in factory receivables,
parts inventory, equipment, fixtures, service accounts and real property and
all guarantees of such Receivable, and all proceeds of the foregoing.

         "Collection Account" shall have the meaning specified in Section
4.02.

         "Collection Period" shall mean, with respect to any Distribution
Date, the calendar month preceding the month in which such Distribution Date
occurs.

         "Collections" shall mean, without duplication, all payments by or on
behalf of Dealers received by the Servicer in respect of the Receivables,
other than amounts paid by CCL under an indemnity dated December 31, 1990
made by CCL in favor of the Seller, in the form of cash, cheques, wire
transfers or any other form of payment; provided, however, that amounts paid
by Dealers for deposit to such Dealers' Dealer Accounts shall be deemed not
to be Collections. Collections of Non-Principal Receivables shall include all
Recoveries.

         "Concentration Account" shall have the meaning specified in Section
3.03(a).

         "Custodial Adjusted Invested Amount" shall mean, at any time of
determination, the sum of the Series Adjusted Invested Amounts for all
outstanding Series at such time.

         "Custodial Arrangement" shall mean the arrangement contemplated by
this Agreement relating to 


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the sale and servicing of Receivables among the Seller, the Servicer, the
Holders, the Custodian and any Enhancement Provider.

         "Custodial Available Subordinated Amount" shall mean, at any time of
determination, the sum of the Available Subordinated Amounts, if any, for all
outstanding Series at such time.

         "Custodial Incremental Subordinated Amount" on any Determination
Date shall mean the sum of the Overconcentration Amount and the Ineligible
Amount, in each case, on such Determination Date.

         "Custodial Termination Date" shall have the meaning specified in
Section 12.01.

         "Custodial Trust Office" shall mean the principal office of the
Custodian in the Province of Ontario, at which at any particular time its
custodial business shall be administered, which office at the date of the
execution of this Agreement is located at c/o CIBC Mellon Trust Company, 393
University Avenue, 5th Floor, Toronto, Ontario M5G 2M7.

         "Custodian" shall mean The Royal Trust Company, or its successor in
interest, or any successor custodian appointed as herein provided.

         "Cut-Off-Date" shall mean August 31, 1992.

         "Date of Processing" shall mean, with respect to any transaction,
the date on which such transaction is first recorded on the Servicer's
computer file of Accounts (without regard to the effective date of such
recordation).

         "DBRS " shall mean Dominion Bond Rating Service Limited, or its
successor.

         "Dealer" shall mean a Person engaged generally in the business of
purchasing Vehicles from a manufacturer thereof and holding such Vehicles for
sale or lease in the ordinary course of business.

         "Dealer Accounts" shall mean the Dealers' wholesale deposit account
and/or the Dealers' goods and services tax reserve account.

         "Dealer Overconcentration" on any Determination Date shall mean,
with respect to any Dealer or group of Affiliated Dealers, the excess of (a)
the aggregate of all amounts of Principal Receivables due from such Dealer or
group of Affiliated Dealers on the last day of the Collection Period
immediately preceding such Determination Date over (b) 2% of the Pool Balance
on the last day of such immediately preceding Collection Period.

         "Defaulted Amount" on any Determination Date shall mean an amount
(which shall not be less than zero) equal to (a) the sum for all the Accounts
of the amount of Principal Receivables which became Defaulted Receivables
during the immediately preceding Collection Period minus (b) the sum of (i)
the full amount of any such Defaulted Receivables which are subject to
Transfer to the Seller or the Servicer in accordance with the terms of this
Agreement and (ii) the excess, if any, in respect of the immediately
preceding Determination Date of the amount determined pursuant to this clause
(b) in respect of such Determination Date over the amount determined pursuant
to clause (a) in respect of such Determination Date; provided, however, that,
if an Insolvency Event occurs with respect to the Seller, the amounts of


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such Defaulted Receivables which are subject to Transfer to the Seller shall
not be included in the sum so subtracted and, if an Insolvency Event occurs
with respect to the Servicer, the amount of such Defaulted Receivables which
are subject to Transfer to the Servicer shall not be included in the sum so
subtracted.

         "Defaulted Receivables" on any Determination Date shall mean (a) all
Receivables in an Account which are charged off as uncollectible in respect
of the immediately preceding Collection Period in accordance with the
Servicer's customary and usual servicing procedures for servicing Dealer
floorplan receivables comparable to the Receivables which have not been sold
to third parties and (b) all Receivables which were Eligible Receivables when
transferred to the Custodian on the initial Closing Date or the related
Addition Date or on their respective Transfer Date, which arose in an Account
that thereafter became an Ineligible Account and which remained outstanding
for any six consecutive Determination Dates (inclusive of the Determination
Date on which such determination is being made) after such Account became an
Ineligible Account.

         "Deposit Date" shall mean each day on which the Servicer deposits
Collections in the Collection Account pursuant to Section 4.03 hereof.

         "Designated Accounts" shall have the meaning specified in Section
2.07(b).

         "Designated Balance" shall have the meaning specified in Section
2.07(b).

         "Determination Date" with respect to any Distribution Date shall
mean the day that is two Business Days prior to such Distribution Date.

         "Distribution Date" shall mean the fifteenth day of each month or,
if such day is not a Business Day, the next succeeding Business Day.

         "Distribution Date Statement" shall mean, with respect to any
Series, a report prepared by the Servicer on each Determination Date for the
immediately preceding Collection Period in substantially the form set forth
in the related Supplement.

         "Dollars" or "$" shall mean Canadian dollars.

         "Early Amortization Event" shall have the meaning specified in
Section 9.01 and, with respect to any Series, shall also mean any Early
Amortization Event specified in the related Supplement.

         "Early Amortization Period" shall mean, with respect to any Series,
the period beginning at the close of business on the Business Day immediately
preceding the day on which an Early Amortization Event is deemed to have
occurred, and in each case ending upon the earlier to occur of (a) the
payment in full to the Investor Master Custodial Certificateholders of such
Series of the Invested Amount with respect to such Series, (b) the
Termination Date with respect to such Series and (c) if such Early
Amortization Period has resulted from the occurrence of an Early Amortization
Event described in Section 9.01(a), the end of the first Collection Period
during which an Early Amortization Event under Section 9.01(a) no longer
exists, so long as no other Early Amortization Event with respect to such
Series shall have occurred and the scheduled termination of the Revolving
Period with respect to such Series shall not have occurred.

         "Eligible Account" shall mean each individual wholesale financing
account established by the 


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                                    - 6 -


Seller with a Dealer in the ordinary course of business, which, as of the
date of determination with respect thereto: (a) is with a Dealer which is an
Eligible Dealer, (b) is in existence and maintained and serviced by the
Seller and (c) is an Account in respect of which no amounts have been charged
off as uncollectible or are classified as past due or delinquent.

         "Eligible Dealer" shall mean a Dealer, as of the date of
determination thereof, (a) which is a corporation incorporated under the laws
of Canada or a Province thereof and is located and carries on business solely
in one or more of the Relevant Provinces, (b) which has not been identified
by the Ser vicer as being the subject of any voluntary or involuntary
bankruptcy or insolvency proceeding or any voluntary or involuntary
liquidation, dissolution or winding up proceeding and (c) which is not in
"dealer trouble status" as determined by the Servicer under the Floorplan
Financing Guidelines.

         "Eligible Deposit Account" shall mean either (a) a segregated
account with an Eligible Institution or (b) a segregated trust account with
the corporate trust department of a depository institution registered under
the laws of Canada or any Province thereof, having corporate trust powers and
acting as trustee for funds deposited in such account, so long as any of the
securities of such depository institution shall have a credit rating from
each Rating Agency in one of its generic rating categories which signifies
investment grade.

         "Eligible Institution" shall mean (a) the corporate trust department
of the Custodian or (b) a trust company or Schedule I chartered bank
incorporated under the laws of Canada or any Province thereof which at all
times (i) has either (A) a long-term unsecured debt rating of AA (low) or
better by DBRS and of A+ (low) or better by CBRS or (B) a short term rating
of R-1 (middle) by DBRS and A-1 by CBRS and (ii) whose deposits are insured
by CDIC. If so qualified, the Custodian may be considered an Eligible
Institution for the purposes of clause (b) of this definition.

         "Eligible Investments" shall mean book entry securities, negotiable
instruments or securities represented by instruments in bearer or registered
form payable in Dollars having original or remaining maturities of 30 days or
less which evidence:

         (a) direct obligations of, and obligations fully guaranteed as to
timely payment by, Canada;

         (b) securities of or guaranteed by a province of Canada or a
municipality in Canada having a rating from each of the Rating Agencies in
the highest investment category granted thereby;

         (c) demand deposits, time deposits or certificates of deposit of any
chartered bank or trust company incorporated under the laws of Canada or any
Province thereof and subject to supervision and examination by federal
banking or depository institution authorities; provided, however, that at the
time of the Custodian's investment or contractual commitment to invest
therein, the commercial paper or other short-term unsecured debt obligations
(other than such obligations the rating of which is based on the credit of a
person or entity other than such depository institution or trust company)
thereof shall have a credit rating from each of the Rating Agencies in the
highest investment category granted thereby;

         (d) commercial paper having, at the time of the Custodian's
investment or contractual commitment to invest therein, a rating from each of
the Rating Agencies in the highest investment category granted thereby;


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                                    - 7 -

         (e) investments in money market funds having a rating from each of
the Rating Agencies in the highest investment category granted thereby;

         (f) demand deposits, time deposits and certificates of deposit which
are fully insured by CDIC;

         (g) bankers' acceptances issued by any chartered bank referred to in
clause (c) above;

         (h) repurchase obligations with respect to any security that is a
direct obligation of, or fully guaranteed by, Canada or any agency or
instrumentality thereof the obligations of which are backed by the full faith
and credit of Canada, in either case entered into with a chartered bank or
trust company (acting as principal) described in clause (c); and

         (i) any other investment with respect to the investment in which the
Rating Agency Condition shall have been satisfied at the time of the
Custodian's investment therein or contractual commitment to invest therein.

         "Eligible Receivable" shall mean each Receivable:

                  (a) which was originated or acquired by the Seller in the
         ordinary course of business;

                  (b) which arose under an Eligible Account and is payable in
         Dollars;

                  (c) which is owned by the Seller at the time of Transfer by
         the Seller to the Custodian;

                  (d) which represents the obligation of a Dealer to pay the
         purchase price of, or to repay an advance or a payment made to or
         for the account of such Dealer to finance the acquisition of, a
         Vehicle or Vehicles;

                  (e) which (i) in the case of Receivables originated in the
         Provinces of British Columbia, Alberta, Saskatchewan, Manitoba,
         Ontario, Quebec, New Brunswick and Nova Scotia at the time of
         delivery of the related Vehicle by or to a carrier into or in,
         respectively, one of such Provinces or (ii) in the case of
         Receivables originated in the remaining Relevant Provinces, within
         the time prescribed for perfection of security interests in the
         related Vehicles under the applicable conditional sale contract
         legislation, is or will be at or within such time, as the case may
         be, secured by a first priority perfected security interest in such
         related Vehicle;

                  (f) which was created in compliance in all respects with
         all Requirements of Law applicable thereto and is secured under a
         Floorplan Financing Agreement which complies in all respects with
         all Requirements of Law applicable to any party thereto, except to
         the extent that the provisions of such Floorplan Financing
         Agreements which permit the acceleration of indebtedness by reason
         only of the filing of a proposal or notice of intention to file a
         proposal under the BIA by the related Dealer may be of no force or
         effect;

                  (g) with respect to which all consents, licenses, approvals
         or authorizations of, or registrations or declarations with, any
         Governmental Authority required to be obtained, effected or given by
         CCL or the Seller in connection with the creation of such Receivable
         or the Transfer thereof to the Custodian or the execution, delivery
         and performance by the Seller of the Floor plan 




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                                    - 8 -


         Financing Agreement under which such Receivable was secured, have
         been duly obtained, effected or given and are in full force and
         effect;

                  (h) as to which at all times following the Transfer of such
         Receivable to the Custodian, the Custodian will have good and
         marketable title thereto free and clear of all Liens asserted by
         Persons claiming an interest through or under the Seller arising
         prior to such Transfer or arising at any time other than Liens
         expressly permitted by this Agreement;

                  (i) which has been the subject of a valid Transfer from the
         Seller to the Custodian of all the Seller's right, title and
         interest therein (including any proceeds thereof);

                  (j) which will at all times be the legal, valid, binding
         and assignable payment obligation of the Dealer relating thereto,
         enforceable against such Dealer in accordance with its terms, except
         as such enforceability may be limited by applicable bankruptcy,
         insolvency, reorganization, moratorium or other similar laws,
         including the PPSA, now or hereafter in effect, affecting the
         enforcement of creditors' rights in general and to the extent such
         bankruptcy laws render contractual provisions ineffective, and
         except as such enforceability may be limited by general principles
         of equity;

                  (k) which at the time of Transfer to the Custodian is not
         subject to any right of rescission, set off (other than in respect
         of such Dealer's Dealer Accounts), counterclaim or any other defense
         (including defenses arising out of violations of usury laws) of the
         Dealer;

                  (l) as to which, at the time of Transfer of such Receivable
         to the Custodian, CCL and the Seller have satisfied all their
         respective obligations with respect to such Receivable required to
         be satisfied at such time;

                  (m) as to which, at the time of Transfer of such Receivable
         to the Custodian, neither CCL nor the Seller has taken nor failed to
         take any action which would impair the rights of the Custodian or
         the Master Custodial Certificateholders therein; and

                  (n) with respect to which the representations set forth in
         Sections 2.04(a)(i) and (ii) were correct as of the Transfer Date
         with respect thereto.

         "Eligible Servicer" shall mean the Custodian or an entity which, at
the time of its appointment as Servicer, (a) is legally qualified and has the
capacity to service the Account Assets, (b) has the ability to service
professionally and competently a portfolio of similar accounts in accordance
with high standards of skill and care and (c) is qualified to use the
software that is then currently being used to service the Account Assets or
obtains the right to use or has its own software which is adequate to perform
its duties under this Agreement.

         "Enhancement" shall mean the rights and benefits provided to the
Investor Master Custodial Certificateholders of any Series or Class pursuant
to any letter of credit, surety bond, cash collateral account, spread
account, guaranteed rate agreement, maturity liquidity facility, tax
protection agreement, interest rate swap agreement or other similar
arrangement. The subordination of any Series or Class to any other Series or
Class or of the Seller's Interest to any Series or Class shall be deemed to
be an Enhancement.



<PAGE>


                                    - 9 -


         "Enhancement Agreement" shall mean any agreement, instrument or
document governing the terms of any Series Enhancement or pursuant to which
any Series Enhancement is issued or outstanding.

         "Enhancement Provider" shall mean the Person providing any
Enhancement, other than any Master Custodial Certificateholders (including
any Holders of the Seller's Master Custodial Certificates) the Master
Custodial Certificates of which are subordinated to any Series or Class.

         "Excess Principal Collections" shall have the meaning specified in
Section 4.04.

         "Floorplan Financing Agreement" shall mean, collectively, the group
of related agreements between the Seller and the applicable Dealer pursuant
to which (a) (i) such Dealer grants to the Seller a security interest in the
specific Vehicles financed by the Seller, certain other collateral and the
proceeds thereof, or (ii) the title in Vehicles financed by the Seller is
reserved to or held by the Seller, and (b) such Dealer agrees to pay the
amounts secured thereby on demand.

         "Floorplan Financing Guidelines" shall mean the Seller's written
policies and procedures, as such policies and procedures may be amended from
time to time, (a) relating to the operation of its floorplan financing
business, including the written policies and procedures for determining the
interest rate charged to Dealers, the other terms and conditions relating to
the Seller's wholesale financing accounts, the creditworthiness of Dealers
and the extension of credit to Dealers, and (b) relating to the maintenance
of Accounts and collection of Receivables.

         "Governmental Authority" shall mean Canada, any Province or other
political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or
pertaining to government.

         "Income Tax Act" shall mean the Income Tax Act (Canada), as amended.

         "Ineligible Account" shall mean an Account that at the time of
determination is not an Eligible Account.

         "Ineligible Amount" on any Determination Date shall mean the amount
of Ineligible Receivables included in the Purchased Property on the last day
of the Collection Period immediately preceding such Determination Date
pursuant to Section 2.09.

         "Ineligible Receivable" shall mean any Receivable that arises in an
Eligible Account, was not an Eligible Receivable at the time of its Transfer
to the Custodian and was Transferred to the Custodian in accordance with
Section 2.09.

         "Initial Account" shall mean each individual wholesale financing
account established by the Seller with a Dealer which is identified in the
computer file or microfiche or written list delivered to the Custodian on the
first Closing Date by the Seller pursuant to Section 2.01.

         "Initial Invested Amount" shall mean, with respect to any Series and
for any date, an amount equal to the initial invested amount on such date
determined in accordance with the related Supplement. The Initial Invested
Amount for any Series may be increased or decreased from time to time as
specified in the related Supplement.



<PAGE>


                                    - 10 -

         "Insolvency Event" shall mean any event specified in Section 9.01(b)
or 9.01(c).

         "Insurance Proceeds" with respect to an Account shall mean any
amounts received by the Servicer pursuant to any policy of insurance which is
payable to the Seller.

         "Invested Amount" shall mean, with respect to any Series and for any
date, an amount equal to the invested amount determined in accordance with
the related Supplement as at such date.

         "Investor Master Custodial Certificateholder" shall mean the Person
in whose name a Registered Certificate is registered in the Certificate
Register, unless otherwise specified in the related Supplement.

         "Investor Master Custodial Certificates" shall mean any one of the
custodial certificates issued and authenticated by the Custodian,
substantially in the form attached to the related Supplement, other than the
Seller's Master Custodial Certificates.

         "Investors' Servicing Fee" shall mean the portion of the Servicing
Fee allocable to the Investor Master Custodial Certificateholders pursuant to
the terms of the Supplements.

         "Lien" shall mean any mortgage, deed of trust, pledge,
hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory
or other), preference, participation interest, security interest, priority or
other security agreement or preferential arrangement of any kind or nature
whatsoever, including any conditional sale or other title retention agreement
and any financing lease having substantially the same economic effect as any
of the foregoing.

         "Master Custodial Certificate" shall mean any of the Investor Master
Custodial Certificates or the Seller's Master Custodial Certificates.

         "Master Custodial Certificate Rate" shall mean, with respect to any
Series or Class, the certificate rate specified therefor in the related
Supplement.

         "Master Custodial Certificateholder" or "Holder" shall mean an
Investor Master Custodial Certificateholder or a Person in whose name any
one of the Seller's Master Custodial Certificates is registered, unless
otherwise specified in the related Supplement.

         "Master Custodial Certificateholders' Interest" shall have the
meaning specified in Section 4.01.

         "Miscellaneous Payments" shall mean, with respect to any Collection
Period, the sum of (a) Adjustment Payments and Transfer Deposit Amounts on
deposit in the Collection Account on the related Distribution Date and (b)
Unallocated Principal Collections available to be treated as Miscellane ous
Payments pursuant to Section 4.04 on such Distribution Date.

         "Monthly Servicing Fee" shall mean, with respect to any Series, the
amount specified therefor, if applicable, in the related Supplement.

         "Moody's" shall mean Moody's Investors Service, Inc. or its successor.

         "Non-Principal Receivables" with respect to any Account shall mean
all amounts billed to the 




<PAGE>


                                    - 11 -


related Dealer in respect of interest and all other non-principal charges,
including insurance service fees and handling fees.

         "Notice Date" shall have the meaning specified in Section 2.05(c).

         "Officer's Certificate" with respect to any corporation shall mean,
unless otherwise specified in this Agreement, a certificate signed by the
Chairman of the Board, the President or any Vice President, the Treasurer,
any Assistant Treasurer, the Secretary or any Assistant Secretary of such
corporation.

         "Opinion of Counsel" shall mean a written opinion of counsel, who
may be counsel to or of the Seller and who shall be reasonably acceptable to
the Custodian.

         "Overconcentration Amount" on any Determination Date shall mean the
sum of the Dealer Overconcentrations on such Determination Date.

         "Person" shall mean any individual, corporation, estate,
partnership, joint venture, association, joint stock company, trust
(including any beneficiary thereof), unincorporated organization or
government or any agency or political subdivision thereof.

         "Pool Balance" shall mean, as of the time of determination thereof,
the aggregate amount of Principal Receivables held by the Custodian as agent
for the Master Custodial Certificateholders at such time.

         "PPSA" shall mean the personal property security legislation in each
of the Relevant Provinces except Quebec, the Civil Code of Quebec in Quebec
and the Assignments of Book Debts Acts in the Provinces of Prince Edward
Island and Newfoundland, and shall include any legislation which replaces,
repeals or amends such personal property security legislation, Civil Code of
Quebec or Assignments of Book Debts Acts, as the case may be.

         "Principal Receivables" with respect to an Account shall mean
amounts shown on the Servicer's records as Receivables (other than such
amounts which represent Non-Principal Receivables) payable by the related
Dealer. Notwithstanding anything to the contrary in this Agreement, (i)
Purchased Receivables shall be deemed not to be Principal Receivables for the
purposes of this Agreement and (ii) the amount of Principal Receivables on
any date of determination for all purposes of this Agreement shall be deemed
to be the actual amount thereof at such time minus the aggregate amount held
by the Seller in the related Dealers' Dealer Accounts at such time.

         "Principal Terms" shall mean, with respect to any Series: (a) the
name or designation; (b) the initial principal amount (or method for
calculating such amount); (c) the Master Custodial Certificate Rate (or
method for the determination thereof); (d) the payment date or dates and the
date or dates from which entitlements to distributions of interest shall
accrue; (e) the method for allocating Collections to Investor Master
Custodial Certificateholders; (f) the designation of any Series Accounts and
the terms governing the operation of any such Series Accounts; (g) the
Monthly Servicing Fee, if applicable, and the Investors' Servicing Fee; (h)
the issuer and terms of any form of Enhancement with respect thereto; (i) the
terms on which the Investor Master Custodial Certificates of such Series may
be exchanged for Investor Master Custodial Certificates of another Series,
purchased by the Seller or remarketed to other investors; (j) the Termination
Date; (k) the number of Classes of Investor Master Custodial Certificates of
such Series and, 



<PAGE>


                                    - 12 -


if more than one Class, the rights and priorities of each such Class; (l) the
extent to which the Investor Master Custodial Certificates of such Series
will be issuable in temporary or per manent global form (and, in such case,
the depository for such global certificate or certificates, the terms and
conditions, if any, upon which such global certificate may be exchanged, in
whole or in part, for definitive certificates, and the manner in which any
distributions payable on a temporary or global certificate will be paid); (m)
whether the Investor Master Custodial Certificates of such Series may be
issued in bearer form and any limitations imposed thereon; (n) the priority
of such Series with respect to any other Series; (o) whether such Series will
be part of a group; and (p) any other terms of such Series.

         "Purchased Property" shall have the meaning specified in Section
2.01.

         "Purchased Receivables" shall mean, with respect to an Initial
Account or Additional Account, the principal amounts shown on the Servicer's
records as amounts payable by the related Dealer (and interest accrued
thereon), from time to time in respect of advances or payments made by the
Seller to or for the account of such Dealer prior to the Cut-Off Date or the
applicable Additional Cut-Off Date, as the case may be, to finance the
acquisition of a Vehicle or Vehicles by such Dealer, in which an interest has
been Transferred by the Seller prior to the Cut-Off Date or the applicable
Additional Cut-Off Date, as the case may be, to any Person other than the
Custodian.

         "Purchase Price" shall mean, with respect to any Account Asset for
any date on which such Account Asset is to be purchased pursuant to Section
3.03, (a) an amount equal to the amount payable by the Dealer in respect of
the Receivable relating thereto as reflected in the records of the Servicer
as of the date of purchase plus (b) interest accrued from the end of the last
Collection Period.

         "Rating Agency" shall mean, with respect to any outstanding Series
Securities, each statistical rating agency selected by the Holders of the
related Series or Class to rate the Series Securities.

         "Rating Agency Condition" shall mean, with respect to any action,
that each Rating Agency shall have notified the Seller, the Servicer, the
Custodian and the Holders of the Series or Class which selected such Rating
Agency in writing that such action will not result in a reduction or
withdrawal of the rating of any outstanding Series Securities with respect to
which it is a Rating Agency.

         "Reassignment" shall have the meaning specified in Section 2.07(c).

         "Receivables" shall mean, with respect to an Account, all amounts
shown on the Servicer's records as amounts payable by the related Dealer,
from time to time in respect of advances or payments made by the Seller to or
for the account of such Dealer, to finance the acquisition of a Vehicle or
Vehicles by such Dealer or in respect of the unpaid purchase price of a
Vehicle or Vehicles, together with the group of writings evidencing such
amounts and the security interests created in connection therewith.
Receivables which become Defaulted Receivables shall not be shown on the
Servicer's records as amounts payable (and will cease to be included as
Receivables) on the day on which they become Defaulted Receivables.
Receivables which arise in Designated Accounts from and after the related
Removal Commencement Date shall not be included in calculating the amount of
Receivables.

         "Record Date" shall mean, with respect to any Distribution Date, the
close of business on the Business Day preceding such Distribution Date.



<PAGE>


                                    - 13 -


         "Recoveries" on any Determination Date shall mean all amounts
received, including Insurance Proceeds and amounts withdrawn from the Dealer
Accounts and applied in payment of Receivables, by the Servicer during the
Collection Period immediately preceding such Determination Date with respect
to Receivables which have previously become Defaulted Receivables.

         "Registered Certificateholder" shall mean the Holder of a Registered
Certificate.

         "Registered Certificates" shall have the meaning specified in
Section 6.01.

         "Related Documents" shall mean, collectively, the Assignments and,
with respect to any Series, any applicable Enhancement Agreement.

         "Related Records" shall have the meaning specified in Section 10.01.

         "Relevant Provinces" shall mean the Provinces of British Columbia,
Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Prince
Edward Island and Newfoundland. Nova Scotia will be deemed to be a "Relevant
Province" at such time as the Seller (i) requests its inclusion in such
definition and (ii) delivers to the Custodian an Opinion of Counsel to the
effect that all registration documents, financing statements and all such
similar instruments or documents required in connection therewith have been
filed in such jurisdiction. Not later than five Business Days prior to the
inclusion of Nova Scotia in the definition of "Relevant Provinces", the
Seller shall give each Rating Agency notice of such inclusion.

         "Removal Commencement Date" shall have the meaning specified in
Section 2.07(b).

         "Removal Date" shall have the meaning specified in Section 2.07(c).

         "Removal Notice" shall have the meaning specified in Section
2.07(b).

         "Removed Account" shall have the meaning specified in Section
2.07(c).

         "Required Participation Amount" shall mean, at any date of
determination, an amount equal to (a) the sum of the amounts for each Series
obtained by multiplying the Required Participation Percentage for such Series
by the Initial Invested Amount for such Series at such time plus (b) the
Custodial Available Subordinated Amount on the immediately preceding
Determination Date (after giving effect to the allocations, distributions,
withdrawals and deposits to be made on the Distribution Date following such
Determination Date).

         "Required Participation Percentage" shall mean, with respect to any
Series, the greater of 100% and the percentage specified therefor in the
related Supplement.

         "Requirements of Law" for any Person shall mean the articles of
incorporation and bylaws or other organizational or governing documents of
such Person, and any law, treaty, rule or regulation, or determination of an
arbitrator or Governmental Authority, in each case applicable to or binding
upon such Person or to which such Person is subject, whether federal,
provincial or local (including usury laws and any consumer protection and
cost of credit disclosure laws).

         "Responsible Officer" shall mean the Chief Executive Officer, any
Vice President or Assistant 




<PAGE>


                                    - 14 -


Vice President Corporate Trust Division, of the Custodian or any other
officer to whom such matter is referred because of such officer's knowledge
of and familiarity with the particular subject.

         "Revolving Period" shall mean, with respect to any Series, the
period specified as such in the related Supplement.

         "Seller" shall mean Chrysler Credit Canada Ltd., a Canadian
corporation, and its successors in interest to the extent permitted
hereunder.

         "Seller's Interest" shall have the meaning specified in Section 4.01.

         "Seller's Invested Amount" shall mean, at any date of determination,
an amount equal to the Pool Balance at such time minus the aggregate Invested
Amounts for all outstanding Series at such time.

         "Seller's Master Custodial Certificates" shall mean, collectively,
the CCCL Certificate and any outstanding Supplemental Certificates.

         "Series" shall mean any series of Investor Master Custodial
Certificates.

         "Series Account" shall mean any deposit, trust, escrow, reserve or
similar account maintained for the benefit of the Investor Master Custodial
Certificateholders of any Series or Class, as specified in any Supplement.

         "Series Adjusted Invested Amount" shall mean, with respect to any
outstanding Series and for any Collection Period, the sum of (a) the Initial
Invested Amount of the Investor Master Custodial Certificates of such Series
on the Determination Date occurring in such Collection Period (after giving
effect to any changes therein to be made on the following Distribution Date
pursuant to the applicable Supplement) after subtracting therefrom the
excess, if any, of the cumulative amount (calculated in accordance with the
terms of the related Supplement) of investor charge offs for such Series as
of the last day of the immediately preceding Collection Period over the
aggregate reimbursement of such investor charge offs as of such last day, and
(b) the Available Subordinated Amount, if any, with respect to such Series,
on the Determination Date occurring in such Collection Period (after giving
effect to the allocations, distributions, withdrawals and deposits to be made
on the Distribution Date following such Determination Date pursuant to the
applicable Supplement) (or the initial Available Subordinated Amount with
respect to any Collection Period occurring prior to the first Determination
Date following the related Series Issuance Date).

         "Series Allocable Defaulted Amount" shall mean, with respect to any
Series and for any Collection Period, the product of the Series Allocation
Percentage and the Defaulted Amount with respect to such Collection Period.

         "Series Allocable Miscellaneous Payments" shall mean, with respect
to any Series and for any Collection Period, the product of the Series
Allocation Percentage and the amount of Miscellaneous Payments for such
Collection Period.

         "Series Allocable Non-Principal Collections" shall mean, with
respect to any Series and for any Collection Period, the product of the
Series Allocation Percentage and the amount of Collections of Non-Principal
Receivables deposited in the Collection Account for such Collection Period.



<PAGE>


                                    - 15 -

         "Series Allocable Principal Collections" shall mean, with respect to
any Series and for any Collection Period, the product of the Series
Allocation Percentage and the amount of Collections of Principal Receivables
deposited in the Collection Account for such Collection Period.

         "Series Allocation Percentage" shall mean, with respect to any
Series and for any Collection Period, the percentage equivalent of a
fraction, the numerator of which is the Series Adjusted Invested Amount for
such Collection Period and the denominator of which is the Custodial Adjusted
Invested Amount for such Collection Period.

         "Series Cut-Off Date" shall mean, with respect to any Series, the
date specified as such in the related Supplement.

         "Series Issuance Date" shall mean, with respect to any Series, the
date on which the Investor Master Custodial Certificates of such Series are
to be originally issued in accordance with Section 6.03 and the related
Supplement.

         "Service Default" shall have the meaning specified in Section 10.01.

         "Series Securities" shall mean any debt obligations, co-ownership
certificates, trust certificates or other securities issued by the Holders of
any Series or Class which are secured by or evidence undivided ownership
interests or beneficial interests in the undivided ownership interest in the
Purchased Property represented by the Series or Class.

         "Service Transfer" shall have the meaning specified in Section 10.01.

         "Servicer" shall initially mean CCCL, in its capacity as Servicer
under this Agreement, and after any Service Transfer, the Successor Servicer.

         "Servicing Fee" shall have the meaning specified in Section 3.02.

         "Servicing Officer" shall mean any officer of the Servicer involved
in, or responsible for, the administration and servicing of the Receivables
whose name appears on a list of servicing officers furnished to the Custodian
by the Servicer as such list may from time to time be amended.

         "Standard & Poor's" shall mean Standard & Poor's Corporation or its
successor.

         "Successor Servicer" shall have the meaning specified in Section
10.02(a).

         "Supplement" shall mean, with respect to any Series, a Supplement to
this Agreement, executed and delivered in connection with the original
issuance of the Investor Master Custodial Certificates of such Series
pursuant to Section 6.03, and all amendments thereof and supplements thereto.

         "Supplemental Certificate" shall have the meaning specified in
Section 6.03(c).

         "Tax Opinion" shall mean, with respect to any action, an Opinion of
Counsel satisfactory to the 



<PAGE>


                                    - 16 -


addressee to the effect that for purposes of the Income Tax Act and the
corporations capital and income tax legislation of the Province of Ontario:

                  (a) such action will not adversely affect the
         characterization of the Investor Master Custodial Certificates of
         any outstanding Series or Class as evidencing undivided ownership
         interests in the Purchased Property,

                  (b) except to the extent that proceeds from the disposition
         of Account Assets in which a Holder has an interest may be subject
         to tax in the hands of the Holder, such action will not cause or
         constitute a taxable event with respect to any Investor Master
         Custodial Certificateholders or the Custodian, and

                  (c) in the case of Section 6.03(b), the Investor Master
         Custodial Certificates of the new Series will be characterized as
         evidencing undivided ownership interests in the Purchased Property.

         "Termination Date" shall mean, with respect to any Series, the
termination date specified in the related Supplement.

         "Termination Notice" shall have the meaning specified in Section
10.01.

         "Termination Proceeds" shall have the meaning specified in Section
12.02(c).

         "Transaction Documents" shall have the meaning specified in Section
7.04(a).

         "Transfer" shall have the meaning specified in Section 2.01 and
"Transfers", "Transferred" and "Transfer" shall have corresponding meanings
when used as a verb or noun.

         "Transfer Agent and Registrar" shall have the meaning specified in
Section 6.04.

         "Transfer Date" shall have the meaning specified in Section 2.01.

         "Transfer Deposit Amount" shall mean, with respect to any Receivable
Transferred to the Seller or the Servicer, as applicable, pursuant to Section
2.04(c) or Section 3.03, the amounts specified in such Sections.

         "Unallocated Principal Collections" shall have the meaning specified
in Section 4.04.

         "Used Vehicle" shall mean any Vehicle held for sale by a Dealer that
is determined to be a "used" Vehicle in accordance with the Servicer's
standard wholesale servicing practices.

         "Vehicle" shall mean an automobile or light-duty truck.

SECTION 1.02   Other Definitional Provisions.

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



<PAGE>


                                    - 17 -


                  defined therein.

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

                  (c) The words "hereof", "herein" and "hereunder" and words
                  of similar import when used in this Agreement shall refer
                  to this Agreement as a whole and not to any particular
                  provision of this Agreement; Section, Schedule and Exhibit
                  references contained in this Agreement are references to
                  Sections, Schedules and Exhibits in or to this Agreement
                  unless otherwise specified; and the term "including" shall
                  mean "including without limitation".

                  (d) The definitions contained in this Agreement are
                  applicable to the singular as well as the plural forms of
                  such terms and to the masculine as well as to the feminine
                  and neuter genders of such terms.

                  (e) In this Agreement, any reference to the Transfer to or
                  by the Custodian of any property, or the holding or
                  ownership by the Custodian of any property, shall be deemed
                  to refer to any such Transfer, holding or ownership, as the
                  case may be, to, for and on behalf of the Holders from time
                  to time of Master Custodial Certificates.


                                  ARTICLE II
                          Conveyance of Receivables

SECTION 2.01 Conveyance of Receivables. By execution of this Agreement and in
consideration of the issuance by the Custodian to the Seller of the Seller's
Master Custodial Certificates, the transfer by the Custodian to the Seller of
the proceeds in respect of the issuance of the Investor Master Custodial
Certificates from time to time and the covenants and agreements contained in
this Agreement, the Seller does hereby sell, transfer, assign, set over and
convey ("Transfer"), without recourse (except as expressly provided herein),
to the Custodian, as agent for and on behalf of the Holders from time to time
of Master Custodial Certificates, on the first Closing Date, in the case of
the Initial Accounts, and on the applicable Addition Date, in the case of
Additional Accounts, to be held by the Custodian on behalf of such Holders as
tenants in common, all of the Seller's right, title and interest in, to and
under the Receivables in each Account, all Collateral Security with respect
thereto owned by the Seller at the close of business on the Cut-Off Date, in
the case of the Initial Accounts, and on the applicable Additional Cut-Off
Date, in the case of Additional Accounts, and all monies due or to become due
and all amounts received with respect thereto after the Cut-Off Date, in the
case of the Initial Accounts, and after the applicable Additional Cut-Off
Date, in the case of Additional Accounts, including interest thereon and all
other non-principal charges with respect thereto (including insurance service
fees and handling fees and Recoveries) and all proceeds 






<PAGE>


                                    - 18 -


thereof. As of each Business Day prior to the earlier of (i) the occurrence
of an Early Amortization Event specified in Section 9.01(b), (c), (d) or (e)
and (ii) the Custodial Termination Date (each such Business Day being a
"Transfer Date"), and in consideration of the issuance by the Custodian to
the Seller of the Seller's Master Custodial Certificates, the transfer by the
Custodian to the Seller of the proceeds in respect of the issuance of the
Investor Master Custodial Certificates from time to time and the covenants
and agreements contained in this Agreement, the Seller does hereby Transfer
without recourse (except as expressly provided herein) and without further
action on the part of the Seller, to the Custodian, as agent for and on
behalf of the Holders from time to time of Master Custodial Certificates, to
be held by the Custodian on behalf of such Holders as tenants in common, all
of the Seller's right, title and interest in, to and under the Receivables in
each Account (other than any Receivables created in any Designated Account
from and after the applicable Removal Commencement Date), all Collateral
Security with respect thereto owned by the Seller at the close of business on
such Transfer Date and not theretofore conveyed to the Custodian, and all
monies due or to become due and all amounts received with respect thereto on
and after such Transfer Date, including interest thereon and all other non-
principal charges with respect thereto (including insurance service fees and
handling fees and Recoveries) and all proceeds thereof. Such Receivables,
Collateral Security, monies, amounts and proceeds in or relating to any
Initial Accounts and Additional Accounts (the "Account Assets") together with
all monies on deposit in, and Eligible Investments credited to, the
Collection Account or any Series Account, any Enhancements and all
contractual rights and remedies of the Custodian under this Agreement, the
Related Documents and the related Supplements shall collectively constitute
the assets held by the Custodian as aforesaid pursuant to this Agreement as
agent for and on behalf of the Holders from time to time of the Master
Custodial Certificates (the foregoing, whether now existing or hereafter
created, being referred to in this Agreement as the "Purchased Property").
The foregoing Transfers do not constitute, and are not intended to result in,
the creation or an assumption by the Custodian, any Agent or any Enhancement
Provider of any obligation of the Servicer, the Seller, CCL or any other
Person in connection with the Account Assets or under any agreement or
instrument relating thereto, including any obligation to any Dealers.

         On the first Closing Date and each Addition Date the Seller shall,
to implement the related Transfers, duly execute and deliver a written
assignment in substantially the form of Exhibit B and record and file, at its
own expense, a proper financing statement and all necessary registration
documents, financing change statements and all such other similar instruments
or documents, as the case may be, necessary or desirable under the applicable
PPSA and in such manner, at such times and in such jurisdictions as are
necessary to preserve, protect and perfect the Transfers of the Account
Assets to the Custodian, as agent for and on behalf of the Holders from time
to time of Master Custodial Certificates, and to deliver a file stamped copy
of such financing statements or other appropriate evidence of such filing
under the applicable PPSA to the Custodian on or prior to the first Closing
Date, in the case of the Initial Accounts, and (if any additional filing is
so necessary) the applicable Addition Date, in the case of Additional
Accounts, and (if any additional filing is so necessary) as soon as
practicable after each Transfer Date. Except to the extent of ensuring that
the Seller has delivered an Opinion of Counsel at the time and in the form
required by this Agreement, the Custodian shall be under no obligation
whatsoever to ensure that the recordings and filings required by this Section
to be made by the Seller have been made.

         In connection with such Transfers, the Seller further agrees, at its
own expense, on or prior to the first Closing Date, in the case of the
Initial Accounts, each applicable Addition Date, in the case of Additional
Accounts, each Transfer Date (other than in the case of clause (b) of this
paragraph), and the applicable Removal Commencement Date, in the case of
Removed Accounts, (a) to indicate in its computer files that the Account
Assets (other than those relating to Removed Accounts) have been 



<PAGE>


                                    - 19 -


Transferred to the Custodian and (b) to deliver to the Custodian a computer
file or microfiche or written list containing a true and complete list of all
such Accounts (other than Removed Accounts) specifying for each such Account,
as of the Cut-Off Date, in the case of the Initial Accounts, the applicable
Additional Cut-Off Date, in the case of Additional Accounts, and the
applicable Removal Commencement Date, in the case of Removed Accounts, (i)
its account number, (ii) the aggregate amount of Receivables outstanding in
such Account and (iii) the aggregate amount of Principal Receivables in such
Account. Such file, microfiche or list, as supplemented from time to time to
reflect Additional Accounts and Removed Accounts, shall be marked as Schedule
1 to this Agreement. The Custodian shall be under no obligation whatsoever to
verify the accuracy or completeness of the information contained in Schedule
1 from time to time.

SECTION 2.02   Acceptance by Custodian; Appointment of Custodian.

                  (a) Subject to the terms and conditions hereof, the
                  Custodian hereby acknowledges its acceptance of and
                  agreement to accept hereafter, as agent for and on behalf
                  of the Holders from time to time of Master Custodial
                  Certificates, delivery of all right, title and interest
                  previously held by the Seller in, to and under the Account
                  Assets now and hereafter Transferred to the Custodian
                  pursuant to Section 2.01. The Custodian agrees to act as
                  the agent of the Holders from time to time of Master
                  Custodial Certificates to perform the functions and
                  services and exercise the authority conferred on it by such
                  Holders pursuant to this Agreement. The Custodian further
                  acknowledges that, prior to or simultaneously with the
                  execution and delivery of this Agreement, the Seller deliv
                  ered to the Custodian the computer file or microfiche or
                  written list relating to the Initial Accounts described in
                  the last paragraph of Section 2.01.

                  (b) Each Master Custodial Certificateholder, by its
                  purchase of the undivided ownership interest in the
                  Purchased Property evidenced by its acceptance of its
                  Master Custodial Certificate and without further action,
                  hereby irrevocably appoints, empowers and instructs the
                  Custodian to purchase the Account Assets forming part of
                  the Purchased Property as agent for and on behalf of the
                  Master Custodial Certificateholders and to hold the
                  Purchased Property as agent for and on behalf of the Master
                  Custodial Certificateholders as tenants in common and
                  authorizes, empowers and instructs the Custodian to take in
                  its name or in the name of the Master Custodial
                  Certificateholder or any of them all actions and exercise
                  on behalf of the Master Custodial Certificateholders all
                  rights of such Holders specifically contemplated by this
                  Agreement or any Supplement hereto, including the issuance
                  from time to time of Master Custodial Certificates to the
                  Seller and other Persons who agree to purchase undivided
                  ownership interests as tenants in common in the Purchased
                  Property evidenced by Master Custodial Certifi cates, the
                  right to receive and hold for the account of the Master
                  Custodial Certificate holders all Collections and other
                  amounts relating to the Account Assets or other Purchased
                  Property and to handle and disburse such Collections and
                  other amounts in accordance with this Agreement, the right
                  to appoint the Servicer and any Successor Servicer, the
                  right to service and administer the Purchased Property in
                  accordance with this Agreement, the right to release
                  Purchased Property in accordance with this Agreement
                  (including to permit the Seller or any other Person to
                  retain possession of some or all of the Purchased Property)
                  and the right to enforce the Account Assets and the
                  obligations of the Seller and Servicer under this
                  Agreement. Except as expressly set forth in this Agreement,
                  the authority of the 



<PAGE>


                                    - 20 -


                  Custodian to take such actions and exercise such rights
                  hereunder shall be exclusive and no Master Custodial
                  Certificateholder shall have the right to possess the
                  Purchased Property or the proceeds thereof or to enforce or
                  service the Purchased Property on its own behalf. Each
                  Master Custodial Certificate holder hereby irrevocably
                  authorizes, empowers and instructs the Custodian to execute
                  and deliver on its behalf, as attorney-in-fact or
                  otherwise, all such documents and instruments as may be
                  necessary or desirable to accomplish the foregoing.

                  (c) The Custodian shall have no power to create, assume or
                  incur indebtedness or other liabilities, relating to the
                  Purchased Property or to Transfer the Purchased Property
                  other than as contemplated in this Agreement.

SECTION 2.03 Representations and Warranties of the Seller Relating to the
Seller and the Agreement. The Seller hereby represents and warrants to the
Custodian and the Master Custodial Certificateholders and Enhancement
Providers (if any) that:

                  (a) Organization and Good Standing. The Seller is a
                  corporation duly incorporated and validly existing and in
                  good standing under the Canada Business Corporations Act
                  and has, in all material respects, full corporate power,
                  authority and legal right to own its properties and conduct
                  its business as such properties are presently owned and
                  such business is presently conducted, and to execute,
                  deliver and perform its obligations under this Agreement
                  and to Transfer the Account Assets to the Custodian, as
                  contemplated herein.

                  (b) Due Qualification. The Seller is duly qualified to do
                  business and, where necessary, is in good standing and has
                  obtained all necessary licenses and approvals in each
                  jurisdiction in which the conduct of its business requires
                  such qualification except where the failure to so qualify
                  or obtain licenses or approvals would not have a material
                  adverse effect on its ability to perform its obligations
                  hereunder.

                  (c) Due Authorization. The execution and delivery of this
                  Agreement and the applicable Supplement and the Related
                  Documents and the consummation of the transactions
                  provided for or contemplated by this Agreement and the
                  applicable Supplement and the Related Documents, have been
                  duly authorized by the Seller by all necessary corporate
                  action on the part of the Seller.

                  (d) No Breach. The execution and delivery of this
                  Agreement, the applicable Supplement and the Related
                  Documents, the performance of the transactions contemplated
                  by this Agreement and the applicable Supplement and the
                  Related Documents and the fulfillment of the terms hereof
                  and thereof, will not result in any breach of any of the
                  material terms and provisions of, or constitute (with or
                  without notice or lapse of time or both) a material default
                  under, any indenture, contract, agreement, mortgage, deed
                  of trust, or other instrument to which the Seller is a
                  party or by which it or its properties are bound.

                  (e) No Violation. As of the applicable Closing Date, the
                  execution and delivery of this Agreement, the applicable
                  Supplement and the Related Documents, the performance of
                  the transactions contemplated by this Agreement and the
                  applicable Supplement and the 



<PAGE>


                                    - 21 -

                  Related Documents and the fulfillment of the terms hereof
                  and thereof applicable to the Seller, will not violate any
                  material Requirements of Law applicable to the Seller.

                  (f) No Proceedings. As of the applicable Closing Date,
                  there are no proceedings or, to the knowledge of the
                  Seller, investigations pending or threatened against the
                  Seller before any Governmental Authority (i) asserting the
                  invalidity of this Agreement, the applicable Supplement or
                  any of the Related Documents, (ii) seeking to prevent the
                  issuance of any of the Master Custodial Certificates or the
                  consummation of any of the transactions contemplated by
                  this Agreement and the applicable Supplement or the Related
                  Documents, (iii) seeking any determination or ruling that,
                  in the reasonable judgment of the Seller, would materially
                  and adversely affect the performance by the Seller of its
                  obligations under this Agreement and the applicable
                  Supplement or the Related Documents, (iv) seeking any
                  determination or ruling that would materially and adversely
                  affect the validity or enforceability of this Agreement and
                  the applicable Supplement, the Related Documents or the
                  Master Custodial Certificates or (v) seeking (except to the
                  extent expressly disclosed in the applicable Supplement) to
                  affect adversely or challenge or dispute filing positions
                  taken by the Seller with respect to the income or capital
                  tax attributes of the transactions contemplated by this
                  Agreement or the Account Assets under any federal or
                  provincial income or capital tax legislation.

                  (g) All Consents Required. As of the applicable Closing
                  Date, all appraisals, authorizations, consents, orders,
                  approvals or other actions of any Person or of any
                  Governmental Authority required in connection with the
                  execution and delivery of this Agreement, the applicable
                  Supplement and the Related Documents, the performance of
                  the transactions contemplated by this Agreement, the
                  applicable Supplement and any of the Related Documents, and
                  the fulfillment of the terms hereof and thereof, have been
                  obtained.

                  (h) Enforceability. This Agreement and the applicable
                  Supplement and the Related Documents each constitutes a
                  legal, valid and binding obligation of the Seller
                  enforceable against the Seller in accordance with its
                  terms, except as such enforceability may be limited by
                  applicable bankruptcy, insolvency, reorganization,
                  moratorium or other similar laws, including the PPSA, now
                  or hereafter in effect affecting the enforce ment of
                  creditors' rights in general and to the extent such
                  bankruptcy laws render contractual provisions ineffective,
                  and except as such enforceability may be limited by general
                  principles of equity.

                  (i) Record of Accounts. As of the first Closing Date, in
                  the case of the Initial Accounts, as of the applicable
                  Addition Date, in the case of the Additional Accounts, and,
                  as of the applicable Removal Commencement Date, in the case
                  of Designated Accounts, Schedule 1 to this Agreement is an
                  accurate and complete listing in all material respects of
                  all the Accounts as of the Cut-Off Date, the applicable
                  Additional Cut-Off Date or the applicable Removal
                  Commencement Date, as the case may be, and the information
                  contained therein with respect to the identity of such
                  Accounts and the Account Assets existing thereunder is true
                  and correct in all material respects as of the Cut-Off
                  Date, such applicable Additional Cut-Off Date or such
                  Removal Commencement Date, as the case may be.

<PAGE>

                                   - 22 -


                  (j) Valid Transfer. Each Assignment constitutes a valid
                  Transfer to the Custodian of all right, title and interest
                  of the Seller in, to and under the Account Assets and, upon
                  the filing of the financing statements and the other
                  instruments and documents described in Sections 2.01 and
                  2.02 in the manner and at the times contemplated
                  thereunder, the Custodian will have a first priority
                  perfected ownership interest in such Account Assets except
                  for Liens expressly permitted by this Agreement. Except as
                  otherwise provided in this Agreement, neither the Seller
                  nor any Person claiming through or under the Seller (other
                  than the Custodian) has any claim to or interest in the
                  Account Assets.

         The representations and warranties set forth in this Section 2.03
shall survive the Transfer of the Account Assets to the Custodian and the
issuance of the Master Custodial Certificates. Upon discovery by the Seller,
the Servicer, any Agent or the Custodian of a breach of any of the foregoing
representa tions and warranties, the party discovering such breach shall give
prompt written notice to the other parties, the Master Custodial
Certificateholders, any Agent and to any Enhancement Providers.

         In the event of any breach of any of the representations and
warranties set forth in this Sec tion 2.03 having a material adverse effect
on the interests of the Investor Master Custodial Certificate holders of any
Series, then either the Custodian or the Holders of Investor Master Custodial
Certificates evidencing more than 50% of the aggregate unpaid principal
amount of Investor Master Custodial Certificates of such Series (or any other
Person specifically authorized in the applicable Supplement to take such
action on behalf of Master Custodial Certificateholders of such Series), by
notice then given in writing to the Seller (and to the Custodian, any
Enhancement Providers and the Servicer if given by the Investor Master
Custodial Certificateholders), may direct the Seller to purchase such Master
Custodial Certificateholders' Interest within 60 days of such notice (or
within such longer period as may be speci fied in such notice), and the
Seller shall be obligated to make such purchase on a Distribution Date
occurring within such 60 day or longer period on the terms and conditions set
forth below; provided, however, that no such purchase shall be required to be
made if, by the last Distribution Date occurring prior to the end of such 60
day period (or such longer period as may be specified), the representations
and warranties set forth in this Section 2.03 shall be satisfied in all
material respects, and any material adverse effect on such Master Custodial
Certificateholders' Interest caused thereby shall have been cured.

         The Seller shall deposit in the Collection Account in immediately
available funds on the Business Day preceding such Distribution Date, in
payment for such purchase, an amount equal to the sum of the amounts
specified with respect to each Series to be purchased as provided above in
the related Supplement. Notwithstanding anything to the contrary in this
Agreement, such amounts shall be distributed to the Investor Master Custodial
Certificateholders of such Series on such Distribution Date in accordance
with Article IV and the terms of each Supplement. The obligation of the
Seller to purchase the Master Custodial Certificateholders' Interest pursuant
to this Section 2.03 as described herein shall constitute the sole remedy
respecting an event of the type specified in the first sentence of this
Section 2.03 available to the Investor Master Custodial Certificateholders
(or the Custodian on behalf of the Investor Master Custodial
Certificateholders) or any Enhancement Providers, except as otherwise
provided in Section 7.03.

SECTION 2.04 Representations and Warranties of the Seller Relating to the
Receivables.


<PAGE>

                                   - 23 -


                  (a) Representations and Warranties. The Seller hereby
                  represents and warrants to the Custodian and the Master
                  Custodial Certificateholders and Enhancement Providers (if
                  any) that:

                           (i)      All Account Assets existing on the
                                    Cut-Off Date or, in the case of Addi-
                                    tional Accounts, on the applicable
                                    Addition Date and all Account Assets
                                    Transferred to the Custodian on each
                                    Transfer Date will have been Transferred
                                    by the Seller to the Custodian free and
                                    clear of any Lien, except as otherwise
                                    expressly permitted by this Agreement.

                           (ii)     With respect to all Account Assets
                                    existing on the Cut-Off Date or, in the
                                    case of Additional Accounts, on the
                                    applicable Additional Cut-Off Date and
                                    all Account Assets Transferred to the
                                    Custodian on each Transfer Date, all
                                    consents, licenses, approvals or
                                    authorizations of or registrations or
                                    declarations with any Governmental
                                    Authority required to be obtained,
                                    effected or given by the Seller or the
                                    Custodian in con nection with the
                                    Transfer of such Account Assets by the
                                    Seller to the Custodian have been duly
                                    obtained, effected or given and are in
                                    full force and effect.

                           (iii)    On the Cut-Off Date, each Initial Account
                                    is an Eligible Account and, in the case
                                    of Additional Accounts, on the applicable
                                    Additional Cut-Off Date, each such
                                    Additional Account is an Eligible
                                    Account.

                           (iv)     On the first Closing Date, in the case of
                                    the Initial Accounts, and, in the case of
                                    the Additional Accounts, on the
                                    applicable Addition Date, and on each
                                    Transfer Date, each Receivable
                                    Transferred to the Custodian on such date
                                    is an Eligible Receivable or, if such
                                    Receivable is not an Eligible Receivable,
                                    such Receivable is Transferred to the
                                    Custodian in accordance with Section
                                    2.09.

                  (b) Notice of Breach. The representations and warranties
                  set forth in this Section 2.04 shall survive the Transfer
                  of the Receivables by the Seller to the Custodian and the
                  issuance of the Master Custodial Certificates. Upon
                  discovery by the Seller, the Servicer, any Agent or the
                  Custodian of a breach of any of the representations and
                  warranties set forth in this Section 2.04, the party
                  discovering such breach shall give prompt written notice to
                  the other parties, the Master Custodial Certificateholders,
                  any Agent and to any Enhancement Providers.

                  (c) Reassignment. In the event any representation or
                  warranty under Section 2.04(a) is not true and correct as
                  of the date specified therein with respect to any Account
                  Asset or Account and with respect to any particular Series
                  such breach has a material adverse effect on the related
                  Master Custodial Certificateholders' Interest in any such
                  Account Asset or the Purchased Property applicable to such
                  Account, then, on the last Determination Date occurring
                  within 30 days (or such longer period as may be agreed to
                  by the Custodian) of the earlier to occur of the discovery
                  of any such event by the Seller or the Servicer, or receipt
                  by the Seller or the Servicer of written notice of any such
                  event given by the Custodian, any Agent or any Enhancement
                  Provider, the Seller shall accept a Transfer by 

<PAGE>

                                   - 24 -


                  the Custodian of such Account Asset or, in the case of such
                  an untrue representation or warranty with respect to an
                  Account, all Account Assets relating to such Account, on
                  the terms and conditions set forth in the next succeeding
                  paragraph; provided, however, that no such Transfer shall
                  be required to be made with respect to any such Account
                  Asset if, by such Determination Date, the breached
                  representation or warranty shall then be true and correct
                  in all material respects and any such material adverse
                  effect caused thereby shall have been cured.

         The Seller shall accept a Transfer by the Custodian of each such
Account Asset by directing the Servicer to deduct, subject to the next
sentence, the principal amount of the related Receivables from the Pool
Balance on or prior to the end of the Collection Period in which such
Transfer obligation arises. If, following such deduction, the Seller's
Invested Amount would be less than the Custodial Available Subordinated
Amount on the applicable Determination Date (after giving effect to the
allocations, distributions, withdrawals and deposits to be made on the
Distribution Date following such Determination Date), then not later than
12:00 noon on the day on which such Transfer occurs, the Seller
shall deposit in the Collection Account in immediately available funds the
amount (the "Transfer Deposit Amount") by which the Seller's Invested Amount
would be less than such Custodial Available Subordinated Amount (up to the
principal amount of such Receivables); provided that if the Transfer Deposit
Amount is not deposited as required by this sentence, then the principal
amounts of such Receiv ables shall only be deducted from the Pool Balance to
the extent that the Seller's Invested Amount is not reduced below the
Custodial Available Subordinated Amount and the Receivables the principal
amounts of which have not been so deducted shall not be Transferred to the
Seller and shall remain part of the Purchased Property. Upon Transfer by the
Custodian of any such Account Asset, but only after payment by the Seller of
the Transfer Deposit Amount, if any, the Custodian shall automatically and
without further action be deemed to Transfer to the Seller, without recourse,
representation or warranty, all the right, title and interest of the
Custodian in and to such Account Asset. The Custodian shall execute such
documents and instruments of transfer or assignment and take such other
actions as shall reasonably be requested by the Seller to effect the Transfer
of such Account Assets pursuant to this Section. The obligation of the Seller
to accept a Transfer of any such Account Asset and to pay any related
Transfer Deposit Amount shall constitute the sole remedy respecting the event
giving rise to such obligation avail able to the Custodian or to Master
Custodial Certificateholders or any Enhancement Providers, except as
otherwise provided in Section 7.03.

SECTION 2.05   Addition of Accounts.

                  (a) If, as of the close of business on the last day of any
                  Collection Period, the Pool Balance on such day is less
                  than the Required Participation Amount as of the following
                  Distribution Date (after giving effect to the allocations,
                  distributions, withdrawals and deposits to be made on such
                  Distribution Date (including pursuant to the terms of any
                  Supplement relating to excess funding accounts or other
                  arrangements corresponding to excess funding accounts
                  involving fluctuating levels of investments in Principal
                  Receivables)), then the Seller shall, within 10 Business
                  Days following the end of such Collection Period, Transfer
                  to the Custodian, the Account Assets of additional
                  designated Eligible Accounts of the Seller to be included
                  as Accounts in a sufficient amount such that after giving
                  effect to such addition the Pool Balance as of the close of
                  business on the Addition Date is at least equal to such
                  Required Participation Amount. The Seller shall satisfy the
                  conditions specified in Section 2.05(d) in designating such
                  Additional Accounts and Transferring the related Account
                  Assets to the Custodian. The failure of the Seller to


<PAGE>

                                   - 25 -


                  Transfer Account Assets to the Custodian as provided in
                  this paragraph solely as a result of the unavailability of
                  a sufficient amount of Eligible Receivables shall not
                  constitute a breach of this Agreement; provided, however,
                  that any such failure will nevertheless result in the
                  occurrence of an Early Amortization Event described in
                  Section 9.01(a).

                  (b) The Seller may from time to time, at its sole
                  discretion, subject to the conditions specified in Section
                  2.05(d), voluntarily designate additional Eligible Accounts
                  to be included as Accounts and Transfer to the Custodian
                  the Account Assets of such Additional Accounts.

                  (c) Account Assets from such Additional Accounts shall be
                  Transferred to the Custodian, effective on a date (the
                  "Addition Date") specified in a written notice provided by
                  the Seller (or the Servicer on its behalf) to the
                  Custodian, the Rating Agencies, any Agent and any
                  Enhancement Providers specifying the Additional Cut-Off
                  Date and the Addition Date for such Additional Accounts
                  (the "Addition Notice") on or before the fifth Business Day
                  but not more than the 30th day prior to the related
                  Addition Date (the "Notice Date").

                  (d) The Seller shall be permitted to Transfer to the
                  Custodian the Account Assets of any Additional Accounts
                  designated by the Seller as such pursuant to Section
                  2.05(a) or (b) only upon satisfaction of each of the
                  following conditions on or prior to the related Addition
                  Date:

                           (i)      the Seller shall have provided the
                                    Custodian, any Agent, the Rating Agencies
                                    and any Enhancement Providers with a
                                    timely Addition Notice;

                           (ii)     such Additional Accounts shall all be 
                                    Eligible Accounts;

                           (iii)    the Seller shall have delivered to the
                                    Custodian a duly executed Assignment and
                                    the computer file, microfiche or written
                                    list required to be delivered pursuant to
                                    Section 2.01;

                           (iv)     the Seller shall, to the extent required
                                    by Section 4.03, have deposited in the
                                    Collection Account all Collections with
                                    respect to such Additional Accounts since
                                    the Additional Cut-Off Date;

                           (v)      (A) no selection procedures believed by 
                                    the Seller to be adverse to the interests
                                    of the Investor Master Custodial
                                    Certificateholders and Enhancement
                                    Providers were used in selecting such
                                    Additional Accounts; (B) the file,
                                    microfiche or list of Additional Accounts
                                    delivered pursuant to clause (iii) above
                                    is true and correct in all material
                                    respects as of the Additional Cut-Off
                                    Date and (C) as of each of the Notice
                                    Date and the Addition Date, the Seller
                                    was not insolvent, will not have been
                                    made insolvent by such Transfer and is
                                    not aware of any pending insolvency;

                           (vi)     the Rating Agency Condition shall have
                                    been satisfied with respect to such
                                    addition of Additional Accounts;

<PAGE>

                                   - 26 -


                           (vii)    the addition of the Receivables arising
                                    in such Additional Accounts shall not
                                    result in the occurrence of an Early
                                    Amortization Event;

                           (viii)   the Seller shall have delivered to the
                                    Custodian and any Enhancement Providers a
                                    certificate of a Vice President or more
                                    senior officer (upon which, in the
                                    absence of knowledge to the contrary,
                                    they shall be entitled conclusively to
                                    rely without making inquiries with regard
                                    to the matters set forth therein and
                                    without liability in so relying)
                                    confirming (A) the items set forth in
                                    paragraphs (ii) through (vii) above and
                                    (B) that the Seller reasonably believes
                                    that the addition of the Receivables
                                    arising in such Additional Accounts will
                                    not result in the occurrence of an Early
                                    Amortization Event; and

                           (ix)     on or before each Addition Date, the
                                    Seller shall have delivered to the
                                    Custodian, the Rating Agencies, any Agent
                                    and any Enhancement Providers (A) an
                                    Opinion of Counsel with respect to the
                                    Receivables in the Additional Accounts
                                    substantially in the form of Exhibit D2
                                    and (B) except in the case of an addition
                                    required by Section 2.05(a), a Tax
                                    Opinion with respect to such addition.

                  (e) The Seller by Transferring the Account Assets of any
                  Additional Account shall be deemed to have represented and
                  warranted to the Custodian and any Enhancement Providers as
                  of the applicable Addition Date as to the matters set forth
                  in Section 2.05(d)(v). Upon discovery by the Seller, the
                  Servicer, any Agent, the Custodian or any Enhancement
                  Providers of a breach of the foregoing representation and
                  warranty, the party discovering the breach shall give
                  prompt written notice to the other parties, to any Agent
                  and to any Enhancement Providers.

SECTION 2.06 Covenants of the Seller. The Seller hereby covenants that:

                  (a) No Liens. Except for the Transfers hereunder or as
                  provided in Section 6.03(c), the Seller will not sell,
                  assign or transfer to any Person, or grant, create, incur,
                  assume or suffer to exist any Lien, except for Liens
                  created by persons not claiming through or under the
                  Seller, on, any of the Purchased Property, or any interest
                  therein, or on the Seller's Interest or the Seller's Master
                  Custodial Certificates and the Seller shall defend the
                  right, title and interest of the Custodian in, to and under
                  the Purchased Property, and any rights, remedies, powers
                  and privileges relating thereto, against all claims of
                  third parties claiming through or under the Seller.

                  (b) Delivery of Collections. In the event that the Seller
                  receives payments in respect of Receivables, the Seller
                  agrees to pay or cause to be paid to the Servicer or any
                  Successor Servicer all payments received thereby in respect
                  of the Receivables as soon as practicable after receipt
                  thereof, but in no event later than two Business Days after
                  the receipt by the Seller thereof.

                  (c) Notice of Liens. The Seller shall notify the Custodian
                  promptly after becoming 


<PAGE>

                                   - 27 -


                  aware of any sale, pledge, assignment, transfer or Lien of
                  or on any of the Purchased Property or any part thereof
                  other than the Transfers hereunder.

                  (d) Compliance with Law. The Seller hereby agrees to comply
                  in all material respects with all Requirements of Law
                  applicable to the Seller.

                  (e) Stock; Merger. The Seller will not (i) sell any shares
                  of any class of its voting capital stock to any Person
                  (other than CFC) if the effect of the sale or series of
                  sales would be that CFC no longer owns, directly or
                  indirectly, at least a majority of the issued and
                  outstanding shares in the capital stock of the Seller which
                  are entitled to vote under all circumstances for the
                  election of the Board of Directors of the Seller, or enter
                  into any transaction of merger, amalgamation or
                  consolidation or sell, lease, transfer or otherwise convey
                  all or substantially all of its assets, unless (A) the
                  surviving Person of such merger, amalgamation or
                  consolidation or the Person to whom such assets are sold,
                  leased, transferred or otherwise conveyed assumes all of
                  the Seller's obligations under this Agreement, (B) the
                  Seller shall have given the Rating Agencies and the
                  Custodian at least 10 days' prior notice and the Rating
                  Agency Condition shall have been satisfied with respect to
                  such transaction and (C) such merger, amalgamation or
                  consolidation or sale, lease, transfer or conveyance does
                  not conflict with any provisions of the Articles of
                  Incorporation of the Seller, or (ii) terminate, liquidate
                  or dissolve itself or wind up (or suffer any termination,
                  liquidation or dissolution or wind up).

SECTION 2.07   Removal of Eligible Accounts.

                  (a) On each Determination Date the Seller shall have the
                  right to purchase all (but not less than all) of the
                  Investor Master Custodial Certificateholders' right, title
                  and interest in or to all the Account Assets of one or more
                  Accounts in consideration of an increase in the Master
                  Custodial Certificateholders' Interests and remove such
                  Accounts from Schedule 1 in the manner prescribed in
                  Section 2.07(b).

                  (b) To remove Accounts, the Seller (or the Servicer on its
                  behalf) shall take the following actions and make the
                  following determinations:

                           (i)      not less than five Business Days prior to 
                                    the Removal Commencement Date, furnish to
                                    the Custodian, any Agent, any Enhancement
                                    Providers and the Rating Agencies a
                                    written notice (the "Removal Notice")
                                    specifying the Determination Date on
                                    which purchase and removal of the Account
                                    Assets of one or more Accounts will
                                    commence (a "Removal Commencement Date")
                                    and the Accounts the future generated
                                    Account Assets of which are no longer to
                                    form part of the Purchased Property (the
                                    "Designated Accounts");

                           (ii)     determine on the Removal Commencement 
                                    Date with respect to such Designated
                                    Accounts the aggregate balance of
                                    Principal Receivables in respect of each
                                    such Designated Account (the "Designated
                                    Balance") and deliver as of such Removal
                                    Commencement Date a list of the
                                    Designated Accounts and the related
                                    Designated Balance for each to the
                                    Custodian 

<PAGE>

                                   - 28 -


                                    and amend Schedule 1 on the Removal Date
                                    by delivering to the Custodian, a
                                    computer file, microfiche or written list
                                    containing a true and complete list of
                                    the Removed Accounts specifying the
                                    account number for each such Account;

                           (iii)    from and after such Removal Commencement
                                    Date, cease to Transfer to the Custodian
                                    any and all Account Assets arising in
                                    such Designated Accounts;

                           (iv)     represent and warrant to the Custodian
                                    that the removal of such Eligible
                                    Accounts on any Removal Date shall not,
                                    in the reasonable belief of the Seller,
                                    cause an Early Amortization Event to
                                    occur or cause the Pool Balance to be
                                    less than the Required Participation
                                    Amount;

                           (v)      represent and warrant to the Custodian
                                    that no selection procedures believed by
                                    the Seller to be adverse to the interests
                                    of the Custodian, the Investor Master
                                    Custodial Certificateholders or
                                    Enhancement Providers were utilized in
                                    selecting the Designated Accounts;

                           (vi)     represent and warrant to the Custodian as
                                    of the Removal Date that the list of
                                    Removed Accounts delivered pursuant to
                                    clause (ii) above is true and complete in
                                    all material respects;

                           (vii)    represent and warrant to the Custodian
                                    that such removal will not result in a
                                    reduction or withdrawal of the rating of
                                    any outstanding Series Securities by the
                                    applicable Rating Agency;

                           (viii)   deliver to the Custodian, each Rating
                                    Agency, any Agent and any Enhancement
                                    Providers a Tax Opinion, dated the
                                    Removal Commencement Date, with respect
                                    to such removal; and

                           (ix)     on or before the related Removal
                                    Commencement Date, deliver to the
                                    Custodian, any Agent and any Enhancement
                                    Providers an Officer's Certificate
                                    confirming the items set forth in clauses
                                    (iv) through (vii) above; the Custodian,
                                    in the absence of knowledge to the
                                    contrary, may conclusively rely on such
                                    Officer's Certificate and shall have no
                                    duty to make inquiries with regard to the
                                    matters set forth therein and shall incur
                                    no liability in so relying.

No Designated Accounts shall be so removed if such removal will result in a
reduction or withdrawal of the rating of any outstanding Series Securities by
the applicable Rating Agency.

                  (c) All Account Assets arising in such Designated Accounts
                  prior to the Removal Commencement Date shall continue to be
                  Purchased Property from and after the Removal Commencement
                  Date. On or after the date upon which the aggregate amount
                  of Principal Receivables which constitute Account Assets in
                  such Designated Accounts shall be zero (the "Removal
                  Date"), upon the written request of the Servicer, the
                  Custodian shall 

<PAGE>

                                   - 29 -


                  execute and deliver to the Seller a reassignment in
                  substantially the form of Exhibit E (the "Reassignment")
                  with respect to such Designated Accounts which thereupon
                  shall be deemed to be removed from the Purchased Property
                  for all purposes (a "Removed Account").

SECTION 2.08   Removal of Ineligible Accounts.

                  (a) On any date on which an Account becomes an Ineligible
                  Account (which date shall be deemed to be the Removal
                  Commencement Date) the Seller shall commence removal of the
                  Account Assets of such Ineligible Account in the manner
                  prescribed in Section 2.08(b); provided, however, that if
                  an Account ceases to be a wholesale financing account of
                  the Seller, the Designated Balance of the Account is zero
                  and the Account is not otherwise an Ineligible Account,
                  such Account shall only become an Ineligible Account on the
                  date it is included by the Seller in a Removal Notice under
                  Section 2.08(b)(i).

                  (b) With respect to each Account that becomes an Ineligible
                  Account, the Seller (or the Servicer on its behalf) shall
                  take the following actions and make the following
                  determinations:

                           (i)      promptly furnish to the Custodian, any
                                    Agent and any Enhancement Providers a
                                    Removal Notice specifying the Removal
                                    Commencement Date and the Ineligible
                                    Accounts to be treated as Designated
                                    Accounts;

                           (ii)     determine on the Removal Commencement 
                                    Date with respect to such Designated
                                    Accounts, the Designated Balance with
                                    respect to each such Designated Account
                                    and deliver as of such Removal
                                    Commencement Date a list of the
                                    Designated Accounts and the related
                                    Designated Balance for each to the
                                    Custodian and amend Schedule 1 on the
                                    Removal Date by delivering to the
                                    Custodian a computer file, microfiche or
                                    written list containing a true and
                                    complete list of the Removed Accounts
                                    specifying the account number for each
                                    such Account; and

                           (iii)    from and after such Removal Commencement
                                    Date, cease to Transfer to the Custodian
                                    any and all Account Assets arising in
                                    such Designated Accounts.

                  (c) All Account Assets arising in such Designated Accounts
                  prior to the Removal Commencement Date shall continue to be
                  Purchased Property from and after the Removal Commencement
                  Date. On or after the Removal Date relating to such
                  Designated Accounts, upon the written request of the
                  Servicer, the Custodian shall execute and deliver to the
                  Seller a Reassignment with respect to such Designated
                  Accounts and such Designated Accounts shall be deemed
                  Removed Accounts.

SECTION 2.09 Sale of Ineligible Receivables. The Seller shall sell to the
Custodian on each Transfer Date any and all Account Assets that relate to
Ineligible Receivables arising in any Eligible Accounts, provided that (a) on
the Cut-Off Date or, in the case of Additional Accounts, on the related
Additional Cut-


<PAGE>

                                   - 30 -


Off Date, and on the applicable Transfer Date, the Account in which such
Ineligible Receivables arise is an Eligible Account and (b) the Custodial
Incremental Subordinated Amount is adjusted in accordance with the definition
of Custodial Incremental Subordinated Amount.


                                 ARTICLE III
                 Administration and Servicing of Receivables

SECTION 3.01 Acceptance of Appointment and Other Matters Relating to the
Servicer.

                  (a) The Servicer is hereby appointed by the Custodian to
                  service and administer the Account Assets, collect payments
                  due under the Receivables and charge off as uncollectible
                  Receivables, all in accordance with its customary and usual
                  servicing procedures for servicing wholesale receivables
                  comparable to the Receivables which the Servicer services
                  for its own account and in accordance with the Floorplan
                  Financing Guidelines. The Servicer shall have full power
                  and authority, acting alone or through any party properly
                  designated by it hereunder, to do any and all things in
                  connection with such servicing and administration which it
                  may deem necessary or desirable. Without limiting the
                  generality of the foregoing and subject to Section 10.01,
                  the Servicer is hereby authorized and empowered, unless
                  such power and authority is revoked by the Custodian on
                  account of the occurrence of a Service Default pursuant to
                  Section 10.01, (i) to instruct the Custodian to make
                  withdrawals and payments from the Collection Account and
                  any Series Account as set forth in this Agreement, (ii) to
                  instruct the Custodian to take any action required or
                  permitted under any Enhancement, (iii) to execute and
                  deliver, on behalf of the Custodian, the Master Custodial
                  Certificateholders and the Enhancement Providers, any and
                  all instruments of satisfaction or cancellation, or of
                  partial or full release or discharge, and all other
                  comparable instruments, with respect to the Receivables
                  and, after the delinquency of any Receivable and to the
                  extent permitted under and in compliance with applicable
                  Requirements of Law and to commence enforcement proceedings
                  with respect to such Receivables, (iv) to make any filings,
                  reports, notices, applications, registrations with, and
                  seek any consents or authorizations from, any Governmental
                  Authority as may be necessary or advisable to comply with
                  any Requirements of Law and (v) to delegate certain of its
                  servicing, collection, enforcement and administrative
                  duties hereunder with respect to the Accounts and the
                  Receivables to any Person who agrees to conduct such duties
                  in accordance with the Floorplan Financing Guidelines and
                  this Agreement; provided, however, that the Servicer shall
                  notify the Custodian, the Rating Agencies, any Agent and
                  any Enhancement Providers in writing of any such delegation
                  of its duties which is not in the ordinary course of its
                  business, that no delegation will relieve the Servicer of
                  its liability and responsibility with respect to such
                  duties and that the Rating Agency Condition shall have been
                  satisfied with respect to any such delegation. The
                  Custodian as agent for and on behalf of the Holders of the
                  Master Custodial Certificates shall furnish the Servicer
                  with any powers of attorney and other documents necessary
                  or appropriate to enable the Servicer to carry out its
                  servicing and administrative duties hereunder.

                  (b) The parties hereto agree that Non-Principal
                  Receivables, whenever created, that have accrued in respect
                  of Principal Receivables which have been Transferred to the


<PAGE>

                                   - 31 -


                  Custodian, shall continue to be a part of the Purchased
                  Property notwithstanding any cessation of the Transfer of
                  additional Principal Receivables to the Custodian and
                  Collections with respect thereto shall continue to be
                  allocated and paid in accordance with the terms of this
                  Agreement.

                  (c) The Servicer shall not, and any Successor Servicer
                  shall not be obligated to, use separate servicing
                  procedures, offices, employees or accounts for servicing
                  the Account Assets from the procedures, offices, employees
                  and accounts used by the Servicer in connection with
                  servicing other wholesale receivables.

                  (d) The Servicer shall comply with and perform its
                  servicing obligations with respect to the Accounts and
                  Account Assets in accordance with the Floorplan Financing
                  Agreements relating to the Accounts and the Floorplan
                  Financing Guidelines, except insofar as provided in the
                  related Supplement. Subject to compliance with all Require-
                  ments of Law, the Servicer (or the Seller) may change the
                  terms and provisions of the Floorplan Financing Agreements
                  or the Floorplan Financing Guidelines in any respect
                  (including the calculation of the amount or the timing of
                  charge offs and the rate of the finance charge assessed
                  thereon), only if (i) as a result of such change, in the
                  reasonable judgment of the Servicer no Early Amortization
                  Event will occur at any time and none of the Enhancement
                  Providers, if any, or the Master Custodial
                  Certificateholders shall be adversely affected in any
                  material respect, (ii) such change is made applicable to
                  the comparable segment, if any, of wholesale accounts owned
                  or serviced by the Servicer which have characteristics the
                  same as, or substantially similar to, the Accounts which
                  are the subject of such change and (iii) such change is not
                  prohibited as provided in the related Supplement.

                  (e) All Collections shall be held in trust by the Servicer
                  for the benefit of the Master Custodial Certificateholders
                  and the Enhancement Providers and, within two Business Days
                  after receipt thereof, shall be segregated from the
                  Servicer's own funds and identified in relation to each
                  related Receivable. In the event that for any reason
                  payments on an Account cannot be identified as relating to
                  a specific Receivable, then the Seller and the Servicer
                  agree that such payments shall be allocated with respect to
                  (i) the principal balance of such Account first to the
                  oldest principal balance of such Account and (ii) interest
                  due under such Account first to interest due on such oldest
                  principal balance. The parties hereto agree that
                  Non-Principal Receivables, whenever created, accrued in
                  respect of Principal Receivables which have been conveyed
                  to the Custodian shall continue to be a part of the
                  Purchased Property notwithstanding any cessation of the
                  transfer of additional Principal Receivables to the
                  Custodian and Collections with respect thereto shall
                  continue to be allocated and paid in accordance with the
                  terms of this Agreement.

SECTION 3.02 Servicing Compensation. CCCL, as Seller and initial Servicer,
agrees that the consideration received by it for the Account Assets shall
constitute full compensation for its servicing activities hereunder and
reimbursement for its expenses as set forth in the immediately following
paragraph. If a Successor Servicer other than CCCL or any of its Affiliates
shall be appointed as the Servicer, such Successor Servicer shall be entitled
to receive the Servicing Fee on each Distribution Date on or prior to the
Custodial Termination Date payable in arrears. The "Servicing Fee" shall be
the 


<PAGE>


                                   - 32 -


aggregate of the Monthly Servicing Fees, if applicable, specified in the
Supplements. The Servicing Fee shall be payable to the Successor Servicer
solely to the extent amounts are available for payment in accordance with the
terms of the Supplements.

         The Servicer's expenses include the amounts due to the Custodian in
respect of its services as set forth in Section 11.05 and the reasonable fees
and disbursements of independent accountants and all other expenses incurred
by the Servicer in connection with its activities hereunder, and including
all other fees and expenses relating to the Purchased Property not expressly
stated herein to be for the account of the Master Custodial
Certificateholders. The Servicer shall be required to pay such expenses for
its own account, and shall not be entitled to any payment therefor other
than, in the case of a Successor Servicer, the Servicing Fee, if any. The
Servicer will be solely responsible for all fees and expenses incurred by or
on behalf of the Servicer in connection herewith and the Servicer will not be
entitled to any fee or other payment from, or claim on, any of the Purchased
Property (other than, in the case of a Successor Servicer, the Servicing Fee,
if any). Notwithstanding anything to the contrary contained in this Agreement
or any Supplement, if the Custodian is appointed as Successor Servicer
pursuant to Section 10.02, CCCL, as Seller and initial Servicer, shall
reimburse the Custodian for the Additional Custodial Servicing Expenses, if
any, and, without limiting the foregoing rights of the Custodian, the
Custodian shall be entitled to set off such Additional Custodial Servicing
Expenses, if any, only against monies to be distributed to the Holder of the
Seller's Master Custodial Certificate (subject to the rights of the Investor
Master Custodial Certificateholders).

         CCCL, as Seller and initial Servicer, shall be responsible for
paying Additional Issue Expenses relating to any Series.

SECTION 3.03 Representations, Warranties and Covenants of the Servicer.

                  (a) CCCL, as Servicer, hereby makes, and any Successor
                  Servicer by its acceptance of its appointment hereunder
                  shall make, on each Closing Date (and on the date of
                  acceptance of any such appointment) the following
                  representations, warranties and, in the case of clauses
                  (vii), (viii), (ix), (x), (xi) and (xii), covenants to and
                  with the Custodian and the Enhancement Providers (if any):

                           (i)      Organization and Good Standing. Such 
                                    party is a corporation duly incorporated,
                                    validly existing and in good standing
                                    under the laws of the jurisdiction of its
                                    incorporation and has, in all material
                                    respects, full corporate power, authority
                                    and legal rights to own its properties
                                    and conduct its wholesale receivable
                                    servicing business as such properties are
                                    presently owned and as such business is
                                    presently conducted, and to execute,
                                    deliver and perform its obligations under
                                    this Agreement and the applicable
                                    Supplement.

                           (ii)     Due Qualification. Such party is duly
                                    qualified to do business and is in good
                                    standing and has obtained all necessary
                                    licenses and approvals in each
                                    jurisdiction in which the servicing of
                                    the Account Assets as required by this
                                    Agreement requires such qualification
                                    except where the failure to so qualify or
                                    obtain licenses or approvals would not
                                    have a material adverse effect on its
                                    ability to perform its obligations
                                    hereunder.




<PAGE>


                                    - 33 -

                           (iii)    Due Authorization. The execution,
                                    delivery, and performance of this
                                    Agreement and the applicable Supplement
                                    has been duly authorized by such party by
                                    all necessary corporate action on the
                                    part thereof.

                           (iv)     Binding Obligation. Each of this Agreement
                                    and the applicable Supplement constitutes
                                    a legal, valid and binding obligation of
                                    such party, enforceable in accordance
                                    with its terms, except as enforceability
                                    may be limited by applicable bankruptcy,
                                    insolvency, reorganization, moratorium or
                                    other similar laws, including the PPSA,
                                    now or hereinafter in effect, affecting
                                    the enforcement of creditors' rights in
                                    general and to the extent such bankruptcy
                                    laws render contractual provisions
                                    ineffective, and except as such
                                    enforceability may be limited by general
                                    principles of equity.

                           (v)      No Violation. The execution and delivery 
                                    of this Agreement and the applicable
                                    Supplement by such party, the performance
                                    of the transactions contemplated by this
                                    Agreement and the applicable Supplement
                                    and the fulfillment of the terms hereof
                                    and thereof applicable to such party will
                                    not violate, result in any breach of any
                                    of the material terms and provisions of,
                                    or constitute (with or without notice or
                                    lapse of time or both) a material default
                                    under, any Requirement of Law applicable
                                    to such party or any indenture, contract,
                                    agreement, mortgage, deed of trust, or
                                    other instrument to which such party is a
                                    party or by which it is bound.

                           (vi)     No Proceedings. There are no proceedings 
                                    or, to the knowledge of such party,
                                    investigations, pending or threatened
                                    against such party before any court,
                                    regulatory body, administrative agency or
                                    other tribunal or Governmental Authority
                                    seeking to prevent the issuance of the
                                    Master Custodial Certificates or the
                                    consummation of any of the transactions
                                    contemplated by this Agreement and the
                                    applicable Supplement, seeking any
                                    determination or ruling that, in the
                                    reasonable judgment of such party, would
                                    materially and adversely affect the
                                    performance by such party of its
                                    obligations under this Agreement and the
                                    applicable Supplement, or seeking any
                                    determination or ruling that would materi
                                    ally and adversely affect the validity or
                                    enforceability of this Agreement and the
                                    applicable Supplement.

                           (vii)    Compliance with Requirements of Law. Such 
                                    party shall duly satisfy all obligations
                                    on its part to be fulfilled under or in
                                    connection with the Account Assets, will
                                    maintain in effect all qualifications
                                    required under Requirements of Law in
                                    order to service properly the Account
                                    Assets and will comply in all material
                                    respects with all Requirements of Law in
                                    connection with servicing the Account
                                    Assets the failure to comply with which
                                    would have a material adverse effect on
                                    the interests held by the Custodian or
                                    the rights of the Investor Master
                                    Custodial Certificate holders and
                                    Enhancement Providers.

<PAGE>

                                   - 34 -


                           (viii)   No Rescission or Cancellation. Such party
                                    shall not permit any rescission or
                                    cancellation of a Receivable forming part
                                    of the Account Assets except as ordered
                                    by a court of competent jurisdiction or
                                    other Governmental Authority.

                           (ix)     Protection of Rights of the Investor
                                    Master Custodial Certificateholders and
                                    Enhancement Providers. Such party shall
                                    take no action, nor omit to take any
                                    action, which would impair the rights of
                                    Investor Master Custodial
                                    Certificateholders and Enhancement
                                    Providers in the Account Assets nor shall
                                    it reschedule, revise or defer payments
                                    due on any Receivable except in
                                    accordance with the Floorplan Financing
                                    Guidelines.

                           (x)      Servicer Concentration Account. The 
                                    Servicer maintains deposit accounts
                                    (collectively, the "Concentration
                                    Account") into which it shall deposit all
                                    amounts paid by the Dealers under
                                    Floorplan Financing Agreements. The
                                    Servicer agrees (i) that it will not
                                    change this method of collection without
                                    the prior written consent of the
                                    Custodian, any Enhancement Providers and
                                    any Agents; (ii) with respect to amounts
                                    deposited into the Concentration Account
                                    in respect of a particular day, that it
                                    will not transfer such amounts from the
                                    Concentration Account until the Servicer
                                    has posted all Collections in respect of
                                    the Account Assets for such day and (iii)
                                    concurrently with the transfer of amounts
                                    from the Concentration Account in respect
                                    of a particular day, the Servicer will
                                    make the deposits and transfers required
                                    by the terms of this Agreement for such
                                    day.

                           (xi)     Negative Pledge. Except for the Transfers
                                    hereunder to the Custodian, the Servicer
                                    will not sell, pledge, assign or transfer
                                    to any other Person, or grant, create,
                                    incur or assume any Lien on, any of the
                                    Purchased Property Transferred to the
                                    Custodian, whether now existing or
                                    hereafter created, or any interest
                                    therein, and the Servicer shall defend
                                    the rights, title and interest of the
                                    Custodian, in, to and under any of the
                                    Purchased Property Transferred to the
                                    Custodian, whether now existing or
                                    hereafter created, against all claims of
                                    third parties claiming through or under
                                    the Seller or the Servicer.

                           (xii)    Possession of Chattel Paper Forming Part
                                    of Account Assets. The Servicer shall at
                                    all times retain in its possession in
                                    Canada the chattel paper forming part of
                                    the Account Assets Transferred to the
                                    Custodian hereunder.

                  (b) Notice of Breach. The representations and warranties
                  set forth in this Section 3.03 shall survive the Transfer
                  of the Account Assets to the Custodian and the issuance of
                  the Master Custodial Certificates. Upon discovery by the
                  Seller, the Servicer,

<PAGE>

                                   - 35 -


                  any Agent or the Custodian, of a breach of any of the
                  representations and warranties set forth in this Section
                  3.03, the party discovering such breach shall give prompt
                  written notice to the other parties, any Agent and to any
                  Enhancement Providers.

                  (c) Purchase. In the event any covenant contained in
                  Section 3.03(a) (vii), (viii) or (ix) has been breached in
                  any material respect with respect to any Account Asset or
                  Account and such breach has a material adverse effect on
                  the Master Custodial Certificateholders' Interest in such
                  Account Asset or the Purchased Property applicable to such
                  Account, then, on the last Determination Date occurring
                  within 30 days (or such longer period as may be agreed to
                  by the Custodian) of the earlier to occur of the discovery
                  of any such event by the Seller or the Servicer, or receipt
                  by the Seller or the Servicer of written notice of any such
                  event given by the Custodian, any Agent or any Enhancement
                  Providers, the Servicer shall purchase such Account Asset
                  or, in the case of a breach with respect to an Account, all
                  Account Assets in such Account, on the terms and conditions
                  set forth in the next succeeding paragraph; provided,
                  however, that no such purchase shall be required to be made
                  if, by such Determination Date, the breach shall have been
                  cured in all material respects and any material adverse
                  effect caused thereby shall have been cured. The Servicer
                  shall effect such purchase by depositing in the Collection
                  Account in immediately available funds an amount equal to
                  the Purchase Price of such Account Assets. Any such deposit
                  of such Purchase Price into the Collection Account shall be
                  considered a Transfer Deposit Amount and shall be applied
                  in accordance with the terms of this Agreement.

         Upon each such payment of such Purchase Price, the Custodian shall
automatically and without further action be deemed to Transfer, to the
Servicer, without recourse, representation or warranty, all such Master
Custodial Certificateholders' right, title and interest in and to such
Account Assets. The Custodian, is hereby authorized by the Master Custodial
Certificateholders, to execute and deliver to the Servicer an assignment,
substantially in the form of a Reassignment, of such Account Assets and take
such other actions as shall be reasonably requested by the Servicer to effect
the Transfer of any such Account Assets pursuant to this Section. The
obligation of the Servicer to purchase such Account Assets, and to make the
deposits required to be made to the Collection Account as provided in the
preceding paragraph, shall constitute the sole remedy respecting the event
giving rise to such obligation available to Master Custodial
Certificateholders or the Custodian or any Enhancement Providers, except as
otherwise provided in Section 8.04.

SECTION 3.04 Reports and Records for the Custodian; Bank Account Statements.
On or before each Distribution Date, with respect to each outstanding Series,
the Servicer shall deliver to any Enhancement Providers, the Rating Agencies,
the Custodian, any Agent and each Investor Master Custodial Certificateholder
a Distribution Date Statement for such Distribution Date substantially in the
form set forth in the related Supplement. The Servicer shall provide
summaries of the Floorplan Financing Guidelines as amended from time to time
to the Custodian and upon request, to the Rating Agencies.

SECTION 3.05 Annual Servicer's Certificate. The Servicer will deliver to the
Rating Agencies, the Custodian, any Agent and any Enhancement Providers on or
before April 30 of each calendar year, beginning with April 30, 1993, an
Officer's Certificate substantially in the form of Exhibit C stating that (a)
a review of the activities of the Servicer during the preceding calendar year
and of its performance under this Agreement was made under the supervision of
the officer signing such certificate and (b) to the


<PAGE>

                                   - 36 -


best of such officer's knowledge, based on such review, the Servicer has
performed in all material respects its obligations under this Agreement
throughout such year, or, if there has been a material default in the
performance of any such obligation, specifying each such default known to
such officer and the nature and status thereof. A copy of such certificate
may be obtained by any Investor Master Custodial Certificateholder by a
request in writing to the Custodian addressed to the Custodial Trust Office.

SECTION 3.06 Annual Independent Accountants' Servicing Report. The Servicer
shall cause a firm of independent chartered accountants, who may also render
other services to the Servicer or to the Seller, to deliver to the Custodian,
the Rating Agencies, each Agent and each Enhancement Provider on or before
April 30 of each year, beginning April 30, 1993, a report addressed to the
Board of Directors of the Servicer and to the Custodian, to the effect that
such firm has examined the financial statements of the Servicer and issued
its report thereon and that such examination: (a) was made in accordance with
generally accepted auditing standards, and accordingly included such tests of
the accounting records and such other auditing procedures as such firm
considered necessary in the circumstances, (b) included tests relating to
wholesale receivables (including financing arrangements with Dealers to
finance their automobile and light-duty truck inventory) serviced for others
which procedures will be agreed upon by the Custodian, CCCL and the chartered
accountants and will be based upon the requirements of the Uniform Single
Audit Program for Mortgage Bankers, to the extent the procedures in such
program are applicable to the servicing obligations set forth in this
Agreement and (c) except as described in the report, disclosed no exceptions
or errors in the records relating to wholesale receivables (including
financing arrangements with Dealers to finance their automobile and
light-duty truck inventory) serviced for others that, in the firm's opinion,
and as agreed upon by the Custodian and CCCL, using paragraph four of such
Uniform Single Audit Program as a basis requires such firm to report. A copy
of such report may be obtained by any Investor Master Custodial
Certificateholder by a request in writing to the Custodian addressed to the
Custodial Trust Office.

SECTION 3.07 Tax Treatment. The Seller has entered into this Agreement and
the Investor Master Custodial Certificates have been (or will be) issued by
the Custodian with the intention that the Investor Master Custodial
Certificateholders will be treated under the provisions of the Income Tax Act
and the corporations capital and income tax legislation of the Relevant
Provinces, as owners of direct, undivided ownership interests as tenants in
common in the Purchased Property. The Seller, the Custodian and, by
acceptance of its Master Custodial Certificate, each Master Custodial
Certificateholder acknowledges that this Agreement does not and is not
intended to create the relationship of partnership between or among any two
or more of them. Each of the Servicer and the Custodian acknowledges that it
does not have and agrees that it will not exercise or purport to exercise any
general authority to contract on behalf of any one or more of the Master
Custodial Certificateholders. Each of the Seller, the Servicer (including any
Successor Servicer), the Custodian and, by acceptance of its Master Custodial
Certificate, each Master Custodial Certificateholder agrees to treat the
Investor Master Custodial Certificates in a manner consistent with the
foregoing for purposes of all Canadian federal and provincial income and
capital tax legislation.

SECTION 3.08 Notices to CCCL. In the event CCCL is no longer acting as
Servicer, any Successor Servicer appointed pursuant to Section 10.02 shall
deliver or make available to CCCL, as the case may be, each certificate and
report required to be prepared, forwarded or delivered thereafter pursuant to
Sections 3.04, 3.05 or 3.06.


<PAGE>

                                   - 37 -

SECTION 3.09   Adjustments.

                  (a) If the Servicer adjusts downward the amount of any
                  Principal Receivable because of a rebate, refund, credit
                  adjustment or billing error to a Dealer, or because such
                  Receivable was created in respect of a Vehicle which was
                  refused or returned by a Dealer, then, in any such case,
                  the Seller's Invested Amount will be automatically reduced
                  by the amount of the adjustment, subject to the last
                  sentence of this Section. Furthermore, if following such a
                  reduction the Seller's Invested Amount would be less than
                  the Custodial Available Subordinated Amount on the
                  immediately preceding Determination Date (after giving
                  effect to the allocations, distributions, withdrawals and
                  deposits to be made on the Distribution Date following such
                  Determination Date), then the Seller shall be required to
                  pay an amount equal to such deficiency (up to the amount of
                  such adjustment) into the Collection Account on the
                  Business Day on which such adjustment or reduction occurs
                  (each such payment an "Adjustment Payment"). If the Seller
                  shall fail to make any deposit to the Collection Account
                  with respect to such Adjustment Payment or portion thereof
                  by the Determination Date relating to the Collection Period
                  with respect to which such Adjustment Payment is payable,
                  the amount of such Adjustment Payment or portion thereof
                  shall be allocated on such related Determination Date pro
                  rata among the then outstanding Series based on their
                  respective Series Allocation Percentages for the Collection
                  Period with respect to which such payment should have been
                  made.

                  (b) If (i) the Servicer makes a deposit into the Collection
                  Account in respect of a Collection of a Receivable and such
                  Collection was received by the Servicer in the form of a
                  cheque which is not honored for any reason or (ii) the
                  Servicer makes a mistake with respect to the amount of any
                  Collection and deposits an amount that is less than or more
                  than the actual amount of such Collection, the Servicer
                  shall appropriately adjust the amount subsequently
                  deposited into the Collection Account to reflect such
                  dishonoured cheque or mistake. Any Receivable in respect of
                  which a dishonoured cheque is received shall be deemed not
                  to have been paid.


                                  ARTICLE IV
              Rights of Master Custodial Certificateholders and
                  Allocation and Application of Collections

SECTION 4.01 Rights of Master Custodial Certificateholders. The Investor
Master Custodial Cer tificateholders with respect to each Series, shall be
entitled to an undivided ownership interest as tenants in common in, and
shall have the right to receive from the Purchased Property, to the extent
necessary to equal the required payments with respect to the Investor Master
Custodial Certificates of such Series at the times and in the amounts
specified in the related Supplement, the portion of Collections allocable to
Investor Master Custodial Certificateholders of such Series pursuant to this
Agreement and such Supplement, funds on deposit in the Collection Account
allocable to Investor Master Custodial Certificateholders of such Series
pursuant to this Agreement and such Supplement, funds on deposit in any
related Series Account and funds available pursuant to any related
Enhancement (collectively, with respect to all Series, the "Master Custodial
Certificateholders' Interest"), it being understood that the Investor Master
Custodial Certificateholders of any Series or Class shall not have the right
to receive funds from any Series Account or Enhancement for the benefit of
any other Series or Class. At any time the undivided ownership


<PAGE>

                                   - 38 -


interest in the Purchased Property represented by an Investor Master
Custodial Certificate is the portion thereof that will entitle the Holder of
such Certificate to receive the aggregate amount determined to be allocable
to such Holder at that time and thereafter in accordance with the terms of
this Agreement and the applicable Supplement. The Holders of the Seller's
Master Custodial Certificates shall be entitled to an undivided ownership
interest as tenants in common in, and shall have the right to receive, the
remainder of the Purchased Property not allocated pursuant to this Agreement
or any Supplement to the Master Custodial Certificateholders' Interest,
including the right to receive Collec tions with respect to the Receivables
and other amounts at the times and in the amounts specified in any Supplement
to be paid to the Seller or to the Holders of the Seller's Master Custodial
Certificates (the "Seller's Interest"); provided, however, that the Holders
of the Seller's Master Custodial Certificates shall not have the right to
receive funds from the Collection Account, any Series Account or any
Enhancement, except as specifically provided in this Agreement or any
Supplement.

SECTION 4.02 Establishment of the Collection Account. The Servicer, for the
benefit of the Master Custodial Certificateholders and Enhancement Providers,
shall cause to be established and maintained in the name of the Custodian an
Eligible Deposit Account bearing a designation clearly indicating that the
funds deposited therein are held in trust for the Master Custodial
Certificateholders and Enhancement Providers (the "Collection Account"). The
Custodian shall possess all title documents to and other evidence of
ownership of all funds from time to time on deposit in, and all Eligible
Investments credited to, the Collection Account and all proceeds thereof. The
Custodian shall have sole signing authority in respect of the Collection
Account. If, at any time, the Collection Account ceases to be an Eligible
Deposit Account, the Servicer shall establish a substitute Eligible Deposit
Account as the Collection Account, instruct the Custodian to transfer any
cash and/or any Eligible Investments to such new Collection Account and, from
the date any such substitute account is established, such account shall be
the Collection Account. Except to the extent of any interest as a Master
Custodial Certificateholder, neither the Seller nor the Servicer, nor any
person or entity claiming by, through or under the Seller or Servicer, shall
have any right, title or interest in, or any right to withdraw any amount
from, the Collection Account. Pursuant to the authority granted to the
Servicer in Section 3.01, the Servicer shall have the power, revocable by the
Custodian, or by Holders of Investor Master Custodial Certificates evidencing
more than 50% of the aggregate unpaid principal amount of Investor Master
Custodial Certificates of such Series, to instruct the Custodian to make
withdrawals and payments from the Collec tion Account for the purposes of
carrying out the Servicer's or the Custodian's duties specified in this
Agreement.

         All title documents to and other evidences of ownership of all
Eligible Investments shall be held by the Custodian, for the benefit of the
Master Custodial Certificateholders and the Enhancement Providers. Funds on
deposit in the Collection Account shall at the direction of the Servicer be
invested by the Custodian solely in Eligible Investments that will mature so
that such funds will be available at the close of business on or before the
Business Day next preceding the following Distribution Date (or on or before
10:00 a.m. on such following Distribution Date in the case of Eligible
Investments in respect of which the Custodian is the obligor) and the
Custodian may rely on, and shall be protected in acting on, such direction of
the Servicer. As of each Determination Date, all interest and other
investment earnings (net of losses and investment expenses) on funds on
deposit in the Collection Account received on such Determination Date shall
be credited to the Collection Account. Schedule 2 identifies the Collection
Account by setting forth the account number of such account, the account
designation of such account and the name and address of the institution with
which such account has been established. If a substitute Collection Account
is established pursuant to this Section 4.02, the Servicer shall provide to
the Custodian an amended Schedule 2, setting forth the relevant information
for such substitute Collection Account.





<PAGE>

                                   - 39 -


SECTION 4.03 Allocations and Applications of Collections and Other Funds.

                  (a) Except as otherwise provided in Section 4.03(b), the
                  Servicer shall deposit Collections into the Collection
                  Account as promptly as possible after the Date of
                  Processing of such Collections, but in no event later than
                  the second Business Day after such Date of Processing.

                  (b) Notwithstanding anything in this Agreement to the
                  contrary, for so long as (i) CCCL remains the Servicer
                  hereunder, (ii) no Service Default has occurred and is
                  continuing and (iii) (x) CFC owns, directly or indirectly,
                  at least a majority of the issued and outstanding shares of
                  capital stock of CCCL which are entitled to vote under all
                  circumstances for the election of the Board of Directors of
                  CCCL and CFC maintains a short term rating of at least A-1
                  by Standard & Poor's and P-1 by Moody's (and for five
                  Business Days following any reduction of either such
                  rating), (y) CCCL arranges for and maintains a letter of
                  credit or other form of Enhancement in respect of the
                  Servicer's obligations to make deposits of collections on
                  the Receivables in the Collection Account that is
                  acceptable in form and substance to each Rating Agency, any
                  Agents and any Enhancement Providers or (z) CCCL otherwise
                  obtains the Rating Agency confirmations described below,
                  then, subject to any limitations in the confirmations
                  described below, the Servicer need not make the deposits of
                  Collections into the Collection Account as provided in
                  Section 4.03(a), but may make a single deposit into the
                  Collection Account in same day or next day funds not later
                  than 12:00 noon, Toronto time, on the Business Day
                  immediately preceding the Distribution Date in a net amount
                  equal to the amount which would have been on deposit on
                  that day with respect to the immediately preceding
                  Collection Period in the Collection Account; provided,
                  however, that prior to ceasing deposits as provided in
                  Section 4.03(a), the Seller shall have delivered to the
                  Custodian written confirmation from each of the Rating
                  Agencies that the failure by CCCL to make such deposits
                  will not result in a reduction or withdrawal of the rating
                  of any outstanding Series Securities.

                  (c) Subject to Section 4.04, but notwithstanding anything
                  else in this Agreement to the contrary, with respect to any
                  Collection Period, whether the Servicer is required to make
                  deposits of Collections pursuant to Section 4.03(a) or (b),
                  (i) the Servicer will only be required to deposit
                  Collections into the Collection Account up to the aggregate
                  amount of Collections required to be deposited into any
                  Series Account or, without duplication, distributed on the
                  related Distribution Date to Investor Master Custodial
                  Certificateholders, to any Agent or to any Enhancement
                  Provider pursuant to the terms of any Supplement or
                  Enhancement Agreement and (ii) if at any time prior to such
                  Distribution Date the amount of Collections deposited in
                  the Collection Account exceeds the amount required to be
                  deposited pursuant to clause (i) above, the Servicer will
                  be permitted to instruct the Custodian to withdraw the
                  excess from the Collection Account and distribute the
                  amount withdrawn in accordance with the Servicer's
                  instructions. Such excess shall be deemed to be allocable
                  to the Holder of the Seller's Master Custodial
                  Certificates.

<PAGE>

                                   - 40 -


                  (d) Subject to and in accordance with Section 4.03(e),
                  Collections of Non-Principal Receivables and Principal
                  Receivables, Defaulted Receivables, Miscellaneous Payments
                  and unpaid Adjustment Payments will be allocated to each
                  Series from and after the related Series Cut-Off Date on
                  the basis of such Series' Series Allocable Non-Principal
                  Collections, Series Allocable Principal Collections, Series
                  Allocable Defaulted Amount and Series Allocable
                  Miscellaneous Payments or, in the case of unpaid Adjustment
                  Payments, in accordance with Section 3.09(a) and amounts so
                  allocated to any Series will not, except as specified in
                  the related Supplement, be available to the Investor Master
                  Custodial Certificateholders of any other Series.
                  Allocations thereof between the Master Custodial
                  Certificateholders' Interests and the Seller's Interest,
                  among the Series and among the Classes in any Series shall
                  be set forth in the related Supplement or Supplements.

                  (e) For purposes of Section 2.05(a) and of determining each
                  Series' Series Allocation Percentage for the specified
                  Collection Period:

                           (i)      unless the related Supplement shall
                                    provide otherwise, each Series upon
                                    issuance, shall be deemed to have been
                                    created and in existence as of the close
                                    of business on the related Series Cut-Off
                                    Date; and

                           (ii)     unless the related Supplement shall
                                    provide otherwise, each Series, upon the
                                    final distribution to the Investor Master
                                    Custodial Certificateholders of such
                                    Series as described in Section 12.02,
                                    shall be deemed to be no longer
                                    outstanding as of the close of business
                                    on the last day of the Collection Period
                                    immediately preceding the Collection
                                    Period in which such final distribution
                                    occurs.

SECTION 4.04 Unallocated Principal Collections. On each Distribution Date,
(a) the Servicer shall allocate Excess Principal Collections (as described
below) to each Series as set forth in the related Supplement and (b) the
Servicer shall instruct the Custodian to withdraw from the Collection Account
and pay to the Seller (i) an amount equal to the excess, if any, of (x) the
aggregate amount for all outstanding Series of Collections of Principal
Receivables which the related Supplements specify are to be treated as
"Excess Principal Collections" with respect to such Distribution Date and all
amounts withdrawn from any excess funding accounts (or made available
pursuant to similar arrangements) other than any amounts to be paid directly
to Investor Master Custodial Certificateholders pursuant to the terms of the
related Supplement, over (y) the aggregate amount for all outstanding Series
which the related Supplements specify are "Principal Shortfalls" with respect
to such Distribution Date and, without duplication, (ii) the aggregate amount
for all outstanding Series of that portion of Series Allocable Principal
Collections which the related Supplements specify are to be allocated and
paid to the Seller with respect to such Distribution Date; provided, however,
that, in the case of clauses (i) and (ii), such amounts shall be paid to the
Seller only if the Seller's Invested Amount for such Distribution Date
(determined after giving effect to any Principal Receivables transferred to
the Custodian, on such date) exceeds the Custodial Available Subordinated
Amount for the immediately preceding Determination Date (after giving effect
to the allocations, distributions, withdrawals and deposits to be made on
such Distribution Date). The amount held in the Collection Account as a
result of the proviso in the preceding sentence ("Unallocated Principal
Collections") shall be paid to the Seller at the time the Seller's Invested
Amount exceeds the Custodial Available Subordinated Amount for the
immediately preceding Determination Date (after giving effect to the
allocations, distributions, withdrawals and deposits to be made on the
Distribution Date immediately following such Determination Date); provided,
however, that any Unallocated Principal Collections on deposit in the
Collection Account at any time during which any Series is in its amortization
period, accumulation period or Early Amortization Period shall be deemed to
be "Miscellaneous Payments" and



<PAGE>

                                   - 41 -


shall be allocated and distributed in accordance with Section 4.03(d) and the
terms of each Supplement.


                                  ARTICLE V
       Distributions and Reports to Master Custodial Certificateholders

         Distributions shall be made to, and reports shall be provided to,
Master Custodial Certificateholders as set forth in the applicable
Supplement.


                                  ARTICLE VI
                      The Master Custodial Certificates

SECTION 6.01 The Master Custodial Certificates. Each Master Custodial
Certificate shall evidence the undivided ownership interest of the Holder
thereof in the Purchased Property as described in Section 4.01. The Investor
Master Custodial Certificates of any Series or Class shall be issued in fully
registered form unless otherwise specified in the related Supplement
("Registered Certificates") and shall be substantially in the form of the
exhibits with respect thereto attached to the applicable Supplement. The CCCL
Certificate will be issued in registered form and shall be executed and
authenticated by the Custodian and delivered to the Seller. Except as
otherwise provided in any Supplement, Investor Master Custodial Certificates
shall be issued in minimum denominations of $1,000 and in integral multiples
of $1,000 in excess thereof. The CCCL Certificate shall be a single
certificate and shall initially represent the entire Seller's Interest. Each
Master Custodial Certificate shall be executed by manual or facsimile
signature on behalf of the Custodian by an authorized officer thereof. Master
Custodial Certificates bearing the manual or facsimile signature of the
individual who was, at the time when such signature was affixed, authorized
to sign on behalf of the Custodian shall not be rendered invalid,
notwithstanding that such individual ceased to be so authorized prior to the
authentication and delivery of such Master Custodial Certificates or does not
hold such office at the date of such Master Custodial Certificates. No Master
Custodial Certificate shall entitle the Holder thereof to any benefit under
this Agreement, or be valid for any purpose, unless there appears on such
Master Custodial Certificate a certificate of authentication substantially in
the form provided for herein executed by or on behalf of the Custodian by the
manual signature of a duly authorized signatory, other than the officer
executing such Master Custodial Certificate pursuant to the sixth sentence of
this Section 6.01, and such certificate upon any Master Custodial Certificate
shall be conclusive evidence, and the only evidence, that such Master
Custodial Certificate has been duly authenticated and delivered hereunder.
Except as otherwise specified in the applicable Supplement, all Master
Custodial Certificates shall be dated the date of their authentica tion.

SECTION 6.02 Authentication of Master Custodial Certificates. The Custodian
shall execute, authenticate and deliver the Investor Master Custodial
Certificates of each Series and Class that are issued upon original issuance
to the Investor Master Custodial Certificateholders of such Series and Class
upon the order of the Seller. The Custodian shall execute, authenticate and
deliver the CCCL Certificate to the Seller simultaneously with its delivery
of the Investor Master Custodial Certificates of the first Series to be
issued hereunder.

         The execution, authentication (subject to Section 11.06) or delivery
of a Master Custodial Certificate on behalf of the Custodian shall not be
construed as a representation or warranty by the Custodian as to the validity
of the Amended and Restated Master Custodial and Servicing Agreement, any
Supplement or of such Master Custodial Certificate or its issuance and the
Custodian shall in no respect be liable or answerable for the use made of the
Master Custodial Certificates or the proceeds thereof.

SECTION 6.03   New Issuances.


<PAGE>

                                   - 42 -


                  (a) The Custodian may from time to time issue and
                  authenticate one or more new Series of Investor Master
                  Custodial Certificates. The Holders of the undivided
                  ownership interests in the Purchased Property evidenced by
                  the Investor Master Custodial Certificates of all
                  outstanding Series shall be equally and ratably entitled as
                  provided herein to the benefits of this Agreement without
                  preference, priority or distinction, all in accordance with
                  the terms and provisions of this Agreement and the
                  applicable Supplement except, with respect to any Series or
                  Class, as provided in the related Supplement.

                  (b) On or before the Series Issuance Date relating to any
                  new Series, the parties hereto will execute and deliver a
                  Supplement which will specify the Principal Terms of such
                  new Series. The terms of such Supplement may modify or
                  amend the terms of this Agreement solely as applied to such
                  new Series. The issuance by the Custodian of the Investor
                  Master Custodial Certificates of such new Series and the
                  obligation of the Custodian to execute and deliver the
                  related Supplement is subject to the satisfaction of the
                  following conditions:

                           (i)      other than in the case of the initial
                                    Series Issuance Date, on or before the
                                    fifth Business Day immediately preceding
                                    the Series Issuance Date, the Seller
                                    shall have given the Custodian, the
                                    Servicer, each Rating Agency, any Agent
                                    and any Enhancement Provider notice of
                                    such issuance and the Series Issuance
                                    Date;

                           (ii)     the Seller shall have delivered to the
                                    Custodian the related Supplement, in form
                                    satisfactory to the Custodian, executed
                                    by each party thereto other than the
                                    Custodian;

                           (iii)    the Seller shall have delivered to the
                                    Custodian any related Enhancement
                                    Agreement executed by each party thereto,
                                    other than the Custodian;

                           (iv)     the Rating Agency Condition shall have
                                    been satisfied with respect to such
                                    issuance;

                           (v)      such issuance will not result in the
                                    occurrence of an Early Amortization Event
                                    and the Seller shall have delivered to
                                    the Custodian, any Agent and any
                                    Enhancement Provider a certificate of one
                                    Vice President or more senior officer of
                                    the Seller, dated the Series Issuance
                                    Date, to the effect that the Seller
                                    reasonably believes that such issuance
                                    will not result in the occurrence of an
                                    Early Amortization Event and is not
                                    reasonably expected to result in the
                                    occurrence of an Early Amortization Event
                                    at any time in the future;

                           (vi)     the Seller shall have delivered to the
                                    Custodian and any Enhancement Provider a
                                    Tax Opinion, dated the Series Issuance
                                    Date, and an Opinion of Counsel, dated
                                    the Series Issuance Date, as to the
                                    enforceability of the related Supplement
                                    and as to compliance with applicable
                                    securities laws, with respect to such
                                    issuance; and

                           (vii)    if such Series pursuant to Section 
                                    4.03(e)(i) is to be allocated Collections
                                    with respect to the Collection Period
                                    following the Collection Period in which
                                    the Series Cut-Off Date occurs, the Pool
                                    Balance on the first day of 

<PAGE>

                                   - 43 -


                                    such Collection Period (after giving
                                    effect to any Account Assets added as of
                                    or prior to such first day to the
                                    Purchased Property on or prior to the
                                    related Series Issuance Date) shall equal
                                    or exceed the Required Participation
                                    Amount as of the first day of such
                                    Collection Period (after giving effect to
                                    each Series (including such Series)
                                    theretofore issued which are to be
                                    allocated Collections with respect to
                                    such Collection Period) and the Seller
                                    shall have delivered to the Custodian,
                                    any Agent and any Enhancement Provider a
                                    certificate of a Vice President or more
                                    senior officer, dated the Series Issuance
                                    Date, to such effect.

                           Upon satisfaction of the above conditions, the
                  Custodian shall execute the Supplement and, upon payment to
                  the Custodian of the consideration in respect of the
                  Investor Master Custodial Certificates of such Series,
                  shall issue, execute and authen ticate such Investor Master
                  Custodial Certificates.

                  (c) The Seller may surrender the CCCL Certificate to the
                  Custodian in exchange for a newly issued CCCL Certificate
                  and a second certificate (a "Supplemental Certificate"),
                  the terms of which shall be defined in a supplement to this
                  Agreement (which supplement shall be subject to Section
                  13.01 to the extent that it amends any of the terms of this
                  Agreement), to be delivered to or upon the order of the
                  Seller (or the holder of a Supplemental Certificate, in the
                  case of the transfer or exchange thereof, as provided
                  below), upon satisfaction of the following conditions:

                           (i)      the Rating Agency Condition shall have
                                    been satisfied with respect such exchange
                                    (or transfer or exchange as provided
                                    below); and

                           (ii)     the Seller shall have delivered to the
                                    Custodian, any Agent and any Enhancement
                                    Provider a Tax Opinion, dated the date of
                                    such exchange (or transfer or exchange as
                                    provided below), and an Opinion of
                                    Counsel, dated the date of such exchange
                                    (or transfer or exchange as provided
                                    below), as to enforceability of the
                                    related Supplement and as to the
                                    compliance with applicable securities
                                    laws, with respect thereto.

The CCCL Certificate and the undivided ownership interest in the Purchased
Property represented thereby will at all times be beneficially owned by the
Seller. Any Supplemental Certificate may be trans ferred or exchanged only
upon satisfaction of the conditions set forth in clauses (i) and (ii) above.

SECTION 6.04 Registration of Transfer and Exchange of Master Custodial
Certificates.

                  (a) The Custodian shall cause to be kept at the office or
                  agency to be maintained in accordance with the provisions
                  of Section 11.15 a register (the "Certificate Register") in
                  which, subject to such reasonable regulations as it may
                  prescribe, a transfer agent and registrar (which shall
                  initially be the Custodian) (the "Transfer Agent and
                  Registrar") shall provide for the registration of the
                  Registered Certificates and of transfers and exchanges of
                  the Registered Certificates as herein provided. The
                  Transfer Agent and Registrar shall initially be the
                  Custodian and any co-transfer agent and co-registrar chosen
                  by the Seller and acceptable to the Custodian. Any
                  reference in this Agreement to the Transfer Agent and
                  Registrar shall include any co-transfer agent and
                  co-registrar unless the context requires otherwise.

                           Subject to Section 6.03, upon surrender for
                  registration of transfer of any 



<PAGE>

                                   - 44 -


                  Registered Certificate at any office or agency of the
                  Transfer Agent and Registrar maintained for such purpose,
                  one or more new Registered Certificates (of the same Series
                  and Class) in authorized denominations evidencing like
                  aggregate undivided ownership interests in the Purchased
                  Property shall be executed, authenticated and delivered by
                  the Custodian in the name of the designated transferee or
                  transferees.

                           Subject to Section 6.03, at the option of a
                  Registered Certificateholder, Registered Certificates (of
                  the same Series and Class) may be exchanged for other
                  Registered Certificates of authorized denominations
                  evidencing like aggregate undivided ownership interests in
                  the Purchased Property, upon surrender of the Registered
                  Certif icates to be exchanged at any such office or agency.

                           The preceding provisions of this Section 6.04
                  notwithstanding, the Custodian or the Transfer Agent and
                  Registrar, as the case may be, shall not be required to
                  register the transfer of or exchange any Master Custodial
                  Certificate for a period of 15 days preceding the due date
                  for any payment with respect to the Master Custodial
                  Certificate.

                           Whenever any Master Custodial Certificates are so
                  surrendered for exchange, the Custodian shall execute and
                  authenticate and the Transfer Agent and Registrar shall
                  deliver the Master Custodial Certificates which the Master
                  Custodial Certificateholder making the exchange is entitled
                  to receive. Every Master Custodial Certificate presented or
                  surrendered for registration of transfer or exchange shall
                  be accompanied by a written instrument of transfer in a
                  form satisfactory to the Custodian or the Transfer Agent
                  and Registrar duly executed by the Master Custodial
                  Certificateholder or such Holder's attorney duly authorized
                  in writing and by the transferee.

                           No service charge shall be made for any
                  registration of transfer or exchange of Master Custodial
                  Certificates, but the Transfer Agent and Registrar may
                  require payment of a sum sufficient to cover any tax or
                  governmental charge that may be imposed in connection with
                  any such transfer or exchange.

                           All Master Custodial Certificates surrendered for
                  registration of transfer and exchange or for payment shall
                  be canceled and disposed of in a manner satisfactory to the
                  Custodian; provided, however, that the Master Custodial
                  Certificates of any Series surrendered for transfer shall
                  not be disposed of until the Termination Date relating to
                  such Series.

                           The Custodian shall execute and deliver to the
                  Transfer Agent and Registrar Registered Certificates in
                  such amounts and at such times as are necessary to enable
                  the Transfer Agent and Registrar to fulfill its
                  responsibilities under this Agreement and the Master
                  Custodial Certificates.

                  (b) The Transfer Agent and Registrar will maintain at its
                  expense in the Province of Ontario an office or agency
                  where Master Custodial Certificates may be surrendered for
                  registration of transfer or exchange.

SECTION 6.05 Mutilated, Destroyed, Lost or Stolen Master Custodial
Certificates. If (a) any mutilated Master Custodial Certificate is
surrendered to the Transfer Agent and Registrar, or the Transfer Agent and
Registrar receives evidence to its satisfaction of the destruction, loss or
theft of any Master Custodial Certificate and (b) there is delivered to the
Transfer Agent and Registrar and the Custodian such security or indemnity as
may be required by them to save each of them harmless, then, in the absence
of 


<PAGE>

                                   - 45 -


notice to the Custodian that such Master Custodial Certificate has been
acquired by a bona fide purchaser, the Custodian shall execute and
authenticate and the Transfer Agent and Registrar shall deliver in exchange
for or in lieu of any such mutilated, destroyed, lost or stolen Master
Custodial Certificate, a new Master Custodial Certificate of like tenor and
evidencing the same aggregate undivided ownership interest in the Purchased
Property. In connection with the issuance of any new Master Custodial
Certificate under this Section, the Custodian or the Transfer Agent and
Registrar may require the payment by the Master Custodial Certificateholder
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and
expenses of the Custodian and Transfer Agent and Registrar) connected
therewith. Any duplicate Master Custodial Certificate issued pursuant to this
Section shall constitute complete and indefeasible evidence of ownership of
an undivided ownership interest in and to the Purchased Property in
accordance with this Agreement, as if originally issued, whether or not the
lost, stolen or destroyed Master Custodial Certificate shall be found at any
time.

SECTION 6.06 Persons Deemed Owners. The Custodian, the Transfer Agent and
Registrar and any agent of any of them may, prior to due presentation of a
Registered Certificate for registration of transfer, treat the Person or
Persons in whose name any Registered Certificate is registered as the owner
of the undivided ownership interest in the Purchased Property evidenced by
such Registered Certificate for the purpose of receiving distributions
pursuant to the terms of the applicable Supplement and for all other purposes
whatsoever and neither the Custodian, the Transfer Agent and Registrar nor
any agent of any of them shall be affected by any notice to the contrary.
Notwithstanding the foregoing, in determining whether the Holders of the
requisite Investor Master Custodial Certificates have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, Master
Custodial Certificates owned by the Seller, the Servicer, any other holder of
a Seller's Master Custodial Certificate or any Affiliate thereof, shall be
disregarded and deemed not to be outstanding, except that, in determining
whether the Custodian shall be protected in relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only Master
Custodial Certificates which the Custodian knows to be so owned shall be so
disregarded. Master Custodial Certificates so owned which have been pledged
in good faith shall not be disregarded and may be regarded as outstanding if
the pledgee establishes to the satisfaction of the Custodian the pledgee's
right so to act with respect to such Master Custodial Certificates and that
the pledgee is not the Seller, the Servicer, any other holder of a Seller's
Master Custodial Certificate or any Affiliate thereof.

SECTION 6.07 Access to List of Registered Certificateholders' Names and
Addresses. The Custodian will furnish or cause to be furnished by the
Transfer Agent and Registrar to the Servicer, within five business days after
receipt by the Custodian of a request therefor, a list in such form as the
Servicer may reasonably require, of the names and addresses of the Registered
Certificateholders. If one or more holders of Investor Master Custodial
Certificates having a face amount in excess of $1,000,000 (the "Applicants")
apply to the Custodian, and such application states that the Applicants
desire to communicate with other Investor Master Custodial Certificateholders
with respect to their rights under this Agreement or any Supplement or under
the Investor Master Custodial Certificates and is accom panied by a copy of
the communication which such Applicants propose to transmit, then the
Custodian, after having been adequately indemnified by such Applicants for
its costs and expenses, shall afford or shall cause the Transfer Agent and
Registrar to afford such Applicants access during normal business hours to
the most recent list of Registered Certificateholders of such Series or all
outstanding Series, as applicable, held by the Custodian, within five
Business Days after the receipt of such application. Such list shall be as of
a date no more than 45 days prior to the date of receipt of such Applicants'
request.

         Every Registered Certificateholder, by receiving and holding a
Registered Certificate, agrees with the Custodian that neither the Custodian,
the Transfer Agent and Registrar, nor any of their respective agents, shall
be held accountable by reason of the disclosure of any such information as to
the names and addresses of the Registered Certificateholders hereunder,
regardless of the sources from which such 


<PAGE>

                                   - 46 -


information was derived and the accuracy or inaccuracy thereof.

SECTION 6.08   Meetings of Master Custodial Certificateholders.

                  (a) If at the time any Master Custodial Certificates are
                  issued and outstanding with respect to any Series or Class
                  to which any meeting described below relates, the Custodian
                  or the Investor Master Custodial Certificateholders holding
                  at least 10% of the aggregate unpaid principal amount of
                  any Series may at any time call a meeting of Investor
                  Master Custodial Certificateholders of any Series or Class
                  or of all Series, such meeting to be at the expense of the
                  Servicer if called by the Custodian and at the expense of
                  the Investor Master Custodial Certificateholders if called
                  by them, to be held at such time and at such place as the
                  Custodian shall determine, for the purpose of approving a
                  modification of or amendment to, or obtaining a waiver of
                  any covenant or condition set forth in, this Agreement, any
                  Series Supplement or the Investor Master Custodial
                  Certificates or of taking any other action permitted to be
                  taken by Investor Master Custodial Certificateholders or
                  the Custodian hereunder or under any Series Supplement.
                  Notice of any meeting of Investor Master Custodial
                  Certificateholders, setting forth the time and place of
                  such meeting and in general terms the action proposed to be
                  taken at such meeting, shall be given in accordance with
                  Section 13.06, the first mailing to be not less than 10 nor
                  more than 180 days prior to the date fixed for the meeting.
                  To be entitled to vote at any meeting of Investor Master
                  Custodial Certificateholders a Person shall be (i) a Holder
                  of one or more Investor Master Custodial Certificates of
                  the applica ble Series or Class or (ii) a Person appointed
                  by an instrument in writing as proxy by the Holder of one
                  or more such Investor Master Custodial Certificates. The
                  only Persons who shall be entitled to be present or to
                  speak at any meeting of Investor Master Custodial
                  Certificateholders shall be the Persons entitled to vote at
                  such meeting and their counsel and any representatives of
                  the Custodian and its counsel.

                  (b) At a meeting of Investor Master Custodial
                  Certificateholders, Persons entitled to vote Investor
                  Master Custodial Certificates evidencing a majority of the
                  aggregate unpaid principal amount of the applicable Series
                  or Class or all outstanding Series, as the case may be,
                  shall constitute a quorum. No business shall be transacted
                  in the absence of a quorum, unless a quorum is present when
                  the meeting is called to order. In the absence of a quorum
                  at any such meeting, the meeting may be adjourned for a
                  period of not less than 10 days; at the reconvening of the
                  adjourned meeting, the persons entitled to vote Investor
                  Master Custodial Certificates evidencing at least 25% of
                  the aggregate unpaid principal amount of the applicable
                  Series or Class or all outstanding Series, as the case may
                  be, shall constitute a quorum for the taking of any action
                  set forth in the notice of the original meeting. Notice of
                  the reconvening of any adjourned meeting shall be given as
                  provided above except that such notice must be given not
                  less than five days prior to the date on which the meeting
                  is scheduled to be reconvened. Notice of the reconvening of
                  the adjourned meeting shall state expressly the percentage
                  of the aggregate principal amount of the outstanding
                  applicable Investor Master Custodial Certificates which
                  shall constitute a quorum.

                  (c) Any Investor Master Custodial Certificateholder who has
                  executed an instrument in writing appointing a Person as
                  proxy shall be deemed to be present for the purposes of
                  determining a quorum and be deemed to have voted; provided
                  that such Investor Master Custodial Certificateholder shall
                  be considered as present or voting only with respect to the
                  matters covered by such instrument in writing. Subject to
                  the provisions of Section 13.01, any resolution passed or
                  decision taken at any meeting of Investor Master 


<PAGE>

                                   - 47 -


                  Custodial Certificateholders duly held in accordance with
                  this Section shall be binding on all Investor Master
                  Custodial Certificateholders of the applicable Series or
                  Class whether or not present or represented at the meeting.

                  (d) The Custodian shall appoint a temporary chairman of the
                  meeting. A permanent chairman and a permanent secretary of
                  the meeting shall be elected by a vote of the Holders of
                  Investor Master Custodial Certificates evidencing a
                  majority of the aggregate unpaid principal amount of
                  Investor Master Custodial Certificates of the applicable
                  Series or Class or all outstanding Series, as the case may
                  be, represented at the meeting. No vote shall be cast or
                  counted at any meeting in respect of any Investor Master
                  Custodial Certificate challenged as not outstanding and
                  ruled by the chairman of the meeting to be not outstanding.
                  The chairman of the meeting shall have no right to vote
                  except as an Investor Master Custodial Certificateholder or
                  proxy. Any meeting of Investor Master Custodial
                  Certificateholders duly called at which a quorum is present
                  may be adjourned from time to time, and the meeting may be
                  held as so adjourned without further notice.

                  (e) The vote upon any resolution submitted to any meeting
                  of Investor Master Custodial Certificateholders shall be by
                  written ballot on which shall be subscribed the signatures
                  of Investor Master Custodial Certificateholders or proxies
                  and on which shall be inscribed the names of the Holders of
                  the Investor Master Custodial Certificates held or
                  represented by them and the unpaid principal amounts of
                  such Investor Master Custodial Certificates. The permanent
                  chairman of the meeting shall appoint two inspectors of
                  votes who shall count all votes cast at the meeting for or
                  against any resolution and who shall make and file with the
                  secretary of the meeting their verified written reports in
                  duplicate of all votes cast at the meeting. A record in
                  duplicate of the proceedings of each meeting of Investor
                  Master Custodial Certificateholders shall be prepared by
                  the secretary of the meeting and there shall be attached to
                  said record the original reports of the inspectors of votes
                  on any vote by ballot taken thereat and affidavits by one
                  or more Persons having knowledge of the facts setting forth
                  a copy of the notice of the meeting and showing that said
                  notice was given in accordance with Section 13.06. The
                  record shall be signed and verified by the permanent
                  chairman and secretary of the meeting and one duplicate
                  shall be delivered to the Custodian to be preserved by the
                  Custodian and to have attached thereto the ballots voted at
                  the meeting. Any record so signed and verified shall be
                  conclusive evidence of the matters therein stated.


                                 ARTICLE VII
                     Other Matters Relating to the Seller

SECTION 7.01 Liability of the Seller. The Seller shall be liable for all
obligations, covenants, representations and warranties of the Seller arising
under or related to this Agreement. Except as provided in the preceding
sentence, the Seller shall be liable only to the extent of the obligations
specifically undertaken by it in its capacity as Seller hereunder.

SECTION 7.02 Limitation on Liability of the Seller. Subject to Sections 7.01
and 7.03, neither the Seller nor any of the directors or officers or
employees or agents of the Seller in its capacity as Seller shall be under
any liability to the Custodian, the Master Custodial Certificateholders or
any other Person for any action taken or for refraining from the taking of
any action in the capacity as Seller pursuant to this Agreement whether
arising from express or implied duties under this Agreement; provided, how
ever, that this provision shall not protect the Seller or any such person
against any liability which would otherwise be imposed by reason of willful
misfeasance, bad faith or gross negligence in the performance of duties or by

<PAGE>

                                   - 48 -


reason of reckless disregard of obligations and duties hereunder. The Seller
and any director or officer or employee or agent of the Seller may rely in
good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder.

SECTION 7.03 Seller Indemnification. Without limiting any other rights that
the Custodian, the Master Custodial Certificateholders and the Enhancement
Providers may have hereunder or under applicable law, the Seller shall
indemnify and hold harmless the Custodian, the Master Custodial Certifi-
cateholders and the Enhancement Providers from and against any loss,
liability, expense, damage, claim or injury suffered or sustained by reason
of any acts, omissions or alleged acts or omissions arising out of activities
of the Seller, the Custodian or the Servicer pursuant to this Agreement or
any Supplement, including any judgment, award, settlement, reasonable legal
fees and disbursements and other costs or expenses incurred in connection
with the defense of any actual or threatened action, proceeding or claim;
provided, however, that the Seller shall not indemnify the Custodian if such
acts, omissions or alleged acts or omissions constitute fraud, gross
negligence, breach of fiduciary duty (other than negligent action) or willful
misconduct by the Custodian; and provided further that the Seller shall not
indemnify the Custodian, the Master Custodial Certificateholders or any
Enhancement Providers for any liabilities, cost or expense with respect to
any action taken by the Custodian at the request of any such Master Custodial
Certificateholders or Enhancement Providers to the extent the Custodian is
indemnified by such Master Custodial Certificateholders or Enhancement
Providers with respect to such action nor (unless otherwise provided in any
particular Supplement) with respect to any federal, provincial or local
income or sales taxes, goods and services tax, or large corporations and
capital taxes (or any interest or penalties with respect thereto) required to
be paid or remitted by the Custodian (in respect of fees payable to it under
this Agreement by the Servicer only) or any Master Custodial
Certificateholder or Enhancement Providers in connection herewith to any
taxing authority. Any indemnification pursuant to this Section 7.03 shall
only be made after payment in full of any amounts that the Seller is
obligated to deposit in the Collection Account pursuant to this Agreement.
Any indemnification under this Arti cle VII shall survive the termination of
this Agreement.


                                 ARTICLE VIII
                    Other Matters Relating to the Servicer

SECTION 8.01 Liability of the Servicer. The Servicer shall be liable under
this Article VIII only to the extent of the obligations specifically
undertaken by the Servicer in its capacity as Servicer.

SECTION 8.02 Merger, Amalgamation or Consolidation of, or Assumption, of the
Obligations of the Servicer. The Servicer shall not consolidate or amalgamate
with any other corporation or convey or transfer its properties and assets
substantially as an entirety to any Person, unless:

                  (a) the corporation formed by such consolidation or
                  amalgamation or the Person which acquires by conveyance or
                  transfer the properties and assets of the Servicer
                  substantially as an entirety shall be a corporation
                  organized and existing under the laws of Canada or any
                  Province thereof and such corporation shall assume, without
                  the execution or filing of any paper or any further act on
                  the part of any of the parties hereto, the performance of
                  every covenant and obligation of the Servicer hereunder;

                  (b) the Servicer has delivered to the Custodian an
                  Officer's Certificate and an Opinion of Counsel each
                  stating that such consolidation, amalgamation, conveyance
                  or transfer complies with this Section 8.02 and that all
                  conditions precedent herein provided for relating to such
                  transaction have been complied with; and


<PAGE>


                                   - 49 -


                  (c) on or before the fifth Business Day immediately
                  preceding the date on which such consolidation,
                  amalgamation, conveyance or transfer is to be effected, the
                  Servicer shall have given each Rating Agency notice of its
                  intention to effect such consolidation, amalgamation,
                  conveyance or transfer on such date.

SECTION 8.03 Limitation on Liability of the Servicer and Others. Subject to
Sections 8.01 and 8.04, neither the Servicer nor any of the directors or
officers or employees or agents of the Servicer, shall be under any liability
to the Custodian, the Master Custodial Certificateholders or any other Person
for any action taken or for refraining from the taking of any action in its
capacity as Servicer pursuant to this Agreement; provided, however, that this
provision shall not protect the Servicer or any such Person against any
liability which would otherwise be imposed by reason of willful misfeasance,
bad faith or negligence in the performance of duties or by reason of reckless
disregard of obligations and duties hereunder. The Servicer and any director
or officer or employee or agent of the Servicer may rely in good faith on any
document of any kind prima facie properly executed and submitted by any
Person respecting any matters arising hereunder. The Servicer shall not be
under any obligation to appear in, prosecute or defend any legal action which
is not incidental to its duties to service the Account Assets in accordance
with this Agreement which in its reasonable opinion may involve it in any
expense or liabil ity.

SECTION 8.04 Servicer Indemnification. Without limiting any other rights that
the Custodian, the Master Custodial Certificateholders and the Enhancement
Providers may have hereunder or under applicable law, the Servicer shall
indemnify and hold harmless the Custodian, the Master Custodial Cer-
tificateholders and the Enhancement Providers from and against any loss,
liability, expense, damage, claim or injury suffered or sustained by reason
of any acts, omissions or alleged acts or omissions arising out of activities
of the Servicer or the Custodian pursuant to this Agreement or any
Supplement, includ ing any judgment, award, settlement, reasonable legal fees
and disbursements and other costs or expenses incurred in connection with the
defense of any actual or threatened action, proceeding or claim; provided,
however, that the Servicer shall not indemnify the Custodian if such acts,
omissions or alleged acts or omissions constitute fraud, gross negligence,
breach of fiduciary duty (other than negligent actions) or willful misconduct
by the Custodian; and provided further that the Servicer shall not indemnify
the Custodian, the Master Custodial Certificateholders or Enhancement
Providers for any liabilities, cost or expense with respect to any action
taken by the Custodian at the request of the Master Custodial
Certificateholders or Enhancement Providers to the extent the Custodian is
indemnified by such Master Custodial Certificateholders or Enhancement
Providers with respect to such action or (unless otherwise specified in any
particular Supplement) with respect to any Canadian federal, provincial or
local income or sales taxes, goods and services taxes, large corporations or
capital taxes (or any interest or penalties with respect thereto) required to
be paid or remitted by the Custodian (in respect of fees payable to it under
this Agreement by the Servicer only) or any Master Custodial Certificate
holder or the Enhancement Providers in connection herewith to any taxing
authority. Any indemnifi cation under this Article VIII shall survive the
termination of this Agreement and the resignation or removal of the Servicer.

SECTION 8.05 The Servicer Not To Resign. The Servicer shall not resign from
the obligations and duties hereby imposed on it except upon determination
that (a) the performance of its duties hereunder is no longer permissible
under applicable law and (b) there is no reasonable action which the Servicer
could take to make the performance of its duties hereunder permissible under
applicable law. Any such determination permitting the resignation of the
Servicer shall be evidenced as to clause (a) above by an Opinion of Counsel
to such effect delivered to the Custodian and as to clause (b) above by an
Officer's Certificate of the Servicer to such effect. No such resignation
shall become effective until the Custodian or a Successor Servicer shall have
assumed the responsibilities and obligations of the Servicer in accordance
with Section 10.02 hereof. If the Custodian is unable within 120 days of the
date of such determination to appoint a Successor Servicer, the Custodian
shall serve as Successor Servicer hereunder.


<PAGE>

                                   - 50 -


SECTION 8.06 Access to Certain Documentation and Information Regarding the
Account Assets. The Servicer shall provide to the Custodian access to the
documentation regarding the Account Assets in such cases where the Custodian
is required in connection with the enforcement of the rights of the Master
Custodial Certificateholders, or by applicable statutes or regulations to
review such documenta tion, such access being afforded without charge but
only (a) upon reasonable request, (b) during normal business hours, (c)
subject to the Servicer's normal security and confidentiality procedures and
(d) at offices designated by the Servicer. Nothing in this Section 8.06 shall
derogate from the obligation of the Seller, the Custodian or the Servicer to
observe any applicable law prohibiting disclosure of information regarding
the Dealers and the failure of the Servicer to provide access as provided in
this Section 8.06 as a result of such obligation shall not constitute a
breach of this Section 8.06.

SECTION 8.07 Delegation of Duties. Subject to Section 3.01, in the ordinary
course of business, the Servicer may at any time delegate any duties
hereunder to any Person who agrees to conduct such duties in accordance with
the Floorplan Financing Guidelines and this Agreement. The Servicer shall
give prompt written notice of any such delegation of a material function to
the Custodian, the Rating Agencies, any Agent and any Enhancement Providers.
Such delegation shall not relieve the Servicer of its liability and
responsibility with respect to such duties, and shall not constitute a
resignation within the meaning of Section 8.05 and the Rating Agency
Condition shall have been satisfied with respect to such delegation prior to
such delegation.

SECTION 8.08 Examination of Records. The Seller and the Servicer shall
indicate generally in its computer files or other records that the
Receivables forming part of the Account Assets have been Transferred to the
Custodian pursuant to this Agreement for the benefit of the Master Custodial
Certificateholders and any Enhancement Providers. The Seller and the
Servicer shall, prior to the sale or transfer to a third party of any
receivable held in its custody, examine its computer and other records to
determine that such receivable is not a Receivable.

SECTION 8.09 Limitation of Authority. On original issuance and on each
transfer of a Master Custodial Certificate, the purchasing Master Custodial
Certificateholder shall thereby be deemed to have agreed to the appointment
by the Custodian of the Servicer (and any Successor Servicer) to act on
behalf of such Master Custodial Certificateholder, together with all other
Master Custodial Certificateholders, to service, collect and administer the
Purchased Property with the powers and subject to the obligations and
restrictions provided for in this Agreement. The Servicer hereby acknowledges
that its appointment under this Agreement is in the capacity of an agent of
an independent status acting in the ordinary course of its business and that
it will not exercise or purport to exercise any general authority to
conclude, enter into or vary contracts in the name of or on behalf of the
Master Custodial Certificateholders or any one or more of them.


                                  ARTICLE IX
                          Early Amortization Events

SECTION 9.01 Early Amortization Events. If any one of the following events
shall occur:

                  (a) a failure by the Seller to Transfer Account Assets
                  arising under Additional Accounts to the Custodian within
                  five Business Days after the day on which it is required to
                  Transfer such Account Assets pursuant to this Agreement or
                  a failure of the Seller to deliver duly executed
                  Assignments within two Business Days after the day on which
                  it is required to do so under this Agreement; provided,
                  however, that an Early Amortization Event occurring under
                  this Section 9.01(a) shall be deemed no longer to exist at
                  the end of the first Collection Period with respect to
                  which Account Assets would no longer be 

<PAGE>

                                   - 51 -


                  required to be transferred to the Custodian pursuant to
                  Section 2.05(a) to the extent contemplated by clause (c) of
                  the definition of Early Amortization Period;

                  (b) any of CCL, the Seller or the Servicer ceases to carry
                  on its businesses or commits any act of bankruptcy,
                  including the filing, by or against any of them, of notice
                  of intention to make any proposal for the benefit of some
                  or all of its creditors under applicable bankruptcy or
                  insolvency law, filing an assignment in bankruptcy in
                  respect of itself, or procuring a judgment or order
                  ordering a reorganization, arrangement or composition of or
                  with respect to any of its debts or obligations; or any of
                  CCL, the Seller or the Servicer shall appoint, or consent
                  to the appointment of, a custodian, receiver, liquidator,
                  trustee, assignee, sequestrator or other similar official
                  in bankruptcy or insolvency of it or of any substantial
                  part of its property (whether or not pursuant to a court
                  order); or any of CCL, the Seller or the Servicer shall
                  make an assignment for the benefit of creditors, or shall
                  admit in writing its inability to pay its debts generally
                  as they become due;

                  (c) a petition in bankruptcy shall have been filed against
                  CCL, the Seller or the Servicer which is not being disputed
                  or any receiving order or interim receiving order shall
                  have been made under any bankruptcy or insolvency laws; or
                  a final order by a court having jurisdiction in the
                  premises shall have been made relating to reorganization,
                  arrangement, adjustment or composition of CCL, the Seller
                  or the Servicer under any such law; or a decree or order of
                  a court having jurisdiction in the premises for the
                  appointment of a custodian, receiver, liquidator, trustee,
                  assignee, sequestrator or other similar official in
                  bankruptcy or insolvency of CCL, the Seller or the Servicer
                  or of any substantial part of the property of any of them,
                  or for the winding up or liquidation of the affairs of any
                  of them, shall have been entered, and such decree or order
                  shall have remained in force undischarged or unstayed for a
                  period of 120 days;

                  (d) either CFC or Chrysler ceases to carry on its
                  businesses or commits any act of bankruptcy, including
                  filing or presenting a bankruptcy or similar petition in
                  respect of itself, or procuring a judgment or order
                  ordering a reorganization, arrangement or composition of or
                  with respect to any of its debts or obligations; or either
                  CFC or Chrysler shall appoint, or consent to the
                  appointment of, a custodian, receiver, liquidator, trustee,
                  assignee, sequestrator or other similar official in
                  bankruptcy or insolvency of it or of any substantial part
                  of its property; or either CFC or Chrysler shall make an
                  assignment for the benefit of creditors, or shall admit in
                  writing its inability to pay its debts generally as they
                  become due;

                  (e) any order for relief against either CFC or Chrysler
                  shall have been entered by a court having jurisdiction in
                  the premises under any chapter of the United States Federal
                  bankruptcy laws or any other applicable bankruptcy or
                  insolvency laws, and such order shall have continued
                  undischarged or unstayed for a period of 60 days; or a
                  decree or order by a court having jurisdiction in the
                  premises shall have been entered approving as properly
                  filed a petition seeking reorganization, arrangement,
                  adjustment or composition of CFC or Chrysler under any
                  other similar applicable United States Federal law, and
                  such decree or order shall have continued undischarged or
                  unstayed for period of 120 days; or a decree or order of a
                  court having jurisdiction in the premises for the appoint
                  ment of a custodian, receiver, liquidator, trustee,
                  assignee, sequestrator or other similar official in
                  bankruptcy or insolvency of either CFC or Chrysler or of
                  any substantial part of its property, or for the winding up
                  or liquidation of its affairs, shall have been entered, and
                  such decree or order shall have remained in force
                  undischarged or unstayed for a period of 


<PAGE>

                                   - 52 -


                  120 days;

                  (f) failure on the part of the Seller or the Servicer, as
                  applicable, (i) to make any payment or deposit (including
                  any Transfer Deposit Amount or Adjustment Payment) required
                  by the terms of this Agreement on or before the date
                  occurring two Business Days after the date such payment or
                  deposit is required to be made herein, or (ii) with respect
                  to any Series, to deliver a Distribution Date Statement
                  within five Business Days after the day such item is due to
                  be delivered under this Agreement, or (iii) duly to observe
                  or perform in any material respect the covenant of the
                  Seller set forth in Sec tion 2.06(a) or (iv) duly to
                  observe or perform in any material respect any other
                  covenants or agreements of the Seller or the Servicer, as
                  the case may be, set forth in this Agreement, which failure
                  in the case of this clause (iv) continues unremedied for a
                  period of 45 days after the date on which written notice of
                  such failure, requiring the same to be remedied, shall have
                  been given to the Seller by the Custodian or any
                  Enhancement Provider; or

                  (g) any representation or warranty made by the Seller in
                  this Agreement or any information contained in a computer
                  file or microfiche or written list required to be delivered
                  by the Seller pursuant to Section 2.01, 2.05, 2.07 or 2.08,
                  (i) shall prove to have been incorrect in any material
                  respect when made or when delivered, and shall continue to
                  be incorrect in any material respect for a period of 60
                  days after the date on which written notice of such
                  failure, requiring the same to be remedied, shall have been
                  given to the Seller by the Custodian and (ii) as a result
                  of such incorrectness the interests of the Holders of the
                  Investor Master Custodial Certificates are materially and
                  adversely affected; provided, however, that an Early
                  Amortization Event shall not be deemed to have occurred
                  under this paragraph if the Seller has repurchased the
                  related Account Assets or all Account Assets, if
                  applicable, during such period in accordance with the
                  provisions of this Agreement;

then, subject to applicable law, and after the applicable grace period, if
any, an amortization event (an "Early Amortization Event") shall occur
without any notice or other action on the part of the Custodian, any Agent,
the Master Custodial Certificateholders or any Enhancement Provider,
immediately upon the occurrence of such event.

SECTION 9.02 Cessation of Transfer of Principal Receivables Upon Occurrence
of Insolvency Event. Upon the occurrence of an Insolvency Event with respect
to CCL or the Seller, the Seller shall immediately cease to Transfer
Principal Receivables (and Non-Principal Receivables accrued in respect of
such Principal Receivables) to the Custodian and shall promptly give notice
to the Custodian of such Insolvency Event. Notwithstanding any cessation of
the Transfer to the Custodian of additional Principal Receivables, Principal
Receivables Transferred to the Custodian prior to the occurrence of such
Insolvency Event and Collections of such Principal Receivables and
Non-Principal Receivables whenever created or accrued in respect of such
Principal Receivables, shall continue to be part of the Purchased Property.


                                  ARTICLE X
                               Service Defaults

SECTION 10.01 Service Defaults. If any one of the following events (a
"Service Default") shall occur and be continuing with respect to the
Servicer:

                  (a) any failure by the Servicer to make any payment,
                  transfer or deposit or to give instructions or to give
                  notice to the Custodian to make such payment, transfer or
                  deposit or 

<PAGE>

                                   - 53 -


                  to give notice to the Custodian as to any action to be
                  taken under any Enhancement Agreement on or before the date
                  occurring five days after the date such payment, transfer
                  or deposit or such instruction or notice is required to be
                  made or given, as the case may be, under the terms of this
                  Agreement;

                  (b) failure on the part of the Servicer duly to observe or
                  perform any other covenants or agreements of the Servicer
                  set forth in this Agreement which has a material adverse
                  effect on the Investor Master Custodial Certificateholders
                  of any Series and which continues unremedied for a period
                  of 30 days after the date on which written notice of such
                  failure, requiring the same to be remedied, shall have been
                  given to the Servicer by the Custodian; or the Servicer
                  shall delegate its duties under this Agreement, except as
                  permitted by Sections 3.01 and 8.07;

                  (c) any representation, warranty or certification made by
                  the Servicer in this Agreement or in any certificate
                  delivered pursuant to this Agreement shall prove to have
                  been incorrect when made, which has a material adverse
                  effect on the rights of the Investor Master Custodial
                  Certificateholders of any Series and which material adverse
                  effect continues for a period of 60 days after the date on
                  which written notice thereof, requiring the same to be
                  remedied, shall have been given to the Servicer by the
                  Custodian;

                  (d) an Insolvency Event shall occur with respect to the
                  Servicer;

then, in the event of any Service Default, so long as the Service Default
shall not have been remedied, the Custodian, by notice then given in writing
to the Servicer (a "Termination Notice"), may, subject to the restrictions
contained in the BIA, terminate all but not less than all of the rights and
obligations (other than its obligations that have accrued up to the time of
such termination) of the Servicer as Servicer under this Agreement and in and
to the Account Assets. After receipt by the Servicer of a Termination Notice,
and on the date that a Successor Servicer shall have been appointed by the
Custodian pursuant to Section 10.02, all authority and power of the Servicer
under this Agreement shall pass to and be vested in a Successor Servicer (a
"Service Transfer") and, without limitation, the Custodian is hereby
authorized and empowered by the Servicer (upon the failure of the Servicer to
cooperate) to execute and deliver, on behalf of the Servicer, as
attorney-in-fact or otherwise, all documents and other instruments upon the
failure of the Servicer to execute or deliver such documents or instruments,
and to do and accomplish all other acts or things necessary or appropriate to
effect the purposes of such Service Transfer. The Seller and the Servicer
agree to cooperate with the Custodian and such Successor Servicer in
effecting the termination of the responsibilities and rights of the Servicer
to conduct servicing hereunder, including the transfer to such Successor
Servicer of all authority of the Servicer to service the Account Assets
provided for under this Agreement, including all authority over all
Collections which shall on the date of transfer be held by the Servicer for
deposit, or which have been deposited by the Servicer, in the Collection
Account or any Series Account, or which shall thereafter be received with
respect to the Account Assets, and in assisting the Successor Servicer. The
Servicer shall promptly transfer its electronic records relating to the
Account Assets to the Successor Servicer in such electronic or machine
readable form as the Successor Servicer may reasonably request and shall
promptly transfer to the Successor Servicer all other records, correspondence
and documents necessary for the continued servicing of the Account Assets
(the "Related Records") in the manner and at such times as the Successor
Servicer shall reasonably request. To the extent that compliance with this
Section 10.01 shall require the Servicer to disclose to the Successor
Servicer information of any kind which the Servicer reasonably deems to be
confidential, the Successor Servicer shall be required to enter into such
customary licensing and confidentiality agreements as the Servicer shall deem
necessary to protect its interest.

         Notwithstanding the foregoing, a delay in or failure of performance
under Section 10.01(a) for a 


<PAGE>

                                   - 54 -


period of 10 Business Days after the grace period specified therein or under
Section 10.01(b) or (c) for a period of 60 Business Days after the grace
specified therein, shall not constitute a Service Default if such delay or
failure could not be prevented by the exercise of reasonable diligence by the
Servicer or such delay or failure was caused by an act of God or the Queen's
enemy, acts of declared or undeclared war, public disorder, rebellion or
sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes,
floods or similar causes. The preceding sentence shall not relieve the
Servicer from using its best efforts to perform its respective obligations in
a timely manner in accordance with the terms of this Agreement and the
Servicer shall provide the Custodian, any Agent, any Enhancement Providers,
the Seller and the Master Custodial Certificateholders with an Officer's
Certificate giving prompt notice of such failure or delay by it, together
with a description of its efforts so to perform its obligations. The Servicer
shall immediately notify the Custodian in writing of any Service Default.

SECTION 10.02   Custodian to Act; Appointment of Successor.

                  (a) On and after the receipt by the Servicer of a
                  Termination Notice pursuant to Section 10.01, the Servicer
                  shall continue to perform all servicing functions under
                  this Agreement until the date specified in the Termination
                  Notice or otherwise specified by the Custodian in writing
                  or, if no such date is specified in such Termination
                  Notice, or otherwise specified by the Custodian, until a
                  date mutually agreed upon by the Servicer and Custodian.
                  The Custodian shall as promptly as possible after the
                  giving of a Termination Notice appoint an Eligible Servicer
                  as a successor servicer (the "Successor Servicer"), subject
                  to the consent of any Enhancement Providers and any Agent,
                  which consent shall not be unreasonably withheld, and such
                  Successor Servicer shall accept its appointment by a
                  written assumption in a form acceptable to the Custodian.
                  In the event that a Successor Servicer has not been
                  appointed or has not accepted its appointment at the time
                  when the Servicer ceases to act as Servicer, the Custodian
                  without further action shall automatically be appointed the
                  Successor Servicer. The Custodian may delegate any of its
                  servicing obligations to an Affiliate or agent in
                  accordance with Sections 3.01 and 8.07. Notwithstanding the
                  above, the Custodian shall, if it is legally unable so to
                  act, petition a court of competent jurisdiction to appoint
                  any established institution having a net worth of not less
                  than $50,000,000. The Custodian shall immediately give
                  notice to the Rating Agencies, any Enhancement Providers,
                  any Agent and the Master Custodial Certificateholders upon
                  the appointment of a Successor Servicer.

                  (b) Upon its appointment, the Successor Servicer shall be
                  the successor in all respects to the Servicer with respect
                  to servicing functions under this Agreement and shall be
                  subject to all the responsibilities, duties and liabilities
                  relating thereto placed on the Servicer by the terms and
                  provisions hereof (except that the Successor Servicer shall
                  not be liable for any liabilities incurred by the
                  predecessor Servicer), and all references in this Agreement
                  to the Servicer shall be deemed to refer to the Successor
                  Servicer.

                  (c) In connection with any Termination Notice, the
                  Custodian will review any bids which it obtains from
                  Eligible Servicers and shall be permitted to appoint any
                  Eligible Servicer submitting such a bid as a Successor
                  Servicer for servicing compensation not in excess of the
                  Servicing Fee (unless all such bids exceed the Servicing
                  Fee); provided, however, that the Seller shall be
                  responsible for payment of the Seller's portion of the
                  Servicing Fee as determined pursuant to this Agreement and
                  all other amounts in excess of the Investors' Servicing
                  Fee, and that no monthly servicing compensation paid out of
                  Collections shall be in excess of the Investors' Servicing
                  Fee. The Holders of the Seller's Master Custodial
                  Certificates agree that if CCCL (or any Successor Servicer)
                  is terminated as Servicer hereunder, the portion of
                  Collections to be paid to the Seller shall be reduced 


<PAGE>

                                   - 55 -


                  by an amount sufficient to pay Seller's share of the
                  compensation of the Successor Servicer to the extent such
                  amount is not otherwise paid by the Seller.

                  (d) All authority and power granted to the Successor
                  Servicer under this Agreement shall automatically cease and
                  terminate upon termination of the custodial arrangements
                  pursuant to Section 12.01, and shall pass to and be vested
                  in the Seller and, without limitation, the Seller is hereby
                  authorized and empowered to execute and deliver, on behalf
                  of the Successor Servicer, as attorney-in-fact or
                  otherwise, all documents and other instruments, and to do
                  and accomplish all other acts or things necessary or
                  appropriate to effect the purposes of such transfer of
                  servicing rights. The Successor Servicer agrees to
                  cooperate with the Seller in effecting the termination of
                  the responsibilities and rights of the Successor Servicer
                  to conduct servicing of the Account Assets. The Successor
                  Servicer shall transfer its electronic records relating to
                  the Account Assets to the Seller in such electronic or
                  machine readable form as the Seller may reasonably request
                  and shall transfer all other records, correspondence and
                  documents to the Seller in the manner and at such times as
                  the Seller shall reasonably request. To the extent that
                  compliance with this Section 10.02 shall require the Succes
                  sor Servicer to disclose to the Seller information of any
                  kind which the Successor Servicer deems to be confidential,
                  the Seller shall be required to enter into such customary
                  licensing and confidentiality agreements as the Successor
                  Servicer shall deem necessary to protect its interests.


                                  ARTICLE XI
                                The Custodian

SECTION 11.01   Duties of Custodian.

                  (a) The Custodian, prior to the occurrence of a Service
                  Default of which it has knowledge and after the curing of
                  all Service Defaults which may have occurred, undertakes to
                  perform such duties and only such duties as are
                  specifically set forth in this Agreement. If a Service
                  Default to the knowledge of the Custodian has occurred
                  (which has not been cured or waived), the Custodian shall
                  exercise such of the, authority, rights and powers that it
                  has under this Agreement and use the same degree of care
                  and skill in their exercise, as a prudent person would
                  exercise or use under the circumstances in the conduct of
                  that person's own affairs.

                  (b) The Custodian, upon receipt of all resolutions,
                  certificates, statements, opinions, Opinions of Counsel,
                  reports, documents, orders or other instruments furnished
                  to the Custodian which are specifically required to be
                  furnished pursuant to any provision of this Agreement,
                  shall examine them to determine whether they substantially
                  conform in form to the requirements of this Agreement. The
                  Custodian shall provide to the Master Custodial
                  Certificateholders a copy of all notices that it receives
                  from, or gives to, the other parties to this Agreement.

                  (c) Subject to Section 11.01(a), no provision of this
                  Agreement shall be construed to relieve the Custodian from
                  liability for its own grossly negligent action, its own
                  grossly negligent failure to act or its own willful
                  misconduct; provided, however, that:

                           (i)      the Custodian shall not be personally
                                    liable for an error of judgment made in
                                    good faith by an officer, employee or
                                    agent of the Custodian, unless it shall
                                    be proved that the Custodian was grossly
                                    negligent in ascertaining 


<PAGE>

                                   - 56 -

                                    the pertinent facts; and

                           (ii)     the Custodian shall not be charged with
                                    knowledge of any fact relevant to the
                                    performance of its duties hereunder or
                                    under any Supplement, including knowledge
                                    of an Early Amortization Event, or of a
                                    default or violation of this Agreement or
                                    any Supplement by either the Seller or
                                    the Servicer, including a Service Default
                                    or the failure by the Servicer to comply
                                    with the obligations of the Servicer
                                    referred to in Sec tion 10.01(a) and (b),
                                    unless a Responsible Officer of the
                                    Custodian obtains actual knowledge of
                                    such fact, default, violation or failure.

                  (d) The Custodian shall not be required to expend or risk
                  its own funds or otherwise incur financial liability in the
                  performance of any of its duties hereunder or in the
                  exercise of any of its authority, rights or powers, if
                  there is reasonable ground for believing that the repayment
                  of such funds or adequate indemnity against such risk or
                  liability is not reasonably assured to it, and none of the
                  provisions contained in this Agreement shall in any event
                  require the Custodian to perform, or be responsible for the
                  manner of performance of, any obligations of the Servicer
                  under this Agreement except during such time, if any, as
                  the Custodian shall be the successor to, and be vested with
                  the rights, duties, powers and privileges of, the Servicer
                  in accordance with the terms of this Agreement.

                  (e) Except for actions expressly authorized by this
                  Agreement, the Custodian shall take no action reasonably
                  likely to impair the interests held by the Custodian in any
                  Account Asset now existing or hereafter created or to
                  impair the value of any Account Asset now existing or
                  hereafter created.

                  (f) Except as expressly provided in this Agreement, the
                  Custodian shall have no power or authority to vary the
                  Purchased Property or, in particular the power or authority
                  to (i) accept any substitute obligation for a Receivable
                  initially assigned to the Purchased Property under Section
                  2.01 or 2.05, (ii) add any other investment, obligation or
                  security to the Purchased Property or (iii) withdraw from
                  the Purchased Property any Account Asset.

                  (g) In the event that the Transfer Agent and Registrar
                  shall fail to perform any obligation, duty or agreement in
                  the manner or on the day required to be performed by the
                  Transfer Agent and Registrar, as the case may be, under
                  this Agreement, the Custodian shall be obligated promptly
                  upon its actual knowledge thereof to perform such
                  obligation, duty or agreement in the manner so required.

                  (h) If the Seller has agreed to Transfer or has Transferred
                  any of its wholesale receivables (other than the
                  Receivables) to another Person, the Custodian, acting in
                  its capacity as agent for the Holders from time to time of
                  Master Custodial Certificates, will enter into such
                  co-ownership agreements and inter-creditor agreements with
                  such other Person relating to such receivables as are
                  necessary to identify separately the ownership rights of
                  the Custodian and such other Person in the Seller's
                  wholesale receivables; provided, however, that the
                  Custodian shall not enter into any co-ownership agreement
                  or inter-creditor agreement which could adversely affect
                  the interests of the Investor Master Custodial
                  Certificateholders or the Custodian and, upon the request
                  of the Custodian, the Seller will deliver an Opinion of
                  Counsel on any matters relating to such co-ownership
                  agreement or inter-creditor agreement, reasonably requested
                  by the Custodian.

<PAGE>

                                   - 57 -


                  (i) Notwithstanding any other provision contained herein,
                  the Custodian is not acting as, and shall not be deemed to
                  be, a fiduciary, bailee or agent for any Enhance ment
                  Provider in its capacity as such, and the Custodian's sole
                  responsibility with respect to said parties shall be to
                  perform those duties with respect to said parties as are
                  specific ally set forth herein and no implied duties or
                  obligations shall be read into this Agreement against the
                  Custodian with respect to any such party.

                  (j) The Custodian hereby acknowledges that its appointment
                  by the Master Custodial Certificateholders as agent
                  pursuant to this Agreement and any agreements pertaining to
                  the purchase and transfer of Master Custodial Certificates,
                  is and is intended to be a limited appointment in the
                  capacity of an agent of independent status acting in the
                  ordinary course of its business. The Custodian acknowledges
                  that its role in the transactions herein provided for is
                  limited to the functions specified in this Agreement and,
                  unless expressly stated to the contrary or otherwise
                  required by the context, all references in this Agreement
                  to the Custodian shall mean the Custodian acting as agent
                  for and on behalf of the Master Custodial
                  Certificateholders. The Custodian acknowledges that it does
                  not have and agrees that it will not exercise or purport to
                  exercise any general power or authority to conclude, enter
                  into or vary contracts in the name of or on behalf of
                  Master Custodial Certificateholders or any one or more of
                  them.

SECTION 11.02 Certain Matters Affecting the Custodian. Except as otherwise
provided in Section 11.01, but notwithstanding anything (other than Section
11.01) to the contrary contained in this Agreement or any Supplement:

                  (a) the Custodian may rely on and shall be protected in
                  acting on, or in refraining from acting in accordance with,
                  any resolution, Officer's Certificate, certificate of
                  auditors, direction or calculation made by the Servicer or
                  the Seller on any other certificate, statement, instrument,
                  opinion, Opinion of Counsel, report, notice, request,
                  direction, consent, order, appraisal, bond or other paper
                  or document believed by the Custodian to be genuine and to
                  have been signed or presented to it pursuant to this
                  Agreement by the proper party or parties;

                  (b) the Custodian may consult with counsel and any Opinion
                  of Counsel shall be full and complete authorization and
                  protection in respect of any action taken or suffered or
                  omitted by it hereunder in good faith and in accordance
                  with such Opinion of Counsel;

                  (c) the Custodian 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 hereunder
                  or in relation hereto, at the request, order or direction
                  of any of the Master Custodial Certificateholders,
                  pursuant to the provisions of this Agreement, unless such
                  Master Custodial Certificateholders shall have offered to
                  the Custodian reasonable security or indemnity against the
                  costs, expenses and liabilities which may be incurred
                  therein or thereby which is reasonably satisfactory to the
                  Custodian;

                  (d) the Custodian shall not be personally liable for any
                  action taken, suffered or omitted by it in good faith and
                  believed by it to be authorized or within the discretion or
                  rights or powers conferred upon it under this Agreement;

                  (e) the Custodian shall not be bound to verify the accuracy
                  or completeness of or to make any investigation whatsoever
                  into the facts of matters stated in any resolution,

<PAGE>

                                   - 58 -


                  certificate, statement, instrument, opinion, Opinion of
                  Counsel, report, notice, request, direction, calculation,
                  consent, order, approval, bond or other paper or document;

                  (f) the Custodian may exercise the powers hereunder or
                  perform any duties hereunder either directly or by or
                  through agents or attorneys or a custodian, and the
                  Custodian shall not be responsible for any misconduct or
                  negligence on the part of any such agent, attorney or
                  custodian appointed with due care by it hereunder;

                  (g) except as may be required by Section 11.01(b) hereof,
                  the Custodian shall not be required to make any initial or
                  periodic examination of any documents or records related to
                  the Account Assets for the purpose of establishing the
                  presence or absence of defects, the compliance by the
                  Seller or the Servicer with its representations and
                  warranties or for any other purpose; and

                  (h) subject to Section 11.16(b), the Custodian shall not be
                  liable in its individual capacity for any action taken,
                  suffered or committed by it if such action was taken in
                  reliance upon and pursuant to an instruction provided to it
                  by Master Custodial Certificateholders pursuant to Section
                  6.08 or Section 11.10. In so acting, the Custodian shall
                  not be required to inquire as to the beneficial owner of
                  Master Custodial Certificates in reliance upon such
                  instruction.

SECTION 11.03 Custodian Not Liable for Recitals in Master Custodial
Certificates. The Custodian assumes no responsibility for the correctness of
the recitals contained herein and in the Master Custodial Certificates (other
than the certificate of authentication on the Master Custodial Certificates).
Except as set forth in Section 11.14, the Custodian makes no representations
as to the validity or sufficiency of this Agreement or of the Master
Custodial Certificates (other than the due execution by it and the
certificate of authentication on the Master Custodial Certificates) or of any
Account Asset. The Custodian shall not be accountable for the use or
application by the Seller of any of the Master Custodial Certificates or of
the proceeds of such Master Custodial Certificates, or for the use or
application of any funds paid to the Seller in respect of the Account Assets
or deposited in or withdrawn from the Collection Account or any Series
Account.

SECTION 11.04 Custodian May Own Master Custodial Certificates. The Custodian
in its individual or any other capacity may become the owner or pledgee of
Investor Master Custodial Certificates with the same rights as it would have
if it were not the Custodian.

SECTION 11.05 The Servicer to Pay Custodian's Fees and Expenses. The Servicer
covenants and agrees to pay to the Custodian from time to time, and the
Custodian shall be entitled to receive, reasonable compensation for all
services rendered by it in the exercise and performance of any of the powers
and duties hereunder of the Custodian, and, subject to Section 8.04, the
Servicer will pay or reimburse the Custodian upon its request for all
reasonable expenses, disbursements and advances incurred or made by the
Custodian in the exercise and performance of any of its powers and duties
hereunder (including the reasonable fees and expenses of its agents and any
co-custodian) except any such expense, disbursement or advance as may arise
from its gross negligence or bad faith and except as provided in the second
following sentence. The Servicer's covenant to pay the expenses,
disbursements and advances provided for in the preceding sentence shall
survive the termination of this Agreement. If the Custodian is appointed
Successor Servicer pursuant to Section 10.02, the provisions of this Sec tion
11.05 shall not apply to expenses, disbursements and advances made or
incurred by the Custodian in its capacity as Successor Servicer, which shall
be paid for out of the Servicing Fee, except for Additional Custodial
Servicing Expenses, if any, which shall be paid for as set forth in Section
3.02.

<PAGE>

                                    - 59 -


SECTION 11.06 Eligibility Requirements for Custodian. The Custodian hereunder
shall at all times be a trust company, Schedule I chartered bank or insurance
company organized and doing business under the laws of Canada or any Province
thereof authorized under such laws to exercise corporate trust powers, having
a combined capital and surplus of at least $50,000,000 and subject to
supervision or examination by federal or provincial authority. If such
corporation publishes 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 11.06, the combined capital and surplus
of such corporation shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. In case at any
time the Custodian shall cease to be eligible in accordance with the
provisions of this Section 11.06, the Custodian shall resign immediately in
the manner and with the effect specified in Section 11.07.

SECTION 11.07   Resignation or Removal of Custodian.

                  (a) Subject to the provisions of Section 11.07(c), the
                  Custodian may at any time resign and be discharged from its
                  obligations and duties hereunder by giving written notice
                  thereof to the Master Custodial Certificateholders, Seller
                  and the Servicer. Upon receiving such notice of
                  resignation, the Master Custodial Certificateholders shall
                  promptly appoint a successor custodian by written
                  instrument, in duplicate, one copy of which instrument
                  shall be delivered to the resigning Custodian and one copy
                  to the successor custodian. If no successor custodian shall
                  have been so appointed and have accepted appointment within
                  30 days after the giving of such notice of resignation, the
                  resigning Custodian or the Seller may petition any court of
                  competent jurisdiction for the appointment of a successor
                  custodian.

                  (b) If at any time the Custodian shall cease to be eligible
                  in accordance with the provisions of Section 11.06 hereof
                  and shall fail to resign after written request therefor by
                  the Servicer or the Master Custodial Certificateholders, or
                  if at any time the Custodian shall be legally unable to
                  act, or commits any act of bankruptcy, including the making
                  of an assignment or filing of notice of intention to make
                  any proposal for the benefit of some or all of its
                  creditors under applicable bankruptcy or insolvency law, or
                  if a receiver of the Custodian or of its property shall be
                  appointed, or any public officer shall take charge or
                  control of the Custodian or of its property or affairs for
                  the purpose of rehabilitation, conservation or liquidation,
                  then the Servicer or the Master Custodial
                  Certificateholders may, remove the Custodian and promptly
                  appoint a successor custodian by written instrument, in
                  duplicate, one copy of which instrument shall be delivered
                  to the Custodian so removed and one copy to the successor
                  custodian.

                  (c) At any time the Seller or the Servicer may, with the
                  consent of the Holders of Investor Master Custodial
                  Certificates evidencing not less than 66 2/3% of the
                  aggregate unpaid principal amount of the Investor Master
                  Custodial Certificates of each Series, appoint a successor
                  custodian which is eligible in accordance with the
                  provisions of Section 11.06 hereof by giving at least 60
                  days written notice of intention to appoint a successor
                  custodian to the Custodian, any Agent and each Rating
                  Agency.

                  (d) Any resignation or removal of the Custodian and
                  appointment of successor custodian pursuant to any of the
                  provisions of this Section 11.07 shall not become effective
                  until acceptance of appointment by the successor custodian
                  as provided in Section 11.08 hereof.

SECTION 11.08   Successor Custodian.

<PAGE>

                                   - 60 -

                  (a) Any successor custodian appointed as provided in
                  Section 11.07 hereof shall execute, acknowledge and deliver
                  to the Seller and to its predecessor Custodian an
                  instrument accepting such appointment hereunder, and
                  thereupon the resignation or removal of the predecessor
                  Custodian shall become effective and such successor
                  custodian shall have all the authority, rights, powers,
                  duties and obligations of its predecessor hereunder, with
                  like effect as if originally named as Custodian herein. The
                  predecessor Custodian shall execute and deliver to the
                  successor custodian an Assignment of the Purchased Property
                  so as to effectively Transfer to the successor Custodian,
                  as agent for and on behalf of the Master Custodial
                  Certificateholders, the right, title and interest of the
                  predecessor Custodian in the Purchased Property and shall
                  deliver to the successor custodian all documents or copies
                  thereof, at the expense of the Servicer, and statements
                  held by it hereunder; and the Seller and the predecessor
                  Custodian shall execute and deliver such instruments and do
                  such other things as may reasonably be required for the
                  successor custodian to have all such authority, rights,
                  power, duties and obligations. The Servicer shall
                  immediately give notice to each Rating Agency and the
                  Master Custodial Certificateholders upon the appointment of
                  a successor custodian.

                  (b) No successor custodian shall accept appointment as
                  provided in this Sec tion 11.08 unless at the time of such
                  acceptance such successor custodian shall be eligible under
                  the provisions of Section 11.06 hereof and legally able to
                  act as such.

SECTION 11.09 Merger, Amalgamation or Consolidation of Custodian. Any Person
into which the Custodian may be merged or converted or with which it may be
consolidated or amalgamated, or any Person resulting from any merger,
conversion, amalgamation or consolidation to which the Custodian shall be a
party, shall be the successor of the Custodian hereunder, provided such
corporation shall be eligible under the provisions of Section 11.06 hereof
and legally able to act as such, without the execu tion or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.

SECTION 11.10 Instructions from Investor Master Custodial Certificateholders.
Whenever the Custodian is permitted to take, or refrain from taking, any
action under this Agreement or any Supplement, the Custodian may seek
instructions relating to such action or inaction from the Investor Master
Custodial Certificateholders of all outstanding Series or the applicable
Series, as the case may be, and the Custodian shall, subject to the terms of
this Agreement, be required to take, or refrain from taking, any such action,
as directed by the Holders of Investor Master Custodial Certificates
evidencing a majority of the aggregate unpaid principal amount of Investor
Master Custodial Certificates of all outstanding Series or the applicable
Series, as the case may be; provided, however, in the event that the delay
resulting from the obtaining of such instructions would be likely to
adversely affect in any material respect the interests of such Investor
Master Custodial Certificateholders, the Custodian shall act or refrain from
acting in such manner as a prudent person would under the circumstances in
the conduct of such person's own affairs, pending the receipt of such
instructions.

SECTION 11.11 Tax Returns. The Custodian, in accordance with the terms of the
Supplements, shall prepare or shall cause to be prepared all tax information
required to be distributed to the Investor Master Custodial
Certificateholders. The Custodian will distribute or cause to be distributed
such information to the Investor Master Custodial Certificateholders. The
Servicer, upon request, will furnish the Custodian with all such information
known to the Servicer as may be reasonably required in connection with the
distribution of tax information to the Investor Master Custodial
Certificateholders.

SECTION 11.12 Custodian May Enforce Claims Without Possession of Master
Custodial Certificates. All rights of action and claims under this Agreement
or the Master Custodial Certificates


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                                   - 61 -


may be prosecuted and enforced by the Custodian, as agent for and on behalf
of the Holders from time to time of Master Custodial Certificates, without
the possession of any of the Master Custodial Certificates or the production
thereof in any proceeding relating thereto, and any such proceeding
instituted by the Custodian shall be brought in the name of the Master
Custodial Certificateholders. Any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Custodian, its agents and counsel, be for the ratable benefit
of the Master Custodial Certificateholders in respect of which such judgment
has been obtained.

SECTION 11.13 Suits for Enforcement. If a Service Default shall occur and be
continuing, the Custodian may, subject to the provisions of Section 10.01,
proceed to protect and enforce its rights and the rights of the Master
Custodial Certificateholders under this Agreement by suit, action or
proceeding in equity or at law or otherwise, whether for the specific
performance of any covenant or agreement contained in this Agreement or in
aid of the execution of any power granted in this Agreement or for the
enforcement of any other legal, equitable or other remedy as the Custodian,
being advised by counsel, shall deem most effectual to protect and enforce
any of the rights of the Custodian or the Master Custodial
Certificateholders. Nothing herein contained shall be deemed to authorize the
Custodian to authorize or consent to or accept or adopt on behalf of any
Master Custodial Certificateholder any plan of reorganization, arrangement,
adjustment or composition affecting the Master Custodial Certificates or the
rights of any Holder thereof, or authorize the Custodian to vote in respect
of the claim of any Master Custodial Certificateholder in any such
proceeding.

SECTION 11.14 Representations, Warranties and Covenants of Custodian. The
Custodian represents and warrants that:

                           (i)      the Custodian is a trust company 
                                    organized, existing and in good standing
                                    under the laws of the Province of Quebec;

                           (ii)     the Custodian has full power, authority
                                    and right to execute, deliver and perform
                                    this Agreement and each Supplement, and
                                    has taken all necessary action to
                                    authorize the execution, delivery and
                                    performance by it of this Agreement and
                                    each Supplement; and

                           (iii)    this Agreement and each Supplement has 
                                    been duly executed and delivered by the
                                    Custodian and this Agreement and each
                                    Supplement constitutes a legal, valid and
                                    binding obligation of the Custodian
                                    enforceable against the Custodian in
                                    accordance with its terms, except as such
                                    enforceability and the legality thereof
                                    may be limited by applicable bankruptcy,
                                    insolvency, reorganization, moratorium or
                                    other similar laws, now or hereafter in
                                    effect, affecting the enforcement of
                                    creditors' rights in general and to the
                                    extent such laws render contractual
                                    provisions ineffective, and except as
                                    such enforceability may be limited by
                                    general principles of equity.

SECTION 11.15 Maintenance of Office or Agency. The Custodian will maintain at
its expense in the City of Toronto, an office or offices or agency or
agencies where notices and demands to or upon the Custodian in respect of the
Master Custodial Certificates and this Agreement may be served. The Custodian
initially designates its Custodial Trust Office as its office for such
purposes at c/o CIBC Mellon Trust Company, 393 University Avenue, 5th Floor,
Toronto, Ontario M5G 2M7 as its office for such purpose. The Custodian will
give prompt written notice to the Servicer and to Holders of the Master
Custodial Certificates of any change in the location of the Certificate
Register or any such office or agency.




<PAGE>


                                    - 62 -

SECTION 11.16   Payment from Purchased Property.

                  (a) Each Master Custodial Certificateholder, by its
                  acceptance of such Master Custodial Certificate, and each
                  Enhancement Provider, acknowledges that the Master
                  Custodial Certificates are issued without recourse to the
                  Custodian and agrees that it will look solely to the
                  Purchased Property to the extent available for distribution
                  to it for any amounts payable, or for the performance of
                  any covenants or obligations, under this Agreement or such
                  Master Custodial Certificate, except as otherwise provided
                  in Section 11.16(b).

                  (b) The Master Custodial Certificateholders and each
                  Enhancement Provider shall have full recourse to the
                  property and assets of the Custodian in its individual
                  capacity, and the Custodian shall be personally liable to
                  the full extent of its undertaking and such property and
                  assets, if it is in breach of its obligations or its
                  representations hereunder, including under Section 8.05 and
                  Section 10.02(a), but only to the extent that a court of
                  competent jurisdiction shall have determined (after the
                  expiry of all rights of appeal) that the realizable value
                  to the Master Custodial Certificateholders and Enhancement
                  Providers of the Purchased Property shall have been
                  decreased or otherwise prejudiced as a result of any such
                  breach and shall have quantified the amount of such
                  decrease or prejudice.


                                 ARTICLE XII
                                 Termination

SECTION 12.01 Termination of Custodial Arrangement. The Custodial Arrangement
created hereby and the respective obligations and responsibilities of the
Seller, the Servicer and the Custodian created hereby (other than the
obligation of the Custodian to make payments to Investor Master Custodial
Certificateholders as hereafter set forth) shall terminate, except with
respect to the duties described in Sections 7.03, 8.04 and 12.02(b), on the
day following the Distribution Date on which the Invested Amount for all
Series is zero and no other amounts are payable to Investor Master Custodial
Certificateholders pursuant to any Supplement (the "Custodial Termination
Date"). The Servicer will give the Rating Agencies prompt notice of the
termination of the custodial arrangement created hereby.

SECTION 12.02   Final Distribution.

                  (a) The Servicer shall give the Custodian at least 45 days
                  prior notice of the Distribution Date on which the Investor
                  Master Custodial Certificateholders of any Series or Class
                  may surrender their Investor Master Custodial Certificates
                  for payment, pursuant to the provisions of the related
                  Supplement, of the final distribution on and cancellation
                  of such Investor Master Custodial Certificates (or, in the
                  event of a final distribution resulting from the
                  application of Section 2.03 or 9.01, notice of such Distri
                  bution Date promptly after Servicer has determined that a
                  final distribution will occur, if such determination is
                  made less than 45 days prior to such Distribution Date).
                  Such notice shall be accompanied by an Officer's
                  Certificate setting forth the information specified in
                  Section 3.05 covering the period during the then current
                  calendar year through the date of such notice. Not later
                  than the fifth day of the month in which the final
                  distribution in respect of such Series or Class is payable
                  to Investor Master Custodial Certificateholders, the
                  Custodian shall provide notice to Investor Master Custodial
                  Certificateholders of such Series or Class specifying (i)
                  the date upon which final payment of such Series or Class
                  will be made upon presentation and surrender of Investor
                  Master Custodial Certificates of





<PAGE>


                                    - 63 -


                  such Series or Class at the office or offices therein
                  designated, (ii) the amount of any such final payment and
                  (iii) that the Record Date otherwise applicable to such
                  payment date is not applicable, payments being made, unless
                  the Custodian on the direction of the Servicer indicates
                  otherwise in such notice, only upon presentation and
                  surrender of such Investor Master Custodial Certificates at
                  the office or offices therein specified. The Custodian
                  shall give such notice to the Transfer Agent and Registrar
                  and the Rating Agencies at the time such notice is given to
                  Investor Master Custodial Certificateholders.

                  (b) Notwithstanding a final distribution to the Investor
                  Master Custodial Certificateholders of any Series or Class
                  (or the termination of the Custodial Arrangement), except
                  as otherwise provided in this paragraph, all funds then on
                  deposit in the Collection Account and any Series Account
                  allocated to such Investor Master Custodial Certificate
                  holders shall continue to be held in custody by the
                  Custodian, as agent for and on behalf of such Investor
                  Master Custodial Certificateholders, and, unless the
                  Custodian has indicated otherwise as provided in Section
                  12.02(a)(iii), the Custodian shall pay such funds to such
                  Investor Master Custodial Certificateholders upon surrender
                  of their Investor Master Custodial Certificates (and any
                  excess shall be paid in accordance with the terms of any
                  Enhancement Agreement or to the Seller). In the event that
                  all such Investor Master Custodial Certificateholders shall
                  not surrender their Investor Master Custodial Certificates
                  for cancellation within six months after the date specified
                  in the notice from the Custodian described in paragraph
                  (a), the Custodian shall give a second notice to the
                  remaining such Investor Master Custodial Certificateholders
                  to surrender their Investor Master Custodial Certificates
                  for cancelation and receive the final distribution with
                  respect thereto. If within one year after the second notice
                  all such Investor Master Custodial Certificates shall not
                  have been surrendered for cancelation, the Custodian may
                  take appropriate steps, or may appoint an agent to take
                  appropriate steps, to contact the remaining such Investor
                  Master Custodial Certificateholders concerning surrender of
                  their Investor Master Custodial Certificates, and the cost
                  thereof shall be paid out of the funds in the Collection
                  Account or any Series Account held for the benefit of such
                  Investor Master Custodial Certificateholders. Subject to
                  applicable law, the Custodian shall pay to the Seller any
                  monies held by it for the payment of principal or interest
                  that remain unclaimed for six years after the date
                  specified in the notice from the Custodian described in
                  Section 12.02(a). After payment to the Seller, Investor
                  Master Custodial Certificateholders entitled to the money
                  must look to the Seller for payment thereof without
                  interest up to such time as the right to proceed against
                  the Seller for recovery of such money has become barred
                  under the laws of the Province of Ontario.

                  (c) In the event that the Invested Amount with respect to
                  any Series is greater than zero on its Termination Date
                  (after giving effect to deposits and distributions
                  otherwise to be made on such Termination Date), the
                  Custodian, will use its best efforts to sell or cause to be
                  sold on such Termination Date Account Assets (or interests
                  therein) in an amount equal to the lesser of (i) the sum of
                  (x) the Invested Amount with respect to such Series on such
                  Termination Date (after giving effect to such deposits and
                  distributions) and (y) the Available Subordinated Amount
                  with respect to such Series on the preceding Determination
                  Date (after giving effect to the allocations,
                  distributions, withdrawals and deposits to be made on the
                  Distribution Date following such Determination Date) and
                  (ii) such Series' Series Allocation Percentage (for the
                  Collection Period in which such Termination Date occurs) of
                  Account Assets on such Termination Date. The proceeds (the
                  "Termination Proceeds") from such sale shall be immediately
                  deposited into the Collection Account to be held by the
                  Custodian for the benefit of the Investor Master Custodial
                  Certificateholders of such Series. The Termination Proceeds
                  shall be allocated





<PAGE>


                                    - 64 -


                  and distributed to the Investor Master Custodial
                  Certificateholders of such Series in accordance with the
                  terms of the applicable Supplement.

SECTION 12.03 Seller's Termination Rights. Upon the termination of the
Custodial Arrangement pursuant to Section 12.01 and the surrender of the
Seller's Master Custodial Certificates, the Custodian, shall Transfer to the
Seller or its designee, without recourse, representation or warranty, all
right, title and interest of the Custodian and the Master Custodial
Certificateholders in the Purchased Property and all proceeds thereof, except
for amounts held by the Custodian pursuant to Section 12.02(b). The Custodian
shall execute and deliver such instruments of transfer and assignment, in
each case without recourse, as shall be reasonably requested by the Seller to
vest in the Seller or its designee all right, title and interest which the
Custodian and the Master Custodial Certificateholders had in all such
property.


                                 ARTICLE XIII
                           Miscellaneous Provisions

SECTION 13.01   Amendment.

                  (a) This Agreement or any Supplement may be amended from
                  time to time (including in connection with the issuance of
                  a Supplemental Certificate) by the Servicer, the Seller and
                  the Custodian without the consent of any of the Master
                  Custodial Certificateholders, provided that such action
                  shall not, as evidenced by an Opinion of Counsel for the
                  Seller, addressed and delivered to the Custodian, adversely
                  affect in any material respect the interests of any
                  Investor Master Custodial Certificateholder.
                  Notwithstanding anything contained herein to the contrary,
                  the Servicer, with the consent of any Enhancement
                  Providers, may at any time and from time to time amend,
                  modify or supplement the form of Distribution Date
                  Statement.

                  (b) This Agreement or any Supplement may also be amended
                  from time to time (including in connection with the
                  issuance of a Supplemental Certificate) by the Servicer,
                  the Seller and the Custodian, with the consent of the
                  Holders of Investor Master Custodial Certificates
                  evidencing not less than 66-2/3% of the aggregate unpaid
                  principal amount of the Investor Master Custodial
                  Certificates of each Series which would be adversely
                  affected in any material respect, for the purpose of adding
                  any provisions to or changing in any manner or eliminating
                  any of the provisions of this Agreement or any Supplement
                  or of modifying in any manner the rights of the Master
                  Custodial Certificateholders; provided, however, that no
                  such amendment shall (i) reduce in any manner the amount of
                  or delay the timing of any distributions to be made to
                  Investor Master Custodial Certificateholders or deposits of
                  amounts to be so distributed or the amount available under
                  any Enhancement without the consent of each affected
                  Investor Master Custodial Certificateholder, (ii) change
                  the definition of or the manner of calculating the interest
                  of any Investor Master Custodial Certificateholder without
                  the consent of each affected Investor Master Custodial
                  Certificateholder, (iii) reduce the aforesaid percentage
                  required to consent to any such amendment without the
                  consent of each Investor Master Custodial Certificateholder
                  or (iv) adversely affect the rating of any Series
                  Securities by each Rating Agency without the consent of the
                  Holders of the related Investor Master Custodial
                  Certificates evidencing not less than 66-2/3% of the
                  aggregate unpaid principal amount of such Investor Master
                  Custodial Certificates. Any amendment to be effected
                  pursuant to this Section 13.01(b) shall be deemed to
                  materially adversely affect all outstanding Series, other
                  than any Series with respect to which such action shall
                  not, as evidenced by an Opinion of Counsel for the Seller,
                  addressed and delivered to the Custodian, adversely 



<PAGE>


                                   - 65 -


                  affect in any material respect the interests of any
                  Investor Master Custodial Certificateholder of such Series.
                  The Custodian may, but shall not be obligated to, enter
                  into any such amendment which affects the Custodian's
                  rights, duties or immunities under this Agreement or
                  otherwise.

                  (c) Promptly after the execution of any such amendment or
                  consent (other than an amendment pursuant to paragraph
                  (a)), the Custodian shall furnish notification of the
                  substance of such amendment to each Investor Master
                  Custodial Certificateholder, and the Servicer shall furnish
                  notification of the substance of such amendment to each
                  Rating Agency, each Agent and each Enhancement Provider.

                  (d) It shall not be necessary to obtain the consent of
                  Investor Master Custodial Certificateholders under this
                  Section to approve the particular form of any proposed
                  amendment, but it shall be sufficient if such consent shall
                  approve the substance thereof. The manner of obtaining such
                  consents and of evidencing the authorization of the
                  execution thereof by Investor Master Custodial
                  Certificateholders shall be subject to such reasonable
                  requirements as the Custodian may prescribe.

                  (e) Notwithstanding anything in this Section to the
                  contrary, no amendment may be made to this Agreement or any
                  Supplement which would adversely affect in any material
                  respect the interests of any Enhancement Provider without
                  the consent of such Enhancement Provider.

                  (f) Any Supplement executed in accordance with the
                  provisions of Section 6.03 shall not be considered an
                  amendment to this Agreement for the purposes of this
                  Section.

SECTION 13.02   Protection of Right, Title and Interest to Purchased Property.

                  (a) The Servicer shall cause this Agreement, all amendments
                  hereto and/or all financing statements and financing change
                  statements and any other necessary documents covering the
                  Custodian's right, title, and interest in and to the
                  Purchased Property to be promptly recorded, registered and
                  filed, and at all times to be kept recorded, registered and
                  filed, all in such manner and in such places as may be
                  required by law fully to preserve and protect the right,
                  title and interest of the Custodian hereunder to all
                  Purchased Property. The Servicer shall deliver to the
                  Custodian, file stamped copies of, verification statements
                  or filing receipts for, any document recorded, registered
                  or filed as provided above, as soon as available following
                  such recording, registration or filing. The Seller shall
                  cooperate fully with the Servicer in connection with the
                  obligations set forth above and will execute any and all
                  documents reasonably required to fulfill the intent of this
                  Section 13.02(a).

                  (b) Within 30 days after the Seller or the Servicer makes
                  any change in its name or corporate structure which would
                  require the filing of a financing change statement or other
                  registration document necessary to record the change of
                  name or corporate structure pursuant to each applicable
                  PPSA, the Seller shall give the Custodian and any
                  Agent notice of any such change and shall file such
                  financing statements or financing change statements or
                  other required registration documents and instruments as
                  may be necessary to continue the perfection of the
                  Custodian's interest in the Account Assets.

                  (c) The Seller and the Servicer will give the Custodian and
                  any Agent prompt written notice of any relocation of any
                  office from which it services Receivables or keeps records


<PAGE>


                                    - 66 -


                  concerning the Receivables or of its chief executive office
                  and whether, as a result of such relocation, the applicable
                  provisions of any PPSA or similar legislation would require
                  the filing of any financing change statements and shall
                  file such financing change statements or other required
                  registration documents and instruments as may be necessary
                  to perfect or to continue the perfection of the Custodian's
                  and Master Custodial Certificateholders' interest in the
                  Account Assets. The Seller and the Servicer will at all
                  times maintain each office from which it services Account
                  Assets within Canada.

                  (d) The Servicer will deliver to the Custodian, any Agent
                  and any Enhancement Provider: (i) upon the execution and
                  delivery of each amendment of this Agreement or any
                  Supplement, an Opinion of Counsel to the effect specified
                  in Exhibit D1; (ii) on each Addition Date on which any
                  Additional Accounts are to be included as the Accounts
                  pursuant to Section 2.05(a) or (b), an Opinion of Counsel
                  substantially in the form of Exhibit D2; and (iii) on or
                  before April 30 of each year, beginning with April 30,
                  1993, an Opinion of Counsel substantially in the form of
                  Exhibit D2.

SECTION 13.03   Limitation on Rights of Master Custodial Certificateholders.

                  (a) The death or incapacity of any Master Custodial
                  Certificateholder shall not operate to terminate this
                  Agreement or the custodial arrangement created hereby or
                  rights or powers granted to the Custodian and Servicer
                  hereunder, nor shall such death or incapacity entitle such
                  Master Custodial Certificateholders' legal representatives
                  or heirs to claim an accounting or to take any action or
                  commence any proceeding in any court for a partition or
                  winding up of the custodial arrangement created hereby, nor
                  otherwise affect the rights, obligations and liabilities of
                  the parties hereto or any of them.

                  (b) Except as expressly provided in this Agreement, no
                  Investor Master Custodial Certificateholder shall have any
                  right to vote or in any manner otherwise control the
                  operation and management of the Purchased Property, or the
                  obligations of the parties hereto, nor shall anything
                  herein set forth, or contained in the terms of the Master
                  Custodial Certificates, be construed so as to constitute
                  the Investor Master Custodial Certificateholders from time
                  to time and the Custodian as partners or members of an
                  association, nor shall any Investor Master Custodial
                  Certificateholder be under any liability to any third
                  person by reason of any action taken by the Seller or the
                  Servicer pursuant to any provision hereof.

                  (c) No Investor Master Custodial Certificateholder shall
                  have any right by virtue of any provisions of this
                  Agreement to institute any suit, action or proceeding in
                  equity or at law upon or under or with respect to this
                  Agreement or any Account Assets, unless such Investor
                  Master Custodial Certificateholder previously shall have
                  made, and unless the Holders of Investor Master Custodial
                  Certificates evidencing more than 50% of the aggregate
                  unpaid principal amount of all Investor Master Custodial
                  Certificates (or, with respect to any such action, suit or
                  proceeding that does not relate to all Series, 50% of
                  the aggregate unpaid principal amount of the Investor
                  Master Custodial Certificates of all Series to which such
                  action, suit or proceeding relates) shall have made, a
                  request to the Custodian to institute such action, suit or
                  proceeding, as agent for the Holders from time to time of
                  Master Custodial Certificates and nominee for all affected
                  Master Custodial Certificateholders, in its own name as
                  Custodian hereunder and shall have offered to the Custodian
                  such reasonable indemnity as it may require against the
                  costs, expenses and liabilities to be incurred therein or
                  thereby, and the Custodian, for 60 days after such request
                  and offer of indemnity, shall have neglected or refused to
                  institute any such action, 


<PAGE>

                                   - 67 -


                  suit or proceeding; it being understood and intended, and
                  being expressly covenanted by each Investor Master
                  Custodial Certificateholder with every other Investor
                  Master Custodial Certificateholder and the Custodian, that
                  no one or more Investor Master Custodial Certificateholders
                  shall have any right in any manner whatever by virtue or by
                  availing itself or themselves of any provisions of this
                  Agreement to affect, disturb or prejudice the rights of the
                  Holders of any other of the Investor Master Custodial
                  Certificates, or to obtain or seek to obtain priority over
                  or preference to any other such Investor Master Custodial
                  Certificateholder, or to enforce any right under this
                  Agreement or pursuant to applicable law, including the
                  giving of notice to any Dealer requiring payment of any
                  Receivable or applying for partition of the Purchased
                  Property, except in the manner herein provided and for the
                  equal, ratable and common benefit of all Investor Master
                  Custodial Certificateholders except as otherwise expressly
                  provided in this Agreement. For the protection and
                  enforcement of the provisions of this Section, each and
                  every Investor Master Custodial Certificateholder and the
                  Custodian shall be entitled to such relief as can be given
                  either at law or in equity.

SECTION 13.04   Reserved.

SECTION 13.05 Governing Law. This Agreement shall be construed in accordance
with the laws of the Province of Ontario and the laws of Canada applicable
therein and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.

SECTION 13.06   Notices.

                  (a) All demands, notices, instructions, directions and
                  communications (collectively , "Notices") under this
                  Agreement shall be in writing and shall be deemed to have
                  been duly given if personally delivered at or mailed by
                  registered mail, return receipt requested, or transmitted
                  by facsimile to (i) in the case of CCCL, Suite 400, East
                  Tower, 2700 Matheson Boulevard East, Mississauga, Ontario
                  L4W 4V9, Fax: 905-629-7961, Attention: Secretary and (ii)
                  in the case of the Custodian, c/o CIBC Mellon Trust
                  Company, 393 University Avenue, 5th Floor, Toronto, Ontario
                  M5G 2M7, Fax: 416-813-4555, Attention: Vice President,
                  Corporate Trust Services; or, as to each party, at such
                  other address as shall be designated by such party in a
                  written notice to each other party.

                  (b) Any Notice required or permitted to be given to a
                  Holder of Registered Certificates 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 Investor Master Custodial Certificateholder
                  receives such Notice.

SECTION 13.07 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 Master Custodial Certificates or rights of the Master Custodial
Certificateholders.

SECTION 13.08 Assignment. Except as otherwise expressly provided herein, this
Agreement may not be assigned by any party.

SECTION 13.09 Master Custodial Certificates Nonassessable and Fully Paid. It
is the intention of the parties to this Agreement that the Investor Master
Custodial Certificateholders shall not be personally 

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                                   - 68 -


liable for obligations of the Custodian or with respect to the Purchased
Property, that the undivided ownership interests as tenants in common in the
Purchased Property evidenced by the Investor Master Custodial Certificates
shall be nonassessable for any losses or expenses of the Custodian or with
respect to the Purchased Property or for any reason whatsoever and that
Investor Master Custodial Certificates upon issue and authentication thereof
by the Custodian are and shall be deemed fully paid.

SECTION 13.10 Further Assurances. The Seller and the Servicer agree to do and
perform, from time to time, any and all acts and to execute any and all
further instruments and documents required or reasonably requested by the
Custodian more fully to effect the purposes of this Agreement, including the
execution of any financing statements or financing change statements and all
similar instruments and documents.

SECTION 13.11 No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of the Custodian or the Master Custodial
Certificateholders, any right, remedy, power or privilege under this
Agreement shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege under this Agreement
preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege. The rights, remedies, powers and
privileges provided under this Agreement are cumulative and not exhaustive of
any rights, remedies, powers and privileges provided by law.

SECTION 13.12 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 13.13 Third Party Beneficiaries. This Agreement will enure to the
benefit of and be binding upon the parties hereto, the Master Custodial
Certificateholders and the Enhancement Providers and their respective
successors and permitted assigns. All rights and interests in the Purchased
Property of the Master Custodial Certificateholders and Enhancement
Providers, and of their respective successors and assigns, are held for such
Persons by the Custodian as agent for and on behalf of such Persons. Except
as otherwise expressly provided in this Agreement, no other Person will have
any right or obligation hereunder.

SECTION 13.14 Actions by Master Custodial Certificateholders. Any request,
demand, authorization, direction, Notice, consent, waiver or other act by a
Master Custodial Certificateholder shall bind such Master Custodial
Certificateholder and every subsequent holder of any Master Custodial
Certificates issued upon the registration of transfer of the Master Custodial
Certificates of such Master Custodial Certificateholder or in exchange
therefor or in lieu thereof in respect of anything done or omitted to be done
by the Custodian or the Servicer in reliance thereon, whether or not notation
of such action is made upon any such Master Custodial Certificates.

SECTION 13.15 Merger and Integration. Except as specifically stated otherwise
herein, this Agreement sets forth the entire understanding of the parties
relating to the subject matter hereof, and all prior understandings, written
or oral, are superseded by this Agreement. This Agreement may not be
modified, amended, waived or supplemented except by a document signed by the
parties hereto and as provided herein.

SECTION 13.16 Headings. The headings herein are for purposes of reference
only and shall not otherwise affect the meaning or interpretation of any
provision hereof.





<PAGE>


                                   - 69 -

         IN WITNESS WHEREOF, the Seller, the Servicer and the Custodian have
caused this Amended and Restated Master Custodial and Servicing Agreement to
be duly executed by their respective officers as of the day and year first
above written.


                                     CHRYSLER CREDIT CANADA LTD.,
                                     Seller and Servicer,

                                     by: "D. M. Cantwell"
                                         --------------------------
                                         Dennis M. Cantwell
                                         Vice President & Treasurer


                                     THE ROYAL TRUST COMPANY,
                                     Custodian,

                                     by: "R. Byrne"
                                         --------------------------
                                         Randy Byrne
                                         Authorized Signatory


                                     by: "P. Benjamin"
                                         --------------------------
                                         Patricia T. Benjamin
                                         Authorized Signatory










<PAGE>



                                                                    EXHIBIT A

                      (FORM OF FACE OF CCCL CERTIFICATE)

         THIS MASTER CUSTODIAL CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. NEITHER THIS MASTER CUSTODIAL CERTIFICATE
NOR ANY PORTION HEREOF MAY BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE
REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT TO AN AVAILABLE EXCEPTION
FROM SUCH REGISTRATION PROVISIONS.

         IN ADDITION, NEITHER THIS MASTER CUSTODIAL CERTIFICATE NOR ANY
PORTION THEREOF HAS BEEN NOR WILL BE QUALIFIED FOR SALE UNDER THE SECURITIES
LAW OF CANADA OR ANY PROVINCE OR TERRITORY THEREOF AND NEITHER THIS MASTER
CUSTODIAL CERTIFICATE NOR ANY PORTION THEREOF MAY BE OFFERED OR SOLD,
DIRECTLY OR INDIRECTLY, IN CANADA OR TO, OR FOR THE ACCOUNT OF, ANY RESIDENT
OF CANADA, EXCEPT PURSUANT TO A VALID EXEMPTION FROM SUCH SECURITIES LAWS.

         THIS MASTER CUSTODIAL CERTIFICATE IS NOT PERMITTED TO BE
TRANSFERRED, ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN
COMPLIANCE WITH THE TERMS OF THE AMENDED AND RESTATED MASTER CUSTODIAL AND
SERVICING AGREEMENT REFERRED TO HEREIN.

No.                           Principal Amount $ ____________________________


                               CCCL CERTIFICATE

        THIS CERTIFICATE EVIDENCES AN UNDIVIDED OWNERSHIP INTEREST IN
       CERTAIN ASSETS HELD BY THE CUSTODIAN AS AGENT FOR AND ON BEHALF
        OF THE HOLDER HEREOF AND ALL OTHER HOLDERS OF MASTER CUSTODIAL
         CERTIFICATES AS TENANTS IN COMMON AS PROVIDED IN THE AMENDED
            AND RESTATED MASTER CUSTODIAL AND SERVICING AGREEMENT
                      REFERRED TO ON THE REVERSE HEREOF.

         The assets so held consist primarily of wholesale (i.e., dealer
floorplan) receivables (the "Receivables") generated from time to time in the
ordinary course of business in a portfolio of revolving financing
arrangements (the "Accounts") of Chrysler Credit Canada Ltd. (the "Seller")
meeting certain eligibility criteria. This certificate (the "CCCL
Certificate") does not represent an interest in or obligation of the Seller,
Chrysler Financial Corporation or any affiliate thereof or the Custodian
except as specifically provided for in the Agreement referred to on the
reverse hereof.

         Unless the certificate of authentication hereon has been executed by
or on behalf of the Custodian by manual signature, this CCCL Certificate
shall not entitle the Holder to any benefit



<PAGE>



under the Amended and Restated Master Custodial and Servicing Agreement
referred to on the reverse side hereof, or be valid for any purpose.

         THIS CCCL CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF ONTARIO AND THE LAWS OF CANADA APPLICABLE THEREIN
WITHOUT REFERENCE TO THEIR CONFLICT OF LAW PROVISIONS.

    IN WITNESS WHEREOF, the Custodian has caused this CCCL Certificate to be
duly executed.
Dated:

                                 THE ROYAL TRUST COMPANY,
                                 as Custodian


                                 by_______________________________________
                                           Name:
                                          Title:


                                 by_______________________________________
                                           Name:
                                          Title:

                  CUSTODIAN'S CERTIFICATE OF AUTHENTICATION

         This is the CCCL Certificate described in the within mentioned
Amended and Restated Master Custodial and Servicing Agreement.

THE ROYAL TRUST COMPANY,
as Custodian


by       _______________________________________
         Authorized Officer

                                TRANSFER FORM

         FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
______________________________________________________________________________
______________________________________________________________________________
__________________  (please print or typewrite name and address) the undivided
ownership interest in the Purchased Property (including for greater certainty
all rights and entitlements under the Agreement referred to on the reverse
hereof to the extent such rights and entitlements relate to the interest so
sold, assigned and transferred) evidenced by the within CCCL Certificate or
$_____ * principal amount thereof and hereby irrevocably constitutes and



<PAGE>

appoints _____________________________________________________________________
______________________________________________________________________________
attorney to transfer the said undivided ownership interest in the Purchased
Property evidenced by the within CCCL Certificate on the register of the
Master Custodial Certificates with full power of substitution in the
premises.

*        If less than the full outstanding principal amount of the undivided
         ownership interest in the Purchased Property evidenced by the within
         CCCL Certificate is to be transferred, indicate in the space
         provided the principal amount to be transferred.

         The Transferee hereby confirms the appointment of the Custodian as
the agent of the Transferee for the purposes set out in the Agreement and the
Custodian hereby accepts the appointment as agent of the Transferee for these
purposes. The Transferee acknowledges and agrees that the sale of the
undivided ownership interest in the Purchased Property evidenced by the
Master Custodial Certificate to be acquired by the Transferee has not been
qualified by a prospectus, and represents and warrants that the sale by the
Transferor of the undivided ownership interest in the Purchased Property
evidenced by the Master Custodial Certificate and the purchase by the
Transferee of the undivided ownership interest in the Purchased Property
evidenced by the said Certificate, has complied with all applicable
securities laws, regulations and policies of applicable securities regulatory
authorities.

DATED _____________       DATED ____________        DATED ____________

Custodian


by __________________    _______________________       _______________________
                         Signature of Transferee       Signature of Transferor




                         (Form of Registration Panel)

                 (No writing hereon except by the Custodian)


Date of                        In Whose Name
Registration                   Registered                            Custodian
------------                   -------------                         ---------



<PAGE>



                     FORM OF REVERSE OF CCCL CERTIFICATE

         This CCCL Certificate is issued under and is subject to the terms,
provisions and conditions of the Amended and Restated Master Custodial and
Servicing Agreement dated as of December 16, 1997 (as amended and
supplemented, the "Agreement"), by and among Chrysler Credit Canada Ltd., as
Seller and Servicer, and The Royal Trust Company, as Custodian (the
"Custodian"). The assets held by the Custodian as agent for and on behalf of
the Certificateholders pursuant to the Agreement (the "Purchased Property")
will include (a) all of the Seller's right, title and interest in, to and
under the Receivables in each Account and all Collateral Security with
respect thereto owned by the Seller at the close of business on the Cut-Off
Date, in the case of the Initial Accounts, and on the applicable Additional
Cut-Off Date, in the case of Additional Accounts, and all monies due or to
become due and all amounts received with respect thereto and all proceeds
(including Recoveries) thereof, (b) all of the Seller's right, title and
interest in, to and under the Receivables in each Account (other than any
newly created Receivables in any Designated Account) and all Collateral
Security with respect thereto owned by the Seller at the close of business of
each Transfer Date and not theretofore conveyed to the Custodian, all monies
due or to become due and all amounts received with respect thereto and all
proceeds (including Recoveries) thereof, (c) all monies on deposit in, and
Eligible Investments credited to the Collection Account or any Series
Account, (d) any Enhancements and (e) the contractual rights and remedies of
the Custodian under the Agreement. Although a summary of certain provisions
of the Agreement is set forth herein, this certificate does not purport to
summarize the Agreement and reference is made to the Agreement for
information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and obligations
of the Custodian. A copy of the Agreement may be requested from the Custodian
by writing to the Custodian at c/o CIBC Mellon Trust Company, 393 University
Avenue, 5th Floor, Toronto, Ontario, M5G 2M7, Attention: Corporate Trust
Services. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to them in the Agreement.

         The Seller, the Holder of this CCCL Certificate and each Holder of a
Master Custodial Certificate for any series, by acceptance of its
Certificate, agrees to be bound by the terms of the Amended and Restated
Master Custodial and Servicing Agreement and to treat, and to take no action
inconsistent with the treatment of, this CCCL Certificate for all purposes,
including the purposes of federal or provincial income taxes and capital
taxes and any other taxes imposed on or measured by income or capital, as
evidencing an undivided ownership interest in the Purchased Property.

         This CCCL Certificate is not permitted to be transferred, assigned,
exchanged or otherwise pledged or conveyed except in accordance with the
Agreement, including Section 6.04 of the Agreement.

         The undivided ownership interest of the Holder of this CCCL
Certificate in the Purchased Property shall be extinguished upon the final
distribution being made out of the Purchased Property to the Holder of this
CCCL Certificate upon presentation and surrender of this CCCL Certificate to
the Custodian on or after the Distribution Date fixed for such final
distribution pursuant to Section 12.02 of the Agreement.



<PAGE>



    This is the CCCL Certificate which together with any Supplemental
Certificates represents the Seller's Interest in the Purchased Property
including the right to receive a portion of the Collections and other amounts
at the times and in the amounts specified in the Agreement. The aggregate
interest represented by the CCCL Certificate and all Supplemental
Certificates at any time in the Purchased Property shall not exceed the
Seller's Interest at such time. In addition to the CCCL Certificate, (i)
Investor Master Custodial Certificates will be issued to investors pursuant
to the Agreement, which will represent the Master Custodial
Certificateholders' Interest, and (ii) Supplemental Certificates may be
issued pursuant to the Agreement, which will represent that portion of the
Seller's Interest not owned by CCCL. This CCCL Certificate shall not
represent any interest in the Collection Account, the Series Accounts or any
Enhancements, except as expressly provided in the Agreement.



<PAGE>



                                                                    EXHIBIT B

                                  ASSIGNMENT

         In consideration of the payment by the Custodian to the Seller of
$10.00 and other good and valuable consideration (the receipt and adequacy of
which is hereby acknowledged) the Seller hereby sells, transfers, assigns,
sets over and conveys, without recourse (except as expressly provided in the
Custodial Agreement) to the Custodian as agent for and on behalf of the
holders from time to time of Master Custodial Certificates, and the Custodian
hereby purchases as agent to be held by the Custodian on behalf of such
holders as tenants in common, all right, title and interest of the Seller in,
to and under the Account Assets owned by the Seller in connection with each
Account at the close of business on [Cut-Off Date or Additional Cut-Off
Date].

         The foregoing sale, transfer, assignment, set over and conveyance
(i) does not constitute and is not intended to result in the creation of an
assumption by the Custodian, such holders or any other Person of any
obligations of the Seller, the Servicer of the Account Assets, Chrysler
Canada Ltd. or any other Person in connection with the Account Assets or
under any agreement or instrument relating thereto, including any obligation
to the Dealers under the Account Assets, and (ii) is in addition to and does
not replace any sale, transfer, assignment, set over and conveyance of the
foregoing Account Assets heretofore entered into, executed or effected.

         The Seller hereby represents and warrants to the Custodian and the
holders of the Master Custodial Certificates that all Account Assets included
in this Assignment are sold, transferred, assigned, set over and conveyed to
the Custodian free and clear of any Lien except as otherwise permitted under
the Custodial Agreement and all consents, licenses, approvals, or
authorizations of or registrations or declarations with any governmental
authority required to be obtained, effected or given by the Seller or the
Custodian in connection therewith have been duly obtained, effected or given
and are in full force and effect.

         The Seller hereby agrees to do and perform, from time to time, any
and all acts and to execute any and all further instruments and documents
required or reasonably requested by the Custodian more fully to effect the
purposes of this Assignment.

         Unless the context otherwise requires, the following terms have
the following meanings, respectively, when used in this Assignment:

         "Account" shall mean a wholesale financing account established by
         the Seller with the Dealers identified in any computer file or
         microfiche or written list delivered by the Seller to the Custodian
         on or before the date hereof;

         "Account Assets" shall mean the Receivables and (subject to the
         rights therein of any Purchaser) all Collateral Security with
         respect thereto owned by the Seller at the close of business on the
         Cut-Off Date, all monies due or to become due and all amounts
         received with respect thereto after the Cut-Off Date including
         interest thereon and all other non-principal charges with respect
         thereto (including, without limitation, insurance service fees and
         handling fees, Recoveries and insurance proceeds) and all proceeds
         thereof;



<PAGE>




         "Collateral Security" shall mean, with respect to any Receivable,
         all security granted by or on behalf of the related Dealer with
         respect thereto, including a security interest in the related
         Vehicle and insurance proceeds, and all security granted by the
         Dealer in factory receivables, parts inventory, equipment, fixtures,
         service accounts or real property and all guarantees of such
         Receivable and all proceeds of the foregoing;

         "Custodial Agreement" shall mean the Amended and Restated Master
         Custodial and Servicing Agreement between the Seller and the
         Custodian dated as of December 16, 1997 as the same may be
         supplemented, amended or restated from time to time wherein, among
         other things, the Seller agreed to sell Account Assets to the
         Custodian as agent for and on behalf of the holders of the Master
         Custodial Certificates;

         "Custodian" shall mean The Royal Trust Company, in its capacity as
         agent for and on behalf of the holders from time to time of Master
         Custodial Certificates;

         "Cut-Off Date" shall mean the date specified in the first paragraph
         of this Assignment;

         "Dealer" shall mean a Person engaged generally in the business of
         purchasing Vehicles from a manufacturer thereof and holding such
         Vehicles for sale or lease in the ordinary course of business;

         "Lien" shall mean any mortgage, deed of trust, pledge,
         hypothecation, assignment, deposit arrangement, encumbrance, lien
         (statutory or other), preference, participation interest, security
         interest, priority or other security agreement or preferential
         arrangement of any kind or nature whatsoever, including any
         conditional sale or other title retention agreement and any
         financing lease having substantially the same economic effect as any
         of the foregoing;

         "Master Custodial Certificates" shall mean the certificates issued
         from time to time by the Custodian under the Custodial Agreement to
         evidence the undivided ownership interests as tenants in common of
         the holders of such certificates in the Account Assets and other
         property held by the Custodian under the Custodial Agreement;

         "Person" shall mean any individual, corporation, estate,
         partnership, joint venture, association, joint-stock company, trust
         (including any beneficiary thereof), unincorporated organization or
         government or any agency or political subdivision thereof;

         "Purchaser" shall have the meaning attributed to it in the
         definition of Receivables;

         "Receivables" shall mean, with respect to an Account, all amounts
         shown on the records of the Seller or the Servicer of the Account
         Assets as amounts payable by the related Dealer, from time to time
         in respect of advances or payments made by the Seller to or for
         the account of such Dealer, to finance the acquisition of a Vehicle
         or Vehicles by such Dealer, together with the group of writings
         evidencing such amounts and the security interests created in
         connection therewith other than such amounts payable, writings and
         security interests in respect of which the Seller has sold,
         transferred, assigned, set over 


<PAGE>



         and conveyed a participating interest to any Person other than the
         Custodian (a "Purchaser") prior to the Cut-Off Date;

         "Recoveries" shall mean all amounts received, including insurance
         proceeds and amounts withdrawn from Dealers' wholesale deposit and
         goods and services tax reserve accounts, and applied in payment of
         Receivables by the Seller or the Servicer of the Account Assets with
         respect to Receivables which have become defaulted Receivables;

         "Seller" shall mean Chrysler Credit Canada Ltd; and

         "Vehicle" shall mean an automobile or light-duty truck.


         IN WITNESS WHEREOF the Seller has executed this Assignment this ____
day of ________________ , ____.



                                                CHRYSLER CREDIT CANADA LTD.


                                                by: _________________  c/s
                                                    Title:






<PAGE>



                                                                    EXHIBIT C

                    FORM OF ANNUAL SERVICER'S CERTIFICATE

                (As required to be delivered on or before each
                 calendar year beginning with April 30, 1993,
                         pursuant to Section 3.05 of
      the Amended and Restated Master Custodial and Servicing Agreement)

                         CHRYSLER CREDIT CANADA LTD.

         The undersigned, duly authorized representatives of Chrysler Credit
Canada Ltd. ("CCCL"), as Servicer, pursuant to the Amended and Restated
Master Custodial and Servicing Agreement dated as of December 16, 1997 (as
amended, supplemented and restated, the "Agreement"), between CCCL, as Seller
and Servicer and The Royal Trust Company, as Custodian, do hereby certify
that:

1.       CCCL is, as of the date hereof, the Servicer under the Agreement.

2.       The undersigned are Servicing Officers and are duly authorized
         pursuant to the Agreement to execute and deliver this Certificate to
         the Rating Agencies, the Custodian, any Agent and any Enhancement
         Providers.

3.       A review of the activities of the Servicer during the calendar year
         ended December 31, _____, and of its performance under the Agreement
         was conducted under our supervision.

4.       To the best of our knowledge based on such review, the Servicer has,
         performed in all material respects all of its obligations under the
         Agreement throughout such year and no material default in the
         performance of such obligations has occurred or is continuing except
         as set forth in paragraph 5 below.

5.       The following is a description of each material default in the
         performance of the Servicer's obligations under the provisions of
         the Agreement known to us to have been made by the Servicer during
         the year ended December 31,____. which sets forth in detail the (a)
         nature of each such default, (b) the action taken by the Servicer,
         if any, to remedy each such default, and (c) the current status of
         each such default [If applicable, insert "None."]

         Capitalized terms used and not otherwise defined herein that are
defined in the Agreement shall have the meaning ascribed to them,
respectively, in the Agreement.





<PAGE>



         IN WITNESS WHEREOF, each of the undersigned has duly executed this
Certificate this ____ day of _________________ , ____.


                                    Name: _________________________
                                    Title:


                                    Name: _________________________
                                    Tile:



<PAGE>



                                                                  EXHIBIT D-1

                          FORM OF OPINION OF COUNSEL

                         Provisions to be Included in
                    Opinion of Counsel Delivered Pursuant
                            to Section 13.02(d)(i)

         (a) The Amendment to the [Amended and Restated Master Custodial and
Servicing Agreement] [Supplement], attached hereto as Schedule 1 (the
"Amendment"), has been duly authorized, executed and delivered by the Seller
and constitutes the legal, valid and binding obligation of the Seller,
enforceable against it in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights
generally from time to time in effect. The enforceability of the Seller's
obligations is also subject to general principles of equity and the possible
unavailability of specific performance or injunctive relief.

         (b) The Amendment has been entered into in accordance with the terms
and provisions of Section 13.02 of the Amended and Restated Master Custodial
and Servicing Agreement.

         (c) The Amendment will not adversely affect in any material respect
the interests of the Investor Master Custodial Certificateholders. [Include
this clause (c) only in the case of amendments effected pursuant to Section
13.01 (a) of the Amended and Restated Master Custodial and Servicing
Agreement.]



<PAGE>



                                                                  EXHIBIT D-2

                          FORM OF OPINION OF COUNSEL

                         Provisions to be Included in
                   Opinion of Counsel Delivered Pursuant to
                        Section 13.02(d)(ii) and (iii)

         The opinion set forth below may be subject to all the
qualifications, assumptions, limitations and exceptions taken or made in the
opinion of counsel delivered on behalf of the Seller on any Closing Date.
Capitalized terms used but not defined herein are used as defined in the
Amended and Restated Master Custodial and Servicing Agreement, dated as of
December 16, 1997 (as amended and supplemented, the "Agreement") between the
Seller, as seller and servicer, and The Royal Trust Company, as Custodian.

         [The Assignment has been duly authorized, executed and delivered by
the Seller, and constitutes a legal, valid and binding obligation of the
Seller, enforceable against the Seller in accordance with its terms.]1

1 . In each of the Relevant Provinces, the form and content of the Assignment
is sufficient to Transfer to the Custodian all of Chrysler Credit's right,
title and interest in, to and under the Account Assets which are the subject
matter thereof.

2. Under the laws of the Relevant Provinces, no registration, recording or
filing is required in connection with the Transfer of the Account Assets
which are the subject matter of the Assignment and (except for notification
to Dealers of the Transfer of the related Receivables prior to collection
thereof by the Custodian) the rights to collect payments under any of the
Receivables, or is necessary to validate and protect the Custodian's interest
as transferee of the Account Assets, which interest is and will be effective
as against all creditors of Chrysler Credit and as against subsequent
purchasers of any of the Account Assets from Chrysler Credit. No other action
is required at this time as between the Custodian and Chrysler Credit under
any applicable laws of the Relevant Provinces to evidence the sale of, or to
evidence the Transfer to the Custodian of all of Chrysler Credit's right,
title and interest in, to and under the Account Assets. Except as provided in
Schedule A, there are no renewal or known amendment requirements for any
filings, registrations or recordings that have been made as at the date
hereof.

3. Attached hereto as Schedule A is a report showing the results of the
searches conducted under the statutes specified therein against Chrysler
Credit and its predecessors as of the respective dates indicated therein to
determine the existence of any Liens in the assets, other than real property,
of Chrysler Credit to which the laws of the Relevant Provinces apply. Such
statutes are the only statutes of such Provinces or of Canada applicable
therein where such Liens would ordinarily be the subject of a public
registration, filing or recording. Such searches disclosed no Liens
registered, filed or recorded in the name of Chrysler Credit or its
predecessors with respect

--------
    1   Include bracketed language only in the case of additions of
        Accounts effected pursuant to Section 2.05 of the Amended
        and Restated Master Custodial and Servicing Agreement.



<PAGE>



to, and then applicable to, the Account Assets prior to the file currency
dates shown in the report. Accordingly, as of such file currency dates, the
Account Assets are free and clear of Liens held by persons claiming through
or under Chrysler Credit other than the ownership rights held by the
Custodian and other than the rights of Purchased Receivables Owners in any
Collateral Security in respect of Partial Accounts (other than the Vehicles
relating to Principal Receivables arising in the Partial Accounts), provided,
however, that to the extent such Liens are not identifiable by searching the
public registries in the Relevant Provinces identified in Schedule A, in
making this statement we are relying exclusively on the Officer's
Certificate.

         You have also asked us to consider whether creditors or a trustee in
bankruptcy of Chrysler Credit (collectively, "Creditors") could look
successfully to the Account Assets to satisfy a claim against Chrysler Credit
after the Transfer thereof by Chrysler Credit to the Custodian pursuant to
the Assignment.

         Creditors may assert their rights only against assets in which
Chrysler Credit has a beneficial ownership interest. In our opinion, the
Assignment is effective to validly Transfer to the Custodian all of Chrysler
Credit's right, title and interest in, to and under the Account Assets.
Chrysler Credit has not retained any interest in the Account Assets except
that Chrysler Credit has acquired an interest in the Purchased Property by
virtue of the fact that it is the Holder of the Seller's Master Custodial
Certificate. In our opinion, in a bankruptcy of Chrysler Credit the Purchased
Property, other than the undivided ownership interest therein evidence by the
Seller's Master Custodial Certificate, would not form part of the property of
the bankrupt within the meaning of the [Bankruptcy Act (Canada)] [Bankruptcy
and Insolvency Act (Canada)]. The Custodian and the Holders of the Investor
Master Custodial Certificates are separate legal entities from Chrysler
Credit which, absent any agreement to the contrary, would not be legally
responsible for the obligations of Chrysler Credit. Subject to the
qualification in clause [ * ] above, in our opinion Creditors of Chrysler
Credit could not look successfully to the Purchased Property to satisfy a
claim which the may have against Chrysler Credit, whether before or after a
bankruptcy or insolvency of Chrysler Credit or in any proceeding instituted
by or against Chrysler Credit under the Companies Creditor's Arrangement Act
("CCAA") in that the Transfer of the Account Assets to the Custodian will be
recognized as a sale thereof in any such bankruptcy, insolvency or
proceeding; provided, however, that Creditors of Chrysler Credit could look
successfully to the Purchased Property to satisfy a claim against Chrysler
Credit to the extent of Chrysler Credit's undivided ownership interest
therein evidenced by the Seller's Master Custodial Certificate but such
Creditors would have no greater claim to or rights with respect to the
Purchased Property than would the Holder of the Seller's Master Custodial
Certificate.

         In our opinion, the Holders of the Investor Master Custodial
Certificates will be entitled to enforce their ownership interests in the
Purchased Property through the Custodian in accordance with the terms of the
Custodial Agreement notwithstanding the bankruptcy or insolvency of Chrysler
Credit or any proceeding instituted by or against Chrysler Credit under the
CCAA.



<PAGE>



                                                                    EXHIBIT E

           FORM OF REASSIGNMENT OF RECEIVABLES IN REMOVED ACCOUNTS

             (As required by Section 2.07 and 2.08 of the Amended
            and Restated Master Custodial and Servicing Agreement
                              referred to below)


                           REASSIGNMENT NO. OF RECEIVABLES, dated as of , by
                           and between CHRYSLER CREDIT CANADA LTD., a
                           corporation incorporated under the laws of Canada
                           (the "Seller") and The Royal Trust Company, a
                           trust company organized and existing under the
                           laws of Canada, as custodian (the "Custodian")
                           pursuant to the Amended and Restated Master
                           Custodial and Servicing Agreement referred to
                           below.

                                  WITNESSETH

         WHEREAS the Seller as servicer (the "Servicer"), and the Custodian
are parties to the Amended and Restated Master Custodial and Servicing
Agreement dated as of December 16, 1997 (as amended or supplemented, the
"Agreement");

         WHEREAS, pursuant to the Agreement, the Seller wishes to remove the
remaining Account Assets from certain Designated Accounts (the "Removed
Accounts") and to cause the Custodian to Transfer the remaining Account
Assets of such Removed Accounts from the Purchased Property to the Seller;
and

         WHEREAS the Custodian has received from the Seller a written request
pursuant to Section [2.07(c) [2.08(c)] of the Agreement requesting the
Custodian to execute and deliver this Reassignment.

         NOW, THEREFORE, the Seller and the Custodian hereby agree as
follows:

         1. Defined Terms. All terms defined in the Agreement and used herein
shall have such defined meanings when used herein, unless otherwise defined
herein.

            "Removal Commencement Date" shall mean, with respect to the
Removed Accounts designated hereby,

            "Removal Date" shall mean, with respect to the Removed Accounts
designated hereby, _____________________ .

         2. Designation of Removed Accounts. The computer file, microfiche or
written list delivered to the Custodian pursuant to Section [2.07(b)(ii)]
[2.08(b)(h)] of the Agreement shall



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be marked as Schedule 1 to this Reassignment and shall be incorporated into
and made a part of this Reassignment as of the Removal Date and shall amend
Schedule 1 to the Agreement.

         3. Transfer of Receivables and Accounts. (a) The Custodian hereby
Transfers to the Seller, [in consideration of an increase in the Master
Custodial Certificateholders' Interest - 2.07] without recourse,
representation or warranty on and after the Removal Date, all right, title
and interest of the Custodian in, to and under all Account Assets now
existing at the close of business on the Removal Date and thereafter created
from time to time until the termination of the Custodial Arrangement as it
applies to the Removed Accounts designated in Schedule 1 hereto.

         (b) If requested by the Seller, in connection with such Transfer,
the Custodian agrees to execute and deliver to the Seller on or prior to the
date of this Reassignment, a financing change statement or statements with
respect to the Account Assets existing at the close of business on the
Removal Date and thereafter created from time to time in the Removed Accounts
Transferred hereby to give effect to the Transfer by the Custodian of the
interest held by it in the Account Assets in the said Removed Accounts.

         4. Acceptance by Custodian. The Custodian hereby acknowledges that,
prior to or simultaneously with the execution and delivery of this
Reassignment, the Seller delivered to the Custodian the computer file,
microfiche or written list described in Section 2 of this Reassignment.

         5. Representations and Warranties of the Seller. The Seller hereby
represents and warrants to the Custodian, as of the date of this Reassignment
and as of the Removal Date:

         (a) Legal, Valid and Binding Obligation. This Reassignment
         constitutes a legal, valid and binding obligation of the Seller,
         enforceable against the Seller in accordance with its terms, except
         as such enforceability may be limited by applicable bankruptcy,
         insolvency, reorganization, moratorium or other similar laws now or
         hereafter in effect affecting the, enforcement of creditors' rights
         generally and except as such enforceability may be limited by
         general principles of equity;

         (b) No Early Amortization Event. The removal of the Removed Accounts
         hereby removed shall not, in the reasonable belief of the Seller,
         cause an Early Amortization Event to occur or cause the Pool Balance
         to be less than the Required Participation Amount;

         (c) Selection Procedures. No selection procedures believed by the
         Seller to be adverse to the interests of the Custodian, the Investor
         Master Custodial Certificateholders or the Enhancement Providers
         were utilized in selecting the Designated Accounts;

         (d) True and Complete List. The list of Removed Accounts described
         in Section 2 of this Reassignment is true and complete in all
         material respects; and

         (e) No Rating Reduction. The removal of the Removed Accounts hereby
         removed



<PAGE>



         will not result in a reduction or withdrawal of the rating of any
         outstanding Series or Class by the applicable Rating Agency;
         provided, however, that in the event that the removal on such
         Removal Date relates solely to Ineligible Accounts, the Seller shall
         be deemed to make only the representations and warranties contained
         in paragraph 5 (a) above.

         6. Conditions Precedent. In addition to the conditions precedent set
forth in Section [2.07] [2.08] of the Agreement, the obligation of the
Custodian to execute and deliver this Reassignment is subject to the
satisfaction, on or prior to the Removal Commencement Date, of the following
additional condition precedent:

         Officer's Certificate. The Seller shall have delivered to the
Custodian, any Agent and any Enhancement Providers, an Officer's Certificate
certifying that (i) as of the Removal Commencement Date, all requirements set
forth in Section [ 2.07 ] [ 2.08 ] of the Agreement for designating Removed
Accounts and Transferring the Account Assets of such Removed Accounts,
whether existing at the close of business on the Removal Date or thereafter
created from time to time until the termination of the Custodial Arrangement
as it applies to the Removal Accounts, have been satisfied, and (ii) each of
the representations and warranties made by the Seller in Section 5 hereof is
true and correct as of the date of this Reassignment and as of the Removal
Commencement Date. The Custodian may conclusively rely on such Officer's
Certificate, shall have no duty to make inquiries with regard to the matters
set forth therein and shall incur no liability in so relying.

         7. Ratification of Agreement. As supplemented by this Reassignment,
the Agreement is in all respects ratified and confirmed and the Agreement as
so supplemented by this Reassignment shall be read, taken and construed as
one and the same instrument.

         8. Counterparts. This Reassignment 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 shall constitute one and the
same instrument.

         9. Governing Law. This Reassignment shall be construed in accordance
with the laws of the Province of Ontario and the obligations, rights and
remedies of the parties hereunder shall be determined in accordance with such
laws.
         IN WITNESS WHEREOF, the undersigned have caused this Reassignment to
be duly executed and delivered by their respective duly authorized officers
on the day and year first above written.

                                    CHRYSLER CREDIT CANADA LTD.,
                                    Seller


                                    by: ________________________
                                    Name:
                                    Title:

                                    THE ROYAL TRUST COMPANY,
                                    Custodian

<PAGE>
                                                     by: __________________
                                                          Name:
                                                          Title:


                                                     by: __________________
                                                          Name:
                                                          Title:



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                                  SCHEDULE 1


                               List of Accounts



<PAGE>



                                  SCHEDULE 2


                       Collection Account No. 088029002