<PAGE>


                                                    Exhibit 4.2


===============================================================================



                             BAS SECURITIZATION LLC

                                     Seller,

                     [____________________________________]
                                    Servicer

                                       and

                     [____________________________________]
                                     Trustee

                            on behalf of the Holders

                   __________________________________________

                     FORM OF POOLING AND SERVICING AGREEMENT



                         Dated as of ________ __, 200[_]

                      [______________________] TRUST 200[_]

                    ____% Asset Backed Certificates, Class A

                    ____% Asset Backed Certificates, Class B



===============================================================================



<PAGE>

               POOLING AND SERVICING AGREEMENT dated as of ____________, 200[_],
between BAS SECURITIZATION LLC, a Delaware limited liability company, as Seller,
[_________________________________], a [________], as Servicer, and __________,
a ______________________ corporation, as Trustee hereunder.

               In consideration of the premises and of the mutual agreements
herein contained, and other good and valuable consideration, the receipt of
which is acknowledged, the parties hereto, intending to be legally bound, agree
as follows:

ARTICLE I. DEFINITIONS.

               Section 1.1. Definitions. Whenever used in this Agreement, the
following capitalized words and phrases, unless the context otherwise requires,
have the following meanings:

               "Accounts" means collectively the Collection Account, the Class A
Distribution Account, the Class B Distribution Account and the Payahead Account.

               "Account Property" means all amounts and investments held from
time to time in any Account or the Reserve Account, as the case may be (whether
in the form of deposit accounts, instruments, certificated securities, book
entry securities, uncertificated securities or otherwise), and all proceeds of
the foregoing.

               "Actuarial Receivable" means a Receivable that provides for (i)
amortization of the loan over a series of fixed level payment monthly
installments and (ii) each monthly installment, including the monthly
installment representing the final payment on the Receivable, to consist of an
amount of interest equal to 1/12 of the Contract Rate of the loan multiplied by
the unpaid principal balance of the loan, and an amount of principal equal to
the remainder of the monthly installment.

               "Acquired Receivable" means a Receivable acquired by a the
Transferor through a bulk purchase of Receivables or the acquisition of a
financial institution that owned the Receivable.

               "Additional Servicing" means, for each Distribution Date, an
amount equal to the lesser of (i) the amount by which (A) the aggregate amount
of the Servicing Fee for such Distribution Date and all prior Distribution Dates
exceeds (B) the aggregate amount of Additional Servicing paid to the Servicer on
all prior Distribution Dates and (ii) the amount, if any, by which (A) the sum
of Available Interest and Available Principal for such Distribution Date exceed
(B) the sum, without duplication of (x) the Servicing Fee paid on such
Distribution Date with respect to the related Collection Period and any accrued
and unpaid Servicing Fee for prior Collection Periods, (y) all amounts required
to be distributed to the Holders on such Distribution Date and (z) the amount,
if any, deposited in the Reserve Account on such Distribution Date.

               "Administration Agreement" means the Administration Agreement
dated as of _______, 200[ ] by and between the Trust, the Administrator,
[___________], and the Indenture Trustee as amended, restated and otherwise
modified from time to time



<PAGE>

               "Administrator" means [      ] in its capacity as administrator
of the Trust under the Administration Agreement.

               "Affiliate" means, with respect to any specified Person, any
other Person controlling, 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; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing. A Person shall not be
deemed to be an Affiliate of any specified Person solely because such other
Person has the contractual right or obligation to manage such specified Person
or act as servicer with respect to the financial assets of such specified Person
unless such other Person controls the specified Person through equity ownership
or otherwise.

               "Agreement" means this Pooling and Servicing Agreement, including
its schedules and exhibits, as amended, modified or supplemented from time to
time.

               "Authorized Officer" means any officer within the Corporate Trust
Office of Trustee, including any vice president, assistant vice president,
secretary, assistant secretary or any other officer of Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also, with respect to a particular matter, any other officer to
whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject.

               "Available Interest" means, for any Distribution Date, the sum of
the following amounts for the related Collection Period: (a) that portion of the
Collections on the Receivables received during the such Collection Period that
is allocable to interest in accordance with Servicer's customary servicing
procedures, (b) all Liquidation Proceeds received during the related Collection
Period and (c) the Purchase Amounts, to the extent allocable to accrued
interest, of all Receivables that are purchased by Servicer as of the last day
of the related Collection Period. "Available Interest" for any Distribution Date
shall exclude all payments and proceeds of any Receivables the Purchase Amount
of which has been distributed on a prior Distribution Date.

               "Available Principal" means, for any Distribution Date the sum of
the following amounts with respect to the related Collection Period: (a) that
portion of all Collections on the Receivables received during such Collection
Period that is allocable to principal in accordance with Servicer's customary
servicing procedures; and (b) the Purchase Amounts, to the extent attributable
to principal, of all Receivables purchased by Servicer as of the last day of the
related Collection Period. "Available Principal" on any Distribution Date shall
exclude all payments and proceeds of any Receivables the Purchase Amount of
which has been distributed on a prior Distribution Date.

               "Available Reserve Amount" is defined in Section 4.6.


                                       2
<PAGE>

               "Book Entry Certificate" means beneficial interests in the
definitive Certificates described in Section 5.8, the ownership of which shall
be evidenced, and transfers of which shall be made, through book entries by a
Clearing Agency as described in Section 5.8.

               "Business Day" means a day that is not a Saturday or a Sunday and
that in the State of North Carolina and the State in which the Corporate Trust
Office is located is neither a legal holiday nor a day on which banking
institutions are authorized by law, regulation or executive order to be closed.

               "Certificate" means any Class A Certificate or Class B
Certificate.

               "Certificate Owner" means, with respect to a Book Entry
Certificate, the Person who is the owner of such Book Entry Certificate, as
reflected on the books of the Clearing Agency, or on the books of a Person
maintaining an account with such Clearing Agency (directly or as an indirect
participant, in accordance with the rules, regulations and procedures of such
Clearing Agency).

               "Certificate Register" means the register maintained by Trustee
for the registration of Certificates and of transfers and exchanges of
Certificates as provided in Section 5.3.

               "Class A Certificate" means a certificate executed by Trustee on
behalf of the Trust and authenticated by Trustee substantially in the form of
Exhibit A.

               "Class A Certificate Balance" means, at any time, the original
Class A Certificate Balance, as reduced by all amounts allocable to principal on
the Class A Certificates distributed to Class A Holders prior to such time.

               "Class A Certificate Rate" means ____% per annum, calculated on
the basis of a 360-day year consisting of twelve 30-day months.

               "Class A Distribution Account" means the account established,
maintained and designated as the "Class A Distribution Account" pursuant to
Section 4.1.

               "Class A Holder" means the Person in whose name a Class A
Certificate is registered in the Certificate Register, except that, solely for
the purpose of giving any consent, request or waiver pursuant to this Agreement,
the interest evidenced by any Class A Certificate registered in the name of the
Transferor, Servicer, or any Person actually known to an Authorized Officer of
Trustee to be an Affiliate, the Transferor, or Servicer, shall not be taken into
account in determining whether the requisite percentage necessary to effect any
such consent, request or waiver shall have been obtained.

               "Class A Interest Carryover Shortfall" means (a) with respect to
the initial Distribution Date, zero, and (b) with respect to any other
Distribution Date, the excess of Class A Monthly Interest for the preceding
Distribution Date and any outstanding Class A Interest Carryover Shortfall on
such preceding Distribution Date, over the amount in respect of interest that is
actually deposited in the Class A Distribution Account on such preceding
Distribution Date, plus 30 days of interest on such excess, to the extent
permitted by law, in an amount equal



                                       3
<PAGE>

to the product of one-twelfth multiplied by the Class A Certificate Rate
multiplied by the amount of such excess.

               "Class A Interest Distributable Amount" means, with respect to
any Distribution Date, the sum of (a) the Class A Monthly Interest for such
Distribution Date and (b) the Class A Interest Carryover Shortfall for such
Distribution Date.

               "Class A Monthly Interest" means, for any Distribution Date, an
amount equal to one-twelfth (or the actual number of days from and including the
Closing Date to but excluding _____________, 200_ divided by 360, for the
initial Distribution Date) of the Class A Certificate Rate multiplied by the
Class A Certificate Balance as of the close of business on the immediately
preceding Distribution Date, after giving effect to all payments of principal to
the Class A Certificates on or prior to such Distribution Date (or, in the case
of the first Distribution Date, the Original Class A Certificate Balance).

               "Class A Monthly Principal" means, with respect to any
Distribution Date, the Class A Percentage of Available Principal for such
Distribution Date plus the Class A Percentage of Realized Losses with respect to
the related Collection Period.

               "Class A Percentage" means _____%.

               "Class A Pool Factor" means, with respect to any Distribution
Date, the Class A Certificate Balance as of the close of business on such
Distribution Date (after giving effect to any payments to be made on such
Distribution Date) divided by the Original Class A Certificate Balance,
expressed as a seven-digit decimal.

               "Class A Principal Carryover Shortfall" means, as of the close of
business on any Distribution Date, the excess of Class A Monthly Principal for
such Distribution Date and any outstanding Class A Principal Carryover Shortfall
from the preceding Distribution Date over the amount in respect of principal
that is actually deposited in the Class A Distribution Account on such
Distribution Date.

               "Class A Principal Distributable Amount" means, with respect to
any Distribution Date, the sum of Class A Monthly Principal for such
Distribution Date and, in the case of any Distribution Date other than the
initial Distribution Date, the Class A Principal Carryover Shortfall as of the
close of business on the preceding Distribution Date; provided that the Class A
Principal Distributable Amount shall not exceed the Class A Certificate Balance
prior to such Distribution Date. In addition, on the Final Scheduled
Distribution Date, the Class A Principal Distributable Amount shall include, to
the extent not included under the preceding sentence, the amount that is
necessary (after giving effect to the other amounts to be deposited in the Class
A Distribution Account on such Distribution Date and allocable to principal) to
reduce the Class A Certificate Balance to zero.

               "Class B Certificate" means a certificate executed by Trustee on
behalf of the Trust and authenticated by Trustee substantially in the form of
Exhibit B.



                                       4
<PAGE>

               "Class B Certificate Balance" means, at any time, the Original
Class B Certificate Balance, as reduced by all amounts allocable to principal on
the Class B Certificates distributed to Class B Holders prior to such time.

               "Class B Certificate Owner" means, with respect to a Book Entry
Certificate representing a beneficial interest in the Class B Certificates, the
Person who is the owner of such Book Entry Certificate, as reflected on the
books of the Clearing Agency, or on the books of a Person maintaining an account
with such Clearing Agency (directly or as an indirect participant in accordance
with the rules, regulations and procedures of such Clearing Agency).

               "Class B Certificate Rate" means ____% per annum, calculated on
the basis of a 360-day year consisting of twelve 30-day months.

               "Class B Distribution Account" means the account established,
maintained and designated as the "Class B Distribution Account" pursuant to
Section 4.1.

               "Class B Holder" means the Person in whose name a Class B
Certificate is registered in the Certificate Register, except that, solely for
the purpose of giving any consent, request or waiver pursuant to this Agreement,
the interest evidenced by any Class B Certificate registered in the name of the
Transferor, Servicer, or any Person actually known to an Authorized Officer of
Trustee to be an Affiliate of the Transferor or Servicer, shall not be taken
into account in determining whether the requisite percentage necessary to effect
any such consent, request or waiver shall have been obtained.

               "Class B Interest Carryover Shortfall" means, (a) with respect to
the initial Distribution Date, zero, and (b) with respect to any other
Distribution Date, the excess of Class B Monthly Interest for the preceding
Distribution Date and any outstanding Class B Interest Carryover Shortfall on
such preceding Distribution Date, over the amount in respect of interest that is
actually deposited in the Class B Distribution Account on such preceding
Distribution Date, plus 30 days of interest on such excess, to the extent
permitted by law, in an amount equal to the product of one-twelfth multiplied by
the Class B Certificate Rate multiplied by the amount of such excess.

               "Class B Interest Distributable Amount" means, with respect to
any Distribution Date, the sum of (a) the Class B Monthly Interest for such
Distribution Date and (b) the Class B Interest Carryover Shortfall for such
Distribution Date.

               "Class B Monthly Interest" means, for any Distribution Date, an
amount equal to one-twelfth (or the actual number of days from and including the
Closing Date to but excluding __________, 200_ divided by 360, for the initial
Distribution Date) of the Class B Certificate Rate multiplied by the Class B
Certificate Balance as of the close of business on the immediately preceding
Distribution Date, after giving effect to all payments of principal to the Class
B Certificates on or prior to such Distribution Date (or, in the case of the
first Distribution Date, the Certificate Balance on the Closing Date).

               "Class B Monthly Principal" means, with respect to any
Distribution Date, the Class B Percentage of Available Principal for such
Distribution Date plus the Class B Percentage of Realized Losses with respect to
the related Collection Period.



                                       5
<PAGE>

               "Class B Percentage" means __%.

               "Class B Pool Factor" means, with respect to any Distribution
Date, the Class B Certificate Balance as of the close of business on such
Distribution Date (after giving effect to any payments to be made on such
Distribution Date) divided by the Original Class B Certificate Balance,
expressed as a seven-digit decimal.

               "Class B Principal Carryover Shortfall" means, as of the close of
business on any Distribution Date, the excess of Class B Monthly Principal for
such Distribution Date and any outstanding Class B Principal Carryover Shortfall
from the preceding Distribution Date over the amount in respect of principal
that is actually deposited in the Class B Distribution Account on such
Distribution Date.

               "Class B Principal Distributable Amount" means, with respect to
any Distribution Date, the sum of Class B Monthly Principal for such
Distribution Date and, in the case of any Distribution Date other than the
initial Distribution Date, the Class B Principal Carryover Shortfall as of the
close of business on the preceding Distribution Date; provided that the Class B
Principal Distributable Amount shall not exceed the Class B Certificate Balance
prior to such Distribution Date. In addition, on the Final Scheduled
Distribution Date, the Class B Principal Distributable Amount shall include, to
the extent not included under the preceding sentence, the amount that is
necessary (after giving effect to the other amounts to be deposited in the Class
B Distribution Account on such Distribution Date and allocable to principal) to
reduce the Class B Certificate Balance to zero.

               "Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Exchange Act, as amended.

               "Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency effects book-entry transfers of securities deposited with the Clearing
Agency.

               "Closing Date" means the date of the initial issuance of the
Certificates hereunder.

               "Code" means the Internal Revenue Code of 1986, as amended, and
the Treasury Regulations promulgated thereunder.

               "Collection Account" means the segregated account or accounts
established, maintained and designated as the "Collection Account" pursuant to
Section 4.1.

               "Collection Period" means, (a) in the case of the initial
Collection Period, the period from [but not including] the Cutoff Date to and
including ___________ __, 200[_] and (b) thereafter, each calendar month during
the term of this Pooling and Servicing Agreement. With respect to any
Determination Date, Deposit Date or Distribution Date, the "related Collection
Period" means the Collection Period preceding the month in which such
Determination Date, Deposit Date or Distribution Date occurs.



                                       6
<PAGE>

               "Collections" means all collections on the Receivables and any
proceeds from Insurance Policies and lender's single interest insurance
policies.

               "Commission" means the Securities and Exchange Commission.

               "Contract Rate" means, with respect to a Receivable, the rate per
annum of interest charged on the outstanding principal balance of such
Receivable.

               "Corporate Trust Office" means the principal office of Trustee at
which at any particular time its corporate trust business shall be administered,
which office at date of execution of this Agreement is located at ____________,
Attention: ______________, Telephone: _______________, Facsimile:
________________ or at such other address as Trustee may designate from time to
time by notice to the Holders, the Transferor, Seller and Servicer, or the
principal corporate trust office of any successor Trustee (the address of which
the successor Trustee will notify the Holders, the Transferor, Seller and
Servicer).

               "Custodian" means Servicer in its capacity as agent of the
Trustee, as custodian of the Receivable Files and the Transferor acting as agent
for Servicer for the purpose of maintaining custody of the Receivables Files.

               "Cutoff Date" means the [opening] of business on ___________ __,
200__.

               "Cutoff Date Principal Balance" means, with respect to any
Receivable, the Initial Principal Balance of such Receivable minus the sum of
the portion of all payments received under such Receivable from or on behalf of
the related Obligor on or prior to the Cutoff Date and allocable to principal in
accordance with the terms of the Receivable.

               "Dealer" means, with respect to any Receivable, the seller of the
related Financed Vehicle.

               "Dealer Agreement" means an agreement between an Originator and a
Dealer pursuant to which such Originator acquires Motor Vehicle Loans from the
Dealer or gives such Dealer the right to induce persons to apply to such
Originator for loans in connection with the retail sale of Motor Vehicles by
such Dealer.

               "Dealer Recourse" means, with respect to any Dealer, any rights
and remedies against such Dealer under the related Dealer Agreement (other than
with respect to any breach of representation or warranty thereunder) with
respect to credit losses on a Receivable secured by a Financed Vehicle sold by
such Dealer.

               "Defaulted Receivable" means, with respect to any Collection
Period, a Receivable (other than a Purchased Receivable) which Servicer has
determined to charge off during such Collection Period in accordance with its
customary servicing practices; provided that any Receivable which Servicer is
obligated to repurchase or purchase shall be deemed to have become a Defaulted
Receivable during a Collection Period if Servicer fails to deposit the related
Purchase Amount on the related Deposit Date when due.

               "Definitive Certificates" is defined in Section 5.8.



                                       7
<PAGE>

               "Delivery" when used with respect to Account Property means:


                       (a) with respect to bankers' acceptances, commercial
               paper, negotiable certificates of deposit and other obligations
               that constitute "instruments" within the meaning of Section
               9-102(a)(47) of the UCC and are susceptible of physical delivery,
               transfer thereof to Trustee or its nominee or custodian by
               physical delivery to Trustee or its nominee or custodian endorsed
               to, or registered in the name of, Trustee or its nominee or
               custodian or endorsed in blank, and, with respect to a
               "certificated security" (as defined in Section 8-102(4) of the
               UCC) transfer thereof (i) by delivery of such certificated
               security endorsed to, or registered in the name of, Trustee or
               its nominee or custodian or endorsed in blank to a "securities
               intermediary" (as defined in Section 8-102(4) of the UCC) and the
               making by such financial intermediary of entries on its books and
               records identifying such certificated securities as belonging to
               Trustee or its nominee or custodian and the sending by such
               financial intermediary of a confirmation of the purchase of such
               certificated security by Trustee or its nominee or custodian, or
               (ii) by delivery thereof to a "clearing corporation" (as defined
               in Section 8-102(5) of the UCC) and the making by such clearing
               corporation of appropriate entries on its books reducing the
               appropriate securities account of the transferor and increasing
               the appropriate securities account of a financial intermediary by
               the amount of such certificated security, the identification by
               the clearing corporation of the certificated securities for the
               sole and exclusive account of the financial intermediary, the
               maintenance of such certificated securities by such clearing
               corporation or its nominee subject to its exclusive control, the
               sending of a confirmation by the financial intermediary of the
               purchase by Trustee or its nominee or custodian of such
               securities and the making by such financial intermediary of
               entries on its books and records identifying such certificated
               securities as belonging to Trustee or its nominee or custodian
               (all of the foregoing, "Physical Property"), and, in any event,
               any such Physical Property in registered form shall be in the
               name of Trustee or its nominee or custodian; and such additional
               or alternative procedures as may hereafter become appropriate to
               effect the complete transfer of ownership of any such Account
               Property to Trustee or its nominee or custodian, consistent with
               changes in applicable law or regulations or the interpretation
               thereof;

                       (b) with respect to any securities issued by the U.S.
               Treasury, the Federal Home Loan Mortgage Corporation or by the
               Federal National Mortgage Association that is a book-entry
               security held through the Federal Reserve System pursuant to
               Federal book-entry regulations, the following procedures, all in
               accordance with applicable law, including applicable Federal
               regulations and Articles 8 and 9 of the UCC: book-entry
               registration of such Account Property to an appropriate
               book-entry account maintained with a Federal Reserve Bank by a
               financial intermediary which is also a "depository" pursuant to
               applicable Federal regulations and issuance by such financial
               intermediary of a deposit advice or other written confirmation of
               such book-entry registration to Trustee or its nominee or
               custodian of the purchase by Trustee or its nominee or custodian
               of such book-entry securities; the making by such financial
               intermediary of entries in




                                       8
<PAGE>

               its books and records identifying such book entry security held
               through the Federal Reserve System pursuant to Federal book-entry
               regulations as belonging to Trustee or its nominee or custodian
               and indicating that such custodian holds such Account Property
               solely as agent for Trustee or its nominee or custodian; and such
               additional or alternative procedures as may hereafter become
               appropriate to effect complete transfer of ownership of any such
               Account Property to Trustee or its nominee or custodian,
               consistent with changes in applicable law or regulations or the
               interpretation thereof; and

                       (c) with respect to any item of Account Property that is
               an uncertificated security under Article 8 of the UCC and that is
               not governed by clause (b) above, registration on the books and
               records of the issuer thereof in the name of the financial
               intermediary, the sending of a confirmation by the financial
               intermediary of the purchase by Trustee or its nominee or
               custodian of such uncertificated security, the making by such
               financial intermediary of entries on its books and records
               identifying such uncertificated certificates as belonging to
               Trustee or its nominee or custodian.

               "Deposit Date" means, with respect to any Collection Period, the
Business Day preceding the related Distribution Date.

               "Depository Agreement" means the agreement among Seller,
Servicer, Trustee and the initial Clearing Agency, dated the Closing Date.

               "Determination Date" with respect to any Collection Period, means
the tenth day of the calendar month following such Collection Period (or, if the
tenth day is not a Business Day, the next succeeding Business Day).

               "Direct Loan" means motor vehicle promissory notes and security
agreements executed by an Obligor in favor of a motor vehicle lender.

               "Distribution Date" means the _____ day of each month (or, if the
___ day is not a Business Day, the next succeeding Business Day), commencing
_______ __, 200[_]_.

               "Dollar" and the sign "$" mean lawful money of the United States.

               "Eligible Deposit Account" means either (a) a segregated account
with an Eligible Institution or (b) a segregated trust account with the
corporate trust department of a depository institution organized under the laws
of the United States of America or any one of the states thereof or the District
of Columbia (or any domestic branch of a foreign bank), having corporate trust
powers and acting as trustee for funds deposited in such account, so long as the
long-term unsecured debt of such depository institution shall have a credit
rating from each Rating Agency in one of its generic rating categories which
signifies investment grade. Any such accounts (other than the Reserve Account)
may be maintained with [____________], or any of its Affiliates, if such
accounts meet the requirements described in clause (a) of the preceding
sentence.




                                       9
<PAGE>

               "Eligible Institution" means a depository institution (which may
be Servicer or any Affiliate of Servicer or Trustee) organized under the laws of
the United States of America or any one of the states thereof or the District of
Columbia (or any domestic branch of a foreign bank), which (a) has (i) either a
long-term senior unsecured debt rating of AA or a short-term senior unsecured
debt or certificate of deposit rating of A-1+ or better by S&P and (ii) (A) a
short-term senior unsecured debt rating of A-1 or better by S&P and (B) a
short-term senior unsecured debt rating of P-1 or better by Moody's, or any
other long-term, short-term or certificate of deposit rating acceptable to the
Rating Agencies and (b) whose deposits are insured by the Federal Deposit
Insurance Corporation. If so qualified, Servicer, any Affiliate of Servicer or
Trustee may be considered an Eligible Institution.

               "Eligible Investments" shall mean any one or more of the
following types of investments:

                       (d) direct obligations of, and obligations fully
               guaranteed as to timely payment by, the United States of America;

                       (e) demand deposits, time deposits or certificates of
               deposit of any depository institution (including any Affiliate of
               the Transferor, Seller, Trustee or any Affiliate of the Trustee)
               or trust company incorporated under the laws of the United States
               of America or any state thereof or the District of Columbia (or
               any domestic branch of a foreign bank) and subject to supervision
               and examination by Federal or state banking or depository
               institution authorities (including depository receipts issued by
               any such institution or trust company as custodian with respect
               to any obligation referred to in clause (a) above or a portion of
               such obligation for the benefit of the holders of such depository
               receipts); provided that at the time of the investment or
               contractual commitment to invest therein (which shall be deemed
               to be made again each time funds are reinvested following each
               Distribution Date), the commercial paper or other short-term
               senior unsecured debt obligations (other than such obligations
               the rating of which is based on the credit of a Person other than
               such depository institution or trust company) of such depository
               institution or trust company shall have a credit rating from S&P
               of A-1+ and from Moody's of P-1;

                       (f) commercial paper (including commercial paper of any
               Affiliate of the Transferor or Seller) having, at the time of the
               investment or contractual commitment to invest therein, a rating
               from S&P of A-1+ and from Moody's of P-1;

                       (g) investments in money market funds (including funds
               for which Trustee or any of its Affiliates or any of Seller's or
               Transferor's Affiliates is investment manager or advisor) having
               a rating from S&P of AAA-m or AAAm-G and from Moody's of Aaa;

                       (h) bankers' acceptances issued by any depository
               institution or trust company referred to in clause (b) above;



                                       10
<PAGE>

                       (i) repurchase obligations with respect to any security
               that is a direct obligation of, or fully guaranteed by, the
               United States of America or any agency or instrumentality
               thereof, the obligations of which are backed by the full faith
               and credit of the United States of America, in either case
               entered into with a depository institution or trust company
               (acting as principal) referred to in clause (b) above; and

                       (j) any other investment with respect to which each
               Rating Agency has provided written notice that such investment
               would not cause such Rating Agency to downgrade or withdraw its
               then current rating on the Class A Certificates or the Class B
               Certificates.

               "Eligible Servicer" means a Person which, at the time of its
appointment as Servicer, (a) has a net worth of not less than $50,000,000, (b)
is servicing a portfolio of motor vehicle retail installment sales contracts
and/or motor vehicle loans, (c) is legally qualified, and has the capacity, to
service the Receivables, (d) has demonstrated the ability to service a portfolio
of motor vehicle loans similar to the Receivables professionally and competently
in accordance with standards of skill and care that are consistent with prudent
industry standards, and (e) is qualified and entitled to use pursuant to a
license or other written agreement, and agrees to maintain the confidentiality
of, the software which Servicer uses in connection with performing its duties
and responsibilities under this Agreement or obtains rights to use, or develops
at its own expense, software which is adequate to perform its duties and
responsibilities under this Agreement.

               "ERISA" means the Employment Retirement Income Security Act of
1974.

               "Exchange Act" means the Securities Exchange Act of 1934.

               "Final Scheduled Distribution Date" means the _______ __
Distribution Date.

               "Final Scheduled Maturity Date" means the last day of the
Collection Period immediately preceding the Collection Period during which the
Final Scheduled Distribution Date falls.

               "Financed Vehicle" means, with respect to a Receivable, the Motor
Vehicle, together with all accessories and accessions thereto, securing or
purporting to secure the indebtedness under such Receivable.

               "Fitch" means Fitch, Inc., or its successor.

               "GAAP" is defined in Section 11.1(c).

               "Holder" means the Person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purpose of
giving any consent, request or waiver pursuant to this Agreement, the interest
evidenced by any Certificate registered in the name of the Transferor, Servicer
or any Person actually known to an Authorized Officer of Trustee to be an
Affiliate of the Transferor or Servicer, shall not be taken into account in
determining whether



                                       11
<PAGE>

the requisite percentage necessary to effect any such consent, request or waiver
shall have been obtained.

               "Initial Principal Balance" means, in respect of a Receivable,
the amount advanced under the Receivable toward the purchase price of the
Financed Vehicle and related costs, including accessories, service and warranty
contracts, insurance premiums, other items customarily financed as part of
retail motor vehicle loans and/or retail installment sales contracts and other
fees charged by the Transferor or Dealer and included in the amount to be
financed, the total of which is shown as the initial principal balance in the
note and security agreement or retail installment sale contract evidencing and
securing such Receivable.

               "Insurance Policies" means, all credit life and disability
insurance policies maintained by the Obligors and all Physical Damage Insurance
Policies.

               "Lien" means a security interest, lien, charge, pledge,
preference, participation interest or encumbrance of any kind, other than liens
for taxes not yet due and payable, mechanics' or materialmen's liens and other
liens for work, labor or materials, and any other liens that may attach by
operation of law.

               "Liquidation Proceeds" means, with respect to any Receivable
which has become a Defaulted Receivable, (a) insurance proceeds received by
Servicer with respect to the Insurance Policies, (b) amounts received by
Servicer in connection with such Defaulted Receivable pursuant to the exercise
of rights under that Receivable and (c) the monies collected by Servicer (from
whatever source, including proceeds of a sale of a Financed Vehicle or a
deficiency balance recovered after the charge-off of the related Receivable or
as a result of any Dealer Recourse) on such Defaulted Receivable net of any
expenses incurred by Servicer in connection therewith and any payments required
by law to be remitted to the Obligor.

               "Majority Holders" means Holders of Certificates evidencing [not
less than a majority] of the aggregate outstanding principal balance of the
Class A Certificates and the Class B Certificates taken together as a single
class.

               "Minimum Specified Reserve Balance" with respect to any
Distribution Date means the lesser of (i) $______ and (ii) the aggregate
outstanding Class A Certificate Balance and Class B Certificate Balance (after
giving effect to any distributions on the Certificates on such Distribution
Date).

               "Moody's" means Moody's Investors Service, Inc.

               "Motor Vehicle" means a new or used automobile or light duty
truck.

               "Motor Vehicle Loan" means a Direct Loan or retail installment
sales contract secured by a Motor Vehicle originated by the Transferor or
another financial institution.

               "Obligor" means, with respect to a Receivable, the borrower or
co-borrowers under the related Receivable and any co-signer of the Receivable or
other Person who owes or may be primarily or secondarily liable for payments
under such Receivable.



                                       12
<PAGE>

               "Officer's Certificate" means a certificate signed by the
chairman, the president, any vice president or the treasurer of the Transferor
or Servicer, as the case may be, and delivered to Trustee.

               "Opinion of Counsel" means a written opinion of counsel (who may
be an employee of the Transferor or Servicer or any of their Affiliates)
reasonably acceptable in form to Trustee.

               "Original Certificate Balance" means the sum of the Original
Class A Certificate Balance and the Original Class B Certificate Balance.

               "Original Class A Certificate Balance" means $_________.

               "Original Class B Certificate Balance" means $_________.

               "Original Pool Balance" means the Pool Balance as of the Cutoff
Date.

               "Originator" means, with respect to any Direct Loan or retail
installment sales contract, the Transferor that was the lender with respect to
such Direct Loan or that acquired such Direct Loan or retail installment sales
contract from a Dealer or other Person.

               "Payaheads" means early payments by or on behalf of Obligors on
Precomputed Receivables which, in accordance with the Servicer's customary
practices, do not constitute scheduled payments or full prepayments and are
applied to principal and interest in a subsequent period.

               "Payahead Account" means the account designated as such,
established and maintained pursuant to Section 4.1.

               "Person" means a legal person, including any individual,
corporation, estate, partnership, limited liability company, joint venture,
association, joint stock company, trust, unincorporated organization, or
government or any agency or political subdivision thereof, or any other entity
of whatever nature.

               "Physical Damage Insurance Policy" means a theft and physical
damage insurance policy maintained by the Obligor under a Receivable, providing
coverage against loss or damage to or theft of the related Financed Vehicle.

               "Physical Property" is defined in paragraph (a) of the definition
of "Delivery".

               "Pool Balance" means, at any time, the aggregate Principal
Balance of the Receivables (excluding Defaulted Receivables) at such time.

               "Pool Factor" means, with respect to any Collection Period, the
Pool Balance as of the last day of such Collection Period divided by the
Original Pool Balance, expressed as a seven-digit decimal.




                                       13
<PAGE>

               "Precomputed Receivable" means (i) an Actuarial Receivable, (ii)
a Rule of 78's Receivable or (iii) a Sum of Periodic Balances Receivable.

               "Principal Balance" means, as of any time, for any Receivable,
the principal balance of such Receivable under the terms of the Receivable
determined in accordance with the Servicer's customary practices.

               "Purchase Agreement" means each Purchase Agreement dated as of
________ __, 200_ by and between the Transferor and the Seller, as amended,
restated or otherwise modified from time to time.

               "Purchase Amount" of any Receivable means, with respect to any
Deposit Date, an amount equal to the sum of (a) the outstanding Principal
Balance of such Receivable as of the last day of the preceding Collection Period
and (b) the amount of accrued and unpaid interest on such Principal Balance at
the related Contract Rate from the date a payment was last made by or on behalf
of the Obligor through and including the last day of such preceding Collection
Period, in each case after giving effect to the receipt of monies collected on
such Receivable in such preceding Collection Period.

               "Purchased Receivable" means, at any time, a Motor Vehicle Loan
included in the Schedule of Receivables as to which payment of the Purchase
Amount has previously been made by the Transferor or Servicer pursuant to this
Agreement.

               "Rating Agencies" means Moody's, S&P and Fitch.

               "Rating Agency Condition" means, with respect to any action, that
each Rating Agency shall have been given 10 days' prior notice thereof (or such
shorter period as shall be acceptable to the Rating Agencies) and that none of
the Rating Agencies shall have notified the Transferor Seller, Servicer or
Trustee in writing that such action will, in and of itself, result in a
reduction or withdrawal of the then current rating on the Class A Certificates
or the Class B Certificates.

               "Realized Losses" means, for any Collection Period, the aggregate
Principal Balances of any Receivables that became Defaulted Receivables during
such Collection Period.

               "Receivable" means each Motor Vehicle Loan described in the
Schedule of Receivables, but excluding (i) Defaulted Receivables to the extent
the Principal Balances thereof have been deposited in the Collection Account and
(ii) any Purchased Receivables.

               "Receivable File" is defined in Section 2.5.

               "Record Date" means, subject to Section 1.4, with respect to any
Distribution Date, the last day of the related Collection Period.

               "Related Agreements" means the Certificates, the Depository
Agreement, the Purchase Agreement and the underwriting agreement between Seller
and the underwriter(s) of the Certificates. The Related Agreements to be
executed by any party are referred to herein as "such party's Related
Agreements", "its Related Agreements" or by a similar expression.


                                       14
<PAGE>

               "Required Rating" means a rating with respect to short term
deposit obligations of at least P-1 by Moody's and at least A-1 by S&P.

               "Reserve Account" means the account established, maintained and
designated as the "Reserve Account" pursuant to Section 4.6.

               "Reserve Account Initial Deposit" means cash or Eligible
Investments having a value of at least $____________.

               "Reserve Account Property" means the Reserve Account, the Reserve
Account Initial Deposit and all proceeds of the Reserve Account and the Reserve
Account Initial Deposit, including all securities, investments, general
intangibles, financial assets and investment property from time to time credited
to and any security entitlement to the Reserve Account.

               "Rule of 78's Receivable" means a Receivable that provides for
the payment by the Obligor of a specified total amount of payments, payable in
equal monthly installments on each due date, which total represents the
principal amount financed and add-on interest in an amount calculated at the
stated Contract Rate for the term of the Receivable and allocated to each
monthly payment based upon a fraction, the numerator of which is the number of
payments scheduled to have been made prior to the due date for such monthly
payments on such Receivable and the denominator of which is the sum of all such
numbers of payments to be made until the maturity of such Receivable.

               "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., or its successor.

               "Schedule of Receivables" means, with respect to the Motor
Vehicle Loans to be conveyed to Seller by the Transferor and to Trustee by
Seller, the list identifying such retail Motor Vehicle Loans delivered to
Trustee on the Closing Date.

               "Securities Intermediary" is defined in Section 4.6 of this
Agreement.

               "Seller" means BAS Securitization LLC, in its capacity as seller
of the Receivables to the Trust under this Agreement, or any successor pursuant
to Section 6.3.

               "Servicer" means [___________________], in its capacity as
servicer of the Receivables under this Agreement, any successor pursuant to
Section 7.3 or any successor Servicer appointed and acting pursuant to Section
8.2.

               "Servicer Termination Event" means an event specified in Section
8.1.

               "Servicer's Report" is defined in Section 3.9.

               "Servicing Fee" is defined in Section 3.8.

               "Servicing Fee Rate" shall be ___% per annum, calculated on the
basis of a 360-day year consisting of twelve 30-day months.


                                       15
<PAGE>

               "Servicing Officer" means any individual involved in, or
responsible for, the administration and servicing of the Receivables, whose name
appears on a list of servicing officers attached to an Officer's Certificate
furnished to Trustee by Servicer, as such list may be amended from time to time
by Servicer in writing.

               "Simple Interest Method" means the method of allocating a fixed
level payment monthly installments between principal and interest, pursuant to
which such installment is allocated first to accrued and unpaid interest at the
Contract Rate on the unpaid principal balance and the remainder of such
installment is allocable to principal.

               "Simple Interest Receivable" means any Receivable under which the
portion of a payment allocable to interest and the portion allocable to
principal is determined in accordance with the Simple Interest Method.

               "Specified Reserve Account Balance" means, for any Distribution
Date, the greater of (a) ___% of the sum of the Class A Certificate Balance plus
the Class B Certificate Balance on such Distribution Date (after giving effect
to all payments on the Certificates to be made on or prior to such Distribution
Date), and (b) the Minimum Specified Reserve Balance as of such Distribution
Date.

               "Sum of Periodic Balances Receivable" means a Receivable that
provides for the payment by the obligor of a specified total amount of payments,
payable in equal monthly installments on each due date, which total represents
the principal amount financed and add-on interest in an amount calculated at the
stated Contract Rate for the term of the Receivable and allocated to each
monthly payment based upon a fraction, the numerator of which is the principal
balance of such Receivable immediately prior to the due date for such monthly
payment and the denominator of which is the sum of all principal balances for
each monthly payment to be made until the maturity of such Receivable.

               "Supplemental Servicing Fee" is defined in Section 3.8.

               "Transferor" means [________________________________].

               "Trust" means the trust created by this Agreement, which shall be
known as [            ] Auto Receivables Trust [      ]-[      ].

               "Trustee" means _________, a ___________, as Trustee under this
Agreement and any successor Trustee appointed and acting pursuant to this
Agreement.

               "Trust Property" means:

                       (k) all right, title and interest of Seller in and to the
               Receivables, and all moneys received thereon [on or] after the
               Cutoff Date;

                       (l) all right, title and interest of Seller in the
               security interests in the Financed Vehicles granted by Obligors
               pursuant to the Receivables and any other interest of Seller in
               the Financed Vehicles and any other property that shall secure
               the Receivables;




                                       16
<PAGE>

                       (m) the interest of Seller in any proceeds with respect
               to the Receivables from claims on any Insurance Policies covering
               Financed Vehicles or the Obligors or from claims under any
               lender's single interest insurance policy naming the Transferor
               as an insured;

                       (n) rebates of premiums relating to Insurance Policies
               and rebates of other items such as extended warranties financed
               under the Receivables, in each case, to the extent the Servicer
               would, in accordance with its customary practices, apply such
               amounts to the Principal Balance of the related Receivable;

                       (o) the interest of Seller in any proceeds from (i) any
               Receivable repurchased by a Dealer, pursuant to a Dealer
               Agreement, as a result of a breach of representation or warranty
               in the related Dealer Agreement, (ii) a default by an Obligor
               resulting in the repossession of the Financed Vehicle under the
               applicable Motor Vehicle Loan or (iii) any Dealer Recourse or
               other rights relating to the Receivables under Dealer Agreements;

                       (p) all right, title and interest in all funds on deposit
               from time to time in the Collection Account, the Payahead
               Account, the Class A Distribution Account and the Class B
               Distribution Account (including the Account Property related
               thereto) and in all investments and proceeds thereof (but
               excluding all investment income thereon);

                       (q) all right, title and interest of Seller under each
               Purchase Agreement, including the right of Seller to cause the
               Transferor to repurchase Receivables from Seller;

                       (r) all right, title and interest of Seller in any
               instrument or document relating to the Receivables; and

                       (s) the proceeds of any and all of the foregoing.

               Notwithstanding anything to the contrary contained herein, the
               Trust Property shall not include, and the Trust shall not have
               any right to, the Reserve Account or any funds actually or deemed
               to be deposited in such account or any investments therein.

               "UCC" means the Uniform Commercial Code as in effect in the
relevant jurisdiction.

               Section 1.2. Other Interpretative Provisions. For purposes of
this Agreement, unless the context otherwise requires: (a) accounting terms not
otherwise defined in this Agreement, and accounting terms partly defined in this
Agreement to the extent not defined, shall have the respective meanings given to
them under generally accepted accounting principles; (b) terms defined in
Article 9 of the UCC as in effect in the relevant jurisdiction and not otherwise
defined in this Agreement are used as defined in that Article; (c) the words
"hereof," "herein" and "hereunder" and words of similar import refer to this
Agreement as a whole and not to any particular provision of this Agreement; (d)
references to any Article, Section, Schedule,



                                       17
<PAGE>

Appendix or Exhibit are references to Articles, Sections, Schedules, Appendices
and Exhibits in or to this Agreement and references to any paragraph,
subsection, clause or other subdivision within any Section or definition refer
to such paragraph, subsection, clause or other subdivision of such Section or
definition; (e) the term "including" means "including without limitation"; (f)
except as otherwise expressly provided herein, references to any law or
regulation refer to that law or regulation as amended from time to time and
include any successor law or regulation; (g) references to any Person include
that Person's successors and assigns; and (h) headings are for purposes of
reference only and shall not otherwise affect the meaning or interpretation of
any provision hereof.

               Section 1.3. Calculations. All calculations of the amount of
interest accrued on the Certificates during any Collection Period and all
calculations of the amount of the Servicing Fee payable with respect to a
Collection Period shall be made on the basis of a 360-day year consisting of
twelve 30-day months.

               Section 1.4. References. All references to the Record Date prior
to the first Record Date in the life of the Trust shall be to the Closing Date.
All references to the first day of a Collection Period shall refer to the
opening of business on such day. All references to the last day of a Collection
Period shall refer to the close of business on such day. All references herein
to the close of business means the close of business, [            ] time.

               Section 1.5. Action by or Consent of Holders. Whenever any
provision of this Agreement refers to action to be taken, or consented to, by
Holders, such provision shall be deemed to refer to Holders of record as of the
Record Date immediately preceding the date on which such action is to be taken,
or consented to, by Holders.

ARTICLE II. THE TRUST PROPERTY.

               Section 2.1. Conveyance of Trust Property. In consideration of
Trustee's delivery to Seller or its designee of authenticated Certificates, in
authorized denominations, in an aggregate amount equal to the Original
Certificate Balance, Seller hereby sells, transfers, assigns and conveys to
Trustee, upon the terms and conditions hereof, in trust for the benefit of the
Holders, the Trust Property, without recourse (except to the extent of the
Servicer's obligations under this Agreement and the Related Agreements). The
sale, transfer, assignment, setting over and conveyance made hereunder shall not
constitute and is not intended to result in an assumption by Trustee, any Holder
or any Certificate Owner of any obligation of the Transferor to the Obligors,
the Dealers or any other Person in connection with the Receivables and the other
Trust Property or any agreement, document or instrument related thereto.

               Section 2.2. Representations and Warranties as to Each
Receivable. The Seller hereby makes the following representations and warranties
as to each Receivable on which Trustee shall rely in accepting the Trust
Property in trust and authenticating the Certificates. Unless otherwise
indicated, such representations and warranties shall speak as of the Closing
Date, but shall survive the sale, transfer and assignment of the Receivables and
the other Trust Property to the Trust.

                                       18
<PAGE>


                       (a) Characteristics of Receivables. The Receivable has
               been fully and properly executed by the parties thereto and (i)
               is a Direct Loan made by an Originator or has been originated by
               a Dealer in the ordinary course of such Dealer's business and has
               been purchased by an Originator, in either case, in the ordinary
               course of such Originator's business and in accordance with such
               Originator's underwriting standards to finance the retail sale by
               a Dealer of the related Financed Vehicle or has otherwise been
               acquired by the Transferor, (ii) the Originator of which has
               underwriting standards that require physical damage insurance to
               be maintained on the related Financed Vehicle, (iii) is secured
               by a valid, subsisting, binding and enforceable first priority
               security interest in favor of the Transferor in the Financed
               Vehicle (subject to administrative delays and clerical errors on
               the part of the applicable government agency and to any statutory
               or other lien arising by operation of law after the Closing Date
               which is prior to such security interest), which security
               interest is assignable together with such Receivable, and has
               been so assigned to Seller, and subsequently assigned by Seller
               to Trustee, (iv) contains customary and enforceable provisions
               such that the rights and remedies of the holder thereof are
               adequate for realization against the collateral of the benefits
               of the security, (v) provided, at origination, for level monthly
               payments (provided that the amount of the last payment may be
               different), which fully amortize the Initial Principal Balance
               over the original term, (vi) provides for interest at the
               Contract Rate specified in the Schedule of Receivables, (vii) was
               originated in the United States, and (viii) constitutes "chattel
               paper" as defined in the UCC.

                       (b) Individual Characteristics. The Receivables have the
               following individual characteristics as of the Cutoff Date: (i)
               each Receivable is secured by a Motor Vehicle; (ii) each
               Receivable has a Contract Rate of at least ____% and not more
               than ___%; (iii) each Receivable had a remaining number of
               scheduled payments, as of the Cutoff Date, of not less than
               ______ and not more than _____; (iv) each Receivable had an
               initial Principal Balance of not less than $_______ and not more
               than $_____; (v) no Receivable was more than 30 days past due as
               of the Cutoff Date; (vi) no Financed Vehicle had been repossessed
               as of the Cutoff Date; (vii) no Receivable is subject to a force
               placed Physical Damage Insurance Policy on the related Financed
               Vehicle; [(viii) each Receivable is a Simple Interest
               Receivable;] and (ix) the Dealer of the Financed Vehicle has no
               participation in, or other right to receive, any proceeds of the
               Receivable. The Receivables were selected using selection
               procedures that were not intended by the Transferor or Seller to
               be adverse to the Holders.

                       (c) Schedule of Receivables. The information with respect
               to each Receivable set forth in the Schedule of Receivables,
               including (without limitation) the identity and address of the
               Obligor, account number, the Initial Principal Balance, the
               maturity date and the Contract Rate, was true and correct in all
               material respects as of the close of business on the Cutoff Date.

                       (d) Compliance with Law. The Receivable complied at the
               time it was originated or made, and will comply as of the Closing
               Date, in all material




                                       19
<PAGE>

               respects with all requirements of applicable federal, state and
               local laws, and regulations thereunder, including, to the extent
               applicable, usury laws, the Federal Truth in Lending Act, the
               Equal Credit Opportunity Act, the Fair Credit Billing Act, the
               Fair Credit Reporting Act, the Federal Trade Commission Act, the
               Magnuson-Moss Warranty Act, the Fair Debt Collection Practices
               Act, Federal Reserve Board Regulations B and Z and any other
               consumer credit, consumer protection, equal opportunity and
               disclosure laws.

                       (e) Binding Obligation. The Receivable constitutes the
               genuine, legal, valid and binding payment obligation in writing
               of the Obligor, enforceable in all material respects by the
               holder thereof in accordance with its terms, subject to the
               effect of bankruptcy, insolvency, reorganization, or other
               similar laws affecting the enforcement of creditors' rights
               generally, and the Receivable is not subject to any right of
               rescission, setoff, counterclaim or defense, including the
               defense of usury.

                       (f) Lien in Force. Neither Seller nor the Transferor has
               taken any action which would have the effect of releasing the
               related Financed Vehicle from the Lien granted by the Receivable
               in whole or in part.

                       (g) No Amendment or Waiver. No material provision of the
               Receivable has been amended, waived, altered or modified in any
               respect, except such waivers as would be permitted under this
               Agreement, and no amendment, waiver, alteration or modification
               causes such Receivable not to conform to the other
               representations or warranties contained in this Section.

                       (h) No Liens. Neither Seller nor the Transferor has
               received notice of any Liens or claims, including Liens for work,
               labor, materials or unpaid state or federal taxes, relating to
               the Financed Vehicle securing the Receivable, that are or may be
               prior to or equal to the Lien granted by the Receivable.

                       (i) No Default. Except for payment delinquencies
               continuing for a period of not more than 30 days as of the Cutoff
               Date, to the knowledge of Seller, no default, breach, violation
               or event permitting acceleration under the terms of the
               Receivable exists and no continuing condition that with notice or
               lapse of time, or both, would constitute a default, breach,
               violation or event permitting acceleration under the terms of the
               Receivable has arisen.

                       (j) Insurance. The Receivable requires the Obligor to
               insure the Financed Vehicle under a Physical Damage Insurance
               Policy, pay the premiums for such insurance and keep such
               insurance in full force and effect.

                       (k) Good Title. No Receivable has been sold, transferred,
               assigned, or pledged by Seller to any Person other than the
               Trust. Immediately prior to the transfer and assignment herein
               contemplated, Seller had good and marketable title to the
               Receivable free and clear of any Lien and had full right and
               power to transfer and assign the Receivable to the Trust and,
               immediately upon the transfer




                                       20
<PAGE>

               and assignment of the Receivable to the Trust, the Trust shall
               have good and marketable title to the Receivable, free and clear
               of any Lien; and the Trust's interest in the Receivable resulting
               from the transfer has been perfected under the UCC.

                       (l) Obligations. The Transferor has duly fulfilled all
               obligations on its part to be fulfilled under, or in connection
               with, the Receivable.

                       (m) Possession. There is only one original executed
               Receivable, and immediately prior to the Closing Date, the
               Transferor will have possession of such original executed
               Receivable.

                       (n) No Government Obligor. The Obligor on the Receivable
               is not the United States of America or any state thereof or any
               local government, or any agency, department, political
               subdivision or instrumentality of the United States of America or
               any state thereof or any local government.

                       (o) Marking Records. By the Closing Date, Seller shall
               have caused the portions of Seller's and the Transferor's
               electronic master record of Motor Vehicle Loans relating to the
               Receivables to be clearly and unambiguously marked to show that
               the Receivable is owned by Trustee in accordance with the terms
               of this Agreement.

                       (p) No Assignment. As of the Closing Date, Seller shall
               not have taken any action to convey any right to any Person that
               would result in such Person having a right to payments received
               under the Insurance Policies or Dealer Agreements, or payments
               due under the Receivable, that is senior to, or equal with, that
               of Trustee.

                       (q) Lawful Assignment. The Receivable has not been
               originated in, and is not subject to the laws of, any
               jurisdiction under which the sale, transfer or assignment of such
               Receivable hereunder or pursuant to transfers of the Certificates
               are unlawful, void or voidable. Neither Seller nor the Transferor
               has entered into any agreement with any obligor that prohibits,
               restricts or conditions the assignment of any portion of the
               Receivables.

                       (r) Dealer Agreements. A Dealer Agreement for each
               Receivable is in effect whereby the Dealer warrants title to the
               Motor Vehicle and indemnifies the Transferor against the
               unenforceability of each Receivable sold thereunder, and the
               rights of such Seller Affiliate thereunder, with regard to the
               Receivable sold hereunder, have been validly assigned to and are
               enforceable against the Dealer by the Seller and then to and by
               the Trustee, along with any Dealer Recourse.

                       (s) Composition of Receivable. No Receivable has a
               Principal Balance which includes capitalized interest or late
               charges.




                                       21
<PAGE>

                       (t) Database File. The information included with respect
               to each Receivable in the database file delivered pursuant to
               Section 3.9(b) is accurate and complete in all material respects.

               Section 2.3. Representations and Warranties as to the Receivables
in the Aggregate. The Seller hereby makes the following representations and
warranties as to the Receivables on which Trustee shall rely in accepting the
Trust Property in trust and authenticating the Certificates. Unless otherwise
indicated, such representations and warranties shall speak as of the Closing
Date, but shall survive the sale, transfer and assignment of the Receivables and
the other Trust Property to the Trust.

                       (a) Amounts. The Original Pool Balance was $___________.

                       (b) Aggregate Characteristics. The Receivables had the
               following characteristics in the aggregate as of the Cutoff Date:
               (i) approximately ___% of the Original Pool Balance was
               attributable to loans for purchases of new Financed Vehicles, and
               approximately ___% of the Original Pool Balance was attributable
               to loans for purchases of used Financed Vehicles; (ii)
               approximately ___%, ___%, ___% and ____% of the Original Pool
               Balance was attributable to Receivables the mailing addresses of
               the Obligors with respect to which are located in the States of
               __________, __________, __________, and ___________,
               respectively, and no other state accounts for more than 5% of the
               Original Pool Balance; (iii) the weighted average Contract Rate
               of the Receivables was ____%; (iv) there are Receivables being
               conveyed by Seller to the Trust; (v) the average Cutoff Date
               Principal Balance of the Receivables was $________; and (vi) the
               weighted average original term and weighted average remaining
               term of the Receivables were ______ months and ___ months,
               respectively.

               Section 2.4. Repurchase upon Breach. Seller, Servicer or Trustee,
as the case may be, shall inform the other parties to this Agreement promptly,
in writing, upon the discovery of any breach or failure to be true of the
representations or warranties made by Seller in Section 2.2, provided that the
failure to give such notice shall not affect any obligation of Seller. If the
breach or failure shall not have been cured by the last day of the Collection
Period which includes the 60th day (or if Seller elects, the 30th day) after the
date on which Seller becomes aware of, or receives written notice from Trustee
or Servicer of, such breach or failure, and such breach or failure materially
and adversely affects the interests of Trustee and the Holders in any
Receivable, Seller shall purchase each such affected Receivable from Trustee as
of such last day of such Collection Period at a purchase price equal to the
Purchase Amount for such Receivable as of such last day of such Collection
Period. Notwithstanding the foregoing, any such breach or failure with respect
to the representations and warranties contained in Section 2.2 will not be
deemed to have such a material and adverse effect with respect to a Receivable
if the facts resulting in such breach or failure do not affect the ability of
the Trust to receive and retain payment in full on such Receivable. In
consideration of the repurchase of a Receivable hereunder, Seller shall remit
the Purchase Amount of such Receivable, no later than the close of business on
the next Deposit Date, in the manner specified in Section 4.4. The sole remedy
of the Trust, Trustee or the Holders with respect to a breach or failure to be
true of the




                                       22
<PAGE>

representations or warranties made by Seller pursuant to Section 2.2 shall be to
require Seller to purchase Receivables pursuant to this Section 2.4.

               Section 2.5. Custodian of Receivable Files. (a) Custody. To
assure uniform quality in servicing the Receivables and to reduce administrative
costs, Trustee, upon the execution and delivery of this Agreement, revocably
appoints the Custodian, as agent, and the Custodian accepts such appointment, to
act as agent on behalf of Trustee to maintain custody of the following documents
or instruments, which are hereby constructively delivered to Trustee with
respect to each Receivable (collectively, a "Receivable File"):

                       (i) the fully executed original of the Receivable;

                       (ii) any documents customarily delivered to or held by
                       Servicer evidencing the existence of any Physical Damage
                       Insurance Policies;

                       (iii) the original credit application, fully executed by
                       the Obligor;

                       (iv) the original certificate of title, or such other
                       documents as the Transferor, as appropriate, keeps on
                       file, in accordance with its customary procedures,
                       evidencing the security interest of the Transferor in the
                       Financed Vehicle;

                       (v) originals or true copies of all documents,
                       instruments or writings relating to extensions,
                       amendments or waivers of the Receivable; and

                       (vi) any and all other documents or electronic records
                       that the Transferor or Servicer, as the case may be,
                       keeps on file, in accordance with its customary
                       procedures, relating to the Receivable, any Insurance
                       Policies, the Obligor or the Financed Vehicle.

                       (b) Safekeeping. Servicer, in its capacity as Custodian,
               shall hold the Receivable Files as agent on behalf of Trustee for
               the benefit of all present and future Holders, and maintain such
               accurate and complete accounts, records and computer systems
               pertaining to each Receivable as shall enable Servicer and
               Trustee to comply with the terms and provisions of this Agreement
               applicable to them. In performing its duties as Custodian
               hereunder, the Custodian shall act with reasonable care,
               exercising the degree of skill, attention and care that Custodian
               exercises with respect to receivable files relating to other
               similar motor vehicle loans owned and/or serviced by the
               Custodian and that is consistent with industry standards. In
               accordance with its customary practice with respect to its retail
               installment sale contracts, Custodian shall conduct, or cause to
               be conducted, periodic audits of the Receivable Files held by it
               under this Agreement, and of the related accounts, records, and
               computer systems, and shall maintain the Receivable Files in such
               a manner as shall enable Trustee to verify, if Trustee so elects,
               the accuracy of the record keeping of Custodian. Custodian shall
               promptly report to Trustee any failure on its part to hold the
               Receivable Files and maintain its accounts, records and computer
               systems as herein provided, and promptly take appropriate action
               to remedy any such failure. The Custodian



                                       23
<PAGE>

               hereby acknowledges receipt of the Receivable File for each
               Receivable listed on the Schedule of Receivables. Nothing herein
               shall be deemed to require Trustee to verify the accuracy of the
               record keeping of the Custodian.

                       (c) Maintenance of and Access to Records. The Custodian
               shall maintain each Receivable File at the location specified in
               Schedule A to this Agreement, or at such other office of the
               Custodian within the United States (or, in the case of any
               successor Custodian, within the State in which its principal
               place of business is located) as shall be specified to Trustee by
               30 days' prior written notice. Upon Trustee's reasonable request,
               the Custodian shall make available to Trustee or its agents (or,
               when requested in writing by Trustee, to its attorneys or
               auditors) the Receivable Files and the related accounts, records
               and computer systems maintained by the Custodian at such times
               during the normal business hours of the Custodian for purposes of
               inspecting, auditing or making copies or abstracts of the same.

                       (d) Release of Documents. Upon written instructions from
               Trustee, Custodian shall release any document in the Receivable
               Files to Trustee or its agent or designee, as the case may be, at
               such place or places as Trustee may designate, as soon thereafter
               as is practicable. Any document so released shall be handled by
               Trustee with due care and returned to the Custodian for
               safekeeping as soon as Trustee or its agent or designee, as the
               case may be, shall have no further need therefor.

                       (e) Title to Receivables. The Custodian agrees that, in
               respect of any Receivable File held by the Custodian hereunder,
               the Custodian will not at any time have or in any way attempt to
               assert any interest in such Receivable File or the related
               Receivable, other than solely for the purpose of collecting or
               enforcing the Receivable for the benefit of the Trust and that
               the entire equitable interest in such Receivable and the related
               Receivable File shall at all times be vested in the Trust.

                       (f) Instructions; Authority to Act. The Custodian shall
               be deemed to have received proper instructions with respect to
               the Receivable Files upon its receipt of written instructions
               signed by an Authorized Officer of Trustee. A certified copy of
               excerpts of certain resolutions of the Board of Directors of
               Trustee shall constitute conclusive evidence of the authority of
               any such Authorized Officer to act and shall be considered in
               full force and effect until receipt by the Custodian of written
               notice to the contrary given by Trustee.

                       (g) Custodian's Indemnification. Custodian shall
               indemnify and hold harmless Trustee, its officers, directors,
               employees and agents and the Holders from and against any and all
               liabilities, obligations, losses, compensatory damages, payments,
               costs or expenses (including legal fees if any) of any kind
               whatsoever that may be imposed on, incurred or asserted against
               Trustee or the Holders as the result of any act or omission of
               Custodian relating to the maintenance and custody of the
               Receivable Files; provided that the Custodian




                                       24
<PAGE>

               shall not be liable hereunder to the extent that such
               liabilities, obligations, losses, compensatory damages, payments,
               costs or expenses result from the willful misfeasance, bad faith
               or negligence of Trustee. Indemnification under this Section
               2.5(g) shall include reasonable fees and expenses of counsel and
               expenses of litigation and shall survive termination of this
               Agreement and the resignation or removal of Trustee. If Custodian
               shall have made any indemnity payments to Trustee pursuant to
               this Section and Trustee thereafter shall collect any of such
               amounts from Persons other than Custodian, Trustee shall
               immediately upon receipt thereof repay such amounts to Custodian,
               without interest.

                       (h) Effective Period and Termination. Servicer's
               appointment as Custodian shall become effective as of the Cutoff
               Date and shall continue in full force and effect until terminated
               pursuant to this subsection (h). If Servicer shall resign as
               Servicer in accordance with Section 7.5 or if all of the rights
               and obligations of Servicer shall have been terminated under
               Section 8.1, the appointment of Servicer as Custodian hereunder
               may be terminated by Trustee or by the Majority Holders, in the
               same manner as Trustee or such Holders may terminate the rights
               and obligations of Servicer under Section 8.1. Trustee may
               terminate Servicer's appointment as Custodian hereunder at any
               time with cause, or with 30 days' prior written notice without
               cause, upon written notification to Servicer. As soon as
               practicable after any termination of such appointment Servicer
               shall deliver, or cause to be delivered, the Receivable Files to
               Trustee, Trustee's agent or Trustee's designee at such place or
               places as Trustee may reasonably designate. Notwithstanding any
               termination of Servicer as Custodian hereunder (other than in
               connection with a termination resulting from the termination of
               Servicer, as such, pursuant to Section 8.1), from and after the
               date of such termination, and for so long as Servicer is acting
               as such pursuant to this Agreement, Trustee shall provide, or
               cause the successor Custodian to provide, access to the
               Receivable Files to Servicer, at such times as Servicer shall
               reasonably request, for the purpose of carrying out its duties
               and responsibilities with respect to the servicing of the
               Receivables hereunder.

                       (i) Delegation. Custodian may, at any time without notice
               or consent, delegate any or all of its duties to the Transferor;
               provided that no such delegation shall relieve Custodian of its
               responsibility with respect to such duties and Custodian shall
               remain obligated and liable to Trustee and the Holders for its
               duties hereunder as if Custodian alone were performing such
               duties.

ARTICLE III. ADMINISTRATION AND SERVICING OF TRUST PROPERTY.

               Section 3.1. Duties of Servicer. (a) Servicer is hereby
authorized to act as agent for the Trust and in such capacity shall manage,
service, administer and make collections on the Receivables (other than
Purchased Receivables), and perform the other actions required by Servicer under
this Agreement, with reasonable care. Without limiting the standard set forth in
the preceding sentence, Servicer shall use a degree of skill, attention and care
that is not less than Servicer exercises with respect to comparable Motor
Vehicle Loans that it services for itself or others and that is consistent with
prudent industry standards. Servicer's duties shall include the



                                       25
<PAGE>

collection and posting of all payments, responding to inquiries by Obligors on
the Receivables, or by federal, state or local governmental authorities,
investigating delinquencies, sending payment coupons or monthly invoices to
Obligors, reporting required tax information to Obligors, accounting for
Collections, monitoring the status of Physical Damage Insurance Policies with
respect to the Financed Vehicles as provided in Section 3.4(a), furnishing
monthly and annual statements to Trustee with respect to distributions,
providing collection and repossession services in the event of Obligor default
and performing the other duties specified herein. Servicer shall also administer
and enforce all rights and responsibilities of the holder of the Receivables
provided for in the Physical Damage Insurance Policies as provided in Section
3.4(b) and the Dealer Agreements. Without limiting the generality of the
foregoing, Servicer is hereby authorized and empowered by Trustee to execute and
deliver, on behalf of itself, the Trust, Trustee and the Holders, 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
or to the Financed vehicles, all in accordance with this Agreement; provided
that notwithstanding the foregoing, Servicer shall not, except pursuant to an
order from a court of competent jurisdiction, release an Obligor from payment of
any unpaid amount under any Receivable or waive the right to collect the unpaid
balance of any Receivable from the Obligor, except in connection with a de
minimis deficiency which Servicer would not attempt to collect in accordance
with its customary procedures. If Servicer shall commence a legal proceeding to
enforce a Receivable, Trustee shall thereupon be deemed to have automatically
assigned such Receivable to Servicer, which assignment shall be solely for
purposes of collection. Trustee shall furnish Servicer with any powers of
attorney and other documents or instruments necessary or appropriate to enable
Servicer to carry out its servicing and administrative duties hereunder.

                       (b) Servicer may, at any time without notice (except that
               Servicer shall give written notice to each Rating Agency of any
               delegation outside the ordinary course of business of the
               substantial portion of its servicing business) or consent,
               delegate specific duties to subcontractors who are in the
               business of performing such duties; provided that no such
               delegation shall relieve Servicer of its responsibility with
               respect to such duties and Servicer shall remain obligated and
               liable to Trustee and the Holders for servicing and administering
               the Receivables in accordance with this Agreement as if Servicer
               alone were performing such duties.

               Section 3.2. Collection of Receivable Payments. (a) Servicer
shall make reasonable efforts to collect all payments called for under the terms
and provisions of the Receivables as and when the same shall become due, and
otherwise act with respect to the Receivables, the Physical Damage Insurance
Policies, the Dealer Agreements and the other Trust Property in such manner as
will, in the reasonable judgment of Servicer, maximize the amount to be received
by the Trust with respect thereto, in accordance with the standard of care
required by Section 3.1. Servicer shall be entitled to amend or modify any
Receivable in accordance with its customary procedures if Servicer believes in
good faith that such amendment or modification is in the best interests of the
Trust; provided that Servicer may not, unless ordered by a court of competent
jurisdiction or otherwise required by applicable law, (i) extend a Receivable
beyond the Final Scheduled Maturity Date, or (ii) reduce the Principal Balance
or Contract Rate of any Receivable. If Servicer fails to comply with the
provisions of the preceding sentence, Servicer shall be required to purchase the
Receivable or Receivables affected thereby, for the Purchase



                                       26
<PAGE>

Amount, in the manner specified in Section 3.7 as of the close of business for
the Collection Period in which such failure occurs. Servicer may, in its
discretion (in accordance with its customary standards, policies and
procedures), waive any prepayment charge, late payment charge, extension fee or
any other fee that may be collected in the ordinary course of servicing a
Receivable.

                       (b) If, in the course of collecting payments under the
               Receivables, Servicer determines to set off any obligation of
               Servicer to an Obligor against an amount payable by the Obligor
               with respect to such Receivable, Servicer shall deposit the
               amount so set off in the Collection Account, no later than the
               close of business on the Deposit Date for the Collection Period
               in which the set-off occurs. All references herein to payments or
               Liquidation Proceeds collected by Servicer shall include amounts
               set-off by Servicer.

               Section 3.3. Realization upon Receivables. (a) On behalf of the
Trust, Servicer shall charge off a Receivable as a Defaulted Receivable in
accordance with its customary standards (and, in no event later than ___ days
after a Receivable shall have become delinquent) and shall use reasonable
efforts to repossess and liquidate the Financed Vehicle securing any Defaulted
Receivable as soon as feasible after default, in accordance with the standard of
care required by Section 3.1. In taking such action, Servicer shall follow such
customary and usual practices and procedures as it shall deem necessary or
advisable in its servicing of Motor Vehicle Loans, and as are otherwise
consistent with the standard of care required under Section 3.1, which shall
include exercising any rights under the Dealer Agreements and selling the
Financed Vehicle at public or private sale. Servicer shall be entitled to
recover all reasonable expenses incurred by it in the course of repossessing and
liquidating a Financed Vehicle into cash proceeds or pursuing any deficiency
claim against the related Obligor, but only out of the cash proceeds of such
Financed Vehicle or any deficiency obtained from the Obligor. The foregoing
shall be subject to the provision that, in any case in which a Financed Vehicle
shall have suffered damage, Servicer shall not expend funds in connection with
the repair or the repossession of such Financed Vehicle unless it shall
determine in its discretion that such repair and/or repossession will increase
the Liquidation Proceeds of the related Receivable by an amount equal to or
greater than the amount of such expenses.

                       (b) If Servicer elects to commence a legal proceeding to
               enforce a Dealer Agreement, the act of commencement shall be
               deemed to be an automatic assignment from Trustee to Servicer of
               the rights under such Dealer Agreement. If, however, in any
               enforcement suit or legal proceeding, it is held that Servicer
               may not enforce a Dealer Agreement on the grounds that it is not
               a real party in interest or a Person entitled to enforce the
               Dealer Agreement, Trustee, on behalf of the Trust, at Servicer's
               expense, shall take such steps as Servicer deems necessary to
               enforce the Dealer Agreement, including bringing suit in its name
               or the names of the Holders.

               Section 3.4. Physical Damage Insurance. (a) The Receivables
require that each Financed Vehicle be insured under a Physical Damage Insurance
Policy. Servicer shall monitor or cause to be monitored, the status of such
physical damage insurance coverage to the extent consistent with its customary
servicing procedures. If Servicer shall determine that an Obligor



                                       27
<PAGE>

has failed to obtain or maintain a Physical Damage Insurance Policy covering the
related Financed Vehicle, Servicer shall use its reasonable efforts to enforce
the rights of the holder of the Receivable under the Receivable to require the
Obligor to obtain such physical damage insurance, provided that Servicer shall
not be required to take such actions if there is in place a lender's single
interest policy with respect to the related Financed Vehicle that complies with
Servicer's customary requirements. It is understood that Servicer will not
"force-place" any Physical Damage Insurance Policy on any Financed Vehicle.

                       (b) Servicer may sue to enforce or collect upon the
               Physical Damage Insurance Policies, in its own name, if possible,
               or as agent for the Trust. If Servicer elects to commence a legal
               proceeding to enforce a Physical Damage Insurance Policy, the act
               of commencement shall be deemed to be an automatic assignment of
               the rights of the Trust under such Physical Damage Insurance
               Policy to Servicer for purposes of collection only. If, however,
               in any enforcement suit or legal proceeding it is held that
               Servicer may not enforce a Physical Damage Insurance Policy on
               the grounds that it is not a real party in interest or a holder
               entitled to enforce the Physical Damage Insurance Policy,
               Trustee, on behalf of the Trust, at Servicer's expense, shall
               take such steps as Servicer deems necessary to enforce such
               Physical Damage Insurance Policy, including bringing suit in its
               name or the name of Trustee for the benefit of the Holders.
               Servicer shall make all claims and enforce its rights under any
               lender's single interest insurance policy (to the extent such
               claims or rights relate to Receivables) for the benefit of the
               Trust and shall treat as Collections all related proceeds of such
               policies.

               Section 3.5. Maintenance of Security Interests in Financed
Vehicles. Servicer, in accordance with the standard of care required under
Section 3.1, shall take such reasonable steps as are necessary to maintain
perfection of the security interest created by each Receivable in the related
Financed Vehicle for the benefit of the Trust. Trustee, on behalf of the Trust,
hereby authorizes Servicer, and Servicer hereby agrees, to take such reasonable
steps as are necessary to re-perfect such security interest on behalf of the
Trust in the event Servicer receives notice of the relocation of a Financed
Vehicle. If there has been a Servicer Termination Event, upon the request of
Trustee, Servicer, at its expense, shall promptly and duly execute and deliver
such documents and instruments, and take such other reasonable actions as may be
necessary, as evidenced by an Opinion of Counsel delivered to Trustee to perfect
the Trust's interest in the Trust Property against all other Persons, including
the delivery of the Receivables and the Receivable Files to Trustee, its agent,
or its designee, the endorsement and delivery of the Physical Damage Insurance
Policies or the notification of the insurers thereunder, the execution of
transfer instruments, and the endorsement to Trustee and the delivery of the
certificates of title to the Financed Vehicles to the appropriate department or
departments of motor vehicles (or other appropriate governmental agency).

               Section 3.6. Covenants of Servicer. Servicer makes the following
covenants on which Trustee relies in accepting the Trust Property in trust and
in executing and authenticating the Certificates:


                                       28
<PAGE>

                       (a) Security Interest to Remain in Force. Servicer shall
               not release any Financed Vehicle from the security interest
               granted by the related Receivable in whole or in part, except
               upon payment in full of the Receivable or as otherwise
               contemplated herein.

                       (b) No Impairment. Servicer shall not impair in any
               material respect the rights of the Holders in the Receivables,
               the Dealer Agreements or the Physical Damage Insurance Policies
               or, subject to clause (c), otherwise amend or alter the terms
               thereof if, as a result of such amendment or alteration, the
               interests of the Trust and the Holders hereunder would be
               materially adversely affected.

                       (c) Amendments. Servicer shall not amend or otherwise
               modify any Receivable (including the grant of any extension
               thereunder), except in accordance with Section 3.2.

               Section 3.7. Purchase by Servicer upon Breach. Seller, Servicer
or Trustee, as the case may be, shall inform the other parties promptly, in
writing, upon the discovery of any breach by Servicer of its covenants under
Section 3.5 or 3.6; provided that the failure to give such notice shall not
affect any obligation of Servicer. Unless the breach shall have been cured by
the last day of the Collection Period which includes the 60th day (or the 30th
day, if Servicer so elects) after the date on which Servicer becomes aware of,
or receives written notice of, such breach, and such breach or failure
materially and adversely affects the interests of Trustee and the Holders in any
Receivable, Servicer shall purchase such Receivable from Trustee as of the last
day of the Collection Period at a purchase price equal to the Purchase Amount
for such Receivable as of the last day of such Collection Period; provided that
in the case of a breach of the covenant contained in Section 3.6(c), Servicer
shall be obligated to purchase the affected Receivable or Receivables on the
Deposit Date immediately succeeding the Collection Period during which Servicer
becomes aware of, or receives written notice of, such breach. In consideration
of the purchase of a Receivable hereunder, Servicer shall remit the Purchase
Amount of such Receivable in the manner specified in Section 4.4. The sole
remedy of the Trust, Trustee or the Holders against Servicer with respect to a
breach pursuant to Section 3.5 or 3.6 shall be to require Servicer to repurchase
Receivables pursuant to this Section.

               Section 3.8. Servicing Compensation. The servicing fee for (a)
the _____ 200[_] Distribution Date shall equal $________ and (b) for each
Distribution Date thereafter shall equal the product of (i) one-twelfth, (ii)
the Servicing Fee Rate and (iii) the Pool Balance as of the opening of business
on the first day of the related Collection Period (the "Servicing Fee").
Servicer shall also be entitled to retain any late fees, extension fees,
prepayment charges (including, in the case of any Rule of 78's Receivable or Sum
of Periodic Balances Receivable that is prepaid in full, amounts received in
excess of the outstanding Principal Balance of such Receivable and accrued
interest thereon calculated as if such Receivable were an Actuarial Receivable)
and certain non-sufficient funds charges and other administrative fees or
similar charges allowed by applicable law with respect to Receivables collected
(from whatever source) on the Receivables and shall be paid any interest earned
on deposits in the Accounts (the "Supplemental Servicing Fee"). It is understood
and agreed that Available Interest or Available Principal shall not include any
amounts retained by Servicer which constitute Supplemental Servicing Fees. The
Servicing Fee in respect of a Collection Period (together with any portion of




                                       29
<PAGE>

the Servicing Fee that remains unpaid from prior Distribution Dates), if the
Rating Agency Condition is satisfied, may be paid at the beginning of such
Collection Period out of Collections for such Collection Period. As provided in
Section 4.5, as additional compensation, Servicer shall be entitled to receive
on each Distribution Date, any Additional Servicing for such Distribution Date.

               Section 3.9. Servicer's Report. (a) On each Determination Date,
Servicer shall deliver to Trustee, each Paying Agent and Seller, with a copy to
the Rating Agencies, a Servicer's Report substantially in the form of Exhibit C
(a "Servicer's Report") containing, among other things, (i) all information
necessary to make the deposits, transfers and distributions required by Sections
4.4, 4.5 and 4.6, (ii) all information necessary for sending statements to
Holders pursuant to Section 4.7, (iii) all information necessary to prepare the
certificate described in Section 9.3, (iv) all information necessary to
determine if there has been a Servicer Termination Event under Section 8.1, and
(v) all information necessary to reconcile all deposits to, and withdrawals
from, the Collection Account for such Distribution Date and the related
Collection Period. Servicer also shall separately identify (by account number of
the Receivable as it appears in the Schedule of Receivables) to Trustee in a
written notice or a list in computer readable form the Receivables to be
purchased by Servicer, as the case may be, on the related Deposit Date, and each
Receivable which became a Defaulted Receivable during the related Collection
Period.

                       (b) Servicer shall provide Trustee with a database file
               for the Receivables at or prior to the Closing Date (but with
               information as of the close of business on the Cutoff Date).

               Section 3.10. Annual Statement as to Compliance. (a) Servicer
shall deliver to Trustee and each Rating Agency, on or before ___________ of
each year, beginning on ___________, 200[_]_, an Officer's Certificate, dated as
of _______________ of such year, stating that (i) a review of the activities of
Servicer during the preceding 12-month period (or, in the case of the first such
report, during the period from the Closing Date to ___________, 200[_]_) and of
its performance under this Agreement has been made under such officer's
supervision and (ii) to the best of such officer's knowledge, based on such
review, Servicer has fulfilled all its obligations in all material respects
under this Agreement throughout such year, or, if there exists any uncured
default in the fulfillment of any such obligation, specifying each such default
known to such officer and the nature and status thereof.

                       (b) Servicer shall deliver to Trustee and each Rating
               Agency, promptly after having obtained knowledge thereof, but in
               no event later than five Business Days thereafter, written notice
               in an Officer's Certificate of any event which constitutes, or
               with the giving of notice or lapse of time or both, would become,
               a Servicer Termination Event under Section 8.1.

               Section 3.11. Annual Independent Certified Public Accountants'
Report. The Servicer shall cause a firm of independent certified public
accountants (who may also render other services to the Servicer or Seller), to
deliver to Seller, Trustee and each Rating Agency within 120 days following the
end of each fiscal year of the Servicer, a report to the effect that such firm
has examined the Servicer's assertion that it has complied with the minimum
servicing



                                       30
<PAGE>

standards set forth in the Mortgage Banker's Association of America's Uniform
Single Attestation Program for Mortgage Bankers ("USAP") for the previous twelve
months ended June 30, and that such examination (1) included test relating to
the servicing or administration of the Receivables in accordance with the
requirements of the USAP, to the extent the procedures in such program apply to
the servicing or administration of the Receivables and (2) except as described
in the report, disclosed no exceptions or errors in the records relating to the
servicing or administration of the Receivables that, in the firm's opinion,
paragraph six of such program requires such firm to report.

               Such report will also indicate that the firm is independent of
Servicer within the meaning of the Code of Professional Ethics of the American
Institute of Certified Public Accountants.

               Section 3.12. Access to Certain Documentation and Information
Regarding Receivables. Servicer shall provide Trustee and the Holders with
access to the Receivable Files (in the case of the Holders, only in such cases
where it shall be required by applicable statutes or regulations to give access
to such documentation as demonstrated by evidence satisfactory to Servicer in
its reasonable judgment). Such access shall be afforded without charge, but only
upon reasonable request and during normal business hours at the offices of
Servicer. Nothing in this Section shall affect the obligation of Servicer to
observe any applicable law prohibiting disclosure of information regarding the
Obligors, and the failure of Servicer to provide access to information as a
result of such obligation shall not constitute a breach of this Section. Any
Holder, by its acceptance of a Certificate, shall be deemed to have agreed to
keep any information obtained by it pursuant to this Section confidential and
not to use such information for any other purpose, except as required by
applicable law.

               Section 3.13. Reports to the Commission. Servicer shall, on
behalf of the Trust, cause to be filed with the Commission any periodic reports
required to be filed under the provisions of the Exchange Act, and the rules and
regulations of the Commission thereunder.

               Section 3.14. Reports to the Rating Agency. Servicer shall
deliver to each Rating Agency a copy of all reports or notices furnished or
delivered pursuant to this Article and a copy of any amendments, supplements or
modifications to this Agreement and any other information reasonably requested
by such Rating Agency to monitor this transaction.

               Section 3.15. Servicer Expenses. Servicer shall be required to
pay all expenses incurred by it in connection with its activities hereunder,
including fees and disbursements of the Trustee, independent accountants, taxes
imposed on Servicer and expenses incurred in connection with distributions and
reports to Holders.

ARTICLE IV. DISTRIBUTIONS; RESERVE ACCOUNT; STATEMENTS TO HOLDERS.

               Section 4.1. Establishment of Accounts. (a) Trustee, on behalf of
the Trust and for the benefit of the Holders, shall establish and maintain in
the name of Trustee one or more segregated Eligible Deposit Accounts
(collectively, the "Collection Account"), bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Holders. Trustee, on behalf of the Trust and for the benefit of the Class A
Holders, shall



                                       31
<PAGE>

establish and maintain in the name of Trustee an Eligible Deposit Account (the
"Class A Distribution Account"), bearing a designation clearly indicating that
the funds deposited therein are held for the benefit of the Class A Holders.
Trustee, on behalf of the Trust and for the benefit of the Class B Holders,
shall establish and maintain in the name of Trustee an Eligible Deposit Account
(the "Class B Distribution Account"), bearing a designation clearly indicating
that the funds deposited therein are held for the benefit of the Class B
Holders. Trustee on behalf of the Trust and for the benefit of the Holders,
shall establish and maintain in the name of Trustee an Eligible Deposit Account
(the "Payahead Account"), bearing a designation clearly indicating that the
funds therein are held for the benefit of the Holders. The Collection Account,
the Class A Distribution Account, the Class B Distribution Account, and the
Payahead Account shall be initially established and maintained with the trust
department of Trustee.

                       (b) Funds on deposit in the Collection Account, the Class
               A Distribution Account, the Class B Distribution Account, and the
               Payahead Account shall be invested by Trustee in Eligible
               Investments selected by Servicer (pursuant to standing
               instructions or otherwise) and confirmed in writing by Servicer
               to Trustee; provided that, it is understood and agreed that
               neither Servicer nor Trustee shall be liable for any loss arising
               from such investment in Eligible Investments. All such Eligible
               Investments shall be held by Trustee for the benefit of the
               beneficiaries of the applicable Account; provided that on each
               Distribution Date all interest and other investment income (net
               of losses and investment expenses) on funds on deposit therein
               shall be withdrawn from the Accounts at the written direction of
               Servicer and shall be paid to Servicer and shall not be available
               or otherwise subject to any claims or rights of the Holders.
               Other than as permitted by each Rating Agency, funds on deposit
               in the Accounts with respect to any Collection Period or
               Distribution Date shall be invested only in Eligible Investments
               that, except for money market funds, will mature so that such
               funds will be available at the close of business on the related
               Deposit Date. Funds deposited in an Account on a Deposit Date
               which immediately precedes a Distribution Date upon the maturity
               of any Eligible Investments are not required to be (but may be)
               invested overnight. No Eligible Investment with a stated maturity
               shall be disposed of prior to that maturity unless a default
               occurs with respect to that Eligible Investment and Servicer
               directs Trustee in writing to dispose of it.

                       (c) Trustee shall possess all right, title and interest
               in all funds on deposit from time to time in the Accounts and in
               all proceeds thereof (excluding all income thereon) and all such
               funds, investments and proceeds shall be part of the Trust
               Property. The Accounts shall be under the sole dominion and the
               exclusive custody and control of Trustee, and Trustee shall have
               sole signature authority with respect thereto. If, at any time,
               any of the Accounts ceases to be an Eligible Deposit Account,
               Trustee (or Servicer on its behalf) shall within 10 Business Days
               (or such longer period as to which each Rating Agency may
               consent) establish a new Account as an Eligible Deposit Account
               and shall transfer any cash and/or any investments that are in
               the existing Account which is no longer an Eligible Deposit
               Account to such new Account.



                                       32
<PAGE>

               Section 4.2. Collections. (a) Subject to the provisions of the
succeeding sentence and of subsections (b) and (c), Servicer shall remit to the
Collection Account all payments (other than amounts constituting Supplemental
Servicing Fees) by or on behalf of the Obligors on the Receivables, including
all Liquidation Proceeds received by Servicer during any Collection Period, as
soon as practicable, but in no event after the close of business on the second
Business Day, after receipt thereof. Subject to the provisions of subsections
(b) and (c), on the Closing Date, Servicer shall deposit in the Collection
Account all payments by or on behalf of the Obligors on the Receivables received
by Servicer after the Cutoff Date and on or prior to the second Business Day
immediately preceding the Closing Date.

                       (b) Notwithstanding the provisions of subsection (a), if
               [_________] is the Servicer and (i) Servicer shall have the
               Required Rating or (ii) Trustee otherwise shall have received
               written notice from each of the Rating Agencies that the then
               outstanding rating on the Class A Certificates and the Class B
               Certificates would not be lowered or withdrawn as a result,
               Servicer may deposit all amounts referred to in subsection (a)
               for any Collection Period into the Collection Account not later
               than the close of business on the Deposit Date with respect to
               such Collection Period; provided that if (x) a Servicer
               Termination Event has occurred and is continuing, (y) Servicer
               has been terminated as such pursuant to Section 8.1 or (z)
               Servicer ceases to have the Required Rating, Servicer shall
               deposit such amounts (including any amounts then being held by
               Servicer) into the Collection Account as provided in Section
               4.2(a). Notwithstanding the foregoing, the provisions of the
               proviso to the preceding sentence shall not be applicable to a
               successor Servicer solely by reason of the occurrence of an event
               specified in clauses (x), (y) and (z) of such proviso with
               respect to the outgoing Servicer. Pending the deposit of the
               amounts referred to in subsection (a) into the Collection
               Account, such amounts may be employed by Servicer at its own risk
               and for its own benefit and need not be segregated from
               Servicer's own funds. Any losses resulting from Servicer's
               actions shall be borne exclusively by the Servicer. Servicer
               shall promptly notify Trustee in writing if it shall obtain or
               lose the Required Rating.

                       (c) Notwithstanding the provisions of subsections (a) and
               (b), Servicer may retain, or will be entitled to be reimbursed,
               from amounts otherwise payable into, or on deposit in, the
               Collection Account with respect to a Collection Period any
               amounts previously deposited in the Collection Account but later
               determined to have resulted from mistaken deposits or postings or
               checks returned for insufficient funds, in each case, with
               respect to which Servicer has not been previously reimbursed
               hereunder. The amount to be retained or reimbursed hereunder
               shall not be included in Collections with respect to the related
               Distribution Date.

                       (d) With respect to each Precomputed Receivable,
               collections and payments by or on behalf of an obligor (other
               than any amounts constituting Supplemental Servicing Fees) for
               each Collection Period shall be applied to the scheduled payment
               on such Precomputed Receivable for such Collection Period.


                                       33
<PAGE>

To the extent such collections and payments on a Precomputed Receivable during a
Collection Period exceed the scheduled payment on such Precomputed Receivable
and are insufficient to prepay the Precomputed Receivable in full, collections
shall be treated as Payaheads until such later Collection Period as such
Payaheads may be transferred to the Collection Account and applied either to the
scheduled payments due or to prepay the Precomputed Receivable in full in
accordance with Section 4.5.

               Section 4.3. [Reserved].

               Section 4.4. Additional Deposits; Net Deposits. (a) On or prior
to each Deposit Date, Servicer shall remit to the Collection Account, in
next-day or immediately available funds, the aggregate Purchase Amounts of the
Receivables to be purchased by it under an obligation that arose during the
preceding Collection Period pursuant to Section 2.4, 3.7 or 10.2, respectively.

                       (b) Servicer may make the remittances to be made by it
               pursuant to this Article IV net of amounts to be distributed to
               it pursuant to Section 4.5 (but subject to the priorities set
               forth therein), for so long as (i) no Servicer Termination Event
               has occurred and is continuing and (ii) Servicer has not been
               terminated as such pursuant to Section 8.1; provided that
               Servicer shall account for all of such amounts in the related
               Servicer's Report as if such amounts were deposited and
               distributed separately; provided further that, if an error is
               made by Servicer in calculating the amount to be deposited or
               retained by it and a shortfall in the amount deposited in the
               Collection Account results, Servicer shall make a payment of the
               deficiency to the Collection Account, immediately upon becoming
               aware, or receiving notice from Trustee, of such error.

               Section 4.5. Distributions. (a) On each Determination Date,
Servicer shall calculate all amounts required to determine the amounts to be
deposited on the related Distribution Date in the Class A Distribution Account
and the Class B Distribution Account which calculations shall be set forth in
the Servicer's Report delivered to Trustee on or before such Determination Date.

                       (b) On or before each Distribution Date, Servicer shall
               instruct Trustee in writing (based on the information contained
               in Servicer's Report delivered on the related Determination Date
               pursuant to Section 3.9) to, and the Trustee shall:

                       (i) withdraw from the Payahead Account and deposit in the
                       Collection Account, in immediately available funds, (x)
                       with respect to each Precomputed Receivable for which the
                       payments made by or on behalf of the obligor for the
                       related Collection Period are less than the scheduled
                       payment for the related Collection Period, the amount of
                       Payaheads, if any, made with respect to such Receivable
                       which, when added to the amount of such payments, is
                       equal to the amount of such scheduled payment, (y) with
                       respect to each Precomputed Receivable for which
                       prepayments insufficient to prepay the Receivable in full
                       have been made by or on behalf of the Obligor for the
                       related Collection Period, the



                                       34
<PAGE>

                       amount of Payaheads, if any, made with respect to such
                       Receivable which, when added to the amount of such
                       prepayments, is equal to an amount sufficient to prepay
                       such Receivable in full, and (z) the amount of all
                       Payaheads, if any, made with respect to any Purchased
                       Receivable; and

                       (ii) withdraw from the Collection Account and deposit in
                       the Payahead Account (or receive from the Servicer, which
                       will remit to the Trustee for deposit in the Payahead
                       Account, as the case may be), in immediately available
                       funds, the aggregate amount of collections on Precomputed
                       Receivables treated as Payaheads pursuant to Section 4.2
                       for the Collection Period related to such Distribution
                       Date.

                       (c) On each Distribution Date, based on the related
               Servicer's Report, Trustee will make the following deposits and
               distributions from the Collection Account by [    ] a.m.
               (___________, ________ time), to the extent of the sum of
               Available Interest and any Available Reserve Amount (and, in the
               case of shortfalls in the Class A Interest Distributable Amount
               occurring under clause (ii), the Class B Percentage of Available
               Principal to the extent of such shortfalls), in the following
               priority:

                       (i) to Servicer, any unpaid Servicing Fee for the related
                       Collection Period and all unpaid Servicing Fees from
                       prior Collection Periods;

                       (ii) to the Class A Distribution Account, the Class A
                       Interest Distributable Amount for such Distribution Date;
                       and

                       (iii) to the Class B Distribution Account, the Class B
                       Interest Distributable Amount for such Distribution Date.

On each Distribution Date, based on the related Servicer's Report, Trustee will
make the following deposits and distributions, to the extent of the portion of
Available Principal, Available Interest and Available Reserve Amount remaining
after the application of clauses (i), (ii) and (iii), in the following priority:

                       (iv) to the Class A Distribution Account, the Class A
                       Principal Distributable Amount for such Distribution
                       Date;

                       (v) to the Class B Distribution Account, the Class B
                       Principal Distributable Amount for such Distribution
                       Date;

                       (vi) to the Reserve Account, any amounts remaining, until
                       the amount on deposit in the Reserve Account equals the
                       Specified Reserve Account Balance;

                       (vii) to the Servicer, the Additional Servicing for such
                       Distribution Date; and

                       (viii) to the Transferor, any amounts remaining.




                                       35
<PAGE>

                       (d) On each Distribution Date, all amounts on deposit in
               the Class A Distribution Account will be distributed to the Class
               A Holders (determined as of the related Record Date) by Trustee
               and all amounts on deposit in the Class B Distribution Account
               will be distributed to the Class B Holders (determined as of the
               related Record Date) by Trustee. Except as provided in Section
               10.1, payments under this paragraph shall be made to the Holders
               by check mailed by Trustee to each Holder's respective address of
               record (or, in the case of Certificates registered in the name of
               a Clearing Agency, or its nominee, by wire transfer of
               immediately available funds). To the extent that Trustee is
               required to wire funds to the Holders from the Class A
               Distribution Account or the Class B Distribution Account, as
               applicable, it shall request the bank maintaining the Class A
               Distribution Account or the Class B Distribution Account, as
               applicable, to make a wire transfer of the amount to be
               distributed and the bank maintaining the Class A Distribution
               Account or the Class B Distribution Account, as applicable, shall
               promptly deliver to Trustee a confirmation of such wire transfer.
               To the extent that Trustee is required to make payments to
               Holders by check hereunder, it shall request the bank maintaining
               the Class A Distribution Account or the Class B Distribution
               Account, as applicable, to provide it with a supply of checks to
               make such payments. The bank shall, if a request is made by
               Trustee for a wire transfer by [  ] A.M. (   , time) on any
               Distribution Date, wire such funds in accordance with such
               instructions by [  ] A.M. (   , time) on such Distribution Date,
               and it will otherwise act in compliance with the provisions of
               this paragraph and the other provisions of this Agreement
               applicable to it as the bank maintaining the Class A Distribution
               Account or the Class B Distribution Account, as applicable.
               Servicer shall take all necessary action (including requiring an
               agreement to such effect) to ensure that any bank maintaining the
               Class A Distribution Account or the Class B Distribution Account,
               as applicable, agrees to comply, and complies, with the
               provisions of this paragraph and the other provisions of this
               Agreement applicable to it as the bank maintaining the Class A
               Distribution Account or the Class B Distribution Account, as
               applicable.

               Section 4.6. Reserve Account. (a) Servicer shall establish and
maintain in the name of the Trustee an Eligible Deposit Account (the "Reserve
Account"). The Reserve Account shall be initially established and maintained
with the Trustee (the "Securities Intermediary"). On the Closing Date, the
Servicer shall deposit or cause to be deposited in the Reserve Account an amount
equal to the Reserve Account Initial Deposit.

                       (b) Trustee shall, at the written direction of
               Administrator, direct the Securities Intermediary to invest funds
               on deposit in the Reserve Account in Eligible Investments
               selected by Administrator and confirmed in writing by
               Administrator to Trustee; provided that it is understood and
               agreed that none of Trustee, Securities Intermediary or
               Administrator shall be liable for any loss arising from such
               investment in Eligible Investments. Funds on deposit in the
               Reserve Account shall be invested in Eligible Investments that
               will mature so that all such funds will be available at the close
               of business on each Deposit Date; provided further that to the
               extent permitted by the Rating Agencies following written request
               by Administrator, funds on deposit in the Reserve Account may be




                                       36
<PAGE>

               invested in Eligible Investments that mature later than the next
               Deposit Date. Funds deposited in the Reserve Account on a Deposit
               Date upon the maturity of any Eligible Investments are not
               required to be (but may be) invested overnight.

                       (c) On each Distribution Date, any amounts on deposit in
               the Collection Account with respect to the preceding Collection
               Period after payments to Servicer, the Class A Distribution
               Account and the Class B Distribution Account have been made will
               be deposited into the Reserve Account until the amount of the
               Reserve Account is equal to the Specified Reserve Account
               Balance.

                       (d) The Reserve Account shall be under the sole custody
               and control of Trustee. If, at any time, the Reserve Account
               ceases to be an Eligible Deposit Account, Trustee shall within 10
               Business Days (or such longer period, not to exceed 30 calendar
               days, as to which each Rating Agency may consent) establish a new
               Reserve Account as an Eligible Deposit Account and shall transfer
               any cash and/or any investments that are in the existing account
               which is no longer an Eligible Deposit Account to such new
               Reserve Account.

                       (e) On each Distribution Date, the amount available in
               the Reserve Account (the "Available Reserve Amount") will equal
               the lesser of (i) the amount on deposit in the Reserve Account
               (exclusive of investment earnings) and (ii) the Specified Reserve
               Account Balance. On each Deposit Date, Trustee will withdraw
               funds from the Reserve Account to the extent that (A) the sum of
               the amounts required to be distributed to Holders and the accrued
               and unpaid Servicing Fees payable to Servicer on such
               Distribution Date exceeds (B) the amount on deposit in the
               Collection Account with respect to the preceding Collection
               Period (net of net investment income). The aggregate amount to be
               withdrawn from the Reserve Account on any Deposit Date shall not
               exceed the Available Reserve Amount with respect to the related
               Distribution Date. Trustee will deposit the proceeds of such
               withdrawal into the Collection Account on or before such
               Distribution Date with respect to which such withdrawal was made.

                       (f) Amounts on deposit in the Reserve Account will be
               released to Transferor on each Distribution Date to the extent
               that the amount credited to the Reserve Account would exceed the
               Specified Reserve Account Balance. Upon any distribution to
               Transferor of amounts from the Reserve Account, the Holders will
               not have any rights in, or claims to, such amounts. Amounts
               distributed to Transferor from the Reserve Account in accordance
               with this Section shall not be available under any circumstances
               to the Trust, Trustee or the Holders and Transferor shall in no
               event thereafter be required to refund any such distributed
               amounts.

                       (g) Investment earnings attributable to the Reserve
               Account Property and proceeds therefrom shall be held by Trustee
               for the benefit of Transferor. Investment earnings attributable
               to the Reserve Account Property shall not be available to pay the
               distributions provided for in Section 4.5 and shall not



                                       37
<PAGE>

               otherwise be subject to any claims or rights of the Holders or
               Servicer. Trustee shall cause all investment earnings
               attributable to the Reserve Account to be distributed on each
               Distribution Date to Transferor.

                       (h) Transferor may at any time, without consent of
               Holders, sell, transfer, convey or assign in any manner its
               rights to and interests in distributions from the Reserve
               Account; provided that (i) the Rating Agencies confirm in writing
               that such action will not result in a reduction or withdrawal of
               the rating of the Class A Certificates or the Class B
               Certificates, (ii) Transferor provides to Trustee an Opinion of
               Counsel from independent counsel that such action will not cause
               Trust to be classified as an association (or publicly traded
               partnership) taxable as a corporation for federal income tax
               purposes and (iii) such transferee or assignee agrees in writing
               to take positions for federal income tax purposes consistent with
               the federal income tax positions agreed to be taken by
               Transferor.

               Section 4.7. Statements to Holders. On each Distribution Date,
Servicer shall provide to Trustee (with a copy to each Rating Agency) written
instructions for Trustee to forward to each Holder of record a statement setting
forth at least the following information as to the Certificates to the extent
applicable:

                       (a) the amount of the distribution allocable to principal
               on the Class A Certificates and the Class B Certificates;

                       (b) the amount of the distribution allocable to interest
               on the Class A Certificates and the Class B Certificates;

                       (c) the amount of the Servicing Fee paid to Servicer with
               respect to the related Collection Period;

                       (d) the Class A Certificate Balance, the Class A Pool
               Factor, the Class B Certificate Balance and the Class B Pool
               Factor as of such Distribution Date, after giving effect to
               payments allocated to principal reported under clause (a);

                       (e) the Pool Balance as of the close of business on the
               last day of the preceding Collection Period;

                       (f) the amount of Defaulted Receivables and Liquidation
               Proceeds, if any, for such Collection Period;

                       (g) the aggregate Purchase Amount of Receivables
               purchased by Servicer with respect to the related Collection
               Period;

                       (h) the Class A Interest Carryover Shortfall, the Class B
               Interest Carryover Shortfall, the Class A Principal Carryover
               Shortfall and the Class B Principal Carryover Shortfall, if any,
               in each case as applicable to each of the Class A Certificates
               and the Class B Certificates, and the change in such amounts from
               the preceding statement;




                                       38
<PAGE>

                       (i) the balance of the Reserve Account on such
               Distribution Date, after giving effect to changes therein on such
               Distribution Date;

                       (j) the Specified Reserve Account Balance as of the close
               of business on such Distribution Date; and

                       (k) the number, and aggregate principal amount
               outstanding, of Receivables past due 31-60, 61-90 and over 90
               days.

Each amount set forth pursuant to clauses (a), (b) and (c) shall be expressed in
the aggregate and as a dollar amount per $1,000 of original denomination of a
Certificate.

        Within a reasonable period of time after the end of each calendar year,
but not later than the latest date permitted by law, Servicer shall furnish a
report to the Trust and Trustee shall furnish, or cause to be furnished, to each
Person who at any time during such calendar year shall have been a Holder, a
statement based upon such report as to the sum of the amounts determined in
clauses (a) and (b) above for such calendar year, or, in the event such Person
shall have been a Holder during a portion of such calendar year, for the
applicable portion of such year, and such other information as is available to
Servicer as Servicer deems necessary or desirable to enable the Holders to
prepare their federal income tax returns. The obligation of the Trustee set
forth in this paragraph shall be deemed to have been satisfied to the extent
that substantially comparable information shall be provided pursuant to any
requirement of the Code.

ARTICLE V. THE CERTIFICATES.

               Section 5.1. The Certificates. Trustee shall, upon written order
or request signed in the name of Seller by one of its officers authorized to do
so and delivered to an Authorized Officer of Trustee, execute on behalf of the
Trust, authenticate and deliver the Certificates to or upon the order of Seller
in the aggregate principal amount and denominations as set forth in such written
order or request. The Certificates shall be issuable in denominations of $10,000
and integral multiples thereof; provided that one Class A Certificate and one
Class B Certificate may be issued in a denomination that represents the residual
amount of the original Class A Certificate Balance and the Original Class B
Certificate Balance, respectively. Upon initial issuance, the Class A
Certificates and the Class B Certificates shall be in the form of Exhibit A and
Exhibit B, respectively, which are incorporated by reference herein, and shall
be issued as provided in Section 5.8, in an aggregate amount equal to the
Original Class A Certificate Balance and the Original Class B Certificate
Balance, respectively. The Certificates shall be executed by Trustee on behalf
of the Trust by manual or facsimile signature of an Authorized Officer of
Trustee under Trustee's seal imprinted thereon and attested by the manual or
facsimile signature of an Authorized Officer of Trustee. Certificates bearing
the manual or facsimile signatures of individuals who were, at the time when
such signatures shall have been affixed, authorized to sign on behalf of the
Trust, shall be valid and binding obligations of the Trust, notwithstanding that
such individuals shall have ceased to be so authorized prior to the
authentication and delivery of such Certificates or did not hold such offices at
the date of such Certificates.



                                       39
<PAGE>

               Section 5.2. Authentication of Certificates. No Certificate shall
entitle the Holder thereof to any benefit under this Agreement, or shall be
valid for any purpose, unless there shall appear on such Certificate a
certificate of authentication, substantially in the form set forth in the form
of Certificates attached hereto as Exhibit A and Exhibit B, executed by Trustee
by manual signature. Such authentication shall constitute conclusive evidence,
and the only evidence, that such Certificate has been duly authenticated and
delivered hereunder. All Certificates shall be dated the date of their
authentication.

               Section 5.3. Registration of Transfer and Exchange of
Certificates. Trustee shall maintain, or cause to be maintained, at the office
or agency to be maintained by it in accordance with Section 5.7, a Certificate
Register in which, subject to such reasonable regulations as it may prescribe,
Trustee shall provide for the registration of Certificates and of transfers and
exchanges of Certificates as herein provided. Upon surrender for registration of
transfer of any Class A Certificate or Class B Certificate at such office or
agency, Trustee shall execute, authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Class A Certificates or
Class B Certificates, as the case may be, in authorized denominations of a like
aggregate amount. At the option of a Holder, Class A Certificates or Class B
Certificates may be exchanged for other Class A Certificates or Class B
Certificates, as the case may be, of authorized denominations of a like
aggregate amount at the office or agency maintained by Trustee in accordance
with Section 5.7. Every Certificate presented or surrendered for registration of
transfer or exchange shall be accompanied by a written instrument of transfer
duly executed by the Holder and in a form satisfactory to Trustee. No service
charge shall be made for any registration of transfer or exchange of
Certificates, but Trustee may require payment of a sum sufficient to cover any
tax or governmental charge that may be imposed in connection with any transfer
or exchange of Certificates. All Certificates surrendered for registration of
transfer or exchange shall be cancelled and disposed of in accordance with the
customary procedures of Trustee.

               The Class B Certificates and any beneficial interest in such
Class B Certificates may not be acquired (a) with the assets of an employee
benefit plan (as defined in Section 3(3) of ERISA) that is subject to the
provisions of Title I of ERISA, (b) by a plan described in Section 4975(e)(1) of
the Code or (c) by any entity whose underlying assets include plan assets by
reason of a plan's investment in the entity. By accepting and holding a Class B
Certificate or interest therein, the Holder thereof or Class B Certificate Owner
thereof shall be deemed to have represented and warranted that it is not subject
to the foregoing limitation.

               The preceding provisions of this Section 5.3 notwithstanding,
Trustee shall not make and need not register any transfer or exchange of
Certificates for a period of fifteen (15) days preceding any Distribution Date
for any payment with respect to the Certificates.

               Section 5.4. Mutilated, Destroyed, Lost or Stolen Certificates.
If (a) any mutilated Class A Certificate or Class B Certificate shall be
surrendered to Trustee, or if Trustee shall receive evidence to its satisfaction
of the destruction, loss or theft of any Class A Certificate or Class B
Certificate and (b) there shall be delivered to Trustee such security or
indemnity as may be required to save Trustee harmless, then, in the absence of
notice that such Class A Certificate or Class B Certificate shall have been
acquired by a bona fide purchaser, Trustee shall execute, authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost



                                       40
<PAGE>

or stolen Class A Certificate or Class B Certificate, a new Class A Certificate
or Class B Certificate of like tenor and denomination. In connection with the
issuance of any new Certificate under this Section 5.4, Trustee may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection herewith. Any replacement Certificate issued
pursuant to this Section 5.4 shall constitute conclusive evidence of ownership
in the Trust, as if originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time.

               Section 5.5. Persons Deemed Owners. Prior to due presentation of
a Certificate for registration of transfer, Trustee may treat the Person in
whose name any Certificate shall be registered as the owner of such Certificate
for the purpose of receiving distributions pursuant to Section 4.5 and for all
other purposes, and Trustee shall not be bound by any notice to the contrary.

               Section 5.6. Access to List of Holders' Names and Addresses.
Trustee shall furnish or cause to be furnished to Servicer, within fifteen days
after receipt by Trustee of a request therefor from Servicer in writing, in such
form as Servicer may reasonably require, a list of the names and addresses of
the Holders as of the most recent Record Date. If Definitive Certificates have
been issued, Trustee, upon written request of (a) three or more Holders or (b)
one or more Holders evidencing not less than 25% of the aggregate outstanding
principal balance of the Certificates, will, within five Business Days after the
receipt of such request, afford such Holders access during normal business hours
to the most current list of Holders for purposes of communicating with other
Holders with respect to their rights under the Agreement. Each Holder, by
receiving and holding a Certificate, shall be deemed to have agreed not to hold
Seller, Servicer or Trustee accountable by reason of the disclosure of such
Holder's name and address, regardless of the source from which such information
was derived.

               Section 5.7. Maintenance of Office or Agency. Trustee shall
maintain, or cause to be maintained, at its expense, in _________, an office or
agency where Certificates may be surrendered for registration of transfer or
exchange and where notices and demands to or upon Trustee in respect of the
Certificates and this Agreement may be served. Trustee initially designates its
office located at ________ for such purposes. Trustee shall give prompt written
notice to Servicer and to Holders of any change in the location of any such
office or agency.

               Section 5.8. Book Entry Certificates. Upon original issuance, the
Class A Certificates and the Class B Certificates, other than the Class A
Certificate representing the residual amount of the Original Class A Certificate
Balance and the Class B Certificate representing the residual amount of the
Original Class B Certificate Balance, which shall be issued upon the written
order of Seller, shall be issued in the form of one or more typewritten
Certificates representing the Book Entry Certificates, to be delivered to the
initial Clearing Agency, by, or on behalf of, Seller. Such Certificates shall
initially be registered on the Certificate Register in the name of CEDE & Co.,
the nominee of the initial Clearing Agency, and no Certificate Owner will
receive a Definitive Certificate representing such Certificate Owner's interest
in the Class A Certificates or the Class B Certificates, as the case may be,
except as provided in Section 5.10. Unless and until definitive, fully
registered Certificates ("Definitive Certificates") have been issued to the
Holders pursuant to Section 5.10:




                                       41
<PAGE>

                       (a) the provisions of this Section 5.8 shall be in full
               force and effect;

                       (b) Seller, Servicer and Trustee may deal with the
               Clearing Agency for all purposes (including the making of
               distributions on the Certificates and the taking of actions by
               the Holders) as the authorized representative of the Certificate
               Owners;

                       (c) to the extent that the provisions of this Section 5.8
               conflict with any other provisions of this Agreement, the
               provisions of this Section 5.8 shall control;

                       (d) the rights of Certificate Owners shall be exercised
               only through the Clearing Agency and shall be limited to those
               established by law, the rules, regulations and procedures of the
               Clearing Agency and agreements between such Certificate Owners
               and the Clearing Agency and all references in this Agreement to
               actions by Holders shall refer to actions taken by the Clearing
               Agency upon instructions from the Clearing Agency Participants,
               and all references in this Agreement to distributions, notices,
               reports and statements to Holders shall refer to distributions,
               notices, reports and statements to the Clearing Agency or its
               nominee, as registered holder of the Certificates, as the case
               may be, for distribution to Certificate Owners in accordance with
               the rules, regulations and procedures of the Clearing Agency; and

                       (e) pursuant to the Depository Agreement, the initial
               Clearing Agency will make book-entry transfers among the Clearing
               Agency Participants and receive and transmit distributions of
               principal and interest on the Certificates to the Clearing Agency
               Participants, for distribution by such Clearing Agency
               Participants to the Certificate Owners or their nominees.

               For purposes of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of, Holders of
Certificates evidencing specified percentages of the aggregate outstanding
principal balance of such Certificates, such direction or consent may be given
by Certificate Owners having interests in the requisite percentage, acting
through the Clearing Agency.

               Section 5.9. Notices to Clearing Agency. Whenever notice or other
communication to the Holders is required under this Agreement unless and until
Definitive Certificates shall have been issued to Certificate Owners pursuant to
Section 5.10, Trustee shall give all such notices and communications specified
herein to be given to Holders to the Clearing Agency.

               Section 5.10. Definitive Certificates. If (a) (i) Servicer
advises Trustee in writing that the Clearing Agency is no longer willing or able
properly to discharge its responsibilities under the Depository Agreement and
(ii) Trustee or Servicer is unable to locate a qualified successor, (b)
Servicer, at its option, advises Trustee in writing that it elects to terminate
the book-entry system through the Clearing Agency or (c) after the occurrence of
a Servicer Termination Event, Certificate Owners representing in the aggregate
not less than a majority of



                                       42
<PAGE>

the aggregate outstanding principal balance of the Certificates, advise Trustee
and the Clearing Agency through the Clearing Agency Participants in writing that
the continuation of a book-entry system through the Clearing Agency is no longer
in the Certificate Owners' best interests, then Trustee shall notify the
Clearing Agency which shall be responsible to notify the Certificate Owners of
the occurrence of any such event and of the availability of Definitive
Certificates to Certificate Owners requesting the same. Upon surrender to
Trustee by the Clearing Agency of the Certificates registered in the name of the
nominee of the Clearing Agency, accompanied by re-registration instructions from
the Clearing Agency for registration, Trustee shall execute, on behalf of the
Trust, authenticate and deliver Definitive Certificates in accordance with such
instructions. Seller shall arrange for, and will bear all costs of, the printing
and issuance of such Definitive Certificates. Neither Seller, Servicer nor
Trustee shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Certificates, Trustee shall recognize the
Holders of the Definitive Certificates as Holders hereunder.

ARTICLE VI. SELLER.

               Section 6.1. Representations and Warranties of Seller. Seller
makes the following representations and warranties, on which Trustee relies in
accepting the Receivables and the other Trust Property in trust and executing
and authenticating the Certificates. Such representations are made as of the
execution and delivery of this Agreement, but shall survive the sale, transfer
and assignment of the Receivables and the other Trust Property to the Trust.

                       (a) Organization and Good Standing. Seller has been duly
               organized and is validly existing as a Delaware limited liability
               company in good standing under the laws of the State of Delaware,
               with the power and authority to own its properties and to conduct
               its business as such properties are presently owned and such
               business is presently conducted and had at all relevant times,
               and has, full power, authority and legal right to acquire, own
               and sell the Receivables and the other Trust Property.

                       (b) Power and Authority. Seller has the power, authority
               and legal right to execute and deliver this Agreement and the
               Related Agreements to which it is a party and to carry out their
               respective terms and to sell and assign the property to be sold
               and assigned to and deposited with Trustee as Trust Property; and
               the execution, delivery and performance of this Agreement and the
               Related Agreements to which it is a party have been duly
               authorized by Seller by all necessary limited liability company
               action.

                       (c) No Consent Required. No approval, authorization,
               consent, license or other order or action of, or filing or
               registration with, any governmental authority, bureau or agency
               is required in connection with the execution, delivery or
               performance of this Agreement or the Related Agreements to which
               it is a party or the consummation of the transactions
               contemplated hereby or thereby, other than (i) as may be required
               under the blue sky or securities laws of any State or the
               Securities Act of 1933, as amended, and (ii) the filing of UCC
               financing statements.




                                       43
<PAGE>

                       (d) Valid Sale; Binding Obligation. Seller intends this
               Agreement to effect a valid sale, transfer, and assignment of the
               Receivables and the other Trust Property conveyed by Seller to
               the Trust hereunder, enforceable against creditors of and
               purchasers from Seller; and each of this Agreement and the
               Related Agreements to which it is a party constitutes a legal,
               valid and binding obligation of Seller, enforceable against
               Seller in accordance with its respective terms, subject, as to
               enforceability, to applicable bankruptcy, insolvency,
               reorganization, conservatorship, receivership, liquidation and
               other similar laws affecting enforcement of the rights of
               creditors generally and to equitable limitations on the
               availability of specific remedies.

                       (e) No Violation. The execution, delivery and performance
               by Seller of this Agreement and the Related Agreements to which
               it is a party and the consummation of the transactions
               contemplated hereby and thereby will not conflict with, result in
               any material breach of any of the terms and provisions of,
               constitute (with or without notice or lapse of time) a material
               default under or result in the creation or imposition of any Lien
               upon any of its material properties pursuant to the terms of, (i)
               the organic documents of Seller, (ii) any material indenture,
               contract, lease, mortgage, deed of trust or other instrument or
               agreement to which Seller is a party or by which Seller is bound,
               or (iii) any law, order, rule or regulation applicable to Seller
               of any federal or state regulatory body, any court,
               administrative agency, or other governmental instrumentality
               having jurisdiction over Seller.

                       (f) No Proceedings. There are no proceedings or
               investigations pending, or, to the knowledge of Seller,
               threatened, before any court, regulatory body, administrative
               agency, or other tribunal or governmental instrumentality having
               jurisdiction over Seller or its properties: (i) asserting the
               invalidity of this Agreement or any Related Agreement, (ii)
               seeking to prevent the issuance of the Certificates or the
               consummation of any of the transactions contemplated by this
               Agreement or any Related Agreement, (iii) seeking any
               determination or ruling that might materially and adversely
               affect the performance by Seller of its obligations under, or the
               validity or enforceability of, this Agreement or any Related
               Agreement or (iv) that may materially and adversely affect the
               federal or state income, excise, franchise or similar tax
               attributes of the Certificates.

                       (g) Chief Executive Office. The chief executive office of
               Seller is [_______________].

               Section 6.2. [RESERVED]

               Section 6.3. Merger or Consolidation of Seller; Assumption of the
Obligations of Seller. Any Person (a) into which Seller may be merged or
consolidated, (b) that may result from any merger, conversion or consolidation
to which Seller is a party, or (c) that may succeed by purchase and assumption
to all or substantially all of the business of Seller, where Seller in any of
the foregoing cases is not the surviving entity, which corporation or other
entity shall execute an agreement of assumption to perform every obligation of
Seller under this Agreement,



                                       44
<PAGE>

shall be the successor to Seller hereunder without the execution or filing of
any document or any further act by any of the parties to this Agreement;
provided that (x) Servicer shall have delivered to Trustee an Officer's
Certificate and an Opinion of Counsel each stating that such merger, conversion,
consolidation or succession and such agreement of assumption comply with this
Section, and (y) Servicer shall have delivered to Trustee an Opinion of Counsel
either (A) stating that, in the opinion of such counsel, all financing
statements and continuation statements and amendments thereto have been executed
and filed that are necessary fully to preserve and protect the interest of
Trustee in the Receivables, and reciting the details of such filings, or (B)
stating that, in the opinion of such counsel, no such action shall be necessary
to fully preserve and protect such interest. Seller shall promptly inform
Trustee and each Rating Agency of any such merger, conversion, consolidation or
purchase and assumption, where Seller is not the surviving entity.

               Section 6.4. Limitation on Liability of Seller and Others. Seller
and any director or officer or employee or agent of Seller may rely in good
faith on the advice of counsel or on any document of any kind, prima facie
properly executed and submitted by any Person respecting any matters arising
under this Agreement or any Related Agreement (provided that such reliance shall
not limit in any way Seller's obligations under Section 3.2). Seller shall not
be under any obligation to appear in, prosecute or defend any legal action that
shall not be incidental to its obligations under this Agreement, and that in its
opinion may involve it in any expense or liability.

               Section 6.5. [RESERVED]

ARTICLE VII. SERVICER.

               Section 7.1. Representations and Warranties of Servicer. Servicer
makes the following representations and warranties on which Trustee relies in
accepting the Receivables and the other Trust Property in trust and in
authenticating the Certificates. These representations are made as of the
Closing Date, but shall survive the sale, transfer and assignment of the
Receivables and the other Trust Property to the Trust.

                       (a) Organization and Good Standing. Servicer has been
               duly organized and is validly existing as a national banking
               association in good standing under the laws of the United States,
               with the power and authority to own its properties and to conduct
               its business as such properties are presently owned and such
               business is presently conducted, and had at all relevant times,
               and shall have, the power, authority and legal right to service
               the Receivables and the other Trust Property.

                       (b) Due Qualification. Servicer shall be duly qualified
               to do business as a foreign corporation in good standing, and
               shall have obtained all necessary licenses and approvals in all
               jurisdictions in which the ownership or lease of property or the
               conduct of its business (including the servicing of the
               Receivables as required by this Agreement) shall require such
               qualifications.



                                       45
<PAGE>

                       (c) Power and Authority. Servicer has the power,
               authority and legal right to execute and deliver this Agreement
               and the Related Agreements to which it is a party and to carry
               out their respective terms; and the execution, delivery and
               performance of this Agreement and the Related Agreements to which
               it is a party have been duly authorized by Servicer by all
               necessary corporate action.

                       (d) No Consent Required. No approval, authorization,
               consent, license or other order or action of, or filing or
               registration with, any governmental authority, bureau or agency
               is required in connection with the execution, delivery or
               performance of this Agreement, the Related Agreements to which it
               is a party or the consummation of the transactions contemplated
               hereby or thereby, other than the filing of UCC financing
               statements.

                       (e) Binding Obligation. Each of this Agreement and the
               Related Agreements to which it is a party constitutes a legal,
               valid and binding obligation of Servicer, enforceable against
               Servicer in accordance with its respective terms, subject, as to
               enforceability, to applicable bankruptcy, insolvency,
               reorganization, conservatorship, receivership, liquidation and
               other similar laws affecting enforcement of the rights of
               creditors of banks generally and to equitable limitations on the
               availability of specific remedies.

                       (f) No Violation. The execution, delivery and performance
               by Servicer of this Agreement and the Related Agreements to which
               it is a party and the consummation of the transactions
               contemplated hereby and thereby will not conflict with, result in
               any material breach of any of the terms and provisions of,
               constitute (with or without notice or lapse of time) a material
               default under, or result in the creation or disposition of any
               Lien upon any of its material properties pursuant to the terms
               of, (i) the articles of association or bylaws of Servicer, (ii)
               any material indenture, contract, lease, mortgage, deed of trust
               or other instrument or agreement to which Servicer is a party or
               by which Servicer is bound, or (iii) any law, order, rule or
               regulation applicable to Servicer of any federal or state
               regulatory body, any court, administrative agency, or other
               governmental instrumentality having jurisdiction over Servicer.

                       (g) No Proceedings. There are no proceedings or
               investigations pending, or, to Servicer's knowledge, threatened,
               before any court, regulatory body, administrative agency, or
               tribunal or other governmental instrumentality having
               jurisdiction over Servicer or its properties: (i) asserting the
               invalidity of this Agreement, any Related Agreement or the
               Certificates, (ii) seeking to prevent the issuance of the
               Certificates or the consummation of any of the transactions
               contemplated by this Agreement or any Related Agreement, (iii)
               seeking any determination or ruling that might materially and
               adversely affect the performance by Servicer of its obligations
               under, or the validity or enforceability of, this Agreement, any
               Related Agreement or the Certificates, or (iv) that may
               materially and adversely affect the federal or state income,
               excise, franchise or similar tax attributes of the Certificates.



                                       46
<PAGE>

               Section 7.2. Indemnities of Servicer. (a) Servicer shall be
liable in accordance herewith only to the extent of the obligations specifically
undertaken by Servicer under this Agreement.

                       (b) Servicer shall indemnify, defend and hold harmless
               Trustee, Seller, the Holders and any of the officers, directors,
               employees and agents of Trustee or Seller from any and all costs,
               expenses, losses, claims, damages and liabilities (including
               reasonable attorneys' fees and expenses) to the extent arising
               out of, or imposed upon any such Person through, the gross
               negligence, willful misfeasance or bad faith (other than errors
               in judgment) of Servicer in the performance of its obligations
               and duties under this Agreement or in the performance of the
               obligations and duties of any subservicer under any subservicing
               agreement.

                       (c) Servicer shall indemnify, defend and hold harmless
               Trustee and its officers, directors, employees and agents from
               and against any taxes that may at any time be asserted against
               any such Person with respect to the transactions contemplated in
               this Agreement or in the other Related Agreements, including any
               sales, gross receipts, general corporation, tangible or
               intangible personal property, privilege, or license taxes, or any
               taxes of any kind which may be asserted (but not including any
               Federal or other income taxes arising out of transactions
               contemplated by this Agreement and the other Related Agreements)
               against the Trust, and costs and expenses in defending against
               the same.

                       (d) Servicer shall indemnify, defend and hold harmless
               Trustee, Seller and the Holders or any of the officers,
               directors, employees and agents of Trustee or Seller from any and
               all costs, expenses, losses, claims, damages and liabilities
               (including reasonable attorneys' fees and expenses) to the extent
               arising out of or imposed upon any such Person as a result of any
               compensation payable to any subcustodian or subservicer
               (including any fees payable in connection with the release of any
               Receivable File from the custody of such subservicer or
               subcustodian or in connection with the termination of the
               servicing activities of such subservicer with respect to any
               Receivable) whether pursuant to the terms of any subcustodian or
               subservicing agreement or otherwise.

                       (e) Servicer shall indemnify, defend and hold harmless
               Trustee, Seller and the Holders or any of the directors,
               officers, employees and agents of Trustee and Seller from and
               against any and all costs, expenses, losses, damages, claims and
               liabilities, including reasonable fees and expenses of counsel
               and expenses of litigation, arising out of or resulting from the
               use, ownership, or operation by Servicer or any Affiliate thereof
               of any Financed Vehicle.

Indemnification under this Section shall survive the resignation or removal of
Trustee and the termination of this Agreement and shall include reasonable fees
and expenses of counsel and other expenses of litigation. If Servicer shall have
made any indemnity payments pursuant to this Section and the Person to or on
behalf of whom such payments are made thereafter shall collect any of such
amounts from others, such Person shall promptly repay such amounts to Servicer,
without interest.


                                       47
<PAGE>

               Section 7.3. Merger or Consolidation of Servicer; Assumption of
the Obligations of Servicer. Any corporation or other entity (a) into which
Servicer may be merged or consolidated, (b) that may result from any merger,
conversion, or consolidation to which Servicer is a party, (c) that may succeed
by purchase and assumption to all or substantially all of the business of
Servicer or (d) 50% of the voting stock of which is owned directly or indirectly
by [______], where, in the case of clauses (a), (b) and (c), Servicer is not the
surviving entity, which corporation or other entity in any of the foregoing
cases shall execute an agreement of assumption to perform every obligation of
Servicer under this Agreement, shall be the successor to Servicer under this
Agreement without any further act on the part of any of the parties to this
Agreement; provided that, unless [______] is the surviving party to such
transaction (x) Servicer shall have delivered to Trustee an Officer's
Certificate and an Opinion of Counsel each stating that such merger, conversion,
consolidation or succession and such agreement of assumption comply with this
Section, and (y) Servicer shall have delivered to Trustee an Opinion of Counsel
either (A) stating that, in the opinion of such counsel, all financing
statements and continuation statements and amendments thereto have been executed
and filed that are necessary fully to preserve and protect the interest of
Trustee in the Receivables, and reciting the details of such filings, or (B)
stating that, in the opinion of such counsel, no such action shall be necessary
to fully preserve and protect such interest. Servicer shall promptly inform
Trustee and each Rating Agency of any such merger, conversion, consolidation or
purchase and assumption where Servicer is not the surviving entity.

               Section 7.4. Limitation on Liability of Servicer and Others. (a)
Neither Servicer nor any of its directors, officers, employees or agents shall
be under any liability to the Trust or the Holders, except as provided under
this Agreement, for any action taken or for refraining from the taking of any
action by Servicer or any subservicer pursuant to this Agreement or for errors
in judgment; provided that this provision shall not protect Servicer or any such
Person against any liability that would otherwise be imposed by reason of
willful misfeasance, bad faith or gross negligence in the performance of duties
(except for errors in judgment) or by reason of reckless disregard of
obligations and duties under this Agreement. Servicer or any subservicer and any
of their respective directors, officers, employees or agents may rely in good
faith on any document of any kind prima facie properly executed and submitted by
any Person respecting any matters arising under this Agreement.

                       (b) Except as provided in this Agreement, Servicer shall
               not be under any obligation to appear in, prosecute or defend any
               legal action that shall be incidental to its duties to service
               the Receivables in accordance with this Agreement, and that in
               its opinion may involve it in any expense or liability; provided
               that Servicer may (but shall not be required to) undertake any
               reasonable action that it may deem necessary or desirable in
               respect of this Agreement and the Related Agreements to protect
               the interests of the Holders under this Agreement and the Related
               Agreements. In such event, the legal expense and costs of such
               action and any liability resulting therefrom shall be expenses,
               costs and liabilities of the Servicer.

               Section 7.5. [______] Not To Resign as Servicer. Subject to the
provisions of Section 7.3, [______] hereby agrees not to resign from the
obligations and duties hereby imposed on it as Servicer under this Agreement
except upon determination that the performance of its



                                       48
<PAGE>

duties hereunder shall no longer be permissible under applicable law or if such
resignation is required by regulatory authorities. Notice of any such
determination permitting the resignation of [______] as Servicer shall be
communicated to Trustee at the earliest practicable time (and, if such
communication is not in writing, shall be confirmed in writing at the earliest
practicable time) and any such determination shall be evidenced by an Opinion of
Counsel to such effect delivered to Trustee concurrently with or promptly after
such notice. No such resignation shall become effective until the earlier of the
date upon which Trustee or a successor Servicer has assumed the responsibilities
and obligations of the resigning Servicer in accordance with Section 8.2 or the
date upon which any regulatory authority requires such resignation.

               Section 7.6. Servicer May Own Certificates. Servicer, and any
Affiliate of Servicer, may, in its individual or any other capacity, become the
owner or pledgee of Certificates with the same rights as it would have if it
were not Servicer or an Affiliate thereof, except as otherwise provided in the
definition of "Holder", "Class A Holder" and "Class B Holder" in Section 1.1.
Certificates so owned by or pledged to Servicer or such Affiliate shall have an
equal and proportionate benefit under the provisions of this Agreement, without
preference, priority or distinction as among all of the Certificates, except as
otherwise provided in the definitions of "Class A Holder" and "Class B Holder".

               Section 7.7. Existence. Subject to the provisions of Section 7.3,
during the term of this Agreement, [______] will keep in full force and effect
its existence, rights and franchises as a [ ] under the laws of the jurisdiction
of its organization.

ARTICLE VIII. SERVICING TERMINATION.

               Section 8.1. Servicer Termination Events. (a) Any one of the
following events shall constitute a "Servicer Termination Event":

                       (i) any failure by Servicer to deliver to Trustee a
                       Servicer's Report for any Collection Period, which
                       failure shall continue beyond the related Deposit Date;

                       (ii) any failure by Servicer to deliver to any Account or
                       the Reserve Account any payment or deposit required to be
                       so delivered or paid under the terms of the Certificates
                       and this Agreement, or to direct Trustee to make any
                       required distribution from any Account or the Reserve
                       Account, which failure shall continue unremedied for a
                       period of five Business Days after written notice is
                       received from the Trustee by Servicer or after discovery
                       of such failure by Servicer (or, in the case of a payment
                       or deposit to be made no later than a Deposit Date
                       immediately preceding a Distribution Date, the failure to
                       make such payment or deposit by such Distribution Date);

                       (iii) any failure on the part of Servicer duly to observe
                       or to perform in any material respect any other covenants
                       or agreements set forth in the Certificates or in this
                       Agreement, which failure shall (A) materially and
                       adversely affect the rights of Holders (which
                       determination shall be made



                                       49
<PAGE>

                       without regard to whether funds are available to the
                       Holders pursuant to the Reserve Account) and (B) continue
                       unremedied 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 (1) to Servicer by
                       Trustee, or (2) to Trustee and Servicer by the Holders of
                       Certificates representing not less than 25% of the
                       outstanding principal amount of the Certificates (or for
                       such longer period, not in excess of 120 days, as may be
                       reasonably necessary to remedy such default; provided
                       that such default is capable of remedy within 120 days
                       and Servicer delivers an Officer's Certificate to Trustee
                       to such effect and to the effect that Servicer has
                       commenced or will promptly commence, and will diligently
                       pursue, all reasonable efforts to remedy such default);

                       (iv) the entry of a decree or order by a court or agency
                       or supervisory authority of competent jurisdiction for
                       the appointment of a conservator, receiver, liquidator or
                       trustee for Servicer, Seller, the Transferor, or any of
                       their respective successors, in any bankruptcy,
                       receivership, conservatorship, insolvency or similar
                       proceedings, or for the winding up or liquidation of its
                       affairs, and any such decree or order continues unstayed
                       and in effect for a period of 60 consecutive days; or

                       (v) the consent by Servicer, Seller, the Transferor, or
                       any of their respective successors, to the appointment of
                       a conservator, receiver, liquidator or trustee in any
                       bankruptcy, receivership, conservatorship, insolvency or
                       similar proceedings of or relating to such Person or
                       relating to substantially all of its property, the
                       admission in writing by such Person of its inability to
                       pay its debts generally as they become due, the filing by
                       such Person of a petition to take advantage of any
                       applicable bankruptcy, receivership, conservatorship,
                       insolvency or similar statute, the making by such Person
                       of an assignment for the benefit of its creditors or the
                       voluntary suspension by such Person of payment of its
                       obligations.

Upon the occurrence of any Servicer Termination Event, and so long as a Servicer
Termination Event shall not have been remedied, either Trustee, or the Majority
Holders, by notice then given in writing to Servicer, may terminate all of the
rights and obligations of Servicer (other than the obligations set forth in
Section 7.2) under this Agreement. On or after the receipt by Servicer of such
written notice, all authority and power of Servicer under this Agreement,
whether with respect to the Certificates or the Trust Property or otherwise,
shall pass to and be vested in Trustee or such successor Servicer as may be
appointed under Section 8.2 pursuant to this Section 8.1; and thereupon Trustee
shall be authorized and empowered to execute and deliver, on behalf of Servicer,
as attorney-in-fact or otherwise, any and all documents and other instruments,
and to do or accomplish all other acts or things necessary or appropriate to
effect the purposes of such notice of termination, whether to complete the
transfer and endorsement of the Receivable Files or the Physical Damage
Insurance Policies, the certificates of title to the Financed Vehicles, or
otherwise. Servicer shall cooperate with Trustee or any successor Servicer in
effecting the termination of its responsibilities and rights as Servicer under
this Agreement, including the transfer to Trustee or any successor Servicer for
administration of all cash amounts that are at the



                                       50
<PAGE>

time held by Servicer for deposit, shall have been deposited by Servicer in the
Collection Account, or thereafter shall be received with respect to a
Receivable, all Receivable Files and all information or documents that Trustee
or such successor Servicer may require. In addition, Servicer shall transfer its
electronic records relating to the Receivables to the successor Servicer in such
electronic form as the successor Servicer may reasonably request and shall
transfer to the successor Servicer all other records, correspondence and
documents necessary for the continued servicing of the Receivables in the manner
and at such times as the successor Servicer shall reasonably request. All
reasonable out-of-pocket costs and expenses incurred by the successor Servicer
in connection with the transfer of servicing shall be paid by the predecessor
Servicer upon presentation of reasonable documentation of such costs and
expenses.

                       (b) If any of the foregoing Servicer Termination Events
               occur, Trustee shall have no obligation to notify Holders or any
               other Person of such occurrence prior to the continuance of such
               event through the end of any cure period specified in Section
               8.1(a).

               Section 8.2. Trustee to Act; Appointment of Successor Servicer.
Upon Servicer's resignation pursuant to Section 7.5 or upon Servicer's receipt
of notice of termination as Servicer pursuant to Section 8.1, Trustee shall be
the successor in all respects to Servicer in its capacity as Servicer under this
Agreement, and shall be subject to all the responsibilities, duties and
liabilities relating thereto placed on Servicer by the terms and provisions of
this Agreement, except that Trustee, when acting as successor Servicer, shall
not be obligated to purchase Receivables pursuant to Section 3.7 unless the
obligation to repurchase arose after the date of the notice of termination given
to Servicer pursuant to Section 8.1, and neither Trustee nor any successor
Servicer shall be liable for any acts or omissions of the terminated Servicer or
for any breach by such Servicer of any of its representations or warranties
contained herein or in any related documents or agreements. As compensation
therefor, Trustee shall be entitled to the same Servicing Fees (whether payable
out of the Collection Account or otherwise) and Supplemental Servicing Fees as
Servicer would have been entitled to under this Agreement if no such notice of
termination or resignation had been given. Notwithstanding the above, Trustee
may appoint, or petition a court of competent jurisdiction to appoint, an
Eligible Servicer as the successor to the terminated Servicer under this
Agreement; provided that Trustee shall continue to be the successor to Servicer
until another successor Servicer shall have assumed the responsibilities and
obligations of Servicer. In connection with such appointment, Trustee may make
such arrangements for the compensation of such successor Servicer out of
payments on Receivables as it and such successor shall agree, which shall in no
event be greater than the Servicing Fees and Supplemental Servicing Fees payable
to [______] as Servicer hereunder. Trustee and such successor shall take such
action, consistent with this Agreement, as shall be necessary to effectuate any
such succession. No Servicer shall resign or be relieved of its duties under
this Agreement until a newly appointed Servicer shall have assumed the
responsibilities and obligations of the terminated Servicer under this
Agreement.

               Section 8.3. Effect of Servicing Transfer. (a) After the transfer
of servicing hereunder, Trustee or successor Servicer shall notify Obligors to
make directly to the successor Servicer payments that are due under the
Receivables after the effective date of such transfer.



                                       51
<PAGE>

                       (b) Except as provided in Sections 7.2 and 9.8 after the
               transfer of servicing hereunder, the predecessor Servicer shall
               have no further obligations with respect to the management,
               administration, servicing, custody or collection of the
               Receivables and the successor Servicer shall have all of such
               obligations, except that the predecessor Servicer will transmit
               or cause to be transmitted directly to the successor Servicer for
               its own account, promptly on receipt and in the same form in
               which received, any amounts held by the predecessor Servicer
               (properly endorsed where required for the successor Servicer to
               collect any such items) received as payments upon or otherwise in
               connection with the Receivables and the predecessor Servicer
               shall continue to cooperate with the successor Servicer by
               providing information and in the enforcement of the Dealer
               Agreements and the Physical Damage Insurance Policies.

                       (c) A transfer of servicing hereunder shall not affect
               the rights and duties of the parties hereunder other than those
               relating to the management, administration, servicing, custody or
               collection of the Receivables and the other Trust Property. The
               successor Servicer shall, upon its appointment pursuant to
               Section 8.2 and as part of its duties and responsibilities under
               this Agreement, promptly take all action it deems necessary or
               appropriate so that the predecessor Servicer (in whatever
               capacity) is paid or reimbursed all amounts it is entitled to
               receive under this Agreement on each Distribution Date subsequent
               to the date on which it is terminated as Servicer hereunder.
               Without limiting the generality of the foregoing, the predecessor
               Servicer will be entitled to receive all accrued and unpaid
               Servicing Fees and Supplemental Servicing Fees through and
               including the effective date of the termination of the
               predecessor Servicer.

                       (d) Any successor Servicer shall provide Seller with
               access to the Receivable Files and to the successor Servicer's
               records (whether written or automated) with respect to the
               Receivable Files. Such access shall be afforded without charge,
               but only upon reasonable request and during normal business hours
               at the offices of the successor Servicer. Nothing in this Section
               shall affect the obligation of the successor Servicer to observe
               any applicable law prohibiting disclosure of information
               regarding the Obligors, and the failure of successor Servicer to
               provide access to information as a result of such obligation
               shall not constitute a breach of this Section.

               Section 8.4. Notification to Holders. Upon any notice of a
Servicer Termination Event or upon any termination of, or appointment of a
successor to, Servicer pursuant to this Article VIII, Trustee shall give prompt
written notice thereof to Holders at their respective addresses of record, and
to each Rating Agency.

               Section 8.5. Waiver of Past Servicer Termination Events. The
Majority Holders may, on behalf of all Holders of Certificates, waive any
Servicer Termination Event hereunder and its consequences, except an event
resulting from the failure to make any required deposits or payments to the
Collection Account in accordance with this Agreement. Upon any such waiver of a
past Servicer Termination Event, such event shall cease to exist and shall be
deemed to have been remedied for every purpose of this Agreement. No such waiver
shall extend to any



                                       52
<PAGE>

subsequent or other event or impair any right arising therefrom, except to the
extent expressly so waived.

               Section 8.6. Transfer of Accounts. Notwithstanding the provisions
of Section 8.1, if any of the Accounts or the Reserve Account is maintained with
Servicer or an Affiliate of Servicer and a Servicer Termination Event shall
occur and be continuing, Servicer shall promptly, and in any event within five
Business Days, give notice to Trustee of such Servicer Termination Event, and
Trustee, within _____ days after the receipt of such notice, shall establish new
Eligible Deposit Accounts conforming with the requirements of this Agreement and
promptly shall transfer all funds in any such Accounts or the Reserve Account to
such new Eligible Deposit Accounts.

ARTICLE IX. TRUSTEE.

               Section 9.1. Acceptance by Trustee. Trustee hereby acknowledges
its acceptance of all right, title and interest in and to the Receivables and
the other Trust Property conveyed by Seller pursuant to this Agreement and
hereby declares that Trustee holds and shall hold such right, title and
interest, upon the trust set forth in this Agreement.

               Section 9.2. Duties of Trustee. (a) Trustee, both prior to and
after the curing of a Servicer Termination Event, undertakes to perform only
such duties as are specifically set forth in this Agreement and no implied
covenants or obligations shall be read into this Agreement against Trustee. If a
Servicer Termination Event, of which an Authorized Officer of Trustee has actual
knowledge, shall have occurred and shall not have been cured (the appointment of
a successor Servicer (including Trustee) to constitute a cure for the purposes
of this Article), Trustee shall exercise such of the rights and powers vested in
it by this Agreement, and shall use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs; provided that if Trustee assumes the duties of
Servicer pursuant to Section 8.2, Trustee in performing such duties shall use
the degree of skill and attention required by Section 3.1.

                       (b) Trustee, upon receipt of all resolutions,
               certificates, statements, opinions, reports, documents, orders,
               or other instruments furnished to Trustee that are required
               specifically to be furnished pursuant to any provision of this
               Agreement, shall examine them to determine whether they conform
               to the requirements of this Agreement.

                       (c) No provision of this Agreement shall be construed to
               relieve Trustee from liability for its own negligent action, its
               own negligent failure to act, its own willful misfeasance or its
               own bad faith; provided that:

                       (i) Prior to the occurrence of a Servicer Termination
                       Event, and after the curing of all such Servicer
                       Termination Events that may have occurred, the duties and
                       obligations of Trustee shall be determined solely by the
                       express provisions of this Agreement; Trustee shall not
                       be liable except for the performance of such duties and
                       obligations as are specifically set forth in this
                       Agreement; no implied covenants or



                                       53
<PAGE>

                       obligations shall be read into this Agreement against
                       Trustee; the permissible right of Trustee (solely in its
                       capacity as such) to do things enumerated in this
                       Agreement shall not be construed as a duty; and, in the
                       absence of bad faith on the part of Trustee, or manifest
                       error, Trustee (solely in its capacity as such) may
                       conclusively rely on the truth of the statements and the
                       correctness of the opinions expressed in any certificates
                       or opinions furnished to Trustee and conforming to the
                       requirements of this Agreement;

                       (ii) Trustee shall not be personally liable for an error
                       of judgment made in good faith by an officer of Trustee,
                       unless it shall be proved that Trustee shall have been
                       negligent in performing its duties in accordance with the
                       terms of this Agreement; and

                       (iii) Trustee shall not be personally liable with respect
                       to any action taken, suffered, or omitted to be taken in
                       good faith in accordance with the direction of the
                       Majority Holders, as set forth in Section 8.1, relating
                       to the time, method and place of conducting any
                       proceeding or any remedy available to Trustee, or
                       exercising any trust or power conferred upon Trustee,
                       under this Agreement.

                       (d) Except for the willful misfeasance, bad faith or
               negligence of Trustee, Trustee shall not be required to expend or
               risk its own funds or otherwise incur any financial liability in
               the performance of any of its duties hereunder, or in the
               exercise of any of its rights or powers, if it shall have
               reasonable grounds for believing that the repayment of such funds
               or indemnity satisfactory to it against such risk or liability
               shall not be reasonably assured to it, and none of the provisions
               contained in this Agreement shall in any event require Trustee to
               perform, or be responsible for the manner of performance of, any
               of the obligations of Servicer under this Agreement except during
               such time, if any, as Trustee shall be the successor to, and be
               vested with the rights, duties, powers and privileges of,
               Servicer in accordance with the terms of this Agreement.

                       (e) Except for actions expressly authorized by this
               Agreement, Trustee shall take no action reasonably likely to
               impair the security interests created or existing under any
               Receivable or Financed Vehicle or to impair the value of any
               Receivable or Financed Vehicle.

                       (f) Trustee shall have no power to vary the corpus of the
               Trust including (i) accepting any substitute obligation for a
               Receivable initially assigned to Trustee under this Agreement,
               (ii) adding any other investment, obligation or security, or
               (iii) withdrawing any Receivable, except for a withdrawal
               permitted under this Agreement.

               Section 9.3. Trustee's Certificate. As soon as practicable after
each Deposit Date on which Receivables shall be assigned to Servicer pursuant to
Section 2.4, 3.7 or 10.2, as applicable, Trustee shall execute a certificate,
prepared by Servicer, including its date and the



                                       54
<PAGE>

date of the Agreement, and accompanied by a copy of Servicer's Report for the
related Collection Period. Trustee's certificate shall operate, as of such
Deposit Date, as an assignment pursuant to Section 9.4.

               Section 9.4. Trustee's Assignment of Purchased Receivables. With
respect to all Receivables repurchased by Servicer pursuant to Section 2.4 or
Section 10.2, or purchased by Servicer pursuant to Section 3.7 or Section 10.2,
Trustee shall assign, without recourse, representation or warranty, to Servicer,
all of Trustee's right, title and interest in and to such Receivables, and all
security and documents and all other Trust Property conveyed pursuant to Section
2.1 with respect to such Receivables. Such assignment shall be a sale and
assignment outright, and not for security. If, in any enforcement suit or legal
proceeding, it is held that Servicer, may not enforce any such Receivable on the
ground that it shall not be a real party in interest or a holder entitled to
enforce the Receivable, Trustee shall, at the expense of Servicer, take such
steps as Servicer, deems necessary to enforce the Receivable, including bringing
suit in Trustee's name or the names of the Holders.

               Section 9.5. Certain Matters Affecting Trustee. Except as
otherwise provided in Section 9.2:

                       (a) Trustee may conclusively rely and shall be protected
               in acting or refraining from acting upon any resolution,
               certificate of auditors or accountants or any other certificate,
               statement, instrument, opinion, report, notice, request,
               direction, consent, order, appraisal, bond, note or other paper
               or document believed by it to be genuine and to have been signed
               or presented by the proper party or parties.

                       (b) Trustee may consult with counsel knowledgeable in the
               area 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 under this Agreement in good faith and
               in accordance with such written Opinion of Counsel a copy of
               which shall be provided to Seller and Servicer.

                       (c) Trustee shall be under no obligation to exercise any
               of the rights or powers vested in it by this Agreement, or to
               institute, conduct or defend any litigation under this Agreement
               or in relation to this Agreement, at the request, order or
               direction of any of the Holders pursuant to the provisions of
               this Agreement, unless such Holders shall have offered to Trustee
               security or indemnity satisfactory to Trustee against the costs,
               expenses, and liabilities that may be incurred therein or
               thereby. Nothing contained in this Agreement, however, shall
               relieve Trustee of the obligations, upon the occurrence of a
               Servicer Termination Event that is not timely cured or waived
               pursuant to Section 8.5, to exercise such of the rights and
               powers vested in it by this Agreement, and to use the same degree
               of care and skill in their exercise as a prudent man would
               exercise or use under the circumstances in the conduct of his own
               affairs; provided that if Trustee assumes the duties of Servicer
               pursuant to Section 8.2, Trustee in performing such duties shall
               use the degree of skill and attention required by Section 3.1.



                                       55
<PAGE>

                       (d) Trustee 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, rights or powers
               conferred upon it by this Agreement.

                       (e) Prior to the occurrence of a Servicer Termination
               Event and after the curing of all Servicer Termination Events
               that may have occurred, Trustee shall not be bound to make any
               investigation into the facts of any matters stated in any
               resolution, certificate, statement, instrument, opinion, report,
               notice, request, consent, direction, order, approval, bond, note
               or other paper or document, unless requested in writing so to do
               by the Majority Holders; provided that if the payment within a
               reasonable time to Trustee of the costs, expenses, or liabilities
               likely to be incurred by it in the making of an investigation
               requested by the Holders is, in the opinion of Trustee, not
               reasonably assured to Trustee by the security afforded to it by
               the terms of this Agreement, Trustee may require indemnity
               satisfactory to it against such cost, expense, or liability as a
               condition to so proceeding. The reasonable expense of every such
               examination shall be paid by Servicer, or, if paid by Trustee,
               shall be reimbursed by Servicer upon demand. Nothing in this
               clause (e) shall affect the obligation of Servicer to observe any
               applicable law prohibiting disclosure of information regarding
               the Obligors; provided further, that Trustee shall be entitled to
               make such further inquiry or investigation into such facts or
               matter as it may reasonably see fit, and if Trustee shall
               determine to make such further inquiry or investigation it shall
               be entitled to examine the books and records of Servicer,
               personally or by agent or attorney, at the sole cost and expense
               of Servicer.

                       (f) Trustee may execute any of the trusts or powers
               hereunder or perform any duties under this Agreement either
               directly or by or through agents, attorneys, nominees or a
               custodian, and shall not be liable for the acts of such agents,
               attorney, nominees or custodians except for (i) acts of ________
               or any successor agent carrying out Trustee's obligations with
               respect to the preparation of Servicer Reports and (ii) acts of
               any other agent, attorney, nominee or custodian if (A) Trustee
               has not acted with due care in their appointment or (B) Seller
               has not consented to their appointment.

                       (g) Trustee shall not be required to make any initial or
               periodic examination of any documents or records related to the
               Receivables or Financed Vehicles for the purpose of establishing
               the presence or absence of defects, the compliance by Seller with
               its representations and warranties or for any other purpose.

                       (h) Trustee shall not be construed to be a guarantor of
               the performance of Servicer, nor shall Trustee have any duty to
               monitor the performance of Servicer other than as expressly
               stated in this Agreement.

                       (i) Trustee shall not be required to take notice or be
               deemed to have notice of any Servicer Termination Event
               hereunder, except a Servicer Termination Event under Section
               8.1(a)(i), or (ii), unless Trustee shall be



                                       56
<PAGE>

               specifically notified in writing of such Servicer Termination
               Event by Servicer, Seller or any Holder. All notices or other
               instruments required by this Agreement to be delivered to Trustee
               shall be delivered at the Corporate Trust Office and, in the
               absence of such notice so delivered, Trustee may conclusively
               assume there is no Servicer Termination Event except as
               aforesaid.

               Section 9.6. Trustee Not Liable for Certificates or Receivables.
Trustee assumes no responsibility for the correctness of the recitals contained
herein and in the Certificates (other than the certificate of authentication on
the Certificates). Except as expressly provided herein, Trustee makes no
representations as to the validity or sufficiency of this Agreement or of the
Certificates (other than Trustee's execution of, and the certificate of
authentication on, the Certificates), or of any Receivable or related document,
or for the validity of the execution by Seller and Servicer of this Agreement or
of any supplements hereto or instruments of further assurance, or for the
sufficiency of the Trust Property hereunder, and Trustee shall not be bound to
ascertain or inquire as to the performance or observance of any covenants,
conditions or agreements on the part of Servicer under this Agreement except as
herein set forth; but Trustee may require Servicer to provide full information
and advice as to the performance of the aforesaid covenants, condition and
agreements. Trustee (solely in its capacity as such) shall have no obligation to
perform any of the duties of Servicer, except as explicitly set forth in this
Agreement. Trustee shall have no liability in connection with compliance of
Servicer with statutory or regulatory requirements to the Receivables. Trustee
shall not make or be deemed to have made any representations or warranties with
respect to the Receivables or the validity or sufficiency of any assignment of
the Receivables to the Trust or Trustee. Trustee (solely in its capacity as
such) shall at no time have any responsibility or liability for, or with respect
to, the legality, validity or enforceability of any security interest in any
Financed Vehicle or (prior to the time, if any, that Servicer is terminated as
custodian hereunder) any Receivable, or the perfection and priority of such a
security interest or the maintenance of any such perfection and priority, the
efficacy of the Trust or its ability to generate funds sufficient to provide for
the payments to be distributed to Holders under this Agreement, the existence,
condition, location, and ownership of any Financed Vehicle, the existence and
enforceability of the Insurance Policies, the existence and contents of any
Receivable or any computer or other record thereof, the validity of the
assignment of any Receivable to the Trust or of any intervening assignment, the
completeness of any Receivable, the performance or enforcement of any
Receivable, the compliance by Seller with any warranty or representation made
under this Agreement or in any related document and the accuracy, of any such
warranty or representation, prior to Trustee's receipt of notice or other
discovery of any noncompliance therewith or any breach thereof, any investment
of monies by Servicer or any loss resulting therefrom (it being understood that
Trustee shall remain responsible for any Trust Property that it may hold), the
acts or omissions of Seller, Servicer, or any Obligor, any action of Servicer
taken in the name of Trustee, or any action by Trustee taken at the instruction,
of Servicer (provided that such instruction is not in express violation of the
terms and provisions of this Agreement); provided that the foregoing shall not
relieve Trustee of its obligation to perform its duties under this Agreement.
Except with respect to a claim based on the failure of Trustee to perform its
duties under this Agreement (whether in its capacity as Trustee or as successor
Servicer) or based on Trustee's willful misconduct, negligence, or bad faith, or
based on Trustee's breach of a representation and warranty contained in Section
9.14, no recourse shall be had to Trustee (whether in its individual capacity or
as Trustee) for any claim based on any provision of this Agreement, the
Certificates, or any Receivable or assignment



                                       57
<PAGE>

thereof against Trustee in its individual capacity; Trustee shall not have any
personal obligation, liability, or duty whatsoever to any Holder or any other
Person with respect to any such claim. Trustee shall not be accountable for the
use or application by Seller of the proceeds of such Certificates, or for the
use or application of any funds paid to Servicer in respect of the Receivables
prior to the time such amounts are deposited in the Collection Account (whether
or not the Collection Account is maintained with Trustee). Trustee shall have no
liability for any losses from the investment or reinvestment in Eligible
Investments made in accordance with Section 4.1.

               Section 9.7. Trustee May Own Certificates. Trustee in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights as it would have if it were not Trustee.

               Section 9.8. Trustee's Fees and Expenses. Servicer agrees to pay
to Trustee, and Trustee shall be entitled to, reasonable compensation (which
shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust) for all services rendered by it in the execution of
the trusts created by this Agreement and in the exercise and performance of any
of the powers and duties under this Agreement as Trustee, and Servicer shall pay
or reimburse Trustee upon its request for all reasonable expenses (including
expenses incurred in connection with notices or other communications to
Holders), disbursements and advances (including the reasonable compensation and
the reasonable expenses and disbursements of its counsel and of all persons not
regularly in its employ) incurred or made by Trustee in accordance with any of
the provisions of this Agreement (including the reasonable fees and expenses of
its agents, any co-trustee and counsel) or in defense of any action brought
against it in connection with this Agreement except any such expense,
disbursement or advance as may arise from its negligence, willful misfeasance,
or bad faith. Servicer's covenant to pay the expenses, disbursements and
advances provided for in the preceding sentence shall survive the termination of
this Agreement.

               Section 9.9. Eligibility Requirements for Trustee. Trustee shall
at all times be organized and doing business under the banking laws of the
United States or of any state thereof, shall be authorized under such laws to
exercise corporate trust powers, shall have a consolidated net worth of at least
$50,000,000 and shall be subject to supervision or examination by federal or
state banking authorities. If Trustee shall publish reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purpose of this Section 9.9,
the consolidated net worth of such Trustee shall be deemed to be its
consolidated capital and surplus as set forth in its most recent consolidated
report of condition so published. In case at any time Trustee shall cease to be
eligible in accordance with the provisions of this Section 9.9, Trustee shall
resign immediately in the manner and with the effect specified in Section 9.10.

               Section 9.10. Resignation or Removal of Trustee. (a) Trustee may
at any time resign and be discharged from the trusts hereby created by giving 30
days' prior written notice thereof to Servicer. Upon receiving such notice of
resignation, Servicer shall promptly appoint a successor Trustee, by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor Trustee. If no successor Trustee
shall have been so appointed and have accepted appointment within 30 days after
the giving of



                                       58
<PAGE>

such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee; provided,
however, that such right to appoint or to petition for the appointment of any
such successor Trustee shall in no event relieve the resigning Trustee from any
obligations otherwise imposed on it under this Agreement and the Related
Agreements until such successor Trustee has in fact assumed such appointment.

                       (b) If at any time Trustee shall cease to be eligible in
               accordance with the provisions of Section 9.9 and shall fail to
               resign after written request therefor by Servicer, or if at any
               time Trustee shall be legally unable to act, or shall be adjudged
               bankrupt or insolvent, or a receiver, conservator or liquidator
               of Trustee or of its property shall be appointed, or any public
               officer shall take charge or control of Trustee or of its
               property or affairs for the purpose of rehabilitation,
               conservation or liquidation, then Servicer may remove Trustee. If
               Trustee is removed under the authority of the immediately
               preceding sentence, Servicer shall promptly appoint a successor
               Trustee by written instrument, in duplicate, one copy of which
               instrument shall be delivered to Trustee so removed, the
               successor Trustee, the Holders at their respective addresses of
               record and the Rating Agencies.

                       (c) Any resignation or removal of Trustee and appointment
               of a successor Trustee pursuant to any of the provisions of this
               Section 9.10 shall not become effective until acceptance of
               appointment by the successor Trustee pursuant to Section 9.11.

                       (d) The respective obligations of Seller and Servicer
               described in this Agreement shall survive the removal or
               resignation of Trustee as provided in this Agreement.

               Section 9.11. Successor Trustee. (a) Any successor Trustee
appointed pursuant to Section 9.10 shall execute, acknowledge, and deliver to
Servicer and to its predecessor Trustee an instrument accepting such appointment
under this Agreement, and thereupon the resignation or removal of the
predecessor Trustee shall become effective and such successor Trustee, without
any further act, deed or conveyance, shall become fully vested with all rights,
powers, duties, and obligations of its predecessor under this Agreement, with
like effect as if originally named as Trustee. The predecessor Trustee shall
deliver to the successor Trustee all documents and statements held by it under
this Agreement, and Servicer and the predecessor Trustee shall execute and
deliver such instruments and do such other things as may reasonably be required
for fully and certainly vesting and confirming in the successor Trustee all such
rights, powers, duties, and obligations.

                       (b) No successor Trustee shall accept appointment as
               provided in this Section 9.11 unless at the time of such
               acceptance such successor Trustee shall be eligible pursuant to
               Section 9.9.

                       (c) Upon acceptance of appointment by a successor Trustee
               pursuant to this Section 9.11, Servicer shall mail notice of such
               acceptance by the successor Trustee under this Agreement to all
               Holders at their respective



                                       59
<PAGE>

               addresses of record and to the Rating Agencies. If Servicer shall
               fail to mail such notice within 10 days after acceptance of
               appointment by the successor Trustee, the successor Trustee shall
               cause such notice to be mailed at the expense of Servicer.

                       (d) No predecessor Trustee shall be liable for the acts
               or omissions of any successor Trustee.

               Section 9.12. Merger or Consolidation of Trustee; Assumption of
Obligations of Trustee. Any corporation or banking association which is eligible
to be a successor Trustee under Section 9.9 (a) into which Trustee may be merged
or consolidated, (b) that may result from any merger, conversion or
consolidation to which Trustee shall be a party, or (c) that may succeed by
purchase and assumption to the business of Trustee, where Trustee is not the
surviving entity, which corporation or banking association executes an agreement
of assumption to perform every obligation of Trustee under this Agreement, shall
be the successor of Trustee hereunder, without the execution or filing of any
instrument or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding. Trustee shall promptly notify Servicer
and each Rating Agency of any such merger, conversion, consolidation or purchase
and assumption where Trustee is not the surviving entity.

               Section 9.13. Appointment of Co-Trustee or Separate Trustee. (a)
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Property or any Financed Vehicle may at the time be located,
Servicer and Trustee acting jointly shall have the power and shall execute and
deliver all instruments to appoint one or more Persons approved by Trustee to
act as co-trustee, jointly with Trustee, or separate trustee or separate
trustees, of all or any part of the Trust, and to vest in such Person, in such
capacity and for the benefit of the Holders, such title to the Trust, or any
part thereof, and, subject to the other provisions of this Section 9.13, such
powers, duties, obligations, rights, and trusts as Servicer and Trustee may
consider necessary or desirable. If Servicer shall not have joined in such
appointment within 15 days after the receipt by it of a request so to do, or in
case a Servicer Termination Event shall have occurred and be continuing, Trustee
alone shall have the power to make such appointment. No co-trustee or separate
trustee under this Agreement shall be required to meet the terms of eligibility
as a successor trustee pursuant to Section 9.9 and no notice to Holders of the
appointment of any co-trustee or separate trustee shall be required pursuant to
Section 9.11. Notwithstanding the appointment of a co-trustee or separate
trustee hereunder, Trustee shall not be relieved of any of its obligations under
this Agreement.

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

                       (i) All rights, powers, duties, and obligations conferred
                       or imposed upon Trustee shall be conferred upon and
                       exercised or performed by Trustee and such separate
                       trustee or co-trustee jointly (it being understood that
                       such separate trustee or co-trustee is not authorized to
                       act separately without Trustee joining in such act),
                       except to the extent that under any law of any
                       jurisdiction in which any particular act or acts are to
                       be



                                       60
<PAGE>

                       performed (whether as Trustee under this Agreement or
                       as successor to Servicer under this Agreement), Trustee
                       shall be incompetent or unqualified to perform such act
                       or acts, in which event such rights, powers, duties, and
                       obligations (including the holding of title to the Trust
                       Property or any portion thereof in any such jurisdiction)
                       shall be exercised and performed singly by such separate
                       trustee or co-trustee, but solely at the direction of
                       Trustee.

                       (ii) No trustee under this Agreement shall be personally
                       liable by reason of any act or omission of any other
                       trustee under this Agreement.

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

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

                       (d) Any separate trustee or co-trustee may, at any time,
               appoint Trustee its agent or attorney-in-fact with full power and
               authority, to the extent not prohibited by law, to do any lawful
               act under or in respect of this Agreement on its behalf and in
               its name. If any separate trustee or co-trustee shall die, become
               incapable of acting, resign or be removed, all of its estates,
               properties, rights, remedies and trusts shall vest in and be
               exercised by Trustee, to the extent permitted by law, without the
               appointment of a new or successor trustee. Trustee shall promptly
               notify Servicer and each Rating Agency of any appointment made
               pursuant to this Section 9.13.

               Section 9.14. Representations and Warranties of Trustee. Trustee
makes the following representations and warranties on which Seller, Servicer,
and Holders may rely:

                       (a) Organization and Good Standing. Trustee is a
               [____________________] duly organized, validly existing, and in
               good standing under the laws of ____________.

                       (b) Power and Authority. Trustee has full power,
               authority and legal right to execute, deliver, and perform this
               Agreement and the Related Agreements and has taken all necessary
               action to authorize the execution, delivery, and




                                       61
<PAGE>

               performance by it of this Agreement and the Related Agreements to
               which it is a party.

                       (c) Enforceability. This Agreement and the Related
               Agreements to which it is a party have been duly executed and
               delivered by Trustee and this Agreement and such Related
               Agreements constitute legal, valid and binding obligations of
               Trustee enforceable against Trustee in accordance with their
               respective 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 equitable limitations on the
               availability of specific remedies.

                       (d) No Consent Required. No approval, authorization,
               consent, license or other order or action of, or filing or
               registration with, any governmental authority, bureau or agency
               is required in connection with the execution, delivery or
               performance by Trustee of this Agreement, the Related Agreements
               or the consummation of the transactions contemplated hereby or
               thereby.

                       (e) No Violation. The execution, delivery and performance
               by Trustee of this Agreement and the Related Agreements and the
               consummation of the transactions contemplated hereby and thereby
               will not conflict with, result in any breach of the terms and
               provisions of, constitute (with or without notice or lapse of
               time) a default under, or result in the creation or disposition
               of any Lien upon any of its properties pursuant to the terms of
               (i) the articles of association or by-laws of Trustee, (ii) any
               indenture, contract, lease, mortgage, deed of trust or other
               instrument or agreement to which Trustee is a party or by which
               Trustee is bound or to which any of its properties are subject,
               or (iii) any law, order, rule or regulation applicable to Trustee
               or its properties of any federal or state regulatory body, any
               court, administrative agency or other governmental
               instrumentality having jurisdiction over Trustee or any of its
               properties.

               Section 9.15. Reports by Trustee. Trustee shall provide to any
Holder or Certificate Owner who so requests in writing (addressed to the
Corporate Trust Office) a copy of any Servicer's Report, the annual statement
described in Section 3.10, and the annual accountant's examination described in
Section 3.11. Trustee may require any Holder or Certificate Owner requesting
such report to pay a reasonable sum to cover the cost of Trustee's complying
with such request.

               Section 9.16. Tax Returns. Servicer shall prepare or shall cause
to be prepared any tax returns on Form 1065 (or other applicable form) required
to be filed by the Trust and shall remit such returns to Trustee for signature
at least five days before such returns are due to be filed. Trustee, upon
request, will furnish Servicer with all such information actually known to an
Authorized Officer of Trustee as may be reasonably required in connection with
the preparation of all tax returns of the Trust, and shall, upon request,
execute such returns. Servicer shall prepare the tax returns of the Trust in
accordance with the Code and any regulations (including, to the extent
applicable by their terms, proposed regulations) thereunder.




                                       62
<PAGE>

               Section 9.17. Trustee May Enforce Claims Without Possession of
Certificates. All rights of action and claims under this Agreement or the
Certificates may be prosecuted and enforced by Trustee without the possession of
any of the Certificates or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by Trustee shall be brought in its
own name as trustee. Any recovery of judgment shall, after provision for the
payment of the reasonable compensation, expenses, disbursements and advances of
Trustee, its agents and counsel, be for the ratable benefit of the Holders in
respect of which such judgment has been obtained.

ARTICLE X. TERMINATION.

               Section 10.1. Termination of the Trust. (a) The Trust, and the
respective obligations and responsibilities of Seller, Servicer and Trustee
hereunder, shall terminate (except as otherwise expressly provided herein) upon
the earliest of: (i) the Distribution Date next succeeding the purchase by
Servicer at its option, pursuant to Section 10.2, of the Receivables (other than
Defaulted Receivables) remaining in the Trust, (ii) the payment to Holders of
all amounts required to be paid to them pursuant to this Agreement or (iii) the
Distribution Date next succeeding the month which is six months after the
maturity or the liquidation of the last Receivable held in the Trust and the
disposition of any amounts received upon liquidation of any property remaining
in the Trust; provided that in no event shall the Trust created by this
Agreement continue beyond the expiration of 21 years from the death of the last
survivor of the descendants living on the date of this Agreement of Rose Kennedy
of the Commonwealth of Massachusetts. Servicer shall promptly notify Trustee of
any prospective termination pursuant to this Section 10.1.

                       (b) Notice of any termination, specifying the
               Distribution Date upon which the Holders may surrender the
               Certificates to Trustee for payment of the final distribution and
               cancellation, shall be given promptly by Trustee by letter to
               Holders of record and the Rating Agencies mailed not earlier than
               the 15th day and not later than the 25th day of the month next
               preceding the specified Distribution Date stating the amount of
               any such final payment and that the Record Date otherwise
               applicable to such Distribution Date is not applicable, payments
               being made only upon presentation and surrender of the
               Certificates at the office of Trustee therein specified. Upon
               presentation and surrender of the Certificates, Trustee shall
               cause to be distributed to Holders amounts distributable on such
               Distribution Date pursuant to Section 4.5. Amounts remaining in
               the Trust after distribution, or after setting aside all funds
               required for distribution, to the Holders shall be distributed to
               the Transferor.

                       (c) In the event that all of the Holders shall not
               surrender their Certificates for cancellation within six months
               after the date specified in the above-mentioned written notice,
               Trustee shall give a second written notice to the remaining
               Holders to surrender their Certificates for cancellation and
               receive the final distribution with respect thereto. Trustee
               shall after giving such notice to deliver or cause to be
               delivered to Servicer the Certificate Register. If within one
               year after the second notice all the Certificates shall not have
               been surrendered for cancellation, Servicer may take appropriate
               steps, or may appoint an agent to take



                                       63
<PAGE>

               appropriate steps, to contact the remaining Holders concerning
               surrender of their Certificates, and the cost thereof shall be
               paid out of the funds and other assets that shall remain subject
               to this Agreement. Any funds remaining in the Trust after
               exhaustion of such remedies shall be distributed by Trustee to
               the Transferor.

               Section 10.2. Optional Purchase of All Receivables. If the Pool
Factor shall be .0500000 or less as of the last day of any Collection Period,
Servicer shall have the option to purchase the remaining Trust Property on any
Distribution Date occurring in a subsequent Collection Period. To exercise such
option, Servicer shall deposit the aggregate Purchase Amount for the remaining
Receivables (other than Defaulted Receivables) into the Collection Account on
the Deposit Date occurring in the month in which such repurchase is to be
effected. The payment shall be made in the manner specified in Section 4.4, and
shall be distributed pursuant to Section 4.5. Upon such payment Servicer shall
succeed to and own all interests in and to the Trust Property (subject to the
rights of the Holders to receive a final distribution on the related
Distribution Date).

ARTICLE XI. MISCELLANEOUS PROVISIONS.

               Section 11.1. Amendment. (a) This Agreement may be amended by
Seller, Servicer and Trustee, without the consent of any of the Holders, for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement or modifying in any manner the rights of the
Holders; provided that such action shall not, as evidenced by an Opinion of
Counsel to Seller delivered to Trustee, materially and adversely affect the
interests of any Holder.

                       (b) This Agreement may be amended by Seller, Servicer and
               Trustee without the consent of any of the Holders (i) to add,
               modify or eliminate such provisions as may be necessary or
               advisable in order to enable all or a portion of the Trust to
               qualify as, and to permit an election to be made to cause all or
               a portion of the Trust to be treated as, a "financial asset
               securitization investment trust" as described in the provisions
               of the "Small Business Job Protection Act of 1996," or to enable
               all or a portion of the Trust to qualify and an election to be
               made for similar treatment under such comparable subsequent
               federal income tax provisions as may ultimately be enacted into
               law, and (ii) in connection with any such election, to modify or
               eliminate existing provisions set forth in this Agreement
               relating to the intended federal income tax treatment of the
               Certificates and the Trust in the absence of the election; it
               being a condition to any such amendment that each Rating Agency
               will have notified the Seller, the Servicer and the Trustee in
               writing that the amendment will not result in a reduction or
               withdrawal of the rating of any outstanding Certificates with
               respect to which it is a Rating Agency.

                       (c) This Agreement may be amended by Seller, Servicer and
               Trustee without the consent of any of the Holders to add, modify
               or eliminate such provisions as may be necessary or advisable in
               order to enable (i) the transfer to the Trust of all or any
               portion of the Receivables to be derecognized under



                                       64
<PAGE>

               generally accepted accounting principles ("GAAP") by Seller to
               the Trust, (ii) the Trust to avoid becoming a member of Seller's
               consolidated group under GAAP; or (iii) the Seller, the
               Transferor or any of their Affiliates to otherwise comply with or
               obtain more favorable treatment under any law or regulation or
               any accounting rule or principle; it being a condition to any
               such amendment that each Rating Agency will have notified the
               Seller, the Servicer and the Trustee in writing that the
               amendment will not result in a reduction or withdrawal of the
               rating of any outstanding Certificates with respect to which it
               is a Rating Agency.

                       (d) This Agreement may also be amended from time to time
               by Seller, Servicer and Trustee, with the consent of the Majority
               Holders, for the purpose of adding any provisions to or changing
               in any manner or eliminating any of the provisions of this
               Agreement, or of modifying in any manner the rights of the
               Holders; provided that no such amendment shall (i) increase or
               reduce in any manner the amount of, or accelerate or delay the
               timing of, collections of payments on Receivables or
               distributions that shall be required to be made on any
               Certificate without the consent of all adversely affected
               Holders, (ii) reduce the percentage of the aggregate outstanding
               principal balance of the Certificates, the Holders of which are
               required to consent to any such amendment, without the consent of
               all Holders, (iii) materially and adversely affect the interests
               of either the Class A Holders or the Class B Holders without the
               consent of the Holders of Class A Certificates or Class B
               Certificates, as the case may be, evidencing not less than a
               majority of the aggregate outstanding principal balance of the
               Class A Certificates or the Class B Certificates, as the case may
               be, or (iv) cause either Rating Agency to downgrade or withdraw
               its rating of the Class A Certificates or the Class B
               Certificates without the consent of Holders of Class A
               Certificates or Class B Certificates, as the case may be,
               evidencing more than 66 2/3% of the aggregate outstanding
               principal balance of the Class A Certificates or the Class B
               Certificates, as the case may be. Promptly after the execution of
               any such amendment or consent, Trustee shall furnish written
               notification of the substance of such amendment or consent to
               each Holder.

                       (e) It shall not be necessary for the consent of Holders
               pursuant to this Section 11.1 to approve the particular form of
               any proposed amendment or consent, but it shall be sufficient if
               such consent shall approve the substance thereof. The manner of
               obtaining such consents and of evidencing the authorization of
               the execution thereof by Holders shall be subject to such
               reasonable requirements as Trustee may prescribe.

                       (f) Notice of any amendment of this Agreement shall be
               sent by Servicer to each Rating Agency, at such address as such
               Rating Agency may from time to time specify in writing.

                       (g) In connection with any amendment pursuant to this
               Section 11.1 Trustee shall be entitled to receive an Opinion of
               Counsel to the effect that such amendment is authorized or
               permitted by the Agreement.



                                       65
<PAGE>

               Section 11.2. Protection of Title to Trust Property. (a) Servicer
shall execute and file such financing statements and cause to be executed and
filed such continuation statements, all in such manner and in such places as may
be required by law fully to preserve, maintain and protect the interest of the
Holders and Trustee under this Agreement in the Trust Property and in the
proceeds thereof. Servicer shall deliver (or cause to be delivered) to Trustee
file-stamped copies of, or filing receipts for, any document filed as provided
above, as soon as available following such filing. If Servicer fails to perform
its obligations under this subsection, Trustee may (but shall not be obligated
to) do so, at the expense of Servicer.

                       (b) Neither Seller nor Servicer shall change its name,
               identity or corporate structure in any manner that would, could
               or might make any financing statement or continuation statement
               filed by Servicer in accordance with subsection (a) misleading
               within the meaning of the UCC, unless it shall have given Trustee
               at least 60 days' prior written notice thereof and shall have
               promptly filed appropriate amendments to all previously filed
               financing statements or continuation statements.

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

                       (d) Servicer shall maintain accounts and records as to
               each Receivable accurately and in sufficient detail to permit (i)
               the reader thereof to know at any time the status of such
               Receivable, including payments and recoveries made and payments
               owing (and the nature of each), and (ii) reconciliation between
               payments or recoveries on (or with respect to) each Receivable
               and the amounts from time to time deposited in the Collection
               Account in respect of such Receivable.

                       (e) Servicer shall maintain its computer systems so that,
               from and after the time of sale under this Agreement of the
               Receivables to Trustee, Servicer's master computer records
               (including archives) that shall refer to a Receivable indicate
               clearly that such Receivable is owned by the Trust. Indication of
               the Trust's ownership of a Receivable shall be deleted from or
               modified on Servicer's computer systems when, and only when, the
               Receivable shall be paid or shall become a Purchased Receivable.

                       (f) If at any time Seller, the Transferor or Servicer
               shall propose to sell, grant a security interest in or otherwise
               transfer any interest in motor vehicle loans and/or retail
               installment sales contracts to any prospective purchaser, lender
               or other transferee, Seller, Transferor or Servicer, as the case
               may be, shall give to such prospective purchaser, lender or other
               transferee computer tapes, records or printouts (including any
               restored from archives) that, if they shall refer in any



                                       66
<PAGE>

               manner whatsoever to any Receivable, shall indicate clearly that
               such Receivable has been sold and is owned by the Trust.

                       (g) Upon request, Servicer, at its expense, shall furnish
               to Trustee, within thirty days, a list of all Receivables then
               held as part of the Trust, together with a reconciliation of such
               list to each Schedule of Receivables and to each of Servicer's
               Reports furnished pursuant to Section 3.9 indicating removal of
               Receivables from the Trust.

                       (h) Servicer shall deliver to Trustee upon the Closing
               Date, and upon the execution and delivery of each amendment, if
               any, of this Agreement an Opinion of Counsel to Servicer either
               (i) stating that, in the opinion of such counsel, no filings or
               other action, other than the filings required in the appropriate
               filing offices as described in such opinion, are necessary to
               perfect and maintain (A) the security interest of Trustee in the
               Financed Vehicles, subject to the exceptions stated therein, and
               (B) the interest of Trustee in the Receivables and the proceeds
               thereof against third parties, subject to the exceptions stated
               therein, and reciting the details of such filings or referring to
               prior Opinions of Counsel in which such details are given, or
               (ii) stating that, in the opinion of such counsel, no such action
               shall be necessary to perfect or complete the perfected status of
               such interest.

                       (i) Servicer shall permit Trustee and its agents, at the
               expense of Trustee (except after a Servicer Termination Event, in
               which case such cost will be at the expense of Servicer), at any
               time to inspect, audit and make copies of and abstracts from
               Servicer's records regarding any Receivables then or previously
               included in the Trust.

               Section 11.3. Limitation on Rights of Holders. (a) The death or
incapacity of any Holder shall not operate to terminate this Agreement or the
Trust, or entitle the Holder's 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 Trust, or otherwise affect the rights,
obligations and liabilities of the parties to this Agreement or any of them.

                       (b) No Holder shall have any right to vote (except as
               expressly provided herein) or in any manner otherwise control the
               operation and management of the Trust or the obligations of the
               parties to this Agreement, nor shall anything set forth in this
               Agreement, or contained in the terms of the Certificates, be
               construed so as to constitute the Holders as partners or members
               of an association; nor shall any Holder be under any liability to
               any third party by reason of any action taken pursuant to any
               provision of this Agreement.

                       (c) No Holder shall have any right by virtue or by
               availing itself 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, unless such Holder previously
               shall have given to Trustee a written notice of default and of
               the continuance thereof, as hereinbefore provided, and unless,
               with respect to the



                                       67
<PAGE>

               Class A Certificates, Class A Holders evidencing [not less than a
               majority] of the aggregate outstanding principal balance of the
               Class A Certificates or, with respect to the Class B
               Certificates, Class B Holders evidencing [not less than a
               majority] of the aggregate outstanding principal balance of the
               Class B Certificates, shall have made written request upon
               Trustee to institute such action, suit or proceeding in its own
               name as Trustee under the Agreement and shall have offered to
               Trustee such reasonable indemnity as it may require against the
               costs, expenses and liabilities to be incurred therein or
               thereby, and Trustee, for ___ days after its receipt of such
               notice, request and offer of indemnity satisfactory to it, shall
               have neglected or refused to institute any such action, suit or
               proceeding; no one or more Holders of Certificates 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
               Certificates, or to obtain or seek to obtain priority over or
               preference to any other such Holder or to enforce any right under
               this Agreement, except in the manner provided in this Agreement
               and for the equal, ratable and common benefit of all Class A
               Holders or Class B Holders, as the case may be. For the
               protection and enforcement of the provisions of this Section
               11.3, each Holder and Trustee shall be entitled to such relief as
               can be given either at law or in equity.

               Section 11.4. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS; EXCEPT THAT
THE GRANT OF A SECURITY INTEREST IN THE RESERVE ACCOUNT PROPERTY AND THE
PERFECTION, EFFECT OF PERFECTION, AND PRIORITY OF SUCH SECURITY INTEREST SHALL
BE GOVERNED BY THE LAWS OF THE STATE OF ______________.

               Section 11.5. Notices. All demands, notices, and communications
under this Agreement shall be in writing, personally delivered, or sent by
telecopier, overnight mail or mailed by certified mail, return receipt
requested, and shall be deemed to have been duly given upon receipt (a) in the
case of Seller to BAS Securitization LLC, Bank of America Corporate Center, 100
North Tryon Street, NC1-007-10-07, Charlotte, North Carolina 28255, Attention:
_______________; (b) in the case of Servicer, to [_______________], Attention:
______________; (c) in the case of Trustee, at the Corporate Trust Office,
facsimile number: ______________; (d) in the case of Moody's Investors Service,
Inc., at the following address: Moody's Investors Service, Inc., ABS Monitoring
Department, 99 Church Street, New York, New York 10007, facsimile number: (212)
553-3850; (e) in the case of Standard & Poor's Ratings Service, a division of
The McGraw-Hill Companies, Inc., at the following address: Standard & Poor's
Ratings Service, a division of The McGraw-Hill Companies, Inc., 25 Broadway,
15th Floor, New York, New York 10004, Attention: Asset Backed Surveillance
Department, facsimile number: (212) 208-0030; and (f) in the case of Fitch, to
__________________. Any notice required or permitted to be mailed to a Holder
shall be given by first class mail, postage prepaid, at the address of record of
such Holder. Any notice so mailed within the time prescribed in this Agreement
shall be conclusively presumed to have been duly given, whether or not the
Holder shall receive such notice.



                                       68
<PAGE>

               Section 11.6. Severability of Provisions. If any one or more of
the covenants, provisions or terms of this Agreement shall be for any reason
whatsoever held invalid, then such covenants, provisions or terms shall be
deemed severable from the remaining covenants, provisions or terms of this
Agreement, and shall in no way affect the validity or enforceability of the
other provisions of this Agreement or of the Certificates or the rights of the
Holders thereof.

               Section 11.7. Assignment. Notwithstanding anything to the
contrary contained herein, except as provided in Section 2.5, 3.1, 6.3 and 7.3,
this Agreement may not be assigned by Seller or Servicer. This Agreement may not
be assigned by Trustee except as provided by Sections 9.10 through 9.13.

               Section 11.8. Certificates Nonassessable and Fully Paid. The
interests represented by the Certificates shall be nonassessable for any losses
or expenses of the Trust or for any reason whatsoever, and, upon authentication
thereof by Trustee pursuant to Section 5.1, each Certificate shall be deemed
fully paid.

               Section 11.9. Intention of Parties. (a) The execution and
delivery of this Agreement shall constitute an acknowledgment by Seller and
Trustee, on behalf of the Holders, that it is intended that the assignment and
transfer herein contemplated constitute a sale and assignment outright, and not
for security, of the Receivables and the other Trust Property, conveying good
title thereto free and clear of any liens, from Seller to the Trust, and that
the Receivables and the other Trust Property shall not be a part of Seller's
estate in the event of the insolvency, receivership, conservatorship or the
occurrence of another similar event, of, or with respect to, Seller. In the
event that such conveyance is determined to be made as security for a loan made
by the Trust or the Holders to the Seller, the parties intend that Seller shall
have granted to Trustee a security interest in all of Seller's right, title and
interest in and to the Trust Property conveyed to the Trust pursuant to Section
2.1, and that this Agreement shall constitute a security agreement under
applicable law.

                       (b) The execution and delivery of this Agreement shall
               constitute an acknowledgment by Seller and Trustee on behalf of
               the Holders that they intend that the Trust be classified (for
               Federal tax purposes) as a grantor trust under Subpart E, Part I
               of Subchapter J of the Internal Revenue Code of which the Holders
               are owners, rather than as an association taxable as a
               corporation. The powers granted and obligations undertaken in
               this Agreement shall be construed so as to further such intent.

               Section 11.10. Counterparts. For the purpose of facilitating the
execution of this Agreement and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and all of which counterparts
shall constitute but one and the same instrument.

               Section 11.11. Further Assurances. Seller and Servicer agree to
do and perform, from time to time, any and all acts and to execute any and all
further instruments required or reasonably requested by Trustee more fully to
effect the purposes of this Agreement, including without limitation, the
execution of any financing statements or continuation statements relating to the
Receivables for filing under the provisions of the UCC of any applicable
jurisdiction.



                                       69
<PAGE>

               Section 11.12. No Waiver; Cumulative Remedies. No failure to
exercise and no delay in exercising, on the part of the Trustee or the Holders,
any right, remedy, power or privilege hereunder, shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges therein provided are cumulative and not exhaustive of any
rights, remedies, powers and privileges provided by law.



                                       70
<PAGE>



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

                             BAS SECURITIZATION LLC

                             By: ___________________________________
                                 Name:
                                 Title:

                             [____________________________________], Servicer

                             By: ___________________________________
                                 Name:
                                 Title:

                             __________________________________________ BANK,
                             Trustee

                             By: ___________________________________
                                 Name:
                                 Title:



                                       71
<PAGE>



                                   SCHEDULE A

                          LOCATION OF RECEIVABLE FILES


[____________________________________]




                                       72
<PAGE>


                                   SCHEDULE B

                             SCHEDULE OF RECEIVABLES




                                       73
<PAGE>


                           FORM OF CLASS A CERTIFICATE

                                                                       EXHIBIT A


                         [____________________________]

                    _____% ASSET BACKED CERTIFICATE, CLASS A

Evidencing a fractional undivided interest in the Trust, as defined below, the
property of which includes a pool of fixed rate simple interest retail motor
vehicle loans and/or retail installment sales contracts (the "Receivables")
secured by the new and used automobiles and light duty trucks financed thereby
(the "Financed Vehicles") and sold to the Trust by BAS Securitization LLC.

THIS CERTIFICATE REPRESENTS A FRACTIONAL UNDIVIDED INTEREST IN THE TRUST AND
DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF
[_____________________________]. THIS CERTIFICATE AND THE RECEIVABLES ARE NOT
DEPOSITS AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

NUMBER                                                     CUSIP _____________
_______________________                            $__________________________
                                                   Original Certificate Amount


                                Exhibit A, Page 1


<PAGE>


               THIS CERTIFIES THAT ___________________ is the registered owner
of a ______________ dollars, nonassessable, fully paid, fractional undivided
interest in [_________________] (the "Trust") formed pursuant to a Pooling and
Servicing Agreement dated as of ___________, 200[_] (the "Agreement") among BAS
Securitization LLC (the "Seller"), [__________________](the "Servicer") and
_____________ Bank, a _______________ corporation, as trustee (the "Trustee").

               To the extent not otherwise defined herein, the capitalized terms
used herein have the meanings assigned to them in the Agreement. This
Certificate is one of the duly authorized Certificates designated as "_____%
Asset Backed Certificates, Class A" (herein called the "Class A Certificates").
Also issued under the Agreement are Certificates designated as "_____% Asset
Backed Certificates, Class B" (the "Class B Certificates"). The Class A
Certificates and the Class B Certificates are hereinafter collectively called
the "Certificates." This Certificate is issued under and is subject to the
terms, provisions, and conditions of the Agreement, to which the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound. The Trust Property includes (as more fully described in the Agreement)
a pool of Receivables, certain monies received under the Receivables after
___________ __, 200[_] (the "Cutoff Date"), security interests in the Financed
Vehicles, and proceeds of the foregoing.

               Subject to the terms and conditions of the Agreement (including
the availability of funds for distributions) and until the obligations created
by the Agreement shall have terminated in accordance therewith, there will be
distributed, but only from funds on deposit in the Class A Distribution Account,
on the _th day of each month or, if such _th day is not a Business Day, the next
succeeding Business Day (each such date, a "Distribution Date"), commencing
_________ __, 200[_], to the Person in whose name this Certificate is registered
at the close of business on the last day of the preceding Collection Period (the
"Record Date"), such Holder's fractional undivided interest in the amounts to be
distributed to Class A Holders pursuant to the Agreement on such Distribution
Date.

               Distributions on this Certificate will be made by Trustee by
check mailed to the Holder of record at its address as it appears in the
Certificate Register without the presentation or surrender of this Certificate
or the making of any notation hereon, except that with respect to a Certificate
registered in the name of a Clearing Agency or its nominee, distributions will
be made by wire transfer of immediately available funds. Except as otherwise
provided in the Agreement and notwithstanding the above, the final distribution
on this Certificate will be made after due notice by Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency maintained for that purpose by Trustee.

               This Certificate does not purport to summarize the Agreement and
reference is hereby made to the Agreement for information with respect to the
rights, benefits, obligations and duties evidenced thereby.

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



                                Exhibit A, Page 2
<PAGE>

               Each Holder, by its acceptance of a Certificate or a beneficial
interest in a Certificate, acknowledges and agrees that they intend that the
Trust be classified (for Federal tax purposes) as a grantor trust under Subpart
E, Part I of Subchapter J of the Internal Revenue Code of which the Holders are
owners, rather than as an association taxable as a corporation.

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

                                    [__________________________________________]

                                    By:___________________________________ BANK,
                                        as Trustee

                                    By:_________________________________________
                                        Authorized Officer

                                    DATED:

                                    [SEAL]

                                    ATTEST:

                                    ____________________________________________
                                    Authorized Officer

Trustee's Certificate of Authentication:

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

                                    ______________________________________ BANK,
                                          as Trustee

                                    By:_________________________________________
                                          Authorized Officer

                                Exhibit A, Page 3



<PAGE>


                           FORM OF CLASS B CERTIFICATE

                                                                       EXHIBIT B

                         [_____________________________]

                    _____% ASSET BACKED CERTIFICATE, CLASS B


Evidencing a fractional undivided interest in the Trust, as defined below, the
property of which includes a pool of fixed rate simple interest retail motor
vehicle loans and/or retail installment sales contracts (the "Receivables")
secured by the new and used automobiles and light duty trucks financed thereby
(the "Financed Vehicles") and sold to the Trust by BAS Securitization LLC.

THIS CERTIFICATE REPRESENTS A FRACTIONAL UNDIVIDED INTEREST IN THE TRUST AND
DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF [_________________________]
THIS CERTIFICATE AND THE RECEIVABLES ARE NOT DEPOSITS AND ARE NOT INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

NUMBER                                                        CUSIP ___________
_____________________________                       $__________________________
                                                    Original Certificate Amount


                                Exhibit B, Page 1

<PAGE>



               THIS CERTIFIES THAT ________________ is the registered owner of a
_________________ dollars, nonassessable, fully paid, fractional undivided
interest in the [__________________] (the "Trust") formed pursuant to a Pooling
and Servicing Agreement dated as of ________ __, 200[_] (the "Agreement") among
BAS Securitization LLC, a Delaware limited liability company (the "Seller"),
[_____________________] (the "Servicer") and _____________ Bank, a _____________
corporation, as trustee (the "Trustee").

               To the extent not otherwise defined herein, the capitalized terms
used herein have the meanings assigned to them in the Agreement. This
Certificate is one of the duly authorized Certificates designated as "_____%
Asset Backed Certificates, Class B" (herein called the "Class B Certificates").
Also issued under the Agreement are Certificates designated as "_____% Asset
Backed Certificates, Class A" (the "Class A Certificates"). The Class A
Certificates and the Class B Certificates are hereinafter collectively called
the "Certificates." This Certificate is issued under and is subject to the
terms, provisions, and conditions of the Agreement, to which the Holder of this
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound. The Trust Property includes (as more fully described in the Agreement)
a pool of Receivables, certain monies received under the Receivables after
________ __, 200[_] (the "Cutoff Date"), security interests in the Financed
Vehicles, and proceeds of the foregoing. The rights of the Holder of the Class B
Certificates are subordinated to the rights of the Holders of the Class A
Certificates to the extent set forth in the Agreement.

               Subject to the terms and conditions of the Agreement (including
the availability of funds for distributions and the subordination of the Class B
Certificates) and until the obligations created by the Agreement shall have
terminated in accordance therewith, there will be distributed, but only from
funds on deposit in the Class B Distribution Account, on the _th day of each
month or, if such _th day is not a Business Day, the next succeeding Business
Day (each such date, a "Distribution Date"), commencing _______ _, 200[_], to
the Person in whose name this Certificate is registered at the close of business
on the last day of the preceding Collection Period (the "Record Date"), such
Holder's fractional undivided interest in the amounts to be distributed to Class
B Holders pursuant to the Agreement on such Distribution Date.

               Distributions on this Certificate will be made by Trustee by
check mailed to the Holder of record at its address as it appears in the
Certificate Register without the presentation or surrender of this Certificate
or the making of any notation hereon, except that with respect to a Certificate
registered in the name of a Clearing Agency or its nominee, distributions will
be made by wire transfer of immediately available funds. Except as otherwise
provided in the Agreement and notwithstanding the above, the final distribution
on this Certificate will be made after due notice by Trustee of the pendency of
such distribution and only upon presentation and surrender of this Certificate
at the office or agency maintained for that purpose by Trustee.

               This Certificate does not purport to summarize the Agreement and
reference is hereby made to the Agreement for information with respect to the
rights, benefits, obligations and duties evidenced thereby.

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


                                Exhibit B, Page 2

<PAGE>

               Each Holder, by its acceptance of a Certificate or a beneficial
interest in a Certificate, acknowledges and agrees that they intend that the
Trust be classified (for Federal tax purposes) as a grantor trust under Subpart
E, Part I of Subchapter J of the Internal Revenue Code of which the Holders are
owners, rather than as an association taxable as a corporation.

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

                                    [__________________________________________]

                                    By:_________________________BANK, as Trustee

                                    By:_________________________________________
                                       Authorized officer

                                    DATED:

                                    [SEAL]

                                    ATTEST:

                                    ____________________________________________
                                    Authorized Officer

Trustee's Certificate of Authentication:

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

                                    ___________________________ BANK, as Trustee

                                    By:_________________________________________
                                       Authorized Officer



                                Exhibit B, Page 3

<PAGE>

                                                                       EXHIBIT C


                            Form of Servicer's Report



                                Exhibit C, Page 1

<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                          PAGE
                                                                                          ----
<S>                                                                                       <C>
ARTICLE I.        DEFINITIONS...............................................................1

        Section 1.1.      Definitions.......................................................1
        Section 1.2.      Other Interpretative Provisions..................................17
        Section 1.3.      Calculations.....................................................18
        Section 1.4.      References.......................................................18
        Section 1.5.      Action by or Consent of Holders..................................18

ARTICLE II.       THE TRUST PROPERTY.......................................................18

        Section 2.1.      Conveyance of Trust Property.....................................18
        Section 2.2.      Representations and Warranties as to Each Receivable.............18
        Section 2.3.      Representations and Warranties as to the Receivables in
                          the Aggregate..............................................      22
        Section 2.4.      Repurchase upon Breach...........................................22
        Section 2.5.      Custodian of Receivable Files....................................23

ARTICLE III.      ADMINISTRATION AND SERVICING OF TRUST PROPERTY...........................25

        Section 3.1.      Duties of Servicer...............................................25
        Section 3.2.      Collection of Receivable Payments................................26
        Section 3.3.      Realization upon Receivables.....................................27
        Section 3.4.      Physical Damage Insurance........................................27
        Section 3.5.      Maintenance of Security Interests in Financed Vehicles...........28
        Section 3.6.      Covenants of Servicer............................................28
        Section 3.7.      Purchase by Servicer upon Breach.................................29
        Section 3.8.      Servicing Compensation...........................................29
        Section 3.9.      Servicer's Report................................................30
        Section 3.10.     Annual Statement as to Compliance................................30
        Section 3.11.     Annual Independent Certified Public Accountants' Report..........30
        Section 3.12.     Access to Certain Documentation and Information Regarding
                          Receivables......................................................31
        Section 3.13.     Reports to the Commission........................................31
        Section 3.14.     Reports to the Rating Agency.....................................31
        Section 3.15.     Servicer Expenses................................................31

ARTICLE IV.       DISTRIBUTIONS; RESERVE ACCOUNT; STATEMENTS TO HOLDERS....................31

        Section 4.1.      Establishment of Accounts........................................31
        Section 4.2.      Collections......................................................33
        Section 4.3.      [Reserved].......................................................34
        Section 4.4.      Additional Deposits; Net Deposits................................34
        Section 4.5.      Distributions....................................................34
        Section 4.6.      Reserve Account..................................................36
        Section 4.7.      Statements to Holders............................................38

ARTICLE V.        THE CERTIFICATES.........................................................39
</TABLE>



                                      -i-
<PAGE>

<TABLE>
<S>                                                                                       <C>
        Section 5.1.      The Certificates.................................................39
        Section 5.2.      Authentication of Certificates...................................40
        Section 5.3.      Registration of Transfer and Exchange of Certificates............40
        Section 5.4.      Mutilated, Destroyed, Lost or Stolen Certificates................40
        Section 5.5.      Persons Deemed Owners............................................41
        Section 5.6.      Access to List of Holders' Names and Addresses...................41
        Section 5.7.      Maintenance of Office or Agency..................................41
        Section 5.8.      Book Entry Certificates..........................................41
        Section 5.9.      Notices to Clearing Agency.......................................42
        Section 5.10.     Definitive Certificates..........................................42

ARTICLE VI.       SELLER...................................................................43

        Section 6.1.      Representations and Warranties of Seller.........................43
        Section 6.2.      [RESERVED].......................................................44
        Section 6.3.      Merger or Consolidation of Seller; Assumption of the
                          Obligations of Seller............................................44
        Section 6.4.      Limitation on Liability of Seller and Others.....................45
        Section 6.5.      [RESERVED].......................................................45

ARTICLE VII.      SERVICER.................................................................45

        Section 7.1.      Representations and Warranties of Servicer.......................45
        Section 7.2.      Indemnities of Servicer..........................................47
        Section 7.3.      Merger or Consolidation of Servicer; Assumption of the
                          Obligations of Servicer..........................................48
        Section 7.4.      Limitation on Liability of Servicer and Others...................48
        Section 7.5.      [______] Not To Resign as Servicer...............................48
        Section 7.6.      Servicer May Own Certificates....................................49
        Section 7.7.      Existence........................................................49

ARTICLE VIII.     SERVICING TERMINATION....................................................49

        Section 8.1.      Servicer Termination Events......................................49
        Section 8.2.      Trustee to Act; Appointment of Successor Servicer................51
        Section 8.3.      Effect of Servicing Transfer.....................................51
        Section 8.4.      Notification to Holders..........................................52
        Section 8.5.      Waiver of Past Servicer Termination Events.......................52
        Section 8.6.      Transfer of Accounts.............................................53

ARTICLE IX.       TRUSTEE..................................................................53

        Section 9.1.      Acceptance by Trustee............................................53
        Section 9.2.      Duties of Trustee................................................53
        Section 9.3.      Trustee's Certificate............................................54
        Section 9.4.      Trustee's Assignment of Purchased Receivables....................55
        Section 9.5.      Certain Matters Affecting Trustee................................55
        Section 9.6.      Trustee Not Liable for Certificates or Receivables...............57
        Section 9.7.      Trustee May Own Certificates.....................................58
        Section 9.8.      Trustee's Fees and Expenses......................................58
        Section 9.9.      Eligibility Requirements for Trustee.............................58
</TABLE>


                                      -ii-

<PAGE>


<TABLE>
<S>                                                                                       <C>
        Section 9.10.     Resignation or Removal of Trustee................................58
        Section 9.11.     Successor Trustee................................................59
        Section 9.12.     Merger or Consolidation of Trustee; Assumption of
                          Obligations of Trustee...........................................60
        Section 9.13.     Appointment of Co-Trustee or Separate Trustee....................60
        Section 9.14.     Representations and Warranties of Trustee........................61
        Section 9.15.     Reports by Trustee...............................................62
        Section 9.16.     Tax Returns......................................................62
        Section 9.17.     Trustee May Enforce Claims Without Possession of Certificates....63

ARTICLE X.        TERMINATION..............................................................63

        Section 10.1.     Termination of the Trust.........................................63
        Section 10.2.     Optional Purchase of All Receivables.............................64

ARTICLE XI.       MISCELLANEOUS PROVISIONS.................................................64

        Section 11.1.     Amendment........................................................64
        Section 11.2.     Protection of Title to Trust Property............................66
        Section 11.3.     Limitation on Rights of Holders..................................67
        Section 11.4.     Governing Law....................................................68
        Section 11.5.     Notices..........................................................68
        Section 11.6.     Severability of Provisions.......................................69
        Section 11.7.     Assignment.......................................................69
        Section 11.8.     Certificates Nonassessable and Fully Paid........................69
        Section 11.9.     Intention of Parties.............................................69
        Section 11.10.    Counterparts.....................................................69
        Section 11.11.    Further Assurances...............................................69
        Section 11.12.    No Waiver; Cumulative Remedies...................................70

SCHEDULE

SCHEDULE A     LOCATION OF RECEIVABLE FILES
SCHEDULE B     SCHEDULE OF RECEIVABLES

                                    EXHIBITS

EXHIBIT A             FORM OF Class A CERTIFICATE
EXHIBIT B             FORM OF Class B CERTIFICATE
EXHIBIT C             FORM OF SERVICER'S REPORT
</TABLE>


                                     -iii-