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                                                                    Exhibit 10.3


                        FORM OF ADMINISTRATION AGREEMENT

       This ADMINISTRATION AGREEMENT, dated as of __________ ___, 200[ ] (as
from time to time amended, supplemented or otherwise modified and in effect,
this "Agreement"), is by and among [                       ], a _________
[common law trust] [limited liability company] (the "Issuer"),
[                       ], a [   ], as administrator (the "Administrator"),
and ___-_________, a ___________, not in its individual capacity but solely as
Indenture Trustee (the "Indenture Trustee").

       WHEREAS, the Issuer is issuing the Notes pursuant to the Indenture and
the Certificates pursuant to the Trust Agreement and has entered into certain
agreements in connection therewith, including (i) the Sale and Servicing
Agreement, (ii) the Depository Agreements, and (iii) the Indenture (the Sale and
Servicing Agreement, the Depository Agreements and the Indenture being referred
to hereinafter collectively as the "Related Agreements");

       WHEREAS, the Issuer and the Owner Trustee desire to have the
Administrator perform certain duties of the Issuer and the Owner Trustee under
the Related Agreements and to provide such additional services consistent with
the terms of this Agreement and the Related Agreements as the Issuer and the
Owner Trustee may from time to time request; and

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

       NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto, intending to be legally
bound, agree as follows:

1. Definitions and Usage. Except as otherwise specified herein or as the context
may otherwise require, capitalized terms used but not otherwise defined herein
are defined in Appendix X to the Sale and Servicing Agreement, which also
contains rules as to usage that shall be applicable herein.

2. Duties of the Administrator. Duties with Respect to the Indenture and the
Depository Agreements.

       (a)    The Administrator agrees to perform all its duties as
              Administrator and the duties of the Issuer under the Depository
              Agreements. In addition, the Administrator shall consult with the
              Owner Trustee regarding the duties of the Issuer under the
              Indenture and the Depository Agreements.


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       (b)    The Administrator shall monitor the performance of the Issuer and
              shall advise the Owner Trustee when action is necessary to comply
              with the Issuer's duties under the Indenture and the Depository
              Agreements.

       (c)    The Administrator shall prepare for execution by the Issuer, or
              shall cause the preparation by appropriate persons of, all such
              documents, reports, filings, instruments, certificates and
              opinions that it shall be the duty of the Issuer to prepare, file
              or deliver pursuant to the Indenture and the Depository
              Agreements.

       (d)    In furtherance of the foregoing, the Administrator shall take all
              appropriate action that is the duty of the Issuer to take pursuant
              to the Indenture including, without limitation, such of the
              foregoing as are required with respect to the following matters
              under the Indenture (references are to sections of the Indenture):

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

              (2)    the preparation of or obtaining of the documents and
                     instruments required for authentication of the Notes and
                     delivery of the same to the Indenture Trustee (Section
                     2.2);

              (3)    the preparation, obtaining or filing of the instruments,
                     opinions and certificates and other documents required for
                     the release of property from the lien of the Indenture
                     (Section 2.9);

              (4)    the preparation of Definitive Notes in accordance with the
                     instructions of the Clearing Agency (Section 2.12);

              (5)    the maintenance of an office in the [ ], for registration
                     of transfer or exchange of Notes (Section 3.2);

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

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

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

              (9)    the preparation of all supplements and amendments to the
                     Indenture and all financing statements, continuation
                     statements, instruments of further


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                     assurance and other instruments and the taking of such
                     other action as is necessary or advisable to protect the
                     Trust Estate (Section 3.5);

              (10)   the delivery of the Opinion of Counsel on the Closing Date
                     and the annual delivery of Opinions of Counsel as to the
                     Trust Estate, and the annual delivery of the Officer's
                     Certificate and certain other statements as to compliance
                     with the Indenture (Sections 3.6 and 3.9);

              (11)   the identification to the Indenture Trustee in an Officer's
                     Certificate of any Person with whom the Issuer has
                     contracted to perform its duties under the Indenture
                     (Section 3.7(b));

              (12)   the notification of the Indenture Trustee and the Rating
                     Agencies of an Event of Servicing Termination under the
                     Sale and Servicing Agreement and, if such Event of
                     Servicing Termination arises from the failure of the
                     Servicer to perform any of its duties under the Sale and
                     Servicing Agreement with respect to the Receivables, the
                     taking of all reasonable steps available to remedy such
                     failure (Section 3.7(d));

              (13)   the preparation and obtaining of documents and instruments
                     required for the transfer by the Issuer of its properties
                     or assets (Section 3.10(b));

              (14)   the duty to cause the Servicer to comply with Sections 4.9,
                     4.10 and 4.11 of the Sale and Servicing Agreement (Section
                     3.14);

              (15)   the delivery of written notice to the Indenture Trustee and
                     the Rating Agencies of each Event of Default under the
                     Indenture and each default by the Servicer or the Seller
                     under the Sale and Servicing Agreement (Section 3.18);

              (16)   the monitoring of the Issuer's obligations as to the
                     satisfaction and discharge of the Indenture and the
                     preparation of an Officer's Certificate and the obtaining
                     of the Opinions of Counsel and the Independent Certificate
                     relating thereto (Section 4.1);

              (17)   the monitoring of the Issuer's obligations as to the
                     satisfaction, discharge and defeasance of the Notes and the
                     preparation of an Officer's Certificate and the obtaining
                     of an opinion of a nationally recognized firm of
                     independent certified public accountants, a written
                     confirmation thereof and the Opinions of Counsel relating
                     thereto (Section 4.1);

              (18)   the preparation and delivery of an Officer's Certificate to
                     the Indenture Trustee after the occurrence of any event
                     which with the giving of notice and the lapse of time would
                     become an Event of Default under Section 5.1(c) of the
                     Indenture, its status and what action the Issuer is taking
                     or proposes to take with respect thereto (Section 5.1);


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              (19)   the compliance with any written directive of the Indenture
                     Trustee with respect to the sale of the Trust Estate at one
                     or more public or private sales called and conducted in any
                     manner permitted by law if an Event of Default shall have
                     occurred and be continuing (Section 5.4);

              (20)   the preparation and delivery of notice to Noteholders of
                     the removal of the Indenture Trustee and the appointment of
                     a successor Indenture Trustee (Section 6.8);

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

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

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

              (24)   the preparation and delivery of Issuer Orders, Officer's
                     Certificates and Opinions of Counsel and all other actions
                     necessary with respect to investment and reinvestment, to
                     the extent permitted, of funds in Trust Accounts (Sections
                     8.2 and 8.3);

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

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

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

              (28)   the notification of Noteholders of redemption of the Notes
                     or duty to cause the Indenture Trustee to provide such
                     notification (Section 10.2);

              (29)   the preparation and delivery of all Officer's Certificates
                     and the obtaining of Opinions of Counsel and Independent
                     Certificates with respect to any


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                     requests by the Issuer to the Indenture Trustee to take any
                     action under the Indenture (Section 11.1(a));

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

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

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

              (33)   the recording of the Indenture, if applicable (Section
                     11.15).

       (e)    Payment of Fees by the Administrator:

              (1)    [the Administrator will pay the Indenture Trustee from time
                     to time reasonable compensation for all services rendered
                     by the Indenture Trustee under the Indenture (which
                     compensation shall not be limited by any provision of law
                     in regard to the compensation of a trustee of an express
                     trust);] and

              (2)    [except as otherwise expressly provided in the Indenture,
                     reimburse the Indenture Trustee upon its request for all
                     reasonable expenses, disbursements and advances incurred or
                     made by the Indenture Trustee in accordance with any
                     provision of the Indenture (including the reasonable
                     compensation, expenses and disbursements of its agents and
                     counsel), except any such expense, disbursement or advance
                     as may be attributable to its negligence or bad faith.]

       (f)    Additional Duties. In addition to the duties of the Administrator
              set forth above, the Administrator shall perform such calculations
              and shall prepare or shall cause the preparation by other
              appropriate persons of, and shall execute on behalf of the Issuer
              or the Owner Trustee, all such documents, reports, filings,
              instruments, certificates and opinions that it shall be the duty
              of the Issuer or the Owner Trustee to prepare, file or deliver
              pursuant to the Related Agreements, and at the request of the
              Owner Trustee shall take all appropriate action that it is the
              duty of the Issuer or the Owner Trustee to take pursuant to the
              Related Agreements. Subject to Section 5 of this Agreement, and in
              accordance with the directions of the Owner Trustee, the
              Administrator shall administer, perform or supervise the
              performance of such other activities in connection with the
              Collateral (including the Related Agreements) as are not covered
              by any of the foregoing provisions and as are expressly requested
              by the Owner Trustee and are reasonably within the capability of
              the Administrator:


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              (1)    Notwithstanding anything in this Agreement or the Related
                     Agreements to the contrary, the Administrator shall be
                     responsible for promptly notifying the Owner Trustee in the
                     event that any withholding tax is imposed on the Issuer's
                     payments (or allocations of income) to a Certificateholder
                     as contemplated in Section 5.2(c) of the Trust Agreement.
                     Any such notice shall specify the amount of any withholding
                     tax required to be withheld by the Owner Trustee pursuant
                     to such provision.

              (2)    Notwithstanding anything in this Agreement or the Related
                     Agreements to the contrary, the Administrator shall be
                     responsible for performance of the duties of the Trust or
                     the Owner Trustee set forth in Section 5.5(a), (b), (c),
                     (d) and (e) and Section 5.6(a) of the Trust Agreement with
                     respect to, among other things, accounting and reports to
                     Certificateholders.

              (3)    The Administrator will provide prior to __________ ___,
                     200[ ], a certificate of an Authorized Officer in form and
                     substance satisfactory promptly notify the Owner Trustee as
                     to whether any tax withholding is then required and, if
                     required, the procedures to be followed with respect
                     thereto to comply with the requirements of the Code. The
                     Administrator shall be required to update the letter in
                     each instance that any additional tax withholding is
                     subsequently required or any previously required tax
                     withholding shall no longer be required.

              (4)    The Administrator shall perform the duties of the
                     Administrator specified in Section 10.2 of the Trust
                     Agreement required to be performed in connection with the
                     resignation or removal of the Owner Trustee, and any other
                     duties expressly required to be performed by the
                     Administrator pursuant to the Trust Agreement.

              (5)    In carrying out the foregoing duties or any of its other
                     obligations under this Agreement, the Administrator may
                     enter into transactions or otherwise deal with any of its
                     Affiliates; provided, however, that the terms of any such
                     transactions or dealings shall be in accordance with any
                     directions received from the Issuer and shall be, in the
                     Administrator's opinion, no less favorable to the Issuer
                     than would be available from unaffiliated parties.

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

              (1)    the amendment of or any supplement to the Indenture;


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              (2)    the initiation of any claim or lawsuit by the Issuer and
                     the compromise of any action, claim or lawsuit brought by
                     or against the Issuer (other than in connection with the
                     collection of the Receivables or Permitted Investments);

              (3)    the amendment, change or modification of the Related
                     Agreements;

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

              (5)    the removal of the Indenture Trustee.

       (h)    Notwithstanding anything to the contrary in this Agreement, the
              Administrator shall not be obligated to, and shall not, (x) make
              any payments to the Noteholders under the Related Agreements, (y)
              sell the Trust Estate pursuant to Section 5.4 of the Indenture or
              (z) take any other action that the Issuer directs the
              Administrator not to take on its behalf.

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

4. Compensation. As compensation for the performance of the Administrator's
obligations under this Agreement and, as reimbursement for its expenses related
thereto, the Administrator shall be entitled to $_____ annually which shall be
solely an obligation of the Servicer.

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

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

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


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

9. Term of Agreement; Resignation and Removal of Administrator. (a) This
Agreement shall continue in force until the dissolution of the Issuer, upon
which event this Agreement shall automatically terminate.

       (b)    Subject to Sections 9(e) and 9(f), the Administrator may resign
              its duties hereunder by providing the Issuer with at least sixty
              (60) days' prior written notice.

       (c)    Subject to Sections 9(e) and 9(f), the Issuer may remove the
              Administrator without cause by providing the Administrator with at
              least sixty (60) days' prior written notice.

       (d)    Subject to Sections 9(e) and 9(f), at the sole option of the
              Issuer, the Administrator may be removed immediately upon written
              notice of termination from the Issuer to the Administrator if any
              of the following events shall occur:

              (1)    the Administrator shall default in the performance of any
                     of its duties under this Agreement and, after notice of
                     such default, shall not cure such default within ten (10)
                     days (or, if such default cannot be cured in such time,
                     shall not give within ten (10) days such assurance of cure
                     as shall be reasonably satisfactory to the Issuer);

              (2)    a court having jurisdiction in the premises shall enter a
                     decree or order for relief, and such decree or order shall
                     not have been vacated within sixty (60) days, in respect of
                     the Administrator in any involuntary case under any
                     applicable bankruptcy, insolvency or other similar law now
                     or hereafter in effect or appoint a receiver, liquidator,
                     assignee, custodian, trustee, sequestrator or similar
                     official for the Administrator or any substantial part of
                     its property or order the winding-up or liquidation of its
                     affairs; or

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


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              The Administrator agrees that if any of the events specified in
              clauses (2) or (3) of this Section 9(c) shall occur, it shall give
              written notice thereof to the Issuer and the Trustee within seven
              (7) days after the happening of such event.

       (e)    No resignation or removal of the Administrator pursuant to this
              Section 9 shall be effective until (1) a successor Administrator
              shall have been appointed by the Issuer and (2) such successor
              Administrator shall have agreed in writing to be bound by the
              terms of this Agreement in the same manner as the Administrator is
              bound hereunder.

       (f)    The appointment of any successor Administrator shall be effective
              only after satisfaction of the Rating Agency Condition with
              respect to the proposed appointment.

       (g)    Subject to Sections 9(e) and 9(f), the Administrator acknowledges
              that upon the appointment of a successor Servicer pursuant to the
              Sale and Servicing Agreement, the Administrator shall immediately
              resign and such successor Servicer shall automatically become the
              Administrator under this Agreement.

10. Action upon Termination, Resignation or Removal. Promptly upon the effective
date of termination of this Agreement pursuant to Section 9(a) or the
resignation or removal of the Administrator pursuant to Section 9(b) or (c),
respectively, the Administrator shall be entitled to be paid all fees and
reimbursable expenses accruing to it to the date of such termination,
resignation or removal. The Administrator shall forthwith upon such termination
pursuant to Section 9(a) deliver to the Issuer all property and documents of or
relating to the Collateral then in the custody of the Administrator. In the
event of the resignation or removal of the Administrator pursuant to Section
9(b) or (c), respectively, the Administrator shall cooperate with the Issuer and
take all reasonable steps requested to assist the Issuer in making an orderly
transfer of the duties of the Administrator.

11. Notices. Any notice, report or other communication given hereunder shall be
in writing and addressed as follows:

       (a)    if to the Issuer or the Owner Trustee, to:

                      [                                 ]
                      c/o ______________________________

                      ----------------------------------

                      ----------------------------------
                      Attention:  ______________________
                      Telephone:  ______________________
                      Telecopy:  _______________________


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       (b)    if to the Administrator, to:

                      [                                 ]
                      [                                 ]
                      [                                 ]
                      Attention:  ______________________
                      Telephone:  ______________________
                      Telecopy:  _______________________

       (c)    If to the Indenture Trustee, to:


                      ----------------------------------

                      ----------------------------------
                      Attention:  ______________________
                      Telephone:  ______________________
                      Telecopy:  _______________________

or to such other address as any party shall have provided to the other parties
in writing. Any notice required to be in writing hereunder shall be deemed given
if such notice is mailed by certified mail, postage prepaid, or hand-delivered
to the address of such party as provided above.

12. Amendments. This Agreement may be amended from time to time by a written
amendment duly executed and delivered by the Issuer, the Administrator and the
Indenture Trustee, with the written consent of the Owner Trustee, without the
consent of the Noteholders and the Certificateholders, for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of the Noteholders or
Certificateholders; provided that, unless the Rating Agency Condition shall have
been satisfied, such amendment will not, as set forth in an Opinion of Counsel
satisfactory to the Indenture Trustee and the Owner Trustee, materially and
adversely affect the interest of any Noteholder or Certificateholder. This
Agreement may also be amended by the Issuer, the Administrator and the Indenture
Trustee with the written consent of the Owner Trustee and the Noteholders of
Notes evidencing not less than a majority of the Notes Outstanding and the
Certificateholders of Certificates evidencing not less than a majority of the
Certificate Balance 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 Noteholders or the Certificateholders;
provided, however, that no such amendment may increase or reduce in any manner
the amount of, or accelerate or delay the timing of, collections of payments on
Receivables or distributions that are required to be made for the benefit of the
Noteholders or Certificateholders or reduce the aforesaid percentage of the
Noteholders and Certificateholders which are required to consent to any such
amendment, without the consent of the Noteholders of all the Notes Outstanding
and Certificateholders of Certificates evidencing all the Certificate Balance.
Notwithstanding the foregoing, the Administrator may not amend this Agreement
without the consent of the Seller, which permission shall not be unreasonably
withheld.

13. Successors and Assigns. This Agreement may not be assigned by the
Administrator unless such assignment is previously consented to in writing by
the Issuer and the Owner Trustee


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and subject to the satisfaction of the Rating Agency Condition in respect
thereof. An assignment with such consent and satisfaction, if accepted by the
assignee, shall bind the assignee hereunder in the same manner as the
Administrator is bound hereunder. Notwithstanding the foregoing, this Agreement
may be assigned by the Administrator without the consent of the Issuer or the
Owner Trustee to a corporation or other organization that is a successor (by
merger, consolidation or purchase of assets) to the Administrator; provided that
such successor organization executes and delivers to the Issuer, the Owner
Trustee and the Indenture Trustee an agreement in which such corporation or
other organization agrees to be bound hereunder by the terms of said assignment
in the same manner as the Administrator is bound hereunder. Subject to the
foregoing, this Agreement shall bind any successors or assigns of the parties
hereto.

14. Governing Law. This agreement shall be construed in accordance with the laws
of the State of New York, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.

15. Headings. The Section headings hereof have been inserted for convenience of
reference only and shall not be construed to affect the meaning, construction or
effect of this Agreement.

16. Counterparts. This Agreement may be executed in counterparts, each of which
when so executed shall be an original, but all of which together shall
constitute but one and the same agreement.

17. Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction.

18. Not Applicable to [                  ] in Other Capacities. Nothing in this
Agreement shall affect any right or obligation [                  ] may have in
any other capacity.

19. Limitation of Liability of Owner Trustee and Indenture Trustee. (a)
Notwithstanding anything contained herein to the contrary, this instrument has
been countersigned by [Name of Owner Trustee] not in its individual capacity but
solely in the capacity as Owner Trustee of the Issuer and in no event shall
[Name of Owner Trustee] in its individual capacity or any beneficial owner of
the Issuer have any liability for the representations, warranties, covenants,
agreements or other obligations of the Issuer hereunder, as to all of which
recourse shall be had solely to the assets of the Issuer. For all purposes of
this Agreement, in the performance of any duties or obligations of the Issuer
hereunder, the Owner Trustee shall be subject to, and entitled to the benefits
of, the terms and provisions of Articles VI, VII and VIII of the Trust
Agreement.

       (b)    Notwithstanding anything contained herein to the contrary, this
              Agreement has been countersigned by [Name of Indenture Trustee]
              not in its individual capacity but solely as [Name of Indenture
              Trustee] and in no event shall Indenture Trustee have any
              liability for the representations, warranties, covenants,
              agreements or other obligations of the Issuer hereunder or in any
              of the certificates, notices or


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              agreements delivered pursuant hereto, as to all of which recourse
              shall be had solely to the assets of the Issuer.

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

21. Nonpetition Covenants. (a) Notwithstanding any prior termination of this
Agreement, the Seller, the Administrator, the Owner Trustee and the Indenture
Trustee shall not, prior to the date which is one year and one day after the
termination of this Agreement with respect to the Issuer, acquiesce, petition or
otherwise invoke or cause the Issuer to invoke the process of any court or
government authority for the purpose of commencing or sustaining a case against
the Issuer under any federal or state bankruptcy, insolvency or similar law or
appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or
other similar official of the Issuer or any substantial part of its property, or
ordering the winding up or liquidation of the affairs of the Issuer.

       (b)    Notwithstanding any prior termination of this Agreement, the
              Issuer, the Administrator, the Owner Trustee and the Indenture
              Trustee shall not, prior to the date which is one year and one day
              after the termination of this Agreement with respect to the
              Seller, acquiesce, petition or otherwise invoke or cause the
              Seller to invoke the process of any court or government authority
              for the purpose of commencing or sustaining a case against the
              Seller under any federal or state bankruptcy, insolvency or
              similar law or appointing a receiver, liquidator, assignee,
              trustee, custodian, sequestrator or other similar official of the
              Seller or any substantial part of their respective property, or
              ordering the winding up or liquidation of the affairs of the
              Seller.


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       IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.

                                    [                                    ]

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


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


                                    _________________, not in its individual
                                    capacity but solely as Indenture Trustee


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


                                    [                        ], as Administrator


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


                                       13