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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.
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     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.

     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 Borough of Manhattan, City
                of New York, 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);

                                       2
<PAGE>

          (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 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, 4.11, 4.12 and 5.5 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

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                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);

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

          (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

                                       4
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                investment and reinvestment, to the extent permitted, of funds
                in such 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 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

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                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:

          (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

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                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;

          (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

                                       7
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          (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.

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

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     a.   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.

     b.   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.

     c.   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.

          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.

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     d.    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.

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

     f.    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

                                       11
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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 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

                                       12
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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 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.

                                       13
<PAGE>

     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: ___________________________________________________
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