<PAGE>

                                 Exhibit 10.1


                         Sale and Servicing Agreement
                         (without Schedule B thereto)


                                                                             6

<PAGE>

                                                                  Exhibit 10.1
                                                                  ------------


                                                                EXECUTION COPY




                         SALE AND SERVICING AGREEMENT


                                     among


                             SSB RV TRUST 2001-1,
                                    Issuer,


                         SSB VEHICLE SECURITIES INC.,
                                  Depositor,


                        SALOMON BROTHERS REALTY CORP.,
                                    Seller,


                     THE CIT GROUP/SALES FINANCING, INC.,
                    Servicer, Custodian and an Originator,


                           GMAC MORTGAGE CORPORATION
                               Back-up Servicer


                  THE CIT GROUP/CONSUMER FINANCE, INC. (NY),
                                an Originator,


                               CITIBANK, N.A.,
                              Bond Administrator,


                                      and


                       U.S. BANK NATIONAL ASSOCIATION,
                               Indenture Trustee




                         Dated as of December 1, 2001




<PAGE>




<TABLE>
<CAPTION>
                               Table of Contents
                                                                                                              Page
                                                                                                              ----

                                   ARTICLE I

                                  DEFINITIONS

<S>                     <C>                                                                                      <C>
Section 1.01.       Definitions...................................................................................1
Section 1.02.       Other Definitional Provisions................................................................23

                                  ARTICLE II

                           CONVEYANCE OF RECEIVABLES

Section 2.01.       Conveyance of Receivables....................................................................25

                                  ARTICLE III

                                THE RECEIVABLES

Section 3.01.       Representations and Warranties of the Originator Concerning Receivables......................27
Section 3.02.       Representations and Warranties of the Originator Regarding the Receivables in the
                    Aggregate....................................................................................33
Section 3.03.       Representations and Warranties of the Seller.................................................33
Section 3.04.       Representations and Warranties of the Depositor..............................................34
Section 3.05.       Repurchase Upon Breach.......................................................................34
Section 3.06.       Custody of Receivable Files..................................................................35
Section 3.07.       Duties of Servicer as Custodian..............................................................35
Section 3.08.       Instructions; Authority to Act...............................................................36
Section 3.09.       Custodian's Indemnification..................................................................36
Section 3.10.       Effective Period and Termination.............................................................37
Section 3.11.       Filings......................................................................................37

                                  ARTICLE IV

                  ADMINISTRATION AND SERVICING OF RECEIVABLES

Section 4.01.       Duties of Servicer...........................................................................38
Section 4.02.       Collection of Receivable Payments; Modifications of Receivables..............................39
Section 4.03.       Realization upon Receivables.................................................................40
Section 4.04.       Physical Damage Insurance....................................................................41
Section 4.05.       Maintenance of Security Interests in Financed Vehicles.......................................42
Section 4.06.       Covenants of Servicer........................................................................43
Section 4.07.       Purchase of Receivables Upon Breach..........................................................44
Section 4.08.       Servicing Fee................................................................................45

                                                i
<PAGE>

Section 4.09.       Servicer's Certificate.......................................................................45
Section 4.10.       Annual Statement as to Compliance; Notice of Servicer Termination Event......................45
Section 4.11.       Annual Independent Accountants' Report.......................................................46
Section 4.12.       Access to Certain Documentation and Information Regarding Receivables........................46
Section 4.13.       Term of Servicer.............................................................................47
Section 4.14.       Access to Information Regarding Trust and Basic Documents....................................47
Section 4.15.       Maintenance of Fidelity Bond and Errors and Omission Policy..................................47

                                   ARTICLE V

                   DISTRIBUTIONS; STATEMENTS TO NOTEHOLDERS

Section 5.01.       Establishment of Accounts....................................................................48
Section 5.02.       Collections..................................................................................50
Section 5.03.       Application of Collections...................................................................51
Section 5.04.       Purchase Amounts.............................................................................51
Section 5.05.       Permitted WIthdrawals from Collection Account................................................51
Section 5.06.       Distributions................................................................................52
Section 5.07.       Reserve Account..............................................................................55
Section 5.08.       Statements to Noteholders....................................................................56
Section 5.09.       Advances by the Servicer.....................................................................58

                                  ARTICLE VI

                                THE ORIGINATORS

Section 6.01.       Representations of Each Originator...........................................................59
Section 6.02.       Corporate Existence..........................................................................60
Section 6.03.       Liability of Originators; Indemnities........................................................60
Section 6.04.       Merger or Consolidation of, or Assumption of the Obligations of, each Originator.............60
Section 6.05.       Limitation on Liability of each Originator and Others........................................61
Section 6.06.       Originators May Own Notes....................................................................61
Section 6.07.       Hold Harmless................................................................................61

                                  ARTICLE VII

                                 THE DEPOSITOR

Section 7.01.       Representations of Depositor.................................................................62
Section 7.02.       Corporate Existence..........................................................................63
Section 7.03.       Liability of Depositor; Indemnities..........................................................63


                                                ii
<PAGE>


Section 7.04.       Merger or Consolidation of, or Assumption of the Obligations of, Depositor...................63
Section 7.05.       Limitation on Liability of Depositor and Others..............................................64
Section 7.06.       Depositor May Own Notes......................................................................64
Section 7.07.       Depositor to Provide Copies of Relevant Securities Filings...................................64
Section 7.08.       Amendment of Depositor's Organizational Documents............................................64

                                 ARTICLE VIII

                                  THE SELLER

Section 8.01.       Representations of Seller....................................................................65
Section 8.02.       Limitation on Liability of Seller and Others.................................................65

                                  ARTICLE IX

                                 THE SERVICER

Section 9.01.       Representations of Servicer..................................................................66
Section 9.02.       Indemnities of Servicer......................................................................67
Section 9.03.       Merger or Consolidation of, or Assumption of the Obligations of, Servicer....................68
Section 9.04.       Limitation on Liability of Servicer and Others...............................................69
Section 9.05.       Appointment of Subservicer...................................................................69
Section 9.06.       Servicer Not to Resign.......................................................................69

                                   ARTICLE X

                                    DEFAULT

Section 10.01.      Servicer Termination Events..................................................................71
Section 10.02.      Consequences of a Servicer Termination Event.................................................72
Section 10.03.      Appointment of Successor Servicer............................................................73
Section 10.04.      Notification to Noteholders..................................................................73
Section 10.05.      Waiver of Past Defaults......................................................................74

                                  ARTICLE XI

                                  TERMINATION

Section 11.01.      Optional Purchase of All Receivables.........................................................75

                                                iii
<PAGE>

                                  ARTICLE XII

                                 MISCELLANEOUS

Section 12.01.      Amendment....................................................................................76
Section 12.02.      Protection of Title to Trust.................................................................77
Section 12.03.      Notices......................................................................................79
Section 12.04.      Assignment by the Depositor or the Servicer..................................................79
Section 12.05.      Limitations on Rights of Others..............................................................79
Section 12.06.      Severability.................................................................................79
Section 12.07.      Counterparts.................................................................................80
Section 12.08.      Headings.....................................................................................80
Section 12.09.      GOVERNING LAW................................................................................80
Section 12.10.      Assignment by Issuer.........................................................................80
Section 12.11.      Nonpetition Covenants........................................................................80
Section 12.12.      Limitation of Liability of Owner Trustee and Indenture Trustee...............................80

                                 ARTICLE XIII

                             THE BACK-UP SERVICER

Section 13.01.      Appointment of Back-up Servicer..............................................................82
Section 13.02.      Duties of Back-up Servicer...................................................................82
Section 13.03.      Backup Servicing Standard....................................................................83
Section 13.04.      Limitation on Resignation of the Back-up Servicer............................................83
Section 13.05.      Rights in Respect of the Back-up Servicer....................................................83
Section 13.06.      Termination..................................................................................83
Section 13.07.      Resignation or Termination of Back-up Servicer...............................................84
Section 13.08.      Backup Servicing Fee.........................................................................85
Section 13.09.      Indemnity....................................................................................85
Section 13.10.      Limitation of Liability......................................................................85
</TABLE>


SCHEDULE A      Schedule of Receivables
SCHEDULE C      Location of Receivable Files
EXHIBIT A       Form of Distribution Date Statement to Noteholders
EXHIBIT B       Form of Servicer's Certificate
EXHIBIT C       [Reserved]
EXHIBIT D

                                      iv
<PAGE>


      This SALE AND SERVICING AGREEMENT, dated as of December 1, 2001, among
SSB RV TRUST 2001-1, a Delaware business trust (the "Issuer"), SSB VEHICLE
SECURITIES INC., a Delaware corporation (the "Depositor"), THE CIT GROUP/SALES
FINANCING, INC., as servicer ("CITSF" in such capacity, the "Servicer"), as
custodian (in such capacity, the "Custodian"), and as an Originator
("CITCF-NY" in such capacity, an "Originator"), THE CIT GROUP/CONSUMER
FINANCE, INC. (NY), as an originator (in such capacity, an "Originator"),
SALOMON BROTHERS REALTY CORP., a New York Corporation as seller (the
"Seller"), CITIBANK, N.A. as bond administrator (the "Bond Administrator"),
GMAC MORTGAGE CORPORATION as back-up servicer (the "Back-up Servicer") and
U.S. BANK NATIONAL ASSOCIATION, a national banking association, as indenture
trustee (the "Indenture Trustee").

      WHEREAS, the Issuer desires to purchase from the Depositor a portfolio
of receivables arising in connection with recreational vehicle retail
installment sale contracts originated or purchased by the Originators in the
ordinary course of their businesses;

      WHEREAS,  the  Depositor  is  willing  to sell such  receivables  to the
Issuer; and

      WHEREAS, The CIT Group/Sales Financing,  Inc. is willing to service such
receivables.

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

                                   ARTICLE I

                                  DEFINITIONS

      Section 1.01. Definitions. Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires, shall have
the following meanings:

      "Affiliate"  means.  as to any  Person,  any other  Person  controlling,
controlled by or under common control with such Person.

      "Advance" means, as to any Distribution Date, the aggregate of all
scheduled payments of interest which were due during the related Collection
Period that remained unpaid at the end of such Collection Period and were not
collected during such Collection Period, exclusive of any such scheduled
payment which the Servicer has determined would be a Nonrecoverable Advance if
an advance in respect of such scheduled payment were made.

      "Advance Reimbursement Amount" means any amount received or deemed to be
received by the Servicer pursuant to Section 5.09 in reimbursement of a
Advance made out of its own funds.

      "Additional Servicer Termination Event" shall have the meaning set forth
in Section 10.01(b).

<PAGE>

      "Administration Agreement" means the Owner Trust Administration
Agreement dated as of December 1, 2001 among the Issuer, the Indenture Trustee
and Citibank, N.A., as administrator.

      "Aggregate Principal Balance" means, with respect to any date of
determination, the sum of the Principal Balances for all Receivables (other
than (i) any Receivable (other than a Purchased Receivable) that became a
Liquidated Receivable during the related Collection Period and (ii) any
Receivable (other than a Liquidated Receivable) that was purchased or
repurchased by any Person pursuant to this Agreement during the related
Collection Period) as of the date of determination.

      "Agreement" means this Sale and Servicing Agreement, as the same may be
amended or supplemented from time to time.

      "Amount Financed" means with respect to a Receivable, the amount
advanced under the Receivable toward the purchase price of the Financed
Vehicle and any related costs, exclusive of any amount allocable to the
premium of force-placed physical damage insurance covering the Financed
Vehicle.

      "Annual Percentage Rate" or "APR" of a Receivable means the annual rate
of interest stated in the related Contract.

      "Average Principal Balance" means, with respect to any Collection
Period, the sum of the Principal Balance of the Receivables as of the close of
business on the last day of the immediately preceding Collection Period and
the Principal Balance of the Receivables as of the close of business on the
last day of such Collection Period, divided by two.

      "Back-up Servicer" means GMAC Mortgage Corporation, as the Back-up
Servicer, and each successor Back-up Servicer pursuant to Section 13.01 of the
Agreement.

      "Back-up Servicer Duties" has the meaning assigned to such term in
Section 13.02.

      "Back-up Servicer Fee" means, with respect to any Distribution Date, an
amount equal to one-twelfth of the greater of (A) the product of the Back-up
Servicer Fee Rate and the Pool Balance as of the first day of the related
Collection Period and (B) $50,000.

      "Back-up Servicer Fee Rate" means 0.005% per annum.

      "Back-up Servicing Standard" has the meaning assigned to that term in
Section 13.03.

      "Back-up  Servicing  Tape"  has the  meaning  assigned  to such  term in
Section 13.01. hereof.

      "Basic Documents" means the Trust Agreement, the Indenture, this
Agreement, the Receivables Purchase Agreement, the Administration Agreement,
the Securities Account Control

                                      2
<PAGE>

Agreement and the Note Depository Agreement and other documents and
certificates delivered in connection therewith.

      "Beneficial Interest" means a trust certificate issued by the
Certificate Trust, having the percentage interest set forth on the face
thereof, held by a beneficial owner and representing a fractional undivided
equity interest in the Certificate Trust.

      "Bond Administrator" means the Person acting as Bond Administrator under
the Indenture, its successors in interest and any successor trustee under the
Indenture.

      "Bond Administrator Fee" means the fee payable to the Bond
Administrator, as may be agreed upon from time to time by the parties hereto;
provided that, with respect to any Distribution Date, the sum of the Bond
Administrator Fee and the Indenture Trustee Fee for such Distribution Date
shall be one-twelfth of $12,500.

      "Business Day" means any day other than a Saturday, a Sunday, a legal
holiday or any other day on which national banking institutions or commercial
banking institutions in the States of New York, Oklahoma or Delaware are
authorized or required by law, executive order or governmental decree to be
closed.

      "Certificate" means a certificate evidencing the beneficial interest of
a Certificateholder in the Trust.

      "Certificate Distribution Account" has the meaning assigned to such term
in the Trust Agreement.

      "Certificate Trust" means SSB RV Certificate Trust 2001-A, a Delaware
business trust.

      "Certificateholders" has the meaning assigned to such term in the Trust
Agreement.

      "Class" means any one of the classes of Notes.

      "Class A Note" means any Class A-1 Note, Class A-2 Note, Class A-3 Note,
Class A-4 or Class A-5 Note.

      "Class A Noteholders' Interest Distributable Amount" means, with respect
to any Distribution Date, the sum of the Class A-1 Interest Distributable
Amount for such Distribution Date, the Class A-2 Interest Distributable Amount
for such Distribution Date, the Class A-3 Interest Distributable Amount for
such Distribution Date, the Class A-4 Interest Distributable Amount for such
Distribution Date and the Class A-5 Interest Distributable Amount for such
Distribution Date.

      "Class A-1 Final Scheduled Distribution Date" means the Distribution
Date in January 2003.

                                      3
<PAGE>

      "Class A-1 Interest Carryover Shortfall" means, with respect to any
Distribution Date, the amount, if any, by which the sum of the Class A-1
Monthly Interest Distributable Amount for the preceding Distribution Date and
any outstanding Class A-1 Interest Carryover Shortfall on such preceding
Distribution Date exceeds the amount in respect of interest for the Class A-1
Notes actually deposited in the Note Interest Distribution Account on such
preceding Distribution Date, plus interest on the amount of interest due but
not paid to the Class A-1 Noteholders on such preceding Distribution Date, to
the extent permitted by law, at the Class A-1 Rate.

      "Class A-1 Interest Distributable Amount" means, with respect to any
Distribution Date, the sum of the Class A-1 Monthly Interest Distributable
Amount for such Distribution Date and the Class A-1 Interest Carryover
Shortfall for such Distribution Date.

      "Class A-1 Monthly Interest Distributable Amount" means, with respect to
any Distribution Date, interest accrued from and including the prior
Distribution Date (or, in the case of the first Distribution Date, from and
including the Closing Date) to and including the day immediately prior to such
Distribution Date, on the Class A-1 Notes at the Class A-1 Rate on the
Outstanding Amount of the Class A-1 Notes on the immediately preceding
Distribution Date (or, in the case of the first Distribution Date, the Closing
Date), after giving effect to all distributions of principal to the Class A-1
Noteholders on or prior to such preceding Distribution Date. For all purposes
of this Agreement and the other Basic Documents, interest with respect to the
Class A-1 Notes shall be computed on the basis of the actual number of days in
the related Interest Accrual Period and a 360-day year.

      "Class A-1 Note Balance" means, as of any date of determination, the
Initial Class A-1 Note Balance less all amounts distributed to Class A-1
Noteholders on or prior to such date and allocable to principal.

      "Class A-1 Noteholder" means the Person in whose name a Class A-1 Note
is registered in the Note Register.

      "Class A-1 Notes" means the 1.915% Asset Backed Notes, Class A-1,
substantially in the form of Exhibit A-1 to the Indenture.

      "Class A-1 Rate" means 1.915% per annum.

      "Class A-2 Final Scheduled Distribution Date" means the Distribution
Date in December 2008.

      "Class A-2 Interest Carryover Shortfall" means, with respect to any
Distribution Date, the amount, if any, by which the sum of the Class A-2
Monthly Interest Distributable Amount for the preceding Distribution Date and
any outstanding Class A-2 Interest Carryover Shortfall on such preceding
Distribution Date exceeds the amount in respect of interest for the Class A-2
Notes actually deposited in the Note Interest Distribution Account on such
preceding Distribution Date, plus interest on the amount of interest due but
not paid to the Class A-2 Noteholders on such preceding Distribution Date, to
the extent permitted by law, at the Class A-2 Rate.

                                      4
<PAGE>

      "Class A-2 Interest Distributable Amount" means, with respect to any
Distribution Date, the sum of the Class A-2 Monthly Interest Distributable
Amount for such Distribution Date and the Class A-2 Interest Carryover
Shortfall for such Distribution Date.

      "Class A-2 Monthly Interest Distributable Amount" means, with respect to
any Distribution Date, interest accrued from and including the first day of
the preceding calendar month to and including the last day of the preceding
calendar month, on the Class A-2 Notes at the Class A-2 Rate on the
Outstanding Amount of the Class A-2 Notes on the first day of the preceding
calendar month. For all purposes of this Agreement and the other Basic
Documents, interest with respect to the Class A-2 Notes shall be computed on
the basis of a 360-day year consisting of twelve 30-day months.

      "Class A-2 Noteholder" means the Person in whose name a Class A-2 Note
is registered in the Note Register.

      "Class A-2 Notes" means the 2.89% Asset Backed Notes, Class A-2,
substantially in the form of Exhibit A-2 to the Indenture.

      "Class A-2 Rate" means 2.89% per annum.

      "Class A-3 Final Scheduled Distribution Date" means the Distribution
Date in February 2013.

      "Class A-3 Interest Carryover Shortfall" means, with respect to any
Distribution Date, the amount, if any, by which the sum of the Class A-3
Monthly Interest Distributable Amount for the preceding Distribution Date and
any outstanding Class A-3 Interest Carryover Shortfall on such preceding
Distribution Date exceeds the amount in respect of interest for the Class A-3
Notes actually deposited in the Note Interest Distribution Account on such
preceding Distribution Date, plus interest on the amount of interest due but
not paid to the Class A-3 Noteholders on such preceding Distribution Date, to
the extent permitted by law, at the Class A-3 Rate.

      "Class A-3 Interest Distributable Amount" means, with respect to any
Distribution Date, the sum of the Class A-3 Monthly Interest Distributable
Amount for such Distribution Date and the Class A-3 Interest Carryover
Shortfall for such Distribution Date.

      "Class A-3 Monthly Interest Distributable Amount" means, with respect to
any Distribution Date, interest accrued from and including the first day of
the preceding calendar month to and including the last day of the preceding
calendar month, on the Class A-3 Notes at the Class A-3 Rate on the
Outstanding Amount of the Class A-3 Notes on the first day of the preceding
calendar month. For all purposes of this Agreement and the other Basic
Documents, interest with respect to the Class A-3 Notes shall be computed on
the basis of a 360-day year consisting of twelve 30-day months.

      "Class A-3 Noteholder" means the Person in whose name a Class A-3 Note
is registered in the Note Register.

                                      5
<PAGE>

      "Class A-3 Notes" means the 4.74% Asset Backed Notes, Class A-3,
substantially in the form of Exhibit A-3 to the Indenture.

      "Class A-3 Rate" means 4.74% per annum.

      "Class A-4 Final Scheduled Distribution Date" means the Distribution
Date in December 2014.

      "Class A-4 Interest Carryover Shortfall" means, with respect to any
Distribution Date, the amount, if any, by which the sum of the Class A-4
Monthly Interest Distributable Amount for the preceding Distribution Date and
any outstanding Class A-4 Interest Carryover Shortfall on such preceding
Distribution Date exceeds the amount in respect of interest for the Class A-4
Notes actually deposited in the Note Interest Distribution Account on such
preceding Distribution Date, plus interest on the amount of interest due but
not paid to the Class A-4 Noteholders on such preceding Distribution Date, to
the extent permitted by law, at the Class A-4 Rate.

      "Class A-4 Interest Distributable Amount" means, with respect to any
Distribution Date, the sum of the Class A-4 Monthly Interest Distributable
Amount for such Distribution Date and the Class A-4 Interest Carryover
Shortfall for such Distribution Date.

      "Class A-4 Monthly Interest Distributable Amount" means, with respect to
any Distribution Date, interest accrued from and including the first day of
the preceding calendar month to and including the last day of the preceding
calendar month, on the Class A-4 Notes at the Class A-4 Rate on the
Outstanding Amount of the Class A-4 Notes on the first day of the preceding
calendar month. For all purposes of this Agreement and the other Basic
Documents, interest with respect to the Class A-4 Notes shall be computed on
the basis of a 360-day year consisting of twelve 30-day months.

      "Class A-4 Noteholder" means the Person in whose name a Class A-4 Note
is registered in the Note Register.

      "Class A-4 Notes" means the 5.81% Asset Backed Notes, Class A-4,
substantially in the form of Exhibit A-4 to the Indenture.

      "Class A-4 Rate" means 5.81% per annum.

      "Class A-5 Final Scheduled Distribution Date" means the Distribution
Date in April 2016.

      "Class A-5 Interest Carryover Shortfall" means, with respect to any
Distribution Date, the amount, if any, by which the sum of the Class A-5
Monthly Interest Distributable Amount for the preceding Distribution Date and
any outstanding Class A-5 Interest Carryover Shortfall on such preceding
Distribution Date exceeds the amount in respect of interest for the Class A-5
Notes actually deposited in the Note Interest Distribution Account on such
preceding Distribution Date, plus interest on the amount of interest due but
not paid to the Class A-5 Noteholders on such preceding Distribution Date, to
the extent permitted by law, at the Class A-5 Rate.

                                      6
<PAGE>

      "Class A-5 Interest Distributable Amount" means, with respect to any
Distribution Date, the sum of the Class A-5 Monthly Interest Distributable
Amount for such Distribution Date and the Class A-5 Interest Carryover
Shortfall for such Distribution Date.

      "Class A-5 Monthly Interest Distributable Amount" means, with respect to
any Distribution Date, interest accrued from and including the first day of
the preceding calendar month to and including the last day of the preceding
calendar month, on the Class A-5 Notes at the Class A-5 Rate on the
Outstanding Amount of the Class A-5 Notes on the first day of the preceding
calendar month. For all purposes of this Agreement and the other Basic
Documents, interest with respect to the Class A-5 Notes shall be computed on
the basis of a 360-day year consisting of twelve 30-day months.

      "Class A-5 Noteholder" means the Person in whose name a Class A-5 Note
is registered in the Note Register.

      "Class A-5 Notes" means the 6.30% Asset Backed Notes, Class A-5,
substantially in the form of Exhibit A-5 to the Indenture.

      "Class A-5 Rate" means 6.30% per annum.

      "Class B Final Scheduled Distribution Date" means the Distribution Date
in April 2018.

      "Class B Interest Carryover Shortfall" means, with respect to any
Distribution Date, the amount, if any, by which the sum of the Class B Monthly
Interest Distributable Amount for the preceding Distribution Date and any
outstanding Class B Interest Carryover Shortfall on such preceding
Distribution Date exceeds the amount in respect of interest for the Class B
Notes actually deposited in the Note Interest Distribution Account on such
preceding Distribution Date, plus interest on the amount of interest due but
not paid to the Class B Noteholders on such preceding Distribution Date, to
the extent permitted by law, at the Class B Rate.

      "Class B Monthly Interest Distributable Amount" means, with respect to
any Distribution Date, interest accrued from and including the first day of
the preceding calendar month to and including the last day of the preceding
calendar month, on the Class B Notes at the Class B Rate on the Outstanding
Amount of the Class B Notes on the first day of the preceding calendar month.
For all purposes of this Agreement and the other Basic Documents, interest
with respect to the Class B Notes shall be computed on the basis of a 360-day
year consisting of twelve 30-day months.

      "Class B Noteholder" means the Person in whose name a Class B Note is
registered in the Note Register.

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

                                      7
<PAGE>

       "Class B Notes" means the 6.64% Asset Backed Notes, Class B,
substantially in the form of Exhibit B to the Indenture.

      "Class B Rate" means 6.64% per annum.

      "Class C Final Scheduled Distribution Date" means the Distribution Date
in December 2019.

      "Class C Interest Carryover Shortfall" means, with respect to any
Distribution Date, the amount, if any, by which the sum of the Class C Monthly
Interest Distributable Amount for the preceding Distribution Date and any
outstanding Class C Interest Carryover Shortfall on such preceding
Distribution Date exceeds the amount in respect of interest for the Class C
Notes actually deposited in the Note Interest Distribution Account on such
preceding Distribution Date, plus interest on the amount of interest due but
not paid to the Class C Noteholders on such preceding Distribution Date, to
the extent permitted by law, at the Class C Rate.

      "Class C Monthly Interest Distributable Amount" means, with respect to
any Distribution Date, interest accrued from and including the first day of
the preceding calendar month to and including the last day of the preceding
calendar month, on the Class C Notes at the Class C Rate on the Outstanding
Amount of the Class C Notes on the first day of the preceding calendar month.
For all purposes of this Agreement and the other Basic Documents, interest
with respect to the Class C Notes shall be computed on the basis of a 360-day
year consisting of twelve 30-day months.

      "Class C Noteholder" means the Person in whose name a Class C Note is
registered in the Note Register.

      "Class C Noteholders' Interest Distributable Amount" means, with respect
to any Distribution Date, the sum of the Class C Monthly Interest
Distributable Amount for such Distribution Date and the Class C Interest
Carryover Shortfall for such Distribution Date.

       "Class C Notes" means the 7.03% Asset Backed Notes, Class C,
substantially in the form of Exhibit B to the Indenture.

      "Class C Rate" means 7.03% per annum.

      "Class D Final Scheduled Distribution Date" means the Distribution Date
in January 2023.

      "Class D Interest Carryover Shortfall" means, with respect to any
Distribution Date, the amount, if any, by which the sum of the Class D Monthly
Interest Distributable Amount for the preceding Distribution Date and any
outstanding Class D Interest Carryover Shortfall on such preceding
Distribution Date exceeds the amount in respect of interest for the Class D
Notes actually deposited in the Note Interest Distribution Account on such
preceding Distribution Date, plus interest on the amount of interest due but
not paid to the Class D Noteholders on such preceding Distribution Date, to
the extent permitted by law, at the Class D Rate.

                                      8
<PAGE>

      "Class D Monthly Interest Distributable Amount" means, with respect to
any Distribution Date, interest accrued from and including the first day of
the preceding calendar month to and including the last day of the preceding
calendar month, on the Class D Notes at the Class D Rate on the Outstanding
Amount of the Class D Notes on the first day of the preceding calendar month.
For all purposes of this Agreement and the other Basic Documents, interest
with respect to the Class D Notes shall be computed on the basis of a 360-day
year consisting of twelve 30-day months.

      "Class D Noteholder" means the Person in whose name a Class D Note is
registered in the Note Register.

      "Class D Noteholders' Interest Distributable Amount" means, with respect
to any Distribution Date, the sum of the Class D Monthly Interest
Distributable Amount for such Distribution Date and the Class D Interest
Carryover Shortfall for such Distribution Date.

       "Class D Notes" means the 7.42% Asset Backed Notes, Class D,
substantially in the form of Exhibit B to the Indenture.

      "Class D Rate" means 7.42% per annum.

      "Closing Date" means December 27, 2001.

      "Collateral" has the meaning specified in the Granting Clause of the
Indenture.

      "Collection Account" means the account designated as such, established
and maintained pursuant to Section 5.01(a).

      "Collection Period" means with respect to any Distribution Date, the
calendar month preceding such Distribution Date. Any amount stated as of the
last day of a Collection Period or as of the first day of a Collection Period
shall give effect to the following calculations as determined as of the close
of business on such last day: (i) all applications of collections and (ii) all
distributions to be made on the following Distribution Date.

      "Computer Tape" means the computer tape generated by the Originator
which provides information regarding the Receivables, and includes a master
file and a history file.

      "Contract" means a recreational vehicle retail installment sale
contract.

      "Controlling Party" means (i) if the Notes have not been paid in full,
the Indenture Trustee acting at the direction of at least a majority in
Outstanding Amount of the Noteholders and (ii) if the Notes have been paid in
full, the Owner Trustee for the benefit of the Certificateholders.

      "Conveyed Assets" shall have the meaning set forth in Section 2.01.

                                      9
<PAGE>

      "Corporate Trust Administration Department" shall have the meaning set
forth in the Trust Agreement.

      "Corporate Trust Office" shall have the meaning set forth in the
Indenture.

      "Cram Down Loss" means any loss resulting from an order issued by a
court of appropriate jurisdiction in an insolvency proceeding that reduces the
amount owed on a Receivable or otherwise modifies or restructures the
scheduled payments to be made thereon. The amount of any such Cram Down Loss
will equal the excess of (i) the principal balance of the Receivable
immediately prior to such order over (ii) the principal balance of such
Receivable as so reduced, modified or restructured. A Cram Down Loss will be
deemed to have occurred on the date on which the Servicer receives notice of
such order.

      "Cumulative Net Loss Rate" means, with respect to any date of
determination, a fraction, expressed as a percentage, the numerator of which
is equal to the aggregate Net Liquidation Losses since the Cutoff Date and the
denominator of which is equal to the Original Pool Balance.

      "Custodian" means CITSF, in its capacity as custodian of the
Receivables.

      "Cutoff Date" means the close of business on November 30, 2001.

      "Delivery" when used with respect to Trust 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 9-105(1)(i) of the UCC and are susceptible of
physical delivery, transfer thereof to the Indenture Trustee by physical
delivery to the Indenture Trustee endorsed to, or registered in the name of,
the Indenture Trustee or endorsed in blank, and, with respect to a
certificated security (as defined in Section 8-102 of the UCC) transfer
thereof (i) by delivery of such certificated security endorsed to, or
registered in the name of, the Indenture Trustee or (ii) by delivery thereof
to a "clearing corporation" (as defined in Section 8-102 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 the Indenture Trustee by the amount of
such certificated security and the identification by the clearing corporation
of the certificated securities for the sole and exclusive account of the
Indenture Trustee (all of the foregoing, "Physical Property"), and, in any
event, any such Physical Property in registered form shall be in the name of
the Indenture Trustee or its nominee; and such additional or alternative
procedures as may hereafter become appropriate to effect the complete transfer
of ownership of any such Trust Account Property to the Indenture Trustee or
its nominee or custodian, consistent with changes in applicable law or
regulations or the interpretation thereof;

      (b) with respect to any security 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

                                      10
<PAGE>

regulations and Articles 8 and 9 of the UCC: book-entry registration of such
Trust Account Property to an appropriate book-entry account maintained with a
Federal Reserve Bank by a securities intermediary that is also a "depository"
pursuant to applicable federal regulations; the making by such securities
intermediary of entries in its books and records crediting such Trust Account
Property to the Indenture Trustee's security account at the securities
intermediary and identifying such book-entry security held through the Federal
Reserve System pursuant to federal book-entry regulations as belonging to the
Indenture Trustee; and such additional or alternative procedures as may
hereafter become appropriate to effect complete transfer of ownership of any
such Trust Account Property to the Indenture Trustee, consistent with changes
in applicable law or regulations or the interpretation thereof;

      (c) with respect to any item of Trust 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 Indenture Trustee or its nominee or custodian who either
(i) becomes the registered owner on behalf of the Indenture Trustee or (ii)
having previously become the registered owner, acknowledges that it holds for
the Indenture Trustee; and

      (d) with respect to any item of Trust Account Property that is a
security entitlement causing the securities intermediary to indicate on its
books and records that such security entitlement has been credited to a
securities account of the Indenture Trustee.

      "Depositor" means SSB and its successors in interest.

      "Determination Date" means, with respect to each Distribution Date, the
third Business Day preceding such Distribution Date.

      "Distribution Date" means, with respect to each Collection Period, the
fifteenth day of the following month or, if such day is not a Business Day,
the immediately following Business Day, commencing on January 15, 2002.

      "Distribution Date Statement" means the monthly report to
Securityholders specified in Section 5.08, the form of which is set forth in
Exhibit A.

      "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 State, having corporate trust powers and
acting as trustee for funds deposited in such account, so long as any of the
securities of such depository institution shall have a credit rating from each
Rating Agency in one of its generic rating categories that signifies
investment grade.

      "Eligible Institution" means (a) the corporate trust department of the
Indenture Trustee or the Owner Trustee or (b) a depository institution
organized under the laws of the United States of America or any State, that
(i) has either (A) a long-term unsecured debt rating of at least "AA-" by
Standard & Poor's and "A2" by Moody's or (B) a short-term unsecured debt
rating or

                                      11
<PAGE>

certificate of deposit rating of at least "A-1+" by Standard & Poor's and
"Prime-1" by Moody's and (ii) the deposits of which are insured by the FDIC.

      "Eligible Investments" means securities, negotiable instruments or
security entitlements, excluding any security with an "r" attached to the
rating thereof, that evidence:

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

      (b) demand deposits, time deposits or certificates of deposit of any
depository institution or trust company incorporated under the laws of the
United States of America or any State (or any domestic branch of a foreign
bank) and subject to supervision and examination by federal or state banking
or depository institution authorities; provided, however, that at the time of
the investment or contractual commitment to invest therein, the commercial
paper or other short-term unsecured debt obligations (other than such
obligations the rating of which is based on the credit of a Person other than
such depository institution or trust company) thereof shall have a credit
rating from each Rating Agency in the highest investment category granted
thereby;

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

      (d) investments in money market funds having a rating from each Rating
Agency in the highest investment category granted thereby (including funds for
which the Indenture Trustee or the Owner Trustee or any of their respective
Affiliates is investment manager or advisor);

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

      (f) 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)
described in clause; and

      (g) any other investment with respect to which the Rating Agency
Condition is met and the Issuer, the Indenture Trustee or the Servicer has
received written notification from Standard & Poor's that the acquisition of
such investment will not result in a reduction, withdrawal or downgrade of the
then-current rating of any Class of Notes.

      "Eligible Servicer" means (a) CITSF or (b) any other Person that at the
time of its appointment as Servicer (i) is servicing a portfolio of
recreational vehicle retail installment sale contracts or recreational vehicle
installment loans, (ii) legally qualified and has the capacity to service the
Receivables, (iii) has demonstrated the ability professionally and competently
to service a portfolio of recreational vehicle retail installment sale
contracts or recreational vehicle

                                      12
<PAGE>

installment loans similar to the Receivables with reasonable skill and care
and (iv) has a minimum net worth of $50,000,000.

      "FDIC" means the Federal Deposit Insurance Corporation, and its
successors.

      "Final Scheduled Distribution Date" means the Class A-1 Final Scheduled
Distribution Date, the Class A-2 Final Scheduled Distribution Date, the Class
A-3 Final Scheduled Distribution Date, the Class A-4 Final Scheduled
Distribution Date, the Class A-5 Final Scheduled Distribution Date, the Class
B Final Scheduled Distribution Date, the Class C Final Scheduled Distribution
Date or the Class D Final Scheduled Distribution Date, as applicable.

      "Financed Vehicle" means a new or used motor home, travel trailer, fifth
wheel, horse trailer or other type of recreational vehicle, together with all
accessions thereto, securing an Obligor's indebtedness under the related
Receivable.

      "First Allocation of Principal" means, with respect to any Distribution
Date, the excess, if any, of (x) the aggregate Outstanding Amount of the Class
A Notes (as of the day immediately preceding such Distribution Date) over (y)
the Pool Balance for such Distribution Date.

      "Force-Placed Insurance" shall have the meaning set forth in Section
4.04(a).

      "Indenture" means the Indenture, dated as of December 1, 2001, among the
Issuer, the Indenture Trustee and the Bond Administrator.

      "Indenture Trustee" means the Person acting as Indenture Trustee under
the Indenture, its successors in interest and any successor trustee under the
Indenture.

      "Indenture Trustee Fee" means the fee payable to the Indenture Trustee,
as may be agreed upon from time to time by the parties hereto; provided that,
with respect to any Distribution Date, the sum of the Indenture Trustee Fee
and the Bond Administrator Fee for such Distribution Date shall be one-twelfth
of $12,500.

      "Initial Class A-1 Note Balance" means $29,400,000.

      "Initial Class A-2 Note Balance" means $237,000,000.

      "Initial Class A-3 Note Balance" means $190,000,000.

      "Initial Class A-4 Note Balance" means $74,000,000.

      "Initial Class A-5 Note Balance" means $47,888,000.

      "Initial Class B Note Balance" means $24,298,000.

      "Initial Class C Note Balance" means $22,678,000.

      "Initial Class D Note Balance" means $22,678,733.

                                      13
<PAGE>

      "Insurance Policy" means, with respect to each Receivable, the policy of
physical damage and all other insurance covering the Financed Vehicles or the
Obligors.

      "Insolvency Event" means, with respect to a specified Person, (a) the
filing of a decree or order for relief by a court having jurisdiction in the
premises in respect of such Person or any substantial part of its property in
an involuntary case under any applicable federal or state bankruptcy,
insolvency or other similar law now or hereafter in effect, or appointing a
receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
official for such Person or for any substantial part of its property, or
ordering the winding-up or liquidation of such Person's affairs, and such
decree or order shall remain unstayed and in effect for a period of 60
consecutive days; or (b) the commencement by such Person of a voluntary case
under any applicable federal or state bankruptcy, insolvency or other similar
law now or hereafter in effect, or the consent by such Person to the entry of
an order for relief in an involuntary case under any such law, or the consent
by such Person to the appointment of or taking possession by a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official for
such Person or for any substantial part of its property, or the making by such
Person of any general assignment for the benefit of creditors, or the failure
by such Person generally to pay its debts as such debts become due, or the
taking of action by such Person in furtherance of any of the foregoing.

      "Insurance Advances" shall have the meaning set forth in Section
4.04(c).

      "Interest Accrual Period" means, with respect to the Class A-1 Notes,
the period from and including the most recent Distribution Date on which
interest has been paid (or, in the case of the first Distribution Date, the
Closing Date) to and including the day before the Distribution Date and, with
respect to the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the
Class A-5 Notes, the Class B Notes, the Class C Notes and the Class D Notes,
the period from and including the first day of the preceding calendar month to
and including the last day of the preceding calendar month.

      "Interest Distribution Amount" means, with respect to any Distribution
Date, the sum of the following amounts, without duplication, with respect to
the Receivables in respect of the Collection Period preceding such
Distribution Date: (a) that portion of all collections on Receivables
allocable to interest with respect to such Collection Period (including any
Advances for that Collection Period, but excluding the amount, if any, of
reimbursements of Advances previously made by the Servicer), (b) the Purchase
Amount of each Receivable that became a Purchased Receivable during such
Collection Period to the extent attributable to accrued interest on such
Receivable, (c) Recoveries for such Collection Period, (d) Investment Earnings
for the related Distribution Date, (e) Liquidation Proceeds for such
Collection Period to the extent allocable to interest, and (f) Net Investment
Losses required to be deposited by the Seller; provided, however, that in
calculating the Interest Distribution Amount the following will be excluded:
all payments and proceeds (including Liquidation Proceeds) of any Purchased
Receivables the Purchase Amount of which has been included in the Interest
Distribution Amount in a prior Collection Period.

                                      14
<PAGE>

      "Investment Earnings" means, with respect to any Distribution Date, the
investment earnings (net of losses and investment expenses) on amounts on
deposit in a Trust Account (other than the Collection Account) to be applied
on such Distribution Date pursuant to Section 5.01(e).

      "Issuer" means SSB RV Trust 2001-1.

      "Late Fees" means any late fees, prepayment charges, extension fees or
other administrative fees or similar charges allowed by applicable law with
respect to the Receivables.

      "Lien" means a security interest, lien, charge, pledge, equity or
encumbrance of any kind, other than tax liens, mechanics' liens and any liens
that attach to the respective Receivable by operation of law as a result of
any act or omission by the related Obligor.

      "Liquidated Receivable" means a Receivable with respect to which the
earliest of the following shall have occurred: (i) the related Financed
Vehicle has been repossessed and liquidated, (ii) the related Financed Vehicle
has been repossessed in excess of 60 days and has not yet been liquidated,
(iii) the Servicer has determined in accordance with its collection policies
that all amounts that it expects to receive with respect to the Receivable
have been received or (iv) the end of the Collection Period in which the
Receivable becomes 120 days or more past due.

      "Liquidation Proceeds" means, with respect to any Receivable that
becomes a Liquidated Receivable, the moneys collected in respect thereof, from
whatever source, during or after the Collection Period in which such
Receivable became a Liquidated Receivable, including liquidation of the
related Financed Vehicle, net of the sum of any out-of-pocket expenses
(including reasonable attorney's fees and disbursements) of the Servicer
reasonably allocated to such liquidation and any amounts required by law to be
remitted to the Obligor on such Liquidated Receivable.

      "List of Receivables" means the list of receivables set forth in
Schedule A.

      "Maximum Delinquency Rate" shall have the meaning set forth in Schedule
B.

      "Maximum Net Loss Rate" shall have the meaning set forth in Schedule B.

      "Moody's" means Moody's Investors Service, Inc., and its successors.

      "Net Investment Losses" means, with respect to a Trust Account and any
Collection Period, the amount, if any, by which the aggregate of all losses
and expenses incurred during such period in connection with the investment of
funds in Eligible Investments in accordance with Section 5.01(e) exceeds the
aggregate of all interest and other income realized during such period on such
funds.

      "Net Liquidation Losses" means the amount, if any, by which (a) the
aggregate Principal balance of all Receivables that became Liquidated
Receivables since the Cutoff Date exceeds (b)

                                      15
<PAGE>

the Liquidation Proceeds received since the Cutoff Date in respect of all
Receivables that became Liquidated Receivables.

      "Nonrecoverable Advance" means any advance made or proposed to be made
pursuant to Section 5.09, which the Servicer believes, in its good faith
judgment, is not, or if made would not be, ultimately recoverable from
Liquidation Proceeds or otherwise. In determining whether an advance is or
will be nonrecoverable, the Servicer need not take into account that it might
receive any amounts in a deficiency judgment.

      "Note Balance" means, as of any date of determination, an amount equal
to the sum of (i) the Initial Class A-1 Note Balance, (ii) the Initial Class
A-2 Note Balance, (iii) the Initial Class A-3 Note Balance, (iv) the Initial
Class A-4 Note Balance, (v) the Initial Class A-5 Note Balance, (vi) the
Initial Class B Note Balance, (vii) the Initial Class C Note Balance and
(viii) the Initial Class D Note Balance, less all amounts distributed to
Noteholders on or prior to such date and allocable to principal.

      "Note Interest Distribution Account" means the account designated as
such, established and maintained pursuant to Section 5.01(b).

      "Note Pool Factor" means, with respect to each Class of Notes as of the
close of business on the last day of a Collection Period, a seven-digit
decimal figure equal to the Outstanding Amount of such Class of Notes (after
giving effect to any reductions thereof to be made on the immediately
following Distribution Date) divided by the original Outstanding Amount of
such Class of Notes. The Note Pool Factor will be 1.0000000 as of the Closing
Date; thereafter, the Note Pool Factor will decline to reflect reductions in
the Outstanding Amount of such Class of Notes.

      "Notes" shall mean the Class A-1 Notes, the Class A-2 Notes, the Class
A-3 Notes, the Class A-4 Notes, the Class A-5 Notes, the Class B Notes, the
Class C Notes and the Class D Notes.

      "Noteholders" shall mean the Class A-1 Noteholders, the Class A-2
Noteholders, the Class A-3 Noteholders, the Class A-4 Noteholders, the Class
A-5 Noteholders, the Class B Noteholders, the Class C Noteholders or the Class
D Noteholders.

      "Obligor" on a Receivable means the purchaser or co-purchasers of the
related Financed Vehicle, and any other Person obligated to make payments
thereunder.

      "Officers' Certificate" means a certificate signed by (a) the chairman
of the board, the president, any vice president, the controller or any
assistant controller and (b) a treasurer, assistant treasurer, secretary or
assistant secretary of the Depositor or the Servicer, as appropriate.

      "Opinion of Counsel" means one or more written opinions of counsel, who
may be an employee of or counsel to the Depositor, the Servicer or the Trust,
which counsel shall be acceptable to the Indenture Trustee, the Owner Trustee
or the Rating Agencies, as applicable,

                                      16
<PAGE>

and which shall be addressed to the Owner Trustee and the Indenture Trustee
and which shall be at the expense of the person required to provide such an
Opinion of Counsel.

      "Original Pool Balance" means an amount equal to the aggregate Principal
Balance, as of the Cutoff Date, of the Receivables listed on Schedule A
hereto, which shall be $647,942,733.07.

      "Originator" means CITSF and/or CITCF-NY, either individually or
collectively, as the context may require.

      "Outstanding Amount" means, as of any date of determination and as to
any Notes, the aggregate principal amount of such Notes Outstanding (as
defined in the Indenture) as of such date of determination.

      "Outstanding Amount Advanced" means, as to any Distribution Date, the
aggregate of all Advances remitted by the Servicer out of its own funds
pursuant to Section 5.09, less the aggregate of all related Advance
Reimbursement Amounts actually received prior to such Distribution Date.

      "Owner Trustee" means Wilmington Trust Company, acting not in its
individual capacity but solely as owner trustee under the Trust Agreement.

      "Owner Trustee Fee" means, with respect to any Distribution Date, an
amount equal to one twelfth of the Owner Trustee Fee Rate.

      "Owner Trustee Fee Rate" means $15,000 per annum.

      "Paid-Ahead Account" means the account designated as such, established
and maintained pursuant to Section 5.01(e).

      "Paid-Ahead Period" shall have the meaning set forth in Section 5.03(b).

      "Person" means any individual, corporation, partnership, joint venture,
limited liability company, association, joint-stock company, trust, national
banking association, unincorporated organization or government or any agency
or political subdivision thereof.

      "Physical Property" has the meaning assigned to such term in the
definition of "Delivery" above.

      "Pool Balance" means, with respect to any Distribution Date, an amount
equal to the aggregate Principal Balance of the Receivables at the end of the
related Collection Period, after giving effect to all payments of principal
received from Obligors and Purchase Amounts to be remitted by the Servicer or
either Originator for the related Collection Period, and after adjustment for
Cram Down Losses and reduction to zero of the aggregate outstanding Principal
Balance of all Receivables that became Liquidated Receivables during such
Collection Period.

                                      17
<PAGE>

      "Precomputed Receivable" means any Receivable under which the portion of
a payment allocable to earned interest (which may be referred to in the
related Contract as an add-on finance charge) and the portion allocable to the
Amount Financed is determined according to the sum of periodic balances or the
sum of monthly balances or any equivalent method or are monthly actuarial
receivables.

      "Principal Balance" means, with respect to any Receivable and a
Determination Date, the Amount Financed minus an amount equal to the sum, as
of the close of business on the last day of the related Collection Period, of
(1) that portion of all amounts received on or prior to such day with respect
to such Receivable and allocable to principal using the actuarial method (with
respect to Precomputed Receivables) or the Simple Interest Method (with
respect to Simple Interest Receivables), as applicable, and (2) any Cram Down
Losses with respect to such Receivable.

      "Principal Distribution Account" means the account designated as such,
established and maintained pursuant to Section 5.01(c).

      "Purchase Amount" means, with respect to any Receivable that became a
Purchased Receivable, an amount equal to (x) one hundred percent (100%) of the
unpaid principal balance due on such Receivable on such date of purchase plus
(y) accrued and unpaid interest on such Receivable to the end of the calendar
month in which such purchase occurs.

      "Purchased Receivable" means a Receivable purchased as of the close of
business on the last day of a Collection Period by the Servicer pursuant to
Section 4.07 or by an Originator pursuant to Section 3.05.

      "Rating Agency" means Moody's or Standard & Poor's, as the context may
require. If none of Moody's, Standard & Poor's or a successor thereto remains
in existence, "Rating Agency" shall mean any nationally recognized statistical
rating organization or other comparable Person designated by the Depositor.

      "Rating Agency Condition" means, with respect to any action, that each
Rating Agency shall have been given 10 days' (or such shorter period as shall
be acceptable to each Rating Agency) prior notice thereof and that each Rating
Agency shall not have notified the Issuer or the Indenture Trustee in writing
that such action will result in a reduction, withdrawal or down-grade of the
then-current rating of any Class of Notes.

      "Realized Losses" means, as to any Distribution Date, the amount, if
any, by which the outstanding aggregate Principal Balance of all Receivables
that became Liquidated Receivables during the related Collection Period
exceeds that portion allocable to principal of all Liquidation Proceeds
received with respect to such Liquidated Receivables.

      "Receivable Files" means the following documents or instruments with
respect to each Receivable:

                                      18
<PAGE>

            (i) the original of the Receivable (together with any agreements
      modifying the Receivable, including, without limitation, any extension
      agreement);

            (ii) the original or a true copy of the credit application fully
      executed by the Obligor if available;

            (iii) the original certificate of title (except with respect to
      such certificates issued by jurisdictions in which such originals are
      required to be delivered to the related Obligor) and such other evidence
      of perfection of the security interest in the related Financed Vehicle
      granted by such receivable in accordance with the Servicer's customary
      procedures, evidencing the security interest of the Servicer in the
      Financed Vehicle; and

            (iv) any and all other documents that the Servicer has on file, in
      accordance with its customary procedures, relating to a Receivable, an
      Obligor or a Financed Vehicle.

      "Receivables" means any contract listed on Schedule A (which Schedule
may be in the form of microfiche).

      "Receivables   Purchase   Agreement"  means  the  Receivables   Purchase
Agreement  dated as of  December  1, 2001,  between  Salomon  Brothers  Realty
Corp., as seller and SSB, as depositor.

      "Record Date" means, as to any Distribution Date, the day immediately
preceding such Distribution Date.

      "Recoveries" means, with respect to any Receivable that becomes a
Liquidated Receivable, monies collected in respect thereof, from whatever
source, during any Collection Period following the Collection Period in which
such Receivable became a Liquidated Receivable, net of the sum of any amounts
expended by the Servicer for the account of the Obligor and any amounts
required by law to be remitted to the Obligor.

      "Regular Principal Allocation" means, with respect to any Distribution
Date, the excess, if any, of the aggregate Outstanding Amount of the Notes as
of the day immediately preceding such Distribution Date over the Pool Balance
with respect to such Distribution Date; provided however, that the Regular
Principal Allocation on any Distribution Date shall not exceed the Outstanding
Amount of the Notes as of the day immediately preceding such Distribution Date
and provided further, that the Regular Principal Allocation on or after the
Final Scheduled Distribution Date of any Class of Notes shall not be less than
the amount that is necessary to reduce the Outstanding Amount of such Class of
Notes to zero.

      "Regular Principal Distributable Amount" means, with respect to any
Distribution Date, the sum of the following amounts, without duplication, with
respect to the related Collection Period: (i) that portion of all collections
on the Receivables during such Collection Period allocable to principal (other
than partial prepayments of Precomputed Receivables representing amounts not
due in such Collection Period that shall be deposited in the Paid-Ahead
Account pursuant to Section 5.02(b)), (ii) the aggregate outstanding principal
balance of all Receivables

                                      19
<PAGE>

that became Liquidated Receivables during such Collection Period, (iii) the
aggregate amount of any Cram Down Losses, and (iv) that portion allocable to
principal of the Purchase Amount of all Receivables that became Purchased
Receivables during or in respect of such Collection Period.

      "Related Receivable Assets" means all documents contained in the
Receivables Files relating to the Receivables.

      "Reserve Account" means the account designated as such, established by
the Issuer and maintained by the Bond Administrator on behalf of the Indenture
Trustee pursuant to Section 5.01(d).

      "Reserve Account Initial Deposit" means $6,479,427.33.

      "Reserve Account Pay-Down Date" means the Distribution Date immediately
following the first Distribution Date on which the amount on deposit in the
Reserve Account on such Distribution Date (after giving effect to any
withdrawals therefrom relating to such Distribution Date) is equal to or
greater than the aggregate Purchase Price of the Receivables that the Servicer
or the Certificateholders, as applicable, would be required to pay to exercise
the option to purchase the Receivables pursuant to Section 11.01(a).

      "Reserve Account Release Amount" means, with respect to any Distribution
Date, the excess, if any, of (i) the amount on deposit in the Reserve Account
on such Distribution Date (prior to giving effect to any withdrawals therefrom
relating to such Distribution Date) over (ii) the Reserve Account Required
Amount with respect to such Distribution Date.

      "Reserve Account Required Amount" means (a) on the Closing Date, the
Reserve Account Initial Deposit and (b) with respect to any Distribution Date,
an amount equal to the lesser of (i) $12,958,854.66 and (ii) the aggregate
principal amount of the Notes on such Distribution Date (after giving effect
to distributions on such date).

      "Reserve Account Withdrawal Amount" means, with respect to each
Distribution Date, the lesser of (i) the amount then on deposit in the Reserve
Account (after giving effect to any withdrawals therefrom relating to any
Reserve Account Release Amount for such Distribution Date) and (ii) the
excess, if any, of the sum of following amounts for such Distribution Date
over the Total Distribution Amount for such Distribution Date:

            (A) the aggregate amount required to be paid pursuant to Sections
5.06(b)(i), (ii), (iii), (iv), (vi), (viii) and (x);

            (B) in the case of any Distribution Date occurring on or after the
Final Scheduled Distribution Date of any Class of Notes, the amount required
to be paid pursuant to Section 5.06(b)(xi) in reduction of the Outstanding
Amount of such Class of Notes;

            (C) if the aggregate Outstanding Amount of the Notes (after giving
effect to distributions from the Total Distribution Amount on such
Distribution Date) exceeds the Pool

                                      20
<PAGE>

Balance with respect to such Distribution Date, an amount equal to the excess
of such aggregate Outstanding Amount of the Notes over such Pool Balance,
reduced by any amount required to be paid pursuant to Section 5.06(b)(xi) in
reduction of the Outstanding Amount of a Class of Notes on the Final
Distribution Date of such Class of Notes; and

            (D) in the case of the Distribution Date occurring on the Reserve
Account Pay-Down Date, the amount necessary to reduce the Outstanding Amount
of the Notes to zero.

      "Responsible Officer" means the chairman of the board, the president,
any vice president, any assistant vice president, the treasurer, any assistant
treasurer, the secretary, the assistant secretary or any other officer or
assistant officer of such person customarily performing (or supervising the
performance of) 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 required because of such officer's knowledge
and familiarity with the particular subject. Responsible Officer of the Owner
Trustee shall be as defined in the Indenture.

      "Scheduled Payment" means, with respect to each Receivable, the
scheduled monthly payment amount set forth in the related Contract and
required to be paid by the Obligor during each Collection Period.

      "Second Allocation of Principal" means, with respect to any Distribution
Date, the excess, if any, of (x) the aggregate Outstanding Amount of the Class
A Notes and the Class B Notes (as of the day immediately preceding such
Distribution Date) over (y) the Pool Balance for such Distribution Date.

      "Securities" means the Notes and the Certificates.

      "Securities Account Control Agreement" means the Securities Account
Control Agreement dated as of December 1, 2001 among the Issuer, the Indenture
Trustee and the Securities Intermediary.

      "Securities  Intermediary" means Citibank,  N.A., in its capacity as the
securities  intermediary in the Securities  Account Control Agreement dated as
of December 1, 2001.

      "Securityholders" means the Noteholders and/or the Certificateholders,
as the context may require.

      "Seller"  means  Salomon  Brothers  Realty Corp.  and its  successors in
interest,  as seller  of the  Receivables  to the  Depositor  pursuant  to the
Receivables Purchase Agreement.

      "Servicer" means CITSF, as the servicer of the Receivables, and each
successor to CITSF (in the same capacity) pursuant to Section 7.03 or 8.03.

      "Servicer Termination Event" shall have the meaning set forth in Section
10.01(a).

                                      21
<PAGE>

      "Servicer's Certificate" means an Officers' Certificate of the Servicer
delivered pursuant to Section 4.08, substantially in the form of Exhibit B.

      "Servicing Fee" means, with respect to any Distribution Date, an amount
equal to the sum of (i) the product of one twelfth of the Servicing Fee Rate
and the Pool Balance as of the first day of the related Collection Period, and
(ii) any Late Fees, prepayment charges, extension fees and other
administrative fees or similar charges collected on the Receivables.

      "Servicing Fee Rate" means 0.50% per annum.

      "Simple Interest Receivable" means a Receivable as to which the interest
is calculated each day on the basis of the actual principal balance
outstanding on such day.

      "Simple Interest Method" means the method of allocating the monthly
payments received with respect to a Receivable to interest in an amount equal
to the product of (i) the applicable APR, (ii) the period of time (determined
in accordance with State law) elapsed since the preceding payment was made
under such Receivable and (iii) the outstanding principal amount of such
Receivable, and allocating the remainder of each such monthly payment to
principal.

      "SSB" means SSB Vehicle  Securities  Inc., a Delaware  corporation,  and
its successors.

      "Standard &   Poor's"  means  Standard &   Poor's,  a  division  of  The
McGraw-Hill Companies, Inc., and its successors.

      "Supplemental Servicing Fee" means, with respect to any Distribution
Date, the product of one-twelfth of the Supplemental Servicing Fee Rate and
the Pool Balance as of the first day of the related Collection Period.

      "Supplemental Servicing Fee Rate" means 1.00% per annum.

      "Termination Trigger Event" means, with respect to any date of
determination, either of the following conditions shall have existed for three
consecutive monthly Collection Periods: (a) the aggregate Principal Balance of
Receivables that are 60 days or more delinquent (including Receivables
relating to Financed Vehicles that have been repossessed) as a percentage of
the aggregate Principal Balance of the Receivables for the preceding calendar
month exceeds the Maximum Delinquency Rate for such date or (b) the Cumulative
Net Loss Rate for such date of determination exceeds the Maximum Net Loss Rate
for such date.

      "Third Allocation of Principal" means, with respect to any Distribution
Date, the excess, if any, of (x) the aggregate Outstanding Amount of the Class
A Notes, the Class B Notes and the Class C Notes (as of the day immediately
preceding such Distribution Date) over (y) the Pool Balance for such
Distribution Date.

      "Total Distribution Amount" means, for each Distribution Date, the sum
of the related Interest Distribution Amount and the related Regular Principal
Distributable Amount (other than the portion thereof attributable to Realized
Losses or Cram Down Losses).

                                      22
<PAGE>

      "Trust" means the Issuer.

      "Trust Account Property" means the Trust Accounts, all amounts and
investments held from time to time in any Trust Account (whether in the form
of deposit accounts, Physical Property, book-entry securities, uncertificated
securities or otherwise) and all proceeds of the foregoing.

      "Trust Accounts" shall mean the Collection Account, the Note Interest
Distribution Account, Principal Distribution Account, the Reserve Account and
the Paid-Ahead Account.

      "Trust Agreement" means the Trust Agreement, dated as of December 1,
2001, between the Depositor and the Owner Trustee.

      "Trust Officer" means, in the case of the Indenture Trustee, any Officer
within the Capital Markets Fiduciary Services Department of the Indenture
Trustee (or any successor department), including any Assistant Vice President,
Assistant Treasurer, Assistant Secretary or any other officer of the Indenture
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, in each case having
direct responsibility for the administration of the Basic Documents and, with
respect to the Owner Trustee, any officer in the Corporate Trust
Administration Department of the Owner Trustee with direct responsibility for
the administration of the Trust Agreement and the other Basic Documents on
behalf of the Owner Trustee.

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

      "Weighted Average Security Rate" means the percentage equivalent of a
fraction, the numerator of which is the sum of (1) the product of the Class
A-1 Rate times the Initial Class A-1 Note Balance, (2) the product of the
Class A-2 Rate times the Initial Class A-2 Note Balance, (3) the product of
the Class A-3 Rate times the Initial Class A-3 Note Balance, (4) the product
of the Class A-4 Rate times the Initial Class A-4 Note Balance, (5) the
product of the Class A-5 Rate times the Initial Class A-5 Note Balance, (6)
the product of the Class B Rate times the Initial Class B Note Balance, (7)
the product of the Class C Rate times the Initial Class C Note Balance and (8)
the product of the Class D Rate times the Initial Class D Note Balance and the
denominator of which is the sum of the Initial Class A-1 Note Balance, the
Initial Class A-2 Note Balance, the Initial Class A-3 Note Balance, the
Initial Class A-4 Note Balance, the Initial Class A-5 Note Balance, the
Initial Class B Note Balance, the Initial Class C Note Balance and the Initial
Class D Note Balance.

      Section 1.02. Other Definitional Provisions.

      (a) Capitalized terms used herein that are not otherwise defined shall
have the meanings ascribed thereto in the Indenture or, if not defined
therein, in the Trust Agreement.

                                      23
<PAGE>

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

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

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

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

      (f) Any agreement, instrument or statute defined or referred to herein
or in any instrument or certificate delivered in connection herewith means
such agreement, instrument or statute as from time to time amended, modified
or supplemented and includes (in the case of agreements or instruments)
references to all attachments thereto and instruments incorporated therein;
references to a Person are also to its permitted successors and assigns.

                                      24
<PAGE>

                                  ARTICLE II

                           CONVEYANCE OF RECEIVABLES

      Section 2.01. Conveyance of Receivables. In consideration of the
Issuer's delivery to or upon the order of the Depositor of the Notes and the
Beneficial Interests, the Depositor does hereby sell, transfer, assign, set
over and otherwise convey to the Issuer, without recourse, all right, title
and interest of the Depositor in and to:

            (i) the Receivables, and all rights, benefits, obligations and
      proceeds arising therefrom or in connection therewith, including the
      right to all moneys received thereon after the Cutoff Date ;

            (ii) the security interests in the Financed Vehicles and any
      accessions thereto granted by Obligors pursuant to the Receivables and
      any other interest of the Depositor in such Financed Vehicles;

            (iii) any Liquidation Proceeds and any other proceeds with respect
      to the Receivables from insurance policies covering the Financed
      Vehicles or the related Obligors;

            (iv) any property that shall have secured a Receivable and that
      shall have been acquired by or on behalf of either of the Originators,
      the Depositor, the Servicer or the Trust;

            (v) all rights of the Depositor to proceeds of all Insurance
      Policies covering any Financed Vehicles or Obligors;

            (vi) the proceeds from any Servicer's errors and omissions
      protection policy, any fidelity bond and any blanket physical damage
      policy, to the extent such proceeds relate to any Financed Vehicle;

            (vii) all documents and other items contained in the Receivable
      Files;

            (viii) all of the Depositor's rights (but not its obligations)
      under the Receivables Purchase Agreement;

            (ix) all right, title and interest in all funds on deposit from
      time to time in the Trust Accounts and the Certificate Distribution
      Account and in all investments therein and proceeds thereof (including
      all Investment Earnings thereon, in the case of the Reserve Account and
      the Paid-Ahead Account); and

            (x) the proceeds of any and all of the foregoing (collectively,
      with the assets listed in clauses (i) through (ix) above, the "Conveyed
      Assets").

                                      25
<PAGE>

      It is the intention of the Depositor that the transfer and assignment
contemplated by this Agreement shall constitute a sale of the Receivables and
other related property from the Depositor to the Trust and the beneficial
interest in and title to the Receivables and the related property shall not be
part of the Depositor's estate in the event of the filing of a bankruptcy
petition by or against the Depositor under any bankruptcy law. In the event
that, notwithstanding the intent of the Depositor, the transfer and assignment
contemplated hereby is held not to be a sale, this Agreement shall constitute
a grant of a security interest in all accounts, money, chattel paper,
securities, instruments, documents, deposit accounts, certificates of deposit,
letters of credit, advices of credit, banker's acceptances, uncertificated
securities, general intangibles, contract rights, goods and other property
consisting of, arising from or relating to such Conveyed Assets, for the
benefit of the Noteholders as security for the Depositor's obligations
hereunder.

                                      26
<PAGE>

                                  ARTICLE III

                                THE RECEIVABLES

      Section 3.01. Representations and Warranties of the Originator
Concerning Receivables.

      Each Originator, jointly and severally, makes the following
representations and warranties to the Depositor, the Issuer, the Owner
Trustee, the Indenture Trustee and the Bond Administrator, and the Depositor,
the Issuer, the Owner Trustee, the Indenture Trustee and the Bond
Administrator shall be declared to have relied upon such representations and
warranties on the date hereof and on the Closing Date, regardless of any
independent investigation and/or review now, heretofore or hereafter made by
the Depositor, the Issuer, the Owner Trustee, the Indenture Trustee or the
Bond Administrator or their respective attorneys or agents, and regardless of
any opportunity for any such investigation or review. The following
representations and warranties of each Originator are made as of the execution
and delivery of this Agreement and as of the Closing Date, but shall survive
the sale transfer and delivery of the Receivables by the Seller to the
Depositor and by the Depositor to the Issuer and shall survive the pledge
thereof to the Indenture Trustee in accordance with the terms of the
Indenture:

      (a) List of Receivables. The information set forth in the List of
Receivables is true and correct as of its date.

      (b) Characteristics. The Receivables have the following characteristics
as of the Cutoff Date:

            (i) each Receivable is secured by a Financed Vehicle;

            (ii) each Receivable has a fixed APR, which is equal to or greater
      than 2.90%;

            (iii) the remaining maturity of each Receivable is at least 0
      months, but not more than 236 months;

            (iv) the original maturity of each Receivable was at least 12
      months, but not more than 243 months;

            (v) the weighted average remaining term to stated maturity of the
      Receivables was 163 months;

            (vi) the weighted average APR of the Receivables was 9.82%;

            (vii) the final scheduled payment dates on the Receivables range
      from December 17, 2001 to January 7, 2022;

            (viii) the average remaining principal balance of the Receivables
      per contract was $33,694.37;

                                      27
<PAGE>

            (ix) the outstanding principal balances of the Receivables ranged
      from $111.63 to $520,439.55;

            (x) each of the Receivables was first entered onto the
      Originator's servicing system (which, typically, represents the date on
      which the Originator funds the purchase of such Receivables from
      dealers) between November 20, 1986 and July 27, 2001;

            (xi) not more than 3.09% of the Obligors under the Receivables by
      Original Pool Balance had mailing addresses in any one state, as
      determined by information provided by Obligors (except debtors with
      mailing addresses in California, Texas and Florida, which represent
      approximately 18.59%, 14.39% and 9.31%, respectively, of the Original
      Pool Balance);

            (xii) at least 71.70% of the Receivables, based on Original Pool
      Balance, were secured by new Financed Vehicles at origination;

            (xiii) (approximately 41.45%, 19.18%, 26.89% and 12.49%, based on
      Original Pool Balance, were secured by motor homes, fifth wheels, travel
      trailers and other types of recreational vehicles, respectively; and

            (xiv) the weighted average original term to maturity of the
      Receivables was 182 months.

      (c) Payments. With respect to a Receivable, as of the Cutoff Date, the
payment (if any) of principal and interest for its Due Date next preceding the
Cutoff Date was made by or on behalf of the Obligor (without any advance from
the Originator or any Person acting on behalf of the Originator) or was not
delinquent for more than 59 days.

      (d) No Waivers. The terms of the Receivable have not been waived,
altered, amended or modified in any material respect, except by instruments or
documents identified in the Receivable File with respect thereto or deferments
evidenced by notations in the Servicer's Electronic Ledger, and no waiver,
alteration, amendment or modification has caused such Receivable to fail to
meet any of the other representations and warranties made by the Obligor with
respect thereto.

      (e) Binding Obligation. The Receivable is the legal, valid and binding
obligation of the Obligor thereunder and is enforceable in accordance with its
terms, except as such enforceability may be limited by laws affecting the
enforcement of creditors' rights generally and equitable remedies.

      (f) No Guarantors or Co-Signers. There is no guarantor or co-signer
under the Receivable.

      (g) No Defenses. To the best of the Originator's knowledge, as of the
Cutoff Date, no Receivable is subject to any right of rescission, setoff,
counterclaim or defense, including the defense of usury, whether arising out
of transactions concerning the Receivable or otherwise, and

                                      28
<PAGE>

no such right of rescission, setoff, counterclaim, dispute or defense,
including the defense of usury, has been asserted with respect thereto.

      (h) Insurance. The Obligor on the Receivable is required to maintain
physical damage insurance covering the related Financed Vehicle (i) in an
amount at least equal to the lesser of (a) the actual cash value of the
related Financed Vehicle or (b) the unpaid principal balance owing on such
Receivable, (ii) naming the Originator as a loss payee and (iii) insuring
against loss and damage due to fire, theft, transportation, collision and
other risks generally covered by physical damage coverage or, if the related
Financed Vehicle is not covered by such insurance, CITSF has obtained
Force-Placed Insurance with respect to any Receivable; each Receivable having
Force-Placed Insurance is separately identified on the List of Receivables and
the Principal Balance of all such Receivables does not exceed 1.8% of the
aggregate Principal Balance of all Receivables.

      (i) Lawful Assignment. The Receivable by its terms is fully assignable
and was not originated in and is not subject to the Laws of any jurisdiction
whose laws would prohibit the transfer of the Receivable to the Depositor
under this Agreement.

      (j) Compliance with Law. All requirements of any federal, state or local
Law, including, without limitation, usury, truth in lending, consumer credit
protection and equal credit opportunity Laws and licensing and permit
requirements, applicable to the Receivable or the servicing thereof have been
complied with in all material respects and the Originator shall, for so long
as CITSF is the Custodian, maintain in its possession, available for the
Seller's, Depositor's, Owner Trustee's, Indenture Trustee's, Bond
Administrator's or Back-up Servicer's inspection, and shall deliver to the
Seller, the Depositor, the Owner Trustee, the Indenture Trustee, the Bond
Administrator and the Back-up Servicer upon demand, evidence of compliance
with all such requirements.

      (k) Receivable in Force. The Receivable has not been satisfied or
subordinated in whole or in part or rescinded, and the Financed Vehicle
securing the Receivable has not been released from the security interest of
the Receivable in whole or in part. No Receivable has been granted an
extension except as noted in the servicing records of such Receivable and each
such extension has been granted in accordance with CITSF's established
extension policy.

      (l) Valid Security Interest. The Receivable, together with the
assignment thereof, if any, creates a valid and enforceable perfected first
priority security interest in favor of the Originator in the Financed Vehicle
covered thereby as security for payment of the amounts due under such
Receivable. The Originator has assigned all of its right, title and interest
in such Receivable, including the security interest in the Financed Vehicle
covered thereby, to the Seller.

      (m) Notation of Security Interest. The Originator has taken all
necessary action with respect to the Receivable to perfect the security
interest in the Financed Vehicle covered thereby in favor of the Originator.
With respect to each Receivable, if the related Financed Vehicle is located in
a state in which notation of a security interest on the title document is
required or permitted to perfect such security interest, the title document
shows, or if a new or replacement

                                      29
<PAGE>

title document with respect to such Financed Vehicle is being applied for such
title document will be issued within 140 days of the date of this Agreement
and will show, the Originator as the holder of a first priority security
interest in such Financed Vehicle; if the related Financed Vehicle is located
in a state in which the filing of a financing statement under the UCC is
required to perfect a security interest in a recreational vehicle, such
filings or recordings have been duly made and show the Originator as secured
party.

      (n) Capacity of Parties. All parties to the Receivable had legal
capacity to execute the Receivable.

      (o) Good Title. The Originator purchased the Receivable and Related
Receivable Assets for fair value and took possession thereof, without
knowledge that the Contract was subject to a security interest in favor of a
third party. The Originator has not sold, assigned or pledged the Receivable
to any person other than the Seller. Immediately prior to the transfer of the
Receivable by the Originator to the Seller, the Originator had good and
marketable title thereto free and clear of any lien, encumbrance, equity,
loan, pledge, charge, claim or security interest and was the sole owner
thereof with full right to transfer the Receivable to the Seller. Immediately
upon the transfer of the Receivable, the Seller acquired good and marketable
title to the Receivable free and clear of any encumbrance, equity, loan,
pledge, charge, claim or security interest, and the transfer thereof shall
have been perfected under applicable law. Assuming the accuracy of the
representations of the Seller set forth in Sections 3.03(a) and (b) and the
representations of the Depositor set forth in Sections 3.04(a) and (b),
immediately upon the transfers specified in those representations, the Issuer
acquired good and marketable title to the Receivable free and clear of any
encumbrance, equity, loan, pledge, charge, claim or security interest, and the
transfer thereof shall have been perfected under applicable law.

      (p) No Defaults. To the best of the Originator's knowledge, as of the
Cutoff Date, no default, breach, violation or event permitting acceleration of
the Receivable has occurred and no event has occurred and no condition exists
which, with notice and the expiration of any applicable grace or cure period,
would constitute such a material default, breach, violation or event
permitting acceleration of the Receivable (except payment delinquencies
permitted by subsection (c) above). The Originator has not waived any such
default, breach, violation or event permitting acceleration except payment
delinquencies permitted by subsection (c) above.

      (q) No Liens. To the best of the Originator's knowledge, as of the
Cutoff Date, there are no liens or claims which have been filed for delinquent
taxes, necessaries, work, labor or materials affecting the Financed Vehicle
securing the Receivable which are or may be liens prior to, or equal to, or
coordinate with, the security interest granted under the Receivable.

      (r) No Advance of Funds. None of the Originator or, to the best of the
Originator's knowledge, any prior originator or servicer has advanced funds,
or induced, solicited or knowingly received any advance from any party other
than the Obligor, directly or indirectly, for the payment of any amount due
under the Receivable.

                                      30
<PAGE>

      (s) Equal Installments. The Receivable is a Simple Interest Receivable
and provides for level monthly payments which provide interest at the stated
APR and, if paid in accordance with its schedule, fully amortize the loan over
its original term.

      (t) Enforceability. The Receivable contains customary and enforceable
provisions such as to render the rights and remedies of the holder thereof
adequate for the realization against the collateral of the benefits of the
security, except as enforceability of such provisions may be limited by
bankruptcy, insolvency or similar laws affecting the enforcement of creditors'
rights generally and by the availability of equitable remedies.

      (u) Debtor Not a Governmental Entity. The Obligor on the Receivable is
not the United States of America or any state or any agency, department,
instrumentality or political subdivision thereof.

      (v) No Repossession. As of the Cutoff Date for each Receivable, the
Financed Vehicle which secured the Receivable had not been repossessed without
reinstatement.

      (w) Only One Original. There is only one original executed copy of the
Receivable, which, immediately prior to the execution of this Agreement, was
in the possession of the Originator. Assuming the accuracy of the
representation of the Seller set forth in Section 3.03(c) and the
representation of the Depositor set forth in Section 3.04(c), there are and
will be no custodial agreements in effect materially and adversely affecting
the ability to make any delivery required in connection with the conveyance of
the Receivable to the Issuer.

      (x) Receivable is Tangible Chattel Paper. The Receivable is "tangible
chattel paper" as defined in the UCC as effect in the State of Delaware, the
State of New York and the State of Oklahoma.

      (y) Valid Transfer. All of the right, title and interest of the
Originator in the Receivable has been validly sold, transferred and assigned
to the Seller and all filings necessary to evidence such sale, transfer and
conveyance have been made in all appropriate jurisdictions.

      (z) Obligor Not a Relief Act Obligor. If (i) the Obligor on the
Receivable is in the military (including an Obligor who is a member of the
National Guard or is in the reserves) and (ii) the Receivable is subject to
the Soldiers' and Sailors' Civil Relief Act or the Military Reservist Relief
Act, such Obligor has not made a claim to CITSF that

            (A) the amount of interest on the related Receivable should be
limited to 6% pursuant to the Soldiers' and Sailors' Civil Relief Act during
the period of such Obligor's active duty status, or

            (B) payments on such Receivable should be delayed pursuant to the
Military Reservist Relief Act, in either case, unless a court has ordered
otherwise upon application of CITSF.

                                      31
<PAGE>

      (aa) Underwriting Guidelines. The Receivable was underwritten in
accordance with the Originator's underwriting guidelines in effect at the time
of origination with exceptions thereto exercised in a reasonable manner.

      (bb) No Fraud. No fraud was committed in connection with the origination
or servicing of the Receivable and no error, omission, misrepresentation,
negligence or similar occurrence with respect to a Receivable has taken place
on the part of the Originator or the Obligor.

      (cc) No Foreign Obligor. All of the Receivables are due from Obligors
who are citizens, or legal resident aliens, of the United States of America.

      (dd) No Fleet Sales. None of the Receivables have been included in a
"fleet" sale (i.e., a sale to any single Obligor of more than one Financed
Vehicle).

      (ee) Origination. The Receivable was originated in the United States of
America.

      (ff) Receivable Files Complete. There exists a complete Receivable File
pertaining to each Receivable, except that the original title document with
respect to the related Financed Vehicle is not included in the Receivable File
for any Receivable listed on Schedule A hereto (it being understood that,
pursuant to Section 3.01(m), the title document for each such Financed Vehicle
shall have been applied for prior to the Cutoff Date and shall be issued
within 140 days of the date of this Agreement).

      (gg) No Impairment. The Originator has not done anything to convey any
right to any person that would result in such person having a right to
payments due under a Receivable or otherwise to impair the rights of the
Seller, the Depositor or the Issuer in any Receivable or the proceeds thereof.

      (hh) Servicing. Each Receivable has been serviced in conformity with all
applicable laws, rules and regulations and in conformity with CITSF's policies
and procedures which are consistent with customary, prudent industry
standards.

      (ii) No Transfer Taxes. The sale, transfer, assignment and conveyance of
the Receivables by the Originator pursuant to this Agreement is not subject to
and will not result in any tax, fee or governmental charge payable by the
Originator or the Seller, the Depositor or the Issuer to any federal, state or
local government ("Transfer Taxes") other than Transfer Taxes which have been
or will be paid by the Originator as due. In the event the Seller, the
Depositor or the Issuer receives actual notice of any Transfer Taxes arising
out of the transfer, assignment and conveyance of the Receivables, on written
demand by the Seller, the Depositor or the Issuer, or upon the Originator's
otherwise being given notice thereof by the Issuer or the Indenture Trustee,
the Originator shall pay, and otherwise indemnify and hold the Seller, the
Depositor or the Issuer harmless, on an after-tax basis, from and against any
and all such Transfer Taxes (it being understood that no subsequent assignees
of the Seller, the Depositor or the Issuer shall have no obligation to pay
such Transfer Taxes).

                                      32
<PAGE>

      (jj) No Force-Placed Insurance Premium Payments Included in Principal
Balances. The outstanding principal balance of the Receivable (as set forth on
the Computer Tape and the List of Receivables) does not include (1) the amount
of any premium payable with respect to Force-Placed Insurance or (2) the
amount of any loan to the related Obligor for the payment of any such premium.

      (kk) No Third-Party Originator or Servicer. The Receivable was not
originated by any Person other than CITSF or CITCF-NY and was not serviced at
any time by any Person other than CITSF.

      Section 3.02. Representations and Warranties of the Originator Regarding
the Receivables in the Aggregate.

      Each Originator, jointly and severally, makes the following
representations and warranties to the Depositor, the Issuer, the Owner
Trustee, the Indenture Trustee and the Bond Administrator, and the Depositor,
the Issuer, the Owner Trustee, the Indenture Trustee and the Bond
Administrator shall be declared to have relied upon such representations and
warranties on the date hereof and on the Closing Date, regardless of any
independent investigation and/or review now, heretofore or hereafter made by
the Depositor, the Issuer, the Owner Trustee, the Indenture Trustee or the
Bond Administrator or their respective attorneys or agents, and regardless of
any opportunity for any such investigation or review. The following
representations and warranties of each Originator are made as of the execution
and delivery of this Agreement and as of the Closing Date, but shall survive
the sale transfer and delivery of the Receivables by the Seller to the
Depositor and by the Depositor to the Issuer and shall survive the pledge
thereof to the Indenture Trustee in accordance with the terms of the
Indenture:

      (a) Amounts. The aggregate principal amounts payable by Obligors under
the Receivables as of the Cutoff Date equal the Original Pool Balance.

      (b) Computer Tape. As of the Closing Date, the Computer Tape made
available by the Originator shall be complete and accurate in all material
respects as of its date and include a description of the same Receivables that
are described in the List of Receivables.

      (c) Marking Records. By the Closing Date, the Originator shall have
caused the portions of the Electronic Ledger relating to the Receivables to be
clearly and unambiguously marked to indicate that such Receivables are owned
by the Seller in accordance with the terms hereof.

      (d) Bulk Transfer Laws. The transfer, assignment and conveyance of the
Receivables and the Receivable Files from the Originator to the Seller is not
subject to the bulk transfer or any similar statutory provisions in effect in
any applicable jurisdiction.

      Section 3.03. Representations and Warranties of the Seller. The Seller
makes the following representations and warranties, on which the Depositor
relies in accepting the Receivables. Such representations and warranties speak
as of the execution and delivery of this Agreement and as of the Closing Date,
but shall survive the sale, transfer and assignment of the

                                      33
<PAGE>

Receivables by the Seller to the Depositor, the sale, transfer and assignment
of the Receivables by the Depositor to the Issuer and the pledge thereof to
the Indenture Trustee in accordance with the terms of the Indenture:

      (a) Title. The Seller shall convey to the Depositor all right, title and
interest of the Seller in and to the Receivables, including all right, title
and interest of the Seller in and to the security interests in the related
Financed Vehicles.

      (b) All Filings Made. The Seller has caused all filings (including UCC
filings) to be made in New York and Delaware with respect to the sale of the
Receivables to the Depositor.

      (c) Liens. The Seller has not taken any actions to create, incur or
suffer to exist any Lien on or restriction on transferability of any
Receivable except for the Lien of the Indenture and the restrictions on
transferability imposed by this Agreement.

      Section 3.04. Representations and Warranties of the Depositor. The
Depositor makes the following representations and warranties, on which the
Issuer relies in accepting the Receivables and delivering the Securities. Such
representations and warranties speak as of the execution and delivery of this
Agreement and as of the Closing Date, but shall survive the sale, transfer and
assignment of the Receivables by the Depositor to the Issuer and the pledge
thereof to the Indenture Trustee in accordance with the terms of the
Indenture:

      (a) Title. The Depositor shall convey to the Issuer all right, title and
interest of the Depositor in and to the Receivables, including all right,
title and interest of the Depositor in and to the security interest in the
related Financed Vehicle.

      (b) All Filings Made. The Depositor has caused all filings (including
UCC filings) to be made in New York and Delaware with respect to the sale of
the Receivables to the Issuer and the pledge contemplated in the Basic
Agreements to the Indenture Trustee.

      (c) Liens. The Depositor has not taken any actions to create, incur or
suffer to exist any Lien on or restriction on transferability of any
Receivable except for the Lien of the Indenture and the restrictions on
transferability imposed by this Agreement.

      (d) Perfection. The Depositor further makes all the representations,
warranties and covenants set forth in Exhibit D.

      Section 3.05. Repurchase Upon Breach. Each of the Depositor, the Owner
Trustee, the Indenture Trustee, the Seller and the Servicer shall inform the
other parties to this Agreement promptly, in writing, upon the discovery by it
of any breach of the Originator's representations and warranties made pursuant
to Section 3.01 or Section 3.02 of this Agreement. Unless any such breach
shall have been cured by the last day of the first Collection Period
commencing after the discovery or notice thereof, then, in addition to any
remedy for such breach available pursuant to Section 6.07 of this Agreement,
the Originator shall be obligated to purchase as of such last day any
Receivable the value of which is materially and adversely affected by any such
breach; provided, however, that, notwithstanding the qualification of any of
the representations

                                      34
<PAGE>

and warranties contained in Section 3.01 or Section 3.02 as to the
Originator's knowledge, a breach in the substance of any such representation
and warranty (without giving effect to such qualification as to knowledge)
shall require the Seller to perform its repurchase or cure obligations set
forth in this Section 3.05. In consideration of the repurchase of any such
Receivable, the Originator shall remit the Purchase Amount to the Collection
Account and notify in writing the Indenture Trustee of such deposit in the
manner specified in Section 5.04.

      Section 3.06. Custody of Receivable Files. To assure uniform quality in
servicing the Receivables and to reduce administrative costs, the Issuer
hereby revocably appoints the Servicer, and the Servicer hereby accepts such
appointment, to act for the benefit of the Issuer and the Indenture Trustee as
custodian of the Receivable Files, which are hereby constructively delivered
by the Issuer to the Indenture Trustee.

      Section 3.07. Duties of Servicer as Custodian.

      (a) Safekeeping. The Servicer shall hold the Receivable Files as
custodian for the benefit of the Issuer and the Indenture Trustee, and shall
maintain such accurate and complete accounts, records and computer systems
pertaining to each Receivable File as shall enable the Issuer to comply with
this Agreement.

      In performing its duties under this Section 3.07, the Servicer shall act
with reasonable care, using that degree of skill and attention that the
Servicer exercises with respect to the receivable files relating to all
comparable receivables that the Servicer services for itself or others. The
Servicer 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, in such a manner as shall enable the Trust, the
Owner Trustee and the Indenture Trustee to verify the accuracy of the
Servicer's record keeping. The Servicer shall promptly report to the Trust any
failure on its part to hold the Receivable Files and maintain its accounts,
records and computer systems as herein provided and shall promptly take
appropriate action to remedy any such failure. Nothing herein shall be deemed
to require an initial review or any periodic review by the Trust, the Owner
Trustee and the Indenture Trustee of the Receivable Files. In acting as
custodian of the Receivable Files, the Servicer agrees further not to assert
any beneficial ownership interests in the Receivables or the Receivable Files.

      (b) Maintenance of and Access to Records. The Servicer shall maintain
each Receivable File at one of its offices specified in Schedule C to this
Agreement or at such other office as shall be specified to the Issuer and the
Indenture Trustee by written notice not later than 90 days after any change in
location. The Servicer shall make available to the Issuer and the Indenture
Trustee or their duly authorized representatives, attorneys or auditors a list
of locations of the Receivable Files and the related accounts, records and
computer systems maintained by the Servicer at such times during normal
business hours as the Issuer shall reasonably instruct, which does not
unreasonably interfere with the Servicer's normal operations or customer or
employee relations.

                                      35
<PAGE>

      (c) Release of Documents. Upon written instruction from the Indenture
Trustee or, if the Notes have been paid in full, from the Owner Trustee, the
Servicer shall release any Receivable File to the Indenture Trustee or the
Owner Trustee, as the case may be, or to the agent or designee of the
Indenture Trustee or the Owner Trustee, as the case may be, at such place or
places as the Indenture Trustee or the Owner Trustee, as applicable, may
designate, as soon as practicable (but in no event more than seven (7) days
after the date of such release). Upon the release and delivery of any such
document in accordance with the instructions of the Indenture Trustee or the
Owner Trustee, as the case may be, the Servicer shall be released from any
further liability and responsibility under this Section 3.07 with respect to
such documents and any other provision of this Agreement if the fulfillment of
the Servicer's responsibilities is dependent upon possession of such
documents, unless and until such time as such documents shall be returned to
the Servicer. In no event shall the Servicer be responsible for any loss
occasioned by the Indenture Trustee's or the Owner Trustee's failure to return
any Receivable File or any portion thereof in a timely manner.

      Section 3.08. Instructions; Authority to Act. The Servicer shall be
deemed to have received proper instructions with respect to the Receivable
Files upon its receipt of written instructions signed by a Trust Officer of
the Indenture Trustee or, if the Notes have been paid in full, of the Owner
Trustee. A certified copy of a by-law or of a resolution of the Board of
Directors of the Indenture Trustee or Owner Trustee, as applicable, shall
constitute conclusive evidence of the authority of any such Trust Officer to
act and shall be considered in full force and effect until receipt by the
Servicer of written notice to the contrary given by the Indenture Trustee or
Owner Trustee, as applicable.

      Section 3.09. Custodian's Indemnification. The Servicer, as custodian,
shall indemnify the Trust, the Noteholders, the Owner Trustee, the Bond
Administrator and the Indenture Trustee and each of their officers, directors,
employees and agents for any and all liabilities, obligations, losses,
compensatory damages, payments, costs, or expenses of any kind whatsoever that
may be imposed on, incurred by or asserted against the Trust, the Owner
Trustee, the Bond Administrator or the Indenture Trustee or any of their
officers, directors, employees or agents as the result of any improper act or
omission by the Servicer, as custodian, relating to the maintenance and
custody of the Receivable Files; provided, however, that the Servicer shall
not be liable to the Trust, the Owner Trustee, the Indenture Trustee, the Bond
Administrator, the Back-up Servicer, any successor Servicer or successor
Custodian or any such officer, director, employee or agent of the Trust, the
Owner Trustee, the Indenture Trustee, the Bond Administrator, the Back-up
Servicer, or any successor Servicer or successor Custodian for any portion of
any such amount resulting from the willful misfeasance, bad faith or
negligence of the Owner Trustee, the Indenture Trustee, the Bond
Administrator, the Back-up Servicer, or any successor Servicer or successor
Custodian, as the case may be, or any such officer, director, employee or
agent of the Trust, the Owner Trustee, the Indenture Trustee, the Bond
Administrator, the Back-up Servicer, or any successor Servicer or successor
Custodian, as the case may be.

      Indemnification under this Section shall survive the resignation or
removal of the Servicer or the termination of this Agreement with respect to
acts or omissions of such Servicer

                                      36
<PAGE>

preceding such resignation or removal and shall include reasonable fees and
expenses of counsel and expenses of litigation. If the 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 collects any of such amounts
from others, such Person shall promptly repay such amounts to the Servicer,
without interest.

      Section 3.10. Effective Period and Termination. The Servicer's
appointment as custodian shall become effective as of the Cutoff Date and
shall continue in full force and effect unless and until terminated pursuant
to this Section 3.10. If the Servicer or any successor Servicer shall resign
as Servicer in accordance with the provisions of this Agreement or if all of
the rights and obligations of the Servicer or any successor Servicer shall
have been terminated under Section 10.02, the appointment of such Servicer as
custodian may be terminated by the Issuer or by the Holders of Notes
evidencing not less than 25% of the Outstanding Amount of the Notes, by the
Owner Trustee or by Holders (other than the Seller or an affiliate thereof),
in the same manner as the Indenture Trustee or such Noteholders may terminate
the rights and obligations of the Servicer under Section 10.02. The Indenture
Trustee or, with the consent of the Indenture Trustee, the Owner Trustee may
terminate the Servicer's appointment as custodian, with cause, at any time
upon written notification to the Servicer and without cause, only by written
notification to the Servicer pursuant to Section 10.02. As soon as practicable
after any termination of such appointment (but in no event more than ten (10)
Business Days after any such termination of appointment), the Servicer shall
deliver the Receivable Files to the Bond Administrator, as agent of the
Indenture Trustee, at such place or places as the Bond Administrator, on
behalf of the Indenture Trustee, may reasonably designate. Notwithstanding the
termination of CITSF as custodian, the Indenture Trustee and the Owner Trustee
agree that, upon any such termination and for so long as CITSF remains the
Servicer hereunder, the Indenture Trustee or the Owner Trustee, as the case
may be, shall provide, or cause its agent to provide, access to the Receivable
Files to the Servicer for the purpose of enabling the Servicer to perform its
obligations under this Agreement with respect to the servicing of the
Receivables.

      Section 3.11. Filings. From time to time, at its own expense, the
Servicer shall take or cause to be taken such actions and execute such
documents as are necessary to perfect and protect the Owner Trustee's or
Indenture Trustee's, as applicable, interest in the Receivables and proceeds
thereof against all other Persons, including, without limitation, the filing
of financing statements, amendments thereto and continuation statements, the
execution of transfer instruments and the making of notations on or taking
possession of all records or documents of title.

                                      37
<PAGE>

                                  ARTICLE IV

                 ADMINISTRATION AND SERVICING OF RECEIVABLES

      Section 4.01. Duties of Servicer. The Servicer, for the benefit of the
Issuer and the Indenture Trustee, shall manage, service, administer and make
collections on the Receivables and perform the other actions required by the
Servicer under this Agreement. The Servicer shall administer, service and make
collections on the Receivables pursuant to this Agreement in accordance with
its customary and usual procedures and consistent with the procedures employed
by institutions that service recreational vehicle retail installment sale
contracts and recreational vehicle installment loan notes. The Servicer's
duties shall include collection and posting of all payments, responding to
inquiries of Obligors or by federal, state or local governmental authorities
with respect to the Receivables, investigating delinquencies, reporting
federal income tax information to Obligors, monitoring the collateral in cases
of Obligor default and handling the foreclosure or other liquidation of
Financed Vehicles in appropriate instances (subject to reimbursement of its
expenses incurred in connection with such foreclosure, liquidation or other
realization on the Receivables), administering and enforcing Insurance
Policies in accordance with its customary practices, accounting for
collections, furnishing monthly and annual statements to the Owner Trustee,
Indenture Trustee, Bond Administrator and Back-up Servicer with respect to
distributions and performing the other duties specified herein. To the extent
consistent with the standards, policies and procedures otherwise required
hereby, the Servicer shall follow its customary standards, policies and
procedures and shall have full power and authority, acting alone, to do any
and all things in connection with the managing, servicing, administration and
collection of the Receivables that it may deem necessary or desirable. Without
limiting the generality of the foregoing, the Servicer is hereby authorized
and empowered to execute and deliver, on behalf of itself, the Issuer, the
Owner Trustee, the Indenture Trustee, the Certificateholders and the
Noteholders, or any of them, any and all instruments of satisfaction or
cancellation, or of partial or full release or discharge, and all other
comparable instruments with respect to the Receivables and with respect to the
Financed Vehicles; provided, however, that, notwithstanding the foregoing, the
Servicer shall not, except pursuant to an order from a court of competent
jurisdiction, execute documents that would release an Obligor from payment of
any unpaid amount due under any Receivable, reduce the related APR or waive
the right to collect the unpaid balance of any Receivable from an Obligor. The
Servicer is hereby authorized to commence, in its own name, if possible, or in
the name of the Issuer, the Indenture Trustee, the Owner Trustee, the
Certificateholders or the Noteholders, a legal proceeding to enforce a
Receivable pursuant to Section 4.02 or to commence or participate in any other
legal proceeding (including a bankruptcy proceeding) relating to or involving
a Receivable, an Obligor or a Financed Vehicle. If the Servicer commences or
participates in any such legal proceeding in its own name, the Indenture
Trustee or the Issuer shall thereupon be deemed to have automatically assigned
the applicable Receivable to the Servicer solely for purposes of commencing or
participating in such proceeding as a party or claimant, and the Servicer is
authorized and empowered by the Indenture Trustee or the Issuer to execute and
deliver in the Indenture Trustee's or the Issuer's name any notices, demands,
claims, complaints, responses, affidavits or other documents or instruments in
connection with any such proceeding. If in any enforcement suit or legal
proceeding it shall be held that the Servicer may not enforce a

                                      38
<PAGE>

Receivable on the ground that it shall not be a real party in interest or a
holder entitled to enforce such Receivable, the Owner Trustee shall, at the
Servicer's expense and direction, take steps to enforce such Receivable,
including bringing suit in its name or the name of the Issuer, the Indenture
Trustee, the Certificateholders or the Noteholders. At the written request of
the Servicer, accompanied by the form of power of attorney or other documents
being requested, the Owner Trustee and the Indenture Trustee shall furnish to
the Servicer any powers of attorney and other documents necessary or
appropriate to enable the Servicer to carry out its servicing and
administrative duties hereunder, and the Owner Trustee and the Indenture
Trustee shall not be held responsible for any acts by the Servicer in its uses
of any such powers of attorney or other document. The Servicer shall indemnify
the Trust, the Owner Trustee and the Indenture Trustee for any reasonable
costs, liabilities and expenses (including reasonable attorneys' fees)
incurred by the Trust, the Owner Trustee or the Indenture Trustee in
connection with the intentional or negligent or otherwise improper use of such
power of attorney by the Servicer, as applicable.

      Section 4.02. Collection of Receivable Payments; Modifications of
Receivables.

      Consistent with the standards, policies and procedures required by this
Agreement, the Servicer shall make reasonable efforts, consistent with the
customary servicing practices and procedures employed by the Servicer with
respect to Receivables owned or serviced by it, to collect all payments called
for under the terms and provisions of the Receivables as and when the same
shall become due, and in connection therewith shall follow such normal
collection practices and procedures as it follows with respect to comparable
new or used recreational vehicle installment sale contracts that it services
for itself and others. The Servicer shall not reduce or defer scheduled
payments, extend any Receivable or otherwise modify the terms of any
Receivable; provided, however, that, consistent with its customary practices
and servicing procedures, the Servicer may, in its discretion, arrange with an
Obligor to, defer, reschedule, extend or modify the payment schedule of any
delinquent Receivable for credit related reasons that would be acceptable to
the Servicer with respect to a comparable Receivable secured by a new or used
Financed Vehicle that it services for itself or others, so long as the
deferral, rescheduling, extension or other modification of the terms of the
Receivable would not constitute a cancellation of such Receivable and the
creation of a new installment sale contract or direct loan; provided further
that the Servicer shall not grant more than three (3) deferments to the
Obligor with respect to any given Receivable; and provided further that no
such deferral, rescheduling, extension or other modification shall extend the
final payment date on any Receivable beyond the last day of the Collection
Period ending six months prior to the Class D Note Final Scheduled
Distribution Date. If, as a result of deferring, rescheduling or extending of
payments or any other modification, such deferring, rescheduling, extension or
modification breaches any of the terms of the preceding sentence, then the
Servicer shall be obligated to purchase such Receivable on the Distribution
Date immediately following the date on which it became aware or received
written notice from the Owner Trustee or Indenture Trustee of such failure.
The Servicer may, in accordance with its customary servicing practices and
procedures, in its good faith judgment, waive any Late Fees that may be due or
payable under any Receivable. Notwithstanding the foregoing, in connection
with the settlement by the Servicer of a defaulted Receivable, the Servicer
may forgive a portion of such Contract, if in its discretion it believes that
the acceptance of the settlement proceeds from the related Obligor would
result in

                                      39
<PAGE>

the Owner Trustee or Indenture Trustee receiving a greater amount of
collections than the Liquidation Proceeds that would result from repossessing
and liquidating the related Financed Vehicle. Neither the Servicer nor any of
its Affiliates shall specifically target and solicit, by means of direct mail
or telephonic or personal solicitation or by any other means, the Obligors to
prepay such Contracts.

      Section 4.03. Enforcement; Realization upon Receivables.

      (a) The Servicer shall, consistent with customary servicing procedures
and the terms of this Agreement, act with respect to the Receivables in such
manner as, in the Servicer's reasonable judgment, will maximize the receipt of
principal and interest on all Receivables and Liquidation Proceeds in respect
of defaulted Receivables.

      (b) Consistent with the standards, policies and procedures required by
this Agreement, the Servicer shall repossess or otherwise convert the
ownership of and liquidate any Financed Vehicle securing a Receivable with
respect to which the Servicer shall have determined that eventual payment in
full is unlikely. The Servicer shall begin such repossession and conversion
procedures as soon as practicable after default on such Receivable in
accordance with its customary procedures; provided, however, that the Servicer
may elect not to repossess a Financed Vehicle within such time period if in
its good faith judgment it determines that the proceeds ultimately recoverable
with respect to such Receivable would be increased by forbearance. In
repossessing or otherwise converting the ownership of a Financed Vehicle and
liquidating a Receivable, the Servicer is authorized to follow such customary
practices and procedures as it shall deem necessary or advisable, consistent
with the standard of care required by Section 4.01, which practices and
procedures may include the sale of the related Financed Vehicle at public or
private sale, the submission of claims under an insurance policy and other
actions by the Servicer in order to realize upon a Receivable; provided,
however, that, in any case in which the Financed Vehicle shall have suffered
damage, the Servicer shall not expend funds in connection with any repair or
towards the repossession of such Financed Vehicle unless it shall determine in
its reasonable judgment that such repair or repossession shall increase the
related Liquidation Proceeds by an amount materially greater than the expense
for such repair or repossession. The Servicer shall be entitled to recover all
expenses incurred by it that are reasonably allocated to repossessing and
liquidating a Financed Vehicle into cash proceeds, but only out of the cash
proceeds of the sale of such Financed Vehicle or any deficiency obtained from
the related Obligor. In the event that title to any Financed Vehicle is
acquired in foreclosure or by conveyance in lieu of foreclosure, the deed or
certificate of sale shall be issued to the Servicer, as agent of the Issuer,
or, if so required by law, to another agent of the Issuer that shall be
specified by the Issuer.

      (c) The Servicer shall exercise any rights of recourse against third
persons that exist with respect to any Contract in accordance with the
Servicer's usual practice and the standards, policies and procedures required
by this Agreement. In exercising recourse rights, the Servicer is authorized
on the Issuer's behalf to reassign the Receivable or to resell the related
Financed Vehicle to the person against whom recourse exists at the price set
forth in the document creating the recourse.

                                      40
<PAGE>

      (d) The Servicer may enforce any due-on-sale clause in a Receivable if
such enforcement is called for under its then-current servicing policies for
obligations similar to the Receivable, provided that such enforcement is
permitted by applicable law and will not adversely affect any applicable
Insurance Policy.

      Section 4.04. Maintenance of Insurance.

      (a) The Servicer, in accordance with its customary servicing practices
and procedures, shall use commercially reasonable efforts to require that each
Obligor shall have obtained and shall maintain physical damage insurance
covering the Financed Vehicle, provided that such insurance shall be in an
amount no greater than the outstanding principal balance of the related
Receivable or, if such insurance also covers the interest of the related
Obligor in the Financed Vehicle, no greater than the greater of the
outstanding principal balance of the related Receivable and the value of the
Financed Vehicle, or such lesser amount permitted by applicable law. The
Servicer may, but shall not be obligated to, verify if such insurance is being
maintained by the Obligors or enforce rights or pursue any remedies under the
Receivables or applicable law to require the Obligors to maintain physical
damage insurance, in accordance with the Servicer's customary servicing
practices and procedures with respect to comparable new or used recreational
vehicles financed by installment sale contracts that it services for itself or
others. If an Obligor fails to maintain such insurance, the Servicer may, but
shall not be obligated to, obtain insurance and advance such premiums for such
insurance on behalf of such Obligor. If the Servicer obtains such insurance
and advances such premiums for such insurance, such insurance policy shall
name the Servicer as an additional insured and loss payee, and shall be issued
by an insurer having a rating of "A" or better by A.M. Best (such insurance
being referred to herein as "Force-Placed Insurance"). Such Force-Placed
Insurance and any commissions or finance charges collected by the Servicer in
connection therewith shall be, to the extent permitted by law, in an amount in
accordance with customary servicing practices and procedures, but in no event
shall such Force-Placed Insurance be in an amount greater than the outstanding
principal balance of the related Receivable or, if such insurance also covers
the interest of the related Obligor in the Financed Vehicle, no greater than
the greater of the outstanding principal balance of the related Receivable and
the value of the Financed Vehicle, or such lesser amount permitted by
applicable law. The Servicer shall disclose to the related Obligor all
information with respect to such Force-Placed Insurance, commissions and
finance charges as required by applicable law. The Servicer, pursuant to its
customary servicing practices and procedures, shall not obtain Force-Placed
Insurance when the principal balance of the related retail installment sale
contract or installment loan falls below $2,500. In accordance with such
customary servicing practices and procedures, the Servicer may periodically
readjust such levels, suspend Force-Placed Insurance or arrange other methods
of protection of the Financed Vehicles that it deems necessary or advisable,
provided that the Servicer determines that such actions do not materially and
adversely affect the interests of the Owner. The Servicer shall promptly
provide to the Owner written notice of any such readjustment, suspension or
other arrangement. Any portion of the monthly payment of an Obligor
attributable to Insurance Advances will not be owned by the Owner, and amounts
allocable thereto will not be available for distribution to the Owner. Unless
otherwise designated by the Obligor, the Servicer shall not allocate payments
by the Obligor to Insurance Advances in respect of such Receivables if any
amount of principal or interest is due

                                      41
<PAGE>

but unpaid on such Receivables. The Servicer shall not deposit payments
allocable to Insurance Advances in the Collection Account and shall instead
promptly pay such amounts to an account of the Servicer maintained for that
purpose. In the event that an Obligor under a Receivable with respect to which
the Servicer has made Insurance Advances or advanced funds to obtain
Force-Placed Insurance makes scheduled payments under the Receivable, but
fails to make scheduled payments of such Insurance Advances as due, and the
Servicer has determined that eventual payment of such amount is unlikely, the
Servicer may, but shall not be required to, take any action available to it,
including determining that the related Receivable is in default, taking
remedial action and determining that the Receivable is a Liquidated
Receivable; provided, however, that any Liquidation Proceeds with respect to
such Liquidated Receivable shall be applied first to reimburse the Servicer
for any unreimbursed Insurance Advances in respect of such Liquidated
Receivable prior to the application of any such Liquidation Proceeds to
accrued and unpaid interest on, or the outstanding Principal Balance of, such
Liquidated Receivable. If the Liquidation Proceeds of a Liquidated Receivable
are insufficient to repay in full the Servicer for unreimbursed Insurance
Advances in respect of such Liquidated Receivable, the Servicer shall be
reimbursed for the amount of such Nonrecoverable Advance, but only to the
extent of such Outstanding Amount Advanced, from amounts on deposit in the
Collection Account, pursuant to Section 5.05(b).

      (b) The Servicer, or any affiliate of the Servicer, may, to the extent
permitted by law (i) enter into agreements with one or more insurers or other
Persons pursuant to which the Servicer or such affiliate will earn commissions
and fees in connection with any insurance policy purchased by an Obligor
including, without limitation, any physical damage insurance policy (whether
or not such physical damage insurance policy is force-placed pursuant to the
provisions of any Receivable), or any other insurance policy whatsoever, and
(ii) in connection with the foregoing, to solicit, or permit and assist any
insurer or any agent thereof to solicit (including, without limitation,
providing such insurer or agent a list of Obligors including name, address or
other information) any Obligor.

      (c) The Servicer may make advances ("Insurance Advances") to an Obligor
to finance insurance premiums related to the Financed Vehicle; provided,
however, that in no event shall any such Insurance Advances be secured by the
related Financed Vehicle. If the Liquidation Proceeds of a Liquidated
Receivable are insufficient to repay in full the Servicer for unreimbursed
Insurance Advances in respect of such Liquidated Receivable, then, on the
Distribution Date immediately following the date on which such Receivable
became a Liquidated Receivable, the Servicer shall be repaid the unreimbursed
amount of such Insurance Advances from amounts on deposit in the Collection
Account, pursuant to Section 5.05(b).

      Section 4.05. Maintenance of Security Interests in Financed Vehicles.

      (a) The Servicer shall, in accordance with its customary servicing
procedures, take such steps as are necessary to maintain perfection of the
security interest created by each Receivable in the related Financed Vehicle;
provided, however, that the Servicer shall not be obligated to amend any
certificate of title to note the Indenture Trustee's interest as the assignee
of the secured party on the certificate of title to such Financed Vehicle even
if such notation is

                                      42
<PAGE>

required to perfect the Indenture Trustee's security interest in such Financed
Vehicle. The Servicer is hereby authorized to take such steps as are necessary
to re-perfect such security interest on behalf of the Issuer and the Indenture
Trustee for any other reason. Without limitation of the foregoing, the
Servicer hereby agrees to take, to the extent permitted by law, such steps as
are necessary to re-perfect such security interest in the name of CITSF or
CITCF-NY in the event of the relocation of a Financed Vehicle to a
jurisdiction other than the jurisdiction in which steps had been taken to
perfect the security interest in favor of CITSF or CITCF-NY. In the event that
the assignment of a Receivable to the Issuer and by the Issuer to the
Indenture Trustee pursuant to the Indenture is insufficient, without a
notation on the related Financed Vehicle's certificate of title, or without
fulfilling any additional administrative requirements under the laws of the
State in which such Financed Vehicle is located, to perfect a security
interest in the related Financed Vehicle in favor of the Indenture Trustee,
the Servicer and the Originators hereby agree that the designation of CITSF or
CITCF-NY, as applicable, as the secured party on the certificate of title is
in its capacity as agent of the Indenture Trustee and the Servicer further
agrees to hold such certificate of title as the Indenture Trustee's agent and
custodian.

      (b) The Depositor, the Owner Trustee, the Indenture Trustee and the
Servicer hereby agree that, upon the occurrence of a Servicer Termination
Event, the Controlling Party may take or cause to be taken such actions as
may, in the opinion of counsel to the Controlling Party, be necessary to
perfect or re-perfect the security interests in the Financed Vehicles in the
name of the Issuer, including by amending the title documents of the Financed
Vehicles. The Servicer hereby agrees to pay all expenses related to such
perfection or reperfection and to take all action necessary therefor. If such
expenses are not paid within 15 days after delivery of any invoice therefor,
such expenses shall be paid pursuant to Section 5.06(b)(xiii).

      (c) In order to facilitate the successor Servicer's actions, as
described in herein, CITSF will provide, and will cause CITCF-NY to provide,
the successor Servicer with any necessary power of attorney permitting it to
retitle the Financed Vehicle. The Servicer shall cause each Seller to appoint
the Issuer (acting through the Issuer or the Servicer) its attorney-in-fact to
endorse, as appropriate, the certificate of title relating to any Financed
Vehicle in order to cause a change in the registration of legal owner of the
Financed Vehicle to the Issuer at such time as such certificate of title is
endorsed and delivered to the relevant state department of motor vehicles with
appropriate fees. CITSF shall cause each Originator to provide the Issuer with
any necessary power of attorney for such purpose.

      (d) In the event that the successor Servicer seeks to foreclose on a
Financed Vehicle and if the successor Servicer is unable to retitle or
otherwise perfect a security interest in the Financed Vehicle then the
Servicer, at its expense, shall take all actions necessary to act with the
successor Servicer, to the extent permitted by law, to enable the successor
Servicer to foreclose upon the Financed Vehicle, including, as appropriate,
the filing of any UCC-1 or UCC-2 financing statements necessary to perfect the
security interest in any Financed Vehicle.

      Section 4.06. Covenants of Servicer. By its execution and delivery of
this Agreement, the Servicer hereby covenants as follows (upon which covenants
the Issuer, the Indenture

                                      43
<PAGE>

Trustee and the Owner Trustee rely in accepting the Receivables and delivering
the applicable Notes):

      (a) Liens in Force. No Financed Vehicle securing a Receivable shall be
released in whole or in part from the security interest granted by such
Receivable, except upon payment in full of such Receivable or as otherwise
contemplated herein;

      (b) No Impairment. The Servicer shall do nothing to impair the rights of
the Trust in the property of the Trust or take any action inconsistent with
the Trust's ownership of the property of the Trust, except as expressly
provided herein;

      (c) No Amendments. The Servicer shall not increase the number of
payments under any Receivable, or increase the Principal Balance of any
Receivable that is used to finance the purchase price of the related Financed
Vehicle, or extend or forgive payments on a Receivable, or extend or otherwise
modify the payment schedule or any other terms of a Receivable, except as
specifically provided in this Agreement;

      (d) Restrictions on Liens. The Servicer shall not (A) create, incur or
suffer to exist, or agree to create, incur or suffer to exist, or consent to
or permit in the future (upon the occurrence of a contingency or otherwise)
the creation, incurrence or existence of any Lien on or restriction on
transferability of any Receivable except for the Lien of the Indenture and the
restrictions on transferability imposed by this Agreement or (B) other than as
contemplated herein, sign or file any UCC financing statements in any
jurisdiction that names Salomon Brothers Realty Corp. or the Depositor as a
debtor, and any Person other than the Depositor, the Indenture Trustee or the
Issuer as a secured party, or sign any security agreement authorizing any
secured party thereunder to file any such financing statement, in each case
with respect to the Receivables or the related property;

      (e) Compliance with Insurance Policies. The Servicer shall not fail to
comply with the provisions of any Insurance Policy, if the failure so to
comply would impair the protection or benefit to be afforded by such Insurance
Policies;

      (f) Maintenance of Licenses. The Servicer shall not fail to obtain and
maintain any license, permit or other approval required by and Federal or
State law in order to comply with the obligations of the Servicer under this
Agreement and any related agreements.

      Section 4.07. Purchase of Receivables Upon Breach. Upon discovery by any
of the Servicer, the Seller, the Depositor, the Owner Trustee, the Bond
Administrator, the Back-up Servicer or the Indenture Trustee of a breach by
the Servicer of any its obligations under Sections 4.02, 4.04 or 4.05 or the
covenants set forth in Section 4.06, the party discovering such breach shall
give prompt written notice to the other; provided, however, that the failure
to give any such notice shall not affect any obligation of the Servicer under
this Section 4.07. On or before the last day of the first Collection Period
commencing after its discovery or receipt of notice of the breach of any
obligation under Sections 4.02, 4.04 or 4.05 or covenant set forth in Section
4.06 that materially and adversely affects the interests of the Issuer, the
Indenture Trustee, the Owner Trustee, the Certificateholders or the
Noteholders in any Receivable, the

                                      44
<PAGE>

Servicer shall, unless such breach shall have been cured in all material
respects by such date, purchase from the Issuer the Receivable affected by
such breach. In consideration of the purchase of any such Receivable, the
Servicer shall remit the related Purchase Amount into the Collection Account,
with written notice to the Indenture Trustee of such deposit, in the manner
specified in Section 5.04. Subject to Section 9.02, it is understood and
agreed that the obligation of the Servicer to purchase any Receivable with
respect to which such a breach has occurred and is continuing shall, if such
obligation is fulfilled, constitute the sole remedy against the Servicer for
such breach available to the Issuer, the Owner Trustee, the Indenture Trustee,
the Bond Administrator or the Noteholders.

      Section 4.08. Servicing Fee. The Servicing Fee shall be payable to the
Servicer on each Distribution Date. That part of the Servicing Fee based on
the Servicing Fee Rate shall be calculated on the basis of a 360-day year
comprised of twelve 30-day months. The Servicer shall be required to pay all
expenses incurred by it in connection with its activities under this Agreement
(including taxes imposed on the Servicer and expenses incurred in connection
with distributions and reports made by the Servicer to the Owner Trustee and
the Indenture Trustee).

      Section 4.09. Servicer's Certificate. Not later than 10:00 a.m. (New
York City time) on each Determination Date, the Servicer shall deliver to the
Owner Trustee, the Indenture Trustee, the Bond Administrator, the Back-up
Servicer and the Depositor, with a copy to each Rating Agency and Salomon
Smith Barney Inc., a Servicer's Certificate containing all information
necessary to make the distributions to be made on the related Distribution
Date pursuant to Section 5.06 for the related Collection Period and any other
information the Indenture Trustee may reasonably request. Such Servicer's
Certificate shall be certified by a Responsible Officer of the Servicer that
the information provided is complete and no defaults have occurred. With
respect to each Collection Period, Receivables to be purchased by the Servicer
or an Originator and each Receivable that became a Liquidated Receivable, in
each case, during such Collection Period shall be identified by the Servicer
by account number with respect to such Receivable (as specified in the
Schedule of Receivables).

      Section 4.10. Annual Statement as to Compliance; Notice of Servicer
Termination Event or Additional Servicer Termination Event.

      (a) The Servicer shall deliver to the Owner Trustee, the Indenture
Trustee, the Bond Administrator and each Rating Agency, within 120 days after
the end of each calendar year, commencing with 2001, an Officer's Certificate
signed by a Responsible Officer of the Servicer, stating that (i) a review of
the activities of the Servicer during the preceding 12-month period (or such
shorter period in the case of the first such Officer's Certificate) and of the
performance of its obligations under this Agreement has been made under such
officer's supervision and (ii) to such officer's knowledge, based on such
review, the Servicer has fulfilled all its obligations under this Agreement
throughout such period or, if there has been a default in the fulfillment of
any such obligation, specifying each such default known to such officer and
the nature and status thereof.

                                      45
<PAGE>

      (b) The Servicer shall deliver to the Owner Trustee, the Indenture
Trustee, the Bond Administrator and each Rating Agency, promptly after having
obtained knowledge thereof, but in no event later than two Business Days
thereafter, written notice in an Officer's Certificate of any event that is,
or with the giving of notice or lapse of time or both would become, a Servicer
Termination Event under Section 10.01(a) or an Additional Servicer Termination
Event under Section 10.01(b).

      Section 4.11. Annual Independent Accountants' Report. The Servicer shall
cause a firm of independent certified public accountants, which may also
render other services to the Servicer or its Affiliates, to deliver to the
Owner Trustee, the Indenture Trustee, the Bond Administrator and each Rating
Agency, within 120 days after the end of each calendar year, commencing with
2002, a report addressed to the Board of Directors of the Servicer, the Owner
Trustee and the Indenture Trustee, to the effect that (i) such firm has
audited the books and records of the Servicer (or, if the Servicer is a
wholly-owned subsidiary of another entity, such other entity) and issued its
report thereon and that such audit was made in accordance with generally
accepted auditing standards and accordingly included such tests of the
accounting records and such other auditing procedures as such firm considered
necessary in the circumstances; (ii) the firm is independent of the Depositor
and the Servicer within the meaning of the Code of Professional Ethics of the
American Institute of Certified Public Accountants; (iii) a review in
accordance with agreed-upon procedures was made of the Servicer's Certificates
relating to such calendar year, including the delinquency, default and loss
statistics required to be specified therein and, except as disclosed in the
accountants' report, no exceptions or errors in the Servicer's Certificates
were found; (iv) a review in accordance with agreed-upon procedures was made
of the Servicer's compliance with its servicing obligations in this Agreement,
including without limitation the obligations of the Servicer set forth in
Section 4.02 hereof, and (v) at a minimum, the Servicer's compliance with the
minimum servicing standards set forth in the Uniform Single Attestation
Program for Mortgage Bankers (in accordance with the 1995 revisions thereto).
Such examination and report of independent public accounts will be prepared in
accordance with the requirements set forth in the Uniform Single Attestation
Program for Mortgage Bankers (in accordance with the 1995 revisions thereto)
and, except as disclosed in the accountants' report, no exceptions to such
compliance were found.

      Section 4.12. Access to Certain Documentation and Information Regarding
Receivables.

      (a) At all times during the term hereof, the Servicer shall afford the
Owner Trustee, the Indenture Trustee, the Bond Administrator, the Back-up
Servicer, the Securityholders and their authorized agents or designees
reasonable access, after reasonable notice, during normal business hours to
the Servicer's records relating to the Receivables and will cause its
personnel to assist in any examination of such records by the Owner Trustee,
the Indenture Trustee, the Bond Administrator, the Back-up Servicer, the
Securityholders or their authorized agents or designees. The examination
referred to in this subsection (a) will be conducted in a manner which does
not unreasonably interfere with the Servicer's normal operations or customer
or employee relations. Without otherwise limiting the scope of the
examination, the Owner Trustee, the Indenture Trustee, the Bond Administrator,
the Back-up Servicer and the

                                      46
<PAGE>

Securityholders may verify the status of each Receivable and review the
electronic ledger and records relating thereto for conformity to monthly
reports prepared pursuant to this Agreement.

      (b) The Servicer shall at all times provide the Owner Trustee, the
Indenture Trustee, the Bond Administrator, the Back-up Servicer, the
Securityholders, any loss mitigation advisor or any special Servicer access to
its servicing system in order to properly and effectively service the related
Receivable consistent with the terms of the Receivable as set forth on the
servicing system. Any such access shall be during normal business hours and
the Servicer shall cause its personnel to assist in any such examination.

      (c) At all times during the term hereof, the Servicer shall keep
available a copy of the schedule of Receivables, for inspection by the Owner
Trustee, the Indenture Trustee, the Bond Administrator, the Back-up Servicer
and the Securityholders.

      (d) Nothing in this Section shall affect the obligation of the Servicer
to observe any applicable law prohibiting disclosure of information regarding
the Obligors and the failure of the Servicer to provide access to information
as a result of such obligation shall not constitute a breach of this Section.

      Section 4.13. Term of Servicer. The Servicer hereby covenants and agrees
to act as Servicer under, and for the term of, this Agreement.

      Section 4.14. Access to Information Regarding Trust and Basic Documents.
The Servicer shall furnish to the Owner Trustee from time to time such
information regarding the Trust or the Basic Documents as the Owner Trustee
shall reasonably request. Upon request, the Indenture Trustee shall furnish to
the Owner Trustee annually a copy of the Note Register; provided, however, the
Indenture Trustee shall not be obligated to furnish a copy of the Note
Register more than once each calendar year. The Servicer shall furnish to the
Owner Trustee copies of all documents and reports required to be provided by
the Servicer pursuant to this Article IV of the Sale and Servicing Agreement.

      Section 4.15. Maintenance of Fidelity Bond and Errors and Omission
Policy. The Servicer shall during the term of its service as Servicer maintain
in force (a) a policy or policies of errors and omissions insurance coverage,
and (b) a fidelity bond in respect of its officers, employees and agents. Such
policy or policies and such fidelity bond shall have such deductibles and be
in such form and amount as is generally customary among Persons which service
loan portfolios having an aggregate principal amount of $100,000,000 or more
and which are generally regarded as servicers acceptable to institutional
investors.

                                      47
<PAGE>

                                   ARTICLE V

                   DISTRIBUTIONS; STATEMENTS TO NOTEHOLDERS

      Section 5.01. Establishment of Accounts.

      (a) The Servicer, for the benefit of the Noteholders, shall establish
and maintain, in the name of the Indenture Trustee an Eligible Deposit Account
(the "Collection Account"), bearing a designation clearly indicating that the
funds deposited therein are held for the benefit of the Noteholders and the
Certificateholders. The Collection Account shall be established initially at
the Bond Administrator.

      (b) The Bond Administrator, on behalf of the Indenture Trustee, shall
establish and maintain, in the name of the Indenture Trustee, an Eligible
Deposit Account (the "Note Interest Distribution Account"), bearing a
designation clearly indicating that the funds deposited therein are held for
the benefit of the Noteholders. The Note Interest Distribution Account shall
be established initially at the Bond Administrator.

      (c) The Bond Administrator, on behalf of the Indenture Trustee, shall
establish and maintain, in the name of the Indenture Trustee, an Eligible
Deposit Account (the "Principal Distribution Account"), bearing a designation
clearly indicating that the funds deposited therein are held for the benefit
of the Noteholders. The Principal Distribution Account shall be established
initially at the Bond Administrator.

      (d) The Bond Administrator, on behalf of the Indenture Trustee, shall
establish and maintain, in the name of the Indenture Trustee, an Eligible
Deposit Account (the "Reserve Account"), bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Noteholders. The Reserve Account shall be established initially at the Bond
Administrator.

      (e) The Bond Administrator, on behalf of the Indenture Trustee, shall
establish and maintain, in the name of the Indenture Trustee, an Eligible
Deposit Account (the "Paid-Ahead Account"), bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Noteholders and the Certificateholders. The Paid-Ahead Account shall be
established initially at the Bond Administrator.

      (f) Funds on deposit in the Collection Account, the Reserve Account and
the Paid-Ahead Account shall be invested by the Bond Administrator, on behalf
of the Indenture Trustee, in Eligible Investments selected in writing by the
Seller; provided, however, that if the Seller fails to select any Eligible
Investment, the Bond Administrator, on behalf of the Indenture Trustee, shall
invest such funds in an Eligible Investment described in clause (d) of the
definition of "Eligible Investment" herein. All such Eligible Investments
shall be held by the Indenture Trustee for the benefit of the Noteholders
and/or the Certificateholders, as applicable; provided, that such amount shall
be calculated on the Determination Date and on each Distribution Date all
interest and other investment income (net of Net Investment Losses) on funds
on deposit in the Collection Account for the related Collection Period shall
be paid to the Certificate Distribution

                                      48
<PAGE>

Account. Other than as permitted in writing by the Rating Agencies, funds on
deposit in the Trust Accounts shall be invested in Eligible Investments that
will mature not later than the Business Day immediately preceding the next
Distribution Date. Funds deposited in a Trust Account on a day that
immediately precedes a Distribution Date upon the maturity of any Eligible
Investments are not required to be invested overnight.

      (g) In the event that there are Net Investment Losses in Eligible
Investments chosen by the Seller, the Seller shall deposit into the Collection
Account, no later than one (1) Business Day prior to the Distribution Date,
the amount of the Net Investment Losses. The Indenture Trustee shall not be
held liable in any way for any Net Investment Losses, except for losses
attributable to the Indenture Trustee's failure to make payments on such
Eligible Investments issued by the Indenture Trustee, in its commercial
capacity as principal obligor and not as Indenture Trustee, in accordance with
their terms. The Bond Administrator shall not be held liable in any way for
any Net Investment Losses, except for losses attributable to the Bond
Administrator's failure to make payments on such Eligible Investments issued
by the Bond Administrator, in its commercial capacity as principal obligor and
not as Bond Administrator, in accordance with their terms.

      (h) (i) The Indenture Trustee shall possess all right, title and
interest in all funds and investment property on deposit from time to time in
or credited to the Trust Accounts and in all proceeds thereof (including all
income thereon) and all such funds, investment property, proceeds and income
shall be part of the Trust Estate, except as otherwise set forth herein. The
Trust Accounts shall be under the sole dominion and control of the Indenture
Trustee for the benefit of the Noteholders and the Certificateholders, as
applicable. If, at any time, any Trust Account ceases to be an Eligible
Deposit Account, the Bond Administrator, on behalf of the Indenture Trustee
(or, in the case of the Collection Account, the Servicer, on behalf of the
Indenture 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 Trust Account as an Eligible Deposit Account and shall
transfer any cash and/or any investments from the account that is no longer an
Eligible Deposit Account to the Trust Account.

            (ii) With respect to the Trust Account Property, the Indenture
      Trustee agrees, by its acceptance hereof, that:

            (A) any Trust Account Property that is held in deposit accounts
shall be held solely in the Eligible Deposit Accounts, subject to the last
sentence of Section 5.01(g)(i); and each such Eligible Deposit Account shall
be subject to the exclusive custody and control of the Indenture Trustee, and
the Indenture Trustee shall have sole signature authority with respect
thereto;

            (B) any Trust Account Property that constitutes Physical Property
shall be delivered to the Indenture Trustee in accordance with paragraph (a)
of the definition of "Delivery" and shall be held, pending maturity or
disposition, solely by the Indenture Trustee or a securities intermediary (as
such term is defined in Section 8-102 of the UCC) acting solely for the
Indenture Trustee;

                                      49
<PAGE>

            (C) any Trust Account Property that is a book-entry security held
through the Federal Reserve System pursuant to federal book-entry regulations
shall be delivered in accordance with paragraph (b) of the definition of
"Delivery" and shall be maintained by the Indenture Trustee, pending maturity
or disposition, through continued book-entry registration of such Trust
Account Property as described in such paragraph;

            (D) any Trust Account Property that is an "uncertificated
security" under Article 8 of the UCC and that is not governed by clause (C)
above shall be delivered to the Indenture Trustee in accordance with paragraph
(c) of the definition of "Delivery" and shall be maintained by the Indenture
Trustee, pending maturity or disposition, through continued registration of
the Indenture Trustee's (or its nominee's) ownership of such security; and

            (E) any Trust Account Property that is a security entitlement
shall be delivered in accordance with paragraph (d) of the definition herein
of "Delivery" and shall be held pending maturity or disposition by the
Indenture Trustee or a securities intermediary acting solely for the Indenture
Trustee.

            (iii) The Servicer shall have the power, revocable by the
      Indenture Trustee or by the Owner Trustee with the consent of the
      Indenture Trustee, following a Servicer Termination Event to instruct
      the Bond Administrator, on behalf of the Indenture Trustee, to make
      withdrawals and payments from the Trust Accounts and the Certificate
      Distribution Account for the purpose of withdrawing any amounts
      deposited in error into such accounts.

      Section 5.02. Collections.

      (a) Subject to Section 5.02(b) respecting deposits in the Paid-Ahead
Account, the Servicer shall remit to the Collection Account all payments by or
on behalf of the Obligors with respect to the Receivables (other than
Purchased Receivables), all Liquidation Proceeds and any subsequent Recoveries
within two Business Days of receipt thereof. For purposes of this Article V,
the phrase "payments by or on behalf of Obligors" shall mean payments made
with respect to the Receivables by Persons other than the Servicer or the
Seller.

      (b) All payments by or on behalf of the Obligors with respect to
Precomputed Receivables that are otherwise required to be deposited into the
Collection Account pursuant to Section 5.02(a) shall instead be deposited by
the Servicer, within two Business Days of receipt thereof, into the Paid-Ahead
Account to the extent that such payments constitute installments of Scheduled
Payments that are due in a Collection Period relating to a Distribution Date
subsequent to the Distribution Date immediately following the date of receipt.

      (c) If, as of the last day of a Collection Period, a payment in an
amount less than the applicable Scheduled Payment has been made for a
Precomputed Receivable with respect to which amounts have been deposited into
the Paid-Ahead Account in a preceding Collection Period in accordance with
Section 5.02(b), the Servicer shall direct the Bond Administrator, on behalf
of the Indenture Trustee, to withdraw from the Paid-Ahead Account and deposit
into the

                                      50
<PAGE>

Collection Account, no later than the Business Day immediately preceding the
related Distribution Date, an amount equal to the excess of (x) such Scheduled
Payment over (y) such payment actually made, to the extent of the amount then
on deposit in the Paid-Ahead Account in respect of such Precomputed
Receivable.

      Section 5.03. Application of Collections.

      (a) All payments received from or on behalf of an Obligor during each
Collection Period with respect to each Simple Interest Receivable (other than
a Simple Interest Receivable that is a Purchased Receivable), shall be applied
to interest, fees and principal in accordance with the Simple Interest Method
and the Servicer's customary procedures. Generally, subject to the foregoing
sentence, the Servicer applies obligor payments with respect to simple
interest receivables, first to interest, second to late charges and certain
other charges and third to unpaid principal.

      (b) Without limitation of Section 5.03(a), if an Obligor on a Simple
Interest Receivable, in addition to making the payment due thereon in a
Collection Period, makes one or more additional scheduled payments in such
Collection Period, the additional scheduled payments made in such Collection
Period shall be treated as a partial principal prepayment and shall be applied
to reduce the principal balance of such Simple Interest Receivable in such
Collection Period and, unless otherwise requested by such Obligor, such
Obligor shall not be required to make any scheduled payment in respect of such
Simple Interest Receivable for the number of due dates corresponding to the
number of such additional scheduled payments (the "Paid-Ahead Period"). During
the Paid-Ahead Period, interest shall continue to accrue on the Principal
Balance of such Simple Interest Receivable, as reduced by the application of
such additional scheduled payments.

      (c) All payments received from or on behalf of an Obligor during each
Collection Period with respect to each Precomputed Receivable (other than a
Precomputed Receivable that is a Purchased Receivable), shall be applied,
first, to the Scheduled Payment, with any excess amounts being deposited in
the Paid-Ahead Account, pursuant to Section 5.02(b), for application to future
Scheduled Payments in accordance with Section 5.02(c).

      Section 5.04. Purchase Amounts. The Servicer shall deposit or cause to
be deposited in the Collection Account the aggregate Purchase Amount with
respect to Purchased Receivables within two Business Days of receipt. The
Servicer shall deposit in the Collection Account all amounts to be paid under
Section 4.02 within two Business Days of receipt. If the Servicer shall be
required to purchase a Receivable pursuant to Section 4.07, the Servicer shall
deposit in the Collection Account the Purchase Amount to be paid under Section
4.07 with respect to such Purchased Receivable on the date of such purchase.
If the Servicer shall exercise its option to purchase the Receivables pursuant
to Section 11.01(a), the Servicer shall deposit in the Collection Account all
amounts to be paid under Section 11.01(a), on the date of such purchase. By
their acceptance of the Certificates, the Certificateholders agree that, if a
Certificateholder specified in Section 11.01(a) shall exercise its option to
purchase the Receivables pursuant to

                                      51
<PAGE>

Section 11.01(a), such Certificateholder shall deposit in the Collection
Account all amounts to be paid under Section 11.01(a), on the date of such
purchase.

      Section 5.05. Permitted Withdrawals from Collection Account. On each
Distribution Date, the Bond Administrator, on behalf of the Indenture Trustee,
at the direction of the Servicer, shall, in addition to, and prior to, the
withdrawals from the Collection Account on such Distribution Date pursuant to
Section 5.06(b), make the following withdrawals from the Collection Account,
for the following purposes:

      (a) to withdraw any amount not required to be deposited in the
Collection Account or deposited therein in error;

      (b) to repay the Servicer the unreimbursed amount of Insurance Advances
for which the Servicer is entitled to reimbursement on such Distribution Date
pursuant to Section 4.04(a);

      (c) to reimburse the Servicer for the Outstanding Amounts Advanced for
which the Servicer is entitled to reimbursement on such Distribution Date
pursuant to Section 5.09;

      (d) subject to the penultimate sentence of Section 4.03(b), to reimburse
the Servicer, with respect to any Liquidated Receivable, for any unreimbursed
out-of-pocket expenses of the Servicer reasonably allocated to the liquidation
of such Liquidated Receivable; and

      (e) to clear and terminate the Collection Account in connection with the
termination of this Agreement.

      The Servicer shall keep and maintain an accounting, as part of the
monthly Servicer's Certificate prepared by the Servicer, for the purpose of
justifying any withdrawals from the Collection Account pursuant to clauses (b)
and (c) of this Section 5.05. It is understood that whenever reference is made
in this Agreement to withdrawals by the Servicer from the Collection Account
and distributions by the Servicer of amounts so withdrawn, such withdrawals
and distributions shall be made or caused to be made by the Bond
Administrator, on behalf of the Indenture Trustee, in accordance with written
instructions from the Servicer signed by a Responsible Officer of the
Servicer.

      Section 5.06. Distributions.

      (a) On each Determination Date, the Servicer shall calculate all amounts
required to be deposited pursuant to this Section and deliver a Servicer's
Certificate pursuant to Section 4.09.

      (b) On each Distribution Date, the Servicer shall instruct the Bond
Administrator in writing (based on the information contained in the Servicer's
Certificate delivered on the related Determination Date pursuant to Section
4.09) to make, on behalf of the Indenture Trustee, the following deposits and
distributions from amounts on deposit in the Collection Account, to the extent
of the Total Distribution Amount for such Distribution Date, including all
amounts transferred to the Collection Account from the Reserve Account
pursuant to Section 5.07(b), to

                                      52
<PAGE>

make required payments and distributions on such date pursuant to clauses (i)
through (xiv) below, in the following order and priority:

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

            (ii) to CITSF, the Supplemental Servicing Fee from the Total
      Distribution Amount remaining after the application of clause (i);

            (iii) concurrently, from the Total Distribution Amount remaining
      after the application of clauses (i) and (ii), (a) to the Indenture
      Trustee, the Indenture Trustee Fee for the related Collection Period
      (and any accrued and unpaid Indenture Trustee Fees from prior Collection
      Periods), (b) to the Owner Trustee, the Owner Trustee Fee for the
      related Collection Period (and any accrued and unpaid Owner Trustee Fees
      from prior Collection Periods), (c) to the Bond Administrator, the Bond
      Administrator Fee for the Collection Period (and any accrued and unpaid
      Bond Administrator Fees from prior Collection Periods) and (d) to the
      Back-up Servicer, the Back-up Servicer Fee for the Collection Period
      (and any accrued and unpaid Back-up Servicer Fees from prior Collection
      Periods);

            (iv) to the Class A Noteholders, ratably, from the Total
      Distribution Amount remaining after the application of clauses (i)
      through (iii), the Class A Noteholders' Interest Distributable Amount;

            (v) to the Principal Distribution Account, for distribution
      pursuant to Section 5.06(c), from the Total Distribution Amount
      remaining after the application of clauses (i) through (iv), the First
      Allocation of Principal, if any;

            (vi) to the Class B Noteholders, from the Total Distribution
      Amount remaining after the application of clauses (i) through (v), the
      Class B Noteholders' Interest Distributable Amount;

            (vii) to the Principal Distribution Account, for distribution
      pursuant to Section 5.06(c), from the Total Distribution Amount
      remaining after the application of clauses (i) through (vi), the Second
      Allocation of Principal, if any, reduced by any First Allocation of
      Principal paid pursuant to clause (v) above;

            (viii) to the Class C Noteholders, from the Total Distribution
      Amount remaining after the application of clauses (i) through (vii), the
      Class C Noteholders' Interest Distributable Amount;

            (ix) to the Principal Distribution Account, for distribution
      pursuant to Section 5.06(c), from the Total Distribution Amount
      remaining after the application of clauses (i) through (viii), the Third
      Allocation of Principal, if any, reduced by any First Allocation of
      Principal paid pursuant to clause (v) above and any Second Allocation of
      Principal paid pursuant to clause (vii) above;

                                      53
<PAGE>

            (x) to the Class D Noteholders, from the Total Distribution Amount
      remaining after the application of clauses (i) through (ix), the Class D
      Noteholders' Interest Distributable Amount;

            (xi) to the Principal Distribution Account, for distribution
      pursuant to Section 5.06(c), from the Total Distribution Amount
      remaining after the application of clauses (i) through (x), the Regular
      Principal Allocation, if any, reduced by any First Allocation of
      Principal paid pursuant to clause (v) above, any Second Allocation of
      Principal paid pursuant to clause (vii) above and any Third Allocation
      of Principal paid pursuant to clause (ix) above;

            (xii) to the Reserve Account, from the Total Distribution Amount
      remaining after the application of clauses (i) through (xi), any
      deficiency in the Reserve Account Required Amount;

            (xiii) to the applicable party, from the Total Distribution Amount
      remaining after the application of clauses (i) through (xii), any
      accrued and unpaid fees, expenses and indemnification expenses owed to
      such party under any of the Basic Documents (including legal fees and
      expenses), to the extent not paid pursuant to clauses (i) through (xii);
      and

            (xiv) the remainder, if any, of the Total Distribution Amount, to
      the Certificate Distribution Account.

      Notwithstanding that the Notes have been paid in full, the Bond
Administrator, on behalf of the Indenture Trustee, shall continue to maintain
the Collection Account hereunder until all amounts distributable on the
Certificates have been distributed to the Certificateholders.

      (c) On each Distribution Date, the Servicer shall instruct the Bond
Administrator in writing (based on the information contained in the Servicer's
Certificate delivered on the related Determination Date pursuant to Section
4.09) to withdraw, on behalf of the Indenture Trustee, the funds on deposit in
the Principal Distribution Account with respect to the Collection Period
preceding such Distribution Date and make, on behalf of the Indenture Trustee,
payments and distributions on such date pursuant to clauses (i) through (viii)
below, in the following order and priority:

            (i) to the Class A-1 Noteholders on account of principal until the
      Outstanding Amount of the Class A-1 Notes is reduced to zero;

            (ii) to the Class A-2 Noteholders on account of principal until
      the Outstanding Amount of the Class A-2 Notes is reduced to zero;

            (iii) to the Class A-3 Noteholders on account of principal until
      the Outstanding Amount of the Class A-3 Notes is reduced to zero;

                                      54
<PAGE>

            (iv) to the Class A-4 Noteholders on account of principal until
      the Outstanding Amount of the Class A-4 Notes is reduced to zero;

            (v) to the Class A-5 Noteholders on account of principal until the
      Outstanding Amount of the Class A-4 Notes is reduced to zero;

            (vi) to the Class B Noteholders on account of principal until the
      Outstanding Amount of the Class B Notes is reduced to zero;

            (vii) to the Class C Noteholders on account of principal until the
      Outstanding Amount of the Class C Notes is reduced to zero; and

            (viii) to the Class D Noteholders on account of principal until
      the Outstanding Amount of the Class D Notes is reduced to zero.

      Notwithstanding the foregoing, subject to the provisions of Section
5.04(b) of the Indenture, (A) following the occurrence and during the
continuation of an Event of Default specified in Section 5.01(i), 5.01(ii),
5.01(iv) or 5.01(v) of the Indenture which has resulted in an acceleration of
the Notes (or following the occurrence of any such event after an Event of
Default specified in Section 5.01(iii) of the Indenture has occurred and the
Notes have been accelerated), the Servicer shall instruct the Bond
Administrator to transfer, on behalf of the Indenture Trustee, the funds on
deposit in the Collection Account remaining after the application of clauses
5.06(b) (i) through (iv) above to the Principal Distribution Account to the
extent necessary to reduce the principal amount of all the Class A Notes to
zero, or, if the Class A Notes shall have been paid in full, to transfer the
funds on deposit in the Collection Account remaining after the application of
clauses 5.06(b) (i) through (vi) above to the Principal Distribution Account
to the extent necessary to reduce the principal amount of all the Class B
Notes to zero, or, if the Class A Notes and Class B Notes shall have been paid
in full, to transfer the funds on deposit in the Collection Account remaining
after the application of clauses 5.06(b) (i) through (viii) above to the
Principal Distribution Account to the extent necessary to reduce the principal
amount of all the Class C Notes to zero, or, if the Class A Notes, Class B
Notes and Class C Notes shall have been paid in full, to transfer the funds on
deposit in the Collection Account remaining after the application of clauses
5.06(b) (i) through (x) above to the Principal Distribution Account to the
extent necessary to reduce the principal amount of all the Class D Notes to
zero, and (B) following the occurrence and during the continuation of an Event
of Default specified in Section 5.01(iii) of the Indenture, which has resulted
in an acceleration of the Notes, the Servicer shall instruct the Bond
Administrator to transfer, on behalf of the Indenture Trustee, the funds on
deposit in the Collection Account remaining after the application of clauses
5.06(b) (i) through (x) above to the Principal Distribution Account to the
extent necessary to reduce the principal amount of all the Notes to zero.

      Section 5.07. Reserve Account.

      (a) On or prior to the Closing Date the Issuer shall cause to have
deposited an amount equal to the Reserve Account Initial Deposit into the
Reserve Account from the net proceeds of the sale of the Notes. The Reserve
Account shall be an asset of the Issuer.

                                      55
<PAGE>

      (b) On each Distribution Date, the Servicer shall instruct the Bond
Administrator in writing (based on the information contained in the Servicer's
Certificate delivered on the related Determination Date pursuant to Section
4.08) to withdraw, on behalf of the Indenture Trustee, the Reserve Account
Withdrawal Amount, if any, and the Reserve Account Release Amount, if any,
from the Reserve Account and deposit such Reserve Account Withdrawal Amount
and such Reserve Account Release Amount into the Collection Account for
distribution in the order of priority set forth in Section 5.06(b) no later
than 12:00 noon, New York City time, on the Business Day prior to the related
Distribution Date.

      (c) In the event that, on any Distribution Date, the amount on deposit
in the Reserve Account shall be less than the Reserve Account Required Amount,
the Total Distribution Amount remaining after the payment of the amounts set
forth in Section 5.06(b)(i) through (vii), up to an amount equal to such
shortfall, shall be deposited by the Bond Administrator, on behalf of the
Indenture Trustee, to the Reserve Account on such Distribution Date.

      (d) Subject to Section 9.01, amounts will continue to be applied
pursuant to Section 5.06 following payment in full of all of the Outstanding
Amount of the Notes and of the Class D Note Balance until the Pool Balance is
reduced to zero. Following the payment in full of the aggregate Outstanding
Amount of the Notes and of all other amounts owing or to be distributed
hereunder or under the Indenture or the Trust Agreement to Noteholders and the
termination of the Trust, any amount then allocated to the Reserve Account
shall be paid to the Certificate Distribution Account.

      Section 5.08. Statements to Securityholders. On each Determination Date,
the Servicer shall provide to the Bond Administrator (with a copy to each
Rating Agency, Salomon Smith Barney Inc., the Back-up Servicer and each Paying
Agent (if any)), and the Bond Administrator shall make available via its
website at www.sf.citidirect.com to each Noteholder of record as of the most
recent Record Date, and the Servicer shall provide to the Owner Trustee (with
a copy to each Paying Agent (if any)) for the Owner Trustee to forward to each
Certificateholder of record as of the most recent Record Date a statement
substantially in the form of Exhibit A setting forth at least the following
information as to the Securities to the extent applicable:

      (a) the amount of collections received with respect to the Receivables
during the related Collection Period and allocable to principal allocable to
each Class of Notes on such Distribution Date;

      (b) the amount of collections received with respect to the Receivables
during the related Collection Period and allocable to interest allocable to
each Class of Notes on such Distribution Date;

      (c) the amount of the Regular Principal Allocation for such Distribution
Date;

      (d) the amount of the First Allocation of Principal, if any, for such
Distribution Date;

      (e) the amount of the Second Allocation of Principal, if any, for such
Distribution Date;

                                      56
<PAGE>

      (f) the amount of the Third Allocation of Principal, if any, for such
Distribution Date;

      (g) the Pool Balance as of the close of business on the last day of the
related Collection Period, after giving effect to payments allocated to
principal reported under clause (a) above;

      (h) the Outstanding Amount of each Class of Notes, the Note Pool Factor
for each such Class, and the Note Balance for each such Class as of the close
of business on the preceding Distribution Date, after giving effect to
payments allocated to principal reported under clause (a) above;

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

      (j) the amount of the Supplemental Servicing Fee paid to CITSF with
respect to the related Collection Period;

      (k) the respective amounts of the Owner Trustee Fee paid to the Owner
Trustee, the Indenture Trustee Fee paid to the Indenture Trustee, the Bond
Administrator Fee paid to the Bond Administrator and the Back-up Servicer Fee
paid to the Back-up Servicer, in each case with respect to the related
Collection Period;

      (l) the aggregate amounts of Realized Losses, if any, and Cram Down
Losses, if any, separately identified, with respect to the related Collection
Period;

      (m) the balance of the Reserve Account on the related Determination Date
after giving effect to deposits and withdrawals to be made on such
Distribution Date, if any;

      (n) the amount of any deposit to the Reserve Account and the amount and
application of any funds withdrawn from the Reserve Account, in each case with
respect to such Distribution Date;

      (o) the aggregate principal balance of all Receivables that became
Liquidated Receivables or Purchased Receivables during the related Collection
Period;

      (p) the aggregate principal balance and number of Receivables that are
30 to 59 days, 60 to 89 days or 90 days or more delinquent as of the last day
of the related Collection Period;

      (q) the Class A-1 Interest Carryover Shortfall, the Class A-2 Interest
Carryover Shortfall, the Class A-3 Interest Carryover Shortfall, the Class A-4
Interest Carryover Shortfall, the Class A-5 Interest Carryover Shortfall, the
Class B Interest Carryover Shortfall, the Class C Interest Carryover Shortfall
and the Class D Interest Carryover Shortfall, in each case after giving effect
to payments on such Distribution Date, and any change in such amounts from the
preceding statement;

                                      57
<PAGE>

      (r) the aggregate Purchase Amounts for Receivables, if any, that were or
are to be purchased during or with respect to such Collection Period;

      (s) the aggregate Principal Balance and number of all Receivables with
respect to which the related Financed Vehicle was repossessed;

      (t) the aggregate Principal Balance and number of Receivables with
respect to which the Servicer granted an extension;

      (u) the aggregate Principal Balance of Receivables that are 60 days or
more delinquent (including Receivables relating to Financed Vehicles that have
been repossessed), as of such Determination Date, as a percentage of the
aggregate principal balance of the Receivables as of such Determination Date;

      (v) the Cumulative Net Loss Rate as of such Determination Date;

      (w) the monthly average, as of such Determination Date, of the ratio of
(i) qualified loan collectors employed by the Servicer for contracts related
to recreational vehicles (excluding employees involved in bankruptcies,
repossessions, liquidations and employees included in clause (x) below) to
(ii) Receivables that are 60 days or more delinquent; and

      (x) the monthly average of the ratio of (i) qualified loan collectors
employed by the Servicer (excluding employees included in clause (w) above) to
(ii) receivables that are fewer than 60 days delinquent.

      Each amount set forth on the Distribution Date Statement under clauses
(a), (b), (c), (d), (e), (f), (i), (j), (k) or (q) above shall be expressed as
a dollar amount per $1,000 of original principal balance of a Note.

      Section 5.09. Interest Advances by the Servicer.

      (a) By the close of business on the day required by Section 5.02(a) or
Section 5.04 hereof, as applicable, the Servicer shall deposit into the
Collection Account, out of its own funds, the related Advance.

      (b) On each Distribution Date, the Servicer shall be reimbursed for the
Outstanding Amount Advanced, if any, in respect of each Receivable, but only
to the extent of actual collections of late scheduled payments in respect of
such Receivable, from amounts on deposit in the Collection Account, pursuant
to Section 5.05(c).

      (c) If the Servicer determines that any Advance made pursuant to Section
5.09(a) has become a Nonrecoverable Advance and at the time of such
determination there exists an Outstanding Amount Advanced, then the Servicer
shall be reimbursed, on the Distribution Date immediately following the date
of such determination, for the amount of such Nonrecoverable Advance, but only
to the extent of such Outstanding Amount Advanced, from amounts on deposit in
the Collection Account, pursuant to Section 5.05(c).

                                      58
<PAGE>

                                  ARTICLE VI

                                THE ORIGINATORS

      Section 6.01. Representations of Each Originator. Each Originator makes
the following representations to the Depositor, Issuer, the Indenture Trustee
and the Seller. The Issuer relies on such representations in accepting the
Receivables and delivering the Notes. Such representations speak as of the
execution and delivery of this Agreement and as of the Closing Date, and shall
survive the sale, transfer and assignment of the Receivables by the Depositor
to the Issuer and the pledge thereof to the Indenture Trustee in accordance
with the terms of the Indenture.

      To induce Depositor and Seller to enter into this Agreement and to
originally purchase Receivables from the either Originator, each Originator
makes the following representations and warranties to the Depositor and the
Seller which representations and warranties shall be declared automatically
made and stated on the Closing Date, and the Depositor and the Seller shall be
declared to have relied upon such representations and warranties on the date
hereof and on the Closing Date regardless of any independent investigation
and/or review now, heretofore or hereafter made by the Depositor and the
Seller, its attorneys or agents and regardless of any opportunity for any such
investigation or review:

      (a) Organization and Good Standing. Each Originator is a corporation
duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation and has the corporate power to own its
assets and to transact the business in which it is currently engaged. Each
Originator is duly qualified to transact business, and has obtained all
applicable licenses and approvals and is in good standing in each jurisdiction
in which the character of the business transacted by it or properties owned or
leased by it requires such qualification.

      (b) Due Authorization. Each Originator has the power and authority to
make, execute, deliver and perform this Agreement and all of the transactions
contemplated under this Agreement, and has taken all necessary corporate
action to authorize the execution, delivery and performance of this Agreement.
When executed and delivered, this Agreement will constitute the legal, valid
and binding obligation of each Originator enforceable in accordance with its
terms, except as enforcement may be limited by bankruptcy, insolvency or
similar laws affecting the enforcement of creditors' rights generally and by
the availability of equitable remedies.

      (c) No Consent Required. Neither Originator is required to obtain the
consent of any other party or any consent, license, approval or authorization
from, or registration or declaration with, any Governmental Authority, bureau
or agency in connection with the execution, delivery, performance, validity or
enforceability of this Agreement the failure of which so to obtain would have
a material adverse effect on the business, properties, assets or condition
(financial or otherwise) of each Originator or its ability to perform the
transactions contemplated by this Agreement.

                                      59
<PAGE>

      (d) No Violations. The execution, delivery and performance of this
Agreement by each Originator will not violate any provision of any existing
law or regulation or any order or decree of any court or the Articles of
Incorporation or Bylaws of either Originator, or constitute a breach of any
material mortgage, indenture, contract or other agreement to which either
Originator is a party or by which either Originator may be bound.

      (e) No Proceedings. There are no proceedings or investigations pending,
or, to the best actual knowledge of each Originator, threatened against either
Originator before any court, regulatory body, administrative agency or other
tribunal or governmental instrumentality seeking any determination or ruling
that, in the reasonable judgment of each Originator, would have a material
adverse effect on the performance by each Originator of its obligations under
this Agreement.

      (f) No Untrue Statements. Neither this agreement nor any statement,
report or other document or information (including but not limited to
information regarding loan loss, foreclosure and delinquency experience)
furnished or to be furnished in connection with the sale of the Receivables to
the Seller or pursuant to this Agreement or in connection with the
transactions contemplated hereby contains any untrue statement of fact or
omits to state a fact necessary to make the statements contained therein not
misleading.

      Section 6.02. Corporate Existence. During the term of this Agreement,
each Originator will keep in full force and effect its existence, rights and
franchises as a corporation under the laws of the United States or one of the
States thereof and will obtain and preserve its qualification to do business
in each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Agreement and each other
instrument or agreement necessary or appropriate to the proper administration
of this Agreement and the transactions contemplated hereby.

      Section 6.03. Liability of Originators; Indemnities. Each Originator
shall be liable in accordance herewith only to the extent of the obligations
specifically undertaken by each Originator under this Agreement (which shall
not include distributions on account of the Notes).

      Section 6.04. Merger or Consolidation of, or Assumption of the
Obligations of, each Originator. Any Person with which either Originator shall
merge or consolidate shall be the successor to such Originator under this
Agreement without the execution or filing of any document or any further act
on the part of any of the parties to this Agreement. Each Originator shall
provide prompt notice of any merger, consolidation or succession pursuant to
this Section 6.04 to the Owner Trustee, the Indenture Trustee, the Bond
Administrator, the Servicer, the Back-up Servicer and the Rating Agencies.
Notwithstanding the foregoing, neither Originator shall merge or consolidate
with any other Person or permit any other Person to become a successor to such
Originator's business unless (x) immediately after giving effect to such
transaction, no representation or warranty made by such Originator pursuant to
Section 6.01 shall have been breached (for purposes hereof, such
representations and warranties shall speak as of the date of the consummation
of such transaction), and (y) either (i) all financing statements and
continuation statements and amendments thereto have been executed and filed
that are necessary

                                      60
<PAGE>

to preserve and protect the interest of the Trust and the Indenture Trustee in
the Receivables and reciting the details of such filings or (ii) no such
action is necessary to preserve and protect such interest.

      Section 6.05. Limitation on Liability of each Originator and Others.
Each Originator and any director, officer, employee or agent of either
Originator 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 hereunder. Each Originator shall be under no
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 6.06. Originators May Own Notes. Each Originator and any
Affiliate thereof may in its individual or any other capacity become the owner
or pledgee of Notes with the same rights as it would have if it were not
either Originator or an Affiliate thereof, except as expressly provided herein
or in any Basic Document.

      Section 6.07. Hold Harmless. Each Originator shall protect, defend,
indemnify and hold the Seller, the Depositor, the Issuer, the Indenture
Trustee, the Owner Trustee, the Bond Administrator, the Back-up Servicer, the
Noteholders, the Certificateholders, the Underwriters and their respective
assigns and their employees, officers, directors and agents harmless from and
against all losses, liabilities, claims and damages of every kind and
character, including any legal or other expenses reasonably incurred resulting
from or relating to or arising out of the inaccuracy, nonfulfillment or breach
of any representation, warranty, covenant or agreement made by either
Originator in this Agreement. These indemnity obligations shall be in addition
to any obligation that either Originator may otherwise have.

                                      61
<PAGE>

                                  ARTICLE VII

                                 THE DEPOSITOR

      Section 7.01. Representations of Depositor. The Depositor makes the
following representations to the Issuer, the Servicer, the Indenture Trustee
and the Seller. The Issuer relies on such representations in accepting the
Receivables and delivering the Notes. Such representations speak as of the
execution and delivery of this Agreement and as of the Closing Date, and shall
survive the sale, transfer and assignment of the Receivables by the Depositor
to the Issuer and the pledge thereof to the Indenture Trustee in accordance
with the terms of the Indenture.

      (a) Organization and Good Standing. The Depositor is duly organized and
validly existing as a corporation in good standing under the laws of the State
of Delaware, with the corporate power and authority to own its properties and
to conduct its business as such properties are currently owned and such
business is presently conducted.

      (b) Due Qualification. The Depositor is duly qualified to do business as
a foreign corporation in good standing, and has obtained all necessary
licenses and approvals in all jurisdictions where the failure to do so would
materially and adversely affect the Depositor's ability to transfer the
Receivables to the Trust pursuant to this Agreement or the validity or
enforceability of the Receivables.

      (c) Power and Authority. The Depositor has the corporate power and
authority to execute and deliver this Agreement and the other Basic Documents
to which it is a party and to carry out their respective terms; the Depositor
has full power and authority to sell and assign the property to be sold and
assigned to and deposited with the Issuer, and the Depositor shall have duly
authorized such sale and assignment to the Issuer by all necessary corporate
action; and the execution, delivery and performance of this Agreement and the
other Basic Documents to which the Depositor is a party have been, duly
authorized by the Depositor by all necessary corporate action.

      (d) Binding Obligation. This Agreement and the other Basic Documents to
which the Depositor is a party, when duly executed and delivered by the other
parties hereto and thereto, shall constitute legal, valid and binding
obligations of the Depositor, enforceable against the Depositor in accordance
with their respective terms, except as the enforceability thereof may be
limited by bankruptcy, insolvency, reorganization or similar laws now or
hereafter in effect relating to or affecting creditors' rights generally and
to general principles of equity (whether applied in a proceeding at law or in
equity).

      (e) No Violation. The consummation of the transactions contemplated by
this Agreement and the other Basic Documents and the fulfillment of the terms
of this Agreement and the other Basic Documents shall not conflict with,
result in any breach of any of the terms or provisions of or constitute (with
or without notice or lapse of time, or both) a default under, the certificate
of incorporation or bylaws of the Depositor, or any indenture, agreement,
mortgage,

                                      62
<PAGE>

deed of trust or other instrument to which the Depositor is a party or by
which it is bound; or result in the creation or imposition of any Lien upon
any of its properties pursuant to the terms of any such indenture, agreement,
mortgage, deed of trust or other instrument, other than this Agreement and the
other Basic Documents; or violate any law, order, rule or regulation
applicable to the Depositor of any court or federal or state regulatory body,
administrative agency or other governmental instrumentality having
jurisdiction over the Depositor.

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

      (g) No Consents. The Depositor is not required to obtain the consent of
any other party or any consent, license, approval, registration,
authorization, or declaration of or with any governmental authority, bureau or
agency in connection with the execution, delivery, performance, validity or
enforceability of this Agreement or any other Basic Document to which it is a
party that has not already been obtained.

      Section 7.02. Corporate Existence. During the term of this Agreement,
the Depositor will keep in full force and effect its existence, rights and
franchises as a corporation under the laws of the jurisdiction of its
incorporation and will obtain and preserve its qualification to do business in
each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Agreement, the Basic Documents
and each other instrument or agreement necessary or appropriate to the proper
administration of this Agreement and the transactions contemplated hereby. In
addition, all transactions and dealings between the Depositor and its
Affiliates will be conducted on an arm's-length basis.

      Section 7.03. Liability of Depositor; Indemnities. The Depositor shall
be liable in accordance herewith only to the extent of the obligations
specifically undertaken by the Depositor under this Agreement (which shall not
include distributions on account of the Notes).

      Section 7.04. Merger or Consolidation of, or Assumption of the
Obligations of, Depositor. Any Person with which the Depositor shall merge or
consolidate or which the Depositor shall permit to become the successor to the
Depositor's business shall execute an agreement of assumption of every
obligation of the Depositor under this Agreement and the other Basic
Documents. Whether or not such assumption agreement is executed, such
successor Person shall be the successor to the Depositor under this Agreement
without the execution or filing of any document or any further act on the part
of any of the parties to this Agreement. The Depositor shall provide prompt
notice of any merger, consolidation or succession pursuant to this

                                      63
<PAGE>

Section 7.04 to the Owner Trustee, the Indenture Trustee, the Servicer, the
Noteholders and the Rating Agencies. Notwithstanding the foregoing, the
Depositor shall not merge or consolidate with any other Person or permit any
other Person to become a successor to the Depositor's business unless (w)
immediately after giving effect to such transaction, no representation or
warranty made pursuant to Section 3.02 or 7.01 shall have been breached (for
purposes hereof, such representations and warranties shall speak as of the
date of the consummation of such transaction), (x) the Depositor shall have
delivered to the Owner Trustee, the Indenture Trustee and the Servicer an
Officer's Certificate and an Opinion of Counsel each stating that such
consolidation, merger or succession and such agreement of assumption comply
with this Section 7.04 and that all conditions precedent provided for in this
Agreement relating to such transaction have been complied with, (y) the Rating
Agency Condition shall have been satisfied and (z) the Depositor shall have
delivered to the Owner Trustee, the Indenture Trustee and the Servicer an
Opinion of Counsel stating that, in the opinion of such counsel, either (A)
all financing statements and continuation statements and amendments thereto
have been executed and filed that are necessary to preserve and protect the
interest of the Trust in the Receivables and reciting the details of such
filings or (B) no such action is necessary to preserve and protect such
interest.

      Section 7.05. Limitation on Liability of Depositor and Others. The
Depositor and any director, officer, employee or agent of the Depositor 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 hereunder. The Depositor shall be under no 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 7.06. Depositor May Own Notes. The Depositor and any Affiliate
thereof may in its individual or any other capacity become the owner or
pledgee of Notes with the same rights as it would have if it were not the
Depositor or an Affiliate thereof, except as expressly provided herein or in
any Basic Document.

      Section 7.07. Depositor to Provide Copies of Relevant Securities
Filings. The Depositor shall provide or cause to be provided to the Servicer a
copy of any document filed by the Depositor subsequent to the date hereof with
the Securities and Exchange Commission pursuant to the Securities Act of 1933
or the Securities Exchange Act of 1934 that relate specifically to the Trust
or the Notes.

      Section 7.08. Amendment of Depositor's Organizational Documents. The
Depositor shall not amend its organizational documents except in accordance
with the provisions thereof.

                                      64
<PAGE>

                                 ARTICLE VIII

                                  THE SELLER

      Section 8.01. Representations of Seller. The Seller makes the following
representations to the Issuer, the Servicer, the Indenture Trustee. The Issuer
relies on such representations in accepting the Receivables and delivering the
Notes. Such representations speak as of the execution and delivery of this
Agreement and as of the Closing Date, and shall survive the sale, transfer and
assignment of the Receivables by the Seller to the Depositor and the pledge
thereof to the Indenture Trustee in accordance with the terms of the
Indenture.

      (a) Organization and Good Standing. The Seller is a corporation duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation and has the corporate power to own assets
and to transact the business in which it is currently engaged.

      (b) Due Authorization. The Seller had the power and authority to make,
execute, deliver and perform this Agreement and of the transactions
contemplated under this Agreement, and has taken all necessary corporate
action to authorize the execution, delivery and performance of this Agreement.
When executed and delivered, this Agreement will constitute the legal, valid
and binding obligation of the Seller enforceable in accordance with its terms,
except as enforcement may be limited by bankruptcy, insolvency or similar laws
affecting the enforcement of creditors' rights generally and by the
availability of equitable remedies.

      (c) No Violations. The execution, delivery and performance of this
Agreement by the Seller will not violate any provision of any existing law or
regulation or any order of decree of any court or the Articles of
Incorporation or Bylaws of the Seller, or constitute a material breach of any
mortgage, indenture, contract or other agreement to which the Seller is a
party or by which the Seller may be bound that would have a material adverse
effect on the performance by the Seller of its obligations under this
Agreement.

      Section 8.02. Limitation on Liability of Seller and Others. The Seller
and any director, officer, employee or agent of the 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
hereunder. The Seller shall be under no obligation to appear in, prosecute or
defend any legal action that shall not be incidental to its obligations under
this Agreement that in its opinion may involve it in any expense or liability.

                                      65
<PAGE>

                                  ARTICLE IX

                                 THE SERVICER

      Section 9.01. Representations of Servicer. The Servicer makes the
following representations upon which the Issuer is deemed to have relied in
acquiring the Receivables. Such representations speak as of the execution and
delivery of this Agreement and as of the Closing Date (and in the case of
subsections (a), (b), (i) and (j) as of any point during the term of the
Agreement), and shall survive the sale of the Receivables to the Issuer and
the pledge thereof to the Indenture Trustee in accordance with the terms of
the Indenture.

      (a) Organization and Good Standing. The Servicer is a corporation duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization and has the corporate power to own its assets
and to transact the business in which it is currently engaged. The Servicer is
duly qualified to do business as a foreign corporation and is in good standing
in each jurisdiction in which the character of the business transacted by it
or any properties owned or leased by it requires such authorization and in
which the failure to be so authorized would have a material adverse effect on
the business, properties, assets, or condition (financial or other) of the
Servicer. The Servicer has, and at all relevant times had, the power,
authority and legal right to acquire, own, and service the Receivables.

      (b) Licenses and Approvals. The Servicer has obtained all necessary
licenses and approvals, in all jurisdictions where the failure to do so would
materially and adversely affect the Servicer's ability to acquire, own and
service the Receivables.

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

      (d) Binding Obligation. This Agreement and the other Basic Documents to
which it is a party constitute legal, valid and binding obligations of the
Servicer, enforceable against the Servicer in accordance with their respective
terms, except as the enforceability thereof may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the enforcement of
creditors' rights generally and to general principles of equity whether
applied in a proceeding in equity or at law.

      (e) No Consent Required. The Servicer is not required to obtain the
consent of any other party or any consent, license, approval or authorization
from, or registration or declaration with, any governmental authority, bureau
or agency in connection with the execution, delivery, performance, validity or
enforceability of this Agreement, except for such consents, licenses,
approvals and authorizations as have been obtained.

      (f) No Violation. The consummation of the transactions contemplated by
this Agreement and the other Basic Documents to which it is a party and the
fulfillment of their

                                      66
<PAGE>

respective terms shall not conflict with, result in any breach of any of the
terms and provisions of, or constitute (with or without notice or lapse of
time or both) a default under, the Articles of Incorporation or Bylaws of the
Servicer, or any indenture, agreement, mortgage, deed of trust or other
instrument to which the Servicer is a party or by which it is bound; or result
in the creation or imposition of any Lien upon any of its properties pursuant
to the terms of any such indenture, agreement, mortgage, deed of trust or
other instrument, other than this Agreement and the other Basic Documents, or
violate any law, order, rule or regulation applicable to the Servicer of any
court or federal or state regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over the Servicer or any of
its properties.

      (g) No Proceedings. There is no litigation and there are no proceedings
or investigations pending or, to the Servicer's knowledge, threatened, against
the Servicer before any court, regulatory body, administrative agency or other
tribunal or governmental instrumentality having jurisdiction over the Servicer
or its properties: (i) asserting the invalidity of this Agreement or any of
the other Basic Documents; (ii) seeking to prevent the issuance of the
Securities or the consummation of any of the transactions contemplated by this
Agreement or any of the other Basic Documents; or (iii) seeking any
determination or ruling that might materially and adversely affect the
performance by the Servicer of its obligations under, or the validity or
enforceability of, this Agreement or any of the other Basic Documents to which
the Servicer is a party.

      (h) Ability to Service. The Servicer is an experienced recreational
vehicle servicer, with the facilities, procedures, and experienced personnel
necessary for the sound servicing of receivables of the same type as the
Receivables consistent with the servicing practices of prudent institutions
which service recreational vehicle contracts of the same type as such
Receivable where the related recreational vehicle is located.

      Section 9.02. Indemnities of Servicer. The Servicer shall be liable in
accordance herewith only to the extent of the obligations specifically
undertaken by the Servicer and the representations made by the Servicer under
this Agreement and:

      (a) The Servicer shall indemnify, defend and hold harmless the Seller,
the Issuer, the Owner Trustee, the Indenture Trustee, the Bond Administrator,
the Securityholders and the Depositor and any of the officers, directors,
employees and agents of the Seller, the Issuer, the Owner Trustee, the
Indenture Trustee and the Bond Administrator from and against any and all
costs, expenses, losses, damages, claims, and liabilities, arising out of or
resulting from (x) the negligent use or operation by the Servicer of a
Financed Vehicle or (y) any negligent action taken, or negligently failed to
be taken, by the Servicer with respect to any Financed Vehicle, to the extent
such loss is not reimbursed pursuant to any Insurance Policy, the Servicer's
errors and omission policy or any fidelity bond.

      (b) The Servicer shall indemnify, defend and hold harmless the Seller,
the Issuer, the Owner Trustee, the Indenture Trustee, the Bond Administrator,
the Depositor, the Securityholders and any of the officers, directors,
employees or agents of the Seller, the Issuer, the Owner Trustee, the
Depositor, the Indenture Trustee and the Bond Administrator from and

                                      67
<PAGE>

against any and all costs, expenses, losses, claims, damages and liabilities
to the extent that such cost, expense, loss, claim, damage or liability arose
out of, or was imposed upon any such Person through, the negligence, willful
misfeasance or bad faith of the Servicer in the performance of its duties
under this Agreement or by reason of reckless disregard of its obligations and
duties under this Agreement.

      (c) The Servicer shall indemnify, defend and hold harmless the Seller,
the Issuer, the Owner Trustee, the Indenture Trustee, the Bond Administrator,
the Depositor, the Securityholders and any of the officers, directors,
employees or agents of the Seller, the Issuer, the Owner Trustee, the
Depositor, the Indenture Trustee and the Bond Administrator from and against
any and all costs, expenses, losses, damages, claims, and liabilities arising
out of the servicing of any Receivable; provided, however, that any failure of
the Servicer adequately to service the Receivables, which failure shall be
caused by the failure of a custodian other than the Servicer to provide the
Servicer with access to the Receivable Files in a commercially reasonable
manner, shall not result in any indemnity obligation of the Servicer under
this subsection (d).

      (d) The Servicer shall indemnify, defend and hold harmless the Seller,
the Issuer, the Owner Trustee, the Indenture Trustee, the Bond Administrator,
the Depositor, the Securityholders and any of the officers, directors,
employees or agents of the Seller, the Issuer, the Owner Trustee, the
Depositor, the Indenture Trustee and the Bond Administrator from and against
any and all costs, expenses, losses, damages, claims, and liabilities, arising
from any failure by the Servicer to comply with the provisions of this
Agreement relating to Forced Placed Insurance (including any violation by the
Servicer of any applicable law in connection with the force placement of
insurance or the receipt of any commissions related thereto) which materially
and adversely affects the Trust's interest in any Receivable; provided,
however, that nothing herein shall be construed to imply that the Servicer is
obligated to force place insurance except to the extent otherwise required
herein.

      For purposes of this Section, in the event of the termination of the
rights and obligations of CITSF (or any successor thereto pursuant to Section
9.03) as Servicer pursuant to Section 10.02, or the resignation by such
Servicer pursuant to this Agreement, such Servicer shall be deemed to be the
Servicer pending appointment of a successor Servicer (other than the Indenture
Trustee) pursuant to Section 10.03.

      Indemnification under this Section shall survive the resignation or
removal of the Servicer or the termination of this Agreement with respect to
acts of the Servicer prior thereto, and shall include reasonable fees and
expenses of counsel and reasonable expenses of litigation. If the 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 collects any of such
amounts from others, such Person shall promptly repay such amounts to the
Servicer, without interest.

      Section 9.03. Merger or Consolidation of, or Assumption of the
Obligations of, Servicer. Any Person (i) into which the Servicer may be merged
or consolidated, (ii) resulting from any merger or consolidation to which the
Servicer shall be a party, (iii) that acquires by conveyance, transfer or
lease substantially all of the assets of the Servicer or (iv) succeeding to

                                      68
<PAGE>

the business of the Servicer, which Person shall execute an agreement of
assumption to perform every obligation of the Servicer under this Agreement,
shall be the successor to the Servicer under this Agreement without the
execution or filing of any paper or any further act on the part of any of the
parties to this Agreement. The Servicer shall provide prompt notice of any
merger, consolidation or succession pursuant to this Section 9.03 to the Owner
Trustee, the Indenture Trustee, the Bond Administrator, the Servicer, the
Back-up Servicer and the Rating Agencies. Notwithstanding the foregoing, the
Servicer shall not merge or consolidate with any other Person or permit any
other Person to become a successor to the Servicer's business unless (x)
immediately after giving effect to such transaction, no representation or
warranty made pursuant to Section 9.01 shall have been breached (for purposes
hereof, such representations and warranties shall speak as of the date of the
consummation of such transaction) and no event that, after notice or lapse of
time or both, would become a Servicer Termination Event or an Additional
Servicer Termination Event shall have occurred, and (ii) either (A) all
financing statements and continuation statements and amendments thereto have
been executed and filed that are necessary to preserve and protect the
interest of the Trust and the Indenture Trustee, respectively, in the assets
of the Trust and reciting the details of such filings or (B) no such action
shall be necessary to preserve and protect such interest.

      Section 9.04. Limitation on Liability of Servicer and Others. Neither
the Servicer nor any of its shareholders, directors, officers, employees or
agents shall be under any liability to the Seller, the Issuer, the Depositor,
the Indenture Trustee, the Bond Administrator, the Owner Trustee or the
Noteholders, except as provided in this Agreement, for any action taken or for
refraining from the taking of any action pursuant to this Agreement; provided,
however, that this provision shall not protect the Servicer against any
liability that would otherwise be imposed by reason of a breach of this
Agreement or willful misfeasance, bad faith or negligence in the performance
of duties. The Servicer and any shareholder, director, officer, employee or
agent of the Servicer may conclusively rely in good faith on the written
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.

      Section 9.05. Appointment of Subservicer. The Servicer may at any time
appoint a subservicer to perform all or any portion of its obligations as
Servicer hereunder; provided, however, that 10 days' prior notice of such
appointment shall have been given to each Rating Agency and each Rating Agency
shall have notified the Servicer, the Owner Trustee and the Indenture Trustee
in writing that such appointment satisfies the Rating Agency Condition; and
provided further, however, that the Servicer shall remain obligated and be
liable to the Owner Trustee, the Indenture Trustee and the Securityholders for
the servicing and administering of the Receivables in accordance with the
provisions hereof without diminution of such obligation and liability by
virtue of the appointment of such subservicer and to the same extent and under
the same terms and conditions as if the Servicer alone were servicing and
administering the Receivables. The fees and expenses of any subservicer shall
be as agreed between the Servicer and such subservicer from time to time, and
none of the Owner Trustee, the Indenture Trustee, the Bond Administrator, the
Issuer or the Noteholders shall have any responsibility therefor.

      Section 9.06. Servicer Not to Resign.

                                      69
<PAGE>

      (a) Subject to the provisions of Section 9.03, the Servicer shall not
resign from the obligations and duties imposed on it by this Agreement as
Servicer except upon a determination that the performance of its duties under
this Agreement shall no longer be permissible under applicable law.

      (b) Notice of any determination that the performance by the Servicer of
its duties hereunder is no longer permitted under applicable law shall be
communicated to the Owner Trustee and the Indenture 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 by the Servicer to the Owner Trustee and the Indenture Trustee
concurrently with or promptly after such notice. No resignation of the
Servicer shall become effective until the Back-up Servicer (or another
successor Servicer, if so appointed pursuant to the second sentence of Section
10.03(b)) shall have assumed the responsibilities and obligations of the
Servicer in accordance with Section 10.03. If the Back-up Servicer shall be
legally unable to act as Servicer and if no successor Servicer shall have been
appointed within 30 days of resignation or removal of the resigning Servicer,
the Controlling Party may petition any court of competent jurisdiction for
such appointment.

                                      70
<PAGE>

                                   ARTICLE X

                                    DEFAULT

      Section 10.01. Servicer Termination Events and Additional Servicer
Termination Events.

      (a) For purposes of this Agreement, the occurrence and continuance of
any of the following shall constitute a "Servicer Termination Event":

            (i) any failure by the Servicer to deposit into the Collection
      Account or the Paid-Ahead Account any proceeds or payment required to be
      so delivered under the terms of this Agreement that continues unremedied
      for a period of five Business Days after written notice is received by
      the Servicer or after discovery of such failure by a Responsible Officer
      of the Servicer;

            (ii) failure by the Servicer to deliver to the Owner Trustee, the
      Indenture Trustee, the Bond Administrator, the Back-up Servicer and the
      Seller the Servicer's Certificate by the applicable Determination Date,
      which failure continues unremedied for a period of five Business Days,
      or to observe any covenant or agreement set forth in Section 4.05, which
      failure (A) materially and adversely affects the rights of the
      Noteholders and (B) continues unremedied for a period of thirty days
      after knowledge thereof by the Servicer or after the date on which
      written notice of such failure requiring the same to be remedied shall
      have been given to the Servicer by any of the Owner Trustee, the
      Indenture Trustee, the Back-up Servicer or Noteholders evidencing not
      less than 25% of the Outstanding Amount of the Notes;

            (iii) failure on the part of the Servicer duly to observe or
      perform any other covenants or agreements of the Servicer set forth in
      this Agreement, which failure (A) materially and adversely affects the
      rights of the Noteholders and (B) continues unremedied for a period of
      60 days after discovery of such failure by a Responsible Officer of the
      Servicer or after the date on which written notice of such failure
      requiring the same to be remedied shall have been given to the Servicer
      by either the Back-up Servicer or Noteholders evidencing not less than
      25% of the Outstanding Amount of the Controlling Class;

            (iv) the occurrence of an Insolvency Event with respect to the
      Servicer;

            (v) any assignment or delegation by the Servicer of its duties or
      rights hereunder except as specifically permitted hereunder, or any
      attempt to make such assignment or delegation; or

            (vi) any disqualification of the Servicer as an Eligible Servicer.

      (b) For purposes of this Agreement, the occurrence and continuance of
any of the following shall constitute an "Additional Servicer Termination
Event":

                                      71
<PAGE>

            (i) the occurrence of a Termination Trigger Event;

            (ii) the monthly average of the ratio of (x) qualified loan
      collectors employed by the Servicer for contracts related to
      recreational vehicles (excluding employees involved in bankruptcies,
      repossessions, liquidations and employees included in clause (iii)
      below) to (y) Receivables that are 60 days or more delinquent becomes
      greater than 1 to 200; or

            (iii) the monthly average of the ratio of (x) qualified loan
      collectors employed by the Servicer (excluding employees included in
      clause (ii) above) to (y) receivables that are fewer than 60 days
      delinquent becomes greater than 1 to 300.

      Section 10.02. Consequences of a Servicer Termination Event or an
Additional Servicer Termination Event. If a Servicer Termination Event shall
occur, the Indenture Trustee may, and at the direction of Noteholders
evidencing 25% of the Outstanding Amount of the Controlling Class, or, if no
Notes are Outstanding, Certificateholders evidencing 25% of the percentage
interests in the Certificates, shall terminate all of the rights and
obligations of the Servicer under this Agreement by notice in writing to the
Servicer. If an Additional Servicer Termination Event shall occur, the
Indenture Trustee may, and at the direction of Certificateholders evidencing
75% of the percentage interests in the Certificates shall terminate all of the
rights and obligations of the Servicer under this Agreement by notice in
writing to the Servicer. In either case, on or after the receipt by the
Servicer of such written notice, all authority, power, obligations and
responsibilities of the Servicer under this Agreement automatically shall pass
to, be vested in and become obligations and responsibilities of the Back-up
Servicer or such other successor Servicer, if any, as shall have been
appointed pursuant to the second sentence of Section 10.02(b); provided,
however, that the Back-up Servicer or such other successor Servicer shall have
no liability with respect to any obligation that was required to be performed
by the terminated Servicer prior to the date that the Back-up Servicer or such
other successor Servicer becomes the Servicer or any claim of a third party
based on any alleged action or inaction of the terminated Servicer. The
Back-up Servicer or such other successor Servicer is authorized and empowered
by this Agreement to execute and deliver, on behalf of the terminated
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 Receivables and related documents
to show the Indenture Trustee (or the Owner Trustee if the Notes have been
paid in full) as lienholder or secured party on the related certificates of
title of the Financed Vehicles or otherwise. The terminated Servicer agrees to
cooperate with the Back-up Servicer or such other successor Servicer in
effecting the termination of the responsibilities and rights of the terminated
Servicer under this Agreement, including the transfer to the Back-up Servicer
or such other successor Servicer for administration by it of all money and
property held by the Servicer with respect to the Receivables and other
records relating to the Receivables, including any portion of the Receivables
File held by the Servicer and a computer tape in readable form as of the most
recent Business Day containing all information necessary to enable the
successor Servicer to service the Receivables. The terminated Servicer shall
also provide the Back-up Servicer or such

                                      72
<PAGE>

other successor Servicer personnel and computer records in order to facilitate
the orderly and efficient transfer of servicing duties.

      Section 10.03. Appointment of Successor Servicer.

      (a) On and after the time the Servicer receives a notice of termination
pursuant to Section 10.02 or upon the resignation of the Servicer pursuant to
Section 9.06, the Back-up Servicer shall be the successor in all respects to
the Servicer in its capacity as Servicer under this Agreement and shall be
subject to all the rights, responsibilities, restrictions, duties, liabilities
and termination provisions relating to the Servicer under this Agreement,
except as otherwise stated herein. The Depositor, the Owner Trustee, the
Indenture Trustee, the Bond Administrator and the Back-up Servicer (or such
other successor Servicer, if so appointed pursuant to the second sentence of
Section 10.03(b)) shall take such action, consistent with this Agreement, as
shall be necessary to effectuate any such succession. If the Back-up Servicer
or another successor Servicer is acting as Servicer hereunder, it shall be
subject to termination under Section 10.02 upon the occurrence of any Servicer
Termination Event or any Additional Servicer Termination Event after its
appointment as successor Servicer.

      (b) On and after the time the Servicer receives a notice of termination
pursuant to Section 10.02 or upon the resignation of the Servicer pursuant to
Section 9.06, or if the Back-up Servicer is legally unable or unwilling to act
as Servicer, the Controlling Party may exercise at any time its right to
appoint a successor to the Servicer, and shall have no liability to the Owner
Trustee, the Indenture Trustee, the Bond Administrator, the Servicer, the
Depositor, any Securityholders or any other Person if it does so.
Notwithstanding the above, if the Back-up Servicer shall be legally unable to
act as Servicer, the Indenture Trustee, the Owner Trustee or Noteholders
evidencing 25% of the Outstanding Amount of the Controlling Class may petition
a court of competent jurisdiction to appoint any Eligible Servicer as the
successor to the Servicer. Pending appointment pursuant to the preceding
sentence, the Back-up Servicer shall act as successor Servicer unless it is
legally unable to do so, in which event the outgoing Servicer shall continue
to act as Servicer until a successor has been appointed and accepted such
appointment. The Bond Administrator, on behalf of the Indenture Trustee, shall
be entitled to withdraw from the Collection Account and remit to the successor
Servicer or such other party entitled thereto all reasonably incurred Servicer
transition costs.

      (c) Upon appointment, the successor Servicer shall be the successor in
all respects to the predecessor Servicer and shall be subject to all the
responsibilities, duties and liabilities arising thereafter relating thereto
placed on the predecessor Servicer, and shall be entitled to the Servicing Fee
and all the rights granted to the predecessor Servicer by the terms and
provisions of this Agreement.

      Section 10.04. Notification to Securityholders. Upon any termination of,
or appointment of a successor to, the Servicer pursuant to this Article VIII,
the Owner Trustee shall give prompt written notice thereof to the
Certificateholders, and the Bond Administrator shall give prompt written
notice thereof to the Noteholders and each Rating Agency.

                                      73
<PAGE>

      Section 10.05. Waiver of Past Defaults. Noteholders evidencing not less
than a majority of the Outstanding Amount of the Controlling Class, or, if no
Notes are Outstanding, Certificateholders evidencing not less than a majority
of the percentage interests in the Certificates, may, on behalf of all
Securityholders, waive in writing any default by the Servicer in the
performance of its obligations hereunder and its consequences, except (i) a
default in making any required deposits to or payments from any of the Trust
Accounts in accordance with this Agreement or (ii) a default that is, or with
the giving of notice or lapse of time or both would become, an Additional
Servicer Termination Event. Certificateholders evidencing not less than a
majority of the percentage interests in the Certificates, may, on behalf of
all Certificateholders, waive in writing any default by the Servicer in the
performance of its obligations hereunder and its consequences that is, or with
the giving of notice or lapse of time or both would become, an Additional
Servicer Termination Event. Upon any such waiver of a past default, such
default shall cease to exist, and any Servicer Termination Event or Additional
Servicer Termination Event, as applicable, arising therefrom shall be deemed
to have been remedied for every purpose of this Agreement. No such waiver
shall extend to any subsequent or other default or impair any right consequent
thereto.

                                      74
<PAGE>

                                  ARTICLE XI

                                  TERMINATION

      Section 11.01. Optional Purchase of All Receivables.

      (a) On each Determination Date as of which the Pool Balance is equal to
or less than 10% of the Original Pool Balance, the Servicer shall have the
option to purchase the Receivables. If the Servicer shall elect not to
exercise such option, a Certificateholder evidencing 100% of the percentage
interests in the Certificates shall have the option to purchase the
Receivables, provided that such Certificateholder shall not be the Seller, the
Depositor or any Affiliate thereof. To exercise such option, the Servicer or
such Certificateholder, as applicable, shall deposit to the Collection Account
pursuant to Section 5.04 an amount equal to the aggregate Purchase Amount for
the Receivables (including Receivables that became Liquidated Receivables
during the related Collection Period) and shall succeed to all interests in
and to the Receivables. The exercise of such option shall effect a retirement,
in whole but not in part, of all outstanding Notes.

      (b) As described in Article IX of the Trust Agreement, notice of any
termination of the Trust shall be given by the Servicer to the Owner Trustee,
the Indenture Trustee, the Bond Administrator and the Back-up Servicer as soon
as practicable after the Servicer has received notice thereof. Without
limitation of the foregoing, the Servicer shall not exercise its option to
purchase the Receivables pursuant to Section 11.01(a) unless the Servicer
shall have given 30 days prior written notice of its intent to exercise such
option to the Owner Trustee, the Indenture Trustee, the Bond Administrator and
the Back-up Servicer.

      (c) If the Servicer shall exercise its option to purchase the
Receivables pursuant to Section 11.01(a), any Certificateholder (unless such
Certificateholder is the Seller, the Depositor or an Affiliate thereof) shall
have the option to purchase such Receivables from the Servicer at a price
equal to the lesser of (i) the price that the Servicer paid for such
Receivables pursuant to Section 11.01(a) and (ii) the aggregate Purchase
Amount for the Receivables on the date of purchase by such Certificateholder,
net of collections on the Receivables retained by the Servicer, if any, as of
such date.

      (d) With respect to the second sentence of Section 11.01(a), it is
hereby acknowledged and agreed that, so long as the Certificate Trust is the
holder of all Certificates, the Certificate Trust shall not be an Affiliate of
the Seller or the Depositor if, and for so long as, no Affiliate of the Seller
or the Depositor is a holder of any of the Beneficial Interests issued by the
Certificate Trust.

                                      75
<PAGE>

                                  ARTICLE XII

                                 MISCELLANEOUS

      Section 12.01. Amendment.

      (a) This Agreement may be amended by the Depositor, the Servicer, the
Indenture Trustee and the Issuer, without the consent of any of the
Noteholders or Certificateholders, to cure any ambiguity, to correct or
supplement any provisions in this Agreement or for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions
in this Agreement or of modifying in any manner the rights of the Noteholders
or the Certificateholders; provided, however, that such action shall not, as
evidenced by an Opinion of Counsel delivered to the Owner Trustee and the
Indenture Trustee, adversely affect in any material respect the interests of
any Noteholder or Certificateholder; provided further, that such action shall
be deemed not to adversely affect in any material respect the interests of any
Noteholder or Certificateholder and no Opinion of Counsel to that effect shall
be required if the person requesting the amendment obtains a letter from the
Rating Agencies stating that the amendment would not result in the downgrading
or withdrawal of the ratings then assigned to the Notes.

      (b) This Agreement may also be amended from time to time by the
Depositor, the Servicer and the Issuer, with the prior written consent of the
Indenture Trustee, Noteholders holding not less than a majority of the
Outstanding Amount of the Class A Notes, Noteholders holding not less than a
majority of the Outstanding Amount of the Class B Notes, Noteholders holding
not less than a majority of the Outstanding Amount of the Class C Notes,
Noteholders holding not less than a majority of the Outstanding Amount of the
Class D Notes and Certificateholders evidencing not less than a majority of
the percentage interests in the Certificates, 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
Securityholders; provided, however, 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 for the benefit of the Securityholders, (ii) reduce the aforesaid
percentage of the Outstanding Amount of the Class A Notes, the Class B Notes,
the Class C Notes or the Class D Notes, the Noteholders of which are required
to consent to any such amendment, without the consent of the Noteholders
holding all Outstanding Class A Notes, Class B Notes, Class C Notes and Class
D Notes, or (iii) reduce the aforesaid percentage of the percentage interests
in the Certificates, the Certificateholders of which are required to consent
to any such amendment, without the consent of all of the Certificateholders.

      Promptly after the execution of any amendment or consent, the Bond
Administrator shall furnish written notification of the substance of such
amendment or consent to each Securityholder, the Indenture Trustee and each
Rating Agency.

                                      76
<PAGE>

      It shall not be necessary for the consent of Noteholders pursuant to
this Section to approve the particular form of any proposed amendment or
consent, but it shall be sufficient if such consent shall approve the
substance thereof.

      Prior to the execution of any amendment to this Agreement, the Owner
Trustee, on behalf of the Issuer, and the Indenture Trustee shall be entitled
to receive and rely upon an Opinion of Counsel stating that the execution of
such amendment is authorized or permitted by this Agreement and the Opinion of
Counsel referred to in Section 12.02(i)(A). The Owner Trustee, on behalf of
the Issuer, and the Indenture Trustee may, but shall not be obligated to,
enter into any such amendment that affects the Owner Trustee's or the
Indenture Trustee's, as applicable, own rights, duties or immunities under
this Agreement or otherwise.

      This Agreement may not be amended in any manner that materially affects
the rights or obligations of either Originator without the prior written
consent of such Originator.

      Section 12.02. Protection of Title to Trust.

      (a) The Servicer shall execute and file such financing statements and
cause to be executed and filed such continuation statements, all in such a
manner and in such places as may be required by law fully to preserve,
maintain and protect the interest of the Issuer and the Indenture Trustee in
the Receivables and the proceeds thereof. The Servicer shall deliver or cause
to be delivered to the Owner Trustee and the Indenture Trustee file-stamped
copies of, or filing receipts for, any document filed as provided above as
soon as available following such filing. In addition, the Seller and the
Depositor hereby authorize the Issuer at any time and from time to time to
prepare and file financing statements and amendments thereto in any
jurisdiction as may be necessary or desirable to preserve, maintain and
protect the interests of the Issuer and the Indenture Trustee in the
Receivables and the proceeds thereof.

      (b) None of the Seller, the Depositor or the 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 in accordance
with paragraph (a) above seriously misleading within the meaning of ss. 9-506
of the UCC, unless it shall have given the Owner Trustee and the Indenture
Trustee at least five days' prior written notice thereof and shall have
promptly filed appropriate amendments to all previously filed financing
statements or continuation statements.

      (c) Each of Seller, the Depositor and the Servicer shall have an
obligation to give the Owner Trustee and the Indenture Trustee at least five
Business Days' prior written notice of any change in the jurisdiction of its
organization if, as a result of such change of jurisdiction, 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, and shall promptly file any such amendment or new financing
statement. The 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) The 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 each such

                                      77
<PAGE>

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 such Receivable and the amounts from time to time
deposited in the Collection Account and the Paid-Ahead Account in respect of
each such Receivable.

      (e) The Servicer shall maintain its computer systems so that, from and
after the time of sale under this Agreement of the Receivables, the Servicer's
master computer records (including any backup archives) that refer to a
Receivable shall be coded to reflect that such Receivable is part of the
portfolio of Receivables that is the subject of this Agreement and is owned by
SSB RV Trust 2001-1 and pledged by SSB RV Trust 2001-1 to the Indenture
Trustee for the benefit of the Noteholders. Indication of such Receivables'
inclusion in the portfolio shall be deleted from or modified on the Servicer's
computer systems when, and only when, the related Receivable shall have been
paid in full or repurchased.

      (f) If at any time the Depositor or the Servicer shall propose to sell,
grant a security interest in or otherwise transfer any interest in
recreational vehicle receivables to any prospective purchaser, lender or other
transferee, the Servicer shall give to such prospective purchaser, lender or
other transferee computer tapes, records or printouts (including any restored
from backup archives) that, if they shall refer in any manner whatsoever to
any Receivable, shall indicate clearly that such Receivable has been sold and
is owned by the Issuer and has been pledged to the Indenture Trustee.

      (g) The Servicer shall permit the Indenture Trustee and its agents upon
reasonable notice and at any time during normal business hours, which does not
unreasonably interfere with the Servicer's normal operations or customer or
employee relations, to inspect, audit and make copies of and abstracts from
the Servicer's records regarding any Receivable.

      (h) Upon request, the Servicer shall furnish to the Owner Trustee or the
Indenture Trustee, within fifteen Business Days, a list of all Receivables (by
contract number and name of Obligor) then held as part of the Trust, together
with a reconciliation of such list to the Schedule of Receivables and to each
of the Servicer's Certificates furnished prior to such request indicating
removal of Receivables from the Trust.

      (i) The Servicer shall deliver to the Owner Trustee and the Indenture
Trustee:

            (A) promptly after the execution and delivery of this Agreement
and each amendment hereto, an Opinion of Counsel stating that, in the opinion
of such counsel, either (i) all financing statements and continuation
statements have been executed and filed that are necessary to fully preserve
and protect the interest of the Trust and the Indenture Trustee in the
Receivables, and reciting the details of such filings or referring to prior
Opinions of Counsel in which such details are given, or (ii) no such action
shall be necessary to preserve and protect such interest; and

            (B) within 90 days after the beginning of each calendar year
beginning with the first calendar year beginning more than three months after
the Cutoff Date, an Opinion of Counsel, dated as of a date during such 90-day
period, stating that, in the opinion of such

                                      78
<PAGE>

counsel, either (i) all financing statements and continuation statements have
been executed and filed that are necessary to fully preserve and protect the
interest of the Trust and the Indenture Trustee in the Receivables, and
reciting the details of such filings or referring to prior Opinions of Counsel
in which such details are given, or (ii) no such action shall be necessary to
preserve and protect such interest.

      Each Opinion of Counsel referred to in clause (A) or (B) above shall
specify any action necessary (as of the date of such opinion) to be taken in
the following year to preserve and protect such interest.

      Section 12.03. Notices. All demands, notices, communications and
instructions upon or to the Depositor, the Servicer, the Issuer, the Owner
Trustee, the Indenture Trustee or any Rating Agency under this Agreement shall
be in writing, personally delivered, faxed and followed by first class 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 the Depositor, to 390
Greenwich Street, New York, NY 10013, Attention: SSB Vehicle Securities Inc.,
(b) in the case of the Servicer, the Custodian and an Originator to The CIT
Group/Sales Financing, Inc., 715 South Metropolitan Avenue, Oklahoma 73108,
Attention: Pat Hickey and a copy to The CIT Group/Sales Financing, Inc., 1
Tyco Drive, Livingston, New Jersey 07039, Attention: General Counsel, (c) also
in the case of an Originator to The CIT Group/Consumer Finance, Inc. 1 Tyco
Drive, Livingston, New York 07039, Attention: General Counsel, (d) in the case
of the Indenture Trustee, to U.S. Bank National Association, 180 East Fifth
Street, St. Paul Minnesota 55101, Attention: Structured Finance/SSB RV Trust
2001-1, (e) in the case of the Issuer or the Owner Trustee, at the Corporate
Trust Administration Department (as defined in the Trust Agreement); (f) in
the case of the Bond Administrator, to Citibank, N.A., 111 Wall Street, 14th
Floor, Zone 3, New York, New York 10005, Attention: Structured Finance Group,
SSB RV Trust 2001-1, (g) in the case of Moody's, to 99 Church Street, New
York, New York 10007, Attention: ABS Monitoring Department, and (h) in the
case of Standard & Poor's, to 55 Water Street (40th Floor), New York, New York
10041, Attention: Asset Backed Surveillance Department; or, as to each of the
foregoing, at such other address as shall be designated by written notice to
the other parties.

      Section 12.04. Assignment by the Depositor or the Servicer.
Notwithstanding anything to the contrary contained herein, except as provided
in Sections 6.04 and 9.03 herein and as provided in the provisions of this
Agreement concerning the resignation of the Servicer, this Agreement may not
be assigned by the Depositor or the Servicer.

      Section 12.05. Limitations on Rights of Others. The provisions of this
Agreement are solely for the benefit of the Depositor, the Servicer, the
Seller, the Issuer, the Owner Trustee, the Certificateholders, the Indenture
Trustee, the Bond Administrator and the Noteholders, and nothing in this
Agreement, whether express or implied, shall be construed to give to any other
Person any legal or equitable right, remedy or claim in the Trust Estate or
under or in respect of this Agreement or any covenants, conditions or
provisions contained herein.

      Section 12.06. Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such

                                      79
<PAGE>

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.

      Section 12.07. Counterparts. This Agreement may be executed by the
parties hereto in any number of counterparts, each of which when so executed
and delivered shall be an original, but all of which shall together constitute
but one and the same instrument.

      Section 12.08. Headings. The headings of the various Articles and
Sections herein are for convenience of reference only and shall not define or
limit any of the terms or provisions hereof.

      Section 12.09. 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.

      Section 12.10. Assignment by Issuer. The Depositor hereby acknowledges
and consents to any mortgage, pledge, assignment and grant of a security
interest by the Issuer to the Indenture Trustee in accordance with the terms
of the Indenture for the benefit of the Noteholders of all right, title and
interest of the Issuer in, to and under the Receivables or the assignment of
any or all of the Issuer's rights and obligations hereunder to the Indenture
Trustee.

      Section 12.11. Nonpetition Covenants. Notwithstanding any prior
termination of this Agreement, the parties hereto shall not, prior to the date
that is one year and one day after the termination of this Agreement with
respect to the Issuer, the Certificate Trust or the Depositor, acquiesce,
petition or otherwise invoke or cause the Issuer, the Certificate Trust or the
Depositor to invoke the process of any court or government authority for the
purpose of commencing or sustaining a case against the Issuer, the Certificate
Trust or the Depositor 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, the
Certificate Trust or the Depositor or any substantial part of its property, or
ordering the winding up or liquidation of the affairs of the Issuer, the
Certificate Trust or the Depositor.

      Section 12.12. Limitation of Liability of Owner Trustee and Indenture
Trustee.

      (a) Notwithstanding anything contained herein to the contrary, this
Agreement has been countersigned by Wilmington Trust Company not in its
individual capacity but solely in its capacity as Owner Trustee of the Issuer
and in no event shall Wilmington Trust Company in its individual capacity or,
except as expressly provided in the Trust Agreement, as Owner Trustee of the
Issuer 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 in accordance
with the priorities set forth herein. For all purposes of this Agreement, in
the performance of its duties or obligations hereunder or in the performance
of any duties or

                                      80
<PAGE>

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 accepted by U.S. Bank National Association, not in its
individual capacity but solely as Indenture Trustee, and in no event shall
U.S. Bank National Association 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 in accordance with the priorities set forth herein.

                                      81
<PAGE>

                                 ARTICLE XIII

                             THE BACK-UP SERVICER

      Section 13.01. Appointment of Back-up Servicer. On or before each
Distribution Date, the Servicer shall deliver to the Indenture Trustee and the
Back-up Servicer a computer tape in a format acceptable to the Indenture
Trustee and the Back-up Servicer containing the information with respect to
the Receivables for the preceding Collection Period necessary for the
preparation of the Servicer's Certificate and the verification required under
Section 13.02 relating to such Collection Period (the "Back-up Servicer
Tape"). The duties of the Back-up Servicer set forth in Section 13.02 (the
"Back-up Servicer Duties") shall be conducted by the Person so designated from
time to time as Back-up Servicer in accordance with this Agreement. GMAC
Mortgage Corporation is hereby initially designated as, and hereby agrees to
perform, the duties and obligations of the Back-up Servicer pursuant to the
terms hereof and each other Basic Document to which the Back-up Servicer is a
party. Subject to the resignation of GMAC Mortgage Corporation as Back-up
Servicer pursuant to Section 13.04 or the termination of GMAC Mortgage
Corporation as Back-up Servicer pursuant to Section 13.06 and, in either case,
the designation of a successor Back-up Servicer hereunder, GMAC Mortgage
Corporation shall continue to perform the Back-up Servicer Duties, unless and
until expressly agreed otherwise by the Issuer, the Servicer and the Indenture
Trust.

      Section 13.02. Duties of Back-up Servicer. The Back-up Servicer, for the
benefit of the Issuer and the Indenture Trustee, shall perform the following
duties:

      (a) establish and maintain servicing functionality and procedures
consistent with the duties of the Servicer and the Back-up Servicer under this
Agreement;

      (b) perform an initial data mapping of the servicing data with respect
to the Receivables on the Back-up Servicer Tape to the Back-up Servicer's
servicing system based upon the initial Back-up Servicing Tape;

      (c) on a monthly basis, process the monthly electronic final balance and
financial transactions from the Back-up Servicer Tape and reconcile such data
to the Back-up Servicer's servicing system from the Back-up Servicer Tape;

      (d) on a monthly basis, review the monthly Servicer's Certificate and
the monthly Distribution Date Statement and reconcile such Servicer's
Certificate and Distribution Date Statement to the Back-up Servicer Tape;

      (e) in the event that the Back-up Servicer discovers a discrepancy or
discrepancies with respect to such independent reconciliation described above,
notify the Servicer thereof and attempt to reconcile such discrepancy or
discrepancies with the Servicer; and

      (f) in the event that such discrepancy or discrepancies described above
are not reconciled, report such discrepancy or discrepancies to the Depositor
and the Indenture Trustee prior to the Determination Date immediately
following the Distribution Date to which the Back-

                                      82
<PAGE>

up Servicer Tape, Servicer's Certificate and/or Distribution Date Statement in
question are related.

      Section 13.03. Backup Servicing Standard. The Back-up Servicer, for the
benefit of the Issuer, the Indenture Trustee and the Securityholders, shall
perform the Back-up Servicer Duties in accordance with all applicable federal,
state or local laws and regulations and with the degree of skill, care and
diligence of prudent lenders in the industry for the servicing of comparable
assets, but in no event, with less skill, care and diligence that the Back-up
Servicer exercises with respect to all comparable assets that it services for
itself or others (such standards, the "Back-up Servicer Standard"). Other than
the duties specifically set forth in this Agreement, the Back-up Servicer
shall have no obligations hereunder, including, without limitation to
supervise, verify, monitor, or administer the performance of the Servicer. The
duties and obligations of the Back-up Servicer shall be determined solely by
the express provisions of this Agreement and no implied covenants or
obligations shall be read into this Agreement against the Back-up Servicer.

      Section 13.04. Limitation on Resignation of the Back-up Servicer. The
Back-up Servicer shall not resign from the obligations and duties hereby
imposed on it except (a) by mutual agreement among the Back-up Servicer, the
Issuer and the Indenture Trustee or (b) upon determination that its duties
hereunder are no longer permissible under applicable law. Any determination
under clause (b) above pertaining the resignation of the Back-up Servicer
shall be evidenced by an opinion of counsel (which counsel shall be acceptable
to the Issuer and the Indenture Trustee) to such effect delivered to the
Issuer, the Depositor and the Indenture Trustee. No such resignation shall
become effective until a successor Back-up Servicer shall have assumed the
Back-up Servicer's responsibilities, duties, liabilities and obligations
hereunder. Any such successor Back-up Servicer must be an established servicer
of vehicle loans and must be approved in writing by the Issuer, the Depositor
and the Indenture Trustee.

      Section 13.05. Rights in Respect of the Back-up Servicer. The Back-up
Servicer shall afford the Indenture Trustee, the Issuer and the Depositor, and
the Bond Administrator, upon three (3) Business Days prior notice, during
normal business hours access to all records maintained by the Back-up Servicer
in respect of its rights and obligations hereunder and access to officers of
the Back-up Servicer responsible for such obligations. Upon request, the
Back-up Servicer shall furnish the Indenture Trustee, the Bond Administrator,
the Issuer and the Depositor such information as the Back-up Servicer
possesses regarding the transactions contemplated hereby and any circumstance
that could reasonably be expected to affect the Back-up Servicer's ability to
perform its obligations hereunder. The Indenture Trustee, the Bond
Administrator and the Issuer shall not have any responsibility or liability
for any action or failure to act by the Back-up Servicer, and are not
obligated to supervise the performance of the Back-up Servicer under this
Agreement or otherwise.

      Section 13.06. Termination.

                                      83
<PAGE>

      (a) Upon sixty (60) days' written notice, the Controlling Party may
terminate all the rights and obligations of the Back-up Servicer under this
Agreement as to any or all of the Receivables or Back-up Servicer Duties.

      (b) In the event that (a) notice of termination of this Agreement, or of
termination of the rights and obligations of the Back-up Servicer hereunder,
is given, or (b) the Back-up Servicer resigns in accordance with Section
13.04, the Back-up Servicer covenants that all funds and any item comprising a
Receivable File in its possession relating to the affected Receivables
(collectively, the "Backup Contract Records") shall, at the option of the
Controlling Party, immediately upon receipt of notice of termination or the
resignation of the Back-up Servicer, be submitted to the control of the
Indenture Trustee.

      (c) Notwithstanding any termination of this Agreement, or of all or a
portion of the rights and obligations of the Back-up Servicer hereunder, the
Back-up Servicer shall not be relieved of liability for all amounts due, or
responsibilities owed the Issuer, the Indenture Trustee or the Noteholders in
respect of its obligations hereunder while it served as the Back-up Servicer.
The Back-up Servicer forthwith upon such termination or resignation shall (a)
use its best efforts to effect the orderly and efficient transfer of Back-up
Servicer Duties to a new backup servicer or other designee selected by the
Controlling Party, and (b) arrange for the physical transfer and delivery to
the Controlling Party or to a new backup servicer or other designee selected
by the Controlling Party of all records regarding the Receivables and copies
thereof in its possession. Any successor servicer hereunder shall meet the
requirement and be selected in accordance with the procedures specified in
Section 13.04. Notwithstanding any termination of this Agreement, or any
termination of all the rights and obligations of the Back-up Servicer
hereunder as to all or any number of Receivables, or any resignation of the
Back-up Servicer, in any case pursuant to any provision of this Agreement, the
Back-up Servicer shall be entitled to receive all amounts accrued and owing to
it under this Agreement in accordance with Section 13.08 hereof and, in
accordance with Section 5.06(b)(xiii), reimbursement of all reasonable
expenses incurred by the outgoing Back-up Servicer in connection with the
transfer of the back-up servicing function to a successor Back-up Servicer;
provided, however, that in no case shall the amount of such reimbursed
expenses exceed $50,000.

      Section 13.07. Resignation or Termination of Back-up Servicer. Upon the
termination of the Back-up Servicer in accordance with Section 13.06 or the
resignation of the Back-up Servicer in accordance with Section 13.04, and upon
the Indenture Trustee's delivery of prior written notice of such termination
or resignation to each Rating Agency, the Controlling Party shall appoint a
successor Back-up Servicer that shall assume all of the responsibilities,
duties, liabilities and obligations the Back-up Servicer hereunder, without
further action by any Person. Any such successor Back-up Servicer must be an
established servicer of vehicle loans and must be approved in writing by the
Issuer, the Depositor and the Indenture Trustee. Any such appointment of a
successor back-up servicer pursuant to this Section 13.07 shall occur as soon
as reasonably practical (but, in any event, no later than 45 days) after the
earlier of the date on which (a) the Controlling Party provides notice to the
Back-up Servicer of the termination of the Back-up Servicer pursuant to
Section 13.06 or (b) the Back-up Servicer resigns in accordance with Section
13.04. Neither the Back-up Servicer nor any successor Back-up Servicer shall
have

                                      84
<PAGE>

(i) any liability with respect to any obligation which was required to be
performed by the terminated Back-up Servicer prior to the date that the
successor Back-up Servicer became the Back-up Servicer or any claim of a third
party based on any alleged action or inaction of the terminated Back-up
Servicer and (ii) any obligation to pay any of the fees and expenses of any
other party involved in this transaction.

      Section 13.08. Backup Servicing Fee. At any time the Back-up Servicer or
one of its affiliates is not the Servicer hereunder, the Back-up Servicer
shall be paid the Back-up Servicer Fee for the performance of its obligations
as Back-up Servicer hereunder and under the Basic Documents. The Back-up
Servicer Fee for each Distribution Date shall be paid in accordance with
Section 5.06(b)(iii).

      Section 13.09. Indemnity. The Back-up Servicer its officers, directors,
agents and employees shall be indemnified and held harmless in accordance with
the terms of the separate agreement between the Servicer and the Back-up
Servicer, against any and all claims, losses, liabilities, damages or expenses
(including, but not limited to, attorney's fees, court costs and costs of
investigation) of any kind or nature whatsoever arising out of or in
connection with this Agreement that may be imposed upon, incurred by or
asserted against the Back-up Servicer, except in each case to the extent
arising from the Back-up Servicer's misfeasance, bad faith or negligence. The
provisions of this Section 13.09 shall survive the resignation or removal of
the Back-up Servicer and the termination of this Agreement.

      Section 13.10. Limitation of Liability.

      (a) In the absence of bad faith, negligence or misconduct on the part of
the Back-up Servicer, the Back-up Servicer shall not be liable to the Issuer,
the Indenture Trustee, the Seller or any other Person with respect to any
action taken or not taken by it in the performance of its obligations under
this Agreement. The obligations of the Back-up Servicer shall be determined
solely by the express provisions of this Agreement. No representation,
warranty, covenant, agreement, obligation or duty of the Back-up Servicer
shall be implied with respect to this Agreement or the Back-up Servicer's
services hereunder.

      (b) The Back-up Servicer may rely, and shall be protected in acting or
refraining to act, upon and need not verify the accuracy of, any written
instruction, notice, order, request, direction, certificate, opinion or other
instrument or document believed by the Back-up Servicer to be genuine and to
have been signed and presented by the proper party or parties, which, with
respect to the Issuer, Indenture Trustee shall mean signature and presentation
by an authorized representative whether such presentation is by personal
delivery, express delivery or facsimile.

      (c) The Back-up Servicer may consult with counsel selected by it with
regard to legal questions arising out of or in connection with this Agreement,
and the advice or opinion of such counsel shall be full and complete
authorization and protection in respect of any action taken, omitted or
suffered by the Back-up Servicer in reasonable reliance, in good faith, and in
accordance therewith.

                                      85
<PAGE>

      (d) Except as expressly provided for herein, the provisions of this
Agreement shall not require the Back-up Servicer to expend or risk its own
funds or otherwise incur financial liability in the performance of its duties
under this Agreement if it shall have reasonable ground for believing that
repayment of such funds or adequate indemnity is not reasonably assured to it.

      (e) The Back-up Servicer shall not be responsible or liable for, and
makes no representation or warranty with respect, the validity, adequacy or
perfection of any lien upon, or security interest in any Receivables or
Receivable Files purported to be granted at any time to the Indenture Trustee.


                                      86
<PAGE>

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

                              SSB RV TRUST 2001-1

                              By:   WILMINGTON TRUST COMPANY,
                                          not in its individual capacity
                                          but solely as Owner Trustee

                              By: ___________________________________
                                  Name:
                                  Title


                              SSB VEHICLE SECURITIES INC.,

                              By: ___________________________________
                                  Name:
                                  Title


                              SALOMON BROTHERS REALTY CORP.,

                              By: ___________________________________
                                  Name:
                                  Title

                              THE CIT GROUP/SALES FINANCING, INC.,

                              By: ___________________________________
                                  Name:
                                  Title

                              GMAC MORTGAGE CORPORATION,

                              By: ___________________________________
                                  Name:
                                  Title

                              THE CIT GROUP/CONSUMER FINANCE, INC. (NY),

                              By: ___________________________________
                                  Name:
                                  Title



                                      87
<PAGE>



                              CITIBANK, N.A.,
                                    not in its individual capacity
                                    but solely as Bond Administrator

                              By: ___________________________________
                                  Name:
                                  Title



                              U.S. BANK NATIONAL ASSOCIATION,
                                                not in its individual capacity
                                                but solely as Indenture
                              Trustee

                              By: ___________________________________
                                  Name:
                                  Title


                                      88
<PAGE>


                                  SCHEDULE A

                            Schedule of Receivables
                            -----------------------

                     [On file with the Indenture Trustee]







<PAGE>


                                  SCHEDULE C


                         Location of Receivable Files
                         ----------------------------


The CIT Group/Sales Financing, Inc.
715 South Metropolitan Avenue
Oklahoma City, Oklahoma 73108






<PAGE>



                                   EXHIBIT A


              Form of Distribution Date Statement to Noteholders
              --------------------------------------------------


      SSB RV Trust 2001-1 Distribution Date Statement to Securityholders

<TABLE>
<CAPTION>
Principal Distribution Amount
---------------------------------------------------------------------------------------------------
<S>                                                        <C>
  Class A-1 Notes:                          ($        per $1,000 original principal balance)

  Class A-2 Notes:                          ($        per $1,000 original principal balance)

  Class A-3 Notes:                          ($        per $1,000 original principal balance)

  Class A-4 Notes:                          ($        per $1,000 original principal balance)

  Class A-5 Notes:                          ($        per $1,000 original principal balance)

  Class B Notes:                            ($        per $1,000 original principal balance)

  Class C Notes:                            ($        per $1,000 original principal balance)

  Class D Notes:                            ($        per $1,000 original principal balance)



Interest Distribution Amount
---------------------------------------------------------------------------------------------------
  Class A-1 Notes:                          ($        per $1,000 original principal balance)

  Class A-2 Notes:                          ($        per $1,000 original principal balance)

  Class A-3 Notes:                          ($        per $1,000 original principal balance)

  Class A-4 Notes:                          ($        per $1,000 original principal balance)

  Class A-5 Notes:                          ($        per $1,000 original principal balance)

  Class B Notes:                            ($        per $1,000 original principal balance)

  Class C Notes:                            ($        per $1,000 original principal balance)

  Class D Notes:                            ($        per $1,000 original principal balance)

Regular Principal Allocation                ($        per $1,000 original principal balance)

First Allocation of Principal               ($        per $1,000 original principal balance)

<PAGE>

Second Allocation of Principal              ($        per $1,000 original principal balance)

Third Allocation of Principal               ($        per $1,000 original principal balance)

Class A-1 Interest Carryover Shortfall      ($        per $1,000 original principal balance)
Class A-2 Interest Carryover Shortfall      ($        per $1,000 original principal balance)
Class A-3 Interest Carryover Shortfall      ($        per $1,000 original principal balance)
Class A-4 Interest Carryover Shortfall      ($        per $1,000 original principal balance)
Class A-5 Interest Carryover Shortfall      ($        per $1,000 original principal balance)
Class B Interest Carryover Shortfall        ($        per $1,000 original principal balance)
Class C Interest Carryover Shortfall        ($        per $1,000 original principal balance)
Class D Interest Carryover Shortfall        ($        per $1,000 original principal balance)

Distribution Date Payment Shortfall         ($        per $1,000 original principal balance)

Reserve Account Withdrawal Shortfall        ($        per $1,000 original principal balance)
</TABLE>


Note Balance:
  Class A-1 Notes:
  Class A-2 Notes:
  Class A-3 Notes:
  Class A-4 Notes:
  Class A-5 Notes:
  Class B Notes:
  Class C Notes:
  Class D Notes:

Note Pool Factor:
  Class A-1 Notes:
  Class A-2 Notes:
  Class A-3 Notes:
  Class A-4 Notes:
  Class A-5 Notes:
  Class B Notes:
  Class C Notes:
  Class D Notes:

Servicing Fee     ($     per $1,000 original principal balance)

Supplemental Servicing Fee    ($     per $1,000 original principal balance)

Owner Trustee Fee ($     per $1,000 original principal balance)

Indenture Trustee Fee         ($     per $1,000 original principal balance)

Bond Administrator Fee  ($     per $1,000 original principal balance)

<PAGE>

Back-up Servicer Fee          ($     per $1,000 original principal balance)

Pool Balance

Realized Losses

Cram Down Losses

Repossessed Receivables

Liquidated Receivables or Purchased Receivables

Receivables granted extensions or deferments

Purchase Amounts

Reserve Account Balance

Amount Deposited to Reserve Account

Principal Balance of Receivables that were delinquent:

      30 to 59 days
      60 to 89 days
      90 days or more

Amount Withdrawn from Reserve Account



<PAGE>



                                   EXHIBIT B

                        FORM OF SERVICER'S CERTIFICATE
                        ------------------------------

                           [Available from Servicer]







<PAGE>



                                   EXHIBIT C


                                  [RESERVED]
                                  ----------






<PAGE>


                                   EXHIBIT D


      1. General. The Sale and Servicing Agreement creates a valid and
continuing security interest (as defined in the UCC) in all of the Depositor's
right, title and interest in and to the Receivables in favor of the Issuer
which, (a) is enforceable upon execution of the Sale and Servicing Agreement
against creditors of and purchasers from the Depositor as such enforceability
may be limited by applicable Debtor Relief Laws, now or hereafter in effect,
and by general principles of equity (whether considered in a suit at law or in
equity), and (b) upon filing of the financing statements described in clause 4
below will be prior to all other Liens (other than Liens permitted pursuant to
clause 5 below).

      2. Characterization. The Receivables constitute "tangible chattel paper"
within the meaning of UCC Section 9-102. The Depositor has taken all steps
necessary to perfect its security interest against the Obligor in the Financed
Vehicles securing the Receivables.

      3. Creation. Immediately prior to the conveyance of the Receivables
pursuant to the Sale and Servicing Agreement, the Depositor owns and has good
and marketable title to, or has a valid security interest in, the Receivables
free and clear of any Lien, claim or encumbrance of any Person.

      4. Perfection. The Depositor has caused or will have caused, within ten
days of the Closing Date, the filing of all appropriate financing statements
in the proper filing office in the appropriate jurisdictions under applicable
law in order to perfect the security interest granted to the Issuer under the
Sale and Servicing Agreement in the Receivables. The Depositor will have
caused within ten days of the effective date of the Sale and Servicing
Agreement, the filing of financing statements against the Depositor and such
originator in favor of the Issuer in connection herewith describing such
Receivables and containing a statement that: "A purchase of or security
interest in any collateral described in this financing statement will violate
the rights of the Issuer."

      5. Priority. Other than the security interests granted to the Issuer
pursuant to the Sale and Servicing Agreement, the Depositor has not pledged,
assigned, sold, granted a security interest in, or otherwise conveyed any of
the Receivables, the Depositor has not authorized the filing of and is not
aware of any financing statements against the Depositor that includes a
description of collateral covering the Receivables other than any financing
statement (i) relating to the security interests granted to the Issuer under
the Sale and Servicing Agreement (ii) that has been terminated, or (iii) that
has been granted pursuant to the terms of the Basic Documents. None of the
tangible chattel paper that constitutes or evidences the Receivables has any
marks or notations indicating that they are pledged, assigned or otherwise
conveyed to any Person other than Indenture Trustee.