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                                  Exhibit 4.2


                     Amended and Restated Trust Agreement




                                                                             5
<PAGE>


                                                                   Exhibit 4.2
                                                                   -----------

                                                                EXECUTION COPY




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









                     AMENDED AND RESTATED TRUST AGREEMENT

                                    between

                         SSB VEHICLE SECURITIES INC.,
                                 as Depositor,

                                      and

                           WILMINGTON TRUST COMPANY,
                               as Owner Trustee


                         Dated as of December 1, 2001











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




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                               TABLE OF CONTENTS

                                                                          Page



                                   ARTICLE I

                                  DEFINITIONS

Section 1.01.  Capitalized Terms.............................................6
Section 1.02.  Other Definitional Provisions.................................9


                                  ARTICLE II

                                 ORGANIZATION

Section 2.01.  Name.........................................................10
Section 2.02.  Office.......................................................10
Section 2.03.  Purposes and Powers..........................................10
Section 2.04.  Appointment of Owner Trustee.................................10
Section 2.05.  Initial Capital Contribution of Trust Estate.................11
Section 2.06.  Declaration of Trust.........................................11
Section 2.07.  Liability of Owners..........................................11
Section 2.08.  Title to Trust Property......................................11
Section 2.09.  Situs of Trust...............................................11
Section 2.10.  Representations, Warranties and Covenants of the Depositor...11
Section 2.11.  Federal Income Tax Allocations...............................12


                                  ARTICLE III

                 TRUST CERTIFICATES AND TRANSFER OF INTERESTS

Section 3.01.  Initial Ownership............................................14
Section 3.02.  The Trust Certificates.......................................14
Section 3.03.  Execution, Authentication and Delivery of Trust
               Certificates.................................................14
Section 3.04.  Registration of Transfer and Exchange of Trust Certificates..14
Section 3.05.  Mutilated, Destroyed, Lost or Stolen Trust Certificates......16
Section 3.06.  Persons Deemed Owners........................................17
Section 3.07.  Access to List of Certificateholders' Names and Addresses....17
Section 3.08.  Maintenance of Office or Agency..............................17
Section 3.09.  Appointment of Paying Agent..................................17
Section 3.10.  Definitive Trust Certificates................................18


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                                  ARTICLE IV

                           ACTIONS BY OWNER TRUSTEE

Section 4.01.  Prior Notice with Respect to Certain Matters.................19
Section 4.02.  Action by Certificateholders with Respect to Certain
               Matters......................................................20
Section 4.03.  Action by Certificateholders with Respect to Bankruptcy......21
Section 4.04.  Restrictions on Certificateholders' Power....................21
Section 4.05.  Majority Control.............................................21


                                   ARTICLE V

                  APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

Section 5.01.  Establishment of Trust Account...............................22
Section 5.02.  Application of Trust Funds...................................22
Section 5.03.  Method of Payment............................................23
Section 5.04.  No Segregation of Moneys; No Interest........................23
Section 5.05.  Accounting and Reports to Certificateholders, the Internal
               Revenue Service and Others...................................23
Section 5.06.  Signature on Returns; Tax Matters Partner....................24


                                  ARTICLE VI

                     AUTHORITY AND DUTIES OF OWNER TRUSTEE

Section 6.01.  General Authority............................................25
Section 6.02.  General Duties...............................................25
Section 6.03.  Action upon Instruction......................................25
Section 6.04.  No Duties Except as Specified in this Agreement or in
               Instructions.................................................26
Section 6.05.  No Action Except Under Specified Documents or Instructions...26
Section 6.06.  Restrictions.................................................26
Section 6.07.  Administrative Duties........................................27


                                  ARTICLE VII

                         CONCERNING THE OWNER TRUSTEE

Section 7.01.  Acceptance of Trusts and Duties..............................30
Section 7.02.  Furnishing of Documents......................................31
Section 7.03.  Representations and Warranties...............................31
Section 7.04.  Reliance; Advice of Counsel..................................32
Section 7.05.  Not Acting in Individual Capacity............................32
Section 7.06.  Owner Trustee Not Liable for Trust Certificates or for
               Receivables..................................................32
Section 7.07.  Owner Trustee May Own Trust Certificates and Notes...........33
Section 7.08.  Doing Business in Other Jurisdictions........................33


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Section 7.09.  Owner Trustee as Paying Agent................................33


                                 ARTICLE VIII

                         COMPENSATION OF OWNER TRUSTEE

Section 8.01.  Owner Trustee's Fees and Expenses............................34
Section 8.02.  Indemnification..............................................34
Section 8.03.  Payments to the Owner Trustee................................34


                                  ARTICLE IX

                        TERMINATION OF TRUST AGREEMENT

Section 9.01.  Termination of Trust Agreement...............................35


                                   ARTICLE X

            SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

Section 10.01. Eligibility Requirements for Owner Trustee...................37
Section 10.02. Resignation or Removal of Owner Trustee......................37
Section 10.03. Successor Owner Trustee......................................38
Section 10.04. Merger or Consolidation of Owner Trustee.....................38
Section 10.05. Appointment of Co-Trustee or Separate Trustee................38


                                  ARTICLE XI

                                 MISCELLANEOUS

Section 11.01. Supplements and Amendments...................................40
Section 11.02. No Legal Title to Trust Estate in Certificateholders.........41
Section 11.03. Limitations on Rights of Others..............................41
Section 11.04. Notices......................................................41
Section 11.05. Severability.................................................42
Section 11.06. Separate Counterparts........................................42
Section 11.07. Successors and Assigns.......................................42
Section 11.08. Covenants of the Depositor...................................42
Section 11.09. No Petition..................................................42
Section 11.10. No Recourse..................................................42
Section 11.11. Headings.....................................................42
Section 11.12. GOVERNING LAW................................................42
Section 11.13. Trust Certificate Transfer Restrictions......................43


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                                   EXHIBITS

Exhibit A      Form of Trust Certificate....................................A-1
Exhibit B      Form of Certificate of Trust.................................B-1
Exhibit C      Form of Transferor Certificate...............................C-1
Exhibit D      Form of Investment Letter....................................D-1


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<PAGE>


         This AMENDED AND RESTATED TRUST AGREEMENT, dated as of December 1,
2001, is between SSB VEHICLE SECURITIES INC., a Delaware corporation, as
depositor (the "Depositor"), and WILMINGTON TRUST COMPANY, a Delaware banking
corporation, as owner trustee (the "Owner Trustee").

         WHEREAS, the Owner Trustee and the Company entered into a Trust
Agreement dated as of November 16, 2001 (the "Trust Agreement"); and

         WHEREAS, the Trust Agreement is being amended and restated as of
December 1, 2001;

         NOW, THEREFORE, the Depositor and the Owner Trustee hereby agree as
follows:

                                   ARTICLE I

                                  DEFINITIONS

         Section 1.01. Capitalized Terms. For all purposes of this Agreement,
the following terms shall have the meanings set forth below:

         "Agreement" shall mean this Trust Agreement, as the same may be
amended and supplemented from time to time.

         "Benefit Plan" shall have the meaning assigned to such term in
Section 11.13.

         "Business Trust Statute" shall mean Chapter 38 of Title 12 of the
Delaware Code, 12 Del. Code ss. 3801 et seq., as the same may be amended from
time to time.

         "Certificate Distribution Account" shall have the meaning assigned to
such term in Section 5.01.

         "Certificate of Trust" shall mean the Certificate of Trust
substantially in the form of Exhibit B filed for the Trust pursuant to Section
3810(a) of the Business Trust Statute.

         "Certificate Register" and "Certificate Registrar" shall mean the
register mentioned in and the registrar appointed pursuant to Section 3.04.

         "Certificate Trust" means that certain trust established pursuant to
the trust agreement, dated as of December 1, 2001, between Wilmington Trust
Company, a Delaware banking corporation, as trustee thereunder, and the
Depositor.

         "Certificateholder" or "Holder" shall mean a Person in whose name a
Trust Certificate is registered, and shall initially be the Certificate Trust.

         "Class A-1 Notes" shall mean the 1.915% Asset Backed Notes, Class
A-1, issued pursuant to the Indenture.

         "Class A-2 Notes" shall mean the 2.89% Asset Backed Notes, Class A-2,
issued pursuant to the Indenture.


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         "Class A-3 Notes" shall mean the 4.74% Asset Backed Notes, Class A-3,
issued pursuant to the Indenture.

         "Class A-4 Notes" shall mean the 5.81% Asset Backed Notes, Class A-4,
issued pursuant to the Indenture.

         "Class A-5 Notes" shall mean the 6.30% Asset Backed Notes, Class A-5,
issued pursuant to the Indenture.

         "Class B Notes" shall mean the 6.64% Asset Backed Notes, Class B,
issued pursuant to the Indenture.

         "Class C Notes" shall mean the 7.03% Asset Backed Notes, Class C,
issued pursuant to the Indenture.

         "Class D Notes" shall mean the 7.42% Asset Backed Notes, Class D,
issued pursuant to the Indenture.

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

         "Corporate Trust Office" shall mean, with respect to the Owner
Trustee, the principal corporate trust office of the Owner Trustee located at
Rodney Square North, 1100 North Market Street, Wilmington, Delaware
19890-0001, Attention: Corporate Trust Administration, or at such other
address in the State of Delaware as the Owner Trustee may designate by notice
to the Certificateholders and the Depositor, or the principal corporate trust
office of any successor Owner Trustee at the address (which shall be in the
State of Delaware) designated by such successor Owner Trustee by notice to the
Certificateholders and the Depositor.

         "Depositor" shall mean SSB Vehicle Securities Inc., and its
successors, in its capacity as depositor hereunder.

         "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

         "Expenses" shall have the meaning assigned to such term in Section
8.02.

         "Indemnified Parties" shall have the meaning assigned to such term in
Section 8.02.

         "Indenture" shall mean the Indenture, dated as of December 1, 2001
among the Trust; U.S. Bank National Association, as Indenture Trustee and
Citibank, N.A., as Bond Administrator.

         "Owner Trustee" shall mean Wilmington Trust Company, a Delaware
banking corporation, not in its individual capacity but solely as owner
trustee under this Agreement, and any successor Owner Trustee hereunder.


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         "Paying Agent" shall mean any paying agent or co-paying agent
appointed pursuant to Section 3.09 and shall initially be Citibank, N.A.

         "Percentage Interest" means, as to any Certificate, the percentage
interest, specified on the face thereof, in the distributions on the
Certificates pursuant to this Agreement.

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

         "Rated Entity" shall mean a Person the long-term unsecured debt
obligations of which are rated within the investment grade categories of any
Rating Agency.

         "Record Date" shall mean the last day of the month preceding such
Distribution Date.

         "Sale and Servicing Agreement" shall mean the Sale and Servicing
Agreement dated as of December 1, 2001, among the Trust, as issuer, the
Depositor, Salomon Brothers Realty Corp., as seller, The CIT Group/Sales
Financing, Inc., as servicer, custodian and an originator, The CIT
Group/Consumer Finance, Inc. (NY), as an originator, U.S. Bank National
Association, as Indenture Trustee, Citibank, N.A., as bond administrator, and
GMAC Mortgage Corporation, as back-up servicer, as the same may be amended or
supplemented from time to time.

         "Secretary of State" shall mean the Secretary of State of the State
of Delaware.

         "SPV" shall mean a Person that, based upon an Opinion of Counsel of
the Depositor (taking into account such counsel's knowledge of similarly
structured entities that have been included in rated securitizations and on
standards that have been accepted for evaluating such entities), is regarded
as "bankruptcy remote."

         "Treasury Regulations" shall mean regulations, including proposed or
temporary Regulations, promulgated under the Code. References herein to
specific provisions of proposed or temporary regulations shall include
analogous provisions of final Treasury Regulations or other successor Treasury
Regulations.

         "Trust" shall mean the trust established by this Agreement.

         "Trust Administration Agreement" shall mean the Owner Trust
Administration Agreement dated as of December 1, 2001, among the Trust,
Citibank, N.A., as Owner Trust Administrator and U.S. Bank National
Association, as Indenture Trustee.

         "Trust Certificate" shall mean a certificate evidencing the
beneficial interest of a Certificateholder in the Trust, substantially in the
form attached hereto as Exhibit A.

         "Trust Estate" shall mean all right, title and interest of the Trust
in and to the property and rights assigned to the Trust pursuant to Article II
of the Sale and Servicing Agreement, all funds on deposit from time to time in
the Trust Accounts and the Certificate Distribution Account, and all other
property of the Trust from time to time, including any rights of the Owner


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<PAGE>


Trustee and the Trust pursuant to the Sale and Servicing Agreement and the
Trust Administration Agreement.

         Section 1.02. Other Definitional Provisions.

               (a) Capitalized terms used and not otherwise defined herein
have the meanings assigned to them in the Sale and Servicing Agreement or, if
not defined therein, in the Indenture.

               (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; Section and
Exhibit references contained in this Agreement are references to Sections and
Exhibits in or to this Agreement unless otherwise specified; "or" includes
"and/or"; and the term "including" shall mean "including without limitation".

               (e) The definitions contained in this Agreement are applicable
to the singular and plural forms of such terms and to the masculine, 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.


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<PAGE>


                                  ARTICLE II

                                 ORGANIZATION

         Section 2.01. Name. The Trust created hereby shall be known as
"SSB RV Trust 2001-1," in which name the Owner Trustee may conduct the
business of the Trust, make and execute contracts and other instruments on
behalf of the Trust and sue and be sued.

         Section 2.02. Office. The office of the Trust shall be in care of
the Owner Trustee at the Corporate Trust Office or at such other address in
Delaware as the Owner Trustee may designate by written notice to the
Certificateholders and the Depositor.

         Section 2.03. Purposes and Powers. The purpose of the Trust is to
engage in the following activities:

               (a) to issue the Notes pursuant to the Indenture and the Trust
          Certificates pursuant to this Agreement and to sell the Notes and
          the Trust Certificates;

               (b) with the proceeds of the sale of the Notes and the Trust
          Certificates, to purchase the Initial Receivables, to fund the
          Reserve Account, to pay the organizational, start-up and
          transactional expenses of the Trust and to pay the balance of such
          proceeds to the Depositor pursuant to the Sale and Servicing
          Agreement;

               (c) to assign, grant, transfer, pledge, mortgage and convey the
          Trust Estate pursuant to the Indenture and to hold, manage and
          distribute to the Certificateholders pursuant to the terms of the
          Sale and Servicing Agreement any portion of the Trust Estate
          released from the Lien of, and remitted to the Trust pursuant to,
          the Indenture;

               (d) to enter into and perform its obligations under the Basic
          Documents to which it is to be a party;

               (e) to engage in those activities, including entering into
          agreements, that are necessary, suitable or convenient to accomplish
          the foregoing or are incidental thereto or connected therewith; and

               (f) subject to compliance with the Basic Documents, to engage
          in such other activities as may be required in connection with
          conservation of the Trust Estate and the making of distributions to
          the Certificateholders and the Noteholders.

The Trust is hereby authorized to engage in the foregoing activities. The
Trust shall not engage in any activity other than in connection with the
foregoing or other than as required or authorized by the terms of this
Agreement or the Basic Documents.

         Section 2.04. Appointment of Owner Trustee. The Depositor hereby
appoints the Owner Trustee as trustee of the Trust effective as of the date
hereof, to have all the rights, powers and duties set forth herein.


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<PAGE>


         Section 2.05. Initial Capital Contribution of Trust Estate. The
Depositor hereby sells, assigns, transfers, conveys and sets over to the Owner
Trustee, as of the date hereof, the sum of $1. The Owner Trustee hereby
acknowledges receipt in trust from the Depositor, as of the date hereof, of
the foregoing contribution, which shall constitute the initial Trust Estate
and shall be deposited in the Certificate Distribution Account. The Depositor
shall pay organizational expenses of the Trust as they may arise or shall,
upon the request of the Owner Trustee, promptly reimburse the Owner Trustee
for any such expenses paid by the Owner Trustee.

         Section 2.06. Declaration of Trust. The Owner Trustee hereby declares
that it will hold the Trust Estate in trust upon and subject to the conditions
set forth herein for the use and benefit of the Certificateholders, subject to
the obligations of the Trust under the Basic Documents. It is the intention of
the parties hereto that the Trust constitute a business trust under the
Business Trust Statute and that this Agreement constitute the governing
instrument of such business trust. It is the intention of the parties hereto
that the Notes will be characterized as indebtedness of the Trust, and that
the Certificate Trust, as the sole initial Certificateholder and owner of the
entire residual interest in the Trust, will treat the Trust as an agent of the
Certificate Trust and not as a separate tax entity for federal income tax and
state income and franchise tax purposes. If, however, the Certificates are
beneficially held by more than one person, the Trust will be treated as a tax
partnership. The parties agree that, unless otherwise required by appropriate
tax authorities, the Trust will file or cause to be filed annual or other
necessary returns, reports and other forms consistent with the foregoing
characterization of the Trust for such tax purposes. Effective as of the date
hereof, the Owner Trustee shall have all rights, powers and duties set forth
herein and in the Business Trust Statute with respect to accomplishing the
purposes of the Trust.

         Section 2.07. Liability of Owners. The Owners (including the
Depositor or any Affiliate thereof) shall be entitled to the same limitation
of personal liability extended to stockholders of private corporations for
profit organized under the general corporation law of the State of Delaware.

         Section 2.08. Title to Trust Property. Subject to the Indenture,
legal title to all the Trust Estate shall be vested at all times in the Trust
as a separate legal entity except where applicable law in any jurisdiction
requires title to any part of the Trust Estate to be vested in a trustee or
trustees, in which case title shall be deemed to be vested in the Owner
Trustee, a co-trustee or a separate trustee, as the case may be.

         Section 2.09. Situs of Trust. The Trust will be located and
administered in the State of Delaware. All bank accounts maintained by the
Owner Trustee on behalf of the Trust shall be located in the State of Delaware
or the State of New York. The Trust shall not have any employees; provided,
however, that nothing herein shall restrict or prohibit the Owner Trustee from
having employees within or without the State of Delaware. Payments will be
received by the Trust only in Delaware or New York, and payments will be made
by the Trust only from Delaware or New York. The only office of the Trust will
be at the Corporate Trust Office in the State of Delaware.

         Section 2.10. Representations, Warranties and Covenants of the
Depositor. The Depositor hereby represents and warrants to the Owner Trustee
that:


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<PAGE>


          (a) The Depositor is duly organized and validly existing as a
     corporation in good standing under the laws of the State of Delaware,
     with 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) 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 in which the ownership or lease of its
     property or the conduct of its business shall require such
     qualifications.

          (c) The Depositor has the power and authority to execute and deliver
     this Agreement and to carry out its terms; the Depositor has full power
     and authority to sell and assign the property to be sold and assigned to
     and deposited with the Trust and the Depositor has duly authorized such
     sale and assignment and deposit to the Trust by all necessary corporate
     action; and the execution, delivery and performance of this Agreement
     have been duly authorized by the Depositor by all necessary corporate
     action.

          (d) The Depositor has duly executed and delivered this Agreement,
     and this Agreement constitutes a legal, valid and binding obligation of
     the Depositor, enforceable against the Depositor, in accordance with its
     terms.

          (e) The consummation of the transactions contemplated by this
     Agreement and the fulfillment of the terms hereof do 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) a default under, the
     certificate of incorporation or bylaws of the Depositor, or any
     indenture, agreement or other instrument to which the Depositor is a
     party or by which it is bound; nor result in the creation or imposition
     of any Lien upon any of its properties pursuant to the terms of any such
     indenture, agreement or other instrument (other than pursuant to the
     Basic Documents); nor violate any law or, to the best of the Depositor's
     knowledge, any order, rule or regulation applicable to the Depositor of
     any court or of any federal or state regulatory body, administrative
     agency or other governmental instrumentality having jurisdiction over the
     Depositor or its properties.

          (f) There are no proceedings or investigations pending or threatened
     before any court, regulatory body, administrative agency or other
     governmental instrumentality having jurisdiction over the Depositor or
     its properties (i) asserting the invalidity of this Agreement, (ii)
     seeking to prevent the consummation of any of the transactions
     contemplated by this Agreement or (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.

          (g) The representations and warranties of the Depositor in Section
     3.04 of the Sale and Servicing Agreement are true and correct.

         Section 2.11. Federal Income Tax Allocations. Net income of the Trust
for any month as determined for federal income tax purposes (and each item of
income, gain, loss and deduction entering into the computation thereof) shall
be allocated among the Certificateholders as of the


                                      12


<PAGE>


first day following the Record Date, in proportion to their percentage
ownership interest of Trust Certificates on the Record Date.

         Net losses of the Trust, if any, for any month as determined for
federal income tax purposes (and each item of income, gain, loss and deduction
entering into the computation thereof) shall be allocated among the
Certificateholders as of the first Record Date following the end of such month
in proportion to their percentage ownership interest of Trust Certificates on
such Record Date. The Issuer is authorized to modify the allocations in this
paragraph if necessary or appropriate, in its sole discretion, for the
allocations to fairly reflect the economic income, gain or loss to the
Certificateholders, or as otherwise required by the Code.


                                      13


<PAGE>


                                 ARTICLE III

                 TRUST CERTIFICATES AND TRANSFER OF INTERESTS

         Section 3.01. Initial Ownership. Upon the formation of the Trust by
the contribution by the Depositor pursuant to Section 2.05 and until the
issuance of the Trust Certificates, the Depositor shall be the sole
beneficiary of the Trust.

         Section 3.02. The Trust Certificates. The Certificates shall be
issued in minimum denominations of a one percent (1%) Percentage Interest in
the Trust. The Trust Certificates shall be executed on behalf of the Trust by
manual or facsimile signature of an authorized officer of the Owner Trustee.
Trust Certificates bearing the manual or facsimile signatures of individuals
who were, at the time when such signatures shall have been affixed, authorized
to sign on behalf of the Trust, shall be validly issued and entitled to the
benefit of this Agreement and shall be valid and binding obligations of the
Trust, notwithstanding that such individuals or any of them shall have ceased
to be so authorized prior to the authentication and delivery of such Trust
Certificates or did not hold such offices at the date of authentication and
delivery of such Trust Certificates.

         A transferee of a Trust Certificate, if any, shall become a
Certificateholder and shall be entitled to the rights and subject to the
obligations of a Certificateholder hereunder upon such transferee's acceptance
of a Trust Certificate duly registered in such transferee's name pursuant to
Section 3.04.

         Section 3.03. Execution, Authentication and Delivery of Trust
Certificates. On the Closing Date, the Owner Trustee shall cause the Trust
Certificates in an aggregate Percentage Interest equal to 100% to be executed
on behalf of the Trust, authenticated and delivered to or upon the written
order of the Depositor, signed by the Trustee on behalf of the Trust, without
further action thereof, in authorized denominations. No Trust Certificate
shall entitle its Holder to any benefit under this Agreement or be valid for
any purpose unless there shall appear on such Trust Certificate a certificate
of authentication substantially in the form set forth in Exhibit A, executed
by the Owner Trustee or Citibank, N.A., as the Owner Trustee's authenticating
agent, by manual signature; such authentication shall constitute conclusive
evidence that such Trust Certificate shall have been duly authenticated and
delivered hereunder. All Trust Certificates shall be dated the date of their
authentication.

         Section 3.04. Registration of Transfer and Exchange of Trust
Certificates. The Certificate Registrar shall keep or cause to be kept, at the
office or agency maintained pursuant to Section 3.08, a Certificate Register
in which, subject to such reasonable regulations as it may prescribe, the
Owner Trustee shall provide for the registration of Trust Certificates and of
transfers and exchanges of Trust Certificates as herein provided. Citibank,
N.A. shall be the initial Certificate Registrar.

         The Trust Certificates have not been and will not be registered under
the Securities Act and will not be listed on any exchange. No transfer of a
Trust Certificate shall be made unless such transfer is made pursuant to an
effective registration statement under the Securities Act and any applicable
state securities laws or is exempt from the registration requirements under
said


                                      14


<PAGE>


Act and such state securities laws. In the event that a transfer is to be
made in reliance upon an exemption from the Securities Act and state
securities laws, in order to assure compliance with the Securities Act and
such laws, the Holder desiring to effect such transfer and such Holder's
prospective transferee shall each certify to the Owner Trustee or the
Certificate Registrar and the Depositor in writing the facts surrounding the
transfer in substantially the forms set forth in Exhibit C and Exhibit D (the
"Investment Letter"). Except in the case of a transfer as to which the
proposed transferee has provided an Investment Letter with respect to a Rule
144A transaction, there shall also be delivered to the Owner Trustee an
Opinion of Counsel that such transfer may be made pursuant to an exemption
from the Securities Act and state securities laws, which Opinion of Counsel
shall not be an expense of the Trust, the Owner Trustee or the Indenture
Trustee (unless it is the transferee from whom such opinion is to be obtained)
or of the Depositor or the Seller; provided, that such Opinion of Counsel in
respect of the applicable state securities laws may be a memorandum of law
rather than an opinion if such counsel is not licensed in the applicable
jurisdiction. The Owner Trustee shall provide to any Holder of a Trust
Certificate and any prospective transferee designated by any such Holder
information regarding the Trust Certificates and the Receivables and such
other information as shall be necessary to satisfy the condition to
eligibility set forth in Rule 144A(d)(4) for transfer of any such Trust
Certificate without registration thereof under the Securities Act pursuant to
the registration exemption provided by Rule 144A. Each Holder of a Trust
Certificate desiring to effect such a transfer shall, and does hereby agree
to, indemnify the Trust, the Owner Trustee, the Indenture Trustee and the
Depositor against any liability that may result if the transfer is not so
exempt or is not made in accordance with federal and state securities laws.

         No transfer of a Trust Certificate shall be made to any Person unless
the Owner Trustee has received (a) a certificate in the form of paragraph 3 to
the Investment Letter attached hereto as Exhibit D from such Person to the
effect that such Person is not a Benefit Plan, or (b) an Opinion of Counsel
satisfactory to the Owner Trustee and the Depositor to the effect that the
purchase and holding of such Trust Certificate will not constitute or result
in the assets of the Trust being deemed to be "plan assets" subject to the
prohibited transactions provisions of ERISA or Section 4975 of the Code and
will not subject the Owner Trustee, the Indenture Trustee or the Depositor to
any obligation in addition to those undertaken in the Basic Documents;
provided, however, that the Owner Trustee will not require such certificate or
opinion in the event that, as a result of a change of law or otherwise,
counsel satisfactory to the Owner Trustee has rendered an Opinion of Counsel
to the effect that the purchase and holding of a Trust Certificate by a
Benefit Plan or a Person that is purchasing or holding such a Trust
Certificate with the assets of a Benefit Plan will not constitute or result in
a prohibited transaction under ERISA or Section 4975 of the Code.

         No transfer, pledge or encumbrance of Trust Certificates shall be
made to any Person unless such Person is a Rated Entity, an SPV or a business
trust established under the Business Trust Statute 12 Del. C. ss. 3801 et seq.
or Salomon Smith Barney Inc. or an Affiliate thereof. In addition, no transfer
of Trust Certificates shall be made to any Person unless the Owner Trustee has
received an Opinion of Counsel satisfactory to the Owner Trustee and the
Depositor to the effect that such transfer will not cause the Trust to be
treated as an association or publicly traded partnership taxable as a
corporation for federal income tax purposes and that such transfer will not
result in any materially adverse federal income tax consequences to the
Noteholders.


                                      15


<PAGE>


         Upon surrender for registration of transfer of any Trust Certificate
at the office or agency maintained pursuant to Section 3.08, the Owner Trustee
shall execute, authenticate and deliver (or shall cause Citibank, N.A. as its
authenticating agent to authenticate and deliver), in the name of the
designated transferee or transferees, one or more new Trust Certificates in
authorized denominations of a like aggregate amount dated the date of
authentication by the Owner Trustee or any authenticating agent. At the option
of a Certificateholder, Trust Certificates may be exchanged for other Trust
Certificates of authorized denominations of a like aggregate amount upon
surrender of the Trust Certificates to be exchanged at the office or agency
maintained pursuant to Section 3.08.

         Every Trust Certificate presented or surrendered for registration of
transfer or exchange shall be accompanied by a written instrument of transfer
in form satisfactory to the Owner Trustee and the Certificate Registrar duly
executed by the related Certificateholder or such Certificateholder's attorney
duly authorized in writing. Each Trust Certificate surrendered for
registration of transfer or exchange shall be cancelled and subsequently
disposed of by the Owner Trustee in accordance with its customary practice.

         No service charge shall be made for any registration of transfer or
exchange of Trust Certificates, but the Owner Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any transfer or
exchange of Trust Certificates.

         The preceding provisions of this Section notwithstanding, the Owner
Trustee shall not make, and the Certificate Registrar shall not register
transfers or exchanges of, Trust Certificates for a period of 15 days
preceding the due date for any payment with respect to the Trust Certificates.

         Notwithstanding anything contained herein to the contrary, the Owner
Trustee shall not be responsible for ascertaining whether any transfer
complies with the registration provisions or exemptions from the Securities
Act, the Securities Act of 1934, as amended, applicable state securities law
or the Investment Company Act of 1940, as amended; provided, however, that if
a certificate or opinion is specifically required to be delivered to the Owner
Trustee by a purchaser or transferee of a Trust Certificate, the Owner Trustee
shall be under a duty to examine the same to determine whether it conforms to
the requirements of this Trust Agreement and shall promptly notify the party
delivering the same if such certificate or opinion does not so conform.

         Section 3.05. Mutilated, Destroyed, Lost or Stolen Trust
Certificates. If (a) any mutilated Trust Certificate shall be surrendered to
the Certificate Registrar, or if the Certificate Registrar shall receive
evidence to its satisfaction of the destruction, loss or theft of any Trust
Certificate and (b) there shall be delivered to the Certificate Registrar and
the Owner Trustee such security or indemnity as may be required by them to
save each of them harmless, then in the absence of notice that such Trust
Certificate has been acquired by a bona fide purchaser, the Owner Trustee on
behalf of the Trust shall execute and the Owner Trustee or Citibank, N.A., as
the Owner Trustee's authenticating agent, shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust
Certificate, a new Trust Certificate of like tenor and denomination. In
connection with the issuance of any new Trust Certificate under this Section,
the Owner Trustee or the Certificate Registrar may require the payment of a
sum


                                      16


<PAGE>


sufficient to cover any tax or other governmental charge that may be
imposed in connection therewith. Any duplicate Trust Certificate issued
pursuant to this Section shall constitute conclusive evidence of ownership in
the Trust, as if originally issued, whether or not the lost, stolen or
destroyed Trust Certificate shall be found at any time.

         Section 3.06. Persons Deemed Owners. Prior to due presentation of a
Trust Certificate for registration of transfer, the Owner Trustee, the
Certificate Registrar or any Paying Agent may treat the Person in whose name
any Trust Certificate is registered in the Certificate Register as the owner
of such Trust Certificate for the purpose of receiving distributions pursuant
to Section 5.02 and for all other purposes whatsoever, and none of the Owner
Trustee, the Certificate Registrar or any Paying Agent shall be bound by any
notice to the contrary.

         Section 3.07. Access to List of Certificateholders' Names and
Addresses. The Owner Trustee shall furnish or cause to be furnished to the
Servicer, the Paying Agent and the Depositor, within 15 days after receipt by
the Owner Trustee of a written request therefor from the Servicer or the
Depositor, a list, in such form as the Servicer, the Paying Agent, or the
Depositor may reasonably require, of the names and addresses of the
Certificateholders as of the most recent Record Date. If (i) three or more
Certificateholders or (ii) one or more Holders of Trust Certificates
evidencing not less than 25% of the Certificate Balance apply in writing to
the Owner Trustee, and such application states that the applicants desire to
communicate with other Certificateholders with respect to their rights under
this Agreement or under the Trust Certificates and such application is
accompanied by a copy of the communication that such applicants propose to
transmit, then the Owner Trustee shall, within five Business Days after the
receipt of such application, afford such applicants access during normal
business hours to the current list of Certificateholders. Each
Certificateholder, by receiving and holding a Trust Certificate, shall be
deemed to have agreed not to hold any of the Depositor, the Certificate
Registrar or the Owner Trustee accountable by reason of the disclosure of its
name and address, regardless of the source from which such information was
derived.

         Section 3.08. Maintenance of Office or Agency. The Owner Trustee
shall designate in the Borough of Manhattan, the City of New York, an office
or offices or agency or agencies where Trust Certificates may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Owner Trustee in respect of the Trust Certificates and the Basic
Documents may be served. The Owner Trustee initially designates Citibank, N.A.
as its office for such purposes. The Owner Trustee shall give prompt written
notice to the Depositor and the Certificateholders of any change in the
location of the Certificate Register or any such office or agency.

         Section 3.09. Appointment of Paying Agent. The Paying Agent shall
make distributions to Certificateholders from the Certificate Distribution
Account pursuant to Section 5.02 and shall report the amounts of such
distributions to the Owner Trustee. Any Paying Agent shall have the revocable
power to withdraw funds from the Certificate Distribution Account for the
purpose of making the distributions referred to above. The Owner Trustee may
revoke such power and remove the Paying Agent if the Owner Trustee determines
in its sole discretion that the Paying Agent shall have failed to perform its
obligations under this Agreement in any material respect. The Paying Agent
initially shall be Citibank, N.A., and any co-paying agent chosen by
Wilmington Trust Company. Citibank, N.A. shall be permitted to resign as
Paying


                                      17


<PAGE>


Agent upon 30 days' written notice to the Owner Trustee. In the event
that Citibank, N.A. shall no longer be the Paying Agent, the Owner Trustee
shall appoint a successor to act as Paying Agent (which shall be a bank or
trust company). The Owner Trustee shall cause such successor Paying Agent or
any additional Paying Agent appointed by the Owner Trustee to execute and
deliver to the Owner Trustee an instrument in which such successor Paying
Agent or additional Paying Agent shall agree with the Owner Trustee that, as
Paying Agent, such successor Paying Agent or additional Paying Agent will hold
all sums, if any, held by it for payment to the Certificateholders in trust
for the benefit of the Certificateholders entitled thereto until such sums
shall be paid to such Certificateholders. The Paying Agent shall return all
unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such
Paying Agent shall also return all funds in its possession to the Owner
Trustee. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to
the Owner Trustee also in its role as Paying Agent, for so long as the Owner
Trustee shall act as Paying Agent and, to the extent applicable, to any other
paying agent appointed hereunder. Any reference in this Agreement to the
Paying Agent shall include any co-paying agent unless the context requires
otherwise.

         Section 3.10. Definitive Trust Certificates. The Trust Certificates,
upon original issuance, will be issued in the form of a typewritten Trust
Certificate or Trust Certificates to be delivered to the related
Certificateholders by, or on behalf of, the Trust. Such Trust Certificate or
Trust Certificates shall be registered on the Certificate Register in the name
of the holder thereof. The Trust Certificates shall be printed, lithographed
or engraved or may be produced in any other manner as is reasonably acceptable
to the Owner Trustee, as evidenced by its execution thereof.


                                      18


<PAGE>


                                  ARTICLE IV

                           ACTIONS BY OWNER TRUSTEE

         Section 4.01. Prior Notice with Respect to Certain Matters. With
respect to the following matters, the Owner Trustee shall not take action
unless at least 30 days before the taking of such action, the Owner Trustee
shall have notified the Certificateholders in writing of the proposed action
and the Certificateholders shall have notified the Owner Trustee in writing
prior to the 30th day after such notice is given that such Certificateholders
have withheld consent or provided alternative direction:

          (a) the initiation of any claim or lawsuit by the Trust (except
     claims or lawsuits brought in connection with the collection of the
     Receivables) and the compromise of any action, claim or lawsuit brought
     by or against the Trust (except with respect to the aforementioned claims
     or lawsuits for collection of the Receivables);

          (b) the election by the Trust to file an amendment to the
     Certificate of Trust (unless such amendment is required to be filed under
     the Business Trust Statute);

          (c) the amendment of the Indenture by a supplemental indenture or
     any other change to this Agreement or any Basic Document in circumstances
     where the consent of any Noteholder is required;

          (d) the amendment of the Indenture by a supplemental indenture or
     any other change to this Agreement or any Basic Document in circumstances
     where the consent of any Noteholder or is not required and such amendment
     would materially adversely affect the interests of the
     Certificateholders;

          (e) the amendment, change or modification of the Trust
     Administration Agreement, except to cure any ambiguity or to amend or
     supplement any provision in a manner or add any provision that would not
     materially adversely affect the interests of the Certificateholders;

          (f) the appointment pursuant to the Indenture of a successor Note
     Registrar, Paying Agent or Indenture Trustee or pursuant to this
     Agreement of a successor Certificate Registrar, or the consent to the
     assignment by the Note Registrar, Paying Agent or Indenture Trustee or
     Certificate Registrar of its obligations under the Indenture or this
     Agreement, as applicable;

          (g) the consent to the calling or waiver of any default of any Basic
     Document;

          (h) the consent to the assignment by the Indenture Trustee or
     Servicer of their respective obligations under any Basic Document, unless
     permitted in the Basic Documents;

          (i) except as provided in Article IX hereof, dissolve, terminate or
     liquidate the Trust in whole or in part;


                                      19


<PAGE>


          (j) merge or consolidate the Trust with or into any other entity, or
     convey or transfer all or substantially all of the Trust's assets to any
     other entity;

          (k) cause the Trust to incur, assume or guaranty any indebtedness
     other than as set forth in this Agreement or the Basic Documents;

          (l) do any act that conflicts with any other Basic Document;

          (m) do any act which would make it impossible to carry on the
     ordinary business of the Trust as described in Section 2.03 hereof;

          (n) confess a judgment against the Trust;

          (o) possess Trust assets, or assign the Trust's right to property,
     for other than a Trust purpose;

          (p) cause the Trust to lend any funds to any entity, unless
     permitted in the Basic Documents; or

          (q) change the Trust's purpose and powers from those set forth in
     this Trust Agreement.

         In addition, the Trust shall not commingle its assets with those of
any other entity. The Trust shall maintain its financial and accounting books
and records separate from those of any other entity. Except as expressly set
forth herein, the trust shall not pay the indebtedness, operating expenses and
liabilities of any other entity. The Trust shall maintain appropriate minutes
or other records of all appropriate actions and shall maintain its office
separate from the offices of the Depositor and the Servicer.

         The Owner Trustee shall not have the power, except upon the direction
of the Certificateholders, and to the extent otherwise consistent with the
Basic Documents, to (i) remove or replace the Servicer or the Indenture
Trustee, (ii) institute proceedings to have the Trust declared or adjudicated
a bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or
insolvency proceedings against the Trust, (iv) file a petition or consent to a
petition seeking reorganization or relief on behalf of the Trust under any
applicable federal or state law relating to bankruptcy, (v) consent to the
appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any
similar official) of the Trust or a substantial portion of the property of the
Trust, (vi) make any assignment for the benefit of the Trust's creditors,
(vii) cause the Trust to admit in writing its inability to pay its debts
generally as they become due, (viii) take any action, or cause the Trust to
take any action, in furtherance of any of the foregoing (any of the above, a
"Bankruptcy Action"). So long as the Indenture remains in effect, no
Certificateholder shall have the power to take, and shall not take, any
Bankruptcy Action with respect to the Trust or direct the Owner Trust to take
any Bankruptcy Action with respect to the Trust.

         Section 4.02. Action by Certificateholders with Respect to Certain
Matters. The Owner Trustee shall not have the power, except upon the written
direction of the Certificateholders, to (a) remove the Trust Administrator
under the Trust Administration Agreement pursuant to


                                      20


<PAGE>


Section 8 thereof, (b) appoint a successor Trust Administrator pursuant
to Section 8 of the Trust Administration Agreement, (c) remove the
Servicer under the Sale and Servicing Agreement pursuant to Section 9.06
thereof, (d) amend the Sale and Servicing Agreement pursuant to Section 12.01
of such document, or (e) except as expressly provided in the Basic Documents,
sell the Receivables after the termination of the Indenture. The Owner Trustee
shall take the actions referred to in the preceding sentence only upon written
instructions signed by the Certificateholders.

         Section 4.03. Action by Certificateholders with Respect to
Bankruptcy. The Owner Trustee shall not have the power to commence a voluntary
proceeding in bankruptcy relating to the Trust without the unanimous prior
approval of all Certificateholders and the delivery to the Owner Trustee by
each such Certificateholder of a certification certifying that such
Certificateholder reasonably believes that the Trust is insolvent.

         Section 4.04. Restrictions on Certificateholders' Power. The
Certificateholders shall not direct the Owner Trustee to take or to refrain
from taking any action if such action or inaction would be contrary to any
obligation of the Trust or the Owner Trustee under this Agreement or any of
the Basic Documents or would be contrary to Section 2.03; nor shall the Owner
Trustee be obligated to follow any such direction, if given.

         Section 4.05. Majority Control. Except as expressly provided herein,
any action that may be taken by the Certificateholders under this Agreement
may be taken by the Holders of Trust Certificates evidencing not less than a
majority of the Certificate Balance. Except as expressly provided herein, any
written notice of the Certificateholders delivered pursuant to this Agreement
shall be effective if signed by Holders of Trust Certificates evidencing not
less than a majority of the Certificate Balance at the time of the delivery of
such notice.


                                      21



<PAGE>


                                  ARTICLE V

                  APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

         Section 5.01. Establishment of Trust Account. The Owner Trustee, for
the benefit of the Certificateholders, shall cause the Paying Agent to
establish and maintain in the name of the Trust an Eligible Deposit Account
(the "Certificate Distribution Account"), bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Certificateholders. The title of the Certificate Distribution Account shall be
"SSB RV Trust 2001-1: Certificate Distribution Account for the benefit of the
Certificateholders."

         The Owner Trustee shall possess all right, title and interest in all
funds on deposit from time to time in the Certificate Distribution Account and
in all proceeds thereof. Except as otherwise expressly provided herein, the
Certificate Distribution Account shall be under the sole dominion and control
of the Owner Trustee for the benefit of the Certificateholders. If, at any
time, the Certificate Distribution Account ceases to be an Eligible Deposit
Account, the Owner Trustee (or the Depositor on behalf of the Owner Trustee,
if the Certificate Distribution Account is not then held by the Owner Trustee
or an affiliate thereof) 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 Certificate Distribution Account as an Eligible Deposit
Account and shall transfer any cash or any investments to such new Certificate
Distribution Account.

         Section 5.02. Application of Trust Funds.

               (a) On each Distribution Date, the Owner Trustee shall cause
the Paying Agent to distribute to Certificateholders, on a pro rata basis,
amounts deposited in the Certificate Distribution Account pursuant to Section
5.06 of the Sale and Servicing Agreement with respect to such Distribution
Date.

               (b) On each Distribution Date, the Owner Trustee shall send to
each Certificateholder the statement or statements provided to the Owner
Trustee by the Servicer pursuant to Section 5.08 of the Sale and Servicing
Agreement with respect to such Distribution Date.

               (c) In the event that any withholding tax is imposed on the
Trust's payment (or allocations of income) to a Certificateholder, such tax
shall reduce the amount otherwise distributable to such Certificateholder in
accordance with this Section. The Owner Trustee and the Paying Agent are
hereby authorized and directed to retain from amounts otherwise distributable
to the Certificateholders sufficient funds for the payment of any tax that is
legally owed by the Trust (but such authorization shall not prevent the Owner
Trustee from contesting any such tax in appropriate proceedings and
withholding payment of such tax, if permitted by law, pending the outcome of
such proceedings). The amount of any withholding tax imposed with respect to a
Certificateholder shall be treated as cash distributed to such
Certificateholder at the time it is withheld by the Trust and remitted to the
appropriate taxing authority. If there is a possibility that withholding tax
is payable with respect to a distribution (such as a distribution to a
non-U.S. Certificateholder), the Owner Trustee or the Paying Agent may in its
sole discretion withhold such amounts in accordance with this paragraph (c).


                                      22


<PAGE>


         Any Holder of a Trust Certificate which is organized under the laws
of a jurisdiction outside the United States shall, on or prior to the date
such Holder becomes a Holder, (a) so notify the Owner Trustee and the Paying
Agent, (b) (i) provide the Owner Trustee and the Paying Agent with Internal
Revenue Service Form W-8BEN, W-8ECI or other similar forms, as appropriate, or
(ii) notify the Owner Trustee and the Paying Agent that it is not entitled to
an exemption from United States withholding tax or a reduction in the rate
thereof on payments of interest. Any such Holder agrees by its acceptance of a
Trust Certificate, on an ongoing basis, to provide like certification for each
taxable year and to notify the Owner Trustee and the Paying Agent should
subsequent circumstances arise affecting the information provided the Owner
Trustee in clauses (a) and (b) above. The Owner Trustee and the Paying Agent
shall be fully protected in relying upon, and each Holder by its acceptance of
a Trust Certificate hereunder agrees to indemnify and hold the Owner Trustee
and the Paying Agent harmless against all claims or liability of any kind
arising in connection with or related to the Owner Trustee's and the Paying
Agent's reliance upon any documents, forms or information provided by any
Holder to the Owner Trustee.

         Section 5.03. Method of Payment. Subject to Section 9.01(c),
distributions required to be made to Certificateholders on any Distribution
Date shall be made to each Certificateholder of record on the preceding Record
Date either by wire transfer, in immediately available funds, to the account
of such Certificateholder at a bank or other entity having appropriate
facilities therefor, if such Certificateholder shall have provided to the
Certificate Registrar appropriate written instructions at least five Business
Days prior to such Distribution Date and such Holder's Trust Certificates in
the aggregate evidence a denomination of not less than a thirty percent (30%)
Percentage Interest, or, if not, by check mailed to such Certificateholder at
the address of such Certificateholder appearing in the Certificate Register.

         Section 5.04. No Segregation of Moneys; No Interest. Subject to
Sections 5.01 and 5.02, moneys received by the Owner Trustee hereunder need
not be segregated in any manner except to the extent required by law or the
Sale and Servicing Agreement, and may be deposited under such general
conditions as may be prescribed by law, and the Owner Trustee shall not be
liable for any interest thereon.

         Section 5.05. Accounting and Reports to Certificateholders, the
Internal Revenue Service and Others. The Owner Trustee shall (a) maintain (or
cause to be maintained) the books of the Trust on a calendar year basis and
the accrual method of accounting, (b) deliver (or cause to delivered) to each
Certificateholder, as may be required by the Code and applicable Treasury
Regulations, such information as may be required (including Schedule K-1) to
enable each Certificateholder to prepare its federal and state income tax
returns, (c) file (or cause to be filed) such tax returns relating to the
Trust (including a partnership information return, IRS Form 1065) and make
such elections as from time to time may be required or appropriate under any
applicable state or federal statute or any rule or regulation thereunder so as
to maintain the Trust's characterization as a partnership for federal income
tax purposes, (d) cause such tax returns to be signed in the manner required
by law and (e) collect or cause to be collected any withholding tax as
described in and in accordance with Section 5.02(c) with respect to income or
distributions to Certificateholders. The Owner Trustee shall elect under
Section 1278 of the Code to include in income currently any market discount
that accrues with respect to the


                                      23



<PAGE>


Receivables. The Owner Trustee shall not make the election provided under
Section 754 of the Code.

         Section 5.06. Signature on Returns; Tax Matters Partner.

              (a) The Owner Trustee shall sign on behalf of the Trust the
tax returns of the Trust, if any, unless applicable law requires a
Certificateholder to sign such documents.

              (b) The Depositor shall be designated the initial "tax matters
partner" of the Trust pursuant to Section 6231(a)(7)(A) of the Code and
applicable Treasury Regulations.


                                      24



<PAGE>


                                  ARTICLE VI

                     AUTHORITY AND DUTIES OF OWNER TRUSTEE

         Section 6.01. General Authority. The Owner Trustee is authorized and
directed to execute and deliver the Basic Documents to which the Trust is to
be a party and each certificate or other document attached as an exhibit to or
contemplated by the Basic Documents to which the Trust is to be a party, in
each case, in such form as the Depositor shall approve, as evidenced
conclusively by the Owner Trustee's execution thereof. In addition to the
foregoing, the Owner Trustee is authorized, but shall not be obligated, to
take all actions required of the Trust pursuant to the Basic Documents: The
Owner Trustee is further authorized from time to time to take such action as
the Trust Administrator recommends with respect to the Basic Documents.

         Section 6.02. General Duties. It shall be the duty of the Owner
Trustee to discharge (or cause to be discharged) all of its responsibilities
pursuant to the terms of this Agreement and the Basic Agreements to which the
Trust is a party and to administer the Trust in the interest of the
Certificateholders, subject to the Basic Documents and in accordance with the
provisions of this Agreement. Notwithstanding the foregoing, the Owner Trustee
shall be deemed to have discharged its duties and responsibilities hereunder
and under the Basic Documents to the extent the Trust Administrator has agreed
in the Trust Administration Agreement to perform any act or to discharge any
duty of the Owner Trustee hereunder or under any Basic Document, and the Owner
Trustee shall not be held liable for the default or failure of the Trust
Administrator to carry out its obligations under the Trust Administration
Agreement.

         Section 6.03. Action upon Instruction.

               (a) Subject to Article IV and in accordance with the terms of
the Basic Documents, the Certificateholders may by written instruction direct
the Owner Trustee in the management of the Trust. Such direction may be
exercised at any time by written instruction of the Certificateholders
pursuant to Article IV.

               (b) The Owner Trustee shall not be required to take any action
hereunder or under any Basic Document if the Owner Trustee shall have
reasonably determined, or shall have been advised by counsel, that such action
is likely to result in liability on the part of the Owner Trustee or is
contrary to the terms hereof or of any Basic Document or is otherwise contrary
to law.

               (c) Whenever the Owner Trustee is unable to decide between
alternative courses of action permitted or required by the terms of this
Agreement or under any Basic Document, the Owner Trustee shall promptly give
notice (in such form as shall be appropriate under the circumstances) to the
Certificateholders requesting instruction as to the course of action to be
adopted, and to the extent the Owner Trustee acts in good faith in accordance
with any written instruction of the Certificateholders received, the Owner
Trustee shall not be liable on account of such action to any Person. If the
Owner Trustee shall not have received appropriate instruction within 10 days
of such notice (or within such shorter period of time as reasonably may be
specified in such notice or may be necessary under the circumstances) it may,
but shall be under no duty to, take or refrain from taking such action not
inconsistent with this


                                      25


<PAGE>


Agreement or the Basic Documents, as it shall deem to be in the best interests
of the Certificateholders, and shall have no liability to any Person for
such action or inaction.

               (d) In the event that the Owner Trustee is unsure as to the
application of any provision of this Agreement or any Basic Document or any
such provision is ambiguous as to its application, or is, or appears to be, in
conflict with any other applicable provision, or in the event that this
Agreement permits any determination by the Owner Trustee or is silent or is
incomplete as to the course of action that the Owner Trustee is required to
take with respect to a particular set of facts, the Owner Trustee may give
notice (in such form as shall be appropriate under the circumstances) to the
Certificateholders requesting instruction and, to the extent that the Owner
Trustee acts or refrains from acting in good faith in accordance with any such
instruction received, the Owner Trustee shall not be liable, on account of
such action or inaction, to any Person. If the Owner Trustee shall not have
received appropriate instruction within 10 days of such notice (or within such
shorter period of time as reasonably may be specified in such notice or may be
necessary under the circumstances) it may, but shall be under no duty to, take
or refrain from taking such action not inconsistent with this Agreement or the
Basic Documents, as it shall deem to be in the best interests of the
Certificateholders, and shall have no liability to any Person for such action
or inaction.

         Section 6.04. No Duties Except as Specified in this Agreement or in
Instructions. The Owner Trustee shall not have any duty or obligation to
manage, make any payment with respect to, register, record, sell, dispose of,
or otherwise deal with the Trust Estate, or to otherwise take or refrain from
taking any action under, or in connection with, any document contemplated
hereby to which the Owner Trustee is a party, except as expressly provided by
the terms of this Agreement or in any document or written instruction received
by the Owner Trustee pursuant to Section 6.03; and no implied duties or
obligations shall be read into this Agreement or any Basic Document against
the Owner Trustee. The Owner Trustee shall have no responsibility for filing
any financing or continuation statement in any public office at any time or to
otherwise perfect or maintain the perfection of any security interest or Lien
granted to it hereunder or to prepare or file any Securities and Exchange
Commission filing for the Trust or to record this Agreement or any Basic
Document. The Owner Trustee nevertheless agrees that it will, at its own cost
and expense, promptly take all action as may be necessary to discharge any
Liens on any part of the Trust Estate that result from actions by, or claims
against, the Owner Trustee in its individual capacity that are not related to
the ownership or the administration of the Trust Estate.

         Section 6.05. No Action Except Under Specified Documents or
Instructions. The Owner Trustee shall not manage, control, use, sell, dispose
of or otherwise deal with any part of the Trust Estate except (i) in
accordance with the powers granted to and the authority conferred upon the
Owner Trustee pursuant to this Agreement, (ii) in accordance with the Basic
Documents and (iii) in accordance with any document or instruction delivered
to the Owner Trustee pursuant to Section 6.03.

         Section 6.06. Restrictions. The Owner Trustee shall not take any
action (a) that is inconsistent with the purposes of the Trust set forth in
Section 2.03 or (b) that, to the actual knowledge of the Owner Trustee, would
result in the Trust's becoming taxable as a corporation


                                      26
<PAGE>


for federal income tax purposes. The Certificateholders shall not direct
the Owner Trustee to take action that would violate the provisions of
this Section.

         Section 6.07. Administrative Duties.

         (a) The Owner Trustee shall prepare or shall cause the preparation by
other appropriate Persons of all such documents, reports, filings,
instruments, certificates and opinions as it shall be the duty of the Trust to
prepare, file or deliver pursuant to the Indenture and are not the
responsibility of the Trustee, the Depositor, the Trust Administrator or the
Servicer. In furtherance of the foregoing, the Owner Trustee shall prepare or
cause the preparation by others of all such documents, reports, filings,
instruments, certificates and opinions as it shall be the duty of the Trust to
prepare, file or deliver pursuant to the Indenture with respect to the
following matters under the Indenture (parenthetical section references are to
sections of the Indenture):

          (i) the delivery for cancellation of any Note delivered to the
     Issuer for cancellation, and the direction to destroy or return such Note
     (Section 2.09);

          (ii) the obtaining and preservation of the Issuer's qualification to
     do business in each jurisdiction in which such qualification is or shall
     be necessary to protect the validity and enforceability of the Indenture,
     the Notes, the Collateral and each other instrument and agreement
     included in the Trust Estate (Section 3.04);

          (iii) the preparation of all supplements and amendments to the
     Indenture, instruments of further assurance and other instruments and the
     taking of such other action as is necessary or advisable to protect the
     Trust Estate (other than the preparation and filing of any financing
     statements and continuation statements, which shall be an obligation of
     the Servicer under the Sale and Servicing Agreement (Section 3.05);

          (iv) the delivery of the Opinion of Counsel on the Closing Date and
     the annual delivery of Opinions of Counsel as to the Trust Estate, and
     the annual delivery of the Officer's Certificate and certain other
     statements as to compliance with the Indenture (Sections 3.06 and 3.09);

          (v) the notification of a Servicer Termination Event under the Sale
     and Servicing Agreement and, if such Servicer Termination Event arises
     from the failure of the Servicer to perform any of its duties under the
     Sale and Servicing Agreement with respect to the Receivables, the taking
     of all reasonable steps available to remedy such failure (Section
     3.07(d));

          (vi) the notification to the Indenture Trustee of (a) the
     termination of the Servicer and (b) the appointment of a Successor
     Servicer (Section 3.07(f));

          (vii) the preparation and obtaining of documents and instruments
     required for the release of the Issuer from its obligations under the
     Indenture (Section 3.10(b));

          (viii) the duty to take any action as instructed by the Controlling
     Party to cause the Servicer to comply with Sections 4.05, 9.06, 10.02 and
     10.03 of the Sale and Servicing Agreement (Section 3.14);


                                      27
<PAGE>


          (ix) the delivery of written notice to the Indenture Trustee and the
     Rating Agencies of each Event of Default under the Indenture and each
     default by the Servicer or the Seller under the Sale and Servicing
     Agreement and by the Seller under the Receivables Purchase Agreement
     (Section 3.19);

          (x) the notification to the Owner Trustee and request of the Owner
     Trustee to execute any further instruments and perform any acts
     reasonably necessary to carry out more effectively the purpose of the
     Indenture (Section 3.20);

          (xi) the monitoring of the Issuer's obligations as to the
     satisfaction and discharge of the Indenture and the preparation of an
     Officer's Certificate and the obtaining of an Opinion of Counsel and the
     Independent Certificate relating thereto (Section 4.01);

          (xii) the preparation, obtaining or filing of instruments, opinions,
     certificates and other documents (other than the preparation of UCC
     amendments, which shall be the responsibility of the Servicer under the
     Sale and Servicing Agreement) required for the release of Collateral
     (Section 4.04);

          (xiii) the delivery to the Indenture Trustee written notice in the
     form of an Officer's Certificate of any event that with the giving of
     notice and the lapse of time would become an Event of Default under
     clause (iii) of Section 5.01 of the Indenture (Section 5.01);

          (xiv) the performance of any lawful action as the Controlling Party
     may request to compel or secure the performance and observance by the
     Seller or the Servicer, as applicable, of each of their obligations to
     the Issuer in the Basic Documents (Section 5.16);

          (xv) the preparation and delivery of notice to Noteholders of the
     removal of the Indenture Trustee and the appointment of a successor
     Indenture Trustee (Section 6.08);

          (xvi) the preparation of any written instruments required to confirm
     more fully the authority of any co-trustee or separate trustee and any
     written instructions necessary in connection with the resignation or
     removal of any co-trustee or separate trustee (Sections 6.08 and 6.10);

          (xvii) the notification to the Indenture Trustee if and when the
     Notes are listed on any stock exchange (Section 7.04);

          (xviii) the preparation of an Issuer Request and Officer's
     Certificate and the obtaining of an Opinion of Counsel and Independent
     Certificates, if necessary, for the release of the Trust Estate (Section
     8.04 and 8.05);

          (xix) the preparation of Issuer Orders and the obtaining of Opinions
     of Counsel with respect to the execution of supplemental indentures and
     the mailing to the Noteholders of notices with respect to such
     supplemental indentures (Sections 9.01, 9.02 and 9.03);



                                      28
<PAGE>

          (xx) the duty to furnish the Rating Agencies and the Indenture
     Trustee notice of redemption of Notes, if the Servicer has not previously
     done so (Section 10.01);

          (xxi) the duty to notify Noteholders of redemption of the Notes or
     to cause the Indenture Trustee to provide such notification (Section
     10.02);

          (xxii) the preparation and delivery of all Officer's Certificates,
     Opinions of Counsel and Independent Certificates with respect to any
     requests by the Issuer to the Indenture Trustee to take any action under
     the Indenture (Section 11.01(a));

          (xxiii) the preparation and delivery of all Officer's Certificates
     and the obtaining of Independent Certificates, if necessary, for the
     release of property from the lien of the Indenture (Section 11.01(b));

          (xxiv) the preparation and delivery to Noteholders and the Indenture
     Trustee of any agreements or requests by the Noteholders with respect to
     alternate payment and notice provisions (Section 11.06); and

          (xxv) the recording of the Indenture, if applicable (Section 11.14).

         (b) The Owner Trustee shall receive as compensation for its services
hereunder such fees as have been separately agreed upon before the date hereof
among the Depositor and the Owner Trustee, and the Owner Trustee shall be
reimbursed for its other reasonable expenses hereunder in the priority set
forth in Section 5.06(b) in the Sale and Servicing Agreement. In performing
its duties under this Section 6.07, the Owner Trustee shall be entitled to the
indemnification provided by the Issuer under Section 8.02 of this Agreement,
in the priority set forth in Section 5.06(b) of the Sale and Servicing
Agreement.

         (c) It is understood and agreed that the Owner Trustee shall be
entitled to engage outside counsel, independent accountants and other experts
to assist the Owner Trustee in connection with the performance of its duties
set forth in this section, including the preparation of all tax reports and
returns, securities law filings, Opinions of Counsel and Independent
Certificates, and the expenses of such experts shall be paid to the Owner
Trustee in accordance with the priorities set forth in Section 5.06(b) of the
Sale and Servicing Agreement.

         (d) The Depositor and the Servicer shall furnish to the Owner Trustee
from time to time such additional information regarding the Trust or the Basic
Documents as the Owner Trustee shall reasonably request. The Indenture Trustee
shall furnish to the Owner Trustee annually (or upon any change thereto) a
copy of the Note Register. The Servicer shall furnish to the Owner Trustee
copies of all documents and reports required to be provided by the Servicer
pursuant to Sections 4.01, 4.14 and 12.02(h) of the Sale and Servicing
Agreement.

         (e) The Owner Trustee shall not be responsible for taking any action
with respect to this Section 6.07 unless a responsible officer in the
Corporate Trust Administration Department of the Owner Trustee has actual
knowledge or has received written notice of the need to take such action.



                                      29
<PAGE>

         (f) The rights and protections afforded to the Owner Trustee pursuant
to Article VII of this Agreement shall also be afforded to the Owner Trustee
with respect to the performance of its administrative duties under this
Section 6.07.

                                 ARTICLE VII

                         CONCERNING THE OWNER TRUSTEE

         Section 7.01. Acceptance of Trusts and Duties. The Owner Trustee
accepts the trusts hereby created and agrees to perform its duties hereunder
with respect to such trusts, but only upon the terms of this Agreement. The
Owner Trustee also agrees to disburse all moneys actually received by it
constituting part of the Trust Estate upon the terms of the Basic Documents
and this Agreement. The Owner Trustee shall not be answerable or accountable
hereunder or under any Basic Document under any circumstances, except (i) for
its own willful misconduct or gross negligence or (ii) in the case of the
inaccuracy of any representation or warranty contained in Section 7.03
expressly made by the Owner Trustee. In particular, but not by way of
limitation (and subject to the exceptions set forth in the preceding
sentence):

          (a) The Owner Trustee shall not be liable for any error of judgment
     made by a Trust Officer of the Owner Trustee;

          (b) The Owner Trustee shall not be liable with respect to any action
     taken or omitted to be taken by it in accordance with the instructions of
     the Trust Administrator or any Certificateholder;

          (c) No provision of this Agreement or any Basic Document shall
     require the Owner Trustee to expend or risk funds or otherwise incur any
     financial liability in the performance of any of its rights or powers
     hereunder or under any Basic Document if the Owner Trustee shall have
     reasonable grounds for believing that repayment of such funds or adequate
     indemnity against such risk or liability is not reasonably assured or
     provided to it;

          (d) Under no circumstances shall the Owner Trustee be liable for
     indebtedness evidenced by or arising under any of the Basic Documents,
     including the principal of and interest on the Notes;

          (e) The Owner Trustee shall not be responsible for or in respect of
     the validity or sufficiency of this Agreement or for the due execution
     hereof by the Depositor or for the form, character, genuineness,
     sufficiency, value or validity of any of the Trust Estate, or for or in
     respect of the validity or sufficiency of the Basic Documents, other than
     the certificate of authentication on the Trust Certificates, and the
     Owner Trustee shall in no event assume or incur any liability, duty or
     obligation to any Noteholder or to any Certificateholder, other than as
     expressly provided for herein or expressly agreed to in the Basic
     Documents;

          (f) The Owner Trustee shall not be responsible for monitoring the
     performance of, and shall not be liable for the default or misconduct of
     the Trust Administrator, the Depositor, the Servicer, the Indenture
     Trustee or the Backup Servicer



                                      30
<PAGE>


     under any of the Basic Documents or otherwise, and the Owner Trustee
     shall have no obligation or liability to perform the obligations of the
     Trust under this Agreement or the Basic Documents that are required to be
     performed by the Trust Administrator under the Trust Administration
     Agreement, the Indenture Trustee under the Indenture or the Depositor,
     the Servicer or the Backup Servicer under the Sale and Servicing
     Agreement; and

          (g) The Owner Trustee shall be under no obligation to exercise any
     of the rights or powers vested in it by this Agreement, or to institute,
     conduct or defend any litigation under this Agreement or otherwise or in
     relation to this Agreement or any Basic Document, at the request, order
     or direction of any of the Certificateholders, unless such
     Certificateholders have offered to the Owner Trustee security or
     indemnity satisfactory to it against the costs, expenses and liabilities
     that may be incurred by the Owner Trustee therein or thereby. The right
     of the Owner Trustee to perform any discretionary act enumerated in this
     Agreement or in any Basic Document shall not be construed as a duty, and
     the Owner Trustee shall not be answerable for other than its negligence
     or willful misconduct in the performance of any such act.

         Section 7.02. Furnishing of Documents. The Owner Trustee shall
furnish to the Certificateholders, promptly upon receipt of a written request
therefor, duplicates or copies of all reports, notices, requests, demands,
certificates, financial statements and any other instruments furnished to the
Owner Trustee under the Basic Documents.

         Section 7.03. Representations and Warranties. The Owner Trustee
hereby represents and warrants to the Depositor, for the benefit of the
Certificateholders, that:

          (a) It is a banking corporation duly organized and validly existing
     in good standing under the laws of the State of Delaware. It has all
     requisite corporate power and authority to execute, deliver and perform
     its obligations under this Agreement.

          (b) It has taken all corporate action necessary to authorize the
     execution and delivery by it of this Agreement, and this Agreement will
     be executed and delivered by one of its officers who is duly authorized
     to execute and deliver this Agreement on its behalf.

          (c) Neither the execution or the delivery by it of this Agreement,
     nor the consummation by it of the transactions contemplated hereby, nor
     compliance by it with any of the terms or provisions hereof will
     contravene any federal or Delaware law, governmental rule or regulation
     governing the banking or trust powers of the Owner Trustee or any
     judgment or order binding on it, or constitute any default under its
     charter documents or bylaws or any indenture, mortgage, contract,
     agreement or instrument to which it is a party or by which any of its
     properties may be bound.

          (d) It is a corporation satisfying the provisions of Section 3807(a)
     of the Business Trust Statute; authorized to exercise corporate trust
     powers; having a combined capital and surplus of at least $50,000,000 and
     subject to supervision or examination by federal or state authorities;
     and having (or having a parent that has) time deposits that are



                                      31
<PAGE>


     rated at least A-1 by Standard & Poor's and P-1 by Moody's or who is
     otherwise acceptable to each Rating Agency.

         Section 7.04. Reliance; Advice of Counsel.

               (a) The Owner Trustee shall incur no liability to anyone in
acting upon any signature, instrument, notice, resolution, request, consent,
order, certificate, report, opinion, bond, or other document or paper believed
by it to be genuine and believed by it to be signed by the proper party or
parties. The Owner Trustee may accept a certified copy of a resolution of the
board of directors or other governing body of any corporate party as
conclusive evidence that such resolution has been duly adopted by such body
and that the same is in full force and effect. As to any fact or matter the
method of determination of which is not specifically prescribed herein, the
Owner Trustee may for all purposes hereof rely on a certificate, signed by the
president or any vice president or by the treasurer or other authorized
officers of the relevant party, as to such fact or matter, and such
certificate shall constitute full protection to the Owner Trustee for any
action taken or omitted to be taken by it in good faith in reliance thereon.

               (b) In the exercise or administration of the trusts hereunder
and in the performance of its duties and obligations under this Agreement or
the Basic Documents, the Owner Trustee (i) may act directly or through its
agents or attorneys pursuant to agreements entered into with any of them, and
the Owner Trustee shall not be liable for the conduct or misconduct of such
agents or attorneys if such agents or attorneys shall have been selected by
the Owner Trustee with reasonable care, and (ii) may consult with counsel,
accountants and other skilled Persons to be selected with reasonable care and
employed by it. The Owner Trustee shall not be liable for anything done,
suffered or omitted in good faith by it in accordance with the written opinion
or advice of any such counsel, accountants or other such Persons and not
contrary to this Agreement or any Basic Document.

         Section 7.05. Not Acting in Individual Capacity. Except as provided
in this Article VII, in accepting the trusts hereby created, Wilmington Trust
Company acts solely as Owner Trustee hereunder and not in its individual
capacity, and all Persons having any claim against the Owner Trustee by reason
of the transactions contemplated by this Agreement or any Basic Document shall
look only to the Trust Estate for payment or satisfaction thereof.

         Section 7.06. Owner Trustee Not Liable for Trust Certificates or for
Receivables. The recitals contained herein and in the Trust Certificates
(other than the signature and countersignature of the Owner Trustee on the
Trust Certificates) shall be taken as the statements of the Depositor, and the
Owner Trustee assumes no responsibility for the correctness thereof. Except as
set forth in Section 7.03, the Owner Trustee makes no representations as to
the validity or sufficiency of this Agreement, of any Basic Document or of the
Trust Certificates (other than the signature and countersignature of the Owner
Trustee on the Trust Certificates) or the Notes, or of any Receivable or
related documents. The Owner Trustee shall at no time have any responsibility
or liability for or with respect to the legality, validity and enforceability
of any Receivable or the perfection and priority of any security interest
created by any Receivable in any Financed Vehicle or the maintenance of any
such perfection and priority, or for or with respect to the sufficiency of the
Trust Estate or its ability to generate the payments to be distributed to
Certificateholders under this Agreement or the Noteholders under the
Indenture,



                                      32
<PAGE>


including, without limitation: the existence, condition and ownership
of any Financed Vehicle; the existence and enforceability of any insurance
thereon; the existence and contents of any Receivable on any computer or other
record thereof; the validity of the assignment of any Receivable to the Trust
or of any intervening assignment; the completeness of any Receivable; the
performance or enforcement of any Receivable; the compliance by the
Originators, the Seller, the Depositor, the Servicer or the Backup Servicer
with any warranty or representation made under any Basic Document or in any
related document or the accuracy of any such warranty or representation, or
any action of the Trust Administrator, the Indenture Trustee, the Servicer or
the Backup Servicer or any subservicer taken in the name of the Owner Trustee.

         Section 7.07. Owner Trustee May Own Trust Certificates and Notes. The
Owner Trustee in its individual or any other capacity may become the owner or
pledgee of Trust Certificates or Notes and may deal with the Depositor, the
Trust Administrator, the Indenture Trustee and the Servicer in banking
transactions with the same rights as it would have if it were not Owner
Trustee.

         Section 7.08. Doing Business in Other Jurisdictions. Notwithstanding
anything contained herein to the contrary, neither Wilmington Trust Company
nor the Owner Trustee shall be required to take any action in any jurisdiction
other than in the State of Delaware if the taking of such action will (i)
require the consent or approval or authorization or order of, or the giving of
notice to, or the registration with, or the taking of any other action in
required by, any state or other governmental authority or agency of any
jurisdiction other than the State of Delaware; (ii) result in any fee, tax or
other governmental charge under the laws of any jurisdiction or any political
subdivisions thereof in existence on the date hereof other than the State of
Delaware becoming payable by Wilmington Trust Company or the Owner Trustee; or
(iii) subject Wilmington Trust Company or the Owner Trustee to personal
jurisdiction in any jurisdiction other than the State of Delaware for causes
of action arising from acts unrelated to the consummation of the transactions
by Wilmington Trust Company or the Owner Trustee, as the case may be,
contemplated hereby. The Owner Trustee shall be entitled to obtain advice of
counsel (which advice shall be an expense of the Trust under Section 8.01 of
this Agreement) to determine whether any action required to be taken pursuant
to the Agreement results in the consequences described in clauses (i), (ii)
and (iii) of the preceding sentence. In the event that said counsel advises
the Owner Trustee that such action will result in such consequences, the Owner
Trustee will appoint an additional trustee pursuant to Section 10.05 hereof to
proceed with such action.

         Section 7.09. Owner Trustee as Paying Agent. In the event the Owner
Trustee is also acting as Paying Agent or Certificate Registrar, the rights
and protections afforded to the Owner Trustee pursuant to this Article VII
shall also be afforded to the Paying Agent and Certificate Registrar.



                                      33
<PAGE>


                                 ARTICLE VIII

                         COMPENSATION OF OWNER TRUSTEE

         Section 8.01. Owner Trustee's Fees and Expenses. The Owner Trustee
shall receive as compensation for its services hereunder such fees as have
been separately agreed upon before the date hereof between the Depositor and
the Owner Trustee, and the Owner Trustee shall be reimbursed for its other
reasonable expenses hereunder, including the reasonable compensation, expenses
and disbursements of such agents, representatives, experts and counsel as the
Owner Trustee may employ in connection with the exercise and performance of
its rights and its duties hereunder, in the priority set forth in Section
5.06(b) in the Sale and Servicing Agreement.

         Section 8.02. Indemnification. The Issuer shall be liable as primary
obligor for, and shall indemnify the Owner Trustee and its successors,
assigns, agents and servants (collectively, the "Indemnified Parties") from
and against, any and all liabilities, obligations, losses, damages, taxes,
claims, actions and suits, and any and all reasonable costs, expenses and
disbursements (including reasonable legal fees and expenses) of any kind and
nature whatsoever (collectively, "Expenses") which may at any time be imposed
on, incurred by, or asserted against the Owner Trustee or any Indemnified
Party in any way relating to or arising out of this Agreement, the Basic
Documents, the Trust Estate, the administration of the Trust Estate or the
action or inaction of the Owner Trustee hereunder, except only that the Issuer
shall not be liable for or required to indemnify an Indemnified Party from and
against Expenses arising or resulting from any of the matters described in the
third sentence of Section 7.01. The indemnities contained in this Section
shall survive the resignation or termination of the Owner Trustee or the
termination of this Agreement. In any event of any claim, action or proceeding
for which indemnity will be sought pursuant to this Section, the Owner
Trustee's choice of legal counsel shall be subject to the approval of the
Issuer, which approval shall not be unreasonably withheld.

         Section 8.03. Payments to the Owner Trustee. Any amounts paid
pursuant to this Article VIII shall be payable solely in the priority set
forth in Section 5.06(b) of the Sale and Servicing Agreement and shall be
deemed not to be a part of the Trust Estate immediately after such payment.



                                      34
<PAGE>


                                  ARTICLE IX

                        TERMINATION OF TRUST AGREEMENT

         Section 9.01. Termination of Trust Agreement.

               (a) This Agreement (other than Article VIII) and the Trust
shall terminate and be of no further force or effect upon the final
distribution by the Owner Trustee of all moneys or other property or proceeds
of the Trust Estate in accordance with the terms of the Indenture, the Sale
and Servicing Agreement and Article V. The bankruptcy, liquidation,
dissolution, death or incapacity of any Certificateholder shall not (i)
operate to terminate this Agreement or the Trust, (ii) entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
to take any action or proceeding in any court for a partition or winding up of
all or any part of the Trust or Trust Estate or (iii) otherwise affect the
rights, obligations and liabilities of the parties hereto.

               (b) Except as provided in Section 9.01(a), neither the
Depositor nor any Certificateholder shall be entitled to revoke or terminate
the Trust.

               (c) Notice of any termination of the Trust, specifying the
Distribution Date upon which Certificateholders shall surrender their Trust
Certificates to the Paying Agent for payment of the final distribution and
cancellation, shall be given by the Owner Trustee by letter to
Certificateholders mailed within five Business Days of receipt of notice of
such termination from the Servicer given pursuant to Section 11.01(b) of the
Sale and Servicing Agreement, stating (i) the Distribution Date upon or with
respect to which final payment of the Trust Certificates shall be made upon
presentation and surrender of the Trust Certificates at the office of the
Paying Agent therein designated, (ii) the amount of any such final payment and
(iii) that the Record Date otherwise applicable to such Distribution Date is
not applicable, payments being made only upon presentation and surrender of
the Trust Certificates at the office of the Paying Agent therein specified.
The Owner Trustee shall give such notice to the Certificate Registrar (if
other than the Owner Trustee) and the Paying Agent at the time such notice is
given to Certificateholders. Upon presentation and surrender of the Trust
Certificates, the Paying Agent shall cause to be distributed to
Certificateholders amounts distributable on such Distribution Date pursuant to
Section 5.02.

         In the event that all of the Certificateholders shall not surrender
their Trust Certificates for cancellation within six months after the date
specified in the above mentioned written notice, the Owner Trustee shall give
a second written notice to the remaining Certificateholders to surrender their
Trust Certificates for cancellation and receive the final distribution with
respect thereto. If within one year after the second notice all the Trust
Certificates shall not have been surrendered for cancellation, the Owner
Trustee may take appropriate steps, or may appoint an agent to take
appropriate steps, to contact the remaining Certificateholders concerning
surrender of their Trust Certificates, and the cost thereof shall be paid out
of the funds and other assets that shall remain subject to this Agreement. Any
funds remaining in the Trust after exhaustion of such remedies shall be
distributed by the Owner Trustee to the Depositor, subject to applicable
escheat laws.



                                      35
<PAGE>


               (d) Upon the winding up of the Trust and its termination, the
Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a
certificate of cancellation with the Secretary of State in accordance with the
provisions of Section 3810 of the Business Trust Statute. Thereupon the Trust
and this Agreement (other than Article VIII) shall terminate.



                                      36
<PAGE>


                                  ARTICLE X

            SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

         Section 10.01. Eligibility Requirements for Owner Trustee. The Owner
Trustee shall at all times be a corporation satisfying the provisions of
Section 3807(a) of the Business Trust Statute; authorized to exercise
corporate trust powers; having a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by federal or state
authorities; and having (or having a parent that has) time deposits that are
rated at least A-1 by Standard & Poor's and P-1 by Moody's, or which is
otherwise acceptable to each Rating Agency. If such corporation shall publish
reports of condition at least annually pursuant to law or to the requirements
of the aforesaid supervising or examining authority, then for the purpose of
this Section, the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. In case at any time the Owner Trustee shall
cease to be eligible in accordance with the provisions of this Section, the
Owner Trustee shall resign immediately in the manner and with the effect
specified in Section 10.02.

         Section 10.02. Resignation or Removal of Owner Trustee. The Owner
Trustee may at any time resign and be discharged from the trusts hereby
created by giving written notice thereof to the Trust Administrator, the
Indenture Trustee and the Rating Agencies. Upon receiving such notice of
resignation, the Trust Administrator shall promptly appoint a successor Owner
Trustee by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Owner Trustee and one copy to the
successor Owner Trustee. If no successor Owner Trustee shall have been so
appointed and have accepted appointment within 30 days after the giving of
such notice of resignation, the resigning Owner Trustee may petition any court
of competent jurisdiction for the appointment of a successor Owner Trustee.

         If at any time the Owner Trustee shall cease to be eligible in
accordance with the provisions of Section 10.01 and shall fail to resign after
written request therefor by the Trust Administrator, or if at any time the
Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or
insolvent, or a receiver of the Owner Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the Owner
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Trust Administrator may remove the Owner
Trustee. If the Trust Administrator shall remove the Owner Trustee under the
authority of the immediately preceding sentence, the Trust Administrator shall
promptly appoint a successor Owner Trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the outgoing
Owner Trustee so removed and one copy to the successor Owner Trustee, and
shall pay all fees owed to the outgoing Owner Trustee.

         Any resignation or removal of the Owner Trustee and appointment of a
successor Owner Trustee pursuant to any of the provisions of this Section
shall not become effective until acceptance of appointment by the successor
Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses
owed to the outgoing Owner Trustee. The Trust Administrator shall provide
notice of such resignation or removal of the Owner Trustee to each Rating
Agency.



                                      37
<PAGE>


         Section 10.03. Successor Owner Trustee. Any successor Owner Trustee
appointed pursuant to Section 10.01 or 10.02 shall execute, acknowledge and
deliver to the Trust Administrator and to its predecessor Owner Trustee an
instrument accepting such appointment under this Agreement, and thereupon the
resignation or removal of the predecessor Owner Trustee shall become
effective, and such successor Owner Trustee, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor under this Agreement, with like effect as if
originally named as Owner Trustee. The predecessor Owner Trustee shall upon
payment of its fees and expenses deliver to the successor Owner Trustee all
documents and statements and monies held by it under this Agreement; and the
Trust Administrator and the predecessor Owner Trustee shall execute and
deliver such instruments and do such other things as may reasonably be
required for fully and certainly vesting and confirming in the successor Owner
Trustee all such rights, powers, duties and obligations.

         No successor Owner Trustee shall accept appointment as provided in
this Section unless at the time of such acceptance such successor Owner
Trustee shall be eligible pursuant to Section 10.01.

         Upon acceptance of appointment by a successor Owner Trustee pursuant
to this Section, the Trust Administrator shall mail notice thereof to all
Certificateholders, the Servicer, the Indenture Trustee, the Noteholders and
the Rating Agencies. If the Trust Administrator shall fail to mail such notice
within 10 days after acceptance of such appointment by the successor Owner
Trustee, the successor Owner Trustee shall cause such notice to be mailed at
the expense of the Trust.

         Any successor Owner Trustee appointed pursuant to this Section 10.03
shall promptly file an amendment to the Certificate of Trust with the
Secretary of State identifying the name and principal place of business of
such successor Owner Trustee in the State of Delaware.

         Section 10.04. Merger or Consolidation of Owner Trustee. Any
corporation into which the Owner Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Owner Trustee shall be a party, or
any corporation succeeding to all or substantially all of the corporate trust
business of the Owner Trustee, shall be the successor of the Owner Trustee
hereunder, without the execution or filing of any instrument or any further
act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, that such corporation shall be eligible pursuant to
Section 10.01; and provided further, that the Owner Trustee shall mail notice
of such merger or consolidation to each Rating Agency; and provided, further,
that such successor Owner Trustee shall file an amendment to the Certificate
of Trust as described in Section 10.03.

         Section 10.05. Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any
part of the Trust Estate or any Financed Vehicle may at the time be located,
the Trust Administrator and the Owner Trustee acting jointly shall have the
power and shall execute and deliver all instruments to appoint one or more
Persons approved by the Trust Administrator and Owner Trustee to act as
co-trustee, jointly with the




                                      38
<PAGE>


Owner Trustee, or as separate trustee or separate trustees, of all or any part
of the Trust Estate, and to vest in such Person, in such capacity, such title
to the Trust or any part thereof and, subject to the other provisions of this
Section, such powers, duties, obligations, rights and trusts as the Trust
Administrator and the Owner Trustee may consider necessary or desirable. If
the Trust Administrator shall not have joined in such appointment within 15
days after the receipt by it of a request so to do, the Owner Trustee alone
shall have the power to make such appointment. No co-trustee or separate
trustee under this Agreement shall be required to meet the terms of
eligibility as a successor Owner Trustee pursuant to Section 10.01 and no
notice of the appointment of any co-trustee or separate trustee shall be
required pursuant to Section 10.03.

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

               (a) All rights, powers, duties and obligations conferred or
     imposed upon the Owner Trustee shall be conferred upon and exercised or
     performed by the Owner Trustee and such separate trustee or co-trustee
     jointly (it being understood that such separate trustee or co-trustee is
     not authorized to act separately without the Owner Trustee joining in
     such act), except to the extent that under any law of any jurisdiction in
     which any particular act or acts are to be performed, the Owner Trustee
     shall be incompetent or unqualified to perform such act or acts, in which
     event such rights, powers, duties and obligations (including the holding
     of title to the Trust Estate or any portion thereof in any such
     jurisdiction) shall be exercised and performed singly by such separate
     trustee or co-trustee, but solely at the direction of the Owner Trustee;

               (b) No trustee under this Agreement shall be personally liable
     by reason of any act or omission of any other trustee under this
     Agreement; and

               (c) The Trust Administrator and the Owner Trustee acting
     jointly may at any time accept the resignation of or remove any separate
     trustee or co-trustee.

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

         Any separate trustee or co-trustee may at any time appoint the Owner
Trustee as its agent or attorney-in-fact with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its
estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Owner Trustee, to the



                                      39
<PAGE>


extent permitted by law, without the appointment of a new or successor
co-trustee or separate trustee.

                                  ARTICLE XI

                                 MISCELLANEOUS

         Section 11.01. Supplements and Amendments. This Agreement may be
amended by the Depositor and the Owner Trustee, with prior written notice to
each Rating Agency, without the consent of any of the Noteholders or the
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 and satisfaction of the Rating Agency
Condition with respect to such amendment, adversely affect in any material
respect the interests of any Noteholder or Certificateholder.

         This Agreement may also be amended from time to time by the Depositor
and the Owner Trustee, with prior written notice to each Rating Agency, with
the consent of the Holders (as defined in the Indenture) of Notes evidencing
not less than a majority of the Outstanding Amount of the Notes and the
consent of the Holders of Certificates evidencing not less than a majority of
the Certificate Balance, for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement
or of modifying in any manner the rights of the Noteholders or the
Certificateholders; provided, however, that no such amendment shall (a)
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 Noteholders, the
Certificateholders or (b) reduce the aforesaid percentage of the Outstanding
Amount of the Notes and the Certificate Balance required to consent to any
such amendment, without the consent of the Holders of all then-outstanding
Notes and Certificates.

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

         It shall not be necessary for the consent of Certificateholders,
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. The manner of obtaining such consents
(and any other consents of Certificateholders provided for in this Agreement
or in any other Basic Document) and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
requirements as the Owner Trustee may prescribe.

         Promptly after the execution of any amendment to the Certificate of
Trust, the Owner Trustee shall cause the filing of such amendment with the
Secretary of State.



                                      40
<PAGE>

         Prior to the execution of any amendment to this Agreement or the
Certificate of Trust, the Owner 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. The Owner Trustee may, but shall
not be obligated to, enter into any such amendment that affects the Owner
Trustee's own rights, duties or immunities under this Agreement or otherwise.

         In connection with the execution of any amendment to this Trust
Agreement or any amendment of any other agreement to which the Issuer is a
party, the Owner Trustee shall be entitled to receive and conclusively rely
upon an Opinion of Counsel to the effect that such amendment is authorized or
permitted by the Basic Documents and that all conditions precedent in the
Basic Documents for the execution and delivery thereof by the Trust or the
Owner Trustee, as the case may be, have been satisfied.

         Section 11.02. No Legal Title to Trust Estate in Certificateholders.
Neither the Depositor nor the Certificateholders shall have legal title to any
part of the Trust Estate. The Certificateholders shall be entitled to receive
distributions with respect to their undivided ownership interest therein only
in accordance with Articles V and IX. No transfer, by operation of law or
otherwise, of any right, title or interest of the Certificateholders to and in
their ownership interest in the Trust Estate shall operate to terminate this
Agreement or the trusts hereunder or entitle any transferee to an accounting
or to the transfer to it of legal title to any part of the Trust Estate.

         Section 11.03. Limitations on Rights of Others. The provisions of
this Agreement are solely for the benefit of the Owner Trustee, the Depositor,
the Certificateholders, the Trust Administrator and, to the extent expressly
provided herein, the Indenture Trustee 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 11.04. Notices.

               (a) Unless otherwise expressly specified or permitted by the
terms hereof, all notices shall be in writing and shall be deemed given upon
receipt by the intended recipient or three Business Days after mailing if
mailed by certified mail, postage prepaid (except that notice to the Owner
Trustee shall be deemed given only upon actual receipt by the Owner Trustee),
if to the Owner Trustee, addressed to the Corporate Trust Office; if to the
Depositor, addressed to SSB Vehicle Securities Inc., 390 Greenwich Street, New
York, New York 10013; or, as to each party, at such other address as shall be
designated by such party in a written notice to each other party.

               (b) Any notice required or permitted to be given to a
Certificateholder shall be given by first-class mail, postage prepaid, at the
address of such Certificateholder as shown in the Certificate Register. Any
notice so mailed within the time prescribed in this Agreement shall be
conclusively presumed to have been duly given, whether or not such
Certificateholder receives such notice.



                                      41
<PAGE>


         Section 11.05. 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 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 11.06. Separate Counterparts. This Agreement may be executed
by the parties hereto in separate counterparts, each of which when so executed
and delivered shall be an original; but all such counterparts shall together
constitute but one and the same instrument.

         Section 11.07. Successors and Assigns. All covenants and agreements
contained herein shall be binding upon, and inure to the benefit of, each of
the Depositor and its permitted assignees, the Owner Trustee and its
successors and each Certificateholder and its successors and permitted
assigns, all as herein provided. Any request, notice, direction, consent,
waiver or other instrument or action by a Certificateholder shall bind the
successors and assigns of such Certificateholder.

         Section 11.08. Covenants of the Depositor. The Depositor will not at
any time institute against the Trust any bankruptcy proceedings under any
United States federal or state bankruptcy or similar law in connection with
any obligations relating to the Trust Certificates, the Notes, this Agreement
or any of the other Basic Documents.

         Section 11.09. No Petition. The Owner Trustee, by entering into this
Agreement, each Certificateholder, by accepting a Trust Certificate, and the
Indenture Trustee and each Noteholder, by accepting the benefits of this
Agreement, hereby covenant and agree that they will not at any time institute
against the Depositor or the Trust or the Certificate Trust or join in any
institution against the Depositor or the Trust of, any bankruptcy proceedings
under any United States federal or state bankruptcy or similar law in
connection with any obligations relating to the Trust Certificates, the Notes,
this Agreement or any of the Basic Documents.

         Section 11.10. No Recourse. Each Certificateholder by accepting a
Trust Certificate acknowledges that such Trust Certificate represents a
beneficial interest in the Trust only and does not represent an interest in or
an obligation of the Depositor, the Servicer, the Trust Administrator, the
Owner Trustee, the Indenture Trustee, the Backup Servicer or any Affiliate
thereof and no recourse may be had against such parties or their assets,
except as may be expressly set forth or contemplated in this Agreement, the
Trust Certificates or the Basic Documents.

         Section 11.11. 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 11.12. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.



                                      42
<PAGE>


         Section 11.13. Trust Certificate Transfer Restrictions. The Trust
Certificates may not be acquired by or for the account of (i) an employee
benefit plan (as defined in Section 3(3) of ERISA) that is subject to the
provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of
the Code or (iii) any entity whose underlying assets include plan assets by
reason of a plan's investment in the entity (each, a "Benefit Plan"). By
accepting and holding a Trust Certificate, the Holder thereof shall be deemed
to have represented and warranted that it is not a Benefit Plan.

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

                              SSB VEHICLE SECURITIES INC.,
                                   as Depositor

                              By: /s/
                                  --------------------------------
                                   Name:
                                   Title:


                              WILMINGTON TRUST COMPANY,
                                   as Owner Trustee


                              By: /s/
                                 ----------------------------------
                                   Name:
                                   Title:





                                      43
<PAGE>


                                                                     EXHIBIT A

                           FORM OF TRUST CERTIFICATE

THIS TRUST CERTIFICATE IS SUBORDINATE TO THE NOTES, AS SET FORTH IN THE SALE
AND SERVICING AGREEMENT.

THIS TRUST CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR UNDER THE SECURITIES
OR BLUE SKY LAWS OF ANY STATE IN THE UNITED STATES OR ANY FOREIGN SECURITIES
LAWS. BY ITS ACCEPTANCE OF THIS TRUST CERTIFICATE THE HOLDER HEREOF UNLESS
SUCH HOLDER IS THE DEPOSITOR OR AN AFFILIATE THEREOF IS DEEMED TO REPRESENT TO
THE DEPOSITOR AND THE OWNER TRUSTEE (i) THAT IT IS AN "ACCREDITED INVESTOR" AS
DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D PROMULGATED UNDER
THE 1933 ACT (AN "ACCREDITED INVESTOR") AND THAT IT IS ACQUIRING THIS TRUST
CERTIFICATE FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A
FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE ACCREDITED INVESTORS
UNLESS THE HOLDER IS A BANK ACTING IN ITS FIDUCIARY CAPACITY) FOR INVESTMENT
AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, THE PUBLIC
DISTRIBUTION HEREOF OR (ii) THAT IT IS A "QUALIFIED INSTITUTIONAL BUYER" AS
DEFINED IN RULE 144A UNDER THE 1933 ACT AND IS ACQUIRING SUCH TRUST
CERTIFICATE FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A
FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL
BUYERS).

NO SALE, PLEDGE OR OTHER TRANSFER OF THIS TRUST CERTIFICATE MAY BE MADE BY ANY
PERSON UNLESS EITHER (i) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO THE
DEPOSITOR, (ii) SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO AN ACCREDITED
INVESTOR THAT EXECUTES A CERTIFICATE, SUBSTANTIALLY IN THE FORM SPECIFIED IN
THE CERTIFICATE TRUST AGREEMENT, TO THE EFFECT THAT IT IS AN ACCREDITED
INVESTOR ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS
A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE ACCREDITED INVESTORS
UNLESS THE HOLDER IS A BANK ACTING IN ITS FIDUCIARY CAPACITY), (iii) SO LONG
AS THIS TRUST CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER
THE 1933 ACT, SUCH SALE, PLEDGE OR OTHER TRANSFER IS MADE TO A PERSON WHOM THE
PROSPECTIVE TRANSFEROR REASONABLY BELIEVES AFTER DUE INQUIRY IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A), ACTING FOR ITS OWN ACCOUNT
(AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS
(WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS) TO WHOM NOTICE IS GIVEN
THAT THE SALE, PLEDGE OR TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR
(iv) SUCH SALE, PLEDGE OR OTHER TRANSFER IS OTHERWISE MADE IN A TRANSACTION
EXEMPT FROM THE



                                     A-1
<PAGE>


REGISTRATION REQUIREMENTS OF THE 1933 ACT, IN WHICH CASE (A) THE OWNER TRUSTEE
SHALL REQUIRE THAT BOTH THE PROSPECTIVE TRANSFEROR AND THE PROSPECTIVE
TRANSFEREE CERTIFY TO THE OWNER TRUSTEE AND THE DEPOSITOR IN WRITING THE FACTS
SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE
SATISFACTORY TO THE OWNER TRUSTEE AND THE DEPOSITOR, AND (B) THE OWNER TRUSTEE
SHALL REQUIRE A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE
OF THE DEPOSITOR, ANY AFFILIATE OF THE DEPOSITOR OR THE OWNER TRUSTEE)
SATISFACTORY TO THE DEPOSITOR AND THE OWNER TRUSTEE TO THE EFFECT THAT SUCH
TRANSFER WILL NOT VIOLATE THE 1933 ACT.

EACH CERTIFICATEHOLDER, BY ITS ACCEPTANCE OF THIS TRUST CERTIFICATE, COVENANTS
AND AGREES THAT SUCH CERTIFICATEHOLDER SHALL NOT, PRIOR TO THE DATE THAT IS
ONE YEAR AND ONE DAY AFTER THE TERMINATION OF THE TRUST AGREEMENT, ACQUIESCE,
PETITION OR OTHERWISE INVOKE OR CAUSE THE TRUST OR THE DEPOSITOR TO INVOKE THE
PROCESS OF ANY COURT OR GOVERNMENTAL AUTHORITY FOR THE PURPOSE OF COMMENCING
OR SUSTAINING A CASE AGAINST THE TRUST OR THE DEPOSITOR UNDER ANY FEDERAL OR
STATE BANKRUPTCY, INSOLVENCY, REORGANIZATION OR SIMILAR LAW, OR APPOINTING A
RECEIVER, LIQUIDATOR, ASSIGNEE, TRUSTEE, CUSTODIAN, SEQUESTRATOR OR OTHER
SIMILAR OFFICIAL OF THE TRUST OR THE DEPOSITOR OR ANY SUBSTANTIAL PART OF ITS
PROPERTY, OR ORDERING THE WINDING UP OR LIQUIDATION OF THE AFFAIRS OF THE
TRUST OR THE DEPOSITOR.

NO TRANSFER OF A TRUST CERTIFICATE SHALL BE MADE TO ANY PERSON UNLESS THE
OWNER TRUSTEE HAS RECEIVED (A) A CERTIFICATE IN SUBSTANTIALLY THE FORM
SPECIFIED IN THE CERTIFICATE TRUST AGREEMENT FROM SUCH PERSON TO THE EFFECT
THAT SUCH PERSON IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION
3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA")) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A PLAN
DESCRIBED IN SECTION 4975(E)(1) OF THE CODE OR (III) ANY ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE
ENTITY (EACH, A "BENEFIT PLAN"), OR (B) AN OPINION OF COUNSEL SATISFACTORY TO
THE OWNER TRUSTEE AND THE DEPOSITOR TO THE EFFECT THAT THE PURCHASE AND
HOLDING OF SUCH TRUST CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN THE ASSETS
OF THE TRUST BEING DEEMED TO BE "PLAN ASSETS" SUBJECT TO THE PROHIBITED
TRANSACTIONS PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE AND WILL NOT
SUBJECT THE OWNER TRUSTEE, THE INDENTURE TRUSTEE OR THE DEPOSITOR TO ANY
OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE BASIC DOCUMENTS.




                                     A-2
<PAGE>


NUMBER R-_______                                         PERCENTAGE INTEREST:



                              SSB RV TRUST 2001-1

                                  CERTIFICATE

evidencing a fractional undivided interest in the Trust, as defined below, the
property of which a pool of recreational vehicle installment sale contracts
and installment loan notes secured by new and used recreational vehicles.

THIS TRUST CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR AN OBLIGATION OF
SALOMON BROTHERS REALTY CORP, SSB VEHICLE SECURITIES INC., THE CIT GROUP/SALES
FINANCING, INC. OR ANY OF THEIR RESPECTIVE AFFILIATES.

         THIS CERTIFIES THAT _____________ is the registered owner of
a____________ PERCENT nonassessable, fully paid, undivided percentage interest
in SSB RV TRUST 2001-1 (the "Trust"), formed by SSB VEHICLE SECURITIES INC., a
Delaware corporation (the "Depositor").

         The Trust was created pursuant to a Trust Agreement dated as of
December 1, 2001 (as amended or supplemented from time to time, the "Trust
Agreement"), between the Depositor and Wilmington Trust Company, as owner
trustee (the "Owner Trustee"), a summary of certain of the pertinent
provisions of which is set forth below. To the extent not otherwise defined
herein, the capitalized terms used herein have the meanings assigned to them
in the Trust Agreement or the Sale and Servicing Agreement dated as of
December 1, 2001 (as amended and supplemented from time to time, the "Sale and
Servicing Agreement"), among the Trust, the Depositor, Salomon Brothers Realty
Corp., as seller, The CIT Group/Sales Financing, Inc., as servicer, custodian
and an originator, The CIT Group/Consumer Finance, Inc. (NY), as an
originator, U.S. Bank National Association, as Indenture Trustee, Citibank,
N.A., as bond administrator, and GMAC Mortgage Corporation, as back-up
servicer.

         This Trust Certificate is one of the duly authorized Trust
Certificates designated as "Asset Backed Certificates" (herein called the
"Trust Certificates"). Also issued under an Indenture dated as of December 1,
2001 (the "Indenture"), among the Trust, U.S. Bank National Association, as
indenture trustee, and Citibank, N.A., as Bond Administrator, are the eight
classes of Notes designated as "1.915% Asset Backed Notes, Class A-1", "2.89%
Asset Backed Notes, Class A-2", "4.74% Asset Backed Notes, Class A-3", "5.81%
Asset Backed Notes, Class A-4", "6.30% Asset Backed Notes, Class A-5", "6.64%
Asset Backed Notes, Class B", "7.03% Asset Backed Notes, Class C" and "7.42%
Asset Backed Notes, Class D" (collectively, the "Notes"). This Trust
Certificate is issued under and is subject to the terms, provisions and
conditions of the Trust Agreement, to which Trust Agreement the Holder of this
Trust Certificate by virtue of its acceptance hereof assents and by which such
Certificateholder is bound. The property of the Trust consists of the
Receivables and monies received thereon after November 30, 2001, security
interests in the related Financed Vehicles, certain bank accounts and the



                                     A-3
<PAGE>


proceeds thereof, proceeds from claims on certain insurance policies and
certain other rights under the Trust Agreement and the Sale and Servicing
Agreement and all proceeds of the foregoing. The rights of the
Certificateholders are subordinate to the rights of the Noteholders, as set
forth in the Sale and Servicing Agreement.

         Under the Trust Agreement, there will be distributed on the 15th day
of each month or, if such 15th day is not a Business Day, the next Business
Day (each, a "Distribution Date"), commencing on January 15, 2002, to the
Person in whose name this Trust Certificate is registered on the last day of
the immediately preceding month (the "Record Date"), such Certificateholder's
fractional undivided interest in the amount to be distributed to
Certificateholders on such Distribution Date.

         The Holder of this Trust Certificate acknowledges and agrees that its
rights to receive distributions in respect of this Trust Certificate are
subordinate to the rights of the Noteholders as described in the Sale and
Servicing Agreement and the Indenture.

         It is the intent of the Depositor and the Certificateholders that, to
the extent the Certificates are beneficially owned by a single
Certificateholder for purposes of federal income, state and local income and
single business tax and any other income taxes, the Trust will be treated as
an agent of the sole Certificateholder and to the extent the Certificates are
beneficially owned by more than one Certificateholder as a partnership with
the Certificateholders being treated as partners in that tax partnership. A
Certificateholder, by its acceptance of a Trust Certificate, agrees to treat,
and to take no action inconsistent with the treatment of, the Trust for such
tax purposes as an agent of the Trust and not as a separate tax entity for
federal income tax and state income and franchise tax purposes.

         Each Certificateholder, by its acceptance of a Trust Certificate,
agrees to treat, and to take no action inconsistent with the treatment of, the
Trust Certificates for such tax purposes as partnership interests in the
Trust.

         A Certificateholder, by its acceptance of a Trust Certificate,
covenants and agrees that such Certificateholder will not at any time
institute against the Depositor or the Trust, or join in any institution
against the Depositor or the Trust of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any United States federal or state bankruptcy or similar law in connection
with any obligations relating to the Trust Certificates, the Notes, the Trust
Agreement or any of the Basic Documents.

         Distributions on this Trust Certificate will be made as provided in
the Trust Agreement by the Owner Trustee or the Paying Agent by wire transfer
or check mailed to the Certificateholder of record in the Certificate Register
without the presentation or surrender of this Trust Certificate or the making
of any notation hereon.

         Except as otherwise provided in the Trust Agreement and
notwithstanding the above, the final distribution on this Trust Certificate
will be made after due notice by the Owner Trustee of the pendency of such
distribution and only upon presentation and surrender of this Trust
Certificate at the office or agency designated for that purpose by the Owner
Trustee in the Borough of Manhattan, The City of New York.



                                     A-4
<PAGE>


         Reference is hereby made to the further provisions of this Trust
Certificate set forth on the reverse hereof, which further provisions shall
for all purposes have the same effect as if set forth at this place.

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

THIS TRUST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.

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

                                   SSB RV TRUST 2001-1


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


Dated:                             By:____________________________________
                                          Authorized Signatory





                                     A-5
<PAGE>


                 OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

WILMINGTON TRUST COMPANY,                      WILMINGTON TRUST COMPANY,
as Owner Trustee                   or          as Owner Trustee

                                               By:  CITIBANK, N.A.,
                                                    as Authenticating Agent


By:                                            By:
   -------------------------                         -------------------------
     Authorized Signatory                              Authorized Signatory




                                     A-6
<PAGE>



                        [REVERSE OF TRUST CERTIFICATE]

         The Trust Certificates do not represent an obligation of, or an
interest in, the Depositor, the Servicer, the Owner Trustee or any affiliates
of any of them and no recourse may be had against such parties or their
assets, except as expressly set forth or contemplated herein or in the Trust
Agreement or the Basic Documents. In addition, this Trust Certificate is not
guaranteed by any governmental agency or instrumentality and is limited in
right of payment to certain collections and recoveries with respect to the
Receivables (and certain other amounts), all as more specifically set forth
herein and in the Sale and Servicing Agreement. A copy of each of the Sale and
Servicing Agreement and the Trust Agreement may be examined by any
Certificateholder upon written request during normal business hours at the
principal office of the Depositor and at such other places, if any, designated
by the Depositor.

         The Trust Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor and the rights of Certificateholders under the
Trust Agreement at any time by the Depositor and the Owner Trustee with the
consent of the Holders of the Trust Certificates and the Notes, each voting as
a class, evidencing not less than a majority of the Percentage Interests and
the outstanding principal balance of the Notes of each class. Any such consent
by the Holder of this Trust Certificate shall be conclusive and binding on
such Holder and on all future Holders of this Trust Certificate and of any
Trust Certificate issued upon the transfer hereof or in exchange herefor or in
lieu hereof, whether or not notation of such consent is made upon this Trust
Certificate. The Trust Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of
the Trust Certificates.

         As provided in the Trust Agreement and subject to certain limitations
therein set forth, the transfer of this Trust Certificate is registerable in
the Certificate Register upon surrender of this Trust Certificate for
registration of transfer at the offices or agencies of the Certificate
Registrar designated by the Owner Trustee in the Borough of Manhattan, The
City of New York, accompanied by a written instrument of transfer in form
satisfactory to the Owner Trustee and the Certificate Registrar duly executed
by the Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Trust Certificates of authorized denominations
evidencing the same aggregate interest in the Trust will be issued to the
designated transferee. The initial Certificate Registrar appointed under the
Trust Agreement is Citibank, N.A.

         Except as provided in the Trust Agreement, the Trust Certificates are
issuable only as registered Trust Certificates. As provided in the Trust
Agreement and subject to certain limitations therein set forth, Trust
Certificates are exchangeable for new Trust Certificates of authorized
denominations evidencing the same aggregate denomination, as requested by the
Certificateholder surrendering the same. No service charge will be made for
any such registration of transfer or exchange, but the Owner Trustee or the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or governmental charge payable in connection therewith.

         The Owner Trustee, the Certificate Registrar and any agent of the
Owner Trustee or the Certificate Registrar may treat the Person in whose name
this Trust Certificate is registered as


                                     A-7
<PAGE>


the owner hereof for all purposes, and none of the Owner Trustee, the
Certificate Registrar or any such agent shall be affected by any notice to the
contrary.

         The obligations and responsibilities created by the Trust Agreement
and the Trust created thereby shall terminate upon the payment to
Certificateholders of all amounts required to be paid to them pursuant to the
Trust Agreement and the Sale and Servicing Agreement and the disposition of
all property held as part of the Trust Estate. The Servicer of the Receivables
and, under certain circumstances, Certificateholders may at their option
purchase the Trust Estate at a price specified in the Sale and Servicing
Agreement, and such purchase of the Receivables and other property of the
Trust will effect early retirement of the Trust Certificates; provided,
however, that such right of purchase is exercisable only as of the last day of
any Collection Period as of which the Pool Balance is less than or equal to
10% of the Original Pool Balance.

         The Trust Certificates may not be acquired by (a) an employee benefit
plan (as defined in Section 3(3) of ERISA) that is subject to the provisions
of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or
(c) any entity whose underlying assets include plan assets by reason of a
plan's investment in the entity or which uses plan assets to acquire Trust
Certificates (each, a "Benefit Plan"). By accepting and holding this Trust
Certificate, the Holder hereof shall be deemed to have represented and
warranted that it is not a Benefit Plan.




                                     A-8
<PAGE>


                                  ASSIGNMENT

         FOR VALUE RECEIVED the undersigned hereby sells, assigns and
transfers unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE


-------------------------------------------------------------------------------
(Please print or type name and address, including postal zip code, of assignee)

the within Trust Certificate, and all rights thereunder, and hereby
irrevocably constitutes and appoints , ___________________, attorney, to
transfer said Trust Certificate on the books of the Certificate Registrar,
with full power of substitution in the premises.

Dated:                               -----------------------------
                                          Signature Guaranteed:

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


-----------
*/   NOTICE: The signature to this assignment must correspond with the name of
     the registered owner as it appears on the face of the within Trust
     Certificate in every particular, without alteration, enlargement or any
     change whatever. Such signature must be guaranteed by an "eligible
     guarantor institution" meeting the requirements of the Certificate
     Registrar, which requirements include membership or participation in
     STAMP or such other "signature guarantee program" as may be determined by
     the Certificate Registrar in addition to, or in substitution for, STAMP,
     all in accordance with the Securities Exchange Act of 1934, as amended.




                                     A-9
<PAGE>


                                                                     EXHIBIT B


                         FORM OF CERTIFICATE OF TRUST

                                      OF

                              SSB RV TRUST 2001-1

         THIS Certificate of Trust of SSB RV Trust 2001-1 (the "Trust") is
being duly executed and filed on behalf of the Trust by the undersigned, as
trustee, to form a business trust under the Delaware Business Trust Act (12
Del. C. ss.3801 et seq.) (the "Act").
-------         -- ---

         1. Name. The name of the business trust formed hereby is SSB RV Trust
2001-1.

         2. Delaware Trustee. The name and business address of the trustee of
the Trust in the State of Delaware are Wilmington Trust Company, Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 19890, Attention:
Corporate Trust Administration.

         3. Effective Date. This Certificate of Trust shall be effective upon
filing.

         IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Trust in accordance with Section 3811(a)(1) of the Act.

                                 WILMINGTON TRUST COMPANY,
                                   not in its individual capacity but
                                   solely as trustee


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




                                     B-1
<PAGE>



                                                                     EXHIBIT C


                        FORM OF TRANSFEROR CERTIFICATE

                                    [DATE]

SSB Vehicle Securities Inc.
390 Greenwich Street
New York, New York  10013

Wilmington Trust Company, as Owner Trustee
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
Attention: Corporate Trust Administration

Citibank, N.A.
111 Wall Street
14th Floor, Zone 3
New York, New York 10005

         Re:  SSB RV Trust 2001-1
              -------------------

Ladies and Gentlemen:

         In connection with our disposition of the above-referenced Asset
Backed Certificates (the "Certificates") we certify that (a) we understand
that the Certificates have not been registered under the Securities Act of
1933, as amended (the "Act"), and are being transferred by us in a transaction
that is exempt from the registration requirements of the Act and (b) we have
not offered or sold any Certificates to, or solicited offers to buy any
Certificates from, any person, or otherwise approached or negotiated with any
person with respect thereto, in a manner that would be deemed, or taken any
other action which would result in, a violation of Section 5 of the Act.

                                 Very truly yours,

                                 [NAME OF TRANSFEROR]


                                 By:
                                    --------------------------------
                                          Authorized Officer




                                     C-1
<PAGE>


                                                                     EXHIBIT D


                           FORM OF INVESTMENT LETTER

SSB Vehicle Securities Inc.
390 Greenwich Street
New York, New York  10013

Wilmington Trust Company, as Owner Trustee
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
Attention: Corporate Trust Administration

Citibank, N.A.
111 Wall Street
14th Floor, Zone 3
New York, New York 10005

Ladies and Gentlemen:

         In connection with our proposed purchase of a ____% percentage
interest in the Asset Backed Certificates (the "Certificates") of SSB RV Trust
2001-1 (the "Issuer"), we confirm that:

                  1. We understand that the Certificates have not been
         registered under the Securities Act of 1933, as amended (the "1933
         Act"), and may not be sold except as permitted in the following
         sentence. We understand and agree, on our own behalf and on behalf of
         any accounts for which we are acting as hereinafter stated, (x) that
         such Certificates are being offered only in a transaction not
         involving any public offering within the meaning of the 1933 Act and
         (y) that such Certificates may be resold, pledged or transferred only
         (i) to the Depositor, (ii) to an "accredited investor" as defined in
         Rule 501(a)(1),(2),(3) or (7) (an "Accredited Investor") under the
         1933 Act acting for its own account (and not for the account of
         others) or as a fiduciary or agent for others (which others also are
         Accredited Investors unless the holder is a bank acting in its
         fiduciary capacity) that executes a certificate substantially in the
         form hereof, (iii) so long as such Certificate is eligible for resale
         pursuant to Rule 144A under the 1933 Act ("Rule 144A"), to a person
         whom we reasonably believe after due inquiry is a "qualified
         institutional buyer" as defined in Rule 144A, acting for its own
         account (and not for the account of others) or as a fiduciary or
         agent for others (which others also are "qualified institutional
         buyers") to whom notice is given that the resale, pledge or transfer
         is being made in reliance on Rule 144A or (iv) in a sale, pledge or
         other transfer made in a transaction otherwise exempt from the
         registration requirements of the 1933 Act, in which case the Owner
         Trustee shall require that both the prospective transferor and the
         prospective transferee certify to the Owner Trustee and the Depositor
         in writing the facts surrounding such transfer, which certification
         shall be in form and substance satisfactory to the Owner Trustee and
         the Depositor. Except in the case of a transfer described in



                                      D-1
<PAGE>


         clauses (i) or (iii) above, the Owner Trustee shall require
         a written opinion of counsel (which will not be at the expense of the
         Depositor, any affiliate of the Depositor or the Owner Trustee)
         satisfactory to the Depositor and the Owner Trustee be delivered to
         the Depositor and the Owner Trustee to the effect that such transfer
         will not violate the 1933 Act, in each case in accordance with any
         applicable securities laws of any state of the United States. We will
         notify any purchaser of the Certificates from us of the above resale
         restrictions, if then applicable. We further understand that in
         connection with any transfer of the Certificates by us that the
         Depositor and the Owner Trustee may request, and if so requested we
         will furnish such certificates and other information as they may
         reasonably require to confirm that any such transfer complies with
         the foregoing restrictions.

                  2.             [CHECK ONE]

   / /   (a) We are an "accredited investor" (as defined in Rule
         501(a)(1),(2),(3) or (7) of Regulation D under the 1933 Act) acting
         for our own account (and not for the account of others) or as a
         fiduciary or agent for others (which others also are Accredited
         Investors unless we are a bank acting in its fiduciary capacity). We
         have such knowledge and experience in financial and business matters
         as to be capable of evaluating the merits and risks of our investment
         in the Certificates, and we and any accounts for which we are acting
         are each able to bear the economic risk of our or their investment
         for an indefinite period of time. We are acquiring the Certificates
         for investment and not with a view to, or for offer and sale in
         connection with, a public distribution.

   / /   (b) We are a "qualified institutional buyer" as defined under Rule
         144A under the 1933 Act and are acquiring the Certificates for our
         own account (and not for the account of others) or as a fiduciary or
         agent for others (which others also are "qualified institutional
         buyers"). We are familiar with Rule 144A under the 1933 Act and are
         aware that the seller of the Certificates and other parties intend to
         rely on the statements made herein and the exemption from the
         registration requirements of the 1933 Act provided by Rule 144A.

                  3. We are not (i) an employee benefit plan (as defined in
         Section 3(3) of the Employee Retirement Income Security Act of 1974,
         as amended ("ERISA")) that is subject to the provisions of Title I of
         ERISA, (ii) a plan described in Section 4975(e)(1) of the Code or
         (iii) any entity whose underlying assets include plan assets by
         reason of a plan's investment in the entity (each, a "Benefit Plan").
         We hereby acknowledge that no transfer of any Certificate shall be
         permitted to be made to any person unless the Owner Trustee has
         received (i) a certificate from such transferee to the effect of the
         preceding sentence, or (ii) an opinion of counsel satisfactory to the
         Owner Trustee to the effect that the purchase and holding of any such
         Certificate will not constitute or result in the assets of the Issuer
         being deemed to be "plan assets" and subject to the prohibited
         transaction provisions of ERISA or Section 4975 of the Code and will
         not subject the Owner Trustee, the Indenture Trustee or the Depositor
         to any obligation in addition to those undertaken in the Basic
         Documents with respect to the Certificates (provided, however, that
         the Owner Trustee will not require such certificate or opinion in the
         event that, as a result of change of law or otherwise, counsel
         satisfactory to the Owner Trustee has rendered an opinion to



                                      D-2
<PAGE>


         the effect that the purchase and holding of any such
         Certificate by a Benefit Plan or a Person that is purchasing or
         holding any such Certificate with the assets of a Benefit Plan will
         not constitute or result in a prohibited transaction under ERISA or
         Section 4975 of the Code).

                  4. We understand that the Depositor, the Owner Trustee, the
         Issuer, Salomon Smith Barney Inc. and others will rely upon the truth
         and accuracy of the foregoing acknowledgments, representations and
         agreements, and we agree that if any of the acknowledgments,
         representations and warranties deemed to have been made by us by our
         purchase of the Certificates, for our own account or for one or more
         accounts as to each of which we exercise sole investment discretion,
         are no longer accurate, we shall promptly notify the Depositor, the
         Owner Trustee and Salomon Smith Barney Inc.

                  5. You are entitled to rely upon this letter and you are
         irrevocably authorized to produce this letter or a copy hereof to any
         interested party in any administrative or legal proceeding or
         official inquiry with respect to the matters covered hereby.

                                    Very truly yours,

                                    [NAME OF PURCHASER]


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

                                    Date:
                                         ----------------------------------