Exhibit 10.2

                                                               EXECUTION COPY



                        RECEIVABLES PURCHASE AGREEMENT



                                    between



                         FIFTH THIRD AUTO FUNDING LLC,

                                  as Seller,

                                      and



                      CITIGROUP VEHICLE SECURITIES INC.,

                                 as Depositor



                           Dated as of June 1, 2004




<PAGE>


                               Table of Contents
                                                                          Page

                                   Article I
                        Definitions and Interpretation

Section 1.01.  Capitalized terms.............................................1
Section 1.02.  Other Definitional and Interpretive Provisions................2

                                  Article II
                     Conveyance of Seller Conveyed Assets

Section 2.01.  Conveyance of Seller Conveyed Assets..........................2
Section 2.02.  The Closing...................................................4

                                  Article III
                        Representations and Warranties

Section 3.01.  Representations and Warranties of the Depositor...............5
Section 3.02.  Representations and Warranties of the Seller..................6

                                  Article IV
                                  [Reserved]


                                   Article V
                            Covenants of the Seller

Section 5.01.  Protection of Right, Title and Interest.......................8
Section 5.02.  Other Liens or Interests......................................8
Section 5.03.  Costs and Expenses............................................9

                                  Article VI
                           Miscellaneous Provisions

Section 6.01.  Obligations of Seller.........................................9
Section 6.02.  Repurchase Events.............................................9
Section 6.03.  Depositor Assignment of Repurchased Receivables...............9
Section 6.04.  Transfer to the Issuer.......................................10
Section 6.05.  Amendment....................................................10
Section 6.06.  Waivers......................................................11
Section 6.07.  Notices......................................................11
Section 6.08.  Costs and Expenses...........................................11
Section 6.09.  Representations of the Seller and the Depositor..............11
Section 6.10.  Confidential Information.....................................12
Section 6.11.  Headings and Cross-References................................12
Section 6.12.  GOVERNING LAW................................................12
Section 6.13.  Counterparts.................................................12



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Section 6.14.  Severability.................................................12
Section 6.15.  Further Assurances...........................................12
Section 6.16.  Waiver of Immunity...........................................12
Section 6.17.  Third Party Beneficiary......................................13
Section 6.18.  No Proceedings...............................................13


Exhibit A      Representations and Warranties with respect to the Receivables
Exhibit B      Representations, Warranties and Covenants related to Security
               Interest Matters
Schedule I     Final Schedule of Receivables


                                      ii


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         This RECEIVABLES PURCHASE AGREEMENT dated as of June 1, 2004, is
between FIFTH THIRD AUTO FUNDING LLC, a Delaware limited liability company,
as seller (the "Seller") and CITIGROUP VEHICLE SECURITIES INC., a Delaware
corporation, as depositor (the "Depositor").

                                   RECITALS

         WHEREAS, the Seller has purchased certain motor vehicle retail
installment sale contracts and motor vehicle installment loan notes secured by
new and used automobiles, light duty trucks, vans, minivans and sport utility
vehicles from Fifth Third Bank, a Michigan banking corporation ("Fifth Third
(Michigan)");

         WHEREAS, the Seller and the Depositor wish to set forth the terms
pursuant to which such contracts and loan notes are to be sold by the Seller
to the Depositor;

         WHEREAS, the Depositor intends, concurrently with its purchase
hereunder, to convey all of its right, title and interest in and to all of
such contracts and loan notes to Fifth Third Auto Trust 2004-A (the "Issuer")
pursuant to a Sale and Servicing Agreement dated as of June 1, 2004 (as
amended, restated or otherwise modified from time to time, the "Sale and
Servicing Agreement"), by and among the Issuer, the Depositor, the Seller,
Fifth Third Bank, an Ohio banking corporation, as Servicer, as Administrator
and as Custodian, and The Bank of New York, a New York banking corporation, as
indenture trustee (the "Indenture Trustee"); and

         WHEREAS, the Issuer intends to pledge all of its right, title and
interest in and to such contracts and loan notes to the Indenture Trustee
pursuant to the Indenture dated as of June 1, 2004 (as amended, restated or
otherwise modified from time to time, the "Indenture"), by and between the
Issuer and the Indenture Trustee.

         NOW, THEREFORE, in consideration of the foregoing, other good and
valuable consideration and the mutual terms and covenants contained herein,
the parties hereto agree as follows:

                                  Article I

                        Definitions and Interpretation

         Section 1.01.  Capitalized terms.

         Capitalized terms used in this Agreement and not otherwise defined in
this Agreement shall have the meanings assigned thereto in Section 1.01 of the
Sale and Servicing Agreement. As used in this Agreement, the following terms
shall, unless the context otherwise requires, have the following meanings:

         "Agreement" means this Receivables Purchase Agreement, as amended,
restated or otherwise modified from time to time.

         "Receivables" means the Receivables listed on Schedule I hereto
(which Schedule may be in the form of microfiche or electronic format).



<PAGE>



         "Sale and Servicing Agreement" has the meaning set forth in the
recitals.

         "Schedule of Receivables" means the list of Receivables annexed
hereto as Schedule I (which Schedule may be in the form of microfiche or
electronic format).

         Section 1.02.  Other Definitional and Interpretive Provisions.

         (a)    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.

         (b)    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 GAAP. 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 GAAP, the
definitions contained in this Agreement or in any such certificate or other
document shall control.

         (c)    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".

         (d)    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.

         (e)    Any agreement, instrument, rule, regulation or statute defined
or referred to herein or in any instrument or certificate delivered in
connection herewith means such agreement, instrument, rule, regulation or
statute as from time to time amended, restated, 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.

                                  Article II

                     Conveyance of Seller Conveyed Assets

         Section 2.01.  Conveyance of Seller Conveyed Assets.

         (a)    In consideration of the Depositor's delivery to or upon the
order of the Seller on the Closing Date of (i) $714,782,619.55 in same day
funds, minus an expense reimbursement amount of $90,986 (the "Expense
Reimbursement Amount"), (ii) $20,625,000 in aggregate principal amount of
Class B Notes and (iii) the Certificates (collectively, the "Purchase Price"),
the Seller does hereby sell, transfer, assign, set over and otherwise convey
to the



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Depositor on the Closing Date, without recourse (subject to the obligations of
the Seller set forth herein) all right, title, and interest of the Seller in
and to:

               (i) the Receivables and all monies received thereon after the
          Cutoff Date;

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

               (iii) any Liquidation Proceeds and any other proceeds with
          respect to the Receivables from any extended warranty, theft and
          physical damage, credit life, disability or other insurance policy
          covering Receivables, Financed Vehicles or Obligors, including any
          vendor's single interest or other collateral protection insurance
          policy and Fifth Third GAP protection;

               (iv) any property that shall have secured a Receivable and that
          shall have been acquired by or on behalf of the Banks or the Seller;

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

               (vi) all proceeds from any Receivable purchased or repurchased
          by a Dealer pursuant to a Dealer Agreement;

               (vii) all of the Seller's rights (but none of its obligations)
          under the Transfer and Sale Agreement;

               (viii) all accounts, money, chattel paper, securities,
          instruments, documents, deposit accounts, certificates of deposit,
          letters of credit, advices of credit, banker's acceptances,
          uncertificated securities, general intangibles, contract rights,
          goods and other property consisting of, arising from or relating to
          any and all of the foregoing; and

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

         The Expense Reimbursement Amount shall reimburse the Depositor for
the Depositor's Securities and Exchange Commission registration statement fees
and the Depositor's registration statement administration fees allocable to
the Trust. The Seller shall pay, and be billed directly for, all reasonable
expenses incurred by the Depositor in connection with the issuance of the
Notes and the Certificates, including printing fees incurred in connection
with the prospectus relating to the Notes, blue sky registration fees and
expenses, fees and expenses of Depositor's counsel, fees of the Rating
Agencies, applicable accountant's fees and expenses and the fees and expenses
of the Indenture Trustee, the Owner Trustee and their respective counsel and
other out-of-pocket costs, if any. If the Depositor shall determine that the
Expense Reimbursement Amount is not sufficient to reimburse the Depositor for
all expenses incurred by it that are subject to reimbursement by the Seller
hereunder as described above, the Seller shall promptly reimburse the
Depositor for such additional amounts upon notice by the Depositor to the
Seller.



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        (b)     The Seller and the Depositor intend that the transfer of assets
by the Seller to the Depositor pursuant to this Agreement be a sale of the
ownership interest in such assets to the Depositor (for all non-tax purposes),
rather than the mere granting of a security interest to secure a borrowing and
in furtherance thereof:

               (i) the Seller and the Depositor shall record each such
          transfer as a sale or purchase (as the case may be) on its books and
          records for legal purposes;

               (ii) the Seller Conveyed Assets shall be deemed to no longer be
          the property, assets or rights of the Seller; the Seller, its
          creditors, or, in any Insolvency Proceeding with respect to the
          Seller or the Seller's property, a bankruptcy trustee, conservator,
          receiver, debtor, debtor in possession or similar person, shall have
          no rights, legal or equitable, whatsoever to reacquire, reclaim,
          recover, repudiate, disaffirm, redeem or recharacterize as property
          of the Seller, in whole or in part, the Seller Conveyed Assets; and

               (iii) in the event of an Insolvency Proceeding with respect to
          the Seller or the Seller's property, such Seller Conveyed Assets
          shall not be deemed to be part of the Seller's property, assets,
          rights or estate.

         (c)    In the event that the transfer of assets by the Seller to the
Depositor pursuant to this Agreement is deemed not to be a sale (for non-tax
purposes) but to be of a mere security interest to secure a borrowing, the
Seller hereby grants to the Depositor a security interest in all of the
Seller's right, title and interest in, to and under, whether now owned or
existing or hereafter acquired or arising, the Seller Conveyed Assets which
security interest shall be perfected and of first priority, and this Agreement
shall constitute a security agreement under applicable law.

         (d)    Pursuant to the Sale and Servicing Agreement and Section 6.04
hereof, the Depositor may sell, transfer and assign to the Issuer (i) all or
any portion of the Seller Conveyed Assets assigned to the Depositor hereunder,
(ii) all or any portion of the Depositor's rights against the Seller under
this Agreement and (iii) all proceeds thereof. Such assignment may be made by
the Depositor with or without an assignment by the Depositor of its rights
under this Agreement, and without further notice to or acknowledgement from
the Seller. The Seller waives, to the extent permitted under applicable law,
all claims, causes of action and remedies, whether legal or equitable
(including any right of setoff), against the Depositor or any assignee of the
Depositor relating to such action by the Depositor in connection with the
transactions contemplated by the Sale and Servicing Agreement. Notwithstanding
anything herein to the contrary, nothing in this Section shall limit any
contractual rights in this Agreement or any other document executed in
connection with this Agreement that require or permit the transfer or return
of the Seller Conveyed Assets to the Seller.

         Section 2.02.  The Closing.

         The sale and purchase of the Seller Conveyed Assets shall take place
at a closing at the offices of Sidley Austin Brown & Wood LLP, 787 Seventh
Avenue, New York, New York



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10019 on the Closing Date, simultaneously with the closing under the Transfer
and Sale Agreement, the Sale and Servicing Agreement and the Indenture.

                                 Article III

                        Representations and Warranties

         Section 3.01.  Representations and Warranties of the Depositor.

           The Depositor hereby represents and warrants as follows to the
Seller as of the date hereof and the Closing Date:

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

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

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

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

         (e)    No Violation. The consummation of the transactions contemplated
by this Agreement and the other Basic Documents to which it is a party and the
fulfillment of the terms hereof and thereof 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 or both) a default under, the charter 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; or result in the
creation or imposition of any Lien upon any of its properties pursuant to the
terms of any such indenture, agreement, mortgage, deed of trust or other
instrument, other than this Agreement and the other Basic Documents; or
violate any law, rules or regulation applicable to the Depositor of any court
or federal or state regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over the Depositor.



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

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

         Section 3.02.  Representations and Warranties of the Seller.

         The Seller hereby represents and warrants as follows to the Depositor
as of the date hereof and as of the Closing Date:

         (a)    Organization and Good Standing. The Seller has been duly
organized and is validly existing as a limited liability company in good
standing under the laws of the State of Delaware, and has, in all material
respects, the power to own its assets and to transact the business in which it
is currently engaged. The Seller is duly qualified to do business as a foreign
limited liability company, has obtained all necessary licenses and approvals
and is in good standing in each jurisdiction where the failure to be so
authorized would materially and adversely affect the validity and
enforceability of, or the ability of the Seller to perform its obligations
under, the Basic Documents or affect the enforceability or collectibility of
the Receivables or any other Seller Conveyed Assets (other than a de minimis
portion thereof).

         (b)    Power and Authority. The Seller has the power and authority to
make, execute and deliver this Agreement and the other Basic Documents to
which the Seller is a party and to carry out their respective terms, and has
taken all necessary limited liability company action to authorize the
execution, delivery and performance of this Agreement and the other Basic
Documents to which the Seller is a party. When executed and delivered, this
Agreement and the other Basic Documents to which the Seller is a party will
constitute legal, valid and binding obligations of the Seller enforceable in
accordance with their respective terms, except as enforcement of such terms
may be limited by bankruptcy, insolvency, reorganization or similar laws
affecting the enforcement of creditors' rights generally and by the
availability of equitable remedies.

         (c)    No Violation. The consummation of the transactions contemplated
by this Agreement and the other Basic Documents to which the Seller is a party
and the fulfillment of their respective terms shall not conflict with, result
in any breach of any of the terms and provisions of, or constitute (with or
without notice or lapse of time or both) a default under, the certificate of
incorporation or bylaws of the Seller, or any material indenture, agreement,




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mortgage, deed of trust or other instrument to which the Seller is a party or
by which it is bound; or result in the creation or imposition of any Lien upon
any of its properties pursuant to the terms of any such indenture, agreement,
mortgage, deed of trust or other instrument, other than this Agreement and the
other Basic Documents (other than conflicts, breaches or Liens which do not
affect the legality, validity or enforceability of any of the Basic Documents
and which, individually or in the aggregate, would not materially and
adversely affect the transactions contemplated by, or the Seller's ability to
perform its obligations under, the Basic Documents), or violate any law,
order, agreement, rule or regulation applicable to the Seller of any court or
federal or state regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Seller or any of its properties.

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

         (e)    No Consents. The Seller is not required to obtain the consent
of any other party or any consent, license, approval, registration,
authorization, or declaration of or with any governmental authority, bureau or
agency in connection with the execution, delivery, performance, validity, or
enforceability of this Agreement or any other Basic Document to which it is a
party, other than (i) UCC filings, (ii) approvals and authorizations that have
previously been obtained and filings that have previously been made and (iii)
approvals, authorizations or filings that, if not obtained or made, would not
have a material adverse effect on the enforceability or collectibility of the
Receivables and would not have a material adverse effect on the ability of the
Seller to perform its obligations under the Basic Documents.

         (f)    No Notice. The Seller represents and warrants that it acquired
title to the Receivables in good faith, without notice of any adverse claim.

         (g)    Computer Files Marked. The Seller has, on or prior to the
Closing Date, clearly and unambiguously indicated or caused to be indicated in
the computer files of the Seller, the Transferor, the Servicer and any other
applicable Bank that the Receivables have been sold to the Depositor pursuant
to this Agreement.

         (h)    The Receivables. The Seller makes the representations and
warranties set forth on Exhibit A with respect to the Receivables, on which
the Depositor relies in accepting the Receivables and in transferring the
Receivables to the Issuer under the Sale and Servicing Agreement, and on which
the Issuer relies in pledging the same to the Indenture Trustee. Such
representations and warranties speak as of the Closing Date, or if so
specified therein, as of the Cutoff Date, but shall survive the sale, transfer
and assignment of the Receivables to the Depositor, the subsequent sale,
transfer and assignment of the Receivables by the Depositor to




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the Issuer pursuant to the Sale and Servicing Agreement and the pledge of the
Receivables by the Issuer to the Indenture Trustee pursuant to the Indenture.

         (i)    Perfection Representations. The Seller makes all of the
representations, warranties and covenants set forth in Exhibit B.

                                  Article IV

                                  [Reserved]

                                  Article V

                            Covenants of the Seller

         The Seller agrees with the Depositor as follows:

         Section 5.01.  Protection of Right, Title and Interest.

         (a)    Filings. The Seller shall cause at its own expense all
financing statements and continuation statements and any other necessary
documents covering the right, title and interest of the Depositor in and to
the Seller Conveyed Assets to be promptly filed and at all times to be kept
recorded, registered and filed, all in such manner and in such places as may
be required by law fully to preserve and protect the right, title and interest
of the Depositor, the Issuer and the Indenture Trustee in the Seller Conveyed
Assets. The Seller shall deliver to the Depositor and the Indenture Trustee
file stamped copies of, or filing receipts for, any document recorded,
registered or filed as provided above, as soon as available following such
recordation, registration or filing. The Depositor shall cooperate fully with
the Seller in connection with the obligations set forth above and will execute
any and all documents reasonably required to fulfill the intent of this
paragraph.

         (b)    Name Change. If the Seller makes any change in its name,
identity, jurisdiction of organization, organizational structure or mailing
address in any manner that would make any financing statement or continuation
statement filed in accordance with this Agreement "seriously misleading"
within the meaning of Section 9-506, 9-507 or 9-508 of the UCC, the Seller
shall give the Depositor, the Indenture Trustee and the Owner Trustee written
notice thereof at least five days prior to such change and shall promptly file
such financing statements or amendments as may be necessary to continue the
perfection of the Depositor's, the Issuer's and the Indenture Trustee's
interest in the Seller Conveyed Assets.

         Section 5.02.  Other Liens or Interests.

         Except for the conveyances and grants of security interests hereunder
and/or pursuant to the other Basic Documents, the Seller shall not sell,
pledge, assign or transfer to any Person, or grant, create, incur, assume, or
suffer to exist any Lien on, or any interest in, to or under the Seller
Conveyed Assets, and the Seller shall defend the right, title and interest of
the Depositor, the Issuer and the Indenture Trustee in, to and under the
Seller Conveyed Assets against all claims of third parties claiming through or
under the Seller.




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         Section 5.03.  Costs and Expenses.

         The Seller agrees to pay all reasonable costs and disbursements in
connection with the perfection, as against all third parties claiming through
or under the Seller, of the Depositor's, the Issuer's and the Indenture
Trustee's right, title and interest in and to the Seller Conveyed Assets and
the other property included in the Trust Estate.

                                  Article VI

                           Miscellaneous Provisions

         Section 6.01.  Obligations of Seller.

         The obligations of the Seller under this Agreement shall not be
affected by reason of any invalidity, illegality or irregularity of any Seller
Conveyed Asset.

         Section 6.02.  Repurchase Events.

         The Seller hereby covenants and agrees with the Depositor for the
benefit of the Depositor, the Indenture Trustee, the Issuer, the Owner
Trustee, the Certificateholders and the Noteholders that the occurrence of a
breach of any of the Seller's representations and warranties contained in
Section 3.02(h) that materially and adversely affects the interest of the
Depositor, the Issuer, the Indenture Trustee or the Noteholders shall
constitute an event obligating the Seller to repurchase the Receivables to
which such breach is applicable, from the Depositor or the Issuer, as
applicable, unless any such breach shall have been cured by the end of the
Collection Period which includes the 60th day (or, if the Seller elects, an
earlier date) after the date that a Responsible Officer of the Seller became
aware or was notified of such breach. Any such breach will not be deemed to
have a material and adverse effect if such breach does not affect the receipt
of timely payment on such Receivable. Any such purchase by the Seller shall be
at a price equal to the Purchase Amount of such Receivable. The obligation of
the Seller to repurchase under this Section 6.02 shall not be dependent upon
the actual knowledge of the Seller of any breached representation or warranty
and shall exist without regard to any limitation set forth in any
representation or warranty concerning the knowledge of the Seller as to the
facts stated therein. The sole remedy against the Seller of the Depositor, the
Indenture Trustee, the Issuer, the Owner Trustee, the Certificateholders or
the Noteholders with respect to a breach of the Seller's representations and
warranties set forth in Section 3.02(h) of this Agreement shall be to require
repurchases by the Seller of Receivables pursuant to this Section 6.02 and
Section 3.03 of the Sale and Servicing Agreement; provided that this Section
6.02 shall not limit the right of the Depositor, the Issuer, the Owner Trustee
and the Indenture Trustee to enforce (or to cause the Seller to enforce) the
obligations of Fifth Third (Michigan) pursuant to the Transfer and Sale
Agreement.

         Section 6.03.  Depositor Assignment of Repurchased Receivables.

         With respect to all Receivables repurchased by the Seller pursuant to
this Agreement, the Depositor shall assign, without recourse, representation
or warranty, to the Seller all of the




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Depositor's right, title and interest in and to such Receivables and all
security and documents relating thereto.

         Section 6.04.  Transfer to the Issuer.

         The Seller acknowledges and agrees that (1) the Depositor will,
pursuant to the Sale and Servicing Agreement, transfer and assign the Seller
Conveyed Assets and assign its rights under this Agreement with respect
thereto to the Issuer and, pursuant to the Indenture, the Issuer will pledge
the Seller Conveyed Assets to the Indenture Trustee, and (2) the
representations and warranties contained in this Agreement and the rights of
the Depositor under this Agreement (including, but not limited to, under
Section 6.02) are intended to benefit the Issuer, the Indenture Trustee, the
Noteholders and the Certificateholders. The Seller hereby consents to such
transfers and assignments and agrees that enforcement of a right or remedy
hereunder by the Indenture Trustee, the Owner Trustee or the Issuer shall have
the same force and effect as if the right or remedy had been enforced or
executed by the Depositor.

         Section 6.05.  Amendment.

         (a)    Any term or provision of this Agreement may be amended in
writing by the Seller and the Depositor (whose agreement to such an amendment
shall not be unreasonably withheld) without the consent of the Indenture
Trustee, the Owner Trustee, any Noteholder, any Certificateholder, the Issuer
or any other Person; provided that such amendment shall not, as evidenced by
an Opinion of Counsel delivered to the Indenture Trustee and to that effect,
materially and adversely affect the interests of the Noteholders or the
Certificateholders. An amendment shall be deemed not to materially and
adversely affect the interests of the Noteholders or the Certificateholders
and no Opinion of Counsel to that effect shall be required if the Rating
Agency Condition is satisfied with respect to such amendment.

         (b)    Any term or provision of this Agreement may be amended in
writing by the Seller and the Depositor (whose agreement to such an amendment
shall not be unreasonably withheld) without the consent of the Indenture
Trustee, the Owner Trustee, any Noteholder, any Certificateholder, the Issuer
or any other Person to add, modify or eliminate any provisions as may be
necessary or advisable in order to enable the Seller, the Depositor or any of
their respective Affiliates to comply with or obtain more favorable treatment
under any law or regulation or any accounting rule or principle, it being a
condition to any such amendment that the Rating Agency Condition shall have
been satisfied.

         (c)    Any term or provision of this Agreement may be amended in
writing by the Seller and the Depositor (whose agreement to such an amendment
shall not be unreasonably withheld) with the prior written consent of the
Indenture Trustee, Holders of Notes evidencing at least a majority of the
Outstanding Amount of the Note Balance, and Holders of Certificates evidencing
at least a majority of the percentage interests in the Certificates
(excluding, for purposes of this Section 6.05(c), Notes or Certificates held
by the Seller or any of its Affiliates), 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 (i)
reduce the interest rate or principal amount of any Note, change the timing of
distributions on any Note or delay the



                                      10
<PAGE>


Final Scheduled Distribution Date of any Note without the consent of the
Holder of such Note, (ii) reduce the percentage of the Outstanding Amount of
the Note Balance, the Holders of which are required to consent to any matter
without the consent of the Holders of at least the percentage of the
Outstanding Amount of the Note Balance that were required to consent to such
matter before giving effect to such amendment or (iii) reduce the percentage
of the interests in the Certificates, the Holders of which are required to
consent to any matter without the consent of the Holders of at least the
percentage of the interests in the Certificates that were required to consent
to such matter before giving effect to such amendment.

         Section 6.06.  Waivers.

         No failure or delay on the part of the Depositor, the Issuer or the
Indenture Trustee in exercising any power, right or remedy under this
Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any such power, right or remedy preclude any other or further
exercise thereof or the exercise of any other power, right or remedy.

         Section 6.07.  Notices.

         All demands, notices and communications under this Agreement shall be
in writing, personally delivered, faxed and followed by first class mail, or
mailed by certified mail, return receipt requested, and shall be deemed to
have been duly given upon receipt (a) in the case of the Depositor, to 390
Greenwich Street, New York, New York 10013, Attention: Myongsu Kong; (b) in
the case of the Seller, to 1850 East Paris Avenue SE, Kentwood, Michigan
49503, Attention: Paul Clemens (MD RMOB3A); (c) in the case of the Issuer or
the Owner Trustee, at the Corporate Trust Administration Department; (d) in
the case of the Indenture Trustee, at the Corporate Trust Office; (e) in the
case of Moody's Investors Service, Inc., to 99 Church Street, New York, New
York 10007, Attention: ABS Monitoring Department, and (f) in the case of
Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies,
Inc., to 55 Water Street (40th Floor), New York, New York 10041, Attention:
Asset Backed Surveillance Department; or, as to each of the foregoing, at such
other address as shall be designated by written notice to the other parties.

         Section 6.08.  Costs and Expenses.

         The Seller shall pay all expenses incident to the performance of its
obligations under this Agreement and the Seller agrees to pay all reasonable
out-of-pocket costs and expenses of the Depositor, in connection with the
perfection of the Depositor's, the Issuer's and the Indenture Trustee's right,
title and interest in and to the Seller Conveyed Assets and the enforcement of
any obligation of the Seller hereunder.

         Section 6.09.  Representations of the Seller and the Depositor.

         The respective agreements, representations, warranties and other
statements by the Seller and the Depositor set forth in or made pursuant to
this Agreement shall remain in full force and effect and will survive the
closing under Section 2.02 and the transfers and assignments referred to in
Section 6.04.




                                      11
<PAGE>



         Section 6.10.  Confidential Information.

         The Depositor agrees that it will neither use nor disclose to any
Person the names and addresses of the Obligors or any other personally
identifiable information of an Obligor, except in connection with the
enforcement of the Depositor's rights hereunder, under the Receivables, under
the Sale and Servicing Agreement or any other Basic Document, or as required
by any of the foregoing or by law.

         Section 6.11.  Headings and Cross-References.

         The various headings in this Agreement are included for convenience
only and shall not affect the meaning or interpretation of any provision of
this Agreement. References in this Agreement to section names or numbers are
to such Sections of this Agreement.

         Section 6.12.  GOVERNING LAW.

         THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS THAT
WOULD APPLY THE LAW OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK, AND
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.

         Section 6.13.  Counterparts.

         This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall constitute an
original, but all of which when taken together shall constitute but one
contract. Delivery of an executed counterpart of this Agreement by facsimile
transmission shall be effective as delivery of a manually executed counterpart
of this Agreement.

         Section 6.14.  Severability.

         In the event any one or more of the provisions contained in this
Agreement should be held invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein and therein shall not in any way be affected or impaired thereby. The
parties shall endeavor in good faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions, the economic effect
of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.

         Section 6.15.  Further Assurances.

         The Seller agrees to do and to perform from time to time any and all
acts and to execute and all further instruments required or reasonably
requested by the Depositor, the Issuer or the Indenture Trustee to effect the
purposes of this Agreement.

         Section 6.16.  Waiver of Immunity.




                                      12
<PAGE>



         To the extent that the Seller has or hereafter may acquire any
immunity (sovereign or otherwise) from any legal action, suit or proceeding,
from the jurisdiction of any court or from set-off or any legal process
(whether service of notice, attachment prior to judgment, attachment in aid of
execution of judgment, execution of judgment or otherwise) with respect to
itself or any of its property and assets, the Seller hereby irrevocably waives
and agrees not to plead or claim such immunity in respect of its obligations
under this Agreement.

         Section 6.17.  Third Party Beneficiary.

         Each of the Issuer and the Indenture Trustee is an express third
party beneficiary of this Agreement and shall be entitled to enforce the
provisions of this Agreement as if it were a party hereto.

         Section 6.18.  No Proceedings.

         Notwithstanding any prior termination of this Agreement, the parties
hereto shall not, prior to the date that is one year and one day after payment
in full of all obligations under each Financing with respect to each
Bankruptcy Remote Party, acquiesce, petition or otherwise invoke or cause any
Bankruptcy Remote Party to invoke the process of any court or government
authority for the purpose of commencing or sustaining a case against such
Bankruptcy Remote Party under any federal or state bankruptcy, insolvency or
similar law, or appointing a receiver, liquidator, assignee, trustee,
custodian, sequestrator or other similar official of such Bankruptcy Remote
Party or any substantial part of its property, or ordering the winding up or
liquidation of the affairs of such Bankruptcy Remote Party.





                                      13
<PAGE>




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

                                      FIFTH THIRD AUTO FUNDING LLC

                                      By: /s/ Paul Clemens
                                         ----------------------------------
                                           Name:  Paul Clemens
                                           Title: Senior Vice President


                                      CITIGROUP VEHICLE SECURITIES INC.

                                      By: /s/ Steven Vierengel
                                         ----------------------------------
                                           Name:  Steven Vierengel
                                           Title: Assistant Vice President




                                      14
<PAGE>


                                   EXHIBIT A

                REPRESENTATIONS AND WARRANTIES WITH RESPECT TO

                                THE RECEIVABLES

         (a)    Schedule of Receivables. The Schedule of Receivables identifies
the Receivables by account number, name of Obligor and remaining Principal
Balance of the Receivables as of the Cutoff Date and the information set forth
in the Schedule of Receivables with respect to each Receivable was true and
correct in all material respects as of the close of business on the Cutoff
Date, and no selection procedures materially adverse to the Noteholders have
been utilized in selecting the Receivables from all receivables owned by the
Banks which meet the selection criteria specified herein.

         (b)    No Sale or Transfer. No Receivable has been sold, transferred,
assigned or pledged by Fifth Third (Ohio) to any Person other than the
Transferor. No Receivable has been sold, transferred, assigned or pledged by
the Transferor to any Person other than the Seller. No Receivable has been
sold, transferred, assigned or pledged by the Seller to any Person other than
the Depositor.

         (c)    Title. Immediately prior to the Closing Date, no Receivable has
been sold, transferred, assigned or pledged to any Person other than to the
Seller pursuant to the Transfer and Sale Agreement or the Depositor pursuant
to the Receivables Purchase Agreement. Immediately prior to the transfers and
assignments contemplated by the Transfer and Sale Agreement, the Transferor
has good and marketable title to each Receivable free and clear of all Liens,
and immediately upon the transfer thereof pursuant to the Transfer and Sale
Agreement, the Seller shall have good and marketable title to each Receivable,
free and clear of all Liens. Immediately prior to the transfers and
assignments contemplated by the Receivables Purchase Agreement, the Seller has
good and marketable title to each Receivable free and clear of all Liens, and,
immediately upon the transfer thereof pursuant to the Receivables Purchase
Agreement, the Depositor shall have good and marketable title to each
Receivable, free and clear of all Liens and, immediately upon the transfer
thereof from the Depositor to the Issuer in accordance with the terms of the
Sale and Servicing Agreement and the representations and warranties of the
Depositor set forth therein (assuming the accuracy of the Depositor's
representations pursuant to Section 3.02 of the Sale and Servicing Agreement),
the Issuer shall have good and marketable title to each Receivable, free and
clear of all Liens and, immediately upon the pledge thereof from the Issuer to
the Indenture Trustee in accordance with the terms of the Indenture (assuming
the accuracy of the Depositor's representations pursuant to Section 3.02 of
the Sale and Servicing Agreement), the Indenture Trustee shall have a first
priority perfected security interest in each Receivable.

         (d)     Acquisition. Each Receivable is a Dealer Receivable acquired
directly or indirectly from or made through a Dealer located in the United
States (including the District of Columbia).

         (e)     Security. Each Receivable is secured by a new or used
automobile, light-duty truck, van, minivan or sport utility vehicle.



<PAGE>




         (f)     Maturity of Receivables. As of the Cutoff Date, each
Receivable had a remaining maturity of not less than 2 months and not greater
than 84 months, and (i) in the case of each Receivable secured by new Financed
Vehicles, had an original maturity of at least 12 months and not more than 84
months, or (ii) in the case of each Receivable secured by used Financed
Vehicles, had an original maturity of at least 12 months and not more than 84
months.

         (g)     Contract Rate. Each Receivable is a fully-amortizing fixed
rate simple interest contract or note that provides for level scheduled
monthly payments over its remaining term and, as of the Cutoff Date, had a
Contract Rate of not less than 5.498% per annum or more than 12.500% per
annum.

         (h)     No Repossessions. As of the Cutoff Date, each Receivable is
secured by a Financed Vehicle that had not been repossessed without
reinstatement of such Receivable.

         (i)     Obligor Not Subject to Bankruptcy Proceedings. Each Receivable
has been entered into by an Obligor who had not been identified in the records
of the Servicer as in bankruptcy proceedings as of the Cutoff Date.

         (j)     No Overdue Payments. As of the Cutoff Date, each Receivable
had no payment that was more than 30 days past due.

         (k)     Remaining Principal Balance. As of the Cutoff Date, each
Receivable had a remaining Principal Balance of at least $501.79 and not
greater than $121,817.54.

         (l)     No Force-Placed Insurance Premium Payments Included in
Principal Balances. As of the Cutoff Date, the outstanding Principal Balance
of the Receivable (as set forth on the Schedule of Receivables and the
computer tape regarding the receivables made available by the Transferor and
the Servicer to the Depositor) does not include (1) the amount of any premium
payable with respect to force-placed insurance or (2) the amount of any loan
to the related Obligor for the payment of any such premium.

         (m)     Receivable Files. The Receivable Files are kept at one or more
of the locations specified in Schedule II to the Transfer and Sale Agreement.

         (n)     Characteristics of Receivables. Each Receivable (i) has been
originated in the form of a credit sales transaction by a Dealer or a purchase
money loan or other note through a Dealer located in one of the States of the
United States (including the District of Columbia) for the retail financing of
a Financed Vehicle and has been fully and properly executed by the parties
thereto, (ii) if a retail installment sales contract, has been purchased by
the applicable Originator from the originating Dealer and has been validly
assigned by such Dealer to such Originator (and, if such Originator is not the
Transferor, has been validly assigned by such Originator to the Transferor) in
accordance with its terms; (iii) contains customary and enforceable provisions
such that the rights and remedies of the holder thereof are adequate for
realization against the collateral of the benefits of the security; and (iv)
provides for fully amortizing level scheduled monthly payments (provided that
the payment in the last month in the life of the Receivable may be different
from the level scheduled payment) and for accrual of interest at a fixed rate
according to the Simple Interest Method.



<PAGE>




         (o)     Compliance with Laws. Each Receivable and each sale of the
related Financed Vehicle complied at the time it was originated or made, and
complied on and after the Cutoff Date, in all material respects with all
requirements of applicable federal, state, and local laws, and regulations
thereunder, including usury laws, the Federal Truth-in-Lending Act, the Equal
Credit Opportunity Act, the Fair Credit Reporting Act, the Federal Trade
Commission Act, the Magnuson-Moss Warranty Act, Federal Reserve Board
Regulations B and Z, state adaptations of the National Consumer Act and of the
Uniform Consumer Credit Code, and any other consumer credit, equal
opportunity, and disclosure laws, in each case as applicable to such
Receivable and sale thereof, and each Receivable has been was serviced in all
material respects in compliance with all requirements of applicable federal,
state, and local laws, and regulations thereunder.

         (p)     Binding Obligation. Each Receivable constitutes the legal,
valid, and binding payment obligation in writing of the Obligor, enforceable
by the holder thereof in all material respects in accordance with its terms,
subject, as to enforcement, to applicable bankruptcy, insolvency,
reorganization, liquidation and other similar laws and equitable principles
relating to or affecting the enforcement of creditors' rights.

         (q)     No Government Obligor; Business Obligors. Each Receivable is
not due from the United States of America or any State or from any agency,
department, instrumentality or political subdivision of the United States of
America or any State or local municipality, and no more than 1.97% of the
Receivables (by aggregate Principal Balance as of the Cutoff Date) are due
from a business except to the extent that such Receivable has a personal
guaranty.

         (r)     Security Interest in Financed Vehicle. Immediately prior to
the sale and assignment thereof to the Seller as contemplated in the Transfer
and Sale Agreement, each Receivable was secured by a validly perfected first
priority security interest in the related Financed Vehicle in favor of or for
the benefit of the applicable Originator as secured party (subject to
administrative delays and clerical errors on the part of the applicable
governmental agency and to any statutory or other lien arising by operation of
law after the Closing Date which is prior to such security interest), such
Originator's security interest (or beneficial interest therein) is assignable,
and has been so assigned by such Originator to the Transferor (if such
Originator is not the Transferor), by the Transferor to the Seller, by the
Seller to the Depositor and, assuming the accuracy of the Depositor's
representations pursuant to Section 3.02 of the Sale and Servicing Agreement,
by the Depositor to the Issuer, and at such time as enforcement of such
security interest is sought, each Receivable shall be secured by a validly
perfected first priority security interest in the related Financed Vehicle for
the benefit of the Issuer (subject to administrative delays and clerical
errors on the part of the applicable governmental agency and to any statutory
or other lien arising by operation of law after the Closing Date which is
prior to such security interest).

         (s)     Receivables in Force. As of the Cutoff Date, no Receivable has
been satisfied, subordinated, or rescinded, nor has any Financed Vehicle been
released from the Lien granted by the related Receivable, in whole or in part.

         (t)     No Waiver. As of the Cutoff Date, no provision of a Receivable
has been waived in such a manner that such Receivable fails to meet all of the
representations and warranties made herein with respect thereto.



<PAGE>



         (u)     No Amendments. As of the Cutoff Date, no Receivable has been
amended except pursuant to either instruments included or to be included in
the Receivable Files (or records otherwise maintained by the Servicer in the
ordinary course of its business), and no such amendment has caused such
Receivable to fail to meet all of the representations and warranties made
herein with respect thereto.

         (v)    No Defenses. The records of the Servicer as of the Cutoff Date
do not disclose either of any facts which would give rise to any right of
rescission, setoff, counterclaim, or defense, or of the same being asserted or
threatened, with respect to any Receivable.

         (w)    No Liens. The records of the Servicer as of the Cutoff Date do
not disclose any Liens or claims that have been filed, including liens for
work, labor, materials or unpaid taxes relating to a Financed Vehicle, that
would be liens prior to, or equal or coordinate with, the lien granted by the
Receivable.

         (x)     No Default. Except for payment defaults continuing for a
period of not more than 30 days as of the close of business on the Cutoff
Date, the records of the Servicer as of the Cutoff Date did not disclose that
a default, breach, violation, or event permitting acceleration under the terms
of any Receivable exists; the records of the Servicer as of the Cutoff Date
did not disclose that a continuing condition that with notice or lapse of time
would constitute a default, breach, violation, or event permitting
acceleration under the terms of any Receivable exists; and as of the Closing
Date, the Servicer has not waived any of the foregoing. For purposes of this
representation and warranty, with respect to any Financed Vehicle that had CPI
Insurance as of the Cutoff Date, the related Obligor shall be deemed to be in
compliance with the provisions in the related Receivable requiring the Obligor
to maintain comprehensive, liability, theft and physical damage insurance
covering such Financed Vehicle.

         (y)     Insurance. Each Receivable requires that the Obligor
thereunder maintain comprehensive, liability, theft and physical damage
insurance covering the related Financed Vehicle.

         (z)     Lawful Assignment. No Receivable has been originated in, or is
subject to the laws of, any jurisdiction under which the sale, transfer, and
assignment of such Receivable under this Agreement or pursuant to transfers of
the Certificates or the Notes is unlawful, void or voidable.

         (aa)    All Filings Made. No filings (other than filings under the UCC
that have been made) or other actions are necessary in any jurisdiction to
give the Issuer a first perfected security interest in the Receivables.

         (bb)    Characterization of Receivables. Each Receivable constitutes
either "tangible chattel paper", an "account", a "payment intangible" or a
"promissory note" within the meaning of the UCC. There is no more than one
original executed copy of such Receivable, which, immediately prior to
delivery thereof to the Servicer (as custodian) for the Issuer, was in the
possession of the Seller.

         (cc)    Excluded Loans. Each Receivable is not a Receivable originated
by or through a Dealer located in the State of Maine or the Commonwealth of
Pennsylvania.


<PAGE>



         (dd)    Computer Tape. The computer tape regarding the Receivables
made available by the Transferor and the Servicer to the Depositor accurately
includes the Amount Financed, the Contract Rate, the date of origination, the
original term, the Cutoff Date Principal Balance, the scheduled monthly
payment amount, and the payments remaining as of the Cutoff Date with respect
to each Receivable.

         (ee)   Origination Date. Each Receivable was originated after
January 5, 1999.





<PAGE>



                                   EXHIBIT B

             PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS

         1. This Agreement creates a valid and continuing security interest
(as defined in UCC Section 9-102) in the Receivables in favor of the
Depositor, which security interest is prior to all other Liens, and is
enforceable as such as against creditors of and purchasers from the Seller.

         2. The Receivables constitute either "tangible chattel paper",
"accounts", "payment intangibles" or "promissory notes" within the meaning of
UCC Section 9-102.

         3. The Seller has taken all steps necessary to perfect its security
interest against the Obligors in the Financed Vehicles securing the
Receivables.

         4. The Seller owns and has good and marketable title to the
Receivables free and clear of any Lien, claim or encumbrance of any Person,
excepting only liens for taxes, assessments or similar governmental charges or
levies incurred in the ordinary course of business that are not yet due and
payable or as to which any applicable grace period shall not have expired, or
that are being contested in good faith by proper proceedings and for which
adequate reserves have been established, but only so long as foreclosure with
respect to such a lien is not imminent and the use and value of the property
to which the Lien attaches is not impaired during the pendency of such
proceeding.

         5. The Servicer has caused or will have caused, within ten days after
the effective date of the Indenture, the filing of all appropriate financing
statements in the proper filing office in the appropriate jurisdictions under
applicable law in order to perfect the sale of the Receivables from the
Transferor to the Purchaser, the sale of the Receivables from the Seller to
the Depositor, the transfer and sale of the Receivables from the Depositor to
the Issuer, and the security interest in the Receivables granted to Indenture
Trustee under the Indenture.

         6. With respect to each Receivable that constitutes tangible chattel
paper or a promissory note, such tangible chattel paper or promissory note is
in the possession of the Custodian and the Indenture Trustee has received a
written acknowledgment from the Custodian that the Custodian is holding such
tangible chattel paper or promissory note solely on behalf and for the benefit
of the Indenture Trustee.

         7. The Seller has not authorized the filing of, and is not aware of,
any financing statements against either the Seller or the Depositor that
include a description of collateral covering the Receivables, the other Seller
Conveyed Assets and proceeds related thereto other than any financing
statement (i) relating to the sale of Receivables by Fifth Third (Michigan) to
the Seller under the Transfer and Sale Agreement, (ii) relating to the sale of
Receivables by the Seller to the Depositor under this Agreement, (iii)
relating to the sale of Receivables by the Depositor to the Issuer under the
Sale and Servicing Agreement, (iv) relating to the security interest granted
to Indenture Trustee under the Indenture, or (v) that has been terminated.

         8. The Seller is not aware of any judgment, ERISA or tax Lien filings
against the Seller.



<PAGE>


         9. None of the tangible chattel paper or promissory notes that
constitute or evidence the Receivables has any marks or notations indicating
that they have been pledged, assigned or otherwise conveyed to any Person
other than Indenture Trustee.

         10. Survival of Perfection Representations. Notwithstanding any other
provision of this Agreement, the Transfer and Sale Agreement, the Sale and
Servicing Agreement, the Indenture or any other Basic Document, the Perfection
Representations contained in this Exhibit B shall be continuing, and remain in
full force and effect (notwithstanding any replacement of the Servicer or
termination of the Servicer's rights to act as such), until such time as all
obligations under this Agreement, the Transfer and Sale Agreement, the Sale
and Servicing Agreement and the Indenture have been finally and fully paid and
performed.

         11. No Waiver. The parties hereto: (i) shall not, without obtaining a
confirmation of the then-current rating of the Notes, waive any of the
Perfection Representations; (ii) shall provide the Ratings Agencies with
prompt written notice of any breach of the Perfection Representations; and
(iii) shall not, without obtaining a confirmation of the then-current rating
of the Notes (as determined after any adjustment or withdrawal of the ratings
following notice of such breach), waive a breach of any of the Perfection
Representations.




<PAGE>



                                  SCHEDULE I

                         Final Schedule of Receivables

                     [On file with the Indenture Trustee]