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                                                                    Exhibit 10.3


                        FORM OF ADMINISTRATION AGREEMENT


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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  (5)      the maintenance of an office in the Borough of
                           Manhattan, City of New York, for registration of
                           transfer or exchange of Notes (Section 3.2);

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


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

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

                  (9)      the preparation of all supplements and amendments to
                           the Indenture and all financing statements,
                           continuation statements, instruments of further
                           assurance and other instruments and the taking of
                           such other action as is necessary or advisable to
                           protect the Trust Estate (Section 3.5);

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

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

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

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

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

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

                  (16)     the monitoring of the Issuer's obligations as to the
                           satisfaction and discharge of the Indenture and the
                           preparation of an Officer's Certificate


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                           and the obtaining of the Opinions of Counsel and the
                           Independent Certificate relating thereto (Section
                           4.1);

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

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

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

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

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

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

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

                  (24)     the preparation and delivery of Issuer Orders,
                           Officer's Certificates and Opinions of Counsel and
                           all other actions necessary with respect to


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                           investment and reinvestment, to the extent permitted,
                           of funds in Trust Accounts (Sections 8.2 and 8.3);

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

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

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

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

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

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

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

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

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

         (e)      Payment of Fees by the Administrator:

                  (1)      [the Administrator will pay the Indenture Trustee
                           from time to time reasonable compensation for all
                           services rendered by the Indenture Trustee under the
                           Indenture (which compensation shall not be limited by
                           any


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                           provision of law in regard to the compensation of a
                           trustee of an express trust);] and

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

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

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

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

                  (3)      The Administrator will provide prior to __________
                           ___, 200[ ], a certificate of an Authorized Officer
                           in form and substance satisfactory promptly notify
                           the Owner Trustee as to whether any tax withholding
                           is

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                           then required and, if required, the procedures to be
                           followed with respect thereto to comply with the
                           requirements of the Code. The Administrator shall be
                           required to update the letter in each instance that
                           any additional tax withholding is subsequently
                           required or any previously required tax withholding
                           shall no longer be required.

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

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

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

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

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

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

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


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                  (5)      the removal of the Indenture Trustee.

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

                           [                                  ]
                           c/o
                              --------------------------------

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

                           -----------------------------------
                           Attention:
                                     -------------------------
                           Telephone:
                                     -------------------------
                           Telecopy:
                                    --------------------------

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         (b)      if to the Administrator, to:

                           [                                 ]
                           [                                 ]
                           [                                 ]
                           Attention:
                                     -------------------------
                           Telephone:
                                     -------------------------
                           Telecopy:
                                    --------------------------


         (c)      If to the Indenture Trustee, to:


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

                           -----------------------------------
                           Attention:
                                     -------------------------
                           Telephone:
                                     -------------------------
                           Telecopy:
                                    --------------------------

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

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

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Balance. Notwithstanding the foregoing, the Administrator may not amend this
Agreement without the consent of the Seller, which permission shall not be
unreasonably withheld.

13. Successors and Assigns. This Agreement may not be assigned by the
Administrator unless such assignment is previously consented to in writing by
the Issuer and the Owner Trustee and subject to the satisfaction of the Rating
Agency Condition in respect thereof. An assignment with such consent and
satisfaction, if accepted by the assignee, shall bind the assignee hereunder in
the same manner as the Administrator is bound hereunder. Notwithstanding the
foregoing, this Agreement may be assigned by the Administrator without the
consent of the Issuer or the Owner Trustee to a corporation or other
organization that is a successor (by merger, consolidation or purchase of
assets) to the Administrator; provided that such successor organization executes
and delivers to the Issuer, the Owner Trustee and the Indenture Trustee an
agreement in which such corporation or other organization agrees to be bound
hereunder by the terms of said assignment in the same manner as the
Administrator is bound hereunder. Subject to the foregoing, this Agreement shall
bind any successors or assigns of the parties hereto.

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

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

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

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

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

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

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obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and
entitled to the benefits of, the terms and provisions of Articles VI, VII and
VIII of the Trust Agreement.

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

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

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

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

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<PAGE>   14
         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.

                          [                                  ]

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

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


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

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


                          [                                  ], as Administrator




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



                                       14