EXHIBIT 10.2
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                                                                  EXECUTION COPY


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                        POOLING AND SERVICING AGREEMENT

                         Dated as of September 1, 1996


                                  by and among


                          ASTA AUTO RECEIVABLES COMPANY

                                    as Seller


                               ASTA FUNDING, INC.

                                   as Servicer


                                       and


                          HARRIS TRUST AND SAVINGS BANK

                    as Trustee, Custodian and Backup Servicer


                                   $23,967,605


                             ASTA AUTO TRUST 1996-1
                Automobile Receivable Pass-Through Certificates


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                                TABLE OF CONTENTS

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                                    ARTICLE I

                              CREATION OF THE TRUST

Section 1.1      Creation of the Trust ....................................   1
                                                                      
                                   ARTICLE II
                                                                      
                                   DEFINITIONS
                                                                      
Section 2.1      Definitions ..............................................   1
Section 2.2      Usage of Terms ...........................................  16
Section 2.3      References ...............................................  16
                                                                      
                                   ARTICLE III
                                                                      
                                 THE RECEIVABLES
                                                                      
Section 3.1      Conveyance of Receivables ................................  16
Section 3.2      Transfer Intended as Sale; Precautionary             
                   Security Interest ......................................  17
Section 3.3      Acceptance by Trustee ....................................  17
Section 3.4      Representations and Warranties of Seller .................  18
Section 3.5      Repurchase Upon Breach ...................................  23
Section 3.6      Custody of Receivable Files ..............................  23
Section 3.7      Duties of Custodian ......................................  26
Section 3.8      Instructions; Authority to Act ...........................  26
Section 3.9      Custodian's Indemnification ..............................  26
Section 3.10     Effective Period and Termination .........................  27
                                                                 
                                   ARTICLE IV

                   ADMINISTRATION AND SERVICING OF RECEIVABLES

Section 4.1      Duties of Servicer .......................................  27
Section 4.2      Collection and Allocation of Receivable Payments .........  27
Section 4.3      Realization Upon Receivables .............................  28
Section 4.4      Physical Damage Insurance; Other Insurance ...............  29
Section 4.5      Maintenance of Security Interests in                  
                   Financed Vehicles ......................................  29
Section 4.6      Covenants of Servicer ....................................  29
Section 4.7      Purchase of Receivables Upon Breach ......................  29
Section 4.8      Servicing Fee ............................................  30
Section 4.9      Servicer's Certificate ...................................  30
                                                                       
                                                                  
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Section 4.10     Annual Statement as to Compliance; Notice of Default .....  30
Section 4.11     Annual Independent Certified Public Accountant's Report ..  31
Section 4.12     Servicer Expenses ........................................  32
Section 4.13     Access to Certain Documentation and Information 
                   Regarding Receivables ..................................  32
Section 4.14     Preparation and Verification of Servicer's Certificate ...  32
Section 4.15     Errors and Omissions .....................................  33
                                                                            
                                    ARTICLE V
                                                                            
                 DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS

Section 5.1      Accounts .................................................  33
Section 5.2      Collections ..............................................  34
Section 5.3      Application of Collections ...............................  34
Section 5.4      Additional Deposits ......................................  34
Section 5.5      Distributions ............................................  34
Section 5.6      Reserve Account, Priority of Distributions ...............  36
Section 5.7      Simple Interest Differential Account .....................  37
Section 5.8      Statements to Certificateholders; Tax Returns ............  38
Section 5.9      Reliance on Information from the Servicer ................  40
                                                                           
                                   ARTICLE VI

                                THE CERTIFICATES

Section 6.1      The Certificates .........................................  41
Section 6.2      Appointment of Paying Agent ..............................  41
Section 6.3      Authenticating Agent .....................................  42
Section 6.4      Authentication of Certificates ...........................  43
Section 6.5      Registration of Transfer and Exchange of Certificates ....  43
Section 6.6      Mutilated, Destroyed, Lost, or Stolen Certificates .......  45
Section 6.7      Persons Deemed Owners ....................................  46
Section 6.8      Access to List of Certificateholders'                      
                   Names and Addresses ....................................  46
Section 6.9      Maintenance of Office or Agency ..........................  46
                                                                           
                                   ARTICLE VII

                                   THE SELLER

Section 7.1      Representations of Seller ................................  46
Section 7.2      Liability of Seller; Indemnities .........................  49
Section 7.3      Merger or Consolidation of, or Assumption of the 
                   Obligations of, Seller .................................  50
Section 7.4      Limitation on Liability of Seller and Others .............  51

  
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Section 7.5      Seller May Own Certificates ..............................  51
Section 7.6      Covenants of the Seller ..................................  51
Section 7.7      Enforcement by Trustee ...................................  52
Section 7.8      No Bankruptcy Petition ...................................  54
                                                                            
                                  ARTICLE VIII
                                                                            
                                  THE SERVICER
                                                                            
Section 8.1      Representations of Servicer ..............................  54
Section 8.2      Indemnities of Servicer ..................................  56
Section 8.3      Merger or Consolidation of, or Assumption of the           
                   Obligations of, Servicer or Backup Servicer ............  57
Section 8.4      Limitation on Liability of Servicer and Others ...........  58
Section 8.5      Servicer and Backup Servicer Not to Resign ...............  58
                                                                            
                                   ARTICLE IX
                                                                            
                                     DEFAULT
Section 9.1      Events of Default ........................................  58
Section 9.2      Appointment of Successor .................................  61
Section 9.3      Notification to Certificateholders .......................  62
Section 9.4      Action Upon Certain Failures of the Servicer .............  62
Section 9.5      Waiver of Past Defaults ..................................  62
                                                                            
                                    ARTICLE X
                                                                            
                                   THE TRUSTEE
                                                                            
Section 10.1     Duties of Trustee ........................................  62
Section 10.2     Trustee's Certificate ....................................  64
Section 10.3     Certain Matters Affecting Trustee ........................  64
Section 10.4     Trustee Not Liable for Certificates or Receivables .......  66
Section 10.5     Trustee May Own Certificates .............................  67
Section 10.6     Indemnity of Trustee .....................................  67
Section 10.7     Eligibility Requirements for Trustee .....................  67
Section 10.8     Resignation or Removal of Trustee ........................  68
Section 10.9     Successor Trustee ........................................  68
Section 10.10    Merger or Consolidation of Trustee .......................  69
Section 10.11    Appointment of Co-Trustee or Separate Trustee ............  69
Section 10.12    Representations and Warranties of Trustee ................  70
Section 10.13    No Bankruptcy Petition ...................................  70
Section 10.14    Trustee May Enforce Clainis Without Possession of          
                 Certificates .............................................  71


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Section 10.15    Trustee Not Liable for Losses ............................  71
Section 10.16    Application of Article X .................................  71
                                                                           
                                   ARTICLE XI
                                                                           
                                   TERMINATION
                                                                           
Section 11.1     Termination of the Trust .................................  71
Section 11.2     Optional Purchase of all Receivables .....................  72
Section 11.3     Rights upon the Occurrence of Certain Events .............  72
                                                                      
                                   ARTICLE XII

                            MISCELLANEOUS PROVISIONS

Section 12.1     Amendment ................................................  73
Section 12.2     Protection of Title to Trust .............................  74
Section 12.3     Limitation on Rights of Certificateholders ...............  77
Section 12.4     Governing Law ............................................  77
Section 12.5     Notices ..................................................  77
Section 12.6     Severability of Provisions ...............................  78
Section 12.7     Assignment ...............................................  78
Section 12.8     Certificates Nonassessable and Fully Paid ................  78
Section 12.9     Nonpetition Covenant .....................................  78
Section 12.10    Third Party Beneficiaries ................................  79
Section 12.11    Agent for Service ........................................  79
Section 12.12    Tax Treatment ............................................  79
Section 12.13    Seller's Partnership Interest ............................  79
Section 12.14    Liabilities ..............................................  79
Section 12.15    Withholding ..............................................  80
                                                                          

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EXHIBITS

      Exhibit A     Form of Class A Certificate
      Exhibit B     Form of Class B Certificate
      Exhibit C     Form of Class C Certificate
      Exhibit D-1   Form of Trustee's Certificate (Seller)
      Exhibit D-2   Form of Trustee's Certificate (Servicer)
      Exhibit E     Form of Servicer's Certificate
      Exhibit F     List of Lock-Boxes, Lock-Box Accounts and Lock-Box Banks
      Exhibit G     Form of Investor Representation Letter
      Exhibit H     Underwriting Guidelines
      Exhibit I     VSI Insurance Policy
      Exhibit J     Form of Request for Release of Documents
      Exhibit K     Form of Certificate of Non-Foreign Status


SCHEDULES

      Schedule I    Schedule of Receivables
      Schedule 2    Location of Receivable Files
      Schedule 3    Fees of Trustee, Custodian and Backup Servicer
      Schedule 4    Schedule of Incomplete File Loans


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            This POOLING AND SERVICING AGREEMENT, dated as of September 1, 1996,
is made with respect to the formation of the ASTA AUTO TRUST 1996-1 among ASTA
AUTO RECEIVABLES COMPANY, a Delaware corporation, as Seller (in such capacity,
the "Seller"), ASTA FUNDING, INC., a Delaware corporation, as Servicer (in such
capacity, the "Servicer"), and HARRIS TRUST AND SAVINGS BANK, an Illinois
banning corporation, as Trustee, Custodian and Backup Servicer (in such
capacities, the "Trustee," "Custodian" and "Backup Servicer," respectively).

            WITNESSETH THAT: In consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:

                                  ARTICLE I

                            CREATION OF THE TRUST

            Section 1.1 Creation of the Trust. Upon the execution of this
Agreement by the parties hereto, there is hereby created the Asta Auto Trust
1996-1.

                                   ARTICLE II

                                   DEFINITIONS

            Section 2.1 Definitions. Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires, shall have
the following meanings:

            "Actuarial Receivable" means any Receivable that provides for the
amortization of the amount financed under the Receivable over a series of fixed,
level monthly payments. Each monthly payment, including the monthly installment
representing the final payment on the Receivable, consists of an amount of
interest equal to 1/12th of the stated APR multiplied by the unpaid principal
balance of the loan, and an amount of principal equal to the remainder of such
monthly payment.

            "Affiliate" of any Person means any Person who directly or
indirectly controls, is controlled by or is under common control with such
person. For purposes of this definition of "Affiliate," the term "control"
(including the terms "controlling," "controlled by" and "under common control
with") means the possession, directly or indirectly, of the power to direct or
cause a direction of the management and policies of a Person, whether through
the ownership of voting securities, by contract or otherwise.

            "Agreement" means this Pooling and Servicing Agreement and all
amendments hereof and supplements hereto.

            "Amount Financed" with respect to a Receivable means the amount
advanced under the Receivable toward the purchase price of the Financed Vehicle
and any related costs.
<PAGE>

            "Annual Percentage Rate" or "APR" of a Receivable means the annual
rate of finance charges stated in the Receivable.

            "Asta Funding" means Asta Funding, Inc., a Delaware corporation, and
its successors and assigns.

            "Assumption Date" shall have the meaning specified in Section
9.2(a).

            "Authenticating Agent" has the meaning assigned to such term in
Section 6.3.

            "Available Interest Distribution Amount" means, for any Distribution
Date, the sum (without duplication) of the following amounts received with
respect to the preceding Collection Period: (i) that portion of all collections
on Receivables attributable to interest, (ii) Liquidation Proceeds attributable
to interest with respect to the Receivables that became Liquidated Receivables
during the Collection Period in accordance with the Servicer's customary
servicing procedures; (iii) proceeds attributable to interest from recoveries
with respect to Liquidated Receivables that became Liquidated Receivables during
prior Collection Periods: arid (iv) the Purchase Amount of each Receivable that
became a Purchased Receivable during the related Collection Period to the extent
attributable to accrued interest on such Receivable: provided, however, that in
calculating the Available Interest Distribution Amount, all payments and
proceeds (including Liquidation Proceeds) of any Purchased Receivables the
principal portion of the Purchase Amount of which has been included in the
Available Principal Distribution Amount in a prior Collection Period will be
excluded.

            "Available Principal Distribution Amount" means, for any
Distribution Date, the sum (without duplication) of the following amounts
received with respect to the preceding Collection Period: (i) that portion of
all collections on Receivables allocable to principal; (ii) Liquidation Proceeds
attributable to principal with respect to Receivables that became Liquidated
Receivables during the Collection Period in accordance with the Servicer's
customary servicing procedures; (iii) proceeds attributable to principal from
recoveries with respect to Liquidated Receivables that became Liquidated
Receivables during prior Collection Periods; (iv) the amount, if any, to be
withdrawn from the Simple Interest Differential Account with respect to such
Distribution Date; and (v) to the extent attributable to principal, the Purchase
Amount of each Receivable that became a Purchased Receivable during the related
Collection Period; provided, however, that, in calculating the Available
Principal Distribution Amount, all payments and proceeds (including Liquidation
Proceeds) of any Purchased Receivables the principal portion of the Purchase
Amount of which has been included in the Available Principal Distribution Amount
in a prior Collection Period that are allocable to principal will be excluded.

            "Backup Servicer" means Harris Trust and Savings Bank in its
capacity as Backup Servicer pursuant to the terms of the Servicing Assumption
Agreement.

            "Backup Servicing Fee" means the monthly fee payable to the Backup
Servicer for services rendered during the respective Collection Period in the
amount specified in Schedule 3 hereto.


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            "Backup Servicing Officer" means any person whose name appears on a
list of Backup Servicing Officers delivered to the Trustee, as the same may be
amended from time to time.

            "Business Day" means any day other than a Saturday, a Sunday or a
day on which banking institutions in New York, New York, the State in which the
Corporate Trust Office is located or the State in which the executive offices of
the Servicer are located shall be authorized or obligated by law, executive
order or governmental decree to be closed.

            "Certificate Account" means the account designated as such,
established and maintained pursuant to Section 5.1.

            "Certificateholder" or "Holder" means the Person in whose name the
respective Certificate shall be registered in the Certificate Register, except
solely for the purposes of giving any consent, waiver, request, or demand
pursuant to this Agreement, the interest evidenced by any Certificate registered
in the name of the Seller or the Servicer, or any Affiliate of either of them,
shall not be taken into account in determining whether the requisite percentage
necessary to effect any such consent, waiver, request, or demand shall have been
obtained.

            "Certificate Register" and "Certificate Registrar" mean,
respectively, the register maintained, and the Certificate Registrar appointed,
pursuant to Section 6.5.

            "Certificates" means, collectively, the Class A Certificates, the
Class B Certificates and the Class C Certificates.

            "Class" means all Certificates having the same order of priority and
bearing the same alphabetical designation ("A", "B" or "C").

            "Class A Certificate" means any one of the Certificates executed by
the Trust and authenticated by the Trustee in substantially the form set forth
in Exhibit A hereto.

            "Class A Certificate Balance" shall initially equal the Class A
Original Class Certificate Balance and thereafter shall equal the Class A
Original Class Certificate Balance, reduced by all amounts previously
distributed to Class A Certificateholders and allocable to principal.

            "Class A Distributable Amount" means, with respect to each
Distribution Date, the sum of the Class A Interest Distributable Amount and the
Class A Interest Carryover Shortfall for the prior Distribution Date and the
Class A Principal Distributable Amount and the Class A Principal Carryover
Shortfall for the prior Distribution Date.

            "Class A Interest Carryover Shortfall" means, as of the close of any
Distribution Date, the excess of the Class A Interest Distributable Amount for
such Distribution Date and any outstanding Class A Interest Carryover Shortfall
from the preceding Distribution Date plus interest on such outstanding Class A
Interest Carryover Shortfall, to the extent permitted by law, at the Class A
Rate from such preceding Distribution Date through the current Distribution Date


                                       3
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(calculated on the basis of a 360-day year consisting of twelve 30-day months),
over the amount of interest that the Holders of the Class A Certificates
actually received on such current Distribution Date.

            "Class A Interest Distributable Amount" means, for any Distribution
Date, 30 days of interest at the Class A Rate on the Class A Certificate Balance
as of the close of business on the last day of the related Collection Period
(calculated on the basis of a 360-day year consisting of twelve 30-day months).

            "Class A Percentage" shall be 92%.

            "Class A Principal Carryover Shortfall" means, as of the close of
any Distribution Date, the excess of the Class A Principal Distributable Amount
and any outstanding Class A Principal Carryover Shortfall from the preceding
Distribution Date over the amount of principal that the Holders of the Class A
Certificates actually received on such current Distribution Date.

            "Class A Principal Distributable Amount" means, with respect to any
Distribution Date, the Class A Percentage of the Principal Distributable Amount.

            "Class A Rate" means 7.60% of interest per annum.

            "Class B Certificate" means any one of the Certificates executed by
the Trust and authenticated by the Trustee in substantially the form set forth
in Exhibit B hereto.

            "Class B Certificate Balance" shall equal, initially, the Class B
Original Class Certificate Balance and, thereafter, shall equal the Class B
Original Class Certificate Balance, reduced by all amounts previously
distributed to Class B Certificateholders and allocable to principal.

            "Class B Distributable Amount" means, with respect to any
Distribution Date, the sum of the Class B Interest Distributable Amount and the
Class B Interest Carryover Shortfall for the prior Distribution Date and the
Class A Principal Distributable Amount and the Class A Principal Carryover
Shortfall for the prior Distribution Date.

            "Class B Interest Carryover Shortfall" means, as of the close of any
Distribution Date, the excess of the Class B Interest Distributable Amount for
such Distribution Date and any outstanding Class B Interest Carryover Shortfall
from the preceding Distribution Date plus interest on such outstanding Class B
Interest Carryover Shortfall, to the extent permitted by law, at the Class B
Rate from such preceding Distribution Date through the current Distribution Date
(calculated on the basis of a 360-day year consisting of twelve 30-day months),
over the amount of interest that the Holders of the Class B Certificates
actually received on such current Distribution Date.

            "Class B Interest Distributable Amount" means, for any Distribution
Date, 30 days of interest at the Class B Rate on the Class B Certificate Balance
as of the close of business


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<PAGE>

on the last day of the related Collection Period (calculated on the basis of a
360-day year consisting of twelve 30-day months)

            "Class B Percentage" shall be 4%.

            "Class B Principal Carryover Shortfall" means, as of the close of
any Distribution Date, the excess of the Class B Principal Distributable Amount
and any outstanding Class B Principal Carryover Shortfall on the preceding
Distribution Date over the amount of principal that the Holders of the Class B
Certificates actually received on such current Distribution Date.

            "Class B Principal Distributable Amount" means, with respect to any
Distribution Date, the Class B Percentage of the Principal Distributable Amount.

            "Class B Rate" means 8.60% of interest per annum.

            "Class Certificate Balance" means, with respect to the applicable
Class of Certificates, the Class A Certificate Balance, the Class B Certificate
Balance or the Class C Certificate Balance.

            "Class C Certificate" means any one of the Certificates executed by
the Trust and authenticated by the Trustee in substantially the form set forth
in Exhibit C hereto.

            "Class C Certificate Balance" shall equal, initially, the Class C
Original Class Certificate Balance and thereafter shall equal the Class C
Original Class Certificate Balance reduced by all amounts previously distributed
to Class C Certificateholders and allocable to principal.

            "Class C Distributable Amount" means, with respect to each
Distribution Date, the sum of the Class C Interest Distributable Amount and the
Class C Interest Carryover Shortfall for the prior Distribution Date and the
Class C Principal Distributable Amount and the Class C Principal Carryover
Shortfall for the prior Distribution Date.

            "Class C Interest Carryover Shortfall" means, as of the close of any
Distribution Date, the excess of the Class C Interest Distributable Amount for
such Distribution Date and any outstanding Class C Interest Carryover Shortfall
from the preceding Distribution Date plus interest on such outstanding Class C
Interest Carryover Shortfall, to the extent permitted by law, at the Class C
Rate from such preceding Distribution Date through the current Distribution Date
(calculated on the basis of a 360-day year consisting of twelve 30-day months),
over the amount of interest that the Holders of the Class C Certificates
actually received on such current Distribution Date.

            "Class C Interest Distributable Amount" means, for any Distribution
Date, 30 days of interest at the Class C Rate on the Class C Certificate Balance
as of the close of business on the last day of the related Collection Period
(calculated on the basis of a 360-day year consisting of twelve 30-day months).


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<PAGE>

            "Class C Percentage" shall be 4%.

            "Class C Principal Carryover Shortfall" means, as of the close of
any Distribution Date, the excess of the Class C Principal Distributable Amount
and any outstanding Class C Principal Carryover Shortfall from the preceding
Distribution Date over the amount of principal that the Holders of the Class C
Certificates actually received on such current Distribution Date.

            "Class C Principal Distributable Amount" means, with respect to any
Distribution Date, the Class C Percentage of the Principal Distributable Amount.

            "Class C Rate" means 12.70% of interest per annum.

            "Class Factor" as of the close of business on the last day of the
Collection Period, means with respect to each Class of Certificates, a
seven-digit decimal figure equal to the Class Certificate Balance of such Class
as of such date divided by the Original Class Certificate Balance thereof. The
Class Factor will be 1.0000000 as of the Cutoff Date; thereafter, the Class
Factor will decline to reflect reductions in the Class Certificate Balance.

            "Closing Date" means September 30,1996.

            "Code" means the Internal Revenue Code of 1986, as amended.

            "Collection Account" means the account designated as such,
established and maintained pursuant to Section 5.1.

            "Collection Period" means a calendar month. Any amount stated "as of
the close of business on the last day of a Collection Period" shall give effect
to the following calculations as determined at the end of the day on such last
day: (a) all applications of collections, and (b) all distributions. A
Collection Period with respect to a Distribution Date will be the calendar month
preceding the month in which such Distribution Date occurs.

            "Corporate Trust Office" at the date hereof is located at:

                Harris Trust and Savings Bank
                311 West Monroe Street
                Chicago, Illinois 60606
                Attention: Indenture Trust Administration
                Telecopy No.: (312) 461-3525

            "Cram Down Loss" means, with respect to a Receivable, if a court of
appropriate jurisdiction in an insolvency proceeding shall have issued an order
reducing the amount owed on a Receivable or otherwise modifying or restructuring
the scheduled payments to be made on a Receivable, an amount equal to the
difference between the Principal Balance of such Receivable immediately prior to
the issuance of such order and the Principal Balance of such Receivable as so
reduced or the net present value (using as the discount rate, the lower of the


                                        6
<PAGE>

contract rate or the rate of interest specified by the court in such order) of
the Scheduled Payments as so modified or restructured by such order. A Cram Down
Loss shall be deemed to have occurred on the date of issuance of such order.

            "Cross-Acceleration Amount" shall have the meaning specified in
Section 9.1(e).

            "Custodian" means the Person acting as custodian of the Trust
pursuant to Section 3.6 of this Agreement, the successor in interest and any
successor Custodian.

            "Custodian Fees" means the monthly fee payable on each Distribution
Date to the Custodian for services rendered during the respective Collection
Period, in the amount specified in Schedule 3 hereto.

            "Cutoff Date" shall be the opening of business on September 1, 1996,
unless the applicable Receivable was purchased by Asta Funding on or after
September 1, 1996 and prior to the close of business on September 10, 1996, in
which case the Cutoff Date for such Receivable shall be its origination date;
provided, however, that the Cutoff Date for Qualified Substitute Loans shall be
the date of substitution.

            "Dealer" means the dealer who financed and sold a Financed Vehicle
and with respect to which Asta Funding purchased the respective Receivable and
sold it to the Seller.

            "Determination Date" means the earlier of (i) the ninth Business Day
of each calendar month and (ii) the fourth Business Day preceding the related
Distribution Date.

            "Distribution Date" means, for each Collection Period, the 20th of
the following month, or if the 20th is not a Business Day, the next following
Business Day, commencing on October 21, 1996.

            "Eligible Account" means (a) a segregated account or accounts
maintained with a depository institution or trust company whose long-term
unsecured debt obligations are rated at least A by the Rating Agency at the time
of any deposit therein, or (b) a segregated trust account or accounts
maintained with a federal or state chartered depository institution subject to
regulations regarding fiduciary funds on deposit substantially similar to 12
C.F.R. Section 9.10(b).

            "Eligible Investments" mean book-entry securities, negotiable
instruments or securities represented by instruments in bearer or registered
form which evidence:

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

            (ii) demand deposits, time deposits or certificates of deposit of
any depository institution or trust company incorporated under the laws of the
United States of America or any State thereof (or any domestic branch of a
foreign bank) and subject to supervision and examination by federal or State
banking or depository institution authorities; provided, however,


                                        7
<PAGE>

that at the time of the investment or contractual commitment to invest therein,
the commercial paper or other short-term unsecured debt obligations (other than
such obligations the rating of which is based on the credit of a Person other
than such depository institution or trust company) thereof shall have a
short-term credit rating from the Rating Agency in the highest investment
category granted thereby;

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

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

            (v) repurchase obligations with respect to any security that is a
direct obligation of, or fully guaranteed as to the full and timely payment by,
the United States of America or any agency or instrumentality thereof the
obligations of which are backed by the full faith and credit of the United
States of America, in either case entered into with (i) a depository institution
or trust company (acting as principal) described in clause (b) or (ii) a
depository institution or trust company whose commercial paper or other short
term unsecured debt obligations are rated not less than the highest investment
category granted by the Rating Agency;

            (vi) money market mutual funds registered under the Investment
Company Act of 1940, as amended, having a short-term rating, at the time of such
investment, from both Standard & Poor's and Moody's in the highest investment
category granted thereby; and

            (vii) any other investment that is approved in writing by the Rating
Agency.

            Any Eligible Investments may be purchased by or through the Trustee
or any of its Affiliates.

            "ERISA" shall have the meaning specified in Section 6.5(c)(iv).

            "Escrow Account" means the account designated as such, established
and maintained pursuant to Section 3.6.

            "Event of Default" means an event set forth in Section 9.1.

            "Excess Interest" means the amount payable to the Seller on each
Distribution Date pursuant to Section 5.5(c)(ix).

            "Final Scheduled Distribution Date" shall be the April 20, 2002
Distribution Date.

            "Financed Vehicle" means a new or used automobile, van or light-duty
truck, together with all accessions thereto, securing an Obligor's indebtedness
under the respective Receivable.


                                        8
<PAGE>

            "Incomplete File Loans" shall have the meaning set forth in Section
3.6 hereof.

            "Insurance Policy" means, with respect to a Receivable, any
comprehensive, collision, fire and theft insurance policy required to be
maintained by the Obligor with respect to the Financed Vehicle, the VSI
Insurance Policy and any credit life, credit accident and credit disability
insurance policies or certificates of insurance maintained by the Obligor or the
Seller relating to the Financed Vehicles or the Obligors.

            "Lien" means a security interest, lien, charge, pledge, equity, or
encumbrance of any kind other than tax liens, mechanics' liens and any liens
which attach to the respective Receivable by operation of law or unpaid storage
or repair charges that may arise after the Closing Date.

            "Liquidated Receivable" means any Receivable (i) that has been
liquidated by the Servicer through the sale of the Financed Vehicle or (ii) as
to which all or any part of a Scheduled Payment in an amount of more than five
percent (5%) of such Scheduled Payment is 120 days or more delinquent as of the
end of a Collection Period or (iii) with respect to which proceeds have been
received that, in the Servicer's good faith judgment, constitute the final
amounts recoverable in respect of such Receivable.

            "Liquidation Proceeds" means the monies collected from whatever
source on a Liquidated Receivable during the respective Collection Period in
which such Receivable became a Liquidated Receivable, net of the reasonable
costs of liquidation and any amounts required by law to be remitted to the
Obligor.

            "Lock-Box" means the post office box or other mailing location in
the name of the Trustee identified in Exhibit F hereto maintained by the
Lock-Box Bank for the purpose of receiving payments by Obligors for subsequent
deposit into a Lock-Box Account.

            "Lock-Box Account" means the account, which shall be an Eligible
Account established and maintained pursuant to Section 5.1 hereof.

            "Lock-Box Bank" means, as of any date, the bank set forth in Exhibit
F hereto (including its successors) and any other bank that becomes a Lock-Box
Bank pursuant to Section 5.1 and that holds, or may in the future hold, the
Lock-Box Account for depositing payments made by Obligors.

            "Majority Certificateholders" means the Holders of Certificates
evidencing not less than 51 % of the Voting Interests thereof.

            "Moody's" means Moody's Investors Service, Inc., or its successor.

            "Net Losses" means, with respect to a Collection Period, the sum of
(a) the sum of the Principal Balances of Receivables that became Liquidated
Receivables during such Collection Period minus Liquidation Proceeds and (b)
Cram Down Losses incurred during such Collection Period minus (c) recoveries
received during such Collection Period on Liquidated


                                        9
<PAGE>

Receivables of prior Collection Periods minus (d) recoveries, if any, received
during such Collection Period on Cram Down Losses incurred during such
Collection Period and during prior Collection Periods.

            "Obligor" on a Receivable means the purchaser or co-purchasers of
the Financed Vehicle or any other Person who owes payments under the Receivable.

            "Officer's Certificate" means a certificate signed by the chief
executive officer, chief financial officer, the president, any vice president,
the treasurer, the controller of Asta Funding, the Seller, or the Servicer, as
appropriate.

            "Opinion of Counsel" means a written opinion of counsel who may but
need not be counsel to the Seller or Servicer, which counsel shall be reasonably
acceptable to the Trustee and which opinion shall be acceptable to the Trustee
in form and substance. Such Opinion of Counsel may rely with respect to matters
of fact on an Officer's Certificate or certificates of public officials.

            "Optional Purchase Percentage" shall be 10% or less.

            "Original Pool Balance" means the Pool Balance as of the Cutoff
Date, which is $23,967,605.26.

            "Original Class Certificate Balance" means, with respect to the
Class A Certificates, $22,050,197; with respect to the Class B Certificates,
$958,704; and, with respect to the Class C Certificates, $958,704.

            "Paying Agent" shall have the meaning set forth in Section 6.2.

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

            "Pool Balance" as of the close of business on the last day of a
Collection Period, the aggregate Principal Balance of the Receivables (excluding
Purchased Receivables and Liquidated Receivables).

            "Pool Factor" as of the close of business on the last day of a
Collection Period, means a seven-digit decimal figure equal to the Pool Balance
on such day divided by the Original Pool Balance. The Pool Factor will be
1.0000000 as of the Cutoff Date; thereafter, the Pool Factor will decline to
reflect reductions in the Pool Balance.

            "Principal Balance" of a Receivable, as of the close of business on
the last day of a Collection Period, means the Amount Financed minus the sum of
(i) that portion of all Scheduled Payments made by or on behalf of the Obligor
on or prior to such day allocable to principal using the Simple Interest Method;
(ii) any refunded portion of any Insurance Policy premiums or other amounts
included in the Amount Financed; (lii) any payment of the Purchase


                                       10
<PAGE>

Amount with respect to the Receivable allocable to principal; (iv) any
prepayment applied to reduce the Principal Balance of the Receivable; and (v)
any Cram Down Loss or Simple Interest Differential Adjustment in respect of such
Receivable (without duplication of amounts included above).

            "Principal Distributable Amount" means, (i) the amount of all
Scheduled Payments collected during the related Collection Period and allocated
to principal under the Simple Interest Method; (ii) the principal portion of all
prepayments (whether in whole or in part) on Receivables (without duplication of
amounts included in clause (i) above and clause (iv) below) received during the
related Collection Period including refunded portions of Insurance Policy
premiums or other amounts included in the Amount Financed; (iii) the Principal
Balance of each Receivable that became a Purchased Receivable during the related
Collection Period (without duplication of amounts referred to in clauses (i) and
(ii) above or clause (iv) below); (iv) the Principal Balance of each Receivable
that became a Liquidated Receivable during the related Collection Period
(without duplication of the amounts included in clause (i) and (ii) above); (v)
the aggregate amount of Cram Down Losses that shall have occurred during the
related Collection Period (without duplication of amounts included above); and
(vi) the aggregate amount of Simple Interest Differential Adjustments that shall
have occurred during the related Collection Period; provided, however, that, in
calculating the Principal Distributable Amount, all payments and proceeds of any
Purchased Receivable the Purchase Amount of which has been included in the
Principal Distributable Amount in a prior Collection Period shall be excluded.

            "Program" shall have the meaning set forth in Section 4.11.

            "Purchase Agreement" means the agreement dated as of September 1,
1996 relating to the purchase of the Receivables by the Seller from Asta
Funding.

            "Purchase Amount" equals, as of any date of determination, the
Principal Balance plus interest thereon at the respective APR to the last day of
the month of repurchase.

            "Purchased Receivable" means a Receivable purchased as of the close
of business on the last day of a Collection Period by the Servicer pursuant to
Section 4.7 or by Asta Funding pursuant to Section 3.5.

            "Qualified Substitute Receivable" means a Receivable substituted by
Asta Funding for an Incomplete File Loan, which such Qualified Substitute
Receivable must, on the date of substitution, as confirmed in an Officers'
Certificate delivered to the Trustee, (i) have a current Principal Balance not
in excess of the current Principal Balance of such Incomplete File Loan (the
amount of any shortfall in Principal Balance to be deposited by the Trustee from
the Escrow Account into the Collection Account in the month of such substitution
as a collection of principal of such Receivable); (ii) have an APR not more than
1% per annum lower than the weighted average APR of the Receivables in the Trust
as of the Closing Date; (iii) have a scheduled maturity which, together with all
prior substituted Receivables, does not cause the weighted average remaining
term of the Receivables, to be more than one month longer or one month shorter
than that of the Receivables in the Trust as of the Closing Date; (iv) not have
an Obligor in a State that will cause the geographic concentration of Obligors
in such State with


                                       11
<PAGE>

respect to all Receivables, including all prior substituted Receivables, to be
2% greater than the concentration of Obligors in such State with respect to the
Receivables in the Trust on the Closing Date and (v) comply with each
representation and warranty set forth in Section 3.4 hereof.

            "Rating Agency" means Duff & Phelps Credit Rating Co., or its
successor, as the statistical credit rating agency that rated the Certificates
at the request of the Seller at the time of the initial issuance of the
Certificates. If such organization or successor is no longer in existence,
"Rating Agency" shall be such nationally recognized statistical rating
organization or other comparable Person designated by the Seller, notice of
which designation shall be given to the Trustee.

            "Realized Losses" means the excess of the Principal Balance of any
Liquidated Receivable over Liquidation Proceeds to the extent allocable to
principal received in the Collection Period in which the Receivable became a
Liquidated Receivable.

            "Receivable" means any retail installment sale contract set forth on
Schedule I hereto (which Schedule I may be in the form of microfiche), each of
which shall be Actuarial Receivables; provided, however, that the portion of a
payment allocable to interest and the portion allocable to principal with
respect to each Receivable shall be determined herein according to the Simple
Interest Method.

            "Receivable Files" means the documents specified in Section 3.6(a).

            "Record Date" means, with respect to each Distribution Date, the
last Business Day of the immediately preceding calendar month, except that the
Record Date with respect to the first Distribution Date will be the Closing
Date.

            "Repossession Inventory Rate" means, with respect to a Collection
Period the fraction, expressed as a percentage, equal to the sum of the
aggregate outstanding Principal Balance of Receivables as to which the related
Financed Vehicles have been repossessed but not yet liquidated by the Servicer
as of the end of such Collection Period divided by the Pool Balance as of the
end of such Collection Period.

            "Required Deposit Rating" shall be a rating of an institution which
has a short term deposit rating of at least D-1+ by the Rating Agency and a
long term deposit rating of at least AA by the Rating Agency or in the event
such institution is not rated by the Rating Agency, an equivalent rating from
each of Standard & Poor's and Moody's.

            "Reserve Account" means the account, which shall be an Eligible
Account, established and maintained pursuant to Section 5.6 hereof.

            "Reserve Account Balance" means the amount on deposit in the Reserve
Account as of any date of determination.

            "Reserve Account Draw" shall have the meaning set forth in Section
5.6(f).


                                       12
<PAGE>

            "Reserve Account Initial Deposit" means $958,704.21, an amount equal
to 4% of the Original Pool Balance as of the Cutoff Date, which amount shall be
deposited in the Reserve Account on the Closing Date pursuant to Section 5.6(b)
hereof.

            "Reserve Account Property" shall have the meaning set forth in
Section 5.6(d).

            "Reserve Requirement" means, as of any Distribution Date, after
giving effect to distributions of principal on such date, an amount equal to the
greatest of the following provisions that are applicable as of such date:

            (i)   eight percent (8%) of the Pool Balance;

            (ii)  twelve percent (12%) of the Pool Balance if, as of the end of
                  any Collection Period, the 60 Day + Delinquency Rate is
                  greater than 2.25% of the Pool Balance, in which event the
                  Reserve Requirement shall remain at 12% of the Pool Balance
                  until such time as the 60 Day + Delinquency Rate equals or
                  drops below 2.25% for three (3) consecutive subsequent
                  Collection Periods at which point the Reserve Requirement will
                  be reduced to eight percent (8%) (the Reserve Requirement may
                  be reduced only one time under this provision);

            (iii) twelve percent (12%) of the Pool Balance if the Repossession
                  Inventory Rate is greater than 4.50% of the Pool Balance, in
                  which event the Reserve Requirement shall remain at 12% of the
                  Pool Balance until such time as the Repossession Inventory
                  Rate equals or drops below 4.50% for three (3) consecutive
                  subsequent Collection Periods at which point the Reserve
                  Requirement will be reduced to eight percent (8%) (the Reserve
                  Requirement may be reduced only one time under this
                  provision);

            (iv)  twelve percent (12%) of the Pool Balance if the cumulative Net
                  Losses exceed seven percent (7%) of the Original Pool Balance;
                  provided, however, that if the cumulative Net Losses exceed
                  ten percent (10%) of the Original Pool Balance, the Reserve
                  Account Requirement shall equal the Pool Balance; or

            (v)   the lesser of 2% of the Original Pool Balance and the then
                  current Pool Balance.

            "Scheduled Payment" on a Receivable means that payment required to
be made by the Obligor during the respective Collection Period which, together
with all other scheduled payments thereon, will be sufficient to amortize the
Principal Balance under the actuarial method set forth in the related Contract
over the term of the Receivable and to provide interest at the APR.

            "Securities Act" shall have the meaning set forth in Section 6.5(b).


                                       13
<PAGE>

            "Seller" means Asta Auto Receivables Company as the seller of the
Receivables hereunder, and each successor to the Seller (in the same capacity)
pursuant to Section 7.3.

            "Seller Partnership Interest" means at any time of measurement,
ownership of (i) Certificates representing at least 1% of the outstanding
Principal Balance of each Class of the Certificates, (ii) the Excess Interest,
(iii) the Seller's interest in the Reserve Account and (iv) the Simple Interest
Differential Account.

            "Servicer" means Asta Funding as the servicer of the Receivables
that were purchased by the Seller, and each successor to Asta Funding (in the
same capacity) pursuant to Section 8.3(a) or 9.2.

            "Servicer's Certificate" means a certificate completed and executed
by a Servicing Officer or Backup Servicing Officer pursuant to Section 4.9,
substantially in the form of Exhibit E hereto.

            "Servicing Assumption Agreement" means the Servicing Assumption
Agreement, dated as of September 1, 1996, among Asta Funding, the Backup
Servicer and the Trustee. as the same may be amended or supplemented in
accordance with its terms.

            "Servicing Fee" means the fee payable to the Servicer for services
rendered during the respective Collection Period, determined pursuant to Section
4.8.

            "Servicing Officer" means any person whose name appears on a list of
Servicing Officers delivered to the Trustee, as the same may be amended from
time to time.

            "Servicing Rate" shall be 3.00% per annum.

            "Simple Interest Differential Account" means the account, which
shall be an Eligible Account, established and maintained pursuant to Section 5.7
hereof.

            "Simple Interest Differential Adjustment" shall have the meaning
specified in Section 5.7.

            "Simple Interest Method" means the method of allocating a fixed
level payment to principal and interest, pursuant to which the portion of such
payment that is allocated to interest is equal to the product of the APR
multiplied by the unpaid principal balance multiplied by a fraction the
numerator of which is the number of days elapsed since the preceding payment was
made and the denominator of which is 365.

            "60 Day + Delinquency Rate" means, with respect to any Collection
Period, the fraction, expressed as a percentage, equal to the sum of the
aggregate outstanding Principal Balance of Receivables (other than the aggregate
Principal Balance of Liquidated Receivables and repossessed vehicles) as to
which Obligors are more than 60 days past due in making Scheduled Payments as of
the end of such Collection Period divided by the Pool Balance as of


                                       14
<PAGE>

the end of such Collection Period. For purposes of the foregoing definition
only, a Scheduled Payment shall be considered to be made if 95 % or more of such
Scheduled Payment is made.

            "Standard & Poor's" means Standard & Poor's Ratings Services or its
successor.

            "State" means any state of the United States of America, or the
District of Columbia.

            "Successor Bank" shall have the meaning set forth in Section 5.1.

            "Total Available Distribution Amount" shall mean, for each
Distribution Date. the sum of the Available Interest Distribution Amount and the
Available Principal Distribution Amount.

            "Trust" means the Asta Auto Trust 1996-1 created by this Agreement,
the estate of which shall consist of the Trust Property.

            "Trust Property" shall have the meaning set forth in Section 3.2.

            "Trustee" means the Person acting as Trustee hereunder, its
successor in interest, and any successor Trustee appointed pursuant to Section
10.8.

            "Trustee Fee" means the monthly fee payable on each Distribution
Date to the Trustee for services rendered during the respective Collection
Period, in the amount specified in Schedule 3 hereto.

            "Trustee Officer" means any vice president, any assistant vice
president, any assistant secretary, any assistant treasurer, any trust officer,
or any other officer of the Trustee customarily performing functions similar to
those performed by any of the above designated officers and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his knowledge of and familiarity with the
particular subject.

            "Trustee's Certificate" means a certificate completed and executed
by the Trustee by a Trustee Officer pursuant to Section 10.2, substantially in
the form of, in the case of assignment to Asta Funding, Exhibit D-1 hereto and
in the case of an assignment to the Servicer, Exhibit D-2 hereto.

            "UCC" means the Uniform Commercial Code, as amended from time to
time, as in effect in the States of New Jersey and Illinois and in any other
State where the filing of a financing statement is required to perfect an
interest in the Receivables and the proceeds thereof or in any other specified
jurisdiction.

            "Underwriting Guidelines" means the Underwriting guidelines of Asta
Funding with respect to each of its programs, copies of which are attached
hereto as Exhibit H.


                                       15
<PAGE>

            "Voting Interests" means the portion of the voting interests of all
the Certificates that is allocated to any Certificate for purposes of the voting
provisions of this Agreement. Voting Interests shall be allocated to the Class
A, Class B and Class C Certificates, respectively, in proportion to their
respective Class Certificate Balances. Voting Interests allocated to each Class
of Certificates shall be allocated among the Certificates within each such Class
in proportion to their respective Certificate Balances. Where the Voting
Interests are relevant in determining whether the vote of the requisite
percentage of the Certificateholders necessary to effect any consent, waiver,
request or demand shall have been obtained, the Voting Interests shall be deemed
to be reduced by the amount equal to the Voting Interests (without giving effect
to this provision) represented by the interests evidenced by any Certificate
registered in the name of the Servicer, Asta Funding, the Seller or any Person
known to a Trustee Officer to be an Affiliate of any such foregoing entities,
unless such entity owns all affected Certificates.

            "VSI Insurance Policy" means the Vendor's Single Interest Physical
Damage Insurance Policy attached hereto as Exhibit I issued by the VSI Insurer,
including all endorsements thereto or any replacement policy under Section 4.4.

            "VSI Insurer" means certain underwriters at Lloyd's, London, England
or any issuer of a replacement VSI Insurance Policy under Section 4.4.

            Section 2.2 Usage of Terms. With respect to all terms in this
Agreement, the singular includes the plural and the plural the singular; words
importing any gender include the other genders; references to "writing" include
printing, typing, lithography, and other means of reproducing words in a visible
form; references to agreements and other contractual instruments include all
subsequent amendments thereto or changes therein entered into in accordance with
their respective terms and not prohibited by this Agreement; references to
Persons include their permitted successors and assigns; and the term "including"
means "including without limitation."

            Section 2.3 References. Unless otherwise noted herein, all section
references shall be to Sections in this Agreement.

                                 ARTICLE III

                               THE RECEIVABLES

            Section 3.1 Conveyance of Receivables. In consideration of the
Trustee's delivery of Certificates to, or upon the written order of, the Seller
in an aggregate principal amount equal to the Original Pool Balance, the Seller
does hereby sell, transfer, assign, set over and otherwise convey to the Trustee
on behalf of the Trust, in trust for the benefit of the Certificateholders,
without recourse and (subject to the obligations contained herein):

            (1) all right, title and interest of the Seller in and to the
      Receivables listed in Schedule I hereto and all monies received thereon on
      or after the Cutoff Date and all Liquidation Proceeds received with
      respect to such Receivables;


                                       16
<PAGE>

            (2) all right, title and interest of the Seller in and to the
      security interests in the Financed Vehicles granted by Obligors pursuant
      to the Receivables and any other interest of the Seller in the Financed
      Vehicles, including, without limitation, the certificates of title with
      respect to Financed Vehicles;

            (3) all, right, title and interest of the Seller in and to any
      proceeds from claims on any Insurance Policies covering the Receivables,
      the Financed Vehicles or the Obligors;

            (4) all right, title and interest of the Seller in and to the
      Purchase Agreement, including a direct right to cause Asta Funding to
      purchase Receivables from the Trust under certain circumstances;

            (5) all right, title and interest of the Seller in and to refunds of
      unearned premiums with respect to any Insurance Policies covering the
      Receivable, an Obligor or the Financed Vehicle or his or her obligations
      with respect to a Financed Vehicle and any recourse to Dealers for any of
      the foregoing;

            (6) the Receivables File related to each Receivable;

            (7) the Reserve Account, the Simple Interest Differential Account,
      the Collection Account, the Lock-Box Account, the Certificate Account and
      all monies on deposit therein; and

            (8) the proceeds of any and all of the foregoing.

            The Trustee, on behalf of the Trust and the Certificateholders,
acknowledges and agrees that the Seller and any successor is the holder of the
Excess Interest, that such Excess Interest is not Trust Property and, subject to
the terms and provisions of this Agreement, that the Seller or any successor
shall be entitled to receive all distributions of amounts in respect thereof
pursuant to Section 5.5(d), subject to the limitation therein.

            Section 3.2 Transfer Intended as Sale; Precautionaiy Security
Interest. The conveyance to the Trust of the property set forth in Section 3.1
(collectively, the "Trust Property") is intended as a sale free and clear of all
Liens. In the event, however, that notwithstanding the intent of Asta Funding,
the Seller and the Trustee, the transfer hereunder is held not to be a sale,
this Agreement shall constitute a grant of a security interest in the property
described in Section 3.1 to the Trustee on behalf of the Trust for the benefit
of the Certificateholders.

            Section 3.3 Acceptance by Trustee. The Trustee on behalf of the
Trust does hereby accept all consideration conveyed by the Seller pursuant to
Section 3.1, and declares that the Trustee on behalf of the Trust shall hold
such consideration upon the trusts herein set forth for the benefit of all
present and future Certificateholders, subject to the terms and provisions of
this Agreement.


                                       17
<PAGE>

            Section 3.4 Representations and Warranties of Seller. The Seller
makes the following representations and warranties as to the Receivables to the
Trustee, on which the Trustee, on behalf of itself and the Certificateholders,
relies in accepting the items specified in Section 3.1 in trust and executing
and authenticating the Certificates. Such representations and warranties speak
as of the execution and delivery of this Agreement, but shall survive the sale,
transfer and assignment of the Receivables to the Trustee.

            (i) Characteristics of Receivables. Each Receivable (A) has been
      originated in the United States of America by a Dealer for the retail sale
      of a Financed Vehicle in the ordinary course of such Dealer's business,
      has been fully and properly executed by the parties thereto, and has been
      purchased by Asta Funding in connection with the sale of a Financed
      Vehicle by the Dealer or has been financed for such Dealer under an
      existing agreement with Asta Funding, (B) has created a valid, subsisting
      and enforceable first priority security interest in favor of Asta Funding
      in the Financed Vehicle. which security interest has been assigned by Asta
      Funding to the. Seller, which in turn has assigned such security interest
      to the Trustee, (C) contains customary and enforceable provisions such
      that the rights and remedies of the holder or assignee thereof shall be
      adequate for realization against the collateral of the benefits of the
      security, (D) provides for level monthly payments that fully amortize
      (based upon the actuarial basis set forth in such Receivable) the Amount
      Financed by maturity and yield interest at the Annual Percentage Rate, (E)
      is an Actuarial Receivable and has an Annual Percentage Rate of not less
      than 16.99%, (F) no Receivable has a payment that is more than 30 days
      past due and no Financed Vehicle with respect to a Receivable has been
      subject to any repossession activity, (G) each Receivable has a final
      scheduled payment due no later than September 3, 2001, and (H) provides
      for, in the event that such contract is prepaid. a prepayment that fully
      pays the principal balance and interest accrued to the date of prepayment,
      computed at the Annual Percentage Rate and based upon the actuarial
      method.

            (ii) Schedule of Receivables. The information with respect to the
      Receivables set forth in Schedule 1 hereto is true and correct in all
      material respects as of the opening of business on the Cutoff Date, and no
      selection procedures adverse to the Certificateholders have been utilized
      in selecting the Receivables.

            (iii) Compliance with Law. Each Receivable, the sale of the Financed
      Vehicle and the sale of any Insurance Policy and any service contracts (A)
      complied at the time the related Receivable was originated or made and at
      the execution of this Agreement complies in all material respects with all
      requirements of applicable federal, State and local laws, and regulations
      thereunder including, without limitation, usury laws, the Federal
      Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit
      Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade
      Commission Act, the Magnuson-Moss Warranty Act, the Federal Reserve
      Board's Regulations B and Z, the New Jersey Consumer Credit Code and State
      adaptations of the National Consumer Act and of the Uniform Consumer
      Credit Code, and other consumer credit laws and equal credit opportunity
      and disclosure laws and (B) does not contravene any contracts to which
      Asta Funding is a party.


                                       18
<PAGE>

          (iv) No Government Obligor. None of the Receivables are due from the
     United States of America or any State or local government or from any
     agency, department, or instrumentality of the United States of America or
     any State or local government.

          (v) Security Interest in Financed Vehicle. Immediately prior to the
     sale, assignment and transfer thereof, each Receivable shall be secured by
     a validly perfected first security interest in the Financed Vehicle in
     favor of Asta Funding as secured party, and such security interest is prior
     to all other Liens upon and security interests in such Financed Vehicle
     that now exist or may hereafter arise or be created (except, as to
     priority, for (A) any lien for unpaid storage or repair charges which may
     arise after the Closing Date or (B) any liens for municipal or other local
     taxes). The Seller has caused each certificate of title (or copy of an
     application for title), or such other document delivered by the State title
     registration agency evidencing the security interest in each Financed
     Vehicle, to be delivered to the Custodian pursuant to Section 3.6 hereof,
     together with a power of attorney, duly executed by Asta Funding in favor
     of the Trustee, which powers of attorney are sufficient to change the lien
     holder on the certificate of title with respect to a Financed Vehicle.

          (vi) Receivables in Force. No Receivable has been satisfied in full,
     subordinated or rescinded, nor has any Financed Vehicle been released from
     the lien granted by the related Receivable in whole or in part.

          (vii) No Waiver. Other than with respect to the amendments set forth
     in clause (viii) below, no provision of a Receivable has been waived,
     impaired, altered or modified in any respect.

          (viii) No Amendments. No Receivable has been amended, except as such
     Receivable may have been amended to grant one extension of not more than 15
     days as a matter of convenience to each Obligor.

          (ix) No Defenses. No right of rescission, setoff, counterclaim or
     defense exists or has been asserted or, to the Seller's knowledge,
     threatened with respect to any Receivable. The operation of the terms of
     any Receivable or the exercise of any right thereunder will not render such
     Receivable unenforceable in whole or in part or subject to any such right
     of rescission, setoff, counterclaim, or defense.

          (x) No Liens. There are, to the Seller's knowledge, no Liens or claims
     existing or that have been filed for work, labor, storage or materials
     relating to a Financed Vehicle that shall be Liens prior to, or equal or
     coordinate with, the security interest in the Financed Vehicle granted by
     the Receivable.

          (xi) No Default. Except for payment delinquencies continuing for a
     period of not more than 30 days as of the Cutoff Date (provided that
     repossession of the related Financed Vehicle has not been initiated prior
     to the Cutoff Date due to such payment delinquency), no default, breach,
     violation or event permitting acceleration under the


                                       19

<PAGE>

     terms of any Receivable has occurred; and no continuing condition that with
     notice or the lapse of time would constitute a default, breach, violation
     or event permitting acceleration under the terms of any Receivable has
     arisen; and the Seller shall not waive and has not waived any of the
     foregoing. To the best of Seller's knowledge, no Obligor is the subject of
     any pending bankruptcy, insolvency or similar proceeding or no other fact
     exists regarding any Receivable that would indicate that such Receivable
     would not be paid in full.

          (xii) Insurance. As of the Closing Date and throughout the shorter of
     the term of the Trust or the term of the Receivable, each Receivable is and
     shall be covered under the VSI Insurance Policy, and such insurance policy
     is valid and remains in full force and effect. Asta Funding, in accordance
     with its customary procedures, has determined that (A) each Obligor has
     obtained insurance covering the Financed Vehicle as of the execution of the
     Receivable insuring against loss and damage due to fire, theft.
     transportation, collision and other risks generally covered by
     comprehensive and collision coverage and that each Receivable requires the
     Obligor to maintain such insurance naming Asta Funding and its successors
     and assigns as an additional insured and permits Asta Funding to obtain
     such insurance at the expense of the Obligor if the Obligor fails to do so
     and (B) each Receivable, if any, that finances the cost of premiums for any
     Insurance Policy is covered by an Insurance Policy, naming the respective
     Dealer or Asta Funding as policyholder (creditor) or creditor's assignee,
     respectively, under each such Insurance Policy.

          (xiii) Title. No Receivable has been sold, transferred, assigned, or
     pledged by the Seller to any Person other than the Trustee or any such
     pledge has been released. Immediately prior to the transfer and assignment
     herein contemplated, the Seller had good and marketable title to each
     Receivable, and was the sole owner thereof, free and clear of all liens,
     claims, encumbrances, security interests and rights of others and,
     immediately upon the transfer thereof, the Trustee for the benefit of the
     Certificateholders shall have good and marketable title to each such
     Receivable, and will be the sole owner thereof, free and clear of all
     liens, encumbrances, security interests and rights of others, and the
     transfer has been validly perfected under the UCC.

          (xiv) 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 hereunder or pursuant to transfers of the
     Certificates shall be unlawful, void or voidable.

          (xv) All Filings Made. All filings (including, without limitation, UCC
     filings) necessary in any jurisdiction to give the Trustee a first priority
     perfected ownership interest in the Receivables have been made.

          (xvi) Receivable File; One Original. The Seller has delivered to the
     Custodian a complete Receivable File with respect to each Receivable. There
     is only one original executed copy of each Receivable.


                                       20

<PAGE>

          (xvii) Chattel Paper. Each Receivable constitutes "chattel paper"
     under the UCC and is the legal, valid and binding obligation of the Obligor
     thereunder in accordance with the terms thereof.

          (xviii) Title Documents. (A) If the related Financed Vehicle was
     originated in a State in which notation of security interest on the title
     document is required or permitted to perfect such security interest, the
     title document for such Financed Vehicle shows, or if a new or replacement
     title document is being applied for with respect to such Financed Vehicle
     the title document will be received within 180 days from the date of
     application and will show, Asta Funding named as the original secured party
     under the related Receivable as the Holder of a first priority security
     interest in such Financed Vehicle, and (B) if the related Financed Vehicle
     was originated in a State in which the filing of a financing statement
     under the UCC is required to perfect a security interest in motor vehicles,
     such filings or recordings have been duly made and show Asta Funding named
     as the original secured party under the related Receivable, and in either
     case, the Trustee, upon the conveyance of the Seller's interests in such
     security interests to the Trustee, has the same rights as such secured
     party has or would have (if such secured party were still the owner of the
     Receivable) against all parties claiming an interest in such Financed
     Vehicle. With respect to each Receivable for which the title document has
     not yet been returned from the Registrar of Titles, Asta Funding has
     received written evidence from the related Dealer that such title document
     showing Asta Funding as first lienholder has been applied for.

          (xix) Valid and Binding Obligation of Obligor. Each Receivable is the
     legal, valid and binding obligation of the Obligor thereunder and is
     enforceable in accordance with its terms, except only as such enforcement
     may be limited by bankruptcy, insolvency or similar laws affecting the
     enforcement of creditors' rights generally, all parties to such contract
     had full legal capacity to execute and deliver such contract and all other
     documents related thereto and to grant the security interest purported to
     be granted thereby and no party to such contract is in violation of any
     applicable law, rule or regulation that is material to the Receivable or
     the sale of the Financed Vehicle; the terms of such Receivable have not
     been waived or modified in any respect (other than with respect to
     amendments permitted by clause (viii) above).

          (xx) Tax Liens. As of the Cutoff Date, to the Seller's knowledge,
     there is no Lien against the related Financed Vehicle for delinquent taxes.

          (xxi) Maturity of Receivables. Each Receivable has an original
     maturity of not more than 60 months; the weighted average original maturity
     of the Receivables is approximately 43 months as of the Cutoff Date; the
     remaining maturity of each Receivable was 60 months or less as of the
     Cutoff Date; the weighted average remaining maturity of the Receivables was
     39 months as of the Cutoff Date.

          (xxii) Scheduled Payments. Each Receivable shall have an outstanding
     principal balance as of the Cutoff Date of not more than $30,361 and a
     first Scheduled Payment due on or prior to October 31, 1996.


                                       21

<PAGE>

          (xxiii) Characteristics of Obligors. As of the Cutoff Date, no Obligor
     on any Receivable was noted in the related records of Asta Funding or in
     the Receivable Files (A) as having been unemployed or (B) as having no
     verifiable address during the year immediately preceding the origination of
     the related Receivable.

          (xxiv) Location of Receivable Files. A complete Receivable File with
     respect to each Receivable is in the possession of the Custodian at the
     location listed in Schedule 2.

          (xxv) At the time of origination, each Receivable was originated in
     one of the following States, which are the only States in which the
     Receivables were originated:

                New York
                New Jersey
                Delaware
                Connecticut

          (xxvi) No Future Advances. The full principal amount of each
     Receivable has been advanced to each Obligor or advanced in accordance with
     the directions of each such Obligor, and there is no requirement for future
     advances thereunder. The Obligor with respect to the Receivable does not
     have any options under such Receivable to borrow from any person additional
     funds secured by the Financed Vehicle.

          (xxvii) Underwriting Guidelines. Each Receivable has been originated
     in accordance with the applicable Underwriting Guidelines of Asta Funding
     in effect at the time of origination.

          (xxviii) Financed Vehicle in Good Repair. To the best of the Seller's
     knowledge, each Financed Vehicle is in good repair and in working order.

          (xxix) Principal Balance. No Receivable has a Principal Balance which
     includes capitalized interest, physical damage insurance or late charges.

          (xxx) Servicing. At the applicable Cutoff Date, each Receivable was
     being serviced by the Servicer.

          (xxxi) Original Principal Amount. The original principal amount of
     each Receivable does not exceed $33,085.

          (xxxii) No Proceedings. There are no proceedings or investigations
     pending or, to the best knowledge of the Seller, threatened before any
     court, regulatory body, administrative agency or other governmental
     instrumentality having jurisdiction over the Seller or its respective
     properties: (A) asserting the invalidity of any of the Receivables; (B)
     seeking to prevent the enforcement of any of the Receivables; or (C)
     seeking any determination or ruling that might materially and adversely
     affect the payment on or enforceability of any Receivable. 


                                       22

<PAGE>

          (xxxiii) Certain New Jersey Receivables. No Receivables originated in
     New Jersey where cash price of the vehicle as shown on the Receivable is
     $10,000 or less shall require the payment by the Obligor of a premium with
     respect to the VSI Insurance Policy.

          Section 3.5 Repurchase Upon Breach. The Seller, the Servicer, the
Backup Servicer or the Trustee, as the case may be, shall inform the other
parties hereto promptly, in writing, upon the discovery of any breach of the
Seller's representations and warranties made pursuant to Section 3.4 (without
regard to any limitation therein as to the Seller's knowledge). Unless the
breach shall have been cured by the last day of the second Collection Period
following the Collection Period in which the discovery thereof was made by a
Trustee Officer of the Trustee or the Trustee received written notice from the
Seller, the Backup Servicer or the Servicer of such breach, Asta Funding shall
purchase any Receivable materially and adversely affected, or where the
Trustee's interest therein has been adversely affected, by the breach as of the
last day of such second Collection Period (or, at Asta Funding's option, the
last day of the first Collection Period following the Collection Period in which
the discovery was made). In consideration of the purchase of the Receivable,
Asta Funding shall remit the Purchase Amount, in the manner specified in Section
5.4. For the purposes of this Section 3.5, the Purchase Amount of a Receivable
that is not consistent with the warranty pursuant to Section 3.4(i)(D) shall
include such additional amount as shall be necessary to provide the full amount
of interest as contemplated therein. The sole remedy of the Trustee, the Trust
or the Certificateholders with respect to a breach of representations and
warranties pursuant to Section 3.4 shall be to enforce Asta Funding's obligation
to purchase such Receivables pursuant to the Purchase Agreement; provided,
however, that Asta Funding shall indemnify the Trustee and the Backup Servicer,
including officers, directors, employees and agents of either entity, the Trust
and the Certificateholders against all costs, expenses, losses, damages, claims
and liabilities, including reasonable fees and expenses of counsel, which may be
asserted against or incurred by any of them as a result of third party claims
arising out of the events or facts giving rise to such breach. Upon receipt of
the Purchase Amount and written instructions from the Servicer, the Trustee
shall execute and deliver all reasonable instruments of transfer or assignment,
without representation, warranty or recourse, as are prepared by the Seller and
delivered to the Trustee and necessary to vest in Asta Funding or such designee
title to the Receivable, the related Receivable File and the other related
documents and instruments referred to in Section 3.6(a).

          Section 3.6 Custody of Receivable Files.

          (a) To assure uniform quality in servicing the Receivables, to reduce
administrative costs and to perfect the security interest, the Trustee, upon the
execution and delivery of this Agreement, is hereby appointed as Custodian and
the Trustee hereby accepts such appointment, to act as Custodian of the
following documents or instruments which are hereby delivered to the Trustee
with respect to each Receivable:

          (i) the fully executed original of the Receivable and any amendments
     thereto:


                                       23

<PAGE>

          (ii) the original certificate of title or, if the applicable State
     title registration agency does not issue certificates of title to
     lienholders, such other documents under the applicable State's laws
     evidencing the security interest of Asta Funding in the Financed Vehicle,
     or a guarantee of title or an application for title if a certificate of
     title or other document evidencing the security interest in the Financed
     Vehicle has not yet been issued; and

          (iii) a copy of the VSI Insurance Policy (including all endorsements
     thereto), including endorsements confirming insurance thereunder (as
     reflected on master lists of insured Receivables annexed to such
     endorsements) regarding each Receivable covered thereby and an endorsement
     naming the Trustee as an additional insured thereunder.

          As evidence of its acknowledgment of such receipt of such Receivables,
the Custodian shall execute and deliver an acknowledgment of such receipt.

          The following documents shall be delivered to the Custodian within 30
days of the Closing Date:

          (iv) file-stamped copies of the UCC-1 from among statements filed
     pursuant to this Agreement.

          Items (a)(i), (ii) and (iii) shall be referred to collectively as the
"Receivable Files."

          The Custodian shall review the Receivable Files within 30 days after
the Closing Date, to verify that an original retail installment sale contract
and certificate of title are present for each Receivable and to verify that the
name of the Obligor, the Amount Financed, the account number and the APR are as
stated on Schedule 1 for such Receivable and that the Obligor's signature is an
original signature and that no Receivable evidenced by a New Jersey form of
contract shows a vehicle cash price of $10,000 or less and requires a payment by
the Obligor of a premium under the VSI Insurance Policy. The Custodian shall
immediately deliver written notice by certified mail to the Seller and Asta
Funding if any such document is missing or has not been delivered to the
Custodian by the time required as set forth in this Agreement. The Custodian
shall deliver written notice to the Rating Agency and the Certificateholders if
any original certificate of title or other document evidencing the security
interest of Asta Funding in the Financed Vehicle has not been delivered to the
Custodian within 180 days after the Closing Date. Such notice shall confirm
whether or not a guaranty of title or an application for title has been
delivered to the Custodian with respect to the related Receivable.

          With respect to Receivables for which the original retail installment
sale contract and, with respect to any Receivables File that does not contain an
original certificate of title, a copy of the application for a certificate of
title have not been delivered to the Custodian in accordance with this Section
3.6(a), the Seller shall cause Asta Funding to deliver the missing documents
within seven (7) Business Days of receipt of such notice or repurchase such
Receivables pursuant to Section 3.5 hereof. With respect to Receivables for
which original certificates of title or other documents evidencing the security
interest of Asta Funding in the


                                       24

<PAGE>

Financed Vehicle have not been delivered to the Custodian within 180 days of the
Closing Date, the Seller shall cause Asta Funding to deliver such documents
within such period of time as determined by the Rating Agency (after receipt of
notice as described in the preceding paragraph) or repurchase the Receivables
pursuant to Section 3.5 hereof. Other than the reviews set forth in this
paragraph, the Custodian shall have no duty or obligation to review any of the
Receivable Files.

          With respect to the Receivables set forth on Schedule 4 hereto (the
"Incomplete File Loans"), the Seller shall cause Asta Funding to deliver the
missing documents in accordance with the immediately preceding paragraph or
repurchase such Receivables pursuant to Section 3.5 hereof using funds on
deposit in the Escrow Account; provided that Asta Funding shall have the option
to substitute a Qualified Substitute Receivable for any Incomplete File Loan if
such substitution occurs within 90 days following the Closing Date. Asta Funding
shall establish the Escrow Account in the name of the Trustee for the benefit of
the Certificateholders, such account to be an Eligible Account, and shall
deposit therein on the Closing Date $2,000,000 with respect to the Incomplete
File Loans. The Escrow Account shall be a segregated trust account initially
established with the Trustee and maintained with the Trustee. The amount on
deposit in the Escrow Account shall be invested in Eligible Investments in
accordance with written instructions from the Servicer. To the extent that Asta
Funding has (i) delivered the missing documents with respect to any Incomplete
File Loan or (ii) has transferred to the Trust a Qualified Substitute
Receivable, an amount equal to the principal balance of the Incomplete File Loan
cured in such manner shall be released from the Escrow Account and paid to the
Seller. In the event of a repurchase of an Incomplete File Loan pursuant to
Section 4.7 (which repurchase shall occur immediately upon any attempted but
unsuccessful repossession of the related Financed Vehicle caused by the
Incomplete File Loan), the Purchase Amount of such Incomplete File Loan shall be
paid from the Escrow Account to the extent of funds remaining therein, and after
such amount is exhausted shall be paid by the Servicer as provided herein.

          (b) The Custodian agrees to maintain the Receivable Files at the
Corporate Trust Office or such other offices as shall from time to time be
identified to the Trustee, the Seller and Asta Funding by written notice.
Subject to the foregoing, the Custodian may temporarily move individual
Receivable Files or any portion thereof without notice as necessary to enable
the Servicer to conduct collection and other servicing activities in accordance
with its customary practices and procedures.

          The Custodian shall have and perform the following powers and duties:

          (i) hold the Receivable Files for the benefit of all present and
     future Certificateholders, maintain accurate records pertaining to each
     Receivable to enable it to comply with the terms and conditions of this
     Agreement and maintain a current inventory thereof;

          (ii) carry out such policies and procedures in accordance with its
     customary actions with respect to the handling and custody of the
     Receivable Files so that the integrity and physical possession of the
     Receivable Files will be maintained; and


                                       25

<PAGE>

          (iii) promptly release the original certificate of title to the
     Servicer upon receipt of a written request for release of documents
     certified by an officer of the Servicer, substantially in the form of
     Exhibit J hereto, with respect to the matters therein.

          Section 3.7 Duties of Custodian.

          (a) Safekeeping. The Trustee, in its capacity as Custodian, shall hold
the Receivable Files for the benefit of the Certificateholders and maintain
accurate and complete accounts, records, and computer systems pertaining to each
Receivable File. In performing its duties, the Custodian shall act with
reasonable care, using that degree of skill and attention that the Custodian
exercises with respect to the receivable files relating to all comparable
automotive receivables held by the Custodian. The Custodian makes no
representations as to (i) the validity, legality, enforceability, sufficiency,
due authorization or genuineness of any of the documents contained in each
Receivables File or of any of the Receivables or (ii) the collectibility.
effectiveness, insurability or suitability of any Receivable.

          (b) Maintenance of and Access to Records. Subject to Section 3.6(b),
the Custodian shall maintain each Receivable File at the Corporate Trust Office.
The original of each Receivable and the original of each certificate of title or
application therefor shall be stored in a fireproof vault. The Custodian shall
make available to the Servicer and the Certificateholders or their duly
authorized representatives, attorneys, or auditors a list of locations of the
Receivable Files, the Receivable Files and the related accounts, records and
computer systems maintained by the Custodian at such times as the Servicer, the
Trustee or the Majority Certificateholders shall instruct following reasonable
notice to the Custodian and during business hours.

          (c) Release of Documents. In addition to releasing certificates of
title pursuant to Section 3.6(b)(iii), upon instruction from the Servicer, in
the form of Exhibit J hereto. the Custodian shall release as soon as practicable
any document in a Receivable File to the Servicer, the Servicer's agent or
designee, as the case may be, at such place or places as the Servicer may
designate following reasonable notice to the Custodian and during business
hours.

          Section 3.8 Instructions; Authority to Act. The Custodian shall be
deemed to have received proper instructions with respect to the Receivable Files
upon its receipt of written instructions from the Servicer in the form of
Exhibit J hereto.

          Section 3.9 Custodian's Indemnification. The Servicer shall indemnify
the Custodian, including its officers, directors, employees and agents, for any
and all liabilities, obligations, losses, compensatory damages, payments, costs,
or expenses of any kind whatsoever that may be imposed on, incurred, or asserted
against the Trust or the Custodian as the result of any improper act or omission
by the Servicer in any way relating to the maintenance and custody by the
Custodian of the Receivable Files; provided, however, that the Servicer shall
not be liable for any portion of any such amount resulting from the willful
misfeasance, bad faith, or negligence of the Custodian or its representatives,
attorneys or auditors.


                                       26

<PAGE>

          Section 3.10 Effective Period and Termination. The Trustee's
appointment as Custodian shall become effective as of the Closing Date and shall
continue in full force and effect until the Trustee resigns or is removed
pursuant to Section 10.8. As soon as practicable after any termination of such
appointment, the Custodian shall, at the Servicer's expense if the Custodian is
not then the Servicer, deliver the Receivable Files to the successor Custodian
or its agent at such place or places as the successor Custodian may designate in
writing to the Trustee, Asta Funding and the Seller.

                                   ARTICLE IV

                   ADMINISTRATION AND SERVICING OF RECEIVABLES

          Section 4.1 Duties of Servicer. The Servicer, as agent for the Trust
and the Certificateholders (to the extent provided herein), shall manage,
service, administer, make collections on the Receivables (other than Purchased
Receivables) and administer and enforce the Insurance Policies, with reasonable
care, using that degree of skill and attention that the Servicer exercises with
respect to all comparable automotive receivables that it services for itself or
others and that is consistent with prudent industry standards. The Servicer's
duties shall include collection and posting of all payments, administering and
enforcing the Insurance Policies, responding to inquiries of Obligors on such
Receivables, investigating delinquencies, sending monthly invoices to Obligors,
accounting for collections and furnishing monthly and annual statements to the
Trustee with respect to distributions. The Servicer shall follow its currently
employed standards, policies and procedures or such more exacting standards,
policies and procedures as the Servicer employs in the future, in performing its
duties as Servicer. Without limiting the generality of the foregoing, and
subject to the servicing standards set forth in this Agreement, the Servicer is
authorized and empowered by the Trustee to execute and deliver, on behalf of
itself, the Trust and the Certificateholders or any of them, any and all
instruments of satisfaction or cancellation, or partial or full release or
discharge, and all other comparable instruments, with respect to such
Receivables or to the Financed Vehicles securing such Receivables and/or the
certificates of title with respect to such Financed Vehicles. If the Servicer
shall commence a legal proceeding to enforce a Receivable, the Trustee (in the
case of a Receivable other than a Purchased Receivable) shall thereupon be
deemed to have automatically assigned, solely for the purpose of collection,
such Receivable to the Servicer. If in any enforcement suit or legal proceeding
it shall be held that the Servicer may not enforce a Receivable on the ground
that it shall not be a real party in interest or a Holder entitled to enforce
such Receivable, the Trustee shall, at the Servicer's expense and direction,
take reasonable steps to enforce such Receivable, including bringing suit in its
name or the name of the Certificateholders. The Servicer may delegate any of its
duties set forth herein to the Backup Servicer to the extent the Backup Servicer
has agreed to perform such duties in the Servicing Assumption Agreement. The
Servicer shall prepare and furnish and the Trustee shall execute, any powers of
attorney and other documents reasonably necessary or appropriate to enable the
Servicer to carry out its servicing and administrative duties hereunder.

          Section 4.2 Collection and Allocation of Receivable Payments. The
Servicer shall use its best efforts to collect all payments called for under the
terms and provisions of the


                                       27

<PAGE>

Receivables as and when the same shall become due and shall follow such
collection procedures as it follows with respect to all comparable automotive
receivables that it services for itself or others and that are consistent with
prudent industry standards; provided, however, that the Servicer shall notify
each Obligor to make all payments with respect to the Receivables to a Lock-Box.
The Servicer, for so long as Asta Funding is the Servicer, may grant extensions
on a Receivable; provided, however, that no extension shall for the purpose of
this Agreement modify the Scheduled Payment due in respect of any Collection
Period; provided further, however, that the Servicer may grant only one
extension not in excess of 15 days with respect to a Receivable (including for
purposes of the foregoing, any extension granted prior to the Cutoff Date); and
provided, further, that if the Servicer extends the date for final payment by
the Obligor of any Receivable beyond the last day of the Collection Period
preceding the Final Scheduled Distribution Date, it shall promptly purchase the
Receivable from the Trust in accordance with the terms of Section 4.7 hereof
(and for purposes thereof, the Receivable shall be deemed to be materially and
adversely affected by such breach). Notwithstanding the foregoing, the Servicer
shall not extend or modify the Scheduled Payments of a Receivable unless such
Receivable is in default, default thereunder is imminent or a modification is
required by law. The Servicer may, in its discretion, waive any late payment
charge or any other fees that may be collected in the ordinary course of
servicing a Receivable. The Servicer shall not consensually agree to any
alteration of the interest rate on any Receivable or of the amount of any
Scheduled Payment on Receivables.

          Section 4.3 Realization Upon Receivables. On behalf of the Trust and
the Certificateholders, the Servicer shall use its best efforts, consistent with
its customary servicing procedures, to repossess or otherwise convert the
ownership of the Financed Vehicle securing any Receivable as to which the
Servicer shall have determined eventual payment in full is unlikely. The
Servicer shall commence efforts to repossess or otherwise convert the ownership
of a Financed Vehicle on or prior to the date that all or a portion of a
Scheduled Payment thereon in excess of five percent (5%) of such Scheduled
Payment is 120 days or more delinquent; provided, however, that the Servicer may
elect not to commence such efforts within such time period if in its good faith
judgment it determines either that it would be impracticable to do so or that
the proceeds ultimately recoverable with respect to such Receivable would be
increased by forbearance. The Servicer shall follow such customary and usual
practices and procedures as it shall deem necessary or advisable in its
servicing of automotive receivables and that are consistent with prudent
industry standards, which may include its best efforts to realize upon any
recourse to Dealers and selling the Financed Vehicle at public or private sale.
The foregoing shall be subject to the provision that, in any case in which the
Financed Vehicle shall have suffered damage, the Servicer shall not expend funds
in connection with the repair or the repossession of such Financed Vehicle
unless it shall determine in its discretion that such repair or repossession
will increase the proceeds ultimately recoverable with respect to such
Receivable by an amount greater than the amount of such expenses. The Servicer
shall dispose of any Financed Vehicle acquired by the Trust as soon as
practicable. The Trust shall not accept any consideration for any acquired
Financed Vehicle other than cash.


                                       28

<PAGE>

          Section 4.4 Physical Damage Insurance; Other Insurance.

          (a) The Servicer, in accordance with its customary servicing
procedures, shall require (i) that each Obligor shall maintain insurance
covering the Financed Vehicle insuring against loss and damage due to fire,
theft, transportation, collision and other risks generally covered by
comprehensive and collision coverage naming Asta Funding and its successors and
assigns as an additional insured and permits the Holder of such Receivable to
obtain physical damage insurance at the expense of the Obligor if the Obligor
fails to do so, (ii) maintain the VSI Insurance Policy in full force and effect
with respect to all Receivables for the life of the Trust, or, at the Seller's
option, replace such insurance with a policy from another insurer having a
claims paying rating not lower than the then current claims paying rating of the
then current VSI insurer with substantially similar loss coverage and covering
all Receivables and (iii) each Receivable that finances the cost of premiums for
any Insurance Policy is covered by an Insurance Policy naming the respective
Dealer or Asta Funding as policyholder (creditor) or creditor's assignee,
respectively.

          (b) To the extent applicable, the Servicer shall not take any action
which would result in noncoverage under any of the insurance policies referred
to in Section 4.4(a) which, but for the actions of the Servicer, would have been
covered thereunder. The Servicer, on behalf of the Trustee, shall take such
reasonable action as shall be necessary to permit recovery under any of the
foregoing insurance policies. Any amounts collected by the Servicer under any of
the foregoing insurance policies shall be deposited in the Collection Account
pursuant to Section 5.2. The Servicer shall cause to be maintained and enforced
in respect of each Financed Vehicle the insurance referred to in Section
4.4(a)(i) above; provided, that the Servicer shall not be required to maintain
and enforce such insurance in respect to any Financed Vehicle having an unpaid
Principal Balance of less than $2,000.

          Section 4.5 Maintenance of Security Interests in Financed Vehicles.
The Servicer shall take such steps as are necessary to maintain perfection of
the security interest created by each Receivable in the related Financed Vehicle
including but not limited to obtaining the execution by the Obligors and the
recording, registering, filing, re-recording, re-registering and refiling of all
security agreements, financing statements and continuation statements or
instruments as are necessary to maintain the security interest granted by
Obligors under the respective Receivables. The Trustee hereby authorizes the
Servicer to take such steps as are necessary to re-perfect or continue the
perfection of such security interest on behalf of the Trust in the event of the
relocation of a Financed Vehicle or for any other reason.

          Section 4.6 Covenants of Servicer. The Servicer shall not release the
Financed Vehicle securing each Receivable from the security interest granted by
such Receivable in whole or in part except in the event of payment in full by
the Obligor thereunder or foreclosure thereunder, nor shall the Servicer impair
the rights of the Certificateholders in such Receivables, nor shall the Servicer
amend a Receivable, except that extensions may be granted in accordance with
Section 4.2.

          Section 4.7 Purchase of Receivables Upon Breach. The Servicer or the
Trustee shall inform the other party promptly, in writing, upon the discovery of
any breach


                                       29

<PAGE>

pursuant to Sections 4.2, 4.4, 4.5 or 4.6. Unless the breach shall have been
cured by the last day of the second Collection Period following the month in
which such discovery was made (or, at the Servicer's election, the last day of
the first following Collection Period), the Servicer shall purchase any
Receivable materially and adversely affected by such breach. On each
Determination Date, the Servicer will inform the Trustee as to the Receivables,
if any, with respect to which the first Scheduled Payment has not been made
within the earlier of (a) forty-five days after the contractual due date of such
payment or (b) the date on which the related Financed Vehicle is assigned for
repossession. All such Receivables shall be repurchased by the Servicer on the
next Distribution Date. In consideration of the purchase of any such Receivable,
the Servicer shall remit the Purchase Amount in the manner specified in Section
5.4. The sole remedy of the Trustee, the Trust or the Certificateholders with
respect to a breach pursuant to Section 4.2, 4.4, 4.5 or 4.6 shall be to require
the Servicer to repurchase Receivables pursuant to this Section 4.7. The Trustee
shall be under no duty or obligation to inquire or investigate as to the
Servicer's compliance with Sections 4.2, 4.4, 4.5 or 4.6.

          Section 4.8 Servicing Fee. The Servicing Fee for the initial
Distribution Date shall equal the product of one-twelfth times the Servicing
Rate times the Original Pool Balance. Thereafter, the Servicing Fee for a
Distribution Date shall equal the product of one twelfth times the Servicing
Rate times the Pool Balance as of the close of business on the last day of the
second Collection Period immediately preceding the related Distribution Date.
The Servicer shall also be entitled to collect and retain, and the Servicing Fee
shall also include (i) all other administrative fees or similar charges allowed
by applicable law with respect to Receivables, collected (from whatever source)
on the Receivables and (ii) any interest or investment income earned on funds
deposited in the Collection Account.

          Section 4.9 Servicer's Certificate. By 12:00 noon, New York City time,
on each Determination Date, the Servicer shall deliver or cause the Backup
Servicer to deliver to the Trustee, the Rating Agency, Greenwich Capital
Markets, Inc. and the Seller, a Servicer's Certificate containing all
information necessary to make the distributions pursuant to Section 5.5
(including, if required, the computation of the Reserve Account Draw and the
amount of any Simple Interest Adjustment) for the Collection Period preceding
the date of such Servicer's Certificate and all information necessary for the
Trustee to send statements to Certificateholders pursuant to Section 5.8.
Receivables to be purchased by the Servicer or to be purchased by Asta Funding
shall be identified by the Servicer by account number with respect to such
Receivable (as specified in Schedule 1). Notwithstanding the foregoing, it is
understood and agreed that the Backup Servicer has agreed to act as the
Servicer's agent for the purpose of preparing and delivering the Servicer's
Certificate, and so long as the Backup Servicer timely prepares and delivers the
Servicer's Certificate, the Servicer shall not be required to do so.

          Section 4.10 Annual Statement as to Compliance; Notice of Default.

          (a) The Servicer shall deliver to the Trustee, on or before January 31
of each year beginning January 31, 1998, an Officer's Certificate, dated as of
September 30 of the preceding year, stating that (i) a review of the activities
of the Servicer during the preceding 12-month period (or in the case of the
first such certificate, the period from the Closing Date to September 30, 1997)
and of its performance under this Agreement has been made under such


                                       30

<PAGE>

officer's supervision and (ii) to the best of such officer's knowledge, based on
such review, the Servicer has fulfilled all its obligations under this Agreement
throughout such year (or period. as applicable), or, if there has been a default
in the fulfillment of any such obligation, specifying each such default known to
such officer and the nature and status thereof. The Trustee shall send a copy of
such certificate and the report referred to in Section 4.11 to the Rating Agency
and Greenwich Capital Markets, Inc. A copy of such certificate and the report
referred to in Section 4.11 may be obtained by any Certificateholder by a
request in writing to the Trustee addressed to the Corporate Trust Office.

          (b) The Servicer shall deliver to the Trustee, Greenwich Capital
Markets, Inc. and the Rating Agency, promptly after having obtained knowledge
thereof, but in no event later than five (5) Business Days thereafter, written
notice in an Officer's Certificate of any event which with the giving of notice
or lapse of time, or both, would become an Event of Default under clause (a),
(b) or, so long as Asta Funding is Servicer, clause (d) or (e) of Section 9.1.
The Seller shall deliver to the Trustee, Greenwich Capital Markets, Inc. and the
Rating Agency, promptly after having obtained knowledge thereof, but in no event
later than five (5) Business Days thereafter, written notice in an Officer's
Certificate of any event which with the giving of notice or lapse of time, or
both, would become an Event of Default under clause (b) of Section 9.1.

          Section 4.11 Annual Independent Certified Public Accountant's Report.
The Servicer shall cause a nationally recognized firm of independent certified
public accountants, who may also render other services to the Servicer or to the
Seller, to deliver to the Trustee and the Rating Agency on or before January 31
of each year beginning January 31, 1998, a report addressed to the Board of
Directors of the Servicer, to the effect that such firm has examined the
financial statements of the Servicer and issued its report thereof and that such
examination (a) was made in accordance with generally accepted auditing
standards, and accordingly included such tests of the accounting records and
such other auditing procedures as such firm considered necessary in the
circumstances; (b) included tests relating to auto loans serviced for others in
accordance with the requirements of the Uniform Single Audit Program for
Mortgage Bankers (the "Program"), to the extent the procedures in such Program
are applicable to the servicing obligations set forth in this Agreement; (c)
included an examination of the delinquency and loss statistics relating to the
Servicer's portfolio of automobile, van and light truck installment sales
contracts; and (d) except as described in the report, disclosed no exceptions or
errors in the records relating to automobile, van and light truck loans serviced
for others that, in the firm's opinion, paragraph four (4) of such Program
requires such firm to report. The accountant's report shall further state that
(i) a review in accordance with agreed upon procedures acceptable to the Rating
Agency was made of three (3) randomly selected Servicer's Certificates; (ii)
except as disclosed in the report, no exceptions or errors in the Servicer's
Certificates were found: and (iii) the delinquencies and loss information
relating to the Receivables contained in the Servicer's Certificates were found
to be accurate.

          The Report will also indicate that the firm is independent of the
Servicer within the meaning of the Code of Professional Ethics of the American
Institute of Certified Public Accountants.


                                       31

<PAGE>

          Section 4.12 Servicer Expenses. The Servicer shall be required to pay
out of its Servicing Fee all expenses incurred by it in connection with its
activities hereunder (other than the reasonable costs of liquidation of
Receivables), including fees and disbursements of independent accountants, the
cost of maintaining the rating on the Certificates, taxes imposed on the
Servicer, and expenses incurred in connection with distributions and reports to
Certificateholders. In the event that the Backup Servicer becomes Servicer, the
cost of maintaining the rating on the Certificates shall be paid by the Seller.

          Section 4.13 Access to Certain Documentation and Information Regarding
Receivables. The Servicer shall provide to representatives of the Trustee
reasonable access to documentation and computer systems and information
regarding the Receivables. The Servicer shall provide such access to any
Certificateholder only in such cases where the Servicer is required by
applicable statutes or regulations (whether applicable to the Servicer or to
such Certificateholder) to permit such Certificateholder to review such
materials. In each case, such access shall be afforded without charge but only
upon reasonable request and during normal business hours. Nothing in this
Section 4.13 shall derogate from the obligation of the Servicer to observe any
applicable law prohibiting disclosure of information regarding the Obligors, and
the failure of the Servicer to provide access as provided in this Section 4.13
as a result of such obligation shall not constitute a breach of this Section
4.13.

          Section 4.14 Preparation and Verification of Servicer's Certificate.
On or before the seventh Business Day of each month, the Servicer will deliver
to the Trustee and the Backup Servicer a magnetic tape or diskette in a format
acceptable to the Trustee and the Backup Servicer containing information with
respect to the Receivables as of the close of business on the last day of the
preceding Collection Period containing the information necessary for preparation
of the Servicer's Certificate. Unless the Backup Servicer has prepared the
Servicer's Certificate on behalf of the Servicer, the Backup Servicer shall use
such to verify the Servicer's Certificate delivered by the Servicer, and the
Backup Servicer shall notify the Servicer of any discrepancies on or before the
second Business Day following the Determination Date. In the event that the
Backup Servicer reports any discrepancies, the Servicer and the Backup Servicer
shall attempt to reconcile such discrepancies prior to the third Business Day
prior to the related Distribution Date, but in the absence of a reconciliation,
the Servicer's Certificate shall control for the purpose of calculations and
distributions with respect to the related Distribution Date. In the event that
the Backup Servicer and the Servicer are unable to reconcile discrepancies with
respect to a Servicer's Certificate by the related Distribution Date, the
Servicer shall cause a firm of independent certified public accountants, at the
Servicer's expense, to audit the Servicer's Certificate and, prior to the fifth
calendar day of the following month, reconcile the discrepancies. The effect, if
any, of such reconciliation shall be reflected in the Servicer's Certificate for
such next succeeding Determination Date. Other than the duties specifically set
forth in this Agreement, the Backup Servicer shall have no obligations
hereunder, including, without limitation, to supervise, verify, monitor or
administer the performance of the Servicer. The Backup Servicer shall have no
liability for any actions taken or omitted by the Servicer. The duties and
obligations of the Backup Servicer shall be determined solely by the express
provisions of this Agreement and no implied covenants or obligations shall be
read into this Agreement against the Backup Servicer. 


                                       32
<PAGE>

          Section 4.15 Errors and Omissions Insurance. The Servicer, at its own
expense, shall procure within 30 days of the Closing Date and shall thereafter
maintain an errors and omissions insurance policy, with $500,000 coverage with
responsible companies on all officers, employees or other persons acting on
behalf of the Servicer in any capacity with regard to the Receivables to handle
funds, money, documents and papers relating to the Receivables. Any such errors
and omissions insurance shall protect and insure the Servicer against losses,
including forgery, theft, embezzlement, fraud, errors and omissions and
negligent acts of such persons and shall be maintained in a form that would meet
the requirements of prudent institutional sub-prime automobile loan servicers.
No provision of this Section 4.15 requiring such errors and omissions insurance
shall diminish or relieve the Servicer from its duties and obligations as set
forth in this Agreement. The Servicer shall be deemed to have complied with this
provision if one of its respective Affiliates has such errors and omissions
policy coverage and, by the terms of such errors and omission policy, the
coverage afforded thereunder extends to the Servicer. Upon request of the
Trustee, the Servicer shall cause to be delivered to the Trustee a certification
evidencing coverage under such insurance policy. Any such errors and omissions
insurance policy shall not be cancelled or modified in a materially adverse
manner without ten days' prior written notice to the Trustee and the Rating
Agency.

                                    ARTICLE V

                DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS

          Section 5.1 Accounts. Exhibit F hereto sets forth the Lock-Box and the
Lock-Box Account. The Lock-Box shall be a post office box in the name of the
Trustee. Neither the Seller or the Servicer shall have access to or any control
over such Lock-Box. The Servicer may, at the Servicer's expense, cause the
Trustee to terminate and substitute the Lock-Box Bank for another bank, but only
(a) upon written notice from the Servicer to the Trustee and the Seller, and (b)
so long as no Event of Default shall have occurred and be continuing. The
Servicer shall give ten (10) days prior written notice (if practicable) to the
Trustee of the name and address of the proposed new Lock-Box Bank, which notice
shall identify the related Lock-Box Account.

          The Servicer shall establish the Lock-Box Account, the Collection
Account and the Certificate Account in the name of the Trustee for the benefit
of the Certificateholders, such accounts to be Eligible Accounts. The Collection
Account and the Certificate Account shall be segregated trust accounts initially
established with the Trustee and maintained with the Trustee so long as the
Trustee has the Required Deposit Rating; provided, however, if the deposits of
the Trustee no longer have the Required Deposit Rating, the Servicer shall
within 30 days, with the Trustee's assistance as necessary, cause such accounts
to be moved to a bank or trust company with the Required Deposit Rating (each
such bank or trust company, a "Successor Bank"). Should the deposits of any
Successor Bank no longer have the Required Deposit Rating, the Servicer within
30 days shall, with the Successor Bank's assistance as necessary, cause such
accounts to be moved to a bank or trust company, the deposits of which shall
have the Required Deposit Rating.


                                       33
<PAGE>

          All amounts held in the Collection Account shall be invested by the
Trustee at the written direction of the Servicer in Eligible Investments in the
name of the Trustee as trustee of the Trust and shall mature no later than the
Business Day immediately preceding the Distribution Date next succeeding the
date of such investment (or in the case of money market fund investments, on
such Distribution Date). Such written direction shall certify that any such
investment is authorized by this Section. No investment may be sold prior to its
maturity. Amounts in the Lock-Box Account and the Certificate Account shall not
be invested. The Certificate Account shall be a non-interest-bearing account.
Earnings on investments of funds in the Collection Account shall be paid to the
Servicer as additional servicing compensation pursuant to Section 4.8 hereof.

          Section 5.2 Collections. The Servicer shall remit all payments made by
or on behalf of the Obligors that are received by the Servicer with respect to
the Receivables (other than Purchased Receivables) and all Liquidation Proceeds
to the Lock-Box Account no later than the Business Day following receipt. No
later than the Business Day after deposit in the Lock-Box Account, the Trustee
shall cause the Lock-Box Bank to transfer all available funds from the Lock-Box
Account to the Collection Account.

          Section 5.3 Application of Collections. All collections for the
Collection Period shall be applied by the Servicer as follows:

               with respect to each Receivable (other than a
               Purchased Receivable), payments by or on behalf of
               the Obligor shall be applied first to interest on
               the Receivable and any excess remaining thereafter
               shall be applied to principal of the Receivable.

          Section 5.4 Additional Deposits. The Servicer or Asta Funding, as the
case may be, shall deposit or cause to be deposited in the Collection Account
the aggregate Purchase Amount with respect to Purchased Receivables and the
Servicer shall deposit therein all amounts to be paid under Section 11.2. All
such deposits shall be made, in immediately available funds, on the Business Day
preceding the Distribution Date.

          Section 5.5 Distributions.

          (a) On each Distribution Date, the Trustee shall cause to be
transferred from the Collection Account, to the extent of the Total Available
Distribution Amount, to the Certificate Account, in immediately available funds,
those funds that were deposited in the Collection Account for the Collection
Period related to such Distribution Date, based solely on the amounts set forth
in the Servicer's Certificate for the related Distribution Date.

          (b) Prior to each Distribution Date, the Backup Servicer on behalf of
the Servicer shall on the related Determination Date calculate the Total
Available Distribution Amount, the Available Interest Distribution Amount, the
Available Principal Distribution Amount, the Class A Distributable Amount, the
Class B Distributable Amount, the Class C Distributable Amount, the Reserve
Account Balance, the Simple Interest Differential Account


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<PAGE>

Balance and, based on the Total Available Distribution Amount and the other
distributions to be made on such Distribution Date, determine the amount
distributable to Certificateholders of each Class and the other distributions to
be made on such Distribution Date.

          (c) The rights of the Class B Certificateholders to receive
distributions with respect to the Class B Certificateholders shall be and hereby
are subordinated to the rights of the Class A Certificateholders to receive
distributions in respect of the Class A Certificates to the extent provided in
this Section. The rights of the Class C Certificateholders to receive
distributions in respect of the Class C Certificates shall be and hereby are
subordinated to the rights of the Class A Certificateholders and the Class B
Certificateholders to receive their respective distributions to the extent
provided in this Section. On each Distribution Date, the Trustee (based on the
information contained in the Servicer's Certificate delivered on the related
Determination Date pursuant to Section 4.9) shall, subject to Section 5.5(e),
make the following distributions from the funds then on deposit in the
Certificate Account (including funds transferred from the Reserve Account when
necessary pursuant to Section 5.6) in the following order of priority:

          (i) to the Backup Servicer, the Backup Servicer Fee and expenses and
     all unpaid Backup Servicer Fees and unreimbursed expenses from prior
     Collection Periods; to the Servicer, the Servicing Fees and liquidation
     expenses (including reasonable attorney fees and expenses) to the extent
     such liquidation expenses are not required to be covered by the Servicing
     Fee or to the extent not previously recovered from Liquidation Proceeds,
     and all unpaid Servicing Fees and unreimbursed liquidation expenses
     (including reasonable attorney fees and expenses) to the extent such
     liquidation expenses are not required to be covered by the Servicing Fee or
     to the extent not previously recovered from Liquidation Proceeds, from
     prior Collection Periods; to the Trustee and the Custodian, the Trustee and
     Custodian Fees and all unpaid Trustee and Custodian Fees from prior
     Collection Periods and, to the extent not previously paid by the
     predecessor Servicer pursuant to Section 9.1, to the successor to the
     Servicer, any reasonable transition costs incurred by such successor
     Servicer in acting as successor Servicer;

          (ii) to the Class A Certificateholders, an amount equal to the sum of
     the Class A Interest Distributable Amount and any Class A Interest
     Carryover Shortfall from the prior Distribution Date;

          (iii) to the Class B Certificateholders, an amount equal to the sum of
     the Class B Interest Distributable Amount and any Class B Interest
     Carryover Shortfall from the prior Distribution Date;

          (iv) to the Class C Certificateholders, an amount equal to the sum of
     the Class C Interest Distributable Amount and any Class C Interest
     Carryover Shortfall from the prior Distribution Date;

          (v) to the Class A Certificateholders, an amount equal to the sum of
     the Class A Principal Distributable Amount and any Class A Principal
     Carryover Shortfall from the prior Distribution Date;


                                       35


<PAGE>

          (vi) to the Class B Certificateholders, an amount equal to the sum of
     the Class B Principal Distributable Amount and any Class B Principal
     Carryover Shortfall from the prior Distribution Date;

          (iv) to the Class C Certificateholders, an amount equal to the sum of
     the Class C Principal Distributable Amount and any Class C Principal
     Carryover Shortfall from the prior Distribution Date;

          (vii) to the Reserve Account, the amount, if any, required to cause
     the balance therein to equal to the Reserve Requirement; and

          (ix) to the Seller, an amount equal to any remaining amounts in the
     Certificate Account after the distributions described in clauses (i)
     through (viii) above, if any.

          (d) Subject to Section 11.1 respecting the final payment upon
retirement of each Certificate, the Servicer shall on each Distribution Date
instruct the Trustee to distribute to each Certificateholder of any Class of
record on the preceding Record Date either by wire transfer, in immediately
available funds to the account of such Holder at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
to the Trustee appropriate written instructions prior to the Record Date for
such Distribution Date and such Holder's Certificates of such Class in the
aggregate evidence a denomination of not less than $1,000,000, or if not, by
check mailed to such Certificateholder at the address of such Holder appearing
in the Certificate Register, the amounts to be distributed to such
Certificateholder pursuant to Section 5.5(c) in proportion to its Certificate
Balance.

          Section 5.6 Reserve Account, Priority of Distributions.

          (a) In order to assure that sufficient amounts to make required
payments to the Certificateholders specified therein will be available, there
shall be established and maintained with the Trustee, other than in its capacity
as Trustee of the Trust, the following Eligible Account: the "Reserve
Account--Asta Auto Trust 1996-1 "(the "Reserve Account"), which will include 
the money and other property deposited and held therein pursuant to Section 
5.5(c) and this Section 5.6.

          (b) The Reserve Account shall be initially funded on the Closing Date
by the Seller in the amount of the Reserve Account Initial Deposit.

          (c) Amounts held in the Reserve Account shall be invested in Eligible
Investments, in accordance with written instructions from the Seller (or its
successors) or its designee, and such investments shall not be sold or disposed
of prior to their maturity but shall mature no later than one (1) Business Day
before the Distribution Date next succeeding the date of investment (or in the
case of money market fund investments, on such Distribution Date). All such
investments shall be made in the name of the Trustee as Trustee for the benefit
of the Certificateholders. Any loss on investment of amounts held in the Reserve
Account and all income and gain on the Reserve Account shall be credited to such
account.


                                       36


<PAGE>

          (d) If on any Distribution Date the Total Available Distribution
Amount is insufficient to distribute the full amount described in clauses (i)
through (vii) of Section 5.5(c), the Trustee shall withdraw an amount equal to
such insufficiency from the Reserve Account (any such amount, the "Reserve
Account Draw") and apply such amount (in the order of priority provided by
Section 5.5(c)) in respect of such insufficiencies. If on any Distribution Date
amounts on deposit in the Reserve Account are in excess of the Reserve
Requirement for such date (after giving effect to Reserve Account Draws on such
date, if applicable), the Trustee shall release such excess to the Seller as
owner of the funds on deposit in the Reserve Account. Any amounts released from
the Reserve Account on any Distribution Date shall not be available for Reserve
Account Draws on following Distribution Dates. Upon termination of this
Agreement, any amounts on deposit in the Reserve Account, after payment of all
amounts due the Backup Servicer, the Trustee, the Custodian, the Servicer and
the Certificateholders, shall be paid to the Seller.

          Section 5.7 Simple Interest Differential Account.

          (a) In order to cover certain potential shortfalls due to use of the
Simple Interest Method, there shall be established and maintained with the
Trustee the following Eligible Account: the "Simple Interest Differential
Account--Asta Auto Trust 1996-1" (the "Simple Interest Differential Account"),
which will include the money and other property deposited and held therein
pursuant to this Section 5.7.

          (b) The Simple Interest Differential Account shall be initially funded
on the Closing Date by the Seller in the amount of $360,000.

          (c) Amounts held in the Simple Interest Differential Account shall be
invested in Eligible Investments, in accordance with written instructions from
the Seller (or its successors) or its designee, and such investments shall not
be sold or disposed of prior to their maturity but shall mature no later than
one (1) Business Day before the Distribution Date next succeeding the date of
investment (or in the case of money market fund investments, on such
Distribution Date). All such investments shall be made in the name of the
Trustee as Trustee for the benefit of the Certificateholders. Any loss on
investment of amounts held in the Simple Interest Differential Account and all
income and gain on the Simple Interest Differential Account shall be credited to
such account.

          (d) On each Distribution Date, the Trustee shall withdraw from the
Simple Interest Differential Account an amount, calculated by the Servicer and
transmitted to the Trustee in writing on or before the related Determination
Date, equal to the sum of the amounts for each Receivable that was the subject
of a prepayment or final Scheduled Payment during the preceding Collection
Period, or that became a Liquidated Receivable during such Collection Period, in
an amount (the "Simple Interest Differential Adjustment") equal to the excess,
if any, of the principal balance of the Receivable computed pursuant to the
Simple Interest Method over the principal balance of such Receivable computed
pursuant to the actual method set forth in the Receivable as of the date of the
last payment made by the Obligor on the Receivable, and shall transfer such sum
to the Collection Account for application pursuant to Section 5.5(c); provided,
however, the amount on deposit in the Simple Interest Differential Account will
not


                                  37


<PAGE>

exceed $360,000. Upon termination of this Agreement, any amounts on deposit in
the Simple Interest Differential Account, after payment of all amounts due the
Backup Servicer, the Trustee, the Custodian, the Servicer and the
Certificateholders, shall be paid to the Seller.

          Section 5.8 Statements to Certificateholders; Tax Returns. With each
distribution from the Certificate Account to the Certificateholders made on a
Distribution Date, the Servicer shall provide, or shall cause the Backup
Servicer to provide, to the Trustee for the Trustee to forward to each
Certificateholder of record, Greenwich Capital Markets, Inc. and the Rating
Agency a statement substantially in the form of Exhibit E hereto setting forth
at a minimum the following information as to each Class of Certificates to the
extent applicable:

          (a) Servicer Collections:

               (i) the Available Interest Distribution Amount;

               (ii) the Available Principal Distribution Amount; and

               (iii) the Total Available Distribution Amount.

          (b) Distribution:

               (i) the amount of such distribution allocable to principal in
     respect of each Class of Certificates;

               (ii) the amount of such distribution allocable to interest in
     respect of each Class of Certificates;

               (iii) the Pool Balance, the Pool Factor, the Class Factor, the
     weighted average coupon, the weighted average maturity (in months) and the
     remaining number of Receivables as of the close of business on the first
     and the last day of the related Collection Period, after giving effect to
     payments allocated to principal reported under clause (1,)(i) above;

               (iv) the aggregate Certificate Balance of each Class as of the
     close of business on the last day of the preceding Collection Period, after
     giving effect to payments allocated to principal reported under clause
     (1))(i) above;

               (v) the amount of the Servicing Fee paid to the Servicer with
     respect to the related Collection Period and the amount of any unpaid
     Servicing Fees and the change in such amount from that of the prior
     Distribution Date;

               (vi) the amount of the Principal Carryover Shortfalls and
     Interest Carryover Shortfalls with respect to each Class, if any, on such
     Distribution Date and the change, if any, in each such amount from the
     preceding Distribution Date;


                                       38

<PAGE>

               (vii) the amount of the aggregate Realized Losses, if any on such
     Distribution Date and the change in such amount from that of the prior
     Distribution Date and the amount of Cram Down Losses with respect to the
     preceding Collection Period;

               (viii) the amount on deposit in the Reserve Account on such
     Distribution Date, after giving effect to amounts on deposit in the Reserve
     Account and Reserve Account Draws, if any, on such dates; the amount of net
     investment earnings with respect to the Reserve Account earned during the
     related Collection Period; and the amounts, if any, released from the
     Reserve Account to the Seller as owner of the funds held therein;

               (ix) the amount on deposit in the Simple Interest Differential
     Account on such Distribution Date, after giving effect to all withdrawals
     on such date, the aggregate amount of Simple Interest Differential Account
     withdrawals to cover Simple Interest Differential Adjustments to any Class
     on such Distribution Date and the aggregate amount of any Simple Interest
     Differential Adjustments with respect to such Distribution Date;

               (x) the aggregate amount of Reserve Account Draws, if any, and
     the application of such draws to cover any payment shortfalls to the Class
     A, B or C Certificateholders, made on such Distribution Date;

               (xi) the amount of Receivables (other than Liquidated
     Receivables) as to which the related Obligors are: (i) 31 to 60 days past
     due; (ii) 61-90 days past due; and (iii) 91 days or more past due in making
     Scheduled Payments;

               (xii) the 60 Day + Delinquency Rate, the aggregate amount of Net
     Losses with respect to such Collection Period and its percentage of the
     Original Principal Balance, the Repossession Inventory Rate and the Reserve
     Requirement;

               (xiii) the number and the aggregate Purchase Amount of
     Receivables that became Purchased Receivables during the related Collection
     Period;

               (xiv) the number and principal balance of Receivables as to which
     the Servicer has repossessed the Financed Vehicle during the current period
     and the total number of repossessed Financed Vehicles from prior periods
     that have yet to be liquidated;

               (xv) the amount of Liquidation Proceeds, the amount of rebates
     received from the Servicer as a result of cancelled warranty or extended
     service contracts and the amount of claims paid under any Insurance Policy
     (other than the VSI Insurance Policy) during the related Collection Period
     and on a cumulative basis;

               (xvi) the number of Receivables as to which a claim was filed
     under the VSI Insurance Policy, the amount of such claims, the number of
     claims rejected and the


                                       39

<PAGE>

     principal balance of related Receivables rejected for the related
     Collection Period and on a cumulative basis;

               (xvii) the amount of reinvestment income on funds held in the
     Collection Account; and


               (xviii) any other information regarding each distribution which
     any Certificateholder reasonably requests in writing 30 days prior to such
     distribution and which the Trustee can provide without undue expense or
     effort.

          (c) Within 30 days after the end of each calendar year, the Trustee
shall, provided it has received the necessary information from the Servicer or
the Backup Servicer, furnish to each Person who at any time during such calendar
year was a Certificateholder of record and received any payment thereon (i) a
report as to the aggregate of amounts reported pursuant to clauses (a)(i), (ii)
and (v) of this Section 5.8 for such calendar year or applicable portion thereof
during which such person was a Certificateholder, and (iii) such information as
may be reasonably requested by the Certificateholders or required by the Code
and regulations thereunder, to enable such Holders to prepare their federal and
State income tax returns. Within 30 days after the end of each calendar year,
the Trustee shall furnish or shall cause to be furnished to the Seller or its
successors a statement containing such of the information provided pursuant to
this Section 5.8 as relates to distributions to the Seller, as holder of the
Excess Interest and owner of the funds on deposit in the Reserve Account,
aggregated for such calendar year, as well as information respecting the amounts
that were transferred from the Reserve Account to make payments to
Certificateholders and amounts otherwise distributable to the Seller which were
placed in the Reserve Account. The obligation of the Trustee set forth in this
paragraph shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided pursuant to any
requirements of the Code.

          (d) The Servicer, at its own expense, shall prepare or cause a firm of
nationally recognized accountants to prepare any tax returns required to be
filed by the Trust, and the Trustee shall, at the Servicer's expense, execute
and file such returns if requested to do so by the Servicer unless applicable
law requires a different signatory to such return, in which case the Seller or
the holder of the Seller Partnership Interest in the Trust shall, where
permitted by law, sign such return. The Trustee, upon request, will furnish the
Servicer with all such information known to the Trustee as may be reasonably
required in connection with the preparation of all tax returns of the Trust. The
Seller or the holder of the Seller Partnership Interest in the Trust shall serve
as the "Tax Matters Partner" for purposes of the Code.

          Section 5.9 Reliance on Information from the Servicer. Notwithstanding
anything to the contrary contained in this Agreement, all distributions from any
of the accounts described in this Article V and any transfer of amounts between
such accounts shall be made by the Trustee in reliance on information provided
to the Trustee by the Servicer or the Backup Servicer, as applicable, in
writing, whether by way of a Servicer's Certificate or otherwise.


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<PAGE>

                                   ARTICLE VI

                                THE CERTIFICATES

          Section 6.1 The Certificates. The Class A, B and C Certificates shall
be substantially in the forms of Exhibit A, Exhibit B and Exhibit C,
respectively. The Certificates shall be issued in fully registered, definitive
form in minimum denominations of $250,000 and integral multiples of $1,000 in
excess thereof. The Certificates shall be executed on behalf of the Trust by
manual signature of a Trustee Officer. Certificates bearing the manual or
facsimile signatures of individuals who were, at the time when such signatures
shall have been affixed, authorized to sign on behalf of the Trustee, shall be
valid and binding obligations of the Trust, notwithstanding that such
individuals or any of them shall have ceased to be so authorized prior to the
authentication and delivery of such Certificates or did not hold such offices at
the date of such Certificates.

          Section 6.2 Appointment of Paying Agent. The Trustee may act as or
appoint one or more paying agents (each, a "Paying Agent"). Any such Paying
Agent must be rated no less than investment grade by the Rating Agency. The
Paying Agent shall make distributions to Certificateholders from amounts
delivered by the Trustee to the Paying Agent from amounts on deposit in the
Certificate Account pursuant to Article V. The Trustee may remove the Paying
Agent if the Trustee determines in its sole discretion that the Paying Agent
shall have failed to perform its obligations under this Agreement in any
material respect. The Paying Agent shall initially be the Trustee. A co-paying
agent may be chosen by the Trustee. Any co-paying agent or any successor Paying
Agent shall be permitted to resign as Paying Agent, co-paying agent or successor
Paying Agent, as the case may be, upon 30 days prior written notice to the
Trustee and the Seller. In the event that the Trustee, any co-paying agent or
any successor Paying Agent shall no longer be the Paying Agent, co-paying agent
or successor Paying Agent, as the case may be, the Trustee shall appoint a
successor to act as Paying Agent or co-paying agent. The Trustee shall cause
each Paying Agent and each successor Paying Agent or any co-Paying Agent
appointed by the Trustee (other than the Trustee, which hereby agrees) to
execute and deliver to the Trustee an instrument in which such Paying Agent,
successor Paying Agent or additional co-Paying Agent shall agree with the
Trustee that, as Paying Agent, such Paying Agent, successor Paying Agent or
additional co-Paying Agent will hold all sums, if any, held by it for payment to
the Certificateholders in trust for the benefit of the Certificateholders
entitled thereto in a segregated trust account with the corporate trust
department of a depositary institution or trust company having corporate trust
powers and acting as trustee with respect to such funds or with an institution
having the Required Deposit Rating (which may be such Paying Agent) until such
sums shall be paid to such Certificateholders and shall promptly notify the
Trustee of any default in making such payment. The Paying Agent shall return all
unclaimed funds to the Trustee and upon removal of a Paying Agent shall also
return all funds in its possession to the Trustee. The provisions of Sections
10.1,10.4 and 10.5 shall apply to each Paying Agent in its role as Paying Agent.
The fees of any Paying Agent or co-paying agent shall be paid by the Trustee.
Each Paying Agent and co-paying agent must be acceptable to the Seller.


                                       41

<PAGE>

          Section 6.3 Authenticating Agent.

          (a) The Trustee may appoint one or more authenticating agents (each,
an "Authenticating Agent") with respect to the Certificates which shall be
authorized to act on behalf of the Trustee in authenticating the Certificates in
connection with the issuance, delivery, registration of transfer, exchange or
repayment of the Certificates. Whenever reference is made in this Agreement to
the authentication of Certificates by the Trustee or the Trustee's certificate
of authentication, such reference shall be deemed to include authentication by
an Authenticating Agent and a certificate of authentication executed on behalf
of the Trustee by an Authenticating Agent. The Trustee is hereby appointed as
the initial Authenticating Agent.

          (b) Any institution succeeding to the corporate agency business of an
Authenticating Agent shall continue to be an Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or such Authenticating Agent.

          (c) Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Trustee and to the Seller. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving notice of
termination to such Authenticating Agent and to the Seller. Upon receiving such
a notice of resignation or upon such a termination, or in case at any time an
Authenticating Agent shall cease to be acceptable to the Trustee or the Seller,
the Trustee may appoint a successor Authenticating Agent. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder, with
like effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent shall be appointed unless acceptable to the Seller.

          (d) The Trustee agrees to pay to each Authenticating Agent from its
own funds from time to time reasonable compensation for its services under this
Section 6.3.

          (e) The provisions of Sections 10.1, 10.4 and 10.5 shall be applicable
to any Authenticating Agent.

          (f) Pursuant to an appointment made under this Section 6.3, the
Certificates may have endorsed thereon, in lieu of the Trustee's certificate of
authentication, an alternate certificate of authentication in substantially the
following form:


                                       42

<PAGE>

          This is one of the Certificates described in the Pooling and Servicing
Agreement.

                         _______________________________
                             as Authenticating Agent
                                for the Trustee,

                         By:____________________________
                              Authorized Signatory

          Section 6.4 Authentication of Certificates. The Trustee shall cause
the Certificates to be executed on behalf of the Trust, authenticated, and
delivered to or upon the written order of the Seller, pursuant to this
Agreement. No Certificate shall entitle its Holder to any benefit under this
Agreement, or shall be valid for any purpose, unless there shall appear on such
Certificate a certificate of authentication substantially in the form set forth
in Exhibit A Exhibit B or Exhibit C hereto, as the case may be, executed by the
Trustee by manual signature; such authentication shall constitute conclusive
evidence that such Certificate shall have been duly authenticated and delivered
hereunder. All Certificates issued on the Closing Date shall be dated the
Closing Date. All Certificates issued upon transfer or exchange thereafter shall
be dated the date of their authentication.

          Section 6.5 Registration of Transfer and Exchange of Certificates.

          (a) The Certificate Registrar shall be the Trustee and any
co-registrar chosen by the Servicer and acceptable to the Trustee. The
Certificate Registrar shall keep or cause to be kept, at the office or agency
maintained pursuant to Section 6.9, a Certificate Register in which, subject to
such reasonable regulations as it may prescribe, the Trustee shall provide for
the registration of Certificates and of transfers and exchanges of Certificates
as herein provided. The Trustee shall be the initial Certificate Registrar.

          b) No transfer of a Certificate shall be made unless (i) the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), and any applicable State securities laws are complied with,
(ii) such transfer is exempt from the registration requirements under said
Securities Act and applicable state securities laws or (iii) such Certificate is
transferred to a Person who the transferor reasonably believes is a "qualified
institutional buyer" (as defined in Rule 144A of the Securities Act) that is
purchasing such Certificate for its own account or the account of a qualified
institutional buyer to whom notice is given that the transfer is being made in
reliance on said Rule 144A and such transfer complies with any applicable State
securities laws. In the event that a transfer is to be made in reliance upon
clause (ii) above, the Certificateholder desiring to effect such transfer and
such Certificateholder's prospective transferee must each (A) provide a letter
to the Seller and the Trustee regarding the facts surrounding such transfer in a
form substantially similar to that attached hereto as Exhibit G and (B) provide
the Trustee with a written Opinion of Counsel in


                                       43

<PAGE>
                                                         
form and substance satisfactory to the Seller and the Trustee that such transfer
may be made pursuant to an exemption from the Securities Act or State securities
laws, which Opinion of Counsel shall not be an expense of the Seller or the
Trustee. Neither the Seller nor the Trustee is under an obligation to register
the Certificates under said Securities Act or any other securities law. The
Certificate Registrar may request and shall receive in connection with any
transfer signature guarantees satisfactory to it in its sole discretion.

          (c) Certificateholders, by virtue of the acquisition and holding
thereof, will be deemed to have represented and agreed as follows:

          (i) it is a qualified institutional buyer as defined in Rule 144A or
     an accredited investor as defined in Rule 501(a)(l), (2), (3) or (7) of
     Regulation D promulgated under the Securities Act and is acquiring the
     Certificates for its own institutional account or for the account of a
     qualified institutional buyer or an institutional accredited investor;

          (ii) it understands that the Certificates have been offered in a
     transaction not involving any public offering within the meaning of the
     Securities Act, and that, if in the future it decides to resell, pledge or
     otherwise transfer any Certificates, such Certificates may be resold,
     pledged or transferred only (A) to a person whom the Seller reasonably
     believes is a qualified institutional buyer (as defined in Rule 144A under
     the Securities Act) that purchases for its own account or for the account
     of a qualified institutional buyer to whom notice is given that the resale,
     pledge or transfer is being made in reliance on Rule 144A, (B) pursuant to
     an effective registration statement under the Securities Act or (C) in
     reliance on another exemption under the Securities Act and, in each case,
     in compliance with any applicable State securities laws;

          (iii) it understands that the Certificates will bear a legend
     substantially to the following effect:

          THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
     1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING
     THIS SECURITY, AGREES THAT THIS SECURITY MAY BE RESOLD, PLEDGED OR
     OTHERWISE TRANSFERRED ONLY (1) SO LONG AS THIS SECURITY IS ELIGIBLE FOR
     RESALE PURSUANT TO RULE 144A, TO A PERSON WHOM THE SELLER REASONABLY
     BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
     UNDER THE SECURITIES ACT, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
     OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE,
     PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2)
     PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
     AND ANY APPLICABLE STATE SECURITIES LAWS OR (3) IN RELIANCE ON ANOTHER
     EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
     SUBJECT TO THE RECEIPT BY THE TRUSTEE AND THE SELLER OF A CERTIFICATION OF
     THE TRANSFEROR AND THE TRANSFEREE AND AN OPINION OF COUNSEL EACH IN FORM
     AND SUBSTANCE SATISFACTORY TO


                                       44

<PAGE>

     THE TRUSTEE AND THE SELLER) TO THE EFFECT THAT SUCH TRANSFER IS IN
     COMPLIANCE WITH THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY
     APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. ANY TRANSFER
     OF THIS SECURITY MUST COMPLY WITH ANY ADDITIONAL TRANSFER RESTRICTIONS IN
     SECTION 6.5 OF THE POOLING AND SERVICING AGREEMENT; and

          (iv) [Applicable to Class A Certificates only] if such Holder is an
     employee benefit plan or other retirement arrangement subject to the
     Employee Retirement Income Security Act of 1974, as amended ("ERISA") or
     the Code (a "Plan"), such Holder is an accredited investor as defined in
     Regulation D promulgated under the Securities Act.

          (v) [Applicable to Class B Certificates and the Class C Certificates]
     such Holder represents that it is neither a Plan nor purchasing the
     Certificates with "plan assets" of any Plan.

          (d) Upon surrender for registration of transfer of any Certificate at
the Corporate Trust Office, the Trust shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of like Class in authorized
denominations of a like aggregate amount dated the date of authentication. At
the option of a Holder, Certificates may be exchanged for other Certificates of
like Class of authorized denominations of a like aggregate amount upon surrender
of the Certificates to be exchanged at the Corporate Trust Office.

          (e) Every Certificate presented or surrendered for registration of
transfer or exchange shall be accompanied by a written instrument of transfer in
form satisfactory to the Trustee and the Certificate Registrar duly executed by
the Holder or his attorney duly authorized in writing. Each Certificate
surrendered for registration of transfer and exchange shall be canceled and
subsequently disposed of by the Trustee in accordance with its customary
practices.

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

          Section 6.6 Mutilated, Destroyed, Lost, or Stolen Certificates. If (a)
any mutilated Certificate shall be surrendered to the Certificate Registrar, or
if the Certificate Registrar shall receive evidence to its satisfaction of the
destruction, loss or theft of any Certificate and (b) there shall be delivered
to the Certificate Registrar, the Trustee and the Servicer such security or
indemnity as may be required by them to save each of them harmless, then in the
absence of notice that such Certificate shall have been acquired by a bona floe
purchaser, the Trustee on behalf of the Trust shall execute and the Trustee
shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
tenor and denomination. In connection with the issuance of any new Certificate
under this Section 6.6, the Trustee and the Certificate Registrar may require
the


                                       45

<PAGE>

payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection therewith. Any duplicate Certificate issued
pursuant to this Section 6.6 shall constitute conclusive evidence of ownership
in the Trust, as if originally issued, whether or not the lost, stolen, or
destroyed Certificate shall be found at any time.

          Section 6.7 Persons Deemed Owners. Prior to due presentation of a
Certificate for registration of transfer, the Trustee or the Certificate
Registrar may treat the Person in whose name any Certificate shall be registered
as the owner of such Certificate for the purpose of receiving distributions
pursuant to Section 5.5(c) and for all other purposes whatsoever, and neither
the Trustee nor the Certificate Registrar shall be bound by any notice to the
contrary.

          Section 6.8 Access to List of Certificateholders' Names and Addresses.
The Trustee shall furnish or cause to be furnished to the Servicer, at the
expense of the Trust, within 15 days after receipt by the Trustee of a request
therefor from the Servicer, in writing, a list of the names and addresses of the
Certificateholders as of the most recent Record Date. If three (3) or more
Certificateholders, or one (1) or more Certificateholders evidencing not less
than 25 % of the Voting Interests thereof apply in writing to the Trustee, and
such application states that the applicants desire to communicate with other
Certificateholders with respect to their rights under this Agreement or under
the Certificates and such application shall be accompanied by a copy of the
communication that such applicants propose to transmit, then the Trustee shall,
within five (5) Business Days after the receipt for such application, afford
such applicants access during normal business hours to the current list of
Certificateholders. Each Holder, by receiving and holding a Certificate, shall
be deemed to have agreed to hold neither of the Servicer or the Trustee
accountable by reason of the disclosure of its name and address, regardless of
the source from which such information was derived.

          Section 6.9 Maintenance of Office or Agency. The Trustee shall
maintain in the Borough of Manhattan, the City of New York, an office or offices
or agency or agencies where Certificates may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Trustee in
respect of the Certificates and this Agreement may be served. The Trustee
initially designates 77 Water Street, 4th Floor, New York, New York 10005 as its
office for such purposes. The Trustee shall give prompt written notice to the
Servicer and to Certificateholders of any change in the location of the
Certificate Register or any such office or agency.

                                   ARTICLE VII

                                   THE SELLER

          Section 7.1 Representations of Seller. The Seller makes the following
representations to the Trustee, on which the Trustee on behalf of itself and the
Certificateholders relied in accepting the Receivables in trust and executing
and authenticating the Certificates. The representations speak as of the
execution and delivery of this Agreement and shall survive the sale of the
Receivables to the Trustee in trust for the benefit of the Certificateholders.


                                       46

<PAGE>

          (i) Due Organization and Good Standing. The Seller has been duly
     organized and is validly existing as a corporation in good standing under
     the laws of the State of Delaware, with power and authority to own its
     properties and to conduct its business as such properties shall be
     currently owned and such business is presently conducted, and had at all
     relevant times, and shall have, power, authority and legal right to acquire
     and own the Receivables.

          (ii) Due Qualification. The Seller is duly qualified to do business as
     a foreign corporation in good standing, and has obtained all necessary
     licenses and approvals in all jurisdictions in which the ownership or lease
     of property or the conduct of its business shall require such
     qualifications.

          (iii) Power and Authority. The Seller has the power and authority to
     execute and deliver this Agreement and to carry out its terms; the Seller
     has full power and authority to sell and assign the property sold and
     assigned to and deposited with the Trustee as part of the Trust and has
     duly authorized such sale and assignment to the Trustee by all necessary
     corporate action; and the execution, delivery and performance of this
     Agreement has been duly authorized by the Seller by all necessary corporate
     action.

          (iv) Valid and Binding Obligation. This Agreement shall constitute a
     legal, valid and binding obligation of the Seller enforceable in accordance
     with its terms, except as such enforcement may be limited by bankruptcy,
     insolvency, reorganization, moratorium and other laws affecting the
     enforcement of creditors' rights in general and by general equity
     principles (regardless of whether such enforcement is considered in a
     proceeding in equity or at law), or by public policy considerations
     underlying the securities laws, to the extent that such public policy
     considerations limit the enforceability of the provisions of this Agreement
     which purport to provide indemnification from liabilities under applicable
     securities laws.

          (v) No Violation. The consummation of the transactions contemplated by
     this Agreement and the fulfillment of the terms hereof do not conflict
     with, result in any breach of any of the terms and provisions of, nor
     constitute (with or without notice or lapse of time) a default under, the
     certificate of incorporation or by-laws of the Seller, or any indenture,
     loan agreement, mortgage or other agreement, or other instrument to which
     the Seller is a party or by which it is bound; nor result in the creation
     or imposition of any Lien upon any of its properties pursuant to the terms
     of any such indenture, loan agreement, mortgage or other agreement or other
     instrument (other than this Agreement); nor violate any law or, to the best
     of the Seller's knowledge, any order, rule or regulation applicable to the
     Seller of any court or of any federal or State regulatory body,
     administrative agency or other governmental instrumentality having
     jurisdiction over the Seller or its properties.

          (vi) No Proceedings. There are no proceedings or investigations
     pending or, to the best of the Seller's knowledge, threatened, before any
     court, regulatory body, administrative agency, or other governmental
     instrumentality having jurisdiction over the


                                       47

<PAGE>

     Seller or its properties: (A) asserting the invalidity of this Agreement or
     the Certificates; (B) seeking to prevent the issuance of the Certificates
     or the consummation of any of the transactions contemplated by this
     Agreement, (C) seeking any determination or ruling that might materially
     and adversely affect the performance by the Seller of its obligations
     under, or the validity or enforceability of, this Agreement or the
     Certificates, or (D) relating to the Seller and which might adversely
     affect the federal or State income tax attributes of the Certificates.

          (vii) No Approvals. No approval, consent, authorization or other
     action by, or filing with, any governmental authority of the United States
     of America or any of the States is required or necessary to consummate the
     transactions contemplated hereby, except as such as have been duly obtained
     or made by the Closing Date. The Seller complies in all material respects
     with all applicable laws, rules and orders with respect to itself, its
     business and properties and the Receivables; and Seller maintains all
     applicable permits and certifications.

          (viii) Taxes. The Seller has filed all federal, State, county, local
     and foreign income, franchise and other tax returns required to be filed by
     it through the date hereof, and has paid all taxes reflected as due
     thereon. There is no pending dispute with any taxing authority that, if
     determined adversely to the Seller, would result in the assertion by any
     taxing authority of any material tax deficiency, and the Seller has no
     knowledge of a proposed liability for any tax to be imposed upon the
     Seller's properties or assets for which there is not an adequate reserve
     reflected in the Seller's current financial statements.

          (ix) Adequate Provisions for Taxes. The provisions for taxes on the
     Seller's books are in accordance with generally accepted accounting
     principles.

          (x) Pension/Profit Sharing Plans. No contribution failure has occurred
     with respect to any pension or profit sharing plan, and all such plans have
     been fully funded as of the date of this Agreement.

          (xi) Trade Names. "Asta Auto Receivables Company" is the only trade
     name under which the Seller is currently operating its business and under
     which the Seller operated its business for the period of time during which
     the Seller was in existence preceding the Closing Date.

          (xii) Ability to Perform. There has been no material impairment in the
     ability of the Seller to perform its obligations under this Agreement.

          (xiii) Chief Executive Office. Since its inception, the Seller has
     maintained its chief executive office in the State of New Jersey and there
     have been no other locations of the Seller's chief executive office
     preceding the Closing Date. The Seller shall give written notice to the
     Trustee and the Certificateholders at least 30 days prior to relocating its
     chief executive office and shall make, or cause the appropriate Person to
     make, such


                                       48

<PAGE>

     filings under the UCC as shall be necessary to maintain the perfected,
     first priority security interest in the Receivables granted hereunder in
     favor of the Trust.

          (xiv) Adverse Orders. There is no injunction, writ, restraining order
     or other order of any nature binding upon the Seller that adversely affects
     the Seller's performance of this Agreement and the transactions
     contemplated thereby.

          (xv) Solvent. The Seller is solvent and will not become insolvent
     after giving effect to the transactions contemplated hereunder; the Seller
     is paying its debts as they become due; Seller, after giving effect to the
     contemplated transactions, will have adequate capital to conduct its
     business.

          (xvi) Lock-Box Account. Each Obligor of a Receivable has been directed
     and is required to remit payments to the Lock-Box.

          (xvii) Consolidation. The Seller has operated and will operate its
     business such that its assets and liabilities will not be substantively
     consolidated with the assets and liabilities of Asta Funding and its
     separate existence will not be disregarded in any State or federal court
     proceeding.

          (xviii) Business Purpose. The Seller will acquire and sell, transfer,
     assign and otherwise convey (for State law, tax and financial accounting
     purposes) the Receivables for a bona fide business purpose.

          (xix) [Reserved].

          (xx) Valid Transfer. The Purchase Agreement constitutes a valid
     transfer to the Seller of all of Asta Funding's right, title and interest
     in the Receivables transferred to the Seller pursuant to such Purchase
     Agreement.

          (xxi) Seller's Obligations. The Seller has submitted all necessary
     documentation for payment of the Receivables to the Obligors and has
     fulfilled all of its applicable obligations hereunder required to be
     fulfilled as of the Closing Date.

          (xxii) 1940 Act. The Seller is not, and is not controlled by, an
     "investment company" registered or required to be registered under the
     Investment Company Act of 1940, as amended.

          Section 7.2 Liability of Seller; Indemnities. The Seller shall be
liable in accordance herewith only to the extent of the obligations specifically
undertaken by the Seller hereunder and the representations and warranties made
by the Seller in this Agreement and as provided in Section 12.14.

          (a) The Seller shall indemnify, defend and hold harmless the Trustee,
the Backup Servicer and the Custodian, including the officers, directors,
employees and agents of each such entity, and each Certificateholder from and
against any taxes, other than income and


                                       49

<PAGE>

franchise taxes, that may at any time be asserted against the Trustee, the
Trust, the Backup Servicer, the Custodian or the Certificateholders with respect
to, and as of the date of, the transfer of the Receivables to the Trust or the
issuance and original sale of the Certificates, including any sales, gross
receipts, general corporation, tangible personal property, privilege or license
taxes and costs and expenses in defending against the same.

          (b) The Seller shall indemnify, defend, and hold harmless the
Trustee, the Trust, the Backup Servicer, the Custodian and each Certificate
holder from and against any loss, liability or expense incurred by reason of (a)
the Seller's willful misfeasance, bad faith, or negligence in the performance of
its duties hereunder, or by reason of reckless disregard of its obligations and
duties hereunder or (b) the Seller's violation of federal or State securities
laws in connection with the sale of the Certificates.

          Indemnification under this Section 7.2 shall include, without
limitation, reasonable fees and expenses of counsel and expenses of litigation.
If the Seller shall have made any indemnity payments to the Trustee pursuant to
this Section and the Trustee thereafter shall collect any of such amounts from
others, the Trustee shall repay such amounts to the Seller, without interest.

          Section 7.3 Merger Consolidation of or Assumption of the Obligations
of Seller. Any Person (a) into which the Seller may be merged or consolidated,
(b) which may result from any merger or consolidation to which the Seller shall
be a party, or (c) which may succeed to the properties and assets of the Seller
substantially as a whole (excluding, however, any transaction involving the sale
of Receivables in a securitization), which Person in any of the foregoing cases
executes an agreement or assumption to perform every obligation of the Seller
hereunder, shall be the successor to the Seller hereunder without the execution
or filing of any document or any further act by any of the parties to this
Agreement; provided, however, that (i) immediately after giving effect to such
transaction, no representation or warranty made pursuant to Section 3.4 shall
have been breached and no Event of Default, and no event that, after notice or
lapse of time, or both, would become an Event of Default shall have happened and
be continuing, (ii) the Seller shall have delivered to the Trustee an Officer's
Certificate and an Opinion of Counsel each stating that such consolidation,
merger or succession and such agreement or assumption comply with this Section
7.3 and that all conditions precedent, if any, provided for in this Agreement
relating to such transaction have been complied with and (iii) the Seller shall
have delivered to the Trustee an Opinion of Counsel either (A) stating that, in
the opinion of such counsel, all financing statements and continuation
statements and amendments thereto have been executed and filed that are
necessary fully to preserve and protect the interest of the Trustee in the
Receivables (other than any notations or filings with respect to the title
documents for the Financed Vehicles), and reciting the details of such filings,
or (B) stating that, in the opinion of such counsel, no such action shall be
necessary to preserve and protect such interest. The Seller shall provide notice
of any merger, consolidation or succession pursuant to this Section 7.3 to the
Rating Agency and shall have received confirmation from the Rating Agency that
the then current rating of the Certificates will not be downgraded as a result
of such merger, consolidation or succession. Notwithstanding anything herein to
the contrary, the execution of the foregoing agreement or assumption and
compliance with clauses (i), (ii) or (iii)


                                       50

<PAGE>

above shall be conditions to the consummation of the transactions referred to in
clauses (a), (b) or (c) above.

          Section 7.4 Limitation on Liability of Seller and others. The Seller
and any director or officer or employee or agent of the Seller may rely in good
faith on the advice of counsel or on any document of any kind, prima facie
properly executed and submitted by any Person respecting any matters arising
hereunder. The Seller shall not be under any obligation to appear in, prosecute
or defend any legal action that shall not be incidental to its obligations
hereunder, and that in its opinion may involve it in any expense or liability.

          Section 7.5 Seller May Own Certificates. The Seller and any Person
controlling, controlled by or under common control with the Seller may in its
individual or any other capacity become the owner or pledge of Certificates with
the same rights as it would have if it were not the Seller or an Affiliate
thereof, except as otherwise provided in the definition of "Certificateholder"
specified in Section 2.1. Certificates so owned by or pledged to the Seller or
such controlling or commonly controlled Person shall have an equal and
proportionate benefit under the provisions of this Agreement, without
preference, priority or distinction as among all of the Certificates except as
otherwise provided herein or by the definition of Certificateholder.

          Section 7.6 Covenants of the Seller. The Seller shall:

          (i) not impair the rights of the Certificateholders or the Trustee in
     the Receivables;

          (ii) except for the sale and assignment effected under this Agreement
     and prior to the termination of the Trust, not sell, pledge, assign or
     transfer to any other Person, or grant, create, incur, assume or suffer to
     exist any Lien on any Receivable sold to the Trustee or any interest
     therein;

          (iii) immediately notify the Trustee of the existence of any Lien on
     any Receivable;

          (iv) defend the right, title and interest of the Trustee in, to and
     under the Receivables transferred to the Trustee, against all claims of
     third parties claiming through or under the Seller, Asta Funding or the
     Servicer;

          (v) comply in all respects with the terms and conditions of the
     Purchase Agreement and not amend, modify, or wave any provision of the
     Purchase Agreement in any matter relating to the obligation of Asta Funding
     to repurchase Receivables or in any manner that would have a materially
     adverse effect on the interests of the Certificateholders;

          (vi) promptly notify the Trustee and the Certificateholders of the
     occurrence of any Event of Default and any breach by the Seller, the
     Servicer or the Backup Servicer of any of its respective covenants or
     representations and warranties contained in this Agreement or, with respect
     to the Seller, in the Purchase Agreement;


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<PAGE>

          (vii) make at its sole cost and expense any filings, reports, notices
     or applications and seek any consents or authorizations from any and all
     government agencies, tribunals or authorities in accordance with the UCC
     and any State vehicle license or registration authority on behalf of the
     Trust as may be necessary or advisable or reasonably requested by the
     Trustee to create, maintain and protect a security interest of the Trust
     in, to and on the Financed Vehicles and a first priority perfected
     ownership interest of the Trust in, to and on the Receivables transferred
     to it; and

          (viii) upon request of any Certificateholder, furnish the information
     required by paragraph (d)(4) of Rule 144A promulgated under the Securities
     Act.

          Section 7.7 Enforcement by Trustee. The Seller hereby acknowledges and
agrees that the following covenants and agreements of the Seller shall be
enforceable by the Trustee at all times until the Trust is terminated:

          (a) the Seller shall not engage in any business or activity other than
     as currently set forth in its Certificate of Incorporation;

          (b) the Seller shall not consolidate or merge with or into any other
     entity or convey or transfer its properties and assets substantially as an
     entirety to any entity unless (A) the entity (if other than the Seller)
     formed or surviving such consolidation or merger, or that acquires by
     conveyance or transfer the properties and assets of the Seller
     substantially as an entirety, shall he organized and existing under the
     laws of the United States of America or any State thereof, and shall
     expressly assume in form satisfactory to the Rating Agency and the Majority
     Certificateholders, the performance of every covenant on the part of the
     Seller to be performed or observed pursuant to this Agreement and the
     Purchase Agreement, (B) immediately after giving effect to such
     transaction, no default or event of default under this Agreement shall have
     occurred and be continuing and (C) the Seller shall have delivered to the
     Rating Agency, each Certificateholder and the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that such
     consolidation, merger, conveyance or transfer comply with this Agreement;

          (c) the Seller shall not dissolve or liquidate, in whole or in part,
     except (A) as permitted in paragraph (ii) above or (B) with the prior
     written consent of the Trustee and prior written confirmation from the
     Rating Agency (a copy of which shall be provided to the Trustee and each
     Certificateholder by the Seller) that such dissolution or liquidation will
     have no adverse effect on the rating assigned to the Certificates;

          (d) the funds and other assets of the Seller shall not be commingled
     with those of any other corporation, entity or Person, including, but not
     limited to, the parent or Affiliates of the Seller;

          (e) the Seller shall not hold itself out as being liable for the debts
     of any other party, including, but not limited to, the debts of the parent
     or Affiliates of the Seller;


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<PAGE>

          (f) the Seller shall not form, or cause to be formed, or otherwise
     have, any subsidiaries;

          (g) the Seller shall act solely in its corporate name and through the
     duly authorized officers or agents in the conduct of its business, and
     shall conduct its business so as not to mislead others as to the identity
     of the entity with which they are concerned;

          (h) at all times, except in the case of a temporary vacancy, which
     shall promptly be filled, the Seller shall have on its board of directors
     at least one director who qualifies as an "Independent Director" as such
     term is defined in the Seller's Certificate of Incorporation as originally
     filed with the Delaware Secretary of State's office;

          (i) the Seller shall maintain records and books of account of the
     Seller and shall not commingle such records and books of account with the
     records and books of account of any Person. The books of the Seller may be
     kept (subject to any provision contained in the statutes) inside or outside
     the State of New Jersey at such place or places as may be designated from
     time to time by the board of directors of the Seller;

          (j) the board of directors of the Seller shall hold appropriate
     meetings to authorize all of its corporate actions. Regular meetings of the
     board of directors of the Seller shall be held not less frequently than one
     (1) time per annum;

          (k) meetings of the shareholders of the Seller shall be held not less
     frequently than one time per annum;

          (1) the Seller shall not, without the affirmative unanimous vote of
     the whole board of directors of the Seller (including at least one director
     referred to in clause (h) above), institute any proceedings to adjudicate
     the Seller a bankrupt or insolvent, consent to the institution of
     bankruptcy or insolvency proceedings against the Seller, file a petition
     seeking or consenting to reorganization or relief under any applicable
     federal or State law relating to bankruptcy, consent to the appointment of
     a receiver, liquidator, assignee, trustee, sequestrator (or other similar
     official) of the Seller or a substantial part of its property or admit its
     inability to pay its debts generally as they become due or authorize any of
     the foregoing to be done or taken on behalf of the Seller;

          (m) the Seller is not and shall not be involved in the day-to-day or
     other management of its parent or any of its Affiliates;

          (n) other than the purchase and sale or pledge of assets as provided
     in this Agreement and related agreements with respect to this transaction
     and other transactions relating to the purchase of auto loan receivables
     and the issuance of rated debt or rated certificates of participation, the
     Seller shall engage in no other transactions with any of its Affiliates;


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<PAGE>

          (o) the Seller shall maintain a separate business office and telephone
     number from any of its Affiliates;

          (p) the Seller's financial statements shall reflect its separate legal
     existence from any of its Affiliates;

          (q) the Seller shall use separate invoices, stationery and checks from
     any of its Affiliates;

          (r) the Seller shall not suffer or permit the credit or assets of Asta
     Funding or any of its Affiliates to be held out as available for the
     obligations of the Seller;

          (s) the Seller shall enter into transactions with Asta Funding or its
     affiliates only on commercially reasonable terms;

          (t) the Seller shall not incur any indebtedness other than trade
     payables and expense accruals incurred in its ordinary course of business
     and any indebtedness contemplated by this Agreement; and

          (u) the Seller shall not issue any Securities or incur or issue any
     Obligations under any other pooling and servicing agreement, purchase
     agreement or otherwise, unless such agreement contains an express provision
     limiting recourse to the Seller to the assets involved in the transaction
     to which such agreement relates.

          Section 7.8 No Bankruptcy Petition. The Seller covenants and agrees
that prior to the date which is one year and one day after the payment in full
of all securities issued by the Seller or by a trust for which the Seller was
the depositor, which securities were rated by any nationally recognized
statistical rating organization, it will not institute any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any federal or State bankruptcy or similar law.

                                  ARTICLE VIII

                                  THE SERVICER

          Section 8.1 Representations of Servicer. The Servicer makes the
following representations to the Trustee on which the Trustee on behalf of
itself and the Certificateholders relies in accepting the Receivables in trust
and executing and authenticating the Certificates. The representations speak as
of the execution and delivery of this Agreement and shall survive the sale of
the Receivables to the Trustee in trust for the benefit of the
Certificateholders.

          (a) Due Organization and Good Standing. The Servicer has been duly
organized and is validly existing as a corporation in good standing under the
laws of the State of Delaware, with power and authority to own its properties
and to conduct its business as such properties shall be currently owned and such
business is presently conducted, and had at all


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<PAGE>

relevant times, and shall have, power, authority and legal right to acquire, own
and service the Receivables.

          (b) Due Qualification. The Servicer is duly qualified to do business
as a foreign corporation in good standing, and has obtained all necessary
licenses and approvals in all jurisdictions in which the ownership or lease of
property or the conduct of its business (including the servicing of the
Receivables as required by this Agreement) shall require such qualifications,
except where failure to qualify will not have a material adverse effect on the
Receivables or the business, prospects or financial condition of the Servicer.

          (c) Power and Authority. The Servicer has the power and authority to
execute and deliver this Agreement and to carry out its terms; and the
execution, delivery and performance of this Agreement has been duly authorized
by the Servicer by all necessary corporate action.

          (d) Valid and Binding Obligation. This Agreement constitutes a legal,
valid and binding obligation of the Servicer, enforceable in accordance with its
terms, except as such enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the enforcement of
creditors' rights in general and by general equity principles (regardless of
whether such enforcement is considered in a proceeding in equity or at law), or
by public policy considerations underlying the securities laws, to the extent
that such public policy considerations limit the enforceability of the
provisions of this Agreement which purport to provide indemnification from
liabilities under applicable securities laws.

          (e) No Violation. The consummation of the transactions contemplated by
this Agreement and the fulfillment of the terms hereof do not conflict with,
result in any breach of any of the terms and provisions of, nor constitute (with
or without notice or lapse of time) a default under, the certificate of
incorporation or by-laws of the Servicer, or any indenture, loan agreement,
mortgage or other agreement or other instrument to which the Servicer is a party
or by which it is bound; nor result in the creation or imposition of any Lien
upon any of its properties pursuant to the terms of any indenture, loan
agreement, mortgage or other agreement or other instrument (other than this
Agreement); nor violate any law or, to the best of the Servicer's knowledge, any
order, rule or regulation applicable to the Servicer of any court or of any
federal or State regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Servicer or its properties.

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


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<PAGE>

          Section 8.2 Indemnities of Servicer.

          (a) The Servicer shall be liable in accordance herewith only to the
extent of the obligations specifically undertaken by the Servicer hereunder and
the representations made by the Servicer herein.

          (i) the Servicer shall defend, indemnify and hold harmless the
     Trustee, the Custodian, the Backup Servicer and the Seller, including
     officers, directors, employees and agents of each such entity, and the
     Trust and the Certificateholders from and against any and all costs,
     expenses, losses, damages, claims and liabilities, arising out of or
     resulting from the use, ownership, or operation by the Servicer or any
     Affiliate thereof of a Financed Vehicle;

          (ii) The Seller shall indemnify, defend and hold harmless the Trustee,
     the Custodian, the Backup Servicer, and the Seller, including officers,
     directors, employees and agents of each such entity, and the Trust from and
     against any taxes that may at any time be asserted against the Trustee, the
     Custodian, the Backup Servicer, the Trust or the Seller with respect to the
     Trust including, without limitation, any sales, gross receipts, general
     corporation, tangible personal property, privilege or license taxes and
     costs and expenses in defending against the same;

          (iii) the Servicer shall indemnify, defend and hold harmless the
     Trustee, the Backup Servicer and the Seller, including officers, directors,
     employees and agents of each such entity, and the Trust and the
     Certificateholders from and against any and all costs, expenses, losses,
     claims, damages and liabilities to the extent that such cost, expense,
     loss, claim, damage or liability arose out of, or was imposed upon the
     Trustee, the Backup Servicer, the Seller, the Trust or the
     Certificateholders through, the negligence, willful misfeasance or bad
     faith of the Servicer in the performance of its duties hereunder or by
     reason of reckless disregard of its obligations and duties hereunder; and

          (iv) the Servicer shall indemnify, defend and hold harmless the
     Trustee, the Backup Servicer and the Custodian, including their officers,
     directors, employees and agents, from and against all costs, expenses,
     losses, claims, damages and liabilities arising out of or incurred in
     connection with the acceptance or performance of the trusts and duties
     herein contained, contained in the Servicing Assumption Agreement or
     contained in the documents contemplated hereby or thereby, if any, except
     to the extent that such cost, expense, loss, claim, damage or liability:
     (A) shall be due to the willful misfeasance, bad faith or negligence
     (except for errors in judgment) of the Trustee; (B) relates to any tax
     other than the taxes with respect to which the Servicer shall be required
     to indemnify the Trustee, the Backup Servicer or the Custodian; or (C)
     shall arise from the Trustee's, the Backup Servicer's or the Custodian's
     breach of any of its representations or warranties set forth in Section
     10.12.

          (b) For purposes of this Section, in the event of the termination of
the rights and obligations of a Servicer (or any successor thereto pursuant to
Section 8.3) as Servicer


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<PAGE>

pursuant to Section 9.1, or a resignation by such Servicer pursuant to this
Agreement, such Servicer shall be deemed to be the Servicer pending appointment
of a successor Servicer pursuant to Section 9.2. The provisions of this Section
8.2(b) shall in no way affect the survival pursuant to Section 8.2(C) of the
indemnification by the Servicer provided by Section 8.2(a).

          (c) Indemnification under this Section 8.2 shall survive the
termination of this Agreement and the resignation or removal of the Servicer and
shall include reasonable fees and expenses of counsel and expenses of
litigation. If the Servicer shall have made any indemnity payments pursuant to
this Section and the recipient thereafter collects any of such amounts from,
others, the recipient shall promptly repay such amounts to the Servicer, without
interest.

          Section 8.3 Merger or Consolidation of, or Assumption of the
Obligations of Servicer or Backup Servicer.

          (a) Any Person (i) into which the Servicer may be merged or
consolidated, (ii) which may result from any merger or consolidation to which
the Servicer shall be a party, or (iii) which may succeed to the properties and
assets of the Servicer substantially as a whole, shall execute an agreement of
assumption to perform every obligation of the Servicer hereunder, and whether or
not such assumption agreement is executed, shall be the successor to the
Servicer hereunder without further act on the part of any of the parties hereto;
provided, however, that (A) immediately after giving effect to such transaction,
no Event of Default, and no event which, after notice or lapse of time, or both,
would become an Event of Default shall have happened and be continuing, (B) the
Servicer shall have delivered to the Trustee an Officer's Certificate and an
Opinion of Counsel each stating that such consolidation, merger or succession
and such agreement of assumption comply with this Section 8.3 and that all
conditions precedent provided for in this Agreement relating to such transaction
have been complied with, (C) the Servicer shall have delivered to the Trustee an
Opinion of Counsel either (1) stating that, in the opinion of such counsel, all
financing statements and continuation statements and amendments thereto have
been executed and filed that are necessary fully to preserve and protect the
interest of the Trustee in the Receivables (other than any notations or filings
with respect to the title documents for the Financed Vehicles) and reciting the
details of such filings, or (2) stating that, in the opinion of such counsel, no
such action shall be necessary to preserve and protect such interest and (D)
nothing herein shall be deemed to release the Servicer from any obligation.
Notwithstanding anything herein to the contrary, the execution of the foregoing
agreement or assumption and compliance with clauses (A), (B) or (C) above shall
be conditions to the consummation of the transactions referred to in clause (I),
(ii) or (iii) above.

          (b) Any Person (i) into which the Backup Servicer may be merged or
consolidated, (ii) which may result from any merger or consolidation to which
the Backup Servicer shall be a party, or (iii) which may succeed to the
properties and assets of the Backup Servicer substantially as a whole, shall
execute an agreement of assumption to perform every obligation of the Backup
Servicer hereunder, and whether or not such assumption agreement is executed,
shall be the successor to the Backup Servicer hereunder without further act on
the part of any of the parties hereto; provided, however, that nothing herein
shall be deemed to release the Backup Servicer from any obligation.


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<PAGE>

          Section 8.4 Limitation on Liability of Servicer and others. Neither
the Servicer nor any of the directors or officers or employees or agents of the
Servicer shall be under any liability to the Trust or the Certificateholders,
except as provided hereunder, for any action taken or for refraining from the
taking of any action pursuant hereto; provided, however, that this provision
shall not protect the Servicer or any such person against any liability that
would otherwise be imposed by reason of a breach of this Agreement or willful
misfeasance, bad faith or negligence in the performance of duties or by reason
of reckless disregard of obligations and duties hereunder. The Servicer and any
director or officer or employee or agent of the Servicer may rely in good faith
on any document of any kind prima facie properly executed and submitted by any
Person respecting any matters arising hereunder.

          Except as specifically provided in this Agreement, the Servicer shall
not be under any obligation to appear in, prosecute or defend any legal action
that shall not be incidental to its duties to service the Receivables in
accordance with this Agreement, and that in its opinion may involve it in any
expense or liability.

          Section 8.5 Servicer and Backup Servicer Not to Resign. Subject to the
provisions of Section 8.3 hereof, neither the Servicer nor the Backup Servicer
may resign from the obligations and duties hereby imposed on it as Servicer or
Backup Servicer, as the case may be, under this Agreement except upon
determination that by reason of a change in legal requirements the performance
of its duties under this Agreement would cause it to be in violation of such
legal requirements in a manner which would result in a material adverse effect
on the Servicer or the Backup Servicer, as the case may be. Notice of any such
determination permitting the resignation of the Servicer or the Backup Servicer,
as the case may be, shall be communicated to the Trustee at the earliest
practicable time (and, if such communication is not in writing, shall be
confirmed in writing at the earliest practicable time) and any such
determination shall be evidenced by an Opinion of Counsel to such effect
delivered to and satisfactory to the Trustee concurrently with or promptly after
such notice. No such resignation of the Servicer shall become effective until a
successor Servicer shall have assumed the responsibilities and obligations of
Asta Funding in accordance with Section 9.2 hereof and the Servicing Assumption
Agreement, if applicable. No such resignation of the Backup Servicer shall
become effective until an entity acceptable to the Trustee shall have assumed
the responsibilities and obligations of the Backup Servicer; provided, however,
that if no such entity shall have assumed such responsibilities and obligations
of the Backup Servicer within 30 days of the resignation of the Backup Servicer,
the Backup Servicer may petition a court of competent jurisdiction for the
appointment of a successor to the Backup Servicer.

                                  ARTICLE IX

                                   DEFAULT

          Section 9.1 Events of Default. If any one of the following events
("Events of Default") shall occur and be continuing:


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<PAGE>

          (a) any failure by the Servicer to make any payment, transfer or
deposit under this Agreement that shall continue unremedied for a period of
three (3) Business Days; or the certificate required by Section 4.9, the
statement required by Section 4.10, or the report required by Section 4.11 shall
not have been delivered within ten (10) days after the date such certificates or
statements or reports, as the case may be, are required to be delivered; or

          (b) failure on the part of the Servicer, or the Seller, as the case
may be, duly to observe or to perform in any material respect any other
covenants or agreements of the Servicer or the Seller (as the case may be) set
forth in the Certificates or in this Agreement, which failure shall continue
unremedied for a period of 30 days after the date on which written notice of
such failure requiring the same to be remedied, shall have been given (i) to the
Servicer or the Seller as the case may be, by the Trustee, or (ii) to the
Servicer or the Seller as the case may be, and to the Trustee by the Majority
Certificateholders; or

          (c) the filing of a petition against the Seller or Servicer in any
court or agency or supervisory authority having jurisdiction in the premises for
(I) the appointment of a conservator, receiver or liquidator for the Servicer or
the Seller (or, so long as Asta Funding is Servicer, Asta Funding or any of its
subsidiaries) in any insolvency, readjustment of debt, marshaling of assets and
liabilities or similar proceedings, or for (ii) the winding up or liquidation of
its affairs, and the continuance of any such petition unstayed and in effect for
a period of 60 consecutive days; or

          (d) the consent by the Servicer or the Seller (or, so long as Asta
Funding is Servicer, Asta Funding or any of its subsidiaries) to the appointment
of a conservator, trustee, receiver or liquidator in any insolvency,
readjustment of debt, marshaling of assets and liabilities or similar
proceedings of or relating to the Servicer or the Seller (or, so long as Asta
Funding is Servicer, Asta Funding or any of its subsidiaries) of or relating to
substantially all of its property; or the Servicer or the Seller (or, so long as
Asta Funding is Servicer, Asta Funding or any of its subsidiaries) shall admit
in writing its inability to pay its debts generally as they become due, file a
petition to take advantage of any applicable insolvency or reorganization
statute, make an assignment for the benefit of its creditors or voluntarily
suspend payment of its obligations; or

          (e) So long as Asta Funding is Servicer, (i)(A) the occurrence or
existence of an event or condition in respect of Asta Funding under one or more
agreements or instruments relating to any obligation (whether present or future,
contingent or otherwise, as principal or surety or otherwise) in respect of
borrowed money in an aggregate amount of not less than $500,000 (the "Cross-
Acceleration Amount") which has resulted in such obligation becoming due and
payable under such agreements or instruments, before it would otherwise have
been due and payable or (B) the failure by Asta Funding to make one or more
payments at maturity in an aggregate amount of not less than the
Cross-Acceleration Amount under such agreements or instruments; or (ii) one or
more judgments are entered against Asta Funding within any twelve month period
involving in the aggregate a liability (to the extent not paid or fully covered
by insurance) of $100,000 or more at any one time and either (A) enforcement
proceedings have been commenced and are continuing by any party entitled to
enforce such judgment or (B) there


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<PAGE>

is a period of ten (10) consecutive days during which a stay of enforcement of
such judgment or judgments are not bonded or discharged or such judgment or
judgments are not in effect; or

          (f) the cumulative Net Losses in the current and all prior Collection
Periods exceeds 15.00% of the Original Pool Balance; or

          (g) the occurrence of a 60 Day + Delinquency Rate in any Collection
Period exceeding 6.00% of the Pool Balance during such Collection Period;

then, and in each and every case, so long as an Event of Default shall not have
been remedied, then either the Trustee or the Majority Certificateholders, by
notice then given in writing to the Servicer and the Trustee may terminate all
of the rights and obligations of the Servicer hereunder. The Servicer shall be
entitled to its pro rata share of the Servicing Fee for the number of days in
the Collection Period prior to the effective date of its termination. On or
after the receipt by the Servicer of such written notice, all authority and
power of the Servicer hereunder, whether with respect to the Certificates or the
Receivables or otherwise, shall without further action, pass to and be vested
in (i) the Backup Servicer or (ii) such successor Servicer as may be appointed
under Section 9.2; provided, however, that the successor Servicer shall have no
liability with respect to any obligation which was required to be performed by
the predecessor Servicer prior to the date the successor Servicer becomes the
Servicer or any claim of a third party based on any alleged action or inaction
of the predecessor Servicer; and, without limitation, the Trustee is hereby
authorized and empowered to execute and deliver, on behalf of the predecessor
Servicer, as attorney-in-fact or otherwise, any and all documents and other
instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement of the Receivables and related documents,
or otherwise.

          The predecessor Servicer shall cooperate with the successor Servicer
and the Trustee in effecting the termination of the responsibilities and rights
of the predecessor Servicer hereunder, including the transfer to the successor
Servicer for administration by it of all cash amounts that shall at the time be
held or should have been held by the predecessor Servicer for deposit, or shall
thereafter be received with respect to a Receivable and the delivery to the
successor Servicer of all files and records concerning the Receivables and a
computer tape or diskette in readable form containing all information necessary
to enable the successor Servicer to service the Receivables and the other
property of the Trust. All reasonable costs and expenses (including attorneys'
fees) incurred in connection with transferring the Receivable Files to the
successor Servicer and amending this Agreement to reflect such succession as
Servicer pursuant to this Section 9.1 shall be paid by the predecessor Servicer
(unless such predecessor Servicer was previously a Backup Servicer) upon
presentation of reasonable documentation of such costs and expenses. In
addition, any successor Servicer shall be entitled to payment from the immediate
predecessor Servicer for reasonable transition expenses incurred in connection
with acting as successor Servicer, and to the extent not so paid, such payment
shall be made pursuant to Section 5.5(c)(i) hereof. Upon receipt of notice of
the occurrence of an Event of Default, the Trustee shall give notice thereof to
the Rating Agency. The predecessor Servicer shall grant the Trustee and the
Backup Servicer reasonable access to the predecessor Servicer's premises at the
predecessor Servicer's expense. If requested by the Backup Servicer or


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<PAGE>

successor Servicer, the predecessor Servicer shall terminate any arrangements
relating to the Lock-Box and the Lock-Box Account with the Lock-Box Bank and
direct the Obligors to make all payments under the Receivables directly to the
Successor Servicer at the predecessor Servicer's expense (in which event the
successor Servicer shall process such payments directly or through a Lock-Box
and a Lock-Box Account with a Lock-Box Bank).

          Section 9.2 Appointment of Successor.

          (a) Upon the Servicer's receipt of notice of termination pursuant to
Section 9.1 or the Servicer's resignation in accordance with the terms hereof,
the predecessor Servicer shall continue to perform its functions as Servicer
hereunder, in the case of termination, only until the date specified in such
termination notice or, if no such date is specified in a notice of termination,
until receipt of such notice and, in the case of expiration and non-renewal of
the term of the Servicer upon the expiration of such term, and in the case of
resignation, until the later of (A) the date 45 days from the delivery to the
Trustee of written notice of such resignation (or written confirmation of such
notice) in accordance with the terms of this Agreement and (B) the date upon
which the predecessor Servicer shall become unable to act as Servicer, as
specified in the notice of resignation and accompanying Opinion of Counsel. In
the event of termination of the Servicer, Harris Trust and Savings Bank, as
Backup Servicer, shall assume the obligations of Servicer hereunder on the date
specified in such written notice (the "Assumption Date") pursuant to the
Servicing Assumption Agreement. Notwithstanding the Backup Servicer's assumption
of, and its agreement to perform and observe all duties, responsibilities and
obligations of Asta Funding as Servicer under this Agreement arising on and
after the Assumption Date, the Backup Servicer shall not be deemed to have
assumed or to become liable for, or otherwise have any liability for, any
duties, responsibilities, obligations or liabilities of Asta Funding or any
predecessor Servicer arising on or before the Assumption Date, whether provided
for by the terms of this Agreement, arising by operation of law or otherwise,
including, without limitation, any liability for any duties, responsibilities,
obligations or liabilities of Asta Funding or any predecessor Servicer arising
on or before the Assumption Date under Section 4.7 or 8.2 of this Agreement,
regardless of when the liability, duty, responsibility or obligation of Asta
Funding or any predecessor Servicer arose, whether provided by the terms of this
Agreement, arising by operation of law or otherwise. In addition, if the Backup
Servicer shall be legally unable to act as Servicer and an Event of Default
shall have occurred and be continuing, the Backup Servicer, the Trustee or the
Majority Certificateholders may petition a court of competent jurisdiction to
appoint any successor to the Servicer. Pending appointment pursuant to the
preceding sentence, the Backup Servicer shall act as successor Servicer unless
it is legally unable to do so, in which event the predecessor Servicer shall
continue to act as Servicer until a successor has been appointed and accepted
such appointment. In the event that a successor Servicer has not been appointed
at the time when the predecessor Servicer has ceased to act as Servicer in
accordance with this Section 9.2, then the Trustee shall appoint, or petition a
court of competent jurisdiction to appoint, any established institution having a
net worth of not less than $50,000,000 and whose regular business shall include
the servicing of automotive receivables, as the successor to the Servicer
hereunder.

          (b) Upon appointment, the successor Servicer shall be the successor in
all respects to the predecessor Servicer and, except with respect to the
limitations of the Backup


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Servicer's obligations under Section 9.2(a), shall be subject to all the
responsibilities, duties and liabilities arising thereafter relating thereto
placed on the predecessor Servicer, and shall be entitled to the Servicing Fee
and all of the rights granted to the predecessor Servicer by the terms and
provisions of this Agreement.

          Section 9.3 Notification to Certificateholders. Upon any termination
of, or appointment of a successor to, the Servicer pursuant to this Article IX,
the Trustee shall give prompt written notice thereof to Certificateholders at
their respective addresses appearing in the Certificate Register and to the
Rating Agency.

          Section 9.4 Action Upon Certain Failures of the Servicer. In the event
that the Trustee shall have knowledge of any failure of the Servicer specified
in Section 9.1 that would give rise to a right of termination under such Section
upon the Servicer's failure to remedy the same after notice, the Trustee shall
give notice thereof to the Servicer, the Certificateholders and the Rating
Agency. For all purposes of this Agreement, in the absence of actual knowledge
by a Trustee Officer, the Trustee shall not be deemed to have knowledge of any
failure of the Servicer as specified in Section 9.1 unless notified thereof in
writing by the Servicer or by a Certificateholder. The Trustee shall be under no
duty or obligation to investigate or inquire as to any potential default of the
Servicer specified in Section 9.1.

          Section 9.5 Waiver of Past Defaults. The Majority Certificateholders
(or, in the case of a default referred to in Section 9.1(a), the Holders of
Certificates evidencing 100% of the Voting Interests thereof) may, on behalf of
all Holders of Certificates, waive any default by the Servicer or the Seller in
their performance of their respective obligations hereunder and its
consequences. Upon any such waiver of a past default, such default shall cease
to exist, and any Event of Default arising therefrom shall be deemed to have
been remedied for every purpose of this Agreement. No such waiver shall extend
to any subsequent or other default or impair any right consequent thereon.

                                  ARTICLE X

                                 THE TRUSTEE

          Section 10.1 Duties of Trustee. The Trustee, both prior to the
occurrence of an Event of Default and after an Event of Default shall have been
cured or waived, shall undertake to perform such duties and only such duties as
are specifically set forth in this Agreement. Notwithstanding any other
provision of this Agreement, if an Event of Default shall have occurred and
shall not have been cured or waived, the Trustee shall exercise such of the
rights and powers vested in it hereby and shall use the same degree of care and
skill in their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs. The Trustee shall
provide written notice to the Rating Agency immediately upon the occurrence of
any Event of Default, or event which at the expiration of a grace period will
become an Event of Default, in either case, solely to the extent that a Trustee
Officer has actual knowledge of such event (there being no duty of investigation
regarding the existence of such events). In addition, on each Determination Date
the Trustee shall send the


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Rating Agency a letter stating that no Trustee Officer has any actual knowledge
(without investigation) of any such events.

          The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee that shall be specifically required to be furnished pursuant to
any provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement.

          The Trustee shall take and maintain custody of the schedule of
Receivables included as Schedule 1 hereto and shall retain copies of all
Servicer's Certificates prepared hereunder.

          No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act, or its own bad faith;  provided, however, that:

          (i) prior to the occurrence of an Event of Default and after the
     curing or waiving of all such Events of Default that may have occurred, the
     duties and obligations of the Trustee shall be determined solely by the
     express provisions of this Agreement, the Trustee shall not be liable
     except for the performance of such duties and obligations as shall be
     specifically set forth in this Agreement, no implied covenants or
     obligations shall be read into this Agreement against the Trustee and, in
     the absence of bad faith on the part of the Trustee, the Trustee may
     conclusively rely on the truth of the statements and the correctness of the
     opinions expressed upon any certificates or opinions furnished to the
     Trustee and conforming to the requirements of this Agreement;

          (ii) the Trustee shall not be liable for an error of judgment made in
     good faith by a Trustee Officer, unless it shall be proved that the Trustee
     shall have been negligent in ascertaining the pertinent facts;

          (iii) the Trustee shall not be liable with respect to any action
     taken, suffered, or omitted to be taken in good faith in accordance with
     this Agreement or at the direction of the Holders of Certificates
     evidencing not less than 50% of the Voting Interests thereof relating to
     the time, method and place of conducting any proceeding for any remedy
     available to the Trustee, or exercising any trust or power conferred upon
     the Trustee, under this Agreement;

          (iv) the Trustee shall not be charged with knowledge of any Event of
     Default, unless a Trustee Officer assigned to the Trustee's Corporate Trust
     Office receives written notice of such Event of Default from the Servicer
     or the Seller, as the case may be, or the Holders of Certificates
     evidencing not less than 10% of the Voting Interests thereof (such notice
     shall constitute actual knowledge of an Event of Default by the Trustee);

          (v) without limiting the generality of this Section 10.1 or Section
     10.3, the Trustee shall have no duty (A) to see to any recording, filing,
     or depositing of this Agreement or any agreement referred to therein or any
     financing statement or


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<PAGE>

     continuation statement evidencing a security interest in the Receivables or
     the Financed Vehicles, or to see to the maintenance of any such recording
     or filing or depositing or to any rerecording, refiling or redepositing of
     any thereof, (B) to enforce any Insurance Policy or to effect or maintain
     any such insurance, (C) to see to the payment or discharge of any tax,
     assessment, or other governmental charge or any Lien or encumbrance of any
     kind owing with respect to, assessed or levied against, any part of the
     Trust, (D) (except in its role as Backup Servicer) to confirm or verify the
     contents of any reports or certificates of the Servicer delivered to the
     Trustee pursuant hereto believed by the Trustee to be genuine, to conform
     to the requirements hereof as to form and to have been signed or presented
     by the proper party or parties or (E) to inspect the Financed Vehicles at
     any time or ascertain or inquire as to the performance or observance of any
     of the Seller's or the Servicer's representations warranties or covenants
     or the Servicer's duties and obligations as Servicer; and

          (vi) the Trustee shall not be liable for any action taken, suffered or
     omitted by it in good faith and reasonably believed by it to be authorized
     or within the discretion or rights or powers conferred upon it by this
     Agreement.

          The Trustee shall not be required to expend or risk its own funds or
otherwise incur financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if there shall be
reasonable ground for believing that the repayment of such funds or indemnity
reasonably satisfactory to it against such risk or liability shall not be
reasonably assured to it, and none of the provisions contained herein shall in
any event require the Trustee to perform, or be responsible for the manner of
performance of, any of the obligations of the Servicer hereunder.

          Section 10.2 Trustee's Certificate. On or as soon as practicable after
each Distribution Date on which Receivables shall be assigned to Asta Funding or
the Servicer, as applicable, pursuant to this Agreement, notices received
pursuant to this Agreement and the information contained in the Servicer's
Certificate for the related Collection Period, identifying the Receivables
purchased by Asta Funding pursuant to Section 3.5 or purchased by the Servicer
pursuant to Section 4.7 or 11.2, the Trustee shall execute a Trustee's
Certificate (in the form of Exhibit D-l or Exhibit D-2 attached hereto, as
applicable), and shall deliver such Trustee's Certificate, accompanied by a copy
of the Servicer's Certificate for such Collection Period to Asta Funding or the
Servicer, as the case may be. The Trustee's Certificate submitted with respect
to such Distribution Date shall operate, as of such Distribution Date, as an
assignment, without recourse, representation or warranty, to Asta Funding or the
Servicer, as the case may be, of all the Trustee's right, title and interest in
and to such repurchased Receivable, and all security and documents relating
thereto, such assignment being an assignment outright and not for security.

          Section 10.3 Certain Matters Affecting Trustee. Except as otherwise
provided in Section 10.1:

          (a) The Trustee may conclusively rely and shall be protected in acting
or refraining from acting upon any resolution, Officer's Certificate, Servicer's
Certificate,


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certificate of auditors, or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond, or other
paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties.

          (b) The Trustee may consult with counsel and any advice or Opinion of
Counsel shall be full and complete authorization and protection in respect of
any action taken or suffered or omitted by it hereunder in good faith and in
accordance with such advice or Opinion of Counsel.

          (c) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Agreement, or to institute, conduct, or
defend any litigation under this Agreement or in relation to this Agreement, at
the request, order or direction of any of the Certificateholders pursuant to the
provisions of this Agreement, unless such Certificateholders shall have offered
to the Trustee security or indemnity reasonably satisfactory to it against the
costs, expenses, and liabilities that may be incurred therein or thereby;
nothing contained in this Agreement, however, shall relieve the Trustee of the
obligations, upon the occurrence of an Event of Default (that shall not have
been cured or waived), to exercise such of the rights and powers vested in it by
this Agreement, and to use the same degree of care and skill in their exercise
as a prudent person would exercise or use under the circumstances in the conduct
of such person's own affairs.

          (d) Prior to the occurrence of an Event of Default and after the
curing or waiving of all Events of Default that may have occurred, the Trustee
shall not be bound to make any investigation into the facts of matters stated in
any resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond, or other paper or document, unless
requested in writing to do so by the Holders of Certificates evidencing not less
than 25 % of the Voting Interests thereof; provided, however, that if the
payment within a reasonable time to the Trustee of the costs, expenses, or
liabilities likely to be incurred by it in the making of such investigation
shall be, in the opinion of the Trustee, not reasonably assured to the Trustee
by the security afforded to it by the terms of this Agreement, the Trustee may
require indemnity reasonably satisfactory to it against such cost, expense, or
liability as a condition to so proceeding. The reasonable expense of every such
examination shall be paid by the Person making such request or, if paid by the
Trustee, shall be reimbursed by the Person making such request upon demand.
Nothing in this clause (b) shall affect the obligation of the Servicer to
observe any applicable law prohibiting disclosure of information regarding the
Obligors.

          (e) The Trustee may execute any of the trusts or powers hereunder or
perform any duties under this Agreement either directly or by or through agents
or attorneys or a custodian. The Trustee shall not be responsible for any
misconduct or negligence of any such agent or custodian appointed with due care
by it hereunder or of the Servicer in its capacity as Servicer.

          (f) Except as may be required by Section 10.1, subsequent to the sale
of the Receivables by the Seller to the Trust, the Trustee shall have no duty of
independent inquiry and


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<PAGE>

the Trustee may rely upon the representations and warranties and covenants of
the Seller and the Servicer contained in this Agreement with respect to the
Receivables and the Receivable Files.

          (g) The Trustee may conclusively rely, as to factual matters relating
to the Seller or the Servicer, on an Officer's Certificate of the Seller or
Servicer, respectively.

          (h) The Trustee shall not be required to take any action or refrain
from taking any action under this Agreement, or any related documents referred
to herein, nor shall any provision of this Agreement, or any such related
document be deemed to impose a duty on the Trustee to take action, if the
Trustee shall have been advised by counsel that such action is contrary to (i)
the terms of this Agreement, (ii) any such related document or (iii) the law.

          Section 10.4 Trustee Not Liable for Certificates or Receivables. The
recitals contained herein and in the Certificates (other than the certificate of
authentication on the Certificates) shall be taken as the statements of the
Seller or the Servicer, as the case may be, and the Trustee assumes no
responsibility for the correctness thereof. The Trustee shall make no
representations as to the validity or sufficiency of this Agreement or of the
Certificates (other than the certificate of authentication on the Certificates),
or of any Receivable or related document. The Trustee shall at no time have any
responsibility or liability for or with respect to any directions by the
Servicer to the Lock-Box Bank, the legality, validity, and enforceability of any
security interest in any Financed Vehicle or any Receivable, or the perfection
and priority of such a security interest or the maintenance of any such
perfection and priority, or for or with respect to the efficacy of the Trust or
its ability to generate the payments to be distributed to Certificateholders
hereunder, including, without limitation: the existence, condition, location,
and ownership of any Financed Vehicle; the existence and enforceability of any
physical damage insurance thereon; the existence, contents and completeness of
any Receivable or any Receivable File or any computer or other record thereof;
the validity of the assignment of any Receivable to the Trust or of any
intervening assignment; the performance or enforcement of any Receivable; the
compliance by the Seller or the Servicer with any warranty or representation
made hereunder or in any related document and the accuracy of any such warranty
or representation prior to the Trustee's receipt of notice or other discovery of
any noncompliance therewith or any breach thereof; any investment of monies by
or at the direction of the Servicer or any loss resulting therefrom (it being
understood that the Trustee shall remain responsible for any Trust Property that
it may hold); the acts or omissions of the Seller, the Servicer, or any Obligor;
any action of the Servicer taken in the name of the Trustee; or any action by
the Trustee taken at the instruction of the Servicer; provided, however, that
the foregoing shall not relieve the Trustee of its obligation to perform its
duties hereunder. Except with respect to a claim based on the failure of the
Trustee to perform its duties hereunder or based on the Trustee's negligence or
willful misconduct, no recourse shall be had for any claim based on any
provision of this Agreement, the Certificates, or any Receivable or assignment
thereof against the Trustee in its individual capacity, the Trustee shall not
have any personal obligation, liability, or duty whatsoever to any
Certificateholder or any other Person with respect to any such claim, and any
such claim shall be asserted solely against the Trust or any indemnitor who
shall furnish indemnity as provided in this Agreement. The Trustee shall not be
accountable for the use or application by the Seller of any of the Certificates
or of the proceeds of such Certificates, or for the use or application of any
funds paid to the Servicer in respect of the


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<PAGE>

Receivables. The Seller hereby certifies to the Trustee that the Rating Agency
rating the Certificates is Duff & Phelps Credit Rating Co. and that its existing
address is as set forth in Section 12.5. The Trustee may rely on the accuracy of
such certification until it receives from the Seller an Officer's Certificate
superseding such certification. It is expressly understood and agreed by the
parties hereto that (a) this Agreement and the Certificates are executed and
delivered by Harris Trust and Savings Bank, not individually or personally but
solely as Trustee of the Asta Auto Trust 1996-1, in the exercise of the powers
and authority conferred and vested in it, (b) the representations, undertakings
and agreements herein made on the part of the Trust are made and intended not as
personal representations, undertakings and agreements by Harris Trust and
Savings Bank, but are made and intended for the purpose of binding only the
Trust, and (c) under no circumstances shall Harris Trust and Savings Bank be
personally liable for the payment of any indebtedness or expenses of the Trust
or be liable for the breach or failure of any obligation, representations,
warranty or covenant made or undertaken by the Trust under this Agreement and
the Certificates.

          Section 10.5 Trustee May Own Certificates. The Trustee in its
individual or any other capacity may become the owner or pledgee of Certificates
and may deal with the Seller and the Servicer in banking transactions with the
same rights as it would have if it were not Trustee.

          Section 10.6 Indemnity of Trustee. The Servicer shall indemnify the
Trustee, including its officers, directors, employees and agents, for, and hold
it harmless against any loss, liability, or expense incurred without willful
misfeasance, negligence, or bad faith on its part, arising out of or in
connection with the acceptance or administration of the Trust, including the
costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance of any of its powers or duties
hereunder. Additionally the Seller, pursuant to Section 7.2, shall indemnify the
Trustee with respect to certain matters, the Servicer, pursuant to Section 8.2,
shall indemnify the Trustee with respect to certain matters, and
Certificateholders, pursuant to Section 10.3 shall, upon the circumstances
therein set forth, indemnify the Trustee under certain circumstances. The
provisions of this Section 10.6 shall survive the termination of this Agreement
and the resignation or removal of the Servicer.

          Section 10.7 Eligibility Requirements for Trustee. The Trustee or its
parent shall at all times be organized and doing business under the laws of the
United States of America or any State thereof; authorized under such laws to
exercise corporate trust powers; having a combined capital and surplus of at
least $50,000,000 and subject to supervision or examination by federal or State
authorities; and having a rating, both with respect to long-term and short-term
unsecured obligations, of not less than investment grade by the Rating Agency.
If such corporation shall publish reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purpose of this Section 10.7, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 10.7, the Trustee shall resign immediately in the
manner and with the effect specified in Section 10.8.


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          Section 10.8 Resignation or Removal of Trustee. The Trustee may at any
time resign and be discharged from the trusts hereby created by giving written
notice thereof to the Servicer, the Seller and each Certificateholder. Upon
receiving such notice of resignation, with the prior written consent of the
Rating Agency and the Majority Certificateholders the Servicer shall promptly
appoint a successor Trustee by written instrument, in duplicate, one copy of
which instrument shall be delivered to the resigning Trustee and one copy to the
successor Trustee. If no successor Trustee shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

          If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 10.7 and shall fall to resign after written
request therefor by the Servicer, or if at any time the Trustee shall be legally
unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the
Trustee or of its property shall be appointed, or any public officer shall take
charge or control of the Trustee or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation, then the Servicer may remove the
Trustee. If the Servicer shall remove the Trustee under the authority of the
immediately preceding sentence, the Servicer shall promptly appoint a successor
Trustee by written instrument, in duplicate, one copy of which instrument shall
be delivered to the outgoing Trustee so removed and one copy to the successor
Trustee, and pay all fees owed to the outgoing Trustee.

          Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section 10.8 shall
not become effective until acceptance of appointment by the successor Trustee
pursuant to Section 10.9 and payment of all fees and expenses owed to the
outgoing Trustee. The Servicer shall provide notice of such resignation or
removal of the Trustee to the Rating Agency then rating the Certificates.

          Section 10.9 Successor Trustee. Any successor Trustee appointed
pursuant to Section 10.8 shall execute, acknowledge and deliver to the Servicer,
the Backup Servicer and to its predecessor Trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor Trustee shall become effective and such successor Trustee, without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with like
effect as if originally named as Trustee. The predecessor Trustee shall upon
payment of its fees and expenses deliver to the successor Trustee all documents
and statements and monies held by it hereunder; and the Servicer and the
predecessor Trustee shall execute and deliver such instruments and do such other
things as may reasonably be required for fully and certainly vesting and
confirming in the successor Trustee all such rights, powers, duties and
obligations.

          No successor Trustee shall accept appointment as provided in this
Section 10.9 unless at the time of such acceptance such successor Trustee shall
be eligible pursuant to Section 10.7.

          Upon acceptance of appointment by a successor Trustee pursuant to this
Section 10.9, the Servicer shall mall notice of the successor of such Trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register and to the Rating Agency.


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If the Servicer shall fail to mail such notice within ten (10) days after
acceptance of appointment by the successor Trustee, the successor Trustee shall
cause such notice to be mailed at the expense of the Servicer.

          Section 10.10 Merger or Consolidation of Trustee. Any corporation into
which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be eligible pursuant to Section 10.7, without the execution or
filing of any instrument or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding; provided further, that
the Trustee shall notify the Rating Agency of such merger or consolidation.

          Section 10.11 Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust or any Financed Vehicle may at the time be located, the Servicer,
and the Trustee acting jointly shall have the power and shall execute and
deliver all instruments to appoint one or more Persons approved by the Trustee
to act as co-trustee, jointly with the Trustee, or separate trustee or separate
trustees, of all or any part of the Trust, and to vest in such Person, in such
capacity and for the benefit of the Certificateholders, such title to the Trust,
or any part thereof, and, subject to the other provisions of this Section 10.11,
such powers, duties, obligations, rights and trusts as the Servicer and the
Trustee may consider necessary or desirable. If the Servicer shall not have
joined in such appointment within 15 days after the receipt by it of a request
so to do, or in the case an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee pursuant to Section 10.7, except as to the
rating requirements set forth therein, and no notice of a successor trustee
pursuant to Section 10.9 and no notice to Certificateholders of the appointment
of any co-trustee or separate trustee shall be required pursuant to Section
10.9.

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

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


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<PAGE>

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

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

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

          Any separate trustee or co-trustee may at any time appoint the
Trustee, its agent or attorney-in-fact with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.

          Section 10.12 Representations and Warranties of Trustee. The Trustee
shall make the following representations and warranties on which the Seller and
Certificateholders shall rely:

          (a) The Trustee is an Illinois banking corporation duly organized,
validly existing and in good standing under the laws of its place of
incorporation.

          (b) The Trustee has full corporate power, authority and legal right to
execute, deliver and perform this Agreement and shall have taken all necessary
action to authorize the execution, delivery and performance by it of this
Agreement.

          (c) This Agreement shall have been duly executed and delivered by the
Trustee and shall be enforceable against the Trustee in accordance with its
terms.

          Section 10.13 No Bankruptcy Petition. The Trustee covenants and agrees
that prior to the date which is one year and one day after the payment in full
of all securities issued by the Seller or by a trust for which the Seller was
the depositor it will not institute against, or join any other Person in
instituting against, the Seller or the Trust any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any federal or State bankruptcy or similar law.


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          Section 10.14 Trustee May Enforce Claims Without Possession of
Certificates. All rights of action and claims under this Agreement or the
Certificates may be prosecuted and enforced by the Trustee without the
possession of any of the Certificates or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as Trustee. Any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Certificateholders in respect of which such judgment has
been obtained.

          Section 10.15 Trustee Not Liable for Losses. The Trustee shall not be
liable for the selection of, or for losses incurred in respect, of Eligible
Investments provided that the Trustee complies with the written instructions
provided by the Servicer pursuant to Section 5.1.

          Section 10.16 Application of Article X. In the event that the entity
serving as Trustee hereunder is also serving as Backup Servicer or Custodian
hereunder, the rights and protection afforded to the Trustee pursuant to this
Article X shall also be afforded to such Backup Servicer and Custodian.

                                  ARTICLE XI

                                 TERMINATION

          Section 11.1 Termination of the Trust. The respective obligations and
responsibilities of the Seller, the Servicer, the Trustee and the Trust created
hereby shall terminate upon the payment to Certificateholders of all amounts
required to be paid to them pursuant to this Agreement and the disposition of
all property held as part of the Trust; provided, however, that in no event
shall the trust created hereby continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late
ambassador of the United States of America to the Court of St. James, living on
the date of this Agreement. The Servicer shall promptly notify the Trustee of
any prospective termination pursuant to this Section 11.1.

          Notice of any termination, specifying the Distribution Date upon which
the Certificateholders may surrender their Certificates to the Trustee for
payment of the final distribution and cancellation, shall be given promptly by
the Trustee by letter to Certificateholders mailed not earlier than the 15th day
and not later than the 25th day of the month next preceding the specified
Distribution Date stating (A) the Distribution Date upon which final payment of
the Certificates shall be made upon presentation and surrender of the
Certificates at the office of the Trustee therein designated, (B) the amount of
any such final payment, and (C) if applicable, that the Record Date otherwise
applicable to such Distribution Date is not applicable, payments being made only
upon presentation and surrender of the Certificates at the office of the Trustee
therein specified. The Trustee shall give such notice to the Certificate
Registrar (if other than the Trustee) at the time such notice is given to
Certificateholders. Upon presentation and surrender of the Certificates, the
Trustee shall cause


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<PAGE>

to be distributed to Certificateholders amounts distributable on such
Distribution Date pursuant to Section 5.5.

          In the event that all of the Certificateholders shall not surrender
their Certificates for cancellation within six (6) months after the date
specified in the above-mentioned written notice, the Trustee shall give a second
written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. If within one (1) year after the second notice all the Certificates
shall not have been surrendered for cancellation, the Trustee shall take
appropriate steps, or may appoint an agent to take appropriate steps, to contact
the remaining Certificateholders concerning surrender of their Certificates, and
the cost thereof shall be paid out of the funds and other assets that shall
remain subject to this Agreement or if none from Asta Funding. Any funds
remaining in the Trust after exhaustion of such remedies shall be distributed by
the Trustee to the Seller.

          Section 11.2 Optional Purchase of all Receivables. On the last day of
any Collection Period as of which the Pool Balance as a percentage of the
Original Pool Balance shall be less than or equal to the Optional Purchase
Percentage, the Servicer shall have the option to repurchase the Receivables. To
effect such purchase the Servicer shall (a) give written notice to the Trustee
and the Certificateholders no later than 30 days prior to the Distribution Date
on which such purchase is to be effected and (b) on or before such Distribution
Date, deposit into the Collection Account pursuant to Section 5.4 an amount
equal to the sum of (i) the aggregate Purchase Amount for the Receivables plus
(ii) the market value of any other property held by the Trust. After payment of
the amount specified in this Section 11.2, the Seller shall succeed to all
interests in and to the Trust.

          Section 11.3 Rights upon the Occurrence of Certain Events. (a) If the
Seller shall consent to the appointment of a bankruptcy trustee or conservator,
receiver or liquidator in any bankruptcy proceeding or other insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings of or relating to such Seller or relating to all or substantially
all of such entity's property, or a decree or order of a court or agency or
supervisory authority having jurisdiction in the premises for the appointment of
a bankruptcy trustee or conservator, receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up, insolvency, bankruptcy, reorganization,
conservatorship, receivership or liquidation of such entity's affairs, shall
have been entered against the Seller Interest; or the Seller shall admit in
writing its inability to pay its debts generally as they become due, file a
petition to take advantage of any applicable bankruptcy insolvency or
reorganization, receivership or conservatorship statute, make an assignment for
the benefit of its respective creditors or voluntarily suspend payment of its
obligations (any such act or occurrence being an "Insolvency Event"), then the
Seller shall on the day any such Insolvency Event occurs (the "Appointment
Date"), immediately give notice to the Trustee thereof. Upon the Appointment
Date, this Agreement and the Trust shall dissolve and be terminated, subject to
the liquidation, winding-up, and dissolution procedures described below. Within
15 days of the Appointment Date, the Trustee shall at the expense of the Trust
(i) publish a notice in an authorized newspaper that an Insolvency Event has
occurred, that the Trust has terminated and that the Trustee intends to sell,
dispose of or otherwise liquidate the Trust Property on commercially reasonable
terms and in a commercially reasonable manner and


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<PAGE>

(ii) give notice to Certificateholders describing the provisions of this Section
and requesting instructions from such Holders. Unless the Trustee shall have
received written instructions within 60 days from the date notice pursuant to
clause (i) above is first published from Holders of Certificates evidencing more
than 50% of the aggregate unpaid principal amount of each Class (other than the
Seller), to the effect that such Persons disapprove of the liquidation of the
Trust Property and wish to reconstitute the Trust pursuant to the terms of this
Agreement (as amended in connection with such reconstitution), the Trustee shall
promptly sell, dispose of or otherwise liquidate the Trust Property in a
commercially reasonable manner and on commercially reasonable terms, which shall
include the solicitation of competitive bids and shall sell the Trust Property
at the highest bid solicited. The Trustee may obtain a prior determination from
any such conservator, receiver or liquidator of the Seller that the terms and
manner of any proposed sale, disposition or liquidation are commercially
reasonable.

          (b) The proceeds from the sale, disposition or liquidation of the
Trust Property pursuant to paragraph (a) ("Insolvency Proceeds") shall be
immediately deposited in the Collection Account. The Insolvency Proceeds shall
be allocated and distributed to Certificateholders or the Seller in accordance
with the terms of Article V hereof.

          (c) This Section 11.3 shall cease to be applicable with respect to
this Agreement upon the effective date of final Income Tax Regulations
promulgated under Section 7701 of the Code that would have the effect of causing
the Trust to qualify as a partnership for federal income tax purposes and for
New Jersey and Illinois income and franchise tax purposes in the absence hereof.
The Trustee shall recognize any such change in the operative status of this
provision only upon delivery to it of an Opinion of Counsel to the effect that
the condition set forth in the preceding sentence has been satisfied, and that
the Trust will be treated as a partnership in the absence of this Section 11.3.

                                 ARTICLE XII

                           MISCELLANEOUS PROVISIONS

          Section 12.1 Amendment. This Agreement may be amended by the Seller,
the Servicer and the Trustee without the consent of any of the
Certificateholders, to cure any ambiguity, to correct or supplement any
provisions in this Agreement or to add any other provisions with respect to
matters or questions arising hereunder which shall not be inconsistent with the
provisions hereof; provided, however, that such action shall not, as evidenced
by an Opinion of Counsel delivered to the Trustee, adversely affect in any
material respect the interests of any Certificateholder.

          This Agreement may also be amended from time to time by the Seller,
the Servicer and the Trustee with the consent of the Holders of each Class of
Certificates materially affected thereby (which consent of any Holder of a
Certificate given pursuant to this Section or pursuant to any other provision of
this Agreement shall be conclusive and binding on such Holder and on all future
Holders of such Certificate and of any Certificate issued upon the transfer
thereof or in exchange thereof or in lieu thereof whether or not notation of
such consent


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<PAGE>

is made upon the Certificate) evidencing not less than 51 % of the Voting
Interests of all the affected Certificates for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement, or of modifying in any manner the rights of the Holders of
Certificates; provided, however, that no such amendment shall (a) increase or
reduce in any manner the amount of, or accelerate or delay the timing of,
collections of payments on Receivables or distributions that shall be required
to be made on any Certificate without the consent of each Certificateholder
affected thereby, (b) reduce the aforesaid percentage of the Voting Interests of
the Certificates required to consent to any such amendment, without the consent
of the Holders of all Certificates of the applicable Class then outstanding or
(c) result in a downgrade or withdrawal of the then-current rating of any Class
of Certificates by the Rating Agency without the consent of the Holders of all
Certificates of the applicable Class then outstanding. This Agreement may, upon
the Backup Servicer becoming Servicer, also be amended from time to time by the
Seller, the Servicer and the Trustee with the unanimous consent of the Holders
of each Class of Certificates to provide for an increase in the Servicing Fee.

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

          It shall not be necessary for the consent of Certificateholders
pursuant to this Section 12.1 to approve the particular form of any proposed
amendment or consent, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents (and any other
consents of Certificateholders provided for in this Agreement) and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable requirements as the Trustee may prescribe.

          Prior to the execution of any amendment to this Agreement, the Trustee
shall be entitled to receive and rely upon an Opinion of Counsel stating that
the execution of such amendment is authorized or permitted by this Agreement and
the Opinion of Counsel referred to in Section 12.2(i)(i). The Trustee may, but
shall not be obligated to, enter into any such amendment which affects the
Trustee's own rights, duties or immunities hereunder or otherwise.

          Section 12.2 Protection of Title to Trust.

          (a) The Seller shall execute and file such financing statements and
cause to be executed and filed such continuation statements, all in such manner
and in such places as may be required by law fully to preserve, maintain and
protect the interest of the Certificateholders and the Trustee in the
Receivables and in the proceeds thereof (other than any notations or filings
with respect to the title documents for the Financed Vehicles). The Seller shall
deliver (or cause to be delivered) to the Trustee file-stamped copies of, or
filing receipts for, any document filed as provided above, as soon as available
following such filing.

          (b) Neither the Seller nor Asta Funding shall change its name,
identity, or corporate structure in any manner that would, could, or might make
any financing statement or continuation statement filed in accordance with
paragraph (a) above seriously misleading within


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<PAGE>

the meaning of ss.9-402(7) of the UCC, unless it shall have given the Trustee
at least five (5) days prior written notice thereof, shall have promptly filed
appropriate amendments to all previously filed financing statements or
continuation statements and shall have delivered an Opinion of Counsel (i)
stating that, in the opinion of such counsel, all amendments to all previously
filed financing statements and continuation statements have been executed and
filed that are necessary fully to preserve and protect the interest of the
Trustee in the Receivables, and reciting the details of such filings, or (ii)
stating that, in the opinion of such counsel, no such action shall be necessary
to preserve and protect such interest.

          (c) Each of the Seller and Asta Funding shall have an obligation to
give the Trustee at least 30 days prior written notice of any relocation of its
principal executive office if, as a result of such relocation, the applicable
provisions of the UCC would require the filing of any amendment of any
previously filed financing or continuation statement or of any new financing
statement, shall promptly file any such amendment and shall deliver an Opinion
of Counsel (i) stating that, in the opinion of such counsel, all amendments to
all previously filed financing statements and continuation statements have been
executed and filed that are necessary fully to preserve and protect the interest
of the Trustee in the Receivables, and reciting the details of such filings, or
(ii) stating that, in the opinion of such counsel, no such action shall be
necessary to preserve and protect such interest. The Servicer shall at all times
maintain each office from which it shall service Receivables, and its principal
executive office, within the United States of America.

          (d) The Servicer shall maintain accounts and records as to each
Receivable accurately and in sufficient detail to permit (i) the reader thereof
to know at any time the status of such Receivable, including payments and
recoveries made and payments owing (and the nature of each) and (ii)
reconciliation between payments or recoveries on (or with respect to) each
Receivable and the amounts from time to time deposited in the Certificate
Account in respect of such Receivable.

          (e) The Servicer shall maintain its computer systems so that, from and
after the time of sale hereunder of the Receivables to the Trust, the Servicer's
master computer records (including any back-up archives) that refer to a
Receivable shall indicate clearly the interest of the particular grantor trust
or agent as the case may be, in such Receivable and that such Receivable is
owned by the Trust. Indication of the Trust's ownership of a Receivable shall be
deleted from or modified on the Servicer's computer systems when, and only when,
such Receivable shall have been paid in full or repurchased.

          (f) If at any time the Seller or the Servicer shall propose to sell,
grant a security interest in or otherwise transfer any interest in automotive
receivables to any prospective purchaser, lender, or other transferee, the
Servicer shall give to such prospective purchaser, lender or other transferee
computer tapes, records or print-outs (including any restored from back-up
archives) that, if they shall refer in any manner whatsoever to any Receivable,
shall indicate clearly that such Receivable has been sold and is owned by the
Trustee.


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<PAGE>

          (g) The Servicer shall permit the Trustee and its agents at any time
during normal business hours to inspect, audit and make copies of and abstracts
from the Servicer's records regarding any Receivable.

          (h) Upon request the Servicer shall furnish to the Trustee, within (5)
five Business Days, a list of all Receivables (by contract number and name of
Obligor) then held as part of the Trust, together with a reconciliation of such
list to the Schedule of Receivables and to each of the Servicer's Certificates
furnished before such request indicating removal of Receivables from the Trust.

          (i) The Servicer shall deliver to the Trustee:

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

          (ii) within 90 days after the beginning of each calendar year
     beginning with the first calendar year beginning more than three (3) months
     after the Cutoff Date, an Opinion of Counsel, dated as of a date during
     such 90-day period either (A) stating that, in the opinion of such counsel,
     all financing statements and continuation statements have been executed and
     filed that are necessary fully to preserve and protect the interest of the
     Trust in the Receivables (other than any notations or filings with respect
     to the title documents for the Financed Vehicles), and reciting the details
     of such filings or referring to prior Opinions of Counsel in which such
     details are given or (B) stating that, in the opinion of such counsel, no
     such action shall be necessary to preserve and protect such interest.

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

          (j) For the purpose of facilitating the execution of this Agreement
and for other purposes, this Agreement may be executed simultaneously in any
number of counterparts, each of which counterparts shall be deemed to be an
original, and all of which counterparts shall constitute but one and the same
instrument.

          (k) In the event any of the events described in Section 9.l(iii) or
(iv) shall have occurred, or in the event Asta Funding shall have been removed
or replaced as Servicer for any reason, then Asta Funding or the Servicer shall
immediately cause each certificate of title for a Financed Vehicle to be marked
to reflect the security interest of the Trust in the Financed Vehicle, and Asta
Funding hereby appoints the Trustee its attorney-in-fact to effect such marking,
and the Trustee hereby accepts such appointment. The appointment of the Trustee


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<PAGE>

hereunder shall not operate to relieve Asta Funding and/or the Servicer of its
obligations to mark each Certificate of Title under this Section 12.2(k). Asta
Funding shall be liable for all costs, fees and expenses incurred under this
Section 12.2(k).

          Section 12.3 Limitation on Rights of Certificateholders. The death or
incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a partition or winding up of the Trust,
nor otherwise affect the rights, obligations and liabilities of the parties to
this Agreement, or any of them.

          No Certificateholder shall have any right to vote (except as
specifically provided herein, including in Section 12.1) or in any manner
otherwise control the operation and management of the Trust, or the obligations
of the parties to this Agreement, nor shall anything in this Agreement set
forth, or contained in the terms of the Certificates, be construed so as to
constitute the Certificateholders from time to time as partners or members of an
association; nor shall any Certificateholder be under any liability to any third
person by reason of any action taken pursuant to any provision of this
Agreement.

          No Certificateholder shall have any right by virtue or by availing
itself of any provisions of this Agreement to institute any suit, action, or
proceeding in equity or at law upon or under or with respect to this Agreement,
unless such Holder previously shall have given to the Trustee a written notice
of default and of the continuance thereof, and unless also the Holders of
Certificates evidencing not less than 25% of the Voting Interests thereof shall
have made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such indemnity as it may reasonably require against the costs, expenses
and liabilities to be incurred therein or thereby and the Trustee, for 30 days
after its receipt of such notice, request and offer of indemnity, shall have
neglected or refused to institute any such action, suit or proceeding and during
such 30-day period no request or waiver inconsistent with such written request
has been given to the Trustee pursuant to this Section 12.3 or Section 9.4; no
one or more Holders of Certificates shall have any right in any manner whatever
by virtue or by availing itself or themselves of any provisions of this
Agreement to affect, disturb or prejudice the rights of any other such Holder of
Certificates, or to obtain or seek to obtain priority over or preference to any
other such Holder, or to enforce any right, under this Agreement except in the
manner provided herein and for the equal, ratable and common benefit of all
Certificateholders. For the protection and enforcement of the provisions of this
Section 12.3, each Certificateholder and the Trustee shall be entitled to such
relief as can be given either at law or in equity.

          Section 12.4 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.

          Section 12.5 Notices. All demands, notices, and communications upon or
to the Seller, the Servicer, the Trustee or the Rating Agency hereunder shall be
in writing, and


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<PAGE>

delivered (a) personally, (b) by certified mail, return receipt requested, (c)
by Federal Express or similar overnight courier service or (d) by telecopy, and
shall be deemed to have been duly given upon receipt (a) in the case of the
Seller, to the agent for service as specified herein, at the following address:
Asta Auto Receivables Company, 210 Sylvan Avenue, Englewood Cliffs, New Jersey
06830 (Telecopy: (201) _____-_____), or at such other address as shall be
designated by the Seller in a written notice to the Trustee, (b) in the case of
the Servicer to the Secretary, Asta Funding, Inc., 210 Sylvan Avenue, Englewood
Cliffs, New Jersey 06830 (Telecopy: (201) 569- 6198), (c) in the case of the
Trustee, at 311 West Monroe Street, Chicago, Illinois 60606 (Telecopy: (312)
461-3525), (d) in the case of the Rating Agency at the following address: Duff &
Phelps Credit Rating Co., 55 East Monroe Street, Chicago, Illinois 60603,
Attention: Asset-Backed Surveillance and (e) in the case of Greenwich Capital
Markets, Inc., at the following address: 600 Steamboat Road, Greenwich,
Connecticut 06830, Attention: Structured Finance Department. Any notice required
or permitted to be mailed to a Certificateholder shall be given by first class
mail, postage prepaid, at the address of such Holder as shown in the Certificate
Register. My notice so mailed within the time prescribed in this Agreement shall
be conclusively presumed to have been duly given, whether or not the
Certificateholder shall receive such notice.

          Section 12.6 Severability of Provisions. If any one or more of the
covenants, agreements, provisions, or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions, or
terms shall be deemed severable from the remaining covenants, agreements,
provisions, or terms of this Agreement and shall in no way affect the validity
or enforceability of the other provisions of this Agreement or of the
Certificates or the rights of the Holders thereof.

          Section 12.7 Assignment. Notwithstanding anything to the contrary
contained herein, except as provided in Sections 7.3 and 8.3 and as provided in
the provisions of this Agreement concerning the resignation of the Servicer,
this Agreement may not be assigned by the Seller or the Servicer without the
prior written consent of the Trustee and the Holders of Certificates evidencing
not less than 66% of the Voting Interests thereof.

          Section 12.8 Certificates Nonassessable and Fully Paid.
Certificateholders shall not be personally liable for obligations of the Trust.
The interests represented by the Certificates shall be nonassessable f6r any
losses or expenses of the Trust or for any reason whatsoever.

          Section 12.9 Nonpetition Covenant.

          (a) Neither the Seller nor the Servicer shall petition or otherwise
invoke the process of any court or government authority for the purpose of
commencing or sustaining a case against the Trust 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
Trust or any substantial part of its property, or ordering the winding up or
liquidation of the affairs of the Trust.

          (b) The Servicer shall not, nor cause the Seller to, petition or
otherwise invoke the process of commencing or sustaining a case against the
Seller under any federal or State


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<PAGE>

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 its property, or ordering the winding up or
liquidation of the affairs of the Seller.

          Section 12.10 Third Party Beneficiaries. Except as otherwise
specifically provided herein with respect to Certificateholders, the parties to
this Agreement hereby manifest their intent that no third party shall be deemed
a third party beneficiary of this Agreement, and specifically that the Obligors
are not third party beneficiaries of this Agreement.

          Section 12.11 Agent for Service. The agent for service for the Seller
shall be The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware
19801.

          Section 12.12 Tax Treatment. The Seller and the Trustee on behalf of
the Trust, by entering into this Agreement, and the Holders, by acquiring any
Certificate, express their intention that (i) the Trust be treated as a
partnership for federal income tax purposes, State and local income and
franchise tax purposes and for purposes of any other taxes that are imposed
upon, measured by or based upon gross or net income, and (ii) the Certificates
and the Excess Interest be treated as the interests in such partnership. For
such purposes and unless otherwise required by appropriate taxing authorities,
the Seller, the Trustee and the Holders hereby agree: (i) to treat the
Certificates and the Excess Interest as the interests in such partnership and to
treat any distributions with respect thereto from the Trust as partnership
distributions, (ii) that the Holders of the Certificates will be treated as
limited partners of such partnership and that the Seller, as the holder of the
Excess Interest, will be treated as the general partner, (iii) with respect to
each Holder and the Seller, to include in income its respective share of income,
gain, loss and deduction generated by the Trust Property and related property as
determined under partnership tax accounting rules, and (iv) that the net income
allocated to the Holders of the Certificates will be equal to the interest rate
on their respective Certificates and that all other net income of the Trust will
be allocated to the Seller as holder of the Excess Interest. The Parties agree
that the Trust shall file or cause to be filed annual or other necessary
returns, reports and other forms consistent with the characterization of the
Trust as a partnership and the characterization of the Certificates as
partnership interests therein for such tax purposes.

          Section 12.13 Seller's Partnership Interest. The Seller shall at all
times retain its Seller Partnership Interest and may not transfer, assign,
pledge, participate, alienate or hypothecate any interest in the same at any
time. Any attempted transfer, assignment, pledge, participation, alienation or
hypothecation of any interest in the Seller Partnership Interest by the Seller
shall be void. Any Certificate issued to the Seller shall contain a legend to
such effect. In addition, the Seller shall at all times remain a party to this
Agreement and shall not withdraw from or terminate this Agreement.

          Section 12.14 Liabilities. (a) Notwithstanding any provision of this
Agreement, by entering into this Agreement, the Seller agrees to be liable,
directly to the injured party, for the entire amount of any losses, claims,
damages or liabilities (other than those incurred by a Certificateholder in the
capacity of an investor in the Certificates) arising out of or based on each of
the arrangements created by this Agreement (to the extent Trust Property
remaining after the Certificateholders have been paid in full are insufficient
to pay such losses, claims, damages or


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<PAGE>

liabilities) and the actions of the Servicer taken pursuant thereto as though
this Agreement created a partnership under the New York Uniform Partnership Act
in which the Seller and each holder of an interest in the Seller Partnership
Interest was a general partner.

          (b) The Seller hereby represents that it has, and warrants that it
shall maintain, assets sufficient to constitute "substantial assets" (other than
the Seller Partnership Interest) for purposes of Section 301.7701-2(d)(2) of the
Income Tax Regulations promulgated under the Code.

          (c) This Section 12.14 shall cease to be applicable with respect to
this Agreement upon the effective date of final Income Tax Regulations
promulgated under Section 7701 of the Code that would have the effect of causing
the trust to qualify as a partnership for federal income tax purposes and for
New Jersey and Illinois income and franchise tax purposes in the absence hereof.
The Trustee shall recognize any such change in the operative status of this
provision only upon delivery to it of an Opinion of Counsel to the effect that
the condition set forth in the preceding sentence has been satisfied, and that
the Trust will be treated as a partnership in the absence of this Section 12.14.

          Section 12.15 Withholding. The Trustee on behalf of the Trust shall
comply with all requirements of the Code and the Treasury regulations and
applicable state and local law with respect to the withholding from any
distributions made by it to any Holder of any applicable withholding taxes
imposed thereon and with respect to any applicable reporting requirements in
connection therewith. In that regard, the Trustee shall withhold from amounts
otherwise distributable to a Certificateholder at the highest potentially
applicable rate if such Certificateholder fails to provide a duly executed
Certificate of Non-Foreign Status in the form attached hereto as Exhibit K,
which withholding shall be computed on the basis of such Certificateholder's
allocable net income or, if it produces a larger withholding amount, its gross
income, and such withheld amounts shall be deemed paid to the affected
Certificateholder for all purposes of this Agreement.

          Section 12.16 Right to Direct. The Majority Certificateholders shall
have the right to direct and manage the trust, including the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee, the Servicer or the Backup Servicer, or exercising any trust or
power conferred on the Trustee, the Servicer or the Backup Servicer; provided,
however, that the Trustee, the Servicer and the Backup Servicer shall have the
right to decline to follow any such direction if (i) the Trustee, the Servicer
or the Backup Servicer, as advised by counsel, determines that the action so
directed may not lawfully be taken, (ii) if in good faith shall, by a Trustee
Officer, Servicing Officer or Backup Servicer, determine that the proceedings so
directed would be illegal, involve it in personal liability, unduly prejudicial
to the rights of Certificateholders not parties to such direction or would not
be possible to be performed by such entity without undue burden or expense; and
provided further that nothing in this Agreement shall impair the right to take
any action deemed proper by the Trustee, the Servicer or the Backup Servicer and
which is not inconsistent with such management and direction by the Majority
Certificateholders.


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<PAGE>

          IN WITNESS WHEREOF, the Seller, the Servicer, the Trustee, the
Custodian and the Backup Servicer have caused this Pooling and Servicing
Agreement to be duly executed by their authorized officers as of the date first
above written.

                               ASTA AUTO RECEIVABLES COMPANY,
                                as the Seller,


                               By: /s/ Gary Stern
                                   --------------------------
                                   Name:  Gary Stern
                                   Title: Pres.


                               ASTA FUNDING, INC.,
                                as the Servicer


                               By: /s/ Gary Stern
                                   --------------------------
                                   Name:  Gary Stern
                                   Title: Pres.


                               HARRIS TRUST AND SAVINGS BANK,
                                as the Trustee, Custodian and
                                Backup Servicer


                               By: /s/ E. Kay Liederman
                                   --------------------------
                                   Name:  E. Kay Liederman
                                   Title: VP


                                      81
<PAGE>

                                    EXHIBIT A
                           FORM OF CLASS A CERTIFICATE

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY,
AGREES THAT THIS SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
(1) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT, PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (3) IN RELIANCE ON
ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
SUBJECT TO THE RECEIPT BY THE TRUSTEE AND THE SELLER OF A CERTIFICATION OF THE
TRANSFEROR AND THE TRANSFEREE AND AN OPINION OF COUNSEL (EACH IN FORM AND
SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE SELLER) TO THE EFFECT THAT SUCH
TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. ANY
TRANSFER OF THIS SECURITY MUST COMPLY WITH ANY ADDITIONAL TRANSFER RESTRICTIONS
IN SECTION 6.5 OF THE POOLING AND SERVICING AGREEMENT.

                             ASTA AUTO TRUST 1996-1
              [___]% AUTOMOBILE RECEIVABLE PASS-THROUGH CERTIFICATE
                                     CLASS A

     evidencing a beneficial ownership interest in the Trust, as defined below,
     the property of which includes a pool of retail installment sale contracts
     secured by new and used automobiles and light duty trucks and sold to the
     Trust by ASTA Auto Receivables Company.

     (This Certificate does not represent an interest in or obligation of Asta
     Auto Receivables Company, Asta Funding, Inc., the Trustee or any of their
     respective affiliates, except to the extent described below.)

<PAGE>

CERTIFICATE NUMBER___                                     PPN. _____________


$________________


          THIS CERTIFIES THAT __________ is the registered owner of a __________
dollars nonassessable, fully-paid, beneficial ownership interest in the Asta
Auto Trust 1996-1 (the "Trust") formed by Asta Auto Receivables Company, a
Delaware corporation (the "Seller"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of September 1, 1996 (the "Agreement") among
the Seller, Asta Funding, Inc., as servicer (the "Servicer"), and Harris Trust
and Savings Bank, as trustee (the "Trustee"), back-up servicer (the "Back-up
Servicer") and custodian (the "Custodian"), a summary of certain of the
pertinent provisions of which is set forth below. To the extent not otherwise
defined herein, the capitalized terms used herein have the meanings assigned to
them in the Agreement. This Certificate is one of the duly authorized
Certificates issued in several Classes designated as "Asta Auto Trust 1996-1,
Automobile Receivable Pass-Through Certificates" (herein called the
"Certificates"). This Certificate is issued under and is subject to the terms,
provisions, and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound. The property of the Trust includes (i) all right, title and
interest of the Seller in and to the Receivables listed in Schedule 1 to the
Agreement (the "Receivables") and all monies received thereon on or after the
Cutoff Date and all Liquidation Proceeds received with respect to such
Receivables; (ii) all right, title and interest of the Seller in and to the
security interests in the Financed Vehicles granted by Obligors pursuant to the
Receivables and any other interest of the Seller in the Financed Vehicles,
including, without limitation, the certificates of title with respect to
Financed Vehicles; (iii) all, right, title and interest of the Seller in and to
any proceeds from claims on any Insurance Policies covering the Receivables, the
Financed Vehicles or the Obligors; (iv) all right, title and interest of the
Seller in and to the Purchase Agreement, including a direct right to cause Asta
Funding to purchase Receivables from the Trust under certain circumstances; (v)
all right, title and interest of the Seller in and to refunds of unearned
premiums with respect to any Insurance Policies covering the Receivable, an
Obligor or the Financed Vehicle or his or her obligations with respect to a
Financed Vehicle and any recourse to Dealers for any of the foregoing; (vi) the
Receivables File related to each Receivable; (vii) the Reserve Account, the
Simple Interest Differential Account, the Collection Account, the Lock-Box
Account, the Certificate Account and all monies on deposit therein; and (viii)
the proceeds of any and all of the foregoing, as described in the Agreement.

<PAGE>

          Under the Agreement, there will be distributed on the 20th day of each
month or, if such 20th day is not a Business Day, the next Business Day (the
"Distribution Date"), commencing on October 21, 1996, to the person in whose
name this Certificate is registered at the close of business on the preceding
Record Date (which will be the last business day of the immediately preceding
calendar month, except that the Record Date with respect to the first
Distribution Date will be the Closing Date) such Certificateholder's percentage
interest (determined by dividing the denominations of this Certificate by the
aggregate original denomination of all Certificates of the related Class) in the
amounts distributed to Certificateholders of the related Class pursuant to the
Agreement.

          Distributions on this Certificate will be made by the Trustee by wire
transfer, in immediately available funds to the account of such
Certificateholder at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided to the Trustee
appropriate instructions prior to such Distribution Date and such
Certificateholder's Certificates in the aggregate evidence a denomination of not
less than $1,000,000, or if not, by check mailed to the Certificateholder of
record in the Certificate Register without the presentation or surrender of this
Certificate or the making of any notation hereon. Except as otherwise provided
in the Agreement and notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency maintained for that purpose by the Trustee in the Borough of
Manhattan, The City of New York.

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

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

          It is expressly understood and agreed that (a) this Certificate is
executed and delivered by Harris Trust and Savings Bank not individually or
personally but solely as Trustee of the Trust in the exercise of the powers and
authority conferred and vested in it, (b) the representations, undertakings and
agreements herein made on the part of the Trust are made and intended not as
personal representations, undertakings and agreements by Harris Trust and
Savings Bank, but are made and intended for the purpose of binding only the
Trust, [(c) nothing herein contained shall be construed as creating any
liability on Harris Trust and Savings Bank, individually or personally, to


                                       A-3

<PAGE>

perform any covenant either expressed or implied contained herein, all such
liability, if any, being expressly waived by the Holder of this Certificate and
by any Person claiming by, through or under such Holder,] and (d) under no
circumstances shall Harris Trust and Savings Bank be personally liable for the
payment of any indebtedness or expenses of the Trust or be liable for the breach
or failure of any obligation, representation, warranty or covenant made or
undertaken by the Trust hereunder.


                                       A-4

<PAGE>

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

                                  ASTA AUTO TRUST 1996-1

                                  HARRIS TRUST AND SAVINGS BANK, not in its
                                  individual capacity but solely in its
                                  capacity as Trustee


Dated: ________________           By:_____________________________
                                      Authorized Officer


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


                                  HARRIS TRUST AND SAVINGS BANK, not in its
                                  individual capacity but solely in its
                                  capacity as Trustee



                                  By:_______________________________
                                      Authorized Officer


                                       A-5

<PAGE>

                            (Reverse of Certificate)

          The Certificates do not represent an obligation of, or an interest in,
the Seller, the Servicer, the Trustee or any of their respective affiliates. The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Receivables, certain amounts on deposit in bank
accounts, including the Reserve Account and Simple Interest Differential
Account, all as more specifically set forth in the Agreement. A copy of the
Agreement may be examined during normal business hours at the principal office
of the Seller, and at such other places, if any, designated by the Seller, by
any Certificateholder upon request.

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Seller and the rights of the Certificateholders under the Agreement at any time
by the Seller, the Servicer and the Trustee and with the consent of the Holders
of each Class of Certificates materially affected thereby evidencing not less
than 51% of the Voting Interests of all the affected Certificates. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and on all future Holders of this Certificate and of any Certificate
issued upon the transfer hereof or in exchange hereof or in lieu hereof whether
or not notation of such consent is made upon this Certificate. The Agreement
also permits the amendment thereof, in certain limited circumstances, without
the consent of the Holders of any of the Certificates.

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

          The Certificates are issuable only as registered Certificates without
coupons in minimum denominations of $250,000. As provided in the Agreement and
subject to certain limitations set forth therein, Certificates are exchangeable
for new Certificates of authorized denominations evidencing the same aggregate
denomination, as requested by the Holder surrendering the same. No service
charge will be made for any such registration of transfer or exchange, but the
Trustee may require payment of a sum sufficient to cover any tax or governmental
charges payable in connection therewith.


                                       A-6

<PAGE>

          The Trustee, the Certificate Registrar, and any agent of the Trustee
or the Authenticating Agent may treat the person in whose name this Certificate
is registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar, nor any such agent shall be affected by any notice to the
contrary.

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

          Each Holder of the Certificates, by virtue of the acquisition and
holding thereof, hereby represents and agrees as follows:

          (i) It is a qualified institutional buyer as defined in Rule 144A or
     an institutional accredited investor as defined in Rule 501(a)(1), (2), (3)
     or (7) of Regulation D promulgated under the Securities Act and is
     acquiring the Certificates for its own institutional account or for the
     account of a qualified institutional buyer or an institutional accredited
     investor.

          (ii) It understands that the Certificates have been offered in a
     transaction not involving any public offering within the meaning of the
     Securities Act, and that, if in the future it decides to resell, pledge or
     otherwise transfer any Certificates, such Certificates may be resold,
     pledged or transferred only (a) to a person whom the seller reasonably
     believes is a qualified institutional buyer (as defined in Rule 144A under
     the Securities Act) that purchases for its own account or for the account
     of a qualified institutional buyer to whom notice is given that the resale,
     pledge or transfer is being made in reliance on Rule 144A, (b) pursuant to
     an effective registration statement under the Securities Act or (c) in
     reliance on another exemption under the Securities Act and, in each case,
     in compliance with any applicable State securities laws.

          (iii) If such Holder is (a) an employee benefit or other plan subject
     to the Employee Retirement Income Security Act of 1974, as amended
     ("ERISA"), or Section 4975 of the Code or (b) a person using "plan assets"
     of any such plan to purchase the Certificates, such Holder is an accredited
     investor as defined in Regulation D promulgated under the Securities Act.


                                       A-7

<PAGE>

                                   ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE




_______________________________________________________________________________
(Please print or typewrite name and address, including postal zip code, of
assignee)



_______________________________________________________________________________
the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing



______________________________________________________________________ Attorney
to transfer said Certificate on the books of the Certificate Registrar, with
full power of substitution in the premises.


Dated:
                                                        _________________*



                                                        _________________*



* NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Certificate in every particular, without
alteration, enlargement or any change whatever.


                                       A-8

<PAGE>

                                    EXHIBIT B
                           FORM OF CLASS B CERTIFICATE

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED BELOW).

NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT OR OTHER PLAN
SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED, ("ERISA"), OR SECTION 4975 OF THE CODE,
OR TO ANY PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO ACQUIRE THIS
CERTIFICATE. THE FOREGOING RESTRICTIONS SHALL NOT APPLY TO ACQUISITIONS AND
HOLDING OF CLASS B CERTIFICATES WITH ASSETS OF THE GENERAL ACCOUNT OF AN
INSURANCE COMPANY, TO THE EXTENT PERMITTED UNDER SECTION 401(c) OF ERISA.
PURCHASERS USING INSURANCE COMPANY GENERAL ACCOUNT FUNDS TO PURCHASE CLASS B
CERTIFICATES SHOULD ALSO CONSIDER THE AVAILABILITY OF EXEMPTIVE RELIEF UNDER
SECTION III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 (60 FED. REG. 35925,
JULY 12, 1995) ISSUED BY THE DOL.

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY,
AGREES THAT THIS SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
(1) 50 LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT, PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (3) IN RELIANCE ON
ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
SUBJECT TO THE RECEIPT BY THE TRUSTEE AND THE SELLER OF A CERTIFICATION OF THE
TRANSFEROR AND THE TRANSFEREE AND AN OPINION OF COUNSEL (EACH IN FORM AND
SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE SELLER) TO THE EFFECT THAT SUCH
TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. ANY
TRANSFER OF THIS SECURITY MUST COMPLY WITH ANY ADDITIONAL TRANSFER RESTRICTIONS
IN SECTION 6.5 OF THE POOLING AND SERVICING AGREEMENT.

                             ASTA AUTO TRUST 1996-1
              [___]% AUTOMOBILE RECEIVABLE PASS-THROUGH CERTIFICATE
                                     CLASS B

     evidencing a beneficial ownership interest in the Trust, as defined below,
     the property of which includes a pool of retail installment sale contracts
     secured by new and used

<PAGE>

     automobiles and light duty trucks and sold to the Trust by ASTA Auto
     Receivables Company.

     (This Certificate does riot represent an interest in or obligation of Asta
     Auto Receivables Company, Asta Funding, Inc., the Trustee or any of their
     respective affiliates, except to the extent described below.)

<PAGE>

CERTIFICATE NUMBER _____                                     PPN.______________


$______________


          THIS CERTIFIES THAT __________ is the registered owner of a __________
dollars nonassessable, fully-paid, beneficial ownership interest in the Asta
Auto Trust 1996-1 (the "Trust") formed by Asta Auto Receivables Company, a
Delaware corporation (the "Seller"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of September 1, 1996 (the "Agreement") among
the Seller, Asta Funding, Inc., as servicer (the "Servicer"), and Harris Trust
and Savings Bank, as trustee (the "Trustee"), back-up servicer (the "Back-up
Servicer") and custodian (the "Custodian"), a summary of certain of the
pertinent provisions of which is set forth below. To the extent not otherwise
defined herein, the capitalized terms used herein have the meanings assigned to
them in the Agreement. This Certificate is one of the duly authorized
Certificates issued in several Classes designated as "Asta Auto Trust 1996-1,
Automobile Receivable Pass-Through Certificates" (herein called the
"Certificates"). This Certificate is issued under and is subject to the terms,
provisions, and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound. The property of the Trust includes (i) a pool of motor vehicle
retail installment sale contracts (the "Receivables"), all monies due thereunder
on or after the Cutoff Date, security interests in the vehicles financed
thereby, certain bank accounts and the proceeds thereof, proceeds from claims on
certain insurance policies and certain other rights under the Agreement, all
right, title and interest of the Seller in and to the Purchase Agreement and any
and all proceeds of the foregoing; and (ii) certain bank accounts and the
proceeds thereof, including the Reserve Account and the Simple Interest
Differential Account, as described in the Agreement.

          Under the Agreement, there will be distributed on the 20th day of each
month or, if such 20th day is not a Business Day, the next Business Day (the
"Distribution Date"), commencing on October 21, 1996, to the person in whose
name this Certificate is registered at the close of business on the Record Date
(which will be the last business day of the immediately preceding calendar
month, except that the Record Date with respect to the first Distribution Date
will be the Closing Date) such Certificateholder's percentage interest
(determined by dividing the denominations of this Certificate by the aggregate
original denomination of all Certificates) in the amounts distributed to
Certificateholders pursuant to the Agreement.

          Distributions on this Certificate will be made by the Trustee by wire
transfer, in immediately available funds to the account of such
Certificateholder at a bank or other entity


                                      B-3

<PAGE>

having appropriate facilities therefor, if such Certificateholder shall have
provided to the Trustee appropriate instructions prior to the Record Date for
such Distribution Date and such Certificateholder's Certificates in the
aggregate evidence a denomination of not less than $1,000,000, or if not, by
check mailed to the Certificateholder of record at the address of such Holder
appearing in the Certificate Register without the presentation or surrender of
this Certificate or the making of any notation hereon. Except as otherwise
provided in the Agreement and notwithstanding the above, the final distribution
on this Certificate will be made after due notice by the Trustee to the
Certificateholders of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency specified
in such notice and maintained for that purpose by the Trustee in the Borough of
Manhattan, The City of New York.

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

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

          It is expressly understood and agreed that (a) this Certificate is
executed and delivered by Harris Trust and Savings Bank not individually or
personally but solely as Trustee of the Trust in the exercise of the powers and
authority conferred and vested in it, (b) the representations, undertakings and
agreements herein made on the part of the Trust are made and intended not as
personal representations, undertakings and agreements by Harris Trust and
Savings Bank, but are made and intended for the purpose of binding only the
Trust, [(c) nothing herein contained shall be construed as creating any
liability on Harris Trust and Savings Bank, individually or personally, to
perform any covenant either expressed or implied contained herein, all such
liability, if any, being expressly waived by the Holder of this Certificate and
by any Person claiming by, through or under such Holder,] and (d) under no
circumstances shall Harris Trust and Savings Bank be personally liable for the
payment of any indebtedness or expenses of the Trust or be liable for the breach
or failure of any obligation, representation, warranty or covenant made or
undertaken by the Trust hereunder.


                                       B-4

<PAGE>

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

                                  ASTA AUTO TRUST 1996-1

                                  HARRIS TRUST AND SAVINGS BANK, not in its
                                  individual capacity but solely in its
                                  capacity as Trustee



Dated: ____________               By: ____________________________________
                                      Authorized Officer


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


                                  HARRIS TRUST AND SAVINGS BANK, not in its
                                  individual capacity but solely in its
                                  capacity as Trustee



                                  By: ____________________________________
                                      Authorized Officer


                                       B-5

<PAGE>

                            (Reverse of Certificate)

          The Certificates do not represent an obligation of, or an interest in,
the Seller, the Servicer, the Trustee or any of their respective affiliates. The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Receivables, certain amounts on deposit in bank
accounts, including the Reserve Account and Simple Interest Differential
Account, all as more specifically set forth in the Agreement. A copy of the
Agreement may be examined during normal business hours at the principal office
of the Seller, and at such other places, if any, designated by the Seller, by
any Certificateholder upon request.

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Seller and the rights of the Certificateholders under the Agreement at any time
by the Seller, the Servicer and the Trustee and with the consent of the Holders
of each Class of Certificates materially affected thereby evidencing not less
than 51% of the Voting Interests of all the affected Certificates. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and on all future Holders of this Certificate and of any Certificate
issued upon the transfer hereof or in exchange hereof or in lieu hereof whether
or not notation of such consent is made upon this Certificate. The Agreement
also permits the amendment thereof, in certain limited circumstances, without
the consent of the Holders of any of the Certificates.

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

          The Certificates are issuable only as registered Certificates without
coupons in minimum denominations of $250,000. As provided in the Agreement and
subject to certain limitations set forth therein, Certificates are exchangeable
for new Certificates of authorized denominations evidencing the same aggregate
denomination, as requested by the Holder surrendering the same. No service
charge will be made for any such registration of transfer or exchange, but the
Trustee may require payment of a sum sufficient to cover any tax or governmental
charges payable in connection therewith.


                                       B-6

<PAGE>

          The Trustee, the Certificate Registrar, and any agent of the Trustee
or the Authenticating Agent may treat the person in whose name this Certificate
is registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar, nor any such agent shall be affected by any notice to the
contrary.

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

          Each Holder of the Certificates, by virtue of the acquisition and
holding thereof, hereby represents and agrees as follows:

          (i) It is a qualified institutional buyer as defined in Rule 144A or
     an institutional accredited investor as defined in Rule 501(a)(1), (2), (3)
     or (7) of Regulation D promulgated under the Securities Act and is
     acquiring the Certificates for its own institutional account or for the
     account of a qualified institutional buyer or an institutional accredited
     investor.

          (ii) It understands that the Certificates have been offered in a
     transaction not involving any public offering within the meaning of the
     Securities Act, and that, if in the future it decides to resell, pledge or
     otherwise transfer any Certificates, such Certificates may be resold,
     pledged or transferred only (a) to a person whom the seller reasonably
     believes is a qualified institutional buyer (as defined in Rule 144A under
     the Securities Act) that purchases for its own account or for the account
     of a qualified institutional buyer to whom notice is given that the resale,
     pledge or transfer is being made in reliance on Rule 144A, (b) pursuant to
     an effective registration statement under the Securities Act or (c) in
     reliance on another exemption under the Securities Act and, in each case,
     in compliance with any applicable State securities laws.

          (iii) If such Holder is the general account of an insurance company
     and such Holder is an accredited investor as defined in Regulation D
     promulgated under the Securities Act.


                                       B-7

<PAGE>

                                   ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE



_______________________________________________________________________________
(Please print or typewrite name and address, including postal zip code, of
assignee)



_______________________________________________________________________________
the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing



______________________________________________________________________Attorney
to transfer said Certificate on the books of the Certificate Registrar, with
full power of substitution in the premises.


Dated:
                                                        _________________*



                                                        _________________*


* NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Certificate in every particular, without
alteration, enlargement or any change whatever.


                                       B-8

<PAGE>

                                    EXHIBIT C
                           FORM OF CLASS C CERTIFICATE


THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AND CLASS B CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT (AS
DEFINED BELOW)

NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO AN EMPLOYEE BENEFIT OR OTHER PLAN
SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED, ("ERISA"), OR SECTION 4975 OF THE CODE,
OR TO ANY PERSON WHO IS USING "PLAN ASSETS" OF ANY SUCH PLAN TO ACQUIRE THIS
CERTIFICATE. THE FOREGOING RESTRICTIONS SHALL NOT APPLY TO ACQUISITIONS AND
HOLDING OF CLASS B CERTIFICATES WITH ASSETS OF THE GENERAL ACCOUNT OF AN
INSURANCE COMPANY, TO THE EXTENT PERMITTED UNDER SECTION 401(c) OF ERISA.
PURCHASERS USING INSURANCE COMPANY GENERAL ACCOUNT FUNDS TO PURCHASE CLASS B
CERTIFICATES SHOULD ALSO CONSIDER THE AVAILABILITY OF EXEMPTIVE RELIEF UNDER
SECTION III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 (60 FED. REG. 35925,
JULY 12, 1995) ISSUED BY THE DOL.

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY,
AGREES THAT THIS SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
(1) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT, PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (3) IN RELIANCE ON
ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
SUBJECT TO THE RECEIPT BY THE TRUSTEE AND THE SELLER OF A CERTIFICATION OF THE
TRANSFEROR AND THE TRANSFEREE AND AN OPINION OF COUNSEL (EACH IN FORM AND
SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE SELLER) TO THE EFFECT THAT SUCH
TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. ANY
TRANSFER OF THIS SECURITY MUST COMPLY WITH ANY ADDITIONAL TRANSFER RESTRICTIONS
IN SECTION 6.5 OF THE POOLING AND SERVICING AGREEMENT.

                             ASTA AUTO TRUST 1996-1
              [___]% AUTOMOBILE RECEIVABLE PASS-THROUGH CERTIFICATE
                                     CLASS C

     evidencing a beneficial ownership interest in the Trust, as defined below,
     the property of which includes a pool of retail installment sale contracts
     secured by new and used

<PAGE>

     automobiles and light duty trucks and sold to the Trust by ASTA Auto
     Receivables Company.

     (This Certificate does not represent an interest in or obligation of Asta
     Auto Receivables Company, Asta Funding, Inc., the Trustee or any of their
     respective affiliates, except to the extent described below.)

<PAGE>

CERTIFICATE NUMBER ______                                     PPN.______________

$_____________

          THIS CERTIFIES THAT __________ is the registered owner of a __________
dollars nonassessable, fully-paid, beneficial ownership interest in the Asta
Auto Trust 1996-1 (the "Trust") formed by Asta Auto Receivables Company, a
Delaware corporation (the "Seller"). The Trust was created pursuant to a Pooling
and Servicing Agreement dated as of September 1, 1996 (the "Agreement") among
the Seller, Asta Funding, Inc., as servicer (the "Servicer"), and Harris Trust
and Savings Bank, as trustee (the "Trustee"), back-up servicer (the "Back-up
Servicer") and custodian (the "Custodian"), a summary of certain of the
pertinent provisions of which is set forth below. To the extent not otherwise
defined herein, the capitalized terms used herein have the meanings assigned to
them in the Agreement. This Certificate is one of the duly authorized
Certificates issued in several Classes designated as "Asta Auto Trust 1996-1,
Automobile Receivable Pass-Through Certificates" (herein called the
"Certificates"). This Certificate is issued under and is subject to the terms,
provisions, and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound. The property of the Trust includes (i) a pool of motor vehicle
retail installment sale contracts (the "Receivables"), all monies due thereunder
on or after the Cutoff Date, security interests in the vehicles financed
thereby, certain bank accounts and the proceeds thereof, proceeds from claims on
certain insurance policies and certain other rights under the Agreement, all
right, title and interest of the Seller in and to the Purchase Agreement and any
and all proceeds of the foregoing; and (ii) certain bank accounts and the
proceeds thereof, including the Reserve Account and the Simple Interest
Differential Account, as described in the Agreement.

          Under the Agreement, there will be distributed on the 20th day of each
month or, if such 20th day is not a Business Day, the next Business Day (the
"Distribution Date"), commencing on October 21, 1996, to the person in whose
name this Certificate is registered at the close of business on the Record Date
(which will be the last business day of the immediately preceding calendar
month, except that the Record Date with respect to the first Distribution Date
will be the Closing Date) such Certificateholder's percentage interest
(determined by dividing the denominations of this Certificate by the aggregate
original denomination of all Certificates) in the amounts distributed to
Certificateholders pursuant to the Agreement.

          Distributions on this Certificate will be made by the Trustee by wire
transfer, in immediately available funds to the account of such
Certificateholder at a bank or other entity


                                       C-3

<PAGE>

having appropriate facilities therefor, if such Certificateholder shall have
provided to the Trustee appropriate instructions prior to such Distribution Date
and such Certificateholder's Certificates in the aggregate evidence a
denomination of not less than $1,000,000, or if not, by check mailed to the
Certificateholder of record in the Certificate Register without the presentation
or surrender of this Certificate or the making of any notation hereon. Except as
otherwise provided in the Agreement and notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee of
the pendency of such distribution and only upon presentation and surrender of
this Certificate at the office or agency maintained for that purpose by the
Trustee in the Borough of Manhattan, The City of New York.

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

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

          It is expressly understood and agreed that (a) this Certificate is
executed and delivered by Harris Trust and Savings Bank not individually or
personally but solely as Trustee of the Trust in the exercise of the powers and
authority conferred and vested in it, (b) the representations, undertakings and
agreements herein made on the part of the Trust are made and intended not as
personal representations, undertakings and agreements by Harris Trust and
Savings Bank, but are made and intended for the purpose of binding only the
Trust, [(c) nothing herein contained shall be construed as creating any
liability on Harris Trust and Savings Bank, individually or personally, to
perform any covenant either expressed or implied contained herein, all such
liability, if any, being expressly waived by the Holder of this Certificate and
by any Person claiming by, through or under such Holder,] and (d) under no
circumstances shall Harris Trust and Savings Bank be personally liable for the
payment of any indebtedness or expenses of the Trust or be liable for the breach
or failure of any obligation, representation, warranty or covenant made or
undertaken by the Trust hereunder.


                                       C-4

<PAGE>

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

                                  ASTA AUTO TRUST 1996-1

                                  HARRIS TRUST AND SAVINGS BANK, not in its
                                  individual capacity but solely in its
                                  capacity as Trustee



Dated: ______________             By: ______________________________________
                                      Authorized Officer

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


                                  HARRIS TRUST AND SAVINGS BANK, not in its
                                  individual capacity but solely in its
                                  capacity as Trustee



                                  By: ______________________________________
                                      Authorized Officer


                                      C-5

<PAGE>

                            (Reverse of Certificate)

          The Certificates do not represent an obligation of, or an interest in,
the Seller, the Servicer, the Trustee or any of their respective affiliates. The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Receivables, certain amounts on deposit in bank
accounts, including the Reserve Account and Simple Interest Differential
Account, all as more specifically set forth in the Agreement. A copy of the
Agreement may be examined during normal business hours at the principal office
of the Seller, and at such other places, if any, designated by the Seller, by
any Certificateholder upon request.

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Seller and the rights of the Certificateholders under the Agreement at any time
by the Seller, the Servicer and the Trustee and with the consent of the Holders
of each Class of Certificates materially affected thereby evidencing not less
than 51% of the Voting Interests of all the affected Certificates. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and on all future Holders of this Certificate and of any Certificate
issued upon the transfer hereof or in exchange hereof or in lieu hereof whether
or not notation of such consent is made upon this Certificate. The Agreement
also permits the amendment thereof, in certain limited circumstances, without
the consent of the Holders of any of the Certificates.

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

          The Certificates are issuable only as registered Certificates without
coupons in minimum denominations of $250,000. As provided in the Agreement and
subject to certain limitations set forth therein, Certificates are exchangeable
for new Certificates of authorized denominations evidencing the same aggregate
denomination, as requested by the Holder surrendering the same. No service
charge will be made for any such registration of transfer or exchange, but the
Trustee may require payment of a sum sufficient to cover any tax or governmental
charges payable in connection therewith.


                                       C-6

<PAGE>

          The Trustee, the Certificate Registrar, and any agent of the Trustee
or the Authenticating Agent may treat the person in whose name this Certificate
is registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar, nor any such agent shall be affected by any notice to the
contrary.

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

          Each Holder of the Certificates, by virtue of the acquisition and
holding thereof, hereby represents and agrees as follows:

          (i) It is a qualified institutional buyer as defined in Rule 144A or
     an institutional accredited investor as defined in Rule 501(a)(1), (2), (3)
     or (7) of Regulation D promulgated under the Securities Act and is
     acquiring the Certificates for its own institutional account or for the
     account of a qualified institutional buyer or an institutional accredited
     investor.

          (ii) It understands that the Certificates have been offered in a
     transaction not involving any public offering within the meaning of the
     Securities Act, and that, if in the future it decides to resell, pledge or
     otherwise transfer any Certificates, such Certificates may be resold,
     pledged or transferred only (a) to a person whom the seller reasonably
     believes is a qualified institutional buyer (as defined in Rule 144A under
     the Securities Act) that purchases for its own account or for the account
     of a qualified institutional buyer to whom notice is given that the resale,
     pledge or transfer is being made in reliance on Rule 144A, (b) pursuant to
     an effective registration statement under the Securities Act or (c) in
     reliance on another exemption under the Securities Act and, in each case,
     in compliance with any applicable State securities laws.

          (iii) If such Holder is the general account of an insurance company
     and such Holder is an accredited investor as defined in Regulation D
     promulgated under the Securities Act.


                                      C-7

<PAGE>

                                   ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE



_______________________________________________________________________________
(Please print or typewrite name and address, including postal zip code, of
assignee)



_______________________________________________________________________________
the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing



____________________________________________________________________Attorney
to transfer said Certificate on the books of the Certificate Registrar, with
full power of substitution in the premises.


Dated:
                                                        _________________*



                                                        _________________*


* NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Certificate in every particular, without
alteration, enlargement or any change whatever.


                                       C-8

<PAGE>

                                                                     EXHIBIT D-1

                              Trustee's Certificate
                            pursuant to Section 10.2
                     of the Pooling and Servicing Agreement

          Harris Trust & Savings Bank, as trustee (the "Trustee") of Asta Auto
Trust 1996-1 created pursuant to the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement") dated as of September 1, 1996, among Asta
Auto Receivables Company, as Seller, Asta Funding, Inc. ("Asta Funding"), as
Servicer, and Harris Trust and Savings Bank, the Harris Trust and Savings Bank,
as Trustee, Back-up Servicer and Custodian, does hereby sell, transfer, assign,
and otherwise convey to Asta Funding, without recourse, representation, or
warranty, all of the Trustee's right, title, and interest in and to all of the
Receivables identified in the attached Servicer's Certificate as "Purchased
Receivables," which are to be repurchased by Asta Funding pursuant to Section
3.5 of the Pooling and Servicing Agreement and all security and documents
relating thereto, such assignment being an assignment outright and not for
security. Terms used but not defined herein shall have the meanings set forth in
the Pooling and Servicing Agreement.

          IN WITNESS WHEREOF I have hereunto set my hand this __th day of
__________ __, 199_.


                                      _______________________________________
                                      Name:
                                      Title:

<PAGE>

                                                                     EXHIBIT D-2

                              Trustee's Certificate
                            pursuant to Section 10.2
                     of the Pooling and Servicing Agreement

          Harris Trust and Savings Bank, as trustee (the "Trustee") of Asta Auto
Trust 1996-1 created pursuant to the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), dated as of September 1, 1996, among Asta
Auto Receivables Company, as Seller, Asta Funding, Inc., as Servicer, and Harris
Trust and Savings Bank, as Trustee, Back-up Servicer and Custodian, does hereby
sell, transfer, assign, and otherwise convey to the Servicer, without recourse,
representation, or warranty, all of the Trustee's right, title, and interest in
and to all of the Receivables identified in the attached Servicer's Certificate
as "Purchased Receivables," which are to be purchased by the Servicer pursuant
to Section [4.7 or 11.2], and all security and documents relating thereto, such
assignment being an assignment outright and not for security. Terms used but not
defined herein shall have the meanings set forth in the Pooling and Servicing
Agreement.

          IN WITNESS WHEREOF I have hereunto set my hand this __th day of
____________ __ 199_.


                                      _______________________________________
                                      Name:
                                      Title:

<PAGE>

EXHIBIT E

                 FORM OF MONTHLY CERTIFICATEHOLDER STATEMENT

                             ASTA AUTO TRUST 1996-1

               Automobile Receivable Pass-Through Certificates

                          Class A, Class B and Class C


Distribution Date

Collection Period

          Under the Pooling and Servicing Agreement dated as of September 1,
1996 by and among Asta Auto Receivables Company, Asta Funding, Inc. as Servicer,
and Harris Trust and Savings Bank, as Trustee and Back-up Servicer, the Servicer
is required to prepare, or cause the Backup Servicer to prepare, certain
information each month regarding current distributions to Certificateholders and
the performance of the Trust during the previous month. The information which is
required to be prepared with respect to the Distribution Date and Collection
Period listed above is set forth below. Certain of the information is presented
on the basis of an original principal amount of $[1,000] per Certificate, and
certain other information is presented based upon the aggregate amounts for the
Trust as a whole.


A. Information Regarding the Current Monthly Distribution.

     1. Certificates - General

          (a)  The Available Interest Distribution Amount
               for the Distribution Date set forth above ......  $_____________

          (b)  The Available Principal Distribution Amount
               for the Distribution Date set forth above ......  $_____________

          (c)  The Total Available Distribution Amount for
               the Distribution Date set forth abov ...........  $_____________

     2. Class A Certificates

<PAGE>

          (a)  The aggregate amount of the distribution to
               the Class A Certificateholders on the
               Distribution Date set forth above ..............  $_____________

          (b)  The amount of the distribution set forth in
               paragraph A.2.(a) above in respect of
               interest .......................................  $_____________

          (c)  The amount of the distribution set forth in
               paragraph A.2.(a) above in respect of
               principal ......................................  $_____________

          (d)  The Class A Certificate Balance after giving
               effect to the distributions allocable to
               principal on the Distribution Date set forth
               above ..........................................  $_____________

          (e)  The Class Factor for the Class A Certificates
               for the Distribution Date set forth above ......  $_____________

     3. Class B Certificates

          (a)  The aggregate amount of the distribution to
               the Class B Certificateholders on the
               Distribution Date set forth above ..............  $_____________

          (b)  The amount of the distribution set forth in
               paragraph A.3.(a) above in respect of
               interest .......................................  $_____________

          (c)  The amount of the distribution set forth in
               paragraph A.3.(a) above in respect of
               principal ......................................  $_____________

          (d)  The Class B Certificate Balance after giving
               effect to the distributions allocable to
               principal on the Distribution Date set forth
               above ..........................................  $_____________

          (e)  The Class Factor for the Class B Certificates
               for the Distribution Date set forth above ......  $_____________

     4. Class C Certificates

          (a)  The aggregate amount of the distribution to
               the Class C Certificateholders on the
               Distribution Date set forth above ..............  $_____________


                                       C-2

<PAGE>

          (b)  The amount of the distribution set forth in
               paragraph A.4. (a) above in respect of
               interest .......................................  $_____________

          (c)  The amount of the distribution set forth in
               paragraph A.4. (a) above in respect of
               principal ......................................  $_____________

          (d)  The Class C Certificate Balance after giving
               effect to the distributions allocable to
               principal on the Distribution Date set forth
               above ..........................................  $_____________

          (e)  The Class Factor for the Class C Certificates
               for the Distribution Date set forth above ......  $_____________
                                                        
B. Information Regarding the Performance of the Trust.

     1. Pool Balance and Certificate Balances.

          (a)  The Pool Balance as of the close of business
               on the first day of the preceding Collection
               Period .........................................  $_____________

          (b)  The Pool Balance as of the close of business
               on the last day of the preceding Collection
               Period after giving effect to payments
               allocated to principal on the Distribution
               Date set forth above. ..........................  $_____________

          (c)  The weighted average coupon of the
               Receivables as of the close of business of
               the first day of the preceding Collection
               Period .........................................  $_____________

          (d)  The weighted average coupon of the
               Receivables as of the close of business of
               the last day of the preceding Collection
               Period after giving effect to payments
               allocated to principal on the Distribution
               Date set forth above ...........................  $_____________

          (e)  The weighted average maturity of the
               Receivables as of the close of business of
               the first day of the preceding Collection
               Period .........................................    _____  months


                                       C-3

<PAGE>

          (f)  The weighted average maturity of the
               Receivables as of the close of business of
               the last day of the preceding Collection
               Period after giving effect to payments
               allocated to principal on the Distribution
               Date set forth above ...........................    _____  months

          (g)  The remaining number of the Receivables as of
               the close of business of the first day of the
               preceding Collection Period ....................  _____________

          (h)  The remaining number of the Receivables as of
               the close of business of the last day of the
               preceding Collection Period after giving
               effect to payments allocated to principal on
               the Distribution Date set forth above ..........  _____________

          (i)  The Pool Factor as of the close of business
               of the first day set forth above ...............  _____________

          (j)  The Pool Factor as of the close of business
               of the last day set forth above after giving
               effect to payments allocated to principal on
               the Distribution Date set forth above ..........  _____________

     2. Servicing Fee. Advances and Purchased Receivables:

          (a)  The aggregate amount of the Servicing Fee
               paid to the Servicer with respect to the
               Collection Period set forth above ..............  $_____________

          (b)  The amount of any unpaid Servicing Fee .........  $_____________

          (c)  The change in the amount of any unpaid
               Servicing Fee from the prior Distribution
               Date ...........................................  $_____________

          (d)  The amount of reinvestment income on funds
               held in the Collection Account .................  $_____________

          (e)  The number and aggregate Purchase Amount of
               Receivables that became Purchased Receivables
               during the related Collection Period ...........  $_____________


                                      C-4

<PAGE>

     3. Payment Shortfalls

          (a)  The Class A Interest Carryover Shortfall for
               the Distribution Date set forth above ..........  $_____________

          (b)  The change in the Class A Interest Carryover
               Shortfall from the prior Distribution Date .....  $_____________

          (c)  The Class A Principal Carryover Shortfall for
               the Distribution Date set forth above ..........  $_____________

               The change in the Class A Principal Carryover
               Shortfall from the prior Distribution Date .....  $_____________

          (d)  The Class B Interest Carryover Shortfall for
               the Distribution Date set forth above ..........  $_____________

          (e)  The change in the Class B Interest Carryover
               Shortfall from the prior Distribution Date .....  $_____________

          (f)  The Class B Principal Carryover Shortfall for
               the Distribution Date set forth above ..........  $_____________

               The change in the Class B Principal Carryover
               Shortfall from the prior Distribution Date .....  $_____________

          (g)  The Class C Interest Carryover Shortfall for
               the Distribution Date set forth above ..........  $_____________

          (h)  The change in the Class C Interest Carryover
               Shortfall from the prior Distribution Date .....  $_____________

          (i)  The Class C Principal Carryover Shortfall for
               the Distribution Date set forth above ..........  $_____________

          (j)  The change in the Class C Principal Carryover
               Shortfall from the prior Distribution Date .....  $_____________

     4. Insurance Policies.

          (a)  The amount of claims paid under any Insurance
               Policy during the immediately preceding           $_____________
               Collection Period and on a cumulative basis ....  $_____________


                                       C-5

<PAGE>

          (b)  The number of Receivables as to which a claim
               was filed under the VSI Insurance Policy and      _____________
               the amount of such claims during the              $_____________
               immediately preceding Collection Period and       _____________
               on a cumulative basis ..........................  $_____________

          (c)  The number of claims rejected under the VSI       
               Policy, and the principal balance of the          _____________
               related Receivables1 during the immediately       $_____________
               preceding Collection Period and on a              _____________
               cumulative basis ...............................  $_____________


                                       C-6
<PAGE>

     5. Losses and Delinquencies.

          (a)  The aggregate amount of Realized Losses on        
               the Distribution Date set forth above ..........  $_____________
                                                                 
          (b)  The aggregate amount of Realized Losses on        
               each prior Collection Period ...................  $_____________
                                                                 
          (c)  The change in the aggregate amount of             
               Realized Losses from the prior Distribution       
               Date ...........................................  $_____________
                                                                 
          (d)  The number and the aggregate amount of            
               Receivables for which Obligors are delinquent      _____________
               between 31 and 60 days .........................  $_____________
                                                                 
          (e)  The number and aggregate amount of                
               Receivables for which Obligors are delinquent      _____________
               between 61 and 90 days or more .................  $_____________
                                                                 
          (f)  The number and aggregate amount of                
               Receivables for which Obligors are delinquent      _____________
               91 days or more ................................  $_____________
                                                                 
          (g)  The 60 Day + Delinquency Rate with respect to     _____________%
               the related Collection Period ..................  _____________%
                                                                 
          (h)  The aggregate amount of Net Losses for the        
               immediately preceding Collection Period and       
               its percentage of the Original Principal          $_____________
               Balance of the Receivables .....................  _____________%
                                                                 
          (i)  The aggregate amount of Cram Down Losses that     
               occurred during the immediately preceding         
               Collection Period ..............................  $_____________
                                                                 
          (j)  The amount of Liquidation Proceeds for the        
               immediately preceding Collection Period and       $_____________
               on an aggregate basis ..........................  $_____________
                                                                 
          (k)  The number and principal balance of               
               Receivables as to which the Servicer has          
               repossessed the Financed Vehicle during the       
               immediately preceding Collection Period and       $_____________
               on a cumulative basis ..........................  $_____________
                                                                 
     6. Reserve Account                                          


                                      C-7

<PAGE>

          (a)  The Reserve Account Requirement for the
               Distribution Date set forth above ..............  $_____________
                                                                 
          (b)  The amount on deposit in the Reserve Account      
               on the Distribution Date set forth above,         
               after giving effect to any deposits in or         
               Reserve Account Draws from the Reserve            
               Account on such Distribution Date ..............  $_____________
                                                                 
          (c)  The amount of net investment earnings with        
               respect to the Reserve Account earned during      
               the immediately preceding Collection Period ....  $_____________
                                                                 
          (d)  The amount released from the Reserve Account      
               to the Seller as owner of the funds held          
               therein ........................................  $_____________
                                                                 
          (e)  The aggregate amount of Reserve Account Draws     
               on the Distribution Date set forth above .......  $_____________
                                                                 
          (f)  The application of the Reserve Draws set          Class A $____  
               forth in I.B.7(d) above to the Class A, Class     Class B $____  
               B or Class C Certificateholders ................  Class C $____  

          (g)  The Reserve Account Requirement as of the         
               Distribution Date Set forth above ..............  $_____________
                                                                 
                                                                 
     7. The Simple Interest Differential Account                 
                                                                 
          (a)  The amount on deposit in the Simple Interest      
               Differential Account on the Distribution Date     
               set forth above ................................  $_____________
                                                                 
          (b)  The aggregate amount of Simple Interest           
               Adjustments for the Distribution Date set         
               forth above ....................................  $_____________
                                                                 
          (c)  The aggregate amount withdrawn from the           
               Simple Interest Differential Account for the      
               Distribution Date set forth above ..............  $_____________
                                                                 
                                                                
                                       C-8

<PAGE>

                                                                       EXHIBIT F

             List of Lock-Box, Lock-Box Accounts and Lock-Box Banks

Lock-Box ..........................................        In the Trustee's name

Lock-Box Account ..................................    Account No. 2030000915040

Lock-Box Bank .....................................    First Union National Bank

<PAGE>

                                                                       EXHIBIT G

                     FORM OF INVESTOR REPRESENTATION LETTER

                               September __ , 1996

Asta Auto Receivables Company
210 Sylvan Avenue
Englewood Cliffs, NJ 07632

Harris Trust and Savings Bank
111 West Monroe Street
12th Floor
Chicago, Illinois  60606

          Re: Asta Auto Trust 1996-1, Automobile Receivable
Pass-Through
              Certificates, Class __

Ladies and Gentlemen:

          ___________________ (the "Purchaser") intends to purchase from
Greenwich Capital Markets, Inc. (the "Seller") Asta Auto Trust 1996-1,
Automobile Receivable Pass-Through Certificates, Class __ (the "Certificates")
with an initial certificate principal balance of $__________, issued pursuant to
the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of September 1, 1996 among Asta Auto Receivables Company, as seller
(the "Company"), Asta Funding, Inc., as master servicer, and Harris Trust and
Savings Bank, as trustee (the "Trustee"), custodian and backup servicer. All
terms used herein and not otherwise defined shall have the meanings set forth in
the Pooling and Servicing Agreement. The Purchaser hereby certifies, represents
and warrants to, and covenants with, the Company and the Trustee that:

          (i) it is a qualified institutional buyer as defined in Rule 144A or
     an accredited investor as defined Rule 501(a)(1), (2), (3) or (7) of
     Regulation D promulgated under the Securities Act and is acquiring the
     Certificates for its own institutional account or for the account of not
     more than ____ persons, each of whom is a qualified institutional buyer or
     an institutional accredited investor;

          (ii) it understands that the Certificates have been offered in a
     transaction not involving any public offering within the meaning of the
     Securities Act, and that, if in the future it decides to resell, pledge or
     otherwise transfer any Certificates, such Certificates may be resold,
     pledged or transferred only (A) to a person whom the Seller reasonably
     believes is a qualified institutional buyer (as defined in Rule 144A under
     the Securities Act) that purchases for its own account or for the account
     of a


                                       D-2

<PAGE>

     qualified institutional buyer to whom notice is given that the resale,
     pledge or transfer is being made in reliance on Rule 144A, (B) pursuant to
     an effective registration statement under the Securities Act or (C) in
     reliance on another exemption under the Securities Act and, in each case,
     in compliance with any applicable State securities laws;

          (iii) it understands that the Certificates will bear a legend
     substantially to the following effect:

          THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
     1933, AS AMENDED (THE "SECURITIES ACT") THE HOLDER HEREOF, BY PURCHASING
     THIS SECURITY, AGREES THAT THIS SECURITY MAY BE RESOLD, PLEDGED OR
     OTHERWISE TRANSFERRED ONLY (1) SO LONG AS THIS SECURITY IS ELIGIBLE FOR
     RESALE PURSUANT TO RULE 144A, TO A PERSON WHOM THE SELLER REASONABLY
     BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A
     UNDER THE SECURITIES ACT, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
     OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE,
     PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2)
     PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
     AND ANY APPLICABLE STATE SECURITIES LAWS OR (3) IN RELIANCE ON ANOTHER
     EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
     SUBJECT TO THE RECEIPT BY THE TRUSTEE AND THE SELLER OF A CERTIFICATION OF
     THE TRANSFEROR AND THE TRANSFEREE AND AN OPINION OF COUNSEL (EACH IN FORM
     AND SUBSTANCE SATISFACTORY TO THE TRUSTEE AND THE SELLER) TO THE EFFECT
     THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, IN EACH CASE
     IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
     UNITED STATES. ANY TRANSFER OF THIS SECURITY MUST COMPLY WITH ANY
     ADDITIONAL TRANSFER RESTRICTIONS IN SECTION 6.5 OF THE POOLING AND
     SERVICING AGREEMENT; and

          (iv) [Applicable to Class A Certificates only] if such Holder is (a)
     an employee benefit or other plan subject to the Employee Retirement Income
     Security Act of 1974, as amended ("ERISA") or Section 4975 of the Code (a
     "Plan") or (b) a person using "plan assets" of any Plan to purchase the
     Class A Certificates, such Holder is an accredited investor as defined in
     Regulation D promulgated under the Securities Act.

          (v) [Applicable to Class B Certificates and the Class C Certificates]
     such Holder represents that it is neither a Plan nor purchasing the
     Certificates with "plan assets" of any Plan.

     The Purchaser acknowledges that it has independently conducted an
investigation and evaluation of the merits and risks involved in an investment
in the Certificates and has received


                                       D-3

<PAGE>

such information (whether from the Seller, the Servicer, the transferor from
which it proposes to purchase the Certificates or from any other source) as the
Purchaser has deemed necessary and advisable in order to make its investment
decision. The Purchaser has had any questions arising from such investigation
and evaluation answered by the Seller to the satisfaction of the Purchaser. The
Purchaser is a sophisticated institutional investor, having such knowledge and
experience in financial and business matters generally, and with respect to
asset-backed securities and investments in "sub-prime" automobile loans
specifically, that it is capable of independently evaluating the merits and
risks of investment in the Certificates. In the normal course of its business,
the Purchaser invests in or purchases securities similar to the Certificates.
The Purchaser is aware that it may be required to bear the economic risk of an
investment in the Certificates for an indefinite period of time, and it is able
to bear such risk for an indefinite period of time.

                                        Very truly yours,
                                        [NAME OF PURCHASER]


                                        By:_______________________________

                                        Name:
                                        Title:


                                       D-4

<PAGE>

                                                                       EXHIBIT H

                              Underwriting Criteria

     The underwriting criteria related to Asta Funding's C-Credit Program
include, but are not limited, to the following:

     Income and Employment Criteria

          (i) The applicant must have a verifiable minimum gross income of
          $1,500 per month.

          (ii) The applicant's debt-to-income ratio should not exceed 50% of the
          applicant's gross income.

          (iii) The maximum monthly vehicle payment cannot exceed 20% of the
          applicant's gross income.

          (iv) The applicant must have two years of traceable employment
          immediately preceding the application.

     Credit History Criteria

          (i) Any prior bankruptcy of the applicant must be discharged or
          dismissed and the applicant must not have suffered multiple
          bankruptcies.

          (ii) The applicant must not have been the subject of a repossession
          during the previous twelve months and must not have been the subject
          of multiple repossessions at any time.

          (iii) The applicant must be current in his/her payment of any existing
          vehicle loans.

          (iv) Any applicant that does not have a credit history must have an
          immediate family member with good credit history co-sign the
          application and be liable on the loan.

          (v) The applicant must have exhibited some satisfactory credit
          performance in the past or present.

     Vehicle Criteria and Additional Requirements

          (i) The vehicle cannot be salvaged, reconditioned or have a
          "true-mileage-unknown" title.

          (ii) The vehicle cannot have been used for commercial use, unless such
          vehicle was part of a maintained corporate fleet. Additionally, the
          proposed use of the vehicle cannot be commercial.


                                       D-5

<PAGE>

          (iii) The vehicle must not have major physical damage at the time of
          financing.

          (iv) Vehicles with mileage in excess of 75,000 miles need applicants
          with stronger creditworthiness.

          (v) The applicant must provide a down payment equal to 10% of the
          sales price of the vehicle.

          (vi) The residence of the applicant must be verifiable for the twelve
          months immediately preceding the financing and must be traceable for
          the prior three years. Additionally, the applicant's telephone number
          must be verifiable.

          (vii) The applicant must provide four references, two of which must be
          relatives.

     The underwriting criteria related to Asta Funding's D-Credit Program
include, but are not limited, to the following:

     Income and Employment Criteria

          (i) The applicant must have a verifiable minimum gross income of
          $1,200 per month.

          (ii) The applicant must have verifiable employment or self-employment
          for the year immediately preceding the application.

     Vehicle Criteria and Additional Requirements

          (i) The vehicle cannot be salvaged, reconditioned or have a
          "true-mileage-unknown" title.

          (ii) The vehicle cannot have been used for commercial use, unless such
          vehicle was part of a maintained corporate fleet. Additionally, the
          proposed use of the vehicle cannot be commercial.

          (iii) The vehicle must not have major physical damage at the time of
          financing.

          (iv) The applicant must provide a down payment equal to at least 20%
          of the sales price of the vehicle.

          (v) The residence of the applicant must be verifiable for the twelve
          months immediately preceding the financing. Additionally, the
          applicant's telephone number must be verifiable.

          (vi) The applicant must provide five references, two of which must be
          relatives.


                                       D-6

<PAGE>

                                                                       EXHIBIT I

                              VSI Insurance Policy

                                  See attached


                                       D-7
<PAGE>

                                     [Logo]
                                   FIRST CITY
                           INSURANCE BROKERS LIMITED

                      LENDERS SINGLE INTEREST CERTIFICATE
--------------------------------------------------------------------------------
THIS SCHEDULE ENDORSEMENT OF THE CERTIFICATE
CERTIFICATE NO.:  FG980010V                  PREVIOUS CERTIFICATE NO.: O0980010U

--------------------------------------------------------------------------------
Item 1 Certificate Holder       Named Assured & Address
                                ASTA FUNDING INC
                                210 Sylvan Avenue, Englewood Cliffs, NJ 07632
--------------------------------------------------------------------------------
The undernoted Insurance is effective with certain    Percentage: 100%
UNDERWRITERS AT LLOYD'S, LONDON, ENGLAND              Contract No.: FG005360V499

--------------------------------------------------------------------------------
Item 2 Certificate Period From: 1st September 1996 to 1st September 1997
       12.01 a.m. Standard Time at the Address of the Named Certificate 
       Holders stated herein:

--------------------------------------------------------------------------------
Item 3 a)  Limit of Liability & Rate of Premium Calculation: The limit of 
           Underwriters' liability shall be as stated below and in the 
           certificate conditions.
           Maximum Limit     Type of Loan     Premium Per Loan   Maximum Term of
           of Liability                                          Eligible Loans
           Any One Loan                 
           $ 30,000          Auto             $75 inclusive of   60 Months
                                              Administration Fee
Item 3 b)  Maximum Occurence limit in respect of Coverage D: $30,000
Item 3 c)  Annual Aggregate limit of liability in respect of coverage D
           purchased under this certificate: $500,000
Item 3 d)  Deductible amount applicable each and every loss each and every
           loan: $250

--------------------------------------------------------------------------------
Item 4     The insurance afforded by the Underwriters is only with respect to 
           the following coverages which are specifically indicated as "Covered"
           subject to all terms and conditions of this certificate having 
           reference thereto:
           A.  All Risks Physical Damage Installment Loan
               Insurance .................................  Covered
           B.  Unintentional Non-Filing Insurance ........  Covered
           C.  Skip Insurance ............................  Covered
           D.  Repossession Insurance ....................  Covered

--------------------------------------------------------------------------------
Item 5     WORDING         ECS1/2
           ENDORSEMENTS    NMA 1998 - Service of Suit Clause
                           NMA 1191 - Radioactive Contamination Exclusion
                                      Clause, Physical Damage Direct
                           NMA 464 - War and Civil War Exclusion Clause
                           Assumption of Coverage Endorsement: S1 (amended)
                           Loss Payable Clause naming Harris Trust - as attached

--------------------------------------------------------------------------------
Item 6     (i)   PREMIUM COMPUTATION - DEPOSIT PREMIUM: $ NIL
           (ii)  AUDIT PERIOD: MONTHLY
           (iii) MINIMUM MONTHLY PREMIUM: $375

--------------------------------------------------------------------------------
Item 7     Service of suit may be made upon: Kroll & Tract, 500 Fifth Avenue,
           New York, NY 10110

--------------------------------------------------------------------------------
Item 8     Notice of Loss shall be given to:  Attn: Steve Travers
                                                    ECS Industries, Inc.
                                                    111 Lake Avenue
                                                    Rochester, NY 14608
                                                    Tel: (716) 621 6424
                                                    Fax: (716) 546 4227

--------------------------------------------------------------------------------
SUBJECT TO ALL TERMS AND CONDITIONS AS PER THE ATTACHED CERTIFICATE
This document is evidence that insurance has been effected.
Date 24th September 1996                Authorized Signature /s/ [Illegible]

<PAGE>

                   VENDORS CONSUMER, SINGLE INTEREST INSURANCE


IN CONSIDERATION for the payment of the premium and, in reliance upon the
statements made in the written application, a copy of which is annexed hereto
and incorporated herein and in the Schedule made a part hereof, and subject to
all of the terms of this certificate, the Underwriters agree with the Assured as
follows:

                                INSURING CLAUSES

COVERAGE A - All Risk Physical Damage Installment Loan Insurance - To indemnify
the Assured against all risks of physical loss or damage sustained during the
term of this certificate from all external cause to Vehicles, except as
hereinafter excluded, pledged to the Assured as collateral for an installment or
deferred payment loan under an Instrument that is reflected on a Monthly Report;

but only in the event that the Assured shall have in good faith and in the usual
course of business taken, received, made advances on, made loans against, or
extended credit upon such Instrument as security for a loan to a customer of the
Assured.

COVERAGE B - Unintentional Non-filing Insurance - To indemnify the Assured
against any direct loss which the Assured may sustain during the term of this
certificate by reason of having in good faith, and in the usual course of
business, taken, received, made advances on, made loans against or extended
credit upon an Instrument (reflected on a Monthly Report) pledging Vehicle,
except as hereinafter excluded, to the Assured as security for a loan to a
customer of the Assured, or purchased such Instrument from a customer of the
Assured, but only in so far as the Assured is damaged solely through being
prevented from enforcing its rights under such Instrument or obtaining the
proceeds thereof SOLELY because the Assured has UNINTENTIONALLY not recorded or
filed the Instrument with the proper public officer or public claims office, or
has not had the proper public officer or public claims office record such
Instrument to show the encumbrance of the Assured thereon (if the Instrument be
a certificate of title or such other as requires the showing of the encumbrance
of the Assured thereon); PROVIDED FURTHER, HOWEVER, that it is expressly
understood that the failure of the Assured to file a proof of claim in the
United States Bankruptcy Court, whether intentional or unintentional, is not
covered.

COVERAGE C - Skip Insurance - To indemnify the Assured for any direct loss that
the Assured may sustain during the term of this certificate by reason of the
inability of the Assured to locate neither the borrower, nor any co-borrower or
guarantor, nor Vehicle which the Assured holds as collateral for an installment
or deferred payment loan under an Instrument reflected on a Monthly Report,
whether such inability is occasioned by Skip;

but only in the event that the Assured shall have in good faith and in the usual
course of business taken, received, made advances on, made loans against, or
extended credit upon such Instrument as security for a loan to a customer of the
Assured, or purchased such Instrument from a customer of the Assured.

COVERAGE D - Repossession Insurance - To indemnify the Assured, subject to the
per Occurrence limit stated in the Schedule for this coverage, against all risks
of physical loss or damage sustained during the term of this certificate from
any external cause to Repossessed Vehicles that occurs within thirty (30) days
of the date of the Assured repossessing such Vehicles.

                                                                   Continued....

<PAGE>

Continued....

NOTE IN RESPECT OF ALL COVERAGES - Unless otherwise provided for herein, an
Instrument executed before natural expiry or other termination of this
certificate shall be automatically deemed identified in a Monthly report for a
period not to exceed thirty-one (31) days after execution, if any only if, the
Assured actually accounts for such loans on the Monthly Report that corresponds
to the month in which the Assured first makes such loan.

                                   DEFINITIONS

For the purpose of this insurance, the following terms wherever used herein
shall be held to mean:

(a)  ACTUAL CASH VALUE - "Actual Cash Value" means the average trade-in (NADA
     book) at time of loss of the collateral, less the salvage value, if any.

(b)  ASSURED - "Assured" means the Assured named in the Declarations and shall
     be a lending institution organised, licensed and empowered to engage in
     business by a Federal or State agency having jurisdiction thereof.

(c)  DATE OF LOSS - The "Date of Loss" under Coverage A, except as to
     Unrecovered Theft, shall mean the date on which the actual physical loss or
     damage occurred to the collateral insured hereunder. If such date is
     undeterminable, the "Date of Loss" shall be the date the Vehicle is
     repossessed. "Undeterminable" means reasonably undeterminable by
     investigation of the condition of the collateral at the time it was stored
     or towed, it being expressly understood that where the collateral was
     damaged when towed or stored, it shall be conclusively presumed that the
     damage or loss occurred on the date so stored or towed. The Date of Loss
     under Coverage A as to Unrecovered Theft shall be the date that the
     appropriation of the Vehicle is first reported to law enforcement
     authorities.

     The "Date of Loss" under Coverage B shall mean the date on which (without
     subsequent repeal) the adverse party filed its lien on collateral insured
     hereunder, which lien is legally superior to that of the Assured.

     The "Date of Loss" under Coverage C shall mean the date on which the first
     delinquency occurs.

     The "Date of Loss" under Coverage D shall mean the date in which the actual
     physical loss or damage occurred to the Repossessed Vehicle.

(d)  INSTRUMENT - The word "Instrument" means: a chattel mortgage; a security
     agreement; a conditional bill of sale; a conditional sales contract; a
     chattel trust deed; a trust deed; a trust receipt; a deed of trust or a
     bill of sale to secure debt; or a lease creating or reserving a lien in
     chattels which are held as collateral for a loan that is reflected on a
     Monthly Report made by the Assured and scheduled for payment which does not
     exceed the number of months shown in Item 3 of the Schedule as "maximum
     term of loan."

                                                                   Continued....

<PAGE>

Continued....

(e)  MONTHLY REPORT - "Monthly Report" means a report completed and signed by
     the Assured and made part hereof, as required by Condition No. 30 of this
     certificate.

(f)  OCCURRENCE - "Occurrence" means an accident, including repeated or
     continuous exposure to the same generally harmful conditions.

(g)  REPOSSESSED VEHICLES - "Repossessed Vehicles" means any "Vehicle" pledged
     as collateral for an installment or deferred payment loan under an
     Instrument reflected on a Monthly Report and as to which the Assured is in
     physical possession, peacefully or through legal process, by virtue of a
     legal right to such possession arising out of failure to make payment(s) to
     the Assured in accordance with the terms of such Instrument;

     but only in the event that the Assured shall have in good faith and in the
     usual course of business taken, received, made advances on, made loans
     against, or extended credit upon such Instrument as security for a loan to
     a customer of the Assured, or purchase such Instrument from a customer of
     the Assured.

(h)  UNRECOVERED THEFT - "Unrecovered Theft means appropriation of the Vehicle
     without permission of the purchaser or borrower which appropriation has
     been reported to law enforcement authorities. The term Unrecovered Theft
     shall not apply until the covered Vehicle is unlocated for a period of
     thirty (30) days following the report of its appropriation to law
     enforcement authorities.

(i)  VEHICLE - "Vehicle" means: a four wheeled land motor vehicle of the private
     passenger type, including walk-in type vans, and pick-up trucks with a load
     capacity of no more than 2,000 pounds, which have been licensed for road
     use through the motor vehicle commissioner or through the appropriate
     licensing authority of a State or possession of the United States.
     "Vehicle" does not include Recreational Vehicles, Mobile Homes, or
     Watercraft.

                                   EXCLUSIONS

This insurance shall not indemnify the Assured in respect of any loss or losses:

(a)  resulting from Instruments effected and losses occurring prior to the
     effective date of this certificate;

(b)  resulting directly or indirectly from any dishonest, fraudulent or criminal
     act of any officer or employee of the Assured or of any dealer from whom
     the Assured acquired the Instrument or of any officer or employee of such
     dealer, or anyone acting in any capacity as agent for the Assured in
     obtaining a loan;

(c)  resulting from forgery or use of an alias;

                                                                   Continued....

<PAGE>

Continued....

(d)  resulting from any lien, encumbrance or defect in title, which existed at
     the time the loan was made by the Assured;

(e)  under Coverage A and Coverage D caused by or resulting from wear and tear,
     gradual deterioration, obsolescence, rust, corrosion, latent defect,
     inherent vice, freezing or overheating;

(f)  under Coverage A and Coverage D caused by or resulting from any repairing
     or restoration or remodeling process, structural, mechanical or electrical
     breakdown or failure unless fire or other accident ensued therefrom and
     then for the loss or damage by such fire or accident;

(g)  to any Vehicle held as collateral under any floor plan or field warehouse
     type of financing;

(h)  to a Vehicle designed for racing or modified for use a public livery
     vehicle;

(i)  resulting from the failure of the Assured to initiate an attempt to
     repossess the security (collateral) within ninety (90) days after the
     account becomes delinquent;

(j)  under Coverages A, B and C, related to any existing or future loan or loans
     made to a borrower who is or who was responsible for a claim under such
     coverages being reported to Underwriters or their agent whether or not the
     claim reported was paid;

(k)  directly or indirectly caused by or resulting from war, acts of foreign
     enemies, invasion, hostilities (whether war be declared or not), civil war,
     rebellion, revolution, riot, insurrection, military or usurped power or
     martial law or confiscation by order of any Government or public authority
     (except to the extent that Coverage C is provided and is so indicated in
     the schedule) and risks of transported contraband or illegal transportation
     or trade;

(l)  resulting from any loan made to a dealership;

(m)  to Repossessed Vehicles owned by the Assured for use in its business;

(n)  to Repossessed Vehicles rented or leased to others;

(o)  to Repossessed Vehicles sold by the Assured subject to any security
     interest of the Assured;

(p)  Resulting from any loan made for an amount more than the maximum stated
     liability on the certificate. The original amount disbursed as loan
     proceeds are used to determine to total loan. Interest, credit life,
     miscellaneous fees and charges are not to be counted in the total;

                                                                   Continued....

<PAGE>

Continued....

(q)  Resulting from any loan made for an amount more than the retail value of
     the insured Vehicle but in no event more than the amount stated in the
     applicable contract of sale for the Vehicle at the time of the making of
     the loan agreement. The original amount disbursed as loan proceeds are used
     to determine the total loan. Interest, credit life, miscellaneous fees and
     charges are not to be counted in the total;

(r)  Resulting from any loan made exceeding the maximum term stated in the
     certificate;

(s)  Resulting from any loan made for which satisfaction is by its terms to be
     made with a single payment;

                                   CONDITIONS

(Unless otherwise noted, these conditions apply to all coverages).

1)   CERTIFICATE PERIOD, TERRITORY

     This certificate applies only to loss during the certificate period, as
     shown on the Schedule or as otherwise amended, within the United states of
     America, its territories or possessions, or Canada.

2)   NOTICE OF LOSS

     The Assured shall as soon as practicable report to Underwriters every loss
     or damage which may become a claim under this certificate and shall also
     file with Underwriters within the number of days after the Date of Loss as
     herein noted for coverages as follows, a detailed sworn proof of loss:

     (a)  For Coverages A, B and D ninety (90) days; and

     (b)  For Coverages C, one hundred and eighty (180) days; after the Date of
          Loss for each of the above coverages; and

3)   PROOF OF LOSS

     At time of loss to at vehicle subject to this security agreement, the
     borrower must provide proof of inforce insurance showing the Assured as
     loss payee. Failure to provide such insurance is a violation of the
     conditions of this policy and would void the coverage for said claim. A
     binder does not constitute inforce coverage.

4)   EXAMINATION UNDER OATH

     The Assured shall submit, and so far as is within his, her, or their power,
     shall cause all other persons interested in the Vehicle insured and members
     of the household and employees to submit examinations under oath by any
     persons

                                                                   Continued....

<PAGE>

Continued....

     named by Underwriters or their agent, relative to any and all matters in
     connection with a claim and subscribe the same; and shall produce for
     examination all books of Account, bills, invoices, and other vouchers or
     certified copies thereof if originals be lost, at such reasonable time and
     place as may be designated by Underwriters or their agent or their
     representative, and shall permit extracts and copies thereof to be made.

5)   VALUATION

     Unless otherwise provided, Underwriters shall not be liable beyond the
     Actual Cash Value of the Vehicle at the time any loss or damage occurs and
     the loss or damage shall be ascertained or estimated according to such
     Actual Cash Value with proper deduction for depreciation, however caused,
     and shall in no event exceed what it would then cost to repair or replace
     the same with material of like, kind and quality.

6)   SETTLEMENT OF CLAIMS

     All adjusted claims shall be paid or made good to the Assured no later than
     ninety (90) days after presentation and acceptance of satisfactory proof of
     interest and loss at the office of Underwriters or their agent.  No claim
     shall be paid hereunder if the Assured can collect the same from others,
     including but not limited to, primary or other insurance, co-makers,
     guarantors or other collaterals, nor unless the Assured shall have fully
     complied with all terms and conditions hereof.

7)   NO BENEFIT TO BAILEE

     This insurance shall in no way inure directly or indirectly to the benefit
     of any carrier, bailee, borrower or any person or entity other than the
     Assured.

8)   SUBROGATION

     In the event of any payment under this certificate, Underwriters shall be
     subrogated to all the Assured's rights of recovery therefore against any
     person or organisation and the Assured shall execute and deliver
     instruments and papers and do whatever else is necessary to secure such
     rights. The Assured shall do nothing after loss to prejudice such rights.

9)   PARTS

     In case of 1oss or injury to any part of the insured Vehicle consisting,
     when complete for sale or use, of several parts, Underwriters shall be
     liable only for the insured value of the part lost or damaged.

10)  SUE AND LABOR

     In case of loss or damage, it shall be lawful and necessary for the
     Assured, his, her or their factors, servants and assigns, to sue, labor,
     and travel for, in and about the defense, safe guard and recovery of the
     Vehicle insured hereunder, or any part

                                                                   Continued....

<PAGE>

Continued....

     thereof and to collect from others, whether by lawsuit or otherwise,
     including without limitation actions for non-discharge in Bankruptcy
     Proceeding without prejudice to this insurance; nor shall the acts of the
     Assured or the Underwriters, in recovering, saving and preserving the
     Vehicle insured in case of loss or damage, be considered a waiver or
     acceptance of abandonment to the charge whereof the Underwriters will
     contribute according to the rate and the quality of the sum herein insured.

11)  SUIT AGAINST COMPANY

     No suit, action or proceeding for the recovery of any claim under this
     certificate shall be sustainable in any Court of law or equity unless the
     same be commenced within twelve (12) months next after the discovery of the
     Assured of the occurrence which gives rise to the claim. Provided, however,
     that if by the laws of the State within which this certificate is issued
     such limitation is invalid, than any such claim(s) shall be void unless
     such action, suit or proceedings be commenced within the shortest limit of
     time permitted by the laws of such State to be fixed herein.

12)  APPRAISAL

     If the Assured and Underwriters or their agent fail to agree as to the
     amount of the loss, each shall, on the written demand of either, made
     within sixty (60) days after receipt of proof of loss by the Underwriters,
     select a competent and disinterested appraiser, and the appraisal shall be
     made at a reasonable time and place. The appraisers shall first select a
     competent and disinterested umpire and, failing for fifteen (15) days to
     agree upon such umpire, then on the request of the Assured or Underwriters
     such umpire shall be selected by a judge of a court of records in the State
     in which such appraisal is pending.

     The appraisers shall then appraise the loss, stating separately Actual Cash
     Value at the time of loss and the amount of loss, and failing to agree
     shall submit their differences to the umpire. An award in writing of any
     two shall determine the amount of loss. The Assured and the Underwriters
     shall bear equally the other expenses of the appraisal and the umpire. The
     Underwriters shall not be held to have waived any of their rights by any
     act relating to appraisal.

13)  CONFIRMITY TO STATUTE

     Terms of this certificate which are in conflict with the statutes of the
     State wherein this certificate is issued are hereby amended to conform to
     such statutes.

14)  CHANGES

     Notice to any agent or knowledge possessed by any agent or by any other
     person shall not affect a waiver or change in any part of this certificate
     to stop the Underwriters from asserting any right under the terms of this
     certificate, nor shall the terms of this certificate be waived or changed,
     except by endorsement issued to form a part of this certificate.

                                                                   Continued....

<PAGE>

Continued....

15)  DECLARATIONS

     By acceptance of this certificate, the Assured named in the Schedule agrees
     that the statements made in the proposal are his or her agreements and
     representations, that this certificate is issued in reliance upon the truth
     of such representations and this certificate, together with any
     application(s) or representations in connection therewith, embodies all
     agreements existing between himself or herself and Underwriters or any of
     their agents relating to this insurance.

16)  PRIMARY INSURANCE - COVERAGE A

     It is understood and agreed that the Assured will require all borrowers to
     agree to carry physical damage insurance with loss payable clause in favor
     of the Assured, for such insurance and in such amounts as normally would be
     required had not this insurance been effected. This agreement must be in
     writing and will require the following information from the borrower:

     (1) The name of the primary insurance company providing physical damage
     insurance to the borrower, with loss payable clause in favor of the
     insured, and (2) The policy or binder number of said primary physical
     damage insurance, and (3) The name of the insurance agent writing said
     primary physical damage insurance. Failure on the part of the borrower to
     provide such insurance over three thousand dollars (US$3,000) shall not be
     deemed a violation of this certificate provided the Assured has obtained
     this agreement from the borrower to carry insurance and that all reasonable
     and practicable efforts have been made to verify the information provided
     as to the above-enumerated elements of the required written agreement(s)
     which efforts are memorialised in writing(s) signed and dated by the
     Assured and maintained as part of the Assured's file(s) on the relevant
     borrower, Vehicle and Instrument

17)  IMPAIRMENT OF INTEREST

     Under no circumstances will any payment be made for a loss under this
     certificate unless the interest of the Assured is impaired by reason of the
     borrower having defaulted in his obligation to the Assured.

18)  LOCATION OF PROPERTY - COVERAGE A

     As respects damage, it shall be necessary for the Assured to locate and to
     take title to the collateral or be in a position to convey good title to
     the Underwriters upon demand, before any loss shall be paid under this
     coverage. Except as to Unrecovered Theft, it is a strict condition
     precedent to recovery under this coverage that the collateral shall have
     been repossessed.

19)  LOCATION OF PROPERTY - COVERAGE B

     There shall be no liability under this certificate unless at the time the
     claim is made the Vehicle represented by the Instrument has been located by
     the Assured or by

                                                                   Continued....

<PAGE>

Continued....

     the person, persons or corporation who has title to the Vehicle has been
     located by the Assured and it definitely has been determined that such
     person, persons or corporation has claim or title lawfully superior to the
     lien held by the Insured. The Underwriters shall not be liable for the
     expenses of the Assured in locating the person or Vehicle determining the
     status of title described above.

20)  LOCATION OF PROPERTY - COVERAGE C - LOSSES ONLY

     Before the Assured shall make claim under this certificate, every
     reasonable and practicable effort shall be made to locate the Vehicle
     represented by the Instrument and to repossess such Vehicle, and to locate
     the borrower, co-borrower or guarantor of the Instrument, and collect for
     the balance due to the Assured. If the Assured is successful in either
     event, there shall be no claim under this certificate.

     When the Assured determines that a "SKIP" has occurred within the meaning
     of this certificate, as distinguished from a borrower who is merely
     delinquent in his or her obligation to the Assured, prompt written notice
     shall be given to the Underwriters or their agents setting forth all
     circumstances concerning the loss and particularly the efforts that have
     been made pursuant to the paragraph above. The Underwriters shall then have
     ninety (90) days in which to locate either the Vehicle represented by the
     Instrument or any obligee of the Instrument.

     Subject to the terms of the paragraph immediately following this one, if
     the Underwriters locate the Vehicle represented by the Instrument prior to
     payment of the claim, their maximum liability shall be 100% of the
     reasonable expense of locating and returning the Vehicle to the office of
     the Assured, subject however to a maximum limit of liability to the
     Underwriters of US$ 300.00.

     In the event that Underwriters locate such Vehicle and advise the Assured
     of its location in order that the Assured repossess same, the Assured shall
     make every reasonable and practicable effort to immediately, but in no
     event more than forty eight (48) hours after such notice, repossess such
     Vehicle.

21)  LOCATION OF VEHICLE - COVERAGE D

     As respects damage, it shall be necessary for the Assured to take title to
     the collateral or be in a position to convey good title to Underwriters
     upon demand, before any loss shall be paid under this coverage.

22)  VEHICLES HELD AS COLLATERAL

     With regard to Vehicles held as collateral for loans, it is agreed that:

     (a)  The Assured will hold the certificate of title with its record until
          the loan has been satisfied;

                                                                   Continued....

<PAGE>

Continued....

     (b)  The Assured will property file or record its lien with the motor
          vehicle commissioner or with the appropriate authority of a state or
          possession of the United States, except if Coverage B is purchased and
          is applicable to any unintentional error or omission in filing a lien
          with the motor vehicle commissioner or appropriate authority of a
          state or possession of the United States.

23)  LIMITS OF LIABILITY

     The Underwriters shall not be liable under this certificate for:

     A)   An amount exceeding the lowest of the following minus the deductible
          amount stated in Item 3 d) of the Schedule:

          (1)  The amount stated in Item 3 of the Schedule; or

          (2)  Cost of repair or replacement of the Vehicle; or

          (3)  The Actual Cash Value of the Vehicle at time of loss or damage;
               or

          (4)  The amount of any impairment of the interest of the Assured as
               represented by his borrower's unpaid balance not more than ninety
               (90) days past due less interest, insurance, finance, and other
               carrying charges, computed as of the Date of Loss. Such carrying
               charges shall be deemed to accrue under the Rule of "78's" on the
               payment dates fixed by the purchase contract or loan agreement
               and shall not include penalties or other charges which may have
               been added to such unpaid balance after the inception date of the
               purchase contract or other instrument

     B)   More than the balance due the Assured as loss payee less the amount
          due under all other valid insurance plus any applicable deductible
          amount on the damaged or destroyed Vehicle, whether collectable or
          not, by solvent or insolvent insurers; also less any amount
          recoverable by the Assured plus any applicable deductible under any
          specific insurance on the Vehicle not payable to the Assured.

     C)   The deductible amount stated in Item 3 d) of the Schedule, which loss
          amount shall be borne by the Named Assured before Underwriters shall
          have any liability under this certificate.

24)  PAYMENT OF LOSS

     The Underwriters shall have the option of paying the loss in money or may
     repair or replace the collateral or damaged part therof with other of like,
     kind and quality,

                                                                   Continued....

<PAGE>

Continued....

     with deduction for depreciation, or may return any stolen Vehicle with
     payment for any resultant damage thereto at any time before the loss is
     paid or the Vehicle is replaced, or may take all or such part of the
     collateral at the agreed or appraised value, but there shall be no
     abandonment to Underwriters.

25)  EXCESS INSURANCE

     Coverage under this certificate is excess insurance over any other
     insurance or indemnity whether collectable or not and shall not be treated
     as contributing with any other insurance or indemnity.

26)  ASSISTANCE AND CO-OPERATION OF THE ASSURED

     The Assured shall use due diligence and do and concur in doing all things
     reasonable and practicable to avoid or diminish any loss covered under this
     insurance; unintentional failure to record or file an Instrument with the
     proper public officer or public office, as a requisite to perfection of a
     security interest, shall not be considered as failure by the Assured to use
     due diligence; failure to timely file a proof of claim with the United
     States Bankruptcy Court shall be deemed a failure by the Assured to use due
     diligence.

27)  EXTENSION OF MATURITY

     The Assured may grant extensions of maturity without the consent of
     Underwriters as it may be deemed advisable in the regular course of
     business, without prejudice to the rights of the Assured hereunder, but in
     no event shall the total period of the loan including extensions, exceed
     the applicable Maximum Term of Eligible Loans as set forth in Item 3(a) of
     the Schedule by not more than two (2) calendar months in all, provided that
     this limitation shall apply to any extension which involves any increase in
     the balance due before interest and carrying charges, it being agreed that
     such extension shall be considered a new loan and that premium thereon
     shall be paid accordingly.

     It is further agreed that, if a loan made prior to the effective date of
     the certificate shall be renegotiated subsequent thereto, such renegotiated
     loan shall be considered to be a new loan and premium thereon shall be paid
     accordingly.

28)  SETTLEMENT OF ASSURED, INVALID

     Any settlement made by or for the Assured on any loan secured by an
     Instrument in respect of which there is a claim under this insurance
     without written authority from the Underwriters or their representatives to
     make such settlement, shall render this insurance void as to any loss in
     respect of that loan.

     Underwriters expressly reserve the right to inspect any Vehicle prior to
     the Assured effecting repair or replacement for which claim is made or is
     to be made under Coverage A or Coverage D of this certificate.

                                                                   Continued....

<PAGE>

Continued....

29)  CANCELLATION CLAUSE

     This certificate may be cancelled by the Assured by surrender of the
     certificate to the Underwriters or their authorised agent or by mailing
     written notice to the Underwriters stating therein the date cancellation
     shall be effected, provided, however, that the Underwriters have not made a
     prior election in writing to cancel the coverage. This certificate may be
     cancelled by the Underwriters or their agent by mailing, to the Assured at
     the address shown in the certificate written notice stating when not less
     than thirty (30) days thereafter (or as required by local law) such
     cancellation shall be effective; provided that, if the Assured fails to
     discharge any of its obligations when due in connection with the payment of
     premium directly to the Underwriters or their agent or indirectly under any
     premium finance plan or extension of credit, this certificate may be
     cancelled by the Underwriters by mailing to such Assured written notice
     stating when not less than ten (10) days thereafter such cancellation shall
     be effective.

     In the event of cancellation, the premium paid shall be fully earned. As of
     the effective date of cancellation the company shall have no future
     liability for losses sustained after the date of cancellation.

30)  MAINTENANCE OF RECORDS, REPORTS AND PREMIUM

     As a condition precedent to coverage afforded hereunder, the Assured agrees
     to maintain written records of all transactions involving Instruments
     having collateral of a type covered herein as normally processed,
     purchased, or made by the Assured.

     The Assured shall render to Underwriters or their authorised
     representatives, on forms provided by Underwriters, a Monthly Report
     indicating transactions required for determination of premiums not later
     than the fifteenth (15th) day of the month following the close of each
     audit period as specified in the Schedule. On this day, the premium is due
     and payable.

     Coverage is renewed each month with the reporting of all eligible loans and
     payment of premiums. A minimum of five loans or an equivalent amount must
     be reported each month to keep the insurance inforce on reported loans.

     Premium for this certificate shall be computed in accordance with
     Underwriters' rules, rates and rating plans applicable to the insurance
     afforded herein.

     PREMIUM IS DEEMED FULLY EARNED ON THE DATE THAT IT IS DUE AND PAYABLE.

31)  AUDIT AND INSPECTION

     As a condition to coverage afforded hereunder, the Assured agrees to allow
     Underwriters or their representatives to audit and inspect the records
     maintained by the Assured at any reasonable time during business hours in
     order to verify the

                                                                   Continued....

<PAGE>

Continued....

     amount of premium due to Underwriters under this insurance and/or to verify
     the identity of any loan, Instrument or Vehicle that is reflected in a
     Monthly Report.

32)  MISREPRESENTATION AND FRAUD

     This certificate shall be void from inception if the Assured has concealed
     or is represented any material fact or circumstance concerning this
     insurance or the subject thereof or in case of any fraud. attempted fraud
     or false swearing by the Assured touching any matter relating to this
     insurance or the subject thereof, whether before or after a loss.

33)  PAIR OR SET

     In the event of any loss to any articles which are a part of a pair or set,
     the measure of loss of such article or articles shall be a reasonable and
     fair proportion of the total value of pair or set, giving consideration to
     the importance of said article or articles, but in no event shall such loss
     be construed to mean total loss of the pair or set.

34)  SERVICE OF SUIT

     It is agreed that in the event of the failure of the Underwriters hereon to
     pay any amount claims to be due hereunder, the Underwriters hereon, at the
     request of the Assured (or Reinsured), will submit to the jurisdiction of a
     Court of competent jurisdiction within the United States. Nothing in this
     Clause constitutes or should be understood to constitute a waiver of
     Underwriters' rights to commence an action in any Court of competent
     jurisdiction in the United States, to remove an action to a United States
     District Court, or to seek a transfer of a case to another Court as
     permitted by the laws of the United States or of any State in the United
     States. It is further agreed that service of process in such suit may be
     made upon the firm shown under item 7 of the Schedule and that in any suit
     instituted against any one of them upon this contract, Underwriters will
     abide by the final decision of such Court or of any Appellate Court in the
     event of an appeal.

     The above-named are authorised and directed to accept service of process on
     behalf of Underwriters in any such suit and/or upon the request of the
     Assured (or Reinsured) to give a written undertaking to the Assured (or
     Reinsured) and that they will enter a general appearance upon Underwriters'
     behalf in the event such a suit shall be instituted.

     Further, pursuant to any statue of any state, territory or district of the
     United States which makes provision therefor, Underwriters hereon hereby
     designate the Superintendent, Commissioner or Director of Insurance or
     other officer specified for that purpose in the statue, or his successor or
     successors in office, as their true and lawful attorney upon whom may be
     served any lawful process in any action, suit or proceeding instituted by
     or on behalf of the Assured (or Reinsured) or any beneficiary hereunder
     arising out of this contract of insurance (or reinsurance), and hereby
     designate the above-named as the person to whom the said officer is
     authorised to mail such process or a true copy thereof.

<PAGE>

                                  ENDORSEMENT

                        SERVICE OF SUIT CLAUSE (U.S.A.)

It is agreed that in the event of failure of the Underwriters hereon to pay any
amount claimed to be due hereunder, the Underwriters hereon, at the request of
the Insured (or the reinsured), will submit to the jurisdiction of a Court of
competent jurisdiction within the United States. Nothing in this Clause
constitutes or should be understood to constitute a waiver of Underwriters'
rights to commence an action if any Court of competent jurisdiction in the
United States, to remove an action to a United States District Court, or to seek
a transfer of a case to another Court as permitted by the Laws of the United
States or of any State in the United States.

It is further agreed that service of process in such suit may be made upon:

            Kroll & Tract
            500 Fifth Avenue
            New York, New York 10110

and that in any suit instituted against any one of them upon this contract,
Underwriters will abide by the final decision of such Court or of any Appellate
Court in the event of an appeal.

The above-named are authorized and directed to accept service of process on
behalf of Underwriters in any such suit and/or upon the request of the Insured
(or the Reinsured) to give a written undertaking to the Insured (or the
Reinsured) that they will enter a general appearance upon Underwriters' behalf
in the event such a suit shall be constituted.

Further, pursuant to any statute of any state, territory or district of the
United States which makes provision therefor, Underwriters hereon hereby
designate the Superintendent, Commission or Director of Insurance or other
offices specified for that purpose in the statute, or his successor or
successors in office, as their true and lawful attorney upon whom may be served
any lawful process in any action, suit or proceeding instituted by or on behalf
of the Insured (or Reinsured) or any beneficiary hereunder arising out of this
contract of insurance (or reinsurance), and hereby designate the above-named as
the person to whom the said officer is authorized to mail such process or a true
copy thereof.




This endorsement forms a part of and is for attachment to the following
described Certificate issued by certain UNDERWRITERS AT LLOYD'S LONDON, ENGLAND
and takes effect on the effective date of said Certificate, unless another
effective date is shown below, at the hour stated in said Certificate and
expires concurrently with said Certificate.

--------------------------------------------------------------------------------
COMPLETE ONLY WHEN THIS ENDORSEMENT IS NOT PREPARED WITH THE
CERTIFICATE OR IS NOT TO BE EFFECTIVE WITH THE CERTIFICATE
--------------------------------------------------------------------------------
Certificate No.         Issued To.              Effective Date

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

DATE:__________________ COUNTERSIGNED:___________________
LL-11(NMA 1998)
TR

<PAGE>

                                  ENDORSEMENT

                  RADIOACTIVE CONTAMINATION EXCLUSION CLAUSE -
                            PHYSICAL DAMAGE - DIRECT

This Certificate does not cover any loss or damage arising directly or
indirectly from nuclear reaction nuclear radiation or radioactive contamination
however such nuclear reaction nuclear radiation or radioactive contamination may
have been cause *NEVERTHELESS if Fire is an insured peril and a Fire arises
directly or indirectly from nuclear reaction nuclear radiation or radioactive
contamination any loss or damage arising directly from that Fire shall (subject
to the provisions of this Certificate) be covered EXCLUDING however all loss or
damage caused by nuclear reaction nuclear radiation or radioactive contamination
arising directly or indirectly from that Fire.

* NOTE - If Fire is not an insured peril under this Certificate the words from
"NEVERTHELESS" to the end of the clause do not apply and should be disregarded.




This endorsement forms a part of and is for attachment to the following
described Certificate issued by certain UNDERWRITERS AT LLOYD'S LONDON, ENGLAND
and takes effect on the effective date of said Certificate, unless another
effective date is shown below, at the hour stated in said Certificate and
expires concurrently with said Certificate.

--------------------------------------------------------------------------------
COMPLETE ONLY WHEN THIS ENDORSEMENT IS NOT PREPARED WITH THE
CERTIFICATE OR IS NOT TO BE EFFECTIVE WITH THE CERTIFICATE
--------------------------------------------------------------------------------
Certificate No.         Issued To.              Effective Date

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

DATE:__________________ COUNTERSIGNED:___________________
LL-12(NMA 1191)
TR/LL11

<PAGE>

                                  ENDORSEMENT

                       WAR AND CIVIL WAR EXCLUSION CLAUSE

Notwithstanding anything to the contrary contained herein this Certificate does
not cover Loss or Damage directly or indirectly occasioned by, happening through
or in consequence of war, invasion, acts of foreign enemies, hostilities
(whether war be declared or not), civil war, rebellion, revolution,
insurrection, military or usurped power or confiscation or nationalisation or
requisition or destruction of or damage to property by or under the order of any
government or public or local authority.




This endorsement forms a part of and is for attachment to the following
described Certificate issued by certain UNDERWRITERS AT LLOYD'S LONDON, ENGLAND
and takes effect on the effective date of said Certificate, unless another
effective date is shown below, at the hour stated in said Certificate and
expires concurrently with said Certificate.

--------------------------------------------------------------------------------
COMPLETE ONLY WHEN THIS ENDORSEMENT IS NOT PREPARED WITH THE
CERTIFICATE OR IS NOT TO BE EFFECTIVE WITH THE CERTIFICATE
--------------------------------------------------------------------------------
Certificate No.         Issued To.              Effective Date

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

DATE:__________________ COUNTERSIGNED:___________________
LL-14(NMA 464)
TR/LL11

<PAGE>

                          AGGREGATE LIMIT OF LIABILITY
                                  ENDORSEMENT

It is hereby agreed between the Named Insured and the Underwriters that:

Underwriters aggregate limit of liability for al losses and loss adjustment
expenses for al coverages provided under this Policy, and endorsements that
attach any time thereto, shall not (notwithstanding anything to the contrary in
such Certificate or endorsements) exceed 60% of the Total Premium Paid, for
losses occurring during the Certificate Period. Total Premium Paid shall include
premium paid by the Named Insured to Underwriters for all coverages provided by
this Certificate and its endorsements from inception of the Certificate coverage
until termination of the Certificate Period either by expiration, non renewal or
cancellation whichever is sooner. If this Certificate is not written on a
continuous Certificate Period basis annual renewal premium shall be cumulative
in calculating Total Premium Paid.




All other terms and conditions of this Certificate remain unchanged.

This endorsement forms a part of and is for attachment to the following
described Certificate issued by certain UNDERWRITERS AT LLOYD'S LONDON, ENGLAND
and takes effect on the effective date of said Certificate, unless another
effective date is shown below, at the hour stated in said Certificate and
expires concurrently with said Certificate.

--------------------------------------------------------------------------------
COMPLETE ONLY WHEN THIS ENDORSEMENT IS NOT PREPARED WITH THE
CERTIFICATE OR IS NOT TO BE EFFECTIVE WITH THE CERTIFICATE
--------------------------------------------------------------------------------
Certificate No.         Issued To.              Effective Date

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

DATE:__________________ COUNTERSIGNED:___________________
TR/LSEND

<PAGE>

                                   ENDORSEMENT

                             ASSUMPTION OF COVERAGE

                         (Outstanding Loan Instruments)

In consideration of the payment of additional premium as described below, it is
hereby agreed and understood that the Certificate to which this endorsement is
attached is amended as follows:

      Exclusion (a) is deleted in its entirety and the Certificate is amended to
      extend coverage as follows:

      Notwithstanding any other provisions in the Certificate to the contrary,
      for purposes of coverage afforded under this Endorsement only,
      Underwriters hereby assume coverage, as otherwise provided in the
      Certificate for Vehicle(s) securing loan(s) made by the Assured prior to
      the effective date of the Certificate, PROVIDED ALWAYS that the Assured
      identifies such Vehicle(s) and loan(s) in writing to Underwriters or their
      authorised agent within thirty (30) days of the effective date of this
      Endorsement and that any Date of Loss is subsequent to that effective
      date. Any such Vehicle(s) and loan(s) must be identified with the
      following information:

      (i)   Borrower's name;

      (ii)  Loan type (e.g., Vehicle-Direct Loan, Vehicle-Indirect Loan);

      (iii) Outstanding loan balance at Endorsement effective date;

      (iv)  Loan term.

      The premium for the extension of coverage provided hereunder shall be
      computed as follows:

      $_______ deposit premium, plus

      $_______ per loan agreement declared hereunder

All other terms and conditions of the Certificate remain unchanged.

This endorsement forms part of and is for attachment to the following described
Certificate issued by certain UNDERWRITERS AT LLOYD'S, LONDON, ENGLAND and takes
effect on the effective date of said Certificate, unless another effective date
is shown below, at the hour stated in said Certificate and expires concurrectly
with said Certificate.

--------------------------------------------------------------------------------
COMPLETE ONLY WHEN THIS ENDORSEMENT IS NOT PREPARED WITH THE 
CERTIFICATE OR IS NOT TO BE EFFECTIVE WITH THE CERTIFICATE
--------------------------------------------------------------------------------
Certificate No.           Issued To.               Effective Date




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

DATE:_______            COUNTERSIGNED:_______________________
L.SIEND
<PAGE>

                                   ENDORSEMENT

                               LOSS PAYABLE CLAUSE

It is agreed that:

1.    Underwriters will pay, as their interest may appear, for their respective
      rights and obligations, the Assured and Harris Trust and Savings Bank, as
      Trustee for the benefit of Certificate holders under that certain Polling
      and Servicing Agreement, Dated as of September 1, 1996, among Asia Auto
      Receivables Company, as Seller, Asia Funding, Inc., as Servicer, and
      Harris Trust and Savings Bank, as Trustee, Custodian and Backup Services.

2.    Underwriters may cancel this Certificate as allowed by Condition 29,
      provided however that no such cancellation shall be effective as to the
      loss payee as named herein, prior to expiration of 30 days after written
      notice of such cancellation.

3.    In the event that Underwriters make any payments to the loss payee as
      named herein, Underwriters will obtain his or her rights against any other
      party.

All other terms and conditions remain unchanged.





This endorsement forms a part of and is for the attachment to the following
described Certificate issued by certain UNDERWRITERS AT LLOYD'S, LONDON, ENGLAND
and takes effect on the effective date of said Certificate, unless another
effective date is shown above, at the hour stated in said Certificate and
expires concurrently with said Certificate.

--------------------------------------------------------------------------------
COMPLETE ONLY WHEN THIS ENDORSEMENT IS NOT PREPARED WITH THE 
CERTIFICATE OR IS NOT TO BE EFFECTIVE WITH THE CERTIFICATE
--------------------------------------------------------------------------------
Certificate No.            Issued To.                     Effective Date

FG980010V               ASTA FUNDING INC.               1ST SEPTEMBER 1996
--------------------------------------------------------------------------------

DATE:  23rd September 1996          AUTHORIZED SIGNATURES: 
TR LL-11                                                   --------------------




<PAGE>

                                                                       EXHIBIT J

                    Form of Request for Release of Documents

DATE:

TO:

RE:      REQUEST FOR RELEASE OF DOCUMENTS

In connection with the administration of the pool of Automobile Loans held by
you for the referenced pool, we request the release of the Receivable File
described below.

Pooling and Servicing Agreement Dated: September 1, 1996
Loan#:
Borrower Name(s)
Reason for Document Request: (circle one)

Auto Loan Prepaid in Full

Auto Loan Repurchased


"We hereby certify that all amounts received or to be received in connection
with such payments which are required to be deposited have been or will be so
deposited as provided in the Pooling and Servicing Agreement."


____________________
Asta Funding, Inc.
Authorized Signature
********************************************************************************

TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents
being enclosed with a copy of this form. should retain this form for your files
in accordance with the terms of the Pooling and Servicing Agreement. You

                           Enclosed Documents:  [ ]  Certificate of Title
                                                [ ]  Promissory Note
                                                [ ]  Primary Insurance Policy
                                                [ ]  Assignment of Loan
                                                [ ]  Other: ________________

_________________________
Name

_________________________
Title

_________________________
Date


                                      D-8

<PAGE>

                                                                       EXHIBIT K

                    Form of Certificate of Non-Foreign Status

     Section 1446 of the Internal Revenue Code of 1986 (the "Code") provides
that a partnership must pay a withholding tax to the Internal Revenue Service
with respect to a partner's allocable share of the partnership's effectively
connected taxable income, if the partner is a foreign person. To inform Asta
Auto Trust 1996-1 (the "Partnership") that the provisions of Section 1446 of
the Code do not apply, the undersigned hereby certifies on behalf of
__________________________ the following:

     1. _____________________ is not a foregoing corporation, foreign
partnership, foreign trust, or foreign estate (as those terms are defined in the
Code and the Treasury Regulations promulgated thereunder);

     2. _____________________'s U.S. employer identification number is
_____________________; and

     3. _____________________'s office address is____________________________.


     _____________________ hereby agrees to notify the Trust within sixty (60)
days of the date it becomes a foreign person. __________________ understands
that this certification may be disclosed to the Internal Revenue Service by the
Partnership and that any false statement herein could be punished by fine,
imprisonment, or both.

     Under penalties of perjury I declare that I have examined this
certification and to the best of my knowledge and belief it is true, correct,
and complete, and I further declare that I have authority to sign this document
on behalf of _____________________.

                                       By: _______________________________
                                           Name:
                                           Title:
                                           Date:


                                      D-9