Exhibit 4.1
                                                                CONFORMED COPY
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                       CHRYSLER AUTO RECEIVABLES COMPANY

                                    Seller

                          CHRYSLER CREDIT CORPORATION

                                   Servicer

                                      and

                    MANUFACTURERS AND TRADERS TRUST COMPANY

                                    Trustee

                         CARCO Auto Loan Master Trust

                        POOLING AND SERVICING AGREEMENT

                           Dated as of May 31, 1991

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                               Table of Contents

                                                                            Page

                                   ARTICLE I
                                  Definitions

SECTION 1.01.   Definitions....................................................1
SECTION 1.02.   Other Definitional Provisions.................................19

                                  ARTICLE II
                           Conveyance of Receivables

SECTION 2.01.   Conveyance of Receivables.....................................20
SECTION 2.02.   Acceptance by Trustee.........................................21
SECTION 2.03.   Representations and Warranties of the Seller Relating to
                the Seller and the Agreement..................................21
SECTION 2.04.   Representations and Warranties of the Seller Relating to
                the Receivables...............................................24
SECTION 2.05.   Addition of Accounts..........................................26
SECTION 2.06.   Covenants of the Seller.......................................28
SECTION 2.07.   Removal of Eligible Accounts..................................30
SECTION 2.08.   Removal of Ineligible Accounts................................31
SECTION 2.09.   Sale of Ineligible Receivables................................32

                                  ARTICLE III
                  Administration and Servicing of Receivables

SECTION 3.01.   Acceptance of Appointment and Other Matters Relating
                to the Servicer...............................................33
SECTION 3.02.   Servicing Compensation........................................34
SECTION 3.03.   Representations, Warranties and Covenants of the Servicer.....35
SECTION 3.04.   Reports and Records for the Trustee; Bank Account Statements..37
SECTION 3.05.   Annual Servicer's Certificate.................................37
SECTION 3.06.   Annual Independent Public Accountants' Servicing Report.......38
SECTION 3.07.   Tax Treatment.................................................38
SECTION 3.08.   Notices to CCC................................................38
SECTION 3.09.   Adjustments...................................................38

                                  ARTICLE IV
  Rights of Certificateholders and Allocation and Application of Collections

SECTION 4.01.   Rights of Certificateholders..................................39
SECTION 4.02.   Establishment of the Collection Account.......................39
SECTION 4.03.   Allocations and Applications of Collections and Other Funds...40
SECTION 4.04.   Unallocated Principal Collections.............................41

                                   ARTICLE V
                Distributions and Reports to Certificateholders...............42


                                  ARTICLE VI
                               The Certificates

SECTION 6.01.   The Certificates..............................................42
SECTION 6.02.   Authentication of Certificates................................42
SECTION 6.03.   New Issuances.................................................43
SECTION 6.04.   Registration of Transfer and Exchange of Certificates.........44
SECTION 6.05.   Mutilated, Destroyed, Lost or Stolen Certificates.............46
SECTION 6.06.   Persons Deemed Owners.........................................47
SECTION 6.07.   Access to List of Registered Certificateholders'
                Names and Addresses...........................................47
SECTION 6.08.   Book-Entry Certificates.......................................48
SECTION 6.09.   Notices to Depository.........................................48
SECTION 6.10.   Definitive Certificates.......................................49
SECTION 6.11.   Global Certificate; Exchange Date.............................49
SECTION 6.12.   Meetings of Certificateholders................................50

                                  ARTICLE VII
                     Other Matters Relating to the Seller

SECTION 7.01.   Liability of the Seller.......................................52
SECTION 7.02.   Limitation on Liability of the Seller.........................52
SECTION 7.03.   Seller Indemnification of the Trust and the Trustee...........53
SECTION 7.04.   Transfer of Seller's Interest to Designated Affiliate.........53

                                 ARTICLE VIII
                    Other Matters Relating to the Servicer

SECTION 8.01.   Liability of the Servicer.....................................54
SECTION 8.02.   Merger or Consolidation of, or Assumption, of the
                Obligations of the Servicer...................................54
SECTION 8.03.   Limitation on Liability of the Servicer and Others............55
SECTION 8.04.   Servicer Indemnification of the Trust and the Trustee.........55
SECTION 8.05.   The Servicer Not To Resign....................................55
SECTION 8.06.   Access to Certain Documentation and Information
                Regarding the Receivables.....................................56
SECTION 8.07.   Delegation of Duties..........................................56
SECTION 8.08.   Examination of Records........................................56

                                  ARTICLE IX
                           Early Amortization Events

SECTION 9.01.   Early Amortization Events.....................................56
SECTION 9.02.   Additional Rights Upon the Occurrence of Certain Events.......58

                                   ARTICLE X
                               Service Defaults

SECTION 10.01.  Service Defaults..............................................59
SECTION 10.02.  Trustee to Act; Appointment of Successor......................61

                                  ARTICLE XI
                                  The Trustee

SECTION 11.01.  Duties of Trustee.............................................62
SECTION 11.02.  Certain Matters Affecting the Trustee.........................64
SECTION 11.03.  Trustee Not Liable for Recitals in Certificates...............65
SECTION 11.04.  Trustee May Own Certificates..................................65
SECTION 11.05.  The Servicer to Pay Trustee's Fees and Expenses...............65
SECTION 11.06.  Eligibility Requirements for Trustee..........................65
SECTION 11.07.  Resignation or Removal of Trustee.............................66
SECTION 11.08.  Successor Trustee.............................................66
SECTION 11.09.  Merger or Consolidation of Trustee............................66
SECTION 11.10.  Appointment of Co-trustee or Separate Trustee.................67
SECTION 11.11.  Tax Returns...................................................68
SECTION 11.12.  Trustee May Enforce Claims Without Possession of
                Certificates..................................................68
SECTION 11.13.  Suits for Enforcement.........................................68
SECTION 11.14.  Representations and Warranties of Trustee.....................68
SECTION 11.15.  Maintenance of Office or Agency...............................69

                                  ARTICLE XII
                                  Termination

SECTION 12.01.  Termination of Trust..........................................69
SECTION 12.02.  Final Distribution............................................69
SECTION 12.03.  Seller's Termination Rights...................................70

                                 ARTICLE XIII
                           Miscellaneous Provisions

SECTION 13.01.  Amendment.....................................................71
SECTION 13.02.  Protection of Right, Title and Interest to Trust..............72
SECTION 13.03.  Limitation on Rights of Certificateholders....................73
SECTION 13.04.  No Petition...................................................73
SECTION 13.05.  Governing Law.................................................74
SECTION 13.06.  Notices.......................................................74
SECTION 13.07.  Severability of Provisions....................................74
SECTION 13.08.  Assignment....................................................74
SECTION 13.09.  Certificates Nonassessable and Fully Paid.....................74
SECTION 13.10.  Further Assurances............................................75
SECTION 13.11.  No Waiver; Cumulative Remedies................................75
SECTION 13.12.  Counterparts..................................................75
SECTION 13.13.  Third-Party Beneficiaries.....................................75
SECTION 13.14.  Actions by Certificateholders.................................75
SECTION 13.15.  Rule 144A Information.........................................75
SECTION 13.16.  Merger and Integration........................................75
SECTION 13.17.  Headings......................................................76


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                                   EXHIBITS

EXHIBIT A     Form of CARCO Certificate
EXHIBIT B     Form of Assignment of Receivables in Additional Accounts
EXHIBIT C     Form of Annual Servicer's Certificate
EXHIBIT D-1   Private Placement Legend
EXHIBIT D-2   ERISA Legend
EXHIBIT E     Form of Depository Agreement
EXHIBIT F-1   Form of Certificate of Foreign Clearing Agency
EXHIBIT F-2   Form of Alternate Certificate to be delivered to Foreign
              Clearing Agency
EXHIBIT F-3   Form of Certificate to be delivered to Foreign Clearing Agency
EXHIBIT G-1   Form of Opinion of Counsel with respect to Amendments
EXHIBIT G-2   Form of Opinion of Counsel with respect to Accounts
EXHIBIT H     Form of Reassignment Agreement
EXHIBIT I     Form of Receivables Purchase Agreement
EXHIBIT J     Form of Subordinated Note of the Seller
EXHIBIT K     Form of Assignment and Assumption Agreement

                                   SCHEDULES

SCHEDULE 1    List of Accounts
SCHEDULE 2    Identification of the Collection Account


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                                    POOLING AND SERVICING AGREEMENT dated as
                           of May 31, 1991, among CHRYSLER AUTO RECEIVABLES
                           COMPANY, a Delaware corporation, as Seller,
                           CHRYSLER CREDIT CORPORATION, a Delaware
                           corporation, as Servicer, and MANUFACTURERS AND
                           TRADERS TRUST COMPANY, a New York banking
                           corporation, as Trustee.

         In consideration of the mutual agreements herein contained, each
party agrees as follows for the benefit of the other parties and for the
benefit of the Certificateholders and the other Beneficiaries to the extent
provided herein:

                                  ARTICLE I

                                  Definitions

         SECTION 1.01. Definitions. Whenever used in this Agreement, the
following words and phrases shall have the following meanings:

         "Account" shall mean each Initial Account and, from and after the
related Addition Date, each Additional Account. The term "Account" shall not
apply to any Removed Accounts reassigned or assigned to the Seller or the
Servicer in accordance with the terms of this Agreement.

         "Addition Date" shall mean, with respect to Additional Accounts, the
date from and after which such Additional Accounts are to be included as
Accounts pursuant to Section 2.05(c).

         "Addition Notice" shall have the meaning specified in Section
2.05(c).

         "Additional Accounts" shall mean each individual wholesale financing
account established by CCC with a Dealer pursuant to a Floorplan Financing
Agreement, which account is designated pursuant to Section 2.05(a) or (b) to
be included as an Account and is identified in the computer file or microfiche
or written list delivered to the Trustee by the Seller pursuant to Section
2.01 and 2.05(d).

         "Additional Cut-Off Date" shall mean, with respect to Additional
Accounts, the day specified in the Addition Notice delivered with respect to
such Additional Accounts pursuant to Section 2.05(c).

         "Adjustment Payment" shall have the meaning specified in Section
3.09.

         "Affiliate" shall mean, with respect to any specified Person, any
other Person controlling or controlled by or under common control with such
specified Person. For the purposes of this definition, "control" when used
with respect to any specified Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise: and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

         "Agent" shall mean, with respect to any Series, the Person so
designated in the related Supplement.

         "Agreement" shall mean this Pooling and Servicing Agreement, as the
same may from time to time be amended, modified or otherwise supplemented,
including, with respect to any Series or Class, the related Supplement.

         "Applicants" shall have the meaning specified in Section 6.07.

         "Appointment Date" shall have the meaning specified in Section 9.02.

         "Assignment" shall have the meaning specified in Section 2.05(d).

         "Assignment and Assumption Agreement" shall mean an agreement among
CARCO, the Designated Affiliate and the Trustee substantially in the form of
Exhibit K.

         "Authorized Newspaper" shall mean any newspaper or newspapers of
general circulation in New York City customarily published on each Business
Day, whether or not published on Saturdays, Sundays and holidays.

         "Available Subordinated Amount" shall mean, with respect to any
Series at any time of determination, an amount equal to the available
subordinated amount specified in the related Supplement at such time.

         "Bearer Certificates" shall have the meaning specified in Section
6.01.

         "Beneficiary" shall mean any of the holders of the Investor
Certificates and any Enhancement Provider.

         "Benefit Plan" shall have the meaning specified in Section 6.04(c).

         "Book-Entry Certificates" shall mean beneficial interests in the
Investor Certificates, ownership and transfers of which shall be made through
book entries by a Depository as described in Section 6.08.

         "Business Day" shall mean any day other than (a) a Saturday or a
Sunday or (b) another day on which banking institutions or trust companies in
the State of New York generally or New York City are authorized or obligated
by law, executive order or governmental decree to be closed.

         "CARCO" shall mean Chrysler Auto Receivables Company, a Delaware
corporation, and its successors in interest to the extent permitted hereunder.

         "CARCO Certificate" shall mean the certificate executed by the Seller
and authenticated by the Trustee, substantially in the form of Exhibit A.

         "Cash Management Accounts" shall mean the deposit accounts maintained
by CCC for the benefit of the Dealers; provided, however, that any amounts
held by CCC with respect to Installment Balances shall not be deemed to be
amounts on deposit in Cash Management Accounts.

         "CCC" shall mean Chrysler Credit Corporation, a Delaware corporation,
and its successors in interest.

         "Cedel" shall mean Centrale de Livraison de Valeurs Mobilieres S.A.

         "Certificate" shall mean any of the Investor Certificates or the
Seller's Certificates.

         "Certificate Owner" shall mean, with respect to a Book-Entry
Certificate, the person who is the beneficial owner of a Book-Entry
Certificate.

         "Certificate Rate" shall mean, with respect to any Series or Class,
the certificate rate specified therefor in the related Supplement.

         "Certificate Register" shall have the meaning specified in Section
6.04.

         "Certificateholder" or "Holder" shall mean an Investor
Certificateholder or a Person in whose name any one of the Seller's
Certificates is registered.

         "Certificateholders' Interest" shall have the meaning specified in
Section 4.01.

         "CFC" shall mean Chrysler Financial Corporation, a Michigan
corporation, and its successors in interest.

         "Chrysler" shall mean Chrysler Corporation, a Delaware corporation,
and its successors in interest.

         "Class" shall mean, with respect to any Series, any one of the
classes of Investor Certificates of that Series.

         "Closing Date" shall mean, with respect to any Series, the Closing
Date specified in the related Supplement.

         "Collateral Security" shall mean, with respect to any Receivable, all
collateral security granted by or on behalf of the related Dealer with respect
thereto, including a first priority perfected security interest in the related
Vehicle, certain parts inventory, equipment, fixtures, service accounts or
realty with respect to such Dealer and all guarantees of any Receivable.

         "Collection Account" shall have the meaning specified in Section
4.02.

         "Collection Period" shall mean, with respect to any Distribution
Date, the calendar month preceding the month in which such Distribution Date
occurs.

         "Collections" shall mean, without duplication, all payments by or on
behalf of Dealers received by the Servicer in respect of the Receivables, in
the form of cash, checks, wire transfers or any other form of payment,
including amounts paid by Dealers for deposit to such Dealers' cash management
account and such Dealer's wholesale deposit account as provided in such
Dealers' Floorplan Financing Agreements. Collections of Non-Principal
Receivables shall include all Recoveries.

         "Common Depositary" shall mean the Person specified in the applicable
Supplement, in its capacity as common depositary for the respective accounts
of any Foreign Clearing Agencies.

         "Corporate Trust Office" shall mean the principal office of the
Trustee in the Borough of Manhattan, City of New York, at which at any
particular time its corporate trust business shall be administered, which
office at the date of the execution of this Agreement is located at 50
Broadway, New York, New York 10006.

         "Coupon" shall have the meaning specified in Section 6.01.

         "Cut-Off Date" shall mean May 31, 1991.

         "Date of Processing" shall mean, with respect to any transaction, the
date on which such transaction is first recorded on the Servicer's computer
file of accounts (without regard to the effective date of such recordation).

         "Dealer" shall mean a Person engaged generally in the business of
purchasing Vehicles from a manufacturer thereof and holding such Vehicles for
sale or lease in the ordinary course of business.

         "Dealer Overconcentration" on any Determination Date shall mean, with
respect to any Dealer or group of affiliated Dealers, the excess of (a) the
aggregate of all amounts of Principal Receivables due from such Dealer or
group of affiliated Dealers on the last day of the Collection Period
immediately preceding such Determination Date over (b) 2% of the Pool Balance
on the last day of such immediately preceding Collection Period.

         "Defaulted Amount" on any Determination Date shall mean an amount
(which shall not be less than zero) equal to (a) the sum for all the Accounts
of the amount of Principal Receivables which became Defaulted Receivables
during the immediately preceding Collection Period minus (b) the sum of (i)
the full amount of any such Defaulted Receivables which are subject to
reassignment or assignment to the Seller or the Servicer in accordance with
the terms of this Agreement and (ii) the excess, if any, for the immediately
preceding Determination Date of the amount determined pursuant to this clause
(b) for such Determination Date over the amount determined pursuant to clause
(a) for such Determination Date; provided, however, that, if an Insolvency
Event occurs with respect to the Seller, the amounts of such Defaulted
Receivables which are subject to reassignment to the Seller shall not be added
to the sum so subtracted and, if an Insolvency Event occurs with respect to
the Servicer, the amount of such Defaulted Receivables which are subject to
assignment to the Servicer shall not be added to the sum so subtracted.

         "Defaulted Receivables" on any Determination Date shall mean (a) all
Receivables in an Account which are charged off as uncollectible in respect of
the immediately preceding Collection Period in accordance with the Servicer's
customary and usual servicing procedures for servicing Dealer floorplan
receivables comparable to the Receivables which have not been sold to third
parties and (b) all Receivables which were Eligible Receivables when
transferred to the Trust on the initial Closing Date or the related Addition
Date or on their respective Transfer Date, which arose in an Account that
thereafter became an Ineligible Account and which remained outstanding for any
six consecutive Determination Dates (inclusive of the Determination Date on
which such determination is being made) after such Account became an
Ineligible Account.

         "Definitive Certificates" shall have the meaning specified in Section
6.10.

         "Definitive Euro-Certificates" shall have the meaning specified in
Section 6.11.

         "Deposit Date" shall mean each day on which the Servicer deposits
Collections in the Collection Account pursuant to Section 4.03 hereof.

         "Depository" shall mean The Depository Trust Company, as initial
Depository, the nominee of which is CEDE & Co., or any other organization
registered as a "clearing agency" pursuant to Section 17A of the Securities
Exchange Act of 1934, as amended. The Depository shall at all times be a
"clearing corporation" as defined in Section 8-102(3) of the Uniform
Commercial Code of the State of New York.

         "Depository Agreement" shall mean, with respect to any Series or
Class, the agreement among the Seller, the Trustee and the initial Depository,
dated as of the related Closing Date substantially in the form of Exhibit E.

         "Depository Participant" shall mean a broker, dealer, bank or other
financial institution or other Person for whom from time to time a Depository
effects book-entry transfers and pledges of securities deposited with the
Depository.

         "Designated Account" shall have the meaning specified in Section
2.07(b).

         "Designated Affiliate" shall mean a corporation which is (a) a direct
or indirect wholly-owned subsidiary of CFC, (b) which is a Delaware
corporation and (c) which is incorporated for limited purposes which shall be
substantially the same purposes for which CARCO is incorporated.

         "Designated Affiliate Transfer" shall have the meaning specified in
Section 7.04(a).

         "Designated Balance" shall have the meaning specified in Section
2.07(b).

         "Determination Date" with respect to any Distribution Date shall mean
the day that is two Business Days prior to such Distribution Date.

         "Distribution Date" shall mean the fifteenth day of each month or, if
such day is not a Business Day, the next succeeding Business Day.

         "Distribution Date Statement" shall mean, with respect to any Series,
a report prepared by the Servicer on each Determination Date for the
immediately preceding Collection Period in substantially the form set forth in
the related Supplement.

         "Due Date" shall mean the close of business on the last Business Day
of each month.

         "Early Amortization Event" shall have the meaning specified in
Section 9.01 and, with respect to any Series, shall also mean any Early
Amortization Event specified in the related Supplement.

         "Early Amortization Period" shall mean, with respect to any Series,
the period beginning at the close of business on the Business Day immediately
preceding the day on which the Early Amortization Event is deemed to have
occurred, and in each case ending upon the earlier to occur of (a) the payment
in full to the Investor Certificateholders of such Series of the Invested
Amount with respect to such Series, (b) the Termination Date with respect to
such Series and (c) if such Early Amortization Period has resulted from the
occurrence of an Early Amortization Event described in Section 9.01(a), the
end of the first Collection Period during which an Early Amortization Event
would no longer be deemed to exist pursuant to Section 9.01(a), so long as no
other Early Amortization Event with respect to such Series shall have occurred
and the scheduled termination of the Revolving Period with respect to such
Series shall not have occurred.

         "Eligible Account" shall mean each individual wholesale financing
account established by CCC with a Dealer pursuant to a Floorplan Financing
Agreement in the ordinary course of business, which, as of the date of
determination with respect thereto: (a) is in favor of a Dealer which is an
Eligible Dealer, (b) is in existence and maintained and serviced by CCC and
(c) is an Account in respect of which no amounts have been charged off as
uncollectible or are classified as past due or delinquent.

         "Eligible Deposit Account" shall mean either (a) a segregated account
with an Eligible Institution or (b) a segregated trust account with the
corporate trust department of a depository institution organized under the
laws of the United States of America or any one of the states thereof,
including the District of Columbia (or any domestic branch of a foreign bank),
having corporate trust powers and acting as trustee for funds deposited in
such account, so long as any of the securities of such depository institution
shall have a credit rating from each Rating Agency in one of its generic
rating categories which signifies investment grade.

         "Eligible Dealer" shall mean a Dealer, as of the date of
determination thereof, (a) which is located in the United States of America
(including its territories and possessions), (b) which has not been identified
by the Servicer as being the subject of any voluntary or involuntary
bankruptcy proceeding or in voluntary or involuntary liquidation, (c) in which
Chrysler or any Affiliate thereof does not have an equity investment and (d)
which is not in "dealer trouble status" as determined by the Servicer under
the Floorplan Financing Guidelines.

         "Eligible Institution" shall mean (a) the corporate trust department
of the Trustee or (b) a depository institution organized under the laws of the
United States of America or any one of the states thereof, or the District of
Columbia (or any domestic branch of a foreign bank), which at all times (i)
has either (A) a long-term unsecured debt rating of A2 or better by Moody's
and of AAA or better by Standard & Poor's or (B) a certificate of deposit
rating of P-1 by Moody's or A-1+ by Standard & Poor's and (ii) whose deposits
are insured by the FDIC. If so qualified, the Trustee may be considered an
Eligible Institution for the purposes of clause (b) this definition.

         "Eligible Investments" shall mean book-entry securities, negotiable
instruments or securities represented by instruments in bearer or registered
form having original or remaining maturities of 30 days or less, but in no
event occurring later than the Distribution Date next succeeding the Trustee's
acquisition thereof, which evidence:

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

          (b) demand deposits, time deposits or certificates of deposit of any
     depository institution or trust company incorporated under the laws of
     the United States of America or any state 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, that at the time of the Trust's 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 or entity other than such
     depository institution or trust company) thereof shall have a credit
     rating from each of the Rating Agencies in the highest investment
     category granted thereby;

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

          (d) investments in money market funds having a rating from each of
     the Rating Agencies in the highest investment category granted thereby or
     otherwise approved in writing thereby;

          (e) demand deposits, time deposits and certificates of deposit which
     are fully insured by the FDIC;

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

          (g) repurchase obligations with respect to any security that is a
     direct obligation of, or fully guaranteed by, the United States of
     America or any agency or instrumentality thereof the obligations of which
     are backed by the full faith and credit of the United States of America,
     in either case entered into with (i) a depository institution or trust
     company (acting as principal) described in clause (b) or (ii) a
     depository institution or trust company the deposits of which are insured
     by FDIC.

         "Eligible Receivable" shall mean each Receivable:

          (a) which was originated or acquired by CCC in the ordinary course
     of business;

          (b) which arose under an Eligible Account and is payable in United
     States dollars;

          (c) which is owned by CCC at the time of sale by CCC to the Seller;

          (d) which represents the obligation of a Dealer to repay an advance
     made to such Dealer to finance the acquisition of Vehicles;

          (e) which at the time of creation and at the time of transfer to the
     Trust is secured by, inter alia, a first priority perfected security
     interest in the Vehicle relating thereto;

          (f) which was created in compliance in all respects with all
     Requirements of Law applicable thereto and pursuant to a Floorplan
     Financing Agreement which complies in all respects with all Requirements
     of Law applicable to any party thereto;

          (g) with respect to which all consents, licenses, approvals or
     authorizations of, or registrations or declarations with, any
     Governmental Authority required to be obtained, effected or given by
     Chrysler, CCC, CFC or the Seller in connection with the creation of such
     Receivable or the transfer thereof to the Trust or the execution,
     delivery and performance by CCC of the Floorplan Financing Agreement
     pursuant to which such Receivable was created, have been duly obtained,
     effected or given and are in full force and effect;

          (h) as to which at all times following the transfer of such
     Receivable to the Trust, the Trust will have good and marketable title
     thereto free and clear of all Liens arising prior to the transfer or
     arising at any time other than Liens permitted by this Agreement;

          (i) which has been the subject of a valid transfer and assignment
     from the Seller to the Trust of all the Seller's right, title and
     interest therein (including any proceeds thereof);

          (j) which will at all times be the legal, valid, binding and
     assignable payment obligation of the Dealer relating thereto, enforceable
     against such Dealer in accordance with its terms, except as such
     enforceability may be limited by applicable bankruptcy, insolvency,
     reorganization, moratorium or other similar laws, now or hereafter in
     effect, affecting the enforcement of creditors' rights in general and
     except as such enforceability may be limited by general principles of
     equity (whether considered in a suit at law or in equity);

          (k) which at the time of transfer to the Trust is not subject to any
     right of rescission, setoff, counterclaim or any other defense (including
     defenses arising out of violations of usury laws) of the Dealer;

          (l) as to which, at the time of transfer of such Receivable to the
     Trust, Chrysler, CCC, CFC and the Seller have satisfied all their
     respective obligations with respect to such Receivable required to be
     satisfied at such time;

          (m) as to which, at the time of transfer of such Receivable to the
     Trust, neither Chrysler, CCC, CFC nor the Seller has taken nor failed to
     take any action which would impair the rights of the Trust or the
     Certificateholders therein;

          (n) which constitutes "chattel paper" as defined in Article 9 of the
     UCC as then in effect in the State of Michigan; and

          (o) with respect to which the representations set forth in Sections
     2.04(a)(i) and (ii) were correct as of the Transfer Date with respect
     thereto.

         "Eligible Servicer" shall mean the Trustee or an entity which, at the
time of its appointment as Servicer, (a) is legally qualified and has the
capacity to service the Accounts, (b) in the sole determination of the
Trustee, which determination shall be conclusive and binding, has demonstrated
the ability to professionally and competently service a portfolio of similar
accounts in accordance with high standards of skill and care and (c) is
qualified to use the software that is then currently being used to service the
Accounts or obtains the right to use or has its own software which is adequate
to perform its duties under this Agreement.

         "Enhancement" shall mean the rights and benefits provided to the
Investor Certificateholders of any Series or Class pursuant to any letter of
credit, surety bond, cash collateral account, spread account, guaranteed rate
agreement, maturity liquidity facility, tax protection agreement, interest
rate swap agreement or other similar arrangement. The subordination of any
Series or Class to any other Series or Class or of the Seller's Interest to
any Series or Class shall be deemed to be an Enhancement.

         "Enhancement Agreement" shall mean any agreement, instrument or
document governing the terms of any Series Enhancement or pursuant to which
any Series Enhancement is issued or outstanding.

         "Enhancement Provider" shall mean the Person providing any
Enhancement, other than any Certificateholders (including any holders of the
Seller's Certificates) the Certificates of which are subordinated to any
Series or Class.

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

         "Euroclear Operator" shall mean Morgan Guaranty Trust Company of New
York, Brussels office, as operator of the Euroclear System.

         "Exchange Date" shall mean any date that is after the Series Issuance
Date, in the case of Definitive Euro Certificates in registered form, or upon
presentation of certification of non-United States beneficial ownership (as
described in Section 6.11), in the case of Definitive Euro Certificates in
bearer form.

         "FDIC" shall mean the Federal Deposit Insurance Corporation or any
successor entity thereto.

         "Final Maturity Date" shall have the meaning specified in Section
12.01.

         "Fleet Receivables" shall mean all amounts shown in special accounts
on the Servicer's records as amounts payable by any Dealer designated by CCC
as a "fleet dealer" in respect of advances made by CCC to such Dealer or
advances made by Chrysler to such Dealer and purchased by CCC, in each case to
finance the acquisition of Vehicles in lots of five or more.

         "Floorplan Financing Agreement" shall mean, collectively, the group
of related agreements between and among CCC, the Dealer with respect thereto
and, in the case of new Vehicles, a Vehicle manufacturer, pursuant to which
(a) CCC agrees to extend credit to such Dealer to finance the acquisition of
used Vehicles and new Vehicles manufactured by such manufacturer, (b) such
Dealer grants to CCC a security interest in the specific Vehicles financed by
CCC, certain other Vehicles, certain other collateral and the proceeds
thereof, (c) such Dealer agrees to repay advances made by CCC on demand but in
any event such Dealer agrees to repay not less than 90% of each such advance
upon the sale of the Vehicle to which such advance relates and the remaining
balance of such advance not later than the tenth day of the second calendar
month following the month in which such sale occurs, and (d) the obligations
of such Dealer to repay such advances is evidenced by one or more demand
promissory notes of such Dealer.

         "Floorplan Financing Guidelines" shall mean CCC's written policies
and procedures, as such policies and procedures may be amended from time to
time, (a) relating to the operation of its floorplan financing business,
including the written policies and procedures for determining the interest
rate charged to Dealers, the other terms and conditions relating to CCC's
wholesale financing accounts, the creditworthiness of Dealers and the
extension of credit to Dealers, and (b) relating to the maintenance of
accounts and collection of receivables.

         "Foreign Clearing Agency" shall mean Cedel and the Euroclear
Operator.

         "Global Certificate" shall have the meaning specified in Section
6.11.

         "Governmental Authority" shall mean the United States of America, any
state or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government.

         "Incremental Default Amount" on any Determination Date shall mean (a)
the sum of (i) all the Ineligible Receivables which became Defaulted
Receivables during the immediately preceding Collection Period, (ii) the
overconcentration Default Amount on such Determination Date and (iii) the
Installment Balance Default Amount on such Determination Date minus (b) the
full amount of any such Defaulted Receivables which are subject to a
reassignment or assignment to the Seller or the Servicer in accordance with
the terms of this Agreement (but not less than zero); provided, however, that,
if an Insolvency Event occurs with respect to the Seller, the amount of such
Defaulted Receivables which are subject to reassignment to the Seller shall
not be so subtracted and, if an Insolvency Event occurs with respect to the
Servicer, the amount of such Defaulted Receivables which are subject to
assignment to the Servicer shall not be so subtracted; provided further that
the Incremental Default Amount for any Determination Date shall not exceed the
sum of the Overconcentration Amount, the Installment Balance Amount and the
Ineligible Amount, in each case, on such Determination Date.

         "Ineligible Account" shall mean an Account that at the time of
determination is not an Eligible Account.

         "Ineligible Amount" on any Determination Date shall mean the amount
of Ineligible Receivables included in the Trust on such Determination Date
pursuant to Section 2.09.

         "Ineligible Receivable" shall mean any Receivable that arises in an
Eligible Account, was not an Eligible Receivable at the time of its transfer
to the Trust and was transferred to the Trust in accordance with Section 2.09.

         "Initial Account" shall mean each individual wholesale financing
account established by CCC with a Dealer pursuant to a Floorplan Financing
Agreement which is identified in the computer file or microfiche or written
list delivered to the Trustee on the first Closing Date by the Seller pursuant
to Section 2.01.

         "Initial Invested Amount" shall mean, with respect to any Series and
for any date, an amount equal to the initial invested amount specified in the
related Supplement. The Initial Invested Amount for any Series may be
increased or decreased from time to time as specified in the related
Supplement.

         "Insolvency Event" shall mean any event specified in Section 9.01(b)
or 9.01(c).

         "Insolvency Proceeds" shall have the meaning specified in Section
9.02.

         "Installment Balance" with respect to any Dealer shall mean the
balance outstanding after the initial payment by such Dealer on any Receivable
and not immediately required to be remitted pursuant to the related Floorplan
Financing Agreement and Floorplan Financing Guidelines following the date of
sale of the related Vehicle.

         "Installment Balance Amount" shall mean, on any Determination Date,
the aggregate amount of Installment Balances on such Determination Date in
respect of which CCC has not received an offsetting payment from the related
Dealers.

         "Installment Balance Default Amount" on any Determination Date shall
mean the sum for all Installment Balances during the immediately preceding
Collection Period of the amount of Principal Receivables contained in such
Installment Balances which became Defaulted Receivables during such Collection
Period.

         "Insurance Proceeds" with respect to an Account shall mean any
amounts received by the Servicer pursuant to any policy of insurance which is
required to be paid to CCC pursuant to a Floorplan Financing Agreement.

         "Interest Collections" shall mean Collections of interest and other
nonprincipal charges (including insurance service fees, handling fees,
Recoveries and Insurance Proceeds).

         "Internal Revenue Code" shall mean the Internal Revenue Code of 1986,
as amended.

         "Invested Amount" shall mean, with respect to any Series and for any
date, an amount equal to the invested amount specified in the related
Supplement.

         "Investment Company Act" shall mean the Investment Company Act of
1940, as amended.

         "Investor Certificateholder" shall mean the Person in whose name a
Registered Certificate is registered in the Certificate Register or the bearer
of any Bearer Certificate (or the Global Certificate, as the case may be) or
Coupon.

         "Investor Certificates" shall mean any one of the certificates
(including the Bearer Certificates, the Registered Certificates or any Global
Certificate) executed by the Seller and authenticated by or on behalf of the
Trustee, substantially in the form attached to the related Supplement, other
than the Seller's Certificates.

         "Investors' Servicing Fee" shall mean the portion of the Servicing
Fee allocable to the Investor Certificateholders pursuant to the terms of the
Supplements.

         "Lien" shall mean any mortgage, deed of trust, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or other),
preference, participation interest, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever, including any
conditional sale or other title retention agreement and any financing lease
having substantially the same economic effect as any of the foregoing.

         "Manager" shall mean the lead manager, manager or co-manager or
person performing a similar function with respect to an offering of Definitive
Euro-Certificates.

         "Miscellaneous Payments" shall mean, with respect to any Collection
Period, the sum of (a) Adjustment Payments and Transfer Deposit Amounts on
deposit in the Collection Account on the related Distribution Date and (b)
Unallocated Principal Collections available to be treated as Miscellaneous
Payments pursuant to Section 4.04 on such Distribution Date.

         "Monthly Servicing Fee" shall mean, with respect to any Series, the
amount specified therefor in the related Supplement.

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

         "Non-Principal Receivables" with respect to any Account shall mean
all amounts billed to the related Dealer in respect of interest and all other
non-principal charges, including insurance service fees and handling fees.

         "Notice Date" shall have the meaning specified in Section 2.05(c).

         "Officers' Certificate" with respect to any corporation shall mean,
unless otherwise specified in this Agreement, a certificate signed by (a) the
Chairman of the Board, Vice Chairman of the Board, President or any Vice
President and (b) a Treasurer, Assistant Treasurer, Secretary or Assistant
Secretary of such corporation.

         "Opinion of Counsel" shall mean a written opinion of counsel, who may
be counsel of the Seller, CFC or CCC and who shall be reasonably acceptable to
the Trustee.

         "Overconcentration Amount" on any Determination Date shall mean the
sum of the Dealer Overconcentrations on such Determination Date.

         "Overconcentration Default Amount" on any Determination Date shall
mean, with respect to each Dealer or group of affiliated Dealers with respect
to which there existed a Dealer Overconcentration during the immediately
preceding Collection Period, the lesser of (a) the aggregate amount of
Receivables in the Accounts of such Dealers which became Defaulted Receivables
during such Collection Period and (b) the aggregate amount of such Dealer
Overconcentrations on such Determination Date.

         "Partial Account" shall mean any Account pursuant to which any
Purchased Receivables have arisen.

         "Permitted Transaction" shall have the meaning specified in Section
2.06(f).

         "Person" shall mean any legal person, including any individual,
corporation, partnership, association, joint-stock company, trust,
unincorporated organization, governmental entity or other entity of similar
nature.

         "Pool Balance" shall mean, as of the time of determination thereof,
the aggregate of Principal Receivables in the Trust at such time.

         "Prime Rate" shall mean the rate designated as the "prime rate" from
time to time by certain financial institutions selected by CFC.

         "Principal Collections" shall mean Collections of principal under the
Receivables.

         "Principal Receivables" with respect to an Account shall mean amounts
shown on the Servicer's records as Receivables (other than such amounts which
represent Non-Principal Receivables) payable by the related Dealer.
Notwithstanding anything to the contrary in this Agreement, (i) Purchased
Receivables and Fleet Receivables shall not be deemed to be Principal
Receivables for the purposes of this Agreement and (ii) the amount of
Principal Receivables on any date of determination for all purposes of this
Agreement shall be deemed to be the actual amount thereof at such time minus
the aggregate amount on deposit at such time in the Cash Management Accounts
maintained for the benefit of the related Dealers.

         "Principal Terms" shall mean, with respect to any Series: (a) the
name or designation; (b) the initial principal amount (or method for
calculating such amount); (c) the Certificate Rate (or method for the
determination thereof); (d) the payment date or dates and the date or dates
from which interest shall accrue; (e) the method for allocating collections to
Investor Certificateholders; (f) the designation of any Series Accounts and
the terms governing the operation of any such Series Accounts; (g) the Monthly
Servicing Fee and the Investors' Servicing Fee; (h) the issuer and terms of
any form of Enhancement with respect thereto; (i) the terms on which the
Investor Certificates of such Series may be exchanged for Investor
Certificates of another Series, repurchased by the Seller or remarketed to
other investors; (j) the Termination Date; (k) the number of Classes of
Investor Certificates of such Series and, if more than one Class, the rights
and priorities of each such Class: (1) the extent to which the Investor
Certificates of such Series will be issuable in temporary or permanent global
form (and, in such case, the depositary for such global certificate or
certificates, the terms and conditions, if any, upon which such global
certificate may be exchanged, in whole or in part, for Definitive
Certificates, and the manner in which any interest payable on a temporary or
global certificate will be paid); (m) whether the Investor certificates of
such Series may be issued in bearer form and any limitations imposed thereon;
(n) the priority of such series with respect to any other Series; (o) whether
such Series will be part of a group; and (p) any other terms of such Series.

         "Purchased Receivables" shall mean, with respect to an Initial
Account or Additional Account, the principal amounts shown on the Servicer's
records as amounts payable by the related Dealer (and interest accrued
thereon), from time to time in respect of advances made by CCC to such Dealer
prior to the Cut-Off Date or the applicable Additional Cut-Off Date, as the
case may be, or advances made by Chrysler to such Dealer and purchased by CCC
prior to the Cut-Off Date or the applicable Additional Cut-Off Date, as the
case may be, in each case to finance the acquisition of Vehicles by such
Dealer, in which an interest has been sold, transferred, assigned or otherwise
conveyed by CCC prior to the Cut-Off Date or the applicable Additional Cut-Off
Date, as the case may be, to any Person other than CFC, CARCO or the Trust.

         "Purchased Receivables Owners" shall mean any Person that has
acquired an interest in any Purchased Receivable other than CFC or CCC.

         "Purchase Price" shall mean, with respect to any Receivable for any
date on which such Receivable is to be purchased pursuant to Section 3.03, (a)
an amount equal to the amount payable by the Dealer in respect thereof as
reflected in the records of the Servicer as of the date of purchase plus (b)
interest accrued from the end of the last Collection Period in respect of
which interest on such Receivable was billed by the Servicer, at a per annum
rate of the Prime Rate plus 1.00%, based on the actual number of days elapsed
over a year of 360 days.

         "Rating Agency" shall mean, with respect to any outstanding Series or
Class, each statistical rating agency selected by the Seller to rate the
Investor Certificates of such Series or Class.

         "Rating Agency Condition" shall mean, with respect to any action,
that each Rating Agency shall have notified the Seller, the Servicer and the
Trustee in writing that such action will not result in a reduction or
withdrawal of the rating of any outstanding Series or Class with respect to
which it is a Rating Agency.

         "Reassignment" shall have the meaning specified in Section 2.07(c).

         "Receivables" shall mean, with respect to an Account, all amounts
shown on the Servicer's records as amounts payable by the related Dealer, from
time to time in respect of advances made by CCC to such Dealer or advances
made by Chrysler to such Dealer and purchased by CCC, in each case to finance
the acquisition of Vehicles by such Dealer, together with the group of
writings evidencing such amounts and the security interest created in
connection therewith. Receivables which become Defaulted Receivables shall not
be shown on the Servicer's records as amounts payable (and will cease to be
included as Receivables) on the day on which they become Defaulted
Receivables. Receivables which CCC is unable to transfer to the Seller
pursuant to the Receivables Purchase Agreement or which the Seller is, unable
to transfer to the Trust as provided in Section 2.06(b) and Receivables which
arise in Designated Accounts from and after the related Removal Commencement
Date shall not be included in calculating the amount of Receivables.
Notwithstanding anything to the contrary in this Agreement, Purchased
Receivables and Fleet Receivables shall not be deemed to be Receivables for
the purposes of this Agreement.

         "Receivables Purchase Agreement" shall mean the agreement between CCC
and the Seller, in substantially the form attached hereto as Exhibit I, dated
as of the date, hereof, governing the terms and conditions upon which the
Seller is acquiring the initial Receivables transferred to the Trust on the
Closing Date and all Receivables acquired thereafter, as the same may from
time to time be amended, modified or otherwise supplemented.

         "Record Date" shall mean, with respect to any Distribution Date, the
close of business on the day preceding such Distribution Date.

         "Recoveries" on any Determination Date shall mean all amounts
received, including Insurance Proceeds, by the Servicer during the Collection
Period immediately preceding such Determination Date with respect to
Receivables which have previously become Defaulted Receivables.

         "Registered Certificateholder" shall mean the Holder of a Registered
Certificate.

         "Registered Certificates" shall have the meaning specified in Section
6.01.

         "Related Documents" shall mean, collectively, the Receivables
Purchase Agreement, the Subordinated Note and, with respect to any Series, any
applicable Enhancement Agreement.

         "Removal Commencement Date" shall have the meaning specified in
Section 2.07(b).

         "Removal Date" shall have the meaning specified in Section 2.07(b).

         "Removal Notice" shall have the meaning specified in Section 2.07(b).

         "Removed Account" shall have the meaning specified in Section
2.07(c).

         "Required Participation Amount" shall mean, at any time of
determination, an amount equal to (a) the sum of the amounts for each Series
obtained by multiplying the Required Participation Percentage for such series
by the Initial Invested Amount for such series at such time plus (b) the Trust
Available Subordinated Amount on the immediately preceding Determination Date
(after giving effect to the allocations, distributions, withdrawals and
deposits to be made on the Distribution Date following such Determination
Date).

         "Required Participation Percentage" shall mean, with respect to any
Series, the percentage specified therefor in the related Supplement.

         "Requirements of Law" for any Person shall mean the certificate of
incorporation and by-laws or other organizational or governing documents of
such Person, and any law, treaty, rule or regulation, or determination of an
arbitrator or Governmental Authority, in each case applicable to or binding
upon such Person or to which such Person is subject, whether Federal, state or
local (including usury laws and the Federal Truth in Lending Act).

         "Responsible Officer" shall mean the Chairman or any Vice Chairman of
the Board of Directors or Trustees of the Trustee, the Chairman or Vice
Chairman of the Executive or Standing Committee of the Board of Directors or
Trustees of the Trustee, the President, any Executive Vice President, Senior
Vice President, Vice President, any Assistant Vice President, the Secretary,
any Assistant Secretary, the Treasurer, any Assistant Treasurer, the Cashier,
any Assistant or Deputy Cashier, any Trust Officer or Assistant Trust Officer,
the Controller and any Assistant Controller or any other officer of the
Trustee customarily performing functions similar to those performed by any of
the above designated officers and also, with respect to a particular matter,
any other officer to whom such matter is referred because of such officer's
knowledge of and familiarity with the particular subject.

         "Seller" shall mean Chrysler Auto Receivables Company, a Delaware
corporation, and its successors in interest to the extent permitted hereunder.

         "Seller's Certificates" shall mean, collectively, the CARCO
Certificate and any outstanding Supplemental Certificates.

         "Seller's Interest" shall have the meaning specified in Section 4.01.

         "Seller's Participation Amount" shall mean, at any time of
determination, an amount equal to the Pool Balance at such time minus the
aggregate Invested Amounts for all outstanding Series at such time.

         "Series" shall mean any series of Investor Certificates.

         "Series Account" shall mean any deposit, trust, escrow, reserve or
similar account maintained for the benefit of the Investor Certificateholders
of any Series or class, as specified in any Supplement.

         "Series Adjusted Invested Amount" shall mean, with respect to any
outstanding series and for any Collection Period, the sum of (a) the Initial
Invested Amount of the Investor Certificates of such Series on the
Determination Date occurring in such Collection Period (after giving effect to
any changes therein to be made on the following Distribution Date pursuant to
the applicable Supplement) after subtracting therefrom the excess, if any, of
the cumulative amount (calculated in accordance with the terms of the related
Supplement) of investor charge-offs for such Series as of the last day of the
immediately preceding Collection Period over the aggregate reimbursement of
such investor charge-offs as of such last day, and (b) the Available
Subordinated Amount, if any, with respect to such Series, on the Determination
Date occurring in such Collection Period (after giving effect to the
allocations, distributions, withdrawals and deposits to be made on the
Distribution Date following such Determination Date pursuant to the applicable
Supplement) (or the initial Available Subordinated Amount with respect to any
Collection Period occurring prior to the first Determination Date following
the related Series Issuance Date).

         "Series Allocable Defaulted Amount" shall mean, with respect to any
Series and for any Collection Period, the product of the Series Allocation
Percentage and the Defaulted Amount with respect to such Collection Period.

         "Series Allocable Non-Principal Collections" shall mean, with respect
to any Series and for any Collection Period, the product of the Series
Allocation Percentage and the amount of Collections of Non-Principal
Receivables deposited in the Collection Account for such Collection Period.

         "Series Allocable Principal Collections" shall mean, with respect to
any Series and for any Collection Period, the product of the Series Allocation
Percentage and the amount of Collections of Principal Receivables deposited in
the Collection Account for such Collection Period.

         "Series Allocable Miscellaneous Payments" shall mean, with respect to
any Series and for any Collection Period, the product of the Series Allocation
Percentage and the amount of Miscellaneous Payments for such Collection
Period.

         "Series Allocation Percentage" shall mean, with respect to any Series
and for any Collection Period, the percentage equivalent of a fraction, the
numerator of which is the Series Adjusted Invested Amount for such Collection
Period and the denominator of which is the Trust Adjusted Invested Amount for
such Collection Period.

         "Series Cut-Off Date" shall mean, with respect to any Series, the
date specified as such in the related Supplement.

         "Series Issuance Date" shall mean, with respect to any Series, the
date on which the Investor Certificates of such Series are to be originally
issued in accordance with Section 6.03 and the related Supplement.

         "Service Default" shall have the meaning specified in Section 10.01.

         "Service Transfer" shall have the meaning specified in Section 10.01.

         "Servicer" shall initially mean CCC, in its capacity as Servicer
under this Agreement, and after any Service Transfer, the Successor Servicer.

         "Servicing Fee" shall have the meaning specified in Section 3.02.

         "Servicing Officer" shall mean any officer of the Servicer involved
in, or responsible for, the administration and servicing of the Receivables
whose name appears on a list of servicing officers furnished to the Trustee by
the Servicer as such list may from time to time be amended.

         "Standard & Poor's" shall mean Standard & Poor's Corporation or its
successor.

         "Subordinated Note" shall mean the subordinated note of the Seller
the form of which is attached hereto as Exhibit J.

         "Successor Servicer" shall have the meaning specified in Section
10.02(a).

         "Supplement" shall mean, with respect to any Series, a Supplement to
this Agreement, executed and delivered in connection with the original
issuance of the Investor Certificates of such Series pursuant to Section 6.03,
and all amendments thereof and supplements thereto.

         "Supplemental Certificate" shall have the meaning specified in
Section 6.03.

         "Tax Opinion" shall mean, with respect to any action, an opinion of
Counsel to the effect that, for Federal income and Michigan state income and
single business tax purposes, (a) other than in the case of a Designated
Affiliate Transfer, such action will not adversely affect the characterization
of the Investor Certificates of any outstanding Series or Class as debt of
CARCO (or, in the case of Section 7.04(b)(iv), following a Designated
Affiliate Transfer, the Investor Certificates of all outstanding Series will
be characterized as debt of the Designated Affiliate), (b) such action will
not cause or constitute a taxable event with respect to any Investor
Certificateholders or the Trust and (c) in the case of Section 6.03(b), the
Investor certificates of the new Series will be characterized as debt of
CARCO.

         "Termination Date" shall mean, with respect to any Series, the
termination date specified in the related Supplement.

         "Termination Notice" shall have the meaning specified in Section
10.01.

         "Termination Proceeds" shall have the meaning specified in section
12.02(c).

         "Transfer Agent and Registrar" shall have the meaning specified in
Section 6.04.

         "Transfer Date" shall have the meaning specified in Section 2.01.

         "Transfer Deposit Amount" shall mean, with respect to any Receivable
reassigned or assigned to the Seller or the Servicer, as applicable, pursuant
to Section 2.04 (c) or Section 3.03, the amounts specified in such Sections.

         "Trust" shall mean the CARCO Auto Loan Master Trust created by this
Agreement, the corpus of which shall consist of the Trust Assets.

         "Trust Adjusted Invested Amount" shall mean, at any time of
determination, the sum of the Series Adjusted Invested Amounts for all
outstanding Series at such time.

         "Trust Assets" shall have the meaning specified in Section 2.01.

         "Trust Available Subordinated Amount" shall mean, at any time of
determination, the sum of the Available Subordinated Amounts, if any, for all
outstanding Series at such time.

         "Trustee" shall mean Manufacturers and Traders Trust Company, or its
successor in interest, or any successor trustee appointed as herein provided.

         "Trust Incremental Subordinated Amount" on any Determination Date
shall mean the excess, if any, of (a) the sum of the Overconcentration Amount,
the Installment Balance Amount and the Ineligible Amount, in each case, on
such Determination Date over (b) the Incremental Default Amount for such
Determination Date.

         "Trust Termination Date" shall have the meaning specified in Section
12.01.

         "UCC" shall mean the Uniform Commercial Code, as amended from time to
time, as in effect in any specified jurisdiction.

         "Used Vehicle" shall mean any Vehicle held for sale by a Dealer that
is determined to be a "used" Vehicle in accordance with the Servicer's
standard wholesale servicing practices.

         "Vehicle" shall mean an automobile or light-duty truck.

         "Vice President" when used with respect to the Seller, Servicer and
CFC shall mean any vice president whether or not designated by a number or
word or words added before or after the title "vice president".

         SECTION 1.02. Other Definitional Provisions. (a) All terms defined in
this Agreement shall have the defined meanings when used in any certificate or
other document made or delivered pursuant hereto unless otherwise defined
therein.

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

         (c) The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole
and not to any particular provision of this Agreement; Section, Schedule and
monies due or to become due and all amounts received with respect thereto and
all proceeds (including "proceeds" as defined in Section 9-306 of the UCC as
in effect in the State of Michigan and Recoveries) thereof. Such property,
together with all monies on deposit in, and Eligible Investments credited to,
the Collection Account or any Series Account, any Enhancements and the
Collateral Security with respect to the Receivables shall collectively
constitute the assets of the Trust (the "Trust Assets"). The foregoing sale,
transfer, assignment, set-over and conveyance and any subsequent sales,
transfers, assignments, set-overs and conveyances do not constitute, and are
not intended to result in, the creation or an assumption by the Trust, the
Trustee, any Agent or any Beneficiary of any obligation of the Servicer, CCC,
CFC, the Seller, Chrysler or any other Person in connection with the Accounts,
the Receivables or under any agreement or instrument relating thereto,
including any obligation to any Dealers.

         In connection with such sales, the Seller agrees to record and file,
at its own expense, a financing statement on form UCC-1 (and continuation
statements when applicable) with respect to the Receivables now existing and
hereafter created for the sale of chattel paper (as defined in Section 9-105
of the UCC as in effect in any state where the Seller's or the Servicer's
chief executive offices or books and records relating to the Receivables are
located) meeting the requirements of applicable state law in such manner and
in such jurisdictions as are necessary to perfect the sale and assignment of
the Receivables and the Collateral Security to the Trust, and to deliver a
file-stamped copy of such financing statements or other evidence of such
filing to the Trustee on or prior to the first Closing Date, in the case of
the Initial Accounts, and (if any additional filing is so necessary) the
applicable Addition Date, in the case of Additional Accounts. The Trustee
shall be under no obligation whatsoever to file such financing statement, or a
continuation statement to such financing statement, or to make any other
filing under the UCC in connection with such sales.

         In connection with such sales, the Seller further agrees, at its own
expense, on or prior to the first Closing Date, in the case of the Initial
Accounts, the applicable Addition Date, in the case of Additional Accounts,
and the applicable Removal Commencement Date, in the case of Removed Accounts,
(a) to indicate in its computer files and to cause CCC and CFC to indicate in
their computer files as required by the Receivables Purchase Agreement, that
the Receivables Exhibit references contained in this Agreement are references
to Sections, Schedules and Exhibits in or to this Agreement unless otherwise
specified; and the term "including" shall mean "including without limitation".

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

                                  ARTICLE II

                           Conveyance of Receivables

         SECTION 2.01. Conveyance of Receivables. By execution of this
Agreement, the Seller does hereby sell, transfer, assign, set over and
otherwise convey, without recourse (except as expressly provided herein), to
the Trust for the benefit of the Certificateholders and the other
Beneficiaries on the first Closing Date, in the case of the Initial Accounts,
and on the applicable Addition Date, in the case of Additional Accounts, (a)
all of its right, title and interest in, to and under the Receivables in each
Account and all Collateral Security with respect thereto owned by the Seller
at the close of business on the Cut-Off Date, in the case of the Initial
Accounts, and on the applicable Additional Cut-Off Date, in the case of
Additional Accounts, and all monies due or to become due and all amounts
received with respect thereto and all proceeds (including "proceeds" as
defined in Section 9-306 of the UCC as in effect in the State of Michigan and
Recoveries) thereof and (b) all of the Seller's rights, remedies, powers and
privileges with respect to such Receivables under the Receivables Purchase
Agreement. As of each Business Day prior to the earlier of (i) the occurrence
of an Early Amortization Event specified in Section 9.01(b), (c), (d) or (e)
and (ii) the Trust Termination Date, on which Receivables are created in the
Accounts (a "Transfer Date"), the Seller does hereby sell, transfer, assign,
set over and otherwise convey, without recourse (except as expressly provided
herein), to the Trust for the benefit of the Certificateholders and the other
Beneficiaries, all of its right, title and interest into and under the
Receivables in each Account (other than any Receivables created in any
Designated Account from and after the applicable Removal Commencement Date)
and all Collateral Security with respect thereto owned by the Seller at the
close of business on such Transfer Date and not theretofore conveyed to the
Trust, all created in connection with the Accounts (other than Removed
Accounts) have been sold, and the Collateral Security assigned, to the Seller
in accordance with the Receivables Purchase Agreement and sold to the Trust
pursuant to this Agreement for the benefit of the Certificateholders and the
other Beneficiaries and (b) to deliver to the Trustee (or cause CCC to do so)
a computer file or microfiche or written list containing a true and complete
list of all such Accounts (other than Removed Accounts) specifying for each
such Account, as of the Cut-Off Date, in the case of the Initial Accounts, and
the applicable Additional Cut-Off Date, in the case of Additional Accounts,
(i) its account number, (ii) the aggregate amount of Receivables outstanding
in such Account and (iii) the aggregate amount of Principal Receivables in
such Account. Such file or list, as supplemented from time to time to reflect
Additional Accounts and Removed Accounts, shall be marked as Schedule 1 to
this Agreement and is hereby incorporated into and made a part of this
Agreement. The Trustee shall be under no obligation whatsoever to verify the
accuracy or completeness of the information contained in Schedule 1 from time
to time.

         SECTION 2.02. Acceptance by Trustee. (a) The Trustee hereby
acknowledges its acceptance, on behalf of the Trust, of all right, title and
interest previously held by the Seller to the property, now existing and
hereafter created, conveyed to the Trust pursuant to Section 2.01 and declares
that it shall maintain such right, title and interest, upon the trust herein
set forth, for the benefit of the Certificateholders and the other
Beneficiaries. The Trustee further acknowledges that, prior to or
simultaneously with the execution and delivery of this Agreement, the Seller
delivered to the Trustee the computer file or microfiche or written list
relating to the Initial Accounts described in the last paragraph of Section
2.01.

         (b) The Trustee shall have no power to create, assume or incur
indebtedness or other liabilities in the name of the Trust other than as
contemplated in this Agreement.

         SECTION 2.03. Representations and Warranties of the Seller Relating
to the Seller and the Agreement. The Seller hereby represents and warrants to
the Trust as of each Closing Date that:

          (a) Organization and Good Standing. The Seller is a corporation duly
     organized and validly existing and in good standing under the law of the
     State of Delaware and has, in all material respects, full corporate
     power, authority and legal right to own its properties and conduct its
     business as such properties are presently owned and such business is
     presently conducted, and to execute, deliver and perform its obligations
     under this Agreement and to execute and deliver to the Trustee pursuant
     hereto the Certificates.

          (b) Due Qualification. The Seller is duly qualified to do business
     and, where necessary, is in good standing as a foreign corporation (or is
     exempt from such requirement) and has obtained all necessary licenses and
     approvals in each jurisdiction in which the conduct of its business
     requires such qualification except where the failure to so qualify or
     obtain licenses or approvals would not have a material adverse effect on
     its ability to perform its obligations hereunder.

          (c) Due Authorization. The execution and delivery of this Agreement
     and the applicable Supplement and the Related Documents and the execution
     and delivery to the Trustee of the Certificates by the Seller and the
     consummation of the transactions provided for or contemplated by this
     Agreement and the applicable Supplement and the Related Documents, have
     been duly authorized by the Seller by all necessary corporate action on
     the part of the Seller.

          (d) No Conflict. The execution and delivery of this Agreement, the
     applicable Supplement, the Related Documents and the Certificates, the
     performance of the transactions contemplated by this Agreement and the
     applicable Supplement and the Related Documents and the fulfillment of
     the terms hereof and thereof, will not conflict with, result in any
     breach of any of the material terms and provisions of, or constitute
     (with or without notice or lapse of time or both) a material default
     under, any indenture, contract, agreement, mortgage, deed of trust, or
     other instrument to which the Seller is a party or by which it or its
     properties are bound.

          (e) No Violation. The execution and delivery of this Agreement, the
     applicable Supplement, the Related Documents and the Certificates, the
     performance of the transactions contemplated by this Agreement and the
     applicable Supplement and the Related Documents and the fulfillment of
     the terms hereof and thereof applicable to the Seller, will not conflict
     with or violate any material Requirements of Law applicable to the
     Seller.

          (f) No Proceedings. There are no proceedings or, to the best
     knowledge of the Seller, investigations pending or threatened against the
     Seller before any Governmental Authority (i) asserting the invalidity of
     this Agreement, the applicable Supplement, any of the Related Documents
     or the Certificates, (ii) seeking to prevent the issuance of the
     Certificates or the consummation of any of the transactions contemplated
     by this Agreement and the applicable Supplement or the Related Documents,
     (iii) seeking any determination or ruling that, in the reasonable
     judgment of the Seller, would materially and adversely affect the
     performance by the Seller of its obligations under this Agreement and the
     applicable Supplement or the Related Documents, (iv) seeking any
     determination or ruling that would materially and adversely affect the
     validity or enforceability of this Agreement and the applicable
     Supplement, the Related Documents or the Certificates or (v) seeking to
     affect adversely the income tax attributes of the Trust under the United
     States Federal or any State income, single business or franchise tax
     systems.

          (g) All Consents Required. All appraisals, authorizations, consents,
     orders, approvals or other actions of any Person or of any governmental
     body or official required in connection with the execution and delivery
     of this Agreement, the applicable Supplement, the Related Documents and
     the Certificates, the performance of the transactions contemplated by
     this Agreement, the applicable Supplement and any of the Related
     Documents, and the fulfillment of the terms hereof and thereof, have been
     obtained.

          (h) Enforceability. This Agreement and the applicable Supplement and
     the Related Documents each constitutes a legal, valid and binding
     obligation of the Seller enforceable against the Seller in accordance
     with its terms, except as such enforceability may be limited by
     applicable bankruptcy, insolvency, reorganization, moratorium or other
     similar laws now or hereafter in effect affecting the enforcement of
     creditors' rights in general and except as such enforceability may be
     limited by general principles of equity (whether considered in a suit at
     law or in equity).

          (i) Record of Accounts. As of the first Closing Date, in the case of
     the Initial Accounts, as of the applicable Addition Date, in the case of
     the Additional Accounts, and, as of the applicable Removal Commencement
     Date, in the case of Designated Accounts, Schedule 1 to this Agreement is
     an accurate and complete listing in all material respects of all the
     Accounts as of the Cut-Off Date, the applicable Additional Cut-Off Date
     or the applicable Removal Commencement Date, as the case may be, and the
     information contained therein with respect to the identity of such
     Accounts and the Receivables existing thereunder is true and correct in
     all material respects as of the Cut-Off Date, such applicable Additional
     Cut-Off Date or such Removal Commencement Date, as the case may be.

          (j) Valid Transfer. This Agreement or, in the case of Additional
     Accounts, the related Assignment constitutes a valid sale, transfer and
     assignment to the Trust of all right, title and interest of the Seller in
     the Receivables and the Collateral Security and the proceeds thereof and
     all of the Seller's rights, remedies, powers and privileges with respect
     to the Receivables under the Receivables Purchase Agreement and, upon the
     filing of the financing statements described in Section 2.01 with the
     Secretary of State of the State of Michigan and, in the case of the
     Receivables hereafter created and the proceeds thereof, upon the creation
     thereof, the Trust shall have a first priority perfected ownership
     interest in such property, subject to the rights of the Purchased
     Receivables Owners in any Collateral Security in respect of the Partial
     Accounts (other than the Vehicles relating to Principal Receivables
     arising in the Partial Accounts), except for Liens permitted under
     Section 2.07(a). Except as otherwise provided in this Agreement, neither
     the Seller nor any Person claiming through or under the Seller has any
     claim to or interest in the Trust Assets.

         The representations and warranties set forth in this Section 2.03
shall survive the transfer and assignment of the Receivables to the Trust and
the issuance of the Certificates. Upon discovery by the Seller, the Servicer,
any Agent or the Trustee of a breach of any of the foregoing representations
and warranties, the party discovering such breach shall give prompt written
notice to the other parties, any Agent and to any Enhancement Providers.

         In the event of any breach of any of the representations and
warranties set forth in this Section 2.03 having a material adverse effect on
the interests of the Investor Certificateholders, then either the Trustee or
the Holders of Investor Certificates evidencing not less than a majority in
aggregate unpaid principal amount of all outstanding Investor Certificates, by
notice then given in writing to the Seller (and to the Trustee, any
Enhancement Providers and the Servicer if given by the Investor
Certificateholders), may direct the Seller to purchase the Certificateholders'
Interest within 60 days of such notice (or within such longer period as may be
specified in such notice), and the Seller shall be obligated to make such
purchase on a Distribution Date occurring within such 60-day period on the
terms and conditions set forth below; provided, however, that no such purchase
shall be required to be made if, by the end of such 60-day period (or such
longer period as may be specified), the representations and warranties set
forth in this Section 2.03 shall be satisfied in all material respects, and
any material adverse effect on the Certificateholders' Interest caused thereby
shall have been cured.

         The Seller shall deposit in the Collection Account in immediately
available funds on the Business Day preceding such Distribution Date, in
payment for such purchase, an amount equal to the sum of the amounts specified
therefor with respect to each outstanding Series in the related Supplement.
Notwithstanding anything to the contrary in this Agreement, such amounts shall
be distributed to the Investor Certificateholders on such Distribution Date in
accordance with Article IV and the terms of each Supplement. If the Trustee or
the Investor Certificateholders give notice directing the Seller to purchase
the Certificateholders' Interest as provided above, the obligation of the
Seller to purchase the Certificateholders' Interest pursuant to this Section
2.03 shall constitute the sole remedy respecting an event of the type
specified in the first sentence of this Section 2.03 available to the Investor
Certificateholders (or the Trustee on behalf of the Investor
Certificateholders).

         SECTION 2.04. Representations and Warranties of the Seller Relating
to the Receivables. (a) Representations and Warranties. The Seller hereby
represents and warrants to the Trust that:

          (i) Each Receivable and all Collateral security existing on the
     first Closing Date or, in the case of Additional Accounts, on the
     applicable Addition Date, and on each Transfer Date, has been conveyed to
     the Trust free and clear of any Lien, subject to the rights of the
     Purchased Receivables Owners in any Collateral Security in respect of the
     Partial Accounts (other than the Vehicles relating to Principal
     Receivables arising in the Partial Accounts).

          (ii) With respect to each Receivable and all Collateral Security
     existing on the first Closing Date or, in the case of Additional
     Accounts, on the applicable Addition Date, and on each Transfer Date, all
     consents, licenses, approvals or authorizations of or registrations or
     declarations with any Governmental Authority required to be obtained,
     effected or given by the Seller in connection with the conveyance of such
     Receivable or Collateral Security to the Trust have been duly obtained,
     effected or given and are in full force and effect.

          (iii) On the Cut-Off Date and each Closing Date, each Initial
     Account is an Eligible Account and, in the case of Additional Accounts,
     on the applicable Additional Cut-Off Date and each subsequent Closing
     Date, each such Additional Account is an Eligible Account.

          (iv) On the first Closing Date, in the case of the Initial Accounts,
     and, in the case of the Additional Accounts; on the applicable Additional
     Cut-Off Date, and on each Transfer Date, each Receivable conveyed to the
     Trust on such date is an Eligible Receivable or, if such Receivable is
     not an Eligible Receivable, such Receivable is conveyed to the Trust in
     accordance with Section 2.09.

         (b) Notice of Breach. The representations and warranties set forth in
this Section 2.04 shall survive the transfer and assignment of the Receivables
to the Trust and the issuance of the Certificates. Upon discovery by the
Seller, the Servicer, any Agent or the Trustee of a breach of any of the
representations and warranties set forth in this Section 2.04, the party
discovering such breach shall give prompt written notice to the other parties
and to any Enhancement Providers.

         (c) Reassignment. In the event any representation or warranty under
Section 2.04 (a) is not true and correct as of the date specified therein with
respect to any Receivable or Account and such breach has a material adverse
effect on the Certificateholders' Interest in any such Receivable or Account,
then, within 30 days (or such longer period as may be agreed to by the
Trustee) of the earlier to occur of the discovery of any such event by the
Seller or the Servicer, or receipt by the Seller or the Servicer of written
notice of any such event given by the Trustee, any Agent or any Enhancement
Providers, the Seller shall accept a reassignment of such Receivable or, in
the case of such an untrue representation or warranty with respect to an
Account, all Receivables in such Account, on the Determination Date
immediately succeeding the day of such discovery or notice on the terms and
conditions set forth in the next succeeding paragraph; provided, however, that
no such reassignment shall be required to be made with respect to such
Receivable if, by the end of such 30-day period (or such longer period as may
be agreed to by the Trustee), the breached representation or warranty shall
then be true and correct in all material respects and any material adverse
effect caused thereby shall have been cured.

         The Seller shall accept a reassignment of each such Receivable by
directing the Servicer to deduct, subject to the next sentence, the principal
amount of such Receivables from the Pool Balance on or prior to the end of the
Collection Period in which such reassignment obligation arises. If, following
such deduction, the Seller's Participation Amount would be less than the Trust
Available Subordinated Amount on the immediately preceding Determination Date
(after giving effect to the allocations, distributions, withdrawals and
deposits to be made on the Distribution Date following such Determination
Date), then not later than 12:00 noon on the day on which such reassignment
occurs, the Seller shall deposit in the Collection Account in immediately
available funds the amount (the "Transfer Deposit Amount") by which the
Seller's Participation Amount would be less than such Trust Available
Subordinated Amount (up to the principal amount of such Receivables); provided
that if the Transfer Deposit Amount is not deposited as required by this
sentence, then the principal amounts of such Receivables shall only be
deducted from the Pool Balance to the extent that the Seller's Participation
Amount is not reduced below the Trust Available Subordinated Amount and the
Receivables the principal amounts of which have not been so deducted shall not
be reassigned to the Seller and shall remain part of the Trust. Upon
reassignment of any such Receivable, but only after payment by the Seller of
the Transfer Deposit Amount, if any, the Trust shall automatically and without
further action be deemed to sell, transfer, assign, set over and otherwise
convey to the Seller, without recourse, representation or warranty, all the
right, title and interest of the Trust in and to such Receivable, all
Collateral Security and all moneys due or to become due with respect thereto
and all proceeds thereof. The Trustee shall execute such documents and
instruments of transfer or assignment and take such other actions as shall
reasonably be requested by the Seller to effect the conveyance of such
Receivables pursuant to this Section. The obligation of the Seller to accept a
reassignment of any such Receivable and to pay any related Transfer Deposit
Amount shall constitute the sole remedy respecting the event giving rise to
such obligation available to Certificateholders (or the Trustee on behalf of
Certificateholders).

         SECTION 2.05. Addition of Accounts. (a) If, as of the close of
business on the last day of any Collection Period, (i) the Pool Balance on
such day is less than the Required Participation Amount as of the following
Distribution Date (after giving effect to the allocations, distributions,
withdrawals and deposits to be made on such Distribution Date), or (ii) the
result obtained by multiplying (x) the Seller's Participation Amount as of the
following Distribution Date (after giving effect to the allocations,
distributions, withdrawals and deposits to be made on such Distribution Date),
by (y) the percentage equivalent of the portion of the Seller's Interest
represented by the CARCO Certificate, is less than 2% of the Pool Balance on
such last day, then the Seller shall, within 10 Business Days following the
end of such Collection Period, designate and transfer to the Trust the
Receivables (and the related Collateral Security) of additional Eligible
Accounts of the Seller to be included as Accounts in a sufficient amount such
that after giving effect to such addition (i) the Pool Balance as of the close
of business on the Addition Date is at least equal to such Required
Participation Amount or (ii) the result obtained by multiplying (x) such
Seller's Participation Amount by (y) the percentage equivalent of the portion
of the Seller's Interest represented by the CARCO Certificate, is at least
equal to 2% of such Pool Balance, as the case may be. The Seller shall satisfy
the conditions specified in Section 2.05(d) in designating such Additional
Accounts and conveying the related Receivables to the Trust. The failure of
the Seller to transfer Receivables to the Trust as provided in this paragraph
solely as a result of the unavailability of a sufficient amount of Eligible
Receivables shall not constitute a breach of this Agreement; provided,
however, that any such failure will nevertheless result in the occurrence of
an Early Amortization Event described in Section 9.01(a).

         (b) The Seller may from time to time, at its sole discretion, subject
to the conditions specified in paragraph (d) below, voluntarily designate
additional Eligible Accounts (including Partial Accounts) to be included as
Accounts and transfer to the Trust the Receivables (and the related Collateral
Security) of such Additional Accounts.

         (c) Receivables and Collateral Security from such Additional Accounts
shall be sold to the Trust effective on a date (the "Addition Date") specified
in a written notice provided by the Seller (or the Servicer on its behalf) to
the Trustee, the Rating Agencies, any Agent and any Enhancement Providers
specifying the Additional Cut-Off Date and the Addition Date for such
Additional Accounts (the "Addition Notice") on or before the fifth Business
Day but not more than the 30th day prior to the related Addition Date (the
"Notice Date"). The Addition Notice shall also specify whether any such
Additional Accounts are Partial Accounts.

         (d) The Seller shall be permitted to convey to the Trust the
Receivables and all Collateral Security related thereto in any Additional
Accounts designated by the Seller as such pursuant to Section 2.05(a) or (b)
only upon satisfaction of each of the following conditions on or prior to the
related Addition Date:

          (i) the Seller shall have provided the Trustee, any Agent, the
     Rating Agencies and any Enhancement Providers with a timely Addition
     Notice;

          (ii) such Additional Accounts shall all be Eligible Accounts;

          (iii) the Seller shall have delivered to the Trustee a duly executed
     written assignment (including an acceptance by the Trustee) in
     substantially the form of Exhibit B (the "Assignment") and the computer
     file or microfiche or written list required to be delivered pursuant to
     Section 2.01;

          (iv) the Seller shall, to the extent required by Section 4.03, have
     deposited in the Collection Account all Collections with respect to such
     Additional Accounts since the Additional Cut-Off Date;

          (v) (A) no selection procedures believed by the Seller to be adverse
     to the interests of the Beneficiaries were used in selecting such
     Additional Accounts; (B) the list of Additional Accounts delivered
     pursuant to clause (iii) above is true and correct in all material
     respects as of the Additional Cut-Off Date and (C) as of each of the
     Notice Date and the Addition Date, neither CFC, CCC, nor the Seller were
     insolvent nor will any of them have been made insolvent by such transfer
     nor are any of them aware of any pending insolvency;

          (vi) the Rating Agency Condition shall have been satisfied with
     respect to such addition;

          (vii) the addition of the Receivables arising in such Additional
     Accounts shall not result in the occurrence of an Early Amortization
     Event;

          (viii) the Seller shall have delivered to the Trustee and any
     Enhancement Providers a certificate of a Vice President or more senior
     officer confirming (A) the items set forth in paragraphs (ii) through
     (vii) above and (B) that the Seller reasonably believes that the addition
     of the Receivables arising in such Additional Accounts will not result in
     the occurrence of an Early Amortization Event; and

          (ix) on or before each Addition Date, the Seller shall have
     delivered to the Trustee and any Enhancement Providers (A) an Opinion of
     Counsel with respect to the Receivables in the Additional Accounts
     substantially in the form of Exhibit G-2 and (B) except in the case of an
     addition required by Section 2.05(a), a Tax Opinion with respect to such
     addition.

          (e) The Seller hereby represents and warrants as of the applicable
     Addition Date as to the matters set forth in Section 2.05(d)(v). Upon
     discovery by the Seller, the Servicer, any Agent, the Trustee or any
     Enhancement Providers of a breach of the foregoing representations and
     warranties, the party discovering the breach shall give prompt written
     notice to the other parties, to any Agent and to any Enhancement
     Providers.

         SECTION 2.06. Covenants of the Seller. The Seller hereby covenants
that:

          (a) No Liens. Except for the conveyances hereunder or as provided in
     Section 6.03(c), the Seller will not sell, pledge, assign or transfer to
     any other Person, or grant, create, incur, assume or (subject to the
     rights of the Purchased Receivables owners with respect to the Collateral
     Security arising in the Partial Accounts (other than the Vehicles
     relating to any Principal Receivables)) suffer to exist any Lien on, any
     Receivable or any Collateral Security, whether now existing or hereafter
     created, or any interest therein, or the Seller's rights, remedies,
     powers or privileges with respect to the Receivables under the
     Receivables Purchase Agreement, or the Seller's Interest or the Seller's
     Certificates and the Seller shall defend the right, title and interest of
     the Trust in, to and under the Receivables and the Collateral Security,
     whether now existing or hereafter created, and such rights, remedies,
     powers and privileges, against all claims of third parties claiming
     through or under the Seller.

          (b) Account Allocations. In the event that the Seller is unable for
     any reason to transfer Receivables to the Trust, then the Seller agrees
     that it shall allocate, after the occurrence of such event, payments on
     each Account with respect to the principal balance of such Account first
     to the oldest principal balance of such Account and to have such payments
     applied as Collections in accordance with the terms of this Agreement;
     provided, however, that, in the case of Partial Accounts, Collections of
     Principal Receivables shall be allocated to the Principal Receivables to
     which such Collections relate. The parties hereto agree that
     Non-Principal Receivables, whenever created, accrued in respect of
     Principal Receivables which have been conveyed to the Trust shall
     continue to be a part of the Trust notwithstanding any cessation of the
     transfer of additional Principal Receivables to the Trust and Collections
     with respect thereto shall continue to be allocated and paid in
     accordance with the terms of this Agreement.

          (c) Delivery of Collections. In the event that the Seller, CCC or
     any Affiliate thereof receives payments in respect of Receivables, the
     Seller and CCC agree to pay or cause to be paid to the Servicer or any
     Successor Servicer all payments received thereby in respect of the
     Receivables as soon as practicable after receipt thereof, but in no event
     later than two Business Days after the receipt by the Seller, CCC or any
     Affiliate thereof.

          (d) Notice of Liens. The Seller shall notify the Trustee promptly
     after becoming aware of any Lien on any Receivable other than the
     conveyances hereunder.

          (e) Compliance with Law. The Seller hereby agrees to comply in all
     material respects with all Requirements of Law applicable to the Seller.

          (f) Activities of the Seller. The Seller will not engage in any
     business or activity of any kind or enter into any transaction other than
     (x) the businesses, activities and transactions contemplated and
     authorized by this Agreement or the Related Documents or (y) the business
     of acquiring, selling or financing wholesale and retail receivables and
     related activities and transactions (such businesses, activities and
     transactions, collectively, "Permitted Transactions").

          (g) Indebtedness. The Seller will not create, incur or assume any
     indebtedness or issue any securities or sell or transfer any receivables
     to a trust or other Person which issues securities in respect of any such
     receivables, unless (i) any such indebtedness or securities have no
     recourse to any assets of the Seller other than the specified assets to
     which such indebtedness or securities relate and (ii) the Rating Agency
     Condition shall have been satisfied in connection therewith prior to the
     incurrence or issuance thereof.

          (h) Guarantees. The Seller will not become or remain liable,
     directly or contingently, in connection with any indebtedness or other
     liability of any other Person, whether by guarantee, endorsement (other
     than endorsements of negotiable instruments for deposit or collection in
     the ordinary course of business), agreement to purchase or purchase,
     agreement to supply or advance funds, or otherwise, except in connection
     with Permitted Transactions and unless the Rating Agency Condition shall
     have been satisfied with respect thereto.

          (i) Investments. The Seller will not make or suffer to exist any
     loans or advances to, or extend any credit to, or make any investments
     (by way of transfer of property, contributions to capital purchase of
     stock or securities or evidences of indebtedness, acquisition of the
     business or assets, or otherwise) in, any Affiliate, unless prior thereto
     the Rating Agency Condition shall have been satisfied with respect
     thereto; provided, however, that the Seller shall not be prohibited under
     this Section 2.06(i) from declaring or paying any dividends in respect of
     its common stock.

          (j) Stock; Merger. The Seller will not (i) sell any shares of any
     class of its capital stock to any Person (other than CFC), or enter into
     any transaction of merger or consolidation unless (A) the surviving
     Person of such merger or consolidation assumes all of the Seller's
     obligations under this Agreement, (B) the Seller shall have given the
     Rating Agencies at least 10 days' prior notice and the Rating Agency
     Condition shall have been satisfied with respect to such transaction and
     (C) such merger or consolidation does not conflict with any provisions of
     the Certificate of Incorporation of the Seller, or (ii) terminate,
     liquidate or dissolve itself (or suffer any termination, liquidation or
     dissolution), or (iii) acquire or be acquired by any Person, or (iv)
     otherwise make (or suffer) any material change in the organization of or
     method of conducting its business.

          (k) Agreements. The Seller will not become a party to, or permit any
     of its properties to be bound by, any indenture, mortgage, instrument,
     contract, agreement, lease or other undertaking, except this Agreement,
     the Related Documents and any document relating to a Permitted
     Transaction, or amend or modify its certificate of Incorporation or
     cancel, terminate, amend, supplement, modify or waive any of the
     provisions of the Receivables Purchase Agreement or any of the other
     Related Documents or request, consent or agree to or suffer to exist or
     permit any such cancellation, termination, amendment, supplement,
     modification or waiver unless, in any such case, the Rating Agency
     Condition shall have been satisfied with respect thereto.

         SECTION 2.07. Removal of Eligible Accounts. (a) On each Determination
Date the Seller shall have the right to remove from the Trust Accounts in the
manner prescribed in Section 2.07(b).

         (b) To remove Accounts, the Seller (or the Servicer on its behalf)
shall take the following actions and make the following determinations:

          (i) not less than five Business Days prior to the Removal
     Commencement Date, furnish to the Trustee, any Agent, any Enhancement
     Providers and the Rating Agencies a written notice (the "Removal Notice")
     specifying the Determination Date (which may be the Determination Date on
     which such notice is given) on which removal of the Receivables of one or
     more Accounts will commence (a "Removal Commencement Date") and the
     Accounts the future generated Receivables of which are to be removed from
     the Trust (the "Designated Accounts");

          (ii) determine on the Removal Commencement Date with respect to such
     Designated Accounts the aggregate balance of Principal Receivables in
     respect of each such Designated Account (the "Designated Balance") and
     amend Schedule 1 by delivering to the Trustee a computer file or
     microfiche or written list containing a true and complete list of the
     Removed Accounts specifying for each such Account, as of the Removal
     Commencement Date, its account number, the aggregate amount of
     Receivables outstanding in such Account and the Designated Balance;

          (iii) from and after such Removal Commencement Date, cease to
     transfer to the Trust any and all Receivables arising in such Designated
     Accounts;

          (iv) from and after such Removal Commencement Date, allocate all
     Collections of Principal Receivables in respect of each such Designated
     Account, first to the oldest outstanding principal balance of such
     Designated Account, until the Determination Date on which the Designated
     Balance with respect to such Designated Account is reduced to zero (the
     "Removal Date");

          (v) on each Business Day from and after such Removal Commencement
     Date to and until the related Removal Date, allocate (A) to the Trust (to
     be further allocated pursuant to the terms of this Agreement), Defaulted
     Receivables and Collections of Non-Principal Receivables in respect of
     each Designated Account, based on the ratio of the aggregate amount of
     Principal Receivables in all Designated Accounts sold to the Trust on
     such Business Day to the total aggregate amount of Principal Receivables
     in all such Designated Accounts on such Business Day and (B) to the
     Seller, the remainder of the Defaulted Receivables and Collections of
     Non-Principal Receivables in all such Designated Accounts on such
     Business Day;

          (vi) represent and warrant that the removal of any such Eligible
     Account on any Removal Date shall not, in the reasonable belief of the
     Seller, cause an Early Amortization Event to occur or cause the Pool
     Balance to be less than the Required Participation Amount;

          (vii) represent and warrant that no selection procedures believed by
     the Seller to be adverse to the interests of the Beneficiaries were
     utilized in selecting the Designated Accounts;

          (viii) represent and warrant as of the Removal Date that the list of
     Removed Accounts delivered pursuant to clause (ii) above, as of the
     Removal Commencement Date, is true and complete in all material respects;

          (ix) represent and warrant that such removal will not result in a
     reduction or withdrawal of the rating of any outstanding Series or Class
     by the applicable Rating Agency;

          (x) deliver to the Trustee, each Rating Agency, any Agent and any
     Enhancement Providers a Tax Opinion, dated the Removal Commencement Date,
     with respect to such removal; and

          (xi) on or before the related Removal Commencement Date, deliver to
     the Trustee, any Agent and any Enhancement Providers an Officers'
     Certificate confirming the items set forth in clauses (vi) through (ix)
     above and confirming that the Seller reasonably believes that the removal
     of the Removed Accounts will not result in the occurrence of an Early
     Amortization Event; the Trustee may conclusively rely on such officers'
     Certificate and shall have no duty to make inquiries with regard to the
     matters set forth therein and shall incur no liability in so relying.

No Designated Accounts shall be so removed if such removal will result in a
reduction or withdrawal of the rating of any outstanding Series or Class by
the applicable Rating Agency.

         (c) Subject to Section 2.07(b), on the Removal Date with respect to
any such Designated Account, the Seller shall cease to allocate any
Collections therefrom in accordance with Section 2.07(b) and such Designated
Account shall be deemed removed from the Trust for all purposes (a "Removed
Account"). After the Removal Date and upon the written request of the
Servicer, the Trustee shall deliver to the Seller a reassignment in
substantially the form of Exhibit H (the "Reassignment").

         SECTION 2.08. Removal of Ineligible Accounts. (a) On any date on
which an Account becomes an Ineligible Account (which date shall be deemed to
be the Removal Commencement Date) the Seller shall commence removal of the
Receivables of such Ineligible Account in the manner prescribed in Section
2.08(b).

         (b) With respect to each Account that becomes an Ineligible Account,
the Seller (or the Servicer on its behalf) shall take the following actions
and make the following determinations:

          (i) furnish to the Trustee, any Agent and any Enhancement Providers
     a Removal Notice specifying the Removal Commencement Date and the
     Ineligible Accounts to be treated as Designated Accounts;

          (ii) determine on the Removal Commencement Date with respect to such
     Designated Accounts the Designated Balance with respect to each such
     Designated Account and amend Schedule 1 by delivering to the Trustee a
     computer file or microfiche or written list containing a true and
     complete list of the Removed Accounts specifying for each such Account,
     as of the Removal Commencement Date, its account number, the aggregate
     amount of Receivables outstanding in such Account and the Designated
     Balance;

          (iii) from and after such Removal Commencement Date, cease to
     transfer to the Trust any and all Receivables arising in such Designated
     Accounts:

          (iv) from and after such Removal Commencement Date, allocate
     Collections of Principal Receivables in respect of each Designated
     Account, first to the oldest outstanding principal balance of such
     Designated Account, until the Removal Date with respect thereto; and

          (v) on each Business Day from and after such Removal Commencement
     Date to and until the related Removal Date, allocate (A) to the Trust (to
     be further allocated pursuant to the terms of this Agreement), Defaulted
     Receivables and Collections of Non-Principal Receivables in respect of
     each Designated Account, based on the ratio of the aggregate amount of
     Principal Receivables in all Designated Accounts sold to the Trust on
     such Business Day to the total aggregate amount of Principal Receivables
     in all such Designated Accounts on such Business Day and (B) to the
     Seller, the remainder of the Defaulted Receivables and Collections of
     Non-Principal Receivables in all such Designated Accounts on such
     Business Day.

         (c) On the Removal Date with respect to any such Designated Account,
the Seller shall cease to allocate any Collections therefrom in accordance
herewith and such Designated Account shall be deemed a Removed Account. After
the Removal Date and upon the written request of the Servicer, the Trustee
shall deliver to the Seller a Reassignment.

         SECTION 2.09. Sale of Ineligible Receivables. The Seller shall sell
to the Trust on each Transfer Date any and all Receivables arising in any
Eligible Accounts that are Ineligible Receivables, provided that (a) on the
Cut-Off Date or, in the case of Receivables arising in Additional Accounts, on
the related Additional Cut-Off Date, and on the applicable Transfer Date, the
Account in which such Receivables arise is an Eligible Account and (b) the
Incremental Subordinated Amount is adjusted in accordance with the definition
of Incremental Subordinated Amount.

                                 ARTICLE III

                         Administration and Servicing
                                of Receivables

         SECTION 3.01. Acceptance of Appointment and Other Matters Relating to
the Servicer. (a) The Servicer shall service and administer the Receivables,
shall collect payments due under the Receivables and shall charge-off as
uncollectible Receivables, all in accordance with its customary and usual
servicing procedures for servicing wholesale receivables comparable to the
Receivables which the Servicer services for its own account and in accordance
with the Floorplan Financing Guidelines. The Servicer shall have full power
and authority, acting alone or through any party properly designated by it
hereunder, to do any and all things in connection with such servicing and
administration which it may deem necessary or desirable. Without limiting the
generality of the foregoing and subject to Section 10.01, the Servicer is
hereby authorized and empowered, unless such power and authority is revoked by
the Trustee on account of the occurrence of a Service Default pursuant to
Section 10.01, (i) to instruct the Trustee to make withdrawals and payments
from the Collection Account and any Series Account as set forth in this
Agreement, (ii) to instruct the Trustee to take any action required or
permitted under any Enhancement, (iii) to execute and deliver, on behalf of
the Trust for the benefit of the Certificateholders and the other
Beneficiaries, any and all instruments of satisfaction or cancellation, or of
partial or full release or discharge, and all other comparable instruments,
with respect to the Receivables and, after the delinquency of any Receivable
and to the extent permitted under and in compliance with applicable
Requirements of Law, to commence enforcement proceedings with respect to such
Receivables, (iv) to make any filings, reports, notices, applications,
registrations with, and seek any consents or authorizations from, the
Securities and Exchange Commission and any State securities authority on
behalf of the Trust as may be necessary or advisable to comply with any
Federal or State securities laws or reporting requirement, and (v) to delegate
certain of its servicing, collection, enforcement and administrative duties
hereunder with respect to the Accounts and the Receivables to any Person who
agrees to conduct such duties in accordance with the Floorplan Financing
Guidelines and this Agreement; provided, however, that the Servicer shall
notify the Trustee, the Rating Agencies, any Agent and any Enhancement
Providers in writing of any such delegation of its duties which is not in the
ordinary course of its business, that no delegation will relieve the Servicer
of its liability and responsibility with respect to such duties and that the
Rating Agency Condition shall have been satisfied with respect to any such
delegation. The Trustee shall furnish the Servicer with any powers of attorney
and other documents necessary or appropriate to enable the Servicer to carry
out its servicing and administrative duties hereunder.

         (b) In the event that the Seller is unable for any reason to transfer
Receivables to the Trust in accordance with the provisions of this Agreement
(including by reason of the application of the provisions of Section 9.02 or
any court of competent jurisdiction ordering that the Seller not transfer any
additional Principal Receivables to the Trust) then, in any such event, the
Servicer agrees (i) to give prompt written notice thereof to any Enhancement
Providers, any Agent and each Rating Agency and (ii) that it shall in any such
event allocate after the occurrence of such event, payments on each Account
with respect to the principal balance of such Account first to the oldest
principal balance of such Account, subject to the proviso set forth in Section
2.06(b), and to have such payments applied as Collections in accordance with
Section 4.02. The parties hereto agree that Non-Principal Receivables,
whenever created, accrued in respect of Principal Receivables which have been
conveyed to the Trust shall continue to be a part of the Trust notwithstanding
any cessation of the transfer of additional Principal Receivables to the Trust
and Collections with respect thereto shall continue to be allocated and paid
in accordance with the terms of this Agreement.

         (c) The Servicer shall not, and any Successor Servicer shall not be
obligated to, use separate servicing procedures, offices, employees or
accounts for servicing the Receivables from the procedures, offices, employees
and accounts used by the Servicer in connection with servicing other wholesale
receivables.

         (d) The Servicer shall comply with and perform its servicing
obligations with respect to the Accounts and Receivables in accordance with
the Floorplan Financing Agreements relating to the Accounts and the Floorplan
Financing Guidelines, except insofar as any failure to so comply or perform
would not materially and adversely affect the rights of the Trust or any of
the Beneficiaries. Subject to compliance with all Requirements of Law, the
Servicer (or CCC) may change the terms and provisions of the Floorplan
Financing Agreements or the Floorplan Financing Guidelines in any respect
(including the calculation of the amount or the timing of charge-offs and the
rate of the finance charge assessed thereon), only if (i) as a result of such
change, in the reasonable judgment of the Servicer no Early Amortization Event
will occur at any time and none of the Enhancement Providers, if any, or the
Certificateholders shall be adversely affected, (ii) such change is made
applicable to the comparable segment of wholesale accounts owned or serviced
by the Servicer which have characteristics the same as, or substantially
similar to, the Accounts which are the subject of such change and (iii) in the
case of a reduction in the rate of such finance charges, the Servicer (or CCC)
does not, reasonably expect any such reduction to result in the Net
Receivables Rate for any Collection Period being less than the weighted
average of the sum of the Certificate Rates and the Servicing Fee Rates for,
all outstanding Series for the related Interest Period (each such term as
defined in the related Supplement).

         SECTION 3.02. Servicing Compensation. As full compensation for its
servicing activities hereunder and reimbursement for its expenses as set forth
in the immediately following paragraph, the Servicer shall be entitled to
receive the Servicing Fee on each Distribution Date on or prior to the Trust
Termination Date payable in arrears. The "Servicing Fee" shall be the
aggregate of the Monthly Servicing Fees specified in the Supplements. The
Servicing Fee shall be payable to the Servicer solely to the extent amounts
are available for payment in accordance with the terms of the Supplements.

         The Servicer's expenses include the amounts due to the Trustee
pursuant to Section 11.05 and the reasonable fees and disbursements of
independent accountants and all other expenses incurred by the Servicer in
connection with its activities hereunder, and including all other fees and
expenses of the Trust not expressly stated herein to be for the account of the
Certificateholders. The Servicer shall be required to pay such expenses for
its own account, and shall not be entitled to any payment therefor other than
the Servicing Fee. The Servicer will be solely responsible for all fees and
expenses incurred by or on behalf of the Servicer in connection herewith and
the Servicer will not be entitled to any fee or other payment from, or claim
on, any of the Trust Assets (other than the Servicing Fee).

         SECTION 3.03. Representations, Warranties and Covenants of the
Servicer. (a) CCC, as Servicer, hereby makes, and any Successor Servicer by
its appointment hereunder shall make, on each Closing Date (and on the date of
any such appointment) the following representations, warranties and covenants:

          (i) Organization and Good Standing. Such party is a corporation duly
     organized, validly existing and in good standing under the applicable
     laws of the state of its incorporation and has, in all material respects,
     full corporate power, authority and legal rights to own its properties
     and conduct its wholesale receivable servicing business as such
     properties are presently owned and as such business is presently
     conducted, and to execute, deliver and perform its obligations under this
     Agreement and the applicable Supplement.

          (ii) Due Qualification. Such party is duly qualified to do business
     and is in good standing as a foreign corporation (or is exempt from such
     requirements) and has obtained all necessary licenses and approvals in
     each jurisdiction in which the servicing of the Receivables as required
     by this Agreement requires such qualification except where the failure to
     so qualify or obtain licenses or approvals would not have a material
     adverse effect on its ability to perform its obligations hereunder.

          (iii) Due Authorization. The execution, delivery, and performance of
     this Agreement and the applicable Supplement has been duly authorized by
     such party by all necessary corporate action on the part thereof.

          (iv) Binding Obligation. This Agreement and the applicable
     Supplement constitutes a legal, valid and binding obligation of such
     party, enforceable in accordance with its terms, except as enforceability
     may be limited by applicable bankruptcy, insolvency, reorganization,
     moratorium or other similar laws now or hereinafter in effect, affecting
     the enforcement of creditors' rights and except as such enforceability
     may be limited by general principles of equity (whether considered in a
     proceeding at law or in equity).

          (v) No Violation. The execution and delivery of this Agreement and
     the applicable Supplement by such party, the performance of the
     transactions contemplated by this Agreement and the applicable Supplement
     and the fulfillment of the terms hereof and thereof applicable to such
     party will not conflict with, violate, result in any breach of any of the
     material terms and provisions of, or constitute (with or without notice
     or lapse of time or both) a material default under, any Requirement of
     Law applicable to such party or any indenture, contract, agreement,
     mortgage, deed of trust, or other instrument to which such party is a
     party or by which it is bound.

          (vi) No Proceedings. There are no proceedings or, to the best
     knowledge of such party, investigations, pending or threatened against
     such party before any court, regulatory body, administrative agency or
     other tribunal or governmental instrumentality seeking to prevent the
     issuance of the Certificates or the consummation of any of the
     transactions contemplated by this Agreement and the applicable
     Supplement, seeking any determination or ruling that, in the reasonable
     judgment of such party, would materially and adversely affect the
     performance by such party of its obligations under this Agreement and the
     applicable Supplement, or seeking any determination or ruling that would
     materially and adversely affect the validity or enforceability of this
     Agreement and the applicable Supplement.

          (vii) Compliance with Requirements of Law. Such party shall duly
     satisfy all obligations on its part to be fulfilled under or in
     connection with the Receivables and the Accounts, will maintain in effect
     all qualifications required under Requirements of Law in order to service
     properly the Receivables and the Accounts and will comply in all material
     respects with all Requirements of Law in connection with servicing the
     Receivables and the Accounts the failure to comply with which would have
     a material adverse effect on the interests of Beneficiaries.

          (viii) No Rescission or Cancellation. Such party shall not permit
     any rescission or cancellation of a Receivable except as ordered by a
     court of competent jurisdiction or other Governmental Authority.

          (ix) Protection of Beneficiaries Rights. Such party shall take no
     action, nor omit to take any action, which would impair the rights of
     Beneficiaries in the Receivables nor shall it reschedule, revise or defer
     payments due on any Receivable except in accordance with the Floorplan
     Financing Guidelines.

          (x) Servicer Concentration Account. The Servicer maintains deposit
     accounts (collectively, the "Concentration Account") into which it shall
     deposit all amounts paid by the Dealers under Floorplan Financing
     Agreements. The Servicer agrees (i) that it will not change this method
     of collection without the prior written consent of any Enhancement
     Providers and any Agents; (ii) with respect to amounts deposited into the
     Concentration Account in respect of a particular day, that it will not
     transfer such amounts from the Concentration Account until the Servicer
     has posted all Collections in respect of the Receivables for such day and
     (iii) concurrently with the transfer of amounts from the Concentration
     Account in respect of a particular day, the Servicer will make the
     deposits and transfers required by the terms of this Agreement for such
     day.

          (xi) Negative Pledge. Except for the conveyance hereunder to the
     Trustee, the Servicer will 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 and assigned to the Trust, whether now existing
     or hereafter created, or any interest therein, and the Servicer shall
     defend the rights, title and interest of the Trust in, to and under any
     Receivable sold and assigned to the Trust, whether now existing or
     hereafter created, against all claims of third parties claiming through
     or under the Seller or the Servicer.

         (b) Notice of Breach. The representations and warranties set forth in
this Section 3.03 shall survive the transfer and assignment of the Receivables
to the Trust and the issuance of the Certificates. Upon discovery by the
Seller, the Servicer or the Trustee of a breach of any of the representations
and warranties set forth in this Section 3.03, the party discovering such
breach shall give prompt written notice to the other parties and to any
Enhancement Providers.

         (c) Purchase. In the event any representation or warranty under
Section 3.03(a) (vii), (viii) or (ix) is not true and correct in any material
respect as of the date specified therein with respect to any Receivable or
Account and such breach has a material adverse effect on the
Certificateholders' Interest in such Receivable, then, within 30 days (or such
longer period as may be agreed to by the Trustee) of the earlier to occur of
the discovery of any such event by the Seller or the Servicer, or receipt by
the Seller or the Servicer of written notice of any such event given by the
Trustee or any Enhancement Providers, the Servicer shall purchase such
Receivable or, in the case of an untrue representation with respect to an
Account, all Receivables in such Account, on the Determination Date
immediately succeeding the expiration of such 30-day period on the terms and
conditions set forth in the next succeeding paragraph; provided, however, that
no such purchase shall be required to be made with respect to such Receivable
if, by the end of such 30-day period (or such longer period as may be agreed
to by the Trustee) the breached representation or warranty shall then be true
and correct in all material respects and any material adverse effect caused
thereby shall have been cured. The Servicer shall effect such purchase by
depositing in the Collection Account in immediately available funds an amount
equal to the Purchase Price of such Receivable. Any such deposit of such
Purchase Price into the Collection Account shall be considered a Transfer
Deposit Amount and shall be applied in accordance with the terms of this
Agreement.

         Upon each such payment of such Purchase Price, the Trust shall
automatically and without further action be deemed to sell, transfer, assign,
set over and otherwise convey to the Servicer, without recourse,
representation or warranty, all right, title and interest of the Trust in and
to such Receivables, all monies due or to become due with respect thereto and
all proceeds thereof and the related Collateral Security. The Trustee shall
execute such documents and instruments of transfer or assignment and take such
other actions as shall be reasonably requested by the Servicer to effect the
conveyance of any such Receivables pursuant to this Section. The obligation of
the Servicer to purchase such Receivables, and to make the deposits required
to be made to the Collection Account as provided in the preceding paragraph,
shall constitute the sole remedy respecting the event giving rise to such
obligation available to Certificateholders or the Trustee on behalf of
Certificateholders.

         SECTION 3.04. Reports and Records for the Trustee; Bank Account
Statements. On or before each Distribution Date, with respect to each
outstanding Series, the Servicer shall deliver to any Enhancement Providers,
the Rating Agencies, the Trustee and each Investor Certificateholder a
Distribution Date Statement for such Distribution Date substantially in the
form set forth in the related Supplement.

         SECTION 3.05. Annual Servicer's Certificate. The Servicer will
deliver to the Rating Agencies, the Trustee, any Agent and any Enhancement
Providers on or before March 31 of each calendar year, beginning with March
31, 1992, an Officers' Certificate substantially in the form of Exhibit C
stating that (a) a review of the activities of the Servicer during the
preceding calendar year and of its performance under this Agreement was made
under the supervision of the officer signing such certificate and (b) to the
best of such officer's knowledge, based on such review, the Servicer has
performed in all material respects its obligations under this Agreement
throughout such year, or, if there has been a material default in the
performance of any such obligation, specifying each such default known to such
officer and the nature and status thereof. A copy of such certificate may be
obtained by any Investor Certificateholder by a request in writing to the
Trustee addressed to the Corporate Trust Office.

         SECTION 3.06. Annual Independent Public Accountants' Servicing
Report. The Servicer shall cause a firm of independent certified public
accountants, who may also render other services to the Servicer or to the
Seller, to deliver to the Trustee, the Rating Agencies, each Agent and each
Enhancement Provider on or before March 31 of each year, beginning March 31,
1992, a report addressed to the Board of Directors of the Servicer and to the
Trustee, to the effect that such firm has examined the financial statements of
the Servicer or, if applicable, the parent corporation of the Servicer, and
issued its report thereon 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 wholesale receivables (including financing
arrangements with automobile dealers to finance their automobile and
light-duty truck inventory) serviced for others in accordance with the
requirements of the Uniform Single Audit Program for Mortgage Bankers, to the
extent the procedures in such program are applicable to the servicing
obligations set forth in the Agreement and (c) except as described in the
report, disclosed no exceptions or errors in the records relating to wholesale
receivables (including financing arrangements with automobile dealers to
finance their automobile and light-duty truck inventory) serviced for others
that, in the firm's opinion, paragraph four of such Uniform Single Audit
Program requires such firm to report. A copy of such report may be obtained by
any Investor Certificateholder by a request in writing to the Trustee
addressed to the Corporate Trust Office.

         SECTION 3.07. Tax Treatment. The Seller has entered into this
Agreement and the Investor Certificates have been (or will be) issued with the
intention that the Investor Certificates will qualify under applicable tax law
as indebtedness of CARCO secured by the Receivables. The Seller, each
Beneficiary and each Certificateholder and Certificate Owner, by the
acceptance of its Certificate or Book-Entry Certificate, as applicable, agrees
to treat the Investor Certificates as indebtedness of CARCO secured by the
Receivables for Federal income taxes, state and local income and franchise
taxes, Michigan Single Business tax and any other taxes imposed on or measured
by income.

         SECTION 3.08. Notices to CCC. In the event CCC is no longer acting as
Servicer, any Successor Servicer appointed pursuant to Section 10.02 shall
deliver or make available to CCC, as the case may be, each certificate and
report required to be prepared, forwarded or delivered thereafter pursuant to
Sections 3.04, 3.05 or 3.06.

         SECTION 3.09. Adjustments. (a) If the Servicer adjusts downward the
amount of any Principal Receivable because of a rebate, refund, credit
adjustment or billing error to a Dealer, or because such Receivable was
created in respect of a Vehicle which was refused or returned by a Dealer,
then, in any such case, the Seller's Participation Amount will be
automatically reduced by the amount of the adjustment. Furthermore, if
following such a reduction the Seller's Participation Amount would be less
than the Trust Available Subordinated Amount on the immediately preceding
Determination Date (after giving effect to the allocations, distributions,
withdrawals and deposits to be made on the Distribution Date following such
Determination Date), then the Seller shall be required to pay an amount equal
to such deficiency (up to the amount of such adjustment) into the Collection
Account on the Business Day on which such adjustment or reduction occurs (each
such payment an "Adjustment Payment").

         (b) If (i) the Servicer makes a deposit into the Collection Account
in respect of a Collection of a Receivable and such Collection was received by
the Servicer in the form of a check which is not honored for any reason or
(ii) the Servicer makes a mistake with respect to the amount of any Collection
and deposits an amount that is less than or more than the actual amount of
such Collection, the Servicer shall appropriately adjust the amount
subsequently deposited into the Collection Account to reflect such dishonored
check or mistake. Any Receivable in respect of which a dishonored check is
received shall be deemed not to have been paid.

                                  ARTICLE IV

                       Rights of Certificateholders and
                   Allocation and Application of Collections

         SECTION 4.01. Rights of Certificateholders. The Investor Certificates
shall represent fractional undivided interests in the Trust, which, with
respect to each Series, shall consist of the right to receive, to the extent
necessary to make the required payments with respect to the Investor
Certificates of such Series at the times and in the amounts specified in the
related Supplement, the portion of Collections allocable to Investor
Certificateholders of such Series pursuant to this Agreement and such
Supplement, funds on deposit in the Collection Account allocable to
Certificateholders of such series pursuant to this Agreement and such
Supplement, funds on deposit in any related Series Account and funds available
pursuant to any related Enhancement (collectively, with respect to all Series,
the "Certificateholders' Interest"), it being understood that the Investor
Certificates of any Series or Class shall not represent any interest in any
Series Account or Enhancement for the benefit of any other Series or Class.
The Seller's Certificate shall represent the ownership interest in the
remainder of the Trust Assets not allocated pursuant to this Agreement or any
Supplement to the Certificateholders' Interest, including the right to receive
Collections with respect to the Receivables and other amounts at the times and
in the amounts specified in any Supplement to be paid to the Seller on behalf
of all holders of the Seller's Certificates (the "Seller's Interest");
provided, however, that the Seller's Certificates shall not represent any
interest in the Collection Account, any Series Account or any Enhancement,
except as specifically provided in this Agreement or any Supplement.

         SECTION 4.02. Establishment of the Collection Account. The Servicer,
for the benefit of the Certificateholders and the other Beneficiaries, shall
cause to be established and maintained in the name of the Trust an Eligible
Deposit Account bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Certificateholders and the
other Beneficiaries (the "Collection Account"). The Trustee shall possess all
right, title and interest in all funds from time to time on deposit in, and
all Eligible Investments credited to, the Collection Account and in all
proceeds thereof. The Collection Account shall be under the sole dominion and
control of the Trustee for the benefit of the Certificateholders and the other
Beneficiaries. If, at any time, the Collection Account ceases to be an
Eligible Deposit Account, the Servicer shall establish a substitute Eligible
Deposit Account as the Collection Account, instruct the Trustee to transfer
any cash and/or any Eligible Investments to such new Collection Account and,
from the date any such substitute account is established, such account shall
be the Collection Account. Neither the Seller nor the Servicer, nor any person
or entity claiming by, through or under the Seller or Servicer, shall have any
right, title or interest in, or any right to withdraw any amount from, the
Collection Account. Pursuant to the authority granted to the Servicer in
Section 3.01, the Servicer shall have the power, revocable by the Trustee, to
instruct the Trustee to make withdrawals and payments from the Collection
Account for the purposes of carrying out the Servicer's or Trustee's duties
specified in this Agreement.

         All Eligible Investments shall be held by the Trustee for the benefit
of the Certificateholders and the other Beneficiaries. Funds on deposit in the
Collection Account shall at the direction of the Servicer be invested by the
Trustee solely in Eligible Investments that will mature so that such funds
will be available at the close of business on or before the Business Day next
preceding the following Distribution Date (or on or before 10:00 a.m. on such
following Distribution Date in the case of Eligible Investments in respect of
which the Trustee is the obligor). As of each Determination Date, all interest
and other investment earnings (net of losses and investment expenses) on funds
on deposit in the Collection Account received on such Determination Date shall
be credited to the Collection Account. Schedule 2, which is hereby
incorporated into and made part of this Agreement, identifies the Collection
Account by setting forth the account number of such account, the account
designation of such account and the name of the institution with which such
account has been established. If a substitute Collection Account is
established pursuant to this Section 4.02, the Servicer shall provide to the
Trustee an amended Schedule 2, setting forth the relevant information for such
substitute Collection Account.

         SECTION 4.03. Allocations and Applications of Collections and Other
Funds. (a) Except as otherwise provided in Section 4.03(b), the Servicer shall
deposit Collections into the Collection Account as promptly as possible after
the Date of Processing of such Collections, but in no event later than the
second Business Day after such Date of Processing.

         (b) Notwithstanding anything in this Agreement to the contrary, for
so long as (i) CCC remains the Servicer hereunder, (ii) no Service Default has
occurred and is continuing and (iii) (x) CCC is a wholly owned subsidiary of
CFC and CFC maintains a short-term rating of at least A-1 by Standard & Poor's
and P-1 by Moody's (and for five Business Days following any reduction of
either such rating), (y) CCC arranges for and maintains a letter of credit or
other form of Enhancement in respect of the Servicer's obligations to make
deposits of collections on the Receivables in the Collection Account that is
acceptable form and substance to each Rating Agency and any Agents or (z) CCC
otherwise obtains the Rating Agency confirmation described below, then,
subject to any limitations in the confirmations r described below, the
Servicer need not make the daily deposits of Collections into the Collection
Account as provided in Section 4.02, but may make a single deposit into the
Collection Account in same day or next day funds not later than 12:00 noon,
New York City time, on the Business Day immediately preceding the Distribution
Date in a net amount equal to the amount which would have been on deposit with
respect to the immediately preceding Collection Period in the Collection
Account; provided, however, that prior to ceasing daily deposits as described
above the Seller shall have delivered to the Trustee written confirmation from
each of the Rating Agencies that the failure by CCC to make daily deposits
will not result in a reduction or withdrawal of the rating of any outstanding
Series or Class.

         (c) Subject to Section 4.04, but notwithstanding anything else in
this Agreement to the contrary, with respect to any Collection Period, whether
the Servicer is required to make deposits of Collections pursuant to paragraph
(a) or (b) above, (i) the Servicer will only be required to deposit
Collections into the Collection Account up to the aggregate amount of
Collections required to be deposited into any Series Account or, without
duplication, distributed on the related Distribution Date to Investor
Certificateholders, to any Agent or to any Enhancement Provider pursuant to
the terms of any Supplement or Enhancement Agreement and (ii) if at any time
prior to such Distribution Date the amount of Collections deposited in the
Collection Account exceeds the amount required to be deposited pursuant to
clause (i) above, the Servicer will be permitted to withdraw the excess from
the Collection Account.

         (d) Collections of Non-Principal Receivables and Principal
Receivables, Defaulted Receivables and Miscellaneous Payments will be
allocated to each Series from and after the related Series Cut-Off Date on the
basis of such Series' Series Allocable Non-Principal Collections, Series
Allocable Principal Collections, Series Allocable Defaulted Amount and Series
Allocable Miscellaneous Payments and amounts so allocated to any Series will
not, except as specified in the related supplement, be available to the
Investor Certificateholders of any other Series. Allocations thereof between
the Certificateholders' Interest and the Seller's Interest, among the Series
in any group and among the Classes in any Series shall be set forth in the
related Supplement or Supplements.

         SECTION 4.04. Unallocated Principal Collections. On each Distribution
Date, (a) the Servicer shall allocate Excess Principal Collections (as
described below) to each Series as set forth in the related Supplement and (b)
the Servicer shall instruct the Trustee to withdraw from the Collection
Account and pay to the Seller (i) an amount equal to the excess, if any, of
(x) the aggregate amount for all outstanding Series of Collections of
Principal Receivables which the related Supplements specify are to be treated
as "Excess Principal Collections" with respect to such Distribution Date over
(y) the aggregate amount for all outstanding Series which the related
Supplements specify are "Principal Shortfalls" with respect to such
Distribution Date and, without duplication, (ii) the aggregate amount for all
outstanding Series of that portion of Series Allocable Principal Collections
which the related Supplements specify are to be allocated and paid to the
Seller with respect to such Distribution Date; provided, however, that, in the
case of clauses (i) and (ii), such amounts shall be paid to the Seller only if
the Seller's Participation Amount for such Distribution Date (determined after
giving effect to any Principal Receivables transferred to the Trust on such
date) exceeds the Trust Available Subordinated Amount for the immediately
preceding Determination Date (after giving effect to the allocations,
distributions, withdrawals and deposits to be made on such Distribution Date).
The amount held in the Collection Account as a result of the proviso in the
preceding sentence ("Unallocated Principal Collections") shall be paid to the
Seller at the time the Seller's Participation Amount exceeds the Trust
Available Subordinated Amount for the immediately preceding Determination Date
(after giving effect to the allocations, distributions, withdrawals and
deposits to be made on the Distribution Date immediately following such
Determination Date); provided, however, that any Unallocated Principal
Collections on deposit in the Collection Account at any time during which any
Series is in its amortization period, accumulation period or Early
Amortization Period shall be deemed to be "Miscellaneous Payments" and shall
be allocated and distributed in accordance with Section 4.03 and the terms of
each Supplement.

                                  ARTICLE V

                         Distributions and Reports to
                              Certificateholders

         Distributions shall be made to, and reports shall be provided to,
Certificateholders as set forth in the applicable Supplement.

                                  ARTICLE VI

                               The Certificates

         SECTION 6.01. The Certificates. The Investor Certificates of any
Series or Class may be issued in bearer form ("Bearer Certificates") with
attached interest coupons and one or more special coupons (collectively, the
"Coupons") pursuant to Section 6.11, or in fully registered form ("Registered
Certificates") and shall be substantially in the form of the exhibits with
respect thereto attached to the applicable Supplement. The CARCO Certificate
will be issued in registered form, substantially in the form of Exhibit A, and
shall upon issue, be executed and delivered by the Seller to the Trustee for
authentication and redelivery as provided in Section 6.02. Except as otherwise
provided in any Supplement, Bearer Certificates shall be issued in minimum
denominations of $5,000, $50,000 and $100,000 and Registered Certificates
shall be issued in minimum denominations of $1,000 and in integral multiples
of $1,000 in excess thereof. If specified in any Supplement, the Investor
Certificates of any Series or Class shall be issued upon initial issuance as a
single certificate evidencing the aggregate original principal amount of such
Series or Class as described in Section 6.11. The CARCO Certificate shall be a
single certificate and shall initially represent the entire Seller's Interest.
Each Certificate shall be executed by manual or facsimile signature on behalf
of the Seller by its President or any Vice President. Certificates bearing the
manual or facsimile signature of the individual who was, at the time when such
signature was affixed, authorized to sign on behalf of the Seller shall not be
rendered invalid, notwithstanding that such individual ceased to be so
authorized prior to the authentication and delivery of such Certificates or
does not hold such office at the date of such Certificates. No Certificates
shall be entitled to any benefit under this Agreement, or be valid for any
purpose, unless there appears on such Certificate a certificate of
authentication substantially in the form provided for herein executed by or on
behalf of the Trustee by the manual signature of a duly authorized signatory,
and such certificate upon any Certificate shall be conclusive evidence, and
the only evidence, that such Certificate has been duly authenticated and
delivered hereunder. Bearer Certificates shall be dated the Series Issuance
Date. All Registered Certificates and Seller's Certificates shall be dated the
date of their authentication.

         SECTION 6.02. Authentication of Certificates. The Trustee shall
authenticate and deliver the Investor Certificates of each Series and Class
that are issued upon original issuance to or upon the order of the Seller
against payment to the Seller of the purchase price therefor. The Trustee
shall authenticate and deliver the CARCO Certificate to the Seller
simultaneously with its delivery of the Investor Certificates of the first
Series to be issued hereunder. If specified in the related Supplement for any
Series or Class, the Trustee shall authenticate and deliver outside the United
States the Global Certificate that is issued upon original issuance thereof.

         SECTION 6.03. New Issuances. (a) The Seller may from time to time
direct the Trustee, on behalf of the Trust, to issue one or more new Series of
Investor Certificates. The Investor Certificates of all outstanding Series
shall be equally and ratably entitled as provided herein to the benefits of
this Agreement without preference, priority or distinction, all in accordance
with the terms and provisions of this Agreement and the applicable Supplement
except, with respect to any Series or Class, as provided in the related
Supplement.

         (b) On or before the Series Issuance Date relating to any new Series,
the parties hereto will execute and deliver a Supplement which will specify
the Principal Terms of such new Series. The terms of such Supplement may
modify or amend the terms of this Agreement solely as applied to such new
Series. The obligation of the Trustee to issue the Investor Certificates of
such new Series and to execute and deliver the related Supplement is subject
to the satisfaction of the following conditions:

          (i) on or before the fifth Business Day immediately preceding the
     Series Issuance Date, the Seller shall have given the Trustee, the
     Servicer, each Rating Agency, any Agent and any Enhancement Provider
     notice of such issuance and the Series Issuance Date;

          (ii) the Seller shall have delivered to the Trustee the related
     Supplement, in form satisfactory to the Trustee, executed by each party
     hereto other than the Trustee;

          (iii) the Seller shall have delivered to the Trustee any related
     Enhancement Agreement executed by each of the parties thereto, other than
     the Trustee;

          (iv) the Rating Agency Condition shall have been satisfied with
     respect to such issuance;

          (v) such issuance will not result in the occurrence of an Early
     Amortization Event and the Seller shall have delivered to the Trustee,
     any Agent and any Enhancement Provider a certificate of a Vice President
     or more senior officer, dated the Series Issuance Date, to the effect
     that the Seller reasonably believes that such issuance will not result in
     the occurrence of an Early Amortization Event and is not reasonably
     expected to result in the occurrence of an Early Amortization Event at
     any time in the future;

          (vi) the Seller shall have delivered to the Trustee and any
     Enhancement Provider a Tax Opinion, dated the Series Issuance Date, with
     respect to such issuance; and

          (vii) the result obtained by multiplying (x) the Seller's
     Participation Amount by (y) the percentage equivalent of the portion of
     the Seller's Interest represented by the CARCO Certificate, shall not be
     less than 2% of the Pool Balance, in each case as of the Series Issuance
     Date, and after giving effect to such issuance.

Upon satisfaction of the above conditions, the Trustee shall execute the
Supplement and issue to the Seller the Investor Certificates of such Series
for execution and redelivery to the Trustee for authentication.

         (c) The Seller may surrender the CARCO Certificate to the Trustee in
exchange for a newly issued CARCO Certificate and a second certificate (a
"Supplemental Certificate"), the terms of which shall be defined in a
supplement to this Agreement (which supplement shall be subject to Section
13.01 to the extent that it amends any of the terms of this Agreement), to be
delivered to or upon the order of the Seller (or the holder of a Supplemental
Certificate, in the case of the transfer or exchange thereof, as provided
below), upon satisfaction of the following conditions:

          (i) the result obtained by multiplying (x) the Seller's
     Participation Amount by (y) the percentage equivalent of the portion of
     the Seller's Interest represented by the CARCO Certificate, shall not be
     less than 2% of the Pool Balance, in each case as of the date of, and
     after giving effect to, such exchange;

          (ii) the Rating Agency Condition shall have been satisfied with
     respect such exchange (or transfer or exchange as provided below); and

          (iii) the Seller shall have delivered to the Trustee, any Agent and
     any Enhancement Provider a Tax opinion, dated the date of such exchange
     (or transfer or exchange as provided below), with respect thereto.

The CARCO Certificate will at all times be beneficially owned by the Seller.
Any Supplemental Certificate may be transferred or exchanged only upon
satisfaction of the conditions set forth in clauses (ii) and (iii) above.

         SECTION 6.04. Registration of Transfer and Exchange of Certificates.
(a) The Trustee shall cause to be kept at the office or agency to be
maintained in accordance with the provisions of Section 11.16 a register (the
"Certificate Register") in which, subject to such reasonable' regulations as
it may prescribe, a transfer agent and registrar (which shall initially be the
Trustee) (the "Transfer Agent and Registrar") shall provide for the
registration of the Registered Certificates and of transfers and exchanges of
the Registered Certificates as herein provided. The Transfer Agent and
Registrar shall initially be the Trustee and any co-transfer agent and
co-registrar chosen by the Seller and acceptable to the Trustee. So long as
any Investor Certificates are outstanding, the Seller shall maintain a
co-transfer agent and co-registrar in New York City. Any reference in this
Agreement to the Transfer Agent and Registrar shall include any cotransfer
agent and coregistrar unless the context requires otherwise.

         Subject to paragraph (c) below, upon surrender for registration of
transfer of any Registered Certificate at any office or agency of the Transfer
Agent and Registrar maintained for such purpose, one or more new Registered
Certificates (of the same Series and Class) in authorized denominations of
like aggregate fractional undivided interests in the Certificateholders'
Interest shall be executed, authenticated and delivered, in the name of the
designated transferee or transferees.

         At the option of a Registered Certificateholder, Registered
Certificates (of the same Series and Class) may be exchanged for other
Registered Certificates of authorized denominations of like aggregate
fractional undivided interests in the Certificateholders' Interest, upon
surrender of the Registered Certificates to be exchanged at any such office or
agency; Registered Certificates, including Registered Certificates received in
exchange for Bearer Certificates, may not be exchanged for Bearer
Certificates. At the option of the Holder of a Bearer Certificate, subject to
applicable laws and regulations, Bearer Certificates may be exchanged for
other Bearer Certificates or Registered Certificates (of the same Series and
Class) of authorized denominations of like aggregate fractional undivided
interests in the Certificateholders' Interest, upon surrender of the Bearer
Certificates to be exchanged at an office or agency of the Transfer Agent and
Registrar located outside the United States. Each Bearer Certificate
surrendered pursuant to this Section shall have attached thereto all unmatured
Coupons; provided that any Bearer Certificate, so surrendered after the close
of business on the Record Date preceding the relevant payment date or
distribution date after the expected final payment date need not have attached
the Coupon relating to such payment date or distribution date (in each case,
as specified in the applicable Supplement).

         The preceding provisions of this Section notwithstanding, the Trustee
or the Transfer Agent and Registrar, as the case may be, shall not be required
to register the transfer of or exchange any Certificate for a period of 15
days preceding the due date for any payment with respect to the Certificate.

         Whenever any Investor Certificates are so surrendered for exchange,
the Seller shall execute, the Trustee shall authenticate and the Transfer
Agent and Registrar shall deliver (in the case of Bearer Certificates, outside
the United States) the Investor Certificates which the Investor
Certificateholder making the exchange is entitled to receive. Every Investor
Certificate presented or surrendered for registration of transfer or exchange
shall be accompanied by a written instrument of transfer in a form
satisfactory to the Trustee or the Transfer Agent and Registrar duly executed
by the Investor Certificateholder or the attorney-in-fact thereof duly
authorized in writing.

         No service charge shall be made for any registration of transfer or
exchange of Investor Certificates, but the Transfer Agent and Registrar may
require payment of a sum sufficient to cover any tax or governmental charge
that may be imposed in connection with any such transfer or exchange.

         All Investor Certificates (together with any Coupons) surrendered for
registration of transfer and exchange or for payment shall be canceled and
disposed of in a manner satisfactory to the Trustee. The Trustee shall cancel
and destroy any Global Certificate upon its exchange in full for Definitive
Euro-Certificates and shall deliver a certificate of destruction to the
Seller. Such certificate shall also state that a certificate or certificates
of a Foreign Clearing Agency to the effect referred to in Section 6.11 was
received with respect to each portion of the Global Certificate exchanged for
Definitive Euro-Certificates.

         The Seller shall execute and deliver to the Trustee Bearer
Certificates and Registered Certificates in such amounts and at such times as
are necessary to enable the Trustee to fulfill its responsibilities under this
Agreement and the Certificates.

         (b) The Transfer Agent and Registrar will maintain at its expense in
each of the Borough of Manhattan, The City of New York, an office or agency
where Investor Certificates may be surrendered for registration of transfer or
exchange (except that Bearer Certificates may not be surrendered for exchange
at any such office or agency in the United States).

         (c) (i) Registration of transfer of Investor Certificates containing
a legend to the effect set forth on Exhibit D-1 shall be effected only if such
transfer (x) is made pursuant to an effective registration statement under the
Act, or is exempt from the registration requirements under the Act, and (y) is
made to a Person which is not an employee benefit plan, trust or account,
including an individual retirement account, that is subject to ERISA or that
is described in Section 4975(e)(1) of the Code or an entity whose underlying
assets include plan assets by reason of a plan's investment in such entity (a
"Benefit Plan"). In the event that registration of a transfer is to be made in
reliance upon an exemption from the registration requirements under the Act,
the transferor or the transferee shall deliver, at its expense, to the Seller,
the Servicer and the Trustee, an investment letter from the transferee,
substantially in the form attached to the applicable Supplement, and no
registration of transfer shall be made until such letter is so delivered.

         Investor Certificates issued upon registration or transfer of, or
Investor Certificates issued in exchange for, Investor Certificates bearing
the legend referred to above shall also bear such legend unless the Seller,
the Servicer, the Trustee and the Transfer Agent and Registrar receive an
opinion of counsel, satisfactory to each of them, to the effect that such
legend may be removed.

         Whenever an Investor Certificate containing the legend referred to
above is presented to the Transfer Agent and Registrar for registration of
transfer, the Transfer Agent and Registrar shall promptly seek instructions
from the Servicer regarding such transfer and shall be entitled to receive
instructions signed by a Servicing Officer prior to registering any such
transfer. The Seller hereby agrees to indemnify the Transfer Agent and
Registrar and the Trustee and to hold each of them harmless against any loss,
liability or expense incurred without negligence or bad faith on their part
arising out of or in connection with actions taken or omitted by them in
relation to any such instructions furnished pursuant to this clause (i).

          (ii) Registration of transfer of Investor Certificates containing a
     legend to the effect set forth on Exhibit D-2 shall be effected only if
     such transfer is made to a Person which is not a Benefit Plan. By
     accepting and holding any such Investor Certificate, an Investor
     Certificateholder shall be deemed to have represented and warranted that
     it is not a Benefit Plan. By acquiring any interest in a Book-Entry
     Certificate, a Certificate Owner shall be deemed to have represented and
     warranted that it is not a Benefit Plan.

         SECTION 6.05. Mutilated, Destroyed, Lost or Stolen Certificates. If
(a) any mutilated Certificate (together, in the case of Bearer Certificates,
with all unmatured Coupons (if any) appertaining thereto) is surrendered to
the Transfer Agent and Registrar, or the Transfer Agent and Registrar receives
evidence to its satisfaction of the destruction, loss or theft of any
Certificate and (b) there is delivered to the Transfer Agent and Registrar and
the Trustee such security or indemnity as may be required by them to save each
of them harmless, then, in the absence of notice to the Trustee that such
Certificate has been acquired by a bona fide purchaser, the Seller shall
execute, the Trustee shall authenticate and the Transfer Agent and Registrar
shall deliver (in the case of Bearer Certificates, outside the United States),
in exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor and aggregate fractional
undivided interest. In connection with the issuance of any new Certificate
under this Section, the Trustee or the Transfer Agent and Registrar may
require the payment by the Certificateholder of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and
any other expenses (including the fees and expenses of the Trustee and
Transfer Agent and Registrar) connected therewith. Any duplicate Certificate
issued pursuant to this Section shall constitute complete and indefeasible
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 6.06. Persons Deemed Owners. The Trustee, the Transfer Agent
and Registrar and any agent of any of them may (a) prior to due presentation
of a Registered Certificate for registration of transfer, treat the Person or
Persons in whose name any Registered Certificate is registered as the owner of
such Registered Certificate for the purpose of receiving distributions
pursuant to the terms of the applicable Supplement and for all other purposes
whatsoever, and (b) treat the bearer of a Bearer Certificate or Coupon as the
owner of such Bearer Certificate or Coupon for the purpose of receiving
distributions pursuant to the terms of the applicable Supplement and for all
other purposes whatsoever; and, in any such case, neither the Trustee, the
Transfer Agent and Registrar nor any agent of any of them shall be affected by
any notice to the contrary. Notwithstanding the foregoing, in determining
whether the Holders of the requisite Investor Certificates have given any
request, demand, authorization, direction, notice, consent or waiver
hereunder, Certificates owned by the Seller, the Servicer, any other holder of
a Seller's Certificate or any Affiliate thereof, shall be disregarded and
deemed not to be outstanding, except that, in determining whether the Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Certificates which the Trustee
knows to be so owned shall be so disregarded. Certificates so owned which have
been pledged in good faith shall not be disregarded and may be regarded as
outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Certificates and that the
pledgee is not the Seller, the Servicer, any other holder of a Seller's
Certificate or any Affiliate thereof.

         SECTION 6.07. Access to List of Registered Certificateholders' Names
and Addresses. The Trustee will furnish or cause to be furnished by the
Transfer Agent and Registrar to the Servicer, within five business days after
receipt by the Trustee of a request therefor, a list in such form as the
Servicer may reasonably require, of the names and addresses of the Registered
Certificateholders. If three or more holders of Investor Certificates (the
"Applicants") apply to the Trustee, and such application states that the
Applicants desire to communicate with other Investor Certificateholders with
respect to their rights under this Agreement or any Supplement or under the
Investor Certificates and is accompanied by a copy of the communication which
such Applicants propose to transmit, then the Trustee, after having been
adequately indemnified by such Applicants for its costs and expenses, shall
afford or shall cause the Transfer Agent and Registrar to afford such
Applicants access during normal business hours to the most recent list of
Registered Certificateholders of such Series or all outstanding Series, as
applicable, held by the Trustee, within five Business Days after the receipt
of such application. Such list shall be as of a date no more than 45 days
prior to the date of receipt of such Applicants' request.

         Every Registered Certificateholder, by receiving and holding a
Registered Certificate, agrees with the Trustee that neither the Trustee, the
Transfer Agent and Registrar, nor any of their respective agents, shall be
held accountable by reason of the disclosure of any such information as to the
names and addresses of the Registered Certificateholders hereunder, regardless
of the sources from which such information was derived.

         SECTION 6.08. Book-Entry Certificates. Unless otherwise specified in
the related Supplement for any Series or Class, the Investor Certificates,
upon original issuance, shall be issued in the form of one or more typewritten
Investor Certificates representing the Book-Entry Certificates, to be
delivered to the Depository, by, or on behalf of, the Seller. The Investor
Certificates shall initially be registered on the Certificate Register in the
name of the Depository or its nominee, and no Certificate Owner will receive a
definitive certificate representing such Certificate Owner's interest in the
Investor Certificates, except as provided in section 6.10. Unless and until
definitive, fully registered Investor Certificates.("Definitive Certificates")
have been issued to the applicable Certificate owners pursuant to Section 6.10
or as otherwise specified in any such Supplement:

          (a) the provisions of this Section shall be in full force and
     effect;

          (b) the Seller, the Servicer and the Trustee may deal with the
     Depository and the Depository Participants for all purposes (including
     the making of distributions) as the authorized representatives of the
     respective Certificate owners;

          (c) to the extent that the provisions of this Section conflict with
     any other provisions of this Agreement, the provisions of this Section
     shall control; and

          (d) the rights of the respective Certificate owners shall be
     exercised only through the Depository and the Depository Participants and
     shall be limited to those established by law and agreements between such
     Certificate Owners and the Depository and/or the Depository Participants.
     Pursuant to the Depository Agreement, unless and until Definitive
     Certificates are issued pursuant to Section 6.10, the Depository will
     make book-entry transfers among the Depository Participants and receive
     and transmit distributions of principal and interest on the related
     Investor Certificates to such Depository Participants.

         For purposes of any provision of this Agreement requiring or
permitting actions with the consent of, or at the direction of, Investor
Certificateholders evidencing a specified percentage of the aggregate unpaid
principal amount of Investor Certificates, such direction or consent may be
given by Certificate Owners (acting through the Depository and the Depository
Participants) owning Investor Certificates evidencing the requisite percentage
of principal amount of Investor Certificates.

         SECTION 6.09. Notices to Depository. Whenever any notice or other
communication is required to be given to Investor Certificateholders of any
Series or Class with respect to which Book-Entry Certificates have been
issued, unless and until Definitive Certificates shall have been issued to the
related Certificate Owners, the Trustee shall give all such notices and
communications to the applicable Depository.

         SECTION 6.10. Definitive Certificates. If Book-Entry Certificates
have been issued with respect to any series or Class and (a) the Seller
advises the Trustee that the Depository is no longer willing or able to
discharge properly its responsibilities under the Depository Agreement with
respect to such Series or Class and the Trustee or the Seller is unable to
locate a qualified successor, (b) the Seller, at its option, advises the
Trustee that it elects to terminate the book-entry system with respect to such
Series or Class through the Depository or (c) after the occurrence of a
Service Default, Certificate Owners of such Series or Class evidencing not
less than 50% of the aggregate unpaid principal amount of such Series or Class
advise the Trustee and the Depository through the Depository Participants that
the continuation of a book-entry system with respect to the Investor
Certificates of such Series or Class through the Depository is no longer in
the best interests of the Certificate owners with respect to such
Certificates, then the Trustee shall notify all Certificate Owners of such
Certificates, through the Depository, of the occurrence of any such event and
of the availability of Definitive Certificates to Certificate Owners
requesting the same. Upon surrender to the Trustee of any such Certificates by
the Depository, accompanied by registration instructions from the Depository
for registration, the Trustee shall authenticate and deliver such Definitive
Certificates. Neither the Seller nor the Trustee shall be liable for any delay
in delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of such
Definitive Certificates all references herein to obligations imposed upon or
to be performed by the Depository shall be deemed to be imposed upon and
performed by the Trustee, to the extent applicable with respect to such
Definitive Certificates and the Trustee shall recognize the Holders of such
Definitive Certificates as Investor Certificateholders hereunder.

         SECTION 6.11. Global Certificate; Exchange Date. (a) If specified in
the related Supplement for any Series or Class, the Investor Certificates will
initially be issued in the form of a single temporary global Certificate (the
"Global Certificate") in bearer form, without interest coupons, in the
denomination of the entire aggregate principal amount of such Series or Class
and substantially in the form set forth in the exhibit with respect thereto
attached to the related Supplement. The Global Certificate will be
authenticated by the Trustee upon the same conditions, in substantially the
same manner and with the same effect as the Definitive Certificates she Global
Certificate may be exchanged as described below for Bearer or Registered
Certificates in definitive form (the "Definitive Euro-Certificates").

         (b) The Manager shall, upon its determination of the date of
completion of the distribution of the Investor certificates of such Series or
Class, so advise the Trustee, the Seller, the Common Depositary, and each
Foreign Clearing Agency forthwith. Without unnecessary delay, but in any event
not prior to the Exchange Date, the Seller will execute and deliver to the
Trustee at its London office or its designated agent outside the United States
definitive Bearer Certificates in an aggregate principal amount equal to the
entire aggregate principal amount of such Series or Class. All Bearer
Certificates so issued and delivered will have Coupons attached. The Global
Certificate may be exchanged for an equal aggregate principal amount of
Definitive Euro-Certificates only on or after the Exchange Date. A United
States institutional investor may exchange the portion of the Global
Certificate beneficially owned by it only for an equal aggregate principal
amount of Registered Certificates bearing the applicable legend set forth in
the form of Registered Certificate attached to the related Supplement and
having a minimum denomination of $500,000, which may be in temporary form if
the Seller so elects. The Seller may waive the $500,000 minimum denomination
requirement if it so elects. Upon any demand for exchange for Definitive
Euro-Certificates in accordance with this paragraph, the Seller shall cause
the Trustee to authenticate and deliver the Definitive Euro-Certificates to
the Holder (x) outside the United States, in the case of Bearer Certificates,
and (y) according to the instructions of the Holder, in the case of Registered
Certificates, but in either case only upon presentation to the Trustee of a
written statement substantially in the form of Exhibit F-1 with respect to the
Global Certificate or portion thereof being exchanged, signed by a Foreign
Clearing Agency and dated on the Exchange Date or a subsequent date, to the
effect that it has received in writing or by tested telex a certification
substantially in the form of (i) in the case of beneficial ownership of the
Global Certificate or a portion thereof being exchanged by a United States
institutional investor pursuant to the second preceding sentence, the
certificate in the form of Exhibit F-2 signed by the Manager which sold the
relevant Certificates or (ii) in all other cases, the certificate in the form
of Exhibit F-3, the certificate referred to in this clause (ii) being dated on
the earlier of the first actual payment of interest in respect of such
Certificates and the date of the delivery of such Certificate in definitive
form. Upon receipt of such certification, the Trustee shall cause the Global
Certificate to be endorsed in accordance with paragraph (d) below. Any
exchange as provided in this Section shall be made free of charge to the
holders and the beneficial owners of the Global Certificate and to the
beneficial owners of the Definitive Euro-Certificates issued in exchange,
except that a person receiving Definitive Euro-Certificates must bear the cost
of insurance, postage, transportation and the like in the event that such
person does not receive such Definitive Euro-Certificates in person at the
offices of a Foreign Clearing Agency.

         (c) The delivery to the Trustee by a Foreign Clearing Agency of any
written statement referred to above may be relied upon by the Seller and the
Trustee as conclusive evidence that a corresponding certification or
certifications has or have been delivered to such Foreign Clearing Agency
pursuant to the terms of this Agreement.

         (d) Upon any such exchange of all or a portion of the Global
Certificate for a Definitive Euro-Certificate or Certificates, such Global
Certificate shall be endorsed by or on behalf of the Trustee to reflect the
reduction of its principal amount by an amount equal to the aggregate
principal amount of such Definitive Euro-Certificate or Certificates. Until so
exchanged in full, such Global Certificate shall in all respects, be entitled
to the same benefits under this Agreement as Definitive Euro-Certificates
authenticated and delivered hereunder except that the beneficial owners of
such Global Certificate shall not be entitled to receive payments of interest
on the Certificates until they have exchanged their beneficial interests in
such Global Certificate for Definitive Euro-Certificates.

         SECTION 6.12. Meetings of Certificateholders. (a) If at the time any
Bearer Certificates are issued and outstanding with respect to any Series or
Class to which any meeting described below relates, the Servicer or the
Trustee may at any time call a meeting of Investor Certificateholders of any
Series or Class or of all Series, to be held at such time and at such place as
the Servicer or the Trustee, as the case may be, shall determine, for the
purpose of approving a modification of or amendment to, or obtaining a waiver
of any covenant or condition set forth in, this Agreement, any Supplement or
the Investor Certificates or of taking any other action permitted to be taken
by Investor Certificateholders hereunder or under any Supplement. Notice of
any meeting of Investor Certificateholders, setting forth the time and place
of such meeting and in general terms the action proposed to be taken at such
meeting, shall be given in accordance with Section 13.05, the first mailing
and publication to be not less than 20 nor more than 180 days prior to the
date fixed for the meeting. To be entitled to vote at any meeting of Investor
Certificateholders a person shall be (i) a Holder of one or more Investor
Certificates of the applicable series or class or (ii) a person appointed by
an instrument in writing as proxy by the Holder of one or more such Investor
Certificates. The only persons who shall be entitled to be present or to speak
at any meeting of Investor Certificateholders shall be the persons entitled to
vote at such meeting and their counsel and any representatives of the Seller,
the Servicer and the Trustee and their respective counsel.

         (b) At a meeting of Investor Certificateholders, persons entitled to
vote Investor Certificates evidencing a majority of the aggregate unpaid
principal amount of the applicable Series or Class or all outstanding Series,
as the case may be, shall constitute a quorum. No business shall be transacted
in the absence of a quorum, unless a quorum is present when the meeting is
called to order. In the absence of a quorum at any such meeting, the meeting
may be adjourned for a period of not less than 10 days; in the absence of a
quorum at any such adjourned meeting, such adjourned meeting may be further
adjourned for a period of not less than 10 days; at the reconvening of any
meeting further adjourned for lack of a quorum, the persons entitled to vote
Investor Certificates evidencing at least 25% of the aggregate unpaid
principal amount of the applicable Series or Class or all outstanding Series,
as the case may be, shall constitute a quorum for the taking of any action set
forth in the notice of the original meeting. Notice of the reconvening of any
adjourned meeting shall be given as provided above except that such notice
must be given not less than five days prior to the date on which the meeting
is scheduled to be reconvened. Notice of the reconvening of an adjourned
meeting shall state expressly the percentage of the aggregate principal amount
of the outstanding applicable Investor Certificates which shall constitute a
quorum.

         (c) Any Investor Certificateholder who has executed an instrument in
writing appointing a person as proxy shall be deemed to be present for the
purposes of determining a quorum and be deemed to have voted; provided that
such Investor Certificateholder shall be considered as present or voting only
with respect to the matters covered by such instrument in writing. Subject to
the provisions of Section 13.01, any resolution passed or decision taken at
any meeting of Investor Certificateholders duly held in accordance with this
Section shall be binding on all Investor Certificateholders whether or not
present or represented at the meeting.

         (d) The holding of Bearer Certificates shall be proved by the
production of such Bearer Certificates or by a certificate, satisfactory to
the Servicer, executed by any bank, trust company or recognized securities
dealer, wherever situated, satisfactory to the Servicer. Each such certificate
shall be dated and shall state that on the date thereof a Bearer Certificate
bearing a specified serial number was deposited with or exhibited to such
bank, trust company or recognized securities dealer by the person named in
such certificate. Any such certificate may be issued in respect of one or more
Bearer Certificates specified therein. The holding by the person named in any
such certificate of any Bearer Certificate specified therein shall be presumed
to continue for a period of one year from the date of such certificate unless
at the time of any determination of such holding (i) another certificate
bearing a later date issued in respect of the same Bearer Certificate shall be
produced, (ii) the Bearer Certificate specified in such certificate shall be
produced by some other person or (iii) the Bearer Certificate specified in
such certificate shall have ceased to be outstanding. The appointment of any
proxy shall be proved by having the signature of the person executing the
proxy guaranteed by any bank, trust company or recognized securities dealer
satisfactory to the Trustee.

         (e) The Trustee shall appoint a temporary chairman of the meeting. A
permanent chairman and a permanent secretary of the meeting shall be elected
by vote of the holders of Investor Certificates evidencing a majority of the
aggregate unpaid principal amount of Investor Certificates of the applicable
Series or Class or all outstanding Series, as the case may be, represented at
the meeting. No vote shall be cast or counted at any meeting in respect of any
Investor Certificate challenged as not outstanding and ruled by the chairman
of the meeting to be not outstanding. The chairman of the meeting shall have
no right to vote except as an Investor Certificateholder or proxy. Any meeting
of Investor Certificateholders duly called at which a quorum is present may be
adjourned from time to time, and the meeting may be held as so adjourned
without further notice.

         (f) The vote upon any resolution submitted to any meeting of Investor
Certificateholders shall be by written ballot on which shall be subscribed the
signatures of Investor Certificateholders or proxies and on which shall be
inscribed the serial number or numbers of the Investor Certificates held or
represented by them. The permanent chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for or
against any resolution and who shall make and file with the secretary of the
meeting their verified written reports in duplicate of all votes cast at the
meeting. A record in duplicate of the proceedings of each meeting of Investor
Certificateholders shall be prepared by the secretary of the meeting and there
shall be attached to said record the original reports of the inspectors of
votes on any vote by ballot taken thereat and affidavits by one or more
persons having knowledge of the facts setting forth a copy of the notice of
the meeting and showing that said notice was published as provided above. The
record shall be signed and verified by the permanent chairman and secretary of
the meeting and one of the duplicates shall be delivered to the Servicer and
the other to the Trustee to be preserved by the Trustee, the latter to have
attached thereto the ballots voted at the meeting. Any record so signed and
verified shall be conclusive evidence of the matters therein stated.

                                 ARTICLE VII

                            Other Matters Relating
                                 to the Seller

         SECTION 7.01. Liability of the Seller. The Seller shall be liable for
all obligations, covenants, representations and warranties of the Seller
arising under or related to this Agreement. Except as provided in the
preceding sentence, the Seller shall be liable only to the extent of the
obligations specifically undertaken by it in its capacity as Seller hereunder.

         SECTION 7.02. Limitation on Liability of the Seller. Subject to
Sections 7.01 and 7.03, neither the Seller nor any of the directors or
officers or employees or agents of the Seller in its capacity as Seller shall
be under any liability to the Trust, the Trustee, the Certificateholders or
any other Person for any action taken or for refraining from the taking of any
action in the capacity as Seller pursuant to this Agreement whether arising
from express or implied duties under this Agreement; provided, however, that
this provision shall not protect the Seller or any such person against any
liability which would otherwise be imposed by reason of willful misfeasance,
bad faith or gross negligence in the performance of duties or by reason of
reckless disregard of obligations and duties hereunder. The Seller and any
director or officer or employee or agent of the Seller 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.

         SECTION 7.03. Seller Indemnification of the Trust and the Trustee.
The Seller shall indemnify and hold harmless the Trust, for the benefit of the
Certificateholders and the other Beneficiaries, and the Trustee, from and
against any loss, liability, expense, damage or injury suffered or sustained
by reason of any acts, omissions or alleged acts or omissions arising out of
activities of the Trust or the Trustee pursuant to this Agreement, including
any judgment, award, settlement, reasonable attorneys' fees and other costs or
expenses incurred in connection with the defense of any actual or threatened
action, proceeding or claim; provided, however, that the Seller shall not
indemnify the Trust or the Trustee if such acts, omissions or alleged acts or
omissions constitute fraud, gross negligence, breach of fiduciary duty or
willful misconduct by the Trustee; and provided, further, that the Seller
shall not indemnify the Trust, the Trustee or the Certificateholders or any
other Beneficiaries for any liabilities, cost or expense of the Trust with
respect to any action taken by the Trustee at the request of any such
Certificateholders or other Beneficiaries to the extent the Trustee is
indemnified by such Certificateholders or other Beneficiaries with respect to
such action nor with respect to any Federal, state or local income or
franchise taxes (or any interest or penalties with respect thereto) required
to be paid by the Trust or any Certificateholder or other Beneficiary in
connection herewith to any taxing authority. Subject to Section 7.01, any
indemnification pursuant to this Section shall only be from (i) the excess of
the Seller's Interest for any date of determination over the Required
Participation Amount as of such date and (ii) any other assets of the Seller
not pledged to third parties or otherwise encumbered in a manner permitted by
the Seller's Certificate of Incorporation and shall only be made after payment
in full of any amounts that the Seller is obligated to deposit in the
Collection Account pursuant to this Agreement. Any indemnification under this
Article VII shall survive the termination of this Agreement.

         SECTION 7.04. Transfer of Seller's Interest to Designated Affiliate.
(a) Notwithstanding anything to the contrary contained in this Agreement,
CARCO, as initial Seller, may sell, transfer, assign and otherwise convey all,
but not less than all, of its right, title and interest in the Trust Assets,
the Seller's Interest, the CARCO Certificate, this Agreement, the Related
Documents and any other agreement, document or instrument relating to this
Agreement or the transactions contemplated hereby and its obligations as
Seller hereunder and thereunder to a Designated Affiliate (such transaction is
referred to herein as the "Designated Affiliate Transfer"); provided that such
Designated Affiliate assumes the performance of every covenant and obligation
of CARCO under this Agreement, the Related Documents and any such other
agreement, document or instrument. Such assignment and assumption shall
automatically occur 10 Business Days following the date notice thereof is
given by CARCO to the Trustee, the Rating Agencies, any Agent and any
Enhancement Providers or on such later date as of which the conditions set
forth in Section 7.04(b) are satisfied.

         (b) The Designated Affiliate Transfer may not be effected unless and
until the following conditions precedent are satisfied:

          (i) CARCO, the Designated Affiliate and the Trustee shall have
     executed and delivered an Assignment and Assumption Agreement and the
     Designated Affiliate shall have delivered to the Trustee the opinion of
     Counsel substantially in the form attached to the Assignment and
     Assumption Agreement;

          (ii) CARCO shall have delivered to the Trustee an officer's
     Certificate and an Opinion of Counsel to the effect that each condition
     precedent (including the requirement with respect to all required
     filings) provided by this Section 7.04 (b) have been complied with;

          (iii) the Rating Agency condition shall have been satisfied with
     respect to such Designated Affiliate Transfer;

          (iv) CARCO shall have delivered to the Trustee a Tax opinion with
     respect to such Designated Affiliate Transfer; and

          (v) all filings required to continue the perfected interest of the
     Trustee in the Receivables and the Collateral Security shall have been
     duly made by such Designated Affiliate.

         (c) Upon such transfer, the Designated Affiliate shall be deemed to
have made all the representations and warranties of the Seller made in this
Agreement as of the date of effectiveness of the Designated Affiliate
Transfer. Upon the effectiveness of the Designated Affiliate Transfer, the
Seller shall surrender the CARCO Certificate to the Transfer Agent and
Registrar for registration of transfer and, upon the issuance of the new CARCO
Certificate in the name of the Designated Affiliate, the term "Seller" or
"CARCO" in this Agreement shall refer to such Designated Affiliate.

                                 ARTICLE VIII

                            Other Matters Relating
                                to the Servicer

         SECTION 8.01. Liability of the Servicer. The Servicer shall be liable
under this Article VIII only to the extent of the obligations specifically
undertaken by the Servicer in its capacity as Servicer.

         SECTION 8.02. Merger or Consolidation of, or Assumption, of the
Obligations of the Servicer. The Servicer shall not consolidate with or merge
into any other corporation or convey or transfer its properties and assets
substantially as an entirety to any Person, unless:

          (a) the corporation formed by such consolidation or into which the
     Servicer is merged or the Person which acquires by conveyance or transfer
     the properties and assets of the Servicer substantially as an entirety
     shall be a corporation organized and existing under the laws of the
     United States of America or any State or the District of Columbia and, if
     the Servicer is not the surviving entity, such corporation shall assume,
     without the execution or filing of any paper or any further act on the
     part of any of the parties hereto, the performance of every covenant and
     obligation of the Servicer hereunder; and

          (b) the Servicer has delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel each stating that such
     consolidation, merger, conveyance or transfer comply with this Section
     8.02 and that all conditions precedent herein provided for relating to
     such transaction have been complied with.

         SECTION 8.03. Limitation on Liability of the Servicer and Others.
Except as provided in Section 8.04, 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, the Trustee, the Certificateholders or any other
Person for any action taken or for refraining from the taking of any action in
its capacity as Servicer pursuant to this Agreement; provided, however, that
this provision shall not protect the Servicer or any such person against any
liability which would otherwise be imposed by reason of 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. The Servicer shall not be under any
obligation to appear in, prosecute or defend any legal action which is not
incidental to its duties to service the Receivables in accordance with this
Agreement which in its reasonable opinion may involve it in any expense or
liability.

         SECTION 8.04. Servicer Indemnification of the Trust and the Trustee.
The Servicer shall indemnify and hold harmless the Trust, for the benefit of
the Certificateholders and the other Beneficiaries, and the Trustee, from and
against any loss, liability, expense, damage or injury suffered or sustained
by reason of any acts, omissions or alleged acts or omissions arising out of
activities of the Servicer, the Trust or the Trustee pursuant to this
Agreement, including any judgment, award, settlement, reasonable attorneys'
fees and other costs or expenses incurred in connection with the defense of
any actual or threatened action, proceeding or claim; provided, however, that
the Servicer shall not indemnify the Trust or the Trustee if such acts,
omissions or alleged acts or omissions constitute fraud, gross negligence,
breach of fiduciary duty or willful misconduct by the Trustee; and provided
further that the Servicer shall not indemnify the Trust, the Trustee or the
Certificateholders or the other Beneficiaries for any liabilities, cost or
expense of the Trust with respect to any action taken by the Trustee at the
request of the Certificateholders or any other Beneficiaries to the extent the
Trustee is indemnified by such Certificateholders or other Beneficiaries with
respect to such action or with respect to any Federal, state or local income
or franchise taxes (or any interest or penalties with respect thereto)
required to be paid by the Trust or the Certificateholders or the other
Beneficiaries in connection herewith to any taxing authority. Any
indemnification under this Article VIII shall survive the termination of this
Agreement and the resignation and removal of the Trustee.

         SECTION 8.05. The Servicer Not To Resign. The Servicer shall not
resign from the obligations and duties hereby imposed on it except upon
determination that (a) the performance of its duties hereunder is no longer
permissible under applicable law and (b) there is no reasonable action which
the Servicer could take to make the performance of its duties hereunder
permissible under applicable law. Any such determination permitting the
resignation of the Servicer shall be evidenced as to clause (a) above by an
opinion of Counsel to such effect delivered to the Trustee. No such
resignation shall become effective until the Trustee or a Successor Servicer
shall have assumed the responsibilities and obligations of the Servicer in
accordance with Section 10.02 hereof. If the Trustee is unable within 120 days
of the date of such determination to appoint a Successor Servicer, the Trustee
shall serve as Successor Servicer hereunder.

         SECTION 8.06. Access to Certain Documentation and Information
Regarding the Receivables. The Servicer shall provide to the Trustee access to
the documentation regarding the Accounts and the Receivables in such cases
where the Trustee is required in connection with the enforcement of the rights
of the Certificateholders, or by applicable statutes or regulations to review
such documentation, such access being afforded without charge but only (a)
upon reasonable request, (b) during normal business hours, (c) subject to the
Servicer's, normal security and confidentiality procedures and (d) at offices
designated by the Servicer. Nothing in this Section 8.06 shall derogate from
the obligation of the Seller, the Trustee or the Servicer to observe any
applicable law prohibiting disclosure of information regarding the Dealers and
the failure of the Servicer to provide access as provided in this Section 8.06
as a result of such obligation shall not constitute a breach of this Section
8.06.

         SECTION 8.07. Delegation of Duties. Subject to Section 3.01, in the
ordinary course of business, the Servicer may at any time delegate any duties
hereunder to any Person who agrees to conduct such duties in accordance with
the Floorplan Financing Guidelines and this Agreement. The Servicer shall give
prompt written notice of any such delegation of a material function to the
Rating Agencies, any Agent and any Enhancement Providers. Such delegation
shall not relieve the Servicer of its liability and responsibility with
respect to such duties, and shall not constitute a resignation within the
meaning of Section 8.05 and the Rating Agency Condition shall have been
satisfied with respect to such delegation prior to such delegation.

         SECTION 8.08. Examination of Records. The Seller and the Servicer
shall indicate generally in its computer files or other records that the
Receivables arising in the Accounts have been conveyed to the Trust pursuant
to this Agreement for the benefit of the Certificateholders and the other
Beneficiaries. The Seller and the Servicer shall, prior to the sale or
transfer to a third party of any receivable held in its custody, examine its
computer and other records to determine that such receivable is not a
Receivable.

                                  ARTICLE IX

                           Early Amortization Events

         SECTION 9.01. Early Amortization Events. If any one of the following
events shall occur:

          (a) a failure by the Seller to convey Receivables in Additional
     Accounts to the Trust within five Business Days after the day on which it
     is required to convey such Receivables pursuant to this Agreement;

          (b) the Seller or the Servicer (or CCC, if it is not the Servicer)
     shall file a petition commencing a voluntary case under any chapter of
     the Federal bankruptcy laws; or the Seller or the Servicer (or CCC, as
     aforesaid) shall file a petition or answer or consent seeking
     reorganization, arrangement, adjustment, or composition under any other
     similar applicable Federal law, or shall consent to the filing of any
     such petition, answer, or consent; or the Seller or the Servicer (or CCC,
     as aforesaid) shall appoint, or consent to the appointment of, a
     custodian, receiver, liquidator, trustee, assignee, sequestrator or other
     similar official in bankruptcy or insolvency of it or of any substantial
     part of its property; or the Seller or the Servicer (or CCC, as
     aforesaid) shall make an assignment for the benefit of creditors, or
     shall admit in writing its inability to pay its debts generally as they
     become due;

          (c) any order for relief against the Seller or the Servicer (or CCC,
     if it is not the Servicer shall have been entered by a court having
     jurisdiction in the premises under any chapter of the Federal bankruptcy
     laws, and such order shall have continued undischarged or unstayed for a
     period of 60 days; or a decree or order by a court having jurisdiction in
     the premises shall have been entered approving as properly filed a
     petition seeking reorganization, arrangement, adjustment, or composition
     of the Seller or the Servicer (or CCC, as aforesaid) under any other
     similar applicable Federal law, and such decree or order shall have
     continued undischarged or unstayed for a period of 120 days; or a decree
     or order of a court having jurisdiction in the premises for the
     appointment of a custodian, receiver, liquidator, trustee, assignee,
     sequestrator, or other similar official in bankruptcy or insolvency of
     the Seller or the Servicer (or CCC, as aforesaid) or of any substantial
     part of its property, or for the winding up or liquidation of its
     affairs, shall have been entered, and such decree or order shall have
     remained in force undischarged or unstayed for a period of 120 days;

          (d) CFC or Chrysler shall file a petition commencing a voluntary
     case under any chapter of the Federal bankruptcy laws; or CFC or Chrysler
     shall file a petition or answer or consent seeking reorganization,
     arrangement, adjustment, or composition under any other similar
     applicable Federal law, or shall consent to the filing of any such
     petition, answer, or consent; or CFC or Chrysler shall appoint, or
     consent to the appointment of, a custodian, receiver, liquidator,
     trustee, assignee, sequestrator or other similar official in bankruptcy
     or insolvency of it or of any substantial part of its property; or CFC or
     Chrysler shall make an assignment for the benefit of creditors, or shall
     admit in writing its inability to pay its debts generally as they become
     due;

          (e) any order for relief against CFC or Chrysler shall have been
     entered by a court having jurisdiction in the premises under any chapter
     of the Federal bankruptcy laws, and such order shall have continued
     undischarged or unstayed for a period of 60 days; or a decree or order by
     a court having jurisdiction in the premises shall have been entered
     approving as properly filed a petition seeking reorganization,
     arrangement, adjustment, or composition of CFC or Chrysler under any
     other similar applicable Federal law, and such decree or order shall have
     continued undischarged or unstayed for period of 120 days; or a decree or
     order of a court having jurisdiction in the premises for the appointment
     of a custodian, receiver, liquidator, trustee, assignee, sequestrator, or
     other similar official in bankruptcy or insolvency of CFC or Chrysler or
     of any substantial part of its property, or for the winding up or
     liquidation of its affairs, shall have been entered, and such decree or
     order shall have remained in force undischarged or unstayed for a period
     of 120 days;

          (f) failure on the part of the Seller, the Servicer or CCC, as
     applicable, (i) to make any payment or deposit (including any Transfer
     Deposit Amount or Adjustment Payment) required by the terms of this
     Agreement or the Receivables Purchase Agreement on or before the date
     occurring two Business Days after the date such payment or deposit is
     required to be made herein, or (ii) with respect to any Series, to
     deliver a Distribution Date Statement within five Business Days of the
     day such item is due to be delivered under this Agreement, or (iii) duly
     to observe or perform in any material respect the covenant of the Seller
     set forth in Section 2.06(a) or (iv) duly to observe or perform in any
     material respect any other covenants or agreements of the Seller or the
     Servicer, as the case may be, set forth in this Agreement or the
     Receivables Purchase Agreement, which failure in the case of this clause
     (iv) continues unremedied for a period of 45 days after the date on which
     written notice of such failure, requiring the same to be remedied, shall
     have been given to the Seller by the Trustee or any Enhancement Provider;

          (g) any representation or warranty made by CCC in the Receivables
     Purchase Agreement or the Seller in this Agreement or any information
     contained in a computer file or microfiche or written list required to be
     delivered by the Seller pursuant to Section 2.01, 2.05, 2.07 or 2.08, (i)
     shall prove to have been incorrect in any material respect when made or
     when delivered, and shall continue to be incorrect in any material
     respect for a period of 60 days after the date on which written notice of
     such failure, requiring the same to be remedied, shall have been given to
     the Seller by the Trustee and (ii) as a result of such incorrectness the
     interests of the Holders of the Investor Certificates are materially and
     adversely affected; provided, however, that an Early Amortization Event
     shall not be deemed to have occurred under this paragraph if the Seller
     has repurchased the related Receivable or all such Receivables, if
     applicable, during such period in accordance with the provisions of this
     Agreement; or

          (h) the Trust or the Seller shall become an "investment company"
     within the meaning of the Investment Company Act;

then, subject to applicable law, and after the applicable grace period, if
any, an amortization event (an "Early Amortization Event") shall occur without
any notice or other action on the part of the Trustee, any Agent, the
Certificateholders or any other Beneficiary, immediately upon the occurrence
of such event.

         SECTION 9.02. Additional Rights Upon the Occurrence of Certain
Events. (a) If an Insolvency Event occurs with respect to the Seller or the
Seller violates Section 2.06(a) for any reason, the Seller shall on the day
such Insolvency Event or violation occurs (the "Appointment Date") immediately
cease to transfer Receivables to the Trust and shall promptly give notice to
the Trustee of such Insolvency Event or violation. Notwithstanding any
cessation of the transfer to the Trust of additional Receivables, Receivables
transferred to the Trust prior to the occurrence of such Insolvency Event or
violation and Collections in respect of such Receivables whenever created or
accrued in respect of such Receivables, shall continue to be a part of the
Trust. Within 15 days of the Appointment Date, the Trustee shall (i) publish a
notice in an Authorized Newspaper that an Insolvency Event or violation has
occurred and that the Trustee intends to sell, dispose of or otherwise
liquidate the Receivables on commercially reasonable terms and in a
commercially reasonable manner and (ii) give notice to Investor
Certificateholders describing the provisions of this Section and requesting
instructions from such Holders. Unless the Trustee shall have received
instructions within 90 days from the date notice pursuant to clause (ii) above
is first given from (x) Holders of Investor Certificates evidencing more than
50% of the aggregate unpaid principal amount of each Series or, with respect
to any Series with two or more Classes, of each Class, to the effect that such
Investor Certificateholders disapprove of the liquidation of the Receivables
and wish to continue having Principal Receivables transferred to the Trust as
before such Insolvency Event or violation, and (y) each holder of a
Supplemental Certificate to such effect, then the Trustee shall promptly sell,
dispose of or otherwise liquidate the Receivables in a commercially reasonable
manner and on commercially reasonable terms, which shall include the
solicitation of competitive bids. The Trustee may obtain a prior determination
from any applicable conservator, receiver or liquidator that the terms and
manner of any proposed sale, disposition or liquidation are commercially
reasonable. The provisions of Sections 9.01 and 9.02 shall not be deemed to be
mutually exclusive.

         (b) The proceeds from the sale, disposition or liquidation of the
Receivables pursuant to paragraph (a) ("Insolvency Proceeds") shall be
immediately deposited in the Collection Account. The Trustee shall determine
conclusively the amount of the Insolvency Proceeds which are deemed to be
Non-Principal Receivables and Principal Receivables. The Insolvency Proceeds
shall be allocated and distributed to Investor Certificateholders in
accordance with Article IV and the terms of each Supplement and the Trust
shall terminate immediately thereafter.

                                  ARTICLE X

                               Service Defaults

         SECTION 10.01. Service Defaults. If any one of the following events
(a "Service Default") shall occur and be continuing with respect to the
Servicer:

          (a) any failure by the Servicer to make any payment, transfer or
     deposit or to give instructions or to give notice to the Trustee to make
     such payment, transfer or deposit or to give notice to the Trustee as to
     any action to be taken under any Enhancement Agreement on or before the
     date occurring five days after the date such payment, transfer or deposit
     or such instruction or notice is required to be made or given, as the
     case may be, under the terms of this Agreement;

          (b) failure on the part of the Servicer duly to observe or perform
     any other covenants or agreements of the Servicer set forth in this
     Agreement which has a material adverse effect on the Investor
     Certificateholders of any Series, which continues 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 to the Servicer
     by the Trustee; or the Servicer shall delegate its duties under this
     Agreement, except as permitted by Sections 3.01 and 8.07;

          (c) any representation, warranty or certification made by the
     Servicer in this Agreement or in any certificate delivered pursuant to
     this Agreement shall prove to have been incorrect when made, which has a
     material adverse effect on the rights of the Investor Certificateholders
     of any Series and which material adverse effect continues for a period of
     60 days after the date on which written notice thereof, requiring the
     same to be remedied, shall have been given to the Servicer by the
     Trustee;

          (d) the Servicer shall consent to the appointment of a conservator
     or receiver or liquidator or other similar official in any bankruptcy,
     insolvency, readjustment of debt, marshalling of assets and liabilities
     or similar proceedings of or relating to the Servicer or of or relating
     to all or substantially all of its property, or a decree or order of a
     court or agency or supervisory authority having jurisdiction in the
     premises for the appointment of a conservator or receiver or liquidator
     or other similar official in any insolvency, readjustment of debt,
     marshalling of assets and liabilities or similar proceedings, or for the
     winding up or liquidation of its affairs, shall have been entered against
     the Servicer and such decree or order shall have remained in force
     undischarged or unstayed; or the Servicer 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 statute, make any assignment for the benefit of its
     creditors or voluntarily suspend payment of its obligations; then, in the
     event of any service Default, so long as the Service Default shall not
     have been remedied, the Trustee, by notice then given in writing to the
     Servicer (a "Termination Notice"), may terminate all but
     ------------------ not less than all of the rights and obligations (other
     than its obligations that have accrued up to the time of such
     termination) of the Servicer as Servicer under this Agreement and in and
     to the Receivables and the proceeds thereof. After receipt by the
     Servicer of a Termination Notice, and on the date that a Successor
     Servicer shall have been appointed by the Trustee pursuant to Section
     10.02, all authority and power of the Servicer under this Agreement shall
     pass to and be vested in a successor Servicer (a "Service Transfer") and,
     without limitation, the Trustee is hereby authorized and empowered (upon
     the ----------------- failure of the Servicer to cooperate) to execute
     and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise,
     all documents and other instruments upon the failure of the Servicer to
     execute or deliver such documents or instruments, and to do and
     accomplish all other acts or things necessary or appropriate to effect
     the purposes of such Service Transfer. The Servicer agrees to cooperate
     with the Trustee and such Successor Servicer in effecting the termination
     of the responsibilities and rights of the Servicer to conduct servicing
     hereunder, including the transfer to such Successor Servicer of all
     authority of the Servicer to service the Receivables provided for under
     this Agreement, including all authority over all Collections which shall
     on the date of transfer be held by the Servicer for deposit, or which
     rave been deposited by the Servicer, in the Collection Account, or which
     shall thereafter be received with respect to the Receivables, and in
     assisting the Successor Servicer. The Servicer shall promptly transfer
     its electronic records relating to the Receivables to the Successor
     Servicer in such electronic form as the Successor Servicer may reasonably
     request and shall promptly transfer to the Successor Servicer all other
     records, correspondence and documents necessary for the continued
     servicing of the Receivables in the manner and at such times as the
     Successor Servicer shall reasonably request. To the extent that
     compliance with this Section 10.01 shall require the Servicer to disclose
     to the Successor Servicer information of any kind which the Servicer
     reasonably deems to be confidential, the Successor Servicer shall be
     required to enter into such customary licensing and confidentiality
     agreements as the Servicer shall deem necessary to protect its interest.

         Notwithstanding the foregoing, a delay in or failure of performance
under Section 10.01(a) for a period of 10 Business Days or under section
10.01(b) or (c) for a period of 60 Business Days, shall not constitute a
Service Default if such delay or failure could not be prevented by the
exercise of reasonable diligence by the Servicer and such delay or failure was
caused by an act of God or the public enemy, acts of declares or undeclared
war, public disorder, rebellion or sabotage, epidemics, landslides, lightning,
fire, hurricanes, earthquakes, floods or similar causes. The preceding
sentence shall not relieve the Servicer from using its best efforts to perform
its respective obligations in a timely manner in accordance with the terms of
this Agreement and the Servicer shall provide the Trustee, any Agents, any
Enhancement Providers, the Seller and the Certificateholders with an Officers'
Certificate giving prompt notice of such failure or delay by it, together with
a description of its efforts so to perform its obligations. The Servicer shall
immediately notify the Trustee in writing of any Service Default.

         SECTION 10.02. Trustee to Act; Appointment of Successor. (a) On and
after the receipt by the Servicer of a Termination Notice pursuant to Section
10.01, the Servicer shall continue to perform all servicing functions under
this Agreement until the date specified in the Termination Notice or otherwise
specified by the Trustee in writing or, if no such date is specified in such
Termination Notice, or otherwise specified by the Trustee, until a date
mutually agreed upon by the Servicer and Trustee. The Trustee shall as
promptly as possible after the giving of a Termination Notice appoint an
Eligible Servicer as a successor servicer (the "Successor Servicer"), subject
to the consent of any Enhancement Providers and any Agents, which consent
shall not be unreasonably withheld, and such Successor Servicer shall accept
its appointment by a written assumption in a form acceptable to the Trustee.
In the event that a Successor Servicer has not been appointed or has not
accepted its appointment at the time when the Servicer ceases to act as
Servicer, the Trustee without further action shall automatically be appointed
the Successor Servicer. The Trustee may delegate any of its servicing
obligations to an affiliate or agent in accordance with sections 3.01 and
8.07. Notwithstanding the above, the Trustee shall, if it is legally unable so
to act, petition a court of competent jurisdiction to appoint any established
institution having a net worth of not less than $100,000,000 and whose regular
business includes the servicing of wholesale receivables as the Successor
Servicer hereunder. The Trustee shall immediately give notice to the Rating
Agencies, any Enhancement Providers, any Agents and the Certificateholders
upon the appointment of a Successor, any Agents Servicer.

         (b) Upon its appointment, the Successor Servicer shall be the
successor in all respects to the Servicer with respect to servicing functions
under this Agreement and shall be subject to all the responsibilities, duties
and liabilities relating thereto placed on the Servicer by the terms and
provisions hereof (except that the Successor Servicer shall not be liable for
any liabilities incurred by the predecessor Servicer), and all references in
this Agreement to the Servicer shall be deemed to refer to the Successor
Servicer. Any Successor Servicer, by its acceptance of its appointment, will
automatically agree to be bound by the terms and provisions of any Enhancement
Agreement.

         (c) In connection with any Termination Notice, the Trustee will
review any bids which it obtains from Eligible Servicers and shall be
permitted to appoint any Eligible Servicer submitting such a bid as a
Successor Servicer for servicing compensation not in excess of the Servicing
Fee (provided that if all such bids exceed the Servicing Fee the Seller at its
own expense shall pay when due the amount of any compensation in excess of the
Servicing Fee); provided, however, that the Seller shall be responsible for
payment of the Seller's portion of the Servicing Fee as determined pursuant to
this Agreement and all other amounts in excess of the Investors' Servicing
Fee, and that no such monthly compensation paid out of Collections shall be in
excess of the Investors' Servicing Fee permitted to the Servicer. The holders
of the Seller's Certificates agree that if CCC (or any Successor Servicer) is
terminated as Servicer hereunder, the portion of Collections to be paid to the
Seller shall be reduced by an amount sufficient to pay Seller's share of the
compensation of the Successor Servicer.

         (d) All authority and power granted to the Successor Servicer under
this Agreement shall automatically cease and terminate upon termination of the
Trust pursuant to Section 12.01, and shall pass to and be vested in the Seller
and, without limitation, the Seller is hereby authorized and empowered to
execute and deliver, on behalf of the Successor Servicer, as attorney-in-fact
or otherwise, all documents and other instruments, and to do and accomplish
all other acts or things necessary or appropriate to effect the purposes of
such transfer of servicing rights. The Successor Servicer agrees to cooperate
with the Seller in effecting the termination of the responsibilities and
rights of the Successor Servicer to conduct servicing on the Receivables. The
Successor Servicer shall transfer its electronic records relating to the
Receivables to the Seller in such electronic form as the Seller may reasonably
request and shall transfer all other records, correspondence and documents to
the Seller in the manner and at such times as the Seller shall reasonably
request. To the extent that compliance with this Section 10.02 shall require
the Successor Servicer to disclose to the Seller information of any kind which
the Successor Servicer deems to be confidential, the Seller shall be required
to enter into such customary licensing and confidentiality agreements as the
Successor Servicer shall deem necessary to protect its interests.

                                  ARTICLE XI

                                  The Trustee

         SECTION 11.01. Duties of Trustee. (a) The Trustee, prior to the
occurrence of a Service Default of which it has knowledge and after the curing
of all Service Defaults which may have occurred, undertakes to perform such
duties and only such duties as are specifically set forth in this Agreement.
If a Service Default to the knowledge of the Trustee has occurred (which has
not been cured or waived), the Trustee shall exercise such of the rights and
powers vested in it by this Agreement and use the same degree of care and
skill in their exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.

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

         (c) Subject to Section 11.01(a), 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 misconduct: provided,
however, that;

          (i) the Trustee shall not be personally liable for an error of
     judgment made in good faith by a Responsible officer or Responsible
     Officers of the Trustee, unless it shall be proved that the Trustee was
     negligent in ascertaining the pertinent facts;

          (ii) the Trustee shall not be charged with knowledge of any Service
     Default or the failure by the Servicer to comply with the obligations of
     the Servicer referred to in Section 10.01(a) and (b) unless a Responsible
     Officer of the Trustee obtains actual knowledge of such failure; and

          (iii) the Trustee shall not be charged with knowledge of an Early
     Amortization Event unless a Responsible Officer of the Trustee obtains
     actual knowledge thereof.

         (d) 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 is
reasonable ground for believing that the repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it, and
none of the provisions contained in this Agreement shall in any event require
the Trustee to perform, or be responsible for the manner of performance of,
any obligations of the Servicer under this Agreement except during such time,
if any, as the Trustee shall be the successor to, and be vested with the
rights, duties, powers and privileges of, the Servicer in accordance with the
terms of this Agreement.

         (e) Except for actions expressly authorized by this Agreement, the
Trustee shall take no action reasonably likely to impair the interests of the
Trust in any Receivable now existing or hereafter created or to impair the
value of any Receivable now existing or hereafter created.

         (f) Except as expressly provided in this Agreement, the Trustee shall
have no power to vary the corpus of the Trust including the power to (i)
accept any substitute obligation for a Receivable initially assigned to the
Trust under Section 2.01 or 2.05, (ii) add any other investment, obligation or
security to the Trust or (iii) withdraw from the Trust any Receivables.

         (g) In the event that the Transfer Agent and Registrar shall fail to
perform any obligation, duty or agreement in the manner or on the day required
to be performed by the Transfer Agent and Registrar, as the case may be, under
this Agreement, the Trustee shall be obligated promptly upon its actual
knowledge thereof to perform such obligation, duty or agreement in the manner
so required.

         (h) If the Seller has agreed to transfer any of its wholesale
receivables (other than the Receivables) to another Person, then upon the
written request of the Seller, the Trustee will enter into such intercreditor
agreements with the transferee of such receivables as are customary and
necessary to identify separately the rights of the Trust and such other Person
in the Seller's wholesale receivables; provided, however, that the Trustee
shall not be required to enter into any intercreditor agreement which could
adversely affect the interests of the Investor Certificateholders or the
Trustee and, upon the request of the Trustee, the Seller will deliver an
Opinion of Counsel on any matters relating to such intercreditor agreement,
reasonably requested by the Trustee.

         (i) Notwithstanding any other provision contained herein, the Trustee
is not acting as, and shall not be deemed to be, a fiduciary for any
Enhancement Provider in its capacity as such or as a Beneficiary, and the
Trustee's sole responsibility with respect to said parties shall be to perform
those duties with respect to said parties as are specifically set forth herein
and no implied duties or obligations shall be read into this Agreement against
the Trustee with respect to any such party.

         SECTION 11.02. Certain Matters Affecting the Trustee. Except as
otherwise provided in Section 11.01: (a) the Trustee may rely on and shall be
protected in acting on, or in refraining from acting in accord with, any
resolution, Officers' Certificate, 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 to it pursuant to this Agreement by the
proper party or parties;

         (b) the Trustee may consult with counsel and any 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 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 hereunder or in relation hereto, 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 reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby;

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

         (e) 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:

         (f) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys or a custodian, and the Trustee shall not be responsible for any
misconduct or negligence on the part of any such agent, attorney or custodian
appointed with due care by it hereunder; and

         (g) except as may be required by Section 11.01(a) hereof, the Trustee
shall not be required to make any initial or periodic examination of any
documents or records related to the Receivables or the Accounts for the
purpose of establishing the presence or absence of defects, the compliance by
the Seller with its representations and warranties or for any other purpose.

         SECTION 11.03. Trustee Not Liable for Recitals in Certificates. The
Trustee assumes no responsibility for the correctness of the recitals
contained herein and in the Certificates (other than the certificate of
authentication on the Certificates). Except as set forth in Section 11.14, the
Trustee makes 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 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 Seller in respect of the Receivables or
deposited in or withdrawn from the Collection Account or any Series Account.

         SECTION 11.04. Trustee May Own Certificates. The Trustee in its
individual or any other capacity may become the owner or pledgee of Investor
Certificates with the same rights as it would have if it were not the Trustee.

         SECTION 11.05. The Servicer to Pay Trustee's Fees and Expenses. The
Servicer covenants and agrees to pay to the Trustee from time to time, and the
Trustee shall be entitled to receive, reasonable compensation (which shall not
be limited by any provision of law in regard to the compensation of a trustee
of an express trust) for all services rendered by it in the execution of the
trust hereby created and in the exercise and performance of any of the powers
and duties hereunder of the Trustee, and, subject to Section 8.04, the
Servicer will pay or reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any of the provisions of this Agreement (including the
reasonable fees and expenses of its agents, any co-trustee and counsel) except
any such expense, disbursement or advance as may arise from its gross
negligence or bad faith and except as provided in the second following
sentence. The Servicer's covenant to pay the expenses, disbursements and
advances provided for in the preceding sentence shall survive the termination
of this Agreement. If the Trustee is appointed Successor Servicer pursuant to
Section 10.02, the provisions of this Section 11.05 shall not apply to
expenses, disbursements and advances made or incurred by the Trustee in its
capacity as Successor Servicer, which shall be covered out of the Servicing
Fee.

         SECTION 11.06. Eligibility Requirements for Trustee. The Trustee
hereunder shall at all times be a corporation 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 authority. If such corporation publishes 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 11.06, 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 11.06, the
Trustee shall resign immediately in the manner and with the effect specified
in Section 11.7.

         SECTION 11.07. Resignation or Removal of Trustee. (a) The Trustee may
at any time resign and be discharged from the trust hereby created by giving
written notice thereof to the Seller and the Servicer. Upon receiving such
notice of resignation, the Seller 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.

         (b) If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section 11.06 hereof and shall fail 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 a bankrupt or
insolvent, or if 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 and promptly appoint
a successor trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the Trustee so removed and one copy to the
successor trustee.

         (c) Any resignation or removal of the Trustee and appointment of
successor trustee pursuant to any of the provisions of this Section 11.07
shall not become effective until acceptance of appointment by the successor
trustee as provided in Section 11.08 hereof.

         SECTION 11.08. Successor Trustee. (a) Any successor trustee appointed
as provided in Section 11.07 hereof shall execute, acknowledge and deliver to
the Seller 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 herein. The predecessor Trustee shall
deliver to the successor trustee all documents or copies thereof, at the
expense of the Servicer, and statements held by it hereunder; and the Seller
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, power, duties
and obligations. The Servicer shall immediately give notice to each Rating
Agency and the Certificateholders upon the appointment of a successor trustee.

         (b) No successor trustee shall accept appointment as provided in this
Section 11.08 unless at the time of such acceptance such successor trustee
shall be eligible under the provisions of Section 11.06 hereof.

         SECTION 11.09. Merger or Consolidation of Trustee. Any Person into
which the Trustee may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any Person succeeding
to the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided such corporation shall be eligible under the
provisions of section 11.06 hereof, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding.

         SECTION 11.10. Appointment of Co-trustee or Separate Trustee. (a)
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 may at the time be located, the Trustee shall have the power
and may execute and deliver all instruments to appoint one or more Persons to
act as a co-trustee or co-trustees, or separate trustee or separate trustees,
of all or any part of the Trust, and to vest in such Person or Persons, 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 11.10, such powers, duties, obligations, rights and trusts as the
Trustee may consider necessary or desirable. No co-trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a successor
trustee under Section 11.06 and no notice to Certificateholders of the
appointment of any co-trustee or separate trustee shall be required under
Section 11.08 hereof.

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

          (i) all rights, powers, duties and obligations conferred or imposed
     upon the Trustee shall be conferred or imposed 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;

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

          (iii) the Trustee may at any time accept the resignation of or
     remove any separate trustee or co-trustee.

         (c) Any notice, request or other writing given to the Trustee shall
be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement
and the conditions of this Article XI. 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. Every such instrument shall be filed with the
Trustee and a copy thereof given to the Servicer.

         (d) Any separate trustee or co-trustee may at any time constitute 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 11.11. Tax Returns. In the event the Trust shall be required
to file tax returns, the Trustee shall prepare, or shall cause to be prepared,
and file any tax returns required to be filed by the Trust. The Trustee in
accordance with the terms of the Supplements shall also prepare or shall cause
to be prepared all tax information required by law to be distributed to the
Investor Certificateholders. The Trustee will distribute or cause to be
distributed such information to the Investor Certificateholders. The Servicer,
upon request, will furnish the Trustee with all such information known to the
Servicer as may be reasonably required in connection with the preparation of
all tax returns of the Trust or in connection with the distribution of tax
information to the Investor Certificateholders.

         SECTION 11.12. 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 11.13. Suits for Enforcement. If a Service Default shall
occur and be continuing, the Trustee, in its discretion may, subject to the
provisions of Section 10.01, proceed to protect and enforce its rights and the
rights of the Certificateholders under this Agreement by suit, action or
proceeding in equity or at law or otherwise, whether for the specific
performance of any covenant or agreement contained in this Agreement or in aid
of the execution of any power granted in this Agreement or for the enforcement
of any other legal, equitable or other remedy as the Trustee, being advised by
counsel, shall deem most effectual to protect and enforce any of the rights of
the Trustee or the Certificateholders. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt
on behalf of any Certificateholder any plan of reorganization, arrangement,
adjustment or composition affecting the Certificates or the rights of any
Holder thereof, or authorize the Trustee to vote in respect of the claim of
any Certificateholder in any such proceeding.

         SECTION 11.14. Representations and Warranties of Trustee. The Trustee
represents and warrants that:

          (i) the Trustee is a banking corporation organized, existing and in
     good standing under the laws of the State of New York:

          (ii) the Trustee has full power, authority and right to execute,
     deliver and perform this Agreement and each Supplement, and has taken all
     necessary action to authorize the execution, delivery and performance by
     it of this Agreement and each Supplement; and

          (iii) this Agreement and each Supplement has been duly executed and
     delivered by the Trustee.

         SECTION 11.15. Maintenance of Office or Agency. The Trustee will
maintain at its expense in the Borough of Manhattan, The City of New York, an
office or offices or agency or agencies where notices and demands to or upon
the Trustee in respect of the Certificates and this Agreement may be served.
The Trustee initially designates its Corporate Trust Office as its office for
such purposes in New York. The Trustee will give prompt written notice to the
Servicer and to Holders of the Certificates of any change in the location of
the Certificate Register or any such office or agency.

                                 ARTICLE XII

                                  Termination

         SECTION 12.01. Termination of Trust. The Trust and the respective
obligations and responsibilities of the Seller, the Servicer and the Trustee
created hereby (other than the obligation of the Trustee to make payments to
Investor Certificateholders as hereafter set forth) shall terminate, except
with respect to the duties described in Sections 7.03, 8.04 and 12.02(b), upon
the earlier of (i) May 31, 2012 (the "Final Maturity, Date"), (ii) the day
following the Distribution Date on which the Invested Amount for all Series is
zero and (iii) the time provided in Section 9.02(b) (the "Trust Termination
Date"). The Servicer will give the Rating Agencies prompt notice of the
termination of the Trust.

         SECTION 12.02. Final Distribution. (a) The Servicer shall give the
Trustee at least 30 days prior notice of the Distribution Date on which the
Investor Certificateholders of any Series or Class may surrender their
Investor Certificates for payment of the final distribution on and
cancellation of such Investor Certificates (or, in the event of a final
distribution resulting from the application of Section 2.03 or 9.01, notice of
such Distribution Date promptly after Servicer has determined that a final
distribution will occur, if such determination is made less than 30 days prior
to such Distribution Date). Such notice shall be accompanied by an Officer's
Certificate setting forth the information specified in Section 3.05 covering
the period during the then-current calendar year through the date of such
notice. Not later than the fifth day of the month in which the final
distribution in respect of such Series or Class is payable to Investor
Certificateholders, the Trustee shall provide notice to Investor
Certificateholders of such Series or Class specifying (i) the date upon which
final payment of such Series or Class will be made upon presentation and
surrender of Investor Certificates of such Series or Class at the office or
offices therein designated, (ii) the amount of any such final payment and
(iii) that the Record Date otherwise applicable to such payment date is not
applicable, payments being made only upon presentation and surrender of such
Investor Certificates at the office or offices therein specified (which, in
the case of Bearer Certificates, shall be outside the United States). The
Trustee shall give such notice to the Transfer Agent and Registrar and the
Rating Agencies at the time such notice is given to Investor
Certificateholders.

         (b) Notwithstanding a final distribution to the Investor
Certificateholders of any Series or Class (or the termination of the Trust),
except as otherwise provided in this paragraph, all funds then on deposit in
the Collection Account and any Series Account allocated to such Investor
Certificateholders shall continue to be held in trust for the benefit of such
Investor Certificateholders and the Trustee shall pay such funds to such
Investor Certificateholders upon surrender of their Investor Certificates (and
any excess shall be paid in accordance with the terms of any Enhancement
Agreement). In the event that all such Investor Certificateholders shall not
surrender their Investor Certificates for cancelation within six months after
the date specified in the notice from the Trustee described in paragraph (a),
the Trustee shall give a second notice to the remaining such Investor
Certificateholders to surrender their Investor Certificates for cancelation
and receive the final distribution with respect thereto (which surrender and
payment, in the case of Bearer Certificates, shall be outside the United
States). If within one year after the second notice all such Investor
Certificates shall not have been surrendered for cancelation, the Trustee may
take appropriate steps, or may appoint an agent to take appropriate steps, to
contact the remaining such Investor Certificateholders concerning surrender of
their Investor Certificates, and the cost thereof shall be paid out of the
funds in the Collection Account or any Series Account held for the benefit of
such Investor Certificateholders. The Trustee shall pay to the Seller any
monies held by it for the payment of principal or interest that remain
unclaimed for two years. After payment to the Seller, Investor
Certificateholders entitled to the money must look to the Seller for payment
as general creditors unless an applicable abandoned property law designates
another Person.

         (c) In the event that the Invested Amount with respect to any Series
is greater than zero on its Termination Date (after giving effect to deposits
and distributions otherwise to be made on such Termination Date), the Trustee
will sell or cause to be sold on such Termination Date Receivables (or
interests therein) in an amount equal to the sum of (i) 1105 of the Invested
Amount with respect to such Series on such Termination Date (after giving
effect to such deposits and distributions) and (ii) the Available Subordinated
Amount with respect to such Series on the preceding Determination Date (after
giving effect to the allocations, distributions, withdrawals and deposits to
be made on the Distribution Date following such Determination Date); provided,
however, that in no event shall such amount exceed such Series' Series
Allocation Percentage (for the Collection Period in which such Termination
Date occurs) of Receivables on such Termination Date. The proceeds (the
"Termination Proceeds") from such sale shall be immediately deposited into the
Collection Account for the benefit of the Investor Certificateholders of such
Series. The Termination Proceeds shall be allocated and distributed to the
Investor Certificateholders of such Series in accordance with the terms of the
applicable Supplement.

         SECTION 12.03. Seller's Termination Rights. Upon the termination of
the Trust pursuant to Section 12.01 and the surrender of the Seller's
Certificates, the Trustee shall sell, assign and convey to the Seller or its
designee, without recourse, representation or warranty, all right, title and
interest of the Trust in the Receivables, whether then existing or thereafter
created, all Collateral Security with respect thereto, all monies due or to
become due and all amounts received with respect thereto and all proceeds
thereof, except for amounts held by the Trustee pursuant to Section 12.02(b),
and all of the Seller's rights, remedies, powers and privileges with respect
to such Receivables under the Receivables Purchase Agreement. The Trustee
shall execute and deliver such instruments of transfer and assignment, in each
case without recourse, as shall be reasonably requested by the Seller to vest
in the Seller or its designee all right, title and interest which the Trust
had in all such property.

                                 ARTICLE XIII

                           Miscellaneous Provisions

         SECTION 13.01. Amendment. (a) This Agreement or any Supplement may be
amended from time to time (including in connection with the issuance of a
Supplemental Certificate) by the Servicer, the Seller and the Trustee without
the consent of any of the Certificateholders, provided that such action shall
not, as evidenced by an opinion of counsel for the Seller, addressed and
delivered to the Trustee, adversely affect in any material respect the
interests of any Investor Certificateholder. Notwithstanding anything
contained herein to the contrary, the Trustee, with the consent of any
Enhancement Providers, may at any time and from time to time amend, modify or
supplement the form of Distribution Date Statement.

         (b) This Agreement or any Supplement may also be amended from time to
time (including in connection with the issuance of a Supplemental Certificate)
by the Servicer, the Seller and the Trustee, with the consent of the Holders
of Investor Certificates evidencing not less than 66-2/3% of the aggregate
unpaid principal amount of the Investor Certificates of all adversely affected
Series, for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of this Agreement or any Supplement or of
modifying in any manner the rights of the Certificateholders; provided,
however, that no such amendment shall (i) reduce in any manner the amount of
or delay the timing of any distributions to be made to Investor
Certificateholders or deposits of amounts to be so distributed or the amount
available under any Enhancement without the consent of each affected Investor
Certificateholder, (ii) change the definition of or the manner of calculating
the interest of any Investor Certificateholder without the consent of each
affected Investor Certificateholder, (iii) reduce the aforesaid percentage
required to consent to any such amendment without the consent of each Investor
Certificateholder or (iv) adversely affect the rating of any Series or Class
by each Rating Agency without the consent of the Holders of Investor
Certificates of such Series or Class evidencing not less than 66-2/3% of the
aggregate unpaid principal amount of the Investor Certificates of such Series
or Class. Any amendment to be effected pursuant to this paragraph shall be
deemed to adversely affect all outstanding Series, other than any Series with
respect to which such action shall not, as evidenced by an opinion of Counsel
for the Seller, addressed and delivered to the Trustee, adversely affect in
any material respect the interests of any Investor Certificateholder of such
Series. The Trustee may, but shall not be obligated to, enter into any such
amendment which affects the Trustee's rights, duties or immunities under this
Agreement or otherwise.

         (c) Promptly after the execution of any such amendment or consent
(other than an amendment pursuant to paragraph (a)), the Trustee shall furnish
notification of the substance of such amendment to each Investor
Certificateholder, and the Servicer shall furnish notification of the
substance of such amendment to each Rating Agency, each Agent and each
Enhancement Provider.

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

         (e) Notwithstanding anything in this Section to the contrary, no
amendment may be made to this Agreement or any Supplement which would
adversely affect in any material respect the interests of any Enhancement
Provider without the consent of such Enhancement Provider.

         (f) Any Supplement executed in accordance with the provisions of
Section 6.03 shall not be considered an amendment to this Agreement for the
purposes of this Section.

         SECTION 13.02. Protection of Right, Title and Interest to Trust. (a)
The Servicer shall cause this Agreement, all amendments hereto and/or all
financing statements and continuation statements and any other necessary
documents covering the Certificateholders' and the Trustee's right, title, and
interest in and to the Trust to be promptly recorded, registered and filed,
and at all times to be kept recorded, registered and filed, all in such manner
and in such places as may be required by law fully to preserve and protect the
right, title and interest of the Certificateholders and the Trustee hereunder
to all property comprising the Trust. The Servicer shall deliver to the
Trustee file-stamped copies of, or filing receipts for, any document recorded,
registered or filed as provided above, as soon as available following such
recording, registration or filing. The Seller shall cooperate fully with the
Servicer in connection with the obligations set forth above and will execute
any and all documents reasonably required to fulfill the intent of this
Section 13.02(a).

         (b) Within 30 days after the Seller or the Servicer makes any change
in its name, identity or corporate structure which would make any financing
statement or continuation statement filed in accordance with Section 13.02 (a)
seriously misleading within the meaning of Section 9-402(7) of the UCC as in
effect in Michigan (including as a result of a Designated Affiliate Transfer),
the Seller shall give the Trustee and any Agent notice of any such change and
shall file such financing statements or amendments as may be necessary to
continue the perfection of the Trust's security interest in the Receivables
and the proceeds thereof.

         (c) The Seller and the Servicer will give the Trustee and any Agent
prompt written notice of any relocation of any office from which it services
Receivables or keeps records concerning the Receivables or of its principal
executive office and whether, 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 and shall file such financing statements or amendments as may be
necessary to perfect or to continue the perfection of the Trust's security
interest in the Receivables and the proceeds thereof. The Seller and the
Servicer will at all times maintain each office from which it services
Receivables and its principal executive officer within the United States of
America.

         (d) The Servicer will deliver to the Trustee, any Agent and any
Enhancement Provider: (i) upon the execution and delivery of each amendment of
this Agreement or any Supplement, an Opinion of Counsel to the effect
specified in Exhibit G-1; (ii) on each Addition Date on which any Additional
Accounts are to be included as the Accounts pursuant to Section 2.05(a) or
(b), an Opinion of Counsel substantially in the form of Exhibit G-2; and (iii)
on or before March 31 of each year, beginning with March 31, 1992, an opinion
of Counsel substantially in the form of Exhibit G-2.

         SECTION 13.03. Limitation on Rights of Certificateholders. (a) The
death or incapacity of any Certificateholder shall not operate to terminate
this Agreement or the Trust, nor shall such death or incapacity entitle such
Certificateholders' 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 hereto or any of them.

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

         (c) No Investor Certificateholder shall have any right by virtue 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 Investor Certificateholder previously shall have made, and unless the
Holders of Investor Certificates evidencing more than 50% of the aggregate
unpaid principal amount of all Investor Certificates (or, with respect to any
such action, suit or proceeding that does not relate to all Series, 50% of the
aggregate unpaid principal amount of the Investor Certificates of all Series
to which such action, suit or proceeding relates) shall have made, a request
to the Trustee to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after such request
and offer of indemnity, shall have neglected or refused to institute any such
action, suit or proceeding; it being understood and intended, and being
expressly covenanted by each Investor Certificateholder with every other
Investor Certificateholder and the Trustee, that no one or more Investor
Certificateholders 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 the holders of any other of the Investor
Certificates, or to obtain or seek to obtain priority over or preference to
any other such Investor Certificateholder, or to enforce any right under this
Agreement, except in the manner herein provided and for the equal, ratable and
common benefit of all Investor Certificateholders except as otherwise
expressly provided in this Agreement. For the protection and enforcement of
the provisions of this Section, each and every Investor Certificateholder and
the Trustee shall be entitled to such relief as can be given either at law or
in equity.

         SECTION 13.04. No Petition. CCC and the Trustee, by entering into
this Agreement, each Investor Certificateholder, by accepting an Investor
Certificate, each holder of a Supplemental Certificate by accepting a
Supplemental Certificate and any Successor Servicer and each other
Beneficiary, by accepting the benefits of this Agreement, hereby covenants and
agrees that they will not at any time institute against CARCO any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States Federal or state bankruptcy or similar
law.

         SECTION 13.05. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

         SECTION 13.06. Notices. (a) All demands, notices, instructions,
directions and communications (collectively, "Notices") under this Agreement
shall be in writing and shall be deemed to have been duly given if personally
delivered at or mailed by registered mail, return receipt requested, to (i) in
the case of CARCO, 27777 Franklin Road, Southfield, Michigan 48034, Attention:
Secretary, (ii) in the case of CCC, 27777 Franklin Road, Southfield, Michigan
48034, Attention: Secretary, and (iii) in the case of the Trustee, One M&T
Plaza, Buffalo, New York 14203, Attention: Corporate Trust Department; or, as
to each party, at such other address as shall be designated by such party in a
written notice to each other party.

         (b) Any Notice required or permitted to be given to a Holder of
Registered Certificates shall be given by first-class mail, postage prepaid,
at the address of such Holder as shown in the Certificate Register. No Notice
shall be required to be mailed to a Holder of Bearer Certificates or coupons
but shall be given as provided below. Any Notice so mailed within the time
prescribed in this Agreement shall be conclusively presumed to have been duly
given, whether or not the Investor Certificateholder receives such Notice. In
addition, in the case of any Series or Class with respect to which any Bearer
Certificates are outstanding, any Notice required or permitted to be given to
Investor Certificateholders of such Series or Class shall be published in an
Authorized Newspaper within the time period prescribed in this Agreement.

         SECTION 13.07. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall for any
reason whatsoever be 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 rights of the Certificateholders.

         SECTION 13.08. Assignment. Notwithstanding anything to the contrary
contained herein, except as provided in Section 8.02, this Agreement may not
be assigned by the Servicer.

         SECTION 13.09. Certificates Nonassessable and Fully Paid. It is the
intention of the parties to this Agreement that the Investor
Certificateholders shall not be personally liable for obligations of the
Trust, that the interests in the Trust represented by the Investor
Certificates shall be nonassessable for any losses or expenses of the Trust or
for any reason whatsoever and that Investor Certificates upon authentication
thereof by the Trustee are and shall be deemed fully paid.

         SECTION 13.10. Further Assurances. The Seller and the Servicer agree
to do and perform, from time to time, any and all acts and to execute any and
all further instruments required or reasonably requested by the Trustee more
fully to effect the purposes of this Agreement, including the execution of any
financing statements or continuation statements relating to the Receivables
for filing under the provisions of the UCC of any applicable jurisdiction.

         SECTION 13.11. No Waiver; Cumulative Remedies. No failure to exercise
and no delay in exercising, on the part of the Trustee or the
Certificateholders, any right, remedy, power or privilege under this Agreement
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, remedy, power or privilege under this Agreement preclude any other
or further exercise thereof or the exercise of any other right, remedy, power
or privilege. The rights, remedies, powers and privileges provided under this
Agreement are cumulative and not exhaustive of any rights, remedies, powers
and privileges provided by law.

         SECTION 13.12. Counterparts. This Agreement may be executed in two or
more counterparts (and by different parties on separate counterparts), each of
which shall be an original, but all of which together shall constitute one and
the same instrument.

         SECTION 13.13. Third-Party Beneficiaries. This Agreement will inure
to the benefit of and be binding upon the parties hereto, the
Certificateholders and the other Beneficiaries and their respective successors
and permitted assigns. Except as otherwise expressly provided in this
Agreement, no other Person will have any right or obligation hereunder.

         SECTION 13.14. Actions by Certificateholders. Any request, demand,
authorization, direction, notice, consent, waiver or other act by a
Certificateholder shall bind such Certificateholder and every subsequent
holder of any Certificate issued upon the registration of transfer of the
Certificates of such Certificateholder or in exchange therefor or in lieu
thereof in respect of anything done or omitted to be done by the Trustee or
the Servicer in reliance thereon, whether or not notation of such action is
made upon any such Certificate.

         SECTION 13.15. Rule 144A Information. For so long as any of the
Investor Certificates of any Series or Class are "restricted securities"
within the meaning of Rule 144(a)(3) under the Act, each of the Seller, the
Trustee, the Servicer and any Enhancement Providers agree to cooperate with
each other to provide to any Investor Certificateholders of such Series or
Class and to any prospective purchaser of Investor Certificates designated by
such an Investor Certificateholder, upon the request of such Investor
Certificateholder or prospective purchaser, any information required to be
provided to such holder or prospective purchaser to satisfy the condition set
forth in Rule 144A(d)(4) under the Act.

         SECTION 13.16. Merger and Integration. Except as specifically stated
otherwise herein, this Agreement sets forth the entire understanding of the
parties relating to the subject matter hereof, and all prior understandings,
written or oral, are superseded by this Agreement. This Agreement may not be
modified, amended, waived, or supplemented except as provided herein.

         SECTION 13.17. Headings. The headings herein are for purposes of
reference only and shall not otherwise affect the meaning or interpretation or
any provision hereof.

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

                               CHRYSLER AUTO RECEIVABLES
                               COMPANY, Seller,

                                 by
                                          /s/ D. M. Cantwell
                                    --------------------------------------------
                                                  D. M. Cantwell
                                           Vice President-Corporate
                                            Finance and Development

                                CHRYSLER CREDIT CORPORATION,
                                Servicer,

                                  by
                                          /s/      D. A. Robison
                                   --------------------------------------------
                                                   D. A. Robison
                                         Vice President and Treasurer

                                 MANUFACTURERS AND TRADERS TRUST
                                 COMPANY, Trustee,

                                   by
                                          /s/        L. A. Boynton
                                     ------------------------------------------
                                                     L. A. Boynton
                                             Assistant Vice President


<PAGE>





                                                                     EXHIBIT A

                       FORM OF FACE OF CARCO CERTIFICATE

         THIS CARCO CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED. NEITHER THIS CARCO CERTIFICATE NOR ANY PORTION HEREOF
MAY BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS
OF SUCH ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION
PROVISIONS.

         THIS CARCO CERTIFICATE IS NOT PERMITTED TO BE TRANSFERRED, ASSIGNED,
EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED EXCEPT IN COMPLIANCE WITH THE TERMS
OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

No. R                                                                 One Unit

                         CARCO AUTO LOAN MASTER TRUST
                               CARCO CERTIFICATE

              THIS CERTIFICATE REPRESENTS AN INTEREST IN CERTAIN
                  ASSETS OF THE CARCO AUTO LOAN MASTER TRUST

         Evidencing an interest in a trust, the corpus of which consists
primarily of wholesale (i.e., dealer floorplan) receivables (the
"Receivables") generated from time to time in the ordinary course of business
in a portfolio of revolving financing arrangements (the "Accounts") of
Chrysler Credit Corporation meeting certain eligibility criteria. This
certificate (the "CARCO Certificate") does not represent an interest in or
obligation of Chrysler Auto Receivables Company (the "Seller" or "CARCO"),
Chrysler Credit Corporation or any affiliate thereof.

         Unless the certificate of authentication hereon has been executed by
or on behalf of the Trustee, by manual signature, this CARCO Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement
referred to on the reverse side hereof, or be valid for any purpose.

         THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS.


<PAGE>


         IN WITNESS WHEREOF, the Seller has caused this CARCO Certificate to
be duly executed.

                                CHRYSLER AUTO RECEIVABLES
                                COMPANY,

                                  by
                                    ___________________________________________
                                    Name:
                                    Title:


Dated:

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is the CARCO Certificate described in the within-mentioned
Pooling and Servicing Agreement.

MANUFACTURERS AND TRADERS TRUST COMPANY,
as Trustee,

         by
              ----------------------------
                 Authorized Officer


<PAGE>


                     FORM OF REVERSE OF CARCO CERTIFICATE

         This certifies that Chrysler Auto Receivables Company ("CARCO") is
the registered owner of a fractional interest in the assets of the CARCO AUTO
LOAN MASTER TRUST (the "Trust") not allocated to the Certificateholders'
Interest or the interest of any holder of a Supplemental Certificate, pursuant
to the Pooling and Servicing Agreement dated as of May 31, 1991 (as amended
and supplemented, the "Agreement"), by and among CARCO, as seller, Chrysler
Credit Corporation, as servicer, and Manufacturers and Traders Trust Company,
as trustee (the "Trustee"). The corpus of the Trust will include (a) all of
the Seller's right, title and interest in, to and under the Receivables in
each Account and all Collateral Security with respect thereto owned by the
Seller at the close of business on the Cut-Off Date, in the case of the
Initial Accounts, and on the applicable Additional Cut-Off Date, in the case
of Additional Accounts, and all monies due or to become due and all amounts
received with respect thereto and all proceeds (including "proceeds" as
defined in Section 9-306 of the UCC as in effect in the State of Michigan and
Recoveries) thereof, (b) all of the Seller's rights, remedies, powers and
privileges with respect to such Receivables under the Receivables Purchase
Agreement, (c) all of the Seller's right, title and interest in, to and under
the Receivables in each Account (other than any newly created Receivables in
any Designated Account) and all Collateral Security with respect thereto owned
by the Seller at the close of business of each Transfer Date and not
theretofore conveyed to the Trust, all monies due or to become due and all
amounts received with respect thereto and all proceeds (including "proceeds"
as defined in Section 9-306 of the UCC as in effect in the State of Michigan
and Recoveries) thereof, (d) all monies on deposit in, and Eligible
Investments credited to, the Collection Account or any Series Account, (e) any
Enhancements and (f) all other assets and interests constituting the Trust.
Although a summary of certain provisions of the Agreement is set forth below,
this Certificate does not purport to summarize the Agreement and reference is
made to the Agreement for information with respect to the interests, rights,
benefits, obligations, proceeds and duties evidenced hereby and the rights,
duties and obligations of the Trustee. A copy of the Agreement may be
requested from the Trustee by writing to the Trustee at One M&T Plaza,
Buffalo, New York 14203, Attention: Corporate Trust Department. To the extent
not defined herein, the capitalized terms used herein have the meanings
ascribed to them in the Agreement.

         This CARCO Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement, as amended and
supplemented from time to time, the Seller by virtue of the acceptance hereof
assents and is bound.

         It is the intent of the Seller and the holder of the CARCO
Certificate that, for Federal income taxes, state and local income, single
business and franchise taxes and any other taxes imposed on or measured by
income, the CARCO Certificate will be treated as indebtedness of CARCO secured
by the Receivables. The Servicer, by entering into the Agreement, the Seller,
the holder of the CARCO Certificate and each Holder of an Investor Certificate
for any Series, by acceptance of its Certificate, agrees to treat, and to take
no action inconsistent with the treatment of, the CARCO Certificate for
purposes of Federal income taxes, state and local income, single business and
franchise taxes and any other taxes imposed on or measured by income as
indebtedness of CARCO.

         This Certificate is not permitted to be transferred, assigned,
exchanged or otherwise pledged or conveyed except in accordance with the
Agreement, including Sections 6.03(c) and 7.04 of the Agreement.

         The Receivables consist of advances made directly or indirectly by
Chrysler Credit Corporation to domestic automobile dealers franchised by
Chrysler Corporation and/or other automobile manufacturers. Generally, the
principal amount of an advance is equal to the wholesale purchase price of new
automobiles, light duty trucks and certain other vehicles manufactured or
distributed by such manufacturers and, subject to certain exceptions, is due
upon the retail sale of such vehicles.

         This Certificate is the CARCO Certificate, which represents the
Seller's interest in certain assets of the Trust, including the right to
receive a portion of the Collections and other amounts at the times and in the
amounts specified in the Agreement. The aggregate interest represented by the
CARCO Certificate at any time in the Receivables in the Trust shall not exceed
the Seller's Interest at such time. In addition to the CARCO Certificate, (i)
Investor Certificates will be issued to investors pursuant to the Agreement,
which will represent the Certificateholders' Interest and (ii) Supplemental
Certificates will be issued pursuant to the Agreement, which will represent
that portion of the Seller's Interest not allocated to the Seller. This CARCO
Certificate shall not represent any interest in the Collection Account, the
Series Accounts or any Enhancements, except as expressly provided in the
Agreement.

         The obligations created by the Agreement and the Trust created
thereby shall terminate upon the Trust Termination Date.

         Upon the termination of the Trust pursuant to Section 12.01 of the
Agreement and the surrender of the Seller's Certificate, the Trustee shall
sell, assign and convey to the Seller or its designee, without recourse,
representation or warranty, all right, title and interest of the Trust in the
Receivables, whether then existing or thereafter created, all Collateral
Security with respect thereto, all monies due or to become due and all amounts
received with respect thereto and all proceeds thereof, except for amounts
held by the Trustee pursuant to Section 12.02 (b) of the Agreement, and all of
the Seller's rights, remedies, powers and privileges with respect to such
Receivables under the Receivables Purchase Agreement. The Trustee shall
execute and deliver such instruments of transfer and assignment, in each case
without recourse, as shall be reasonably requested by the Seller to vest in
the Seller or its designee all right, title and interest which the Trust had
in all such property.


<PAGE>



                                                                     EXHIBIT C

                     FORM OF ANNUAL SERVICER'S CERTIFICATE

                (As required to be delivered on or before each
                    calendar year beginning with March 31,
                     1992, pursuant to Section 3.05 of the
                       Pooling and Servicing Agreement)

                          CHRYSLER CREDIT CORPORATION

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

                         CARCO AUTO LOAN MASTER TRUST

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

         The undersigned, duly authorized representatives of Chrysler Credit
Corporation ("CCC"), as Servicer, pursuant to the Pooling and Servicing
Agreement dated as of May 31, 1991 (as amended and supplemented, the
"Agreement"), by and among Chrysler Auto Receivables Company, as seller, CCC,
as servicer, and Manufacturers and Traders Trust Company, as trustee, do
hereby certify that:

               1. CCC is, as of the date hereof, the Servicer under the
          Agreement.

               2. The undersigned are Servicing Officers and are duly
          authorized pursuant to the Agreement to execute and deliver this
          Certificate to the Trustee, any Agent and any Enhancement Providers.

               3. A review of the activities of the Servicer during the
          calendar year ended December 31,      , and of its performance
          under the Agreement was conducted under our supervision.

               4. Based on such review, the Servicer has, to the best of our
          knowledge, performed in all material respects all of its obligations
          under the Agreement throughout such year and no default in the
          performance of such obligations has occurred or is continuing except
          as set forth in paragraph 5 below.

               5. The following is a description of each default in the
          performance of the Servicer's obligations under the provisions of
          the Agreement known to us to have been made by the Servicer during
          the year ended December 31,     , which sets forth in detail
          the (a) nature of each such default, (b) the action taken by the
          Servicer, if any, to remedy each such default and (c) the current
          status of each such default: [If applicable, insert "None."]

         Capitalized terms used but not defined herein are used as defined in
the Agreement.


<PAGE>


         IN WITNESS WHEREOF, each of the undersigned has duly executed this
Certificate this day of                                ,      .

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

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


<PAGE>




                                                                   EXHIBIT D-1


         THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "1933 ACT"). NEITHER THIS CERTIFICATE NOR ANY PORTION
HEREOF MAY BE OFFERED OR SOLD EXCEPT IN COMPLIANCE WITH THE REGISTRATION
PROVISIONS OF THE 1933 ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE BLUE SKY
OR SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH
REGISTRATION PROVISIONS. THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO
CERTAIN CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED
TO HEREIN.

         THIS CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF A
BENEFIT PLAN (AS DEFINED BELOW). */

---------------------------
*/ The following should be inserted in any Certificate bearing such legend:

         The [Certificates] may not be acquired by or for the account of any
employee benefit plan, trust or account, including an individual retirement
account, that is subject to the Employee Retirement Income Security Act of
1974, as amended, or that is described in Section 4975(e)(1) of the Internal
Revenue Code of 1986, as amended, or an entity whose underlying assets include
plan assets by reason of a plan's investment in such entity (a "Benefit
Plan"). By accepting and holding this Certificate, the Holder hereof shall be
deemed to have represented and warranted that it is not a Benefit Plan. By
acquiring any interest in this Certificate, the applicable Certificate Owner
or Owners shall be deemed to have represented and warranted that it or they
are not Benefit Plans.


<PAGE>




                                                                   EXHIBIT D-2

              THIS CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE
               ACCOUNT OF A BENEFIT PLAN (AS DEFINED BELOW). */
                                       -

























---------------------------
*/ The following should be inserted in any Certificate bearing such legend:

         The [Certificates] may not be acquired by or for the account of any
employee benefit plan, trust or account, including an individual retirement
account, that is subject to the Employee Retirement Income Security Act of
1974, as amended, or that is described in Section 4975(e)(1) of the Internal
Revenue Code of 1986, as amended, or an entity whose underlying assets include
plan assets by reason of a plan's investment in such entity (a "Benefit
Plan"). By accepting and holding this Certificate, the Holder hereof shall be
deemed to have represented and warranted that it is not a Benefit Plan. By
acquiring any interest in this Certificate, the applicable Certificate Owner
or Owners shall be deemed to have represented and warranted that it or they
are not Benefit Plans.


<PAGE>




                                                                     EXHIBIT B
                                                                        TO RPA

                          FORM OF OPINION OF COUNSEL

                      (As required by Section 7.02(d) of
                      the Receivables Purchase Agreement)

               (a) The Amendment to the Receivables Purchase Agreement,
          attached hereto as Schedule 1 (the "Amendment"), has been duly
          authorized, executed and delivered by the Seller and constitutes the
          legal, valid and binding agreement of the Seller, enforceable in
          accordance with its terms except as such enforceability may be
          limited by applicable bankruptcy, insolvency, reorganization,
          moratorium or similar laws affecting creditors' rights generally
          from time to time in effect. The enforceability of the Seller's
          obligations is also subject to general principles of equity
          (regardless of whether such enforceability is considered in a
          proceeding in equity or at law).

               (b) The Amendment has been entered into in accordance with the
          terms and provisions of Section 7.01 of the Receivables Purchase
          Agreement.

               (c) The Amendment will not adversely affect in any material
          respect the interests of the Investor Certificateholders. [Include
          this clause (iii) only in the case of amendments effected pursuant
          to Section 7.01(a) of the Receivables Purchase Agreement.]


<PAGE>




                                  SCHEDULE A

                               (Describe Issue)

Principal Amount               Maturity Date                  Interest Rate


<PAGE>




                                                                   EXHIBIT F-1



                     [FORM OF CLEARANCE SYSTEM CERTIFICATE
                         TO BE GIVEN TO THE TRUSTEE BY
                            EUROCLEAR OR CEDEL FOR
                      DELIVERY OF DEFINITIVE CERTIFICATES
                        IN EXCHANGE FOR A PORTION OF A
                          TEMPORARY GLOBAL SECURITY]
                         CARCO AUTO LOAN MASTER TRUST

                       [_____________________] Auto Loan
                 Asset Backed Certificates. Series [_________]

                    [Insert title or sufficient description
                       of Certificates to be delivered]

         We refer to that portion of the temporary Global Certificate in
respect of the above-captioned issue which is herewith submitted to be
exchanged for definitive Certificates (the "Submitted Portion") as provided in
the Pooling and Servicing Agreement dated as of May 31, 1991 (as amended and
supplemented, the "Agreement"), in respect of such issue. This is to certify
that (i) we have received a certificate or certificates, in writing or by
tested telex, with respect to each of the persons appearing in our records as
being entitled to a beneficial interest in the Submitted Portion and with
respect to such persons beneficial interest either (a) from such person,
substantially in the form of Exhibit F-2 to the Agreement, or (b) from[ ],
substantially in the form of Exhibit F-3 to the Agreement, and (ii) the
Submitted Portion includes no part of the temporary Global Certificate
excepted in such certificates.

         We further certify that as of the date hereof we have not received
any notification from any of the persons giving such certificates to the
effect that the statements made by them with respect to any part of the
Submitted Portion are no longer true and cannot be relied on as of the date
hereof.


<PAGE>


         We understand that this certificate is required in connection with
certain securities and tax laws in the United States of America. If
administrative or legal proceedings are commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate or a copy thereof to any interested party in
such proceedings.

Dated:                              1/       (Morgan Guaranty Trust,
                                                    Company of New York,
                                                    Brussels office, as
                                                    operator of the
                                                    Euroclear System] 2/
                                             [Centrale de Livraison de
                                             Valeurs Mobiliere S.A.] 2/

                                             by________________________________









----------------------------
1/   To be dated on the Exchange Date.
2/   Delete the inappropriate reference.

<PAGE>




                                                                   EXHIBIT F-2

                     [FORM OF CERTIFICATE TO BE DELIVERED
                             TO EUROCLEAR OR CEDEL
                             BY [               ]
                WITH RESPECT TO REGISTERED CERTIFICATES SOLD TO
                        QUALIFIED INSTITUTIONAL BUYERS]

                         CARCO AUTO LOAN MASTER TRUST,
                             [        ] Auto Loan

                 Asset Backed Certificates. Series [         ]

         In connection with the initial issuance and placement of the above
referenced Auto Loan Asset Backed Certificates (the "Certificates"), an
institutional investor in the United States ("institutional investor") is
purchasing U.S. $ __________ aggregate principal amount of the Certificates
held in our account at [Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euroclear System] [Cedel S.A.] on behalf of such
investor.

         We reasonably believe that such institutional investor is a qualified
institutional buyer as such term is defined under Rule 144A of the Securities
Act of 1933, as amended.

         [We understand that this certificate is required in connection with
United States laws. We irrevocably authorize you to produce this certificate
or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered by this
certificate.]

         The Definitive Certificates in respect of this certificate are to be
issued in registered form in the minimum denomination of U.S. $500,000 and
such Definitive Certificates (and, unless the Pooling and Servicing Agreement
or Supplement relating to the Certificates otherwise provides, any
Certificates issued in exchange or substitution for or on registration of
transfer of Certificates) shall bear the following legend:

         "THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE UNITED STATES
         SECURITIES ACT OF 1933. NEITHER THIS CERTIFICATE NOR ANY PORTION
         HEREOF MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED
         STATES OR TO U.S. PERSONS (EACH AS DEFINED HEREIN), EXCEPT IN
         COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT OR PURSUANT
         TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS.


<PAGE>


         THE TRANSFER OF THIS CERTIFICATE IS SUBJECT TO CERTAIN CONDITIONS SET
         FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. THIS
         CERTIFICATE CANNOT BE EXCHANGED FOR A BEARER CERTIFICATE."

Dated:
                                                  [                            ]

                                                 by____________________________
                                                         Authorized Officer


<PAGE>




                                                                   EXHIBIT F-3

                     [FORM OF CERTIFICATE TO BE DELIVERED
                  TO EUROCLEAR OR CEDEL BY A BENEFICIAL OWNER
         OF CERTIFICATES, OTHER THAN A QUALIFIED INSTITUTIONAL BUYER]

                         CARCO AUTO LOAN MASTER TRUST,
                             [       ] Auto Loan

                Asset Backed Certificates. Series [     ]

         This is to certify that as of the date hereof and except as provided
in the third paragraph hereof, the above-captioned Certificates held by you
for our account (i) are not owned by a person that is a United States person,
(ii) are owned by a United States person that is (A) the foreign branch of a
United States financial institution (as defined in U.S. Treasury Regulations
Section 1.165-12(c)(1)(v)) (a "financial institution") purchasing for its own
account or for resale, or (B) a United States person who acquired the
Certificates through the foreign branch of a financial institution and who
holds the Certificates through the financial institution on the date hereof
(and in either case (A) or (B), the financial institution hereby agrees to
comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the
Internal Revenue Code of 1986, as amended, and the regulations thereunder), or
(iii) are owned by a financial institution for purposes of resale during the
Restricted Period (as defined in U.S. Treasury Regulations Section
1.163-5(c)(2)(i)(D)(7)). In addition, financial institutions described in
clause (iii) of the preceding sentence (whether or not also described in
clause (i) or (ii)) certify that they have not acquired the Certificates for
purposes of resale directly or indirectly to a United States person or to a
person within the United States or its possessions.

         We undertake to advise you by tested telex if the above statement as
to beneficial ownership is not correct on the date of delivery of the
above-captioned Certificates in bearer form with respect to such of said
Certificates as then appear in your books as being held for our account.

         This certificate excepts and does not relate to U.S. $
principal amount of Certificates held by you for our account, as to which we
are not yet able to certify beneficial ownership. We understand that delivery
of Definitive Certificates in such principal amount cannot be made until we
are able to so certify.

         We understand that this certificate is required in connection with
certain securities and tax laws in the United States of America. If
administrative or legal proceedings are commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate or a copy thereof to any interested party in
such proceedings. As used herein, "United States" means the United States of
America (including the States and the District of Columbia), its territories,
its possessions and other areas subject to its jurisdiction; and "United
States Person" means a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in or under the
laws of the United States, or any political subdivision thereof, or an estate
or trust the income of which is subject to United States federal income
taxation regardless of its source.

Dated:                              1/          By_________________________
                                                   As, or as agent for, the
                                                   beneficial owner(s) of the
                                                   interest in the Certificates
                                                   to which this certificate
                                                   relates.








1/   This Certificate must be dated on the earlier of the date of the first
     actual payment of interest in respect of the Certificates and the date of
     the delivery of the Certificates in definitive form.

<PAGE>




                                                                   EXHIBIT G-1
                          FORM OF OPINION OF COUNSEL

                         Provisions to be Included in
                     Opinion of Counsel Delivered Pursuant
                            to Section 13.02(d)(i)

               (a) The Amendment to the [Pooling and Servicing Agreement]
          [Supplement], attached hereto as Schedule 1 (the "Amendment"), has
          been duly authorized, executed and delivered by the Seller and
          constitutes the legal, valid and binding agreement of the Seller,
          enforceable in accordance with its terms, except as such
          enforceability may be limited by applicable bankruptcy, insolvency,
          reorganization, moratorium or similar laws affecting creditors'
          rights generally from time to time in effect. The enforceability of
          the Seller's obligations is also subject to general principles of
          equity (regardless of whether such enforceability is considered in a
          proceeding in equity or at law).

               (b) The Amendment has been entered into in accordance with the
          terms and provisions of Section 13.01 of the Pooling and Servicing
          Agreement.

               (c) The Amendment will not adversely affect in any material
          respect the interests of the Investor Certificateholders. [Include
          this clause (iii) only in the case of amendments effected pursuant
          to Section 13.01(a) of the Pooling and Servicing Agreement.]


<PAGE>


                                                                     EXHIBIT B

           FORM OF ASSIGNMENT OF RECEIVABLES IN ADDITIONAL ACCOUNTS

                         (As required by Section 2.05
                    of the Pooling and Servicing Agreement)

         ASSIGNMENT No. OF RECEIVABLES IN ADDITIONAL ACCOUNTS dated as of , ,
among Chrysler Auto Receivables Company, as seller (the "Seller"), Chrysler
Credit Corporation, as servicer (the "Servicer"), and Manufacturers and
Traders Trust Company, as trustee (the "Trustee"), pursuant to the Pooling and
Servicing Agreement referred to below.

                             W I T N E S S E T H :

         WHEREAS the Seller, the Servicer and the Trustee are parties to a
Pooling and Servicing Agreement dated as of May 31, 1991 (as amended or
supplemented, the "Agreement");

         WHEREAS, pursuant to the Agreement, the Seller wishes to designate
Additional Accounts to be included as Accounts and to convey the Receivables
and related Collateral Security of such Additional Accounts, whether now
existing or hereafter created, to the Trust as part of the corpus of the Trust
(as each such term is defined in the Agreement); and

         WHEREAS the Trustee is willing to accept such designation and
conveyance subject to the terms and conditions hereof;

         NOW, THEREFORE, the Seller, the Servicer and the Trustee hereby agree
as follows:

         1. Defined Terms. All capitalized terms used herein shall have the
meanings ascribed to them in the Agreement unless otherwise defined herein.

         "Addition Date" shall mean, with respect to the Additional Accounts
designated hereby, , .

         2. Designation of Additional Accounts. The Seller hereby delivers
herewith a computer file or microfiche or written list containing a true and
complete list of all such Additional Accounts specifying for each such
Account, as of the Additional Cut-Off Date, its account number, the aggregate
amount of Receivables outstanding in such Account and the aggregate amount of
Principal Receivables in such Account. Such file or list shall, as of the date
of this Assignment, supplement Schedule 1 to the Agreement.

         3. Conveyance of Receivables. (a) The Seller does hereby sell,
transfer, assign, set over and otherwise convey, without recourse (except as
expressly provided in the Agreement), to the Trust for the benefit of the
Certificateholders and the other Beneficiaries, all its right, title and
interest in, to and under the Receivables in such Additional Accounts and all
Collateral Security with respect thereto, owned by the Seller and existing at
the close of business on the Additional Cut-Off Date and thereafter created
from time to time until the termination of the Trust, all monies due or to
become due and all amounts received with respect thereto and all proceeds
(including "proceeds" as defined in Section 9-306 of the UCC as in effect in
the State of Michigan and Recoveries) thereof. The foregoing sale, transfer,
assignment, set-over and conveyance does not constitute and is not intended to
result in the creation or an assumption by the Trust, the Trustee, any Agent
or any Beneficiary of any obligation of the Servicer, the Seller, CFC,
Chrysler or any other Person in connection with the Accounts, the Receivables
or under any agreement or instrument relating thereto, including any
obligation to any Dealers.,

         (b) In connection with such sale, the Seller agrees to record and
file, at its own expense, a financing statement on form UCC-1 (and
continuation statements when applicable) with respect to the Receivables now
existing and hereafter created for the sale of chattel paper (as defined in
Section 9-105 of the UCC as in effect in any state where the Seller's or the
Servicer's chief executive offices or books and records relating to the
Receivables are located) meeting the requirements of applicable state law in
such manner and in such jurisdictions as are necessary to perfect the sale and
assignment of the Receivables and the Collateral Security to the Trust, and to
deliver a file-stamped copy of such financing statements or other evidence of
such filing to the Trustee on or prior to the Addition Date. The Trustee shall
be under no obligation whatsoever to file such financing statement, or a
continuation statement to such financing statement, or to make any other
filing under the UCC in connection with such sales.

         (c) In connection with such sale, the Seller further agrees, at its
own expense, on or prior to the Addition Date, to indicate in its computer
files that the Receivables created in connection with the Additional Accounts
designated hereby have been sold and the Collateral Security assigned to the
Trust pursuant to this Assignment for the benefit of the Certificateholders
and the other Beneficiaries.

         4. Acceptance by Trustee. Subject to the satisfaction of the
conditions set forth in Section 6 of this Assignment, the Trustee hereby
acknowledges its acceptance, on behalf of the Trust, of all right, title and
interest previously held by the Seller to the property, now existing and
hereafter created, conveyed to the Trust pursuant to Section 3(a) of this
Assignment, and declares that it shall maintain such right, title and
interest, upon the trust set forth in the Agreement for the benefit of the
Certificateholders and other Beneficiaries. The Trustee further acknowledges
that, prior to or simultaneously with the execution and delivery of this
Assignment, the Seller delivered to the Trustee the computer file or
microfiche or written list relating to the Additional Accounts described in
Section 2 of this Assignment. The Trustee shall be under no obligation
whatsoever to verify the accuracy or completeness of the information contained
in such file or list.

         5. Representations and Warranties of the Seller. The Seller hereby
represents and warrants to the Trustee, on behalf of the Trust, as of the date
of this Assignment and as of the Addition Date that:

               (a) Legal, Valid and Binding Obligation. This Assignment
          constitutes a legal, valid and binding obligation of the Seller,
          enforceable against the Seller in accordance with its terms, except
          as such enforceability may be limited by applicable bankruptcy,
          insolvency, reorganization, moratorium or other similar laws now or
          hereafter in effect affecting creditors' rights in general and
          except as such enforceability may be limited by general principles
          of equity (whether considered in a suit at law or in equity);

               (b) Eligible Accounts. Each Additional Account designated
          hereby is an Eligible Account;

               (c) Selection Procedures. No selection procedures believed by
          the Seller to be adverse to the interests of the Beneficiaries were
          utilized in selecting the Additional Accounts designated hereby;

               (d) Insolvency. As of the Notice Date and the Addition Date,
          neither CFC, CCC nor the Seller are insolvent nor, after giving
          effect to the conveyance set forth in Section 3 of this Assignment,
          will any of them have been made insolvent, nor are any of them aware
          of any pending insolvency;

               (e) Valid Transfer. This Assignment constitutes a valid sale,
          transfer and assignment to the Trust of all right, title and
          interest of the Seller in the Receivables and the Collateral
          Security and the proceeds thereof and upon the filing of the
          financing statements described in Section 3 of this Assignment with
          the Secretary of State of the State of Michigan [and other
          applicable states] and, in the case of the Receivables and the
          Collateral Security hereafter created and the proceeds thereof, upon
          the creation thereof, the Trust shall have a first priority
          perfected ownership interest in such property, subject to the rights
          of the Purchased Receivables Owners in any Collateral Security in
          respect of the Partial Accounts (other than the Vehicles relating to
          Principal Receivables arising in the Partial Accounts), except for
          Liens permitted under Section 2.06(a) of the Agreement. Except as
          otherwise provided in the Pooling and Servicing Agreement, neither
          the Seller nor any Person claiming through or under the Seller has
          any claim to or interest in the Trust Assets;

               (f) No Conflict. The execution and delivery of this Assignment,
          the performance of the transactions contemplated by this Assignment
          and the fulfillment of the terms hereof, will not conflict with,
          result in any breach of any of the material terms and provisions of,
          or constitute (with or without notice or lapse of time or both) a
          material default under, any indenture, contract, agreement,
          mortgage, deed of trust, or other instrument to which the Seller is
          a party or by which it or its properties are bound;

               (g) No Violation. The execution and delivery of this Assignment
          by the Seller, the performance of the transactions contemplated by
          this Assignment and the fulfillment of the terms hereof applicable
          to the Seller will not conflict with or violate any material
          Requirements of Law applicable to the Seller;

               (h) No Proceedings. There are no proceedings or, to the best
          knowledge of the Seller, investigations pending or threatened
          against the Seller before any Governmental Authority (i) asserting
          the invalidity of this Assignment, (ii) seeking to prevent the
          consummation of any of the transactions contemplated by this
          Assignment, (iii) seeking any determination or ruling that, in the
          reasonable judgment of the Seller, would materially and adversely
          affect the performance by the Seller of its obligations under this
          Assignment, (iv) seeking any determination or ruling that would
          materially and adversely affect the validity or enforceability of
          this Assignment or (v) seeking to affect adversely the income tax
          attributes of the Trust under the United States Federal or any State
          income, single business or franchise tax systems;

               (i) Record of Accounts. As of the Addition Date Schedule 1 to
          this Assignment is an accurate and complete listing in all material
          respects of all the Additional Accounts as of the Additional Cut-Off
          Date and the information contained therein with respect to the
          identity of such Accounts and the Receivables existing thereunder is
          true and correct in all material respects as of the Additional
          Cut-Off Date;

               (j) No Liens. Each Receivable and all Collateral Security
          existing on the Addition Date has been conveyed to the Trust free
          and clear of any Lien;

               (k) All Consents Required. With respect to each Receivable and
          all Collateral Security existing on the Addition Date, all consents,
          licenses, approvals or authorizations of or registrations or
          declarations with any Governmental Authority required to be
          obtained, effected or given by the Seller in connection with the
          conveyance of such Receivable or Collateral Security to the Trust,
          the execution and delivery of this Assignment and the performance of
          the transactions contemplated hereby have been duly obtained,
          effected or given and are in full force and effect; and

               (l) Eligible Receivables. On the Additional Cut-Off Date each
          Receivable conveyed to the Trust as of such date is an Eligible
          Receivable or, if such Receivable is not an Eligible Receivable,
          such Receivable is conveyed to the Trust in accordance with Section
          2.09 of the Agreement.

         6. Conditions Precedent. The acceptance of the Trustee set forth in
Section 4 of this Assignment is subject to the satisfaction, on or prior to
the Addition Date, of the following conditions precedent:

               (a) Representations and Warranties. Each of the representations
          and warranties made by the Seller in Section 5 of this Assignment
          shall be true and correct as of the date of this Assignment and as
          of the Addition Date;

               (b) Agreement. Each of the conditions set forth in Section
          2.05(d) of the Agreement applicable to the designation of the
          Additional Accounts to be designated hereby shall have been
          satisfied; and

               (c) Officer's Certificate. The Seller shall have delivered to
          the Trustee an Officer's Certificate, dated the date of this
          Assignment, in which an officer of the Seller shall state that the
          representations and warranties of the Seller under Section 5 hereof
          are true and correct. The Trustee may conclusively rely on such
          Officers' Certificate, shall have no duty to make inquiries with
          regard to the matters set forth therein and shall incur no liability
          in so relying.

         7. Ratification of Agreement. As supplemented by this Assignment, the
Agreement is in all respects ratified and confirmed and the Agreement as so
supplemented by this Assignment shall be read, taken and construed as one and
the same instrument.

         8. Counterparts. This Assignment may be executed in two or more
counterparts (and by different parties in separate counterparts), each of
which shall be an original but all of which together shall constitute one and
the same instrument.

         9. GOVERNING LAW. THIS ASSIGNMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF
LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


<PAGE>


         IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee have
caused this Assignment to be duly executed and delivered by their respective
duly authorized officers as of the day and the year first above written.

                                 CHRYSLER AUTO RECEIVABLES
                                 COMPANY, as Seller,

                                    by___________________________________
                                         Name:
                                         Title:

                                 CHRYSLER CREDIT CORPORATION, as
                                 Servicer,

                                    by___________________________________
                                         Name:
                                         Title:

                                  MANUFACTURERS AND TRADERS TRUST
                                  COMPANY, as Trustee,

                                    by___________________________________
                                         Name:
                                         Title:



<PAGE>



                                                                   EXHIBIT G-2

                          FORM OF OPINION OF COUNSEL

             Provisions to be Included in Opinion of Counsel to be
            Delivered Pursuant to Section 13.021d)(ii) and (iii)**

         The opinions set forth below may be subject to all the
qualifications, assumptions, limitations and exceptions taken or made in the
opinion of counsel to Chrysler Auto Receivables Company (the "Seller")
delivered on any Closing Date. Capitalized terms used but not defined herein
are used as defined in the Pooling and Servicing Agreement, dated as of May
31, 1991 (as amended and supplemented, the "Agreement"), among the Seller, as
seller, Chrysler Credit Corporation, as servicer, and Manufacturers and
Traders Trust Company, as trustee.

         [(a) The Assignment has been duly authorized, executed and delivered
by the Seller, and constitutes the valid and legally binding obligation of the
Seller, enforceable against the Seller in accordance with its terms.]

         (b) Assuming the Receivables [in the Additional Accounts] are created
under, and are evidenced solely by, Floorplan Financing Agreements, such
Receivables will constitute "chattel paper" as defined under Section 9-105 of
the UCC. We note that the Seller has given us an Officer's Certificate to the
effect that the Receivables are created under Floorplan Financing Agreements.

         (c) If the transfer of the Receivables [in the Additional Accounts]
and all [of the related] Collateral Security to the Trust pursuant to the
Pooling and Servicing Agreement constitutes a true sale of such Receivables
and Collateral Security to the Trust:

               (i) with respect to such Receivables and Collateral Security in
          existence on the date hereof, such sale transfers all of the right,
          title and interest of the Seller in and to such Receivables and
          Collateral Security to the Trust, free and clear of any liens now
          existing or hereafter created, but subject to the rights of the
          Seller as holder of the CARCO Certificate;

               (ii) with respect to such Receivables and Collateral Security
          which come into existence after the date hereof, upon the creation
          of such Receivables and Collateral Security and the subsequent
          transfer of such Receivables and Collateral Security to the Trust in
          accordance with the Pooling and Servicing Agreement and receipt by
          the Seller of the consideration therefor required pursuant to the
          Pooling and Servicing Agreement, such sale will transfer all of the
          right, title and interest of the Seller in and to such Receivables
          and Collateral Security to the Trust free and clear of any liens but
          subject to the rights of the Seller as holder of the CARCO
          Certificate;





--------------------
*   Include bracketed language only in the case of additions of
    Accounts effected pursuant to Section 2.05 of the Pooling and
    Servicing Agreement.



<PAGE>


         and, in either case, no further action will thereafter be required
         under Michigan or federal law to protect the Trust's ownership
         interest in the Receivables and the Collateral Security against
         creditors of, or subsequent purchasers from, the Seller.

         (d) If the transfer of the Receivables and Collateral Security to the
Trust pursuant to the Pooling and Servicing Agreement does not constitute a
true sale of the Receivables and the Collateral Security to the Trust, then
the Pooling and Servicing Agreement as amended and supplemented by the
Assignment creates a valid security interest in favor of the Trustee, for the
benefit of the Certificateholders, in the Seller's right, title and interest
in and to the Receivables and the Collateral Security and the proceeds thereof
securing the obligations of the Seller thereunder. Financing statements on
form UCC-1 having been filed in the offices of the Secretaries of State of the
States of Michigan and [other applicable states] and accordingly, such
security interest constitutes a perfected security interest in such
Receivables and Collateral Security and the proceeds thereof subject to no
prior liens, enforceable as such against creditors of, and subsequent
purchasers from, the Seller, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws relating to or affecting
creditors' rights generally and to general equity principles.


<PAGE>


                                                                     EXHIBIT H

            FORM OF REASSIGNMENT OF RECEIVABLES IN REMOVED ACCOUNTS
                (As required by Section 2.07 of the Pooling and
                    Servicing Agreement referred to below)

                    REASSIGNMENT NO. OF RECEIVABLES, dated as of             ,
                       , by and between CHRYSLER AUTO RECEIVABLES COMPANY, a
               corporation organized under the laws of the State of Delaware
               (the "Seller"), and Manufacturers and Traders Trust Company, a
               New York banking corporation, as trustee (the "Trustee")
               pursuant to the Pooling and Servicing Agreement referred to
               below.

                                  WITNESSETH

         WHEREAS the Seller, Chrysler Credit Corporation, as servicer (the
"Servicer"), and the Trustee are parties to the Pooling and Servicing
Agreement dated as of May 31, 1991 (as amended or supplemented, the
"Agreement"):

         WHEREAS, pursuant to the Agreement, the Seller wishes to remove all
Receivables from certain designated Accounts and the Collateral Security
thereof (the "Removed Accounts") and to cause the Trustee to reconvey the
Receivables of such Removed Accounts and such Collateral Security, whether now
existing or hereafter created, from the Trust to the Seller (as each such term
is defined in the Agreement); and

         WHEREAS the Trustee is willing to accept such designation and to
reconvey the Receivables in the Removed Accounts and such Collateral Security
subject to the terms and conditions hereof.

         NOW, THEREFORE, the Seller and the Trustee hereby agree as follows:

         1. Defined Terms. All terms defined in the Agreement and used herein
shall have such defined meanings when used herein, unless otherwise defined
herein.

         "Removal Commencement Date" shall mean, with respect to the Removal
Accounts designated hereby,

         "Removal Date" shall mean, with respect to the Removed Accounts
designated hereby, ,         .

         2. Designation of Removed Accounts. The Seller shall deliver to the
Trustee, any Enhancement Providers and the Rating Agencies a computer file or
microfiche or written list containing a true and complete list of the Removed
Accounts, specifying for each such Account, as of the Removal Commencement
Date, its account number, the aggregate amount of Receivables outstanding in
such Accounts and the Designated Balance. Such list shall be marked as
Schedule 1 to this Reassignment and shall be incorporated into and made a part
of this Reassignment as of the Removal Date and shall amend Schedule 1 to the
Agreement.

         3. Conveyance of Receivables and Accounts. (a) The Trustee does
hereby transfer, assign, set over and otherwise convey to the Seller, without
recourse, representation or warranty on and after the Removal Date, all right,
title and interest of the Trust in, to and under all Receivables now existing
at the close of business on the Removal Date and thereafter created from time
to time until the termination of the Trust in Removed Accounts designated
hereby, all Collateral Security thereof, all monies due or to become due and
all amounts received with respect thereto (including all Non-Principal
Receivables), all proceeds (as defined in Section 9-306 of the UCC as in
effect in the State of Michigan and Recoveries) thereof relating thereto.

         (b) If requested by the Seller, in connection with such transfer, the
Trustee agrees to execute and deliver to the Seller on or prior to the date of
this Reassignment, a termination statement with respect to the Receivables
existing at the close of business on the Removal Date and thereafter created
from time to time and Collateral Security thereof in the Removed Accounts
reassigned hereby (which may be a single termination statement with respect to
all such Receivables and Collateral Security) evidencing the release by the
Trust of its lien on the Receivables in the Removed Accounts and the
Collateral Security, and meeting the requirements of applicable state law, in
such manner and such jurisdictions as are necessary to remove such lien.

         4. Acceptance by Trustee. The Trustee hereby acknowledges that, prior
to or simultaneously with the execution and delivery of this Reassignment, the
Seller delivered to the Trustee the computer file or such microfiche or
written list described in Section 2 of this Reassignment.

         5. Representations and Warranties of the Seller. The Seller hereby
represents and warrants to the Trustee, on behalf of the Trust, as of the date
of this Reassignment and as of the Removal Date:

                  (a) Legal, Valid and Binding Obligation. This Reassignment
         constitutes a legal, valid and binding obligation of the Seller,
         enforceable against the Seller in accordance with its terms, except
         as such enforceability may be limited by applicable bankruptcy,
         insolvency, reorganization, moratorium or other similar laws now or
         hereafter in effect affecting the enforcement of creditors' rights
         generally and except as such enforceability may be limited by general
         principles of equity (whether considered in a suit at law or in
         equity);

                  (b) No Early Amortization Event. The removal of the Accounts
          hereby removed shall not, in the reasonable belief of the Seller,
          cause an Early Amortization Event to occur or cause the Pool Balance
          to be less than the Required Participation Amount;

                  (c) Selection Procedures. No selection procedures believed by
          the Seller to be adverse to the interests of the Beneficiaries were
          utilized in selecting the Designated Accounts; and

                  (d) True and Complete List. The list of Removed Accounts
          described in Section 2 of this Assignment is, as of the Removal
          Commencement Date, true and complete in all material respects;

provided, however, that in the event that the removal on such Removal Date
relates solely to Ineligible Accounts, the Seller shall be deemed to make only
the representations and warranties contained in paragraph 5(a) above.

         6. Conditions Precedent. In addition to the conditions precedent set
forth in Section 2.07 of the Agreement, the obligation of the Trustee to
execute and deliver this Reassignment is subject to the satisfaction, on or
prior to the Removal Commencement Date, of the following additional condition
precedent:

         Officers' Certificate. The Seller shall have delivered to the Trustee
an Officers' Certificate certifying that (i) as of the Removal Commencement
Date, all requirements set forth in Section 2.07 of the Agreement for
designating Removed Accounts and reconveying the Receivables of such Removed
Accounts and the Collateral Security, whether existing at the close of
business on the Removal Date or thereafter created from time to time until the
termination of the Trust, have been satisfied, and (ii) each of the
representations and warranties made by the Seller in Section 5 hereof is true
and correct as of the date of this Reassignment and as of the Removal
Commencement Date. The Trustee may conclusively rely on such Officers'
Certificate, shall have no duty to make inquiries with regard to the matters
set forth therein and shall incur no liability in so relying.

         7. Ratification of Agreement. As supplemented by this Reassignment,
the Agreement is in all respects ratified and confirmed and the Agreement as
so supplemented by this Reassignment shall be read, taken and construed as one
and the same instrument.

         8. Counterparts. This Reassignment may be executed in two or more
counterparts, and by different parties on separate counterparts, each of which
shall be an original, but all of which shall constitute one and the same
instrument.

         9. GOVERNING LAW. THIS REASSIGNMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF
LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


<PAGE>


         IN WITNESS WHEREOF, the undersigned have caused this Reassignment to
be duly executed and delivered by their respective duly authorized officers on
the day and year first above written.

                                         CHRYSLER AUTO RECEIVABLES
                                         COMPANY, Seller,

                                             by  ______________________________
                                                 Name:
                                                 Title:


                                         MANUFACTURERS AND TRADERS
                                         TRUST COMPANY, Trustee,

                                             by  ______________________________
                                                 Name:
                                                 Title: