Exhibit 4.2


                             FORM OF TRUST AGREEMENT

                                     between

                  PAINEWEBBER ASSET ACCEPTANCE CORPORATION,
                                  as Depositor

                                       and

                           [NAME OF OWNER TRUSTEE],
                                as Owner Trustee

                       Dated as of [____________], 200[_]


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                                TABLE OF CONTENTS

                                                                            PAGE

                                    ARTICLE I

                                   DEFINITIONS

Section 1.1   Capitalized Terms..............................................1
Section 1.2   Other Definitional Provisions..................................3


                                   ARTICLE II

                                  ORGANIZATION

Section 2.1   Name...........................................................4
Section 2.2   Office.........................................................4
Section 2.3   Purposes and Powers............................................4
Section 2.4   Appointment of Owner Trustee...................................5
Section 2.5   Initial Capital Contribution of Trust Estate...................5
Section 2.6   Declaration of Trust...........................................5
Section 2.7   Liability of the Transferor....................................5
Section 2.8   Title to Trust Property........................................5
Section 2.9   Situs of Trust.................................................6
Section 2.10  Representations and Warranties of the Depositor................6
Section 2.11  Federal Income Taxes...........................................7
Section 2.12  [Reserved].....................................................8
Section 2.13  Covenants of the Holders.......................................8


                                   ARTICLE III

                 TRUST CERTIFICATES AND TRANSFER OF INTERESTS

Section 3.1   Initial Ownership..............................................9
Section 3.2   The Trust Certificates.........................................9
Section 3.3   Authentication of Trust Certificates...........................9
Section 3.4   Registration of Transfer and Exchange of Trust
               Certificates..................................................9
Section 3.5   Mutilated, Destroyed, Lost or Stolen Trust Certificates.......12
Section 3.6   Persons Deemed Certificateholders.............................12
Section 3.7   Access to List of Certificateholders' Names and Addresses.....12
Section 3.8   Maintenance of Office or Agency...............................13
Section 3.9   Appointment of Certificate Paying Agent.......................13
Section 3.10  [Reserved]....................................................13
Section 3.11  [Reserved]....................................................14
Section 3.12  [Reserved]....................................................14
Section 3.13  ERISA Restrictions............................................14
Section 3.14  [Reserved]....................................................14
Section 3.15  [Reserved]....................................................14
Section 3.16  [Reserved]....................................................14


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Section 3.17  Original Issuance.............................................14
Section 3.18  Actions of Certificateholders.................................14


                                   ARTICLE IV

                            ACTIONS BY OWNER TRUSTEE

Section 4.1   Prior Notice to Holders with Respect to Certain Matters.......15
Section 4.2   Action by Certificateholders with Respect to Certain
               Matters......................................................15
Section 4.3   Action by Certificateholders with Respect to Bankruptcy.......15
Section 4.4   Restrictions on Certificateholders' Power.....................16
Section 4.5   Majority Control..............................................16
Section 4.6   Rights of Insurer.............................................17


                                    ARTICLE V

                  APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

Section 5.1   Establishment of Certificate Distribution Account.............17
Section 5.2   Application of Funds in Certificate Distribution Account......18
Section 5.3   [Reserved]....................................................19
Section 5.4   Method of Payment.............................................19
Section 5.5   No Segregation of Monies; No Interest.........................19
Section 5.6   Accounting and Reports to the Noteholders,
               Certificateholders, the Internal Revenue Service and
               Others.......................................................19
Section 5.7   Signature on Returns; Tax Matters Partner.....................20


                                   ARTICLE VI

                      AUTHORITY AND DUTIES OF OWNER TRUSTEE

Section 6.1   General Authority.............................................20
Section 6.2   General Duties................................................20
Section 6.3   Action upon Instruction.......................................21
Section 6.4   No Duties Except as Specified in this Agreement or in
               Instructions.................................................21
Section 6.5   No Action Except under Specified Documents or Instructions....22
Section 6.6   Restrictions..................................................22


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                                   ARTICLE VII

                          CONCERNING THE OWNER TRUSTEE

Section 7.1   Acceptance of Trusts and Duties...............................22
Section 7.2   Furnishing of Documents.......................................23
Section 7.3   Representations and Warranties................................24
Section 7.4   Reliance; Advice of Counsel...................................24
Section 7.5   Not Acting in Individual Capacity.............................25
Section 7.6   Owner Trustee Not Liable for Trust Certificates or
               Receivables..................................................25
Section 7.7   Owner Trustee May Own Trust Certificates and Notes............25
Section 7.8   Payments from Owner Trust Estate..............................25
Section 7.9   Doing Business in Other Jurisdictions.........................26


                                  ARTICLE VIII

                          COMPENSATION OF OWNER TRUSTEE

Section 8.1   Owner Trustee's Fees and Expenses.............................26
Section 8.2   Indemnification...............................................26
Section 8.3   Payments of Owner Trustee.....................................27
Section 8.4   Non-recourse Obligations......................................27


                                   ARTICLE IX

                         TERMINATION OF TRUST AGREEMENT

Section 9.1   Termination of Trust Agreement................................27


                                    ARTICLE X

            SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEEs

Section 10.1  Eligibility Requirements for Owner Trustee....................28
Section 10.2  Resignation or Removal of Owner Trustee.......................28
Section 10.3  Successor Owner Trustee.......................................29
Section 10.4  Merger or Consolidation of Owner Trustee......................30
Section 10.5  Appointment of Co-Trustee or Separate Trustee.................30


                                   ARTICLE XI

                                  MISCELLANEOUS

Section 11.1  Supplements and Amendments....................................31
Section 11.2  No Legal Title to Owner Trust Estate in Certificateholders....32
Section 11.3  Limitations on Rights of Others...............................33


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Section 11.4  Notices.......................................................33
Section 11.5  [Reserved]....................................................33
Section 11.6  Severability..................................................33
Section 11.7  Separate Counterparts.........................................33
Section 11.8  Third-Party Beneficiaries.....................................34
Section 11.9  [Reserved]....................................................34
Section 11.10 No Petition...................................................34
Section 11.11 No Recourse...................................................34
Section 11.12 Headings......................................................34
Section 11.13 GOVERNING LAW.................................................34
Section 11.14 Agreement Creates No Partnership Except for Tax Purposes......34
Section 11.15 Servicer......................................................35




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            TRUST AGREEMENT dated as of [____________] [__], 200[_] between
[____________________], a PaineWebber Asset Acceptance Corporation, a Delaware
corporation, as Depositor, and [NAME OF OWNER TRUSTEE], a [__________] [banking
corporation], as Owner Trustee.

                                    ARTICLE I

                                   DEFINITIONS

            Section 1.1 CAPITALIZED   TERMS.   For   all   purposes   of  this
Agreement, the following terms shall have the meanings set forth below:

            "ACTUAL KNOWLEDGE" means, with respect to the Owner Trustee, any
officer within the Corporate Trust Administration office of the Owner Trustee
responsible for administering the Trust hereunder, or under the Basic Documents,
who has actual knowledge of an action taken or an action not taken with regard
to the Trust. Actions taken or actions not taken of which the Owner Trustee
should have had knowledge, and constructive knowledge, do not meet the
definition of Actual Knowledge hereunder.

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

            "BASIC DOCUMENTS" shall mean Certificate of Trust, the Trust
Agreement, the Sale and Servicing Agreement, each Subsequent Transfer Agreement,
the Indenture, the Insurance Agreement, the Reserve Account Agreement, the
Custodial Agreement, the Depository Agreement and the other documents and
certificates delivered in connection therewith.

            "BENEFIT PLAN" shall have the meaning assigned to such term in
Section 3.13.

            "BUSINESS TRUST STATUTE" shall mean Chapter 38 of Title 12 of the
Delaware Code, 12 Del. Code Section 3801 ET SEQ., as the same may be amended
from time to time.

            "CERTIFICATE" means a Trust Certificate evidencing the beneficial
interest of a Certificateholder in the Trust, substantially in the form of
Exhibit A attached hereto.

            "CERTIFICATE DISTRIBUTION ACCOUNT" shall have the meaning assigned
to such term in Section 5.1.

            "CERTIFICATE MAJORITY" means over 50% of Holders of the
Certificates.

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

            "CERTIFICATE PAYING AGENT" shall mean any paying agent or co-paying
agent appointed pursuant to Section 3.9 and shall initially be the Trustee.


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            "CERTIFICATE REGISTER" and "CERTIFICATE REGISTRAR" shall mean the
register mentioned and the registrar appointed pursuant to Section 3.4.

            "CLOSING DATE" means [____________] [__], 200[_].

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

            "CORPORATE TRUST OFFICE" shall mean, with respect to the Owner
Trustee, the principal corporate trust office of the Owner Trustee located at
[_________________________], or at such other address as the Owner Trustee may
designate by notice to the Certificateholders and the Depositor, or the
principal corporate trust office of any successor Owner Trustee (the address of
which the successor owner trustee will notify the Certificateholders and the
Depositor).

            "DEFINITIVE TRUST CERTIFICATES" shall mean Trust Certificates issued
in certificated, fully registered form as provided in Section 3.17 hereof.

            "DEPOSITOR" shall mean PaineWebber Asset Acceptance Corporation in
its capacity as Depositor hereunder.

            "ERISA" shall have the meaning assigned to such term in Section
3.13.

            "EXPENSES" shall have the meaning assigned to such term in Section
8.2.

            "HOLDER" or "CERTIFICATEHOLDER" shall mean the Person in whose name
a Trust Certificate is registered on the Certificate Register.

            "INDEMNIFIED PARTIES" shall have the meaning assigned to such term
in Section 8.2.

            "INSURER"  shall  mean  Financial  Security  Assurance,  Inc.  its
successors and assigns.

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

            "OWNER TRUSTEE" shall mean [Name of Owner Trustee], a [____________]
[banking corporation], not in its individual capacity but solely as owner
trustee under this Agreement, and any successor Owner Trustee hereunder.

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


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            "RECORD DATE" shall mean with respect to any Payment Date, the last
day of the calendar month immediately preceding such Payment Date.

            "RESPONSIBLE OFFICER" means, with respect to the Owner Trustee, any
officer within the Corporate Trust Administration office of the Owner Trustee,
including any Vice President, Assistant Vice President, Assistant Treasurer,
Assistant Secretary or any other officer of the Owner 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.

            "SALE AND SERVICING AGREEMENT" shall mean the Sale and Servicing
Agreement among the Trust, [____________________], the Depositor, the Seller,
the Servicer, the Backup Servicer and the Custodian, dated as of [____________]
[__], 200[_], as the same may be amended and supplemented from time to time.

            "SECRETARY  OF STATE"  shall  mean the  Secretary  of State of the
State of [_________].

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

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

            "TRUST CERTIFICATE" shall mean a Certificate.

            Section 1.2 OTHER   DEFINITIONAL   PROVISIONS.  (a)  Capitalized
terms used herein and not otherwise defined have the meanings assigned to them
in the Sale and Servicing Agreement or, if not defined therein, in the
Indenture.

            (b)   All terms defined in this Agreement shall have the defined
meanings when used in any certificate or other document made or delivered
pursuant hereto unless otherwise defined therein.

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 as in effect on the date of this
Agreement or any such certificate or other document, as applicable. 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," "HEREUNDER" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement; Section and Exhibit
references contained in this Agreement are


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references to Sections 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

                                  ORGANIZATION

            Section 2.1 NAME. There is hereby formed a trust to be known as
"[____________________] Owner Trust 200[_]-[_]" (hereinafter, the "TRUST"), in
which name the Owner Trustee may conduct the business of the Trust, make and
execute contracts and other instruments on behalf of the Trust and sue and be
sued.

            Section 2.2 OFFICE. The office of the Trust shall be in care of the
Owner Trustee at the Corporate Trust Office or at such other address as the
Owner Trustee may designate by written notice to the Certificateholders and the
Depositor.

            Section 2.3 PURPOSES  AND  POWERS.  (a) The  purpose  of the Trust
is,  and the  Trust  shall  have the  power  and  authority,  to engage in the
following activities:

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

               (ii)     to enter  into the  transactions  contemplated  by the
      Sale and Servicing Agreement;

               (iii) with the proceeds of the sale of the Notes, to fund the
      Pre-Funding Account, the Capitalized Interest Account, the Reserve Account
      and the Yield Supplement Account and to pay the organizational, start-up
      and transactional expenses of the Trust and to pay the balance to the
      Transferor pursuant to the Sale and Servicing Agreement;

               (iv) to assign, grant, transfer, pledge, mortgage and convey the
      Owner Trust Estate (other than the Certificate Distribution Account) to
      the Indenture Trustee pursuant to the Indenture for the benefit of the
      Insurer and the Indenture Trustee on behalf of the Noteholders and to
      hold, manage and distribute to the Certificateholders and the Transferor
      pursuant to the terms of the Sale and Servicing Agreement any portion of
      the Owner Trust Estate released from the Lien of, and remitted to the
      Trust pursuant to, the Indenture;

               (v)   to enter into and perform its obligations under the Basic
      Documents to which it is a party; to engage in those activities, including
      entering into agreements, that are necessary, suitable or convenient to
      accomplish the foregoing or are incidental thereto or connected therewith;
      and


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

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

            Section 2.4 APPOINTMENT OF OWNER TRUSTEE. The Depositor hereby
appoints the Owner Trustee as trustee of the Trust effective as of the date
hereof, to have all the rights, powers and duties set forth herein.

            Section 2.5 INITIAL CAPITAL CONTRIBUTION OF TRUST ESTATE. The
Depositor hereby sells, assigns, transfers, conveys and sets over to the Owner
Trustee, as of the date hereof, the sum of $1. The Owner Trustee hereby
acknowledges receipt in trust from the Depositor, as of the date hereof, of the
foregoing contribution, which shall constitute the initial Owner Trust Estate
and shall be deposited in the Certificate Distribution Account. The Depositor
shall pay organizational expenses of the Trust as they may arise.

            Section 2.6 DECLARATION OF TRUST. The Owner Trustee hereby declares
that it will hold the Owner Trust Estate in trust upon and subject to the
conditions set forth herein for the use and benefit of the Holders, subject to
the obligations of the Trust under the Basic Documents. It is the intention of
the parties hereto that the Trust constitute a business trust under the Business
Trust Statute and that this Agreement constitute the governing instrument of
such business trust. It is the intention of the parties hereto that, solely for
income and franchise tax purposes, the Trust shall be treated as a partnership
if the Certificates are treated as held by more than one person and a
disregarded entity if the Certificates are treated as held by a single person.
The parties agree that, unless otherwise required by appropriate tax
authorities, the Trust will file or cause to be filed annual or other necessary
returns, reports and other forms consistent with this intention. Effective as of
the date hereof, the Owner Trustee shall have all rights, powers and duties set
forth herein and to the extent not inconsistent herewith, in the Business Trust
Statute with respect to accomplishing the purposes of the Trust. The Owner
Trustee shall file the Certificate of Trust with the Secretary of State.

            Section 2.7 LIABILITY OF THE TRANSFEROR. (a) The Transferor shall
pay organizational expenses of the Trust as they may arise or shall, upon the
request of the Owner Trustee, promptly reimburse the Owner Trustee for any such
expenses paid by the Owner Trustee.

            (b)   No Holder, other than to the extent set forth in clause (a),
shall have any personal liability for any liability or obligation of the Trust.

            Section 2.8 TITLE TO TRUST PROPERTY. (a) Legal title to all the
Owner Trust Estate shall be vested at all times in the Trust as a separate legal
entity except where applicable law in any jurisdiction requires title to any
part of the Owner Trust Estate to be vested in a trustee or trustees, in which
case title shall be deemed to be vested in the Owner Trustee, a co-trustee
and/or a separate trustee, as the case may be.


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            (b)   The Holders shall not have legal title to any part of the
Trust Property. The Holders shall be entitled to receive distributions with
respect to their undivided ownership interest therein only in accordance with
Articles V and IX. No transfer, by operation of law or otherwise, of any right,
title or interest by any Certificateholder of its ownership interest in the
Owner Trust Estate shall operate to terminate this Agreement or the trusts
hereunder or entitle any transferee to an accounting or to the transfer to it of
legal title to any part of the Trust Property.

            Section 2.9 SITUS OF TRUST. The Trust will be located and
administered in the State of Delaware. All bank accounts maintained by the Owner
Trustee on behalf of the Trust shall be located in the State of Delaware or the
State of New York. Payments will be received by the Trust only in Delaware or
New York, and payments will be made by the Trust only from Delaware or New York.
The Trust shall not have any employees in any state other than Delaware;
provided however, that nothing herein shall restrict or prohibit the Owner
Trustee, in its individual capacity, the Servicer or any agent of the Trust from
having employees within or without the State of Delaware. The only office of the
Trust will be at the Corporate Trust Office in Delaware.

            Section 2.10 REPRESENTATIONS AND WARRANTIES OF THE Depositor. The
Depositor makes the following representations and warranties on which the Owner
Trustee relies in accepting the Owner Trust Estate in trust and issuing the
Certificates and upon which the Insurer relies in issuing the Policy:

            (a)   ORGANIZATION AND GOOD STANDING. The Depositor is duly
organized and validly existing as a Delaware corporation with power and
authority to own its properties and to conduct its business as such properties
are currently owned and such business is presently conducted and is proposed to
be conducted pursuant to this Agreement and the Basic Documents.

            (b)   DUE QUALIFICATION. It is duly qualified to do business as a
foreign corporation in good standing, and has obtained all necessary licenses
and approvals, in all jurisdictions in which the ownership or lease of its
property, the conduct of its business and the performance of its obligations
under this Agreement and the Basic Documents requires such qualification.

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

            (d)   NO CONSENT REQUIRED. No consent, license, approval or
authorization or registration or declaration with, any Person or with any
governmental authority, bureau or agency is required in connection with the
execution, delivery or performance of this Agreement and the Basic Documents,
except for such as have been obtained, effected or made.

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

            (f)   NO PROCEEDINGS. There are no proceedings or investigations
pending or, to its knowledge threatened against it before any court, regulatory
body, administrative agency or other tribunal or governmental instrumentality
having jurisdiction over it or its properties (A) asserting the invalidity of
this Agreement or any of the Basic Documents, (B) seeking to prevent the
issuance of the Certificates or the Notes or the consummation of any of the
transactions contemplated by this Agreement or any of the Basic Documents, (C)
seeking any determination or ruling that might materially and adversely affect
its performance of its obligations under, or the validity or enforceability of,
this Agreement or any of the Basic Documents, or (D) seeking to adversely affect
the Federal, state or local income tax attributes of the Certificates.

            Section 2.11 FEDERAL INCOME TAXES. (a) If Certificates are treated
as held by more than one person or the Trust is recharacterized as an entity
separate from its owner, each Certificateholder acknowledges and agrees that the
Trust will be treated as a partnership solely for income tax purposes and that
this Agreement does not create a partnership for any other purpose. No election
to treat the Trust other than as a disregarded entity if the Certificates are
treated as held by a single person or as a partnership if the Certificates are
treated as held by more than one person for Federal income tax purposes or any
relevant state tax purposes shall be made by or on behalf of the Trust, or by
any Certificateholder.

            (b)   Net income of the Trust for any month as determined for
Federal income tax purposes (and each item of income, gain, loss, credit and
deduction entering into the computation thereof) shall be allocated: to the
extent of available net income and in accordance with Federal income tax
accounting and allocation principles, among the Certificateholders as of the
first Record Date following the end of such month, in proportion to their
ownership of principal amount of Trust Certificates on such date, an amount of
net income up to the sum of (x) the Certificateholders' Monthly Interest
Distributable Amount for such month, (y) interest on the excess, if any, of the
Certificateholders' Interest Distributable Amount for the preceding Payment Date
over the amount in respect of interest at the Certificate Rate that is actually
deposited in the Certificate Distribution Account on such preceding Payment
Date, to the extent permitted by law, at the Certificate Rate from such
preceding Payment Date through the current Payment Date, and (z) the portion of
the market discount on the Receivables accrued during such month that is
allocable to the excess of the initial aggregate principal amount of the Trust
Certificates over their initial aggregate issue price.


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            (c)   If the net income of the Trust for any month is insufficient
for the allocation described in clause (b) above, subsequent net income shall
first be allocated to make up such shortfall before being allocated as provided
in clause (b).

            (d)   Net losses of the Trust, if any, for any month as determined
for Federal income tax accounting and allocation purposes (and each item of
income, gain, loss, credit and deduction entering into the computation thereof)
shall be allocated among the Certificateholders as of the first Record Date
following the end of such month in proportion to their ownership of principal
amount of Trust Certificates on such Record Date until the principal balance of
the Trust Certificates is reduced to zero.

            Notwithstanding anything provided in this Section 2.11, if the
Certificates are treated as held solely by one person or the Trust has not been
recharacterized as an entity separate from its owner, the application of clause
(b), clause (c) and clause (d) of this section shall be disregarded.

            Section 2.12      [Reserved]

            Section 2.13      COVENANTS OF THE HOLDERS. Each Holder agrees:

            (a)   to be bound by the terms and conditions of the Certificates
and of this Agreement, including any supplements or amendments hereto and to
perform the obligations of a Holder as set forth therein or herein, in all
respects as if it were a signatory hereto. This undertaking is made for the
benefit of the Trust, the Insurer, the Owner Trustee and all other Holders
present and future;

            (b)   to hereby appoint the Owner Trustee as such Holder's agent and
attorney-in-fact to sign any federal income tax information return filed on
behalf of the Trust and agree that, if requested by the Trust, it will sign such
federal income tax information return in its capacity as holder of an interest
in the Trust. Each Holder also hereby agrees that in its tax returns it will not
take any position inconsistent with those taken in any tax returns filed by the
Trust;

            (c)   to notify the Owner Trustee of any transfer by it of a
Certificate in a taxable sale or exchange, within 30 days of the date of the
transfer; and

            (d)   until the completion of the events specified in Section 9.1,
not to, for any reason, institute proceedings for the Trust to be adjudicated a
bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency
proceedings against the Trust, or file a petition seeking or consenting to
reorganization or relief under any applicable federal or state law relating to
bankruptcy, or consent to the appointment of a receiver, liquidator, assignee,
trustee, sequestrator (or other similar official) of the Trust or a substantial
part of its property, or cause or permit the Trust to make any assignment for
the benefit of its creditors, or admit in writing its inability to pay its debts
generally as they become due, or declare or effect a moratorium on its debt or
take any action in furtherance of any such action.


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                                   ARTICLE III

                 TRUST CERTIFICATES AND TRANSFER OF INTERESTS

            Section 3.1 INITIAL OWNERSHIP. Upon the formation of the Trust by
the contribution by the Depositor pursuant to Section 2.5 and until the issuance
of the Trust Certificates, the Depositor shall be the sole beneficiary of the
Trust.

            Section 3.2 THE TRUST CERTIFICATES. The Trust Certificates shall be
issued in denominations of $1,000 and integral multiples thereof. The Trust
Certificates shall be executed on behalf of the Trust by manual or facsimile
signature of an authorized officer of the Owner Trustee. Trust Certificates
bearing the manual or facsimile signatures of individuals who were, at the time
when such signatures shall have been affixed, authorized to sign on behalf of
the Trust, shall be validly issued and entitled to the benefit of this
Agreement, notwithstanding that such individuals or any of them shall have
ceased to be so authorized prior to the authentication and delivery of such
Trust Certificates or did not hold such offices at the date of authentication
and delivery of such Trust Certificates. A transferee of a Trust Certificate
shall become a Certificateholder, and shall be entitled to the rights and
subject to the obligations of a Certificateholder hereunder, upon due
registration of such Trust Certificate in such transferee's name pursuant to
Section 3.4.

            Section 3.3 AUTHENTICATION OF TRUST CERTIFICATES. Concurrently with
the initial transfer of the Receivables to the Trust pursuant to the Sale and
Servicing Agreement, the Owner Trustee shall cause the Trust Certificates in an
aggregate principal amount equal to the initial Certificate Balance to be
executed on behalf of the Trust, authenticated and delivered to or upon the
written order of the Depositor, signed by its chairman of the board, its
president or any vice president, its treasurer or any assistant treasurer
without further corporate action by the Depositor, in authorized denominations.
No Trust Certificate shall entitle its holder to any benefit under this
Agreement, or shall be valid for any purpose, unless there shall appear on such
Trust Certificate a certificate of authentication substantially in the form set
forth in Exhibit A, executed by the Owner Trustee or the Owner Trustee's
authentication agent, by manual signature; such authentication shall constitute
conclusive evidence that such Trust Certificate shall have been duly
authenticated and delivered hereunder. All Trust Certificates shall be dated the
date of their authentication.

            Section 3.4 REGISTRATION OF TRANSFER AND EXCHANGE OF TRUST
CERTIFICATES. (a) The Certificate Registrar shall keep or cause to be kept, at
the office or agency maintained pursuant to Section 3.8, a Certificate Register
in which, subject to such reasonable regulations as it may prescribe, the
Certificate Registrar shall provide for the registration of Trust Certificates
and of transfers and exchanges of Trust Certificates as herein provided. The
Depositor hereby appoints the Indenture Trustee as the initial Certificate
Registrar.

            (b)   Upon surrender for registration of transfer of any Trust
Certificate at the office or agency maintained pursuant to Section 3.8,
accompanied by the certification appearing on the reverse of the form of the
Certificate relating to Rule 144A, executed by the Holder of such Certificate,
the Owner Trustee shall execute, authenticate and deliver, (or cause the
Certificate Registrar as its authenticating agent to authenticate and deliver)
in the name of the


                                      -9-
<PAGE>


Designated transferee or transferees, one or more new Trust Certificates in
authorized denominations of a like class and aggregate face amount dated the
date of authentication by the Owner Trustee or any authenticating agent. At the
option of a Holder, Trust Certificates may be exchanged for other Trust
Certificates of the same class in authorized denominations of a like aggregate
amount upon surrender of the Trust Certificates to be exchanged at the office or
agency maintained pursuant to Section 3.8.

            (c)   Every Trust Certificate presented or surrendered for
registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to the Owner Trustee and the
Certificate Registrar duly executed by the Certificateholder or his attorney
duly authorized in writing, with such signature guaranteed by an "eligible
guarantor institution" meeting the requirements of the Certificate Registrar,
which requirements include membership or participation in the Securities
Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee
program" as may be determined by the Certificate Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Exchange Act. Each Trust
Certificate surrendered for registration of transfer or exchange shall be
canceled and subsequently disposed of by the Certificate Registrar in accordance
with its customary practice.

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

            (e)   Transfer Restrictions.

               (i) No Certificateholder may, in any transaction or series of
      transactions, directly or indirectly (each of the following, a
      "TRANSFER"), (i) sell, assign or otherwise in any manner dispose of all or
      any part of its interest in any Certificate issued to it, whether by act,
      deed, merger or otherwise or (ii) mortgage, pledge or create a lien or
      security interest in such beneficial interest unless such transfer is made
      to a Qualified Institutional Buyer in accordance with Rule 144A, under the
      Securities Act. Each Certificateholder (other than the initial Holder
      which shall be deemed to have represented that it is an "institutional
      accredited investor" under Rule 501 of the Securities Act) by acquiring
      any Certificate or any interest therein shall be deemed to represent to
      the Issuer and the Owner Trustee that it is a Qualified Institutional
      Buyer. Notwithstanding anything contained herein to the contrary, neither
      the Certificate Registrar nor shall the Owner Trustee be responsible for
      compliance with the Securities Act or applicable securities law.

               (ii)  At any time during the taxable year of the Trust, there
      shall be no more than 100 Holders. The Certificate Registrar shall take
      such action as may be necessary to ensure that this Section 3.4(e) is
      satisfied, including, without limitation, refusing to register the
      transfer of any Certificate. The Certificate Registrar shall comply with
      all reasonable written directions given by the Owner Trustee.


                                      -10-
<PAGE>


               (iii)  Each  Certificate  issued  hereunder shall contain the
      following legend:

THIS CERTIFICATE IS TRANSFERABLE ONLY UPON COMPLIANCE WITH CERTAIN PROVISIONS OF
A TRUST AGREEMENT BETWEEN [_________________________] AND [NAME OF OWNER
TRUSTEE] (THE "TRUST AGREEMENT"). THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR ANY SECURITIES LAWS, AND ISSUER HAS NOT BEEN REGISTERED UNDER THE UNITED
STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED, AND PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TRUST AGREEMENT AND APPLICABLE
SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND TO "QUALIFIED
INSTITUTIONAL BUYERS" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), AND
SOLELY WITH RESPECT TO THE INITIAL OFFERING OF THE CERTIFICATES, TO
INSTITUTIONAL "ACCREDITED INVESTORS" (AS DEFINED IN RULE 501(A) (1), (2), (3) OR
(7) UNDER THE SECURITIES ACT) UPON DELIVERY OF A REPRESENTATION LETTER TO THE
TRUSTEE.

NO EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA") AND NO OTHER PLAN SUBJECT TO SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR ANY
ENTITY THE ASSETS OF WHICH CONSTITUTE OR ARE DEEMED FOR PURPOSES OF ERISA OR
SECTION 4975 OF THE CODE TO CONSTITUTE THE ASSETS OF ANY SUCH PLAN, MAY PURCHASE
THIS CERTIFICATE OR ANY INTEREST HEREIN, UNLESS SUCH PURCHASE AND THE HOLDING OF
THIS CERTIFICATE OR SUCH INTEREST BY SUCH PLAN (OR ANY ENTITY THE ASSETS OF
WHICH CONSTITUTE "PLAN ASSETS" OF ANY SUCH PLAN) IS SUBJECT TO A STATUTORY OR
ADMINISTRATIVE EXEMPTION. ANY HOLDER HEREOF OR ANY INTEREST HEREIN THAT IS, OR
IS ACTING ON BEHALF OF OR WITH "PLAN ASSETS" OF, AN EMPLOYEE BENEFIT PLAN
SUBJECT TO ERISA OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE, AND WITH RESPECT
TO WHICH THE TRUSTEE OR THE OWNER TRUSTEE IS A "PARTY IN INTEREST" OR A
"DISQUALIFIED PERSON", BY PURCHASING THIS CERTIFICATE OR SUCH INTEREST
REPRESENTS THAT ITS PURCHASE OF THIS CERTIFICATE OR SUCH INTEREST IS SUBJECT TO
A STATUTORY OR ADMINISTRATIVE EXEMPTION FROM THE PROHIBITED TRANSACTION RULES OF
ERISA AND SECTION 4975 OF THE CODE.

EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF THE ISSUER THAT SUCH
PURCHASER HAS NOT ACQUIRED NOR WILL IT SELL, TRADE, TRANSFER, ASSIGN,
PARTICIPATE, PLEDGE, HYPOTHECATE, CAUSE TO BE MARKETED, OR OTHERWISE DISPOSE OF
THIS CERTIFICATE (OR ANY INTEREST HEREIN) ON OR THROUGH (I) AN "ESTABLISHED
SECURITIES MARKET" WITHIN THE MEANING OF SECTION 7704(B)(1) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED, INCLUDING, WITHOUT LIMITATION, AN OVER-THE-
COUNTER-MARKET OR AN "INTERDEALER QUOTATION SYSTEM" THAT REGULARLY DISSEMINATES
FIRM BUY OR SELL QUOTATIONS, OR (II) A "SECONDARY MARKET


                                      -11-
<PAGE>


(OR THE SUBSTANTIAL EQUIVALENT THEREOF)" WITHIN THE MEANING OF CODE SECTION
7704(B)(2). [THE PRINCIPAL OF THIS CERTIFICATE IS PAYABLE IN INSTALLMENTS AS SET
FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.]

            Section 3.5 MUTILATED, DESTROYED, LOST OR STOLEN TRUST CERTIFICATES.
If (a) any mutilated Trust Certificate shall be surrendered to the Certificate
Registrar, or if the Owner Trustee and the Certificate Registrar shall receive
evidence to their satisfaction of the destruction, loss or theft of any Trust
Certificate and (b) there shall be delivered to the Certificate Registrar and
the Owner Trustee, such security or indemnity as may be required by them to save
each of them harmless, then in the absence of notice that such Trust Certificate
shall have been acquired by a bona fide purchaser, the Owner Trustee on behalf
of the Trust shall execute and the Owner Trustee or the Owner Trustee's
authentication agent or Certificate Registrar shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen Trust
Certificate, a new Trust Certificate of like class, tenor and denomination. In
connection with the issuance of any new Trust Certificate under this Section,
the Owner Trustee or the Certificate Registrar may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection therewith. Any duplicate Trust Certificate issued pursuant to this
Section shall constitute conclusive evidence of an ownership interest in the
Trust, as if originally issued, whether or not the lost, stolen or destroyed
Trust Certificate shall be found at any time.

            Section 3.6 PERSONS DEEMED CERTIFICATEHOLDERS. Every Person by
virtue of becoming a Certificateholder in accordance with this Agreement shall
be deemed to be bound by the terms of this Agreement. Prior to due presentation
of a Trust Certificate for registration of transfer, the Owner Trustee, the
Certificate Registrar and any agent of the Owner Trustee and the Certificate
Registrar may treat the Person in whose name any Trust Certificate shall be
registered in the Certificate Register as the Holder of such Trust Certificate
for the purpose of receiving distributions pursuant to Section 5.2 and for all
other purposes whatsoever, and none of the Owner Trustee or the Certificate
Registrar nor any agent of the Owner Trustee or the Certificate Registrar shall
be bound by any notice to the contrary.

            Section 3.7 ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND
ADDRESSES. The Certificate Registrar shall furnish or cause to be furnished to
the Owner Trustee, the Insurer, the Servicer or the Depositor, within 15 days
after receipt by the Certificate Registrar of a request therefor from such
Person in writing, a list, of the names and addresses of the Certificateholders
as of the most recent Record Date. If three or more Holders of Trust
Certificates or one or more Holders of Trust Certificates evidencing not less
than 25% of the Certificate Balance apply in writing to the Certificate
Registrar, and such application states that the applicants desire to communicate
with other Certificateholders with respect to their rights under this Agreement
or under the Trust Certificates and such application is accompanied by a copy of
the communication that such applicants propose to transmit, then the Certificate
Registrar shall, within five Business Days after the receipt of such
application, afford such applicants access during normal business hours to the
current list of Certificateholders. Each Holder, by receiving and holding a
Trust Certificate, shall be deemed to have agreed not to hold any of the
Depositor, the Servicer, the Insurer, the Certificate Registrar or the Owner


                                      -12-
<PAGE>


Trustee or any agent thereof accountable by reason of the disclosure of its name
and address, regardless of the source from which such information was derived.

            Section 3.8 MAINTENANCE OF OFFICE OR AGENCY. The Owner Trustee shall
maintain in The City of New York, an office or offices or agency or agencies
where Trust Certificates may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Owner Trustee in respect
of the Trust Certificates and the Basic Documents may be served. The Owner
Trustee initially designates [____________________],
[_________________________________], as its office for such purposes. The Owner
Trustee shall give prompt written notice to the Depositor, the Insurer and the
Certificateholders of any change in the location of the Certificate Register or
any such office or agency.

            Section 3.9 APPOINTMENT OF CERTIFICATE PAYING AGENT. The Certificate
Paying Agent shall make distributions to Certificateholders from the Certificate
Distribution Account pursuant to Section 5.2 and shall report the amounts of
such distributions to the Owner Trustee. The Certificate Paying Agent shall
invest amounts on deposit in the Certificate Distribution Account in accordance
with Section 5.1 hereof. Any Certificate Paying Agent shall have the revocable
power to withdraw funds from the Certificate Distribution Account for the
purpose of making the distributions referred to above. The Owner Trustee may
revoke such power and remove the Certificate Paying Agent if the Owner Trustee
determines in its sole discretion that the Certificate Paying Agent shall have
failed to perform its obligations under this Agreement in any material respect.
The Certificate Paying Agent shall initially be the Indenture Trustee, and any
co-paying agent chosen by the Owner Trustee, and acceptable to the Servicer. The
Certificate Paying Agent shall be permitted to resign upon 30 days' written
notice to the Owner Trustee and the Servicer. In the event that the Indenture
Trustee shall no longer be the Certificate Paying Agent, the Owner Trustee shall
appoint a successor to act as Certificate Paying Agent (which shall be a bank or
trust company). The Owner Trustee shall cause such successor Certificate Paying
Agent or any additional Certificate Paying Agent appointed by the Owner Trustee
to execute and deliver to the Owner Trustee an instrument in which such
successor Certificate Paying Agent or additional Certificate Paying Agent shall
agree with the Owner Trustee that as Certificate Paying Agent, such successor
Certificate Paying Agent or additional Certificate Paying Agent will hold all
sums, if any, held by it for payment to the Certificateholders in trust for the
benefit of the Certificateholders entitled thereto until such sums shall be paid
to such Certificateholders. The Certificate Paying Agent shall return all
unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying
Agent such Certificate Paying Agent shall also return all funds in its
possession to the Owner Trustee. The provisions of Sections 7.1, 7.3, 7.4, 8.1
and 8.2 shall apply to the Owner Trustee also in its role as Certificate Paying
Agent, for so long as the Owner Trustee shall act as Certificate Paying Agent
and, to the extent applicable, to any other paying agent appointed hereunder.
Any reference in this Agreement to the Certificate Paying Agent shall include
any co-paying agent unless the context requires otherwise. The Indenture
Trustee, in acting as Certificate Registrar and Certificate Paying Agent
hereunder shall be entitled to the benefit of the same protective and
exculpatory provisions and the indemnity and compensation provisions applicable
to the Indenture Trustee in the Indenture and Sale and Servicing Agreement.

            Section 3.10      [Reserved]


                                      -13-
<PAGE>


            Section 3.11      [Reserved]

            Section 3.12      [Reserved]

            Section 3.13 ERISA RESTRICTIONS. The Certificates may not be
acquired by or for the account of (i) an employee benefit plan (as defined in
Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA")) that is subject to the provisions of Title 1 of ERISA, (ii) a plan
described in Section 4975(e)(1) of the Internal Revenue Code of 1985, as
amended, or (iii) any entity whose underlying assets include plan assets by
reason of a plan's investment in the entity (each, a "BENEFIT Plan"). By
accepting and holding a Certificate, the Holder thereof shall be deemed to have
represented and warranted that it is not a Benefit Plan.

            Section 3.14      [RESERVED]

            Section 3.15      [RESERVED]

            Section 3.16      [RESERVED]

            Section 3.17 ORIGINAL ISSUANCE. The Trust Certificates, upon
original issuance, will be issued in the form of Definitive Trust Certificates
to be delivered by or on behalf of the Trust in accordance with the written
instructions of the Depositor. The Owner Trustee shall recognize the Holders of
the Definitive Trust Certificates as Certificateholders. The Trust Certificate
shall be printed, lithographed or engraved or may be reproduced in any other
manner as so reasonably acceptable to the Owner Trustee, as evidence by its
execution thereof.

            Section 3.18 ACTIONS OF CERTIFICATEHOLDERS. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Agreement to be given or taken by the Certificateholders may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
by such Certificateholders in person or by agent duly appointed in writing; and
except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Owner Trustee
and, when required, to the Depositor or the Servicer. Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Agreement and conclusive in favor of the Owner Trustee,
the Depositor and the Servicer, if made in the manner provided in this Section
3.18.

            (b)   The fact and date of the execution by any Certificateholder of
any such instrument or writing may be proved in any reasonable manner which the
Owner Trustee deems sufficient.

            (c)   Any request, demand, authorization, direction, notice,
consent, waiver or other act by a Certificateholder shall bind every Holder of
every Certificate issued upon the registration of transfer thereof or in
exchange therefor or in lieu thereof, in respect of anything done, or omitted to
be done, by the Owner Trustee, the Depositor or the Servicer in reliance
thereon, regardless of whether notation of such action is made upon such
Certificate.


                                      -14-
<PAGE>


            (d)   The Owner Trustee may require such additional proof of any
matter referred to in this Section 3.18 as it shall deem necessary.

                                   ARTICLE IV

                            ACTIONS BY OWNER TRUSTEE

            Section 4.1 PRIOR NOTICE TO HOLDERS WITH RESPECT TO CERTAIN MATTERS.
(a) With respect to the following matters, the Owner Trustee shall not take
action unless at least 30 days before the taking of such action, the Owner
Trustee shall have notified the Certificateholders and the Insurer in writing of
the proposed action and the Certificateholders shall not have notified the Owner
Trustee in writing prior to the 30th day after such notice is given that such
Certificateholders have withheld consent or provided alternative direction:

               (i)    the election by the Trust to file an amendment to the
      Certificate of Trust (unless such amendment is required to be filed under
      the Business Trust Statute or unless such amendment would not materially
      and adversely affect the interests of the Holders);

               (ii)     the  amendment  of  the  Indenture  by a  supplemental
      indenture  in  circumstances  where the  consent  of any  Noteholder  is
      required;

               (iii) the amendment of the Indenture by a supplemental indenture
      in circumstances where the consent of any Noteholder is not required and
      such amendment materially adversely affects the interest of the
      Certificateholders; or

               (iv) except pursuant to Section 11.1 of the Sale and Servicing
      Agreement, the amendment, change or modification of the Sale and Servicing
      Agreement, except to cure any ambiguity or defect or to amend or
      supplement any provision in a manner that would not materially adversely
      affect the interests of the Certificateholders.

            (b)   The Owner Trustee shall notify the Certificateholders in
writing of any appointment of a successor Note Registrar, Certificate Paying
Agent or Certificate Registrar within five Business Days of the effective date
of such appointment.

            Section 4.2 ACTION BY CERTIFICATEHOLDERS WITH RESPECT TO CERTAIN
MATTERS. The Owner Trustee shall not have the power, except upon the direction
of the Certificateholders in accordance with the Basic Documents, to (a) remove
the Servicer under the Sale and Servicing Agreement pursuant to Section 8.1
thereof following payment of the Notes in full or (b) except as expressly
provided in the Basic Documents, sell the Receivables after the termination of
the Indenture. The Owner Trustee shall take the actions referred to in the
preceding sentence only upon written instructions signed by the
Certificateholders and the furnishing of indemnification satisfactory to the
Owner Trustee by the Certificateholders.

            Section 4.3 ACTION BY CERTIFICATEHOLDERS WITH RESPECT TO BANKRUPTCY.
The Owner Trustee shall not have the power to, and shall not, institute
proceedings for the Trust to be adjudicated a bankrupt or insolvent, or consent
to the institution of bankruptcy or insolvency proceedings against the Trust, or
file a petition seeking or consenting to reorganization or relief


                                      -15-
<PAGE>


under any applicable federal or state law relating to the bankruptcy of the
Trust, or consent to the appointment of a receiver, liquidator, assignee,
trustee, sequestrator (or other similar official) of the Trust or a substantial
part of the property of the Trust or cause or permit the Trust to make any
assignment for the benefit of creditors, or admit in writing the inability of
the Trust to pay its debts generally as they become due, or declare or effect a
moratorium on the debt of the Trust or take any action in furtherance of any
such action relating to the Trust without the unanimous prior approval of all
Certificateholders and the delivery to the Owner Trustee by each such
Certificateholder of a certificate certifying that such Certificateholder
reasonably believes that the Trust is insolvent.

            Section 4.4 RESTRICTIONS ON CERTIFICATEHOLDERS' POWER. (a) The
Certificateholders shall not direct the Owner Trustee to take or refrain from
taking any action if such action or inaction would be contrary to any obligation
of the Trust or the Owner Trustee under this Agreement or any of the Basic
Documents or would be contrary to Section 2.3 nor shall the Owner Trustee be
obligated to follow any such direction, if given.

            (b)   No Certificateholder shall have any right by virtue or by
availing itself of any provisions of this Agreement to institute any suit,
action, or proceeding in equity or at law upon or under or with respect to this
Agreement or any Basic Document, unless the Certificateholders are the
Instructing Party pursuant to Section 6.3 of this Agreement and unless a
Certificateholder previously shall have given to the Owner Trustee a written
notice of default and of the continuance thereof, as provided in this Agreement,
and also unless Certificateholders evidencing not less than 25% of the
Certificate Balance shall have made written request upon the Owner Trustee to
institute such action, suit or proceeding in its own name as Owner Trustee under
this Agreement and shall have offered to the Owner Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Owner Trustee, for 30 days after its
receipt of such notice, request, and offer of indemnity, shall have neglected or
refused to institute any such action, suit, or proceeding, and during such 30-
day period no request or waiver inconsistent with such written request has been
given to the Owner Trustee pursuant to and in compliance with this Section or
Section 6.3 of this Agreement; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other
Certificateholder and the Owner Trustee, that no one or more Holders of
Certificates shall have any right in any manner whatever by virtue or by
availing itself or themselves of any provisions of this Agreement to affect,
disturb, or prejudice the rights of the Holders of any other of the
Certificates, or to obtain or seek to obtain priority over or preference to any
other such Holder, or to enforce any right under this Agreement, except in the
manner provided in this Agreement and for the equal, ratable, and common benefit
of all Certificateholders. For the protection and enforcement of the provisions
of this Section 4.4, each and every Certificateholder and the Owner Trustee
shall be entitled to such relief as can be given either at law or in equity.

            Section 4.5 MAJORITY CONTROL. No Certificateholder shall have any
right to vote or in any manner otherwise control the operation and management of
the Trust except as expressly provided in this Agreement. Except as expressly
provided


                                      -16-
<PAGE>


herein, any action that may be taken by the Certificateholders under this
Agreement may be taken by the Holders of each class of Trust Certificates
evidencing not less than a majority of the Certificate Balance or, in the case
of the Class R Certificates, a majority percentage interest. Except as expressly
provided herein, any written notice of the Certificateholders delivered pursuant
to this Agreement shall be effective if signed by Holders of each Class of
Certificates evidencing not less than a majority of the Certificate Balance or,
in the case of the Class R Certificates, a majority percentage interest at the
time of the delivery of such notice.

            Section 4.6 RIGHTS OF INSURER. Notwithstanding anything to the
contrary in the Basic Documents, for so long as any Notes are Outstanding under
the Indenture, without the prior written consent of the Insurer (so long as no
Insurer Default shall have occurred and be continuing), the Owner Trustee shall
not (i) remove the Servicer, (ii) initiate any claim, suit or proceeding by the
Trust or compromise any claim, suit or proceeding brought by or against the
Trust, other than with respect to the enforcement of any Receivable or any
rights of the Trust thereunder, (iii) authorize the merger or consolidation of
the Trust with or into any other business trust or other entity (other than in
accordance with Section 3.10 of the Indenture) or (iv) amend the Certificate of
Trust.

                                    ARTICLE V

                  APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

            Section 5.1 ESTABLISHMENT OF CERTIFICATE DISTRIBUTION ACCOUNT. (a)
The Owner Trustee, for the benefit of the Certificateholders, shall establish or
cause to be established and maintain in the name of the Trust an Eligible
Deposit Account (the "Certificate Distribution Account"), bearing a designation
clearly indicating that the funds deposited therein are held for the benefit of
the Certificateholders. The Certificate Distribution Account shall be initially
established with the Certificate Paying Agent.

            (b)   The Owner Trustee shall possess all right, title and interest
in all funds on deposit from time to time in the Certificate Distribution
Account and in all proceeds thereof. If, at any time, the Certificate
Distribution Account ceases to be an Eligible Deposit Account, the Owner Trustee
shall within five (5) Business Days (or such longer period, not to exceed thirty
(30) calendar days, as to which each Rating Agency may consent) establish or
cause to be established a new Certificate Distribution Account as an Eligible
Deposit Account and shall transfer any cash and/or any investments to such new
Certificate Distribution Account.

            (c)   All amounts held in the Certificate Distribution Account
shall, to the extent permitted by applicable laws, rules and regulations, be
invested, by the Certificate Paying Agent at the Servicer's written direction,
in Eligible Investments that mature not later than one (1) Business Day prior to
the Payment Date for the Monthly Period to which such amounts relate.
Investments in Eligible Investments shall be made in the name of the Trust, and
such investments shall not be sold or disposed of prior to their maturity.
Subject to the other provisions hereof, the Owner Trustee shall have sole
control over each such investment and the income thereon, and any certificate or
other instrument evidencing any such investment, if any, shall be delivered
directly to the Owner Trustee. All Investment Earnings on funds in the
Certificate Distribution Account shall be distributed on the next Payment Date
pursuant to Section 5.6 of the Sale and Servicing Agreement.


                                      -17-
<PAGE>


            Section 5.2 APPLICATION OF FUNDS IN CERTIFICATE DISTRIBUTION
ACCOUNT. (a) On each Payment Date, the Certificate Paying Agent will, based on
the information contained in the Servicer's Certificate delivered on the related
Determination Date pursuant to Section 4.9 of the Sale and Servicing Agreement,
distribute to Certificateholders, to the extent of the funds available, amounts
deposited in the Certificate Distribution Account pursuant to Sections
5.6(b)(vii) of the Sale and Servicing Agreement on such Payment Date in the
following order of priority:

               (i) first,  to the  Class A  Certificateholders,  on a pro  rata
      basis,   an   amount   equal   to  the   Certificateholders'   Principal
      Distributable Amount; and

               (ii) second, to the Class R Certificateholders, in accordance
      with the percentage interest held, an amount equal to the remaining
      amounts on deposit in the Certificate Distribution Account.

            (b)   On the Payment Date following the date on which amounts
received in respect of the Transferor's exercise of its option to purchase the
corpus of the Trust pursuant to Section 9.1(a) of the Sale and Servicing
Agreement are deposited in the Certificate Distribution Account, the Certificate
Paying Agent will distribute such amounts taking into account any concurrent
distribution made pursuant to Section 5.2(a):

               (i) first,  to the  Class A  Certificateholders,  on a pro  rata
      basis,   an   amount   equal   to  the   Certificateholders'   Principal
      Distributable Amount; and

               (ii) second, to the Class R Certificateholders, in accordance
      with the percentage interest held, remaining amounts on deposit in the
      Certificate Distribution Account.

            (c)   On the Payment Date following the date on which the Indenture
Trustee makes payments of money or property in respect of liquidation of the
Trust Property pursuant to Section 5.6 of the Indenture and deposits funds
received in connection with such liquidation in the Certificate Distribution
Account, the Certificate Paying Agent will distribute such funds taking into
account any concurrent distribution made pursuant to Section 5.2(a):

               (i)  first,  to the  Class A  Certificateholders,  on a pro  rata
      basis,   an   amount   equal   to  the   Certificateholders'   Principal
      Distributable Amount; and

               (ii) second, to the Class R Certificateholders, in accordance
      with the percentage interest held, remaining amounts on deposit in the
      Certificate Distribution Account.

            (d)   On each Payment Date, the Certificate Paying Agent shall send
to each Certificateholder the statement provided to the Owner Trustee by the
Servicer pursuant to Section 5.8 of the Sale and Servicing Agreement on such
Payment Date.

            (e)   In the event that any withholding tax is imposed on the
Trust's payment (or allocations of income) to a Certificateholder, such tax
shall reduce the amount otherwise distributable to the Certificateholder in
accordance with this Section. The Certificate Paying Agent is hereby authorized
and directed to retain from amounts otherwise distributable to the
Certificateholders sufficient funds for the payment of any tax that is legally
owed by the Trust


                                      -18-
<PAGE>


(but such authorization shall not prevent the Owner Trustee or Certificate
Paying Agent from contesting any such tax in appropriate proceedings, and
withholding payment of such tax, if permitted by law, pending the outcome of
such proceedings). The amount of any withholding tax imposed with respect to a
Certificateholder shall be treated as cash distributed to such Certificateholder
at the time it is withheld by the Trust and remitted to the appropriate taxing
authority. If there is a possibility that withholding tax is payable with
respect to a distribution (such as a distribution to a non-U.S.
Certificateholder), the Certificate Paying Agent may in it sole discretion
withhold such amounts in accordance with this clause (e). In the event that an
Holder wishes to apply for a refund of any such withholding tax, the Owner
Trustee or Certificate Paying Agent shall reasonably cooperate with such
Certificateholder in making such claim so long as such Certificateholder agrees
to reimburse the Owner Trustee or Certificate Paying Agent for any out-of-pocket
expenses incurred.

            Section 5.3 [RESERVED]

            Section 5.4 METHOD OF PAYMENT. Subject to Section 9.1(c),
distributions required to be made to Certificateholders on any Payment Date
shall be made to each Certificateholder of record on the preceding Record Date
either by wire transfer, in immediately available funds, to the account of such
Holder at a bank or other entity having appropriate facilities therefor, if (i)
such Certificateholder shall have provided to the Certificate Registrar
appropriate written instructions at least five Business Days prior to such
Payment Date and such Holder's Trust Certificates in the aggregate evidence a
denomination of not less than $1,000,000 or (ii) such Certificateholder is the
Depositor, or an Affiliate thereof or of the Servicer, or, if not, by check
mailed to such Certificateholder at the address of such holder appearing in the
Certificate Register. Notwithstanding the foregoing, the final distribution in
respect of any Trust Certificate (whether on the Final Scheduled Payment Date or
otherwise) will be payable only upon presentation and surrender of such Trust
Certificate at the office or agency maintained for that purpose by the Owner
Trustee pursuant to Section 3.8.

            Section 5.5 NO SEGREGATION OF MONIES; NO INTEREST. Subject to
Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be
segregated in any manner except to the extent required by law and may be
deposited under such general conditions as may be prescribed by law, and the
Owner Trustee shall not be liable for any interest thereon.

            Section 5.6 ACCOUNTING AND REPORTS TO THE NOTEHOLDERS,
CERTIFICATEHOLDERS, THE INTERNAL REVENUE SERVICE AND OTHERS. Subject to Article
X of the Sale and Servicing Agreement and to Section 2.11 herein, the Owner
Trustee shall (a) maintain (or cause to be maintained) the books of the Trust on
a calendar year basis on the accrual method of accounting, (b) deliver (or cause
to be delivered) to each Certificateholder, as may be required by the Code and
applicable Treasury Regulations, such information as may be required (including
Schedule K-1, if applicable) to enable the Certificateholders to prepare their
Federal and state income tax returns, (c) file or cause to be filed such tax
returns relating to the Trust (including a partnership information return, Form
1065, if applicable) and direct the Owner Trustee to make such elections as may
from time to time be required or appropriate under any applicable state or
Federal statute or rule or regulation thereunder so as to maintain the Trust's
characterization as a disregarded entity if the Certificates are treated as held
by a single person or as a partnership if the Certificates are treated as held
by more than one person for Federal income tax purposes and


                                      -19-
<PAGE>


(d) collect or cause to be collected any withholding tax as described in and in
accordance with Section 5.2(e) with respect to income or distributions to
Certificateholders. The Owner Trustee shall make all elections pursuant to this
Section as directed by the "tax matters partner". The Owner Trustee shall sign
any tax information returns filed pursuant to this Section 5.6 and any other
returns as may be required by law, and in doing so shall rely entirely upon, and
shall have no liability for information provided by, or calculations provided
by, the "tax matters partner". The Owner Trustee shall elect under Section 1278
of the Code to include in income currently any market discount that accrues with
respect to the Receivables. The Owner Trustee shall make the election provided
under Section 754 of the Code only upon written request of the Holder of the
Class R Certificate.

            Section 5.7 SIGNATURE ON RETURNS; TAX MATTERS PARTNER. (a)
Notwithstanding the provisions of Section 5.6, the Owner Trustee shall sign on
behalf of the Trust any tax returns of the Trust, unless applicable law requires
a Certificateholder to sign such documents, in which case such documents shall
be signed by the Holder of the Class R Certificate.

            (b)   If the Trust is characterized as a partnership for U.S.
Federal income tax purposes, the Holder of the Class R Certificate shall be the
"tax matters partner" of the Trust pursuant to the Code.

                                   ARTICLE VI

                      AUTHORITY AND DUTIES OF OWNER TRUSTEE

            Section 6.1 GENERAL AUTHORITY. The Owner Trustee is authorized and
directed to execute and deliver the Basic Documents to which the Trust is named
as a party and each certificate or other document attached as an exhibit to or
contemplated by the Basic Documents to which the Trust is named as a party and
any amendment thereto, in each case, in such form as the Depositor shall approve
as evidenced conclusively by the Owner Trustee's execution thereof, and on
behalf of the Trust, to direct the Indenture Trustee to authenticate and deliver
the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes in the aggregate
principal amounts, of $[____________], $[____________] and $[____________],
respectively. In addition to the foregoing, the Owner Trustee is authorized, but
shall not be obligated, to take all actions required of the Trust pursuant to
the Basic Documents. The Owner Trustee is further authorized from time to time
to take such action as the Instructing Party recommends with respect to the
Basic Documents so long as such activities are consistent with the terms of the
Basic Documents.

            Section 6.2 GENERAL DUTIES. It shall be the duty of the Owner
Trustee to discharge (or cause to be discharged) all of its responsibilities
pursuant to the terms of this Agreement and the Sale and Servicing Agreement and
to administer the Trust in the interest of the Holders, subject to the Basic
Documents and in accordance with the provisions of this Agreement.
Notwithstanding the foregoing, the Owner Trustee shall be deemed to have
discharged its duties and responsibilities hereunder and under the Basic
Documents to the extent the Servicer has agreed in the Sale and Servicing
Agreement to perform any act or to discharge any duty of the Owner Trustee
hereunder or under any Basic Document, and the Owner Trustee shall not be liable
for the default or failure of the Servicer to carry out its obligations under
the Sale and Servicing Agreement.


                                      -20-
<PAGE>


            Section 6.3 ACTION UPON INSTRUCTION. (a) Subject to Article IV, the
Holders of a majority of the Outstanding Amount of the Class A Certificates and
a majority percentage interest of the Class R Certificates shall have the
exclusive right to direct the actions of the Owner Trustee in the management of
the Trust, so long as such instructions are not inconsistent with the express
terms set forth herein or in any Basic Document. Such majority of
Certificateholders shall not instruct the Owner Trustee in a manner inconsistent
with this Agreement or the Basic Documents.

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

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

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

            Section 6.4 NO DUTIES EXCEPT AS SPECIFIED IN THIS AGREEMENT OR IN
INSTRUCTIONS. The Owner Trustee shall not have any duty or obligation to manage,
make any payment with respect to, register, record, sell, dispose of, or
otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from
taking any action under, or in connection with, any document


                                      -21-
<PAGE>


contemplated hereby to which the Owner Trustee is a party, except as expressly
provided by the terms of this Agreement or in any document or written
instruction received by the Owner Trustee pursuant to Section 6.3; and no
implied duties or obligations shall be read into this Agreement or any Basic
Document against the Owner Trustee. The Owner Trustee shall have no
responsibility for filing any financing or continuation statement in any public
office at any time or to otherwise perfect or maintain the perfection of any
security interest or lien granted to it hereunder or to prepare or file any
Commission filing for the Trust or to record this Agreement or any Basic
Document. The Owner Trustee nevertheless agrees that it will, at its own cost
and expense, promptly take all action as may be necessary to discharge any Liens
on any part of the Owner Trust Estate that result from actions by, or claims
against, the Owner Trustee (solely in its individual capacity) and that are not
related to the ownership or the administration of the Owner Trust Estate.

            Section 6.5 NO ACTION EXCEPT UNDER SPECIFIED DOCUMENTS OR
INSTRUCTIONS. The Owner Trustee shall not manage, control, use, sell, dispose of
or otherwise deal with any part of the Owner Trust Estate except (i) in
accordance with the powers granted to and the authority conferred upon the Owner
Trustee pursuant to this Agreement, (ii) in accordance with the Basic Documents
and (iii) in accordance with any document or instruction delivered to the Owner
Trustee pursuant to Section 6.3.

            Section 6.6 RESTRICTIONS. The Owner Trustee shall not take any
action that is inconsistent with the purposes of the Trust set forth in Section
2.3 or (b) that, to the actual knowledge of the Owner Trustee would result in
the Trust becoming taxable as a corporation for Federal income tax purposes. The
Certificateholders shall not direct the Owner Trustee to take action that would
violate the provisions of this Section.

                                   ARTICLE VII

                          CONCERNING THE OWNER TRUSTEE

            Section 7.1 ACCEPTANCE OF TRUSTS AND DUTIES. The Owner Trustee
accepts the trusts hereby created and agrees to perform its duties hereunder
with respect to such trusts but only upon the terms of this Agreement. The Owner
Trustee, in its individual capacity, and the Certificate Paying Agent also agree
to disburse all moneys actually received by them constituting part of the Owner
Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner
Trustee in its individual capacity shall not be answerable or accountable
hereunder or under any Basic Document under any circumstances, except (i) for
its own willful misconduct, bad faith or gross negligence, (ii) in the case of
the inaccuracy of any representation or warranty contained in Section 7.3
expressly made by the Owner Trustee, in its individual capacity, (iii) for
liabilities arising from the failure of the Owner Trustee to perform obligations
expressly undertaken by it in the last sentence of Section 6.4 hereof, (iv) for
any investments issued by the Owner Trustee or any branch or affiliate thereof
in its commercial capacity or (v) for taxes, fees or other charges on, based on
or measured by, any fees, commissions or compensation received by the Owner
Trustee, in its individual capacity. In particular, but not by way of limitation
(and subject to the exceptions set forth in the preceding sentence):



                                      -22-
<PAGE>


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

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

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

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

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

            (f)   the Owner Trustee shall not be liable for the default or
misconduct of the Insurer, Indenture Trustee or the Servicer under any of the
Basic Documents or otherwise and the Owner Trustee shall have no obligation or
liability to perform the obligations of the Trust under this Agreement or the
Basic Documents that are required to be performed by the Indenture Trustee under
the Indenture or the Servicer under the Sale and Servicing Agreement; and

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

            Section 7.2 FURNISHING OF DOCUMENTS. The Owner Trustee shall furnish
to the Certificateholders promptly upon receipt of a written request therefor,
duplicates or copies of all reports, notices, requests, demands, certificates,
financial statements and any other instruments furnished to the Owner Trustee
under the Basic Documents.


                                      -23-
<PAGE>


            Section 7.3 REPRESENTATIONS AND WARRANTIES. The Owner Trustee in its
individual capacity hereby represents and warrants to the Depositor and to the
Holders and the Insurer (which shall have relied on such representations and
warranties in issuing the Policy), that:

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

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

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

            (d)   The execution, delivery and performance by the Owner Trustee
of this Agreement does not require the authorization, consent, or approval of,
the giving of notice to, the filing or registration with, or the taking of any
other action in respect of, any governmental authority or agency of the State of
[____________] or the United States of America regulating the banking or trust
powers of the Owner Trustee.

            (e)   This Agreement has been duly authorized, executed and
delivered by the Owner Trustee and shall constitute the legal, valid, and
binding agreement of the Owner Trustee, enforceable in accordance with its
terms, except as such enforcement may be limited by bankruptcy, insolvency,
reorganization and other laws affecting the rights of creditors generally, and
by general principles of equity regardless of whether enforcement is pursuant to
a proceeding in equity or at law.

            Section 7.4 RELIANCE; ADVICE OF COUNSEL. (a) The Owner Trustee shall
incur no liability to anyone in acting upon any signature, instrument, notice,
resolution, request, consent, order, certificate, report, opinion, bond or other
document or paper believed by it to be genuine and believed by it to be signed
by the proper party or parties. The Owner Trustee may accept a certified copy of
a resolution of the board of directors or other governing body of any corporate
party as conclusive evidence that such resolution has been duly adopted by such
body and that the same is in full force and effect. As to any fact or matter the
method of the determination of which is not specifically prescribed herein, the
Owner Trustee may for all purposes hereof rely on a certificate, signed by the
president or any vice president or by the treasurer, secretary or other
authorized officers of the relevant party, as to such fact or matter, and such
certificate shall constitute full protection to the Owner Trustee for any action
taken or omitted to be taken by it in good faith in reliance thereon.


                                      -24-
<PAGE>


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

            Section 7.5 NOT ACTING IN INDIVIDUAL CAPACITY. Except as provided
herein or in any other Basic Document, in accepting the trusts hereby created
Wilmington Trust Company acts solely as Owner Trustee hereunder and not in its
individual capacity and all Persons having any claim against the Owner Trustee
by reason of the transactions contemplated by this Agreement or any Basic
Document shall look only to the Owner Trust Estate for payment or satisfaction
thereof.

            Section 7.6 OWNER TRUSTEE NOT LIABLE FOR TRUST CERTIFICATES OR
RECEIVABLES. The recitals contained herein and in the Trust Certificates (other
than the signature and countersignature of the Owner Trustee on the Trust
Certificates) shall be taken as the statements of the Depositor and the Owner
Trustee assumes no responsibility for the correctness thereof. The Owner Trustee
makes no representations as to the validity or sufficiency of this Agreement, of
any Basic Document or of the Trust Certificates (other than the signature and
countersignature of the Owner Trustee on the Trust Certificates) or the Notes,
or of any Receivable or related documents. The Owner Trustee shall at no time
have any responsibility or liability for or with respect to the legality,
validity and enforceability of any Receivable, or the perfection and priority of
any security interest created by any Receivable in any Financed Vehicle or the
maintenance of any such perfection and priority, or for or with respect to the
sufficiency of the Owner Trust Estate or its ability to generate the payments to
be distributed to Certificateholders under this Agreement or the Noteholders
under the Indenture, including, without limitation: the existence, condition and
ownership of any Financed Vehicle; the existence and enforceability of any
insurance thereon; the existence and contents of any Receivable on any computer
or other record thereof; the validity of the assignment of any Receivable to the
Trust or of any intervening assignment; the completeness of any Receivable; the
performance or enforcement of any Receivable; the compliance by the Depositor or
the Servicer with any warranty or representation made under any Basic Document
or in any related document or the accuracy of any such warranty or
representation or any action of the Trustee or the Servicer or any subservicer
taken in the name of the Owner Trustee.

            Section 7.7 OWNER TRUSTEE MAY OWN TRUST CERTIFICATES AND NOTES. The
Owner Trustee in its individual or any other capacity may become the owner or
pledgee of Trust Certificates or Notes and may deal with the Depositor, the
Trustee and the Servicer in banking transactions with the same rights as it
would have if it were not Owner Trustee.

            Section 7.8 PAYMENTS FROM OWNER TRUST ESTATE. All payments to be
made by the Owner Trustee under this Agreement or any of the Basic Documents to
which the Trust or


                                      -25-
<PAGE>


the Owner Trustee is a party shall be made only from the income and proceeds of
the Owner Trust Estate and only to the extent that the Owner Trust shall have
received income or proceeds from the Owner Trust Estate to make such payments in
accordance with the terms hereof. Wilmington Trust Company, or any successor
thereto, in its individual capacity, shall not be liable for any amounts payable
under this Agreement or any of the Basic Documents to which the Trust or the
Owner Trustee is a party.

            Section 7.9 DOING BUSINESS IN OTHER JURISDICTIONS. Notwithstanding
anything contained to the contrary, neither [Name of Owner Trustee] or any
successor thereto, nor the Owner Trustee shall be required to take any action in
any jurisdiction other than in the State of [____________] if the taking of such
action will, even after the appointment of a co-trustee or separate trustee in
accordance with Section 10.5 hereof, (i) require the consent or approval or
authorization or order of or the giving of notice to, or the registration with
or the taking of any other action in respect of, any state or other governmental
authority or agency of any jurisdiction other than the State of [____________];
(ii) result in any fee, tax or other governmental charge under the laws of the
State of [____________] becoming payable by [Name of Owner Trustee] (or any
successor thereto); or (iii) subject [Name of Owner Trustee] (or any successor
thereto) to personal jurisdiction in any jurisdiction other than the State of
[____________] for causes of action arising from acts unrelated to the
consummation of the transactions by [Name of Owner Trustee] (or any successor
thereto) or the Owner Trustee, as the case may be, contemplated hereby.

                                  ARTICLE VIII

                          COMPENSATION OF OWNER TRUSTEE

            Section 8.1 OWNER TRUSTEE'S FEES AND EXPENSES. The Owner Trustee
shall receive as compensation for its services hereunder such fees as have been
separately agreed upon before the date hereof, payable in accordance with the
provisions of the Sale and Servicing Agreement, and the Owner Trustee shall be
entitled to be reimbursed in accordance with the terms of the Sale and Servicing
Agreement for its other reasonable expenses hereunder, including the reasonable
compensation, expenses and disbursements of such agents, representatives,
experts and counsel as the Owner Trustee may employ in connection with the
exercise and performance of its rights and its duties.

            Section 8.2 INDEMNIFICATION. The Owner Trustee and its successors,
assigns, agents and servants (collectively, the "INDEMNIFIED PARTIES") shall be
indemnified from and against, any and all liabilities, obligations, losses,
damages, taxes, claims, actions and suits, and any and all reasonable costs,
expenses and disbursements (including reasonable legal fees and expenses) of any
kind and nature whatsoever (collectively, "EXPENSES") which may at any time be
imposed on, incurred by, or asserted against the Owner Trustee or any
Indemnified Party in any way relating to or arising out of this Agreement, the
Basic Documents, the Owner Trust Estate, the administration of the Owner Trust
Estate or the action or inaction of the Owner Trustee hereunder, except only
that the Owner Trustee shall not be indemnified from and against Expenses
arising or resulting from any of the matters described in the third sentence of
Section 7.1. The indemnities contained in this Section shall survive the
resignation or termination of the Owner Trustee or the termination of this
Agreement. All amounts payable to the Owner Trustee


                                      -26-
<PAGE>


under this Section 8.2 shall be paid in accordance with the terms of the Sale
and Servicing Agreement.

            Section 8.3 PAYMENTS OF OWNER TRUSTEE. Any amounts paid to the Owner
Trustee pursuant to this Article VIII shall be deemed not to be a part of the
Owner Trust Estate immediately after such payment.

            Section 8.4 NON-RECOURSE OBLIGATIONS. Notwithstanding anything in
this Agreement or any Basic Document, the Owner Trustee agrees in its individual
capacity and in its capacity as Owner Trustee for the Trust that all obligations
of the Trust to the Owner Trustee individually or as Owner Trustee for the Trust
shall be recourse to the Owner Trust Estate only and specifically shall not be
recourse to the assets of any Holder.

                                   ARTICLE IX

                         TERMINATION OF TRUST AGREEMENT

            Section 9.1 TERMINATION OF TRUST AGREEMENT. (a) This Agreement and
the Trust shall terminate and be of no further force or effect upon the latest
of (i) the maturity or other liquidation of the last Receivable (including the
purchase by the Servicer at its option of the corpus of the Trust as described
in Section 9.1 of the Sale and Servicing Agreement) and the subsequent
distribution of amounts in respect of such Receivables as provided in the Basic
Documents and (ii) six (6) months after distributions of all moneys and other
property or proceeds of Owner Trust Estate in accordance with the Indenture,
Sale and Servicing Agreement and Article V of this Agreement, including the
payment to Certificateholders of all amounts required to be paid to them
pursuant to this Agreement; provided, however, that the rights to
indemnification under Section 8.2 shall survive the termination of the Trust.
The Servicer shall promptly notify the Owner Trustee of any prospective
termination pursuant to this Section 9.1. The bankruptcy, liquidation,
dissolution, death or incapacity of any Certificateholder, shall not (x) operate
to terminate this Agreement or the Trust, nor (y) entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of all
or any part of the Trust or Owner Trust Estate nor (z) otherwise affect the
rights, obligations and liabilities of the parties hereto.

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

            (c)   Notice of any termination of the Trust, specifying the Payment
Date upon which the Certificateholders shall surrender their Trust Certificates
to the Certificate Paying Agent for payment of the final distribution and
cancellation, shall be given by the Owner Trustee by letter to
Certificateholders mailed within five (5) Business Days of receipt of notice of
such termination from the Servicer given pursuant to Section 9.1(c) of the Sale
and Servicing Agreement, stating (i) the Payment Date upon or with respect to
which final payment of the Trust Certificates shall be made upon presentation
and surrender of the Trust Certificates at the office of the Certificate Paying
Agent 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 the
Trust Certificates


                                      -27-
<PAGE>


at the office of the Certificate Paying Agent therein specified. The Owner
Trustee shall give such notice to the Certificate Registrar (if other than the
Owner Trustee) and the Certificate Paying Agent at the time such notice is given
to Certificateholders. Upon presentation and surrender of the Trust
Certificates, the Certificate Paying Agent shall cause to be distributed to
Certificateholders amounts distributable on such Payment Date pursuant to
Section 5.2.

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

            (d)   Any funds remaining in the Trust after funds for final
distribution have been distributed or set aside for distribution shall be
distributed by the Owner Trustee to the Class R Certificateholder.

            (e)   Upon the winding up of the Trust and its termination, the
Owner Trustee shall upon the written direction of the Depositor cause the
Certificate of Trust to be canceled by filing a certificate of cancellation with
the Secretary of State in accordance with the provisions of Section 3810 of the
Business Trust Statute.

                                    ARTICLE X

            SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

            Section 10.1 ELIGIBILITY REQUIREMENTS FOR OWNER TRUSTEE. The Owner
Trustee shall at all times be a corporation (i) satisfying the provisions of
Section 3807(a) of the Business Trust Statute; (ii) authorized to exercise
corporate trust powers; and (iii) having a combined capital and surplus of at
least $50,000,000 and subject to supervision or examination by Federal or State
authorities and (iv) acceptable to the Insurer in its sole discretion, so long
as an Insurer Default shall not have occurred and be continuing. If such
corporation shall publish reports of condition at least annually, pursuant to
law or to the requirements of the aforesaid supervising or examining authority,
then for the purpose of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. In case at any time the
Owner Trustee shall cease to be eligible in accordance with the provisions of
this Section, the Owner Trustee shall resign immediately in the manner and with
the effect specified in Section 10.2.

            Section 10.2 RESIGNATION OR REMOVAL OF OWNER TRUSTEE. The Owner
Trustee may at any time resign and be discharged from the trusts hereby created
by giving written notice thereof to the Insurer, the Certificateholders, the
Depositor and the Servicer. Upon receiving such notice of resignation, the
Depositor or a Certificate Majority shall, with the prior written


                                      -28-
<PAGE>


consent of the Insurer, promptly appoint a successor Owner Trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
resigning Owner Trustee and one copy to the successor Owner Trustee, provided
that the Depositor shall have received written confirmation from each of the
Rating Agencies that the proposed appointment will not result in an increased
capital charge to the Insurer by either of the Rating Agencies. If no successor
Owner Trustee shall have been so appointed and have accepted appointment within
30 days after the giving of such notice of resignation, the resigning Owner
Trustee or the Insurer may petition any court of competent jurisdiction for the
appointment of a successor the Owner Trustee.

            If at any time the Owner Trustee shall cease to be eligible in
accordance with the provisions of Section 10.1 and shall fail to resign after
written request therefor by the Depositor or a Certificate Majority, or if at
any time the Owner Trustee shall be legally unable to act, or shall be adjudged
bankrupt or insolvent, or a receiver of the Owner Trustee or of its property
shall be appointed, or any public officer shall take charge or control of the
Owner Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Depositor or a Certificate Majority may
remove the Owner Trustee. If the Depositor or a Certificate Majority shall
remove the Owner Trustee under the authority of the immediately preceding
sentence, the Depositor or a Certificate Majority, as applicable, with the prior
written consent of the Insurer, so long as no Insurer Default has occurred and
is continuing, shall promptly appoint a successor Owner Trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
outgoing Owner Trustee so removed and one copy to the Depositor, if the
Certificate Majority is acting, and one copy to the successor Owner Trustee and
payment of all fees owed to the outgoing Owner Trustee.

            Any resignation or removal of the Owner Trustee and appointment of a
successor Owner Trustee pursuant to any of the provisions of this Section shall
not become effective until acceptance of appointment by the successor Owner
Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to
the outgoing Owner Trustee. The Depositor shall provide notice of such
resignation or removal of the Owner Trustee and to each of the Rating Agencies.

            Section 10.3 SUCCESSOR OWNER TRUSTEE. Any successor Owner Trustee
appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the
Depositor, the Servicer, the Insurer and to its predecessor Owner Trustee an
instrument accepting such appointment under this Agreement, and thereupon the
resignation or removal of the predecessor Owner Trustee shall become effective
and such successor Owner Trustee, without any further act, deed or conveyance,
shall become fully vested with all the rights, powers, duties and obligations of
its predecessor under this Agreement, with like effect as if originally named as
Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and
expenses deliver to the successor Owner Trustee all documents and statements and
monies held by it under this Agreement; and the Depositor and the predecessor
Owner Trustee shall execute and deliver such instruments and do such other
things as may reasonably be required for fully and certainly vesting and
confirming in the successor Owner Trustee all such rights, powers, duties and
obligations.


                                      -29-
<PAGE>


            No successor Owner Trustee shall accept appointment as provided in
this Section unless at the time of such acceptance such successor Owner Trustee
shall be eligible pursuant to Section 10.1.

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

            Section 10.4 MERGER OR CONSOLIDATION OF OWNER TRUSTEE. Any Person
into which the Owner 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 Owner Trustee shall be a party, or any Person
succeeding to all or substantially all of the corporate trust business of the
Owner Trustee, shall be the successor of the Owner Trustee hereunder, provided
such Person shall be eligible pursuant to Section 10.1, without the execution or
filing of any instrument or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding, provided further that
the Owner Trustee shall mail notice of any such merger or consolidation to the
Rating Agencies.

            Section 10.5 APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Owner Trust Estate or any Financed Vehicle may at the time be located,
the Servicer and the Owner Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Owner Trustee, and if Notes are Outstanding, the Insurer to act as co-
trustee, jointly with the Owner Trustee, or separate trustee or separate
trustees, of all or any part of the Owner Trust Estate, and to vest in such
Person, in such capacity, such title to the Trust, or any part thereof, and,
subject to the other provisions of this Section, such powers, duties,
obligations, rights and trusts as the Servicer and the Owner Trustee may
consider necessary or desirable. If the Servicer shall not have joined in such
appointment within 15 days after the receipt by it of a request so to do, the
Owner Trustee subject, unless an Insurer Default shall have occurred and be
continuing or no Notes remain Outstanding, to the approval of the Insurer (which
approval shall not be unreasonably withheld) shall have the power to make such
appointment. No co-trustee or separate trustee under this Agreement shall be
required to meet the terms of eligibility as a successor trustee pursuant to
Section 10.1 and no notice of the appointment of any co-trustee or separate
trustee shall be required pursuant to Section 10.3.

            Each 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 Owner Trustee shall be conferred upon and exercised or
      performed by the Owner Trustee and such separate trustee or co-trustee
      jointly (it being understood that such separate trustee or co-trustee is
      not authorized to act separately without the Owner Trustee joining in such
      act), except to the extent that under any law of any jurisdiction in which
      any



                                      -30-
<PAGE>


      particular act or acts are to be performed, the Owner Trustee shall be
      incompetent or unqualified to perform such act or acts, in which event
      such rights, powers, duties and obligations (including the holding of
      title to the Trust or any portion thereof in any such jurisdiction) shall
      be exercised and performed singly by such separate trustee or co-trustee,
      but solely at the direction of the Owner Trustee;

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

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

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

            Any separate trustee or co-trustee may at any time appoint the Owner
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
Owner Trustee, to the extent permitted by law, without the appointment of a new
or successor trustee.

                                   ARTICLE XI

                                  MISCELLANEOUS

            Section 11.1 SUPPLEMENTS AND AMENDMENTS. (a) This Agreement may be
amended by the Depositor and the Owner Trustee, with the prior written consent
of the Insurer (so long as any Notes are Outstanding and an Insurer Default
shall not have occurred and be continuing) and with prior written notice to the
Rating Agencies, without the consent of any of the Noteholders or the
Certificateholders, (i) to cure any ambiguity or defect or (ii) to correct,
supplement or modify any provisions in this Agreement; provided, however, that
such action shall not, as evidenced by an Opinion of Counsel, adversely affect
in any material respect the interests of any Noteholder or Certificateholder.

            (b)   This Agreement may also be amended by the Depositor and the
Owner Trustee from time to time, (i) with the prior written consent of the
Insurer (so long as any Notes are Outstanding and an Insurer Default shall not
have occurred and be continuing) but without the consent of any Noteholders or
Certificateholders or, (ii) if an Insurer Default shall have


                                      -31-
<PAGE>


occurred and be continuing, with (x) the consent of a Note Majority, if Notes
are Outstanding and to the extent such amendment materially and adversely
affects the interests of the Noteholders, and (y) the consent of the Holders of
Certificates evidencing not less than a majority of the Certificate Balance
(which consent of any Holder of a Certificate or Note given pursuant to this
Section or pursuant to any other provision of this Agreement shall be conclusive
and binding on such Holder and on all future Holders of such Certificate or Note
and of any Certificate or Note issued upon the transfer thereof or in exchange
thereof or in lieu thereof whether or not notation of such consent is made upon
the Certificate or Note) with prior written notice to the Rating Agencies, for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Agreement or of modifying in any manner the rights
of the Noteholders or the Certificateholders; provided, however, that, subject
to the express rights of the Insurer under the Basic Documents, no such
amendment shall (a) increase or reduce in any manner the amount of, or
accelerate or delay the timing of, collections of payments on Receivables or
distributions that shall be required to be made for the benefit of the
Noteholders or the Certificateholders or (b) reduce the aforesaid percentage of
the Outstanding Amount of the Notes and the Certificate Balance required to
consent to any such amendment, without the consent of the Holders of all the
outstanding Notes and Holders of all outstanding Certificates; provided,
further, that no such amendment shall affect the rights or obligations of the
Certificate Registrar or Certificate Paying Agent without its consent.

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

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

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

            Prior to the execution of any amendment to this Agreement or the
Certificate of Trust, the Owner Trustee shall be entitled to receive and rely
upon an Opinion of Counsel stating that the execution of such amendment is
authorized or permitted by this Agreement and that all conditions precedent to
the execution and delivery of such amendment have been satisfied. The Owner
Trustee may, but shall not be obligated to, enter into any such amendment which
affects the Owner Trustee's own rights, duties or immunities under this
Agreement or otherwise.

            Section 11.2 NO LEGAL TITLE TO OWNER TRUST ESTATE IN
CERTIFICATEHOLDERS. The Certificateholders shall not have legal title to any
part of the Owner Trust Estate. The Certificateholders shall be entitled to
receive distributions with respect to their undivided ownership interest therein
only in accordance with Articles V and IX. No transfer, by operation of law or
otherwise, of any right, title or interest of the Certificateholders to and in
their


                                      -32-
<PAGE>


ownership interest in the Owner Trust Estate shall operate to terminate this
Agreement or the trusts hereunder or entitle any transferee to an accounting or
to the transfer to it of legal title to any part of the Owner Trust Estate.

            Section 11.3 LIMITATIONS ON RIGHTS OF OTHERS. Except for Section
2.7, the provisions of this Agreement are solely for the benefit of the Owner
Trustee, the Depositor, the Certificateholders, the Servicer and, to the extent
expressly provided herein, the Indenture Trustee, the Insurer and the
Noteholders, and nothing in this Agreement, whether express or implied, shall be
construed to give to any other Person any legal or equitable right, remedy or
claim in the Owner Trust Estate or under or in respect of this Agreement or any
covenants, conditions or provisions contained herein.

            Section 11.4      NOTICES.    (a)   Unless   otherwise   expressly
specified or permitted by the terms hereof, all notices shall be in writing and
shall be deemed given upon receipt personally delivered, delivered by overnight
courier or mailed first class mail or certified mail, in each case return
receipt requested, and shall be deemed to have been duly given upon receipt, if
to the Owner Trustee, addressed to [Name of Owner Trustee], at its Corporate
Trust Office, Attention: [____________________]; if to the Insurer, addressed to
Insurer, [____________________], [____________________], Attention:
[____________________], Telex No.: [_____________], Confirmation:
[____________], Telecopy Nos.: [____________], [____________] (in each case in
which notice or other communication to [____________________] refers to an Event
of Default, a claim on the Policies or with respect to which failure on the part
of [____________________] to respond shall be deemed to constitute consent or
acceptance, then a copy of such notice or other communication should also be
sent to the attention of the General Counsel and the [____________________]
"URGENT MATERIAL ENCLOSED"); or, as to each party, at such other address as
shall be designated by such party in a written notice to each other party.

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

            Section 11.5      [Reserved]

            Section 11.6  SEVERABILITY. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

            Section 11.7 SEPARATE COUNTERPARTS. This Agreement may be executed
by the parties hereto in separate counterparts, each of which when so executed
and delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.

                                      -33-
<PAGE>


            Section 11.8 THIRD-PARTY BENEFICIARIES. This Agreement shall inure
to the benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns. Except as otherwise provided in this
Agreement, no other Person shall have any right or obligation hereunder. Upon
issuance of the Policy, this Agreement shall also inure to the benefit of the
Insurer for so long as an Insurer Default shall not have occurred and be
continuing. Without limiting the generality of the foregoing, all covenants and
agreements in this Agreement which confer rights upon the Insurer shall be for
the benefit of and run directly to the Insurer and the Insurer shall be entitled
to rely on and enforce such covenants, subject, however, to the limitations on
such rights provided in this Agreement and the Basic Documents. The Insurer may
disclaim any of its rights and powers under this Agreement (but not its duties
and obligations under the Policy) upon delivery of a written notice to the Owner
Trustee.

            Section 11.9  [RESERVED]

            Section 11.10 NO PETITION. The Owner Trustee (not in its individual
capacity but solely as Owner Trustee), by entering into this Agreement, each
Certificateholder, by accepting a Trust Certificate, and the Indenture Trustee
and each Noteholder by accepting the benefits of this Agreement, hereby
covenants and agrees that they will not at any time institute against the
Depositor, or join in any institution against the Depositor of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States Federal or state bankruptcy or similar law
in connection with any obligations relating to the Trust Certificates, the
Notes, this Agreement or any of the Basic Documents.

            Section 11.11 NO RECOURSE. Each Certificateholder by accepting a
Trust Certificate acknowledges that such Certificateholder's Trust Certificates
represent beneficial interests in the Trust only and do not represent interests
in or obligations of the Seller, the Servicer, the Transferor, the Depositor,
the Owner Trustee, the Indenture Trustee, the Insurer or any Affiliate thereof
and no recourse may be had against such parties or their assets, except as may
be expressly set forth or contemplated in this Agreement, the Trust Certificates
or the Basic Documents.

            Section 11.12 HEADINGS. The headings of the various Articles and
Sections herein are for convenience of reference only and shall not define or
limit any of the terms or provisions hereof.

            Section 11.13 GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

            Section 11.14 AGREEMENT CREATES NO PARTNERSHIP EXCEPT FOR TAX
PURPOSES. Except as provided in Section 2.11, by acceptance of their
Certificates, each Holder and transferee of a Certificate acknowledges that it
understands and intends that if the Certificates are treated as held by two or
more persons, the arrangement created hereby is a partnership for income tax
purposes and that it intends and expects to be treated as a partner for such
purposes. The provisions of the agreement shall be interpreted and applied in a
manner consistent with


                                      -34-
<PAGE>


such intent. Each Holder acknowledges and agrees that if the Certificates are
treated as held by two or more persons, any tax partnership created hereby is
created solely for income tax purposes and that this Agreement does not create a
partnership for any other purpose.

            Section 11.15 SERVICER. The Servicer is authorized to prepare, or
cause to be prepared, execute and deliver on behalf of the Trust all such
documents, reports, filings, instruments, certificates and opinions as it shall
be the duty of the Trust or Owner Trustee to prepare, file or deliver pursuant
to the Basic Documents. Upon written request, the Owner Trustee shall execute
and deliver to the Servicer a limited power of attorney appointing the Servicer
the Trust's agent and attorney-in-fact to prepare, or cause to be prepared,
execute and deliver all such documents, reports, filings, instruments,
certificates and opinions.


                                      -35-
<PAGE>


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

                                       [NAME OF OWNER TRUSTEE],
                                       Owner Trustee

                                       By:____________________________________
                                          Name:
                                          Title:


                                       PAINEWEBBER ASSET
                                       ACCEPTANCE CORPORATION,
                                       as Depositor

                                       By:____________________________________
                                          Name:
                                          Title:


                                       [___________________________________],
                                       with respect to Section 11.4, as
                                       Servicer


                                       By:____________________________________
                                          Name:
                                          Title:

Acknowledged and Agreed
Indenture Trustee
[NAME OF INDENTURE TRUSTEE]
As Certificate Paying Agent and Certificate Registrar

By:_________________________________
   Name:
   Title:



<PAGE>



                                                                       EXHIBIT A

$_______                                                              NUMBER A-

                       SEE REVERSE FOR CERTAIN DEFINITIONS

THIS CERTIFICATE IS TRANSFERABLE ONLY UPON COMPLIANCE WITH CERTAIN PROVISIONS OF
A TRUST AGREEMENT BETWEEN [__________________________] AND [NAME OF OWNER
TRUSTEE] (THE "TRUST AGREEMENT"). THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR ANY SECURITIES LAWS, AND ISSUER HAS NOT BEEN REGISTERED UNDER THE UNITED
STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED, AND PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TRUST INDENTURE AND APPLICABLE
SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND TO "QUALIFIED
INSTITUTIONAL BUYERS" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), AND
SOLELY WITH RESPECT TO THE INITIAL OFFERING OF THE CERTIFICATES, TO
INSTITUTIONAL "ACCREDITED INVESTORS" (AS DEFINED IN RULE 501(A) (1), (2), (3) OR
(7) UNDER THE SECURITIES ACT) UPON DELIVERY OF A REPRESENTATION LETTER TO THE
TRUSTEE.

NO EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA") AND NO OTHER PLAN SUBJECT TO SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR ANY
ENTITY THE ASSETS OF WHICH CONSTITUTE OR ARE DEEMED FOR PURPOSES OF ERISA OR
SECTION 4975 OF THE CODE TO CONSTITUTE THE ASSETS OF ANY SUCH PLAN, MAY PURCHASE
THIS CERTIFICATE OR ANY INTEREST HEREIN, UNLESS SUCH PURCHASE AND THE HOLDING OF
THIS CERTIFICATE OR SUCH INTEREST BY SUCH PLAN (OR ANY ENTITY THE ASSETS OF
WHICH CONSTITUTE "PLAN ASSETS" OF ANY SUCH PLAN) IS SUBJECT TO A STATUTORY OR
ADMINISTRATIVE EXEMPTION. ANY HOLDER HEREOF OR ANY INTEREST HEREIN THAT IS, OR
IS ACTING ON BEHALF OF OR WITH "PLAN ASSETS" OF, AN EMPLOYEE BENEFIT PLAN
SUBJECT TO ERISA OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE, AND WITH RESPECT
TO WHICH THE TRUSTEE OR THE OWNER TRUSTEE IS A "PARTY IN INTEREST" OR A
"DISQUALIFIED PERSON", BY PURCHASING THIS CERTIFICATE OR SUCH INTEREST
REPRESENTS THAT ITS PURCHASE OF THIS CERTIFICATE OR SUCH INTEREST IS SUBJECT TO
A STATUTORY OR ADMINISTRATIVE EXEMPTION FROM THE PROHIBITED TRANSACTION RULES OF
ERISA AND SECTION 4975 OF THE CODE.

EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF THE ISSUER THAT SUCH
PURCHASER HAS NOT ACQUIRED NOR WILL IT SELL, TRADE, TRANSFER, ASSIGN,
PARTICIPATE, PLEDGE, HYPOTHECATE, CAUSE TO BE MARKETED, OR OTHERWISE DISPOSE OF
THIS CERTIFICATE (OR ANY INTEREST HEREIN) ON OR THROUGH (I) AN "ESTABLISHED
SECURITIES MARKET" WITHIN


                                      A-1
<PAGE>


THE MEANING OF SECTION 7704(B)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED, INCLUDING, WITHOUT LIMITATION, AN OVER-THE-COUNTER-MARKET OR AN
"INTERDEALER QUOTATION SYSTEM" THAT REGULARLY DISSEMINATES FIRM BUY OR SELL
QUOTATIONS, OR (II) A "SECONDARY MARKET (OR THE SUBSTANTIAL EQUIVALENT THEREOF)"
WITHIN THE MEANING OF CODE SECTION 7704(B)(2). THE PRINCIPAL OF THIS CERTIFICATE
IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
PRINCIPAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ON THE FACE HEREOF.



                                      A-2
<PAGE>



         [___________________________________] OWNER TRUST 200[_]-[_]
                        CLASS A ASSET BACKED CERTIFICATE

evidencing a beneficial ownership interest in certain distributions of the
Trust, as defined below, the property of which includes a pool of motor vehicle
loans secured by new or used automobiles, vans or light duty trucks and
transferred to the Trust by [____________________].

            (This Trust Certificate does not represent an interest in or
obligation of [____________________], [Name of Owner Trustee], the Owner Trustee
or any of their Affiliates, except to the extent described below.)

            THIS  CERTIFIES  THAT  [____________________]  is  the  registered
owner     of      [___________________________________]      ($[____________])
nonassessable,   fully-paid,   beneficial   ownership   interest   in  certain
distributions  of  [____________________________]  Owner Trust 200[_]-[_] (the
"Trust") formed by [______________________________].

            OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

[NAME  OF  OWNER  TRUSTEE],  not in its     [NAME  OF  OWNER  TRUSTEE],  not in
indvidual  capacity but solely as Owner     its individual  capacity but solely
Trustee                                     or  as Owner Trustee

By__________________________________        By_______________________________
                                                Authenticating Agent

By__________________________________

            The Trust was created pursuant to a Trust Agreement dated as of
[__________] [__], 200[_] (the "TRUST AGREEMENT"), between the Depositor and
[Name of Owner Trustee], as owner trustee (the "OWNER TRUSTEE"), a summary of
certain of the pertinent provisions of which is set forth below. To the extent
not otherwise defined herein, the capitalized terms used herein have the
meanings assigned to them in the Trust Agreement.

            This Certificate is one of the duly authorized Trust Certificates
designated as a Class A Asset Backed Certificates (together with the Class R
Asset Backed Certificates, the "TRUST CERTIFICATES"). Also issued under the
Indenture dated as of [__________] [__], 200[_], among the Trust,
[_____________________________], as trustee and indenture collateral agent, are
three classes of Notes designated as "Class A-1 [_______]% Asset Backed Notes"
(the "CLASS A-1 NOTES"), "Class A-2 [_______]% Asset Backed Notes" (the "CLASS
A-2 NOTES"), the "Class A-3 [_______]% Asset Backed Notes (the "CLASS A-3 NOTES"
and together with the Class A-1 Notes and the Class A-2 Notes, the "NOTES").
This Trust Certificate is issued under and is subject to the terms, provisions
and conditions of the Trust Agreement, to which Trust Agreement the holder of
this Trust Certificate by virtue of the acceptance hereof assents and by which
such holder is bound. The property of the Trust includes a pool of retail
installment loan


                                      A-3
<PAGE>


contracts secured by new and used automobiles, vans or light duty trucks (the
"RECEIVABLES"), all monies due or to become due thereunder on or after Initial
Cutoff Date, security interests in the vehicles financed thereby, certain bank
accounts and the proceeds thereof, proceeds from claims on certain insurance
policies and certain other rights under the Trust Agreement and the Sale and
Servicing Agreement and all proceeds of the foregoing.

            Under the Trust Agreement, there will be distributed on the
fifteenth day of each month or, if such fifteenth day is not a Business Day, the
next succeeding Business Day (the "PAYMENT DATE"), commencing in [__________]
[__], 200[_], to the Person in whose name this Trust Certificate is registered
at the close of business on the Business Day preceding such Payment Date (the
"Record Date") such Certificateholder's fractional undivided interest in the
amount to be distributed to Certificateholders on such Payment Date. No
principal will be paid on the Trust Certificate until the Class A Notes have
been paid in full.

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

            It is the intent of the Seller, Servicer, the Depositor and
Certificateholders that, for purposes of Federal income taxes, if the
Certificates are treated as held by a single person, the Trust will be
disregarded as an entity separate from its owner and if the Certificates are
treated or held by two or more persons, the Trust will be treated as a
partnership and the Certificateholders will be treated as partners in that
partnership. The Certificateholders by acceptance of a Trust Certificate, agree
to treat, and to take no action inconsistent with such treatment of, the Trust
Certificates for such tax purposes.

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

            Distributions on this Trust Certificate will be made as provided in
the Trust Agreement by or on behalf of the Owner Trustee by wire transfer or
check mailed to the Certificateholder of record in the Trust Certificate
Register without the presentation or surrender of this Trust Certificate or the
making of any notation hereon. Except as otherwise provided in the Trust
Agreement and notwithstanding the above, the final distribution on this Trust
Certificate will be made after due notice by the Owner Trustee of the pendency
of such distribution and only upon presentation and surrender of this Trust
Certificate at the office or agency maintained for the purpose by the Owner
Trustee in the Borough of Manhattan, The City of New York.


                                      A-4
<PAGE>


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

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

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


                                      A-5
<PAGE>


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

                                       [__________________________________]
                                       OWNER TRUST 200[_]-[_]



                                       By: [NAME OF OWNER TRUSTEE], not in
                                       its individual capacity but solely as
                                       Owner Trustee

Dated:_______________________          By:_________________________________


                                      A-6
<PAGE>


                         (Reverse of Trust Certificate)

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

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

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

            The Class A Certificates are issuable only as registered Trust
Certificates without coupons in denominations of $1,000 or integral multiples
thereof; except as otherwise provided in the Trust Agreement. As provided in the
Trust Agreement and subject to certain limitations therein set forth, Trust
Certificates are exchangeable for new Trust Certificates in authorized
denominations evidencing the same aggregate denomination, as requested by the
holder surrendering the same. No service charge will be made for any such
registration of transfer or exchange, but the Owner Trustee or the Certificate
Registrar may require payment of a sum sufficient to cover any Tax or
governmental charge payable in connection therewith.


                                      A-7
<PAGE>


            The Owner Trustee, the Certificate Registrar and any agent of the
Owner Trustee or the Certificate Registrar may treat the person in whose name
this Trust Certificate is registered as the owner hereof for all purposes, and
none of the Owner Trustee, the Certificate Registrar, nor any such agent shall
be affected by any notice to the contrary.

            The obligations and responsibilities created by the Trust Agreement
and the Trust created thereby shall terminate upon the payment to
Certificateholders of all amounts required to be paid to them pursuant to the
Trust Agreement and the Sale and Servicing Agreement and the disposition of all
property held as part of the Trust. The Transferor of the Receivables may at its
option purchase the corpus of the Trust at a price specified in the Sale and
Servicing Agreement, and such purchase of the Receivables and other property of
the Trust will effect early retirement of the Trust Certificates; however, such
right of purchase is exercisable, subject to certain restrictions, only as of
the last day of any Monthly Period as of which the Pool Balance is 15% or less
of the Original Pool Balance.

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

            The recitals contained herein shall be taken as the statements of
the Depositor or the Servicer, as the case may be, and the Owner Trustee assumes
no responsibility for the correctness thereof. The Owner Trustee makes no
representations as to the validity or sufficiency of this Certificate or of any
Receivable or related document.

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


                                      A-8
<PAGE>


                                   ASSIGNMENT

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (Please
print or type name and address, including postal zip code, of assignee) the
within Trust Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing _______________________________________________
Attorney to transfer said Trust Certificate on the books of the Trust
Certificate Registrar, with full power of substitution in the premises.

            The undersigned has requested an exchange or transfer of this
Certificate in the form of an equal principal amount of Certificates evidenced
by one or more Definitive Certificates, to be delivered to the undersigned or,
in the case of a transfer of such Certificate, to such Person as the undersigned
instructs the Trustee.

            In connection with such request and in respect of the Certificates
surrendered to the Trustee herewith for transfer (the "SURRENDERED
CERTIFICATE"), the Holder of such Surrendered Certificates hereby certifies that
the Surrendered Certificate is being transferred pursuant to and in accordance
with Rule 144A under the United States Securities Act of 1933, as amended (the
"SECURITIES ACT"), and, accordingly, the undersigned reasonably believes is
purchasing the Surrendered Certificates for its own account, or for one or more
accounts with respect to which such Person exercises sole investment discretion,
and such Person and each such account is "qualified institutional buyer" within
the meaning of Rule 144A, in each case in a transaction meeting the requirements
of Rule 144 and the Surrendered Certificate is being transferred in compliance
with any applicable blue sky or securities laws of any state of the United
States or any other applicable jurisdiction.

            This certificate and the statements contained herein are made for
the benefit of the Issuer and the Owner Trustee. The undersigned acknowledges
that the Issuer and the Owner Trustee will rely upon the undersigned's
confirmation, acknowledgements and agreements set forth herein, and the
undersigned agrees to notify the Owner Trustee promptly in writing if any of the
undersigned's representations or warranties herein ceases to be accurate and
complete.

Dated: _______________________         *______________________________________
                                         Signature Guaranteed:





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


                                      A-9
<PAGE>


                                                                       EXHIBIT A

--------%

                       SEE REVERSE FOR CERTAIN DEFINITIONS

THIS CERTIFICATE IS TRANSFERABLE ONLY UPON COMPLIANCE WITH CERTAIN PROVISIONS OF
A TRUST AGREEMENT BETWEEN [__________________________] AND [NAME OF OWNER
TRUSTEE] (THE "TRUST AGREEMENT"). THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR ANY SECURITIES LAWS, AND ISSUER HAS NOT BEEN REGISTERED UNDER THE UNITED
STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED, AND PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT IN ACCORDANCE WITH THE TRUST INDENTURE AND APPLICABLE
SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND TO "QUALIFIED
INSTITUTIONAL BUYERS" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), AND
SOLELY WITH RESPECT TO THE INITIAL OFFERING OF THE CERTIFICATES, TO
INSTITUTIONAL "ACCREDITED INVESTORS" (AS DEFINED IN RULE 501(A) (1), (2), (3) OR
(7) UNDER THE SECURITIES ACT) UPON DELIVERY OF A REPRESENTATION LETTER TO THE
TRUSTEE.

NO EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA") AND NO OTHER PLAN SUBJECT TO SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR ANY
ENTITY THE ASSETS OF WHICH CONSTITUTE OR ARE DEEMED FOR PURPOSES OF ERISA OR
SECTION 4975 OF THE CODE TO CONSTITUTE THE ASSETS OF ANY SUCH PLAN, MAY PURCHASE
THIS CERTIFICATE OR ANY INTEREST HEREIN, UNLESS SUCH PURCHASE AND THE HOLDING OF
THIS CERTIFICATE OR SUCH INTEREST BY SUCH PLAN (OR ANY ENTITY THE ASSETS OF
WHICH CONSTITUTE "PLAN ASSETS" OF ANY SUCH PLAN) IS SUBJECT TO A STATUTORY OR
ADMINISTRATIVE EXEMPTION. ANY HOLDER HEREOF OR ANY INTEREST HEREIN THAT IS, OR
IS ACTING ON BEHALF OF OR WITH "PLAN ASSETS" OF, AN EMPLOYEE BENEFIT PLAN
SUBJECT TO ERISA OR A PLAN SUBJECT TO SECTION 4975 OF THE CODE, AND WITH RESPECT
TO WHICH THE TRUSTEE OR THE OWNER TRUSTEE IS A "PARTY IN INTEREST" OR A
"DISQUALIFIED PERSON", BY PURCHASING THIS CERTIFICATE OR SUCH INTEREST
REPRESENTS THAT ITS PURCHASE OF THIS CERTIFICATE OR SUCH INTEREST IS SUBJECT TO
A STATUTORY OR ADMINISTRATIVE EXEMPTION FROM THE PROHIBITED TRANSACTION RULES OF
ERISA AND SECTION 4975 OF THE CODE.

EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF THE ISSUER THAT SUCH
PURCHASER HAS NOT ACQUIRED NOR WILL IT SELL, TRADE, TRANSFER, ASSIGN,
PARTICIPATE, PLEDGE, HYPOTHECATE, CAUSE TO BE MARKETED, OR OTHERWISE DISPOSE OF
THIS CERTIFICATE (OR ANY INTEREST HEREIN) ON OR THROUGH (I) AN "ESTABLISHED
SECURITIES MARKET" WITHIN


                                      A-10
<PAGE>


THE MEANING OF SECTION 7704(B)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED, INCLUDING, WITHOUT LIMITATION, AN OVER-THE-COUNTER MARKET OR AN
"INTERDEALER QUOTATION SYSTEM" THAT REGULARLY DISSEMINATES FIRM BUY OR SELL
QUOTATIONS, OR (II) A "SECONDARY MARKET (OR THE SUBSTANTIAL EQUIVALENT THEREOF)"
WITHIN THE MEANING OF CODE SECTION 7704(B)(2).



                                      A-11
<PAGE>


            [____________________________________] OWNER TRUST 200[_]-[_]
                        CLASS R ASSET BACKED CERTIFICATE

evidencing a beneficial ownership interest in certain distributions of the
Trust, as defined below, the property of which includes a pool of motor vehicle
loans secured by new or used automobiles, vans or light duty trucks and
transferred to the Trust by [____________________].

            (This Trust Certificate does not represent an interest in or
obligation of [____________________], [Name of Owner Trustee], the Owner Trustee
or any of their Affiliates, except to the extent described below.)

            THIS CERTIFIES THAT [____________________] is the registered owner
of a beneficial ownership interest in certain distributions of
[____________________] Owner Trust 200[_]-[_] (the "Trust") formed by

[_____________________________].

                OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

[NAME  OF  OWNER  TRUSTEE],  not in its     [NAME  OF  OWNER  TRUSTEE],  not in
indvidual  capacity but solely as Owner     its individual  capacity but solely
Trustee                                     or  as Owner Trustee

By__________________________________         By_______________________________
                                                Authenticating Agent

By__________________________________

            The Trust was created pursuant to a Trust Agreement dated as of
[__________] [__], 200[_] (the "TRUST AGREEMENT"), between the Depositor and
[Name of Owner Trustee], as owner trustee (the "OWNER TRUSTEE"), a summary of
certain of the pertinent provisions of which is set forth below. To the extent
not otherwise defined herein, the capitalized terms used herein have the
meanings assigned to them in the Trust Agreement.

            This Certificate is one of the duly authorized Trust Certificates
designated as a Class R Asset Backed Certificates (together with the Class A
Asset Backed Certificates, the "TRUST CERTIFICATES"). Also issued under the
Indenture dated as of [_______________________] [__], 200[_], among the Trust,
[_____________________________], as trustee and indenture collateral agent, are
three classes of Notes designated as "Class A-1 [_____]% Asset Backed Notes"
(the "CLASS A-1 NOTES"), "Class A-2 [_____]% Asset Backed Notes" (the "CLASS A-2
NOTES"), the "Class A-3 [_____]% Asset Backed Notes (the "CLASS A-3 NOTES" and
together with the Class A-1 Notes and the Class A-2 Notes, the "NOTES"). This
Trust Certificate is issued under and is subject to the terms, provisions and
conditions of the Trust Agreement, to which Trust Agreement the holder of this
Trust Certificate by virtue of the acceptance hereof assents and by which such
holder is bound. The property of the Trust includes a pool of retail installment
loan contracts secured by new and used automobiles, vans or light duty trucks
(the "RECEIVABLES"), all


                                      A-12
<PAGE>


monies due or to become due thereunder on or after Initial Cutoff Date, security
interests in the vehicles financed thereby, certain bank accounts and the
proceeds thereof, proceeds from claims on certain insurance policies and certain
other rights under the Trust Agreement and the Sale and Servicing Agreement and
all proceeds of the foregoing.

            Under the Trust Agreement, there will be distributed on the
fifteenth day of each month or, if such fifteenth day is not a Business Day, the
next succeeding Business Day (the "PAYMENT DATE"), commencing in [__________]
[__], 200[_], to the Person in whose name this Trust Certificate is registered
at the close of business on the Business Day preceding such Payment Date (the
"RECORD DATE") such Certificateholder's fractional undivided interest in the
amount to be distributed to Class R Certificateholders, if any on such Payment
Date. No payments will be paid on this Class R Certificate until the Class A
Notes and the Class A Certificates have been paid in full.

            The holder of this Trust Certificate acknowledges and agrees that
its rights to receive distributions in respect of this Trust Certificate are
subordinated to the rights of the Noteholders and the Class A Certificateholders
as described in the Sale and Servicing Agreement, the Indenture and the Trust
Agreement, as applicable.

            It is the intent of the Seller, Servicer, the Depositor and
Certificateholders that, for purposes of Federal income taxes, if the
Certificates are treated as held by a single person, the Trust will be
disregarded as an entity separate from its owner and if the Certificates are
treated or held by two or more persons, the Trust will be treated as a
partnership and the Certificateholders will be treated as partners in that
partnership. The Certificateholders by acceptance of a Trust Certificate, agree
to treat, and to take no action inconsistent with such treatment of, the Trust
Certificates for such tax purposes.

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

            Distributions on this Trust Certificate will be made as provided in
the Trust Agreement by or on behalf of the Owner Trustee by wire transfer or
check mailed to the Certificateholder of record in the Trust Certificate
Register without the presentation or surrender of this Trust Certificate or the
making of any notation hereon. Except as otherwise provided in the Trust
Agreement and notwithstanding the above, the final distribution on this Trust
Certificate will be made after due notice by the Owner Trustee of the pendency
of such distribution and only upon presentation and surrender of this Trust
Certificate at the office or agency maintained for the purpose by the Owner
Trustee in the Borough of Manhattan, The City of New York.


                                      A-13
<PAGE>


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

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

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

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

                                       [_______________________________]
                                       OWNER TRUST 200[_]-[_]


                                       By: [NAME OF OWNER TRUSTEE], not in
                                       its individual capacity but solely as
                                       Owner Trustee

Dated: _______________________         By:____________________________________




                                      A-14
<PAGE>





                         (Reverse of Trust Certificate)

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

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

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

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

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


                                      A-15
<PAGE>


as the owner hereof for all purposes, and none of the Owner Trustee, the
Certificate Registrar, nor any such agent shall be affected by any notice to the
contrary.

            The obligations and responsibilities created by the Trust Agreement
and the Trust created thereby shall terminate upon the payment to
Certificateholders of all amounts required to be paid to them pursuant to the
Trust Agreement and the Sale and Servicing Agreement and the disposition of all
property held as part of the Trust. The Transferor may at its option purchase
the corpus of the Trust at a price specified in the Sale and Servicing
Agreement, and such purchase of the Receivables and other property of the Trust
will effect early retirement of the Trust Certificates; however, such right of
purchase is exercisable, subject to certain restrictions, only as of the last
day of any Monthly Period as of which the Pool Balance is 15% or less of the
Original Pool Balance.

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

            The recitals contained herein shall be taken as the statements of
the Depositor, the Transferor or the Servicer, as the case may be, and the Owner
Trustee assumes no responsibility for the correctness thereof. The Owner Trustee
makes no representations as to the validity or sufficiency of this Certificate
or of any Receivable or related document.

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




                                      A-16
<PAGE>



                                   ASSIGNMENT

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (Please
print or type name and address, including postal zip code, of assignee) the
within Trust Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing _______________________________________________
Attorney to transfer said Trust Certificate on the books of the Trust
Certificate Registrar, with full power of substitution in the premises.

            The undersigned has requested an exchange or transfer of this
Certificate in the form of an equal principal amount of Certificates evidenced
by one or more Definitive Certificates, to be delivered to the undersigned or,
in the case of a transfer of such Certificate, to such Person as the undersigned
instructs the Trustee.

            In connection with such request and in respect of the Certificates
surrendered to the Trustee herewith for transfer (the "SURRENDERED
CERTIFICATE"), the Holder of such Surrendered Certificates hereby certifies that
the Surrendered Certificate is being transferred pursuant to and in accordance
with Rule 144A under the United States Securities Act of 1933, as amended (the
"SECURITIES ACT"), and, accordingly, the undersigned reasonably believes is
purchasing the Surrendered Certificates for its own account, or for one or more
accounts with respect to which such Person exercises sole investment discretion,
and such Person and each such account is "qualified institutional buyer" within
the meaning of Rule 144A, in each case in a transaction meeting the requirements
of Rule 144 and the Surrendered Certificate is being transferred in compliance
with any applicable blue sky or securities laws of any state of the United
States or any other applicable jurisdiction.

            This certificate and the statements contained herein are made for
the benefit of the Issuer and the Owner Trustee. The undersigned acknowledges
that the Issuer and the Owner Trustee will rely upon the undersigned's
confirmation, acknowledgements and agreements set forth herein, and the
undersigned agrees to notify the Owner Trustee promptly in writing if any of the
undersigned's representations or warranties herein ceases to be accurate and
complete.

Dated: _______________________         * _____________________________________
                                         Signature Guaranteed:





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




                                      A-17
<PAGE>



                                                                       EXHIBIT B

                                    [FORM OF]

                             CERTIFICATE OF TRUST OF

                        [______________________________]
                             OWNER TRUST 200[_]-[_]

            THIS Certificate of Trust of [____________________________] Owner
Trust 200[_]-[_] (the "TRUST"), dated as of __________ __, 200[_], is being duly
executed and filed by _____________________ , a _______________ and ____________
[______________], an individual, as trustees, to form a business trust under the
Delaware Business Trust Act (12 Del. Code, (S) 3801 ET SEQ.).

            1.    Name.  The  name of the  business  trust  formed  hereby  is
[____________________] Owner Trust 200[_]-[_].

            2.    This  Certificate  of Trust  will be  effective  __________,
200[_].

            IN WITNESS WHEREOF, the undersigned, being the sole trustees of the
Trust, have executed this Certificate of Trust as of the date first above
written.

                                       [NAME OF OWNER TRUSTEE], not in its
                                       individual capacity but solely as Owner
                                       Trustee of the Trust.


                                       By:____________________________________
                                          Name:
                                          Title:




                                      B-1