<PAGE>

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


                            SALE AND SERVICING AGREEMENT


                                      among


                    DEALER AUTO RECEIVABLES OWNER TRUST 2000-1,
                                   as Issuer,


                           DEALER AUTO RECEIVABLES CORP.,
                                  as Depositor,


                            PREMIER AUTO FINANCE, INC.,
                                   as Servicer


                                        and


                               ____________________

                               as Indenture Trustee




                          Dated as of _____________, 2000


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<PAGE>

<TABLE>
<CAPTION>
                                                                                 PAGE
                                              TABLE OF CONTENTS
<S>                                                                              <C>
ARTICLE ONE          DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . .1
    SECTION 1.01.    DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . .1
    SECTION 1.02.    USAGE OF TERMS. . . . . . . . . . . . . . . . . . . . . . . . 17
    SECTION 1.03.    SECTION REFERENCES. . . . . . . . . . . . . . . . . . . . . . 17
    SECTION 1.04.    CALCULATIONS. . . . . . . . . . . . . . . . . . . . . . . . . 18
    SECTION 1.05.    ACCOUNTING TERMS. . . . . . . . . . . . . . . . . . . . . . . 18
ARTICLE TWO           TRANSFER OF CONTRACTS. . . . . . . . . . . . . . . . . . . . 18
    SECTION 2.01.    CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
    SECTION 2.02.    CONDITIONS TO THE CLOSING . . . . . . . . . . . . . . . . . . 18
    SECTION 2.03.    ACCEPTANCE BY ISSUER. . . . . . . . . . . . . . . . . . . . . 20
ARTICLE THREE         REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . 20
    SECTION 3.01.    REPRESENTATIONS AND WARRANTIES REGARDING THE DEPOSITOR. . . . 21
    SECTION 3.02.    REPRESENTATIONS AND WARRANTIES REGARDING THE SERVICER . . . . 22
ARTICLE FOUR         PERFECTION OF TRANSFER AND PROTECTION OF SECURITY INTERESTS . 23
    SECTION 4.01.    CUSTODY OF CONTRACTS. . . . . . . . . . . . . . . . . . . . . 23
    SECTION 4.02.    FILING. . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
    SECTION 4.03.    NAME CHANGE OR RELOCATION . . . . . . . . . . . . . . . . . . 26
    SECTION 4.04.    CHIEF EXECUTIVE OFFICE. . . . . . . . . . . . . . . . . . . . 26
    SECTION 4.05.    COSTS AND EXPENSES. . . . . . . . . . . . . . . . . . . . . . 26
ARTICLE FIVE         SERVICING OF CONTRACTS. . . . . . . . . . . . . . . . . . . . 26
    SECTION 5.01.    RESPONSIBILITY FOR CONTRACT ADMINISTRATION. . . . . . . . . . 26
    SECTION 5.02.    STANDARD OF CARE. . . . . . . . . . . . . . . . . . . . . . . 26
    SECTION 5.03.    RECORDS . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
    SECTION 5.04.    INSPECTION. . . . . . . . . . . . . . . . . . . . . . . . . . 27
    SECTION 5.05.    TRUST ACCOUNTS. . . . . . . . . . . . . . . . . . . . . . . . 27
    SECTION 5.06.    ENFORCEMENT . . . . . . . . . . . . . . . . . . . . . . . . . 29
    SECTION 5.07.    TRUSTEES TO COOPERATE . . . . . . . . . . . . . . . . . . . . 31
    SECTION 5.08.    COSTS AND EXPENSES. . . . . . . . . . . . . . . . . . . . . . 31
    SECTION 5.09.    MAINTENANCE OF SECURITY INTERESTS IN FINANCED VEHICLES. . . . 32
    SECTION 5.10.    MAINTENANCE OF INSURANCE. . . . . . . . . . . . . . . . . . . 32
ARTICLE SIX          THE DEPOSITOR . . . . . . . . . . . . . . . . . . . . . . . . 32
    SECTION 6.01.    COVENANTS OF THE DEPOSITOR. . . . . . . . . . . . . . . . . . 32
    SECTION 6.02.    LIABILITY OF DEPOSITOR; INDEMNITIES . . . . . . . . . . . . . 33
    SECTION 6.03.    MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS
                     OF, DEPOSITOR; CERTAIN LIMITATIONS. . . . . . . . . . . . . . 34
    SECTION 6.04.    LIMITATION ON LIABILITY OF DEPOSITOR AND OTHERS . . . . . . . 34
    SECTION 6.05.    DEPOSITOR NOT TO RESIGN . . . . . . . . . . . . . . . . . . . 35
    SECTION 6.06.    DEPOSITOR MAY OWN NOTES OR CERTIFICATES . . . . . . . . . . . 35
ARTICLE SEVEN        DISTRIBUTIONS; RESERVE FUND . . . . . . . . . . . . . . . . . 35
    SECTION 7.01.    FEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
    SECTION 7.02.    ADVANCES. . . . . . . . . . . . . . . . . . . . . . . . . . . 35
    SECTION 7.03.    DISTRIBUTIONS.. . . . . . . . . . . . . . . . . . . . . . . . 35
    SECTION 7.04.    RESERVE FUND. . . . . . . . . . . . . . . . . . . . . . . . . 36
    SECTION 7.05.    REPURCHASES OF CONTRACTS FOR BREACH OF REPRESENTATIONS AND
                     WARRANTIES. . . . . . . . . . . . . . . . . . . . . . . . . . 37
    SECTION 7.06.    REASSIGNMENT OF REPURCHASED CONTRACTS . . . . . . . . . . . . 38
    SECTION 7.07.    SELLER'S REPURCHASE OPTION. . . . . . . . . . . . . . . . . . 38
ARTICLE EIGHT         SERVICER DEFAULT;  SERVICE TRANSFER. . . . . . . . . . . . . 38
    SECTION 8.01.    SERVICER DEFAULT. . . . . . . . . . . . . . . . . . . . . . . 38
    SECTION 8.02.    WAIVER OF SERVICER DEFAULT. . . . . . . . . . . . . . . . . . 39
    SECTION 8.03.    SERVICE TRANSFER. . . . . . . . . . . . . . . . . . . . . . . 39
    SECTION 8.04.    SUCCESSOR SERVICER TO ACT; APPOINTMENT OF
                     SUCCESSOR SERVICER. . . . . . . . . . . . . . . . . . . . . . 40
    SECTION 8.05.    NOTIFICATION TO CERTIFICATEHOLDERS. . . . . . . . . . . . . . 41
    SECTION 8.06.    EFFECT OF TRANSFER. . . . . . . . . . . . . . . . . . . . . . 41


                                       i

<PAGE>

    SECTION 8.07.    DATABASE FILE . . . . . . . . . . . . . . . . . . . . . . . . 41
    SECTION 8.08.    SUCCESSOR SERVICER INDEMNIFICATION. . . . . . . . . . . . . . 41
    SECTION 8.09.    RESPONSIBILITIES OF THE SUCCESSOR SERVICER. . . . . . . . . . 41
    SECTION 8.10.    LIABILITY OF SERVICER; INDEMNITIES. . . . . . . . . . . . . . 42
    SECTION 8.11.    LIMITATION OF LIABILITY OF SERVICER.. . . . . . . . . . . . . 43
    SECTION 8.12.    MERGER OR CONSOLIDATION OF SERVICER . . . . . . . . . . . . . 43
    SECTION 8.13.    SERVICER NOT TO RESIGN. . . . . . . . . . . . . . . . . . . . 43
    SECTION 8.14.    APPOINTMENT OF SUBSERVICER. . . . . . . . . . . . . . . . . . 44
                     ARTICLE NINE REPORTS. . . . . . . . . . . . . . . . . . . . . 44
    SECTION 9.01.    MONTHLY REPORTS . . . . . . . . . . . . . . . . . . . . . . . 44
    SECTION 9.02.    OFFICER'S CERTIFICATE . . . . . . . . . . . . . . . . . . . . 44
    SECTION 9.03.    OTHER DATA. . . . . . . . . . . . . . . . . . . . . . . . . . 44
    SECTION 9.04.    ANNUAL REPORT OF ACCOUNTANTS. . . . . . . . . . . . . . . . . 44
    SECTION 9.05.    ANNUAL STATEMENT OF COMPLIANCE FROM SERVICER. . . . . . . . . 45
    SECTION 9.06.    MONTHLY REPORTS TO SECURITYHOLDERS. . . . . . . . . . . . . . 45
ARTICLE TEN          TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . 46
    SECTION 10.01.   TERMINATION.. . . . . . . . . . . . . . . . . . . . . . . . . 46
ARTICLE ELEVEN       MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . 47
    SECTION 11.01.   AMENDMENT.. . . . . . . . . . . . . . . . . . . . . . . . . . 47
    SECTION 11.02.   PROTECTION OF TITLE TO ISSUER.. . . . . . . . . . . . . . . . 48
    SECTION 11.03.   GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . 49
    SECTION 11.04.   NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
    SECTION 11.05.   SEVERABILITY OF PROVISIONS. . . . . . . . . . . . . . . . . . 51
    SECTION 11.06.   THIRD PARTY BENEFICIARIES . . . . . . . . . . . . . . . . . . 51
    SECTION 11.07.   COUNTERPARTS. . . . . . . . . . . . . . . . . . . . . . . . . 51
    SECTION 11.08.   HEADINGS. . . . . . . . . . . . . . . . . . . . . . . . . . . 51
    SECTION 11.09.   LIMITATION OF LIABILITY OF OWNER TRUSTEE AND INDENTURE
                     TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
</TABLE>



                                       ii

<PAGE>

                                    EXHIBITS

Exhibit A  Form of Assignment                                               A-1
Exhibit B  Form of Closing Certificate of Depositor                         B-1
Exhibit C  Form of Closing Certificate of Seller/Servicer                   C-1
Exhibit D  Form of Opinion of Counsel for Depositor regarding
           general corporate matters (including perfection opinion)         D-1
Exhibit E  Form of Opinion of Counsel for Depositor regarding
           the "TRUE SALE" nature of the transaction                        E-1
Exhibit F  Form of Opinion of Counsel for Depositor regarding
           non-consolidation                                                F-1
Exhibit G  Form of Certificate Regarding Repurchased Contracts              G-1
Exhibit H  List of Contracts                                                H-1
Exhibit I  Form of Monthly Report to Noteholders and Certificateholders     I-1
Exhibit J  Seller's Representations and Warranties                          J-1
Exhibit K  Lockbox Bank and Lockbox Account                                 K-1







                                      iii

<PAGE>

     SALE AND SERVICING AGREEMENT, dated as of ____________, 2000, among Dealer
Auto Receivables Owner Trust 2000-1 (together with its successors and assigns,
the "ISSUER"), Dealer Auto Receivables Corp. (together with its successor and
assigns, the "DEPOSITOR"), The Bank of New York (solely in its capacity as
Indenture Trustee together with its successors and assigns, the "INDENTURE
TRUSTEE") and Premier Auto Finance, Inc. (solely in its capacity as Servicer
together with its successor and assigns, "PREMIER AUTO FINANCE"  or the
"SERVICER").

     WHEREAS the Issuer desires to purchase from the Depositor a pool of
installment sale contracts relating to new or used automobiles and light-duty
trucks (collectively, the "CONTRACTS") originated or purchased by Premier Auto
Finance, L.P. and subsequently sold by Premier Auto Finance, L.P. to the
Depositor;

     WHEREAS the Depositor is willing to sell, transfer and assign  the
Contracts to the Issuer pursuant to the terms hereof; and

     WHEREAS the Servicer is willing to service the Contracts pursuant to the
terms hereof;

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto agree as follows:


                                     ARTICLE ONE

                                     DEFINITIONS

     SECTION 1.01.  DEFINITIONS.  Whenever used in this Agreement, the following
words and phrases, unless the context otherwise requires, shall have the
following meanings:

     "ADMINISTRATION AGREEMENT" means the Administration Agreement dated as of
the date hereof among the Issuer, Premier Auto Finance, Inc., as administrator,
the Depositor and the Indenture Trustee, as amended, supplemented or otherwise
modified from time to time.

     "ADVANCE" means, with respect to any Distribution Date, the amounts, if
any, deposited by the Servicer in the Collection Account for such Distribution
Date pursuant to SECTION 7.02.

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

     "AGGREGATE PRINCIPAL BALANCE" means, as of any date of determination, the
sum of the Principal Balances of each outstanding Contract as of the close of
business on the last day of the preceding Due Period.


                                       1

<PAGE>

     "AGGREGATE PRINCIPAL BALANCE DECLINE" means, with respect to any
Distribution Date, the amount by which the Aggregate Principal Balance as of
such Distribution Date exceeds the Certificate Balance and the outstanding
aggregate principal balance of the Class A-1 Notes, Class A-2 Notes, Class A-3
Notes and Class B Notes as of the immediately preceding Distribution Date, after
giving effect to all payments of principal to Securityholders on such preceding
Distribution Date (or, in the case of the first Distribution Date, the sum of
the Initial Certificate Balance and the original principal balance of the
Notes).

     "AGREEMENT"  means this Sale and Servicing Agreement, as amended,
supplemented or otherwise modified from time to time in accordance with the
terms hereof.

     "AVAILABLE AMOUNTS" means, with respect to any Distribution Date, the sum
of the Available Interest and the Available Principal for such Distribution
Date.

      "AVAILABLE INTEREST" means, with respect to any Distribution Date, the
total (without duplication) of the following amounts received by the Servicer
on or in respect of the Contracts during the related Due Period: (i) (A) with
respect to each Simple Interest Contract, all payments received in respect of
such Contract allocated to the payment of interest and (B) with respect to
each Precomputed Contract, all amounts received in respect of scheduled
interest payments on such Contract and the interest component of all
prepayments in full with respect to such Contract, including the interest
component of all Net Liquidation Proceeds, (ii) the interest component of the
aggregate of the Repurchase Prices for Contracts repurchased by the Depositor
pursuant to SECTION 7.05 as of the last day of the related Due Period, (iii)
the interest component of the aggregate of the Repurchase Prices for
Contracts repurchased by the Servicer pursuant to SECTION 5.06(f) as of the
last day of the related Due Period, (iv) all Advances made by the Servicer
pursuant to SECTION 7.02 in respect of delinquent interest payments on the
related Determination Date, (v) the interest component of the amount paid by
the Seller in connection with an optional repurchase of the Contracts
pursuant to SECTION 7.07 and (vi) all amounts received in respect of
interest, dividends, gains, income and earnings on investment of funds in the
Trust Accounts as contemplated in SECTION 5.05(c).

     "AVAILABLE PRINCIPAL" means, with respect to any Distribution Date, the
total (without duplication) of the following amounts received by the Servicer
on or in respect of the Contracts during the related Due Period: (i) (A) with
respect to each Simple Interest Contract, all payments received in respect of
such Contract allocated to the payment of principal and (B) with respect to
each Precomputed Contract, all amounts received in respect of scheduled
principal payments on such Contract and the principal component of all
prepayments in full with respect to such Contract, including the principal
component of all Net Liquidation Proceeds, (ii) the principal component of
the aggregate of the Repurchase Prices for Contracts repurchased by the
Depositor pursuant to SECTION 7.05 as of the last day of the related Due
Period, (iii) the principal component of the aggregate of the Repurchase
Prices for Contracts purchased by the Servicer pursuant to SECTION 5.06(f) as
of the last day of the related Due Period, (iv) all Advances made by the
Servicer pursuant to SECTION 7.02 in respect of delinquent principal payments
and (v) the principal component of the amount paid by the Seller in
connection with an optional repurchase of the Contracts pursuant to SECTION
7.07.

                                       2

<PAGE>

     "AVAILABLE RESERVE MONIES" means, with respect to any Distribution Date,
the amount of funds on deposit in the Reserve Fund on such Distribution Date
before giving effect to any reduction thereto on such date.

     "BUSINESS DAY" means any day other than a Saturday or a Sunday, or another
day on which banking institutions in the city of Chicago, Illinois, Wilmington,
Delaware, or New York, New York are authorized or obligated by law, executive
order, or governmental decree to be closed.

     "CERTIFICATE BALANCE" equals $_____________ on the Closing Date, and,
thereafter, equals the Initial Certificate Balance, reduced by all amounts
allocable to principal previously distributed to Certificateholders.

     "CERTIFICATE DEPOSITORY AGREEMENT" has the meaning specified in the Trust
Agreement.

     "CERTIFICATE DISTRIBUTABLE AMOUNT" means, with respect to any Distribution
Date, the sum of the Certificate Principal Distributable Amount and the
Certificate Interest Distributable Amount for such Distribution Date.

     "CERTIFICATE DISTRIBUTION ACCOUNT" shall have the meaning specified in the
Trust Agreement.

     "CERTIFICATE FACTOR" means, as of the close of business on any Distribution
Date, a seven-digit decimal figure equal to the Certificate Balance (after
giving effect to any reductions therein to be made on such Distribution Date)
divided by the Initial Certificate Balance.  The Certificate Factor will be
1.0000000 as of the Closing Date; thereafter, the Certificate Factor will
decline to reflect reductions in the Certificate Balance.

     "CERTIFICATE FINAL SCHEDULED DISTRIBUTION DATE" means the ______________
Distribution Date.

     "CERTIFICATE INTEREST CARRYOVER SHORTFALL" means, (a) for the initial
Distribution Date, zero, and (b) with respect to any other Distribution Date,
the excess of the Certificate Interest Distributable Amount with respect to the
immediately preceding Distribution Date, over the amount in respect of interest
on the Certificates that is actually deposited in the Certificate Distribution
Account on such preceding Distribution Date, plus interest on such excess, to
the extent permitted by law, at the Pass-Through Rate for the related Interest
Period.

     "CERTIFICATE INTEREST DISTRIBUTABLE AMOUNT" means, with respect to any
Distribution Date, the sum of the Certificate Monthly Interest Distributable
Amount with respect to such Distribution Date and the Certificate Interest
Carryover Shortfall with respect to such Distribution Date.

     "CERTIFICATE MONTHLY INTEREST DISTRIBUTABLE AMOUNT" means, with respect to
any Distribution Date, 30 days of interest (or, in the case of the first
Distribution Date, interest accrued from and including the Closing Date to but
excluding such Distribution Date) at the Pass-Through Rate on the Certificate
Balance on the immediately preceding Distribution Date,


                                       3

<PAGE>

after giving effect to all payments of principal to the Certificateholders on
such preceding Distribution Date (or, in the case of the first Distribution
Date, on the Initial Certificate Balance).

     "CERTIFICATE MONTHLY PRINCIPAL DISTRIBUTABLE AMOUNT" will mean, with
respect to any Distribution Date, the Certificate Percentage of the Principal
Distributable Amount for such Distribution Date.

     "CERTIFICATE PERCENTAGE" means (i) for each Distribution Date to but
excluding the Distribution Date on which the principal amount of all of the
Notes is reduced to zero, 0%; (ii) on the Distribution Date on which the
principal amount of all of the Notes is reduced to zero, such percentage that
equals 100% minus the Note Percentage for such Distribution Date; and (iii) 100%
thereafter.

     "CERTIFICATE PRINCIPAL CARRYOVER SHORTFALL" means, with respect to any
Distribution Date, the excess of the Certificate Principal Distributable Amount
with respect to the immediately preceding Distribution Date, over the amount in
respect of principal that is actually deposited in the Certificate Distribution
Account on such preceding Distribution Date.

     "CERTIFICATE PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect to any
Distribution Date, the sum of the Certificate Monthly Principal Distributable
Amount with respect to such Distribution Date and the Certificate Principal
Carryover Shortfall; PROVIDED, HOWEVER, that the Certificate Principal
Distributable Amount shall not exceed the Certificate Balance.  In addition, on
the Certificate Final Scheduled Distribution Date, the principal required to be
deposited into the Certificate Distribution Account will include the amount
necessary to reduce the Certificate Balance to zero.

     "CERTIFICATE REGISTER" shall have the meaning specified in the Trust
Agreement.

     "CERTIFICATEHOLDERS" shall have the meaning specified in the Trust
Agreement.

     "CERTIFICATES" means the Trust Certificates (as such term is defined in the
Trust Agreement).

     "CLASS" means all Notes whose form is identical except for variation in
denomination, principal amount or owner.

     "CLASS A-1 FINAL SCHEDULED DISTRIBUTION DATE" means the _______________
Distribution Date.

     "CLASS A-1 NOTEHOLDER" means the Person in whose name a Class A-1 Note is
registered in the Note Register.

     "CLASS A-1 RATE" means _____% per annum.

     "CLASS A-2 FINAL SCHEDULED DISTRIBUTION DATE" means the _______________
Distribution Date.

     "CLASS A-2 NOTEHOLDER" means the Person in whose name a Class A-2 Note is
registered in the Note Register.

     "CLASS A-2 RATE" means ____% per annum.

     "CLASS A-3 FINAL SCHEDULED DISTRIBUTION DATE" means the _______________
Distribution Date.


                                       4
<PAGE>

     "CLASS A-3 NOTEHOLDER" means the Person in whose name a Class A-3 Note is
registered in the Note Register.

     "CLASS A-3 RATE" means ____% per annum.

     "CLASS B FINAL SCHEDULED DISTRIBUTION DATE" means the _______________
Distribution Date.

     "CLASS B NOTEHOLDER" means the Person in whose name a Class B Note is
registered in the Note Register.

     "CLASS B RATE" means ____% per annum.

     "CLOSING DATE" means ______________, 2000.

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

     "COLLATERAL" has the meaning given such term in the "granting clause" of
the Indenture.

     "COLLECTION ACCOUNT" means a trust account as described in SECTION 5.05
maintained in the name of the Indenture Trustee and which shall be an Eligible
Account.

     "COMPUTER DISK" means the computer disk generated by the Servicer which
provides information relating to the Contracts and which was used by the Seller
in selecting the Contracts sold to the Depositor pursuant to the Transfer and
Sale Agreement and by the Depositor in selecting the Contracts sold to the Trust
pursuant to this Agreement, and includes the master file and the history file as
well as servicing information with respect to the Contracts.

     "CONTRACT ASSETS" has the meaning assigned in SECTION 2.01 of the Transfer
and Sale Agreement.

     "CONTRACT FILE" means, as to each Contract, (a) the original copy of the
Contract, including the executed installment sale contract or other evidence of
the obligation of the Obligor, (b) the original title certificate to the
Financed Vehicle and, where applicable, the certificate of lien recordation, or,
if such title certificate has not yet been issued, an application for such title
certificate, or other appropriate evidence of a security interest in the covered
Financed Vehicle, (c) the assignments of the Contract; (d) the original copy of
any agreement(s) modifying the Contract including, without limitation, any
extension agreement(s) and (e) documents evidencing the existence of physical
damage insurance covering such Financed Vehicle.


                                       5
<PAGE>

     "CONTRACT RATE" means, as to any Contract, the annual rate of interest
specified in the Contract.

     "CONTRACTS"  means the installment sale contracts described in the List of
Contracts and constituting part of the Trust Corpus, and includes, without
limitation, all related security interests and any and all rights to receive
payments which are collected pursuant thereto on or after the Cutoff Date, but
excluding any rights to receive payments which are collected pursuant thereto
prior to the Cutoff Date.

     "CORPORATE TRUST OFFICE" means the office of the Indenture Trustee at which
at any particular time its corporate trust business shall be principally
administered, which office at the date of the execution of this Agreement is
located at the address set forth in SECTION 11.04.

     "CUTOFF DATE" means _____________, 2000.

     "DEFAULTED CONTRACT" means a Contract with respect to which there has
occurred one or more of the following: (i) all or part of a scheduled payment
under the Contract is 120 days or more than 120 days past due and the Servicer
has not repossessed the related Financed Vehicle, (ii) the Servicer, has in
accordance with its customary servicing procedures, determined that eventual
payment in full is unlikely and has either repossessed and liquidated the
related Financed Vehicle or repossessed and held the related Financed Vehicle in
its repossessed inventory for 90 days, whichever occurs first or (iii) the
relevant Obligor has suffered an Insolvency Event.

     "DELINQUENCY AMOUNT" means, as of any Distribution Date, the sum of the
outstanding Principal Balance of all Contracts that were delinquent 60 days or
more as of the close of business on the last day of the related Due Period
(including Contracts which are not Defaulted Contracts in respect of which the
related Financed Vehicles have been repossessed and are still inventory).

     "DELINQUENT AMOUNTS" means, with respect to any Determination Date, the sum
of the Delinquent Interest and the Delinquent Principal for the immediately
preceding Due Period.

     "DELINQUENT INTEREST" means, for each Due Period (i) with respect to each
Precomputed Contract an amount equal to the scheduled payment of interest due on
such Contract in such Due Period minus the amount of interest received with
respect to such Contract in such Due Period and (ii) with respect to each Simple
Interest Contract an amount equal to the product of (x) the Principal Balance of
such Contract as of the first day of such Due Period and (y) the stated annual
percentage rate of such Contract and (z) the number of days in the period
between the Due Dates on such Contract divided by 360 minus the amount of
interest received with respect to such Contract during such Due Period.

     "DELINQUENT PRINCIPAL" means, for each Due Period with respect to each
Precomputed Contract, an amount equal to the scheduled payment of principal due
on such Contract in such Due Period minus the amount of principal received with
respect to such Contract in such Due Period.


                                       6
<PAGE>

     "DEPOSITOR" has the meaning assigned such term in the preamble hereunder or
any successor thereto.

     "DETERMINATION DATE" means the [________] Business Day following the
conclusion of a Due Period during the term of this Agreement.

     "DISTRIBUTION DATE" means the [________] day of each calendar month during
the term of this Agreement, or if such day is not a Business Day, the next
succeeding Business Day, with the first such Distribution Date hereunder being
______________.

     "DUE DATE" means, with respect to any Contract, the day of the month on
which each scheduled payment of principal and interest is due on such Contract,
exclusive of days of grace.

     "DUE PERIOD" means a calendar month during the term of this Agreement, and
the Due Period related to a Determination Date or Distribution Date shall be the
calendar month immediately preceding such date; PROVIDED, HOWEVER, that with
respect to the Initial Determination Date or Initial Distribution Date, the
related Due Period shall be the period from the Cutoff Date to and including
__________________.

     "ELIGIBLE ACCOUNT" means an account maintained (i) with the Indenture
Trustee or Owner Trustee as long as the Indenture Trustee's or the Owner
Trustee's short-term unsecured debt obligations have a rating of "P-1" by
Moody's and a rating of "A-1+" by Standard & Poor's (the "REQUIRED DEPOSIT
RATING") or (ii) in a segregated trust account with a depository institution or
trust company organized under the laws of the United States of America, or any
of the States thereof, or the District of Columbia, having a certificate of
deposit, short-term deposit or commercial paper rating of at least "P-1" by
Moody's and "A-1+" by Standard & Poor's.

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

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

          (b)  demand deposits, time deposits or certificates of deposit of any
     depository institution or trust company incorporated under the laws of the
     United States of America or any State (or any domestic branch of a foreign
     bank) and subject to supervision and examination by Federal or State
     banking or depository institution authorities; PROVIDED, HOWEVER, that at
     the time of the investment or contractual commitment to invest therein, the
     commercial paper or other short-term senior unsecured debt obligations
     (other than such obligations the rating of which is based on the credit of
     a Person other than such depository institution or trust company) thereof
     shall have a credit rating from the Rating Agency in the highest investment
     category granted thereby;

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


                                       7
<PAGE>

          (d)  investments in money market funds having a rating from the Rating
     Agency in the highest investment category granted thereby (including funds
     for which the Indenture Trustee or the Owner Trustee or any of their
     respective Affiliates is investment manager or advisor);

          (e)  bankers' acceptances issued by any depository institution or
     trust company referred to in CLAUSE (b); and

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

     "EXCESS AMOUNTS" shall have the meaning specified in SECTION 7.03(b).

     "EXCESS PAYMENT" shall have the meaning specified in SECTION 5.05(f).

     "FINAL SCHEDULED DISTRIBUTION DATE" means with respect to (i) the Notes,
the Class A-1 Final Scheduled Distribution Date, the Class A-2 Final Scheduled
Distribution Date, the Class A-3 Final Scheduled Distribution Date or the Class
B Final Scheduled Distribution Date, as the case may be, or (ii) the
Certificates, the Certificate Final Scheduled Distribution Date.

     "FINANCED VEHICLE" means a new or used automobile or light-duty truck,
together with all accessions thereto, securing an Obligor's indebtedness under
the related Contract.

     "HOLDER" means, with respect to a (i) Certificate, the Person in whose name
such Certificate is registered in the Certificate Register and (ii) Note, the
Person in whose name such Note is registered in the Note Register.

     "INDEBTEDNESS" means, with respect to any Person at any time, (i)
indebtedness or liability of such Person for borrowed money whether or not
evidenced by bonds, debentures, notes or other instruments, or for the deferred
purchase price of property or services (including trade obligations); (ii)
obligations of such Person as lessee under leases which should have been or
should be, in accordance with generally accepted accounting principles, recorded
as capital leases; (iii) current liabilities of such Person in respect of
unfunded vested benefits under plans covered by Title IV of ERISA; (iv)
obligations issued for or liabilities incurred on the account of such Person;
(v) obligations or liabilities of such Person arising under acceptance
facilities; (vi) obligations of such Person under any guaranties, endorsements
(other than for collection or deposit in the ordinary course of business) and
other contingent obligations to purchase, to provide funds for payment, to
supply funds to invest in any Person or otherwise to assure a creditor against
loss; (vii) obligations of such Person secured by any lien on property or assets
of such Person, whether or not the obligations have been assumed by such Person;
or (viii) obligations of such Person under any interest rate or currency
exchange agreement.

     "INDENTURE" means the Indenture, dated as of the date hereof, between the
Issuer and the Indenture Trustee.


                                       8
<PAGE>

     "INDENTURE TRUSTEE" means the Person acting as Indenture Trustee under the
Indenture, its successors in interest and any successor trustee under the
Indenture.

     "INDENTURE TRUSTEE FEE" means, with respect to any Distribution Date,
______ of the product of _______% of the Aggregate Principal Balance as of the
preceding Distribution Date.

     "INDEPENDENT", when used with respect to any specified Person, means such a
Person who (i) is in fact independent of the Issuer, the Depositor or the
Servicer, (ii) is not a director, officer or employee of any Affiliate of the
Issuer, the Depositor or the Servicer, (iii) is not a person related to any
officer or director of the Issuer, the Depositor or the Servicer or any of their
respective Affiliates, (iv) is not a holder (directly or indirectly) of more
than 10% of any voting securities of Issuer, the Depositor or the Servicer or
any of their respective Affiliates, and (v) is not connected with the Issuer,
the Depositor or the Servicer as an officer, employee, promoter, underwriter,
trustee, partner, director or person performing similar functions.

     "INITIAL CLASS A-1 NOTE BALANCE" means $_____________.

     "INITIAL CLASS A-2 NOTE BALANCE" means $_____________.

     "INITIAL CLASS A-3 NOTE BALANCE" means $_____________.

     "INITIAL CLASS B NOTE BALANCE" means $_____________.

     "INITIAL CERTIFICATE BALANCE" means $_____________.

     "INSOLVENCY EVENT" means, with respect to a specified Person, (i) the entry
of a decree or order for relief by a court or regulatory authority having
jurisdiction in respect of such Person in an involuntary case under the federal
bankruptcy laws, as now or hereafter in effect, or any other present or future,
federal or state, bankruptcy, insolvency or similar law, or appointing a
receiver, liquidator, assignee, custodian, trustee, sequestrator or other
similar official for such Person or for any substantial part of its property, or
ordering the winding-up or liquidation of such Person's affairs, and the
continuance of any such decree or order unstayed and in effect for a period of
60 consecutive days; (ii) the commencement of an involuntary case under the
federal bankruptcy laws, as now or hereinafter in effect, or another present or
future federal or state bankruptcy, insolvency or similar law and such case is
not dismissed within 60 days; or (iii) the commencement by such Person of a
voluntary case under the federal bankruptcy laws, as now or hereinafter in
effect, or any other present or future federal or state, bankruptcy, insolvency
or similar law, or the consent by such Person to the appointment of or taking
possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator
or other similar official for such Person or for any substantial part of its
property, or the making by such Person of an assignment for the benefit of
creditors or the failure by such Person generally to pay its debts as such debts
become due or the taking of corporate action by such Person in furtherance of
any the foregoing.

     "INTEREST PERIOD" means, with respect to any Distribution Date, and (i) the
Class A-1 Notes, means the period from and including the preceding Distribution
Date (or, in the case of the first Distribution Date, the Closing Date) to but
excluding such Distribution Date; and (ii) in the case of the Class A-2 Notes,
the Class A-3 Notes, the Class B Notes or the Certificates, means the period
from and including the fifteenth day of the month of the Distribution Date


                                       9
<PAGE>

immediately preceding such Distribution Date (or, in the case of the first
Distribution Date, the Closing Date) to but excluding the fifteenth day of the
month of such Distribution Date.

     "INTEREST RATE" means the Class A-1 Rate, the Class A-2 Rate, the Class A-3
Rate or the Class B Rate, as applicable.

     "ISSUER" means the Dealer Auto Receivables Owner Trust 2000-1, a Delaware
business trust.

     "LATE PAYMENT PENALTY FEES" means any late payment fees paid by Obligors on
Contracts after all sums received have been allocated first to regular
installments due or overdue and all such installments are then paid in full.

     "LIEN" means a security interest, lien, charge, pledge, equity or
encumbrance of any kind, other than tax liens, mechanics' liens and any liens
that attach to the respective Contract by operation of law.

     "LIST OF CONTRACTS" means the list identifying each Contract constituting
part of the Trust Corpus, which list shall consist of the List of Contracts
reflecting the Contracts transferred to the Issuer on the Closing Date and which
list (a) identifies each Contract, (b) sets forth as to each Contract (i) the
Principal Balance as of the Cutoff Date, (ii) the amount of monthly payments due
from the Obligor, (iii) the Contract Rate and (iv) the maturity date, and (c)
which list (as in effect on the Closing Date) is attached to this Agreement as
EXHIBIT H.

     "LOCKBOX" means the Lockbox maintained by the Lockbox Bank identified on
EXHIBIT K hereto.

     "LOCKBOX ACCOUNT" means the account maintained with the Lockbox Bank and
identified on EXHIBIT K hereto.

     "LOCKBOX AGREEMENT" means the ____________ dated as of __________, ______
by and among the Servicer, the Depositor, the Indenture Trustee and
____________, with respect to the Lockbox Account, unless such agreement shall
be terminated in accordance with its terms, in which event

     "LOCKBOX AGREEMENT" shall mean such other agreement, in form and substance
acceptable to the above-described parties.

     "LOCKBOX BANK" means the financial institution maintaining the Lockbox
Agreement and identified on EXHIBIT K hereto or any successor thereto.

     "LOCKOUT PERIOD"  means the period from and including the date on which the
maturity of the Notes is accelerated pursuant to SECTION 5.02 of the Indenture
after the occurrence of an "Event of Default" described in SECTION 5.01(i) or
(ii) of the Indenture and ending on the date on which the aggregate unpaid
principal balance of the Class A-1 Notes, the Class A-2 Notes, the Class A-3
Notes and the Class B Notes has been reduced to zero and all accrued and unpaid
interest on the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and
the Class B Notes has been paid in full.


                                       10
<PAGE>

     "MONTHLY REPORT" shall have the meaning specified in SECTION 9.06.

     "MONTHLY SERVICING FEE" means, as to any Distribution Date, the product of
one-twelfth of 1% and the Aggregate Principal Balance as of the preceding
Distribution Date.

     "MOODY'S" means Moody's Investors Service, Inc. or any successor thereto.

     "NET LIQUIDATION LOSSES" means, as of any Distribution Date, with respect
to a Defaulted Contract, the amount, if any, by which (a) the outstanding
Principal Balance of such Defaulted Contract plus accrued and unpaid interest
thereon at the Contract Rate to the date on which such Defaulted Contract became
a Defaulted Contract exceeds (b) the Net Liquidation Proceeds for such Defaulted
Contract.

     "NET LIQUIDATION PROCEEDS" means, as to any Defaulted Contract, the
proceeds realized on the sale or other disposition of the related Financed
Vehicle, including proceeds realized on the repurchase of such Financed Vehicle
by the originating dealer for breach of warranties, and the proceeds of any
insurance relating to such Financed Vehicle, after payment of all reasonable
expenses incurred thereby, together, in all instances, with the expected or
actual proceeds of any recourse rights relating to such Contract as well as any
post-disposition proceeds received by the Servicer.

     "NOTE DEPOSITORY AGREEMENT" shall have the meaning specified in the
Indenture.

     "NOTE DISTRIBUTABLE AMOUNT" means, with respect to any Distribution Date,
the sum of the Note Principal Distributable Amount and the Note Interest
Distributable Amount for such Distribution Date.

     "NOTE DISTRIBUTION ACCOUNT" means the account established and maintained as
such pursuant to SECTION 5.05.

     "NOTE FACTOR" means with the respect to any Class of Notes as of the close
of business on any Distribution Date, a seven-digit decimal figure equal to the
outstanding principal amount of such Class of Notes (after giving effect to any
reductions thereof to be made on such Distribution Date) divided by the original
outstanding principal amount of such Class of Notes.  Each Note Factor will be
1.0000000 as of the Closing Date; thereafter the Note Factor will decline to
reflect reductions in the outstanding principal amount of such Class of Notes.

     "NOTE INTEREST CARRYOVER SHORTFALL" means, (a) with respect to the Initial
Distribution Date and each Class of Notes, zero and (b) with respect to any
other Distribution Date and a Class of Notes, the excess, if any, of the Note
Interest Distributable Amount for such Class for the immediately preceding
Distribution Date, over the amount in respect of interest that is actually
deposited in the Note Distribution Account with respect to such Class on such
preceding Distribution Date, plus, interest on such excess to the extent
permitted by applicable law, at the related Interest Rate for the related
Interest Period.

     "NOTE INTEREST DISTRIBUTABLE AMOUNT" means, with respect to any
Distribution Date and a Class of Notes, the sum of the Note Monthly Interest
Distributable Amount and the Note Interest Carryover Shortfall for such Class of
Notes with respect to such Distribution Date.


                                       11
<PAGE>

     "NOTE MONTHLY INTEREST DISTRIBUTABLE AMOUNT" means, with respect to any
Distribution Date for any Class of Notes, interest accrued for the related
Interest Period (calculated on the basis of, in the case of the Class A-1 Notes,
the actual number of days in such Interest Period and a year assumed to consist
of 360 days, and in the case of all other Classes of Notes, such Interest Period
being assumed to consist of 30 days and a year assumed to consist of 360 days)
at the related Interest Rate for such Class of Notes on the outstanding
principal amount of the Notes of such Class on the immediately preceding
Distribution Date, after giving effect to all payments of principal to
Noteholders of such Class on or prior to such preceding Distribution Date (or,
in the case of the first Distribution Date, on the original principal amount of
such Class of Notes).

     "NOTE MONTHLY PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect to any
Distribution Date, the Note Percentage of the Principal Distributable Amount for
such Distribution Date.

     "NOTE PERCENTAGE" means, (i) for each Distribution Date to but excluding
the Distribution Date on which the principal amount of all of the Notes is
reduced to zero, 100%; (ii) for the Distribution Date on which the principal
amount of all of the Notes is reduced to zero, such percentage which represents
the fraction of the Principal Distributable Amount necessary to reduce the
principal amount of all of the Notes to zero;  and (iii) for each Distribution
Date thereafter, 0.0%.

      "NOTE PRINCIPAL CARRYOVER SHORTFALL" means, with respect to any
Distribution Date, the excess of the Note Principal Distributable Amount with
respect to the immediately preceding Distribution Date over the amount in
respect of principal that is actually deposited in the Note Distribution Account
on such preceding Distribution Date.

     "NOTE PRINCIPAL DISTRIBUTABLE AMOUNT" means, with respect to any
Distribution Date, the sum of the Note Monthly Principal Distributable Amount
with respect to such Distribution Date and the Note Principal Carryover
Shortfall with respect to such Distribution Date; PROVIDED, HOWEVER, that the
Note Principal Distributable Amount shall not exceed the outstanding principal
amount of the Notes; and PROVIDED, FURTHER, that the Note Principal
Distributable Amount (i) on the Class A-1 Final Scheduled Distribution Date
shall not be less than the amount that is necessary (after giving effect to
other amounts to be deposited in the Note Distribution Account on such
Distribution Date and allocable to principal) to reduce the outstanding
principal amount of the Class A-1 Notes to zero, (ii) on the Class A-2 Final
Scheduled Distribution Date shall not be less than the amount that is necessary
(after giving effect to other amounts to be deposited in the Note Distribution
Account on such Distribution Date and allocable to principal) to reduce the
outstanding principal amount of the Class A-2 Notes to zero, (iii) on the Class
A-3 Final Scheduled Distribution Date shall not be less than the amount that is
necessary (after giving effect to other amounts to be deposited in the Note
Distribution Account on such Distribution Date and allocable to principal) to
reduce the outstanding principal amount of the Class A-3 Notes to zero and (iv)
on the Class B Final Scheduled Distribution Date shall not be less than the
amount that is necessary (after giving effect to other amounts to be deposited
in the Note Distribution Account on such Distribution Date and allocable to
principal) to reduce the outstanding principal amount of the Class B Notes to
zero.

     "NOTE REGISTER" shall have the meaning specified in the Indenture.


                                       12
<PAGE>

     "OBLIGOR" means such person who owes payments under a Contract.

     "OFFICER'S CERTIFICATE" means a certificate signed by the Chairman, the
President, a Vice President, the Treasurer, an Assistant Treasurer, the
Controller, an Assistant Controller, the Secretary or an Assistant Secretary of
any Person delivering such certificate and delivered to the Person to whom such
certificate is required to be delivered.  In the case of an Officer's
Certificate of the Servicer, at least one of the signing officers must be a
Servicing Officer.  Unless otherwise specified, any reference herein to an
Officer's Certificate shall be to an Officer's Certificate of the Servicer.

     "OPINION OF COUNSEL" means a written opinion of counsel (who may be counsel
to the Depositor or the Servicer) acceptable to the Indenture Trustee or the
Owner Trustee, as the case may be.

     "OWNER TRUSTEE" means the Person acting, not in its individual capacity,
but solely as Owner Trustee under the Trust Agreement, its successors in
interest and any successor owner trustee under the Trust Agreement.

     "OWNER TRUSTEE FEE" means, with respect to any Distribution Date,
____________.

     "PASS-THROUGH RATE" means _____% per annum.

     "PAYING AGENT" means as described in SECTION 6.11 of  the Indenture and
SECTION 3.10 of the Trust Agreement.

     "PERFORMANCE GUARANTEE" means the Performance Guarantee dated as of the
date hereof by the Performance Guarantor, as amended, supplemented or otherwise
modified from time to time.

     "PERFORMANCE GUARANTOR" means Virginia Surety Company, Inc., an Illinois
corporation, or its successor, in its capacity as Performance Guarantor under
the Performance Guarantee.

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

     "PRECOMPUTED CONTRACT" means any Contract providing for the allocation of
payments made thereunder to principal and interest in accordance with the
Precompute Method.

     "PRECOMPUTE METHOD" means the method of allocating a fixed level payment to
principal and interest pursuant to which either (a) the portion of such payment
that is allocated to the payment of interest is equal to one-twelfth of the
annual fixed rate of interest on the Contract multiplied by the scheduled
principal balance of the Contract and the remainder of such payment is allocated
to the payment of principal or (b) the allocation is made in accordance with the
"Rule of 78s".


                                       13

<PAGE>

     "PRINCIPAL BALANCE" means, as of the close of business on the last day of
any Due Period, (a) with respect to any Simple Interest Contract, an amount
equal to the unpaid principal balance of such Contract as of the opening of
business on the Cutoff Date, reduced by the sum of all payments received by the
Servicer as of such date allocable to principal; (b) with respect to any
Precomputed Contract, an amount equal to the unpaid principal balance of such
Contract as of the opening of business on the Cutoff Date, reduced by the sum of
(x) that portion of all scheduled payments due on or after the Cutoff Date and
on or prior to the last day of such Due Period allocated to principal and (y)
all prepayments and other amounts applied by the Servicer as of such date to the
payment of principal on that Contract, PROVIDED, HOWEVER, that (i) if (x) a
Contract is repurchased by the Seller pursuant to SECTION 5.01 of the Transfer
and Sale Agreement or by the Performance Guarantor pursuant to the Performance
Guarantee or by the Depositor pursuant to SECTION 7.05 or by the Servicer
pursuant to SECTION 5.06(f) as of the last day of such Due Period, or if (y) the
Seller gives notice of its intent to repurchase the Contracts pursuant to
SECTION 5.02 of the Transfer and Sale Agreement and SECTION 7.07 on the next
succeeding Distribution Date, in each case the Principal Balance of such
Contract or Contracts shall be deemed as of the close of business on the last
day of such Due Period and each Due Period thereafter to be zero and (ii) from
and after the Due Period in which a Contract becomes a Defaulted Contract, the
Principal Balance of such Contract shall be deemed to be zero.

     "PRINCIPAL DISTRIBUTABLE AMOUNT" means, for any Distribution Date, the
Aggregate Principal Balance Decline for such Distribution Date.

     "QUALIFIED ELIGIBLE INVESTMENTS" means Eligible Investments acquired by the
Indenture Trustee in its name and in its capacity as Indenture Trustee, which
are held by the Indenture Trustee in the Reserve Fund and with respect to which
(a) the Indenture Trustee has noted its interest therein on its books and
records, and (b) the Indenture Trustee has purchased such investments for value
without notice of any adverse claim thereto (and, if such investments are
securities or other financial assets or interests therein, within the meaning of
Section 8-102 of the UCC as enacted in Illinois, without acting in collusion
with a securities intermediary in violating such securities intermediary's
obligations to entitlement holders in such assets, under Section 8-504 of such
UCC, to maintain a sufficient quantity of such assets in favor of such
entitlement holders), and (c) either (i) such investments are in the possession
of the Indenture Trustee, or (ii) such investments, (A) if certificated
securities and in bearer form, have been delivered to the Indenture Trustee, or
in registered form, have been delivered to the Indenture Trustee and either
registered by the issuer thereof in the name of the Indenture Trustee or
endorsed by effective endorsement to the Indenture Trustee or in blank; (B) if
uncertificated securities, the ownership of which has been registered to the
Indenture Trustee on the books of the issuer thereof (or another person, other
than a securities intermediary, either becomes the registered owner of the
uncertified security on behalf of the Indenture Trustee or, having previously
become the registered owner, acknowledges that it holds for the Indenture
Trustee); or (C) if securities entitlements (within the meaning of Section 8-102
of the UCC as enacted in Illinois) representing interests in securities or other
financial assets (or interests therein) held by a securities intermediary
(within the meaning of said Section 8-102), a securities intermediary indicates
by book entry that a security or other financial asset has been credited to the
Indenture Trustee's securities account with such securities intermediary.  Any
such Qualified Eligible Investment may be purchased by or through the Indenture
Trustee or any of its affiliates.


                                       14

<PAGE>

     "RATING AGENCY" means each of Moody's and Standard & Poor's, so long as
such Persons maintain a rating on one or more classes of the Securities; and if
either Moody's or Standard & Poor's no longer maintains a rating on any class of
the Securities, such other nationally recognized statistical rating organization
selected by the Depositor.

     "RECORD DATE" means, with respect to any Distribution Date, the last
Business Day of the preceding calendar month.

     "REIMBURSEMENT AMOUNT" has the meaning assigned in SECTION 7.02.

     "REPURCHASE PRICE" means, with respect to a Contract to be repurchased
hereunder as of the last day of any Due Period an amount equal to (a) the
Principal Balance of such Contract as of such day plus (b) accrued and unpaid
interest at the Contract Rate on such Contract through the end of such Due
Period.

     "REQUIRED DEPOSIT RATING" has the meaning assigned in the definition of
"Eligible Account".

     "RESERVE FUND" means the Reserve Fund established and maintained pursuant
to SECTION 7.04.

     "RESERVE FUND INITIAL DEPOSIT" means $______________.

     "RESERVE FUND DEPOSITS" means all moneys deposited in the Reserve Fund from
time to time including, but not limited to, the Reserve Fund Initial Deposit and
any monies deposited therein pursuant to SECTION 7.03(b), all investments and
reinvestments thereof, earnings thereon, and proceeds of the foregoing, whether
now or hereafter existing.

     "RESPONSIBLE OFFICER" means, with respect to the Owner Trustee, any officer
in its Corporate Trust Administration Department (or any similar group of a
successor Owner Trustee) and with respect to the Indenture Trustee, the chairman
and any vice chairman of the board of directors, the president, the chairman and
vice chairman of any executive committee of the board of directors, every vice
president, assistant vice president, the secretary, every assistant secretary,
cashier or any assistant cashier, controller or assistant controller, the
treasurer, every assistant treasurer, every trust officer, assistant trust
officer and every other officer or assistant officer of the Trustee customarily
performing functions similar to those performed by persons who at the time shall
be such officers, respectively, or to whom a corporate trust matter is referred
because of knowledge of, familiarity with, and authority to act with respect to
a particular matter.

     "SECURITIES" means the Notes and the Certificates.

     "SECURITYHOLDERS" means the Holders of the Notes or the Certificates.

     "SELLER" means Premier Auto Finance, L.P., an Illinois limited partnership,
or its successor, in its capacity as Seller of Contract Assets under the
Transfer and Sale Agreement.

     "SERVICER" means Premier Auto Finance, Inc., a Delaware corporation, or its
successor, until any Service Transfer hereunder and thereafter means the
Successor Servicer appointed


                                       15
<PAGE>

pursuant to ARTICLE VIII below with respect to the duties and obligations
required of the Servicer under this Agreement.

     "SERVICER DEFAULT" means an event specified in SECTION 8.01.

     "SERVICE TRANSFER" has the meaning assigned in SECTION 8.03(a).

     "SERVICING FEE" means, on any Determination Date, the sum of (a) the
Monthly Servicing Fee payable on the related Distribution Date, (b) Late Payment
Penalty Fees received by the Servicer during the related Due Period, and (c)
extension fees received by the Servicer during the related Due Period.

     "SERVICING OFFICER" means any officer of the Servicer involved in, or
responsible for, the administration and servicing of Contracts whose name
appears on a list of servicing officers appearing in an Officer's Certificate
furnished to the Indenture Trustee by the Servicer, as the same may be amended
from time to time.

     "SHORTFALL" means, with respect to a Distribution Date, the excess, if any,
of the sum of the amounts described in clauses (v) through (viii) of SECTION
7.03 over the Available Amounts for such Distribution Date minus the amounts
payable pursuant to clauses (i) through (iv) of SECTION 7.03 on such
Distribution Date.

     "SIMPLE INTEREST CONTRACT" means any Contract providing for the allocation
of payments made thereunder to principal and interest in accordance with the
Simple Interest Method.

     "SIMPLE INTEREST METHOD" means the method of allocating a fixed level
payment to principal and interest pursuant to which the portion of such payment
that is allocated to the payment of interest is equal to the product of the
fixed rate of interest multiplied by the unpaid Principal Balance multiplied by
the period of time elapsed since the preceding payment of interest was made and
the remainder of such payment is allocated to the payment of principal.

     "SPECIFIED RESERVE FUND BALANCE" means, with respect to any Distribution
Date, an amount equal to [_________________].

     "STANDARD & POOR'S" means Standard & Poor's Ratings Services, a Division of
The McGraw Hill Companies, or any successor thereto.

     "SUCCESSOR SERVICER" means a servicer described in SECTION 8.03(b).

     "TRANSACTION DOCUMENTS" means this Agreement, the Transfer and Sale
Agreement, the Lockbox Agreement, the Indenture, the Trust Agreement, the
Administration Agreement, the Performance Guarantee, the Note Depository
Agreement, and the Certificate Depository Agreement.

     "TRANSFER AND SALE AGREEMENT" means the Transfer and Sale Agreement dated
as of the date hereof by and between the Seller and the Depositor, as amended,
supplemented or otherwise modified from time to time.


                                       16
<PAGE>

     "TRUST ACCOUNTS" means, collectively, the Collection Account, the Note
Distribution Account and the Reserve Fund, or any of them.

     "TRUST ACCOUNT PROPERTY" means the Trust Accounts, all amounts and
investments held from time to time in any Trust Account (whether in the form of
deposit accounts, physical property, book-entry securities, uncertificated
securities or otherwise), including the Reserve Fund Initial Deposit, and all
proceeds of the foregoing.

     "TRUST AGREEMENT" means the Trust Agreement, dated as of the date hereof,
between the Depositor and the Owner Trustee.

     "TRUST CORPUS" has the meaning given to such term in SECTION 2.01.

     "TRUST ESTATE" shall have the meaning specified in the Trust Agreement.

     "TRUSTEES" means the Owner Trustee and the Indenture Trustee.

     "UCC" means the Uniform Commercial Code as enacted in Illinois or Delaware,
as applicable.

     "UNCOLLECTIBLE ADVANCE" means with respect to any Determination Date and
any Contract, the amount, if any, if advanced by the Servicer in respect of such
Contract pursuant to SECTION 7.02, which the Servicer has as of such
Determination Date determined in good faith would not be ultimately recoverable
by the Servicer from insurance policies on the related Financed Vehicle, the
related Obligor or out of Net Liquidation Proceeds with respect to such
Contract.  The determination by the Servicer that it has made an Uncollectible
Advance shall be evidenced by an Officer's Certificate delivered to the Trustee.

     "UNDERWRITERS" means Chase Securities Inc. and Aon Capital Markets, Inc.

     "UNITED STATES" means the United States of America.

     "VICE PRESIDENT" of any Person means any vice president of such Person,
whether or not designated by a number or words before or after the title "VICE
PRESIDENT" who is a duly elected officer of such Person.

     SECTION 1.02.  USAGE OF TERMS.  With respect to all terms in this
Agreement, the singular includes the plural and the plural the singular; words
importing any gender include the other genders; references to "writing" include
printing, typing, lithography and other means of reproducing words in a visible
form; references to agreements and other contractual instruments include all
amendments, modifications and supplements thereto or any changes therein entered
into in accordance with their respective terms and not prohibited by this
Agreement; references to Persons include their permitted successors and assigns;
and the term "including" means "including without limitation."

     SECTION 1.03.  SECTION REFERENCES.  All section references, unless
otherwise indicated, shall be to Sections in this Agreement.


                                       17
<PAGE>

     SECTION 1.04.  CALCULATIONS.  Except as otherwise provided herein, all
interest rate and basis point calculations hereunder will be made on the basis
of a 360-day year and twelve 30-day months and will be carried out to at least
three decimal places.

     SECTION 1.05.  ACCOUNTING TERMS.  All accounting terms used but not
specifically defined herein shall be construed in accordance with generally
accepted accounting principles in the United States.


                                    ARTICLE TWO

                               TRANSFER OF CONTRACTS

     SECTION 2.01.  CLOSING.  On the Closing Date, in consideration of the
Issuer's delivery of the Securities to and upon the order of the Depositor, the
Depositor does hereby sell, transfer, assign, set over and otherwise convey to
the Issuer by execution of an assignment substantially in the form of EXHIBIT A
hereto, without recourse other than as expressly provided herein, (i) all the
right, title and interest of the Depositor in and to the Contracts listed on the
List of Contracts in effect on the Closing Date (including, without limitation,
all security interests and all rights to receive scheduled payments and
prepayments which are collected pursuant thereto on or after the Cutoff Date,
including any liquidation proceeds therefrom, but excluding any rights to
receive scheduled payments due on or after, but received prior to, the Cutoff
Date), (ii) all security interests in each Financed Vehicle, (iii) all rights of
the Depositor to proceeds from any claims on theft, physical damage, credit life
or disability insurance or other individual insurance policy relating to any
such Contract, an Obligor or a Financed Vehicle securing such Contract, (iv) all
documents contained in the related Contract Files, (v) all rights (but not the
obligations) of the Depositor against any originating dealer or other third
party (i.e. the originators of the Contracts) under any agreements between the
Seller and such originating dealers or third party, (vi) all rights of the
Depositor in the Lockbox, the Lockbox Account and related Lockbox Agreement to
the extent they relate to such Contracts, (vii) any rebates of premiums and
other amounts relating to insurance policies, extended service contracts, other
repair agreements or any other items financed under such Contract, and (viii)
all rights (but not the obligations) of the Depositor under the Transfer and
Sale Agreement, including but not limited to the Depositor's rights under
ARTICLE V thereof, (ix) all rights of the Depositor under the Performance
Guarantee, (x) the remittances, deposits and payments made into the Trust
Accounts from time to time and amounts in the Trust Accounts (other than the
Reserve Fund) from time to time (and any investments of such amounts), and (xi)
all proceeds and products of the foregoing (the property in clauses (i)-(xi)
above, being the "TRUST CORPUS").  Although the Depositor and the Owner Trustee
agree that such transfer is intended to be a sale of ownership of the Trust
Corpus, rather than the granting of a security interest to secure a borrowing,
and that the Trust Corpus shall not be property of the Depositor, in the event
such transfer is deemed to be of a mere security interest to secure a borrowing,
the Depositor shall be deemed to have granted the Issuer a perfected first
priority security interest in such Trust Corpus and this Agreement shall
constitute a security agreement under applicable law.

     SECTION 2.02.  CONDITIONS TO THE CLOSING.  On or before the Closing Date,
the Depositor shall deliver or cause to be delivered the following documents to
the Owner Trustee:


                                       18

<PAGE>

          (a)  The initial List of Contracts, certified by the Chairman of the
     Board, President or any Vice President of the Depositor, together with an
     assignment substantially in the form of EXHIBIT A hereto.

          (b)  A certificate of an officer of the Seller substantially in the
     form of EXHIBIT B to the Transfer and Sale Agreement and of an officer of
     the Depositor substantially in the form of EXHIBIT B hereto.

          (c)  Opinions of counsel for the Seller and the Depositor
     substantially in the form of EXHIBITS D, E and F hereto (and including as
     an addressee thereof each Rating Agency).

          (d)  A letter or letters from Ernst & Young LLP, or another nationally
     recognized accounting firm, addressed to the Seller and the Underwriters
     and stating that such firm has reviewed a sample of the Contracts and
     performed specific procedures for such sample with respect to certain
     contract terms and which identifies those Contracts which do not conform.

          (e)  Copies of resolutions of the general partner of the Seller and of
     the Board of Directors of each of the Servicer and the Depositor or of the
     Executive Committee of the Board of Directors of each of the Servicer and
     the Depositor approving the execution, delivery and performance of this
     Agreement and the other Transaction Documents to which any of them is a
     party, as applicable, and the transactions contemplated hereunder and
     thereunder, certified in each case by the Secretary or an Assistant
     Secretary of the general partner of the Seller, the Servicer and the
     Depositor.

          (f)  Officially certified, recent evidence of due incorporation and
     good standing of each of the Servicer and the Depositor under the laws of
     Delaware.

          (g)  Evidence of proper filing with the appropriate offices in
     Delaware and Illinois of UCC financing statements executed by the Seller,
     as debtor, naming the Depositor as secured party (and the Issuer as
     assignee) and identifying the Contract Assets as collateral; and evidence
     of proper filing with the appropriate offices in Delaware and Illinois of
     UCC financing statements executed by the Depositor, as debtor, naming the
     Issuer as secured party and identifying the Trust Corpus as collateral; and
     evidence of proper filing with appropriate officers in Delaware of UCC
     financing statements executed by the Issuer and naming the Indenture
     Trustee, as secured party and identifying the Collateral, as collateral;
     and evidence of proper filing with the appropriate offices in Delaware and
     Illinois of UCC financing statements executed by the Depositor, as debtor,
     naming the Indenture Trustee, as secured party and identifying the Other
     Collateral, as collateral.

          (h)  An Officer's Certificate listing the Servicer's Servicing
     Officers.

          (i)  Evidence of deposit in the Collection Account of all funds
     received with respect to the Contracts on or after the Cutoff Date to the
     second Business Day preceding the Closing Date, together with an Officer's
     Certificate from the Depositor to the effect that such amount is correct.


                                       19
<PAGE>

          (j)  The Officer's Certificate of the Seller specified in SECTION
     2.02(b) of the Transfer and Sale Agreement.

          (k)  Evidence of deposit in the Reserve Fund of the Reserve Fund
     Initial Deposit by the Owner Trustee.

          (l)  A fully executed Transfer and Sale Agreement.

          (m)  A fully executed Trust Agreement.

          (n)  A fully executed Administration Agreement.

          (o)  A fully executed Performance Guarantee.

          (p)  A fully executed Indenture.

     SECTION 2.03.  ACCEPTANCE BY ISSUER.  On the Closing Date, upon the
acceptance by the Depositor of the Securities, the ownership of the Trust Corpus
will be vested in the Issuer, subject only to the lien of the Indenture Trustee.


                                 ARTICLE THREE

                         REPRESENTATIONS AND WARRANTIES

     The Seller under the Transfer and Sale Agreement has made each of the
representations and warranties set forth in EXHIBIT J hereto and has consented
to the assignment by the Depositor to the Issuer of the Depositor's rights with
respect thereto.  Such representations speak as of the execution and delivery of
this Agreement and as of the Closing Date, but shall survive the sale, transfer
and assignment of the Contracts to the Issuer.  Pursuant to SECTION 2.01 of this
Agreement, the Depositor has sold, assigned, transferred and conveyed to the
Issuer as part of the Trust Corpus its rights under the Transfer and Sale
Agreement, including without limitation, the representations and warranties of
the Seller therein as set forth in EXHIBIT J attached hereto, together with all
rights of the Depositor with respect to any breach thereof including any right
to require the Seller to repurchase any Contract in accordance with the Transfer
and Sale Agreement.  It is understood and agreed that the representations and
warranties set forth or referred to in this Section shall survive delivery of
the Contract Files to the Owner Trustee or any custodian.

     The Depositor hereby represents and warrants to the Issuer and the
Indenture Trustee that it has entered into the Transfer and Sale Agreement with
the Seller, that the Seller has made the representations and warranties in the
Transfer and Sale Agreement as set forth in EXHIBIT J hereto, that such
representations and warranties run to and are for the benefit of the Depositor,
and that pursuant to SECTION 2.01 of this Agreement the Depositor has
transferred and assigned to the Issuer all rights of the Depositor to cause the
Seller under the Transfer and Sale Agreement to repurchase Contracts in the
event of a breach of such representations and warranties or, in the event of the
Seller's failure to repurchase such Contracts, to cause the Performance
Guarantor pursuant to the Performance Guarantee to repurchase such Contracts.


                                       20
<PAGE>

     SECTION 3.01.  REPRESENTATIONS AND WARRANTIES REGARDING THE DEPOSITOR.  By
its execution of this Agreement, the Depositor represents and warrants to the
Issuer that:

          (a)  ASSUMPTION OF SELLER'S REPRESENTATIONS AND WARRANTIES.  The
     representations and warranties set forth in EXHIBIT J are true and correct.

          (b)  ORGANIZATION AND GOOD STANDING.  The Depositor is a corporation
     duly organized, validly existing and in good standing under the laws of the
     jurisdiction of its organization and has the corporate power to own its
     assets and to transact the business in which it is currently engaged.  The
     Depositor is duly qualified to do business as a foreign corporation and is
     in good standing in each jurisdiction in which the character of the
     business transacted by it or properties owned or leased by it requires such
     qualification and in which the failure so to qualify would have a material
     adverse effect on the business, properties, assets, or condition (financial
     or other) of the Depositor or the Issuer.

          (c)  AUTHORIZATION; VALID SALE; BINDING OBLIGATIONS.  The Depositor
     has the power and authority to make, execute, deliver and perform its
     obligations under this Agreement and the other Transaction Documents to
     which it is a party and all of the transactions contemplated under this
     Agreement and the other Transaction Documents to which it is a party, and
     to create the Issuer and cause it to make, execute, deliver and perform its
     obligations under this Agreement and the other Transaction Documents to
     which it is a party and has taken all necessary corporate action to
     authorize the execution, delivery and performance of this Agreement and the
     other Transaction Documents to which it is a party and to cause the Issuer
     to be created.  This Agreement shall effect a valid sale, transfer and
     assignment of the Trust Corpus, enforceable against the Depositor and
     creditors of and purchasers from the Depositor.  This Agreement and the
     other Transaction Documents to which the Depositor is a party constitute
     the legal, valid and binding obligation of the Depositor enforceable in
     accordance with their terms, except as enforcement of such terms may be
     limited by bankruptcy, insolvency or similar laws affecting the enforcement
     of creditors' rights generally and by the availability of equitable
     remedies.

          (d)  NO CONSENT REQUIRED.  The Depositor is not required to obtain the
     consent of any other party or any consent, license, approval or
     authorization from, or registration or declaration with, any governmental
     authority, bureau or agency in connection with the execution, delivery,
     performance, validity or enforceability of this Agreement or the other
     Transaction Documents to which it is a party.

          (e)  NO VIOLATIONS.  The execution, delivery and performance of this
     Agreement and the other Transaction Documents to which it is a party by the
     Depositor, and the consummation of the transactions contemplated hereby and
     thereby, will not violate any provision of any existing law or regulation
     or any order or decree of any court or of any Federal or state regulatory
     body or administrative agency having jurisdiction over the Depositor or any
     of its properties or the Articles of Incorporation or Bylaws of the
     Depositor, or constitute a material breach of any mortgage, indenture,
     contract or other agreement to which the Depositor is a party or by which
     the Depositor or any of the


                                       21
<PAGE>

     Depositor's properties may be bound, or result in the creation or
     imposition of any security interest, lien, charge, pledge, preference,
     equity or encumbrance of any kind upon any of its properties pursuant to
     the terms of any such mortgage, indenture, contract or other agreement,
     other than as contemplated by the Transaction Documents.

          (f)  LITIGATION.  No litigation or administrative proceeding of or
     before any court, tribunal or governmental body is currently pending, or to
     the knowledge of the Depositor threatened, against the Depositor or any of
     its properties or with respect to this Agreement, the other Transaction
     Documents to which it is a party or the Securities (1) which, if adversely
     determined, would in the opinion of the Depositor have a material adverse
     effect on the business, properties, assets or condition (financial or
     otherwise) of the Depositor or the Issuer or the transactions contemplated
     by this Agreement or the other Transaction Documents to which the Depositor
     is a party, (2) which might adversely affect the federal income tax or
     other federal, state or local tax attributes of the Certificates or Notes,
     (3) asserting the invalidity of this Agreement, any other Transaction
     Document, the Notes or the Certificates or (4) seeking to prevent the
     issuance of the Securities or the consummation of the transactions
     contemplated by the Transaction Documents.

          (g)  PLACE OF BUSINESS; NO CHANGES.  The Depositor's sole place of
     business (within the meaning of Article 9 of the UCC) is as set forth in
     SECTION 11.04.  The Depositor has not changed its name, whether by
     amendment of its Articles of Incorporation, by reorganization or otherwise,
     and has not changed the location of its place of business, within the four
     months preceding the Closing Date.

Such representations speak as of the execution and delivery of this Agreement
and as of the Closing Date, but shall survive the sale, transfer and assignment
of the Contracts to the Issuer and the pledge thereof to the Indenture Trustee.

     SECTION 3.02.  REPRESENTATIONS AND WARRANTIES REGARDING THE SERVICER.  The
Servicer represents and warrants to the Issuer that:

          (a)  ORGANIZATION AND GOOD STANDING.  The Servicer is a corporation
     duly organized, validly existing and in good standing under the laws of the
     jurisdiction of its organization and has the corporate power to own its
     assets and to transact the business in which it is currently engaged.  The
     Servicer is duly qualified to do business as a foreign corporation and is
     in good standing in each jurisdiction in which the character of the
     business transacted by it or properties owned or leased by it requires such
     qualification and in which the failure so to qualify would have a material
     adverse effect on the business, properties, assets, or condition (financial
     or otherwise) of the Servicer or the Issuer.  The Servicer is properly
     licensed in each jurisdiction to the extent required by the laws of such
     jurisdiction to service the Contracts in accordance with the terms hereof
     other than such licenses the failure to obtain would not have a material
     adverse effect on the business, properties, assets, or condition (financial
     or otherwise) of the Servicer or on the ability of the Servicer to perform
     its obligations hereunder.


                                       22
<PAGE>

          (b)  AUTHORIZATION; BINDING OBLIGATIONS.  The Servicer has the power
     and authority to make, execute, deliver and perform this Agreement and the
     other Transaction Documents to which the Servicer is a party and all of the
     transactions contemplated under this Agreement and the other Transaction
     Documents to which the Servicer is a party, and has taken all necessary
     corporate action to authorize the execution, delivery and performance of
     this Agreement and the other Transaction Documents to which the Servicer is
     a party.  This Agreement and the other Transaction Documents to which the
     Servicer is a party constitute the legal, valid and binding obligation of
     the Servicer enforceable in accordance with their terms, except as
     enforcement of such terms may be limited by bankruptcy, insolvency or
     similar laws affecting the enforcement of creditors' rights generally and
     by the availability of equitable remedies.

          (c)  NO CONSENT REQUIRED.  The Servicer is not required to obtain the
     consent of any other party or any consent, license, approval or
     authorization from, or registration or declaration with, any governmental
     authority, bureau or agency in connection with the execution, delivery,
     performance, validity or enforceability of this Agreement and the other
     Transaction Documents to which the Servicer is a party.

          (d)  NO VIOLATIONS.  The execution, delivery and performance of this
     Agreement and the other Transaction Documents to which the Servicer is a
     party by the Servicer will not violate any provisions of any existing law
     or regulation or any order or decree of any court or of any Federal or
     state regulatory body or administrative agency having jurisdiction over the
     Servicer or any of its properties or the Articles of Incorporation or
     Bylaws of the Servicer, or constitute a material breach of any mortgage,
     indenture, contract or other agreement to which the Servicer is a party or
     by which the Servicer or any of the Servicer's properties may be bound, or
     result in the creation of or imposition of any security interest, lien,
     pledge, preference, equity or encumbrance of any kind upon any of its
     properties pursuant to the terms of any such mortgage, indenture, contract
     or other agreement, other than this Agreement.

          (e)  LITIGATION.  No litigation or administrative proceeding of or
     before any court, tribunal or governmental body is currently pending, or to
     the knowledge of the Servicer threatened, against the Servicer or any of
     its properties or with respect to this Agreement, any other Transaction
     Document to which the Servicer is a party which, if adversely determined,
     would in the opinion of the Servicer have a material adverse effect on the
     business, properties, assets or condition (financial or otherwise) of the
     Servicer or the Issuer or the transactions contemplated by this Agreement
     or any other Transaction Document to which the Servicer is a party.


                                    ARTICLE FOUR

            PERFECTION OF TRANSFER AND PROTECTION OF SECURITY INTERESTS

     SECTION 4.01.  CUSTODY OF CONTRACTS.  (a) Subject to the terms and
conditions of this SECTION 4.01, the contents of each Contract File shall be
held in the custody of the Servicer for the benefit of, and as agent for, the
Issuer as the owner thereof.


                                       23
<PAGE>

     (b)  The Servicer agrees to maintain the related Contract Files at its
offices where they are currently maintained, or at such other offices of the
Servicer in the State of Illinois as shall from time to time be identified to
the Trustees  by written notice.  The Servicer may temporarily move individual
Contract Files or any portion thereof without notice as necessary to conduct
collection and other servicing activities in accordance with its customary
practices and procedures; PROVIDED, HOWEVER, that the Servicer will take all
action necessary to maintain the perfection of the Issuer's interest in the
Contracts and the proceeds thereof.  It is intended that by the Servicer's
agreement pursuant to SECTION 4.01(a) above and this SECTION 4.01(b) the Issuer
shall be deemed to have possession of the Contract Files for purposes of Section
9-305 of the Uniform Commercial Code of the State in which the Contract Files
are located.

     (c)  As custodian, the Servicer shall have and perform the following powers
and duties:

          (i)   hold the Contract Files on behalf of the Issuer, maintain
     accurate records pertaining to each Contract to enable it to comply with
     the terms and conditions of this Agreement, maintain a current inventory
     thereof, conduct annual physical inspections of Contract Files held by it
     under this Agreement and certify to the Owner Trustee and the Indenture
     Trustee  annually that it continues to maintain possession of such Contract
     Files;

          (ii)  implement policies and procedures in writing and signed by a
     Servicing Officer with respect to persons authorized to have access to the
     Contract Files on the Servicer's premises and the receipting for Contract
     Files taken from their storage area by an employee of the Servicer for
     purposes of servicing or any other purposes;

          (iii) attend to all details in connection with maintaining custody
     of the Contract Files on behalf of the Issuer;

          (iv)  at all times maintain the original of the fully executed
     Contract;

          (v)   clearly identify the assignment of the Contract and the
     contemporaneous grant of a security interest therein to the Indenture
     Trustee; and

          (vi)  within 30 days of the Closing Date deliver an Officer's
     Certificate to the Owner Trustee and the Indenture Trustee certifying that
     as of a date no earlier than the Closing Date it has conducted an inventory
     of the Contract Files and that there exists a Contract File for each
     Contract and stating all exceptions to such statement, if any.

     (d)  The Servicer shall promptly report to the Owner Trustee and the
Indenture Trustee any failure by it to hold the Contract Files as herein
provided and shall promptly take appropriate action to remedy any such failure.
In acting as custodian of the Contract Files, the Servicer further agrees not to
assert any legal or beneficial ownership interest in the Contracts or the
Contract Files, except as provided in SECTION 5.06.  The Servicer agrees to
indemnify the Issuer for any and all liabilities, obligations, losses, damages,
payments, costs, or expenses of any kind whatsoever which may be imposed on,
incurred by or asserted against the Issuer as the result of any act or omission
by the Servicer relating to the maintenance and custody of the Contract Files;
PROVIDED, HOWEVER, that the Servicer will not be liable for any portion of any
such


                                       24
<PAGE>

amount resulting from the gross negligence or willful misconduct of the
Issuer.  The Trustees shall have no duty to monitor or otherwise oversee the
Servicer's performance as custodian hereunder.

     (e)  The Servicer shall make available to the Owner Trustee, the Indenture
Trustee or their respective duly authorized representatives, attorneys or
auditors, the Contract Files and the related accounts, records and computer
systems maintained by the Servicer at such times during normal operating hours
as the Owner Trustee or Indenture Trustee shall reasonably instruct which does
not unreasonably interfere with the Servicer's normal operations or customer or
employee relations.

     (f)  Upon instruction from the Indenture Trustee (or, if the Notes have
been paid in full, from the Owner Trustee), the Servicer shall release any
document in the Contract Files to the Indenture Trustee or Owner Trustee, or
their respective agents or designee, as the case may be, at such place or places
as such Person may reasonably designate as soon as reasonably practicable to the
extent it does not unreasonably interfere with the Servicer's normal operations
or customer or employee relations.  The Servicer shall not be responsible for
any loss occasioned by the failure of the Owner Trustee or Indenture Trustee, or
their respective agents or designees, to return any document or any delay in
doing so.

     (g)  The Servicer's appointment as custodian shall become effective as of
the Cutoff Date and shall continue in full force and effect until terminated
pursuant to this SECTION 4.01(g) or until this Agreement shall be terminated.
If all of the rights and obligations of the Servicer shall have been terminated
under SECTION 8.03, the appointment of the Servicer as custodian may be
terminated by the Indenture Trustee or by Noteholders representing more than 50%
of the outstanding balance of the Class A-1 Notes, the Class A-2 Notes and the
Class A-3 Notes, voting as a single class or, if there are no Class A-1 Notes,
Class A-2 Notes or Class A-3 Notes outstanding, Noteholders representing more
than 50% of the outstanding balance of the Class B Notes or, if there are no
Notes outstanding, the Certificateholders holding Certificates representing more
than 50% of the Certificate Balance, in the same manner as the Indenture Trustee
or the Noteholders may terminate the rights and obligations of the Servicer
under SECTION 8.03.  As soon as practicable after any termination of such
appointment, the Servicer shall, at its expense, deliver the Contract Files to
the Issuer or the Issuer's agent at such place or places as the Issuer may
reasonably designate.  Notwithstanding the termination of the Servicer as
custodian, the Owner Trustee agrees that upon any such termination, the Issuer
shall provide, or cause its agent to provide, access to the Contract Files to
the Servicer for the purpose of carrying out its duties and responsibilities
with respect to the servicing of the Contracts hereunder.

     SECTION 4.02.  FILING.  On or prior to the Closing Date, the Servicer shall
cause the UCC financing statement(s) referred to in SECTION 2.02(g) hereof to be
filed and from time to time the Servicer shall take and cause to be taken such
actions and execute such documents as are necessary or desirable or as the Owner
Trustee or Indenture Trustee may reasonably request to perfect and protect the
Issuer's first priority perfected interest in the Trust Corpus against all other
persons, including, without limitation, the filing of financing statements,
amendments thereto and continuation statements, the execution of transfer
instruments and the making of notations on or taking possession of all records
or documents of title.


                                       25
<PAGE>

     SECTION 4.03.  NAME CHANGE OR RELOCATION.  (a) During the term of this
Agreement, neither the Seller nor the Depositor shall change its name, identity
or structure or relocate its chief executive office without first giving at
least 30 days' prior written notice to the Owner Trustee and the Indenture
Trustee.

     (b)  If any change in either the Seller's or the Depositor's name, identity
or structure or other action would make any financing or continuation statement
or notice of lien filed under this Agreement seriously misleading within the
meaning of applicable provisions of the UCC or any title statute, the Servicer,
no later than five days after the effective date of such change, shall file such
amendments as may be required to preserve and protect the Issuer's interests in
the Trust Corpus and the proceeds thereof.  In addition, neither the Seller nor
the Depositor shall change its place of business (within the meaning of Article
9 of the UCC) from the location specified in SECTION 11.04 below unless it has
first taken such action as is advisable or necessary to preserve and protect the
Issuer's interest in the Trust Corpus.  Promptly after taking any of the
foregoing actions, the Servicer shall deliver to the Owner Trustee and the
Indenture Trustee an opinion of counsel reasonably acceptable to the Owner
Trustee stating that, in the opinion of such counsel, all financing statements
or amendments necessary to preserve and protect the interests of the Issuer in
the Trust Corpus have been filed, and reciting the details of such filing.

     SECTION 4.04.  CHIEF EXECUTIVE OFFICE.  During the term of this Agreement,
the Depositor will maintain its chief executive office in one of the States of
the United States, except Louisiana, Tennessee, Colorado, Kansas, New Mexico,
Oklahoma, Utah or Wyoming.

     SECTION 4.05.  COSTS AND EXPENSES.  The Servicer agrees to pay all
reasonable costs and disbursements in connection with the perfection and the
maintenance of perfection, as against all third parties, of the Issuer's right,
title and interest in and to the Contracts (including, without limitation, the
security interest in the Financed Vehicles granted thereby).


                                    ARTICLE FIVE

                               SERVICING OF CONTRACTS

     SECTION 5.01.  RESPONSIBILITY FOR CONTRACT ADMINISTRATION.  The Servicer
will have the sole obligation to manage, administer, service and make
collections on the Contracts and perform or cause to be performed all
contractual and customary undertakings of the holder of the Contracts to the
Obligor.  The Owner Trustee, at the written request of a Servicing Officer,
shall furnish the Servicer with any powers of attorney or other documents
necessary or appropriate in the opinion of the Owner Trustee to enable the
Servicer to carry out its servicing and administrative duties hereunder.  The
Servicer is hereby appointed the servicer hereunder until such time as any
Service Transfer may be effected under ARTICLE VIII.

     SECTION 5.02.  STANDARD OF CARE.  In managing, administering, servicing and
making collections on the Contracts pursuant to this Agreement, the Servicer
will exercise that degree of skill and care consistent with the skill and care
that the Servicer exercises with respect to similar contracts serviced by the
Servicer for itself and others and, in any event, no less degree of skill and
care than would be exercised by a prudent servicer of motor vehicle retail
installment sale


                                       26
<PAGE>

contracts; PROVIDED, HOWEVER, that notwithstanding the foregoing, the Servicer
shall not release or waive the right to collect the unpaid balance of any
Contract.

     SECTION 5.03.  RECORDS.  The Servicer shall, during the period it is
servicer hereunder, maintain such books of account and other records as will
enable the Owner Trustee and the Indenture Trustee to determine the status of
each Contract.

     SECTION 5.04.  INSPECTION.  (a) At all times during the term hereof, the
Servicer shall afford the Owner Trustee and the Indenture Trustee and their
respective authorized agents reasonable access during normal business hours to
the Servicer's records relating to the Contracts and will cause its personnel to
assist in any examination of such records by the Owner Trustee or the Indenture
Trustee, or such authorized agents and allow copies of the same to be made.  The
examination referred to in this Section will be conducted in a manner which does
not unreasonably interfere with the Servicer's normal operations or customer or
employee relations.  Without otherwise limiting the scope of the examination the
Owner Trustee or the Indenture Trustee may, using generally accepted audit
procedures, verify the status of each Contract and review the Computer Disk and
records relating thereto for conformity to Monthly Reports prepared pursuant to
ARTICLE IX and compliance with the standards represented to exist as to each
Contract in this Agreement.

     (b)  At all times during the term hereof, the Servicer shall keep available
a copy of the List of Contracts at its principal executive office for inspection
by the Trustees.

     SECTION 5.05.  TRUST ACCOUNTS.  (a) On or before the Closing Date, the
Indenture Trustee shall establish the Collection Account, Note Distribution
Account and Reserve Fund, each in the name of the Indenture Trustee for the
benefit of the Noteholders and the Certificateholders, respectively.  The
Indenture Trustee is hereby required to ensure that each of the Trust Accounts
is established and maintained as an Eligible Account.

     (b)  The Indenture Trustee shall deposit (or the Servicer shall deposit,
with respect to payments by or on behalf of the Obligors and Net Liquidation
Proceeds received by the Servicer), without deposit into any intervening
account, into the Collection Account as promptly as practical (but in any case
not later than the second Business Day following the receipt thereof):

          (i)   All payments on the Contracts (as well as Late Payment Penalty
     Fees and extension fees) received by the Servicer on or after the Cutoff
     Date (which for the purpose of this paragraph (b)(i) shall include those
     monies deposited in the Lockbox Account allocable to principal and interest
     on the Contracts);

          (ii)  All Net Liquidation Proceeds related to the Contracts;

          (iii) The aggregate of the Repurchase Prices for Contracts
     repurchased by the Depositor as described in SECTION 7.05 which amounts
     shall be funded with amounts coming from the Seller pursuant to SECTION
     5.01 of the Transfer and Sale Agreement or from the Performance Guarantor
     pursuant to the Performance Guarantee;


                                       27
<PAGE>

          (iv)  The aggregate of the Repurchase Prices for Contracts repurchased
     by the Servicer as described in SECTION 5.06(f);

          (v)   All Advances made by the Servicer pursuant to SECTION 7.02;

          (vi)  All amounts paid by the Seller in connection with an optional
     repurchase of the Contracts described in SECTION 7.07;

          (vii) All amounts received in respect of interest, dividends,
     gains, income and earnings on investments of funds in the Trust Accounts
     (except the Reserve Fund) as contemplated herein.

     (c)  If the Servicer so directs, in writing, the Indenture Trustee shall
invest the amounts in the Trust Accounts in Qualified Eligible Investments that
mature not later than one Business Day prior to the next succeeding Distribution
Date.  Once such funds are invested, the Indenture Trustee shall not change the
investment of such funds.  Any loss on such investments shall be deposited in
the applicable Trust Account by the Servicer out of its own funds immediately as
realized.  Funds in the Trust Accounts not so invested must be insured to the
extent permitted by law by the Bank Insurance Fund or the Savings Association
Insurance Fund of the Federal Deposit Insurance Corporation.  Subject to the
restrictions herein, the Indenture Trustee may purchase a Qualified Eligible
Investment from itself or an Affiliate.   Subject to the other provisions
hereof, the Indenture 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 Indenture Trustee or
its agent, together with each document of transfer, if any, necessary to
transfer title to such investment to the Indenture Trustee in a manner which
complies with this SECTION 5.05(c).  All interest, dividends, gains upon sale
and other income from, or earnings on, investments of funds in the Trust
Accounts (other than the Reserve Fund) shall be deposited in the Collection
Account pursuant to SECTION 5.05(b) and distributed on the next Distribution
Date pursuant to SECTION 7.03.  The Depositor and the Issuer agree and
acknowledge that the Indenture Trustee is to have "CONTROL" (within the meaning
of Section 8-102 of the UCC as enacted in Illinois) of collateral comprised of
"INVESTMENT PROPERTY" (within the meaning of Section 9-115 of the UCC as enacted
in Illinois) for all purposes of this Agreement.

     (d)  Notwithstanding anything to the contrary herein, the Servicer may
remit payments on the Contracts and Net Liquidation Proceeds to the Collection
Account in next-day funds or immediately available funds no later than ___ a.m.,
Central time, on the Business Day prior to the next succeeding Distribution
Date, but only for so long as (a)(i) the short-term certificate of deposit
ratings of the Servicer are at least P-1 by Moody's and "A-1" by Standard &
Poor's or (ii) the Rating Agency shall have notified the Servicer, the Indenture
Trustee and the Owner Trustee, in writing, that monthly remittances of
collections will not result in reduction or withdrawal of any then outstanding
rating of any outstanding Note or Certificate and (b) the Servicer is Premier
Auto Finance, Inc.

     (e)  The Servicer shall apply collections received in respect of a Contract
as follows:


                                       28
<PAGE>

          (i)   First, to reimburse any outstanding Advances made by the
Servicer with respect to such Contract;

          (ii)  Second, (1) in the case of a Precomputed Contract, to the
related scheduled payment, or (2) in the case of a Simple Interest Contract,
first to interest accrued on such Contract as of such date and then to principal
to the extent due and owing under such Contract; and

          (iii) Third, to pay any unpaid late charges or extension fees (if
any) due and owing under such Contract.

     (f)  Any collections on a Contract remaining after application by the
Servicer in accordance with the provisions of SECTION 5.05(e) shall
constitute an excess payment (an "EXCESS PAYMENT").  Excess Payments (x)
constituting a prepayment in full of a Precomputed Contract or (y) relating
to a Simple Interest Contract shall be applied as a prepayment of the
Principal Balance of such Contract.  All other Excess Payments in respect of
Precomputed Contracts shall be held by the Servicer in accordance with
SECTION 5.05(d), or in the event the Servicer has not satisfied the
requirements of SECTION 5.05(d), deposited in an account, which shall be an
Eligible Account established with the Indenture Trustee or Owner Trustee for
the benefit of the Securityholders to be held until the Payment Date
following the month during which such prepaid amount would have been due
under such Contract.  The Indenture Trustee may invest amounts on deposit in
such account in accordance with, and subject to the terms and conditions of,
SECTION 5.05(c).

     (g)  The Servicer will, from time to time as provided herein, be permitted
to withdraw from the Collection Account any amount deposited therein that, based
on the Servicer's good-faith determination, was deposited in error or required
to be repaid to the related Obligor.

     SECTION 5.06.  ENFORCEMENT.  (a) The Servicer will, consistent with SECTION
5.02, act with respect to the Contracts in such manner as will maximize the
receipt of all payments called for under the terms of the Contracts.  The
Servicer shall use its best efforts to cause Obligors to make all payments on
the Contracts directly to the Lockbox Account.  The Servicer will act in a
commercially reasonable manner with respect to the repossession and disposition
of a Financed Vehicle following a default under the related Contract with a view
to realizing proceeds at least equal to the Financed Vehicle's fair market
value.  If the Servicer determines that eventual payment in full of a Contract
is unlikely, the Servicer will follow its normal practices and procedures to
recover all amounts due upon that Contract, including repossessing and disposing
of the related Financed Vehicle at a public or private sale or taking other
action permitted by applicable law.  The Servicer will be entitled to recover
all reasonable out-of-pocket expenses incurred by it in liquidating a Contract
and disposing of the related Financed Vehicle.

     (b)  The Servicer may sue to enforce or collect upon Contracts, in its own
name, if possible, or as agent for the Trustees.  If the Servicer elects to
commence a legal proceeding to enforce a Contract, the act of commencement shall
be deemed to be an automatic assignment of the Contract to the Servicer for
purposes of collection only.  If, however, in any enforcement suit or legal
proceeding it is held that the Servicer may not enforce a Contract on the ground
that it is not a real party in interest or a holder entitled to enforce the
Contract, the Owner Trustee (or the


                                       29
<PAGE>

Indenture Trustee) on behalf of the Issuer shall, at the Servicer's expense,
take such steps as the Servicer deems reasonably necessary to enforce the
Contract, including bringing suit in its name.

     (c)  The Servicer shall exercise any rights of recourse against third
persons that exist with respect to any Contract in accordance with the
Servicer's usual practice.  In exercising recourse rights, the Servicer is
authorized on the Issuer's behalf to reassign the Defaulted Contract or the
related Financed Vehicle to the Person against whom recourse exists at the price
set forth in the document creating the recourse; PROVIDED, HOWEVER, the Servicer
in exercising recourse against any third persons as described in the immediately
preceding sentence shall do so in such manner as to maximize the aggregate
recovery with respect to the Contract; and PROVIDED FURTHER, HOWEVER, that
notwithstanding the foregoing the Servicer in its capacity as such may exercise
such recourse only if such Contract (i) was not required to be repurchased by
the Seller pursuant to the Transfer and Sale Agreement or  (ii) was required to
be repurchased by the Seller and the Seller has defaulted on such repurchase
obligation and the Performance Guarantor has defaulted on its obligation to
repurchase such Contract pursuant to the Performance Guarantee.

     (d)  The Servicer will not permit any rescission or cancellation of any
Contract due to the acts or omissions of the Depositor.

     (e)  The Servicer may grant to the Obligor on any Contract an extension of
payments due under such Contract; PROVIDED that (i) the Servicer believes in
good faith that such extension is necessary to avoid liquidation of the Contract
and will maximize the amount received under the Contract, (ii) such extension is
consistent with the Servicer's customary servicing procedures and is consistent
with SECTION 5.02, (iii) such extension does not extend the maturity date of the
Contract beyond the month preceding the Certificate Final Scheduled Distribution
Date and (iv) such extension does not modify the terms of the Contract in a
manner which constitutes a cancellation of the Contract and the creation of a
new contract for federal income tax purposes.

     (f)  The Servicer may agree to modify or amend any Contract if such
modification or amendment is consistent with the Servicer's customary servicing
procedures and is consistent with SECTION 5.02; provided that the Servicer
hereby covenants that it will not (i) release the Lien on a Financed Vehicle
granted in such Contract, (ii) undertake any action which would materially and
adversely impact the rights of the Issuer in such Contract, (iii) modify, alter
or change the Contract Rate of such Contract, (iv) modify, alter or change the
number of installment payments the related Obligor is obligated to make under
such Contract or (v) increase the Principal Balance of such Contract.  The
Servicer hereby agrees that it shall purchase a Contract (together with all
related Contract Assets) as of the last day of the immediately preceding Due
Period, at its Repurchase Price, not later than the second Distribution Date
after the Servicer becomes aware, or should have become aware, or receives
written notice from the Depositor or either of the Trustees of any breach of a
covenant of the Servicer set forth in clauses (i) through (iv) above or in
SECTION 5.06(e) above that materially adversely affects the interest of the
Issuer or the interest of the Noteholders or the Certificateholders in such
Contract or the collectibility of the Contract (without regard to the benefits
of the Reserve Fund) and which breach has not been cured.

     (g)  The Servicer will not add to the outstanding Principal Balance of any
Contract the premium of any physical damage or other individual insurance on a
Financed Vehicle securing


                                       30
<PAGE>

such Contract it obtains on behalf of the Obligor under the terms of such
Contract, but may create a separate Obligor obligation with respect to such
premium if and as provided by the Contract.

     (h)  If the Servicer shall have repossessed a Financed Vehicle on behalf of
the Issuer, the Servicer shall either (i) maintain at its expense physical
damage insurance with respect to such Financed Vehicle, or (ii) indemnify the
Issuer against any damage to such Financed Vehicle prior to resale or other
disposition.  The Servicer shall not allow such repossessed Financed Vehicles to
be used in an active trade or business, but rather shall dispose of the Financed
Vehicle in a reasonable time in accordance with the Servicer's normal business
practices.

     SECTION 5.07.  TRUSTEES TO COOPERATE.  Upon payment in full on any
Contract, the Servicer will notify the Trustees and the Depositor on the next
succeeding Distribution Date by certification of a Servicing Officer (which
certification shall include a statement to the effect that all amounts received
in connection with such Contract which are required to be deposited in the
Collection Account pursuant to SECTION 5.05 have been so deposited) and shall
(if the Servicer is not then in possession of the Contracts and Contract Files)
request delivery of the Contract and Contract File to the Servicer.  Upon
receipt of such delivery and request, the Trustees shall promptly release or
cause to be released such Contract and Contract File to the Servicer.  Upon
receipt of such Contract and Contract File, each of the Depositor and the
Servicer is authorized to execute an instrument in satisfaction of such Contract
and to do such other acts and execute such other documents as the Servicer deems
necessary to discharge the Obligor thereunder and eliminate the security
interest in the Financed Vehicle related thereto.  The Servicer shall determine
when a Contract has been paid in full; to the extent that insufficient payments
are received on a Contract credited by the Servicer as prepaid or paid in full
and satisfied, the shortfall shall be paid by the Servicer out of its own funds.
From time to time as appropriate for servicing and repossession in connection
with any Contract, if the Indenture Trustee, and not the Servicer is then in
possession of the Contracts and Contract Files, the Indenture Trustee shall,
upon written request of a Servicing Officer and delivery to the Indenture
Trustee of a receipt signed by such Servicing Officer, cause the original
Contract and the related Contract File to be released to the Servicer and shall
execute such documents as the Servicer shall deem reasonably necessary to the
prosecution of any such proceedings.  Such receipt shall obligate the Servicer
to return the original Contract and the related Contract File to the Indenture
Trustee when the need by the Servicer has ceased unless the Contract shall be
repurchased as described in SECTION 7.07.  Upon request of a Servicing Officer,
the Indenture Trustee shall perform such other acts as reasonably requested by
the Servicer and otherwise cooperate with the Servicer in the enforcement of the
Securityholders' rights and remedies with respect to the Contracts.

     SECTION 5.08.  COSTS AND EXPENSES.  All costs and expenses incurred by the
Servicer in carrying out its duties hereunder, fees and expenses of accountants
and payments of all fees and expenses incurred in connection with the
enforcement of Contracts (including enforcement of Defaulted Contracts and
repossessions of Financed Vehicles securing such Contracts) and all other fees
and expenses not expressly stated hereunder to be for the account of the Issuer
shall be paid by the Servicer and the Servicer shall not be entitled to
reimbursement hereunder except as otherwise provided in SECTION 5.06(a).


                                       31
<PAGE>

     SECTION 5.09.  MAINTENANCE OF SECURITY INTERESTS IN FINANCED VEHICLES.  The
Servicer shall take such steps as are necessary to maintain continuous
perfection and the first priority of the security interest created by each
Contract in the related Financed Vehicles.  The Owner Trustee and the Indenture
Trustee hereby authorize the Servicer to take such steps as are necessary to
perfect such security interest and to maintain the first priority thereof in the
event of a relocation of a Financed Vehicle or for any other reason.

     SECTION 5.10.  MAINTENANCE OF INSURANCE.  The Servicer shall, at its own
cost and expense, during the term of its service as Servicer maintain in force
an insurance policy or financial guarantee bond to protect against losses due to
errors and omissions by the Servicer in the performance of its duties hereunder.
Such insurance policy or financial guarantee bond shall be in form and in an
amount as is generally customary among Persons which service a portfolio of
automobile retail installment sale contracts and which are generally regarded as
servicers acceptable to institutional investors.


                                    ARTICLE SIX

                                   THE DEPOSITOR

     SECTION 6.01.  COVENANTS OF THE DEPOSITOR.

          (a)   CORPORATE EXISTENCE.  During the term of this Agreement, the
Depositor will keep in full force and effect its existence, rights and
franchises as a corporation under the laws of the jurisdiction of its
incorporation and will obtain and preserve its qualification to do business in
each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Agreement, the other Transaction
Documents and each other instrument or agreement necessary or appropriate to the
proper administration of this Agreement and the transactions contemplated
hereby.

          (b)   ARM'S LENGTH TRANSACTIONS.  During the term of this Agreement,
all transactions and dealings between the Depositor and its Affiliates will be
conducted on an arm's-length basis.

          (c)   NO OTHER BUSINESS.  The Depositor shall not engage in any
business other than financing, purchasing, owning, selling and managing the
Contracts in the manner contemplated by this Agreement and the other Transaction
Documents and activities incidental thereto.

          (d)   NO BORROWING.  The Depositor shall not issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any
Indebtedness except for any Indebtedness permitted by or arising under the
Transaction Documents.  The proceeds of the Notes and the Certificates shall be
used exclusively to fund the Depositor's purchase of the Contracts and the other
assets specified in this Agreement and to pay the transactional expenses of the
Depositor.

          (e)   GUARANTEES, LOANS ADVANCES AND OTHER LIABILITIES.  Except as
otherwise contemplated by the Transaction Documents, the Depositor shall not
make any loan or advance or credit to, or guarantee (directly or indirectly or
by an instrument having the effect of assuming


                                       32
<PAGE>

another's payment or performance on any obligation or capability of so doing or
otherwise), endorse or otherwise become contingently liable, directly or
indirectly, in connection with the obligations, stocks or dividends of, or own,
purchase, repurchase or acquire (or agree contingently to do so) any stock,
obligations, assets or securities of, any other interest in, or make any capital
contribution to, any other Person.

          (f)   CAPITAL EXPENDITURES.  The Depositor shall not make any
expenditure (by long-term or operating lease or otherwise) for capital assets
(either realty or personalty).

          (g)   RESTRICTED PAYMENTS.  Except as permitted by the Transaction
Documents, the Depositor shall not, directly or indirectly, (i) pay any dividend
or make any distribution (by reduction of capital or otherwise), whether in
cash, property, securities or a combination thereof, to any owner of an equity
interest in the Depositor, (ii) redeem, purchase, retire or otherwise acquire
for value any such equity interest or (iii) set aside or otherwise segregate any
amounts for any such purpose.

     SECTION 6.02.  LIABILITY OF DEPOSITOR; INDEMNITIES.  The Depositor shall be
liable in accordance herewith only to the extent of the obligations specifically
undertaken by the Depositor under this Agreement.

     The Depositor shall indemnify, defend and hold harmless the Issuer, the
Owner Trustee, the Indenture Trustee and the Servicer from and against any taxes
that may at any time be asserted against any such Person with respect to the
transactions contemplated herein and in the other Transaction Documents,
including any sales, gross receipts, general corporation, tangible personal
property, Illinois personal property replacement privilege or license taxes
(but, in the case of the Issuer, not including any taxes asserted with respect
to, and as of the date of, the sale of the Contracts to the Issuer or the
issuance and original sale of the Securities, ownership of the Contracts, or
federal or other income taxes arising out of distributions on the Certificates
or the Notes) and costs and expenses in defending against the same.

     The Depositor shall indemnify, defend and hold harmless the Issuer, the
Owner Trustee, the Indenture Trustee and the Securityholders from and against
any loss, liability or expense incurred by reason of the Depositor's willful
misfeasance, bad faith or negligence in the performance of its duties under this
Agreement, or by reason of reckless disregard of its obligations and duties
under this Agreement.

     The Depositor shall indemnify, defend and hold harmless the Issuer, the
Owner Trustee and the Indenture Trustee from and against all costs, expenses,
losses, claims, damages and liabilities arising out of or incurred in connection
with the acceptance or performance of the trusts and duties herein and, in the
case of the Owner Trustee, in the Trust Agreement and, in the case of the
Indenture Trustee, in the Indenture, except to the extent that such cost,
expense, loss, claim, damage or liability  in the case of (i) the Owner Trustee
shall be due to the willful misfeasance, bad faith or negligence of the Owner
Trustee or shall arise from the breach by the Owner Trustee of any of its
representations or warranties set forth in SECTION 7.03 of the Trust Agreement,
or (ii) the Indenture Trustee, shall be due to the willful misfeasance, bad
faith or negligence of the Indenture Trustee.


                                       33
<PAGE>

     Indemnification under this Section shall include, without limitation,
reasonable fees and expenses of counsel and expenses of litigation.  If the
Depositor shall have made any indemnity payments pursuant to this Section and
the Person to or on behalf of whom such payments are made thereafter shall
collect any of such amounts from others, such Person shall promptly repay such
amounts to the Depositor, without interest.

     SECTION 6.03.  MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS
OF, DEPOSITOR; CERTAIN LIMITATIONS.

     Notwithstanding any other provision in this Section and any provision of
law, the Depositor shall not do any of the following:

          (i)   engage in any business or activity other than as set forth in
     its Articles of Incorporation;

          (ii)  without the affirmative vote of a majority of the members of
     the Board of Directors of the Depositor (which must include the affirmative
     vote of at least one duly appointed Independent director) (A) dissolve or
     liquidate, in whole or in part, or institute proceedings to be adjudicated
     bankrupt or insolvent, (B) consenting to the institution of bankruptcy or
     insolvency proceedings against it, (C) file a petition seeking or consent
     to reorganization or relief under any applicable federal or state law
     relating to bankruptcy, (D) consent to the appointment of a receiver,
     liquidator, assignee, trustee, sequestrator (or other similar official) of
     the corporation or a substantial part of its property, (E) make a general
     assignment for the benefit of creditors, (F) admit in writing its inability
     to pay its debts generally as they become due, or (G) take any corporate
     action in furtherance of the actions set forth in clauses (A) through (F)
     above; PROVIDED, HOWEVER, that no director may be required by any
     shareholder of the Depositor to consent to the institution of bankruptcy or
     insolvency proceedings against the Depositor so long as it is solvent; or

          (iii) merge or consolidate with any other corporation, company or
     entity or sell all or substantially all of its assets or acquire all or
     substantially all of the assets or capital stock or other ownership
     interest of any other corporation, company or entity.

     SECTION 6.04.  LIMITATION ON LIABILITY OF DEPOSITOR AND OTHERS.  The
Depositor and any director or officer or employee or agent of the Depositor may
rely in good faith on any document of any kind, prima facie properly executed
and submitted by any Person respecting any matters arising hereunder.  The
Depositor and any director or officer or employee or agent of the Depositor
shall be reimbursed by the Owner Trustee or the Indenture Trustee, as the case
may be, for any contractual damages, liability or expense incurred by reason of
the Owner Trustee's or the Indenture Trustee's willful misfeasance, bad faith or
negligence (except errors in judgment) in the performance of their respective
duties hereunder, or by reason of reckless disregard of their respective
obligations and duties hereunder.  The Depositor shall not be under any
obligation to appear in, prosecute or defend any legal action that shall not be
incidental to its obligations under this Agreement, and that in its opinion may
involve it in any expense or liability.


                                       34
<PAGE>

     SECTION 6.05.  DEPOSITOR NOT TO RESIGN.  Subject to the provisions of
SECTION 6.03, the Depositor shall not resign from the obligations and duties
hereby imposed on it as Depositor hereunder.

     SECTION 6.06.  DEPOSITOR MAY OWN NOTES OR CERTIFICATES.  The Depositor and
any Affiliate thereof may in its individual or any other capacity become the
owner or pledgee of Notes or Certificates with the same rights as it would have
if it were not the Depositor or an Affiliate thereof, except as expressly
provided herein or in any Transaction Document.  Notes or Certificates so owned
by or pledged to the Depositor or such Affiliate shall have an equal and
proportionate benefit under the provisions of this Agreement, without
preference, priority or distinction as among all of the Notes or Certificates,
as the case may be.


                                   ARTICLE SEVEN

                            DISTRIBUTIONS; RESERVE FUND

     SECTION 7.01.  FEES.  The Indenture Trustee shall be paid the Indenture
Trustee Fee and the Servicer shall be paid the Monthly Servicing Fee, each of
which shall be paid solely from the monies and in accordance with the priorities
described in SECTION 7.03.  No recourse may be had to the Seller, Depositor,
Trustees, Servicer, or any of their respective Affiliates in the event that
amounts available under SECTION 7.02 are insufficient for payment of the
Indenture Trustee Fee and the Monthly Servicing Fee.

     SECTION 7.02.  ADVANCES.  On each Determination Date, the Servicer shall
compute the amount of Delinquent Interest, and Delinquent Principal for the
immediately preceding Due Period.  Not later than each Determination Date, the
Servicer shall advance (each, an "ADVANCE") an amount equal to the Delinquent
Amounts for such Determination Date by depositing such amount in the Collection
Account; PROVIDED, HOWEVER, that the Servicer shall be obligated to advance in
respect of a Contract only to the extent that the Servicer, in its sole
discretion, expects that such advance would not be an Uncollectible Advance.
The Servicer shall indicate on each Monthly Report (i) the amount of Delinquent
Interest, if any, for the related Due Period, (ii) the amount of Delinquent
Principal, if any, for the related Due Period and (iii) the amount of the
Advance, if any, made by the Servicer in respect of the Delinquent Amounts
pursuant to this SECTION 7.02.  If the amount of such Advance is less than the
amount of the Delinquent Amounts, the relevant Monthly Report shall be
accompanied by a certificate of a Servicing Officer setting forth in reasonable
detail the basis for the determination by the Servicer that the portion of the
Delinquent Amounts not advanced would be an Uncollectible Advance.  By each
Determination Date, the Servicer shall determine the amount of prior
unreimbursed Advances for which it shall be entitled to be reimbursed (such
amount, the "REIMBURSEMENT AMOUNT").  The Servicer shall be entitled to be
reimbursed for an Advance made in respect of a delinquent payment under a
Contract on the earlier of (i) the Distribution Date following the Due Period in
which that delinquent payment was paid and (ii) the Distribution Date following
the Due Period in which that Contract became a Defaulted Contract.

     SECTION 7.03.  DISTRIBUTIONS.


                                       35

<PAGE>

     (a)  On each Distribution Date, the Indenture Trustee at the Servicer's
direction will make the following distributions in the following order of
priority:

          (i)    to the Servicer from Available Amounts, the Reimbursement
     Amount for Advances previously made;

          (ii)   to the Servicer from Available Amounts, the Servicing Fee,
     including any unpaid Servicing Fee with respect to one or more prior Due
     Periods;

          (iii)  to the Indenture Trustee from Available Amounts, any accrued
     and unpaid Indenture Trustee Fee with respect to one or more prior Due
     Periods;

          (iv)   to the Owner Trustee from Available Amounts, any accrued and
     unpaid Owner Trustee Fee with respect to one or more prior Due Periods;

          (v)    to the Note Distribution Account from Available Amounts,
     together with any amounts deposited therein pursuant to SECTION 7.04, the
     Note Interest Distributable Amount with respect to such Distribution Date
     for each Class of Notes;

          (vi)   except during any Lockout Period, to the Certificate
     Distribution Account from Available Amounts, together with any amounts
     deposited therein pursuant to SECTION 7.04, the Certificate Interest
     Distributable Amount with respect to such Distribution Date;

          (vii)  to the Note Distribution Account from Available Amounts,
     together with any amounts deposited therein pursuant to SECTION 7.04, the
     Note Principal Distributable Amount with respect to such Distribution Date;
     and

          (viii) to the Certificate Distribution Account from Available
     Amounts, together with any amounts deposited therein pursuant to SECTION
     7.04, the Certificate Principal Distributable Amount with respect to such
     Distribution Date.

     (b)  In the event that the distributions described in clauses (i) through
(vii) above have been funded exclusively from Available Amounts, the Indenture
Trustee will deposit any remaining Available Amounts  ("EXCESS AMOUNTS") into
the Reserve Fund in accordance with SECTION 7.04(d), until the amount on deposit
therein equals the Specified Reserve Fund Balance with respect to such
Distribution Date and the Indenture Trustee will pay any excess over such
Specified Reserve Fund Balance to the Depositor.

     SECTION 7.04.  RESERVE FUND.

     (a)  On or prior to the Closing Date, the Owner Trustee shall deposit the
Reserve Fund Initial Deposit into the Reserve Fund.  The Servicer shall
establish and maintain the Reserve Account as an Eligible Account at ___________
in the name of the Indenture Trustee for the benefit of the Securityholders.

     (b)  The Indenture Trustee shall at the written direction of the Servicer
invest the funds in the Reserve Fund in Qualified Eligible Investments.  Funds
in the Reserve Fund shall be


                                       36
<PAGE>

invested in investments that mature on or before the Business Day prior to each
Distribution Date. Once such funds are invested, the Indenture Trustee shall not
change the investment of such funds prior to maturity. Upon any such investment,
the Indenture Trustee shall, consistent with the definition of Qualified
Eligible Investment herein, make an appropriate notation of security interest in
such Qualified Eligible Investment on the Indenture Trustee's records, by book
entry or otherwise. All income and gain realized from any such investments as
well as any interest earned on Reserve Fund Deposits shall be deposited and
retained in the Reserve Fund (subject to SECTION 7.04(d)). Losses, if any,
realized on amounts in the Reserve Fund invested pursuant to this paragraph
shall first be credited against undistributed investment earnings on amounts in
the Reserve Fund invested pursuant to this paragraph, and shall thereafter be
deemed to reduce the amount on deposit in the Reserve Fund. The Depositor and
the Indenture Trustee shall not be liable for the amount of any loss incurred in
respect of any investment, or lack of investment, of funds held in the Reserve
Fund.

     (c)  On the Business Day immediately preceding each Distribution Date, the
Servicer shall instruct the Indenture Trustee in writing (based on the
information contained in the Monthly Report delivered on the related
Determination Date pursuant to SECTION 9.01) on such Distribution Date to
withdraw from the Reserve Account an amount equal to the Shortfall with respect
to such Distribution Date and apply such funds in the following order of
priority:  first, to the Note Distribution Account; the amount of such Shortfall
relating to the Note Interest Distributable Amount, second, to the Certificate
Distribution Account, the amount of such Shortfall relating to the Certificate
Interest Distributable Amount; third, to the Note Distribution Account, the
amount of such Shortfall relating to the Note Principal Distributable Amount;
and fourth, to the Certificate Distribution Account, the amount of such
Shortfall relating to the Certificate Principal Distributable Amount.  On each
Distribution Date, the Indenture Trustee shall withdraw funds from the Reserve
Fund and apply them in accordance with the Servicer's instructions.

     (d)  On each Distribution Date on which the amount on deposit in the
Reserve Fund (after giving effect to all deposits thereto and withdrawals
therefrom on such Distribution Date) is greater than the Specified Reserve Fund
Balance with respect to such Distribution Date the Indenture Trustee shall
withdraw such excess funds and pay them to the Depositor.

     SECTION 7.05.  REPURCHASES OF CONTRACTS FOR BREACH OF REPRESENTATIONS AND
WARRANTIES.

     Upon a discovery by the Servicer, the Depositor or the Trustees of a breach
of a representation or warranty of the Depositor as set forth in SECTION 3.01(a)
or of the Seller as set forth in EXHIBIT J hereto that materially adversely
affects the Issuer's interest in or collectibility of such Contract (without
regard to the benefits of the Reserve Fund), the party discovering the breach
shall give prompt written notice to the other parties; PROVIDED, that the
Trustees shall have no duty or obligation to inquire or to investigate the
breach by the Depositor or the Seller of any of such representations or
warranties.  Unless the breach shall have been cured by the last day of the Due
Period following the Due Period in which the Depositor becomes aware, or should
have become aware, or receives written notice from a Trustee or the Servicer of
such breach, the Depositor in accordance with this SECTION 7.05, shall
repurchase such Contract as of the last day of such Due Period at its Repurchase
Price, by depositing such Repurchase Price in the


                                       37
<PAGE>

Collection Account on the related Distribution Date. The repurchase obligation
described in this SECTION 7.05 is in no way to be satisfied with monies in the
Reserve Fund.

     SECTION 7.06.  REASSIGNMENT OF REPURCHASED CONTRACTS.  Upon receipt by the
Indenture Trustee for deposit in the Collection Account of the Repurchase Price
as described in SECTION 7.05 or SECTION 7.07, and upon receipt of a certificate
of a Servicing Officer in the form attached hereto as EXHIBIT G, the Indenture
Trustee shall release its lien on and the Owner Trustee shall assign to the
Seller all of the Issuer's right, title and interest in the repurchased Contract
without recourse, representation or warranty.

     SECTION 7.07.  SELLER'S REPURCHASE OPTION.  As provided in the Transfer and
Sale Agreement, on written notice to the Indenture Trustee at least 20 days
prior to a Distribution Date, and provided that the sum of (i) the aggregate
unpaid principal balance of the Class A-1 Notes, the Class A-2 Notes, the Class
A-3 Notes and the Class B Notes and (ii) the Certificate Balance on such
Distribution Date is less than 10% of the Aggregate Principal Balance as of the
Cutoff Date, the Seller, through the Depositor, may (but is not required to)
repurchase on that Distribution Date pursuant to the Transfer and Sale Agreement
all outstanding Contracts (and related Contract Assets) at a price equal to the
sum of (i) the aggregate unpaid principal balance of the Class A-1 Notes, the
Class A-2 Notes, the Class A-3 Notes and the Class B Notes and (ii) the
Certificate Balance as of that Distribution Date plus the aggregate of the Note
Interest Distributable Amount and the Certificate Interest Distributable Amount
for the current Distribution Date, the Reimbursement Amount (if any) as well as
accrued and unpaid Monthly Servicing Fees and the Indenture Trustee Fees to the
date of such repurchase.  Such price will be deposited in the Collection Account
not later than one (1) Business Day before such Distribution Date, against the
Trustees' release of the Contracts and the Contract Files to the Seller.


                                   ARTICLE EIGHT

                        SERVICER DEFAULT;  SERVICE TRANSFER

     SECTION 8.01.  SERVICER DEFAULT.  "Servicer Default" means the occurrence
of any of the following:

     (a)  Any failure by the Servicer (i) to make any payment or deposit
required to be made hereunder or (ii) to direct the Trustees to make any payment
or distribution required to be made hereunder and the continuance of either such
failure described in clauses (i) or (ii) above for a period of five (5) Business
Days after receipt of written notice from the Trustees or discovery by the
Servicer of such failure;

     (b)  Failure on the Servicer's part to observe or perform in any material
respect any covenant or agreement set forth herein (other than a covenant or
agreement, the breach of which is specifically addressed elsewhere in this
Agreement) which (i) materially and adversely affects the rights of the
Securityholders and (ii) continues unremedied for thirty (30) days after receipt
of written notice from the Trustees or by Noteholders of more than 25% of the
aggregate principal amount of the Class A-1 Notes, Class A-2 Notes and Class A-3
Notes, or, if there are no Class A-1 Notes, Class A-2 Notes or Class A-3 Notes
outstanding, by Noteholders of more


                                       38
<PAGE>

than 25% of the aggregate principal amount of the Class B Notes, or, if there
are no Notes outstanding, by Certificateholders of more than 25% of the
Certificate Balance;

     (c)  An involuntary case under any applicable bankruptcy, insolvency or
other similar law shall have been commenced in respect of the Servicer and shall
not have been dismissed within 60 days, or a court having jurisdiction in the
premises shall have entered a decree or order for relief in respect of the
Servicer in an involuntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, or appointing a receiver,
liquidator, assignee, custodian, trustee, sequestrator (or similar official) of
the Servicer, or for any substantial liquidation or winding up of its affairs;

     (d)  The Servicer shall have commenced a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or shall have consented to the entry of an order for relief in an
involuntary case under any such law, or shall have consented to the appointment
of or taking possession by a receiver, liquidator, assignee, trustee, custodian
or sequestrator (or other similar official) of the Servicer or for any
substantial part of its property, or shall have made any general assignment for
the benefit of its creditors, or shall have failed to, or admitted in writing
its inability to, pay its debts as they become due, or shall have taken any
corporate action in furtherance of the foregoing;

     (e)  Any representation, warranty or statement of the Servicer made in this
Agreement, or any certificate, report or other writing delivered pursuant hereto
shall prove to be incorrect in any material respect as of the time when the same
shall have been made and the incorrectness of such representation, warranty or
statement has a material adverse effect on the Securityholders and, within 30
days after written notice thereof shall have been given to the Servicer by the
Indenture Trustee or, if there are no Notes outstanding, the Owner Trustee or by
Noteholders of more than 25% of the aggregate principal amount of the Class A-1
Notes, Class A-2 Notes and Class A-3 Notes or, if there are no Class A-1 Notes,
Class A-2 Notes or Class A-3 Notes outstanding, by  Noteholders of more than 25%
of the aggregate principal amount of the Class B Notes, or, if there are no
Notes outstanding, by Certificateholders of more than 25% of the Certificate
Balance, the circumstances or condition in respect of which such representation,
warranty or statement was incorrect shall not have been eliminated or otherwise
cured.

     SECTION 8.02.  WAIVER OF SERVICER DEFAULT.  Noteholders representing more
than 50% of the outstanding balance of the Class A-1 Notes, the Class A-2 Notes
and the Class A-3 Notes, voting as a single class, or if there are no Class A-1
Notes, Class A-2 Notes or Class A-3 Notes outstanding, Noteholders representing
more than 50% of the outstanding balance of the Class B Notes or, if there are
no Notes outstanding, Certificateholders representing more than 50% of the
Certificate Balance, may, by written notice delivered to the parties hereto,
waive any Servicer Default other than a Servicer Default described in SECTION
8.01(a).

     SECTION 8.03.  SERVICE TRANSFER.  (a)  If a Servicer Default has occurred
and is continuing and has not been waived pursuant to SECTION 8.02, (x)
Noteholders representing more than 50% of the outstanding balance of the Class
A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, voting as a single
class, or if there are no Class A-1 Notes, Class A-2 Notes or Class A-3 Notes
outstanding, Noteholders representing more than 50% of the outstanding balance
of the Class B Notes or, if there are no Notes outstanding, Certificateholders
representing more than 50% of the


                                       39
<PAGE>

Certificate Balance or (y) the Indenture Trustee or, if there are no Notes
outstanding, the Owner Trustee may, by written notice delivered to the parties
hereto, terminate all (but not less than all) of the Servicer's management,
administrative, servicing, custodial and collection functions (such termination
being herein called a "SERVICE TRANSFER").

     (b)  Upon receipt of the notice required by SECTION 8.03(a) (or, if later,
on a date designated therein), all rights, benefits, fees, indemnities,
authority and power of the Servicer under this Agreement, whether with respect
to the Contracts, the Contract Files or otherwise, shall pass to and be vested
in the Indenture Trustee (the "SUCCESSOR SERVICER") pursuant to and under this
SECTION 8.03; and, without limitation, the Successor Servicer is authorized and
empowered to execute and deliver on behalf of the Servicer, as attorney-in-fact
or otherwise, any and all documents and other instruments, and to do any and all
acts or things necessary or appropriate to effect the purposes of such notice of
termination.  The Servicer agrees to cooperate with the Successor Servicer in
effecting the termination of the responsibilities and rights of the Servicer
hereunder, including, without limitation, the transfer to the Successor Servicer
for administration by it of all cash amounts which shall at the time be held by
the Servicer for deposit, or have been deposited by the Servicer, in the
Collection Account, or for its own account in connection with its services
hereafter or thereafter received with respect to the Contracts.  The Servicer
shall transfer to the Successor Servicer all records held by the Servicer
relating to the Contracts in such electronic form as the Successor Servicer may
reasonably request and (ii) any Contract Files in the Servicer's possession.  In
addition, the Servicer shall permit access to its premises (including all
computer records and programs) to the Successor Servicer or its designee, and
shall pay the reasonable transition expenses of the Successor Servicer.  Upon a
Service Transfer, the Successor Servicer shall also be entitled to receive the
Monthly Servicing Fee for performing the obligations of the Servicer.

     SECTION 8.04.  SUCCESSOR SERVICER TO ACT; APPOINTMENT OF SUCCESSOR
SERVICER.  On or after a Service Transfer pursuant to SECTION 8.03, the
Successor Servicer shall be the successor in all respects to the Servicer in its
capacity as servicer under this Agreement and the transactions set forth or
provided for herein and shall be subject to all the responsibilities, duties and
liabilities relating thereto placed on the Servicer by the terms and provisions
hereof, and the terminated Servicer shall be relieved of such responsibilities,
duties and liabilities arising after such Service Transfer; PROVIDED, HOWEVER,
that (i) the Successor Servicer will not assume any obligations of the Servicer
described in SECTION 8.08 and (ii) the Successor Servicer shall not be liable
for any acts or omissions of the Servicer occurring prior to such Service
Transfer or for any breach by the Servicer of any of its representations and
warranties contained herein or in any related document or agreement.
Notwithstanding the above, if the Successor Servicer is legally unable or
unwilling to act as Servicer, it may appoint or petition a court of competent
jurisdiction to appoint, an established financial institution (x) having a net
worth of not less than $100,000,000 as of the last day of the most recent fiscal
quarter for such institution and (y) whose regular business shall include the
servicing of automobile receivables, to act as Servicer.  As compensation
therefor, the Successor Servicer shall be entitled to receive reasonable
compensation equal to the Monthly Servicing Fee.  The Trustees and such
Successor Servicer shall take such action, consistent with this Agreement, as
shall be necessary to effectuate any such succession.  To the extent the
terminated Servicer has made Advances, it shall be entitled to reimbursement of
the same notwithstanding its termination hereunder, to the same extent as if it
had continued to service the Contracts hereunder.


                                       40
<PAGE>

     SECTION 8.05.  NOTIFICATION TO CERTIFICATEHOLDERS.  (a)  Promptly following
the occurrence of any Servicer Default, the Servicer shall give written notice
thereof to the Trustees, the Depositor and each Rating Agency at the addresses
described in SECTION 11.04.  The Indenture Trustee shall give written notice
thereof to the Noteholders and the Owner Trustee shall give written notice
thereof to the Certificateholders at their respective addresses appearing on the
Note Register and the Certificate Register, respectively.

     (b)  Within 10 days following any termination or appointment of a Successor
Servicer pursuant to this ARTICLE VIII, the Indenture Trustee shall give written
notice thereof to each Rating Agency and the Depositor at the addresses
described in SECTION 11.04 and to the Noteholders at their addresses appearing
on the Note Register and the Owner Trustee shall give written notice to the
Certificateholders at their addresses appearing in the Certificate Register.

     SECTION 8.06.  EFFECT OF TRANSFER.  (a)  After a Service Transfer, the
terminated Servicer shall have no further obligations with respect to the
management, administration, servicing, custody or collection of the Contracts
and the Successor Servicer appointed pursuant to SECTION 8.04 shall have all of
such obligations, except that the terminated Servicer will transmit or cause to
be transmitted directly to the Successor Servicer for its own account, promptly
on receipt and in the same form in which received, any amounts (properly
endorsed where required for the Successor Servicer to collect them) received as
payments upon or otherwise in connection with the Contracts.

     (b)  A Service Transfer shall not affect the rights and duties of the
parties hereunder (including but not limited to the indemnities of the Servicer)
other than those relating to the management, administration, servicing, custody
or collection of the Contracts.

     SECTION 8.07.  DATABASE FILE.  The Servicer will provide the Successor
Servicer with a magnetic tape containing the database file for each Contract (i)
as of the Cutoff Date, (ii) thereafter, as of the last day of the preceding Due
Period on each Determination Date prior to a Servicer Default and (iii) on and
as of the Business Day before the actual commencement of servicing functions by
the Successor Servicer following the occurrence of a Servicer Default.

     SECTION 8.08.  SUCCESSOR SERVICER INDEMNIFICATION.  The Servicer shall
defend, indemnify and hold the Successor Servicer and any officers, directors,
employees or agents of the Successor Servicer harmless against any and all
claims, losses, penalties, fines, forfeitures, legal fees and related costs,
judgments and any other costs, fees, and expenses that the Successor Servicer
may sustain in connection with the claims asserted at any time by third parties
against the Successor Servicer which result from (i) any willful or grossly
negligent act taken or omission by the Servicer or (ii) a breach of any
representations of the Servicer in SECTION 3.02.  The indemnification provided
by this SECTION 8.08 shall survive the termination of this Agreement.

     SECTION 8.09.  RESPONSIBILITIES OF THE SUCCESSOR SERVICER.  The Successor
Servicer will not be responsible for delays attributable to the Servicer's
failure to deliver information, defects in the information supplied by the
Servicer or other circumstances beyond the control of the Successor Servicer.


                                       41
<PAGE>

     The Successor Servicer will make arrangements with the Servicer for the
prompt and safe transfer of, and the Servicer shall provide to the Successor
Servicer, all necessary servicing files and records, including (as deemed
necessary by the Successor Servicer at such time): (i) microfiche loan
documentation, (ii) servicing system tapes, (iii) Contract payment history, (iv)
collections history and (v) the trial balances, as of the close of business on
the day immediately preceding conversion to the Successor Servicer, reflecting
all applicable loan information.

     The Successor Servicer shall have no responsibility and shall not be in
default hereunder nor incur any liability for any failure, error, malfunction or
any delay in carrying out any of its duties under this Agreement if any such
failure or delay results from the Successor Servicer acting in accordance with
information prepared or supplied by a Person other than the Successor Servicer
or the failure of any such Person to prepare or provide such information.  The
Successor Servicer shall have no responsibility, shall not be in default and
shall incur no liability (i) for any act or failure to act by any third party,
including the Servicer, the Depositor or the Trustees or for any inaccuracy or
omission in a notice or communication received by the Successor Servicer from
any third party or (ii) which is due to or results from the invalidity,
unenforceability of any Contract with applicable law or the breach or the
inaccuracy of any representation or warranty made with respect to any Contract.

     SECTION 8.10.  LIABILITY OF SERVICER; INDEMNITIES.  (a)  The Servicer shall
indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture
Trustee and the Securityholders from and against any loss, liability or expense
incurred by reason of the Servicer's willful misfeasance, bad faith or gross
negligence (other than errors in judgment) in the performance of its duties
under this Agreement, or by reason of reckless disregard of its obligations and
duties under this Agreement or as a result of any breach of the Servicer's
covenants set forth in clauses (i) through (iv) of SECTION 5.06(f) or in
SECTION 5.06(e).

     (b)  The Servicer shall defend, indemnify, and hold harmless the Issuer,
the Owner Trustee, the Indenture Trustee and the Securityholders from and
against any and all costs, expenses, losses, damages, claims, and liabilities,
arising out of or resulting from the use, ownership, or operation by the
Servicer or any Affiliate thereof of a Financed Vehicle.

     (c)  The Servicer shall indemnify, defend, and hold harmless the Issuer,
the Owner Trustee and the Indenture Trustee from and against any taxes that may
at any time be asserted against the Issuer with respect to the transactions
contemplated in this Agreement, including, without limitation, any sales, gross
receipts, general corporation, tangible or intangible personal property,
privilege, or license taxes (but not including any taxes asserted with respect
to, and as of the date of, the sale of the Contracts to the Issuer or the
issuance and original sale of the Notes or the Certificates, or asserted with
respect to ownership of the Contracts or federal, state or other income taxes,
including franchise taxes measured by net income) arising out of distributions
on the Notes or the Certificates and costs and expenses in defending against the
same.

     (d)  Indemnification under this Section shall include, without limitation,
reasonable fees and expenses of counsel and expenses of litigation.  If the
Servicer shall have made any indemnity payments pursuant to this Section and the
Person to or on behalf of whom such payments are made thereafter shall collect
any of such amounts from others, such Person shall promptly repay such amounts
to the Servicer, without interest.


                                       42
<PAGE>

     SECTION 8.11.  LIMITATION OF LIABILITY OF SERVICER.

     (a)  Neither the Servicer nor any of the directors, officers, employees or
agents of the Servicer shall be under any liability to the Issuer, the Owner
Trustee, the Indenture Trustee, the Certificateholders or the Noteholders,
except as provided under this Agreement, for any action taken or for refraining
from the taking of any action pursuant to this Agreement or for errors in
judgment; PROVIDED, HOWEVER, that this provision shall not protect the Servicer
or any such person against any liability that would otherwise be imposed by
reason of willful misfeasance, bad faith or negligence in the performance of
duties or by reason of reckless disregard of obligations and duties under this
Agreement. The Servicer and any director, officer, employee or agent of the
Servicer may rely in good faith on the advice of counsel or on any document of
any kind, prima facie properly executed and submitted by any Person respecting
any matters arising under this Agreement.

     (b)  Except as provided in this Agreement, the Servicer shall not be under
any obligation to appear in, prosecute or defend any legal action that shall not
be incidental to its duties to service the Contracts in accordance with this
Agreement, and that in its opinion may cause it to incur any expense or
liability; PROVIDED, HOWEVER, that the Servicer may undertake any reasonable
action that it may deem necessary or desirable in respect of the Transaction
Documents and the rights and duties of the parties to the Transaction Documents
and the interests of the Certificateholders under the Trust Agreement and the
Noteholders under the Indenture. In such event, the legal expenses and costs of
such action and any liability resulting therefrom shall be expenses, costs and
liabilities of the Servicer and the Servicer will not be entitled to be
reimbursed therefor.

     SECTION 8.12.  MERGER OR CONSOLIDATION OF SERVICER.  Any Person into which
the Servicer may be merged or consolidated, or any corporation, or other entity
resulting from any merger conversion or consolidation to which the Servicer
shall be a party, or any Person succeeding to all or substantially all of the
business of the Servicer (which Person assumes the obligations of the Servicer),
shall be the successor of the Servicer hereunder, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.  The Servicer shall give prior
written notice of any such merger or consolidation to which it is a party to the
Issuer, the Owner Trustee, the Indenture Trustee and the Rating Agencies.

     SECTION 8.13.  SERVICER NOT TO RESIGN.  Subject to the provisions of
SECTION 8.03, Servicer shall not resign from the obligations and duties hereby
imposed on it as Servicer under this Agreement except upon determination that
the performance of its duties under this Agreement shall no longer be
permissible under applicable law.  Notice of any such determination permitting
the resignation of Servicer shall be communicated to the Owner Trustee and the
Indenture Trustee at the earliest practicable time (and, if such communication
is not in writing, shall be confirmed in writing at the earliest practicable
time) and any such determination shall be evidenced by an Opinion of Counsel to
such effect delivered to the Owner Trustee and the Indenture Trustee
concurrently with or promptly after such notice. No such resignation shall
become effective until the Indenture Trustee shall have assumed the
responsibilities and rights of the predecessor Servicer in accordance with
SECTION 8.04.


                                       43
<PAGE>

     SECTION 8.14.  APPOINTMENT OF SUBSERVICER.  So long as Premier Auto
Finance, Inc. acts as the  Servicer, the Servicer may at any time without notice
or consent (a) subcontract substantially all its duties under this Agreement to
any corporation more than 50% of the voting stock of which is owned, directly or
indirectly, by Aon Corporation or (b) perform specific duties as servicer under
this Agreement through other subcontractors; PROVIDED, HOWEVER, that, in each
case, no such delegation or subcontracting shall relieve the Servicer of its
responsibilities with respect to such duties as to which the Servicer shall
remain primarily responsible with respect thereto.


                                    ARTICLE NINE

                                      REPORTS

     SECTION 9.01.  MONTHLY REPORTS.  No later than 10:00 a.m. Chicago, Illinois
time on each Determination Date, the Servicer shall cause the Trustees and each
Rating Agency to receive a "MONTHLY REPORT" substantially in the form of EXHIBIT
I hereto.

     SECTION 9.02.  OFFICER'S CERTIFICATE.  On or before [_______] of each year,
the Servicer shall deliver to each Trustee and Rating Agency a certificate of a
Servicing Officer substantially in the form of EXHIBIT C, certifying the
accuracy of the Monthly Reports delivered during the preceding year and that no
Servicer Default or event that with notice or lapse of time or both would become
a Servicer Default has occurred, or if such event has occurred and is
continuing, specifying the event and its status.

     SECTION 9.03.  OTHER DATA.  In addition, the Depositor and the Servicer
shall, upon the request of the Trustees, Moody's or Standard & Poor's, furnish
the Trustees, Moody's or Standard & Poor's, as the case may be, such underlying
data as may be reasonably requested.

     SECTION 9.04.  ANNUAL REPORT OF ACCOUNTANTS.

     (a)  The Servicer shall cause a firm of nationally recognized independent
certified public accountants (the "INDEPENDENT ACCOUNTANTS"), who may also
render other services to the Servicer, the Seller or to the Depositor, to
deliver to the Trustees and each Rating Agency, on or before March 31 (or 90
days after the end of the Servicer's fiscal year, if other than December 31) of
each year, beginning on [                 ], 2001, with respect to the twelve
months ended the immediately preceding December 31 (or other applicable date), a
statement (the "ACCOUNTANT'S REPORT") addressed to the Board of Directors of the
Servicer and to the Trustees to the effect that such firm has audited the
financial statements of the direct or indirect parent of the Servicer and issued
its report thereon and that such audit:

          (1)   was made in accordance with generally accepted auditing
     standards, and accordingly included such tests of the accounting records
     and such other auditing procedures as such firm considered necessary in the
     circumstances;

          (2)   included an examination of documents and records relating to
     the servicing of motor vehicle installment sale contracts under pooling and
     servicing agreements substantially similar to one another (such statement
     to have attached thereto a


                                       44
<PAGE>

     schedule setting forth the pooling and servicing agreements covered
     thereby, including this Agreement);

          (3)   included an examination of the delinquency and loss statistics
     relating to the Servicer's portfolio of motor vehicle installment sale
     contracts; and

          (4)   except as described in the statement, disclosed no exceptions
     or errors in the records relating to motor vehicle loans serviced for
     others that, in the firm's opinion, generally accepted auditing standards
     requires such firm to report.

The Accountant's Report shall further state that:

          (1)   a review in accordance with agreed upon procedures was made of
     one randomly selected Monthly Report; and

          (2)   except as disclosed in the Report, no exceptions or errors in
     the Monthly Report so examined were found.

     (b)  The Accountant's Report shall also indicate that the firm is
independent of the Seller and the Servicer and the Servicer's direct or indirect
parent within the meaning of the Code of Professional Ethics of the American
Institute of Certified Public Accountants.

     SECTION 9.05.  ANNUAL STATEMENT OF COMPLIANCE FROM SERVICER.  The Servicer
will deliver to the Trustees and each of the Rating Agencies, on or before
January 31 of each year commencing January 31, 2001, an Officer's Certificate
stating that (a) a review of the activities of the Servicer during the prior
calendar year and of its performance under this Agreement was made under the
supervision of the officer signing such certificate and (b) to such officer's
knowledge, based on such review, the Servicer has fully performed all its
obligations under this Agreement, or, if there has been a default in the
performance of any such obligation, specifying each such default known to such
officer and the nature and status thereof.  A copy of such certificate may be
obtained by any Securityholder by a request in writing to the Indenture Trustee
or Owner Trustee.

     SECTION 9.06.  MONTHLY REPORTS TO SECURITYHOLDERS.  (a)  On or before each
Determination Date, the Servicer shall prepare and, concurrently with each
distribution to Certificateholders and Noteholders, deliver to the Trustees and
the Trustees shall cause to be delivered and mailed to each Noteholder and each
Certificateholder at the addresses appearing on the Note Register and
Certificate Register, respectively, a statement as of the related Distribution
Date setting forth (the "MONTHLY REPORT"):

          (i)    the amount of distribution allocable to principal of each Class
     of the Notes and the amount of distribution allocable to the Certificate
     Balance;

          (ii)   the amount of the distribution allocable to interest on each
     Class of Notes and the amount of Certificateholder's interest distribution;


                                       45
<PAGE>

          (iii)  the amount of fees payable on such Distribution Date,
     separately identifying the Monthly Servicing Fee, the Owner Trustee Fee and
     the Indenture Trustee Fee;

          (iv)   the amount of any Note Interest Carryover Shortfall, Note
     Principal Carryover Shortfall, Certificate Interest Carryover Shortfall and
     Certificate Principal Carryover Shortfall for the next succeeding
     Distribution Date and the change in such amounts from those with respect to
     such Distribution Date;

          (v)    the outstanding principal amount and Note Factor for each Class
     of Notes and the Certificate Balance and Certificate Factor, in each case
     as of such Distribution Date each after giving effect to the distribution
     of principal to each Class of Notes and the Certificates;

          (vi)   the amount of the distributions described in (i) or (ii) above
     payable with funds withdrawn from the Reserve Fund and the amount remaining
     in the Reserve Fund after giving effect to all deposits and withdrawals
     from the Reserve Fund on such date;

          (vii)  the amount otherwise distributable to the Class B Notes or the
     Certificates that has instead been distributed to one or more senior Class
     of Notes on such Distribution Date;

          (viii) the amount of Advances made by the Servicer in respect of
     the related Contracts and the related Due Period and the amount of
     unreimbursed Advances in respect of the related Contracts determined by the
     Servicer to be a Defaulted Contract; and

          (ix)   the Aggregate Principal Balance as of the end of the
     immediately preceding Due Period.

     (b)  Within the prescribed period of time for tax reporting purposes after
the end of each calendar year, the Servicer shall prepare and the Indenture
Trustee and Owner Trustee, respectively, shall mail to each Noteholder or
Certificateholder of record at any time during such year a report as to the
aggregate amounts reported pursuant to subsections (i), (ii), (iii) and (iv) of
this Section, attributable to such Noteholder or Certificateholder.


                                    ARTICLE TEN

                                    TERMINATION

     SECTION 10.01. TERMINATION.

     (a)  NOTICE.  As described in Article NINE of the Trust Agreement, notice
of any termination of the Issuer shall be given by the Servicer to the Owner
Trustee and the Indenture Trustee as soon as practicable after the Servicer has
received notice thereof.


                                       46
<PAGE>

     (b)  DURATION OF THE POSITION OF THE INDENTURE TRUSTEE FOR THE BENEFIT OF
CERTIFICATEHOLDERS. Notwithstanding (i) the earlier payment in full of all
principal and interest due to the Noteholders under the terms of the Notes of
each Class, (ii) the cancellation of the Notes pursuant to Section 2.08 of the
Indenture and (iii) the discharge of the Indenture Trustee's duties under the
Indenture with respect to the Notes, the Indenture Trustee shall continue to act
in the capacity of the Indenture Trustee under the Indenture for the benefit of
the Certificateholders, and the Indenture Trustee, for the benefit of the
Certificateholders, shall comply with its obligations hereunder, as appropriate,
until such time as all distributions in respect of the Certificate Balance and
interest due to the Certificateholders have been paid in full.


                                   ARTICLE ELEVEN

                                   MISCELLANEOUS

     SECTION 11.01. AMENDMENT.

     (a)  This Agreement may be amended from time to time by the Depositor, the
Servicer, the Indenture Trustee and the Owner Trustee on behalf of the Issuer,
collectively, with notice to each Rating Agency, but without the consent of any
of the Securityholders, to correct manifest error, to cure any ambiguity, to
correct or supplement any provisions herein which may be ambiguous or
inconsistent with any other provision herein or in any other Transaction
Document, as the case may be, or to add any other provisions with respect to
matters or questions arising under this Agreement that shall not be inconsistent
with the provisions of this Agreement; PROVIDED, HOWEVER that any such action
shall not, as evidenced by an Opinion of Counsel, materially and adversely
affect the interests of any Securityholder.

     (b)  This Agreement may also be amended from time to time by the Depositor,
the Servicer, the Indenture Trustee and the Owner Trustee on behalf of the
Issuer, with the consent of the Noteholders of more than 50% of the aggregate
principal amount of the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes or,
if there are no Class A-1 Notes, Class A-2 Notes or Class A-3 Notes outstanding,
with the consent of the Noteholders of more than 50% of the aggregate principal
amount of the Class B Notes or, if there are no Notes outstanding, with the
consent of Certificateholders of more than 50% of the Certificate Balance, for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Agreement or of modifying in any manner the rights
of the Noteholders or the Certificateholders; PROVIDED, HOWEVER, that no such
amendment shall (x) increase or reduce in any manner the amount of, or
accelerate or delay the timing of, collections of payments on the Contracts or
distributions which are required to be made on any Note or Certificate, (y)
change the interest rate on any Notes or Certificates which such change
adversely affects the priority of payment of principal or interest made to the
Noteholders or Certificateholders or (z) reduce the aforesaid percentage
required to consent to any such amendment, without the consent of the
Noteholders and Certificateholders then outstanding; and PROVIDED, FURTHER, that
no such amendment or consent shall be effective unless each Rating Agency
delivers written confirmation that such amendment or consent will not cause its
then-current rating on any Class of Notes or Certificates to be qualified,
reduced or withdrawn.


                                       47
<PAGE>

     (c)  Promptly after the execution of any amendment or consent, the
Indenture Trustee shall furnish written notification of the substance of such
amendment or consent, together with a copy thereof, to each Rating Agency.

     (d)  Promptly after the execution of any such amendment or consent, the
Owner Trustee and the Indenture Trustee, as the case may be, shall furnish
written notification of the substance of such amendment or consent to each
Certificateholder and Noteholder, respectively.  It shall not be necessary for
the consent of Noteholders and Certificateholders pursuant to SECTION 11.01(b)
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 of evidencing the authorization by
Noteholders and Certificateholders of the execution thereof shall be subject to
such reasonable requirements as the Trustees may prescribe.

     (e)  Prior to the execution of any amendment to this Agreement, 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.  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.

     (f)  Upon the execution of any amendment or consent pursuant to this
SECTION 11.01, this Agreement shall be modified in accordance therewith, and
such amendment or consent shall form a part of this Agreement for all purposes,
and every holder of Notes and Certificates theretofore or thereafter issued
hereunder shall be bound thereby.

     SECTION 11.02. PROTECTION OF TITLE TO ISSUER.

     (a)  The Servicer shall execute and file such financing statements and
cause to be executed and filed such continuation statements, all in such manner
and in such places as may be required by law fully to preserve, maintain and
protect the interest of the Issuer, the Securityholders and the Indenture
Trustee in the Contracts and in the proceeds thereof.  The Servicer shall
deliver (or cause to be delivered) to the Owner Trustee and the Indenture
Trustee file-stamped copies of, or filing receipts for, any document filed as
provided above, as soon as available following such filing.

     (b)  Neither the Seller, the Depositor nor the Servicer shall change its
name, identity or corporate structure in any manner that would, could or might
make any financing statement or continuation statement filed in accordance with
SECTION 4.02 seriously misleading within the meaning of Section 9-402(7) of the
UCC, unless it shall have given the Issuer, the Owner Trustee and the Indenture
Trustee at least 30 days' prior written notice thereof and shall have promptly
filed appropriate amendments to all previously filed financing statements or
continuation statements.

     (c)  The Seller, the Depositor and the Servicer shall give the Issuer, the
Owner Trustee and the Indenture Trustee at least 30 days' prior written notice
of any relocation of the principal executive office of Premier Auto Finance,
Inc., the Depositor and the Servicer (in the case of notice provided by the
Servicer) if, as a result of such relocation, the applicable provisions of the
UCC would require filing of any amendment of any previously filed financing or
continuation statement or of any new financing statement and shall promptly file
any such amendment or new


                                       48

<PAGE>

financing statement. The Servicer shall at all times maintain each office from
which it shall service Contracts, and its principal executive office, within the
United States.

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

     (e)  The Servicer shall maintain or cause to be maintained its computer
systems so that, from and after the time of sale under this Agreement of the
Contracts, the Servicer's master computer records (including any backup
archives) that shall refer to a Contract indicate clearly the interest of the
Issuer and the Indenture Trustee in such Contract and that such Contract is
owned by the Issuer and has been pledged to the Indenture Trustee.  Indication
of the Issuer's ownership of and the Indenture Trustee's interest in a Contract
shall be deleted from or modified on the Servicer's computer systems when, and
only when, the related Contract shall have been paid in full or repurchased or
shall have become a Defaulted Contract.

     (f)  If at any time the Depositor or the Servicer shall propose to sell,
grant a security interest in, or otherwise transfer any interest in motor
vehicle retail installment sale contracts to any prospective purchaser, lender
or other transferee, the Servicer shall give or cause to be given to such
prospective purchaser, lender or other transferee computer tapes, records or
print-outs (including any restored from back-up archives) that, if they shall
refer in any manner whatsoever to any Contract, shall indicate clearly that such
Contract has been sold and is owned by the Issuer and has been pledged to the
Indenture Trustee.

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

     (h)  Upon request, the Servicer shall furnish to the Owner Trustee and the
Indenture Trustee, within five Business Days, a list of all Contracts then held
as part of the Trust Estate, together with a reconciliation of such list to the
List of Contracts and to each of the Monthly Reports furnished before such
request indicating removal of Contracts from the Issuer.

     (i)  The Servicer shall deliver to the Owner Trustee, the Indenture Trustee
and each Rating Agency upon the execution and delivery of this Agreement and
promptly after the execution and delivery of each amendment hereto, an Opinion
of Counsel either (A) stating that, in the opinion of such counsel, all
financing statements and continuation statements have been executed and filed
that are necessary fully to preserve and protect the interest of the Owner
Trustee and the Indenture Trustee and reciting the details of each filings or
referring to prior Opinions of Counsel in which such details are given, or (B)
stating that, in the opinion of such counsel, no such action shall be necessary
to preserve and protect such interest.

     SECTION 11.03. GOVERNING LAW.  This Agreement shall be construed in
accordance with the laws of the State of Illinois and the obligations, rights,
and remedies of the parties under the


                                       49

<PAGE>

Agreement shall be determined in accordance with such laws, except that the
duties of the Owner Trustee shall be governed by the laws of the State of
Delaware.

     SECTION 11.04. NOTICES.  All notices, demands, certificates, requests and
communications hereunder ("notices") shall be in writing and shall be effective
(a) upon receipt when sent through the U.S. mails, registered or certified mail,
return receipt requested, postage prepaid, with such receipt to be effective the
date of delivery indicated on the return receipt, or (b) one Business Day after
delivery to an overnight courier, or (c) on the date personally delivered to an
Authorized Officer of the party to which sent, or (d) on the date transmitted by
legible telecopier transmission with a confirmation of receipt, in all cases
addressed to the recipient as follows:

                (i)   If to the Servicer or Seller:

                      Premier Auto Finance, Inc.
                      230 West Monroe Street
                      Chicago, Illinois  60606
                      Attention:  Charles Bradford Wolfe

                      Telecopier No.: (312) [          ]

                (ii)  If to the Depositor:

                      Dealer Auto Receivables Corp.
                      230 West Monroe Street
                      Chicago, Illinois  60606
                      Attention:  Charles Bradford Wolfe

                      Telecopier No.: (312) [          ]

                (iii) If to the Indenture Trustee:

                      The Bank of New York
                      Attention:

                      Telecopier No.: [                ]

                (iv)  If to the Owner Trustee:

                      Attention:


                      Telecopier No.: [                ]

                 (v)  If to Moody's:

                      Moody's Investors Service, Inc.
                      99 Church Street


                                       50
<PAGE>

                      New York, New York 10007
                      Attention: ABS Monitoring Department

                      Telecopier No.: (212) 553-1350

                (vi)  If to Standard & Poor's:

                      Standard & Poor's Ratings Services, A
                      Division of The McGraw Hill Companies
                      55 Water Street
                      New York, New York 10004

                      Telecopier No.: (212) 438-2657

                (vii) If to the Underwriters:

                      Chase Securities Inc.
                      [                        ]

Each party hereto may, by notice given in accordance herewith to each of the
other parties hereto, designate any further or different address to which
subsequent notices shall be sent.

     SECTION 11.05. SEVERABILITY OF PROVISIONS.  If one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Notes or
Certificates or the rights of the Holders thereof.

     SECTION 11.06. THIRD PARTY BENEFICIARIES.  This Agreement will inure to the
benefit of and be binding upon the parties hereto, and their respective
successors and permitted assigns.  The Administrator and the Owner Trustee,
individually and on behalf of the Certificateholders are third-party
beneficiaries to this Agreement and are entitled to the rights and benefits
hereunder and may enforce the provisions hereof as if it were a party hereto.
Except as otherwise provided in this Agreement, no other person will have any
right or obligation hereunder.

     SECTION 11.07. COUNTERPARTS.  This Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall together
constitute but one and the same instrument.

     SECTION 11.08. 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 11.09. LIMITATION OF LIABILITY OF OWNER TRUSTEE AND INDENTURE
TRUSTEE.

     (a)  Notwithstanding anything contained herein to the contrary, this
instrument has been countersigned by __________________, not in its individual
capacity but solely in its


                                       51

<PAGE>

capacity as Owner Trustee of the Issuer, and in no event shall
_____________________ in its individual capacity or any beneficial owner of the
Issuer have any liability for the representations, warranties, covenants,
agreements or other obligations of the Issuer hereunder, as to all of which
recourse shall be had solely to the assets of the Issuer. For all purposes of
this Agreement, in the performance of any duties or obligations of the Issuer
hereunder, the Owner Trustee shall be subject to, and entitled to the benefits
of, the terms and provisions of ARTICLES SIX, SEVEN and EIGHT of the Trust
Agreement.

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

                              [signature page follows]







                                       52
<PAGE>

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

                         DEALER AUTO RECEIVABLES OWNER TRUST
                         2000-1

                              By:  ___________________, not in its individual
                                   capacity but solely as Owner Trustee on
                                   behalf of the Issuer


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

                         DEALER AUTO RECEIVABLES CORP.


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


                         PREMIER AUTO FINANCE, INC., as Servicer


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


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


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


<PAGE>

                                   EXHIBIT A

                              [Form of Assignment]

     In accordance with the Sale and Servicing Agreement (the "SALE AND
SERVICING AGREEMENT") dated as of [                 ], 2000 made by and between
the undersigned, as Depositor  ("DEPOSITOR"), Premier Auto Finance, Inc., as
Servicer, The Bank of New York, as Indenture Trustee and Dealer Auto Receivables
Owner Trust 2000-1 (the "TRUST"), as assignee thereunder, the undersigned does
hereby sell, transfer, convey and assign, set over and otherwise convey to the
Trust  (i) all the right, title and interest of the Depositor in and to the
Contracts listed on the List of Contracts in effect on the Closing Date
(including, without limitation, all security interests and all rights to receive
scheduled payments and prepayments which are collected pursuant thereto on or
after the Cutoff Date, including any liquidation proceeds therefrom, but
excluding any rights to receive scheduled payments due on or after, but received
prior to, the Cutoff Date), (ii) all security interests in each Financed
Vehicle, (iii) all rights of the Depositor to proceeds from any claims on theft,
physical damage, credit life or disability insurance or other individual
insurance policy relating to any such Contract, an Obligor or a Financed vehicle
securing such Contract, (iv) all documents contained in the related Contract
Files, (v) all rights (but not the obligations) of the Depositor against any
originating dealer or third party (i.e. the originators of the Contracts) under
any agreements between the Seller and such originating dealers or other third
party, (vi) all rights of the Depositor in the Lockbox, the Lockbox Account and
related Lockbox Agreement to the extent they relate to such Contracts, (vii) any
rebates of premiums and other amounts relating to insurance policies, extended
service contracts, other repair agreements or any other items financed under
such Contract, (viii) all rights (but not the obligations) of the Depositor
under the Transfer and Sale Agreement, including but not limited to the
Depositor's rights under ARTICLE V thereof, (ix) all rights of the Depositor
under the Performance Guarantee, (x) the remittances, deposits and payments made
into the Trust Accounts from time to time and amounts in the Trust Accounts
(other than the Reserve Fund) from time to time (and any investments of such
amounts), and (xi) all proceeds and products of the foregoing.

     This Assignment is made pursuant to and in reliance upon the representation
and warranties on the part of the undersigned contained in Article III of the
Sale and Servicing Agreement and no others.

     Capitalized terms used herein but not otherwise defined shall have the
meanings assigned to such terms in the Sale and Servicing Agreement.

     IN WITNESS WHEREOF, the undersigned has caused this Assignment to be duly
executed this _____ day of [___________], 2000.

                         DEALER AUTO RECEIVABLES CORP.

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


                                      A-1

<PAGE>

                                     EXHIBIT B

                     [Form of Closing Certificate of Depositor]

                           DEALER AUTO RECEIVABLES CORP.

                              PRESIDENT'S CERTIFICATE

[Reserved]

<PAGE>

                                     EXHIBIT C

                  [Form of Closing Certificate of Servicer/Seller]

                             PREMIER AUTO FINANCE, INC.

                              PRESIDENT'S CERTIFICATE

 [Reserved]

<PAGE>

                                     EXHIBIT D

                     [Form of Opinion of Counsel for Depositor
                        Regarding General Corporate Matters
                          (Including Perfection Opinion)]

[Reserved]














                                      D-1
<PAGE>

                                   EXHIBIT E

                     [Form of Opinion of Counsel for Trust
                   Depositor Regarding the "TRUE SALE" Nature
                              of the Transaction]

[Reserved]









                                      E-1
<PAGE>

                                     EXHIBIT F

                       [Form of Opinion of Counsel for Trust
                       Depositor Regarding Non-consolidation]

[Reserved]








                                      F-1
<PAGE>

                                     EXHIBIT G

               [Form of Certificate Regarding Repurchased Contracts]

                             Premier Auto Finance, Inc.

                    Certificate Regarding Repurchased Contracts

     The undersigned certifies that he is the [______________] of Premier Auto
Finance, Inc., a Delaware corporation (the "SERVICER"), and that as such is duly
authorized to execute and deliver this certificate on behalf of the Servicer
pursuant to SECTION 7.07 of the Sale and Servicing Agreement (the "AGREEMENT")
dated as of [______________], 2000 by and among Dealer Auto Receivables Corp.,
as Depositor, the Servicer, The Bank of New York, as Indenture Trustee, and
Dealer Auto Receivable Owner Trust 2000-1 (all capitalized terms used herein
without definition having the respective meanings specified in the Agreement),
and further certifies that:

     1.   The Contracts on the attached schedule are to be repurchased on the
          date hereof pursuant to [SECTION 7.05 or SECTION 7.07] of the
          Agreement and [SECTION 5.01 or SECTION 5.02] of the Transfer and Sale
          Agreement.

     2.   Upon deposit of the Repurchase Price for such Contracts, such
          Contracts may, pursuant to [SECTION 7.05 or SECTION 7.07] of the
          Agreement, be assigned by the Issuer to the Seller.

     IN WITNESS WHEREOF, I have affixed hereunto my signature this ______ day of
_____________.

                              Premier Auto Finance, Inc.

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


                                      G-1
<PAGE>

                                      EXHIBIT H

                              [List of Contracts]


















                                      H-1
<PAGE>

                                      EXHIBIT I

           [Form of Monthly Report to Noteholders And Certificateholders]

                     Dealer Auto Receivables Owner Trust 2000-1

$[______________][______]% Dealer Auto Receivables Asset-Backed Notes, Class A-1
$[______________][______]% Dealer Auto Receivables Asset-Backed Notes, Class A-2
$[______________][______]% Dealer Auto Receivables Asset-Backed Notes, Class A-3
 $[______________][______]% Dealer Auto Receivables Asset-Backed Notes, Class B
   $[______________][______]% Dealer Auto Receivables Asset- Backed Certificates

                                   Monthly Report

                        For the [      ] Distribution Date

<TABLE>
<S><C>
A.         Calculation of Available Amounts

           1.       Available Principal (as defined in
                    Article I of the Sale and Servicing
                    Agreement)                                                              $____________

           2.       Available Interest (as defined in
                    Article I of the Sale and Servicing
                    Agreement)                                                              $____________


           3.       Available Amounts (l. plus 2.)
                    Calculation of Principal Distributable                                  $____________

B.         Amount (as defined in Article I of the Sale
           and Servicing Agreement)                                                         $____________

C.         Calculation of Note Monthly Principal
           Distributable Amount                                                             $____________

           1.       Note Percentage for such Distribution
                    Date

                    (a)      for each Distribution Date
                    to but excluding the Distribution Date
                    on which the principal amount of the
                    Class B Notes is reduced to zero                                        100.00%

                    (b)      after the principal amount of the
                    Class B Notes have been reduced to zero                                   0.00%

           2.       Principal Distributable Amount (from B)                                 $____________


                                      I-1
<PAGE>

           3.       Note Monthly Principal Distributable
                    Amount for

                    (a)      Class A-1 Notes                                                $____________

                    (b)      Class A-2 Notes                                                $____________

                    (c)      Class A-3 Notes                                                $____________

                    (d)      Class B Notes                                                  $____________

                    (e)      Note Principal Carryover Shortfall                             $____________


D.         Calculation of Note Monthly Interest Distributable Amount.

           1.       Class A-l Interest Rate                                                 ___%

           2.       Class A-2 Interest Rate                                                 ___%

           3.       Class A-3 Interest Rate                                                 ___%

           4.       Class B Interest Rate                                                   ___%

           5.       The Class A-1 Note Interest Rate times the Class A-1 Note
                    Balance times the number of days from and including the
                    immediately preceding Distribution Date (or from and
                    including the Closing Date with respect to the first
                    Distribution Date) to but excluding the next
                    Distribution Date divided by 360                                        $____________

           6.       One-twelfth of the Class A-2 Note Interest Rate times the
                    Class A-2 Note Balance from and including the fifteenth day
                    of the month based on a 360-day year of 12 months of 30 days
                    each (or from and including the Closing Date with respect
                    to the first Distribution Date) to but excluding the
                    [_____] day of the month of the current Distribution Date               $____________

           7.       One-twelfth of the Class A-3 Note Interest Rate times the
                    Class A-3 Note Balance from and including the fifteenth day
                    of the month based on a 360-day year of 12 months of 30 days
                    each (or from and including the Closing Date with respect to
                    the first Distribution Date) to but excluding the [_____]
                    day of the month of the current Distribution Date                       $____________


                                      I-2

<PAGE>

           8.       One-twelfth of the Class B Note Interest Rate times the
                    Class B Note Balance from and including the fifteenth day of
                    the month based on a 360-day year of 12 months of 30 days
                    each (or from and including the Closing Date with respect to
                    the first Distribution Date) to but excluding the [_____]
                    day of the month of the current Distribution Date                       $____________

           9.       Aggregate Interest Carryover Shortfall for each Class for
                    such Distribution Date                                                  $____________

           10.      Note Monthly Interest Distributable Amount (the sum of items
                    D.5, D.6, D.7, D.8 and D.9                                              $____________

E.         Calculation of Note Distributable Amount (sum of C.3(f) plus D.10.)              $____________

F.         Calculation of Certificate Principal Distributable Amount                        $____________

           1.       Certificate Balance                                                     $____________

           2.       Principal Distributable Amount

           3.       Certificate Percentage for each respective Distribution Date

           3(a).    for each Distribution Date to but excluding the Distribution
                    Date on which the Principal Amount of the Class B Notes is
                    reduced to zero                                                         0.00%


           3(b).    on the Distribution Date on which the Principal Amount of
                    the Class B Notes is reduced to zero                                    ____%

           3(c).    thereafter                                                              100.00%


           4(a).    Principal Distributable Amount multiplied by the Certificate
                    Percentage for such Distribution Date                                   $____________

           4(b).    Certificate Principal Carryover Shortfall for such
                    Distribution Date                                                       $____________

           5.       Certificate Principal Distributable Amount (the sum of
                    4.(a) and 4.(b))                                                        $____________


                                      I-3

<PAGE>

G.         Calculation of Certificate Interest
           Distributable Amount

           1.       Certificate Pass-Through Rate                                           ___%

           2(a).    One-twelfth of the Certificate Pass-Through Rate times the
                    Certificate Balance on the immediately preceding
                    Distribution Date, after giving effect to all payments of
                    principal to the Certificateholders and such preceding
                    Distribution Date (or in case of the first Distribution Date
                    on the original Principal Amount of the Certificates) based
                    on a 360-day year                                                       $____________

           2(b).    of 12 months of 30 days each.Certificate Interest Carryover
                    Shortfall for such Distribution Date                                    $____________

           3.       Certificate Interest Distributable Amount (sum of 2.(a)
                    and 2.(b))                                                              $____________

H.         Calculation of Certificate Distributable Amount (sum of F.5 and G.3)             $____________

I.         Fees
           1.       The Monthly Servicing Fee for such Distribution Date (1/12
                    of the product of 1% and the Aggregate Principal Balance of
                    the Contracts as of the beginning of the preceding
                    Distribution Date)                                                      $____________

           2.       Late Payment Penalty Fees for such Distribution Date                    $____________

           3.       Extension Fees for such Distribution Date                               $____________

           4.       Indenture Trustee Fee for such Distribution Date excluding
                    expense component [___] of the product of .[ ]% and the
                    Aggregate Principal Balance of the Contracts as of the
                    preceding Distribution Date                                             $____________

           5.       Owner Trustee Fee for such Distribution Date [_____________].           $____________

J.         Calculation of the Available Amounts for
           such Distribution Date

           1.       The amount of funds deposited into the Collection Account
                    pursuant to SECTION 5.05(b) of the Sale and Servicing
                    Agreement with respect to the related Due Period                        $____________


                                      I-4

<PAGE>

                        a.       All amounts received by the Indenture Trustee
                        or the Servicer with respect to principal and interest
                        on the Contracts, as well as Late Payment Penalty Fees
                        and Extensions Fees for the related Due Period                      $____________

                        b.       All Net Liquidation Proceeds                               $____________

                        c.       The aggregate of the Repurchase Prices for
                        Contracts required to be repurchased by the Depositor as
                        described in SECTION 7.05 of the Sale and Servicing
                        Agreement                                                           $____________

                        d.       All Advances made by Servicer pursuant to
                        SECTION 7.02 of the Sale and Servicing Agreement                    $____________

                        e.       All amounts paid by the Seller in connection
                        with an optional repurchase of the Contracts described
                        in SECTION 7.07 of the Sale and Servicing Agreement                 $____________

                        f.       All amounts received in respect of interest,
                        dividends, gains, income and earnings on investments of
                        funds in the Trust Accounts as contemplated in SECTION
                        5.05(b) of the Sale and Servicing Agreement                         $____________

                        g.       Total amount of funds deposited into the
                        Collection Account pursuant to SECTION 5.05(b) (the sum
                        of a. through g.)                                                   $____________

           2.       The amount of funds permitted to be withdrawn from the
                    Collection Account pursuant to clauses (i) through (iii) of
                    SECTION 7.03(a) of the Sale and Servicing Agreement with
                    respect to the related Due Period                                       $____________

                        a.       Amounts to be paid to the Servicer as the
                        Reimbursement Amount in accordance with SECTION 7.02 of
                        the Sale and Servicing Agreement                                    $____________


                                      I-5

<PAGE>

                        b.       Amounts to be paid to the Servicer in respect to
                        the Servicing Fee for the related Due Period                        $____________

                        c.       Amounts to be paid to the Indenture Trustee in
                        respect of the Indenture Trustee Fee for the related Due
                        Period                                                              $____________

                        d.       Amounts to be paid to the Owner Trustee in
                        respect of the Owner Trustee Fee for the related Due
                        Period                                                              $____________

                        e.       Total amount of funds permitted to be withdrawn
                        from the Collection Account pursuant to clauses (i)
                        through (iii) SECTION 7.03(a) of the Sale and Servicing
                        Agreement with respect to the related Due Period (sum of
                        a. through d.)                                                      $____________


           3.       The Available Amounts (not including amounts from Reserve
                    Fund Account) for such Distribution Date available to pay
                    Note Distributable Amounts and Certificate Distributable
                    Amounts (1(h) minus 2(e))                                               $____________

           4.       The Available Amounts otherwise distributable to the
                    Certificateholders that will be distributed to the
                    Noteholders on such Distribution Date                                   $____________

K.         The shortfall of Available Amounts for such Distribution Date to pay
           either the Note Distributable Amount or the Certificate Distributable
           Amount (the Available Amounts for such Distribution Date minus the
           sum of the Note Distributable Amount as set forth in E. and the
           Certificate Distributable Amount as set forth in H.)                             $____________

L.         The amount to be withdrawn from the Reserve Fund on such Distribution
           Date to cover the Note Interest Distributable Amount                             $____________

M.         The amount to be withdrawn from the Reserve Fund on such Distribution
           Date to cover the Certificate Interest Distributable Amount                      $____________


                                      I-6

<PAGE>

N.         The amount to be withdrawn from the Reserve Fund on such Distribution
           Date to cover the Note Principal Distributable Amount                            $____________

O.         The amount to be withdrawn from the Reserve Fund on such Distribution
           Date to cover the Certificate Principal Distributable Amount                     $____________

P.         Interest Earnings on the Reserve Fund.                                           $____________

Q.         The amount on deposit in the Reserve Fund after giving effect to
           deposits and withdrawals therefrom on such Distribution Date                     $____________

R.         The Specified Reserve Fund Amount for such Distribution Date will be
           an amount equal to [______]                                                      $____________


S.         The Pool Factor

           1.         The Class A-1 Note Factor immediately
                      before such Distribution Date                             ____________

           2.         The Class A-2 Note Factor immediately
                      before such Distribution Date                             ____________

           3.         The Class A-3 Note Factor immediately
                      before such Distribution Date                             ____________

           4.         The Class B Note Factor immediately
                      before such Distribution Date                             ____________

           5.         The Certificate Factor immediately
                      before such Distribution Date                             ____________

           6.         The Class A-1 Note Factor immediately
                      after such Distribution Date                              ____________

           7.         The Class A-2 Note Factor immediately
                      after such Distribution Date                              ____________

           8.          The Class A-3 Note Factor immediately
                       after such Distribution Date                             ____________

           9.          The Class B Note Factor immediately
                       after such Distribution Date                             ____________


                                      I-7
<PAGE>

           10.         The Certificate Factor immediately
                       after such Distribution Date                             ____________

T.         Delinquent Contracts

           1.         31-59 Days                                 #______        $___________

           2.         60-89 Days                                 #______        $___________

           3.         90 or More Days                            #______        $___________

U.         Defaulted Contracts

           1.         Total Defaulted Contracts       #______                   $___________

           2.         Identity (attach)

           3.         Liquidation proceeds for the Due Period                   $___________

           4.         Liquidation expenses for the Due Period                   $___________

           5.         Net Liquidation Proceeds for the Due Period               $___________

           6.         Net Liquidation Losses for the Due Period                 $___________

V.         Advances

           1.         Unreimbursed Advances prior to such Distribution Date     $___________

           2.         Amount paid to Servicer on such Distribution Date to
                      reimburse Servicer for such unreimbursed Advances         $___________

           3.         Amount of Delinquent Interest and Delinquent Principal
                      for the related Due Period                                $___________

           4.         Amount of new Advances on such Distribution Date (if
                      such amount is less than the amount of Delinquent
                      Interest and Delinquent Principal, attach the
                      certificate required by SECTION 7.02 of the Sale and
                      Servicing Agreement)                                      $___________

           5.         Total of unreimbursed Advances after new Advances on
                      such Distribution Date                                    $___________


                                      I-8

<PAGE>

W.         Repurchased Contracts

           1.         Number of Contracts to be repurchased pursuant to
                      SECTION 7.07 of the Sale and Servicing Agreement          $___________

           2.         Principal Amount of such Contracts                        $___________

           3.         Related Repurchase Price of such Contracts                $___________


X.         Contracts

           1.         Number of Contracts as of beginning of Due Period         $___________

           2.         Principal Balance of Contracts as of beginning of Due
                      Period                                                    $___________

           3.         The weighted average Contract Rate of the Contracts as
                      of the beginning of the Due Period                        $___________

           4.         The weighted average remaining term to maturity of the
                      Contracts as of the beginning of the Due Period           $___________

           5.         Number of Contracts as of end of Due Period               $___________

           6.         Principal Balance of Contracts as of end of Due Period    $___________

           7.         The weighted average Contract Rate of the Contracts as
                      of the end of the Due Period                              $___________

           8.         The weighted average remaining term to maturity of the
                      Contracts as of the end of the Due Period                 $___________
</TABLE>


                                     I-9
<PAGE>

                                      EXHIBIT J

                   [Seller's Representations and Warranties]

     REPRESENTATIONS AND WARRANTIES REGARDING EACH CONTRACT.  The Seller
represents and warrants as to each Contract as of the Closing Date that:

          (a)  LIST OF CONTRACTS.  The information set forth in the List of
     Contracts is true, complete and correct in all material respects as of the
     Cutoff Date.

          (b)  PAYMENTS.  As of the Cutoff Date, the most recent scheduled
     payment with respect to any Contract either had been made or was not
     delinquent for more than 30 days.  To the best of the Seller's knowledge,
     all payments made on each Contract were made by or on behalf of the
     respective Obligor.

          (c)  NO WAIVERS.  As of the Closing Date, the terms of the Contracts
     have not been waived, altered or modified in any respect, except by
     instruments or documents included in the related Contract File.

          (d)  BINDING OBLIGATION.  Each Contract is a valid and binding
     payment obligation of the Obligor thereunder and is enforceable in
     accordance with its terms, except as such enforceability may be limited by
     insolvency, bankruptcy, moratorium, reorganization, or other similar laws
     affecting the enforcement of creditors' rights generally.

          (e)  NO DEFENSES.  No Contract is subject to any right of
     rescission, setoff, counterclaim or defense, including the defense of
     usury, and the operation of any of the terms of such Contract or the
     exercise of any right thereunder will not render the Contract unenforceable
     in whole or in part or subject to any right of rescission, setoff,
     counterclaim or defense, including the defense of usury, and no such right
     of rescission, setoff, counterclaim or defense has been asserted or
     threatened with respect thereto.

          (f)  INSURANCE.  Each Contract requires the related Obligor to
     maintain physical damage insurance (i) in an amount not less than the value
     of the Financed Vehicle at the time of origination of the Contract, (ii)
     naming the Seller as a loss payee and (iii) insuring against loss and
     damage due to fire, theft, transportation, collision and other risks
     covered by comprehensive coverage, and all premiums due on such insurance
     have been paid in full from the date of the Contract's origination.

          (g)  ORIGINATION.  Each Contract was originated by a retailer of new
     or used automobiles or other third party that finances the sale of new or
     used motor vehicles in the ordinary course of its business which dealer or
     third party had all necessary licenses and permits to originate the
     Contracts in the state where such dealer or third party was located, was
     fully and properly executed by the parties thereto, and has been purchased
     by the Seller in the regular course of its business or directly originated
     by the Seller in the ordinary course of its business.  To the best of the
     Seller's knowledge, each Contract was sold by such dealer or other third
     party to the Seller without any fraud on the part of such dealer or third
     party.


                                      J-1
<PAGE>

          (h)  LAWFUL ASSIGNMENT.  No Contract was originated in or is subject
     to the laws of any jurisdiction whose laws would make the sale, transfer
     and assignment of the Contract under this Agreement or under the Sale and
     Servicing Agreement or the pledge of the Contract under the Indenture
     unlawful, void or voidable.

          (i)  COMPLIANCE WITH LAW.  None of the Contracts, the origination of
     the Contracts by the dealers or other third parties, the purchase of the
     Contracts by the Seller, the sale of the Contracts by the Seller to the
     Depositor or by the Depositor to the Issuer, or any combination of the
     foregoing, violated at the time of origination or as of the Closing Date
     any requirement of any federal, state or local law and regulations
     thereunder, including, without limitation, usury, truth in lending, motor
     vehicle installment loan and equal credit opportunity laws, applicable to
     the Contracts and the sale of the Financed Vehicles.  The Seller shall, for
     at least the period of this Agreement, maintain in its possession,
     available for the Depositor's and the Trustees' inspection, and shall
     deliver to the Depositor or the Trustee  upon demand, evidence of
     compliance with all such requirements.

          (j)  CONTRACT IN FORCE.  As of the Closing Date, no Contract has
     been satisfied or subordinated in whole or in part or rescinded, and the
     related Financed Vehicle securing any Contract has not been released from
     the lien of the Contract in whole or in part.

          (k)  VALID SECURITY INTEREST.  Each Contract creates a valid,
     subsisting and enforceable first priority perfected security interest in
     favor of the Seller in the Financed Vehicle covered thereby, and such
     security interest has been assigned by the Seller to the Depositor.  The
     original certificate of title, certificate of lien or other notification
     (the "LIEN CERTIFICATE") issued by the body responsible for the
     registration of, and the issuance of certificates of title relating to,
     motor vehicles and liens thereon (the "REGISTRAR OF TITLES") of the
     applicable state to a secured party which indicates the lien of the secured
     party on the Financed Vehicle is recorded on the original certificate of
     title, and the original certificate of title for each Financed Vehicle,
     show, or if a new or replacement Lien Certificate is being applied for with
     respect to such Financed Vehicle the Lien Certificate will be received
     within 180 days of the Closing Date and will show, the Seller as original
     secured party under each Contract as the holder of a first priority
     security interest in such Financed Vehicle.  With respect to each Contract
     for which the Lien Certificate has not yet been returned from the Registrar
     of Titles, the Seller has received written evidence from the related dealer
     or other third party that such Lien Certificate showing the Seller as
     lienholder has been applied for.

          (l)  CAPACITY OF PARTIES.  All parties to any Contract had capacity
     to execute such Contract and all other documents related thereto and to
     grant the security interest purported to be granted thereby.

          (m)  GOOD TITLE.  Each Contract was originated by the Seller or
     purchased by the Seller for value and taken into possession prior to the
     Cutoff Date in the ordinary course of its business, without knowledge that
     the Contract was subject to a security interest.  No Contract has been
     sold, assigned or pledged to any person other than the


                                      J-2
<PAGE>

     Depositor and the Issuer as the transferee of the Depositor, and prior to
     the transfer of the Contract to the Depositor, the Seller had good and
     marketable title to each Contract free and clear of any encumbrance,
     equity, loan, pledge, charge, claim or security interest and was the sole
     owner thereof and had full right to transfer the Contract to the Depositor
     and to permit the Depositor to transfer the same to the Issuer, and, as of
     the Closing Date, the Issuer will have a first priority perfected security
     interest therein.

          (n)  NO DEFAULTS.  As of the Cutoff Date, no default, breach,
     violation or event permitting acceleration existed with respect to any
     Contract and no event had occurred which, with notice and the expiration of
     any grace or cure period, would constitute such a default, breach,
     violation or event permitting acceleration under such Contract.  The Seller
     has not waived any such default, breach, violation or event permitting
     acceleration.  As of the Cutoff Date, no Financed Vehicle had been
     repossessed.

          (o)  NO LIENS.  As of the Closing Date there are no liens or claims
     which have been filed for work, labor, materials or unpaid taxes affecting
     the Financed Vehicle securing any Contract which are or may be liens prior
     to, or equal with, the lien of such Contract.

          (p)  ENFORCEABILITY.  Each Contract contains customary and
     enforceable provisions such as to render the rights and remedies of the
     holder thereof adequate for the realization against the Financed Vehicle of
     the benefits of the security.

          (q)  ONE ORIGINAL.  Each Contract is evidenced by only one original
     executed Contract, which original is being held by the Servicer as
     custodian.

          (r)  NO GOVERNMENT CONTRACTS.  No Obligor is the United States or
     any State government or an agency, authority, instrumentality or other
     political subdivision of the United States government or any state
     government or municipality.

          (s)  OBLIGOR BANKRUPTCY.  At the Cutoff Date, no Obligor was subject
     to a bankruptcy proceeding or other insolvency proceeding.

          (t)  CHATTEL PAPER.  The Contracts constitute chattel paper within
     the meaning of the UCC as in effect in the State of Illinois.

          (u)  NO IMPAIRMENT.  Neither the Seller nor the Depositor has done
     anything to convey any right to any Person that would result in such Person
     having a right to payments due under the Contract or otherwise to impair
     the rights of the Issuer in any Contract or the proceeds thereof.

          (v)  CONTRACT NOT ASSUMABLE.  No Contract is assumable by another
     Person in a manner which would release the Obligor thereof from such
     Obligor's obligations to the Depositor with respect to such Contract.

          (w)  OBLIGOR LOCATION.  Each Contract is a U.S. dollar-denominated
     obligation and each Obligor's billing address is located in one of the
     states of the United States, the District of Columbia or Puerto Rico.


                                      J-3

<PAGE>

          (x)  LOCKBOX BANK.  The Lockbox Bank is the only institution holding
     any Lockbox Account for receipt of payments from Obligors, and all
     Obligors, and only such Obligors, have been instructed to make payments to
     the Lockbox Account, and no person claiming through or under Seller has any
     claim or interest in the Lockbox or the Lockbox Account other than the
     Lockbox Bank; PROVIDED, HOWEVER, ____________, shall have an interest in
     certain other collections therein not related to the Contracts.

     REPRESENTATIONS AND WARRANTIES REGARDING THE CONTRACTS IN THE AGGREGATE.
The Seller represents and warrants as of the Closing Date that:

          (a)  AMOUNTS.  The sum of the aggregate Principal Balances payable
     by Obligors under the Contracts as of the Cutoff Date equals the sum of the
     principal balance of  the Class A-1 Notes, the Class A-2 Notes, the Class
     A-3 Notes, the Class B Notes and the Certificates on the Closing Date.

          (b)  CHARACTERISTICS.  The Contracts have the following
     characteristics: (i) all the Contracts are secured by Financed Vehicles;
     (ii) no Contract has a remaining maturity of less than ___ months or more
     than __ months; (iii) no Contract had an original term to maturity of less
     than ___ months or more than ___ months; (iv) the final scheduled payment
     on the Contract with the latest maturity is due no later than ____________
     20__; (v) each Contract is a fully-amortizing fixed rate Simple Interest
     Contract or Precomputed Contract; and (vi) each Contract had a remaining
     Principal Balance of no less than $______ and no more than $______.
     Approximately _____% of the Principal Balance of the Contracts as of the
     Cutoff Date is attributable to loans for purchases of new Financed Vehicles
     and approximately _____% is attributable to loans for purchases of used
     Financed Vehicles.  No Contract has a Contract Rate of less than ___%.  No
     Contract was originated after the Cutoff Date.  No Contract has a Contract
     Rate less than ____%.  The first scheduled Distribution Date of the
     Contracts is due no later than ___________.

          (c)  MARKING RECORDS.  As of the Closing Date, the Seller has caused
     the Computer Disk relating to the Contracts sold under the Transfer and
     Sale Agreement and concurrently reconveyed by the Depositor to the Issuer
     and pledged by the Issuer to the Indenture Trustee to be clearly and
     unambiguously marked to indicate that such Contracts constitute part of the
     Trust Corpus, are owned by the Issuer and constitute security for the
     Notes.

          (d)  NO ADVERSE SELECTION.  No selection procedures adverse to
     Noteholders and Certificateholders have been employed in selecting the
     Contracts.

          (e)  TRUE SALE.  The transaction contemplated by this Agreement
     constitutes a valid sale, transfer and assignment from the Seller to the
     Depositor and from the Depositor to the Issuer of all of the Seller's
     right, title and interest in the Contract Assets as of the Closing Date or
     creates a first priority security interest in the Contract Assets for the
     benefit of the Issuer as of the Closing Date.


                                      J-4
<PAGE>

          (f)  ALL FILINGS MADE.  All filings (including, without limitation,
     UCC filings) required to be made by any Person and actions required to be
     taken or performed by any Person in any jurisdiction to give the Trustees a
     first priority perfected lien on, or ownership interest in, the Contracts
     and the proceeds thereof have been made, taken or performed.

     REPRESENTATIONS AND WARRANTIES REGARDING THE CONTRACT FILES.   The Seller
represents and warrants as of the Closing Date that:

          (a)  POSSESSION.  Immediately prior to the Closing Date, the
     Servicer will have possession of each original Contract and the related
     complete Contract File, and there are and there will be no custodial
     agreements relating to the same in effect.  Each of such documents which is
     required to be signed by the Obligor has been signed by the Obligor in the
     appropriate spaces.  All blanks on any form have been properly filled in
     and each form has otherwise been correctly prepared.  The complete Contract
     File for each Contract currently is in the possession of the Servicer.

          (b)  BULK TRANSFER LAWS.  The transfer, assignment and conveyance of
     the Contracts and the Contract Files by the Seller pursuant to the Transfer
     and Sale Agreement and by the Depositor pursuant to the Sale and Servicing
     Agreement is not subject to the bulk transfer or any similar statutory
     provisions in effect in any applicable jurisdiction.




                                      J-5
<PAGE>

                                     EXHIBIT K

                         [Lockbox Bank and Lockbox Account]


                                      LOCKBOX


                                    LOCKBOX BANK












                                      K-1