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                                                                   Exhibit 4.1


                   FORM OF POOLING AND SERVICING AGREEMENT




                                   RELATING TO

                     [___________________] TRUST 200[_]-[_]

                                      among

                   PAINEWEBBER ASSET ACCEPTANCE CORPORATION
                                  as Depositor

                              [NAME OF SERVICER]
                                   as Servicer

                                       and

                      [NAME OF TRUSTEE/ BACKUP SERVICER]
                        as Trustee and as Backup Servicer

                           Dated as of [_____], 200[_]



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                                TABLE OF CONTENTS

                                                                            PAGE

                                    ARTICLE I

                                   DEFINITIONS

Section 1.1   Definitions....................................................1
Section 1.2   Usage of Terms................................................17
Section 1.3   Calculations..................................................18
Section 1.4   Section References............................................18
Section 1.5   Action by or Consent of Certificateholders....................18
Section 1.6   No Recourse...................................................18
Section 1.7   Material Adverse Effect.......................................18


                                   ARTICLE II

                                CREATION OF TRUST

Section 2.1   Creation of Trust.............................................18


                                   ARTICLE III

              CONVEYANCE OF RECEIVABLES; ACCEPTANCE BY TRUSTEE;
                        ORIGINAL ISSUANCE OF CERTIFICATES

Section 3.1   Conveyance of Receivables.....................................19
Section 3.2   Custody Matters...............................................19
Section 3.3   Conditions to Acceptance by Trustee...........................20
Section 3.4   Representations, Warranties and Covenants of Depositor........21
Section 3.5   [Reserved]....................................................23
Section 3.6   Repurchase of Receivables Upon Breach of Representation
               and Warranty.................................................23
Section 3.7   Nonpetition Covenant..........................................23
Section 3.8   Collecting Lien Certificates Not Delivered on the Closing
               Date.........................................................24


                                   ARTICLE IV

                 ADMINISTRATION AND SERVICING OF RECEIVABLES

Section 4.1   Duties of the Servicer........................................24
Section 4.2   Collection of Receivable Payments; Modification and
               Amendment of Receivables.....................................25


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Section 4.3   Realization Upon Receivables..................................26
Section 4.4   Insurance.....................................................27
Section 4.5   Maintenance of Security Interests in Vehicles.................28
Section 4.6   Covenants, Representations and Warranties of Servicer.........29
Section 4.7   Purchase of Receivables Upon Breach of Covenant or
               Representation and Warranty..................................31
Section 4.8   Total Servicing Fee; Payment of Compensating Interest;
               Payment of Certain Expenses by Servicer......................32
Section 4.9   Servicer's Certificate........................................32
Section 4.10  Annual Statement as to Compliance; Notice of Servicer
               Termination Event............................................33
Section 4.11  Annual Independent Accountants' Report........................33
Section 4.12  Access to Certain Documentation and Information Regarding
               Receivables..................................................34
Section 4.13  Monthly Tape..................................................34
Section 4.14  Retention and Termination of Servicer.........................35


                                    ARTICLE V

               DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS

Section 5.1   Accounts......................................................36
Section 5.2   Collections...................................................36
Section 5.3   Application of Collections....................................37
Section 5.4   Additional Deposits...........................................38
Section 5.5   Distributions.................................................38
Section 5.6   Net Deposits..................................................40
Section 5.7   Statements to Certificateholders..............................40
Section 5.8   Optional Deposits by the Certificate Insurer..................41


                                   ARTICLE VI

                        THE SPREAD ACCOUNT AND THE POLICY

Section 6.1   Spread Account................................................42
Section 6.2   Policy........................................................42
Section 6.3   Withdrawals from Spread Account...............................42
Section 6.4   Claims Under Policy...........................................42
Section 6.5   Preference Claims; Direction of Proceedings...................44
Section 6.6   Surrender of Policy...........................................44
Section 6.7   Seller as Agent of the Reversionary Holders...................44



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                                   ARTICLE VII

                                THE CERTIFICATES

Section 7.1   The Certificates..............................................45
Section 7.2   Initial Issuance of Certificates..............................47
Section 7.3   Registration of Transfer and Exchange of Certificates.........47
Section 7.4   Mutilated, Destroyed, Lost or Stolen Certificates.............48
Section 7.5   Persons Deemed Owners.........................................48
Section 7.6   Access to List of Certificateholders' Names and Addresses.....48


                                  ARTICLE VIII

                                  THE DEPOSITOR

Section 8.1   Liability of Depositor........................................49
Section 8.2   Limitation on Liability of Depositor..........................49


                                   ARTICLE IX

                                  THE SERVICER

Section 9.1   Liability of Servicer; Indemnities............................49
Section 9.2   Merger or Consolidation of, or Assumption of the
               Obligations of, the Servicer or Backup Servicer..............50
Section 9.3   Limitation on Liability of Servicer, Backup Servicer and
               Others.......................................................51
Section 9.4   Delegation of Duties..........................................52
Section 9.5   Resignation of Servicer and Backup Servicer...................52


                                    ARTICLE X

                           SERVICER TERMINATION EVENTS

Section 10.1  Servicer Termination Event....................................53
Section 10.2  Consequences of a Servicer Termination Event..................54
Section 10.3  Appointment of Successor......................................55
Section 10.4  Notification to Certificateholders............................56
Section 10.5  Waiver of Past Defaults.......................................56
Section 10.6  Effect of Servicer Termination Event on Sub-Servicer..........57


                                   ARTICLE XI

                                   THE TRUSTEE

Section 11.1  Duties of Trustee.............................................57



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Section 11.2  Trustee's Assignment of Administrative Receivables and
               Warranty Receivables.........................................58
Section 11.3  Certain Matters Affecting the Trustee.........................59
Section 11.4  Trustee Not Liable for Certificates or Receivables............60
Section 11.5  Trustee May Own Certificates..................................60
Section 11.6  Trustee's Fees and Expenses; Indemnification..................60
Section 11.7  Eligibility Requirements for Trustee..........................61
Section 11.8  Resignation or Removal of Trustee.............................61
Section 11.9  Successor Trustee.............................................62
Section 11.10 Merger or Consolidation of Trustee............................63
Section 11.11 Appointment of Co-Trustee or Separate Trustee.................63
Section 11.12 Representations and Warranties of Trustee and Backup
               Servicer.....................................................64
Section 11.13 Tax Returns...................................................64
Section 11.14 Trustee May Enforce Claims Without Possession of
               Certificates.................................................65
Section 11.15 Suit for Enforcement..........................................65
Section 11.16 Rights to Direct Trustee......................................65


                                   ARTICLE XII

                                   TERMINATION

Section 12.1  Termination of the Trust......................................65
Section 12.2  Optional Purchase of All Receivables..........................66


                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

Section 13.1  Amendment.....................................................67
Section 13.2  Protection of Title to Trust..................................68
Section 13.3  Limitation on Rights of Certificateholders....................70
Section 13.4  Governing Law.................................................71
Section 13.5  Severability of Provisions....................................71
Section 13.6  Assignment....................................................71
Section 13.7  Certificates Nonassessable and Fully Paid.....................71
Section 13.8  Third-Party Beneficiaries.....................................71
Section 13.9  Financial Security as Controlling Party.......................72
Section 13.10 Counterparts..................................................72
Section 13.11 Notices.......................................................72
Section 13.12 Successors and Assigns........................................72



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SCHEDULES

Schedule A  Schedule of Receivables

EXHIBITS

Exhibit A      Form of Class A Certificate
Exhibit B      Form of Class B Certificate
Exhibit C      Form of Class C Certificate
Exhibit D      Form of Spread Account Agreement
Exhibit E      Form of Servicer's Certificate
Exhibit F      Form of Policy
Exhibit G      Form of Unaffiliated Seller's Agreement
Exhibit H      Form of Purchase Agreement and Assignment
Exhibit I      Servicer's Request for Release
Exhibit J      Form of Deficiency Notice
Exhibit K      Form of Notice
Exhibit L      Form of Investment Letter
Exhibit M      Servicer's Request For Permanent Release




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            THIS POOLING AND SERVICING AGREEMENT (this "AGREEMENT"), dated as of
[_____][_], 200[_], is made with respect to the formation of [_____________]
Trust 200[_]-[_], among PaineWebber Asset Acceptance Corporation, as depositor
(the "DEPOSITOR"), [Name of Servicer], as servicer (the "SERVICER") and [Name of
Trustee/ Backup Servicer], as trustee (in such capacity, the "TRUSTEE") and as
backup servicer (in such capacity, the "BACKUP SERVICER").

            WHEREAS, the Depositor wishes to establish a trust and provide for
the allocation and sale of the beneficial interests therein and the maintenance
and distribution of the trust estate;

            WHEREAS, the Servicer has agreed to service the Receivables,
which constitute the principal assets of the trust estate;


            WHEREAS, all things necessary to make the Certificates, when
executed and authenticated by the Trustee, valid instruments, and to make this
Agreement a valid agreement, in accordance with their and its terms, have been
done; and

            WHEREAS, [_____________________] is willing to serve in the capacity
of Trustee and Backup Servicer hereunder.

            NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the Depositor, the Servicer, the Trustee and the
Backup Servicer hereby agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

            Section 1.1 DEFINITIONS. All terms defined in the Spread Account
Agreement (as defined below) shall have the same meaning in this Agreement.
Whenever capitalized and used in this Agreement, the following words and
phrases, unless the context otherwise requires, shall have the following
meanings:

            ACCOUNTANTS' REPORT: The report of [Name of Independent Accountants]
or a firm of nationally recognized independent accountants described in SECTION
4.11.

            ADMINISTRATIVE RECEIVABLE: With respect to any Collection Period, a
Receivable which the Servicer is required to purchase pursuant to SECTION 4.7.

            AFFILIATE: With respect to any Person, any other Person directly or
indirectly controlling, controlled by, or under direct or indirect 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 voting securities, by contract or otherwise; and the
terms "controlling" and "controlled" have meanings correlative to the foregoing.


<PAGE>


            AGGREGATE PRINCIPAL BALANCE: With respect to any Determination Date,
the sum of the Principal Balances (computed as of the related Record Date) for
all Receivables (other than (i) any Receivable that became a Liquidated
Receivable during the related Collection Period and (ii) any Receivable that
became a Purchased Receivable on the immediately preceding Deposit Date).

            AMOUNT AVAILABLE: With respect to any Distribution Date, the sum of
(i) the Available Funds for the immediately preceding Determination Date, plus
(ii) the actual amount received by the Trustee with respect to any Deficiency
Notice relating to such Distribution Date, plus (iii) the Policy Claim Amount,
if any, received by the Trustee with respect to such Distribution Date.

            AMOUNT FINANCED: With respect to a Receivable, the aggregate amount
advanced under such Receivable toward the purchase price of the Financed Vehicle
and related costs, including amounts advanced in respect of accessories,
insurance premiums, service and warranty contracts, other items customarily
financed as part of automobile installment sale contracts or promissory notes,
and related costs.

            ANNUAL PERCENTAGE RATE OR APR: With respect to a Receivable, the
rate per annum of finance charges stated in such Receivable as the "annual
percentage rate" (within the meaning of the Federal Truth-in-Lending Act). If
after the Closing Date, the rate per annum with respect to a Receivable as of
the Closing Date is reduced as a result of (i) an insolvency proceeding
involving the Obligor or (ii) pursuant to the Soldiers' and Sailors' Civil
Relief Act of 1940, Annual Percentage Rate or APR shall refer to such reduced
rate.

            ANNUAL TRUSTEE'S FEE: Shall have the meaning set forth in
SECTION ___.

            AVAILABLE FUNDS: With respect to any Determination Date, the sum of
(i) the Collected Funds for such Determination Date, (ii) all Purchase Amounts
deposited in the Collection Account on the related Deposit Date and (iii) any
Compensating Interest actually deposited by the Servicer on such Deposit Date.

            AVERAGE DEFAULT RATE: With respect to any Distribution Date, the
arithmetic average of the Default Rate for such Distribution Date and the
Default Rates for the two immediately preceding Distribution Dates.

            AVERAGE DELINQUENCY RATIO: With respect to any Distribution Date,
the arithmetic average of the Delinquency Ratio for such Distribution Date and
the Delinquency Ratios for the two immediately preceding Distribution Dates.

            AVERAGE NET LOSS RATE: With respect to any Distribution Date, the
arithmetic average of the Net Loss Rates for the three immediately preceding
Collection Periods.

            BASIC SERVICING FEE: With respect to any Collection Period, the fee
payable to the Servicer for services rendered during such Collection Period,
which shall be equal to one-twelfth


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of the Basic Servicing Fee Rate multiplied by the Aggregate Principal Balance as
of the first day of the Collection Period.

            BASIC  SERVICING FEE RATE:  [___]% per annum,  payable  monthly at
one- twelfth of the annual rate.

            BUSINESS DAY: Any day other than a Saturday, Sunday, legal holiday
or other day on which banking institutions or trust companies in New York,
[____________] or any other location of any successor Servicer, successor
Trustee or successor Spread Account Trustee are authorized or obligated by law,
executive order or governmental decree to be closed.

            CALENDAR  QUARTER:  The three-month  period ending on the last day
of March, June, September or December.

            CERTIFICATE: Any one of the Class A Certificates, Class B
Certificates or Class C Certificates executed by the Trustee on behalf of the
Trust in substantially the form set forth in Exhibit A, B or C, respectively.

              CERTIFICATE INSURER: [___________________], a [_______________]
incorporated under the laws of the State of [___________], or any successor
thereto, as issuer of the Policy.

            CERTIFICATE MAJORITY: Holders of Class A Certificates and Class B
Certificates representing greater than fifty (50%) percent of the sum of the
Class A Certificate Balance and the Class B Certificate Balance, or if there are
no Class A Certificates outstanding, holders of Class B Certificates
representing greater than fifty (50%) percent of the Class B Certificate
Balance.

            CERTIFICATEHOLDER OR HOLDER: The Person in whose name a Certificate
is registered in the Certificate Register.

            CERTIFICATE REGISTER: The register maintained pursuant to SECTION
7.3 hereof.

            CLAIM AMOUNT:  Shall have the meaning described in SECTION 6.4(A).

            CLASS:  A class of Certificates.

            CLASS A CERTIFICATE: Any one of the Certificates executed by the
Trust and authenticated by the Trustee in substantially the form set forth in
Exhibit A hereto.

            CLASS A CERTIFICATE BALANCE: Initially, the Class A Percentage of
the Original Aggregate Principal Balance and, thereafter, the initial Class A
Certificate Balance reduced by all amounts distributed to the Class A
Certificateholders and allocable to principal.

            CLASS A CERTIFICATE FACTOR: As of any Distribution Date, a
seven-digit decimal figure equal to the Class A Certificate Balance as of the
close of business on such Distribution Date divided by the initial Class A
Certificate Balance as of the Cut-Off Date.


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            CLASS A DISTRIBUTABLE  AMOUNT:  On any Distribution  Date, the sum
of the  Class  A  Principal  Distributable  Amount  and the  Class A  Interest
Distributable Amount.

            CLASS A INTEREST CARRYOVER SHORTFALL: As of the close of business on
any Distribution Date, the excess of the Class A Interest Distributable Amount
for such Distribution Date plus any outstanding Class A Interest Carryover
Shortfall from the preceding Distribution Date plus interest on such outstanding
Class A Interest Carryover Shortfall, to the extent permitted by law, at the
Class A Pass-Through Rate from such preceding Distribution Date through the
current Distribution Date, over the amount of interest that the holders of the
Class A Certificates actually received on such current Distribution Date.

            CLASS A INTEREST DISTRIBUTABLE AMOUNT: With respect to any
Distribution Date, the sum of (i) thirty (30) days of interest, calculated on
the basis of a 360-day year consisting of twelve 30-day months, at the Class A
Pass-Through Rate on the Class A Certificate Balance as of the close of business
on the last day of the preceding Collection Period and (ii) any outstanding
Class A Interest Carryover Shortfall.

            CLASS A PASS-THROUGH  RATE:  [____]% per annum,  calculated on the
basis of a 360-day year consisting of twelve 30-day months.

            CLASS A PERCENTAGE:  [___]%.

            CLASS A PERCENTAGE INTEREST: The interest in the Class A Portion of
the Trust that is evidenced by a Class A Certificate and that is set forth on
the face of such Certificate; PROVIDED, HOWEVER, that the Trustee shall only
issue Class A Certificates evidencing in the aggregate Class A Percentage
Interests totaling 100%. To the extent that, for federal income tax purposes,
the Class A Certificates constitute indebtedness, all references in this
Agreement to Holders of Class A Certificates owning a specified percentage of
the outstanding Class A Certificate Balance shall be construed to mean Holders
of Class A Certificates evidencing such specified percentage of the then
outstanding indebtedness.

            CLASS A PORTION:  The  aggregate  interest in the Trust  evidenced
by the Class A Certificates.

            CLASS A PRINCIPAL CARRYOVER SHORTFALL: As of the close of business
on any Distribution Date, the excess of the Class A Principal Distributable
Amount plus any outstanding Class A Principal Carryover Shortfall from the
preceding Distribution Date over the amount of principal that the holders of the
Class A Certificates actually received on such current Distribution Date.

            CLASS A PRINCIPAL DISTRIBUTABLE AMOUNT: With respect to any
Distribution Date, without duplication, the sum of the Class A Percentage of (i)
the principal portion of all Collected Funds received during the immediately
preceding Collection Period (other than Liquidated Receivables and Purchased
Receivables), (ii) the Principal Balance of all Receivables that became
Liquidated Receivables during the related Collection Period (other than
Purchased Receivables), (iii) the principal portion of the Purchase Amount of
all Receivables that became Purchased Receivables as of the immediately
preceding Record Date, plus, in the sole discretion of the Certificate Insurer,
the Principal Balance allocable to the Class A Certificates as of the


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immediately preceding Record Date of all the Receivables that were required to
be purchased pursuant to SECTIONS 3.6 and 4.7 as of the immediately preceding
Record Date but were not so purchased and (iv) the aggregate amount of Cram Down
Losses that shall have occurred during the related Collection Period.

            CLASS B CERTIFICATE: Any one of the Certificates executed by the
Trust and authenticated by the Trustee in substantially the form set forth in
Exhibit B hereto.

            CLASS B CERTIFICATE BALANCE: Initially, the Class B Percentage of
the Original Aggregate Principal Balance and, thereafter, the initial Class B
Certificate Balance, reduced by (x) all amounts distributed to Class B
Certificateholders and allocable to principal and (y) on any Distribution Date
on which (i) the sum of the Class A Certificate Balance and the Class B
Certificate Balance as of such Distribution Date and after taking into account
all distributions to be made on such Distribution Date exceeds (ii) the
Aggregate Principal Balance with respect to the immediately preceding Collection
Period, the amount of such excess.

            CLASS B CERTIFICATE FACTOR: As of any Distribution Date, a
seven-digit decimal figure equal to the Class B Certificate Balance as of the
close of business on such Distribution Date divided by the initial Class B
Certificate Balance.

            CLASS B DISTRIBUTABLE  AMOUNT:  On any Distribution  Date, the sum
of the  Class  B  Principal  Distributable  Amount  and the  Class B  Interest
Distributable Amount.

            CLASS B INTEREST CARRYOVER SHORTFALL: As of the close of business on
any Distribution Date, the excess of the Class B Interest Distributable Amount
for such Distribution Date plus any outstanding Class B Interest Carryover
Shortfall from the preceding Distribution Date plus interest on such outstanding
Class B Interest Carryover Shortfall, to the extent permitted by law, at the
Class B Pass-Through Rate from such preceding Distribution Date through the
current Distribution Date, over the amount of interest that the holders of the
Class B Certificates actually received on such current Distribution Date.

            CLASS B INTEREST DISTRIBUTABLE AMOUNT: With respect to any
Distribution Date, the sum of (i) thirty (30) days of interest calculated on the
basis of a 360-day year consisting of twelve 30-day months, at the Class B
Pass-Through Rate on the Class B Certificate Balance as of the close of business
on the last day of the preceding Collection Period and (ii) any outstanding
Class B Interest Carryover Shortfall.

            CLASS B PASS-THROUGH  RATE:  [____]% per annum,  calculated on the
basis of a 360-day year consisting of twelve 30-day months.

            CLASS B PERCENTAGE:  [__]%.

            CLASS B PERCENTAGE INTEREST: The interest in the Class B Portion of
the Trust that is evidenced by a Class B Certificate and that is set forth on
the face of such Certificate; PROVIDED, HOWEVER, that the Trustee shall only
issue Class B Certificates evidencing in the aggregate Class B Percentage
Interests totaling 100%. To the extent that, for federal income tax purposes,
the Class B Certificates constitute indebtedness, all references in this
Agreement to Holders of Class B Certificates owning a specified percentage of
the outstanding Class B



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<PAGE>


Certificate Balance shall be construed to mean Holders of Class B Certificates
evidencing such specified percentage of the then outstanding indebtedness.

            CLASS B PORTION:  The  aggregate  interest in the Trust  evidenced
by the Class B Certificates.

            CLASS B PRINCIPAL CARRYOVER SHORTFALL: As of the close of business
on any Distribution Date, the excess of the Class B Principal Distributable
Amount plus any outstanding Class B Principal Carryover Shortfall from the
preceding Distribution Date over the amount of principal that the holders of the
Class B Certificates actually received on such current Distribution Date.

            CLASS B PRINCIPAL DISTRIBUTABLE AMOUNT: With respect to any
Distribution Date, without duplication, the sum of the Class B Percentage of:
(i) the principal portion of all Collected Funds received during the immediately
preceding Collection Period (other than Liquidated Receivables and Purchased
Receivables) including the principal portion of all prepayments, (ii) the
Principal Balance of all Receivables that became Liquidated Receivables during
the related Collection Period (other than Purchased Receivables), (iii) the
principal portion of the Purchase Amount of all Receivables that became
Purchased Receivables as of the immediately preceding Record Date and (iv) the
aggregate amount of Cram Down Losses that shall have occurred during the related
Collection Period.

            CLASS C CERTIFICATE:  Any one of the Certificates  executed by the
Trust and  authenticated by the Trustee in substantially the form set forth in
Exhibit C.

            CLASS C PERCENTAGE INTEREST: The interest in the Class C Portion of
the Trust that is evidenced by a Class C Certificate and that is set forth on
the face of such Certificate; PROVIDED, HOWEVER, that the Trustee on behalf of
the Trust shall only issue Class C Certificates evidencing in the aggregate
Class C Percentage Interests totaling 100%.

            CLASS C PORTION:  The  aggregate  interest in the Trust  evidenced
by the Class C Certificates.

            CLOSING DATE:  [_______][_], 200[_].

            COLLECTED FUNDS: With respect to any Determination Date, the amount
of funds in the Collection Account representing collections on the Receivables
during the related Collection Period, including all Liquidation Proceeds
collected during the related Collection Period (but excluding any Purchase
Amounts).

            COLLECTION  ACCOUNT:  The  account  designated  as the  Collection
Account in, and which is established and maintained pursuant to, SECTION 5.1.

            COLLECTION PERIOD: With respect to a Determination Date or a
Distribution Date, the calendar month preceding the month in which such
Determination Date or Distribution Date occurs (such calendar month being
referred to as the "related" Collection Period with respect to such
Determination Date or Distribution Date).


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            COLLECTION  RECORDS:  All manually prepared or computer  generated
records  relating to collection  efforts or payment  histories with respect to
the Receivables.

            COMPENSATING  INTEREST:  shall  have  the  meaning  set  forth  in
SECTION 4.8(B) hereof.

            COMPUTER TAPE OR LISTING: The computer tape or listing generated on
behalf of the Depositor which provides information relating to the Receivables
and which was used by the Depositor, the Seller and the Originators in selecting
the Receivables conveyed to the Trust hereunder.

            CORPORATE TRUST OFFICE: The principal office of the Trustee at which
at any particular time its corporate trust business shall be administered, which
office at the Closing Date is located at [Address], Attention:
[____________________] or such other office as the Trustee may designate from
time to time by notice to the Certificateholders. The telecopy number for the
Corporate Trust Office on the Closing Date is [________________].

            CRAM DOWN LOSS: With respect to a Receivable, if a court of
appropriate jurisdiction in an insolvency proceeding shall have issued an order
reducing the amount owed on a Receivable or otherwise modifying or restructuring
the scheduled payments to be made on a Receivable, an amount equal to the excess
of the principal balance of such Receivable immediately prior to such order over
the principal balance of such Receivable as so reduced or the net present value
(using as the discount rate the higher of the APR on such Receivable or the rate
of interest, if any, specified by the court in such order) of the scheduled
payments as so modified or restructured. A "Cram Down Loss" shall be deemed to
have occurred on the date of issuance of such order.

            CUT-OFF DATE:  The close of business on [________][_], 200[_].

            DEALER:  A seller of  [_________________]  that  originated one or
more of the  Receivables  and  sold the  respective  Receivable,  directly  or
indirectly, to either Originator.

            DEALER AGREEMENT: An agreement by and among either Originator and a
Dealer relating to the sale of retail installment sale contracts and installment
notes to either Originator and all documents and instruments relating thereto.

            DEALER  ASSIGNMENT:  With  respect to a  Receivable,  the executed
assignment   executed  by  a  Dealer   conveying  such  Receivable  to  either
Originator.

            DEFAULT RATE: With respect to any Distribution Date and based on
such information provided in the Servicer's Certificate under SECTION 4.9(B),
the product of (x) twelve and (y) a fraction (i) the numerator of which is the
sum of (a) the aggregate Principal Balance (as of the related Record Date) of
all Receivables which became Defaulted Receivables during the related Collection
Period and (b) the aggregate Principal Balance (as of the related repurchase
date) of Receivables that became Purchased Receivables during the related
Collection Period that were 30 days or more delinquent with respect to more than
ten percent of a Scheduled Payment at the time of such repurchase hereunder and
(ii) the denominator of which is a fraction (a) the numerator of which is the
sum of (1) the Aggregate Principal Balance of the Receivables as of the first
day of the related Collection Period and (2) the Aggregate Principal Balance of
the



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Receivables as of the last day of the related Collection Period and (b) the
denominator of which is two.

            DEFAULTED RECEIVABLE: With respect to any Distribution Date, a
Receivable with respect to which: (i) more than ten percent of a Scheduled
Payment is 90 or more days delinquent, (ii) the Servicer has repossessed the
related [_________] (and any applicable redemption period has expired) or (iii)
such Receivable is in default and the Servicer has determined in good faith that
payments thereunder are not likely to be resumed; PROVIDED, however, that a
Receivable shall not be a Defaulted Receivable if the Servicer has determined in
good faith that insurance proceeds with respect to such Receivable are likely to
be paid.

            DEFICIENCY  CLAIM  AMOUNT:  Shall  have the  meaning  set forth in
SECTION 6.3(A).

            DEFICIENCY  CLAIM DATE:  With  respect to any  Distribution  Date,
the [_______] Business Day immediately preceding such Distribution Date.

            DEFICIENCY  NOTICE:  Shall have the  meaning set forth in SECTION
6.3(A).

            DEFINITIVE  CERTIFICATE:  Shall  have  the  meaning  set  forth in
SECTION 7.3(C).

            DELINQUENCY RATIO: With respect to any Distribution Date, a fraction
(a) the numerator of which is equal to the aggregate Principal Balance (as of
the related Record Date) of all Receivables that were 30 or more days delinquent
with respect to more than ten percent of a Scheduled Payment and (b) the
denominator of which is equal to the Aggregate Principal Balance of the
Receivables as of the related Record Date.

            DEPOSIT  DATE:  With  respect  to  any  Collection   Period,   the
Business Day immediately preceding the related Determination Date.

            DEPOSITOR:   shall  have  the  meaning  set  forth  in  the  first
paragraph of this Agreement.

            DEPOSITORY:  The Depository  Trust Company,  55 Water Street,  New
York, New York 10041 and any successor Depository hereafter named.

            DETERMINATION  DATE:  With respect to any Collection  Period,  the
ninth Business Day preceding the Distribution Date in the next calendar month.

            DISTRIBUTION AMOUNT: With respect to a Distribution Date, the sum of
(i) the Available Funds for such Distribution Date, plus (ii) the Deficiency
Claim Amount, if any, received by the Trustee with respect to such Distribution
Date.

            DISTRIBUTION DATE: With respect to a Collection Period, the [____]
day of the next succeeding calendar month, or if such [____] day is not a
Business Day, the next succeeding Business Day, commencing [_____], 200[_].

            DRAW DATE:  With  respect  to any  Distribution  Date,  the [____]
Business Day immediately preceding such Distribution Date.


                                      -8-
<PAGE>


            ELECTRONIC   LEDGER:   The   electronic   master   record  of  the
installment sales contracts or installment loans of the Servicer.

            ELIGIBLE ACCOUNT: (i) A segregated trust account that is maintained
with a depository institution acceptable to the Certificate Insurer (so long as
an Insurer Default shall not have occurred and be continuing), (ii) a segregated
direct deposit account maintained 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 [____] by [___________] and
[____] by [___________] and (so long as an Insurer Default shall not have
occurred and be continuing) acceptable to the Certificate Insurer, or (iii) a
segregated trust account with the corporate trust department of the initial
Trustee. In either case, such depository institution or trust company shall have
been approved by the Controlling Party (as defined in the Spread Account
Agreement), acting in its discretion, by written notice to the Spread Account
Trustee.

            ELIGIBLE INVESTMENTS:   Any one or more of the following  types of
investments:

            (i) (a) direct interest-bearing obligations of, and interest-bearing
      obligations guaranteed as to timely payment of principal and interest by,
      the United States or any agency or instrumentality of the United States
      the obligations of which are backed by the full faith and credit of the
      United States; and (b) direct interest-bearing obligations of, and
      interest-bearing obligations guaranteed as to timely payment of principal
      and interest by, the Federal National Mortgage Association or the Federal
      Home Loan Mortgage Corporation, but only if, at the time of investment,
      such obligations are rated AAA by [___________] and Aaa by [___________];

            (ii) demand or time deposits in, certificates of deposit of, or
      bankers' acceptances issued by any depository institution or trust company
      organized under the laws of the United States or any State and subject to
      supervision and examination by federal and/or State banking authorities
      (including, if applicable, the Trustee or any agent of the Trustee acting
      in their respective commercial capacities); provided that the short-term
      unsecured debt obligations of such depository institution or trust company
      at the time of such investment, or contractual commitment providing for
      such investment, are rated [____] by [___________] and [____] by
      [___________];

            (iii) repurchase obligations pursuant to a written agreement (1)
      with respect to any obligation described in clause (i) above, where the
      Trustee has taken actual or constructive delivery of such obligation in
      accordance with SECTION 5.1, and (2) entered into with a depository
      institution or trust company organized under the laws of the United States
      or any State thereof, the deposits of which are insured by the Federal
      Deposit Insurance Corporation and the short-term unsecured debt
      obligations of which are rated "[____]" by [______________] and "[____]"
      by [___________] (including, if applicable, the Trustee or any agent of
      the Trustee acting in their respective commercial capacities);

            (iv) securities bearing interest or sold at a discount rated
      "[____]" by [______________] and "[____]" by [___________] issued by any
      corporation incorporated under the laws of the United States or any State
      whose long-term unsecured


                                      -9-
<PAGE>


      debt obligations are rated AAA by [___________] and Aaa by [___________]
      at the time of such investment or contractual commitment providing for
      such investment; PROVIDED, HOWEVER, that securities issued by any
      particular corporation will not be Eligible Investments to the extent that
      an investment therein will cause the then outstanding principal amount of
      securities issued by such corporation and held as part of the Collection
      Account to exceed [_____]% of the Eligible Investments held in the
      Collection Account (with Eligible Investments held in the Collection
      Account valued at par);

            (v)   commercial  paper  that  (1) is  payable  in  United  States
      dollars  and (2) is rated  "[____]"  by  [___________]  and  "[____]" by
      [___________];

            (vi) money market mutual funds registered under the Investment
      Company Act of 1940, as amended, having a rating, at the time of such
      investment, from each of the Rating Agencies in the highest investment
      category granted thereby and acceptable to the Certificate Insurer; and

            (vii) any other demand or time deposit, obligation, security or
      investment as may be acceptable to the Certificate Insurer, as evidenced
      by the prior written consent of the Certificate Insurer, as may from time
      to time be confirmed in writing to the Trustee by the Certificate Insurer.

            ELIGIBLE SERVICER: The Servicer, the Backup Servicer or another
Person which at the time of its appointment as Servicer, (i) is servicing a
portfolio of motor vehicle installment sales contracts and/or motor vehicle
installment loans, (ii) is legally qualified and has the capacity to service the
Receivables, (iii) has demonstrated the ability professionally and competently
to service a portfolio of motor vehicle installment sales contracts and/or motor
vehicle installment loans similar to the Receivables with reasonable skill and
care, and (iv) is qualified and entitled to use, pursuant to a license or other
written agreement, and agrees to maintain the confidentiality of, the software
which the Servicer uses in connection with performing its duties and
responsibilities under this Agreement or otherwise has available software which
is adequate to perform its duties and responsibilities under this Agreement.

            [____________]: Collectively,  [____________________],  the Seller
and the Originators.

            [____________] BANKS: Depository institutions named by the Servicer
and, so long as an Insurer Default shall not have occurred and be continuing,
acceptable to the Certificate Insurer, or, if an Insurer Default shall have
occurred and be continuing, a Certificate Majority.

            [____________]   COLLECTION  ACCOUNTS:   The  segregated  accounts
maintained on behalf of the Trustee by the  [____________]  Banks  pursuant to
SECTION 4.2(D).

            FINAL SCHEDULED DISTRIBUTION DATE:  [_________][_], 200[_].


                                      -10-
<PAGE>


            FINANCED VEHICLE: A new or used automobile or light duty truck, van
or mini-van together with all accessories thereto, securing or purporting to
secure an Obligor's indebtedness under a Receivable.

            FRACTIONAL  UNDIVIDED INTEREST:  The fractional undivided interest
in the Trust that is evidenced by a Certificate.

            INDEMNIFICATION  AGREEMENT:  The  Indemnification  Agreement among
the Certificate Insurer, [____________], the Depositor and the Underwriter.

            INDEPENDENT  ACCOUNTANTS:  shall  have the  meaning  set  forth in
SECTION 4.11(A).

            INSURANCE  AGREEMENT:  The Insurance and Indemnity Agreement among
the Depositor, [____________], the Certificate Insurer, and the Seller.

            INSURANCE  AGREEMENT  EVENT OF  DEFAULT:  An "Event of Default" as
defined in the related Insurance Agreement.

            INSURANCE POLICY: With respect to a Receivable, any insurance policy
(including the insurance policies described in SECTION 3.02(W) of the
Unaffiliated Seller's Agreement benefiting the holder of the Receivable
providing loss or physical damage, credit life, credit disability, theft,
mechanical breakdown or similar coverage with respect to the Financed Vehicle or
the Obligor.

            INSURER  DEFAULT:  The  occurrence  and  continuance of any of the
following events:

            (a)   the Certificate Insurer shall have failed to make a payment
required under the Policy in accordance with its terms;

            (b)   the Certificate Insurer shall have (i) filed a petition or
commenced any case or proceeding under any provision or chapter of the United
States Bankruptcy Code or any other similar federal or state law relating to
insolvency, bankruptcy, rehabilitation, liquidation or reorganization, (ii) made
a general assignment for the benefit of its creditors, or (iii) had an order for
relief entered against it under the United States Bankruptcy Code or any other
similar federal or state law relating to insolvency, bankruptcy, rehabilitation,
liquidation or reorganization which is final and nonappealable; or

            (c)   a court of competent jurisdiction, the New York Department of
Insurance or other competent regulatory authority shall have entered a final and
nonappealable order, judgment or decree (i) appointing a custodian, trustee,
agent or receiver for the Certificate Insurer or for all or any material portion
of its property or (ii) authorizing the taking of possession by a custodian,
trustee, agent or receiver of the Certificate Insurer (or the taking of
possession of all or any material portion of the property of the Certificate
Insurer).

            LIEN: Any security interest, lien, charge, pledge, preference,
equity or encumbrance of any kind, including tax liens, mechanics' liens and any
liens that attach by operation of law.


                                      -11-
<PAGE>


            LIEN CERTIFICATE: With respect to a Financed Vehicle, an original
certificate of title, certificate of lien or other notification issued by the
Registrar of Titles of the applicable state to a secured party which indicates
that the lien of the secured party on the Financed Vehicle is recorded on the
original certificate of title. In any jurisdiction in which the original
certificate of title is required to be given to the Obligor, the term "Lien
Certificate" shall mean only a certificate or notification issued to a secured
party.

            LIQUIDATED RECEIVABLE: With respect to any Collection Period, a
Receivable as to which (i) 60 days have elapsed since the Servicer repossessed
the Financed Vehicle, (ii) the Servicer has determined in good faith that all
amounts it expects to recover have been received, (iii) more than ten percent of
a Scheduled Payment shall have become 180 or more days delinquent or (iv) the
Financed Vehicle has been sold and the proceeds received. Any Receivable that
becomes a Purchased Receivable on or before the related Deposit Date shall not
be a Liquidated Receivable.

            LIQUIDATION PROCEEDS: With respect to a Liquidated Receivable, all
amounts realized with respect to such Receivable (other than amounts withdrawn
from the Spread Account and drawings under the Policy) net of amounts that are
required to be refunded to the Obligor on such Receivable less reasonable
Servicer out-of-pocket costs including repossession and resale expenses not
already deducted from such amounts; PROVIDED, HOWEVER, that the Liquidation
Proceeds with respect to any Receivable shall in no event be less than zero.

            LOCAL BANKS: Depository institutions named by the Servicer and, so
long as an Insurer Default shall not have occurred and be continuing, acceptable
to the Certificate Insurer, or, if an Insurer Default shall have occurred and be
continuing, a Certificate Majority.

            LOCAL COLLECTION  ACCOUNTS:  The segregated accounts maintained on
behalf of the Trust by the Local Banks pursuant to SECTION 4.2(D).

            [___________]:  [________________], or any successor thereto.

            NET LOSS RATE: For any Collection Period, the product, expressed as
a percentage, of twelve multiplied by a fraction, the numerator of which is
equal to (i) the sum of (a) the aggregate of the Principal Balances as of the
related Record Date of all Receivables that became Liquidated Receivables during
the related Collection Period and (b) the amount of any Cram Down Losses less
(ii) the Liquidation Proceeds received by the Trust with respect to Receivables
which became Liquidated Receivables in prior Collection Periods, and the
denominator of which is equal to the average of the Aggregate Principal Balance
as of the related Record Date and the Aggregate Principal Balance as of the
first day of the related Collection Period.

            NOTICE OF CLAIM: A written or telecopied notice from the Trustee to
the Certificate Insurer, substantially in the form of Exhibit A to the Policy.

            OBLIGOR:  The  purchaser  or the  co-purchasers  of  the  Financed
Vehicle  and any other  Person or Persons  who are  primarily  or  secondarily
obligated to make payments under a Receivable.


                                      -12-
<PAGE>


            OFFICER'S CERTIFICATE: A certificate signed by the chairman of the
board, the vice chairman, the president, the chief financial officer, the
treasurer, the assistant treasurer, the controller or any executive vice
president.

            OPINION OF COUNSEL: A written opinion of counsel acceptable in form
and substance to the Trustee and, if such opinion or a copy thereof is required
by the provisions of this Agreement to be delivered to the Certificate Insurer,
to the Certificate Insurer.

            ORIGINAL AGGREGATE PRINCIPAL BALANCE:  $[_____________]

            ORIGINATORS:     [___________________],     a     [______________]
corporation and [__________________], a [_______________] corporation.

            ORIGINATOR'S UNDERWRITING GUIDE: means the respective underwriting
manuals used by each Originator in the origination or purchase of Receivables as
amended from time to time.

            PARTICIPANT: Any broker-dealer, bank or other financial institution
for which the Depository holds Class A Certificates from time to time as a
securities depository.

            PERSON: Any legal person, including any individual, corporation,
partnership, joint venture, estate, association, joint stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof, or any other entity.

            POLICY: The financial guaranty insurance policy number [______]
issued by the Certificate Insurer to the Trustee for the benefit of the Class A
Certificateholders, including any endorsements thereto.

            POLICY CLAIM AMOUNT:  Shall have the meaning set forth in SECTION
6.4(A).

            POLICY  PAYMENTS  ACCOUNT:  The account  designated  as the Policy
Payments  Account in, and which is  established  and  maintained  pursuant to,
SECTION 5.1.

            POOL FACTOR: With respect to any Distribution Date, a seven digit
decimal figure equal to, as applicable, the Class A Certificate Balance as of
such Distribution Date (after giving effect to distributions on such date)
divided by the Class A Certificate Balance as of the Closing Date, or the Class
B Certificate Balance as of such Distribution Date (after giving effect to
distributions on such date) divided by the Class B Certificate Balance as of the
Closing Date.

            PREFERENCE  CLAIM:  Shall have the  meaning  set forth in SECTION
6.5(B).

            PREPAYMENT:  Any  payment  in  full  made  by an  Obligor  of  the
principal of a Receivable  which is received by the Servicer in advance of the
scheduled maturity date for such Receivable.

            PRINCIPAL BALANCE: With respect to any Receivable, as of any date,
the Amount Financed minus (i) that portion of all amounts received on or prior
to


                                      -13-
<PAGE>


such date and allocable to principal in accordance with the terms of the
Receivable, and (ii) any Cram Down Loss in respect of such Receivable.

            PURCHASE AGREEMENT: The Purchase Agreement and Assignment dated as
of [_____], 200[_] between the Originators, the Seller and
[____________________] relating to the purchase by the Seller from the
Originators of the Receivables, as set forth in Exhibit H.

            PURCHASE  AMOUNT:  With  respect to a  Receivable,  the  Principal
Balance and all accrued and unpaid  interest on the  Receivable as of the date
of purchase.

            PURCHASED RECEIVABLE: As of any Record Date, any Receivable that
became a Warranty Receivable or Administrative Receivable as of such Record Date
(or which the Seller, the Originators or the Servicer has elected to purchase as
of an earlier Record Date, as permitted hereunder) and as to which the Purchase
Amount has been deposited in the Collection Account by the Seller, the
Originators, [____________________] or the Servicer, as applicable, on or before
the related Deposit Date.

            RATING AGENCY: Each of [___________] and [______________], so long
as such Persons maintain a rating on the Certificates; and if either
[___________] or [___________] no longer maintains a rating on the Certificates,
such other nationally recognized statistical rating organization selected by the
Depositor and (so long as an Insurer Default shall not have occurred and be
continuing) acceptable to the Certificate Insurer.

            RECEIVABLE: An installment sale contract or promissory note (and
related security agreement) for a new or used automobile or light duty truck,
van or mini-van (and all accessories thereto) that is included in the Schedule
of Receivables, and all rights and obligations under such a contract, but not
including (i) any Liquidated Receivable (other than for purposes of calculating,
as applicable, the Class A Principal Distributable Amount and the Class B
Principal Distributable Amount hereunder) or (ii) any Purchased Receivable on or
after the Record Date immediately preceding the Deposit Date on which payment of
the Purchase Amount is made in connection therewith pursuant to SECTION 5.4.

            RECEIVABLE FILE: The documents,  electronic  entries,  instruments
and writings listed in SECTION 3.2 pertaining to a particular Receivable.

            RECORD DATE: With respect to any Determination Date or Distribution
Date, the last day of the immediately preceding calendar month, except that with
respect to the initial Determination Date or Distribution Date, the Closing
Date.

            REGISTRAR OF TITLES: With respect to any state, the governmental
agency or body responsible for the registration of, and the issuance of
certificates of title relating to, motor vehicles and liens thereon.

            RELATED DOCUMENTS: The Certificates, the Purchase Agreement, the
Indemnification Agreement, the Spread Account Agreement, the Insurance Agreement
and the Unaffiliated Seller's Agreement. The Related Documents to be executed by
any party are referred to herein as "such party's Related Documents," "its
Related Documents" or by a similar expression.


                                      -14-
<PAGE>


            REPRESENTATION LETTER: Letters to, or agreements with, the
Depository to effectuate a book entry system with respect to the Class A
Certificates registered in the Certificate Register under the nominee of the
Depository.

            REPURCHASE EVENTS: The occurrence of a breach of any of
[____________]'s representations or warranties in the Unaffiliated Seller's
Agreement and the Purchase Agreement or the Servicer's representations and
warranties in this Agreement which requires the repurchase of a Receivable by
[____________] or the Servicer.

            REQUIRED DEPOSIT RATING: A rating on short-term unsecured debt
obligations of at least "[____]" by [___________] and at least "[____]" by
[___________] (or such other rating as may be acceptable to the Rating Agencies
and, so long as an Insurer Default shall not have occurred and be continuing,
the Certificate Insurer) so as to not affect the rating on the Certificates.

            REQUISITE  AMOUNT:  shall have the meaning set forth in the Spread
Account Agreement.

            RESPONSIBLE OFFICER: When used with respect to the Trustee, any
officer within the Corporate Trust Office of the Trustee, including any Vice
President, Assistant Vice President, Assistant Treasurer, Assistant Secretary,
Managing Director or any other officer of the Trustee customarily performing
functions similar to those performed by any of the above designated officers and
also, with respect to a particular matter, any other officer to whom such matter
is referred because of such officer's knowledge of and familiarity with the
particular subject. When used with respect to any other Person that is not an
individual, the President, any Vice-President, Assistant Vice-President,
Treasurer, Assistant Treasurer or the Controller of such Person, or any other
officer or employee having similar functions.

            RULE OF 78'S METHOD: means the method under which a portion of a
payment allocated to earned interest and the portion allocable to principal is
determined according to the sum of the month's digits or any equivalent method
commonly referred to as the "Rule of 78's."

            RULE OF 78'S RECEIVABLES: means any Receivable under which the
portion of a payment allocable to interest and the portion allocable to
principal is determined in accordance with the Rule of 78's Method.

            SCHEDULE OF RECEIVABLES: The schedule of all installment sales
contracts and promissory notes originally held as part of the Trust which is
attached as Schedule A.

            SCHEDULED PAYMENT: With respect to any Collection Period for any
Receivable, the amount set forth in such Receivable as required to be paid by
the Obligor in such Collection Period. If after the Closing Date, the Obligor's
obligation under a Receivable with respect to a Collection Period has been
modified so as to differ from the amount specified in such Receivable as a
result of (i) the order of a court in an insolvency proceeding involving the
Obligor, (ii) pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940 or
(iii) modifications or extensions of the Receivable permitted by SECTION 4.2(B),
the Scheduled Payment with respect to such Collection Period shall refer to the
Obligor's payment obligation with respect to such Collection Period as so
modified.


                                      -15-
<PAGE>


            SELLER:   [____________],  a  special-purpose   finance  vehicle
incorporated in [________] and a subsidiary of the Originators.

            SERIES:  The Certificates issued pursuant to this Agreement.

            SERVICER:   shall  have  the   meaning  set  forth  in  the  first
paragraph of this Agreement.

            SERVICER  EXTENSION  NOTICE:  The  notice  delivered  pursuant  to
SECTION 4.14.

            SERVICING  PROCEDURES  MANUAL:  means the servicing manual used by
the  Servicer  (or  the   Sub-Servicers   with  respect  to  the  Sub-Serviced
Receivables) in the servicing of the Receivables as amended from time to time.

            SERVICER TERMINATION EVENT:  An event described in SECTION 10.1.

            SERVICER'S CERTIFICATE: With respect to each Determination Date, a
certificate, completed by and executed on behalf of the Servicer, in accordance
with SECTION 4.9, substantially in the form attached hereto as Exhibit E.

            SIMPLE INTEREST METHOD: The method of allocating a fixed level
payment on an obligation between principal and interest, pursuant to which the
portion of such payment that is allocated to interest is equal to the product of
the fixed rate of interest on such obligation multiplied by the period of time
(expressed as a fraction of a year, based on the actual number of days in the
calendar month and 365 days in the calendar year) elapsed since the preceding
payment under the obligation was made.

            SIMPLE INTEREST RECEIVABLE: A Receivable under which the portion of
the payment allocable to interest and the portion allocable to principal is
determined in accordance with the Simple Interest Method.

            SPREAD  ACCOUNT:  The Spread  Account  established  and maintained
pursuant to the Spread  Account  Agreement.  The Spread Account is not part of
the Trust Property.

            SPREAD ACCOUNT AGREEMENT: The Master Spread Account Agreement among
the Seller, [____________________], the Originators, the Certificate Insurer and
the Trustee as Trustee and Spread Account Trustee substantially in the form
attached hereto as Exhibit D, as the same may be amended, supplemented or
otherwise modified in accordance with the terms thereof.

            SPREAD ACCOUNT TRUSTEE: The Spread Account Trustee named in the
Spread Account Agreement, and any successor thereto pursuant to the terms of the
Spread Account Agreement.

            [___________]: [___________] Ratings Services, a division of the
[_________________], or any successor thereto.


                                      -16-
<PAGE>


            SUB-SERVICED  RECEIVABLES:  Those Receivables  sub-serviced by the
[___________________].

            SUB-SERVICERS:   [______________],  with  respect  to  Receivables
originated by it and [______________].  with respect to Receivables originated
by it.

            SUPPLEMENTAL SERVICING FEE: With respect to any Collection Period
(i) all administrative fees, expenses and charges paid by or on behalf of
Obligors, including late fees, prepayment fees and liquidation fees collected on
the Receivables during such Collection Period and (ii) the net realized earnings
on all investments of funds deposited in the Collection Account.

            TOTAL  SERVICING  FEE: The sum of the Basic  Servicing Fee and the
Supplemental Servicing Fee.

            TRIGGER  EVENT:  shall  have the  meaning  set forth in the Spread
Account Agreement.

            TRUST:  shall have the meaning set forth in SECTION 2.1.

            TRUST PROPERTY: The property and proceeds of every description
conveyed pursuant to SECTION 3.1 hereof, together with certain monies paid on or
after the Cut-Off Date, the Policy, the Collection Account (including all
Eligible Investments therein and all proceeds therefrom), collections on the
Receivables held at any time in the [____________] Collection Accounts,
collections on the Receivables held at any time in the Local Collection Accounts
and certain other rights under this Agreement. The Spread Account is not a part
of or otherwise includable in the Trust or the Trust Property.

            TRUSTEE:  shall have the meaning set forth in the first  paragraph
of this Agreement.

            UCC:  The  Uniform  Commercial  Code as in effect in the  relevant
jurisdiction.

            UNAFFILIATED SELLER'S AGREEMENT: The Unaffiliated Seller's Agreement
between the Depositor, the Seller, [____________________] and the Originators,
dated as of [_____], 200[_] pursuant to which the Seller will sell the
Receivables to the Depositor.

            UNDERWRITER:  PaineWebber Incorporated.

            WARRANTY  RECEIVABLE:  With respect to any  Collection  Period,  a
Receivable which  [____________]  has become obligated to repurchase  pursuant
to SECTION 3.6.

            Section 1.2 USAGE OF TERMS. With respect to all terms used in this
Agreement, the singular includes the plural and the plural the singular; words
importing any gender include the other genders; references to "writing" include
printing, typing, lithography, and other means of reproducing words in a visible
form; references to agreements and other contractual instruments include all
subsequent amendments thereto or changes therein entered into in accordance with
their respective terms and not prohibited by this Agreement; references to
Persons include their permitted successors and assigns; and the terms "include"
or "including" mean "include without limitation" or "including without
limitation."


                                      -17-
<PAGE>


            Section 1.3 CALCULATIONS. All calculations of the amount of interest
accrued on the Certificates and all calculations of the amount of the Basic
Servicing Fee shall be made on the basis of a 360-day year consisting of twelve
30-day months. All references to the Principal Balance of a Receivable as of a
Record Date shall refer to the close of business on such day.

            Section 1.4 SECTION REFERENCES. All references to Articles,
Sections, paragraphs, subsections, exhibits and schedules shall be to such
portions of this Agreement unless otherwise specified.

            Section 1.5 ACTION BY OR CONSENT OF CERTIFICATEHOLDERS. Whenever any
provision of this Agreement refers to action to be taken, or consented to, by
Certificateholders, such provision shall be deemed to refer to
Certificateholders of record as of the Record Date immediately preceding the
date on which such action is to be taken, or consent given, by
Certificateholders. Solely for the purposes of any action to be taken, or
consented to, by Certificateholders, any Certificate registered in the name of
the Seller or any Affiliate thereof shall be deemed not to be outstanding and
the Fractional Undivided Interest evidenced thereby shall not be taken into
account in determining whether the requisite Fractional Undivided Interest
necessary to effect any such action or consent has been obtained; PROVIDED,
HOWEVER, that, solely for the purpose of determining whether the Trustee is
entitled to rely upon any such action or consent, only Certificates which a
Responsible Officer of the Trustee actually knows to be so owned shall be so
disregarded.

            Section 1.6 NO RECOURSE. No recourse may be taken, directly or
indirectly, under this Agreement or any certificate or other writing delivered
in connection herewith or therewith, against any stockholder, officer, or
director, as such, of the Depositor, the Seller, the Originators, the Servicer
or the Trustee or of any predecessor or successor of the Depositor, the Seller,
the Originators, the Servicer or the Trustee.

            Section 1.7 MATERIAL ADVERSE EFFECT. Whenever a determination is to
be made under this Agreement as to whether a given event, action, course of
conduct or set of facts or circumstances could or would have a material adverse
effect on the Trust or the Certificateholders (or any similar or analogous
determination), such determination shall be made without taking into account the
insurance provided by the Policy.

                                   ARTICLE II

                                CREATION OF TRUST

            Section 2.1 CREATION OF TRUST. The Depositor does hereby create and
establish, pursuant to the laws of the State of New York and this Agreement a
trust (the "TRUST"), which for convenience shall be known as
"[__________________] Trust 200[_]-[_]."


                                      -18-
<PAGE>


                                   ARTICLE III

              CONVEYANCE OF RECEIVABLES; ACCEPTANCE BY TRUSTEE;
                        ORIGINAL ISSUANCE OF CERTIFICATES

            Section 3.1 CONVEYANCE OF RECEIVABLES. (a) Subject to the terms and
conditions of this Agreement, the Depositor hereby sells, transfers, assigns,
and otherwise conveys to the Trustee, in trust for the benefit of the
Certificateholders, without recourse (but without limitation of its obligations
in this Agreement), all of the right, title and interest of the Depositor in and
to the Receivables, all monies at any time paid or payable thereon or in respect
thereof after the Cut-Off Date (including amounts due on or before the Cut-Off
Date but received by the Depositor, the Seller or the Originators after the
Cut-Off Date), an assignment of security interests of the Originators in the
Financed Vehicles, the Insurance Policies and any proceeds from any Insurance
Policies relating to the Receivables, the Obligors or the Financed Vehicles,
including rebates of premiums, rights of the Originators against Dealers with
respect to the Receivables under the Dealer Agreements and the Dealer
Assignments, all items contained in the Receivable Files, any and all other
documents that the Originators keep on file in accordance with their customary
procedures relating to the Receivables, the Obligors or the Financed Vehicles,
property (including the right to receive future Liquidation Proceeds) that
secures a Receivable and that has been acquired by or on behalf of the Trust
pursuant to liquidation of such Receivable, and all proceeds of the foregoing.
It is the intention of the Depositor and the Seller that the transfer and
assignment contemplated by this Agreement shall constitute a sale of the
Receivables and other Trust Property from the Depositor to the Trust and the
beneficial interest in and title to the Receivables and the other Trust Property
shall not be part of the Depositor's or the Seller's estate in the event of the
filing of a bankruptcy petition by or against the Depositor or the Seller under
any bankruptcy law. In the event that, notwithstanding the intent of the
Depositor or the Seller, the transfer and assignment contemplated hereby is held
not to be a sale, this Agreement shall constitute a grant of a security interest
in the property referred to in this SECTION 3.1 for the benefit of the
Certificateholders. The execution and delivery of this Agreement shall
constitute an acknowledgment by the Depositor, the Seller and the Trustee on
behalf of the Certificateholders that they intend to establish (for Federal tax
purposes) a trust, rather than an association taxable as a corporation. The
powers granted and obligations undertaken in this Agreement shall be construed
so as to further such intent.

            (b)   The Depositor hereby directs the Trustee to, and the Trustee
does hereby, accept the Trust Property conveyed by the Depositor pursuant to
this SECTION 3.1. The Trustee declares that the Trustee shall hold such Trust
Property upon the trusts herein set forth for the benefit of all present and
future Certificateholders, subject to the terms and provisions of this
Agreement. The Depositor hereby appoints the Trustee as the Depositor's
attorney-in-fact with all power independently to enforce all of the Depositor's
rights against the Seller, the Originators and [____________________] under the
Unaffiliated Seller's Agreement directs the Trustee to enforce such rights. The
Trustee hereby accepts such appointment and agrees to enforce such rights.

            Section 3.2 CUSTODY MATTERS. (a) In connection with the sale,
transfer and assignment of the Receivables and the other Trust Property to the
Trust pursuant to this Agreement, the Depositor shall deliver to the Trustee the
following documents or instruments in


                                      -19-
<PAGE>


its possession which shall be delivered to the Trustee on or before the Closing
Date (or in the case of the Lien Certificate, within 180 days after the Closing
Date) with respect to each Receivable:

               (i)  the fully executed original of the Receivable (together with
      any agreements modifying the Receivable, including without limitation any
      extension agreements); and

               (ii) the Lien Certificate, or, if not yet received, such
      documents, if any, that the related Originator keeps on file in accordance
      with its customary procedures indicating that the Financed Vehicle is
      owned by the Obligor and subject to the interest of the related Originator
      as first lienholder or secured party.

            (b)   Upon payment in full on any Receivable, the Servicer will
notify the Trustee by an Officer's Certificate (which certification shall
include a statement to the effect that all amounts received in connection with
such payments which are required to be deposited in the Collection Account
pursuant to SECTION 3.1 have been so deposited) and shall request delivery of
the Receivable and Receivable File to the Servicer. From time to time as
appropriate for servicing and enforcing any Receivable, the Trustee shall, upon
written request of an officer of the Servicer and delivery to the Trustee of a
receipt signed by such officer in the form of Exhibit I attached hereto, cause
the original Receivable and the related Receivable File to be released to the
Servicer. The Trustee may conclusively rely and shall be protected when acting
or refraining from acting upon any certificate, request or receipt under this
Section. The Servicer's receipt of a Receivable and/or Receivable File shall
obligate the Servicer to return the original Receivable and the related
Receivable File to the Trustee when its need by the Servicer has ceased unless
the Receivable shall be liquidated or repurchased as described in SECTION 3.6 or
4.7.

            Section 3.3 CONDITIONS TO ACCEPTANCE BY TRUSTEE. As conditions to
the execution and delivery of the Certificates by the Trustee on the Closing
Date, the Trustee shall have received the following on or before the Closing
Date:

            (a)   The  Schedule of  Receivables  certified  by the  President,
Controller or Treasurer of the Depositor;

            (b)   Copies of resolutions of the Board of Directors of the
Depositor approving the execution, delivery and performance of this Agreement
and the transactions contemplated hereby, certified by a Secretary or an
Assistant Secretary of the Depositor;

            (c)   Copies of resolutions of the Board of Directors of the
Servicer approving the execution, delivery and performance of this Agreement and
the transactions contemplated hereby, certified by a Secretary or an Assistant
Secretary of the Servicer;

            (d)   Evidence that 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 Trustee a first priority
perfected lien on, or ownership interest in, the Receivables and the other Trust
Property have been made, taken or performed;

            (e)   An   executed   copy  of  the  Policy  and  Spread   Account
Agreement; and


                                      -20-
<PAGE>


            (f)   A computer tape and a diskette in a format acceptable to the
Trustee containing the information with respect to the Receivables.

            Section 3.4 REPRESENTATIONS, WARRANTIES AND COVENANTS OF DEPOSITOR.
The Depositor hereby makes the following representations, warranties and
covenants to the Trustee, the Certificate Insurer and the Certificateholders on
which the Trustee relies in accepting the Receivables in trust and in
authenticating the Certificates. Such representations, warranties and covenants
are made as of the Closing Date and shall survive the sale, transfer and
assignment of the Receivables to the Trustee, until the Certificates have been
paid in full. The Depositor represents and warrants, as to itself:

               (i)  ORGANIZATION AND GOOD STANDING. The Depositor has been duly
      organized and is validly existing as a corporation in good standing under
      the laws of the State of Delaware, with power and authority to own its
      properties and to conduct its business as such properties are currently
      owned and such business is currently conducted, and had at all relevant
      times, and now has, power, authority and legal right to acquire, own and
      sell the Receivables and the other property transferred to the Trust.

               (ii) DUE QUALIFICATION. The Depositor is duly qualified to do
      business as a foreign corporation in good standing, and has obtained all
      necessary licenses and approvals, in all jurisdictions in which the
      ownership or lease of its property or the conduct of its business requires
      such qualification.

               (iii) POWER AND AUTHORITY. The Depositor has the power and
      authority to execute and deliver this Agreement and the Related Documents
      to which it is a party and to carry out its terms and their terms,
      respectively; the Depositor has full power and authority to sell and
      assign the Trust Property to be sold and assigned to and deposited with
      the Trustee by it and has duly authorized such sale and assignment to the
      Trustee by all necessary corporate action; and the execution, delivery and
      performance of this Agreement and the Related Documents to which it is a
      party have been duly authorized by the Depositor by all necessary
      corporate action.

               (iv) VALID SALE; BINDING OBLIGATIONS. This Agreement, when duly
      executed and delivered, shall effect a valid sale, transfer and assignment
      of the Receivables and the other Trust Property, enforceable against the
      Depositor and creditors of and purchasers from the Depositor; and this
      Agreement and the Related Documents to which it is a party, when duly
      executed and delivered, shall constitute legal, valid and binding
      obligations of the Depositor enforceable in accordance with their
      respective terms, except as enforceability may be limited by bankruptcy,
      insolvency, reorganization or other similar laws affecting the enforcement
      of creditors' rights generally and by equitable limitations on the
      availability of specific remedies, regardless of whether such
      enforceability is considered in a proceeding in equity or at law.

               (v)  NO VIOLATION. The consummation of the transactions
      contemplated by this Agreement and the Related Documents to which it is a
      party and the fulfillment of the terms of this Agreement and the Related
      Documents to which it is a party shall not conflict with, result in any
      breach of any of the terms and provisions of or constitute



                                      -21-
<PAGE>


      (with or without notice, lapse of time or both) a default under, the
      certificate of incorporation or by-laws of the Depositor, or any
      indenture, agreement, mortgage, deed of trust or other instrument to which
      the Depositor is a party or by which it is bound or result in the creation
      or imposition of any Lien upon any of its properties pursuant to the terms
      of any such indenture, agreement, mortgage, deed of trust or other
      instrument, other than this Agreement, or violate any law, order, rule or
      regulation applicable to the Depositor of any court or of any federal or
      state regulatory body, administrative agency or other governmental
      instrumentality having jurisdiction over the Depositor or any of its
      properties.

               (vi) NO PROCEEDINGS. There are no material proceedings or
      investigations pending or, to the Depositor's knowledge, threatened
      against the Depositor, before any court, regulatory body, administrative
      agency or other tribunal or governmental instrumentality having
      jurisdiction over the Depositor or its properties (i) asserting the
      invalidity of this Agreement or any of the Related Documents, (ii) seeking
      to prevent the issuance of the Certificates or the consummation of any of
      the transactions contemplated by this Agreement or any of the Related
      Documents, (iii) seeking any determination or ruling that might materially
      and adversely affect the performance by the Depositor of its obligations
      under, or the validity or enforceability of, this Agreement or any of the
      Related Documents, (iv) involving the Depositor and which might adversely
      affect the federal income tax or other federal, state or local tax
      attributes of the Certificates, or (v) that could have a material adverse
      effect on the Receivables.

               (vii) APPROVALS. All approvals, authorizations, consents, orders
      or other actions of any person, corporation or other organization, or of
      any court, governmental agency or body or official, required in connection
      with the execution and delivery by the Depositor of this Agreement and the
      consummation of the transactions contemplated hereby have been or will be
      taken or obtained on or prior to the Closing Date.

               (viii) REGISTRATION. The Depositor's Registration Statement
      relating to the Class A Certificates has been declared effective under the
      Securities Act of 1933, as amended; such Registration Statement complies
      as to form with all requirements of such Act. The statements contained in
      the Registration Statement which describe the Depositor or matters or
      activities for which the Depositor is responsible or which are attributed
      to the Depositor therein are true and correct in all material respects,
      and the Registration Statement does not contain any untrue statement of a
      material fact with respect to the Depositor or omit to state a material
      fact required to be stated therein or necessary in order to make the
      statements contained therein with respect to the Depositor not misleading.
      To the best of the Depositor's knowledge and belief, the Registration
      Statement does not contain any untrue statement of a material fact
      required to be stated therein or omit to state any material fact required
      to be stated therein or necessary to make the statements contained therein
      not misleading.

               (ix)  CHIEF EXECUTIVE  OFFICE.  The chief  executive  office
      of the Depositor is located at [Address].


                                      -22-
<PAGE>


               (x)  NO GRANT OF A SECURITY INTEREST. The Depositor has not
      pledged, assigned or transferred to any creditor, lender or any other
      entity a security interest in the Depositor's right, title and interest in
      and to the Receivables and Other Conveyed Property (as defined in and
      pursuant to the Unaffiliated Seller's Agreement) which right, title and
      interest was conveyed to the Trust pursuant to SECTION 3.1 hereof, other
      than a security interest in favor of the Trustee on behalf of the
      Certificateholders pursuant to this Agreement. Nor have any UCC financing
      statements been filed or signed by or agreed to by the Depositor as debtor
      in respect of the Depositor's right, title and interest in and to the
      Receivables and the Other Conveyed Property (as defined in the
      Unaffiliated Seller's Agreement), other than the security interest granted
      to the Trustee on behalf of the Certificateholders pursuant to this
      Agreement.

            Section 3.5 [Reserved].

            Section 3.6 REPURCHASE OF RECEIVABLES UPON BREACH OF REPRESENTATION
AND WARRANTY. The Servicer or the Trustee, as the case may be, shall inform the
other parties to this Agreement and the Certificate Insurer promptly, in
writing, upon the discovery (or, in the case of the Trustee, upon actual
knowledge by a Responsible Officer of the Trustee), of any breach of the
Seller's representations and warranties pursuant to the Unaffiliated Seller's
Agreement; PROVIDED, HOWEVER, that the failure to give any such notice shall not
derogate from any obligation of [____________] and, PROVIDED FURTHER, that the
Trustee and the Backup Servicer shall have no duty to inquire into or to
investigate the breach of any such representations and warranties.
[____________], pursuant to the Unaffiliated Seller's Agreement and the Purchase
Agreement, shall either cure the breach by the Deposit Date of the first full
calendar month following the discovery by or notice to [____________] of the
breach or repurchase any Receivable materially and adversely affected by such
breach. The Trustee shall (provided that it either has actual knowledge of such
breach or has received such written notice thereof) enforce such obligation of
[____________] to repurchase any Receivable materially and adversely affected by
the breach. If [____________] shall fail to so repurchase any Receivable, the
Trustee shall promptly notify the Certificate Insurer, in writing, of such
failure. In consideration of the purchase of the Receivable, [____________]
shall remit the Purchase Amount in the manner specified in SECTION 5.4. The sole
remedy of the Trustee, the Trust, or the Certificateholders with respect to a
breach of the Seller's representations and warranties pursuant to the
Unaffiliated Seller's Agreement shall be to require [____________] to repurchase
such Receivables pursuant to the Unaffiliated Seller's Agreement or the Purchase
Agreement.

            In addition to the foregoing, [____________] shall, pursuant to the
Unaffiliated Seller's Agreement or the Purchase Agreement, as the case may be,
indemnify the Trustee, the Backup Servicer, the Depositor, the Spread Account
Trustee, the Certificate Insurer, the Trust and the Certificateholders against
all costs, expenses, losses, damages, claims and liabilities, including
reasonable fees and expenses of counsel, which may be asserted against or
incurred by any of them as a result of third-party claims arising out of the
events or facts giving rise to a breach of the representations and warranties
set forth in the Unaffiliated Seller's Agreement or the Purchase Agreement.

            Section 3.7 NONPETITION COVENANT. Until one year plus one day shall
have elapsed since the termination of the Trust in accordance with SECTION 12.1,
none of the



                                      -23-
<PAGE>


Depositor, the Seller, the Servicer, the Trustee, nor the Originators shall
petition or otherwise invoke the process of any court or government authority
for the purpose of commencing or sustaining a case against the Depositor or the
Trust under any federal or state bankruptcy, insolvency or similar law or
appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or
other similar official of the Depositor or the Trust or any substantial part of
its property, or ordering the winding up or liquidation of the affairs of the
Depositor or the Trust.

            Section 3.8 COLLECTING LIEN CERTIFICATES NOT DELIVERED ON THE
CLOSING DATE. In the case of any Receivable in respect of which written evidence
from an Originator or a Dealer selling the related Financed Vehicle that the
Lien Certificate for such Financed Vehicle showing the related Originator as
first lienholder has been applied for from the Registrar of Titles, the Servicer
shall use its best efforts to collect such Lien Certificate from the Registrar
of Titles as promptly as practicable. If such Lien Certificate showing the
related Originator as first lienholder is not received by the Trustee within 180
days after the Closing Date and, notwithstanding the Servicer's continued
efforts to obtain such Lien Certificate, a loss occurs as a result of the
failure to receive the Lien Certificate within 180 days, then the representation
and warranty in SECTION 3.02(Q) of the Unaffiliated Seller's Agreement in
respect of such Receivable shall be deemed to have been incorrect in a manner
that materially and adversely affects such Receivable, the Certificateholders,
the Certificate Insurer and the Trust, and the Receivable must be repurchased by
the Seller, the Originators or [____________] pursuant to SECTION 3.6 hereof.

                                   ARTICLE IV

                 ADMINISTRATION AND SERVICING OF RECEIVABLES

            Section 4.1 DUTIES OF THE SERVICER. (a) The Servicer is hereby
authorized to act as agent for the Trust and in such capacity shall manage,
service, administer and make collections on the Receivables, and perform the
other actions required by the Servicer under this Agreement. The Servicer shall
follow its customary standards, policies, and procedures in performing its
duties as Servicer; PROVIDED, that with respect to the Sub-Serviced Receivables
and for so long as the Sub-Servicers are sub-servicing the Sub-Serviced
Receivables, the Servicer shall follow each Sub-Servicer's respective customary
standards, policies and procedures; PROVIDED, FURTHER, that the Servicer and the
Sub-Servicers will be subject to no less degree of care and skill that would be
exercised by a prudent servicer of non-prime motor vehicle installment sale
contracts. The Servicer's duties shall include, without limitation, collection
and posting of all payments, responding to inquiries of Obligors on the
Receivables, investigating delinquencies, reporting any required tax information
to Obligors, policing the collateral, accounting for collections and furnishing
monthly and annual statements to the Trustee and the Certificate Insurer with
respect to distributions, monitoring the status of Insurance Policies with
respect to the Financed Vehicles and performing the other duties specified
herein. The Servicer shall also administer and enforce all rights and
responsibilities of the holder of the Receivables provided for in the Dealer
Agreements (and shall maintain possession of the Dealer Agreements, to the
extent it is necessary to do so), the Dealer Assignments and the Insurance
Policies, to the extent that such Dealer Agreements, Dealer Assignments and
Insurance Policies relate to the Receivables, the Financed Vehicles or the
Obligors. To the extent consistent with the standards, policies and procedures
otherwise required hereby, the Servicer shall follow its customary



                                      -24-
<PAGE>


standards, policies, and procedures and shall have full power and authority,
acting alone, to do any and all things in connection with such managing,
servicing, administration and collection that it may deem necessary or
desirable. Without limiting the generality of the foregoing, the Servicer is
hereby authorized and empowered by the Trustee to execute and deliver, on behalf
of the Certificateholders and the Trustee or any of them, any and all
instruments of satisfaction or cancellation, or of partial or full release or
discharge, and all other comparable instruments, with respect to the Receivables
and with respect to the Financed Vehicles; PROVIDED, HOWEVER, that
notwithstanding the foregoing, the Servicer shall not, except pursuant to an
order from a court of competent jurisdiction, release an Obligor from payment of
any unpaid amount under any Receivable or waive the right to collect the unpaid
balance of any Receivable from the Obligor, except that the Servicer may forego
collection efforts if the amount subject to collection is de minimis and if it
would forego collection in accordance with its customary procedures. The
Servicer is hereby authorized to commence, in its own name or in the name of the
Trustee on behalf of the Trust (provided the Servicer has obtained the Trustee's
consent, which consent shall not be unreasonably withheld), a legal proceeding
to enforce a Receivable pursuant to SECTION 4.3 or to commence or participate in
any other legal proceeding (including, without limitation, a bankruptcy
proceeding) relating to or involving a Receivable, an Obligor or a Financed
Vehicle. If the Servicer commences or participates in such a legal proceeding in
its own name, the Trustee shall thereupon be deemed to have automatically
assigned such Receivable to the Servicer solely for purposes of commencing or
participating in any such proceeding as a party or claimant, and the Servicer is
authorized and empowered by the Trustee to execute and deliver in the Servicer's
name any notices, demands, claims, complaints, responses, affidavits or other
documents or instruments in connection with any such proceeding. The Trustee
shall furnish the Servicer with any powers of attorney and other documents which
the Servicer may reasonably request in writing and which the Servicer deems
necessary or appropriate and take any other steps which the Servicer may deem
necessary or appropriate to enable the Servicer to carry out its servicing and
administrative duties under this Agreement.

            Section 4.2 COLLECTION OF RECEIVABLE PAYMENTS; MODIFICATION AND
AMENDMENT OF RECEIVABLES. (a) Consistent with the standards, policies and
procedures required by this Agreement, the Servicer shall make reasonable
efforts to collect all payments called for under the terms and provisions of the
Receivables as and when the same shall become due, and shall follow such
collection procedures as it follows with respect to all comparable automobile
receivables that it services for itself or others and otherwise act with respect
to the Receivables, the Dealer Agreements, the Dealer Assignments, the Insurance
Policies and the other Trust Property in such manner as will, in the reasonable
judgment of the Servicer, maximize the amount to be received by the Trust with
respect thereto. The Servicer is authorized in its discretion to waive any
prepayment charge, late payment charge or any other similar fees that may be
collected in the ordinary course of servicing any Receivable.

            (b)   The Servicer may at any time agree to a modification or
amendment of a Receivable in order to (i) change the Obligor's regular due date
to a date within 30 days in which such due date occurs, (ii) re-amortize the
scheduled payments on the Receivable following a partial prepayment of principal
or (iii) convert a Rule of 78s Receivable to a Simple Interest Receivable.


                                      -25-
<PAGE>


            (c)   The Servicer may grant payment extensions on, or other
modifications or amendments to, a Receivable (including those modifications
permitted by SECTION 4.2(B)) in accordance with its customary procedures if the
Servicer believes in good faith that such extension, modification or amendment
is necessary to avoid a default on such Receivable, will maximize the amount to
be received by the Trust with respect to such Receivable, and is otherwise in
the best interests of the Trust; PROVIDED, HOWEVER, that:

               (i)   The aggregate period of all extensions on a Receivable
      shall not exceed 6 months;

               (ii)  In no  event  may a  Receivable  be  extended  by  the
      Servicer beyond the Collection  Period  immediately  preceding the Final
      Scheduled Distribution Date;

               (iii) So long as an Insurer Default shall not have occurred and
      be continuing, the Servicer shall not amend or modify a Receivable (except
      as provided in SECTION 4.2(B) and this SECTION 4.2(C)) without the written
      consent of the Certificate Insurer;

               (iv) As of any Record Date the number of Receivables the term of
      which have been extended during the preceding 12-month period shall not
      exceed [_____]% of the number of Receivables which comprise the pool of
      Receivables underlying the Class A Certificate Balance and the Class B
      Certificate Balance at the beginning of the preceding 12-month period;

               (v) No such extension, modification or amendment shall be granted
      more than 90 days after the Closing Date if such action would have the
      effect of causing such Receivable to be deemed to have been exchanged for
      another Receivable within the meaning of Section 1001 of the Internal
      Revenue Code of 1986, as amended, or any proposed, temporary or final
      Treasury Regulations issued thereunder; and

               (vi) So long as an Insurer Default shall not have occurred and be
      continuing, the term of each Receivable may not be extended more than
      twice in a twelve month period.

            (d)   Any payments on the Receivables received by the Servicer shall
be deposited directly into one or more Local Collection Accounts, and the
Servicer shall cause the Local Banks to deposit all such payments on the
Receivables into [____________] Collection Accounts no later than the first
Business Day after receipt of such payments. The Servicer shall then cause the
[____________] Banks to deposit all such payments on the Receivables into the
Collection Account no later than the first Business Day after receipt of such
payments by the [____________] Banks.

            Section 4.3 REALIZATION UPON RECEIVABLES. (a) Consistent with the
standards, policies and procedures required by this Agreement, the Servicer
shall use its best efforts to repossess (or otherwise comparably convert the
ownership of) and liquidate any Financed Vehicle securing a Receivable with
respect to which the Servicer has determined that payments thereunder are not
likely to be resumed, as soon as is practicable after default on such Receivable
but in no event later than the date on which more than ten percent of a
Scheduled Payment has become 180 or more days delinquent. The Servicer is
authorized to follow such customary


                                      -26-
<PAGE>


practices and procedures as it shall deem necessary or advisable, consistent
with the standard of care required by SECTION 4.1, which practices and
procedures may include reasonable efforts to realize upon any recourse to
Dealers, selling the related Financed Vehicle at public or private sale, the
submission of claims under an Insurance Policy and other actions by the Servicer
in order to realize upon such a Receivable. The foregoing is subject to the
provision that, in any case in which the Financed Vehicle shall have suffered
damage, the Servicer shall not expend funds in connection with any repair or
towards the repossession of such Financed Vehicle unless it shall determine in
its discretion that such repair and/or repossession shall increase the proceeds
of liquidation of the related Receivable by an amount greater than the amount of
such expenses. All amounts received upon liquidation of a Financed Vehicle shall
be remitted by the Servicer to the Collection Account as soon as practicable,
but in no event later than two Business Days after receipt thereof, and the
Servicer shall notify the Trustee, in writing, of the amount and date of such
deposit. The Servicer shall be entitled to recover all reasonable expenses
incurred by it in the course of repossessing and liquidating a Financed Vehicle,
but only out of the cash proceeds of such Financed Vehicle, any deficiency
obtained from the Obligor or any amounts received from the related Dealer, which
amounts may be retained by the Servicer (and shall not be required to be
deposited in the Collection Account) to the extent of such expenses. The
Servicer shall recover such reasonable expenses based on the information
contained in the Servicer's Certificate delivered on the related Determination
Date. The Servicer shall pay on behalf of the Trust any personal property taxes
assessed on repossessed Financed Vehicles; the Servicer shall be entitled to
reimbursement of any such tax from Liquidation Proceeds with respect to such
Receivable.

            (b)  If the Servicer elects to commence a legal proceeding to
enforce a Dealer Agreement or Dealer Assignment, the act of commencement shall
be deemed to be an automatic assignment from the Trustee to the Servicer of the
rights under such Dealer Agreement and Dealer Assignment for purposes of
collection only. If, however, in any enforcement suit or legal proceeding, it is
held that the Servicer may not enforce a Dealer Agreement or Dealer Assignment
on the grounds that it is not a real party in interest or a Person entitled to
enforce the Dealer Agreement or Dealer Assignment, the Trustee, at the
Servicer's expense, shall take such steps as the Servicer deems necessary and
which the Trustee has received written notice thereof to enforce the Dealer
Agreement or Dealer Assignment, including bringing suit in its name or of the
Trustee for the benefit of the Certificateholders. All amounts recovered shall
be remitted by the Servicer to the Collection Account as soon as practicable,
but in no event later than two Business Days after receipt thereof.

            Section 4.4 INSURANCE. (a) The Servicer shall monitor the status of
the insurance policies referred to in Section 3.02(w) of the Unaffiliated
Seller's Agreement in accordance with its customary servicing procedures. If the
Servicer shall determine that an Obligor has failed to obtain or maintain a
physical loss and damage insurance policy covering the related Financed Vehicle
which satisfies the conditions set forth in clause (i) of Section 3.02(w) of the
Unaffiliated Seller's Agreement (including during the repossession of such
Financed Vehicle) the Servicer shall be diligent in carrying on its customary
servicing procedures to enforce the rights of the holder of the Receivable
thereunder to ensure that the Obligor obtains such physical loss and damage
insurance.


                                      -27-
<PAGE>


            (b)   The Servicer may sue to enforce or collect upon the Insurance
Policies, in its own name, if possible, or as agent of the Trust. If the
Servicer elects to commence a legal proceeding to enforce an Insurance Policy,
the act of commencement shall be deemed to be an automatic assignment of the
rights of the Trust under such Insurance Policy 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 an Insurance Policy on the grounds that
it is not a real party in interest or a holder entitled to enforce the Insurance
Policy, the Trustee, on behalf of the Trust, at the Servicer's expense, shall
take such steps as the Servicer deems necessary and which the Trustee has
received written notice thereof to enforce such Insurance Policy, including
bringing suit in its name or the name of the Trustee for the benefit of the
Certificateholders.

            Section 4.5 MAINTENANCE OF SECURITY INTERESTS IN VEHICLES. (a)
Consistent with the policies and procedures required by this Agreement, the
Servicer shall take such steps as are necessary to maintain perfection of the
security interest created by each Receivable in the related Financed Vehicle on
behalf of the Trust, including but not limited to obtaining the execution by the
Obligors and the recording, registering, filing, re-recording, re-filing, and
re-registering of all security agreements, financing statements and continuation
statements as are necessary to maintain the security interest granted by the
Obligors under the respective Receivables. The Trustee hereby authorizes the
Servicer, and the Servicer agrees, to take any and all steps necessary to
re-perfect such security interest on behalf of the Trust as necessary because of
the relocation of a Financed Vehicle or for any other reason. In the event that
the assignment of a Receivable to the Trustee on behalf of the Trust is
insufficient, without a notation on the related Financed Vehicle's certificate
of title, or without fulfilling any additional administrative requirements under
the laws of the state in which the Financed Vehicle is located, to perfect a
security interest in the related Financed Vehicle in favor of the Trust, the
parties hereto agree that the related Originator's designation as the secured
party on the certificate of title is, with respect to each secured party, as
applicable, in its capacity as agent of the Trust.

            (b)   So long as an Insurer Default shall not have occurred and be
continuing, upon the occurrence of an Insurance Agreement Event of Default, the
Certificate Insurer may instruct, in writing, the Trustee and the Servicer to
take or cause to be taken such action as may, in the opinion of counsel to the
Certificate Insurer, be necessary or desirable to perfect or re-perfect the
security interests in the Financed Vehicles securing the Receivables in the name
of the Trustee on behalf of the Trust by amending the title documents of such
Financed Vehicles or by such other reasonable means as may, in the opinion of
counsel to the Certificate Insurer, be


                                      -28-
<PAGE>


necessary or prudent. If an Insurer Default shall have occurred and be
continuing, upon the occurrence of a Servicer Termination Event, the Trustee
(upon actual knowledge of such Servicer Termination Event by a Responsible
Officer) and the Servicer shall take or cause to be taken such action as may, in
the opinion of counsel to the Trustee, be necessary to perfect or re-perfect the
security interests in the Financed Vehicles securing the Receivables in the name
of the Trustee on behalf of the Trust by amending the title documents of such
Financed Vehicles or by such other reasonable means as may, in the opinion of
counsel to the Certificate Insurer, be necessary or prudent. The Servicer hereby
agrees to pay all expenses related to such perfection or re-perfection and to
take all action necessary therefor. In addition, prior to the occurrence of an
Insurance Agreement Event of Default, the Certificate Insurer may (unless an
Insurer Default shall have occurred and be continuing) instruct, in writing, the
Trustee and the Servicer to take or cause to be taken such action as may, in the
opinion of counsel to the Certificate Insurer, be necessary to perfect or
re-perfect the security interests in the Financed Vehicles underlying the
Receivables in the name of the Trustee on behalf of the Trust, including by
amending the title documents of such Financed Vehicles or by such other
reasonable means as may, in the opinion of counsel to the Certificate Insurer,
be necessary or prudent; PROVIDED, however, that (unless an Insurer Default
shall have occurred and be continuing) if the Certificate Insurer requests that
the title documents be amended prior to the occurrence of an Insurance Agreement
Event of Default, the out-of-pocket expenses of the Servicer or the Trustee in
connection with such action shall be reimbursed to the Servicer or the Trustee,
as applicable, by the Certificate Insurer.

            Section 4.6 COVENANTS, REPRESENTATIONS AND WARRANTIES OF Servicer.
The Servicer hereby makes the following covenants to the other parties hereto
and the Certificate Insurer on which the Trustee shall conclusively rely in
accepting the Receivables in trust and issuing the Certificates and on which the
Certificate Insurer shall rely in issuing the Policy.

            (a)   The Servicer covenants as follows:

               (i) LIENS IN FORCE. The Financed Vehicle securing each Receivable
      shall not be released in whole or in part from the security interest
      granted by the Receivable, except upon payment in full of the Receivable
      or, in the event that more than one Financed Vehicle was originally
      pledged to secure such Receivable, upon the payment of an allowable
      portion of such Receivable, one or more such Financed Vehicles may be so
      released or as otherwise contemplated herein;

               (ii) NO IMPAIRMENT. The Servicer shall do nothing to impair the
      rights of the Trust or the Certificateholders in the Receivables, the
      Dealer Agreements, the Dealer Assignments, the Insurance Policies or the
      other Trust Property;

               (iii) NO AMENDMENTS. The Servicer shall not extend or otherwise
      amend the terms of any Receivable, except in accordance with SECTION 4.2;
      and

               (iv)  SERVICING OF RECEIVABLES. The Servicer shall service the
      Receivables (and shall require the Sub-Servicers to service the
      Sub-Serviced Receivables) as required by the terms of this Agreement and
      in material compliance with the current Servicing Procedures Manual.

            (b)  The Servicer represents and warrants to the Depositor, the
Trustee, the Certificate Insurer, the Backup Servicer and the Certificateholders
as of the Closing Date as to itself:

               (i)  ORGANIZATION AND GOOD STANDING. The Servicer has been duly
      organized and is validly existing and in good standing under the laws of
      its jurisdiction of organization, with power, authority and legal right to
      own its properties and to conduct its business as such properties are
      currently owned and such business is currently conducted, and had at all
      relevant times, and now has, power, authority and legal right to enter
      into and perform its obligations under this Agreement;

               (ii) DUE QUALIFICATION. The Servicer is duly qualified to do
      business as a foreign corporation in good standing, and has obtained all
      necessary licenses and


                                      -29-
<PAGE>


      approvals, in all jurisdictions in which the ownership or lease of
      property or the conduct of its business (involving the servicing of the
      Receivables as required by this Agreement) requires or shall require such
      qualification;

               (iii) POWER AND AUTHORITY. The Servicer has the power and
      authority to execute and deliver this Agreement and its Related Documents
      and to carry out its terms and their terms, respectively, and the
      execution, delivery and performance of this Agreement and the Servicer's
      Related Documents have been duly authorized by the Servicer by all
      necessary corporate action;

               (iv) BINDING OBLIGATION. This Agreement and the Servicer's
      Related Documents shall constitute legal, valid and binding obligations of
      the Servicer enforceable in accordance with their respective terms, except
      as enforceability may be limited by bankruptcy, insolvency,
      reorganization, or other similar laws affecting the enforcement of
      creditors' rights generally and by equitable limitations on the
      availability of specific remedies, regardless of whether such
      enforceability is considered in a proceeding in equity or at law;

               (v)  NO VIOLATION. The consummation by the Servicer of the
      transactions contemplated by this Agreement and the Servicer's Related
      Documents, and the fulfillment by the Servicer of the terms of this
      Agreement and the Servicer's Related Documents, shall not conflict with,
      result in any breach of any of the terms and provisions of, or constitute
      (with or without notice or lapse of time) a default under, the articles of
      incorporation or bylaws of the Servicer, or any indenture, agreement,
      mortgage, deed of trust or other instrument to which the Servicer is a
      party or by which it is bound or any of its properties are subject, or
      result in the creation or imposition of any Lien upon any of its
      properties pursuant to the terms of any such indenture, agreement,
      mortgage, deed of trust or other instrument, other than this Agreement, or
      violate any law, order, rule or regulation applicable to the Servicer of
      any court or of any federal or state regulatory body, administrative
      agency or other governmental instrumentality having jurisdiction over the
      Servicer or any of its properties, or in any way materially adversely
      affect the interest of the Certificateholders or the Trust in any
      Receivable, or affect the Servicer's ability to perform its obligations
      under this Agreement;

               (vi) NO PROCEEDINGS. There are no proceedings or investigations
      pending or, to the Servicer's knowledge, threatened against the Servicer,
      before any court, regulatory body, administrative agency or other tribunal
      or governmental instrumentality having jurisdiction over the Servicer or
      its properties (A) asserting the invalidity of this Agreement or any of
      the Related Documents, (B) seeking to prevent the issuance of the
      Certificates or the consummation of any of the transactions contemplated
      by this Agreement or any of the Related Documents, (C) seeking any
      determination or ruling that might materially and adversely affect the
      performance by the Servicer of its obligations under, or the validity or
      enforceability of, this Agreement or any of the Related Documents, (D)
      including the Servicer and which might adversely affect the federal income
      tax or other federal, state or local tax attributes of the Certificates,
      or (E) that could have a material adverse effect on the Receivables. To
      the Servicer's knowledge, there are no proceedings or investigations
      pending or threatened against the Servicer,


                                      -30-
<PAGE>


      before any court, regulatory body, administrative agency or other tribunal
      or governmental instrumentality having jurisdiction over the Servicer or
      its properties relating to the Servicer which might adversely affect the
      federal income tax or other federal, state or local tax attributes of the
      Certificates;

               (vii) APPROVALS. All approvals, authorizations, consents, orders
      or other actions of any person, corporation or other organization, or of
      any court, governmental agency or body or official, required in connection
      with the execution and delivery by the Servicer of this Agreement and the
      consummation of the transactions contemplated hereby have been or will be
      taken or obtained on or prior to the Closing Date;

               (viii) NO CONSENTS. The Servicer is not required to obtain the
      consent of any other party or any consent, license, approval or
      authorization, 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

               (ix)     CHIEF EXECUTIVE  OFFICE.  The chief  executive  office
      of  the  Servicer  is  located  at 15  South  Main  Street,  Suite  750,
      Greenville, South Carolina 29601.

            Section 4.7 PURCHASE OF RECEIVABLES UPON BREACH OF COVENANT OR
REPRESENTATION AND WARRANTY. The Servicer or the Trustee, as the case may be,
shall inform the other parties to this Agreement and the Certificate Insurer
promptly, in writing, upon the discovery (or, in the case of the Trustee, upon
actual knowledge by a Responsible Officer of the Trustee) of any breach of the
Servicer's covenants pursuant to SECTIONS 4.5(A) or 4.6(A); PROVIDED, HOWEVER,
that the failure to give any such notice shall not derogate from any obligation
of the Servicer, hereunder to repurchase any Receivable; PROVIDED FURTHER that,
the Trustee or the Backup Servicer shall have no duty to inquire into or to
investigate the breach of any such representations and warranties. The Servicer,
and so long as [____________________] is the Servicer, [____________], shall
either cure any breach by the Deposit Date of the first full calendar month
following the discovery by or notice to the Servicer of the breach or repurchase
any Receivable materially and adversely affected by the breach. The Trustee
shall (provided that it either has such actual knowledge or has received such
notice thereof) enforce such repurchase obligation of the Servicer and, so long
as [____________________] is the Servicer, [____________]. The Trustee shall
notify the Certificate Insurer promptly, in writing, of any failure by the
Servicer (or [____________], if applicable) to so repurchase any Receivable. In
consideration of the purchase of the Receivable, the Servicer (or
[____________], if applicable) shall remit the Purchase Amount in the manner
specified in SECTION 5.4.

            In addition to the foregoing and notwithstanding whether the related
Receivable shall have been purchased by the Servicer (or [____________], if
applicable), the Servicer (or [____________], if applicable) shall indemnify the
Depositor, the Trustee, the Backup Servicer, the Spread Account Trustee, the
Certificate Insurer, the Trust and the Certificateholders and any of their
directors, officers, agents, employees or custodians against all costs,
expenses, losses, damages, claims and liabilities, including reasonable fees and
expenses of counsel, which may be asserted against or incurred by any of them as
a result of third party claims arising out of a breach of the covenants or
representations and warranties set forth in SECTIONS 4.5(A) or 4.6(A).


                                      -31-
<PAGE>


            Section 4.8 TOTAL SERVICING FEE; PAYMENT OF COMPENSATING INTEREST;
PAYMENT OF CERTAIN EXPENSES BY SERVICER. (a) On each Distribution Date, the
Servicer shall be entitled to receive out of the Collection Account the Basic
Servicing Fee and any Supplemental Servicing Fee for the related Collection
Period pursuant to SECTION 5.5.

            (b)   On or prior to each Determination Date, the Servicer shall
deposit in the Collection Account with respect to any Prepayment received on a
Receivable during the related Collection Period, out of its own funds without
any right of reimbursement therefor, an amount equal to the difference between
(x) 30 days' interest at an interest rate equal to the sum of the Class A
Pass-Through Rate and the Class B Pass-Through Rate on the Principal Balance of
such Receivable as of the first day of the related Collection Period and (y) the
interest actually paid by the Obligor with respect to the Receivable during such
Collection Period (any such amount paid by the Servicer, "COMPENSATING
INTEREST"). The Servicer shall in no event be required to pay Compensating
Interest with respect to any Collection Period in an amount in excess of the
aggregate Basic Servicing Fee received by the Servicer with respect to all
Receivables for the related Collection Period.

            (c)   The Servicer shall be required to pay all expenses incurred by
it in connection with its activities under this Agreement (including taxes
imposed on the Servicer, expenses incurred in connection with distributions and
reports to Certificateholders and the Certificate Insurer and all other fees and
expenses of the Trust including taxes levied or assessed against the Trust, and
claims against the Trust in respect of indemnification not expressly stated
under this Agreement to be for the account of the Trust). The Servicer shall be
liable for the fees and expenses of the Trustee, the Backup Servicer, the Spread
Account Trustee and the Independent Accountants.

            Section 4.9 SERVICER'S CERTIFICATE. (a) No later than 10:00 a.m. New
York City time on each Determination Date, the Servicer shall deliver to the
Trustee, the Backup Servicer, the Certificate Insurer, the Spread Account
Trustee, the Depositor and each Rating Agency a Servicer's Certificate executed
by a Responsible Officer of the Servicer containing, among other things, (i) all
information necessary to enable the Trustee to make any withdrawal and deposit
required by SECTION 6.3, to give any notice required by SECTIONS 6.3 or 6.4 and
make the distributions required by SECTION 5.5, (ii) a listing of all Warranty
Receivables and Administrative Receivables purchased as of the related Deposit
Date, identifying the Receivables so purchased, and (iii) all information set
forth in SECTION 5.7 hereof. Receivables purchased by the Seller, the
Originators, [____________] or the Servicer on the related Deposit Date and each
Receivable which became a Liquidated Receivable or which was paid in full during
the related Collection Period shall be identified by account number (as set
forth in the Schedule of Receivables). A copy of such Servicer's Certificate may
be obtained by any Certificateholder by a request in writing to the Trustee
addressed to the Corporate Trust Office.

            (b)   In addition to the information required by SECTION 4.9(A), the
Servicer shall include in the Servicer's Certificate delivered to the
Certificate Insurer and the Trustee (i) the Delinquency Ratio, Average
Delinquency Ratio, Default Rate, Average Default Rate, Net Loss Rate and Average
Net Loss Rate for such Determination Date, (ii) whether any Trigger Event has
occurred as of such Determination Date, (iii) whether any Trigger Event that may
have occurred as of a prior Determination Date is deemed cured as of such
Determination Date, and


                                      -32-
<PAGE>


(iv) whether to the knowledge of the Servicer an Insurance Agreement Event of
Default has occurred.

            Section 4.10 ANNUAL STATEMENT AS TO COMPLIANCE; NOTICE OF SERVICER
TERMINATION EVENT. (a) The Servicer shall deliver to the Trustee, the Backup
Servicer, the Certificate Insurer, the Certificateholders and each Rating
Agency, on or before [______] [_] of each year, beginning [_______] [_], 200[_]
an Officer's Certificate, dated as of [________][_] of such year, stating that
(i) a review of the activities of the Servicer during the preceding 12-month
period (or such other period as shall have elapsed from the Closing Date to the
date of the first such certificate) and of its performance under this Agreement
has been made under such officer's supervision, and (ii) to such officer's
knowledge, based on such review, the Servicer has fulfilled all its obligations
under this Agreement throughout such period, or, if there has been a default in
the fulfillment of any such obligation, specifying each such default known to
such officer and the nature and status thereof.

            (b)   The Servicer shall deliver to the Trustee, the Backup
Servicer, the Certificate Insurer, the Spread Account Trustee, the Depositor,
the Certificateholders and each Rating Agency, promptly after having obtained
knowledge thereof, but in no event later than two Business Days thereafter,
written notice in an Officer's Certificate of any event which with the giving of
notice or lapse of time, or both, would become a Servicer Termination Event
under SECTION 10.1(A). The Servicer shall deliver to the Trustee, the Backup
Servicer, the Certificate Insurer, the Spread Account Trustee, the Depositor,
the Certificateholders and each Rating Agency promptly after having obtained
knowledge thereof, but in no event later than two Business Days thereafter,
written notice in an Officer's Certificate of any event which with the giving of
notice or lapse of time, or both, would become a Servicer Termination Event
under any other clause of SECTION 10.1.

            Section 4.11 ANNUAL INDEPENDENT ACCOUNTANTS' REPORT. (a) The
Servicer shall, at its expense, cause [Name of Independent Accountants] or a
firm of nationally recognized independent certified public accountants (the
"INDEPENDENT ACCOUNTANTS"), who may also render other services to the Servicer,
to deliver to the Trustee, the Backup Servicer, the Certificate Insurer, the
Depositor, the Certificateholders and each Rating Agency, for the first two
calendar months after the Closing Date and if exceptions or errors that are
required by generally accepted auditing standards to be reported exists, for
each month thereafter until reports for two such consecutive months indicate no
exceptions or errors that are required by generally accepted auditing standards
to be reported, a statement (the "ACCOUNTANT'S REPORT") addressed to the Board
of Directors of the Servicer, to the Trustee, to the Backup Servicer, to the
Depositor and to the Certificate Insurer, to the effect that such firm has
audited the financial statements 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 automobile installment sales contracts under pooling and
servicing agreements substantially similar one to another (such statement to
have attached thereto a 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 automobile installment sales contracts; and (4) except as described
in the statement, disclosed no


                                      -33-
<PAGE>


exceptions or errors in the records relating to automobile and light truck loans
serviced for others that, in the firm's opinion, generally accepted auditing
standards requires such firm to report. The Accountants' Report shall further
state that (1) except as disclosed in the Report, no exceptions or errors in the
Servicer's Certificates so examined were found; and (2) the delinquency and loss
information relating to the Receivables contained in the Servicer's Certificates
were found to be accurate. In addition, the Accountant's Report must also be
submitted on or before [_______][_] of each year, beginning on [_______][_],
200[_] with respect to the twelve months ended the immediately preceding
December 31. The Accountant's Report to be submitted on an annual basis shall
also indicate that a review in accordance with agreed upon procedures was made
of three randomly selected Servicer's Certificates for the Trust.

            (b)   The Accountants' Report shall also indicate that the firm is
independent of the Servicer within the meaning of the Code of Professional
Ethics of the American Institute of Certified Public Accountants.

            (c)   A copy of the Accountants' Report may be obtained by any
Certificateholder by a request in writing to the Trustee addressed to the
Corporate Trust Office.

            Section 4.12 ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION
REGARDING RECEIVABLES. The Servicer shall provide (and shall require the
Sub-Servicers to provide) to representatives of the Trustee, the Backup Servicer
and the Certificate Insurer reasonable access to the documentation regarding the
Receivables. The Servicer will permit any authorized representative or agent
designated by the Trustee or the Backup Servicer to visit and inspect any of the
properties of the Servicer, to examine the corporate books and financial records
of the Servicer, its records relating to the Receivables, and make copies
thereof or extracts therefrom and to discuss the affairs, finances, and accounts
of the Servicer with its principal officers and its independent accountants. Any
expense incident to the exercise by the Trustee and the Backup Servicer of any
right under this SECTION 4.12 shall be borne by the Servicer. The Servicer shall
provide such access to any Certificateholder only in such cases where the
Servicer is required by applicable statutes or regulations (whether applicable
to the Servicer or to such Certificateholder) to permit such Certificateholder
to review such documentation. In each case, such access shall be afforded
without charge but only upon reasonable request and during normal business
hours. Nothing in this SECTION 4.12 shall derogate from the obligation of the
Servicer to observe any applicable law prohibiting disclosure of information
regarding the Obligors, and the failure of the Servicer to provide access as
provided in this SECTION 4.12 as a result of such obligation shall not
constitute a breach of this SECTION 4.12. Any Certificateholder, by its
acceptance of a Certificate (or by acquisition of its beneficial interest
therein), shall be deemed to have agreed to keep confidential and not to use for
its own benefit any information obtained by it pursuant to this SECTION 4.12,
except as may be required by applicable law.

            Section 4.13 MONTHLY TAPE. On or before the fourth Business Day, but
in no event later than the fifth calendar day, of each month, the Servicer will
deliver to the Backup Servicer a computer tape and a diskette (or any other
electronic transmission acceptable to the Backup Servicer) in a format
acceptable to the Backup Servicer, containing the information with respect to
the Receivables as of the preceding Record Date necessary for preparation of the
Servicer's Certificate relating to the immediately succeeding Determination Date
and necessary


                                      -34-
<PAGE>


to determine the application of collections as provided in SECTION 5.3. The
Backup Servicer shall use such tape or diskette (or other electronic
transmission acceptable to the Trustee and the Backup Servicer) to verify the
Servicer's Certificate delivered by the Servicer. The Backup Servicer shall
notify the Servicer and the Certificate Insurer of any discrepancies on or
before the second Business Day after the Determination Date. In the event that
the Backup Servicer reports any discrepancies, the Servicer and the Backup
Servicer shall attempt to reconcile such discrepancies prior to the related
Deficiency Claim Date, but in the absence of a reconciliation, the Servicer's
Certificate shall control for the purpose of calculations and distributions with
respect to the related Distribution Date. In the event that the Backup Servicer
and the Servicer are unable to reconcile discrepancies with respect to a
Servicer's Certificate by the related Distribution Date, the Servicer shall
cause the Independent Accountants, at the Servicer's expense, to audit the
Servicer's Certificate and, prior to the fourth Business Day, but in no event
later than the fifth calendar day, of the following month, reconcile the
discrepancies. The effect, if any, of such reconciliation shall be reflected in
the Servicer's Certificate for such next succeeding Determination Date.

            In addition, the Servicer shall, if so requested by the Certificate
Insurer (unless an Insurer Default shall have occurred and be continuing)
deliver to the Backup Servicer its Collection Records within two Business Days
of demand therefor and a computer tape containing as of the close of business on
the date of demand or the following day all of the data maintained by the
Servicer in computer format in connection with servicing the Receivables. Unless
an Insurer Default shall have occurred and be continuing, the Backup Servicer
shall have no obligation to act in respect of such Collection Records delivered
pursuant to this paragraph.

            Other than the duties specifically set forth in this Agreement, the
Backup Servicer shall have no obligations hereunder, including, without
limitation, to supervise, verify, monitor or administer the performance of the
Servicer. The Backup Servicer shall 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 Backup
Servicer. In addition, the Backup 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 Controlling Party or the Trustee
or for any inaccuracy or omission in a notice or communication received by the
Backup Servicer from any third party or (ii) which is due to or results from the
invalidity, unenforceability of any Receivable or non-compliance of the
underlying installment sale contract with applicable law or the breach or the
inaccuracy of any representation or warranty made pursuant to the Unaffiliated
Seller's Agreement and the Purchase Agreement with respect to any Receivable.
The duties and obligations of the Backup Servicer shall be determined solely by
the express provisions of this Agreement and no implied covenants or obligations
shall be read into this Agreement against the Backup Servicer.

            Section 4.14 RETENTION AND TERMINATION OF SERVICER. The Servicer
hereby covenants and agrees to act as such under this Agreement for an initial
term, commencing on the Closing Date and ending on [_______][_], 200[_], which
term shall be extendible by the Certificate Insurer for successive quarterly
terms ending on each successive September 30, December 31, March 31 and June 30
(or, pursuant to revocable written standing instructions from time to time to
the Servicer, the Trustee and the Backup Servicer for any specified number of
terms greater than one), until the termination of the Trust. Each such notice
(including each



                                      -35-
<PAGE>


notice pursuant to standing instructions, which shall be deemed delivered at the
end of successive quarterly terms for so long as such instructions are in
effect) (a "SERVICER EXTENSION NOTICE") shall be delivered by the Certificate
Insurer to the Trustee, the Servicer and the Backup Servicer. The Servicer
hereby agrees that, as of the date hereof and upon its receipt of any such
Servicer Extension Notice, the Servicer shall become bound, for the initial term
beginning on the date hereof and for the duration of the term covered by such
Notice, to continue as the Servicer subject to and in accordance with the other
provisions of this Agreement. Until such time as an Insurer Default shall have
occurred and be continuing, the Trustee agrees that if as of the fifteenth day
prior to the last day of any term of the Servicer the Trustee shall not have
received any Servicer Extension Notice from the Certificate Insurer, the Trustee
will, within five days thereafter, give written notice of such non-receipt to
the Certificate Insurer, the Backup Servicer (or any alternate successor
servicer appointed by the Certificate Insurer pursuant to SECTION 10.3(B)) and
the Servicer and the Servicer's term shall not be extended unless a Servicer
Extension Notice is received on or before the last day of such term.

                                    ARTICLE V

               DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS

            Section 5.1 ACCOUNTS. The Servicer shall establish the Collection
Account in the name of the Trustee for the benefit of the Certificateholders.
The Servicer shall also establish the Policy Payments Account in the name of the
Trustee for the benefit of the Class A Certificateholders. Each of the
Collection Account and the Policy Payments Account shall be an Eligible Account
and initially shall be a segregated trust account established with the Trustee
and maintained with the Trustee. All amounts held in the Collection Account
shall, to the extent permitted by applicable laws, rules and regulations, be
invested, as directed in writing by the Servicer, in Eligible Investments that
mature not later than one Business Day prior to the Distribution Date for the
Collection Period to which such amounts relate. Any such written direction shall
certify that any such investment is authorized by this SECTION 5.1. Investments
in Eligible Investments shall be made in the name of the Trustee on behalf of
the Trust, and such investments shall not be sold or disposed of prior to their
maturity. The Trustee may trade with itself or an Affiliate in the purchase or
sale of Eligible Investments. Any investment of funds in the Collection Account
shall be made in Eligible Investments. All interest, dividends, gains upon sale
and other income from, or earnings on, investments of funds in the Collection
Account shall be deposited in the Collection Account and distributed on the next
Distribution Date pursuant to SECTION 5.5. The Servicer shall deposit in the
Collection Account an amount equal to any net loss on such investments
immediately as realized. Amounts in the Policy Payments Account shall not be
invested. On the Closing Date, the Servicer shall deposit in the Collection
Account (i) all Scheduled Payments and prepayments of Receivables received by
the Local Banks after the Cut-Off Date and prior to the Closing Date and (ii)
all Liquidation Proceeds and proceeds of Insurance Policies realized in respect
of a Financed Vehicle and applied by the Servicer after the Cut-Off Date and any
Compensating Interest.

            Section 5.2 COLLECTIONS. (a) The Servicer shall remit all payments
by or on behalf of the Obligors received by the Servicer with respect to the
Receivables (other than Purchased Receivables) and all Liquidation Proceeds
directly into the Local Collection Accounts


                                      -36-
<PAGE>


on the Business Day of receipt, and the Local Banks shall deposit all such
payments on the Receivables into the [____________] Collection Accounts no later
than the Business Day following receipt of such payments. The [____________]
Collection Banks shall deposit all such payments on the Receivables into the
Collection Account one Business Day following receipt of such payments. Within
one Business Day of the initial issuance of the Certificates, the Local Banks
shall deposit into the [____________] Collection Accounts the foregoing amounts
received during the current Collection Period through such date of issuance and
the [____________] Banks shall deposit the foregoing amounts no later than the
Business Day after receipt of such payments into the Collection Account. On the
Closing Date, the Servicer, the Originators, the Seller or the Depositor shall
deposit into the Local Collection Accounts all payments by or on behalf of the
Obligors on the Receivables and any Liquidation Proceeds received by the
Originators, the Seller, the Depositor or the Servicer after the Cut-Off Date
and any Compensating Interest on or prior to the second Business Day immediately
preceding the Closing Date. The Local Banks shall deposit all such payments on
the Receivables and any Compensating Interest into the [____________] Collection
Accounts no later than the Business Day after receipt of such payments and the
[____________] Banks shall deposit all such payments into the Collection Account
no later than the Business Day after receipt of such payments.

            (b)   The Servicer will be entitled to be reimbursed from amounts on
deposit in the Collection Account with respect to a Collection Period for
amounts previously deposited in the Collection Account but later determined by
the Servicer to have resulted from mistaken deposits or postings or checks
returned for insufficient funds. The amount to be reimbursed hereunder shall be
paid to the Servicer on the related Distribution Date pursuant to SECTION
5.5(B)(I) upon certification by the Servicer of such amounts and the provision
of such information to the Trustee and the Certificate Insurer as may be
necessary in the opinion of the Trustee and the Certificate Insurer to verify
the accuracy of such certification. In the event that the Certificate Insurer
has not received evidence satisfactory to it of the Servicer's entitlement to
reimbursement pursuant to this SECTION 5.2(B), the Certificate Insurer shall
(unless an Insurer Default shall have occurred and be continuing) give the
Trustee written notice to such effect, following receipt of which the Trustee
shall not make a distribution to the Servicer in respect of such amount pursuant
to SECTION 5.5, or if the Servicer prior thereto has been reimbursed pursuant to
SECTION 5.5 or SECTION 5.6, the Trustee shall withhold such amounts from amounts
otherwise distributable to the Servicer on the next succeeding Distribution
Date.

            Section 5.3 APPLICATION OF COLLECTIONS. For the purposes of this
Agreement, all collections for a Collection Period shall be applied by the
Servicer as follows:

            (a)   With respect to each Receivable (other than a Purchased
Receivable), payments by or on behalf of the Obligor (other than of Supplemental
Servicing Fees with respect to such Receivable, to the extent collected) shall
be applied, in the case of a Rule of 78s Receivable, first, to the Scheduled
Payment of such Rule of 78s Receivable and, second, to any late fees accrued
with respect to such Rule of 78s Receivable and, in the case of a Simple
Interest Receivable, to interest and principal in accordance with the Simple
Interest Method. With respect to any Rule of 78s Receivable, any remaining
excess shall be applied to prepay the Receivable. With respect to Simple
Interest Receivables, any prepayment of principal during


                                      -37-
<PAGE>


each Collection Period shall be immediately applied to reduce the principal
balance of the Receivable during such Collection Period.

            (b)   With respect to each Receivable that has become a Purchased
Receivable on any Deposit Date, the Purchase Amount shall be applied, for
purposes of this Agreement only, to interest and principal on the Receivable in
accordance with the terms of the Receivable as if the Purchase Amount had been
paid by the Obligor on the Record Date. The Servicer shall not be entitled to
any Supplemental Servicing Fees with respect to such a Receivable. Nothing
contained herein shall relieve any Obligor of any obligation relating to any
Receivable.

            (c)   All amounts collected that are payable to the Servicer as
Supplemental Servicing Fees hereunder shall be deposited in the Collection
Account and paid to the Servicer in accordance with SECTION 5.5(B)(I).

            (d)   All payments by or on behalf of an Obligor received with
respect to any Purchased Receivable after the Record Date immediately preceding
the Deposit Date on which the Purchase Amount was paid by the Seller, the
Originators, [____________] or the Servicer shall be paid to the Seller, the
Originators, [____________] or the Servicer, respectively, and shall not be
included in the Available Funds.

            Section 5.4 ADDITIONAL DEPOSITS. On or before each Deposit Date, the
Seller, the Originators or the Servicer shall deposit into the Collection
Account the aggregate Purchase Amounts with respect to Administrative
Receivables and Warranty Receivables, respectively. All such deposits of
Purchase Amounts shall be made in immediately available funds. On or before each
Draw Date, the Trustee shall remit to the Collection Account any amounts
delivered to the Trustee by the Spread Account Trustee.

            Section 5.5 DISTRIBUTIONS.  (a)  [Reserved]

            (b)   On each Distribution Date, the Trustee shall (x) distribute
all amounts from the Collection Account deposited by the Certificate Insurer
under SECTION 5.8 as directed in writing by the Certificate Insurer, and (y)
(based solely on the information contained in the Servicer's Certificate
delivered with respect to the related Determination Date) distribute the
following amounts and in the following order of priority:

               (i)  first, from the Distribution Amount, to the Servicer, the
      Basic Servicing Fee for the related Collection Period, any Supplemental
      Servicing Fees for the related Collection Period, and any amounts
      specified in SECTION 5.2(B), to the extent the Servicer has not reimbursed
      itself in respect of such amounts pursuant to SECTION 5.6;

               (ii) second, from the Distribution Amount, to the Trustee, Spread
      Account Trustee, [____________] Banks or Local Banks (including the
      Trustee if acting in any such additional capacity), any accrued and unpaid
      fees (in each case, to the extent such Person has not previously received
      such amount from the Servicer);

               (iii) third, from the Amount Available to the Class A
      Certificateholders, the Class A Interest Distributable Amount for such
      Distribution Date;


                                      -38-
<PAGE>


               (iv) fourth, from the Amount Available to the Class A
      Certificateholders, the sum of (x) the Class A Principal Distributable
      Amount for such Distribution Date and (y) the Class A Principal Carryover
      Shortfall, if any, for such Distribution Date;

               (v)  fifth, from the Distribution Amount, to the Certificate
      Insurer, to the extent of any amounts owing to the Certificate Insurer
      under the Insurance Agreement and not paid, whether or not the Originators
      are also obligated to pay such amounts;

               (vi) sixth, from Available Funds to the Spread Account Trustee
      certain amounts for deposit in the Spread Account up to the Requisite
      Amount in accordance with the Spread Account Agreement;

               (vii) seventh, from Available Funds to the Class B
      Certificateholders, the Class B Interest Distributable Amount for such
      Distribution Date;

               (viii) eighth, from Available Funds to the Class B
      Certificateholders, the sum of (x) the Class B Principal Distributable
      Amount for such Distribution Date and (y) the Class B Principal Carryover
      Shortfall, if any, for such Distribution Date;

               (ix)  ninth, to the Spread Account,  all remaining Available
      Funds; and

               (x)  tenth, from the Spread Account, from amounts released under
      priority SEVENTH of Section 3.03(b) of the Spread Agreement to the Class B
      Certificateholders and the Class C Certificateholder.

Distributions hereunder to the Seller shall be made by the Trustee by check
mailed to the address specified in SECTION 13.11 or by wire transfer.

            (c)   Subject to SECTION 12.1 respecting the final payment upon
retirement of each Certificate, and provided that the Trustee has received the
applicable Servicer's Certificate, on each Distribution Date the Trustee shall
distribute to each Certificateholder of record on the preceding Record Date
either (i) by wire transfer, in immediately available funds to the account of
such holder at a bank or other entity having appropriate facilities therefor, if
such Certificateholder holds Certificates representing at least $[________] in
Class A Certificate Balance or Class B Certificate Balance as of the Cut-Off
Date, and if such Certificateholder shall have provided to the Trustee
appropriate written instructions not later than 15 days prior to such
Distribution Date, or (ii) by check mailed to such Certificateholder at the
address of such Holder appearing in the Certificate Register, such Holder's
Fractional Undivided Interest of either the Class A Distributable Amount or the
Class B Distributable Amount, as applicable, to the extent funds therefor are
distributed under SECTION 5.5(B).

            (d)   Each Certificateholder, by its acceptance of its Certificate,
will be deemed to have consented to the provisions of paragraph (a) above
relating to the priority of distributions, and will be further deemed to have
acknowledged that no property rights in any amount or the proceeds of any such
amount shall vest in such Certificateholder until such amounts have been
distributed to such Certificateholder pursuant to such provisions, PROVIDED,
that the foregoing shall not restrict the right of any Certificateholder, upon
compliance with the



                                      -39-
<PAGE>


provisions hereof, from seeking to compel the performance of the provisions
hereof by the parties hereto.

            In furtherance of and not in limitation of the foregoing, each Class
B and Class C Certificateholder by acceptance of its Class B Certificate or
Class C Certificate specifically acknowledges that, to the extent of any
reversionary interest such Certificateholder may have in the Spread Account, no
amounts shall be received by it, nor shall it have any right to receive any
amounts, unless and until such amounts have been released pursuant to Section
3.03(b) SEVENTH of the Spread Account Agreement for distribution to such Class B
and Class C Certificateholder pursuant to paragraph (b)(x) above. Each Class B
and Class C Certificateholder, by its acceptance of its Class B and Class C
Certificate further specifically acknowledges that it has no right to or
interest in any moneys at any time held pursuant to the Spread Account Agreement
or pursuant hereto prior to the release of such moneys as aforesaid, such moneys
being held in trust for the benefit of the Certificateholders and the
Certificate Insurer, as their interests may appear prior to such release.
Notwithstanding the foregoing, in the event that it is ever determined that the
moneys held in the Spread Account constitute a pledge of collateral, then the
provisions of this Agreement and the Spread Account Agreement shall be
considered to constitute a security agreement and the Class C Certificateholders
hereby grant to the Spread Account Trustee and to the Trustee a first priority
perfected security interest in such amounts, to be applied as set forth in
Section 3.03(b) of the Spread Account Agreement.

            Section 5.6 NET DEPOSITS. The Servicer may make the remittances to
be made by it pursuant to SECTIONS 5.2 and 5.4 net of amounts (which amounts may
be netted prior to any such remittance for a Collection Period) to be
distributed to it pursuant to SECTIONS 4.8 and 5.2(B) and (subject to payment by
the Servicer of amounts otherwise payable pursuant to SECTION 5.5(B)(II))
5.5(B)(I), for so long as no Servicer Termination Event has occurred and is
continuing; PROVIDED, HOWEVER, that the Servicer shall account for all of such
amounts in the related Servicer's Certificate as if such amounts were deposited
and distributed separately; and, PROVIDED, further, that if an error is made by
the Servicer in calculating the amount to be deposited or retained by it, with
the result that an amount less than the amount required is deposited in the
Collection Account, the Servicer shall make a payment of the deficiency to the
Collection Account, immediately upon becoming aware, or receiving notice from
the Trustee, of such error.

            Section 5.7 STATEMENTS TO CERTIFICATEHOLDERS. (a) On each
Distribution Date, the Trustee shall send to each Certificateholder, a copy of
the related Servicer's Certificate delivered on the related Determination Date
pursuant to SECTION 4.9, setting forth for the Collection Period relating to
such Distribution Date the following information:

               (i) in the case of the Class A and Class B Certificateholders,
      the amount of such distribution allocable to principal;

               (ii) in the case of the Class A and Class B Certificateholders,
      the amount of such distribution allocable to interest;

               (iii) the amount of such distribution payable out of amounts
      withdrawn from the Spread Account or pursuant to a claim on the Policy;

               (iv) the Class A Certificate Balance and the Class B Certificate
      Balance, as applicable, (after giving effect to distributions made on such
      Distribution Date);

               (v) the amount of fees paid by the Trust with respect to such
      Collection Period;

               (vi)  the amount of the Class A Interest Carryover Shortfall,
      Class A Principal Carryover Shortfall, Class B Interest Carryover
      Shortfall and Class B Principal Carryover Shortfall, if any, on such
      Distribution Date and the change in such amounts from those of the prior
      Distribution Date;

               (vii) the Class A  Certificate  Factor,  Class A Certificate
      Balance,  Class B Certificate Factor and Class B Certificate  Balance as
      of such Distribution Date;

               (viii) the  Delinquency  Ratio,  Average  Delinquency  Ratio,
      Default Rate,  Average  Default Rate, Net Loss Rate and Average Net Loss
      Rate for such Determination Date;


                                      -40-
<PAGE>


               (ix)  whether  any  Trigger  Event has  occurred  as of such
      Determination Date;

               (x)   whether any Trigger Event that may have occurred as of a
      prior Determination Date is Deemed Cured (as defined in the Spread Account
      Agreement), as of such Determination Date;

               (xi)  whether an  Insurance  Agreement  Event of Default has
      occurred; and

               (xii) the Pool Factor (after giving effect to distributions made
      on such Distribution Date).

Each amount set forth pursuant to subclauses (i) (such amounts broken down by
Class of Certificate), (ii) (such amounts broken down by Class of Certificate),
(v) and (vi) above shall be expressed as a dollar amount per $1,000 of original
principal balance of a Certificate of the related Class.

            (b)   Within the prescribed period of time for tax reporting
purposes after the end of each calendar year during the term of this Agreement,
the Trustee shall mail, to each Person who at any time during such calendar year
shall have been a Certificateholder, a statement prepared by the Servicer
containing the sum of the amounts set forth in clauses (i), (ii), and (v)
(separately indicating amounts in respect of the Class A Certificates and the
Class B Certificates in the case of (i) and (ii)) and such other information,
requested in writing by the Servicer, if any, as the Servicer determines is
necessary to permit the Certificateholder to ascertain its share of the gross
income and deductions of the Trust (exclusive of the Supplemental Servicing
Fee), for such calendar year or, in the event such Person shall have been a
Certificateholder during a portion of such calendar year, for the applicable
portion of such year, for the purposes of such Certificateholder's preparation
of federal income tax returns.

            Section 5.8 OPTIONAL DEPOSITS BY THE CERTIFICATE INSURER. The
Certificate Insurer shall at any time, and from time to time, with respect to a
Distribution Date, have the



                                      -41-
<PAGE>


option (but shall not be required, except as provided in SECTION 6.4 and in
accordance with the terms of the Policy) to deliver amounts to the Trustee for
deposit into the Collection Account for any of the following purposes: (i) to
provide funds in respect of the payment of fees or expenses of any provider of
services to the Trust with respect to such Distribution Date, (ii) to distribute
as a component of the Class A Principal Distributable Amount to the extent that
the Class A Certificate Balance as of the Determination Date preceding such
Distribution Date exceeds the Class A Percentage of the Aggregate Principal
Balance as of such Determination Date, or (iii) to include such amount as part
of the Class A Distributable Amount for such Distribution Date to the extent
that without such amount a draw would be required to be made on the Policy. The
Certificate Insurer shall notify the Trustee at least three Business Days prior
to the Distribution Date of such optional deposit specifying the amount of the
optional deposit and remit such amount on the related Deposit Date.

                                   ARTICLE VI

                        THE SPREAD ACCOUNT AND THE POLICY

            Section 6.1 SPREAD ACCOUNT. The Seller will, simultaneously with the
execution and delivery of this Agreement, execute and deliver the Spread Account
Agreement and, pursuant to the terms thereof, deposit $[__________] in the
Spread Account.

            Section 6.2 POLICY. The Seller (pursuant to the Insurance Agreement)
and the Servicer agree, simultaneously with the execution and delivery of this
Agreement, to cause the Certificate Insurer to issue the Policy for the benefit
of the Trust in accordance with the terms thereof.

            Section 6.3 WITHDRAWALS FROM SPREAD ACCOUNT. (a) In the event that
the Servicer's Certificate with respect to any Determination Date shall state
that the amount of the Available Funds with respect to such Determination Date
is less than the sum of the amounts payable on the related Distribution Date
pursuant to clauses (i) through (v) of SUBSECTION 5.5(B) (such deficiency being
a "DEFICIENCY CLAIM AMOUNT") then on the Deficiency Claim Date immediately
preceding such Distribution Date, the Trustee shall deliver to the Spread
Account Trustee, the Certificate Insurer, the fiscal agent, if any, and the
Servicer, by hand delivery, telex or facsimile transmission, a written notice in
the form of Exhibit I (a "DEFICIENCY Notice") specifying the Deficiency Claim
Amount for such Distribution Date. Such Deficiency Notice shall direct the
Spread Account Trustee to remit such Deficiency Claim Amount (to the extent of
the funds available to be distributed pursuant to the Spread Account Agreement)
to the Trustee for deposit in the Collection Account.

            (b)   Any Deficiency Notice shall be delivered by 10:00 a.m., New
York City time, on the fourth Business Day preceding such Distribution Date. The
amounts distributed by the Spread Account Trustee to the Trustee pursuant to a
Deficiency Notice shall be deposited by the Trustee into the Collection Account
pursuant to SECTION 5.4.

            Section 6.4 CLAIMS UNDER POLICY. (a) In the event that the Trustee
has delivered a Deficiency Notice with respect to any Determination Date, the
Trustee shall determine on the related Draw Date whether the sum of (i) the
amount of Available Funds with



                                      -42-
<PAGE>


respect to such Determination Date (as stated in the Servicer's Certificate with
respect to such Determination Date) plus (ii) the amount actually received by
the Trustee from the Spread Account Trustee as a result of a Deficiency Notice
with respect to such Distribution Date (as stated in the certificate delivered
on the immediately preceding Deficiency Claim Date by the Spread Account Trustee
pursuant to Section 3.03(a) of the Spread Account Agreement) would be
insufficient, after giving effect to the distributions required by SECTION
5.5(B)(I)-(II), to pay the Class A Distributable Amount for the related
Distribution Date. If the above sum is insufficient, then the Trustee shall
furnish to the Certificate Insurer no later than 10:00 a.m. New York City time
on the related Draw Date a completed Notice of Claim in the amount of the
shortfall in amounts so available to pay the Class A Interest Distributable
Amount and the Class A Principal Distributable Amount with respect to such
Distribution Date (the amount of any such shortfall being hereinafter referred
to as the "POLICY CLAIM AMOUNT"). Amounts paid by the Certificate Insurer under
the Policy shall be deposited by the Trustee into the Policy Payments Account
and thereafter into the Collection Account for payment to Class A
Certificateholders on the related Distribution Date (or promptly following
payment on a later date as set forth in the Policy).

            (b)   Any notice delivered by the Trustee to the Certificate Insurer
pursuant to SUBSECTION 6.4(A) shall specify the Policy Claim Amount claimed
under the Policy and shall constitute a "NOTICE OF CLAIM" under the Policy. In
accordance with the provisions of the Policy, the Certificate Insurer is
required to pay to the Trustee the Policy Claim Amount properly claimed
thereunder by 10:00 a.m., New York City time, on the later of (i) the third
Business Day following receipt on a Business Day of the Notice of Claim, and
(ii) the applicable Distribution Date. Any payment made by the Certificate
Insurer under the Policy shall be applied solely to the payment of the Class A
Certificates, and for no other purpose.

            (c)   The Trustee shall (i) receive as attorney-in-fact of each
Certificateholder any Policy Claim Amount from the Certificate Insurer and (ii)
deposit the same in the Collection Account for disbursement to the Class A
Certificateholders as set forth in clauses (iii) and (iv) of SUBSECTION 5.5(B).
Any and all Policy Claim Amounts disbursed by the Trustee from claims made under
the Policy shall not be considered payment by the Trust or from the Spread
Account with respect to such Class A Certificates, and shall not discharge the
obligations of the Trust with respect thereto. The Certificate Insurer shall, to
the extent it makes any payment with respect to the Class A Certificates, become
subrogated to the rights of the recipients of such payments to the extent of
such payments. Subject to and conditioned upon any payment with respect to the
Class A Certificates by or on behalf of the Certificate Insurer in accordance
with the written instructions of the Servicer, the Trustee shall assign to the
Certificate Insurer, pursuant to an agreement of assignment prepared by and
provided by the Certificate Insurer in a form satisfactory to the Trustee all
rights to the payment of interest or principal with respect to the Class A
Certificates which are then due for payment to the extent of all payments made
by the Certificate Insurer, and the Certificate Insurer may exercise any option,
vote, right, power or the like with respect to the Class A Certificates to the
extent that it has made payment pursuant to the Policy. To evidence such
subrogation, the Trustee shall note the Certificate Insurer's rights as subrogee
upon the register of Class A Certificateholders upon receipt from the
Certificate Insurer of proof of payment by the Certificate Insurer of any Class
A Interest Distributable Amount or Class A Principal Distributable Amount.


                                      -43-
<PAGE>


            (d)   The Trustee shall be entitled to enforce on behalf of the
Class A Certificateholders the obligations of the Certificate Insurer under the
Policy. Notwithstanding any other provision of this Agreement, the Class A
Certificateholders are not entitled to institute proceedings directly against
the Certificate Insurer.

            Section 6.5 PREFERENCE CLAIMS; DIRECTION OF PROCEEDINGS. (a) In the
event that the Trustee has received a certified copy of an order of the
appropriate court that any Class A Interest Distributable Amount or Class A
Principal Distributable Amount paid on a Class A Certificate has been avoided in
whole or in part as a preference payment under applicable bankruptcy law, the
Trustee shall so notify the Certificate Insurer, shall comply with the
provisions of the Policy to obtain payment by the Certificate Insurer of such
avoided payment, and shall, at the time it provides notice to the Certificate
Insurer, notify Holders of the Class A Certificates by mail that, in the event
that any Class A Certificateholder's payment is so recoverable, such Class A
Certificateholder will be entitled to payment pursuant to the terms of the
Policy. Pursuant to the terms of the Policy, the Certificate Insurer will make
such payment on behalf of the Class A Certificateholder to the receiver,
conservator, debtor-in-possession or trustee in bankruptcy named in the Order
(as defined in the Policy) and not to the Trustee or any Class A
Certificateholder directly (unless a Class A Certificateholder has previously
paid such payment to the receiver, conservator, debtor-in-possession or trustee
in bankruptcy, in which case the Certificate Insurer will make such payment to
the Trustee for distribution to such Class A Certificateholder upon proof of
such payment reasonably satisfactory to the Certificate Insurer).

            (b)   The Trustee shall promptly notify the Certificate Insurer of
any proceeding or the institution of any action (of which a Responsible Officer
of the Trustee has actual knowledge) seeking the avoidance as a preferential
transfer under applicable bankruptcy, insolvency, receivership, rehabilitation
or similar law (a "PREFERENCE CLAIM") of any distribution made with respect to
the Class A Certificates. Each Holder, by its purchase of Class A Certificates,
and the Trustee hereby agree that so long as an Insurer Default shall not have
occurred and be continuing, the Certificate Insurer may at any time during the
continuation of any proceeding relating to a Preference Claim direct all matters
relating to such Preference Claim including, without limitation, (i) the
direction of any appeal of any order relating to any Preference Claim and (ii)
the posting of any surety, supersedeas or performance bond pending any such
appeal at the expense of the Certificate Insurer, but subject to reimbursement
as provided in the Insurance Agreement. In addition, and without limitation of
the foregoing, as set forth in SECTION 6.4(C), the Certificate Insurer shall be
subrogated to, and each Class A Certificateholder and the Trustee hereby
delegate and assign, to the fullest extent permitted by law, the rights of the
Trustee and each Class A Certificateholder in the conduct of any proceeding with
respect to a Preference Claim, including, without limitation, all rights of any
party to an adversary proceeding action with respect to any court order issued
in connection with any such Preference Claim.

            Section 6.6 SURRENDER OF POLICY. The Trustee shall surrender the
Policy to the Certificate Insurer for cancellation upon its expiration in
accordance with the terms thereof.

            Section 6.7 SELLER AS AGENT OF THE REVERSIONARY HOLDERS. The Seller
shall be deemed to be the agent of the Reversionary Holders for purposes of
perfecting the Spread


                                      -44-
<PAGE>


Account Trustee's Interest in the related Property (as such terms are defined in
the Spread Account Agreement). The Reversionary Holders agree, by acceptance of
the Class C Certificate, to execute and deliver such instruments of conveyance,
assignment, grant, confirmation, etc., as well as any financing statements, in
each case, as the Controlling Party (as defined in the Spread Account Agreement)
shall consider reasonably necessary in order to perfect the Spread Account
Trustee's Interest in the related Property.

                                   ARTICLE VII

                                THE CERTIFICATES

            Section 7.1 THE CERTIFICATES. (a) The Class A Certificates will be
issued in minimum denominations of $1,000,000 and integral multiples of $1,000
in excess thereof, except that one Class A Certificate shall be issued in a
denomination that includes any residual amount. The Class B Certificates will be
issued in minimum denominations of $250,000 and integral multiples of $1,000 in
excess thereof, except that one Class B Certificate shall be issued in a
denomination that includes any residual amount. The Class C Certificate will be
issued without denomination. Each Certificate shall represent a validly issued
and binding obligation, but only if such Certificate has been executed and
authenticated by a Responsible Officer of the Trustee by manual signature.
Certificates bearing the manual signatures of individuals who were, at the time
when such signatures were affixed, authorized to sign on behalf of the Trust
shall be valid and binding obligations, notwithstanding that such individuals or
any of them have ceased to be so authorized prior to the authentication and
delivery of such Certificates or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such Certificate
a certificate of authentication substantially in the form set forth in the form
of the Certificates of the related Class, attached as exhibits hereto, signed by
the Trustee by manual signature, and such certificate upon any Certificate shall
be conclusive evidence, and the only evidence, that such Certificate has been
duly authenticated and delivered hereunder. All Class A Certificates shall be
substantially in the form set forth in Exhibit A hereto, all Class B
Certificates shall be substantially in the form set forth in Exhibit B hereto,
and the Class C Certificate shall be substantially in the form set forth in
Exhibit C hereto. The Certificates shall be dated the date of their
authentication. Neither the Certificates nor the Receivables are insured by the
Federal Deposit Insurance Corporation or any other governmental agency.

            (b)   It is intended that the Class A Certificates be registered so
as to participate in a global book-entry system with the Depository, as set
forth herein. The Class A Certificates shall, except as otherwise provided
below, be initially issued in the form of a single fully registered Class A
Certificate with a denomination equal to the initial Class A Certificate
Balance. Upon initial issuance, the ownership of each such Class A Certificate
shall be registered in the Certificate Register in the name of Cede & Co., or
any successor thereto, as nominee for the Depository.

            The Depositor and the Trustee are hereby authorized to execute and
deliver the Representation Letter with the Depository.


                                      -45-
<PAGE>


            With respect to Class A Certificates registered in the Certificate
Register in the name of Cede & Co., as nominee of the Depository, the Depositor,
the Seller, the Originators, the Servicer and the Trustee shall have no
responsibility or obligation to Participants or beneficial owners for which the
Depository holds Class A Certificates from time to time as a Depository. Without
limiting the immediately preceding sentence, the Depositor, the Seller, the
Originators, the Servicer and the Trustee shall have no responsibility or
obligation with respect to (i) the accuracy of the records of the Depository,
Cede & Co., or any Participant with respect to any ownership interest in any
Class A Certificate, (ii) the delivery to any Participant or any other Person,
other than a Certificateholder, of any notice with respect to the Class A
Certificates or (iii) the payment to any Participant or any other Person, other
than a Certificateholder, of any amount with respect to any distribution of
principal or interest on the Class A Certificates. No Person other than a
Certificateholder shall receive a certificate evidencing such Class A
Certificate.

            Upon delivery by the Depository to the Trustee of written notice to
the effect that the Depository has determined to substitute a new nominee in
place of Cede & Co., and subject to the provisions hereof with respect to the
payment of interest by the mailing of checks or drafts to the Certificateholders
appearing as Certificateholders at the close of business on a Record Date, the
name "Cede & Co." in this Agreement shall refer to such new nominee of the
Depository.

            (c)  In the event that (i) the Depository or the Servicer advises
the Trustee in writing that the Depository is no longer willing or able to
discharge properly its responsibilities as nominee and depository with respect
to the Class A Certificates and the Servicer or the Depository is unable to
locate a qualified successor or (ii) the Trustee in its sole discretion elects
to terminate the book-entry system through the Depository, the Class A
Certificates shall no longer be restricted to being registered in the
Certificate Register in the name of Cede & Co. (or a successor nominee) as
nominee of the Depository. At that time, the Servicer may determine that the
Class A Certificates shall be registered in the name of and deposited with a
successor depository operating a global book-entry system, as may be acceptable
to the Servicer, or such depository's agent or designee but, if the Servicer
does not select such alternative global book-entry system, then the Class A
Certificates may be registered in whatever name or names Certificateholders
transferring Class A Certificates shall designate, in accordance with the
provisions hereof; PROVIDED, HOWEVER, that any such reregistration shall be at
the expense of the Servicer.

            (d)   Notwithstanding any other provision of this Agreement to the
contrary, so long as any Class A Certificate is registered in the name of Cede &
Co., as nominee of the Depository, all distributions of principal or interest on
such Class A Certificates as the case may be and all notices with respect to
such Class A Certificates as the case may be shall be made and given,
respectively, in the manner provided in the Representation Letter.

            (e)   No transfer of any Class B Certificates or Class C Certificate
shall be made unless such transfer is made pursuant to an effective registration
statement under the Securities Act and effective registration or qualification
under any State securities laws or "Blue Sky" laws or in a transaction which
does not require such registration or qualification. If such a transfer is to be
made in reliance upon an exemption from the Securities Act other than Rule


                                      -46-
<PAGE>


144A thereunder, (i) the Trustee shall require an Opinion of Counsel that such
transfer may be made pursuant to an exemption from the Securities Act,
describing the applicable exemption and the basis therefor, from said Act and
laws or is being made pursuant to said Act or laws or (ii) the Trustee shall
require the transferee to execute an investment letter acceptable to and in form
and substance satisfactory to the transferor and the Certificate Insurer in the
form of Exhibit L certifying to the Trustee, the Certificate Insurer and the
transferor the facts surrounding such transfer, which investment letter shall
not be an expense of the Trustee, the Trust, the Certificate Insurer, the
Depositor or the transferor. The Servicer promptly shall furnish to any Holder,
or any prospective purchaser designated by a Holder, the information required to
be delivered to Holders and prospective purchasers of Class B Certificates and
Class C Certificate in connection with the resale of the Class B Certificates
and Class C Certificate to permit compliance with Rule 144A in connection with
such resale.

            Section 7.2 INITIAL ISSUANCE OF CERTIFICATES. The Trustee has
delivered upon the instruction of the Depositor, in exchange for the
Receivables, Class A Certificates and the Class B Certificates duly
authenticated by the Trustee, in authorized denominations equaling in the
aggregate the initial Class A Certificate Balance and the initial Class B
Certificate Balance and the Class C Certificate duly authenticated by the
Trustee, evidencing an aggregate Class C Percentage Interest of 100%.

            Section 7.3 REGISTRATION OF TRANSFER AND EXCHANGE OF Certificates.
(a) The Trustee shall maintain, or cause to be maintained, at the Corporate
Trust Office, a Certificate Register in which the Trustee shall provide for the
registration of Certificates and of transfers and exchanges of Certificates as
herein provided. All Certificates shall be so registered.

            (b)   Upon surrender for registration of transfer of any Certificate
at the Corporate Trust Office, the Trustee shall execute on behalf of the Trust,
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates in authorized denominations of the
same class, of a like aggregate Percentage Interest, dated the date of such
authentication.

            (c)  At the option of a Certificateholder, Certificates may be
exchanged for other Certificates of the same class (of authorized denominations
in the case of Class A Certificates and Class B Certificates) of a like
aggregate Class A Percentage Interest, Class B Percentage Interest or Class C
Percentage Interest, as the case may be, upon surrender of the Certificates to
be exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange the Trustee on behalf of the Trust shall execute on
behalf of the Trust, authenticate and deliver the Certificates that the
Certificateholder making the exchange is entitled to receive.

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


                                      -47-
<PAGE>


            (e)  All Certificates surrendered for registration of transfer or
exchange shall be delivered to the Trustee and canceled and subsequently
destroyed by the Trustee in accordance with its customary procedures in effect
from time to time.

            (f)   Notwithstanding the foregoing, in the case of any transfer or
exchange of record or beneficial ownership of a Class B or Class C Certificate,
the transferee of such Certificate shall be deemed to have represented and
warranted that it is not acquiring its interest in the Certificate with the
assets of (A) an employee benefit plan (as defined in Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA")) subject
to Title I of ERISA, (B) a plan or other arrangement described in Section 4975
of the Code or (C) any entity whose underlying assets include plan assets by
reason of an investment in such entity by a plan described in (A) or (B) above.

            Section 7.4 MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES. If
(a) any mutilated Certificate is surrendered to the Trustee, or the Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Certificate, and (b) there is delivered to the Depositor, the Servicer and the
Trustee such security or indemnity as may be required by them to save each of
them harmless, then, in the absence of notice to the Trustee that such
Certificate has been acquired by a bona fide purchaser, the Trustee on behalf of
the Trust shall execute on behalf of the Trust, authenticate and deliver in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate a new Certificate of like Class and Percentage Interest. In
connection with the issuance of any new Certificate under this SECTION 7.4, the
Trustee may require the payment by the Certificateholder of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto. Any other expenses (including the fees and expenses of the Trustee) in
connection therewith shall be paid by the Servicer. Any duplicate Certificate
issued pursuant to this SECTION 7.4 shall constitute a Certificate duly issued
by the Trust, as if originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time.

            Section 7.5 PERSONS DEEMED OWNERS. The Trustee may treat the Person
in whose name any Certificate is registered as the owner of such Certificate for
the purpose of receiving distributions pursuant to SECTION 5.6 hereof and for
all other purposes whatsoever, and the Trustee shall not be affected by any
notice to the contrary.

            Section 7.6 ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND
ADDRESSES. The Trustee shall furnish or cause to be furnished to the Servicer or
(unless an Insurer Default shall have occurred and be continuing) the
Certificate Insurer, within 10 days after receipt by the Trustee of a written
request therefor from such party, a list of the names and addresses of the
Certificateholders as of the most recent Record Date for payment of
distributions to Certificateholders. Every Certificateholder, by receiving and
holding a Certificate, agrees with the Servicer and the Trustee that neither the
Servicer nor the Trustee shall be held accountable by reason of the disclosure
of any such information as to the names and addresses of the Certificateholders
under this Agreement, regardless of the source from which such information was
derived.


                                      -48-
<PAGE>


                                  ARTICLE VIII

                                  THE DEPOSITOR

            Section 8.1 LIABILITY OF DEPOSITOR. The Depositor shall be liable
for payments in respect of the Certificates in accordance herewith only to the
extent of the obligations specifically undertaken by the Depositor herein.

            Section 8.2 LIMITATION ON LIABILITY OF DEPOSITOR. The directors,
officers, employees or agents of the Depositor shall not be under any liability
to the Trust, the Trustee, the Certificateholders, the Originators, the
Servicer, the Seller or any other Person hereunder or pursuant to any document
delivered hereunder, it being expressly understood that all such liability is
expressly waived and released as a condition of, and as consideration for, the
Depositor's execution and delivery of this Agreement and the issuance of the
Certificates. The Depositor shall not be under any liability to the Trust, the
Trustee, the Certificateholders, the Originators, the Servicer, the Seller or
any other Person for any action taken or for refraining from the taking of any
action in its capacity as Depositor pursuant to this Agreement whether arising
from express or implied duties under this Agreement; PROVIDED, HOWEVER, that
this provision shall not protect the Depositor against any liability which would
otherwise be imposed by reason of willful misfeasance, bad faith,
misrepresentation or negligence in the performance of duties or by reason of
reckless disregard of obligations and duties hereunder. The Depositor may rely
in good faith on any document of any kind prima facie properly executed and
submitted by any other Person respecting any matters arising hereunder.

                                   ARTICLE IX

                                  THE SERVICER

            Section 9.1 LIABILITY OF SERVICER; INDEMNITIES. (a) The Servicer
shall be liable hereunder only to the extent of the obligations in this
Agreement specifically undertaken by the Servicer and the representations made
by the Servicer.

            (b)   The Servicer shall defend, indemnify and hold harmless the
Trustee, the Backup Servicer, the Spread Account Trustee, the Certificate
Insurer, the Depositor, the Seller and their respective officers, directors,
agents and employees, the Trust, and the Certificateholders from and against any
and all costs, expenses, losses, damages, claims and liabilities, including
reasonable fees and expenses of counsel and expenses of litigation arising out
of or resulting from the use, ownership or operation by the Servicer or any
Affiliate thereof of any Financed Vehicle.

            (c)   The Servicer shall defend, indemnify and hold harmless the
Trust, the Trustee, the Backup Servicer, the Spread Account Trustee, the
Depositor, the Seller, the Certificate Insurer, their respective officers,
directors, agents and employees, and the Certificateholders from and against any
taxes that may at any time be asserted against the Trust, the Trustee or the
Certificateholders with respect to the transactions contemplated in this
Agreement, including, without limitation, any sales, gross receipts, general
corporation, tangible personal property, privilege or license taxes (but not
including any taxes asserted with respect to,



                                      -49-
<PAGE>


and as of the date of, the sale of the Receivables and the other Trust Property
to the Trustee or the issuance and original sale of the Certificates, or
asserted with respect to ownership of the Receivables, or federal or other
income taxes arising out of distributions on the Certificates) and costs and
expenses in defending against the same.

            (d)   The Servicer shall indemnify, defend and hold harmless the
Trust, the Trustee, the Backup Servicer, the Certificate Insurer, the Depositor,
the Seller, the Spread Account Trustee, their respective officers, directors,
agents and employees and the Certificateholders from and against any and all
costs, expenses, losses, claims, damages, and liabilities to the extent that
such cost, expense, loss, claim, damage, or liability arose out of, or was
imposed upon the Trustee, the Trust, the Certificate Insurer, the Depositor, the
Seller or the Certificateholders through the breach of this Agreement, the
negligence, willful misfeasance, or bad faith of the Servicer in the performance
of its duties under this Agreement or by reason of reckless disregard of its
obligations and duties under this Agreement.

            (e)   The Servicer shall indemnify, defend, and hold harmless the
Backup Servicer, the Trustee, its officers, directors, agents and employees,
from and against all costs, tax (other than income taxes on fees and expenses
payable to the Trustee), expenses, losses, claims, damages and liabilities
arising out of or incurred in connection with the acceptance or performance of
the trusts and duties contained in this Agreement, except to the extent that
such cost, taxes (other than income tax), expense, loss, claim, damage or
liability (A) is due to the willful misfeasance, bad faith or negligence of the
Backup Servicer or the Trustee, or (B) arises from the Backup Servicer's or the
Trustee's breach of any of its representations or warranties set forth in
SECTION 11.12.

            (f)   For purposes of this SECTION 9.1, in the event of the
termination of the rights and obligations of the Servicer (or any successor
thereto pursuant to SECTION 9.2) as Servicer pursuant to SECTION 10.1, or a
resignation by such Servicer pursuant to this Agreement, such Servicer shall be
deemed to be the Servicer pending appointment of a successor Servicer pursuant
to SECTION 10.3. The provisions of this SECTION 9.1(F) shall in no way affect
the survival pursuant to SECTION 9.1(G) of the indemnification by the Servicer
provided by SECTIONS 9.1(B) through 9.1(E).

            (g)   Indemnification under this Article shall survive the
termination of this Agreement and shall include reasonable fees and expenses of
counsel and expenses of litigation. If the Servicer shall have made any
indemnity payments pursuant to this Article and the recipient thereafter
collects any of such amounts from others, the recipient shall promptly repay
such amounts collected to the Servicer, without interest. Notwithstanding any
other provision of this Agreement, the obligations of the Servicer described in
this Section shall not terminate or be deemed released upon the resignation or
termination of [____________] as the Servicer and shall survive any termination
of this Agreement.

            Section 9.2 MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE
OBLIGATIONS OF, THE SERVICER OR BACKUP SERVICER. (a) The Servicer shall not
merge or consolidate with any other Person, convey, transfer or lease
substantially all its assets as an entirety to another Person, or permit any
other Person to become the successor to the Servicer's business unless, after
the merger, consolidation, conveyance, transfer, lease or succession, the
successor or surviving entity


                                      -50-
<PAGE>


shall be an Eligible Servicer and shall be capable of fulfilling the duties of
the Servicer contained in this Agreement. Any Person (i) into which the Servicer
may be merged or consolidated, (ii) resulting from any merger or consolidation
to which the Servicer shall be a party, (iii) which acquires by conveyance,
transfer, or lease substantially all of the assets of the Servicer, or (iv)
succeeding to the business of the Servicer, in any of the foregoing cases shall
execute an agreement of assumption to perform every obligation of the Servicer
under this Agreement and, whether or not such assumption agreement is executed,
shall be the successor to the Servicer under this Agreement without the
execution or filing of any paper or any further act on the part of any of the
parties to this Agreement, anything in this Agreement to the contrary
notwithstanding; PROVIDED, HOWEVER, that nothing contained herein shall be
deemed to release the Servicer from any obligation. The Servicer shall provide
notice of any merger, consolidation or succession pursuant to this SECTION
9.2(A) to the Trustee, the Certificate Insurer, the Certificateholders and each
Rating Agency. Notwithstanding the foregoing, as a condition to the consummation
of the transactions referred to in clauses (i), (ii) and (iii) above, (x)
immediately after giving effect to such transaction, no representation or
warranty made pursuant to SECTION 4.6 shall have been breached (for purposes
hereof, such representations and warranties shall speak as of the date of the
consummation of such transaction) and no event that, after notice or lapse of
time, or both, would become an Insurance Agreement Event of Default, shall have
occurred and be continuing, (y) the Servicer shall have delivered to the Trustee
and the Certificate Insurer an Officer's Certificate and an Opinion of Counsel
each stating that such consolidation, merger or succession and such agreement of
assumption comply with this SECTION 9.2(A) and that all conditions precedent, if
any, provided for in this Agreement relating to such transaction have been
complied with, and (z) the Servicer shall have delivered to the Trustee and the
Certificate Insurer an Opinion of Counsel, stating, in the opinion of such
counsel, either (A) all financing statements and continuation statements and
amendments thereto have been executed and filed that are necessary to preserve
and protect the interest of the Trustee in the Trust Property and reciting the
details of the filings or (B) no such action shall be necessary to preserve and
protect such interest.

            (b)   Any Person (i) into which the Backup Servicer may be merged or
consolidated, (ii) resulting from any merger or consolidation to which the
Backup Servicer shall be a party, (iii) which acquires by conveyance, transfer
or lease substantially all of the assets of the Backup Servicer, or (iv)
succeeding to the business of the Backup Servicer, in any of the foregoing cases
shall execute an agreement of assumption to perform every obligation of the
Backup Servicer under this Agreement and, whether or not such assumption
agreement is executed, shall be the successor to the Backup Servicer under this
Agreement without the execution or filing of any paper or any further act on the
part of any of the parties to this Agreement, anything in this Agreement to the
contrary notwithstanding; PROVIDED, HOWEVER, that nothing contained herein shall
be deemed to release the Backup Servicer from any obligation.

            Section 9.3 LIMITATION ON LIABILITY OF SERVICER, BACKUP SERVICER AND
OTHERS. Neither the Servicer, the Backup Servicer nor any of the directors or
officers or employees or agents of the Servicer or the Backup Servicer shall be
under any liability to the Trust, the Originators, the Seller, the Depositor or
the Certificateholders, except as provided in this Agreement, for any action
taken or for refraining from the taking of any action pursuant to this
Agreement; PROVIDED, HOWEVER, that this provision shall not protect the
Servicer, the Backup Servicer or any such person against any liability that
would otherwise be imposed by reason of a


                                      -51-
<PAGE>


breach of this Agreement or willful misfeasance, bad faith or negligence
(excluding errors in judgment) in the performance of duties (including
negligence with respect to the Servicer's indemnification obligations
hereunder), by reason of reckless disregard of obligations and duties under this
Agreement or any violation of law by the Servicer, the Backup Servicer or such
person, as the case may be; FURTHER PROVIDED, that this provision shall not
affect any liability to indemnify the Trustee for costs, taxes, expenses,
claims, liabilities, losses or damages paid by the Trustee in its individual
capacity. The Servicer, the Backup Servicer and any director, officer, employee
or agent of the Servicer or Backup Servicer may conclusively 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. The Backup Servicer shall not be required to expend or risk its own
funds or otherwise incur financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or powers, if the
repayment of such funds or written indemnity reasonably satisfactory to it
against such risk or liability is not reasonably assured to it in writing prior
to the expenditure or risk of such funds or incurrence of financial liability.

            Section 9.4 DELEGATION OF DUTIES. Subject to prior approval by the
Certificate Insurer, the Servicer may at any time delegate any duties hereunder
to any Person, including, without limitation, the Sub-Servicers, who agree to
conduct such duties in accordance with this Agreement. Such delegation shall not
relieve the Servicer of its responsibilities and liabilities with respect to
such duties, and shall not constitute a resignation within the meaning of
SECTION 9.5. The Backup Servicer may execute any of the trusts or powers under
this Agreement or perform any duties under this Agreement either directly or by
or through agents or attorneys, custodians or nominees. The Backup Servicer
shall not be responsible for any misconduct or negligence on the part of any
agent or attorney appointed with due care by the Backup Servicer.

            Section 9.5 RESIGNATION OF SERVICER AND BACKUP SERVICER. (a) Subject
to the provisions of SECTION 9.2, the Servicer shall not resign from the
obligations and duties imposed on it by this Agreement as Servicer except upon a
determination that by reason of a change in legal requirements the performance
of its duties under this Agreement would cause it to be in violation of such
legal requirements in a manner which would result in a material adverse effect
on the Servicer, and the Certificate Insurer (so long as an Insurer Default
shall not have occurred and be continuing) or a Certificate Majority (if an
Insurer Default shall have occurred and be continuing) does not elect to waive
the obligations of the Servicer to perform the duties which render it legally
unable to act or to delegate those duties to another Person. Any such
determination permitting the resignation of the Servicer shall be evidenced by
an Opinion of Counsel to such effect delivered and acceptable to the Trustee and
the Certificate Insurer (unless an Insurer Default shall have occurred and be
continuing). No resignation of the Servicer shall become effective until, so
long as no Insurer Default shall have occurred and be continuing, the Backup
Servicer or an entity acceptable to the Certificate Insurer shall have assumed
the responsibilities and obligations of the Servicer or, if an Insurer Default
shall have occurred and be continuing, the Backup Servicer or a successor
Servicer that is an Eligible Servicer shall have assumed the responsibilities
and obligations of the Servicer.

            (b)   The Backup Servicer may at any time resign from the
obligations and duties imposed on it by this Agreement by giving written notice
to the Certificate Insurer, PROVIDED, HOWEVER, that no resignation of the Backup
Servicer shall become effective until, so


                                      -52-
<PAGE>


long as no Insurer Default shall have
occurred and be continuing, an entity acceptable to the Certificate Insurer
shall have assumed the responsibilities and obligations of the Backup Servicer
or, if an Insurer Default shall have occurred and be continuing, a Person that
is an Eligible Servicer shall have assumed the responsibilities and obligations
of the Backup Servicer; PROVIDED, HOWEVER, that in the event a successor Backup
Servicer is not appointed within 60 days after the Backup Servicer has given
notice of its resignation as permitted by this SECTION 9.5, the Backup Servicer
may petition a court for its removal. Notwithstanding anything herein to the
contrary, in the event the entity serving as Trustee hereunder is also serving
as Backup Servicer, such resignation of the Backup Servicer shall become
effective without any further act upon the effectiveness of the resignation of
the Trustee hereunder.

                                    ARTICLE X

                           SERVICER TERMINATION EVENTS

            Section 10.1      SERVICER  TERMINATION  EVENT.  For  purposes  of
this  Agreement,   each  of  the  following  shall  constitute  a  "SERVICER
TERMINATION EVENT":

            (a)   Any failure by the Servicer to deliver to the Trustee for
distribution to Certificateholders or deposit in the Spread Account any proceeds
or payment required to be so delivered under the terms of the Certificates or
this Agreement (including deposits of the Purchase Amount pursuant to SECTION
4.7) that continues unremedied for a period of two Business Days (one Business
Day with respect to payment of Purchase Amounts) after written notice is
received by the Servicer from the Trustee or (unless an Insurer Default shall
have occurred and be continuing) the Certificate Insurer or after discovery of
such failure by a Responsible Officer of the Servicer;

            (b)   Failure by the Servicer to deliver to the Trustee and (so long
as an Insurer Default shall not have occurred and be continuing) the Certificate
Insurer the Servicer's Certificate required by SECTION 4.9 on the date such
certificate is required to be delivered;

            (c)   Failure  on  the  part  of  the   Servicer  to  observe  its
covenants and agreements set forth in SECTION 9.2(A);

            (d)   Failure on the part of the Servicer duly to observe or perform
in any material respect any other covenants or agreements of the Servicer set
forth in this Agreement, which failure continues unremedied for a period of 30
days after the date on which written notice of such failure, requiring the same
to be remedied, shall have been given to the Servicer by the Trustee or the
Certificate Insurer (or, if an Insurer Default shall have occurred and be
continuing, any Certificateholder);

            (e)   The entry of a decree or order for relief by a court or
regulatory authority having jurisdiction in respect of the Servicer in an
involuntary case under the federal bankruptcy laws, as now or hereafter in
effect, or another present or future, federal or state, bankruptcy, insolvency
or similar law, or appointing a receiver, liquidator, assignee, trustee,
custodian, sequestrator or other similar official of the Servicer or of any
substantial part of their respective properties or ordering the winding up or
liquidation of the affairs of the Servicer and the


                                      -53-
<PAGE>


continuance of any such decree or order unstayed and in effect for a period of
60 consecutive days or 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;

            (f)   The commencement by the Servicer of a voluntary 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 the consent
by the Servicer to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official
of the Servicer or of any substantial part of its property or the making by the
Servicer of an assignment for the benefit of creditors or the failure by the
Servicer generally to pay its debts as such debts become due or the taking of
corporate action by the Servicer in furtherance of any of the foregoing;

            (g)   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 Trust and, within 30
days after written notice thereof shall have been given to the Servicer by the
Trustee or the Certificate Insurer (or, if an Insurer Default shall have
occurred and be continuing, a Certificateholder), the circumstances or condition
in respect of which such representation, warranty or statement was incorrect
shall not have been eliminated or otherwise cured;

            (h)   So long as an Insurer Default shall not have occurred and be
continuing, the Certificate Insurer shall not have delivered a Servicer
Extension Notice pursuant to SECTION 4.14;

            (i)   So long as an Insurer Default shall not have occurred and be
continuing, (x) an Insurance Agreement Event of Default shall have occurred or
(y) an Insurance Agreement Event of Default with respect to another Series (as
defined in the Spread Account Agreement) (other than a Portfolio Performance
Event of Default as defined in the related Insurance Agreement) shall have
occurred;

            (j)   A claim is made under the Policy; or

            (k)   Any failure by [____________], only while [________________]
is acting as Servicer, to cure any breach or repurchase any Receivable in
accordance with and upon the conditions set forth in SECTION 3.6 hereof.

            Section 10.2 CONSEQUENCES OF A SERVICER TERMINATION EVENT. (a) If a
Servicer Termination Event shall occur and be continuing, so long as no Insurer
Default shall have occurred and be continuing, the Certificate Insurer, subject
to SUBSECTION (B) of this SECTION 10.2, (or, if an Insurer Default shall have
occurred and be continuing, any of the Trustee or the Certificateholders
evidencing not less than a Certificate Majority), by notice given in writing to
the Servicer (and to the Trustee if given by the Certificate Insurer or the
Certificateholders) may terminate all of the rights and obligations of the
Servicer under this Agreement. On or after the receipt by the Servicer of such
written notice, or, if the Certificate Insurer shall not have


                                      -54-
<PAGE>


delivered a Servicer Extension Notice pursuant to SECTION 4.14, all authority,
power, obligations and responsibilities of the Servicer under this Agreement,
whether with respect to the Certificates or the Trust Property or otherwise,
automatically shall pass to, be vested in and become obligations and
responsibilities of the Backup Servicer; PROVIDED, HOWEVER, that the Backup
Servicer shall have no liability with respect to any obligation which was
required to be performed by the prior Servicer prior to the date that the Backup
Servicer becomes the Servicer or any claim of a third party based on any alleged
action or inaction of the prior Servicer. The Backup Servicer is authorized and
empowered by this Agreement to execute and deliver, on behalf of the prior
Servicer, as attorney-in-fact or otherwise, any and all documents and other
instruments and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement of the Receivables and the other Trust
Property and related documents to show the Trustee as lienholder or secured
party on the related Lien Certificates, or otherwise. The prior Servicer agrees
to cooperate with the Backup Servicer in effecting the termination of the
responsibilities and rights of the prior Servicer under this Agreement,
including, without limitation, the transfer to the Backup Servicer for
administration by it of all cash amounts that shall at the time be held by the
prior Servicer for deposit, or have been deposited by the prior Servicer, in the
Collection Account or thereafter received with respect to the Receivables and
the delivery to the Backup Servicer of all Receivable Files, Collection Records
and a computer tape in readable form containing all information necessary to
enable the Backup Servicer or a successor Servicer to service the Receivables
and the other Trust Property. The Trustee and the Backup Servicer may set off
and deduct any amounts owed by the terminated Servicer from any amounts payable
to the terminated Servicer pursuant to the preceding sentence. The terminated
Servicer shall grant the Trustee, the Backup Servicer and the Certificate
Insurer reasonable access to the terminated Servicer's premises at the
Servicer's expense.

            (b)   So long as no Insurer Default shall have occurred and be
continuing, (i) if as the result of a default by the Servicer with respect to
its obligations pursuant to SECTION 4.7, a Servicer Termination Event described
in SECTION 10.1(A) shall occur and be continuing and (ii) if a Servicer
Termination Event described in SECTION 10.1(K) has occurred and is continuing,
the Trustee may request in writing that the Certificate Insurer deliver the
notice as set forth in SUBSECTION (A) above. The consent of the Certificate
Insurer to such request shall not be unreasonably withheld.

            Section 10.3 APPOINTMENT OF SUCCESSOR. (a) On and after (i) the time
the Servicer receives a notice of termination pursuant to SECTION 10.2 or (ii)
upon the resignation of the Servicer pursuant to SECTION 9.5 or (iii) the
receipt by the Backup Servicer (or any alternate successor Servicer appointed by
the Certificate Insurer pursuant to SECTION 10.3(B)), of written notice from the
Certificate Insurer that the Certificate Insurer is not extending the Servicer's
term pursuant to SECTION 4.14, the Backup 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 in this Agreement, and shall be
subject to all the responsibilities, restrictions, duties, liabilities and
termination provisions relating thereto placed on the Servicer by the terms and
provisions of this Agreement; PROVIDED, HOWEVER that the Backup Servicer shall
not be liable for any acts, omissions or obligations of the Servicer prior to
such succession or for any breach by the Servicer of any of its representations
and warranties contained in this Agreement or in any related document or
agreement. The Trustee and such successor shall take such action,



                                      -55-
<PAGE>


consistent with this Agreement, as shall be necessary to effectuate any such
succession. If a successor Servicer is acting as Servicer hereunder, it shall be
subject to termination under SECTION 10.2 upon the occurrence of any Servicer
Termination Event applicable to it as Servicer.

            (b)   The Certificate Insurer may (so long as an Insurer Default
shall not have occurred and be continuing) exercise at any time its right to
appoint as Backup Servicer or as successor to the Servicer a person other than
the Person serving as Backup Servicer at the time, and (without limiting its
obligations under the Policy) shall have no liability to the Trustee, the
Depositor, the Seller, the Person then serving as Backup Servicer, any
Certificateholder or any other Person if it does so. Notwithstanding the above,
if the Backup Servicer shall be legally unable or unwilling to act as Servicer
and an Insurer Default shall have occurred and be continuing, the Backup
Servicer, the Trustee or a Certificate Majority may petition a court of
competent jurisdiction to appoint any Eligible Servicer as the successor to the
Servicer. Pending such appointment, the Backup Servicer shall act as successor
Servicer unless it is legally unable to do so, in which event the outgoing
Servicer shall continue to act as Servicer until a successor Servicer has been
appointed and accepted such appointment. Subject to SECTION 9.5, no provision of
this Agreement shall be construed as relieving the Backup Servicer of its
obligation to succeed as successor Servicer upon the termination of the Servicer
pursuant to SECTION 10.2 or the resignation of the Servicer pursuant to SECTION
9.5. If upon the termination of the Servicer pursuant to SECTION 10.2 or the
resignation of the Servicer pursuant to SECTION 9.5, the Certificate Insurer
appoints a successor Servicer other than the Backup Servicer, the Backup
Servicer shall not be relieved of its duties as Backup Servicer hereunder.

            (c)   Any successor Servicer which shall include the Backup Servicer
shall be entitled to such compensation (whether payable out of the Collection
Account or otherwise) as the Servicer would have been entitled to under the
Agreement if the Servicer had not resigned or been terminated hereunder. If any
successor Servicer is appointed for any reason, the Certificate Insurer and such
successor Servicer may agree on additional compensation to be paid to such
successor Servicer, which additional compensation shall be payable out of funds
on deposit in the Spread Account. In addition, any successor Servicer shall be
entitled, out of funds in the Spread Account, to reasonable transition expenses
incurred in acting as successor Servicer.

            Section 10.4 NOTIFICATION TO CERTIFICATEHOLDERS. Upon any
termination of, or appointment of a successor to, the Servicer pursuant to this
ARTICLE X, the Trustee shall give prompt written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register and to each Rating Agency.

            Section 10.5 WAIVER OF PAST DEFAULTS. So long as no Insurer Default
shall have occurred and be continuing, the Certificate Insurer, subject to
SUBSECTION (B) of this SECTION 10.5 (or, if an Insurer Default shall have
occurred and be continuing, a Certificate Majority) may, on behalf of all
Certificateholders, waive any default by the Servicer in the performance of its
obligations hereunder and its consequences. Upon any such waiver of a past
default, such default shall cease to exist, and any Servicer Termination Event
arising therefrom shall be deemed to have been remedied for every purpose of
this Agreement. No such waiver shall extend to any subsequent or other default
or impair any right consequent thereon.


                                      -56-
<PAGE>


            Section 10.6 EFFECT OF SERVICER TERMINATION EVENT ON SUB-SERVICER.
Any removal of the Servicer pursuant to this ARTICLE X shall ipso facto
constitute a removal of the Sub-Servicers.

                                   ARTICLE XI

                                   THE TRUSTEE

            Section 11.1 DUTIES OF TRUSTEE. (a) Subject to paragraph (c) of this
SECTION 11.1, the Trustee, both prior to and after the occurrence of a Servicer
Termination Event, undertakes to perform as Trustee such duties and only such
duties as are specifically set forth in this Agreement.

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

            (c)   No provision of this Agreement shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent
failure to act (other than errors in judgment) or its own bad faith or willful
misfeasance; PROVIDED, HOWEVER, that:

               (i)   the duties and obligations of the Trustee shall be
      determined solely by the express provisions of this Agreement, the Trustee
      shall not be liable except for the performance of such duties and
      obligations as are specifically set forth in this Agreement, no implied
      covenants or obligations shall be read into this Agreement against the
      Trustee and, in the absence of bad faith on the part of the Trustee, the
      Trustee may conclusively rely, as to the truth of the statements and the
      correctness of the opinions expressed therein, upon any certificates or
      opinions furnished to the Trustee and conforming to the requirements of
      this Agreement;

               (ii) the Trustee shall not be liable for an error of judgment
      made in good faith by a Responsible Officer of the Trustee, unless it
      shall be proven that the Trustee was negligent in performing its duties in
      accordance with the terms of this Agreement;

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

               (iv) the Trustee shall not be liable for any action it takes or
      omits to take in good faith at the direction of the Certificate Insurer
      (or, after an Insurer Default shall have occurred and be continuing, a
      Certificate Majority); provided that the Trustee shall not be authorized
      hereunder to comply with any direction which is not authorized by the
      terms of this Agreement.

            (d)   Notwithstanding any other provision of this Agreement, the
Trustee shall not be required to expend or risk its own funds or otherwise incur
financial liability in the


                                      -57-
<PAGE>


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

            (e)   The Trustee shall not be charged with knowledge of any failure
by the Servicer to comply with the obligations of the Servicer referred to in
this Agreement, or of any failure by the Seller to comply with the obligations
of the Seller referred to in this Agreement, unless a Responsible Officer of the
Trustee obtains actual knowledge of such failure (it being understood that
knowledge of the Servicer is not attributable to the Trustee) or the Trustee
receives written notice of such failure from the Servicer or the Seller, as the
case may be, or the Certificate Insurer (or, if an Insurer Default shall have
occurred and be continuing) the Certificateholders evidencing not less than 25%
of the sum of the Class A Certificate Balance and the Class B Certificate
Balance, or, if there are no Class A Certificates then outstanding, by Holders
of Class B Certificates evidencing not less than 25% of the Class B Certificate
Balance; and

            (f)   Except for actions expressly authorized by this Agreement, the
Trustee shall take no action reasonably likely to impair the security interests
created or existing under any Receivable or Financed Vehicle or to impair the
value of any Receivable or Financed Vehicle.

            Section 11.2 TRUSTEE'S ASSIGNMENT OF ADMINISTRATIVE RECEIVABLES AND
WARRANTY RECEIVABLES. With respect to all Administrative Receivables and all
Warranty Receivables purchased by the Seller, the Originators,
[____________________] or the Servicer, the Trustee shall take any and all
actions reasonably requested in writing by the Seller, the Originators,
[____________________] or the Servicer at the expense of the Person whose
obligation was to repurchase the Administrative Receivable or the Warranty
Receivable, to assign, without recourse, representation or warranty, to the
Seller, the Originators, [____________________] or the Servicer, as applicable,
including, without limitation, all the items conveyed to the Trustee pursuant to
SECTION 3.1(A) with respect to such purchased Receivable, all monies due
thereon, the security interests in the related Financed Vehicles, proceeds from
any Insurance Policies, proceeds from recourse against Dealers on such
Receivables and the interests of the Trust in certain rebates of premiums and
other amounts relating to the Insurance Policies and any documents relating
thereto, such assignment being an assignment outright and not for security; and
the Seller, the Originators, [____________________] or the Servicer, as
applicable, shall thereupon own such Receivable, and all such security and
documents, free of any further obligation to the Trustee or the
Certificateholders with respect thereto. Each of the Servicer and the Trustee
shall cooperate with respect to the orderly transfer of the servicing to the
party purchasing the Administrative Receivable or the Warranty Receivable
hereunder, and each of the Servicer and the Trustee shall cooperate with such
party to ensure that the purchasing party is subrogated to the rights of each
such Person with respect to such Receivable.


                                      -58-
<PAGE>


            Section 11.3      CERTAIN  MATTERS  AFFECTING THE TRUSTEE.  Except
as otherwise provided in SECTION 11.1(C):

            (a)   The Trustee may conclusively rely and shall be protected in
acting or refraining from acting upon any resolution, Officer's Certificate,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other paper
or document believed by it to be genuine and to have been signed or presented by
the proper party or parties;

            (b)   The Trustee may consult with counsel and the advice of such
counsel shall be full and complete authorization and protection in respect of
any action taken or suffered or omitted by it under this Agreement in good faith
and in accordance with such advice;

            (c)   The Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Agreement, or to institute, conduct or
defend any litigation under this Agreement or in relation to this Agreement,
pursuant to the provisions of this Agreement, unless the Trustee shall have been
assured security or indemnity reasonably satisfactory to it against the costs,
expenses and liabilities that may be incurred therein or thereby; PROVIDED,
HOWEVER, that the Trustee shall, upon the occurrence of a Servicer Termination
Event (that has not been cured), exercise the rights and powers vested in it by
this Agreement with reasonable care and skill;

            (d)   The Trustee shall not be bound to make any investigation into
the facts of matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond or
other paper or document, unless requested in writing to do so by the Certificate
Insurer or by Certificateholders evidencing not less than 25% of the sum of the
Class A Certificate Balance and the Class B Certificate Balance, or, if there
are no Class A Certificates then outstanding, by Holders of Class B Certificates
evidencing not less than 25% of the Class B Certificate Balance; PROVIDED,
HOWEVER, that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this Agreement, the
Trustee may require indemnity reasonably satisfactory to it against such cost,
expense or liability as a condition to so proceeding; the reasonable expense of
every such examination shall be paid by the Person making such request or, if
paid by the Trustee, shall be reimbursed by the Person making such request upon
demand;

            (e)   The Trustee may execute any of the trusts or powers under this
Agreement or perform any duties under this Agreement either directly or by or
through agents or attorneys, custodians or nominees. The Trustee shall not be
responsible for any misconduct or negligence on the part of any agent or
attorney appointed with due care by the Trustee. The Trustee shall not be
responsible for any misconduct or negligence attributable to the acts or
omissions of the Servicer or the Depositor;

            (f)   The Trustee may conclusively rely, as to factual matters
relating to the Depositor or the Servicer, on an Officer's Certificate of a
Responsible Officer of the Depositor or Servicer, respectively; and


                                      -59-
<PAGE>


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

            Section 11.4 TRUSTEE NOT LIABLE FOR CERTIFICATES OR RECEIVABLES. The
Trustee makes no representations as to the validity or sufficiency of this
Agreement or of the Certificates (other than the execution of the Certificates)
or of any Receivable or Related Document, except to the extent otherwise
expressly provided herein. The Trustee and the Backup Servicer shall at no time
(except during such time, if any, as it is acting as successor Servicer) have
any responsibility or liability for or with respect to the legality, validity
and enforceability of any security interest in any Financed Vehicle or any
Receivable, or the perfection and priority of such a security interest or the
maintenance of any such perfection and priority, or for or with respect to the
efficiency of the Trust or its ability to generate the payments to be
distributed to Certificateholders under this Agreement, including, without
limitation, the existence, condition, location and ownership of any Financed
Vehicle; the existence and enforceability of any insurance thereon; the
existence of any Receivable or any computer or other record thereof (it being
understood that the Trustee has not reviewed and does not intend to review such
matters, the sole responsibility for such review being vested in the Servicer);
the completeness of any Receivable; the receipt by the Servicer of any
Receivable; the performance or enforcement of any Receivable; the compliance by
the Depositor and the Servicer with any covenant or the breach by the Depositor
and the Servicer of any warranty or representation made under this Agreement or
in any related document and the accuracy of any such warranty or representation
prior to the Trustee's receipt of notice or other discovery of any noncompliance
therewith or any breach thereof, any investment of monies by or at the direction
of the Servicer or any loss resulting therefrom (it being understood, however,
that the Trustee shall remain responsible for any Trust Property that it may
hold directly); the acts or omissions of the Depositor, the Servicer or any
Obligor; any action of the Servicer taken in the name of the Trustee; the
accuracy, content or completeness of any offering documents used in connection
with the sale of the Certificates or any action by the Trustee taken at the
instruction of the Servicer, the Depositor, the Certificate Insurer or the
Certificateholders holding the requisite percentage of Certificates; PROVIDED,
HOWEVER, that the foregoing shall not relieve the Trustee of its obligation to
perform its duties under this Agreement, whether as Trustee or as Backup
Servicer. The Trustee shall not be accountable for the use or application by the
Depositor of any of the Certificates or of the proceeds of such Certificates, or
for the use or application of any funds paid to the Servicer in respect of the
Receivables prior to the time such funds are deposited in the Collection
Account.

            Section 11.5 TRUSTEE MAY OWN CERTIFICATES. The Trustee in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights as it would have if it were not Trustee and may deal with
the Depositor and the Servicer in banking transactions with the same rights as
it would have if it were not Trustee.

            Section 11.6 TRUSTEE'S FEES AND EXPENSES; INDEMNIFICATION. The
Servicer in a separate agreement (the "FEE LETTER") has covenanted and agreed to
pay to the Trustee, and the Trustee shall be entitled to, certain annual fees
(the "ANNUAL TRUSTEE'S FEE") (which shall not be limited by any provision of law
in regard to the compensation of a trustee of an express trust) for


                                      -60-
<PAGE>


all services, including services as Backup Servicer, rendered by it in the
execution of the trusts created by this Agreement and in the exercise and
performance of any of the powers and duties under this Agreement of the Trustee.
To the extent not covered by ARTICLE IX, the Depositor and the Servicer shall
indemnify, defend, and hold harmless the Trustee and the Backup Servicer from
and against all costs, expenses (including legal fees and expenses), losses,
claims, damages and liabilities arising out of or incurred in connection with
the acceptance of the performance of the trusts and duties contained in this
Agreement, except to the extent that such cost, expense, loss, claim, damage or
liability is due to the bad faith or gross negligence (except for errors in
judgment) of the Trustee or the Backup Servicer, respectively. In addition, the
Servicer in SECTION 9.1 has agreed to indemnify the Trustee with respect to
certain matters, and the Certificateholders in their individual capacity under
SECTION 11.3(C) or (D) may agree to indemnify the Trustee under certain
circumstances. The provisions of this SECTION 11.6 shall (i) not be in
limitation of the Fee Letter entered into in connection with this Agreement
between the Servicer and the Trustee (ii) shall not terminate or be deemed
released upon the resignation or termination of [____________________] as the
Servicer, or the resignation or termination of the Trustee or the Backup
Servicer and (iii) shall survive any termination of this Agreement.

            Section 11.7 ELIGIBILITY REQUIREMENTS FOR TRUSTEE. The Trustee under
this Agreement shall at all times be a corporation duly organized and validly
existing under the laws of its jurisdiction of incorporation authorized under
such laws to exercise corporate trust powers, having a combined capital and
surplus of at least $50,000,000 and subject to supervision or examination by
federal or state authority (so long as an Insurer Default shall not have
occurred and be continuing) satisfactory to the Certificate Insurer, and (if
[___________] then has a rating outstanding on the Certificates) with a
long-term debt rating from [___________] of "Baa3" or higher or otherwise
acceptable to [___________]. If such corporation publishes reports of condition
at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purpose of this SECTION 11.7,
the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this SECTION 11.7, the Trustee shall resign
immediately in the manner and with the effect specified in SECTION 11.8.

            Section 11.8 RESIGNATION OR REMOVAL OF TRUSTEE. (a) Subject to the
provisions of SUBSECTION (C) of this Section, the Trustee may at any time
resign and be discharged from the trusts created by this Agreement by giving
written notice thereof to the Servicer. Upon receiving such notice of
resignation, the Servicer, with the consent of the Certificate Insurer (unless
an Insurer Default shall have occurred and be continuing), shall promptly
appoint a successor Trustee by written instrument, in duplicate, one copy of
which instrument shall be delivered to the resigning Trustee and one copy to the
successor Trustee. If no successor Trustee shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

            (b)   If at any time the Trustee shall cease to be eligible in
accordance with the provisions of Section and shall fail to resign after written
request therefor by the Servicer, or if at any time the Trustee shall be legally
unable to act, or shall be adjudged a bankrupt or insolvent or a receiver of the
Trustee or of its property shall be appointed or any public officer shall take


                                      -61-
<PAGE>


charge or control of the Trustee or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation, then the Servicer or (so long as
an Insurer Default shall not have occurred and be continuing) the Certificate
Insurer shall remove the Trustee. If the Trustee is removed under the authority
of the immediately preceding sentence, the Servicer or the Certificate Insurer,
as the case may be, shall promptly appoint a successor Trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee. The Servicer shall
also pay all amounts due and owing to the outgoing Trustee. Any successor
trustee shall (so long as an Insurer Default shall not have occurred and be
continuing) be acceptable to the Certificate Insurer.

            (c)   Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this SECTION 11.8 shall
not become effective until acceptance of appointment by the successor Trustee as
provided in SECTION 11.9.

            (d)   If the Trustee and the Backup Servicer shall be the same
Person and the rights and obligations of the Backup Servicer shall have been
terminated pursuant to SECTION 10.2, then the Certificate Insurer (or, if an
Insurer Default shall have occurred and be continuing, a Certificate Majority)
shall have the option, by 60 days' prior notice in writing to the Servicer and
the Trustee, to remove the Trustee, and the Certificate Insurer shall not have
any liability to the Trustee, the Depositor, the Servicer or any
Certificateholder in connection with such removal.

            Section 11.9 SUCCESSOR TRUSTEE. (a) Any successor Trustee appointed
as provided in SECTION 11.8 shall execute, acknowledge and deliver to the
Servicer and the Certificate Insurer, and to its predecessor Trustee an
instrument accepting such appointment under this Agreement, and thereupon the
resignation or removal of the predecessor Trustee shall become effective and
such successor trustee, without any further act, deed or conveyance (except as
provided below), shall become fully vested with all the rights, powers, duties
and obligations of its predecessor under this Agreement, with like effect as if
originally named as Trustee; but, on request of the Servicer and the Certificate
Insurer, or the successor trustee, such predecessor Trustee shall, upon payment
of its charges then unpaid, execute and deliver an instrument transferring to
such successor trustee all of the rights, powers and trusts of the Trustee so
ceasing to act, and shall duly assign, transfer and deliver to such successor
trustee all property and money held by such trustee so ceasing to act hereunder.
Upon request of any such successor trustee, the Depositor, on behalf of the
Trust, shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor trustee all such rights, powers and
trusts. The predecessor Trustee shall deliver to the successor Trustee all
documents and statements held by it under this Agreement or any Related
Document; and the predecessor Trustee and the other parties to the Related
Documents shall amend any Related Document to make the successor Trustee the
successor to the predecessor Trustee thereunder; and the Servicer and the
predecessor Trustee shall execute and deliver such instruments and do such other
things as may reasonably be required for fully and certainly vesting and
confirming in the successor Trustee all such rights, powers, duties and
obligations. No successor Trustee shall accept appointment as provided in this
SECTION 11.9 unless at the time of such acceptance such successor Trustee shall
be eligible under the provisions of SECTION 11.7. Upon acceptance of appointment
by a successor Trustee as provided in this SECTION 11.9, the Depositor shall
mail notice by first-class mail of the successor of such Trustee and the address
of the successor Trustee's corporate trust office under this


                                      -62-
<PAGE>


Agreement to each Rating Agency, the Certificate Insurer and all Certificat-
holders at their addresses as shown in the Certificate Register. If the
Depositor fails to mail such notice within 10 days after acceptance of
appointment by the successor Trustee, the successor Trustee shall cause such
notice to be mailed at the expense of the Depositor. The Trustee shall not be
liable for acts and omissions of any Successor Trustee.

            Section 11.10 MERGER OR CONSOLIDATION OF TRUSTEE. Any corporation
into which the Trustee may be merged or with which it may be consolidated, or
any corporation resulting from any merger or consolidation to which the Trustee
shall be a party, or any corporation succeeding to the business of the Trustee,
shall be the successor of the Trustee under this Agreement, provided such
corporation shall be eligible under the provisions of SECTION 11.7, without the
execution or filing of any instrument or any further act on the part of any of
the parties to this Agreement, anything in this Agreement to the contrary
notwithstanding. The Trustee or its successor hereunder shall provide the
Servicer and the Certificate Insurer with prompt notice of any such transaction.

            Section 11.11 APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE. (a)
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Property or any Financed Vehicle may at the time be located, the
Trustee, with the consent of the Servicer and (so long as an Insurer Default
shall not have occurred and be continuing) the Certificate Insurer, shall have
the power and may execute and deliver all instruments to appoint one or more
Persons approved by the Trustee to act as co-trustee or co-trustees, jointly
with the Trustee, or separate trustee or separate trustees, of all or any part
of the Trust Property, and to vest in such Person or Persons, in such capacity
and for the benefit of the Certificateholders, such title to the Trust Property,
or any part thereof, and, subject to the other provisions of this SECTION 11.11,
such powers, duties, obligations, rights and trusts as the Servicer, the Trustee
and (so long as an Insurer Default shall not have occurred and be continuing)
the Certificate Insurer may consider necessary or desirable. If the Servicer
shall not have responded to such appointment within 15 days after the receipt by
it of a request to do so, or if a Servicer Termination Event shall have occurred
and be continuing, the consent of the Servicer shall not be required. No
co-Trustee or separate Trustee under this Agreement shall be required to meet
the terms of eligibility as a successor trustee under SECTION 11.7 and no notice
to Certificateholders of the appointment of any co-trustee or separate trustee
shall be required under SECTION 11.9. Every separate trustee and co-trustee
shall, to the extent permitted by law, be appointed and act subject to the
following provisions and conditions:

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


                                      -63-
<PAGE>


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

               (iii)  The Servicer, the Trustee and provided no Insurer Default
      shall have occurred and be continuing, the Certificate Insurer acting
      jointly may at any time accept the resignation of or remove any separate
      trustee or co-trustee.

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

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

            Section 11.12 REPRESENTATIONS AND WARRANTIES OF TRUSTEE AND BACKUP
SERVICER. Each of the Trustee and Backup Servicer represents and warrants as of
the date of this Agreement that:

            (a)   It is a  banking  corporation  duly  organized  and  validly
existing under the laws of the state of its incorporation;

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

            (c)   The  execution,  delivery  and  performance  by it  of  this
Agreement do not violate any  provision of its  corporate  charter or by-laws;
and

            (d)   This Agreement has been duly executed and delivered by it and
constitutes the legal, valid and binding agreement of it, enforceable in
accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights generally and by equitable limitations on the
availability of specific remedies, regardless of whether such enforceability is
considered in a proceeding in equity or at law.

            Section 11.13 TAX RETURNS. In the event the Trust shall be required
to file tax returns, the Servicer shall prepare or shall cause to be prepared
any tax returns required to be


                                      -64-
<PAGE>


filed by the Trust and shall remit such returns to the Trustee for signature on
behalf of the Trust at least ten Business Days before such returns are due to be
filed by the Servicer. The Trustee, upon request, shall furnish the Servicer
with all such information known to the Trustee as may be reasonably required in
connection with the preparation of all tax returns of the Trust.

            Section 11.14 TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
CERTIFICATES. All rights of action and claims under this Agreement or the
Certificates may be prosecuted and enforced by the Trustee without the
possession of any of the Certificates or the production thereof in any
proceeding relating thereto, and any such proceeding instituted by the Trustee
shall be brought in its own name as trustee. Any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Certificateholders in respect of which such judgment has
been obtained.

            Section 11.15 SUIT FOR ENFORCEMENT. If a Servicer Termination Event
shall occur and be continuing, the Trustee, in its discretion may (but shall
have no duty or obligation so to proceed), subject to the provisions of SECTION
11.1, proceed to protect and enforce its rights and the rights of the
Certificateholders under this Agreement by a suit, action or proceeding in
equity or at law or otherwise, whether for the specific performance of any
covenant or agreement contained in this Agreement or in aid of the execution of
any power granted in this Agreement or for the enforcement of any other legal,
equitable or other remedy as the Trustee, being advised by counsel, shall deem
most effectual to protect and enforce any of the rights of the Trustee or the
Certificateholders.

            Section 11.16 RIGHTS TO DIRECT TRUSTEE. Subject to SECTION 11.3(C),
the Certificate Insurer (or, if an Insurer Default shall have occurred and be
continuing, a Certificate Majority) shall have the right to direct in writing
the time, method and place of conducting any proceeding for any remedy available
to the Trustee, or exercising any trust or power conferred on the Trustee;
PROVIDED, HOWEVER, that subject to SECTION 11.1, the Trustee shall have the
right to decline to follow any such direction if the Trustee being advised by
counsel determines that the action so directed may not lawfully be taken, or if
the Trustee in good faith shall, by a Responsible Officer, determine that the
proceedings so directed would be in violation of this Agreement or any of the
Related Documents or would subject it to personal liability against which it has
not been provided indemnity reasonably satisfactory to it or (in the case of
directions provided by a Certificate Majority) be unduly prejudicial to the
rights of Certificateholders not parties to such direction; and PROVIDED FURTHER
that nothing in this Agreement shall impair the right of the Trustee to take any
action deemed proper by the Trustee and which is not inconsistent with such
direction by the Certificate Insurer or the Certificateholders.

                                   ARTICLE XII

                                   TERMINATION

            Section 12.1 TERMINATION OF THE TRUST. (a) The respective
obligations and responsibilities of the Depositor, the Servicer, the Certificate
Insurer and the Trustee created by this Agreement and the Trust created by this
Agreement shall terminate upon the latest of (i) the


                                      -65-
<PAGE>


maturity or other liquidation of the last Receivable (including the purchase as
of any Record Date by the Depositor or the Servicer at its option of the corpus
of the Trust as described in SECTION 12.2) and the subsequent distribution to
Certificateholders pursuant to SECTION 5.5 of the amount required to be
deposited pursuant to SECTION 12.2 or (ii) the payment to Certificateholders of
all amounts required to be paid to them pursuant to this Agreement and the
payment to the Certificate Insurer of all amounts payable or reimbursable to it
pursuant to this Agreement and the Insurance Agreement. In either case, there
shall be delivered to the Trustee and the Certificate Insurer an Opinion of
Counsel that all applicable preference periods under federal, state and local
bankruptcy insolvency and similar laws have expired with respect to the payments
pursuant to clause (ii); PROVIDED, HOWEVER, that in no event shall the Trust
created by this Agreement continue beyond the expiration of 21 years from the
death of the last survivor of the descendants living on the date of this
Agreement of Rose Kennedy of the Commonwealth of Massachusetts; and PROVIDED,
FURTHER, that the rights to indemnification under SECTIONS 9.1 and 11.6 shall
survive the termination of the Trust. The Servicer shall promptly notify the
Trustee and the Certificate Insurer of any prospective termination pursuant to
this SECTION 12.1.

            (b)   Notice of any final distribution, specifying the Distribution
Date upon which the Certificateholders may surrender their Certificates to the
Trustee for payment of the final distribution and retirement of the
Certificates, shall be given promptly by the Trustee by letter to
Certificateholders mailed not earlier than the 1st day and not later than the
seventeenth day of the month of such final distribution specifying (i) the
Distribution Date upon which final payment of the Certificates shall be made
upon presentation and surrender of Certificates at the office of the Trustee
therein specified, (ii) the amount of any such final payment, and (iii) that the
Record Date otherwise applicable to such Distribution Date is not applicable,
payments being made only upon presentation and surrender of the Certificates at
the office of the Trustee therein specified. The Trustee shall give such notice
to the Certificate Registrar at the time such notice is given to
Certificateholders. In the event such notice is given, the Servicer or the
Trustee, as the case may be, shall make deposits into the Collection Account in
accordance with SECTION 5.4, or, in the case of an optional purchase of
Receivables pursuant to SECTION 12.2, shall deposit the amount specified in
SECTION 12.2. Upon presentation and surrender of the Certificates, the Trustee
shall cause to be distributed to Certificateholders amounts distributable on
such Distribution Date pursuant to SECTION 5.5.

            (c)   In the event that all of the Certificateholders shall not
surrender their Certificates for retirement within six months after the date
specified in the above-mentioned written notice, the Trustee shall have a second
written notice to the remaining Certificateholders to surrender their
Certificates for retirement and receive the final distribution with respect
thereto. If within one year after the second notice all the Certificates shall
not have been surrendered for retirement, the Trustee may take appropriate
steps, or may appoint an agent to take appropriate steps, to contact the
remaining Certificateholders concerning surrender of their Certificates, and the
cost thereof shall be paid out of the funds and other assets that remain subject
to this Agreement. As soon as practicable after the termination of the Trust,
the Trustee shall surrender the Policy to the Certificate Insurer for
cancellation.

            Section 12.2 OPTIONAL PURCHASE OF ALL RECEIVABLES. On each
Determination Date as of which the Aggregate Principal Balance is less than
[_____]% of the Original Aggregate Principal Balance, the Servicer shall have
the option to purchase the corpus of the


                                      -66-
<PAGE>


Trust (with the consent of the Certificate Insurer, if such purchase would
result in a claim on the Policy or would result in any amount owing to the
Certificate Insurer remaining unpaid). To exercise such option, the Servicer
shall pay the aggregate Purchase Amounts for the Receivables, plus the appraised
value of any other property (including the right to receive any future
recoveries) held as part of the Trust, such appraisal to be conducted by an
appraiser mutually agreed upon by the Servicer and the Certificate Insurer (or
the Trustee, if an Insurer Default shall have occurred and be continuing), and
such appraisal to be conducted only in the event that the Class A
Certificateholders have not been paid in full. The Servicer shall succeed to all
interests in and to the Trust Property. The fees and expenses related to such
appraisal shall be paid by the party exercising the option to purchase.

                                  ARTICLE XIII

                            MISCELLANEOUS PROVISIONS

            Section 13.1 AMENDMENT. (a) This Agreement may be amended by the
Depositor, the Servicer, the Trustee and the Backup Servicer with the prior
written consent of the Certificate Insurer (so long as an Insurer Default shall
not have occurred and be continuing) but without the consent of any of the
Certificateholders, (i) to cure any ambiguity, or (ii) to correct or supplement
any provisions in this Agreement; PROVIDED, HOWEVER, that such action shall not,
as evidenced by an Opinion of Counsel, adversely affect in any material respect
the interests of the Certificateholders, PROVIDED, FURTHER, that if an Insurer
Default has occurred and is continuing, such action shall not amend, modify or
limit the Certificate Insurer's rights under (i) SECTION 5.5(B), (II) any rights
to indemnification to which the Certificate Insurer is entitled hereunder or
(iii) any defined terms used in preceding clauses (i) or (ii).

            (b)   This Agreement may also be amended from time to time by the
Depositor, the Servicer, the Trustee and the Backup Servicer with the prior
written consent of the Certificate Insurer (so long as an Insurer Default shall
not have occurred and be continuing) and with the consent of a Certificate
Majority (which consent of any Certificateholder given pursuant to this SECTION
13.1(B) or pursuant to any other provision of this Agreement shall be conclusive
and binding on such Holder and on all future Holders of such Certificate and of
any Certificate issued upon the transfer thereof or in exchange thereof or in
lieu thereof whether or not notation of such consent is made upon the
Certificate) 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 Certificateholders; PROVIDED, HOWEVER, that no
such amendment shall (a) increase or reduce in any manner the amount of, or
accelerate or delay the timing of, collections of payments on Receivables or
distributions that shall be required to be made on any Certificate or the Class
A Pass-Through Rate or the Class B Pass-Through Rate or (b) reduce the aforesaid
percentage required to consent to any such amendment or any waiver hereunder,
without the consent of all the Certificateholders then outstanding, PROVIDED,
FURTHER, that if an Insurer Default has occurred and is continuing, such action
shall not amend, modify or limit the Certificate Insurer's rights under (i)
SECTION 5.5(B), (II) any rights to indemnification to which the Certificate
Insurer is entitled hereunder or (iii) any defined terms used in preceding
clauses (i) or (ii).


                                      -67-
<PAGE>


            (c)   Prior to the execution of any such amendment or consent, the
Trustee shall furnish written notification of the substance of such amendment or
consent to each Rating Agency.

            (d)   Promptly after the execution of any such amendment or consent,
the Trustee shall furnish written notification of the substance of such
amendment or consent to each Certificateholder.

            (e)   It shall not be necessary for the consent of Certificate-
holders pursuant to SECTION 13.1(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 any
other consents of Certificateholders provided for in this Agreement) and of
evidencing the authorization of the execution thereof by Certificateholders
shall be subject to such reasonable requirements as the Trustee may prescribe,
including the establishment of record dates.

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

            Section 13.2 PROTECTION OF TITLE TO TRUST. (a) The Depositor or the
Servicer or both shall execute and file such financing statements and cause to
be executed and filed such continuation and other 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 Trust, the Trustee and the Certificate Insurer under
this Agreement in the Trust Property and in the proceeds thereof. The Depositor
or the Servicer or both shall deliver (or cause to be delivered) to the Trustee
and the Certificate Insurer file-stamped copies of, or filing receipts for, any
document filed as provided above, as soon as available following such filing.

            (b)   Neither 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 by the Depositor in
accordance with paragraph (a) above seriously misleading within the meaning of
Section 9-402(7) of the UCC, unless it shall have given the Trustee and the
Certificate Insurer (so long as an Insurer Default shall not have occurred and
be continuing) at least 60 days prior written notice thereof, and shall promptly
file appropriate amendments to all previously filed financing statements and
continuation statements.

            (c)   Each of the Depositor and the Servicer shall give the Trustee
and the Backup Servicer and the Certificate Insurer at least 60 days prior
written notice of any relocation of its principal executive office if, as a
result of such relocation, the applicable provisions of the UCC would require
the filing of any amendment of any previously filed financing or continuation
statement or of any new financing statement. The Servicer shall at all times
maintain each office from which it services Receivables and its principal
executive office within the United States of America.


                                      -68-
<PAGE>


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

            (e)   The Servicer shall maintain its computer systems (and shall
require the Sub-Servicers to maintain their computer systems) so that, from and
after the time of sale under this Agreement of the Receivables to the Trustee,
the Servicer's master computer records (including any Backup archives) that
refer to any Receivable indicate clearly (with reference to the particular
grantor trust) that the Receivable is owned by the Trust. Indication of the
Trust's ownership of a Receivable shall be deleted from or modified on the
Servicer's computer systems when, and only when, the Receivable has been paid in
full or repurchased by the Seller, the Originators or the Servicer.

            (f)   If at any time the Depositor or the Servicer proposes to sell,
grant a security interest in, or otherwise transfer any interest in automotive
receivables to any prospective purchaser, lender or other transferee, the
Servicer shall give to such prospective purchaser, lender or other transferee
computer tapes, records or printouts (including any restored from backup
archives) that, if they refer in any manner whatsoever to any Receivable,
indicate clearly that such Receivable has been sold and is owned by the Trust
unless such Receivable has been paid in full or repurchased by the Seller, the
Originators or the Servicer.

            (g)   The Servicer shall permit the Trustee, the Backup Servicer,
the Certificate Insurer, the Depositor and their respective agents, at any time
to inspect, audit and make copies of and abstracts from the Servicer's records
regarding any Receivables or any other portion of the Trust Property.

            (h)   The Servicer shall furnish to the Trustee, the Backup
Servicer, the Depositor and the Certificate Insurer at any time upon request a
list of all Receivables then held as part of the Trust, together with a
reconciliation of such list to the Schedule of Receivables and to each of the
Servicer's Certificates furnished before such request indicating removal of
Receivables from the Trust. The Trustee shall hold any such list and Schedule of
Receivables for examination by interested parties during normal business hours
at the Corporate Trust Office upon reasonable notice by such Persons of their
desire to conduct an examination.

            (i)   The Depositor and the Servicer shall deliver to the Trustee
and the Certificate Insurer simultaneously with the execution and delivery of
this Agreement and of each amendment thereto and upon the occurrence of the
events giving rise to an obligation to give notice pursuant to SECTION 13.2(b)
or (C), an Opinion of Counsel (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
Trustee in the Receivables and the other Trust Property, and reciting the
details of such filing or referring to prior Opinions of Counsel in which such
details are given, (b) stating that, in the opinion of such counsel, no such
action is necessary to preserve and protect such interest, or (c) stating in the
opinion of such


                                      -69-
<PAGE>


counsel, any action which is necessary to preserve and protect such interest
during the following 12- month period.

            (j)   The Servicer shall deliver to the Trustee and the Certificate
Insurer, within 90 days after the beginning of each calendar year beginning with
the first calendar year beginning more than three months after the Closing Date,
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
Trustee in the Receivables, and reciting the details of such filings or
referring to prior Opinions of Counsel in which such details are given, or (b)
stating that, in the opinion of such counsel, no action shall be necessary to
preserve and protect such interest.

            Section 13.3 LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS. (a) The
death or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a partition or winding up of the Trust,
nor otherwise affect the rights, obligations and liabilities of the parties to
this Agreement or any of them.

            (b)   No Certificateholder shall have any right to vote (except as
provided in this SECTION 13.3 or SECTIONS 10.2, 10.5 or 13.1) or in any manner
otherwise control the operation and management of the Trust, or the obligations
of the parties to this Agreement, nor shall anything set forth in this
Agreement, or contained in the terms of the Certificates, be construed so as to
constitute the Certificateholders from time to time as partners or members of an
association; nor shall any Certificateholder be under any liability to any third
person by reason of any action taken by the parties to this Agreement pursuant
to any provision of this Agreement or any Related Document.

            (c)   So long as no Insurer Default has occurred and is continuing,
except as otherwise specifically provided herein, whenever Class A
Certificateholder action, consent or approval is required under this Agreement,
such action, consent or approval shall be deemed to have been taken or given on
behalf of, and shall be binding upon, all Class A Certificateholders if the
Certificate Insurer agrees to take such action or give such consent or approval.
If an Insurer Default shall have occurred and is continuing, no
Certificateholder shall have any right by virtue or by availing itself of any
provisions of this Agreement to institute any suit, action, or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of default
and of the continuance thereof, as provided in this Agreement and unless also
the Certificateholders evidencing not less than 25% of the sum of the Class A
Certificate Balance and the Class B Certificate Balance, or, if there are no
Class A Certificates then outstanding, by Holders of Class B Certificates
evidencing not less than 25% of the Class B Certificate Balance shall have made
written request upon the Trustee to institute such action, suit or proceeding in
its own name as Trustee under this Agreement and shall have offered to the
Trustee such indemnity reasonably satisfactory to it as it may require against
the costs, expenses and liabilities to be incurred therein or thereby, and the
Trustee, for 30 days after its receipt of such notice, request, and offer of
indemnity, shall have neglected or refused to institute any such action, suit,
or proceeding and during such 30-day period, no request or waiver inconsistent
with such written request has been


                                      -70-
<PAGE>


given to the Trustee pursuant to and in compliance with this SECTION 13.3 or
SECTION 10.5; it being understood and intended, and being expressly covenanted
by each Certificateholder with every other Certificateholder and the Trustee,
that no one or more Certificateholders shall have any right in any manner
whatever by virtue or by availing itself or themselves of any provisions of this
Agreement to affect, disturb, or prejudice the rights of the Holders of any
other of the Certificates, or to obtain or seek to obtain priority over or
preference to any other such Holder, or to enforce any right under this
Agreement, except in the manner provided in this Agreement and for the equal,
ratable, and common benefit of all Certificateholders. For the protection and
enforcement of the provisions of this SECTION 13.3, each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity. Nothing in this Agreement shall be construed
as giving the Certificateholders any right to make a claim under the Policy.

            Section 13.4 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York without regard to
the principles of conflicts of laws thereof and the obligations, rights and
remedies of the parties under this Agreement shall be determined in accordance
with such laws.

            Section 13.5 SEVERABILITY OF PROVISIONS. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the Holders thereof.

            Section 13.6 ASSIGNMENT. Notwithstanding anything to the contrary
contained in this Agreement, except as provided in SECTION 8.2 or SECTION 9.2
and as provided in the provisions of the Agreement concerning the resignation of
the Servicer and the Backup Servicer, this Agreement may not be assigned by the
Depositor or the Servicer without the prior written consent of the Trustee and
the Certificate Insurer (or, if an Insurer Default shall have occurred and be
continuing the Trustee and a Certificate Majority).

            Section 13.7 CERTIFICATES NONASSESSABLE AND FULLY PAID.
Certificateholders shall not be personally liable for obligations of the Trust,
the Fractional Undivided Interests represented by the Certificates shall be
nonassessable for any losses or expenses of the Trust or for any reason
whatsoever, and Certificates upon authentication thereof by the Trustee pursuant
to SECTION 7.2 are and shall be deemed fully paid.

            Section 13.8 THIRD-PARTY BENEFICIARIES. This Agreement shall inure
to the benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns. Except as otherwise provided in this ARTICLE
XIII, no other Person shall have any right or obligation hereunder. The
Certificate Insurer and its successors and assigns shall be a third-party
beneficiary to the provisions of this Agreement, and shall be entitled to rely
upon and directly enforce such provisions of this Agreement so long as no
Insurer Default shall have occurred and be continuing. Except as expressly
stated otherwise herein or in the Related Documents, any right of the
Certificate Insurer to direct, appoint, consent to, approve of, or take any
action under this Agreement, shall be a right exercised by the Certificate
Insurer in its sole


                                      -71-
<PAGE>


and absolute discretion. The Certificate Insurer may disclaim any of its rights
and powers under this Agreement (but not its duties and obligations under the
Policy) upon delivery of a written notice to the Trustee.

            Section 13.9 FINANCIAL SECURITY AS CONTROLLING PARTY. Each
Certificateholder by purchase of the Certificates held by it acknowledges that
the Trustee on behalf of the Trust, as partial consideration of the issuance of
the Policy, has agreed that the Certificate Insurer shall have certain rights
hereunder for so long as no Insurer Default shall have occurred and be
continuing. So long as an Insurer Default has occurred and is continuing, any
provision giving the Certificate Insurer the right to direct, appoint or consent
to, approve of, or take any action under this Agreement shall be inoperative
during the period of such Insurer Default and such right shall instead vest in
the Trustee acting at the direction of the Certificateholders. The Certificate
Insurer may disclaim any of its rights and powers under this Agreement (but not
its duties and obligations under the Policy) upon delivery of a written notice
to the Trustee. The Certificate Insurer may give or withhold any consent
hereunder in its sole and absolute discretion.

            Section 13.10 COUNTERPARTS. This Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and all of which counterparts shall constitute but
one and the same instrument.

            Section 13.11     NOTICES.  All demands, notices and communications
under this Agreement shall be in writing, personally delivered or mailed and
shall be deemed to have been duly given upon receipt:

            (a)   in the case of the Servicer, at the following address:
[____________________], [Address];

            (b)   in the case of the Trustee, and, for so long as the Trustee is
the Backup Servicer, the Trustee, at its Corporate Trust Office:
[_____________________], [Address];

            (c)   in the case of each Rating Agency: [____________________],
[Address] and [____________________], [Address];

            (d)   in the case of the Certificate Insurer: [________________],
[Address], Attention: Surveillance Department, Re: [__________________] Trust
200[_]-[_];

or at such other address as shall be designated by any such party in a written
notice to the other parties. Any notice required or permitted to be mailed to a
Certificateholder shall be given by first class mail, postage prepaid, at the
address of such Holder as shown in the Certificate Register, and any notice so
mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives
such notice.

            Section 13.12 SUCCESSORS AND ASSIGNS. This Agreement shall be
binding upon the parties hereof and their respective successors and assigns, and
shall inure to the benefit of and be enforceable by the parties hereof and their
respective successors and assigns permitted hereunder. All covenants and
agreements contained herein shall be binding upon, and inure to


                                      -72-
<PAGE>


the benefit of, the Trustee and the Certificateholders and their respective
permitted successors and assigns, if any. Any request, notice, direction,
consent, waiver or other instrument or action by any Certificateholder shall
bind its successors and assigns.



                                      -73-
<PAGE>






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

                                       PAINEWEBBER ASSET
                                          ACCEPTANCE CORPORATION,
                                          as Depositor

                                       By:____________________________________
                                          Name:
                                          Title:


                                       [____________________],
                                          as Servicer

                                       By:____________________________________
                                          Name:
                                          Title:


                                       [____________________],
                                          as Trustee and as Backup Servicer


                                       By:____________________________________
                                          Name:
                                          Title:




<PAGE>




                                   SCHEDULE A

                           SCHEDULE OF RECEIVABLES
            [See Exhibit A to the Unaffiliated Seller's Agreement]


                                    Sch. A-1

<PAGE>




                                                                       EXHIBIT A

                        [FORM OF CLASS A CERTIFICATE]

                    [__________________] TRUST 200[_]-[_]
            [_____]% [_______________] BACKED CERTIFICATE, CLASS A

            Unless this Certificate is presented by an authorized representative
of the Depository Trust Company ("DTC") to Issuer ("[__________________] TRUST
200[_]-[_]") or its agent for registration of transfer, exchange, or payment,
and any certificate issued is registered in the name of Cede & Co. or such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

            This Certificate evidences a fractional undivided interest in the
Class A Percentage Interest of the Trust, as defined below, the property of
which includes a pool of installment sale contracts secured by new and used
automobiles and light trucks and sold to the Trust by [_____________________]
("[______]"). This Certificate does not represent any interest in or obligation
of [______], [____________________] or any of their respective affiliates
thereof. Neither the Class A Certificates nor the Receivables are insured by any
governmental agency.

No. A-1                                                  CUSIP: [____________]
$[_____________]
Certificate Principal Balance                     Percentage Interest:  [100%]

            THIS CERTIFIES THAT CEDE & CO. is the registered owner of a
$[__________] nonassessable, fully-paid, 100% Class A Percentage Interest in the
Class A Certificates issued by [__________________] Trust 200[_]-[_] (the
"TRUST") formed by [______]. The Trust hereby agrees to pay to such registered
holder its pro rata share (based on the aggregate Class A Percentage Interest
held by such registered Holder) of the amounts which all Holders of the Class A
Certificates are entitled to receive, as hereinafter set forth in this Class A
Certificate and as more fully set forth in the Agreement (defined below), at all
times from the sources and on the terms and conditions hereinafter set forth and
as more fully set forth in the Agreement.

            The Trust was created pursuant to the Pooling and Servicing
Agreement (the "AGREEMENT"), dated as of [_____], 200[_], by and among [______],
[____________________], as servicer, and [_____________________], as trustee of
the Trust (the "TRUSTEE"), a summary of certain of the pertinent provisions of
which is set forth below. To the extent not otherwise defined herein, the
capitalized terms used herein have the meanings assigned to them in the
Agreement.

            The property of the Trust includes (as more fully described in the
Agreement) a pool of installment sale contracts for new and used automobiles and
light duty trucks (the


                                      A-1
<PAGE>


"RECEIVABLES"), certain monies due thereunder on or after [_______][_], 200[_]
an assignment of security interests in the vehicles financed thereby, certain
bank accounts and the proceeds thereof, property securing the Receivables and
held by the Trustee, proceeds from claims on physical damage, credit life and
credit disability insurance policies covering vehicles financed thereby and the
obligors thereunder, certain rights against Dealers and in contracts with
Dealers, all right, title and interest of the Depositor in and to the
Unaffiliated Seller's Agreement and all right, title and interest of the Seller
in and to the Purchase Agreement and Assignment and any and all proceeds of the
foregoing.

            This Certificate is one of the duly authorized Certificates
designated as [__________________] Trust 200[_]-[_], [_____]% [_______________]
Backed Certificates, Class A (the "CLASS A CERTIFICATES") issued under the
Agreement. Also issued under the Agreement are the Class B Certificate and the
Class C Certificate. The aggregate undivided interest in the Trust evidenced by
all Class A Certificates is [_____]%. This Class A Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Class A Certificate, by virtue of the
acceptance hereof, assents and by which such Holder is bound.

            With respect to the Class A Certificates registered in the name of
Cede & Co., as nominee of the Depository, the Depositor, the Seller, the
Originators, the Servicer and the Trustee shall have no responsibility or
obligation to Participants or beneficial owners for which the Depository holds
Class A Certificates from time to time as a Depository. Without limiting the
immediately preceding sentence, the Depositor, the Seller, the Originators, the
Servicer and the Trustee shall have no responsibility or obligation with respect
to (i) the accuracy of the records of the Depository, Cede & Co., or any
Participant with respect to the ownership interest in any Class A Certificate,
(ii) the delivery to any Participant or any other Person, other than a
Certificateholder, of any notice with respect to the Class A Certificates or
(iii) the payment to any Participant or any other Person, other than a
Certificateholder, of any amount with respect to any distribution of principal
or interest on the Class A Certificates. No Person other than a
Certificateholder shall receive a Certificate evidencing such Class A
Certificate.

            IN WITNESS WHEREOF, the Trust has caused this Class A Certificate to
be duly executed.

                                       [__________________] TRUST 200[_]-[_]



                                       By: ___________________________________
                                           [_____________________], not in
                                             its individual capacity, but
                                             solely as Trustee

Date:  [__________][_], 200[_]




                                      A-2
<PAGE>




                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class A Certificates of the Series designated
herein, issued under the within-mentioned Pooling and Servicing Agreement.

                                       [_____________________], not in its
                                          individual capacity but solely as
                                          Trustee

                                       By:____________________________________

            This Class A Certificate does not purport to summarize the Agreement
and reference is made to the Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds and duties evidenced hereby
and the rights, duties and immunities of the Trustee. Copies of the Agreement
and all amendments thereto will be provided to any Class A Certificateholder, at
its expense, upon a written request to the Trustee: [_____________________],
[Address], Attention: [________________].

            There will be distributed on the [___] day of each month or, if such
[___] day is not a Business Day, the next succeeding Business Day (the
"DISTRIBUTION DATE"), commencing on [_______][_], 200[_], to the person in whose
name this Class A Certificate is registered at the close of business on the last
day of the prior calendar month (the "RECORD DATE"), to the extent available
from the Amount Available, such Class A Certificateholder's fractional undivided
interest in the sum of the Class A Interest Distributable Amount for such
Distribution Date, any outstanding Class A Interest Carryover Shortfall for such
Distribution Date, the Class A Principal Distributable Amount for such
Distribution Date and any Class A Principal Carryover Shortfall for such
Distribution Date.

            Distributions on this Class A Certificate will be made by the
Trustee by check mailed, or upon request of the Holder hereof to
Certificateholders holding certificates representing at least $[________] in
Class A Certificate Balance, by wire transfer of immediately available funds, to
the Person entitled thereto, as specified by such Person in accordance with the
terms of the Agreement or by such other means as the Person entitled thereto and
the Trustee shall agree, without the presentation or surrender of this Class A
Certificate, other than with respect to the final payment of the Class A
Certificateholder, or the making of any notation hereon.

            The Class A Certificates do not represent an obligation of, or an
interest in, the Trustee or any Affiliate thereof. The Class A Certificates are
limited in right of payment to certain collections and recoveries respecting the
Receivables, all as more specifically set forth above in the Agreement. The
right to receive payments with respect to the Class B Certificate and the Class
C Certificate is subordinate to the prior payment in full of all amounts of
principal and interest due and payable on the Class A Certificates on each
Distribution Date.


                                      A-3
<PAGE>


            As provided in the Agreement, so long as no Insurer Default has
occurred and is continuing, with certain exceptions whenever Class A
Certificateholder action, consent or approval is required under the Agreement,
such action, consent or approval shall be deemed to have been taken or given on
behalf of, and shall be binding upon, all Class A Certificateholders if the
Certificate Insurer agrees to take such action or give such consent or approval.
If an Insurer Default shall have occurred and is continuing, no
Certificateholder shall have any right by virtue or by availing itself of any
provisions of the Agreement to institute any suit, action, or proceeding in
equity or at law upon or under or with respect to the Agreement, unless such
Holder previously shall have given to the Trustee a written notice of default
and of the continuance thereof, as provided in the Agreement and unless also the
Certificateholders evidencing not less than 25% of the sum of the Class A
Certificate Balance and the Class B Certificate Balance, or, if there are no
Class A Certificates then outstanding, by the Holder of Class B Certificate
evidencing not less than 25% of the Class B Certificate Balance shall have made
written request upon the Trustee to institute such action, suit or proceeding in
its own name as Trustee under the Agreement.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of [______]
and the Servicer and the rights of the Holders of the Certificates under the
Agreement at any time by the Servicer, [______] and the Trustee with the consent
of the Certificate Insurer and the Holders of Certificates, voting together as a
Class, evidencing not less than a Certificate Majority. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

            The Class A Certificates are issuable only as registered Class A
Certificates without coupons in minimum denominations of $1,000,000 and integral
multiples of $1,000 in excess thereof; however, one Certificate may be issued in
a denomination representing or including any remaining portion of the initial
Class A Certificate Balance. As provided in the Agreement and subject to certain
limitations therein set forth, Class A Certificates are exchangeable for new
Class A Certificates of authorized denominations evidencing the same aggregate
Class A Percentage Interest, as requested by the Class A Certificateholder
surrendering the same. No service charge will be made for any such registration
of transfer or exchange, but the Trustee may require payment of a sum sufficient
to cover any tax or governmental charge or expenses payable in connection
therewith.

            Each Certificateholder by purchase of the Certificates held by it
acknowledges that the Trustee, as partial consideration of the issuance of the
Policy, has agreed that the Certificate Insurer shall have certain rights
hereunder for so long as no Insurer Default shall have occurred and be
continuing. So long as an Insurer Default has occurred and is continuing, any
provision giving the Certificate Insurer the right to direct, appoint or consent
to, approve of, or take any action under this Agreement shall be inoperative
during the period of such Insurer Default and such right shall instead vest in
the Trustee acting at the direction of the Certificateholders. The Certificate
Insurer may disclaim any of its rights and powers under this Agreement (but not
its duties and obligations under the Policy) upon delivery of a written notice


                                      A-4
<PAGE>


to the Trustee. The Certificate Insurer may give or withhold any consent
hereunder in its sole and absolute discretion.

            The obligations and responsibilities created by the Agreement and
the Trust created thereby shall terminate upon the payment to Certificateholders
of all amounts required to be paid to them pursuant to the Agreement and the
disposition of all property held as part of the Trust. The Servicer of the
Receivables may at its option (subject to the consent of the Certificate
Insurer, as described in the Agreement), purchase the corpus of the Trust at a
price specified in the Agreement, and such purchase of the Receivables and other
property of the Trust will effect early retirement of the Certificates; however,
such right of purchase is exercisable only on any Determination Date as of which
the Aggregate Principal Balance is less than [_____]% of the Original Aggregate
Principal Balance. In the event of such removal, the entire outstanding Class A
Certificate Balance and the Class B Certificate Balance, together with accrued
interest thereon at the Class A Percentage or Class B Percentage, as applicable,
will be required to be paid to the Class A Certificateholders and the Class B
Certificateholder on such Distribution Date.

            The Trustee and any agent of the Trustee may treat the person in
whose name this Class A Certificate is registered as the owner hereof for all
purposes, and neither the Trustee or any agent shall be affected by any notice
to the contrary.



                                      A-5
<PAGE>




                                                                       EXHIBIT B

                        [FORM OF CLASS B CERTIFICATE]

            THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF CERTAIN PAYMENTS TO THE
CLASS A CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
DISTRIBUTIONS HEREON ARE SUBJECT TO THE PRIOR RIGHT OF THE CLASS A
CERTIFICATEHOLDERS TO RECEIVE AMOUNTS ON DEPOSIT IN THE SPREAD ACCOUNT.

            THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE IN
RELIANCE UPON EXEMPTIONS PROVIDED BY THE SECURITIES ACT AND SUCH STATE
SECURITIES LAWS. NO RESALE OR OTHER TRANSFER OF THIS CERTIFICATE MAY BE MADE
UNLESS SUCH RESALE OR TRANSFER (A) IS MADE IN ACCORDANCE WITH SECTION 7.1 OF THE
POOLING AND SERVICING AGREEMENT AND (B) IS MADE (i) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (ii) IN A TRANSACTION EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS, (iii) TO THE SELLER OR (iv) TO A PERSON WHO THE TRANSFEROR
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT THAT IS AWARE THAT THE RESALE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A AND (C) UPON THE SATISFACTION OF
CERTAIN OTHER REQUIREMENTS SPECIFIED IN THE AGREEMENT. NEITHER [______], THE
SELLER, THE SERVICER, THE TRUST NOR THE TRUSTEE IS OBLIGATED TO REGISTER THE
CERTIFICATES UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS.

            NO RESALE OR OTHER TRANSFER OF THIS CERTIFICATE MAY BE MADE UNLESS
THE PROPOSED TRANSFEREE OF THIS CERTIFICATE HAS DELIVERED AN AFFIDAVIT (OR AN
OPINION OF COUNSEL) TO THE EFFECT THAT SUCH A TRANSFER MAY BE MADE PURSUANT TO
AN EXEMPTION FROM THE SECURITIES ACT, INCLUDING RULE 144A THEREUNDER, AND
APPLICABLE STATE SECURITIES LAWS AND (A) SUCH TRANSFEREE WILL NOT ACQUIRE THIS
CERTIFICATE WITH THE ASSETS OF ANY "EMPLOYEE BENEFIT PLAN" AS DEFINED IN SECTION
3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE "CODE"), (B) NO "PROHIBITED TRANSACTION" UNDER ERISA OR THE CODE WILL OCCUR
IN CONNECTION WITH SUCH TRANSFEREE'S ACQUISITION OF THIS CERTIFICATE OR (C) THE
ACQUISITION OF THIS CERTIFICATE IS SUBJECT TO A STATUTORY OR ADMINISTRATIVE
EXEMPTION FROM THE "PROHIBITED TRANSACTION" PROVISIONS OF ERISA AND THE CODE.


                                      B-1
<PAGE>


                    [__________________] TRUST 200[_]-[_]
            [_____]% [_______________] BACKED CERTIFICATE, CLASS B

            This Certificate evidences a fractional undivided interest in the
Class B Percentage Interest of the Trust, as defined below, the property of
which includes a pool of installment sale contracts secured by new and used
automobiles and light trucks and sold to the Trust by [_____________________]
("[______]"). This Certificate does not represent any interest in or obligation
of [______], [____________] or any of their respective affiliates thereof.
Neither the Class B Certificates nor the Receivables are insured by any
governmental agency.

No. B-1
$[___________]
Certificate Principal Balance                      Percentage Interest:  100%.

            THIS CERTIFIES THAT [____________] is the registered owner of a
$[___________] nonassessable, fully-paid, fractional undivided interest in the
Class B Certificates issued by [__________________] Trust 200[_]-[_] (the
"TRUST") formed by [______]. The Trust was created pursuant to the Pooling and
Servicing Agreement (the "AGREEMENT"), dated as of [________][_], 200[_], by and
among [______], [____________________], as servicer, and
[_____________________], as trustee of the Trust (the "TRUSTEE"), a summary of
certain of the pertinent provisions of which is set forth below. To the extent
not otherwise defined herein, the capitalized terms used herein have the
meanings assigned to them in the Agreement.

            The property of the Trust includes (as more fully described in the
Agreement) a pool of installment sale contracts for new and used automobiles and
light duty trucks (the "RECEIVABLES"), certain monies due thereunder on or after
[________][_],200[_], an assignment of security interests in the vehicles
financed thereby, certain bank accounts and the proceeds thereof, property
securing the Receivables and held by the Trustee, proceeds from claims on
physical damage, credit life and disability insurance policies covering vehicles
financed thereby and the obligors thereunder, certain rights against Dealers and
in contracts with Dealers, all right, title and interest of the Depositor in and
to the Unaffiliated Seller's Agreement and all right, title and interest of the
Seller in and to the Purchase Agreement and Assignment and any and all proceeds
of the foregoing.

            This Certificate is one of the duly authorized Certificates
designated as [_____]% [__________________] Trust 200[_]-[_], [_______________]
Backed Certificates, Class B (the "CLASS B CERTIFICATES") issued under the
Agreement. Also issued under the Agreement are the Class A Certificates and the
Class C Certificate. The aggregate undivided interest in the Trust evidenced by
all Class B Certificates is [_____]%. This Class B Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Class B Certificate, by virtue of the
acceptance hereof, assents and by which such Holder is bound.



                                      B-2
<PAGE>



            IN WITNESS WHEREOF, the Trust has caused this Class B Certificate to
be duly executed.

                                       [__________________] TRUST 200[_]-[_]





                                          By:__________________________________
                                          [_____________________], not in its
                                             individual capacity, but solely
                                             as Trustee

Date:  [_______][_],200[_],




                                      B-3
<PAGE>




                          CERTIFICATE OF AUTHENTICATION

            This is one of the Class B Certificates of the Series designated
herein, issued under the within-mentioned Pooling and Servicing Agreement.

                                       [_____________________], not in its
                                          individual capacity but solely as
                                          Trustee

                                       By:____________________________________


            This Class B Certificate does not purport to summarize the Agreement
and reference is made to the Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds and duties evidenced hereby
and the rights, duties and immunities of the Trustee. Copies of the Agreement
and all amendments thereto will be provided to any Class B Certificateholder, at
its expense, upon a written request to the Trustee: [_____________________],
[Address], Attention:  [____________________].

            There will be distributed on the [___] day of each month or, if such
[___] day is not a Business Day, the next succeeding Business Day (the
"DISTRIBUTION DATE"), commencing on [________][_], 200[_], to the person in
whose name this Class B Certificate is registered at the close of business on
the last day of the prior calendar month (the "RECORD DATE"), to the extent
available from the Available Funds, such Class B Certificateholder's fractional
undivided interest in the sum of the Class B Interest Distributable Amount for
such Distribution Date, the Class B Principal Distributable Amount for such
Distribution Date and any Class B Principal Carryover Shortfall for such
Distribution Date.

            Distributions on this Class B Certificate will be made by the
Trustee by check mailed, or upon request of the Holder hereof to
Certificateholders holding Certificates representing at least $[________] in
Class B Certificate Balance, by wire transfer of immediately available funds, to
the Person entitled thereto, as specified by such Person in accordance with the
terms of the Agreement or by such other means as the Person entitled thereto and
the Trustee shall agree, without the presentation or surrender of this Class B
Certificate, other than with respect to the final payment of the Class B
Certificateholder, or the making of any notation hereon.

            The Class B Certificates do not represent an obligation of, or an
interest in, the Trustee or any Affiliate thereof. The Class B Certificates are
limited in right of payment to certain collections and recoveries respecting the
Receivables, all as more specifically set forth above in the Agreement. The
right to receive distributions with respect to the Class B Certificates is
subordinate to the prior payment in full of all amounts of principal and
interest due and payable on the Class A Certificates on each Distribution Date.


                                      B-4
<PAGE>


            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of [______]
and the Servicer and the rights of the Holders of the Certificates under the
Agreement at any time by the Servicer, [______] and the Trustee with the consent
of the Certificate Insurer and the Holders of Certificates, voting together as a
Class, evidencing not less than a Certificate Majority. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange hereof or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, without the
consent of the Holders of any of the Certificates.

            The Class B Certificates are issuable only as registered Class B
Certificates without coupons in minimum denominations of $250,000 and integral
multiples of $1,000 in excess thereof; however, one Certificate may be issued in
a denomination representing or including any remaining portion of the initial
Class B Certificate Balance. As provided in the Agreement and subject to certain
limitations therein set forth, Class B Certificates are exchangeable for new
Class B Certificates of authorized denominations evidencing the same aggregate
Class B Percentage Interest, as requested by the Class B Certificateholder
surrendering the same. No service charge will be made for any such registration
of transfer or exchange, but the Trustee may require payment of a sum sufficient
to cover any tax or governmental charge payable in connection therewith.

            Each Certificateholder by purchase of the Certificates held by it
acknowledges that the Trustee, as partial consideration of the issuance of the
Policy, has agreed that the Certificate Insurer shall have certain rights
hereunder for so long as no Insurer Default shall have occurred and be
continuing. So long as an Insurer Default has occurred and is continuing, any
provision giving the Certificate Insurer the right to direct, appoint or consent
to, approve of, or take any action under this Agreement shall be inoperative
during the period of such Insurer Default and such right shall instead vest in
the Trustee acting at the direction of the Certificateholders. The Certificate
Insurer may disclaim any of its rights and powers under this Agreement (but not
its duties and obligations under the Policy) upon delivery of a written notice
to the Trustee. The Certificate Insurer may give or withhold any consent
hereunder in its sole and absolute discretion.

            The obligations and responsibilities created by the Agreement and
the Trust created thereby shall terminate upon the payment to Certificateholders
of all amounts required to be paid to them pursuant to the Agreement and the
disposition of all property held as part of the Trust. The Servicer of the
Receivables may at its option (subject to the consent of the Certificate
Insurer, as described in the Agreement), purchase the corpus of the Trust at a
price specified in the Agreement, and such purchase of the Receivables and other
property of the Trust will effect early retirement of the Certificates; however,
such right of purchase is exercisable only on any Determination Date as of which
the Aggregate Principal Balance is less than [_____]% of the Original Aggregate
Principal Balance. In the event of such removal, the entire outstanding Class A
Certificate Balance and the Class B Certificate Balance, together with accrued
interest thereon at the related Class A Percentage or Class B Percentage, as
applicable, will be required to be paid to the Class A Certificateholders and
the Class B Certificateholder on such Distribution Date.


                                      B-5
<PAGE>


            The Trustee and any agent of the Trustee may treat the person in
whose name this Class B Certificate is registered as the owner hereof for all
purposes, and neither the Trustee or any agent shall be affected by any notice
to the contrary.



                                      B-6
<PAGE>

                                                                       EXHIBIT C

                        [FORM OF CLASS C CERTIFICATE]

            THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF CERTAIN DISTRIBUTIONS
TO THE CLASS A CERTIFICATES AND THE CLASS B CERTIFICATES AS DESCRIBED IN THE
AGREEMENT REFERRED TO HEREIN. DISTRIBUTIONS HEREON ARE SUBJECT TO THE PRIOR
RIGHT OF THE CLASS A CERTIFICATEHOLDERS AND THE CLASS B CERTIFICATEHOLDERS TO
RECEIVE AMOUNTS ON DEPOSIT IN THE SPREAD ACCOUNT.

            THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE IN
RELIANCE UPON EXEMPTIONS PROVIDED BY THE SECURITIES ACT AND SUCH STATE
SECURITIES LAWS. NO RESALE OR OTHER TRANSFER OF THIS CERTIFICATE MAY BE MADE
UNLESS SUCH RESALE OR TRANSFER (A) IS MADE IN ACCORDANCE WITH SECTION 7.1 OF THE
POOLING AND SERVICING AGREEMENT AND (B) IS MADE (i) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (ii) IN A TRANSACTION EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS, (iii) TO THE SELLER OR (iv) TO A PERSON WHO THE TRANSFEROR
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT THAT IS AWARE THAT THE RESALE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A AND (C) UPON THE SATISFACTION OF
CERTAIN OTHER REQUIREMENTS SPECIFIED IN THE AGREEMENT. NEITHER [______], THE
SELLER, THE SERVICER, THE TRUST NOR THE TRUSTEE IS OBLIGATED TO REGISTER THE
CERTIFICATES UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS.

            NO RESALE OR OTHER TRANSFER OF THIS CERTIFICATE MAY BE MADE UNLESS
THE PROPOSED TRANSFEREE OF THIS CERTIFICATE HAS DELIVERED AN AFFIDAVIT (OR AN
OPINION OF COUNSEL) TO THE EFFECT THAT SUCH A TRANSFER MAY BE MADE PURSUANT TO
AN EXEMPTION FROM THE SECURITIES ACT, INCLUDING RULE 144A THEREUNDER, AND
APPLICABLE STATE SECURITIES LAWS AND (A) SUCH TRANSFEREE WILL NOT ACQUIRE THIS
CERTIFICATE WITH THE ASSETS OF ANY "EMPLOYEE BENEFIT PLAN" AS DEFINED IN SECTION
3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA") OR SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
(THE "CODE"), (B) NO "PROHIBITED TRANSACTION" UNDER ERISA OR THE CODE WILL OCCUR
IN CONNECTION WITH SUCH TRANSFEREE'S ACQUISITION OF THIS CERTIFICATE OR (C) THE
ACQUISITION OF THIS CERTIFICATE IS SUBJECT TO A STATUTORY OR ADMINISTRATIVE
EXEMPTION FROM THE "PROHIBITED TRANSACTION" PROVISIONS OF ERISA AND THE CODE.


                                      C-1
<PAGE>


                    [__________________] TRUST 200[_]-[_]
                [_______________] BACKED CERTIFICATE, CLASS C

            This Certificate evidences a fractional undivided interest in the
Class C Percentage Interest of the Trust, as defined below, the property of
which includes a pool of installment sale contracts secured by new and used
automobiles and light trucks and sold to the Trust by [_____________________]
("[______]"). This Certificate does not represent any interest in or obligation
of [______], [____________________] or any of their respective affiliates
thereof. Neither the Class C Certificates nor the Receivables are insured by any
governmental agency.

            No. C-1                                      Percentage
Interest:  100%

            THIS CERTIFIES THAT [____________] is the registered owner of a
fractional undivided interest in the Class C Certificates issued by
[__________________] Trust 200[_]-[_] (the "TRUST") formed by [______]. The
Trust was created pursuant to the Pooling and Servicing Agreement (the
"AGREEMENT"), dated as of [_____], 200[_], by and among [______],
[____________________], as servicer, and [_____________________], as trustee of
the Trust (the "TRUSTEE"), a summary of certain of the pertinent provisions of
which is set forth below. To the extent not otherwise defined herein, the
capitalized terms used herein have the meanings assigned to them in the
Agreement.

            The property of the Trust includes (as more fully described in the
Agreement) a pool of installment sale contracts for new and used automobiles and
light duty trucks (the "RECEIVABLES"), certain monies due thereunder on or after
[_________][_], 200[_], an assignment of security interests in the vehicles
financed thereby, certain bank accounts and the proceeds thereof, property
securing the Receivables and held by the Trustee, proceeds from claims on
physical damage, credit life and disability insurance policies covering vehicles
financed thereby and the obligors thereunder, certain rights against Dealers and
in contracts with Dealers, all right, title and interest of the Depositor in and
to the Unaffiliated Seller's Agreement and all right, title and interest of the
Seller in and to the Purchase Agreement and Assignment and any and all proceeds
of the foregoing.

            This Certificate is the duly authorized Certificate designated as
[__________________] Trust 200[_]-[_], [_______________] Backed Certificates,
Class C (the "CLASS C CERTIFICATE") issued under the Agreement. Also issued
under the Agreement are the Class A Certificates and the Class B Certificates.
This Class C Certificate is issued under and is subject to the terms, provisions
and conditions of the Agreement, to which Agreement the Holder of this Class C
Certificate, by virtue of the acceptance hereof, assents and by which such
Holder is bound.


                                      C-2
<PAGE>



            IN WITNESS WHEREOF, the Trust has caused this Class C Certificate to
be duly executed.

                                       [__________________] TRUST 200[_]-[_]


                                       _______________________________________
                                       By:  [_____________________], not

                                          in its individual capacity, but
                                          solely as    Trustee

Date:  [________], [_], 200[_]




                                      C-3


<PAGE>




                          CERTIFICATE OF AUTHENTICATION

            This is the Class C Certificate of the Series designated herein,
issued under the within-mentioned Pooling and Servicing Agreement.

                                       [_____________________], not in its
                                          individual capacity but solely as
                                          Trustee

                                       By:____________________________________

            This Class C Certificate does not purport to summarize the Agreement
and reference is made to the Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds and duties evidenced hereby
and the rights, duties and immunities of the Trustee. Copies of the Agreement
and all amendments thereto will be provided to any Class C Certificateholder, at
its expense, upon a written request to the Trustee: [_____________________],
[Address], Attention: [________________].

            There will be distributed on the [___] day of each month or, if such
[___] day is not a Business Day, the next succeeding Business Day (the
"DISTRIBUTION DATE"), commencing on, to the person in whose name this Class C
Certificate is registered at the close of business on the last day of the prior
calendar month (the "RECORD DATE"), such Class C Certificateholder's fractional
undivided interest in the amount available in the Spread Account in excess of
the Requisite Amount for the next succeeding Distribution Date, after giving
effect to (A) the amounts required to be distributed to the holders of the Class
A Certificates and the Class B Certificates pursuant to the subordination of the
rights of the holders of Class C Certificates, (B) the amount required to be
deposited in the Spread Account and (C) the amounts required to pay the Total
Servicing Fee (including any unpaid Servicing Fees with respect to prior
Collection Periods) payable to the Servicer on such Distribution Date.

            Distributions on this Class C Certificate will be made by the
Trustee by check mailed, or upon request of the Holder hereof, by wire transfer
of immediately available funds, to the Class C Certificateholder of record, as
specified by such Certificateholder in accordance with the terms of the
Agreement or by such other means as the Certificateholder entitled thereto and
the Trustee shall agree, without the presentation or surrender of this Class C
Certificate, other than with respect to the final payment of the Class C
Certificateholder, or the making of any notation hereon.

            The Class C Certificate does not represent an obligation of, or an
interest in, the Trustee or any Affiliate thereof. The Class C Certificate is
limited in right of payment to certain collections and recoveries respecting the
Receivables, all as more specifically set forth above in the Agreement.

            The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of [______]
and the Servicer and the


                                      C-4
<PAGE>


rights of the Holders of the Certificates under the Agreement at any time by the
Servicer, [______] and the Trustee with the consent of the Certificate Insurer
and the Holders of Certificates, voting together as a Class, evidencing not less
than a Certificate Majority. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof, in
certain limited circumstances, without the consent of the Holders of any of the
Certificates.

            The Class C Certificate is issuable only as a registered Class C
Certificate without coupons and without denomination. As provided in the
Agreement and subject to certain limitations therein set forth, this Class C
Certificate is exchangeable for new Class C Certificates evidencing the same
aggregate Class C Percentage Interest, as requested by the Class C
Certificateholder surrendering the same. No service charge will be made for any
such registration of transfer or exchange, but the Trustee may require payment
of a sum sufficient to cover any tax or governmental charge payable in
connection therewith.

            Each Certificateholder by purchase of the Certificates held by it
acknowledges that the Trustee, as partial consideration of the issuance of the
Policy, has agreed that the Certificate Insurer shall have certain rights
hereunder for so long as no Insurer Default shall have occurred and be
continuing. So long as an Insurer Default has occurred and is continuing, any
provision giving the Certificate Insurer the right to direct, appoint or consent
to, approve of, or take any action under this Agreement shall be inoperative
during the period of such Insurer Default and such right shall instead vest in
the Trustee acting at the direction of the Certificateholders. The Certificate
Insurer may disclaim any of its rights and powers under this Agreement (but not
its duties and obligations under the Policy) upon delivery of a written notice
to the Trustee. The Certificate Insurer may give or withhold any consent
hereunder in its sole and absolute discretion.

            The obligations and responsibilities created by the Agreement and
the Trust created thereby shall terminate upon the payment to Certificateholders
of all amounts required to be paid to them pursuant to the Agreement and the
disposition of all property held as part of the Trust. The Servicer of the
Receivables may at its option (subject to the consent of the Certificate
Insurer, as described in the Agreement), purchase the corpus of the Trust at a
price specified in the Agreement, and such purchase of the Receivables and other
property of the Trust will effect early retirement of the Certificates; however,
such right of purchase is exercisable only on any Determination Date as of which
the Aggregate Principal Balance is less than [_____]% of the Original Aggregate
Principal Balance. In the event of such removal, the entire outstanding Class A
Certificate Balance and the Class B Certificate Balance, together with accrued
interest thereon at the related Class A Percentage or Class B Percentage, will
be required to be paid to the Class A Certificateholders and the Class B
Certificateholder on such Distribution Date.

            The Trustee and any agent of the Trustee may treat the person in
whose name this Class C Certificate is registered as the owner hereof for all
purposes, and neither the Trustee or any agent shall be affected by any notice
to the contrary.


                                      C-5
<PAGE>


                                                                       EXHIBIT D

                        FORM OF SPREAD ACCOUNT AGREEMENT

                         [See Spread Account Agreement]


                                      D-1
<PAGE>




                                                                       EXHIBIT E

                         FORM OF SERVICER'S CERTIFICATE

                            [____________________]
                            Monthly Servicing Report:

                      [__________________] Trust 200[_]-[_]

                       Collection Period Ending: dd/mm/yy

I.      Original Deal Parameter Inputs

        (A)    Original Total Portfolio                                   $ -

        (B)    Class A Certificate Ownership Interest of the Trust       0.00%

        (C)    Original Class A Certificate Balance                       $ -

        (D)    Class A Certificate Rate                                  0.00%

        (E)    Class B Certificate Ownership Interest of the Trust

        (F)    Original Class B Certificate Balance

        (G)    Class B Certificate Rate

        (H)    Servicing Fee Rate                                        0.00%

        (I)    Original Weighted Average Coupon (WAC)                    0.00%

        (J)    Original Weighted Average Remaining Term (WAM)            0.000

        (K)    Number of Contracts                                         0


II.     Inputs from Previous Monthly Servicer Reports

        (A)    Total Portfolio Outstanding                                $ -

        (B)    Total Portfolio Pool Factor                               .0000

        (C)    Class A Certificate Balance                                $ -

        (D)    Class A Principal Factor                                  .0000

        (E)    Class B Certificate Balance

        (F)    Class B Principal Factor

III.    Inputs from Other Sources

        (A)    Aggregate Net Losses for Collection Period                 $ -


                                      E-1
<PAGE>


        (B)    Number of Vehicles  Repossessed  During the  Collection
               Period

IV.     Pool Balances and Portfolio Information

                                               Beginning   Principal   End of
        (A)    Balances and Principal Factors  of Period  Distribution Period
                                               ---------  ------------ -------

            i.   Class A Certificate Balance        $ -         $ -       $ -
            ii.  Class A Principal Factor         .0000       .0000
            iii. Class B Certificate Balance        $ -         $ -       $ -
            iv.  Class B Principal Factor         .0000       .0000
            v.   Total Pool Balance                 $ -         $ -       $ -
            vi.  Total Pool Factor                .0000

      (B)   Portfolio Information

            i.   Weighted Average Coupon (WAC)                          0.00%
            ii.  Weighted Average Remaining
                 Maturity (WAM)                                         0.00%
            iii. Remaining Number of Contracts                              0

V.      Collections

        (A)    Total   Principal    Payments    Received    (Excluding   $
               Repurchases)

        (B)    Total Interest Payments Received                          $

        (C)    Recoveries on Liquidated Receivables                      $

        (D)    Principal on Repurchased Receivables                      $

        (E)    Compensating Interest                                     $

        (F)    Late and Penalty Fees                                     $

        (G)    Other Deposits                                            $_____

               Total Available Amount                                    $


VI.     Distributions

        (A)    Principal Payments Received (Excluding Repurchases)       $

        (B)    Principal on Repurchased Contracts                        $

                                      E-2
<PAGE>


        (C)    Gross Balance of Liquidated Receivables                   $

        (D)    Total Principal Reduction                                 $

        (E)    Basic Servicing Fee/Supplemental Servicing Fee            $

        (F)    Trustee Fee                                               $

        (G)    Spread Account Trustee Fee                                $

        (H)    Backup Servicer Fee                                       $

        (I)    Class A Distributable Amount                              $

               i.    Class A monthly Interest Distributable Amount       $
               ii.   Monthly Class A Principal Distributable Amount      $

               Class A Principal Carryover Shortfall                     $

        (J)    Insurer Fee                                               $

        (K)    Spread Account deposits up to Requisite Amount            $

        (L)    Class B Distributable Amount                              $

               i.    Class B Monthly Interest Payment                    $
               ii.   Monthly Principal to Class B                        $

               Class B Principal Carryover Shortfall                     $

        (M)    Remaining Available Funds to Spread Account               $_____


VII.    Reconciliation of Spread Account

        (A)    Initial Deposit to Spread Account                         $

        (B)    Beginning Spread Account Balance                          $

        (C)    Draw for Class A Distributable Amount and Servicing Fee   $

        (D)    Amount Available for Deposit to Spread Account            $_____

        (E)    Spread Account Balance Prior to Release                   $

        (F)    Spread Account Requirement                                $

        (G)    Spread Account Release to Seller                          $_____


                                      E-3
<PAGE>


        (H)    Ending Spread Account Balance                             $

        (I)    Ending  Spread  Account  Balance as a % of
               Outstanding Portfolio

        (J)    Requisite Amount                                          $


VIII.   Tests for Increase in Spread Account Balance

        (A)    Average Net Loss Rate

               i.    Second Preceding Collection Period                  0.00%
               ii.   Preceding Collection Period                         0.00%
               iii.  Current Collection Period                           0.00%
               iv.   Three Month Average                                 0.00%

        (B)    Average Default Rate

               i.    Second Preceding Collection Period                  0.00%
               ii.   Preceding Collection Period                         0.00%
               iii.  Current Collection Period                           0.00%
               iv.   Three Month Average                                 0.00%

        (C)    Average Number of Contracts Over 30 Days Delinquent

               i.    Second Preceding Collection Period                  0.00%
               ii.   Preceding Collection Period                         0.00%
               iii.  Current Collection Period                           0.00%
               iv.   Three Month Average                                 0.00%

        (D)    Has Trigger Event Occurred                                ___Yes
                                                                         ___No

IX.     Additional Information

        (A)    Has Insurance Agreement Event of Default Occurred         ___Yes
                                                                         ___No



                                      E-4
<PAGE>



                                                                       EXHIBIT F

                                 FORM OF POLICY

                       [See Certificate Insurance Policy]



                                      F-1
<PAGE>



                                                                       EXHIBIT G

                   FORM OF UNAFFILIATED SELLER'S AGREEMENT

                      [See Unaffiliated Seller's Agreement]


<PAGE>



                                      G-1


                                                                      EXHIBIT H

                  FORM OF PURCHASE AGREEMENT AND ASSIGNMENT

                            [See Purchase Agreement]




                                      H-1


<PAGE>




                                                                       EXHIBIT I



           REQUEST BY THE SERVICER [OR SUB-SERVICER] FOR TEMPORARY
                 RELEASE OF RECEIVABLES AND LIEN CERTIFICATES

TO:   [_____________________],
        as Trustee
        [Address]

      Attention:  [___________________]

Gentlemen:

            In connection with the administration of the Receivables held by you
as Trustee, under the Pooling and Servicing Agreement dated as of [_____],
200[_] among [____________________], as Servicer, [_____________________], as
Depositor, and you, as Trustee and Backup Servicer, the undersigned requests the
temporary release of the Receivables and the related Lien Certificates for the
Receivables identified in the schedule attached to this Request.

                                       [[____________________]]
                                          [__________________]
                                          as [Servicer] [Sub-Servicer]*



                                       By:____________________________________

ACKNOWLEDGED BY:


[_____________________],
   as Trustee

By:___________________________________________________________________________

* The signature of the Servicer or either Sub-Servicer will suffice.


                                      I-1


<PAGE>



                            [__________________]
                          [_______________________]
                Request for Receivables and Lien Certificates
                ---------------------------------------------


Branch Number_______________________

Account Number______________________

Loan Number_________________________

Account Name________________________

______________________________________________________________________________

______________________________________________________________________________


            DOCUMENT(S) NEEDED:
            ------------------

[  ]__Note
[  ]  Automobile Title

      Vehicle Identification Number (VIN)_____________________________________
______________________________________________________________________________

______________________________________________________________________________


            REASON FOR ITEM REQUEST:
            -----------------------

______________________________________________________________________________

______________________________________________________________________________

                                         RETURN DOCUMENT(S) TO BRANCH BY:
                                         -------------------------------
                                         [  ]  OVERNIGHT EXPRESS DELIVERY
                                               (e.g., Federal Express)
       Address to Send Document:         [  ]  REGULAR MAIL
______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________
Name (Printed of Individual Requesting               Phone Number
               Documents)



________________________________________ ______________________________________
   Signature of Individual Requesting                Date of Request
               Documents


                                      I-2


<PAGE>


Attention Branches:

Send this Document to:                   Send a copy of this Document to:

[Name]                                   [Name]
[Name of Company]                        [Name of Company]
[Address]                                [Address]
Fax:  [_____________]                    Fax:  [_______________]


                                      I-3


<PAGE>



                                                                       EXHIBIT J

                            FORM OF DEFICIENCY NOTICE

                 NOTICE UNDER MASTER SPREAD ACCOUNT AGREEMENT
                           [__________________] TRUST

                                SERIES 200[_]-[_]

[_____________________]
[Address]

[_____________________]
[Address]

            The undersigned, a duly authorized officer of [___________________],
as trustee (the "TRUSTEE"), hereby certifies to [____________________] (the
"COLLATERAL AGENT") and [____________________] (the "SERVICER"), with reference
to the Master Spread Account Agreement in respect of the $[_____________]
[__________________] Trust 200[_]-[_], [_______________] Backed Certificates,
Class A (the "OBLIGATIONS"), that:

               (i)   the Trustee is the trustee under the Pooling and Servicing
        Agreement dated as of [_____], 200[_] (the "AGREEMENT") among
        [_____________________], as Company, [____________________], as
        Servicer, and the Trustee, as trustee for the Holders;

               (ii)  the sum of the  amounts  payable  on the  Distribution
      Date occurring on  _____________  (the "APPLICABLE  DISTRIBUTION  DATE")
      pursuant to clauses (i) through (v) of SECTION  5.5(B) of the  Agreement
      is $_____________;

               (iii)    the Available  Funds for the Class A Certificates  for
      the Distribution  Date occurring on the Applicable  Distribution Date is
      $_______________;

               (iv)     the amount by which (ii) above  exceeds (iii) above is
      $_______________ (the "DEFICIENCY CLAIM AMOUNT");

               (v  the Trustee is making a claim under and pursuant to the terms
      of the Master Spread Account Agreement for the Deficiency Claim Amount to
      be applied to payment of (ii) above for the Applicable Distribution Date
      in accordance with the Agreement; and

               (vi)     the Trustee  directs  that  payment of the  Deficiency
      Claim Amount be made to the  following  account by bank wire transfer of
      federal or other immediately available funds:  Collection Account.

            Any capitalized term used in this Notice and not otherwise defined
herein shall have the meaning assigned thereto in the Master Spread Account
Agreement.


                                      J-1
<PAGE>


            IN WITNESS WHEREOF, the Trustee has executed and delivered this
Notice under the Master Spread Account Agreement as of [_____][_], 200[_].

                                       [_____________________]



                                       By:____________________________________
                                          Name:
                                          Title:




                                      J-2
<PAGE>





                                                                       EXHIBIT K

                                 FORM OF NOTICE

                         TO FINANCIAL GUARANTY INSURANCE

                           POLICY NUMBER: [______]

                  NOTICE UNDER FINANCIAL GUARANTY INSURANCE
                                POLICY NUMBER:

[____________________]
[Address]

            The undersigned, a duly authorized officer of
[_____________________], as trustee (the "TRUSTEE"), hereby certifies to
[____________________] (the "INSURER"), with reference to the Financial Guaranty
Insurance Policy Number (the "POLICY") issued by the Insurer in respect of the
$[___________] [__________________] Trust 200[_]-[_], [_______________] Backed
Certificates, Class A (the "OBLIGATIONS"), that:

               (i)   the Trustee is the trustee under the Pooling and Servicing
        Agreement dated as of [_____], 200[_] (the "AGREEMENT") among
        [________________], as Company, [________________], as Servicer, and the
        Trustee, as trustee for the Holders;

               (ii)     the  Class A  Interest  Distributable  Amount  for the
      Class  A   Certificates   for  the   Distribution   Date   occurring  on
      _____________ (the "APPLICABLE DISTRIBUTION DATE") is $__________;

               (iii)    the Class A  Principal  Distributable  Amount  for the
      Class  A   Certificates   for  the  Applicable   Distribution   Date  is
      $_____________;

               (iv)     the Amount  Available  with respect to the  Applicable
      Distribution Date is $_____________;

               (v)  the Amount by which the sum of (ii) and (iii) above  exceeds
      (iv) above is $______________ (the "POLICY CLAIM AMOUNT");

               (vi) the Trustee is making a claim under and pursuant to the
      terms of the Policy for the Insured Payment to be applied to payment of
      the sum of (ii) and (iii) above for the Applicable Distribution Date in
      accordance with the Agreement; and

               (vii)    the Trustee  directs  that payment of the Policy Claim
      Amount  be made  to the  following  account  by bank  wire  transfer  of
      federal or other immediately available funds:  Collection Account.

            Any capitalized term used in this Notice and not otherwise defined
herein shall have the meaning assigned thereto in the Master Spread Account
Agreement.


                                      K-1
<PAGE>


            IN WITNESS  WHEREOF,  the Trustee has executed and delivered  this
Notice under the Policy as of the ___ day of ____________, ____.


                                       [_____________________]



                                       By:____________________________________
                                          Title:


                                      K-2


<PAGE>



                                                                       EXHIBIT L

                            FORM OF INVESTMENT LETTER

[____________________]
[Address]

[____________________
[Address]

[____________________
[Address]

      Re:   [__________________]  Trust 200[_]-[_],  [____]% [_______________]
            Backed  Certificates,   Class  B  and   [_______________]   Backed
            Certificate, Class C (the "CERTIFICATES")

Ladies and Gentlemen:

            ____________________   (the  "SELLER")  intends  to  transfer  the
captioned   Certificates   to   _________________   (the   "PURCHASER"),   for
registration in the name of _________________________________.

            1.   In connection with such transfer, and in accordance with
Section 7.3 of the Pooling and Servicing Agreement, dated as of [_____], 200[_]
(the "AGREEMENT"; all capitalized terms used herein without definition shall
have the meanings ascribed to such terms in the Agreement), between
[____________________], [_____________________] and [_____________________], not
in its individual capacity but solely as Trustee (the "TRUSTEE") and Backup
Servicer, pursuant to which the Certificates were issued, the Seller hereby
certifies to you the following facts: Neither the Seller nor anyone acting on
its behalf has offered, transferred, pledged, sold or otherwise disposed of the
Certificates, any interest in the Certificates or any other similar security to,
or solicited any offer to buy or accept a transfer, pledge or other disposition
of the Certificates, any interest in the Certificates or any other similar
security with, any person in any manner, or made any general solicitation by
means of general advertising or in any other manner, or taken any other action
which would constitute a distribution of the Certificates under the Securities
Act of 1933, as amended (the "1933 Act"), or under state securities laws, or
which would render the disposition of the Certificates a violation of Section 5
of the 1933 Act or applicable state securities laws or require registration
pursuant thereto.

            2.   The Purchaser warrants and represents to, and covenants with,
the Trustee pursuant to Section 7.3 of the Agreement that:

            (a)  The Purchaser agrees to be bound, as Certificateholder, by all
of the terms, covenants and conditions of the Agreement and the Certificates,
and from and after the date hereof, the Purchaser assumes for the benefit of
each of the Trustee, [____________________]



                                      L-1
<PAGE>


("FINANCIAL SECURITY") and the Seller all of the Seller's obligations as
Certificateholder thereunder;

            (b)   The Purchaser understands that the Certificates have not been
and may never be registered under the 1933 Act or the securities laws of any
state;

            (c)   The Purchaser is acquiring the Certificates for investment for
its own account or the account of another qualified institutional buyer (within
the meaning of Rule 144A under the 1933 Act) only and not for any other person
or with a view to the distribution thereof in violation of applicable securities
laws;

            (d)   The Purchaser is an "ACCREDITED INVESTOR" within the meaning
of Rule 501 under the 1933 Act, and considers itself a substantial,
sophisticated institutional investor having such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and
risks of investment in the Certificates;

            (e)   The Purchaser has been furnished with all information
regarding the Certificates that it has requested from the Seller or the Trustee
and has been afforded the opportunity to ask all questions it reasonably desires
to ask of the Seller (and all such questions have been answered to the
Purchaser's satisfaction); and

            (f)   Neither the Purchaser nor anyone acting on its behalf has
offered, transferred, pledged, sold or otherwise disposed of the Certificates,
any interest in the Certificates or any other similar security to, or solicited
any offer to buy or accept a transfer, pledge or other disposition of the
Certificates, any interest in the Certificates or any other similar security
from, or otherwise approached or negotiated with respect to the Certificates,
any interest in the Certificates or any other similar security with, any person
in any manner, or made any general solicitation by means of general advertising
or in any other manner, or taken any other action which, with respect to any
such action, would constitute a distribution of the Certificates under the 1933
Act or applicable state securities laws or which would render the disposition of
the Certificates a violation of Section 5 of the 1933 Act or applicable state
securities laws or require registration pursuant thereto, nor will it act, nor
has it authorized or will it authorize any person to act, in such manner with
respect to the Certificates.

            3.   The Purchaser is not acquiring (or considered to be acquiring)
the Note with the assets of (a) an employee benefit plan (as defined in Section
3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA")) subject to Title I of ERISA, (b) a plan described in Section 4975 of
the Internal Revenue Code of 1986, as amended, or (c) any entity whose
underlying assets include plan assets by reason of an investment in such entity
by a plan described in (a) or (b) above.

            4.   The Purchaser agrees that neither the Certificates nor any
interest therein will be sold, transferred or otherwise disposed of (except for
sales to the Company) unless registered under the 1933 Act or similar successor
law, without first having presented to the Seller and the Trustee or their
counsel a written opinion of counsel, satisfactory to the Seller and the Trustee
in form and substance, experienced in securities laws matters and satisfactory
to the Seller and the Trustee, indicating that the proposed transfer will not be
in violation of any of the



                                      L-2
<PAGE>


registration provisions of the 1933 Act or similar successor law. In any event
and regardless of when such sale, transfer or other disposition of the
Certificates or any interest therein takes place (except for sales to the
Company), no such sales, transfers or other dispositions may be made without
first having presented to the Seller and the Trustee or their counsel (i) a
written opinion, satisfactory to the Seller and the Trustee in form and
substance, of such counsel, indicating exemption from or compliance with or
qualification under all applicable state securities, or "blue sky" laws, and
(ii) the Purchaser's indemnification of the Seller against any liabilities,
costs or expenses which might result should such disposition (or any action by
any broker or dealer in connection with the foregoing) violate or be alleged to
violate the 1933 Act, the rules and regulations promulgated thereunder or any
other applicable federal laws or state securities or "blue sky" laws and
regulations or any court or administrative decision, but only as a result of any
act or omission committed by the Purchaser in connection with any such transfer,
sale or other disposition.

            4.   The Purchaser agrees to indemnify the Seller and hold it
harmless from and against any and all damages suffered and liabilities incurred
by the Seller (including costs of investigation and defense and attorneys' fees)
arising out of any inaccuracy in, or breach of, the agreements, representations,
covenants and warranties which the Purchaser has made herein.

            5.   The Purchaser agrees that it will obtain from any subsequent
purchaser of the Certificates substantially the same representations,
warranties, covenants and agreements contained herein and acknowledges that any
transfer of the Certificates by the Purchaser will comply with Section 7.3 of
the Agreement.

            6.   This Investment Letter may be executed in one or more
counterparts and by the different parties hereto on separate counterparts, each
of which, when so executed, shall be deemed to be an original; such
counterparts, together, shall constitute one and the same agreement.

            IN WITNESS WHEREOF, the parties have caused this Investment Letter
to be executed by their duly authorized officers as of the date first above
written.

___________________________________,     ___________________________________,
Seller                                   Purchaser

By:_________________________________     By:_________________________________
Its:________________________________     Its:________________________________

Taxpayer Identification No. ________     Taxpayer Identification No. ________



                                      L-3
<PAGE>





                                                                       EXHIBIT M

                              OFFICER'S CERTIFICATE

                REQUEST BY THE SERVICER FOR PERMANENT RELEASE
                      OF RECEIVABLES AND LIEN CERTIFICATES

TO:   [_____________________],
      as Trustee
      [Address]

      Attention:  [________________]

Gentlemen:

            In connection with the payment in full of the Receivables held by
you as Trustee, under the Pooling and Servicing Agreement dated as of [_____],
200[_] among [____________________], as Servicer, [_____________________], as
Depositor, and you, as Trustee and Backup Servicer, the undersigned requests the
release of the Receivables and the Lien Certificates (and the related
Receivables Files if applicable) for the Receivables identified in the schedule
attached to this Request.

            The undersigned hereby certifies that any and all payments received
on the Receivables identified in the schedule attached to this Request which are
required to be deposited in the Collection Account pursuant to Section 3.1 of
such Pooling and Servicing Agreement have been so deposited.

                                       [____________________],
                                          as Servicer



                                       By:____________________________________

ACKNOWLEDGED BY:


[_____________________],
   as Trustee

By:_________________________________________



                                      M-1
<PAGE>



                            [____________________]
                       [______________________________]
                Request for Receivables and Lien Certificates

Branch Number_______________________
Account Number______________________
Loan Number_________________________
Account Name________________________


            DOCUMENT(S) NEEDED:
            ------------------

[  ]__Note
[  ]  Automobile Title

      Vehicle Identification Number (VIN)_____________________________________
______________________________________________________________________________

______________________________________________________________________________



            REASON FOR ITEM REQUEST:
            -----------------------

[  ]__Loan Paid-in-Full (Date of Pay-Off: _____________)
[  ]__Other (Explain)

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________


                                         RETURN DOCUMENT(S) TO BRANCH BY:
                                         -------------------------------
                                         [  ]  OVERNIGHT EXPRESS DELIVERY
                                               (e.g., Federal Express)
       Address to Send Document:         [  ]  REGULAR MAIL
______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________

______________________________________________________________________________


                                      M-2


<PAGE>



________________________________________ ______________________________________
Name (Printed) of Individual Requesting               Phone Number
Documents


________________________________________ ______________________________________
Signature of Individual Requesting                    Date of Request
Documents

Attention Branches:

Send this Document to:                   Send a copy of this Document to:

[Name]                                   [Name]
[Name of Company]                        [Name of Company]
[Address]                                [Address]
Fax:  [___________]                      Fax:  [______________]



                                      M-3