0000902561-98-000494 Sample Contracts

Exhibit 4.2 TRUST AGREEMENT
Trust Agreement • November 25th, 1998 • Paragon Auto Receivables Corp • Asset-backed securities • Delaware
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Seller,
Pooling and Servicing Agreement • November 25th, 1998 • Paragon Auto Receivables Corp • Asset-backed securities • Missouri
RELATING TO
Sale and Servicing Agreement • November 25th, 1998 • Paragon Auto Receivables Corp • Asset-backed securities • Missouri
ARTICLE III REPRESENTATIONS AND WARRANTIES
Receivables Purchase Agreement • November 25th, 1998 • Paragon Auto Receivables Corp • Asset-backed securities • New York
UNDERWRITING AGREEMENT
Underwriting Agreement • November 25th, 1998 • Paragon Auto Receivables Corp • Asset-backed securities

Paragon Auto Receivables Corporation, a Delaware corporation (the "Seller") and a wholly owned special purpose subsidiary of Paragon Acceptance Corporation, a Delaware corporation ("Paragon"), proposes to sell to the Underwriters listed in Schedule I (the "Underwriters") $__________ aggregate principal amount of Class A-1 ___% Asset Backed Notes (the "Class A-1 Notes"), $_________ aggregate principal amount of Class A-2 __% Asset Backed Notes (the "Class A-2 Notes") and $________ aggregate principal amount of Class B ___% Asset Backed Notes (the "Class B Notes" and, together with the Class A-1 Notes and the Class A-2 Notes, the "Notes"). The Notes are issued by the Paragon Auto Receivables Owner Trust ____-_ (the "Trust"). The Trust also will issue $___________ aggregate principal amount of certificates (the "Certificates" and, together with the Notes, the "Securities"). Each Certificate will represent a fractional undivided interest in the Trust. Each Note will be secured by the asset

INDENTURE between
Paragon Auto Receivables Corp • November 25th, 1998 • Asset-backed securities • New York
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