Fitch Rates Whole Auto Loan Trust 2004-1 'F1+/AAA/A+/BBB+'

NEW YORK--Nov. 12, 2004--Fitch rates the receivables-backed notes issued by Whole Auto Loan Trust 2004-1 (WALT 2004-1) as listed below:

-- $548,000,000 class A-1 fixed-rate asset-backed notes 'F1+';

-- $608,000,000 class A-2A fixed-rate asset-backed notes 'AAA';

-- $25,000,000 class A-2B fixed-rate asset-backed notes 'AAA';

-- $432,000,000 class A-3 fixed-rate asset-backed notes 'AAA';

-- $309,720,000 class A-4 fixed-rate asset-backed notes 'AAA';

-- $50,333,000 class B fixed-rate asset-backed notes 'A+';

-- $20,133,000 class C fixed-rate asset-backed notes 'BBB+'.

The ratings on the notes are based on their respective levels of credit enhancement consisting of subordination and overcollateralization (OC). All ratings reflect the transaction's sound legal structure and the high quality of the retail auto receivables originated and serviced by DaimlerChrysler Services North America LLC (DCS), Ford Motor Credit Company (Ford Credit) and General Motors Acceptance Corp. (GMAC). The trust will also issue class D notes that are not being publicly offered.

The WALT 2004-1 transaction is the third auto loan securitization issued by an affiliate of Bear, Stearns & Co. (Bear Stearns Asset Backed Funding II, Inc.) and is composed of receivables originated by DCS, Ford Credit and GMAC. Bear, Stearns Asset Receivables Corp. will act as master servicer and will be responsible for administrative duties; each of the originators will remain as servicer of its respective collateral. The collateral backing the securities consists of a pool of new and used automobile and light truck loans originated in accordance with each individual originator's standard underwriting guidelines.

Initial credit enhancement for the class A notes as a percentage of the discounted collateral balance is 4.50% (subordination of class B, class C, and class D net of the initial 1.75% under-collateralization). The remaining notes' initial credit enhancement are 2% for the class B notes (subordination of the class C and D notes net under-collateralization), and 1% for the class C notes (subordination of the class D Notes). The class D notes are initially undercollaterlized however excess spread is used to turbo pay the notes to reach the target OC of the greater of 1.4% of the outstanding receivables balance and 1% of the original adjusted receivables balance. A discount rate will be applied to the original trust receivables to compensate for the lower weighted average annual percentage rate (APR) as a result of incentive loan rates (6.75%) elevating the effective APR on the pool to 7.73%.

All principal payments are made to the class A-1 money market eligible notes until paid in full. The remaining class A, class B, class C, and class D notes are paid on a pro-rata basis based on targeted enhancement amounts rather than class sizes. Interest is paid monthly on the 15th beginning on Nov. 1, 20045, 2004.

The class A-2 notes are divided into two sub. Principal is distributed within the classes either on a sequential or pro-rata basis to achieve certain targeted maturities.