OLYMPIC FINANCIAL LTD, 8-K, 1996-09-19

OLYMPIC FINANCIAL LTD
8-K, 1996-09-19
SHORT-TERM BUSINESS CREDIT INSTITUTIONS

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 12, 1996

OLYMPIC RECEIVABLES FINANCE CORP.
as originator to
OLYMPIC AUTOMOBILE RECEIVABLES TRUST, 1996-C
------------------------------------------------------
(Exact name of registrant as specified in its charter)

Delaware 33-97608 41-1850127
- ------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS employer
of incorporation) file number) identification No.)

7825 Washington Avenue South, Minneapolis, Minnesota 55439-2435
---------------------------------------------------------------
(Address of principal executive offices)

Registrant's telephone number, including area code: (612) 942-9880
--------------------------

Not Applicable
- ------------------------------------------------------------------------------
(Former name or former address, if changed since last report

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Item 1. CHANGES IN CONTROL OF REGISTRANT.

Not applicable.

Item 2. ACQUISITION OR DISPOSITION OF ASSETS.

Not applicable.

Item 3. BANKRUPTCY OR RECEIVERSHIP.

Not applicable.

Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.

Not applicable.

Item 5. OTHER EVENTS.

Not applicable.

Item 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.

Not applicable.

Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(a) Financial statements of businesses acquired.

Not applicable.

(b) Pro forma financial information.

Not applicable.

The following exhibits are filed herewith. The exhibit number
corresponds with Item 601(b) of Regulation S-K.

<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
4.1 Trust Agreement, dated as of September 1, 1996, among
Olympic Receivables Finance Corp., Olympic First
GP Inc., Olympic Second GP Inc., Financial Security
Assurance Inc. and Mellon Bank (DE) National Association, as
Owner Trustee (without exhibits)

4.2 Indenture, dated as of September 1, 1996, between Olympic
Automobile Receivables Trust, 1996-C and Norwest
Bank Minnesota, National Association, as Trustee and
Indenture Collateral Agent (without exhibits)

4.3 Sale and Servicing Agreement, dated as of September 1,
1996, among Olympic Automobile Receivables Trust,
1996-C, as Issuer, Olympic Receivables Finance Corp.,
as Seller, Olympic Financial Ltd., in its individual
capacity and as Servicer, and Norwest Bank Minnesota,
National Association, as Backup Servicer (without exhibits)

4.4 Receivables Purchase Agreement and Assignment, dated as of
September 1, 1996, by and between Olympic Receivables Finance
Corp., as Purchaser, and Olympic Financial Ltd., as Seller
(without exhibits)

4.5 Financial Guaranty Insurance Policy issued by
Financial Security Assurance Inc. with respect to the
Automobile Receivables-Backed Certificates

4.6 Financial Guaranty Insurance Policy issued by
Financial Security Assurance Inc. with respect to the
Automobile Receivables-Backed Notes

8.1 Opinion and Consent of Dorsey & Whitney LLP with
respect to tax matters

23.1 Consent of Dorsey & Whitney LLP (included as part of
Exhibit 8.1)

23.2 Consent of Coopers & Lybrand L.L.P.
</TABLE>

<PAGE>

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated: September 18, 1996 OLYMPIC RECEIVABLES FINANCE CORP.,
as originator of Olympic Automobile
Receivables Trust 1996-C

By: /s/ Brian S. Anderson
------------------------------------
Brian S. Anderson
Vice President

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INDEX TO EXHIBITS

Exhibit Number Page
- -------------- ----

4.1 Trust Agreement, dated as of September 1, 1996, among
Olympic Receivables Finance Corp., Olympic First
GP Inc., Olympic Second GP Inc., Financial Security
Assurance Inc. and Mellon Bank (DE) National
Association, as Owner Trustee (without exhibits)

4.4 Receivables Purchase Agreement and Assignment, dated
as of September 1, 1996, by and between Olympic Receivables
Finance Corp., as Purchaser, and Olympic Financial
Ltd., as Seller (without exhibits)

4.5 Financial Guaranty Insurance Policy issued by
Financial Security Assurance Inc. with respect to the
Automobile Receivables-Backed Certificates

4.6 Financial Guaranty Insurance Policy issued by
Financial Security Assurance Inc. with respect to the
Automobile Receivables-Backed Notes

8.1 Opinion and Consent of Dorsey & Whitney LLP with
respect to tax matters

23.1 Consent of Dorsey & Whitney LLP (included as part of
Exhibit 8.1)

23.2 Consent of Coopers & Lybrand L.L.P.

<PAGE>
EXECUTION COPY

TRUST AGREEMENT

Dated as of September 1, 1996

among

OLYMPIC RECEIVABLES FINANCE CORP.,

OLYMPIC FIRST GP INC.,

OLYMPIC SECOND GP INC.

FINANCIAL SECURITY ASSURANCE INC.

and

MELLON BANK (DE), NATIONAL ASSOCIATION
Owner Trustee

OLYMPIC AUTOMOBILE RECEIVABLES TRUST, 1996-C

<PAGE>

TABLE OF CONTENTS

Page
----

INTRODUCTION. . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE I DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II CREATION OF TRUST . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 2.1. Creation of Trust. . . . . . . . . . . . . . . . . . . . 7
SECTION 2.2. Office . . . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 2.3. Purposes and Powers. . . . . . . . . . . . . . . . . . . 7
SECTION 2.4. Appointment of Owner Trustee . . . . . . . . . . . . . . 8
SECTION 2.5. Initial Capital Contribution of Trust Estate . . . . . . 8
SECTION 2.6. Declaration of Trust . . . . . . . . . . . . . . . . . . 8
SECTION 2.7. Liability of the Owners. . . . . . . . . . . . . . . . . 8
SECTION 2.8. Title to Trust Property. . . . . . . . . . . . . . . . . 9
SECTION 2.9. Situs of Trust . . . . . . . . . . . . . . . . . . . . . 9
SECTION 2.10. Representations and Warranties of the Depositor,
OGP I and OGP II . . . . . . . . . . . . . . . . . . . . 10
SECTION 2.11. Federal Income Tax Allocations . . . . . . . . . . . . . 11
SECTION 2.12. Covenants of the General Partners. . . . . . . . . . . . 12
SECTION 2.13. Covenants of the Certificate Owners. . . . . . . . . . . 13

ARTICLE III THE CERTIFICATES. . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 3.1. Initial Ownership. . . . . . . . . . . . . . . . . . . . 14
SECTION 3.2. The Certificates . . . . . . . . . . . . . . . . . . . . 14
SECTION 3.3. Authentication of Certificates . . . . . . . . . . . . . 14
SECTION 3.4. Registration of Transfer and Exchange of Certificates. . 15
SECTION 3.5. Mutilated, Destroyed, Lost or Stolen Certificates. . . . 17
SECTION 3.6. Persons Deemed Owners. . . . . . . . . . . . . . . . . . 18
SECTION 3.7. Access to List of Certificateholders' Names and
Addresses. . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 3.8. Maintenance of Office or Agency. . . . . . . . . . . . . 19
SECTION 3.9. Appointment of Paying Agent. . . . . . . . . . . . . . . 19

ARTICLE IV ACTIONS BY OWNER TRUSTEE. . . . . . . . . . . . . . . . . . . . 20
SECTION 4.1. Restriction on Power of Certificate Owner. . . . . . . . 20
SECTION 4.2. Prior Notice to Certificateholders with Respect to
Certain Matters. . . . . . . . . . . . . . . . . . . . . 20
SECTION 4.3. Action by Certificate Owners with Respect to
Bankruptcy . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 4.4. Restrictions on Certificate Owners' Power. . . . . . . . 20
SECTION 4.5. Rights of Security Insurer . . . . . . . . . . . . . . . 21

ARTICLE V APPLICATION OF TRUST FUNDS; CERTAIN DUTIES. . . . . . . . . . . 21
SECTION 5.1. Trust Accounts . . . . . . . . . . . . . . . . . . . . . 21

<PAGE>

SECTION 5.2. Application of Funds in Certificate Distribution
Account. . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 5.3. Method of Payment. . . . . . . . . . . . . . . . . . . . 25
SECTION 5.4. No Segregation of Monies; No Interest. . . . . . . . . . 25
SECTION 5.5. Accounting; Reports; Tax Returns . . . . . . . . . . . . 25

ARTICLE VI AUTHORITY AND DUTIES OF OWNER TRUSTEE . . . . . . . . . . . . . 26
SECTION 6.1. General Authority. . . . . . . . . . . . . . . . . . . . 26
SECTION 6.2. General Duties . . . . . . . . . . . . . . . . . . . . . 27
SECTION 6.3. Action upon Instruction. . . . . . . . . . . . . . . . . 27
SECTION 6.4. No Duties Except as Specified in this Agreement or in
Instructions . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 6.5. No Action Except under Specified Documents or
Instructions . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 6.6. Restrictions . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 6.7. Administration Agreement . . . . . . . . . . . . . . . . 29

ARTICLE VII CONCERNING THE OWNER TRUSTEE. . . . . . . . . . . . . . . . . . 30
SECTION 7.1. Acceptance of Trustee and Duties . . . . . . . . . . . . 30
SECTION 7.2. Furnishing of Documents. . . . . . . . . . . . . . . . . 31
SECTION 7.3. Representations and Warranties . . . . . . . . . . . . . 31
SECTION 7.4. Reliance; Advice of Counsel. . . . . . . . . . . . . . . 32
SECTION 7.5. Not Acting in Individual Capacity. . . . . . . . . . . . 33
SECTION 7.6. Owner Trustee Not Liable for Certificates, Notes or
Receivables. . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 7.7. Owner Trustee May Own Certificates and Notes . . . . . . 33

ARTICLE VIII COMPENSATION OF OWNER TRUSTEE . . . . . . . . . . . . . . . . . 34
SECTION 8.1. Owner Trustee's Fees and Expenses. . . . . . . . . . . . 34
SECTION 8.2. Indemnification. . . . . . . . . . . . . . . . . . . . . 34
SECTION 8.3. Non-recourse Obligations . . . . . . . . . . . . . . . . 34

ARTICLE IX TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 9.1. Termination of the Trust . . . . . . . . . . . . . . . . 35
SECTION 9.2. Dissolution Events with respect to General Partners. . . 36

ARTICLE X SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES. . . . . 37
SECTION 10.1. Eligibility Requirements for Owner Trustee . . . . . . . 37
SECTION 10.2. Resignation or Removal of Owner Trustee. . . . . . . . . .38
SECTION 10.3. Successor Owner Trustee. . . . . . . . . . . . . . . . . 38
SECTION 10.4. Merger or Consolidation of Owner Trustee . . . . . . . . 39
SECTION 10.5. Appointment of Co-Trustee or Separate Trustee. . . . . . .39

ARTICLE XI MISCELLANEOUS PROVISIONS. . . . . . . . . . . . . . . . . . . . 41
SECTION 11.1. Amendment. . . . . . . . . . . . . . . . . . . . . . . . 41

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SECTION 11.2. No Recourse. . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 11.3. Governing Law. . . . . . . . . . . . . . . . . . . . . . 42
SECTION 11.4. Severability of Provisions . . . . . . . . . . . . . . . 42
SECTION 11.5. Certificates Nonassessable and Fully Paid. . . . . . . . 43
SECTION 11.6. Third-Party Beneficiaries. . . . . . . . . . . . . . . . 43
SECTION 11.7. Counterparts . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 11.8. Notices. . . . . . . . . . . . . . . . . . . . . . . . . 43

SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

-iii-

<PAGE>

EXHIBITS

Exhibit A -- Form of Certificate of Trust

Exhibit B-1 -- Form of Class A Certificate

Exhibit B-2 -- Form of Class GP Certificate

Exhibit C -- Form of Depository Agreement

-iv-

<PAGE>

THIS TRUST AGREEMENT, dated as of September 1, 1996, is made among
Olympic Receivables Finance Corp., a Delaware corporation (the "Seller"),
Olympic First GP Inc., a Delaware corporation ("OGP I"), Olympic Second GP Inc.,
a Delaware corporation ("OGP II"), Financial Security Assurance Inc. ("Financial
Security") and Mellon Bank (DE), National Association, a Delaware corporation,
as Owner Trustee (in such capacity, the "Owner Trustee").

In consideration of the mutual agreements herein contained, and of
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1. DEFINITIONS. All terms defined in the Spread Account
Agreement or the Sale and Servicing Agreement (each as defined below) shall have
the same meaning in this Agreement. Whenever capitalized and used in this
Agreement, the following words and phrases, unless otherwise specified, shall
have the following meanings:

ADMINISTRATION AGREEMENT: The Administration Agreement, dated as of
September 12, 1996, between the Administrator and the Trust, as the same may be
amended and supplemented from time to time.

ADMINISTRATOR: Mellon Bank (DE), National Association, a Delaware
corporation, or any successor Administrator under the Administration Agreement.

AGREEMENT OR "THIS AGREEMENT": This Trust Agreement, all amendments
and supplements thereto and all exhibits and schedules to any of the foregoing.

AUTHENTICATION AGENT: Mellon Bank (DE), National Association, or its
successor in interest, and any successor authentication agent appointed as
provided in this Agreement.

BENEFIT PLAN: The meaning assigned in Section 3.4(j).

BOOK-ENTRY CERTIFICATE: Any Certificate registered in the name of the
Depository or its nominee, ownership of which is reflected on the books of the
Depository or on the books of a person maintaining an account with such
Depository (directly or as an indirect participant in accordance with the rules
of such Depository).

BUSINESS TRUST STATUTE: Chapter 38 of Title 12 of the Delaware Code,
12 Del. Code Section 3801 et seq., as the same may be amended from time to time.

<PAGE>

CERTIFICATE: A Class A Certificate or a Class GP Certificate, as
applicable.

CERTIFICATE DISTRIBUTION ACCOUNT: The account designated as the
Certificate Distribution Account in, and which is established and maintained
pursuant to, Section 5.1.

CERTIFICATE OF TRUST: The Certificate of Trust in the form of Exhibit
A hereto filed for the Trust pursuant to Section 3810(a) of the Business Trust
Statute.

CERTIFICATE REGISTER AND CERTIFICATE REGISTRAR: The register
maintained and the registrar appointed pursuant to Section 3.4.

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

CLASS A CERTIFICATEHOLDER: A Person in whose name a Class A
Certificate is registered in the Certificate Register.

CLASS A CERTIFICATE: A certificate executed by the Owner Trustee
evidencing a fractional undivided interest in the Trust, substantially in the
form attached hereto as Exhibit B-1.

CLASS GP CERTIFICATEHOLDER: A Person in whose name a Class GP
Certificate is registered in the Certificate Register.

CLASS GP CERTIFICATE: A certificate executed by the Owner Trustee
evidencing a fractional undivided interest in the Trust, substantially in the
form attached hereto as Exhibit B-2.

CODE: The Internal Revenue Code of 1986, as amended.

CORPORATE TRUST OFFICE: The principal office of the Owner Trustee at
which at any particular time its corporate trust business shall be administered,
which office at the Closing Date is located at 919 North Market Street, Second
Floor, Wilmington, Delaware 19801, Attention: Robert M. Bell; the telecopy
number for such office on the date of the execution of this Agreement is (302)
421-2323.

DEMAND NOTE: Each of the Demand Note, dated September 12, 1996,
issued by OFL to OGP I and the Demand Note, dated September 12, 1996, issued by
OFL to OGP II.

DEFINITIVE CERTIFICATE: The meaning specified in Section 3.4(g).

DEPOSITOR: The Seller in its capacity as depositor hereunder.

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DEPOSITORY: The initial Depository, The Depository Trust Company, the
nominee of which is Cede & Co., as the registered Holder of Class A Certificates
representing $64,597,000 in aggregate Certificate Balance, as of the Closing
Date, and any permitted successor depository. The Depository shall at all times
be a "clearing corporation" as defined in Section 8-102(3) of the Uniform
Commercial Code of the State of New York.

DEPOSITORY AGREEMENT: The agreement among the Trust, the
Administrator and The Depository Trust Company, as the initial Depository, dated
as of the Closing Date, relating to the Certificates, substantially in the form
attached as Exhibit C.

DEPOSITORY PARTICIPANT: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.

DISSOLUTION EVENT: With respect to any General Partner, means the
withdrawal or expulsion of such Person as General Partner of the Trust or the
termination or dissolution of such Person, or the occurrence of an Insolvency
Event with respect to such Person.

ERISA: The meaning assigned to such term in Section 3.4(j).

EXPENSES: The meaning assigned to such term in Section 8.2.

INDEMNIFIED PARTIES: The meaning assigned to such term in
Section 8.2.

GENERAL PARTNER: Initially, OGP I and OGP II, or any subsequent
Holder of a Class GP Certificate as permitted by the Agreement.

INDEMNIFIED PARTIES: The meaning assigned to such term in Section
8.2.

INSTRUCTING PARTY: The meaning assigned to such term in Section
6.3(a).

MINIMUM NET WORTH: At any time of determination, and with respect to
each General Partner, net worth equal to 3.85% of the Certificate Balance as of
the Closing Date. For the purpose of the determination of Minimum Net Worth:
(i) each Demand Note issued to such General Partner shall be valued at par,
(ii) assets subject to a lien shall be valued at zero, (iii) Certificates or any
other interests in any entity taxable as a partnership for federal income tax
purposes shall be valued at zero, (iv) investments shall be valued at their
respective purchase prices plus accrued interest and (v) demand notes of OFL
issued as contributions to such General Partner in connection with its status as
a general partner of any other partnership formed pursuant to trust agreements
substantially similar to this

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Agreement shall be valued at an amount equal to the excess, if any, of (a) the
aggregate current amount of all such demand notes over (b) 3.85% of the
aggregate Certificate Balance (as such terms are defined in the related trust
agreement) of all certificates issued by such partnerships, as of such date of
determination.

OFL: Olympic Financial Ltd., a Minnesota corporation, and its
successors in interest.

OGP I: Olympic First GP Inc., a Delaware corporation.

OGP II: Olympic Second GP Inc., a Delaware corporation.

OWNER OR CERTIFICATE OWNER: With respect to any Book-Entry
Certificate, each Person who is the beneficial owner of a Book-Entry Certificate
as reflected in the records of the Depository, or if a Depository Participant is
not the Certificate Owner, then as reflected in the records of a Person
maintaining an account with the Depository (directly or indirectly, in
accordance with the rules of the Depository); and with respect to any Definitive
Certificate, the Certificateholder.

OWNER TRUSTEE: Mellon Bank (DE), National Association, or its
successor in interest, acting not individually but solely as trustee, and any
successor trustee appointed as provided in this Agreement.

PAYING AGENT: Any paying agent or co-paying agent appointed pursuant
to Section 3.9, which initially shall be Mellon Bank (DE), National Association.

RECORD DATE: With respect to any Distribution Date, the close of
business on the last Business Day immediately preceding such Distribution Date.

RELATED DOCUMENTS: The Sale and Servicing Agreement, the Indenture,
the Certificates, the Notes, the Purchase Agreements, each Subsequent Transfer
Agreement, each Subsequent Purchase Agreement, the Custodian Agreement, the
Certificate Policy, the Note Policy, the Spread Account Agreement, the Stock
Pledge Agreement, the Insurance Agreement, the Administration Agreement, the
Lockbox Agreement, the Depository Agreements, and the Underwriting Agreement
between OFL and the Seller and the underwriters of the Certificates and Notes.
The Related Documents executed by any party are referred to herein as "such
party's Related Documents," "its Related Documents" or by a similar expression.

SALE AND SERVICING AGREEMENT: The Sale and Servicing Agreement, dated
as of September 1, 1996 among the Trust, the Seller, OFL, in its individual
capacity and as Servicer, and Norwest Bank Minnesota, National Association, as
Backup Servicer, as the same may be amended and supplemented from time to time.

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<PAGE>

SECRETARY OF STATE: The Secretary of State of the State of Delaware.

SECURITY INSURER: Financial Security Assurance Inc., or its successor
in interest.

SELLER: Olympic Receivables Finance Corp., a Delaware corporation, or
its successor in interest.

SPREAD ACCOUNT: The Series 1996-C Spread Account established and
maintained pursuant to the Spread Account Agreement.

SPREAD ACCOUNT AGREEMENT: The Spread Account Agreement, dated as of
March 25, 1993, as amended and restated as of September 12, 1996, among the
Seller, OFL, the Security Insurer, the Collateral Agent and the Indenture
Trustee, as the same may be amended, supplemented or otherwise modified in
accordance with the terms thereof.

STOCK PLEDGE AGREEMENT: The Second Amended and Restated Stock Pledge
Agreement, dated as of March 25, 1993, as amended and restated as of August 26,
1994, among the Security Insurer, OFL and the Collateral Agent, relating to the
stock of each of OGP I, OGP II and the Seller, as the same may be amended from
time to time.

TRUST: The trust created by this Agreement, the estate of which
consists of the Trust Property.

TRUST ACCOUNTS: The Collection Account, the Subcollection Account,
the Lockbox Account, the Pre-Funding Account, the Reserve Account, the
Certificate Distribution Account and the Note Distribution Account.

TRUST PROPERTY: The property and proceeds of every description
conveyed pursuant to Section 2.5 hereof and Sections 2.1 and 2.4 of the Sale and
Servicing Agreement, together with the Certificate Policy and the Trust Accounts
(including all Eligible Investments therein and all proceeds therefrom).

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."

-5-

<PAGE>

To the extent that definitions are contained in this Agreement, or in any such
certificate or other document, such definitions shall control.

SECTION 1.3. CALCULATIONS. All calculations of the amount of
interest accrued on the Certificates shall be made on the basis of a 360-day
year consisting of twelve 30-day months.

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.

(a) Except as expressly provided herein, any action that may be taken
by the Certificateholders under this Agreement may be taken by a majority of
each class affected, with the Class A Certificateholders and the Class GP
Certificateholders voting together, unless the action proposed affects only one
class or unless this Agreement provides that the vote with respect to the matter
may be taken by only one class, in which case only the vote of the affected
class shall be required. Except as expressly provided herein, any written
notice or consent of the Class A Certificateholders or the Class GP
Certificateholders delivered pursuant to this Agreement shall be effective for
such class if signed by Holders of the Class A Certificates or the Class GP
Certificates, as the case may be, evidencing not less than a majority of the
Certificate Balance represented by the Class A Certificates or a majority of the
Certificate Balance represented by the Class GP Certificates, respectively, at
the time of the delivery of such notice.

(b) 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 Class A Certificateholders, any Class A Certificate registered
in the name of OGP I, OGP II, OFL or any Affiliate thereof shall be deemed not
to be outstanding and the Certificate Balance represented thereby shall not be
taken into account in determining whether the requisite percentage of the
Certificate Balance necessary to effect any such action or consent has been
obtained; PROVIDED, HOWEVER, that, solely for the purpose of determining whether
the Owner Trustee is entitled to rely upon any such action or consent, only
Class A Certificates which the Owner Trustee knows to be so owned shall be so
disregarded.

SECTION 1.6. 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, the Class A Certificateholders (or any similar or analogous

-6-

<PAGE>

determination), such determination shall be made without taking into account the
insurance provided by the Policies.

ARTICLE II

CREATION OF TRUST

SECTION 2.1. CREATION OF TRUST. There is hereby formed a trust to be
known as "Olympic Automobile Receivables Trust, 1996-C," in which name the Trust
may conduct business, make and execute contracts and other instruments and sue
and be sued.

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

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

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

(ii) with the proceeds of the sale of the Notes and the
Certificates, to fund the Pre-Funding Account and the Reserve Account, to
pay the organizational, start-up and transactional expenses of the Trust
and to pay the balance to the Seller pursuant to the Sale and Servicing
Agreement;

(iii) to assign, grant, transfer, pledge, mortgage and convey
the Trust Property, other than the Certificate Policy, to the Indenture
Collateral Agent pursuant to the Indenture for the benefit of the Security
Insurer and the Indenture Trustee on behalf of the Noteholders and to hold,
manage and distribute to the Certificateholders pursuant to the terms of
the Sale and Servicing Agreement any portion of the Trust Property released
from the Lien of, and remitted to the Trust pursuant to, the Indenture;

(iv) to enter into and perform its obligations under the Related
Documents to which it is to be a party;

(v) to engage in those activities, including entering into
agreements, that are necessary, suitable or convenient to accomplish the
foregoing or are incidental thereto or connected therewith; and

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

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

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

SECTION 2.5. INITIAL CAPITAL CONTRIBUTION OF TRUST ESTATE. The
Depositor hereby sells, assigns, transfers, conveys and sets over to the Owner
Trustee, as of the date hereof, the sum of $10. The Owner Trustee hereby
acknowledges receipt in trust from the Depositor, as of the date hereof, of the
foregoing contribution, which shall constitute the initial Trust Property and
shall be deposited in the Certificate Distribution Account. The Depositor shall
pay organizational expenses of the Trust as they may arise or shall, upon the
request of the Owner Trustee, promptly reimburse the Owner Trustee for any such
expenses paid by the Owner Trustee.

SECTION 2.6. DECLARATION OF TRUST. The Owner Trustee hereby declares
that it will hold the Trust Property in trust upon and subject to the conditions
set forth herein for the use and benefit of the Owners, subject to the interests
and rights in the Trust Property granted to other Persons by the Related
Documents. It is the intention and agreement of the parties hereto that the
Trust constitutes a business trust under the Business Trust Statute and that
this Agreement constitutes the governing instrument of such business trust. It
is the intention and agreement of the parties hereto that, solely for income and
franchise tax purposes, the Trust shall be treated as a partnership. The
parties agree that, unless otherwise required by appropriate tax authorities,
the Trust will file or cause to be filed annual or other necessary returns,
reports and other forms consistent with the characterization of the Trust as a
partnership for such tax purposes. On the date hereof, the Owner Trustee shall
file the Certificate of Trust required by Section 3810(a) of the Business Trust
Statute in the Office of the Secretary of State. Effective as of the date
hereof, the Owner Trustee shall have all rights, powers and duties set forth
herein and in the Business Trust Statute with respect to accomplishing the
purposes of the Trust.

SECTION 2.7. LIABILITY OF THE OWNERS.

(a) Each of OGP I and OGP II shall be liable directly to indemnify
each injured party for all losses, claims, damages, liabilities and expenses of
the

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Trust, to the extent not paid out of the Trust Property, to the extent that such
Person would be liable if the Trust were a partnership under the Delaware
Revised Uniform Limited Partnership Act and such Person were a general partner;
PROVIDED, HOWEVER, that neither OGP I nor OGP II shall be liable for any losses
incurred by a Certificate Owner in the capacity of an investor in the
Certificates or a Note Owner in the capacity of an investor in the Notes;
PROVIDED, FURTHER, that neither OGP I nor OGP II shall be liable to indemnify
any injured party if such party has agreed that its recourse against the Trust
for any obligation or liability of the Trust to such party shall be limited to
the assets of the Trust. In addition, any third party creditors of the Trust
(other than in connection with the obligations described in the provisos to the
preceding sentence for which neither OGP I nor OGP II shall be liable) shall be
deemed third party beneficiaries of this paragraph. The obligations of OGP I
and OGP II under this paragraph shall be evidenced by Class GP Certificates as
described in Section 3.4(i), which for purposes of the Business Trust Statute
shall be deemed to be separate classes of Certificates from the Class A
Certificates.

(b) No Owner, other than to the extent set forth in paragraph (a),
shall have any personal liability for any liability or obligation of the Trust
or by reason of any action taken by the parties to this Agreement pursuant to
any provisions of this Agreement or any Related Document.

SECTION 2.8. TITLE TO TRUST PROPERTY.

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

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

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

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SECTION 2.10. REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR, OGP I
AND OGP II. By execution of this Agreement, each of the Depositor, OGP I and
OGP II makes the following representations and warranties with respect to itself
on which the Owner Trustee relies in accepting the Trust Property in trust and
issuing the Certificates and upon which the Security Insurer relies in issuing
the Policies.

(a) ORGANIZATION AND GOOD STANDING. It 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 as such business is
currently conducted and is proposed to be conducted pursuant to this Agreement
and the Related Documents.

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

(c) POWER AND AUTHORITY. It has the power and authority to execute
and deliver this Agreement and its Related Documents and to perform its
obligations pursuant thereto; and the execution, delivery and performance of
this Agreement and its Related Documents have been duly authorized by all
necessary corporate action.

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

(e) NO VIOLATION. The consummation of the transactions contemplated
by this Agreement and its Related Documents and the fulfillment of its
obligations under this Agreement and its Related Documents shall not conflict
with, result in any breach of any of the terms and provisions of or constitute
(with or without notice, lapse of time or both) a default under, its certificate
of incorporation or by-laws, or any indenture, agreement, mortgage, deed of
trust or other instrument to which it 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, or violate any law, order, rule or regulation applicable to
it of any court or of any federal or state regulatory body, administrative
agency or other governmental instrumentality having jurisdiction over it or any
of its properties.

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

SECTION 2.11. FEDERAL INCOME TAX ALLOCATIONS. Net income of the
Trust for any month as determined for Federal income tax purposes (and each item
of income, gain, loss and deduction entering into the computation thereof) shall
be allocated:

(a) among the Class A Certificateholders as of the first Record
Date following the end of such month, in proportion to their ownership of
principal amount of Class A Certificates on such date, an amount of net
income up to the sum of (i) the Class A Certificateholders' Interest
Distributable Amount for such month, (ii) the portion of the market
discount on the Receivables accrued during such month that is allocable to
the excess of the initial aggregate principal amount of the Class A
Certificates over their initial aggregate issue price, and (iii) any
Certificate Prepayment Premium distributable to the Class A
Certificateholders with respect to such month; and

(b) next, to the Class GP Certificateholders pro rata in
accordance with their respective proportion of the Certificate Balance
represented thereby to the extent of any remaining net income.

If the net income of the Trust for any month is insufficient for the allocations
described in clause (a) above, subsequent net income shall first be allocated to
make up such shortfall before being allocated as provided in clause (b). Net
losses of the Trust, if any, for any month as determined for Federal income tax
purposes (and each item of income, gain, loss and deduction entering into the
computation thereof) shall be allocated to the Class GP Certificateholders to
the extent the Class GP Certificateholders are reasonably expected to bear the
economic burden of such net losses, then net losses shall be allocated among the
Certificateholders as of the first Record Date following the end of such month
in proportion to their ownership of principal amount of the Certificates on such
Record Date. Notwithstanding anything in this Agreement to the contrary, the
Class GP Certificateholders shall be allocated an aggregate of at least 1% of
each item of income, profit, gain or loss of the Trust. The General Partners
are authorized to modify the allocations in this paragraph if necessary or
appropriate, in their sole discretion, for the allocations to reflect fairly the
economic income, gain or loss to the Class GP Certificateholders or

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the Certificateholders, or to comply with the provisions of the Code and the
accompanying Treasury Regulations.

SECTION 2.12. COVENANTS OF THE GENERAL PARTNERS. Each General
Partner agrees and covenants for the benefit of each Owner, the Security Insurer
and the Owner Trustee, during the term of this Agreement, and to the fullest
extent permitted by applicable law, that:

(a) it shall not (i) assign, sell, convey, pledge, transfer,
reconvey, cancel, forgive, compromise or otherwise dispose of the Demand
Note held by it, in whole or in part, (ii) make any distribution other than
to the Trust or unless the aggregate net worth of the General Partner
following such distribution shall be at least equal to the Minimum Net
Worth or (iii) except as specifically permitted by this Agreement, sell,
transfer, assign, give or encumber by operation of law or otherwise any of
its assets;

(b) it shall not sell, assign, transfer, give or encumber, by
operation of law or otherwise, in whole or in part, the interest evidenced
by its Class GP Certificates;

(c) it shall not create, incur or suffer to exist any
indebtedness or engage in any business, except, in each case, as permitted
by its certificate of incorporation and the Related Documents;

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

(e) it shall obtain from each counterparty to each Related
Document to which it or the Trust is a party and each other agreement
entered into on or after the date hereof to which it or the Trust is a
party, an agreement by each such counterparty that prior to the occurrence
of the event specified in Section 9.1(e) such counterparty shall not
institute against, or join any other Person in instituting against, it or
the Trust, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings or other similar proceedings under the laws of the
United States or any state of the United States;

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(f) it shall not, for any reason, withdraw or attempt to
withdraw from this Agreement, dissolve, institute proceedings for it to be
adjudicated a bankrupt or insolvent, or consent to the institution of
bankruptcy or insolvency proceedings against it, or file a petition seeking
or consenting to reorganization or relief under any applicable federal or
state law relating to bankruptcy, or consent to the appointment of a
receiver, liquidator, assignee, trustee, sequestrator (or other similar
official) of it or a substantial part of its property, or make any
assignment for the benefit of creditors, or admit in writing its inability
to pay its debts generally as they become due, or declare or effect a
moratorium on its debt or take any action in furtherance of any such
action.

SECTION 2.13. COVENANTS OF THE CERTIFICATE OWNERS. Each Certificate
Owner by becoming a beneficial owner of the Book-Entry Certificate agrees:

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

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

(c) if such Owner is other than an individual or other entity
holding its Certificate through a broker who reports securities sales on
Form 1099-B, to notify the Owner Trustee of any transfer by it of a
Certificate in a taxable sale or exchange, within 30 days of the date of
the transfer.

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

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declare or effect a moratorium on its debt or take any action in
furtherance of any such action.

ARTICLE III

THE CERTIFICATES

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

SECTION 3.2. THE CERTIFICATES. Class A Certificates, in an aggregate
principal amount of $64,597,000, shall be issued in denominations of $1,000
initial principal amount and integral multiples thereof. One Class GP
Certificate shall be issued to each of OGP I and OGP II pursuant to
Section 3.4(i) having a denomination of $327,000 in the case of OGP I and
$326,000 in the case of OGP II, representing in the aggregate at least 1% of the
initial Certificate Balance. The Certificates shall be executed on behalf of
the Owner Trustee by manual or facsimile signature of any authorized signatory
of the Owner Trustee having such authority under the Owner Trustee's seal
imprinted or otherwise affixed thereon and attested on behalf of the Owner
Trustee by the manual or facsimile signature of any authorized signatory of the
Owner Trustee. Certificates bearing the manual or facsimile signatures of
individuals who were, at the time when such signatures were affixed, authorized
to sign on behalf of the Owner Trustee shall be validly issued and entitled to
the benefits of this Agreement, notwithstanding that such individuals or any of
them have ceased to be so authorized prior to the authentication and delivery of
such Certificates.

SECTION 3.3. AUTHENTICATION OF CERTIFICATES. Simultaneously with the
sale, assignment and transfer to the Trust of the Initial Receivables and the
delivery to the Owner Trustee of the Receivable Files and the other Trust
Property pursuant to the Sale and Servicing Agreement, the Owner Trustee shall
cause Class A Certificates and Class GP Certificates in authorized denominations
in an aggregate principal amount equal to the Certificate Balance to be executed
on behalf of the Trust, authenticated and delivered to or upon the order of the
Depositor. No Certificate shall entitle its holder to any benefit under this
Agreement, or shall be valid for any purpose, unless there shall appear on such
Certificate a certificate of authentication substantially in the form set forth
in (i) Exhibit B-1 and Exhibit B-2, as applicable, executed by the Owner Trustee
or the Authentication Agent, by manual or facsimile signature; such
authentication shall constitute conclusive evidence that such Certificate shall
have been duly authenticated and delivered hereunder. Mellon Bank (DE),
National Association is hereby initially appointed Authentication Agent. All
Certificates shall be dated the date of their authentication.

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SECTION 3.4. REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES.

(a) The Certificate Registrar shall maintain, or cause to be
maintained, at the office or agency maintained pursuant to Section 3.8, a
Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Owner Trustee shall provide for the registration of Certificates
and of transfers and exchanges of Certificates as provided in this Agreement.
Mellon Bank (DE), National Association is hereby initially appointed Certificate
Registrar for the purpose of registering Certificates and transfers and
exchanges of Certificates as provided in this Agreement.

(b) Upon surrender for registration of transfer of any Certificate at
the office or agency maintained pursuant to Section 3.8, the Owner Trustee shall
execute, authenticate and deliver (or shall cause the Authentication Agent to
authenticate and deliver), in the name of the designated transferee or
transferees, one or more new Certificates in authorized denominations of a like
class and aggregate proportion of Certificate Balance dated the date of
authentication by the Owner Trustee or any authenticating agent. At the option
of a Holder, Certificates may be exchanged for other Certificates of the same
class in authorized denominations of a like aggregate amount upon surrender of
the Certificates to be exchanged at the office or agency maintained pursuant to
Section 3.8.

(c) Every Certificate presented or surrendered for registration of
transfer or exchange shall be accompanied by a written instrument of transfer in
form satisfactory to the Owner Trustee and the Certificate Registrar duly
executed by the Holder or his attorney duly authorized in writing. Each
Certificate surrendered for registration of transfer or exchange shall be
canceled and subsequently disposed of by the Owner Trustee in accordance with
its customary practice.

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

(e) Except as provided in paragraphs (g) and (i) below, the Book-
Entry Certificates shall at all times remain registered in the name of the
Depository or its nominee and at all times: (i) registration of the Book-Entry
Certificates may not be transferred by the Owner Trustee except to a successor
depository designated pursuant to paragraph (f) below; (ii) the Depository shall
maintain book-entry records with respect to the Certificate Owners and with
respect to ownership and transfers of such Certificates; (iii) ownership and
transfers of registration of the Book-Entry Certificates on the books of the
Depository shall be governed by applicable rules established by the Depository;
(iv) the Depository may collect its usual and customary fees, charges and
expenses from its Depository Participants; (v) the Owner Trustee shall deal with
the Depository, Depository Participants and indirect participating firms as
representatives of the Certificate Owners for purposes

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of exercising the rights of Holders under this Agreement (and requests and
directions for and votes of such representatives shall not be deemed to be
inconsistent if they are made with respect to different Certificate Owners);
(vi) the Owner Trustee may rely and shall be fully protected in relying upon
information furnished by the Depository with respect to its Depository
Participants and furnished by the Depository Participants with respect to
indirect participating firms and persons shown on the books of such indirect
participating firms as direct or indirect Certificate Owners; and (vii)
Certificate Owners may receive copies of any reports sent to Certificateholders
pursuant to this Agreement, upon written request, together with a certification
that they are Certificate Owners and payment of reproduction and postage
expenses associated with the distribution of such reports, from the Owner
Trustee at the Corporate Trust Office.

(f) If the Administrator, the Servicer or the Depository advises the
Owner Trustee in writing that the Depository is no longer willing or able
properly to discharge its duties as Depository, the Owner Trustee shall so
notify the Depository and demand the return of all Certificates held by the
Depository. The Certificate Registrar shall thereupon register the transfer of
such Certificates to a successor Depository named by the Seller and acceptable
to the Servicer, the Owner Trustee and the Security Insurer.

(g) If (x)(i) the Administrator, the Servicer or the Depository
advises the Owner Trustee in writing that the Depository is no longer willing or
able properly to discharge its responsibilities as Depository, and (ii) the
Administrator, the Seller or the Servicer is unable to locate a qualified
successor, (y) the Administrator at its sole option advises the Owner Trustee in
writing that it elects to terminate the book-entry system through the
Depository, or (z) upon the occurrence of a Servicer Termination Event,
Certificateholders representing a majority of the Certificate Balance advise the
Owner Trustee through the Depository that the continuation of a book-entry
system is no longer in the best interests of the Certificate Owners, the Owner
Trustee shall notify all Certificate Owners through the Depository of the
occurrence of any such event and of the availability of definitive, fully
registered Certificates (the "Definitive Certificates") to Certificate Owners
requesting the same. Upon surrender to the Owner Trustee of the Certificates by
the Depository, accompanied by registration instructions from the Depository for
registration of transfer, the Owner Trustee shall issue the Definitive
Certificates in accordance with such instructions. Neither the Certificate
Registrar nor the Owner Trustee shall be liable for any delay in delivery of
such instructions and may conclusively rely on, and shall be protected in
relying on, such instructions. The Seller shall pay all expenses incurred in
connection with the notification of Certificate Owners and the issuance of
Definitive Certificates hereunder. Upon the issuance of Definitive
Certificates, the Owner Trustee shall recognize the Holders of the Definitive
Certificates as Certificateholders hereunder.

(h) On or prior to the Closing Date, there shall be delivered by or
on behalf of the Trust to the Depository one typewritten Class A Certificate
registered in

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the name of the Depository's nominee, Cede & Co. The total face amounts of the
Class A Certificate shall represent (together with the Class GP Certificates
issued to OGP I and OGP II pursuant to Section 3.4(i)) 100% of the Certificate
Balance as of the Closing Date. If, however, the aggregate principal amount of
the Class A Certificates exceeds $200,000,000, Class A Certificates will be
issued with respect to each $200,000,000 of principal amount, and an additional
Class A Certificate will be issued with respect to any remaining principal
amount in respect of the Class A Certificates. Each such Class A Certificate
registered in the name of the Depository's nominee shall bear the following
legend:

"Unless this Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation
("DTC"), to the Owner Trustee or its agent for registration of
transfer, exchange or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as
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 since
the registered owner hereof, Cede & Co., has an interest herein."

(i) On the Closing Date, OGP I and OGP II shall purchase for adequate
consideration and thereafter shall retain beneficial and record ownership
of Class GP Certificates representing in the aggregate at least 1% of the
initial Certificate Balance, which Class GP Certificates shall be issued in
definitive form. The Class GP Certificates shall be non-transferable, and any
attempted transfer of Class GP Certificates shall be void; PROVIDED, HOWEVER,
that a Class GP Certificate may be transferred to a successor General Partner as
provided in Section 9.2. The Owner Trustee shall cause any Class GP Certificate
to contain a legend stating "THIS CERTIFICATE IS NOT TRANSFERABLE, EXCEPT UNDER
THE LIMITED CONDITIONS SPECIFIED IN THE TRUST AGREEMENT."

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

SECTION 3.5. MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES. If
(a) any mutilated Certificate is surrendered to the Certificate Registrar, or
the Certificate Registrar receives evidence to its satisfaction of the
destruction, loss or theft of any Certificate, and (b) there is delivered to the
Certificate Registrar, the

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Owner Trustee and (unless an Insurer Default shall have occurred and be
continuing) the Security Insurer such security or indemnity as may be required
by them to save each of them harmless, then, in the absence of notice to the
Certificate Registrar or the Owner Trustee that such Certificate has been
acquired by a bona fide purchaser, the Owner Trustee on behalf of the Trust
shall execute, authenticate and deliver (or the Authentication Agent shall
authenticate and deliver), in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like tenor and
portion of Certificate Balance. In connection with the issuance of any new
Certificate under this Section 3.5, the Owner Trustee may require the payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and
expenses of the Owner Trustee and the Certificate Registrar) connected
therewith. Any duplicate Certificate issued pursuant to this Section 3.5 shall
constitute conclusive evidence of ownership in the Trust, as if originally
issued, whether or not the lost, stolen or destroyed Certificate shall be found
at any time.

SECTION 3.6. PERSONS DEEMED OWNERS. Prior to due presentation of a
Certificate for registration of transfer, the Owner Trustee, the Certificate
Registrar, the Security Insurer and any agent of the Owner Trustee, the
Certificate Registrar or the Security Insurer 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 5.2 and for all other purposes
whatsoever, and neither the Owner Trustee, the Certificate Registrar, the
Security Insurer nor any agent of the Owner Trustee, the Certificate Registrar
or the Security Insurer shall be affected by any notice to the contrary.

SECTION 3.7. ACCESS TO LIST OF CERTIFICATEHOLDERS' NAMES AND
ADDRESSES. The Owner Trustee shall furnish or cause to be furnished to the
Servicer or (unless an Insurer Default shall have occurred and be continuing)
the Security Insurer, within 15 days after receipt by the Owner Trustee of a
written request therefor from such party, a list, in such form as such party
may reasonably require, of the names and addresses of the Certificateholders
as of the most recent Record Date for payment of distributions to
Certificateholders. If Definitive Certificates have been issued and three or
more Certificateholders, or one or more Certificateholders evidencing not
less than 25% of the Certificate Balance (hereinafter referred to as
"Applicants"), apply in writing to the Owner Trustee, and such application
states that the Applicants desire to communicate with other Certificateholders
with respect to their rights under this Agreement or under the Certificates
and is accompanied by a copy of the communication that such Applicants
propose to transmit, then the Owner Trustee shall, within five Business Days
after the receipt of such application, afford such Applicants access, during
normal business hours, to the current list of Certificateholders. Every
Certificateholder, by receiving and holding a Certificate, agrees that none
of the Servicer, the Owner Trustee or the Security Insurer, nor any agent
thereof, shall be held accountable by reason of the disclosure of any such
information as to the

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names and addresses of the Certificateholders under this Agreement, regardless
of the source from which such information was derived.

SECTION 3.8. MAINTENANCE OF OFFICE OR AGENCY. The Owner Trustee
shall maintain in Wilmington, Delaware, an office or offices or agency or
agencies where Certificates may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Owner Trustee in respect
of the Certificates and the Related Documents may be served. The Owner Trustee
initially designates Mellon Bank (DE), National Association, 2 Mellon Bank
Center, Pittsburgh, PA 15259 as its principal corporate trust office for such
purposes. The Owner Trustee shall give prompt written notice to the Depositor,
the Security Insurer and to the Certificateholders of any change in the location
of the Certificate Register or any such office of agency.

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

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ARTICLE IV

ACTIONS BY OWNER TRUSTEE

SECTION 4.1. RESTRICTION ON POWER OF CERTIFICATE OWNER. No
Certificate Owner shall have any right to vote or in any manner otherwise
control the operation and management of the Trust except as expressly provided
in this Agreement.

SECTION 4.2. PRIOR NOTICE TO CERTIFICATEHOLDERS WITH RESPECT TO
CERTAIN MATTERS. The Owner Trustee shall not take any of the following actions,
unless at least 30 days before the taking of such action, the Owner Trustee
shall have notified the Certificateholders in writing of the proposed action and
the Certificateholders shall not have notified the Owner Trustee in writing
prior to the 30th day after such notice is given that such Certificateholders
have withheld consent or provided alternative direction:

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

(b) the amendment of the Indenture by a supplemental indenture
in circumstances where the consent of any Noteholder is required unless
such amendment would not, based upon an Opinion of Counsel on which the
Owner Trustee may rely, materially and adversely affect the interests of
the Certificate Owners; or

(c) the amendment, change or modification of the Administration
Agreement, unless such amendment would not, based upon an Opinion of
Counsel on which the Owner Trustee may rely, materially and adversely
affect the interests of the Certificate Owners.

SECTION 4.3. ACTION BY CERTIFICATE OWNERS WITH RESPECT TO BANKRUPTCY.
The Owner Trustee shall not have the power to commence a voluntary proceeding in
bankruptcy relating to the Trust without the prior written consent of the
Security Insurer and the unanimous prior approval of all Class A Certificate
Owners and the delivery to the Owner Trustee by each such Class A Certificate
Owner of a certificate certifying that such Class A Certificate Owner reasonably
believes that the Trust is insolvent.

SECTION 4.4. RESTRICTIONS ON CERTIFICATE OWNERS' POWER. No
Certificateholder shall have any right by virtue or by availing itself of any
provisions of this Agreement to institute any suit, action, or proceeding in
equity or at law upon or under or with respect to this Agreement or any Related
Document, unless the Class A Certificateholders are the Instructing Party
pursuant to Section 6.3

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and unless a Class A Certificateholder previously shall have given to the Owner
Trustee a written notice of default and of the continuance thereof, as provided
in this Agreement, and also unless Class A Certificateholders evidencing not
less than 25% of the Certificate Balance represented by the Class A Certificates
shall have made written request upon the Owner Trustee to institute such action,
suit or proceeding in its own name as Owner Trustee under this Agreement and
shall have offered to the Owner Trustee such reasonable indemnity as it may
require against the costs, expenses and liabilities to be incurred therein or
thereby, and the Owner Trustee, for 30 days after its receipt of such notice,
request, and offer of indemnity, shall have neglected or refused to institute
any such action, suit, or proceeding, and during such 30-day period no request
or waiver inconsistent with such written request has been given to the Owner
Trustee pursuant to and in compliance with this Section or Section 6.3; it being
understood and intended, and being expressly covenanted by each
Certificateholder with every other Certificateholder and the Owner Trustee, that
no one or more Holders of Certificates shall have any right in any manner
whatever by virtue or by availing itself or themselves of any provisions of this
Agreement to affect, disturb, or prejudice the rights of the Holders of any
other of the Certificates, or to obtain or seek to obtain priority over or
preference to any other such Holder, or to enforce any right under this
Agreement, except in the manner provided in this Agreement and for the equal,
ratable, and common benefit of all Certificateholders. For the protection and
enforcement of the provisions of this Section 4.4, each and every
Certificateholder and the Owner Trustee shall be entitled to such relief as can
be given either at law or in equity. Nothing in this Agreement shall be
construed as giving the Certificateholders any right to make a claim under the
Certificate Policy.

SECTION 4.5. RIGHTS OF SECURITY INSURER. Notwithstanding anything to
the contrary in the Related Documents, without the prior written consent of the
Security Insurer (so long as no Insurer Default shall have occurred and be
continuing), the Owner Trustee shall not (i) remove the Administrator, the
Servicer or the Backup Servicer, (ii) initiate any claim, suit or proceeding by
the Trust or compromise any claim, suit or proceeding brought by or against the
Trust, (iii) authorize the merger or consolidation of the Trust with or into any
other business trust or other entity (other than in accordance with Section 3.10
of the Indenture) or (iv) amend the Certificate of Trust.

ARTICLE V

APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

SECTION 5.1. TRUST ACCOUNTS.

(a) The Owner Trustee, for the benefit of the Certificateholders,
shall establish and maintain the Certificate Distribution Account in the name of
the Trust for the benefit of the Certificateholders. The Certificate
Distribution Account

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shall be an Eligible Account and initially shall be a segregated trust account
established with the Owner Trustee and maintained with the Owner Trustee.

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

(c) All amounts held in the Certificate Distribution Account shall,
to the extent permitted by applicable laws, rules and regulations, be invested,
by the Owner Trustee, in Eligible Investments that mature not later than one
Business Day prior to the Distribution Date for the Monthly Period to which such
amounts relate. Investments in Eligible Investments shall be made in the name
of the Trust, and such investments shall not be sold or disposed of prior to
their maturity. Any investment of funds in the Certificate Distribution Account
shall be made in Eligible Investments held by a financial institution in
accordance with the following requirements: (a) all Eligible Investments shall
be held in an account with such financial institution in the name of the
Indenture Trustee, (b) with respect to securities held in such account, such
securities shall be (i) certificated securities (as such term is used in N.Y.
UCC Section 8-313(d)(i), securities deemed to be certificated securities under
applicable regulations of the United States government, or uncertificated
securities issued by an issuer organized under the laws of the State of New York
or the State of Delaware, (ii) either (A) in the possession of such institution,
(B) in the possession of a clearing corporation (as such term is used in Minn.
Stat. Section 336.8-313) in the State of New York, registered in the name of
such clearing corporation or its nominee, not endorsed for collection or
surrender or any other purpose not involving transfer, not containing any
evidence of a right or interest inconsistent with the Indenture Trustee's
security interest therein, and held by such clearing corporation in an account
of such institution, (C) held in an account of such institution with the Federal
Reserve Bank of New York or the Federal Reserve Bank of Minneapolis, or (D) in
the case of uncertificated securities, issued in the name of such institution,
and (iii) identified, by book entry or otherwise, as held for the account of, or
pledged to, the Indenture Trustee on the records of such institution, and such
institution shall have sent the Indenture Trustee a confirmation thereof,
(c) with respect to repurchase obligations held in such account, such repurchase
obligations shall be identified by such institution, by book entry or otherwise,
as held for the account of, or pledged to, the Indenture Trustee on the records
of such institution, and the related securities shall be held in accordance with
the requirements of clause (b) above, and (d) with respect to other Eligible
Investments other than securities and repurchase agreements, such Eligible
Investments shall be held in a manner acceptable to the Indenture Collateral
Agent. Subject to the other provisions hereof, the Owner Trustee shall have
sole control

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over each such investment and the income thereon, and any certificate or other
instrument evidencing any such investment, if any, shall be delivered directly
to the Owner Trustee or its agent, together with each document of transfer, if
any, necessary to transfer title to such investment to the Owner Trustee in a
manner which complies with this Section 5.1. All interest, dividends, gains
upon sale and other income from, or earnings on investment of funds in the
Certificate Distribution Account shall be distributed on the next Distribution
Date pursuant to Section 4.6 of the Sale and Servicing Agreement. The Servicer
shall deposit in the Certificate Distribution Account an amount equal to any net
loss on such investments immediately as realized.

SECTION 5.2. APPLICATION OF FUNDS IN CERTIFICATE DISTRIBUTION
ACCOUNT.

(a) On each Distribution Date the Owner Trustee will, based on the
information contained in the Servicer's Certificate delivered on the related
Determination Date pursuant to Section 3.9 of the Sale and Servicing Agreement,
distribute to Certificateholders, to the extent of the funds available, amounts
deposited in the Certificate Distribution Account pursuant to Sections 4.6, 4.7,
and 5.3 of the Sale and Servicing Agreement on such Distribution Date in the
following order of priority:

(i) first, from the amounts deposited in the Certificate
Distribution Account pursuant to Section 4.6 or Section 5.3 of the Sale and
Servicing Agreement, to the Certificateholders, on a pro rata basis, an
amount equal to the Certificateholders' Interest Distributable Amount;

(ii) second, from the amounts deposited in the Certificate
Distribution Account pursuant to Section 4.6 or Section 5.3 of the Sale and
Servicing Agreement, to the Certificateholders, on a pro rata basis, an
amount equal to the Certificateholders' Principal Distributable Amount; and

(iii)third, from the amounts, if any, deposited in the
Certificate Distribution Account pursuant to Section 4.7(b) of the Sale and
Servicing Agreement, to the Certificateholders, on a pro rata basis, an
amount equal to the Certificate Prepayment Amount; and from amounts, if
any, deposited in the Certificate Distribution Account pursuant to Section
4.7(c) of the Sale and Servicing Agreement, to the Certificateholders, on a
pro rata basis, an amount equal to the Certificate Prepayment Premium.

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

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

(ii) second, to the Certificateholders, on a pro rata basis, for
amounts due and unpaid on the Certificates for principal.

(c) On the Distribution Date on which Insolvency Proceeds are
deposited in the Certificate Distribution Account pursuant to Section 9.1(b) of
the Sale and Servicing Agreement (or on the Distribution Date immediately
following such deposit if such proceeds are not deposited in the Certificate
Distribution Account on a Distribution Date), the Owner Trustee will distribute
the Insolvency Proceeds so deposited in the Certificate Distribution Account
taking into account any concurrent distribution made pursuant to Section 5.2(a):

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

(ii) second, to the Certificateholders, on a pro rata basis, for
amounts due and unpaid on the Certificates for principal.

(d) On the Distribution Date following the date on which the
Indenture Trustee makes payments of money or property in respect of liquidation
of the Trust Property pursuant to Section 5.06 of the Indenture and deposits
funds received in connection with such liquidation in the Certificate
Distribution Account, the Owner Trustee will distribute such funds taking into
account any concurrent distribution made pursuant to Section 5.2(a):

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

(ii) second, to the Certificateholders, on a pro rata basis, for
amounts due and unpaid on the Certificates for principal; and

(e) On each Distribution Date, the Owner Trustee shall send to each
Certificateholder the statement required pursuant to Section 4.9 of the Sale and
Servicing Agreement.

(f) In the event that any withholding tax is imposed on the Trust's
payment (or allocations of income) to an Owner, such tax shall reduce the amount
otherwise distributable to the Owner in accordance with this Section. The Owner
Trustee is hereby authorized and directed to retain from amounts otherwise
distributable to the Owners sufficient funds for the payment of any tax that is
legally owed by the Trust (but such authorization shall not prevent the Owner
Trustee from contesting any such tax in appropriate proceedings, and withholding
payment of such tax, if permitted by law, pending the outcome of such
proceedings). The

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amount of any withholding tax imposed with respect to an Owner shall be treated
as cash distributed to such Owner at the time it is withheld by the Trust and
remitted to the appropriate taxing authority. If there is a possibility that
withholding tax is payable with respect to a distribution (such as a
distribution to a non-U.S. Owner), the Owner Trustee may in its sole discretion
withhold such amounts in accordance with this paragraph (f). In the event that
an Owner wishes to apply for a refund of any such withholding tax, the Owner
Trustee shall reasonably cooperate with such Owner in making such claim so long
as such Owner agrees to reimburse the Owner Trustee for any out-of-pocket
expenses incurred.

(g) Any funds remaining in the Certificate Distribution Account after
distribution of all amounts specified in this Section 5.2 shall be distributed
to the General Partners equally.

SECTION 5.3. METHOD OF PAYMENT. Subject to Section 9.1(c),
distributions required to be made to Certificateholders on any Distribution Date
shall be made to each Certificateholder of record on the preceding Record Date
either by wire transfer, in immediately available funds, to the account of such
Holder at a bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have provided to the Certificate Registrar appropriate
written instructions at least five Business Days prior to such Distribution Date
and such Holder's Certificates in the aggregate evidence a denomination of not
less than $1,000,000 (or if such Certificateholder is a Depositor or an
Affiliate thereof), or, if not, by check mailed to such Certificateholder at the
address of such holder appearing in the Certificate Register.

SECTION 5.4. NO SEGREGATION OF MONIES; NO INTEREST. Subject to
Sections 5.1 and 5.2, monies received by the Owner Trustee hereunder need not be
segregated in any manner except to the extent required by law or by the Sale and
Servicing Agreement and may be deposited under such general conditions as may be
prescribed by law, and the Owner Trustee shall not be liable for any interest
thereon.

SECTION 5.5. ACCOUNTING; REPORTS; TAX RETURNS.

(a) The Administrator has agreed pursuant to the Administration
Agreement that the Administrator shall (i) maintain (or cause to be maintained)
the books of the Trust on a calendar year basis on the accrual method of
accounting, (ii) deliver to each Owner, as may be required by the Code and
applicable Treasury Regulations, such information as may be required (including
Schedule K-1) to enable each Owner to prepare its Federal and state income tax
returns, (iii) file or cause to be filed such tax returns relating to the Trust
(including a partnership information return, Form 1065), and direct the Owner
Trustee to make such elections as may from time to time be required or
appropriate under any applicable state or Federal statute or rule or regulation
thereunder so as to maintain the Trust's characterization as a partnership for
Federal income tax purposes, (iv) collect or

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cause to be collected any withholding tax as described in and in accordance with
Section 5.2(c) with respect to income or distributions to Owners and (v) file or
cause to be filed all documents required to be filed by the Trust with the
Securities and Exchange Commission and otherwise take or cause to be taken all
such actions as are notified by the Servicer in writing to the Administrator as
being required for the Trust's compliance with all applicable provisions of
state and federal securities laws.

(b) The Owner Trustee shall make all elections pursuant to this
Section 5.5 only as directed in writing by the General Partners, with the
consent of the Security Insurer. The General Partners hereby direct the Owner
Trustee to elect under Section 1278 of the Code to include in income currently
any market discount that accrues with respect to the Receivables. The Owner
Trustee shall not make the election provided under Section 754 of the Code.

(c) Upon the direction of OGP I, the Owner Trustee shall sign on
behalf of the Trust the tax returns of the Trust, unless applicable law requires
an Owner to sign such documents, in which case such documents shall be signed by
OGP I. In signing any tax return of the Trust, the Owner Trustee shall rely
entirely upon, and shall have no liability for, information or calculations
provided by OGP I.

(d) OGP I shall be the "tax matters partner" of the Trust pursuant to
the Code.

ARTICLE VI

AUTHORITY AND DUTIES OF OWNER TRUSTEE

SECTION 6.1. GENERAL AUTHORITY. The Owner Trustee is authorized and
directed to execute and deliver the Related Documents to which the Trust is to
be a party and each certificate or other document attached as an exhibit to or
contemplated by the Related Documents to which the Trust is to be a party and
any amendment thereto, and on behalf of the Trust, to direct the Indenture
Trustee to authenticate and deliver the Class A-1 Notes in the aggregate
principal amount of $76,850,000, the Class A-2 Notes in the aggregate principal
amount of $225,000,000, the Class A-3 Notes in the aggregate principal amount of
$120,000,000, the Class A-4 Notes in the aggregate principal amount of
$160,000,000, and the Class A-5 Notes in the aggregate principal amount of
$77,900,000. In addition to the foregoing, the Owner Trustee is authorized, but
shall not be obligated, to take all actions required of the Trust pursuant to
the Related Documents. The Owner Trustee is further authorized, on behalf of
the Trust, to enter into the Administration Agreement, to appoint, with the
consent of the Security Insurer, a successor Administrator and to take from time
to time such action as the Instructing Party recommends with respect to the
Related Documents so long as such actions are consistent with the terms of the
Related Documents.

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SECTION 6.2. GENERAL DUTIES. It shall be the duty of the Owner
Trustee to discharge (or cause to be discharged through the Administrator or
such agents as shall be appointed with the consent of the Security Insurer) all
of its responsibilities pursuant to the terms of this Agreement and the Related
Documents and to administer the Trust in the interest of the Owners, subject to
the Related Documents and in accordance with the provisions of this Agreement.
Notwithstanding the foregoing, the Owner Trustee shall be deemed to have
discharged its duties and responsibilities hereunder and under the Related
Documents to the extent the Administrator has agreed in the Administration
Agreement to perform any act or to discharge any duty of the Owner Trustee
hereunder or under any Related Document, and the Owner Trustee shall not be
liable for the default or failure of the Administrator to carry out its
obligations under the Administration Agreement. Notwithstanding anything herein
or in any Related Document to the contrary, the Owner Trustee shall discharge
its obligations pursuant to Section 5.3 and Section 5.4 of the Sale and
Servicing Agreement directly and not through the Administrator or any agent.

SECTION 6.3. ACTION UPON INSTRUCTION.

(a) Subject to Article IV and the terms of the Spread Account
Agreement, the Security Insurer (so long as an Insurer Default shall not have
occurred and be continuing) or the Class A Certificateholders (if an Insurer
Default shall have occurred and be continuing) (the "Instructing Party") shall
have the exclusive right to direct the actions of the Owner Trustee in the
management of the Trust, so long as such instructions are not inconsistent with
the express terms set forth herein or in any Related Document. The Instructing
Party shall not instruct the Owner Trustee in a manner inconsistent with this
Agreement or the Related Documents.

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

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

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taking such action, not inconsistent with this Agreement or the Related
Documents, as it shall deem to be in the best interests of the Owners, and shall
have no liability to any Person for such action or inaction.

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

SECTION 6.4. NO DUTIES EXCEPT AS SPECIFIED IN THIS AGREEMENT OR IN
INSTRUCTIONS. The Owner Trustee shall not have any duty or obligation to
manage, make any payment with respect to, register, record, sell, dispose of, or
otherwise deal with the Trust Property, or to otherwise take or refrain from
taking any action under, or in connection with, any document contemplated hereby
to which the Trust is a party, except as expressly provided by the terms of this
Agreement (including as provided in Section 6.2) or in any written instruction
received by the Owner Trustee pursuant to Section 6.3; and no implied duties or
obligations shall be read into this Agreement or any Related Document against
the Owner Trustee. The Owner Trustee shall have no responsibility for
preparing, monitoring or filing any financing or continuation statements in any
public office at any time or otherwise to perfect or maintain the perfection of
any security interest or lien granted to it hereunder or to record this
Agreement or any Related Document; however, the Owner Trustee will from time to
time execute and deliver such financing or continuation statements as are
prepared by the Servicer and delivered to the Owner Trustee for its execution on
behalf of the Trust for the purpose of perfecting or maintaining the perfection
of such a security interest or lien or effecting such a recording. The Owner
Trustee nevertheless agrees that it will, at its own cost and expense (and not
at the expense of the Trust), promptly take all action as may be necessary to
discharge any liens on any part of the Trust Property that are attributable to
claims against the Owner Trustee in its individual capacity that are not related
to the ownership or the administration of the Trust Property.

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

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

SECTION 6.7. ADMINISTRATION AGREEMENT.

(a) The Administrator is authorized to execute on behalf of the Trust
all documents, reports, filings, instruments, certificates and opinions as it
shall be the duty of the Trust to prepare, file or deliver pursuant to the
Related Documents. Upon written request, the Owner Trustee shall execute and
deliver to the Administrator a power of attorney appointing the Administrator
its agent and attorney-in-fact to execute all such documents, reports, filings,
instruments, certificates and opinions.

(b) If the Administrator shall resign or be removed pursuant to the
terms of the Administration Agreement, the Owner Trustee may, and is hereby
authorized and empowered to, subject to obtaining the prior written consent of
the Security Insurer, appoint or consent to the appointment of a successor
Administrator pursuant to the Administration Agreement.

(c) If the Administration Agreement is terminated, the Owner Trustee
may, and is hereby authorized and empowered to, subject to obtaining the prior
written consent of the Security Insurer, appoint or consent to the appointment
of a Person to perform substantially the same duties as are assigned to the
Administrator in the Administration Agreement pursuant to an agreement
containing substantially the same provisions as are contained in the
Administration Agreement.

(d) The Owner Trustee shall promptly notify each Owner and the
Security Insurer of any default by or misconduct of the Administrator under the
Administration Agreement of which the Owner Trustee has received written notice
or of which a Responsible Officer has actual knowledge.

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ARTICLE VII

CONCERNING THE OWNER TRUSTEE

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

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

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

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

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

(e) the Owner Trustee shall not be responsible for or in respect
of the validity or sufficiency of this Agreement or for the due execution
hereof by the Depositor, the General Partners or the Security Insurer or
for the form, character, genuineness, sufficiency, value or validity of any
of the Trust Property or for or in respect of the validity or sufficiency
of the Related Documents, other than the certificate of authentication on
the

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Certificates, and the Owner Trustee shall in no event assume or incur any
liability, duty, or obligation to the Security Insurer, the Custodian, the
Indenture Trustee, any Noteholder or to any Owner, other than as expressly
provided for herein and in the Related Documents;

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

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

SECTION 7.2. FURNISHING OF DOCUMENTS. The Owner Trustee shall
furnish to the Owners promptly upon receipt of a written request therefor,
duplicates or copies of all reports, notices, requests, demands, certificates,
financial statements and any other instruments furnished to the Owner Trustee
under the Related Documents unless the Owners have previously received such
items.

SECTION 7.3. REPRESENTATIONS AND WARRANTIES. The Owner Trustee
hereby represents and warrants to the Depositor, the Owners and the Security
Insurer (which shall have relied on such representations and warranties in
issuing the Policies) that:

(a) It is a banking corporation duly organized and validly
existing in good standing under the laws of the State of Delaware. It has
all requisite corporate power and authority and all franchises, grants,
authorizations, consents, orders and approvals from all governmental
authorities necessary to execute, deliver and perform its obligations under
this Agreement and each Related Document to which the Trust is a party.

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

(c) Neither the execution nor the delivery by it of this
Agreement, nor the consummation by it of the transactions contemplated
hereby nor compliance by it with any of the terms or provisions hereof will
contravene any Federal or Delaware law, governmental rule or regulation
governing the banking or trust powers of the Owner Trustee or any judgment
or order binding on it, or constitute any default under its charter
documents or by-laws or any indenture, mortgage, contract, agreement or
instrument to which it is a party or by which any of its properties may be
bound or result in the creation or imposition of any lien, charge or
encumbrance on the Trust Property resulting from actions by or claims
against the Owner Trustee individually which are unrelated to this
Agreement or the Related Documents.

SECTION 7.4. RELIANCE; ADVICE OF COUNSEL.

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

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

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SECTION 7.5. NOT ACTING IN INDIVIDUAL CAPACITY. Except as provided
in this Article VII, in accepting the trusts hereby created Mellon Bank (DE),
National Association acts solely as Owner Trustee hereunder and not in its
individual capacity and all Persons having any claim against the Owner Trustee
by reason of the transactions contemplated by this Agreement or any Related
Document shall look only to the Trust Property for payment or satisfaction
thereof.

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

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

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ARTICLE VIII

COMPENSATION OF OWNER TRUSTEE

SECTION 8.1. OWNER TRUSTEE'S FEES AND EXPENSES. The Owner Trustee
shall receive as compensation for its services hereunder such fees as have been
separately agreed upon before the date hereof between OFL and the Owner Trustee,
and the Owner Trustee shall be entitled to be reimbursed by OFL for its other
reasonable expenses hereunder, including the reasonable compensation, expenses
and disbursements of such agents, representatives, experts and counsel as the
Owner Trustee may employ in connection with the exercise and performance of its
rights and its duties hereunder; PROVIDED, HOWEVER, that the Owner Trustee shall
only be entitled to reimbursement for expenses hereunder to the extent such
expenses (i) are fees of outside counsel engaged by the Owner Trustee in respect
of the performance of its obligations hereunder or (ii) relate to the
performance of its obligations pursuant to Section 5.5 hereof.

SECTION 8.2. INDEMNIFICATION. OFL shall be liable as primary obligor
for, and shall indemnify the Owner Trustee in its individual capacity and its
successors, assigns, agents and servants, and any co-trustee (including William
J. Wade) (collectively, the "Indemnified Parties") from and against, any and all
liabilities, obligations, losses, damages, taxes, claims, actions and suits, and
any and all reasonable costs, expenses and disbursements (including reasonable
legal fees and expenses) of any kind and nature whatsoever (collectively,
"Expenses") which may at any time be imposed on, incurred by, or asserted
against the Owner Trustee or any Indemnified Party in any way relating to or
arising out of this Agreement, the Related Documents, the Trust Property, the
administration of the Trust Property or the action or inaction of the Owner
Trustee hereunder, except only that OFL shall not be liable for or required to
indemnify the Owner Trustee from and against Expenses arising or resulting from
any of the matters described in the third sentence of Section 7.1. The
indemnities contained in this Section shall survive the resignation or
termination of the Owner Trustee or the termination of this Agreement.

SECTION 8.3. NON-RECOURSE OBLIGATIONS. Notwithstanding anything in
this Agreement or any Related Document, the Owner Trustee agrees in its
individual capacity and in its capacity as Owner Trustee for the Trust that all
obligations of the Trust to the Owner Trustee individually or as Owner Trustee
for the Trust shall be recourse to the Trust Property only and specifically
shall not be recourse to the assets of any Owner.

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ARTICLE IX

TERMINATION

SECTION 9.1. TERMINATION OF THE TRUST.

(a) The respective obligations and responsibilities of the Depositor,
the General Partners and the Owner Trustee created by this Agreement and the
Trust created by this Agreement shall terminate upon the latest of (i) the
maturity or other liquidation of the last Receivable (including the purchase as
of any Accounting Date by the Seller or the Servicer at its option of the corpus
of the Trust as described in Section 9.1 of the Sale and Servicing Agreement)
and the subsequent distribution of amounts in respect of such Receivables as
provided in the Related Documents, (ii) the payment to Certificateholders of all
amounts required to be paid to them pursuant to this Agreement and the payment
to the Security Insurer of all amounts payable or reimbursable to it pursuant to
the Sale and Servicing Agreement, or (iii) at the time provided in Section 9.2.
In any case, there shall be delivered to the Owner Trustee, the Indenture
Trustee and the Rating Agencies 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 Section 8.2 shall survive the termination of the Trust.
The Servicer shall promptly notify the Owner Trustee and the Security Insurer of
any prospective termination pursuant to this Section 9.1. Except as provided in
Section 9.2, the bankruptcy, liquidation, dissolution, termination, resignation,
expulsion, withdrawal, death or incapacity of any Owner, shall not (x) operate
to terminate this Agreement or the Trust, nor (y) entitle such Owner's legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of all or any part of the
Trust or Trust Property nor (z) otherwise affect the rights, obligations and
liabilities of the parties hereto.

(b) Except as provided in Section 9.1(a), neither the Depositor nor
any Certificate Owner shall be entitled to revoke or terminate the Trust.

(c) Within five Business Days of receipt of notice of final
distribution on the Certificates from the Seller or the Servicer given pursuant
to Section 9.1 of the Sale and Servicing Agreement, the Owner Trustee shall mail
written notice to the Certificateholders 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 Paying Agent 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

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upon presentation and surrender of the Certificates at the office of the Paying
Agent therein specified. The Owner 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 Indenture Trustee shall make deposits into
the Certificate Distribution Account in accordance with Section 4.6 of the Sale
and Servicing Agreement, or, in the case of an optional purchase of Receivables
pursuant to Section 9.1 of the Sale and Servicing Agreement, shall deposit the
amount specified in Section 9.1 of the Sale and Servicing Agreement. Upon
presentation and surrender of the Certificates, the Paying Agent shall cause to
be distributed to Certificateholders amounts distributable on such Distribution
Date pursuant to Section 5.2.

(d) In the event that all of the Certificateholders shall not
surrender their Certificates for cancellation within six months after the date
specified in the above-mentioned written notice, the Owner Trustee shall give a
second written notice to the remaining Certificateholders to surrender their
Certificates for cancellation 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 cancellation, the Owner Trustee may take
appropriate steps, or may appoint an agent to take appropriate steps, to contact
the remaining Certificateholders concerning surrender of their Certificates, and
the cost thereof shall be paid out of the funds and other assets that remain
subject to this Agreement. Any funds which are payable to Certificateholders
remaining in the Trust after exhaustion of such remedies shall be distributed by
the Owner Trustee to The United Way (but only upon termination of this
Agreement), and the Certificateholders, by acceptance of their Certificates,
hereby waive any rights with respect to such funds. As soon as practicable
after the termination of the Trust, the Owner Trustee shall surrender the
Certificate Policy to the Security Insurer for cancellation.

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

SECTION 9.2. DISSOLUTION EVENTS WITH RESPECT TO GENERAL PARTNERS. In
the event that a Dissolution Event shall occur with respect to one but not both
General Partners, the Owner Trustee promptly upon obtaining knowledge of such
occurrence shall request an opinion of counsel from counsel acceptable to the
Security Insurer to the effect that a failure to terminate the Trust upon the
occurrence of such Dissolution Event (and the transfer, if any, of the Class GP
Certificate held by the General Partner that has suffered such Dissolution
Event) will not cause the Trust to be treated as an association (or publicly
traded partnership) taxable as a corporation for federal income tax purposes.
In the event that (i) the Owner Trustee is unable to obtain such an opinion or
(ii) a Dissolution Event occurs with respect to both General Partners, the Trust
will terminate unless, in either event, within 90 days after the occurrence of
the Dissolution Event with respect to

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the General Partner (in the circumstance of one General Partner having suffered
a Dissolution Event), or within 90 days after the occurrence of the later
Dissolution Event (in the circumstance of both General Partners having suffered
Dissolution Events), (x) all the Holders of the Class A Certificates and (in the
case of a Dissolution Event with respect to one but not both General Partners)
the General Partner that has not suffered a Dissolution Event agree in writing
to continue the business of the Trust and to the appointment of a Person to hold
one or more Class GP Certificates and to assume the liabilities incident thereto
and (y) the Owner Trustee requests and obtains, at the case of the Trust, the
opinion of counsel referred to above. Promptly after the occurrence of either
of the events referred to in clause (i) or clause (ii) of the preceding
sentence, (i) each General Partner shall give the Indenture Trustee, the Owner
Trustee and the Security Insurer written notice of the occurrence of such event,
(ii) the Owner Trustee shall, upon the receipt of such written notice, give
prompt written notice to the Certificateholders and the Indenture Trustee of the
occurrence of such event and (iii) the Indenture Trustee shall, upon receipt of
written notice of the occurrence of such event from the Owner Trustee or the
Seller, give prompt written notice to the Noteholders of the occurrence of such
event; PROVIDED, HOWEVER, that any failure to give a notice required by this
sentence shall not prevent or delay, in any manner, a termination of the Trust
pursuant to the first sentence of this Section 9.2. Upon a termination pursuant
to this Section, the Owner Trustee shall direct the Indenture Trustee to sell
the assets of the Trust (other than the Certificate Policy and the Trust
Accounts) at one or more private or public sales conducted in any manner
permitted by law. The proceeds of such a sale of the assets of the Trust shall
be distributed as provided in Section 9.1(b) of the Sale and Servicing
Agreement.

ARTICLE X

SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

SECTION 10.1. ELIGIBILITY REQUIREMENTS FOR OWNER TRUSTEE. The Owner
Trustee shall at all times be a corporation (i) satisfying the provisions of
Section 3807(a) of the Business Trust Statute; (ii) authorized to exercise
corporate trust powers; (iii) having a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by Federal or State
authorities; (iv) having (or having a parent which has) a rating of at least
Baa3 by Moody's or A-1 by Standard & Poor's; and (v) acceptable to the Security
Insurer in its sole discretion, so long as an Insurer Default shall not have
occurred and be continuing. If such corporation shall publish reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purpose of this
Section, the combined capital and surplus of such corporation shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time the Owner Trustee shall cease to be
eligible in accordance with the provisions of this Section, the Owner Trustee
shall resign immediately in the manner and with the effect specified in
Section 10.2.

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SECTION 10.2. RESIGNATION OR REMOVAL OF OWNER TRUSTEE. The Owner
Trustee may at any time resign and be discharged from the trusts hereby created
by giving written notice thereof to the General Partners, the Security Insurer
and the Servicer at least 30 days before the date specified in such instrument.
Upon receiving such notice of resignation, the General Partners shall promptly
appoint a successor Owner Trustee meeting the qualifications set forth in
Section 10.1 by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Owner Trustee and one copy to the successor
Owner Trustee, provided that the General Partners shall have received written
confirmation from each of the Rating Agencies that the proposed appointment will
not result in an increased capital charge to the Security Insurer by either of
the Rating Agencies. If no successor Owner Trustee shall have been so appointed
and have accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Owner Trustee or the Security Insurer may petition
any court of competent jurisdiction for the appointment of a successor Owner
Trustee.

If at any time the Owner Trustee shall cease to be eligible in
accordance with the provisions of Section 10.1 and shall fail to resign after
written request therefor by the General Partners or if at any time the Owner
Trustee shall be legally unable to act, or shall be adjudged bankrupt or
insolvent, or a receiver of the Owner Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the Owner
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the General Partners, with the consent of the
Security Insurer (so long as an Insurer Default shall not have occurred and be
continuing) may remove the Owner Trustee. If the General Partners shall remove
the Owner Trustee under the authority of the immediately preceding sentence, the
General Partners shall promptly appoint a successor Owner Trustee meeting the
qualification requirements of Section 10.1 by written instrument, in triplicate,
one copy of which instrument shall be delivered to the outgoing Owner Trustee so
removed, one copy to the Security Insurer and one copy to the successor Owner
Trustee and payment of all fees owed to the outgoing Owner Trustee.

Any resignation or removal of the Owner Trustee and appointment of a
successor Owner Trustee pursuant to any of the provisions of this Section shall
not become effective until all fees and expenses, including any indemnity
payments, due to the outgoing Owner Trustee have been paid and until acceptance
of appointment by the successor Owner Trustee pursuant to Section 10.3. The
General Partners shall provide notice of such resignation or removal of the
Owner Trustee to each of the Rating Agencies.

SECTION 10.3. SUCCESSOR OWNER TRUSTEE. Any successor Owner Trustee
appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to the
General Partners, the Security Insurer and to its predecessor Owner Trustee an
instrument accepting such appointment under this Agreement, and thereupon the

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resignation or removal of the predecessor Owner Trustee shall become effective
and such successor Owner Trustee, without any further act, deed or conveyance,
shall become fully vested with all the rights, powers, duties, and obligations
of its predecessor under this Agreement, with like effect as if originally named
as Owner Trustee. The predecessor Owner Trustee shall deliver to the successor
Owner Trustee all documents and statements and monies held by it under this
Agreement; and the General Partners and the predecessor Owner Trustee shall
execute and deliver such instruments and do such other things as may reasonably
be required for fully and certainly vesting and confirming in the successor
Owner Trustee all such rights, powers, duties, and obligations.

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

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

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

SECTION 10.5. APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Property or any Financed Vehicle may at the time be located, the
Administrator and the Owner Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons
approved by the Owner Trustee and the Security Insurer to act as co-trustee,
jointly with the Owner Trustee, or separate trustee or separate trustees, of all
or any part of the Trust Property, and to vest in such Person, in such capacity,
such title to the Trust, or any part thereof, and, subject to the other
provisions of this Section, such powers, duties, obligations, rights and trusts
as the Administrator and the Owner Trustee may consider necessary or desirable.
If the Administrator shall not have joined in such

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appointment within 15 days after the receipt by it of a request so to do, the
Owner Trustee, subject to the approval of the Security Insurer, shall have the
power to make such appointment. No co-trustee or separate trustee under this
Agreement shall be required to meet the terms of eligibility as a successor
trustee pursuant to Section 10.1 and no notice of the appointment of any co-
trustee or separate trustee shall be required pursuant to Section 10.1.

Each separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:

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

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

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

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

Any separate trustee or co-trustee may at any time appoint the Owner
Trustee, its agent or attorney-in-fact with full power and authority, to the
extent not

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prohibited by law, to do any lawful act under or in respect of this Agreement on
its behalf and in its name. If any separate trustee or co-trustee shall die,
become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Owner Trustee, to the extent permitted by law, without the appointment of a new
or successor trustee.

ARTICLE XI

MISCELLANEOUS PROVISIONS

SECTION 11.1. AMENDMENT.

(a) This Agreement may be amended by the Depositor, the General
Partners and the Owner Trustee, with the prior written consent of the Security
Insurer (so long as an Insurer Default shall not have occurred and be
continuing) but without the consent of any of the Certificateholders or
Noteholders, (i) to cure any ambiguity, or (ii) to correct, supplement or modify
any provisions in this Agreement; PROVIDED, HOWEVER, that such action shall not,
as evidenced by an Opinion of Counsel, adversely affect in any material respect
the interests of any Certificateholder or Noteholder.

(b) This Agreement may also be amended from time to time, with the
prior written consent of the Security Insurer (so long as an Insurer Default
shall not have occurred and be continuing) by the Depositor, the General
Partners and the Owner Trustee with the consent of a Certificate Majority and,
if such amendment materially and adversely affects the interests of Noteholders,
the consent of a Note Majority (which consent of any Holder of a Certificate or
Note given pursuant to this Section or pursuant to any other provision of this
Agreement shall be conclusive and binding on such Holder and on all future
Holders of such Certificate or Note and of any Certificate or Note issued upon
the transfer thereof or in exchange thereof or in lieu thereof whether or not
notation of such consent is made upon the Certificate or Note) 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
Holders of Certificates or Notes; PROVIDED, HOWEVER, that, subject to the
express rights of the Security Insurer under the Related Documents, including
its rights to certain modifications of the Receivables pursuant to Section 3.2
of the Sale and Servicing Agreement and its rights referred to in Section
5.02(c) of the Indenture, 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 Note or the Pass-Through Rate, the Class A-1 Interest Rate,
the Class A-2 Interest Rate, the Class A-3 Interest Rate, the Class A-4 Interest
Rate or the Class A-5 Interest Rate, or (b) reduce the aforesaid percentage
required to consent to any such amendment or any waiver hereunder, without the
consent of the Holders of all Certificates and Notes then outstanding.

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(c) Prior to the execution of any such amendment or consent, the
General Partners 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 Owner Trustee shall furnish written notification of the substance of such
amendment or consent to each Certificateholder and the Indenture Trustee unless
such parties have previously received such notification.

(e) It shall not be necessary for the consent of Certificateholders
or Noteholders pursuant to Section 11.1(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 and Noteholders 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 Owner
Trustee may prescribe, including the establishment of record dates.

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

SECTION 11.2. NO RECOURSE. Each Certificateholder by accepting a
Certificate acknowledges that such Certificateholder's Certificates represent
beneficial interests in the Trust only and do not represent interests in or
obligations of the Seller, OGP I, OGP II, the Servicer, the Owner Trustee, the
Indenture Trustee, the Security Insurer or any Affiliate of any of the foregoing
and no recourse may be had against such parties or their assets, except as may
be expressly set forth or contemplated in this Agreement, the Certificates or
the Related Documents.

SECTION 11.3. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware 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 11.4. 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

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<PAGE>

enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the Holders thereof.

SECTION 11.5. CERTIFICATES NONASSESSABLE AND FULLY PAID.
Certificateholders shall not, except as expressly provided for herein with
respect to the Class GP Certificateholders, be personally liable for obligations
of the Trust, the fractional undivided interests in the Trust represented by the
Certificates shall be nonassessable for any losses or expenses of the Trust or
for any reason whatsoever, and Certificates upon execution thereof by the Owner
Trustee pursuant to Section 3.3 are and shall be deemed fully paid.

SECTION 11.6. THIRD-PARTY BENEFICIARIES. This Agreement shall inure
to the benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns. Except as otherwise provided in this
Agreement, no other Person shall have any right or obligation hereunder. Upon
issuance of the Certificate Policy, this Agreement shall also inure to the
benefit of the Security Insurer. Without limiting the generality of the
foregoing, all covenants and agreements in this Agreement which expressly confer
rights upon the Security Insurer shall be for the benefit of and run directly to
the Security Insurer, and the Security Insurer shall be entitled to rely on and
enforce such covenants, subject, however, to the limitations on such rights
provided in this Agreement and the Related Documents. The Security Insurer may
disclaim any of its rights and powers under this Agreement (but not its duties
and obligations under the Policies) upon delivery of a written notice to the
Owner Trustee.

SECTION 11.7. COUNTERPARTS. For the purpose of facilitating its
execution and for other purposes, 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 11.8. NOTICES. All demands, notices and communications under
this Agreement shall be in writing, personally delivered or mailed by certified
mail-return receipt requested, and shall be deemed to have been duly given upon
receipt (a) in the case of the OGP I and OGP II or the Depositor, at the
following address: 7825 Washington Avenue South, Minneapolis, Minnesota 55439-
2435, with copies to: Olympic Financial Ltd., 7825 Washington Avenue South,
Minneapolis, Minnesota 55439-2435, Attention: President, (b) in the case of
the Owner Trustee, at the Corporate Trust Office, (c) in the case of each Rating
Agency, 99 Church Street, New York, New York 10007 (for Moody's), and 26
Broadway, New York, New York 10004, Attention: Asset-Backed Surveillance (for
Standard & Poor's), and (d) in the case of the Security Insurer, Financial
Security Assurance Inc., 350 Park Avenue, New York, NY 10022, Attention:
Surveillance Department, Telex No.: (212) 688-3101, Confirmation: (212) 826-
0100, Telecopy Nos.: (212) 339-3518, (212) 339-3529 (in each case in which
notice or other communication to Financial Security refers to an Event of
Default, a claim on the Policies or with respect to

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<PAGE>

which failure on the part of Financial Security to respond shall be deemed to
constitute consent or acceptance, then a copy of such notice or other
communication should also be sent to the attention of the General Counsel and
the Head--Financial Guaranty Group "URGENT MATERIAL ENCLOSED") or at such other
address as shall be designated by any such party in a written notice to the
other parties. Notwithstanding the foregoing, 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.

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<PAGE>

IN WITNESS WHEREOF, the Depositor, OGP I, OGP II, the Security Insurer
and the Owner Trustee have caused this Trust Agreement to be duly executed by
their respective officers as of the day and year first above written.

OLYMPIC RECEIVABLES FINANCE CORP.

By /s/ John A. Witham
-------------------------------------------
Name: John A. Witham
Title: Senior Vice President and Chief
Financial Officer

OLYMPIC FIRST GP INC.

By /s/ John A. Witham
-------------------------------------------
Name: John A. Witham
Title: Vice President and Chief Financial
Officer

OLYMPIC SECOND GP INC.

By /s/ John A. Witham
-------------------------------------------
Name: John A. Witham
Title: Vice President and Chief Financial
Officer

FINANCIAL SECURITY ASSURANCE INC.

By /s/ Roger K. Taylor
-------------------------------------------
Authorized Officer

MELLON BANK (DE), NATIONAL ASSOCIATION

By /s/ E. D. Renn
-------------------------------------------
Name: E. D. Renn
Title: Vice President

<PAGE>

EXECUTION COPY
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

OLYMPIC AUTOMOBILE RECEIVABLES TRUST, 1996-C

5.616% Class A-1 Money Market Automobile Receivables-Backed Notes
6.30% Class A-2 Automobile Receivables-Backed Notes
6.625% Class A-3 Automobile Receivables-Backed Notes
6.80% Class A-4 Automobile Receivables-Backed Notes
7.00% Class A-5 Automobile Receivables-Backed Notes

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

INDENTURE

Dated as of September 1, 1996

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

NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
Trustee and Indenture Collateral Agent

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

<PAGE>

CROSS REFERENCE TABLE

TIA INDENTURE
SECTION SECTION
------- ----------
<S> <C>
310(a)(1)........................................................... 6.11
(a)(2)........................................................... 6.11
(a)(3)........................................................... 6.10
(a)(4)........................................................... N.A.2
(a)(5)........................................................... 6.11
(b).............................................................. 6.08; 6.11
(c).............................................................. N.A.
311(a).............................................................. 6.12
(b).............................................................. 6.12
(c).............................................................. N.A.
312(a).............................................................. 7.01
(b).............................................................. 7.02
(c).............................................................. 7.02
313(a).............................................................. 7.04
(b)(1)........................................................... 7.04
(b)(2)........................................................... 7.04
(c).............................................................. 11.05
(d).............................................................. 7.04
314(a).............................................................. 7.03
(b).............................................................. 3.06; 11.15
(c)(1)........................................................... 11.01
(c)(2)........................................................... 11.01
(c)(3)........................................................... 11.01
(d).............................................................. 11.01
(e).............................................................. 11.01
(f).............................................................. 11.01
315(a).............................................................. 6.01
(b).............................................................. 6.05; 11.05
(c).............................................................. 6.01
(d).............................................................. 6.01
(e).............................................................. 5.14
316(a)(last sentence)............................................... 1.01
(a)(1)(A)........................................................ 5.12
(a)(1)(B)........................................................ 5.13
(a)(2)........................................................... N.A.
(b).............................................................. 5.08
(c).............................................................. N.A.
317(a)(1)........................................................... 5.03
(a)(2)........................................................... 5.03
(b).............................................................. 3.03
318(a).............................................................. 11.07

</TABLE>
_____________

1 Note: This Cross Reference Table shall not, for any purpose, be deemed to
be part of this Indenture.
2 N.A. means Not Applicable.

<PAGE>

TABLE OF CONTENTS

PAGE
----
<S> <C>
ARTICLE I Definitions and Incorporation by Reference........................ 3
SECTION 1.01. Definitions................................................ 3
SECTION 1.02. Incorporation by Reference of Trust Indenture Act.......... 14
SECTION 1.03. Rules of Construction...................................... 14

ARTICLE II The Notes........................................................ 15
SECTION 2.01. Form....................................................... 15
SECTION 2.02. Execution, Authentication and Delivery..................... 15
SECTION 2.03. Temporary Notes............................................ 16
SECTION 2.04. Registration; Registration of Transfer and Exchange........ 16
SECTION 2.05. Mutilated, Destroyed, Lost or Stolen Notes................. 17
SECTION 2.06. Person Deemed Owner........................................ 18
SECTION 2.07. Payment of Principal and Interest; Defaulted Interest...... 19
SECTION 2.08. Cancellation............................................... 20
SECTION 2.09. Book-Entry Notes........................................... 20
SECTION 2.10. Notices to Depository...................................... 21
SECTION 2.11. Definitive Notes........................................... 21

ARTICLE III Covenants........................................................ 22
SECTION 3.01. Payment of Principal, Interest and Premium................. 22
SECTION 3.02. Maintenance of Office or Agency............................ 22
SECTION 3.03. Money for Payments To Be Held in Trust..................... 22
SECTION 3.04. Existence.................................................. 24
SECTION 3.05. Protection of Trust Estate................................. 24
SECTION 3.06. Opinions as to Trust Estate................................ 25
SECTION 3.07. Performance of Obligations; Servicing of Receivables....... 26
SECTION 3.08. Negative Covenants......................................... 27
SECTION 3.09. Annual Statement as to Compliance.......................... 27
SECTION 3.10. Issuer May Consolidate, etc. Only on Certain Terms......... 28
SECTION 3.11. Successor or Transferee.................................... 30
SECTION 3.12. No Other Business.......................................... 31
SECTION 3.13. No Borrowing............................................... 31
SECTION 3.14. Servicer's Obligations..................................... 31
SECTION 3.15. Guarantees, Loans, Advances and Other Liabilities.......... 31
SECTION 3.16. Capital Expenditures....................................... 31
SECTION 3.17. Restricted Payments........................................ 31
SECTION 3.18. Notice of Events of Default................................ 32
SECTION 3.19. Further Instruments and Acts............................... 32
SECTION 3.20. Compliance with Laws....................................... 32
SECTION 3.21. Amendments of Sale and Servicing Agreement and
Trust Agreement............................................ 32
</TABLE>

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PAGE
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<S> <C>
SECTION 3.22. Removal of Administrator................................... 32
SECTION 3.23. Income Tax Characterization................................ 32

ARTICLE IV Satisfaction and Discharge....................................... 32
SECTION 4.01. Satisfaction and Discharge of Indenture.................... 32
SECTION 4.02. Application of Trust Money................................. 34
SECTION 4.03. Repayment of Moneys Held by Paying Agent................... 34
SECTION 4.04. Release of Trust Estate.................................... 34

ARTICLE V Remedies......................................................... 34
SECTION 5.01. Events of Default.......................................... 34
SECTION 5.02. Rights upon Event of Default............................... 36
SECTION 5.03. Collection of Indebtedness and Suits for Enforcement
by Trustee; Authority of Controlling Party................. 37
SECTION 5.04. Remedies................................................... 40
SECTION 5.05. Optional Preservation of the Receivables................... 41
SECTION 5.06. Priorities................................................. 41
SECTION 5.07. Limitation of Suits........................................ 43
SECTION 5.08. Unconditional Rights of Noteholders To Receive
Principal and Interest..................................... 43
SECTION 5.09. Restoration of Rights and Remedies......................... 44
SECTION 5.10. Rights and Remedies Cumulative............................. 44
SECTION 5.11. Delay or Omission Not a Waiver............................. 44
SECTION 5.12. Control by Noteholders..................................... 44
SECTION 5.13. Waiver of Past Defaults.................................... 45
SECTION 5.14. Undertaking for Costs...................................... 45
SECTION 5.15. Waiver of Stay or Extension Laws........................... 46
SECTION 5.16. Action on Notes............................................ 46
SECTION 5.17. Performance and Enforcement of Certain Obligations......... 46
SECTION 5.18. Claims Under Note Policy................................... 47
SECTION 5.19. Preference Claims.......................................... 49

ARTICLE VI The Trustee and the Indenture Collateral Agent................... 50
SECTION 6.01. Duties of Trustee.......................................... 50
SECTION 6.02. Rights of Trustee.......................................... 52
SECTION 6.03. Individual Rights of Trustee............................... 53
SECTION 6.04. Trustee's Disclaimer....................................... 53
SECTION 6.05. Notice of Defaults......................................... 53
SECTION 6.06. Reports by Trustee to Holders.............................. 54
SECTION 6.07. Compensation and Indemnity................................. 54
SECTION 6.08. Replacement of Trustee..................................... 54
SECTION 6.09. Successor Trustee by Merger................................ 56
SECTION 6.10. Appointment of Co-Trustee or Separate Trustee.............. 56
SECTION 6.11. Eligibility; Disqualification.............................. 58
SECTION 6.12. Preferential Collection of Claims Against Issuer........... 58
SECTION 6.13. Appointment and Powers..................................... 58

</TABLE>

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<PAGE>

PAGE
----
<S> <C>
SECTION 6.14. Performance of Duties...................................... 59
SECTION 6.15. Limitation on Liability.................................... 59
SECTION 6.16. Reliance upon Documents.................................... 60
SECTION 6.17. Successor Indenture Collateral Agent....................... 60
SECTION 6.18. Compensation and Indemnity................................. 61
SECTION 6.19. Representations and Warranties of the Indenture
Collateral Agent........................................... 62
SECTION 6.20. Waiver of Setoffs.......................................... 63
SECTION 6.21. Control by the Controlling Party........................... 63

ARTICLE VII Noteholders' Lists and Reports................................... 63
SECTION 7.01. Issuer To Furnish Trustee Names and Addresses
to Noteholders............................................. 63
SECTION 7.02. Preservation of Information; Communications
to Noteholders............................................. 63
SECTION 7.03. Reports by Issuer.......................................... 64
SECTION 7.04. Reports by Trustee......................................... 64

ARTICLE VIII Accounts, Disbursements and Releases............................. 65
SECTION 8.01. Collection of Money........................................ 65
SECTION 8.02. Trust Accounts............................................. 65
SECTION 8.03. General Provisions Regarding Accounts...................... 66

ARTICLE IX Supplemental Indentures.......................................... 67
SECTION 9.01. Supplemental Indentures Without Consent of Noteholders..... 67
SECTION 9.02. Supplemental Indentures With Consent of Noteholders........ 68
SECTION 9.03. Execution of Supplemental Indentures....................... 70
SECTION 9.04. Effect of Supplemental Indenture........................... 70
SECTION 9.05. Conformity With Trust Indenture Act........................ 70
SECTION 9.06. Reference in Notes to Supplemental Indentures.............. 70

ARTICLE X Redemption of Notes.............................................. 71
SECTION 10.01. Redemption................................................. 71
SECTION 10.02. Form of Redemption Notice.................................. 72
SECTION 10.03. Notes Payable on Redemption Date........................... 72

ARTICLE XI Miscellaneous.................................................... 73
SECTION 11.01. Compliance Certificates and Opinions, etc.................. 73
SECTION 11.02. Form of Documents Delivered to Trustee..................... 75
SECTION 11.03. Acts of Noteholders........................................ 76
SECTION 11.04. Notices, etc., to Trustee, Issuer and Rating Agencies...... 76
SECTION 11.05 Notices to Noteholders; Waiver............................. 77
SECTION 11.06. Alternate Payment and Notice Provisions.................... 78
SECTION 11.07. Conflict with Trust Indenture Act......................... 78

</TABLE>

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<PAGE>

PAGE
----
<S> <C>

SECTION 11.08. Effect of Headings and Table of Contents................... 78
SECTION 11.09. Successors and Assigns..................................... 78
SECTION 11.10. Severability............................................... 79
SECTION 11.11. Benefits of Indenture...................................... 79
SECTION 11.12. Legal Holidays............................................. 79
SECTION 11.13. Governing Law.............................................. 79
SECTION 11.14. Counterparts............................................... 79
SECTION 11.15. Recording of Indenture..................................... 79
SECTION 11.16. Trust Obligation........................................... 80
SECTION 11.17. No Petition................................................ 80
SECTION 11.18. Inspection................................................. 80
SECTION 11.19. Limitation of Liability.................................... 81

Testimonium, Signatures and Seals............................................. 82

Exhibit A Schedule of Receivables
Exhibit B Form of Depository Agreement
Exhibit C-1 Form of Class A-1 Note
Exhibit C-2 Form of Class A-2 Note
Exhibit C-3 Form of Class A-3 Note
Exhibit C-4 Form of Class A-4 Note
Exhibit C-5 Form of Class A-5 Note
Exhibit D Form of Note Policy
Exhibit E Letter Agreement Between OFL and the Trustee and Other Fee Letters

</TABLE>

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<PAGE>

INDENTURE, dated as of September 1, 1996, between OLYMPIC
AUTOMOBILE RECEIVABLES TRUST, 1996-C, a Delaware business trust (the
"Issuer"), and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, a national
banking association, in its capacities as trustee (the "Trustee") and as
Indenture Collateral Agent (as defined below) and not in its individual
capacity.

Each party agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the Holders of the Issuer's 5.616% Class
A-1 Money Market Automobile Receivables-Backed Notes (the "Class A-1 Notes"),
6.30% Class A-2 Automobile Receivables-Backed Notes (the "Class A-2 Notes"),
6.625% Class A-3 Automobile Receivables-Backed Notes (the "Class A-3 Notes"),
6.80% Class A-4 Automobile Receivables-Backed Notes (the "Class A-4 Notes"),
and 7.00% Class A-5 Automobile Receivables-Backed Notes (the "Class A-5
Notes"), (the Class A-1 Notes, together with the Class A-2 Notes, the Class
A-3 Notes, the Class A-4 Notes and the Class A-5 Notes, the "Notes"):

As security for the payment and performance by the Issuer of its
obligations under this Indenture and the Notes, the Issuer has agreed to
assign the Indenture Collateral (as defined below) as collateral to the
Indenture Collateral Agent for the benefit of the Trustee on behalf of the
Noteholders.

Financial Security Assurance Inc. (the "Security Insurer") has
issued and delivered a financial guaranty insurance policy, dated the Closing
Date (with endorsements, the "Note Policy"), pursuant to which the Security
Insurer guarantees certain Scheduled Payments, as defined in the Note Policy.

As an inducement to the Security Insurer to issue and deliver the
Note Policy, the Issuer and the Security Insurer have executed and delivered
the Insurance and Indemnity Agreement, dated as of September 12, 1996 (as
amended from time to time, the "Insurance Agreement"), among the Security
Insurer, the Issuer, Olympic Receivables Finance Corp., Olympic Financial
Ltd., Olympic First GP Inc. and Olympic Second GP Inc.

As an additional inducement to the Security Insurer to issue the
Note Policy, and as security for the performance by the Issuer of the Insurer
Issuer Secured Obligations and as security for the performance by the Issuer
of the Trustee Issuer Secured Obligations, the Issuer has agreed to assign
the Indenture Collateral (as defined below) as collateral to the Indenture
Collateral Agent for the benefit of the Issuer Secured Parties, as their
respective interests may appear.

GRANTING CLAUSE

The Issuer hereby Grants to the Indenture Collateral Agent at the
Closing Date, on behalf of and for the benefit of the Issuer Secured Parties
to secure the performance of the respective Issuer Secured Obligations, all
of the Issuer's right, title and interest in and to (a) the Initial
Receivables and all moneys paid or payable thereon or in respect thereof
after the Initial Cutoff Date (including amounts due on or before the Initial
Cutoff Date but received by OFL, the Seller or the Issuer after the

<PAGE>

Initial Cutoff Date); (b) the Subsequent Receivables and all moneys paid or
payable thereon or in respect thereof after the related Subsequent Cutoff
Date (including amounts due on or before the related Subsequent Cutoff Date
but received by OFL, the Seller or the Issuer after the related Subsequent
Cutoff Date); (c) an assignment of the security interests of OFL in the
Financed Vehicles; (d) the Insurance Policies and any proceeds from any
Insurance Policies relating to the Receivables, the Obligors or the Financed
Vehicles, including rebates of premiums, all Collateral Insurance and any
Force-Placed Insurance relating to the Receivables; (e) an assignment of the
rights of OFL or the Seller against Dealers with respect to the Receivables
under the Dealer Agreements and the Dealer Assignments, (f) all items
contained in the Receivable Files and any and all other documents that OFL
keeps on file in accordance with its customary procedures relating to the
Receivables, the Obligors or the Financed Vehicles, (g) an assignment of the
rights of the Seller under the Purchase Agreement and each Subsequent
Purchase Agreement, (h) 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, (i) the
Trust Accounts and all funds on deposit therein from time to time (other than
the Certificate Distribution Account), and in all investments and proceeds
thereof (including all income thereon), (j) the Purchase Agreement and each
Subsequent Purchase Agreement, including the right assigned to the Issuer to
cause OFL to repurchase Receivables from the Seller under certain
circumstances, (k) the Sale and Servicing Agreement and each Subsequent
Transfer Agreement (including all rights of the Seller under the Purchase
Agreement and each Subsequent Purchase Agreement assigned to the Issuer
pursuant to the Sale and Servicing Agreement), and (l) all present and future
claims, demands, causes and choses in action in respect of any or all of the
foregoing and all payments on or under and all proceeds of every kind and
nature whatsoever in respect of any or all of the foregoing, including all
proceeds of the conversion, voluntary or involuntary, into cash or other
liquid property, all cash proceeds, accounts, accounts receivable, notes,
drafts, acceptances, chattel paper, checks, deposit accounts, insurance
proceeds, condemnation awards, rights to payment of any and every kind and
other forms of obligations and receivables, instruments and other property
which at any time constitute all or part of or are included in the proceeds
of any of the foregoing (collectively, the "Indenture Collateral").

The Indenture Collateral Agent, for the benefit of the Trustee on
behalf of the Holders of the Notes and for the benefit of the Security
Insurer acknowledges such Grant. The Trustee on behalf of the Holders of the
Notes accepts the trusts under this Indenture in accordance with the
provisions of this Indenture and agrees to perform its duties required in
this Indenture to the best of its ability to the end that the interests of
the Holders of the Notes may be adequately and effectively protected.

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<PAGE>

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. DEFINITIONS.

(a) Except as otherwise specified herein or as the context may
otherwise require, the following terms have the respective meanings set forth
below for all purposes of this Indenture.

"ACT" has the meaning specified in Section 11.03(a).

"ADMINISTRATOR" has the meaning specified therefor in the Trust
Agreement.

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

"AUTHORIZED OFFICER" means, with respect to the Issuer, any officer
of the Owner Trustee who is authorized to act for the Owner Trustee in
matters relating to the Issuer and who is identified on the list of
Authorized Officers delivered by the Owner Trustee to the Trustee on the
Closing Date (as such list may be modified or supplemented from time to time
thereafter).

"BOOK-ENTRY NOTE" means any Note registered in the name of the
Depository or its nominee, ownership of which is reflected on the books of the
Depository or on the books of a person maintaining an account with such
Depository (directly or as an indirect participant in accordance with the rules
of such Depository).

"BUSINESS DAY" means any day other than a Saturday, Sunday, legal
holiday or other day on which commercial banking institutions in Minneapolis,
Minnesota, New York, New York, Wilmington, Delaware or any other location of
any successor Servicer, successor Owner Trustee, successor Trustee or
successor Indenture Collateral Agent are authorized or obligated by law,
executive order or governmental decree to remain closed.

"CERTIFICATE OF TRUST" means the Certificate of Trust of the Issuer
substantially in the form of Exhibit A to the Trust Agreement.

-3-

<PAGE>

"CERTIFICATEHOLDER" has the meaning specified therefor in the Trust
Agreement.

"CLASS A-1 INTEREST RATE" means 5.616%, per annum (computed on the
basis of a 360-day year of twelve 30-day months).

"CLASS A-2 INTEREST RATE" means 6.30%, per annum (computed on the
basis of a 360-day year of twelve 30-day months).

"CLASS A-3 INTEREST RATE" means 6.625%, per annum (computed on the
basis of a 360-day year of twelve 30-day months).

"CLASS A-4 INTEREST RATE" means 6.80% per annum (computed on the
basis of a 360-day year of twelve 30-day months).

"CLASS A-5 INTEREST RATE" means 7.00% per annum (computed on the
basis of a 360-day year of twelve 30-day months).

"CLASS A-1 NOTES" means the 5.616% Class A-1 Money Market
Automobile Receivables-Backed Notes substantially in the form of Exhibit C-1.

"CLASS A-2 NOTES" means the 6.30% Class A-2 Automobile
Receivables-Backed Notes substantially in the form of Exhibit C-2.

"CLASS A-3 NOTES" means the 6.625% Class A-3 Automobile
Receivables-Backed Notes substantially in the form of Exhibit C-3.

"CLASS A-4 NOTES" means the 6.80% Class A-4 Automobile
Receivables-Backed Notes substantially in the form of Exhibit C-4.

"CLASS A-5 NOTES" means the 7.00% Class A-5 Automobile
Receivables-Backed Notes substantially in the form of Exhibit C-5.

"CLOSING DATE" means September 12, 1996.

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

"CONTROLLING PARTY" means the Security Insurer, so long as no
Insurer Default shall have occurred and be continuing, and the Trustee, for
so long as an Insurer Default shall have occurred and be continuing.

"CORPORATE TRUST OFFICE" means the principal office of the Trustee
at which at any particular time its corporate trust business shall be
administered which office at date of the execution of this Agreement is
located at Sixth Street and Marquette Avenue, Minneapolis, Minnesota
55479-0070, Attention: Corporate

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<PAGE>

Trust Services--Asset Backed Administration; or at such other address as the
Trustee may designate from time to time by notice to the Noteholders, the
Security Insurer and the Issuer, or the principal corporate trust office of
any successor Trustee (the address of which the successor Trustee will notify
the Noteholders, the Security Insurer and the Issuer).

"DEFAULT" means any occurrence that is, or with notice or the lapse
of time or both would become, an Event of Default.

"DEFINITIVE NOTES" has the meaning specified in Section 2.09.

"DEPOSITORY" means the initial Depository, The Depository Trust
Company, the nominee of which is Cede & Co., as the registered Holder of
$76,850,000 in aggregate principal amount of the Class A-1 Notes,
$225,000,000 in aggregate principal amount of the Class A-2 Notes,
$120,000,000 in aggregate principal amount of the Class A-3 Notes,
$160,000,000 in aggregate principal amount of the Class A-4 Notes and
$77,900,000 in aggregate principal amount of the Class A-5 Notes as of the
Closing Date, and any permitted successor depository. The Depository shall
at all times be a "clearing corporation" as defined in Section 8-102(3) of
the Uniform Commercial Code of the State of New York.

"DEPOSITORY AGREEMENT" means the agreement among the Issuer, the
Trustee and The Depository Trust Company, as the initial Depository, dated as
of the Closing Date, relating to the Notes substantially in the form of
Exhibit B.

"DEPOSITORY PARTICIPANT" means a broker, dealer, bank or other
financial institution or other Person for whom from time to time a Depository
effects book-entry transfers and pledges of securities deposited with the
Depository.

"EVENT OF DEFAULT" has the meaning specified in Section 5.01.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

"EXECUTIVE OFFICER" means, with respect to any corporation, the
Chief Executive Officer, Chief Operating Officer, Chief Financial Officer,
President, Executive Vice President, any Vice President, any Responsible
Officer, the Secretary or the Treasurer of such corporation; and with respect
to any partnership, any general partner thereof.

"GENERAL PARTNER" means each Certificateholder obligated to pay the
expenses of the Issuer pursuant to Section 2.7 of the Trust Agreement.

"GRANT" means mortgage, pledge, bargain, sell, warrant, alienate,
remise, release, convey, assign, transfer, create, and grant a lien upon and
a security interest in and right of set-off against, deposit, set over and
confirm pursuant to this

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Indenture. A Grant of the Indenture Collateral or of any other agreement or
instrument shall include all rights, powers and options (but none of the
obligations) of the Granting party thereunder, including the immediate and
continuing right to claim for, collect, receive and give receipt for
principal and interest payments in respect of the Indenture Collateral and
all other moneys payable thereunder, to give and receive notices and other
communications, to make waivers or other agreements, to exercise all rights
and options, to bring Proceedings in the name of the Granting party or
otherwise and generally to do and receive anything that the Granting party is
or may be entitled to do or receive thereunder or with respect thereto.

"HOLDER" or "NOTEHOLDER" means the Person in whose name a Note is
registered on the Note Register.

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

"INDENTURE" means this Indenture as amended or supplemented from
time to time.

"INDENTURE COLLATERAL" has the meaning specified in the Granting
Clause of this Indenture.

"INDENTURE COLLATERAL AGENT" means, initially, Norwest Bank
Minnesota, National Association, in its capacity as collateral agent on
behalf of the Issuer Secured Parties, including its successors in interest,
until and unless and a successor Person shall have become the Indenture
Collateral Agent pursuant to Section 6.17 hereof, and thereafter "Indenture
Collateral Agent" shall mean such successor Person.

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"INDEPENDENT" means, when used with respect to any specified
Person, that the Person (a) is in fact independent of the Issuer, any other
obligor upon the Notes, the Seller and any Affiliate of any of the foregoing
Persons, (b) does not have any direct financial interest or any material
indirect financial interest in the Issuer, any such other obligor, the Seller
or any Affiliate of any of the foregoing Persons and (c) is not connected
with the Issuer, any such other obligor, the Seller or any Affiliate of any
of the foregoing Persons as an officer, employee, promoter, underwriter,
trustee, partner, director or person performing similar functions.

"INDEPENDENT CERTIFICATE" means a certificate or opinion to be
delivered to the Indenture Collateral Agent under the circumstances described
in, and otherwise complying with, the applicable requirements of Section
11.01, made by an Independent appraiser or other expert appointed by an
Issuer Order and approved by the Indenture Collateral Agent in the exercise
of reasonable care, and such opinion or certificate shall state that the
signer has read the definition of "Independent" in this Indenture and that
the signer is Independent within the meaning thereof.

"INSURANCE AGREEMENT INDENTURE CROSS DEFAULT" has the meaning
specified therefor in the Insurance Agreement.

"INSURER ISSUER SECURED OBLIGATIONS" means all amounts and
obligations which the Issuer may at any time owe to or on behalf of the
Security Insurer under this Indenture, the Insurance Agreement or any other
Related Document.

"INTEREST RATE" means the Class A-1 Interest Rate, the Class A-2
Interest Rate, the Class A-3 Interest Rate, the Class A-4 Interest Rate or
the Class A-5 Interest Rate, as applicable.

"ISSUER" means the party named as such in this Indenture until a
successor replaces it and, thereafter, means the successor and, for purposes
of any provision contained herein and required by the TIA, each other obligor
on the Notes.

"ISSUER ORDER" and "ISSUER REQUEST" means a written order or
request signed in the name of the Issuer by any one of its Authorized
Officers and delivered to the Trustee.

"ISSUER SECURED OBLIGATIONS" means the Insurer Issuer Secured
Obligations and the Trustee Issuer Secured Obligations.

"ISSUER SECURED PARTIES" means each of the Trustee in respect of
the Trustee Issuer Secured Obligations and the Security Insurer in respect of
the Insurer Issuer Secured Obligations.

"LETTER AGREEMENT" has the meaning specified in Section 6.07.

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"NOTE" means a Class A-1 Note, Class A-2 Note, Class A-3 Note,
Class A-4 Note or Class A-5 Note, as applicable.

"NOTE OWNER" means, with respect to a Book-Entry Note, the Person
who is the owner of such Book-Entry Note, as reflected on the books of the
Depository, or on the books of a Person maintaining an account with such
Depository (directly as a Depository participant or as an indirect
participant, in each case in accordance with the rules of such Depository)
and with respect to any Definitive Notes, the Holder.

"NOTE POLICY" means the Financial Guaranty Insurance Policy issued
by the Security Insurer with respect to the Notes, including any endorsements
thereto, in the form of Exhibit D.

"NOTE POLICY CLAIM AMOUNT" has the meaning specified in Section
5.18.

"NOTE REGISTER" and "NOTE REGISTRAR" have the respective meanings
specified in Section 2.04.

"NOTICE OF CLAIM" has the meaning specified in Section 5.18.

"OFFICERS' CERTIFICATE" means a certificate signed by any
Authorized Officer of the Issuer, under the circumstances described in, and
otherwise complying with, the applicable requirements of Section 11.01, and
delivered to, the Trustee. Unless otherwise specified, any reference in this
Indenture to an Officers' Certificate shall be to an Officers' Certificate of
any Authorized Officer of the Issuer.

"OPINION OF COUNSEL" means one or more written opinions of counsel
who may, except as otherwise expressly provided in this Indenture, be
employees of or counsel to the Issuer and who shall be satisfactory to the
Trustee and, if addressed to the Security Insurer, satisfactory to the
Security Insurer, and which shall comply with any applicable requirements of
Section 11.01, and shall be in form and substance satisfactory to the
Trustee, and if addressed to the Security Insurer, satisfactory to the
Security Insurer.

"OUTSTANDING" means, as of the date of determination, all Notes
theretofore authenticated and delivered under this Indenture except:

(i) Notes theretofore canceled by the Note Registrar or delivered
to the Note Registrar for cancellation;

(ii) Notes or portions thereof the payment for which money in the
necessary amount has been theretofore deposited with the Trustee or any
Paying Agent in trust for the Holders of such Notes (provided, however,
that

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if such Notes are to be redeemed, notice of such redemption has
been duly given pursuant to this Indenture or provision therefor,
satisfactory to the Trustee, has been made); and

(iii) Notes in exchange for or in lieu of other Notes which have
been authenticated and delivered pursuant to this Indenture unless
proof satisfactory to the Trustee is presented that any such Notes are
held by a bona fide purchaser;

PROVIDED, HOWEVER, that Notes which have been paid with proceeds of the Note
Policy shall continue to remain Outstanding for purposes of this Indenture
until the Security Insurer has been paid as subrogee hereunder or reimbursed
pursuant to the Insurance Agreement as evidenced by a written notice from the
Security Insurer delivered to the Trustee, and the Security Insurer shall be
deemed to be the Holder thereof to the extent of any payments thereon made by
the Security Insurer; PROVIDED, FURTHER, that in determining whether the
Holders of the requisite Outstanding Amount of the Notes have given any
request, demand, authorization, direction, notice, consent or waiver
hereunder or under any Related Document, Notes owned by the Issuer, any other
obligor upon the Notes, the Seller or any Affiliate of any of the foregoing
Persons shall be disregarded and deemed not to be Outstanding, except that,
in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver,
only Notes that the Trustee knows to be so owned shall be so disregarded.
Notes so owned that have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Notes and that the pledgee is
not the Issuer, any other obligor upon the Notes, the Seller or any Affiliate
of any of the foregoing Persons.

"OUTSTANDING AMOUNT" means the aggregate principal amount of all
Notes, or class of Notes, as applicable, Outstanding at the date of
determination.

"OWNER TRUSTEE" means Mellon Bank (DE), National Association, not
in its individual capacity but solely as Owner Trustee under the Trust
Agreement, or any successor trustee under the Trust Agreement.

"PAYING AGENT" means the Trustee or any other Person that meets the
eligibility standards for the Trustee specified in Section 6.11 and, so long
as no Insurer Default shall have occurred and be continuing, is consented to
by the Security Insurer and is authorized by the Issuer to make the
distributions from the Note Distribution Account, including payment of
principal of or interest on the Notes on behalf of the Issuer.

"PAYMENT DATE" means a Distribution Date.

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

"PREDECESSOR NOTE" means, with respect to any particular Note,
every previous Note evidencing all or a portion of the same debt as that
evidenced by such particular Note; and, for the purpose of this definition,
any Note authenticated and delivered under Section 2.05 in lieu of a
mutilated, lost, destroyed or stolen Note shall be deemed to evidence the
same debt as the mutilated, lost, destroyed or stolen Note.

"PREFERENCE CLAIM" has the meaning specified in Section 5.19.

"PROCEEDING" means any suit in equity, action at law or other
judicial or administrative proceeding.

"RATING AGENCY" means each of Moody's and Standard & Poor's, so
long as such Persons maintain a rating on the Notes; and if either Moody's or
Standard & Poor's no longer maintains a rating on the Notes, such other
nationally recognized statistical rating organization selected by the Seller
and (so long as an Insurer Default shall not have occurred and be continuing)
acceptable to the Security Insurer.

"RATING AGENCY CONDITION" means, with respect to any action, that
each Rating Agency shall have been given 10 days' prior notice thereof and
that each of the Rating Agencies shall have notified the Seller, the
Servicer, the Security Insurer, the Trustee, the Owner Trustee and the Issuer
in writing that such action will not result in a reduction or withdrawal of
the then current rating of the Notes and will not result in an increased
capital charge to the Security Insurer.

"RECORD DATE" means, with respect to a Payment Date or Redemption
Date, the close of business on the last Business Day immediately preceding
such Payment Date or Redemption Date.

"REDEMPTION DATE" means (a) in the case of a redemption of the
Notes pursuant to Section 10.01(a) or a payment to Noteholders pursuant to
Section 10.01(c), the Payment Date specified by the Servicer or the Issuer
pursuant to Section 10.01(a) or 10.01(c), as applicable, or (b) in the case
of a redemption of Notes pursuant to Section 10.01(b), the Payment Date on or
immediately following the last day of the Funding Period.

"REDEMPTION PRICE" means (a) in the case of a redemption of the
Notes pursuant to Section 10.01(a), an amount equal to the principal amount
of the Notes redeemed plus accrued and unpaid interest on the principal
amount of each class of Notes at the respective Interest Rate for each such
class of Notes being so redeemed

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<PAGE>

to but excluding the Redemption Date, or (b) in the case of a payment made to
Noteholders pursuant to Section 10.01(c), the amount on deposit in the Note
Distribution Account, but not in excess of the amount specified in clause (a)
above.

"REGISTERED HOLDER" means the Person in whose name a Note is
registered on the Note Register on the applicable Record Date.

"RELATED DOCUMENTS" means the Trust Agreement, the Certificates,
the Notes, the Purchase Agreements, the Sale and Servicing Agreement, each
Subsequent Purchase Agreement, each Subsequent Transfer Agreement, the
Administration Agreement, the Custodian Agreement, the Note Policy, the
Certificate Policy, the Spread Account Agreement, the Insurance Agreement,
the Lockbox Agreement, the Stock Pledge Agreement, the Depository Agreements
and the Underwriting Agreement between the Seller and OFL and the
underwriters of the Certificates and the Notes. The Related Documents
executed by any party are referred to herein as "such party's Related
Documents," "its Related Documents" or by a similar expression.

"RESPONSIBLE OFFICER" means, with respect to the Trustee, any
officer of the Trustee assigned by the Trustee to administer its corporate
trust affairs relating to the Trust Estate.

"SALE AND SERVICING AGREEMENT" means the Sale and Servicing
Agreement, dated as of September 1, 1996, among the Issuer, the Seller, the
Servicer and the Backup Servicer.

"SCHEDULE OF RECEIVABLES" means the listing of the Receivables set
forth in Exhibit A, as supplemented on each Subsequent Transfer Date to
reflect the sale to the Issuer of Subsequent Receivables.

"SCHEDULED PAYMENTS" has the meaning specified therefor in the Note
Policy.

"STATE" means any one of the 50 states of the United States of
America or the District of Columbia.

"TERMINATION DATE" means the latest of (i) the expiration of the
Note Policy and the return of the Note Policy to the Security Insurer for
cancellation, (ii) the date on which the Security Insurer shall have received
payment and performance of all Insurer Issuer Secured Obligations and (iii)
the date on which the Trustee shall have received payment and performance of
all Trustee Issuer Secured Obligations.

"TRUST ESTATE" means all money, instruments, rights and other
property that are subject or intended to be subject to the lien and security
interest of this Indenture for the benefit of the Noteholders (including,
without limitation, the

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Indenture Collateral Granted to the Indenture Collateral Agent), including
all proceeds thereof.

"TRUST INDENTURE ACT" OR "TIA" means the Trust Indenture Act of
1939 as in force on the date hereof, unless otherwise specifically provided.

"TRUSTEE" means Norwest Bank Minnesota, National Association, a
national banking association, as Trustee under this Indenture, or any
successor Trustee under this Indenture.

"TRUSTEE ISSUER SECURED OBLIGATIONS" means all amounts and
obligations which the Issuer may at any time owe to or on behalf of the
Trustee for the benefit of the Noteholders under this Indenture or the Notes.

"UCC" means, unless the context otherwise requires, the Uniform
Commercial Code, as in effect in the relevant jurisdiction, as amended from
time to time.

(b) Except as otherwise specified herein or as the context may
otherwise require, the following terms have the respective meanings set forth
in the Sale and Servicing Agreement as in effect on the Closing Date for all
purposes of this Indenture, and the definitions of such terms are equally
applicable both to the singular and plural forms of such terms:

SECTION OF SALE AND
TERM SERVICING AGREEMENT
- ---- --------------------
Aggregate Principal Balance............................. Section 1.1
APR..................................................... Section 1.1
Available Funds......................................... Section 1.1
Backup Servicer......................................... Section 1.1
Certificate Policy...................................... Section 1.1
Class A-1 Final Scheduled Distribution Date............. Section 1.1
Class A-2 Final Scheduled Distribution Date............. Section 1.1
Class A-3 Final Scheduled Distribution Date............. Section 1.1
Class A-4 Final Scheduled Distribution Date............. Section 1.1
Class A-5 Final Scheduled Distribution Date............. Section 1.1
Class A-1 Holdback Amount............................... Section 1.1
Class A-1 Holdback Subaccount........................... Section 1.1
Class A-1 Prepayment Amount............................. Section 1.1
Class A-1 Prepayment Premium............................ Section 1.1
Class A-2 Prepayment Amount............................. Section 1.1
Class A-3 Prepayment Amount............................. Section 1.1
Class A-4 Prepayment Amount............................. Section 1.1
Class A-5 Prepayment Amount............................. Section 1.1
Class A-2 Prepayment Premium............................ Section 1.1

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Class A-3 Prepayment Premium............................ Section 1.1
Class A-4 Prepayment Premium............................ Section 1.1
Class A-5 Prepayment Premium............................ Section 1.1
Collateral Agent........................................ Section 1.1
Collateral Insurance.................................... Section 1.1
Collection Account...................................... Section 1.1
Custodian............................................... Section 1.1
Dealer.................................................. Section 1.1
Dealer Agreement........................................ Section 1.1
Dealer Assignment....................................... Section 1.1
Distribution Date....................................... Section 1.1
Draw Date............................................... Section 1.1
Eligible Account........................................ Section 1.1
Eligible Investments.................................... Section 1.1
Financed Vehicle........................................ Section 1.1
Force-Placed Insurance.................................. Section 1.1
Funding Period.......................................... Section 1.1
Initial Receivables..................................... Section 1.1
Insurance Agreement..................................... Section 1.1
Insurance Agreement Event of Default.................... Section 1.1
Insurer Default......................................... Section 1.1
Liquidation Proceeds.................................... Section 1.1
Lockbox Bank............................................ Section 1.1
Monthly Period.......................................... Section 1.1
Moody's................................................. Section 1.1
Note Distribution Account............................... Section 1.1
Note Majority........................................... Section 1.1
Noteholders' Interest Distributable Amount.............. Section 1.1
Noteholders' Percentage................................. Section 1.1
Noteholders' Principal Distributable Amount............. Section 1.1
Obligor................................................. Section 1.1
OFL..................................................... Section 1.1
Pre-Funded Amount....................................... Section 1.1
Pre-Funding Account..................................... Section 4.1
Purchase Agreements..................................... Section 1.1
Purchased Receivable.................................... Section 1.1
Receivable.............................................. Section 1.1
Reserve Account......................................... Section 1.1
Security Insurer........................................ Section 1.1
Seller.................................................. Section 1.1
Servicer................................................ Section 1.1
Servicer Termination Event.............................. Section 1.1
Standard & Poor's....................................... Section 1.1
Subsequent Receivables.................................. Section 1.1
Subsequent Transfer Date................................ Section 1.1
Trust Accounts.......................................... Section 1.1
Trust Agreement......................................... Section 1.1

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SECTION 1.02. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The
following TIA terms used in this Indenture have the following meanings:

"Commission" means the Securities and Exchange Commission.

"indenture securities" means the Notes.

"indenture security holder" means a Noteholder.

"indenture to be qualified" means this Indenture.

"indenture trustee" or "institutional trustee" means the Trustee.

"obligor" on the indenture securities means the Issuer and any other
obligor on the indenture securities.

All other TIA terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by Commission
rule have the meaning assigned to them by such definitions.

SECTION 1.03. RULES OF CONSTRUCTION. Unless otherwise specified:

(i) a term has the meaning assigned to it;

(ii) an accounting term not otherwise defined has the meaning
assigned to it in accordance with generally accepted accounting principles as
in effect from time to time;

(iii) "or" is not exclusive;

(iv) "including" means including without limitation;

(v) words in the singular include the plural and words in the
plural include the singular; and

(vi) references to Sections, Subsections, Schedules and Exhibits
shall refer to such portions of this Indenture.

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ARTICLE II

THE NOTES

SECTION 2.01. FORM. The Class A-1 Notes, the Class A-2 Notes, the
Class A-3 Notes, the Class A-4 Notes and the Class A-5 Notes, in each case
together with the Trustee's certificate of authentication, shall be in
substantially the forms set forth in Exhibits C-1, C-2, C-3, C-4 and C-5,
respectively, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may, consistently herewith, be determined by
the officers executing such Notes, as evidenced by their execution of the
Notes. Any portion of the text of any Note may be set forth on the reverse
thereof, with an appropriate reference thereto on the face of the Note.

The Notes shall be typewritten, printed, lithographed or engraved
or produced by any combination of these methods (with or without steel
engraved borders), all as determined by the officers executing such Notes, as
evidenced by their execution of such Notes.

Each Note shall be dated the date of its authentication. The terms
of the Notes set forth in Exhibits C-1, C-2, C-3, C-4 and C-5 are part of the
terms of this Indenture.

SECTION 2.02. EXECUTION, AUTHENTICATION AND DELIVERY. The Notes
shall be executed on behalf of the Issuer by any of its Authorized Officers.
The signature of any such Authorized Officer on the Notes may be manual or
facsimile.

Notes bearing the manual or facsimile signature of individuals who
were at any time Authorized Officers of the Issuer shall bind the Issuer,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Notes or did not
hold such offices at the date of such Notes.

The Trustee shall upon receipt of the Note Policy and Issuer Order
authenticate and deliver Class A-1 Notes for original issue in an aggregate
principal amount of $76,850,000, Class A-2 Notes in an aggregate principal
amount of $225,000,000, Class A-3 Notes in an aggregate principal amount of
$120,000,000, Class A-4 Notes in an aggregate principal amount of
$160,000,00, and Class A-5 Notes in an aggregate principal amount of
$77,900,000. The aggregate principal amount of Class A-1 Notes, the Class
A-2 Notes the Class A-3 Notes, the Class A-4 Notes and the Class A-5 Notes
outstanding at any time may not exceed that amount except as provided in
Section 2.05.

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Each Note shall be dated the date of its authentication. The Notes
shall be issuable as registered Notes in the minimum denomination of $1,000
and in integral multiples thereof.

No Note shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose, unless there appears on such Note a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by the manual signature of one of its authorized
signatories, and such certificate upon any Note shall be conclusive evidence,
and the only evidence, that such Note has been duly authenticated and
delivered hereunder.

SECTION 2.03. TEMPORARY NOTES. Pending the preparation of
definitive Notes, the Issuer may execute, and upon receipt of an Issuer Order
the Trustee shall authenticate and deliver, temporary Notes which are
printed, lithographed, typewritten, mimeographed or otherwise produced, of
the tenor of the definitive Notes in lieu of which they are issued and with
such variations not inconsistent with the terms of this Indenture as the
officers executing such Notes may determine, as evidenced by their execution
of such Notes.

If temporary Notes are issued, the Issuer will cause definitive
Notes to be prepared without unreasonable delay. After the preparation of
definitive Notes, the temporary Notes shall be exchangeable for definitive
Notes upon surrender of the temporary Notes at the office or agency of the
Issuer to be maintained as provided in Section 3.02, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Notes,
the Issuer shall execute and the Trustee shall authenticate and deliver in
exchange therefor a like principal amount of definitive Notes of authorized
denominations. Until so exchanged, the temporary Notes shall in all respects
be entitled to the same benefits under this Indenture as definitive Notes.

SECTION 2.04. REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE.
The Issuer shall cause to be kept a register (the "Note Register") in which,
subject to such reasonable regulations as it may prescribe, the Issuer shall
provide for the registration of Notes and the registration of transfers of
Notes. The Trustee shall be "Note Registrar" for the purpose of registering
Notes and transfers of Notes as herein provided. Upon any resignation of any
Note Registrar, the Issuer shall promptly appoint a successor or, if it
elects not to make such an appointment, assume the duties of Note Registrar.

If a Person other than the Trustee is appointed by the Issuer as
Note Registrar, the Issuer will give the Trustee prompt written notice of the
appointment of such Note Registrar and of the location, and any change in the
location, of the Note Register, and the Trustee shall have the right to
inspect the Note Register at all reasonable times and to obtain copies
thereof, and the Trustee shall have the right to rely upon a certificate
executed on behalf of the Note Registrar by an Executive

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Officer thereof as to the names and addresses of the Holders of the Notes and
the principal amounts and number of such Notes.

Upon surrender for registration of transfer of any Note at the
office or agency of the Issuer to be maintained as provided in Section 3.02,
the Issuer shall execute, and the Trustee shall authenticate and the
Noteholder shall obtain from the Trustee, in the name of the designated
transferee or transferees, one or more new Notes in any authorized
denominations, of a like aggregate principal amount.

At the option of the Holder, Notes may be exchanged for other Notes
in any authorized denominations, of a like aggregate principal amount, upon
surrender of the Notes to be exchanged at such office or agency. Whenever
any Notes are so surrendered for exchange, the Issuer shall execute, and the
Trustee shall authenticate and the Noteholder shall obtain from the Trustee,
the Notes which the Noteholder making the exchange is entitled to receive.

All Notes issued upon any registration of transfer or exchange of
Notes shall be the valid obligations of the Issuer, evidencing the same debt,
and entitled to the same benefits under this Indenture, as the Notes
surrendered upon such registration of transfer or exchange.

Every Note presented or surrendered for registration of transfer or
exchange shall be duly endorsed by, or be accompanied by a written instrument
of transfer in form satisfactory to the Trustee duly executed by, the Holder
thereof or such Holder's attorney duly authorized in writing, with such
signature guaranteed by a commercial bank or trust company located, or having
a correspondent located, in The City of New York or the city in which the
Corporate Trust Office is located, or by a member firm of a national
securities exchange, and such other documents as the Trustee may require.

No service charge shall be made to a Holder for any registration of
transfer or exchange of Notes, but the Issuer or the Trustee may require
payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any registration of transfer or
exchange of Notes, other than exchanges pursuant to Section 2.03 or 9.06 not
involving any transfer.

The preceding provisions of this section notwithstanding, the
Issuer shall not be required to make and the Note Registrar need not register
transfers or exchanges of Notes selected for redemption or of any Note for a
period of 15 days preceding the due date for any payment with respect to the
Note.

SECTION 2.05. MUTILATED, DESTROYED, LOST OR STOLEN NOTES. If (i)
any mutilated Note is surrendered to the Trustee, or the Trustee receives
evidence to its satisfaction of the destruction, loss or theft of any Note,
and (ii) there is delivered to the Trustee and the Security Insurer (unless
an Insurer Default shall have occurred and be continuing) such security or
indemnity as may be required by them to hold

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the Issuer, the Trustee and the Security Insurer harmless, then, in the
absence of notice to the Issuer, the Note Registrar or the Trustee that such
Note has been acquired by a bona fide purchaser, the Issuer shall execute and
upon its request the Trustee shall authenticate and deliver, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Note, a
replacement Note; PROVIDED, HOWEVER, that if any such destroyed, lost or
stolen Note, but not a mutilated Note, shall have become or within seven days
shall be due and payable, or shall have been called for redemption, instead
of issuing a replacement Note, the Issuer may pay such destroyed, lost or
stolen Note when so due or payable or upon the Redemption Date without
surrender thereof. If, after the delivery of such replacement Note or
payment of a destroyed, lost or stolen Note pursuant to the proviso to the
preceding sentence, a bona fide purchaser of the original Note in lieu of
which such replacement Note was issued presents for payment such original
Note, the Issuer, the Security Insurer and the Trustee shall be entitled to
recover such replacement Note (or such payment) from the Person to whom it
was delivered or any Person taking such replacement Note from such Person to
whom such replacement Note was delivered or any assignee of such Person,
except a bona fide purchaser, and shall be entitled to recover upon the
security or indemnity provided therefor to the extent of any loss, damage,
cost or expense incurred by the Issuer or the Trustee in connection therewith.

Upon the issuance of any replacement Note under this Section, the
Issuer or the Trustee may require the payment by the Holder of such Note of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other reasonable expenses (including the
fees and expenses of the Trustee or the Note Registrar) connected therewith.

Every replacement Note issued pursuant to this Section in
replacement of any mutilated, destroyed, lost or stolen Note shall constitute
an original additional contractual obligation of the Issuer, whether or not
the mutilated, destroyed, lost or stolen Note shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Notes duly
issued hereunder.

The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Notes.

SECTION 2.06. PERSON DEEMED OWNER. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Trustee, the Security
Insurer and any agent of the Issuer, the Trustee or the Security Insurer may
treat the Person in whose name any Note is registered (as of the day of
determination) as the owner of such Note for the purpose of receiving payments
of principal of and interest, if any, on such Note and for all other purposes
whatsoever, whether or not such Note be overdue, and none of the Issuer, the
Security Insurer, the Trustee nor any agent of the Issuer or the Trustee shall
be affected by notice to the contrary.

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SECTION 2.07. PAYMENT OF PRINCIPAL AND INTEREST; DEFAULTED INTEREST.

(a) The Notes shall accrue interest as provided in the forms of the
Class A-1 Note, the Class A-2 Note, the Class A-3 Note, the Class A-4 Note,
and the Class A-5 Note set forth in Exhibits C-1, C-2, C-3, C-4 and C-5,
respectively, and such interest shall be payable on each Payment Date as
specified therein, subject to Section 3.01. Any installment of interest or
principal, if any, payable on any Note which is punctually paid or duly
provided for by the Issuer on the applicable Payment Date shall be paid to
the Person in whose name such Note (or one or more Predecessor Notes) is
registered on the Record Date, by check mailed first-class, postage prepaid
to such Person's address as it appears on the Note Register on such Record
Date, except that, unless Definitive Notes have been issued pursuant to
Section 2.11, with respect to Notes registered on the Record Date in the name
of the nominee of the Depository, payment will be made by wire transfer in
immediately available funds to the account designated by such nominee and
except for (i) the final installment of principal payable with respect to
such Note on a Payment Date and (ii) the Redemption Price for any Note called
for redemption pursuant to Section 10.01(a), which shall be payable as
provided below. The funds represented by any such checks returned undelivered
shall be held in accordance with Section 3.03.

(b) The principal of each Note shall be payable in installments on
each Payment Date as provided in the forms of the Class A-1 Note, the Class
A-2 Note the Class A-3 Note, the Class A-4 Note and the Class A-5 Note set
forth in Exhibits C-1, C-2, C-3, C-4 and C-5, respectively. Notwithstanding
the foregoing, the entire unpaid principal amount of the Notes shall be due
and payable, if not previously paid, on the date on which an Event of Default
shall have occurred and be continuing, so long as an Insurer Default shall
not have occurred and be continuing or, if an Insurer Default shall have
occurred and be continuing, on the date on which an Event of Default shall
have occurred and be continuing and the Trustee or a Note Majority have
declared the Notes to be immediately due and payable in the manner provided
in Section 5.02. All principal payments on a class of Notes shall be made
pro rata to the Noteholders of such Class entitled thereto. The Trustee
shall notify the Person in whose name a Note is registered at the close of
business on the Record Date preceding the Payment Date on which the Issuer
expects that the final installment of principal of and interest on such Note
will be paid. Such notice shall be mailed no later than five days prior to
such final Payment Date and shall specify that such final installment will be
payable only upon presentation and surrender of such Note and shall specify
the place where such Note may be presented and surrendered for payment of
such installment. Notices in connection with redemptions of Notes shall be
mailed to Noteholders as provided in Section 10.02.

(c) Promptly following the date on which all principal of and
interest on the Notes has been paid in full and the Notes have been
surrendered to the Trustee, the Trustee shall, if the Security Insurer has
paid any amount in respect

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of the Notes under the Note Policy or otherwise which has not been reimbursed
to it, deliver such surrendered Notes to the Security Insurer.

SECTION 2.08. CANCELLATION. Subject to Section 2.07(c), all Notes
surrendered for payment, registration of transfer, exchange or redemption
shall, if surrendered to any Person other than the Trustee, be delivered to
the Trustee and shall be promptly canceled by the Trustee. Subject to
Section 2.07(c), the Issuer may at any time deliver to the Trustee for
cancellation any Notes previously authenticated and delivered hereunder which
the Issuer may have acquired in any manner whatsoever, and all Notes so
delivered shall be promptly canceled by the Trustee. No Notes shall be
authenticated in lieu of or in exchange for any Notes canceled as provided in
this Section, except as expressly permitted by this Indenture. Subject to
Section 2.07(c), all canceled Notes may be held or disposed of by the Trustee
in accordance with its standard retention or disposal policy as in effect at
the time unless the Issuer shall direct by an Issuer Order that they be
destroyed or returned to it, provided that such Issuer Order is timely and
the Notes have not been previously disposed of by the Trustee.

SECTION 2.09. BOOK-ENTRY NOTES. The Notes, upon original issuance,
will be issued in the form of a typewritten Note or Notes representing the
Book-Entry Notes, to be delivered to The Depository Trust Company, the
initial Depository, by, or on behalf of, the Issuer. Such Note shall
initially be registered on the Note Register in the name of Cede & Co., the
nominee of the initial Depository, and no Note Owner will receive a
Definitive Note representing such Note Owner's interest in such Note, except
as provided in Section 2.11. Unless and until definitive, fully registered
Notes (the "Definitive Notes") have been issued to Note Owners pursuant to
Section 2.11:

(i) the provisions of this Section shall be in full force and
effect;

(ii) the Note Registrar and the Trustee shall be entitled to deal
with the Depository for all purposes of this Indenture (including the
payment of principal of and interest on the Notes and the giving of
instructions or directions hereunder) as the sole holder of the Notes,
and shall have no obligation to the Note Owners;

(iii) to the extent that the provisions of this Section conflict
with any other provisions of this Indenture, the provisions of this
Section shall control;

(iv) the rights of Note Owners shall be exercised only through the
Depository and shall be limited to those established by law and
agreements between such Note Owners and the Depository and/or the
Depository Participants. Pursuant to the Depository Agreement, unless
and until Definitive Notes are issued pursuant to Section 2.11, the
initial Depository will make book-entry transfers among the Depository
Participants and receive

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and transmit payments of principal of and interest on the Notes to such
Depository Participants;

(v) whenever this Indenture requires or permits actions to be
taken based upon instructions or directions of Holders of Notes
evidencing a specified percentage of the Outstanding Amount of the
Notes, the Depository shall be deemed to represent such percentage only
to the extent that it has received instructions to such effect from
Note Owners and/or Depository Participants owning or representing,
respectively, such required percentage of the beneficial interest in
the Notes and has delivered such instructions to the Trustee; and

(vi) Note Owners may receive copies of any reports sent to
Noteholders pursuant to this Indenture, upon written request, together
with a certification that they are Note Owners and payment of
reproduction and postage expenses associated with the distribution of
such reports, from the Trustee at the Corporate Trust Office.

SECTION 2.10. NOTICES TO DEPOSITORY. Whenever a notice or other
communication to the Noteholders is required under this Indenture, unless and
until Definitive Notes shall have been issued to Note Owners pursuant to
Section 2.11, the Trustee shall give all such notices and communications
specified herein to be given to Holders of the Notes to the Depository and
shall have no obligation to the Note Owners.

SECTION 2.11. DEFINITIVE NOTES. If (i) the Administrator advises
the Trustee in writing that the Depository is no longer willing or able
properly to discharge its responsibilities with respect to the Notes, and the
Administrator is unable to locate a qualified successor, (ii) the
Administrator at its option advises the Trustee in writing that it elects to
terminate the book-entry system through the Depository or (iii) after the
occurrence of an Event of Default, a Note Majority advises the Depository in
writing that the continuation of a book-entry system through the Depository
is no longer in the best interests of the Note Owners, then the Depository
shall notify all Note Owners and the Trustee of the occurrence of any such
event and of the availability of Definitive Notes to Note Owners requesting
the same. Upon surrender to the Trustee of the Note or Notes representing
the Book-Entry Notes by the Depository, accompanied by registration
instructions, the Issuer shall execute and the Trustee shall authenticate the
Definitive Notes in accordance with the instructions of the Depository. None
of the Issuer, the Note Registrar or the Trustee shall be liable for any
delay in delivery of such instructions and may conclusively rely on, and
shall be protected in relying on, such instructions. Upon the issuance of
Definitive Notes, the Trustee shall recognize the Holders of the Definitive
Notes as Noteholders.

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ARTICLE III

COVENANTS

SECTION 3.01. PAYMENT OF PRINCIPAL, INTEREST AND PREMIUM. The
Issuer will duly and punctually pay the principal, interest and premium, if
any, on the Notes in accordance with the terms of the Notes and this
Indenture. Without limiting the foregoing, the Issuer will cause to be
distributed all amounts on deposit in the Note Distribution Account on a
Payment Date in accordance with Section 8.02(b). Amounts properly withheld
under the Code by any Person from a payment to any Noteholder of interest
and/or principal shall be considered as having been paid by the Issuer to
such Noteholder for all purposes of this Indenture.

SECTION 3.02. MAINTENANCE OF OFFICE OR AGENCY. The Issuer will
maintain in Minneapolis or St. Paul, Minnesota, an office or agency where
Notes may be surrendered for registration of transfer or exchange, and where
notices and demands to or upon the Issuer in respect of the Notes and this
Indenture may be served. The Issuer hereby initially appoints the Trustee to
serve as its agent for the foregoing purposes. The Issuer will give prompt
written notice to the Trustee of the location, and of any change in the
location, of any such office or agency. If at any time the Issuer shall fail
to maintain any such office or agency or shall fail to furnish the Trustee
with the address thereof, such surrenders, notices and demands may be made or
served at the Corporate Trust Office, and the Issuer hereby appoints the
Trustee as its agent to receive all such surrenders, notices and demands.

SECTION 3.03. MONEY FOR PAYMENTS TO BE HELD IN TRUST. As provided
in Section 8.02, all payments of amounts due and payable with respect to any
Notes that are to be made from amounts withdrawn from the Note Distribution
Account pursuant to Section 8.02(b) shall be made on behalf of the Issuer by
the Trustee or by another Paying Agent, and no amounts so withdrawn from the
Note Distribution Account for payments of Notes shall be paid over to the
Issuer.

On or before each Payment Date and Redemption Date, the Issuer
shall deposit or cause to be deposited in the Note Distribution Account an
aggregate sum sufficient to pay the amounts then becoming due, such sum to be
held in trust for the benefit of the Persons entitled thereto and (unless the
Paying Agent is the Trustee) shall promptly notify the Trustee of its action
or failure so to act.

The Issuer will cause each Paying Agent other than the Trustee to
execute and deliver to the Trustee and the Security Insurer an instrument in
which such Paying Agent shall agree with the Trustee (and if the Trustee acts
as Paying Agent, it hereby so agrees), subject to the provisions of this
Section, that such Paying Agent will:

(i) hold all sums held by it for the payment of amounts due with
respect to the Notes in trust for the benefit of the Persons entitled
thereto

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until such sums shall be paid to such Persons or otherwise disposed of
as herein provided and pay such sums to such Persons as herein provided;

(ii) give the Trustee notice of any default (of which it has
actual knowledge) by the Issuer (or any other obligor upon the Notes)
in the making of any payment required to be made with respect to the
Notes;

(iii) at any time during the continuance of any such default, upon
the written request of the Trustee, forthwith pay to the Trustee all
sums so held in trust by such Paying Agent;

(iv) immediately resign as a Paying Agent and forthwith pay to the
Trustee all sums held by it in trust for the payment of Notes if at any
time it ceases to meet the standards required to be met by a Paying
Agent at the time of its appointment; and

(v) comply with all requirements of the Code with respect to the
withholding from any payments made by it on any Notes of any applicable
withholding taxes imposed thereon and with respect to any applicable
reporting requirements in connection therewith.

The Issuer may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, by
Issuer Order direct any Paying Agent to pay to the Trustee all sums held in
trust by such Paying Agent, such sums to be held by the Trustee upon the same
trusts as those upon which the sums were held by such Paying Agent; and upon
such payment by any Paying Agent to the Trustee, such Paying Agent shall be
released from all further liability with respect to such money.

Subject to applicable laws with respect to escheat of funds, any
money held by the Trustee or any Paying Agent in trust for the payment of any
amount due with respect to any Note and remaining unclaimed for two years
after such amount has become due and payable shall be discharged from such
trust and upon Issuer Request with the consent of the Security Insurer
(unless an Insurer Default shall have occurred and be continuing) shall be
deposited by the Trustee in the Collection Account; and the Holder of such
Note shall thereafter, as an unsecured general creditor, look only to the
Issuer for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money shall thereupon cease; PROVIDED,
HOWEVER, that if such money or any portion thereof had been previously
deposited by the Security Insurer or the Indenture Collateral Agent with the
Trustee for the payment of principal or interest on the Notes, to the extent
any amounts are owing to the Security Insurer, such amounts shall be paid
promptly to the Security Insurer upon receipt of a written request by the
Security Insurer to such effect, and PROVIDED, FURTHER, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at
the expense of the Issuer cause to be published once, in a newspaper
published in the English language, customarily published on

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each Business Day and of general circulation in The City of New York, notice
that such money remains unclaimed and that, after a date specified therein,
which shall not be less than 30 days from the date of such publication, any
unclaimed balance of such money then remaining will be repaid to or for the
account of the Issuer. The Trustee may also adopt and employ, at the expense
of the Issuer, any other reasonable means of notification of such repayment
(including, but not limited to, mailing notice of such repayment to Holders
whose Notes have been called but have not been surrendered for redemption or
whose right to or interest in moneys due and payable but not claimed is
determinable from the records of the Trustee or of any Paying Agent, at the
last address of record for each such Holder).

SECTION 3.04. EXISTENCE. The Issuer will keep in full effect its
existence, rights and franchises as a business trust under the laws of the
State of Delaware (unless it becomes, or any successor Issuer hereunder is or
becomes, organized under the laws of any other state or of the United States
of America, in which case the Issuer will keep in full effect its existence,
rights and franchises under the laws of such other jurisdiction) and will
obtain and preserve its qualification to do business in each jurisdiction in
which such qualification is or shall be necessary to protect the validity and
enforceability of this Indenture, the Notes, the Indenture Collateral and
each other instrument or agreement included in the Trust Estate.

SECTION 3.05. PROTECTION OF TRUST ESTATE. The Issuer intends the
security interest Granted pursuant to this Indenture in favor of the Issuer
Secured Parties to be prior to all other liens in respect of the Trust
Estate, and the Issuer shall take all actions necessary to obtain and
maintain, in favor of the Indenture Collateral Agent, for the benefit of the
Issuer Secured Parties, a first lien on and a first priority, perfected
security interest in the Trust Estate. The Issuer will from time to time
execute and deliver all such supplements and amendments hereto and all such
financing statements, continuation statements, instruments of further
assurance and other instruments, all as prepared by the Servicer and
delivered to the Issuer, and will take such other action necessary or
advisable to:

(i) grant more effectively all or any portion of the Trust
Estate;

(ii) maintain or preserve the lien and security interest (and the
priority thereof) in favor of the Indenture Collateral Agent for the
benefit of the Issuer Secured Parties created by this Indenture or
carry out more effectively the purposes hereof;

(iii) perfect, publish notice of or protect the validity of any
Grant made or to be made by this Indenture;

(iv) enforce any of the Indenture Collateral;

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(v) preserve and defend title to the Trust Estate and the rights
of the Indenture Collateral Agent in such Trust Estate against the
claims of all persons and parties; or

(vi) pay all taxes or assessments levied or assessed upon the
Trust Estate when due.

The Issuer hereby designates the Indenture Collateral Agent its agent and
attorney-in-fact to execute any financing statement, continuation statement
or other instrument required by the Indenture Collateral Agent pursuant to
this Section.

SECTION 3.06. OPINIONS AS TO TRUST ESTATE.

(a) On the Closing Date and on each Subsequent Transfer Date, the
Issuer shall furnish to the Trustee, the Indenture Collateral Agent and the
Security Insurer an Opinion of Counsel either stating that, in the opinion of
such counsel, such action has been taken with respect to the recording and
filing of this Indenture, any indentures supplemental hereto, and any other
requisite documents, and with respect to the execution and filing of any
financing statements and continuation statements, as are necessary to perfect
and make effective the first priority lien and security interest in favor of
the Indenture Collateral Agent, for the benefit of the Issuer Secured
Parties, created by this Indenture and reciting the details of such action,
or stating that, in the opinion of such counsel, no such action is necessary
to make such lien and security interest effective.

(b) On or before April 30 in each calendar year, beginning in
1997, the Issuer shall furnish to the Trustee, the Indenture Collateral Agent
and the Security Insurer an Opinion of Counsel with respect to each
jurisdiction in which the Receivables are located or a Uniform Commercial
Code financing statement has been filed by the Issuer either stating that, in
the opinion of such counsel, such action has been taken with respect to the
recording, filing, re-recording and refiling of this Indenture, any
indentures supplemental hereto and any other requisite documents and with
respect to the execution and filing of any financing statements and
continuation statements as is necessary to maintain the first priority lien
and security interest created by this Indenture and reciting the details of
such action or stating that in the opinion of such counsel no such action is
necessary to maintain such lien and security interest. Such Opinion of
Counsel shall also describe the recording, filing, re-recording and refiling
of this Indenture, any indentures supplemental hereto and any other requisite
documents and the execution and filing of any financing statements and
continuation statements that will, in the opinion of such counsel, be
required to maintain the lien and security interest of this Indenture until
April 30 in the following calendar year.

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SECTION 3.07. PERFORMANCE OF OBLIGATIONS; SERVICING OF RECEIVABLES.

(a) The Issuer will not take any action and will use its best
efforts not to permit any action to be taken by others that would release any
Person from any of such Person's material covenants or obligations under any
instrument or agreement included in the Trust Estate or that would result in
the amendment, hypothecation, subordination, termination or discharge of, or
impair the validity or effectiveness of, any such instrument or agreement,
except as expressly provided in this Indenture, the Sale and Servicing
Agreement or such other instrument or agreement.

(b) The Issuer may contract with other Persons acceptable to the
Security Insurer (so long as no Insurer Default shall have occurred and be
continuing) to assist it in performing its duties under this Indenture, and
any performance of such duties by a Person identified to the Trustee and the
Security Insurer in an Officers' Certificate of the Issuer shall be deemed to
be action taken by the Issuer. Initially, the Issuer has contracted with the
Servicer and the Administrator to assist the Issuer in performing its duties
under this Indenture. The Owner Trustee shall not be responsible for the
action or inaction of the Servicer or the Administrator.

(c) The Issuer will punctually perform and observe all of its
obligations and agreements contained in this Indenture, the Related Documents
and in the instruments and agreements included in the Trust Estate, including
but not limited to filing or causing to be filed all UCC financing statements
and continuation statements required to be filed by the terms of this
Indenture and the Sale and Servicing Agreement in accordance with and within
the time periods provided for herein and therein.

(d) If the Issuer shall have knowledge of the occurrence of a
Servicer Termination Event under the Sale and Servicing Agreement, the Issuer
shall promptly notify the Trustee, the Security Insurer and the Rating
Agencies thereof, and shall specify in such notice the action, if any, the
Issuer is taking with respect of such default. If a Servicer Termination
Event shall arise from the failure of the Servicer to perform any of its
duties or obligations under the Sale and Servicing Agreement with respect to
the Receivables, the Issuer shall take all reasonable steps available to it
to remedy such failure.

(e) If an Insurer Default shall have occurred and be continuing and
if the Issuer has given notice of termination to the Servicer of the
Servicer's rights and powers pursuant to Section 8.2 of the Sale and
Servicing Agreement, as promptly as possible thereafter, the Issuer shall
appoint a successor servicer in accordance with Section 8.3 of the Sale and
Servicing Agreement.

(f) Upon any termination of the Servicer's rights and powers
pursuant to the Sale and Servicing Agreement, the Issuer shall promptly
notify the

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Trustee. As soon as a successor Servicer is appointed, the Issuer shall
notify the Trustee of such appointment, specifying in such notice the name
and address of such successor Servicer.

(g) The Issuer agrees that it will not waive timely performance or
observance by the Servicer, the Backup Servicer, the Seller or OFL of their
respective duties under the Related Documents (x) without the prior consent
of the Security Insurer (unless an Insurer Default shall have occurred and be
controlling) or (y) if the effect thereof would adversely affect the Holders
of the Notes.

SECTION 3.08. NEGATIVE COVENANTS. Until the Termination Date, the
Issuer shall not:

(i) except as expressly permitted by this Indenture, the Purchase
Agreement or the Sale and Servicing Agreement, sell, transfer, exchange
or otherwise dispose of any of the properties or assets of the Issuer,
including those included in the Trust Estate, unless directed to do so
by the Controlling Party;

(ii) claim any credit on, or make any deduction from the
principal, interest or premium payable in respect of, the Notes (other
than amounts properly withheld from such payments under the Code) or
assert any claim against any present or former Noteholder by reason of
the payment of the taxes levied or assessed upon any part of the Trust
Estate; or

(iii) (A) permit the validity or effectiveness of this Indenture
to be impaired, or permit the lien in favor of the Indenture Collateral
Agent created by this Indenture to be amended, hypothecated,
subordinated, terminated or discharged, or permit any Person to be
released from any covenants or obligations with respect to the Notes
under this Indenture except as may be expressly permitted hereby, (B)
permit any lien, charge, excise, claim, security interest, mortgage or
other encumbrance (other than the lien in favor of the Indenture
Collateral Agent created by this Indenture) to be created on or extend
to or otherwise arise upon or burden the Trust Estate or any part
thereof or any interest therein or the proceeds thereof (other than tax
liens, mechanics' liens and other liens that arise by operation of law,
in each case on a Financed Vehicle and arising solely as a result of an
action or omission of the related Obligor), (C) permit the lien in
favor of the Indenture Collateral Agent created by this Indenture not
to constitute a valid first priority (other than with respect to any
such tax, mechanics' or other lien) security interest in the Trust
Estate, or (D) amend, modify or fail to comply with the provisions of
the Related Documents without the prior written consent of the
Controlling Party.

SECTION 3.09. ANNUAL STATEMENT AS TO COMPLIANCE. The Issuer will
deliver to the Trustee and the Security Insurer, within 120 days after the
end of each

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fiscal year of the Issuer (commencing with the fiscal year ended December 31,
1996), an Officers' Certificate stating, as to the Authorized Officer signing
such Officer's Certificate, that

(i) a review of the activities of the Issuer during such year and
of performance under this Indenture has been made under such Authorized
Officer's supervision; and

(ii) to the best of such Authorized Officer's knowledge, based on
such review, the Issuer has complied with all conditions and covenants
under this Indenture throughout such year, or, if there has been a
default in the compliance of any such condition or covenant, specifying
each such default known to such Authorized Officer and the nature and
status thereof.

SECTION 3.10. ISSUER MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS.

(a) The Issuer shall not consolidate or merge with or into any
other Person, unless

(i) the Person (if other than the Issuer) formed by or surviving
such consolidation or merger shall be a Person organized and existing
under the laws of the United States of America or any State and shall
expressly assume, by an indenture supplemental hereto, executed and
delivered to the Trustee, in form and substance satisfactory to the
Trustee and the Security Insurer (so long as no Insurer Default shall
have occurred and be continuing), the due and punctual payment of the
principal of and interest on all Notes and the performance or
observance of every agreement and covenant of this Indenture and each
other Related Document on the part of the Issuer to be performed or
observed, all as provided herein;

(ii) immediately after giving effect to such transaction, no
Default or Event of Default shall have occurred and be continuing;

(iii) the Rating Agency Condition shall have been satisfied with
respect to such transaction;

(iv) the Issuer shall have received an Opinion of Counsel which
shall be delivered to and shall be satisfactory to the Trustee and the
Security Insurer (so long as no Insurer Default shall have occurred and
be continuing) to the effect that such transaction will not have any
material adverse tax consequence to the Trust, the Security Insurer,
any Noteholder or any Certificateholder;

(v) any action as is necessary to maintain the lien and security
interest created in favor of the Indenture Collateral Agent by this
Indenture shall have been taken;

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(vi) the Issuer shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel (which shall describe the actions
taken as required by clause (a)(v) of this Section 3.10 or that no such
actions will be taken) each stating that such consolidation or merger
and such supplemental indenture comply with this Article III and that
all conditions precedent herein provided for relating to such
transaction have been compiled with (including any filing required by
the Exchange Act); and

(vii) so long as no Insurer Default shall have occurred and be
continuing, the Issuer shall have given the Security Insurer written
notice of such consolidation or merger at least 20 Business Days prior
to the consummation of such action and shall have received the prior
written approval of the Security Insurer of such consolidation or
merger and the Issuer or the Person (if other than the Issuer) formed
by or surviving such consolidation or merger has a net worth,
immediately after such consolidation or merger, that is (a) greater
than zero and (b) not less than the net worth of the Issuer immediately
prior to giving effect to such consolidation or merger.

(b) The Issuer shall not convey or transfer all or substantially
all of its properties or assets, including those included in the Trust
Estate, to any Person (except as expressly permitted by the Indenture, the
Purchase Agreement or the Sale and Servicing Agreement), unless

(i) the Person that acquires by conveyance or transfer the
properties and assets of the Issuer shall (A) be a United States
citizen or a Person organized and existing under the laws of the United
States of America or any State, (B) expressly assume, by an indenture
supplemental hereto, executed and delivered to the Trustee, in form and
substance satisfactory to the Trustee and the Security Insurer (so long
as no Insurer Default shall have occurred and be continuing), the due
and punctual payment of the principal of and interest on all Notes and
the performance or observance of every agreement and covenant of this
Indenture and each Related Document on the part of the Issuer to be
performed or observed, all as provided herein, (C) expressly agree by
means of such supplemental indenture that all right, title and interest
so conveyed or transferred shall be subject and subordinate to the
rights of Holders of the Notes, (D) unless otherwise provided in such
supplemental indenture, expressly agree to indemnify, defend and hold
harmless the Issuer against and from any loss, liability or expense
arising under or related to this Indenture and the Notes and (E)
expressly agree by means of such supplemental indenture that such
Person (or if a group of Persons, then one specified Person) shall make
all filings with the Commission (and any other appropriate Person)
required by the Exchange Act in connection with the Notes;

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(ii) immediately after giving effect to such transaction, no
Default or Event of Default shall have occurred and be continuing;

(iii) the Rating Agency Condition shall have been satisfied with
respect to such transaction;

(v) any action as is necessary to maintain the lien and security
interest created in favor of the Indenture Collateral Agent by this
Indenture shall have been taken;

(vi) the Issuer shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel (which shall describe the actions
taken as required by clause (b)(v) of this Section 3.10 or that no such
actions will be taken) each stating that such conveyance or transfer
and such supplemental indenture comply with this Article III and that
all conditions precedent herein provided for relating to such
transaction have been complied with (including any filing required by
the Exchange Act); and

(vii) so long as no Insurer Default shall have occurred and be
continuing, the Issuer shall have given the Security Insurer written
notice of such conveyance or transfer of properties or assets at least
20 Business Days prior to the consummation of such action and shall
have received the prior written approval of the Security Insurer of
such conveyance or transfer and the Person acquiring by conveyance or
transfer the properties or assets of the Issuer has a net worth,
immediately after such conveyance or transfer, that is (a) greater than
zero and (b) not less than the net worth of the Issuer immediately
prior to giving effect to such conveyance or transfer.

SECTION 3.11. SUCCESSOR OR TRANSFEREE.

(a) Upon any consolidation or merger of the Issuer in accordance
with Section 3.10(a), the Person formed by or surviving such consolidation or
merger (if other than the Issuer) shall succeed to, and be substituted for,
and may exercise every right and power of, the Issuer under this Indenture
with the same effect as if such Person had been named as the Issuer herein.

(b) Upon a conveyance or transfer of all the assets and properties
of the Issuer pursuant to Section 3.10(b), Olympic Automobile Receivables
Trust, 1996-C will be released from every covenant and agreement of this
Indenture to be

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observed or performed on the part of the Issuer with respect to the Notes
immediately upon the delivery of written notice to the Trustee stating that
Olympic Automobile Receivables Trust, 1996-C is to be so released.

SECTION 3.12. NO OTHER BUSINESS. The Issuer shall not engage in
any business other than financing, purchasing, owning, selling and managing
the Receivables in the manner contemplated by this Indenture and the Related
Documents and activities incidental thereto. After the Funding Period, the
Issuer shall not fund the purchase of any new Receivables.

SECTION 3.13. NO BORROWING. The Issuer shall not issue, incur,
assume, guarantee or otherwise become liable, directly or indirectly, for any
Indebtedness except for (i) the Notes, (ii) obligations owing from time to
time to the Security Insurer under the Insurance Agreement and (iii) any
other Indebtedness permitted by or arising under the Related Documents. The
proceeds of the Notes and the Certificates shall be used exclusively to fund
the Issuer's purchase of the Receivables and the other assets specified in
the Sale and Servicing Agreement, to fund the Pre-Funding Account, the
Reserve Account and the Spread Account and to pay the Issuer's
organizational, transactional and start-up expenses.

SECTION 3.14. SERVICER'S OBLIGATIONS. The Issuer shall cause the
Servicer to comply with Sections 3.9, 3.10, 3.11 and 4.9(b) of the Sale and
Servicing Agreement.

SECTION 3.15. GUARANTEES, LOANS, ADVANCES AND OTHER LIABILITIES.
Except as contemplated by the Sale and Servicing Agreement or this Indenture,
the Issuer shall not make any loan or advance or credit to, or guarantee
(directly or indirectly or by an instrument having the effect of assuming
another's payment or performance on any obligation or capability of so doing
or otherwise), endorse or otherwise become contingently liable, directly or
indirectly, in connection with the obligations, stocks or dividends of, or
own, purchase, repurchase or acquire (or agree contingently to do so) any
stock, obligations, assets or securities of, any other interest in, or make
any capital contribution to, any other Person.

SECTION 3.16. CAPITAL EXPENDITURES. The Issuer shall not make any
expenditure (by long-term or operating lease or otherwise) for capital assets
(either realty or personalty).

SECTION 3.17. RESTRICTED PAYMENTS. Except as expressly permitted
by this Indenture or the Sale and Servicing Agreement, the Issuer shall not,
directly or indirectly, (i) make any distribution (by reduction of capital or
otherwise), whether in cash, property, securities or a combination thereof,
to the Owner Trustee or any owner of a beneficial interest in the Issuer or
otherwise with respect to any ownership or equity interest or security in or
of the Issuer or to the Servicer, (ii) redeem, purchase, retire or otherwise
acquire for value any such ownership or equity interest or security or (iii)
set aside or otherwise segregate any amounts for

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any such purpose. The Issuer will not, directly or indirectly, make payments
to or distributions from the Collection Account except in accordance with
this Indenture and the Related Documents.

SECTION 3.18. NOTICE OF EVENTS OF DEFAULT. The Issuer agrees to
give the Trustee, the Security Insurer and the Rating Agencies prompt written
notice of each Event of Default hereunder, each default on the part of the
Servicer or the Seller of its obligations under the Sale and Servicing
Agreement and each default on the part of OFL of its obligations under the
Purchase Agreements.

SECTION 3.19. FURTHER INSTRUMENTS AND ACTS. Upon request of the
Trustee or the Security Insurer, the Issuer will execute and deliver such
further instruments and do such further acts as may be reasonably necessary
or proper to carry out more effectively the purpose of this Indenture.

SECTION 3.20. COMPLIANCE WITH LAWS. The Issuer shall comply with
the requirements of all applicable laws, the non-compliance with which would,
individually or in the aggregate, materially and adversely affect the ability
of the Issuer to perform its obligations under the Notes, this Indenture or
any Related Document.

SECTION 3.21. AMENDMENTS OF SALE AND SERVICING AGREEMENT AND TRUST
AGREEMENT. The Issuer shall not agree to any amendment to Section 10.1 of
the Sale and Servicing Agreement or Section 11.1 of the Trust Agreement to
eliminate the requirements thereunder that the Trustee or the Holders of the
Notes consent to amendments thereto as provided therein.

SECTION 3.22. REMOVAL OF ADMINISTRATOR. If an Insurer Default
shall have occurred and be continuing, so long as any Notes are issued and
outstanding, the Issuer shall not remove the Administrator without cause
unless the Rating Agency Condition shall have been satisfied in connection
with such removal.

SECTION 3.23. INCOME TAX CHARACTERIZATION. For purposes of federal
income, state and local income and franchise and any other income taxes, the
Issuer will treat the Notes as indebtedness of the Issuer.

ARTICLE IV

SATISFACTION AND DISCHARGE

SECTION 4.01. SATISFACTION AND DISCHARGE OF INDENTURE. This
Indenture shall cease to be of further effect with respect to the Notes
except as to (i) rights of registration of transfer and exchange, (ii)
substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of
Noteholders to receive payments of principal, interest and premium, if any,
thereon, (iv) Sections 3.03, 3.04, 3.05, 3.07,

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3.08, 3.10, 3.12, 3.13, 3.20, 3.21 and 3.23, (v) the rights, obligations and
immunities of the Trustee hereunder (including the rights of the Trustee
under Section 6.07 and the obligations of the Trustee under Section 4.02) and
(vi) the rights of Noteholders as beneficiaries hereof with respect to the
property so deposited with the Trustee payable to all or any of them, and the
Trustee, on demand of and at the expense of the Issuer, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture with
respect to the Notes, when

(A) either

(1) all Notes theretofore authenticated and delivered (other
than (i) Notes that have been destroyed, lost or stolen and that have
been replaced or paid as provided in Section 2.05 and (ii) Notes for
whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Issuer and thereafter repaid to the
Issuer or discharged from such trust, as provided in Section 3.03) have
been delivered to the Trustee for cancellation and the Note Policy has
expired and been returned to the Security Insurer for cancellation; or

(2) all Notes not theretofore delivered to the Trustee for
cancellation

(i) have become due and payable, or

(ii) will become due and payable at the Final Scheduled
Distribution Date within one year, or

(iii) are to be called for redemption within one year
under arrangements satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the
expense, of the Issuer,

and the Issuer, in the case of (i), (ii) or (iii) above, has irrevocably
deposited or caused to be irrevocably deposited with the Indenture Collateral
Agent as part of the Trust Estate cash or direct obligations of or
obligations guaranteed by the United States of America (which will mature
prior to the date such amounts are payable), in trust in an Eligible Account
in the name of the Indenture Collateral Agent for such purpose, in an amount
sufficient to pay and discharge the entire indebtedness on such Notes not
theretofore delivered to the Trustee for cancellation when due to the Final
Scheduled Distribution Date or Redemption Date (if Notes shall have been
called for redemption pursuant to Section 10.01(a)), as the case may be;

(B) the Issuer has paid or caused to be paid all Insurer Issuer
Secured Obligations and all Trustee Issuer Secured Obligations; and

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(C) the Issuer has delivered to the Trustee, the Indenture
Collateral Agent and the Security Insurer an Officers' Certificate, an
Opinion of Counsel and (if required by the TIA, the Trustee, the
Indenture Collateral Agent and the Security Insurer) an Independent
Certificate from a firm of certified public accountants, each meeting the
applicable requirements of Section 11.01(a) and each stating that all
conditions precedent herein provided for relating to the satisfaction and
discharge of this Indenture have been complied with and the Rating Agency
Condition has been satisfied.

SECTION 4.02. APPLICATION OF TRUST MONEY. All moneys deposited
with the Trustee pursuant to Section 4.01 hereof shall be held in trust and
applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent, as
the Trustee may determine, to the Holders of the particular Notes for the
payment or redemption of which such moneys have been deposited with the
Trustee, of all sums due and to become due thereon for principal and
interest; but such moneys need not be segregated from other funds except to
the extent required herein or in the Sale and Servicing Agreement or required
by law.

SECTION 4.03. REPAYMENT OF MONEYS HELD BY PAYING AGENT. In
connection with the satisfaction and discharge of this Indenture with respect
to the Notes, all moneys then held by any Paying Agent other than the Trustee
under the provisions of this Indenture with respect to such Notes shall, upon
demand of the Issuer, be paid to the Trustee to be held and applied according
to Section 3.03 and thereupon such Paying Agent shall be released from all
further liability with respect to such moneys.

SECTION 4.04. RELEASE OF TRUST ESTATE. The Indenture Collateral
Agent shall, on or after the Termination Date, release any remaining portion
of the Trust Estate from the lien created by this Indenture and deposit in
the Collection Account any funds then on deposit in any other Trust Account.
The Indenture Collateral Agent shall release property from the lien created
by this Indenture pursuant to this Section 4.04 only upon receipt of an
Issuer Request accompanied by an Officer's Certificate, an Opinion of Counsel
and (if required by the TIA) Independent Certificates in accordance with TIA
Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section
11.01.

ARTICLE V

REMEDIES

SECTION 5.01. EVENTS OF DEFAULT. "Event of Default," wherever used
herein, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be
effected by

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operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

(i) default in the payment of any interest on any Note when the
same becomes due and payable, and such default shall continue for a
period of five days (solely for purposes of this clause, a payment on
the Notes funded by the Security Insurer or the Collateral Agent
pursuant to the Spread Account Agreement shall be deemed to be a
payment made by the Issuer); or

(ii) default in the payment of the principal of or any installment
of the principal of any Note when the same becomes due and payable
(solely for purposes of this clause, a payment on the Notes funded by
the Security Insurer or the Collateral Agent pursuant to the Spread
Account Agreement, shall be deemed to be a payment made by the Issuer); or

(iii) so long as an Insurer Default shall not have occurred and be
continuing, an Insurance Agreement Indenture Cross Default shall have
occurred; provided, however, that the occurrence of an Insurance
Agreement Indenture Cross Default may not form the basis of an Event of
Default unless the Security Insurer shall, upon prior written notice
to the Rating Agencies, have delivered to the Issuer and the Trustee
and not rescinded a written notice specifying that such Insurance
Agreement Indenture Cross Default constitutes an Event of Default under
the Indenture; or

(iv) so long as an Insurer Default shall have occurred and be
continuing, default in the observance or performance of any covenant or
agreement of the Issuer made in this Indenture (other than a covenant
or agreement, a default in the observance or performance of which is
elsewhere in this Section specifically dealt with), or any
representation or warranty of the Issuer made in this Indenture or in
any certificate or other writing delivered pursuant hereto or in
connection herewith proving to have been incorrect in any material
respect as of the time when the same shall have been made, and such
default shall continue or not be cured, or the circumstance or
condition in respect of which such misrepresentation or warranty was
incorrect shall not have been eliminated or otherwise cured, for a
period of 30 days after there shall have been given, by registered or
certified mail, to the Issuer by the Trustee or to the Issuer and the
Trustee by the Holders of at least 25% of the Outstanding Amount of the
Notes, a written notice specifying such default or incorrect
representation or warranty and requiring it to be remedied and stating
that such notice is a "Notice of Default" hereunder; or

(v) so long as an Insurer Default shall have occurred and be
continuing, the commencement of an involuntary case against the Issuer
under any applicable Federal or state bankruptcy, insolvency or other
similar

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law now or hereafter in effect, and such case is not dismissed within
60 days; or

(vi) so long as an Insurer Default shall have occurred and be
continuing, (A) the commencement by the Issuer of a voluntary case under
any applicable Federal or state bankruptcy, insolvency or other similar
law now or hereafter in effect, (B) the entry of an order for relief in
an involuntary case against the Issuer under any such law, (C) the
consent by the Issuer to the entry of any such order for relief,
(D) the consent by the Issuer to the appointment or taking possession
by a receiver, liquidator, assignee, custodian, trustee, sequestrator
or similar official of the Issuer or for any substantial part of the
Trust Estate, (E) the making by the Issuer of any general assignment
for the benefit of creditors, (F) the failure by the Issuer generally
to pay its debts as such debts become due, or (G) the taking of action
by the Issuer in furtherance of any of the foregoing.

The Issuer shall deliver to the Trustee and the Security Insurer,
within five days after obtaining knowledge of the occurrence thereof, written
notice in the form of an Officers' Certificate of any event which with the
giving of notice and the lapse of time would become an Event of Default under
clause (iii), its status and what action the Issuer is taking or proposes to
take with respect thereto.

SECTION 5.02. RIGHTS UPON EVENT OF DEFAULT.

(a) If an Insurer Default shall not have occurred and be continuing
and an Event of Default shall have occurred and be continuing, the Notes
shall become immediately due and payable at par, together with accrued
interest thereon. If an Event of Default shall have occurred and be
continuing, the Controlling Party may exercise any of the remedies specified
in Section 5.04(a). In the event of any acceleration of any Notes by
operation of this Section 5.02, the Trustee shall continue to be entitled to
make claims under the Note Policy pursuant to Section 5.18 hereof for
Scheduled Payments on the Notes. Payments under the Note Policy following
acceleration of any Notes shall be applied by the Trustee:

FIRST: to Noteholders for amounts due and unpaid on the Notes for
interest, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Notes for interest; and

SECOND: to Noteholders for amounts due and unpaid on the Notes for
principal, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Notes for principal.

(b) In the event any Notes are accelerated due to an Event of
Default, the Security Insurer shall have the right (in addition to its
obligation to pay Scheduled Payments on the Notes in accordance with the Note
Policy), but not the obligation, to make payments under the Note Policy or
otherwise of interest and

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principal due on such Notes, in whole or in part, on any date or dates
following such acceleration as the Security Insurer, in its sole discretion,
shall elect.

(c) If an Insurer Default shall have occurred and be continuing and
an Event of Default shall have occurred and be continuing, the Trustee in its
discretion may, or if so requested in writing by Holders holding Notes
representing at least 66-2/3% of the aggregate outstanding principal amount
of the Notes shall, upon prior written notice to the Rating Agencies, declare
by written notice to the Issuer that the Notes become, whereupon they shall
become, immediately due and payable at par, together with accrued interest
thereon. Notwithstanding anything to the contrary in this paragraph (c), if
an Event of Default specified in Section 5.01(v) or (vi) shall occur and be
continuing when an Insurer Default has occurred and is continuing, the Notes
shall become immediately due and payable at par, together with accrued
interest thereon.

SECTION 5.03. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT
BY TRUSTEE; AUTHORITY OF CONTROLLING PARTY.

(a) The Issuer covenants that if any Notes are accelerated
following the occurrence of an Event of Default, the Issuer will, upon demand
of the Trustee, pay to it, for the benefit of the Holders of such Notes, the
whole amount then due and payable on such Notes for principal and interest,
with interest upon the overdue principal, and, to the extent payment at such
rate of interest shall be legally enforceable, upon overdue installments of
interest, at the applicable Interest Rate and in addition thereto such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements
and advances of the Trustee and its agents and counsel.

(b) Each Issuer Secured Party hereby irrevocably and
unconditionally appoints the Controlling Party as the true and lawful
attorney-in-fact of such Issuer Secured Party for so long as such Issuer
Secured Party is not the Controlling Party, with full power of substitution,
to execute, acknowledge and deliver any notice, document, certificate, paper,
pleading or instrument and to do in the name of the Controlling Party as well
as in the name, place and stead of such Issuer Secured Party such acts,
things and deeds for or on behalf of and in the name of such Issuer Secured
Party under this Indenture (including specifically under Section 5.04) and
under the Related Documents which such Issuer Secured Party could or might do
or which may be necessary, desirable or convenient in such Controlling
Party's sole discretion to effect the purposes contemplated hereunder and
under the Related Documents and, without limitation, following the occurrence
of an Event of Default, exercise full right, power and authority to take, or
defer from taking, any and all acts with respect to the administration,
maintenance or disposition of the Trust Estate.

(c) If an Event of Default occurs and is continuing, the Trustee
may in its discretion but with the consent of the Controlling Party (except
as provided in

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Section 5.03(d) below), proceed to protect and enforce its rights and the
rights of the Noteholders, by such appropriate Proceedings as the Trustee
shall deem most effective to protect and enforce any such rights, whether for
the specific enforcement of any covenant or agreement in this Indenture or in
aid of the exercise of any power granted herein, or to enforce any other
proper remedy or legal or equitable right vested in the Trustee by this
Indenture or by law.

(d) Notwithstanding anything to the contrary contained in this
Indenture (including without limitation Sections 5.04(a), 5.12, 5.13 and
5.17) and regardless of whether an Insurer Default shall have occurred and be
continuing, if the Issuer fails to perform its obligations under Section
10.01(b) hereof when and as due, the Trustee may in its discretion (and
without the consent of the Controlling Party) proceed to protect and enforce
its rights and the rights of the Noteholders by such appropriate Proceedings
as the Trustee shall deem most effective to protect and enforce any such
rights, whether for specific performance of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to
enforce any other proper remedy or legal or equitable right vested in the
Trustee by this Indenture or by law; provided that the Trustee shall only be
entitled to take any such actions without the consent of the Controlling
Party to the extent such actions (x) are taken only to enforce to Issuer's
obligations to redeem the principal amount of Notes and make payment of the
Noteholders' Prepayment Premium required under Section 10.01(b) and (y) are
taken only against the portion of the Indenture Collateral, if any,
consisting of the Pre-Funding Account, the Reserve Account, any investments
therein and any proceeds thereof.

(e) In case there shall be pending, relative to the Issuer or any
other obligor upon the Notes or any Person having or claiming an ownership
interest in the Trust Estate, Proceedings under Title 11 of the United States
Code or any other applicable Federal or state bankruptcy, insolvency or other
similar law, or in case a receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, sequestrator or similar official shall have been
appointed for or taken possession of the Issuer or its property or such other
obligor or Person, or in case of any other comparable judicial Proceedings
relative to the Issuer or other obligor upon the Notes, or to the creditors
or property of the Issuer or such other obligor, the Trustee, irrespective of
whether the principal of any Notes shall then be due and payable as therein
expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand pursuant to the provisions of this
Section, shall be entitled and empowered, by intervention in such Proceedings
or otherwise:

(i) to file and prove a claim or claims for the whole amount of
principal, interest and premium, if any, owing and unpaid in respect of
the Notes and to file such other papers or documents as may be
necessary or advisable in order to have the claims of the Trustee
(including any claim for reasonable compensation to the Trustee and
each predecessor Trustee, and their respective agents, attorneys and
counsel, and for reimbursement of all expenses and liabilities
incurred, and all advances made, by the Trustee and

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each predecessor Trustee, except as a result of negligence or bad
faith) and of the Noteholders allowed in such Proceedings;

(ii) unless prohibited by applicable law and regulations, to vote
on behalf of the Holders of Notes in any election of a trustee, a
standby trustee or Person performing similar functions in any such
Proceedings;

(iii) to collect and receive any moneys or other property payable
or deliverable on any such claims and to distribute all amounts received
with respect to the claims of the Noteholders and of the Trustee on
their behalf; and

(iv) to file such proofs of claim and other papers or documents as
may be necessary or advisable in order to have the claims of the
Trustee or the Holders of Notes allowed in any judicial proceedings
relative to the Issuer, its creditors and its property;

and any trustee, receiver, liquidator, custodian or other similar official in
any such Proceeding is hereby authorized by each of such Noteholders to make
payments to the Trustee, and, in the event that the Trustee shall consent to
the making of payments directly to such Noteholders, to pay to the Trustee
such amounts as shall be sufficient to cover reasonable compensation to the
Trustee, each predecessor Trustee and their respective agents, attorneys and
counsel, and all other expenses and liabilities incurred, and all advances
made, by the Trustee and each predecessor Trustee except as a result of
negligence or bad faith.

(f) Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or vote for or accept or adopt on behalf
of any Noteholder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder thereof or to
authorize the Trustee to vote in respect of the claim of any Noteholder in
any such proceeding except, as aforesaid, to vote for the election of a
trustee in bankruptcy or similar Person.

(g) All rights of action and of asserting claims under this
Indenture, the Spread Account Agreement, or under any of the Notes, may be
enforced by the Trustee without the possession of any of the Notes or the
production thereof in any trial or other Proceedings relative thereto, and
any such action or Proceedings instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment,
subject to the payment of the expenses, disbursements and compensation of the
Trustee, each predecessor Trustee and their respective agents and attorneys,
shall be for the ratable benefit of the Holders of the Notes.

(h) In any Proceedings brought by the Trustee (including any
Proceedings involving the interpretation of any provision of this Indenture
or the Spread Account Agreement), the Trustee shall be held to represent all
the Holders of

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the Notes, and it shall not be necessary to make any Noteholder a party to
any such Proceedings.

SECTION 5.04. REMEDIES. (a) If an Event of Default shall have
occurred and be continuing, the Controlling Party may (subject to Section
5.05):

(i) institute Proceedings in its own name and as or on behalf of
a trustee of an express trust for the collection of all amounts then
payable on the Notes or under this Indenture with respect thereto,
whether by declaration or otherwise, enforce any judgment obtained, and
collect from the Issuer and any other obligor upon such Notes moneys
adjudged due;

(ii) institute Proceedings from time to time for the complete or
partial foreclosure of this Indenture with respect to the Trust Estate;

(iii) exercise any remedies of a secured party under the UCC and
any other remedy available to the Trustee and take any other appropriate
action to protect and enforce the rights and remedies of the Issuer
Secured Parties; and

(iv) direct the Indenture Collateral Agent to sell the Trust
Estate or any portion thereof or rights or interest therein, at one or
more public or private sales called and conducted in any manner
permitted by law; PROVIDED, HOWEVER, that

(A) if the Security Insurer is the Controlling Party, the
Security Insurer may not sell or otherwise liquidate the Trust
Estate following an Insurance Agreement Indenture Cross Default
unless

(I) such Insurance Agreement Indenture Cross Default
arises from a claim being made on the Note Policy or from the
insolvency of the Trust or the Seller, or

(II) the proceeds of such sale or liquidation
distributable to the Noteholders are sufficient to discharge
in full all amounts then due and unpaid upon such Notes for
principal and interest; or

(B) if the Trustee is the Controlling Party, the Trustee may
not sell or otherwise liquidate the Trust Estate following an Event
of Default unless

(I) such Event of Default is of the type described in
Section 5.01(i) or (ii), or

(II) either

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(x) the Holders of 100% of the Outstanding Amount of
the Notes consent thereto,

(y) the proceeds of such sale or liquidation
distributable to the Noteholders are sufficient to
discharge in full all amounts then due and unpaid upon
such Notes for principal and interest, or

(z) the Trustee determines that the Trust Estate
will not continue to provide sufficient funds for the
payment of principal of and interest on the Notes as they
would have become due if the Notes had not been declared
due and payable, and the Trustee provides prior written
notice to the Rating Agencies and obtains the consent of
Holders of 66-2/3% of the Outstanding Amount of the
Notes.

In determining such sufficiency or insufficiency with respect to
clause (y) and (z), the Trustee may, but need not, obtain and rely
upon an opinion of an Independent investment banking or accounting
firm of national reputation as to the feasibility of such proposed
action and as to the sufficiency of the Trust Estate for such
purpose.

SECTION 5.05. OPTIONAL PRESERVATION OF THE RECEIVABLES. If the
Trustee is Controlling Party and if any Notes have been declared to be due
and payable under Section 5.02 following an Event of Default and such
declaration and its consequences have not been rescinded and annulled, the
Trustee may, but need not, elect to maintain possession of the Trust Estate.
It is the desire of the parties hereto and the Noteholders that there be at
all times sufficient funds for the payment of principal of and interest on
the Notes, and the Trustee shall take such desire into account when
determining whether or not to maintain possession of the Trust Estate. In
determining whether to maintain possession of the Trust Estate, the Trustee
may, but need not, obtain and rely upon an opinion of an Independent
investment banking or accounting firm of national reputation as to the
feasibility of such proposed action and as to the sufficiency of the Trust
Estate for such purpose.

SECTION 5.06. PRIORITIES.

(a) If the Trustee collects any money or property pursuant to this
Article V (excluding any payments made under the Note Policy), or if the
Indenture Collateral Agent delivers any money or property in respect of
liquidation of the Trust Estate to the Trustee pursuant to Section
5.04(a)(iv), the Trustee shall pay as promptly as practicable out the money
or property in the following order:

FIRST: amounts due and owing and required to be distributed to the
Servicer, the Owner Trustee, the Administrator, the Trustee, the Lockbox

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Bank, the Custodian, the Backup Servicer, the Collateral Agent and the
Indenture Collateral Agent, respectively, pursuant to priorities (i),
(ii) and (iii) of Section 4.6 of the Sale and Servicing Agreement and
not previously distributed, in the order of such priorities and without
preference or priority of any kind within such priorities;

SECOND: to Noteholders for amounts due and unpaid on the Notes for
interest, ratably, without preference or priority of any kind,
according to the amounts due and payable on the Notes for interest;

THIRD: to Noteholders for amounts due and unpaid on the Notes for
principal and premium, ratably, without preference or priority of any
kind, according to the amounts due and payable on the Notes for
principal;

FOURTH: amounts due and unpaid on the Certificates for interest,
principal and premium, to the Owner Trustee for distribution to
Certificateholders in accordance with Section 5.2(d) of the Trust
Agreement;

FIFTH: amounts due and owing and required to be distributed to the
Security Insurer pursuant to priority (viii) of Section 4.6 of the Sale
and Servicing Agreement and not previously distributed; and

SIXTH: to the Collateral Agent to be applied as provided in the
Spread Account Agreement;

provided that any amounts collected from the Pre-Funding Account or the
Reserve Account shall be paid, FIRST, for amounts due and unpaid on the Notes
for principal and premium, if any, for distribution to Noteholders in
accordance with Section 10.01(b) and, SECOND, for amounts due and unpaid on
the Certificates for principal and premium, if any, in accordance with
Section 4.7(b) of the Sale and Servicing Agreement and, THIRD, in accordance
with priorities ONE through SIXTH above; PROVIDED, HOWEVER, that the Issuer's
obligation to pay the Class A-1 Prepayment Premium, the Class A-2 Prepayment
Premium, the Class A-3 Prepayment Premium, the Class A-4 Prepayment Premium
or the Class A-5 Prepayment Premium shall, as set forth in Section 2.4(d) of
the Sale and Servicing Agreement, be limited solely to funds which are
received by the Issuer from OFL pursuant to Section 6.2 of the Purchase
Agreement as liquidated damages for the failure of OFL to deliver Subsequent
Receivables and no other assets of the Issuer will be available to pay the
Class A-1 Prepayment Premium, the Class A-2 Prepayment Premium, the Class A-3
Prepayment Premium, the Class A-4 Prepayment Premium, under the circumstances.

(b) The Trustee may fix a record date and payment date for any
payment to Noteholders pursuant to this Section. At least 15 days before
such record date the Issuer shall mail to each Noteholder and the Trustee a
notice that states the record date, the payment date and the amount to be
paid.

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SECTION 5.07. LIMITATION OF SUITS. No Holder of any Note shall
have any right to institute any Proceeding, judicial or otherwise, with
respect to this Indenture, or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless:

(i) such Holder has previously given written notice to the Trustee
of a continuing Event of Default;

(ii) the Holders of not less than 25% of the Outstanding Amount of
the Notes have made written request to the Trustee to institute such
Proceeding in respect of such Event of Default in its own name as Trustee
hereunder;

(iii) such Holder or Holders have offered to the Trustee
reasonable indemnity against the costs, expenses and liabilities to be
incurred in complying with such request;

(iv) the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity has failed to institute such Proceedings;

(v) no direction inconsistent with such written request has been
given to the Trustee during such 60-day period by the Holders of a majority
of the Outstanding Amount of the Notes; and

(vi) an Insurer Default shall have occurred and be continuing;

it being understood and intended that no one or more Holders of Notes shall
have any right in any manner whatever by virtue of, or by availing of, any
provision of this Indenture to affect, disturb or prejudice the rights of any
other Holders of Notes or to obtain or to seek to obtain priority or
preference over any other Holders or to enforce any right under this
Indenture, except in the manner herein provided.

In the event the Trustee shall receive conflicting or inconsistent
requests and indemnity from two or more groups of Holders of Notes, each
representing less than a majority of the Outstanding Amount of the Notes, the
Trustee in its sole discretion may determine what action, if any, shall be
taken, notwithstanding any other provisions of this Indenture.

SECTION 5.08. UNCONDITIONAL RIGHTS OF NOTEHOLDERS TO RECEIVE
PRINCIPAL AND INTEREST. Notwithstanding any other provisions in this
Indenture, the Holder of any Note shall have the right, which is absolute and
unconditional, to receive payment of the principal of and interest on such
Note on or after the respective due dates thereof expressed in such Note or
in this Indenture (or, in the case of redemption, on or after the Redemption
Date) and to institute suit for the enforcement of any such payment, and such
right shall not be impaired without the

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consent of such Holder; PROVIDED, HOWEVER, that so long as an Insurer Default
shall not have occurred and be continuing, no such suit shall be instituted.

SECTION 5.09. RESTORATION OF RIGHTS AND REMEDIES. If the
Controlling Party or any Noteholder has instituted any Proceeding to enforce
any right or remedy under this Indenture and such Proceeding has been
discontinued or abandoned for any reason or has been determined adversely to
the Trustee or to such Noteholder, then and in every such case the Issuer,
the Trustee and the Noteholders shall, subject to any determination in such
Proceeding, be restored severally and respectively to their former positions
hereunder, and thereafter all rights and remedies of the Trustee and the
Noteholders shall continue as though no such Proceeding had been instituted.

SECTION 5.10. RIGHTS AND REMEDIES CUMULATIVE. No right or remedy
herein conferred upon or reserved to the Controlling Party or to the
Noteholders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative
and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or
remedy.

SECTION 5.11. DELAY OR OMISSION NOT A WAIVER. No delay or
omission of the Controlling Party or any Holder of any Note to exercise any
right or remedy accruing upon any Default or Event of Default shall impair
any such right or remedy or constitute a waiver of any such Default or Event
of Default or an acquiescence therein. Every right and remedy given by this
Article V or by law to the Trustee or to the Noteholders may be exercised
from time to time, and as often as may be deemed expedient, by the Trustee or
by the Noteholders, as the case may be.

SECTION 5.12. CONTROL BY NOTEHOLDERS. If the Trustee is the
Controlling Party, the Holders of a majority of the Outstanding Amount of the
Notes shall have the right to direct the time, method and place of conducting
any Proceeding for any remedy available to the Trustee with respect to the
Notes or exercising any trust or power conferred on the Trustee; provided that

(i) such direction shall not be in conflict with any rule of law or
with this Indenture;

(ii) subject to the express terms of Section 5.04, any direction to
the Trustee to sell or liquidate all or any portion of the Trust Estate
shall be by the Holders of Notes representing not less than 100% of the
Outstanding Amount of the Notes;

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(iii) if the conditions set forth in Section 5.05 have been
satisfied and the Trustee elects to retain the Trust Estate pursuant to
such Section, then any direction to the Trustee by Holders of Notes
representing less than 100% of the Outstanding Amount of the Notes to sell
or liquidate all or any portion of the Trust Estate shall be of no force
and effect; and

(iv) the Trustee may take any other action deemed proper by the
Trustee that is not inconsistent with such direction; PROVIDED, HOWEVER,
that, subject to Section 6.01, the Trustee need not take any action that it
determines might involve it in liability or might materially adversely
affect the rights of any Noteholders not consenting to such action.

SECTION 5.13. WAIVER OF PAST DEFAULTS.

If an Insurer Default shall have occurred and be continuing, the
Holders of Notes of not less than a majority of the Outstanding Amount of the
Notes may waive any past Default or Event of Default and its consequences
except a Default (a) in payment of principal of or interest on any of the
Notes or (b) in respect of a covenant or provision hereof which cannot be
modified or amended without the consent of the Holder of each Note. In the
case of any such waiver, the Issuer, the Trustee and the Holders of the Notes
shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereto.

Upon any such waiver, such Default shall cease to exist and be
deemed to have been cured and not to have occurred, and any Event of Default
arising therefrom shall be deemed to have been cured and not to have
occurred, for every purpose of this Indenture; but no such waiver shall
extend to any subsequent or other Default or Event of Default or impair any
right consequent thereto.

SECTION 5.14. UNDERTAKING FOR COSTS. All parties to this
Indenture agree, and each Holder of any Note by such Holder's acceptance
thereof shall be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered
or omitted by it as Trustee, the filing by any party litigant in such suit of
an undertaking to pay the costs of such suit and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to (a) any suit instituted by the
Trustee, (b) any suit instituted by any Noteholder, or group of Noteholders,
in each case holding in the aggregate more than 10% of the Outstanding Amount
of the Notes or (c) any suit instituted by any Noteholder for the enforcement
of the payment of principal of or interest on any Note on or after the
respective due dates expressed in such Note and in this Indenture (or, in the
case of redemption, on or after the Redemption Date).

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SECTION 5.15. WAIVER OF STAY OR EXTENSION LAWS. The Issuer
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead or in any manner whatsoever, claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or
at any time hereafter in force, that may affect the covenants or the
performance of this Indenture; and the Issuer (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantages of any such
law, and covenants that it will not hinder, delay or impede the execution of
any power herein granted to the Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.

SECTION 5.16. ACTION ON NOTES. The Trustee's right to seek and
recover judgment on the Notes or under this Indenture shall not be affected
by the seeking, obtaining or application of any other relief under or with
respect to this Indenture. Neither the lien of this Indenture nor any rights
or remedies of the Trustee or the Noteholders shall be impaired by the
recovery of any judgment by the Trustee against the Issuer or by the levy of
any execution under such judgment upon any portion of the Trust Estate or
upon any of the assets of the Issuer.

SECTION 5.17. PERFORMANCE AND ENFORCEMENT OF CERTAIN OBLIGATIONS.

(a) Promptly following a request from the Trustee to do so and at
the Seller's expense, the Issuer agrees to take all such lawful action as the
Trustee may request to compel or secure the performance and observance by the
Seller, the Servicer and OFL, as applicable, of each of their obligations to
the Issuer under or in connection with the Sale and Servicing Agreement or to
the Seller under or in connection with the Purchase Agreement in accordance
with the terms thereof, and to exercise any and all rights, remedies, powers
and privileges lawfully available to the Issuer under or in connection with
the Sale and Servicing Agreement to the extent and in the manner directed by
the Trustee, including the transmission of notices of default on the part of
the Seller or the Servicer thereunder and the institution of legal or
administrative actions or proceedings to compel or secure performance by the
Seller or the Servicer of each of their obligations under the Sale and
Servicing Agreement.

(b) If the Trustee is Controlling Party and if an Event of Default
has occurred and is continuing, the Trustee may, and at the direction (which
direction shall be in writing, including facsimile) of the Holders of 66-2/3%
of the Outstanding Amount of the Notes shall, exercise all rights, remedies,
powers, privileges and claims of the Issuer against the Seller or the
Servicer under or in connection with the Sale and Servicing Agreement,
including the right or power to take any action to compel or secure
performance or observance by the Seller or the Servicer of each of their
obligations to the Issuer thereunder and to give any consent, request,
notice, direction, approval, extension or waiver under the Sale and Servicing
Agreement, and any right of the Issuer to take such action shall be suspended.

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(c) Promptly following a request from the Trustee to do so and at
the Seller's expense, the Issuer agrees to take all such lawful action as the
Trustee may request to compel or secure the performance and observance by OFL
of each of its obligations to the Seller under or in connection with the
Purchase Agreement in accordance with the terms thereof, and to exercise any
and all rights, remedies, powers and privileges lawfully available to the
Issuer under or in connection with the Purchase Agreement to the extent and
in the manner directed by the Trustee, including the transmission of notices
of default on the part of the Seller thereunder and the institution of legal
or administrative actions or proceedings to compel or secure performance by
OFL of each of its obligations under the Purchase Agreement.

(d) If the Trustee is Controlling Party and if an Event of Default
has occurred and is continuing the Trustee may, and at the direction (which
direction shall be in writing, including facsimile) of the Holders of 66-2/3%
of the Outstanding Amount of the Notes shall, exercise all rights, remedies,
powers, privileges and claims of the Seller against OFL under or in
connection with the Purchase Agreement, including the right or power to take
any action to compel or secure performance or observance by OFL of each of
its obligations to the Seller hereunder and to give any consent, request,
notice, direction, approval, extension or waiver under the Purchase
Agreement, and any right of the Seller to take such action shall be suspended.

SECTION 5.18. CLAIMS UNDER NOTE POLICY.

(a) In the event that the Trustee has delivered a Deficiency
Notice with respect to any Determination Date pursuant to Section 5.2 of the
Sale and Servicing Agreement, the Trustee shall on the related Draw Date
determine the Note Policy Claim Amount (as defined below) for the related
Payment Date. If the Note Policy Claim Amount for such Payment Date is
greater than zero, the Trustee shall furnish to the Security Insurer no later
than 12:00 noon New York City time on the related Draw Date a completed
Notice of Claim in the amount of the Note Policy Claim Amount. Amounts paid
by the Security Insurer pursuant to a claim submitted under this Section
5.18(a) shall be deposited by the Trustee into the Note Distribution Account
for payment to Noteholders on the related Payment Date. The "Note Policy
Claim Amount" for any Payment Date other than the Class A-1 Final Scheduled
Distribution Date shall equal the lesser of (i) the sum of the Noteholders'
Interest Distributable Amount and the Noteholders' Principal Distributable
Amount for such Payment Date, and (ii) the excess, if any, of the amount
required to be distributed pursuant to clauses (i) - (v) of Section 4.6 of
the Sale and Servicing Agreement (without giving effect to the limitation of
the Distribution Amount specified in each such clause) over the Distribution
Amount with respect to such Payment Date. The "Note Policy Claim Amount"
with respect to the Class A-1 Final Scheduled Distribution Date shall equal
the excess, if any, of (i) the amount required to be distributed pursuant to
clauses (i) - (viii) of Section 4.6 of the Sale and Servicing Agreement
(without giving effect to the limitation of the Distribution

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Amount specified in each such clause) over (ii) the sum of (A) the
Distribution Amount with respect to such Payment Date, plus (B) the amount,
if any, withdrawn from the Class A-1 Holdback Subaccount and deposited in the
Note Distribution Account pursuant to Section 5.1(b) of the Sale and
Servicing Agreement.

(b) Any notice delivered by the Trustee to the Security Insurer
pursuant to subsection 5.18(a) shall specify the Note Policy Claim Amount
claimed under the Note Policy and shall constitute a "Notice of Claim" under
the Note Policy. In accordance with the provisions of the Note Policy, the
Security Insurer is required to pay to the Trustee the Note Policy Claim
Amount properly claimed thereunder by 12:00 noon, 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 Payment Date. Any payment made
by the Security Insurer under the Note Policy shall be applied solely to the
payment of the Notes, and for no other purpose.

(c) The Trustee shall (i) receive as attorney-in-fact of each
Noteholder any Note Policy Claim Amount from the Security Insurer and (ii)
deposit the same in the Note Distribution Account for distribution to
Noteholders as provided in Section 3.01 or Section 5.02 of this Indenture.
Any and all Note Policy Claim Amounts disbursed by the Trustee from claims
made under the Note Policy shall not be considered payment by the Trust or
from the Spread Account with respect to such Notes, and shall not discharge
the obligations of the Trust with respect thereto. The Security Insurer
shall, to the extent it makes any payment with respect to the Notes, 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 Notes by or on behalf of the Security Insurer, the Trustee shall assign
to the Security Insurer all rights to the payment of interest or principal
with respect to the Notes which are then due for payment to the extent of all
payments made by the Security Insurer, and the Security Insurer may exercise
any option, vote, right, power or the like with respect to the Notes to the
extent that it has made payment pursuant to the Note Policy. To evidence
such subrogation, the Note Registrar shall note the Security Insurer's rights
as subrogee upon the register of Noteholders upon receipt from the Security
Insurer of proof of payment by the Security Insurer of any Noteholders'
Interest Distributable Amount or Noteholders' Principal Distributable Amount.
The foregoing subrogation shall in all cases be subject to the rights of the
Noteholders to receive all Scheduled Payments in respect of the Notes.

(d) The Trustee shall keep a complete and accurate record of all
funds deposited by the Security Insurer into the Collection Account and the
allocation of such funds to payment of interest on and principal paid in
respect of any Note. The Security Insurer shall have the right to inspect
such records at reasonable times upon one Business Day's prior notice to the
Trustee.

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(e) The Trustee shall be entitled to enforce on behalf of the
Noteholders the obligations of the Security Insurer under the Note Policy.
Notwithstanding any other provision of this Agreement or any Related
Document, the Noteholders are not entitled to institute proceedings directly
against the Security Insurer.

SECTION 5.19. PREFERENCE CLAIMS.

(a) In the event that the Trustee has received a certified copy of
an order of the appropriate court that any Noteholders' Interest
Distributable Amount or Noteholders' Principal Distributable Amount paid on a
Note has been avoided in whole or in part as a preference payment under
applicable bankruptcy law, the Trustee shall so notify the Security Insurer,
shall comply with the provisions of the Note Policy to obtain payment by the
Security Insurer of such avoided payment, and shall, at the time it provides
notice to the Security Insurer, notify Holders of the Notes by mail that, in
the event that any Noteholder's payment is so recoverable, such Noteholder
will be entitled to payment pursuant to the terms of the Note Policy. The
Trustee shall furnish to the Security Insurer its records evidencing the
payments of principal of and interest on Notes, if any, which have been made
by the Trustee and subsequently recovered from Noteholders, and the dates on
which such payments were made. Pursuant to the terms of the Note Policy, the
Security Insurer will make such payment on behalf of the Noteholder to the
receiver, conservator, debtor-in-possession or trustee in bankruptcy named in
the Order (as defined in the Note Policy) and not to the Trustee or any
Noteholder directly (unless a Noteholder has previously paid such payment to
the receiver, conservator, debtor-in-possession or trustee in bankruptcy, in
which case the Security Insurer will make such payment to the Trustee for
distribution to such Noteholder upon proof of such payment reasonably
satisfactory to the Security Insurer).

(b) The Trustee shall promptly notify the Security Insurer of any
proceeding or the institution of any action (of which 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 Notes. Each
Holder, by its purchase of Notes, and the Trustee hereby agree that so long
as an Insurer Default shall not have occurred and be continuing, the Security
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
Security Insurer, but subject to reimbursement as provided in the Insurance
Agreement. In addition, and without limitation of the foregoing, as set
forth in Section 5.18(c), the Security Insurer shall be subrogated to, and
each Noteholder and the Trustee hereby delegate and assign, to the fullest
extent permitted by law, the rights of the Trustee and each Noteholder in the
conduct of any proceeding with respect to a Preference Claim, including,
without limitation, all

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rights of any party to an adversary proceeding action with respect to any
court order issued in connection with any such Preference Claim.

ARTICLE VI

THE TRUSTEE AND THE INDENTURE COLLATERAL AGENT

SECTION 6.01. DUTIES OF TRUSTEE.

(a) If an Event of Default has occurred and is continuing, the
Trustee shall exercise the rights and powers vested in it by this Indenture
and in the same degree of care and skill in their exercise as a prudent
person would exercise or use under the circumstances in the conduct of such
person's own affairs.

(b) Except during the continuance of an Event of Default:

(i) the Trustee undertakes to perform such duties and only such
duties as are specifically set forth in this Indenture and no implied
covenants or obligations shall be read into this Indenture against the
Trustee; and

(ii) in the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon certificates or opinions furnished to
the Trustee and conforming to the requirements of this Indenture; however,
the Trustee shall examine the certificates and opinions to determine
whether or not they conform to the requirements of this Indenture and, if
applicable, the Spread Account Agreement and the Trustee's other Related
Documents.

(c) The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:

(i) this paragraph does not limit the effect of paragraph (b) of this
Section;

(ii) the Trustee shall not be liable for any error of judgment made in
good faith by a Responsible Officer unless it is proved that the Trustee
was negligent in ascertaining the pertinent facts; and

(iii) the Trustee shall not be liable with respect to any action
it takes or omits to take in good faith in accordance with a direction
received by it pursuant to Section 5.12.

(d) Every provision of this Indenture that in any way relates to
the Trustee is subject to paragraphs (a), (b) and (c) of this Section.

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(e) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Issuer.

(f) Money held in trust by the Trustee need not be segregated from
other funds except to the extent required by law or the terms of this
Indenture or the Sale and Servicing Agreement.

(g) No provision of this Indenture shall require the Trustee 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 it shall have reasonable grounds to believe that
repayments of such funds or adequate indemnity against such risk or liability
is not reasonably assured to it.

(h) Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section and to the provisions of the TIA.

(i) The Trustee shall, upon one Business Day's prior notice to the
Trustee, permit any representative of the Security Insurer, during the
Trustee's normal business hours, to examine all books of account, records,
reports and other papers of the Trustee relating to the Notes, to make copies
and extracts therefrom and to discuss the Trustee's affairs and actions, as
such affairs and actions relate to the Trustee's duties with respect to the
Notes, with the Trustee's officers and employees responsible for carrying out
the Trustee's duties with respect to the Notes.

(j) In no event shall the Trustee be required to perform, or be
responsible for the manner of performance of, any of the obligations of the
Servicer, or any other party, under the Sale and Servicing Agreement, except
during such time, if any, as the Backup Servicer shall be the successor to,
and be vested with the rights, powers, duties and privileges of the Servicer
in accordance with the terms of, the Sale and Servicing Agreement.

(k) The Trustee shall, and hereby agrees that it will, perform all
of the obligations and duties required of it under the Sale and Servicing
Agreement.

(l) The Trustee shall, and hereby agrees that it will, hold the
Note Policy in trust, and will hold any proceeds of any claim on the Note
Policy in trust solely for the use and benefit of the Noteholders.

(m) Without limiting the generality of this Section 6.01, the
Trustee shall have no duty (i) to see to any recording, filing or depositing
of this Indenture or any agreement referred to herein or any financing
statement evidencing a security interest in the Financed Vehicles, or to see
to the maintenance of any such recording or filing or depositing or to any
recording, refiling or redepositing of any

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thereof, (ii) to see to any insurance of the Financed Vehicles or Obligors or
to effect or maintain any such insurance, (iii) to see to the payment or
discharge of any tax, assessment or other governmental charge or any Lien or
encumbrance of any kind owing with respect to, assessed or levied against any
part of the Trust, (iv) to confirm or verify the contents of any reports or
certificates delivered to the Trustee pursuant to this Indenture or the Sale
and Servicing Agreement believed by the Trustee to be genuine and to have
been signed or presented by the proper party or parties, or (v) to inspect
the Financed Vehicles at any time or ascertain or inquire as to the
performance of observance of any of the Issuer's, the Seller's or the
Servicer's representations, warranties or covenants or the Servicer's duties
and obligations as Servicer and as custodian of the Receivable Files under
the Agreement.

SECTION 6.02. RIGHTS OF TRUSTEE.

(a) The Trustee may rely on any document believed by it to be
genuine and to have been signed or presented by the proper person. The
Trustee need not investigate any fact or matter stated in the document.

(b) Other than with respect to actions required to be taken by the
Trustee pursuant to Section 5.18 and 5.19, before the Trustee acts or
refrains from acting, it may require an Officers' Certificate (with respect
to factual matters) or an Opinion of Counsel, as applicable. The Trustee
shall not be liable for any action it takes or omits to take in good faith in
reliance on the Officers' Certificate or Opinion of Counsel, as applicable,
or as directed by the requisite amount of Note Owners as provided herein.

(c) The Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys or a custodian or nominee, and the Trustee shall not be responsible
for any misconduct or negligence on the part of, or for the supervision of,
any such agent, attorney, custodian or nominee appointed with due care by it
hereunder.

(d) The Trustee shall not be liable for any action it takes or
omits to take in good faith which it believes to be authorized or within its
rights or powers; PROVIDED, HOWEVER, that the Trustee's conduct does not
constitute willful misconduct, negligence or bad faith.

(e) The Trustee may consult with counsel, and the advice or
opinion of counsel with respect to legal matters relating to this Indenture
and the Notes shall be full and complete authorization and protection from
liability in respect to any action taken, omitted or suffered by it hereunder
in good faith and in accordance with the advice or opinion of such counsel.

(f) The Trustee shall be under no obligation to institute, conduct
or defend any litigation under this Indenture or in relation to this
Indenture, at the request, order or direction of any of the Holders of Notes
or the Controlling Party,

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pursuant to the provisions of this Indenture, unless such Holders of Notes or
the Controlling Party shall have offered to the Trustee reasonable security
or indemnity against the costs, expenses and liabilities that may be incurred
therein or thereby; PROVIDED, HOWEVER, that the Trustee shall, upon the
occurrence of an Event of Default (that has not been cured), exercise the
rights and powers vested in it by this Indenture with reasonable care and
skill.

(g) The Trustee shall not be bound to make any investigation into
the facts or 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
Security Insurer (so long as no Insurer Default shall have occurred and be
continuing) or (if an Insurer Default shall have occurred and be continuing)
by the Holders of Notes evidencing not less than 25% of the Outstanding
Amount thereof; 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 Indenture or the Sale and Servicing Agreement, the
Trustee may require reasonable indemnity 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.

SECTION 6.03. INDIVIDUAL RIGHTS OF TRUSTEE. The Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and
may otherwise deal with the Issuer or its Affiliates with the same rights it
would have if it were not Trustee. Any Paying Agent, Note Registrar,
co-registrar or co-paying agent may do the same with like rights. However,
the Trustee is required to comply with Sections 6.11 and 6.12.

SECTION 6.04. TRUSTEE'S DISCLAIMER. The Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of
this Indenture, the Trust Estate or the Notes, it shall not be accountable
for the Issuer's use of the proceeds from the Notes, and it shall not be
responsible for any statement of the Issuer in the Indenture or in any
document issued in connection with the sale of the Notes or in the Notes
other than the Trustee's certificate of authentication.

SECTION 6.05. NOTICE OF DEFAULTS. If a Default occurs and is
continuing and if it is known to a Responsible Officer of the Trustee, the
Trustee shall mail to each Noteholder and the Security Insurer notice of the
Default within 90 days after it occurs. Except in the case of a Default in
payment of principal of or interest on any Note (including payments pursuant
to the mandatory redemption provisions of such Note), the Trustee may
withhold the notice if and so long as a committee of its Responsible Officers
in good faith determines that withholding the notice is in the interests of
Noteholders.

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SECTION 6.06. REPORTS BY TRUSTEE TO HOLDERS. The Trustee shall
deliver to each Noteholder such information as may be required to enable such
holder to prepare its federal and state income tax returns.

SECTION 6.07. COMPENSATION AND INDEMNITY.

(a) OFL in a separate letter agreement (the "Letter Agreement")
has covenanted and agreed to pay to the Trustee, and the Trustee shall be
entitled to, certain annual fees, which shall not be limited by any law on
compensation of a trustee of an express trust. In the Letter Agreement, OFL
has also agreed to reimburse the Trustee for all reasonable out-of-pocket
expenses incurred or made by it, including costs of collection, in addition
to the compensation for its services. Such expenses shall include the
reasonable compensation and expenses, disbursements and advances of the
Trustee's agents, counsel, accountants and experts. Pursuant to the Letter
Agreement, OFL has agreed to indemnify the Trustee against any and all loss,
liability or expense (including attorneys' fees) incurred by it in connection
with the administration of this trust and the performance of its duties
hereunder.

(b) If notwithstanding the provisions of the Letter Agreement, OFL
fails to pay any fee due to the Trustee pursuant to the terms or the Letter
Agreement, the Trustee shall be entitled to a distribution in respect of such
amount pursuant of Section 4.6(ii) of the Sale and Servicing Agreement. If
notwithstanding the provisions of the Letter Agreement, OFL fails to make any
payment or reimbursement due to the Trustee for any expense or claim for
indemnification to which the Trustee is entitled pursuant to the terms of the
Letter Agreement, the Trustee shall be entitled to a distribution in respect
of such amount pursuant to priority SIXTH of Section 3.03(b) of the Spread
Account Agreement. The Issuer's payment obligations to the Trustee pursuant
to this Section shall survive the discharge of this Indenture. When the
Trustee incurs expenses after the occurrence of a Default specified in
Section 5.01(v) or (vi) with respect to the Issuer, the expenses are intended
to constitute expenses of administration under Title 11 of the United States
Code or any other applicable Federal or state bankruptcy, insolvency or
similar law. Notwithstanding anything else set forth in this Indenture or
the Related Documents, the Trustee agrees that the obligations of the Issuer
(but not OFL) to the Trustee hereunder and under the Related Documents shall
be recourse to the Trust Estate only and specifically shall not be recourse
to the assets of any General Partner of the Issuer or any Certificateholder.
In addition, the Trustee agrees that its recourse to the Issuer, the Trust
Estate, the Seller and amounts held pursuant of the Spread Account Agreement
shall be limited to the right to receive the distributions referred to in the
first two sentences of this Section 6.07(b).

SECTION 6.08. REPLACEMENT OF TRUSTEE. The Trustee may resign at
any time by so notifying the Issuer and the Security Insurer. The Issuer
may, with the consent of the Security Insurer, and, at the request of the
Security Insurer shall,

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remove the Trustee, unless an Insurer Default shall have occurred and be
continuing) if:

(i) the Trustee fails to comply with Section 6.11;

(ii) a court having jurisdiction in the premises in respect of the
Trustee in an involuntary case or proceeding under federal or state banking
or bankruptcy laws, as now or hereafter constituted, or any other
applicable federal or state bankruptcy, insolvency or other similar law,
shall have entered a decree or order granting relief or appointing a
receiver, liquidator, assignee, custodian, trustee, conservator,
sequestrator (or similar official) for the Trustee or for any substantial
part of the Trustee's property, or ordering the winding-up or liquidation
of the Trustee's affairs;

(iii) 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 is commenced with respect to the
Trustee and such case is not dismissed within 60 days;

(iv) the Trustee commences a voluntary case under any federal or
state banking or bankruptcy laws, as now or hereafter constituted, or any
other applicable federal or state bankruptcy, insolvency or other similar
law, or consents to the appointment of or taking possession by a receiver,
liquidator, assignee, custodian, trustee, conservator, sequestrator (or
other similar official) for the Trustee or for any substantial part of the
Trustee's property, or makes any assignment for the benefit of creditors or
fails generally to pay its debts as such debts become due or takes any
corporate action in furtherance of any of the foregoing;

(v) the Trustee otherwise becomes incapable of acting; or

(vi) the rating assigned to the long-term unsecured debt obligations
of the Trustee (or the holding company thereof) by the Rating Agencies
shall be lowered below the rating of "BBB", "Baa3" or equivalent rating or
be withdrawn by either of the Rating Agencies.

If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason (the Trustee in such event being referred to
herein as the retiring Trustee), the Issuer shall promptly appoint a
successor Trustee acceptable to the Security Insurer (so long as an Insurer
Default shall not have occurred and be continuing). If the Issuer fails to
appoint such a successor Trustee, the Security Insurer may appoint a
successor Trustee.

A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Issuer. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and
the successor Trustee

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shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to
Noteholders. The retiring Trustee shall promptly transfer all property held
by it as Trustee to the successor Trustee.

If a successor Trustee does not take office within 60 days after
the retiring Trustee resigns or is removed, the retiring Trustee, the
Security Insurer (provided that no Insurer Default shall have occurred and be
continuing), the Issuer or the Holders of a majority in Outstanding Amount of
the Notes may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

If the Trustee fails to comply with Section 6.11, any Noteholder
may petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.

Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section shall not
become effective until acceptance of appointment by the successor Trustee
pursuant to this Section and payment of all fees and expenses owed to the
outgoing Trustee. Notwithstanding the replacement of the Trustee pursuant to
this Section, the retiring Trustee shall be entitled to payment or
reimbursement of such amounts as such Person is entitled pursuant to Section
6.07.

SECTION 6.09. SUCCESSOR TRUSTEE BY MERGER. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee. The Trustee shall provide the
Rating Agencies prompt notice of any such transaction.

In case at the time such successor or successors by merger,
conversion or consolidation to the Trustee shall succeed to the trusts
created by this Indenture any of the Notes shall have been authenticated but
not delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Notes so
authenticated; and in case at that time any of the Notes shall not have been
authenticated, any successor to the Trustee may authenticate such Notes
either in the name of any predecessor hereunder or in the name of the
successor to the Trustee; and in all such cases such certificates shall have
the full force which it is anywhere in the Notes or in this Indenture
provided that the certificate of the Trustee shall have.

SECTION 6.10. APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.

(a) Notwithstanding any other provisions of this Indenture, at any
time, for the purpose of meeting any legal requirement of any jurisdiction in
which any part of the Trust may at the time be located, the Trustee, with the
consent of the

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Security Insurer (so long as an Insurer Default shall not have occurred and
be continuing), shall have the power and may execute and deliver all
instruments to appoint one or more Persons to act as a co-trustee or
co-trustees, or separate trustee or separate trustees, of all or any part of
the Trust, and to vest in such Person or Persons, in such capacity and for
the benefit of the Noteholders, such title to the Trust, or any part hereof,
and, subject to the other provisions of this Section, such powers, duties,
obligations, rights and trusts as the Trustee may consider necessary or
desirable. No co-trustee or separate trustee hereunder shall be required to
meet the terms of eligibility as a successor Trustee under Section 6.11 and
no notice to Noteholders of the appointment of any co-trustee or separate
trustee shall be required under Section 6.08 hereof.

(b) 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 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
or any portion thereof in any such jurisdiction) shall be exercised and
performed singly by such separate trustee or co-trustee, but solely at the
direction of the Trustee;

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

(iii) the Trustee may at any time accept the resignation of or
remove any separate trustee or co-trustee.

(c) 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 VI. 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 Indenture, specifically including every provision of this
Indenture relating to the conduct of, affecting the liability of, or
affording protection to, the Trustee. Every such instrument shall be filed
with the Trustee.

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(d) 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 6.11. ELIGIBILITY; DISQUALIFICATION. The Trustee shall at
all times satisfy the requirements of TIA Section 310(a). The Trustee shall
have a combined capital and surplus of at least $50,000,000 as set forth in
its most recent published annual report of condition. The Trustee shall
provide copies of such reports to the Security Insurer upon request. The
Trustee shall comply with TIA Section 310(b), including the optional
provision permitted by the second sentence of TIA Section 310(b)(9);
PROVIDED, HOWEVER, that there shall be excluded from the operation of TIA
Section 310(b)(1) any indenture or indentures under which other securities of
the Issuer are outstanding if the requirements for such exclusion set forth
in TIA Section 310(b)(1) are met.

SECTION 6.12. PREFERENTIAL COLLECTION OF CLAIMS AGAINST ISSUER.
The Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or
been removed shall be subject to TIA Section 311(a) to the extent indicated.

SECTION 6.13. APPOINTMENT AND POWERS. Subject to the terms and
conditions hereof, each of the Issuer Secured Parties hereby appoints Norwest
Bank Minnesota, National Association as the Indenture Collateral Agent with
respect to the Indenture Collateral, and Norwest Bank Minnesota, National
Association hereby accepts such appointment and agrees to act as Indenture
Collateral Agent with respect to the Indenture Collateral for the Issuer
Secured Parties, to maintain custody and possession of such Indenture
Collateral (except as otherwise provided hereunder) and to perform the other
duties of the Indenture Collateral Agent in accordance with the provisions of
this Indenture. Each Issuer Secured Party hereby authorizes the Indenture
Collateral Agent to take such action on its behalf, and to exercise such
rights, remedies, powers and privileges hereunder, as the Controlling Party
may direct and as are specifically authorized to be exercised by the
Indenture Collateral Agent by the terms hereof, together with such actions,
rights, remedies, powers and privileges as are reasonably incidental thereto.
The Indenture Collateral Agent shall act upon and in compliance with the
written instructions of the Controlling Party delivered pursuant to this
Indenture promptly following receipt of such written instructions; provided
that the Indenture Collateral Agent shall not act in accordance with any
instructions (i) which are not authorized by, or in violation of the
provisions of, this Indenture, (ii) which are in violation of any applicable
law, rule or regulation or (iii) for which the Indenture Collateral Agent has
not received reasonable indemnity. Receipt of such instructions shall not be
a condition to the exercise by the Indenture Collateral Agent of its express
duties

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hereunder, except where this Indenture provides that the Indenture Collateral
Agent is permitted to act only following and in accordance with such
instructions.

SECTION 6.14. PERFORMANCE OF DUTIES. The Indenture Collateral
Agent shall have no duties or responsibilities except those expressly set
forth in this Indenture and the other Related Documents to which the
Indenture Collateral Agent is a party or as directed by the Controlling Party
in accordance with this Indenture. The Indenture Collateral Agent shall not
be required to take any discretionary actions hereunder except at the written
direction and with the indemnification of the Controlling Party. The
Indenture Collateral Agent shall, and hereby agrees that it will, perform all
of the duties and obligations required of it under the Sale and Servicing
Agreement.

SECTION 6.15. LIMITATION ON LIABILITY. Neither the Indenture
Collateral Agent nor any of its directors, officers or employees shall be
liable for any action taken or omitted to be taken by it or them hereunder,
or in connection herewith, except that the Indenture Collateral Agent shall
be liable for its negligence, bad faith or willful misconduct; nor shall the
Indenture Collateral Agent be responsible for the validity, effectiveness,
value, sufficiency or enforceability against the Issuer of this Indenture or
any of the Indenture Collateral (or any part thereof). Notwithstanding any
term or provision of this Indenture, the Indenture Collateral Agent shall
incur no liability to Issuer or the Issuer Secured Parties for any action
taken or omitted by the Indenture Collateral Agent in connection with the
Indenture Collateral, except for the negligence or willful misconduct on the
part of the Indenture Collateral Agent, and, further, shall incur no
liability to the Issuer Secured Parties except for negligence or willful
misconduct in carrying out its duties to the Issuer Secured Parties. Subject
to Section 6.16, the Indenture Collateral Agent shall be protected and shall
incur no liability to any such party in relying upon the accuracy, acting in
reliance upon the contents, and assuming the genuineness of any notice,
demand, certificate, signature, instrument or other document reasonably
believed by the Indenture Collateral Agent to be genuine and to have been
duly executed by the appropriate signatory, and (absent actual knowledge to
the contrary) the Indenture Collateral Agent shall not be required to make
any independent investigation with respect thereto. The Indenture Collateral
Agent shall at all times be free independently to establish to its reasonable
satisfaction, but shall have no duty to independently verify, the existence
or nonexistence of facts that are a condition to the exercise or enforcement
of any right or remedy hereunder or under any of the Related Documents. The
Indenture Collateral Agent may consult with counsel, and shall not be liable
for any action taken or omitted to be taken by it hereunder in good faith and
in accordance with the written advice of such counsel. The Indenture
Collateral Agent shall not be under any obligation to exercise any of the
remedial rights or powers vested in it by this Indenture or to follow any
direction from the Controlling Party unless it shall have received reasonable
security or indemnity satisfactory to the Indenture Collateral Agent against
the costs, expenses and liabilities which might be incurred by it.

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SECTION 6.16. RELIANCE UPON DOCUMENTS. In the absence of bad
faith or negligence on its part, the Indenture Collateral Agent shall be
entitled to rely on any communication, instrument, paper or other document
reasonably believed by it to be genuine and correct and to have been signed
or sent by the proper Person or Persons and shall have no liability in
acting, or omitting to act, where such action or omission to act is in
reasonable reliance upon any statement or opinion contained in any such
document or instrument.

SECTION 6.17. SUCCESSOR INDENTURE COLLATERAL AGENT.

(a) MERGER. Any Person into which the Indenture Collateral Agent
may be converted or merged, or with which it may be consolidated, or to which
it may sell or transfer its trust business and assets as a whole or
substantially as a whole, or any Person resulting from any such conversion,
merger, consolidation, sale or transfer to which the Indenture Collateral
Agent is a party, shall (provided it is otherwise qualified to serve as the
Indenture Collateral Agent hereunder) be and become a successor Indenture
Collateral Agent hereunder and be vested with all of the title to and
interest in the Indenture Collateral and all of the trusts, powers,
discretions, immunities, privileges and other matters as was its predecessor
without the execution or filing of any instrument or any further act, deed or
conveyance on the part of any of the parties hereto, anything herein to the
contrary notwithstanding, except to the extent, if any, that any such action
is necessary to perfect, or continue the perfection of, the security interest
of the Issuer Secured Parties in the Indenture Collateral.

(b) RESIGNATION. The Indenture Collateral Agent and any successor
Indenture Collateral Agent may resign at any time by so notifying the Issuer
and the Security Insurer.

(c) REMOVAL. The Indenture Collateral Agent may be removed by the
Controlling Party at any time, with or without cause, by an instrument or
concurrent instruments in writing delivered to the Indenture Collateral
Agent, the other Issuer Secured Party and the Issuer. A temporary successor
may be removed at any time to allow a successor Indenture Collateral Agent to
be appointed pursuant to subsection (d) below. Any removal pursuant to the
provisions of this subsection (c) shall take effect only upon the date which
is the latest of (i) the effective date of the appointment of a successor
Indenture Collateral Agent and the acceptance in writing by such successor
Indenture Collateral Agent of such appointment and of its obligation to
perform its duties hereunder in accordance with the provisions hereof, and
(ii) receipt by the Controlling Party of an Opinion of Counsel to the effect
described in Section 3.06.

(d) ACCEPTANCE BY SUCCESSOR. The Controlling Party shall have the
sole right to appoint each successor Indenture Collateral Agent. Every
temporary or permanent successor Indenture Collateral Agent appointed
hereunder shall execute, acknowledge and deliver to its predecessor and to
the Trustee, each Issuer Secured

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Party and the Issuer an instrument in writing accepting such appointment
hereunder and the relevant predecessor shall execute, acknowledge and deliver
such other documents and instruments as will effectuate the delivery of all
Indenture Collateral to the successor Indenture Collateral Agent, whereupon
such successor, without any further act, deed or conveyance, shall become
fully vested with all the estates, properties, rights, powers, duties and
obligations of its predecessor. Such predecessor shall, nevertheless, on the
written request of either Issuer Secured Party or the Issuer, execute and
deliver an instrument transferring to such successor all the estates,
properties, rights and powers of such predecessor hereunder. In the event
that any instrument in writing from the Issuer or an Issuer Secured Party is
reasonably required by a successor Indenture Collateral Agent to more fully
and certainly vest in such successor the estates, properties, rights, powers,
duties and obligations vested or intended to be vested hereunder in the
Indenture Collateral Agent, any and all such written instruments shall, at
the request of the temporary or permanent successor Indenture Collateral
Agent, be forthwith executed, acknowledged and delivered by the Trustee or
the Issuer, as the case may be. The designation of any successor Indenture
Collateral Agent and the instrument or instruments removing any Indenture
Collateral Agent and appointing a successor hereunder, together with all
other instruments provided for herein, shall be maintained with the records
relating to the Indenture Collateral and, to the extent required by
applicable law, filed or recorded by the successor Indenture Collateral Agent
in each place where such filing or recording is necessary to effect the
transfer of the Indenture Collateral to the successor Indenture Collateral
Agent or to protect or continue the perfection of the security interests
granted hereunder.

SECTION 6.18. COMPENSATION AND INDEMNITY.

(a) OFL in a separate letter agreement has covenanted and agreed
to pay to the Indenture Collateral Agent, and the Indenture Collateral Agent
shall be entitled to, certain annual fees, which shall not be limited by any
law on compensation of an Indenture Collateral Agent of an express trust. In
such letter agreement, OFL has also agreed to reimburse the Indenture
Collateral Agent for all reasonable out-of-pocket expenses incurred or made
by it, including costs of collection, in addition to the compensation for its
services. Such expenses shall include the reasonable compensation and
expenses, disbursements and advances of the Indenture Collateral Agent's
agents, counsel, accountants and experts. Pursuant to the letter agreement,
OFL has agreed to indemnify the Indenture Collateral Agent against any and
all loss, liability or expense (including attorneys' fees) incurred by it in
connection with the administration of this trust and the performance of its
duties hereunder.

(b) If notwithstanding the provisions of the letter agreement, OFL
fails to pay any fee due to the Indenture Collateral Agent pursuant to the
terms or the letter agreement, the Indenture Collateral Agent shall be
entitled to a distribution in respect of such amount pursuant to Section
4.6(ii) of the Sale and Servicing Agreement. If notwithstanding the
provisions of the letter agreement,

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OFL fails to make any payment or reimbursement due to the Indenture
Collateral Agent for any expense or claim for indemnification to which the
Indenture Collateral Agent is entitled pursuant to the terms of the letter
agreement, the Indenture Collateral Agent shall be entitled to a distribution
in respect of such amount pursuant to priority SIXTH of Section 3.03(b) of
the Spread Account Agreement. The Issuer's payment obligations to the
Indenture Collateral Agent pursuant to this Section shall survive the
discharge of this Indenture. When the Indenture Collateral Agent incurs
expenses after the occurrence of a Default specified in Section 5.01(v) or
(vi) with respect to the Issuer, the expenses are intended to constitute
expenses of administration under Title 11 of the United States Code or any
other applicable Federal or state bankruptcy, insolvency or similar law.
Notwithstanding anything else set forth in this Indenture or the Related
Documents, the Indenture Collateral Agent agrees that the obligations of the
Issuer to the Indenture Collateral Agent hereunder and under the Related
Documents shall be recourse to the Trust Estate only and specifically shall
not be recourse to the assets of any General Partner of the Issuer or any
Certificateholder. In addition, the Indenture Collateral Agent agrees that
its recourse to the Issuer, the Trust Estate, the Seller and amounts held
pursuant to the Spread Account Agreement shall be limited to the right to
receive the distributions referred to in the first two sentences of this
Section 6.18.

SECTION 6.19. REPRESENTATIONS AND WARRANTIES OF THE INDENTURE
COLLATERAL AGENT. The Indenture Collateral Agent represents and warrants to
the Issuer and to each Issuer Secured Party as follows:

(a) DUE ORGANIZATION. The Indenture Collateral Agent is a
national banking association, duly organized, validly existing and in good
standing under the laws of the United States and is duly authorized and
licensed under applicable law to conduct its business as presently conducted.

(b) CORPORATE POWER. The Indenture Collateral Agent has all
requisite right, power and authority to execute and deliver this Indenture
and to perform all of its duties as Indenture Collateral Agent hereunder.

(c) DUE AUTHORIZATION. The execution and delivery by the
Indenture Collateral Agent of this Indenture and the other Transaction
Documents to which it is a party, and the performance by the Indenture
Collateral Agent of its duties hereunder and thereunder, have been duly
authorized by all necessary corporate proceedings and no further approvals or
filings, including any governmental approvals, are required for the valid
execution and delivery by the Indenture Collateral Agent, or the performance
by the Indenture Collateral Agent, of this Indenture and such other Related
Documents.

(d) VALID AND BINDING INDENTURE. The Indenture Collateral Agent
has duly executed and delivered this Indenture and each other Related
Document to which it is a party, and each of this Indenture and each such
other Related

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Document constitutes the legal, valid and binding obligation of the Indenture
Collateral Agent, enforceable against the Indenture Collateral Agent in
accordance with its terms, except as (i) such enforceability may be limited
by bankruptcy, insolvency, reorganization and similar laws relating to or
affecting the enforcement of creditors' rights generally and (ii) the
availability of equitable remedies may be limited by equitable principles of
general applicability.

SECTION 6.20. WAIVER OF SETOFFS. The Indenture Collateral Agent
hereby expressly waives any and all rights of setoff that the Indenture
Collateral Agent may otherwise at any time have under applicable law with
respect to any Trust Account and agrees that amounts in the Trust Accounts
shall at all times be held and applied solely in accordance with the
provisions hereof.

SECTION 6.21. CONTROL BY THE CONTROLLING PARTY. The Indenture
Collateral Agent shall comply with notices and instructions given by the
Issuer only if accompanied by the written consent of the Controlling Party,
except that if any Event of Default shall have occurred and be continuing,
the Indenture Collateral Agent shall act upon and comply with notices and
instructions given by the Controlling Party alone in the place and stead of
the Issuer.

ARTICLE VII

NOTEHOLDERS' LISTS AND REPORTS

SECTION 7.01. ISSUER TO FURNISH TRUSTEE NAMES AND ADDRESSES TO
NOTEHOLDERS. The Issuer will furnish or cause to be furnished to the Trustee
(a) not more than five days after the earlier of (i) each Record Date and
(ii) three months after the last Record Date, a list, in such form as the
Trustee may reasonably require, of the names and addresses of the Holders of
Notes as of such Record Date, (b) at such other times as the Trustee may
request in writing, within 30 days after receipt by the Issuer of any such
request, a list of similar form and content as of a date not more than 10
days prior to the time such list is furnished; PROVIDED, HOWEVER, that so
long as the Trustee is the Note Registrar, no such list shall be required to
be furnished. The Trustee or, if the Trustee is not the Note Registrar, the
Issuer shall furnish to the Security Insurer in writing on an annual basis on
each March 31 and at such other times as the Security Insurer may request a
copy of the list.

SECTION 7.02. PRESERVATION OF INFORMATION; COMMUNICATIONS TO
NOTEHOLDERS.

(a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of the Holders of Notes
contained in the most recent list furnished to the Trustee as provided in
Section 7.01 and the names and addresses of Holders of Notes received by the
Trustee in its capacity as Note

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Registrar. The Trustee may destroy any list furnished to it as provided in
such Section 7.01 upon receipt of a new list so furnished.

(b) Noteholders may communicate pursuant to TIA Section 312(b)
with other Noteholders with respect to their rights under this Indenture or
under the Notes.

SECTION 7.03. REPORTS BY ISSUER.

(a) The Issuer shall:

(i) file with the Trustee, within 15 days after the Issuer is
required to file the same with the Commission, copies of the annual reports
and of the information, documents and other reports (or copies of such
portions of any of the foregoing as the Commission may from time to time by
rules and regulations prescribe) which the Issuer may be required to file
with the Commission pursuant to Section 13 or 15(d) of the Exchange Act;

(ii) file with the Trustee and the Commission in accordance with rules
and regulations prescribed from time to time by the Commission such
additional information, documents and reports with respect to compliance by
the Issuer with the conditions and covenants of this Indenture as may be
required from time to time by such rules and regulations; and

(iii) supply to the Trustee (and the Trustee shall transmit by
mail to all Noteholders described in TIA Section 313(c)) such summaries of
any information, documents and reports required to be filed by the Issuer
pursuant to clauses (i) and (ii) of this Section 7.03(a) as may be required
by rules and regulations prescribed from time to time by the Commission.

(b) Unless the Issuer otherwise determines, the fiscal year of the
Issuer shall end on December 31 of each year.

SECTION 7.04. REPORTS BY TRUSTEE. If required by TIA Section
313(a), within 60 days after each March 31, beginning with March 31, 1997,
the Trustee shall mail to the Security Insurer and each Noteholder as
required by TIA Section 313(c) a brief report dated as of such date that
complies with TIA Section 313(a). The Trustee also shall comply with TIA
Section 313(b).

A copy of each report at the time of its mailing to Noteholders
shall be filed by the Trustee with the Commission and each stock exchange, if
any, on which the Notes are listed. The Issuer shall notify the Trustee if
and when the Notes are listed on any stock exchange.

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ARTICLE VIII

ACCOUNTS, DISBURSEMENTS AND RELEASES

SECTION 8.01. COLLECTION OF MONEY. Except as otherwise expressly
provided herein, the Trustee may demand payment or delivery of, and shall
receive and collect, directly and without intervention or assistance of any
fiscal agent or other intermediary, all money and other property payable to
or receivable by the Trustee pursuant to this Indenture. The Trustee shall
apply all such money received by it as provided in this Indenture. Except as
otherwise expressly provided in this Indenture, if any default occurs in the
making of any payment or performance under any agreement or instrument that
is part of this Indenture or the Notes, the Trustee may take such action as
may be appropriate to enforce such payment or performance, including the
institution and prosecution of appropriate Proceedings. Any such action
shall be without prejudice to any right to claim a Default or Event of
Default under this Indenture and any right to proceed thereafter as provided
in Article V.

SECTION 8.02. TRUST ACCOUNTS.

(a) On or prior to the Closing Date, the Issuer shall cause the
Servicer to establish and maintain, in the name of the Trustee, for the
benefit of the Noteholders and the Certificateholders, the Trust Accounts as
provided in Section 4.1 of the Sale and Servicing Agreement.

(b) On each Payment Date and Redemption Date, the Trustee shall
distribute all amounts on deposit in the Note Distribution Account to
Noteholders in respect of the Notes to the extent of amounts due and unpaid
on the Notes for principal, interest and premium, if any, first to pay all
accrued and unpaid interest, and then to pay principal and premium, if any,
on the Notes in the following amounts and in the following order of priority
(except as otherwise provided in Section 5.06):

(i) accrued and unpaid interest on the Notes, provided that if funds
in the Note Distribution Account are not sufficient to pay the entire
amount of accrued but unpaid interest on each class of Notes, the amount in
the Note Distribution Account shall be applied to the payment of such
interest on each class of Notes pro rata on the basis of the amount of
accrued and unpaid interest on each class of Notes;

(ii) any amounts deposited in the Note Distribution Account with
respect to the Class A-1 Note Prepayment Amount, the Class A-2 Note
Prepayment Amount, the Class A-3 Prepayment Amount, the Class A-4
Prepayment Amount and the Class A-5 Prepayment Amount or the Class A-1
Prepayment Premium, the Class A-2 Note Prepayment Premium, the Class A-3
Prepayment Premium, the Class A-4 Prepayment Premium and the

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Class A-5 Prepayment Premium shall be distributed to the Holders of the
Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4
Notes and the Class A-5 Notes, respectively;

(iii) to the Holders of the Class A-1 Notes in reduction of the
Outstanding Amount of the Class A-1 Notes until the Outstanding Amount of
the Class A-1 Notes is reduced to zero;

(iv) to the Holders of the Class A-2 Notes in reduction of the
Outstanding Amount of the Class A-2 Notes until the Outstanding Amount of
the Class A-2 Notes is reduced to zero,

(v) to the Holders of the Class A-3 Notes in reduction of the
Outstanding Amount of the Class A-3 Notes until the Outstanding Amount of
the Class A-3 Notes is reduced to zero;

(vi) to the Holders of the Class A-4 Notes in reduction of the
Outstanding Amount of the Class A-4 Notes until the Outstanding Amount of
the Class A-4 Notes is reduced to zero; and

(vii) to the Holders of the Class A-5 Notes in reduction of the
Outstanding Amount of the Class A-5 Notes until the Outstanding Amount of
the Class A-5 Notes is reduced to zero.

SECTION 8.03. GENERAL PROVISIONS REGARDING ACCOUNTS.

(a) So long as no Default or Event of Default shall have occurred
and be continuing, all or a portion of the funds in the Trust Accounts shall
be invested and reinvested in Eligible Investments in accordance with the
provisions of Section 4.1(e) of the Sale and Servicing Agreement.

(b) Subject to Section 6.01(c), the Trustee shall not in any way
be held liable by reason of any insufficiency in any of the Trust Accounts
resulting from any loss on any Eligible Investment included therein except
for losses attributable to the Trustee's failure to make payments on such
Eligible Investments issued by the Trustee, in its commercial capacity as
principal obligor and not as Trustee, in accordance with their terms.

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ARTICLE IX

SUPPLEMENTAL INDENTURES

SECTION 9.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
NOTEHOLDERS.

(a) Without the consent of the Holders of any Notes but with the
consent of the Security Insurer (unless an Insurer Default shall have
occurred and be continuing) and with prior notice to the Rating Agencies, the
Issuer and the Trustee, when authorized by an Issuer Order, at any time and
from time to time, may enter into one or more indentures supplemental hereto
(which shall conform to the provisions of the Trust Indenture Act as in force
at the date of the execution thereof), in form satisfactory to the Trustee,
for any of the following purposes:

(i) to correct or amplify the description of any property at any
time subject to the lien of this Indenture, or better to assure, convey
and confirm unto the Indenture Collateral Agent any property subject or
required to be subjected to the lien created by this Indenture, or to
subject to the lien created by this Indenture additional property;

(ii) to evidence the succession, in compliance with the applicable
provisions hereof, of another Person to the Issuer, and the assumption by
any such successor of the covenants of the Issuer herein and in the Notes
contained;

(iii) to add to the covenants of the Issuer, for the benefit of
the Holders of the Notes, or to surrender any right or power herein
conferred upon the Issuer;

(iv) to convey, transfer, assign, mortgage or pledge any property to
or with the Indenture Collateral Agent;

(v) to cure any ambiguity, to correct or supplement any provision
herein or in any supplemental indenture which may be inconsistent with any
other provision herein or in any supplemental indenture or to make any
other provisions with respect to matters or questions arising under this
Indenture or in any supplemental indenture; PROVIDED that such action shall
not adversely affect the interests of the Holders of the Notes;

(vi) to evidence and provide for the acceptance of the appointment
hereunder by a successor trustee with respect to the Notes and to add to or
change any of the provisions of this Indenture as shall be necessary to
facilitate the administration of the trusts hereunder by more than one
trustee, pursuant to the requirements of Article VI; or

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(vii) to modify, eliminate or add to the provisions of this
Indenture to such extent as shall be necessary to effect the qualification
of this Indenture under the TIA or under any similar Federal statute
hereafter enacted and to add to this Indenture such other provisions as may
be expressly required by the TIA.

The Trustee is hereby authorized to join in the execution of any
such supplemental indenture and to make any further appropriate agreements
and stipulations that may be therein contained.

(b) The Issuer and the Trustee, when authorized by an Issuer
Order, may, also without the consent of any of the Holders of the Notes but
with the consent of the Security Insurer (unless an Insurer Default shall
have occurred and be continuing) and with prior notice to the Rating
Agencies, enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to, or changing in any manner or eliminating
any of the provisions of, this Indenture or of modifying in any manner the
rights of the Holders of the Notes under this Indenture; PROVIDED, HOWEVER,
that such action shall not, as evidenced by an Opinion of Counsel, adversely
affect in any material respect the interests of any Noteholder.

SECTION 9.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS.
The Issuer and the Trustee, when authorized by an Issuer Order, also may,
with prior notice to the Rating Agencies, with the consent of the Security
Insurer (unless an Insurer Default shall have occurred and be continuing) and
with the consent of the Holders of not less than a majority of the
Outstanding Amount of the Notes, by Act of such Holders delivered to the
Issuer and the Trustee, enter into an indenture or indentures supplemental
hereto for the purpose of adding any provisions to, or changing in any manner
or eliminating any of the provisions of, this Indenture or of modifying in
any manner the rights of the Holders of the Notes under this Indenture;
PROVIDED, HOWEVER, that, subject to the express rights of the Security
Insurer under the Related Documents, including its rights to agree to certain
modifications of the Receivables pursuant to Section 3.2 of the Sale and
Servicing Agreement and its rights referred to in Section 5.02(c), no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Note affected thereby:

(i) change the date of payment of any installment of principal of or
interest on any Note, or reduce the principal amount thereof, the interest
rate thereon or the Redemption Price with respect thereto, change the
provision of this Indenture relating to the application of collections on,
or the proceeds of the sale of, the Trust Estate to payment of principal of
or interest on the Notes, or change any place of payment where, or the coin
or currency in which, any Note or the interest thereon is payable, or
impair the right to institute suit for the enforcement of the provisions of
this Indenture requiring the application of funds available therefor, as
provided in Article V,

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to the payment of any such amount due on the Notes on or after the
respective due dates thereof (or, in the case of redemption, on or
after the Redemption Date);

(ii) reduce the percentage of the Outstanding Amount of the Notes,
the consent of the Holders of which is required for any such supplemental
indenture, or the consent of the Holders of which is required for any
waiver of compliance with certain provisions of this Indenture or certain
defaults hereunder and their consequences provided for in this Indenture;

(iii) modify or alter the provisions of the second proviso to the
definition of the term "Outstanding";

(iv) reduce the percentage of the Outstanding Amount of the Notes
required to direct the Trustee to direct the Issuer to sell or liquidate
the Trust Estate pursuant to Section 5.04;

(v) modify any provision of this Section except to increase any
percentage specified herein or to provide that certain additional
provisions of this Indenture or the Related Documents cannot be modified or
waived without the consent of the Holder of each Outstanding Note affected
thereby;

(vi) modify any of the provisions of this Indenture in such manner as
to affect the calculation of the amount of any payment of interest or
principal due on any Note on any Payment Date (including the calculation of
any of the individual components of such calculation) or to affect the
rights of the Holders of Notes to the benefit of any provisions for the
mandatory redemption of the Notes contained herein; or

(vii) permit the creation of any lien ranking prior to or on a
parity with the lien created by this Indenture with respect to any part of
the Trust Estate or, except as otherwise permitted or contemplated herein
or in the Spread Account Agreement, terminate the lien created by this
Indenture on any property at any time subject hereto or deprive the Holder
of any Note of the security provided by the lien created by this Indenture.

The Trustee may in its discretion determine whether or not any
Notes would be affected by any supplemental indenture, and any such
determination shall be conclusive upon the Holders of all Notes, whether
theretofore or thereafter authenticated and delivered hereunder. The Trustee
shall not be liable for any such determination made in good faith.

It shall not be necessary for any Act of Noteholders under this
Section to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance
thereof.

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Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to this Section, the Trustee shall mail to
the Holders of the Notes to which such amendment or supplemental indenture
relates a notice setting forth in general terms the substance of such
supplemental indenture. Any failure of the Trustee to mail such notice, or
any defect therein, shall not, however, in any way impair or affect the
validity of any such supplemental indenture.

SECTION 9.03. EXECUTION OF SUPPLEMENTAL INDENTURES. In executing,
or permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be entitled to receive, and
subject to Sections 6.01 and 6.02 shall be fully protected in relying upon,
an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture that
affects the Trustee's own rights, duties, liabilities or immunities under
this Indenture or otherwise.

SECTION 9.04. EFFECT OF SUPPLEMENTAL INDENTURE. Upon the
execution of any supplemental indenture pursuant to the provisions hereof,
this Indenture shall be and be deemed to be modified and amended in
accordance therewith with respect to the Notes affected thereby, and the
respective rights, limitations of rights, obligations, duties, liabilities
and immunities under this Indenture of the Trustee, the Issuer and the
Holders of the Notes shall thereafter be determined, exercised and enforced
hereunder subject in all respects to such modifications and amendments, and
all the terms and conditions of any such supplemental indenture shall be and
be deemed to be part of the terms and conditions of this Indenture for any
and all purposes.

SECTION 9.05. CONFORMITY WITH TRUST INDENTURE ACT. Every
amendment of this Indenture and every supplemental indenture executed
pursuant to this Article IX shall conform to the requirements of the Trust
Indenture Act as then in effect so long as this Indenture shall then be
qualified under the Trust Indenture Act.

SECTION 9.06. REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES.
Notes authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article IX may, and if required by the Trustee
shall, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Issuer or the Trustee
shall so determine, new notes so modified as to conform, in the opinion of
the Trustee and the Issuer, to any such supplemental indenture may be
prepared and executed by the Issuer and authenticated and delivered by the
Trustee in exchange for Outstanding Notes.

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ARTICLE X

REDEMPTION OF NOTES

SECTION 10.01. REDEMPTION.

(a) In the event that the Seller or the Servicer pursuant to
Section 9.1(a) of the Sale and Servicing Agreement purchases the corpus of
the Trust, the Notes are subject to redemption in whole, but not in part, on
the Payment Date on which such repurchase occurs, for a purchase price equal
to the Redemption Price; PROVIDED, HOWEVER, that the Issuer has available
funds sufficient to pay the Redemption Price. The Seller, the Servicer or
the Issuer shall furnish the Security Insurer and the Rating Agencies notice
of such redemption. If the Notes are to be redeemed pursuant to this Section
10.01(a), the Servicer or the Issuer shall furnish notice of such election to
the Trustee not later than 25 days prior to the Redemption Date, and the
Issuer shall deposit with the Trustee in the Note Distribution Account the
Redemption Price of the Notes to be redeemed, whereupon all such Notes shall
be due and payable on the Redemption Date upon the furnishing of a notice
complying with Section 10.02 to each Holder of the Notes.

(b) In the event that on the Payment Date on or immediately
following the last day of the Funding Period, any portion of the Pre-Funded
Amount remains on deposit in the Pre-Funding Account after giving effect to
the purchase of all Subsequent Receivables, including any such purchase on
such Redemption Date, each class of Notes will be redeemed in part, on a pro
rata basis, in an aggregate principal amount equal to the Class A-1
Prepayment Amount, the Class A-2 Prepayment Amount, the Class A-3 Prepayment
Amount, the Class A-4 Prepayment Amount, and Class A-5 Prepayment Amount, as
applicable.

If the Pre-Funded Amount at the end of the Pre-Funding Period
exceeds $100,000, the Issuer shall also pay to the Holders of each class of
Notes, on a pro rata basis, on the Redemption Date the Class A-1 Prepayment
Premium, the Class A-2 Prepayment Premium, the Class A-3 Prepayment Premium,
the Class A-4 Prepayment Premium and the Class A-5 Prepayment Premium, as
applicable; PROVIDED, HOWEVER, that the Issuer's obligation to pay the Class
A-1 Prepayment Premium, the Class A-2 Prepayment Premium, the Class A-3
Prepayment Premium, the Class A-4 Prepayment Premium or the Class A-5
Prepayment Premium shall, as set forth in Section 2.4(d) of the Sale and
Servicing Agreement, be limited solely to funds which are received by the
Issuer from OFL pursuant to Section 6.2 of the Purchase Agreement as
liquidated damages for the failure of OFL to deliver Subsequent Receivables
and no other assets of the Issuer will be available to pay the Class A-1
Prepayment Premium, the Class A-2 Prepayment Premium, the Class A-3
Prepayment Premium, the Class A-4 Prepayment Premium or the Class A-5
Prepayment Premium, under any circumstances.

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(c) In the event that the assets of the Trust are sold pursuant to
Section 9.2 of the Trust Agreement, the proceeds of such sale shall be
distributed as provided in Section 5.06. If amounts are to be paid to
Noteholders pursuant to this Section 10.01(c), the Servicer or the Issuer
shall, to the extent practicable, furnish notice of such event to the Trustee
not later than 25 days prior to the Redemption Date whereupon all such
amounts shall be payable on the Redemption Date.

SECTION 10.02. FORM OF REDEMPTION NOTICE.

(a) Notice of redemption under Section 10.01(a) shall be given by
the Trustee by first-class mail, postage prepaid, mailed not less than five
days prior to the applicable Redemption Date to each Holder of Notes, as of
the close of business on the Record Date with respect to the Payment Date
immediately preceding the applicable Redemption Date, at such Holder's
address appearing in the Note Register.

All notices of redemption shall state:

(i) the Redemption Date;

(ii) the Redemption Price; and

(iii) the place where such Notes are to be surrendered for payment
of the Redemption Price (which shall be the office or agency of the Issuer
to be maintained as provided in Section 3.02).

Notice of redemption of the Notes shall be given by the Trustee in
the name and at the expense of the Issuer. Failure to give notice of
redemption, or any defect therein, to any Holder of any Note shall not impair
or affect the validity of the redemption of any other Note.

(b) Prior notice of redemption under Sections 10.01(b) and
10.01(c) is not required to be given to Noteholders.

SECTION 10.03. NOTES PAYABLE ON REDEMPTION DATE. The Notes or
portions thereof to be redeemed shall, following notice of redemption (if
any) as required by Section 10.02, on the Redemption Date become due and
payable at the Redemption Price and (unless the Issuer shall default in the
payment of the Redemption Price) no interest shall accrue on the Redemption
Price for any period after the date to which accrued interest is calculated
for purposes of calculating the Redemption Price.

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ARTICLE XI

MISCELLANEOUS

SECTION 11.01. COMPLIANCE CERTIFICATES AND OPINIONS, ETC.

(a) Upon any application or request by the Issuer to the Trustee
or the Indenture Collateral Agent to take any action under any provision of
this Indenture, the Issuer shall furnish to the Trustee or the Indenture
Collateral Agent, as the case may be, and to the Security Insurer if the
application or request is made to the Indenture Collateral Agent (i) an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied
with, (ii) an Opinion of Counsel stating that in the opinion of such counsel
all such conditions precedent, if any, have been complied with and (iii) (if
required by the TIA) an Independent Certificate from a firm of certified
public accountants meeting the applicable requirements of this Section,
except that, in the case of any such application or request as to which the
furnishing of such documents is specifically required by any provision of
this Indenture, no additional certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

(i) a statement that each signatory of such certificate or opinion
has read or has caused to be read such covenant or condition and the
definitions herein relating thereto;

(ii) a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such
certificate or opinion are based;

(iii) a statement that, in the opinion of each such signatory,
such signatory has made such examination or investigation as is necessary
to enable such signatory to express an informed opinion as to whether or
not such covenant or condition has been complied with; and

(iv) a statement as to whether, in the opinion of each such
signatory, such condition or covenant has been complied with.

(b) (i) Prior to the deposit of any Indenture Collateral or other
property or securities with the Indenture Collateral Agent that is to be
made the basis for the release of any property subject to the lien created
by this Indenture, the Issuer shall, in addition to any obligation imposed
in Section 11.01(a) or elsewhere in this Indenture, furnish to the
Indenture Collateral Agent and the Security Insurer (so long as no Insurer
Default shall have

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occurred and be continuing) an Officers' Certificate certifying or
stating the opinion of each person signing such certificate as to the
fair value (within 90 days of such deposit) to the Issuer of the Indenture
Collateral or other property or securities to be so deposited.

(ii) Whenever the Issuer is required to furnish to the Indenture
Collateral Agent and the Security Insurer an Officers' Certificate
certifying or stating the opinion of any signer thereof as to the matters
described in clause (i) above, the Issuer shall also deliver to the
Indenture Collateral Agent and the Security Insurer an Independent
Certificate as to the same matters, if the fair value to the Issuer of the
property to be so deposited and of all other such property made the basis
of any such withdrawal or release since the commencement of the then-
current fiscal year of the Issuer, as set forth in the certificates
delivered pursuant to clause (i) above and this clause (ii), is 10% or more
of the Outstanding Amount of the Notes, but such a certificate need not be
furnished with respect to any property so deposited, if the fair value
thereof to the Issuer as set forth in the related Officers' Certificate is
less than $25,000 or less than one percent of the Outstanding Amount of the
Notes.

(iii) Other than with respect to any release described in clause
(A) or (B) of Section 11.01(b)(v), whenever any property or securities are
to be released from the lien created by this Indenture, the Issuer shall
also furnish to the Indenture Collateral Agent and the Security Insurer (so
long as no Insurer Default shall have occurred and be continuing) an
Officers' Certificate certifying or stating the opinion of each person
signing such certificate as to the fair value (within 90 days of such
release) of the property or securities proposed to be released and stating
that in the opinion of such person the proposed release will not impair the
security created by this Indenture in contravention of the provisions
hereof.

(iv) Whenever the Issuer is required to furnish to the Trustee and
the Security Insurer an Officers' Certificate certifying or stating the
opinion of any signer thereof as to the matters described in clause (iii)
above, the Issuer shall also furnish to the Indenture Collateral Agent and
the Security Insurer an Independent Certificate as to the same matters if
the fair value of the property or securities and of all other property or
securities (other than property described in clauses (A) or (B) of Section
11.01(b)(v)) released from the lien created by this Indenture since the
commencement of the then current fiscal year, as set forth in the
certificates required by clause (iii) above and this clause (iv), equals
10% or more of the Outstanding Amount of the Notes, but such certificate
need not be furnished in the case of any release of property or securities
if the fair value thereof as set forth in the related Officers' Certificate
is less than $25,000 or less than one percent of the then Outstanding
Amount of the Notes.

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(v) Notwithstanding any other provision of this Section, the Issuer
may, without compliance with the other provisions of this Section
(A) collect, liquidate, sell or otherwise dispose of Receivables as and to
the extent permitted or required by the Related Documents (including as
provided in Section 3.1 of the Sale and Servicing Agreement) and (B) make
cash payments out of the Trust Accounts as and to the extent permitted or
required by the Related Documents.

SECTION 11.02. FORM OF DOCUMENTS DELIVERED TO TRUSTEE. In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters
be certified by, or covered by the opinion of, only one such Person, or that
they be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other
such Persons as to other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents.

Any certificate or opinion of an Authorized Officer of the Issuer
may be based, insofar as it relates to legal matters, upon a certificate or
opinion of, or representations by, counsel, unless such officer knows, or in
the exercise of reasonable care should know, that the certificate or opinion
or representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate of an Authorized Officer
or Opinion of Counsel may be based, insofar as it relates to factual matters,
upon a certificate or opinion of, or representations by, an officer or
officers of the Servicer, the Seller or the Issuer, stating that the
information with respect to such factual matters is in the possession of the
Servicer, the Seller or the Issuer, unless such counsel knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

Whenever in this Indenture, in connection with any application or
certificate or report to the Trustee, it is provided that the Issuer shall
deliver any document as a condition of the granting of such application, or
as evidence of the Issuer's compliance with any term hereof, it is intended
that the truth and accuracy, at the time of the granting of such application
or at the effective date of such certificate or report (as the case may be),
of the facts and opinions stated in such document shall in such case be
conditions precedent to the right of the Issuer to have such application
granted or to the sufficiency of such certificate or report. The foregoing
shall not, however, be construed to affect the Trustee's right to rely upon
the truth and accuracy of any statement or opinion contained in any such
document as provided in Article VI.

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SECTION 11.03. ACTS OF NOTEHOLDERS.

(a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or
taken by Noteholders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Noteholders in
person or by agents duly appointed in writing; and except as herein otherwise
expressly provided, such action shall become effective when such instrument
or instruments are delivered to the Trustee, and, where it is hereby
expressly required, to the Issuer. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred
to as the "Act" of the Noteholders signing such instrument or instruments.
Proof of execution of any such instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Indenture and (subject to
Section 6.01) conclusive in favor of the Trustee and the Issuer, if made in
the manner provided in this Section.

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

(d) Any request, demand, authorization, direction, notice,
consent, waiver or other action by the Holder of any Notes shall bind the
Holder of every Note issued upon the registration thereof or in exchange
therefor or in lieu thereof, in respect of anything done, omitted or suffered
to be done by the Trustee or the Issuer in reliance thereon, whether or not
notation of such action is made upon such Note.

SECTION 11.04. NOTICES, ETC., TO TRUSTEE, ISSUER AND RATING
AGENCIES. Any request, demand, authorization, direction, notice, consent,
waiver or Act of Noteholders or other documents provided or permitted by this
Indenture to be made upon, given or furnished to or filed with:

(a) the Trustee by any Noteholder or by the Issuer shall be
sufficient for every purpose hereunder if made, given, furnished or filed
in writing to or with the Trustee at its Corporate Trust Office,

(b) the Issuer by the Trustee or by any Noteholder shall be
sufficient for every purpose hereunder if in writing and mailed, first-
class, postage prepaid, to the Issuer addressed to: Olympic Automobile
Receivables Trust, 1996-C, in care of Mellon Bank (DE), National
Association, as Owner Trustee, 919 North Market Street, Second Floor,
Wilmington, Delaware 19801, Attention: Robert M. Bell, with a copy to
Mellon Bank (DE), National Association, or at any other address previously
furnished in writing to the

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<PAGE>

Trustee by Issuer. The Issuer shall promptly transmit any notice received
by it from the Noteholders to the Trustee, or

(c) the Security Insurer by the Issuer or the Trustee shall be
sufficient for any purpose hereunder if in writing and mailed by registered
mail or personally delivered or telexed or telecopied to the recipient as
follows:

To the Security Insurer: Financial Security Assurance Inc.
350 Park Avenue
New York, NY 10022
Attention: Surveillance Department
Telex No.: (212) 688-3101
Confirmation: (212) 826-0100
Telecopy Nos.: (212) 339-3518 or (212) 339-3529

(In each case in which notice or other communication to the Security Insurer
refers to an Event of Default, a claim on the Note Policy or with respect to
which failure on the part of the Security Insurer to respond shall be deemed
to constitute consent or acceptance, then a copy of such notice or other
communication should also be sent to the attention of the General Counsel and
the Head--Financial Guaranty Group "URGENT MATERIAL ENCLOSED.")

Notices required to be given to the Rating Agencies by the
Issuer, the Trustee or the Owner Trustee shall be in writing,
personally delivered or mailed by certified mail, return receipt
requested to (i) in the case of Moody's, at the following address:
Moody's Investors Service, Inc., ABS Monitoring Department, 99 Church
Street, New York, New York 10007 and (ii) in the case of Standard &
Poor's, at the following address: Standard & Poor's Ratings Group, 26
Broadway (20th Floor), New York, New York 10004, Attention of Asset
Backed Surveillance Department; or as to each of the foregoing, at
such other address as shall be designated by written notice to the
other parties.

SECTION 11.05 NOTICES TO NOTEHOLDERS; WAIVER. Where this
Indenture provides for notice to Noteholders of any event, such notice shall
be sufficiently given (unless otherwise herein expressly provided) if in
writing and mailed, first-class, postage prepaid to each Noteholder affected
by such event, at his address as it appears on the Note Register, not later
than the latest date, and not earlier than the earliest date, prescribed for
the giving of such notice. In any case where notice to Noteholders is given
by mail, neither the failure to mail such notice nor any defect in any notice
so mailed to any particular Noteholder shall affect the sufficiency of such
notice with respect to other Noteholders, and any notice that is mailed in
the manner herein provided shall conclusively be presumed to have been duly
given.

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<PAGE>

Where this Indenture provides for notice in any manner, such notice
may be waived in writing by any Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Noteholders shall be filed with the
Trustee but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such a waiver.

In case, by reason of the suspension of regular mail service as a
result of a strike, work stoppage or similar activity, it shall be
impractical to mail notice of any event of Noteholders when such notice is
required to be given pursuant to any provision of this Indenture, then any
manner of giving such notice as shall be satisfactory to the Trustee shall be
deemed to be a sufficient giving of such notice.

Where this Indenture provides for notice to the Rating Agencies,
failure to give such notice shall not affect any other rights or obligations
created hereunder, and shall not under any circumstance constitute a Default
or Event of Default.

SECTION 11.06. ALTERNATE PAYMENT AND NOTICE PROVISIONS.
Notwithstanding any provision of this Indenture or any of the Notes to the
contrary, the Issuer may enter into any agreement with any Holder of a Note
providing for a method of payment, or notice by the Trustee or any Paying
Agent to such Holder, that is different from the methods provided for in this
Indenture for such payments or notices. The Issuer will furnish to the
Trustee a copy of each such agreement and the Trustee will cause payments to
be made and notices to be given in accordance with such agreements.

SECTION 11.07. CONFLICT WITH TRUST INDENTURE ACT. If any
provision hereof limits, qualifies or conflicts with another provision hereof
that is required to be included in this indenture by any of the provisions of
the Trust Indenture Act, such required provision shall control.

The provisions of TIA Sections 310 through 317 that impose duties
on any Person (including the provisions automatically deemed included herein
unless expressly excluded by this Indenture) are a part of and govern this
Indenture, whether or not physically contained herein.

SECTION 11.08. EFFECT OF HEADINGS AND TABLE OF CONTENTS. The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

SECTION 11.09. SUCCESSORS AND ASSIGNS. All covenants and
agreements in this Indenture and the Notes by the Issuer shall bind its
successors and assigns, whether so expressed or not.

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<PAGE>

All agreements of the Trustee in this Indenture shall bind its
successors.

SECTION 11.10. SEVERABILITY. In case any provision in this
Indenture or in the Notes shall be invalid, illegal or unenforceable, the
validity, legality, and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.

SECTION 11.11. BENEFITS OF INDENTURE. The Security Insurer and
its successors and assigns shall be a third-party beneficiary to the
provisions of this Indenture, and shall be entitled to rely upon and directly
to enforce such provisions of this Indenture so long as no Insurer Default
shall have occurred and be continuing. Nothing in this Indenture or in the
Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, and the Noteholders, and any other
party secured hereunder, and any other Person with an ownership interest in
any part of the Trust Estate, any benefit or any legal or equitable right,
remedy or claim under this Indenture. The Security Insurer may disclaim any
of its rights and powers under this Indenture (in which case the Indenture
Trustee may exercise such right or power hereunder), but not its duties and
obligations under the Note Policy, upon delivery of a written notice to the
Trustee.

SECTION 11.12. LEGAL HOLIDAYS. In any case where the date on
which any payment is due shall not be a Business Day, then (notwithstanding
any other provision of the Notes or this Indenture) payment need not be made
on such date, but may be made on the next succeeding Business Day with the
same force and effect as if made on the date on which nominally due, and no
interest shall accrue for the period from and after any such nominal date.

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

SECTION 11.14. COUNTERPARTS. This Indenture may be executed in
any number of counterparts, each of which so executed shall be deemed to be
an original, but all such counterparts shall together constitute but one and
the same instrument.

SECTION 11.15. RECORDING OF INDENTURE. If this Indenture is
subject to recording in any appropriate public recording offices, such
recording is to be effected by the Issuer and at its expense accompanied by
an Opinion of Counsel (which may be counsel to the Trustee or any other
counsel reasonably acceptable to the Trustee, and the Security Insurer) to
the effect that such recording is necessary either for the protection of the
Noteholders or any other Person secured hereunder or for the

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<PAGE>

enforcement of any right or remedy granted to the Trustee or the Indenture
Collateral Agent under this Indenture or the Collateral Agent under the
Spread Account Agreement.

SECTION 11.16. TRUST OBLIGATION. No recourse may be taken,
directly or indirectly, with respect to the obligations of the Issuer, the
Owner Trustee or the Trustee on the Notes or under this Indenture or any
certificate or other writing delivered in connection herewith or therewith,
against (i) the Trustee or the Owner Trustee in its individual capacity, (ii)
any owner of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director, employee or agent of the Trustee or
the Owner Trustee in its individual capacity, any holder of a beneficial
interest in the Issuer, the Owner Trustee or the Trustee or of any successor
or assign of the Trustee or the Owner Trustee in its individual capacity,
except as any such Person may have expressly agreed (it being understood that
the Trustee and the Owner Trustee have no such obligations in their
individual capacity) and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any
unpaid consideration for stock, unpaid capital contribution or failure to pay
any installment or call owing to such entity. For all purposes of this
Indenture, in the performance of any duties or obligations of the Issuer
hereunder, the Owner Trustee shall be subject to, and entitled to the
benefits of, the terms and provisions of Articles VI, VII and VIII of the
Trust Agreement.

SECTION 11.17. NO PETITION. The Trustee and the Indenture
Collateral Agent, by entering into this Indenture, and each Noteholder, by
accepting a Note, hereby covenant and agree that they will not at any time
institute against the Seller, the Issuer or any General Partner, or join in
any institution against the Seller, the Issuer or any General Partner of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any United States Federal or state
bankruptcy or similar law in connection with any obligations relating to the
Notes, this Indenture or any of the Related Documents.

SECTION 11.18. INSPECTION. The Issuer agrees that, on reasonable
prior notice, it will permit any representative of the Trustee or of the
Security Insurer, during the Issuer's normal business hours, to examine all
the books of account, records, reports, and other papers of the Issuer, to
make copies and extracts therefrom, to cause such books to be audited by
independent certified public accountants, and to discuss the Issuer's
affairs, finances and accounts with the Issuer's officers, employees, and
independent certified public accountants, all at such reasonable times and as
often as may be reasonably requested. The Trustee shall and shall cause its
representatives to hold in confidence all such information except to the
extent disclosure may be required by law (and all reasonable applications for
confidential treatment are unavailing) and except to the extent that the
Trustee may reasonably determine that such disclosure is consistent with its
obligations hereunder.

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SECTION 11.19. LIMITATION OF LIABILITY. It is expressly
understood and agreed by the parties hereto that (a) this Agreement is
executed and delivered by Mellon Bank (DE), National Association, not
individually or personally but solely as Owner Trustee of the Issuer under
the Trust Agreement, in the exercise of the powers and authority conferred
and vested in it, (b) each of the representations, undertakings and
agreements herein made on the part of the Issuer is made and intended not as
personal representations, undertakings and agreements by Mellon Bank (DE),
National Association but is made and intended for the purpose for binding
only the Issuer, (c) nothing herein contained shall be construed as creating
any liability on Mellon Bank (DE), National Association, individually or
personally, to perform any covenant either expressed or implied contained
herein, all such liability, if any, being expressly waived by the parties to
this Agreement and by any person claiming by, through or under them and (d)
under no circumstances shall Mellon Bank (DE), National Association be
personally liable for the payment of any indebtedness or expenses of the
Issuer or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Issuer under
this Agreement or any related documents.

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<PAGE>

IN WITNESS WHEREOF, the Issuer and the Trustee have caused this
Indenture to be duly executed by their respective officers, thereunto duly
authorized, all as of the day and year first above written.

OLYMPIC AUTOMOBILE RECEIVABLES
TRUST, 1996-C

By MELLON BANK (DE),
NATIONAL ASSOCIATION,
not in its individual capacity but solely as
Owner Trustee under the Trust Agreement

By /s/ E. D. Renn
---------------------------------------------
Name: E. D. Renn
Title: Vice President

NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION,
not in its individual capacity but solely as
Trustee and Indenture Collateral Agent

By /s/ Thomas D. Wraalstad
---------------------------------------------
Name: Thomas D. Wraalstad
Title: Corporate Trust Officer

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<PAGE>

EXECUTION COPY

SALE AND SERVICING AGREEMENT

Dated as of September 1, 1996

among

OLYMPIC AUTOMOBILE RECEIVABLES TRUST, 1996-C
Issuer

OLYMPIC RECEIVABLES FINANCE CORP.
Seller

OLYMPIC FINANCIAL LTD.
In its individual capacity and as Servicer

and

NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
Backup Servicer

<PAGE>

TABLE OF CONTENTS

PAGE

INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE I DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.1. Definitions. . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.2. Usage of Terms . . . . . . . . . . . . . . . . . . . . . 28
SECTION 1.3. Calculations . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 1.4. Section References . . . . . . . . . . . . . . . . . . . 28
SECTION 1.5. No Recourse. . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 1.6. Material Adverse Effect. . . . . . . . . . . . . . . . . 28

ARTICLE II CONVEYANCE OF RECEIVABLES . . . . . . . . . . . . . . . . . . . 28
SECTION 2.1. Conveyance of Initial Receivables . . . . . . . . . . . 28
SECTION 2.2. Custody of Receivable Files. . . . . . . . . . . . . . . 29
SECTION 2.3. Conditions to Acceptance by Owner Trustee . . . . . . . 30
SECTION 2.4. Conveyance of Subsequent Receivables . . . . . . . . . . 31
SECTION 2.5. Representations and Warranties of Seller . . . . . . . . 34
SECTION 2.6. Repurchase of Receivables Upon Breach of Warranty. . . . 37
SECTION 2.7. Nonpetition Covenant . . . . . . . . . . . . . . . . . . 38
SECTION 2.8. Collecting Lien Certificates Not Delivered on the
Closing Date or Subsequent Transfer Date . . . . . . . . 38
SECTION 2.9. Trust's Assignment of Administrative Receivables
and Warranty Receivables . . . . . . . . . . . . . . . . 38

ARTICLE III ADMINISTRATION AND SERVICING OF RECEIVABLES . . . . . . . . . . 39
SECTION 3.1. Duties of the Servicer . . . . . . . . . . . . . . . . . 39
SECTION 3.2. Collection of Receivable Payments; Modifications of
Receivables; Lockbox Agreements. . . . . . . . . . . . . 40
SECTION 3.3. Realization Upon Receivables . . . . . . . . . . . . . . 43
SECTION 3.4. Insurance. . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 3.5. Maintenance of Security Interests in Vehicles . . . . . 46
SECTION 3.6. Covenants, Representations, and Warranties of
Servicer . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 3.7. Purchase of Receivables Upon Breach of Covenant. . . . . 49
SECTION 3.8. Total Servicing Fee; Payment of Certain Expenses by
Servicer . . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 3.9. Servicer's Certificate . . . . . . . . . . . . . . . . . 50
SECTION 3.10. Annual Statement as to Compliance; Notice of
Servicer Termination Event . . . . . . . . . . . . . . . 51
SECTION 3.11. Annual Independent Accountants' Report . . . . . . . . . 51
SECTION 3.12. Access to Certain Documentation and Information
Regarding Receivables . . . . . . . . . . . . . . . . . 52
SECTION 3.13. Monthly Tape . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 3.14. Retention and Termination of Servicer . . . . . . . . . 54
SECTION 3.15. Fidelity Bond . . . . . . . . . . . . . . . . . . . . . 54

<PAGE>

SECTION 3.16. Duties of the Servicer under the Indenture . . . . . . . 54
SECTION 3.17. Duties of the Servicer under the Insurance
Agreement . . . . . . . . . . . . . . . . . . . . . . . 56
SECTION 3.18. Certain Duties of the Servicer under the Trust
Agreement . . . . . . . . . . . . . . . . . . . . . . . 56

ARTICLE IV DISTRIBUTIONS; STATEMENTS TO
CERTIFICATEHOLDERS AND NOTEHOLDERS. . . . . . . . . . . . . . . 57
SECTION 4.1. Trust Accounts . . . . . . . . . . . . . . . . . . . . . 57
SECTION 4.2. Collections. . . . . . . . . . . . . . . . . . . . . . . 59
SECTION 4.3. Application of Collections . . . . . . . . . . . . . . . 60
SECTION 4.4. Monthly Advances . . . . . . . . . . . . . . . . . . . . 61
SECTION 4.5. Additional Deposits. . . . . . . . . . . . . . . . . . . 61
SECTION 4.6. Distributions. . . . . . . . . . . . . . . . . . . . . . 61
SECTION 4.7. Pre-Funding Account. . . . . . . . . . . . . . . . . . . 63
SECTION 4.8. Net Deposits . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 4.9. Statements to Certificateholders and Noteholders . . . . 65
SECTION 4.10. Indenture Trustee as Agent . . . . . . . . . . . . . . . 67
SECTION 4.11. Eligible Accounts . . . . . . . . . . . . . . . . . . . 67

ARTICLE V THE RESERVE ACCOUNT; THE SPREAD ACCOUNT
AND THE CERTIFICATE POLICY. . . . . . . . . . . . . . . . . . . 68
SECTION 5.1. Withdrawals from the Reserve Account . . . . . . . . . . 68
SECTION 5.2. Withdrawals from Spread Account. . . . . . . . . . . . . 68
SECTION 5.3. Claims Under Certificate Policy. . . . . . . . . . . . . 69
SECTION 5.4. Preference Claims. . . . . . . . . . . . . . . . . . . . 71

ARTICLE VI THE SELLER. . . . . . . . . . . . . . . . . . . . . . . . . . . 72
SECTION 6.1. Liability of Seller. . . . . . . . . . . . . . . . . . . 72
SECTION 6.2. Merger or Consolidation of, or Assumption of the
Obligations of, Seller; Amendment of Certificate of
Incorporation. . . . . . . . . . . . . . . . . . . . . . 72
SECTION 6.3. Limitation on Liability of Seller and Others . . . . . . 73
SECTION 6.4. Seller May Own Certificates or Notes . . . . . . . . . . 73

ARTICLE VII THE SERVICER. . . . . . . . . . . . . . . . . . . . . . . . . . 73
SECTION 7.1. Liability of Servicer; Indemnities . . . . . . . . . . . 73
SECTION 7.2. Merger or Consolidation of, or Assumption of the
Obligations of, the Servicer or Backup Servicer. . . . . 75
SECTION 7.3. Limitation on Liability of Servicer, Backup Servicer
and Others . . . . . . . . . . . . . . . . . . . . . . . 76
SECTION 7.4. Delegation of Duties . . . . . . . . . . . . . . . . . . 77
SECTION 7.5. Servicer and Backup Servicer Not to Resign . . . . . . . 77

ARTICLE VIII SERVICER TERMINATION EVENTS . . . . . . . . . . . . . . . . . . 78
SECTION 8.1. Servicer Termination Event . . . . . . . . . . . . . . . 78

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SECTION 8.2. Consequences of a Servicer Termination Event . . . . . . 80
SECTION 8.3. Appointment of Successor . . . . . . . . . . . . . . . . 81
SECTION 8.4. Notification to Certificateholders and Noteholders . . . 82
SECTION 8.5. Waiver of Past Defaults . . . . . . . . . . . . . . . . 82

ARTICLE IX TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . 83
SECTION 9.1. Optional Purchase of All Receivables; Liquidation of
Trust Estate . . . . . . . . . . . . . . . . . . . . . . 83

ARTICLE X MISCELLANEOUS PROVISIONS. . . . . . . . . . . . . . . . . . . . 85
SECTION 10.1. Amendment. . . . . . . . . . . . . . . . . . . . . . . . 85
SECTION 10.2. Protection of Title to Trust Property. . . . . . . . . . 86
SECTION 10.3. Governing Law. . . . . . . . . . . . . . . . . . . . . . 88
SECTION 10.4. Severability of Provisions . . . . . . . . . . . . . . . 88
SECTION 10.5. Assignment . . . . . . . . . . . . . . . . . . . . . . . 88
SECTION 10.6. Third-Party Beneficiaries. . . . . . . . . . . . . . . . 89
SECTION 10.7. Disclaimer by Security Insurer . . . . . . . . . . . . . 89
SECTION 10.8. Counterparts . . . . . . . . . . . . . . . . . . . . . . 89
SECTION 10.9. Intention of Parties . . . . . . . . . . . . . . . . . . 89
SECTION 10.10. Notices. . . . . . . . . . . . . . . . . . . . . . . . . 90
SECTION 10.11. Limitation of Liability. . . . . . . . . . . . . . . . . 90

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SCHEDULES

Schedule A -- Representations and Warranties of Seller and OFL

Schedule B -- Servicing Policies and Procedures

EXHIBITS

Exhibit A -- Schedule of Initial Receivables

Exhibit B -- Form of Custodian Agreement (OFL)

Exhibit C -- Form of Spread Account Agreement

Exhibit D -- Form of Receivables Purchase Agreement

Exhibit E -- Form of Servicer's Certificate

Exhibit F -- Form of Certificate Policy

Exhibit G -- Form of Subsequent Transfer Agreement

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<PAGE>

THIS SALE AND SERVICING AGREEMENT, dated as of September 1, 1996, is
made among Olympic Automobile Receivables Trust, 1996-C (the "Issuer"), Olympic
Receivables Finance Corp., a Delaware corporation, as Seller (the "Seller"),
Olympic Financial Ltd., a Minnesota corporation, in its individual capacity and
as Servicer (in its individual capacity, "OFL"; in its capacity as Servicer, the
"Servicer") and Norwest Bank Minnesota, National Association, a national banking
association, as Backup Servicer (the "Backup Servicer").

In consideration of the mutual agreements herein contained, and of
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1. DEFINITIONS. All terms defined in the Spread Account
Agreement, the Indenture or the Trust Agreement (each 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 a firm of nationally recognized
independent accountants described in Section 3.11.

ACCOUNTING DATE: With respect to a Distribution Date, the last day of
the Monthly Period immediately preceding such Distribution Date.

ACTUAL FUNDS: With respect to a Distribution Date, the sum of
(i) Available Funds for such Distribution Date, plus (ii) the portion of the
Reserve Amount, if any, deposited pursuant to Section 5.1(a) into the Collection
Account with respect to such Distribution Date.

ADDITION NOTICE: With respect to any transfer of Subsequent
Receivables to the Trust pursuant to Section 2.4, a notice, which shall be given
not later than 15 days prior to the related Subsequent Transfer Date, of the
Seller's designation of Subsequent Receivables to be transferred to the Issuer
and the aggregate Principal Balance of such Subsequent Receivables.

ADMINISTRATIVE RECEIVABLE: With respect to any Monthly Period, a
Receivable which the Servicer is required to purchase pursuant to Section 3.7 or
which the Servicer has elected to purchase pursuant to Section 3.4(c).

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

<PAGE>

policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

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

AGREEMENT OR "THIS AGREEMENT": This Sale and Servicing Agreement, all
amendments and supplements thereto and all exhibits and schedules to any of the
foregoing.

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 retail automobile installment sale contracts or promissory
notes, and related costs. The term "Amount Financed" shall not include any
Insurance Add-On Amounts.

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.

ASSUMED REINVESTMENT RATE: 2.5% per annum.

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 as of the related Deposit Date, (iii) all
Monthly Advances made by the Servicer as of the related Deposit Date, and
(iv) all net income from investments of funds in the Trust Accounts and the
Certificate Distribution Account during the related Monthly Period.

BACKUP SERVICER: Norwest Bank Minnesota, National Association, or its
successor in interest pursuant to Section 8.2, or such Person as shall have been
appointed as Backup Servicer or successor Servicer pursuant to Section 8.3.

BASIC SERVICING FEE: With respect to any Monthly Period, the fee
payable to the Servicer for services rendered during such Monthly Period, which
shall be equal to one-twelfth of the Basic Servicing Fee Rate multiplied by the

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<PAGE>

Aggregate Principal Balance as of the Determination Date falling in such Monthly
Period.

BASIC SERVICING FEE RATE: 1.00% 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 commercial banking institutions in Minneapolis, Minnesota,
New York, New York, Wilmington, Delaware or any other location of any successor
Servicer, successor Owner Trustee, successor Indenture Trustee or successor
Collateral Agent are authorized or obligated by law, executive order or
governmental decree to be closed.

CERTIFICATE BALANCE: As of any date, $65,250,000 less all amounts
previously distributed to Certificateholders in respect of principal.

CERTIFICATE DISTRIBUTION ACCOUNT: The meaning assigned to such term
in the Trust Agreement.

CERTIFICATE MAJORITY: Holders of Certificates representing more than
50% of the Certificate Balance.

CERTIFICATE POLICY: The financial guaranty insurance policy issued by
the Security Insurer to the Owner Trustee on behalf of the Certificateholders.

CERTIFICATE POLICY CLAIM AMOUNT: The meaning set forth in Section
5.3(a).

CERTIFICATE POOL FACTOR: With respect to any Distribution Date, an
eight digit decimal figure equal to the Certificate Balance as of such
Distribution Date (after giving effect to distributions on such Distribution
Date) divided by the Certificate Balance as of the Closing Date.

CERTIFICATE PREPAYMENT AMOUNT: As of the Distribution Date on or
immediately following the last day of the Funding Period, after giving effect to
any transfer of Subsequent Receivables on such date, an amount equal to the
Certificateholders' pro rata share (based on the respective current outstanding
principal balance of each class of Notes and the current Certificate Balance) of
the Pre-Funded Amount as of such Distribution Date.

CERTIFICATE PREPAYMENT PREMIUM: An amount computed by the Servicer
equal to the excess, if any, discounted as described below, of (i) the amount of
interest that would accrue on the Certificate Prepayment Amount at the Pass-
Through Rate during the period commencing on and including the Distribution Date
on which the Certificate Prepayment Amount is required to be deposited in the
Certificate Distribution Account pursuant to Section 4.7(b) to but excluding

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November 30, 1998, over (ii) the amount of interest that would have accrued on
the Certificate Prepayment Amount over the same period at a per annum rate of
interest equal to the bond equivalent yield to maturity on the Determination
Date preceding such Distribution Date on the 5.50% U.S. Treasury Note due
November 30, 1998. Such excess shall be discounted to present value to such
Distribution Date at the yield described in clause (ii) above.

CERTIFICATEHOLDERS' DISTRIBUTABLE AMOUNT: With respect to any
Distribution Date, the sum of the Certificateholders' Interest Distributable
Amount and the Certificateholders' Principal Distributable Amount.

CERTIFICATEHOLDERS' INTEREST CARRYOVER SHORTFALL: With respect to any
Distribution Date, the excess of the Certificateholders' Monthly Interest
Distributable Amount for the preceding Distribution Date and any
Certificateholders' Interest Carryover Shortfall on such preceding Distribution
Date, over the amount in respect of interest on the Certificates that is
actually deposited in the Certificate Distribution Account on such preceding
Distribution Date, plus interest on such excess, to the extent permitted by law,
at the Pass-Through Rate from such preceding Distribution Date to but excluding
the current Distribution Date.

CERTIFICATEHOLDERS' INTEREST DISTRIBUTABLE AMOUNT: With respect to
any Distribution Date, the sum of the Certificateholders' Monthly Interest
Distributable Amount for such Distribution Date and the Certificateholders'
Interest Carryover Shortfall for such Distribution Date.

CERTIFICATEHOLDERS' MONTHLY INTEREST DISTRIBUTABLE AMOUNT: With
respect to any Distribution Date, 30 days of interest (or, in the case of the
first Distribution Date, interest accrued from and including the Closing Date to
but excluding October 15, 1996) at the Pass-Through Rate on the Certificate
Balance as of the close of business on the preceding Distribution Date (or, in
the case of the first Distribution Date, on the Closing Date).

CERTIFICATEHOLDERS' MONTHLY PRINCIPAL DISTRIBUTABLE AMOUNT: With
respect to any Distribution Date, the Certificateholders' Percentage of the
Principal Distribution Amount.

CERTIFICATEHOLDERS' PERCENTAGE: (i) with respect to any Determination
Date relating to a Distribution Date prior to the Distribution Date on which the
principal balance of the Class A-1 Notes is reduced to zero, 0%; (ii) with
respect to the Determination Date relating to the Distribution Date on which the
principal balance of the Class A-1 Notes is reduced to zero, 0% with respect to
that portion of the Principal Distribution Amount equal to the unpaid principal
balance of the Class A-1 Notes, and 100% minus the Noteholders' Percentage as of
such Determination Date (computed after giving effect to the retirement of the
Class A-1 Notes) with respect to the remaining portion of the Principal
Distribution Amount; (iii) with respect to any Determination Date relating to a
Distribution Date after the

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Distribution Date on which the principal balance of the Class A-1 Notes is
reduced to zero, 100% minus the Noteholders' Percentage as of such Determination
Date.

CERTIFICATEHOLDERS' PRINCIPAL CARRYOVER SHORTFALL: As of the close of
any Distribution Date, the excess of the sum of the Certificateholders' Monthly
Principal Distributable Amount and any outstanding Certificateholders' Principal
Carryover Shortfall from the preceding Distribution Date, over the amount in
respect of principal that is actually deposited in the Certificate Distribution
Account on such Distribution Date.

CERTIFICATEHOLDERS' PRINCIPAL DISTRIBUTABLE AMOUNT: With respect to
any Distribution Date (other than the Final Scheduled Distribution Date), the
sum of the Certificateholders' Monthly Principal Distributable Amount for such
Distribution Date and any Certificateholders' Principal Carryover Shortfall as
of the close of the preceding Distribution Date; PROVIDED, HOWEVER, that the
Certificateholders' Principal Distributable Amount shall not exceed the
Certificate Balance. The "Certificateholders' Principal Distributable Amount"
on the Final Scheduled Distribution Date will equal the Certificate Balance as
of the Final Scheduled Distribution Date.

CLASS A-1 FINAL SCHEDULED DISTRIBUTION DATE: September 15, 1997 (or,
if such day is not a Business Day, the next succeeding Business Day thereafter).

CLASS A-1 HOLDBACK AMOUNT: As of any Subsequent Transfer Date, an
amount equal to 2.5% of the amount, if any, by which the applicable "Target
Original Pool Balance" specified below is greater than the Original Pool Balance
after giving effect to the transfer of Subsequent Receivables on such Subsequent
Transfer Date:

SUBSEQUENT TRANSFER DATE TARGET ORIGINAL POOL BALANCE

September 15 - October 14 $616,996,223.53

October 15 - November 14 $725,000,000.00

CLASS A-1 HOLDBACK SUBACCOUNT: The subaccount of the Reserve Account,
the funds in which shall consist of all Class A-1 Holdback Amounts deposited
therein during the Funding Period, other than investment earnings thereon. Any
funds in the Class A-1 Holdback Subaccount shall be withdrawn on the Class A-1
Final Scheduled Distribution Date and distributed as specified in
Section 5.1(b).

CLASS A-1 INTEREST CARRYOVER SHORTFALL: With respect to any
Distribution Date, the excess of the Class A-1 Interest Distributable Amount for
the preceding Distribution Date over the amount in respect of interest on the
Class A-1 Notes that was actually deposited in the Note Distribution Account on
such

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preceding Distribution Date, plus interest on the amount of interest due but not
paid to Class A-1 Noteholders on the preceding Distribution Date, to the extent
permitted by law, at the Class A-1 Interest Rate from such preceding
Distribution Date to but excluding the current Distribution Date.

CLASS A-1 INTEREST DISTRIBUTABLE AMOUNT: With respect to any
Distribution Date, the sum of the Class A-1 Monthly Interest Distributable
Amount for such Distribution Date and the Class A-1 Interest Carryover Shortfall
for such Distribution Date.

CLASS A-1 INTEREST RATE: 5.616% per annum.

CLASS A-1 MONTHLY INTEREST DISTRIBUTABLE AMOUNT: With respect to any
Distribution Date, 30 days of interest (or, in the case of the first
Distribution Date, interest accrued from and including the Closing Date to but
excluding October 15, 1996) at the Class A-1 Interest Rate on the outstanding
principal balance of the Class A-1 Notes on the immediately preceding
Distribution Date (or, in the case of the first Distribution Date, on the
Closing Date), after giving effect to all payments of principal to Class A-1
Noteholders on or prior to such immediately preceding Distribution Date.

CLASS A-1 PREPAYMENT AMOUNT: As of the Distribution Date on or
immediately following the last day of the Funding Period, after giving effect to
any transfer of Subsequent Receivables on such date, an amount equal to the
Class A-1 Noteholders' pro rata share (based on the respective current
outstanding principal balance of each class of Notes and the current Certificate
Balance) of the Pre-Funded Amount as of such Distribution Date.

CLASS A-1 PREPAYMENT PREMIUM: An amount computed by the Servicer
equal to the excess, if any, discounted as described below, of (i) the amount of
interest that would accrue on the Class A-1 Prepayment Amount at the Class A-1
Interest Rate during the period commencing on and including the Distribution
Date on which the Class A-1 Prepayment Amount is required to be deposited in the
Note Distribution Account pursuant to Section 4.7 to but excluding December 12,
1996, over (ii) the amount of interest that would have accrued on the Class A-1
Prepayment Amount over the same period at a per annum rate of interest equal to
the bond equivalent yield to maturity on the Determination Date preceding such
Distribution Date on the United States Treasury Bill due December 12, 1996.
Such excess shall be discounted to present value to such Distribution Date at
the yield described in clause (ii) above.

CLASS A-2 FINAL SCHEDULED DISTRIBUTION DATE: January 15, 2000 (or, if
such day is not a Business Day, the next succeeding Business Day thereafter).

CLASS A-2 INTEREST CARRYOVER SHORTFALL: With respect to any
Distribution Date, the excess of the Class A-2 Interest Distributable Amount for
the

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preceding Distribution Date, over the amount in respect of interest on the Class
A-2 Notes that was actually deposited in the Note Distribution Account on such
preceding Distribution Date, plus interest on the amount of interest due but not
paid to Class A-2 Noteholders on the preceding Distribution Date, to the extent
permitted by law, at the Class A-2 Interest Rate from such preceding
Distribution Date to but excluding the current Distribution Date.

CLASS A-2 INTEREST DISTRIBUTABLE AMOUNT: With respect to any
Distribution Date, the sum of the Class A-2 Monthly Interest Distributable
Amount for such Distribution Date and the Class A-2 Interest Carryover Shortfall
for such Distribution Date.

CLASS A-2 INTEREST RATE: 6.30% per annum.

CLASS A-2 MONTHLY INTEREST DISTRIBUTABLE AMOUNT: With respect to any
Distribution Date, 30 days of interest (or, in the case of the first
Distribution Date, interest accrued from and including the Closing Date to but
excluding October 15, 1996) at the Class A-2 Interest Rate on the outstanding
principal balance of the Class A-2 Notes on the immediately preceding
Distribution Date (or, in the case of the first Distribution Date, on the
Closing Date), after giving effect to all payments of principal to Class A-2
Noteholders on such or prior to immediately preceding Distribution Date.

CLASS A-2 PREPAYMENT AMOUNT: As of the Distribution Date on or
immediately following the last day of the Funding Period, after giving effect to
any transfer of Subsequent Receivables on such date, an amount equal to the
Class A-2 Noteholders' pro rata share (based on the respective current
outstanding principal balance of each class of Notes and the current Certificate
Balance) of the Pre-Funded Amount as of such Distribution Date.

CLASS A-2 PREPAYMENT PREMIUM: An amount computed by the Servicer
equal to the excess, if any, discounted as described below, of (i) the amount of
interest that would accrue on the Class A-2 Prepayment Amount at the Class A-2
Interest Rate during the period commencing on and including the Distribution
Date on which the Class A-2 Prepayment Amount is required to be deposited in the
Note Distribution Account pursuant to Section 4.7 to but excluding August 31,
1997, over (ii) the amount of interest that would have accrued on the Class A-2
Prepayment Amount over the same period at a per annum rate of interest equal to
the yield to maturity on the Determination Date preceding such Distribution Date
on the 6.00% U.S. Treasury Note due August 31, 1997. Such excess shall be
discounted to present value to such Distribution Date at the yield described in
clause (ii) above.

CLASS A-3 FINAL SCHEDULED DISTRIBUTION DATE: December 15, 2000 (or,
if such day is not a Business Day, the next succeeding Business Day thereafter).

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CLASS A-3 INTEREST CARRYOVER SHORTFALL: With respect to any
Distribution Date, the excess of the Class A-3 Interest Distributable Amount for
the preceding Distribution Date over the amount in respect of interest on the
Class A-3 Notes that was actually deposited in the Note Distribution Account on
such preceding Distribution Date, plus interest on the amount of interest due
but not paid to Class A-3 Noteholders on the preceding Distribution Date, to the
extent permitted by law, at the Class A-3 Interest Rate from such preceding
Distribution Date to but excluding the current Distribution Date.

CLASS A-3 INTEREST DISTRIBUTABLE AMOUNT: With respect to any
Distribution Date, the sum of the Class A-3 Monthly Interest Distributable
Amount for such Distribution Date and the Class A-3 Interest Carryover Shortfall
for such Distribution Date.

CLASS A-3 INTEREST RATE: 6.625% per annum.

CLASS A-3 MONTHLY INTEREST DISTRIBUTABLE AMOUNT: With respect to any
Distribution Date, 30 days of interest (or, in the case of the first
Distribution Date, interest accrued from and including the Closing Date to but
excluding October 15, 1996) at the Class A-3 Interest Rate on the outstanding
principal balance of the Class A-3 Notes on the immediately preceding
Distribution Date (or, in the case of the first Distribution Date, on the
Closing Date), after giving effect to all payments of principal to Class A-3
Noteholders on or prior to such immediately preceding Distribution Date.

CLASS A-3 PREPAYMENT AMOUNT: As of the Distribution Date on or
immediately following the last day of the Funding Period, after giving effect to
any transfer of Subsequent Receivables on such date, an amount equal to the
Class A-3 Noteholders' pro rata share (based on the respective current
outstanding principal balance of each class of Notes and the current Certificate
Balance) of the Pre-Funded Amount as of such Distribution Date.

CLASS A-3 PREPAYMENT PREMIUM: An amount computed by the Servicer
equal to the excess, if any, discounted as described below, of (i) the amount of
interest that would accrue on the Class A-3 Prepayment Amount at the Class A-3
Interest Rate during the period commencing on and including the Distribution
Date on which the Class A-3 Prepayment Amount is required to be deposited in the
Note Distribution Account pursuant to Section 4.7 to but excluding August 31,
1998, over (ii) the amount of interest that would have accrued on the Class A-3
Prepayment Amount over the same period at a per annum rate of interest equal to
the yield to maturity on the Determination Date preceding such Distribution Date
on the 6.125% U.S. Treasury Note due August 31, 1998. Such excess shall be
discounted to present value to such Distribution Date at the yield described in
clause (ii) above.

CLASS A-4 FINAL SCHEDULED DISTRIBUTION DATE: March 15, 2002 (or, if
such day is not a Business Day, the next succeeding Business Day thereafter).

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CLASS A-4 INTEREST CARRYOVER SHORTFALL: With respect to any
Distribution Date, the excess of the Class A-4 Interest Distributable Amount for
the preceding Distribution Date over the amount in respect of interest on the
Class A-4 Notes that was actually deposited in the Note Distribution Account on
such preceding Distribution Date, plus interest on the amount of interest due
but not paid to Class A-4 Noteholders on the preceding Distribution Date, to the
extent permitted by law, at the Class A-4 Interest Rate from such preceding
Distribution Date to but excluding the current Distribution Date.

CLASS A-4 INTEREST DISTRIBUTABLE AMOUNT: With respect to any
Distribution Date, the sum of the Class A-4 Monthly Interest Distributable
Amount for such Distribution Date and the Class A-4 Interest Carryover Shortfall
for such Distribution Date.

CLASS A-4 INTEREST RATE: 6.80% per annum.

CLASS A-4 MONTHLY INTEREST DISTRIBUTABLE AMOUNT: With respect to any
Distribution Date, 30 days of interest (or, in the case of the first
Distribution Date, interest accrued from and including the Closing Date to but
excluding October 15, 1996) at the Class A-4 Interest Rate on the outstanding
principal balance of the Class A-4 Notes on the immediately preceding
Distribution Date (or, in the case of the first Distribution Date, on the
Closing Date), after giving effect to all payments of principal to Class A-4
Noteholders on or prior to such immediately preceding Distribution Date.

CLASS A-4 PREPAYMENT AMOUNT: As of the Distribution Date on or
immediately following the last day of the Funding Period, after giving effect to
any transfer of Subsequent Receivables on such date, an amount equal to the
Class A-4 Noteholders' pro rata share (based on the respective current
outstanding principal balance of each class of Notes and the current Certificate
Balance) of the Pre-Funded Amount as of such Distribution Date.

CLASS A-4 PREPAYMENT PREMIUM: An amount computed by the Servicer
equal to the excess, if any, discounted as described below, of (i) the amount of
interest that would accrue on the Class A-4 Prepayment Amount at the Class A-4
Interest Rate during the period commencing on and including the Distribution
Date on which the Class A-4 Prepayment Amount is required to be deposited in the
Note Distribution Account pursuant to Section 4.7 to but excluding August 31,
1999, over (ii) the amount of interest that would have accrued on the Class A-4
Prepayment Amount over the same period at a per annum rate of interest equal to
the yield to maturity on the Determination Date preceding such Distribution Date
on the 6.00% U.S. Treasury Note due August 31, 1999. Such excess shall be
discounted to present value to such Distribution Date at the yield described in
clause (ii) above.

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CLASS A-5 FINAL SCHEDULED DISTRIBUTION DATE: March 15, 2004 (or, if
such day is not a Business Day, the next succeeding Business Day thereafter).

CLASS A-5 INTEREST CARRYOVER SHORTFALL: With respect to any
Distribution Date, the excess of the Class A-5 Interest Distributable Amount for
the preceding Distribution Date over the amount in respect of interest on the
Class A-5 Notes that was actually deposited in the Note Distribution Account on
such preceding Distribution Date, plus interest on the amount of interest due
but not paid to Class A-5 Noteholders on the preceding Distribution Date, to the
extent permitted by law, at the Class A-5 Interest Rate from such preceding
Distribution Date to but excluding the current Distribution Date.

CLASS A-5 INTEREST DISTRIBUTABLE AMOUNT: With respect to any
Distribution Date, the sum of the Class A-5 Monthly Interest Distributable
Amount for such Distribution Date and the Class A-5 Interest Carryover Shortfall
for such Distribution Date.

CLASS A-5 INTEREST RATE: 7.00% per annum.

CLASS A-5 MONTHLY INTEREST DISTRIBUTABLE AMOUNT: With respect to any
Distribution Date, 30 days of interest (or, in the case of the first
Distribution Date, interest accrued from and including the Closing Date to but
excluding October 15, 1996) at the Class A-5 Interest Rate on the outstanding
principal balance of the Class A-5 Notes on the immediately preceding
Distribution Date (or, in the case of the first Distribution Date, on the
Closing Date), after giving effect to all payments of principal to Class A-5
Noteholders on or prior to such immediately preceding Distribution Date.

CLASS A-5 PREPAYMENT AMOUNT: As of the Distribution Date on or
immediately following the last day of the Funding Period, after giving effect to
any transfer of Subsequent Receivables on such date, an amount equal to the
Class A-5 Noteholders' pro rata share (based on the respective current
outstanding principal balance of each class of Notes and the current Certificate
Balance) of the Pre-Funded Amount as of such Distribution Date.

CLASS A-5 PREPAYMENT PREMIUM: An amount computed by the Servicer
equal to the excess, if any, discounted as described below, of (i) the amount of
interest that would accrue on the Class A-5 Prepayment Amount at the Class A-5
Interest Rate during the period commencing on and including the Distribution
Date on which the Class A-5 Prepayment Amount is required to be deposited in the
Note Distribution Account pursuant to Section 4.7 to but excluding November 30,
2000, over (ii) the amount of interest that would have accrued on the Class A-5
Prepayment Amount over the same period at a per annum rate of interest equal to
the yield to maturity on the Determination Date preceding such Distribution Date
on the 5.625% U.S. Treasury Note due November 30, 2000. Such excess shall be

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discounted to present value to such Distribution Date at the yield described in
clause (ii) above.

CLOSING DATE: September 12, 1996.

CLOSING DATE PURCHASE AGREEMENT: The Receivables Purchase Agreement
and Assignment, dated as of September 1, 1996, between OFL and the Seller.

COLLATERAL AGENT: The Collateral Agent named in the Spread Account
Agreement, and any successor thereto pursuant to the terms of the Spread Account
Agreement.

COLLATERAL INSURANCE: The insurance policy maintained by the
Servicer, or indemnification obligation of the Servicer in lieu of such
insurance policy, pursuant to Section 3.4(e).

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

COLLECTION ACCOUNT: The account designated as the Collection Account
in, and which is established and maintained pursuant to, Section 4.1(a).

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

COMPUTER TAPE: The computer tape generated on behalf of the Seller
which provides information relating to the Receivables and which was used by the
Seller and OFL in selecting the Receivables conveyed to the Trust hereunder.

CORPORATE TRUST OFFICE: With respect to the Owner Trustee, the
principal office of the Owner Trustee at which at any particular time its
corporate trust business shall be administered, which office at the Closing Date
is located at 919 North Market Street, Second Floor, Wilmington, Delaware 19801,
Attention: Robert H. Bell; the telecopy number for the Corporate Trust Office
of the Owner Trustee on the date of the execution of this Agreement is
(302) 421-2323; with respect to the Indenture Trustee, the principal office of
the Indenture Trustee at which at any particular time its corporate trust
business shall be administered, which office is located at Sixth Street and
Marquette Avenue, Minneapolis, Minnesota 55479-0070, Attention: Corporate Trust
Services--Asset Backed Administration; the telecopy number for the Corporate
Trust Office of the Indenture Trustee on the date of execution of this Agreement
is (612) 667-3539.

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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 contract rate 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.

CREDIT ENHANCEMENT FEE: With respect to any Distribution Date, the
amount to be paid to the Security Insurer pursuant to Section 4.6(viii) and the
amount to which the Seller is entitled pursuant to Section 4.6(ix).

CUSTODIAN: OFL and any other Person named from time to time as
custodian in any Custodian Agreement acting as agent for the Trust, which Person
must be (so long as an Insurer Default shall not have occurred and be
continuing) acceptable to the Security Insurer.

CUSTODIAN AGREEMENT: Any Custodian Agreement from time to time in
effect between the Custodian named therein and the Trust, substantially in the
form of Exhibit B hereto, as the same may be amended, supplemented or otherwise
modified from time to time in accordance with the terms thereof, which Custodian
Agreement and any amendments, supplements or modifications thereto shall (so
long as an Insurer Default shall not have occurred and be continuing) be
acceptable to the Security Insurer.

DEALER: A seller of new or used automobiles or light trucks that
originated one or more of the Receivables and sold the respective Receivable,
directly or indirectly, to OFL under an existing agreement between such seller
and OFL.

DEALER AGREEMENT: An agreement between OFL and a Dealer relating to
the sale of retail installment sale contracts and installment notes to OFL 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 OFL.

DEFICIENCY CLAIM AMOUNT: As defined in Section 5.2(a).

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

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DEFICIENCY NOTICE: As defined in Section 5.2(a).

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

DETERMINATION DATE: With respect to any Monthly Period, the sixth
Business Day immediately preceding the related Distribution Date.

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

DISTRIBUTION DATE: The 15th day of each calendar month, or if such
15th day is not a Business Day, the next succeeding Business Day, commencing
October 15, 1996 to and including the Final Scheduled Distribution Date.

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

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

ELIGIBLE ACCOUNT: (i) A segregated trust account that is
maintained with the corporate trust department of a depository institution
acceptable to the Security Insurer (so long as an Insurer Default shall not
have occurred and be continuing), or (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 "A-1+" by Standard & Poor's and "P-1" by
Moody's and (so long as an Insurer Default shall not have occurred and be
continuing) acceptable to the Security Insurer.

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

(a) (i) 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 (ii) 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
assigned the highest credit rating by each Rating Agency;

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(b) 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 Indenture Trustee, the Owner Trustee or any agent
of either of them 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 assigned the highest credit rating by each
Rating Agency;

(c) repurchase obligations pursuant to a written agreement (i) with
respect to any obligation described in clause (a) above, where the Indenture
Trustee has taken actual or constructive delivery of such obligation in
accordance with Section 4.1, and (ii) entered into with the corporate trust
department of 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 "A-1+" by Standard & Poor's and "P-1" by Moody's
(including, if applicable, the Indenture Trustee, the Owner Trustee or any agent
of either of them acting in their respective commercial capacities);

(d) securities bearing interest or sold at a discount issued by any
corporation incorporated under the laws of the United States or any State whose
long-term unsecured debt obligations are assigned the highest credit rating by
each Rating Agency 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 in the Trust Accounts to exceed
10% of the Eligible Investments held in the Trust Accounts (with Eligible
Investments held in the Trust Accounts valued at par);

(e) commercial paper that (i) is payable in United States dollars and
(ii) is rated in the highest credit rating category by each Rating Agency;

(f) units of money market funds rated in the highest credit rating
category by each Rating Agency; provided that all Eligible Investments shall be
held in the name of the Indenture Trustee; or

(g) any other demand or time deposit, obligation, security or
investment as may be acceptable to the Rating Agencies and the Security Insurer,
as evidenced by the prior written consent of the Security Insurer, as may from
time to time be confirmed in writing to the Indenture Trustee by the Security
Insurer;

PROVIDED, HOWEVER, that securities issued by any entity (except as provided in
paragraph (a)) will not be Eligible Investments to the extent that an investment

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therein will cause the then outstanding principal amount of securities issued by
such entity and held in the Pre-Funding Account to exceed $25 million (with
Eligible Investments held in the Pre-Funding Account valued at par).

Eligible Investments may be purchased by or through the Indenture Trustee or any
of its Affiliates.

ELIGIBLE SERVICER: OFL, the Backup Servicer or another Person
which at the time of its appointment as Servicer (i) is servicing a portfolio of
motor vehicle retail 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 retail 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.

FINAL SCHEDULED DISTRIBUTION DATE: With respect to each class of
Notes, the Class A-1 Final Scheduled Distribution Date, the Class A-2 Final
Scheduled Distribution Date, the Class A-3 Final Scheduled Distribution Date,
the Class A-4 Final Scheduled Distribution Date and the Class A-5 Final
Scheduled Distribution Date, respectively, and, with respect to the
Certificates, March 15, 2004.

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

FORCE-PLACED INSURANCE: The meaning set forth in Section 3.4(b).

FUNDING PERIOD: The period beginning on the Closing Date and ending
on the first to occur of (a) the Distribution Date on which the Pre-Funded
Amount (after giving effect to any reduction in the Pre-Funded Amount in
connection with the transfer of Subsequent Receivables to the Trust on such
Distribution Date) is less than $100,000, (b) the date on which an Event of
Default or a Servicer Termination Event occurs, (c) the date on which an
Insolvency Event occurs with respect to OFL and (d) the close of business on the
Distribution Date occurring in November, 1996.

GENERAL PARTNERS: OGP I and OGP II in their capacities as general
partners of the Trust, and any successors thereto as permitted by the Trust
Agreement.

GUARANTEED DISTRIBUTION: The meaning specified in the Certificate
Policy.

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INDENTURE: The Indenture, dated as of September 1, 1996, among the
Trust, the Indenture Trustee and the Indenture Collateral Agent, as the same may
be amended and supplemented from time to time.

INDENTURE COLLATERAL AGENT: The Person acting as Indenture Collateral
Agent under the Indenture, its successors in interest and any successor
Indenture Collateral Agent under the Indenture.

INDENTURE TRUSTEE: The Person acting as Trustee under the Indenture,
its successors in interest and any successor Trustee under the Indenture.

INDEPENDENT ACCOUNTANTS: As defined in Section 3.11(a).

INITIAL CUTOFF DATE: September 6, 1996.

INITIAL CUTOFF DATE PRINCIPAL BALANCE: $508,992,447.05.

INITIAL RECEIVABLES: The Receivables listed on the Schedule of
Initial Receivables on the Closing Date.

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

INSURANCE ADD-ON AMOUNT: The premium charged to the Obligor in the
event that the Servicer obtains Force-Placed Insurance pursuant to Section 3.4.

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INSURANCE AGREEMENT: The Insurance and Indemnity Agreement, dated as
of September 12, 1996, among the Security Insurer, the Trust, the Seller, OFL
and the General Partners.

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

INSURANCE POLICY: With respect to a Receivable, any insurance policy
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:

(a) the Security Insurer shall have failed to make a payment
required under the Note Policy or the Certificate Policy;

(b) The Security Insurer shall have (i) filed a petition or
commenced any case or proceeding under any provision or chapter of the
United States Bankruptcy Code, the New York State Insurance Law, 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, the New
York State Insurance Law, 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 Security 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 Security
Insurer (or the taking of possession of all or any material portion of the
property of the Security 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.

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.

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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 Monthly Period, a
Receivable as to which (i) 91 days have elapsed since the Servicer repossessed
the related Financed Vehicle, (ii) the Servicer has determined in good faith
that all amounts it expects to recover have been received, or (iii) all or any
portion of a Scheduled Payment shall have become more than 180 days past due.

LIQUIDATION PROCEEDS: With respect to a Liquidated Receivable, all
amounts realized with respect to such Receivable (other than amounts withdrawn
from the Spread Account or the Reserve Account and drawings under the Policies)
net of (i) reasonable expenses incurred by the Servicer in connection with the
collection of such Receivable and the repossession and disposition of the
Financed Vehicle and (ii) amounts that are required to be refunded to the
Obligor on such Receivable; PROVIDED, HOWEVER, that the Liquidation Proceeds
with respect to any Receivable shall in no event be less than zero.

LOCKBOX ACCOUNT: The segregated account maintained on behalf of the
Trust by the Lockbox Bank in accordance with Section 3.2(d).

LOCKBOX AGREEMENT: The Agency Agreement, dated as of November 13,
1992 by and among Harris Trust and Savings Bank, OFL, Shawmut Bank, N.A., as
Trustee, Saturn Financial Services, Inc. and the Program Parties (as defined
therein), taken together with the Retail Lockbox Agreement, dated as of
November 13, 1992, among such parties, and the Counterpart to Agency Agreement
and Retail Lockbox Agreement, dated as of September 12, 1996, among Harris Trust
and Savings Bank, OFL, the Trust, the Indenture Trustee and the Security
Insurer, as such agreements may be amended from time to time, unless the
Indenture Trustee hereunder shall cease to be a Program Party thereunder, or
such agreement shall be terminated in accordance with its terms, in which event
"Lockbox Agreement" shall mean such other agreement, in form and substance
acceptable to the Security Insurer, or if an Insurer Default shall have occurred
and be continuing, to a Certificate Majority and a Note Majority, among the
Servicer, the Trust, the Indenture Trustee and the Lockbox Bank.

LOCKBOX BANK: A depository institution named by the Servicer and, so
long as an Insurer Default shall not have occurred and be continuing, acceptable
to the Security Insurer, or, if an Insurer Default shall have occurred and be
continuing, to a Certificate Majority and a Note Majority.

MONTHLY ADVANCE: The amount that the Servicer is required to advance
on any Receivable pursuant to Section 4.4(a).

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MONTHLY PERIOD: With respect to a Distribution Date, the calendar
month preceding the month in which such Distribution Date occurs (such calendar
month being referred to as the "related" Monthly Period with respect to such
Distribution Date). With respect to an Accounting Date, the calendar month in
which such Accounting Date occurs is referred to herein as the "related" Monthly
Period to such Accounting Date.

MONTHLY RECORDS: All records and data maintained by the Servicer with
respect to the Receivables, including the following with respect to each
Receivable: the account number; the identity of the originating Dealer; Obligor
name; Obligor address; Obligor home phone number; Obligor business phone number;
original Principal Balance; original term; Annual Percentage Rate; current
Principal Balance; current remaining term; origination date; first payment date;
final scheduled payment date; next payment due date; date of most recent
payment; new/used classification; collateral description; days currently
delinquent; number of contract extensions (months) to date; amount, if any, of
Force-Placed Insurance payable monthly; amount of the Scheduled Payment; current
Insurance Policy expiration date; and past due late charges, if any.

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

NOTE DISTRIBUTION ACCOUNT: The account designated as such,
established and maintained pursuant to Section 4.1(c).

NOTE MAJORITY: As to each class of Notes, Holders of Notes
representing a majority of the outstanding principal balance of such class of
Notes.

NOTE POLICY: The financial guaranty insurance policy issued by the
Security Insurer to the Indenture Trustee on behalf of the Noteholders.

NOTE POOL FACTOR: With respect to any Distribution Date and each
class of Notes, an eight-digit decimal figure equal to the outstanding principal
balance of such class of Notes as of such Distribution Date (after giving effect
to all distributions on such date) divided by the original outstanding principal
balance of such class of Notes as of the Closing Date.

NOTEHOLDERS' INTEREST DISTRIBUTABLE AMOUNT: With respect to any
Distribution Date, the sum of the Class A-1 Interest Distributable Amount, the
Class A-2 Interest Distributable Amount, the Class A-3 Interest Distributable
Amount, the Class A-4 Interest Distributable Amount and the Class A-5 Interest
Distributable Amount.

NOTEHOLDERS' MONTHLY PRINCIPAL DISTRIBUTABLE AMOUNT: With respect to
any Distribution Date, the Noteholders' Percentage of the Principal Distribution
Amount. With respect to the Distribution Date on which the outstanding
principal balance of the Class A-1 Notes is reduced to zero, the "Noteholders'
Monthly

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Principal Distributable Amount" shall equal the sum of (i) the outstanding
principal balance of the Class A-1 Notes plus (ii) the Noteholders' Percentage
(after giving effect to the retirement of the Class A-1 Notes) of the Principal
Distribution Amount less the outstanding principal balance of the Class A-1
Notes immediately prior to such Distribution Date.

NOTEHOLDERS' PERCENTAGE: (i) with respect to any Determination Date
relating to a Distribution Date prior to the Distribution Date on which the
principal balance of the Class A-1 Notes is reduced to zero, 100%, (ii) with
respect to the Determination Date relating to the Distribution Date on which the
principal balance of the Class A-1 Notes is reduced to zero, 100% with respect
to that portion of the Principal Distribution Amount equal to the unpaid
principal balance of the Class A-1 Notes, and with respect to the remaining
portion of the Principal Distribution Amount, a percentage, expressed as a
fraction, the numerator of which is the aggregate initial principal balance of
the Class A-2, Class A-3, Class A-4 and Class A-5 Notes and the denominator of
which is the Aggregate Principal Balance (plus any remaining Pre-Funded Amount)
as of the related Accounting Date for the preceding Distribution Date, minus
that portion of the Principal Distribution Amount applied to retire the Class A-
1 Notes, (iii) with respect to any Determination Date relating to a Distribution
Date thereafter to and including the Distribution Date (if any) on which the
aggregate principal balance of the Notes is reduced to zero, a percentage,
expressed as a fraction computed by the Servicer, the numerator of which is the
outstanding principal balance of the Notes on the related Determination Date and
the denominator of which is the Aggregate Principal Balance (plus any remaining
Pre-Funded Amount) as of the related Accounting Date for the preceding
Distribution Date, and (iv) with respect to any Determination Date relating to a
Distribution Date thereafter (if any), zero.

NOTEHOLDERS' PRINCIPAL CARRYOVER SHORTFALL: As of the close of
business on any Distribution Date, the excess of the sum of the Noteholders'
Monthly Principal Distributable Amount and any outstanding Noteholders'
Principal Carryover Shortfall from the immediately preceding Distribution Date
over the amount in respect of principal that is actually deposited in the Note
Distribution Account on such immediately preceding Distribution Date.

NOTEHOLDERS' PRINCIPAL DISTRIBUTABLE AMOUNT: With respect to any
Distribution Date (other than the Final Scheduled Distribution Date with respect
to any class of Notes), the sum of the Noteholders' Monthly Principal
Distributable Amount for such Distribution Date and any Noteholders' Principal
Carryover Shortfall as of the close of the preceding Distribution Date. The
Noteholders' Principal Distributable Amount on the Final Scheduled Distribution
Date for any class of Notes will equal the sum of (i) the Noteholders' Monthly
Principal Distributable Amount for such Distribution Date, (ii) the Noteholders'
Principal Carryover Shortfall as of the close of the preceding Distribution
Date, and (iii) the excess of the outstanding principal balance of such class of
Notes, if any, over the amounts in clauses (i) and (ii). In no event may the
Noteholders' Principal

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Distributable Amount for any Distribution Date exceed the outstanding principal
balance of the Notes immediately prior to such Distribution Date.

NOTES: The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes,
the Class A-4 Notes and the Class A-5 Notes.

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

OFL: Olympic Financial Ltd., a Minnesota corporation.

OGP I: Olympic First GP Inc., a Delaware corporation.

OGP II: Olympic Second GP Inc., a Delaware corporation.

OPINION OF COUNSEL: A written opinion of counsel acceptable in form
and substance and from counsel acceptable to the Owner Trustee and, if such
opinion or a copy thereof is required to be delivered to the Indenture Trustee
or the Security Insurer, to the Indenture Trustee or the Security Insurer, as
applicable.

ORIGINAL POOL BALANCE: As of any date, the sum of the Initial Cutoff
Date Principal Balance plus the aggregate Principal Balance (as of the related
Subsequent Cutoff Date) of all Subsequent Receivables sold to the Trust on any
Subsequent Transfer Date.

OUTSTANDING MONTHLY ADVANCES: With respect to a Receivable and a
Determination Date, the sum of all Monthly Advances made on any Determination
Date prior to such Determination Date relating to that Receivable which have not
been reimbursed pursuant to Section 4.6(i) or Section 4.8.

OWNER TRUSTEE: Mellon Bank (DE), National Association, acting not
individually but solely as trustee, or its successor in interest, and any
successor Owner Trustee appointed as provided in the Trust Agreement.

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.

POLICIES: The Certificate Policy and the Note Policy.

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POLICY CLAIM AMOUNT: The meaning specified in Section 5.3(a).

PRE-FUNDED AMOUNT: As of any date, $216,007,552.95 minus the
aggregate Principal Balance (as of the related Subsequent Cutoff Date) of all
Subsequent Receivables sold to the Trust on or prior to such date.

PRE-FUNDING ACCOUNT: The account designated as the Pre-Funding
Account in, and which is established and maintained pursuant to, Section 4.1(b).

PREFERENCE CLAIM: The meaning specified in Section 5.4(b).

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 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.

PRINCIPAL DISTRIBUTION AMOUNT: With respect to any Distribution Date,
the amount equal to the sum of the following amounts with respect to the related
Monthly Period, in each case computed with respect to each Receivable in
accordance with the method specified in the related retail installment sale
contract or promissory note: (i) that portion of all collections on Receivables
(other than Liquidated Receivables and Purchased Receivables) allocable to
principal, including all full and partial principal prepayments, (ii) the
Principal Balance (as of the related Accounting Date) of all Receivables that
became Liquidated Receivables during the related Monthly Period (other than
Purchased Receivables), (iii) the Principal Balance of all Receivables that
became Purchased Receivables as of the related Accounting Date, and, in the sole
discretion of the Security Insurer, provided no Insurer Default shall have
occurred and be continuing, the Principal Balance as of the related Accounting
Date of all Receivables that were required to be purchased as of the related
Accounting Date but were not so purchased, and (iv) the aggregate amount of Cram
Down Losses that shall have occurred during the related Monthly Period.

PURCHASE AGREEMENTS: (i) The Closing Date Purchase Agreement and
(ii) one or more Assignment Agreements pursuant to the Telluride Purchase
Agreement, pursuant to which, together, OFL transferred the Initial Receivables
to the Seller.

PURCHASE AMOUNT: With respect to a Receivable, the Principal Balance
and all accrued and unpaid interest on the Receivable (without regard to any
Monthly Advances that may have been made with respect to the Receivable) as of
the Accounting Date on which the obligation to purchase such Receivable arises.

PURCHASED RECEIVABLE: As of any Accounting Date, any Receivable
(including any Liquidated Receivable) that became a Warranty Receivable or
Administrative Receivable as of such Accounting Date (or which OFL or the

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Servicer has elected to purchase as of an earlier Accounting Date, as permitted
by Section 2.6 or 3.7), and as to which the Purchase Amount has been deposited
in the Collection Account by the Seller, OFL or the Servicer, as applicable, on
or before the related Deposit Date.

RATING AGENCY: Each of Moody's and Standard & Poor's, so long as such
Persons maintain a rating on the Certificates and the Notes; and if either
Moody's or Standard & Poor's no longer maintains a rating on the Certificates or
the Notes, such other nationally recognized statistical rating organization
selected by the Seller and (so long as an Insurer Default shall not have
occurred and be continuing) acceptable to the Security Insurer.

RATING AGENCY CONDITION: With respect to any action, that each Rating
Agency shall have been given 10 days' prior notice thereof and that each of the
Rating Agencies shall have notified the Seller, the Servicer, the Security
Insurer, the Owner Trustee and the Indenture Trustee in writing that such action
will not result in a reduction or withdrawal of the then current rating of the
Notes or the Certificates.

RECEIVABLE: A retail installment sale contract or promissory note
(and related security agreement) for a new or used automobile or light truck
(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
Certificateholders' Distributable Amounts and Noteholders' Distributable Amounts
hereunder and for the purpose of determining the obligations pursuant to Section
2.6 and 3.7 to purchase Receivables), or (ii) any Purchased Receivable on or
after the Accounting Date immediately preceding the Deposit Date on which
payment of the Purchase Amount is made in connection therewith pursuant to
Section 4.5.

RECEIVABLE FILE: The documents, electronic entries, instruments and
writings listed in Section 2.2 pertaining to a particular Receivable.

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 Trust Agreement, the Indenture, the
Certificates, the Notes, the Purchase Agreements, each Subsequent Purchase
Agreement, each Subsequent Transfer Agreement, the Custodian Agreement, the
Policies, the Spread Account Agreement, the Insurance Agreement, the Lockbox
Agreement, the Depository Agreements, the Stock Pledge Agreement and the
Underwriting Agreement between the Seller and OFL and the underwriter of the
Certificates and the Notes. The Related Documents executed by any party are
referred to herein as "such party's Related Documents," "its Related Documents"
or by a similar expression.

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REPURCHASE EVENTS: The occurrence of a breach of any of OFL's, the
Seller's or the Servicer's representations and warranties in this Agreement or
in the Purchase Agreement or in any Subsequent Purchase Agreement which requires
the repurchase of a Receivable by OFL or the Seller pursuant to Section 2.6 or
by the Servicer pursuant to Section 3.7.

REQUIRED DEPOSIT RATING: A rating on short-term unsecured debt
obligations of "P-1" by Moody's and at least "A-1+" by Standard & Poor's (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 Security Insurer)
so as to not affect the rating on the Certificates or the Notes.

REQUISITE RESERVE AMOUNT: As of the Closing Date, $1,542,331.46 and
as of any Distribution Date or Subsequent Transfer Date thereafter during the
Funding Period an amount equal to the difference between

(a) the product of (x) the weighted average of the Class A-1
Interest Rate, the Class A-2 Interest Rate, the Class A-3 Interest Rate,
the Class A-4 Interest Rate, the Class A-5 Interest Rate, and the Pass-
Through Rate (based on the outstanding principal balance of the Class A-1
Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the
Class A-5 Notes and the Certificate Balance on such date), divided by 360,
(y) the Pre-Funded Amount on such date and (z) the number of days until the
Distribution Date in November 1996, and

(b) the product of (x) the Assumed Reinvestment Rate, divided by
360, (y) the Pre-Funded Amount on such date and (z) the number of days
until the Distribution Date in November 1996.

The Requisite Reserve Amount for any Subsequent Transfer Date (i) shall be
calculated after taking into account the transfer of Subsequent Receivables to
the Trust on such Subsequent Transfer Date (unless such Subsequent Transfer Date
does not coincide with a Distribution Date and does not occur between a
Distribution Date and the related Determination Date) and (ii) (A) if such
Subsequent Transfer Date does not coincide with a Distribution Date but occurs
between a Distribution Date and the related Determination Date, shall be
calculated as of the Distribution Date immediately following such Subsequent
Transfer Date as if such Subsequent Transfer Date occurred on such Distribution
Date, (B) if such Subsequent Transfer Date coincides with a Distribution Date,
shall be calculated as of such Distribution Date or (C) if such Subsequent
Transfer Date does not coincide with a Distribution Date and does not occur
between a Distribution Date and the related Determination Date, shall be
calculated as of the immediately preceding Distribution Date (or as of the
Closing Date, if such Subsequent Transfer Date occurs before the Determination
Date in October 1996) as if such Subsequent Transfer Date occurred on such
immediately preceding Distribution Date (or the Closing Date).

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RESERVE ACCOUNT: The account designated as the Reserve Account in,
and which is established and maintained pursuant to, Section 4.1(d), including
the Class A-1 Holdback Subaccount.

RESERVE AMOUNT: As of any date of determination, the amount on
deposit in the Reserve Account (other than the amount on deposit in the Class A-
1 Holdback Subaccount) on such date.

RESPONSIBLE OFFICER: When used with respect to the Owner Trustee, any
officer of the Owner Trustee assigned by the Owner Trustee to administer its
corporate trust affairs relating to the Trust. When used with respect to any
other Person that is not an individual, the President, any Vice-President or
Assistant Vice-President or the Controller of such Person, or any other officer
or employee having similar functions.

SCHEDULE OF INITIAL RECEIVABLES: The schedule of all retail
installment sales contracts and promissory notes sold and transferred to the
Trust pursuant to this Agreement which is attached hereto as Schedule A.

SCHEDULE OF RECEIVABLES: The Schedule of Initial Receivables attached
hereto as Schedule A as supplemented by each Schedule of Subsequent Receivables
attached as Schedule A to each Subsequent Transfer Agreement.

SCHEDULE OF REPRESENTATIONS: The Schedule of Representations and
Warranties attached hereto as Schedule B.

SCHEDULE OF SUBSEQUENT RECEIVABLES: The schedule of all retail
installment sales contracts and promissory notes sold and transferred to the
Trust pursuant to a Subsequent Transfer Agreement which is attached as Schedule
A to such Subsequent Transfer Agreement, which Schedule of Subsequent
Receivables shall supplement the Schedule of Initial Receivables.

SCHEDULED PAYMENT: With respect to any Monthly Period for any
Receivable, the amount set forth in such Receivable as required to be paid by
the Obligor in such Monthly Period. If after the Closing Date, the Obligor's
obligation under a Receivable with respect to a Monthly 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 3.2(b),
the Scheduled Payment with respect to such Monthly Period shall refer to the
Obligor's payment obligation with respect to such Monthly Period as so modified.

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SECURITY INSURER: Financial Security Assurance Inc., a monoline
insurance company incorporated under the laws of the State of New York, or any
successor thereto, as issuer of the Policies.

SELLER: Olympic Receivables Finance Corp., a Delaware corporation, or
its successor in interest pursuant to Section 6.2.

SERVICER: Olympic Financial Ltd., its successor in interest pursuant
to Section 8.2 or, after any termination of the Servicer upon a Servicer
Termination Event, the Backup Servicer or any other successor Servicer.

SERVICER EXTENSION NOTICE: The notice delivered pursuant to
Section 3.14.

SERVICER TERMINATION EVENT: An event described in Section 8.1.

SERVICER'S CERTIFICATE: With respect to each Determination Date, a
certificate, completed by and executed on behalf of the Servicer, in accordance
with Section 3.9, substantially in the form attached hereto as Exhibit E.

SPREAD ACCOUNT: The Spread Account established and maintained
pursuant to the Spread Account Agreement.

SPREAD ACCOUNT ADDITIONAL DEPOSIT: With respect to any transfer of
Subsequent Receivables to the Trust pursuant to Section 2.4, the amount required
to be deposited in the Spread Account pursuant to the terms of the Spread
Account Agreement.

SPREAD ACCOUNT AGREEMENT: The Spread Account Agreement, dated as of
March 25, 1993, as amended and restated as of September 12, 1996 among the
Seller, OFL, the Security Insurer, the Collateral Agent and the trustees
specified therein, as the same may be amended, supplemented or otherwise
modified in accordance with the terms thereof.

STANDARD & POOR'S: Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies, Inc., or any successor thereto.

STOCK PLEDGE AGREEMENT: The Stock Pledge Agreement, dated as of March
25, 1993, as amended and restated as of August 26, 1994, among the Security
Insurer, OFL and the Collateral Agent, as the same may be amended from time to
time.

SUBCOLLECTION ACCOUNT: The account designated as the Subcollection
Account in, and which is established and maintained pursuant to Section 4.2(a).

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SUBSEQUENT CUTOFF DATE: With respect to any Subsequent Receivables,
the date specified in the related Subsequent Transfer Agreement, which may in no
event be later than the Subsequent Transfer Date.

SUBSEQUENT PURCHASE AGREEMENT: With respect to any Subsequent
Receivables, either (i) the agreement between OFL and the Seller pursuant to
which OFL transferred the Subsequent Receivables to the Seller, the form of
which is attached to the Purchase Agreement as Exhibit A, or (ii) one or more
Assignment Agreements pursuant to the Telluride Purchase Agreement, pursuant to
which OFL transferred the Subsequent Receivables to the Seller.

SUBSEQUENT RECEIVABLES: All Receivables sold and transferred to the
Trust pursuant to Section 2.4.

SUBSEQUENT TRANSFER AGREEMENT: With respect to any Subsequent
Receivables, the related agreement described in Section 2.4.

SUBSEQUENT TRANSFER DATE: Any date during the Funding Period on which
Subsequent Receivables are transferred to the Trust pursuant to Section 2.4.

SUPPLEMENTAL SERVICING FEE: With respect to any Monthly Period, all
administrative fees, expenses and charges paid by or on behalf of Obligors,
including late fees, collected on the Receivables during such Monthly Period.

TELLURIDE PURCHASE AGREEMENT: The Receivables Purchase Agreement and
Assignment, dated as of August 1, 1994, between OFL and the Seller.

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

TRUST: Olympic Automobile Receivables Trust, 1996-C.

TRUST ACCOUNTS: The meaning specified in 4.1(e).

TRUST AGREEMENT: The Trust Agreement dated as of September 1, 1996,
between the Seller, Olympic First GP Inc., Olympic Second GP Inc., the Security
Insurer and the Owner Trustee, as the same may be amended and supplemented from
time to time.

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

WARRANTY RECEIVABLE: With respect to any Monthly Period, a Receivable
which OFL has become obligated to repurchase pursuant to Section 2.6.

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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 gender; 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."

SECTION 1.3. CALCULATIONS. All calculations of the amount of
interest accrued on the Certificates and the Notes 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 an Accounting 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. 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 Seller, OFL, the Servicer, the Indenture Trustee, the
Backup Servicer or the Owner Trustee or of any predecessor or successor of the
Seller, OFL, the Servicer, the Indenture Trustee, the Backup Servicer or the
Owner Trustee.

SECTION 1.6. 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, the Noteholders or the Certificateholders (or any similar
or analogous determination), such determination shall be made without taking
into account the insurance provided by the Policies.

ARTICLE II

CONVEYANCE OF RECEIVABLES

SECTION 2.1. CONVEYANCE OF INITIAL RECEIVABLES. Subject to the terms
and conditions of this Agreement, the Seller, pursuant to the mutually agreed
upon terms contained herein, hereby sells, transfers, assigns, and otherwise
conveys to the Trust, without recourse (but without limitation of its
obligations in this Agreement), all of the right, title and interest of the
Seller in and to the Initial Receivables, all monies at any time paid or payable
thereon or in respect thereof after the Initial Cutoff Date (including amounts
due on or before the Initial Cutoff

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Date but received by OFL or the Seller after the Initial Cutoff Date), an
assignment of security interests of OFL in the related Financed Vehicles, the
Insurance Policies and any proceeds from any Insurance Policies relating to the
Initial Receivables, the Obligors or the related Financed Vehicles, including
rebates of premiums, all Collateral Insurance and any Force-Placed Insurance
relating to the Initial Receivables, an assignment of the rights of OFL or the
Seller against Dealers with respect to the Initial Receivables under the Dealer
Agreements and the Dealer Assignments, all items contained in the related
Receivable Files, any and all other documents that OFL keeps on file in
accordance with its customary procedures relating to the Initial Receivables,
the Obligors or the related Financed Vehicles, an assignment of the rights of
the Seller under the Purchase Agreements, property (including the right to
receive future Liquidation Proceeds) that secures an Initial Receivable and that
has been acquired by or on behalf of the Trust pursuant to liquidation of such
Receivable, all funds on deposit from time to time in the Trust Accounts and all
investments therein and proceeds thereof, and all proceeds of the foregoing. It
is the intention of the Seller that the transfer and assignment contemplated by
this Agreement and each Subsequent Transfer Agreement shall constitute a sale of
the Receivables and other Trust Property from the Seller to the Trust and the
beneficial interest in and title to the Receivables and the other Trust Property
shall not be part of the Seller's estate in the event of the filing of a
bankruptcy petition by or against the Seller under any bankruptcy law. In the
event that, notwithstanding the intent of the Seller, the transfer and
assignment contemplated hereby and each Subsequent Transfer Agreement is held
not to be a sale, this Agreement and each Subsequent Transfer Agreement shall
constitute a grant of a security interest to the Trust in the property referred
to in this Section 2.1 or transferred to the Trust pursuant to the related
Subsequent Transfer Agreement.

SECTION 2.2. CUSTODY OF RECEIVABLE FILES.

(a) In connection with the sale, transfer and assignment of the
Receivables and the other Trust Property to the Trust pursuant to this Agreement
and each Subsequent Transfer Agreement, and simultaneously with the execution
and delivery of this Agreement, the Trust shall enter into the Custodian
Agreement with the Custodian, dated as of the Closing Date, pursuant to which
the Owner Trustee, on behalf of the Trust, shall revocably appoint the
Custodian, and the Custodian shall accept such appointment, to act as the agent
of the Trust as Custodian of the following documents or instruments in its
possession which shall be delivered to the Custodian as agent of the Trust on or
before the Closing Date (with respect to each Initial Receivable) or the
applicable Subsequent Transfer Date (with respect to each Subsequent
Receivable):

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

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(ii) Documents evidencing or related to any Insurance Policy,
or copies thereof;

(iii) The original credit application, or a copy thereof, of
each Obligor, fully executed by each such Obligor on OFL's customary form,
or on a form approved by OFL, for such application; and

(iv) The original certificate of title (when received) and
otherwise such documents, if any, that OFL 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 OFL as first lienholder or
secured party (including any Lien Certificate received by OFL), or, if such
original certificate of title has not yet been received, a copy of the
application therefor, showing OFL as secured party.

In connection with the grant of the security interest in the Trust
Estate to the Issuer Secured Parties pursuant to the Indenture, the Trust agrees
that from and after the Closing Date through the date of release of such
security interest pursuant to the terms of the Indenture, the Custodian shall
not be acting as agent of the Trust, but rather shall be acting as agent of the
Issuer Secured Parties.

The Indenture Trustee may act as the Custodian, in which case the
Indenture Trustee shall be deemed to have assumed the obligations of the
Custodian specified in the Custodian Agreement.

(b) Upon payment in full on any Receivable, the Servicer will notify
the Custodian by certification of an officer of the Servicer (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
Custodian shall, upon written request of an officer of the Servicer and delivery
to the Custodian of a receipt signed by such officer, cause the original
Receivable and the related Receivable File to be released to the Servicer. 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 Custodian when its need by the Servicer has ceased unless the Receivable
shall be repurchased as described in Section 2.6 or 3.7.

SECTION 2.3. CONDITIONS TO ACCEPTANCE BY OWNER TRUSTEE. As
conditions to Owner Trustee's execution and delivery of the Notes on behalf of
the Trust and execution, authentication and delivery of the Certificates on
behalf of the Trust on the Closing Date, the Owner Trustee shall have received
the following on or before the Closing Date:

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

(b) The acknowledgement of the Custodian that it holds the
Receivable File relating to each Initial Receivable;

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

(d) Copies of resolutions of the Board of Directors of OFL
approving the execution, delivery and performance of this Agreement, the
Related Documents and the transactions contemplated hereby and thereby,
certified by a Secretary or an Assistant Secretary of OFL;

(e) 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 (other than those
actions to be taken with respect to Subsequent Receivables pursuant to
Section 2.4) to give the Owner Trustee a first priority perfected lien on,
or ownership interest in, the Receivables and the other Trust Property have
been made, taken or performed; and

(f) An executed copy of the Certificate Policy and Spread
Account Agreement and evidence of the deposit of $1,542,331.46 in the
Reserve Account.

SECTION 2.4. CONVEYANCE OF SUBSEQUENT RECEIVABLES.

(a) Subject to the conditions set forth in paragraph (b) below, the
Seller, pursuant to the mutually agreed upon terms contained herein and pursuant
to one or more Subsequent Transfer Agreements, shall sell, transfer, assign, and
otherwise convey to the Trust, without recourse (but without limitation of its
obligations in this Agreement), all of the right, title and interest of the
Seller in and to the Subsequent Receivables, all monies at any time paid or
payable thereon or in respect thereof after the related Subsequent Cutoff Date
(including amounts due on or before the related Subsequent Cutoff Date but
received by OFL or the Seller after the related Subsequent Cutoff Date), an
assignment of security interests of OFL in the related Financed Vehicles, the
Insurance Policies and any proceeds from any Insurance Policies relating to the
Subsequent Receivables, the Obligors or the related Financed Vehicles, including
rebates of premiums, all Collateral Insurance and any Force-Placed Insurance
relating to the Subsequent Receivables, rights of OFL or the Seller against
Dealers with respect to the Subsequent Receivables under the Dealer Agreements
and the Dealer Assignments, all items contained in the Receivable Files relating
to the Subsequent Receivables, any and all other documents that OFL keeps

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on file in accordance with its customary procedures relating to the Subsequent
Receivables, the Obligors or the related Financed Vehicles, the rights of the
Seller under the related Subsequent Purchase Agreement, property (including the
right to receive future Liquidation Proceeds) that secures a Subsequent
Receivable and that has been acquired by or on behalf of the Trust pursuant to
liquidation of such Subsequent Receivable, and all proceeds of the foregoing.

(b) The Seller shall transfer to the Trust the Subsequent Receivables
and the other property and rights related thereto described in paragraph (a)
above only upon the satisfaction of each of the following conditions on or prior
to the related Subsequent Transfer Date:

(i) The Seller shall have provided the Owner Trustee, the
Indenture Trustee, the Security Insurer and the Rating Agencies with a
timely Addition Notice and shall have provided any information reasonably
requested by any of the foregoing with respect to the Subsequent
Receivables;

(ii) the Funding Period shall not have terminated;

(iii) the Security Insurer (so long as an Insurer Default shall
not have occurred and be continuing) shall in its sole and absolute
discretion have given its prior written approval of the transfer of such
Subsequent Receivables to the Trust;

(iv) the Seller shall have delivered to the Owner Trustee and
the Indenture Trustee a duly executed written assignment (including an
acceptance by the Indenture Trustee and the Owner Trustee) in substantially
the form of Exhibit G (the "Subsequent Transfer Agreement"), which shall
include a Schedule of Subsequent Receivables listing the Subsequent
Receivables and shall specify the Spread Account Additional Deposit, if
any, the Requisite Reserve Amount, and the Class A-1 Holdback Amount, if
any, as of or for such Subsequent Transfer Date;

(v) the Seller shall have delivered to the Custodian the
Receivable Files relating to the Subsequent Receivables, and the Custodian
shall have delivered to the Seller, the Owner Trustee, the Security Insurer
and the Indenture Collateral Agent an acknowledgement of receipt of such
Receivable Files;

(vi) the Seller shall, to the extent required by Section 4.1,
have deposited in the Collection Account collections in respect of the
Subsequent Receivables;

(vii) as of each Subsequent Transfer Date, neither OFL nor the
Seller shall be insolvent nor shall either of them have been made insolvent
by such transfer nor shall either of them be aware of any pending
insolvency;

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(viii) the applicable Spread Account Additional Deposit for such
Subsequent Transfer Date shall have been made pursuant to the Spread
Account Agreement.

(ix) the Reserve Amount on such Subsequent Transfer Date, after
taking into account any transfers of funds from the Reserve Account to the
General Partners in respect of the sale of the Subsequent Receivables to
the Trust, shall be no less than the Requisite Reserve Amount for such
Subsequent Transfer Date;

(x) each Rating Agency shall have notified the Seller, the
Owner Trustee, the Indenture Trustee and the Security Insurer in writing
that following such transfer the Notes and the Certificates will be rated
in the highest short-term or long-term rating category, as applicable, by
such Rating Agency;

(xi) such addition will not result in a material adverse tax
consequence to the Trust, the Noteholders or the Certificateholders as
evidenced by an Opinion of Counsel to be delivered by the Seller;

(xii) the Seller shall have delivered to the Owner Trustee and
the Indenture Trustee an Officer's Certificate confirming the satisfaction
of each condition precedent specified in this paragraph (b);

(xiii) the Seller shall have delivered to the Rating Agencies and
to the Security Insurer one or more Opinions of Counsel with respect to the
transfer of the Subsequent Receivables substantially in the form of the
Opinions of Counsel delivered to such Persons on the Closing Date;

(xiv) (A) the Receivables in the Trust, including the Subsequent
Receivables to be conveyed to the Trust on the Subsequent Transfer Date,
shall meet the following criteria (based on the characteristics of the
Initial Receivables on the Initial Cutoff Date and the Subsequent
Receivables on each related Subsequent Cutoff Date): (1) the weighted
average APR of such Receivables will not be less than 13.27%, (2) the
weighted average remaining term of such Receivables will not be greater
than 67 months nor less than 63 months, (3) not more than 80% of the
Aggregate Principal Balances of such Receivables will represent loans
secured by used Financed Vehicles, (4) not more than 40% of the Aggregate
Principal Balance of such Receivables will represent Receivables originated
under OFL's "Classic" program, (5) not more than 2% of the Aggregate
Principal Balance of such Receivables will have an APR in excess of 21%,
(6) not more than 0.25% of the Aggregate Principal Balance of such
Receivables will represent loans in excess of $50,000.00, (7) not more than
3.0% of the Aggregate Principal Balance of such Receivables will represent
loans with original terms greater than 72 months and (8) not more

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than 4.0% of the Aggregate Principal Balance of such Receivables will
represent loans secured by Financed Vehicles that previously secured a loan
originated by OFL with an obligor other than the current Obligor, and (B)
the Trust, the Owner Trustee, the Indenture Trustee and the Security
Insurer shall have received written confirmation from a firm of certified
independent public accountants as to the satisfaction of such criteria;

(xv) the Seller shall have taken any action necessary or, if
requested by the Security Insurer, advisable to maintain the first
perfected ownership interest of the Trust in the Trust Property and the
first perfected security interest of the Indenture Collateral Agent in the
Indenture Collateral; and

(xvi) no selection procedures adverse to the interests of the
Certificateholders or the Noteholders shall have been utilized in selecting
the Subsequent Receivables.

(c) On such Subsequent Transfer Date, if all the conditions specified
in paragraph (b) above have been satisfied, the Trust shall accept the transfer
of such Subsequent Receivables and shall pay to the Seller from the Pre-Funding
Account an amount equal to (i) the Principal Balance as of the related
Subsequent Cutoff Date of the Subsequent Receivables transferred to the Trust as
of such date, minus (ii) the Spread Account Additional Deposit, if any, for such
Subsequent Transfer Date, minus (iii) the amount, if any, by which the Requisite
Reserve Amount for such Subsequent Transfer Date exceeds the Reserve Amount as
of such Subsequent Transfer Date, and minus (iv) the Class A-1 Holdback Amount,
if any, for such Subsequent Transfer Date.

(d) The Seller covenants to transfer to the Trust pursuant to
paragraph (a) above Subsequent Receivables with an aggregate Principal Balance
equal to $216,007,552.95; PROVIDED, HOWEVER, that the sole remedy of the Trust,
the Owner Trustee, the Indenture Trustee, the Noteholders or the
Certificateholders with respect to a failure of such covenant shall be to
enforce the provisions of Sections 2.3(c) and 6.2 of the Closing Date Purchase
Agreement, Section 2.4(c) hereof (with respect to Class A-1 Holdback Amounts)
and Section 4.7(c) hereof, Section 10.01(b) of the Indenture and Section 5.2 of
the Trust Agreement with respect to payment of the Certificate Prepayment
Premium, Class A-1 Prepayment Premium, Class A-2 Prepayment Premium, Class A-3
Prepayment Premium, Class A-4 Prepayment Premium and Class A-5 Prepayment
Premium.

SECTION 2.5. REPRESENTATIONS AND WARRANTIES OF SELLER. By its
execution of this Agreement and each Subsequent Transfer Agreement, the Seller
makes the following representations and warranties on which the Trust relies in
accepting the Receivables and the other Trust Property in trust and on which the
Owner Trustee relies in issuing on behalf of the Trust, the Certificates and
Notes and upon which the Security Insurer relies in issuing the Policies.
Unless otherwise

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specified, such representations and warranties speak as of the Closing Date or
Subsequent Transfer Date, as appropriate, but shall survive the sale, transfer,
and assignment of the Receivables to the Trust.

(a) SCHEDULE OF REPRESENTATIONS. The representations and
warranties set forth on the Schedule of Representations are true and
correct.

(b) ORGANIZATION AND GOOD STANDING. The Seller 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.

(c) DUE QUALIFICATION. The Seller 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.

(d) POWER AND AUTHORITY. The Seller 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; the Seller has
full power and authority to sell and assign the Trust Property to be sold
and assigned to and deposited with the Trust by it and has duly authorized
such sale and assignment to the Trust by all necessary corporate action;
and the execution, delivery and performance of this Agreement and the
Seller's Related Documents have been duly authorized by the Seller by all
necessary corporate action.

(e) VALID SALE; BINDING OBLIGATIONS. This Agreement and the
related Subsequent Transfer Agreement, if any, effects a valid sale,
transfer and assignment of the Receivables and the other Trust Property,
enforceable against the Seller and creditors of and purchasers from the
Seller; and this Agreement and the related Subsequent Transfer Agreement,
if any, and the Seller's Related Documents, when duly executed and
delivered, shall constitute legal, valid and binding obligations of the
Seller 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.

(f) NO VIOLATION. The consummation of the transactions
contemplated by this Agreement and the related Subsequent Transfer

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Agreement, if any, and the Related Documents and the fulfillment of the terms of
this Agreement and the related Subsequent Transfer Agreement, if any, and the
Related Documents shall not conflict with, result in any breach of any of the
terms and provisions of or constitute (with or without notice, lapse of time or
both) a default under the certificate of incorporation or by-laws of the Seller,
or any indenture, agreement, mortgage, deed of trust or other instrument to
which the Seller 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 Seller of any court or of any federal or state regulatory
body, administrative agency or other governmental instrumentality having
jurisdiction over the Seller or any of its properties. Notwithstanding the
foregoing, it is understood that no representation or warranty is expressed
herein with respect to the legality of the use of word "Olympic" by the Seller
or its Affiliates.

(g) NO PROCEEDINGS. There are no proceedings or
investigations pending or, to the Seller's knowledge, threatened against
the Seller or OFL, before any court, regulatory body, administrative agency
or other tribunal or governmental instrumentality having jurisdiction over
the Seller 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 Notes 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 Seller of its obligations under, or the validity or
enforceability of, this Agreement or any of the Related Documents, or
(D) seeking to adversely affect the federal income tax or other federal,
state or local tax attributes of the Certificates or the Notes.

(h) CHIEF EXECUTIVE OFFICE. The chief executive office of the
Seller is at 7825 Washington Avenue South, Suite 410, Minneapolis, MN
55439-2435.

(i) REGISTRATION STATEMENT. No stop order suspending the
effectiveness of the Registration Statement relating to the Certificates
and Notes has been issued, and no proceeding for that purpose has been
instituted or is threatened, by the Securities and Exchange Commission.

(j) FILINGS. Since the effective date of the Registration
Statement relating to the Certificates and Notes, there has occurred no
event required to be set forth in an amendment or supplement to the
Registration Statement or Prospectus that has not been so set forth, and
there has been no document required to be filed under the Securities
Exchange Act of 1934, as amended, and the rules and regulations of the
Securities and Exchange

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Commission thereunder that upon such filing would be deemed to be
incorporated by reference in the Prospectus that has not been so filed.

SECTION 2.6. REPURCHASE OF RECEIVABLES UPON BREACH OF WARRANTY.
Concurrently with the execution and delivery of this Agreement or the applicable
Subsequent Transfer Agreement, as appropriate, OFL and the Seller have entered
into the Purchase Agreements or Subsequent Purchase Agreement, as applicable,
the rights of the Seller under which have been assigned by the Seller to the
Trust. Under the Purchase Agreements and each Subsequent Purchase Agreement, if
applicable, OFL has made the same representations and warranties to the Seller
with respect to the Receivables as those made by Seller pursuant to the Schedule
of Representations, upon which the Owner Trustee has relied in accepting the
Trust Property in trust and executing the Certificates and Notes and upon which
the Security Insurer has relied in issuing the Policies and upon which the
Indenture Trustee has relied in authenticating the Notes. Upon discovery by any
of OFL, the Seller, the Servicer, the Security Insurer, the Indenture Trustee or
the Owner Trustee of a breach of any of the representations and warranties
contained in Section 2.5 that materially and adversely affects the interests of
the Noteholders, the Certificateholders, the Security Insurer or the Trust in
any Receivable (including any Liquidated Receivable), the party discovering such
breach shall give prompt written notice to the others; PROVIDED, HOWEVER, that
the failure to give any such notice shall not affect any obligation of OFL or
the Seller. As of the second Accounting Date (or, at OFL's election, the first
Accounting Date) following its discovery or its receipt of notice of any breach
of the representations and warranties set forth on the Schedule of
Representations that materially and adversely affects the interests of the
Noteholders, the Certificateholders, the Security Insurer or the Trust in any
Receivable (including any Liquidated Receivable), OFL shall, unless such breach
shall have been cured in all material respects, purchase such Receivable from
the Trust and, on or before the related Deposit Date, OFL shall pay the Purchase
Amount to the Owner Trustee pursuant to Section 4.5. The obligations of the
Seller with respect to any such breach of representations and warranties shall
be limited to taking any and all actions necessary to enable the Owner Trustee
to enforce directly the obligations of OFL under the Purchase Agreement or
Subsequent Purchase Agreement, as applicable. It is understood and agreed that,
except as set forth in this Section 2.6, the obligation of OFL to repurchase any
Receivable as to which a breach has occurred and is continuing shall, if such
obligation is fulfilled, constitute the sole remedy against OFL or the Seller
for such breach available to the Security Insurer, the Indenture Trustee on
behalf of the Noteholders or the Owner Trustee on behalf of Certificateholders.

In addition to the foregoing and notwithstanding whether the related
Receivable shall have been purchased by the Seller or OFL, OFL shall indemnify
the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Collateral
Agent, the Security Insurer, the Trust, the Noteholders 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

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as a result of third party claims arising out of the events or facts giving rise
to such breach.

SECTION 2.7. NONPETITION COVENANT. None of the Seller, the Servicer,
the Owner Trustee (in its individual capacity or on behalf of the Trust), the
Backup Servicer nor OFL shall petition or otherwise invoke the process of any
court or government authority for the purpose of commencing or sustaining a case
against the Trust or either General Partner 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
Trust or any substantial part of its property, or ordering the winding up or
liquidation of the affairs of the Trust.

SECTION 2.8. COLLECTING LIEN CERTIFICATES NOT DELIVERED ON THE
CLOSING DATE OR SUBSEQUENT TRANSFER DATE. In the case of any Receivable in
respect of which written evidence from the Dealer selling the related Financed
Vehicle that the Lien Certificate for such Financed Vehicle showing OFL as first
lienholder has been applied for from the Registrar of Titles was delivered to
the Custodian on the Closing Date or Subsequent Transfer Date, as appropriate,
in lieu of a Lien Certificate, 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 OFL as first lienholder is not
received by the Custodian within 180 days after the Closing Date or Subsequent
Transfer Date, as appropriate, then the representation and warranty in Paragraph
18 of the Schedule of Representations in respect of such Receivable shall be
deemed to have been incorrect in a manner that materially and adversely affects
the Certificateholders, the Noteholders, the Security Insurer and the Trust.

SECTION 2.9. TRUST'S ASSIGNMENT OF ADMINISTRATIVE RECEIVABLES AND
WARRANTY RECEIVABLES. With respect to all Administrative Receivables and all
Warranty Receivables purchased by the Servicer, the Seller or OFL, the Owner
Trustee shall take any and all actions reasonably requested by the Seller, OFL
or Servicer, at the expense of the requesting party, to assign, without
recourse, representation or warranty, to the Seller, OFL or the Servicer, as
applicable, all the Trust's right, title and interest in and 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, OFL or the Servicer, as applicable, shall
thereupon own such Receivable, and all such security and documents, free of any
further obligation to the Owner Trustee, the Trust, the Indenture Trustee, the
Security Insurer, the Indenture Collateral Agent, the Certificateholders or the
Noteholders with respect thereto.

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ARTICLE III

ADMINISTRATION AND SERVICING OF RECEIVABLES

SECTION 3.1. DUTIES OF THE SERVICER. 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
agrees that its servicing of the Receivables shall be carried out in accordance
with customary and usual procedures of institutions which service motor vehicle
retail installment sales contracts and, to the extent more exacting, the degree
of skill and attention that the Servicer exercises from time to time with
respect to all comparable motor vehicle receivables that it services for itself
or others. In performing such duties, so long as OFL is the Servicer, it shall
comply with the policies and procedures attached hereto as Schedule B. The
Servicer's duties shall include, without limitation, collection and posting of
all payments, responding to inquiries of Obligors on the Receivables,
investigating delinquencies, sending payment coupons to Obligors, reporting any
required tax information to Obligors, policing the collateral, complying with
the terms of the Lockbox Agreement, accounting for collections and furnishing
monthly and annual statements to the Owner Trustee, the Indenture Trustee and
the Security 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 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 Owner Trustee to execute and deliver, on
behalf of the Certificateholders and the Trust 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
Trust (provided the Servicer has obtained the Owner Trustee's consent, which
consent shall not be unreasonably

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withheld), a legal proceeding to enforce a Receivable pursuant to Section 3.3 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 Trust 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 Owner 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 Owner Trustee shall furnish the Servicer with any powers
of attorney and other documents which the Servicer may reasonably request 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 3.2. COLLECTION OF RECEIVABLE PAYMENTS; MODIFICATIONS OF
RECEIVABLES; LOCKBOX AGREEMENTS.

(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 the Monthly Period in which such due date occurs or (ii) re-amortize the
scheduled payments on the Receivable following a partial prepayment of
principal.

(c) The Servicer may grant payment extensions on, or other
modifications or amendments to, a Receivable (in addition to those modifications
permitted by Section 3.2(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:

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

(ii) In no event may a Receivable be extended beyond the
Monthly 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 3.2(b)) without the consent of the Security Insurer;

(iv) So long as an Insurer Default shall not have occurred and
be continuing, the aggregate Principal Balance of Receivables which have
been extended during any Calendar Quarter (computed as of the Accounting
Date immediately prior to the first day of such Calendar Quarter) shall not
exceed 1.5% of the Aggregate Principal Balance as of the Accounting Date
immediately prior to the first day of such Calendar Quarter;

(v) No such extension, modification or amendment shall be
granted if such action, when aggregated with all previous extensions,
modifications and amendments of Receivables, would have the effect of
causing any Notes to be deemed to have been exchanged for other Notes
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) If an Insurer Default shall have occurred and be
continuing, the Servicer may not extend or modify any Receivable (other
than as permitted by Section 3.2(b)).

(d) The Servicer shall use its best efforts to cause Obligors to make
all payments on the Receivables, whether by check or by direct debit of the
Obligor's bank account, to be made directly to one or more Lockbox Banks, acting
as agent for the Trust pursuant to a Lockbox Agreement. Amounts received by a
Lockbox Bank in respect of the Receivables may initially be deposited into a
demand deposit account maintained by the Lockbox Bank as agent for the Trust and
for other owners of automobile receivables serviced by the Servicer. The
Servicer shall use its best efforts to cause any Lockbox Bank to deposit all
payments on the Receivables in the Lockbox Account no later than the Business
Day after receipt, and to cause all amounts credited to the Lockbox Account on
account of such payments to be transferred to the Collection Account no later
than the second Business Day after receipt of such payments. The Lockbox
Account shall be a demand deposit account held by the Lockbox Bank, or at the
request of the Security Insurer (unless an Insurer Default shall have occurred
and be continuing) an Eligible Account satisfying clause (i) of the definition
thereof.

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<PAGE>

Prior to the Closing Date and each Subsequent Transfer Date, as
applicable, the Servicer shall have notified each Obligor that makes its
payments on the Receivables by check to make such payments thereafter directly
to the Lockbox Bank (except in the case of Obligors that have already been
making such payments to the Lockbox Bank), and shall have provided each such
Obligor with a supply of mailing address labels in order to enable such Obligors
to make such payments directly to the Lockbox Bank for deposit into the Lockbox
Account, and the Servicer will continue, not less often than every three months,
to so notify those Obligors who have failed to make payments to the Lockbox
Bank. If and to the extent requested by the Security Insurer (unless an Insurer
Default shall have occurred and be continuing), the Servicer shall request each
Obligor that makes payment on the Receivables by direct debit of such Obligor's
bank account, to execute a new authorization for automatic payment which in the
judgment of the Security Insurer is sufficient to authorize direct debit by the
Lockbox Bank on behalf of the Trust. If at any time the Lockbox Bank is unable
to directly debit an Obligor's bank account that makes payment on the
Receivables by direct debit and if such inability is not cured within 15 days or
cannot be cured by execution by the Obligor of a new authorization for automatic
payment, the Servicer shall notify such Obligor that it cannot make payment by
direct debit and must thereafter make payment by check.

Notwithstanding any Lockbox Agreement, or any of the provisions of
this Agreement relating to the Lockbox Agreement, the Servicer shall remain
obligated and liable to the Owner Trustee, Indenture Trustee, Certificateholders
and Noteholders for servicing and administering the Receivables and the other
Trust Property in accordance with the provisions of this Agreement without
diminution of such obligation or liability by virtue thereof.

In the event the Servicer shall for any reason no longer be acting as
such, the successor Servicer shall thereupon assume all of the rights and
obligations of the outgoing Servicer under the Lockbox Agreement. In such
event, the successor Servicer shall be deemed to have assumed all of the
outgoing Servicer's interest therein and to have replaced the outgoing Servicer
as a party to each such Lockbox Agreement to the same extent as if such Lockbox
Agreement had been assigned to the successor Servicer, except that the outgoing
Servicer shall not thereby be relieved of any liability or obligations on the
part of the outgoing Servicer to the Lockbox Bank under such Lockbox Agreement.
The outgoing Servicer shall, upon request of the Owner Trustee but at the
expense of the outgoing Servicer, deliver to the successor Servicer all
documents and records relating to each such Agreement and an accounting of
amounts collected and held by the Lockbox Bank and otherwise use its best
efforts to effect the orderly and efficient transfer of any Lockbox Agreement to
the successor Servicer. In the event that the Security Insurer (so long as an
Insurer Default shall not have occurred and be continuing) or a Certificate
Majority and Note Majority (if an Insurer Default shall have occurred and be
continuing) elects to change the identity of the Lockbox Bank, the outgoing
Servicer, at its expense, shall cause the Lockbox Bank to deliver, at the
direction of the Security Insurer (so long as an Insurer Default shall not have
occurred and be

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continuing) or a Certificate Majority and Note Majority (if an
Insurer Default shall have occurred and be continuing) to the Owner Trustee or a
successor Lockbox Bank, all documents and records relating to the Receivables
and all amounts held (or thereafter received) by the Lockbox Bank (together with
an accounting of such amounts) and shall otherwise use its best efforts to
effect the orderly and efficient transfer of the lockbox arrangements and the
Servicer shall notify the Obligors to make payments to the Lockbox established
by the successor.

(e) The Servicer shall remit all payments by or on behalf of the
Obligors received directly by the Servicer to the Subcollection Account or to
the Lockbox Bank for deposit into the Collection Account without deposit into
any intervening account as soon as practicable, but in no event later than the
Business Day after receipt thereof.

SECTION 3.3. 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
all or any portion of a Scheduled Payment has become 91 days delinquent. The
Servicer is authorized to follow such customary practices and procedures as it
shall deem necessary or advisable, consistent with the standard of care required
by Section 3.1, which practices and procedures may include reasonable efforts to
realize upon any recourse to Dealers, the sale of 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 directly by
the Servicer to the Subcollection Account without deposit into any intervening
account as soon as practicable, but in no event later than the Business Day
after receipt thereof. The Servicer shall be entitled to recover all reasonable
expenses incurred by it in the course of repossessing and liquidating a Financed
Vehicle into cash proceeds, 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 as provided in Section 3.2(e)) to the extent of such
expenses. 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.

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(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 Trust 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 Owner Trustee, at the Servicer's
expense, or the Seller, at the Seller's expense, shall take such steps as the
Servicer deems necessary to enforce the Dealer Agreement or Dealer Assignment,
including bringing suit in its name or the name of the Seller or of the Owner
Trustee for the benefit of the Certificateholders and the Indenture Collateral
Agent for the benefit of the Issuer Secured Parties. All amounts recovered
shall be remitted directly by the Servicer as provided in Section 3.2(e).

SECTION 3.4. INSURANCE.

(a) The Servicer shall require that each Financed Vehicle be insured
by the Insurance Policies referred to in Paragraph 24 of the Schedule of
Representations and Warranties and shall monitor the status of such physical
loss and damage insurance coverage thereafter, in accordance with its customary
servicing procedures. Each Receivable requires the Obligor to maintain such
physical loss and damage insurance, naming OFL and its successors and assigns as
additional insureds, and permits the holder of such Receivable to obtain
physical loss and damage insurance at the expense of the Obligor if the Obligor
fails to maintain such insurance. 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 (1)(A) of such Paragraph 24 (including, without limitation,
during the repossession of such Financed Vehicle) the Servicer shall enforce the
rights of the holder of the Receivable under the Receivable to require the
Obligor to obtain such physical loss and damage insurance.

(b) The Servicer may, if an Obligor fails to obtain or maintain a
physical loss and damage Insurance Policy, obtain insurance with respect to the
related Financed Vehicle and advance on behalf of such Obligor, as required
under the terms of the insurance policy, the premiums for such insurance (such
insurance being referred to herein as "Force-Placed Insurance"). All policies
of Force-Placed Insurance shall be endorsed with clauses providing for loss
payable to the Owner Trustee. Any cost incurred by the Servicer in maintaining
such Force-Placed Insurance shall only be recoverable out of premiums paid by
the Obligors or Liquidation Proceeds with respect to the Receivable, as provided
in Section 3.4(c).

(c) In connection with any Force-Placed Insurance obtained hereunder,
the Servicer may, in the manner and to the extent permitted by

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applicable law, require the Obligors to repay the entire premium to the
Servicer. In no event shall the Servicer include the amount of the premium in
the Amount Financed under the Receivable. For all purposes of this Agreement,
the Insurance Add-On Amount with respect to any Receivable having Force-Placed
Insurance will be treated as a separate obligation of the Obligor and will not
be added to the Principal Balance of such Receivable, and amounts allocable
thereto will not be available for distribution on the Notes or the Certificates.
The Servicer shall retain and separately administer the right to receive
payments from Obligors with respect to Insurance Add-On Amounts or rebates of
Force-Placed Insurance premiums. If an Obligor makes a payment with respect to
a Receivable having Force-Placed Insurance, but the Servicer is unable to
determine whether the payment is allocable to the Receivable or to the Insurance
Add-On Amount, the payment shall be applied first to any unpaid Scheduled
Payments and then to the Insurance Add-On Amount. Liquidation Proceeds on any
Receivable will be used first to pay the Principal Balance and accrued interest
on such Receivable and then to pay the related Insurance Add-On Amount. If an
Obligor under a Receivable with respect to which the Servicer has placed Force-
Placed Insurance fails to make scheduled payments of such Insurance Add-On
Amount as due, and the Servicer has determined that eventual payment of the
Insurance Add-On Amount is unlikely, the Servicer may, but shall not be required
to, purchase such Receivable from the Trust for the Purchase Amount on any
subsequent Deposit Date. Any such Receivable, and any Receivable with respect
to which the Servicer has placed Force-Placed Insurance which has been paid in
full (excluding any Insurance Add-On Amounts) will be assigned to the Servicer.

(d) 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 Owner Trustee, on behalf of the Trust, at the Servicer's expense, or
the Seller, at the Seller's expense, shall take such steps as the Servicer deems
necessary to enforce such Insurance Policy, including bringing suit in its name
or the name of the Owner Trustee for the benefit of the Certificateholders and
the Indenture Collateral Agent for the benefit of the Issuer Secured Parties.

(e) The Servicer shall maintain a vendor's single interest or other
collateral protection insurance policy with respect to all Financed Vehicles,
which policy shall by its terms insure against physical damage in the event any
Obligor fails to maintain physical loss and damage insurance with respect to the
related Financed Vehicle. Costs incurred by the Servicer in maintaining such
insurance shall be paid by the Servicer. The Servicer will cause itself to be
named as named insured and the Owner Trustee to be named a loss payee under all
such policies. The Servicer may,

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with the consent of the Security Insurer, elect not to maintain such insurance
policy but in such event will be obligated to indemnify the Trust against any
losses arising from an Obligor's failure to maintain physical loss and damage
insurance with respect to the related Financed Vehicle.

SECTION 3.5. 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 Owner
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 Owner 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 Servicer hereby agrees that the Servicer's
designation as the secured party on the certificate of title is in its capacity
as agent of the Trust.

(b) Upon the occurrence of an Insurance Agreement Event of Default,
the Security Insurer may (so long as an Insurer Default shall not have occurred
and be continuing) instruct the Owner Trustee and the Servicer to take or cause
to be taken, or, if an Insurer Default shall have occurred, upon the occurrence
of a Servicer Termination Event, the Owner Trustee and the Servicer shall take
or cause to be taken such action as may, in the opinion of counsel to the
Security Insurer (or, if an Insurer Default shall have occurred and be
continuing, counsel to the Owner Trustee), be necessary to perfect or re-perfect
the security interests in the Financed Vehicles securing the Receivables in the
name 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 Security
Insurer or the Owner Trustee (as applicable), be necessary or prudent. OFL
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 Security Insurer may (unless an
Insurer Default shall have occurred and be continuing) instruct the Owner
Trustee and the Servicer to take or cause to be taken such action as may, in the
opinion of counsel to the Security Insurer, be necessary to perfect or re-
perfect the security interest in the Financed Vehicles underlying the
Receivables in the name 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

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counsel to the Security Insurer, be necessary or prudent; PROVIDED, HOWEVER,
that (unless an Insurer Default shall have occurred and be continuing) if the
Security 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 Owner Trustee in connection with such action
shall be reimbursed to the Servicer or the Owner Trustee, as applicable, by the
Security Insurer.

SECTION 3.6. COVENANTS, REPRESENTATIONS, AND WARRANTIES OF SERVICER.
By its execution and delivery of this Agreement, the Servicer makes the
following representations, warranties and covenants on which the Owner Trustee
relies in accepting the Receivables in trust and issuing the Certificates and
the Notes on behalf of the Trust, on which the Indenture Trustee relies in
authenticating the Notes and on which the Security Insurer relies in issuing the
Policies.

(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 as otherwise contemplated herein;

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

(iii) NO AMENDMENTS. The Servicer shall not extend or
otherwise amend the terms of any Receivable, except in accordance with
Section 3.2.

(b) The Servicer represents, warrants and covenants 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 approvals, in all jurisdictions in
which the ownership or lease of property or the conduct of its
business (including

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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 of the transactions
contemplated by this Agreement and the Servicer's Related Documents,
and the fulfillment 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 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. Notwithstanding the foregoing, it is
understood that no representation or warranty is expressed herein with
respect to the legality of the use of the word "Olympic" by the
Servicer;

(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 Notes or the consummation of any of the
transactions contemplated by this

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Agreement or any of the Related Documents, or (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
or (D) seeking to adversely affect the federal income tax or other
federal, state or local tax attributes of the Certificates or the
Notes;

(vii) 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;

(viii) COLLATERAL INSURANCE. The Collateral Insurance is
in full force and effect.

SECTION 3.7. PURCHASE OF RECEIVABLES UPON BREACH OF COVENANT. Upon
discovery by any of the Servicer, the Security Insurer, the Owner Trustee or the
Indenture Trustee of a breach of any of the covenants set forth in Sections
3.5(a) or 3.6(a), the party discovering such breach shall give prompt written
notice to the others; PROVIDED, HOWEVER, that the failure to give any such
notice shall not affect any obligation of the Servicer. As of the second
Accounting Date following its discovery or receipt of notice of any breach of
any covenant set forth in Sections 3.5(a) or 3.6(a) which materially and
adversely affects the interests of the Certificateholders, the Noteholders, the
Trust or the Security Insurer in any Receivable (including any Liquidated
Receivable) (or, at the Servicer's election, the first Accounting Date so
following), the Servicer shall, unless it shall have cured such breach in all
material respects, purchase from the Trust the Receivable affected by such
breach and, on the related Deposit Date, the Servicer shall pay the related
Purchase Amount. It is understood and agreed that the obligation of the
Servicer to purchase any Receivable (including any Liquidated Receivable) with
respect to which such a breach has occurred and is continuing shall, if such
obligation is fulfilled, constitute the sole remedy against the Servicer for
such breach available to the Security Insurer, the Certificateholders, the
Noteholders, the Owner Trustee on behalf of Certificateholders or the Indenture
Trustee on behalf of Noteholders; PROVIDED, HOWEVER, that the Servicer shall
indemnify the Owner Trustee, the Backup Servicer, the Collateral Agent, the
Security Insurer, the Trust, the Indenture Trustee, the Noteholders 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 such breach.

SECTION 3.8. TOTAL SERVICING FEE; PAYMENT OF CERTAIN EXPENSES BY
SERVICER. 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 Monthly Period pursuant to Section 4.6. The
Servicer shall be

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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, Noteholders
and the Security 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, unless such fees, expenses or claims in respect of
indemnification are expressly stated to be for the account of OFL or not to be
for the account of the Servicer). The Servicer shall be liable for the fees and
expenses of the Owner Trustee, the Administrator, the Indenture Collateral
Agent, the Indenture Trustee, the Custodian, the Backup Servicer, the Collateral
Agent, the Lockbox Bank (and any fees under the Lockbox Agreement) and the
Independent Accountants. Notwithstanding the foregoing, if the Servicer shall
not be OFL, a successor to OFL as Servicer permitted by Section 7.2 or an
Affiliate of any of the foregoing, such Servicer shall not be liable for taxes
levied or assessed against the Trust or claims against the Trust in respect of
indemnification.

SECTION 3.9. SERVICER'S CERTIFICATE. No later than 10:00 a.m. New
York City time on each Determination Date, the Servicer shall deliver to the
Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer,
the Collateral Agent 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 Indenture Trustee to make any withdrawal and
deposit required by Section 5.1, to give any notice required by Section 5.2, to
make the distributions required by Sections 4.6 and 4.7(b), to make the
withdrawals, distributions and deliveries required by Section 4.7(a) and to
determine the amount to which the Servicer is entitled to be reimbursed or has
been reimbursed during the related Monthly Period for Monthly Advances pursuant
to Section 4.4(c), (ii) all information necessary to enable the Indenture
Trustee to send the statements to Noteholders, Certificateholders and the
Security Insurer required by Section 4.9, (iii) a listing of all Warranty
Receivables and Administrative Receivables purchased as of the related Deposit
Date, identifying the Receivables so purchased, and (iv) all information
necessary to enable the Indenture Trustee to reconcile all deposits to, and
withdrawals from, the Collection Account for the related Monthly Period and
Distribution Date, including the accounting required by Section 4.8.
Receivables purchased by the Servicer or by the Seller or OFL on the related
Deposit Date and each Receivable which became a Liquidated Receivable or which
was paid in full during the related Monthly Period shall be identified by
account number (as set forth in the Schedule of Receivables). A copy of such
certificate may be obtained by any Certificateholder or Noteholder (or by a
Certificate Owner or Note Owner, upon certification that such Person is a
Certificate Owner or Note Owner and payment of any expenses associated with the
distribution thereof) by a request in writing to the Indenture Trustee addressed
to the Corporate Trust Office. In addition to the information set forth in the
preceding sentence, the Servicer's Certificate delivered to the Security
Insurer, the Collateral Agent and the Indenture Trustee on the Determination
Date shall also contain the following information: (a) the Delinquency Ratio,
Average Delinquency Ratio, Cumulative Default Rate and

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Cumulative Net Loss Rate for such Determination Date; (b) whether any Trigger
Event has occurred as of such Determination Date; (c) whether any Trigger Event
that may have occurred as of a prior Determination Date is Deemed Cured as of
such Determination Date; (d) whether to the knowledge of the Servicer an
Insurance Agreement Event of Default has occurred, (e) if OFL shall be the
Servicer, whether a Capture Event shall have occurred and be continuing, and
(f) if OFL shall be the Servicer, whether any Capture Event specified in any
prior Servicer's Certificate has been cured by a permanent waiver, effective in
accordance with the terms of the Purchase Agreements.

SECTION 3.10. ANNUAL STATEMENT AS TO COMPLIANCE; NOTICE OF SERVICER
TERMINATION EVENT.

(a) The Servicer shall deliver to the Owner Trustee, the Indenture
Trustee, the Backup Servicer, the Security Insurer and each Rating Agency, on or
before March 31 (or 90 days after the end of the Servicer's fiscal year, if
other than December 31) of each year, beginning on March 31, 1997, an officer's
certificate signed by any Responsible Officer of the Servicer, dated as of
December 31 (or other applicable date) of the immediately preceding 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 Owner Trustee, the Indenture
Trustee, the Backup Servicer, the Security Insurer, the Collateral Agent, 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 8.1(a). The
Seller or the Servicer shall deliver to the Owner Trustee, the Indenture
Trustee, the Backup Servicer, the Security Insurer, the Collateral Agent, the
Servicer or the Seller (as applicable) 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 8.1.

SECTION 3.11. ANNUAL INDEPENDENT ACCOUNTANTS' REPORT.

(a) The Servicer shall cause a firm of nationally recognized
independent certified public accountants (the "Independent Accountants"), who
may also render other services to the Servicer or to the Seller, to deliver to
the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security
Insurer and

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each Rating Agency, on or before March 31 (or 90 days after the end of the
Servicer's fiscal year, if other than December 31) of each year, beginning on
March 31, 1997, with respect to the twelve months ended the immediately
preceding December 31 (or other applicable date) (or such other period as shall
have elapsed from the Closing Date to the date of such certificate), a statement
(the "Accountant's Report") addressed to the Board of Directors of the Servicer,
to the Owner Trustee, the Indenture Trustee, the Backup Servicer and to the
Security Insurer, to the effect that such firm has audited the financial
statements of the Servicer and issued its report thereon and that such audit 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, including procedures as
determined by the Independent Accountants related to (1) the documents and
records concerning the servicing of automobile installment sales contracts under
pooling and servicing agreements and sale and servicing agreements substantially
similar one to another (such statement to have attached thereto a schedule
setting forth the pooling and servicing agreements and sale and servicing
agreements covered thereby, including this Agreement); and (2) the delinquency
and loss statistics relating to the Servicer's portfolio of automobile
installment sales contracts; and except as described in the statement, disclosed
no 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) a review in accordance with agreed upon procedures was
made of three randomly selected Servicer's Certificates for each Trust and
(2) except as disclosed in the Report, no exceptions or errors in the Servicer's
Certificates so examined were found.

(b) The Accountants' Report shall also indicate that the firm is
independent of the Seller and 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 or Noteholder (or by any Certificate Owner or Note Owner, upon
certification that such Person is a Certificate Owner or Note Owner and payment
of any expenses associated with the distribution thereof) by a request in
writing to the Indenture Trustee addressed to the Corporate Trust Office.

SECTION 3.12. ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION
REGARDING RECEIVABLES. The Servicer shall provide to representatives of the
Owner Trustee, Indenture Trustee, the Backup Servicer and the Security Insurer
reasonable access to the documentation regarding the Receivables. The Servicer
shall provide such access to any Certificateholder or Noteholder (or Certificate
Owner or Note Owner) only in such cases where the Servicer is required by
applicable statutes or regulations (whether applicable to the Servicer or to
such Certificateholder or Certificate Owner or Noteholder or Note Owner) to
permit such Certificateholder or Noteholder (or Certificate Owner or Note Owner)
to review such documentation.

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In each case, such access shall be afforded without charge but only upon
reasonable request and during normal business hours. Nothing in this Section
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 as a result of such
obligation shall not constitute a breach of this Section. Any Certificateholder
or Noteholder (or Certificate Owner or Note Owner), by its acceptance of a
Certificate or Note (or by acquisition of its beneficial interest therein), as
applicable, 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,
except as may be required by applicable law.

SECTION 3.13. MONTHLY TAPE. On or before the third Business Day, but
in no event later than the fifth calendar day, of each month, the Servicer will
deliver to the Indenture Trustee and the Backup Servicer a computer tape and a
diskette (or any other electronic transmission acceptable to the Indenture
Trustee and the Backup Servicer) in a format acceptable to the Indenture Trustee
and the Backup Servicer containing the information with respect to the
Receivables as of the preceding Accounting Date necessary for preparation of the
Servicer's Certificate relating to the immediately succeeding Determination Date
and necessary to determine the application of collections as provided in Section
4.3. The Backup Servicer shall use such tape or diskette (or other electronic
transmission acceptable to the Indenture Trustee and the Backup Servicer) to
verify the Servicer's Certificate delivered by the Servicer, and the Backup
Servicer shall certify to the Security Insurer that it has verified the
Servicer's Certificate in accordance with this Section 3.13 and shall notify the
Servicer and the Security Insurer of any discrepancies, in each case, on or
before the second Business Day following 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 third 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 Security Insurer (unless an
Insurer Default shall have occurred and be continuing) deliver to the Backup
Servicer its Collection Records and its Monthly Records within one Business Day
of demand therefor and a computer tape containing as of the close of business on
the date of demand all of the data maintained by the Servicer in computer format
in connection with servicing the Receivables. 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 have no

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liability for any actions taken or omitted by the Servicer. 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 3.14. 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 December 31, 1996, which term
shall be extendible by the Security Insurer for successive quarterly terms
ending on each successive March 31, June 30, September 30 and December 31 (or,
pursuant to revocable written standing instructions from time to time to the
Servicer, the Indenture Trustee and the Owner Trustee, for any specified number
of terms greater than one), until the termination of the Trust. Each such
notice (including each 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 Security Insurer to the Owner Trustee, the Indenture Trustee and the
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 Closing Date and for the duration of the
term covered by such Servicer Extension 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
Indenture Trustee agrees that if as of the fifteenth day prior to the last day
of any term of the Servicer the Indenture Trustee shall not have received any
Servicer Extension Notice from the Security Insurer, the Indenture Trustee will,
within five days thereafter, give written notice of such non-receipt to the
Owner Trustee, the Security Insurer and the Servicer.

SECTION 3.15. FIDELITY BOND. The Servicer shall maintain a fidelity
bond in such form and amount as is customary for entities acting as custodian of
funds and documents in respect of consumer contracts on behalf of institutional
investors.

SECTION 3.16. DUTIES OF THE SERVICER UNDER THE INDENTURE. The
Servicer shall, and hereby agrees that it will, perform on behalf of the Trust
and the Owner Trustee the following duties of the Trust or the Owner Trustee, as
applicable, under the Indenture (references are to the applicable Sections in
the Indenture):

(a) the direction to the Paying Agents, if any, to deposit
moneys with the Indenture Trustee (Section 3.03);

(b) the obtaining and preservation of the Issuer's
qualification to do business in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of the Indenture, the Notes, the Indenture Collateral and
each other instrument and agreement included in the Trust Estate (Section
3.04);

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(c) the preparation of all supplements, amendments, financing
statements, continuation statements, instruments of further assurance and
other instruments, in accordance with Section 3.05 of the Indenture,
necessary to protect the Trust Estate (Section 3.05);

(d) the delivery of the Opinion of Counsel on the Closing Date
and the annual delivery of Opinions of Counsel, in accordance with Section
3.06 of the Indenture, as to the Trust Estate, and the annual delivery of
the Officers' Certificate and certain other statements, in accordance with
Section 3.09 of the Indenture, as to compliance with the Indenture
(Sections 3.06 and 3.09);

(e) the preparation and obtaining of documents and instruments
required for the release of the Issuer from its obligations under the
Indenture (Section 3.10(b));

(f) the monitoring of the Issuer's obligations as to the
satisfaction and discharge of the Indenture and the preparation of an
Officers' Certificate and the obtaining of the Opinion of Counsel and the
Independent Certificate relating thereto (Section 4.01);

(g) the preparation of any written instruments required to
confirm more fully the authority of any co-trustee or separate trustee and
any written instruments necessary in connection with the resignation or
removal of any co-trustee or separate trustee (Sections 6.08 and 6.10);

(h) the opening of one or more accounts in the Trust's name,
the preparation of Issuer Orders, Officers' Certificates and Opinions of
Counsel and all other actions necessary with respect to investment and
reinvestment of funds in the Trust Accounts (Sections 8.02 and 8.03);

(i) the preparation of Trust Orders and the obtaining of
Opinions of Counsel with respect to the execution of supplemental
indentures (Sections 9.01, 9.02 and 9.03);

(j) the preparation of all Officers' Certificates, Opinions of
Counsel and Independent Certificates with respect to any requests by the
Issuer to the Indenture Trustee or the Indenture Collateral Agent to take
any action under the Indenture (Section 11.01(a));

(k) the preparation and delivery of Officers' Certificates and
the obtaining of Independent Certificates, if necessary, for the release of
property from the lien of the Indenture (Section 11.01(b)); and

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(l) the recording of the Indenture, if applicable (Section
11.15).

In addition to the duties of the Servicer set forth above, the Servicer shall,
and hereby agrees that it will, prepare, distribute and file any reports
required by Section 313(b) of the Trust Indenture Act of 1939, as amended, as a
result of any transfer of Subsequent Receivables. Such distribution and filing
is to be effected by the Servicer's distribution and filing of the Servicer's
Certificate.

SECTION 3.17. DUTIES OF THE SERVICER UNDER THE INSURANCE AGREEMENT.
The Servicer shall, and hereby agrees that it will, perform on behalf of the
Trust and the Owner Trustee the following duties of the Trust under the
Insurance Agreement (references are to the applicable Sections in the Insurance
Agreement):

(a) the maintenance of books and records of accounts of the
Trust's assets and business and the furnishing to the Security Insurer of
reports, certificates, statements, financial statements or notices
furnished to the Indenture Trustee, the Noteholders or the
Certificateholders pursuant to the Related Documents (Section 2.02(b));

(b) the delivery to the Security Insurer and, upon request,
any Noteholder or Certificateholder, of certificates with respect to
compliance with, and other matters under, the Related Documents (Section
2.02(c));

(c) the filing of financing statements, assignments or other
instruments, and amendments or continuation statements relating thereto to
preserve and protect fully the lien and security interest in, and all
rights of the Indenture Trustee and the Security Insurer with respect to,
the Trust Estate (Section 2.02(f));

(d) the maintenance of licenses, permits, charters and
registrations of the Trust material to the performance by the Trust of its
obligations under the Insurance Agreement and the Related Documents
(Section 2.02(g));

(e) the provision to the Security Insurer of executed original
copies of the documents executed in connection with the closing of the
offering of the Notes and the Certificates (Section 2.02(k)); and

(f) the taking of actions to ensure that the Trust is taxable
as a partnership for federal and state income tax purposes and not as an
association (or publicly traded partnership) taxable as a corporation
(Section 2.02(l)).

SECTION 3.18. CERTAIN DUTIES OF THE SERVICER UNDER THE TRUST
AGREEMENT. The Servicer shall, and hereby agrees that it will, monitor the
Trust's

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compliance with all applicable provisions of state and federal securities laws,
notify the Trust and the Administrator of any actions to be taken by the Trust
necessary for compliance with such laws and prepare on behalf of the Trust and
the Administrator all notices, filings or other documents or instruments
required to be filed under such laws.

ARTICLE IV

DISTRIBUTIONS; STATEMENTS TO
CERTIFICATEHOLDERS AND NOTEHOLDERS

SECTION 4.1. TRUST ACCOUNTS.

(a) The Servicer shall establish the Collection Account in the name
of the Indenture Collateral Agent for the benefit of the Certificateholders and
the Issuer Secured Parties (as defined in the Indenture). The Collection
Account shall be an Eligible Account and initially shall be a segregated trust
account established with the Indenture Collateral Agent and maintained with the
Indenture Collateral Agent.

(b) The Servicer shall establish the Pre-Funding Account in the name
of the Indenture Collateral Agent for the benefit of the Certificateholders and
the Issuer Secured Parties. The Pre-Funding Account shall be an Eligible
Account and initially shall be a segregated trust account established with the
Indenture Collateral Agent and maintained with the Indenture Collateral Agent.

(c) The Servicer shall establish the Note Distribution Account in the
name of the Indenture Collateral Agent for the benefit of the Issuer Secured
Parties. The Note Distribution Account shall be an Eligible Account and
initially shall be a segregated trust account established with the Indenture
Collateral Agent and maintained with the Indenture Collateral Agent.

(d) The Servicer shall establish the Reserve Account (including the
Class A-1 Holdback Subaccount) in the name of the Indenture Collateral Agent for
the benefit of the Certificateholders and the Issuer Secured Parties. The
Reserve Account shall be an Eligible Account and initially shall be a segregated
trust account established with the Indenture Collateral Agent and maintained
with the Indenture Collateral Agent.

(e) All amounts held in the Collection Account, the Pre-Funding
Account, the Note Distribution Account and the Reserve Account (collectively,
the "Trust Accounts") shall, to the extent permitted by applicable laws, rules
and regulations, be invested, as directed by the Servicer, in Eligible
Investments that, in the case of amounts held in the Collection Account, the
Note Distribution Account and the Reserve Account, mature not later than one
Business Day prior to the

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Distribution Date for the Monthly Period to which such amounts relate, and, in
the case of amounts held in the Pre-Funding Account, mature in such amounts and
on such dates, not later than the last day of the Funding Period, as the
Servicer may direct. Any such written direction shall certify that any such
investment is authorized by this Section 4.1. Investments in Eligible
Investments shall be made in the name of the Indenture Trustee on behalf of the
Trust, and such investments shall not be sold or disposed of prior to their
maturity. Any investment of funds in the Trust Accounts shall be made in
Eligible Investments held by a financial institution in accordance with the
following requirements: (a) all Eligible Investments shall be held in an
account with such financial institution in the name of the Indenture Trustee,
(b) with respect to securities held in such account, such securities shall be
(i) certificated securities (as such term is used in N.Y. UCC Section 8-
313(d)(i), securities deemed to be certificated securities under applicable
regulations of the United States government, or uncertificated securities issued
by an issuer organized under the laws of the State of New York or the State of
Delaware, (ii) either (A) in the possession of such institution, (B) in the
possession of a clearing corporation (as such term is used in Minn. Stat.
Section 336.8-313(g)) in the State of New York, registered in the name of such
clearing corporation or its nominee, not endorsed for collection or surrender or
any other purpose not involving transfer, not containing any evidence of a right
or interest inconsistent with the Indenture Trustee's security interest therein,
and held by such clearing corporation in an account of such institution,
(C) held in an account of such institution with the Federal Reserve Bank of New
York or the Federal Reserve Bank of Minneapolis, or (D) in the case of
uncertificated securities, issued in the name of such institution, and
(iii) identified, by book entry or otherwise, as held for the account of, or
pledged to, the Indenture Trustee on the records of such institution, and such
institution shall have sent the Indenture Trustee a confirmation thereof,
(c) with respect to repurchase obligations held in such account, such repurchase
obligations shall be identified by such institution, by book entry or otherwise,
as held for the account of, or pledged to, the Indenture Trustee on the records
of such institution, and the related securities shall be held in accordance with
the requirements of clause (b) above, and (d) with respect to other Eligible
Investments other than securities and repurchase agreements, such Eligible
Investments shall be held in a manner acceptable to the Indenture Collateral
Agent. Subject to the other provisions hereof, the Indenture Collateral Agent
shall have sole control over each such investment and the income thereon, and
any certificate or other instrument evidencing any such investment, if any,
shall be delivered directly to the Indenture Collateral Agent or its agent,
together with each document of transfer, if any, necessary to transfer title to
such investment to the Indenture Collateral Agent in a manner which complies
with this Section 4.1. All interest, dividends, gains upon sale and other
income from, or earnings on, investments of funds in the Trust Accounts shall be
deposited in the Collection Account and distributed on the next Distribution
Date pursuant to Section 4.6. The Servicer shall deposit in the applicable
Trust Account an amount equal to any net loss on such investments immediately as
realized.

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(f) On the Closing Date, the Servicer shall deposit in the Collection
Account (i) all Scheduled Payments and prepayments of Initial Receivables
received by the Servicer after the Initial Cutoff Date and on or prior to the
Business Day immediately preceding the Closing Date or received by the Lockbox
Bank after the Initial Cutoff Date and on or prior to the second Business Day
immediately preceding 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 Initial Cutoff Date. On each Subsequent
Transfer Date, the Servicer shall deposit in the Collection Account (x) all
Scheduled Payments and prepayments of the related Subsequent Receivables
received by the Servicer after the related Subsequent Cutoff Date and on or
prior to the Business Day immediately preceding the related Subsequent Transfer
Date or received by the Lockbox Bank after the related Subsequent Cutoff Date
and on or prior to the second Business Day immediately preceding the related
Subsequent Transfer Date and (y) all Liquidation Proceeds and proceeds of
Insurance Policies related in respect of a Financed Vehicle and applied by the
Servicer after the related Subsequent Cutoff Date.

SECTION 4.2. COLLECTIONS.

(a) The Servicer shall establish the Subcollection Account in the
name of the Indenture Trustee for the benefit of the Certificateholders and the
Noteholders. The Subcollection Account shall be an Eligible Account satisfying
clause (ii) of the definition of "Eligible Account," and shall initially be
established with the Indenture Trustee. The Servicer shall remit directly to
the Subcollection Account without deposit into any intervening account all
payments by or on behalf of the Obligors on the Receivables and all Liquidation
Proceeds received by the Servicer, in each case, as soon as practicable, but in
no event later than the Business Day after receipt thereof. Within two days of
deposit of payments into the Subcollection Account, the Indenture Trustee shall
transfer all amounts credited to the Subcollection Account on account of such
payments to the Collection Account. Amounts in the Subcollection Account shall
not be invested. Notwithstanding the foregoing, the Servicer may utilize an
alternative remittance schedule acceptable to the Servicer if the Security
Insurer consents in writing (so long as an Insurer Default shall not have
occurred and be continuing) and the Servicer provides to the Indenture Trustee
written confirmation from each Rating Agency that such alternative remittance
schedule will not result in the downgrading or withdrawal by the Rating Agency
of the rating then assigned to the Certificates or the Notes.

(b) Notwithstanding the provisions of subsection (a) hereof, the
Servicer will be entitled to be reimbursed from amounts on deposit in the
Collection Account with respect to a Monthly Period for amounts previously
deposited in the Collection Account but later determined by the Servicer or the
Lockbox Bank 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
4.6(iii) upon certification by the Servicer of such amounts and the provision of
such

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information to the Indenture Trustee and the Security Insurer as may be
necessary in the opinion of the Indenture Trustee and the Security Insurer to
verify the accuracy of such certification. In the event that the Security
Insurer has not received evidence satisfactory to it of the Servicer's
entitlement to reimbursement pursuant to this Section 4.2(b), the Security
Insurer shall (unless an Insurer Default shall have occurred and be continuing)
give the Indenture Trustee notice to such effect, following receipt of which the
Indenture Trustee shall not make a distribution to the Servicer in respect of
such amount pursuant to Section 4.6, or if the Servicer prior thereto has been
reimbursed pursuant to Section 4.6 or Section 4.8, the Indenture Trustee shall
withhold such amounts from amounts otherwise distributable to the Servicer on
the next succeeding Distribution Date.

SECTION 4.3. APPLICATION OF COLLECTIONS. For the purposes of this
Agreement, all collections for a Monthly Period shall be applied by the Servicer
as follows:

(a) With respect to each Receivable, payments by or on behalf
of the Obligor thereof (other than of Supplemental Servicing Fees with
respect to such Receivable, to the extent collected) shall be applied to
interest and principal with respect to such Receivable in accordance with
the terms of such Receivable. With respect to each Liquidated Receivable,
Liquidation Proceeds shall be applied to interest and principal with
respect to such Receivable in accordance with the terms of such Receivable,
and then to any Insurance Add-On Amount due and payable with respect to
such Receivable. The Servicer shall not be entitled to any Supplemental
Servicing Fees with respect to a Liquidated Receivable.

(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 Accounting 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 4.6(iii).

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

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SECTION 4.4. MONTHLY ADVANCES.

(a) If with respect to a Receivable, the amount deposited into the
Collection Account during a Monthly Period in respect of such Receivable and
allocable to interest (determined in accordance with Section 4.3) is less than
an amount of interest equal to interest accrued on such Receivable (for the
number of calendar days in such Monthly Period) (calculated according to the
method specified in the related retail installment sale contract or promissory
note at the APR on the Principal Balance of such Receivable as of the Accounting
Date preceding such Distribution Date), the Servicer shall make a Monthly
Advance equal to the amount of such shortfall; PROVIDED, HOWEVER, that the
Servicer shall not be required to make a Monthly Advance with respect to a
Receivable extended pursuant to Section 3.2(b) for any Monthly Period during
which no Scheduled Payment is due according to the terms of such extension.

(b) On or before each Determination Date and prior to the delivery of
the Servicer's Certificate for such Determination Date pursuant to Section 3.9,
the Servicer shall deposit in the Collection Account the aggregate amount of
Monthly Advances required for the related Monthly Period in immediately
available funds (subject to Section 4.8).

(c) The Servicer shall be entitled to be reimbursed for Outstanding
Monthly Advances with respect to a Receivable pursuant to Section 4.6(i) or
pursuant to Section 4.8 from the following sources with respect to such
Receivable on any day subsequent to the Distribution Date in respect of which
such Monthly Advance was made: (i) subsequent payments by or on behalf of the
Obligor with respect to such Receivable, (ii) collections of Liquidation
Proceeds with respect to such Receivable if such Receivable becomes a Liquidated
Receivable and (iii) payment of any Purchase Amount with respect to such
Receivable if such Receivable becomes a Purchased Receivable. If any Receivable
shall become a Liquidated Receivable and the Servicer shall not have been fully
reimbursed for Outstanding Monthly Advances with respect to such Receivable from
the sources of funds previously described in this paragraph, the Servicer shall
be entitled to reimbursement from collections on Receivables other than the
Receivable in respect of which such Outstanding Monthly Advance shall have been
made.

SECTION 4.5. ADDITIONAL DEPOSITS. On or before each Deposit Date,
the Servicer or OFL shall deposit in 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 Indenture
Trustee shall deposit in the Collection Account any amounts delivered to the
Indenture Trustee by the Collateral Agent.

SECTION 4.6. DISTRIBUTIONS. On each Distribution Date, the Indenture
Trustee shall (based on the information contained in the Servicer's Certificate

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delivered on the related Determination Date) distribute the following amounts
and in the order of priority specified below. Within each order of priority,
amounts shall be deemed withdrawn first from Available Funds, second from the
Reserve Account and third from any Deficiency Claim Amounts.

(i) first, from the Distribution Amount, (A) to the Trust for
payment of any taxes due and unpaid with respect to the Trust, to the
extent such taxes have not been previously paid by OFL or by the Servicer
pursuant to Section 3.8, and (B) then to the Servicer, the amount of
Outstanding Monthly Advances for which the Servicer is entitled to be
reimbursed pursuant to Section 4.4(c) and for which the Servicer has not
previously been reimbursed pursuant to Section 4.8;

(ii) second, from the Distribution Amount then remaining on
deposit in the Collection Account, to the Owner Trustee, any accrued and
unpaid fees of the Owner Trustee in accordance with the Trust Agreement and
including amounts with respect to which the Administrator is entitled to be
reimbursed pursuant to the Administration Agreement; to the Indenture
Trustee, any accrued and unpaid fees of the Indenture Trustee in accordance
with the Indenture; to any Lockbox Bank, Custodian, Backup Servicer,
Collateral Agent, Indenture Collateral Agent or Administrator (including
the Owner Trustee or Indenture 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 or OFL),
to the Backup Servicer, any transition expenses (not to exceed $50,000) in
accordance with Section 8.3; PROVIDED, HOWEVER, in the event that the
rating assigned by Standard & Poor's to the claims-paying ability of the
Security Insurer is not AAA, the accrued and unpaid fees of the Owner
Trustee, the Indenture Trustee, the Backup Servicer, the Collateral Agent,
the Indenture Collateral Agent and the Administrator shall be distributed
pursuant to this clause (ii) to the extent such fees are not in excess of
the amount (the "Servicer Fee Threshold") obtained by dividing (x) .20% of
the Aggregate Principal Balance by (y) twelve, and any accrued and unpaid
fees in excess of the Servicer Fee Threshold remaining to be distributed
pursuant to this clause (ii) shall not be distributed pursuant to this
clause (ii) but shall be distributed after the distributions to be made
pursuant to clause (v) below but before the distributions to be made
pursuant to clause (vi) below;

(iii) third, from the Distribution Amount then remaining on
deposit in the Collection Account, to the Servicer, the Basic Servicing Fee
for the related Monthly Period, any Supplemental Servicing Fees for the
related Monthly Period, and any amounts specified in Section 4.2(b), to the
extent the Servicer has not reimbursed itself in respect of such amounts
pursuant to Section 4.8;

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(iv) fourth, from the Distribution Amount then remaining on
deposit in the Collection Account, to the Note Distribution Account, an
amount equal to the Noteholders' Interest Distributable Amount for such
Distribution Date;

(v) fifth, from the Distribution Amount then remaining on
deposit in the Collection Account, to the Note Distribution Account, an
amount equal to the Noteholders' Principal Distributable Amount for such
Distribution Date;

(vi) sixth, from the Distribution Amount then remaining on
deposit in the Collection Account, to the Certificate Distribution Account,
an amount equal to the Certificateholders' Interest Distributable Amount
for such Distribution Date;

(vii) seventh, from the Distribution Amount then remaining on
deposit in the Collection Account, to the Certificate Distribution Account,
an amount equal to the Certificateholders' Principal Distributable Amount
for such Distribution Date;

(viii) eighth, from the Distribution Amount then remaining on
deposit in the Collection Account, to the Security Insurer, to the extent
of any amounts owing to the Security Insurer under the Insurance Agreement
and not paid, whether or not OFL is also obligated to pay such amounts,
such amounts representing a portion of the Credit Enhancement Fee otherwise
payable on a subordinated basis to the Seller; and

(ix) ninth, any remaining Available Funds to the Collateral
Agent for deposit in the Spread Account, such amounts representing a
portion of the Credit Enhancement Fee payable on a subordinated basis to
the Seller.

SECTION 4.7. PRE-FUNDING ACCOUNT.

(a) On the Closing Date, the Indenture Trustee will deposit, on
behalf of the Seller, in the Pre-Funding Account $216,007,552.95 from the
proceeds of the sale of the Notes and the Certificates. On each Subsequent
Transfer Date, the Servicer shall instruct the Indenture Trustee:

(i) to withdraw from the Pre-Funding Account the Spread
Account Additional Deposit, if any, on such Subsequent Transfer Date, and
to deliver such funds to the Collateral Agent for deposit in the Spread
Account,

(ii) to withdraw from the Pre-Funding Account the amount, if
any, by which the Requisite Reserve Amount for such Subsequent Transfer

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Date exceeds the Reserve Amount, and to deposit such funds in the Reserve
Account,

(iii) to withdraw from the Pre-Funding Account the Class A-1
Holdback Amount, if any, for such Subsequent Transfer Date, and to deposit
such funds in the Class A-1 Holdback Subaccount,

(iv) to withdraw from the Pre-Funding Account the amount, if
any, on deposit therein in excess of the remaining Prefunded Amount, after
giving effect to the withdrawals specified in clauses (i) - (iii) above,
and to distribute such amount to or upon the order of the Seller upon
satisfaction of the conditions set forth in Section 2.4 with respect to
such transfer, and

(v) to withdraw from the Reserve Account an amount equal to
the excess, if any, of the Reserve Amount (after giving effect to
withdrawals from the Reserve Account pursuant to Section 5.1 on the
immediately following Distribution Date, if such Subsequent Transfer Date
falls between a Determination Date and the related Distribution Date) over
the Requisite Reserve Amount for such Subsequent Transfer Date and to
distribute such amount to or upon the order of the General Partners.

(b) If (x) the Pre-Funded Amount has not been reduced to zero on the
Distribution Date on or immediately following the end of the Funding Period) or
(y) the Pre-Funded Amount has been reduced to $100,000 or less on any
Distribution Date, in either case after giving effect to any reductions in the
Pre-Funded Amount on such Distribution Date pursuant to paragraph (a) above, the
Servicer shall provide written instructions to the Indenture Trustee to withdraw
from the Pre-Funding Account on such Distribution Date (i) an amount equal to
the sum of the Class A-1 Prepayment Amount, the Class A-2 Prepayment Amount, the
Class A-3 Prepayment Amount, the Class A-4 Prepayment Amount and the Class A-5
Prepayment Amount and deposit such amount in the Note Distribution Account, and
(ii) an amount equal to the Certificate Prepayment Amount and deposit such
amount in the Certificate Distribution Account. Any remaining funds on deposit
in the Pre-Funding Account shall be distributed to the General Partners. If the
funds on deposit in the Pre-Funding Account are less than the sum of the amounts
described in clauses (i) and (ii) above, then the Servicer shall provide written
instructions to the Indenture Trustee to withdraw the funds on deposit in the
Pre-Funding Account and deposit such funds in the Note Distribution Account,
Certificate Distribution Account and Collection Account, pro rata in accordance
with the amounts specified in clauses (i) and (ii) above.

(c) If the Pre-Funded Amount is greater than $100,000 at the end of
the Funding Period, the Seller will (x) deposit into the Note Distribution
Account an amount equal to the sum of the Class A-1 Prepayment Premium, the
Class A-2 Prepayment Premium, the Class A-3 Prepayment Premium, the Class A-4
Prepayment Premium and the Class A-5 Prepayment Premium and (y) deposit into

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the Certificate Distribution Account an amount equal to the Certificate
Prepayment Premium; PROVIDED, HOWEVER, that the obligation of the Seller to make
the deposits referred to in this sentence is expressly limited to the extent of
the amount of Liquidated Damages (as defined in the Closing Date Purchase
Agreement) paid to the Seller by OFL and by the Seller to the Trust.

SECTION 4.8. NET DEPOSITS. Subject to payment by the Servicer of
amounts otherwise payable pursuant to Section 4.6(ii) and provided that no
Servicer Termination Event shall have occurred and be continuing with respect to
such Servicer, the Servicer may make the remittances to be made by it pursuant
to Sections 4.2, 4.4 and 4.5 net of amounts (which amounts may be netted prior
to any such remittance for a Monthly Period) to be distributed to it pursuant to
Sections 3.8, 4.2(b) and 4.6(i); 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 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 Indenture Trustee, of such error.

SECTION 4.9. STATEMENTS TO CERTIFICATEHOLDERS AND NOTEHOLDERS.

(a) On each Distribution Date, the Owner Trustee shall include with
each distribution to each Certificateholder, a statement (which statement shall
also be provided to the Security Insurer and to each Rating Agency) based on
information in the Servicer's Certificate delivered on the related Determination
Date pursuant to Section 3.9, setting forth for the Monthly Period relating to
such Distribution Date the following information:

(i) the amount of such distribution allocable to principal;

(ii) the amount of such distribution allocable to interest;

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

(iv) the Certificate Balance and the remaining balance of each
class of Notes (after giving effect to distributions made on such
Distribution Date);

(v) the Class A-1 Interest Carryover Shortfall, the Class A-2
Interest Carryover Shortfall, the Class A-3 Interest Carryover Shortfall,
the Class A-4 Interest Carryover Shortfall, the Class A-5 Interest
Carryover Shortfall, the Noteholders' Principal Carryover Shortfall, the
Certificateholders' Interest Carryover Shortfall and the
Certificateholders'

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Principal Carryover Shortfall, if any, and the change in such amounts from
the preceding statement;

(vi) the amount of fees paid by the Trust with respect to such
Monthly Period;

(vii) for Distribution Dates during the Funding Period, the
remaining Pre-Funded Amount and the remaining Reserve Amount;

(viii) for the Distribution Date on or immediately following the
end of the Funding Period, the Certificate Prepayment Amount, the
Certificate Prepayment Premium, if any, and the remaining Reserve Amount
that has not been distributed pursuant to Section 4.6 or to the General
Partners; and

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

Each amount set forth pursuant to subclauses (i) through (iv) above may be
expressed as a dollar amount per $1,000 of original principal balance of a
Certificate.

(b) On each Payment Date, the Indenture Trustee shall include with
each distribution to each Noteholder, a statement (which statement shall also be
provided to the Security Insurer and to each Rating Agency) based on information
in the Servicer's Certificate delivered on the related Determination Date
pursuant to Section 3.9, setting forth for the Monthly Period relating to such
Payment Date the following information with respect to each class of Notes:

(i) the amount of such distribution allocable to principal;

(ii) the amount of such distribution allocable to interest;

(iii) the amount of such distribution payable out of amounts
withdrawn from the Reserve Account, the Class A-1 Holdback Subaccount, the
Spread Account or pursuant to a claim on the Note Policy;

(iv) the outstanding principal balance of the Notes and the
Certificate Balance (after giving effect to distributions made on such
Payment Date);

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Principal Carryover Shortfall, if any, and the change in such amounts from
the preceding statement;

(vi) the amount of fees paid by the Trust with respect to such
Monthly Period;

(vii) for Payment Dates during the Funding Period, the remaining
Pre-Funded Amount, the remaining Reserve Amount and the amount on deposit
in the Class A-1 Holdback Subaccount;

(viii) for the Payment Date on or immediately following the end
of the Funding Period, the Class A-1 Prepayment Amount, the Class A-2
Prepayment Amount, the Class A-3 Prepayment Amount, the Class A-4
Prepayment Amount, the Class A-5 Prepayment Amount, the Class A-1
Prepayment Premium, the Class A-2 Prepayment Premium, the Class A-3
Prepayment Premium, the Class A-4 Prepayment Premium and the Class A-5
Prepayment Premium, if any, and the remaining Reserve Amount that has not
been distributed pursuant to Section 4.6 or to the General Partners; and

(ix) the Note Pool Factor with respect to each class of Notes
(after giving effect to distributions made on such Payment Date).

Each amount set forth pursuant to subclauses (i) through (iv) above may be
expressed as a dollar amount per $1,000 of original principal balance of a Note.

(c) Certificate Owners may obtain copies of the certificates
delivered by the Owner Trustee pursuant to subsection (a) above upon written
request to the Owner Trustee at the Corporate Trust Office (together with a
certification that such Person is a Certificate Owner and payment of any
expenses associated with the distribution thereof). Note Owners may obtain
copies of the statements delivered by the Indenture Trustee pursuant to
subsection (b) above upon written request to the Indenture Trustee at its
Corporate Trust Office (together with a certification that such Person is a Note
Owner and payment of any expenses associated with the distribution thereof).

SECTION 4.10. INDENTURE TRUSTEE AS AGENT. The Indenture Trustee, in
holding all funds in the Trust Accounts and in making distributions as provided
in this Agreement, shall act solely on behalf of and as agent for the
Certificateholders and the Noteholders.

SECTION 4.11. ELIGIBLE ACCOUNTS. Any account which is required to be
established as an Eligible Account pursuant to this Agreement and which ceases
to be an Eligible Account shall within five Business Days (or such longer
period, not to exceed 30 days, as to which each Rating Agency and the Security
Insurer may

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consent) be established as a new account which shall be an Eligible Account and
any cash and/or any investments shall be transferred to such new account.

ARTICLE V

THE RESERVE ACCOUNT; THE SPREAD ACCOUNT
AND THE CERTIFICATE POLICY

SECTION 5.1. WITHDRAWALS FROM THE RESERVE ACCOUNT.

(a) In the event that the Servicer's Certificate with respect to any
Determination Date shall state that the amount of 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 (viii) of Section 4.6,
then on the Draw Date immediately preceding such Distribution Date, the
Indenture Trustee shall (i) withdraw amounts on deposit in the Reserve Account,
other than any funds in the Class A-1 Holdback Subaccount (up to the amount by
which the amounts payable on the related Distribution Date pursuant to clauses
(i) through (viii) of Section 4.6 exceed the amount of Available Funds with
respect to such Determination Date) and (ii) deposit the amounts so withdrawn
from the Reserve Account into the Collection Account. On each Distribution
Date, any funds on deposit in the Reserve Account (other than funds on deposit
in the Class A-1 Holdback Subaccount) in excess of the Requisite Reserve Amount
(after giving effect to any withdrawals on the immediately preceding Draw Date
as described above) shall be paid to the General Partners.

(b) In the event that the Servicer's Certificate with respect to the
Determination Date related to the Class A-1 Final Scheduled Distribution Date
shall state that the unpaid principal balance of the Class A-1 Notes (after
giving effect to the distribution of the Available Funds pursuant to clauses
(i) - (v) of Section 4.6 for such Distribution Date), is greater than zero, then
on the Draw Date immediately preceding such Distribution Date the Indenture
Trustee shall withdraw an amount equal to such unpaid principal balance from
funds on deposit in the Class A-1 Holdback Subaccount (or the amount of funds on
deposit in the Class A-1 Holdback Subaccount, if less) and deposit such funds in
the Note Distribution Account for distribution to the Class A-1 Noteholders on
such Distribution Date. Funds in the Class A-1 Holdback Subaccount shall not be
available to pay any other amounts. Any funds remaining in the Class A-1
Holdback Subaccount, after withdrawal of any such amount on the Class A-1 Final
Scheduled Distribution Date, shall be released to the General Partners.

SECTION 5.2. WITHDRAWALS FROM SPREAD ACCOUNT.

(a) In the event that the Servicer's Certificate with respect to any
Determination Date shall state that the Deficiency Claim Amount (as defined
below)

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with respect to the related Distribution Date is greater than zero, then on the
Deficiency Claim Date immediately preceding such Distribution Date, the
Indenture Trustee shall deliver to the Collateral Agent, the Security Insurer,
the Fiscal Agent, if any, the Owner Trustee and the Servicer, by hand delivery,
telex or facsimile transmission, a written notice (a "Deficiency Notice"). Such
Deficiency Notice shall direct the Collateral Agent to remit such Deficiency
Claim Amount (to the extent of the funds available to be distributed pursuant to
the Spread Account Agreement) to the Indenture Trustee for deposit in the
Collection Account. The "Deficiency Claim Amount" with respect to any
Distribution Date shall equal the excess, if any, of

(i) the amount required to be distributed pursuant to clauses
(i) - (viii) of Section 4.6 (without giving effect to the limitation of
the Distribution Amount specified in each such clause) over

(ii) the sum of (A) the Actual Funds with respect to such
Distribution Date, plus (B) if such Distribution Date is the Class A-1
Final Scheduled Distribution Date, the amount, if any, withdrawn from the
Class A-1 Holdback Subaccount and deposited in the Note Distribution
Account pursuant to Section 5.1(b).

(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 Collateral Agent to the Indenture Trustee pursuant to
a Deficiency Notice shall be deposited by the Indenture Trustee into the
Collection Account pursuant to Section 4.5.

SECTION 5.3. CLAIMS UNDER CERTIFICATE POLICY.

(a) In the event that the Indenture Trustee has delivered a
Deficiency Notice with respect to any Determination Date, the Owner Trustee
shall on the related Draw Date determine the Certificate Policy Claim Amount (as
defined below) for the related Distribution Date. If the Certificate Policy
Claim Amount for such Distribution Date is greater than zero, the Owner Trustee
shall furnish to the Security Insurer no later than 12:00 noon New York City
time on the related Draw Date a completed Notice of Claim in the amount of the
Certificate Policy Claim Amount. Amounts paid by the Security Insurer pursuant
to a claim submitted under this Section 5.3(a) shall be deposited by the Owner
Trustee into the Certificate Distribution Account for payment to
Certificateholders on the related Distribution Date. The "Certificate Policy
Claim Amount" for any Distribution Date shall equal the lesser of (i) the sum of
the Certificateholders' Interest Distributable Amount (excluding that portion of
the Certificateholders' Interest Distributable Amount payable with respect to
the Class GP Certificates) and the Certificateholders' Principal Distributable
Amount (excluding that portion of the Certificateholders' Principal
Distributable Amount payable with respect to the Class GP Certificates) for such
Distribution Date, and (ii) the excess, if any, of the amount required to be
distributed from the Distribution Amount pursuant to clauses (i) - (vii) of
Section 4.6 (without

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giving effect to the limitation of the Distribution Amount specified in each
such clause) over the Distribution Amount with respect to such Payment Date.

(b) Any notice delivered by the Owner Trustee to the Security Insurer
pursuant to subsection 5.3(a) shall specify the Policy Claim Amount claimed
under the Certificate Policy and shall constitute a "Notice of Claim" under the
Certificate Policy. In accordance with the provisions of the Certificate
Policy, the Security Insurer is required to pay to the Owner Trustee the Policy
Claim Amount properly claimed thereunder by 12:00 noon, 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 Security Insurer under the Certificate Policy shall be applied
solely to the payment of the Certificates, and for no other purpose.

(c) The Owner Trustee shall (i) receive as attorney-in-fact of each
Certificateholder any Policy Claim Amount from the Security Insurer and
(ii) deposit the same in the Certificate Distribution Account for disbursement
to the Certificateholders as provided in Section 5.2(a) of the Trust Agreement.
Any and all Policy Claim Amounts disbursed by the Owner Trustee from claims made
under the Certificate Policy shall not be considered payment by the Trust or
from the Spread Account with respect to such Certificates, and shall not
discharge the obligations of the Trust with respect thereto. The Security
Insurer shall, to the extent it makes any payment with respect to the
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 Certificates by or on behalf of the Security Insurer, the
Owner Trustee shall assign to the Security Insurer all rights to the payment of
interest or principal with respect to the Certificates which are then due for
payment to the extent of all payments made by the Security Insurer, and the
Security Insurer may exercise any option, vote, right, power or the like with
respect to the Certificates to the extent that it has made payment pursuant to
the Certificate Policy. To evidence such subrogation, the Certificate Registrar
shall note the Security Insurer's rights as subrogee upon the register of
Certificateholders upon receipt from the Security Insurer of proof of payment by
the Security Insurer of any Certificateholders' Interest Distributable Amount or
Certificateholders' Principal Distributable Amount.

(d) The Owner Trustee shall keep a complete and accurate record of
all funds delivered by the Security Insurer to the Owner Trustee and the
allocation of such funds to the payment of interest on and principal paid with
respect to any Certificate. The Security Insurer shall have the right to
inspect such records at reasonable times upon one Business Day's prior notice to
the Owner Trustee.

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

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SECTION 5.4. PREFERENCE CLAIMS.

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

(b) The Owner Trustee shall promptly notify the Security Insurer of
any proceeding or the institution of any action (of which the Owner 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
Certificates. Each Holder, by its purchase of Certificates, and the Owner
Trustee hereby agree that so long as an Insurer Default shall not have occurred
and be continuing, the Security 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 Security Insurer, but subject to reimbursement as provided in the
Insurance Agreement. In addition, and without limitation of the foregoing, as
set forth in Section 5.3(c), the Security Insurer shall be subrogated to, and
each Certificateholder and the Owner Trustee hereby delegate and assign, to the
fullest extent permitted by law, the rights of the Owner Trustee and each
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.

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ARTICLE VI

THE SELLER

SECTION 6.1. LIABILITY OF SELLER.

(a) The Seller shall be liable hereunder only to the extent of the
obligations in this Agreement specifically undertaken by the Seller and the
representations made by the Seller.

SECTION 6.2. MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE
OBLIGATIONS OF, SELLER; AMENDMENT OF CERTIFICATE OF INCORPORATION.

(a) The Seller shall not merge or consolidate with any other Person
or permit any other Person to become the successor to the Seller's business
without (so long as an Insurer Default shall not have occurred and be
continuing) the prior written consent of the Security Insurer. The certificate
of incorporation of any corporation (i) into which the Seller may be merged or
consolidated, (ii) resulting from any merger or consolidation to which the
Seller shall be a party, or (iii) succeeding to the business of Seller, shall
contain provisions relating to limitations on business and other matters
substantively identical to those contained in the Seller's certificate of
incorporation. Any such successor corporation shall execute an agreement of
assumption of every obligation of the Seller under this Agreement and each
Related Document and, whether or not such assumption agreement is executed,
shall be the successor to the Seller under this Agreement without the execution
or filing of any document or any further act on the part of any of the parties
to this Agreement. The Seller shall provide prompt notice of any merger,
consolidation or succession pursuant to this Section 6.2 to the Owner Trustee,
the Indenture Trustee, the Security Insurer and the Rating Agencies.
Notwithstanding the foregoing, the Seller shall not merge or consolidate with
any other Person or permit any other Person to become a successor to the
Seller's business, unless (x) immediately after giving effect to such
transaction, no representation or warranty made pursuant to Section 2.5 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 a Servicer
Termination Event shall have occurred and be continuing, (y) the Seller shall
have delivered to the Owner Trustee, the Indenture Trustee and the Security
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 6.2 and that all conditions precedent, if any, provided for in
this Agreement relating to such transaction have been complied with, and (z) the
Seller shall have delivered to the Owner Trustee, the Indenture Trustee and the
Security Insurer an Opinion of Counsel, stating that, 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 Trust in the Trust Property and reciting

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the details of the filings or (B) no such action shall be necessary to preserve
and protect such interest.

(b) The Seller hereby agrees that it shall not (i) take any action
prohibited by Article XVI of its certificate of incorporation or (ii) without
the prior written consent of the Owner Trustee and the Indenture Trustee and (so
long as an Insurer Default shall not have occurred and be continuing) the
Security Insurer and without giving prior written notice to the Rating Agencies,
amend Article III, Article IX, Article XIV or Article XVI of its certificate of
incorporation.

SECTION 6.3. LIMITATION ON LIABILITY OF SELLER AND OTHERS. The
Seller and any director or officer or employee or agent of the Seller may rely
in good faith on the advice of counsel or on any document of any kind prima
facie properly executed and submitted by any Person respecting any matters
arising under this Agreement. The Seller shall not be under any obligation to
appear in, prosecute or defend any legal action that is not incidental to its
obligations as Seller of the Receivables under this Agreement and that in its
opinion may involve it in any expense or liability.

SECTION 6.4. SELLER MAY OWN CERTIFICATES OR NOTES. Each of the
Seller and any Affiliate of the Seller may in its individual or any other
capacity become the owner or pledgee of Certificates or Notes with the same
rights as it would have if it were not the Seller or an Affiliate thereof except
as otherwise specifically provided herein or in the Related Documents.
Certificates or Notes so owned by or pledged to the Seller or such Affiliate
shall have an equal and proportionate benefit under the provisions of this
Agreement or any Related Document, without preference, priority, or distinction
as among all of the Certificates or Notes, provided that any Certificates or
Notes owned by the Seller or any Affiliate thereof, during the time such
Certificates or Notes are owned by them, shall be without voting rights for any
purpose set forth in this Agreement or any Related Document. The Seller shall
notify the Owner Trustee, the Indenture Trustee and the Security Insurer
promptly after it or any of its Affiliates become the owner or pledgee of a
Certificate or Note.

ARTICLE VII

THE SERVICER

SECTION 7.1. LIABILITY OF SERVICER; INDEMNITIES.

(a) The Servicer (in its capacity as such and, in the case of OFL,
without limitation of its obligations under the Purchase Agreement) 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.

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(b) The Servicer shall defend, indemnify and hold harmless the Trust,
the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security
Insurer, their respective officers, directors, agents and employees, the
Certificateholders and the Noteholders 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 indemnify, defend and hold harmless the Trust,
the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security
Insurer, their respective officers, directors, agents and employees, the
Certificateholders and the Noteholders from and against any taxes that may at
any time be asserted against the Trust, the Owner Trustee, the Indenture
Trustee, the Backup Servicer, the Security Insurer, the Certificateholders or
the Noteholders 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, and as of the date of, the sale of the
Receivables and the other Trust Property to the Trust or the issuance and
original sale of the Certificates and the Notes, 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 Owner Trustee, the Indenture Trustee, the Backup Servicer, the Security
Insurer, their respective officers, directors, agents and employees, the
Certificateholders and the Noteholders 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
Trust, the Owner Trustee, the Indenture Trustee, the Backup Servicer, the
Security Insurer, the Certificateholders or the Noteholders 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; and

(e) The Servicer shall indemnify, defend, and hold harmless the Owner
Trustee, in its individual capacity, its officers, directors, agents and
employees, from and against all costs, taxes (other than income taxes on fees
and expenses payable to the Owner 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 the Trust Agreement and the
Related Documents, except to the extent that such cost, taxes (other than income
taxes), expense, loss, claim, damage or liability (A) is due to the willful
misfeasance or gross negligence of the Owner Trustee, or (B) arises from the
Owner Trustee's breach of any of its representations or warranties set forth in
Section 7.3 of the Trust Agreement; PROVIDED, HOWEVER, that amounts payable
under this paragraph shall be

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increased by the amount of income taxes actually paid by the Owner Trustee in
respect of any indemnity payment unless the Owner Trustee received or can
reasonably be expected to receive a tax deduction for the related loss or cost.

(f) Indemnification under this Article shall include, without
limitation, reasonable fees and expenses of counsel and expenses of litigation.
If the Servicer has 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.

(g) OFL, in its individual capacity, hereby acknowledges that the
indemnification provisions in the Purchase Agreement benefiting the Trust, the
Owner Trustee, the Indenture Trustee, the Backup Servicer and the Security
Insurer are enforceable by each hereunder.

SECTION 7.2. 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 shall be an
Eligible Servicer and shall be capable of fulfilling the duties of the Servicer
contained in this Agreement. Any corporation (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 7.2(a) to the Owner
Trustee, the Indenture Trustee, the Security Insurer and each Rating Agency.
Notwithstanding the foregoing, the Servicer shall not merge or consolidate with
any other Person or permit any other Person to become a successor to the
Servicer's business, unless (x) immediately after giving effect to such
transaction, no representation or warranty made pursuant to Section 3.6 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 Owner Trustee, the Indenture Trustee and
the Security Insurer an Officer's Certificate and an Opinion of

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Counsel each stating that such consolidation, merger or succession and such
agreement of assumption comply with this Section 7.2(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 Owner
Trustee, the Indenture Trustee and the Security Insurer an Opinion of Counsel,
stating that, 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 Owner
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 corporation (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 7.3. LIMITATION ON LIABILITY OF SERVICER, BACKUP SERVICER AND
OTHERS.

(a) Neither the Servicer, the Backup Servicer nor any of the
directors or officers or employees or agents of the Servicer or Backup Servicer
shall be under any liability to the Trust, the Certificateholders or the
Noteholders, 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 breach of this Agreement or willful misfeasance, bad faith or
negligence (excluding errors in judgment) in the performance of duties, by
reason of reckless disregard of obligations and duties under this Agreement or
any violation of law by the Servicer, Backup Servicer or such person, as the
case may be; PROVIDED FURTHER, that this provision shall not affect any
liability to indemnify the Owner Trustee and the Indenture Trustee for costs,
taxes, expenses, claims, liabilities, losses or damages paid by the Owner
Trustee or the Indenture Trustee, each in its individual capacity. The
Servicer, the Backup Servicer and any director, officer, employee or agent of
the Servicer or Backup Servicer may rely in good faith on the advice of counsel
or on any document of any kind PRIMA FACIE properly executed and submitted by
any Person respecting any matters arising under this Agreement.

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(b) The Backup Servicer shall not be liable for any obligation of the
Servicer contained in this Agreement, and the Owner Trustee, the Indenture
Trustee, the Seller, the Security Insurer, the Noteholders and the
Certificateholders shall look only to the Servicer to perform such obligations.

SECTION 7.4. DELEGATION OF DUTIES. The Servicer may delegate duties
under this Agreement to an Affiliate of OFL with the prior written consent of
the Security Insurer, the Indenture Trustee, the Owner Trustee and the Backup
Servicer. The Servicer also may at any time perform the specific duty of
repossession of Financed Vehicles through sub-contractors who are in the
business of servicing automotive receivables and may perform other specific
duties through such sub-contractors with the prior written consent of the
Security Insurer (unless an Insurer Default shall have occurred and be
continuing), PROVIDED, HOWEVER, that no such delegation or sub-contracting
duties by the Servicer shall relieve the Servicer of its responsibility with
respect to such duties. So long as no Insurer Default shall have occurred and
be continuing, neither OFL or any party acting as Servicer hereunder shall
appoint any subservicer hereunder without the prior written consent of the
Security Insurer, the Indenture Trustee, the Owner Trustee and the Backup
Servicer.

SECTION 7.5. SERVICER AND BACKUP SERVICER NOT TO RESIGN. Subject to
the provisions of Section 7.2, neither the Servicer nor the Backup Servicer
shall resign from the obligations and duties imposed on it by this Agreement as
Servicer or Backup 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 have a material adverse effect on the Servicer or the Backup Servicer, as
the case may be, and the Security Insurer (so long as an Insurer Default shall
not have occurred and be continuing) or a Certificate Majority and Note Majority
(if an Insurer Default shall have occurred and be continuing) does not elect to
waive the obligations of the Servicer or the Backup Servicer, as the case may
be, 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 or Backup Servicer shall be evidenced by an Opinion
of Counsel to such effect delivered and acceptable to the Owner Trustee, the
Indenture Trustee and the Security 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 Security 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. No resignation of the Backup
Servicer shall become effective until, so long as no Insurer Default shall have
occurred and be continuing, an entity acceptable to the Security 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;

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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 and has provided the Opinion of Counsel required by this Section
7.5, the Backup Servicer may petition a court for its removal.

ARTICLE VIII

SERVICER TERMINATION EVENTS

SECTION 8.1. 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 Indenture
Trustee for distribution to Certificateholders or Noteholders any proceeds
or payment required to be so delivered under the terms of this Agreement
(or, if OFL is the Servicer, the Purchase Agreement) 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 Indenture Trustee or (unless an Insurer Default shall
have occurred and be continuing) the Security Insurer or after discovery of
such failure by a Responsible Officer of the Servicer; or

(b) Failure by the Servicer to deliver to the Indenture
Trustee, the Owner Trustee and (so long as an Insurer Default shall not
have occurred and be continuing) the Security Insurer the Servicer's
Certificate by the fourth Business Day prior to the Distribution Date, or
failure on the part of the Servicer to observe its covenants and agreements
set forth in Section 7.2(a); or

(c) 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 (or, if OFL is the Servicer, the
Purchase Agreement), which failure (i) materially and adversely affects the
rights of Certificateholders (determined without regard to the availability
of funds under the Certificate Policy), Noteholders (determined without
regard to the availability of funds under the Note Policy), or of the
Security Insurer (unless an Insurer Default shall have occurred and be
continuing), and (ii) 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 Owner Trustee, the
Indenture Trustee or the Security Insurer (or, if an Insurer Default shall
have occurred and be continuing, any Certificateholder or Noteholder); or

(d) (i) 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

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not dismissed within 60 days; or (ii) the entry of a decree or order for
relief by a court or regulatory authority having jurisdiction in respect of
the Servicer or the Seller 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 the Seller or of
any substantial part of their respective properties or ordering the winding
up or liquidation of the affairs of the Servicer or the Seller; or

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

(f) Any representation, warranty or statement of the Servicer
or the Seller 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
(excluding, however, any representation or warranty set forth in Section
2.5(a)), 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 or the
Seller by the Owner Trustee, the Indenture Trustee or the Security Insurer
(or, if an Insurer Default shall have occurred and be continuing, a
Certificateholder or Noteholder), the circumstances or condition in respect
of which such representation, warranty or statement was incorrect shall not
have been eliminated or otherwise cured; or

(g) So long as an Insurer Default shall not have occurred and
be continuing, the Security Insurer shall not have delivered a Servicer
Extension Notice pursuant to Section 3.14 (in which case the Servicer
Termination Event will be deemed to have occurred as of the last day of the
term of the most recent Servicer Extension Notice received); or

(h) So long as an Insurer Default shall not have occurred and
be continuing, an Insurance Agreement Event of Default shall have occurred;
or

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(i) A claim is made under the Certificate Policy or the Note
Policy.

SECTION 8.2. CONSEQUENCES OF A SERVICER TERMINATION EVENT. If a
Servicer Termination Event shall occur and be continuing, the Security Insurer
(or, if an Insurer Default shall have occurred and be continuing, either the
Indenture Trustee, the Owner Trustee, a Certificate Majority or a Note
Majority), by notice given in writing to the Servicer (and to the Indenture
Trustee and the Owner Trustee if given by the Security Insurer, the Noteholders
or the Certificateholders) may terminate all of the rights and obligations of
the Servicer under this Agreement. On or after (i) the receipt by the Servicer
of such written notice, or (ii) the receipt by the Backup Servicer (or any
alternate successor servicer appointed by the Security Insurer pursuant to
Section 8.3(b)) of written notice from the Security Insurer that the Security
Insurer is not extending the Servicer's term pursuant to Section 3.14, all
authority, power, obligations and responsibilities of the Servicer under this
Agreement, whether with respect to the Certificates, the Notes or the Trust
Property or otherwise, shall be terminated and automatically shall pass to, be
vested in and become obligations and responsibilities of the Backup Servicer (or
such other successor Servicer appointed by the Security Insurer); PROVIDED,
HOWEVER, that the successor Servicer shall have no liability with respect to any
obligation which was required to be performed by the terminated Servicer prior
to the date that the successor Servicer becomes the Servicer or any claim of a
third party based on any alleged action or inaction of the terminated Servicer.
The successor Servicer is authorized and empowered by this Agreement to execute
and deliver, on behalf of the terminated 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 Owner
Trustee as lienholder or secured party on the related Lien Certificates, or
otherwise. The terminated Servicer agrees to cooperate with the successor
Servicer in effecting the termination of the responsibilities and rights of the
terminated Servicer under this Agreement, including, without limitation, the
transfer to the successor Servicer for administration by it of all cash amounts
that shall at the time be held by the terminated Servicer for deposit, or have
been deposited by the terminated Servicer, in the Collection Account or
thereafter received with respect to the Receivables and the delivery to the
successor Servicer of all Receivable Files, Monthly Records and Collection
Records and a computer tape in readable form as of the most recent Business Day
containing all information necessary to enable the successor Servicer or a
successor Servicer to service the Receivables and the other Trust Property. If
requested by the Security Insurer (unless an Insurer Default

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shall have occurred and be continuing), the successor Servicer shall terminate
the Lockbox Agreement and direct the Obligors to make all payments under the
Receivables directly to the successor Servicer (in which event the successor
Servicer shall process such payments in accordance with Section 3.2(e)), or to a
lockbox established by the successor Servicer at the direction of the Security
Insurer (unless an Insurer Default shall have occurred and be continuing), at
the successor Servicer's expense. In addition to any other amounts that are
then payable to the terminated Servicer under this Agreement, the terminated
Servicer shall then be entitled to receive out of Available Funds reimbursements
for any Outstanding Monthly Advances (in accordance with Section 4.4(c)) made
during the period prior to the notice pursuant to this Section 8.2 which
terminates the obligation and rights of the terminated Servicer under this
Agreement. The Owner Trustee, the Indenture Trustee and the successor 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 Owner Trustee, the Indenture Trustee,
the successor Servicer and the Security Insurer reasonable access to the
terminated Servicer's premises at the terminated Servicer's expense.

SECTION 8.3. APPOINTMENT OF SUCCESSOR.

(a) On and after (i) the time the Servicer receives a notice of
termination pursuant to Section 8.2, or (ii) the resignation of the Servicer
pursuant to Section 7.5, or (iii) the receipt by the Backup Servicer (or any
alternate successor servicer appointed by the Security Insurer pursuant to
Section 8.3(b)) of written notice from the Security Insurer that the Security
Insurer is not extending the Servicer's term pursuant to Section 3.14, the
Backup Servicer (unless the Security Insurer shall have exercised its option
pursuant to Section 8.3(b) to appoint an alternate successor Servicer) shall be
the successor in all respects to the Servicer in its capacity as servicer under
this Agreement and the transactions set forth or provided for 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. The Owner Trustee and such
successor shall take such action, 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 8.2 upon
the occurrence of any Servicer Termination Event applicable to it as Servicer
and shall serve from term to term as provided in Section 3.14.

(b) The Security 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 Policies) shall have no liability to the Owner Trustee, the Indenture
Trustee, OFL, the Seller, the Person then serving as Backup Servicer, any
Certificateholder, any Certificate Owner, any Noteholders, any Note Owner 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 Indenture
Trustee, a Note Majority, the Owner Trustee or a Certificate Majority may
petition a court of competent jurisdiction to appoint any Eligible Servicer as
the successor to the Servicer. Pending appointment pursuant to the preceding
sentence, the Backup Servicer shall act as successor

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Servicer unless it is legally unable to do so, in which event the outgoing
Servicer shall continue to act as Servicer until a successor has been appointed
and accepted such appointment. Subject to Section 7.5, 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 8.2 or the resignation of the Servicer pursuant to Section 7.5. If
upon the termination of the Servicer pursuant to Section 8.2 or the resignation
of the Servicer pursuant to Section 7.5, the Security 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 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 as a
result of the Backup Servicer's refusal (in contravention of the terms of this
Agreement) to act as Servicer although it is legally able to do so, the Security
Insurer and such successor Servicer may agree on reasonable additional
compensation to be paid to such successor Servicer by the Backup Servicer, which
additional compensation shall be paid by the Backup Servicer in its individual
capacity and solely out of its own funds. If any successor Servicer is
appointed for any reason other than the Backup Servicer's refusal to act as
Servicer although legally able to do so, the Security Insurer and such successor
Servicer may agree on additional compensation to be paid to such successor
Servicer, which additional compensation shall be payable as provided in the
Spread Account Agreement. If the Backup Servicer is the successor Servicer, the
Backup Servicer shall be entitled to reimbursement, pursuant to Section 4.6(ii),
of reasonable transition expenses, not in excess of $50,000, incurred in acting
as successor Servicer. In addition, any successor Servicer shall be entitled to
reimbursement, as provided in the Spread Account Agreement, of reasonable
transition expenses incurred in acting as successor Servicer.

SECTION 8.4. NOTIFICATION TO CERTIFICATEHOLDERS AND NOTEHOLDERS.
Upon any termination of, or appointment of a successor to, the Servicer pursuant
to this Article VIII, the Owner Trustee shall give prompt written notice thereof
to Certificateholders at their respective addresses appearing in the Certificate
Register and to each Rating Agency, and the Indenture Trustee shall give prompt
written notice thereof to Noteholders at their respective addresses appearing in
the Note Register.

SECTION 8.5. WAIVER OF PAST DEFAULTS. The Security Insurer (or, if
an Insurer Default shall have occurred and be continuing, a Note Majority or
Certificate Majority) may, on behalf of all Holders of Notes and Certificates,
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

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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.

ARTICLE IX

TERMINATION

SECTION 9.1. OPTIONAL PURCHASE OF ALL RECEIVABLES; LIQUIDATION OF
TRUST ESTATE.

(a) On each Determination Date as of which the Aggregate Principal
Balance is less than 10% of the Original Pool Balance, the Servicer and the
Seller each shall have the option to purchase the corpus of the Trust (with the
consent of the Security Insurer, if a claim has previously been made under the
Certificate Policy or the Note Policy or if such purchase would result in a
claim on the Certificate Policy or the Note Policy or if such purchase would
result in any amount owing to the Security Insurer remaining unpaid); PROVIDED,
HOWEVER, that the amount to be paid for such purchase (as set forth in the
following sentence) shall be sufficient to pay the full amount of principal,
premium, if any, and interest then due and payable on the Notes. To exercise
such option, the Servicer or the Seller, as the case may be, 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 or the Seller, as the case may be, and the Security
Insurer (or the Indenture Trustee, if an Insurer Default shall have accrued and
be continuing), and 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. The party exercising such option to
repurchase shall deposit the aggregate Purchase Amounts for the Receivables and
the amount of the appraised value of any other property held as part of the
Trust into the Collection Account, and the Indenture Trustee shall distribute
the amounts so deposited in accordance with Section 4.6.

(b) Upon any sale of the assets of the Trust pursuant to Section 9.2
of the Trust Agreement, the Owner Trustee shall instruct the Indenture Trustee
to deposit the proceeds from such sale after all payments and reserves therefrom
have been made (the "Insolvency Proceeds") in the Collection Account. On the
Distribution Date on which the Insolvency Proceeds are deposited in the
Collection Account (or, if such proceeds are not so deposited on a Distribution
Date, on the Distribution Date immediately following such deposit), the Owner
Trustee shall instruct the Indenture Trustee to make the following deposits
(after the application on such Distribution Date of the Available Funds) from
the Insolvency Proceeds:

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(i) to the Note Distribution Account, any portion of the
Noteholders' Interest Distributable Amount not otherwise deposited into the
Note Distribution Account on such Distribution Date;

(ii) to the Note Distribution Account, the Class A-1 Prepayment
Premium, Class A-2 Prepayment Premium, Class A-3 Prepayment Premium, Class
A-4 Prepayment Premium and Class A-5 Prepayment Premium (only to the extent
of the amount of Liquidated Damages (as defined in the Purchase Agreement)
received by the Trust from the Seller)

(iii) to the Note Distribution Account, the outstanding
principal balance of the Notes (after giving effect to the reduction in the
outstanding principal balance of the Notes to result from the deposits
otherwise made in the Note Distribution Account on such Distribution Date);

(iv) to the Certificate Distribution Account, any portion of
the Certificateholders' Interest Distributable Amount not otherwise
deposited into the Certificate Distribution Account on such Distribution
Date;

(v) to the Certificate Distribution Account, the Certificate
Prepayment Premium (only to the extent of the amount of Liquidated Damages
(as defined in the Purchase Agreement) received by the Trust from the
Seller; and

(vi) to the Certificate Distribution Account, the Certificate
Balance (after giving effect to the reduction in the Certificate Balance to
result from the deposits otherwise made in the Certificate Distribution
Account on such Distribution Date).

Any Insolvency Proceeds remaining after the deposits described above shall be
paid, first, to the Security Insurer, to the extent of any amounts owing to the
Security Insurer under the Insurance Agreement and not paid, whether or not OFL
is obligated to pay such amounts, and second to the Collateral Agent for deposit
in the Spread Account.

(c) Notice of any termination of the Trust shall be given by the
Servicer to the Owner Trustee and the Indenture Trustee as soon as practicable
after the Servicer has received notice thereof.

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ARTICLE X

MISCELLANEOUS PROVISIONS

SECTION 10.1. AMENDMENT.

(a) This Agreement may be amended by the Seller, the Servicer and the
Trust, with the prior written consent of the Indenture Trustee and the Security
Insurer (so long as an Insurer Default shall not have occurred and be
continuing) but without the consent of any of the Noteholders or
Certificateholders, (i) to cure any ambiguity, (ii) to correct or supplement any
provisions in this Agreement or (iii) for the purpose of adding any provision to
or changing in any manner or eliminating any provision of this Agreement or of
modifying in any manner the rights of the Noteholders or the Certificateholders;
PROVIDED, HOWEVER, that such action shall not, as evidenced by an Opinion of
Counsel, adversely affect in any material respect the interests of the
Noteholders or Certificateholders.

(b) This Agreement may also be amended from time to time by the
Seller, the Servicer and the Trust with the prior written consent of the
Indenture Trustee and the Security Insurer (so long as an Insurer Default shall
not have occurred and be continuing) and with the consent of a Certificate
Majority and a Note Majority (which consent of any Holder of a Certificate or
Note given pursuant to this Section or pursuant to any other provision of this
Agreement shall be conclusive and binding on such Holder and on all future
Holders of such Certificate or Note and of any Certificate or Note issued upon
the transfer thereof or in exchange thereof or in lieu thereof whether or not
notation of such consent is made upon the Certificate or Note) 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
Holders of Certificates or Notes; PROVIDED, HOWEVER, that, subject to the
express rights of the Security Insurer under the Related Documents, including
its rights to agree to certain modifications of the Receivables pursuant to
Section 3.2 and its rights to cause the Indenture Collateral Agent to liquidate
the Collateral under the circumstances and subject to the provisions of Section
5.04 of the Indenture, 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 required to be made on any Certificate
or Note or the Pass-Through Rate, Class A-1 Interest Rate, Class A-2 Interest
Rate, Class A-3 Interest Rate, Class A-4 Interest Rate or Class A-5 Interest
Rate, (b) amend any provisions of Section 4.6 in such a manner as to affect the
priority of payment of interest, principal or premium to Noteholders or
Certificateholders, or (c) reduce the aforesaid percentage required to consent
to any such amendment or any waiver hereunder, without the consent of the
Holders of all Certificates or Notes then outstanding.

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

(e) It shall not be necessary for the consent of Certificateholders
or Noteholders pursuant to Section 10.1(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 and Noteholders provided for in this
Agreement) and of evidencing the authorization of the execution thereof by
Certificateholders or Noteholders shall be subject to such reasonable
requirements as the Owner Trustee or Indenture Trustee, as applicable, may
prescribe, including the establishment of record dates.

(f) Prior to the execution of any amendment to this Agreement, the
Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel
stating that the execution of such amendment is authorized or permitted by this
Agreement, in addition to the Opinion of Counsel referred to in Section 10.2(i).
The Owner Trustee may, but shall not be obligated to, enter into any such
amendment which affects the Owner Trustee's own rights, duties or immunities
under this Agreement or otherwise.

SECTION 10.2. PROTECTION OF TITLE TO TRUST PROPERTY.

(a) The Servicer 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 Owner Trustee and the
Indenture Collateral Agent in the Trust Property and in the proceeds thereof.
The Servicer shall deliver (or cause to be delivered) to the Owner Trustee, the
Indenture Collateral Agent and the Security 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 Seller, the Servicer nor the Trust 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 Seller 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 Owner Trustee, the
Indenture Trustee and the Security Insurer (so long as an Insurer Default shall
not have occurred and be continuing) at least 60 days' prior written notice
thereof, and

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<PAGE>

shall promptly file appropriate amendments to all previously filed financing
statements and continuation statements.

(c) Each of the Seller, the Servicer and the Trust shall give the
Owner Trustee, the Indenture Trustee and the Security 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.

(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 so that, from
and after the time of sale under this Agreement of the Receivables to the Trust,
the Servicer's master computer records (including any backup archives) that
refer to any Receivable indicate clearly (with reference to the particular
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 or Servicer.

(f) If at any time the Seller 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 print-outs (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 or
Servicer.

(g) The Servicer shall permit the Owner Trustee, the Indenture
Trustee, the Backup Servicer, the Security Insurer 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 Owner Trustee, the Indenture
Trustee, the Backup Servicer and the Security 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.

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Upon request, the Servicer shall furnish a copy of any list to the Seller. The
Owner 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 Seller and the Servicer shall deliver to the Owner Trustee,
the Indenture Trustee and the Security 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 10.2(b) or (c), an Opinion of Counsel either (a) stating that, in the
opinion of such Counsel, all financing statements and continuation statements
have been executed and filed that are necessary fully to preserve and protect
the interest of the Owner Trustee and the Indenture Collateral Agent in the
Receivables and the other Trust Property, 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 such action is
necessary to preserve and protect such interest.

(j) The Servicer shall deliver to the Owner Trustee, the Indenture
Trustee and the Security 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 Trust and the Indenture Collateral Agent 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 10.3. 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 10.4. 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 Notes or the respective rights of the Holders thereof.

SECTION 10.5. ASSIGNMENT. Notwithstanding anything to the contrary
contained in this Agreement, except as provided in Section 7.2 or Section 8.2
(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

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<PAGE>

Seller or the Servicer without the prior written consent of the Owner Trustee,
the Indenture Trustee and the Security Insurer (or, if an Insurer Default shall
have occurred and be continuing, the Owner Trustee, the Indenture Trustee, a
Note Majority and a Certificate Majority).

SECTION 10.6. 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. The Security 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 to enforce such provisions of
this Agreement so long as no Insurer Default shall have occurred and be
continuing. Nothing in this Agreement, express or implied, shall give to any
Person, other than the parties hereto and their successors hereunder, any
benefit or any legal or equitable right, remedy or claim under this Agreement.
Except as expressly stated otherwise herein or in the Related Documents, any
right of the Security Insurer to direct, appoint, consent to, approve of, or
take any action under this Agreement, shall be a right exercised by the Security
Insurer in its sole and absolute discretion.

SECTION 10.7. DISCLAIMER BY SECURITY INSURER. The Security Insurer
may disclaim any of its rights and powers under this Agreement (but not its
duties and obligations under the Policies) upon delivery of a written notice to
the Owner Trustee and the Indenture Trustee.

SECTION 10.8. COUNTERPARTS. For the purpose of facilitating its
execution and for other purposes, 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 10.9. INTENTION OF PARTIES.

(a) The execution and delivery of this Agreement shall constitute an
acknowledgement by the Seller, that it is intended that the assignment and
transfer herein contemplated constitute a sale and assignment outright, and not
for security, of the Receivables and the other Trust Property, conveying good
title thereto free and clear of any Liens, from the Seller to the Trust, and
that the Receivables and the other Trust Property shall not be a part of the
Seller's estate in the event of the insolvency, receivership, conservatorship or
the occurrence of another similar event, of, or with respect to, the Seller. In
the event that such conveyance is determined to be made as security for a loan
made by the Trust or the Certificateholders to the Seller, the Seller intends
that it shall have granted to the Owner Trustee a first priority security
interest in all of the Seller's right, title and interest in and to the Trust
Property conveyed to the Trust pursuant to Sections 2.1 and 2.4 of this
Agreement, and that this Agreement shall constitute a security agreement under
applicable law.

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(b) The execution and delivery of this Agreement shall constitute an
acknowledgement by the Seller and the Owner Trustee on behalf of the
Certificateholders that they intend to establish (for Federal tax purposes) a
trust taxable as a partnership, 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.

SECTION 10.10. NOTICES. All demands, notices and communications
under this Agreement shall be in writing, personally delivered or mailed by
certified mail-return receipt requested, and shall be deemed to have been duly
given upon receipt (a) in the case of OFL, the Seller or the Servicer, at the
following address: Olympic Receivables Finance Corp., 7825 Washington Avenue
South, Suite 410, Minneapolis, Minnesota 55439-2435, with copies to: Olympic
Financial Ltd., 7825 Washington Avenue South, Minneapolis, Minnesota 55439-
2435, Attention: John A. Witham, (b) in the case of the Owner Trustee, at the
Corporate Trust Office (with a copy to Mellon Bank (DE), National Association, 2
Mellon Bank Center, Pittsburgh, Pennsylvania 15259, Attention: Corporate Trust
Group, Telecopy No. (412) 234-9169), (c) in the case of the Indenture Trustee
and, for so long as the Indenture Trustee is the Backup Servicer or the
Collateral Agent, at Sixth Street and Marquette Avenue, Minneapolis, Minnesota
55479-0070, Attention: Corporate Trust Services--Asset Backed Administration,
(d) in the case of each Rating Agency, 99 Church Street, New York, New York
10007 (for Moody's) and 26 Broadway, New York, New York 10004 (for Standard &
Poor's), Attention: Asset-Backed Surveillance, and (e) in the case of the
Security Insurer, Financial Security Assurance Inc., 350 Park Avenue, New York,
New York 10022, Attention: Surveillance Department, Telex No.: (212) 688-3103,
Confirmation: (212) 826-0100, Telecopy Nos.: (212) 339-3518, (212) 339-3529
(in each case in which notice or other communication to Financial Security
refers to an Event of Default, a claim on the Note Policy or the Certificate
Policy or with respect to which failure on the part of Financial Security to
respond shall be deemed to constitute consent or acceptance, then a copy of such
notice or other communication should also be sent to the attention of the
General Counsel and the Head-Financial Guaranty Group "URGENT MATERIAL
ENCLOSED"), 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 or a Noteholder shall be given by first class
mail, postage prepaid, at the address of such Holder as shown in the Certificate
Register or the Note Register (as the case may be), 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 or the Noteholder
receives such notice.

SECTION 10.11. LIMITATION OF LIABILITY. It is expressly understood
and agreed by the parties hereto that (a) this Agreement is executed and
delivered by Mellon Bank (DE), National Association, not individually or
personally but solely as Owner Trustee of the Trust under the Trust Agreement,
in the exercise of the powers and authority conferred and vested in it, (b) each
of the representations,

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undertakings and agreements herein made on the part of the Trust is made and
intended not as personal representations, undertakings and agreements by Mellon
Bank (DE), National Association but is made and intended for the purpose for
binding only the Trust, (c) nothing herein contained shall be construed as
creating any liability on Mellon Bank (DE), National Association, individually
or personally, to perform any covenant either expressed or implied contained
herein, all such liability, if any, being expressly waived by the parties to
this Agreement and by any person claiming by, through or under them and
(d) under no circumstances shall Mellon Bank (DE), National Association be
personally liable for the payment of any indebtedness or expenses of the Trust
or be liable for the breach or failure of any obligation, representation,
warranty or covenant made or undertaken by the Trust under this Agreement or any
related documents.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Issuer, the Seller, OFL, the Servicer and the
Backup Servicer have caused this Sale and Servicing Agreement to be duly
executed by their respective officers as of the day and year first above
written.

ISSUER:
OLYMPIC AUTOMOBILE RECEIVABLES
TRUST, 1996-C

By MELLON BANK (DE),
NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Owner Trustee

By /s/ E. D. Renn
----------------------------------------
Name: E. D. Renn
Title: Vice President

SELLER:
OLYMPIC RECEIVABLES FINANCE CORP.

By /s/ John A. Witham
----------------------------------------
Name: John A. Witham
Title: Senior Vice President and Chief
Financial Officer

OLYMPIC FINANCIAL LTD.
In its individual capacity and as Servicer

By /s/ John A. Witham
----------------------------------------
Name: John A. Witham
Title: Executive Vice President and
Chief Financial Officer

BACKUP SERVICER:
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION

By /s/ Thomas D. Wraalstad
----------------------------------------
Name: Thomas D. Wraalstad
Title: Corporate Trust Officer
Acknowledged and Accepted:
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION,
not in its individual capacity but as Indenture Trustee

By /s/ Thomas D. Wraalstad
--------------------------------------
Name: Thomas D. Wraalstad
Title: Corporate Trust Officer

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EXHIBIT 4.4

EXECUTION COPY

RECEIVABLES PURCHASE AGREEMENT AND ASSIGNMENT

between

OLYMPIC RECEIVABLES FINANCE CORP.
Purchaser

and

OLYMPIC FINANCIAL LTD.
Seller

dated as of

September 1, 1996

<PAGE>

TABLE OF CONTENTS

Page
----

ARTICLE I DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.1 General. . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.2 Specific Terms . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 1.3 Usage of Terms . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 1.4 Certain References . . . . . . . . . . . . . . . . . . . . 4
SECTION 1.5 No Recourse. . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 1.6 Action by or Consent of Noteholders or
Certificateholders . . . . . . . . . . . . . . . . . . . . 5
SECTION 1.7 Material Adverse Effect. . . . . . . . . . . . . . . . . . 5

ARTICLE II CONVEYANCE OF THE INITIAL RECEIVABLES AND THE INITIAL OTHER
CONVEYED PROPERTY. . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 2.1 Conveyance of the Initial Receivables and the Initial
Other Conveyed Property. . . . . . . . . . . . . . . . . . 5
SECTION 2.2 Purchase Price of Initial Receivables. . . . . . . . . . . 6
SECTION 2.3 Conveyance of Subsequent Receivables and Subsequent
Other Conveyed Property. . . . . . . . . . . . . . . . . . 6

ARTICLE III REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . 8
SECTION 3.1 Representations and Warranties of OFL. . . . . . . . . . . 8
SECTION 3.2 Representations and Warranties of ORFC . . . . . . . . . . 10

ARTICLE IV COVENANTS OF OFL 12
SECTION 4.1 Protection of Title of ORFC and the Trust. . . . . . . . . 12
SECTION 4.2 Other Liens or Interests . . . . . . . . . . . . . . . . . 14
SECTION 4.3 Costs and Expenses . . . . . . . . . . . . . . . . . . . . 14
SECTION 4.4 Indemnification. . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE V REPURCHASES. . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 5.1 Repurchase of Receivables Upon Breach of Warranty. . . . . 17
SECTION 5.2 Reassignment of Purchased Receivables. . . . . . . . . . . 17
SECTION 5.3 Waivers. . . . . . . . . . . . . . . . . . . . . . . . . . 18

ARTICLE VI MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 6.1 Liability of OFL . . . . . . . . . . . . . . . . . . . . . 18
SECTION 6.2 Failure of OFL to Sell Subsequent Receivables. . . . . . . 18
SECTION 6.3 Merger or Consolidation of OFL or ORFC . . . . . . . . . . 18
SECTION 6.4 Limitation on Liability of OFL and Others. . . . . . . . . 19
SECTION 6.5 OFL May Own Notes or Certificates. . . . . . . . . . . . . 19
SECTION 6.6 Amendment. . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 6.7 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 6.8 Merger and Integration . . . . . . . . . . . . . . . . . . 21
SECTION 6.9 Severability of Provisions . . . . . . . . . . . . . . . . 21
SECTION 6.10 Intention of the Parties . . . . . . . . . . . . . . . . . 21

<PAGE>

SECTION 6.11 Governing Law. . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 6.12 Counterparts . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 6.13 Conveyance of the Initial Receivables and the Initial
Other Conveyed Property to the Trust . . . . . . . . . . . 22
SECTION 6.14 Nonpetition Covenant . . . . . . . . . . . . . . . . . . . 22

SCHEDULES

Schedule A --Schedule of Initial Receivables

Schedule B --Representations and Warranties of OFL

<PAGE>

RECEIVABLES PURCHASE AGREEMENT AND ASSIGNMENT

THIS RECEIVABLES PURCHASE AGREEMENT AND ASSIGNMENT, dated as of
September 1, 1996, executed between Olympic Receivables Finance Corp., a
Delaware corporation, as purchaser ("ORFC"), and Olympic Financial Ltd., a
Minnesota corporation, as seller ("OFL").

W I T N E S S E T H:

WHEREAS, ORFC has agreed to purchase from OFL and OFL, pursuant to one
or more Assignments pursuant to a Receivables Purchase Agreement and Assignment,
dated as of August 1, 1994, between ORFC and OFL (the "Telluride Purchase
Agreement"), has transferred to ORFC certain of the Initial Receivables and
Initial Other Conveyed Property;

WHEREAS, ORFC has agreed to purchase from OFL and OFL, pursuant to
this Agreement, is transferring to ORFC the remainder of the Initial Receivables
and Initial Other Conveyed Property; and

WHEREAS, ORFC has agreed to purchase (or has purchased) from OFL and
OFL has agreed to transfer (or has transferred) to ORFC the Subsequent
Receivables and Subsequent Other Conveyed Property in an amount set forth
herein.

NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter contained, and for other good and valuable consideration,
the receipt of which is acknowledged, ORFC and OFL, intending to be legally
bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.1 GENERAL. The specific terms defined in this Article
include the plural as well as the singular. The words "herein," "hereof" and
"hereunder" and other words of similar import refer to this Agreement as a whole
and not to any particular Article, Section or other subdivision, and Article,
Section, Schedule and Exhibit references, unless otherwise specified, refer to
Articles and Sections of and Schedules and Exhibits to this Agreement.
Capitalized terms used herein without definition shall have the respective
meanings assigned to such terms in the Sale and Servicing Agreement, dated as of
September 1, 1996, by and among Olympic Receivables Finance Corp. (as Seller),
Olympic Financial Ltd. (in its individual capacity and as Servicer), Olympic
Automobile Receivables Trust, 1996-C (as Issuer) (the "Trust") and Norwest Bank
Minnesota, National Association, a national banking association (as Backup
Servicer).

<PAGE>

SECTION 1.2 SPECIFIC TERMS. Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires, shall have
the following meanings:

"AGREEMENT" shall mean this Receivables Purchase Agreement and
Assignment and all amendments hereof and supplements hereto.

"CLOSING DATE" means September 12, 1996.

"INDENTURE TRUSTEE" means Norwest Bank Minnesota, National
Association, a national banking association, as trustee and indenture collateral
agent under the Indenture, dated as of September 1, 1996, between the Trust, the
Indenture Trustee and the Indenture Collateral Agent.

"INITIAL OTHER CONVEYED PROPERTY" means all monies at any time paid or
payable on the Initial Receivables or in respect thereof after the Initial
Cutoff Date (including amounts due on or before the Initial Cutoff Date but
received by OFL after the Initial Cutoff Date), an assignment of security
interests in the Financed Vehicles, the Collection Account (including all
Eligible Investments therein and all proceeds therefrom), the Subcollection
Account, the Insurance Policies and any proceeds from any Insurance Policies
relating to the Initial Receivables, the Obligors or the related Financed
Vehicles, including rebates of premiums, rights under any Collateral Insurance
and any Force-Placed Insurance relating to the Initial Receivables, an
assignment of the rights of OFL against Dealers with respect to the Initial
Receivables under the Dealer Agreements and the Dealer Assignments, all items
contained in the Receivable Files relating to the Initial Receivables, any and
all other documents or electronic records that OFL keeps on file in accordance
with its customary procedures relating to the Initial Receivables, the Obligors
or the related Financed Vehicles, property (including the right to receive
future Liquidation Proceeds) that secures an Initial Receivable and that has
been acquired by or on behalf of the Trust pursuant to liquidation of such
Initial Receivable, and all proceeds of the foregoing.

"INITIAL RECEIVABLES" means the Receivables listed on the Schedule of
Initial Receivables attached hereto as Schedule A.

"INITIAL SPREAD ACCOUNT DEPOSIT" means $7,250,000.00.

"INSURANCE AGREEMENT" means the Insurance and Indemnity Agreement,
dated as of September 12, 1996, among the Security Insurer, the Trust, Olympic
First GP Inc., Olympic Second GP Inc., ORFC and OFL.

"LIQUIDATED DAMAGES" means an amount equal to the sum of the Class A-1
Prepayment Premium, the Class A-2 Prepayment Premium, the Class A-3 Prepayment
Premium, the Class A-4 Prepayment Premium, the Class A-5 Prepayment Premium and
the Certificate Prepayment Premium.

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"OTHER CONVEYED PROPERTY" means the Initial Other Conveyed Property
conveyed by OFL to ORFC pursuant to this Agreement together with any and all
Subsequent Other Conveyed Property conveyed by OFL to ORFC pursuant to each
Subsequent Purchase Agreement.

"OWNER TRUSTEE" means Mellon Bank (DE), National Association, a
Delaware corporation, not in its individual capacity but solely as trustee of
the Trust and any successor trustee appointed and acting pursuant to the Trust
Agreement.

"RELATED DOCUMENTS" means the Notes, the Certificates, the Custodian
Agreement, the Trust Agreement, the Administration Agreement, the Indenture,
each Subsequent Purchase Agreement, the Sale and Servicing Agreement, each
Subsequent Transfer Agreement, the Policies, the Spread Account Agreement, the
Insurance Agreement, the Lockbox Agreement and the Underwriting Agreement among
OFL, ORFC and the underwriters of the Notes and the Certificates. 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.

"REPURCHASE EVENT" means the occurrence of a breach of any of OFL's
representations and warranties hereunder or under any Subsequent Purchase
Agreement or any other event which requires the repurchase of a Receivable by
OFL under the Sale and Servicing Agreement.

"SALE AND SERVICING AGREEMENT" means the Sale and Servicing Agreement,
dated as of September 1, 1996, executed and delivered by Olympic Receivables
Finance Corp., as Seller, Olympic Financial Ltd., in its individual capacity and
as Servicer, Olympic Automobile Receivables Trust, 1996-C, as Issuer, and
Norwest Bank Minnesota, National Association, as Backup Servicer.

"SCHEDULE OF INITIAL RECEIVABLES" means the schedule of all retail
installment sales contracts and promissory notes sold and transferred pursuant
to this Agreement which is attached hereto as Schedule A.

"SCHEDULE OF RECEIVABLES" means the Schedule of Initial Receivables
attached hereto as Schedule A as supplemented by each Schedule of Subsequent
Receivables attached to each Subsequent Purchase Agreement as Schedule A.

"SCHEDULE OF REPRESENTATIONS" means the Schedule of Representations
and Warranties attached hereto as Schedule B.

"SCHEDULE OF SUBSEQUENT RECEIVABLES" means the schedule of all retail
installment sales contracts and promissory notes sold and transferred pursuant
to a Subsequent Purchase Agreement which is attached to such Subsequent Purchase
Agreement as Schedule A, which Schedule of Subsequent Receivables shall
supplement the Schedule of Initial Receivables.

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"SPREAD ACCOUNT" means the Spread Account established and maintained
pursuant to the Spread Account Agreement. The Spread Account shall in no event
be deemed to be part of the Trust Property.

"SPREAD ACCOUNT AGREEMENT" means the Spread Account Agreement, dated
as of March 25, 1993, as amended and restated as of September 12, 1996, among
OFL, ORFC, the Security Insurer, the Collateral Agent and the trustees specified
therein, as the same may be amended, supplemented or otherwise modified in
accordance with the terms thereof.

"SUBSEQUENT OTHER CONVEYED PROPERTY" means the Subsequent Other
Conveyed Property conveyed by OFL to ORFC pursuant to each Subsequent Purchase
Agreement.

"SUBSEQUENT RECEIVABLES" means the Receivables specified in the
Schedule of Subsequent Receivables attached as Schedule A to each Subsequent
Purchase Agreement.

"TRUST" means the trust created by the Trust Agreement, the estate of
which consists of the Trust Property.

"TRUST PROPERTY" means the property and proceeds of every description
conveyed pursuant to Section 2.5 of the Trust Agreement, Sections 2.1 and 2.4 of
the Sale and Servicing Agreement and Section 2.1 hereof and pursuant to any
Subsequent Purchase Agreement and Subsequent Transfer Agreement, together with
the Certificate Policy and the Trust Accounts (including all Eligible
Investments therein and all proceeds therefrom). Although ORFC has pledged the
Spread Account to the Collateral Agent pursuant to the Spread Account Agreement,
the Spread Account shall not under any circumstances be deemed to be a part of
or otherwise includable in the Trust or the Trust Property.

SECTION 1.3 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 gender; 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 or the Sale and
Servicing Agreement; references to Persons include their permitted successors
and assigns; and the terms "include" or "including" mean "include without
limitation" or "including without limitation."

SECTION 1.4 CERTAIN REFERENCES. All references to the Principal
Balance of a Receivable as of an Accounting Date shall refer to the close of
business on such day, or as of the first day of a Monthly Period shall refer to
the opening of

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business on such day. All references to the last day of a Monthly Period shall
refer to the close of business on such day.

SECTION 1.5 NO RECOURSE. Without limiting the obligations of OFL
hereunder, 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 OFL, or
of any predecessor or successor of OFL.

SECTION 1.6 ACTION BY OR CONSENT OF NOTEHOLDERS OR
CERTIFICATEHOLDERS. Whenever any provision of this Agreement refers to action
to be taken, or consented to, by Noteholders or Certificateholders, such
provision shall be deemed to refer to Noteholders or Certificateholders, as the
case may be, of record as of the Record Date immediately preceding the date on
which such action is to be taken, or consent given, by Noteholders or
Certificateholders, as the case may be. Solely for the purposes of any action
to be taken, or consented to, by Noteholders or Certificateholders, any Note or
Certificate registered in the name of the Seller, OFL or any Affiliate thereof
shall be deemed not to be outstanding, and the related Outstanding Amount, or
Certificate Balance, as applicable, evidenced thereby shall not be taken into
account in determining whether the requisite Outstanding Amount, or Certificate
Balance necessary to effect any such action or consent has been obtained;
PROVIDED, HOWEVER, that, solely for the purpose of determining whether the
Indenture Trustee or Owner Trustee is entitled to rely upon any such action or
consent, only Notes or Certificates which the Indenture Trustee or Owner Trustee
knows to be so owned shall be so disregarded.

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 Noteholders or Certificateholders (or any similar or
analogous determination), such determination shall be made without taking into
account the funds available from claims under the Policies.

ARTICLE II

CONVEYANCE OF THE INITIAL RECEIVABLES
AND THE INITIAL OTHER CONVEYED PROPERTY

SECTION 2.1 CONVEYANCE OF THE INITIAL RECEIVABLES AND THE INITIAL
OTHER CONVEYED PROPERTY. Subject to the terms and conditions of this Agreement,
OFL hereby sells, transfers, assigns, and otherwise conveys to ORFC without
recourse (but without limitation of its obligations in this Agreement), and ORFC
hereby purchases, all right, title and interest of OFL in and to the Initial
Receivables and the Initial Other Conveyed Property. OFL and ORFC acknowledge
that certain of the Initial Receivables and Initial Other Conveyed Property have
previously been

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sold, transferred, assigned and conveyed to ORFC pursuant to the Telluride
Purchase Agreement, and OFL hereby confirms such prior sale, transfer,
assignment and conveyance. It is the intention of OFL and ORFC that the
transfer and assignment contemplated by this Agreement shall constitute a sale
of the Initial Receivables and the Initial Other Conveyed Property from OFL to
ORFC, conveying good title thereto free and clear of any Liens, and the Initial
Receivables and the Initial Other Conveyed Property shall not be part of OFL's
estate in the event of the filing of a bankruptcy petition by or against OFL
under any bankruptcy or similar law.

SECTION 2.2 PURCHASE PRICE OF INITIAL RECEIVABLES. Simultaneously
with the conveyance of the Initial Receivables and the Initial Other Conveyed
Property to ORFC, ORFC has paid or caused to be paid to or upon the order of OFL
approximately $506,725,115.59 by wire transfer of immediately available funds
(representing the proceeds to ORFC from the sale of the Initial Receivables
after (i) deducting expenses of $725,000 incurred by ORFC in connection with
such sale, (ii) depositing the Pre-Funded Amount in the Pre-Funding Account and
(iii) depositing the Reserve Amount in the Reserve Account).

SECTION 2.3 CONVEYANCE OF SUBSEQUENT RECEIVABLES AND SUBSEQUENT OTHER
CONVEYED PROPERTY.

(a) Subject to the conditions set forth in paragraph (b) below and
the terms and conditions in the related Subsequent Purchase Agreement, in
consideration of OFL's delivery on the related Subsequent Transfer Date to or
upon the order of ORFC of an amount equal to the purchase price of the
Subsequent Receivables (as set forth in the related Subsequent Purchase
Agreement), OFL hereby agrees to sell, transfer, assign, and otherwise convey to
ORFC without recourse (but without limitation of its obligations in this
Agreement and the related Subsequent Purchase Agreement), and ORFC hereby agrees
to purchase all right, title and interest of OFL in and to the Subsequent
Receivables and the Subsequent Other Conveyed Property described in the related
Subsequent Purchase Agreement.

(b) OFL shall transfer to ORFC, and ORFC shall acquire, the
Subsequent Receivables and the Subsequent Other Conveyed Property to be
transferred on any Subsequent Transfer Date only upon the satisfaction of each
of the following conditions on or prior to such Subsequent Transfer Date:

(i) ORFC shall have provided the Owner Trustee, the Indenture
Trustee, the Security Insurer and the Rating Agencies with a timely
Addition Notice and shall have provided any information reasonably
requested by any of the foregoing with respect to the Subsequent
Receivables;

(ii) the Funding Period shall not have terminated;

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(iv) ORFC shall have delivered to OFL a duly executed Subsequent
Receivables Purchase Agreement and Assignment, in substantially the form of
Exhibit A hereto (the "Subsequent Purchase Agreement"), which shall include
a Schedule of Subsequent Receivables;

(v) as of each Subsequent Transfer Date, neither OFL nor ORFC
was insolvent nor will either of them have been made insolvent by such
transfer nor is either of them aware of any pending insolvency;

(vi) each Rating Agency shall have notified ORFC, the Owner
Trustee, the Indenture Trustee and the Security Insurer in writing that
following such transfer the Notes and the Certificates will be rated in the
highest rating category by such Rating Agency;

(vii) such addition will not result in a material adverse tax
consequence to the Trust, the Noteholders or the Certificateholders as
evidenced by an Opinion of Counsel to be delivered by OFL;

(viii) ORFC shall have delivered to the Rating Agencies and to
the Security Insurer one or more Opinions of Counsel with respect to the
transfer of the Subsequent Receivables substantially in the form of the
Opinions of Counsel delivered to such persons on the Closing Date;

(ix) (A) the Receivables in the Trust, including the Subsequent
Receivables to be conveyed by OFL to ORFC and, in turn, by ORFC to the
Trust on the Subsequent Transfer Date, shall meet the following criteria
(based on the characteristics of the Initial Receivables on the Initial
Cutoff Date and the Subsequent Receivables on each related Subsequent
Cutoff Date): (1) the weighted average APR of such Receivables will not be
less than 13.58%, (2) the weighted average remaining term of such
Receivables will not be more than 67 nor less than 63 months, (3) not more
than 80% of the Aggregate Principal Balances of such Receivables will
represent used Financed Vehicles, (4) not more than 40% of the Aggregate
Principal Balance of such Receivables will represent Receivables originated
under OFL's "Classic" program, (5) not more than 2% of the Principal
Balance of such Receivables will have an Annual Percentage Rate in excess
of 21%, (6) not more than 0.25% of the Aggregate Principal Balance of such
Receivables will represent loans on Financed Vehicles in excess of
$50,000.00, (7) not more than 3.0% of the Aggregate Principal Balance of
such Receivables will represent loans with original terms greater than 72
months and (8) not more

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than 4.0% of the Aggregate Principal Balance of such Receivables will
represent loans secured by Financed Vehicles that previously secured a loan
originated by OFL with an obligor other than the current Obligor, and
(B) the Trust, the Owner Trustee, the Indenture Trustee and the Security
Insurer shall have received written confirmation from a firm of certified
independent public accountants as to the satisfaction of such criteria;

(x) OFL shall have taken any action necessary, or if requested
by the Security Insurer, advisable to maintain the first perfected
ownership interest of the Trust in the Trust Property and the first
perfected security interest of ORFC in the Subsequent Receivables and the
Subsequent Other Conveyed Property, the Trust in the Trust Property and the
first perfected security interest of the Indenture Collateral Agent in the
Indenture Collateral;

(xi) OFL is conveying Subsequent Receivables to the Seller in
substantially the order they were originated by OFL; and

(xii) no selection procedures believed by OFL to be adverse to
the interests of the Certificateholders or the Noteholders shall have been
utilized in selecting the Subsequent Receivables.

It is the intention of OFL and ORFC that the transfer and assignment
contemplated by this Agreement and the related Subsequent Purchase Agreement
shall constitute a sale of the Subsequent Receivables and the Subsequent Other
Conveyed Property from OFL to ORFC, conveying good title thereto free and clear
of any Liens, and the Subsequent Receivables and the Subsequent Other Conveyed
Property shall not be part of OFL's estate in the event of the filing of a
bankruptcy petition by or against OFL under any bankruptcy or similar law.

(c) OFL covenants to transfer to ORFC pursuant to paragraph (a) above
Subsequent Receivables with an aggregate Principal Balance equal to
$216,007,552.95; PROVIDED, HOWEVER, that the sole remedy of ORFC with respect to
a failure of such covenant shall be to enforce the provisions of Section 6.2 of
this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

SECTION 3.1 REPRESENTATIONS AND WARRANTIES OF OFL. OFL makes the
following representations and warranties, on which ORFC relies in purchasing the
Initial Receivables and the Initial Other Conveyed Property and in transferring
the Initial Receivables and the Initial Other Conveyed Property to the Trust
under the Sale and Servicing Agreement and on which the Security Insurer will
rely in issuing the Policies. Such representations are made as of the execution
and delivery

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<PAGE>

of this Agreement, but shall survive the sale, transfer and assignment of the
Initial Receivables and the Initial Other Conveyed Property hereunder and the
sale, transfer and assignment thereof by ORFC to the Trust under the Sale and
Servicing Agreement. OFL and ORFC agree that ORFC will assign to the Trust all
of ORFC's rights under this Agreement and that the Trust will thereafter be
entitled to enforce this Agreement against OFL in the Trust's own name.

(a) SCHEDULE OF REPRESENTATIONS. The representations and warranties
set forth on the Schedule of Representations are true and correct.

(b) ORGANIZATION AND GOOD STANDING. OFL has been duly organized and
is validly existing as a corporation in good standing under the laws of the
State of Minnesota, 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 Initial
Receivables and the Initial Other Conveyed Property transferred to ORFC.

(c) DUE QUALIFICATION. OFL 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.

(d) POWER AND AUTHORITY. OFL 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; OFL has full power and authority to
sell and assign the Initial Receivables and the Initial Other Conveyed
Property to be sold and assigned to and deposited with ORFC hereunder and
has duly authorized such sale and assignment to ORFC by all necessary
corporate action; and the execution, delivery and performance of this
Agreement and OFL's Related Documents have been duly authorized by OFL by
all necessary corporate action.

(e) VALID SALE; BINDING OBLIGATIONS. This Agreement and OFL's
Related Documents have been duly executed and delivered, shall effect a
valid sale, transfer and assignment of the Initial Receivables and the
Initial Other Conveyed Property, enforceable against OFL and creditors of
and purchasers from OFL; and this Agreement and OFL's Related Documents
constitute legal, valid and binding obligations of OFL 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.

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(f) NO VIOLATION. The consummation of the transactions contemplated
by this Agreement and the Related Documents and the fulfillment of the
terms of this Agreement and the Related Documents shall not conflict with,
result in any breach of any of the terms and provisions of or constitute
(with or without notice, lapse of time or both) a default under, the
articles of incorporation or bylaws of OFL, or any indenture, agreement,
mortgage, deed of trust or other instrument to which OFL 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, the Spread Account Agreement and the Sale and Servicing
Agreement, or violate any law, order, rule or regulation applicable to OFL
of any court or of any federal or state regulatory body, administrative
agency or other governmental instrumentality having jurisdiction over OFL
or any of its properties.

(g) NO PROCEEDINGS. There are no proceedings or investigations
pending or, to OFL's knowledge, threatened against OFL, before any court,
regulatory body, administrative agency or other tribunal or governmental
instrumentality having jurisdiction over OFL or its properties
(i) asserting the invalidity of this Agreement or any of the Related
Documents, (ii) seeking to prevent the issuance of the Notes or 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 OFL of its obligations under, or the validity or
enforceability of, this Agreement or any of the Related Documents or
(iv) seeking to affect adversely the federal income tax or other federal,
state or local tax attributes of, or seeking to impose any excise,
franchise, transfer or similar tax upon, the transfer and acquisition of
the Initial Receivables and the Initial Other Conveyed Property hereunder
or under the Sale and Servicing Agreement.

(h) CHIEF EXECUTIVE OFFICE. The chief executive office of OFL is
located at 7825 Washington Avenue South, Suite 400, Minneapolis, MN 55439-
2435.

SECTION 3.2 REPRESENTATIONS AND WARRANTIES OF ORFC. ORFC makes the
following representations and warranties, on which OFL relies in selling,
assigning, transferring and conveying the Initial Receivables and the Initial
Other Conveyed Property to ORFC hereunder. Such representations are made as of
the execution and delivery of this Agreement, but shall survive the sale,
transfer and assignment of the Initial Receivables and the Initial Other
Conveyed Property hereunder and the sale, transfer and assignment thereof by
ORFC to the Trust under the Sale and Servicing Agreement.

(a) ORGANIZATION AND GOOD STANDING. ORFC has been duly organized and
is validly existing and in good standing as a corporation under

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the laws of the State of Delaware, with the 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 has, full power, authority and legal right to acquire and own
the Initial Receivables and the Initial Other Conveyed Property and to
transfer the Initial Receivables and the Initial Other Conveyed Property to
the Trust pursuant to the Sale and Servicing Agreement.

(b) DUE QUALIFICATION. ORFC is duly qualified to do business as a
foreign corporation in good standing, and has obtained all necessary
licenses and approvals in all jurisdictions where the failure to do so
would materially and adversely affect (i) ORFC's ability to acquire the
Initial Receivables or the Initial Other Conveyed Property, (ii) the
validity or enforceability of the Initial Receivables and the Initial Other
Conveyed Property or (iii) ORFC's ability to perform its obligations
hereunder and under the Related Documents.

(c) POWER AND AUTHORITY. ORFC has the power, authority and legal
right to execute and deliver this Agreement and its Related Documents and
to carry out the terms hereof and thereof and to acquire the Initial
Receivables and the Initial Other Conveyed Property hereunder; and the
execution, delivery and performance of this Agreement and its Related
Documents and all of the documents required pursuant hereto or thereto have
been duly authorized by ORFC by all necessary action.

(d) NO CONSENT REQUIRED. ORFC is not required to obtain the consent
of any other Person, or any consent, license, approval or authorization or
registration or declaration with, any governmental authority, bureau or
agency in connection with the execution, delivery or performance of this
Agreement and the Related Documents, except for such as have been obtained,
effected or made.

(e) BINDING OBLIGATION. This Agreement and each of its Related
Documents constitutes a legal, valid and binding obligation of ORFC,
enforceable against ORFC in accordance with its terms, subject, as to
enforceability, to applicable bankruptcy, insolvency, reorganization,
conservatorship, receivership, liquidation and other similar laws and to
general equitable principles.

(f) NO VIOLATION. The execution, delivery and performance by ORFC of
this Agreement, the consummation of the transactions contemplated by this
Agreement and the Related Documents and the fulfillment of the terms of
this Agreement and the Related Documents do not and will not conflict with,
result in any breach of any of the terms and provisions of or constitute
(with or without notice or lapse of time) a default under the certificate
of incorporation or bylaws of ORFC, or conflict with or breach any of the
terms or provisions of, or constitute (with or without notice

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or lapse of time) a default under, any indenture, agreement, mortgage, deed
of trust or other instrument to which ORFC is a party or by which ORFC is
bound or to which 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 the Sale and Servicing Agreement and the
Indenture), or violate any law, order, rule or regulation, applicable to
ORFC or its properties, of any federal or state regulatory body or any
court, administrative agency, or other governmental instrumentality having
jurisdiction over ORFC or any of its properties.

(g) NO PROCEEDINGS. There are no proceedings or investigations
pending, or, to the knowledge of ORFC, threatened against ORFC, before any
court, regulatory body, administrative agency, or other tribunal or
governmental instrumentality having jurisdiction over ORFC or its
properties: (i) asserting the invalidity of this Agreement or any of the
Related Documents, (ii) seeking to prevent 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 ORFC of its obligations under, or
the validity or enforceability of, this Agreement or any of the Related
Documents or (iv) that may adversely affect the federal or state income tax
attributes of, or seeking to impose any excise, franchise, transfer or
similar tax upon, the transfer and acquisition of the Initial Receivables
and the Initial Other Conveyed Property hereunder or the transfer of the
Initial Receivables and the Initial Other Conveyed Property to the Trust
pursuant to the Sale and Servicing Agreement.

In the event of any breach of a representation and warranty made by ORFC
hereunder, OFL covenants and agrees that it will not take any action to pursue
any remedy that it may have hereunder, in law, in equity or otherwise, until a
year and a day have passed since the date on which all pass-through certificates
or other similar securities issued by the Trust, or a trust or similar vehicle
formed by ORFC, have been paid in full. OFL and ORFC agree that damages will
not be an adequate remedy for such breach and that this covenant may be
specifically enforced by ORFC or by the Owner Trustee on behalf of the Trust.

ARTICLE IV

COVENANTS OF OFL

SECTION 4.1 PROTECTION OF TITLE OF ORFC AND THE TRUST.

(a) At or prior to the Closing Date or each Subsequent Transfer Date,
as the case may be, OFL shall have filed or caused to be filed a UCC-1 financing

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statement, executed by OFL as seller or debtor, naming ORFC as purchaser or
secured party and describing the Initial Receivables and the Initial Other
Conveyed Property, with respect to this Agreement, and the Subsequent
Receivables and the Subsequent Other Conveyed Property, with respect to each
Subsequent Purchase Agreement, being sold by it to ORFC as collateral, with the
office of the Secretary of State of the State of Minnesota and in such other
locations as ORFC shall have required. From time to time thereafter, OFL shall
execute and file such financing statements and cause to be executed and filed
such continuation statements, all in such manner and in such places as may be
required by law fully to preserve, maintain and protect the interest of ORFC
under this Agreement and each Subsequent Purchase Agreement and of the Trust
under the Sale and Servicing Agreement and each Subsequent Transfer Agreement in
the Initial Receivables and the Initial Other Conveyed Property and the
Subsequent Receivables and the Subsequent Other Conveyed Property, as the case
may be, and in the proceeds thereof. OFL shall deliver (or cause to be
delivered) to ORFC, the Owner Trustee, the Indenture Trustee and the Security
Insurer file-stamped copies of, or filing receipts for, any document filed as
provided above, as soon as available following such filing. In the event that
OFL fails to perform its obligations under this subsection, ORFC or the Owner
Trustee may do so at the expense of OFL.

(b) OFL shall not change its name, identity, or corporate structure
in any manner that would, could or might make any financing statement or
continuation statement filed by OFL (or by ORFC or the Owner Trustee on behalf
of OFL) in accordance with paragraph (a) above seriously misleading within the
meaning of Section 9-402(7) of the UCC, unless it shall have given ORFC, the
Owner Trustee and the Security Insurer at least 60 days' prior written notice
thereof, and shall promptly file appropriate amendments to all previously filed
financing statements and continuation statements.

(c) OFL shall give ORFC, the Security Insurer (so long as an Insurer
Default shall not have occurred and be continuing), the Indenture Trustee and
the Owner Trustee 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. OFL shall at all times maintain each office from which it services
Receivables and its principal executive office within the United States of
America.

(d) OFL shall maintain its computer systems so that, from and after
the time of sale under this Agreement of the Initial Receivables to ORFC, and
from and after the time of sale under each Subsequent Purchase Agreement of the
Subsequent Receivables to ORFC, and the conveyance of the Initial Receivables
and the Subsequent Receivables by ORFC to the Trust, OFL's master computer
records (including archives) that shall refer to an Initial Receivable or
Subsequent Receivable indicate clearly that such Initial Receivable or
Subsequent Receivable has been sold to ORFC and has been conveyed by ORFC to the
Trust. Indication of the

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Trust's ownership of an Initial Receivable or Subsequent Receivable shall be
deleted from or modified on OFL's computer systems when, and only when, the
Initial Receivable or Subsequent Receivable shall become a Purchased Receivable
or shall have been paid in full.

(e) If at any time OFL shall propose to sell, grant a security
interest in, or otherwise transfer any interest in motor vehicle receivables to
any prospective purchaser, lender or other transferee, OFL shall give to such
prospective purchaser, lender, or other transferee computer tapes, records, or
print-outs (including any restored from archives) that, if they shall refer in
any manner whatsoever to any Initial Receivable or Subsequent Receivable, shall
indicate clearly that such Initial Receivable or Subsequent Receivable has been
sold to ORFC and is owned by the Trust.

SECTION 4.2 OTHER LIENS OR INTERESTS. Except for the conveyances
hereunder and under any Subsequent Purchase Agreement, OFL will not sell,
pledge, assign or transfer to any other Person, or grant, create, incur, assume
or suffer to exist any Lien on the Initial Receivables or the Initial Other
Conveyed Property or on the Subsequent Receivables or the Subsequent Other
Conveyed Property, or any interest therein, and OFL shall defend the right,
title, and interest of ORFC and the Trust in and to the Initial Receivables and
the Initial Other Conveyed Property and the Subsequent Receivables and the
Subsequent Other Conveyed Property against all claims of third parties claiming
through or under OFL.

SECTION 4.3 COSTS AND EXPENSES. OFL shall pay all reasonable costs
and disbursements in connection with the performance of its obligations
hereunder and under each Subsequent Purchase Agreement and its Related
Documents.

SECTION 4.4 INDEMNIFICATION.

(a) OFL shall defend, indemnify and hold harmless ORFC, the Trust,
the Owner Trustee, the Security Insurer, the Indenture Trustee, the Backup
Servicer, the Noteholders and the Certificateholders from and against any and
all costs, expenses, losses, damages, claims, and liabilities, arising out of or
resulting from any breach of any of OFL's representations and warranties
contained herein or in any Subsequent Purchase Agreement.

(b) OFL shall defend, indemnify and hold harmless ORFC, the Trust,
the Owner Trustee, the Indenture Trustee, the Backup Servicer, the Noteholders
and the Certificateholders from and against any and all costs, expenses, losses,
damages, claims, and liabilities, arising out of or resulting from the use,
ownership or operation by OFL or any affiliate thereof of a Financed Vehicle.

(c) OFL shall defend and indemnify ORFC, the Trust, the Owner
Trustee, the Security Insurer, the Indenture Trustee, the Backup Servicer, the
Noteholders and the Certificateholders against any and all costs, expenses,
losses,

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damages, claims and liabilities arising out of or resulting from any action
taken, or failed to be taken, by it in respect of any portion of the Trust
Property other than in accordance with this Agreement, each Subsequent Purchase
Agreement or the Sale and Servicing Agreement and each Subsequent Transfer
Agreement.

(d) OFL agrees to pay, and shall defend, indemnify and hold harmless
ORFC, the Trust, the Owner Trustee, the Indenture Trustee, the Backup Servicer,
the Noteholders and the Certificateholders from and against any taxes that may
at any time be asserted against ORFC, the Owner Trustee, the Indenture Trustee,
the Backup Servicer, the Noteholders and the Certificateholders with respect to
the transactions contemplated in this Agreement or in any Subsequent Purchase
Agreement, including, without limitation, any sales, gross receipts, general
corporation, tangible or intangible personal property, privilege, or license
taxes (but not including any taxes asserted with respect to, and as of the date
of, the sale, transfer and assignment of the Initial Receivables and the Initial
Other Conveyed Property or the Subsequent Receivables or Subsequent Other
Conveyed Property to ORFC and of the Trust Property to the Trust or the issuance
and original sale of the Notes or the Certificates, or asserted with respect to
ownership of the Initial Receivables and Initial Other Conveyed Property or the
Subsequent Receivables or Subsequent Other Conveyed Property or the Trust
Property which shall be indemnified by OFL pursuant to clause (e) below, or
federal, state or other income taxes, arising out of distributions on the Notes
or the Certificates or transfer taxes arising in connection with the transfer of
the Notes or the Certificates) and costs and expenses in defending against the
same, arising by reason of the acts to be performed by OFL under this Agreement
or under any Subsequent Purchase Agreement or imposed against such Persons.

(e) OFL agrees to pay, and to indemnify, defend and hold harmless
ORFC, the Trust, the Owner Trustee, the Indenture Trustee, the Backup Servicer,
the Noteholders and the Certificateholders from, any taxes which may at any time
be asserted against such Persons with respect to, and as of the date of, the
conveyance or ownership of the Initial Receivables or the Initial Other Conveyed
Property hereunder or the Subsequent Receivables or Subsequent Other Conveyed
Property under each Subsequent Purchase Agreement and the conveyance or
ownership of the Trust Property under the Sale and Servicing Agreement and the
Subsequent Transfer Agreements or the issuance and original sale of the Notes
and the Certificates, including, without limitation, any sales, gross receipts,
personal property, tangible or intangible personal property, privilege or
license taxes (but not including any federal or other income taxes, including
franchise taxes, arising out of the transactions contemplated hereby or transfer
taxes arising in connection with the transfer of Notes or Certificates) and
costs and expenses in defending against the same, arising by reason of the acts
to be performed by OFL under this Agreement or under any Subsequent Purchase
Agreement or imposed against such Persons.

(f) OFL shall defend, indemnify, and hold harmless ORFC, the Owner
Trustee, the Security Insurer, the Indenture Trustee, the Backup Servicer, the

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Trust, the Noteholders 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 ORFC, the Trust, the Indenture Trustee, the Noteholders and the
Certificateholders through the negligence, willful misfeasance, or bad faith of
OFL in the performance of its duties under this Agreement or under any
Subsequent Purchase Agreement or by reason of reckless disregard of OFL's
obligations and duties under this Agreement or under any Subsequent Purchase
Agreement.

(g) OFL shall indemnify, defend and hold harmless ORFC, the Owner
Trustee, the Security Insurer, the Indenture Trustee, the Backup Servicer, the
Trust, the Noteholders and the Certificateholders from and against any loss,
liability or expense incurred by reason of the violation by OFL of federal or
state securities laws in connection with the registration or the sale of the
Notes and the Certificates.

(h) OFL shall indemnify, defend and hold harmless ORFC, the Owner
Trustee, the Security Insurer, the Indenture Trustee, the Backup Servicer, the
Trust, the Noteholders and the Certificateholders from and against any loss,
liability or expense imposed upon, or incurred by, ORFC, the Owner Trustee, the
Indenture Trustee, the Trust, the Noteholders or the Certificateholders as a
result of the failure of any Initial Receivable or Subsequent Receivable, or the
sale of the related Financed Vehicle, to comply with all requirements of
applicable law.

(i) OFL shall defend, indemnify, and hold harmless ORFC from and
against all costs, expenses, losses, claims, damages, and liabilities arising
out of or incurred in connection with the acceptance or performance of OFL's
trusts and duties as Servicer under the Sale and Servicing Agreement, except to
the extent that such cost, expense, loss, claim, damage, or liability shall be
due to the willful misfeasance, bad faith, or negligence (except for errors in
judgment) of ORFC.

(j) OFL shall indemnify, defend and hold harmless ORFC, the Owner
Trustee, the Indenture Trustee, the Backup Servicer, the Trust, the Noteholders
and the Certificateholders from and against any loss, liability or expense
imposed upon, or incurred by, ORFC, the Owner Trustee and the Indenture Trustee,
the Trust, the Noteholders or the Certificateholders as a result of OFL's or
ORFC's use of the name "Olympic."

Indemnification under this Section 4.4 shall include reasonable fees
and expenses of counsel and expenses of litigation and shall survive termination
of the Trust. The indemnity obligations hereunder shall be in addition to any
obligation that OFL may otherwise have.

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ARTICLE V

REPURCHASES

SECTION 5.1 REPURCHASE OF RECEIVABLES UPON BREACH OF WARRANTY. Upon
the occurrence of a Repurchase Event OFL shall, unless such breach shall have
been cured in all material respects, repurchase such Receivable from the Trust
and, on or before the related Deposit Date, OFL shall pay the Purchase Amount to
the Trust pursuant to Section 4.5 of the Sale and Servicing Agreement. It is
understood and agreed that, except as set forth in Section 6.1, the obligation
of OFL to repurchase any Receivable as to which a breach has occurred and is
continuing shall, if such obligation is fulfilled, constitute the sole remedy
against OFL for such breach available to ORFC, the Security Insurer,
Certificateholders, Noteholders, or the Owner Trustee or the Indenture Trustee
on behalf of Certificateholders or Noteholders. The provisions of this Section
5.1 are intended to grant the Owner Trustee and the Indenture Trustee a direct
right against OFL to demand performance hereunder, and in connection therewith,
OFL waives any requirement of prior demand against ORFC with respect to such
repurchase obligation. Any such purchase shall take place in the manner
specified in Section 2.6 of the Sale and Servicing Agreement. Notwithstanding
any other provision of this Agreement, any Subsequent Purchase Agreement or the
Sale and Servicing Agreement or any Subsequent Transfer Agreement to the
contrary, the obligation of OFL under this Section shall not terminate upon a
termination of OFL as Servicer under the Sale and Servicing Agreement and shall
be performed in accordance with the terms hereof notwithstanding the failure of
the Servicer or ORFC to perform any of their respective obligations with respect
to such Receivable under the Sale and Servicing Agreement.

In addition to the foregoing and notwithstanding whether the related
Receivable shall have been purchased by OFL, OFL shall indemnify the Owner
Trustee, the Indenture Trustee, the Backup Servicer, the Security Insurer, the
Trust, the Noteholders 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 such
Repurchase Events.

SECTION 5.2 REASSIGNMENT OF PURCHASED RECEIVABLES. Upon deposit in
the Collection Account of the Purchase Amount of any Receivable repurchased by
OFL under Section 5.1, ORFC and the Owner Trustee shall take such steps as may
be reasonably requested by OFL in order to assign to OFL all of ORFC's and the
Trust's right, title and interest in and to such Receivable and all security and
documents and all Other Conveyed Property conveyed to ORFC and the Trust
directly relating thereto, without recourse, representation or warranty, except
as to the absence of liens, charges or encumbrances created by or arising as a
result of actions of ORFC or the Owner Trustee. Such assignment shall be a sale
and assignment outright, and not for security. If, following the reassignment
of a

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Purchased Receivable, in any enforcement suit or legal proceeding, it is held
that OFL may not enforce any such Receivable on the ground that it shall not be
a real party in interest or a holder entitled to enforce the Receivable, ORFC
and the Owner Trustee shall, at the expense of OFL, take such steps as OFL deems
reasonably necessary to enforce the Receivable, including bringing suit in
ORFC's or the Owner Trustee's name or the names of the Certificateholders.

SECTION 5.3 WAIVERS. No failure or delay on the part of ORFC, or the
Owner Trustee as assignee of ORFC, in exercising any power, right or remedy
under this Agreement or under any Subsequent Purchase Agreement shall operate as
a waiver thereof, nor shall any single or partial exercise of any such power,
right or remedy preclude any other or future exercise thereof or the exercise of
any other power, right or remedy.

ARTICLE VI

MISCELLANEOUS

SECTION 6.1 LIABILITY OF OFL. OFL shall be liable in accordance
herewith only to the extent of the obligations in this Agreement or in any
Subsequent Purchase Agreement specifically undertaken by OFL and the
representations and warranties of OFL.

SECTION 6.2 FAILURE OF OFL TO SELL SUBSEQUENT RECEIVABLES. In the
event that OFL shall fail to deliver and sell to ORFC any or all of the
Subsequent Receivables required under this Agreement, OFL shall be obligated to
pay to ORFC the Liquidated Damages on the Business Day immediately preceding the
Distribution Date on which the Funding Period ends (or, if the Funding Period
does not end on a Distribution Date, on the first Distribution Date following
the end of the Funding Period).

SECTION 6.3 MERGER OR CONSOLIDATION OF OFL OR ORFC. Any corporation
or other entity (i) into which OFL or ORFC may be merged or consolidated,
(ii) resulting from any merger or consolidation to which OFL or ORFC is a party
or (iii) succeeding to the business of OFL or ORFC, in the case of ORFC, which
corporation has a certificate of incorporation containing provisions relating to
limitations on business and other matters substantively identical to those
contained in ORFC's certificate of incorporation, provided that in any of the
foregoing cases such corporation shall execute an agreement of assumption to
perform every obligation of OFL or ORFC, as the case may be, under this
Agreement and each Subsequent Purchase Agreement and, whether or not such
assumption agreement is executed, shall be the successor to OFL or ORFC, as the
case may be, hereunder and under each such Subsequent Purchase Agreement
(without relieving OFL or ORFC of its responsibilities hereunder, if it survives
such merger or consolidation) without the execution or filing of any document or
any further act

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by any of the parties to this Agreement or each Subsequent Purchase Agreement.
Notwithstanding the foregoing, so long as an Insurer Default shall not have
occurred and be continuing, ORFC shall not merge or consolidate with any other
Person or permit any other Person to become the successor to ORFC's business
without the prior written consent of the Security Insurer. OFL or ORFC shall
promptly inform the other party, the Owner Trustee and the Indenture Trustee
and, so long as an Insurer Default shall not have occurred and be continuing,
the Security Insurer of such merger, consolidation or purchase and assumption.
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 Sections 3.1 and 3.2 and this Agreement, or similar representation
or warranty made in any Subsequent Purchase Agreement, 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 event of default under the Insurance
Agreement, shall have occurred and be continuing, (y) OFL or ORFC, as
applicable, shall have delivered written notice of such consolidation, merger or
purchase and assumption to the Rating Agencies prior to the consummation of such
transaction and shall have delivered to the Owner Trustee and the Indenture
Trustee 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 6.3 and that all conditions precedent, if any, provided for in
this Agreement, or in each Subsequent Purchase Agreement, relating to such
transaction have been complied with, and (z) OFL or ORFC, as applicable, shall
have delivered to the Owner Trustee and the Indenture Trustee an Opinion of
Counsel, stating that, 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 Owner
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.

SECTION 6.4 LIMITATION ON LIABILITY OF OFL AND OTHERS. OFL and any
director, officer, employee or agent may rely in good faith on the advice of
counsel or on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising under this Agreement.
OFL shall not be under any obligation to appear in, prosecute or defend any
legal action that is not incidental to its obligations under this Agreement, any
Subsequent Purchase Agreement or its Related Documents and that in its opinion
may involve it in any expense or liability.

SECTION 6.5 OFL MAY OWN NOTES OR CERTIFICATES. Subject to the
provisions of the Sale and Servicing Agreement, OFL and any Affiliate of OFL may
in its individual or any other capacity become the owner or pledgee of Notes or
Certificates with the same rights as it would have if it were not OFL or an
Affiliate thereof.

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SECTION 6.6 AMENDMENT.

(a) This Agreement and any Subsequent Purchase Agreement may be
amended by OFL and ORFC, so long as an Insurer Default shall not have occurred
and be continuing, with the prior written consent of the Security Insurer and
without the consent of the Owner Trustee, the Indenture Trustee or any of the
Certificateholders or Noteholders (A) to cure any ambiguity or (B) to correct
any provisions in this Agreement or any such Subsequent Purchase Agreement;
PROVIDED, HOWEVER, that such action shall not, as evidenced by an Opinion of
Counsel delivered to the Owner Trustee and the Indenture Trustee, adversely
affect in any material respect the interests of any Certificateholder or
Noteholder.

(b) This Agreement may also be amended from time to time by OFL and
ORFC, so long as an Insurer Default shall not have occurred and be continuing,
with the prior written consent of the Security Insurer, the Owner Trustee and
the Indenture Trustee and a Certificate Majority and a Note Majority, 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 or the Noteholders; PROVIDED, HOWEVER, that no such
amendment shall (i) increase or reduce in any manner the amount of, or
accelerate or delay the timing of, collections of payments on Receivables,
distributions that shall be required to be made on any Certificate or Note or
the Pass-Through Rate or the Note Interest Rate or (ii) reduce the aforesaid
percentage required to consent to any such amendment or any waiver hereunder,
without the consent of the Holders of all Certificates or Notes then outstanding
or of the Holders of all Notes then outstanding.

(c) Prior to the execution of any such amendment or consent, OFL
shall have furnished 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 Owner Trustee or the Indenture Trustee, as applicable, shall furnish written
notification of the substance of such amendment or consent to each
Certificateholder and Noteholder.

(e) It shall not be necessary for the consent of Certificateholders
or Noteholders pursuant to this Section to approve the particular form of any
proposed amendment or consent, but it shall be sufficient if such consent shall
approve the substance thereof. The manner of obtaining such consents and of
evidencing the authorization of the execution thereof by Certificateholders or
Noteholders shall be subject to such reasonable requirements as the Owner
Trustee or the Indenture Trustee, as applicable, may prescribe, including the
establishment of record dates. The consent of any Holder of a Certificate or
Note given pursuant to this Section or pursuant to any other provision of this
Agreement shall be conclusive and binding on such Holder and on all future
Holders of such Certificate

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or Note and of any Certificate or Note issued upon the transfer thereof or in
exchange thereof or in lieu thereof whether or not notation of such consent is
made upon the Certificate or Note.

SECTION 6.7 NOTICES. All demands, notices and communications to OFL
or ORFC hereunder shall be in writing, personally delivered, or sent by
telecopier (subsequently confirmed in writing), reputable overnight courier or
mailed by certified mail, return receipt requested, and shall be deemed to have
been given upon receipt (a) in the case of OFL, to Olympic Financial Ltd., 7825
Washington Avenue South, Minneapolis, Minnesota 55439-2435, Attention: John A.
Witham, or such other address as shall be designated by OFL in a written notice
delivered to the other party or to the Owner Trustee or the Indenture Trustee,
as applicable, or (b) in case of ORFC, to Olympic Receivables Finance Corp.,
7825 Washington Avenue South, Suite 410, Minneapolis, Minnesota 55439-2435,
Attention: John A. Witham.

SECTION 6.8 MERGER AND INTEGRATION. Except as specifically stated
otherwise herein, this Agreement and the Related Documents set forth the entire
understanding of the parties relating to the subject matter hereof, and all
prior understandings, written or oral, are superseded by this Agreement and the
Related Documents. This Agreement may not be modified, amended, waived or
supplemented except as provided herein.

SECTION 6.9 SEVERABILITY OF PROVISIONS. If any one or more of the
covenants, provisions or terms of this Agreement shall be for any reason
whatsoever held invalid, then such covenants, provisions or terms shall be
deemed severable from the remaining covenants, provisions or terms of this
Agreement and shall in no way affect the validity or enforceability of the other
provisions of this Agreement.

SECTION 6.10 INTENTION OF THE PARTIES. The execution and delivery of
this Agreement and of each Subsequent Purchase Agreement shall constitute an
acknowledgment by OFL and ORFC that they intend that each assignment and
transfer herein and therein contemplated constitute a sale and assignment
outright, and not for security, of the Initial Receivables and the Initial Other
Conveyed Property and the Subsequent Receivables and Subsequent Other Conveyed
Property, as the case may be, conveying good title thereto free and clear of any
Liens, from OFL to ORFC, and that the Initial Receivables and the Initial Other
Conveyed Property and the Subsequent Receivables and Subsequent Other Conveyed
Property shall not be a part of OFL's estate in the event of the bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding, or other
proceeding under any federal or state bankruptcy or similar law, or the
occurrence of another similar event, of, or with respect to, OFL. In the event
that such conveyance is determined to be made as security for a loan made by
ORFC, the Trust, the Certificateholders or the Noteholders to OFL, the parties
intend that OFL shall have granted to ORFC a security interest in all of OFL's
right, title and interest in and to the Initial

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Receivables and the Initial Other Conveyed Property and the Subsequent
Receivables and Subsequent Other Conveyed Property, as the case may be, conveyed
pursuant to Section 2.1 hereof or pursuant to any Subsequent Purchase Agreement,
and that this Agreement and each Subsequent Purchase Agreement shall constitute
a security agreement under applicable law.

SECTION 6.11 GOVERNING LAW. This Agreement shall be 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 6.12 COUNTERPARTS. For the purpose of facilitating the
execution of this Agreement and for other purposes, 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 6.13 CONVEYANCE OF THE INITIAL RECEIVABLES AND THE INITIAL
OTHER CONVEYED PROPERTY TO THE TRUST. OFL acknowledges that ORFC intends,
pursuant to the Sale and Servicing Agreement, to convey the Initial Receivables
and the Initial Other Conveyed Property, together with its rights under this
Agreement, to the Trust on the date hereof. OFL acknowledges and consents to
such conveyance and waives any further notice thereof and covenants and agrees
that the representations and warranties of OFL contained in this Agreement and
the rights of ORFC hereunder are intended to benefit the Security Insurer, the
Owner Trustee, the Indenture Trustee, the Trust, the Certificateholders and the
Noteholders. In furtherance of the foregoing, OFL covenants and agrees to
perform its duties and obligations hereunder, in accordance with the terms
hereof for the benefit of the Security Insurer, the Owner Trustee, the Indenture
Trustee, the Trust, the Certificateholders and the Noteholders and that,
notwithstanding anything to the contrary in this Agreement, OFL shall be
directly liable to the Owner Trustee and the Trust (notwithstanding any failure
by the Servicer, the Backup Servicer or ORFC to perform its duties and
obligations hereunder or under the Sale and Servicing Agreement) and that the
Owner Trustee may enforce the duties and obligations of OFL under this Agreement
against OFL for the benefit of the Security Insurer, the Trust, the
Certificateholders and the Noteholders.

SECTION 6.14 NONPETITION COVENANT. Neither ORFC nor OFL shall
petition or otherwise invoke the process of any court or government authority
for the purpose of commencing or sustaining a case against the Trust (or, in the
case of OFL, against ORFC) 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 Trust (or ORFC) or any substantial
part of its property, or ordering the winding up or liquidation of the affairs
of the Trust (or ORFC).

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

OLYMPIC RECEIVABLES FINANCE CORP.,
as Purchaser

By /s/ John A. Witham
---------------------------------
Name: John A. Witham
Title: Senior Vice President and Chief
Financial Officer

OLYMPIC FINANCIAL LTD., as Seller

By /s/ John A. Witham
---------------------------------
Name: John A. Witham
Title: Executive Vice President and Chief
Financial Officer

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EXHIBIT 4.5

FINANCIAL GUARANTY
INSURANCE POLICY

Trust: Olympic Automobile Receivables Trust, 1996-C Policy No.: 50503B-N
Certificates: $64,597,000 6.85% Automobile Date of Issuance:
Receivables-Backed Certificates, Class A 9/12/96

FINANCIAL SECURITY ASSURANCE INC. ("Financial Security"), for consideration
received, hereby UNCONDITIONALLY AND IRREVOCABLY GUARANTEES to the Trustee for
the benefit of each Holder, subject only to the terms of this Policy (which
includes each endorsement hereto), the full and complete payment of Guaranteed
Distributions with respect to the Certificates of the Trust referred to above.

For the further protection of each Holder, Financial Security irrevocably
and unconditionally guarantees payment of the amount of any distribution of
principal or interest with respect to the Certificates made during the Term of
this Policy to such Holder that is subsequently avoided in whole or in part as a
preference payment under applicable law.

Payment of any amount required to be paid under this Policy will be made
following receipt by Financial Security of notice as described in Endorsement
No. 1 hereto.

Financial Security shall be subrogated to the rights of each Holder to
receive distributions with respect to each Certificate held by such Holder to
the extent of any payment by Financial Security hereunder.

Except to the extent expressly modified by Endorsement No. 1 hereto, the
following terms shall have the meanings specified for all purposes of this
Policy. "Holder" means the registered owner of any Certificate as indicated on
the registration books maintained by or on behalf of the Trustee for such
purpose or, if the Certificate is in bearer form, the holder of the Certificate.
"Trustee", "Guaranteed Distributions" and "Term of this Policy" shall have the
meanings set forth in Endorsement No. 1 hereto.

This Policy sets forth in full the undertaking of Financial Security, and
shall not be modified, altered or affected by any other agreement or instrument,
including any modification or amendment thereto. Except to the extent expressly
modified by an endorsement hereto, the premiums paid in respect of this Policy
are nonrefundable for any reason whatsoever. This Policy may not be canceled or
revoked during the Term of this Policy. An acceleration payment shall not be
due under this Policy unless such acceleration is at the sole option of
Financial Security. THIS POLICY IS NOT COVERED BY THE PROPERTY/CASUALTY
INSURANCE SECURITY FUND SPECIFIED IN ARTICLE 76 OF THE NEW YORK INSURANCE LAW.

In witness whereof, FINANCIAL SECURITY ASSURANCE INC. has caused this
Policy to be executed on its behalf by its Authorized Officer.

FINANCIAL SECURITY ASSURANCE INC.

BY /s/ Roger K. Taylor
--------------------------------
AUTHORIZED OFFICER

A subsidiary of Financial Security Assurance Holdings Ltd.
350 Park Avenue, New York, N.Y. 10022-6022 (212) 826-0100
Form 101NY(5/89)

<PAGE>

ENDORSEMENT NO. 1

FINANCIAL SECURITY 350 Park Avenue
ASSURANCE INC. New York, New York 10022

TRUST: Olympic Automobile Receivables Trust, 1996-C

CERTIFICATES: $64,597,000 6.85% Automobile Receivables-Backed Certificates,
Class A

Policy No.: 50503B-N
Date of Issuance: September 12, 1996

1. DEFINITIONS. For all purposes of this Policy, the terms specified
below shall have the meanings of constructions below. Capitalized terms used
and not defined herein shall have the respective meanings ascribed to such terms
in the Sale and Servicing Agreement, dated as of September 1, 1996 by and among
the Trust, Olympic Receivables Finance Corp., as Seller, Olympic Financial Ltd.,
in its individual capacity and as Servicer, and Norwest Bank Minnesota, National
Association, as Backup Servicer (as amended from time to time in accordance with
its terms, the "Sale and Servicing Agreement"), unless the context shall
otherwise require.

"BUSINESS DAY" means any day other than a Saturday, Sunday, legal holiday
or other day on which commercial banking institutions in the City of New York or
Minneapolis, Minnesota or any other location of any successor Servicer,
successor Owner Trustee, successor Indenture Trustee or successor Collateral
Agent are authorized or obligated by law, executive order or governmental decree
to be closed.

"GUARANTEED DISTRIBUTIONS" means, as to each Distribution Date, the
distribution to be made to Holders of the Certificates during the Term of this
Policy in accordance with the original terms of the Certificates when issued and
without regard to any amendment or modification of the Certificates or the Trust
Agreement except amendments or modifications to which Financial Security has
given its prior written consent in an amount equal to (i) the
Certificateholders' Interest Distributable Amount and (ii) the
Certificateholders' Principal Distributable Amount. Guaranteed Distributions
shall not include (x) any portion of a Certificateholders' Interest
Distributable Amount due to Holders because a notice and certificate in proper
form as required by paragraph 2 hereof was not timely Received by Financial
Security, (y) any portion of a Certificateholders' Interest Distributable Amount
due to Holders representing interest on any Certificateholders' Interest
Carryover Shortfall accrued from and including the date of payment of the amount
of such Certificateholders' Interest Carryover Shortfall pursuant hereto, or (z)
any Certificate Prepayment Amount or any Certificate Prepayment Premium, unless,
in each case, Financial Security elects, in its sole discretion, to pay such
amount in whole or in part. Guaranteed Distributions do not include, nor shall
coverage be provided under the Policy in respect of any taxes, withholding or
other charge imposed with respect to any Holder by any governmental authority
due in connection with the payment of any Guaranteed Distribution to a Holder.
Guaranteed Distributions do not include, nor shall coverage be provided under
the Policy in respect of, any payments with respect to the Class GP
Certificates.

"OWNER TRUSTEE" means Mellon Bank (DE), National Association, as owner
trustee for the Certificateholders under the Trust Agreement, and any successor
in such capacity.

"POLICY" means this Financial Guaranty Insurance Policy and includes each
endorsement thereto.

<PAGE>

"RECEIPT" and "RECEIVED" mean actual delivery to Financial Security and to
the Fiscal Agent (as defined below), if any, prior to 12:00 noon, New York City
time, on a Business Day; delivery either on a day that is not a Business Day, or
after 12:00 noon, New York City time, shall be deemed to be receipt on the next
succeeding Business Day. If any notice or certificate given hereunder by the
Owner Trustee is not in proper form or is not properly completed, executed or
delivered, it shall be deemed not to have been Received, and Financial Security
or its Fiscal Agent shall promptly so notify the Owner Trustee and the Owner
Trustee may submit an amended notice.

"TERM OF THIS POLICY" means the period from and including the Closing Date
to and including the latest of the date on which (i) the Certificate Balance has
been reduced to zero and all Certificateholders' Interest Distributable Amounts
have been paid on the Certificates, (ii) any period during which any payment on
the Certificates could have been voided in whole or in part as a preference
payment under applicable bankruptcy, insolvency, receivership or similar law has
expired, and (iii) if any proceedings requisite to voidance as a preference
payment have been commenced prior to the occurrence of (i) and (ii) a final and
nonappealable order in resolution of each such proceeding has been entered.

2. NOTICES AND CONDITIONS TO PAYMENT IN RESPECT OF GUARANTEED
DISTRIBUTIONS. Following Receipt by Financial Security of a notice and
certificate from the Owner Trustee in the form attached as Exhibit A to this
Endorsement, Financial Security will pay any amount payable hereunder in respect
of Guaranteed Distributions out of the funds of Financial Security on the later
to occur of (a) 12:00 noon, New York City time, on the third Business Day
following Receipt of such notice and certificate and (b) 12:00 noon, New York
City time, on the Distribution Date to which such claim relates. Payments due
hereunder in respect of Guaranteed Distributions will be disbursed by wire
transfer of immediately available funds to the Owner Trustee.

Financial Security shall be entitled to pay an amount hereunder in
respect of Guaranteed Distributions whether or not any notice and certificate
shall have been Received by Financial Security as provided above. Financial
Security's obligations hereunder in respect of Guaranteed Distributions shall be
discharged to the extent funds are disbursed by Financial Security to the Owner
Trustee as provided herein, whether or not such funds are properly applied by
the Owner Trustee.

3. NOTICES AND CONDITIONS TO PAYMENT IN RESPECT OF GUARANTEED
DISTRIBUTIONS AVOIDED AS PREFERENCE PAYMENTS. If any Guaranteed Distribution is
avoided as a preference payment under applicable bankruptcy, insolvency,
receivership or similar law, Financial Security will pay such amount out of the
funds of Financial Security on the later of (a) the date when due to be paid
pursuant to the Order referred to below or (b) the first to occur of (i) the
fourth Business Day following Receipt by Financial Security from the Owner
Trustee of (A) a certified copy of the order of the court or other governmental
body which exercised jurisdiction to the effect that the Holder is required to
return a Certificateholders' Interest Distributable Amount or
Certificateholders' Principal Distributable Amount distributed with respect to
the Certificates during the Term of this Policy because such distributions were
avoidable as preference payments under applicable bankruptcy law (the "Order"),
(B) a certificate of the Holder that the Order has been entered and is not
subject to any stay and (C) an assignment duly executed and delivered by the
Holder, in such form as is reasonably required by Financial Security and
provided to the Holder by Financial Security, irrevocably assigning to Financial
Security all rights and claims of the Holder relating to or arising under the
Certificates against the debtor which made such preference payment or otherwise
with respect to such preference payment or (ii) the date of Receipt by Financial
Security from the Owner Trustee of the items referred to in clauses (A), (B) and
(C) above if, at least four Business Days prior to such date of Receipt,
Financial Security shall have Received written notice from the Owner Trustee
that such items were to be delivered on such date and such date was specified in
such notice. Such payment shall be disbursed to the receiver, conservator,
debtor-in-possession or trustee in bankruptcy named in the Order, and not to the
Owner Trustee or any Holder directly (unless a Holder has previously paid such
amount to the receiver, conservator, debtor-in-possession or trustee in
bankruptcy named in the Order, in which case such payment shall be disbursed to
the Owner Trustee for distribution to such Holder upon proof of such payment

<PAGE>

reasonably satisfactory to Financial Security). In connection with the
foregoing, Financial Security shall have the rights provided pursuant to
Section 5.4 of the Sale and Servicing Agreement.

4. GOVERNING LAW. This Policy shall be governed by, and shall be
construed in accordance with, the laws of the State of New York, without giving
effect to the conflict of laws principles thereof.

5. FISCAL AGENT. At any time during the Term of this Policy, Financial
Security may appoint a fiscal agent (the "Fiscal Agent") for purposes of this
Policy by written notice to the Owner Trustee at the notice address specified in
the Sale and Servicing Agreement specifying the name and notice address of the
Fiscal Agent. From and after the date of receipt of such notice by the Owner
Trustee, (i) copies of all notices and documents required to be delivered to
Financial Security pursuant to this Policy shall be simultaneously delivered to
the Fiscal Agent and to Financial Security and shall not be deemed Received
until Received by both and (ii) all payments required to be made by Financial
Security under this Policy may be made directly by Financial Security or by the
Fiscal Agent on behalf of Financial Security. The Fiscal Agent is the agent of
Financial Security only and the Fiscal Agent shall in no event be liable to any
Holder for any acts of the Fiscal Agent or any failure of Financial Security to
deposit, or cause to be deposited, sufficient funds to make payments when due
under this Policy. Financial Security covenants and agrees that any appointment
of a Fiscal Agent or change in a previously appointed Fiscal Agent will not
become effective during the period specified in paragraph 2 hereof preceding a
Distribution Date.

6. WAIVER OF DEFENSES. To the fullest extent permitted by applicable
law, Financial Security agrees not to assert, and hereby waives, for the benefit
of each Holder, all rights (whether by counterclaim, setoff or otherwise) and
defenses (including, without limitation, the defense of fraud), whether acquired
by subrogation, assignment or otherwise, to the extent that such rights and
defenses may be available to Financial Security to avoid payment of its
obligations under this Policy in accordance with the express provisions of this
Policy.

7. NOTICES. All notices to be given hereunder shall be in writing
(except as otherwise specifically provided herein) and shall be mailed by
registered mail or personally delivered or telecopied to Financial Security as
follows:

Financial Security Assurance Inc.
350 Park Avenue
New York, New York 10022
Attention: Senior Vice President - Surveillance
Telecopy No.: (212) 339-3518
Confirmation: (212) 826-0100

Financial Security may specify a different address or addresses by writing
mailed or delivered to the Owner Trustee, except during the period specified in
paragraph 2 hereof preceding a Distribution Date.

8. PRIORITIES. In the event that any term or provision of the face of
this Policy is inconsistent with the provisions of this Endorsement, the
provisions of this Endorsement shall take precedence and shall be binding.

9. EXCLUSIONS FROM INSURANCE GUARANTY FUNDS. This Policy is not covered
by the Property/Casualty Insurance Security Fund specified in Article 76 of the
New York Insurance Law. This Policy is not covered by the Florida Insurance
Guaranty Association created under Part II of Chapter 631 of the Florida
Insurance Code. In the event that Financial Security were to become insolvent,
any claims arising under this Policy are excluded from coverage by the
California Insurance Guaranty Association, established pursuant to Article 14.2
of Chapter 1 of Part 2 of Division 1 of the California Insurance Code.

10. SURRENDER OF POLICY. The Owner Trustee shall surrender this Policy to
Financial Security

<PAGE>

for cancellation upon expiration of the Term of this Policy.

<PAGE>

IN WITNESS WHEREOF, FINANCIAL SECURITY ASSURANCE INC. has caused this
Endorsement No. 1 to be executed by its Authorized Officer.

FINANCIAL SECURITY ASSURANCE INC.

By /s/ Roger K. Taylor
---------------------------------
Authorized Officer

<PAGE>

EXHIBIT A

CERTIFICATE OF CLAIM

(Letterhead of Owner Trustee)

Dated:

Financial Security Assurance Inc.
350 Park Avenue
New York, NY 10022
Attention: Senior Vice President

Re: OLYMPIC AUTOMOBILE RECEIVABLES TRUST, 1996-C

The undersigned, a duly authorized officer of Mellon Bank (DE), National
Association (the "Owner Trustee"), hereby certifies to Financial Security
Assurance Inc. ("Financial Security"), with reference to Financial Guaranty
Insurance Policy No. 50503B-N dated September 12, 1996 (the "Policy") issued by
Financial Security in respect of the $64,597,000 6.85% Automobile Receivables-
Backed Certificates, Class A of the above-referenced trust (the "Certificates")
that:

(i) The Owner Trustee is the Owner Trustee under the Trust Agreement
for the Holders.

(ii) The sum of all amounts on deposit (or scheduled to be on deposit)
in the Certificate Distribution Account and available for distribution to
the Holders pursuant to the Trust Agreement will be $_________ (the
"Shortfall") less than the Guaranteed Distributions with respect to
[DISTRIBUTION DATE].

(iii) The Owner Trustee is making a claim under the Policy for the
Shortfall to be applied to distributions of principal or interest or both
with respect to the Certificates.

(iv) The Owner Trustee agrees that, following receipt of funds from
Financial Security, it shall (a) hold such amounts in trust and apply the
same directly to the payment of Guaranteed Distributions on the
Certificates when due; (b) not apply such funds for any other purpose;
(c) not commingle such funds with other funds held by the Owner Trustee and
(d) maintain an accurate record of such payments with respect to each
Certificate and the corresponding claim on the Policy and proceeds thereof
and, if the Certificate is required to be surrendered or presented for such
payment, shall stamp on each such Certificate the legend $"[insert
applicable amount] paid by Financial Security and the balance hereof has
been cancelled and reissued" and then shall deliver such Certificate to
Financial Security.

(v) The Owner Trustee, on behalf of the Holders, hereby assigns to
Financial Security the rights of the Holders with respect to the
Certificates to the extent of any payments under the Policy, including,
without limitation, any amounts due to the Holders in respect of securities
law violations arising from the offer and sale of the Certificates. The
foregoing assignment is in addition to, and not in limitation of, rights of
subrogation otherwise available to Financial Security in respect of such
payments. Payments to Financial Security in respect of the foregoing
assignment shall in all cases be subject to and subordinate to the rights
of the Holders to receive all Guaranteed Distributions in respect of the
Certificates. The Owner Trustee shall take such action and deliver such
instruments as may be reasonably requested or required by Financial
Security to effectuate the purpose or provisions of this clause (v).

A-1

<PAGE>

(vi) The Owner Trustee, on its behalf and on behalf of the Holders,
hereby appoints Financial Security as agent and attorney-in-fact for the
Owner Trustee and each such Holder in any legal proceeding with respect to
the Certificates. The Owner Trustee hereby agrees that Financial
Security may at any time during the continuation of any proceeding by or
against any debtor with respect to which a preference claim (as defined
below) or other claim with respect to the Certificates is being asserted
under the United States Bankruptcy Code or any other applicable bankruptcy,
insolvency, receivership, rehabilitation or similar law (an "Insolvency
Proceeding") direct all matters relating to such Insolvency Proceeding,
including without limitation, (A) all matters relating to any claim in
connection with an Insolvency Proceeding seeking the avoidance as a
preferential transfer of any payment made with respect to the Certificates
(a "Preference Claim"), (B) the direction of any appeal of any order
relating to any Preference Claim at the expense of Financial Security but
subject to reimbursement as provided in the Insurance Agreement and (C) the
posting of any surety, supersedeas or performance bond pending any such
appeal. In addition, the Owner Trustee hereby agrees that Financial
Security shall be subrogated to, and the Owner Trustee on its behalf and on
behalf of each Holder, hereby delegates and assigns, to the fullest extent
permitted by law, the rights of the Owner Trustee and each Holder in the
conduct of any Insolvency Proceeding, including, without limitation, all
rights of any party to an adversary proceeding or action with respect to
any court order issued in connection with any such Insolvency Proceeding.

(vii) Payment should be made by wire transfer directed to [SPECIFY
ACCOUNT].

Unless the context otherwise requires, any capitalized terms used in this
Certificate of Claim shall have the meaning assigned thereto in the Policy,
including in the Endorsement thereto.

IN WITNESS WHEREOF, the Owner Trustee has executed and delivered this
Certificate of Claim as of the ____ day of _____________, ____.

MELLON BANK (DE), NATIONAL
ASSOCIATION,
not in its individual capacity
but solely as Owner Trustee

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

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

For Financial Security Assurance Inc. or Fiscal Agent use only.

Wire transfer sent on ____________ by ___________________________

A-2

<PAGE>

Confirmation Number _____________________.

A-3

<PAGE>
Ex 4.6

FINANCIAL GUARANTY
INSURANCE POLICY

OBLIGOR: Olympic Automobile Receivables Trust, Policy No.: 50503A-N
1996-C
OBLIGATIONS: $659,750,000 Automobile Date of Issuance: 9/12/96
Receivables-Backed Notes,

Classes A-1, A-2, A-3, A-4 & A-5

FINANCIAL SECURITY ASSURANCE INC. ("Financial Security"), for consideration
received, hereby UNCONDITIONALLY AND IRREVOCABLY GUARANTEES to each Holder,
subject only to the terms of this Policy (which includes each endorsement
hereto), the full and complete payment by the Obligor of Scheduled Payments of
principal of, and interest on, the Obligations.

For the further protection of each Holder, Financial Security irrevocably
and unconditionally guarantees:

(a) payment of the amount of any distribution of principal of, or
interest on, the Obligations made during the Term of this Policy to such
Holder that is subsequently avoided in whole or in part as a preference
payment under applicable law (such payment to be made by Financial
Security in accordance with Endorsement No. 1 hereto).

(b) payment of any amount required to be paid under this Policy by
Financial Security following Financial Security's receipt of notice as
described in Endorsement No. 1 hereto.

Financial Security shall be subrogated to the rights of each Holder to
receive payments under the Obligations to the extent of any payment by Financial
Security hereunder.

Except to the extent expressly modified by an endorsement hereto, the
following terms shall have the meanings specified for all purposes of this
Policy. "Holder" means the registered owner of any Obligation as indicated on
the registration books maintained by or on behalf of the Obligor for such
purpose or, if the Obligation is in bearer form, the holder of the Obligation.
"Scheduled Payments" means payments which are scheduled to be made during the
Term of this Policy in accordance with the original terms of the Obligations
when issued and without regard to any amendment or modification of such
Obligations thereafter; payments which become due on an accelerated basis as a
result of (a) a default by the Obligor, (b) an election by the Obligor to pay
principal on an accelerated basis or (c) any other cause, shall not constitute
"Scheduled Payments" unless Financial Security shall elect, in its sole
discretion, to pay such principal due upon such acceleration together with any
accrued interest to the date of acceleration. "Term of this Policy" shall have
the meaning set forth in Endorsement No. 1 hereto.

This Policy sets forth in full the undertaking of Financial Security, and
shall not be modified, altered or affected by any other agreement or instrument,
including any modification or amendment thereto, or by the merger, consolidation
or dissolution of the Obligor. Except to the extent expressly modified by an
endorsement hereto, the premiums paid in respect of this Policy are
nonrefundable for any reason whatsoever, including payment, or provision being
made for payment, of the Obligations prior to maturity. This Policy may not be
cancelled or revoked during the Term of this Policy. THIS POLICY IS NOT COVERED
BY THE PROPERTY/CASUALTY INSURANCE SECURITY FUND SPECIFIED IN ARTICLE 76 OF THE
NEW YORK INSURANCE LAW.

<PAGE>

In witness whereof, FINANCIAL SECURITY ASSURANCE INC. has caused this
Policy to be executed on its behalf by its Authorized Officer.

FINANCIAL SECURITY ASSURANCE INC.

By /s/ Roger K. Taylor
------------------------------
Authorized Officer

A subsidiary of Financial Security Assurance Holdings Ltd.
350 Park Avenue, New York, N.Y.
10022-6022 (212) 826-0100
Form 100NY (5/89)

<PAGE>

ENDORSEMENT NO. 1

FINANCIAL SECURITY 350 Park Avenue
ASSURANCE INC. New York, New York 10022

OBLIGOR: Olympic Automobile Receivables Trust, 1996-C

OBLIGATIONS: $76,850,000 5.616% Class A-1 Money Market Automobile Receivables-
Backed Notes
$225,000,000 6.30% Class A-2 Automobile Receivables-Backed Notes
$120,000,000 6.625% Class A-3 Automobile Receivables-Backed Notes
$160,000,000 6.80% Class A-4 Automobile Receivables-Backed Notes
$77,900,000 7.00% Class A-5 Automobile Receivables-Backed Notes

Policy No.: 50503A-N
Date of Issuance: September 12, 1996

1. DEFINITIONS. For all purposes of this Policy, the terms specified
below shall have the meanings or constructions provided below. Capitalized
terms used herein and not otherwise defined herein shall have the meanings
provided in the Indenture unless otherwise specified.

"INDENTURE" means the Indenture, dated as of September 1, 1996, between the
Obligor and Norwest Bank Minnesota, National Association, as Trustee and
Indenture Collateral Agent.

"POLICY" means this Financial Guaranty Insurance Policy and includes each
endorsement thereto.

"RECEIPT" and "RECEIVED" mean actual delivery to Financial Security and
to the Fiscal Agent (as defined below), if any, prior to 12:00 noon, New York
City time, on a Business Day; delivery either on a day that is not a Business
Day, or after 12:00 noon, New York City time, shall be deemed to be receipt
on the next succeeding Business Day. If any notice or certificate given
hereunder by the Trustee is not in proper form or is not properly completed,
executed or delivered, it shall be deemed not to have been Received, and
Financial Security or its Fiscal Agent shall promptly so advise the Trustee
and the Trustee may submit an amended notice.

"SCHEDULED PAYMENTS" means, as to each Payment Date, the payment to be
made to Holders in accordance with the original terms of the Obligations when
issued and without regard to any subsequent amendment or modification of the
Obligations or of the Indenture except amendments or modifications to which
Financial Security has given its prior written consent in an amount equal to
(i) the Noteholders' Interest Distributable Amount and (ii) the Noteholders'
Principal Distributable Amount. Scheduled Payments do not include payments
which become due on an accelerated basis as a result of (a) a default by the
Obligor, (b) an election by the Obligor to pay principal on an accelerated
basis, (c) the occurrence of an Event of Default under the Indenture or (d)
any other cause, unless Financial Security elects, in its sole discretion, to
pay in whole or in part such principal due upon acceleration, together with
any accrued interest to the date of acceleration. In the event Financial
Security does not so elect, this Policy will continue to guarantee payment on
the Notes in accordance with their original terms. Scheduled Payments shall
not include (x) any portion of a Noteholders' Interest Distributable Amount
due to Noteholders because a notice and certificate in proper form as
required by paragraph 2 hereof was not timely Received by Financial Security,
(y) any portion of a Noteholders' Interest Distributable Amount due to
Noteholders representing interest on any Noteholders' Interest Carryover
Shortfall

<PAGE>
accrued from and including the date of payment of the amount of such
Noteholders' Interest Carryover Shortfall pursuant hereto, or (z) any Note
Prepayment Amounts or any Note Prepayment Premiums, unless, in each case,
Financial Security elects, in its sole discretion, to pay such amount in
whole or in part. Scheduled Payments shall not include any amounts due in
respect of the Obligations attributable to any increase in interest rate,
penalty or other sum payable by the Obligor by reason of any default or event
of default in respect of the Obligations, or by reason of any deterioration
of the credit worthiness of the Obligor, nor shall Scheduled Payments
include, nor shall coverage be provided under this Policy in respect of, any
taxes, withholding or other charge with respect to any Holder imposed by any
governmental authority due in connection with the payment of any Scheduled
Payment to a Holder.

"TERM OF THIS POLICY" means the period from and including the Closing
Date to and including the latest of the date on which (i) all Scheduled
Payments have been paid or deemed to be paid within the meaning of Section
4.01 of the Indenture; (ii) any period during which any Scheduled Payment
could have been avoided in whole or in part as a preference payment under
applicable bankruptcy, insolvency, receivership or similar law shall have
expired and (iii) if any proceedings requisite to avoidance as a preference
payment have been commenced prior to the occurrence of (i) and (ii), a final
and nonappealable order in resolution of each such proceeding has been
entered.

"TRUSTEE" means Norwest Bank Minnesota, National Association, in its
capacity as Trustee under the Indenture and any successor in such capacity.

2. NOTICES AND CONDITIONS TO PAYMENT IN RESPECT OF SCHEDULED PAYMENTS.
Following Receipt by Financial Security of a notice and certificate from the
Trustee in the form attached as Exhibit A to this Endorsement, Financial
Security will pay any amount payable hereunder in respect of Scheduled Payments
on the Obligations out of the funds of Financial Security on the later to occur
of (a) 12:00 noon, New York City time, on the third Business Day following such
Receipt; and (b) 12:00 noon, New York City time, on the date on which such
payment is due on the Obligations. Payments due hereunder in respect of
Scheduled Payments will be disbursed to the Trustee by wire transfer of
immediately available funds.

Financial Security shall be entitled to pay any amount hereunder in
respect of Scheduled Payments on the Obligations, including any amount due on
the Obligations upon acceleration, whether or not any notice and certificate
shall have been Received by Financial Security as provided above. Financial
Security shall be entitled to pay hereunder any amount due on the Obligations
upon acceleration at any time or from time to time, in whole or in part,
prior to the scheduled date of payment thereof; Scheduled Payments insured
hereunder shall not include interest, in respect of principal paid hereunder
upon acceleration, accruing from after the date of such payment of principal.
Financial Security's obligations hereunder in respect of Scheduled Payments
shall be discharged to the extent funds are disbursed by Financial Security
as provided herein whether or not such funds are properly applied by the
Trustee.

3. NOTICES AND CONDITIONS TO PAYMENT IN RESPECT OF SCHEDULED PAYMENTS
AVOIDED AS PREFERENCE PAYMENTS. If any Scheduled Payment is avoided as a
preference payment under applicable bankruptcy, insolvency, receivership or
similar law, Financial Security will pay such amount out of the funds of
Financial Security on the later of (a) the date when due to be paid pursuant
to the Order referred to below or (b) the first to occur of (i) the fourth
Business Day following Receipt by Financial Security from the Trustee of (A)
a certified copy of the order of the court or other governmental body which
exercised jurisdiction to the effect that the Holder is required to return
principal of or interest paid on the Obligations during the Term of this
Policy because such payments were avoidable as preference payments under
applicable bankruptcy law (the "Order"), (B) a certificate of the Holder that
the Order has been entered and is not subject to any stay and (C) an
assignment duly executed and delivered by the Holder, in such form as is
reasonably required by Financial Security, and provided to the Holder by
Financial Security, irrevocably assigning to Financial Security all rights
and claims of the Holder relating to or arising under the Obligations against
the estate of the Obligor or otherwise with respect to such preference
payment or (ii) the date of Receipt by Financial Security from the Trustee of
the items referred to in clauses (A), (B) and (C) above if, at least four
Business Days prior to such date of Receipt, Financial Security shall have
Received written notice from the Trustee that such items were to be delivered
on such date and such date was specified in such notice. Such payment shall
be disbursed to the receiver, conservator, debtor-in-possession or trustee in
bankruptcy named in the Order and not to the Trustee or any Holder directly
(unless a Holder has previously paid such amount to the receiver,
conservator, debtor-in-possession or trustee in bankruptcy named in the
Order, in which case such payment shall be disbursed to the Trustee for
distribution to such Holder upon proof of such payment reasonably
satisfactory to Financial Security). In connection with the foregoing,
Financial Security shall have the rights provided pursuant to Section 5.19 of
the Indenture.

<PAGE>
4. GOVERNING LAW. This Policy shall be governed by and construed in
accordance with the laws of the State of New York without giving effect to
the conflict of laws principles thereof.

5. FISCAL AGENT. At any time during the Term of this Policy, Financial
Security may appoint a fiscal agent (the "Fiscal Agent") for purposes of this
Policy by written notice to the Trustee at the notice address specified in
the Indenture specifying the name and notice address of the Fiscal Agent.
From and after the date of receipt of such notice by the Trustee, (i) copies
of all notices and documents required to be delivered to Financial Security
pursuant to this Policy shall be simultaneously delivered to the Fiscal Agent
and to Financial Security and shall not be deemed Received until Received by
both, and (ii) all payments required to be made by Financial Security under
this policy may be made directly by Financial Security or by the Fiscal Agent
on behalf of Financial Security. The Fiscal Agent is the agent of Financial
Security only and the Fiscal Agent shall in no event be liable to any Holder
for any acts of the Fiscal Agent or any failure of Financial Security to
deposit, or cause to be deposited, sufficient funds to make payments due
under the Policy.

6. WAIVER OF DEFENSES. To the fullest extent permitted by applicable law,
Financial Security agrees not to assert, and hereby waives, for the benefit of
each Holder, all rights (whether by counterclaim, setoff or otherwise) and
defenses (including, without limitation, the defenses of fraud), whether
acquired by subrogation, assignment or otherwise, to the extent that such rights
and defenses may be available to Financial Security to avoid payment of its
obligations under this Policy in accordance with the express provisions of this
Policy.

7. NOTICES. All notices to be given hereunder shall be in writing (except
as otherwise specifically provided herein) and shall be mailed by registered
mail or personally delivered or telecopied to Financial Security as follows:

Financial Security Assurance Inc.
350 Park Avenue
New York, NY 10022
Attention: Senior Vice President - Surveillance
Telecopy No.: (212) 339-3518
Confirmation: (212) 826-0100

Financial Security may specify a different address or addresses by writing
mailed or delivered to the Trustee.

8. PRIORITIES. In the event that any term or provision of the fact of
this Policy is inconsistent with the provisions of this Endorsement, the
provisions of this Endorsement shall take precedence and shall be binding.

9. EXCLUSIONS FROM INSURANCE GUARANTY FUNDS. This Policy is not
covered by the Property/Casualty Insurance Security Fund specified in Article
76 of the New York Insurance Law. This Policy is not covered by the Florida
Insurance Guaranty Association created under Part II of Chapter 631 of the
Florida Insurance Code. In the event that Financial Security were to become
insolvent, any claims arising under this Policy are excluded from coverage by
the California Insurance Guaranty Association, established pursuant to
Article 14.2 of Chapter 1 of Part 2 of Division 1 of the California Insurance
Code.

10. SURRENDER OF POLICY. The Holder shall surrender this Policy to
Financial Security for cancellation upon expiration of the Term of this
Policy.

<PAGE>

IN WITNESS WHEREOF, FINANCIAL SECURITY ASSURANCE INC. has caused this
Endorsement No. 1 to be executed by its Authorized officer.

FINANCIAL SECURITY ASSURANCE INC.

By /s/ Roger K. Taylor
-------------------------------
Authorized officer

<PAGE>

EXHIBIT A

To Endorsement No. 1

NOTICE OF CLAIM AND CERTIFICATE
(Letterhead of Trustee)

Financial Security Assurance Inc.
350 Park Avenue
New York, NY 10022
Attention: Senior Vice President

Re: OLYMPIC AUTOMOBILE RECEIVABLES TRUST, 1996-C

The undersigned, a duly authorized officer of Norwest Bank Minnesota,
National Association (the "Trustee"), hereby certifies to Financial Security
Assurance Inc. ("Financial Security"), with reference to Financial Guaranty
Insurance Policy No. 50503A-N dated September 12, 1996 (the "Policy") issued
by Financial Security in respect of the $76,850,000 5.616% Class A-1 Money
Market Automobile Receivables-Backed Notes, $225,000,000 6.30% Class A-2
Automobile Receivables-Backed Notes, $120,000,000 6.625% Class A-3 Automobile
Receivables-Backed Notes, $160,000,000 6.80% Class A-4 Automobile
Receivables-Backed Notes, $77,900,000 7.00% Class A-5 Automobile
Receivables-Backed Notes of the above referenced Trust (the "Obligations"),
that:

(i) The Trustee is the Trustee under the Indenture for the Holders.

(ii) The sum of all amounts on deposit (or scheduled to be on
deposit) in the Note Distribution Account and available for distribution to
the Holders pursuant to the Indenture will be $_________ (the "Shortfall")
less than the aggregate amount of Scheduled Payments due on
___________________.

(iii) The Trustee is making a claim under the Policy for the
Shortfall to be applied to the payment of Scheduled Payments.

(iv) The Trustee agrees that, following receipt of funds from
Financial Security, it shall (a) hold such amounts in trust and apply the
same directly to the payment of Scheduled Payments on the Obligations when
due; (b) not apply such funds for any other purpose; (c) not commingle such
funds with other funds held by the Trustee and (d) maintain an accurate
record of such payments with respect to each Obligation and the corresponding
claim on the Policy and proceeds thereof, and, if the Obligation is required
to be surrendered or presented for such payment, shall stamp on each such
Obligation the legend $"[insert applicable amount] paid by Financial Security
and the balance hereof has been cancelled and reissued" and then shall
deliver such Obligation to Financial Security.

(v) The Trustee, on behalf of the Holders, hereby assigns to
Financial Security the rights of the Holders with respect to the Obligations
to the extent of any payments under the Policy, including, without
limitation, any amounts due to the Holders in respect of securities law
violations arising from the offer and sale of the Obligations. The foregoing
assignment is in addition to, and not in limitation of, rights of subrogation
otherwise available to Financial Security in respect of such payments.
Payments to Financial Security in respect of the foregoing assignment shall
in all cases be subject to and subordinate to the rights of the Holders to
receive all Scheduled Payments in respect of the Obligations. The Trustee
shall take such action and deliver such instruments as may be reasonably
requested or required by Financial Security to effectuate the purpose or
provisions of this clause (v).

(vi) The Trustee, on its behalf and on behalf of the Holders, hereby
appoints Financial Security as agent and attorney-in-fact for the Trustee and
each such Holder in any legal proceeding with respect to the Obligations.
The Trustee hereby agrees that, so long as an Insurer Default (as defined in
the Indenture) shall not exist, Financial Security may at any time during the
contribution of any proceeding by or against the Obligor under the United
States Bankruptcy Code or any other applicable bankruptcy, insolvency,
receivership, rehabilitation or similar law (an "Insolvency Proceeding")
direct all matters relating to such Insolvency Proceeding, including without
limitation, (A) all matters relating to any claim in connection with an
Insolvency Proceeding seeking the avoidance as a preferential transfer of any
payment made with respect to the Obligations (a

A-1
<PAGE>
"Preference Claim"), (B) the direction of any appeal of any order relating to
any Preference Claim at the expense of Financial Security but subject to
reimbursement as provided in the Insurance Agreement and (C) the posting of
any surety, supersedeas or performance bond pending any such appeal. In
addition, the Trustee hereby agrees that Financial Security shall be
subrogated to, and the Trustee on its behalf and on behalf of each Holder,
hereby delegates and assigns, to the fullest extent permitted by law, the
rights of the Trustee and each Holder in the conduct of any Insolvency
Proceeding, including, without limitation, all rights of any party to an
adversary proceeding or action with respect to any court order issued in
connection with any such Insolvency Proceeding.

(vii) Payment should be made by wire transfer directed to
[SPECIFY ACCOUNT].

Unless the context otherwise requires, capitalized terms used in this
Notice of Claim and Certificate and not defined herein shall have the
meanings provided in the Policy.

IN WITNESS WHEREOF, the Trustee has executed and delivered this Notice
of Claim and Certificate as of the ____ day of _____________, ____.

NORWEST BANK MINNESOTA
NATIONAL ASSOCIATION

By_________________________________
Title______________________________

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

For Financial Security or
Fiscal Agent Use Only

Wire transfer sent on ____________ by ___________________________

Confirmation Number _____________________.

A-2

<PAGE>

EXHIBIT 8.1

Olympic Receivables Finance Corp.
7825 Washington Avenue South, Suite 410
Minneapolis, Minnesota 55439-2435

Re: Registration Statement on Form S-3
File No. 33-97608

Ladies and Gentlemen:

We have acted as counsel to Olympic Receivables Finance Corp. (the
"Seller") in connection with the registration under the Securities Act of 1933,
as amended, by the Seller of $3,000,000,000 of Automobile Receivables-Backed
Certificates (the "Certificates") and Automobile Receivables-Backed Notes (the
"Notes") to be issued from time to time by trusts established by the Seller, the
related preparation and filing of registration statement on Form S-3, filed by
the Seller with the Securities and Exchange Commission (the "Commission") on
October 2, 1995 (the "Registration Statement") and the preparation of a
Prospectus Supplement, dated September 5, 1996, and related Prospectus, dated
March 5, 1996 (together, the "Prospectus") relating to the offering and sale of
$76,850,000 aggregate principal amount of Class A-1 Money Market Automobile
Receivables-Backed Notes (the "Class A-1 Notes"), $225,000,000 aggregate
principal amount of Class A-2 Automobile Receivables-Backed Notes (the "Class A-
2 Notes"), $120,000,000 aggregate principal amount of Class A-3 Automobile
Receivables-Backed Notes (the "Class A-3 Notes"), $160,000,000 aggregate
principal amount of Class A-4 Automobile Receivables-Backed Notes (the "Class A-
4 Notes") and $77,900,000 aggregate principal amount of Class A-5 Automobile
Receivables-Backed Notes (the "Class A-5 Notes" and, together with the Class A-1
Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, the
"1996-C Notes") and $65,250,000 aggregate principal amount of Automobiles
Receivables-Backed Certificates (the "1996-C Certificates") to be issued by
Olympic Automobile Receivables Trust, 1996-C (the "Trust"). The corpus of the
Trust will consist of a pool of motor vehicle retail installment sales contracts
and promissory notes (the "Receivables") and certain other property. The 1996-C
Certificates are to be issued under a Trust Agreement (the "Trust Agreement"),
dated as of September 1, 1996, among Olympic First GP Inc., Olympic Second GP
Inc. (together, the "General Partners"), the Seller, Financial

<PAGE>

Olympic Receivables Financial Corp.
September 12, 1996
Page 2

Security Assurance Inc. ("Financial Security") and Mellon Bank (DE), National
Association, as Owner Trustee. The 1996-C Notes are to be issued under an
Indenture (the "Indenture"), dated as of September 1, 1996, among the Trust and
Norwest Bank Minnesota, National Association, as Indenture Trustee and Indenture
Collateral Agent. The 1996-C Notes and 1996-C Certificates are described in the
Prospectus forming part of the Registration Statement.

You have requested our opinion with respect to the federal income tax
characterization of the Trust and the 1996-C Notes. For purposes of rendering
our opinion we have examined the Registration Statement, the Trust Agreement,
the Indenture, and the related documents and agreements contemplated therein
(collectively, the "Transaction Documents"), and we have reviewed such questions
of law as we have considered necessary and appropriate. Capitalized terms used
herein and not otherwise defined herein shall have the meanings assigned to them
in the Prospectus.

Our opinion is based upon the existing provisions of the Internal
Revenue Code of 1986, as amended (the "Code"), currently applicable Treasury
Department regulations issued thereunder, current published administrative
positions of the Internal Revenue Service (the "Service") contained in revenue
rulings and revenue procedures, and judicial decisions, all of which are subject
to change, either prospectively or retroactively, and to possibly differing
interpretations. Any change in such authorities may affect the opinions
rendered herein. Our opinion is also based on the representations and
warranties set forth in the Transaction Documents and the assumptions that the
Seller, the Servicer, the General Partners, the Owner Trustee and the Indenture
Trustee will at all times comply with the requirements of the Transaction
Documents. We have also relied in part on various factual representations made
to us by the General Partners, including the following:

1. There are and will be during the life of the Trust no
contracts or other agreements between the General Partners and the
other Certificateholders other than as set forth in the Transaction
Documents.

2. The other Certificateholders will not control the General
Partners or otherwise cause the General Partners to act as their
agent, and will not use the General Partners to conceal their own
active involvement in the conduct of the business of the Trust.

<PAGE>

Olympic Receivables Financial Corp.
September 12, 1996
Page 3

3. The net worth of each General Partner will be not less than
the Minimum Net Worth, as such term is defined in, and determined in
accordance with, the provisions of the Trust Agreement, which amount
shall be contributed to each General Partner in the form of one or
more demand notes issued by Olympic Financial Ltd.

Although we have not undertaken an independent investigation of any
factual matters, nothing contrary to any of these representations has come to
our attention in the course of our consideration of these matters. Any
alteration of such factual representations may adversely affect our opinion.

An opinion of counsel is predicated on all the facts and conditions
set forth in the opinion and is based upon counsel's analysis of the statutes,
regulatory interpretations and case law in effect as of the date of the opinion.
It is not a guarantee of the current status of the law and should not be
accepted as a guarantee that a court of law or an administrative agency will
concur in the opinion.

1. CHARACTERIZATION OF THE TRUST. Based principally on currently
applicable Treasury Regulations issued under Section 7701 of the Code, which
Regulations we believe to be controlling, it is our opinion that the Trust will
not be treated as an "association" taxable as a corporation for federal income
tax purposes. In two significant cases regarding the classification of limited
partnerships for tax purposes, the opinions of the Court of Claims and the
United States Tax Court closely followed the tests set forth in these
regulations. SEE ZUCKMAN V. UNITED STATES, 524 F.2d 729 (Ct. Cl. 1975); LARSON
V. COMMISSIONER, 66 T.C. 159 (1976), acq., 1979-1 C.B. 1; SEE ALSO Rev. Rul. 79-
106, 1979-1 C.B. 448, Rev. Rul. 93-50, 1993-2 C.B. 310, and Rev. Proc. 89-12,
1989-1 C.B. 798. Furthermore, in Revenue Ruling 88-79, 1988-2 C.B. 361, the
Service ruled that the tests set forth in these regulations to distinguish a
partnership from an association also should be applied to determine the tax
characterization of a business trust.

Section 301.7701-2(a)(1) of the Treasury Regulations lists six major
characteristics ordinarily found in a corporation which distinguish a
corporation from other forms of organizations. Section 301.7701-2(a)(2) of the
Treasury Regulations provides that since two of these factors (associates and an
objective to carry on business and divide the gains therefrom) are generally
common to both corporations and partnerships, the determination of whether an
organization that has such characteristics is to be treated for tax purposes as
a partnership or as an association taxable as a corporation depends upon an
analysis of the remaining factors of continuity of life, free transferability of
interests, centralization of

<PAGE>

Olympic Receivables Financial Corp.
September 12, 1996
Page 4

management and limited liability. Section 301.7701-2(a)(3) of the Treasury
Regulations specifies that an unincorporated organization shall not be
classified as an association taxable as a corporation unless such organization
has more corporate characteristics than non-corporate characteristics, excluding
characteristics common to both types of organizations. Under Section 301.7701-
2(a)(3) of the Treasury Regulations, each of the four above-described
characteristics is assigned equal weight in determining whether an organization
has more corporate characteristics than non-corporate characteristics. SEE
LARSON and Rev. Rul. 93-50, 1993-2 C.B. 310, each of which applied equal weight
to each of the four characteristics.

We conclude that under the Treasury Regulations' tests and relevant
judicial authorities, the Trust lacks continuity of life and limited liability
and that the Trust therefore should not be treated as an association taxable as
a corporation for federal income tax purposes. The basis for this conclusion is
discussed in more detail below.

(a) CONTINUITY OF LIFE. Under Section 301.7701-2(b)(1) of the
Treasury Regulations, an organization is deemed to lack the corporate
characteristic of continuity of life if the death, insanity, bankruptcy,
retirement, resignation or expulsion of any member will cause a dissolution of
the organization. Section 301.7701-2(b)(1) of the Treasury Regulations further
provides that if the death, insanity, bankruptcy, retirement, resignation,
expulsion or other event of withdrawal of a general partner of a limited
partnership causes a dissolution of the partnership, continuity of life does not
exist notwithstanding the fact that a dissolution may be avoided if the
remaining general partners or at least a majority in interest of all remaining
partners agree to continue the partnership. SEE ALSO Rev. Proc. 92-35, 1992-1
C.B. 790.

Section 9.2 of the Trust Agreement provides that if (A) both of the
General Partners experience a Dissolution Event (consisting of the withdrawal or
expulsion of such Person as a General Partner of the Trust, the termination or
dissolution of such Person, or the occurrence of an Insolvency Event with
respect to such Person), or (B) one of the General Partners experiences a
Dissolution Event and the Owner Trustee is unable to obtain a satisfactory
opinion of counsel to the effect that a failure to terminate the Trust upon the
occurrence of such Dissolution Event will not cause the Trust to be treated as
an association (or publicly traded partnership) taxable as a corporation for
federal income tax purposes, the Trust shall terminate 90 days after such event,
unless each Certificateholder agrees in writing to continue the Trust and to the
appointment of a replacement General Partner.

<PAGE>

Olympic Receivables Financial Corp.
September 12, 1996
Page 5

Based on this provision and the foregoing authorities, we conclude that the
Trust lacks the corporate characteristic of continuity of life.

(b) LIMITED LIABILITY. Section 301.7701-2(d)(1) of the Treasury
Regulations provides that an organization has the corporate characteristic of
limited liability if there is no member who is personally liable for the debts
of the organization. Section 301.7701-2(d)(1) of the Treasury Regulations
further provides that in the case of a corporate general partner, personal
liability exists with respect to such general partner if the general partner has
substantial assets (in addition to its interest in the partnership) which could
be reached by a creditor of the partnership or if the general partner is not
merely a "dummy" acting as the agent for the limited partners. For advance
ruling purposes, the Service recently stated that a limited partnership will
generally be deemed to lack limited liability where the net worth of its
corporate general partners at the time of the ruling request equals at least 10%
of the total contributions to the partnership, and such net worth is expected to
continue to equal at least 10% of the total contributions throughout the life of
the partnership. Rev. Proc. 89-12 at Section 4.07. We understand that the
General Partners may not satisfy this condition to an advance ruling. In
addition, although the General Partners have represented that each of them will
have a net worth of not less than the Minimum Net Worth, we have not determined
if the General Partners have "substantial assets" within the meaning of the
Treasury Regulations. In LARSON, however, the Tax Court held that, in the case
of corporate general partners, if (1) the persons controlling the general
partners are independent from, and unrelated to, the limited partners, and
(2) the general partners are not being used by the limited partners "as a screen
to conceal their own active involvement in the conduct of the business" of the
partnership, then the general partner or partners will not be considered as
agents of the limited partners.

The General Partners have represented that the other
Certificateholders will not control the General Partners or otherwise cause the
General Partners to act as their agent and that the other Certificateholders
will not use the General Partners to conceal their own active involvement in the
conduct of the business of the Trust. Thus, the General Partners will not be
"dummies" acting as the agents of the other Certificateholders. Based on the
foregoing authorities and the representations of the General Partners, we
conclude that the Trust lacks the corporate characteristic of limited liability.

Thus, we conclude that under the tests of the applicable Treasury
Regulations the Trust lacks the corporate characteristics of continuity of life
and limited liability. Under the Treasury Regulations, the absence of any two
of the four

<PAGE>

Olympic Receivables Financial Corp.
September 12, 1996
Page 6

principal characteristics which distinguish a partnership from an association is
sufficient to establish that the Trust will not be treated as an association for
federal income tax purposes. Therefore, it is our opinion that pursuant to
Section 7701 of the Code, the Trust will not be treated as an association
taxable as a corporation for federal income tax purposes.

Under Section 7704 of the Code, certain publicly traded partnerships
are treated as corporations for federal income tax purposes. This treatment
does not apply, however, to any publicly traded partnership if 90% or more of
the gross income of the partnership constitutes "qualifying income." For
purposes of Section 7704, "qualifying income" generally includes interest,
dividends and certain other types of passive income. Based on the
representations made in the Transaction Documents, we conclude that if the Trust
is treated as a partnership for federal income tax purposes, 90% or more of the
Trust's gross income will constitute "qualifying income" within the meaning of
Section 7704 of the Code. Therefore, it is our opinion that the Trust will not
be taxed as a corporation under the publicly traded partnership rules of Section
7704 of the Code.

2. CHARACTERIZATION OF THE 1996-C NOTES. The characterization of an
instrument as debt or equity for federal income tax purposes depends on all of
the facts and circumstances in each case. In any such determination, several
factors must be considered, including, among other things, the independence of
the debt holder and equity holders, the intention of the parties to create a
debt, the creation of a formal debt instrument, the safety of the principal
amount, and the debt to equity ratio of the issuer. In this regard, we note
that the Owner Trustee, on behalf of the Trust, and each Noteholder will agree
to treat the 1996-C Notes as debt for federal income tax purposes. Based on
such agreement, the factors listed above and other considerations, although
there is no authority on transactions which resemble the issuance of the 1996-C
Notes by the Trust, it is our opinion that the 1996-C Notes will be treated as
debt for federal income tax purposes.

We express no opinion about the tax treatment of any features of the
Trust's activities or an investment therein other than those expressly set forth
above.

<PAGE>

Olympic Receivables Financial Corp.
September 12, 1996
Page 7

We consent to the filing of this opinion as an exhibit to each
Registration Statement and to the use of our name under the heading "Certain
Federal Income Tax Consequences" in the Prospectus Supplement, and we hereby
confirm that, insofar as they constitute statements of law or legal conclusions
as to the likely outcome of material issues under the federal income tax laws,
the discussion under such heading accurately sets forth our advice.

Dated: September 12, 1996

Very truly yours,

/s/ Dorsey & Whitney LLP

CFS

<PAGE>

[LETTERHEAD]

CONSENT of INDEPENDENT ACCOUNTANTS

----------

We consent to the incorporation by reference in the Prospectus Supplement dated
September 5, 1996 (to Prospectus dated March 7, 1996) of Olympic Receivables
Finance Corp. relating to Olympic Automobile Receivables Trust, 1996-C of our
report dated January 17, 1996 on our audits of the consolidated financial
statements of Financial Security Assurance Inc. and Subsidiaries as of December
31, 1995 and 1994 and for each of the three years in the period ended December
31, 1995. We also consent to the reference to our Firm under the caption
"Experts."

/s/ Coopers & Lybrand L.L.P.

COOPERS & LYBRAND L.L.P.

New York, New York
September 12, 1996