<PAGE>   1


                                                                     EXHIBIT 4.1




                              AMENDED AND RESTATED

                                 TRUST AGREEMENT

                                 BY AND BETWEEN

                ORIX CREDIT ALLIANCE RECEIVABLES CORPORATION III
                               AS TRUST DEPOSITOR,

                                       AND

                         THE BANK OF NEW YORK (DELAWARE)
                                AS OWNER TRUSTEE



                       DATED AS OF FEBRUARY        , 2000




<PAGE>   2



                                TABLE OF CONTENTS



<TABLE>
<CAPTION>
                                                                                                  Page
                                             ARTICLE ONE
                                             DEFINITIONS
<S>                <C>                                                                             <C>
Section 1.01.      Capitalized Terms  .............................................................  1
Section 1.02.      Other Definitional Provisions  .................................................  4
Section 1.03.      Usage of Terms  ................................................................  4
Section 1.04.      Section References  ............................................................  4
Section 1.05.      Accounting Terms   .............................................................  5

                                             ARTICLE TWO
                                            ORGANIZATION


Section 2.01.      Name   .........................................................................  5
Section 2.02.      Office  ........................................................................  5
Section 2.03.      Purposes and Powers ............................................................  5
Section 2.04.      Appointment of Owner Trustee   .................................................  6
Section 2.05.      Capital Contribution of Owner Trust Estate  ....................................  6
Section 2.06.      Declaration of Trust   .........................................................  6
Section 2.07.      Liability of Trust Depositor   .................................................  7
Section 2.08.      Title to Trust Property ........................................................  7
Section 2.09.      Situs of Trust  ................................................................  7
Section 2.10.      Representations and Warranties of the Trust Depositor  .........................  8
Section 2.11.      Federal Income Tax Treatment   .................................................  9
Section 2.12       Covenants of the Trust Depositor  ............................................   10

                                             ARTICLE THREE
                         TRUST CERTIFICATE AND TRANSFER OF INTERESTS


Section 3.01.      Ownership ....................................................................   11
Section 3.02.      The Trust Certificate ........................................................   11
Section 3.03.      Authentication and Delivery of Trust Certificate  ............................   12
Section 3.04.      Registration of Transfer and Exchange of Trust Certificate   .................   12
Section 3.05.      Mutilated, Destroyed, Lost or Stolen Trust Certificates  .....................   13
Section 3.06.      Persons Deemed Owners ........................................................   13
Section 3.07.      Access to List of Certificateholder's Name and Addresses  ....................   13
Section 3.08.      Maintenance of Office or Agency  .............................................   14
</TABLE>



                                      -i-

<PAGE>   3


<TABLE>
<S>                <C>                                                                             <C>
Section 3.09.      Temporary Trust Certificate  .................................................   14
Section 3.10.      Appointment of Paying Agent  .................................................   14
Section 3.11.      Ownership by Trust Depositor of Trust Certificate ............................   15

                                             ARTICLE FOUR
                                      ACTIONS BY OWNER TRUSTEE


Section 4.01.      Prior Notice to Certificateholder with Respect to Certain Matters ............   15
Section 4.02.      Action by Owner with Respect to Certain Matters  .............................   16
Section 4.03.      Action by Owner with Respect to Bankruptcy   .................................   16
Section 4.04.      Restrictions on Owner's Power ................................................   17

                                             ARTICLE FIVE
                                      APPLICATION OF TRUST FUNDS;
                                            CERTAIN DUTIES


Section 5.01.      Establishment of Trust Account   .............................................   17
Section 5.02.      Application of Trust Funds   .................................................   17
Section 5.03.      Method of Payment ............................................................   18
Section 5.04.      No Segregation of Moneys; No Interest ........................................   18
Section 5.05.      Accounting and Reports to the Certificateholder, the
                   Internal Revenue Service and Others  .........................................   18
Section 5.06.      Signature on Returns; Tax Matters Partner ....................................   19

                                             ARTICLE SIX
                              AUTHORITY AND DUTIES OF OWNER TRUSTEE


Section 6.01.      General Authority ............................................................   19
Section 6.02.      General Duties   .............................................................   19
Section 6.03.      Action Upon Instruction  .....................................................   20
Section 6.04.      No Duties Except as Specified in this Agreement or in Instructions   .........   21
Section 6.05.      No Action Except Under Specified Documents or Instructions   .................   21
Section 6.06.      Restrictions  ................................................................   22

                                             ARTICLE SEVEN
                                     CONCERNING THE OWNER TRUSTEE


Section 7.01.      Acceptance of Trusts and Duties  .............................................   22
Section 7.02.      Furnishing of Documents  .....................................................   23
</TABLE>



                                      -ii-

<PAGE>   4


<TABLE>
<S>                <C>                                                                             <C>
Section 7.03.      Representations and Warranties   .............................................   24
Section 7.04.      Reliance; Advice of Counsel  .................................................   24
Section 7.05.      Not Acting in Individual Capacity ............................................   25
Section 7.06.      Owner Trustee Not Liable for Trust Certificate, Notes or Contracts   .........   25
Section 7.07.      Owner Trustee May Own Trust Certificate and Notes ............................   26

                                             ARTICLE EIGHT
                                   COMPENSATION OF OWNER TRUSTEE


Section 8.01.      Owner Trustee's Fees and Expenses ............................................   26
Section 8.02.      Indemnification  .............................................................   26
Section 8.03.      Payments to the Owner Trustee ................................................   27

                                             ARTICLE NINE
                                   TERMINATION OF TRUST AGREEMENT


Section 9.01.      Termination of Trust Agreement   .............................................   27
Section 9.02.      Dissolution upon Bankruptcy of Trust Depositor or
                   Withdrawal or Removal of Trust Depositor  ....................................   28

                                             ARTICLE TEN
                                    SUCCESSOR OWNER TRUSTEES AND


                                     ADDITIONAL OWNER TRUSTEES
Section 10.01.     Eligibility Requirements for Owner Trustee   .................................   28
Section 10.02.     Resignation or Removal of Owner Trustee  .....................................   29
Section 10.03.     Successor Owner Trustee  .....................................................   30
Section 10.04.     Merger or Consolidation of Owner Trustee  ....................................   30
Section 10.05.     Appointment of Co-Trustee or Separate Trustee ................................   30

                                             ARTICLE ELEVEN
                                             MISCELLANEOUS


Section 11.01.     Supplements and Amendments   .................................................   32
Section 11.02.     No Legal Title to Trust Estate in Owner  .....................................   33
Section 11.03.     Limitations on Rights of Others  .............................................   33
Section 11.04.     Notices  .....................................................................   34
Section 11.05.     Severability of Provisions   .................................................   36
Section 11.06.     Counterparts  ................................................................   36
Section 11.07.     Successors and Assigns   .....................................................   36
Section 11.08.     No Petition  .................................................................   36
</TABLE>



                                     -iii-

<PAGE>   5


<TABLE>
<S>                <C>                                                                             <C>
Section 11.09.     No Recourse  .................................................................   36
Section 11.10.     Headings  ....................................................................   37
Section 11.11.     Governing Law and Jury Waiver ................................................   37
Section 11.12.     Trust Certificate Transfer Restrictions  .....................................   37
Section 11.13.     Trust Depositor Payment Obligation   .........................................   38
</TABLE>




EXHIBIT A -     Certificate of Trust of ORIX Credit Alliance Receivables
                Trust 2000-A
EXHIBIT B -     Form of Trust Certificate



                                      -iv-

<PAGE>   6


         This AMENDED AND RESTATED TRUST AGREEMENT dated as of February        ,
2000, is between ORIX CREDIT ALLIANCE RECEIVABLES CORPORATION III, a Delaware
corporation, as Trust Depositor (the "Trust Depositor"), and THE BANK OF NEW
YORK (DELAWARE), a Delaware state chartered bank, as owner trustee (the "Owner
Trustee").

         WHEREAS, pursuant to that certain Trust Agreement, dated as of January
27, 2000, the Depositor and the Owner Trustee formed the Trust as a Delaware
statutory business trust;

         WHEREAS, the parties wish to amend and restate the original Trust
Agreement to provide more fully for the operation of the Trust;

         WHEREAS, in connection herewith, the Trust Depositor
is willing to assume certain obligations pursuant hereto;
and

         WHEREAS, in connection herewith, the Trust Depositor is willing to
purchase the Trust Certificate (as defined herein) to be issued pursuant to this
Agreement and to assume certain obligations pursuant hereto;

         NOW, THEREFORE, the parties hereto hereby agree as follows:

                                   ARTICLE ONE

                                   DEFINITIONS

         SECTION 1.01. CAPITALIZED TERMS. Except as otherwise provided in this
Agreement, whenever used in this Agreement the following words and phrases,
unless the context otherwise requires, shall have the following meanings:

         "Administration Agreement" means the Administration Agreement, dated as
of the date hereof, among the Trust, the Trust Depositor, the Indenture Trustee
and ORIX Credit Alliance, Inc., as Administrator.

         "Agreement" means this Trust Agreement, as the same may be amended and
supplemented from time to time.

         "Benefit Plan" means (i) an employee benefit plan (as such term is
defined in Section 3(3) of ERISA) that is subject to the provisions of Title I
of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code or (iii) any
entity whose underlying assets include plan assets by reason of a plan's
investment in the entity.


<PAGE>   7


         "Business Trust Statute" means 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.

         "Certificate Balance" means $               .

         "Certificate Distribution Account" means the account established and
maintained as such pursuant to Section 5.01.

         "Certificate of Trust" means the Certificate of Trust filed for the
Trust pursuant to Section 3810(a) of the Business Trust Statute, substantially
in the form of Exhibit A hereto.

         "Certificate Register" and "Certificate Registrar" mean the register
maintained and the registrar (or any successor thereto) appointed pursuant to
Section 3.04.

         "Certificateholder" or "Holder" means with respect to a Definitive
Trust Certificate the Person in whose name the Trust Certificate is registered
in the Certificate Register.

         "Closing Date" means February   , 2000.

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

         "Definitive Trust Certificate" shall have the meaning set forth in
Section 3.09.

         "ERISA" means the Employment Retirement Income Security Act of 1974, as
amended.

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

         "Expenses" shall have the meaning assigned to such term in Section
8.02.

         "Foreign Person" means any Person other than (i) a citizen or resident
of the United States, (ii) a corporation, partnership or other entity organized
in or under the laws of the United States or any political subdivision thereof,
(iii) an estate the income of which is subject to U.S. federal income taxation
regardless of its source, or (iv) a trust whose administration is subject to the
primary supervision of a court within the United States and which has one or
more U.S. fiduciaries who have authority to control all substantial decisions of
the trust.

         "Indemnified Parties" shall have the meaning assigned to such term in
Section 8.02.



                                      -2-
<PAGE>   8


         "Indenture" means the Indenture dated as of the date hereof between the
Trust and Harris Trust and Savings Bank, as Indenture Trustee.

         "Note Depository Agreement" means the agreement dated as of the Closing
Date among the Trust, the Indenture Trustee, the Administrator and The
Depository Trust Company, as the Clearing Agency, relating to the Notes, as the
same may be amended and supplemented from time to time.

         "Notes" means the Class A-1 Notes, the Class A-2 Notes, the Class A-3
Notes, the Class A-4 Notes, the Class B Notes and the Class C Notes in each case
issued pursuant to the Indenture.

         "OCAI" means ORIX Credit Alliance, Inc., a New York corporation.

         "Owner" means the Holder of the Trust Certificate.

         "Owner Trustee" means The Bank of New York (Delaware), a Delaware state
chartered bank, not in its individual capacity but solely as owner trustee under
this Agreement, and any successor Owner Trustee hereunder.

         "Owner Trustee Corporate Trust Office" means the office of the Owner
Trustee at which its corporate trust business shall be administered, which
initially shall be 502 White Clay Center, P.O. Box 6973, Newark, Delaware 19714,
Attn: Corporate Trust Administration, or such other office at such other address
as the Owner Trustee may designate from time to time by notice to the
Certificateholder, the Servicer, the Indenture Trustee, the Trust Depositor and
OCAI.

         "Paying Agent" means any paying agent or co-paying agent appointed
pursuant to Section 3.10.

         "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.

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

         "Secretary of State" means the Secretary of State of the State of
Delaware.

         "Tax Matters Partner" shall have the meaning provided in Section
5.06(b) hereof.




                                      -3-
<PAGE>   9


         "Transfer and Servicing Agreement" means the Transfer and Servicing
Agreement, dated as of the date hereof, among the Trust, the Trust Depositor,
OCAI, as Servicer and as Originator and the Indenture Trustee named therein, as
the same may be amended or supplemented from time to time.

         "Treasury Regulations" means regulations, including proposed or
temporary regulations, promulgated under the Code. References herein to specific
provisions of proposed or temporary regulations shall include analogous
provisions of final Treasury Regulations or other successor Treasury
Regulations.

         "Trust" means the trust established by this Agreement.

         "Trust Certificate" means the trust certificate evidencing the
beneficial equity interest of an Owner in the Trust, substantially in the form
of Exhibit B hereto.

         "Trust Depositor" means ORIX Credit Alliance Receivables Corporation
III in its capacity as Trust Depositor hereunder, and its successors.

         "Trust Estate" means all right, title and interest of the Trust in and
to the property and rights assigned to the Trust pursuant to Article Two of the
Transfer and Servicing Agreement, all funds on deposit from time to time in the
Trust Accounts and the Certificate Distribution Account and all other property
of the Trust from time to time, including any rights of the Owner Trustee and
the Trust pursuant to the Transfer and Servicing Agreement and the
Administration Agreement.

         "Underwriter" means First Union Securities, Inc.

         SECTION 1.02. OTHER DEFINITIONAL PROVISIONS. Capitalized terms used
that are not otherwise defined herein shall have the meanings ascribed thereto
in the Transfer and Servicing Agreement or, if not defined therein, in the
Indenture.

         SECTION 1.03. USAGE OF TERMS. With respect to all terms in this
Agreement, the singular includes the plural and the plural the singular; words
importing any gender include the other genders; references to "writing" include
printing, typing, lithography and other means of reproducing words in a visible
form; references to agreements and other contractual instruments include all
amendments, modifications and supplements thereto or any changes therein entered
into in accordance with their respective terms and not prohibited by this
Agreement; references to Persons include their permitted successors and assigns;
and the term "including" means "including without limitation".

         SECTION 1.04. SECTION REFERENCES. All section references, unless
otherwise indicated, shall be to Sections in this Agreement.




                                      -4-
<PAGE>   10


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

                                   ARTICLE TWO

                                  ORGANIZATION

         SECTION 2.01. NAME. The Trust created hereby shall be known as "ORIX
Credit Alliance Receivables Trust 2000-A", in which name the Owner Trustee may
conduct the activities of the Trust, make and execute contracts and other
instruments on behalf of the Trust and sue and be sued.

         SECTION 2.02. OFFICE. The office of the Trust shall be in care of the
Owner Trustee at the Owner Trustee Corporate Trust Office or at such other
address in Delaware as the Owner Trustee may designate by written notice to the
Owner and the Trust Depositor.

         SECTION 2.03. PURPOSES AND POWERS.

         (a) The sole purpose of the Trust is, and the Trust shall have the
power and authority, to manage the Trust Estate and collect and disburse the
periodic income therefrom for the use and benefit of the Owner, and in
furtherance of such purpose to engage in the following ministerial activities:

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

                       (ii)    with the proceeds of the sale of the Notes
                               and the Trust Certificate, to purchase the
                               Contracts and other Trust Assets, and to pay the
                               balance, if any, to the Trust Depositor pursuant
                               to the Transfer and Servicing Agreement;

                       (iii)   to assign, grant, transfer, pledge, mortgage and
                               convey the Trust Estate pursuant to the Indenture
                               and to hold, manage and distribute to the Owner
                               pursuant to the Transfer and Servicing Agreement
                               any portion of the Trust Estate released from the
                               Lien of, and remitted to the Trust pursuant to,
                               the Indenture;



                                      -5-
<PAGE>   11



                       (iv)    to enter into and perform its obligations under
                               the Transaction 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

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

The Trust shall not engage in any activities other than in connection with the
foregoing. Nothing contained herein shall be deemed to authorize the Owner
Trustee to engage in any business operations or any activities other than those
set forth in the introductory sentence of this Section. Specifically, the Owner
Trustee shall have no authority to engage in any business operations, or acquire
any assets other than those specifically included in the Trust Estate under
Section 1.01, or otherwise vary the assets held by the Trust. Similarly, the
Owner Trustee shall have no discretionary duties other than performing those
ministerial acts set forth above necessary to accomplish the purpose of this
Trust as set forth in the introductory sentence of this Section.

         SECTION 2.04. APPOINTMENT OF OWNER TRUSTEE. The Trust 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 2.05. CAPITAL CONTRIBUTION OF OWNER TRUST ESTATE. The Trust
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 Trust Depositor, as of the date hereof,
of the foregoing contribution, which shall constitute the initial Trust Estate
(prior to giving effect to the conveyances described in the Transfer and
Servicing Agreement) and shall be deposited in the Certificate Distribution
Account. The Trust 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 2.06. DECLARATION OF TRUST. The Owner Trustee hereby declares
that it will hold the Trust Estate in trust upon and subject to the conditions
set forth herein for the sole purpose of conserving the Trust Estate and
collecting and disbursing the periodic income therefrom for the use and benefit
of the Owner, subject to the obligations of the



                                      -6-
<PAGE>   12


Trust under the Transaction Documents. It is the intention of the parties hereto
that the Trust constitute a business trust under the Business Trust Statute and
that this Agreement constitute the governing instrument of such business trust.
It is the intention of the parties hereto that the Trust be disregarded as a
separate entity for federal income tax purposes pursuant to Treasury Regulation
Section 301.7701-3(b)(1)(ii) as in effect for periods after January 1, 1997. The
parties agree not to take any action inconsistent with such intended federal
income tax treatment. 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 for the sole purpose and to the extent necessary to accomplish the
purpose of this Trust as set forth in the introductory sentence of Section 2.03.

         SECTION 2.07. LIABILITY OF TRUST DEPOSITOR.

         (a) Pursuant to Section 3803(a) of the Business Trust Statute, the
Trust Depositor shall be liable directly to and will indemnify any injured party
or any other creditor of the Trust for all losses, claims, damages, liabilities
and expenses of the Trust to the extent that the Trust Depositor would be liable
if the Trust were a partnership under the Delaware Revised Uniform Limited
Partnership Act in which Trust Depositor were a general partner (including any
New Jersey personal property replacement tax that is imposed on the Trust as a
partnership); provided, however, that Trust Depositor shall not be liable for
any losses incurred by a Certificateholder in the capacity of an investor in the
Trust Certificate or a Noteholder in the capacity of an investor in the Notes.
In addition, any third party creditors of the Trust (other than in connection
with the obligations described in the immediately preceding sentence for which
the Trust Depositor shall not be liable) shall be deemed third party
beneficiaries of this paragraph. The obligations of the Trust Depositor under
this paragraph shall be evidenced by the Trust Certificate described in Section
3.11.

         (b) Other than to the extent set forth in Section 2.07(a), no Owner,
solely by virtue of its being the Holder of the Trust Certificate, shall have
any personal liability for any liability or obligation of the Trust.

         SECTION 2.08. TITLE TO TRUST PROPERTY. Legal title to the Trust Estate
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
Estate to be vested in an Owner Trustee or Owner 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.

         SECTION 2.09. SITUS OF TRUST. The Trust will be located and
administered in the State of Delaware or the State of Illinois. All bank
accounts maintained by the Owner Trustee on behalf of the Trust shall be located
in the State of Illinois or the State of Delaware. The Trust shall not have any
employees in any state other than Delaware;



                                      -7-
<PAGE>   13

provided, however, that nothing herein shall restrict or prohibit the Owner
Trustee from having employees within or without the State of Delaware. Payments
will be received by the Trust only in Delaware or Illinois and payments will be
made by the Trust only from Delaware or Illinois. The only office of the Trust
will be at the Owner Trustee Corporate Trust Office.

         SECTION 2.10. REPRESENTATIONS AND WARRANTIES OF THE TRUST DEPOSITOR.

         The Trust Depositor hereby represents and warrants to the Owner Trustee
that:

         (i)      The Trust Depositor is duly organized and validly existing as
                  a corporation organized and existing and in good standing
                  under the laws of the State of Delaware, with power and
                  authority to own its properties and to conduct its business
                  and had at all relevant times, and has, power, authority and
                  legal right to acquire and own the Contracts.

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

         (iii)    The Trust Depositor has the power and authority to execute and
                  deliver this Agreement and to carry out its terms; the Trust
                  Depositor has full power and authority to sell and assign the
                  property to be sold and assigned to and deposited with the
                  Owner Trustee on behalf of the Trust as part of the Trust
                  Estate and has duly authorized such sale and assignment and
                  deposit with the Owner Trustee on behalf of the Trust by all
                  necessary corporate action; and the execution, delivery and
                  performance of this Agreement have been duly authorized by the
                  Trust Depositor by all necessary corporate action. This
                  Agreement constitutes the legal, valid and binding obligation
                  of the Trust Depositor and is enforceable in accordance with
                  its terms, except as enforcement of such terms may be limited
                  by bankruptcy, insolvency or similar laws affecting the
                  enforcement of creditors' rights generally and by the
                  availability of equitable remedies.

         (iv)     The consummation of the transactions contemplated by this
                  Agreement and the fulfillment of the terms hereof do not
                  conflict with, result in any breach of any of the terms and
                  provisions of, nor constitute (with or without notice or lapse
                  of time) a default under, the articles of incorporation or
                  bylaws of the Trust Depositor, or any indenture, agreement or
                  other instrument to which the Trust Depositor is a party or



                                      -8-
<PAGE>   14


                  by which it is bound; nor result in the creation or imposition
                  of any Lien upon any of the properties of the Trust Depositor
                  pursuant to the terms of any such indenture, agreement or
                  other instrument (other than pursuant to the Transaction
                  Documents); nor violate any law or any order, rule or
                  regulation applicable to the Trust Depositor of any court or
                  of any federal or state regulatory body, administrative agency
                  or other governmental instrumentality having jurisdiction over
                  the Trust Depositor or its properties.

         (v)      All approvals, authorizations, consents, orders or other
                  actions of any person or any governmental entity required in
                  connection with the execution and delivery of this Agreement
                  and the fulfillment of the terms hereof have been obtained.

         (vi)     There are no proceedings or investigations pending, or to the
                  Trust Depositor's best knowledge threatened, before any court,
                  regulatory body, administrative agency or other governmental
                  instrumentality having jurisdiction over the Trust Depositor
                  or its properties: (A) asserting the invalidity of this
                  Agreement, any of the other Transaction Documents or the Trust
                  Certificate, (B) seeking to prevent the issuance of the Trust
                  Certificate or the consummation of any of the transactions
                  contemplated by this Agreement or any of the other Transaction
                  Documents, (C) seeking any determination or ruling that might
                  materially and adversely affect the performance by the Trust
                  Depositor of its obligations under, or the validity or
                  enforceability of, this Agreement, any of the other
                  Transaction Documents or the Trust Certificate or (D)
                  involving the Trust Depositor and which might adversely affect
                  the federal income tax or other federal, state or local tax
                  attributes of the Trust Certificate.

         SECTION 2.11. FEDERAL INCOME TAX TREATMENT. It is the intention of the
Trust Depositor that the Trust be disregarded as a separate entity for federal
income tax purposes pursuant to Treasury Regulations Section
301.7701-3(b)(1)(ii) as in effect for periods after January 1, 1997. The Trust
Certificate constitutes the sole equity interest in the Trust and must at all
times be held by either the Trust Depositor or its transferee as sole owner. The
Trust Depositor agrees not to take any action inconsistent with such intended
federal income tax treatment. Because for federal income tax purposes the Trust
will be disregarded as a separate entity, Trust items of income, gain, loss and
deduction for any month as determined for federal income tax purposes shall be
allocated entirely to the Trust Depositor (or subsequent purchaser of the Trust
Certificate) as the sole Certificateholder.



                                      -9-
<PAGE>   15


         SECTION 2.12 COVENANTS OF THE TRUST DEPOSITOR. The Trust Depositor
agrees and covenants that during the term of this Agreement, and to the fullest
extent permitted by applicable law, that:

         (a) in the event that (i) the Certificate Balance shall be reduced by
realized losses and (ii) any litigation with claims in excess of $1,000,000 to
which the Trust Depositor is a party which shall be reasonably likely to result
in a material judgment against the Trust Depositor that the Trust Depositor will
not be able to satisfy shall be commenced, during the period beginning
immediately following the commencement of such litigation and continuing until
such litigation is dismissed or otherwise terminated (and, if such litigation
has resulted in a final judgment against the Trust Depositor, such judgment has
been satisfied), the Trust Depositor shall not pay any dividend to OCAI, or make
any distribution on or in respect of its capital stock to OCAI, or repay the
principal amount of any indebtedness of the Trust Depositor held by OCAI, unless
(i) after giving effect to such payment, distribution or repayment, the Trust
Depositor's liquid assets shall not be less than the amount of actual damages
claimed in such litigation or (ii) the Rating Agencies shall not downgrade the
then existing rating on the Certificate with respect to any such payment,
distribution or repayment;

         (b) 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;

         (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 articles of
incorporation, by-laws and the Transaction Documents;

         (d) it shall obtain from each other party to each Transaction 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
9.01(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; and



                                      -10-
<PAGE>   16


         (e) 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.

                                  ARTICLE THREE

                   TRUST CERTIFICATE AND TRANSFER OF INTERESTS

         SECTION 3.01. OWNERSHIP.

         (a) Upon the formation of the Trust by the contribution by the Trust
Depositor pursuant to Section 2.05 and until the issuance of the Trust
Certificate, the Trust Depositor shall be the sole beneficiary of the Trust. The
Trust Certificate must at all times be held by either the Trust Depositor or its
transferee as sole owner.

         (b) No transfer of the Trust Certificate shall be made unless such
transfer is made in a transaction which does not require registration or
qualification under the Securities Act of 1933 or qualification under any state
securities or "Blue Sky" laws. Neither the Owner Trustee nor the Certificate
Registrar shall effect the registration of any transfer of the Trust Certificate
unless, (i) prior to such transfer the Owner Trustee shall have received a Tax
Opinion, and (ii) following such transfer, there would be no more than one
Holder of the Trust Certificate and the Holder of the Trust Certificate would
not be a Foreign Person, a partnership, Subchapter S corporation or grantor
trust.

         SECTION 3.02. THE TRUST CERTIFICATE. The Trust Certificate shall be
substantially in the form of Exhibit B hereto. The Trust Certificate shall be
issued in an amount equal to the Certificate Balance. The Trust Certificate
shall be executed by the Owner Trustee on behalf of the Trust by manual or
facsimile signature of an authorized officer of the Owner Trustee and shall be
deemed to have been validly issued when so executed. The Trust Certificate
bearing the manual or facsimile signature of individuals who were, at the time
when such signatures were affixed, authorized to sign on behalf of the Owner
Trustee shall be a valid and binding obligation of the Trust, notwithstanding
that such individuals or any of them have ceased to be so authorized prior to
the authentication and delivery of such Trust Certificate or did not hold such
offices at the date of such Trust Certificate. The Trust Certificate shall be
dated the date of its authentication.



                                      -11-
<PAGE>   17


         SECTION 3.03. AUTHENTICATION AND DELIVERY OF TRUST CERTIFICATE. The
Owner Trustee shall cause to be authenticated and delivered upon the order of
the Trust Depositor, in exchange for the Contracts and the other Trust Assets,
simultaneously with the sale, assignment and transfer to the Trust of the
Contracts and other Trust Assets, and the constructive delivery to the Owner
Trustee of the Contract Files and the other Trust Assets, a Trust Certificate
duly authenticated by the Owner Trustee, in the amount of the Certificate
Balance evidencing the entire ownership of the Trust, and Notes issued by the
Owner Trustee and authenticated by the Indenture Trustee in aggregate principal
amount of, in the case of (i) Class A-1 Notes, $         , (ii) Class A-2 Notes,
$          , (iii) Class A-3 Notes $          , (iv) Class A-4 Notes $         ,
(v) Class B Notes, $         and (vi) Class C Notes, $           . No Trust
Certificate shall be entitled to any benefit under this Agreement, or be valid
for any purpose, unless there appears on such Trust Certificate a certificate of
authentication substantially in the form set forth in the form of Trust
Certificate attached hereto as Exhibit B, executed by the Owner Trustee or its
authenticating agent, by manual signature, and such certificate upon any Trust
Certificate shall be conclusive evidence, and the only evidence, that such Trust
Certificate has been duly authenticated and delivered hereunder. Upon issuance,
authorization and delivery pursuant to the terms hereof, the Trust Certificate
will be entitled to the benefits of this Agreement.

         SECTION 3.04. REGISTRATION OF TRANSFER AND EXCHANGE OF TRUST
CERTIFICATE.

         (a) The Certificate Registrar shall keep or cause to be kept, a
Certificate Register, subject to such reasonable regulations as it may
prescribe. The Certificate Register shall provide for the registration of the
Trust Certificate and transfers and exchanges of the Trust Certificate as
provided herein. The Owner Trustee is hereby initially appointed Certificate
Registrar for the purpose of registering the Trust Certificate and transfers and
exchanges of the Trust Certificate as herein provided. The Owner Trustee will
arrange to have the Certificate Registrar's duties performed by its affiliate,
The Bank of New York. In the event that, subsequent to the Closing Date, the
Owner Trustee notifies the Servicer that it is unable to act as Certificate
Registrar, the Servicer shall appoint another bank or trust company, having an
office or agency located in New York, New York, agreeing to act in accordance
with the provisions of this Agreement applicable to it, and otherwise acceptable
to the Owner Trustee, to act as successor Certificate Registrar hereunder.

         (b) Upon surrender for registration of transfer of any Trust
Certificate at the Owner Trustee Corporate Trust Office, the Owner Trustee shall
execute, authenticate and deliver (or shall cause its authenticating agent to
authenticate and deliver), in the name of the designated transferee, one new
Trust Certificate having the same aggregate principal amount.




                                      -12-
<PAGE>   18


         (c) Every Trust Certificate presented or surrendered for registration
of transfer 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 thereof or his attorney duly authorized in writing.

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

         (e) All Trust Certificates surrendered for registration of transfer
shall be canceled and subsequently destroyed by the Owner Trustee.

         SECTION 3.05. MUTILATED, DESTROYED, LOST OR STOLEN TRUST CERTIFICATES.
If (i) any mutilated Trust Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Trust Certificate, and (ii) there is
delivered to the Certificate Registrar and the Owner Trustee such security or
indemnity as may be required by them to save each of them harmless, then, in the
absence of notice that such Trust Certificate has been acquired by a bona fide
purchaser, the Owner Trustee on behalf of the Trust shall execute and the Owner
Trustee or its authenticating agent shall authenticate and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost or stolen Trust
Certificate, a new Trust Certificate of like tenor and fractional undivided
interest. In connection with the issuance of any new Trust Certificate under
this Section, the Owner Trustee may require the payment by the Holder of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto. Any duplicate Trust Certificate issued pursuant to this
Section shall constitute complete and indefeasible evidence of ownership in the
Trust, as if originally issued, whether or not the lost, stolen or destroyed
Trust Certificate shall be found at any time.

         SECTION 3.06. PERSONS DEEMED OWNERS. Prior to due presentation of a
Trust Certificate for registration of transfer, the Owner Trustee, the
Certificate Registrar and any of their respective agents may treat the Person in
whose name any Trust Certificate is registered as the owner of such Trust
Certificate for the purpose of receiving distributions pursuant to Section 5.02
and for all other purposes whatsoever, and none of the Owner Trustee, the
Certificate Registrar, any Paying Agent or any of their respective agents shall
be affected by any notice of the contrary.

         SECTION 3.07. ACCESS TO LIST OF CERTIFICATEHOLDER'S NAME AND ADDRESSES.
The Owner Trustee shall furnish or cause to be furnished to the Servicer and the
Trust Depositor, within 15 days after receipt by the Certificate Registrar of a
written request therefor from the Servicer or the Trust Depositor, the name and
address of the Certificate-



                                      -13-
<PAGE>   19


holder as of the most recent Record Date in such form as the Servicer or the
Trust Depositor may reasonably require. Every Certificateholder, by receiving
and holding a Trust Certificate, agrees with the Servicer, the Trust Depositor
and the Owner Trustee that none of the Servicer, the Trust Depositor or the
Owner Trustee shall be held accountable by reason of the disclosure of any such
information as to the name and address of the Certificateholder hereunder,
regardless of the source from which such information was derived.

         SECTION 3.08. MAINTENANCE OF OFFICE OR AGENCY. The Owner Trustee shall
maintain in Delaware, an office or offices or agency or agencies where the Trust
Certificate may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Owner Trustee in respect of the Trust
Certificate and this Agreement may be served. The Owner Trustee hereby
designates the Owner Trustee Corporate Trust Office as its office for such
purposes. The Owner Trustee shall give prompt written notice to the Trust
Depositor, the Servicer and to the Certificateholder of any change in the
location of the Certificate Register or any such office or agency.

         SECTION 3.09. TEMPORARY TRUST CERTIFICATE. Pending the preparation of
the definitive fully registered Trust Certificate (the "Definitive Trust
Certificate"), the Owner Trustee, on behalf of the Trust, may execute,
authenticate and deliver, a temporary Trust Certificate that is printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the Definitive Trust Certificate in
lieu of which it is issued. If a temporary Trust Certificate is issued, the
Trust Depositor will cause the Definitive Trust Certificate to be prepared
without unreasonable delay. After the preparation of the Definitive Trust
Certificate, the temporary Trust Certificate shall be exchangeable for the
Definitive Trust Certificate upon surrender of the temporary Trust Certificate
at the office or agency to be maintained as provided in Section 3.08, without
charge to the Holder. Upon surrender for cancellation of the temporary Trust
Certificate, the Owner Trustee shall execute and authenticate and deliver in
exchange therefor a like principal amount of the Definitive Trust Certificate.
Until so exchanged, the temporary Trust Certificate shall in all respects be
entitled to the same benefits hereunder as a Definitive Trust Certificate.

         SECTION 3.10. APPOINTMENT OF PAYING AGENT. The Paying Agent shall make
distributions to the Certificateholder from the Certificate Distribution Account
pursuant to Section 5.02(a) 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 initially shall
be Harris Trust and Savings Bank, and any co-paying agent chosen by the



                                      -14-
<PAGE>   20


Paying Agent that is acceptable to the Owner Trustee. Each Paying Agent shall be
permitted to resign as Paying Agent upon 30 days' written notice to the Owner
Trustee. In the event that Harris Trust and Savings Bank 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 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
Certificateholder in trust for the benefit of the Certificateholder entitled
thereto until such sums shall be paid to such Certificateholder. 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 7.01, 7.03, 7.04 and 8.01 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.

         SECTION 3.11. OWNERSHIP BY TRUST DEPOSITOR OF TRUST CERTIFICATE. Trust
Depositor shall on the Closing Date purchase from the Trust a Trust Certificate
representing the Certificate Balance.

                                  ARTICLE FOUR

                            ACTIONS BY OWNER TRUSTEE

         SECTION 4.01. PRIOR NOTICE TO CERTIFICATEHOLDER WITH RESPECT TO CERTAIN
MATTERS. Subject to the provisions and limitation of Section 4.04, with respect
to the following matters, the Owner Trustee shall not take action unless at
least 30 days before the taking of such action, the Owner Trustee shall have
notified the Certificateholder in writing of the proposed action, the Indenture
Trustee shall have consented to such action in the event any Notes are
outstanding and the Certificateholder shall not have notified the Owner Trustee
in writing prior to the 30th day after such notice is given that such
Certificateholder has withheld consent or provided alternative direction:

         (a)      the initiation of any claim or lawsuit by the Trust (except
                  claims or lawsuits brought in connection with the collection
                  of the Contracts) and the compromise of any action, claim or
                  lawsuit brought by or against the Trust (except with respect
                  to the aforementioned claims or lawsuits for collection of the
                  Contracts);


                                      -15-
<PAGE>   21


         (b)      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);

         (c)      the amendment of the Indenture by a supplemental indenture in
                  circumstances where the consent of any Noteholder is required;

         (d)      the amendment of the Indenture by a supplemental indenture in
                  circumstances where the consent of any Noteholder is not
                  required and such amendment materially and adversely affects
                  the interest of the Owner;

         (e)      the amendment, change or modification of the Administration
                  Agreement, except to cure any ambiguity or to amend or
                  supplement any provision in a manner or add any provision that
                  would not materially and adversely affect the interests of the
                  Owner; or

         (f)      the appointment pursuant to the Indenture of a successor Note
                  Registrar, Paying Agent or Indenture Trustee or pursuant to
                  this Agreement of a successor Certificate Registrar, or the
                  consent to the assignment by the Note Registrar, Paying Agent,
                  Indenture Trustee or Certificate Registrar of its obligations
                  under the Indenture or the Agreement, as applicable.

         SECTION 4.02. ACTION BY OWNER WITH RESPECT TO CERTAIN MATTERS. Subject
to the provisions and limitations of Section 4.04, the Owner Trustee shall not
have the power, except upon the direction of the Owner, to (a) remove the
Administrator pursuant to Section 8 of the Administration Agreement, (b) appoint
a successor Administrator pursuant to Section 8 of the Administration Agreement,
(c) remove the Servicer pursuant to Section 8.02 of the Transfer and Servicing
Agreement, (d) except as expressly provided in the Transaction Documents, sell
the Contracts or other Trust Assets after the termination of the Indenture, (e)
initiate any claim, suit or proceeding by the Trust or compromise any claim,
suit or proceeding brought by or against the Trust, (f) authorize the merger or
consolidation of the Trust with or into any other business trust or entity
(other than in accordance with Section 3.10 of the Indenture) or (g) amend the
Certificate of Trust. The Owner Trustee shall take the actions referred to in
the preceding sentence only upon written instructions signed by the Owner.

         SECTION 4.03. ACTION BY OWNER WITH RESPECT TO BANKRUPTCY. Subject to
Section 2.12(b), the Owner Trustee shall not have the power to commence a
voluntary proceeding in a bankruptcy relating to the Trust without the prior
approval of the Owner and the delivery to the Owner Trustee by such Owner of a
certificate certifying that such Owner reasonably believes that the Trust is
insolvent.



                                      -16-
<PAGE>   22


         SECTION 4.04. RESTRICTIONS ON OWNER'S POWER. The Owner shall not direct
the Owner Trustee to take or to refrain from taking any action if such action or
inaction would be contrary to any obligation of the Trust or the Owner Trustee
under this Agreement or any of the Transaction Documents or would be contrary to
the purpose of this Trust as set forth in Section 2.03, nor shall the Owner
Trustee be obligated to follow any such direction, if given.

                                  ARTICLE FIVE

                           APPLICATION OF TRUST FUNDS;
                                 CERTAIN DUTIES

         SECTION 5.01. ESTABLISHMENT OF TRUST ACCOUNT. The Owner Trustee, for
the benefit of the Certificateholder, shall establish and maintain in the name
of the Trust an Eligible Account (the "Certificate Distribution Account"),
bearing a designation clearly indicating that the funds deposited therein are
held for the benefit of the Certificateholder.

         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. Except as otherwise expressly provided herein, the
Certificate Distribution Account shall be under the sole dominion and control of
the Owner Trustee for the benefit of the Certificateholder. If, at any time, the
Certificate Distribution Account ceases to be an Eligible Account, the Owner
Trustee (or the Trust Depositor on behalf of the Owner Trustee, if the
Certificate Distribution Account is not then held by the Owner Trustee or an
Affiliate thereof) shall within ten Business Days (or such longer period, not to
exceed 30 calendar days, as to which each Rating Agency 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.

         SECTION 5.02. APPLICATION OF TRUST FUNDS.

         (a) On each Distribution Date, the Paying Agent will deposit in the
Certificate Distribution Account and distribute to the Certificateholder amounts
received pursuant to Section 7.05 of the Transfer and Servicing Agreement with
respect to such Distribution Date.

         (b) On each Distribution Date, the Paying Agent shall send to the
Certificateholder the statement or statements provided to the Owner Trustee by
the Servicer pursuant to Section 9.01 of the Transfer and Servicing Agreement
with respect to such Distribution Date.



                                      -17-
<PAGE>   23

         (c) In the event that any withholding tax is imposed on the Trust's
payment (or allocation of income) to the Certificateholder, such tax shall
reduce the amount otherwise distributable to the Certificateholder in accordance
with this Section. The Paying Agent is hereby authorized and directed to retain
from amounts otherwise distributable to the Owner 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 amount of any withholding tax imposed with
respect to the Certificateholder shall be treated as cash distributed to such
Certificateholder 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, the Paying Agent may in its sole
discretion withhold such amounts in accordance with this paragraph (c).

         SECTION 5.03. METHOD OF PAYMENT. Subject to Section 9.01(c) respecting
the final payment upon retirement of the Certificate, distributions required to
be made to the Certificateholder of record on the related Record Date shall be
made by wire transfer of immediately available funds to the bank account of such
Certificateholder appearing in the Certificate Register.

         SECTION 5.04. NO SEGREGATION OF MONEYS; NO INTEREST. Subject to
Sections 5.01 and 5.02, moneys received by the Owner Trustee hereunder need not
be segregated in any manner except to the extent required by law or the Transfer
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 5.05. ACCOUNTING AND REPORTS TO THE CERTIFICATEHOLDER, THE
INTERNAL REVENUE SERVICE AND OTHERS. The Administrator shall (a) maintain (or
cause to be maintained) the books of the Trust on a fiscal year basis that is
consistent with the fiscal year basis used by the Originator and on a cash basis
method of accounting, (b) deliver to the Owner, as may be required by the Code
and applicable Treasury Regulations, such information as may be required to
enable the Owner to prepare its federal and state income tax returns, (c) file
such tax returns relating to the Trust and make such elections as from time to
time may be required or appropriate under any applicable state or federal
statute or any rule or regulation thereunder so as to maintain the federal
income tax treatment for the Trust as set forth in Section 2.11, (d) cause such
tax returns to be signed in the manner required by law and (e) collect or cause
to be collected any withholding tax as described in and in accordance with
Section 5.02(c) with respect to income or distributions to Owner. The Owner
Trustee shall elect under Section 1278 of the Code to include in income
currently any market discount that accrues with respect to the Contracts. If
applicable, the Owner Trustee shall not make the election provided under Section
754 or Section 761 of the Code.



                                      -18-
<PAGE>   24


         SECTION 5.06. SIGNATURE ON RETURNS; TAX MATTERS PARTNER.

         (a) The Trust Depositor shall sign on behalf of the Trust the tax
returns of the Trust.

         (b) If Subchapter K of the Code should be applicable to the Trust, the
Certificateholder shall be designated the "tax matters partner" of the Trust
pursuant to Section 6231(a)(7)(A) of the Code and applicable Treasury
Regulations.

                                   ARTICLE SIX

                      AUTHORITY AND DUTIES OF OWNER TRUSTEE

         SECTION 6.01. GENERAL AUTHORITY. Subject to the provisions and
limitations of Sections 2.03 and 2.06, the Owner Trustee is authorized and
directed to execute and deliver the Transaction 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 Transaction Documents to which the Trust is to be a party
and any amendment or other agreement, as evidenced conclusively by the Owner
Trustee's execution thereof. 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 Transaction Documents. The Owner Trustee is further
authorized from time to time to take such action as the Administrator recommends
with respect to the Transaction Documents.

         SECTION 6.02. GENERAL DUTIES. Subject to the provisions and limitations
of Sections 2.03 and 2.06, it shall be the duty of the Owner Trustee to
discharge (or cause to be discharged through the Administrator) all of its
responsibilities pursuant to the terms of this Agreement and the Transaction
Documents to which the Trust is a party and under which it has expressly assumed
any responsibility and to administer the Trust in the interest of the Owner,
subject to the Transaction Documents and in accordance with the provisions of
this Agreement. Without limiting the foregoing, the Owner Trustee shall on
behalf of the Trust file and prove any claim or claims that may exist against
OCAI in connection with any claims paying procedure as part of an insolvency or
receivership proceeding involving OCAI. Notwithstanding the foregoing, the Owner
Trustee shall be deemed to have discharged its duties and responsibilities
hereunder and under the Transaction 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 Transaction Document, and
the Owner Trustee shall not be held liable for the default or failure of the
Administrator to carry out its obligations under the Administration Agreement.



                                      -19-
<PAGE>   25


         SECTION 6.03.  ACTION UPON INSTRUCTION.

         (a) Subject to Article Four, in accordance with the terms of the
Transaction Documents the Owner may by written instruction direct the Owner
Trustee in the management of the Trust.

         (b) The Owner Trustee shall not be required to take any action
hereunder or under any other Transaction Document if the Owner Trustee shall
have reasonably determined, or shall have been advised by counsel, that such
action is likely to result in liability on the part of the Owner Trustee or is
contrary to the terms hereof or of any other Transaction 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 under
any other Transaction Document, the Owner Trustee shall promptly give notice (in
such form as shall be appropriate under the circumstances) to the Owner
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 of the Owner received, 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 taking such action not inconsistent with this Agreement and the
other Transaction Documents, as it shall deem to be in the best interests of the
Owner, 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
applicability of any provision of this Agreement or any other Transaction
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 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
Owner 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 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 taking such action not inconsistent with this Agreement or the other
Transaction Documents, as it shall deem to be in the best interests of the
Owner, and shall have no liability to any Person for such action or inaction.



                                      -20-
<PAGE>   26


         (e) Notwithstanding anything contained herein to the contrary, the
Owner Trustee shall not be required to take any action in any jurisdiction other
than in the State of Delaware if the taking of such action will (i) require the
registration with, licensing by or the taking of any other similar action in
respect of, any state or other governmental authority or agency of any
jurisdiction other than the State of Delaware by or with respect to the Owner
Trustee; (ii) result in any fee, tax or other governmental charge under the laws
of any jurisdiction or any political subdivisions thereof in existence on the
date hereof other than the State of Delaware being payable by the Owner Trustee;
or (iii) subject the Owner Trustee to personal jurisdiction in any jurisdiction
other than the State of Delaware for causes of action arising from acts
unrelated to the consummation of the transactions by the Owner Trustee
contemplated in this Agreement. In the event that the Owner Trustee has
determined that any action set forth in clauses (i)-(iii) will result in the
consequences stated therein, the Administrator and the Owner Trustee shall
appoint one or more Persons to act as co-trustee pursuant to Section 10.05.

         SECTION 6.04. 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 Estate, or to otherwise take or refrain from
taking any action under, or in connection with, any document contemplated hereby
to which the Owner Trustee is a party, except as expressly provided by the terms
of this Agreement or any document or written instruction received by the Owner
Trustee pursuant to Section 6.03; and no implied duties or obligations shall be
read into this Agreement or any other Transaction Document against the Owner
Trustee. The Owner Trustee shall have no responsibility for filing any financing
or continuation statement in any public office at any time or to otherwise
perfect or maintain the perfection of any security interest or lien granted to
it hereunder or to prepare or file any Commission filing for the Trust or to
record this Agreement or any other Transaction Document, which shall be the
responsibility of the Administrator pursuant to the Administration Agreement.
The Owner Trustee nevertheless agrees that it will, at its own cost and expense,
promptly take all action as may be necessary to discharge any liens on any part
of the Trust Estate that result from actions by, or claims against, the Owner
Trustee in its individual capacity that are not related to the ownership or the
administration of the Trust Estate.

         SECTION 6.05. 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 Estate 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 other Transaction
Documents and (iii) in accordance with any document or instruction delivered to
the Owner Trustee pursuant to Section 6.03.



                                      -21-
<PAGE>   27


         SECTION 6.06. RESTRICTIONS. The Owner Trustee shall not take any action
(i) that is inconsistent with the purposes of the Trust set forth in Section
2.03 or (ii) that, to the actual knowledge of a Responsible Officer of the Owner
Trustee, would result in the Trust's becoming taxable as a corporation for
federal or state income tax purposes. The Owner shall not direct the Owner
Trustee to take actions that would violate the provisions of this Section.

                                  ARTICLE SEVEN

                          CONCERNING THE OWNER TRUSTEE

         SECTION 7.01. ACCEPTANCE OF TRUSTS 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 moneys actually received by it constituting
part of the Trust Estate upon the terms of the Transaction Documents and this
Agreement. The Owner Trustee shall not be answerable or accountable hereunder or
under any other Transaction Document under any circumstances, except (i) for its
own willful misconduct or gross negligence or (ii) in the case of the inaccuracy
of any representation or warranty contained in Section 7.03 expressly made by
the Owner Trustee in its individual capacity. 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 by a responsible officer of the Owner Trustee
                  which did not result from gross negligence on the part of such
                  responsible officer;

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

         (c)      no provision of this Agreement or any other Transaction
                  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 Transaction 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 any of the
                  Transaction Documents, including the principal of and interest
                  on the Notes;



                                      -22-
<PAGE>   28


         (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 Trust Depositor or for the form,
                  character, genuineness, sufficiency, value or validity of any
                  of the Trust Estate, or for or in respect of the validity or
                  sufficiency of the Transaction Documents, other than the
                  certificate of authentication on the Trust Certificate, and
                  the Owner Trustee shall in no event assume or incur any
                  liability, duty, or obligation to any Noteholder or to any
                  Owner, other than as expressly provided for herein or
                  expressly agreed to in the Transaction Documents;

         (f)      the Owner Trustee shall not be liable for the default or
                  misconduct of the Administrator, the Trust Depositor, the
                  Indenture Trustee or the Servicer under any of the Transaction
                  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 other Transaction Documents
                  that are required to be performed by the Administrator under
                  the Administration Agreement, the Indenture Trustee under the
                  Indenture or the Servicer, or the Trust Depositor under the
                  Transfer 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 the Agreement, or to
                  institute, conduct or defend any litigation under this
                  Agreement or otherwise or in relation to this Agreement or any
                  other Transaction Document, at the request, order or direction
                  of the Owner, unless such Owner 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 other Transaction Document shall not be
                  construed as a duty, and the Owner Trustee shall not be
                  answerable for other than its negligence or willful misconduct
                  in the performance of any such act.

         SECTION 7.02. FURNISHING OF DOCUMENTS. The Owner Trustee shall furnish
to the Owner 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
Transaction Documents.



                                      -23-
<PAGE>   29


         SECTION 7.03. REPRESENTATIONS AND WARRANTIES. The Owner Trustee hereby
represents and warrants to the Trust Depositor and the Owner 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
                  to execute, deliver and perform its obligations under this
                  Agreement.

         (b)      It has taken all corporate action necessary to authorize the
                  execution and delivery by it of this Agreement, and this
                  Agreement 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 bylaws 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
                  Estate resulting from actions by or claims against the Owner
                  Trustee individually which are unrelated to this Agreement or
                  the other Transaction Documents.

         SECTION 7.04. 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 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.



                                      -24-
<PAGE>   30


         (b) In the exercise or administration of the trusts hereunder and in
the performance of its duties and obligations under this Agreement or the other
Transaction Documents, the Owner Trustee (i) may, at the expense of the Trust
Depositor, act directly or through its agents or attorneys pursuant to
agreements entered into by any of them, and the Owner Trustee shall not be
liable for the conduct or misconduct of such agents or attorneys as shall have
been selected by the Owner Trustee with reasonable care, and (ii) may, at the
expense of the Trust Depositor, 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.

         SECTION 7.05. NOT ACTING IN INDIVIDUAL CAPACITY. Except as provided in
this Article Seven, in accepting the trusts hereby created, The Bank of New York
(Delaware) 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 other Transaction
Document shall look only to the Trust Estate for payment or satisfaction
thereof.

         SECTION 7.06. OWNER TRUSTEE NOT LIABLE FOR TRUST CERTIFICATE, NOTES OR
CONTRACTS. The recitals contained herein and in the Trust Certificate (other
than the signature and countersignature of the Owner Trustee and the certificate
of authentication on the Trust Certificate) shall be taken as the statements of
the Trust Depositor, 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, any other Transaction Document or the
Trust Certificate (other than the signature and countersignature of the Owner
Trustee and the certificate of authentication on the Trust Certificate) or the
Notes, or of any Contract 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 Contract, or the perfection and priority of
any security interest created by any Contract in any Equipment or the
maintenance of any such perfection and priority, or for or with respect to the
sufficiency of the Trust Estate or its ability to generate the payments to be
distributed to the Certificateholder under this Agreement or the Noteholders
under the Indenture, including, without limitation, the existence, condition and
ownership of any Equipment; the existence and enforceability of any insurance
thereon; the existence and contents of any Contract on any computer or other
record thereof; the validity of the assignment of any Contract to the Trust or
of any intervening assignment; the completeness of any Contract; the performance
or enforcement of any Contract; the compliance by the Trust Depositor or the
Servicer with any warranty or representation made under any Transaction Document
or in any related document or the accuracy of any such warranty or
representation; or any action of the



                                      -25-
<PAGE>   31


Administrator, the Indenture Trustee or the Servicer or any subservicer taken in
the name of the Owner Trustee.

         SECTION 7.07. OWNER TRUSTEE MAY OWN TRUST CERTIFICATE AND NOTES. The
Owner Trustee in its individual or any other capacity may become the owner or
pledgee of the Trust Certificate or Notes and may deal with the Trust Depositor,
the Administrator, the Indenture Trustee and the Servicer in banking
transactions with the same rights as it would have if it were not Owner Trustee.

                                  ARTICLE EIGHT

                          COMPENSATION OF OWNER TRUSTEE

         SECTION 8.01. 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 and which shall be paid consistent with Section 5.19 of
the Transfer and Servicing Agreement. Additionally, the Owner Trustee shall be
entitled to be reimbursed by the Trust Depositor or Servicer 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.

         SECTION 8.02. INDEMNIFICATION. The Trust Depositor shall be liable as
primary obligor for, and shall indemnify the Owner Trustee and its successors,
assigns and servants (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 other Transaction Documents, the Trust
Estate, the administration of the Trust Estate or the action or inaction of the
Owner Trustee hereunder, except only that the Trust Depositor shall not be
liable for or required to indemnify an Indemnified Party from and against
Expenses arising or resulting from any of the matters described in the third
sentence of Section 7.01. The indemnities contained in this Section shall
survive the resignation or termination of the Owner Trustee or the termination
of this Agreement. In the event of any claim, action or proceeding for which
indemnity will be sought pursuant to this Section, the Owner Trustee's choice of
legal counsel shall be subject to the approval of the Trust Depositor, which
approval shall not be unreasonably withheld.



                                      -26-
<PAGE>   32

         SECTION 8.03. PAYMENTS TO THE OWNER TRUSTEE. Any amounts paid to the
Owner Trustee pursuant to this Article shall be deemed not to be a part of the
Trust Estate immediately after such payment.

                                  ARTICLE NINE

                         TERMINATION OF TRUST AGREEMENT

         SECTION 9.01. TERMINATION OF TRUST AGREEMENT.


         (a) This Trust shall dissolve upon the earlier of (i) the day following
the final distribution by the Owner Trustee of all moneys or other property or
proceeds of the Trust Estate in accordance with the terms of the Indenture, the
Transfer and Servicing Agreement and Article Five, provided that the Trust
Depositor shall have delivered a written notice to the Owner Trustee electing
to terminate the Trust, and (ii) the time provided in Section 9.02. The
bankruptcy, liquidation, dissolution, death or incapacity of any Owner, other
than the Trust Depositor as described in Section 9.02, shall not (i) operate to
terminate this Agreement or the Trust, (ii) 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 Estate or (iii) otherwise affect the rights, obligations and
liabilities of the parties hereto.


         (b) Except as provided in Section 9.01(a), neither the Trust Depositor
nor any Holder shall be entitled to revoke or terminate the Trust.

         (c) Notice of any dissolution of the Trust, specifying the Distribution
Date upon which the Certificateholder shall surrender its Trust Certificate to
the Paying Agent for payment of the final distribution and cancellation, shall
be given by the Owner Trustee by letter to the Certificateholder mailed within
five Business Days of receipt of notice of termination from the Servicer given
pursuant to Section 10.01 of the Transfer and Servicing Agreement, stating (i)
the Distribution Date upon or with respect to which final payment of the Trust
Certificate shall be made upon presentation and surrender of the Trust
Certificate at the office of the Paying Agent therein designated, (ii) the
amount of any such final payment and (iii) that the Record Date otherwise
applicable to such Distribution Date is not applicable, payments being made only
upon presentation and surrender of the Trust Certificate at the office of the
Paying Agent therein specified. The Owner Trustee shall give such notice to the
Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at
the time such notice is given to the Certificateholder. Upon presentation and
surrender of the Trust Certificates, the Paying Agent shall cause to be
distributed to the Certificateholder amounts distributable on such Distribution
Date pursuant to Section 5.02.



                                      -27-
<PAGE>   33


         (d) In the event that the Certificateholder shall not surrender its
Trust Certificate 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 such Certificateholder to surrender its Trust Certificate for
cancellation and receive the final distribution with respect thereto. If within
one year after the second notice the Trust Certificate 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 Certificateholder
concerning surrender of its Trust Certificates, and the cost thereof shall be
paid out of the funds and other assets that shall remain subject to this
Agreement. Any funds remaining in the Trust after exhaustion of such remedies
shall be distributed by the Owner Trustee to the Trust Depositor.

         (e) Upon the winding up of the Trust and payment of all liabilities in
accordance with Section 3808 of the Business Trust Statute, 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 at which time the Trust shall
terminate. The Administrator shall be the liquidator of the Trust.

         SECTION 9.02. DISSOLUTION UPON BANKRUPTCY OF TRUST DEPOSITOR OR
WITHDRAWAL OR REMOVAL OF TRUST DEPOSITOR. In the event that an Insolvency Event
shall occur with respect to the Trust Depositor or the Trust Depositor shall
withdraw, liquidate or be removed from the Trust, this Agreement shall be
terminated in accordance with Section 9.01 90 days after the date of such event,
unless within such 90 day period, the Owner Trustee shall have received written
instructions from the Required Holders not to dissolve or terminate the Trust.
Promptly after the occurrence of any Insolvency Event with respect to the Trust
Depositor, the Trust Depositor shall give the Indenture Trustee and Owner
Trustee written notice thereof, and the Indenture Trustee shall give prompt
written notice to the Noteholders thereof. Upon a termination pursuant to this
Section, the Owner Trustee shall direct the Indenture Trustee promptly to sell,
at the expense of the Trust, the Trust Assets in a commercially reasonable
manner and on commercially reasonable terms. The proceeds of such a sale of the
Trust Assets shall be treated as Collections under the Transfer and Servicing
Agreement.

                                   ARTICLE TEN

             SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

         SECTION 10.01. ELIGIBILITY REQUIREMENTS FOR OWNER TRUSTEE. The Owner
Trustee shall at all times be a corporation satisfying the provisions of Section
3807(a) of the Business Trust Statute; authorized to exercise corporate trust
powers; and (a) having a combined capital and surplus of at least $50,000,000
and subject to supervision or



                                      -28-
<PAGE>   34


examination by federal or state authorities; and having (or having a parent that
has) a rating of at least Baa3 by Moody's, BBB- by S&P, and BBB- by Fitch (if
rated by Fitch); or (b) which the Rating Agencies have otherwise indicated in
writing is an entity acceptable to act as Owner Trustee hereunder. 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 10.02.

         SECTION 10.02. 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 Administrator. Upon receiving such
notice of resignation, the Administrator shall promptly appoint a successor
Owner Trustee 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. 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 may petition any court of competent
jurisdiction for the appointment of a successor Owner Trustee. Any successor
Owner Trustee appointed hereunder shall promptly file an amendment to the
Certificate of Trust to the extent required by Delaware law.

         If at any time the Owner Trustee shall cease to be eligible in
accordance with the provisions of Section 10.01 and shall fail to resign after
written request therefor by the Administrator, 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 Administrator, may remove the Owner
Trustee. If the Administrator shall remove the Owner Trustee under the authority
of the immediately preceding sentence, the Administrator shall promptly appoint
a successor Owner Trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the outgoing Owner Trustee so removed and one
copy to the successor Owner Trustee, and shall pay 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 acceptance of appointment by the successor Owner
Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to
the outgoing Owner Trustee.



                                      -29-
<PAGE>   35


The Administrator shall provide notice of such resignation or removal of the
Owner Trustee to each Rating Agency.

         SECTION 10.03. SUCCESSOR OWNER TRUSTEE. Any successor Owner Trustee
appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to
the Administrator, and to its predecessor Owner Trustee an instrument accepting
such appointment under this Agreement, and thereupon the 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 upon payment of its fees and expenses
deliver to the successor Owner Trustee all documents and statements and monies
held by it under this Agreement; and the Administrator 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 10.01.

         Upon acceptance of appointment by a successor Owner Trustee pursuant to
this Section, the Administrator shall mail notice thereof to the
Certificateholder, the Indenture Trustee, the Noteholders and each Rating
Agency. If the Administrator shall fail to mail such notice within ten days
after acceptance of such appointment by the successor Owner Trustee, the
successor Owner Trustee shall cause such notice to be mailed at the expense of
the Administrator.

         SECTION 10.04. 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, 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; provided, that such corporation shall be eligible pursuant to
Section 10.01 and, provided, further, that the Owner Trustee shall mail notice
of such merger or consolidation to each Rating Agency.

         SECTION 10.05. 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 Estate or any



                                      -30-
<PAGE>   36


financed Equipment 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 Administrator and
Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as
separate trustee or separate trustees, of all or any part of the Trust Estate,
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 appointment within 15 days after the receipt by it of a request
so to do, the Owner Trustee alone 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 Owner Trustee pursuant to Section 10.01
and no notice of the appointment of any co-trustee or separate trustee shall be
required pursuant to Section 10.03.

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

         (a)      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
                  Estate 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;

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

         (c)      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



                                      -31-
<PAGE>   37


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.

         Any separate trustee or co-trustee may at any time appoint the Owner
Trustee as 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
Owner Trustee, to the extent permitted by law, without the appointment of a new
or successor co-trustee or separate trustee.

                                 ARTICLE ELEVEN

                                  MISCELLANEOUS

         SECTION 11.01. SUPPLEMENTS AND AMENDMENTS.

         (a) The Agreement may be amended by the Trust Depositor, and the Owner
Trustee, without the consent of any of the Noteholders or the Certificateholder,
to cure any ambiguity, to correct or supplement any provisions in this Agreement
or to add any other provisions with respect to matters or questions arising
under this Agreement that shall not be inconsistent with the provisions of this
Agreement; provided, however, that any such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interests of
any Noteholder or the Certificateholder.

         (b) This Agreement may also be amended from time to time by the Trust
Depositor, and the Owner Trustee, with the consent of the Required Holders, for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Agreement, or of modifying in any manner the
rights of the Noteholders or the Certificateholder; provided, however, that no
such amendment shall increase or reduce in any manner the amount of, or
accelerate or delay the timing of, (i) collections of payments on Contracts or
distributions that shall be required to be made for the benefit of the
Noteholders or the Certificateholder, or (ii) eliminate the Certificateholder
consent or reduce the aforesaid percentage of the Outstanding Amount of the
Notes required to consent to any such amendment, without the consent of the
Holders of all outstanding Notes and the Trust Certificate.



                                      -32-
<PAGE>   38


         (c) Prior to the execution of any such amendment or consent, the Trust
Depositor shall furnish written notification of the substance of such amendment
or consent, together with a copy thereof, to the Indenture Trustee, the
Administrator and 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. It shall not be necessary for
the consent of the Certificateholder, Noteholders or the Indenture Trustee
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 any other
consents of the Certificateholder provided for in this Agreement or in any other
Transaction Document) and of evidencing the authorization of the execution
thereof by the Certificateholder shall be subject to such reasonable
requirements as the Owner Trustee may prescribe.

         (e) Promptly after the execution of any amendment to the Certificate of
Trust, the Owner Trustee shall cause the filing of such amendment with the
Secretary of State.

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

         SECTION 11.02. NO LEGAL TITLE TO TRUST ESTATE IN OWNER. The Owner shall
not have legal title to any part of the Trust Estate. The Owner shall be
entitled to receive distributions with respect to its undivided ownership
interest herein only in accordance with Articles Five and Nine. No transfer, by
operation of law or otherwise, of any right, title or interest of the Owner to
and in its ownership interest in the Trust Estate 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
Estate.

         SECTION 11.03. LIMITATIONS ON RIGHTS OF OTHERS. Except for Section
2.07, the provisions of this Agreement are solely for the benefit of the Owner
Trustee, the Trust Depositor, the Owner, the Administrator and, to the extent
expressly provided herein, the Indenture Trustee and the Noteholders, and
nothing in this Agreement (other than Section 2.07), whether express or implied,
shall be construed to give to any other Person any legal or equitable right,
remedy or claim in the Trust Estate or under or in respect of this Agreement or
any covenants, conditions or provisions contained herein.



                                      -33-
<PAGE>   39


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

                       (i)     If to the Servicer or any Seller:

                               ORIX Credit Alliance, Inc.
                               300 Lighting Way
                               Secaucus, New Jersey
                               Attention:  Chief Financial
                               Officer/Asset Securitization
                               Fax No.:  (201) 348-2914

                       (ii)    If to the Trust Depositor:

                               ORIX Credit Alliance Receivables Corporation III
                               300 Lighting Way
                               Secaucus, New Jersey
                               Attention:  President/Asset Securitization
                               Fax No.:  (201) 348-2914

                       (iii)   If to the Indenture Trustee:

                               Harris Trust and Savings Bank
                               311 West Monroe Street
                               Chicago, Illinois 60606
                               Attention:  Indenture Trust Administration
                               Fax No.:  (312) 293-4139

                       (iv)    If to the Owner Trustee:

                               The Bank of New York (Delaware)
                               502 White Clay Center
                               P.O. Box 6973
                               Newark, Delaware 19714-6973
                               Attention:  Corporate Trust Administration
                               Fax No.:  (302) 283-8279



                                      -34-

<PAGE>   40

                               With a copy to:

                               The Bank of New York
                               101 Barclay Street
                               12 East
                               New York, New York 10286
                               Attn:  Asset-Backed Finance Group
                               Fax No.:  (212) 815-4135

                       (v)     If to Moody's:

                               Moody's Investors Service, Inc.
                               99 Church Street
                               4th Floor
                               New York, New York 10007
                               Attention:  ABS Monitoring Department
                               Fax No.:  (212) 553-0344

                       (vi)    If to S&P:

                               Standard & Poors Ratings Service
                               55 Water Street
                               41st Floor
                               New York, New York 10041
                               Attention:  Surveillance:  Asset Backed Services
                               Fax No.:  (212) 438-2662

                       (vii)   If to Fitch:

                               Fitch IBCA, Inc.
                               One State Street Plaza
                               32nd Floor
                               New York, New York 10004
                               Attention:  Asset Backed Securities Group
                               Fax No.:  (212) 514-9879



                                      -35-
<PAGE>   41


                       (viii)  If to the Underwriter:

                               First Union Securities, Inc.
                               One First Union Center, TW-9
                               301 South College Street
                               Charlotte, North Carolina 28288-0610
                               Attention:  Asset Securitization Division
                               Fax No.:  (704) 374-3254

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

         SECTION 11.05. SEVERABILITY OF PROVISIONS. If 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 Trust
Certificate or the rights of the Holder thereof.

         SECTION 11.06. COUNTERPARTS. This Agreement may be executed by
facsimile signature and in several counterparts, each of which shall be an
original and all of which shall constitute but one and the same instrument.

         SECTION 11.07. SUCCESSORS AND ASSIGNS. All covenants and agreements
contained herein shall be binding upon, and inure to the benefit of, each of the
Trust Depositor, and the Owner Trustee and their respective successors and
permitted assigns and each Owner and its successors and permitted assigns, all
as herein provided. Any request, notice, direction, consent, waiver or other
instrument or action by an Owner shall bind the successors and assigns of such
Owner.

         SECTION 11.08. NO PETITION. The Owner Trustee, by entering into this
Agreement, each Certificateholder, by accepting a Trust Certificate, and the
Indenture Trustee and each Noteholder, by accepting the benefits of this
Agreement, hereby covenant and agree that they will not at any time institute
against the Trust Depositor or the Trust, or join in any institution against the
Trust Depositor, or the Trust of, any bankruptcy proceedings under any United
States federal or state bankruptcy or similar law in connection with any
obligations relating to the Trust Certificate, the Notes, this Agreement or any
of the other Transaction Documents.

         SECTION 11.09. NO RECOURSE. Each Certificateholder by accepting a Trust
Certificate acknowledges that such Certificateholder's Trust Certificate
represent



                                      -36-
<PAGE>   42


beneficial interests in the Trust only and do not represent interests in or
obligations of the Trust Depositor, the Servicer, the Originator, the
Administrator, the Owner Trustee, the Indenture Trustee or any of the respective
Affiliates 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
Trust Certificate or the other Transaction Documents. The Owner by accepting the
Trust Certificate (i) acknowledges that such Trust Certificate represents a
beneficial interest in the Trust and Trust Assets only and does not represent an
interest in or an obligation of the Trust Depositor, the Servicer, the
Originator, the Administrator, the Owner Trustee, the Indenture Trustee, or any
Affiliate of the foregoing, and no recourse may be had against any such party or
their assets, except as may be expressly set forth or contemplated in the
Transaction Documents and (ii) enters into the undertakings and agreements
provided for such Certificateholder set forth in Section 13.09 of the Transfer
and Servicing Agreement.

         SECTION 11.10. HEADINGS. The headings of the various Articles and
Sections herein are for convenience of reference only and shall not define or
limit any of the terms or provisions hereof.

         SECTION 11.11. GOVERNING LAW AND JURY WAIVER. (a) THIS AGREEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, 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; and

         (b) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH
THIS AGREEMENT. Each person hereto (i) certifies that no representative, agent
or attorney of any other party has represented, expressly or otherwise, that
such other party would not, in the event of litigation, seek to enforce the
foregoing waiver and (ii) acknowledges that it and the other parties hereto have
been induced to enter into this Agreement by, among other things, the mutual
waivers and certifications in this Section 11.11(b).

         SECTION 11.12. TRUST CERTIFICATE TRANSFER RESTRICTIONS. The Trust
Certificate may not be acquired by or for the account of a Benefit Plan. By
accepting and holding a Trust Certificate, the Holder thereof shall be deemed to
have represented and warranted that it is not a Benefit Plan nor will it hold
such Trust Certificate for the account of a Benefit Plan.



                                      -37-
<PAGE>   43


         SECTION 11.13. TRUST DEPOSITOR PAYMENT OBLIGATION. The Trust Depositor
shall be responsible for payment of the Administrator's compensation pursuant to
Section 3 of the Administration Agreement and shall reimburse the Administrator
for all expenses and liabilities of the Administrator incurred thereunder.



                                      -38-
<PAGE>   44



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


                               ORIX CREDIT ALLIANCE RECEIVABLES
                               CORPORATION III
                               as Trust Depositor



                               By:
                                  ----------------------------------------------
                               Printed Name: Joseph J. McDevitt, Jr.
                                            -----------------------------
                               Title:   President
                                     -------------------------------




                               THE BANK OF NEW YORK (DELAWARE)



                               By:
                                  -----------------------------------
                               Printed Name: Cheryl Laser
                                            -----------------------------
                               Title:   Assistant Vice President
                                     ------------------------------------



                                      -39-
<PAGE>   45





                                                                       EXHIBIT A

                             CERTIFICATE OF TRUST OF
                  ORIX CREDIT ALLIANCE RECEIVABLES TRUST 2000-A

         This Certificate of Trust of ORIX Credit Alliance Receivables Trust
2000-A (the "Trust"), dated          , 2000, is being duly executed and filed by
the undersigned, as trustee, to form a business trust under the Delaware
Business Trust Act (12 Del. Code, Section 3801 et seq.) (the "Act").

         1.       Name.  The name of the business trust formed hereby is ORIX
Credit Alliance Receivables Trust 2000-A.

         2.       Delaware Trustee. The name and business address of the Owner
Trustee of the Trust in the State of Delaware is 502 White Clay Center, Newark,
Delaware 19714-6973 (Attn: Corporate Trust Administration).

         3.       Effective Date. This Certificate shall be effective upon
filing.

         IN WITNESS WHEREOF, the undersigned, being the sole trustee of the
Trust, has executed this Certificate of Trust in accordance with Section 3811(e)
of the Act.


                               THE BANK OF NEW YORK (DELAWARE)
                               not in its individual capacity but solely
                               as trustee



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



                                      A-1

<PAGE>   46



                                                                       EXHIBIT B



THIS TRUST CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE NOTES TO THE
EXTENT DESCRIBED IN THE TRANSFER AND SERVICING AGREEMENT AND INDENTURE REFERRED
TO HEREIN.

THIS TRUST CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR AN INTEREST IN
ORIX CREDIT ALLIANCE CORPORATION, ORIX CREDIT ALLIANCE, INC., OR ANY AFFILIATE
THEREOF, EXCEPT TO THE EXTENT SET FORTH IN THE TRUST AGREEMENT. THIS TRUST
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY
STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR PLEDGED UNLESS THE
CONDITIONS SET FORTH IN SECTION 3.04 OF THE TRUST AGREEMENT HAVE BEEN COMPLIED
WITH.

THIS CERTIFICATE IS TRANSFERRABLE ONLY IN WHOLE AND NOT IN PART.

THIS TRUST CERTIFICATE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS TRUST
CERTIFICATE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF
SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.

    ORIX CREDIT ALLIANCE RECEIVABLES TRUST 2000-A CERTIFICATE

NO.  1                                              Trust Certificate
                                                    Principal Balance $

         THIS CERTIFIES THAT ORIX Credit Alliance Receivables Corporation III is
the registered owner of               Dollars ($           ) of a nonassessable,
fully-paid, fractional undivided beneficial equity interest in the ORIX Credit
Alliance Receivables Trust 2000-A (the "Trust") formed by ORIX Credit Alliance
Receivables Corporation III, a Delaware corporation (the "Trust Depositor").

         The Trust was created pursuant to an Amended and Restated Trust
Agreement, dated as of February            , 2000 (as amended, restated and/or
supplemented from time to time, the "Trust Agreement"), among ORIX Credit
Alliance Receivables Corporation III, as Trust Depositor (the "Trust
Depositor"), and The Bank of New York (Delaware), as owner trustee (the "Owner
Trustee"), a summary of certain of the pertinent provisions of which is set
forth below. To the extent not otherwise defined herein, the capitalized terms
used herein have the meanings assigned to them in (i) the Trust Agreement, (ii)
the Transfer and Servicing Agreement, dated as of              , 2000 (the
"Transfer and Servicing Agreement"), among the Trust, ORIX Credit Alliance
Receivables Corporation



<PAGE>   47


III, as depositor (the "Trust Depositor"), ORIX Credit Alliance Inc. ("OCAI"),
as Servicer (in such capacity, the "Servicer"; in its capacity as the originator
and its successor and assigns, the "Originator"), and Harris Trust and Savings
Bank, as Indenture Trustee (the "Indenture Trustee") or (iii) the Indenture,
dated as of , 2000 (the "Indenture"), between the Trust and the Indenture
Trustee.

         This Trust Certificate is the duly authorized Trust Certificate
designated as "ORIX Credit Alliance Receivables-Backed Certificate" (the "Trust
Certificate"). Also issued under the Indenture are six classes of notes
designated as "ORIX Credit Alliance Receivables Trust Class A-1
Receivable-Backed Notes" and "ORIX Credit Alliance Receivables Trust Class A-2
Receivable-Backed Notes", and "ORIX Credit Alliance Receivables Trust Class A-3
Receivable-Backed Notes", and "ORIX Credit Alliance Receivables Trust Class A-4
Receivable-Backed Notes" and "ORIX Credit Alliance Receivables Trust Class B
Receivable-Backed Notes" and "ORIX Credit Alliance Receivables Trust Class C
Receivable-Backed Notes," (collectively, the "Notes"). This Trust Certificate is
issued under and is subject to the terms, provisions and conditions of the Trust
Agreement, to which Trust Agreement the Holder of this Trust Certificate by
virtue of its acceptance hereof assents and by which such Holder is bound. The
property of the Trust includes, among other things, all the right, title and
interest of the Trust Depositor and the Originator in the Contract Assets as
defined in Section 2.01(b) of the Transfer and Servicing Agreement and Section
2.01 of the OCAI Transfer and Servicing Agreement.

         Under the Trust Agreement, there will be distributed on the fifteenth
day of each month or if such day is not a Business Day the next succeeding
Business Day commencing            , 2000 (each, a "Distribution Date"), and
ending no later than the Distribution Date in            to the person in whose
name this Trust Certificate is registered at the close of business on the last
day of the immediately preceding calendar month (each, a "Record Date"), the
amount to be distributed to the Certificateholder pursuant to the Trust
Agreement on such Distribution Date.

         The Holder of this Trust Certificate acknowledges and agrees that its
rights to receive distributions in respect of this Trust Certificate are
subordinated to the rights of the Noteholders to the extent described in the
Transfer and Servicing Agreement and the Indenture.

         It is the intent of the Originator, the Servicer, the Trust Depositor,
Owner Trustee, Indenture Trustee and the Certificateholder that, for purposes of
federal income, state and local income and single business tax and any other
income taxes, the Trust will be disregarded as a separate entity for federal
income tax purposes pursuant to Treasury Regulations Section
301.7701-3(b)(1)(ii) and that all items of income, deduction, gain, loss or
credit of the Trust will be treated as such items of the Certificateholder. The
Trust



                                      -2-
<PAGE>   48


Depositor and any other Certificateholder, by acceptance of a Trust Certificate,
agrees to treat, and to take no action inconsistent with such treatment of, the
Trust for federal, state and local income tax purposes.

         Each Certificateholder, by its acceptance of a Trust Certificate or
beneficial interest in a Trust Certificate, covenants and agrees that such
Certificateholder will not at any time institute against the Trust or the Trust
Depositor, or join in any institution against the Trust or the Trust Depositor
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
Trust Certificate, the Notes, the Trust Agreement or any of the other
Transaction Documents.

         Distributions on this Trust Certificate will be made as provided in the
Trust Agreement by the Owner Trustee or its Agent by wire transfer or check
mailed to the Certificateholder of record in the Certificate Register without
the presentation or surrender of this Trust Certificate or the making of any
notation hereon. Except as otherwise provided in the Trust Agreement and
notwithstanding the above, the final distribution on this Trust Certificate will
be made after due notice by the Owner Trustee of the pendency of such
distribution and only upon presentation and surrender of this Trust Certificate
at the office or agency maintained for that purpose by the Owner Trustee's
affiliate, The Bank of New York, in the City of New York, State of New York.

         Reference is hereby made to the further provisions of this Trust
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

         Unless the certificate of authentication hereon shall have been
executed by an authorized officer of the Owner Trustee, by manual signature,
this Trust Certificate shall not entitle the Holder hereof to any benefit under
the Trust Agreement or any other Transaction Document or be valid for any
purpose.



                                      -3-
<PAGE>   49


         THIS TRUST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF DELAWARE, 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.

                            {REVERSE OF CERTIFICATE}

         The Trust Certificate does not represent an obligation of, or an
interest in the Trust Depositor, ORIX Credit Alliance, as the Originator or
Servicer, the Owner Trustee, the Indenture Trustee or any of their respective
Affiliates and no recourse may be had against such parties or their assets,
except as expressly set forth or contemplated herein or in the Trust Agreement
or the other Transaction Documents. In addition, this Trust Certificate is not
guaranteed by any governmental agency or instrumentality and is limited in right
of payment to certain collections and recoveries with respect to the Contracts
and certain other amounts, in each case as more specifically set forth herein
and in the Transfer and Servicing Agreement. A copy of each of the Transfer and
Servicing Agreement and the Trust Agreement may be examined by any
Certificateholder upon written request during normal business hours at the
principal office of the Trust Depositor and at such other places, if any,
designated by the Trust Depositor.

         The Trust Agreement permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of the
Trust Depositor and the rights of the Certificateholder under the Trust
Agreement at any time by the Trust Depositor and the Owner Trustee with the
consent of the Required Holders (as defined in the Transfer and Servicing
Agreement). Any such consent shall be conclusive and binding on the Holder and
on all future Holders of this Trust Certificate and of any Trust Certificate
issued upon the transfer hereof or in exchange hereof or in lieu hereof, whether
or not notation of such consent is made upon this Trust Certificate. The Trust
Agreement also permits the amendment thereof, in certain limited circumstances,
without the consent of the Holder of the Trust Certificate or any Noteholder.

         As provided in the Trust Agreement and subject to certain limitations
therein set forth, the transfer of this Trust Certificate is registerable in the
Certificate Register upon surrender of this Trust Certificate for registration
of transfer at the offices or agencies of the Certificate Registrar maintained
by The Bank of New York, an affiliate of the Owner Trustee in New York, New
York, accompanied by a written instrument of transfer in form satisfactory to
the Owner Trustee and the Certificate Registrar in Newark, Delaware executed by
the Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon a new Trust Certificate evidencing the same aggregate interest in the
Trust will



                                      -4-
<PAGE>   50


be issued to the designated transferee. The initial Certificate Registrar
appointed under the Trust Agreement is the Owner Trustee.

         Except as provided in the Trust Agreement, the Trust Certificate is
issuable only as a registered Trust Certificate without coupons. No service
charge will be made for any registration of transfer of such Trust Certificate,
but the Owner Trustee or the Certificate Registrar may require payment of a sum
sufficient to cover any tax or governmental charge payable in connection
therewith.

         The Owner Trustee, the Certificate Registrar and any of their
respective agents may treat the Person in whose name this Trust Certificate is
registered as the owner hereof for all purposes, and none of the Owner Trustee,
the Certificate Registrar or any such agent shall be affected by any notice to
the contrary.

         The obligations and responsibilities created by the Trust Agreement and
the Trust created thereby shall terminate upon the payment to Certificateholder
of all amounts required to be paid to such Holder pursuant to the Trust
Agreement and the Transfer and Servicing Agreement and the deposition of all
property held as part of the Trust Estate. The Trust Depositor may at its option
purchase the Trust Estate at the times and at the prices specified in the
Transfer and Servicing Agreement.

         The Trust Certificate may not be acquired by a Benefit Plan. By
accepting and holding this Trust Certificate, the Holder hereof shall be deemed
to have represented and warranted that it is not a Benefit Plan and is not
acquiring this Trust Certificate or an interest therein for the account of such
an entity.



                                      -5-
<PAGE>   51



         IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not
in its individual capacity, has caused this Trust Certificate to be duly
executed.

Dated: February        , 2000     ORIX CREDIT ALLIANCE RECEIVABLES
                                  TRUST 2000-A


                                  By: THE BANK OF NEW YORK
                                      (DELAWARE), not in its individual capacity
                                      but solely as Owner Trustee



                                  By:
                                     ------------------------------------
                                             Authorized Signatory


         OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is the Trust Certificate referred to in the within-mentioned Trust
Agreement.

                                            THE BANK OF NEW YORK
                                            (DELAWARE)
                                            not in its individual capacity
                                            but solely as Owner Trustee



                                            By:
                                               -------------------------------
                                                   Authorized Signatory



                                      -6-
<PAGE>   52



                                   ASSIGNMENT

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE



----------------------------------------------------------------------------
(Please print or type name and address, including postal zip code, of assignee)



-------------------------------------------------------------------------------
the within Trust Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing



--------------------------------------------------------------------------------
to transfer said Trust Certificate on the books of the Certificate Registrar,
with full power of substitution in the premises.

Dated:
      ------------------

Signature Guaranteed:



-----------------------------------------------
NOTICE:  Signature(s) must be guaranteed by an
eligible guarantor institution.


---------------------------------------------------
NOTICE: The signature to this assignment must
correspond with the name of the registered owner
as it appears on the face of the within Trust
Certificate in every particular, without alteration
or enlargement or any change whatever.



                                      -7-