<PAGE>   1
                                                                    EXHIBIT 10.3

                             OCAI TRANSFER AGREEMENT



                                     BETWEEN



                    ORIX CREDIT ALLIANCE, INC., AS ORIGINATOR



                                       AND



           ORIX CREDIT ALLIANCE RECEIVABLES CORPORATION III, AS TRUST
                                   DEPOSITOR




                       DATED AS OF FEBRUARY     , 2000




<PAGE>   2

                                TABLE OF CONTENTS
                                                                            Page
                                                                            ----

                                   ARTICLE ONE

                                   DEFINITIONS

Section 1.01. Definitions......................................................1
Section 1.02. Usage of Terms...................................................2
Section 1.03. Section References...............................................2
Section 1.04. Calculations.....................................................2
Section 1.05. Accounting Terms.................................................2

                                   ARTICLE TWO

                           TRANSFER OF CONTRACT ASSETS

Section 2.01. Transfer of Contract Assets......................................2
Section 2.02. Conditions to Transfer of Contract Assets to the Trust
                 Depositor.....................................................4
Section 2.03. Acceptance by the Trust Depositor................................6
Section 2.04. Conveyance of Substitute Contracts...............................6
Section 2.05. Delivery of Instruments..........................................7

                                  ARTICLE THREE

                         REPRESENTATIONS AND WARRANTIES

Section 3.01. Representations and Warranties Regarding the Originator..........8
Section 3.02. Representations and Warranties Regarding Each Contract
                 and as to Certain Contracts in the Aggregate.................12
Section 3.03. Representations and Warranties Regarding the Initial Contracts
                 in the Aggregate.............................................13
Section 3.04. Representations and Warranties Regarding the Contract Files.....13
Section 3.05. Representations and Warranties Regarding Concentrations of
                 Initial Contracts............................................13
Section 3.06. Representations and Warranties Regarding the Trust Depositor....14



                                       i

<PAGE>   3

                                                                            Page
                                                                            ----

                                  ARTICLE FOUR

                           PERFECTION OF TRANSFER AND
                        PROTECTION OF SECURITY INTERESTS

Section 4.01. Custody of Contracts............................................16
Section 4.02. Filing..........................................................16
Section 4.03. Name Change or Relocation.......................................16
Section 4.04. Chief Executive Office..........................................17
Section 4.05. Costs and Expenses..............................................17
Section 4.06. Sale Treatment..................................................17
Section 4.07. Separateness from Trust Depositor...............................17

                                  ARTICLE FIVE

                          COVENANTS OF THE ORIGINATOR

Section 5.01. Corporate Existence.............................................17
Section 5.02. Contracts Not to Be Evidenced by Promissory Notes...............18
Section 5.03. Security Interests..............................................18
Section 5.04. Compliance with Law.............................................18
Section 5.05. Liability of Originator; Indemnities............................18
Section 5.06. Limitation on Liability of Originator and Others................19
Section 5.07. Chief Executive Office..........................................19

                                   ARTICLE SIX

               REMEDIES UPON MISREPRESENTATION; REPURCHASE OPTION

Section 6.01. Repurchases of, or Substitution for, Contracts for Breach of
                 Representations and Warranties...............................19
Section 6.02. Reassignment of Repurchased or Substituted Contracts............20

                                  ARTICLE SEVEN

                             ORIGINATOR INDEMNITIES

Section 7.01. Originator's Indemnification....................................21
Section 7.02. Liabilities to Obligors.........................................21



                                       ii

<PAGE>   4

Section 7.03. Tax Indemnification.............................................21
Section 7.04. Adjustments.....................................................22
Section 7.05. Operation of Indemnities........................................23

                                  ARTICLE EIGHT

                                 MISCELLANEOUS

Section 8.01. Amendment.......................................................23
Section 8.02. Governing Law...................................................24
Section 8.03. Notices.........................................................25
Section 8.04. Severability of Provisions......................................27
Section 8.05. Third Party Beneficiaries.......................................27
Section 8.06. Counterparts....................................................27
Section 8.07. Headings........................................................27
Section 8.08. No Bankruptcy Petition; Disclaimer..............................27
Section 8.09. Jurisdiction....................................................28
Section 8.10. Prohibited Transactions with Respect to the Trust...............28
Section 8.11. Merger or Consolidation of Originator...........................28
Section 8.12. Assignment or Delegation by the Originator......................29

                                    EXHIBITS

EXHIBIT A          Form of Assignment........................................A-1



                                      iii

<PAGE>   5

     This OCAI TRANSFER AGREEMENT, dated as of February      , 2000, is between
ORIX CREDIT ALLIANCE, INC. (together with its successors and assigns, "OCAI",
and in its capacity as originator, together with its successor and assigns, the
"Originator") and ORIX CREDIT ALLIANCE RECEIVABLES CORPORATION III (together
with its successor and assigns, the "Trust Depositor") (the "Agreement").

     WHEREAS, in the regular course of its business, the Originator originates
and purchases Contracts (as defined in the Transfer and Servicing Agreement);

     WHEREAS, the Trust Depositor desires to acquire the Initial Contracts from
the Originator and may acquire from time to time thereafter certain Substitute
Contracts (such Initial Contracts and Substitute Contracts, together with
certain related property as more fully described in the Transfer and Servicing
Agreement, being the Contract Assets as defined herein);

     WHEREAS, it is a condition to the Trust Depositor's acquisition of the
Initial Contracts from the Originator that the Originator make certain
representations and warranties regarding the Contract Assets for the benefit of
the Trust Depositor;

     WHEREAS, the Trust Depositor is willing to purchase and accept assignment
of the Contract Assets from the Originator pursuant to the terms hereof; and

     WHEREAS, on the Closing Date, the Trust Depositor will sell, convey and
assign all its right, title and interest in the Contract Assets to ORIX Credit
Alliance Receivables Trust 2000-A, a Delaware business trust (the "Trust")
pursuant to a Transfer and Servicing Agreement, dated as of the date hereof (the
"Transfer and Servicing Agreement") among the Originator, the Trust Depositor,
the Trust and Harris Trust and Savings Bank.

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto agree as follows:

                                   ARTICLE ONE

                                   DEFINITIONS

     SECTION 1.01.  DEFINITIONS. Whenever capitalized terms are used but not
defined in this Agreement, such terms shall have the meanings attributed to such
terms in the Transfer and Servicing Agreement, unless the context otherwise
requires.



<PAGE>   6

     SECTION 1.02.  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 1.03.  SECTION REFERENCES. All section references, unless
otherwise indicated, shall be to Sections in this Agreement.

     SECTION 1.04.  CALCULATIONS. Except as otherwise provided herein, all
interest rate and basis point calculations hereunder will be made on the basis
of a 360-day year and twelve 30-day months and will be carried out to at least
three decimal places.

     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

                          TRANSFER OF CONTRACT ASSETS

     SECTION 2.01.  TRANSFER OF CONTRACT ASSETS. (a) The Originator shall sell,
assign and convey assets to the Trust Depositor pursuant to the terms and
provisions hereof.

     (b)     Subject to and upon the terms and conditions set forth herein, the
Originator hereby sells, transfers, assigns, sets over and otherwise conveys to
the Trust Depositor, for a purchase price of $        in cash, all the right,
title and interest of the Originator in and to (items (i) - (vi) below, being
collectively referred to herein as the "Contract Assets"):

             (i)    the Initial Contracts, and all monies received in payment of
   such Contracts on and after the Initial Cutoff Date, any Prepayment
   Amounts, any payments in respect of a casualty or early termination, and
   any Recoveries received with respect thereto, but excluding any Excluded
   Amounts;

             (ii)   the Equipment related to such Contracts, including the
   related security interest granted by the Obligor under such Contracts and
   all



                                        2

<PAGE>   7

   proceeds from any sale or other disposition of such Equipment (but subject
   to the exclusion and release herein of Excluded Amounts) and Related
   Security;

             (iii)  the Contract Files;

             (iv)   all payments made or to be made in the future with respect
   to such Contracts or the Obligor thereunder under any Vendor Assignments
   and under any guarantee or similar credit enhancement with respect to such
   Contracts;

             (v)    all Insurance Proceeds with respect to each such Contract;
   and

             (vi)   all income from and proceeds of the foregoing.

In addition to the Contract Assets, the Originator hereby sells, transfers,
assigns, sets over and otherwise conveys to the Trust Depositor the remittances,
deposits and payments to be made by the Originator pursuant to the Transfer and
Servicing Agreement into the Trust Accounts from time to time, amounts in the
Trust Accounts from time to time (and any investments of such amounts) and all
proceeds and products of the foregoing, which together with the Contract Assets
will constitute the corpus of the Trust and are referred to as the "Trust
Assets".

     (c)     The Originator and the Trust Depositor acknowledge that the
representations and warranties of the Originator in Section 3.01, 3.02, 3.03,
3.04 and 3.05 will run to and be for the benefit of the Trust and the Trustees
and the Trust and the Trustees may enforce directly without joinder of the Trust
Depositor, the repurchase obligations of the Originator with respect to breaches
of such representations and warranties as set forth herein and in Section 5.01.

     (d)     The sale, transfer, assignment, set-over and conveyance of the
Trust Assets by the Originator to the Trust Depositor pursuant to this Agreement
does not constitute and is not intended to result in a creation or an assumption
by the Trust Depositor of any obligation of the Originator in connection with
the Contract Assets, or any agreement or instrument relating thereto, including,
without limitation, any obligation to any Obligor or End-User, if any, not
financed by the Originator, or (1) any taxes, fees, or other charges imposed by
any Governmental Authority and (2) any insurance premiums which remain owing
with respect to any Contract at the time such Contract is sold hereunder.

     (e)     The Originator and Trust Depositor intend and agree that (i) the
transfer of the Contract Assets and Trust Assets from the Originator to the
Trust Depositor and the transfer of the Contract Assets and the Trust Assets
from the Trust



                                        3

<PAGE>   8

Depositor to the Trust are intended to be a sale, conveyance and transfer of
ownership of the Contract Assets and Trust Assets, as the case may be, rather
than the mere granting of a security interest to secure a borrowing and (ii)
such Contract Assets and Trust Assets shall not be part of the Originator's or
the Trust Depositor's estate in the event of a filing of a bankruptcy petition
or other action by or against such Person under any Insolvency Law. In the
event, however, that notwithstanding such intent and agreement, such transfers
are deemed to be of a mere security interest to secure indebtedness, the
Originator shall be deemed to have granted the Trust Depositor and the Trust
Depositor shall be deemed to have granted the Trust, as the case may be, a
perfected first priority security interest in such Contract Assets or Trust
Assets respectively and this Agreement shall constitute a security agreement
under applicable law, securing the repayment of the purchase price paid
hereunder and the obligations and/or interests represented by the Securities, in
the order and priorities, and subject to the other terms and conditions of, this
Agreement, the Transfer and Servicing Agreement, the Indenture and the Trust
Agreement, together with such other obligations or interests as may arise
hereunder and thereunder in favor of the parties hereto and thereto.

     If any such transfer of the Contract Assets is deemed to be the mere
granting of a security interest to secure a borrowing, the Trust Depositor may,
to secure the Trust Depositor's own borrowing under this Agreement (to the
extent that the transfer of the Contract Assets thereunder is deemed to be a
mere granting of a security interest to secure a borrowing) repledge and
reassign (1) all or a portion of the Contract Assets pledged to the Trust
Depositor by the Originator and with respect to which the Trust Depositor has
not released its security interest at the time of such pledge and assignment,
and (2) all proceeds thereof. Such repledge and reassignment may be made by the
Trust Depositor with or without a repledge and reassignment by the Trust
Depositor of its rights under any agreement with the Originator, and without
further notice to or acknowledgment from the Originator. The Originator waives,
to the extent permitted by applicable law, all claims, causes of action and
remedies, whether legal or equitable (including any right of setoff), against
the Trust Depositor or any assignee of the Trust Depositor relating to such
action by the Trust Depositor in connection with the transactions contemplated
by this Agreement.

     SECTION 2.02.  CONDITIONS TO TRANSFER OF CONTRACT ASSETS TO THE TRUST
DEPOSITOR. On or before the Closing Date, the Originator shall deliver or cause
to be delivered to the Trust Depositor, the Owner Trustee and the Indenture
Trustee each of the documents, certificates and other items as follows:

             (i)    A certificate of an officer of the Originator substantially
   in the form of Exhibit C to the Transfer and Servicing Agreement;



                                        4

<PAGE>   9

             (ii)   Opinions of counsel for the Originator substantially in the
   form of Exhibits D and E to the Transfer and Servicing Agreement (and
   including as an addressee thereof each Rating Agency) which relate to the
   transfer of the Trust Assets from the Trust Depositor to the Trust;

             (iii)  Copies of resolutions of the Board of Directors of the
   Originator or of the Executive Committee of the Board of Directors of the
   Originator approving the execution, delivery and performance of this
   Agreement and the transactions contemplated hereunder, certified in each
   case by the Secretary or an Assistant Secretary of the Originator;

             (iv)   Officially certified recent evidence of due incorporation
   and good standing of the Originator under the laws of New York;

             (v)    The initial List of Contracts, certified by the Chairman of
   the Board, President or any Vice President of the Originator, together with
   an Assignment substantially in the form of Exhibit A (along with the
   delivery of any instruments as required under Section 2.05 below);

             (vi)   A letter from Arthur Andersen LLP, or another nationally
   recognized accounting firm, addressed to the Originator and the Trust
   Depositor, stating that such firm has reviewed a sample of the Initial
   Contracts and performed specific procedures for such sample with respect to
   certain contract terms and which identifies those Initial Contracts which
   do not conform;

             (vii)  Copies of resolutions of the Board of Directors of the
   Servicer or of the Executive Committee of the Board of Directors of the
   Servicer approving the execution, delivery and performance of this
   Agreement and the other Transaction Documents to which the Servicer is a
   party, as applicable, and the transactions contemplated hereunder and
   thereunder, certified in each case by the Secretary or an Assistant
   Secretary of the Servicer;

             (viii) Evidence of proper filing with appropriate offices in the
   UCC Filing Locations in the State of New Jersey of UCC financing statements
   executed by the Originator, as debtor, naming the Trust Depositor as
   secured party (and the Owner Trustee as assignee) and identifying the
   Contract Assets as collateral;

             (ix)   An Officer's Certificate listing the Servicer's Servicing
   Officers;



                                        5

<PAGE>   10

             (x)    Evidence of deposit in the Collection Account of all funds
   received with respect to the Initial Contracts after the Initial Cutoff
   Date to the date two days preceding the Closing Date, together with an
   Officer's Certificate from the Servicer to the effect that such amount is
   correct;

             (xi)   A fully executed Trust Agreement;

             (xii)  A fully executed Administration Agreement;

             (xiii) An opinion of Sullivan & Cromwell to the effect that for
   federal income tax purposes, the Class A Notes, Class B Notes and Class C
   Notes will be characterized as debt and the Trust will not be characterized
   as an association (or publicly traded partnership) taxable as a
   corporation; and

             (xiv)  An opinion of Riker, Danzig, Scherer, Hyland and Perretti to
   the effect that for New Jersey tax purposes, the Trust will be classified
   as a partnership and will not be subject to the New Jersey Corporation
   Income Tax or the New Jersey Corporation Business Tax.

     SECTION 2.03.  ACCEPTANCE BY THE TRUST DEPOSITOR. On the Closing Date, if
the conditions set forth in Section 2.02 have been satisfied, the Originator
shall deliver, on behalf of the Trust Depositor, to the Trust the Trust Assets
and such delivery to and acceptance by the Trust shall be deemed to be delivery
to and acceptance by the Trust Depositor.

     SECTION 2.04.  CONVEYANCE OF SUBSTITUTE CONTRACTS.

     (a)     Subject to Sections 2.01(d) and (e) and the satisfaction of the
conditions set forth in paragraph (c) of this Section 2.04, the Originator may
at its option (but shall not be obligated to) sell, transfer, assign, set over
and otherwise convey to the Trust Depositor (by delivery of an executed
Subsequent Purchase Agreement substantially in the form attached as Exhibit J to
the Transfer and Servicing Agreement), without recourse other than as expressly
provided herein and therein (and the Trust Depositor shall be required to
purchase through payment by exchange of one or more related Contracts released
by the Trust to the Trust Depositor on the Subsequent Transfer Date), all the
right, title and interest of the Originator in and to (the property in clauses
(i)-(vi) below, upon such transfer, becoming part of the "Contract Assets"):

             (i)    the Substitute Contracts identified in the related Addition
   Notice, and all monies received in payment of such Substitute Contracts on
   and after the related Subsequent Cutoff Dates, any Prepayment Amounts, any



                                        6

<PAGE>   11

   payments in respect of a casualty or early termination, and any Recoveries
   received with respect thereto, but excluding any Excluded Amounts;

             (ii)   the Equipment related to such Contracts, including the
   related security interest granted by the Obligor under such Contracts and
   all proceeds from any sale or other disposition of such Equipment (but
   subject to the exclusion and release herein of Excluded Amounts) and
   Related Security;

             (iii)  the Contract Files;

             (iv)   all payments made or to be made in the future with respect
   to such Contracts or the Obligor thereunder under any Vendor Assignments
   with the Originator and under any guarantee or similar credit enhancement
   with respect to such Contracts;

             (v)    all Insurance Proceeds with respect to each such Contract;
   and

             (vi)   all income from and proceeds of the foregoing.

     (b)     Subject to Sections 2.01(d) and (e) of this Agreement and the
conditions set forth in Section 2.04(c) of this Agreement, the Originator shall
sell, transfer, assign, set over and otherwise convey to the Trust Depositor,
without recourse other than as expressly provided in this Agreement (i) all the
right, title and interest of the Originator in and to the Substitute Contracts
purchased pursuant to Section 2.04(a) of this Agreement and (ii) all other
rights and property interests consisting of Contract Assets related to such
Substitute Contracts (the property in clauses (i)-(ii) above, upon such
transfer, becoming part of the "Trust Assets").

     (c)     The Originator shall transfer, on behalf of the Trust Depositor, to
the Trust the Substitute Contracts and the other property and rights related
thereto described in paragraphs (a) above, in the case of the Originator, or
(b), in the case of the Trust Depositor, only on the terms and subject to the
conditions set forth in Section 2.04(c) of the Transfer and Servicing Agreement.

     SECTION 2.05.  DELIVERY OF INSTRUMENTS. The Originator shall deliver, on
behalf of the Trust Depositor, possession of all "instruments" (within the
meaning of Article 9 of the UCC) not constituting part of "chattel paper"
(within the meaning of such Article 9), which evidence any Contract to the Owner
Trustee on behalf of the Trust Depositor on the Closing Date (or, if applicable,
on the relevant Subsequent Transfer Date), in each case endorsed in blank
without recourse. The Originator shall also identify on the List of Contracts
(including any deemed amendment thereof associated with any



                                        7

<PAGE>   12

Substitute Contracts), whether by attached schedule or marking or other
effective identifying designation, all Contracts which are or are evidenced by
such instruments.

                                  ARTICLE THREE

                         REPRESENTATIONS AND WARRANTIES

     The Originator makes, and upon execution of each Subsequent Purchase
Agreement is deemed to make, the following representations and warranties, on
which the Trust Depositor will rely in conveying the Contract Assets on the
Closing Date (and on any Subsequent Transfer Date) to the Trust, and on which
the Trust, the Noteholders and Certificateholder will rely. The Trust Depositor
acknowledges that such representations and warranties are being made by the
Originator for the benefit of the Trust.

     Such representations and warranties speak as of the execution and delivery
of this Agreement and as of the Closing Date (or Subsequent Transfer Date, as
applicable), but shall survive the sale, transfer and assignment of the Contract
Assets to the Trust. The repurchase obligation or substitution obligation of the
Originator set forth in Section 6.01 constitutes the sole remedy available for a
breach of a representation or warranty of the Originator set forth in Sections
3.01, 3.02, 3.03, 3.04 or 3.05 of this Agreement. Notwithstanding the foregoing,
the Originator shall not be deemed to be remaking any of the representations set
forth in Section 3.03 or 3.05 on a Subsequent Transfer Date with respect to the
Substitute Contracts, as such representations relate solely to the composition
of the Initial Contracts conveyed on the Closing Date, provided, that any
inaccurate representation as to concentrations contained in any Addition Notice
shall be subject to the same remedies hereunder as if such representation were
made under Section 3.05 on the Closing Date with respect to an Initial Contract.

     SECTION 3.01.  REPRESENTATIONS AND WARRANTIES REGARDING THE ORIGINATOR. By
its execution of this Agreement and each Subsequent Purchase Agreement, the
Originator represents and warrants that:

             (a)    ORGANIZATION AND GOOD STANDING. The Originator is a
   corporation duly organized, validly existing and in good standing under the
   laws of the jurisdiction of its organization and has the requisite
   corporate power to own or lease its assets and to transact the business in
   which it is currently engaged. The Originator is duly qualified to do
   business as a foreign corporation and is in good standing in each
   jurisdiction in which the character of the business transacted by it or
   properties owned or leased by it requires such qualification and in which
   the failure so to qualify would have a material adverse effect on the
   business, properties, assets, or condition (financial or otherwise) of the
   Originator. The



                                        8

<PAGE>   13

   Originator is properly licensed in each jurisdiction to the extent required
   by the laws of such jurisdiction in order to originate, and (if the
   Originator is to be the Servicer) service the Contracts in accordance with
   the terms of the Transfer and Servicing Agreement.

             (b)    AUTHORIZATION; BINDING OBLIGATION. The Originator has the
   power and authority to make, execute, deliver and perform this Agreement
   and the other Transaction Documents to which the Originator is a party and
   all of the transactions contemplated under this Agreement and the other
   Transaction Documents to which the Originator is a party, and has taken all
   necessary corporate action to authorize the execution, delivery and
   performance of this Agreement and the other Transaction Documents to which
   the Originator is a party. This Agreement and the other Transaction
   Documents to which the Originator is a party constitute the legal, valid
   and binding obligation of the Originator enforceable in accordance with
   their 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.

             (c)    NO CONSENT REQUIRED. The Originator is not required to
   obtain the consent of any other party or any consent, license, approval or
   authorization from, or registration or declaration with, any governmental
   authority, bureau or agency in connection with the execution, delivery,
   performance, validity or enforceability of this Agreement and the other
   Transaction Documents to which the Originator is a party.

             (d)    NO VIOLATIONS. The Originator's execution, delivery and
   performance of this Agreement and the other Transaction Documents to which
   the Originator is a party will not violate any provision of any existing
   law or regulation or any order or decree of any court or the Certificate of
   Incorporation or Bylaws of the Originator, or constitute (with or without
   notice or lapse of time or both) a material breach of any mortgage,
   indenture, contract or other agreement to which the Originator is a party
   or by which the Originator or any of the Originator's properties may be
   bound.

             (e)    LITIGATION. No litigation or administrative proceeding of or
   before any court, tribunal or governmental body is currently pending, or to
   the knowledge of the Originator threatened, against the Originator or any
   of its respective properties or with respect to this Agreement or any other
   Transaction Document to which the Originator is a party which, if adversely
   determined, would in the opinion of the Originator have a material adverse
   effect on the business, properties, assets or condition (financial or
   other) of the Originator or



                                        9

<PAGE>   14

   the transactions contemplated by this Agreement or any other Transaction
   Document to which the Originator is a party.

             (f)    TITLE. If a Contract is a lease of Equipment subject to
   certificate of title statutory requirements, the title is held either in
   the name of the lessee and the certificate of title indicates the
   Originator as lienholder or in the name of the Originator as Lessor.

             (g)    PLACE OF BUSINESS; NO CHANGES; NO TRADE NAMES. The
   Originator's chief executive office (within the meaning of Article 9 of the
   UCC) is as set forth in Section 8.03 below. The Originator has not changed
   its name as set forth herein, whether by amendment of its Certificate of
   Incorporation, by reorganization or otherwise, within the five years
   preceding the Closing Date, and has not changed the location of its chief
   executive office, within the four months preceding the Closing Date (or
   Subsequent Transfer Date, as applicable, except in accordance with the
   requirements of Section 4.03). The legal name of the Originator is as set
   forth in this Agreement and, within the five years preceding the Closing
   Date, the Originator has not used, and currently does not use, any trade
   names, fictitious names, assumed names, or "doing business as" names.

             (h)    NO BULK SALES. The execution, delivery and performance of
   this Agreement by the Originator does not require compliance with any "bulk
   sales" laws by the Originator.

             (i)    SOLVENCY. The Originator on each date of and, after giving
   effect to the transfer of the Contracts and any Substitute Contracts, as
   the case may be, to the Trust Depositor, is Solvent.

             (j)    USE OF PROCEEDS. No proceeds of the sale of any Initial
   Contract or Substitute Contract hereunder received by the Originator will
   be used by the Originator to purchase or carry any "margin stock" as such
   term is defined in Regulation G, T, U or X of the Board of Governors of the
   Federal Reserve System.

             (k)    SELECTION PROCEDURES. No selection procedures determined by
   the Originator to be materially adverse to the interests of the Trust
   Depositor were utilized by the Originator in selecting the Contracts to be
   sold, assigned, transferred, set-over and otherwise conveyed hereunder.

             (l)    NOT AN INVESTMENT COMPANY. The Originator is not an
   "investment company" within the meaning of the Investment Company Act of
   1940, as amended (or the Originator is exempt from all provisions of such
   Act).



                                       10

<PAGE>   15

             (m)    TAXES. To the best of the Originator's knowledge, (i) the
   Originator has filed all tax returns required to be filed in the normal
   course of its business and has paid or made adequate provisions for the
   payment of all taxes, assessments and other governmental charges due from
   the Originator or is contesting any such tax, assessment or other
   governmental charge in good faith through appropriate proceedings, (ii) no
   tax lien has been filed with respect thereto, and (iii) no claim is being
   asserted with respect to any such tax, fee or other charge.

             (n)    SALE TREATMENT. The Originator has treated the transfer of
   Contract Assets to the Trust Depositor for all purposes (including
   financial accounting purposes) as a sale and purchase on all of its
   relevant books, records, financial statements and other applicable
   documents, except to the extent applicable tax laws require otherwise.

             (o)    MARKING OF FILES. The Originator will have, at its own
   expense, prior to the close of business on the Closing Date, (i) indicated
   in its Computer Records that ownership of the Contracts transferred by it,
   on behalf of the Trust Depositor, to the Trust and identified on the List
   of Contracts have been sold to the Trust Depositor and (ii) affixed to the
   original copy of each Contract the following legend (including any
   instrument constituting part of chattel paper):

             This Contract/Note is subject to a security interest granted to
             The Bank of New York (Delaware), as Owner Trustee for the ORIX
             Credit Alliance Receivables Trust 2000-A. UCC-1 Financing
             Statements covering this Contract/Note have been filed with the
             Secretary of State of the State of New Jersey. Such lien will be
             released only in connection with appropriate filings in such
             offices. Consequently, potential purchasers of this Contract/Note
             must refer to such filings to determine whether such lien has
             been released.

             (p)    NO LIENS. The Originator owns each Contract Asset to be sold
   by it hereunder free and clear of any Liens except as provided herein, and
   upon the sale, transfer or assignment hereunder, the Trust Depositor shall
   (i) become the owner of each Contract Asset then existing or thereafter
   arising, free and clear of any Lien except as provided herein or (ii)
   acquire a first priority perfected security interest in such Contract
   Asset. No effective financing statement or other instrument similar in
   effect covering any Contract Asset or the Collections with respect thereto
   shall at any time be on file in any recording office



                                       11

<PAGE>   16

   except such as may be filed in favor of the Trust Depositor relating to
   this Agreement or otherwise as provided under the Transfer and Servicing
   Agreement.

             (q)    VALUE GIVEN. The cash payments received by the Originator in
   respect of the purchase price of each Contract sold hereunder constitutes
   reasonably equivalent value in consideration for the transfer to the Trust
   Depositor of such Contract under this Agreement, such transfer was not made
   for or on account of an antecedent debt owed by the Originator to the Trust
   Depositor, and such transfer was not and is not voidable or subject to
   avoidance under any Insolvency Law.

             (r)    SECURITY INTEREST. The Originator has granted a security
   interest (as defined in the UCC) to the Trust Depositor in the Contract
   Assets, which is enforceable in accordance with applicable law upon
   execution and delivery of this Agreement. Upon the filing of UCC-1
   financing statements naming the Trust Depositor as secured party and the
   Originator as debtor, the Trust Depositor shall have a first priority
   perfected security interest in the Contract Assets (except for any
   Permitted Liens). All filings (including, without limitation, such UCC
   filings) as are necessary in any jurisdiction to perfect the interest of
   the Trust Depositor in the Contract Assets have been made.

             (s)    YEAR 2000 STATUS. (i) Any reprogramming required to permit
   the proper functioning during and following the year 2000 of the Servicer's
   computer systems has been completed and (ii) the information set forth in
   the Prospectus under "ORIX Credit Alliance, Inc. - Year 2000 Readiness
   Disclosure" is accurate in all material respects.

             (t)    SECURITY INTEREST IN EQUIPMENT. The Equipment securing the
   Contracts is located in the states listed on Schedule 1 to the Transfer and
   Servicing Agreement. The Originator has a perfected security interest in
   the Equipment and, upon the sale, transfer and assignment of the Contract
   Assets hereunder, the Trust Depositor will have a perfected security
   interest in the Equipment.

     SECTION 3.02.  REPRESENTATIONS AND WARRANTIES REGARDING EACH CONTRACT AND
AS TO CERTAIN CONTRACTS IN THE AGGREGATE. The Originator represents and
warrants (x) with respect to subsections (a)-(c) below, as to each Contract as
of the execution and delivery of this Agreement and as of the Closing Date, and
as of each Subsequent Transfer Date with respect to each Substitute Contract,
and (y) with respect to subsections (d)-(f) below, as to the Contracts Pool in
the aggregate as of the Closing Date, and as of each Subsequent Transfer Date
with respect to Substitute Contracts (after giving effect to the addition of
such Substitute Contracts to the Contracts Pool), that:



                                       12

<PAGE>   17

             (a)    LIST OF CONTRACTS. The information set forth in the List of
   Contracts (as the same may be amended or deemed amended in respect of a
   conveyance of Substitute Contracts on a Subsequent Transfer Date) is true,
   complete and correct as of the applicable Cutoff Date.

             (b)    ELIGIBLE CONTRACT. Such Contract satisfies the criteria for
   the definition of Eligible Contract set forth in the Transfer and Servicing
   Agreement as of the date of its conveyance hereunder.

             (c)    NO "TRUE LEASES". No Contract constituting a Lease is a
   "true lease" as distinguished from a financing lease.

             (d)    NO FRAUD. Each Contract was originated without any fraud or
   material misrepresentation by the Originator or, to the best of the
   Originator's knowledge, on the part of the Obligor or the Vendor.

             (e)    CONTRACTS SECURED BY FIXTURES. No material portion of the
   Pool Balance of the Contracts Pool consists of Contracts secured by
   Equipment constituting fixtures.

             (f)    CONTRACTS SECURED BY OTHER REAL PROPERTY. No material
   portion of the Pool Balance of the Contracts Pool consists of Contracts
   additionally secured by other real property (exclusive of or in addition to
   Equipment constituting fixtures).

     SECTION 3.03.  REPRESENTATIONS AND WARRANTIES REGARDING THE INITIAL
CONTRACTS IN THE AGGREGATE. The Originator represents and warrants, as of the
Closing Date, that its representations and warranties in Section 3.03 of the
Transfer and Servicing Agreement are correct.

     SECTION 3.04.  REPRESENTATIONS AND WARRANTIES REGARDING THE CONTRACT FILES.
The Originator represents and warrants as of the Closing Date with respect to
the Initial Contracts (or as of the Subsequent Transfer Date, with respect to
Substitute Contracts), that its representations and warranties in Section 3.04
of the Transfer and Servicing Agreement are correct.

     SECTION 3.05.  REPRESENTATIONS AND WARRANTIES REGARDING CONCENTRATIONS OF
INITIAL CONTRACTS. The Originator represents and warrants as of the Closing
Date, as to the composition of the Initial Contracts in the Contracts Pool as of
the Initial Cutoff Date, that its representations and warranties in Section 3.05
of the Transfer and Servicing Agreement are correct.



                                       13

<PAGE>   18

   SECTION 3.06.  REPRESENTATIONS AND WARRANTIES REGARDING THE TRUST DEPOSITOR.
By its execution of this Agreement and each Subsequent Purchase Agreement, the
Trust Depositor represents and warrants to the Originator that:

             (a)    ORGANIZATION AND GOOD STANDING. The Trust Depositor is a
   corporation duly organized, validly existing and in good standing under the
   laws of Delaware and has the corporate power to own its assets and to
   transact the business in which it is currently engaged. The Trust Depositor
   is duly qualified to do business as a foreign corporation and is in good
   standing in each jurisdiction in which the character of the business
   transacted by it or properties owned or leased by it requires such
   qualification and in which the failure so to qualify would have a material
   adverse effect on the business, properties, assets, or condition (financial
   or other) of the Trust Depositor or the Trust.

             (b)    AUTHORIZATION; VALID SALE; BINDING OBLIGATIONS. The Trust
   Depositor has the power and authority to make, execute, deliver and perform
   this Agreement and the other Transaction Documents to which it is a party
   and all of the transactions contemplated under this Agreement and the other
   Transaction Documents to which it is a party, and to create the Trust and
   cause it to make, execute, deliver and perform its obligations under this
   Agreement and the other Transaction Documents to which it is a party and
   has taken all necessary corporate action to authorize the execution,
   delivery and performance of this Agreement and the other Transaction
   Documents to which it is a party and to cause the Trust to be created. The
   Transfer and Servicing Agreement and the related Subsequent Transfer
   Agreement, if any, shall effect a valid sale, transfer and assignment of
   the Trust Assets, enforceable against the Trust Depositor and creditors of
   and purchasers from the Trust Depositor. This Agreement and the other
   Transaction Documents to which the Trust Depositor is a party constitute
   the legal, valid and binding obligation of the Trust Depositor enforceable
   in accordance with their 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.

             (c)    NO CONSENT REQUIRED. The Trust Depositor is not required to
   obtain the consent of any other party or any consent, license, approval or
   authorization from, or registration or declaration with, any Governmental
   Authority in connection with the execution, delivery, performance, validity
   or enforceability of this Agreement or the other Transaction Documents to
   which it is a party.

             (d)    NO VIOLATIONS. The execution, delivery and performance of
   this Agreement and the other Transaction Documents to which it is a party
   by



                                       14

<PAGE>   19

   the Trust Depositor, and the consummation of the transactions
   contemplated hereby and thereby, will not violate any Requirement of Law
   applicable to the Trust Depositor, or constitute a material breach of any
   mortgage, indenture, contract or other agreement to which the Trust
   Depositor is a party or by which the Trust Depositor or any of the Trust
   Depositor's properties may be bound, or result in the creation or
   imposition of any security interest, lien, charge, pledge, preference,
   equity or encumbrance of any kind upon any of its properties pursuant to
   the terms of any such mortgage, indenture, contract or other agreement,
   other than as contemplated by the Transaction Documents.

             (e)    LITIGATION. No litigation or administrative proceeding of or
   before any court, tribunal or governmental body is currently pending, or to
   the knowledge of the Trust Depositor threatened, against the Trust
   Depositor or any of its properties or with respect to this Agreement, the
   other Transaction Documents to which it is a party or the Securities (1)
   which, if adversely determined, would in the reasonable judgment of the
   Trust Depositor have a material adverse effect on the business, properties,
   assets or condition (financial or other) of the Trust Depositor or the
   Trust or the transactions contemplated by this Agreement or the other
   Transaction Documents to which the Trust Depositor is a party or (2)
   seeking to adversely affect the federal income tax or other federal, state
   or local tax attributes of the Certificate or Notes.

             (f)    BULK SALES. The execution, delivery and performance of this
   Agreement do not require compliance with any "bulk sales" laws by the Trust
   Depositor.

             (g)    SOLVENCY. The Trust Depositor, at the time of and after
   giving effect to each conveyance of Trust Assets under the Transfer and
   Servicing Agreement, is Solvent on and as of the date thereof.

             (h)    TAXES. The Trust Depositor has filed or caused to be filed
   all tax returns which, to its knowledge, are required to be filed and has
   put all taxes shown to be due and payable on such returns or on any
   assessments made against it or any of its property and all other taxes,
   fees or other charges imposed on it or any of its property by any
   Governmental Authority (other than any amount of tax due, the validity of
   which is currently being contested in good faith by appropriate proceedings
   and with respect to which reserves in accordance with generally accepted
   accounting principles have been provided on the books of the Trust
   Depositor); no tax lien has been filed and, to the Trust Depositor's
   knowledge, no claim is being asserted, with respect to any such tax, fee or
   other charge.



                                       15

<PAGE>   20

             (i)    PLACE OF BUSINESS; NO CHANGES. The Trust Depositor's sole
   place of business (within the meaning of Article 9 of the UCC) is as set
   forth in Section 8.03 below. The Trust Depositor has not changed its name,
   whether by amendment of its Certificate of Incorporation, by reorganization
   or otherwise, and has not changed the location of its place of business,
   within the four months preceding the Closing Date.

             (j)    NOT AN INVESTMENT COMPANY. The Trust Depositor is not an
   "investment company" within the meaning of the Investment Company Act of
   1940, as amended (or the Trust Depositor is exempt from all provisions of
   such Act).

             (k)    SALE TREATMENT. The Trust Depositor has treated the transfer
   of Contract Assets to the Trust Depositor for all purposes (including
   financial accounting purposes) as a sale and purchase on all of its
   relevant books, records, financial statements and other applicable
   documents, except to the extent applicable tax laws require otherwise.

Such representations speak as of the execution and delivery of this Agreement
and as of the Closing Date in the case of the Initial Contracts, and as of the
applicable Subsequent Transfer Date in the case of the Substitute Contracts, but
shall survive the sale, transfer and assignment of the Contracts to the Trust.

                                  ARTICLE FOUR

                           PERFECTION OF TRANSFER AND
                        PROTECTION OF SECURITY INTERESTS

     SECTION 4.01.  CUSTODY OF CONTRACTS. The contents of each Contract File
shall be held in the custody of the Custodian under the Custodian Agreement for
the benefit of, and as agent for, the Indenture Trustee.

     SECTION 4.02.  FILING. On or prior to the Closing Date, the Originator
shall cause the UCC financing statement(s) referred to in Section 2.02(viii)
hereof to be filed.

     SECTION 4.03.  NAME CHANGE OR RELOCATION. (a) During the term of this
Agreement, the Originator shall not change its name, identity or structure or
relocate its chief executive office without first giving at least 30 days' prior
written notice to the Trust.

     (b)     If any change in the Originator's name, identity or structure or
other action would make any financing or continuation statement or notice of
ownership



                                       16

<PAGE>   21

interest or lien relating to any Contract Asset seriously misleading within the
meaning of applicable provisions of the UCC or any title statute, the
Originator, no later than five days after the effective date of such change,
shall file such amendments as may be required to preserve and protect the Trust
Depositor's and the Trust's interests in the Trust Assets and the proceeds
thereof. In addition, the Originator shall not change the place of its chief
executive office (within the meaning of Article 9 of the UCC) unless it has
first taken such action as is advisable or necessary to preserve and protect the
Trust Depositor's and the Trust's interest in the Trust Assets.

     SECTION 4.04.  CHIEF EXECUTIVE OFFICE. During the term of this Agreement,
and subject to the other terms and provisions herein relating to changes in
location, the Originator will maintain its chief executive office in one of the
States of the United States.

     SECTION 4.05.  COSTS AND EXPENSES. The Originator hereby confirms that the
Servicer will pay all reasonable costs and disbursements in connection with the
perfection and the maintenance of perfection, as against all third parties, of
the Trustees' and Trust's right, title and interest in and to the Contract
Assets (including, without limitation, the security interest in the Equipment
related thereto and the security interests provided for in the Indenture).

     SECTION 4.06.  SALE TREATMENT. The Originator shall treat the transfer of
Trust Assets made hereunder for all purposes (including financial accounting
purposes) as a sale and purchase on all of its relevant books, records,
financial statements and other applicable documents. Notwithstanding the
preceding sentence, for federal income tax purposes the transfer of Trust Assets
by the Originator hereunder shall not be treated as a sale and purchase for
federal income tax purposes so long as the Trust is disregarded as a separate
entity pursuant to Treasury Regulations Section 301.7701-3(b)(1)(ii).

     SECTION 4.07.  SEPARATENESS FROM TRUST DEPOSITOR. The Originator agrees to
take or refrain from taking or engaging in with respect to the Trust Depositor,
as applicable, each of the actions or activities specified in the "substantive
consolidation" opinion of Sullivan & Cromwell (including any certificates of the
Originator attached thereto) delivered on the Closing Date, upon which the
conclusions therein are based.

                                  ARTICLE FIVE

                          COVENANTS OF THE ORIGINATOR

     SECTION 5.01.  CORPORATE EXISTENCE. During the term of this Agreement, the
Originator will keep in full force and effect its existence, rights and
franchises as a corporation under the laws of the jurisdiction of its
incorporation and will obtain and



                                       17

<PAGE>   22

preserve its qualification to do business in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the other Transaction Documents and each other
instrument or agreement necessary or appropriate to the proper administration of
this Agreement and the transactions contemplated hereby. In addition, all
transactions and dealings between the Originator and its Affiliates will be
conducted on an arm's-length basis.

     SECTION 5.02.  CONTRACTS NOT TO BE EVIDENCED BY PROMISSORY NOTES. The
Originator will take no action to cause any Contract not originally evidenced by
an instrument as described in Section 2.05 hereof, to be evidenced by an
instrument (as defined in the UCC), except in connection with the enforcement or
collection of such Contract.

     SECTION 5.03.  SECURITY INTERESTS. The Originator will not sell, pledge,
assign or transfer to any other Person, or grant, create, incur, assume or
suffer to exist any Lien on any Contract in the Contracts Pool or related
Equipment, whether now existing or hereafter transferred to the Trust Depositor,
or any interest therein. The Originator will immediately notify the Trust
Depositor of the existence of any Lien on any Contract in the Contracts Pool or
related Equipment; and the Originator shall defend the right, title and interest
of the Trust Depositor in, to and under the Contracts in the Contracts Pool and
the related Equipment, against all claims of third parties; provided, however,
that nothing in this Section 5.03 shall prevent or be deemed to prohibit the
Originator from suffering to exist Permitted Liens upon any of the Contracts in
the Contracts Pool or any related Equipment.

     SECTION 5.04.  COMPLIANCE WITH LAW. The Originator hereby agrees to comply
in all material respects with all Requirements of Law applicable to the
Originator.

     SECTION 5.05.  LIABILITY OF ORIGINATOR; INDEMNITIES. The Originator shall
be liable in accordance herewith only to the extent of the obligations
specifically undertaken by the Originator under this Agreement.

     The Originator shall indemnify, defend and hold harmless the Trust
Depositor from and against any taxes that may at any time be asserted against
any such Person with respect to the transactions contemplated herein and in the
other Transaction Documents, including any sales, gross receipts, general
corporation, tangible personal property, New Jersey personal property
replacement privilege or license taxes (but, in the case of the Trust Depositor,
not including any taxes asserted with respect to, and as of the date of, the
sale of the Contracts to the Trust or the issuance and original sale of the
Securities, or asserted with respect to ownership of the Contracts, or federal
or other income taxes arising out of distributions on the Certificate or the
Notes) and costs and expenses in defending against the same.



                                       18

<PAGE>   23

     The Originator shall indemnify, defend and hold harmless the Trust
Depositor from and against any loss, liability or expense incurred by reason of
the Originator's willful misfeasance, bad faith or gross negligence (other than
errors in judgment) in the performance of its duties under this Agreement, or by
reason of reckless disregard of its obligations and duties under this Agreement.

     Indemnification under this Section shall include, without limitation,
reasonable fees and expenses of counsel and expenses of litigation. If the
Originator shall have made any indemnity payments pursuant to this Section and
the Person to or on behalf of whom such payments are made thereafter shall
collect any of such amounts from others, such Person shall promptly repay such
amounts to the Originator, without interest.

     SECTION 5.06.  LIMITATION ON LIABILITY OF ORIGINATOR AND OTHERS. The
Originator and any director or officer or employee or agent of the Originator
may rely in good faith on any document of any kind, prima facie properly
executed and submitted by any Person respecting any matters arising hereunder.
The Originator and any director or officer or employee or agent of the
Originator shall be reimbursed by the Trust Depositor for any liability or
expense incurred by reason of the Trust Depositor's willful misfeasance, bad
faith or negligence (except errors in judgment) in the performance of their
respective duties hereunder, or by reason of reckless disregard of their
respective obligations and duties hereunder. The Originator shall not be under
any obligation to appear in, prosecute or defend any legal action that shall not
be incidental to its obligations under this Agreement, and that in its opinion
may involve it in any expense or liability.

     SECTION 5.07.  CHIEF EXECUTIVE OFFICE. During the term of this Agreement,
the Originator will maintain its chief executive office in one of the States of
the United States.

                                   ARTICLE SIX

               REMEDIES UPON MISREPRESENTATION; REPURCHASE OPTION

     SECTION 6.01.  REPURCHASES OF, OR SUBSTITUTION FOR, CONTRACTS FOR BREACH OF
REPRESENTATIONS AND WARRANTIES. Upon a discovery by the Servicer, the Trust
Depositor or the Trustees of a breach of a representation or warranty of the
Originator as set forth in Section 3.01, Section 3.02, Section 3.03, Section
3.04, and Section 3.05 or as made or deemed made in any Addition Notice or any
Subsequent Purchase Agreement relating to Substitute Contracts that materially
adversely affects the Trust's interest in such Contract (without regard to the
benefits of the Reserve Fund) (an "Ineligible Contract"), or of an inaccuracy
with respect to the representations as to



                                       19

<PAGE>   24

concentrations of the Initial Contracts made under Section 3.05, the party
discovering the breach shall give prompt written notice to the other parties
(and the Servicer shall, pursuant to Section 11.01 of the Transfer and Servicing
Agreement, with respect to an inaccuracy concerning concentrations, select one
or more Contracts, without employing adverse selection, to be the related Excess
Contract for purposes of this Section), provided, that the Trustees shall have
no duty or obligation to inquire or to investigate the breach by the Originator
of any of such representations or warranties. The Originator shall repurchase
each such Ineligible Contract or Excess Contract, at a repurchase price equal to
the Transfer Deposit Amount, not later than the next succeeding Determination
Date following the date the Originator becomes aware of, or receives written
notice from any Trustee, the Servicer or the Trust Depositor of, any such breach
or inaccuracy and which breach or inaccuracy has not otherwise been cured;
provided, however, that if the Originator is able to effect a substitution for
any such Ineligible Contract or Excess Contract in compliance with Section 2.04,
the Originator may, in lieu of repurchasing such Contract, effect a substitution
for such affected Contract with a Substitute Contract not later than the date a
repurchase of such affected Contract would be required hereunder, and, provided
further that, with respect to a breach of representation or warranty relating to
the Contracts in the aggregate and not to any particular Contract the Originator
may select Contracts (without adverse selection) to repurchase (or substitute
for) such that had such Contracts not been included as part of the Trust Assets
(and, in the case of a substitution, had such Substitute Contract been included
as part of the Trust Assets instead of the selected Contract) there would have
been no breach of such representation or warranty. Notwithstanding any other
provision of this Agreement, the obligation of the Originator described in this
Section 6.01 shall not (a) terminate or be deemed released by any party hereto
upon a Servicer Transfer pursuant to Article VIII of the Transfer and Servicing
Agreement or (b) include any obligation to make payment on account of a breach
of a Contract by an Obligor subsequent to the date on which such Contract was
transferred to the Trust. The repurchase obligation described in this Section
6.01 is in no way to be satisfied with monies in the Reserve Fund.

     SECTION 6.02.  REASSIGNMENT OF REPURCHASED OR SUBSTITUTED CONTRACTS. Upon
receipt by the Indenture Trustee for deposit in the Collection Account of the
amounts described in Section 6.01 or Section 6.03 (or upon the Subsequent
Transfer Date related to a Substitute Contract described in Section 6.01), and
upon receipt of a certificate of a Servicing Officer in the form attached as
Exhibit F to the Transfer and Servicing Agreement, the Indenture Trustee is
required under the Transfer and Servicing Agreement to assign to the Trust
Depositor and the Trust Depositor shall assign to the Originator all of the
Trust's (or Trust Depositor's, as applicable) right, title and interest in the
repurchased or substituted Contract and related Trust Assets without recourse,
representation or warranty. Such reassigned Contract shall no longer thereafter
be included in any calculations of Principal Balances required to be made
hereunder or otherwise be deemed a part of the Trust.



                                       20

<PAGE>   25

                                  ARTICLE SEVEN

                             ORIGINATOR INDEMNITIES

     SECTION 7.01.  ORIGINATOR'S INDEMNIFICATION. The Originator will defend
and indemnify the Trust Depositor, the Trust, the Trustees, any agents of the
Trustees and the Certificateholder and Noteholders (any of which, an
"Indemnified Party") against any and all costs, expenses, losses, damages,
claims and liabilities, joint or several, including reasonable fees and expenses
of counsel and expenses of litigation (collectively, "Costs") arising out of or
resulting from (i) this Agreement or the use, ownership or operation of any
Equipment by the Originator or the Servicer or any Affiliate of either, (ii) any
representation or warranty or covenant made by the Originator in this Agreement
being untrue or incorrect (subject to the limitations described in the preamble
to Article III of this Agreement), and (iii) any untrue statement or alleged
untrue statement of a material fact contained in the Prospectus or in any
amendment thereto or the omission or alleged omission to state therein a
material fact necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement was made in conformity with information furnished to the Trust
Depositor by the Originator specifically for use therein; provided, however,
that the Originator shall not be required to so indemnify any such Indemnified
Party for such Costs to the extent that such Cost shall be due to or arise from
the willful misfeasance, bad faith or negligence of such Indemnified Party, or
the failure of such Indemnified Party to comply with any express undertaking,
agreement or covenant made by such Indemnified Party in a Transaction Document
to which it is a party or the breach subsequent to the Closing Date by an
Obligor under a Contract. Notwithstanding any other provision of this Agreement,
the obligation of the Originator under this Section 7.01 shall not terminate
upon a Servicer Transfer pursuant to Article VIII of the Transfer and Servicing
Agreement and shall survive any termination of that agreement or this Agreement.

     SECTION 7.02.  LIABILITIES TO OBLIGORS. No obligation or liability to any
Obligor under any of the Contracts is intended to be assumed by the Trustees,
the Trust, the Noteholders or the Certificateholder under or as a result of this
Agreement and the transactions contemplated hereby.

     SECTION 7.03.  TAX INDEMNIFICATION.

             (a)    The Originator agrees to pay, and to indemnify, defend and
   hold harmless the Trust Depositor, the Trust, the Trustees, the Noteholders
   or the Certificateholder from, any taxes which may at any time be asserted
   with respect to, and as of the date of, the transfer of the Contracts to
   the Trust Depositor and the transfer by the Trust Depositor of the
   Contracts to the Trust and the further



                                       21

<PAGE>   26

   pledge by the Trust to the Indenture Trustee, including, without
   limitation, any sales, gross receipts, general corporation, personal
   property, privilege or license taxes (but not including any federal, state
   or other taxes arising out of the creation of the Trust and the issuance of
   the Notes and Certificates) and costs, expenses and reasonable counsel fees
   in defending against the same, whether arising by reason of the acts to be
   performed by the Originator or the Servicer under this Agreement or imposed
   against the Trust, a Noteholder, a Certificateholder or otherwise.
   Notwithstanding any other provision of this Agreement, the obligation of
   the Originator under this Section 7.03 shall not terminate upon a Servicer
   Transfer pursuant to Article VIII of the Transfer and Servicing Agreement
   and shall survive any termination of this Agreement.

             (b)    The Originator agrees to pay and to indemnify, defend and
   hold harmless the Trust and the Trustees, on an after-tax basis (as
   hereinafter defined), from any state or local personal property taxes,
   gross rent taxes, leasehold taxes or similar taxes which may at any time be
   asserted with respect to the ownership of the Contracts (including security
   interests therein) and the receipt of rentals therefrom by the Trust, and
   costs, expenses and reasonable counsel fees in defending against the same,
   excluding, however, taxes based upon or measured by gross or net income or
   receipts (other than taxes imposed specifically with respect to rentals).
   As used in this Section, the term "after-tax basis" shall mean, with
   respect to any payment to be received by an indemnified person, that the
   amount to be paid by the Originator shall be equal to the sum of (i) the
   amount to be received without regard to this sentence, plus (ii) any
   additional amount that may be required so that after reduction by all taxes
   imposed under any federal, state and local law, and taking into account any
   current credits or deductions arising therefrom, resulting either from the
   receipt of the payments described in both clauses (i) and (ii) hereof, such
   sum shall be equal to the amount described in clause (i) above.

     SECTION 7.04.  ADJUSTMENTS. The Originator agrees that, with respect to
each Contract (i) which provides for a Prepayment Amount less than the amount
calculated in accordance with the definition thereof and (ii) as to which the
related Vendor has not agreed to indemnify the Trust Depositor or any assignee
of the Trust Depositor in an amount at least equal to the excess of the
"Prepayment Amount" as calculated in accordance with the definition thereof over
the amount otherwise payable upon prepayment of such Contract, the Originator
shall indemnify the Trust Depositor or the Trust as assignee thereof, in an
amount equal to the amount specified in the foregoing clause (ii).

     The Originator hereby further agrees that if any real property collateral
securing any Contract described in Section 3.02(e) hereof becomes the subject of
any claims, proceedings, liens or encumbrances with respect to any material
violation or



                                       22

<PAGE>   27

claimed material violation of any federal or state environmental laws or
regulations, such Contract shall for all purposes hereunder be, at and following
the time of discovery by the Originator, the Trust Depositor, the Servicer or
any Trustee of such fact, deemed an Ineligible Contract subject to the same
remedial and recourse provisions hereunder as other Contracts determined to be
Ineligible Contracts hereunder.

     SECTION 7.05.  OPERATION OF INDEMNITIES. Indemnification under this
Article VII shall include, without limitation, reasonable fees and expenses of
counsel and expenses of litigation. If the Originator has made any indemnity
payments to the Trust Depositor or the Trustees pursuant to this Article VII and
the Trust Depositor or the Trustees thereafter collects any of such amounts from
others, the Trust Depositor or the Trustees will repay such amounts collected to
the Originator, except that any payments received by the Trust Depositor or the
Trustees from an insurance provider as a result of the events under which the
Originator's indemnity payments arose shall be repaid prior to any repayment of
the Originator's indemnity payment.

                                  ARTICLE EIGHT

                                 MISCELLANEOUS

     SECTION 8.01.  AMENDMENT.

     (a)     This Agreement may be amended by the Originator and the Trust
Depositor, without the consent of any Securityholders, to cure any ambiguity, to
correct or supplement any provisions in this Agreement which are inconsistent
with the provisions herein, 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 Securityholder.

     (b)     This Agreement may also be amended from time to time by the
Originator and the Trust Depositor, with the consent of the Servicer, the
Indenture Trustee and the Owner Trustee on behalf of the Trust, and 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 Holders of the Notes or the
Certificateholder; provided, however, that no such amendment shall (i) increase
or reduce in any manner the amount of, or accelerate or delay the timing of or
change the method of calculating Collections of payments on the Contracts
(including by way of amendment of related definitions), or (ii) change in any
manner (including through amendment of related definitions), the Holders which
are



                                       23

<PAGE>   28

required to consent to any such amendment, without the consent of the Holders of
all Notes and Certificates of the relevant affected Class then outstanding.

     (c)     Prior to the execution of any such amendment or consent, the
Originator shall cause the Indenture Trustee to furnish written notification of
the substance of such amendment or consent, together with a copy thereof, to
each Rating Agency.

     (d)     Promptly after the execution of any such amendment or consent, the
Originator shall cause the Owner Trustee and the Indenture Trustee, as the case
may be, to furnish written notification of the substance of such amendment or
consent to each Certificateholder and Noteholder, respectively. It shall not be
necessary for the consent of Noteholders and Certificateholder pursuant to
Section 8.01(b) to approve the particular form of any proposed amendment or
consent, but it shall be sufficient if such consent shall approve the substance
thereof. The manner of obtaining such consents and of evidencing the
authorization by Noteholders and Certificateholder of the execution thereof
shall be subject to such reasonable requirements as the Owner Trustee or the
Indenture Trustee may prescribe.

     (e)     Prior to the execution of any amendment to this Agreement, the
Owner Trustee and the Indenture 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. Such Trustee may, but shall not be
obligated to, consent to any such amendment which affects such Trustee's own
rights, duties or immunities under this Agreement or otherwise.

     SECTION 8.02.  GOVERNING LAW. (a) This Agreement shall be construed in
accordance with the laws of the State of New York and the obligations, rights,
and remedies of the parties under the Agreement shall be determined in
accordance with such laws.

     (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 party 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 8.02(b).



                                       24

<PAGE>   29

     SECTION 8.03.  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 Originator:

                    ORIX Credit Alliance, Inc.
                    300 Lighting Way
                    Secaucus, New Jersey  07096-1525
                    Attention:  Chief Financial Officer - Asset Securitizations

                    Fax No.:  (201) 348-2914

             (ii)   If to the Trust Depositor:

                    ORIX Credit Alliance Receivables III
                    300 Lighting Way
                    Secaucus, New Jersey  07096-1525
                    Attention:  President

                    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



                                       25

<PAGE>   30

                    Attention: Corporate Trust Administration

                    Fax No.:  (302) 283-8279

             (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 & Poor's Ratings Service
                    55 Water Street
                    41st Floor
                    New York, New York  10014
                    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



                                       26

<PAGE>   31

             (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 8.04.  SEVERABILITY OF PROVISIONS. If 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 Notes or
Certificates or the rights of the Holders thereof.

     SECTION 8.05.  THIRD PARTY BENEFICIARIES. Except as otherwise specifically
provided herein, the parties hereto hereby manifest their intent that no third
party, other than each Trustee, shall be deemed a third party beneficiary of
this Agreement, and specifically that the Obligors are not third party
beneficiaries of this Agreement.

     SECTION 8.06.  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 together constitute but one and the same instrument.

     SECTION 8.07.  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 8.08.  NO BANKRUPTCY PETITION; DISCLAIMER. (a) Each of the
Originator and the Trust Depositor covenants and agrees that, prior to the date
that is one year and one day after the payment in full of all amounts owing in
respect of all outstanding Securities, it will not institute against the Trust
Depositor (in the case of the Originator), or the Trust, or join any other
Person in instituting against the Trust Depositor or the Trust, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings or other
similar proceedings under the laws of the United States



                                       27

<PAGE>   32

or any state of the United States. This Section 8.08 will survive the
termination of this Agreement.

     (b)     The provisions of this Section 8.08 shall be for the third party
benefit of those entitled to rely thereon, including the Holders of the Notes,
and shall survive the termination of this Agreement.

     SECTION 8.09.  JURISDICTION. Any legal action or proceeding with respect
to this Agreement may be brought in the courts of the United States for the
Southern District of New York, and by execution and delivery of this Agreement,
each party hereto consents, for itself and in respect of its property, to the
non-exclusive jurisdiction of those courts. Each such party irrevocably waives
any objection, including any objection to the laying of venue or based on the
grounds of forum non conveniens, which it may now or hereafter have to the
bringing of any action or proceeding in such jurisdiction in respect of this
Agreement or any document related hereto.

     SECTION 8.10.  PROHIBITED TRANSACTIONS WITH RESPECT TO THE TRUST. The
Originator shall not:

     (a)     Provide credit to any Noteholder or Certificateholder for the
   purpose of enabling such Noteholder or Certificateholder to purchase Notes
   or Certificates, respectively;

     (b)     Purchase any Notes or Certificates in an agency or trustee
   capacity; or

     (c)     Except in its capacity as Servicer as provided in the Transfer and
   Servicing Agreement, lend any money to the Trust.

     SECTION 8.11.  MERGER OR CONSOLIDATION OF ORIGINATOR. (a) The Originator
will keep in full force and effect its existence, rights and franchise as a New
York corporation, and the Originator will obtain and preserve its qualification
to do business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement and of any of the Contracts and to perform its
duties under this Agreement.

     (b)     Any person into which the Originator may be merged or consolidated,
or any corporation resulting from such merger or consolidation to which the
Originator is a party, or any person succeeding by acquisition or transfer to
substantially all of the assets and to the business of the Originator shall be
the successor to the Originator hereunder, without execution or filing of any
paper or any further act on the part of any of the parties hereto,
notwithstanding anything herein to the contrary.



                                       28

<PAGE>   33

     (c)     Upon the merger or consolidation of the Originator or transfer of
substantially all of its assets and its business as described in this Section
8.11, the Originator shall provide the Rating Agencies notice of such merger or
consolidation within thirty (30) days after completion of the same.

     SECTION 8.12.  ASSIGNMENT OR DELEGATION BY THE ORIGINATOR. Except as
specifically authorized hereunder, the Originator may not convey and assign or
delegate any of its rights or obligations hereunder absent the prior written
consent of the Trust Depositor and the Trustees, and any attempt to do so
without such consent shall be void.



                                       29

<PAGE>   34

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


                         ORIX CREDIT ALLIANCE, INC., as Originator



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

                         ORIX CREDIT ALLIANCE RECEIVABLES
                         CORPORATION III, as Trust Depositor



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



                                       30

<PAGE>   35

                                    EXHIBIT A

                               FORM OF ASSIGNMENT

     In accordance with the OCAI Transfer Agreement (the "OCAI Transfer
Agreement") dated as of        , 2000 made by and between the undersigned, ORIX
Credit Alliance, Inc., as Originator, and the ORIX Credit Alliance Receivables
Corporation III (the "Trust Depositor"), as assignee thereunder, the undersigned
does hereby sell, transfer, convey and assign, set over and otherwise convey to
the Trust, on behalf of the Trust Depositor, (i) all the right, title and
interest of the Originator in and to the Initial Contracts listed on the initial
List of Contracts delivered on the Closing Date (including, without limitation,
all rights to receive Collections with respect thereto on or after the Initial
Cutoff Date, but excluding any rights to receive payments which were collected
pursuant thereto prior to the Initial Cutoff Date), and (ii) all other Contract
Assets relating to the foregoing.

     Capitalized terms used herein have the meaning given such terms in the OCAI
Transfer Agreement.

     This Assignment is made pursuant to and in reliance upon the representation
and warranties on the part of the undersigned contained in Article III of the
OCAI Transfer Agreement and no others.

     IN WITNESS WHEREOF, the undersigned has caused this Assignment to be duly
executed this       day of February, 2000.

                           ORIX CREDIT ALLIANCE, INC.

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



                                      A-1