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                          RECEIVABLES FINANCING AGREEMENT

                           dated as of September 24, 1998

                                       among

                       ARCADIA RECEIVABLES FINANCE CORP. IV,

                                    as Borrower

                              ARCADIA FINANCIAL LTD.,

                             as Servicer and Custodian,

                            THE LENDERS PARTIES HERETO,

                    CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH,

                                     as Agent,

                                        and

                   NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,

                      as Backup Servicer and Collateral Agent


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                     RECEIVABLES FINANCING AGREEMENT

              THIS RECEIVABLES FINANCING AGREEMENT is made and entered into as
       of September 24, 1998, among ARCADIA RECEIVABLES FINANCE CORP. IV, a
       Delaware corporation having its principal office at 7825 Washington
       Avenue South, Suite 901, Minneapolis, Minnesota 55439-2435 (the
       "BORROWER"), ARCADIA FINANCIAL, LTD., a Minnesota corporation having its
       principal office at 7825 Washington Avenue South, Suite 500, Minneapolis,
       Minnesota 55439-2435 ("AFL"), as initial Servicer and Custodian, the
       NONCOMMITTED LENDER (as hereinafter defined) party hereto, THE FINANCIAL
       INSTITUTIONS SET FORTH ON THE SIGNATURE PAGES HERETO and their permitted
       assigns, as committed lenders (the "BANKS" and, together with the
       Noncommitted Lender, the "LENDERS"), CREDIT SUISSE FIRST BOSTON, NEW YORK
       BRANCH ("CSFB"), as agent (the "AGENT") for the Lenders, and NORWEST BANK
       MINNESOTA, NATIONAL ASSOCIATION, a national banking association
       ("NORWEST"), as Backup Servicer and Collateral Agent.

                     BACKGROUND

              1.     The Borrower desires that the Lenders extend financing to
       the Borrower on the terms and conditions set forth herein.

              2.     The Lenders are willing to provide such financing on the
       terms and conditions set forth in this Agreement.

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

                                     ARTICLE I

                                    DEFINITIONS

              SECTION 1.1  DEFINED TERMS.  As used in this Agreement, the
       following terms have the following meanings:

              "ACCOUNTANTS' REPORT" has the meaning set forth in SECTION
       8.11(a).

              "ADVANCE" means any amount disbursed by any Lender to the Borrower
       under this Agreement.

              "ADVANCE DATE" means the date any Advance is made under
       SECTION 2.3.

              "ADVANCE REQUEST" has the meaning set forth in SECTION 2.2.

              "ADVERSE CLAIM" means any claim of ownership or any Lien, title
       retention, trust or other charge or encumbrance, or other type of
       preferential arrangement having the effect or

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       purpose of creating a Lien, other than the security interest created
       under this Agreement.

              "AFFECTED PERSON" has the meaning set forth in SECTION 6.1(a).

              "AFFILIATE" of any Person means any other Person that directly or
       indirectly controls, is controlled by or is under common control with
       such Person (excluding any trustee under, or any committee with
       responsibility for administering, any employee benefit plan).  A Person
       shall be deemed to be "controlled by" any other Person if such other
       Person controls such Person within the meaning of Section 15 of the
       Securities Act of 1933, as amended, or Section 20 of the Securities
       Exchange Act of 1934, as amended.

              "AFL" has the meaning set forth in the PREAMBLE.

              "AGENT" has the meaning set forth in the PREAMBLE.

              "AGENT'S ACCOUNT" has the meaning set forth in SECTION 5.1.

              "AGGREGATE OUTSTANDING PRINCIPAL BALANCE" means, with respect to
       any group of Receivables as of any date, the sum of the outstanding
       Principal Balances of all such Receivables as at the opening of business
       on such date.

              "AGREEMENT" shall mean this Receivables Financing Agreement
       (including the Fee Letter and the Joinder Supplement hereto), as it may
       be amended, supplemented or otherwise modified from time to time.

              "ALLOCATIONS" has the meaning set forth in SECTION 3.3(a).

              "ALTERNATE BASE RATE" means a fluctuating rate per annum as shall
       be in effect from time to time, which rate shall be at all times equal to
       the highest of:

              (a)    the rate of interest announced publicly by CSFB in New
York, New York, from time to time as CSFB's base commercial lending rate;

              (b)    1/2 of one percent above the latest three-week moving
average of secondary market morning offering rates in the United States for
three-month certificates of deposit of major United States money market banks,
such three-week moving average being determined weekly on each Monday (or, if
such day is not a Business Day, on the next succeeding Business Day) for the
three-week period ending on the previous Friday by CSFB on the basis of such
rates reported by certificate of deposit dealers to and published by the Federal
Reserve Bank of New York or, if such publication shall be suspended or
terminated, on the basis of quotations for such rates received by CSFB from
three New York, New York certificate of deposit dealers of recognized standing
selected by CSFB, in either case adjusted to the nearest 1/4 of one percent or,
if there is no nearest 1/4 of one percent, to the next higher 1/4 of one
percent; and

              (c)    1/2 of one percent above the Federal Funds Rate.

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              "AMOUNT FINANCED" means, with respect to a Receivable, the
       aggregate amount of credit extended under such Receivable toward the
       purchase price of the Financed Vehicle and related costs, including
       amounts advanced in respect of accessories, insurance premiums, service
       and warranty contracts, other items customarily financed as part of
       retail automobile installment sale contracts or promissory notes, and
       related costs.

              "ANNUAL PERCENTAGE RATE" or "APR" means, with respect to a
       Receivable, the rate per annum of finance charges stated in such
       Receivable as the "annual percentage rate" (within the meaning of the
       Federal Truth-in-Lending Act).  If, after the applicable Purchase Date,
       the rate per annum with respect to a Receivable as of such Purchase Date
       is reduced as a result of (a) an insolvency proceeding involving the
       relevant Obligor or (b) pursuant to the Soldiers' and Sailors' Civil
       Relief Act of 1940, the "Annual Percentage Rate" or "APR" shall refer to
       such reduced rate.

              "AVERAGE SERVICING PORTFOLIO" means as of any date, the average of
       the Servicing Portfolio for the six preceding Collection Periods.

              "BACKUP SERVICER" means Norwest in its capacity as Backup
       Servicer, together with its permitted successors and assigns in such
       capacity .

              "BACKUP SERVICER FEE" means, for any Distribution Date, the amount
       payable to the Backup Servicer as its regular fee on such Distribution
       Date pursuant to the Norwest Fee Letter.

              "BACKUP SERVICING FEE RATE" has the meaning set forth in the
       Norwest Fee Letter.

              "BANK RATE" for any Advance means a rate per annum equal to 1.00%
       per annum above the Eurodollar Rate for each Advance or portion thereof;
       PROVIDED, HOWEVER, that in the case of

       (a)    any Fixed Period on or prior to the first day of which a Bank
shall have notified the Agent that the introduction of or any change in or in
the interpretation of any law or regulation makes it unlawful, or any central
bank or other governmental authority asserts that it is unlawful, for such Bank
to fund such Advance at the Bank Rate set forth above (and such Bank shall not
have subsequently notified the Agent that such circumstances no longer exist),

       (b)    any Fixed Period of one to (and including) 29 days, in the event
the Eurodollar Rate is not reasonably available to the Agent for such a Fixed
Period,

       (c)    any Fixed Period as to which the related Advance will not be
funded by issuance of commercial paper, as determined by the Agent (on behalf of
the Noncommitted Lender) by 12:00 noon (New York City time) on the second
Business Day preceding the first day of such Fixed Period, or

       (d)    any Fixed Period for an Advance the principal amount of which
allocated to the

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Banks in the aggregate is less than $500,000,

       the "BANK RATE" shall be a floating rate per annum equal to the Alternate
       Base Rate in effect on each day of such Fixed Period; PROVIDED, FURTHER,
       that the Agent (with the consent of the Lenders) and the Borrower may
       agree in writing from time to time upon a different "BANK RATE."

              "BANK RATE ALLOCATION" has the meaning set forth in SECTION
3.3(a).

              "BANKRUPTCY CODE" means the Bankruptcy Code, 11 U.S.C. Section
        101, ET SEQ., as amended.

              "BANKS" has the meaning set forth in the PREAMBLE.

              "BORROWER" has the meaning set forth in the PREAMBLE.

              "BORROWER ACCOUNT COLLATERAL" has the meaning set forth in SECTION
       9.1(c).

              "BORROWER ASSIGNED AGREEMENTS" has the meaning set forth in
       SECTION 9.1(b).

              "BORROWING BASE" means the excess of (a) (i) if determined on any
       day during a Collection Period occurring prior to the Distribution Date
       occurring during such Collection Period, an amount equal to (A) with
       respect to all Transferred Receivables which are Eligible Receivables on
       such day of determination that were purchased by the Borrower prior to
       the first day of the Collection Period immediately preceding such
       Distribution Date, an amount equal to the Aggregate Outstanding Principal
       Balance of all such Eligible Receivables as of the last day of the second
       Collection Period preceding such Distribution Date (whether or not such
       Receivables were owned by the Borrower on such last day), PLUS (B) with
       respect to all Transferred Receivables which are Eligible Receivables on
       such day of determination that were purchased by the Borrower on or after
       the first day of the Collection Period immediately preceding such
       Distribution Date, an amount equal to the Aggregate Outstanding Principal
       Balance of such Eligible Receivables as of the date such Transferred
       Receivables were purchased by the Borrower, PLUS (C) the amount on
       deposit in the Collateral Account on such day; or (ii) if determined on
       any day during a Collection Period occurring on or after the Distribution
       Date occurring during such Collection Period, an amount equal to (A) with
       respect to all Transferred Receivables which are Eligible Receivables on
       such day of determination that were purchased by the Borrower prior to
       the first day of such Collection Period, an amount equal to the Aggregate
       Outstanding Principal Balance of all such Eligible Receivables as of the
       last day of the Collection Period immediately preceding such Distribution
       Date PLUS (B) with respect to all Transferred Receivables which are
       Eligible Receivables on such day of determination that were purchased by
       the Borrower on or after the first day of such Collection Period, an
       amount equal to the Aggregate Outstanding Principal Balance of such
       Eligible Receivables as of the date such Transferred Receivables were
       purchased by the Borrower, PLUS (C) the amount on deposit in the
       Collateral Account on such day OVER (b) the Required Holdback as of such
       date.

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              "BORROWING BASE CONFIRMATION" has the meaning set forth in
       SECTION 7.2(g).

              "BORROWING BASE DEFICIENCY" has the meaning set forth in SECTION
       14.1(e).

              "BORROWER COLLATERAL" has the meaning set forth in SECTION 9.1.

              "BUSINESS DAY" shall mean any day on which (a) commercial banks in
       New York City or Minneapolis, Minnesota are not authorized or required to
       be closed, and (b) in the case of a Business Day which relates to a
       Eurodollar Advance, dealings are carried on in the London interbank
       Eurodollar market.

              "CLEAN-UP PERIOD" shall mean the period commencing on the date of
       the initial Advance hereunder and ending on SEPTEMBER 23, 1999 and
       thereafter, each period commencing on the last day of the preceding
       Clean-Up Period and ending 364 days thereafter.

              "CLEAN-UP REQUIREMENT" means the obligation of the Borrower to
       reduce to zero the outstanding principal amount of all Advances for 30
       consecutive days during each Clean-Up Period.

       "CLOSING DATE" means the Effective Date.

              "COLLATERAL" means the Transferred Receivables in the Total
       Receivables Pool together with the Other Conveyed Property.

              "COLLATERAL ACCOUNT" means the account designated as the
       Collateral Account in, and which is established and maintained pursuant
       to, SECTION 8.17(c).

              "COLLATERAL AGENT" means Norwest in its capacity as Collateral
       Agent under the Collateral Agent Agreement, and its permitted successors
       and assigns in such capacity.

              "COLLATERAL AGENT AGREEMENT" means the Collateral Agent Agreement
       dated as of the date hereof among the Collateral Agent, the Agent, AFL
       and the Borrower, including all amendments, modifications and supplements
       thereto.

              "COLLATERAL AGENT FEE" means, for any Distribution Date, the
       amount payable to the Collateral Agent as its regular fee on such
       Distribution Date pursuant to the Norwest Fee Letter.

              "COLLATERAL AGENT FEE RATE" has the meaning set forth in the
       Norwest Fee Letter.

              "COLLATERAL INSURANCE" means a vendor's single interest or other
       collateral protection insurance policy with respect to Financed Vehicles,
       which policy by its terms insures against physical damage in the event
       any Obligor fails to maintain physical damage insurance with respect to
       the related Financed Vehicle.

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              "COLLATERAL RECEIPT" means a Certificate of Custodian in the form
       of EXHIBIT A to the Custodial Agreement.

              "COLLECTED FUNDS" means, with respect to any Determination Date,
       the amount of funds in the Collection Account representing collections on
       the Total Receivables Pool during the related Collection Period,
       including all Recoveries with respect thereto collected during the
       related Collection Period (but excluding any Purchase Amounts).

              "COLLECTION ACCOUNT" means the account designated as the
       Collection Account in, and which is established and maintained pursuant
       to, SECTION 8.17(a).

              "COLLECTION PERIOD" means any calendar month and, with respect to
       a Determination Date or a Distribution Date, the calendar month preceding
       the month in which such Determination Date or Distribution Date occurs
       (such calendar month being referred to as the "related" Collection Period
       with respect to such Determination Date or Distribution Date) or, in the
       case of the initial Distribution Date and Determination Date, the period
       commencing at the opening of business on the Closing Date and ending at
       the end of the calendar month following the calendar month in which the
       Closing Date occurs.  Any amount stated "as of the close of business of
       the last day of a Collection Period" shall give effect to the following
       calculations as determined as of the end of the day on such last day:
       (i) all applications of collections, and (ii) all distributions.

              "COLLECTION RECORDS" means all manually prepared or computer
       generated records relating to collection efforts or payment histories
       with respect to the Transferred Receivables.

              "COMMERCIAL PAPER RATE" for Advances means, to the extent the
       Noncommitted Lender funds such Advances by issuing commercial paper, the
       sum of (a) the weighted average of the rates at which commercial paper
       notes of such Noncommitted Lender issued to fund such Advances may be
       sold by any placement agent or commercial paper dealer selected by the
       Agent on behalf of such Noncommitted Lender, as agreed in good faith
       between each such agent or dealer and the Agent; PROVIDED if the rate (or
       rates) as agreed between any such agent or dealer and the Agent is a
       discount rate (or rates), then such rate shall be the rate (or if more
       than one rate, the weighted average of the rates) resulting from
       converting such discount rate (or rates) to an interest-bearing
       equivalent rate per annum PLUS (b) any and all commissions of placement
       agents and commercial paper dealers in respect of commercial paper issued
       to fund the making or maintenance of any Advance not to exceed an
       annualized rate of .05% of the Face Amount of such commercial paper PLUS
       (c) any and all reasonable costs and expenses of any issuing and paying
       agent or other Person responsible for the administration of such
       Noncommitted Lender's commercial paper program in connection with the
       preparation, completion, issuance, delivery or payment of commercial
       paper issued to fund the making or maintenance of any Advance.

              "COMMITMENT" means, for any Bank, the maximum amount of such
       Bank's commitment to fund Advances hereunder, as set forth on the
       signature pages hereof or in assignment documentation by which such Bank
       became a party to this Agreement or assumed the Commitment (or a portion
       thereof) of another Bank, as such amount may be

<PAGE>

       adjusted from time to time pursuant to SECTION 2.7 or pursuant to
       assignment documentation executed by such Bank and its assignee and
       delivered pursuant to SECTION 16.2 of this Agreement.

              "COMMITMENT PERCENTAGE" means, for a Bank, such Bank's Commitment
       as a percentage of the aggregate Commitments of all Banks.

              "COMMITMENT TERMINATION DATE" means September 23, 1999, as such
       date may be extended from time to time as agreed in writing between the
       Borrower, the Servicer, the Agent and the Lenders.

              "CONTINGENT LIABILITY" means any agreement, undertaking or
       arrangement by which any Person guarantees, endorses or otherwise becomes
       or is contingently liable upon (by direct or indirect agreement,
       contingent or otherwise, to provide funds for payment, to supply funds
       to, or otherwise to invest in, a debtor, or otherwise to assure a
       creditor against loss) the indebtedness, obligation or any other
       liability of any other Person (other than by endorsements of instruments
       in the course of collection), or guarantees the payment of dividends or
       other distributions upon the shares of any other Person.  The amount of
       any Person's obligation under any Contingent Liability shall (subject to
       any limitation set forth therein) be deemed to be the outstanding
       principal amount (or maximum outstanding principal amount, if larger) of
       the debt, obligation or other liability guaranteed thereby.

              "CP ALLOCATION" has the meaning set forth in SECTION 3.3(a).

              "CRAM DOWN LOSS" means, with respect to a Receivable, if a court
       of appropriate jurisdiction in an insolvency proceeding shall have issued
       an order reducing the amount owed on such Receivable or otherwise
       modifying or restructuring the scheduled payments to be made on such
       Receivable, an amount equal to the excess of the principal balance of
       such Receivable immediately prior to such order, minus the principal
       balance of such Receivable as so reduced.  A "Cram Down Loss" shall be
       deemed to have occurred on the date of issuance of such order.

              "CSFB" has the meaning set forth in the PREAMBLE.

              "CSFB ROLES" has the meaning set forth in SECTION 18.11.

              "CUSTODIAL AGREEMENT" means the Custodian Agreement dated as of
       the date hereof among the Custodian, the Agent, the Borrower and the
       Collateral Agent, including all permitted amendments, modifications and
       supplements thereto.

              "CUSTODIAL FEE RATE" means (a) if AFL is the Custodian, 0% and
       (b) if a Person other than AFL is the Custodian, a rate agreed to by such
       Person and the Agent.

              "CUSTODIAN" means AFL in its capacity as Custodian under the
       Custodial Agreement, and its permitted successors and assigns in such
       capacity.

              "DEALER" means a seller of new or used automobiles, light duty
       trucks, minivans or

<PAGE>

       sport utility vehicles that originated one or more of the Receivables in
       the Total Receivables Pool and sold the respective Receivable, directly
       or indirectly, to AFL.

              "DEALER AGREEMENT" means an agreement by and among AFL and a
       Dealer relating to the sale of Receivables to AFL and all documents and
       instruments relating thereto.

              "DEALER ASSIGNMENT" means, with respect to a Transferred
       Receivable, the executed assignment executed by a Dealer conveying such
       Receivable to AFL.

              "DEALER UNDERWRITING GUIDES" means, collectively, the underwriting
       guidelines used by AFL in the purchase of Receivables as amended from
       time to time.

              "DEFAULT RATE" means a rate PER ANNUM equal to the Alternate Base
       Rate (but not less than the Yield (if any) in effect for the related
       monetary obligation), PLUS a margin of 2%.

              "DEFAULTED RECEIVABLE" means, with respect to a Transferred
       Receivable as of any date, a Receivable with respect to which (i) all or
       any portion in excess of $10 of a Scheduled Payment is more than 60 days
       past due, (ii) the Servicer has repossessed the related Financed Vehicle
       (and any applicable redemption period has expired), (iii) the Obligor has
       been identified in the records of the Servicer as being the subject of a
       current bankruptcy proceeding or (iv) such Receivable is in default and
       the Servicer has charged-off such Receivable in accordance with its
       standard policies or otherwise has determined in good faith that payments
       thereunder are not likely to be resumed.

              "DEFICIENCY AMOUNT" means, as of any date, an amount equal to the
       product of (x) the Deficiency Percentage, (y) the Aggregate Outstanding
       Principal Balance of Eligible Receivables as of such date and (z) 2.0.

              "DEFICIENCY PERCENTAGE" means, as of any date, the positive
       excess, if any, of (a) the sum of (i) 8.3% PLUS (ii) the Total Expense
       Percentage PLUS (iii) the Maximum Interest Rate Cap Strike Price PLUS
       (iv) 0.75%, OVER (b) the weighted average APR for all Receivables in the
       Total Receivables Pool.

              "DELINQUENCY RATIO" means, as of any date, the ratio (expressed as
       a percentage) computed by dividing:

                     (a)    the sum of (i) the Aggregate Outstanding Principal
Balance of Receivables in the Total Receivables Pool which became Defaulted
Receivables during the last full Collection Period preceding such date PLUS (ii)
the Aggregate Outstanding Principal Balance of Receivables in the Total
Receivables Pool which were Delinquent Receivables on the last day of the
immediately preceding Collection Period

              BY

                     (b)    the sum of the Aggregate Outstanding Principal
Balance of all Receivables in the Total Receivables Pool on the last day of the
immediately preceding

<PAGE>

Collection Period PLUS, without duplication, if a Take-Out Securitization has
occurred during such preceding Collection Period, the Aggregate Outstanding
Principal Balance of all Transferred Receivables which were included in such
Take-Out Securitization.

       The Delinquency Ratio shall be determined on each Determination Date and
       shall remain in effect until recalculated on the next succeeding
       Determination Date.

              "DELINQUENT RECEIVABLE" means a Receivable (other than a Defaulted
       Receivable) with respect to which more than $10 of a Scheduled Payment is
       more than 30 days past due.

              "DETERMINATION DATE" means, with respect to a Collection Period,
       the FOURTH Business Day prior to the related Distribution Date.

              "DISTRIBUTION DATE" means the 15th day of each calendar month, or
       if such 15th day is not a Business Day, the next succeeding Business Day,
       commencing October 15, 1998.

              "DOLLAR(S)" and the sign "$" mean lawful money of the United
       States of America.

              "EFFECTIVE DATE" has the meaning set forth in SECTION 7.1.

              "ELIGIBLE ACCOUNT" means (i) a segregated trust account or (ii) a
       segregated direct deposit account, in each case, maintained with a
       depository institution or trust company organized under the laws of the
       United States of America, or any of the States thereof, or the District
       of Columbia, having a certificate of deposit, short term deposit or
       commercial paper rating of at least A-1+ by Standard & Poor's and P-1 by
       Moody's.  In either case, such depository institution or trust company
       shall either (x) be Norwest or (y) have been approved by the Agent,
       acting in its discretion, by written notice to the Servicer.

              "ELIGIBLE ASSIGNEE" has the meaning set forth in SECTION 16.1.

              "ELIGIBLE RECEIVABLE" means a Receivable that (i) was originated
       directly by AFL with the consumer or was originated by a Dealer for the
       retail sale of a Financed Vehicle in the ordinary course of such Dealer's
       business and such Dealer had all necessary licenses and permits to
       originate Receivables in the state where such Dealer was located, was
       fully and properly executed by the parties thereto, was purchased by AFL
       from such Dealer under a Dealer Agreement with AFL and was validly
       assigned by such Dealer to AFL, (ii) contains customary and enforceable
       provisions such as to render the rights and remedies of the holder
       thereof adequate for realization against the collateral security, and
       (iii) is a Simple Interest Receivable or Pre-Computed Receivable which
       provides for level monthly payments (PROVIDED that the payment in the
       first monthly period and the final monthly period of the life of the
       Receivable may be minimally different from the level payment) which, if
       made when due, shall fully amortize the Amount Financed over the original
       term; and

       (a)    that is a Dollar obligation of an Obligor domiciled in the United
States of America and that was originated and, if originated by a Dealer, that
was sold by the Dealer to AFL, without any fraud or material misrepresentation
on the part of such originator or Dealer in either

<PAGE>

case or on the part of the Obligor;

       (b)    with respect to which all requirements of applicable federal,
state and local laws, and regulations thereunder (including, without limitation,
usury laws, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act,
the Fair Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt
Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss
Warranty Act, the Federal Reserve Board's Regulations "B" and "Z", the Soldiers'
and Sailors' Civil Relief Act of 1940, the Minnesota Motor Financed Vehicle
Retail Installment Sales Act, and state adaptations of the National Consumer Act
and of the Uniform Consumer Credit Code and other consumer credit laws and equal
credit opportunity and disclosure laws), in respect of such Receivable, the sale
of the Financed Vehicle related thereto and the sale of credit life and credit
accident and health insurance and any extended service contracts, if any, in
connection with such Receivable, have been complied with in all material
respects;

       (c)    that was originated in the United States of America and, at the 
time of origination, materially conformed to all requirements of the Dealer 
Underwriting Guides applicable to such Receivable;

       (d)    which represents the genuine, legal, valid and binding payment 
obligation of the Obligor thereon, enforceable by the holder thereof in 
accordance with its terms, except (A) as enforceability may be limited by 
bankruptcy, insolvency, reorganization or similar laws affecting the 
enforcement of creditors' rights generally and by equitable limitations on 
the availability of specific remedies, regardless of whether such 
enforceability is considered in a proceeding in equity or at law and (B) as 
such Receivable may be modified by the application of the Soldiers' and 
Sailors' Civil Relief Act of 1940, as amended; and all parties to such 
Receivable had full legal capacity to execute and deliver such Receivable and 
all other documents related thereto and to grant the security interest 
purported to be granted thereby;

       (e)    which is not due from the United States of America or any State or
from any agency, department, subdivision or instrumentality thereof;

       (f)    which (i) as of the related Advance Date, (A) had an original
maturity of at least 6 months but not more than 84 months, PROVIDED that, after
giving effect to the inclusion of such RECEIVABLE as an Eligible Receivable, the
Aggregate Outstanding Principal Balance of Eligible Receivables with original
maturities in excess of 72 months shall not exceed 10% of the Aggregate
Outstanding Principal Balance of all Eligible Receivables at such time, (B) had
an original Amount Financed of at least $1,000 and not more than $50,000,
(C) had an Annual Percentage Rate of at least 7.75% and not more than 27.0%, and
(D) was not more than 30 days past due; (ii) no funds have been advanced with
respect to SUCH RECEIVABLE by the Borrower, the Servicer, any Dealer, or anyone
acting on behalf of any of them in order to cause such receivable to qualify
under SUBCLAUSE (i)(D) of this CLAUSE (f); and (iii) had no provision thereof
waived, altered or modified in any respect since its origination other than any
provision requiring vendor single interest insurance and those waivers,
alterations or modifications specifically permitted pursuant to SECTION 8.2 of
this Agreement;

       (g)    with respect to which the information pertaining to such
Receivable set forth in each

<PAGE>

Schedule of Receivables submitted to the Agent and the Custodian is true and
correct in all material respects;

       (h)    with respect to which, by the related Advance Date and on each
relevant date thereafter, AFL will have caused the portions of AFL's servicing
records relating to such Receivable to be clearly and unambiguously marked to
show that such Receivable constitutes part of the Collateral and is subject to
the Lien of the Collateral Agent on behalf of the Secured Parties;

       (i)    with respect to which the Monthly Tape delivered by the Servicer
to the Backup Servicer from time to time was complete and accurate as of the
date delivered and consistent with the information set forth in the Schedule of
Receivables with respect to such Receivable;

       (j)    which constitutes chattel paper within the meaning of the UCC;

       (k)    of which there is only one original executed copy;

       (l)    with respect to each of which a Receivable File is in the
possession of the Custodian and such Receivable File contains (i) the fully
executed original of such Receivable, (ii) a certificate of insurance, an
application form for insurance signed by the related Obligor, or a signed
representation letter from the Obligor named in such Receivable pursuant to
which such Obligor has agreed to obtain physical damage insurance for the
related Financed Vehicle, or copies thereof, or a documented verbal confirmation
by an insurance agent for such Obligor of a policy number for an insurance
policy for the Financed Vehicle, (iii) the original Lien Certificate (indicating
AFL's interest as first lienholder) or application therefor or a letter from the
applicable Dealer agreeing unconditionally to repurchase the related Receivable
if the certificate of title is not received by the Servicer within 180 days
(PROVIDED that the Lien Certificate is delivered to the Custodian within 180
days), and (iv) a credit application signed by the Obligor, or a copy thereof;
each of such documents which is required to be signed by the Obligor has been
signed by the Obligor in the appropriate spaces; and all blanks on any form have
been properly filled in and each form has otherwise been correctly prepared;

       (m)    which has not been satisfied, subordinated or rescinded, and the
Financed Vehicle securing such Receivable has not been released from the Lien of
such Receivable in whole or in part;

       (n)    which was not originated in, or is subject to the laws of, any
jurisdiction the laws of which would make unlawful, void or voidable the sale,
pledge, transfer and assignment of such Receivable under this Agreement and with
respect to which AFL has not entered into any agreement with any account debtor
that prohibits, restricts or conditions the assignment of any portion of such
Receivable;

       (o)    which has not been sold, transferred, assigned or pledged by the
Borrower to any Person other than hereunder; and no Dealer has a participation
in, or other right to receive, proceeds of such Receivable and with respect to
which neither AFL nor the Borrower has taken any action to convey any right to
any Person (other than hereunder) that would result in such

<PAGE>

Person having a right to payments received under the related Insurance Policy or
the related Dealer Agreement or Dealer Assignment or to payments due under such
Receivable;

       (p)    which has created, or will create when all required procedures are
completed by the Servicer, a valid, binding and enforceable first priority
perfected security interest in the related Financed Vehicle in favor of AFL as
secured party, and such security interest is, or will be upon the completion of
all required procedures by the Servicer, prior to all other Liens upon and
security interests in such Financed Vehicle that now exist or may hereafter
arise or be created (except, as to priority, for any tax liens or mechanic's
liens that may arise after the applicable Advance Date for such Receivable);

       (q)    as to which all filings (including, without limitation, UCC
filings) required to be made by any Person and actions required to be taken or
performed by any Person in any jurisdiction to give the Collateral Agent, on
behalf of the Secured Parties, a first priority perfected Lien on such
Receivable and the proceeds thereof and the other Collateral related thereto
have been made, taken or performed;

       (r)    as to which neither AFL nor the Borrower has done anything to
convey any right to any Person that would result in such Person having a right
to payments due under such Receivable or otherwise to impair the rights of the
Collateral Agent on behalf of the Secured Parties in such Receivable or the
proceeds thereof;

       (s)    which is not assumable by another Person in a manner which would
release the Obligor thereof from such Obligor's obligations to the Borrower with
respect to such Receivable;

       (t)    which is not subject to any right of rescission, setoff,
counterclaim or defense and no such right has been asserted or threatened with
respect thereto;

       (u)    (i) if determined on any day during a Collection Period prior to
the Distribution Date occurring during such Collection Period, as of the last
day of the second preceding Collection Period, or (ii) if determined on any day
during a Collection Period after the Distribution Date occurring during such
Collection Period, as of the last day of the immediately preceding Collection
Period:  as to which there has been no default, breach, violation or event
permitting acceleration under the terms of such Receivables (other than payment
delinquencies of not more than 30 days) and no condition exists or event has
occurred and is continuing that with notice, the lapse of time or both would
constitute a default, breach, violation or event permitting acceleration under
the terms of such Receivables, and there has been no waiver of any of the
foregoing, and with respect to which the related Financed Vehicle had not been
repossessed;

       (v)    at the time of the origination of which the related Financed
Vehicle was covered by a comprehensive and collision insurance policy (i) in an
amount at least equal to the lesser of (a) its maximum insurable value and
(b) the Amount Financed, (ii) naming AFL as loss payee and (iii) insuring
against loss and damage due to fire, theft, transportation, collision and other
risks generally covered by comprehensive and collision coverage and with respect
to which the Obligor is required to maintain physical loss and damage insurance,
naming AFL and its successors and assigns as an additional insured party, and
such Receivable permits the holder

<PAGE>

thereof to obtain physical loss and damage insurance at the expense of the
Obligor if the Obligor fails to do so unless otherwise prohibited by the law of
the state in which the related contract was entered into;

       (w)    with respect to which the following is true:

              The Lien Certificate for the related Financed Vehicle shows, or,
if a new or replacement Lien Certificate is being applied for with respect to
such Financed Vehicle, the Lien Certificate will be received within 180 days of
the related Purchase Date and will show, AFL named as the original secured party
under such Receivable and, accordingly, AFL will be the holder of a first
priority security interest in such Financed Vehicle.  With respect to each
Receivable for which the Lien Certificate has not yet been returned from the
Registrar of Titles, AFL has received written evidence from the related Dealer
or the Obligor that such Lien Certificate showing AFL as first lienholder has
been applied for.  If the Receivable was originated in a state in which a filing
or recording is required of the secured party to perfect a security interest in
motor vehicles, such filings or recordings have been duly made to show AFL named
as the original secured party under the related Receivable;

       (x)    as to which no selection procedures adverse to the Investors 
have been utilized in selecting such Receivable from all other similar 
Receivables owned or originated by AFL;

       (y)    that, if determined on any day during a Collection Period prior
to the Distribution Date occurring during such Collection Period, was not a
Defaulted Receivable as of the last day of the second preceding Collection
Period, or, if determined on any day during a Collection Period after the
Distribution Date occurring during such Collection Period, was not a Defaulted
Receivable as of the last day of the immediately preceding Collection Period;

       (z)    that, if determined on any day during a Collection Period prior to
the Distribution Date occurring during such Collection Period, was not a
Delinquent Receivable as of the last day of the second preceding Collection
Period, or, if determined on any day during a Collection Period after the
Distribution Date occurring during such Collection Period, was not a Delinquent
Receivable as of the last day of the immediately preceding Collection Period;
and

       (aa)   that is not secured by vehicles which are financed repossessions.

                     For purposes of this definition, the eligibility of
       Receivables will be determined from time to time, such that a Receivable
       that was an Eligible Receivable at one time but that subsequently fails
       to meet all applicable eligibility requirements will no longer be an
       Eligible Receivable (unless and until it again meets all applicable
       eligibility requirements).

              "ELIGIBLE SERVICER" means AFL, the Backup Servicer or another
       Person which at the time of its appointment as Servicer (i) is servicing
       a portfolio of motor vehicle retail installment sales contracts and/or
       motor vehicle installment loans, (ii) is legally qualified and has the
       capacity to service the Transferred Receivables, (iii) has demonstrated
       the ability professionally and competently to service a portfolio of
       motor vehicle retail installment sales
<PAGE>

       contracts and/or motor vehicle installment loans similar to the
       Transferred Receivables with reasonable skill and care, and (iv) is
       qualified and entitled to use, pursuant to a license or other written
       agreement, and agrees to maintain the confidentiality of, the software
       which the Servicer uses in connection with performing its duties and
       responsibilities under this Agreement or otherwise has available software
       which is adequate to perform its duties and responsibilities under this
       Agreement.

              "ERISA" means the U.S. Employee Retirement Income Security Act of
       1974, as amended from time to time.

              "EUROCURRENCY LIABILITIES" has the meaning assigned to that term
       in Regulation D of the Board of Governors of the Federal Reserve System,
       as in effect from time to time.

              "EURODOLLAR ADVANCE" means any Advance (or portion thereof) that
       bears Yield computed by reference to the Eurodollar Rate.

              "EURODOLLAR RATE" means, for any Fixed Period, a rate per annum
       equal to the rate for deposits in Dollars for a term equal to such Fixed
       Period (commencing on the first day of such Fixed Period) which appears
       on Telerate Page 3750 as of 11:00 A.M. (London time) on the second
       Business Day prior to the commencement of such Fixed Period.  If such
       rate does not appear on Telerate Page 3750, a rate per annum at which
       deposits in Dollars are offered by the principal office of CSFB in
       London, England to prime banks in the London interbank market at 11:00
       A.M. (London time) two Business Days before the first day of such Fixed
       Period in an amount substantially equal to the principal amount of the
       Advance associated with such Fixed Period on such first day and for a
       period equal to such Fixed Period.

              "EURODOLLAR RATE RESERVE PERCENTAGE" of any Lender for any Fixed
       Period in respect of which Yield is computed by reference to the
       Eurodollar Rate means the reserve percentage applicable two Business Days
       before the first day of such Fixed Period under regulations issued from
       time to time by the Board of Governors of the Federal Reserve System (or
       any successor) (or if more than one such percentage shall be applicable,
       the daily average of such percentages for those days in such Fixed Period
       during which any such percentage shall be so applicable) for determining
       the maximum reserve requirement (including, without limitation, any
       emergency, supplemental or other marginal reserve requirement) for such
       Lender with respect to liabilities or assets consisting of or including
       Eurocurrency liabilities (or with respect to any other category of
       liabilities that includes deposits by reference to which the yield rate
       on Eurocurrency liabilities is determined) having a term equal to such
       Fixed Period.

              "EVENT OF BANKRUPTCY" shall be deemed to have occurred with
       respect to a Person if either:

       (a)    a case or other proceeding shall be commenced, without the
application or consent of such Person, in any court, seeking the liquidation,
reorganization, debt arrangement, dissolution, winding up, or composition or
readjustment of debts of such Person, the appointment of a trustee, receiver,
custodian, liquidator, assignee, sequestrator or the like for such Person or all
or


<PAGE>

substantially all of its assets, or any similar action with respect to such
Person under any law relating to bankruptcy, insolvency, reorganization, winding
up or composition or adjustment of debts, and such case or proceeding shall
continue undismissed, or unstayed and in effect, for a period of 60 consecutive
days; or an order for relief in respect of such Person shall be entered in an
involuntary case under the federal bankruptcy laws or other similar laws now or
hereafter in effect; or

       (b)    such Person shall commence a voluntary case or other proceeding
under any applicable bankruptcy, insolvency, reorganization, debt arrangement,
dissolution or other similar law now or hereafter in effect, or shall consent to
the appointment of or taking possession by a receiver, liquidator, assignee,
trustee, custodian, sequestrator (or other similar official) for such Person or
for any substantial part of its property, or shall make any general assignment
for the benefit of creditors, or shall fail to, or admit in writing its
inability to, pay its debts generally as they become due, or, if a corporation
or similar entity, its board of directors shall vote to implement any of the
foregoing.

              "FACE AMOUNT" means, with respect to outstanding commercial paper,
       (i) the face amount of any such commercial paper issued on a discount
       basis, and (ii) the principal amount of, plus the amount of all interest
       accrued and to accrue thereon to the stated maturity date of, any
       commercial paper issued on an interest-bearing basis.

              "FACILITY" has the meaning set forth in SECTION 2.1.


              "FACILITY LIMIT" means $150,000,000, as such amount may be 
       reduced pursuant to SECTION 2.7.  References to the unused portion of 
       the Facility Limit shall mean, at any time, the Facility Limit, as 
       then reduced pursuant to SECTION 2.7, MINUS the sum of the then 
       outstanding principal amount of Advances under this Agreement.

              "FACILITY TERMINATION DATE" means the earliest to occur of (i) the
       date of any termination of the Facility, in whole, by the Borrower
       pursuant to SECTION 2.7, (ii) the effective date on which the Facility is
       terminated pursuant to SECTION 14.2, and (iii) the Commitment Termination
       Date.

              "FACILITY TERMINATION EVENT" means any of the events described in
       SECTION 14.1.

              "FEDERAL FUNDS RATE" means, for any period, a fluctuating rate per
       annum equal for each day during such period to the weighted average of
       the rates on overnight federal funds transactions with members of the
       Federal Reserve System arranged by federal funds brokers, as published
       for such day (or, if such day is not a Business Day, for the next
       preceding Business Day) by the Federal Reserve Bank of New York, or, if
       such rate is not so published for any day which is a Business Day, the
       average of the quotations for such day on such transactions received by
       the Agent from three federal funds brokers of recognized standing
       selected by it.


<PAGE>

              "FEE LETTER" has the meaning set forth in SECTION 3.4.

              "FEES" means all fees and other amounts payable to the Agent, on
       behalf of itself, the Lenders and the Liquidity Providers, pursuant to
       the Fee Letter.

              "FINANCED VEHICLE" means any automobile, light duty truck, van,
       minivan or sport utility vehicle, together with all accessories,
       additions and parts constituting a part thereof and all accessions
       thereto.

              "FIXED PERIOD" means with respect to any Advance (or portion
       thereof):

       (a)    the period commencing on the date of the initial funding of such
Advance (or such portion) and ending such number of days (not to exceed 90 days)
thereafter as the Agent shall select, after consultation to the extent
practicable with the Borrower; and

       (b)    thereafter, each period commencing on the last day of the
immediately preceding Fixed Period for such Advance (or such portion) and ending
such number of days (not to exceed 90 days) thereafter as the Agent shall then
select, after consultation to the extent practicable with the Borrower;

       PROVIDED, HOWEVER, that:

       (i)    any Fixed Period in respect of which Yield is computed by
reference to the Bank Rate shall be a period of from one to and including 29
days (if reasonably available to the Agent), or a period of one, two or three
months, as the Borrower may select, as herein provided;

       (ii)   any such Fixed Period (other than a Fixed Period consisting of one
day) that would otherwise end on a day that is not a Business Day shall be
extended to the next succeeding Business Day (unless the related Advance shall
be accruing Yield at a rate determined by reference to the Eurodollar Rate, in
which case if such succeeding Business Day is in a different calendar month,
such Fixed Period shall instead be shortened to the next preceding Business
Day);

       (iii)  in the case of Fixed Periods of one day, (A) the initial Fixed
Period shall be the day of the initial funding of such Advance, and (B) any
subsequently occurring Fixed Period that is one day shall, if the immediately
preceding Fixed Period is more than one day, be the last day of such immediately
preceding Fixed Period, and if the immediately preceding Fixed Period is one
day, shall be the next day following such immediately preceding Fixed Period;
and

       (iv)   if any Fixed Period for any Advance that commences before the
Facility Termination Date would otherwise end on a date occurring after the
Facility Termination Date, such Fixed Period shall end on the Facility
Termination Date and the duration of each such Fixed Period that commences on or
after the Facility Termination Date, IF ANY, shall be of such duration as shall
be selected by the Agent.

              "FORCE-PLACED INSURANCE" has the meaning set forth in
       SECTION 8.4(b).

<PAGE>

              "GAAP" means generally accepted accounting principles set forth in
       the opinions and pronouncements of the Accounting Principles Board of the
       American Institute of Certified Public Accountants and statements and
       pronouncements of the Financial Accounting Standards Board or in such
       other statements by such other entity as may be approved by a significant
       segment of the accounting profession, which are applicable to the
       circumstances as of any date of determination.

              "INDEBTEDNESS" of any Person means, without duplication:

       (a)    all obligations of such Person for borrowed money and all
obligations of such Person evidenced by bonds, debentures, notes or other
similar instruments;

       (b)    all obligations, contingent or otherwise, relative to the face
amount of all letters of credit, whether or not drawn, and banker's acceptances
issued for the account of such Person;

       (c)    all obligations of such Person as lessee under leases that have
been or should be, in accordance with GAAP, recorded as capitalized lease
liabilities;

       (d)    all other items that, in accordance with GAAP, would be included
as liabilities on the liability side of the balance sheet of such Person as of
the date at which Indebtedness is to be determined;

       (e)    whether or not so included as liabilities in accordance with GAAP,
all obligations of such Person to pay the deferred purchase price of property or
services, and indebtedness (excluding prepaid interest thereon) secured by a
lien on property owned or being purchased by such Person (including indebtedness
arising under conditional sales or other title retention agreements), whether or
not such indebtedness shall have been assumed by such Person or is limited in
recourse; and

       (f)    all Contingent Liabilities of such Person in respect of any of the
foregoing.

              "INDEMNIFIED AMOUNTS" has the meaning set forth in SECTION 17.1.

              "INDEMNIFIED PARTY" has the meaning set forth in SECTION 17.1.

              "INDEPENDENT ACCOUNTANTS" has the meaning set forth in SECTION
       8.11(a).

              "INSURANCE ADD-ON AMOUNT" means the premium charged to the Obligor
       if the Servicer obtains Force-Placed Insurance pursuant to SECTION 8.4.

              "INSURANCE POLICIES" means, with respect to a Receivable, any
       insurance policy (including the insurance policies described in
       subsection (v) of the definition of "ELIGIBLE RECEIVABLE") benefiting the
       holder of the Receivable providing loss or physical damage, credit life,
       credit disability, theft, mechanical breakdown or similar coverage with
       respect to the Financed Vehicle or the Obligor.


<PAGE>

              "INTEREST RATE HEDGE" means any interest rate cap or other hedging
       mechanism which satisfies the requirements of SECTION 11.6.

              "INTEREST RATE HEDGE ASSIGNMENT ACKNOWLEDGMENT" means an
       acknowledgment in substantially the form of EXHIBIT C hereto executed by
       a counterparty to an Interest Rate Hedge (if other than CSFB) in favor of
       the Agent and the Collateral Agent.

              "INTERIM DISTRIBUTION DATE" means any Settlement Date, other than
       a Distribution Date, on which the Collateral Agent shall pay principal,
       Yield and certain other amounts in accordance with this Agreement and the
       Collateral Agent Agreement.

              "INVESTOR" means (i) all Lenders, (ii) all other owners by
       assignment or participation of an Advance and, to the extent of the
       undivided interests so purchased, shall include any Participants and
       (iii) all holders of the Note.

              "JOINDER SUPPLEMENT" means an agreement among the Noncommitted
       Lender, the Borrower, AFL and the Agent in the form of EXHIBIT F hereto.

              "LENDERS" has the meaning set forth in the PREAMBLE.

              "LEVEL I TRIGGER EVENT" means, as of any date, the existence of a
       Portfolio Trigger Event on such date.  A "Level I Trigger Event" shall be
       deemed to exist so long as the underlying Portfolio Trigger Event is not
       cured (including cure by an amendment to the terms of the relevant
       Portfolio Trigger Event) or waived in accordance with the related
       transaction documents.

              "LEVEL II TRIGGER EVENT" means, as of any date, the existence of a
       Portfolio Default on such date.  A "Level II Trigger Event" shall be
       deemed to exist so long as the underlying Portfolio Default is not cured
       (including cure by an amendment to the terms of the relevant Portfolio
       Default) or waived in accordance with the related transaction documents.

              "LEVEL III TRIGGER EVENT" means, on any date, that the Servicer
       Delinquency Ratio exceeds 5% on such date and a Level IV Trigger Event is
       not in effect on such date.

              "LEVEL IV TRIGGER EVENT" means, on any date, that the Servicer
       Delinquency Ratio exceeds 6% on such date.

              "LEVEL V TRIGGER EVENT" means, on any date, that the Portfolio Net
       Loss Ratio exceeds 5% on such date and a Level VI Trigger Event is not in
       effect on such date.

              "LEVEL VI TRIGGER EVENT" means, on any date, that the Portfolio
       Net Loss Ratio exceeds 5.5% on such date.

              "LIEN" means any security interest, lien, charge, pledge,
       preference, equity or encumbrance of any kind, including tax liens,
       mechanics' liens and any liens that attach by operation of law.


<PAGE>

              "LIEN CERTIFICATE" means, with respect to a Financed Vehicle, an
       original certificate of title, certificate of lien or other notification
       issued by the Registrar of Titles of the applicable state to a secured
       party which indicates that the lien of the secured party on the Financed
       Vehicle is recorded on the original certificate of title.  In any
       jurisdiction in which the original certificate of title is required to be
       given to the Obligor, the term "Lien Certificate" shall mean only a
       certificate or notification issued to a secured party.

              "LIQUIDATED RECEIVABLE" means a Defaulted Receivable as to which
       (i) 91 days have elapsed since the date the Servicer repossessed the
       Financed Vehicle (following the expiration of any applicable redemption
       period), (ii) the Servicer has charged-off such Receivable in accordance
       with its standard policies or otherwise has determined in good faith that
       all amounts it expects to recover have been received or (iii) all or any
       portion in excess of $10 of a Scheduled Payment shall have become more
       than 180 days delinquent.

              "LIQUIDITY PROVIDER" means each Person who provides liquidity,
       credit enhancement or a "back-stop" purchase facility to the Noncommitted
       Lender under a Noncommitted Lender Liquidity Arrangement.

              "LOCKBOX ACCOUNT" has the meaning given such term in SECTION
       8.2(e).

              "LOCKBOX AGREEMENT" means the Agency Agreement, dated as of
       November 13, 1992 by and among Harris Trust and Savings Bank, AFL,
       Shawmut Bank, N.A., as Trustee, Saturn Financial Services, Inc. and the
       Program Parties (as defined therein), taken together with the Retail
       Lockbox Agreement, dated as of November 13, 1992, among such parties, and
       the Counterpart to Agency Agreement and Retail Lockbox Agreement, dated
       as of the date hereof, among Harris Trust and Savings Bank, AFL, the
       Borrower and the Collateral Agent, as such agreements may be amended from
       time to time, unless the Collateral Agent shall cease to be a Program
       Party thereunder, or such agreement shall be terminated in accordance
       with its terms, in which event "Lockbox Agreement" shall mean such other
       agreement, in form and substance acceptable to the Agent, among the
       Servicer, the Borrower, the Collateral Agent and the Lockbox Bank.

              "LOCKBOX BANK" means Harris Trust and Savings Bank or any other
       depository institution named by the Servicer and acceptable to the Agent.

              "MARKET RATE SERVICING FEE RATE" has the meaning specified in
       SECTION 13.3(c).

              "MAXIMUM INTEREST RATE CAP STRIKE PRICE" means 6.5% per annum.

              "MINIMUM RESERVE ACCOUNT AMOUNT" means, on any date, the greater
       of (a) $200,000 and (b) the product of 2.0% and the sum of (i) the
       aggregate unpaid principal amount of all Advances on such date PLUS (ii)
       the Required Holdback in effect on such date.

              "MONTHLY EXCESS SPREAD PERCENTAGE" means, as of the last day of
       any Collection Period, (i) the weighted average APR with respect to all
       Eligible Receivables in the Total


<PAGE>

       Receivables Pool for such Collection Period MINUS (ii) the ratio
       (expressed as a percentage) of (A) 12 times the sum of (I) the aggregate
       amount of Yield, Fees (to the extent such Fees accrued during any period
       during such Collection Period while any Advance was outstanding),
       Custodian Fees, Servicer Fees, Collateral Agent Fees and Backup Servicer
       Fees incurred by the Borrower under the Transaction Documents during such
       Collection Period and (II) the aggregate principal amount of Receivables
       in the Total Receivables Pool which became Liquidated Receivables during
       such Collection Period (net of any Recoveries) to (B) the average
       Aggregate Outstanding Principal balance of all Receivables in the Total
       Receivables Pool during such Collection Period.

              "MONTHLY RECORDS" means all records and data maintained by the
       Servicer with respect to the Transferred Receivables, including the
       following with respect to each Transferred Receivable:  the account
       number; the originating Dealer; Obligor name; Obligor address; Obligor
       home phone number; Obligor business phone number; original Principal
       Balance; original term; Annual Percentage Rate; current Principal
       Balance; origination date; first payment date; next payment due date;
       date of most recent payment; new/used classification; collateral
       description; days currently delinquent; number of contract extensions
       (months) to date; amount of Scheduled Payment; and, once available,
       current remaining term and current Insurance Policy expiration date and
       past due late charges.

              "MONTHLY TAPE" means the computer tape or listing generated on
       behalf of the Borrower which contains the information set forth in the
       definition of "Monthly Records" above and in a format acceptable to the
       Backup Servicer.

              "MOODY'S" means Moody's Investors Service, Inc.

              "NET YIELD" means, as of the last day of any Collection Period,
       the average of the Monthly Excess Spread Percentages as of the last day
       of such Collection Period and as of the last day of the two immediately
       preceding Collection Periods.

              "NONCOMMITTED LENDER" means the Structured Lender which shall
       become a party hereto pursuant to a Joinder Supplement duly executed by
       all parties thereto on or prior to the Closing Date.

              "NONCOMMITTED LENDER LIQUIDITY ARRANGEMENT" means each liquidity,
       credit enhancement or "back-stop" purchase or loan facility for the
       Noncommitted Lender relating to this Agreement.

              "NORWEST" has the meaning set forth in the PREAMBLE.

              "NORWEST FEE LETTER" means (a) that certain letter agreement,
       dated as of the date hereof, among Norwest, AFL and the Borrower, and
       consented to by the Agent, as the same may be amended, supplemented or
       otherwise modified by the parties thereto with the consent of the Agent
       and (b) any letter agreement(s) entered into by AFL and the Borrower,
       with the consent of the Agent, with a substitute Backup Servicer and/or
       Collateral Agent in replacement of the letter agreement referred to in
       clause (a) above relating to fees payable to such substitute Backup
       Servicer and/or Collateral Agent.


<PAGE>

              "NOTE" means the promissory grid note, in the form of EXHIBIT B,
       made payable to the order of the Agent, on behalf of the Investors.

              "NOTE REGISTER" has the meaning set forth in SECTION 16.5(a).

              "NOTE REGISTRAR" has the meaning set forth in SECTION 16.5(a).

              "OBLIGATIONS" means all obligations (monetary or otherwise) of the
       Borrower to the Lenders, the Collateral Agent, the Agent or any other
       Affected Person arising under or in connection with this Agreement, the
       Note and each other Transaction Document.

              "OBLIGOR" means a Person obligated to make payments with respect
       to a Transferred Receivable.

              "OFFICER'S CERTIFICATE" means, with respect to any Person which is
       not an individual, a certificate signed by the President, the Chief
       Financial Officer, the Treasurer, any Assistant Treasurer or any Vice
       President of such Person.

              "OFFICIAL BODY" means any government or political subdivision or
       any agency, authority, regulatory body, bureau, central bank, commission,
       department or instrumentality of any such government or political
       subdivision, or any court, tribunal, grand jury or arbitrator, in each
       case whether foreign or domestic.

              "OPINION OF COUNSEL" means a written opinion of counsel reasonably
       acceptable to the Agent which, unless otherwise provided herein, may be
       an employee of the Person delivering such opinion.

              "OTHER CONVEYED PROPERTY" has the meaning set forth in the
       Purchase Agreement.

              "PARTICIPANT" has the meaning set forth in SECTION 16.9.

              "PERMITTED INVESTMENT" means any one or more of the following
       types of investments:

       (a)    (i) direct interest-bearing obligations of, and interest-bearing
obligations guaranteed as to timely payment of principal and interest by, the
United States or any agency or instrumentality of the United States, the
obligations of which are backed by the full faith and credit of the United
States; and (ii) direct interest bearing obligations of, and interest-bearing
obligations guaranteed as to timely payment of principal and interest by, the
Federal National Mortgage Association or the Federal Home Loan Mortgage
Corporation, but only if, at the time of investment, such obligations are
assigned the highest credit rating by each Rating Agency;

       (b)    demand or time deposits in, certificates of deposit of, or
bankers' acceptances issued by any depository institution or trust company
organized under the laws of the United States or any State thereof (including
any federal or state branch or agency of a foreign depository institution or
trust company) and subject to supervision and examination by federal and/or
state


<PAGE>

banking authorities (including, if applicable, the Collateral Agent or any agent
thereof acting in its commercial capacity); PROVIDED that the short-term
unsecured debt obligations of such depository institution or trust company at
the time of such investment, or contractual commitment providing for such
investment, are assigned the highest credit rating by each Rating Agency;

       (c)    repurchase obligations pursuant to a written agreement (i) with
respect to any obligation described in clause (a) above, where the Collateral
Agent has taken actual or constructive delivery of such obligation, and (ii)
entered into with (x) CSFB or (y) the corporate trust department of a depository
institution or trust company organized under the laws of the United States or
any State thereof, the deposits of which are insured by the Federal Deposit
Insurance Corporation and the short-term unsecured debt obligations of which are
rated "A-1+" by Standard & Poor's and "P-1" by Moody's (including, if
applicable, the Collateral Agent or any agent thereof acting in its commercial
capacity);

       (d)    securities bearing interest or sold at a discount issued by any
corporation incorporated under the laws of the United States or any State whose
long-term unsecured debt obligations are assigned the highest credit rating by
each Rating Agency at the time of such investment or contractual commitment
providing for such investment; PROVIDED, HOWEVER, that securities issued by any
particular corporation will not be Permitted Investments to the extent that an
investment therein will cause the then outstanding principal amount of
securities issued by such corporation and held in the Collection Account and the
Reserve Account to exceed 10% of the value of Permitted Investments held in such
accounts (with Permitted Investments held in such accounts valued at par);

       (e)    commercial paper that (i) is payable in United States dollars and
(ii) is rated in the highest credit rating category by each Rating Agency;

       (f)    units of money market funds rated in the highest credit rating
category by each Rating Agency; or

       (g)    any other demand or time deposit, obligation, security or
investment (including, without limitation, a hedging arrangement) as may be
acceptable to the Agent, as evidenced by a writing to that effect, as may from
time to time be confirmed in writing to the Collateral Agent by the Agent.

       Permitted Investments may be purchased by or through the Collateral Agent
       or any of its Affiliates.  All Permitted Investments shall be held in the
       name of the Collateral Agent.

              "PERSON" means an individual, partnership, corporation (including
       a business trust), joint stock company, trust, unincorporated
       association, joint venture, government or any agency or political
       subdivision thereof or any other entity.

              "PORTFOLIO DEFAULT" means the occurrence, with respect to
       securities issued on or after  June 1, 1998 which are backed by
       automobile installment sales contracts ("receivables") and with respect
       to which AFL or any Affiliate of AFL is the servicer, of an "event of
       default" or


<PAGE>

       similar event under any applicable enhancement or insurance agreement or
       an "amortization event", "pay-out event" or similar event under any
       applicable sale and servicing agreement or indenture which event has the
       potential consequence, INTER ALIA, under the related agreements of
       requiring the acceleration or early amortization of the related
       securities or permitting the realization upon the receivables and/or
       other collateral.

              "PORTFOLIO NET LOSSES" means with respect to any Collection
       Period, the aggregate amount of gross charge-offs of Receivables in the
       Servicing Portfolio during such Collection Period net of all Recoveries
       with respect to any such Receivables (including post-disposition amounts
       received on previously charged-off Receivables), calculated in a manner
       consistent with the calculations of net losses in AFL's Annual Report on
       Form 10-K for the year ended December 31, 1997.

              "PORTFOLIO NET LOSS RATIO" means, as of any date, a fraction,
       expressed as a percentage, the numerator of which equals the product of
       2.0 times the Portfolio Net Losses for the six (6) preceding Collection
       Periods (excluding the June 1998 Collection Period) and the denominator
       of which equals the Average Servicing Portfolio as of such date.  The
       Portfolio Net Loss Ratio shall be determined on each Determination Date
       and shall remain in effect until recalculated on the next succeeding
       Determination Date.

              "PORTFOLIO TRIGGER EVENT" means the occurrence of a "trigger
       event" or any other event however denominated, with respect to securities
       issued on or after June 1, 1998 which are backed by automobile
       installment sales contracts ("receivables") and with respect to which AFL
       or any Affiliate of AFL is the servicer, which event is based on the
       performance of such receivables and has the potential consequence under
       the related agreements of causing the amount required to be retained in
       any related spread or reserve account or the level of any other
       enhancement to be increased.

              "PRE-COMPUTED RECEIVABLE" means any Receivable under which the
       portion of a payment allocable to earned interest (which may be referred
       to in the related Receivable as an add-on finance charge) and the portion
       allocable to the Amount Financed is determined according to the sum of
       periodic balances or the sum of monthly balances or any equivalent method
       or are monthly actuarial receivables.

              "PRINCIPAL BALANCE" means, with respect to any Receivable, as of
       any date, the Amount Financed MINUS (i) that portion of all amounts
       received by the Servicer with respect to such Receivable on or prior to
       such date and allocable to principal in accordance with the terms of such
       Receivable, and (ii) any Cram Down Loss in respect of such Receivable.

              "PURCHASE AMOUNT" means, with respect to a Receivable purchased by
       the Servicer pursuant to SECTION 8.4 or 8.7, the Principal Balance of
       such Receivable and all accrued and unpaid interest on such Receivable as
       of the date of such purchase.

              "PURCHASE AGREEMENT" means the Receivables Purchase Agreement and
       Assignment dated as of the date hereof by and between the Borrower and
       AFL, including all permitted amendments, modifications and supplements
       thereto.


<PAGE>

              "PURCHASE DATE" has the meaning assigned to the term "Transfer
       Date" in the Purchase Agreement.

              "RATING AGENCIES" means Standard & Poor's and Moody's.

              "RECEIVABLE" means any right to payment from a Person, and
       includes without limitation the right to payment of any interest or
       finance charges and other obligations of such Person with respect
       thereto.

              "RECEIVABLE FILE" means, with respect to each Receivable in the
       Total Receivables Pool, the documents, electronic entries, instruments
       and writings set forth in paragraph (l) of the definition of "Eligible
       Receivable" herein.

              "RECORD DATE" means, with respect to any Determination Date or
       Distribution Date, the last day of the immediately preceding calendar
       month.

              "RECOVERIES" means, with respect to any Liquidated Receivable,
       monies collected in respect thereof, from whatever source, during any
       Collection Period, net of the sum of any reasonable expenses incurred by
       the Servicer in connection with the collection, repossession and
       disposition of the related Financed Vehicle and any amounts required by
       law to be remitted to the Obligor; PROVIDED that Recoveries with respect
       to any Liquidated Receivable shall in no event be less than zero.

              "REGISTRAR OF TITLES" means, with respect to any state, the
       governmental agency or body responsible for the registration of, and the
       issuance of certificates of title relating to, motor vehicles and liens
       thereon.

              "REPLACEMENT PERSON" has the meaning set forth in SECTION 6.4.

              "REQUIRED HOLDBACK" means, as of any date, the sum of (i) the
       greater of (a) the product of (1)  the Required Percentage and (2) the
       Aggregate Outstanding Principal Balance of Eligible Receivables in the
       Total Receivables Pool on such date and (b)$1,000,000, PROVIDED that the
       amount set forth in this clause (b) shall be deemed to be zero during
       (x) any period that no Advances are outstanding and (y) the two Business
       Day period following the date of the making of each Advance; PLUS (ii)
       the Deficiency Amount for such date.

              "REQUIRED LENDERS" means, at any time, (a) the Noncommitted Lender
       to the extent (i) such time is during any period that no Advances are
       outstanding hereunder or (ii) all or any portion of the Advances are
       owing to it at such time, and (b) Banks having Commitments aggregating at
       least 66% of the aggregate Commitments of all Banks.

              "REQUIRED PERCENTAGE" means 8% or such lower percentage (but in no
       event less than 6%) as may be agreed to by S&P and Moody's to rate this
       Agreement and the Advances hereunder "A/A2".


<PAGE>

              "REQUIRED RESERVE ACCOUNT AMOUNT" means, on any date, the greater
       of (a) $200,000 and (b) the product of the Stated Percentage in effect on
       such date and the sum of (i) the aggregate unpaid principal amount of all
       Advances on such date PLUS (ii) the Required Holdback in effect on such
       date.

              "RESERVE ACCOUNT" means the account designated as the Reserve
       Account in, and which is established and maintained pursuant to, SECTION
       8.17(b).

              "RESERVE ACCOUNT SHORTFALL" means, as of any date, an amount (if
       positive) equal to the Required Reserve Account Amount on such date MINUS
       the amount on deposit in the Reserve Account on such date.

              "RESPONSIBLE OFFICER" means, with respect to any Person that is
       not an individual, the President, any Vice-President or Assistant
       Vice-President, Corporate Trust Officer, the Treasurer or Assistant
       Treasurer, or the Controller or Assistant Controller or Warehouse Manager
       of such Person, or any other officer or employee having similar
       functions.

              "SCHEDULE OF RECEIVABLES" means the Schedule of Receivables in the
       form prescribed by the Purchase Agreement in Schedule A thereto, as
       supplemented from time to time in connection with the transfer of
       Receivables by AFL to the Borrower.

              "SCHEDULED PAYMENT" means, with respect to any Receivable, the
       periodic payment set forth in such Receivable (excluding, however, any
       portion of such payment that represents late payment charges and payments
       in respect of taxes, licenses or similar items).

              "SECURED PARTIES" means, collectively, the Collateral Agent, the
       Agent, each Lender, each other Affected Person and their respective
       successors and assigns.

              "SERVICER" means AFL or, as applicable, any successor servicer
       appointed pursuant to SECTION 13.3.

              "SERVICER DELINQUENCY RATIO" means, as of the last day of a
       Collection Period, the ratio, expressed as a percentage, computed by
       dividing (i) the Aggregate Outstanding Principal Balance on such date of
       all Receivables in the Servicing Portfolio that are Delinquent
       Receivables or Defaulted Receivables by (ii) the Aggregate Outstanding
       Principal Balance of all Receivables in the Servicing Portfolio on the
       last day of such Collection Period.

              "SERVICER EXTENSION NOTICE" has the meaning set forth in SECTION
       8.14.

              "SERVICER TERMINATION EVENT" has the meaning set forth in SECTION
       13.1.

              "SERVICER'S CERTIFICATE" means, with respect to each Determination
       Date, a certificate, completed by and executed on behalf of the Servicer,
       in accordance with SECTION 8.9, substantially in the form attached hereto
       as EXHIBIT E.

              "SERVICING FEE" means, as of any Distribution Date, an amount
       equal to the product of


<PAGE>

       (i) 1/12 of the Servicing Fee Rate and (ii) the average Aggregate
       Outstanding Principal Balance of Receivables in the Total Receivables
       Pool for each day during the Collection Period immediately preceding such
       Distribution Date.

              "SERVICING FEE RATE" means 1.25% or, following the appointment of
       the Backup Servicer hereunder pursuant to SECTION 13.3 hereof, as
       provided in SECTION 13.3(c).

              "SERVICING PORTFOLIO" means as of any date, the Aggregate
       Outstanding Principal Balance of all Receivables (whether or not
       thereafter sold or disposed of) which are serviced by the Servicer or any
       of its Affiliates at such time, calculated in a manner consistent with
       the calculation of the components of Average Servicing Portfolio in the
       Servicer's most recent Annual Report on Form 10-K to the extent such
       calculation is consistent with the calculation of the components of
       Average Servicing Portfolio in AFL's most recent Annual Report on
       Form 10-K.

              "SERVICING PROCEDURES MANUAL" means the collections procedures
       manual used by AFL in the servicing of Receivables, as amended from time
       to time.

              "SETTLEMENT DATE" means, with respect to any Advance, (a) each
       Distribution Date, (b) at the option of the Agent or the Borrower, the
       last day of the current Fixed Period of such Advance or (c) the date on
       which the Borrower shall prepay such Advance pursuant to SECTION 4.1
       hereof.

              "SIMPLE INTEREST METHOD" means the method of allocating a fixed
       level payment on an obligation between principal and interest, pursuant
       to which the portion of such payment that is allocated to interest is
       equal to the product of the fixed rate of interest on such obligation
       multiplied by the period of time (expressed as a fraction of a year,
       based on the actual number of days in the calendar month and 365 days in
       the calendar year) elapsed since the preceding payment under the
       obligation was made.

              "SIMPLE INTEREST RECEIVABLE" means a Receivable under which the
       portion of the payment allocable to interest and the portion allocable to
       principal is determined in accordance with the Simple Interest Method.

              "STANDARD & POOR'S" OR "S&P" means Standard & Poor's Ratings
       Services, a division of The McGraw-Hill Companies, Inc.

              "STATED PERCENTAGE" means, on any date, the sum of (a) 4% PLUS (b)
       the LESSER of (x) 6% and (y) the aggregate of each Percentage Add-On in
       effect on such date as computed below:

       If on such date (i) a Level I Trigger Event exists, the Percentage Add-On
related thereto shall be 2%; (ii) a Level II Trigger Event exists, the
Percentage Add-On related thereto shall be 6%; (iii) a Level III Trigger Event
exists, the Percentage Add-On related thereto shall be 2%; (iv) a Level IV
Trigger Event exits, the Percentage Add-On related thereto shall be 6%; (v) a
Level V Trigger Event exists, the Percentage Add-On related thereto shall be 2%;
and (vi) a Level VI Trigger Event exists, the Percentage Add-On related thereto
shall be 6%.


<PAGE>

              "STRUCTURED LENDER" shall mean any Person whose principal business
       consists of issuing commercial paper, medium term notes or other
       securities to fund its acquisition and maintenance of receivables,
       accounts, instruments, chattel paper, general intangibles and other
       similar assets or interests therein and which is required by any
       nationally recognized rating agency which is rating such securities to
       obtain from its principal debtors an agreement such as that set forth in
       SECTION 8.12(a) of this Agreement in order to maintain such rating.

              "SUBSIDIARY" means, with respect to any Person, a corporation of
       which such Person and/or its other Subsidiaries own, directly or
       indirectly, such number of outstanding shares as have more than 50% of
       the ordinary voting power for the election of directors.

              "TAKE-OUT SECURITIZATION" means (a) a financing transaction of any
       sort undertaken by the Borrower or any Affiliate of the Borrower secured,
       directly or indirectly, by any Transferred Receivables or (b) any other
       asset securitization, secured loans or similar transactions involving any
       Transferred Receivables or any beneficial interest therein.

              "TANGIBLE NET WORTH" means, with respect to the Borrower, the net
       worth of the Borrower calculated in accordance with GAAP after
       subtracting therefrom the aggregate amount of the Borrower's intangible
       assets, including, without limitation, goodwill, franchises, licenses,
       patents, trademarks, tradenames, copyrights and service marks.

              "TAXES" has the meaning set forth in SECTION 5.1(b).

              "TOTAL EXPENSE PERCENTAGE" means, as of any date, the sum of
       (a) the Servicing Fee Rate PLUS (b) the Custodial Fee Rate PLUS (c) the
       Backup Servicing Fee Rate PLUS (d) the Collateral Agent Fee Rate.

              "TOTAL RECEIVABLES POOL" means all Receivables owned by the
       Borrower.

              "TRANSACTION DOCUMENTS" means this Agreement, the Note, the Fee
       Letter, the Custodial Agreement, the Purchase Agreement, the Lockbox
       Agreement, the Collateral Agent Agreement, each Interest Rate Hedge, and
       the other documents to be executed and delivered in connection with this
       Agreement.

              "TRANSFERRED RECEIVABLE" means each Receivable which appears on
       any Schedule of Receivables at any time hereafter submitted to and
       accepted by the Borrower pursuant to Section 2.2 of the Purchase
       Agreement, whether purchased by the Borrower or contributed to the
       capital of the Borrower.  Once a Receivable appears on any such Schedule
       of Receivables it shall remain a Transferred Receivable; PROVIDED,
       HOWEVER, that with respect to any Receivable that is purchased or
       repurchased by AFL or the Servicer, following the Borrower's receipt of
       the purchase price for such Receivable, "TRANSFERRED RECEIVABLE" shall
       not include the Receivable so purchased or repurchased.

              "TRANSFER REQUEST" has the meaning set forth in SECTION 9.5(a).


<PAGE>

              "TRANSITION COSTS" means any documented expenses and allocated
       cost of personnel reasonably incurred by the Backup Servicer in
       connection with a transfer of servicing from the Servicer to the Backup
       Servicer as the successor Servicer in an amount not to exceed $100,000.

              "UCC" means the Uniform Commercial Code as from time to time in
       effect in the applicable jurisdiction or jurisdictions.

              "UNMATURED FACILITY TERMINATION EVENT" means any event that, if it
       continues uncured, will, with lapse of time or notice or lapse of time
       and notice, constitute a Facility Termination Event.

              "WARRANTY RECEIVABLE" means, with respect to any Collection
       Period, a Receivable that the Servicer has become obligated to repurchase
       pursuant to SECTION 8.7.

              "WRITTEN" or "IN WRITING" (and other variations thereof) means any
       form of written communication or a communication by means of telex,
       telecopier device, telegraph or cable.

              "YEAR 2000  COMPLIANT" means, with regard to any Person, that all
       software, embedded microchips, and other processing capabilities utilized
       by, and material to the business or servicing operations or financial
       condition of such Person, are able to interpret and manipulate data
       involving all calendar dates correctly and without causing any abnormal
       ending scenario, including dates in and after the year 2000.

              "YIELD" means, with respect to any period, the sum of the
       following:

       (i)    without duplication of the amount set forth in the immediately
following clause (ii), the sum of the daily interest accrued on the commercial
paper issued to fund or maintain any Advance outstanding on each day during such
period equal, for any such day, to the product of (x) the outstanding principal
amount of such commercial paper on such day, (y) the Commercial Paper Rate and
(z) 1/360, PLUS

       (ii)   if any commercial paper has been issued during such period to fund
the interest component on any other commercial paper maturing on a date other
than a Settlement Date, the sum of the daily interest accrued on such additional
commercial paper outstanding on each day during such period equal, for any such
day, to the product of (x) the outstanding principal amount of such additional
commercial paper on such day, (y) the Commercial Paper Rate and (z) 1/360, PLUS

       (iii)  the sum of the daily interest accrued on Advances funded or
maintained other than through the issuance of commercial paper on each day
during such period equal, for any such day, to the product of (x) the
outstanding principal amount of such Advances on such day, (y) the Bank Rate and
(z) the applicable computation period determined in accordance with SECTION 3.5
of this Agreement, MINUS

       (iv)   the amount of Yield paid on all Interim Distribution Dates during
such period.


<PAGE>

       Notwithstanding clauses (i), (ii) and (iii) above, after the date any
       principal amount of any Advance is due and payable (whether on the
       Facility Termination Date, upon acceleration or otherwise) or after any
       other monetary obligation of the Borrower or the Servicer arising under
       this Agreement shall become due and payable, the Borrower or the
       Servicer, as the case may be, shall pay (to the extent permitted by law,
       if in respect of any unpaid amounts representing Yield) Yield (after as
       well as before judgment) on such amounts, payable on demand, at a rate
       PER ANNUM equal to the Default Rate.

              SECTION 1.2  OTHER DEFINITIONAL PROVISIONS.

              (a)    Unless otherwise specified therein, all terms defined in
       this Agreement have the meanings as so defined herein when used in the
       Note or any other Transaction Document, certificate, report or other
       document made or delivered pursuant hereto.

              (b)    Each term defined in the singular form in SECTION 1.1 or
       elsewhere in this Agreement shall mean the plural thereof when the plural
       form of such term is used in this Agreement, the Note or any other
       Transaction Document, certificate, report or other document made or
       delivered pursuant hereto, and each term defined in the plural form in
       SECTION 1.1 shall mean the singular thereof when the singular form of
       such term is used herein or therein.

              (c)    The words "hereof," "herein," "hereunder" and similar terms
       when used in this Agreement shall refer to this agreement as a whole and
       not to any particular provision of this Agreement, and article, section,
       subsection, schedule and exhibit references herein are references to
       articles, sections, subsections, schedules and exhibits to this Agreement
       unless otherwise specified.

                                     ARTICLE II

                     THE FACILITY, ADVANCE PROCEDURES AND NOTE

              SECTION 2.1  FACILITY.  On the terms and subject to the conditions
       set forth in this Agreement, the Noncommitted Lender may, in its sole
       discretion, make Advances to the Borrower on a revolving basis from time
       to time during the period commencing on the Effective Date and ending on
       the Facility Termination Date and, if the Noncommitted Lender elects not
       to, each of the  Banks shall make Advances to the Borrower (to the extent
       of the unutilized Commitment of each Bank and PRO RATA among the Banks in
       accordance with their respective Commitment Percentages) on a revolving
       basis from time to time during the period commencing on the Effective
       Date and ending on the Commitment Termination Date, in each case in such
       amounts as may be from time to time requested by the Borrower pursuant to
       SECTION 2.2 (the "FACILITY"); PROVIDED, HOWEVER, that the aggregate
       principal amount of all Advances from time to time outstanding hereunder
       shall not exceed the lesser of (a) the Facility Limit and (b) the
       Borrowing Base.  Within the limits of the Facility, the Borrower may
       borrow, prepay and reborrow under this SECTION 2.1.  Under no
       circumstances shall any Lender make any such Advance if after giving
       effect thereto the aggregate outstanding principal balance of all
       Advances would exceed the Facility Limit.


<PAGE>

              SECTION 2.2  ADVANCE PROCEDURES.  The Borrower may request an
       Advance hereunder by giving notice to the Agent and the Collateral Agent
       of a proposed Advance not later than 1:00 P.M., New York time, one
       Business Day prior to the proposed date of such Advance.  Each such
       notice (herein called an "ADVANCE REQUEST") shall be in the form of
       EXHIBIT A and shall include the date and amount of such proposed Advance,
       the desired duration of the Fixed Period for such Advance and the
       supplement to the Schedule of Receivables setting forth the information
       required therein with respect to the Receivables to be acquired by the
       Borrower with the proceeds of the proposed Advance.  Any Advance Request
       given by the Borrower pursuant to this SECTION 2.2 shall be irrevocable
       and binding on the Borrower.

              SECTION 2.3  FUNDING.  Subject to the satisfaction of the
       conditions precedent set forth in ARTICLE VII with respect to such
       Advance and the limitations set forth in SECTION 2.1, the Lenders shall
       make the proceeds of such requested Advance available as follows: FIRST,
       to the extent the amount on deposit in the Reserve Account is less than
       the Minimum Reserve Account Amount (computed after giving effect to the
       proposed Advance) on the proposed date of the Advance, an amount equal to
       such deficiency shall be deposited by the Lenders in the Reserve Account
       (by wire to account no. 1038377 maintained at Norwest (ABA # 091000019)
       for further credit to account no. 13464102); and SECOND, all amounts of
       the Advance in excess of the required deposit in the Reserve Account
       shall be made available to the Borrower by deposit to account no.
       104755881059 maintained at U.S. Bank National Association (ABA#
       091000022) in same day funds no later than 3:00 p.m., New York City time,
       on the proposed date of the Advance.  Each Advance shall be on a Business
       Day and shall be in an amount of at least $5,000,000 (or an integral
       multiple of $1,000 in excess thereof).

              SECTION 2.4  REPRESENTATION AND WARRANTY.  Each request for an
       Advance pursuant to SECTION 2.2 shall automatically constitute a
       representation and warranty by the Borrower to the Agent and the Lenders
       that, on the requested date of such Advance, (a) the representations and
       warranties contained in ARTICLE X will be true and correct as of such
       date as though made on such date, (b) no Facility Termination Event or
       Unmatured Facility Termination Event has occurred and is continuing or
       will result from the making of such Advance, and (c) after giving effect
       to such requested Advance, the aggregate principal balance of the
       outstanding Advances hereunder will not exceed the Borrowing Base.

              SECTION 2.5  [Intentionally left blank]

              SECTION 2.6  [Intentionally left blank]

              SECTION 2.7  VOLUNTARY TERMINATION OF FACILITY; REDUCTION OF
       FACILITY LIMIT.  The Borrower may, in its sole discretion for any reason
       upon at least five Business Days' notice to the Agent, terminate the
       Facility in whole or reduce in part the unused portion of the Facility
       Limit; PROVIDED, HOWEVER, that (a) each such partial reduction will be in
       a minimum amount of $5,000,000 or a higher integral multiple of
       $1,000,000, (b) in the event of a partial reduction and after giving
       effect to any such partial reduction and any prior partial reduction,


<PAGE>

       the remaining Facility Limit will not be less than $50,000,000, and (c)
       in connection therewith the Borrower complies with SECTION 3.2(b),
       SECTION 4.l(b) and SECTION 6.3.  The amount of such reduction shall be
       applied to reduce the Commitment of each Bank PRO RATA on the basis of
       the Commitment Percentage of each such Bank.  The Agent shall promptly
       provide copies of any such notice of termination or reduction received by
       it to each Lender together with a computation of the amount by which its
       Commitment (if any) has been reduced.

              SECTION 2.8  NOTE.  All Advances shall be evidenced by a Note,
       with appropriate insertions, payable to the order of the Agent, on behalf
       of the Investors.  The Borrower hereby irrevocably authorizes the Agent
       to make (or cause to be made) appropriate notations on the grid attached
       to the Note (or on any continuation of such grid, or at the Agent's
       option, in its records), which notations, if made, shall evidence, INTER
       ALIA, the date of, the outstanding principal of, and the yield rate and
       Fixed Period applicable to the Advances evidenced thereby.  Such
       notations shall be rebuttably presumptive evidence of the subject matter
       thereof absent manifest error; PROVIDED, HOWEVER, that the failure to
       make any such notations shall not limit or otherwise affect any of the
       Obligations.

                                    ARTICLE III

                                 YIELD, FEES, ETC.

              SECTION 3.1  YIELD.  The Borrower hereby promises to pay Yield on
       the unpaid principal amount of each Advance (or each portion thereof) for
       the period commencing on the date of such Advance until such Advance is
       paid in full.  No provision of this Agreement or the Note shall require
       the payment or permit the collection of Yield in excess of the maximum
       permitted by applicable law.

              SECTION 3.2  YIELD PAYMENT DATES.  Yield accrued on each Advance
       shall be payable, without duplication:

       (a)    on the Facility Termination Date;

       (b)    on the date of any payment or prepayment, in whole or in part, of
principal outstanding on such Advance; and

       (c)    on each Distribution Date; PROVIDED that Yield relating to such
Advance may be payable, at the option of the Agent or the Borrower, on the
related Interim Distribution Date.

              SECTION 3.3  YIELD ALLOCATIONS; SELECTION OF FIXED PERIODS, ETC.

              (a)    The Agent shall, from time to time, in its sole discretion
       exercised in good faith, determine whether Yield in respect of the
       Advances then outstanding, or any portion thereof, shall be calculated by
       reference to the Commercial Paper Rate (such portion being herein called
       a "CP ALLOCATION") or the Bank Rate (such portion being herein called a
       "BANK RATE ALLOCATION", and together with a CP Allocation individually
       called an "ALLOCATION", and


<PAGE>

       collectively, "ALLOCATIONS"); PROVIDED, HOWEVER, that the Agent may
       determine, at any time and in its sole discretion exercised in good
       faith, that the Commercial Paper Rate is unavailable or otherwise not
       desirable, in which case the Advances will be allocated to a Bank Rate
       Allocation (unless the Default Rate is in effect).  The Agent shall
       provide the Borrower with reasonably prompt notice of the Allocations
       made by it pursuant to this SECTION 3.3(a).

              (b)    The Agent, in its sole discretion exercised in good faith
       after consultation with the Borrower, shall select the duration of the
       initial and each subsequent Fixed Period relating to each Advance.  In
       selecting such Fixed Period, the Agent shall use reasonable efforts,
       taking into consideration market conditions, to accommodate the
       Borrower's preferences; PROVIDED, HOWEVER, that the Agent shall have the
       ultimate authority to make all such selections.  Unless consented to or
       directed by the Agent, the aggregate number of Fixed Periods for all
       Advances outstanding at any one time hereunder shall not exceed 25, it
       being understood that if necessary to match the funding requirement of
       the Noncommitted Lender, any Advance may be divided into portions having
       different Fixed Periods.

              SECTION 3.4  FEES.  The Borrower agrees to pay to the Agent, on
       behalf of itself, the Lenders and the Liquidity Providers, certain fees
       in the amounts and on the dates set forth in the letter agreement among
       CSFB, AFL and the Borrower dated as of the date hereof (as the same may
       be amended, supplemented or otherwise modified, the "FEE LETTER").

              SECTION 3.5  COMPUTATION OF YIELD AND FEES.  All Yield and Fees
       shall be computed on the basis of the actual number of days (including
       the first day but excluding the last day) occurring during the period for
       which such Yield or Fee is payable over a year comprised of 360 days (or,
       in the case of Yield on an Advance bearing Yield at the Alternate Base
       Rate, 365 days or, if appropriate, 366 days).

                                     ARTICLE IV

                             REPAYMENTS AND PREPAYMENTS

              SECTION 4.1  REPAYMENTS AND PREPAYMENTS.  The Borrower shall repay
       in full the unpaid principal amount of each Advance on the Facility
       Termination Date.  Prior thereto, the Borrower:

              (a)    may, from time to time on any Business Day, make a
       prepayment, in whole or in part, of the outstanding principal amount of
       any Advance; PROVIDED, HOWEVER, that

                     (i)    all such voluntary prepayments shall require at
least two but no more than five Business Days' prior written notice to the
Agent; and

                     (ii)   all such voluntary partial prepayments shall be in a
minimum amount of $1,000,000 and an integral multiple of $500,000;

              (b)    shall, on each date when any reduction in the Facility
       Limit shall become


<PAGE>

       effective pursuant to SECTION 2.7, make a prepayment of the Advances in
       an amount equal to the excess, if any, of the aggregate outstanding
       principal amount of the Advances over the Facility Limit as so reduced;

              (c)    shall, immediately upon any acceleration of the maturity
       date of the Advances pursuant to SECTION 14.2, repay all Advances in
       full, unless, pursuant to SECTION 14.2(a), only a portion of all Advances
       is so accelerated, in which event the Borrower shall repay the
       accelerated portion of the Advances;

              (d)    shall, on the date the Borrower receives any proceeds from
       any Take-Out Securitization (after deducting all costs and expenses of
       such Take-Out Securitization), make a prepayment of the Advances in an
       amount substantially equal to such net proceeds or, if less, the total
       outstanding amount of Advances; and

              (e)    shall prepay the Advances in full (in the manner set forth
       in SECTION 4.1(a)) in order to comply with the Clean-Up Requirement
       during each Clean-Up Period.

                     Each such prepayment or payment shall be subject to the
       payment of any amounts required by SECTION 6.3 resulting from a
       prepayment or payment of an Advance prior to the end of the Fixed Period
       with respect thereto.

                                     ARTICLE V

                                  PAYMENTS; TAXES

              SECTION 5.1  MAKING OF PAYMENTS; TAXES.

              (a)    Subject to, and in accordance with, the provisions of the
       Collateral Agent Agreement, all payments of principal of, or Yield on,
       the Advances and of all Fees and other amounts shall be made by the
       Borrower no later than 2:00 p.m., New York time, on the day when due in
       lawful money of the United States of America in immediately available
       funds to the Agent (ABA #0260-0917-9), at its special account (account
       number  93053921) maintained at the office of CSFB at Eleven Madison
       Avenue, New York, New York or such other account as the Agent shall
       designate in writing to the Borrower and the Collateral Agent (the
       "AGENT'S ACCOUNT").  Funds received by the Agent after 2:00 p.m., New
       York time, on the date when due, will be deemed to have been received by
       the Agent on its next following Business Day.

              (b)    All payments described in SECTION 5.1(a) and all other
       payments made by or on behalf of the Borrower, AFL or the Servicer to the
       Agent for the benefit of itself or the Lenders or to any other Affected
       Person under this Agreement and any other Transaction Document shall be
       made free and clear of, and without deduction or withholding for or on
       account of, any present or future income, stamp or other taxes, levies,
       imposts, duties, charges, fees, deductions or withholdings, now or
       hereafter imposed, levied, collected, withheld or assessed by any
       Official Body (EXCLUDING (i) taxes imposed on the net income of the Agent
       or such other Affected Person, however denominated, and (ii) franchise
       taxes
<PAGE>
       imposed on the net income of the Agent or such other Affected Person in
       each case imposed: (1) by the United States or any political subdivision
       or taxing authority thereof or therein; (2) by any jurisdiction under the
       laws of which the Agent or such Affected Person or its applicable lending
       office is organized or located, managed or controlled or in which its
       principal office is located or any political subdivision or taxing
       authority thereof or therein; or (3) by reason of any connection between
       the jurisdiction imposing such tax and the Agent, such Affected Person or
       such lending office other than a connection arising solely from this
       Agreement or any other Transaction Document or any transaction hereunder
       or thereunder) (all such non-excluded taxes, levies, imposts, duties,
       charges, fees, deductions or withholdings, collectively or individually,
       "TAXES").  If any such Taxes are required to be withheld from any amounts
       payable to the Agent or any other Affected Person hereunder or under any
       other Transaction Document, the amounts so payable to the Agent or such
       Affected Person shall be increased to the extent necessary to yield to
       the Agent or such Affected Person (after payment of all Taxes) all
       amounts payable hereunder or thereunder at the rates or in the amounts
       specified in this Agreement and the other Transaction Documents.  The
       Borrower (or the party required to "gross-up" the applicable payment)
       shall indemnify the Agent or any such Affected Person for the full amount
       of any such Taxes on the Settlement Date occurring after the date of
       written demand therefor by the Agent; PROVIDED that no Person shall be
       indemnified pursuant to this SECTION 5.1(b) to the extent the reason for
       such indemnification relates to, or arises from, the failure by such
       Person to comply with the provisions of SECTION 5.1(c).

              (c)    Each Affected Person that is not incorporated under the
       laws of the United States of America or a state thereof or the District
       of Columbia shall:

                     (i)    prior to becoming a party to any Transaction
Document, deliver to the Borrower and the Agent (A) two duly completed copies of
IRS Form 1001 or Form 4224, or successor applicable form, as the case may be,
and (B) an IRS Form W-8 or W-9, or successor applicable form, as the case may
be;

                     (ii)   deliver to the Borrower and the Agent two (2)
further copies of any such form or certification on or before the date that any
such form or certification expires or becomes obsolete and after the occurrence
of any event requiring a change in the most recent form previously delivered by
it to the Borrower and the Agent; and

                     (iii)  obtain such extensions of time for filing and
complete such forms or certifications as may reasonably be requested by the
Borrower or the Agent;

       UNLESS, in any such case, an event (including, without limitation, any
       change in treaty, law or regulation) has occurred after the Closing Date
       and prior to the date on which any such delivery would otherwise be
       required which renders all such forms inapplicable or which would prevent
       such Affected Person from duly completing and delivering any such form
       with respect to it, and such Affected Person so advises the Borrower and
       the Agent.  Each such Affected Person so organized shall certify (i) in
       the case of an IRS Form 1001 or IRS Form 4224, that it is entitled to
       receive payments under the this Agreement and the other Transaction
       Documents without deduction or withholding of any United States federal

<PAGE>

       income taxes and (ii) in the case of an IRS Form W-8 or IRS Form W-9,
       that it is entitled to an exemption from United States backup withholding
       tax.  Each Person that desires to become an additional party to a
       Noncommitted Lender Liquidity Arrangement, shall prior to the
       effectiveness of such addition, be required to provide all of the forms
       and statements required pursuant to this SECTION 5.1(c).

              SECTION 5.2  APPLICATION OF CERTAIN PAYMENTS.  Each payment of
       principal of the Advances shall be applied to such Advances as the
       Borrower shall direct or, in the absence of such notice or during the
       existence of a Facility Termination Event or after the Facility
       Termination Date, as the Agent shall determine, in its discretion.

              SECTION 5.3  DUE DATE EXTENSION.  If any payment of principal or
       Yield with respect to any Advance falls due on a day which is not a
       Business Day, then such due date shall be extended to the next following
       Business Day, and additional Yield shall accrue and be payable for the
       period of such extension at the rate applicable to such Advance.

                                     ARTICLE VI

                               INCREASED COSTS, ETC.

              SECTION 6.1  INCREASED COSTS.

              (a)    If due to the introduction of or any change in or in the
       interpretation of any law or regulation occurring or issued after the
       date hereof, the Agent, any Lender or other Investor, any Liquidity
       Provider, any Participant, or any of their respective Affiliates (each an
       "AFFECTED PERSON") determines that compliance with any law or regulation
       or any guideline or request from any central bank or other Official Body
       (whether or not having the force of law) affects or would affect the
       amount of capital required or expected to be maintained by such Affected
       Person and such Affected Person determines that the amount of such
       capital is increased by or based upon the existence of its obligations or
       commitments hereunder or with respect hereto or to the funding thereof
       and other obligations or commitments of the same type, THEN, upon demand
       by such Affected Person (with a copy to the Agent) (which demand shall be
       accompanied by a statement setting forth the basis for the calculations
       of the amount being claimed), the Borrower shall immediately pay to the
       Agent, for the account of such Affected Person (as a third-party
       beneficiary), from time to time as specified by such Affected Person,
       additional amounts sufficient to compensate such Affected Person in the
       light of such circumstances, to the extent that such Affected Person
       reasonably determines such increase in capital to be allocable to the
       existence of any of such obligations, commitments or fundings.  Such
       written statement shall, in the absence of manifest error, be rebuttably
       presumptive evidence of the subject matter thereof.  Any Affected Person
       claiming any additional amounts payable pursuant to this SECTION 6.1(a)
       agrees to use reasonable efforts (consistent with legal and regulatory
       restrictions) to designate a different office or branch of such Affected
       Person as its lending office if the making of such a designation would
       avoid the need for, or reduce the amount of, any such additional amounts
       and would not, in the reasonable judgment of such Affected Person, be
       otherwise disadvantageous to such Affected Person.

<PAGE>


              (b)    If, due to either (i) the introduction of or any change
       (other than any change by way of imposition or increase of reserve
       requirements referred to in SECTION 6.2) in or in the interpretation of
       any law or regulation or (ii) compliance with any guideline or request
       from any central bank or other Official Body (whether or not having the
       force of law) issued after the date hereof, there shall be any increase
       in the cost to a Lender of agreeing to make Advances in respect of which
       Yield is computed by reference to the Eurodollar Rate, THEN, upon demand
       by such Lender (with a copy to the Agent) (which demand shall be
       accompanied by a statement setting forth the basis for the amount being
       claimed), the Borrower shall immediately pay to the Agent, for the
       account of such Lender (as a third-party beneficiary), from time to time
       as specified by such Lender, additional amounts sufficient to compensate
       such Lender for such increased costs.  Such written statement shall, in
       the absence of manifest error, be rebuttably presumptive evidence of the
       subject matter thereof.  Any Affected Person claiming any additional
       amounts payable pursuant to this SECTION 6.1(b) agrees to use reasonable
       efforts (consistent with legal and regulatory restrictions) to designate
       a different office or branch of such Affected Person as its lending
       office if the making of such a designation would avoid the need for, or
       reduce the amount of, any such additional amounts and would not, in the
       reasonable judgment of such Affected Person, be otherwise disadvantageous
       to such Affected Person.

              SECTION 6.2  ADDITIONAL YIELD ON ADVANCES BEARING A EURODOLLAR
       RATE.  The Borrower shall pay to any Lender, so long as such Lender shall
       be required under regulations of the Board of Governors of the Federal
       Reserve System to maintain reserves with respect to liabilities or assets
       consisting of or including Eurocurrency liabilities, additional Yield on
       the unpaid Advances of such Lender during each Fixed Period in respect of
       which Yield is computed by reference to the Eurodollar Rate, for such
       Fixed Period, at a rate per annum equal at all times during such Fixed
       Period to the remainder obtained by subtracting (i) the Eurodollar Rate
       for such Fixed Period from (ii) the rate obtained by dividing such
       Eurodollar Rate referred to in clause (i) above by that percentage equal
       to 100% MINUS the Eurodollar Rate Reserve Percentage of such Lender for
       such Fixed Period, payable on each date on which Yield is payable on such
       Advances.  Such additional Yield shall be determined by such Lender and
       notice thereof (accompanied by a statement setting forth the basis for
       the amount being claimed) given to the Borrower through the Agent within
       30 days after any Yield payment is made with respect to which such
       additional Yield is requested.  Such written statement shall, in the
       absence of manifest error, be rebuttably presumptive evidence of the
       subject matter thereof.  Any Affected Person claiming any additional
       amounts payable pursuant to this SECTION 6.2 agrees to use reasonable
       efforts (consistent with legal and regulatory restrictions) to designate
       a different office or branch of such Affected Person as its lending
       office if the making of such a designation would avoid the need for, or
       reduce the amount of, any such additional amounts and would not, in the
       reasonable judgment of such Affected Person, be otherwise disadvantageous
       to such Affected Person.

              SECTION 6.3  FUNDING LOSSES.  The Borrower hereby agrees that upon
       demand by any Affected Person (which demand shall be accompanied by a
       statement setting forth the basis for the calculations of the amount
       being claimed) the Borrower will indemnify such Affected Person against
       any net loss or expense which such Affected Person may sustain or

<PAGE>

       incur (including, without limitation, any net loss or expense incurred by
       reason of or resulting from interest to accrue on the related commercial
       paper after the date of any payment or prepayment of an Advance or from
       the liquidation or reemployment of deposits or other funds acquired by
       such Affected Person to fund or maintain any Advance to the Borrower), as
       reasonably determined by such Affected Person, as a result of any failure
       to borrow an Advance on the date specified therefor in an Advance Request
       (other than due to a default by a Lender) or as a result of any payment
       or prepayment (including any mandatory prepayment) of any Advance on a
       date other than the last day of the Fixed Period for such Advance.  Such
       written statement shall, in the absence of manifest error, be rebuttably
       presumptive evidence of the subject matter thereof.

              SECTION 6.4  REPLACEMENT OF AFFECTED PERSON.  Upon the receipt by
       the Borrower of a claim for reimbursement or compensation under SECTION
       6.1 OR 6.2 hereof by an Affected Person, if payment thereof shall not be
       waived by such Affected Person, the Borrower may (a) request such
       Affected Person or the Lender that has assigned an interest in its
       Advances to such Affected Person to use reasonable efforts to assist the
       Borrower in its attempt to obtain a replacement bank, financial
       institution or Structured Lender, as applicable, satisfactory to the
       Borrower (in the case of a replacement Lender) and the Agent (which
       consent shall not be unreasonably withheld), to acquire and assume all or
       a ratable part of such Affected Person's commitment to make Advances,
       Advances, or interests therein (a "REPLACEMENT PERSON"), or (b) request
       one or more of the other Lenders or Investors to acquire and assume all
       or a part of such Affected Person's commitment to make Advances, Advances
       or interests therein.  Upon notice from the Borrower, such Affected
       Person shall, or the Lender that has assigned an interest in its Advances
       to such Affected Person shall cause such Affected Person to, assign,
       without recourse, its commitment to make Advances, Advances or interests
       therein and its other rights and obligations (if any) hereunder, or a
       ratable share thereof, to the Replacement Person or Replacement Persons
       designated by the Borrower and consented to by the Agent for a purchase
       price equal to the sum of the principal amount of the Advances or
       interests therein so assigned, all accrued and unpaid Yield thereon and
       any other amounts (including Fees and any amounts owing under this
       ARTICLE VI) to which such Affected Person is entitled hereunder;
       PROVIDED, that the Borrower shall provide such Affected Person with an
       Officer's Certificate stating that such Replacement Person has advised
       the Borrower that it is not subject to, or has agreed not to seek, such
       increased amount.

                                    ARTICLE VII

                       EFFECTIVENESS; CONDITIONS TO ADVANCES

              SECTION 7.1  EFFECTIVENESS.  This Agreement shall become effective
       on the first day (the "EFFECTIVE DATE") on which the Agent, on behalf of
       the Lenders, shall have received the following, each in form and
       substance satisfactory to the Agent, PROVIDED that the Effective Date may
       not occur later than October 31, 1998 without the prior written consent
       of the Agent and the Lenders:

              (a)    AGREEMENT.  This Agreement and the Joinder Supplement
       executed by each party thereto;

<PAGE>

              (b)    RESOLUTIONS.  A copy of the resolutions of the Board of
       Directors of each of the Borrower and AFL approving the Transaction
       Documents to be delivered by it hereunder and the transactions
       contemplated hereby, certified by its Secretary or Assistant Secretary;

              (c)    CHARTERS.  The Certificate or Articles of Incorporation of
       each of Borrower and AFL certified by the Secretary of State of Delaware
       and Minnesota, respectively;

              (d)    GOOD STANDING CERTIFICATE.  Good Standing Certificates for
       the Borrower issued by the Secretaries of State of Delaware and Minnesota
       and a Good Standing Certificate for AFL issued by the Secretary of State
       of Minnesota;

              (e)    INCUMBENCY.  A certificate of the Secretary or Assistant
       Secretary of each of the Borrower and AFL certifying (i) the names and
       true signatures of the officers authorized on its behalf to sign this
       Agreement and the other Transaction Documents to be delivered by it (on
       which certificate the Agent and the Lenders may conclusively rely until
       such time as the Agent shall receive a revised certificate meeting the
       requirements of this subsection (e)) and (ii) a copy of the Borrower's
       and AFL's by-laws;

              (f)    FILINGS.  Acknowledgment copies of proper UCC-1 Financing
       Statements (executed by AFL and/or Borrower, as applicable), as may be
       necessary or, in the opinion of the Agent, desirable under the UCC of all
       appropriate jurisdictions or any comparable law to perfect the security
       interest of the Collateral Agent on behalf of the Secured Parties in all
       Borrower Collateral in which an interest may be pledged hereunder;

              (g)    SEARCHES.  Certified copies of Requests for Information or
       Copies (Form UCC-11) (or a similar search report certified by a party
       acceptable to the Agent), dated a date reasonably near to the Effective
       Date, listing all effective financing statements which name AFL or the
       Borrower (under their respective present names and any previous names) as
       debtor and which are filed in the jurisdictions in which filings were
       made pursuant to SECTION 7.1(f), together with copies of such financing
       statements;

              (h)    OPINIONS.  Legal opinion(s) of Dorsey & Whitney LLP,
       special counsel for the Borrower and AFL, in form and substance
       satisfactory to the Agent covering such matters as the Agent may
       reasonably request;

              (i)    FEE LETTER.  The Fee Letter, duly executed and delivered by
       the parties thereto, and all amounts required to be paid on the Effective
       Date thereunder shall have been paid;

              (j)    ACCOUNTS.  Evidence that the Reserve Account, the
       Collateral Account and the Collection Account have been established and
       the Borrower shall have caused to be deposited in the Reserve Account an
       amount equal to the Minimum Reserve Account Amount;

              (k)    TRANSACTION DOCUMENTS.  Executed counterparts of each of
       the other Transaction Documents, duly executed by each of the parties
       thereto, and all conditions to the

<PAGE>

       effectiveness thereof set forth therein shall have been satisfied in all
       respects;

              (l)    PROCEDURES LETTER.  An "agreed upon procedures" letter
       approved and accepted by the Independent Accountants, AFL and the Agent
       relating to the reviews described in SECTION 8.12(b); and

              (m)    OTHER.  Such other approvals, documents, opinions,
       certificates and reports as the Agent may reasonably request.

              SECTION 7.2  ALL ADVANCES.  The making of each Advance is subject
       to the condition that the Effective Date shall have occurred and to the
       following further conditions precedent that:

              (a)    NO FACILITY TERMINATION EVENT, ETC.  (i)  No Facility
       Termination Event or Unmatured Facility Termination Event has occurred
       and is continuing or will result from the making of such Advance, (ii)
       the representations and warranties of the Borrower contained in ARTICLE X
       and the Servicer contained in SECTION 8.6(b) are true and correct as of
       the date of such requested Advance, with the same effect as though made
       on the date of (and after giving effect to) such Advance, and (iii) after
       giving effect to such Advance, the aggregate outstanding principal
       balance of the Advances hereunder will not exceed the lesser of the
       Facility Limit and the Borrowing Base;

              (b)    ADVANCE REQUEST, ETC.  The Agent shall have received the
       Advance Request for such Advance in accordance with SECTION 2.2, together
       with all items required to be delivered in connection therewith;

              (c)    FACILITY TERMINATION DATE.  The Facility Termination Date
       shall not have occurred;

              (d)    MINIMUM ADVANCE AMOUNT.  The amount of such Advance is not
       less than $5,000,000;

              (e)    COLLATERAL RECEIPT.  The Agent shall have received a duly
       completed and executed Collateral Receipt in respect of each Receivable
       identified as an "Eligible Receivable" in the Schedule of Receivables
       (or, in the case of any Advance after the initial Advance, the supplement
       thereto) submitted with the Advance Request for such Advance;

              (f)    WEEKLY REVIEW.  The Agent shall have received the results
       of the most recent review required to be made by the Independent
       Accountants pursuant to SECTION 8.12(b), which review shall contain no
       exceptions unacceptable to the Agent in its reasonable discretion;

              (g)    BORROWING BASE CONFIRMATION.  The Agent shall have received
       a duly completed and executed certificate regarding the Borrowing Base in
       the form attached hereto as EXHIBIT D (a "BORROWING BASE CONFIRMATION"),
       computed as of the date of such Advance and after giving effect thereto
       and to the purchase by the Borrower of any Receivables to be


<PAGE>

       purchased by it under the Purchase Agreement on such date;

              (h)    INTEREST RATE HEDGES.  The Agent shall have received
       evidence, in form and substance satisfactory to the Agent, that the
       Borrower has entered into Interest Rate Hedges to the extent required by,
       and satisfying the requirements of, SECTION 11.6 (together with an
       Interest Rate Hedge Assignment Acknowledgment duly executed by the
       counterparty thereto and concurrently delivered to the Agent);

              (i)    RESERVE ACCOUNT.  After giving effect to such Advance and
       the application of the proceeds thereof in accordance with SECTION 2.3,
       the amount on deposit in the Reserve Account is not less than the Minimum
       Reserve Account Amount;

              (j)    CERTIFICATES.  The Agent shall have received a certificate
       duly executed by a Responsible Officer of the Borrower to the effect that
       the conditions set forth in SECTION 7.2(a) have been satisfied with
       respect to the proposed Advances; and

              (k)    REPORTS.  The Agent shall have received such other
       approvals, documents, opinions, certificates and reports as it may
       reasonably request.

                                    ARTICLE VIII

                    ADMINISTRATION AND SERVICING OF RECEIVABLES

              SECTION 8.1  DUTIES OF THE SERVICER.  The Servicer is hereby
       authorized to act for the Borrower and in such capacity shall manage,
       service, administer and make collections on the Transferred Receivables,
       and perform the other actions required by the Servicer under this
       Agreement for the benefit of the Investors and other Secured Parties.
       The Servicer agrees that its servicing of the Transferred Receivables
       shall be carried out in accordance with customary and usual procedures of
       institutions which service motor vehicle retail installment sales
       contracts and, to the extent more exacting, the degree of skill and
       attention that the Servicer exercises from time to time with respect to
       all comparable motor vehicle receivables that it services for itself or
       others in accordance with AFL's Servicing Procedures Manual as in effect
       from time to time for servicing all its other comparable motor vehicle
       receivables.  The Servicer's duties shall include, without limitation,
       collection and posting of all payments, responding to inquiries of
       Obligors on the Transferred Receivables, investigating delinquencies,
       sending payment statements or payment books to Obligors, reporting any
       required tax information to Obligors, policing the collateral, complying
       with the terms of the Lockbox Agreement, accounting for collections and
       furnishing monthly and annual statements to the Agent and the Collateral
       Agent with respect to distributions, monitoring the status of Insurance
       Policies with respect to the Financed Vehicles and performing the other
       duties specified herein.  The Servicer shall also administer and enforce
       all rights and responsibilities of the holder of the Transferred
       Receivables provided for in the Dealer Agreements (and shall maintain
       possession of the Dealer Agreements, to the extent it is necessary to do
       so), the Dealer Assignments and the Insurance Policies, to the extent
       that such Dealer Agreements, Dealer Assignments and Insurance Policies
       relate to the Transferred Receivables, the related Financed Vehicles or
       the related Obligors.

<PAGE>


                     To the extent consistent with the standards, policies and
       procedures otherwise required hereby, the Servicer shall follow its
       customary standards, policies, and procedures with respect to the
       Transferred Receivables and shall have full power and authority, acting
       alone, to do any and all things in connection with such managing,
       servicing, administration and collection that it may deem necessary or
       desirable.  Without limiting the generality of the foregoing, the
       Servicer is hereby authorized and empowered by the Borrower to execute
       and deliver, on behalf of the Borrower, the Investors, the Collateral
       Agent, the Custodian or any of them, any and all instruments of
       satisfaction or cancellation, or of partial or full release or discharge,
       and all other comparable instruments, with respect to the Transferred
       Receivables and with respect to the related Financed Vehicles. The
       Servicer is authorized to release Liens on Financed Vehicles in order to
       collect insurance proceeds with respect thereto and to liquidate such
       Financed Vehicles in accordance with its customary standards, policies
       and procedures; PROVIDED, HOWEVER, that notwithstanding the foregoing,
       the Servicer shall not, except pursuant to an order from a court of
       competent jurisdiction, release an Obligor from payment of any unpaid
       amount under any Transferred Receivable or waive the right to collect the
       unpaid balance of any Transferred Receivable from the Obligor, except
       that the Servicer may forego collection efforts if the amount subject to
       collection is DE MINIMIS and if it would forego collection in accordance
       with its customary procedures.  The Servicer is hereby authorized to
       commence, in its own name or in the name of the Borrower, the Collateral
       Agent or the Lenders (PROVIDED that if the Servicer is acting in the name
       of the Borrower, the Collateral Agent or the Lenders, the Servicer shall
       have obtained the Borrower's, the Collateral Agent's and the Agent's
       consent, as the case may be, which consent shall not be unreasonably
       withheld), a legal proceeding to enforce a Transferred Receivable
       pursuant to SECTION 8.3 or to commence or participate in any other legal
       proceeding (including, without limitation, a bankruptcy proceeding)
       relating to or involving a Transferred Receivable, an Obligor or a
       Financed Vehicle.  If the Servicer commences or participates in such a
       legal proceeding in its own name, the Borrower or the Collateral Agent
       (on behalf of the Secured Parties), as the case may be, shall thereupon
       be deemed to have automatically assigned such Transferred Receivable to
       the Servicer solely for purposes of commencing or participating in any
       such proceeding as a party or claimant, and the Servicer is authorized
       and empowered by the Borrower or the Collateral Agent (on behalf of the
       Secured Parties), as the case may be, to execute and deliver in the
       Servicer's name any notices, demands, claims, complaints, responses,
       affidavits or other documents or instruments in connection with any such
       proceeding.  The Borrower and the Collateral Agent (on behalf of the
       Secured Parties), as the case may be, shall furnish the Servicer with any
       powers of attorney and other documents which the Servicer may reasonably
       request in writing and which the Servicer deems necessary or appropriate
       and take any other steps which the Servicer may deem necessary or
       appropriate to enable the Servicer to carry out its servicing and
       administrative duties under this Agreement.

              SECTION 8.2  COLLECTION OF RECEIVABLE PAYMENTS; MODIFICATION AND
       AMENDMENT OF RECEIVABLES; LOCKBOX AGREEMENTS.

              (a)    Consistent with the standards, policies and procedures
       required by this Agreement, the Servicer shall make reasonable efforts to
       collect all payments called for under

<PAGE>

       the terms and provisions of the Transferred  Receivables as and when the
       same shall become due, and shall follow such collection procedures as it
       follows with respect to all comparable automobile receivables that it
       services for itself or others and otherwise act with respect to the
       Transferred Receivables, the Dealer Agreements, the Dealer Assignments
       and the Insurance Policies in such manner as will, in the reasonable
       judgment of the Servicer, maximize the amount to be received by the
       Borrower and the Secured Parties with respect thereto.  The Servicer is
       authorized in its discretion to waive any prepayment charge, late payment
       charge or any other similar fees that may be collected in the ordinary
       course of servicing any Transferred Receivable.

              (b)    The Servicer may at any time agree to a modification or
       amendment of a Transferred Receivable in order to (i) change the
       Obligor's regular due date to another date within the Collection Period
       in which such due date occurs, (ii) re-amortize the amount of the
       scheduled payments on the Transferred Receivable following a partial
       prepayment of principal or (iii) convert a Pre-Computed Receivable to a
       Simple Interest Receivable.

              (c)    The Servicer may grant payment extensions on, or other
       modifications or amendments to, a Transferred Receivable (including those
       modifications permitted by SECTION 8.2(b)) in accordance with its
       customary procedures if the Servicer believes in good faith that such
       extension, modification or amendment is necessary to avoid a default on
       such Transferred Receivable, will maximize the amount to be received by
       the Borrower and the Secured Parties with respect to such Transferred
       Receivable, and is otherwise in the best interests of the Borrower and
       the Investors; PROVIDED, HOWEVER, that:

                     (i)    in no event may a Transferred Receivable be extended
more than twice during any twelve month period or more than six times during the
full term of such Transferred Receivable;

                     (ii)   any such extension shall not extend beyond 84 months
after the Facility Termination Date;

                     (iii)  the Servicer shall not amend or modify a Transferred
Receivable (except as provided in SECTION 8.2(b) and this SECTION 8.2(c))
without the written consent of the Agent; and

                     (iv)   the terms of each Transferred Receivable may only be
amended once.

       PROVIDED, THAT any such amendment, modification or extension shall be
       delivered by the Servicer to the Custodian (with a copy to the Agent)
       promptly after execution thereof.

              (d)    The Servicer shall use its best efforts to cause Obligors
       to make all payments on the Transferred Receivables, whether by check or
       by direct debit of the Obligor's bank account, to be made directly to one
       or more Lockbox Banks, acting as agent for the Collateral Agent (on
       behalf of the Secured Parties) pursuant to a Lockbox Agreement.  Amounts
       received by a Lockbox Bank in respect of the Transferred Receivables may
       initially be deposited into a demand deposit account maintained by the
       Lockbox Bank as agent for the

<PAGE>

       Collateral Agent (on behalf of the Secured Parties) and for other owners
       of automobile receivables serviced by the Servicer.  The Servicer shall
       use its best efforts to cause the Lockbox Banks, pursuant to the Lockbox
       Agreement, to deposit all payments on the Transferred Receivables in the
       Lockbox Account no later than the Business Day after receipt and shall
       transfer all amounts credited to the Lockbox Account on account of such
       payments to the Collection Account, no later than the second Business Day
       after receipt of such payments.  The Lockbox Account shall be a demand
       deposit account held by the Lockbox Bank, or at the request of the Agent,
       an Eligible Account satisfying clause (i) of the definition thereof.

                     Notwithstanding any Lockbox Agreement, or any of the
       provisions of this Agreement relating to the Lockbox Agreement, the
       Servicer shall remain obligated and liable to the Agent, the Collateral
       Agent and the Investors for servicing and administering the Transferred
       Receivables in accordance with the provisions of this Agreement without
       diminution of such obligation or liability by virtue thereof.

                     In the event the Servicer shall for any reason no longer be
       acting as such, the Backup Servicer or successor Servicer shall thereupon
       assume all of the rights and, from the date of assumption, all of the
       obligations of the outgoing Servicer under the Lockbox Agreement, if
       applicable.  The Backup Servicer or any other successor Servicer shall
       not be liable for any acts, omissions or obligations of the Servicer
       prior to such succession.  In such event, the successor Servicer shall be
       deemed to have assumed all of the outgoing Servicer's interest therein
       and to have replaced the outgoing Servicer as a party to each such
       Lockbox Agreement to the same extent as if such Lockbox Agreement had
       been assigned to the successor Servicer, except that the outgoing
       Servicer shall not thereby be relieved of any liability or obligations on
       the part of the outgoing Servicer to the Lockbox Bank under such Lockbox
       Agreement.  The outgoing Servicer shall, upon request of the Agent, but
       at the expense of the outgoing Servicer, deliver to the successor
       Servicer all documents and records relating to each such agreement and an
       accounting of amounts collected and held by the Lockbox Bank and
       otherwise use its best efforts to effect the orderly and efficient
       transfer of any Lockbox Agreement to the successor Servicer.  In the
       event that the Agent elects to change the identity of the Lockbox Bank,
       the Servicer, at its expense, shall cause the Lockbox Bank to deliver, at
       the direction of the Agent, to the Collateral Agent or a successor
       Lockbox Bank all documents and records relating to the Transferred
       Receivables and all amounts held (or thereafter received) by the Lockbox
       Bank (together with an accounting of such amounts) and shall otherwise
       use its best efforts to effect the orderly and efficient transfer of the
       lockbox arrangements and the Servicer shall notify the Obligors to make
       payments to the Lockbox Account established by the successor.

              (e)    The Servicer shall remit all payments by or on behalf of
       the Obligors received directly by the Servicer to the Lockbox Account,
       without deposit into any intervening account as soon as practicable, but
       in no event later than the Business Day after receipt thereof.

              SECTION 8.3  REALIZATION UPON RECEIVABLES.

<PAGE>

              (a)    Consistent with the standards, policies and procedures
       required by this Agreement, the Servicer shall use its best efforts to
       repossess (or otherwise comparably convert the ownership of) and
       liquidate any Financed Vehicle securing a Transferred Receivable with
       respect to which the Servicer has determined that payments thereunder are
       not likely to be resumed, as soon as is practicable after default on such
       Transferred Receivable but in no event later than the date on which all
       or any portion of a Scheduled Payment has become 91 or more days
       delinquent.  The Servicer is authorized to follow such customary
       practices and procedures as it shall deem necessary or advisable,
       consistent with the standard of care required by SECTION 8.1, which
       practices and procedures may include reasonable efforts to realize upon
       any recourse to Dealers, selling the related Financed Vehicle at public
       or private sale, the submission of claims under an Insurance Policy and
       other actions by the Servicer in order to realize upon such Transferred
       Receivable.  The foregoing is subject to the provision that, in any case
       in which the Financed Vehicle shall have suffered damage, the Servicer
       shall not expend funds in connection with any repair or towards the
       repossession of such Financed Vehicle unless it shall determine in its
       discretion that such repair and/or repossession shall increase the
       proceeds of liquidation of the related Transferred Receivable by an
       amount greater than the amount of such expenses.  All Recoveries shall be
       remitted directly by the Servicer to the Lockbox Account without deposit
       into any intervening account as soon as practicable, but in no event
       later than the Business Day after receipt thereof.  The Servicer shall be
       entitled to recover all reasonable expenses incurred by it in the course
       of repossessing and liquidating a Financed Vehicle, but only out of the
       cash proceeds of such Financed Vehicle, any deficiency obtained from the
       Obligor or any amounts received from the related Dealer, which amounts
       may be retained by the Servicer (and shall not be required to be
       deposited in the Lockbox Account) to the extent of such expenses.  The
       Servicer shall pay on behalf of the Borrower any personal property taxes
       assessed on repossessed Financed Vehicles; and the Servicer shall be
       entitled to reimbursement of any such tax from Recoveries with respect to
       the related Transferred Receivable.

              (b)    If the Servicer elects to commence a legal proceeding to
       enforce a Dealer Agreement or Dealer Assignment, the act of commencement
       shall be deemed to be an automatic assignment from the Borrower and the
       Collateral Agent (on behalf of the Secured Parties) to the Servicer of
       the rights under such Dealer Agreement and Dealer Assignment for purposes
       of collection only.  If, however, in any enforcement suit or legal
       proceeding, it is held that the Servicer may not enforce a Dealer
       Agreement or Dealer Assignment on the grounds that it is not a real party
       in interest or a Person entitled to enforce the Dealer Agreement or
       Dealer Assignment, the Borrower, at the Servicer's expense, shall take
       such steps as the Servicer deems necessary to enforce the Dealer
       Agreement or Dealer Assignment, including bringing suit in its name.  All
       amounts recovered shall be remitted directly by the Servicer to the
       Lockbox Account without deposit into any intervening account as soon as
       practicable, but in no event later than the Business Day after receipt
       thereof.

              SECTION 8.4  INSURANCE.

              (a)    The Servicer shall monitor the status of the Insurance
       Policies in accordance with its customary servicing procedures.  If the
       Servicer shall determine that an Obligor has

<PAGE>

       failed to obtain or maintain a physical loss and damage insurance policy
       covering the related Financed Vehicle which satisfies the conditions set
       forth in subsection (v) of the definition of "Eligible Receivable"
       (including during the repossession of such Financed Vehicle) the Servicer
       shall enforce the rights of the holder of the Receivable thereunder to
       require that the Obligor obtains such physical loss and damage insurance.

              (b)    The initial Servicer may, if an Obligor fails to obtain or
       maintain a physical loss and damage Insurance Policy, obtain insurance
       with respect to the related Financed Vehicle and advance on behalf of
       such Obligor, as required under the terms of the Insurance Policy, the
       premiums for such insurance (such insurance being referred to herein as
       "FORCE-PLACED INSURANCE").  All policies of Force-Placed Insurance shall
       be endorsed with clauses providing for loss payable to the Collateral
       Agent.  Any cost incurred by the Servicer in maintaining such
       Force-Placed Insurance shall only be recoverable out of premiums paid by
       the Obligors or Recoveries with respect to the Transferred Receivable, as
       provided in paragraph (c) of this SECTION 8.4.

              (c)    In connection with any Force-Placed Insurance obtained
       hereunder, the Servicer may, in the manner and to the extent permitted by
       applicable law, require the Obligors to repay the entire premium to the
       Servicer.  In no event shall the Servicer include the amount of the
       premium in the Amount Financed under the Receivable.  For all purposes of
       this Agreement, the Insurance Add-On Amount with respect to any
       Receivable having Force-Placed Insurance will be treated as a separate
       obligation of the Obligor and will not be added to the Principal Balance
       of such Receivable, and amounts allocable thereto will not be available
       in respect of the Obligations.  The Servicer shall retain and separately
       administer the right to receive payments from Obligors with respect to
       Insurance Add-On Amounts or rebates of Force-Placed Insurance premiums.
       If an Obligor makes a payment with respect to a Receivable having
       Force-Placed Insurance, but the Servicer is unable to determine whether
       the payment is allocable to the Receivable or to the Insurance Add-On
       Amount, the payment shall be applied first to any unpaid Scheduled
       Payments and then to the Insurance Add-On Amount.  Recoveries on any
       Receivable will be used first to pay the Principal Balance and accrued
       interest on such Receivable and then to pay the related Insurance Add-On
       Amount.  If an Obligor under a Receivable with respect to which the
       Servicer has placed Force-Placed Insurance fails to make scheduled
       payments of such Insurance Add-On Amount as due, and the Servicer has
       determined that eventual payment of the Insurance Add-On Amount is
       unlikely, the Servicer may, but shall not be required to, purchase such
       Receivable from the Borrower for the Purchase Amount on any subsequent
       Distribution Date.  Any such Receivable, and any Receivable with respect
       to which the Servicer has placed Force-Placed Insurance which has been
       paid in full (excluding any Insurance Add-On Amounts) will be assigned by
       the Borrower to the Servicer.

              (d)    The Servicer may sue to enforce or collect upon the
       Insurance Policies, in its own name, if possible, or as agent of the
       Borrower and the Collateral Agent (on behalf of the Secured Parties).  If
       the Servicer elects to commence a legal proceeding to enforce an
       Insurance Policy, the act of commencement shall be deemed to be an
       automatic assignment of the rights of the Borrower and the Collateral
       Agent (on behalf of the Secured Parties) under such Insurance Policy to
       the Servicer for purposes of collection only.  If, however, in

<PAGE>

       any enforcement suit or legal proceeding it is held that the Servicer may
       not enforce an Insurance Policy on the grounds that it is not a real
       party in interest or a holder entitled to enforce the Insurance Policy,
       the Borrower shall take such steps as the Servicer deems necessary to
       enforce such Insurance Policy, including bringing suit in its name.

              (e)    The Servicer shall maintain Collateral Insurance.  Costs
       incurred by the Servicer in maintaining such insurance shall be paid by
       the Servicer.  The Servicer will cause itself to be named as named
       insured and the Collateral Agent to be named a loss payee under all such
       Collateral Insurance.  The Servicer may, with the consent of the Agent,
       elect not to maintain such Collateral Insurance but in such event will be
       obligated to indemnify the Borrower, the Collateral Agent and the Secured
       Parties against any losses arising from an Obligor's failure to maintain
       physical loss and damage insurance with respect to the related Financed
       Vehicle.

              SECTION 8.5  MAINTENANCE OF SECURITY INTERESTS IN FINANCED
              VEHICLES.

              (a)    Consistent with its obligations under this Agreement, the
       Collateral Agent Agreement and the Custodial Agreement, the Servicer
       shall take such steps as are necessary to maintain perfection of the
       security interest created by each Transferred Receivable in the related
       Financed Vehicle on behalf of the Borrower and the Collateral Agent for
       the benefit of the Secured Parties, including but not limited to
       obtaining the execution by the Obligors and the recording, registering,
       filing, re-recording, re-filing, and re-registering of all security
       agreements, financing statements and continuation statements as are
       necessary to maintain the security interest granted by the Obligors under
       the Transferred Receivables.  The Borrower and the Collateral Agent (on
       behalf of the Secured Parties) each hereby authorizes the Servicer, and
       the Servicer agrees, to take any and all steps necessary to re-perfect
       such security interest on behalf of the Borrower and the Collateral Agent
       (on behalf of the Secured Parties) as necessary because of the relocation
       of a Financed Vehicle or for any other reason.  In the event that the
       assignment of a Transferred Receivable to the Borrower and the pledge
       thereof to the Collateral Agent (on behalf of the Secured Parties), and
       the filing of UCC financing statements all as provided herein, is
       insufficient, without a notation on the related Financed Vehicle's
       certificate of title, or without fulfilling any additional administrative
       requirements under the laws of the state in which the Financed Vehicle is
       located, to perfect a security interest in the related Financed Vehicle
       in favor of the Borrower and the pledge thereof to the Collateral Agent
       (on behalf of the Secured Parties), the parties hereto agree that AFL's
       designation as the secured party on the certificate of title is, with
       respect to each secured party, as applicable, in its capacity as agent of
       the Borrower and the Secured Parties.

              (b)    Upon the occurrence and during the continuance of a
       Facility Termination Event, the Agent may instruct the Borrower and the
       Servicer to take or cause to be taken such reasonable action as may, in
       the opinion of counsel to the Agent, be necessary or desirable to perfect
       or re-perfect the security interests in the Financed Vehicles securing
       the Transferred Receivables in the name of the Borrower and the
       Collateral Agent (on behalf of the Secured Parties) (as lienholder) by
       amending the title documents of such Financed Vehicles or by such other
       reasonable means as may, in the opinion of counsel to the Agent, be
       necessary or prudent.  AFL hereby agrees to pay all expenses related to
       such perfection or re-perfection

<PAGE>

       and to take all action necessary therefor.  In addition, prior to the
       occurrence of a Facility Termination Event, the Agent may instruct the
       Borrower and the Servicer to take or cause to be taken such reasonable
       action as may, in the opinion of counsel to the Agent, be necessary to
       perfect or re-perfect the security interest in the Financed Vehicles
       underlying the Transferred Receivables in the name of the Borrower and
       the Collateral Agent (on behalf of the Secured Parties), including by
       amending the title documents of such Financed Vehicles or by such other
       reasonable means as may, in the opinion of counsel to the Agent, be
       necessary or prudent; PROVIDED, HOWEVER, that if the Agent requests that
       the title documents be amended prior to the occurrence of a Facility
       Termination Event or Unmatured Facility Termination Event, the
       out-of-pocket expenses of the Servicer or the Borrower in connection with
       such action shall be reimbursed to the Servicer or the Borrower, as
       applicable, by the Banks.

              SECTION 8.6  COVENANTS, REPRESENTATIONS AND WARRANTIES OF
       SERVICER.  The Servicer hereby makes the following representations,
       warranties and covenants to the other parties hereto on which the Lenders
       shall rely in making the Advances.

              (a)    The Servicer covenants to the Borrower, the Agent and the
       Investors as follows:

                     (i)    LIENS IN FORCE.  The Financed Vehicle securing each
Transferred Receivable shall not be released in whole or in part from the
security interest granted by such Receivable, except upon payment in full of
such Receivable or as otherwise contemplated herein;

                     (ii)   NO IMPAIRMENT.  The Servicer shall do nothing to
impair the rights of the Borrower or the Secured Parties in the Transferred
Receivables, the Dealer Agreements, the Dealer Assignments or the Insurance
Policies;

                     (iii)  NO AMENDMENTS.  The Servicer shall not extend or
otherwise amend the terms of any Transferred Receivable, except in accordance
with SECTION 8.2;

                     (iv)   SERVICING OF RECEIVABLES.  The Servicer shall
service the Transferred Receivables as required by the terms of this Agreement
and in material compliance with the current Servicing Procedures Manual for
servicing all its other comparable motor vehicle receivables and the Servicer
shall not change the manner in which it services the Receivables in any way that
can have a material adverse effect on the Transferred Receivables;

                     (v)    COMPLIANCE WITH LAWS.  The Servicer shall comply in
all material respects with the laws of each state in which a Transferred
Receivable is located, including, without limitation, all federal and state laws
regarding the collection and enforcement of consumer debt;

                     (vi)   NOTICE OF RELOCATION.   The Servicer shall give the
Agent at least 60 days prior written notice of any relocation of its principal
executive office if, as a result of such relocation, the applicable provisions
of the UCC would require the filing of any amendment of any previously filed
financing or continuation statement or of any new financing statement.  The
Servicer shall at all times maintain each office from which it services the
Collateral and its principal executive office within the United States of
America;

<PAGE>

                     (vii)  MAINTENANCE OF COMPUTER SYSTEMS, ETC.  The Servicer
shall maintain its computer systems so that, from and after the time of the
first Advance under this Agreement, the Servicer's master computer records
(including archives) that shall refer to the Collateral indicate clearly that
such Collateral is subject to first priority security interest in favor of the
Collateral Agent for the benefit of the Secured Parties.  Indication of the
Collateral Agent's security interest shall be deleted from or modified on the
Servicer's computer systems when, and only when, the Collateral in question
shall have been paid in full or sold by the Borrower in accordance herewith; and

                     (viii) OTHER SALES, GRANTS OR TRANSFERS.  If at any time
the Servicer shall propose to sell, grant a security interest in, or otherwise
transfer any interest in motor vehicle receivables to any prospective purchaser,
lender or other transferee, the Servicer shall give to such prospective
purchaser, lender, or other transferee computer tapes, records, or print-outs
(including any restored from archives) that, if they shall refer in any manner
whatsoever to any Collateral, shall indicate clearly that such Collateral is
subject to a first priority security interest in favor of the Collateral Agent
for the benefit of the Secured Parties.

              (b)    The Servicer represents and warrants to the Borrower, the
       Agent and the Investors, as of the Closing Date and as of each Advance
       Date as to itself that:

                     (i)    ORGANIZATION AND GOOD STANDING.  The Servicer has
been duly organized and is validly existing and in good standing under the laws
of the State of Minnesota or, in the case of a successor Servicer, its
jurisdiction of organization, with power, authority and legal right to own its
properties and to conduct its business as such properties are currently owned
and such business is currently conducted, and had at all relevant times, and now
has, power, authority and legal right to enter into and perform its obligations
under this Agreement and the other Transaction Documents to which it is party
(in any capacity);

                     (ii)   DUE QUALIFICATION.  The Servicer is duly qualified
to do business as a foreign corporation in good standing, and has obtained all
necessary licenses and approvals, in all jurisdictions where the failure to do
so would have a material adverse effect on its ability to perform its
obligations hereunder or under any other Transaction Document to which it is
party (in any capacity);

                     (iii)  POWER AND AUTHORITY.  The Servicer has the power and
authority to execute and deliver this Agreement and the Transaction Documents to
which it is a party (in any capacity) and to carry out its terms and their
terms, respectively, and the execution, delivery and performance of this
Agreement and the Transaction Documents to which it is a party (in any capacity)
have been duly authorized by the Servicer by all necessary corporate action;

                     (iv)   BINDING OBLIGATION.  This Agreement and the
Transaction Documents to which it is a party (in any capacity) shall constitute
legal, valid and binding obligations of the Servicer enforceable in accordance
with their respective terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization, or other similar laws affecting the
enforcement of creditors' rights generally and by equitable limitations on the
availability of

<PAGE>

specific remedies, regardless of whether such enforceability is considered in a
proceeding in equity or at law;

                     (v)    NO VIOLATION.  The consummation of the transactions
contemplated by this Agreement and the Transaction Documents to which it is a
party (in any capacity), and the fulfillment of the terms of this Agreement and
the Transaction Documents to which it is a party (in any capacity), shall not
conflict with, result in any breach of any of the terms and provisions of, or
constitute (with or without notice or lapse of time) a default under, the
certificate or articles of incorporation or bylaws of the Servicer, or any
indenture, agreement, mortgage, deed of trust or other instrument to which the
Servicer is a party or by which it is bound or any of its properties are
subject, or result in the creation or imposition of any Lien upon any of its
properties pursuant to the terms of any such indenture, agreement, mortgage,
deed of trust or other instrument, other than this Agreement, or violate any
law, order, rule or regulation applicable to the Servicer of any court other
Official Body, having jurisdiction over the Servicer or any of its properties,
or in any way materially adversely affect the interest of the Borrower, the
Collateral Agent or the Secured Parties in any Transferred Receivable, or affect
the Servicer's ability to perform its obligations under this Agreement;

                     (vi)   NO PROCEEDINGS.  There are no proceedings or
investigations pending or, to the Servicer's knowledge, threatened against the
Servicer, before any court or other Official Body having jurisdiction over the
Servicer or its properties (A) asserting the invalidity of this Agreement or any
of the Transaction Documents, (B) seeking to prevent the consummation of any of
the transactions contemplated by this Agreement or any of the Transaction
Documents, (C) seeking any determination or ruling that might materially and
adversely affect the performance by the Servicer of its obligations under, or
the validity or enforceability of, this Agreement or any of the Transaction
Documents, or (D) that could have a material adverse effect on the Transferred
Receivables;

                     (vii)  YEAR 2000 COMPLIANCE.  The Servicer and its
Subsidiaries have (i) undertaken a detailed review and assessment of all areas
within its business and operations (including its servicing operations) that
could be adversely affected by the failure of the Servicer or its Subsidiaries
to be Year 2000 Compliant on a timely basis, (ii) developed a detailed plan and
timetable for becoming Year 2000 Compliant on a timely basis, and
(iii) implemented and will implement that plan in accordance with that timetable
in all material respects;

                     (viii) NO CONSENTS.  The Servicer is not required to obtain
the consent of any other Person or any consent, license, approval or
authorization of, or registration or declaration with, any Official Body in
connection with the execution, delivery, performance, validity or enforceability
of this Agreement and the Transaction Documents to which it is party (in any
capacity); and

                     (ix)   CHIEF EXECUTIVE OFFICE.  The chief executive office
of AFL is located at 7825 Washington Avenue South, Suite 500, Minneapolis,
Minnesota 55439-2435.

              SECTION 8.7  PURCHASE OF RECEIVABLES UPON BREACH OF COVENANT OR
       REPRESENTATION AND WARRANTY.  The Borrower or the Servicer, as the case
       may be, shall inform the other

<PAGE>


       parties to this Agreement promptly, in writing, upon the discovery of any
       breach of the Servicer's representations and warranties and covenants
       pursuant to SECTION 8.5(a) or 8.6; PROVIDED, HOWEVER, that the failure to
       give any such notice shall not derogate from any obligation of the
       Servicer hereunder to repurchase any Transferred Receivable; PROVIDED,
       FURTHER that, the Backup Servicer shall have no duty to inquire into or
       to investigate the breach of any such representations and warranties and
       covenants.  Unless the breach shall have been cured by the last day of
       the first full calendar month following the discovery by or notice to the
       Servicer of the breach, the Servicer shall have an obligation, and the
       Borrower and the Agent shall (PROVIDED that it either has made such
       discovery or has received such notice thereof) enforce such obligation of
       the Servicer, to repurchase any Transferred Receivable materially and
       adversely affected by the breach.  The Borrower shall notify the Agent
       promptly, in writing, of any failure by the Servicer to so repurchase any
       Transferred Receivable.  In consideration of the purchase of the
       Transferred Receivable, the Servicer shall remit the Purchase Amount to
       the Collection Account on the date of such repurchase.

                     In addition to the foregoing and notwithstanding whether
       the related Transferred Receivable shall have been purchased by the
       Servicer, the Servicer shall indemnify the Backup Servicer, the
       Collateral Agent, the Borrower, the Agent and the other Secured Parties
       against all costs, expenses, losses, damages, claims and liabilities,
       including reasonable fees and expenses of counsel, which may be asserted
       against or incurred by any of them as a result of third party claims
       arising out of the events or facts giving rise to a breach of the
       covenants or representations and warranties set forth in SECTION 8.5(a)
       or 8.6.

              SECTION 8.8  TOTAL SERVICING FEE; PAYMENT OF CERTAIN EXPENSES BY
              SERVICER.

              (a)    Subject to, and in accordance with, the provisions of the
       Collateral Agent Agreement, on each Distribution Date, the Servicer shall
       be entitled to receive out of the Collection Account the Servicing Fee
       for the related Collection Period.

              (b)    The Servicer shall be required to pay all expenses incurred
       by it in connection with its activities under this Agreement (including
       taxes imposed on the Servicer).  The Servicer shall be liable for the
       fees and expenses of the Backup Servicer, the Lockbox Bank (and any fees
       under the Lockbox Agreement), the Custodian, the Collateral Agent and the
       Independent Accountants, to the extent such amounts have not been paid in
       accordance with the Collateral Agent Agreement.

              SECTION 8.9  SERVICER'S CERTIFICATE.

              (a)    No later than 5:00 p.m., New York City time, on each
       Determination Date, the Servicer shall deliver to the Backup Servicer,
       the Collateral Agent, the Borrower and the Agent a Servicer's Certificate
       executed by a Responsible Officer of the Servicer in the form attached
       hereto as EXHIBIT E.  Transferred Receivables purchased by the Servicer
       or AFL and each Transferred Receivable which became a Warranty Receivable
       or a Defaulted Receivable or a Delinquent Receivable or which was paid in
       full during the related Collection Period shall be identified by account
       number (as set forth in the Schedule of Receivables).

<PAGE>

              (b)    In addition to the information required by SECTION 8.9(a),
       the Servicer shall include in the copy of the Servicer's Certificate
       delivered to the Borrower and the Agent (i) whether any Facility
       Termination Event or Unmatured Facility Termination Event has occurred as
       of such Determination Date, (ii) whether any Facility Termination Event
       or Unmatured Facility Termination Event that may have occurred as of a
       prior Determination Date is deemed cured as of such Determination Date,
       (iii) the Delinquency Ratio and Portfolio Net Loss Ratio for such
       Determination Date and the Servicer Delinquency Ratio, Monthly Excess
       Spread Percentage and Net Yield as of the last day of the preceding
       Collection Period, (iv) whether a Level I-VI Trigger Event has occurred
       (specifying same) and the Stated Percentage and Required Reserve Account
       Amount for such Determination Date and (v) the Borrowing Base, Required
       Holdback and Deficiency Percentage for such Determination Date.

              SECTION 8.10  ANNUAL STATEMENT AS TO COMPLIANCE; NOTICE OF
       SERVICER TERMINATION EVENT.

              (a)    The Servicer shall deliver to the Backup Servicer, the
       Borrower, the Collateral Agent and the Agent, on or before March 31 (or
       90 days after the end of the Servicer's fiscal year, if other than
       December 31) of each year, beginning on March 31, 1999, an Officer's
       Certificate, dated as of December 31 (or other applicable date) of the
       immediately preceding year, stating that (i) a review of the activities
       of the Servicer during the preceding 12-month period (or such other
       period as shall have elapsed from the Closing Date to the date of the
       first such certificate) and of its performance under this Agreement has
       been made under such officer's supervision, and (ii) to such officer's
       knowledge, based on such review, the Servicer has fulfilled all its
       obligations under this Agreement throughout such period, or, if there has
       been a default in the fulfillment of any such obligation, specifying each
       such default known to such officer and the nature and status thereof.

              (b)    The Borrower or the Servicer shall deliver to the Backup
       Servicer, the Borrower, the Collateral Agent and the Agent, promptly
       after having obtained knowledge thereof, but in no event later than two
       Business Days thereafter, written notice in an Officer's Certificate of
       any event which is, or with the giving of notice or lapse of time, or
       both, would become a Servicer Termination Event under SECTION 13.1.

              SECTION 8.11  ANNUAL INDEPENDENT ACCOUNTANTS' REPORT

              (a)    The Servicer shall cause a firm of nationally recognized
       independent certified public accountants (the "INDEPENDENT ACCOUNTANTS"),
       who may also render other services to the Servicer or to AFL, to deliver
       to the Servicer, the Backup Servicer, the Borrower, the Collateral Agent
       and the Agent, on or before March 31 (or 90 days after the end of the
       Servicer's fiscal year, if other than December 31) of each year,
       beginning on March 31, 1999, with respect to the twelve months ended the
       immediately preceding December 31 (or other applicable date) (or such
       other period as shall have elapsed from the Closing Date to the date of
       such certificate), a statement (the "ACCOUNTANTS' REPORT") addressed to
       the Servicer,  the Collateral Agent and the Agent,  to the effect that
       such firm has audited the financial statements of the Servicer and issued
       its report thereon and that (i) such audit was made in

<PAGE>

       accordance with generally accepted auditing standards, and accordingly
       included such tests of the accounting records and such other auditing
       procedures as such firm considered necessary in the circumstances,
       (ii) certain agreed upon procedures were applied to three randomly
       selected Servicer's Certificates (which procedures shall be submitted for
       approval to the Agent, which approval shall not be unreasonably withheld)
       and (iii) the firm is independent of AFL and the Servicer within the
       meaning of the Code of Professional Ethics of the American Institute of
       Certified Public Accountants.

              (b)    The Servicer shall deliver a copy of the Accountants'
       Report, within 15 days of receipt, to the Agent and the Backup Servicer.

              (c)    In the event such Independent Accountants require the
       Collateral Agent or the Backup Servicer to agree to the procedures to be
       performed by such firm in any of the reports required to be prepared
       pursuant to this SECTION 8.11, the Servicer shall direct the Collateral
       Agent or the Backup Servicer, in writing to so agree; it being understood
       and agreed that the Collateral Agent and/or the Backup Servicer will
       deliver such letter of agreement in conclusive reliance upon the
       direction of the Servicer, and neither the Collateral Agent nor the
       Backup Servicer has made any independent inquiry or investigation as to,
       and shall have no obligation or liability in respect of, the sufficiency,
       validity or correctness of such procedures.

              SECTION 8.12  ACCESS TO CERTAIN DOCUMENTATION; WEEKLY REVIEW.

              (a)    The Servicer shall provide to representatives of the Backup
       Servicer, the Borrower, the Collateral Agent and the Agent reasonable
       access to the documentation regarding the Transferred Receivables
       including, without limitation, copies of the Dealer Underwriting Guides
       and the Servicing Procedures Manual.  Nothing in this SECTION 8.12 shall
       derogate from the obligation of the Servicer to observe any applicable
       law prohibiting disclosure of information regarding the Obligors, and the
       failure of the Servicer to provide access as provided in this SECTION
       8.12 as a result of such obligation shall not constitute a breach of this
       SECTION 8.12.

              (b)    The Agent shall have the right to direct Independent
       Accountants approved by the Agent to review information regarding the
       Transferred Receivables in accordance with the agreed upon procedures
       described in SECTION 7.1(l) or otherwise approved by the Agent.  The
       reviews will be performed weekly (commencing with the week following the
       date of the initial Advance); PROVIDED that if following the date of the
       most recent review under this SECTION 8.12(b) new Advances in excess of
       $50,000,000 are made, the Agent may direct the Independent Accountants to
       make an interim review under this SECTION 8.12(b) prior to the due date
       of the next weekly review.  The fees and expenses of the Independent
       Accountants shall be paid by the Servicer.

              SECTION 8.13  MONTHLY TAPE.  On or before the third Business Day,
       but in no event later than the fifth calendar day, of each month, the
       Servicer will deliver to the Backup Servicer the Monthly Tape in a format
       acceptable to the Backup Servicer containing the information with respect
       to the Transferred Receivables as of the last day of the immediately

<PAGE>

       preceding calendar month necessary for preparation of the Servicer's
       Certificate relating to the immediately succeeding Determination Date .
       Based solely on the information contained in the Monthly Tape and the
       Servicer's Certificate, the Backup Servicer shall verify the Aggregate
       Outstanding Principal Balance of the Total Receivables Pool.  The Backup
       Servicer shall recalculate the information contained in the Servicer's
       Certificate delivered by the Servicer, and shall certify to the Agent
       that it  is correct on its face or shall notify the Servicer and the
       Agent of any discrepancies, in each case, on or before the second
       Business Day following the Determination Date.  In the event that the
       Backup Servicer reports any discrepancies, the Servicer and the Backup
       Servicer shall attempt to reconcile such discrepancies prior to the
       related Distribution Date, but in the absence of a reconciliation, the
       Servicer's Certificate shall control for the purpose of calculations and
       distributions with respect to the related Distribution Date.  In the
       event that the Backup Servicer and the Servicer are unable to reconcile
       discrepancies with respect to a Servicer's Certificate by the related
       Distribution Date, the Servicer shall cause the Independent Accountants,
       at the Servicer's expense, to audit the Servicer's Certificate and, prior
       to the third Business Day, but in no event later than the fifth calendar
       day, of the following month, reconcile the discrepancies.  The effect, if
       any, of such reconciliation shall be reflected in the Servicer's
       Certificate for such next succeeding Determination Date.

                     In addition, the Servicer shall, if so requested by the
       Agent, deliver to the Backup Servicer its Collection Records and its
       Monthly Records as soon as practicable and in any event within one
       Business Day after demand therefor (which demand may be made at any time
       after the occurrence of a Facility Termination Event or a Servicer
       Termination Event or the occurrence of any event which, if uncured, with
       lapse of time or notice or lapse of time and notice, would constitute a
       Facility Termination Event or a Servicer Termination Event) and a
       computer tape containing as of the close of business on the date of
       demand all of the data maintained by the Servicer in computer format in
       connection with servicing the Transferred Receivables.

                     Other than the duties specifically set forth in this
       Agreement, the Backup Servicer shall have no obligations hereunder,
       including, without limitation, to supervise, verify, monitor or
       administer the performance of the Servicer.  The Backup Servicer shall
       have no liability for any actions taken or omitted by the Servicer.  The
       duties and obligations of the Backup Servicer shall be determined solely
       by the express provisions of this Agreement and no implied covenants or
       obligations shall be read into this Agreement against the Backup
       Servicer.

              SECTION 8.14  RETENTION OF SERVICER.  AFL hereby covenants and
       agrees to act as such under this Agreement for an initial term,
       commencing on the Closing Date and ending on December 31, 1998, which
       term shall be extendible by the Agent for successive quarterly terms
       ending on each successive March 31, June 30, September 30 and December 31
       (or, pursuant to revocable written standing instructions from time to
       time to the Servicer, for any specified number of terms greater than
       one). Each such notice (including each notice pursuant to standing
       instructions, which shall be deemed delivered at the end of successive
       quarterly terms for so long as such instructions are in effect) (a
       "SERVICER EXTENSION NOTICE") shall be delivered by the Agent to the
       Servicer.  AFL hereby agrees that, as of the date hereof
<PAGE>

and upon its receipt of any such Servicer Extension Notice, AFL shall
become bound, for the initial term beginning on the Closing Date and for
the duration of the term covered by such notice, to continue as the
Servicer subject to and in accordance with the other provisions of this
Agreement.

     SECTION 8.15 FIDELITY BOND.  The Servicer shall maintain a
fidelity bond in such form and amount as is customary for entities acting
as custodian of funds and documents in respect of consumer contracts on
behalf of institutional investors.

     SECTION 8.16  INSURANCE.  The Servicer shall maintain customary
amounts of insurance coverage, including, without limitation, commercial
crime coverage, employee dishonesty coverage, commercial auto coverage,
valuable papers and records coverage, coverage for fire, theft, workers
compensation, public liability, property damage and errors and omissions
coverage.  The Servicer shall be entitled to self-insure with respect to
such insurance so long as the long-term unsecured debt obligations of the
Servicer are rated in the second highest long-term debt category by each
of the Rating Agencies.

      SECTION 8.17  ACCOUNTS.

      (a)    The Servicer shall establish the Collection Account in the
name of the Collateral Agent for the benefit of the Secured Parties.  The
Collection Account shall be an Eligible Account and initially shall be a
segregated trust account established and maintained with the Collateral
Agent.  Amounts on deposit in the Collection Account shall be invested by
the Collateral Agent in Permitted Investments pursuant to written
instructions from the Servicer.  If the Collateral Agent does not receive
written direction from the Servicer any such amounts on deposit shall be
invested in the investment described in subclause (f) of the definition
of Permitted Investments.

     (b)    The Servicer shall establish the Reserve Account in the
name of the Collateral Agent for the benefit of the Secured Parties.  The
Reserve Account shall be an Eligible Account and initially shall be a
segregated trust account established and maintained with the Collateral
Agent.  Amounts on deposit in the Reserve Account shall be invested by
the Collateral Agent in Permitted Investments pursuant to written
instructions from the Servicer.  If the Collateral Agent does not receive
written direction from the Servicer any such amounts on deposit shall be
invested in the investment described in subclause (f) of the definition
of Permitted Investments.

     (c)    The Servicer shall establish the Collateral Account in the
name of the Collateral Agent for the benefit of the Secured Parties.  The
Collateral Account shall be an Eligible Account and initially shall be a
segregated trust account established and maintained with the Collateral
Agent.  The Collateral Agent shall deposit to the Collateral Account any
amount delivered to it by the Borrower and designated in writing to be
deposited in the Collateral Account.

     SECTION 8.18  COLLECTIONS.


<PAGE>

     (a)    Pursuant to the Lockbox Agreement, the Lockbox Bank shall
remit to the Collection Account within two Business Days of receipt
thereof (i) all payments by or on behalf of the Obligors and (ii) all
Recoveries, each as collected during the Collection Period.  In addition,
the Servicer shall remit, or cause to be remitted, all payments by or on
behalf of the Obligors received by the Servicer or the Borrower with
respect to the Transferred Receivables, all Recoveries, the purchase
price paid by AFL or the Servicer with respect to any Transferred
Receivables and all payments made to the Borrower under the Interest Rate
Hedges, no later than the Business Day following receipt directly
(without deposit into any intervening account) into the Collection
Account.

     (b)    The Servicer will be entitled to be reimbursed from amounts
on deposit in the Collection Account with respect to a Collection Period
for amounts previously deposited in the Collection Account but later
determined by the Servicer to have resulted from mistaken deposits or
postings or checks returned for insufficient funds.  The amount to be
reimbursed hereunder shall be paid to the Servicer on the related
Distribution Date upon certification by the Servicer of such amounts and
the provision of such information to the Collateral Agent and the Agent
as may be necessary in the opinion of the Agent to verify the accuracy of
such certification.  In the event that the Agent has not received
evidence satisfactory to it of the Servicer's entitlement to
reimbursement pursuant to this SECTION 8.18, the Agent shall give the
Collateral Agent written notice to such effect, following receipt of
which the Collateral Agent shall not make a distribution to the Servicer
in respect of such amount, or if the Servicer prior thereto has been
reimbursed, the Collateral Agent shall withhold such amounts from amounts
otherwise distributable to the Servicer on the next succeeding
Distribution Date.

     SECTION 8.19  APPLICATION OF COLLECTIONS.  For the purposes of
this Agreement, all collections for a Collection Period shall be applied
by the Servicer with respect to each Transferred Receivable as follows:
(i) in the case of a Pre-Computed Receivable, FIRST, with respect to the
Scheduled Payment of such Pre-Computed Receivable, to interest and
principal in accordance with the actuarial method, and, SECOND, to any
late fees accrued with respect to such Pre-Computed Receivable, and
(ii) in the case of a Simple Interest Receivable, to interest and
principal in accordance with the Simple Interest Method.  With respect to
Simple Interest Receivables, any prepayment of principal during each
Collection Period shall be immediately applied to reduce the Principal
Balance of such Receivable during such Collection Period.

                                  ARTICLE IX

                         GRANT OF SECURITY INTERESTS

     SECTION 9.1  BORROWER'S GRANT OF SECURITY INTEREST.  As security
for the prompt payment or performance in full when due, whether at stated
maturity, by acceleration or otherwise, of all Obligations, the Borrower
hereby assigns and pledges to the Collateral Agent, for the benefit of
the Secured Parties, and grants to the Collateral Agent, for the benefit
of the Secured Parties, a security interest in and lien upon, all of the
Borrower's right, title and interest in and to the following, in each
case whether now or hereafter existing or in which Borrower now has or
hereafter acquires an interest and wherever the same may be


<PAGE>

located (collectively, the "BORROWER COLLATERAL"):

     (a)    all Collateral;

     (b)    the Purchase Agreement, each Lockbox Agreement and all other
documents now or hereafter in effect relating to the purchase, servicing or
processing of Transferred Receivables (collectively, the "BORROWER ASSIGNED
AGREEMENTS"), including (i) all rights of the Borrower to receive moneys due and
to become due under or pursuant to the Borrower Assigned Agreements, (ii) all
rights of the Borrower to receive proceeds of any insurance, indemnity, warranty
or guaranty with respect to the Borrower Assigned Agreements, (iii) the
Borrower's right of foreclosure as lienholder of the vehicles underlying the
Receivables, (iv) claims of the Borrower for damages arising out of or for
breach of or default under the Borrower Assigned Agreements, and (v) the right
of the Borrower to amend, waive or terminate the Borrower Assigned Agreements,
to perform under the Borrower Assigned Agreements and to compel performance and
otherwise exercise all remedies and rights under the Borrower Assigned
Agreements; PROVIDED, that to the extent the foregoing applies to the
Transferred Receivables as well as other receivables originated and/or serviced
by AFL, the foregoing shall apply only to the Transferred Receivables;

     (c)    all of the following (the "BORROWER ACCOUNT COLLATERAL"):

            (i)  the Lockbox Account and all funds held in the
Lockbox Account and all certificates and instruments, if any, from time to time
representing or evidencing the Lockbox Account or such funds,

           (ii)  the Collection Account, all funds held in the
Collection Account, and all certificates and instruments, if any, from time to
time representing or evidencing the Collection Account or such funds,

          (iii)  the Reserve Account, all funds held in the Reserve
Account, and all certificates and instruments, if any, from time to time
representing or evidencing the Reserve Account or such funds,

           (iv)  the Collateral Account, all funds held in the
Collateral Account, and all certificates and instruments, if any, from time to
time evidencing the Collateral Account or such funds,

            (v)  all investments from time to time of amounts in the
Collection Account, Reserve Account and Collateral Account, and all certificates
and instruments, if any, from time to time representing or evidencing such
investments,

           (vi)  all notes, certificates of deposit and other
instruments from time to time delivered to or otherwise possessed by the
Collateral Agent or any Secured Party or any assignee or agent on behalf of the
Collateral Agent or any Secured Party in substitution for or in addition to any
of the then existing Borrower Account Collateral, and


<PAGE>

          (vii)  all interest, dividends, cash, instruments and other
property from time to time received, receivable or otherwise distributed in
respect of or in exchange for any and all of the then existing Borrower Account
Collateral;

     (d)    each Interest Rate Hedge including all rights of the Borrower to
receive moneys due and to become due thereunder;

     (e)    all additional property that may from time to time hereafter be
granted and pledged by the Borrower or by anyone on its behalf under this
Agreement, including the deposit with the Collateral Agent or the Agent of
additional moneys by the Borrower; and

     (f)    all proceeds, accessions, substitutions, rents, Recoveries and
profits of, or with respect to, any and all of the foregoing Borrower Collateral
(including proceeds that constitute property of the types described in SECTIONS
9.1(a) through (e) above) and, to the extent not otherwise included, all
payments under insurance (whether or not the Collateral Agent or a Secured Party
or any assignee or agent on behalf of the Collateral Agent or a Secured Party is
an additional insured thereunder or a loss payee thereof) or any indemnity,
warranty or guaranty payable by reason of loss or damage to or otherwise with
respect to any of the foregoing Borrower Collateral.

      SECTION 9.2  DELIVERY OF COLLATERAL.  All documents in the
Receivables File shall be delivered to and held by or on behalf of the
Custodian pursuant to the Custodial Agreement, and shall be in suitable
form for transfer by delivery.

      SECTION 9.3  BORROWER REMAINS LIABLE.  Notwithstanding anything in
this Agreement, (a) except to the extent of the Servicer's duties
hereunder, the Borrower shall remain liable under the Transferred
Receivables, Borrower Assigned Agreements and other agreements (including
each Interest Rate Hedge) included in the Borrower Collateral to perform
all of its duties and obligations thereunder to the same extent as if
this Agreement had not been executed, (b) the exercise by the Agent, a
Secured Party or the Collateral Agent of any of its rights under this
Agreement, the Custodial Agreement or the Collateral Agent Agreement
shall not release the Borrower, AFL or the Servicer from any of their
respective duties or obligations under the Transferred Receivables,
Borrower Assigned Agreements or other agreements included in the Borrower
Collateral, (c) the Agent, the Secured Parties, the Collateral Agent and
the Custodian shall not have any obligation or liability under the
Transferred Receivables, Borrower Assigned Agreements or other agreements
included in the Borrower Collateral by reason of this Agreement, the
Custodial Agreement or the Collateral Agent Agreement, and (d) neither
the Agent, the Collateral Agent, the Custodian nor any of the Secured
Parties shall be obligated to perform any of the obligations or duties of
the Borrower, AFL or the Servicer under the Transferred Receivables,
Borrower Assigned Agreements or other agreements included in the Borrower
Collateral or to take any action to collect or enforce any claim for
payment assigned under this Agreement.

      SECTION 9.4  COVENANTS OF THE BORROWER AND SERVICER REGARDING THE
COLLATERAL.

      (a)    OFFICES AND RECORDS.  The Borrower shall keep its chief
place of business and


<PAGE>

chief executive offices and the office where it keeps its records at the
location specified in SECTION 10.9 or, upon 60 days prior written notice
to the Collateral Agent and the Agent, at such other location in a
jurisdiction where all action required by SECTION 9.4(e) shall have been
taken with respect to the Borrower Collateral.  The Borrower and the
Servicer shall, for not less than three years or for such longer period
as may be required by law, from the date on which any Transferred
Receivable arose, maintain the records with respect to each Transferred
Receivable, including records of all payments received, credits granted
and merchandise returned.  The Borrower and the Servicer will permit
representatives of the Agent, the Backup Servicer, the Collateral Agent
and the Custodian at any time and from time to time during normal
business hours, and at such times outside of normal business hours as the
Agent, the Backup Servicer, the Collateral Agent and the Custodian shall
reasonably request, (i) to inspect and make copies of and abstracts from
such records, and (ii) to visit the properties of the Borrower or the
Servicer utilized in connection with the collection, processing or
servicing of the Transferred Receivables for the purpose of examining
such records, and to discuss matters relating to the Receivables or the
Borrower's or Servicer's performance under this Agreement with any
officer or employee of the Borrower or Servicer having knowledge of such
matters.  In connection therewith, the Agent, the Backup Servicer, the
Collateral Agent or the Custodian may institute procedures to permit it
to confirm the Obligor balances in respect of any Transferred
Receivables.  Each of the Borrower and the Servicer agrees to render to
the Agent, the Backup Servicer, the Collateral Agent and the Custodian
such clerical and other assistance as may be reasonably requested with
regard to the foregoing.  Without duplication of any obligations of the
Servicer set forth in clause (b) below, if a Facility Termination Event
shall have occurred and be continuing, promptly upon request therefor,
the Borrower or the Servicer shall deliver to the Collateral Agent and
the Agent records reflecting activity through the close of business on
the immediately preceding Business Day.

       (b)    MAINTAIN RECORDS OF TRANSFERRED RECEIVABLES.  The Servicer
shall, at its own cost and expense, maintain satisfactory and complete
records of the Collateral, including a record of all payments received
and all credits granted with respect to the Collateral and all other
dealings with the Collateral.  Each of the Borrower and the Servicer will
mark conspicuously with a legend, in form and substance satisfactory to
the Agent, its records, computer tapes, computer disks and credit files
pertaining to the Collateral, and its storage facilities where it
maintains information pertaining to the Collateral, to evidence this
Agreement and the assignment and security interest granted by this
ARTICLE IX.  Upon the occurrence and during the continuation of a
Facility Termination Event, the Borrower and Servicer shall (i) deliver
and turn over to the Backup Servicer or to its representatives, or at the
option of the Backup Servicer, shall provide the Backup Servicer or its
representatives with access to, after the occurrence of a Facility
Termination Event, at any time, and during all other times, during
ordinary business hours, on demand of the Backup Servicer, all of the
Borrower's and Servicer's facilities, personnel, books and records
pertaining to the Collateral, including all records, and (ii) allow the
Backup Servicer to occupy the premises of the Borrower and the Servicer
where such books and records are maintained, and utilize such premises,
the equipment thereon and any personnel of the Borrower or the Servicer
that the Backup Servicer may wish to employ to administer, service and
collect the Transferred Receivables.  The Backup Servicer will reimburse
the Servicer for the cost of the use of the


<PAGE>

portion of such premises, equipment and personnel used by the Backup
Servicer in accordance with the Facilities Management Agreement, dated as
of March 9, 1998 by and between Norwest and AFL.

       (c)    PERFORMANCE OF BORROWER ASSIGNED AGREEMENTS.  The Borrower
shall (i) perform and observe all the terms and provisions of the
Borrower Assigned Agreements and the Interest Rate Hedges to be performed
or observed by it, maintain the Borrower Assigned Agreements and the
Interest Rate Hedges in full force and effect, enforce the Borrower
Assigned Agreements and the Interest Rate Hedges in accordance with their
terms and take all such action to such end as may be from time to time
requested by the Agent, and (ii) upon request of the Agent, make to any
other party to the Borrower Assigned Agreements and the Interest Rate
Hedges such demands and requests for information and reports or for
action as the Borrower is entitled to make under the Borrower Assigned
Agreements and the Interest Rate Hedges.

       (d)    NOTICE OF ADVERSE CLAIM.  Each of the Borrower and the
Servicer shall advise the Agent and the Collateral Agent promptly, in
reasonable detail, (i) of any Adverse Claim known to it made or asserted
against any of the Borrower Collateral, and (ii) of the occurrence of any
event which would have a material adverse effect on the aggregate value
of the Borrower Collateral or on the assignments and security interests
granted by the Borrower in this Agreement.

        (e)    FURTHER ASSURANCES; FINANCING STATEMENTS.

               (i)    Each of the Borrower and the Servicer severally
agrees that at any time and from time to time, at its expense, it shall promptly
execute and deliver all further instruments and documents, and take all
reasonable further action, that may be necessary or desirable or that the Agent
or the Collateral Agent may reasonably request to perfect and protect the
assignments and security interests granted or purported to be granted by this
ARTICLE IX or to enable the Agent or the Collateral Agent to exercise and
enforce its rights and remedies under this Agreement and the Collateral Agent
Agreement with respect to any Borrower Collateral.  Without limiting the
generality of the foregoing, the Borrower shall execute and file such financing
or continuation statements, or amendments thereto, and such other instruments or
notices as may be necessary or desirable or that the Agent or the Collateral
Agent may reasonably request to protect and preserve the assignments and
security interests granted by this Agreement and the Collateral Agent Agreement.

               (ii)   The Borrower, the Agent and each Secured Party
hereby severally authorize the Collateral Agent to execute and file one or more
financing or continuation statements, and amendments thereto, relating to all or
any part of the Borrower Collateral without the signature of the Borrower, the
Agent or the Secured Parties where permitted by law.  A carbon, photographic or
other reproduction of this Agreement or any financing statement covering the
Borrower Collateral or any part thereof shall be sufficient as a financing
statement where permitted by law.  The Collateral Agent will promptly send to
the Borrower and the Agent any financing or continuation


<PAGE>

statements thereto which it files without the signature of the Borrower and will
promptly send to the Agent and the Borrower any financing or continuation
statements thereto which it files without the signature of the Agent except, in
the case of filings of copies of this Agreement as financing statements, the
Collateral Agent will promptly send the Borrower and the Agent, as the case may
be, the filing or recordation information with respect thereto.

               (iii)  Each of the Borrower and the Servicer shall furnish
to the Collateral Agent and the Agent from time to time such statements and
schedules further identifying and describing the Borrower Collateral and such
other reports in connection with the Borrower Collateral as the Collateral Agent
or the Agent may reasonably request, all in reasonable detail.

        SECTION 9.5  RELEASE OF BORROWER COLLATERAL.

        (a)    GENERALLY.  For purposes of selling and transferring
Receivables to third parties in connection with any Take-Out
Securitization, to the extent that (immediately after giving effect to
any requested release) there exists no Borrowing Base Deficiency and,
unless all Advances, Yield thereon and other amounts due hereunder have
been paid in full, there is no Facility Termination Event or Unmatured
Facility Termination Event, or, in connection with the purchase by the
Servicer of a Receivable pursuant to SECTION 8.4 or 8.7 or by AFL under
the Purchase Agreement, the Borrower may obtain releases of the
Collateral Agent's (for the benefit of the Secured Parties) security
interest in all or any part of the Borrower Collateral and from time to
time.  Each request (a "TRANSFER REQUEST") for a partial release of
Collateral, except in connection with the repurchase by the Servicer of a
Receivable pursuant to SECTION 8.4 or 8.7 or by AFL under the Purchase
Agreement, shall be addressed to the Agent (with a copy thereof sent by
the Borrower or the Servicer to the Collateral Agent), demonstrating
compliance with the immediately preceding sentence and acknowledging that
the receipt of proceeds from such sale or transfer shall be deposited
into the Collection Account.

       (b)    TRANSFERS.  With respect to each Transfer Request that is
received by the Agent by 12:00 noon, New York time, on a Business Day,
the Agent shall use due diligence and reasonable efforts to review such
Transfer Requests and instruct the Custodian (if AFL is not the
Custodian) to prepare the files, identified in each Transfer Request, for
shipment by 12:00 noon, New York time on the second succeeding Business
Day.

       (c)    CONTINUATION OF LIEN.  Unless released in writing by the
Collateral Agent, as herein provided, the security interest in favor of
the Collateral Agent, for the benefit of the Secured Parties, in all
Borrower Collateral shall continue in effect until such time as the
Collateral Agent shall have received payment in full of the proceeds from
the sale or transfer of such Borrower Collateral to third parties in
accordance with this SECTION 9.5.

       (d)    APPLICATION OF PROCEEDS; NO DUTY.  Neither of the Agent,
nor the Collateral Agent, nor any Secured Party shall be under any duty
at any time to credit Borrower for any amount due from any third party in
respect of any purchase of any Borrower Collateral contemplated above,
until the Collateral Agent has actually received such amount in
immediately available funds for deposit to the Collection Account.
Neither the Collateral Agent nor any Secured Party nor the Agent shall be
under any duty at any time to collect any


<PAGE>

amounts or otherwise enforce any obligations due from any third party in
respect of any such purchase of Receivables covered by the release of
such portion of Borrower Collateral or in respect of a securitization
thereof with a third party.

       (e)    REPRESENTATION IN CONNECTION WITH RELEASES, SALES AND
TRANSFERS.  The Borrower represents and warrants that each request for
any release or transfer in connection with other securitizations pursuant
to SECTION 9.5(a) shall automatically constitute a representation and
warranty to the Secured Parties, the Agent and the Collateral Agent to
the effect that immediately before and after giving effect to such
release or Transfer Request, there is no Facility Termination Event, or
Unmatured Facility Termination Event (including, without limitation a
Borrowing Base Deficiency).

       (f)    RELEASE OF SECURITY INTEREST.  Upon receipt of a Transfer
Request or, in connection with the purchase  by the Servicer of a
Receivable pursuant to SECTION 8.4 OR 8.7 or by AFL under the Purchase
Agreement, upon the Servicer's written request, and, in each case upon
receipt in the Collection Account of proceeds from the sale or transfer,
the Collateral Agent shall promptly release, at the Borrower's expense,
such part of Borrower Collateral covered in connection with the Transfer
Request or such Servicer's request and shall deliver, at the Borrower's
expense, the documents and certificates on the released portion of
Borrower Collateral to the trustee or such similar entity in connection
with any Take-Out Securitization or, in connection with the purchase by
the Servicer of a Receivable pursuant to SECTION 8.4 OR 8.7 or by AFL
under the Purchase Agreement, the Servicer; PROVIDED that the trustee or
such similar entity in connection with any Take-Out Securitization or the
Servicer, as the case may be, acknowledges and agrees (i) that all
proceeds thereof that it receives are held in trust for the Secured
Parties and (ii) at such time that the Agent shall instruct such trustee
to transfer such proceeds, the trustee shall transfer such funds pursuant
to such instructions.

                                    ARTICLE X

                  REPRESENTATIONS AND WARRANTIES OF THE BORROWER

       In order to induce the other parties hereto to enter into this
Agreement and, in the case of the Lenders, to make Advances hereunder,
the Borrower hereby represents and warrants to the Agent and the
Investors as to itself, as of the Closing Date and as of each Advance
Date, as follows:

       SECTION 10.1  ORGANIZATION AND GOOD STANDING.  The Borrower has
been duly organized and is validly existing as a corporation in good
standing under the laws of the State of Delaware, with power and
authority to own its properties and to conduct its business as such
properties are currently owned and such business is currently conducted.
The Borrower had at all relevant times and now has, power, authority and
legal right to acquire and own the Transferred Receivables and the Other
Conveyed Property, and to grant to the Collateral Agent a security
interest in the Transferred Receivables, the Other Conveyed Property and
the other Borrower Collateral and to enter into and perform its
obligations under this Agreement.


<PAGE>

       SECTION 10.2  DUE QUALIFICATION.  The Borrower is duly qualified
to do business as a foreign entity in good standing, and has obtained all
necessary licenses and approvals, in all jurisdictions in which the
ownership or lease of its property or the conduct of its business
requires such qualification.

       SECTION 10.3  POWER AND AUTHORITY.  The Borrower has the power and
authority to execute and deliver this Agreement and the other Transaction
Documents to which it is a party and to carry out its terms and their
terms, respectively; the Borrower has full power and authority to grant
to the Collateral Agent, for the benefit of the Secured Parties, a
perfected first priority security interest in the Transferred Receivables
and the other Borrower Collateral and has duly authorized such grant by
all necessary corporate action; and the execution, delivery and
performance of this Agreement and the other Transaction Documents to
which it is a party have been duly authorized by the Borrower by all
necessary corporate action.

       SECTION 10.4  SECURITY INTEREST; BINDING OBLIGATIONS.  This
Agreement and the Transaction Documents to which it is a party have been
duly executed and delivered and shall create a valid first priority
security interest (except, as to priority, for any tax liens or mechanics
liens that may arise after the Closing Date) in the Borrower Collateral
in favor of the Collateral Agent, on behalf of the Secured Parties,
enforceable against the Borrower and creditors of and purchasers from the
Borrower; and this Agreement and the other Transaction Documents to which
it is a party constitute legal, valid and binding obligations of the
Borrower enforceable in accordance with their respective terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization
or other similar laws affecting the enforcement of creditors' rights
generally and by equitable limitations on the availability of specific
remedies, regardless of whether such enforceability is considered in a
proceeding in equity or at law.

       SECTION 10.5  NO VIOLATION.  The consummation of the transactions
contemplated by this Agreement and the other Transaction Documents to
which it is a party, and the fulfillment of the terms of this Agreement
and the other Transaction Documents to which it is a party, shall not
conflict with, result in any breach of any of the terms and provisions
of, or constitute (with or without notice or lapse of time) a default
under, the certificate of incorporation or bylaws of the Borrower, or any
indenture, agreement, mortgage, deed of trust or other instrument to
which the Borrower is a party or by which it is bound or any of its
properties are subject, or result in the creation or imposition of any
Lien upon any of its properties pursuant to the terms of any such
indenture, agreement, mortgage, deed of trust or other instrument, other
than this Agreement, or violate any law, order, rule or regulation
applicable to the Borrower of any Official Body having jurisdiction over
the Borrower or any of its properties, or in any way adversely affect the
Borrower's ability to perform its obligations under this Agreement or the
other Transaction Documents to which it is a party.

       SECTION 10.6  NO PROCEEDINGS.  There are no proceedings or
investigations pending or, to the Borrower's knowledge, threatened
against the Borrower, before any court or other Official Body having
jurisdiction over the Borrower or its properties (A) asserting the


<PAGE>

invalidity of this Agreement or any of the other Transaction Documents,
(B) seeking to prevent 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 Borrower of its obligations
under, or the validity or enforceability of, this Agreement or any of the
other Transaction Documents, (D) involving the Borrower or (E) that could
have a material adverse effect on the Transferred Receivables.

       SECTION 10.7  NO CONSENTS.  The Borrower is not required to obtain
the consent of any other Person or any consent, license, approval or
authorization of, or registration or declaration with, any Official Body
in connection with the execution, delivery, performance, validity or
enforceability of this Agreement or the other Transaction Documents to
which it is a party.

       SECTION 10.8  USE OF PROCEEDS.  No proceeds of any Advance will be
used by the Borrower to acquire any security in any transaction which is
subject to Section 13 or 14 of the Securities Exchange Act of 1934, as
amended.

       SECTION 10.9  CHIEF EXECUTIVE OFFICE.  The chief executive office
of the Borrower is located at 7825 Washington Avenue South, Suite 901,
Minneapolis, Minnesota 55439-2435.

       SECTION 10.10  SOLVENCY.  The Borrower is solvent and will not
become insolvent after giving effect to the transactions contemplated by
this Agreement and the Transaction Documents.  The Borrower has no
Indebtedness to any Person other than pursuant to this Agreement and the
other Transaction Documents.  The Borrower, after giving effect to the
transactions contemplated by this Agreement and the other Transaction
Documents, will have an adequate amount of capital to conduct its
business in the foreseeable future.

       SECTION 10.11  TAX TREATMENT.  For federal income tax purposes,
each Transferred Receivable and the related Other Conveyed Property will
be treated as owned by AFL and its consolidated subsidiaries, including
the Borrower.  For accounting purposes, the Borrower will treat the
purchase or absolute assignment of each Transferred Receivable and Other
Conveyed Property pursuant to the Purchase Agreement as a purchase or
absolute assignment of AFL's full right, title and ownership interest in
such Transferred Receivable and Other Conveyed Property (and those
Transferred Receivables and Other Conveyed Property contributed to the
Borrower by AFL pursuant to the Purchase Agreement shall be accounted for
as an increase in the stated capital of the Borrower) and the Borrower
has not in any other manner accounted for or treated the transfer to it
of Transferred Receivables and Other Conveyed Property.

       SECTION 10.12  COMPLIANCE WITH LAWS.  The Borrower has complied
and will comply in all material respects with all applicable laws, rules,
regulations, judgments, agreements, decrees and orders with respect to
its business and properties and all Borrower Collateral.

       SECTION 10.13  TAXES.  The Borrower has filed on a timely basis
all tax returns


<PAGE>

(including, without limitation, foreign, federal, state, local and
otherwise) required to be filed, is not liable for taxes payable by any
other Person and has paid or made adequate provisions for the payment of
all taxes, assessments and other governmental charges due from the
Borrower.  No tax lien or similar adverse claim has been filed, and no
claim is being asserted, with respect to any such tax, assessment or
other governmental charge.  Any taxes, fees and other governmental
charges payable by the Borrower in connection with the execution and
delivery of this Agreement and the other Transaction Documents and the
transactions contemplated hereby or thereby including the transfer of
each Transferred Receivable and Other Conveyed Property to the Borrower
have been paid or shall have been paid if and when due at or prior to the
Closing Date and the relevant Purchase Date, as the case may be.

       SECTION 10.14  CERTIFICATES.  Each Servicer's Certificate and
Borrowing Base Confirmation is accurate in all material respects as of
the date thereof.

       SECTION 10.15  NO LIENS, ETC.  The Borrower Collateral and each
part thereof is owned by the Borrower free and clear of any Adverse Claim
or restrictions on transferability and the Borrower has the full right,
corporate power and lawful authority to assign, transfer and pledge the
same and interests therein, and upon the making of each Advance, the
Collateral Agent, for the benefit of the Secured Parties, will have
acquired a perfected, first priority and valid security interest (except,
as to priority, for any tax lien or mechanics liens that may arise after
the Closing Date) in such Borrower Collateral, free and clear of any
Adverse Claim or restrictions on transferability.  No effective financing
statement or other instrument similar in effect covering all or any part
of the Borrower Collateral is on file in any recording office, except
such as may have been filed in favor of the Collateral Agent as "Secured
Party" pursuant to ARTICLE IX of this Agreement or, with respect to the
Transferred Receivables, in favor of the Borrower pursuant to the
Purchase Agreement.

       SECTION 10.16  PURCHASE AND SALE.  Each Transferred Receivable and
Other Conveyed Property was purchased by, or contributed to, the Borrower
on the relevant Purchase Date pursuant to the Purchase Agreement.

       SECTION 10.17  INVESTMENT COMPANY ACT OF 1940.  Each purchase of
Transferred Receivables and Other Conveyed Property under the Purchase
Agreement will constitute a purchase or other acquisition of notes,
drafts, acceptances, open accounts receivable or other obligations
representing part or all of the sales price of merchandise, insurance or
services within the meaning of Section 3(c)(5) of the Investment Company
Act of 1940, as amended.

       SECTION 10.18  INFORMATION TRUE AND CORRECT.  All information
heretofore or hereafter furnished by or on behalf of the Borrower to any
Lender, the Agent or the Collateral Agent in connection with this
Agreement or any transaction contemplated hereby is and will be true and
complete in all material respects and does not and will not omit to state
a material fact necessary to make the statements contained therein not
misleading.

       SECTION 10.19  ERISA COMPLIANCE.  The Borrower is in compliance
with ERISA and has not incurred and does not expect to incur any
liabilities (except for premium payments arising in the ordinary course
of business) to the Pension Benefit Guaranty


<PAGE>

Corporation (or any successor thereto) under ERISA.

       SECTION 10.20  FINANCIAL OR OTHER CONDITION.  There has been no
material adverse change in the condition (financial or otherwise),
business, operations, results of operations, or properties of the
Borrower.

       SECTION 10.21  INVESTMENT COMPANY STATUS.  The Borrower is not an
"investment company" or an "affiliated person" of, or "promoter" or
"principal underwriter" for, an "investment company," as such terms are
defined in the Investment Company Act of 1940, as amended.

       SECTION 10.22  NO TRADE NAMES.  The Borrower has no trade names,
fictitious names, assumed names or "doing business as" names.

       SECTION 10.23  SEPARATE CORPORATE EXISTENCE.  The Borrower is
operated as an entity with assets and liabilities distinct from those of
AFL and any other Affiliates of the Borrower, and the Borrower hereby
acknowledges that the Agent and each of the Lenders are entering into the
transactions contemplated by this Agreement in reliance upon the
Borrower's identity as a separate legal entity from AFL and each such
Affiliate.  Since its incorporation, the Borrower has been (and will be)
operated in such a manner as to comply with the covenants set forth in
SECTION 11.5.

              There is not now, nor will there be at any time in the
future, any agreement or understanding between AFL and the Borrower
(other than as expressly set forth herein) providing for the allocation
or sharing of obligations to make payments or otherwise in respect of any
taxes, fees, assessments or other governmental charges.
       SECTION 10.24  INVESTMENTS.  The Borrower does not own or hold,
directly or indirectly, any capital stock or equity security of, or any
equity interest in, any Person.

       SECTION 10.25  REPRESENTATION AND WARRANTIES TRUE AND CORRECT.
Each of the representations and warranties of the Borrower contained in
this Agreement and the other Transaction Documents is true and correct in
all material respects and the Borrower hereby makes each such
representation and warranty to, and for the benefit of, the Investors,
the Agent and the Collateral Agent as if the same were set forth in full
herein.

       SECTION 10.26  TRANSACTION DOCUMENTS.  The Purchase Agreement is
the only agreement pursuant to which the Borrower purchases and receives
contributions of Receivables, and the Transaction Documents delivered to
the Agent represent all material agreements between AFL, on the one hand,
and the Borrower, on the other.  The Borrower has furnished to the Agent
true, correct and complete copies of each Transaction Document to which
the Borrower is a party, each of which is in full force and effect.
Neither the Borrower nor any Affiliate party thereto is in default of any
of its obligations thereunder in any material respect.  Upon the purchase
and/or contribution of each Receivable pursuant to the Purchase
Agreement, the Borrower shall be the lawful owner of, and have good title
to, such Receivable and all assets relating thereto, free and clear of
any Liens.  All such assets are transferred to the Borrower without
recourse to AFL except as described in the Purchase


<PAGE>

Agreement.  The purchases of such assets by the Borrower constitute valid
and true sales for consideration (and not merely a pledge of such assets
for security purposes) and the contributions of such assets received by
the Borrower constitute valid and true transfers for consideration, each
enforceable against creditors of AFL, and no such assets shall constitute
property of AFL.

       SECTION 10.27  OWNERSHIP OF THE BORROWER. One hundred percent
(100%) of the outstanding capital stock of the Borrower is directly owned
(both beneficially and of record) by AFL free and clear of any Liens.
Such stock is validly issued, fully paid and nonassessable and there are
no options, warrants or other rights to acquire capital stock from the
Borrower.

       SECTION 10.28  ELIGIBLE RECEIVABLES.  All Receivables included in
the Borrowing Base as of the most recently delivered Servicer's
Certificate or Borrowing Base Confirmation are Eligible Receivables.

                                    ARTICLE XI

                            COVENANTS OF THE BORROWER

       From the date hereof until the first day, following the Commitment
Termination Date, on which all Obligations shall have been finally and
fully paid and performed, the Borrower hereby covenants and agrees with
the Investors and the Agent as follows:

       SECTION 11.1  PROTECTION OF SECURITY INTEREST OF THE SECURED
PARTIES.

       (a)    At or prior to the Closing Date, the Borrower shall have
filed or caused to be filed UCC-1 financing statements, executed by the
Borrower as debtor, naming the Collateral Agent (for the benefit of the
Secured Parties) as secured party and describing the Collateral, with the
office of the Secretary of State of the State of Minnesota and in such
other locations as may be necessary to perfect the security interests
intended to be granted hereby or as the Agent shall have required.  From
time to time thereafter, the Borrower shall execute and file such
financing statements and cause to be executed and filed such continuation
statements, all in such manner and in such places as may be required by
law fully to preserve, maintain and protect the interest of the
Collateral Agent and the Secured Parties under this Agreement in the
Borrower Collateral and in the proceeds thereof.  The Borrower shall
deliver (or cause to be delivered) to the Agent file-stamped copies of,
or filing receipts for, any document filed as provided above, as soon as
available following such filing.  In the event that the Borrower fails to
perform its obligations under this subsection, the Agent or the
Collateral Agent at the direction of the Agent, may do so, in each case
at the expense of the Borrower.

       (b)    The Borrower shall not change its name, identity, or
corporate structure in any manner that would, could or might make any
financing statement or continuation statement filed by the Borrower (or
by the Agent or the Collateral Agent on behalf of the Borrower) in
accordance with paragraph (a) above seriously misleading within the
meaning of Section  9-402(7) of the UCC, unless the Borrower shall have
given the Agent at least 60 days prior written notice


<PAGE>

thereof, and shall promptly file appropriate amendments to all previously
filed financing statements and continuation statements.

       (c)    The Borrower shall give the Agent at least 60 days prior
written notice of any relocation of its principal executive office if, as
a result of such relocation, the applicable provisions of the UCC would
require the filing of any amendment of any previously filed financing or
continuation statement or of any new financing statement.  The Borrower
shall at all times maintain its principal executive office within the
United States of America.

       (d)    The Borrower shall maintain its computer systems, if any,
so that, from and after the time of the first Advance under this
Agreement, the Borrower's master computer records (including archives)
that shall refer to the Collateral indicate clearly that such Collateral
is subject to first priority security interest in favor of the Collateral
Agent, for the benefit of the Secured Parties.  Indication of the
Collateral Agent's (for the benefit of the Secured Parties) security
interest shall be deleted from or modified on the Borrower's computer
systems when, and only when, the Collateral in question shall have been
paid in full.

       (e)    If at any time the Borrower shall propose to sell, grant a
security interest in, or otherwise transfer any interest in motor vehicle
receivables to any prospective purchaser, lender or other transferee, the
Borrower shall give to such prospective purchaser, lender, or other
transferee computer tapes, records, or print-outs (including any restored
from archives) that, if they shall refer in any manner whatsoever to any
Collateral shall indicate clearly that such Collateral is subject to a
first priority security interest in favor of the Collateral Agent, for
the benefit of the Secured Parties.

       SECTION 11.2  REPORTING REQUIREMENTS.  The Borrower shall furnish,
or cause to be furnished, to the Agent and the Collateral Agent:

 (a)    as soon as available and in any event within 90 days (or next
succeeding Business Day if the last day of such period is not a Business Day)
after the end of each fiscal year, a copy of the audited consolidated financial
statements for such year for AFL and its consolidated Subsidiaries, certified,
without qualification by Independent Accountants acceptable to the Agent and
each other report or statement sent to shareholders or publicly filed by AFL or
the Borrower;

 (b)    as soon as available and in any event within 45 days (or next
succeeding Business Day if the last day of such period is not a Business Day)
after the end of each of the first three quarters of each fiscal year of AFL, a
consolidated balance sheet of AFL and its consolidated Subsidiaries as of the
end of such quarter and including the prior comparable period, and consolidated
statements of income and retained earnings, of AFL and its consolidated
Subsidiaries for such quarter and for the period commencing at the end of the
previous fiscal year and ending with the end of such quarter, certified by the
chief financial officer or chief accounting officer of AFL identifying such
documents as being the documents described in this paragraph (c) and stating
that the information set forth therein fairly presents the financial condition
of AFL and its consolidated Subsidiaries as of and for the periods then ended,
subject to year-end adjustments consisting only of normal, recurring accruals
and confirming that AFL is


<PAGE>

in compliance with all financial covenants in this Agreement;

 (c)    as soon as possible and in any event within five days after the
occurrence of a Facility Termination Event or an Unmatured Facility Termination
Event, the statement of the chief executive officer of the Borrower setting
forth complete details of such Facility Termination Event or Unmatured Facility
Termination Event and the action which the Borrower has taken, is taking and
proposes to take with respect thereto; and

 (d)    promptly, from time to time, such other information, documents,
records or reports respecting the Transferred Receivables, the Other Conveyed
Property or the Financed Vehicles related thereto, the other Borrower Collateral
or the condition or operations, financial or otherwise, of the Borrower, or AFL
or any of its Subsidiaries, as the Agent may, from time to time, reasonably
request.

        SECTION 11.3  PRESERVATION OF EXISTENCE.  The Borrower shall
 observe all procedures required by its organizational documents and
 by-laws and preserve and maintain its existence, rights, franchises and
 privileges in the jurisdiction of its incorporation, and qualify and
 remain qualified in good standing in each jurisdiction where the failure
 to preserve and maintain such existence, rights, franchises, privileges
 and qualifications would materially adversely affect (1) the interests
 hereunder of the Agent or any Affected Person, (2) the collectibility of
 any Receivable or (3) its ability to perform its obligations hereunder or
 under any of the other Transaction Documents.

        SECTION 11.4  KEEPING OF RECORDS AND BOOKS OF ACCOUNT.  The
 Borrower shall maintain and implement (or cause the Servicer to maintain
 and implement) administrative and operating procedures (including,
 without limitation, an ability to recreate records evidencing the
 Receivables in the event of the destruction of the originals thereof) and
 keep and maintain, all documents, books, records and other information
 reasonably necessary or advisable for the collection of all Transferred
 Receivables (including, without limitation, records adequate to permit
 the daily identification of all collections of and adjustments to each
 Transferred Receivable).

        SECTION 11.5  SEPARATE CORPORATE EXISTENCE.  The Borrower shall
 take all reasonable steps (including, without limitation, all steps that
 the Agent may from time to time reasonably request) to maintain the
 Borrower's identity as a separate legal entity from AFL or any of its
 Affiliates and to make it manifest to third parties that the Borrower is
 an entity with assets and liabilities distinct from those of AFL and each
 other Affiliate thereof.  Without limiting the generality of the
 foregoing, the Borrower shall:

 (a)    conduct business correspondence in its own name, hold regular
meetings of, or obtain regular written consents from, its Board of Directors and
maintain appropriate books and records;

 (b)    except as set forth in its certificate of incorporation, not
permit any limitation on the authority of its own directors and officers to
conduct its business and affairs in accordance with their independent business
judgment, and shall not authorize or suffer any Person other than its own
directors and officers to act on its behalf with respect to matters (other than
matters


<PAGE>

customarily delegated to others under powers of attorney) for which a
corporation's own directors and officers would customarily be responsible;

     (c)    subject to the terms of the Custodial Agreement, maintain or 
cause to be maintained by an agent of the Borrower under the Borrower's 
control physical possession of all its books and records;

     (d)    maintain capitalization adequate for the conduct of its business;

     (e)    account for and manage its liabilities separately from those of 
any other Person, including, without limitation, payment of all payroll and 
other administrative expenses and taxes from its own assets;

     (f)    maintain its assets separately from those of any other Person;

     (g)    maintain offices through which its business is conducted separate 
from those of AFL and any Affiliates of AFL (PROVIDED that, to the extent 
that AFL and any of its Affiliates have offices in the same location, there 
shall be a fair and appropriate allocation of overhead costs and expenses 
among them, and each such entity shall bear its fair share of such expenses);

     (h)    not commingle its funds with those of AFL or any Affiliate of AFL 
or any Affiliates of the Borrower except to the extent contemplated herein, 
or use its funds for other than the Borrower's uses; and

     (i)    ensure that any financial reports required of the Borrower shall 
comply with GAAP and shall be issued separately from, but may be consolidated 
with, any reports prepared by any of its Affiliates.

      SECTION 11.6  INTEREST RATE HEDGES.  The Borrower shall maintain,
at all times on and after the date of the initial Advance hereunder,
Interest Rate Hedges (a) between the Borrower and (i) CSFB or any of its
Affiliates or (ii) any other bank or other financial institution whose
long-term rating is at least AA- from S&P and Aa3 from Moody's and whose
short-term unsecured debt obligation rating is at least A-1/P-1 by S&P
and Moody's, respectively, and is reasonably acceptable to the Agent,
(b) with a notional principal amount not less than the outstanding
principal amount of the Advances and with a final maturity date no
earlier than the date of the last required Scheduled Payment of any
Receivable in the Total Receivables Pool, (c) which have a strike price
no greater than the Maximum Interest Rate Cap Strike Price and (d) which
are otherwise in form and substance reasonably acceptable to the Agent.

       SECTION 11.7  TANGIBLE NET WORTH.  The Borrower shall maintain at
all times a positive Tangible Net Worth.

       SECTION 11.8  TAKE-OUT SECURITIZATION.  The Borrower shall effect
or cause an Affiliate to effect a Take-Out Securitization no more than
six months after the Closing Date and thereafter no more than four months
after the immediately preceding Take-Out


<PAGE>

Securitization.

       SECTION 11.9  SALES, LIENS, ETC., AGAINST RECEIVABLES AND RELATED
ASSETS.  The Borrower shall not, except as otherwise provided herein,
sell, assign (by operation of law or otherwise) or otherwise dispose of,
or create or suffer to exist, any Lien upon or with respect to, any
Transferred Receivable or any other Borrower Collateral.

       SECTION 11.10  STOCK, MERGER, CONSOLIDATION, ETC.  The Borrower
shall not

       (a)    Merge or consolidate with or into, or sell, convey,
transfer, exchange, lease or otherwise dispose of (whether in one
transaction or in a series of transactions) all or substantially all of
its assets (whether now owned or hereafter acquired) to, acquire all or
substantially all of the assets of, any Person or division of any Person;
or, except as expressly permitted under the terms of this Agreement and
its certificate of incorporation, sell, convey, transfer, exchange, lease
or otherwise dispose of any of its assets; or

       (b)    Issue or allow the issuance of any shares of its capital
stock or rights, warrants or options in respect of its capital stock,
other than the shares of common stock which are and shall at all times
during the term of this Agreement be legally and beneficially owned by
AFL, free and clear of all Liens.

       SECTION 11.11  CHANGE IN CORPORATE NAME.  The Borrower shall not
make any change to its corporate name or use any trade names, fictitious
names, assumed names or "doing business as" names.

       SECTION 11.12  INDEBTEDNESS.  The Borrower shall not incur,
create, assume, suffer to exist or otherwise become liable with respect
to any Indebtedness other than (i) hereunder and under the Purchase
Agreement and (ii) other Indebtedness for operational expenses of the
Borrower in an amount not to exceed $50,000 at any one time outstanding.

       SECTION 11.13  GUARANTEES.  The Borrower shall not guarantee,
endorse or otherwise be or become contingently liable (including by
agreement to maintain balance sheet tests) in connection with the
obligations of any other Person, except endorsements of negotiable
instruments for collection in the ordinary course of business and
reimbursement or indemnification obligations in favor of the Agent or any
Affected Person as provided for under this Agreement.

       SECTION 11.14  LIMITATION ON TRANSACTIONS WITH AFFILIATES.  The
Borrower shall not enter into, or be a party to any transaction with any
Affiliate of the Borrower, except for (a) the transactions contemplated
by the Transaction Documents and (b) to the extent not otherwise
prohibited under this Agreement, other transactions in the nature of
employment contracts and directors' fees, upon fair and reasonable terms
materially no less favorable to the Borrower than would be obtained in a
comparable arm's-length transaction with a Person not an Affiliate.

       SECTION 11.15  DOCUMENTS.  The Borrower shall not cancel or
terminate any of the


<PAGE>

Transaction Documents to which it is party (in any capacity), or consent
to or accept any cancellation or termination of any of such agreements,
or amend or otherwise modify any term or condition of any of the
Transaction Documents to which it is party (in any capacity) or give any
consent, waiver or approval under any such agreement, or waive any
default under or breach of any of the Transaction Documents to which it
is party (in any capacity) or take any other action under any such
agreement not required by the terms thereof, unless (in each case) the
Agent shall have consented thereto; PROVIDED that the consent of the
Agent shall not be required to add additional parties to the Lock-Box
Agreement in accordance with paragraph 2 thereof.

       SECTION 11.16  CHARTER AND BY-LAWS. The Borrower shall not amend,
modify or otherwise change any of the terms or provisions in its
certificate of incorporation, its by-laws, any document setting forth the
designation, amount, relative rights, limitations and preferences of any
class or series of its capital stock, and in each case, any equivalent
documents, as in effect on the date hereof, without the prior written
consent of the Agent.

       SECTION 11.17  ACCOUNTING TREATMENT.  The Borrower shall not
prepare any financial statements or other statements (including any tax
filings which are not consolidated with those of AFL) which shall account
for the transactions contemplated by the Purchase Agreement in any manner
other than as the sale of, or a capital contribution of, the Transferred
Receivables and the related assets by AFL to the Borrower.

       SECTION 11.18  LIMITATION ON INVESTMENTS.  The Borrower shall not
form, or cause to be formed, any Subsidiaries; or make or suffer to exist
any loans or advances to, or extend any credit to, or make any
investments (by way of transfer of property, contributions to capital,
purchase of stock or securities or evidences of indebtedness, acquisition
of the business or assets, or otherwise) in, any Affiliate or any other
Person except as otherwise permitted herein and pursuant to the Purchase
Agreement.

       SECTION 11.19  DIVIDENDS.  The Borrower shall not declare or make
(a) payment of any dividend or other distribution on or in respect of any
shares of its capital stock, or (b) any payment on account of the
purchase, redemption, retirement or acquisition of any option, warrant or
other right to acquire shares of its capital stock unless (in each case)
at the time of such declaration or payment (and after giving effect
thereto) no Facility Termination Event or Unmatured Facility Termination
Event shall occur or be continuing and no amount payable by the Borrower
under any Transaction Document is then due and owing but unpaid.

       SECTION 11.20  OTHER LIENS OR INTERESTS.  Except for the security
interest granted hereunder, the Borrower will not sell, pledge, assign or
transfer to any other Person, or grant, create, incur, assume or suffer
to exist any Lien on the Borrower Collateral or any interest therein, and
the Borrower shall defend the right, title, and interest of the
Collateral Agent (for the benefit of the Secured Parties), in and to the
Borrower Collateral against all claims of third parties claiming through
or under the Borrower.

                                   ARTICLE XII


<PAGE>

                                    THE SERVICER

        SECTION 12.1  LIABILITY OF SERVICER; INDEMNITIES.

       (a)    The Servicer shall be liable hereunder only to the extent
of the obligations in this Agreement and the other Transaction Documents
specifically undertaken by the Servicer and the representations made by
the Servicer.

       (b)    The Servicer shall defend, indemnify and hold harmless each
Indemnified Party from and against any and all costs, expenses, losses,
damages, claims, liabilities, penalties, fines, forfeitures and
judgments, including reasonable fees and expenses of counsel and expenses
of litigation arising out of or resulting from the use, ownership or
operation of any Financed Vehicle related to a Transferred Receivable.

       (c)    The Servicer shall indemnify, defend and hold harmless each
Indemnified Party from and against any taxes that may at any time be
asserted against such Indemnified Party with respect to the transactions
contemplated in this Agreement, including, without limitation, any sales,
gross receipts, general corporation, tangible personal property,
privilege or license taxes (but not including any income taxes or taxes
asserted with respect to, and as of the date of, the sale of the
Receivables to the Borrower) and costs and expenses in defending against
the same.

       (d)    The Servicer shall indemnify, defend and hold harmless each
Indemnified Party from and against any and all costs, expenses, losses,
claims, penalties, fines, forfeitures, judgments, damages and liabilities
to the extent that such cost, expense, loss, claim, penalty, fine,
forfeiture, judgment, damage or liability arose out of, or was imposed
upon such Indemnified Party by reason of the breach of this Agreement or
any other Transaction Document to which it is party by the Servicer, the
negligence (other than good faith errors in judgment made in the course
of servicing the Receivables), misfeasance, or bad faith of the Servicer
in the performance of its duties under this Agreement or by reason of
negligent disregard of its obligations and duties under this Agreement.

       (e)    Indemnification under this SECTION 12.1 shall survive the
termination of this Agreement and shall include reasonable fees and
expenses of counsel and expenses of litigation.  If the Servicer has made
any indemnity payments pursuant to this SECTION 12.1 and the recipient
thereafter collects any of such amounts from others, the recipient shall
promptly repay such amounts collected to the Servicer, without interest.

       (f)    Notwithstanding the indemnity provisions contained in
SECTIONS 12.1(b) through (e), the Servicer shall not be required to
indemnify any Indemnified Party against any costs, expenses, losses,
damages, claims or liabilities to the extent the same shall have been (i)
caused by the misfeasance, bad faith or gross negligence of such party,
or (ii) suffered by reason of uncollectible or uncollected Receivables
not caused by the Servicer's negligence (other than good faith errors in
judgment made in the course of servicing the Receivables), misfeasance or
bad faith.


<PAGE>

       (g)    If for any reason (other than the exclusions (i) and (ii)
set forth in SECTION 12.1(f)) the indemnification provided above in
SECTION 12.1 is unavailable to an Indemnified Party or is insufficient to
hold an Indemnified Party harmless, then the Servicer shall contribute to
the amount paid or payable by such Indemnified Party as a result of such
loss, claim, damage or liability in such proportion as is appropriate to
reflect not only the relative benefits received by such Indemnified
Party, on the one hand, and the Servicer, on the other hand, but also the
relative fault of such Indemnified Party, on the one hand, and the
Servicer, on the other hand, as well as any other relevant equitable
considerations.

       (h)    Notwithstanding anything to the contrary contained in this
Agreement, the successor Servicer, if Norwest, shall have no liability or
obligation with respect to any Servicer indemnification obligations other
than those set forth in subsection (d) hereof due to the gross
negligence, wilful misfeasance or bad faith of the successor Servicer in
the performance of its duties under this Agreement.

       SECTION 12.2  MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE
OBLIGATIONS OF, THE SERVICER OR BACKUP SERVICER.

       (a)    The Servicer shall not merge or consolidate with any other
Person, convey, transfer or lease substantially all its assets as an
entirety to another Person, or permit any other Person to become the
successor to the Servicer's business unless, after the merger,
consolidation, conveyance, transfer, lease or succession, the successor
or surviving entity shall be an Eligible Servicer, shall be acceptable to
the Agent and the Required Lenders and shall be capable of fulfilling the
duties of the Servicer contained in this Agreement.  Any Person (i) into
which the Servicer may be merged or consolidated, (ii) resulting from any
merger or consolidation to which the Servicer shall be a party,
(iii) which acquires by conveyance, transfer, or lease substantially all
of the assets of the Servicer, or (iv) succeeding to the business of the
Servicer, in any of the foregoing cases shall execute an agreement of
assumption to perform every obligation of the Servicer under this
Agreement and the other Transaction Documents and, whether or not such
assumption agreement is executed, shall be the successor to the Servicer
under this Agreement and the other Transaction Documents without the
execution or filing of any paper or any further act on the part of any of
the parties to this Agreement, anything in this Agreement to the contrary
notwithstanding; PROVIDED, HOWEVER, that nothing contained herein shall
be deemed to release the Servicer from any obligation hereunder.  The
Servicer shall provide notice of any merger, consolidation or succession
pursuant to this SECTION 12.2(a) to the Agent, the Backup Servicer and
the Collateral Agent.  Notwithstanding the foregoing, as a condition to
the consummation of the transactions referred to in CLAUSES (i), (ii),
(iii) and (iv) above, (x) immediately after giving effect to such
transaction, no representation or warranty made pursuant to SECTION 8.6
shall have been breached in any material respect (for purposes hereof,
such representations and warranties shall speak as of the date of the
consummation of such transaction) and no Facility Termination Event or
Unmatured Facility Termination Event shall have occurred and be
continuing, (y) the Servicer shall have delivered to the Agent an
Officer's Certificate and an Opinion of Counsel each stating that such
consolidation, merger or succession and such agreement of assumption
comply with this SECTION 12.2(a), and (z) the Servicer shall have
delivered to the Agent an Opinion of Counsel, stating, in the opinion of
such counsel, either

<PAGE>

       (A) all financing statements and continuation statements and amendments
       thereto have been executed and filed that are necessary to preserve and
       protect the security interest of the Collateral Agent (for the benefit of
       the Secured Parties) in the Transferred Receivables and other Borrower
       Collateral and reciting the details of the filings or (B) no such action
       shall be necessary to preserve and protect such interest.

              (b)    Any Person (i) into which the Backup Servicer may be merged
       or consolidated, (ii) resulting from any merger or consolidation to which
       the Backup Servicer shall be a party, (iii) which acquires by conveyance,
       transfer or lease substantially all of the assets of the Backup Servicer,
       or (iv) succeeding to the business of the Backup Servicer, in any of the
       foregoing cases shall execute an agreement of assumption to perform every
       obligation of the Backup Servicer under this Agreement and, whether or
       not such assumption agreement is executed, shall be the successor to the
       Backup Servicer under this Agreement without the execution or filing of
       any paper or any further act on the part of any of the parties to this
       Agreement, anything in this Agreement to the contrary notwithstanding;
       PROVIDED, HOWEVER, that nothing contained herein shall be deemed to
       release the Backup Servicer from any obligation.

              SECTION 12.3  LIMITATION ON LIABILITY OF SERVICER, BACKUP SERVICER
       AND OTHERS.

              (a)    Neither the Servicer, the Backup Servicer nor any of the
       directors or officers or employees or agents of the Servicer or Backup
       Servicer shall be under any liability to the Borrower, the Investors or
       the Agent, except as provided in this Agreement, for any action taken or
       for refraining from the taking of any action pursuant to this Agreement;
       PROVIDED, HOWEVER, that this provision shall not protect the Servicer,
       the Backup Servicer or any such person against any liability that would
       otherwise be imposed by reason of a breach of this Agreement or willful
       misfeasance, bad faith or negligence (other than good faith errors in
       judgment made in the course of servicing the Receivables) in the
       performance of duties.  The Servicer, the Backup Servicer and any
       director, officer, employee or agent of the Servicer or Backup Servicer
       may rely in good faith on the written advice of counsel or on any
       document of any kind PRIMA FACIE properly executed and submitted by any
       Person respecting any matters arising under this Agreement.  The Backup
       Servicer shall not be required to expend or risk its own funds or
       otherwise incur financial liability in the performance of any of its
       duties hereunder, or in the exercise of any of its rights or powers, if
       the repayment of such funds or adequate written indemnity against such
       risk or liability is not reasonably assured to it in writing prior to the
       expenditure or risk of such funds or incurrence of financial liability.

              (b)    Unless acting as Servicer hereunder, the Backup Servicer
       shall not be liable for any obligation of the Servicer contained in this
       Agreement, and the Agent, the Borrower and the Investors shall look only
       to the Servicer to perform such obligations.

              (c)    The parties hereto and each Investor, by its acceptance of
       any interest in the Note or any Advance, or in any portion of any
       Lender's commitment to make Advances, expressly acknowledge and consent
       to Norwest acting in the dual capacity of Backup Servicer or successor
       Servicer and in the capacity as Collateral Agent.  Norwest may, in such
       dual capacity, discharge its separate functions fully, without hindrance
       or regard to conflict of


<PAGE>

       interest principles, duty of loyalty principles or other breach of
       fiduciary duties to the extent that any such conflict or breach arises
       from the performance by Norwest of express duties set forth in this
       Agreement in any of such capacities, all of which defenses, claims or
       assertions are hereby expressly waived by the other parties hereto except
       in the case of gross negligence and willful misconduct by Norwest.

              (d)    The Backup Servicer shall have no responsibility and shall
       not be in default hereunder nor incur any liability for any failure,
       error, malfunction or any delay in carrying out any of its duties under
       this Agreement if any such failure or delay results from the Backup
       Servicer acting in accordance with information prepared or supplied by a
       Person other than the Backup Servicer or the failure of any such Person
       to prepare or provide such information.  The Backup Servicer shall have
       no responsibility, shall not be in default and shall incur no liability
       (i) for any act or failure to act by any third party, including the
       Servicer or for any inaccuracy or omission in a notice or communication
       received by the Backup Servicer from any third party or (ii) that is due
       to or results from the invalidity, unenforceability of any Receivable
       under applicable law or the breach or the inaccuracy of any
       representation or warranty made with respect to any Receivable.

              SECTION 12.4  DELEGATION OF DUTIES.  So long as AFL is the
       Servicer, the Servicer may delegate duties under this Agreement to an
       Affiliate of AFL with the prior written consent of the Agent and the
       Backup Servicer.  The Servicer also may at any time perform the specific
       duties of (a) repossession of Financed Vehicles, (b) tracking the
       insurance on Financed Vehicles and (c) pursuing the collection of
       deficiency balances on Delinquent Receivables through sub-contractors who
       are in the business of servicing automotive receivables, without the
       consent of the Agent, the Lenders or the Backup Servicer.  The Servicer
       may also perform other non-material specific duties through such
       sub-contractors in accordance with customary servicing policies and
       procedures without the prior consent of the Agent; PROVIDED, HOWEVER,
       that no such delegation or subcontracting of duties by the Servicer shall
       relieve the Servicer of its responsibility with respect to such duties.
       Neither AFL nor any other party acting as Servicer hereunder shall
       appoint any subservicer hereunder without the prior written consent of
       the Agent and the Backup Servicer.  If the Backup Servicer assumes the
       role of successor Servicer, such successor Servicer may delegate its
       duties under this Agreement to any Person or appoint a subservicer with
       the prior consent of the Agent.

              SECTION 12.5  SERVICER AND BACKUP SERVICER NOT TO RESIGN.  Subject
       to the provisions of SECTION 12.2, neither the Servicer nor the Backup
       Servicer shall resign from the obligations and duties imposed on it by
       this Agreement as Servicer or Backup Servicer except upon a determination
       that by reason of a change in legal requirements the performance of its
       duties under this Agreement would cause it to be in violation of such
       legal requirements in a manner which would result in a material adverse
       effect on the Servicer or the Backup Servicer, as the case may be, and
       the Agent does not elect to waive the obligations of the Servicer or the
       Backup Servicer, as the case may be, to perform the duties which render
       it legally unable to act or to delegate those duties to another Person.
       Any such determination permitting the resignation of the Servicer or
       Backup Servicer shall be evidenced by an Opinion of Counsel to such
       effect delivered and acceptable to the Agent.  No resignation of the
       Servicer shall become effective until the Backup Servicer or an entity
       acceptable to the


<PAGE>

       Agent and the Required Lenders shall have assumed the responsibilities
       and obligations of the Servicer.  No resignation of the Backup Servicer
       shall become effective until an entity acceptable to the Agent and the
       Required Lenders shall have assumed the responsibilities and obligations
       of the Backup Servicer; PROVIDED, HOWEVER, that in the event a successor
       Backup Servicer is not appointed within 60 days after the Backup Servicer
       has given notice of its resignation as permitted by this SECTION 12.5,
       the Backup Servicer may petition a court for its removal.
       Notwithstanding the foregoing, the Backup Servicer may resign for any
       reason, provided an entity acceptable to the Agent and the Required
       Lenders shall have assumed the responsibilities and obligations of the
       Backup Servicer prior to the effectiveness of any such resignation.

                                    ARTICLE XIII

                            SERVICER TERMINATION EVENTS

              SECTION 13.1  SERVICER TERMINATION EVENT.  For purposes of this
       Agreement, each of the following shall constitute a "SERVICER TERMINATION
       EVENT":

              (a)    Any failure by the Servicer or, so long as AFL or an
       Affiliate of the Borrower is the Servicer, the Borrower to deliver to the
       Collateral Agent or Agent any proceeds or payment required to be so
       delivered under the terms of this Agreement (or, if AFL or an Affiliate
       of the Borrower is the Servicer, under the Purchase Agreement) that
       continues unremedied for a period of two Business Days (or, with respect
       to any Purchase Amounts, one Business Day) after written notice is
       received by the Servicer from the Agent or after discovery of such
       failure by a Responsible Officer of the Servicer;

              (b)    Failure by the Servicer to deliver the Servicer's
       Certificate required by SECTION 8.9 by 12:00 Noon, New York City time, on
       the second Business Day after each Determination Date;

              (c)    Failure on the part of the Servicer to observe in all
       material aspects its covenants and agreements set forth in SECTION
       12.2(a);

              (d)    Failure on the part of the Servicer or, so long as AFL or
       an Affiliate of the Borrower is the Servicer, the Borrower, duly to
       observe or perform in any material respect any other covenants or
       agreements of the Servicer or, so long as AFL is the Servicer, the
       Borrower, as the case may be, set forth in this Agreement, which failure
       continues unremedied for a period of 30 days after the earlier of
       knowledge thereof by a Responsible Officer of the Servicer and the date
       on which written notice of such failure, requiring the same to be
       remedied, shall have been given to the Servicer by the Agent;

              (e)    The entry of a decree or order for relief by a court or
       regulatory authority having jurisdiction in respect of the Servicer (or
       the Borrower) in an involuntary case under the Bankruptcy Code, as now or
       hereafter in effect, or another present or future, federal or state,
       bankruptcy, insolvency or similar law, or appointing a receiver,
       liquidator, assignee, trustee, custodian, sequestrator or other similar
       official of the Servicer (or the Borrower) or of


<PAGE>

       any substantial part of their respective properties or ordering the
       winding up or liquidation of the affairs of the Servicer (or the
       Borrower) or the commencement of an involuntary case under the Bankruptcy
       Code, as now or hereinafter in effect, or another present or future
       federal or state bankruptcy, insolvency or similar law and such case is
       not dismissed within 60 days;

              (f)    The commencement by the Servicer (or, if AFL or an
       Affiliate of the Borrower is the Servicer, the Borrower) of a voluntary
       case under the Bankruptcy Code, as now or hereafter in effect, or any
       other present or future, federal or state, bankruptcy, insolvency or
       similar law, or the consent by the Servicer (or, if AFL or an Affiliate
       of the Borrower is the Servicer, the Borrower) to the appointment of or
       taking possession by a receiver, liquidator, assignee, trustee,
       custodian, sequestrator or other similar official of the Servicer (or, if
       AFL or an Affiliate of the Borrower is the Servicer, the Borrower) or of
       any substantial part of its property or the making by the Servicer (or,
       if AFL or an Affiliate of the Borrower is the Servicer, the Borrower) of
       an assignment for the benefit of creditors or the failure by the Servicer
       (or, if AFL or an Affiliate of the Borrower is the Servicer, the
       Borrower) generally to pay its debts as such debts become due or the
       taking of corporate action by the Servicer (or, if AFL or an Affiliate of
       the Borrower is the Servicer, the Borrower) in furtherance of any of the
       foregoing;

              (g)    Any representation, warranty or statement of the Servicer
       (or, if AFL or an Affiliate of the Borrower is the Servicer, the
       Borrower) made in this Agreement or any certificate, report or other
       writing delivered pursuant hereto shall prove to be incorrect in any
       material respect as of the time when the same shall have been made
       (excluding, however, any representation or warranty set forth in the
       definition of "ELIGIBLE RECEIVABLE"), and, within 30 days after the
       earlier of knowledge thereof by a Responsible Officer of the Servicer and
       the date written notice thereof shall have been given to the Servicer by
       the Agent, the circumstances or condition in respect of which such
       representation, warranty or statement was incorrect shall not have been
       eliminated or otherwise cured;

              (h)    The Agent shall not have delivered a Servicer Extension
       Notice pursuant to SECTION 8.14;

              (i)    The average of the Servicer Delinquency Ratios for the last
       day of each of the preceding three Collection Periods exceeds 7%; or

              (j)    The Portfolio Net Loss Ratio exceeds 6%.

              SECTION 13.2  CONSEQUENCES OF A SERVICER TERMINATION EVENT.  If a
       Servicer Termination Event shall occur and be continuing, the Agent may,
       and, upon the direction of the Required Lenders, the Agent shall, by
       written notice given to the Servicer, terminate all of the rights and
       obligations of the Servicer under this Agreement.  On or after the
       receipt by the Servicer of such written notice or if the Agent shall not
       have delivered a Servicer Extension Notice pursuant to SECTION 8.14, all
       authority, power, obligations and responsibilities of the Servicer under
       this Agreement automatically shall pass to, be vested in and become
       obligations and responsibilities of the Backup Servicer; PROVIDED,
       HOWEVER, that


<PAGE>

       the Backup Servicer shall have no liability with respect to any
       obligation which was required to be performed by the prior Servicer prior
       to the date that the Backup Servicer becomes the Servicer or any claim of
       a third party based on any alleged action or inaction of the prior
       Servicer.  The Backup Servicer is authorized and empowered by this
       Agreement to execute and deliver, on behalf of the prior Servicer, as
       attorney-in-fact or otherwise, any and all documents and other
       instruments and to do or accomplish all other acts or things necessary or
       appropriate to effect the purposes of such termination, whether to
       complete the transfer and endorsement of the Transferred Receivables and
       related documents to show the Collateral Agent (for the benefit of the
       Secured Parties) as lienholder or secured party, or otherwise.  The prior
       Servicer agrees to cooperate with the Backup Servicer in effecting the
       termination of the responsibilities and rights of the prior Servicer
       under this Agreement, including, without limitation and at the prior
       Servicer's expense, the transfer to the Backup Servicer for
       administration by it of all cash amounts that shall at the time be held
       by the prior Servicer for deposit, or have been deposited by the prior
       Servicer, in the Collection Account or thereafter received with respect
       to the Transferred Receivables and the delivery to the Backup Servicer of
       all Receivable Files, Monthly Records and Collection Records and a
       computer tape in readable form containing all information necessary to
       enable the Backup Servicer or a successor Servicer to service the
       Transferred Receivables.  In addition, upon the occurrence of a Servicer
       Termination Event, the Servicer shall, if so requested by the Agent,
       deliver to the Backup Servicer its Monthly Records within five days after
       demand therefor and a computer tape or diskette (or any other means of
       electronic transmission acceptable to the Backup Servicer) containing as
       of the close of business on the date of demand all of the data maintained
       by the Servicer in computer format in connection with servicing the
       Transferred Receivables.  If requested by the Agent, the Backup Servicer
       or successor Servicer shall terminate the Lockbox Agreement with respect
       to the Transferred Receivables and direct the Obligors to make all
       payments under the Transferred Receivables directly to the successor
       Servicer (in which event the successor Servicer shall process such
       payments in accordance with SECTION 8.2(e)), or to a lockbox established
       by the successor Servicer at the direction of the Agent, at the prior
       Servicer's expense.  The terminated Servicer shall grant the Agent and
       the Backup Servicer reasonable access to the terminated Servicer's
       premises at the terminated Servicer's expense.

              SECTION 13.3  APPOINTMENT OF SUCCESSOR SERVICER.

              (a)    On and after (i) the time the Servicer receives a notice of
       termination pursuant to SECTION 13.2 or (ii) upon the resignation of the
       Servicer pursuant to SECTION 12.5 or (iii) the receipt by the Backup
       Servicer (or any alternate successor Servicer appointed pursuant to
       SECTION 13.3(b)) of written notice from the Agent that the Agent is not
       extending the Servicer's term pursuant to SECTION 8.14, the Backup
       Servicer shall be the successor in all respects to the Servicer in its
       capacity as servicer under this Agreement and the transactions set forth
       or provided for in this Agreement and shall be subject to all the
       responsibilities, restrictions, duties, liabilities and termination
       provisions relating thereto placed on the Servicer by the terms and
       provisions of this Agreement; PROVIDED, HOWEVER, that the Backup Servicer
       shall not be liable for any acts, omissions or obligations of the
       Servicer prior to such succession or for any breach by the Servicer of
       any of its representations and warranties contained in this Agreement or
       in any related document.  The Servicer and such successor


<PAGE>

       shall take such action, consistent with this Agreement, as shall be
       necessary to effectuate any such succession.  If a successor Servicer is
       acting as Servicer hereunder, it shall be subject to termination under
       SECTION 13.2 upon the occurrence of any Servicer Termination Event
       applicable to it as Servicer.

              (b)    The Agent (with the consent of the Required Lenders) may
       exercise at any time its right to appoint as Backup Servicer or as
       successor to the Servicer a person other than the Person serving as
       Backup Servicer at the time and shall have no liability to the Investors,
       the Borrower, AFL, the Person then serving as Backup Servicer or any
       other Person if it does so.  Notwithstanding the above, if the Backup
       Servicer shall be legally unable or unwilling to act as Servicer and the
       Agent shall fail to appoint a successor Servicer within 60 days of its
       receipt of notice from the Backup Servicer to such effect, the Backup
       Servicer may petition a court of competent jurisdiction to appoint any
       Eligible Servicer as the successor to the Servicer.  Pending such
       appointment, the Backup Servicer shall act as successor Servicer unless
       it is legally unable to do so, in which event the outgoing Servicer shall
       continue to act as Servicer until a successor has been appointed and
       accepted such appointment.  Subject to SECTION 12.5, no provision of this
       Agreement shall be construed as relieving the Backup Servicer of its
       obligation to succeed as successor Servicer upon the termination of the
       Servicer pursuant to SECTION 13.2, the resignation of the Servicer
       pursuant to SECTION 12.5 or the non-extension of the servicing term of
       the Servicer pursuant to SECTION 8.14.  If, upon the termination of the
       Servicer pursuant to SECTION 13.2 or 8.14 or the resignation of the
       Servicer pursuant to SECTION 12.5, the Agent (with the consent of the
       Required Lenders) appoints a successor Servicer other than the Backup
       Servicer, the Backup Servicer shall not be relieved of its duties as
       Backup Servicer hereunder.

              (c)     Any successor Servicer appointed pursuant to this
       SECTION 13 shall be entitled to compensation based upon a rate equal to
       the greater of the (a) Servicing Fee Rate and (b) the then-current fee
       for servicing assets comparable to the Receivables, which rate shall be
       determined by averaging three servicing fee bids obtained by the Backup
       Servicer from third party servicers selected by the Backup Servicer (the
       "MARKET RATE SERVICING FEE RATE").   In addition, any successor Servicer
       shall be entitled to receive Transition Costs in accordance with the
       Collateral Agent Agreement.

              (d)    The successor Servicer, if Norwest, its successors or
       assigns, shall have (i) no liability with respect to any obligation which
       was required to be performed by the terminated Servicer prior to the date
       that the successor Servicer becomes the Servicer or any claim of a third
       party based on any alleged action or inaction of the terminated Servicer,
       (ii) no obligation to perform any repurchase or advancing obligations, if
       any, of the Servicer, (iii) no obligation to pay any taxes required to be
       paid by the Servicer and (iv) no obligation to pay any of the fees and
       expenses of any other party involved in this transaction.  NO SUCCESSOR
       SERVICER SHALL BE REQUIRED TO MAKE THE REPRESENTATION SET FORTH IN
       SECTION 8.6(b)(ix).

                                    ARTICLE XIV

                     FACILITY TERMINATION EVENTS; THEIR EFFECT


<PAGE>

              SECTION 14.1  FACILITY TERMINATION EVENTS.  Each of the following
       shall constitute a Facility Termination Event under this Agreement:

              (a)    Default in the payment when due of any principal of any
       Advance, which default shall continue unremedied for one Business Day, or
       default in the payment of any other amount payable by the Borrower
       hereunder, including, without limitation, any Yield on any Advance or any
       Fees which default shall continue for one Business Day; or the Borrower
       shall fail to comply with the Clean-Up Requirement during any Clean-Up
       Period;

              (b)    The Borrower or AFL (in any capacity) shall fail to perform
       or observe any other term, covenant or agreement contained in this
       Agreement or in any other Transaction Document on its part to be
       performed or observed and, except in the case of the covenants and
       agreements contained in SECTIONS 11.7 and 11.8, as to each of which no
       grace period shall apply, any such failure shall remain unremedied for 30
       days (one Business Day in the case of SECTION 11.6) after knowledge
       thereof or after written notice thereof shall have been given by the
       Agent to the Borrower;

              (c)    Any representation or warranty of the Borrower or AFL (in
       any capacity) made or deemed to have been made hereunder or in any other
       Transaction Document or any other writing or certificate furnished by or
       on behalf of the Borrower to the Agent or the Lenders for purposes of or
       in connection with this Agreement or any other Transaction Document
       (including any certificates delivered pursuant to SECTION 7.2(j), any
       Servicer's Certificate or any Borrowing Base Confirmation delivered
       pursuant to SECTION 7.2(g)) shall prove to have been false or incorrect
       in any material respect when made or deemed to have been made; PROVIDED
       that no breach shall be deemed to occur hereunder in respect of any
       representation or warranty relating to any Eligible Receivable to the
       extent AFL or the Servicer has repurchased the related Receivable in
       accordance with the provisions hereof or of the Purchase Agreement;

              (d)    An Event of Bankruptcy shall have occurred and remain
       continuing with respect to the Borrower or AFL;

              (e)    The aggregate principal amount of all Advances outstanding
       hereunder (after giving effect to all distributions in respect of
       principal to be made on the date of determination) exceeds the Borrowing
       Base and such condition continues unremedied for one Business Day (such
       excess referred to as the "BORROWING BASE DEFICIENCY");

              (f)    The Internal Revenue Service shall file notice of a lien
       pursuant to Section 6323 of the Internal Revenue Code with regard to any
       of the assets of the Borrower or AFL and such lien shall not have been
       released within 30 days, or the Pension Benefit Guaranty Corporation
       shall file notice of a lien pursuant to Section 4068 of ERISA with regard
       to any of the assets of the Borrower or AFL and such lien shall not have
       been released within 30 days;

              (g)    (i)  Any Transaction Document or any Lien granted
       thereunder by the Borrower, shall (except in accordance with its terms),
       in whole or in part, terminate, cease to


<PAGE>

       be effective or cease to be the legally valid, binding and enforceable
       obligation of the Borrower; or (ii) the Borrower or any other party
       shall, directly or indirectly, contest in any manner such effectiveness,
       validity, binding nature or enforceability; or (iii) any Lien securing
       any Obligation shall, in whole or in part, cease to be a perfected first
       priority security interest against the Borrower (except for any tax or
       mechanic's Liens that may arise with respect to any Financed Vehicle
       after its related Purchase Date);

              (h)    A Servicer Termination Event shall have occurred;

              (i)    On any Determination Date, the Delinquency Ratio averaged
       for such Determination Date and the three immediately preceding
       Determination Dates exceeds 2.5%;

              (j)    The Borrower or AFL shall fail to pay any principal of or
       premium or interest on any Indebtedness having a principal amount of
       $10,000,000 or greater, when the same becomes due and payable (whether by
       scheduled maturity, required prepayment, acceleration, demand or
       otherwise) and such failure shall continue after the applicable grace
       period, if any, specified in the agreement or instrument relating to such
       Indebtedness; or any other default under any agreement or instrument
       relating to any such Indebtedness of the Borrower or AFL, as applicable,
       or any other event, shall occur and shall continue after the applicable
       grace period, if any, specified in such agreement or instrument if the
       effect of such default or event is to accelerate, or to permit the
       acceleration of, the maturity of such Indebtedness; or any such
       Indebtedness shall be declared to be due and payable or required to be
       prepaid (other than by a regularly scheduled required prepayment),
       redeemed, purchased or defeased, or an offer to prepay, redeem, purchase
       or defease such Indebtedness shall be required to be made, in each case,
       prior to the stated maturity thereof;

              (k)    There shall occur a "termination event"or "event of
       default" or similar event under any other Transaction Document;

              (l)    Either (i) the long-term senior unsecured debt of AFL is
       rated by either S&P or Moody's below B- or B3, respectively, or (ii) if
       AFL is not so rated, the Agent, acting at the direction of the Required
       Lenders, deems the creditworthiness of AFL to be the equivalent thereof;

              (m)    AFL shall cease to directly own 100% of the outstanding
       capital stock of the Borrower;

              (n)    Net Yield as of the last day of any Collection Period is
       less than 1.0%;

              (o)    As of any Distribution Date, the amount in the Reserve
       Account is less than the Minimum Reserve Account Amount, and such
       deficiency is not cured on or prior to the immediately succeeding
       Distribution Date;

              (p)    This Agreement and the Advances hereunder are not rated
       "A/A2" by S&P and Moody's within 60 days after the Closing Date or after
       such rating is granted, the same is reduced or withdrawn by S&P or
       Moody's; or


<PAGE>

              (q)    A notice of termination with respect to the Lockbox
       Agreement with respect to the Transferred Receivables shall have been
       delivered, or a termination of the Lockbox Agreement shall have otherwise
       occurred, and a replacement Lockbox Bank acceptable to the Agent shall
       not have executed a Lockbox Agreement with respect to the Transferred
       Receivables in form and substance satisfactory to the Agent within 30
       days of such notice.

              SECTION 14.2  EFFECT OF FACILITY TERMINATION EVENT.

              (a)    OPTIONAL TERMINATION.  Upon the occurrence of a Facility
       Termination Event (other than a Facility Termination Event described in
       SECTION 14.1(d)), the Agent may, and, at the direction of the Required
       Lenders, the Agent shall declare all or any portion of the outstanding
       principal amount of the Advances and other Obligations to be due and
       payable and/or the Facility (if not theretofore terminated) to be
       terminated, whereupon the full unpaid amount of such Advances and other
       Obligations which shall be so declared due and payable shall be and
       become immediately due and payable, without further notice, demand or
       presentment, and/or, as the case may be, the Facility (and the
       Commitments of the Banks, if any, thereunder) shall terminate.

              (b)    AUTOMATIC TERMINATION.  Upon the occurrence of a Facility
       Termination Event described in SECTION 14.1(d) or a Servicer Termination
       Event described in SECTION 13.1(i), the Facility Termination Date shall
       be deemed to have occurred automatically, and all outstanding Advances
       under this Agreement and all other Obligations under this Agreement shall
       become immediately and automatically due and payable, all without
       presentment, demand, protest, or notice of any kind.

              SECTION 14.3  CERTAIN RIGHTS UPON FACILITY TERMINATION EVENT.

              (a)    In addition to the rights and remedies specified in SECTION
       14.2, if a Facility Termination Event shall have occurred and be
       continuing, the Agent may direct the Collateral Agent to exercise any of
       the remedies specified in the Collateral Agent Agreement or available to
       the Collateral Agent as a secured party under the UCC in respect of the
       Borrower Collateral (or any portion thereof).

              (b)    The rights and remedies provided to the Collateral Agent,
       the Agent and the Secured Parties herein and in the other Transaction
       Documents are cumulative and not exclusive of any other rights and
       remedies the Collateral Agent, the Agent and the Secured Parties may have
       under applicable law.

              (c)    If a Facility Termination Event shall have occurred and be
       continuing, then at any time after the acceleration of the maturity of
       the Advances and other Obligations has been made and before a judgment or
       decree for payment of the money due has been obtained by the Agent as
       hereinafter provided, the Required Lenders, by written notice to the
       Borrower and the Agent, may rescind and annul such declaration and its
       consequences if:

                     (i)    the Borrower has paid or deposited with the Agent a
sum sufficient to pay


<PAGE>

       (A)    all payments of principal of and Yield on the Advances and all
other amounts that would then be due hereunder or if the Facility Termination
Event giving rise to such acceleration had not occurred; and

       (B)    all sums paid or advanced by the Agent hereunder and the
reasonable compensation, expenses, disbursements and advances of the Agent and
its agents and counsel; and

                     (ii)   all Facility Termination Events, other than the
nonpayment of the principal of the Advances that has become due solely by such
acceleration, have been cured or waived.

                     No such rescission shall affect any subsequent default or
       impair any right consequent thereto.

                                     ARTICLE XV

                                     THE AGENT

              SECTION 15.1  APPOINTMENT.  Each Lender hereunder hereby
       irrevocably designates and appoints CSFB as Agent hereunder, and
       authorizes the Agent to take such action on its behalf under the
       provisions of this Agreement and the other Transaction Documents and to
       exercise such powers and perform such duties as are expressly delegated
       to the Agent by the terms of this Agreement and the other Transaction
       Documents, together with such other powers as are reasonably incidental
       thereto.  Notwithstanding any provision to the contrary elsewhere in this
       Agreement, the Agent shall not have any duties or responsibilities,
       except those expressly set forth herein, or any fiduciary relationship
       with any Lender, and no implied covenants, functions, responsibilities,
       duties, obligations or liabilities on the part of the Agent to any Lender
       shall be read into this Agreement or the other Transaction Documents or
       shall otherwise exist against the Agent.  In performing its functions and
       duties hereunder, the Agent shall act solely as the agent of the Lenders,
       and the Agent does not assume, nor shall be deemed to have assumed, any
       obligation or relationship of trust or agency with or for any such
       Person.

              SECTION 15.2  DELEGATION OF DUTIES.  The Agent may execute any of
       its duties under this Agreement by or through its subsidiaries,
       affiliates, agents or attorneys-in-fact and shall be entitled to advice
       of counsel concerning all matters pertaining to such duties.  The Agent
       shall not be responsible to any Lender for the negligence or misconduct
       of any agents or attorneys-in-fact selected by it with reasonable care.

              SECTION 15.3  EXCULPATORY PROVISIONS.  Neither the Agent (acting
       in such capacity) nor any of its directors, officers, agents or employees
       shall be (a) liable for any action lawfully taken or omitted to be taken
       by it or them or any Person described in SECTION 15.2 under or in
       connection with this Agreement or the other Transaction Documents (except
       for its, their or such Person's own gross negligence or willful
       misconduct), or (b) responsible in any manner to any Person for any
       recitals, statements, representations or warranties of any Person (other
       than itself) contained in the Transaction Documents or in any
       certificate, report,


<PAGE>

       statement or other document referred to or provided for in, or received
       under or in connection with, the Transaction Documents or for the value,
       validity, effectiveness, genuineness, enforceability or sufficiency of
       the Transaction Documents or any other document furnished in connection
       therewith or herewith, or for any failure of any Person (other than
       itself or its directors, officers, agents or employees) to perform its
       obligations under any Transaction Document or for the satisfaction of any
       condition specified in a Transaction Document.  Except as otherwise
       expressly provided in this Agreement, the Agent shall not be under any
       obligation to any Person to ascertain or to inquire as to the observance
       or performance of any of the agreements or covenants contained in, or
       conditions of, the Transaction Documents, or to inspect the properties,
       books or records of the Borrower, the AFL or the Servicer.

              SECTION 15.4  RELIANCE BY AGENT.  The Agent shall in all cases be
       entitled to rely, and shall be fully protected in relying, upon any note,
       writing, resolution, notice, consent, certificate, affidavit, letter,
       cablegram, telegram, telecopy, telex or teletype message, statement,
       order or other document or conversation believed by it to be genuine and
       correct and to have been signed, sent or made by the proper Person or
       Persons and upon advice and statements of legal counsel (including,
       without limitation, counsel to each of the Lenders), independent
       accountants and other experts selected by the Agent.  The Agent shall in
       all cases be fully justified in failing or refusing to take any action
       under this Agreement, any other Transaction Document or any other
       document furnished in connection herewith or therewith unless it shall
       first receive such advice or concurrence of the Lenders, as it deems
       appropriate, or it shall first be indemnified to its satisfaction by the
       Lenders against any and all liability, cost and expense which may be
       incurred by it by reason of taking or continuing to take any such action.
       The Agent shall in all cases be fully protected in acting, or in
       refraining from acting, under this Agreement, the other Transaction
       Documents or any other document furnished in connection herewith or
       therewith in accordance with a request of the Required Lenders, and such
       request and any action taken or failure to act pursuant thereto shall be
       binding upon all the Lenders.

              SECTION 15.5  ACTION UPON CERTAIN EVENTS; REPORTS AND NOTICES.

              (a)    To the extent the Agent is entitled to consent to or
       withhold its consent of any waiver or amendment of this Agreement or
       other Transaction Documents in accordance with the terms hereof or
       thereof, or is notified in writing by a party hereto of a Facility
       Termination Event or Servicer Termination Event, the Agent shall (i) give
       prompt notice to the Lenders of any such waiver, amendment, Facility
       Termination Event or Servicer Termination Event of which it is aware, and
       (ii) take such action with respect to such waiver, amendment, Facility
       Termination Event or Servicer Termination Event as shall be directed by
       the Required Lenders; PROVIDED, HOWEVER, that unless and until the Agent
       shall have received such directions, the Agent may (but shall not be
       obligated to) take such action, or refrain from taking such action, with
       respect to such waiver, amendment, Facility Termination Event or Servicer
       Termination Event, as applicable, as the Agent shall, in its sole
       discretion, deem advisable and in the best interests of the Lenders.

              (b)    The Agent shall upon request promptly provide the Lenders
       with copies of reports and notices received by it hereunder and under the
       Custodial Agreement and the Collateral Agent Agreement.


<PAGE>

              SECTION 15.6  NON-RELIANCE ON AGENT.  The Lenders expressly
       acknowledge that neither the Agent, nor any of its officers, directors,
       employees, agents, attorneys-in-fact or affiliates has made any
       representations or warranties to it and that no act by the Agent
       hereafter taken, including, without limitation, any review of the affairs
       of either the Borrower, the AFL, the Servicer or the Backup Servicer,
       shall be deemed to constitute any representation or warranty by the Agent
       to any Lender.  Except as expressly provided herein, the Agent shall not
       have any duty or responsibility to provide any Lender with any credit or
       other information concerning the Borrower Collateral or the business,
       operations, property, prospects, financial and other condition or
       creditworthiness of the Borrower, the AFL, the Servicer, the Lenders or
       the Backup Servicer which may come into the possession of the Agent or
       any of its officers, directors, employees, agents, attorneys-in-fact or
       affiliates.

              SECTION 15.7  INDEMNIFICATION.  The Banks agree to indemnify the
       Agent and its officers, directors, employees, representatives and agents
       (to the extent not reimbursed by the Borrower, the Servicer or AFL under
       the Transaction Documents, and without limiting the obligation of such
       Persons to do so in accordance with the terms of the Transaction
       Documents), ratably according to their Commitment Percentages, from and
       against any and all liabilities, obligations, losses, damages, penalties,
       actions, judgments, suits, costs, expenses or disbursements of any kind
       or nature whatsoever (including, without limitation, the reasonable fees
       and disbursements of counsel for the Agent or the affected Person in
       connection with any investigative, or judicial proceeding commenced or
       threatened, whether or not the Agent or such affected Person shall be
       designated a party thereto) that may at any time be imposed on, incurred
       by or asserted against the Agent or such affected Person as a result of,
       or arising out of, or in any way related to or by reason of, any of the
       transactions contemplated hereunder or under the Transaction Documents or
       any other document furnished in connection herewith or therewith (but
       excluding any such liabilities, obligations, losses, damages, penalties,
       actions, judgments, suits, costs, expenses or disbursements resulting
       solely from the gross negligence or willful misconduct of the Agent or
       such affected Person).

              SECTION 15.8  SUCCESSOR AGENT.  The Agent may, upon five (5) days'
       notice to the Lenders (with a copy to the Borrower), resign as Agent;
       PROVIDED, in either case, that a Lender agrees to become the successor
       Agent hereunder in accordance with the next sentence.  If the Agent shall
       resign as Agent under this Agreement, then the Required Lenders during
       such period shall appoint from among the Banks a successor agent,
       whereupon such successor agent shall succeed to the rights, powers and
       duties of the Agent, and the term "Agent" shall mean such successor
       agent, effective upon its acceptance of such appointment, and the former
       Agent's rights, powers and duties as Agent shall be terminated, without
       any other or further act or deed on the part of such former Agent or any
       of the parties to this Agreement.  After the retiring Agent's resignation
       hereunder as Agent, the provisions of this ARTICLE XV shall inure to its
       benefit as to any actions taken or omitted to be taken by it while it was
       Agent under this Agreement.

              SECTION 15.9  LIABILITY OF THE AGENT.  Notwithstanding any
       provision of this Agreement or any other Transaction Document:  (i) the
       Agent shall not have any obligations


<PAGE>

       under this Agreement or any other Transaction Document other than those
       specifically set forth herein and therein, and no implied obligations of
       the Agent shall be read into this Agreement or any other Transaction
       Document; and (ii) in no event shall the Agent be liable under or in
       connection with this Agreement or any other Transaction Document for
       indirect, special, or consequential losses or damages of any kind,
       including lost profits, even if advised of the possibility thereof and
       regardless of the form of action by which such losses or damages may be
       claimed.  Neither the Agent nor any of its respective directors,
       officers, agents or employees shall be liable for any action taken or
       omitted to be taken in good faith by it or them under or in connection
       with this Agreement or any other Transaction Document, except for its or
       their own gross negligence or willful misconduct.  Without limiting the
       foregoing, the Agent (a) may consult with legal counsel (including
       counsel for the Lenders, the Borrower or the Servicer), independent
       public accountants and other experts selected by it and shall not be
       liable for any action taken or omitted to be taken in good faith by it in
       accordance with the advice of such counsel, accountants or experts, (b)
       shall not be responsible to the Lenders, the Borrower, the AFL, the
       Servicer or the Backup Servicer for any statements, warranties or
       representations (other than its own statements) made in or in connection
       with this Agreement or the other Transaction Documents, (c) shall not be
       responsible to the Lenders, the Borrower, the AFL, the Servicer or the
       Backup Servicer for the due execution, legality, validity,
       enforceability, genuineness, sufficiency or value of this Agreement or
       the other Transaction Documents (other than the legality, validity,
       enforceability or genuineness of its own execution, authorization and
       performance hereof and thereof), (d) shall incur no liability under or in
       respect of any of the commercial paper or other obligations of the
       Lenders under this Agreement or the other Transaction Documents and
       (e) shall incur no liability under or in respect of this Agreement or the
       other Transaction Documents by acting upon any notice (including notice
       by telephone), consent, certificate or other instrument or writing (which
       may be by facsimile) believed by it to be genuine and signed or sent by
       the proper party or parties.  Notwithstanding anything else herein or in
       the other Transaction Documents, it is agreed that where the Agent may be
       required under this Agreement or the other Transaction Documents to give
       notice of any event or condition or to take any action as a result of the
       occurrence of any event or the existence of any condition, the Agent
       agrees to give such notice or take such action only to the extent that it
       has actual knowledge of the occurrence of such event or the existence of
       such condition, and shall incur no liability for any failure to give such
       notice or take such action in the absence of such knowledge.

              SECTION 15.10  AGENT AND AFFILIATES.  The Agent and any of its
       Affiliates may generally engage in any kind of business with the
       Borrower, the Servicer, AFL, the Backup Servicer, any Obligor, any of
       their respective Affiliates and any Person who may do business with or
       own securities of the Borrower, the Servicer, AFL, the Backup Servicer,
       any Obligor or any of their respective Affiliates, all as if the Agent
       were not the Agent hereunder and without any duty to account therefor to
       any Lender.

                                    ARTICLE XVI

                                    ASSIGNMENTS


<PAGE>

              SECTION 16.1  RESTRICTIONS ON ASSIGNMENTS.  Except as specifically
       provided herein (with respect to the Servicer and the Backup Servicer),
       neither the Borrower, the Servicer, AFL nor Norwest may assign any of
       their respective rights or obligations hereunder or any interest herein
       without the prior written consent of the Agent and the Lender or, in the
       case of Norwest, the Agent and the Required Lenders.  No Lender may
       assign its rights or obligations hereunder, any Advance or the Note (or
       any portion thereof) to any Person without the prior written consent of
       the Borrower and the Agent (as to the Borrower only, such consent not to
       be unreasonably withheld or delayed); PROVIDED, HOWEVER, that any Lender
       may assign, or grant a security interest in, all or any portion of the
       Advances and the Note to (i) CSFB or any of its Affiliates or another
       Lender or (ii) any Person managed by CSFB or any of its Affiliates, and
       (iii) any Liquidity Provider (each, an "ELIGIBLE ASSIGNEE"), in each case
       under clauses (i), (ii) and (iii) above, without the prior written
       consent of the Borrower; PROVIDED, FURTHER, HOWEVER, that after the
       occurrence of the Facility Termination Date, any Lender may, subject to
       the provisions of SECTION 16.5, assign all or a portion of the Note held
       by it to a Person other than those identified in clauses (i), (ii) and
       (iii) above without the prior written consent of the Borrower.

              SECTION 16.2  DOCUMENTATION.  Each Lender shall deliver to each
       assignee an assignment, in such form as such Lender and the related
       assignee may agree, duly executed by such Lender assigning any such
       rights, obligations, Advance or Note to the assignee; and such Lender
       shall promptly execute and deliver all further instruments and documents,
       and take all further action, that the assignee may reasonably request, in
       order to perfect, protect or more fully evidence the assignee's right,
       title and interest in and to the items assigned, and to enable the
       assignee to exercise or enforce any rights hereunder or under the Note
       evidencing such Advance.

              SECTION 16.3  RIGHTS OF ASSIGNEE.  Upon the foreclosure of any
       assignment of any Advances made for security purposes, or upon any other
       assignment of any Advance from any Lender pursuant to this ARTICLE XVI,
       the respective assignee receiving such assignment shall have all of the
       rights of such Lender hereunder with respect to such Advances and all
       references to the Lender or Investors in SECTION 6.1 shall be deemed to
       apply to such assignee.

              SECTION 16.4  NOTICE OF ASSIGNMENT.  Each Lender shall provide
       notice to the Borrower of any assignment hereunder by such Lender to any
       assignee.  Each Lender authorizes the Agent to, and the Agent agrees that
       it shall, endorse the Note to reflect any assignments made pursuant to
       this ARTICLE XVI or otherwise.

              SECTION 16.5  REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE.

              (a)    The Agent shall keep a register (the "NOTE REGISTER") in
       which, subject to such reasonable regulations as it may prescribe, the
       Agent shall provide for the registration of the Note and of transfer of
       the Note.  The Agent is hereby appointed "NOTE REGISTRAR" for the purpose
       of registering the Note and transfers of the Note as herein provided.

              (b)    Each person who has or who acquired a Note shall be deemed
       by the


<PAGE>

       acceptance of acquisition of such Note to have agreed to be bound by the
       provisions of this SECTION 16.5.  No Note may be transferred, and the
       Agent shall not register the transfer of the Note, unless the proposed
       transferee shall have delivered to the Agent (i) either (x) evidence
       satisfactory to it that the transfer of such Note is exempt from
       registration or qualification under the Securities Act of 1933, as
       amended, and all applicable state securities laws and that the transfer
       does not constitute a "prohibited transaction" under ERISA or (y) an
       express agreement by the proposed transferee to be bound by and to abide
       by the provisions of this SECTION 16.5, the restrictions noted on the
       face of such Note and (ii) a properly executed Form W-9 and, in the case
       of a transferee who is a foreign person (within the meaning of Section
       7701(a)(5) of the Code), a properly executed Form 4224 or Form 1001
       showing a zero rate of withholding.

              (c)    At the option of the holder thereof, the Note may be
       exchanged for one or more new Notes of any authorized denominations and
       of a like class and aggregate principal amount at an office or agency of
       the Borrower.  Whenever any Notes are so surrendered for exchange, the
       Borrower shall execute and deliver (through the Agent) the new Notes
       which the holder making the exchange is entitled to receive.

              (d)    Upon surrender for registration of transfer of any Note at
       an office or agency of the Borrower, the Borrower shall execute and
       deliver (through the Agent), in the name of the designated transferee or
       transferees, one or more new Notes of any authorized denominations and of
       a like class and aggregate principal amount.

              (e)    All Notes issued upon any registration of transfer or
       exchange of any Note in accordance with the provisions of this Agreement
       shall be the valid obligations of the Borrower, evidencing the same debt,
       and entitled to the same benefits under this Agreement, as the Note(s)
       surrendered upon such registration of transfer or exchange.

              (f)    Every Note presented or surrendered for registration of
       transfer or for exchange shall (if so required by the Borrower or the
       Agent) be fully endorsed, or be accompanied by a written instrument of
       transfer in form satisfactory to the Note Registrar, duly executed by the
       holder thereof or his attorney duly authorized in writing.  Each such
       Note shall be accompanied by a statement providing the name of the
       transferee and indicating whether the transferee is subject to income tax
       backup withholding requirements and whether the transferee is the sole
       beneficial owner of such Notes.

              (g)    No service charge shall be made for any registration of
       transfer or exchange of Notes, but the Borrower may require payment from
       the transferee holder of a sum sufficient to cover any tax or other
       governmental charge that may be imposed in connection with any
       registration of transfer of exchange of Notes, other than exchanges
       pursuant to this SECTION 16.5.

              (h)    The holders of the Notes shall be bound by the terms and
       conditions of this Agreement.

              SECTION 16.6  MUTILATED, DESTROYED, LOST AND STOLEN NOTES.


<PAGE>

              (a)    If any mutilated Note is surrendered to the Agent, the
       Borrower shall execute and deliver (through the Agent) in exchange
       therefor a new Note of like class and tenor and principal amount and
       bearing a number not contemporaneously outstanding.

              (b)    If there shall be delivered to the Borrower and the Agent
       prior to the payment of the Notes (i) evidence to their satisfaction of
       the destruction, loss or theft of any Note and (ii) such security or
       indemnity as may be required by them to save each of them and any agent
       of either of them harmless, then, in the absence of notice to the
       Borrower or the Agent that such Note has been acquired by a BONA FIDE
       purchaser, the Borrower shall execute and deliver (through the Agent), in
       lieu of any such destroyed, lost or stolen Note, a new Note of like
       class, tenor and principal amount and bearing a number not
       contemporaneously outstanding.

              (c)    Upon the issuance of any new Note under this SECTION 16.6,
       the Borrower may require the payment from the transferor holder of a sum
       sufficient to cover any tax or other governmental charge that may be
       imposed in relation thereto and any other expenses connected therewith.

              (d)    Every new Note issued pursuant to this SECTION 16.6 and in
       accordance with the provisions of this Agreement, in lieu of any
       destroyed, lost or stolen Note shall constitute an original additional
       contractual obligation of the Borrower, whether or not the destroyed,
       lost or stolen Note shall be at any time enforceable by anyone, and shall
       be entitled to all the benefits of this Agreement equally and
       proportionately with any and all other Notes duly issued hereunder.

              (e)    The provisions of this SECTION 16.6 are exclusive and shall
       preclude (to the extent lawful) all other rights and remedies with
       respect to the replacement or payment of mutilated, destroyed, lost or
       stolen Notes.

              SECTION 16.7  PERSONS DEEMED OWNERS. The Borrower, the Servicer,
       the Agent, the Collateral Agent and any agent for any of the foregoing
       may treat the holder of any Note as the owner of such Note for all
       purposes whatsoever, whether or not such Note may be overdue, and none of
       the Borrower, the Servicer, the Agent, the Collateral Agent and any such
       agent shall be affected by notice to the contrary.

              SECTION 16.8  CANCELLATION.  All Notes surrendered for payment or
       registration of transfer or exchange shall be promptly canceled.  The
       Borrower shall promptly cancel and deliver to the Agent any Notes
       previously authenticated and delivered hereunder which the Borrower may
       have acquired in any manner whatsoever, and all Notes so delivered shall
       be promptly canceled by the Borrower.  No Notes shall be authenticated in
       lieu of or in exchange for any Notes canceled as provided in this
       SECTION 16.8, except as expressly permitted by this Agreement.

              SECTION 16.9  PARTICIPATIONS.

              (a)    At any time and from time to time, each Lender may, in
       accordance with


<PAGE>

       applicable law, at any time grant participations in all or a portion of
       its Commitment and/or its interest in the Advances and other payments due
       to it under this Agreement to any Person (each, a "PARTICIPANT");
       PROVIDED, HOWEVER, that no participation shall be granted to any Person
       unless and until the Agent and, if the proposed Participant is other than
       a Person which at such time is an Eligible Assignee, the Borrower shall
       have consented thereto (which consent shall not be unreasonably withheld
       or delayed).  Each Lender hereby acknowledges and agrees that (A) any
       such participation will not alter or affect such Lender's direct
       obligations hereunder, and (B) neither the Borrower, the Agent nor the
       Servicer shall have any obligation to have any communication or
       relationship with any Participant.  Each Participant shall comply with
       the provisions of SECTION 5.1(b).  No Participant shall be entitled to
       transfer all or any portion of its participation without the prior
       written consent of the Agent and, if the proposed transferee is other
       than an Eligible Assignee, the Borrower (which consent will not be
       unreasonably withheld or delayed).

              (b)    Each Lender may pledge its interest in the Advances and the
       Note to any Federal Reserve Bank as collateral in accordance with
       applicable law.
                                    ARTICLE XVII

                                  INDEMNIFICATION

              SECTION 17.1  GENERAL INDEMNITY OF THE BORROWER.  Without limiting
       any other rights which any such Person may have hereunder or under
       applicable law, the Borrower hereby agrees to indemnify each of the
       Agent, the Investors, the Collateral Agent, the Custodian (if other than
       AFL), the Backup Servicer and each other Affected Person and each of
       their Affiliates, and each of their respective successors, transferees,
       participants and assigns and all officers, directors, shareholders,
       controlling persons, employees and agents of any of the foregoing (each
       of the foregoing Persons being individually called an "INDEMNIFIED
       PARTY"), forthwith on demand, from and against any and all damages,
       losses, claims, liabilities and related costs and expenses, including
       reasonable attorneys' fees and disbursements (all of the foregoing being
       collectively called "INDEMNIFIED AMOUNTS") awarded against or incurred by
       any of them arising out of or relating to any Transaction Document or the
       transactions contemplated thereby or the use of proceeds therefrom by the
       Borrower, including (without limitation) in respect of the funding of any
       Advance or in respect of any Transferred Receivable, EXCLUDING, HOWEVER,
       (a) Indemnified Amounts to the extent determined by a court of competent
       jurisdiction to have resulted from gross negligence or willful
       misconduct on the part of such Indemnified Party or its agent or
       subcontractor, (b) except as otherwise provided therein, non-payment by
       any Obligor of an amount due and payable with respect to a Transferred
       Receivable, (c) any loss in value of any Financed Vehicle or Permitted
       Investment due to changes in market conditions or for other reasons
       beyond the control of the Borrower or (d) any tax upon or measured by net
       income on any Indemnified Party. Without limiting the foregoing, but
       subject to the exclusions (a) through (d) above, the Borrower agrees to
       indemnify each Indemnified Party for Indemnified Amounts arising out of
       or relating to:

                     (i)    the breach of any representation or warranty made by
the Borrower (or any of its officers) under or in connection with this Agreement
or the other Transaction Documents,


<PAGE>

any Servicer's Certificate, Borrowing Base Confirmation or any other
information, report or certificate delivered by the Borrower or Servicer
pursuant hereto or thereto, which shall have been false or incorrect in any
material respect when made or deemed made;

                     (ii)   the failure by the Borrower to comply in any
material way with any applicable law, rule or regulation with respect to any
Transferred Receivable or any Financed Vehicle, or the nonconformity of any
Transferred Receivable with any such applicable law, rule or regulation;

                     (iii)  the failure to vest and maintain vested in the
Collateral Agent, for the benefit of the Secured Parties, a first-priority
security interest in all the Collateral, free and clear of any Lien, other than
a Lien arising solely as a result of an act of any Investor, or any assignee of
any Investor;

                     (iv)   any dispute, claim, offset or defense (other than
discharge in bankruptcy) of an Obligor to the payment of any Transferred
Receivable (including, without limitation, a defense based on such Transferred
Receivable not being a legal, valid and binding obligation of such Obligor
enforceable against it in accordance with its terms);

                     (v)    any failure of AFL or an Affiliate of the Borrower,
as Servicer, to perform its duties or obligations in accordance with the
provisions of ARTICLE VIII or any provision contained in any Transaction
Document;

                     (vi)   any claim involving products liability that arises
out of or relates to merchandise or services that are the subject of any
Transferred Receivable or strict liability claim in connection with any Financed
Vehicle related to a Transferred Receivable;

                     (vii)  any tax or governmental fee or charge (but not
including taxes upon or measured by net income), all interest and penalties
thereon or with respect thereto, and all out-of-pocket costs and expenses,
including the reasonable fees and expenses of counsel in defending against the
same, which may arise by reason of the making, maintenance or funding, directly
or indirectly, of any Advance, or any other interest in the Borrower Collateral;

                     (viii) the offering or effectuation of any Take-Out
Securitization; or

                     (ix)   the commingling of the proceeds of the Borrower
Collateral at any time with other funds.

              SECTION 17.2  [Intentionally left blank]

              SECTION 17.3  CONTRIBUTION.  If for any reason (other than the
       exclusions (a) through (d) set forth in the first paragraph of
       SECTION 17.1) the indemnification provided above in SECTION 17.1 is
       unavailable to an Indemnified Party or is insufficient to hold an
       Indemnified Party harmless, then the Borrower shall contribute to the
       amount paid or payable by such Indemnified Party as a result of such
       loss, claim, damage or liability in such proportion as is appropriate to
       reflect not only the relative benefits received by such Indemnified
       Party, on the


<PAGE>

       one hand, and the Borrower, on the other hand, but also the relative
       fault of such Indemnified Party, on the one hand, and the Borrower, on
       the other hand, as well as any other relevant equitable considerations.

                                   ARTICLE XVIII

                                   MISCELLANEOUS

              SECTION 18.1  NO WAIVER; REMEDIES.  No failure on the part of any
       Investor, the Agent, any Indemnified Party or any Affected Person to
       exercise, and no delay in exercising, any right, power or remedy
       hereunder shall operate as a waiver thereof; nor shall any single or
       partial exercise by any of them of any right, power or remedy hereunder
       preclude any other or further exercise thereof, or the exercise of any
       other right, power or remedy.  The remedies herein provided are
       cumulative and not exclusive of any remedies provided by law.  Without
       limiting the foregoing, each Investor and Participant is hereby
       authorized by the Borrower at any time and from time to time, to the
       fullest extent permitted by law, to set off and apply any and all
       deposits (general or special, time or demand, provisional or final) at
       any time held and other indebtedness at any time owing by it to or for
       the credit or the account of the Borrower, now or hereafter existing
       under this Agreement, to the Agent, any Affected Person, any Indemnified
       Party or any Investor or their respective successors and assigns.

              SECTION 18.2  AMENDMENTS, WAIVERS.  This Agreement may not be
       amended, supplemented or modified nor may any provision hereof be waived
       except in accordance with the provisions of this SECTION 18.2.  With the
       written consent of the Required Lenders, the Agent, the Borrower, the
       Servicer and the Backup Servicer may, from time to time, enter into
       written amendments, supplements, waivers or modifications hereto for the
       purpose of adding any provisions to this Agreement or changing in any
       manner the rights of any party hereto or waiving, on such terms and
       conditions as may be specified in such instrument, any of the
       requirements of this Agreement; PROVIDED, HOWEVER, that no such
       amendment, supplement, waiver or modification shall (i) reduce the amount
       of or extend the maturity of any payment with respect to an Advance or
       reduce the rate or extend the time of payment of Yield thereon, or reduce
       or alter the timing of any other amount payable to any Lender hereunder,
       in each case without the consent of each Purchaser affected thereby;
       (ii) amend, modify or waive any provision of this Section 18.2 OR 18.12,
       or reduce the percentage specified in the definition of Required Lenders,
       in each case without the written consent of all Lenders or (iii) amend,
       modify or waive any provision of ARTICLE XV of this Agreement without the
       written consent of the Agent and the Required Lenders.  Any waiver of any
       provision of this Agreement shall be limited to the provisions
       specifically set forth therein for the period of time set forth therein
       and shall not be construed to be a waiver of any other provision of this
       Agreement.

              SECTION 18.3  NOTICES, ETC.  All notices and other communications
       provided for hereunder shall, unless otherwise stated herein, be in
       writing (including facsimile communication) and shall be personally
       delivered or sent by certified mail, postage prepaid, or by facsimile, to
       the intended party at the address or facsimile number of such party set
       forth under its name on the signature pages hereof or at such other
       address or facsimile


<PAGE>

       number as shall be designated by such party in a written notice to the
       other parties hereto.  All such notices and communications shall be
       effective, (a) if personally delivered, when received, (b) if sent by
       certified mail, three Business Days after having been deposited in the
       mail, postage prepaid, (c) if sent by overnight courier, one Business Day
       after having been given to such courier, and (d) if transmitted by
       facsimile, when sent, receipt confirmed by telephone or electronic means,
       except that notices and communications pursuant to SECTION 2.2 shall not
       be effective until received.

              SECTION 18.4  COSTS, EXPENSES AND TAXES.

              (a)    In addition to the rights of indemnification granted under
       SECTION 17.1, the Borrower agrees to pay on demand all reasonable costs
       and expenses of the Agent in connection with the preparation (subject to
       the Fee Letter), execution, delivery, syndication and administration of
       this Agreement, the Noncommitted Lender Liquidity Arrangement or other
       liquidity support facility and the other documents and agreements to be
       delivered hereunder or with respect hereto, and any amendments, waivers
       or consents executed in connection with this Agreement and the
       Noncommitted Lender Liquidity Arrangement or other liquidity support
       facility, including, without limitation, the reasonable fees and
       out-of-pocket expenses of counsel for the Agent with respect thereto and
       with respect to advising the Agent as to its rights and remedies under
       this Agreement and the Noncommitted Lender Liquidity Arrangement or other
       liquidity support facility, and to pay all costs and expenses, if any
       (including reasonable counsel fees and expenses), of the Agent, the
       Lenders, the Collateral Agent, the Investors and their respective
       Affiliates, in connection with the enforcement of this Agreement, any of
       the other Transaction Documents and/or the Noncommitted Lender Liquidity
       Arrangement or other liquidity support facility and the other documents
       and agreements to be delivered hereunder or with respect hereto.

              (b)    In addition, the Borrower shall pay any and all stamp and
       other taxes and fees payable in connection with the execution, delivery,
       filing and recording of this Agreement, the Note or the other documents
       or agreements to be delivered hereunder, and agrees to save each
       Indemnified Party harmless from and against any liabilities with respect
       to or resulting from any delay in paying or omission to pay such taxes
       and fees.

              SECTION 18.5  BINDING EFFECT; SURVIVAL.  This Agreement shall be
       binding upon and inure to the benefit of the Borrower, the Servicer, the
       Backup Servicer, the Collateral Agent, the Investors, the Agent and their
       respective successors and assigns, and the provisions of SECTION 5.1(b),
       ARTICLE VI, SECTION 12.1, and ARTICLE XVII shall inure to the benefit of
       the Affected Persons and the Indemnified Parties, as the case may be, and
       their respective successors and assigns; PROVIDED, HOWEVER, nothing in
       the foregoing shall be deemed to authorize any assignment not permitted
       by ARTICLE XVI.  This Agreement shall create and constitute the
       continuing obligations of the parties hereto in accordance with its
       terms, and shall remain in full force and effect until such time, after
       the Commitment Termination Date when all Obligations have been finally
       and fully paid and performed.  The rights and remedies with respect to
       any breach of any representation and warranty made by the Borrower
       pursuant to ARTICLE IX and the indemnification and payment provisions of
       ARTICLE VI, SECTION 12.1, and ARTICLE XVII and the provisions of SECTION
       18.11 and SECTION 18.12

<PAGE>
       shall be continuing and shall survive any termination of this Agreement
       and any termination of AFL's rights to act as Servicer hereunder or under
       any other Transaction Document.

              SECTION 18.6  CAPTIONS AND CROSS REFERENCES.  The various captions
       (including, without limitation, the table of contents) in this Agreement
       are provided solely for convenience of reference and shall not affect the
       meaning or interpretation of any provision of this Agreement.  Unless
       otherwise indicated, references in this Agreement to any Section,
       Schedule or Exhibit are to such Section of or Schedule or Exhibit to this
       Agreement, as the case may be, and references in any Section, subsection,
       or clause to any subsection, clause or subclause are to such subsection,
       clause or subclause of such Section, subsection or clause.

              SECTION 18.7  SEVERABILITY.  Any provision of this Agreement which
       is prohibited or unenforceable in any jurisdiction shall, as to such
       jurisdiction, be ineffective to the extent of such prohibition or
       unenforceability without invalidating the remaining provisions of this
       Agreement or affecting the validity or enforceability of such provision
       in any other jurisdiction.

              SECTION 18.8  GOVERNING LAW.  THIS AGREEMENT AND THE NOTE SHALL BE
       A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
       NEW YORK WITHOUT REGARD TO ANY OTHERWISE APPLICABLE CONFLICT OF LAW
       PRINCIPLES (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
       LAW).

              SECTION 18.9  COUNTERPARTS.  This Agreement may be executed by the
       parties hereto in several counterparts, each of which shall be deemed to
       be an original but all of which shall constitute together but one and the
       same agreement.

              SECTION 18.10  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO
       AND EACH INVESTOR BY ITS ACCEPTANCE OF ANY INTEREST IN ANY NOTE OR
       ADVANCE OR IN A LENDER'S OBLIGATION TO MAKE ADVANCES HEREUNDER HEREBY
       KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO
       A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT
       OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER TRANSACTION
       DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
       (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE BORROWER, AFL, THE
       SERVICER, THE AGENT, THE BACKUP SERVICER, THE COLLATERAL AGENT, THE
       INVESTORS OR ANY OTHER AFFECTED PERSON.  THE BORROWER ACKNOWLEDGES AND
       AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS
       PROVISION (AND EACH OTHER PROVISION OF EACH OTHER TRANSACTION DOCUMENT TO
       WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR
       THE AGENT AND THE LENDERS ENTERING INTO THIS AGREEMENT AND EACH SUCH
       OTHER TRANSACTION DOCUMENT.

              SECTION 18.11  CONFLICT WAIVER.  CSFB acts as Agent hereunder, as
       administrative

<PAGE>

       agent for the Noncommitted Lender, and as provider and as agent for other
       providers of backup facilities for the Noncommitted Lender, and may
       provide other services or facilities from time to time (the "CSFB
       ROLES").  Each of the parties hereto hereby acknowledges and consents to
       any and all CSFB Roles, waives any objections it may have to any actual
       or potential conflict of interest caused by CSFB's acting or maintaining
       any of the CSFB Roles, and agrees that in connection with any CSFB Role,
       CSFB may take, or refrain from taking, any action consistent with its
       obligations under the Transaction Documents.

              SECTION 18.12  NO PROCEEDINGS.

              (a)    Each of the Borrower, AFL, the Servicer, the Backup
       Servicer, the Collateral Agent, and each Investor (other than the
       Noncommitted Lender) hereby agrees that it will not institute against the
       Noncommitted Lender, or join any other Person in instituting against the
       Noncommitted Lender, any insolvency proceeding (namely, any proceeding of
       the type referred to in the definition of Event of Bankruptcy) so long as
       any commercial paper or other senior indebtedness issued by the
       Noncommitted Lender shall be outstanding or there shall not have elapsed
       one year PLUS one day since the last day on which any such commercial
       paper or other senior indebtedness shall be outstanding.  The foregoing
       shall not limit such Person's right to file any claim in or otherwise
       take any action with respect to any insolvency proceeding that was
       instituted by any Person other than such Person.

              (b)    Each of CSFB, AFL, the Servicer, the Backup Servicer, the
       Collateral Agent, each Investor and the Agent hereby agrees that it will
       not institute against the Borrower, or join any other Person in
       instituting against the Borrower, any insolvency proceeding (namely, any
       proceeding of the type referred to in the definition of Event of
       Bankruptcy) so long as any Advances or other amounts due from the
       Borrower hereunder shall be outstanding or there shall not have elapsed
       one year PLUS one day since the last day on which any such Advances or
       other amounts shall be outstanding.  The foregoing shall not limit such
       Person's right to file any claim in or otherwise take any action with
       respect to any insolvency proceeding that was instituted by any Person
       other than such Person.

              SECTION 18.13  LIMITED RECOURSE TO THE LENDERS.  No recourse under
       any obligation, covenant or agreement of a Lender contained in this
       Agreement shall be had against any incorporator, stockholder, officer,
       director, member, manager, employee or agent of any Lender or any of its
       Affiliates (solely by virtue of such capacity) by the enforcement of any
       assessment or by any legal or equitable proceeding, by virtue of any
       statute or otherwise; it being expressly agreed and understood that this
       Agreement is solely a corporate obligation of each Lender, and that no
       personal liability whatever shall attach to or be incurred by any
       incorporator, stockholder, officer, director, member, manager, employee
       or agent of any Lender or any of their Affiliates (solely by virtue of
       such capacity) or any of them under or by reason of any of the
       obligations, covenants or agreements of a Lender contained in this
       Agreement, or implied therefrom, and that any and all personal liability
       for breaches by a Lender of any of such obligations, covenants or
       agreements, either at common law or at equity, or by statute, rule or
       regulation, of every such incorporator, stockholder, officer, director,
       member, manager, employee or agent is hereby expressly waived as a
       condition of and in consideration for the execution of this Agreement;
       PROVIDED that the

<PAGE>

       foregoing shall not relieve any such Person from any liability it might
       otherwise have as a result of their willful misconduct, gross negligence
       or of fraudulent actions taken or fraudulent omissions made by them.

              SECTION 18.14  COLLATERAL AGENT.  Each Lender and each Investor by
       its acceptance of any interest in any Note or Advance or in a Lender's
       obligation to make Advances hereunder and the Agent designate and appoint
       Norwest to act as Collateral Agent hereunder and under the Collateral
       Agent Agreement.  Norwest, by its execution hereof, accepts and agrees to
       such designation and appointment and agrees to perform its obligations
       under the Collateral Agent Agreement in accordance with the terms thereof
       and for the benefit of the Agent, the Lenders and other Secured Parties.
       In furtherance of the foregoing, each Lender authorizes the Agent to
       enter into the Collateral Agent Agreement and to appoint the Collateral
       Agent to act on behalf of, and as agent for, such Lender and the Agent
       under the Collateral Agent Agreement and agrees to be bound by Section 9
       of such agreement.

              SECTION 18.15  CUSTODIAN.  AFL accepts and agrees to its
       designation and appointment as Custodian under the Custodial Agreement
       and agrees to perform its obligations under such agreement in accordance
       with the terms thereof and for the benefit of the Borrower and the
       Secured Parties.

              SECTION 18.16   ENTIRE AGREEMENT.  THIS AGREEMENT AND THE OTHER
       TRANSACTION DOCUMENTS EXECUTED AND DELIVERED HEREWITH REPRESENT THE FINAL
       AGREEMENT BETWEEN THE PARTIES HERETO AND THERETO AND MAY NOT BE
       CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
       AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG
       THE PARTIES.

       [signature pages begin on next page]

<PAGE>

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

                            ARCADIA RECEIVABLES FINANCE CORP. IV


                            By:
                                   Name:
                                   Title:
                                   7825 Washington Avenue South, Suite 901
                                   Minneapolis, Minnesota 55439-2435
                                   Attention:  Treasurer
                                   Facsimile No.:  (612) 942-6620

                            ARCADIA FINANCIAL LTD., individually and
                              as Servicer and Custodian


                            By:
                                   Name:
                                   Title:

                                   7825 Washington Avenue South, Suite 500
                                   Minneapolis, Minnesota  55439-2435
                                   Attention:  Treasurer
                                   Facsimile No.:  (612) 942-6620

                            CREDIT SUISSE FIRST BOSTON, NEW
                              YORK BRANCH, as Agent


                            By:
                                   Name:
                                   Title:


                            By:
                                   Name:
                                   Title:

<PAGE>

                            Eleven Madison Avenue
                            New York, New York  10010
                            Attention:  Asset Finance Department
                            Facsimile No.:  (212) 325-6677


                            NORWEST BANK MINNESOTA,
                              NATIONAL ASSOCIATION, as Backup
                              Servicer and Collateral Agent

                            By:
                                   Name:
                                   Title:

                            Sixth Street and Marquette Avenue
                            Minneapolis, Minnesota 55479-0070
                            Attention: Corporate Trust Services - Asset
                                         Backed Administration
                            Facsimile No.: (612) 667-3539

                            THE BANKS COMMITMENT: $150,000,000    

                            CREDIT SUISSE FIRST BOSTON, NEW
                              YORK BRANCH, as a Bank

                            By:
                                   Name:
                                   Title:

                            By:
                                   Name:
                                   Title:

                            Eleven Madison Avenue
                            New York, New York  10010
                            Attention:  Asset Finance Department
                            Facsimile No.:  (212) 325-6677

<PAGE>


    EXHIBIT A

                             [FORM OF ADVANCE REQUEST]


Credit Suisse First Boston,               Norwest Bank Minnesota, National
New York Branch, as Agent                 Association
Eleven Madison Avenue                     Norwest Center
New York, NY 10010                        Sixth Street & Marquette Avenue
Attention: Margoth Pilla/Eric Shea        Minneapolis, MN  55479-0070
Fax #: (212) 325-6677                     Fax #: (612) 667-3539
Phone #: (212) 325- 9075/9084             Phone#: (612) 667-

RE: Advance Request: $__________


Gentlemen and Ladies:

    This Advance Request is delivered to you pursuant to SECTION 2.2 of the
Receivables Financing Agreement, dated as of September 24, 1998 (together with
all amendments, if any, from time to time made thereto, the "RECEIVABLES
FINANCING AGREEMENT"), among Arcadia Receivables Finance Corp. IV (the
"Borrower"), Arcadia Financial Ltd., Norwest Bank Minnesota, National
Association, the Lenders parties thereto and Credit Suisse First Boston, New
York Branch (the "AGENT") .  Unless otherwise defined herein or the context
otherwise requires, capitalized terms used herein have the meanings provided in
the Receivables Financing Agreement.

    The Borrower hereby requests that on ________, 19__ an Advance be made in
the aggregate principal amount of $_________having a Fixed Period of days
(determined pursuant to SECTION 3.3(b) of the Receivables Financing Agreement).

    The Schedule of Receivables setting forth the Eligible Receivables to be
purchased on the date of the requested Advance by the Borrower under the
Purchase Agreement is attached hereto as Annex I.

    Please wire $____________ to the Reserve Account  and $_________to the
Borrower pursuant to SECTION 2.3 of the Receivable Financing Agreement .  After
giving effect to the requested Advance and the application of the proceeds
thereof, the amount on deposit in the Reserve Account on the Advance Date will
be $______________ which amount equals or exceeds the Minimum Reserve Account
Amount.

    The Borrower hereby acknowledges that, pursuant to SECTION 2.4 of the
Receivables Financing Agreement, each of the delivery of this Advance Request
and the acceptance by the Borrower of the proceeds of the Advances requested
hereby constitutes a representation and warranty by the Borrower that, on the
date of such Advances, and before and after giving

<PAGE>

effect thereto and to the application of the proceeds therefrom in accordance
with the Transaction Documents, all applicable statements set forth in
SECTION 2.4 are true and correct in all material respects.

    The Borrower agrees that if prior to the time of the Advance requested
hereby any matter certified to herein by it will not be true and correct at such
time as if then made, it will immediately so notify the Agent.  Except to the
extent, if any, that prior to the time of the Advance requested hereby the Agent
shall receive written notice to the contrary from the Borrower, each matter
certified to herein shall be deemed once again to be certified as true and
correct at the date of such Advance as if then made.

    The Borrower has caused this Advance Request to be executed and delivered,
and the certification and warranties contained herein to be made, by its duly
authorized officer this      day of           , 19   .

                            ARCADIA RECEIVABLES FINANCE CORP. IV


                            By:
                                   Name:
                                   Title:

ATTACHMENT



                                                                       EXHIBIT B


                                   [FORM OF NOTE]


                                        NOTE

    THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW, AND MAY NOT BE
DIRECTLY OR INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF BY THE OWNER
HEREOF UNLESS SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE ACT AND
SUCH STATE LAWS, AND WILL NOT BE A "PROHIBITED TRANSACTION" UNDER THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA").  BY ACCEPTANCE OF
THIS NOTE, THE HOLDER AGREES TO BE BOUND BY ALL THE TERMS OF THE RECEIVABLES
FINANCING AGREEMENT.

<PAGE>


$______________      _________ __, 1998


    FOR VALUE RECEIVED, the undersigned, Arcadia Receivables Finance Corp. IV,
a Delaware corporation (the "BORROWER"), promises to pay to the order of Credit
Suisse First Boston, New York Branch, as Agent for the Lenders, on the Facility
Termination Date the principal sum of _________________________ _______
($___________) or, if less, the aggregate unpaid principal amount of all
Advances shown on the schedule attached hereto (and any continuation thereof)
and/or in the records of Agent made by the Lenders pursuant to that certain
Receivables Financing Agreement, dated as of  September 24, 1998 (together with
all amendments and other modifications, if any, from time to time thereafter
made thereto, the "RECEIVABLES FINANCING AGREEMENT"), among the Borrower,
Arcadia Financial Ltd., Norwest Bank Minnesota, National Association, the
Lenders parties thereto and Credit Suisse First Boston, New York Branch, as
Agent.  Unless otherwise defined, capitalized terms used herein have the
meanings provided in the Receivables Financing Agreement.

    The Borrower also promises to pay Yield on the unpaid principal amount
hereof from time to time outstanding from the date hereof until maturity
(whether by acceleration or otherwise) and, after maturity, until paid, at the
rates per annum and on the dates specified in the Receivables Financing
Agreement.

    Payments of both principal and Yield are to be made in lawful money of the
United States of America in immediately available funds to the account
designated by the Agent pursuant to the Receivables Financing Agreement.

    This Note is the Note referred to in, and evidences indebtedness incurred
under, the Receivables Financing Agreement, and the holder hereof is entitled to
the benefits of the Receivables Financing Agreement, to which reference is made
for a description of the security for this Note and for a statement of the terms
and conditions on which the Borrower is permitted and required to make
prepayments and repayments of principal of the indebtedness evidenced by this
Note and on which such indebtedness may be declared to be immediately due and
payable.

    All parties hereto, whether as makers, endorsers, or otherwise, severally
waive presentment for payment, demand, protest and notice of dishonor.

    As provided in the Receivables Financing Agreement and subject to certain
limitations therein set forth, the transfer of this Note is registrable in the
Note Register, upon surrender of this Note for registration of transfer at the
office or agency of the Agent in The City of New York, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Note Registrar duly executed by, the holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Notes, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

    The Notes are issuable only in registered form without coupons in minimum

<PAGE>

denominations of $100,000.  As provided in the Agreement and subject to certain
limitations therein set forth, Notes are exchangeable for a like aggregate
principal amount of Notes of a different authorized denomination, as requested
by the holder surrendering the same.

    No service charge shall be made for any such registration of transfer or
exchange, but the Borrower may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

    The Borrower, and any agent of the Borrower, the Collateral Agent and the
Agent may treat the Person in whose name this Note is registered as the owner
hereof for all purposes, whether or not this Note may be overdue, and shall be
affected by notice to the contrary.

    The holder hereof hereby agrees, and any assignee of such holder, by
accepting such assignment, shall be deemed to have agreed, that it will not
institute against the Noncommitted Lender or the Borrower, or join any other
Person in instituting against the Noncommitted Lender or the Borrower, any
insolvency proceeding (namely, any proceeding of the type referred to in the
definition of Event of Bankruptcy) so long as, in the case of the Noncommitted
Lender, any commercial paper or other senior indebtedness issued by the
Noncommitted Lender shall be outstanding or there shall not have elapsed one
year PLUS one day since the last day on which any such commercial paper or other
senior indebtedness shall be outstanding and, in the case of the Borrower, any
Advances or other amounts due from the Borrower hereunder shall be outstanding
or there shall not have elapsed one year PLUS one day since the last day on
which any such Advances or other amounts shall be outstanding.  The foregoing
shall not limit such Person's right to file any claim in or otherwise take any
action with respect to any insolvency proceeding that was instituted by any
Person other than such Person.  The agreement set forth in this paragraph shall
survive payment of this Note.

    THIS NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY OTHERWISE
APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS.


                            ARCADIA RECEIVABLES FINANCE CORP. IV



                            By:
                                   Name:
                                   Title:


       Personally appeared before me ________________________ [name of notary],
in _____________________[county],  ____________________ [state], the above-named

<PAGE>

_______________________ [name of person executing], known or proved to me to be
the same person who executed the foregoing instrument and to be the
_______________________ [title] of ARCADIA RECEIVABLES FINANCE CORP. IV and
acknowledged to me that he executed the same as his free act and deed and the
free act and deed of [                ].

       Subscribed and sworn before me this ____ day of _________, 199_.



                            NOTARY PUBLIC

                            COUNTY OF __________________
                            STATE OF ___________________

                            My commission expires the ____ day of
       ____________, ____.

<PAGE>


    FORM OF ASSIGNMENT FORM

                                  ASSIGNMENT FORM

    If you the holder want to assign this Note, fill in the form below and have
your signature guaranteed:

I or we assign and transfer this Note to:






                   (Print or type name, address and zip code and
                   social security or tax ID number of assignee)

and irrevocably appoint                          , agent to transfer this Note
on the books of the Borrower.  The agent may substitute another to act for him.


Dated:                             Signed:


(sign exactly as the name appears on the other side of this Note)

Signature Guarantee

Important Notice:  When you sign your name to this Assignment Form without
filling in the name of your "Assignee" or "Attorney", this Note becomes fully
negotiable, similar to a check endorsed in blank.  Therefore, to safeguard a
signed Note, it is recommended that you fill in the name of the new owner in the
"Assignee" blank.  Alternatively, instead of using this Assignment Form, you may
sign a separate "power of attorney" form and then mail the unsigned Note and the
signed "power of attorney" in separate envelopes.  For added protection, use
certified or registered mail for a Note.

<PAGE>

Schedule attached to Note
dated ___________, 199_
of [          ] payable to
the order of Credit Suisse
First Boston, New York
Branch, as Agent

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
    DATE OF                       AMOUNT OF                     AMOUNT OF
    ADVANCE                        ADVANCE                      REPAYMENT
--------------------------------------------------------------------------------
<S>                               <C>                           <C>

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

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

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

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

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

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

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

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

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

--------------------------------------------------------------------------------
</TABLE>

<PAGE>

          EXHIBIT C


               [FORM OF INTEREST RATE HEDGE ASSIGNMENT ACKNOWLEDGMENT]


                                             [Date]

     [Name of Hedge Counterparty]
     [Address of Hedge Counterparty]
     Attention:_________________

     ISDA Master Agreement and Schedule, dated as of ___________, 19__ (as
amended, the "Hedge Agreement"), among [Name of Hedge Counterparty] (the
"Counterparty") and Arcadia Receivables Finance Corp. IV ("Company")

     Ladies and Gentlemen:

               Company hereby notifies you that Company has assigned to Norwest
     Bank Minnesota, National Association, as Collateral Agent, under the
     Receivables Financing Agreement identified below, all of its right, title
     and interest in and to any interest rate hedge (each, a "Hedge") entered
     into pursuant to the Hedge Agreement, including, without limitation, (i)
     all rights of Company to receive moneys due and to become due under or
     pursuant to the Hedges, (ii) claims of Company for damages arising out of
     or for breach of or default under the Hedges, (iii) the right of Company to
     terminate the Hedges or the Hedge Agreement, and to compel performance and
     otherwise exercise all remedies thereunder, and (iv) all proceeds of any
     and all of the foregoing (the assignment of all right, title and interest
     of Company in and to the Hedges and the Hedge Agreement being referred to
     as the "Assigned Rights").

               As used herein, "Receivables Financing Agreement" shall mean that
     certain Receivables Financing Agreement, dated as of SEPTEMBER 24, 1998,
     by and among Arcadia Financial Ltd., individually and as Servicer and
     Custodian, the Lenders parties thereto, Credit Suisse First Boston,
     New York Branch, as Agent (the "Agent"), and Norwest Bank Minnesota,
     National Association  ("Norwest), as Backup Servicer and Collateral Agent,
     as the same may from time to time be amended, supplemented or otherwise
     modified and in effect.

               The Counterparty hereby agrees that, until the Counterparty
     receives written notice from the Agent to the contrary, the Counterparty
     shall make all payments under the Hedge Agreement and the Hedges to
     Norwest, as Collateral Agent, as follows:  [INSERT WIRE INSTRUCTIONS].
     Upon the Counterparty's receipt of written notice from the Agent, (i) the
     Counterparty will cease to make any such payments to Norwest, and shall
     make all such payments only to the Agent or as the Agent may from time to
     time direct, and (ii) the Agent shall be entitled to exercise any and all
     rights and remedies of Company under the Hedge

<PAGE>

     Agreement and the Hedges to receive such payments in accordance with the
     terms hereof.

               All payments to be made under the Hedge Agreement and the Hedges
     by the Counterparty shall be made by the Counterparty irrespective of, and
     without deduction for, any counterclaim, defense, recoupment or set-off
     (other than netting for payments owing by Company thereunder in accordance
     with the terms of the Hedge Agreement and the Hedges) and shall be final,
     and the Counterparty will not seek to recover from the Agent or any
     Purchaser for any reason any such payment once made.

               Notwithstanding the foregoing, (a) Company shall remain liable
     under the Hedge Agreement and each Hedge to perform all of its duties and
     obligations thereunder to the same extent as if this Acknowledgment had not
     been executed, (b) the exercise by the Agent of any of the rights hereunder
     shall not release Company from any of its duties or obligations under the
     Hedge Agreement or any Hedge, and (c) neither the Agent nor any Investor
     shall have any obligation or liability under the Hedge Agreement or any
     Hedge by reason of this Acknowledgment, nor shall any of them be obligated
     to perform any of the obligations or duties of Company thereunder or to
     take any action to collect or enforce any claim for payment thereunder.

               Company shall not, without the prior written consent of the Agent
     (i) sell, assign (by operation of law or otherwise) or otherwise dispose
     of, or grant any option with respect to, any of the Assigned Rights, or
     create or permit to exist any lien, security interest, option or other
     charge or encumbrance upon or with respect to any of the Assigned Rights,
     except for the assignment acknowledged hereby; (ii) cancel or terminate the
     Hedge Agreement or any Hedge or consent to or accept any cancellation or
     termination thereof; (iii) amend or otherwise modify the Hedge Agreement or
     any Hedge or give any consent, waiver or approval thereunder; (iv) waive
     any default under or breach of the Hedge Agreement or any Hedge; or (v)
     take any other action in connection with the Hedge Agreement or any Hedge
     which would impair the value of the interest or rights of Company
     thereunder or which would impair the interests or rights of the Agent for
     the benefit of the Lenders.

               No amendment or waiver of any provision hereof, and no consent to
     any departure by Company herefrom shall in any event be effective unless
     the same shall be in writing and signed by the Agent, Company and the
     Counterparty, and then such waiver or consent shall be effective only in
     the specific instance and for the specific purpose for which given.

               This letter agreement may be executed in counterparts, each of
     which when executed by the parties hereto shall be deemed an original and
     all of which together shall be deemed the same instrument.

               This letter agreement shall be binding upon Company and the
     Counterparty and their respective successors and assigns, and shall inure,
     together with the rights and remedies of the Agent hereunder, to the
     benefit of the Agent and Investors, and their respective successors,
     transferees and assigns.  This letter agreement shall be governed by and
     construed in accordance with the laws (including Section 5-1401 of the
     General

<PAGE>

     Obligations Laws of New York but otherwise without regard to conflicts of
     law provisions) of the State of New York.

                                   Very truly yours,

                                   ARCADIA RECEIVABLES FINANCE CORP. IV


                                   By
                                   Name:
                                   Title:
--------------------------------------------------------------------------------
Acknowledged and agreed:

[NAME OF HEDGE
COUNTERPARTY]


By
Name:
Title:
--------------------------------------------------------------------------------
CREDIT SUISSE FIRST BOSTON,
NEW YORK BRANCH, as Agent


By
Name:
Title:


By
Name:
Title:

<PAGE>

                                                                       EXHIBIT D


                        [FORM OF BORROWING BASE CONFIRMATION]

<PAGE>

                                                                       EXHIBIT E


                          [FORM OF SERVICER'S CERTIFICATE]


                                                                       EXHIBIT F

                                 JOINDER SUPPLEMENT


     JOINDER SUPPLEMENT, dated as of the date set forth in Item 1 of Schedule I
hereto, among Arcadia Financial Ltd., individually and as Servicer ("AFL"),
Arcadia Receivables Finance Corp. IV (the "BORROWER"), the Structured Lender set
forth in Item 2 of Schedule I hereto (the "NONCOMMITTED LENDER"), and Credit
Suisse First Boston, New York Branch, as Agent for the Lenders under, and as
defined in, the Agreement described below (in such capacity, the "AGENT").

                                W I T N E S S E T H:

     WHEREAS, this Supplement is being executed and delivered under the
Receivables Financing Agreement, dated as of September 24, 1998, among AFL, the
Borrower, the Lenders, Norwest Bank Minnesota, National Association ("NORWEST"),
and the Agent (as from time to time amended, supplemented or otherwise modified
in accordance with the terms thereof, the "AGREEMENT"; unless otherwise defined
herein, terms defined in the Agreement are used herein as therein defined); and

     WHEREAS, the party set forth in Item 2 of Schedule I hereto wishes to
become the Noncommitted Lender party to the Agreement;

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

     (a)  Upon receipt by the Agent of five counterparts of this Supplement, to
each of which is attached a fully completed Schedule I and Schedule II, each of
which has been executed by the Noncommitted Lender, the Agent, AFL and the
Borrower, the Agent will transmit to AFL, the Borrower, Norwest and the
Noncommitted Lender a Joinder Effective Notice, substantially in the form of
Schedule III to this Supplement (a "JOINDER EFFECTIVE NOTICE").  Such Joinder
Effective Notice shall be executed by the Agent and shall set forth, INTER ALIA,
the date on which the joinder effected by this Supplement shall become effective
(the "JOINDER EFFECTIVE DATE").   From and after the Joinder Effective Date, the
party set forth in Item 2 of Schedule I hereto shall be the Noncommitted Lender
and a Lender party to the Agreement for all purposes thereof.

     (b)  Each of the parties to this Supplement agrees and acknowledges that at
any time and from time to time upon the written request of any other party, it
will execute and

<PAGE>

deliver such further documents and do such further acts and things as such other
party may reasonably request in order to effect the purposes of this Supplement.

     (c)  By executing and delivering this Supplement, the Noncommitted Lender
confirms to and agrees with the Agent and the Lenders as follows:  (i) neither
the Agent nor any Lender makes any representation or warranty or assumes any
responsibility with respect to any statements, warranties or representations
made in or in connection with the Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Agreement or
any other instrument or document furnished pursuant thereto, or with respect to
the Receivables or the financial condition of AFL or the Borrower, or the
performance or observance by AFL or the Borrower of any of their respective
obligations under the Agreement or any other instrument or document furnished
pursuant hereto; (ii) the Noncommitted Lender confirms that it has received a
copy of such documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into this Supplement; (iii) the
Noncommitted Lender will, independently and without reliance upon the Agent or
any other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Agreement; (iv) the Noncommitted Lender appoints and
authorizes the Agent to take such action as agent on its behalf and to exercise
such powers under the Agreement as are delegated to the Agent by the terms
thereof, together with such powers as are reasonably incidental thereto, all in
accordance with Article XV of the Agreement; and (vi) the Noncommitted Lender
agrees (for the benefit of the parties hereto, the Lenders and Norwest) that it
will perform in accordance with their terms all of the obligations which by the
terms of the Agreement are required to be performed by it as a Lender which is a
Noncommitted Lender.

     (d)  Schedule II hereto sets forth administrative information with respect
to the Noncommitted Lender.

     (e)  This Supplement shall be governed by, and construed in accordance
with, the laws of the State of New York.


     IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be
executed by their respective duly authorized officers on Schedule I hereto as of
the date set forth in Item 1 of Schedule I hereto.

<PAGE>

                                                                   SCHEDULE I TO
                                                              JOINDER SUPPLEMENT


                           COMPLETION OF INFORMATION AND
                         SIGNATURES FOR JOINDER SUPPLEMENT


          Receivables Financing Agreement, dated as of September 24, 1998, with
     Arcadia Financial Ltd., the other parties thereto and Credit Suisse First
     Boston, New York Branch, as Agent.


Item 1:   Date of Joinder Supplement:        ______________

Item 2:   Noncommitted Purchaser:       _________________________________

Item 3:   Signatures of Parties to Agreement:


          ___________________________, as Noncommitted           Lender


                                   By:  ____________________________________, as
Attorney-in-Fact


                                        By:_____________________________________
                                              Name:
                                              Title:


                                        By:_____________________________________
                                              Name:
                                              Title:


ARCADIA FINANCIAL LTD., individually and as Servicer

                                   By:_____________________________________
                                         Name:
                                         Title:

<PAGE>
                                   ARCADIA RECEIVABLES FINANCE CORP. IV


                                        By:_________________________________
                                        Name:
                                        Title:


CREDIT SUISSE FIRST BOSTON, NEW YORK
BRANCH, as Agent


                                   By:________________________________
                                             Name:
                                             Title:


                                   By:________________________________
                                             Name:
                                             Title:

<PAGE>

                                                                  SCHEDULE II TO
                                                              JOINDER SUPPLEMENT


                         LIST OF INVESTING OFFICES, ADDRESS
                         FOR NOTICES AND WIRE INSTRUCTIONS




     ADDRESS FOR NOTICES:     ________________________
                              ________________________
                              ________________________

INVESTING OFFICE:   ________________________

     WIRE INSTRUCTIONS:  ________________________

<PAGE>

                                                                 SCHEDULE III TO
                                                              JOINDER SUPPLEMENT


                                      FORM OF
                              JOINDER EFFECTIVE NOTICE


[Name and address of AFL, the Borrower, Norwest
          and Noncommitted Lender]

     The undersigned, as Agent under the Receivables Financing Agreement, 
dated as of September 24, 1998, with Arcadia Financial Ltd., the other 
parties thereto and Credit Suisse First Boston, New York Branch, as Agent for 
the Lenders thereunder, acknowledges receipt of five executed counterparts of 
a completed Joinder Supplement. [Note: attach copies of Schedules I and II 
from such Agreement.]  Terms defined in such Supplement are used herein as 
therein defined.

               Pursuant to such Supplement, you are advised that the Joinder
Effective Date for [Name of Noncommitted Lender] will be _____________.


                               Very truly yours,

                               CREDIT SUISSE FIRST BOSTON,
                                 NEW YORK BRANCH, as Agent


                               By:_______________________
                                     Name:
                                     Title:


                               By:_______________________
                                     Name:
                                     Title:

<PAGE>


                                  TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                       Page
                                                                       ----
<S>                                                                    <C>
RECEIVABLES FINANCING AGREEMENT                                           1
BACKGROUND                                                                1

                             ARTICLE I DEFINITIONS
SECTION 1.1   DEFINED TERMS                                               1
SECTION 1.2   OTHER DEFINITIONAL PROVISIONS                              29

              ARTICLE II THE FACILITY, ADVANCE PROCEDURES AND NOTE
SECTION 2.1   FACILITY                                                   30
SECTION 2.2   ADVANCE PROCEDURES                                         30
SECTION 2.3   FUNDING                                                    30
SECTION 2.4   REPRESENTATION AND WARRANTY                                31
SECTION 2.5   [Intentionally left blank]                                 31
SECTION 2.6   [Intentionally left blank]                                 31
SECTION 2.7   VOLUNTARY TERMINATION OF FACILITY; REDUCTION OF
               FACILITY                                                  31
SECTION 2.8   NOTE                                                       31

                         ARTICLE III YIELD, FEES, ETC.
SECTION 3.1   YIELD                                                      32
SECTION 3.2   YIELD PAYMENT DATES                                        32
SECTION 3.3   YIELD ALLOCATIONS; SELECTION OF FIXED PERIODS, ETC.        32
SECTION 3.4   FEES                                                       33
SECTION 3.5   COMPUTATION OF YIELD AND FEES                              33

                     ARTICLE IV REPAYMENTS AND PREPAYMENTS
SECTION 4.1   REPAYMENTS AND PREPAYMENTS                                 33

                           ARTICLE V PAYMENTS; TAXES
SECTION 5.1   MAKING OF PAYMENTS; TAXES                                  34
SECTION 5.2   APPLICATION OF CERTAIN PAYMENTS                            35
SECTION 5.3   DUE DATE EXTENSION                                         35

                           ARTICLE VI INCREASED COSTS, ETC.

<PAGE>

SECTION 6.1   INCREASED COSTS                                            36
SECTION 6.2   ADDITIONAL YIELD ON ADVANCES BEARING A EURODOLLAR RATE     37
SECTION 6.3   FUNDING LOSSES                                             37
SECTION 6.4   REPLACEMENT OF AFFECTED PERSON                             37

               ARTICLE VII EFFECTIVENESS; CONDITIONS TO ADVANCES
SECTION 7.1   EFFECTIVENESS                                              38
SECTION 7.2   ALL ADVANCES                                               39

            ARTICLE VIII ADMINISTRATION AND SERVICING OF RECEIVABLES
SECTION 8.1   DUTIES OF THE SERVICER                                     41
SECTION 8.2   COLLECTION OF RECEIVABLE PAYMENTS; MODIFICATION AND
               AMENDMENT OF RECEIVABLES; LOCKBOX AGREEMENTS              42
SECTION 8.3   REALIZATION UPON RECEIVABLES                               44
SECTION 8.4   INSURANCE                                                  45
SECTION 8.5   MAINTENANCE OF SECURITY INTERESTS IN FINANCED VEHICLES     46
SECTION 8.6   COVENANTS, REPRESENTATIONS AND WARRANTIES OF SERVICER      47
SECTION 8.7   PURCHASE OF RECEIVABLES UPON BREACH OF COVENANT OR
               REPRESENTATION AND WARRANTY                               50
SECTION 8.8   TOTAL SERVICING FEE; PAYMENT OF CERTAIN EXPENSES BY
               SERVICER                                                  51
SECTION 8.9   SERVICER'S CERTIFICATE                                     51
SECTION 8.10  ANNUAL STATEMENT AS TO COMPLIANCE; NOTICE OF SERVICER
               TERMINATION EVENT                                         52
SECTION 8.11  ANNUAL INDEPENDENT ACCOUNTANTS' REPORT                     52
SECTION 8.12  ACCESS TO CERTAIN DOCUMENTATION; WEEKLY REVIEW             53
SECTION 8.13  MONTHLY TAPE                                               53
SECTION 8.14  RETENTION OF SERVICER                                      54
SECTION 8.15  FIDELITY BOND                                              54
SECTION 8.16  INSURANCE                                                  55
SECTION 8.17  ACCOUNTS                                                   55
SECTION 8.18  COLLECTIONS                                                55
SECTION 8.19  APPLICATION OF COLLECTIONS                                 56

                     ARTICLE IX GRANT OF SECURITY INTERESTS
SECTION 9.1   BORROWER'S GRANT OF SECURITY INTEREST                      56
SECTION 9.2   DELIVERY OF COLLATERAL                                     58
SECTION 9.3   BORROWER REMAINS LIABLE                                    58
SECTION 9.4   COVENANTS OF THE BORROWER AND SERVICER REGARDING THE
               COLLATERAL                                                58
SECTION 9.5   RELEASE OF BORROWER COLLATERAL                             61

            ARTICLE X REPRESENTATIONS AND WARRANTIES OF THE BORROWER
SECTION 10.1  ORGANIZATION AND GOOD STANDING                             62
SECTION 10.2  DUE QUALIFICATION                                          62

<PAGE>

SECTION 10.3  POWER AND AUTHORITY                                        63
SECTION 10.4  SECURITY INTEREST; BINDING OBLIGATIONS                     63
SECTION 10.5  NO VIOLATION                                               63
SECTION 10.6  NO PROCEEDINGS                                             63
SECTION 10.7  NO CONSENTS                                                64
SECTION 10.8  USE OF PROCEEDS                                            64
SECTION 10.9  CHIEF EXECUTIVE OFFICE                                     64
SECTION 10.10 SOLVENCY                                                   64
SECTION 10.11 TAX TREATMENT                                              64
SECTION 10.12 COMPLIANCE WITH LAWS                                       64
SECTION 10.13 TAXES                                                      64
SECTION 10.14 CERTIFICATES                                               65
SECTION 10.15 NO LIENS, ETC.                                             65
SECTION 10.16 PURCHASE AND SALE                                          65
SECTION 10.17 INVESTMENT COMPANY ACT OF 1940                             65
SECTION 10.18 INFORMATION TRUE AND CORRECT                               65
SECTION 10.19 ERISA COMPLIANCE                                           65
SECTION 10.20 FINANCIAL OR OTHER CONDITION                               65
SECTION 10.21 INVESTMENT COMPANY STATUS                                  66
SECTION 10.22 NO TRADE NAMES                                             66
SECTION 10.23 SEPARATE CORPORATE EXISTENCE                               66
SECTION 10.24 INVESTMENTS                                                66
SECTION 10.25 REPRESENTATION AND WARRANTIES TRUE AND CORRECT             66
SECTION 10.26 TRANSACTION DOCUMENTS                                      66
SECTION 10.27 OWNERSHIP OF THE BORROWER                                  67
SECTION 10.28 ELIGIBLE RECEIVABLES                                       67

                      ARTICLE XI COVENANTS OF THE BORROWER
SECTION 11.1  PROTECTION OF SECURITY INTEREST OF THE SECURED PARTIES     67
SECTION 11.2  REPORTING REQUIREMENTS                                     68
SECTION 11.3  PRESERVATION OF EXISTENCE                                  69
SECTION 11.4  KEEPING OF RECORDS AND BOOKS OF ACCOUNT                    69
SECTION 11.5  SEPARATE CORPORATE EXISTENCE                               69
SECTION 11.6  INTEREST RATE HEDGES                                       70
SECTION 11.7  TANGIBLE NET WORTH                                         70
SECTION 11.8  TAKE-OUT SECURITIZATION                                    71
SECTION 11.9  SALES, LIENS, ETC., AGAINST RECEIVABLES AND RELATED
               ASSETS                                                    71
SECTION 11.10 STOCK, MERGER, CONSOLIDATION, ETC.                         71
SECTION 11.11 CHANGE IN CORPORATE NAME                                   71
SECTION 11.12 INDEBTEDNESS                                               71
SECTION 11.13 GUARANTEES                                                 71
SECTION 11.14 LIMITATION ON TRANSACTIONS WITH AFFILIATES                 71
SECTION 11.15 DOCUMENTS                                                  72
SECTION 11.16 CHARTER AND BY-LAWS                                        72
SECTION 11.17 ACCOUNTING TREATMENT                                       72
SECTION 11.18 LIMITATION ON INVESTMENTS                                  72


<PAGE>

SECTION 11.19 DIVIDENDS                                                  72
SECTION 11.20 OTHER LIENS OR INTERESTS                                   72

                            ARTICLE XII THE SERVICER
SECTION 12.1  LIABILITY OF SERVICER; INDEMNITIES                         73
SECTION 12.2  MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE
               OBLIGATIONS OF, THE SERVICER OR BACKUP SERVICER           74
SECTION 12.3  LIMITATION ON LIABILITY OF SERVICER, BACKUP SERVICER AND
               OTHERS                                                    75
SECTION 12.4  DELEGATION OF DUTIES                                       76
SECTION 12.5  SERVICER AND BACKUP SERVICER NOT TO RESIGN                 76

                    ARTICLE XIII SERVICER TERMINATION EVENTS
SECTION 13.1  SERVICER TERMINATION EVENT                                 77
SECTION 13.2  CONSEQUENCES OF A SERVICER TERMINATION EVENT               78
SECTION 13.3  APPOINTMENT OF SUCCESSOR SERVICER                          79

             ARTICLE XIV FACILITY TERMINATION EVENTS; THEIR EFFECT
SECTION 14.1  FACILITY TERMINATION EVENTS                                80
SECTION 14.2  EFFECT OF FACILITY TERMINATION EVENT                       83
SECTION 14.3  CERTAIN RIGHTS UPON FACILITY TERMINATION EVENT             83

                              ARTICLE XV THE AGENT
SECTION 15.1  APPOINTMENT                                                84
SECTION 15.2  DELEGATION OF DUTIES                                       84
SECTION 15.3  EXCULPATORY PROVISIONS                                     84
SECTION 15.4  RELIANCE BY AGENT                                          85
SECTION 15.5  ACTION UPON CERTAIN EVENTS; REPORTS AND NOTICES            85
SECTION 15.6  NON-RELIANCE ON AGENT                                      86
SECTION 15.7  INDEMNIFICATION                                            86
SECTION 15.8  SUCCESSOR AGENT                                            86
SECTION 15.9  LIABILITY OF THE AGENT                                     87
SECTION 15.10  AGENT AND AFFILIATES                                      87

                            ARTICLE XVI ASSIGNMENTS
SECTION 16.1  RESTRICTIONS ON ASSIGNMENTS                                88
SECTION 16.2  DOCUMENTATION                                              88
SECTION 16.3  RIGHTS OF ASSIGNEE                                         88
SECTION 16.4  NOTICE OF ASSIGNMENT                                       88
SECTION 16.5  REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE        88
SECTION 16.6  MUTILATED, DESTROYED, LOST AND STOLEN NOTES                90
SECTION 16.7  PERSONS DEEMED OWNERS                                      90
SECTION 16.8  CANCELLATION                                               90
SECTION 16.9  PARTICIPATIONS                                             91

                          ARTICLE XVII INDEMNIFICATION
SECTION 17.1  GENERAL INDEMNITY OF THE BORROWER                          91
SECTION 17.2  [Intentionally left blank]                                 93

<PAGE>

SECTION 17.3  CONTRIBUTION                                               93

                          ARTICLE XVIII MISCELLANEOUS
SECTION 18.1  NO WAIVER; REMEDIES                                        93
SECTION 18.2  AMENDMENTS, WAIVERS                                        93
SECTION 18.3  NOTICES, ETC.                                              94
SECTION 18.4  COSTS, EXPENSES AND TAXES                                  94
SECTION 18.5  BINDING EFFECT; SURVIVAL                                   95
SECTION 18.6  CAPTIONS AND CROSS REFERENCES                              95
SECTION 18.7  SEVERABILITY                                               95
SECTION 18.8  GOVERNING LAW                                              95
SECTION 18.9  COUNTERPARTS                                               95
SECTION 18.10 WAIVER OF JURY TRIAL                                       95
SECTION 18.11 CONFLICT WAIVER                                            96
SECTION 18.12 NO PROCEEDINGS                                             96
SECTION 18.13 LIMITED RECOURSE TO THE LENDERS                            97
SECTION 18.14 COLLATERAL AGENT                                           97
SECTION 18.15 CUSTODIAN                                                  97
SECTION 18.16 ENTIRE AGREEMENT                                           97
   __________
</TABLE>

EXHIBITS:

EXHIBIT A        Form of Advance Request (Section 2.2)
EXHIBIT B        Form of Note (Section 2.8)
EXHIBIT C        Form of Interest Rate Hedge Acknowledgment (Section 7.2)
EXHIBIT D        Form of Borrowing Base Confirmation (Section 7.2)
EXHIBIT E        Form of Servicer's Certificate (Section 8.9)
EXHIBIT F        Form of Joinder Supplement (Section 7.1)