<PAGE>

                                                                       EXH. 10.5


                              SPREAD ACCOUNT AGREEMENT,

                             dated as of March 25, 1993,

                               as amended and restated

                               as of September 12, 1996

                                        among

                               OLYMPIC FINANCIAL LTD.,

                          OLYMPIC RECEIVABLES FINANCE CORP.,

                          FINANCIAL SECURITY ASSURANCE INC.

                                         and

                    NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,

                          as Trustee and as Collateral Agent

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                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

                                    ARTICLE I

                                   DEFINITIONS

Section 1.01.  Definitions  . . . . . . . . . . . . . . . . . . . . . . . . .  2
Section 1.02.  Rules of Interpretation  . . . . . . . . . . . . . . . . . . . 12

                                    ARTICLE II

            CREDIT ENHANCEMENT FEE; SERIES SUPPLEMENTS; THE COLLATERAL

Section 2.01.  Series 1993-A Credit Enhancement Fee . . . . . . . . . . . . . 12
Section 2.02.  Series Supplements . . . . . . . . . . . . . . . . . . . . . . 13
Section 2.03.  Grant of Security Interest by OFL and the Seller . . . . . . . 13
Section 2.04.  Priority . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 2.05.  Seller and OFL Remain Liable . . . . . . . . . . . . . . . . . 14
Section 2.06.  Maintenance of Collateral. . . . . . . . . . . . . . . . . . . 15
Section 2.07.  Termination and Release of Rights. . . . . . . . . . . . . . . 15
Section 2.08.  Non-Recourse Obligations of Seller . . . . . . . . . . . . . . 16

                                   ARTICLE III

                                 SPREAD ACCOUNTS

Section 3.01.  Establishment of Spread Accounts; Initial Deposits into
               Spread Accounts. . . . . . . . . . . . . . . . . . . . . . . . 16
Section 3.02.  Investments. . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 3.03.  Distributions: Priority of Payments. . . . . . . . . . . . . . 19
Section 3.04.  General Provisions Regarding Spread Accounts . . . . . . . . . 22
Section 3.05.  Reports by the Collateral Agent. . . . . . . . . . . . . . . . 23

                                    ARTICLE IV

                               THE COLLATERAL AGENT

Section 4.01.  Appointment and Powers . . . . . . . . . . . . . . . . . . . . 23
Section 4.02.  Performance of Duties. . . . . . . . . . . . . . . . . . . . . 24
Section 4.03.  Limitation on Liability. . . . . . . . . . . . . . . . . . . . 24
Section 4.04.  Reliance upon Documents. . . . . . . . . . . . . . . . . . . . 24
Section 4.05.  Successor Collateral Agent . . . . . . . . . . . . . . . . . . 25
Section 4.06.  Indemnification. . . . . . . . . . . . . . . . . . . . . . . . 26
Section 4.07.  Compensation and Reimbursement . . . . . . . . . . . . . . . . 27


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Section 4.08.  Representations and Warranties of the Collateral Agent . . . . 27
Section 4.09.  Waiver of Setoffs. . . . . . . . . . . . . . . . . . . . . . . 27
Section 4.10.  Control by the Controlling Party . . . . . . . . . . . . . . . 28

                                    ARTICLE V

                             COVENANTS OF THE SELLER

Section 5.01.  Preservation of Collateral . . . . . . . . . . . . . . . . . . 28
Section 5.02.  Opinions as to Collateral. . . . . . . . . . . . . . . . . . . 28
Section 5.03.  Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 5.04.  Waiver of Stay or Extension Laws; Marshalling of Assets. . . . 29
Section 5.05.  Noninterference, etc.. . . . . . . . . . . . . . . . . . . . . 29
Section 5.06.  Seller Changes . . . . . . . . . . . . . . . . . . . . . . . . 29

                                    ARTICLE VI

                   CONTROLLING PARTY; INTERCREDITOR PROVISIONS

Section 6.01.  Appointment of Controlling Party . . . . . . . . . . . . . . . 30
Section 6.02.  Controlling Party's Authority. . . . . . . . . . . . . . . . . 30
Section 6.03.  Rights of Secured Parties. . . . . . . . . . . . . . . . . . . 32
Section 6.04.  Degree of Care . . . . . . . . . . . . . . . . . . . . . . . . 32

                                   ARTICLE VII

                              REMEDIES UPON DEFAULT

Section 7.01.  Remedies upon a Default. . . . . . . . . . . . . . . . . . . . 33
Section 7.02.  Waiver of Default. . . . . . . . . . . . . . . . . . . . . . . 33
Section 7.03.  Restoration of Rights and Remedies . . . . . . . . . . . . . . 33
Section 7.04.  No Remedy Exclusive. . . . . . . . . . . . . . . . . . . . . . 34

                                   ARTICLE VIII

                                  MISCELLANEOUS

Section 8.01.  Further Assurances . . . . . . . . . . . . . . . . . . . . . . 34
Section 8.02.  Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 8.03.  Amendments; Waivers. . . . . . . . . . . . . . . . . . . . . . 34
Section 8.04.  Severability . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 8.05.  Nonpetition Covenant . . . . . . . . . . . . . . . . . . . . . 35
Section 8.06.  Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 8.07.  Term of this Agreement . . . . . . . . . . . . . . . . . . . . 37


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Section 8.08.  Assignments: Third-Party Rights; Reinsurance . . . . . . . . . 37
Section 8.09.  Consent of Controlling Party . . . . . . . . . . . . . . . . . 38
Section 8.10.  Trial by Jury Waived . . . . . . . . . . . . . . . . . . . . . 38
Section 8.11.  Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 8.12.  Consents to Jurisdiction . . . . . . . . . . . . . . . . . . . 38
Section 8.13.  Limitation of Liability. . . . . . . . . . . . . . . . . . . . 39
Section 8.14.  Determination of Adverse Effect. . . . . . . . . . . . . . . . 39
Section 8.15.  Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 8.16.  Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

EXHIBIT A      Form of Pooling and Servicing Agreement














                                      iii
<PAGE>

SPREAD ACCOUNT AGREEMENT, dated as of March 25, 1993, as amended and restated as
of September 12, 1996 (the "Agreement"), by and among OLYMPIC FINANCIAL LTD., a
Minnesota corporation ("OFL"), OLYMPIC RECEIVABLES FINANCE CORP., a Delaware
corporation (the "Seller"), FINANCIAL SECURITY ASSURANCE INC., a New York stock
insurance company ("Financial Security") and NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, a national banking association in its capacities as Trustee under
each Pooling and Servicing Agreement referred to below and as Trustee under each
Indenture referred to below, in such capacity as agent for the Noteholders and
Certificateholders with respect to the related Series (in each such capacities
the "Trustee") and as Collateral Agent (as defined below).

                                    RECITALS

          1.   Olympic Automobile Receivables Trust, 1993-A (the "Series 1993-A
Trust") was formed pursuant to a Pooling and Servicing Agreement, dated as of
March 1, 1993 (the "Series 1993-A Pooling and Servicing Agreement"), among OFL,
as Servicer, the Seller, the Trustee and the Backup Servicer.

          2.   Pursuant to the Series 1993-A Pooling and Servicing Agreement,
the Seller sold to the Series 1993-A Trust all of its right, title and interest
in and to the Receivables and certain other Trust Property in exchange for the
Series 1993-A Certificates.

          3.   The Seller has requested that Financial Security issue the 
Series 1993-A Policy to the Trustee to guarantee payment of the Guaranteed
Distributions (as defined in such Policy) on each Distribution Date in respect
of the Series 1993-A Certificates.

          4.   In partial consideration of the issuance of the Series 1993-A
Policy, the Seller has agreed that Financial Security shall have certain rights
as Controlling Party, to the extent set forth herein with respect to the 
Series 1993-A Trust.

          5.   The Seller is a wholly owned special purpose subsidiary of OFL.
The Series 1993-A Trust has agreed to pay a certain Credit Enhancement Fee to
the Seller in consideration of the obligations of the Seller and OFL pursuant
hereto in respect of the Series 1993-A Certificates and in consideration of the
obligations of OFL pursuant to the Series 1993-A Insurance Agreement (such
obligations forming part of the Series 1993-A Insurer Secured Obligations
referred to herein). The Series 1993-A Insurer Secured Obligations form part of
the consideration to Financial Security for its issuance of the Series 1993-A
Policy.

          6.   In order to secure the performance of the Series 1993-A Secured
Obligations, to further effect and enforce the subordination provisions to which
the Credit Enhancement Fee is subject, and in consideration of the receipt of
the Credit Enhancement Fee, OFL and the Seller agreed to pledge the 
Series 1993-A Collateral as Collateral to the Collateral Agent for the benefit
of Financial Security and for the benefit of the Trustee on behalf of the Trust,
upon the terms and conditions set forth herein.

          7.   It is contemplated (A) that the Seller and OFL may enter into one
or more additional Pooling and Servicing Agreements with the Trustee and the
Backup Servicer pursuant 

<PAGE>

to which the Seller will sell all of its right, title and interest in pools 
of Receivables, and that Financial Security in its discretion may issue one 
or more Policies with respect to certain guaranteed distributions on the 
corresponding Series of Certificates and (B) that the Seller and OFL may 
enter into one or more Sale and Servicing Agreements with the related Trust 
and the Backup Servicer pursuant to which the Seller will sell all of its 
right, title and interest in pools of Receivables (each, a "Sale and 
Servicing Agreement"), that the Trust will issue one or more classes of 
Certificates pursuant to a Trust Agreement among the Seller, Financial 
Security, an Owner Trustee and certain other parties specified therein (each, 
a "Trust Agreement"), and will issue one or more classes of Notes pursuant to 
an Indenture among the related Trust, the Indenture Trustee and the 
Collateral Agent, and that Financial Security in its discretion may issue one 
or more Policies with respect to certain guaranteed distributions on the 
corresponding Series of Certificates and may issue one or more Policies with 
respect to certain scheduled payments on the corresponding Series of Notes.  
In connection with any such issuance of additional Policies, it is 
contemplated that Financial Security will obtain certain Controlling Party 
rights with respect to the related Series, and that, in connection with each 
such additional Series, the parties hereto will enter into a Series 
Supplement hereto pursuant to which the Seller will pledge additional 
Collateral pursuant to the terms hereof.

          8.   The Seller has entered into a Repurchase Agreement dated as of
August 1, 1994 with Telluride Funding Corp. (the "Issuer") (the "Repurchase
Agreement") pursuant to which the Seller has sold or will sell all of its right,
title and interest in Receivables, and that the Issuer will issue one or more
classes or tranches of Notes pursuant to an Indenture among the Issuer, the
Indenture Trustee and the Collateral Agent, and that Financial Security in its
discretion may issue one or more Policies with respect to certain scheduled
payments on the corresponding Notes. 

          9.   The parties have previously executed, amended and restated this
Agreement, and now wish to further amend and restate this Agreement to
supplement certain provisions therein in order to reflect the intent of the
parties.

                                  AGREEMENTS

          In consideration of the premises, and for other good and valuable
consideration, the adequacy, receipt and sufficiency of which are hereby
acknowledged the parties hereto agree as follows:


                                   ARTICLE I

                                  DEFINITIONS

          Section 1.01.      DEFINITIONS.  All terms defined in the document
entitled "OFL Grantor Trusts Standard Terms and Conditions of Agreement
Effective March 1, 1993" (the "Standard Terms and Conditions") shall have the
same meaning with respect to each Series in this Agreement. If the related
Series was issued pursuant to a Pooling and Servicing Agreement, all terms
defined in Section 1.01 of such Pooling and Servicing Agreement shall 


                                       2

<PAGE>

have the same meaning with respect to the related Series in this Agreement. 
If the related Series was issued pursuant to a Trust Agreement, Sale and 
Servicing Agreement and Indenture, all terms defined in the related Sale and 
Servicing Agreement shall have the same meaning with respect to the related 
Series in this Agreement.  If the related Series was issued pursuant to an 
Indenture and the related Receivables were sold to the Issuer pursuant to a 
Repurchase Agreement, all terms defined in the related Servicing Agreement 
and Repurchase Agreement shall have the same meaning with respect to the 
related Series in this Agreement.  If a term is defined herein with respect 
to Series 1993-A, if applicable, such term shall be defined with respect to 
any other Series in the Series Supplement related thereto.  The following 
terms shall have the following respective meanings:

          "AUTHORIZED OFFICER" means, (i) with respect to Financial Security,
the Chairman of the Board, the President, the Executive Vice President or any
Managing Director of Financial Security, (ii) with respect to the Trustee or the
Collateral Agent, any Vice President or Trust Officer thereof, (iii) with
respect to OFL, the President or any Vice President thereof, and (iv) with
respect to the Seller, the President or any Vice President thereof.

          "AVERAGE DELINQUENCY RATIO" means, with respect to any Series and any
Determination Date, the arithmetic average of the Delinquency Ratios for such
Determination Date and the two immediately preceding Determination Dates.  

          "CAPTURE EVENT" means the occurrence of an "Event of Default," as
defined in the Indenture, dated as of April 28, 1995, between OFL and Norwest
Bank Minnesota, National Association, as amended or supplemented, relating to
OFL's $145,000,000 13% Senior Notes due 2000, with respect to which a permanent
waiver has not been effected in accordance with the terms of such agreement.

          "COLLATERAL" means the Series 1993-A Collateral and, with respect to
any other Series, all collateral delivered hereunder with respect to each of the
Series, as specified in the related Series Supplement.

          "COLLATERAL AGENT" means, initially, Norwest Bank Minnesota, National
Association, in its capacity as collateral agent on behalf of the Secured
Parties, including its successors in interest, until a successor Person shall
have become the Collateral Agent pursuant to Section 4.05 hereof, and thereafter
"Collateral Agent" shall mean such successor Person.

          "COLLECTION ACCOUNT SHORTFALL" means (A), with respect to any Series
created pursuant to a Pooling and Servicing Agreement, any Distribution Date,
and a time of determination, the excess, if any, of the amount required to be
distributed on such Distribution Date pursuant to subsections (i) through (vi)
of Section 4.6(a) of the Standard Terms and Conditions over the amount on
deposit in and available for distribution (or, for the purposes of 
Section 3.03(a), calculated on a pro forma basis to be on deposit in and 
available for distribution) on such Distribution Date from the Collection 
Account related to such Series, and (B) with respect to any Series created 
pursuant to a Trust Agreement, Sale and Servicing Agreement and Indenture, or
with respect to any Series issued by the Issuer, the meaning assigned in the 
related Series Supplement.


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<PAGE>

          "CONTROLLING PARTY" means with respect to a Series, at any time, the
Person designated as the Controlling Party at such time pursuant to Section 6.01
hereof.

          "CRAM DOWN LOSS" means, if a court of appropriate jurisdiction in an
insolvency proceeding shall have issued an order reducing the Principal Balance
of a Receivable, the amount of such reduction. A "Cram Down Loss" shall be
deemed to have occurred on the date of issuance of such order.

          "CUMULATIVE DEFAULT RATE" means, with respect to any Determination
Date and any Series, the fraction, expressed as a percentage, the numerator of
which is equal to the sum of (a) the Principal Balance of all Receivables which
became Spread Account Liquidated Receivables since the Cutoff Date as of the
related Accounting Date plus (b) the Principal Balance of all Receivables with
respect to which all or any portion of a Scheduled Payment has become 91 or more
days delinquent as of the related Accounting Date (not including those
Receivables included in clause (a) above) and the denominator of which is equal
to the sum of (i) the original Aggregate Principal Balance as of the Initial
Cutoff Date plus (ii) the Prefunded Amount as of the Series Closing Date.  

          "CUMULATIVE NET LOSS RATE" means, with respect to any Determination
Date and any Series, the fraction, expressed as a percentage, the numerator of
which is equal to the sum of (a) Net Losses for such Determination Date plus 
(b) 40% of the Principal Balance of all Receivables with respect to which all or
any portion of a Scheduled Payment has become 91 or more days delinquent (not
including Receivables included under the definition of Net Losses in clause 
(a) above) as of the related Accounting Date and the denominator of which is 
equal to the sum of (i) the original Aggregate Principal Balance as of the 
Initial Cutoff Date plus (ii) the Prefunded Amount as of the Series Closing 
Date.

          "DEEMED CURED" means,  (a) with respect to a Trigger Event that has
occurred pursuant to clause (i) or (ii) of the definition thereof, as of a
Determination Date with respect to Series 1994-B, Series 1994-A, Series 1993-D,
Series 1993-C, Series 1993-B or Series 1993-A, that no such clause (i) or clause
(ii) Trigger Event with respect to such Series shall have occurred as of such
Determination Date or as of any of the five consecutively preceding
Determination Dates, and (b) with respect to a Trigger Event that has occurred
pursuant to clause (iii) or clause (iv) of the definition thereof, as of the
next Determination Date which occurs in a calendar month which is a multiple of
three months succeeding the Closing Date with respect to Series 1994-B, 
Series 1994-A, Series 1993-D, Series 1993-C, Series 1993-B or Series 1993-A, 
that no such clause (iii) or clause (iv) Trigger Event with respect to such 
Series shall have occurred as of such Determination Date.

          "DEFAULT" means, with respect to any Series, at any time, (i) if
Financial Security is then the Controlling Party with respect to such Series,
any Insurance Agreement Event of Default with respect to such Series, and 
(ii) if the Trustee is then the Controlling Party with respect to such Series, 
any Servicer Termination Event with respect to such Series.

          "DELINQUENCY RATIO" means, with respect to any Determination Date and
any Series, the fraction, expressed as a percentage, the numerator of which is
equal to the sum of 


                                       4

<PAGE>

the Principal Balances (as of the related Accounting Date) of all Receivables 
that were delinquent with respect to all or any portion of a Scheduled 
Payment more than 30 days as of the related Accounting Date or that became a 
Purchased Receivable as of the related Accounting Date and that were 
delinquent with respect to all or any portion of a Scheduled Payment more 
than 30 days as of such Accounting Date and the denominator of which is equal 
to the Aggregate Principal Balance as of the related Accounting Date.  

          "ELIGIBLE ACCOUNT" means a segregated trust account that (i) is either
(x) maintained with a depository institution or trust company the long-term
unsecured debt obligations of which are rated "AA" or higher by Standard &
Poor's and "Aa2" or higher by Moody's, or (y) maintained with a depository
institution or trust company the commercial paper or other short-term unsecured
debt obligations of which are rated "A-l+" by Standard & Poor's and "P-l" by
Moody's and (ii) in either case, such depository institution or trust company
shall have been specifically approved by the Controlling Party, acting in its
discretion, by written notice to the Collateral Agent.

          "FINAL TERMINATION DATE" means, with respect to a Series, the date
that is the later of (i) the Insurer Termination Date with respect to such
Series and (ii) the Trustee Termination Date with respect to such Series.

          "FINANCIAL SECURITY DEFAULT" means, with respect to any Series, any
one of the following events shall have occurred and be continuing:

          (a)  Financial Security shall have failed to make a payment required
     under a related Policy;

          (b)  Financial Security shall have (i) filed a petition or commenced
     any case or proceeding under any provision or chapter of the United States
     Bankruptcy Code, the New York State Insurance Law or any other similar
     federal or state law relating to insolvency, bankruptcy, rehabilitation,
     liquidation or reorganization, (ii) made a general assignment for the
     benefit of its creditors, or (iii) had an order for relief entered against
     it under the United States Bankruptcy Code, the New York State Insurance
     Law, or any other similar federal or state law relating to insolvency,
     bankruptcy, rehabilitation, liquidation or reorganization which is final
     and nonappealable; or

          (c)  a court of competent jurisdiction, the New York Department of
     Insurance or other competent regulatory authority shall have entered a
     final and nonappealable order, judgment or decree (i) appointing a
     custodian, trustee, agent or receiver for Financial Security or for all or
     any material portion of its property or (ii) authorizing the taking of
     possession by a custodian, trustee, agent or receiver of Financial Security
     (or the taking of possession of all or any material portion of the property
     of Financial Security).

          "INITIAL PRINCIPAL AMOUNT" means $59,222,640.38 with respect to 
Series 1993-A.

          "INITIAL SPREAD ACCOUNT DEPOSIT" means $2,368,906 for Series 1993-A.


                                       5

<PAGE>

          "INITIAL SPREAD ACCOUNT MAXIMUM AMOUNT" means, with respect to 
Series 1993-A and any Distribution Date, an amount equal to the greater of 
(i) 7% of the Certificate Balance as of such Distribution Date (after giving 
effect to the distribution in respect of principal made on such Distribution 
Date) and (ii) the Spread Account Minimum Amount as of such Distribution Date.

          "INSURANCE AGREEMENT" means, with respect to any Series, the Insurance
and Indemnity Agreement among Financial Security, the Seller, OFL and such other
parties as may be named therein, pursuant to which Financial Security issued 
(A) a Policy to the Trustee or (B) one or more Note Policies to the Trustee 
and/or one or more Certificate Policies to the Owner Trustee.

          "INSURER SECURED OBLIGATIONS" means, with respect to a Series, all
amounts and obligations which OFL, the Seller and such other parties as may be
named therein may at any time owe or be required to perform to or on behalf of
Financial Security (or any agents, accountants or attorneys for Financial
Security) under the Insurance Agreement related to such Series or under any
Transaction Document in respect of such Series, regardless of whether such
amounts are owed or performance is due now or in the future, whether liquidated
or unliquidated, contingent or non-contingent.

          "INSURER TERMINATION DATE" means, with respect to any Series, the date
which is the latest of (i) the date of the expiration of all Policies issued in
respect of such Series, (ii) the date on which Financial Security shall have
received payment and performance in full of all Insurer Secured Obligations with
respect to such Series and (iii) the latest date on which any payment referred
to above could be avoided as a preference or otherwise under the United States
Bankruptcy Code or any other similar federal or state law relating to
insolvency, bankruptcy, rehabilitation, liquidation or reorganization, as
specified in an Opinion of Counsel delivered to the Collateral Agent and the
Trustee.

          "ISSUER" means Telluride Funding Corp.

          "LIEN" means, as applied to the property or assets (or the income,
proceeds, products, rents or profits therefrom) of any Person, in each case
whether the same is consensual or nonconsensual or arises by contract, operation
of law, legal process or otherwise: (a) any mortgage, lien, pledge, attachment,
charge, lease, conditional sale or other title retention agreement, or other
security interest or encumbrance of any kind; or (b) any arrangement, express or
implied, under which such property or assets (and/or such income, proceeds,
products, rents or profits) are transferred, sequestered or otherwise identified
for the purpose of subjecting or making available the same for payment of debt
or performance of any other obligation in priority to the payment of the
general, unsecured creditors of such Person.

          "NET LOSSES" means, with respect to any Determination Date and any
Series, the positive difference of (A) the sum of (i) the aggregate of the
Principal Balances as of the related Accounting Date (plus accrued and unpaid
interest to the end of the related Monthly Period, at the applicable APR) of all
Receivables that became Spread Account Liquidated Receivables since the Cutoff
Date, plus (ii) the Purchase Amount of all Receivables that became Purchased


                                       6

<PAGE>

Receivables as of the related Accounting Date and that were delinquent with
respect to all or any portion of a Scheduled Payment more than 30 days as of
such Accounting Date, plus (iii) the aggregate of all Cram Down Losses as of the
related Accounting Date that occurred since the Cutoff Date, over (B) the
Liquidation Proceeds received by the Trust as of the related Accounting Date
since the Cutoff Date.  

          "NON-CONTROLLING PARTY" means, with respect to a Series, at any time,
the Secured Party that is not the Controlling Party at such time.

          "OBLIGOR" means, with respect to any Receivable, the purchaser or the
co-purchasers of the Financed Vehicle and any other Person or Persons who are
primarily or secondarily obligated to make payments under a Receivable.

          "OFL" means Olympic Financial Ltd., a Minnesota corporation.

          "OPINION OF COUNSEL" means a written opinion of counsel acceptable, as
to form, substance and issuing counsel, to the Controlling Party.

          "PAYMENT PRIORITIES" means the priority of PRO RATA distributions
described in clause (iii) of priority THIRD of Section 3.03(a).

          "POLICY" means the Series 1993-A Policy and any insurance policy
subsequently issued by Financial Security with respect to a Series.

          "POOLING AND SERVICING AGREEMENT" means, with respect to 
Series 1993-A, the Series 1993-A Pooling and Servicing Agreement and, for each 
other Series created pursuant to a Pooling and Servicing Agreement, the Pooling
and Servicing Agreement related to such Series.

          "SECURED OBLIGATIONS" means, with respect to each Series, the Insurer
Secured Obligations with respect to such Series and the Trustee Secured
Obligations with respect to such Series.

          "SECURED PARTIES" means, with respect to a Series and the related
Collateral, each of the Trustee, in respect of the Trustee Secured Obligations
with respect to such Series, and Financial Security, in respect of the Insurer
Secured Obligations with respect to such Series.

          "SECURITY INTERESTS" means, with respect to Series 1993-A 
Certificates, the security interests and Liens in the Series 1993-A Collateral
granted pursuant to Section 2.03 hereof, and, with respect to any other Series,
the security interests and Liens in the related Collateral granted pursuant to
the related Series Supplement.

          "SERIES 1993-A CERTIFICATES" means the Series of Certificates issued
on the date hereof pursuant to the Series 1993-A Pooling and Servicing
Agreement.

          "SERIES 1993-A COLLATERAL" has the meaning specified in 
Section 2.03(a) hereof.


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<PAGE>

          "SERIES 1993-A CREDIT ENHANCEMENT FEE" means the amount distributable
on each Distribution Date pursuant to Section 4.6(a)(vi) and (vii) of the
Standard Terms and Conditions as incorporated by reference in the Series 1993-A
Pooling and Servicing Agreement.

          "SERIES 1993-A POOLING AND SERVICING AGREEMENT" means the Pooling and
Servicing Agreement, dated as of the date hereof, among OFL, in its individual
capacity and as Servicer, the Seller, the Trustee and the Backup Servicer, as
such agreement may be supplemented, amended or modified from time to time.

          "SERIES 1993-A RECEIVABLE" means each Receivable referenced on the
Schedule of Receivables attached to the Series 1993-A Pooling and Servicing
Agreement.

          "SERIES OF SECURITIES" or "SERIES" means the Series 1993-A 
Certificates or, as the context may require, any other series of Certificates
and/or Notes issued as described in Section 2.02 hereof, or collectively, all
such series; PROVIDED, HOWEVER, Series, as used collectively shall not include
any Series of Warehousing Notes when such term is used in, or with respect to,
the definitions "Average Default Rate," "Average Delinquency Ratio," "Average
Net Loss Rate," "Deemed Cured," "Delinquency Ratio," "Net Loss Rate," "Spread
Account Shortfall" and "Spread Account Default Level."

          "SERIES SUPPLEMENT" means a supplement hereto executed by the parties
hereto in accordance with Section 2.02 hereof.

          "SPREAD ACCOUNT" has the meaning specified in Section 3.01(a) hereof.

          "SPREAD ACCOUNT ADDITIONAL DEPOSIT" with respect to any Series created
pursuant to a Trust Agreement, Sale and Servicing Agreement and Indenture, has
the meaning assigned in the related Series Supplement.

          "SPREAD ACCOUNT LIQUIDATED RECEIVABLE" means, with respect to any
Monthly Period, a Receivable as to which (i) 91 days have elapsed since the
Servicer repossessed the related Financed Vehicle, (ii) the Servicer has
determined in good faith that all amounts it expects to recover have been
received, or (iii) all or any portion of a Scheduled Payment shall have become
more than 180 days past due.

          "SPREAD ACCOUNT MAXIMUM AMOUNT" means, with respect to Series 1993-A
and any Distribution Date:

            (i)     if no Insurance Agreement Event of Default with respect to
     such Series has occurred and is continuing as of the related Determination
     Date, no Capture Event has occurred and is continuing as of the related
     Determination Date, no Trigger Event has occurred as of the related
     Determination Date, and any Trigger Event with respect to such Series is
     Deemed Cured as of the related Determination Date, then the Initial Spread
     Account Maximum Amount with respect to such Series and such Distribution
     Date;


                                       8

<PAGE>

           (ii)     if (A) a Trigger Event with respect to Series 1993-A has
     occurred as of the Determination Date or (B) a Trigger Event with respect
     to Series 1993-A has occurred as of a prior Distribution Date and is not
     Deemed Cured as of the related Determination Date, and no Insurance
     Agreement Event of Default with respect to Series 1993-A has occurred and
     is continuing and no Capture Event has occurred and is continuing, the
     Spread Account Maximum Amount shall be equal to the greater of (i) 10% of
     the Series 1993-A Balance as of the close of business on such Distribution
     Date and (ii) the Spread Account Minimum Amount as of the close of business
     on such Distribution Date; or

          (iii)     if (A) an Insurance Agreement Event of Default with respect
     to such Series has occurred and is continuing or (B) a Capture Event has
     occurred and is continuing as of the related Determination Date, the Spread
     Account Maximum Amount shall be equal to the greater of (i) 25% of the
     Series 1993-A Balance as of the close of business on such Distribution Date
     and (ii) the Spread Account Minimum Amount as of the close of business on
     such Distribution Date.

          "SPREAD ACCOUNT MINIMUM AMOUNT" means, with respect to Series 1993-A
and any Distribution Date, an amount equal to the greater of:

            (i)     $100,000, and

           (ii)     the lesser of:

                    (A)  1% of the Initial Principal Amount of such Series, but
                         in no event less than $500,000, and

                    (B)  the Certificate Balance as of such Distribution Date
                         (after giving effect to the distribution in respect of
                         principal made on such Distribution Date).

          "SPREAD ACCOUNT SHORTFALL" means, with respect to any Distribution
Date and any Series with respect to which an Insurance Agreement Event of
Default has occurred and is continuing, or a Capture Event has occurred and is
continuing, the excess, if any, of the Spread Account Maximum Amount for such
Series and such Distribution Date and the amount on deposit in such Spread
Account as of such Distribution Date after giving effect to distributions made
on such Distribution Date pursuant to priority SECOND of Section 3.03(b).

          "STOCK PLEDGE AGREEMENT" means the Second Amended and Restated Stock
Pledge Agreement, dated as of August 26, 1994, between OFL, Financial Security
and the Collateral Agent.

          "TRANSACTION DOCUMENTS" means, with respect to a Series, this
Agreement, each of the Pooling and Servicing Agreement or Trust Agreement, Sale
and Servicing Agreement and Indenture, or Servicing Agreement, Repurchase
Agreement, Indenture and Security Agreement, as applicable, the Insurance
Agreement, the Custodian Agreement, the Purchase Agreement, any 


                                       9

<PAGE>

Subsequent Purchase Agreements and Subsequent Transfer Agreements, any 
Underwriting Agreement, the Lockbox Agreement, and the Stock Pledge Agreement 
related to such Series.

          "TRIGGER EVENT" means, with respect to Series 1993-A and as of a
Determination Date the occurrence of any of the following event:

          (i)    [RESERVED];

          (ii)   the Average Delinquency Ratio for such Determination Date shall
                 be equal to or greater than 4.50%;

          (iii)  the Cumulative Default Rate shall be equal to or greater
                 than (A) 3.15%, with respect to any Determination Date
                 occurring prior to or during the sixth calendar month
                 succeeding the Series 1993-A Closing Date, (B) 5.50%, with
                 respect to any Determination Date occurring after the sixth,
                 and prior to or during the 12th, calendar month succeeding
                 the Series 1993-A Closing Date, (C) 7.0%, with respect to
                 any Determination Date occurring after the 12th, and prior
                 to or during the 18th, calendar month succeeding the 
                 Series 1993-A Closing Date, (D) 7.5%, with respect to any
                 Determination Date occurring after the 18th, and prior to or
                 during the 24th, calendar month succeeding the Series 1993-A
                 Closing Date, (E) 8.15%, with respect to any Determination
                 Date occurring after the 24th, and prior to or during the
                 30th, calendar month succeeding the Series 1993-A Closing
                 Date, (F) 8.75%, with respect to any Determination Date
                 occurring after the 30th, and prior to or during the 36th,
                 calendar month succeeding the Series 1993-A Closing Date,
                 (G) 9.0%, with respect to any Determination Date occurring
                 after the 36th, and prior to or during the 42nd, calendar
                 month succeeding the Series 1993-A Closing Date, (H) 9.25%,
                 with respect to any Determination Date occurring after the
                 42nd, and prior to or during the 48th, calendar month
                 succeeding the Series 1993-A Closing Date, (I) 9.50%, with
                 respect to any Determination Date occurring after the 48th,
                 and prior to or during the 54th, calendar month succeeding
                 the Series 1993-A Closing Date, (J) 9.75%, with respect to
                 any Determination Date occurring after the 54th, and prior
                 to or during the 60th calendar month succeeding the 
                 Series 1993-A Closing Date, (K) 9.9%, with respect to any
                 Determination Date occurring after the 60th, and prior to or
                 during the 66th, calendar month succeeding the Series 1993-A
                 Closing Date, or (L) 10.0%, with respect to any
                 Determination Date occurring after the 66th, and prior to or
                 during the 72nd, calendar month succeeding the Series 1993-A
                 Closing Date; or

          (iv)   the Cumulative Net Loss Rate shall be equal to or greater than
                 (A) 1.25%, with respect to any Determination Date occurring 
                 prior to or during the sixth calendar month succeeding the 
                 Series 1993-A Closing 


                                       10

<PAGE>

               Date, (B) 2.0%, with respect to any Determination Date occurring
               after the sixth, and prior to or during the 12th, calendar month
               succeeding the Series 1993-A Closing Date, (C) 2.75%, with 
               respect to any Determination Date occurring after the 12th, and 
               prior to or during the 18th, calendar month succeeding the 
               Series 1993-A Closing Date, (D) 3.0%, with respect to any
               Determination Date occurring after the 18th, and prior to or
               during the 24th, calendar month succeeding the Series 1993-A
               Closing Date, (E) 3.25%, with respect to any Determination Date
               occurring after the 24th, and prior to or during the 30th,
               calendar month succeeding the Series 1993-A Closing Date, 
               (F) 3.5%, with respect to any Determination Date occurring after
               the 30th, and prior to or during the 36th, calendar month 
               succeeding the Series 1993-A Closing Date, (G) 3.6%, with respect
               to any Determination Date occurring after the 36th, and prior to
               or during the 42nd, calendar month succeeding the Series 1993-A
               Closing Date, (H) 3.7%, with respect to any Determination Date
               occurring after the 42nd, and prior to or during the 48th,
               calendar month succeeding the Series 1993-A Closing Date, 
               (I) 3.8%, with respect to any Determination Date occurring after
               the 48th, and prior to or during the 54th, calendar month 
               succeeding the Series 1993-A Closing Date, (J) 3.9%, with respect
               to any Determination Date occurring after the 54th, and prior to
               or during the 60th, calendar month succeeding the Series 1993-A
               Closing Date, (K) 3.95%, with respect to any Determination Date
               occurring after the 60th, and prior to or during the 66th,
               calendar month succeeding the Series 1993-A Closing Date, or 
               (L) 4.0%, with respect to any Determination Date occurring after
               the 66th, and prior to or during the 72nd, calendar month 
               succeeding the Series 1993-A Closing Date.

          "TRUST" means a trust formed pursuant to a Pooling and Servicing
Agreement or a Trust Agreement, as the case may be.

          "TRUST PROPERTY," with respect to any Series, has the meaning
specified in the related Pooling and Servicing Agreement or Trust Agreement, as
the case may be.

          "TRUSTEE" means (A) with respect to any Series created pursuant to a
Pooling and Servicing Agreement, the Trustee named in such Pooling and Servicing
Agreement, or (B) with respect to any Series issued pursuant to an Indenture,
the Trustee named in such Indenture in its capacity as agent for the Noteholders
and, if applicable, the Certificateholders.

          "TRUSTEE SECURED OBLIGATIONS" means, with respect to a Series, all
amounts and obligations which OFL or the Seller may at any time owe or be
required to perform to or on behalf of (i) the Trustee, the Trust or the
Certificateholders under the Pooling and Servicing Agreement with respect to
such Series, or (ii) the Trustee, the Owner Trustee, the Trust, the
Certificateholders or the Noteholders under the Trust Agreement, the Sale and
Servicing Agreement or the Indenture with respect to such Series.


                                       11

<PAGE>

          "TRUSTEE TERMINATION DATE" means, with respect to any Series, the 
date which is the latest of (i) the date on which the Trustee shall have 
received, as Trustee for the holders of the Certificates of such Series, or 
as Indenture Trustee on behalf of (and as agent for) the Noteholders and/or 
Certificateholders of such Series, payment and performance in full of all 
Trustee Secured Obligations arising out of or relating to such Series and 
(ii) the date on which all payments in respect of the Certificates shall have 
been made and the related Trust shall have been terminated pursuant to the 
terms of the related Pooling and Servicing Agreement or Trust Agreement.

          "UNDERWRITING AGREEMENT" means, with respect to any Series, the 
Underwriting Agreement among OFL, the Seller and the Underwriters named 
therein.

          "UNIFORM COMMERCIAL CODE" or "UCC" means the Uniform Commercial 
Code in effect in the relevant jurisdiction, as the same may be amended from 
time to time.

          "WAREHOUSING SERIES" means all notes issued by the Issuer.

          Section 1.02. RULES OF INTERPRETATION. The terms "hereof," 
"herein" or "hereunder," unless otherwise modified by more specific 
reference, shall refer to this Agreement in its entirety. Unless otherwise 
indicated in context, the terms "Article," "Section," "Appendix," "Exhibit" 
or "Annex" shall refer to an Article or Section of, or Appendix, Exhibit or 
Annex to, this Agreement. The definition of a term shall include the 
singular, the plural, the past, the present, the future, the active and the 
passive forms of such term. A term defined herein and used herein preceded by 
a Series designation, shall mean such term as it relates to the Series 
designated.

                                      ARTICLE II

              CREDIT ENHANCEMENT FEE; SERIES SUPPLEMENTS; THE COLLATERAL

          Section 2.01. SERIES 1993-A CREDIT ENHANCEMENT FEE. The Series 
1993-A Pooling and Servicing Agreement provides for the payment to the Seller 
of a Series 1993-A Credit Enhancement Fee, to be paid to the Seller by 
distribution of such amounts to the Collateral Agent for deposit and 
distribution pursuant to this Agreement. The Seller and OFL hereby agree that 
payment of the Series 1993-A Credit Enhancement Fee in the manner and subject 
to the conditions set forth herein and in the Series 1993-A Pooling and 
Servicing Agreement is adequate consideration and the exclusive consideration 
to be received by the Seller or OFL for the obligations of the Seller 
pursuant hereto and the obligations of OFL pursuant hereto (including, 
without limitation, the transfer by the Seller to the Collateral Agent of the 
Initial Spread Account Deposit) and pursuant to the Series 1993-A Insurance 
Agreement. The Seller and OFL hereby agree with the Trustee and with 
Financial Security that payment of the Series 1993-A Credit Enhancement Fee 
to the Seller is expressly conditioned on subordination of the Series 1993-A 
Credit Enhancement Fee to payments on the Certificates of any Series, 
payments on the Notes of any Series, payments of amounts due to Financial 
Security and the other obligations of the Trusts, in each case to the extent 
provided in Section 4.6 of the Standard

                                       12
<PAGE>

Terms and Conditions and Section 3.03 hereof; and the Security Interest of 
the Secured Parties in the Series 1993-A Collateral is intended to effect and 
enforce such subordination and to provide security for the Series 1993-A 
Secured Obligations and the Secured Obligations with respect to each other 
Series.

          Section 2.02. SERIES SUPPLEMENTS. The parties hereto intend to 
enter into a Series Supplement hereto with respect to any Series other than 
the Series 1993-A Certificates. The parties will enter into a Series 
Supplement only if the following conditions shall have been satisfied:

               (i)  The Seller shall have sold Receivables to a Trust or to a
     corporation pursuant to (A) a Pooling and Servicing Agreement under which
     the Trustee shall act as trustee, (B) a Sale and Servicing Agreement in
     form and substance satisfactory to Financial Security, with respect to
     which the Trustee shall act as Indenture Trustee, and which Sale and
     Servicing Agreement may provide for the sale of Subsequent Receivables to
     the related Trust or (C) a Repurchase Agreement in form and substance
     satisfactory to Financial Security, with respect to which the Trustee shall
     act as Indenture Trustee with respect to the related Notes;

               (ii) Financial Security shall have issued (A) one or more
     Policies in respect of the Guaranteed Distributions on Certificates issued
     pursuant to the related Pooling and Servicing Agreement or Trust Agreement,
     and/or (B) one or more Note Policies in respect of the Scheduled Payments
     on the Notes issued pursuant to the related Indenture; and

               (iii)  Pursuant to the related Series Supplement any and all
     right, title and interest of the Seller, OFL or any affiliate of either of
     them in the Collateral specified herein shall be pledged to the Secured
     Parties substantially on the terms set forth in Section 2.03 hereof.

          Section 2.03. GRANT OF SECURITY INTEREST BY OFL AND THE SELLER.

          (a)  In order to secure the performance of the Secured Obligations 
with respect to each Series, the Seller (and OFL, to the extent it may have 
any rights therein) hereby pledges, assigns, grants, transfers and conveys to 
the Collateral Agent, on behalf of and for the benefit of the Secured Parties 
to secure the Secured Obligations with respect to each Series, a lien on and 
security interest in (which lien and security interest is intended to be 
prior to all other liens, security interest or other encumbrances), all of 
its right, title and interest in and to the following (all being collectively 
referred to herein as the "Series 1993-A Collateral"):

            (i)     the Series 1993-A Credit Enhancement Fee and all rights and
     remedies that the Seller may have to enforce payment of the Series 1993-A
     Credit Enhancement Fee whether under the Series 1993-A Pooling and
     Servicing Agreement or otherwise;

                                       13
<PAGE>

           (ii)     the Series 1993-A Spread Account established pursuant to
     Section 3.01 hereof, and each other account owned by the Seller and
     maintained by the Collateral Agent (including, without limitation, all
     monies, checks, securities, investments and other documents from time to
     time held in or evidencing any such accounts);

          (iii)     all of the Seller's right, title and interest in and to
     investments made with proceeds of the property described in clauses (i) and
     (ii) above, or made with amounts on deposit in the Series 1993-A Spread
     Account; and

           (iv)     all distributions, revenues, products, substitutions,
     benefits, profits and proceeds, in whatever form, of any of the foregoing.

          (b)  In order to effectuate the provisions and purposes of this
Agreement, including for the purpose of perfecting the security interests
granted hereunder, the Seller represents and warrants that it has, prior to the
execution of this Agreement, executed and filed an appropriate Uniform
Commercial Code financing statement in Minnesota sufficient to assure that the
Collateral Agent, as agent for the Secured Parties, has a first priority
perfected security interest in all Series 1993-A Collateral which can be
perfected by the filing of a financing statement.

          Section 2.04. PRIORITY. The Seller (and OFL, to the extent it may
have any rights in the Collateral) intends the security interests in favor of
the Secured Parties to be prior to all other Liens in respect of the Collateral,
and OFL and the Seller shall take all actions necessary to obtain and maintain,
in favor of the Collateral Agent, for the benefit of the Secured Parties, a
first lien on and a first priority, perfected security interest in the
Collateral. Subject to the provisions hereof specifying the rights and powers of
the Controlling Party from time to time to control certain specified matters
relating to the Collateral, each Secured Party shall have all of the rights,
remedies and recourse with respect to the Collateral afforded a secured party
under the Uniform Commercial Code of the State of New York and all other
applicable law in addition to, and not in limitation of, the other rights,
remedies and recourse granted to such Secured Parties by this Agreement or any
other law relating to the creation and perfection of liens on, and security
interests in, the Collateral.

          Section 2.05. SELLER AND OFL REMAIN LIABLE. The Security Interests
are granted as security only and shall not (i) transfer or in any way affect or
modify, or relieve either the Seller or OFL from, any obligation to perform or
satisfy, any term, covenant, condition or agreement to be performed or satisfied
by the Seller or OFL under or in connection with this Agreement, the Insurance
Agreement or any other Transaction Document to which it is a party or (ii)
impose any obligation on any of the Secured Parties or the Collateral Agent to
perform or observe any such term, covenant, condition or agreement or impose any
liability on any of the Secured Parties or the Collateral Agent for any act or
omission on its part relative thereto or for any breach of any representation or
warranty on its part contained therein or made in connection therewith, except,
in each case, to the extent provided herein and in the other Transaction
Documents.

                                       14
<PAGE>

          Section 2.06. MAINTENANCE OF COLLATERAL.

          (a)  SAFEKEEPING. The Collateral Agent agrees to maintain the 
Collateral received by it (or evidence thereof, in the case of book-entry 
securities in the name of the Collateral Agent) and all records and documents 
relating thereto at the office of the Collateral Agent specified in Section 
8.06 hereof or such other address within the State of Minnesota (unless all 
filings have been made to continue the perfection of the security interest in 
the Collateral to the extent such security interest can be perfected by 
filing a financing statement, as evidenced by an Opinion of Counsel delivered 
to the Controlling Party), as may be approved by the Controlling Party. The 
Collateral Agent shall keep all Collateral and related documentation in its 
possession separate and apart from all other property that it is holding in 
its possession and from its own general assets and shall maintain accurate 
records pertaining to the Eligible Investments and Spread Accounts included 
in the Collateral in such a manner as shall enable the Collateral Agent and 
the Secured Parties to verify the accuracy of such record-keeping. The 
Collateral Agent's books and records shall at all times show that the 
Collateral is held by the Collateral Agent as agent of the Secured Parties 
and is not the property of the Collateral Agent. The Collateral Agent will 
promptly report to each Secured Party and the Seller any failure on its part 
to hold the Collateral as provided in this Section 2.06(a) and will promptly 
take appropriate action to remedy any such failure.

          (b)  ACCESS. The Collateral Agent shall permit each of the Secured 
Parties, or their respective duly authorized representatives, attorneys, 
auditors or designees, to inspect the Collateral in the possession of or 
otherwise under the control of the Collateral Agent pursuant hereto at such 
reasonable times during normal business hours as any such Secured Party may 
reasonably request upon not less than one Business Day's prior written notice.

          Section 2.07. TERMINATION AND RELEASE OF RIGHTS.

          (a)  On the Insurer Termination Date relating to a Series, the 
rights, remedies, powers, duties, authority and obligations conferred upon 
Financial Security pursuant to this Agreement in respect of the Collateral 
related to such Series shall terminate and be of no further force and effect 
and all rights, remedies, powers, duties, authority and obligations of 
Financial Security with respect to such Collateral shall be automatically 
released; PROVIDED that any indemnity provided to or by Financial Security 
herein shall survive such Insurer Termination Date. If Financial Security is 
acting as Controlling Party with respect to a Series on the related Insurer 
Termination Date, Financial Security agrees, at the expense of the Seller, to 
execute and deliver such instruments as the successor Controlling Party may 
reasonably request to effectuate such release, and any such instruments so 
executed and delivered shall be fully binding on Financial Security and any 
Person claiming by, through or under Financial Security.

          (b)  On the Trustee Termination Date related to a Series, the rights,
remedies, powers, duties, authority and obligations, if any, conferred upon the
Trustee pursuant to this Agreement in respect of the Collateral related to such
Series shall terminate and be of no further force and effect and all such
rights, remedies, powers, duties, authority and obligations of the Trustee with
respect to such Collateral shall be automatically released; PROVIDED that any
indemnity provided to the Trustee herein shall survive such Trustee Termination
Date. If the

                                       15
<PAGE>

Trustee is acting as Controlling Party with respect to a Series on the 
related Trustee Termination Date, the Trustee agrees, at the expense of the 
Seller, to execute and deliver such instruments as the Seller may reasonably 
request to effectuate such release, and any such instruments so executed and 
delivered shall be fully binding on the Trustee.

          (c)  On the Final Termination Date with respect to a Series, the 
rights, remedies, powers, duties, authority and obligations conferred upon 
the Collateral Agent and each Secured Party pursuant to this Agreement with 
respect to such Series shall terminate and be of no further force and effect 
and all rights, remedies, powers, duties, authority and obligations of the 
Collateral Agent and each Secured Party with respect to the Collateral 
related to such Series shall be automatically released. On the Final 
Termination Date with respect to a Series, the Collateral Agent agrees, and 
each Secured Party agrees, at the expense of the Seller, to execute such 
instruments of release, in recordable form if necessary, in favor of the 
Seller as the Seller may reasonably request, to deliver any Collateral in its 
possession to the Seller, and to otherwise release the lien of this Agreement 
and release and deliver to the Seller the Collateral related to such Series.

          Section 2.08. NON-RECOURSE OBLIGATIONS OF SELLER. Notwithstanding
anything herein or in the other Transaction Documents to the contrary, the
parties hereto agree that the obligations of the Seller hereunder (without
limiting the obligation to apply distributions of the respective Credit
Enhancement Fees in accordance with Section 3.03(b)) shall be recourse only to
the extent of amounts released to the Seller pursuant to priority EIGHTH of
Section 3.03(b) and retained by the Seller in accordance with the next sentence.
The Seller agrees that it shall not declare or make payment of (i) any dividend
or other distribution on or in respect of any shares of its capital stock or
(ii) any payment on account of the purchase, redemption, retirement or
acquisition of (x) any shares of its capital stock or (y) any option, warrant or
other right to acquire shares of its capital stock, or (iii) any payment of any
loan made by OFL to the Seller, unless (in each case) at the time of such
declaration or payment (and after giving effect thereto) no amount payable by
Seller under any Transaction Document is then due and owing but unpaid. Nothing
contained herein shall be deemed to limit the rights of the Certificateholders
(or Certificate Owners) or Noteholders (or Note Owners) under any other
Transaction Document.


                                     ARTICLE III

                                   SPREAD ACCOUNTS

          Section 3.01. ESTABLISHMENT OF SPREAD ACCOUNTS; INITIAL DEPOSITS INTO
                         SPREAD ACCOUNTS.

          (a)  On or prior to the Closing Date relating to a Series, the
Collateral Agent shall establish with respect to such Series, at its office or
at another depository institution or trust company an Eligible Account,
designated, "Spread Account -- Series [insert Series designation] -- Norwest
Bank Minnesota, National Association, as Collateral Agent for Financial Security
 
                                       16

<PAGE>

Assurance Inc. and another Secured Party" (the "Spread Account"). All Spread 
Accounts established under this Agreement from time to time shall be 
maintained at the same depository institution (which depository institution 
may be changed from time to time in accordance with this Agreement). If any 
Spread Account established with respect to a Series ceases to be an Eligible 
Account, the Collateral Agent shall, within five Business Days, establish a 
new Eligible Account for such Series.

          (b)  No withdrawals may be made of funds in any Spread Account 
except as provided in Section 3.03 of this Agreement. Except as specifically 
provided in this Agreement, funds in a Spread Account established with 
respect to a Series shall not be commingled with funds in a Spread Account 
established with respect to another Series or with any other moneys. All 
moneys deposited from time to time in such Spread Account and all investments 
made with such moneys shall be held by the Collateral Agent as part of the 
Collateral with respect to such Series.

          (c)  On the Closing Date with respect to a Series, the Collateral 
Agent shall deposit the Initial Spread Account Deposit with respect to such 
Series, if any, received from the Seller into the related Spread Account. On 
each Subsequent Transfer Date (if any) with respect to a Series, the 
Collateral Agent shall deposit the Spread Account Additional Deposit 
delivered by the related Trust on behalf of the Seller into the related 
Spread Account.

          (d)  Each Spread Account shall be separate from each respective 
Trust or Issuer and amounts on deposit therein will not constitute a part of 
the Trust Property of any Trust or the assets of any Issuer.  Except as 
specifically provided herein, each Spread Account shall be maintained by the 
Collateral Agent at all times separate and apart from any other account of 
the Seller, OFL, the Servicer or the Trust or the Issuer, as the case may be. 
All income or loss on investments of funds in any Spread Account shall be 
reported by the Seller as taxable income or loss of the Seller.

          Section 3.02. INVESTMENTS.

          (a)  Funds which may at any time be held in the Spread Account 
established with respect to a Series shall be invested and reinvested by the 
Collateral Agent, at the written direction (which may include, subject to the 
provisions hereof, general standing instructions) of the Seller (unless a 
Default shall have occurred and be continuing, in which case at the written 
direction of the Controlling Party) or its designee received by the 
Collateral Agent by 1:00 P.M. New York City time on the Business Day prior to 
the date on which such investment shall be made, in one or more Eligible 
Investments in the manner specified in Section 3.02(c). If no written 
direction with respect to any portion of such Spread Account is received by 
the Collateral Agent, the Collateral Agent shall invest such funds overnight 
in such Eligible Investments as the Collateral Agent may select, provided 
that the Collateral Agent shall not be liable for any loss or absence of 
income resulting from such investments.

          (b)  Each investment made pursuant to this Section 3.02 on any date 
shall mature not later than the Business Day immediately preceding the 
Distribution Date next succeeding the day such investment is made, except 
that any investment made on the day

                                       17

<PAGE>


preceding a Distribution Date shall mature on such Distribution Date; 
PROVIDED that any investment of funds in any Account maintained with the 
Collateral Agent in any investment as to which the Collateral Agent is the 
obligor, if otherwise qualified as an Eligible Investment (including any 
repurchase agreement on which the Collateral Agent in its commercial capacity 
is liable as principal), may mature on the Distribution Date next succeeding 
the date of such investment.

          (c)  Any investment of funds in the Spread Account shall be made in 
Eligible Investments held by a financial institution in accordance with the 
following requirements:  (a) all Eligible Investments shall be held in an 
account with such financial institution in the name of the Collateral Agent, 
(b) with respect to securities held in such account, such securities shall be 
(i) certificated securities (as such term is used in N.Y. U.C.C. Section  
8-313(d)(i), securities deemed to be certificated securities under applicable 
regulations of the United States government, or uncertificated securities 
issued by an issuer organized under the laws of the State of New York or the 
State of Delaware, (ii) either (A) in the possession of such institution, 
(b) in the possession of a clearing corporation (as such term is used in 
Minn. Stat. Section  336.8-313(g)) in the State of New York, registered in the 
name of such clearing corporation or its nominee, not endorsed for collection 
or surrender or any other purpose not involving transfer, not containing any 
evidence of a right or interest inconsistent with the Collateral Agent's 
security interest therein, and held by such clearing corporation in an 
account of such institution, (C) held in an account of such institution with 
the Federal Reserve Bank of New York or the Federal Reserve Bank of 
Minneapolis, or (D) in the case of uncertificated securities, issued in the 
name of such institution, and (iii) identified, by book entry or otherwise, 
as held for the account of, or pledged to, the Collateral Agent on the 
records of such institution, and such institution shall have sent the 
Collateral Agent a confirmation thereof, (c) with respect to repurchase 
obligations held in such account, such repurchase obligations shall be 
identified by such institution, by book entry or otherwise, as held for the 
account of, or pledged to, the Collateral Agent on the records of such 
institution, and the related securities shall be held in accordance with the 
requirements of clause (b) above, and (d) with respect to other Eligible 
Investments other than securities and repurchase agreements, such Eligible 
Investments shall be held in a manner acceptable to the Collateral Agent. 
Subject to the other provisions hereof, the Collateral Agent shall have sole 
control over each such investment and the income thereon, and any certificate 
or other instrument evidencing any such investment, if any, shall be 
delivered directly to the Collateral Agent or its agent, together with each 
document of transfer, if any, necessary to transfer title to such investment 
to the Collateral Agent in a manner which complies with Section 2.06 and this 
subsection.

          (d)  If amounts on deposit in any Spread Account are at any time 
invested in an Eligible Investment payable on demand, the Collateral Agent 
shall (i) consistent with any notice required to be given thereunder, demand 
that payment thereon be made on the last day such Eligible Investment is 
permitted to mature under the provisions hereof and (ii) demand payment of 
all amounts due thereunder promptly upon receipt of written notice from the 
Controlling Party to the effect that such investment does not constitute an 
Eligible Investment.

          (e)  All moneys on deposit in a Spread Account, together with any 
deposits or securities in which such moneys may be invested or reinvested, 
and any gains from such

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<PAGE>

investments, shall constitute Collateral hereunder with respect to the 
related Series subject to the Security Interests of the Secured Parties.

          (f)  Subject to Section 4.03 hereof, the Collateral Agent shall not 
be liable by reason of any insufficiency in any Spread Account resulting from 
any loss on any Eligible Investment included therein except for losses 
attributable to the Collateral Agent's failure to make payments on Eligible 
Investments as to which the Collateral Agent, in its commercial capacity, is 
obligated.

          Section 3.03. DISTRIBUTIONS: PRIORITY OF PAYMENTS.

          (a)  On or before each Deficiency Claim Date, the Collateral Agent 
will make the following calculations on the basis of information (including, 
without limitation, the amount of any Collection Account Shortfall with 
respect to any Series) received pursuant to (x) Section 3.9 of the Standard 
Terms and Conditions, Section 5.03 of the Pooling and Servicing Agreements, 
or (y) Section 3.9 of the Sale and Servicing Agreements, or (z) Section 4.1 
of the Servicing Agreement, as applicable, with respect to each Series; 
PROVIDED, HOWEVER, that if the Collateral Agent receives notice from 
Financial Security of the occurrence of an Insurance Agreement Event of 
Default with respect to any Series, or of the occurrence of a Capture Event, 
such notice shall be determinative for the purposes of determining the Spread 
Account Default Level and Spread Account Maximum Amount for such Series:

          FIRST, determine the amounts to be on deposit in the respective Spread
     Accounts (taking into account amounts in respect of the respective Credit
     Enhancement Fees to be deposited into the related Spread Accounts) on the
     next succeeding Distribution Date which will be available to satisfy any
     Collection Account Shortfall and any Warehousing Shortfall;

          SECOND, determine (i) the amounts, if any, to be distributed from each
     Spread Account related to each Series with respect to which there exists a
     Collection Account Shortfall and (ii) whether, following distribution from
     the related Spread Accounts to the respective Trustees for deposit into the
     respective Collection Accounts with respect to which there exist Collection
     Account Shortfalls, a Collection Account Shortfall will continue to exist
     with respect to one or more Series;

          THIRD, (i) if a Collection Account Shortfall will continue to exist
     with respect to one or more Series (excluding the Warehousing Series)
     following the distributions from the related Spread Accounts contemplated
     by paragraph SECOND above, determine the amount, if any, to be distributed
     to the Trustee with respect to each Series from unrelated Spread Accounts
     (including the Warehousing Series Spread Account) in respect of such
     Collection Account Shortfall(s) and (ii) if a Warehousing Shortfall will
     exist with respect to the Warehousing Series, determine the amount, if any,
     to be distributed to the Trustee with respect to such Series from unrelated
     Spread Accounts in respect of such Warehousing Shortfall.  This
     determination shall be made as follows:  (i) of the aggregate of the
     amounts to be on deposit in the respective Spread Accounts for such
     Distribution Date (as determined pursuant to paragraph FIRST above, after
     making the

                                       19

<PAGE>

     withdrawals pursuant to paragraph SECOND above), up to the
     aggregate of the Collection Account Shortfalls (excluding any Collection
     Account Shortfall with respect to the Warehousing Series) and any
     Warehousing Shortfall for such Distribution Date, (ii) drawn from each
     Spread Account PRO RATA in accordance with amounts on deposit therein, and
     (iii) distributed to the respective Trustees in the following order of
     priority and PRO RATA within each priority (1) in the same priority as
     amounts are to be distributed pursuant to Section 4.6 of the Standard Terms
     and Conditions included in the respective Pooling and Servicing Agreements
     and pursuant to Section 4.6 of the respective Sale and Servicing
     Agreements, and pursuant to Section 3.6(a) or 3.6(b)(II) of the Servicing
     Agreement, as applicable, so that any shortfalls with respect to priority
     (i) of each such Section are to be covered first, any shortfalls with
     respect to priority (ii) of each such Section are to be covered second, and
     so forth, until priority (v) of such Section, so that priority (v) of
     Section 4.6 of the Standard Terms and Conditions and of the Sale and
     Servicing Agreement and priority (v)(B) of Section 3.6(a) or priority 
     (v) of Section 3.6(b)(II) of the Servicing Agreement are to be covered 
     fifth, (2) if Section 4.6 of one or more Sale and Servicing Agreements 
     provides for distribution in respect of interest or principal on Notes or
     Certificates with priorities numerically greater than (v), in the same
     priority as amounts are to be distributed pursuant to each such Section
     4.6, so that any shortfalls with respect to priority (vi) of each such
     Section 4.6 are covered first, and so forth through all priorities relating
     to interest or principal on Notes or Certificates and (3) amounts to be
     distributed to the Security Insurer;

          On such Deficiency Claim Date, the Collateral Agent shall deliver a 
certificate to each Trustee in respect of which the Collateral Agent has 
received notice pursuant to (i) Section 3.9 of the Standard Terms and 
Conditions of a Collection Account Shortfall or (ii) Section 3.9 of the Sale 
and Servicing Agreement of a Collection Account Shortfall or (iii) Section 
4.1 of the Servicing Agreement of a Collection Account Shortfall or 
Warehousing Shortfall stating the amount (which, in the case of (i) and (ii) 
above, shall be the sum of the amount, if any, to be withdrawn from the 
related Spread Account, as calculated pursuant to paragraph SECOND of this 
Section 3.03(a), plus, the amount, if any, to be withdrawn from unrelated 
Spread Accounts, as calculated pursuant to paragraph THIRD of this Section 
3.03(a), and which, in the case of a Warehousing Shortfall or Collection 
Account Shortfall referred to in clause (iii) shall be the respective 
amounts, if any, withdrawn from unrelated Spread Accounts, as calculated 
pursuant to paragraph THIRD of this Section 3.03(a) or calculated to be 
available pursuant to priority SEVENTH of Section 3.03(b)), if any, to be 
distributed to such Trustee on the next Distribution Date in respect of such 
Collection Account Shortfall or Warehousing Shortfall, as the case may be.

          (b)  On each Distribution Date, following delivery by the Trustee 
of the respective Credit Enhancement Fees for deposit into the respective 
Spread Accounts pursuant to Section 4.6 of the Standard Terms and Conditions 
included in the respective Pooling and Servicing Agreements or Section 4.6 of 
the respective Sale and Servicing Agreements, or Section 3.6 of the 
respective Servicing Agreement, as applicable, and upon receipt of a 
Deficiency Notice with respect to one or more such Series, or with respect to 
priorities FIFTH and SIXTH to the extent the amounts referred to therein are 
due and owing the Collateral Agent shall make the following distributions in 
the following order of priority:

                                    20
<PAGE>

          FIRST, if with respect to any Series there exists a Collection 
Account Shortfall from the Spread Account related to such Series, to the 
Trustee for deposit in the related Collection Account the amount of such 
Collection Account Shortfall;

          SECOND, if with respect to any Series (excluding the Warehousing 
Series) there exists a Collection Account Shortfall after deposit into the 
Collection Account of amounts distributed pursuant to priority FIRST, or if 
with respect to the Warehousing Series there exists a Warehousing Shortfall 
from each Spread Account (including the Warehousing Series Spread Account), 
pro rata in accordance with amounts on deposit therein (but in no event shall 
a withdrawal from a Spread Account pursuant to this priority SECOND cause the 
amount on deposit in such Spread Account to be below the Spread Account 
Withdrawal Floor for such Spread Account if a Spread Account Withdrawal Floor 
is specified in the Series Supplement establishing such Spread Account), an 
amount up to the aggregate of the Collection Account Shortfalls for all 
Series (excluding the Warehousing Series) and any Warehousing Shortfall, to 
the respective Trustees in accordance with the Payment Priorities for deposit 
in the respective Collection Accounts with respect to which there exist 
Collection Account Shortfalls or a Warehousing Shortfall;

          THIRD, if with respect to one or more Series (excluding the 
Warehousing Series) there exists a Spread Account Shortfall, from amounts, if 
any, on deposit in each Spread Account in excess of the related Spread 
Account Maximum Amount (after making any withdrawals therefrom required by 
priority FIRST or SECOND of this Section 3.03(b)), an amount in the aggregate 
up to the aggregate of the Spread Account Shortfalls for all Series for 
deposit into each Spread Account PRO RATA in accordance with their respective 
Spread Account Shortfalls;

          FOURTH, if with respect to one or more Series (excluding the 
Warehousing Series), amounts have been withdrawn from the related Spread 
Account pursuant to priority FIRST or SECOND of this Section 3.03(b) on such 
Distribution Date and/or on prior Distribution Dates and such amounts have 
not been redeposited in full into such Spread Account pursuant to this 
priority FOURTH (such amounts in the aggregate for a Series "Unreimbursed 
Amounts"), from amounts, if any, on deposit in each Spread Account in excess 
of the related Spread Account Maximum Amount (after making any withdrawals 
therefrom required by priority FIRST, SECOND or THIRD of this Section 
3.03(b)), an amount up to the aggregate of the Unreimbursed Amounts for all 
such Series for deposit into each Spread Account with respect to which there 
exist Unreimbursed Amounts PRO RATA in accordance with the excess of the 
Spread Account Maximum Amount of each such Spread Account over the amount on 
deposit in such Spread Account;

          FIFTH, if any amounts are owed to a successor Servicer pursuant to 
Section 9.3(c) of the Standard Terms and Conditions included in a Pooling and 
Servicing Agreement or Section 8.3(c) of a Sale and Servicing Agreement or 
Section 6.2 of a Servicing Agreement and such amounts are not payable 
pursuant to Section 4.6(a)(i) of the Standard Terms and Conditions included 
in such Pooling and Servicing Agreement or Section 4.6(i) of such Sale and 
Servicing Agreement or Section 3.6 of a Servicing Agreement, as applicable, 
from amounts on deposit in the related Spread Account, an amount up to the 
amount so owed, to such Servicer;

                                       21

<PAGE>

          SIXTH, if any amounts are owed by OFL or the Seller to a Trustee, 
Indenture Trustee, Owner Trustee, Lockbox Bank, Custodian, Backup Servicer, 
Administrator, Collateral Agent, the Indenture Collateral Agent or other 
service provider to either the Trust or the Issuer for expenses that have not 
been reimbursed by OFL or the Seller, from amounts on deposit in the related 
Spread Account, an amount up to the amount so owed, to such Person;

          SEVENTH, if with respect to the Warehousing Series there exists a 
Collection Account Shortfall, from the aggregate of all amounts on deposit in 
each Spread Account in excess of the related Spread Account Maximum Amount, 
an amount up to the amount of such Collection Account Shortfall (to the 
extent not distributed on such Distribution Date pursuant to a prior priority 
of this Section 3.03(b)), to the Trustee for the Warehousing Series for 
deposit in the Warehousing Series Collection Account; and

          EIGHTH, any funds in a Spread Account in excess of the applicable 
Spread Account Maximum Amount, and any funds in a Spread Account with respect 
to a Series for which the Final Termination Date shall have occurred, to the 
Seller.

          Section 3.04. GENERAL PROVISIONS REGARDING SPREAD ACCOUNTS.

          (a)  Promptly upon the establishment (initially or upon any 
relocation) of a Spread Account hereunder, the Collateral Agent shall advise 
the Seller and each Secured Party in writing of the name and address of the 
depository institution or trust company where such Spread Account has been 
established (if not Norwest Bank Minnesota, National Association or any 
successor Collateral Agent in its commercial banking capacity), the name of 
the officer of the depository institution who is responsible for overseeing 
such Spread Account, the account number and the individuals whose names 
appear on the signature cards for such Spread Account. The Seller shall cause 
each such depository institution or trust company to execute a written 
agreement, in form and substance satisfactory to the Controlling Party, 
waiving, and the Collateral Agent by its execution of this Agreement hereby 
waives (except to the extent expressly provided herein), in each case to the 
extent permitted under applicable law, (i) any banker's or other statutory or 
similar Lien, and (ii) any right of set-off or other similar right under 
applicable law with respect to such Spread Account and any other Spread 
Account and agreeing, and the Collateral Agent by its execution of this 
Agreement hereby agrees, to notify the Seller, the Collateral Agent, and each 
Secured Party of any charge or claim against or with respect to such Spread 
Account. The Collateral Agent shall give the Seller and each Secured Party at 
least ten Business Days' prior written notice of any change in the location 
of such Spread Account or in any related account information. If the 
Collateral Agent changes the location of any Spread Account, it shall change 
the location of the other Spread Accounts, so that all Spread Accounts shall 
at all times be located at the same depository institution. Anything herein 
to the contrary notwithstanding, unless otherwise consented to by the 
Controlling Party in writing, the Collateral Agent shall have no right to 
change the location of any Spread Account.

          (b)  Upon the written request of the Controlling Party or the Seller
and at the expense of the Seller, the Collateral Agent shall cause, at the
expense of the Seller, the 

                                       22

<PAGE>

depository institution at which any Spread Account is located to forward to 
the requesting party copies of all monthly account statements for such Spread 
Account.

          (c)  If at any time any Spread Account ceases to be an Eligible 
Account, the Collateral Agent shall notify the Controlling Party of such fact 
and shall establish within 5 Business Days of such determination, in 
accordance with paragraph (a) of this Section, a successor Spread Account 
thereto, which shall be an Eligible Account, at another depository 
institution acceptable to the Controlling Party and shall establish successor 
Spread Accounts with respect to all other Spread Accounts, each of which 
shall be an Eligible Account at the same depository institution.

          (d)  No passbook, certificate of deposit or other similar 
instrument evidencing a Spread Account shall be issued, and all contracts, 
receipts and other papers, if any, governing or evidencing a Spread Account 
shall be held by the Collateral Agent.

          Section 3.05. REPORTS BY THE COLLATERAL AGENT. The Collateral Agent
shall report to the Seller, Financial Security, the Trustee and the Servicer on
a monthly basis no later than each Distribution Date with respect to the amount
on deposit in each Spread Account and the identity of the investments included
therein as of the last day of the related Monthly Period, and shall provide
accountings of deposits into and withdrawals from the Spread Accounts, and of
the investments made therein, to the independent accountants upon their request
for purposes of their reports pursuant to Section 3.11 of the Pooling and
Servicing Agreements and Section 3.11 of the Sale and Servicing Agreements.


                                      ARTICLE IV

                                 THE COLLATERAL AGENT

          Section 4.01. APPOINTMENT AND POWERS. Subject to the terms and
conditions hereof, each of the Secured Parties hereby appoints Norwest Bank
Minnesota, National Association as the Collateral Agent with respect to the
Series 1993-A Collateral and the related Collateral subsequently specified in a
Series Supplement, and Norwest Bank Minnesota, National Association hereby
accepts such appointment and agrees to act as Collateral Agent with respect to
the Series 1993-A Collateral, and upon execution of any Series Supplement, shall
be deemed to accept such appointment, and agree to act as Collateral Agent with
respect to such Collateral, in each case, for the Secured Parties, to maintain
custody and possession of such Collateral (except as otherwise provided
hereunder) and to perform the other duties of the Collateral Agent in accordance
with the provisions of this Agreement. Each Secured Party hereby authorizes the
Collateral Agent to take such action on its behalf, and to exercise such rights,
remedies, powers and privileges hereunder, as the Controlling Party may direct
and as are specifically authorized to be exercised by the Collateral Agent by
the terms hereof, together with such actions, rights, remedies, powers and
privileges as are reasonably incidental thereto. The Collateral Agent shall act
upon and in compliance with the written instructions of the Controlling Party
delivered pursuant to this Agreement promptly following receipt of such written
instructions; provided that the Collateral Agent shall not act in accordance
with any 

                                       23

<PAGE>

instructions (i) which are not authorized by, or in violation of the 
provisions of, this Agreement, (ii) which are in violation of any applicable 
law, rule or regulation or (iii) for which the Collateral Agent has not 
received reasonable indemnity. Receipt of such instructions shall not be a 
condition to the exercise by the Collateral Agent of its express duties 
hereunder, except where this Agreement provides that the Collateral Agent is 
permitted to act only following and in accordance with such instructions.

          Section 4.02. PERFORMANCE OF DUTIES. The Collateral Agent shall 
have no duties or responsibilities except those expressly set forth in this 
Agreement and the other Transaction Documents to which the Collateral Agent 
is a party or as directed by the Controlling Party in accordance with this 
Agreement. The Collateral Agent shall not be required to take any 
discretionary actions hereunder except at the written direction and with the 
indemnification of the Controlling Party.

          Section 4.03. LIMITATION ON LIABILITY. Neither the Collateral Agent 
nor any of its directors, officers or employees, shall be liable for any 
action taken or omitted to be taken by it or them hereunder, or in connection 
herewith, except that the Collateral Agent shall be liable for its 
negligence, bad faith or willful misconduct; nor shall the Collateral Agent 
be responsible for the validity, effectiveness, value, sufficiency or 
enforceability against the Seller or OFL of this Agreement or any of the 
Collateral (or any part thereof). Notwithstanding any term or provision of 
this Agreement, the Collateral Agent shall incur no liability to the Seller, 
OFL or the Secured Parties for any action taken or omitted by the Collateral 
Agent in connection with the Collateral, except for the negligence or willful 
misconduct on the part of the Collateral Agent, and, further, shall incur no 
liability to the Secured Parties except for negligence or willful misconduct 
in carrying out its duties to the Secured Parties. Subject to Section 4.04, 
the Collateral Agent shall be protected and shall incur no liability to any 
such party in relying upon the accuracy, acting in reliance upon the 
contents, and assuming the genuineness of any notice, demand, certificate, 
signature, instrument or other document reasonably believed by the Collateral 
Agent to be genuine and to have been duly executed by the appropriate 
signatory, and (absent actual knowledge to the contrary) the Collateral Agent 
shall not be required to make any independent investigation with respect 
thereto. The Collateral Agent shall at all times be free independently to 
establish to its reasonable satisfaction, but shall have no duty to 
independently verify, the existence or nonexistence of facts that are a 
condition to the exercise or enforcement of any right or remedy hereunder or 
under any of the Transaction Documents. The Collateral Agent may consult with 
counsel, and shall not be liable for any action taken or omitted to be taken 
by it hereunder in good faith and in accordance with the written advice of 
such counsel. The Collateral Agent shall not be under any obligation to 
exercise any of the remedial rights or powers vested in it by this Agreement 
or to follow any direction from the Controlling Party unless it shall have 
received reasonable security or indemnity satisfactory to the Collateral 
Agent against the costs, expenses and liabilities which might be incurred by 
it.

          Section 4.04. RELIANCE UPON DOCUMENTS. In the absence of bad faith or
negligence on its part, the Collateral Agent shall be entitled to rely on any
communication, instrument, paper or other document reasonably believed by it to
be genuine and correct and to have been signed or sent by the proper Person or
Persons and shall have no liability in acting,

                                       24

<PAGE>

or omitting to act, where such action or omission to act is in reasonable 
reliance upon any statement or opinion contained in any such document or 
instrument.

          Section 4.05. SUCCESSOR COLLATERAL AGENT.

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

          (b)  RESIGNATION. The Collateral Agent and any successor Collateral 
Agent may resign only (i) 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 Collateral Agent, and the 
Controlling Party does not elect to waive the Collateral Agent's obligation 
to perform those duties which render it legally unable to act or elect to 
delegate those duties to another Person, or (ii) with the prior written 
consent of the Controlling Party. The Collateral Agent shall give not less 
than 60 days' prior written notice of any such permitted resignation by 
registered or certified mail to the other Secured Party and the Seller; 
PROVIDED, that such resignation shall take effect only upon the date which is 
the latest of (i) the effective date of the appointment of a successor 
Collateral Agent and the acceptance in writing by such successor Collateral 
Agent of such appointment and of its obligation to perform its duties 
hereunder in accordance with the provisions hereof, (ii) delivery of the 
Collateral to such successor to be held in accordance with the procedures 
specified in Article II hereof, and (iii) receipt by the Controlling Party of 
an Opinion of Counsel to the effect described in Section 5.02. 
Notwithstanding the preceding sentence, if by the contemplated date of 
resignation specified in the written notice of resignation delivered as 
described above no successor Collateral Agent or temporary successor 
Collateral Agent has been appointed Collateral Agent or becomes the 
Collateral Agent pursuant to subsection (d) hereof, the resigning Collateral 
Agent may petition a court of competent jurisdiction in New York, New York 
for the appointment of a successor.

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

                                       25

<PAGE>

provisions hereof, (ii) delivery of the Collateral to such successor to be 
held in accordance with the procedures specified in Article II hereof and 
(iii) receipt by the Controlling Party of an Opinion of Counsel to the effect 
described in Section 5.02.

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

          (e)  Any resignation or removal of a Collateral Agent and 
appointment of a successor Collateral Agent shall be effected with respect to 
this Agreement and all Series Supplements simultaneously, so that at no time 
is there more than one Collateral Agent acting hereunder and under all Series 
Supplements.

          Section 4.06. INDEMNIFICATION. The Seller and OFL shall indemnify 
the Collateral Agent, its directors, officers, employees and agents for, and 
hold the Collateral Agent, its directors, officers, employees and agents 
harmless against, any loss, liability or expense (including the costs and 
expenses of defending against any claim of liability) arising out of or in 
connection with the Collateral Agent's acting as Collateral Agent hereunder, 
except such loss, liability or expense as shall result from the negligence, 
bad faith or willful misconduct of the Collateral Agent or its officers or 
agents. The obligation of the Seller and OFL under this Section shall survive 
the termination of this Agreement and the resignation or removal of the 
Collateral Agent. The Collateral Agent covenants and agrees that the 
obligations of the Seller hereunder and under Section 4.07 shall be limited 
to the extent provided in Section 2.08, and further covenants not to take any 
action to enforce its rights to indemnification hereunder with respect to the 
Seller and to payment under Section 4.07 except in accordance with the 
provisions 

                                       26

<PAGE>

of Section 8.05, or otherwise to assert any Lien or take any other action in 
respect of the Collateral or the Trust Property of a Series until the 
applicable Final Termination Date.

          Section 4.07. COMPENSATION AND REIMBURSEMENT. The Seller agrees for 
the benefit of the Secured Parties and as part of the Secured Obligations (a) 
to pay to the Collateral Agent, from time to time, reasonable compensation 
for all services rendered by it hereunder (which compensation shall not be 
limited by any provision of law in regard to the compensation of a collateral 
trustee); and (b) to reimburse the Collateral Agent upon its request for all 
reasonable expenses, disbursements and advances incurred or made by the 
Collateral Agent in accordance with any provision of, or carrying out its 
duties and obligations under, this Agreement (including the reasonable 
compensation and fees and the expenses and disbursements of its agents, any 
independent certified public accountants and independent counsel), except any 
expense, disbursement or advances as may be attributable to negligence, bad 
faith or willful misconduct on the part of the Collateral Agent.

          Section 4.08. REPRESENTATIONS AND WARRANTIES OF THE COLLATERAL 
AGENT. The Collateral Agent represents and warrants to the Seller and to each 
Secured Party as follows:

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

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

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

          (d)  VALID AND BINDING AGREEMENT. The Collateral Agent has duly 
executed and delivered this Agreement and each other Transaction Document to 
which it is a party, and each of this Agreement and each such other 
Transaction Document constitutes the legal, valid and binding obligation of 
the Collateral Agent, enforceable against the Collateral Agent in accordance 
with its terms, except as (i) such enforceability may be limited by 
bankruptcy, insolvency, reorganization and similar laws relating to or 
affecting the enforcement of creditors' rights generally and (ii) the 
availability of equitable remedies may be limited by equitable principles of 
general applicability.

          Section 4.09. WAIVER OF SETOFFS. The Collateral Agent hereby 
expressly waives any and all rights of setoff that the Collateral Agent may 
otherwise at any time have

                                       27

<PAGE>

under applicable law with respect to any Spread Account and agrees that 
amounts in the Spread Accounts shall at all times be held and applied solely 
in accordance with the provisions hereof.

          Section 4.10.  CONTROL BY THE CONTROLLING PARTY. The Collateral 
Agent shall comply with notices and instructions given by the Seller only if 
accompanied by the written consent of the Controlling Party, except that if 
any Default shall have occurred and be continuing, the Collateral Agent shall 
act upon and comply with notices and instructions given by the Controlling 
Party alone in the place and stead of the Seller.

                                      ARTICLE V

                               COVENANTS OF THE SELLER

          Section 5.01. PRESERVATION OF COLLATERAL. Subject to the rights, 
powers and authorities granted to the Collateral Agent and the Controlling 
Party in this Agreement, the Seller shall take such action as is necessary 
and proper with respect to the Collateral in order to preserve and maintain 
such Collateral and to cause (subject to the rights of the Secured Parties) 
the Collateral Agent to perform its obligations with respect to such 
Collateral as provided herein. The Seller will do, execute, acknowledge and 
deliver, or cause to be done, executed, acknowledged and delivered, such 
instruments of transfer or take such other steps or actions as may be 
necessary, or required by the Controlling Party, to perfect the Security 
Interests granted hereunder in the Collateral, to ensure that such Security 
Interests rank prior to all other Liens and to preserve the priority of such 
Security Interests and the validity and enforceability thereof. Upon any 
delivery or substitution of Collateral, the Seller shall be obligated to 
execute such documents and perform such actions as are necessary to create in 
the Collateral Agent for the benefit of the Secured Parties a valid first 
Lien on, and valid and perfected, first priority security interest in, the 
Collateral so delivered and to deliver such Collateral to the Collateral 
Agent, free and clear of any other Lien, together with satisfactory 
assurances thereof, and to pay any reasonable costs incurred by any of the 
Secured Parties or the Collateral Agent (including its agents) or otherwise 
in connection with such delivery.

          Section 5.02. OPINIONS AS TO COLLATERAL. Not more than 90 days nor 
less than 30 days prior to (i) each anniversary of the date hereof during the 
term of this Agreement and (ii) each date on which the Seller proposes to 
take any action contemplated by Section 5.06, the Seller shall, at its own 
cost and expense, furnish to each Secured Party and the Collateral Agent an 
Opinion of Counsel with respect to each Series either (a) stating that, in 
the opinion of such counsel, such action has been taken with respect to the 
execution and filing of any financing statements and continuation statements 
and other actions as are necessary to perfect, maintain and protect the lien 
and security interest of the Collateral Agent (and the priority thereof), on 
behalf of the Secured Parties, with respect to such Collateral against all 
creditors of and purchasers from the Seller or OFL and reciting the details 
of such action, or (b) stating that, in the opinion of such counsel, no such 
action is necessary to maintain such perfected lien and security interest. 
Such Opinion of Counsel shall further describe each execution and filing of 
any financing statements and continuation statements and such other actions 
as will, in the opinion of such counsel, be required to perfect, maintain and 
protect the lien and security 

                                       28

<PAGE>

interest of the Collateral Agent, on behalf of the Secured Parties, with 
respect to such Collateral against all creditors of and purchasers from the 
Seller or OFL for a period, specified in such Opinion, continuing until a 
date not earlier than eighteen months from the date of such Opinion.

          Section 5.03. NOTICES. In the event that OFL or the Seller acquires 
knowledge of the occurrence and continuance of any Insurance Agreement Event 
of Default or Servicer Termination Event or of any event of default or like 
event, howsoever described or called, under any of the Transaction Documents, 
the Seller shall immediately give notice thereof to the Collateral Agent and 
each Secured Party.

          Section 5.04. WAIVER OF STAY OR EXTENSION LAWS; MARSHALLING OF 
ASSETS. The Seller covenants, to the fullest extent permitted by applicable 
law, that it will not at any time insist upon, plead, or in any manner 
whatsoever claim or take the benefit or advantage of, any appraisement, 
valuation, stay, extension or redemption law wherever enacted, now or at any 
time hereafter in force, in order to prevent or hinder the enforcement of 
this Agreement or any absolute sale of the Collateral or any part thereof, or 
the possession thereof by any purchaser at any sale under Article VII of this 
Agreement; and the Seller, to the fullest extent permitted by applicable law, 
for itself and all who may claim under it, hereby waives the benefit of all 
such laws, and covenants that it will not hinder, delay or impede the 
execution of any power herein granted to the Collateral Agent, but will 
suffer and permit the execution of every such power as though no such law had 
been enacted. The Seller, for itself and all who may claim under it, waives, 
to the fullest extent permitted by applicable law, all right to have the 
Collateral marshalled upon any foreclosure or other disposition thereof.

          Section 5.05. NONINTERFERENCE, ETC. The Seller shall not (i) waive 
or alter any of its rights under the Collateral (or any agreement or 
instrument relating thereto) without the prior written consent of the 
Controlling Party; or (ii) fail to pay any tax, assessment, charge or fee 
levied or assessed against the Collateral, or to defend any action, if such 
failure to pay or defend may adversely affect the priority or enforceability 
of the Seller's right, title or interest in and to the Collateral or the 
Collateral Agent's lien on, and security interest in, the Collateral for the 
benefit of the Secured Parties; or (iii) take any action, or fail to take any 
action, if such action or failure 'to take action will interfere with the 
enforcement of any rights under the Transaction Documents.

          Section 5.06. SELLER CHANGES.

          (a)  CHANGE IN NAME, STRUCTURE, ETC. The Seller shall not change 
its name, identity or corporate structure unless it shall have given each 
Secured Party and the Collateral Agent at least 60 days' prior written notice 
thereof, shall have effected any necessary or appropriate assignments or 
amendments thereto and filings of financing statements or amendments thereto, 
and shall have delivered to the Collateral Agent and each Secured Party an 
Opinion of Counsel of the type described in Section 5.02.

          (b)  RELOCATION OF THE SELLER. Neither OFL nor the Seller shall change
its principal executive office unless it gives each Secured Party and the
Collateral Agent at least 90 days' prior written notice of any relocation of its
principal executive office. If the Seller

                                       29

<PAGE>

relocates its principal executive office or principal place of business from 
Minnesota, the Seller shall give prior notice thereof to the Controlling 
Party and the Collateral Agent and shall effect whatever appropriate 
recordations and filings are necessary and shall provide an Opinion of 
Counsel to the Controlling Party and the Collateral Agent, to the effect 
that, upon the recording of any necessary assignments or amendments to 
previously-recorded assignments and filing of any necessary amendments to the 
previously filed financing or continuation statements or upon the filing of 
one or more specified new financing statements, and the taking of such other 
actions as may be specified in such opinion, the security interests in the 
Collateral shall remain, after such relocation, valid and perfected.

                                      ARTICLE VI

                     CONTROLLING PARTY; INTERCREDITOR PROVISIONS

          Section 6.01. APPOINTMENT OF CONTROLLING PARTY. From and after the 
Closing Date of a Series until the Insurer Termination Date related to such 
Series, Financial Security shall be the Controlling Party with respect to 
such Series and shall be entitled to exercise all the rights given the 
Controlling Party hereunder with respect to such Series. From and after the 
Insurer Termination Date related to such Series until the Trustee Termination 
Date related to such Series, the Trustee shall be the Controlling Party with 
respect to such Series. Notwithstanding the foregoing, in the event that a 
Financial Security Default shall have occurred and be continuing, the Trustee 
shall be the Controlling Party with respect to such Series until the 
applicable Trustee Termination Date. If prior to an Insurer Termination Date 
the Trustee shall have become the Controlling Party with respect to a Series 
as a result of the occurrence of a Financial Security Default and either such 
Financial Security Default is cured or for any other reason ceases to exist 
or the Trustee Termination Date with respect to a Series occurs, then upon 
such cure or other cessation or on such Trustee Termination Date, as the case 
may be, Financial Security shall, upon notice thereof being duly given to the 
Collateral Agent, again be the Controlling Party with respect to such Series.

          Section 6.02. CONTROLLING PARTY'S AUTHORITY.

          (a)  Each of OFL and the Seller hereby irrevocably appoint the 
Controlling Party, and any successor to the Controlling Party appointed 
pursuant to Section 6.01, its true and lawful attorney, with full power of 
substitution, in the name of OFL, the Seller, the Secured Parties or 
otherwise, but (subject to Section 2.08) at the expense of the Seller, to the 
extent permitted by law to exercise, at any time and from time to time while 
any Insurance Agreement Event of Default has occurred and is continuing, any 
or all of the following powers with respect to all or any of the Collateral 
related to the relevant Series: (i) to demand, sue for, collect, receive and 
give acquittance for any and all monies due or to become due upon or by 
virtue thereof, (ii) to settle, compromise, compound, prosecute or defend any 
action or proceeding with respect thereto, (iii) to sell, transfer, assign or 
otherwise deal with the same or the proceeds thereof as fully and effectively 
as if the Collateral Agent were the absolute owner thereof, and (iv) to 
extend the time of payment of any or all thereof and to make any allowance or 
other

                                       30

<PAGE>

adjustments with respect thereto; PROVIDED that the foregoing powers and 
rights shall be exercised in accordance with the provisions of Article VII 
hereof.

          (b)  With respect to each Series of Certificates and the related 
Collateral, each Secured Party hereby irrevocably and unconditionally 
constitutes and appoints the Controlling Party with respect to such Series, 
and any successor to such Controlling Party appointed pursuant to Section 
6.01 from time to time, as the true and lawful attorney-in-fact of such 
Secured Party for so long as such Secured Party is the Non-Controlling Party, 
with full power of substitution, to execute, acknowledge and deliver any 
notice, document, certificate, paper, pleading or instrument and to do in the 
name of the Controlling Party as well as in the name, place and stead of such 
Secured Party such acts, things and deeds for and on behalf of and in the 
name of such Secured Party under this Agreement with respect to such Series 
which such Secured Party could or might do or which may be necessary, 
desirable or convenient in such Controlling Party's sole discretion to effect 
the purposes contemplated hereunder and, without limitation, exercise full 
right, power and authority to take, or defer from taking, any and all acts 
with respect to the administration of the Collateral related to such Series, 
and the enforcement of the rights of the Secured Parties hereunder with 
respect to such Series, on behalf of and for the benefit of such Controlling 
Party and such Non-Controlling Party, as their interests may appear.

          (c)  So long as Financial Security shall be the Controlling Party 
with respect to a Series, the Trustee hereby agrees, that if there exists an 
Insurance Agreement Event of Default with respect to such Series:

               (i)  Financial Security shall have the exclusive right to direct
     the Trustee as to any and all actions to be taken under the related
     Transaction Documents, including without limitation all actions with
     respect to the giving of directions to the Servicer and any subservicer
     with respect to the servicing of the Receivables of such Series;
     enforcement of any rights of the Trustee under such Transaction Documents;
     and the giving or withholding of any other consents, requests, notices,
     directions, approvals, extensions or waivers under or in respect of any
     such Transaction Documents; and

               (ii) Financial Security shall have the right to control the time,
     method and place of conducting any proceeding for any remedy available to
     the Trustee, or exercising any trust or power conferred upon the Trustee
     under the related Pooling and Servicing Agreement or under any other
     Transaction Document, including the remedies provided in Article VII.

PROVIDED, HOWEVER, that the Trustee may decline to follow any of the above 
directions from Financial Security, if the Trustee, in accordance with an 
opinion of counsel to the Trustee, that is independent of the Trustee, 
determines that the action or proceeding so directed may not lawfully be 
taken or if the Trustee in good faith determines that the action or 
proceeding so directed would involve it in personal liability for which 
adequate indemnity is not reasonably assured to it or, in the case of actions 
or directions not specifically permitted to be taken by Financial Security so 
long as no Financial Security Default has occurred and is continuing, would 
adversely affect the interests of the Certificateholders in any material 
respect.

                                     31
<PAGE>

       (d)  So long as Financial Security shall be the Controlling 
Party with respect to a Series, the Trustee shall not, without the prior 
written consent of Financial Security:

            (i)     appoint new independent accountants with respect to the
     Series;

           (ii)     consent to the amendment of or supplement to any of the
     Transaction Documents related to the Series; or

          (iii)     waive a Servicer Termination Event under the related Pooling
     and Servicing Agreement or Sale and Servicing Agreement, as applicable.

       (e)  So long as Financial Security shall be the Controlling Party with 
respect to a Series:

               (i)  Financial Security shall have the rights provided in Section
     5.3 of each Pooling and Servicing Agreement, Section 5.4 of each Sale and
     Servicing Agreement and Section 5.19 of each Indenture in respect of the
     direction of insolvency proceedings.

               (ii) Financial Security shall have the right to direct the
     Trustee as to any and all actions to be taken in the event of the
     occurrence of a Servicer Termination Event under the related Pooling and
     Servicing Agreement and shall have such other rights in respect of the
     appointment of a successor servicer as are provided in such Pooling and
     Servicing Agreement.

       Section 6.03. RIGHTS OF SECURED PARTIES. With respect to each Series 
of Certificates and the related Collateral, the Non-Controlling Party at any 
time expressly agrees that it shall not assert any rights that it may 
otherwise have, as a Secured Party with respect to the Collateral, to direct 
the maintenance, sale or other disposition of the Collateral or any portion 
thereof, notwithstanding the occurrence and continuance of any Default with 
respect to such Series or any non-performance by OFL or the Seller of any 
obligation owed to such Secured Party hereunder or under any other 
Transaction Document, and each party hereto agrees that the Controlling Party 
shall be the only Person entitled to assert and exercise such rights.

       Section 6.04. DEGREE OF CARE.

       (a)  CONTROLLING PARTY. Notwithstanding any term or provision of this 
Agreement, the Controlling Party shall incur no liability to OFL or the 
Seller for any action taken or omitted by the Controlling Party in connection 
with the Collateral, except for any gross negligence, bad faith or willful 
misconduct on the part of the Controlling Party and, further, shall incur no 
liability to the Non-Controlling Party except for a breach of the terms of 
this Agreement or for gross negligence, bad faith or willful misconduct in 
carrying out its duties, if any, to the Non-Controlling Party. The 
Controlling Party shall be protected and shall incur no liability to any such 
party in relying upon the accuracy, acting in reliance upon the contents and 
assuming the genuineness of any notice, demand, certificate, signature, 
instrument or other document believed by the Controlling Party to be genuine 
and to have been duly executed by 

                                      32

<PAGE>

the appropriate signatory, and (absent manifest error or actual knowledge to 
the contrary) the Controlling Party shall not be required to make any 
independent investigation with respect thereto. The Controlling Party shall, 
at all times, be free independently to establish to its reasonable 
satisfaction the existence or nonexistence, as the case may be, of any fact 
the existence or nonexistence of which shall be a condition to the exercise 
or enforcement of any right or remedy under this Agreement or any of the 
Transaction Documents.

       (b)  THE NON-CONTROLLING PARTY. The Non-Controlling Party shall not be 
liable to the Seller for any action or failure to act by the Controlling 
Party or the Collateral Agent in exercising, or failing to exercise, any 
rights or remedies hereunder.

                                  ARTICLE VII

                             REMEDIES UPON DEFAULT

       Section 7.01. REMEDIES UPON A DEFAULT. If a Default with respect to a 
Series has occurred and is continuing, the Collateral Agent shall, at the 
direction of the Controlling Party, take whatever action at law or in equity 
as may appear necessary or desirable in the judgment of the Controlling Party 
to collect and satisfy all Insurer Secured Obligations (including, but not 
limited to, foreclosure upon the Collateral and all other rights available to 
secured parties under applicable law) or to enforce performance and 
observance of any obligation, agreement or covenant under any of the 
Transaction Documents related to such Series. Notwithstanding the foregoing, 
the Collateral Agent shall not be entitled to take any action and the 
Controlling Party shall not be entitled to give any direction with respect to 
the Trust Property, except to the extent provided in the Pooling and 
Servicing Agreement or other Transaction Documents and Sections 6.02(a), (c), 
(d) and (e) hereof.

       Section 7.02. WAIVER OF DEFAULT. The Controlling Party shall have the 
sole right, to be exercised in its complete discretion, to waive any Default 
by a writing setting forth the terms, conditions and extent of such waiver 
signed by the Controlling Party and delivered to the Collateral Agent, the 
other Secured Party and the Seller. Any such waiver shall be binding upon the 
Non-Controlling Party and the Collateral Agent. Unless such writing expressly 
provides to the contrary, any waiver so granted shall extend only to the 
specific event or occurrence which gave rise to the Default so waived and not 
to any other similar event or occurrence which occurs subsequent to the date 
of such waiver.

       Section 7.03. RESTORATION OF RIGHTS AND REMEDIES. If the Collateral 
Agent has instituted any proceeding to enforce any right or remedy under this 
Agreement, and such proceeding has been discontinued or abandoned for any 
reason, or has been determined adversely to such Collateral Agent, then and 
in every such case the Seller, the Collateral Agent and each of the Secured 
Parties shall, subject to any determination in such proceeding, be restored 
severally and respectively to their former positions hereunder, and 
thereafter all rights and remedies of the Secured Parties shall continue as 
though no such proceeding had been instituted.

                                      33

<PAGE>

       Section 7.04. NO REMEDY EXCLUSIVE. No right or remedy herein conferred 
upon or reserved to the Collateral Agent, the Controlling Party or either of 
the Secured Parties is intended to be exclusive of any other right or remedy, 
and every right or remedy shall, to the extent permitted by law, be 
cumulative and in addition to every other right and remedy given hereunder or 
now or hereafter existing at law, in equity or otherwise (but, in each case, 
shall be subject to the provisions of this Agreement limiting such remedies), 
and each and every right, power and remedy whether specifically herein given 
or otherwise existing may be exercised from time to time and as often and in 
such order as may be deemed expedient by the Controlling Party, and the 
exercise of or the beginning of the exercise of any right or power or remedy 
shall not be construed to be a waiver of the right to exercise at the same 
time or thereafter any other right, power or remedy.

                                  ARTICLE VIII

                                 MISCELLANEOUS

       Section 8.01. FURTHER ASSURANCES. Each party hereto shall take such 
action and deliver such instruments to any other party hereto, in addition to 
the actions and instruments specifically provided for herein, as may be 
reasonably requested or required to effectuate the purpose or provisions of 
this Agreement or to confirm or perfect any transaction described or 
contemplated herein.

       Section 8.02. WAIVER. Any waiver by any party of any provision of this 
Agreement or any right, remedy or option hereunder shall only prevent and 
estop such party from thereafter enforcing such provision, right, remedy or 
option if such waiver is given in writing and only as to the specific 
instance and for the specific purpose for which such waiver was given. The 
failure or refusal of any party hereto to insist in any one or more 
instances, or in a course of dealing, upon the strict performance of any of 
the terms or provisions of this Agreement by any party hereto or the partial 
exercise of any right, remedy or option hereunder shall not be construed as a 
waiver or relinquishment of any such term or provision, but the same shall 
continue in full force and effect.

       Section 8.03. AMENDMENTS; WAIVERS. No amendment, modification, waiver 
or supplement to this Agreement or any provision of this Agreement shall in 
any event be effective unless the same shall have been made or consented to 
in writing by each of the parties hereto and each Rating Agency shall have 
confirmed in writing that such amendment will not cause a reduction or 
withdrawal of a rating on any Series; PROVIDED, HOWEVER, that, for so long as 
Financial Security shall be the Controlling Party with respect to a Series, 
amendments, modifications, waivers or supplements hereto relating to such 
Series, the related Collateral or Spread Account or any requirement hereunder 
to deposit or retain any amounts in such Spread Account or to distribute any 
amounts therein as provided in Section 3.03 shall be effective if made or 
consented to in writing by Financial Security, the Seller, OFL and the 
Collateral Agent (the consent of which shall not be withheld or delayed with 
respect to any amendment that does not adversely affect the Collateral Agent) 
but shall in no circumstances require the consent of the Trustee or the 
Certificateholders related to such Series or any other Series.

                                      34

<PAGE>

       Section 8.04. SEVERABILITY. In the event that any provision of this 
Agreement or the application thereof to any party hereto or to any 
circumstance or in any jurisdiction governing this Agreement shall, to any 
extent, be invalid or unenforceable under any applicable statute, regulation 
or rule of law, then such provision shall be deemed inoperative to the extent 
that it is invalid or unenforceable and the remainder of this Agreement, and 
the application of any such invalid or unenforceable provision to the 
parties, jurisdictions or circumstances other than to whom or to which it is 
held invalid or unenforceable, shall not be affected thereby nor shall the 
same affect the validity or enforceability of any other provision of this 
Agreement. The parties hereto further agree that the holding by any court of 
competent jurisdiction that any remedy pursued by the Collateral Agent, or 
any of the Secured Parties, hereunder is unavailable or unenforceable shall 
not affect in any way the ability of the Collateral Agent or any of the 
Secured Parties to pursue any other remedy available to it or them (subject, 
however, to the provisions of this Agreement limiting such remedies).

       Section 8.05. NONPETITION COVENANT. Notwithstanding any prior 
termination of this Agreement, each of the parties hereto agrees that it 
shall not, prior to one year and one day after the Final Scheduled 
Distribution Date with respect to each Series, acquiesce, petition or 
otherwise invoke or cause the Seller or OFL to invoke the process of the 
United States of America, any State or other political subdivision thereof or 
any entity exercising executive, legislative, judicial, regulatory or 
administrative functions of or pertaining to government for the purpose of 
commencing or sustaining a case by or against the Seller, OFL or the Trust 
under a Federal or state bankruptcy, insolvency or similar law or appointing 
a receiver, liquidator, assignee, trustee, custodian, sequestrator or other 
similar official of the Seller, OFL or the Trust or all or any part of its 
property or assets or ordering the winding up or liquidation of the affairs 
of the Seller, OFL or the Trust. The parties agree that damages will be an 
inadequate remedy for breach of this covenant and that this covenant may be 
specifically enforced.

       Section 8.06. NOTICES. All notices, demands, certificates, requests 
and communications hereunder ("notices") shall be in writing and shall be 
effective (a) upon receipt when sent through the U.S. mails, registered or 
certified mail, return receipt requested, postage prepaid, with such receipt 
to be effective the date of delivery indicated on the return receipt, or (b) 
one Business Day after delivery to an overnight courier, or (c) on the date 
personally delivered to an Authorized Officer of the party to which sent, or 
(d) on the date transmitted by legible telecopier transmission with a 
confirmation of receipt, in all cases addressed to the recipient as follows:

          (i)   If to OFL:

                Olympic Financial Ltd.
                7825 Washington Avenue South, Suite 410
                Minneapolis, Minnesota 55439-2435
                Attention: Chief Financial Officer

                Telecopier No.:     (612) 942-6730


                                      35

<PAGE>

          (ii)  If to the Seller:

                Olympic Receivables Finance Corp.
                7825 Washington Avenue South, Suite 410
                Minneapolis, Minnesota 55439-2435
                Attention: President

                Telecopier No.:     (612) 942-6730

          (iii) If to Financial Security:

                Financial Security Assurance Inc.
                350 Park Avenue - 13th Floor
                New York, New York 10022
                Attention: Surveillance Department

                Telecopier No.:     (212) 339-3518
                                    (212) 339-3529

          (in each case in which notice or other communication to Financial
          Security refers to a Default or a claim on the Policy or in which
          failure on the part of Financial Security to respond shall be deemed
          to constitute consent or acceptance, then with a copy to the attention
          of the Senior Vice President Surveillance)

          (iv)  If to the Trustee:

                Norwest Bank Minnesota, National Association
                6th Street and Marquette Avenue
                Minneapolis, Minnesota 55479-0070
                Attention: Corporate Trust Services - Asset Backed 
                 Administration

                Telecopier No.:     (612) 667-3539

          (v)   If to the Collateral Agent:

                Norwest Bank Minnesota, National Association
                6th Street and Marquette Avenue
                Minneapolis, Minnesota 55479-0070
                Attention: Corporate Trust Services - Asset Backed 
                 Administration

                Telecopier No.:     (612) 667-3539


                                      36

<PAGE>

          (vi)  If to Moody's:

                Moody's Investor's Service, Inc.
                99 Church Street
                New York, New York 10007

                Telecopier No.:     (212) 553-0344

          (vii) If to Standard & Poor's:

                Standard & Poor's Ratings Group
                26 Broadway
                New York, New York 10004

                Telecopier No.:     (212) 208-1582

A copy of each notice given hereunder to any party hereto shall also be given 
to (without duplication) Financial Security, the Seller, the Trustee and the 
Collateral Agent. Each party hereto may, by notice given in accordance 
herewith to each of the other parties hereto, designate any further or 
different address to which subsequent notices shall be sent.

       Section 8.07. TERM OF THIS AGREEMENT. This Agreement shall take effect 
on the Closing Date of the Series 1993-A Certificates and shall continue in 
effect until the last Final Termination Date to occur with respect to each 
Series. On such Final Termination Date, this Agreement shall terminate, all 
obligations of the parties hereunder shall cease and terminate and the 
Collateral, if any, held hereunder and not to be used or applied in discharge 
of any obligations of the Seller or OFL in respect of the Secured Obligations 
or otherwise under this Agreement, shall be released to and in favor of the 
Seller, PROVIDED that the provisions of Sections 4.06, 4.07 and 8.05 shall 
survive any termination of this Agreement and the release of any Collateral 
upon such termination.

       Section 8.08. ASSIGNMENTS: THIRD-PARTY RIGHTS; REINSURANCE.

       (a)  This Agreement shall be a continuing obligation of the parties 
hereto and shall (i) be binding upon the parties and their respective 
successors and assigns, and (ii) inure to the benefit of and be enforceable 
by each Secured Party and the Collateral Agent, and by their respective 
successors, transferees and assigns. Neither the Seller nor OFL may assign 
this Agreement, or delegate any of its duties hereunder, without the prior 
written consent of the Controlling Party.

       (b)  Financial Security shall have the right (unless a Financial 
Security Default shall have occurred and be continuing) to give 
participations in its rights under this Agreement and to enter into contracts 
of reinsurance with respect to any Policy issued in connection with a Series 
of Certificates and each such participant or reinsurer shall be entitled to 
the benefit of any representation, warranty, covenant and obligation of each 
party (other than Financial Security) hereunder as if such participant or 
reinsurer was a party hereto and, subject 

                                      37

<PAGE>

only to such agreement regarding such reinsurance or participation, shall 
have the right to enforce the obligations of each such other party directly 
hereunder; PROVIDED, HOWEVER, that no such reinsurance or participation 
agreement or arrangement shall relieve Financial Security of its obligations 
hereunder, under the Transaction Documents to which it is a party or under 
any such Policy. In addition, nothing contained herein shall restrict 
Financial Security from assigning to any Person pursuant to any liquidity 
facility or credit facility any rights of Financial Security under this 
Agreement or with respect to any real or personal property or other interests 
pledged to Financial Security, or in which Federal Security has a security 
interest, in connection with the transactions contemplated hereby. The terms 
of any such assignment or participation shall contain an express 
acknowledgment by such Person of the condition of this Section and the 
limitations of the rights of Financial Security hereunder.

       Section 8.09. CONSENT OF CONTROLLING PARTY. In the event that the 
Controlling Party's consent is required under the terms hereof or under the 
terms of any Transaction Document, it is understood and agreed that, except 
as otherwise provided expressly herein, the determination whether to grant or 
withhold such consent shall be made solely by the Controlling Party in its 
sole discretion.

       Section 8.10.  TRIAL BY JURY WAIVED. Each of the parties hereto 
waives, to the fullest extent permitted by law, any right it may have to a 
trial by jury in respect of any litigation arising directly or indirectly out 
of, under or in connection with this Agreement, any of the other Transaction 
Documents or any of the transactions contemplated hereunder or thereunder. 
Each of the parties hereto (a) certifies that no representative, agent or 
attorney of any other party has represented, expressly or otherwise, that 
such other party would not, in the event of litigation, seek to enforce the 
foregoing waiver and (b) acknowledges that it has been induced to enter into 
this Agreement and the other Transaction Documents to which it is a party, by 
among other things, this waiver.

       Section 8.11.  GOVERNING LAW. This Agreement shall be governed by and 
construed, and the obligations, rights and remedies of the parties hereunder 
shall be determined, in accordance with the laws of the State of New York.

       Section 8.12.  CONSENTS TO JURISDICTION. Each of the parties hereto 
irrevocably submits to the jurisdiction of the United States District Court 
for the Southern District of New York, any court in the state of New York 
located in the city and county of New York, and any appellate court from any 
thereof, in any action, suit or proceeding brought against it and related to 
or in connection with this Agreement, the other Transaction Documents or the 
transactions contemplated hereunder or thereunder or for recognition or 
enforcement of any judgment and each of the parties hereto irrevocably and 
unconditionally agrees that all claims in respect of any such suit or action 
or proceeding may be heard or determined in such New York State court or, to 
the extent permitted by law, in such federal court. Each of the parties 
hereto agrees that a final judgment in any such action, suit or proceeding 
shall be conclusive and may be enforced in other jurisdictions by suit on the 
judgment or in any other manner provided by law. To the extent permitted by 
applicable law, each of the parties hereby waives and agrees not to assert by 
way of motion, as a defense or otherwise in any such suit, action or 
proceeding, any claim that it is not personally subject to the jurisdiction 
of such courts, that the suit, action 

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<PAGE>

or proceeding is brought in an inconvenient forum, that the venue of the 
suit, action or proceeding is improper or that this Agreement or any of the 
other Transaction Documents or the subject matter hereof or thereof may not 
be litigated in or by such courts. Each of OFL and the Seller hereby 
irrevocably appoints and designates Norwest Bank Minnesota, National 
Association, as its true and lawful attorney and duly authorized agent for 
acceptance of service of legal process. Each of OFL and the Seller agrees 
that service of such process upon such Person shall constitute personal 
service of such process upon it. Nothing contained in this Agreement shall 
limit or affect the rights of any party hereto to serve process in any other 
manner permitted by law or to start legal proceedings relating to any of the 
Transaction Documents against OFL or the Seller or their respective property 
in the courts of any jurisdiction.

       Section 8.13.  LIMITATION OF LIABILITY. It is expressly understood and 
agreed by the parties hereto that (a) Norwest Bank Minnesota, National 
Association is executing this Agreement not in its individual capacity but 
solely in its capacity as trustee of the Trusts pursuant to the Pooling and 
Servicing Agreements and (b) in no case whatsoever shall Norwest Bank 
Minnesota, National Association be personally liable on, or for any loss in 
respect of, any of the statements, representations, warranties, covenants, 
agreements or obligations of the Trust hereunder, all such liability, if any, 
being expressly waived by the parties hereto.

       Section 8.14.  DETERMINATION OF ADVERSE EFFECT. Any determination of 
an adverse effect on the interest of the Secured Parties or the 
Certificateholders shall be made without consideration of the availability of 
funds under the Policies.

       Section 8.15.  COUNTERPARTS. This Agreement may be executed in two or 
more counterparts by the parties hereto, and each such counterpart shall be 
considered an original and all such counterparts shall constitute one and the 
same instrument.

       Section 8.16.  HEADINGS. The headings of sections and paragraphs and 
the Table of Contents contained in this Agreement are provided for 
convenience only. They form no part of this Agreement and shall not affect 
its construction or interpretation.

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<PAGE>


          IN WITNESS WHEREOF, the parties hereto have executed this 
Agreement, as amended and restated, as of the date set forth on the first 
page hereof.

                                   OLYMPIC FINANCIAL LTD.


                                   By /s/John A. Whitham
                                     ----------------------------------------
                                         John A. Witham
                                         Executive Vice President and Chief
                                           Financial Officer



                                   OLYMPIC RECEIVABLES FINANCE CORP.


                                   By /s/John A. Whitham
                                     ----------------------------------------
                                         John A. Witham
                                         Senior Vice President and Chief
                                           Financial Officer



                                   FINANCIAL SECURITY ASSURANCE INC.


                                   By /s/Illegible
                                     ---------------------------------------- 
                                         Authorized Officer



                                   NORWEST BANK MINNESOTA, NATIONAL
                                     ASSOCIATION, as Trustee


                                   By /s/Thomas D. Wraalstad
                                      --------------------------------------- 
                                         Thomas D. Wraalstad
                                         Corporate Trust Officer


<PAGE>
                                   NORWEST BANK MINNESOTA, NATIONAL
                                     ASSOCIATION, as Collateral Agent


                                   By /s/Thomas D. Wraalstad
                                      ---------------------------------------
                                         Thomas D. Wraalstad
                                         Corporate Trust Officer






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