<PAGE>



                            SPREAD ACCOUNT AGREEMENT,

                           dated as of March 25, 1993,

                             as amended and restated

                               as of June 1, 1997

                                      among

                             ARCADIA FINANCIAL LTD.,

                       ARCADIA RECEIVABLES FINANCE CORP.,

                         ARCADIA SECURITY ASSURANCE INC.

                            THE CHASE MANHATTAN BANK

                                       and

                  NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION

<PAGE>

<TABLE>

                                TABLE OF CONTENTS

                                                                                    PAGE

                                    ARTICLE I

                                   DEFINITIONS
<CAPTION>

<S>                 <C>                                                              <C>
 
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
Section 2.09.       Program Spread Account and Tag Accounts . . . . . . . . . . . .  16



                                   ARTICLE III

                                 SPREAD ACCOUNTS

Section 3.01.       Establishment of Spread Accounts; Initial Deposits into
                    Spread Accounts . . . . . . . . . . . . . . . . . . . . . . . .  19
Section 3.02.       Investments . . . . . . . . . . . . . . . . . . . . . . . . . .  20
Section 3.03.       Distributions: Priority of Payments . . . . . . . . . . . . . .  21
Section 3.04.       General Provisions Regarding Spread Accounts  . . . . . . . . .  25
Section 3.05.       Reports by the Collateral Agent . . . . . . . . . . . . . . . .  25

                                   ARTICLE IV

                              THE COLLATERAL AGENT

Section 4.01.       Appointment and Powers. . . . . . . . . . . . . . . . . . . . .  26
Section 4.02.       Performance of Duties . . . . . . . . . . . . . . . . . . . . .  26
Section 4.03.       Limitation on Liability . . . . . . . . . . . . . . . . . . . .  26
Section 4.04.       Reliance upon Documents . . . . . . . . . . . . . . . . . . . .  27

                                      i

<PAGE>

Section 4.05.       Successor Collateral Agent. . . . . . . . . . . . . . . . . . .  27
Section 4.06.       Indemnification . . . . . . . . . . . . . . . . . . . . . . . .  29
Section 4.07.       Compensation and Reimbursement. . . . . . . . . . . . . . . . .  29
Section 4.08.       Representations and Warranties of the Collateral Agent. . . . .  29
Section 4.09.       Waiver of Setoffs . . . . . . . . . . . . . . . . . . . . . . .  30
Section 4.10.       Control by the Controlling Party. . . . . . . . . . . . . . . .  30

                                    ARTICLE V

                             COVENANTS OF THE SELLER

Section 5.01.       Preservation of Collateral. . . . . . . . . . . . . . . . . . .  30
Section 5.02.       Opinions as to Collateral . . . . . . . . . . . . . . . . . . .  31
Section 5.03.       Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
Section 5.04.       Waiver of Stay or Extension Laws; Marshalling of Assets . . . .  31
Section 5.05.       Noninterference, etc. . . . . . . . . . . . . . . . . . . . . .  32
Section 5.06.       Seller Changes. . . . . . . . . . . . . . . . . . . . . . . . .  32

                                   ARTICLE VI

                   CONTROLLING PARTY; INTERCREDITOR PROVISIONS

Section 6.01.       Appointment of Controlling Party. . . . . . . . . . . . . . . .  32
Section 6.02.       Controlling Party's Authority . . . . . . . . . . . . . . . . .  33
Section 6.03.       Rights of Secured Parties . . . . . . . . . . . . . . . . . . .  35
Section 6.04.       Degree of Care. . . . . . . . . . . . . . . . . . . . . . . . .  35

                                   ARTICLE VII

                              REMEDIES UPON DEFAULT

Section 7.01.       Remedies upon a Default . . . . . . . . . . . . . . . . . . . .  35
Section 7.02.       Waiver of Default . . . . . . . . . . . . . . . . . . . . . . .  36
Section 7.03.       Restoration of Rights and Remedies. . . . . . . . . . . . . . .  36
Section 7.04.       No Remedy Exclusive . . . . . . . . . . . . . . . . . . . . . .  36

                                  ARTICLE VIII

                                 MISCELLANEOUS

Section 8.01.       Further Assurances. . . . . . . . . . . . . . . . . . . . . . .  36
Section 8.02.       Waiver. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
Section 8.03.       Amendments; Waivers . . . . . . . . . . . . . . . . . . . . . .  37
Section 8.04.       Severability. . . . . . . . . . . . . . . . . . . . . . . . . .  37

                                      ii

<PAGE>

Section 8.05.       Nonpetition Covenant. . . . . . . . . . . . . . . . . . . . . .  37
Section 8.06.       Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
Section 8.07.       Term of this Agreement. . . . . . . . . . . . . . . . . . . . .  40
Section 8.08.       Assignments: Third-Party Rights; Reinsurance  . . . . . . . . .  40
Section 8.09.       Consent of Controlling Party. . . . . . . . . . . . . . . . . .  40
Section 8.10.       Trial by Jury Waived. . . . . . . . . . . . . . . . . . . . . .  41
Section 8.11.       Governing Law . . . . . . . . . . . . . . . . . . . . . . . . .  41
Section 8.12.       Consents to Jurisdiction. . . . . . . . . . . . . . . . . . . .  41
Section 8.13.       Limitation of Liability . . . . . . . . . . . . . . . . . . . .  41
Section 8.14.       Determination of Adverse Effect . . . . . . . . . . . . . . . .  42
Section 8.15.       Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . .  42
Section 8.16.       Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . .  42

</TABLE>

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 June 1, 1997 (the "Agreement"), by and among ARCADIA FINANCIAL LTD., a 
Minnesota corporation ("Arcadia Financial"), ARCADIA RECEIVABLES FINANCE 
CORP., a Delaware corporation (the "Seller"), FINANCIAL SECURITY ASSURANCE 
INC., a New York stock insurance company ("Financial Security"), NORWEST BANK 
MINNESOTA, NATIONAL ASSOCIATION, a national banking association in its 
capacities as Trustee under each Pooling and Servicing Agreement and/or as 
Trustee under each Indenture with respect to each Series specified in the 
related Series Supplement (as defined below), THE CHASE MANHATTAN BANK, as 
Trustee under each Indenture with respect to each Series specified in the 
related Series Supplement, each in such respective capacities as agent for 
the Certificateholders and/or Noteholders with respect to the related Series 
(the "Trustee") and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, 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 Pooling and Servicing Agreements or Sale and 
Servicing Agreements, the Seller from time to time sells all of its right, 
title and interest in and to Receivables and certain other Trust Property.

          3.   The Seller has requested that Financial Security issue 
Policies to guarantee payment of the Guaranteed Distributions or Scheduled 
Payments (as defined in the relevant Policy) on each Distribution Date in 
respect of asset-backed securities backed by such Receivables and Other Trust 
Property.

          4.   In partial consideration of the issuance of the Policies, the 
Seller has agreed that Financial Security shall have certain rights as 
Controlling Party, to the extent set forth herein.

          5.   The Seller is a wholly owned special purpose subsidiary of 
OFL. Certain of the purchasers of Receivables and Other Trust Property have 
agreed to pay a Credit Enhancement Fee to the Seller in consideration of the 
obligations of the Seller and OFL pursuant hereto and in consideration of the 
obligations of OFL pursuant to the Insurance Agreements (such obligations 
forming part of the Insurer Secured Obligations referred to herein). The 
Insurer Secured Obligations form part of the consideration to Financial 
Security for its issuance of the Policies.

          6.   In order to secure the performance of the 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 Collateral as 
Collateral to the Collateral Agent for the benefit of Financial Security 

<PAGE>

and for the benefit of the Trustees on behalf of the Trusts, upon the terms 
and conditions set forth herein.

          7.   In connection with the issuance of Policies subsequent to the 
Policy issued with respect to the Series 1993-A Trust, 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 have entered into or will enter into a 
Series Supplement hereto pursuant to which the Seller has pledged or will 
pledge additional Collateral pursuant to the terms hereof and such Series 
Supplement.

          8.   The Seller has entered into a Repurchase Agreement dated as of 
December 3, 1996 with Arcadia Receivables Conduit Corp., a Delaware 
corporation, (the "Issuer") (the "Repurchase Agreement") pursuant to which 
the Seller has sold or will sell all of its right, title and interest in 
certain Receivables, and that the Issuer will issue one or more classes or 
tranches of Warehousing 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 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 

                                      2

<PAGE>

defined herein with respect to one or more Series, 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 
(other than the Warehousing 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 March 12, 1997, between OFL and Norwest 
Bank Minnesota, National Association, as amended or supplemented, relating to 
OFL's $300,000,000 11 1/2% Senior Notes due 2007, 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, any property 
pledged pursuant to Section 2.09(f), and, with respect to any 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.

          "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 

                                      3

<PAGE>

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 (other than the Warehousing 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 (other than the Warehousing 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, with respect to Series 1994-B, Series 
1994-A, Series 1993-D, Series 1993-C, Series 1993-B or Series 1993-A and each 
other Spread Account for which "Deemed Cured" is not defined in the related 
Series Supplement, (a) with respect to a Trigger Event that has occurred 
pursuant to clause (A)(i) or (ii) of the definition thereof, as of a 
Determination Date that no such clause (A)(i) or clause (A)(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 (A)(iii) 
or clause (A)(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, that no such clause (A)(iii) or clause (A)(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 (other than the Warehousing Series), the fraction, expressed 
as a percentage, the numerator of which is equal to the sum of 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 

                                      4

<PAGE>

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.

          "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 

                                      5

<PAGE>

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.

          "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 Arcadia Receivables Conduit Corp., a Delaware 
corporation.

          "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 (other than the Warehousing 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 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.  

                                      6
<PAGE>

          "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.

          "PROGRAM SPREAD ACCOUNT" has the meaning specified in Section 2.09(a)
hereof.

          "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.

          "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.


                                        7
<PAGE>


          "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 "Cumulative Default Rate," "Average Delinquency Ratio,"
"Cumulative Net Loss Rate," "Deemed Cured," "Delinquency Ratio," "Net Losses,"
"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;

           (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 


                                        8
<PAGE>


     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 (other than the Warehousing 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 Third Amended and Restated Stock
Pledge Agreement, dated as of December 3, 1996, between OFL, Financial Security
and the Collateral Agent, as amended from time to time.

          "TAG ACCOUNT" has the meaning specified in Section 2.09(c).

          "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 events specified in clause (A)
together with the occurrence of the event specified in clause (B):

     (A)  (i)    [reserved];

          (ii)   the Average Delinquency Ratio for such Determination Date shall
                 be equal to or greater than 5.00%;

          (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 


                                        10
<PAGE>


                 during the sixth calendar month succeeding the Series 1993-A 
                 Closing 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.

     (B)         The amount specified with respect to such Series in the last
                 sentence of Section 2.09(f) hereof is positive on such
                 Determination Date, and such amount has not been deposited in
                 the related Tag Account on such Determination 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 (other than the
Warehousing Series), has the meaning specified in the related Pooling and
Servicing Agreement or Trust Agreement, as the case may be, and with respect to
the Warehousing Series, means the Seller Conveyed Property (as defined in the
Repurchase Agreement).

          "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 


                                        11
<PAGE>


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, (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 or (iii) the
Trustee and the Noteholders under the Indenture with respect to the Warehousing
Series.

          "TRUSTEE TERMINATION DATE" means, with respect to any Series, the date
which is the later 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 or (ii)
except with respect to the Warehousing Series, 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 (other than
the Warehousing 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 


                                        12
<PAGE>


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 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 or will sell 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 


                                        13
<PAGE>


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;

             (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 


                                        14
<PAGE>


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.

          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


                                        15
<PAGE>


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 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, or of any deferred portion of the purchase price
payable by the Seller to OFL with respect to any Receivable 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.

          Section 2.09.  PROGRAM SPREAD ACCOUNT AND TAG ACCOUNTS.  (a)  On or
prior to the date of any transfer of cash by the Seller pursuant to Section
2.09(b)(i), the 


                                        16
<PAGE>

Collateral Agent at the direction of the Seller shall establish at an 
institution at which one or more Spread Accounts established hereunder 
are then maintained an Eligible Account, designated "Program Spread 
Account -- Norwest Bank Minnesota, National Association" (the "Program Spread 
Account"). The Program Spread Account shall continuously be maintained at an 
institution at which one or more Spread Accounts are established hereunder.

     (b)   The Collateral Agent shall hold, for the benefit of the Seller, 
the following property in the Program Spread Account: 

     (i)   all cash amounts from time to time on deposit in the Program 
Spread Account which at the Seller's election it has delivered to the 
Collateral Agent from (x) the proceeds of the sale of securities of a Series 
or (y) amounts released to the Seller from the Lien of this Agreement ; and

     (ii)  investments made with the proceeds of the property described in 
clause (i) above, or made with amounts on deposit in the Program Spread 
Account.

     Notwithstanding anything herein or in any Series Supplement to the 
contrary, the property held by the Collateral Agent under this Section 
2.09(b) shall not constitute Collateral hereunder.

     (c)   With respect to each Series for which the Seller has made an 
election pursuant to Section 2.09(f) in connection with such Series, on or 
prior to the date of any transfer of cash from the Program Spread Account in 
connection with such election, the Collateral Agent at the direction of the 
Seller shall establish at the same institution at which the related Spread 
Account established hereunder is then maintained an Eligible Account, 
designated "Tag Account Series [series designation] - Norwest Bank Minnesota, 
National Association, as Collateral Agent for Financial Security Assurance 
Inc. and another Secured Party" (each such account, a "Tag Account").  Each 
Tag Account shall continue to be maintained at the same institution as the 
related Spread Account established hereunder.

     (d)   In order to secure the performance of the Secured Obligations 
with respect to each Series, the Seller 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 a security interest on (which lien and security 
interest is intended to be prior to all other liens, security interests and 
other encumbrances), all of its right, title and interest in and to the 
following:

     (i)   each Tag Account established pursuant to Section 2.09(c) hereof, 
(including, without limitation, all monies, checks, securities, investments 
and other documents held in or evidencing any such accounts);

     (ii)  all of the Seller's right, title and interest in and to 
investments made with proceeds of the property described in clause (i) above; 
and

                                      17

<PAGE>

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

     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 shall, prior to the 
deposit of amounts in any Tag Account, execute and file 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 on the Collateral pledged or to be 
pledged pursuant to Section 2.09(d) which can be perfected by the filing of a 
financing statement.

     (e)   The Program Spread Account and each Tag 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, the Program Spread Account 
and each Tag Account shall be maintained by the Collateral Agent at all times 
separate and apart from any other account of the Seller, OFL, the Servicer, 
the Trust or the Issuer.  All income or loss on investments of funds in the 
Program Spread Account and any Tag Account shall be reported by the Seller as 
taxable income or loss of the Seller.

     (f)   Upon the occurrence of an event specified in clause (A) of the 
definition of Trigger Event with respect to a Series and until such event is 
Deemed Cured, at the election of the Seller amounts on deposit in the Program 
Spread Account may be withdrawn on the related Determination Date by the 
Collateral Agent from the Program Spread Account and irrevocably deposited 
into one or more Tag Accounts for each Series with respect to which an event 
specified in such clause (A) shall have occurred (and which event is not 
Deemed Cured) and with respect to which the Seller has made such election.  
In the event of such election, the Collateral Agent shall deposit from the 
Program Spread Account into the related Tag Account, on such related 
Determination Date, an amount equal to the excess, if any, of amounts on 
deposit in the Spread Account (excluding any amount in any related Tag 
Account, and taking into account any deposits thereto to be made pursuant to 
the first paragraph of Section 3.03(b) and taking into account any 
withdrawals therefrom  to be made pursuant to priority FIRST of Section 
3.03(b) on the related Distribution Date, but not taking into account any 
other changes in the amount on deposit in such account pursuant to Section 
3.03(b)) over the amount specified in clause (i) of the definition of Spread 
Account Maximum Amount with respect to such Series (taking into account the 
decline in the related Series Balance to be effected on the related 
Distribution Date). 

     (g)   Amounts on deposit in the Program Spread Account shall be 
released from such account at any time upon the request of the Seller.  Funds 
in the Program Spread Account shall not be commingled with funds in any 
Spread Account, any Tag Account or with any other moneys.  Amounts on deposit 
in a Spread Account shall be released from the Lien of this Agreement and 
delivered to the Seller, or at the direction of the Seller deposited into the 
Program Spread Account, upon deposit of a like amount pursuant to Section 
2.09(f) into the related Tag Account.

                                      18

<PAGE>

     (h)   Upon deposit pursuant to Section 2.09(f) of amounts into a Tag 
Account for a Series such amounts shall be treated fungibly with all amounts 
on deposit in the Spread Account with respect to the same Series, except 
that, amounts deposited into a Spread Account pursuant to Section 3.03(b) 
shall be deemed to be deposited into the Spread Account, and amounts 
withdrawn from a Spread Account pursuant to Section 3.03(b) shall be 
withdrawn first from the related Tag Account and second from the Spread 
Account. Except as otherwise explicitly specified, all references herein to a 
Series Spread Account hereunder shall be deemed to include reference to any 
Tag Account created with respect to such Series, and all references herein to 
amounts on deposit in a Series Spread Account shall be deemed to include 
reference amounts on deposit in the related Tag Account, if any, created with 
respect to such Series.

                                   ARTICLE III

                                 SPREAD ACCOUNTS

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

     (a)   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 Assurance Inc. and another Secured Party" (the "Spread Account"). 
The Spread Accounts established under this Agreement may be maintained at one 
or more depository institutions (which depository institutions 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 and in the Warehousing Series 
Supplement. 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 (other than the 
Warehousing 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 (other than the Warehousing 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.

                                      19

<PAGE>

     (d)   Each Spread Account shall be separate from each respective Trust 
and amounts on deposit therein will not constitute a part of the Trust 
Property of any Trust.  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 or in the Program Spread Account 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 or the Program 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 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 or in the Program 
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 N.Y. U.C.C. Section 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

                                      20

<PAGE>

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 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 3.11 
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:

                                      21

<PAGE>

          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 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 in respect of such Collection Account
     Shortfall(s).  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 withdrawals pursuant to paragraph SECOND above), up
     to the aggregate of the Collection Account Shortfalls 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) 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) of
     Section 3.6(a) or priority (v) of Section 3.6(b) 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 
3.11 of the Servicing Agreement of a Collection Account Shortfall or 
Warehousing 

                                      22

<PAGE>

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 Collection Account Shortfall or Warehousing 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 the amount deposited into 
the Spread Account for the Warehousing Series pursuant to Section 3.6 or 
Section 3.10 of the Warehousing Series 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.  
References herein to a Spread Account shall include references to the related 
Tag Account and such amounts shall be treated fungibly, except that amounts 
deposited into a Spread Account pursuant to Section 3.03(b) shall be deemed 
to be deposited into a Spread Account, and amounts withdrawn from a Spread 
Account pursuant to Section 3.03(b) shall be withdrawn first from the related 
Tag Account and second from the Spread Account.

     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 there exists a Collection Account 
Shortfall after deposit into the Collection Account of amounts distributed 
pursuant to priority FIRST, from each 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, 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;

     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 (excluding the Warehousing Series) 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 

                                      23

<PAGE>

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 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, as applicable, from 
amounts on deposit in the related Spread Account, an amount up to the amount 
so owed, to such Servicer;

     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 
Warehousing Shortfall, from the aggregate of all amounts on deposit in the 
Warehousing Series Spread Account and from the aggregate of all amounts in 
unrelated Spread Accounts in excess of the related Spread Account Maximum 
Amount (except that such limitation shall not exist with respect to a Spread 
Account Maximum Amount which is unlimited), an amount up to the amount of 
such Warehousing 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.

                                      24

<PAGE>

     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 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 

                                      25

<PAGE>

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 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 

                                      26


<PAGE>

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, 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

                                      27

<PAGE>

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 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

                                      28

<PAGE>

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 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

                                      29

<PAGE>

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 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,

                                      30

<PAGE>

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 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

                                      31

<PAGE>

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.  The parties hereto 
acknowledge receipt of prior written notice of the Seller's intent to change 
its name on or after January 1, 1997 to Arcadia Receivables Finance Corp.

          (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 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

                                     32

<PAGE>

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 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.

                                      33

<PAGE>

          (c)    So long as Financial Security shall be the Controlling Party 
with respect to a Series (other than the Warehousing 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.

          (d)    So long as Financial Security shall be the Controlling Party 
with respect to a Series (other than the Warehousing 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.

                                     34

<PAGE>

                 (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 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

                                      35

<PAGE>

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 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.

          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 

                                      36

<PAGE>

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.

          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 

                                  37
<PAGE>

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: Treasurer

                 Telecopier No.:   (612) 942-6730

          (ii)   If to the Seller:

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

                 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

                                  38
<PAGE>

          (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:

                 The Chase Manhattan Bank
                 450 West 33rd Street
                 New York, New York 10001-2697
                 Attention:  Global Trust Services Group
                 (with respect to those Series for which Chase serves as 
                 Trustee)

                 or

                 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
                 (with respect to those Series for which Norwest serves as
                 Trustee)

          (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

          (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

                                  39
<PAGE>

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 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 

                                  40
<PAGE>

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 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 CT Corporation System, whose address is 1633 Broadway,
New York, New York 10019, 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 (i) not in its individual capacity but
in its capacity as trustee of the Trusts pursuant 

                                  41
<PAGE>

to the Transaction Documents and (ii) as Collateral Agent hereunder (b) in no 
case whatsoever shall Norwest Bank Minnesota, National Association in its 
capacity as trustee of Trusts 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.



                                  42
<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.

                                 ARCADIA FINANCIAL LTD.


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

                                      

                                 ARCADIA RECEIVABLES FINANCE CORP.


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

                                      

                                 FINANCIAL SECURITY ASSURANCE INC.


                                 By                                             
                                   --------------------------------------------
                                    Authorized Officer



                                 THE CHASE MANHATTAN BANK,
                                    as Trustee


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


                                 NORWEST BANK MINNESOTA, NATIONAL
                                   ASSOCIATION, as Trustee


                                 By                                             
                                   --------------------------------------------
                                    Name:
                                    Title:
<PAGE>


                                 NORWEST BANK MINNESOTA, NATIONAL
                                   ASSOCIATION, as Collateral Agent


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