<PAGE>   1





                         RECEIVABLES PURCHASE AGREEMENT

                         Dated as of September 22, 1995

                                     Among

                   THE STANDARD PRODUCTS FUNDING CORPORATION

                                   as Seller
                                   ---------

                                      and

                         THE STANDARD PRODUCTS COMPANY

                           as initial Master Servicer
                           --------------------------

                                      and

                        CLIPPER RECEIVABLES CORPORATION

                                  as Purchaser
                                  ------------

                                      and

                    STATE STREET BOSTON CAPITAL CORPORATION

                                as Administrator
                                ----------------

                                      and

                               NATIONAL CITY BANK

                              as Relationship Bank
                              --------------------




<PAGE>   2

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                               Page
                                                                                               ----
<S>              <C>                                                                            <C>

ARTICLE I                    PURCHASES AND REINVESTMENTS                                         2

SECTION 1.01.         Commitments to Purchase; Limits on Purchaser's
                               Obligations                                                       2
SECTION 1.02.         Purchase Procedures; Assignment of Purchaser's
                               Interests                                                         2
SECTION 1.03.         Collections during Revolving Period                                        3
SECTION 1.04.         Collections During Liquidation Period                                      6
SECTION 1.05                   [RESERVED] .                                                     10
SECTION 1.06.         Purchased Interest                                                        10

ARTICLE II                   COMPUTATIONAL RULES                                                11

SECTION 2.01.         Selection of Asset Tranches                                               11
SECTION 2.02.         Computation of Purchaser's Total Investment
                              and Purchaser's Tranche Investment                                12
SECTION 2.03.         Computation of Concentration Limits and Unpaid
                               Balance                                                          13
SECTION 2.04.         Computation of Earned Discount                                            13
SECTION 2.05.         Estimates of Earned Discount Rate, Fees, Etc.                             13

ARTICLE III                  SETTLEMENTS                                                        14

SECTION 3.01.         Settlement Procedures                                                     14
SECTION 3.02.         Deemed Collections; Reduction of Purchaser's     
                               Total Investment, Etc.                                           18
SECTION 3.03.         Payments and Computations, Etc.                                           20
SECTION 3.04.         Treatment of Collections and Deemed
                               Collections                                                      20

ARTICLE IV                   FEES AND YIELD PROTECTION                                          21

SECTION 4.01.         Fees                                                                      21
SECTION 4.02.         Yield Protection                                                          21
SECTION 4.03.         Funding Losses                                                            23

ARTICLE V                    CONDITIONS OF PURCHASES                                            24

SECTION 5.01.         Conditions Precedent to Initial Purchase                                  24
</TABLE>





<PAGE>   3
<TABLE>
<S>                   <C>                                                                       <C>
SECTION 5.02.         Conditions Precedent to All Purchases and
                               Reinvestments                                                    26

ARTICLE VI                   REPRESENTATIONS AND WARRANTIES                                     27

SECTION 6.01.         Representations and Warranties of Seller
                             Parties                                                            27

ARTICLE VII                  GENERAL COVENANTS OF SELLER PARTIES                                32

SECTION 7.01.         Affirmative Covenants of Seller Parties                                   32
SECTION 7.02.         Reporting Requirements of Seller Parties                                  34
SECTION 7.03.         Negative Covenants of Seller Parties                                      36
SECTION 7.04.         Separate Corporate Existence of Seller                                    39
SECTION 7.05.         Financial Covenants                                                       42

ARTICLE VIII                 ADMINISTRATION AND COLLECTION                                      42

SECTION 8.01.         Designation of Master Servicer                                            42
SECTION 8.02.         Duties of Master Servicer                                                 43
SECTION 8.03.         Rights of the Administrator                                               45
SECTION 8.04.         Responsibilities of Seller Parties                                        46
SECTION 8.05.         Further Action Evidencing Purchases and
                             Reinvestments                                                      47
SECTION 8.06.         Application of Collections                                                48

ARTICLE IX                   SECURITY INTEREST                                                  49

SECTION 9.01.         Grant of Security Interest                                                49
SECTION 9.02.         Further Assurances                                                        49
SECTION 9.03.         Remedies                                                                  49

ARTICLE X                    LIQUIDATION EVENTS                                                 49

SECTION 10.01.        Liquidation Events                                                        49
SECTION 10.02.        Remedies                                                                  53

ARTICLE XI                   THE ADMINISTRATOR; RELATIONSHIP BANK                               53

SECTION 11.01.        Authorization and Action                                                  53
SECTION 11.02.        Administrator's and Relationship Bank's
                             Reliance, Etc.                                                     53
SECTION 11.03.        State Street Capital and NCB and Affiliates                               54

ARTICLE XII                  ASSIGNMENT OF PURCHASER'S INTEREST                                 54
</TABLE>





<PAGE>   4
<TABLE>
<S>                   <C>                                                                       <C>
SECTION 12.01.        Restrictions on Assignments                                               54
SECTION 12.02.        Rights of Assignee                                                        56
SECTION 12.03.        Terms and Evidence of Assignment                                          56
SECTION 12.04.        Rights of Collateral Agent                                                56

ARTICLE XIII                 INDEMNIFICATION                                                    56

SECTION 13.01.        Indemnities by Seller                                                     56
SECTION 13.02.        Indemnities by Master Servicer                                            59


ARTICLE XIV                  MISCELLANEOUS                                                      60

SECTION 14.01.        Amendments, Etc.                                                          60
SECTION 14.02.        Notices, Etc.                                                             61                         
SECTION 14.03.        No Waiver; Remedies                                                       61                   
SECTION 14.04.        Binding Effect; Survival                                                  61              
SECTION 14.05.        Costs, Expenses and Taxes                                                 62             
SECTION 14.06.        No Proceedings                                                            63                        
SECTION 14.07.        Confidentiality of Seller Information                                     63 
SECTION 14.08.        Confidentiality of Program Information                                    65
SECTION 14.09.        Captions and Cross References                                             67
SECTION 14.10.        Integration                                                               68
SECTION 14.11.        Governing Law                                                             68
SECTION 14.12.        Waiver Of Jury Trial                                                      68
SECTION 14.13.        Consent To Jurisdiction; Waiver Of Immunities                             68 
SECTION 14.14.        Execution in Counterparts                                                 69
SECTION 14.15.        No Recourse Against Other Parties                                         69
</TABLE>





<PAGE>   5

                                   APPENDICES

APPENDIX A       Definitions


                                   SCHEDULES

SCHEDULE 6.01(i) Description of Material Adverse Changes
                 
SCHEDULE 6.01(j) Description of Litigation
                 
SCHEDULE 6.01(n) List of Offices of Master Servicer and Seller where
                 Records Are Kept
                 
SCHEDULE 6.01(o) List of Lock-Box Banks
                 
SCHEDULE 6.01(p) Description of Credit and Collection Policy


                                    EXHIBITS

EXHIBIT 1.02(a)  Form of Notice of Purchase

EXHIBIT 3.01(a)  Form of Information Package

EXHIBIT 5.01(a)  Form of Sale Agreement

EXHIBIT 5.01(f)  Form of UCC Financing Statement

EXHIBIT 5.01(h)  Form of Lock-Box Agreement

EXHIBIT 5.01(i)  Form of Opinion of Special Counsel for Seller Parties





<PAGE>   6
                         RECEIVABLES PURCHASE AGREEMENT

                         Dated as of September 22, 1995


         THIS IS A RECEIVABLES PURCHASE AGREEMENT (this "AGREEMENT"), among:

         (1)  THE STANDARD PRODUCTS FUNDING CORPORATION, a Delaware corporation
              (together with its successors and permitted assigns, "SELLER"),

         (2)  THE STANDARD PRODUCTS COMPANY, an Ohio corporation (together with
its successors, "STANDARD" as initial servicer hereunder (in such capacity,
together with any successor servicer appointed pursuant to SECTION 8.01,
"MASTER SERVICER"; Standard, in its capacity as Master Servicer, together with
Seller, each a "SELLER PARTY" and collectively the "SELLER PARTIES"),

         (3)  CLIPPER RECEIVABLES, a Delaware corporation ("PURCHASER"),

         (4)  STATE STREET BOSTON CAPITAL CORPORATION, a Massachusetts
corporation ("STATE STREET CAPITAL"), as administrator for Purchaser under the
Program Administration Agreement (in such capacity, together with any
successors thereto in such capacity, the "ADMINISTRATOR"), and

         (5)  NATIONAL CITY BANK a national bank ("NCB"), as a referral agent
for Purchaser under the Relationship Bank Agreement (in such capacity, together
with any successors thereto in such capacity, the "RELATIONSHIP BANK").

Unless otherwise indicated, capitalized terms used in this Agreement are
defined in APPENDIX A.


                                   BACKGROUND

         1.      Seller is a wholly-owned direct subsidiary of Standard.

         2.      Standard is engaged in the business of the manufacture of
parts for the automotive, marine and appliance industries.

         3.      Concurrently herewith, Standard together with the other
Originators and Seller are entering into the Sale Agreement pursuant to which
each Originator will transfer to Seller all of its right, title and interest in
and to the Pool Receivables and certain related property.

         4.      Seller has requested Purchaser, and Purchaser agreed, subject
to the terms and conditions contained in this Agreement, to purchase from
Seller from time to time an undivided percentage interest, referred to herein
as the Purchased Interest, in Pool Receivables and related property.





<PAGE>   7
         5.      Seller and Purchaser also desire that, subject to the terms
and conditions of this Agreement, certain of the daily Collections in respect
of the Purchased Interest be reinvested in Pool Receivables, which reinvestment
shall constitute part of the Purchased Interest.

         6.      State Street Capital has been requested, and is willing, to
act as the Administrator under this Agreement.

         7.      NCB has been requested, and is willing, to act as the
Relationship Bank under this Agreement.

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


                                   ARTICLE I

                          PURCHASES AND REINVESTMENTS

         SECTION 1.01.    COMMITMENTS TO PURCHASE; LIMITS ON PURCHASER'S
OBLIGATIONS.  Upon the terms and subject to the conditions of this Agreement
(including, without limitation, ARTICLE V), from time to time prior to the
Termination Date, Seller may request that Purchaser purchase from Seller
ownership interests in Pool Receivables and Related Assets, and Purchaser shall
make such purchase (each being a "PURCHASE"); PROVIDED that no Purchase shall
be made by Purchaser if, after giving effect thereto, either (a) the then
Purchaser's Total Investment would exceed the lesser of (1) $50,000,000 and (2)
84% TIMES the Net Pool Balance (the "PURCHASE LIMIT"), or (b) the Purchased
Interest, expressed as a percentage of Net Pool Balance (as of the Cut-Off Date
for the Settlement Date on which such Purchase is made), would exceed 100% (the
"ALLOCATION LIMIT"); and PROVIDED, FURTHER that each Purchase made pursuant to
this Section 1.01 shall have a purchase price equal to at least $1,000,000 and
shall be an integral multiple of $1,000,000.

         SECTION 1.02.    PURCHASE PROCEDURES; ASSIGNMENT OF PURCHASER'S
                          INTERESTS.

                (a)      NOTICE OF PURCHASE.  Each Purchase from Seller by
         Purchaser shall be made on notice from Seller to the Administrator
         received by the Administrator not later than 11:00 a.m. (New York City
         time) on the Business Day next preceding the date of such proposed
         Purchase.  Each such notice of a proposed Purchase shall be
         substantially in the form of EXHIBIT 1.02(a) and shall specify the
         desired amount and date of such Purchase.

                (b)      FUNDING OF PURCHASE.  On the date of each Purchase,
         Purchaser shall, upon satisfaction of the applicable conditions set
         forth in ARTICLE V, make available to the Administrator at the
         Administrator's Office the amount of its Purchase in same day funds,
         and after receipt by the Administrator of such funds, the
         Administrator will make such funds immediately available to Seller at
         such office.





<PAGE>   8
                 (c)      ASSIGNMENT OF PURCHASED INTERESTS.  Seller hereby
         sells, assigns and transfers to Purchaser, effective on and as of the 
         date of each Purchase by the Purchaser hereunder, the undivided 
         ownership interest in the Pool Receivables and Related Assets 
         represented by the net increase in the Purchased Interest resulting 
         from such Purchase.

         SECTION 1.03.    COLLECTIONS DURING REVOLVING PERIOD.

                 (a)      On the close of business on each Business Day during
         the period from the date of the first Purchase to the Termination 
         Date, Master Servicer will, out of all Collections received on such 
         day from Pool Receivables:

                (i)     if any Ford Concentration Draw or Chrysler
              Concentration Draw is outstanding, determine the amount of Ford
              Collections, in the case of a Ford Concentration Draw, or Chrysler
              Collections, in the case of a Chrysler Concentration Draw, 
              received on such day and pay such amount to the Administrator 
              for application to and up to the outstanding amount of any Ford 
              Concentration Draw or Chrysler Concentration Draw, as the case 
              may be, in each case, together with accrued interest therein;

                (ii)  determine the Purchaser's Share and the Seller's Share of
              the Collections remaining after the application of the immediately
              preceding clause (i);

                (iii)  out of the Purchaser's Share of Collections allocated
              pursuant to CLAUSE (ii), set aside and hold in trust for 
              Purchaser an amount equal to the sum of the estimated amount of 
              Earned Discount accrued in respect of each Asset Tranche (based 
              on rate information provided by the Administrator pursuant to 
              Section 2.05), all other amounts due from Seller to Purchaser, 
              the Administrator or the Relationship Bank hereunder and the 
              Master Servicer's Fee (in each case, accrued through such day) 
              and not so previously set aside;

                (iv)  apply the Purchaser's Share of the Collections as
              determined pursuant to CLAUSE (ii) and not required to be set 
              aside pursuant to CLAUSE (iii) to the purchase from Seller of 
              ownership interests in Pool Receivables and Related Assets (each 
              such purchase being a "REINVESTMENT"); PROVIDED that:

                     (A)   if (I) the then Purchased Interest would exceed the
                   Allocation Limit or (II) the then Purchaser's Total 
                   Investment would exceed the Purchase Limit, then Master 
                   Servicer shall not reinvest, but shall set aside and hold 
                   for the benefit of Purchaser, a portion of such Collections 
                   which, together with other Collections previously set aside 
                   pursuant to this CLAUSE (iv), shall equal the amount 
                   necessary to reduce the Purchaser's Total Investment to the 
                   Purchase Limit and the Purchased Interest to the Allocation 
                   Limit;





<PAGE>   9
                        (B)      if any of the conditions precedent to
              Reinvestment in CLAUSES (a), (b) and (d) of SECTION 5.02 are not
              satisfied, then Master Servicer shall not reinvest any of such
              remaining Collections, but shall set them aside and hold them in
              trust for the benefit of Purchaser; and

                (v)     pay to Seller (A) the portion of Collections not
         allocated to the Purchaser's Share pursuant to CLAUSE (ii) and (B) the
         Collections applied to Reinvestment pursuant to CLAUSE (iv).

                 (b)      UNREINVESTED COLLECTIONS.  Master Servicer shall set
     aside and hold in trust for the benefit of Purchaser all Collections which,
     pursuant to CLAUSE (iv) of SECTION 1.03(a), may not be reinvested in the 
     Pool Receivables and Related Assets.  If the Administrator or the 
     Relationship Bank shall so request in writing, then, within one Business 
     Day after receipt of each request, Master Servicer shall apply such funds 
     to reduce the Purchaser's Total Investment in accordance with SECTION 
     1.03(c)(iii).  If, prior to the date when such Collections are required 
     to be paid to the Administrator for the benefit of Purchaser pursuant to 
     SECTION 1.03(c)(iii), the amount of Collections so set aside exceeds the 
     amount, if any, necessary to reduce the Purchaser's Total Investment to 
     the Purchase Limit and the Purchased Interest to the Allocation Limit, 
     and the conditions precedent to Reinvestment set forth in clauses (a), 
     (b) and (d) of SECTION 5.02 are satisfied, then the Master Servicer shall 
     apply such Collections (or, if less, a portion of such Collections equal 
     to the amount of such excess) to the making of a Reinvestment.  No delay 
     in the Administrator or Relationship Bank making such request shall 
     release the Master Servicer from its obligations to make such payment 
     whether or not such funds were set aside and held in trust as refined
     by this clause (b).

                 (c)      PAYMENT OF AMOUNTS SET ASIDE.

                        (i)     Master Servicer shall pay all amounts set aside
              pursuant to SECTION 1.03(a)(iii) in respect of Earned Discount on
              an Asset Tranche funded by a Liquidity Loan, a Credit Draw or a
              Concentration Draw to the Administrator on the last day of the
              then current Yield Period for such Asset Tranche.

                        (ii)  Master Servicer shall pay all amounts of
              Collections set aside pursuant to SECTION 1.03(a)(iii) to the
              Administrator on each Settlement Date, as provided in SECTION
              3.01, in an amount not exceeding the sum of all accrued and
              unpaid Earned Discount in respect of each Asset Tranche, Master
              Servicer's Fee and all other amounts (other than the Purchaser's
              Total Investment) then due from Seller to Purchaser, the
              Administrator or the Relationship Bank, or on such earlier date
              or dates as the Administrator shall require on at least one
              Business Day's written notice to Master Servicer.

                        (iii)  Master Servicer shall pay all amounts set aside
              pursuant to SECTION 1.03(b) and not previously applied pursuant
              to SECTION 1.03(b) to the





<PAGE>   10
         Administrator for the account of Purchaser (A) on the last day of the  
         then current Yield Period for any Asset Tranche funded by a Liquidity
         Loan, a Credit Draw or a Concentration Draw, in an amount not
         exceeding the Purchaser's Tranche Investment of such Asset Tranche,
         and (B) on the Settlement Date for each Settlement Period, as provided
         in SECTION 3.01, in an amount not exceeding the Purchaser's Total
         Investment, or on such earlier date or dates as the Administrator
         shall require on at least one Business Day's prior written notice to
         Master Servicer; PROVIDED, HOWEVER,

                      (1)      no such payment shall be made with respect to an 
                   Asset Tranche funded by a Concentration Draw unless the 
                   Purchaser's Tranche Investments of all Asset Tranches, if 
                   any, funded by Commercial Paper Notes, Liquidity Loans or 
                   Credit Draws shall have been reduced to zero;

                      (2)      no such payment shall be made with respect to 
                   an Asset Tranche funded by a Credit Draw unless the 
                   Purchaser's Tranche Investments of all Asset Tranches, if 
                   any, funded by Commercial Paper Notes or Liquidity Loans 
                   shall have been reduced to zero;

                      (3)      no payment shall be made with respect to an Asset
                   Tranche funded by Commercial Paper Notes unless the 
                   Purchaser's Tranche Investments of all Asset Tranches, if 
                   any, funded by Liquidity Loans shall have been reduced to 
                   zero; and

                      (4)      all Ford Collections and Chrysler Collections 
                   received prior to the Termination Date shall be applied 
                   first to the Ford Concentration Draws and the Chrysler 
                   Concentration Draws, respectively, until such Concentration 
                   Draws have been reduced to zero.

         SECTION 1.04.  COLLECTIONS DURING LIQUIDATION PERIOD.

                (a)      On the close of business on each Business Day during
         the Liquidation Period, Master Servicer will, out of all Collections
         received on such day from Pool Receivables:

                   (i)     determine the amount of Ford Collections and Chrysler
              Collections received on such day,

                   (ii)  divide (A) the Ford Collections into Ford Normal
              Collections and Ford Excess Collections based upon the applicable
              Ford Allocation Percentage, and (B) the Chrysler Collections into
              Chrysler Normal Collections and Chrysler Excess Collections based
              upon the applicable Chrysler Allocation Percentage,





<PAGE>   11
                (iii)  deposit (A) the Ford Excess Collections into the Ford
         Excess Collateral Account and (B) the Chrysler Excess Collections into
         the Chrysler Excess Collateral Account,

                (iv)  divide the remaining Collections (other than Ford Excess
         Collections and Chrysler Excess Collections) into the Purchaser's
         Share and Seller's Share of such Collections,

                (v)  out of Purchaser's Share of Collections allocated pursuant
         to CLAUSE (iv), set aside and hold in trust an amount to be paid to
         the Administrator as provided in SECTION 3.01 equal to the sum of

                   (A)   the estimated amount of Earned  Discount accrued
              through such day in respect of each Asset Tranche (based upon the
              rate information provided by the Administrator pursuant to
              SECTION 2.05) and not previously set aside,

                   (B)   all other amounts due from Seller to the Purchaser
              (other than in respect of Purchaser's Total Investment), the
              Administrator or the Relationship Bank hereunder and the Master
              Servicer's Fee (in each case accrued through such day) and not
              previously set aside,

                   (C)   an amount equal to the lesser of the remaining amount
              of such Purchaser's Share of Collections and the Purchaser's
              Total Investment, and

                (vi)  pay to the Seller the portion, if any, of Seller's Share
         of Collections not deposited pursuant to the preceding CLAUSE (iii)
         and of Purchaser's Share not required to be set aside pursuant to the
         preceding CLAUSE (v); PROVIDED that, if, on or prior to such day,
         either

                   (A)   any Ford Receivable or Chrysler Receivable has become
              a Defaulted Receivable, or

                   (B)   the Excess Concentration Limit for either Ford or
              Chrysler shall be equal to zero due to a downgrade or withdrawal
              of the applicable credit ratings of Ford or Chrysler, as the case
              may be,

         the Master Servicer shall ratably divide the Seller's Share of such
         Collections determined pursuant to CLAUSE (iv) into two amounts which
         shall be treated as and deemed to be Ford Collections and Chrysler
         Collections, respectively, based upon the proportion that

                   (y)   the amount of the Unpaid Balance of Ford Receivables
              included in the Net Pool Balance bears to





<PAGE>   12
                   (z)   the amount of the Unpaid Balance of Chrysler
              Receivables included in the Net Pool Balance,

         as each such amount is reflected in the Information Package most
         recently delivered prior to the commencement of the Liquidation
         Period, and further divide such deemed Ford Collections into Ford
         Normal Collections and Ford Excess Collections and such deemed
         Chrysler Collections into Chrysler Normal Collections and Chrysler
         Excess Collections, as provided by the preceding CLAUSE (ii), and
         deposit the deemed Ford Excess Collections and deemed Chrysler Excess
         Collections as so further divided into the Ford Excess Collateral
         Account, in the case of such Ford Excess Collections and the Chrysler
         Excess Collateral Account, in the case of such deemed Chrysler Excess
         Collections and deposit the deemed Ford Normal Collections and
         Chrysler Normal Collections in the Cash Collateral Account.

                 (b)      At the end of each Yield Period and each Settlement
     Period, Master Servicer shall withdraw from the Cash Collateral Account

                (i) first, an amount equal to the aggregate amount of the
         Unpaid Balance of all Receivables that became Defaulted Receivables
         during such Yield Period or Settlement Period and pay the amount so
         withdrawn to the Administrator to be applied in reduction of the
         Purchaser's Total Investment as provided in SECTION 3.01(d)(iv) until
         the Purchaser's Tranche Investment for all Asset Tranches funded by
         Liquidity Loans, Commercial Paper Notes or Credit Draws have been
         reduced to zero;

                (ii) second, after the Asset Tranches set forth in the previous
         CLAUSE (i) have been reduced to zero, from any remaining amounts on
         deposit in the Cash Collateral Account, an amount up to the amount of
         all Recourse Obligations otherwise unsatisfied at such time and pay
         the amount so withdrawn to the Administrator to be applied ratably to
         such Recourse Obligations; and

                (iii) third, after all Recourse Obligation have been satisfied
         in full, from any remaining amounts on deposit in the Cash Collateral
         Account, an amount up to the outstanding amount of Ford Concentration
         Draws and Chrysler Concentration Draws at such time, in each case,
         together with accrued interest thereon and pay the amount so withdrawn
         to the Administrator to be applied ratably to such Ford Concentration
         Draws and Chrysler Concentration Draws and accrued interest thereon.

                 (c)      If, on any day a Ford Concentration Draw or a
     Chrysler Concentration Draw is outstanding, the Master Servicer shall 
     withdraw from the Ford Excess Collateral Account, in the case of a Ford 
     Concentration Draw, or the Chrysler Excess Collateral Account, in the 
     case of a Chrysler Concentration Draw, an amount equal to the lesser of





<PAGE>   13
                (i)  all amounts owing in respect of such Concentration Draw,
              and

                (ii)  the balance in the Ford Excess Collateral Account or the
         Chrysler Excess Collateral Account, as the case may be,

     and in either case, pay the amount so withdrawn to the Administrator for
     application to the Ford Concentration Draws or the Chrysler Concentration
     Draws, as the case may be, in accordance with SECTION 3.01(d);

     PROVIDED, that, if on such day, the Unpaid Balance of Ford Receivables  or
     Chrysler Receivables, as the case may be, is zero, the Master Servicer 
     shall

                (y)     withdraw from the Chrysler Excess Collateral Account
         amounts owing in respect of any Ford Concentration Draw, if, on such
         day, the Unpaid Balance of Chrysler Receivables is zero, and

                (z)     withdraw from the Ford Excess Collateral Account
         amounts owing in respect of any Chrysler Concentration Draw, if, on
         such day, the Unpaid Balance of Ford Receivables is zero;

                and in either case, pay the amount so withdrawn to the
         Administrator for application to the Ford Concentration Draws or the
         Chrysler Concentration Draws, as the case may be, in accordance with
         SECTION 3.01(d);

     PROVIDED, FURTHER that, if on such day, the Unpaid Balance of Ford 
     Receivables and Chrysler Receivables is zero, the Master Servicer shall 
     withdraw all amounts then on deposit in the Ford Excess Collateral 
     Account and the Chrysler Excess Collateral Account and deposit such 
     amounts in the Cash  Collateral Account to be applied in accordance with 
     the previous CLAUSE (b).

         (d)      If, on any day the sum of

                (i)     the Purchaser's Share of the aggregate amount of
         Collections then on deposit in the Collateral Accounts, PLUS

                (ii)  the amount the set aside pursuant to the preceding CLAUSE
         (a)(v),

     is equal to or greater than the amount which, if paid by the Seller in
     respect of Purchaser's Total Investment and all other amounts payable by 
     Seller under the Transaction Documents, would cause the Final Payout Date 
     to occur, then the Master Servicer shall (y) pay to the Administrator 
     such amount from withdrawals from the Collateral Accounts and amounts set 
     aside pursuant to the preceding CLAUSE (a)(v), for application in 
     accordance with SECTION 3.01(d), and (z) pay all





<PAGE>   14
         remaining amounts on deposit in the Collateral Accounts and amounts so
         set aside to the Seller.

           (e)   If, on any day when no Ford Concentration Draw or Chrysler
Concentration Draw is outstanding, there is no Pool Receivable that is less
than 150 days past due from the original due date for such Receivable, then the
Master Servicer shall withdraw all amounts from the Collateral Accounts and pay
such amounts, together with all amounts set aside pursuant to the preceding
CLAUSE (a)(v), to the Administrator for application in accordance with SECTION
3.01(d).

           (f)   Notwithstanding the application of any amounts pursuant to
CLAUSES (b), (c) or (e) of the foregoing provisions of this SECTION 1.04, any
Collections received prior to the Final Payout Date shall be applied as
provided in CLAUSE (a) of this SECTION 1.04.

SECTION 1.05.  [RESERVED]
SECTION 1.06.    PURCHASED INTEREST.

           (a)   COMPONENTS OF PURCHASED INTEREST.  On any date the Purchased
Interest will represent Purchaser's undivided percentage ownership interest in
all then outstanding Pool Receivables and all Related Assets with respect to
such Pool Receivables as at such date.

           (b)   COMPUTATION OF PURCHASED INTEREST.  On any date, the Purchased
Interest will be equal to a percentage, expressed as the following fraction:

                           PTI + ACR + LCR + LR + DR
                           -------------------------
                                     NPB
where:

                 PTI  = the then Purchaser's Total Investment;

                 ACR  = the then Accrued Cost Reserve;

                 LCR  = the then Liquidation Cost Reserve;

                 LR   = the then Loss Reserve;

                 DR   = the then Dilution Reserve; and

                 NPB  = the then Net Pool Balance;

PROVIDED, HOWEVER, that the Purchased Interest, as computed as of the day
immediately preceding the Termination Date, will remain constant at all times
on and after the Termination Date until the Final Payout Date, unless at any
time the Administrator requests a recalculation of the Purchased Interest,      
in which case the Purchased Interest





<PAGE>   15
         shall remain constant following such recalculation until the Final     
         Payout Date, or, if earlier, until the date of the next such
         recalculation.

                (c)      FREQUENCY OF COMPUTATION.  The Purchased Interest
         shall be computed (i) as provided in SECTION 3.01, as of the Cut-Off
         Date for each Settlement Period, and (ii) on the Settlement Date
         following such Reporting Date, after giving effect to the payments
         made pursuant to SECTION 3.01.  In addition, at any time during the
         Liquidation Period or when a Liquidation Event or Unmatured
         Liquidation Event shall have occurred and be continuing, the
         Administrator may require Master Servicer to provide an Information
         Package, based on the information then available to Master Servicer,
         for purposes of computing the Purchased Interest or the Purchase Limit
         as of any other date, and Master Servicer agrees to do so within one
         Business Day of its receipt of the Administrator's request.


ARTICLE II

                              COMPUTATIONAL RULES

         SECTION 2.01.    SELECTION OF ASSET TRANCHES.  The Administrator
shall, from time to time for purposes of computing Earned Discount, divide the
Purchased Interest into Asset Tranches, and the applicable Earned Discount Rate
may be different for each Asset Tranche.  Purchaser's Total Investment shall be
allocated to each Asset Tranche by the Administrator to reflect the funding
sources for the Purchased Interest, so that:

                (a)      there will be one or more Asset Tranches, selected by
         the Administrator, reflecting the portion of the Purchased Interest
         funded by outstanding Liquidity Loans, if any;

                (b)      there will be one or more Asset Tranches, selected by
         the Administrator, reflecting the portion of the Purchased Interest
         funded by Credit Draws, if any;

                (c)      there will be one or more Asset Tranches, selected by
         the Administrator, reflecting the portion of the Purchased Interest
         funded by Concentration Draws, if any; and

                (d)      there will be an Asset Tranche equal to the excess of
         Purchaser's Total Investment over the aggregate amounts allocated at
         such time pursuant to CLAUSES (a), (b) and (c) above, which Asset
         Tranche shall reflect the portion of the Purchased Interest funded by
         Commercial Paper Notes.

         The Purchaser confirms that it is its intention to allocate all or
substantially all of the Purchased Interest to the Asset Tranche funded by
Commercial Paper Notes; provided that the





<PAGE>   16
Purchaser or the Administrator may determine, from time to time, in its sole
discretion, that funding such Purchased Interest by Commercial Paper Notes is
not desirable for any reason.

         SECTION 2.02.    COMPUTATION OF PURCHASER'S TOTAL INVESTMENT AND
PURCHASER'S TRANCHE INVESTMENT.  In making any determination of Purchaser's
Total Investment and any Purchaser's Tranche Investment, the following rules
shall apply:

                (a)      Purchaser's Total Investment shall not be considered
         reduced by any allocation, setting aside or distribution of any
         portion of Collections unless such Collections shall have been
         actually delivered to the Administrator pursuant hereto;

                (b)      Purchaser's Total Investment shall not be considered
         reduced by any distribution of any portion of Collections if at any
         time such distribution is rescinded or must otherwise be returned for
         any reason; and

                (c)      if there is any reduction in Purchaser's Total
         Investment, there shall be a corresponding reduction in a Purchaser's
         Tranche Investment with respect to one or more Asset Tranches selected
         by the Administrator in its discretion.

         SECTION 2.03.    COMPUTATION OF CONCENTRATION LIMITS AND UNPAID
BALANCE.  The Obligor Concentration Limits and the aggregate Unpaid Balance of
Pool Receivables of any Obligor and its Affiliated Obligors (if any) shall be
calculated as if such Obligor and its Affiliated Obligors were one Obligor.

         SECTION 2.04.    COMPUTATION OF EARNED DISCOUNT.  In making any
determination of Earned Discount, the following rules shall apply:

                (a)      the Administrator shall determine the Earned Discount
         accruing with respect to each Asset Tranche and each Settlement Period
         therefor (or, in the case of an Asset Tranche funded by Liquidity
         Loans, Credit Draws or Concentration Draws, each Yield Period), in
         accordance with the definition of Earned Discount;

                (b)      no provision of this Agreement shall require the
         payment or permit the collection of Earned Discount in excess of the
         maximum permitted by applicable law; and

                (c)      Earned Discount for any Asset Tranche shall not be
         considered paid by any distribution if at any time such distribution
         is rescinded or must otherwise be returned for any reason.

         SECTION 2.05.    ESTIMATES OF EARNED DISCOUNT RATE, FEES, ETC.  For
purposes of determining the amounts required to be set aside by Master Servicer
pursuant to SECTION 1.03, the Administrator shall notify Master Servicer from
time to time of the Purchaser's Tranche Investment of each Asset Tranche, the
Earned Discount Rate applicable to each Asset Tranche and the rates at which
fees and other amounts are accruing hereunder.  It is understood and





<PAGE>   17
agreed that (i) the Earned Discount Rate for any Asset Tranche may change from
one applicable Yield Period or Settlement Period to the next, and the Alternate
Base Rate or CP Rate used to calculate the Earned Discount Rate may change from
time to time during an applicable Yield Period or Settlement Period, (ii)
certain rate information provided by the Administrator to Master Servicer shall
be based upon the Administrator's good faith estimate, (iii) the amount of
Earned Discount actually accrued with respect to an Asset Tranche during any
Settlement Period (or, in the case of an Asset Tranche funded by Liquidity
Loans, Credit Draws or Concentration Draws, any Yield Period) may exceed, or be
less than, the amount set aside with respect thereto by Master Servicer, and
(iv) the amount of fees or other payables accrued hereunder with respect to any
Settlement Period may exceed, or be less than, the amount set aside with
respect thereto by Master Servicer.  Failure to set aside any amount so accrued
shall not relieve Master Servicer of its obligation to remit Collections to the
Administrator with respect to such accrued amount, as and to the extent
provided in SECTION 3.01.


ARTICLE III

                                  SETTLEMENTS

         SECTION 3.01.    SETTLEMENT PROCEDURES.  The parties hereto will take
the following actions with respect to each Settlement Period:

                (a)      INFORMATION PACKAGE.  On the Reporting Date for each
         Settlement Period, Master Servicer shall deliver to the Relationship
         Bank and the Administrator a diskette containing the information
         described in EXHIBIT 3.01(a) (an "INFORMATION PACKAGE").

                (b)      EARNED DISCOUNT; OTHER AMOUNTS DUE.  On the day before
         each Reporting Date, the Administrator shall notify Master Servicer of
         (i) the amount of Earned Discount accrued in respect of the
         Purchaser's Total Investment during the prior Settlement Period, and
         (ii) all fees and other amounts accrued and payable by Seller under
         this Agreement (other than amounts described in CLAUSE (c) below). 
         Master Servicer shall pay to the Administrator the amount of such
         Earned Discount, fees and other amounts on the Settlement Date for
         such month.  Such payment shall be made (A) out of amounts set aside
         pursuant to SECTION 1.03 or SECTION 1.04 for such payment, (B) in the
         case of amounts other than Earned Discount, to the extent that amounts
         were not set aside pursuant to SECTION 1.03 or SECTION 1.04 for such
         payment, out of Collections paid by Master Servicer to Seller (which
         amounts Seller hereby agrees to pay to Master Servicer) up to the
         aggregate amount of Collections paid to Seller during such Settlement
         Period, and (C) in the case of Earned Discount, to the extent that
         funds were not set aside pursuant to SECTION 1.03 or SECTION 1.04 for
         such payment (because the actual Earned Discount for such Settlement
         Period was greater than the estimated Earned Discount used in
         calculating the Purchased Interest during such Settlement Period), out
         of Collections paid by Master Servicer to Seller (which amounts Seller
         hereby agrees to pay to Master Servicer), up to the aggregate amount
         of Collections paid to Seller during such Settlement Period.





<PAGE>   18
         (c)     PAYMENTS OF PURCHASER'S TOTAL INVESTMENT; PAYMENTS DURING
     LIQUIDATION PERIOD.

                (i)     On the Reporting Date for each Settlement Period, the
         Administrator shall compute and notify the Master Servicer of, as of
         the related Cut-Off Date and based upon the assumptions in the next
         sentence, (A) the Purchased Interest, (B) the amount of the reduction
         or increase (if any) in the Purchased Interest since the next
         preceding Cut-Off Date, (C) the excess (if any) of the Purchased
         Interest over the Allocation Limit, (D) the excess (if any) of the
         Purchaser's Total Investment over the Purchase Limit, (E) the
         outstanding Concentration Draws, and (F) all accrued and unpaid Earned
         Discount in respect of each Asset Tranche, Master Servicer's Fee and
         all other amounts then due to Purchaser, the Administrator or
         Relationship Bank.  Such calculation shall be based upon the
         assumptions that (x) the information in the Information Package is
         correct, and (y) Collections set aside pursuant to SECTION 1.03 or
         SECTION 1.04 will be paid to the Administrator on the Settlement Date
         for such Settlement Period.


                (ii)  If, according to the computations made pursuant to CLAUSE
         (i) above, on any Reporting Date, the Purchased Interest exceeds the
         Allocation Limit or the Purchaser's Total Investment exceeds the
         Purchase Limit, then on the Settlement Date for such Settlement
         Period, Master Servicer shall pay to the Administrator (to the extent
         of Collections during the related Settlement Period attributable to
         all Asset Tranches and not previously paid to the Administrator) the
         amount necessary to reduce the Purchaser's Total Investment to the
         Purchase Limit and the Purchased Interest to the Allocation Limit,
         SUBJECT, HOWEVER, to the PROVISO to SECTION 1.03(c)(iii).  Such
         payment shall be made out of amounts set aside pursuant to SECTION
         1.03 for such purpose and, to the extent Collections which should have
         been set aside pursuant to SECTION 1.03 were instead reinvested, the
         Seller hereby agrees to pay such amounts to the Master Servicer (for
         remittance to the Administrator).

                (iii)  In addition to the payments described in CLAUSE (ii)
         above, during the Liquidation Period, Master Servicer shall pay to the
         Administrator out of the amounts set aside pursuant to SECTION
         1.04(a)(v) or deposited in the Cash Collateral Account pursuant to
         SECTION 1.04 (A) on the last day of the current Yield Period, an
         amount not exceeding the Purchaser's Tranche Investment of the Asset
         Tranches funded by Liquidity Loans, if any, (B) after reduction to
         zero of the Purchaser's Tranche Investments of the Asset Tranches, if
         any, funded by Liquidity Loans, on the Settlement Date for each
         Settlement Period, an amount not exceeding the Purchaser's Tranche
         Investment of the Asset Tranche funded by Commercial Paper Notes, and
         (C) after reduction to zero of the Purchaser's Tranche Investment of
         all Asset Tranches funded by Liquidity Loans or Commercial Paper
         Notes, on the last day of the current Yield Period for any Asset





<PAGE>   19
         Tranche funded by Credit Draws, an amount not exceeding the
         Purchaser's Total Investment funded by Credit Draws; provided that,
         notwithstanding the foregoing, all amounts on deposit in the Ford
         Excess Collateral Account and the Chrysler Excess Collateral Account
         shall be applied to any Ford Concentration Draw or Chrysler
         Concentration Draw, as applicable, as provided in SECTION 3.01(d)
         until each such Concentration Draw is reduced to zero.

         (d)      ORDER OF APPLICATION.  Upon receipt by the Administrator of
     funds distributed on or prior to a Settlement Date or on the last day of
     any Yield Period pursuant to SECTION 1.03, SECTION 1.04 or this SECTION
     3.01, the Administrator shall apply such funds on such Settlement Date or
     on the last day of such Yield Period, as applicable, to the items specified
     in the subclauses below, in the order of priority of such subclauses:

                (i)  to Earned Discount accrued during such Settlement Period
         with respect first, to Liquidity Loans, next to Commercial Paper Notes
         and last to Credit Draws, and then to any previously accrued Earned
         Discount not paid on a prior Settlement Date with respect first, to
         Liquidity Loans, next to Commercial Paper Notes, and last to Credit
         Draws;

                (ii)  to accrued and unpaid Master Servicer's Fee (if Master
         Servicer is not Seller or its Affiliate);

                (iii)  to the Program Fee, the Liquidity Fee and the
         Concentration Fee accrued during such Settlement Period in that order
         and then to any previously accrued Program Fee, Liquidity Fee and
         Concentration Fee not paid on a prior Settlement Date, in that order;

                (iv)  to the reduction of Purchaser's Total Investment, to the
         extent such reduction is required under SECTION 3.01(c)(iii);

                (v)  to other accrued and unpaid amounts owing to Purchaser
         hereunder (except Earned Discount on any Asset Tranche funded by a
         Liquidity Loan or a Concentration Draw which has accrued but is not
         yet overdue under SECTION 1.03(c));

                (vi)  to accrued and unpaid amounts owing to the Relationship
         Bank;

                (vii)  to accrued and unpaid Master Servicer's Fee (if Master
         Servicer is Seller or its Affiliate); and

                (viii)  to outstanding Ford Concentration Draws and Chrysler
         Concentration Draws ratably according to outstanding principal
         amounts, together with accrued interest thereon.

Notwithstanding anything to the contrary in this CLAUSE (d):


<PAGE>   20
                (i)  on each Business Day prior to the Termination Date, all
         Ford Collections and Chrysler Collections received on such day shall
         be applied by the Administrator to any outstanding Ford Concentration
         Draw and accrued interest thereon or Chrysler Concentration Draw and
         accrued interest thereon, as applicable, until each such Concentration
         Draw and the amount of accrued interest thereon is reduced to zero,
         and

                (ii)  on each Business Day on and after the Termination Date,
         all amounts withdrawn from the Ford Excess Collateral Account or the
         Chrysler Excess Collateral Account and paid to the Administrator
         pursuant to SECTION 1.04(c) shall be applied by the Administrator to
         any outstanding Ford Concentration Draw and accrued interest thereon
         or Chrysler Concentration Draw and accrued interest thereon, as
         applicable, until each such Concentration Draw and the amount of
         accrued interest thereon is reduced to zero.

         (e)      NON-DISTRIBUTION OF MASTER SERVICER'S FEE.  If the
     Administrator consents (which consent may be revoked at any time), the
     amounts (if any) set aside pursuant to SECTION 1.03 in respect of Master
     Servicer's Fee may be retained by Master Servicer, in which case no
     distribution shall be made in respect of Master Servicer's Fee pursuant to
     CLAUSE (d) above.

         (f)      DELAYED PAYMENT.  If on any day described in this SECTION 3.01
     or in SECTION 1.03(c), because Collections during the relevant Settlement
     Period or Yield Period were less than the aggregate amounts payable, Master
     Servicer shall not make any payment otherwise required, the next available
     Collections in respect of the Purchased Interest shall be applied to such
     payment, and no Reinvestment shall be permitted hereunder until such amount
     payable has been paid in full.

     SECTION 3.02.    Deemed Collections; Reduction of Purchaser's Total
Investment, Etc.

             (a)      DEEMED COLLECTIONS.  If on any day

                (i)     the Unpaid Balance of any Pool Receivable is

                (A)      reduced as a result of any defective, rejected or
              returned merchandise or services, any cash discount, or any
              adjustment by any Seller Party or any Affiliate of any thereof,

                (B)      reduced or cancelled as a result of a setoff in
              respect of any claim by the Obligor thereof against any Seller
              Party or any Affiliate of any thereof (whether such claim arises
              out of the same or a related or an unrelated transaction),


<PAGE>   21
                (C)      reduced on account of the obligation of any Seller
              Party to pay to the related Obligor any rebate or refund, or

                (D)      less than the amount included in calculating the Net
              Pool Balance for purposes of any Information Package (for any
              reason other than such Receivable becoming a Defaulted
              Receivable), or

                (ii)  any of the representations or warranties of Seller set
         forth in SECTION 6.01(l) or (p) were not true when made with respect
         to any Pool Receivable, or any of the representations or warranties of
         Seller set forth in SECTION 6.01(l) are no longer true with respect to
         any Pool Receivable, or any Pool Receivable is repurchased by an
         Originator pursuant to the Sale Agreement,

     then, on such day, Seller shall be deemed to have received a Collection of
                                such Pool Receivable

                (I)     in the case of CLAUSE (i) above, in the amount of such
         reduction or cancellation or the difference between the actual Unpaid
         Balance and the amount included in calculating such Net Pool Balance,
         as applicable; and

                (II)  in the case of CLAUSE (ii) above, in the amount of the
         Unpaid Balance of such Pool Receivable

and, in the case of a deemed collection under CLAUSE (i) or (ii), Purchaser
shall have full recourse to Seller for the amount of such Pool Receivable
deemed to be a Collection. Collections deemed received by Seller under this
SECTION 3.02(a) are herein referred to as "DEEMED COLLECTIONS".

                 (b)      OPTIONAL LIMITATION ON REINVESTMENT.  In addition to
and not in limitation of the provisions of SECTION 1.03(c)(iii), Seller may at
any time elect to reduce the Purchaser's Total Investment as follows:

                (i)  Seller shall give the Administrator at least 5 Business
         Days' prior written notice of such reduction (including the amount of
         such proposed reduction and the proposed date on which such reduction
         will commence),

                (ii)  on the proposed date of commencement of such reduction
         and on each day thereafter, Master Servicer shall refrain from
         reinvesting Collections pursuant to SECTION 1.03(a)(iv) until the
         amount thereof not so reinvested shall equal the desired amount of
         reduction, and

                (iii)  Master Servicer shall hold such Collections in trust for
         Purchaser, pending payment to the Administrator on the next Settlement
         Date;

     provided that:


<PAGE>   22
                (A)      the amount of any such reduction shall be not less
              than $5,000,000 and shall be an integral multiple of $1,000,000,
              and the Purchaser's Total Investment after giving effect to such
              reduction shall be not less than $10,000,000 (unless Purchaser's
              Total Investment shall thereby be reduced to zero), and

                (B)      Seller shall use reasonable efforts to attempt to
              choose a reduction amount, and the date of commencement thereof,
              so that such reduction shall commence and conclude in the same
              Settlement Period.

         SECTION 3.03.  PAYMENTS AND COMPUTATIONS, ETC.

                (a)  Payments.  All amounts to be paid or deposited by Seller
         or Master Servicer to the Administrator or any other Person hereunder
         (other than amounts payable under SECTION 4.02) shall be paid or
         deposited in accordance with the terms hereof no later than 10:00 a.m.
         (New York City time) on the day when due in lawful money of the United
         States of America in immediately available funds (i) in the case of
         amounts to be paid or deposited in respect of accrued and unpaid
         Earned Discount or in reduction of Purchaser's Total Investment, to
         the Collateral Agent at The First National Bank of Chicago, Chicago,
         Illinois (account no. 21-201949-1), (ii) in the case of Concentration
         Draws and other amounts to be paid to any Concentration Bank, to NCB,
         account no. 151804 for distribution to the applicable Concentration
         Bank and (iii) in the case of all fees, expenses and other amounts
         (other than amounts payable under SECTION 4.02), to the Administrator
         in care of State Street Bank & Trust Company, Boston, Massachusetts
         (account no. 13585872), or, in the case of CLAUSE (i) or (ii) above,
         to such other account at the bank named therein or at such other bank
         as the Collateral Agent, the Administrator or any Concentration Bank,
         as applicable, may designate by written notice to the Person making
         such payment.

                (b)      LATE PAYMENTS.  Seller or Master Servicer, as
         applicable, shall, to the extent permitted by law, pay to Purchaser
         interest on all amounts not paid or deposited when due hereunder at 2%
         PER ANNUM above the Alternate Base Rate, payable on demand, PROVIDED,
         HOWEVER, that such interest rate shall not at any time exceed the
         maximum rate permitted by applicable law.

                (c)      METHOD OF COMPUTATION.  All computations of interest,
         Earned Discount, Liquidation Discount, any fees payable under SECTION
         4.01 and any other fees payable by Seller to Purchaser, the
         Administrator, any Concentration Bank or the Relationship Bank in
         connection with Purchases hereunder shall be made on the basis of a
         year of 360 days for the actual number of days (including the first
         day but excluding the last day) elapsed.

         SECTION 3.04.    TREATMENT OF COLLECTIONS AND DEEMED COLLECTIONS.
Seller shall forthwith deliver to Master Servicer all Deemed Collections, and
Master Servicer shall hold or distribute such Deemed Collections as Earned
Discount, accrued Master Servicer's Fee,


<PAGE>   23
repayment of Purchaser's Total Investment,  and to other accrued amounts owing
hereunder to the same extent as if such Deemed Collections had actually been
received on the date of such delivery to Master Servicer.  If Collections are
then being paid to the Administrator or its designee, or lock boxes or accounts
directly or indirectly owned or controlled by the Administrator, Master
Servicer shall forthwith cause such Deemed Collections to be paid to the
Administrator or its designee or to such lock boxes or accounts, as applicable,
or as the Administrator shall request.  So long as Seller shall hold any
Collections (including Deemed Collections) required to be paid to Master
Servicer, the Administrator or Collateral Agent, it shall hold such Collections
in trust and shall clearly mark its records to reflect such trust; provided
that unless the Administrator or the Relationship Bank shall have requested it
in writing to do so, Seller shall not be required to should such Collections in
a separate deposit account containing only such Collections.


ARTICLE IV

                           FEES AND YIELD PROTECTION

         SECTION 4.01.    FEES.  Seller shall pay to Purchaser and the
Administrator certain fees from time to time in amounts and payable on such
dates as are set forth in a separate letter dated on or about the date hereof
(as amended from time to time, the "FEE LETTER") among Seller, Purchaser, the
Relationship Bank and the Administrator.

         SECTION 4.02.  YIELD PROTECTION.

         (a) If (i) any Regulatory Change occurring after the date hereof or
         (ii)   Regulation D

                (A)  shall subject an Affected Party to any tax, duty or other
             charge with respect to any Purchased Interest owned by or funded by
             it, or any obligations or right to make Purchases or Reinvestments
             or to provide funding therefor, or shall change the basis of
             taxation of payments to the Affected Party of any Purchaser's Total
             Investments or Earned Discount owned by, owed to or funded in whole
             or in part by it or any other amounts due under this Agreement in
             respect of the Purchased Interest owned by or funded by it or its
             obligations or rights, if any, to make Purchases or Reinvestments
             or to provide funding therefor (except with respect to any tax on
             or determined by reference to the overall net income of such
             Affected Party imposed by the United States of America, by the
             jurisdiction in which such Affected Party's principal executive
             office is located and, if such Affected Party's principal executive
             office is not in the United States of America, by the jurisdiction
             where such Affected Party's principal office in the United States
             is located); or

                (B)     shall impose, modify or deem applicable any reserve
             (including, without limitation, any reserve imposed by the Federal
             Reserve Board, but


<PAGE>   24
             excluding any reserve included in the determination of Earned
             Discount), special deposit or similar requirement against assets of
             any Affected Party, deposits or obligations with or for the account
             of any Affected Party or with or for the account of any affiliate
             (or entity deemed by the Federal Reserve Board to be an affiliate)
             of any Affected Party, or credit extended by any Affected Party; or

                (C)     shall change the amount of capital maintained or
             required or requested or directed to be maintained by any Affected
             Party (excluding any such change in the amount of capital resulting
             from the application of (as opposed to a change in) any law, rule,
             regulation, interpretation, directive or requirement existing on
             the date hereof); or

                (D)     shall impose any other condition affecting any Purchased
             Interest owned or funded in whole or in part by any Affected Party,
             or its obligations or rights, if any, to make Purchases or
             Reinvestments or to provide funding therefor; or

                (E)     shall change the rate for, or the manner in which the
             Federal Deposit Insurance Corporation (or a successor thereto)
             assesses, deposit insurance premiums or similar charges;

     and the result of any of the foregoing is or would be

                (x)     to increase the cost to (or in the case of Regulation D
             referred to above, to impose a cost on) (I) an Affected Party
             funding or making or maintaining any Purchases or Reinvestments,
             any purchases, reinvestments, or loans or other extensions of
             credit under the Liquidity Agreement, or any Credit Draw or any
             commitment of such Affected Party with respect to any of the
             foregoing, or (II) the Administrator for continuing its or Seller's
             relationship with Purchaser,

                (y)     to reduce the amount of any sum received or receivable
             by an Affected Party under this Agreement, or under the Liquidity
             Agreement or the Credit Agreement with respect thereto, or

                (z)     in the sole determination of such Affected Party, to
             reduce the rate of return on the capital of an Affected Party as a
             consequence of its obligations hereunder or arising in connection
             herewith to a level below that which such Affected Party could
             otherwise have achieved,

     then, within forty-five days after demand by such Affected Party (which
     demand shall be accompanied by a statement setting forth the basis of such
     demand and a calculation of the amounts claimed by the Affected Party),
     Seller shall pay directly to such Affected Party such additional amount or
     amounts as will compensate such Affected Party for such additional or
     increased cost or such reduction.
        


<PAGE>   25
                (b)     Each Affected Party represents that, as of the date of
         this Agreement, it has no knowledge of any event or condition that
         would entitle it to compensation pursuant to this SECTION 4.02 and
         each Affected Party will promptly notify Seller and the Administrator
         of any event of which it has knowledge (including any future event
         that, in the judgment of such Affected Party, is reasonably certain to
         occur) which will entitle such Affected Party to compensation pursuant
         to this SECTION 4.02; PROVIDED, HOWEVER, no failure to give or delay
         in giving such notification shall adversely affect the rights of any
         Affected Party to such compensation.

                (c)      In determining any amount provided for or referred to
         in this SECTION 4.02, an Affected Party may use any reasonable
         averaging and attribution methods (consistent with its ordinary
         business practices) that it (in its sole discretion) shall deem
         applicable.  Any Affected Party when making a claim under this SECTION
         4.02 shall submit to Seller a statement as to such increased cost or
         reduced return (including calculation thereof in reasonable detail),
         which statement shall, in the absence of demonstrable error, be
         conclusive and binding upon Seller.

         SECTION 4.03.  FUNDING LOSSES.  In the event that any Liquidity Bank
shall incur any loss or expense (including any loss or expense incurred by
reason of the liquidation or reemployment of deposits or other funds acquired
by such Liquidity Bank to make any Liquidity Loan or Concentration Draw or
maintain any Liquidity Loan or Concentration Draw) as a result of (i) any
settlement with respect to Purchaser's Tranche Investment of any Asset Tranche
funded by a Liquidity Loan or a Concentration Draw being made on any day other
than the scheduled last day of an applicable Yield Period with respect thereto,
or (ii) any Purchase not being made in accordance with a request therefor under
SECTION 1.02, then, upon written notice from the Administrator to Seller and
Master Servicer, Seller shall pay to Master Servicer, and Master Servicer shall
pay to the Administrator for the account of such Liquidity Bank, the amount of
such loss or expense.  Such written notice (which shall include calculations in
reasonable detail) shall, in the absence of manifest error, be conclusive and
binding upon the Seller and Master Servicer.


ARTICLE V

                            CONDITIONS OF PURCHASES

         SECTION 5.01.    CONDITIONS PRECEDENT TO INITIAL PURCHASE.  The
initial Purchase hereunder is subject to the condition precedent that the
Administrator shall have received, on or before the date of such Purchase, the
following each (unless otherwise indicated) dated such date in the form and
substance satisfactory to the Administrator:

                (a)      The Sale Agreement, duly executed by the Master
         Servicer, each Originator and Seller, substantially in the form of
         EXHIBIT 5.01(a), together with (i) the closing documents required to
         be delivered thereunder;


<PAGE>   26
                (b)      A copy of the resolutions of the Board of Directors of
         each Seller Party approving this Agreement and the other Transaction
         Documents to be delivered by it hereunder and the transactions
         contemplated hereby, certified by its Secretary or Assistant Secretary;

                (c)      A certificate of the Secretary or Assistant Secretary
         of each Seller Party certifying the names and true signatures of the
         officers authorized on its behalf to sign this Agreement and the other
         Transaction Documents to be delivered by it hereunder (on which
         certificate the Administrator and Purchaser may conclusively rely until
         such time as the Administrator shall receive from such Seller Party a
         revised certificate meeting the requirements of this SUBSECTION (c));

                (d)      The Articles or Certificate of Incorporation of each
         Seller Party, duly certified by the Secretary of State of the state of
         incorporation of such Seller Party, as of a recent date acceptable to
         Administrator, in each case together with a copy of the by-laws of such
         Seller Party, duly certified by the Secretary or an Assistant Secretary
         of such Seller Party;

                (e)      Copies of good standing certificates for each Seller
         Party, issued by the Secretaries of State of the state of incorporation
         of such Seller Party and the state where such Seller Party's principal
         place of business is located;

                (f)      Acknowledgment copies (or other evidence of filing
         reasonably acceptable to the Administrator) of (i) proper financing
         statements (Form UCC-1), in such form as the Administrator may
         reasonably request, naming each Originator as the seller of the
         Receivables and Related Assets, Seller as the purchaser thereof and
         Purchaser as assignee, and (ii) financing statements (Form UCC-1), in
         such other form as the Administrator may reasonably request, naming
         Seller as the debtor and seller of an undivided percentage interest in
         the Pool Receivables and Related Assets and Purchaser as the secured
         party and purchaser thereof, or other, similar instruments or
         documents, as may be necessary or, in the opinion of the Administrator,
         desirable under the UCC or any comparable law of all appropriate
         jurisdictions to perfect the sale by each Originator to Seller of, and
         Purchaser's undivided percentage interest in, the Pool Receivables and
         Related Assets;

                (g)      Search reports provided in writing to the
         Administrator, (i) listing all effective financing statements that name
         any Seller Party as debtor and that are filed in the jurisdictions in
         which filings were made pursuant to SUBSECTION (f) above and in such
         other jurisdictions that the Administrator shall reasonably request,
         together with copies of such financing statements (none of which
         (except for any of the financing statements described in SUBSECTION (f)
         above) shall cover any Receivables or Related Assets), and (ii) listing
         all tax liens and judgment liens (if any) filed against any debtor
         referred to in CLAUSE (i) above in the jurisdictions described therein
         and showing no such Adverse Claims;


<PAGE>   27
                (h)      Duly executed copies of Lock-Box Agreements with each
         of the Lock-Box Banks;

                (i)      A favorable opinion of Baker & Hostetler, special
         counsel to the Seller Parties, in substantially the form of EXHIBIT
         5.01(i).

                (j)  A favorable opinion of Baker & Hostetler, special counsel
         to the Seller Parties, as to

                    (i)  the existence of a "true sale" of the Receivables from
                each Originator to Seller under the Sale Agreement; and

                    (ii)  the inapplicability of the doctrine of substantive
                consolidation to Seller and any of the Originators in connection
                with any bankruptcy proceeding involving any Seller Party;

                (k)  A PRO FORMA Information Package, prepared as of the
         Cut-Off Date on or about August 31, 1995;

                (l)  A report in form and substance satisfactory to the
         Administrator from the Relationship Bank as to a pre-closing due
         diligence audit by the Relationship Bank;

                (m)      The Liquidity Agreement, in form and substance
         satisfactory to the Administrator, duly executed by Purchaser, the
         Liquidity Agent and each Liquidity Bank;

                (n)      Written approval by the Credit Bank of this Agreement
         and the transactions contemplated hereby;
        
                (o)      Letters from the rating agencies then rating the
         Commercial Paper Notes, confirming in effect that the existing ratings
         of the Commercial Paper Notes will remain in effect after giving
         effect to the transactions contemplated hereby; and

                (p)      Such other agreements, instruments, certificates,
         opinions and other documents as the Administrator or the Relationship
         Bank may reasonably request.

         SECTION 5.02.  CONDITIONS PRECEDENT TO ALL PURCHASES AND
REINVESTMENTS.  Each Purchase (including the first Purchase) and each
Reinvestment shall be subject to the further conditions precedent that on the
date of such Purchase, Reinvestment or increase the following statements shall
be true (and Seller, by accepting the amount of such Purchase or increase or by
receiving the proceeds of such Reinvestment, and each other Seller Party, upon
such acceptance or receipt by Seller, shall be deemed to have certified that):


<PAGE>   28
                (a)      the representations and warranties contained in
         SECTION 6.01 are correct in all material respects on and as of such
         day as though made on and as of such day and shall be deemed to have
         been made on such day,

                (b)      no event has occurred and is continuing, or would
         result from such Purchase, Reinvestment and increase, that constitutes
         a Liquidation Event or Unmatured Liquidation Event,

                (c)      after giving effect to each proposed Purchase or
         Reinvestment, Purchaser's Total Investment will not exceed the
         Purchase Limit and the Purchased Interest will not exceed the
         Allocation Limit,

                (d)      the Termination Date shall not have occurred, and

                (e)      in the case of a Purchase, the Administrator shall
         have timely received an appropriate notice of the proposed Purchase in
         accordance with SECTION 1.02(a);

PROVIDED, HOWEVER, the absence of the occurrence and continuance of an
Unmatured Liquidation Event shall not be a condition precedent to any
Reinvestment or any Purchase on any day which does not cause the Purchaser's
Total Investment, after giving effect to such Reinvestment or Purchase, to
exceed the Purchaser's Total Investment as of the opening of business on such
day.


ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

         SECTION 6.01.  REPRESENTATIONS AND WARRANTIES OF SELLER PARTIES.  Each
Seller Party jointly and severally represents and warrants as follows:

                (a)      ORGANIZATION AND GOOD STANDING; OWNERSHIP.  Each
         Seller Party has been duly organized and is validly existing as a
         corporation in good standing under the laws of the state in which it
         was incorporated, with corporate power and authority to own its
         properties and to conduct its business as such properties are
         presently owned and such business is presently conducted.  Seller had
         at all relevant times, and now has, all necessary corporate power,
         authority, and legal right to acquire and own the Pool Receivables. 
         Standard owns directly all the issued and outstanding capital stock of
         Seller, in each case, free and clear of all Adverse Claims.

                (b)      DUE QUALIFICATION.  Each Seller Party is duly
         qualified to do business as a foreign corporation in good standing,
         and has obtained all necessary licenses and approvals, in all
         jurisdictions in which the ownership or lease of property or the
         conduct of its business requires such qualification, licenses or
         approvals, and the failure to obtain such qualification, licenses or
         approvals could reasonably be expected to have a Material Adverse
         Effect.


<PAGE>   29
                (c)      POWER AND AUTHORITY; DUE AUTHORIZATION.  Each Seller
         Party (i) has all necessary corporate power, authority and legal right
         (A) to execute and deliver this Agreement and the other Transaction
         Documents to which it is a party, (B) to carry out the terms of the
         Transaction Documents to which it is a party, (C) in the case of
         Master Servicer, to service the Receivables and the Related Assets in
         accordance with this Agreement and the Sale Agreement, and (D) in the
         case of Seller, sell and assign the Purchased Interest on the terms
         and conditions herein provided, and (ii) has duly authorized by all
         necessary corporate action the execution, delivery and performance of
         this Agreement and the other Transaction Documents and, in the case of
         Seller, the sales and assignments described in CLAUSE (i)(D) above.

                (d)      VALID SALE; BINDING OBLIGATIONS.  (i) This Agreement
         constitutes a valid sale, transfer, and assignment of the Purchased
         Interest to Purchaser, enforceable against creditors of, and
         purchasers from, Seller, and (ii) this Agreement constitutes, and each
         other Transaction Document to be signed by any Seller Party when duly
         executed and delivered will constitute, a legal, valid and binding
         obligation of such Seller Party, enforceable in accordance with its
         terms; except as enforceability of any of the foregoing may be limited
         by bankruptcy, insolvency, reorganization, or other similar laws from
         time to time in effect affecting the enforcement of creditors' rights
         generally and by general principles of equity, regardless of whether
         such enforceability is considered in a proceeding in equity or at law.

                (e)      NO VIOLATION.  The consummation of the transactions  
         contemplated by this Agreement and the other Transaction Documents and
         the fulfillment of the terms hereof will not (i) conflict with, result
         in any breach of any of the terms and provisions of, or constitute
         (with or without notice or lapse of time or both) a default under, the
         articles or certificate of incorporation or by-laws of any Seller
         Party, or any indenture, loan agreement, receivables purchase
         agreement, mortgage, deed of trust, or other agreement or instrument
         to which any Seller Party is a party or by which it or any of its
         properties is bound, (ii) result in the creation or imposition of any
         Adverse Claim upon any of Seller Party's properties pursuant to the
         terms of any such indenture, loan agreement, receivables purchase
         agreement, mortgage, deed of trust, or other agreement or instrument,
         other than this Agreement and the other Transaction Documents, or
         (iii) violate any law or any order, rule, or regulation applicable to
         any Seller Party of any court or of any federal or state regulatory
         body, administrative agency, or other governmental instrumentality
         having jurisdiction over such Seller Party or any of its properties,
         except where such conflict or violation could not reasonably be
         expected to have a Material Adverse Effect.

                (f)      NO PROCEEDINGS.  There are no proceedings or
         investigations pending, or, to any Seller Party's knowledge,
         threatened, before any court, regulatory body, administrative agency,
         or other tribunal or governmental instrumentality (i) asserting the
         invalidity of this Agreement or any other Transaction Document, (ii)
         seeking to prevent the sale and assignment of the Receivables under
         the Sale Agreement or of the Purchased


<PAGE>   30
         Interest under this Agreement or the consummation of any of the other
         transactions contemplated by this Agreement or any other Transaction
         Document, (iii) seeking any determination or ruling that might have a
         Material Adverse Effect or (iv) seeking to adversely affect the
         federal income tax characterization as sales of the Purchases or
         Reinvestments hereunder.

                (g)      BULK SALES ACT.  No transaction contemplated hereby
         requires compliance with any bulk sales act or similar law.

                (h)      GOVERNMENT APPROVALS.  No authorization or approval or
         other action by, and no notice to or filing with, any governmental
         authority or regulatory body is required for the due execution,
         delivery and performance by each Seller Party of this Agreement and
         each other Transaction Document to which it is a party, EXCEPT for (i)
         the filing of the UCC financing statements referred to in ARTICLE V,
         (ii) the filing of any UCC continuation statements and amendments from
         time to time required in relation to any UCC financing statements
         filed in connection with this Agreement, as provided in SECTION 8.05,
         all of which, at the time required in ARTICLE V or SECTION 8.05, as
         applicable, shall have been duly made and shall be in full force and
         effect, and (iii) authorizations, approvals, notices and filings, the
         failure of which to obtain, notify or file could not reasonably be
         expected to have a Material Adverse Effect.

                (i)      FINANCIAL CONDITION.  (w) The consolidated balance
         sheets of Standard and its consolidated subsidiaries as at December
         31, 1994, and the related statements of income and shareholders'
         equity of Standard and its consolidated subsidiaries for the fiscal
         year then ended, certified by Arthur Andersen, LLP, independent
         certified public accountants, copies of which have been furnished to
         the Administrator and the Relationship Bank, fairly present in all
         material respects the consolidated financial condition of Standard and
         its consolidated subsidiaries as at such date and the consolidated
         results of the operations of Standard and its consolidated
         subsidiaries for the period ended on such date, all in accordance with
         GAAP consistently applied, (x) since December 31, 1994 there has been
         no material adverse change in any such condition, except as described
         in SCHEDULE 6.01(i), (y) the balance sheets of Seller as at the date
         hereof, certified by an authorized officer of the Seller, copies of
         which have been furnished to the Administrator and the Relationship
         Bank, fairly present in all material respects the financial condition,
         assets and liabilities of Seller as at such date, all in accordance
         with GAAP consistently applied, and (z) since the date of Seller's
         formation, there has been no material adverse change in Seller's
         financial condition, business, business prospects or operations.

                (j)      LITIGATION.  No injunction, decree or other decision
         has been issued or made by any court, governmental agency or
         instrumentality thereof that prevents, and to the knowledge of any
         Seller Party, no threat by any person has been made to attempt to
         obtain any such decision that would prevent, any Seller Party from
         conducting a material part of its business operations and would have a
         Material Adverse Effect, except as described in SCHEDULE 6.01(j).


<PAGE>   31
                (k)      MARGIN REGULATIONS.  The use of all funds obtained by
         any Seller Party under this Agreement or any other Transaction
         Document will not conflict with or contravene any of Regulations G, T,
         U and X promulgated by the Board of Governors of the Federal Reserve
         System from time to time.

                (l)      QUALITY OF TITLE.  (i)  Each Pool Receivable, together
         with the Related Assets, is owned by Seller free and clear of any
         Adverse Claim (other than any Adverse Claim arising solely as the
         result of any action taken by Purchaser (or any assignee thereof) or
         by the Administrator); (ii) when Purchaser makes a Purchase or
         Reinvestment, it shall have acquired and shall at all times thereafter
         continuously maintain a valid and perfected first priority undivided
         percentage ownership interest to the extent of the Purchased Interest
         in each Pool Receivable, each Related Asset and Collections with
         respect thereto, free and clear of any Adverse Claim (other than any
         Adverse Claim arising as the result of any action taken by Purchaser
         (or any assignee thereof) or by the Administrator; and (iii) no
         financing statement or other instrument similar in effect covering any
         Pool Receivable, any interest therein, the Related Assets or
         Collections with respect thereto is on file in any recording office
         except such as may be filed (1) in favor of an Originator in
         accordance with the Contracts, (2) in favor of Seller in connection
         with the Sale Agreement, (3) in favor of Purchaser or the
         Administrator in accordance with this Agreement or in connection with
         any Adverse Claim arising solely as the result of any action taken by
         Purchaser (or any assignee thereof) or by the Administrator, or (4) in
         favor of the Collateral Agent.

                (m)      ACCURATE REPORTS.  No Information Package (if prepared
         by any Seller Party or its Affiliate, or to the extent information
         therein was supplied by any Seller Party or its Affiliate) or other
         information, exhibit, financial statement, document, book, record or
         report (excluding projections and forecasts) furnished or to be
         furnished, in each case in writing, by or on behalf of any Seller
         Party or its Affiliates to the Administrator, Purchaser or the
         Relationship Bank in connection with this Agreement was inaccurate in
         any material respect as of the date it was dated or as of the date so
         furnished, or contained any material misstatement of fact or omitted
         to state a material fact or any fact necessary to make the statements
         contained therein not materially misleading.  All projections or
         forecasts furnished by any Seller Party or its Affiliate to the
         Administrator, Purchaser or the Relationship Bank in connection with
         this Agreement were prepared in good faith and based on reasonable
         assumptions.

                (n)      OFFICES.  The principal places of business and chief
         executive offices of Master Servicer and Seller are located at the
         respective addresses set forth under its name on the signature pages
         hereof, and the offices where Master Servicer and Seller keep all
         their books, records and documents evidencing Pool Receivables, the
         related Contracts and all purchase orders and other agreements related
         to such Pool Receivables are located at the addresses specified in
         SCHEDULE 6.01(n) (or at such other locations, notified to the
         Administrator in accordance with SECTION 7.01(f), in jurisdictions
         where all action required by SECTION 8.05 has been taken and
         completed).
                                                                               


<PAGE>   32

                (o)      LOCK-BOX ACCOUNTS.  The names and addresses of all the
         Lock-Box Banks, together with the account numbers of the lock-box
         accounts of each Originator or Seller at such Lock-Box Banks, are
         specified in SCHEDULE 6.01(o) (or have been notified to and approved
         by the Administrator and the Relationship Bank in accordance with
         SECTION 7.03(d)).

                (p)      ELIGIBLE RECEIVABLES.  Each Receivable included in the
         Net Pool Balance as an Eligible Receivable on the date of any Purchase
         or Reinvestment shall be an Eligible Receivable on such date.

                (q)      NATURE OF RECEIVABLES.  Each Receivable constitutes an
         "account" as such term is defined in the UCC.


ARTICLE VII

                      GENERAL COVENANTS OF SELLER PARTIES

         SECTION 7.01.  AFFIRMATIVE COVENANTS OF SELLER PARTIES.  From the date
hereof until the Final Payout Date, each Seller Party will, unless the
Administrator and the Relationship Bank shall otherwise consent in writing:
        
                (a)      COMPLIANCE WITH LAWS, ETC.  Comply in all material
         respects with all applicable laws, rules, regulations and orders,
         including those with respect to the Pool Receivables and related
         Contracts, except where the failure to so comply had not and will not
         have individually or in the aggregate a Material Adverse Effect.

                (b)      PRESERVATION OF CORPORATE EXISTENCE.  Preserve and
         maintain its corporate existence, rights, franchises and privileges in
         the jurisdiction of its incorporation, and qualify and remain
         qualified in good standing as a foreign corporation in each
         jurisdiction where the failure to preserve and maintain such
         existence, rights, franchises, privileges and qualification would have
         a Material Adverse Effect.

                (c)      AUDITS.  (i) At any time and from time to time upon
         reasonable written notice during regular business hours, permit the
         Administrator, the Relationship Bank or any of their agents or
         representatives, (A) to examine and make copies of and abstracts from
         all books, records and documents (including, without limitation,
         computer tapes and disks) in the possession or under the control of
         such Seller Party relating to Pool Receivables, including, without
         limitation, the related Contracts and purchase orders and other
         agreements, and (B) to visit the offices and properties of any Seller
         Party for the purpose of examining such materials described in CLAUSE
         (i)(A) next above, and to discuss matters relating to Pool Receivables
         or any Seller Party's performance hereunder with any Responsible
         Manager of any Seller Party having knowledge of such matters; (ii) at
         any time and from time to time upon reasonable written notice during
         regular business hours,


<PAGE>   33
         permit the Administrator, the Relationship Bank or any of their agents
         or representatives, to meet with the independent auditors of the
         Seller Parties, to the extent permitted by such auditors, to review
         such auditors' work papers (including, without limitation, work papers
         relating to any audit report or audit opinion described in SECTION
         7.02(h)) and otherwise to review with such auditors the books and
         records of the Seller Parties with respect to the Pool Receivables and
         Related Assets; and (iii) without limiting the provisions of CLAUSE
         (i) next above, from time to time (A) upon reasonable written notice
         during regular business hours, not more than once in any calendar
         quarter or (B) on request of the Administrator or the Relationship
         Bank at any time when a Liquidation Event or Unmatured Liquidation
         Event shall have occurred and be continuing, at the expense of such
         Seller Party, permit certified public accountants or other auditors
         acceptable to the Administrator to conduct a   review of any Seller
         Party's books and records with respect to the Pool Receivables and
         Related Assets, at such Seller Party's expense.

                (d)      KEEPING OF RECORDS AND BOOKS OF ACCOUNT.  In the case
         of Master Servicer, maintain and implement administrative and
         operating procedures (including, without limitation, an ability to
         recreate records evidencing Pool Receivables in the event of the
         destruction of the originals thereof), and keep and maintain, all
         documents, books, records and other information reasonably necessary
         or advisable for the collection of all Pool Receivables (including,
         without limitation, records adequate to permit the daily
         identification of outstanding Unpaid Balances by Obligor and related
         debit and credit details of the Pool Receivables).

                (e)      PERFORMANCE AND COMPLIANCE WITH RECEIVABLES AND
         CONTRACTS.  At its expense, timely and fully perform and comply with
         all material provisions, covenants and other promises, if any,
         required to be observed by it under the Contracts related to the Pool
         Receivables and all purchase orders and other agreements related to
         such Pool Receivables.

                (f)      LOCATION OF RECORDS.  Keep its chief place of business
         and chief executive office, and the offices where it keeps its records
         concerning the Pool Receivables, all related Contracts and all
         purchase orders and other agreements related to such Pool Receivables
         (and all original documents relating thereto), at the address of
         Master Servicer and Seller referred to in SECTION 6.01(n) or, upon at
         least 30 days' prior written notice to the Administrator, at such
         other locations in jurisdictions where all action required by SECTION
         8.05 shall have been taken and completed.

                (g)      CREDIT AND COLLECTION POLICIES.  Comply in all
         material respects with the Credit and Collection Policy in regard to
         each Pool Receivable and the related Contract.

                (h)      COLLECTIONS.  In the case of Master Servicer, instruct
         all Obligors to cause all Collections of Pool Receivables to be
         deposited directly with a Lock-Box Bank, and in the case of the other
         Seller Party, not give any contrary or conflicting instructions, and,
         upon the request of Master Servicer or the Administrator, confirm such
         instructions by


<PAGE>   34
         Master Servicer or take such other action as may be reasonably 
         required to give effect to such instructions.

                (i)      SALE AGREEMENT.  Perform and comply in all material
         respects with all of its covenants and agreements set forth in the
         Sale Agreement.

         SECTION 7.02.  REPORTING REQUIREMENTS OF SELLER PARTIES.  From the
date hereof until the Final Payout Date unless the Administrator and the
Relationship Bank shall otherwise consent in writing, Seller Parties will, and
Parent will cause each other Seller Party to, furnish to the Administrator and
the Relationship Bank:

                (a)      QUARTERLY FINANCIAL STATEMENTS.  As soon as available
         and in any event within 45 days after the end of each of the first
         three quarters of each fiscal year of Standard, copies of the
         financial statements of Standard and its Subsidiaries prepared on a
         consolidated basis, consisting of at least a balance sheet as at the
         close of such quarter and statements of earnings and changes in cash
         flows for such quarter and for the period from the beginning of the
         fiscal year to the close of such quarter, in each case in conformity
         with GAAP, duly certified by the chief financial officer of Standard,
         together with a certificate from such officer containing a computation
         of, and showing compliance with, the financial restrictions contained
         in SECTION 10.01(p);

                (b)      ANNUAL FINANCIAL STATEMENTS.  As soon as available and
         in any event within 90 days after the end of each fiscal year of
         Standard, copies of the financial statements of Standard and its
         Subsidiaries prepared on a consolidated basis, consisting of at least
         a balance sheet of Standard and its Subsidiaries for such year and
         consolidated statements of earnings, cash flows and shareholders'
         equity, in each case in conformity with GAAP, consistently applied,
         setting forth in each case in comparative form corresponding figures
         form the preceding fiscal year, with all such consolidated statements
         duly certified by Arthur Andersen, LLP or other independent certified
         public accountants of nationally recognized standing selected by
         Standard and approved by the Administrator, which approval will not be
         unreasonably withheld, together with a certificate from such
         accountants containing a computation of, and showing compliance with,
         the financial restrictions contained in SECTION 10.01(p);

                (c)      REPORTS TO HOLDERS AND EXCHANGES.  In addition to the
         reports required by SUBSECTIONS (a) and (b) next above, promptly upon
         the Administrator's or Relationship Bank's reasonable request, copies
         of any reports specified in such request which any Seller Party sends
         to any of its securityholders, and any reports or registration
         statements that any Seller Party files with the Securities and
         Exchange Commission or any national securities exchange other than
         registration statements relating to employee benefit plans and to
         registrations of securities for selling securities;

                (d)      ERISA.  Promptly after the filing or receiving
         thereof, copies of all reports and notices with respect to any
         Reportable Event defined in Article IV of ERISA which any Seller Party
         files under ERISA with the Internal Revenue Service, the Pension


<PAGE>   35
         Benefit Guaranty Corporation or the U.S. Department of Labor or which  
         such Seller Party receives from the Pension Benefit Guaranty
         Corporation;

                (e)      LIQUIDATION EVENTS, ETC.  As soon as possible and in
         any event within five days of a Responsible Manager obtaining
         knowledge of the occurrence of each Liquidation Event and each
         Unmatured Liquidation Event or any "Purchase Termination Event" or
         "Unmatured Purchase Termination Event" under the Sale Agreement, a
         written statement of the chief financial officer or chief accounting
         officer of a Seller Party setting forth details of such event and the
         action that such Seller Party take with respect thereto;

                (f)      LITIGATION.  As soon as possible and in any event
         within ten Business Days of a Responsible Manager of any Seller Party
         obtaining knowledge thereof, written notice of (i) any litigation,
         investigation or proceeding which may exist at any time which could
         reasonably be expected to have a Material Adverse Effect and (ii) any
         development in previously disclosed litigation which development could
         reasonably be expected to have a Material Adverse Effect;

                (g)      AUDIT OF POOL RECEIVABLES.  As soon as available and
         in any event within 90 days after the end of each fiscal year of
         Seller, an audit report, prepared by Arthur Andersen, LLP or other
         nationally recognized independent certified public accountants
         selected by Seller and reasonably acceptable to the Administrator and
         the Relationship Bank, as of the end of such fiscal year,
         substantially in the form of the report delivered pursuant to SECTION
         5.01(l) and covering such other matters as the Administrator or the
         Relationship Bank may reasonably request;

                (h)      CHANGE IN CREDIT AND COLLECTION POLICY.  Prior to its
         effective date, written notice of (i) any material change in the
         character of any Seller Party's business, and (ii) any material change
         in the Credit and Collection Policy; and

                (i)      OTHER.  Promptly, from time to time, such other
         information, documents, records or reports respecting the Receivables
         or the condition or operations, financial or otherwise, of any Seller
         Party as the Administrator or the Relationship Bank may from time to
         time reasonably request in order to protect the interests of the
         Administrator or Purchaser under or as contemplated by this Agreement.

         SECTION 7.03.  NEGATIVE COVENANTS OF SELLER PARTIES.  From the date
hereof until the Final Payout Date, no Seller Party will, without the prior
written consent of the Administrator and the Relationship Bank:

                (a)      SALES, ADVERSE CLAIMS, ETC.  (i) Except as otherwise 
         provided herein and in the other Transaction Documents, sell, assign
         (by operation of law or otherwise) or otherwise dispose of, or create
         or suffer to exist any Adverse Claim upon or with respect to, any Pool
         Receivable or any Related Asset, or any interest therein, or any
         lock-box account to which any Collections of any Pool Receivable are
         sent, or any right to receive


<PAGE>   36
         income or proceeds from or in respect of any of the foregoing, and
         (ii) in the case of Master Servicer, not assert any interest in the    
         Receivables, except as Master Servicer.

                (b)      EXTENSION OR AMENDMENT OF RECEIVABLES.  Except as
         otherwise permitted in SECTION 8.02(c), extend, amend or otherwise
         modify the terms of any Pool Receivable, or amend, modify or waive any
         material term or condition of any Contract related thereto; provided
         that this CLAUSE (b) shall not apply to any Receivable reconveyed to
         the applicable Originator pursuant to SECTION 3.5 of the Sale
         Agreement.

                (c)      CHANGE IN BUSINESS OR CREDIT AND COLLECTION POLICY.
         Make or permit to be made any material change in the character of its
         business or, except as required by GAAP, in the Credit and Collection
         Policy, which change would, in either case, impair the collectibility
         of any Pool Receivable or otherwise adversely affect the interests or
         remedies of Purchaser under this Agreement or any other Transaction
         Document.

                (d)      CHANGE IN PAYMENT INSTRUCTIONS TO OBLIGORS.  Add or
         terminate any bank as a Lock-Box Bank from those listed in SCHEDULE
         6.01(o) or make any change in its instructions to Obligors regarding
         payments to be made to Seller or Master Servicer or payments to be
         made to any Lock-Box Bank (except for a change in instructions solely
         for the purpose of directing Obligors to make such payments to another
         existing Lock-Box Bank), unless (i) the Administrator and the
         Relationship Bank shall have approved such addition, termination or
         change and (ii) the Administrator shall have received duly executed
         copies of Lock-Box Agreements with each new Lock-Box Bank.

                (e)      DEPOSITS TO LOCK-BOX ACCOUNTS.  Deposit or otherwise
         credit, or cause or permit to be so deposited or credited, to any
         lock-box account or other account covered by any Lock-Box Agreement,
         or any other account maintained by Seller or Master Servicer for the
         purpose of receiving Collections on Pool Receivables, any cash or cash
         proceeds other than Collections of Pool Receivables.

                (f)      CHANGES TO OTHER DOCUMENTS.  Enter into any amendment
         or modification of or supplement to the Sale Agreement or the Seller's
         Certificate of Incorporation.

                (g)      FUNDAMENTAL CHANGES.  (i) Except as expressly
         contemplated by the Transaction Documents, wind up, liquidate or
         dissolve its affairs, or sell, lease, transfer or otherwise dispose of
         all or any part of its properties and assets, except that Standard
         (but not Seller) may sell or otherwise dispose of any assets (A) if
         such sale or disposition is in the ordinary course of business or (B)
         other than in the ordinary course of business, unless (x) the
         aggregate book value of all sales or dispositions (on a consolidated
         basis) during the most recent 12-month accounting period would exceed
         15% of its Total Assets as computed at the end of the most recent
         quarter preceding such sale or since December 31, 1993 would exceed
         25% of its Total Assets as computed at the end of the most recent
         fiscal year preceding such sale or (y) such assets in the aggregate
         contributed more than 10% of the Net Income of Standard and its
         consolidated subsidiaries on a consolidated


<PAGE>   37
         basis in the most recent 12-month accounting period or 25% of Net
         Income since December 31, 1993.

                (ii) It will not consolidate with or merge into any other
         corporation, or permit another corporation to merge into it, unless
         (and only in the case of a consolidation or merger involving Standard
         and not the Seller), at the time of such transaction and immediately
         after giving effect thereto, (A) no Liquidation Event or Unmatured
         Liquidation Event shall have occurred and be continuing, and (B) if
         the successor formed by or resulting from such consolidation or merger
         of Standard is other than Standard, such successor

                (x)     shall be a corporation duly organized and existing
              under the laws of the United States of America or any state
              thereof, and

                (y)     shall, by written instrument satisfactory to the
              Purchaser, Administrator and Relationship Bank, expressly assume
              the due and punctual performance and observance of all the
              obligations, terms, covenants, agreements and conditions of this
              Agreement and the other Transaction Documents to be performed or
              observed by Standard and, if Standard is the Master Servicer at
              such time, the Master Servicer hereunder.

                (h)     RESTRICTED PAYMENTS BY SELLER.  In the case of Seller,
         purchase or redeem any shares of the capital stock of Seller, (A)
         declare or pay any dividends thereon (other than stock dividends),
         make any distribution to stockholders or set aside any funds for any
         such purpose, or (B) pay any principal amount of any Initial Purchaser
         Note  (as defined in the Sale Agreement), EXCEPT that Seller may pay
         all or a portion of such principal amount on any day if after giving
         effect to such payment the Purchaser's Total Investment does not
         exceed the Purchase Limit and the Purchased Interest does not exceed
         the Allocation Limit and Seller's Tangible Net Worth (computed for
         purposes of this CLAUSE (h) by including any Initial Purchaser Notes
         as Indebtedness of the Seller) is not less than $7,500,000 and Seller
         has paid all of its current operating expenses.

                (i)      SELLER INDEBTEDNESS.  In the case of Seller, incur or
         permit to exist any indebtedness or liability on account of deposits
         or advances or for borrowed money or for the deferred purchase price
         of any property or services, except (A) indebtedness of Seller to
         Standard incurred in accordance with the Sale Agreement, (B) current
         accounts payable arising under the Transaction Documents and not
         overdue and (C) other current accounts payable arising in the ordinary
         course of business and not overdue, in an aggregate amount at any time
         outstanding not to exceed $150,000.

                (j)      NEGATIVE PLEDGES.  Enter into or assume any agreement
         (other than this Agreement and the other Transaction Documents)
         prohibiting the creation or assumption of any Adverse Claim upon any
         Receivables or Related Assets, whether now owned or hereafter
         acquired, except as contemplated by the Transaction Documents, or
         otherwise


<PAGE>   38
         prohibiting or restricting any transaction contemplated hereby or by   
         the other Transaction Documents.

         SECTION 7.04.  SEPARATE CORPORATE EXISTENCE OF SELLER.  Each Seller
Party hereby acknowledges that Purchaser, the Administrator and the
Relationship Bank are entering into the transactions contemplated hereby in
reliance upon Seller's identity as a legal entity separate from Master Servicer
and its other Affiliates.  Therefore, each Seller Party shall take all steps
specifically required by this Agreement or reasonably required by the
Administrator or the Relationship Bank to continue Seller's identity as a
separate legal entity and to make it apparent to third Persons that Seller is
an entity with assets and liabilities distinct from those of its Affiliates,
and is not a division of Standard or any other Person.  Without limiting the
foregoing, each Seller Party will take such actions as shall be required in
order that:

                (a)  Seller will be a limited purpose corporation whose primary
         activities are restricted in its Certificate of Incorporation to
         purchasing or otherwise acquiring from the Originators, owning,
         holding, granting security interests, or selling interests, in Pool
         Receivables and Related Assets, entering into agreements for the
         selling and servicing of the Receivables Pool, and conducting such
         other activities as it deems necessary or appropriate to carry out its
         primary activities;

                (b)  Not less than one member of Seller's Board of Directors
         (the "INDEPENDENT DIRECTOR") shall be an individual, who is not, and
         never has been, a direct, indirect or beneficial stockholder, officer,
         director, employee, affiliate, associate, material supplier or
         material customer of Standard or any of its Affiliates (provided that
         indirect stock ownership of Standard or of any of its Affiliates by
         any Person through a mutual fund or similar diversified investment
         pool shall not disqualify such person from being an Independent
         Director unless such person maintains direct or indirect control of
         the investment decisions of such mutual fund or similar diversified
         investment pool).  The certificate of incorporation of Seller shall
         provide that (i) Seller's Board of Directors shall not approve, or
         take any other action to cause the filing of, a voluntary bankruptcy
         petition with respect to Seller unless the Independent Director shall
         approve the taking of such action in writing prior to the taking of
         such action and (ii) such provisions cannot be amended without the
         prior written consent of such Independent Director;

                (c)  No Independent Director shall at any time serve as a
         trustee in bankruptcy for Seller or any Affiliate thereof;

                (d)  Any employee, consultant or agent of Seller will be
         compensated from Seller's funds for services provided to Seller. 
         Seller will not engage any agents other than its attorneys, auditors
         and other professionals, Standard or an Affiliate thereof in a manner
         consistent with this SECTION 7.04 and a servicer and any other agent
         contemplated by the Transaction Documents for the Receivables Pool,
         which servicer will be fully compensated for its services by payment
         of the Master Servicer's Fee;


<PAGE>   39
                (e)  Seller will contract with Master Servicer to perform for
         Seller all operations required on a daily basis to service the
         Receivables Pool.  Seller will pay Master Servicer the Master
         Servicer's Fee pursuant hereto.  Seller will not incur any material
         indirect or overhead expenses for items shared with Standard (or any
         other Affiliate thereof) which are not reflected in the Master
         Servicer's Fee (except as permitted by CLAUSE (o) below).  To the
         extent, if any, that Seller (or any other Affiliate thereof) share
         items of expenses not reflected in the Master Servicer's Fee, for
         legal, auditing and other professional services and directors' fees
         and other reasonable charges, such expenses will be allocated to the
         extent practical on the basis of actual use or the value of services
         rendered, and otherwise on a basis reasonably related to the actual
         use or the value of services rendered, it being understood that
         Standard shall pay all expenses relating to the preparation,
         negotiation, execution and delivery of the Transaction Documents,
         including, without limitation, legal, agency and other fees;

                (f)  Seller's operating expenses will not be paid by any other
         Seller Party or other Affiliate of Seller unless that Seller Party or
         Affiliate is acting as agent in a manner consistent with CLAUSES (a)
         through (e);

                (g)  Seller will have its own stationery;

                (h)  The books and records of Seller will be maintained
         separately from those of Master Servicer and any other Affiliate of
         Seller;

                (i)  Any financial statements of any Seller Party or Affiliate
         thereof which are consolidated to include Seller will contain detailed
         notes clearly stating that (A) all of Seller's assets are owned by
         Seller, and (B) Seller is a separate corporate entity with its own
         separate creditors that will be entitled to be satisfied out of
         Seller's assets prior to any value in Seller becoming available to
         Seller's equity holders;

                (j)  Seller's assets will be maintained in a manner that
         facilitates their identification and segregation from those of Master
         Servicer and the other Affiliates;

                (k)  Each Affiliate of Seller will strictly observe corporate
         formalities in its dealings with Seller, and funds or other assets of
         Seller will not be commingled with those of any of its Affiliates;

                (l)  No Affiliate of Seller will maintain joint bank accounts
         with Seller or other depository accounts with Seller to which any such
         Affiliate (other than in its capacity as the Master Servicer or
         Servicer hereunder or under the Sale Agreement) has independent
         access;

                (m)  No Affiliate of Seller shall, directly or indirectly, name
         Seller or enter into any agreement to name Seller as a direct or
         contingent beneficiary or loss payee on any insurance policy covering
         the property of any Affiliate of Seller;


<PAGE>   40
                (n)  No Affiliate of Seller will at any time pool any of its
         funds with any funds of Seller;

                (o)  Each Affiliate of Seller will maintain arm's-length
         relationships with Seller, and each Affiliate of Seller that renders
         or otherwise furnishes services or merchandise to Seller will be
         compensated by Seller at commercially reasonable rates for such
         services or merchandise, except that any supplies will be provided at
         cost; and

                (p)  No Affiliate of Seller will be, nor will it hold itself
         out to be, responsible for the debts of Seller or the decisions or
         actions in respect of the daily business and affairs of Seller. 
         Standard and Seller will immediately correct or cause to be corrected
         any known misrepresentation with respect to the foregoing and they
         will not operate or purport to operate as an integrated single
         economic unit with respect to each other or in their dealing with any
         other entity.

         SECTION 7.05.  FINANCIAL COVENANTS.  From the date hereof until the
Final Payout Date, Standard will:

                (a)  TANGIBLE NET WORTH.  Maintain at all times a Tangible Net
         Worth of not less than the then "Required Minimum" in effect at the
         time in question.  On the date of this Agreement, the "Required
         Minimum" shall be $120,000,000.  On (i) the first day of each fiscal
         quarter of Standard thereafter (other than the first day of the
         Standard's fiscal year), the Required Minimum shall be increased by an
         amount equal to fifty percent (50%) of the Net Income of Standard and
         its consolidated subsidiaries, determined on a consolidated basis, if
         any, (but not less than zero), for the immediately preceding fiscal
         quarter; and (ii) the first day of each fiscal year of Standard
         thereafter, the Required Minimum shall be adjusted to equal the
         Required Minimum at the beginning of the immediately preceding fiscal
         year increased by an amount equal to fifty percent (50%) of the Net
         Income of Standard and its consolidated subsidiaries, determined on a
         consolidated basis, if any (but not less than zero), for such
         immediately preceding fiscal year.

                (b)  TOTAL DEBT TO CAPITALIZATION RATIO.  Not permit the Total
         Debt to Capitalization Ratio to exceed 0.60 to 1.0 at any time.

                (c)  CURRENT RATIO.  not permit the Current Ratio to be less
         than 1.20 to 1.00 at any time.

                (d)  LEVERAGE.  At any time when Leverage is equal to or greater
         than 45% measured as of the end of the most recently ended fiscal
         quarter of Standard, not permit the EBIT Ratio of Standard and its
         consolidated subsidiaries for the period consisting of the immediately
         preceding four fiscal quarters to be less than 1.75 to 1.0.


ARTICLE VIII


<PAGE>   41
                         ADMINISTRATION AND COLLECTION

SECTION 8.01.  DESIGNATION OF MASTER SERVICER.

                 (a)      STANDARD AS INITIAL MASTER SERVICER.  The servicing,
administering and collection of the Pool Receivables shall be conducted by the
Person designated as Master Servicer hereunder from time to time in accordance
with this SECTION 8.01.  Until the Administrator or the Relationship Bank gives
to Standard a Successor Notice (as defined in SECTION 8.01(b)), Standard is
hereby designated as, and hereby agrees to perform the duties and obligations
of, Master Servicer pursuant to the terms hereof.

                 (b)      SUCCESSOR NOTICE; MASTER SERVICER TRANSFER EVENTS.
Upon Standard's receipt of a notice from the Administrator or Relationship Bank
of the Administrator's or Relationship Bank's designation of a new Master
Servicer (a "SUCCESSOR NOTICE"), Standard agrees that it will terminate its
activities as MASTER SERVICER hereunder in a manner that the Administrator
believes will facilitate the transition of the performance of such activities
to the new Master Servicer, and the Administrator (or its designee) shall
assume each and all of Standard's obligations to service and administer such
Receivables, on the terms and subject to the conditions herein set forth, and
Standard shall use its best efforts to assist the Administrator (or its
designee) in assuming such obligations.  The Administrator and Relationship
Bank agree not to give Standard a Successor Notice until after the occurrence
of any Liquidation Event (any such Liquidation Event or other event being
herein called a "MASTER SERVICER TRANSFER EVENT"), in which case such Successor
Notice may be given at any time in the Administrator's or the Relationship
Bank's discretion.  If Standard disputes the occurrence of a Master Servicer
Transfer Event, Standard may take appropriate action to resolve such dispute;
PROVIDED that Standard must terminate its activities hereunder as Master
Servicer and allow the newly designated Master Servicer to perform such
activities on the date provided by the Administrator or Relationship Bank as
described above, notwithstanding the commencement or continuation of any
proceeding to resolve the aforementioned dispute.

                 (c)      SUBCONTRACTS.  Master Servicer may, with the prior
consent of the Administrator, subcontract with any other Person for servicing,
administering or collecting the Pool Receivables; PROVIDED that Master Servicer
shall remain liable for the performance of the duties and obligations of Master
Servicer pursuant to the terms hereof and such subservicing arrangement may be
terminated at the Administrator's request at anytime after a Successor Notice
has been given.

SECTION 8.02.  DUTIES OF MASTER SERVICER.

                 (a)      APPOINTMENT; DUTIES IN GENERAL.  Each of Seller,
Purchaser and the Administrator hereby appoints as its agent Master Servicer,
as from time to time designated pursuant to SECTION 8.01, to enforce its rights
and interests in and under the Pool Receivables, the Related Security and the
related Contracts.  Master Servicer shall


<PAGE>   42
take or cause to be taken all such actions as may be necessary or advisable to
collect each Pool Receivable from time to time, all in accordance with
applicable laws, rules and regulations, with reasonable care and        
diligence, and in accordance with the Credit and Collection Policy.

                 (b)      ALLOCATION OF COLLECTIONS; SEGREGATION.  Master
Servicer shall set aside for the account of Seller and Purchaser their
respective allocable shares of the Collections of Pool Receivables in
accordance with SECTION 1.03 but shall not be required (unless otherwise
requested by the Administrator or the Relationship Bank) to segregate the funds
constituting such portions of such Collections (other than funds that are
reinvested pursuant to SECTION 1.03(iv)) prior to the remittance thereof in
accordance with said SECTIONS.  If, in the reasonable discretion of the
Administrator or the Relationship Bank, the Master Servicer is so instructed,
within five (5) (or three (3), if a Liquidation Event has occurred and is
continuing) Business Days of receipt by Master Servicer of such instruction,
Master Servicer shall segregate and deposit with a bank designated by the
Relationship Bank, with the approval of the Administrator, Purchaser's share of
Collections of Pool Receivables, on the first Business Day following receipt by
Master Servicer of such Collections in immediately available funds.

                 (c)      MODIFICATION OF RECEIVABLES.  So long as no
Liquidation Event and no Unmatured Liquidation Event shall have occurred and be
continuing or would result from any of the following, Standard, while it is
Master Servicer, may, in accordance with the Credit and Collection Policy, (i)
extend the maturity or adjust the Unpaid Balance of any Defaulted Receivable as
Standard may reasonably determine to be appropriate to maximize Collections
thereof, PROVIDED that no Receivable may be extended for more than 90 days or
more than once and the Unpaid Balance of any Receivable may be adjusted only
once, and (ii) adjust the Unpaid Balance of any Receivable to reflect the
reductions or cancellations described in the first sentence of SECTION 3.02(a).

                 (d)      DOCUMENTS AND RECORDS.  Each Seller Party shall
deliver to Master Servicer, and Master Servicer shall hold in trust for Seller
and Purchaser in accordance with their respective interests, all documents,
instruments and records (including, without limitation, computer tapes or
disks) that evidence or relate to Pool Receivables.

                 (e)      CERTAIN DUTIES TO SELLER.  Master Servicer shall, as
soon as practicable following receipt, turn over to Seller the Collections of
any Receivable which is not a Pool Receivable and any other amounts held by
Master Servicer other than in respect of Collections on a Pool Receivable.
Master Servicer, if other than Standard or any other Seller Party or Affiliate
thereof, shall, as soon as practicable upon demand, deliver to Seller all
documents, instruments and records in its possession that evidence or relate to
Receivables of Seller other than Pool Receivables, and copies of documents,
instruments and records in its possession that evidence or relate to Pool
Receivables.

                 (f)      TERMINATION.  Master Servicer's authorization under
this Agreement shall terminate upon the Final Payout Date.


<PAGE>   43
                 (g)      POWER OF ATTORNEY.  Seller hereby grants to Master
Servicer an irrevocable power of attorney, with full power of substitution,
coupled with an interest, to take in the name of Seller all steps which are
necessary or advisable to endorse, negotiate or otherwise realize on any
writing or other right of any kind held or transmitted by Seller or transmitted
or received by Purchaser (whether or not from Seller) in connection with any
Receivable.

SECTION 8.03.  RIGHTS OF THE ADMINISTRATOR.

                 (a)      NOTICE TO OBLIGORS.  At any time when a Liquidation
Event has occurred and is continuing, the Administrator may notify the Obligors
of Pool Receivables, or any of them, of the ownership of the Purchased Interest
by Purchaser.

                 (b)      NOTICE TO LOCK-BOX BANKS.  At any time following the
earliest to occur of (i) the occurrence of a Liquidation Event, (ii) the
commencement of the Liquidation Period, and (iii) the warranty in SECTION
6.01(i)(x) no longer being true, the Administrator is hereby authorized to give
notice to the Lock-Box Banks, as provided in the Lock-Box Agreements, of the
transfer to the Administrator of dominion and control over the lock-boxes and
related accounts to which the Obligors of Pool Receivables make payments.
Seller and Master Servicer hereby transfer to the Administrator, effective when
the Administrator shall give notice to the Lock-Box Banks as provided in the
Lock-Box Agreements, the exclusive dominion and control over such lock-boxes
and accounts, and shall take any further action that the Administrator may
reasonably request to effect such transfer.

                 (c)      RIGHTS ON MASTER SERVICER TRANSFER EVENT.  At any
time following the designation of a Master Servicer other than Standard
pursuant to SECTION 8.01:

                (i)  The Administrator may direct the Obligors of Pool
         Receivables, or any of them, to pay all amounts payable under any Pool
         Receivable directly to the Administrator or its designee.

                (ii)  Any Seller Party shall, at the Administrator's or
         Relationship Bank's request and at such Seller Party's expense, give
         notice of Purchaser's ownership and security interests in the Pool
         Receivables to each such Obligor and direct that payments be made
         directly to the Administrator or its designee.

                (iii)  Each Seller Party shall, at the Administrator's or
         Relationship Bank's request, (A) assemble all of the documents,
         instruments and other records (including, without limitation, computer
         programs, tapes and disks) which evidence the Pool Receivables, and
         the related Contracts and Related Security, or which are otherwise
         necessary or desirable to collect such Pool Receivables, and make the
         same available to the successor Master Servicer at a place selected by
         the Administrator or the Relationship Bank, and (B) segregate all
         cash, checks and


<PAGE>   44
              other instruments received by it from time to time constituting
              Collections of Pool Receivables in a manner acceptable to the
              Administrator and promptly upon receipt, remit all such cash,
              checks and instruments, duly endorsed or with duly executed
              instruments of transfer, to the successor Master Servicer.

                (iv)  Each Seller Party and Purchaser hereby authorizes the
              Administrator, and grants to the Administrator an irrevocable
              power of attorney (which shall terminate on the Final Payout
              Date), to take any and all steps in such Seller Party's name and
              on behalf of Seller Parties and Purchaser which are necessary or
              desirable, in the determination of the Administrator, to collect
              all amounts due under any and all Pool Receivables, including,
              without limitation, endorsing any Seller Party's name on checks
              and other instruments representing Collections and enforcing such
              Pool Receivables and the related Contracts.

         SECTION 8.04.    RESPONSIBILITIES OF SELLER PARTIES.  Anything
herein to the contrary notwithstanding:

                (a)      CONTRACTS.  Each Seller Party shall perform all of its
         obligations (if any) under the Contracts related to the Pool
         Receivables and under the related purchase orders and other agreements
         to the same extent as if the Purchased Interest had not been sold
         hereunder, and the exercise by the Administrator or its designee of
         its rights hereunder shall not relieve any Seller Party from such
         obligations.

                (b)      LIMITATION OF LIABILITY.  The Administrator, the
         Relationship Bank and Purchaser shall not have any obligation or
         liability with respect to any Pool Receivables, Contracts related
         thereto or any other related purchase orders or other agreements, nor
         shall any of them be obligated to perform any of the obligations of
         any Seller Party or any Originator thereunder.

         SECTION 8.05.  FURTHER ACTION EVIDENCING PURCHASES AND REINVESTMENTS.

                (a)      FURTHER ASSURANCES.  Each Seller Party agrees that
         from time to time, at its expense, it will promptly execute and
         deliver all further instruments and documents, and take all further
         action that the Administrator or its designee may reasonably request
         in order to perfect, protect or more fully evidence the Purchases
         hereunder and the resulting Purchased Interest, or to enable Purchaser
         or the Administrator or its designee to exercise or enforce any of
         their respective rights hereunder or under any Transaction Document in
         respect thereof.  Without limiting the generality of the foregoing,
         each Seller Party will:

                (i)  upon the reasonable request of the Administrator, execute
              and file such financing or continuation statements, or amendments
              thereto or assignments thereof, and such other instruments or
              notices, as may be necessary or appropriate;

                (ii)  upon the reasonable request of the Administrator, mark
              conspicuously each Contract evidencing each Pool Receivable with
              a legend, acceptable to the


<PAGE>   45
              Administrator, evidencing that the Purchased Interest has been    
              sold in accordance with this Agreement; and

                (iii)  mark its master data processing records evidencing such
              Pool Receivables and related Contracts with a legend, reasonably
              acceptable to the Administrator, evidencing that the Purchased
              Interest has been sold in accordance with this Agreement.

                (b)  ADDITIONAL FINANCING STATEMENTS; PERFORMANCE BY
         ADMINISTRATOR.  Each Seller Party hereby authorizes the Administrator
         or its designee to file one or more financing or continuation
         statements, and amendments thereto and assignments thereof, relative
         to all or any of the Pool Receivables and the Related Assets now
         existing or hereafter arising in the name of any Seller Party.  If any
         Seller Party fails to perform any of its agreements or obligations
         under this Agreement, the Administrator or its designee may (but shall
         not be required to) itself perform, or cause performance of, such
         agreement or obligation, and the reasonable expenses of the
         Administrator or its designee incurred in connection therewith shall
         be payable by the Seller Parties as provided in SECTION 14.05.

                (c)      CONTINUATION STATEMENTS; OPINION.  Without limiting
         the generality of SUBSECTION (a), Seller will, not earlier than six
         (6) months and not later than three (3) months prior to the fifth
         anniversary of the date of filing of the financing statements referred
         to in SECTION 5.01(f) or any other financing statement filed pursuant
         to this Agreement or in connection with any Purchase hereunder, if the
         Final Payout Date shall not have occurred:

                (i)  execute and deliver and file or cause to be filed an
              appropriate continuation statement with respect to such financing
              statement; and

                (ii)  deliver or cause to be delivered to the Administrator an
              opinion of the counsel for Seller Parties, in form and substance
              reasonably satisfactory to the Administrator, confirming and
              updating the opinion delivered pursuant to SECTION 5.01(i)(i) to
              the effect that the Purchased Interest hereunder continues to be
              a valid and perfected ownership or security interest, subject to
              no other Adverse Claims of record except as provided herein or
              otherwise permitted hereunder.

        SECTION 8.06.  APPLICATION OF COLLECTIONS.  Any payment by an Obligor
in respect of any indebtedness owed by it to any Originator or Seller shall,
except as otherwise specified by such Obligor or required by the underlying
Contract or law,

                (a) at any time before the commencement of the Liquidation
         Period, be recorded as a credit in a contra-account established for
         Collection of the Receivables of such Obligor; and

                (b) upon and after the commencement of the Liquidation Period,
         be applied FIRST, as a Collection of Pool Receivables of such Obligor
         in the order of the age of such Pool


<PAGE>   46
         Receivables starting with the oldest of such Pool Receivables and,     
         second, to any other indebtedness of such Obligor.

ARTICLE IX

                               SECURITY INTEREST

         SECTION 9.01.  GRANT OF SECURITY INTEREST.  To secure all Recourse
Obligations of Seller arising in connection with this Agreement and each other
Transaction Document, whether now or hereafter existing, due or to become due,
direct or indirect, or absolute or contingent, including, without limitation,
all Indemnified Amounts, payments on account of Collections received or deemed
to be received and fees, in each case pro rata according to the respective
amounts thereof, Seller hereby assigns and pledges to Purchaser, for the
benefit of the Secured Parties, and hereby grants to Purchaser, for the benefit
of the Secured Parties, a first priority perfected security interest in, all of
Seller's right, title and interest now or hereafter existing in, to and under
(a) all of the Pool Receivables and Related Assets to the extent of the
Purchased Interest of the Purchaser therein, (b) all Collections and other
proceeds of such Receivables and Related Assets to the extent of the
Purchaser's Interest (c) all rights of the Seller under the Sale Agreement and
(d) the Cash Collateral Account and the Collateral Accounts and all amounts on
deposit and all certificates or instruments held therein.

         SECTION 9.02.  FURTHER ASSURANCES.  The provisions of SECTION 8.05
shall apply to the security interest granted under SECTION 9.01 as well as to
the Purchases, Reinvestments and all the Purchased Interests hereunder.

         SECTION 9.03.  REMEDIES.  Upon the occurrence and during the
continuance of a Liquidation Event, Purchaser shall have, with respect to the
collateral granted pursuant to SECTION 9.01, and in addition to all other
rights and remedies available to Purchaser or the Administrator under this
Agreement and the other Transaction Documents or other applicable law, all the
rights and remedies of a secured party upon default under the UCC.


ARTICLE X

                               LIQUIDATION EVENTS

         SECTION 10.01.   LIQUIDATION EVENTS.  The following events  shall be
"LIQUIDATION EVENTS" hereunder:

                (a)      Master Servicer (if any Seller Party or Affiliate
         thereof is Master Servicer) or Seller (in the case of CLAUSE (ii)
         below)

                (i) shall fail to perform or observe any term, covenant or
              agreement that is an obligation of Master Servicer hereunder
              (other than as referred to in CLAUSE (ii) below) including,
              without limitation, failure to deliver any Information Package,
              report, statement or other written information required to be
              delivered by Master


<PAGE>   47
              Servicer hereunder if, in the case of a failure to deliver any
              Information Package, such failure shall remain unremedied for
              three (3) Business Days and, in the case of any other failure,
              such failure shall remain unremedied for five (5) Business Days,
              or

                (ii) shall fail to make any payment or deposit to be made by it
              hereunder when due; or

                (b)      Any representation or warranty made or deemed to be
         made by any Seller Party (or any of its officers) under or in
         connection with this Agreement or any Information Package or other
         information or report delivered pursuant hereto shall prove to have
         been false or incorrect in any material respect when made and which
         continues to be incorrect in any material respect for a period of
         fifteen days after the date on which notice of such inaccuracy,
         requiring the same to be remedied, shall have been given to any Seller
         Party by the Administrator, or after the date any Responsible Manager
         of a Seller Party has actual knowledge thereof; or

                (c) Any Seller Party shall fail to perform or observe any term,
         covenant or agreement contained in this Agreement or any of the other
         Transaction Documents on its part to be performed or observed and
         (except as provided in CLAUSE (o) below), any such failure shall
         remain unremedied for fifteen (15) Business Days after (A) written
         notice thereof shall have been given by the Administrator or the
         Relationship Bank to any Seller Party or (B) any Responsible Manager
         of a Seller Party has actual knowledge thereof; or

                (d)      (i) A default shall have occurred and be continuing
         under any instrument or agreement evidencing, securing or providing
         for the issuance of indebtedness for borrowed money which, when taken
         together with the amount of receivables subject to any agreement or
         instrument also in default under CLAUSE (iii) below, is in excess of
         $2,500,000, which indebtedness is of, or guaranteed by, any Seller
         Party or any Affiliate thereof, which default if unremedied, uncured,
         or unwaived (with or without the passage of time or the giving of
         notice or both) would permit acceleration of the maturity of such
         indebtedness and such default shall have continued unremedied, uncured
         or unwaived for a period long enough to permit such acceleration; (ii)
         a "Purchase Termination Event" shall have occurred and be continuing
         under the Sale Agreement; or (iii) any default under any other
         agreement or instrument relating to the purchase of receivables of any
         Seller Party or any Affiliate thereof in an aggregate amount which,
         when taken together with the amount of indebtedness subject to any
         agreement or instrument also in default under CLAUSE (i) above, is in
         excess of $2,500,000, or any other event, shall occur and shall
         continue after the applicable grace period, if any, specified in such
         agreement or instrument, if the effect of such default is to
         terminate, or permit the termination of, the commitment of any party
         to such agreement or instrument to purchase receivables or the right
         of such Seller Party or such Affiliate to reinvest in receivables the
         principal amount paid by any party to such agreement or instrument for
         its interest in receivables; or


<PAGE>   48
                (e)      An Event of Bankruptcy shall have occurred and remain
         continuing with respect to Master Servicer, any Seller Party or any
         Originator; or

                (f)  the Seller shall be required to register as an "investment
         company", or be a company controlled by an "investment company",
         within the meaning of the Investment Company Act of 1940, as amended;
         or

                (g)       The Dilution Ratio at any Cut-Off Date exceeds 5.0%
         as of such Cut-Off Date or the average of the Dilution Ratios for any
         three consecutive Cut-Off Dates exceeds 3.50%; or

                (h)      The Default Ratio at any Cut-Off Date exceeds 2.0% or
         the average of the Default Ratios for any three consecutive Cut-Off
         Dates exceeds 1.75%; or

                (i)      Master Servicer (if any Seller Party or Affiliate
         thereof is Master Servicer) shall make any material change in the
         policies as to origination of Receivables or in the Credit and
         Collection Policy and more than five Business Days have elapsed
         without the Master Servicer having obtained the prior written consent
         of the Administrator and the Relationship Bank, which consent shall
         not be unreasonably withheld; or

                (j)      On any Settlement Date, after giving effect to the
         payments made under SECTION 3.01(c), (i) the Purchased Interest
         exceeds the Allocation Limit or (ii) the Purchaser's Total Investment
         exceeds the Purchase Limit and, if such excess in CLAUSE (i) or (ii)
         exists solely as a result of a decrease in the Excess Concentration
         Limit, the Purchased Interest or the Purchaser's Total Investment
         shall exceed the respective Allocation Limit or Purchase Limit for
         more than fifteen days after the Settlement Date for the Settlement
         Period during which such decrease occurred; or

                (k)      The Delinquency Ratio at any Cut-Off Date exceeds 8.0%
         or the average of the Delinquency Ratios for any three consecutive
         Cut-Off Dates exceeds 6.0%; or

                (l)      A Concentration Draw shall have been requested by the
         Purchaser and funded by a Concentration Bank pursuant to the Liquidity
         Agreement; or

                (m)      Any Seller Party is subject to a Change-in-Control; or

                (n)      The Internal Revenue Service shall file notice of a  
         lien pursuant to SECTION 6323 of the Internal Revenue Code with regard
         to any of the Receivables or Related Assets and such lien shall not
         have been released within 5 days, or the Pension Benefit Guaranty
         Corporation shall, or shall indicate its intention to, file notice of
         a lien pursuant to SECTION 4068 of the Employee Retirement Income
         Security Act of 1974 with regard to any of the Receivables or Related
         Assets; or

                (o)      Standard shall (i) fail to observe any of the
         financial covenants set forth in SECTION 7.05 or (ii) permit the
         Tangible Net Worth of the Seller (computed for purposes


<PAGE>   49
         of this CLAUSE (o) by including any Initial Purchaser Notes as
         Indebtedness of the Seller) to be less than $7,500,000 for a period of
         more than 30 days; or

                (p)      One or more judgments in an aggregate amount exceeding
         $1,000,000 (not including any portion thereof for which an insurance
         company shall have acknowledged responsibility in writing or which
         shall have been paid or bonded or stayed pending appeal) shall have
         been entered against any Seller Party and remain undischarged for a
         period of thirty (30) days during which execution shall not be
         effectively stayed, which, in the opinion of the Relationship Bank or
         the Administrator, have caused, or have a reasonable likelihood of
         causing, a Material Adverse Effect; or

                (q)      This Agreement shall for any reason (other than
         pursuant to the terms hereof) cease to create in favor of the
         Purchaser a valid and enforceable first priority perfected ownership
         interest or security interest in each Purchased Interest hereunder,
         free and clear of any lien.

         SECTION 10.02.  REMEDIES.

                (a)      OPTIONAL LIQUIDATION.  Upon the occurrence of a and
         during the continuance of a Liquidation Event (other than a
         Liquidation Event described in SUBSECTION (e) of SECTION 10.01), the
         Administrator shall, at the request, or may with the consent, of
         Purchaser, by notice to Seller declare the Purchase Termination Date
         to have occurred and the Liquidation Period to have commenced.

                (b)      AUTOMATIC LIQUIDATION.  Upon the occurrence of a
         Liquidation Event described in SUBSECTION (e) of SECTION 10.01, the
         Purchase Termination Date shall occur and the Liquidation Period shall
         commence automatically.

                (c)      ADDITIONAL REMEDIES.  Upon any Purchase Termination
         Date pursuant to this SECTION 10.02, no Purchases or Reinvestments
         thereafter will be made, and the Administrator, Purchaser and the
         Relationship Bank shall have, in addition to all other rights and
         remedies under this Agreement or otherwise, all other rights and
         remedies provided under the UCC of each applicable jurisdiction and
         other applicable laws, which rights shall be cumulative.


ARTICLE XI

                      THE ADMINISTRATOR; RELATIONSHIP BANK

         SECTION 11.01.  AUTHORIZATION AND ACTION.  Pursuant to agreements
entered into with the Administrator and the Relationship Bank, Purchaser has
appointed and authorized the Administrator and the Relationship Bank (or their
respective designees) to take such action as agent on its behalf and to
exercise such powers under this Agreement as are delegated to the


<PAGE>   50
Administrator or the Relationship Bank by the terms hereof, together with such
powers as are reasonably incidental thereto.

         SECTION 11.02.  ADMINISTRATOR'S AND RELATIONSHIP BANK'S RELIANCE, ETC.
The Administrator, the Relationship Bank and their directors, officers, agents
or employees shall not be liable for any action taken or omitted to be taken by
it or them under or in connection with the Transaction Documents (including,
without limitation, the servicing, administering or collecting Pool Receivables
as Master Servicer pursuant to SECTION 8.01), except for its or their own
breach of the terms of the applicable terms of the Transaction Documents or its
or their own gross negligence or willful misconduct.  Without limiting the
generality of the foregoing, each of the Administrator and the Relationship
Bank: (a) may consult with legal counsel (including counsel for Seller),
independent certified public accountants and other experts selected by it and
shall not be liable for any action taken or omitted to be taken in good faith
by it in accordance with the advice of such counsel, accountants or experts;
(b) makes no warranty or representation to Purchaser or any other holder of any
interest in Pool Receivables and shall not be responsible to Purchaser or any
such other holder for any statements, warranties or representations made by any
Seller Party in or in connection with any Transaction Document; (c) shall not
have any duty to ascertain or to inquire as to the performance or observance of
any of the terms, covenants or conditions of any Transaction Document on the
part of any Seller Party or to inspect the property (including the books and
records) of any Seller Party; (d) shall not be responsible to Purchaser or any
other holder of any interest in Pool Receivables for the due execution,
legality, validity, enforceability, genuineness, sufficiency or value of any
Transaction Document (except by and against the Administrator and the
Relationship Bank); and (e) shall incur no liability under or in respect of
this Agreement by acting upon any notice (including notice by telephone where
permitted herein), consent, certificate or other instrument or writing (which
may be by facsimile or telex) in good faith believed by it to be genuine and
signed or sent by the proper party or parties.

         SECTION 11.03.   STATE STREET CAPITAL AND NCB AND AFFILIATES.  State
Street Capital and NCB and any of their respective Affiliates may generally
engage in any kind of business with any Seller Party or any Obligor, any of
their respective Affiliates and any Person who may do business with or own
securities of any Seller Party or any Obligor or any of their respective
Affiliates, all as if State Street Capital and NCB were not the Administrator
and the Relationship Bank, respectively, and without any duty to account
therefor to Purchaser or any other holder of an interest in Pool Receivables.


ARTICLE XII

                       ASSIGNMENT OF PURCHASER'S INTEREST

         SECTION 12.01.  RESTRICTIONS ON ASSIGNMENTS.

                (a)      Neither any Seller Party nor NCB, in any capacity
         (except, in the case of NCB in any capacity, as otherwise agreed among
         Purchaser, the Administrator and


<PAGE>   51
         NCB), may assign its rights, or delegate its duties hereunder or any
         interest herein without the prior written consent of the
         Administrator. Purchaser may not assign its rights hereunder (although
         it may delegate its duties hereunder as expressly indicated herein) or
         the Purchased Interest (or any portion thereof) to any Person without
         the prior written consent of Seller, which consent shall not be
         unreasonably withheld; provided, however, that

                (i)  Purchaser may assign all of its rights and interests in
              the Transaction Documents, together with all its interest in the
              Purchased Interest, to State Street Capital or NCB, or both, or
              any Affiliate of either of them, or to any "bankruptcy remote"
              special purpose entity, the business of which is administered by
              State Street Capital or any Affiliate of State Street Capital
              (which assignee shall then be subject to this Article XII);
              provided, however, that such assignee has a short-term rating of
              at least A-1 by Standard and Poor's Ratings Group and P-1 by
              Moody's Investors Service, Inc. and that in the event of any such
              proposed assignment permitted pursuant to clause (i), each such
              assignee shall, promptly upon the purported effective date of
              such assignment, execute and deliver to Seller a written
              acknowledgement, in form and substance reasonably satisfactory to
              Seller, evidencing such assignee's assumption of Purchaser's
              obligations under this Agreement and under any other agreement
              executed in connection herewith, and such purported assignment
              shall be deemed to be of no force and effect if such
              acknowledgement has not been delivered to Seller, in form and
              substance reasonably satisfactory to Seller, within ten days of
              the purported effective date of assignment; and

                (ii)  Purchaser may assign and grant a security interest in all
              of its rights in the Transaction Documents, together with all of
              its rights and interest in the Purchased Interest, to the
              Collateral Agent, to secure Purchaser's obligations under or in
              connection with the Commercial Paper Notes, the Liquidity
              Agreement, the Credit Agreement and any letter of credit issued
              thereunder, and certain other obligations of Purchaser incurred
              in connection with the funding of the Purchases and Reinvestments
              hereunder, which assignment and grant of a security interest (and
              any subsequent assignment by the Collateral Agent) shall not be
              considered an "assignment" for purposes of SECTION 12.01(b) or,
              prior to the enforcement of such security interest, for purposes
              of any other provision of this Agreement (other than SECTION
              12.03).

                (b)      Seller agrees to advise the Administrator within five
         Business Days after notice to Seller of any proposed assignment by
         Purchaser of the Purchased Interest (or any portion thereof), not
         otherwise permitted under subsection (a), of Seller's consent or
         non-consent to such assignment, and if it does not consent, the
         reasons therefor.  If Seller does not consent to such assignment,
         Purchaser may immediately or at any time thereafter assign such
         Purchased Interest (or portion thereof) to any Person or Persons
         permitted under clause (i) of SECTION 12.01(a).


<PAGE>   52
         SECTION 12.02.  RIGHTS OF ASSIGNEE.  Upon the assignment by Purchaser
in accordance with this Article XII, the assignee receiving such assignment
shall have all of the rights of Purchaser with respect to the Transaction
Documents and the Purchased Interest (or such portion thereof as has been
assigned).

         SECTION 12.03.  TERMS AND EVIDENCE OF ASSIGNMENT.  Any assignment of
the Purchased Interest (or any portion thereof) to any Person which is
otherwise permitted under this Article XII shall be upon such terms and
conditions as Purchaser and the assignee may mutually agree, and may be
evidenced by such instrument(s) or document(s) as may be satisfactory to
Purchaser, the Administrator and the assignee.

         SECTION 12.04.  RIGHTS OF COLLATERAL AGENT.  Seller hereby agrees
that, upon prior written notice to Seller, the Collateral Agent may exercise
all the rights of the Administrator hereunder, with respect to the Purchased
Interest (or any portions thereof), and Collections with respect thereto, which
are owned by Purchaser, and all other rights and interests of Purchaser in, to
or under this Agreement or any other Transaction Document.  Without limiting
the foregoing, upon such notice or at any time thereafter (but subject to any
conditions applicable to the exercise of such rights by the Administrator), the
Collateral Agent may request Master Servicer to segregate Purchaser's allocable
shares of Collections from Seller's allocable share, may give a Successor
Notice pursuant to and in accordance with Section 8.01(b), may give or require
the Administrator or Relationship Bank to give notice to the Lock-Box Banks as
referred to in Section 8.03(b) and may direct the Obligors of Pool Receivables
to make payments in respect thereof directly to an account designated by them,
in each case, to the same extent as the Administrator might have done.


ARTICLE XIII

                                INDEMNIFICATION

         SECTION 13.01.  INDEMNITIES BY SELLER.

                (a)      GENERAL INDEMNITY.  Without limiting any other rights
         which any such Person may have hereunder or under applicable law,
         Seller hereby agrees to indemnify each of the Administrator,
         Purchaser, the Liquidity Banks, the Credit Bank, the Relationship
         Bank, the Liquidity Agent, each of their respective Affiliates, and
         all successors, transferees, participants and assigns and all
         officers, directors, shareholders, controlling persons, employees and
         agents of any of the foregoing (each an "Indemnified Party"),
         forthwith on demand, from and against any and all damages, losses,
         claims, liabilities and related costs and expenses, including
         attorneys' fees and disbursements (all of the foregoing being
         collectively referred to as "Indemnified Amounts") awarded against or
         incurred by any of them arising out of or relating to the Transaction
         Documents or the ownership or funding of the Purchased Interest or in
         respect of any Receivable or any Contract, excluding, however, (a)
         Indemnified Amounts to the extent determined by a court of competent
         jurisdiction to have resulted from gross negligence or willful





<PAGE>   53
         misconduct on the part of such Indemnified Party or (b) recourse
         (except as otherwise specifically provided in this Agreement) for
         Defaulted Receivables.  Without limiting the foregoing, Seller shall
         indemnify each Indemnified Party for Indemnified Amounts arising out
         of or relating to:

                (i)  the transfer by any Seller Party of any interest in any
              Receivable other than the transfer of Receivables and related
              property by the Originator to Seller pursuant to the Sale
              Agreement, the transfer of any Purchased Interest to Purchaser
              pursuant to this Agreement and the grant of a security interest
              to Purchaser pursuant to SECTION 9.01;

                (ii)  any representation or warranty made by any Seller Party
              (or any of its officers or Affiliates) under or in connection
              with any Transaction Document, any Information Package or any
              other information or report delivered by or on behalf of any
              Seller Party pursuant hereto, which shall have been false,
              incorrect or misleading in any material respect when made or
              deemed made or delivered, as the case may be;

                (iii)  the failure by any Seller Party to comply with any
              applicable law, rule or regulation with respect to any Pool
              Receivable or the related Contract, or the nonconformity of any
              Pool Receivable or the related Contract with any such applicable
              law, rule or regulation;

                (iv)  the failure to vest and maintain vested in Purchaser an
              undivided percentage ownership interest, to the extent of the
              Purchased Interest, in the Receivables in, or purporting to be
              in, the Receivables Pool, free and clear of any Adverse Claim,
              other than a Adverse Claim arising solely as a result of an act
              of Purchaser, the Administrator or the Relationship Bank, whether
              existing at the time of any Purchase or Reinvestment of such
              Purchased Interest or at any time thereafter;

                (v)  the failure to file, or any delay in filing, financing
              statements or other similar instruments or documents under the
              UCC of any applicable jurisdiction or other applicable laws with
              respect to any Receivables in, or purporting to be in, the
              Receivables Pool, whether at the time of any Purchase or
              Reinvestment or at any time thereafter;

                (vi)  any dispute, claim, offset or defense (other than
              discharge in bankruptcy) of the Obligor to the payment of any
              Receivable in, or purporting to be in, the Receivables Pool
              (including, without limitation, a defense based on such
              Receivables or the related Contract not being a legal, valid and
              binding obligation of such Obligor enforceable against it in
              accordance with its terms), or any other claim resulting from the
              sale of the merchandise or services related to such Receivable or
              the furnishing or failure to furnish such merchandise or
              services;





<PAGE>   54
                (vii)  any matter described in CLAUSE (i) or (ii) of SECTION
              3.02(a);

                (viii)  any failure of any Seller Party, as Master Servicer or
              otherwise, to perform its duties or obligations in accordance
              with the provisions of ARTICLE III or ARTICLE VIII;

                (ix)  any products liability claim arising out of or in
              connection with merchandise or services that are the subject of
              any Pool Receivable;

                (x)  any claim of breach by any Seller Party of any related
              Contract with respect to any Pool Receivable; or

                (xi)  any tax or governmental fee or charge (but not including
              taxes upon or measured by net income), all interest and penalties
              thereon or with respect thereto, and all out-of-pocket costs and
              expenses, including the reasonable fees and expenses of counsel
              in defending against the same, which may arise by reason of the
              purchase or ownership of any Purchased Interest, or any other
              interest in the Pool Receivables or in any goods which secure any
              such Pool Receivables.

         For purposes of determining the Seller's liability under this Section
13.01 for any breach of representation, warranty or covenant, any limitation in
such representation, warranty or covenant based on the existence of a Material
Adverse Effect or other materiality concept shall be disregarded.

                (b)      CONTEST OF TAX CLAIM; AFTER-TAX BASIS.  If any
         Indemnified Party shall have notice of any attempt to impose or
         collect any tax or governmental fee or charge for which
         indemnification will be sought from any Seller Party under SECTION
         13.01(a)(xi), such Indemnified Party shall give prompt and timely
         notice of such attempt to Seller and Seller shall have the right, at
         its expense, to participate in any proceedings resisting or objecting
         to the imposition or collection of any such tax, governmental fee or
         charge. Indemnification hereunder shall be in an amount necessary to
         make the Indemnified Party whole after taking into account any tax
         consequences to the Indemnified Party of the payment of any of the
         aforesaid taxes and the receipt of the indemnity provided hereunder or
         of any refund of any such tax previously indemnified hereunder,
         including the effect of such tax or refund on the amount of tax
         measured by net income or profits which is or was payable by the
         Indemnified Party.

                (c)      CONTRIBUTION.  If for any reason the indemnification
         provided above in this Section 13.01 (and subject to the exceptions
         set forth therein) is unavailable to an Indemnified Party or is
         insufficient to hold an Indemnified Party harmless, then Seller shall
         contribute to the amount paid or payable by such Indemnified Party as
         a result of such loss, claim, damage or liability in such proportion
         as is appropriate to reflect not only the relative benefits received
         by such Indemnified Party on the one hand and Seller on the other hand
         but also the relative fault of such Indemnified Party as well as any
         other relevant equitable considerations.





<PAGE>   55
         SECTION 13.02.  INDEMNITIES BY MASTER SERVICER.  Without limiting any
other rights which any Indemnified Party may have hereunder or under applicable
law, the Master Servicer hereby agrees to indemnify each of the Indemnified
Parties forthwith on demand, from and against any and all Indemnified Amounts
awarded against or incurred by any of them arising out of or relating to the
Master Servicer's performance of, or failure to perform, any of its obligations
under or in connection with any Transaction Document, or any representation or
warranty made by Master Servicer (or any of its officers) under or in
connection with any Transaction Document, any Information Package or any other
information or report delivered by or on behalf of Master Servicer, which shall
have been false, incorrect or misleading in any material respect when made or
deemed made or delivered, as the case may be.  For purposes of determining the
Master Servicer's liability under this Section 13.02 for any breach of
representation, warranty or covenant, any limitation in such representation,
warranty or covenant based on the existence of a Material Adverse Effect or
other materiality concept shall be disregarded.  Notwithstanding the foregoing,
in no event shall any Indemnified Party be awarded any Indemnified Amounts (a)
to the extent determined by a court of competent jurisdiction to have resulted
from gross negligence or willful misconduct on the part of such Indemnified
Party or (b) constituting recourse for Defaulted Receivables.

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


ARTICLE XIV

MISCELLANEOUS

         SECTION 14.01.  AMENDMENTS, ETC.  No amendment or waiver of any
provision of this Agreement nor consent to any departure by any Seller Party
therefrom shall in any event be effective unless the same shall be in writing
and signed by (a) each Seller Party, the Administrator and Purchaser (with
respect to an amendment), PROVIDED that no amendment to this SECTION 14.01
shall become effective without the consent of all the parties hereto, or (b)
the Administrator, the Relationship Bank and Purchaser (with respect to a
waiver or consent by them) or any Seller Party (with respect to a waiver or
consent by it), as the case may be, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given.  The parties acknowledge that, before entering into such an amendment or
granting such a waiver or consent, Purchaser may also be required to obtain the
approval of some or all of the Liquidity Banks or the Credit Bank and, with
respect to any material amendment, waiver or consent, will be required to
obtain confirmation from certain rating agencies that such


<PAGE>   56
amendment, waiver or consent will not result in a withdrawal or reduction of
the ratings of the Commercial Paper Notes.

         SECTION 14.02.  Notices, Etc.  All notices and other communications
provided for hereunder shall, unless otherwise stated herein, be in writing
(including facsimile communication) and shall be personally delivered or sent
by express mail or courier or by certified mail, postage prepaid, or by
facsimile, to the intended party at the address or facsimile number of such
party set forth under its name on the signature pages hereof or at such other
address or facsimile number as shall be designated by such party in a written
notice to the other parties hereto.  All such notices and communications shall
be effective, (a) if personally delivered or sent by express mail or courier or
if sent by certified mail, when received, and (b) if transmitted by facsimile,
when sent, receipt confirmed by telephone or electronic means.

         SECTION 14.03.  NO WAIVER; REMEDIES.  No failure on the part of the
Administrator, the Relationship Bank, any Affected Party, any Indemnified
Party, Purchaser or any other holder of the Purchased Interest (or any portion
thereof) to exercise, and no delay in exercising, any right hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right hereunder preclude any other or further exercise thereof or the exercise
of any other right.  The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.  Without limiting the foregoing,
each of State Street Capital, individually and as Administrator, NCB,
individually and as Relationship Bank, the Collateral Agent, the Credit Bank
and each Liquidity Bank and each Concentration Bank is hereby authorized by
Seller at any time and from time to time, to the fullest extent permitted by
law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any
time owing by State Street Capital, the Collateral Agent and such Liquidity
Bank to or for the credit or the account of Seller, now or hereafter existing
under this Agreement, to the Administrator, any Concentration Bank, any
Affected Party, any Indemnified Party or Purchaser, or their respective
successors and assigns.

         SECTION 14.04.  BINDING EFFECT; SURVIVAL.  This Agreement shall be
binding upon and inure to the benefit of each Seller Party, the Administrator,
the Relationship Bank, each Concentration Bank, Purchaser and their respective
successors and assigns, and the provisions of SECTION 4.02 and ARTICLE XIII
shall inure to the benefit of the Affected Parties and the Indemnified Parties,
respectively, and their respective successors and assigns; PROVIDED, HOWEVER,
nothing in the foregoing shall be deemed to authorize any assignment not
permitted by SECTION 12.01.  This Agreement shall create and constitute the
continuing obligations of the parties hereto in accordance with its terms, and
shall remain in full force and effect until the Final Payout Date.  The rights
and remedies with respect to any breach of any representation and warranty made
by Seller pursuant to ARTICLE VI and the indemnification and payment provisions
of ARTICLE XIII and SECTIONS 4.02, 14.05, 14.06, 14.07, 14.08 and 14.15 shall
be continuing and shall survive any termination of this Agreement.

         SECTION 14.05.  COSTS, EXPENSES AND TAXES.  In addition to its
obligations under Article XIII, Seller Parties jointly and severally agree to
pay on demand:





<PAGE>   57
                (a)      all reasonable costs and expenses incurred by the
         Administrator, the Relationship Bank, any Concentration Bank, the
         Credit Bank, the Collateral Agent, any Liquidity Bank and the
         Purchaser and their respective Affiliates in connection with

                (i)  the negotiation, preparation, execution and delivery of
              this Agreement, the other Transaction Documents or the Liquidity
              Agreement, any amendment of or consent or waiver under any of the
              Transaction Documents which is requested or proposed by any
              Seller Party (whether or not consummated), or the enforcement of,
              or any actual or claimed breach of, this Agreement or any of the
              other Transaction Documents, including, without limitation, the
              reasonable fees and expenses of counsel to any of such Persons
              incurred in connection with any of the foregoing or in advising
              such Persons as to their respective rights and remedies under any
              of the Transaction Documents in connection with any of the
              foregoing, and

                (ii)  the administration (including periodic auditing as
              provided for herein) of this Agreement and the other Transaction
              Documents, including, without limitation, all reasonable
              out-of-pocket expenses (including reasonable fees and expenses of
              independent accountants), incurred in connection with any review
              of any Seller Party's books and records either prior to the
              execution and delivery hereof or pursuant to SECTION 7.02(h) or
              7.01(c)(iii); and

                (b)      all stamp and other taxes and fees payable or
         determined to be payable in connection with the execution, delivery,
         filing and recording of this Agreement or the other Transaction
         Documents (and Seller Parties jointly and severally agree to indemnify
         each Indemnified Party against any liabilities with respect to or
         resulting from any delay in paying or omission to pay such taxes and
         fees). 
         SECTION 14.06.  NO PROCEEDINGS.  Master Servicer hereby agrees that it
will not institute against Seller, or join any Person in instituting against
Seller, and each Seller Party, Master Servicer, State Street Capital
(individually and as Administrator) and NCB (individually and in its various
other capacities under the Transaction Documents) and each Concentration Bank
each hereby agrees that it will not institute against Purchaser, or join any
other Person in instituting against Purchaser, any insolvency proceeding
(namely, any proceeding of the type referred to in the definition of Event of
Bankruptcy) so long as any Commercial Paper Notes issued by Purchaser shall be
outstanding or there shall not have elapsed one year plus one day since the
last day on which any such Commercial Paper Notes shall have been outstanding.

         SECTION 14.07.  Confidentiality of Seller Information.

                (a)      CONFIDENTIAL SELLER INFORMATION.  Each party hereto
         (other than Seller Parties) acknowledges that certain of the
         information provided to such party by or on behalf of Seller Parties
         in connection with this Agreement and the transactions contemplated
         hereby is or may be confidential, and each such party severally agrees
         that, unless Standard shall otherwise agree in writing, and except as
         provided in SUBSECTION (b), such party will not disclose to any other
         person or entity:





<PAGE>   58
                (i)  any information regarding, or copies of, any non-public
              financial statements, reports, schedules and other information
              furnished by any Seller Party to Purchaser, the Administrator or
              the Relationship Bank (A) prior to the date hereof in connection
              with such party's due diligence relating to the Seller Parties
              and the transactions contemplated hereby, or (B) pursuant to
              SECTION 3.01, 5.01, 6.01(i), 6.01(j), 7.01(c) or 7.02, or

                (ii)  any other information regarding any Seller Party which is
              designated by any Seller Party to such party in writing as
              confidential

         (the information referred to in CLAUSES (i) and (ii) above, whether
         furnished by any Seller Party or any attorney for or other
         representative or an Affiliate thereof (each a "SELLER INFORMATION
         PROVIDER"), is collectively referred to as the "SELLER INFORMATION");
         provided, HOWEVER, "SELLER INFORMATION" shall not include any
         information which is or becomes generally available to the general
         public other than from a breach of this Agreement or to such party on
         a nonconfidential basis from a source other than any Seller
         Information Provider, or which was known to such party on a
         nonconfidential basis prior to its disclosure by any Seller
         Information Provider.

                (b)  DISCLOSURE.  Notwithstanding SUBSECTION (a), each party
         may disclose any Seller Information:

                (i)  to any of such party's independent attorneys, consultants
              and auditors, and to each Liquidity Bank, the Credit Bank, any
              dealer or placement agent for Purchaser's commercial paper, and
              any actual or potential assignees of, or participants in, any of
              the rights or obligations of Purchaser, any Liquidity Bank, any
              Concentration Bank, the Credit Bank, the Administrator or the
              Relationship Bank under or in connection with this Agreement, who
              (A) in the good faith belief of such party, have a need to know
              such Seller Information, (B) are informed by such party of the
              confidential nature of the Seller Information and the terms of
              this SECTION 14.07, and (C) are subject to confidentiality
              restrictions generally consistent with this SECTION 14.07,

                (ii)  to any rating agency that maintains a rating for
              Purchaser's commercial paper or is considering the issuance of
              such a rating, for the purposes of reviewing the credit of
              Purchaser in connection with such rating,

                (iii)  to any other party to this Agreement (and any
              independent attorneys, consultants and auditors of such party),
              for the purposes contemplated hereby,

                (iv)  as may be required by any municipal, state, federal or
              other regulatory body having or claiming to have jurisdiction
              over such party, in order to comply with any law, order,
              regulation, regulatory request or ruling applicable to such
              party,





<PAGE>   59
                (v)  subject to SUBSECTION (c), in the event such party is
              legally compelled (by interrogatories, requests for information
              or copies, subpoena, civil investigative demand or similar
              process) to disclose such Seller Information, or

                (vi)  in connection with the enforcement of this Agreement or
              any other Transaction Document.

         In addition, Purchaser and the Administrator may disclose on a "no
         name" basis to any actual or potential investor in Purchaser's
         Commercial Paper Notes information regarding the nature of this
         Agreement, the basic terms hereof (including without limitation the
         amount and nature of Purchaser's commitment and Purchaser's Total
         Investment with respect to the Purchased Interest and any      other
         credit enhancement provided by any Seller Party hereunder), the
         nature, amount and status of the Pool Receivables, and the current
         and/or historical ratios of losses to liquidations and/or outstandings
         with respect to the Receivables Pool.        

                (c)      LEGAL COMPULSION.  In the event that any party hereto
         (other than any Seller Party) or any of its representatives is
         requested or becomes legally compelled (by interrogatories, requests
         for information or documents, subpoena, civil investigative demand or
         similar process) to disclose any of the Seller Information, such party
         will (or will cause its representative to)

                (i)  provide Standard with prompt written notice so that (A)
              Standard may seek a protective order or other appropriate remedy,
              or (B) Standard may, if it so chooses, agree that such party (or
              its representatives) may disclose such Seller Information
              pursuant to such request or legal compulsion; and

                (ii)  unless Standard agrees that such Seller Information may
              be disclosed, make a timely objection to the request or
              compulsion to provide such Seller Information on the basis that
              such Seller Information is confidential and subject to the
              agreements contained in this SECTION 14.07.

         In the event such protective order or remedy is not obtained, or
         Standard agrees that such Seller Information may be disclosed, such
         party will furnish only that portion of the Seller Information which
         (in such party's good  faith judgment) is legally required to be
         furnished and will exercise reasonable efforts to obtain reliable
         assurance that confidential treatment will be afforded the Seller
         Information.

                (d)  This SECTION 14.07 shall survive termination of this
              Agreement.

         SECTION 14.08.  CONFIDENTIALITY OF PROGRAM INFORMATION.





<PAGE>   60
                (a)  CONFIDENTIAL INFORMATION.  Each party hereto acknowledges
         that State Street Capital regards the structure of the transactions
         contemplated by this Agreement to be proprietary, and each such party
         agrees that:

                (i)  it will not disclose without the prior consent of State
              Street Capital (other than to the directors, employees, auditors,
              counsel or affiliates (collectively, "REPRESENTATIVES") of such
              party, each of whom shall be informed by such party of the
              confidential nature of the Program Information (as defined below)
              and of the terms of this SECTION 14.08), (A) any information
              regarding the pricing in, or copies of, this Agreement any other
              Transaction Document or any transaction contemplated hereby or
              thereby, (B) any information regarding the organization, business
              or operations of Purchaser generally or the services performed by
              the Administrator or the Relationship Bank for Purchaser, or (C)
              any information which is furnished by State Street Capital to
              such party and which is designated by State Street Capital to
              such party in writing or otherwise as confidential or not
              otherwise available to the general public (the information
              referred to in clauses (A), (B) and (C) is collectively referred
              to as the "PROGRAM INFORMATION"); PROVIDED, HOWEVER, that such
              party may disclose any such Program Information (I) to any other
              party to this Agreement (and any independent attorneys,
              consultants and auditors of any such party) for the purposes
              contemplated hereby, (II) as may be required by any municipal,
              state, federal or other regulatory body having or claiming to
              have jurisdiction over such party, (III) in order to comply with
              any law, order, regulation, regulatory request or ruling,
              including the Exchange Act, applicable to such party, or (IV)
              subject to SUBSECTION (c), in the event such party is legally
              compelled (by interrogatories, requests for information or
              copies, subpoena, civil investigative demand or similar process)
              to disclose any such Program Information; and

                (ii)  it will use the Program Information solely for the
              purposes of evaluating, administering and enforcing the
              transactions contemplated by this Agreement and making any
              necessary business judgments and legal determinations with
              respect thereto.

                (b)  AVAILABILITY OF CONFIDENTIAL INFORMATION.  This SECTION
         14.08 shall be inoperative as to such portions of the Program
         Information which are or become generally available to the public or
         such party on a nonconfidential basis from a source other than State
         Street Capital or were known to such party on a nonconfidential basis
         prior to its disclosure by State Street Capital.

                (c)  LEGAL COMPULSION TO DISCLOSE.  In the event that any party
         or anyone to whom such party or its representatives transmits the
         Program Information is requested or becomes legally compelled (by
         interrogatories, requests for information or documents, subpoena,
         civil investigative demand or similar process) to disclose any of the
         Program Information, such party will





<PAGE>   61
                (i)  provide State Street Capital with prompt written notice so
              that State Street Capital may seek a protective order or other
              appropriate remedy and/or, if it so chooses, agree that such
              party may disclose such Program Information pursuant to such
              request or legal compulsion; and

                (ii)  unless State Street Capital agrees that such Program
              Information may be disclosed, make a timely objection to the
              request or confirmation to provide such Program Information on
              the basis that such Program Information is confidential and
              subject to the agreements contained in this SECTION 14.08.

         In the event that such protective order or other remedy is not
         obtained, or State Street Capital agrees that such Program Information
         may be disclosed, such party will furnish only that portion of the
         Program Information which (in such party's good faith judgment) is
         legally required to be furnished and will exercise reasonable
         efforts to obtain reliable assurance that confidential treatment
         will be accorded the Program Information.  In the event any Seller
         Party is required to file a copy of this Agreement with the Securities
         and Exchange Commission or any other governmental authority, it will
         (A) provide State Street Capital with prompt written notice of such
         requirement and (B) exercise reasonable efforts to obtain reliable
         assurance that such governmental authority will give confidential
         treatment to this Agreement.

                (d)  SURVIVAL.  This SECTION 14.08 shall survive termination of
         this Agreement.

         SECTION 14.09.   CAPTIONS AND CROSS REFERENCES.  The various captions
(including, without limitation, the table of contents) in this Agreement are
provided solely for convenience of reference and shall not affect the meaning
or interpretation of any provision of this Agreement.  Unless otherwise
indicated, references in this Agreement to any Section, Appendix, Schedule or
Exhibit are to such Section of or Appendix, Schedule or Exhibit to this
Agreement, as the case may be, and references in any Section, subsection, or
clause to any subsection, clause or subclause are to such subsection, clause or
subclause of such Section, subsection or clause.

         SECTION 14.10.   INTEGRATION.  This Agreement, together with the
letter referenced in SECTION 4.01, contains a final and complete integration of
all prior expressions by the parties hereto with respect to the subject matter
hereof and shall constitute the entire understanding among the parties hereto
with respect to the subject matter hereof, superseding all prior oral or
written understandings.

         SECTION 14.11.   GOVERNING LAW.  THIS AGREEMENT, INCLUDING THE RIGHTS
AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE
TO PRINCIPLES OF CONFLICTS OF LAW, EXCEPT TO THE EXTENT THAT THE PERFECTION OF
THE INTERESTS OF PURCHASER IN THE RECEIVABLES OR RELATED PROPERTY IS GOVERNED
BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.





<PAGE>   62
         SECTION 14.12.   WAIVER OF JURY TRIAL.  EACH SELLER PARTY HEREBY
EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO
ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY OTHER TRANSACTION
DOCUMENT OR UNDER ANY AMENDMENT, INSTRUMENT OR DOCUMENT DELIVERED OR WHICH MAY
IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR ARISING FROM ANY BANKING
OR OTHER RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER
TRANSACTION DOCUMENT AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL NOT BE
TRIED BEFORE A JURY.

         SECTION 14.13.   CONSENT TO JURISDICTION; WAIVER OF IMMUNITIES.  EACH
SELLER PARTY HEREBY ACKNOWLEDGES AND AGREES THAT:

                (a)      IT IRREVOCABLY (i) SUBMITS TO THE JURISDICTION, FIRST,
         OF ANY UNITED STATES FEDERAL COURT, AND SECOND, IF FEDERAL
         JURISDICTION IS NOT AVAILABLE, OF ANY NEW YORK STATE COURT, IN EITHER
         CASE SITTING IN NEW YORK COUNTY, NEW YORK IN ANY ACTION OR PROCEEDING
         ARISING OUT OF OR RELATING TO THIS AGREEMENT, (ii) AGREES THAT ALL
         CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND
         DETERMINED ONLY IN SUCH NEW YORK STATE OR FEDERAL COURT AND NOT IN ANY
         OTHER COURT, AND (iii) WAIVES, TO THE FULLEST EXTENT IT MAY
         EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE
         MAINTENANCE OF SUCH ACTION OR PROCEEDING.

                (b)      TO THE EXTENT THAT IT HAS OR HEREAFTER MAY ACQUIRE ANY
         IMMUNITY FROM THE JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS
         (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT,
         ATTACHMENT IN AID TO EXECUTION, EXECUTION OR OTHERWISE) WITH RESPECT
         TO ITSELF OR ITS PROPERTY, IT HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY
         IN RESPECT OF ITS OBLIGATIONS UNDER OR IN CONNECTION WITH THIS
         AGREEMENT.

         SECTION 14.14.  EXECUTION IN COUNTERPARTS.  This Agreement may be
executed in any number of counterparts and by the different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute one and the same
Agreement.

         SECTION 14.15.  NO RECOURSE AGAINST OTHER PARTIES.  No recourse under
any obligation, covenant or agreement of Purchaser contained in this Agreement
shall be had against any stockholder, employee, officer, director, or
incorporator of Purchaser, PROVIDED, HOWEVER, that





<PAGE>   63



nothing in this SECTION 14.15 shall relieve any of the foregoing Persons from
any liability which such Person may otherwise have for his/her or its gross
negligence or willful misconduct.





<PAGE>   64
         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.

                                          THE STANDARD PRODUCTS FUNDING    
                                          CORPORATION, as Seller           
                                                                           
                                                                           
                                          By_______________________________
                                            Title__________________________
                                                                           
                                          2401 South Gulley Road           
                                          Dearborn, Michigan 48124         
                                          Facsimile No.:  (313) 561-7674   
                                          Attention:  _____________________
                                                                           
                                                                           
                                          THE STANDARD PRODUCTS COMPANY, as
                                          initial Master Servicer          
                                                                           
                                                                           
                                          By_______________________________
                                          Title____________________________
                                                                           
                                          2401 South Gulley Road           
                                          Dearborn, Michigan 48124         
                                          Facsimile No.:  (313) 561-7674   
                                          Attention:  _____________________
                                                                           
                                                                           
                                          CLIPPER RECEIVABLES CORPORATION, 
                                          as Purchaser                     
                                                                           
                                                                           
                                          By_______________________________
                                            Vice President                 
                                                                           
                                          P.O. Box 4024                    
                                          Boston, Massachusetts  02101     
                                          Facsimile No.:  (617) 951-7050   
                                          Attention:  _____________________
                                                                 




<PAGE>   65
                                        STATE STREET BOSTON CAPITAL
                                        CORPORATION, as Administrator


                                        By_______________________________
                                          Vice President                 
                                                                         
                                        225 Franklin Street              
                                        Boston, Massachusetts  02110     
                                        Facsimile No.:  (617) 350-4020   
                                        Attention:  Clipper Funds        
                                                                         
                                                                         
                                        NATIONAL CITY BANK,              
                                        as Relationship Bank             
                                                                         
                                                                         
                                        By_______________________________
                                          Vice President                 
                                                                         
                                        1900 East Ninth Street           
                                        Cleveland, Ohio  44114           
                                        Facsimile No.:  (216) 575-9396   
                                        Attention:  _____________________